IRVING, Texas, Sept. 25, 2024 (GLOBE NEWSWIRE) — Breeze Holdings Acquisition Corp. (OTCQX: BRZH, BRZHR, BRZHW), a publicly traded special purpose acquisition company, has entered into a definitive agreement to merge with YD Biopharma Limited, a clinical-stage biopharmaceutical company focusing on cancer prevention medical diagnostics and the development of exosome-based therapeutics with the potential to transform the treatment of a wide spectrum of diseases with high unmet medical need. Following the closing, the combined company is expected to be listed on the Nasdaq Capital Market.
Using Technology to Detect Health Problems Early On
YD Biopharma specializes in the biopharmaceutical business and serves as a supplier of drugs and medical materials for clinical trials. In 2015, YD Biopharma was appointed as a clinical testing drug supplier by Novartis and has since expanded its offerings to include development and supply of ancillary products post-launch. YD Biopharma’s mission is to create a cancer-free world through advancements in biotechnology.
More recently, YD Biopharma obtained patent and technology authorization from 3D Global Biotech Inc. (“3D Biotech”) to pioneer the application of corneal mesenchymal stem cells and their exosomes for treating eye diseases. YD Biopharma has introduced new advanced drugs and treatments for conditions such as dry eye disease, glaucoma, and corneal repair. YD Biopharma aims to optimize the treatment market for eye diseases by distribution through pharmacies, optometrists, and other channels.
Earlier this year, YD Biopharma obtained patents, technology and U.S. market authorization from EG Biomed Taiwan for core methylation detection of pancreatic cancer with high sensitivity, specificity and accuracy. This partnership has led to the establishment of an independent laboratory in the U.S. dedicated to pancreatic cancer early detection and monitoring technology that marks a significant expansion of YD Biopharma’s research and development capabilities to collaborate with hospitals, insurance companies and pharmaceutical companies to reach new patients.
YD Biopharma has also recently negotiated related authorizations for breast cancer detection to further expand the Company’s product offerings. YD Biopharma is in the process of acquiring licenses from EG BioMed Taiwan for advanced breast cancer detection technology in the U.S., E.U., and Asia-Pacific that has high sensitivity, specificity and accuracy. The acquisition of the licenses for EG Biomed’s breast cancer detection technology in the U.S., E.U., and Asia-Pacific is expected to be consummated simultaneously with the closing of the merger with Breeze.
Management Commentary
Dr. Ethan Shen, the Founder, Chairman and CEO of YD Biopharma, has an extensive background in the pharmaceutical industry having worked at a well-known global pharmaceutical company. Inspired by his father’s struggle with cancer and subsequent passing, Dr. Shen is dedicated to eradicating cancer and helping people to avoid chronic and painful treatments through early detection.
Dr. Shen stated the following regarding the proposed transaction, “I’m pleased to announce the next phase of our strategy as we embark on a public listing in the U.S. through the proposed business combination with Breeze. Since our founding in 2013, we’ve made significant strides in expanding our capabilities through organic innovation, licensing agreements, and notable strategic partnerships. We have a strategic roadmap in place for accelerated growth and a compelling story to tell in the U.S. market as we aim to deliver health problem detection at an earlier stage than ever before through minimal intervention.”
J. Douglas Ramsey, Ph.D., Chairman and CEO of Breeze, commented, “From day one, it has been our mission at Breeze to find a company with innovative and disruptive technology that has the potential to deliver significant growth to our shareholders. We are highly optimistic about the proposed business combination with YD Biopharma, a company that we believe is a true outlier in the biotech industry with strong growth potential in a variety of healthcare markets. We are working closely with their team to expeditiously close the transaction by early 2025 and move forward with YD Biopharma as a publicly traded company in the U.S.”
YD Biopharma Key Investment Highlights
- Proven Capabilities Across a Broad Spectrum of Solutions: YD Biopharma has an extensive suite of solutions ranging from ophthalmology cellular drug development to pancreatic and breast cancer diagnostics to nutritional product sales.
- Notable Strategic Partnerships, Offering Validation and Growth Potential: YD Biopharma is a clinical testing drug supplier for Novartis, a top five global pharmaceutical company, as well as having licensing partnerships with EG BioMed for pancreatic cancer detection and 3D Global Biotech to develop treatment for eye disorders.
- Proprietary Technology Supported by Licensing Agreements and IP Portfolio: Multi-decade, exclusive licensing agreements and owned, patented technology provides YD Biopharma with significant competitive first-mover advantage in each of its clinical markets.
- Large and Underserved Markets for Each Solution Showcase Untapped Growth Potential: Multi-billion-dollar global market sizes and high single digit CAGRs over the next decade provide significant growth potential for YD Biopharma’s solutions.
- Strong Leadership Team with Deep Expertise in Biotech and Finance: YD Biopharma has a founder-led management team with experience in new drug development, medical-grade health product development, pharmacy channel development, and financial management and accounting.
Transaction Overview
Under the terms of the business combination agreement, Breeze and YD Biopharma will each merge into wholly-owned subsidiaries of a newly formed Cayman holding company expected to be named “YD Biopharma Holdings Limited” and is anticipated to be listed on the Nasdaq Capital Market.
Assuming no redemptions, the combined company will have an estimated post-transaction enterprise value of $694 million, consisting of an estimated equity value of $715 million, $21.0 million in cash and no debt. Cash proceeds raised will consist of Breeze’s $10.1 million cash in trust (before redemptions and payment of any transaction expenses) and $15 million in anticipated new capital.
YD Biopharma intends to use the proceeds from the transaction to expand production and continue development, approval and launch of new technologies.
The transaction has been unanimously approved by the boards of directors of both YD Biopharma and Breeze. It is expected to close by early 2025, subject to regulatory and stockholder approvals, and other customary closing conditions. Additional information may be found in the Current Report on Form 8-K that was filed by Breeze Holdings today with the U.S. Securities and Exchange Commission.
Upon completion of the transaction, YD Biopharma will continue to be led by Founder, Chairman, and CEO Dr. Ethan Shen. Wu Cheng-fend will serve as Chief Medical Officer, and May Tsai will serve as Chief Business Officer.
Advisors
ArentFox Schiff LLP and Ogier are acting as legal advisors to YD Biopharma. I-Bankers Securities, Inc. is acting as financial advisor to Breeze Holdings. Woolery & Co. PLLC is acting as legal advisor to Breeze Holdings.
About YD Biopharma
YD Biopharma Limited is a clinical-stage biopharmaceutical company focusing on cancer prevention medical diagnostics and the development of exosome-based therapeutics with the potential to transform the treatment of a wide spectrum of diseases with high unmet medical need. Through continuous effort and innovation, the Company has also become a recognized supplier of clinical trial drugs and has begun developing and supplying post-market auxiliary products.
For more information, please visit www.yd-biopharma.com.
About Breeze Holdings Acquisition Corp.
Breeze Holdings is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combinations with one or more businesses or entities.
