General
We are a blank check company formed under the laws of the State of Delaware on November 20, 2019. We were formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.” To date, our efforts have been limited to organizational activities as well as activities related to this offering. None of our officers, directors, promoters and other affiliates has engaged in any substantive discussions on our behalf with representatives of other companies regarding the possibility of a potential merger, capital stock exchange, asset acquisition or other similar business combination with us. Our initial business combination and value creation strategy will be to identify, acquire and, after our initial business combination, assist in the growth of a business in the healthcare or a healthcare-related industry.
While we may pursue an initial business combination opportunity in any business, industry, sector or geographical location, we intend to initially focus our search on identifying a prospective target business in the healthcare or healthcare-related industry in the United States and other developed countries. Our strategy will be to identify, acquire and, after our initial business combination, build, a healthcare or a healthcare-related business. We intend to focus our investment effort broadly across the entire healthcare industry, which encompasses services, therapeutics, devices, diagnostics and animal health and services. We intend to seek initial business combination targets with smaller enterprise values and to particularly focus on the life sciences, medical technology, digital health and technology-enabled services sectors.
Board of Directors and Management
We believe our management team is equipped with the knowledge, experience, capital and human resources, and sustainable corporate governance practices to pursue unique opportunities that will offer attractive risk-adjusted returns. Our management team is led by Andreas Typaldos, Executive Chairman of BCII Enterprises, Inc. and Executive Chairman of Scalix Inc., and Sean Fitzpatrick, Founding Partner of Fidem Advisors.
Andreas Typaldos, our Chief Executive Officer and Chairman of the Board, has been a software and technology entrepreneur from the inception of the industry, as well as a private equity investor through a Family Office. His entrepreneurial activities and companies extend over both the US and international and primarily European venues. In the past, he was founder, founding investor, Board Member, and Chief Executive of a number of software, technology, consulting services, and internet companies, including AXS-One, an early international enterprise software company; Enikia LLC (subsequently known as Arkados and Iota Communications Inc.), which was a fabless semiconductor company in the powerline-based communications space at the inception of that market and whose Homeplug-compliant technology was sold to one of the largest semiconductor companies (ST Micro) before evolving into the IoT space; Xandros Inc., a Linux operating system company that provided the operating system used by Asus and Intel on the eeePC netbook mobile device to create that space prior to its domination by Apple’s iPad tablet; and a number of other companies in the technology, software, AI, and lifestyle markets. Currently, he is the Executive Chairman of BCII Enterprises Inc., a publicly traded holding company with a number of software, CLOUD, and AI operating subsidiaries including Soteria Health, a digital health and virtual care company of which he acts as Chairman; and Executive Chairman of Scalix Inc., a Linux-based enterprise email server company developed through funding and technology support by Microsoft. In the lifestyle and life sciences related industries, he is Board Member of an early cancer detection biotech company, QCDx; and owner of Merakia, a hospitality holding company. In April 2020 he became an Advisory Board Member, for AI/ML (artificial intelligence/machine learning), of AIkido Pharma (NASDAQ:AIKI); A native of Greece, Andreas came to the US in 1963 on scholarship from Columbia University where he received a Bachelor’s degree in Mathematics and Operations Research. He also received a graduate degree in Computer Science from Pratt Institute.
Sean Fitzpatrick, our Chief Financial Officer and Board Member, is the Founding Partner of Fidem Advisors, a boutique advisory firm that offers services in raising equity, debt, and bridge capital. Sean has over 25 years of Wall Street experience, spanning several major investment banks. He began his career in 1990 with Shearson Lehman Brothers as a Financial Advisor. Sean has held various positions of increasing responsibility at Alex Brown and Sons, Hambrecht & Quist, JP Morgan and Credit Suisse. The majority of his work experience has focused on the managing and raising capital from private wealth, family offices and institutional clients. Throughout the course of his career, Sean has raised or managed funds on behalf of a diverse base of clients. He holds a BBA in Finance from Loyola University in Baltimore, Maryland.
