UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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standards provided pursuant to Section 13(a) of the Exchange Act.
Introductory Note.
As previously disclosed, on September 14, 2022, Maxpro Capital Acquisition Corp., a Delaware corporation (“Maxpro”), entered into a Business Combination Agreement by and among Maxpro, Apollomics Inc., a Cayman Islands exempted company (“Apollomics”), and Project Max SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Apollomics (“Merger Sub”), which was amended by that certain First Amendment to the Business Combination Agreement (“First Amendment”), dated as of February 9, 2023 (as amended, the “Business Combination Agreement”).
On March 29, 2023 (the “Closing Date”), as contemplated by the Business Combination Agreement, Merger Sub merged with and into Maxpro, with Maxpro surviving as a wholly-owned subsidiary of Apollomics (the “Business Combination”). Additionally, on the Closing Date, Apollomics completed the sale of (i) 230,000 Class B ordinary shares of Apollomics at $10.00 per share (“PIPE Class B Shares”) and (ii) 2,135,000 Series A Preferred Shares of Apollomics (the “Apollomics Series A Preferred Shares”) at $10.00 per share, to certain accredited investors (collectively, the “PIPE Investors”) for gross proceeds to Apollomics of $23,650,000. Each Apollomics Series A Preferred Share is convertible, at any time at the option of the holder thereof, into Class A ordinary shares of Apollomics (“Apollomics Class A Ordinary Shares”) at an initial conversion ratio of 1:1.25. Prior to the six-month anniversary of the Closing Date, no holder may transfer any Apollomics Series A Preferred Shares or any Apollomics Class A Ordinary Shares into which such Apollomics Series A Preferred Shares may be converted. Upon the fifth anniversary of the Closing Date, the Apollomics Series A Preferred Shares will automatically convert into Apollomics Class A Ordinary Shares. Each PIPE Investor who subscribes for PIPE Class B Shares will receive one-fourth of one warrant of Apollomics (the “Penny Warrants”) for every PIPE Class B Share purchased, each whole Penny Warrant exercisable to purchase one Apollomics Class A Ordinary Share for $0.01 per share, pursuant to warrant agreements entered into between Apollomics and each PIPE Investor purchasing PIPE Class B Shares.
On the Closing Date, after giving effect to the redemption of an aggregate of 10,270,060 shares of Maxpro’s Class A common stock in accordance with the terms of Maxpro’s second amended and restated certificate of incorporation (“SPAC Redemptions”), the securityholders of Apollomics receiving shares pursuant to the Business Combination Agreement own more than 95% of the outstanding Apollomics ordinary shares and the securityholders of Maxpro and the PIPE Investors own the remaining Apollomics ordinary shares.
On the Closing Date, the following securities issuances were made by Apollomics to Maxpro’s securityholders: (i) each outstanding share of Class B common stock of Maxpro was exchanged for one Apollomics Class A Ordinary Share, (ii) each outstanding share of Class A common stock of Maxpro was exchanged for one Apollomics Class A Ordinary Share, (iii) each outstanding warrant of Maxpro was assumed by Apollomics and became a warrant of Apollomics (“Apollomics Warrant”) and (iv) the promissory note relating to the Maxpro sponsor’s extension of the deadline for the Business Combination was settled in units, which were exchanged for Apollomics Class A Ordinary Shares and Apollomics Warrants.
The description of the Business Combination Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by the text of (i) the Business Combination Agreement, which was filed as Exhibit 2.1 to Maxpro’s Current Report on Form 8-K filed on September 14, 2022, and (ii) the First Amendment, which was filed as Exhibit 2.1 to Maxpro’s Current Report on Form 8-K filed on February 10, 2023, each of which is incorporated by reference herein.
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, Maxpro, Apollomics and Continental Stock Transfer & Trust Company (“Continental”) entered into that certain Warrant Assignment, Assumption and Amendment Agreement (the “New Warrant Agreement”). The New Warrant Agreement amends that certain Warrant Agreement, dated as of October 7, 2021, by and between Maxpro and Continental (the “Existing Warrant Agreement”), to provide for the assignment by Maxpro of all its rights, title and interest in the warrants of Maxpro to Apollomics. Pursuant to the New Warrant Agreement, all Maxpro warrants under the Existing Warrant Agreement will no longer be exercisable for shares of Maxpro’s Class A common stock, but instead will be exercisable for Apollomics Class A Ordinary Shares. The New Warrant Agreement also covers Apollomics Warrants issued as part of the Business Combination.
