Investment in Juvenescence Limited

RNS Number : 7808R

FastForward Innovations Limited

19 June 2018

 

19 June 2018

FastForward Innovations Ltd

("FastForward" or the "Company")

Investment in Juvenescence Limited, a Leading Longevity Therapeutics Company

The Board of AIM-traded FastForward Innovations Limited, trading under the symbol FFWD, ("FastForward", the "Company" or "FFWD"), is pleased to announce that the Company has today subscribed US$2 million for an approximate 0.8 per cent. equity interest in Juvenescence Limited ("Juvenescence") (the "Subscription"), a BVI incorporated private company developing therapies to slow, halt and potentially reverse ageing. FFWD has subscribed as part of a US$50 million Series A fundraise that Juvenescence has now closed with a post-money valuation of US$250 million (the "Juvenescence Series A Funding").

The Juvenescence founders and management team have an extensive track record of successfully developing drugs for a range of diseases.  The team's most recent success is demonstrated through Biohaven Pharmaceuticals, listed on the Nasdaq Stock Exchange, and valued at over US$1.6 billion (as at close of business on 15 June 2018), having successfully completed two pivotal Phase 3 trials in acute treatment of migraine in March 2018.  The team is now focused on developing therapies for people to live longer, healthier lives.  The Juvenescence founders include Mr Jim Mellon, the Non-Executive Chairman of FastForward, as well as Dr. Greg Bailey and Dr. Declan Doogan.

Since its incorporation in October 2016, Juvenescence has raised a total of US$63 million from a variety of international investors including family offices and leading institutions. The proceeds of the Juvenescence Series A funding will be used to advance key projects over the next 12 months with the Board of Juvenescence reviewing options for a potential listing in 2019.

Juvenescence's portfolio currently includes:

·      Insilico Medicine, a next-generation artificial intelligence company specialising in the application of deep learning to drug discovery and ageing research;

·     Juvenescence AI, a joint venture with Insilico Medicine focused on the clinical development of AI generated compounds;

·      NetraPharma, a joint venture using artificial intelligence to improve clinical trial design;

·      LyGenesis, a company with technology to use a patient's own lymph nodes as bioreactors to grow functioning ectopic organs; and

·     AgeX Therapeutics, a company applying technology related to cell immortality and pluripotency to human ageing. 

Commenting on the investment Lorne Abony, FastForward's Chief Executive Officer, noted:

"We are delighted to complete our investment in Juvenescence.  Huge strides are being made in the fight against ageing and related diseases and enormous capital is being invested in this area. Commercialisation of drugs and technologies that slow, halt or reverse the ageing process could emerge as the biggest industry in the World over the next 10 years, dwarfing sales of global retailers and pharmaceutical companies, with the potential for super-normal returns for early-stage investors. We are delighted to make this investment, alongside other high-profile international investors, and to support Jim and his colleagues in their development of an incredibly exciting company on what we believe will be a fantastic journey for FastForward and our shareholders."

Related Party Transaction

As noted above, Mr Jim Mellon is a founder of Juvenescence and is  Non-Executive Chairman of FastForward. Prior to the Juvenescence Series A Funding, Mr Mellon was interested in approximately 24.18 per cent. of issued Juvenescence shares. As part of the Juvenescence Series A Funding Mr Mellon is directly and indirectly subscribing for US$7,500,000 of Series A shares in Juvenescence on the same terms as the Company. Following the Series A Fundraising Mr Mellon will be interested in 20.6 per cent. of Juvenescence shares on a fully diluted basis. Accordingly, the Subscription is a Related Party Transaction under Rule 13 of the AIM Rules for Companies.

In addition, Mr Lorne Abony, the Chief Executive Officer of the Company is subscribing in the Juvenescence Series A Funding on the same terms as the Company, in aggregate subscribing for US$1 million. Mr Abony currently has no interest in Juvenescence. Again, Regent Mercantile Holdings Limited ("Regent"), a company of which Mr Ian Burns, a Director of the Company, is a Director, is an existing shareholder of Juvenescence but is not subscribing as part of this Juvenescence Series A Funding. Following the Juvenescence Series A Funding, Regent will be interested in 0.34% of Juvenescence (on a fully diluted basis).

Given that the Subscription is a Related Party Transaction under Rule 13 of the AIM Rules for Companies by virtue of Mr Jim Mellon's existing shareholding and role in Juvenescence and the involvement of Mr Lorne Abony and Ian Burns as set out above, Mr Ed McDermott is the independent director of the Company for the purposes of the transaction (the "Independent Director").  The Independent Director confirms that, having consulted with the Company's Nominated Adviser, the terms of the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.  In particular the Independent Director noted that the terms of the investment by the Company were the same as other investors; and the valuation of Juvenescence is validated by (i) the large size of the fundraise, (ii) Mr Mellon's participation for US$7,500,000, and (iii) the independence and high quality of the fellow investors in the round (including a number of high profile investors and established institutions).

Investment summary

The Company has subscribed for 128,205 Series A Shares of Juvenescence ("Series A Shares") at a price of US$15.60 per Series A Share (the "Subscription"), for total cash consideration of US$2 million.  The Company has funded the Subscription from its existing cash resources. The terms of the Subscription are set out in a subscription agreement between Juvenescence and the Company (the "Subscription Agreement").  Under the terms of the Subscription Agreement, Juvenescence has provided protection for Series A shareholders, including in relation to anti-dilution down-round protection (should the Company raise funds at a valuation less than US$375 million (being a 50 per cent. uplift to the Series A price per share)), a liquidation and distribution preference, and a right of pre-emption in relation to subsequent share issues by Juvenescence.

About Juvenescence

Juvenescence Limited is a biotech company focused on therapies to increase healthy human longevity. It was founded in 2017 by Jim Mellon, Dr. Greg Bailey, Dr. Declan Doogan, Anthony Chow, and Alexander Pickett. The Juvenescence team are highly experienced drug developers, and serial entrepreneurs with a track record of success in life sciences and drug development. Juvenescence is focused on developing therapeutics that alter ageing or age-related diseases.

Juvenescence believes that recent advances in science have greatly improved our understanding of the biology of ageing and creates the opportunity to develop therapeutics now that can slow, halt or potentially reverse elements of ageing.

As at 31 March 2018 Juvenescence had Gross Assets of US$11.3million and for the year ended 31 December 2017 reported a loss of US$935,360.  For further information on Juvenescence and its business, operations and investments, as well as its founders and management team, please visit its website at www.juvenescence.ltd.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

For further information on the Company and its investments please visit www.fstfwd.co or contact:

FastForward Innovations Limited [e-mail] Ian Burns Ed McDermott/ Sue Saunders

Beaumont Cornish Limited (Nomad) [phone] James Biddle/ Roland Cornish

Optiva Securities Limited (Broker) [phone] Graham Dickson

For further information please visit www.fstfwd.co or contact:

CAUTIONARY STATEMENT

The AIM Market of London Stock Exchange plc does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. All statements, other than statements of historical fact, in this news release are forward-looking statements that involve various risks and uncertainties, including, without limitation, statements regarding potential values, the future plans and objectives of Fast Forward Innovations Ltd. There can be no assurance that such statements will prove to be accurate, achievable or recognisable in the near term.

Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Fast Forward Innovations assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

 

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