David Dobkin, our Board Member, is an experienced healthcare capital markets investment banker with a career focused on helping high-growth life science, medical device, and healthcare IT companies achieve their financial and strategic goals. David has worked with companies developing a wide range of technologies and brings extensive strategic advisory and execution capability to his clients. David has experience with both traditional and non-traditional forms of equity and debt offerings in both the U.S. and abroad. He is a regular speaker on growth capital formation at conferences across the United States and Canada. David is currently Chief Financial Officer and Board Member of LifeSci Acquisition Corp. (NASDAQ: LSAC), a blank check company that raised approximately $65,600,000 in its initial public offering and is currently seeking to consummate an initial business combination in the healthcare industry. Prior to joining LifeSci Capital LLC, the underwriter of this Offering, in 2018, David founded Candyland Brands LLC dba Dobkin & Company, an investment bank tailored for entrepreneur-lead companies focused on seed and growth equity and capital, in 2015. Previously, from 2010 to 2015, David worked in various capacities with the New Zealand Government facilitating capital formation on behalf of regional companies and government agencies with a focus on securing strategic foreign direct investment. David has tremendous experience conducting cross-border transactions. Prior to October 2010, David worked for Lazard Frères, one of the world’s preeminent financial advisory and asset management firms, where he facilitated and advised on cross-border mergers and acquisitions transactions in excess of $2.5 billion. Prior to joining for Lazard Frères, David began his career in in the Healthcare investment banking group for Wasserstein Perella based in New York. At Wasserstein Perella, David advised healthcare companies on capital formation as well as strategic alternatives. David conducted graduate research in stem cell bioengineering and received a Master of Science, Biomedical Engineering, from the University of Southern California. David also received a Bachelor’s of Science, Biomedical Engineering, from Columbia University. David holds FINRA Series 63, 79, and 82 licenses.
Anthony Hayes, our Board Member, is the Chief Executive Officer of Alkido Pharma Inc., fka Spherix Incorporated, a NASDAQ-traded technology commercialization company (NASDAQ: AIKI). He began his tenure by overseeing Alkido’s transformation from a biotechnology company into a diversified corporate entity, committed to advancing innovation by participating in the development of new technologies across several sectors. Anthony identified and brought about multimillion-dollar M&A acquisitions that resulted in some of the largest transactions in technology patents. He is also involved in all aspects of investor relations, representing Alkido in shareholder meetings, at domestic and international conferences, and in television and print media, including Bloomberg Television and Forbes. Anthony is an attorney and a former partner of an Am Law 100 firm, and is the previous co-founder and managing member of JaNSOME IP Management LLC, an intellectual property monetization firm. Anthony received his Juris Doctor from Tulane University Law School, and his Bachelors of Arts in Economics from Mary Washington College.
Robert Nicholson, has served as a member of the Board of Directors since inception. Robert has many years of leadership and investing experience in investment banking and private equity with a focus on public and private Capital Markets transactions, Real Estate, Mergers and Acquisitions, and Mid-Market Credit. He is currently a principal owner and Managing Director of Archon, responsible for general management of the firm’s operations, mergers and acquisitions, financial advisory, capital development, and strategic growth. He joined Archon in 2019 from Deutsche Bank where he focused on Private Equity and Alternative Investments. Robert began his career as an analyst at Morgan Stanley before moving into buy-side analysis with Oxford, and eventually into acquisitions for Wells Real Estate Funds. Over the last 15 years he has worked in a capital markets role directly or through joint ventures with some of the largest Private Equity firms in the industry including Hines, Cole Capital, Apollo, and Ares Management. He has a BA in Economics from the University of Texas at Austin, a Masters from London Business School with a concentration in Private Equity, and an MBA from Columbia Business School with a concentration in Finance.
