TCGX Acquisition agrees to merge with TriGemX Bio
The transaction includes a 16,000,000-share PIPE at $10.00 each and conditions TriGemX’s closing obligation on at least $150 million in Available Closing Cash.
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Rhea-AI Filing Summary
TCGX Acquisition Corp. agreed to combine with TriGemX Bio, Inc., with closing expected in the first quarter of 2027, subject to shareholder approvals and other conditions. At closing, PIPE investors would buy 16,000,000 shares of New TriGemX common stock at $10.00 per share for $160 million in gross proceeds, subject to subscription conditions. Assuming no TCGX public-shareholder redemptions, total gross proceeds are expected to be approximately $246 million, including approximately $86 million from TCGX’s trust; expected post-transaction equity value is approximately $600 million.
TriGemX stockholders would exchange their shares for New TriGemX stock and roll 100% of their equity, without cash proceeds; TCGX Class A shareholders may redeem shares for their pro rata portion of trust funds. TriGemX’s agreed pre-money equity value is $361 million; the exchange ratio is based on that value, a $10.00 per-share New TriGemX value and TriGemX’s fully diluted share count. TriGemX’s obligation to close also requires at least $150 million in Available Closing Cash. TriGemX stated that approximately $111 million in cash as of October 1, 2026, funds operations into Q3 2027. Before the merger, TCGX is to domesticate in Delaware and change its name to TriGemX Bio, Inc.
Filing Explained
The agreement adds shareholder-approved employee share capacity, including five percent of fully diluted closing shares, creating potential dilution without issuing those shares now.
The signed business-combination agreement remains subject to approvals and closing conditions; it also provides for a shareholder-approved employee share plan with future issuance capacity that could dilute existing holders.
The plan’s initial reserve includes
This is reserved capacity, not shares already issued; issuing additional shares would increase the share count and reduce existing holders’ percentage ownership, absent offsetting changes.
Separately, the sponsor has agreed to cause up to 539,062 founder shares to be forfeited immediately before the merger takes effect if Available Closing Cash is below
After closing, specified sponsor, director, officer and TriGemX holders would face six-month transfer restrictions, while Jefferies’ restriction lasts 30 days; PIPE shares and shares bought on the open market after closing are excluded.
8-K Event Classification
Key Figures
Key Terms
PIPE Financing financial
Available Closing Cash financial
Exchange Ratio financial
Domestication regulatory
TRPM8 channel blocker medical
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 18, 2026, TCGX Acquisition Corp., a Cayman Islands exempted company (“TCGX”), TriGemX Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of TCGX (“Merger Sub”), and TriGemX Bio, Inc. (formerly known as Kallyope, Inc.), a Delaware corporation (“TriGemX”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). The Business Combination Agreement and the transactions contemplated thereby (the “Business Combination”) were approved by the boards of directors of each of TCGX and TriGemX. The Business Combination is expected to close in the first quarter of 2027, following the receipt of the requisite approvals of TCGX shareholders and TriGemX stockholders and the fulfillment of other customary closing conditions.
Business Combination Agreement
The Domestication
The Business Combination Agreement provides, among other things, that at least one business day prior to the closing of the Business Combination (the “Closing” and the date upon which the Closing actually occurs, the “Closing Date”), TCGX will deregister from the Register of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part 12 of the Companies Act (Revised) of the Cayman Islands (the “Domestication”). In connection with the Domestication, (i) each outstanding Class A ordinary share of TCGX (each, a “TCGX Class A Share”), each outstanding Class B ordinary share of TCGX (each, a “TCGX Class B Share”) will be converted into one share of common stock, par value $0.0001 per share, of TCGX (the “New TriGemX Common Stock”), (ii) TCGX will file the New TriGemX COI with the Secretary of State of the State of Delaware and adopt the New TriGemX Bylaws (each, as defined and described below) and (iii) TCGX’s name will be changed to “TriGemX Bio, Inc.” (the resulting post-Closing entity, “New TriGemX”).
TCGX Shareholder Redemptions
TCGX will provide the holders of TCGX Class A Shares the right to have all or a portion of their TCGX Class A Shares redeemed for cash in connection with the Business Combination, in accordance with TCGX’s governing documents, for a per-share price equal to the pro rata portion of the funds then in TCGX’s trust account (including interest not previously released to pay taxes). Any such redemptions will occur immediately prior to the consummation of the Domestication.
The Merger
Subject to the terms and conditions of the Business Combination Agreement, following the Domestication, Merger Sub will merge with and into TriGemX, with TriGemX surviving the merger as a wholly-owned subsidiary of TCGX (the “Merger”). At the time the Merger becomes effective (the “Effective Time”), (i) each share of TriGemX common stock (collectively, “TriGemX Common Shares”) issued and outstanding as of immediately prior to the Effective Time (including such shares issued upon the conversion of all shares of TriGemX preferred stock into TriGemX Common Shares prior to the Effective Time in accordance with the terms of the Business Combination Agreement, but excluding TriGemX Common Shares held in treasury or by TriGemX stockholders who have properly demanded appraisal of such TriGemX Common Shares in accordance with Section 262 of the DGCL) will be automatically canceled and extinguished and converted into the right to receive a number of shares of New TriGemX Common Stock equal to an exchange ratio, which is based on the agreed pre-money equity value of TriGemX of $361,000,000, the agreed New TriGemX Common Stock value of $10.00 per share and TriGemX’s fully-diluted share count, as set forth in the Business Combination Agreement (the “Exchange Ratio”); and (ii) each option to purchase TriGemX Common Shares (each, a “TriGemX Option”), whether vested or unvested, will be assumed by TCGX and converted into an option to purchase New TriGemX Common Stock in an amount equal to the product (rounded down to the nearest whole number) of (x) the number of TriGemX Common Shares subject to such TriGemX Option immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such TriGemX Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio, and generally subject to the same terms and conditions (including applicable vesting, expiration and forfeiture provisions) that applied to the corresponding TriGemX Option immediately prior to the Effective Time.
Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto (the “Parties”) that are customary for transactions of this type, including with respect to the operations of TCGX and TriGemX prior to the Closing and the preparation and filing of a registration statement on Form S-4 relating to the Business Combination containing a prospectus and proxy statement of TCGX (the “Registration Statement / Proxy Statement”) with the Securities and Exchange Commission (the “SEC”). In addition, TCGX has agreed to adopt the New TriGemX Equity Incentive Plan and the New TriGemX Employee Stock Purchase Plan (as defined and described below) prior to the Closing, as described in the Business Combination Agreement.
Governance
TCGX has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing, the New TriGemX board of directors will initially consist of seven directors, which directors will include six designees of TriGemX, of which at least three will be independent under the applicable Nasdaq listing rules, and one designee of TCGX, with a majority of the directors qualifying as independent under the applicable Nasdaq listing rules.
Conditions to Closing
The obligations of each of TCGX and TriGemX to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) no legal restraint or prohibition issued by any governmental entity enjoining, prohibiting or preventing the consummation of the Business Combination being in effect, (ii) the effectiveness of the Registration Statement / Proxy Statement, (iii) receipt of the requisite approvals and consents of TCGX’s shareholders and TriGemX’s stockholders, and (iv) the approval for listing of the New TriGemX Common Stock (including, for the avoidance of doubt, the shares of New TriGemX Common Stock to be issued pursuant to the Merger) on Nasdaq.
The obligation of TCGX to consummate the Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited to, there having been no Company Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing.
The obligation of TriGemX to consummate the Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no TCGX Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing, (ii) the Available Closing Cash (as defined in the Business Combination Agreement), which includes the aggregate cash proceeds available for release from TCGX’s trust account (after deducting any amounts paid to TCGX shareholders that exercise their redemption rights in connection with the Business Combination, but before payment of deferred underwriting commissions and transaction expenses), together with the proceeds from the PIPE Financing (as described below) and any Permitted Sponsor Subscriptions (as defined in the Business Combination Agreement), equaling at least $150,000,000, and (iii) the consummation of the Domestication.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to, (i) by mutual written consent of TCGX and TriGemX, (ii) by TCGX if the representations and warranties of TriGemX are not true and correct or if TriGemX fails to perform any pre-closing covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by TriGemX if the representations and warranties of any TCGX Party (as defined in the Business Combination
Agreement) are not true and correct or if any TCGX Party fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited exceptions, by either TCGX or TriGemX if the Business Combination is not consummated by June 30, 2027, (v) by either TCGX or TriGemX if the requisite TCGX shareholder approvals are not obtained after the conclusion of the meeting at which TCGX’s shareholders voted on such matters, (vi) by either TCGX or TriGemX, if any governmental entity has issued a final and non-appealable order prohibiting the Business Combination, (vii) by TriGemX, prior to receipt of the requisite TCGX shareholder approvals, if the TCGX board of directors changes its recommendation in a manner adverse to TriGemX, and (viii) by TCGX if TriGemX’s stockholders do not deliver to TCGX a written consent approving the Business Combination within two business days following the date on which the Registration Statement / Proxy Statement is declared effective.
If the Business Combination Agreement is validly terminated, none of the Parties will have any liability (absent fraud or willful breach of the Business Combination Agreement prior to such termination) or any further obligation under the Business Combination Agreement other than customary confidentiality obligations and certain other provisions that expressly survive termination.
The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement and any related agreements. The Business Combination Agreement contains representations, warranties and covenants that the respective Parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective Parties and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating such agreement. The Business Combination Agreement is not intended to provide any other factual information about TCGX, TriGemX, or any other Party to the Business Combination Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the Parties, are subject to limitations agreed upon by the Parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Parties instead of establishing these matters as facts) and are subject to standards of materiality applicable to the Parties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any Party to the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in TCGX’s public disclosures.
