Item 7.01. Regulation FD Disclosure.
On December 23, 2021, Pardes Biosciences, Inc. (f/k/a FS Development Corp. II),
a Delaware corporation (the "Company"), completed the transactions contemplated
by the Agreement and Plan of Merger, dated as of June 29, 2021, among the
Company, Orchard Merger Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Merger Sub"), Pardes Biosciences Sub,
Inc., a Delaware corporation (f/k/a Pardes Biosciences, Inc., "Old Pardes"), and
Shareholder Representative Services LLC, as amended November 7, 2021 (as
amended, the "Merger Agreement"). Pursuant to the Merger Agreement, Merger Sub
merged with and into Old Pardes, with Old Pardes surviving the merger as a
wholly-owned subsidiary of the Company.
As a result of the business combination, the Company received gross proceeds of
approximately $274 million, prior to transaction expenses, which includes cash
proceeds of approximately $199 million from the Company's trust account (after
redemptions of approximately $2.4 million) and $75 million from PIPE investors
led by Foresite Capital, an affiliate of FS Development Corp. II, RA Capital
Management, Frazier Life Sciences, funds and accounts advised by T. Rowe Price
Associates, Inc., GMF Capital LLC, EcoR1 Capital, Monashee Investment Management
LLC, as well as strategic investor, Gilead Sciences.
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