Barry Dennis, CFA, will serve as a member of the Board Member as of the effectiveness date of the registration statement. Barry is a Managing Director of Investment Banking and Strategic Consulting at WaveCrest Securities and since March 2020 Barry has been a member of the board of directors of LifeSci Acquisition Corp (NASDAQ: LSAC), a blank check company that raised approximately $65,600,000 in its initial public offering and is currently seeking to consummate an initial business combination in the healthcare industry. Prior to joining WaveCrest, from January 2018 to December 2019 Barry served as Chairman of the Risk Committee Strategos Capital Markets, a structured products hedge fund, and as President from April 2015 to March 2017. From August 2013 to February 2015, Mr. Dennis served as Senior Managing Director of Institutional Structured Products for Canaccord Genuity, a full-service financial services firm and he served on Canaccord’s US Executive Management Committee in New York City. From 1993 to 2013, Barry worked for such firms as Merrill Lynch, TD Securities, and BMO. Barry received his Bachelor’s of Commerce from the University of British Columbia and his M.B.A from the University of Western Ontario and is a holder of the Charter of Financial Analysts.
Kimon Angelides, will serve as a member of the Board Member as of the effectiveness date of the registration statement. Kimon Angelides is the founder of six healthcare companies: FemTec Health, EarlyBird Pharma, Merlin LifeSciences, Vivante Health, EosHealth which became Livongo (NASDAQ: LVGO) and debuted in July 2019 with a $355M IPO at a $3.4B valuation and reached an agreement to be acquired for $18.5B by Teladoc, DiabetesAmerica, a network of diabetes centers that pioneered bundled payment for employers and health plans and provider risk models, and mAbGen, a cancer biotech company that partnered with world-renowned MDAnderson Cancer Center and was acquired by Valeant Pharmaceuticals (NYSE: VRX).
Kimon recently received the 2020 digital health Disruptive Founder of the Year Award from Rock Health, Goldman Sachs, and PacWest Bank for his contributions and work in digital health. Kimon’s newest company, FemTec Health was created in 2020 to bring together all the product and services to create a total healthcare experience for women and to tackle some of the most complex health conditions using state of the art technologies. Vivante Health, was created in 2016 after Livongo to meet the needs of people who have invisible and stigmatized diseases, starting with digestive health using digital health tools, telemedicine, and biometric devices. Livongo was the direct creation from his work in diabetes to meet the needs of the new mobile population as a digital health company that used technology to go beyond the clinic walls by using wireless biometric devices including the first two way wireless cloud based glucose meter integrated with anywhere, anytime supportive care, and was the first digital health program accredited for reimbursable diabetes care by the American Association of Diabetes Educators.
Prior to his healthcare career, Kimon lead strategy at Tanox, Inc. (NASDAQ: TNX), a biotech company now part of Genentech (NYSE: DNA), Director of Strategic Development at St Luke’s/Texas Heart Institute, Professor and Chair of Cell Biology and Biomedical Sciences at the University of Durham in the UK building the pre-clinical services for a new medical school, Professor of Cell Biology, Neuroscience, Biochemistry, and Molecular Biophysics at Baylor College of Medicine, and Associate and Assistant Professor at the University of Florida and McGill University. Kimon has served on the National Medical Advisory Boards of the National Multiple Sclerosis Society, Muscular Dystrophy Association, and the National Institutes of Health. Kimon was a Research Career Development Awardee of the National Institutes of Health, a Mombusho Scholar of Japan, Distinguished Professor at INSERM/Centre National de Recherche Scientifique of France, and a Basil O’Connor Scholar from the March of Dimes Birth Defect Foundation. He has published over 100 papers and holds more than 40 either issued or published patents. He has a PhD in Bio-organic Chemistry from the University of California, Santa Cruz and has done graduate work in business, laws, and public health.
Our management believes its knowledge of the healthcare industry — through direct involvement in investing in and working with healthcare companies — and understanding of the M&A market gives us a unique ability to effectively identify, evaluate, price, negotiate and close an attractive acquisition in this industry. For further information on our management team’s experience, see the section titled “Management.” We believe that our network within the healthcare industry is uniquely deep and that our management team is well positioned to identify high-growth acquisition opportunities in the marketplace.