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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Consonance HFW Acquisition Corp | AMEX:CHFW | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.79 | 0 | 01:00:00 |
|
Cayman Islands
|
| |
001-39635
|
| |
98-15556622
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Commission
File Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
1 Palmer Square, Suite 305
Princeton, NJ |
| |
08540
|
|
|
(Address of principal executive offices)
|
| |
(Zip Code)
|
|
|
Title of each class
|
| |
Trading Symbol(s)
|
| |
Name of each exchange on which
registered |
|
|
units, each consisting of one Class A ordinary share and one-third of a warrant to acquire one Class A ordinary share
|
| |
CHFW.U
|
| |
NYSE American LLC
|
|
|
Class A ordinary shares, par value $0.0001 per share
|
| |
CHFW
|
| |
NYSE American LLC
|
|
|
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
|
| |
CHFW.W
|
| |
NYSE American LLC
|
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☒ | |
| | |
PAGE
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EXHIBIT INDEX | | | | | | | |
| | | | 84 | | |
| | |
Page
|
|
| | | ||
| | | ||
| | | ||
| | | ||
| | | ||
| | |
Name
|
| |
Age
|
| |
Position
|
| |||
Dr. Mitchell Blutt, M.D.
|
| | | | 63 | | | | Chairman | |
Gad Soffer
|
| | | | 44 | | | | Chief Executive Officer | |
Kevin Livingston
|
| | | | 49 | | | | Chief Financial Officer | |
Dr. Benny Soffer, M.D.
|
| | | | 48 | | | | Director | |
Joshua House
|
| | | | 39 | | | | VP Business Development | |
Donald J. Santel
|
| | | | 60 | | | | Director | |
Dr. Christopher Haqq, M.D., Ph.D.
|
| | | | 54 | | | | Director | |
Jennifer Jarrett
|
| | | | 49 | | | | Director | |
|
INDIVIDUAL
|
| |
ENTITY
|
| |
ENTITY’S BUSINESS
|
| |
AFFILIATION
|
|
| Mitchell Blutt | | |
Consonance Capital Management LP and Consonance Capital Partners, L.P.
|
| |
Investment manager to hedge funds and managed accounts and investment manager to private equity funds
|
| |
Chief Executive Officer, Chairman of the Investment Committee and Partner of Consonance Capital Management LP and Managing Partner and Co-Founder of Consonance Capital Partners
|
|
| Benny Soffer | | |
Consonance Capital Management LP
|
| |
Investment manager to hedge funds and managed accounts
|
| |
Chief Investment Officer, Portfolio Manager, Member of the Investment Committee and Partner
|
|
| Kevin Livingston | | |
Consonance Capital Management LP
|
| |
Investment manager to hedge funds and managed accounts
|
| |
Member of the Investment Committee and Partner
|
|
| | |
Class B ordinary shares(2)
|
| |
Class A ordinary shares
|
| | | | | | | ||||||||||||||||||
Name of Beneficial Owners
|
| |
Number of
Shares Beneficially Owned(2)(3) |
| |
Approximate
Percentage of Class |
| |
Number of
Shares Beneficially Owned |
| |
Approximate
Percentage of Class |
| |
Approximate
Percentage of Voting Control |
| |||||||||||||||
Consonance Life Sciences (our sponsor)(1)
|
| | | | 2,210,000 | | | | | | 96.1% | | | | | | — | | | | | | — | | | | | | 18.5% | | |
Consonance Capital Management(1)(4)
|
| | | | — | | | | | | — | | | | | | 2,000,000 | | | | | | 20.76% | | | | | | 16.76% | | |
Swiftcurrent Partners(5)
|
| | | | — | | | | | | — | | | | | | 700,000 | | | | | | 7.3% | | | | | | 5.9% | | |
Deerfield Management, LP(6)
|
| | | | — | | | | | | — | | | | | | 500,000 | | | | | | 5.2% | | | | | | 4.2% | | |
Glazer Capital, LLC & Paul J. Glazer(7)
|
| | | | — | | | | | | — | | | | | | 571,241 | | | | | | 5.9% | | | | | | 4.8% | | |
Gad Soffer(1)(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
Kevin Livingston(1)(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
Dr. Mitchell Blutt, M.D.(1)(8)
|
| | | | — | | | | | | — | | | | | | 1,000,000 | | | | | | 10.38% | | | | | | 8.38% | | |
Dr. Benny Soffer, M.D.(1)(8)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
Donald J. Santel(1)(8)
|
| | | | 30,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Dr. Christopher Haqq, M.D., Ph.D.(1)(8)
|
| | | | 30,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Jennifer Jarrett(1)
|
| | | | 30,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
All officers and directors as a group
(7 individuals) |
