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Larkspur Health Acquisition Corp. - LSPR

  • Commons

    $9.91

    -0.20%

    LSPR Vol: 5.1K

  • Warrants

    $0.11

    +0.00%

    LSPRW Vol: 0.0

  • Units

    $10.10

    +0.00%

    LSPRU Vol: 0.0

Average: 0
Rating Count: 0
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SPAC Stats

Market Cap: 80.3M
Average Volume: 20.4K
52W Range: $9.80 - $10.30
Weekly %: +0.20%
Monthly %: +0.00%
Inst Owners: 0

Info

Target: Searching
Days Since IPO: 193
Unit composition:
Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant as described in more detail in this prospectus
Trust Size: 7500000.0M

Management

Our officers, directors and director nominees are as follows: Name Age Position Daniel J. O’Connor 56 Chairman, Chief Executive Officer, and Director David S. Briones 45 Chief Financial Officer and Treasurer Raj Mehra, Ph.D., J.D. 60 Director Nominee Gregory Skalicky 49 Director Nominee Christopher Twitty, Ph.D. 48 Director Nominee Daniel J. O’Connor has served as our Chair and Chief Executive Officer since our inception. Mr. O’Connor is the Chief Executive Officer, President and Director of OncoSec Medical Incorporated, a NJ based biotech company an intratumoral cancer immunotherapy that utilizes IL-12. While CEO of OncoSec, Mr. O’Connor has launched two KEYNOTE studies combining Merck’s Keytruda® in PD-1 checkpoint refractory metastatic melanoma and in late-stage chemo-refractory triple negative breast cancer, raised more than $150 million and in 2019, successfully coordinated a $30 million strategic financing and collaboration with well-established biopharma partners. Prior to OncoSec, Mr. O’Connor served as President and CEO of Advaxis Inc., where he successfully up-listed the company to NASDAQ, implemented a turnaround strategy that resulted in more than $300 million raised in funding and licensing deals and established major partnerships with companies such as Amgen Inc., Merck & Co. and Bristol Myers Squibb. Under his leadership, the company advanced four new cancer immunotherapy drug candidates into clinical trials and several PD-1 combination clinical studies with Keytruda® and Opdivo®, which ultimately transformed Advaxis into a patient-focused, leading cancer immunotherapy company. Earlier in his career, Mr. O’Connor was the General Counsel and Senior Vice President for ImClone Systems where he led the clinical development, launch and commercialization of ERBITUX®, and positioned ImClone for sale to Eli Lilly in 2008. Mr. O’Connor served as General Counsel at PharmaNet (today, Syneos Health) and was part of the senior leadership team that grew PharmaNet from a start-up clinical research organization (CRO) into a well-established leader in clinical research. Mr. O’Connor currently serves on the Board of Directors for Seelos Therapeutics (NASDAQ: SEEL) and is the Chairman of the Audit Committee. Mr. O’Connor is also a member of the Board of Trustees of BioNJ and previously served as its Vice Chairman and Chairman of its Nominating Committee for several years. He is a 1995 graduate of the Penn State University’s Dickinson School of Law in Carlisle, Pennsylvania and previously served as a Trusted Advisor to its Dean. Mr. O’Connor graduated from the United States Marines Corps Officer Candidate School in 1988 and was commissioned as a Lieutenant in the U.S. Marines, attaining the rank of Captain and was deployed to Saudi Arabia for Operation Desert Shield. Prior to his career in drug development, Mr. O’Connor was a former criminal prosecutor in Somerset County, New Jersey. David Briones has served as our Chief Financial Officer, Treasurer, and Secretary since our inception. Mr. Briones is the founder and managing member of the Brio Financial Group (“Brio”), financial consulting firm that brings experienced finance and accounting expertise to both public and private companies. Since 2010, Brio has served over 75 companies as well as numerous banks, hedge funds, venture capital funds and private equity firms. Mr. Briones has provided several public companies in financial reporting, internal control development and evaluation, budgeting and forecasting services. He has developed a specialty representing private companies as the outsourced CFO/Financial reporting specialist as a private company navigates toward becoming a public company through a self-filing, a reverse merger or through a traditional initial public offering. In addition, since March 2019, Mr. Briones has served as the Chief Financial Officer of Hoth Therapeutics, Inc. From August 2013 to January 2020, Mr. Briones served as Chief Financial Officer of Petro River Oil Corp., an independent energy company focused on the exploration and development of conventional oil and gas assets. Mr. Briones also served as interim Chief Financial Officer of AdiTx Therapeutics, Inc. (Nasdaq: ADTX), a pre-clinical stage, life sciences company with a mission to prolong life and enhance life quality of transplanted patients from January 2018 to July 2020 (until the Company’s Initial Public Offering). From October 2017 to May 2018, Mr. Briones served as the Chief Financial Officer of Bitzumi, Inc., a Bitcoin exchange and marketplace. Prior to founding Brio Financial Group, LLC, Mr. Briones was an auditor with Bartolomei Pucciarelli, LLC in Lawrenceville, New Jersey and PricewaterhouseCoopers LLP in New York, New York. Since May 2020, Mr. Briones has served as a member of the board of directors of Unique Logistics International Inc (OTC Pink: UNQL). Mr. Briones received a bachelor’s of science degree in accounting from Fairfield University. 