Ademi LLP is investigating Vincerx (Nasdaq: VINC) for possible breaches of fiduciary duty and other violations of law in its transaction with the Oqory.
In the reverse merger transaction, Oqory merge with Vincerx and Oqory equity holders will own approximately 95% of the combined entity, while Vincerx equity holders will hold about 5%. The transaction includes a minimum fully diluted equity value of $13.66 million for existing Vincerx stockholders at closing and, as a condition to the closing of the merger, completion of a concurrent offering of Vincerx equity securities of at least $20million.
The transaction agreement unreasonably limits competing transactions for Vincerx by imposing a significant penalty if Vincerx accepts a competing bid. We are investigating the conduct of Vincerx’ board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.