A copy of the Business Combination Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Related Agreements
The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, TCGX, TCGX Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Andrew Cheng, M.D., Ph.D., Ying Huang, Ph.D. and Wei Lin, M.D. (the “Other Class B Holders”) and TriGemX entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and each Other Class B Holder, as a holder of TCGX Class B Shares (the “Founder Shares”), has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Business Combination, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of TCGX or any other anti-dilution or similar protection with respect to the Founder Shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination, (iv) be bound by certain transfer
restrictions with respect to his, her or its shares in TCGX prior to the Closing, and (v) be subject to the restrictions contemplated by the Lock-Up Agreement (as defined below), and the Sponsor has agreed to cause up to 539,062 Founder Shares held by it to be forfeited immediately prior to the Effective Time to the extent the Available Closing Cash (as defined in the Business Combination Agreement) is less than $161,000,000, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.
A copy of the Sponsor Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.
PIPE Financing (Private Placement)
Concurrently with the execution of the Business Combination Agreement, TCGX entered into subscription agreements (the “Subscription Agreements”) with certain qualified institutional buyers, institutional accredited investors, and other accredited investors, including, among others, TCG Crossover Fund III, L.P., an affiliate of the Sponsor (collectively, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and TCGX agreed to issue and sell to the PIPE Investors, on the Closing Date, an aggregate of 16,000,000 shares of New TriGemX Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $160,000,000 (the “PIPE Financing”).
The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New TriGemX Common Stock (including the New TriGemX Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for listing on Nasdaq; (ii) the accuracy in all material respects of certain fundamental representations and warranties of TCGX; (iii) the satisfaction or waiver of all conditions precedent to the Closing under the Business Combination Agreement, with the Closing scheduled to occur substantially concurrently with or immediately following the closing of the PIPE Financing; and (iv) the absence of specified adverse judgments, orders, laws, rules or regulations making illegal, enjoining or otherwise prohibiting the consummation of the Business Combination.
The obligations of TCGX to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and (ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the Subscription Agreements.
The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the Business Combination Agreement shall not have been amended, modified, or supplemented, and no condition waived thereunder, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that a PIPE Investor (in its capacity as such) would reasonably expect to receive under the Subscription Agreements; (ii) the material truth and accuracy of the representations and warranties of TCGX in the Subscription Agreements, subject to customary bringdown standards; (iii) no subscription agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of New TriGemX Common Stock under the Subscription Agreements, with any other PIPE Investors shall have been amended, modified, or waived in any manner that benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits (other than terms particular to the legal or regulatory requirements of such other PIPE Investor or its affiliates or related persons); (iv) all specified consents, waivers or other authorizations and notices, required to be made in connection with the issuance and sale of New TriGemX Common Stock under the Subscription Agreements shall have been obtained or made, except where failure to so obtain would not prevent TCGX from consummating the transactions contemplated by the Subscription Agreements; (v) material compliance by TCGX with its covenants, agreements and conditions under the Subscription Agreements; and (vi) there has not occurred any Company Material Adverse Effect or TCGX Material Adverse Effect (each as defined in the Business Combination Agreement) since the date of the Subscription Agreements that is continuing.
The Subscription Agreements provide that TCGX will grant the PIPE Investors certain customary registration rights, including an obligation to file a registration statement registering the resale of the shares of New TriGemX Common Stock issued in the PIPE Financing within 30 calendar days after the Closing and to use commercially reasonable efforts to have such registration statement declared effective within specified deadlines.
The foregoing description of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the form of Subscription Agreement, a copy of which is attached as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.
TriGemX Transaction Support Agreements and Stockholder Written Consents
Concurrently with the execution of the Business Combination Agreement, certain stockholders of TriGemX (collectively, the “TriGemX Supporting Stockholders”) entered into a Transaction Support Agreement (collectively, the “Transaction Support Agreements”) with TCGX, pursuant to which the TriGemX Supporting Stockholders have agreed to, among other things, (a) as promptly as reasonably practicable (and in any event within two business days) following the time at which the Registration Statement / Proxy Statement is declared effective, execute and deliver to TriGemX and TCGX the written consents of stockholders holding a sufficient number of shares of TriGemX capital stock required to approve the Business Combination Agreement, each ancillary agreement to which TriGemX is a party and the Business Combination, (b) at any meeting of the stockholders of TriGemX, however called, and in any action by written resolution of the stockholders of TriGemX, to vote (or cause to be voted) (i) in favor of the approval and adoption of the Business Combination Agreement and the Business Combination, and (ii) against and withhold consent to any alternative acquisition proposal or other matter, action or proposal intended or that would reasonably be expected to result in a breach of any of TriGemX’s covenants or obligations under the Business Combination Agreement, result in any of the conditions to Closing thereunder not being satisfied or frustrate the purposes of and otherwise impede or prevent the consummation of the Merger or the Business Combination, (c) not, and direct such TriGemX Supporting Stockholders’ affiliates not to, directly or indirectly, initiate, encourage or otherwise facilitate an alternative acquisition proposal, (d) refrain from transferring any covered securities, (e) appoint TCGX or any individual designated by TCGX for purposes of complying with the obligations under the Transaction Support Agreements as such TriGemX Supporting Stockholders’ agent, attorney-in-fact and proxy to attend on behalf of such TriGemX Supporting Stockholder any meeting of the TriGemX stockholders with respect to the Business Combination and (f) consent to the termination of certain agreements between such TriGemX Supporting Stockholder and TriGemX effective as of the Closing. The obligations under the Transaction Support Agreements automatically terminate upon the earlier of (i) the Effective Time; and (ii) the termination of the Business Combination Agreement in accordance with its terms.
The foregoing description of the Transaction Support Agreements is subject to and qualified in its entirety by reference to the full text of the form of Transaction Support Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.
Registration Rights Agreement
In connection with the Closing, New TriGemX, the Sponsor, certain investment vehicles of TCG Crossover Fund III, L.P., certain existing stockholders of TCGX, TriGemX, certain former directors and officers of TriGemX, and certain former stockholders of TriGemX will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement will amend and restate the registration rights agreement entered into by TCGX in connection with its initial public offering. Pursuant to the Registration Rights Agreement, among other things, New TriGemX will be required to file a shelf registration statement registering the resale of the registrable securities held by such holders within 30 calendar days following the Closing Date, and such holders will be entitled to customary underwritten shelf takedown, block trade and piggyback registration rights, subject to certain limitations.
The foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is attached as Exhibit 10.4 hereto, and the terms of which are incorporated herein by reference.
Lock-Up Agreements
In connection with the Closing, the Sponsor, the independent directors of TCGX, certain directors and officers of TriGemX, and certain TriGemX stockholders (collectively, the “Lock-Up Holders”) will enter into a lock-up agreement (the “Holder Lock-Up Agreement”) with New TriGemX. Jefferies LLC will enter into a separate lock-up agreement with New TriGemX (the “Jefferies Lock-Up Agreement” and, together with the Holder Lock-Up Agreement, the “Lock-Up Agreements”).
Pursuant to the Holder Lock-Up Agreement, the Lock-Up Holders will agree not to transfer (except for certain permitted transfers) any shares of New TriGemX Common Stock held by such holder immediately after the Closing (other than shares purchased in the PIPE Financing (including shares purchased by TCG Crossover Fund III, L.P. in satisfaction of its forward purchase commitment) or in the open market after the Closing) until six months after the Closing Date. Pursuant to the Jefferies Lock-Up Agreement, Jefferies LLC will agree to substantially the same transfer restrictions, including the same permitted transfers and exclusions, except that its lock-up period will expire 30 days after the Closing Date.
The foregoing descriptions of the Lock-Up Agreements are subject to and qualified in their entirety by reference to the full texts of the forms of Holder Lock-Up Agreement and Jefferies Lock-Up Agreement, copies of which are attached as Exhibits 10.5 and 10.6 hereto, respectively, and the terms of which are incorporated herein by reference.
New TriGemX Certificate of Incorporation and New TriGemX Bylaws
Concurrently with the Domestication, and prior to the Effective Time, TCGX will file a certificate of incorporation with the Secretary of State of the State of Delaware (“New TriGemX COI”) and will adopt bylaws (“New TriGemX Bylaws”), which together will govern the rights, privileges, and preferences of the holders of New TriGemX securities after the Closing.
The foregoing descriptions of the New TriGemX COI and New TriGemX Bylaws do not purport to be complete and are qualified in their entirety by the terms and conditions of the forms of the New TriGemX COI and New TriGemX Bylaws, copies of which are included as Exhibit F and Exhibit G, respectively, to the Business Combination Agreement (attached as Exhibit 2.1 hereto), and the terms of which are incorporated herein by reference.
New TriGemX Equity Incentive Plan and New TriGemX Employee Stock Purchase Plan
Prior to the Closing, TCGX will approve and adopt, in each case subject to approval by the TCGX shareholders, an equity incentive plan (the “New TriGemX Equity Incentive Plan”) and an employee stock purchase plan (the “New TriGemX Employee Stock Purchase Plan”) to provide eligible service providers of New TriGemX and certain affiliated companies with the opportunity to purchase New TriGemX Common Stock and/or acquire a proprietary interest in New TriGemX. The New TriGemX Equity Incentive Plan will provide for equity incentive compensation grants to employees, consultants and non-employee directors in the form of stock options (both non-qualified stock options and incentive stock options), stock appreciation rights, restricted stock, restricted stock units, and other stock-based and cash-based awards. The New TriGemX Employee Stock Purchase Plan will permit eligible employees to purchase New TriGemX Common Stock at a discount under (i) a component that is intended to be qualified under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) a component that is not intended to be so qualified under Section 423 of the Code.
The initial number of shares of New TriGemX Common Stock reserved and available for issuance under the New TriGemX Equity Incentive Plan will equal the sum of (i) 5% of the shares of New TriGemX Common Stock issued and outstanding on a fully diluted basis at the Closing, (ii) the number of shares remaining available for grant under TriGemX’s existing equity plan immediately prior to the Closing (as adjusted to reflect the Merger) and (iii) the number of shares of New TriGemX Common Stock subject to assumed TriGemX Options that, following the Closing, are cancelled or forfeited or expire without the issuance of shares thereunder. From and after the Closing, no additional awards will be granted under TriGemX’s existing equity plan and that plan will be terminated.