The foregoing description of the New Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the New Warrant Agreement, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
On the Closing Date, in connection with the consummation of the Business Combination, the following material agreements of Maxpro terminated in accordance with their terms: (i) that certain Investment Management Trust Agreement, dated as of October 7, 2021, between Maxpro and Continental, pursuant to which Continental invested the proceeds of Maxpro’s initial public offering in a trust account and facilitated the SPAC Redemptions; (ii) that certain Administrative Support Agreement, dated as of October 7, 2021, between Maxpro and Maxpro Capital Management LTD, pursuant to which an affiliate of certain officers and directors of Maxpro provided office space, utilities, and secretarial and administrative support to Maxpro for a fee of $10,000 per month; and (iii) the Letter Agreement, dated as of October 7, 2021, made in favor of Maxpro by each officer and director of Maxpro and MP One Investment LLC, which included covenants of such persons to vote in favor of Maxpro’s initial business combination and not to participate in the SPAC Redemptions, among other things.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note and Items 1.01 and 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the consummation of the Business Combination, on the Closing Date, Maxpro and Apollomics notified The Nasdaq Stock Market (“Nasdaq”) that the certificate of merger relating to the Business Combination had been filed with the Secretary of State of the State of Delaware and that Maxpro’s outstanding securities had been converted into Apollomics Class A Ordinary Shares and Apollomics Warrants, as described in Item 1.02 above. Maxpro and Apollomics jointly requested that Nasdaq delist Maxpro’s units, Class A common stock, and warrants on March 29, 2023, and as a result, trading of Maxpro’s units, Class A common stock, and warrants on Nasdaq was suspended at 4:00 p.m. on March 29, 2023. On March 29, 2023, Nasdaq filed a notification of removal from listing and registration on Form 25, thereby commencing the process of delisting Maxpro’s securities from Nasdaq and deregistering the securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and Item 2.01 and Item 3.01 above and Item 5.01 below of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Business Combination, a change in control of Maxpro occurred. Following the consummation of the Business Combination, Maxpro became a wholly owned subsidiary of Apollomics.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
In accordance with the terms of the Business Combination Agreement, and effective as of the Closing Date, each of Maxpro’s officers and directors resigned as a member of Maxpro’s board of directors and/or from each officer position previously held, as applicable. These resignations were not a result of any disagreement between Maxpro and the officers and directors on any matter relating to Maxpro’s operations, policies or practices.
Item 8.01 Other Events.
Attached as Exhibit 99.1 to this Current Report on Form 8-K is the press release issued by Apollomics announcing the consummation of the Business Combination.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 4.1 | Warrant Assignment, Assumption and Amendment Agreement, dated as of March 29, 2023, by and among Maxpro Capital Acquisition Corp., Apollomics Inc. and Continental Stock Transfer & Trust Company. | |
| 99.1 | Press Release, dated March 30, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MAXPRO CAPITAL ACQUISITION CORP. | |||
| By: | /s/ Hong - Jung (Moses) Chen | ||
| Name: | Hong - Jung (Moses) Chen | ||
| Title: | Chief Executive Officer | ||
| Dated: March 30, 2023 | |||
Exhibit 4.1
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
This WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made as of March 29, 2023, by and among Maxpro Capital Acquisition Corp., a Delaware corporation (the “Company”), Apollomics Inc., a Cayman Islands exempted company (“Apollomics”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Warrant Agent”).
