The Life Sciences team advised Freenome on entering into a definitive business combination agreement with Perceptive Capital Solutions Corp (PCSC), a special purpose acquisition company (SPAC) sponsored by an affiliate of Perceptive Advisors. Upon closing of the transaction, PCSC will redomicile as a Delaware corporation, be renamed Freenome, Inc., and its common stock is expected to be listed on Nasdaq under the ticker symbol “FRNM”.
Upon the closing of the business combination, Freenome expects to receive approximately $330 million (prior to the payment of transaction costs and assuming no redemptions by PCSC’s public shareholders). The proceeds will be funded through a combination of approximately $90 million held in a trust account by PCSC and an approximately $240 million concurrent PIPE financing of common stock at $10.00 per share to leading institutional investors. Assuming no redemptions by PCSC’s public shareholders, the combined company is expected to have a post-transaction equity value of approximately $1.1 billion at closing.
Freenome is an early cancer detection company developing blood-based tests to detect cancer when it is most treatable. The company recognizes that no single technology can identify every cancer due to the disease’s inheren heterogeneity. Freenome’s approach combines a multiomics platform that analyzes multiple signals in the blood with artificial intelligence and machine learning to tune into cancer’s subtlest clues, even at the earliest stages of the disease.
The Goodwin deal team was led by Jocelyn Arel, Sarah Ashfaq, Justin Anslow, Katie Hand and Kingsley Taft, Yifeng Yuan, Della Fok, Nik Shiva, Lauren Kidd, Steven Dilsizian (Corporate), Dan Karelitz, Erika Pey (Tax), Paul Jin, Arman Oruc, Elliot Silver, Arom Yun (HSR), Alex Denniston, Eric Graffeo, Alex Watson (Executive Compensation), Steven Tjoe, Krupa Zachariah (FDA Regulatory), Matt Wetzel (Healthcare), and also included William Jackson (Litigation).
For more information on the deal, please read the press release and coverage in STAT, Fierce Biotech, and Law360.