The initial number of shares of New TriGemX Common Stock reserved and available for issuance under the New TriGemX Employee Stock Purchase Plan, and any annual increase thereto beginning in 2028, will be mutually agreed between TCGX and TriGemX.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of New TriGemX Common Stock in connection with the transactions contemplated by the Subscription Agreements is incorporated by reference herein. The shares of New TriGemX Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act.
| Item 7.01 | Regulation FD Disclosure. |
On October 19, 2026, TCGX and TriGemX issued a press release announcing the Business Combination. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated October 2026.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of TCGX under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Additional Information about the Proposed Business Combination and Where to Find It
The proposed Business Combination will be submitted to shareholders of TCGX for their consideration. TCGX intends to file a registration statement on Form S-4 with the SEC, which will include preliminary and definitive proxy statements to be distributed to TCGX’s shareholders in connection with TCGX’s solicitations of proxies from TCGX’s shareholders with respect to the proposed Business Combination and other matters to be described in the registration statement, as well as the prospectus relating to the offer of the securities to be issued to the stockholders of TriGemX in connection with the completion of the proposed Business Combination. After the registration statement has been filed and declared effective, TCGX will mail a definitive proxy statement/prospectus and other relevant documents relating to the proposed Business Combination and other matters to be described in the registration statement to TriGemX stockholders and TCGX shareholders as of a record date to be established for voting on the proposed Business Combination. Before making any voting or investment decision, TCGX shareholders, TriGemX stockholders, and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by TCGX in connection with the proposed Business Combination and other matters to be described in the registration statement, when they become available because they will contain important information about TCGX, TriGemX and the proposed Business Combination. Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed by TCGX with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to TCGX Acquisition Corp., 245 Lytton Ave., Suite 350, Palo Alto, California 94301.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of elismetrep and TriGemX’s other product candidates, the size and growth potential of the markets for elismetrep and TriGemX’s other product candidates; financing and other business milestones; potential benefits of the proposed Business Combination and other related transactions; and expectations relating to the proposed Business Combination and other related transactions. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of TriGemX’s and TCGX’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the
control of TriGemX and TCGX. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the Parties to successfully or timely consummate the proposed Business Combination and other related transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcement actions or other actions relating to SPACs) that could adversely affect the combined company or the expected benefits of the proposed Business Combination and other related transactions; failure to realize the anticipated benefits of the proposed Business Combination and other related transactions; risks related to the approval of elismetrep and TriGemX’s other product candidates and the timing of expected regulatory and business milestones; ability to negotiate definitive contractual arrangements with potential customers; the impact of competitive products and product candidates; ability to obtain sufficient supply of materials; ability to obtain additional financing; ability to attract and retain qualified personnel; global economic and political conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; legal and regulatory changes; the outcome of any legal proceedings that may be instituted against TCGX or TriGemX related to the proposed Business Combination; the effects of competition on TriGemX’s future business; and the amount of redemption requests made by TCGX’s public shareholders. Additional risks related to TriGemX’s business include, but are not limited to: uncertainty regarding outcomes of TriGemX’s product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of elismetrep and TriGemX’s other product candidates; risks associated with TriGemX’s efforts to commercialize its product candidates; TriGemX’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing product candidates on TriGemX’s business; intellectual property-related claims; TriGemX’s ability to attract and retain qualified personnel; and TriGemX’s ability to source the raw materials for its product candidates. Additional risks related to TCGX include those factors discussed in documents TCGX has filed or will file with the SEC, together with the risks described in the Investor Presentation that is included as Exhibit 99.2 to this Current Report on Form 8-K and also set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in TCGX’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and in those documents that TCGX has filed, or will file, with the SEC.
If any of these risks materialize or TCGX’s or TriGemX’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither TCGX nor TriGemX presently know or that TCGX and TriGemX currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect TCGX’s and TriGemX’s expectations, plans, or forecasts of future events and views as of the date of this Current Report on Form 8-K and are qualified in their entirety by reference to the cautionary statements herein. TCGX and TriGemX anticipate that subsequent events and developments will cause TCGX’s and TriGemX’s assessments to change. These forward-looking statements should not be relied upon as representing TCGX’s and TriGemX’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither TCGX, TriGemX nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.
Participants in the Solicitation
TCGX, TriGemX, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from TCGX’s shareholders with respect to the proposed Business Combination and the other matters set forth in the registration statement. Information regarding TCGX’s directors and executive officers, and a description of their interests in TCGX is contained in TCGX’s final prospectus relating to its initial public offering, filed with the SEC on August 6, 2026, which is available free of charge at the SEC’s website located at www.sec.gov, or by directing a request to TCGX Acquisition Corp., 245 Lytton Ave., Suite 350, Palo Alto, California 94301. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement/prospectus relating to the proposed Business Combination when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
This Current Report on Form 8-K is not a substitute for the registration statement or for any other document that TCGX and TriGemX may file with the SEC in connection with the proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by TCGX, without charge, at the SEC’s website located at www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed Business Combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Current Report on Form 8-K is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1†* | Business Combination Agreement, dated as of October 18, 2026, by and among TCGX Acquisition Corp., TriGemX Merger Sub, Inc. and TriGemX Bio, Inc. | |
| 10.1* | Sponsor Letter Agreement, dated as of October 18, 2026, by and among TCGX Sponsor, LLC, certain other holders of TCGX Acquisition Corp. Class B ordinary shares party thereto, TCGX Acquisition Corp. and TriGemX Bio, Inc. | |
| 10.2 | Form of Subscription Agreement. | |
| 10.3* | Form of Transaction Support Agreement. | |
| 10.4 | Form of Registration Rights Agreement. | |
| 10.5 | Form of Holder Lock-Up Agreement. | |
| 10.6 | Form of Jefferies Lock-Up Agreement. | |
| 99.1 | Press Release, dated October 19, 2026. | |
| 99.2 | Investor Presentation, dated October 2026. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
| * | Certain portions of these exhibits have been redacted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K. The Registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 19, 2026 | ||||||
| TCGX Acquisition Corp. | ||||||
| By: | /s/ Chen Yu | |||||
| Name: | Chen Yu, M.D., M.B.A. | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
TriGemX Bio and TCGX Acquisition Corp. Announce Business Combination Agreement to
Create Publicly Listed Company to Develop Elismetrep, A Potential First-in-Class Treatment for Migraine
Transaction Includes Concurrent $160 million Private Investment in Public Equity (PIPE)
Financing and Expected Gross Proceeds of Approximately $246 million
NEW YORK and PALO ALTO, CA – October 19, 2026 —TriGemX Bio, a biotechnology company focused on developing elismetrep, a potential first-in-class treatment for migraine, and TCGX Acquisition Corp. (Nasdaq: TCGX), a special purpose acquisition company (SPAC) sponsored by TCGX, today announced the execution of a definitive business combination agreement that will result in TriGemX Bio becoming a publicly traded company. The combined company will be named “TriGemX Bio, Inc.” (the “Combined Company”) and is expected to trade on Nasdaq under the new ticker symbol “TGEM”.
Upon closing, the Combined Company expects to receive approximately $246 million of total gross proceeds (prior to the payment of transaction costs and assuming no redemptions by TCGX Acquisition Corp.’s public shareholders). Proceeds will be funded through the approximately $86 million held in TCGX Acquisition Corp.’s trust account (assuming no redemptions by TCGX Acquisition Corp.’s public shareholders) and a concurrent $160 million PIPE financing of common stock at $10.00 per share from a group of premier healthcare investors, including TCGX, Viking Global Investors, ADAR1 Capital Management, BVF Partners, Samsara BioCapital, and Vianti Capital as well as other leading healthcare investors.
“This is an important day and financing for TriGemX,” said Jeff Goater, CEO of TriGemX Bio. “With the anticipated proceeds from this transaction, TriGemX will be positioned to fully fund the Phase 3 development of elismetrep and undertake key commercial readiness activities as we prepare for a potential U.S. launch. Elismetrep is our novel, potential first-in-class acute treatment for migraine. Migraine is one of the most common neurological diseases, and a meaningful percentage of affected patients do not achieve adequate relief from existing therapies. We believe elismetrep will be an important new treatment option for patients suffering with this disease.”
Chen Yu, Founder and Managing Partner of TCGX and CEO of TCGX Acquisition Corp., added, “We are thrilled to partner with the team at TriGemX. We established TCGX, motivated by the opportunity to support high-potential life sciences companies developing groundbreaking therapies, and TriGemX exemplifies that vision. We look forward to supporting the Company as it executes on its next phase of growth.”
Net proceeds from the transaction are expected to provide the Combined Company with the capital needed to:
| • | Complete the ongoing elismetrep Phase 3 clinical trials for the acute treatment of migraine and submit a New Drug Application (NDA) for this indication |
| • | Complete a clinical trial of elismetrep in migraine prevention using a distinct dose and formulation |
| • | Enable key commercial readiness activities as the Combined Company prepares for a potential U.S. launch |
Assuming no redemptions by TCGX Acquisition Corp.’s public shareholders, the Combined Company is expected to have a post-transaction equity value of approximately $600 million at closing. TriGemX Bio shareholders will not receive any cash proceeds as part of the transaction and will roll 100% of their equity into the Combined Company.
The boards of directors of both TriGemX Bio and TCGX Acquisition Corp. have approved the proposed transaction, which is expected to be completed in the first quarter of 2027. The transaction is subject to, among other things, the approval of the shareholders of both TriGemX Bio and TCGX Acquisition Corp., and satisfaction or waiver of customary closing conditions set forth in the definitive business combination agreement.
