Innovative Inhaled Drug Delivery Developer Aerami Therapeutics to Merge With Special Purpose Acquisition Company FoxWayne Enterprises Acquisition Corp. to Become Public Company

Aerami Therapeutics Holdings, Inc. and FoxWayne Enterprises Acquisition Corp. recently announced they have entered into a definitive business combination agreement. Upon closing of the transaction, which is currently anticipated to occur in the first quarter of 2022, the combined company will be named Aerami Therapeutics Holdings, Inc. and will be led by Steve Thornton, Chief Executive Officer of Aerami, and the rest of the company’s current management. The combined company’s common stock is expected to continue to be listed on the Nasdaq Capital Market.

Proceeds from the transaction will be applied toward advancing AER-901, Aerami’s proprietary inhaled, nebulized formulation of imatinib into a planned Phase 2/3 clinical trial in 2022. Aerami believes AER-901 has the potential to be a disease-modifying therapy for pulmonary arterial hypertension (PAH) in an estimated $5-billion market. In addition, Aerami anticipates filing in 2022 for 510(k) clearance in the US for its proprietary AFINA inhaler technology platform to capitalize on the rapidly growing global smart inhaler market. Aerami plans to pursue internal development and partnering of AFINA-based pipeline opportunities for inhaled therapies targeted at addressing large markets with significant unmet needs.

“We are deeply committed to advancing inhaled therapies that address severe respiratory and chronic diseases. This transaction is expected to provide significant capital and a platform to accelerate the development of our drug product candidates including taking our lead product, inhaled imatinib for the treatment of pulmonary arterial hypertension, into a planned Phase 2/3 trial in 2022,” said Mr. Thornton.

Robb Knie, Chief Executive Officer of FoxWayne, added “We see immense opportunities in Aerami’s approach to delivering inhaled therapies for targeted indications that present large unmet medical needs, including pulmonary arterial hypertension, a debilitating disease for which there currently are no available disease modifying therapies.”

As part of the transaction, FoxWayne will be issuing 25 million shares of its common stock, which represents consideration of approximately $250 million. Current Aerami stockholders will convert 100% of their existing equity interests into common stock of the combined company and will own a majority of the outstanding shares of the combined company post-closing. Assuming no redemptions of FoxWayne shares, the combined company’s cash resources are expected to be comprised of $58 million in cash proceeds currently in trust at FoxWayne along with the existing cash resources of Aerami at closing.

The boards of directors of both Aerami and FoxWayne have unanimously approved the proposed transaction. The transaction is subject to, among other things, the approval of the stockholders of both Aerami and FoxWayne and satisfaction or waiver of the conditions stated in the definitive business combination agreement.

The description of the business combination contained herein is only a high-level summary. Additional information about the proposed transaction, including a copy of the business combination agreement, will be provided in a Current Report on Form 8-K to be filed by FoxWayne with the Securities and Exchange Commission (“SEC”) and will be available at the SEC’s website at www.sec.gov. In addition, FoxWayne intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus, and will file other documents regarding the proposed transaction with the SEC.

SternAegis Ventures is serving as financial advisor to Aerami. SternAegis Ventures is the management team within Aegis Capital Corp. that is responsible for venture capital and private equity investment banking as well as advisory services. Aegis Capital Corp. is a full-service retail and institutional broker-dealer located in New York City. Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP is serving as legal counsel to Aerami. Sheppard, Mullin, Richter & Hampton LLP is serving as legal counsel to FoxWayne.

Aerami is a clinical-stage biopharmaceutical company developing inhaled therapies to treat severe respiratory and chronic diseases. Aerami’s lead development program is AER-901, a drug-device combination product candidate in Phase 1 for the treatment of pulmonary arterial hypertension. AER-901 is designed to improve drug uptake and deliver consistent, therapeutically effective, and well tolerated levels of a nebulized formulation of imatinib through once-a-day inhalation via the FOX device, which is both 510(k) cleared and CE marked and which the company has licensed from Vectura Limited.

FoxWayne is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. FoxWayne is led by Chairman and Chief Executive Officer, Robb Knie.