Vincerx Pharma (VINC) Proxy Filing summary

Executive summary

• A proposed merger between Vincerx and Oqory would result in Oqory equity holders owning about 95% and Vincerx holders about 5% of the combined company, with a minimum $13.66 million equity value for Vincerx holders at closing.

• The merger is contingent on interim financing, due diligence, and a concurrent $20 million equity investment at closing.

• The combined company will focus on late-stage ADC innovation, with a robust pipeline including OQY-3258, a next-generation TROP2 ADC in Phase 3 trials.

• OQY-3258 has received Breakthrough Therapy Designation in China for first-line PD-L1 negative TNBC and shows promising efficacy and safety in clinical trials.

• The ADC market is highly active, with numerous recent high-value deals and a strong focus on technology platforms.

Voting matters and shareholder proposals

• Stockholder approval from both parties is required for the merger to proceed.

• A definitive proxy statement will be sent to Vincerx stockholders, and all relevant materials will be filed with the SEC.

Board of directors and corporate governance

• The post-merger board will have nine members: two nominated by Vincerx key stockholders, two by Oqory key stockholders, and five independent directors nominated by Oqory in consultation with others.