Jefferies and TD Cowen acted as joint lead placement agents and Cantor and LifeSci Capital acted as placement agents in connection with the PIPE transaction. Jefferies and TD Cowen also acted as Capital Markets Advisors to TCGX. Cooley LLP acted as legal counsel to TriGemX Bio. Latham & Watkins LLP acted as legal counsel to TCGX. Ogier (Cayman) LLP acted as Cayman counsel to TriGemX Bio. Maples and Calder (Cayman) LLP acted as Cayman counsel to TCGX. Goodwin Procter LLP acted as legal counsel to Jefferies, TD Cowen, Cantor and LifeSci Capital.
Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed with the SEC by TCGX Acquisition Corp. and will be available at the SEC’s website at www.sec.gov.
About Elismetrep
Elismetrep (K-304) is an investigational, novel, oral, TRPM8 channel blocker under development for the acute treatment of migraine. Specifically designed to block TRPM8 activity, elismetrep has been shown to be well-tolerated and to reduce migraine pain and associated symptoms in a Phase 2b trial. Phase 3 trials for elismetrep for the acute treatment of migraine are currently ongoing. Two pivotal studies (NCT07645924 and NCT07816367) and a long-term safety study (NCT07674654) are currently underway. Elismetrep is an investigational product and has not been approved by the FDA or any other regulatory agency. For more information, please visit clinicaltrials.gov.
About TriGemX Bio
TriGemX Bio is a biotechnology company focused on developing elismetrep, a potential first-in-class TRPM8 channel blocker for the treatment of migraine. The targeting of TRPM8 for the treatment of migraine is a direct result of TriGemX Bio’s unique insights into neural signaling pathways. The name “TriGemX” is a reference to the trigeminal ganglion, a migraine-relevant neural structure where TRPM8 is expressed. Elismetrep is currently in Phase 3 trials for the acute treatment of migraine, with results from the first Phase 3 trial anticipated in mid-2027. For more information visit www.tgemx.com.
About TCGX Acquisition Corp (TCGX)
TCGX Acquisition Corp. (Nasdaq: TCGX) is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. TCGX is sponsored by TCGX Sponsor, LLC, an affiliate of TCG Crossover Management, LLC. TCGX is led by CEO Chen Yu and Chief Financial Officer Craig Skaling.
Additional Information about the Proposed Business Combination and Where to Find It
The proposed business combination will be submitted to shareholders of TCGX for their consideration. TCGX intends to file a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which will include preliminary and definitive proxy statements to be distributed to TCGX’s shareholders in connection with TCGX’s solicitations of proxies from TCGX’s shareholders with respect to the proposed business combination and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to TriGemX Bio’s stockholders in connection with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, TCGX will mail a definitive proxy statement/prospectus and other relevant documents relating to the proposed business combination and other matters to be described in the Registration
Statement to TriGemX Bio stockholders and TCGX shareholders as of a record date to be established for voting on the proposed business combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, TCGX SHAREHOLDERS, TRIGEMX BIO STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY TCGX IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TCGX, TRIGEMX BIO AND THE PROPOSED BUSINESS COMBINATION. Shareholders will be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed by TCGX with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to TCGX Acquisition Corp., 245 Lytton Ave., Suite 350, Palo Alto, California 94301. There can be no assurance that the proposed business combination will be completed, or completed on the terms currently contemplated.
Forward Looking Statements
This press release includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of TriGemX Bio’s products, the size and growth potential of the markets for TriGemX Bio’s products; financing and other business milestones; potential benefits of the proposed business combination and other related transactions; and expectations relating to the proposed business combination and other related transactions. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of TriGemX Bio’s and TCGX’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of TriGemX Bio and TCGX. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to
successfully or timely consummate the proposed business combination and other related transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions relating to SPACs) that could adversely affect the Combined Company or the expected benefits of the proposed business combination and other related transactions; the failure to obtain the approval of TCGX’s shareholders or TriGemX Bio’s stockholders or to satisfy other conditions to closing; the ability to complete the domestication of TCGX as a Delaware corporation; the ability to meet Nasdaq listing standards in connection with or following the consummation of the proposed business combination; failure to realize the anticipated benefits of the proposed business combination and other related transactions; risks related to the approval of TriGemX Bio’s products and the timing of expected regulatory and business milestones; ability to negotiate definitive contractual arrangements with potential customers; the impact of competitive products; ability to obtain sufficient supply of materials; ability to obtain additional financing; ability to attract and retain qualified personnel; global economic and political conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; legal and regulatory changes; the outcome of any legal proceedings that may be instituted against TCGX or TriGemX Bio related to the proposed business combination; the effects of competition on TriGemX Bio’s future business; and the amount of redemption requests made by TCGX’s public shareholders. Additional risks related to TriGemX Bio’s business include, but are not limited to: uncertainty regarding outcomes of TriGemX Bio’s product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of TriGemX Bio’s products; risks associated with TriGemX Bio’s efforts to commercialize its product candidates; TriGemX Bio’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing product candidates on TriGemX Bio’s business; intellectual property-related claims; TriGemX Bio’s ability to attract and retain qualified personnel; and TriGemX Bio’s ability to source the raw materials for its product candidates. Additional risks related to TCGX include those factors discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in those documents that TCGX has filed, or will file, with the SEC, including the Registration Statement when it becomes available.
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither TCGX nor TriGemX Bio undertakes any duty to update these forward-looking statements, except as required by law.
Participants in the Solicitation
TCGX, TriGemX Bio, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from TCGX’s shareholders with respect to the proposed business combination and the other matters set forth in the registration statement. Information regarding TCGX’s directors and executive officers, and a description of their interests in TCGX, is contained in the sections entitled “Management,” “Principal Shareholders” and “Certain Transactions” of the registration statement for TCGX’s initial public offering, which was filed with the SEC and is available free of charge at the SEC’s website located at www.sec.gov, or by directing a request to TCGX Acquisition Corp., 245 Lytton Ave., Suite 350, Palo Alto, California 94301. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests will be contained in the proxy statement/prospectus relating to the proposed business combination when it becomes available. This press release is not a substitute for the Registration Statement, the proxy statement/prospectus or any other document that TCGX may file with the SEC in connection with the proposed business combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain free copies of these documents from the sources described above.
No Offer or Solicitation
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed business combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TriGemX Bio Contact
Media Contact:
media@tgemx.com
Investor Contact:
ir@tgemx.com
TCGX Acquisition Corp. Contact
Investor Contact:
investorinquiries@tcgcrossover.com
Media Contact:
media@tcgcrossover.com
A Novel Approach to Migraine October 2026 Exhibit 99.2
Disclaimers This presentation (this “Presentation”) has been prepared solely for the purpose of furnishing information on a confidential basis to interested parties to assist them in making their own evaluation with respect to a potential private placement of securities of TCGX Acquisition Corp. (“TCGX”) in connection with the contemplated business combination (the “Transaction”) between TCGX and TriGemX Bio, Inc. (the “Company” or “TriGemX”) and is being delivered to you on behalf of TCGX and the Company by Jefferies LLC (“Jefferies”), as capital markets advisor and lead placement agent in connection with the Transaction. This information is strictly confidential and proprietary, and its disclosure to an unauthorized recipient could cause significant harm to the Company. By accepting this Presentation, you and your affiliates agree to maintain this information in the strictest confidence and to protect and safeguard this Presentation against any unauthorized publication or disclosure. Without the express prior written consent of the Company, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of the Company and the Transaction or (iv) provided to any person except your employees and advisors with a need to know who are advised of the confidentiality of the information, except to the extent required by law. You acknowledge that you are (a) aware that the United States securities laws prohibit any person who has material non-public information concerning a company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities and (b) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), and that you will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without limitation, Rule 10b-5 thereunder. You also acknowledge and agree that this Presentation may contain material non-public information concerning the Company. By accepting this Presentation and the information contained herein, you and your institution expressly agree to use this Presentation and the information contained herein in accordance with your compliance policies, contractual obligations and applicable laws, including United States federal and state securities laws and comply with the confidentiality obligations and other requirements set forth herein. This Presentation supersedes and replaces all previous oral and written communications between the parties hereto relating to the subject matter hereof. This Presentation and any oral statements made in connection with this Presentation shall not constitute an offer to sell or a solicitation of an offer to buy securities or an invitation or inducement to engage in investment activity, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of such securities under the securities law of any such jurisdiction. Any securities to be offered by the Company in connection with the Transaction to which this Presentation relates have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or applicable state or foreign securities laws. Any offer of securities, if made, may be made only through definitive offering documents, including, but not limited to a subscription agreement. The information contained herein is qualified in its entirety by reference to the definitive offering documents. This Presentation relates to securities that the Company intends to offer in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not been approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of the potential offering or determined that this Presentation is accurate or complete. Any representation to the contrary is a criminal offense. No Representations and Warranties This Presentation is for informational purposes only. The recipient agrees and acknowledges that this Presentation is for informational purposes and is not intended to form the basis of any investment decision by the recipient and does not constitute financial investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by TriGemX, Jefferies or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information (including as to the accuracy, completeness or reasonableness of statements, estimates, targets, projections, assumptions or judgments) in this Presentation or in any other written, oral or other communications transmitted or otherwise made available to any party and no responsibility or liability whatsoever (including any direct, indirect or consequential loss or loss of profit) is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this Presentation is subject to change, and any such changes may be material. TriGemX and Jefferies disclaim any duty to update the information contained in this Presentation. Forward-Looking Statements This Presentation contains forward-looking statements. All statements other than statements of historical facts contained in this Presentation, including statements regarding TriGemX’s future results of operations and financial condition, business strategy, technology, systems, research and development costs, regulatory approvals, potential market opportunity, anticipated trends in TriGemX’s business, timing and likelihood of success, as well as plans and objectives of