110 Table of Contents Greg Skalicky is a director nominee and will join our board of directors upon the consummation of this offering. Mr. Skalicky is EVERSANA’S Chief Revenue Officer. . He has worked in the pharmaceutical industry since 1995 and has a diverse background in both clinical development and product commercialization. He has functioned in a variety of executive leadership positions including global operations, business development and executive management with full P&L responsibility. Specific positions include Chief Revenue Officer, Chief Commercial Officer, Chief Business Officer and EVP/General Manager. Mr. Skalicky’s previous roles include Chief Enterprise Business Officer and Executive Vice President and General Manager at a Syneos Health, a global bio-pharmaceutical solutions organization, where he successfully managed business units and teams of several thousand employees. Mr. Skalicky bring a very strong experience working across private equity backed organizations and served as front line leader representing 3 successful company transactions. As an executive leader, he also offers expertise spanning the entire product life-cycle (clinical development and commercialization) combined with large scale organizational oversight including the management of business units/teams Mr. Skalicky holds a Bachelor of Science in Biology from Temple University and a Master of Business Administration from Villanova University. Christopher Twitty, Ph.D. is a director nominee and will join our board of directors upon the consummation of this offering. Dr. Twitty has over 20 years of experience in tumor immunology and cancer immunotherapy and is currently the Chief Scientific Officer of OnocSec Medical Incorporated where oversees its R&D program and was responsible for the development of the clinical immune monitoring and biomarker program. Dr. Twitty earned his PhD from Oregon Health & Science University where his work focused on novel tumor vaccine strategies and was awarded an American Cancer Society fellowship training grant for his post-doctoral studies in Dr. Bernard Fox’s Molecular Tumor Immunology Laboratory. After developing a pre-clinical and clinical immunological program focused on glioblastoma at Tocagen. Previously, Dr. Twitty held scientific positions at Bayer Pharmaceuticals and Cell Genesys, Inc. Family Relationships There are no family relationships between any of our current officers or directors. Number and Terms of Office of Officers and Directors We will have five directors upon completion of this offering. Our board of directors will be divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We expect that our board of directors will determine that Raj Mehra, Ph.D., J.D., Gregory Skalicky, and Christopher Twitty, Ph.D. are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Officer and Director Compensation None of our officers has received any cash compensation for services rendered to us. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination 111 Table of Contents (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Committees of the Board of Directors Our board of directors will have two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee Prior to the consummation of this offering, we will establish an audit committee of the board of directors. , and will serve as members of our audit committee, and will chair the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. , and meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail the principal functions of the audit committee, including: • the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; • pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; • setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; 112 Table of Contents • setting clear policies for audit partner rotation in compliance with applicable laws and regulations; • obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; • reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and • reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Prior to the consummation of this offering, we will establish a compensation committee of the board of directors. and will serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. , and are independent and will chair the compensation committee. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; • reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; • reviewing on an annual basis our executive compensation policies and plans; • implementing and administering our incentive compensation equity-based remuneration plans; • assisting management in complying with our proxy statement and annual report disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; • if required, producing a report on executive compensation to be included in our annual proxy statement; and • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. 113 Table of Contents The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will partici

