0001193125-21-198133.txt : 20210624 0001193125-21-198133.hdr.sgml : 20210624 20210624093751 ACCESSION NUMBER: 0001193125-21-198133 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210624 DATE AS OF CHANGE: 20210624 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Khosla Ventures Acquisition Co. CENTRAL INDEX KEY: 0001841873 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40131 FILM NUMBER: 211041055 BUSINESS ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-376-8500 MAIL ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Khosla Ventures Acquisition Co. CENTRAL INDEX KEY: 0001841873 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-376-8500 MAIL ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 425 1 d136928d425.htm 425 425

Filed by Khosla Ventures Acquisition Co.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Khosla Ventures Acquisition Co.

Commission File No. 001-40131

FOR IMMEDIATE RELEASE

Valo Health

June 24, 2021

Valo Health Welcomes Leading Life Sciences and Technology Expert Judy Lewent to Board of Directors

Former Merck CFO brings wealth of finance, technology and pharma experience

BOSTON, MA (June 24, 2021) — Valo Health, LLC (“Valo”), the technology company built to transform the drug discovery and development process using human-centric data and artificial intelligence (“AI”), today announced the appointment of Judy Lewent to its Board of Directors and as chair of its Audit Committee. Lewent, a highly regarded executive with over 30-years of extensive experience in the global pharmaceutical and technology industries, was most recently a Non-Executive Independent Director of GlaxoSmithKline and is the former Chief Financial Officer of Merck & Co., Inc., where she was primarily responsible for finance, corporate development and strategic planning.

“Judy brings unparalleled experience within the finance, technology and pharmaceutical realms. We are thrilled to bring aboard such a well-respected leader,” said David Berry, CEO of Valo Health. “Her deep experience across both tech and life science speaks to Valo’s ethos, with that rare ability to operate across both fields, which we believe to be essential to transforming drug discovery and development. Her acute business acumen, strategic vision, and ability to integrate economics, finance, statistics, and computer science make her a tremendous asset to our growing company. I greatly look forward to working with her and having the benefit of her insights.”

“I’m pleased to be joining Valo at such a critical juncture, as they hit their stride in building a platform that is well positioned to accelerate the discovery and development of new drugs,” Lewent said. “The combination of Valo’s leadership, compute capabilities, and data analytics are a testament to why it is critical that we invest in new ways to transform the legacy approach in the pursuit of achieving better outcomes on behalf of patients.”

Over her 27 years at Merck, Lewent was responsible for worldwide finance, corporate development, licensing, and strategic planning. She also led the Johnson & Johnson, Merck Consumer Pharmaceuticals, and Merial (Merck and Sanofi-Aventis) joint venture relationships, as well as Merck’s relationships with Astra and DuPont. In addition, she served as chair of Merck Capital Ventures and was a member of Merck’s executive committee.

Lewent is currently on the board of directors of Motorola Solutions, and she has previously served on the boards of biotech and tech authorities Thermo Fisher Scientific and Dell. In addition, she is a life member of the MIT Corporation and a member of the American Academy of Arts & Sciences. In 2000, CFO Magazine presented her with the CFO Excellence Award in the Revenue Growth category.

Lewent earned a B.S. in economics from Goucher College in 1970 and an M.S. in management from MIT’s Sloan School of Management in 1972. She received an honorary doctorate of humane letters from Goucher College in 1998, an honorary doctor of engineering from Stevens Institute of Technology in 2000, and an honorary doctorate of science from the New Jersey Institute of Technology in 2004.

About Valo Health

Valo Health, LLC (“Valo”) is a technology company built to transform the drug discovery and development process using human-centric data and artificial intelligence (“AI”) driven computation. As a digitally native company, Valo aims to fully integrate human-centric data across the entire drug development lifecycle into a single unified architecture, thereby accelerating the discovery and development of life-changing drugs while simultaneously reducing the cost, time, and failure rate. The company’s Opal Computational Platform™ consists of an integrated set of capabilities designed to transform data into valuable insights that may accelerate discoveries and enable Valo to advance a robust pipeline of programs across cardiovascular metabolic renal, oncology, and neurodegenerative disease. Founded by Flagship Pioneering and headquartered in Boston, MA, Valo also has offices in Lexington, MA, San Francisco, CA, Princeton, NJ, and in Branford, CT. To learn more, visit www.valohealth.com.

Valo Contact Information

Media Contact

Jennifer Hanley, VP Corporate Communications

jhanley@valohealth.com

Investor Contact

Graeme Bell, CFO

gbell@valohealth.com

Additional Information and Where to Find It

This document relates to a proposed transaction between Valo and Khosla Ventures Acquisition Co. (“KVAC”). This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. KVAC intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of KVAC, referred to as a proxy statement/prospectus. A final proxy statement/prospectus will be sent to all KVAC shareholders. KVAC also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of KVAC are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by KVAC through the website maintained by the SEC at www.sec.gov.

The documents filed by KVAC with the SEC also may be obtained free of charge at KVAC’s website at https://khoslaventuresacquisitionco.com/kvsa or upon written request to Secretary at Khosla Ventures Acquisition Co., 2128 Sand Hill Road, Menlo Park, California 94025.

Participants in Solicitation

KVAC and Valo and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from KVAC’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.

Forward-Looking Statements

This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Valo and KVAC. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could

cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of KVAC’s securities, (ii) the risk that the transaction may not be completed by the business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by either party, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the adoption of the Agreement and Plan of Merger, dated as of June 9, 2021 (the “Merger Agreement”), by and among KVAC, Valo, Valo Health, Inc., a Delaware corporation and a direct wholly owned subsidiary of Valo and Killington Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of KVAC, by the shareholders of KVAC, the satisfaction of the minimum trust account amount following any redemptions by KVAC’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the inability to complete the PIPE transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vii) the effect of the announcement or pendency of the transaction on Valo’s business relationships, operating results, and business generally, (viii) risks that the proposed transaction disrupts current plans and operations of Valo, (ix) the outcome of any legal proceedings that may be instituted against Valo or against KVAC related to the merger agreement or the proposed transaction, (x) the ability to maintain the listing of KVAC’s securities on a national securities exchange, (xi) changes in the competitive and regulated industries in which Valo operates, variations in operating performance across competitors, changes in laws and regulations affecting Valo’s business and changes in the combined capital structure, (xii) the ability to implement business plans and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities, (xiii) the risk of downturns and a changing regulatory landscape in the highly competitive drug discovery and development industry, and (ix) costs related to the transaction and the failure to realize anticipated benefits of the transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the registration statement on Form S-4 discussed above and other documents filed by KVAC from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Valo and KVAC assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Valo nor KVAC gives any assurance that either Valo or KVAC, or the combined company, will achieve its expectations.