management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties, and other important factors that are in some cases beyond TriGemX’s control and may cause TriGemX’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “future,” “opportunity” or “would,” or the negative of these terms or other similar expressions, are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions. Moreover, TriGemX operates in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for TriGemX’s management to predict all risks, nor can TriGemX assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements it may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Presentation may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although TriGemX believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, advancements, discoveries, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. In addition, statements that “TriGemX believes” and similar statements reflect its belief and opinion on the relevant subject. These statements are based upon information available to TriGemX as of the date of this Presentation, and while it believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and its statements should not be read to indicate that it has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. TriGemX qualifies all of the forward-looking statements in this Presentation by these cautionary statements. These forward-looking statements speak only as of the date of this Presentation. Except as required by applicable law, TriGemX does not plan to publicly update or revise any forward-looking statements contained in this Presentation, whether as a result of any new information, future events, or otherwise. Industry, Market Data and Partnerships In this Presentation, TriGemX relies on and refers to certain information and statistics regarding the markets and industries in which TriGemX competes. Such information and statistics are based on management’s estimates and/or obtained from third-party sources, including reports by market research firms and company filings. While TriGemX believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. TriGemX has not independently verified the accuracy or completeness of the information provided by the third-party sources. This Presentation contains descriptions of certain key business partnerships with TriGemX. These descriptions are based on the TriGemX management team’s discussion with such counterparties, certain written agreements, including non-binding agreements, and the latest available information and estimates as of the date of this Presentation. These descriptions are subject to negotiation and execution of definitive agreements with certain of such counterparties which have not been completed as of the date of this Presentation. Trademarks This Presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners, and TriGemX’s use thereof does not imply an affiliation with, or endorsement by, the owners of such trademarks, service marks, trade names and copyrights. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, © or ® symbols, but TriGemX and its affiliates will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Additional Information You are urged to request any additional information you may consider necessary or desirable in making an informed investment decision. None of Jefferies or any of its affiliates is acting as a financial advisor, placement agent, arranger or in any other advisory capacity to you with respect to the Transaction or owes such recipient any duty of loyalty or care (whether in contract, in tort or otherwise) with respect to this Presentation or the Transaction (and Jefferies, on behalf of itself and its affiliates, expressly disclaims any such advisory, fiduciary or similar relationship). You (and your representatives, if any) are invited, prior to the entry into any definitive documentation with respect to the Transaction, to ask questions of, and receive answers from, the Company concerning the Transaction and to obtain additional information regarding the Transaction, to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information contained herein. If you decide not to participate in the Transaction, or if the Company requests at any time, you will promptly return to the Company all materials furnished to you in connection with the Transaction, including this Presentation, without retaining any copies thereof (except copies retained for bona fide legal or compliance purposes). If the Transaction is pursued, TriGemX and TCGX intend to file a registration statement (which will include a proxy statement/prospectus of TCGX) and other relevant documents with the Securities and Exchange Commission (the “SEC”), to be used at the meeting of shareholders to approve the Transaction and as the prospectus related to the offer of the securities to be issued by the combined company in connection with the Transaction and, after the registration statement is declared effective, TCGX will mail a definitive proxy statement/prospectus relating to the Transaction to its shareholders. Shareholders and other interested persons are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC in their entirety when they become available because they will contain important information about TriGemX, TCGX and the Transaction. Such registration statement may modify and supersede in its entirety any information in this Presentation, which is preliminary. Shareholders will be able to obtain a free copy of the proxy statement/prospectus (when filed), as well as other filings containing information about TriGemX, TCGX and the Transaction at the SEC’s website located at www.sec.gov. There can be no assurance that the Transaction will be completed, or completed on the terms described in this Presentation. Participants in the Solicitation TCGX, TriGemX and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from TCGX’s shareholders in connection with the Transaction. Information about TCGX’s directors and executive officers and their ownership of TCGX’s securities is set forth in TCGX’s filings with the SEC, and information about TriGemX’s directors and executive officers will be set forth in the registration statement. To the extent that holdings of TCGX’s securities by TCGX’s directors and executive officers have changed since the amounts printed in the prospectus for TCGX’s initial public offering, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Transaction may be obtained by reading the registration statement, including the preliminary and definitive proxy statement/prospectus regarding the Transaction, when it becomes available. These documents can be obtained free of charge from the sources indicated above. Financial Information; Non-GAAP Measures The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X promulgated under the Securities Act. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any proxy statement, registration statement or prospectus to be filed by TCGX or TriGemX with the SEC.
Risk Factors Risks Related to TriGemX’s Limited Operating History, Financial Condition and Need for Additional Capital TriGemX is a clinical-stage biopharmaceutical company with no history of commercializing products and has never generated any product revenues, which may make it difficult to evaluate the success of its business to date and to assess its future viability. TriGemX has incurred significant operating losses since inception and anticipates that it will continue to incur substantial operating losses for the foreseeable future and may never achieve or maintain profitability. TriGemX will require substantial additional financing in addition to the proceeds of this private placement and the business combination, including any funds remaining in the trust account at closing, to achieve its goals, and failure to obtain additional capital when needed, or on acceptable terms, could cause it to delay, limit, reduce or terminate its product development or future commercialization efforts. Raising additional capital may cause dilution to its shareholders, restrict its operations or require it to relinquish rights to its technologies, product candidates, intellectual property, or future revenue streams. Risks Related to the Design, Development, Approval and Commercialization of TriGemX’s Product Candidates TriGemX depends substantially on the success of elismetrep, its lead product candidate, which is in clinical development and has not completed a pivotal trial. If it does not obtain regulatory approval for and successfully commercialize one or more of its product candidates or experiences significant delays in doing so, it may never become profitable. Clinical trials are very expensive, time-consuming and difficult to design and implement and involve uncertain outcomes. Furthermore, results of earlier preclinical studies and clinical trials may not be predictive of results of future preclinical studies or clinical trials. Clinical trials may be delayed, suspended or terminated for many reasons, which could increase TriGemX's expenses and delay the time it takes to develop TriGemX's product candidates. The regulatory approval process of the FDA and comparable regulatory authorities in foreign jurisdictions is lengthy, time-consuming and unpredictable. TriGemX's product candidates may fail to demonstrate safety and efficacy in clinical trials, or may cause serious adverse or unacceptable side effects that could prevent or delay regulatory approval and commercialization, limit the commercial profile of an approved label, increase costs, necessitate the abandonment or limitation of the development of some of its product candidates or result in significant negative consequences following marketing approval, if any. If any of TriGemX's product candidates receives marketing approval and TriGemX, or others, later discover that the drug is less effective than previously believed or causes undesirable side effects that were not previously identified, its ability to market the drug could be compromised. TriGemX's clinical drug development program may not uncover all possible adverse events that patients who use its product candidates may experience. The number of subjects exposed to treatment and the average exposure time in the clinical development program may be inadequate to detect rare adverse events, or chance findings, that may only be detected once its product candidates are administered to more patients and for greater periods of time. TriGemX depends on enrollment of patients in its clinical trials for its product candidates. If it is unable to enroll patients in its clinical trials, its research and development efforts could be adversely affected. TriGemX may expend its limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success. TriGemX may become exposed to costly and damaging liability claims, either when testing its product candidates in the clinic or at the commercial stage, if ever reached, and its product liability insurance may not cover all damages from such claims. Negative outcomes or data integrity failures by competitors in the migraine space could adversely affect TriGemX's business, reputation, and the regulatory and commercial environment in which it operates. Competitive products may reduce or eliminate the commercial opportunity for TriGemX's product candidates for its current or future indications. If TriGemX's competitors develop technologies or product candidates more rapidly than it does, or their technologies or product candidates are more effective or safer than TriGemX's product candidates, its ability to develop and successfully commercialize its product candidates may be adversely affected. TriGemX has never commercialized a product candidate and may lack the necessary expertise, personnel and resources to successfully commercialize any of its product candidates that receive regulatory approval on its own or together with collaborators. The successful commercialization of TriGemX's product candidates, if approved, will depend in part on the extent to which governmental authorities and health insurers establish adequate coverage, reimbursement levels and pricing policies. Failure to obtain or maintain adequate coverage and reimbursement for its product candidates, if approved, could limit its ability to market those product candidates and decrease its ability to generate revenue. Even if any of TriGemX's product candidates receives marketing approval, it may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success. TriGemX currently has no marketing, sales or distribution infrastructure. If it is unable to develop sales, marketing and distribution capabilities on its own or through collaborations, it will not be successful in commercializing its product candidates, if approved. TriGemX may incur substantial costs in developing, expanding and maintaining its infrastructure for commercialization of its product candidates, adversely affecting its ability to generate profits therefrom. If the FDA or comparable foreign regulatory authorities approve generic versions of any of TriGemX's product candidates that receive marketing approval, or such authorities do not grant its product candidates appropriate periods of exclusivity before approving generic versions of its products, the sales of its product candidates could be adversely affected. TriGemX's business, operational and financial goals may not be attainable if the market opportunities for its product candidates are smaller than it expects. Its internal research and third-party estimates may not accurately reflect the market opportunities for elismetrep or other product candidates today or in the future. Risks Related to TriGemX’s Dependence on Third Parties TriGemX relies on third parties to conduct its preclinical studies and clinical