| | | | 90,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
|
Exhibit
No. |
| |
Description
|
|
|
3.1
|
| | | |
|
4.1
|
| | Specimen Unit Certificate.(2) | |
|
4.2
|
| | Specimen Ordinary Share Certificate.(2) | |
|
4.3
|
| | Specimen Warrant Certificate.(2) | |
|
4.4
|
| | Warrant Agreement, between the Company Continental Stock Transfer & Trust Company.(1) | |
|
4.5
|
| | | |
|
10.1
|
| | | |
|
10.2
|
| | | |
|
10.3
|
| | Private Placement Warrant Agreement, between the Company and the Sponsor.(1) | |
|
10.4
|
| | | |
|
14.1
|
| | | |
|
31.1
|
| | | |
|
31.2
|
| | | |
|
32.1
|
| | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** | |
|
Exhibit
No. |
| |
Description
|
|
|
32.2
|
| | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** | |
|
101.INS
|
| | XBRL Instance Document | |
|
101.SCH
|
| | XBRL Taxonomy Extension Schema | |
|
101.CAL
|
| | XBRL Taxonomy Extension Calculation Linkbase | |
|
101.DEF
|
| | XBRL Taxonomy Extension Definition Linkbase | |
|
101.LAB
|
| | XBRL Taxonomy Extension Label Linkbase | |
|
101.PRE
|
| | XBRL Taxonomy Extension Presentation Linkbase | |
/s/ Gad Soffer |
|
|
Name
|
| |
Position
|
| |
Date
|
|
|
/s/ Mitchell Blutt, M.D.
Mitchell Blutt, M.D.
|
| | Chairperson of the Board of Directors | | |
March 31, 2021
|
|
|
/s/ Gad Soffer
Gad Soffer
|
| |
Chief Executive Officer, Director
(Principal Executive Officer and the Registrant’s authorized signatory in the United States) |
| |
March 31, 2021
|
|
|
/s/ Kevin Livingston
Kevin Livingston
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| |
March 31, 2021
|
|
|
/s/ Benny Soffer, M.D.
Benny Soffer, M.D.
|
| | Director | | |
March 31, 2021
|
|
|
/s/ Donald J. Santel
Donald J. Santel
|
| | Director | | |
March 31, 2021
|
|
|
/s/ Christopher Haqq, M.D., Ph. D
Christopher Haqq, M.D., Ph. D.
|
| | Director | | |
March 31, 2021
|
|
|
/s/ Jennifer Jarrett
Jennifer Jarrett
|
| | Director | | |
March 31, 2021
|
|
| | |
Page
|
| |||
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Current Assets | | | | | | | |
|
Cash
|
| | | $ | 987,187 | | |
|
Prepaid expenses
|
| | | | 790,341 | | |
|
Total Current Assets
|
| | | | 1,777,528 | | |
|
Cash and marketable securities held in Trust Account
|
| | | | 91,997,501 | | |
|
Total Assets
|
| | | $ | 93,775,029 | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | |
|
Current liabilities – accrued expenses
|
| | | $ | 290,148 | | |
|
Deferred underwriting fee payable
|
| | | | 3,220,000 | | |
|
Total Liabilities
|
| | | | 3,510,148 | | |
| Commitments | | | | | | | |
|
Class A ordinary shares subject to possible redemption, 8,526,488 shares at redemption value
|
| | | | 85,264,880 | | |
| Shareholders’ Equity | | | | | | | |
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 350,000,000 shares authorized; 1,107,512 shares issued and outstanding (excluding 8,526,488 shares subject to possible redemption)
|
| | | | 111 | | |
|
Class B ordinary shares, $0.0001 par value; 150,000,000 shares authorized; 2,300,000 shares issued and outstanding
|
| | | | 230 | | |
|
Additional paid-in capital
|
| | | | 5,440,915 | | |
|
Accumulated deficit
|
| | | | (441,255) | | |
|
Total Shareholders’ Equity
|
| | | | 5,000,001 | | |
|
Total Liabilities and Shareholders’ Equity
|
| | | $ | 93,775,029 | | |
|
Formation and operational costs
|
| | | $ | 438,756 | | |
|
Loss from operations
|
| | | | (438,756) | | |
| Other income: | | | | | | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | 5,892 | | |
|
Unrealized loss on marketable securities held in Trust Account
|
| | | | (8,391) | | |
|
Other loss, net
|
| | | | (2,499) | | |
|
Net loss
|
| | | $ | (441,255) | | |
|
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
| | | | 8,326,328 | | |
|
Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption
|
| | | $ | (0.00) | | |
|
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares
|
| | | | 2,414,403 | | |
|
Basic and diluted net loss per share, Non-redeemable ordinary shares
|
| | | $ | (0.18) | | |
| | |
Class A
Ordinary Shares |
| |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – August 21, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary
shares to Sponsor(1) |
| | | | — | | | | | | — | | | | | | 2,300,000 | | | | | | 230 | | | | | | 24,770 | | | | | | — | | | | | | 25,000 | | |
