Description of Business | Note 1. Description of Business Description of Business Pardes Biosciences, Inc., a Delaware corporation, is a company that has been focused on discovering, developing and commercializing novel oral-antiviral therapeutics to improve the lives of patients suffering from life-threatening disease. Unless the context otherwise requires, references in these notes to “Pardes,” “the Company,” “we,” “us,” “our” and any related terms are intended to mean Pardes Biosciences, Inc. On April 3, 2023, we announced topline results from our Phase 2 clinical trial to evaluate pomotrelvir (formerly known as PBI-0451) for the treatment of mild-to-moderate COVID-19 in test-positive, symptomatic, otherwise healthy, vaccinated adults without risk factors for developing severe disease. COVID-19 is caused by infection with the severe acute respiratory syndrome coronavirus (SARS-CoV-2). Pomotrelvir did not achieve the primary endpoint as measured by the proportion of participants below the limit of detection for infectious SARS-CoV-2 by infectious virus assay (IVA) on day three of treatment with pomotrelvir versus with placebo. Pomotrelvir did not demonstrate meaningful improvement over placebo in reduction from baseline of SARS-CoV-2 infectious virus titer by IVA or in the reduction from baseline or proportion achieving undetectable viral load by quantitative reverse transcriptase polymerase chain reaction measured from mid-turbinate swabs. Based upon the topline results from the Phase 2 clinical trial, on March 31, 2023, the Board of the Directors of the Company (the Board) made the strategic decision to suspend further clinical development of pomotrelvir, winddown the research and development activities of the Company and authorized a reduction in workforce (the RIF) to align operations with the changes in the Company’s corporate strategy. Pursuant to the RIF, the Company reduced headcount in the second quarter of 2023 by approximately 89 %. On March 31, 2023, the Board also initiated a review of a range of strategic alternatives that included, but was not limited to, an acquisition, merger, business combination, or other transaction. Proposed Agreement and Plan of Merger On July 16, 2023, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with MediPacific, Inc., a Delaware corporation (Parent), and MediPacific Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub). The Merger Agreement provides for, among other things, an offer by Merger Sub to purchase all of the issued and outstanding shares of Common Stock of the Company for (i) $ 2.02 per share of Common Stock (the Base Price Per Share), (ii) an additional amount of cash of up to $ 0.17 per share of Common Stock (such amount as finally determined in accordance with the Merger Agreement, the Additional Price Per Share and together with the Base Price Per Share, the Cash Amount), and (iii) one non-transferable contractual contingent value right per share (each, a CVR) (such amount, or any different amount per share paid pursuant to the Offer (as defined below) to the extent permitted under the Merger Agreement, being the CVR Amount), and, together with the Cash Amount, the Offer Price).The tender offer is being made subject to all terms and conditions set forth in the Offer to Purchase, dated July 28, 2023 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (as amended or supplemented from time to time, the Letter of Transmittal, which together with the Offer to Purchase constitutes the Offer). Each CVR represents the right to receive contingent payments, in cash, subject to any applicable tax withholding and without interest, equal to a pro rata share of 80 % of the Net Proceeds (as defined in the Contingent Value Rights Agreement (the CVR Agreement)), if any, payable to Parent, the Company or any of their respective affiliates that arise from any sale, transfer, license or other disposition (each, a Disposition) of the Company’s assets associated with the Company’s antiviral drug development programs and related assets as of the closing date of the Merger, which Disposition occurs within five years of the closing date of the Merger (the Disposition Period), subject to and in accordance with the terms and conditions of, the CVR Agreement that the Company expects to enter into at or prior to the Offer Closing Time (as defined in the Merger Agreement). Following the completion of the Offer, subject to the absence of injunctions or other legal restraints preventing or making illegal the consummation of the Merger, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent, pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law, without any additional stockholder approvals. The Merger will be effected as soon as practicable following the closing time of the Offer. Pursuant to the terms of the Merger Agreement, as of the effective time of the Merger (the Effective Time), by virtue of the Merger and without any action on the part of the holders, (i) each outstanding share of Common Stock of the Company (other than any shares of Common Stock held in the treasury of the Company, owned, directly or indirectly, by Parent, Merger Sub or any subsidiary of Parent, irrevocably accepted for purchase in the Offer or by any stockholders who are entitled to and who properly exercise appraisal rights under Delaware law) will be converted into the right to receive the Offer Price, (ii) the vesting of each option to purchase shares of Common Stock (the Company Options) shall be accelerated and (A) each Company Option that has an exercise price per share that is less than the Cash Amount (each, an In-the-Money Option) that is then outstanding will be cancelled and, in exchange therefor, the holder of such cancelled In-the-Money Option will be entitled to receive in consideration of the cancellation of such In-the-Money Option, (1) an amount in cash, without any interest thereon and subject to applicable tax withholding, equal to the product of (x) the total number of shares of Common Stock subject to such In-the-Money Option as of immediately prior to the Effective Time multiplied by (y) the excess of the Cash Amount over the applicable exercise price per share under such In-the-Money Option and (2) one CVR for each share of Common Stock issuable under such In-the-Money Option and (B) each Company Option that is not an In-the-Money Option will be cancelled for no consideration. The obligation of Merger Sub to purchase shares of Common Stock validly tendered pursuant to the Offer and not validly withdrawn prior to the expiration of the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including: (i) that the number of shares of Common Stock validly tendered and not properly withdrawn (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures that have not been “received” by the “depository,” as such terms are defined by Section 251(h) of the DGCL), equals at least a majority of the number of shares of Common Stock that are then issued and outstanding owned by Unaffiliated Stockholders (as defined in the Merger Agreement) (the Minimum Tender Condition); (ii) that there be no Legal Restraints (as defined in the Merger Agreement) in effect preventing or prohibiting the Offer or the Merger; (iii) the accuracy of representations and warranties made by the Company in the Merger Agreement, subject to certain exceptions and qualifications described in the Merger Agreement and the Offer to Purchase; (iv) compliance by the Company with its covenants and other obligations under the Merger Agreement; (v) that no termination of the Merger Agreement has occurred; and (vi) that the Closing Net Cash (as defined in the Merger Agreement) of the Company is at least $ 125,000,000 (each individually, an Offer Condition, and collectively, the Offer Conditions). The obligations of the Parent and the Merger Sub to consummate the Offer and the Merger under the Merger Agreement are not subject to a financing condition. Merger Sub expressly reserves the right, in its sole discretion, to: (i) waive, in whole or in part, any Offer Condition other than the Minimum Tender Condition; and/or (ii) modify the terms of the Offer in a manner not inconsistent with the Merger Agreement, subject to certain exceptions described in the Merger Agreement and the Offer to Purchase. The Merger Agreement contains customary representations and warranties by Parent, Merger Sub and the Company. The Merger Agreement also contains customary covenants and agreements, including with respect to the operations of the business of the Company between signing and closing. The Merger Agreement contains customary non-solicitation restrictions prohibiting the Company’s solicitation of alternative business combination transactions and restricts the Company’s ability to furnish non-public information to, or participate in any discussions or negotiations with, any third party with respect to any such alternative business combination transaction, subject to customary exceptions in the event of an acquisition proposal that was not solicited in violation of these restrictions and that the Board or Special Committee determines constitutes or could reasonably be expected to lead to a Superior Company Proposal (as defined in the Merger Agreement). The Merger Agreement contains customary termination rights for both Parent and Merger Sub, on the one hand, and the Company, on the other hand, including, among others, for failure to consummate the Offer on or before December 16, 2023. If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement in connection with the Company’s entry into an agreement with respect to a Superior Company Proposal (as defined in the Merger Agreement), the Company will be required to pay Parent a termination fee of $ 2.6 million. If Parent terminates the Merger Agreement due to the Company having Closing Net Cash of less than $ 125.0 million, the Company will be required to pay to Parent an expense reimbursement fee up to a maximum amount of $ 1.25 million. Concurrently with the execution of the Merger Agreement, and as a condition and inducement to the Company’s willingness to enter into the Merger Agreement and the CVR Agreement, Foresite Capital Opportunity Fund V, L.P., Foresite Capital Fund V, L.P. and FS Development Holdings II, LLC (collectively, the Guarantors), affiliates of Parent, executed and delivered to the Company a limited guaranty (the Limited Guaranty), dated as of July 16, 2023, in favor of the Company and the holders of CVRs, in respect of certain of Parent’s and Merger Sub’s obligations arising under, or in connection with, the Merger Agreement and the CVR Agreement that the Company expects to enter into with a rights agent and a representative, agent and attorney in-fact of the holders of the CVR. The Guarantors’ obligations under the Limited Guaranty are subject to a cap of $ 7.5 million with respect to obligations to the Company arising under or in connection with the Merger Agreement and $ 400,000 with respect to obligations to the holders of the CVRs arising under or in connection with the CVR Agreement. The Company anticipates that the Offer and Merger contemplated under the Merger Agreement will be consummated in the third quarter 2023. However, there can be no assurance that the Offer and Merger contemplated by the Merger Agreement will be completed. Foresite Capital Management, LLC and James B. Tananbaum, M.D., a founding partner of Foresite Capital Management, LLC and a director on the Company’s Board, are the controlling stockholders of Parent, Merger Sub and the Guarantors. As of July 25, 2023, Dr. Tananbaum, Foresite Capital Management and their affiliates beneficially owned in the aggregate 16,813,146 shares of Common Stock (excluding options to purchase 150,000 shares of Common Stock held by Dr. Tananbaum), representing approximately 27.1 % of the Company’s outstanding Common Stock. Dr. Tananbaum holds options to purchase 150,000 shares of Common Stock. If the Merger is effected, the Company’s Common Stock will be delisted from The Nasdaq Stock Market LLC and the Company’s obligation to file periodic reports under the Securities Exchange Act of 1934, as amended, will terminate, and the Company will be privately held. Liquidity We believe that our $ 153.2 million of cash, cash equivalents and short-term investments as of June 30, 2023, will enable us to fund our current planned operations for at least 12 months from the issuance date of these unaudited condensed financial statements. We have cash deposits with regulated financial institutions, which may from time to time exceed insurance provided on such deposits. |