trials, and if these third parties perform in an unsatisfactory manner, TriGemX's business could be substantially harmed. TriGemX relies completely on third-party contractors to supply, manufacture and distribute clinical drug supplies for its product candidates, including certain sole-source suppliers and manufacturers; it expects to rely on third parties for supply, manufacturing and distribution of preclinical, clinical and commercial supplies of current and future product candidates. TriGemX, or third-party manufacturers on whom it relies, may be unable to successfully scale-up manufacturing of its product candidates in sufficient quality and quantity, or at acceptable prices, which would delay or prevent it from developing its product candidates and commercializing approved products, if any. TriGemX’s business also could be harmed if these third parties fail to meet applicable legal and regulatory requirements. TriGemX may in the future enter into collaborations with third parties to develop its product candidates. If these collaborations are not successful, its business could be harmed. If TriGemX is not able to establish or maintain collaborations, it may have to alter some of its future development and commercialization plans. TriGemX's reliance on third parties requires it to share its trade secrets, which increases the possibility that a competitor will discover them or that its trade secrets will be misappropriated or disclosed. Risks Related to Regulatory Compliance Even if TriGemX receives regulatory approval of its current or future product candidates, it will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense, and it may be subject to penalties if it fails to comply with regulatory requirements or experiences unanticipated problems with its product candidates. The FDA and other regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses. Disruptions at the FDA and other government agencies caused by substantial changes in leadership, policies or priorities, funding shortages, staffing limitations or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved or commercialized in a timely manner or at all, which could materially and adversely impact TriGemX's business, financial condition, results of operations and prospects. Current and future healthcare reform legislation or regulation may increase the difficulty and cost for TriGemX to obtain coverage for and commercialize TriGemX's product candidates and may adversely affect the prices it may set. If TriGemX or its third-party manufacturers and suppliers fail to comply with environmental, health and safety laws and regulations, it could become subject to fines or penalties or incur costs that could have a material adverse effect on its business, financial condition, results of operations and prospects. TriGemX is subject to various U.S. federal, state and foreign healthcare laws and regulations, which could increase compliance costs, and its failure to comply with these laws and regulations could harm its reputation, subject it to significant fines and liability or otherwise adversely affect its business. Healthcare cost control initiatives, including healthcare legislative and regulatory reform measures, may have a material adverse effect on TriGemX’s business and results of operations. TriGemX is subject to stringent and evolving U.S. and foreign laws, regulations and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Its actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions; litigation (including class claims) and mass arbitration demands; fines and penalties; disruptions of its business operations; reputational harm; loss of revenue or profits; and other adverse business consequences. TriGemX is subject to U.S. and certain foreign export and import controls, sanctions, embargoes, anti-corruption laws, and anti-money laundering laws and regulations. Compliance with these legal standards could impair its ability to compete in domestic and international markets. It can face criminal liability and other serious consequences for violations, which can harm its business. Risks Related to TriGemX’s Intellectual Property If TriGemX is unable to obtain and maintain patent protection for its technology and product candidates, or if the scope of the patent protection obtained is not sufficiently broad, it may not be able to compete effectively in its markets. TriGemX may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration of a third-party patent which might adversely affect its ability to develop and market its product candidates. Patent terms may be inadequate to protect TriGemX's competitive position with respect to its product candidates for an adequate amount of time. Intellectual property rights do not necessarily address all potential threats to TriGemX's business. Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing TriGemX's ability to protect its product candidates. Third parties may initiate legal proceedings alleging that TriGemX is infringing their intellectual property rights, the outcome of which would be uncertain and could have a negative impact on the success of its business. TriGemX may become involved in lawsuits to protect or enforce its patents or other intellectual property rights, or the patents or other intellectual property rights of its future licensors, which could be expensive, time-consuming, unsuccessful, and could distract TriGemX personnel from their normal responsibilities. TriGemX may become involved in proceedings challenging its patent rights, including opposition, derivation, reexamination, inter partes review, post-grant review, or interference proceedings, and the issuance of a patent does not automatically give TriGemX the right to practice the patented invention. TriGemX may not be able to protect its intellectual property rights throughout the world, which could negatively impact its business. TriGemX may be subject to claims that its employees, consultants or independent contractors have wrongfully used or disclosed confidential information of their former employers or other third parties. TriGemX may be subject to claims challenging the inventorship or ownership of its patents, patent applications, or other intellectual property, or its future licensors may be subject to similar claims. TriGemX may rely on third parties from whom it licenses or acquires proprietary technology to file and prosecute patent applications, maintain patents, or otherwise protect such intellectual property, and TriGemX has limited control over these activities. TriGemX may be unable to adequately protect its confidential information, trade secrets, and other proprietary rights, including through confidentiality, assignment, and license agreements, which may be breached or fail to provide adequate remedies, and any such failure could harm its business and competitive position. Obtaining and maintaining TriGemX's patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and its patent protection could be reduced or eliminated for non-compliance with these requirements. Risks Related to TriGemX’s Business Operations, Employee Matters and Managing Growth TriGemX's future growth and ability to compete depend on retaining its key personnel and recruiting additional qualified personnel. TriGemX's future growth depends, in part, on its ability to penetrate foreign markets, where it would be subject to additional regulatory burdens and other risks and uncertainties. Laws and regulations governing TriGemX's international operations may preclude it from developing, manufacturing and selling certain product candidates and products outside of the United States and require it to develop and implement costly compliance programs. TriGemX expects to expand its development and regulatory capabilities and potentially implement sales, marketing and distribution capabilities, and as a result, it may encounter difficulties in managing its growth, which could disrupt its operations. TriGemX's employees, independent contractors, consultants, commercial collaborators, principal investigators, CROs and vendors may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements. TriGemX may be subject to securities litigation, which is expensive and could divert management attention. If TriGemX's information technology systems or those of third parties with whom it works or its data are or were compromised, it could experience adverse consequences resulting from such compromise, including regulatory investigations or actions, litigation, fines and penalties, disruptions of its business operations, reputational harm, loss of revenue or profits, and other adverse consequences. Business disruptions could seriously harm TriGemX's future revenue and financial condition and increase TriGemX's costs and expenses.
Risk Factors (Cont.) Risks Related to This Private Placement and the Combined Company’s Common Shares There has been no public market for the Combined Company's common shares prior to this offering, and an active market in the shares may not develop or be liquid enough for investors to resell those shares quickly or at the market price. The price of the Combined Company's common shares is likely to be volatile and may fluctuate due to factors beyond its control. If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about the Combined Company's business, the price of its common shares and its trading volume could decline. The Combined Company will incur increased costs as a result of operating as a public company, and its management and board of directors will be required to devote substantial time to new compliance initiatives and corporate governance practices. Provisions in the Combined Company's corporate charter documents and under Delaware law could make an acquisition of the Combined Company, which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove its current directors and members of management. The Combined Company's amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States will be the exclusive forums for substantially all disputes between the Combined Company and its stockholders, which could limit the Combined Company’s stockholders’ ability to obtain a favorable judicial forum for disputes with it or its directors, officers or employees. Future sales of the Combined Company's common shares in the public market could cause its share price to fall. Because the Combined Company does not expect to pay dividends on its common shares in the foreseeable future, capital appreciation, if any, would be your sole source of gain. The Combined Company will have broad discretion in the use of the net proceeds from this private placement and may not use them effectively. The Combined Company will be an “emerging growth company” and a “smaller reporting company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies and smaller reporting companies, its common stock may be less attractive to investors. General Risks Related to the Combined Company’s Business If the Combined Company is unable to design and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of its financial reports and the market price of its common stock may decline. The Combined Company's ability to use its net operating loss carryforwards and certain other tax attributes may be limited. Changes in tax laws or regulations may have a material adverse effect on the Combined Company's cash flow, business, financial condition, results of operations or prospects. Unfavorable global economic or political conditions could adversely affect the Combined Company's business, financial condition, results of operations or cash flows. The Combined Company's disclosure controls and procedures may not prevent or detect all errors or acts of fraud. Risks Related to a Potential Transaction Each of Company and a potential SPAC would incur significant transaction costs in connection with a de-SPAC transaction. The consummation of a de-SPAC transaction would be subject to a number of conditions, and if those conditions are not satisfied or waived, the associated business combination agreement would be terminated and the potential transaction might not be completed. A SPAC could waive one or more of the conditions to a de-SPAC transaction, resulting in the consummation of the transaction notwithstanding divergence from assumptions on which the transaction is initially evaluated and approved. The ability to successfully effect a de-SPAC transaction and operate the business thereafter will be largely dependent upon the efforts of certain key personnel. The loss of such key personnel could negatively impact TriGemX’s operations and financial results. There can be no assurance that TriGemX’s Common Stock will be approved for listing on a stock exchange or that TriGemX will be able to comply with the continued listing standards of a stock exchange. Legal proceedings in connection with a potential transaction, the outcomes of which would be uncertain, could delay or prevent the completion of a potential transaction. The future grant and exercise of registration rights could adversely affect the market price of TriGemX’s Common Stock following the consummation of a de-SPAC transaction. Significant redemptions by a SPAC’s public shareholders could require TriGemX to raise future financing following the consummation of a de-SPAC transaction and reduce the public float of its Common Stock. If a SPAC’s due diligence investigation of TriGemX’s business is inadequate and material risks are not uncovered, TriGemX’s stockholders following the consummation of a de-SPAC transaction could lose some or all of their investment. During the pre-closing period, TriGemX and a SPAC could be prohibited from entering into certain transactions that might otherwise be beneficial to Company, the SPAC or their respective stakeholders.
