The transaction reflects a pre-money equity value of $400 million for AUM Biosciences

-Transaction is expected to provide $69 million of gross proceeds (assuming no redemptions by Mountain Crest stockholders)

-Broad pipeline of drug candidates across multiple oncology programs; two lead clinical-stage candidates addressing a combined market opportunity of $10+ billion in metastatic colorectal cancer, and TRK Fusion and mutation cancers

-Vishal Doshi will continue to lead as the CEO of the publicly traded holding entity; a Mountain Crest representative will join the Board of Directors

-Company to expand US operations and clinical programs

AUM Biosciences Pte. Ltd. (“AUM”), a clinical-stage biotechnology company, advancing a clinical stage pipeline designed to deploy multi-faceted inhibition strategies to reverse cancer resistance, and Mountain Crest Acquisition Corp. V (Nasdaq: MCAG) (“Mountain Crest”), a publicly-traded special purpose acquisition company formed in Delaware, whose management team has an impressive pedigree of successful SPAC transactions, today announced that they have entered into a definitive business combination agreement (the “Agreement”). Upon closing of the transaction, the combined company will operate under a holding entity to be formed as a Cayman Islands exempted company (“Holdco”) and intends to trade on the Nasdaq Stock Market under the ticker symbol AUMB. The transaction reflects a pre-money equity value of $400 million for AUM and is expected to close in the first quarter of 2023. The transaction is expected to provide approximately $69 million of cash held in Mountain Crest’s trust account, assuming no redemptions.

AUM is advancing a broad portfolio of precision oncology therapeutics. AUM001 is a selective and synergistic MNK inhibitor as shown in current studies and expected to begin Phase 2 enrollment in the fourth quarter 2022. AUM601 is a promising therapy for TRK fusions and mutations within the kinase domain and is on track to enter Phase 2. AUM302 is a potentially first-in-class macrocyclic oral kinase inhibitor rationally designed small molecule to uniquely combine pan-PIM kinase, pan-PI3K and mTOR inhibition in a single agent. Comprised of pharma industry veterans with decades of research and development experience, the AUM leadership has an extensive track record of selecting distinctive early-stage assets, successfully exiting virtual biotech models, and has contributed to over 50 INDs and over 150 oncology clinical trials, and development of several currently marketed oncology treatments with annual peak sales up to $3 billion.

AUM completed a $27 million Series A funding round in 2021, and since then has demonstrated sustained growth, while partnering with major pharma companies and securing other non-dilutive funding sources such as grants in support of its development activity.

Upon closing of the transaction, Vishal Doshi, AUM’s CEO, will continue to lead Holdco as its CEO. Mr. Doshi, a pharmacist and medicinal chemist by background, is a seasoned leader with an extensive experience in commercial deal structuring valued at over $4 billion. He is also a Global Pharma Key Opinion Leader with the Korea Pharmaceutical Industry, a government-affiliated institution which provides professional and systematic support to develop domestic health industry and enhance health services.

Mr. Doshi commented, “Since our inception, we have worked to scientifically, commercially and financially de-risk our portfolio by leveraging our world class team, strong fundamentals, and un-paralleled executional track record. This merger allows AUM to further continue our focus on developing our scientifically differentiated portfolio. We are poised to achieve multiple development milestones over the next two years generating significant value for patients and investors.”

Dr. Suying Liu, Chairman, CEO and CFO of Mountain Crest, commented, “AUM is a unique and compelling investment opportunity, with its clinical-stage diversified pipeline of precision therapeutic candidates and global strategic partnerships with industry heavyweights, pointing to significant future growth potential and allowing the company to have a greater US footprint. I am thrilled to be partnering with Mr. Doshi and his exceptional team to bring their vision to fruition.”

AUM Investment Highlights

• AUM’s lead candidate AUM001 has shown highly selective inhibition of MNK 1/2 in current studies, which in turn, is expected to lead to inhibition of eIF4E AUM expects to begin enrollment in the fourth quarter 2022 in a global Phase 2 trial of AUM001 as a monotherapy and in combination with anti-PD-1 therapy KEYTRUDA in metastatic colorectal cancer with a focus on the microsatellite stable subset, thereby seeking to render immunologically “cold” tumors “hot,” in collaboration with MSD, a tradename of Merck & Co., Inc. AUM has received authorization for the Investigational New Drug (IND) application from the U.S. Food and Drug Administration for this study (NCT05462236).
• AUM has also secured a partnership with Roche to develop AUM001 in combination with atezolizumab (Tecentriq®), Roche’s anti- PD-L1 therapy, across multiple solid tumor
• AUM is planning Phase 2 trials with AUM601, a potentially highly selective, oral small molecule designed to inhibit not only pan-TRK (TRKA, TRKB, and TRKC), but also resistance mutations of TRKs, by blocking the mutations that occur within the binding site. AUM601 was granted Orphan Drug Designation by the US FDA in September
• AUM is advancing IND enabling studies for AUM302, a potentially first-in-class macrocyclic oral kinase inhibitor rationally designed small molecule to uniquely combine pan-PIM kinase, pan-PI3K and mTOR inhibition in a single agent and AUM003, a potential blood brain barrier penetrating selective MNK
• AUM has sub-licensed the Greater China rights (AUM001, AUM302 and AUM003) to Newsoara making it eligible to receive up to $135 million in development, regulatory, and commercial milestones, plus up to double digit

Transaction Overview

As part of the transaction, (i) all outstanding AUM shares will be cancelled in exchange for approximately 40 million Holdco ordinary shares valued at $10 per Holdco share, subject to closing adjustments, (ii) each outstanding Mountain Crest unit will be automatically detached, (iii) each unredeemed outstanding share of Mountain Crest common stock will be cancelled in exchange for the right to receive one (1) Holdco ordinary share, (iv) every ten (10) outstanding Mountain Crest rights will be cancelled and cease to exist in exchange for one (1) Holdco ordinary share. Mountain Crest has not issued any warrants. The transaction is expected to provide approximately $69 million of cash held in Mountain Crest’s trust account, assuming no redemptions.

The Boards of Directors of each of Mountain Crest and AUM have approved the transaction. The transaction will require the approval of the stockholders of both Mountain Crest and AUM, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the first quarter of 2023.

Additional information about the proposed transaction, including a copy of the Agreement, will be provided in a Current Report on Form 8-K to be filed by Mountain Crest with the Securities and Exchange Commission (the “SEC”) and will be available at www.sec.gov.

Advisors

Global Fund LLC is acting as M&A advisor to AUM. DLA Piper LLP (US) is serving as legal counsel to AUM. Loeb & Loeb LLP is serving as legal counsel to Mountain Crest.