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Ropes & Gray Advises Intrinsic Medicine in de-SPAC Business Combination Agreement with Phoenix Biotech Acquisition Corp.

Practices: Capital Markets, Special Purpose Acquisition Companies, Securities & Public Companies, Private Equity, Mergers & Acquisitions, Health Care, Health Care Finance & Restructuring, Executive Compensation & Employee Benefits, Tax, Intellectual Property, Intellectual Property Transactions, Data, Privacy & Cybersecurity Industries: Healthcare & Life Sciences

Ropes & Gray represented Intrinsic Medicine, Inc., a therapeutics company leveraging human milk biology to transform Gut-Brain Axis and inflammatory disorders, in a de-SPAC definitive business combination agreement with Phoenix Biotech Acquisition Corp, a special purpose acquisition company. Upon transaction closing, anticipated in the first half of 2023, the combined company’s common stock is expected to be listed on the Nasdaq Capital Market under the ticker symbol “INRX.” The transaction was announced on October 31.

Anticipated cash resources will fund a Phase 2b clinical trial of Intrinsic’s lead candidate, a synthetic biology-manufactured human milk oligosaccharides (HMOs) based medicine in over 400 patients with the constipation dominant form of irritable bowel syndrome, and advance Intrinsic’s pipeline of HMO drug candidates through additional clinical and regulatory milestones.

The transaction reflects a pre-money equity value of $136 million for Intrinsic Medicine and is expected to provide up to $178.8 million held in trust, assuming no redemptions by current Phoenix stockholders and no additional capital raised.

The Ropes & Gray team was led by capital markets partner Daniel Forman, private equity partner Carl Marcellino, private equity associate Bethany Hickey and capital markets associate Sam Tansley and included employment & benefits partner Renata Ferrari, IP transactions partner David McIntosh, health care partner Michael Lampert, tax partner Elaine Murphy, employment & benefits partner Danna Kivell, tax counsel Michael Mendelevich, IP transactions counsel Ryan Murphey and data privacy & cybersecurity counsel Kevin Angle.

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