COMPANY OVERVIEW
Elismetrep is a potential first-in-class, investigational oral TRPM8 channel blocker in Phase 3 trials for acute treatment of migraine, which we believe is the only novel mechanism in late-stage development, with expansion potential into migraine prevention Migraine affects ~1B people globally1, with anti-CGRP therapies alone projected to approach ~$11B in annual sales2 and Ubrelvy and Nurtec ODT each tracking to >$2B at peak2 Significant unmet need persists despite multiple approved drug classes, with only ~30% of treated attacks achieving pain freedom and patients cycling between mechanisms in search of relief Phase 2b showed a favorable safety/tolerability and clinically meaningful efficacy profile across all three key clinical endpoints: placebo-adjusted +10.5% pain freedom, +14.0% MBS freedom and +16.4% pain relief at 2 hours for the 20 mg dose Targeting TRPM8 in migraine is supported by GWAS, with a mechanism distinct from CGRP and triptan agents, and with potential to help all patients, including those who do not respond to current therapies Favorable safety data to date across 13 clinical trials with ~1,000 subjects exposed to elismetrep, single and multiple dosing paradigms evaluated previously are 45-90x vs. current Phase 3 doses Phase 3 trials underway utilizing a novel liquid filled capsule formulation (rapid release, 2.3x greater exposure at 2 hours relative to previous DFC formulation), with expected read out in mid-2027 and early 2028, ahead of an NDA targeted for mid-2028 ~$111M in cash as of October 1, 2026, funds operations into Q3:2027, supported by certain U.S. patents into the mid-2040s, blue-chip investor backing and a management team with direct migraine development experience TriGemX is Developing Potential First-in-class Oral Therapies for the Treatment of Migraine 1 2 3 4 8 5 6 7 Note: GWAS stands for Genome-Wide Association Studies. CGRP stands for calcitonin gene-related peptide. MBS stands for most bothersome symptom. 1. National Library of Medicine. 2. GlobalData.
Validating Investors Support the Path to Success Management Team and Board Brings Significant Clinical and Operational Experience Experienced Management Team with a Strong Track Record of Delivering Value to Investors Jeff Goater Chief Executive Officer Aninda Katragadda Chief Financial Officer Brett Lauring Chief Medical Officer Maury Spadoto VP of HR & FP&A Hannah Stringer Controller Venture Partner, The Column Group Former CEO, Surface Oncology Former CFO, Voyager Therapeutics ~10 yrs banking; MD at Evercore 25+ yrs in senior biotech finance roles Former CFO, Atavistik Bio Prior: Akouos (IPO), Surface Oncology, Voyager CPA; began career at Vertex and PwC Joined TriGemX in 2019 Former VP, Early Clinical Dev., Takeda 11 yrs at Merck in clinical development M.D./Ph.D., NYU; ex-Columbia faculty Joined TriGemX in 2021 Senior fintech and biotech finance roles Prior: Ichnos Sciences, Novantas, Build America Mutual Began career at Deloitte and PwC Joined TriGemX in 2019 Supported fundraises and ERP rollout Former Global Controller, CoCreativ CPA; four years at KPMG Supported by an Exceptional Board of Directors Peter Hecht, Ph.D. Tisento Therapeutics Doug Pagán Kailera Therapeutics Peter Svennilson TCG Cariad Chester TCGX Josh Wolfe Lux Capital Jeff Goater TriGemX Bio
DISEASE OVERVIEW AND TREATMENT LANDSCAPE
A life-disrupting disease with broad negative impact on quality of life: productivity at work, relationships, parenting Sources: Ashina M, Katsarava Z, Do TP, et al. Migraine: epidemiology and systems of care. Lancet. 2021; 397:1485-95; Global Data forecast for US, France, Germany, Italy, Spain, UK, and Japan (September 2024). With current drugs such as triptans, pain freedom is only achieved in ~30% of treated migraine attacks Approximately 25% of patients have multiple prescriptions for acute treatment One of the most common neurological diseases affecting ~1 billion people worldwide Migraine Market is a Large & Underserved Opportunity
A Large, Defined Population Inadequately Served by Currently Approved Acute Treatment Options ~40M Total U.S. Migraine Patients ~23M Diagnosed ~13M Migraine Patients Treated with Rx ~0.1M Preventive Tx only Cardiovascular limitations of existing migraine therapies, including triptan-associated vasoconstriction and hypertension-related considerations for CGRP agents, leave a subset of patients with limited / no Rx options1 Acute >> Chronic migraine patients; pain freedom is achieved in only ~30% of treated migraine attacks, leading many patients to cycle across therapies and mechanisms, with ~25% requiring multiple Rx’s2 Novel mechanisms have the potential to increase both diagnosed and treated patient volumes, demonstrated by the impact of anti-CGRP therapies on migraine total Rx’s following their launch ~17M Undiagnosed ~9.8M Acute Tx only ~3.2M Use Acute and Preventive Tx 1. National Library of Medicine. 2. Chiang et al. Neurology (2023).
Migraine: Overview of the Disease & Treatment Sources: https://www.ichd-3.org/1-migraine/; Ailani J, et al., Headache. 2021 Jul;61(7):1021-1039; Blumenfeld AM et al. Cephalalgia. 2011;31(3):301-315; Ha H, Gonzalez A. et al., Am Fam Physician. 2019 Jan 1;99(1):17-24; "Despite Migraine's Widespread Prevalence, the Disease Remains Undertreated" (July 2025). Episodic Migraine Chronic Migraine Type of Migraine Headaches Days per Month Est. % of Patients Treatment Approach Acute Treatment Preventive Treatment 15+ Days 6% 94% ≤14 Days 1 2 1 2 Initial opportunity Potential expansion opportunity TriGemX Strategic Focus
Migraine is a Significant Commercial Opportunity Anti-CGRP Therapies Alone Projected to Peak at ~$11 Billion in Sales In Dec 2019, AbbVie’s Ubrelvy (ubrogepant) became the first FDA-approved gepant for acute treatment of migraine, achieving over $1.2 billion in sales in 2025 and projected to reach peak sales of $2.1 billion Pfizer’s Nurtec ODT/Vydura (rimegepant) reached 2025 sales of over $1.4 billion, including both acute treatment of migraine and prevention usage, and is projected to reach peak sales of $2.2 billion Estimated 70%+ (~$1 billion) for acute treatment of migraine Patient switching is common due to inadequate efficacy, intolerable side effects – opportunity for new mechanisms Sources: Company reports; Evaluation of rimegepant utilization patterns and patient characteristics among new users: a United States administrative claims-based study, Neurology (2024) Vol 40, Issue 11; GlobalData Note: Anti-CGRP sales reflect global reported net product revenue from company annual reports and consensus forecasts from GlobalData. Preventive includes Aimovig (erenumab), Ajovy (fremanezumab), Emgality (galcanezumab), Vyepti (eptinezumab) and Qulipta (atogepant), each approved solely for migraine prevention. Acute reflects Ubrelvy (ubrogepant) and Zavzpret (zavegepant), approved solely for the acute treatment of migraine. Both reflects Nurtec ODT / Vydura (rimegepant), the only anti-CGRP therapy approved for both acute treatment and prevention. Anti-CGRP Annual Sales ($B)
Launch Impact of CGRP & Gepants Novel Mechanisms Increased Number of Treated Patients Launched with clinical efficacy comparable to legacy triptans Originally projected to serve only triptan-contraindicated patient populations Grew total annual prescription volume from 15M to >22.5M TRx and captured ~35% market share from legacy triptans in half a decade Annual TRx Volume and Market Share (Jan 2017 – Sep 2022)¹ CGRP mAb launch Gepant launch Novel Mechanism Blueprint: CGRP mAbs & Gepants IQVIA and H.C. Wainwright (2023).
NONCLINICAL SUPPORT FOR TRPM8 TARGETING
TRPM8 Channel Blockade With Elismetrep A Mechanistically Distinct and Novel Approach to Migraine TRPM8 encodes an ion channel. Among the most consistently and strongly associated loci in genetic studies1,2 Trigeminal TRPM8 expression is distinct from targets of other migraine therapeutics (genes encoding CGRP, PACAP, Serotonin Receptors 1D, 1F)3-5 Elismetrep may be targeting different neurons vs existing therapies Note: PK stands for pharmacokinetic profile. Chasman et al., Nat. Genetics, 2011. Hautakangas, H. et al., Nat. Genetics, 2022. TriGemX data. Bhuiyan, S. et al., Sci. Advances, 2024. Yang, L., et al., Neuron, 2022. Animal studies suggest potential for activity in a broad range of migraine attacks including in patients not served by triptans and gepants Elismetrep is an investigational, oral, potent, and highly selective TRPM8 channel blocker with a PK profile we believe is suited for the treatment of migraine TRPM8 not expressed in human vasculature, no hemodynamic effects observed with elismetrep. Triptans are vasoconstrictive, CGRP-targeted agents can exacerbate hypertension, trigger Raynaud’s phenomenon
Elismetrep has Shown Broader Activity in Rodents, as Measured by Change Periorbital Threshold Tested Against Known Pain Inducers vs. Sumatriptan, Olcegepant ✔️ X NO Donor CGRP PACAP Levcromakalim Elismetrep Olcegepant Sumatriptan ✔️ ✔️ ✔️ ✔️ ✔️ ✔️ ✔️ ✔️ X Pain Inducer Note: Inducers known to trigger attacks in human migraine As in rodents, in humans blocking CGRP is not effective at preventing PACAP pain and sumatriptan not effective against levcromakalim ✔️ Ramos, J. M. F. et al. Neuroscience 344, 157–166 (2017). Dallel, R., Descheemaeker, A. & Luccarini, P. Cephalalgia 38, 776–785 (2017). Ashina, M., Hansen, J. M. & Olesen, J.. Cephalalgia 33, 540–553 (2012). Karsan, N., Edvinsson, L., Vecsei, L. & Goadsby, P. J. Ann. Clin. Transl. Neurol. 11, 1654–1668 (2024). Hansen, J. M., Hauge, A. W., Olesen, J. & Ashina, M. Cephalalgia 30, 1179–1186 (2010). Mangutov, E. et al. Br. J. Pharmacol. 182, 1630–1643 (2025). Zhuang, Z. A., Al-Karagholi, M. A.-M., Ashina, H., Do, T. P. & Ashina, M. Cephalalgia 45, 03331024251341464 (2025). Christensen, S. L. et al. Cephalalgia 41, 1413–1426 (2021). Mason, B. et al, J Neuroscience 37. 204-216 (2017) and TriGemX internal data. 1. Allodynia is defined as "pain due to a stimulus that does not normally provoke pain." ISDN = Isosorbide Dinitrate, CGRP = Calcitonin Gene-Related Peptide, PACAP = Pituitary Adenylate Cyclase-Activating Polypeptide ISDN-Induced Allodynia1 CGRP-Induced Allodynia1 PACAP-Induced Allodynia1 Subchronic Levcromakalim-Induced Allodynia1 Baseline We may create benchmark molecules for comparative purposes. However, we cannot be certain that any benchmark molecule that we create is the same as the molecule we are attempting to recreate, and the results of nonclinical tests comparing any such benchmark molecule to our product candidate may be different than the actual results of a head-to-head test of our product candidate against a competitor molecule. * p < 0.05 ** p < 0.01 *** p < 0.001 **** p < 0.0001
Combination Sumatriptan + Ocegepant Does Not Show Additivity Elismetrep but not Sumatriptan Showed Additivity in Combination with Olcegepant in a Rodent Migraine Model 1. Ernsten, C. et al, Cephalalgia 2020. Sub-efficacious doses tested alone or in combination in ISDN-induced rodent allodynia model Dose response studies of elismetrep, olcegepant and sumatriptan informed dose selection Lack of activity for sumatriptan + olcegepant consistent with published data1 Efficacy in this facial allodynia model is determined measuring periorbital withdrawal threshold; dotted line = average baseline periorbital threshold Combination of Elismetrep + Olcegepant Shows Additivity * p < 0.05 ** p < 0.01 *** p < 0.001 **** p < 0.0001
ELISMETREP PHASE 2B RESULTS
Elismetrep Phase 2b Study Design Key Inclusion Criteria Baseline Characteristics Total number of randomized 4311 % Female 87% Age (mean) 45.8 years Stable preventive therapy 35% Triptan resistant 31% Placebo (N=99) 2 mg (N=51) 5 mg (N=101) 10 mg (N=96) 20 mg (N=51) Visit 2 Randomization Visit 1 Screening Visit 3 End of Treatment 45 days to treat one migraine (single attack design) Up to 4 weeks 1. 431 represents the number of patients randomized. 404 took study drug (included in safety analyses) and 398 took study drug for a qualifying migraine (included in the mITT analyses) Numbers listed in the study arms represent the number of patients eligible for efficacy analysis. Key Primary and Secondary Endpoints Documented history of migraines for ≥1 year + aura (by ICHD criteria) lasting 4 to 72 hours 2-10 moderate-to-severe migraines per month No or stable prophylaxis 2-h Pain Freedom (1o)* 2-h Freedom From Most Bothersome Symptom (2o)* 2-h Pain Relief (2o) *Superiority to placebo at 2 hours on pain freedom and MBS freedom are endpoints that provide basis for approval of acute treatment of migraine in the U.S.