RECITALS
WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of October 7, 2021, and filed with the United States Securities and Exchange Commission as part of a registration statement on Form S-1 on September 20, 2021 (as amended, including all Exhibits thereto, the “Existing Warrant Agreement”);
WHEREAS, the Company has issued and sold 10,350,000 redeemable warrants as part of units to public investors in a public offering (the “Public Warrants”) to purchase the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), with each whole Public Warrant being exercisable for one share of Class A Common Stock and with an exercise price of $11.50 per share;
WHEREAS, the Company has issued and sold 464,150 redeemable warrants as part of units to investors in a private placement transaction (the “Private Placement Warrants”, and, together with the Public Warrants, the “Warrants”) to purchase Class A Common Stock, with each whole Warrant being exercisable for one share of Class A Common Stock and with an exercise price of $11.50 per share;
WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;
WHEREAS, the Company, Apollomics, and Project Max SPAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Apollomics (“Merger Sub”), entered into that certain Business Combination Agreement, dated as of September 14, 2022 (as may be amended and/or restated from time to time, the “Business Combination Agreement”);
WHEREAS, on March 29, 2023, pursuant to the provisions of the Business Combination Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company as the surviving company in the Merger (the “Surviving Company”) and becoming a wholly-owned subsidiary of Apollomics, and, immediately following the Merger, each issued and outstanding share of Class A Common Stock was automatically converted (the “Share Exchange”, and, together with the Merger, the “Transaction”) into Class A ordinary shares of Apollomics (the “Apollomics Shares”) and the Surviving Company became a wholly owned subsidiary of Apollomics;
WHEREAS, as provided in Section 4.4 of the Existing Warrant Agreement, the Warrants are no longer exercisable for Class A Common Stock but instead are exercisable (subject to the terms and conditions of the Existing Warrant Agreement, as amended hereby) for Apollomics Shares;
WHEREAS, the Board of Directors of the Company has determined that the consummation of the transactions contemplated by the Business Combination Agreement constitutes a “Business Combination” (as such term is defined in the Existing Warrant Agreement);
WHEREAS, Apollomics has obtained all necessary corporate approvals to enter into this Agreement and to consummate the transactions contemplated herein (including the assignment and assumption of the Existing Warrant Agreement and the related issuance of each Warrant, and exchange thereof for a warrant to subscribe for Apollomics Shares on the conditions set out herein, and the exclusion of any pre-emptive rights in that respect) and by the Existing Warrant Agreement;
WHEREAS, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to Apollomics and Apollomics wishes to accept such assignment; and
WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any registered holders for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant Agent deem shall not adversely affect the interest of the registered holders of the Warrants.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.
ARTICLE I
ASSIGNMENT AND ASSUMPTION; CONSENT.
Section 1.1 Assignment and Assumption. The Company hereby assigns to Apollomics all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) and Apollomics hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the execution of this Agreement, in each case, effective immediately following the completion of the Share Exchange. As a result of the preceding sentence, effective immediately following the completion of the Share Exchange, each Warrant will be exchanged for a warrant to subscribe for Apollomics Shares pursuant to the terms and conditions of the Existing Warrant Agreement (as amended hereby).
Section 1.2 Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to Apollomics pursuant to Section 1.1 hereof effective immediately following the completion of the Share Exchange, and the assumption of the Existing Warrant Agreement by Apollomics from the Company pursuant to Section 1.1 hereof effective immediately the completion of the Share Exchange, and to the continuation of the Existing Warrant Agreement in full force and effect from and after the Share Exchange, subject at all times to the Existing Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement.
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ARTICLE II
AMENDMENT OF EXISTING WARRANT AGREEMENT
The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Article II, effective immediately upon the completion of the Share Exchange, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Article II are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders.
Section 2.1 Preamble. All references to “Maxpro Capital Acquisition Corp., a Delaware corporation” in the Existing Warrant Agreement shall refer instead to “Apollomics Inc., a Cayman Islands exempted company”. As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Apollomics rather than to Maxpro Capital Acquisition Corp.
Section 2.2 Reference to Apollomics Shares. All references to “Class A common stock” in the Existing Warrant Agreement shall refer instead to “Class A ordinary shares”. As a result thereof, all references to “Common Stock” in the Existing Warrant Agreement shall be references to Apollomics Shares rather than to Class A Common Stock.
Section 2.3 Notice. The address for notices to the Company set forth in Section 9.2 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows:
Apollomics Inc.
989 E. Hillsdale Boulevard, Suite 220
Foster City, CA 94404
Attention: Brianna MacDonald
Email: brianna.macdonald@apollomicsinc.com
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.1 Effectiveness of Agreement. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be contingent upon the occurrence of the Share Exchange.