Sale of 9,200,000 Units, net
of underwriting discounts and offering costs |
| | | | 9,200,000 | | | | | | 920 | | | | | | — | | | | | | — | | | | | | 86,340,216 | | | | | | — | | | | | | 86,341,136 | | |
Sale of 434,000 Private Placement Units
|
| | | | 434,000 | | | | | | 43 | | | | | | — | | | | | | — | | | | | | 4,339,957 | | | | | | — | | | | | | 4,340,000 | | |
Class A ordinary shares subject to possible redemption
|
| | | | (8,526,488) | | | | | | (852) | | | | | | — | | | | | | — | | | | | | (85,264,028) | | | | | | — | | | | | | (85,264,880) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (441,255) | | | | | | (441,255) | | |
Balance – December 31, 2020
|
| | | | 1,107,512 | | | | | $ | 111 | | | | | | 2,300,000 | | | | | $ | 230 | | | | | $ | 5,440,915 | | | | | $ | (441,255) | | | | | $ | 5,000,001 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (441,255) | | |
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | |
|
Payment of formation costs through issuance of Class B ordinary shares
|
| | | | 4,961 | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | (5,892) | | |
|
Unrealized loss on marketable securities held in Trust Account
|
| | | | 8,391 | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses
|
| | | | (790,341) | | |
|
Accrued expenses
|
| | | | 290,148 | | |
|
Net cash used in operating activities
|
| | | | (933,988) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Investment of cash in Trust Account
|
| | | | (92,000,000) | | |
|
Net cash used in investing activities
|
| | | | (92,000,000) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 90,160,000 | | |
|
Proceeds from sale of Private Placement Units
|
| | | | 4,340,000 | | |
|
Proceeds from promissory note – related party
|
| | | | 147,753 | | |
|
Repayment of promissory note – related party
|
| | | | (147,753) | | |
|
Payment of offering costs
|
| | | | (578,825) | | |
|
Net cash provided by financing activities
|
| | | | 93,921,175 | | |
|
Net Change in Cash
|
| | | | 987,187 | | |
|
Cash – Beginning
|
| | | | — | | |
| Cash – Ending | | | | $ | 987,187 | | |
|
Non-Cash Investing and Financing Activities:
|
| | | | | | |
|
Initial classification of Class A ordinary shares subject to possible redemption
|
| | | $ | 85,701,170 | | |
|
Change in value of Class A ordinary shares subject to possible redemption
|
| | | $ | (436,290) | | |
|
Offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares
|
| | | $ | 20,039 | | |
|
Deferred underwriting fee payable
|
| | | $ | 3,220,000 | | |
| | |
For the Period
from August 21, 2020 (Inception) Through December 31, 2020 |
| |||
Ordinary shares subject to possible redemption | | | | | | | |
Numerator: Earnings allocable to Ordinary shares subject to possible redemption | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | $ | 5,461 | | |
Unrealized gain (loss) on marketable securities held in Trust Account
|
| | | | (7,777) | | |
Net income attributable to Class A ordinary shares subject to possible redemption
|
| | |
$
|
(2,316)
|
| |
Denominator: Weighted Average Class A ordinary shares subject to possible redemption | | | | | | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption
|
| | |
|
8,326,328
|
| |
Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption
|
| | |
$
|
0.00
|
| |
| | |
For the Period
from August 21, 2020 (Inception) Through December 31, 2020 |
| |||
Non-Redeemable Common Stock | | | | | | | |
Numerator: Net Loss minus Net Earnings | | | | | | | |
Net loss
|
| | | $ | (441,255) | | |
Add: Net loss allocable to Class A ordinary shares subject to possible redemption
|
| | | | 2,316 | | |
Non-Redeemable Net Loss
|
| | |
$
|
(438,939)
|
| |
Denominator: Weighted Average Non-redeemable ordinary shares | | | | | | | |
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares
|
| | |
|
2,414,403
|
| |
Basic and diluted net loss per share, Non-redeemable ordinary shares
|
| | | $ | (0.18) | | |
|
Description
|
| |
Level
|
| |
December 31,
2020 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 91,997,501 | | |
1 Year Consonance HFW Acquisition Chart |
1 Month Consonance HFW Acquisition Chart |
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