SEC Filings

Form Type Form Description Filing Date Document Link
10-Q QUARTERLY REPORT 2022-05-13 https://www.sec.gov/Archives/edgar/data/1859007/000121390022026061/f10q0322_larkspurhealth.htm
10-K ANNUAL REPORT 2022-04-15 https://www.sec.gov/Archives/edgar/data/1859007/000121390022019895/f10k2021_larkspur.htm
NT 10-K NOTIFICATION OF LATE FILING 2022-03-31 https://www.sec.gov/Archives/edgar/data/1859007/000121390022016493/ea157605-nt10k_larkspur.htm
SC 13G FORM SC 13G 2022-03-11 https://www.sec.gov/Archives/edgar/data/1859007/000106299322007374/formsc13g.htm
4 2022-03-10 https://www.sec.gov/Archives/edgar/data/1859007/000121390022011646/xslF345X03/ownership.xml
4 2022-03-10 https://www.sec.gov/Archives/edgar/data/1859007/000121390022011645/xslF345X03/ownership.xml
4 2022-03-10 https://www.sec.gov/Archives/edgar/data/1859007/000121390022011644/xslF345X03/ownership.xml
4 2022-03-10 https://www.sec.gov/Archives/edgar/data/1859007/000121390022011643/xslF345X03/ownership.xml
4 2022-03-10 https://www.sec.gov/Archives/edgar/data/1859007/000121390022011642/xslF345X03/ownership.xml
4 2022-03-10 https://www.sec.gov/Archives/edgar/data/1859007/000121390022011641/xslF345X03/ownership.xml
3 2022-03-10 https://www.sec.gov/Archives/edgar/data/1859007/000121390022011639/xslF345X02/ownership.xml
4 FORM 4 SUBMISSION 2022-03-08 https://www.sec.gov/Archives/edgar/data/1859007/000120919122016941/xslF345X03/doc4.xml
SC 13G 2022-02-14 https://www.sec.gov/Archives/edgar/data/1859007/000117266122000510/lighthouse-lspru123121.htm
424B4 PROSPECTUS SUPPLEMENT 2022-02-11 https://www.sec.gov/Archives/edgar/data/1859007/000121390022007007/ea155459-424b4_larkspur.htm
8-K CURRENT REPORT 2022-02-11 https://www.sec.gov/Archives/edgar/data/1859007/000121390022007004/ea155457-8k_larkspur.htm
SC 13G 2022-02-09 https://www.sec.gov/Archives/edgar/data/1859007/000158463922000016/larkspur13g.htm
8-K CURRENT REPORT 2022-02-08 https://www.sec.gov/Archives/edgar/data/1859007/000121390022005920/ea155040-8k_larkspur.htm
4 FORM 4 SUBMISSION 2022-02-07 https://www.sec.gov/Archives/edgar/data/1859007/000120919122007614/xslF345X03/doc4.xml
SC 13G LSPRU 13G 2022-02-03 https://www.sec.gov/Archives/edgar/data/1859007/000139382522000069/lspru_13g.htm
SC 13G SC 13G 2022-01-03 https://www.sec.gov/Archives/edgar/data/1859007/000114036122000128/brhc10032399_sc13g.htm
8-K CURRENT REPORT 2021-12-30 https://www.sec.gov/Archives/edgar/data/1859007/000121390021068082/ea153094-8k_larkspur.htm
8-K CURRENT REPORT 2021-12-23 https://www.sec.gov/Archives/edgar/data/1859007/000121390021067374/ea153005-8k_larkspurhealth.htm
424B4 PROSPECTUS 2021-12-22 https://www.sec.gov/Archives/edgar/data/1859007/000121390021066882/f424b41221_larkspur.htm
EFFECT 2021-12-20 https://www.sec.gov/Archives/edgar/data/1859007/999999999521004755/xslEFFECTX01/primary_doc.xml