Section 3.2 Examination of the Existing Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the United States of America, for inspection by the Registered Holder (as such term is defined in the Existing Warrant Agreement) of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.
Section 3.3 Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.
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Section 3.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
Section 3.5 Entire Agreement. Except to the extent specifically amended or superseded by the terms of this Agreement, all of the provisions of the Existing Warrant Agreement shall remain in full force and effect, as assigned and assumed by the parties hereto, to the extent in effect on the date hereof, and shall apply to this Agreement, mutatis mutandis. This Agreement and the Existing Warrant Agreement, as assigned and modified by this Agreement, constitutes the complete agreement between the parties and supersedes any prior written or oral agreements, writings, communications or understandings with respect to the subject matter hereof.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, Apollomics, the Company and the Warrant Agent have duly executed this Agreement, all as of the date first written above.
| MAXPRO CAPITAL ACQUISITION CORP. | ||
| By: | /s/ Chen, Hong-Jung (Moses) | |
| Name: | Chen, Hong-Jung (Moses) | |
| Title: | Chief Executive Officer | |
| APOLLOMICS INC. | ||
| By: | /s/ Guo-Liang Yu | |
| Name: | Guo-Liang Yu | |
| Title: | Chief Executive Officer | |
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY | ||
| By: | /s/ Douglas Reed | |
| Name: | Douglas Reed | |
| Title: | Vice President | |
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Exhibit 99.1
Apollomics, a Company Developing Novel Oncology Therapies to Address Difficult-to-Treat Cancers, Announces Closing of Business Combination and Listing on Nasdaq
Apollomics’ Class A ordinary shares and public warrants are expected to begin trading today
on the Nasdaq Capital Market under the ticker symbols ‘APLM’ and ‘APLMW’
FOSTER CITY, Calif. – March 30, 2023 – Apollomics Inc. (“Apollomics” or the “Company”), a clinical-stage biopharmaceutical company developing multiple oncology drug candidates to address difficult-to-treat and treatment-resistant cancers, today announced the completion of its business combination (the “Business Combination”) with Maxpro Capital Acquisition Corp. (“Maxpro”, Nasdaq: JMAC). Apollomics’ Class A ordinary shares and public warrants are expected to commence trading today, March 30, 2023, on the Nasdaq Capital Market (Nasdaq) under the symbols "APLM" and “APLMW,” respectively. The Business Combination, which was approved by Maxpro’s shareholders on March 20, 2023, along with a $23.65 million private investment in public equity (PIPE) financing raised in connection with the Business Combination, provides access to capital that is expected to enable the Company to advance its pipeline of drug candidates.
Apollomics’ mission is to improve treatment options for patients diagnosed with difficult-to-treat, high mortality cancers. Apollomics’ pipeline includes nine novel oncology drug candidates, six of which are currently in clinical stage of development. By using targeted therapy, immuno-oncology agents, and other innovative approaches, Apollomics’ novel drug candidates have the potential to address a range of cancers, including lung cancer, brain cancer, acute myeloid leukemia, and other solid tumors.
Apollomics expects results from its global Phase 2 multi-cohort clinical trial of vebreltinib (APL-101), a highly specific cMet inhibitor, in non-small cell lung cancer and other solid tumors with cMet dysregulation, this year, which the Company believes may support its first new drug application with the U.S. Food and Drug Administration (FDA) while generating clinical data on other indications. Apollomics is also developing uproleselan (APL-106), an E-selectin inhibitor in China, as an adjunct to chemotherapy to enhance its anti-cancer effects for adult patients with relapsed or refractory acute myeloid leukemia. The FDA granted Breakthrough Therapy Designation to GlycoMimetics, Apollomics’ collaboration partner in the United States, for uproleselan, and the China National Medical Products Administration (NMPA) designated it as a breakthrough therapy in China. The Company expects to complete patient recruitment of its Phase 3 study for uproleselan (APL-106) in China this year.
“Becoming a public company represents a major milestone in our journey to provide solutions for patients with difficult-to-treat cancers worldwide,” said Dr. Guo-Liang Yu, Ph.D., Chairman and Chief Executive Officer of Apollomics. “The funds now available to us are expected to facilitate development of our oncology pipeline and further our mission to provide patients with effective therapies and hope.”
