American Gene Technologies International and 10X Capital Venture Acquisition III today announced a merger agreement with a pre-money enterprise value of $500 million.
If approved, the company will be renamed Addimmune and trade under the ticker symbol HIV on the NYSE. The target is a clinical-stage gene and cell therapy company developing a functional cure for HIV. Prior to the combination, the non-HIV assets will spin-off into an entity that will retain the American Gene Technologies name.
10X III and AGT have also entered into a non-binding letter of intent with Cantor Fitzgerald affiliate CF Principal Investments for a $50 million committed equity facility.
The transaction includes an earnout of up to $300 million tied to various clinical and priced-based milestones. Existing Addimmune stockholders will roll 100% of their equity into equity of the combined company.
The deal is expected to close in the first quarter of 2024.
10X III raised $261 million in a January 2022 IPO.
Roth Capital Partners is serving as financial advisor to 10X III in connection with rendering a fairness opinion regarding the transaction. Latham & Watkins is legal counsel to 10X III. DLA Piper is legal counsel to Addimmune. Read more.
