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HIV Gene Therapy Developer Addimmune to Go Public Through SPAC Merger

NEW YORK – Gene and cell therapy developer Addimmune on Wednesday said it will go public through a merger with special purpose acquisition company 10x Capital Venture Acquisition Corp. III (10X III).

Addimmune was created earlier this year when Rockville, Maryland-based American Gene Technologies (AGT) said it planned to spin off its HIV drug development program, and the entities are still in the process of separating. Once Addimmune is separate from AGT's non-HIV assets, under the terms of the latest merger slated to close in Q1 2024, Addimmune, with AGT's HIV assets, will combine with 10X III to form a company with the Addimmune moniker and trade under the ticker symbol "HIV." AGT will spin off its non-HIV assets into a company that will retain the AGT name and remain privately held.

10X III and AGT said they've signed a nonbinding letter of intent with CF Principal Investments, a Cantor Fitzgerald & Co. affiliate, to underwrite 10X III's initial public offering with a $50 million committed equity facility. The proposed transaction represents a pre-money enterprise value of $500 million for Addimmune, with an earnout of up to $300 million tied to clinical and priced-based milestones. Under the terms of the deal, existing Addimmune stockholders will roll all of their equity into the new public company.

The boards of directors at both Addimmune and 10X III have unanimously approved the proposed merger. Roth Capital Partners is 10X III's financial adviser and Latham & Watkins is its legal counsel. DLA Piper is Addimmune's legal counsel.

Jeff Galvin, CEO and founder of AGT, will transition to CEO of Addimmune. "We're at the forefront of gene therapy for HIV, working to transform the fear of a lifelong disease into hope for a single-administration, one-and-done cure," Galvin said in a statement.

Addimmune's lead drug candidate AGT103-T, which has been under development by AGT for more than a decade, is a single-infusion autologous cell therapy that delivers genetically modified CD4-positive T cells — the cells depleted in HIV exposure — in an effort to replace such T cells and restore the patient's immune control of the virus. In a first-in-human Phase I trial, investigators detected genetically modified CD4-positive T cells in blood samples from most participants collected six months after treatment with AGT103-T and observed no serious adverse events in those who received the drug. Addimmune is working on launching a Phase II trial for AGT103-T.