Moses Chen, Chief Executive Officer of Maxpro, said, “We are thrilled to have completed the Business Combination with Apollomics. We’re confident that the Company’s cutting-edge drug candidates will deliver value to investors while advancing the Company’s ability to provide treatment options for patients diagnosed with difficult-to-treat, high mortality cancers.”
Apollomics will continue to be led by Dr. Yu, a serial entrepreneur and pharmaceutical researcher with more than 300 patents, as its Chief Executive Officer and Chairman of the Board of Directors.
The Apollomics executive leadership team will also consist of:
| · | Dr. Sanjeev Redkar, Ph.D., MBA, Apollomics’ Co-Founder, who will continue to serve as President and will serve as a Director; |
| · | Dr. Jane Wang, Ph.D., who will continue to serve as Chief Scientific Officer; and |
| · | Dr. Peony Yu, MD, who will continue to serve as Chief Medical Officer. |
In addition to Dr. Yu and Dr. Redkar, Apollomics’ Board of Directors will also consist of: Dr. Jonathan Wang, Ph.D., MBA; Dr. Kenneth C. Carter, Ph.D.; Dr. Hong-Jung (Moses) Chen, Ph.D.; Wendy Hayes, MBA; and Glenn S. Vraniak, MBA.
Advisors
EF Hutton, division of Benchmark Investments, LLC served as capital markets advisor and exclusive placement agent to Maxpro. Nelson Mullins Riley & Scarborough LLP served as legal advisor to Maxpro. White & Case LLP served as legal advisor to Apollomics.
About Apollomics Inc.
Apollomics Inc. is an innovative clinical-stage biopharmaceutical company focused on the discovery and development of oncology therapies with the potential to be combined with other treatment options to harness the immune system and target specific molecular pathways to inhibit cancer. Apollomics currently has a pipeline of nine drug candidates across multiple programs, six of which are currently in the clinical stage of development. Apollomics’ lead programs include investigating its core product, vebreltinib (APL-101), a potent, selective c-Met inhibitor for the treatment of non-small cell lung cancer and other advanced tumors with c-Met alterations, which is currently in a Phase 2 multicohort clinical trial in the United States, and developing an anti-cancer enhancer drug candidate, uproleselan (APL-106), a specific E-Selectin antagonist that has the potential to be used adjunctively with standard chemotherapy to treat acute myeloid leukemia and other hematologic cancers, which is currently in Phase 1 and Phase 3 clinical trials in China.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes statements that constitute “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of present or historical fact included in this press release, regarding the Company’s future financial performance, as well as the Company’s strategy, future operations, revenue guidance, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Apollomics cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Apollomics. In addition, Apollomics cautions you that the forward-looking statements contained in this press release are subject to unknown risks, uncertainties and other factors, including: (i) the impact of any current or new government regulations in the United States and China affecting Apollomics’ operations and the continued listing of Apollomics’ securities; (ii) the inability to achieve successful clinical results or to obtain licensing of third-party intellectual property rights for future discovery and development of Apollomics’ oncology projects; (iii) the failure to commercialize product candidates and achieve market acceptance of such product candidates; (iv) the failure to protect Apollomics’ intellectual property; (v) breaches in data security; (vi) risks related to the ongoing COVID-19 pandemic and response; (vii) the risk that Apollomics may not be able to develop and maintain effective internal controls; (viii) unfavorable changes to the regulatory environment; and those risks and uncertainties discussed in the Form F-4 (as amended) filed by Apollomics, Inc. with the U.S. Securities and Exchange Commission (“SEC”) under the heading “Risk Factors” and the other documents filed, or to be filed, by the Company with the SEC. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. New risk factors that may affect actual results or outcomes emerge from time to time and it is not possible to predict all such risk factors, nor can Apollomics assess the impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that Apollomics has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Apollomics undertakes no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If Apollomics updates one or more forward-looking statements, no inference should be drawn that Apollomics will make additional updates with respect to those or other forward-looking statements.
CONTACTS
Investor Relations
Peter Vozzo
ICR Westwicke
Peter.Vozzo@westwicke.com
443-213-0505
Media Relations
Sean Leous
ICR Westwicke
Sean.Leous@westwicke.com
646-866-4012
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