3 2021-12-20 https://www.sec.gov/Archives/edgar/data/1859007/000121390021066471/xslF345X02/ownership.xml
3 OWNERSHIP DOCUMENT 2021-12-20 https://www.sec.gov/Archives/edgar/data/1859007/000121390021066469/xslF345X02/ownership.xml
3 2021-12-20 https://www.sec.gov/Archives/edgar/data/1859007/000121390021066467/xslF345X02/ownership.xml
3 2021-12-20 https://www.sec.gov/Archives/edgar/data/1859007/000121390021066465/xslF345X02/ownership.xml
3 OWNERSHIP DOCUMENT 2021-12-20 https://www.sec.gov/Archives/edgar/data/1859007/000121390021066463/xslF345X02/ownership.xml
CERT 2021-12-20 https://www.sec.gov/Archives/edgar/data/1859007/000135445721001481/8A_Cert_LSPR.pdf
3 FORM 3 SUBMISSION 2021-12-20 https://www.sec.gov/Archives/edgar/data/1859007/000120919121070496/xslF345X02/doc3.xml
8-A12B FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 2021-12-20 https://www.sec.gov/Archives/edgar/data/1859007/000121390021066246/ea145529-8a12b_larkspur.htm
CORRESP 2021-12-16 https://www.sec.gov/Archives/edgar/data/1859007/000121390021065763/filename1.htm
CORRESP 2021-12-16 https://www.sec.gov/Archives/edgar/data/1859007/000121390021065762/filename1.htm
S-1/A REGISTRATION STATEMENT 2021-12-07 https://www.sec.gov/Archives/edgar/data/1859007/000121390021063736/fs12021a6_larkspur.htm
CORRESP 2021-12-06 https://www.sec.gov/Archives/edgar/data/1859007/000121390021063737/filename1.htm
UPLOAD 2021-11-18 https://www.sec.gov/Archives/edgar/data/1859007/000000000021013995/filename1.pdf
S-1/A REGISTRATION STATEMENT 2021-11-08 https://www.sec.gov/Archives/edgar/data/1859007/000121390021057114/fs12021a5_larkspurhealth.htm
S-1/A REGISTRATION STATEMENT 2021-09-17 https://www.sec.gov/Archives/edgar/data/1859007/000121390021048448/fs12021a4_larkspurhealthacq.htm
S-1/A REGISTRATION STATEMENT 2021-07-27 https://www.sec.gov/Archives/edgar/data/1859007/000121390021038935/fs12021a3_larkspurhealth.htm
CORRESP 2021-07-27 https://www.sec.gov/Archives/edgar/data/1859007/000121390021038936/filename1.htm
UPLOAD 2021-07-15 https://www.sec.gov/Archives/edgar/data/1859007/000000000021008743/filename1.pdf
CORRESP 2021-07-07 https://www.sec.gov/Archives/edgar/data/1859007/000121390021035982/filename1.htm
S-1/A REGISTRATION STATEMENT 2021-07-07 https://www.sec.gov/Archives/edgar/data/1859007/000121390021035978/fs12021a2_larkspurhealth.htm
UPLOAD 2021-06-30 https://www.sec.gov/Archives/edgar/data/1859007/000000000021008077/filename1.pdf
CORRESP 2021-06-21 https://www.sec.gov/Archives/edgar/data/1859007/000121390021033322/filename1.htm
S-1/A REGISTRATION STATEMENT 2021-06-21 https://www.sec.gov/Archives/edgar/data/1859007/000121390021033318/fs12021a1_larkspur.htm
UPLOAD 2021-06-09 https://www.sec.gov/Archives/edgar/data/1859007/000000000021007138/filename1.pdf
S-1 REGISTRATION STATEMENT 2021-05-13 https://www.sec.gov/Archives/edgar/data/1859007/000121390021025890/fs12021_larkspur.htm