Phase 2b Efficacy Results Dose-Responsive and Clinically Meaningful Effects on Pain Freedom Observed at up to 8 Hours 9.1% *nominal 1-sided p <0.05 vs pbo Proportion of Subjects with Pain Freedom (All Data/LOCF Analysis) Includes studies in U.S. labels for FDA approved drugs shown Each point represents placebo-corrected response rate from a treatment arm from a specific study Bars represent non-weighted averages across studies Rizatriptan data from the Symbravo (rizatriptan+meloxicam USPI) This data is based on cross-trial comparisons and not head-to-head clinical trials; such data may not be directly comparable due to differences in study protocols, conditions, patient populations, and other factors 2-Hour PF for Other Drugs for Acute Treatment of Migraine Primary analysis=non-responder imputation (subjects with missing 2-h eDiary data are considered non-responders). All data analysis incorporates pt interview data for subjects who missed 2h eDiary entries. LOCF=last observation carried forward for subjects with missing 2-h eDiary data. 2-h results were identical for these two analyses. Graph shows All data analysis. 2-Hour Pain Freedom (PF) Primary analysis1 All Data/LOCF2 Dose 20 mg 20 mg Placebo-adjusted response rate 8.5% 10.5% 1-Sided P-value vs. Placebo 0.065 0.034* 2-h Pain Freedom *Nominal P-value Proportion of subjects with pain freedom at 2 hours 19.6% 11.5%
Phase 2b Efficacy Results Clinically Meaningful Effects on Freedom from Most Bothersome Symptom Observed at up to 8 hours 2-Hour Freedom from MBS Dose 10 mg 20 mg Placebo-adjusted response rate 7.9% 14.0% 1-Sided P-value vs. Placebo 0.1199 0.0425* *nominal 1-sided p <0.05 vs pbo 24.2% Proportion of Subjects with Freedom from Most Bothersome Symptom (MBS) * Nominal P-value Includes studies in U.S. labels for FDA approved drugs shown Each point represents placebo-corrected response rate from a treatment arm from a specific study Bars represent non-weighted averages across studies Rizatriptan data from the Symbravo (rizatriptan+meloxicam USPI) This data is based on cross-trial comparisons and not head-to-head clinical trials; such data may not be directly comparable due to differences in study protocols, conditions, patient populations, and other factors Note: MBS is prespecified by the patient before the treated attack and can be photophobia, phonophobia, or nausea. 2-Hour MBS for Other Drugs for Acute Treatment of Migraine 2-h MBS Proportion of subjects with freedom from MBS at 2 hours 38.3% 32.2%
42.4% *nominal 1-sided p <0.05 vs pbo Proportion of Subjects with Pain Relief (Secondary) Phase 2b Efficacy Results Clinically Meaningful Effects on Pain Relief Observed at up to 8 hours * Nominal P-value 2-Hour PR for Other Drugs for Acute Treatment of Migraine 2-Hour Pain Relief Dose 10 mg 20 mg Placebo-adjusted response rate 9.7% 16.4% 1-Sided P-value vs. Placebo 0.0891 0.0293* Includes studies in U.S. labels for FDA approved drugs shown Each point represents placebo-corrected response rate from a treatment arm from a specific study Bars represent non-weighted averages across studies Rizatriptan data from the Symbravo (rizatriptan+meloxicam USPI) This data is based on cross-trial comparisons and not head-to-head clinical trials; such data may not be directly comparable due to differences in study protocols, conditions, patient populations, and other factors 2-h Pain Relief Proportion of subjects with pain relief at 2 hours 58.8% 52.1%
Phase 2b Results: Generally Well Tolerated, Favorable Safety Profile for Elismetrep Treatment-Emergent Adverse Events >5% in any Group1 MedDRA Preferred Term Placebo (n=104) n (%) 2 mg (n=51) n (%) 5 mg (n=101) n (%) 10 mg (n=97) n (%) 20 mg (n=51) n (%) Paresthesia, oral 0 0 0 2 (2.1) 5 (9.8) Feeling hot 0 0 0 4 (4.1) 5 (9.8) Paresthesia 0 0 0 5 (5.2) 4 (7.8) Flushing 0 2 (3.9) 1 (1.0) 4 (4.1) 3 (5.9) Hot flush 0 0 0 1 (1.0) 4 (7.8) All AEs were mild (~70%) or moderate (~30%) at highest dose No serious adverse events were reported Mild: Asymptomatic or mild symptoms, does not interfere with routine activity Moderate: Some impact on routine activity Severe: Significant impact on or prevent routine activities 1. The majority of the reported AEs are known to be mechanism and dose related.
Elismetrep Safety Data Evaluated Across 13 Clinical Studies with ~1,000 Subjects Single and multiple dosing paradigms evaluated previously 45-90x1 vs. current Phase 3 doses, without dose limiting adverse events, toxicities to date Clinical DDI, QTc studies completed Well tolerated in 12-week Phase 2 studies in VMS, diabetic neuropathy patients; longest exposure is 64 weeks at 5 mg QD Nonclinical chronic toxicology and 2-year carcinogenicity studies completed 1. Single doses up to 900 mg (900 mg representing approximately 45-90x the 10-20 mg Phase 3 doses).
ELISMETREP PHASE 3 PROGRAM
Study # of Patients Treatment Arms Primary Endpoints Select Secondary Endpoints Start AnticipatedTopline Results P003 Pivotal 1 NCT07645924 1,950 Placebo 10 mg 20 mg 2-h Pain Freedom 2-h Freedom from Most Bothersome Symptom 2-h Pain Relief 2-48h Sustained Pain Freedom 2-h Functional Disability Jul 2026 Mid-2027 P004 Pivotal 2 NCT07816367 1,725 Placebo 10 mg 20 mg 2-h Pain Freedom 2-h Freedom from Most Bothersome Symptom 2-h Pain Relief 2-48h Sustained Pain Freedom 2-h Functional Disability Oct 2026 Early 2028 P005 Long Term Safety Study NCT07674654 1,000 10 mg 20 mg AEs, SAEs NA Aug 2026 Early 2028 Study inclusion criteria selected based on FDA guidance, nearly identical to Phase 2b P003 and P004 are single attack studies consistent with FDA guidance Subjects from P003 can roll over into P005 in which they are provided up to 12 doses/month to treat any migraine Elismetrep Phase 3 Program for Acute Treatment of Migraine
Phase 3 Studies Using Liquid-Filled Capsule (LFC) Formulation Intended to Accelerate Onset of Action / Efficacy Concentration Over Time Legend DFC 20 mg LFC 10 mg LFC 20 mg Mean Elismetrep Concentration (ng/mL) Time (hr) Formulation / Dose Relative increase in drug exposure over 0-2h (AUC0-2h) DFC / 20 mg (Used in Phase 2b) 1.0x LFC / 20mg (Used in Phase 3) 2.3x LFC / 10 mg (Used in Phase 3) 1.06x LFC formulation resulted in significantly earlier absorption than dry-filled capsule (DFC) formulation used in Phase 2b Tmax of 1 hour versus 2.5 hours at 20 mg dose AUC0-2h is 2.3x greater with LFC formulation at 20 mg dose LFC safety data were similar to DFC formulation (20 mg dose) in a Phase 1 study Exposure-response modeling predicts PK with LFC has the potential to result in ~50% and ~40% improvements in 2h PF and 2-h MBS, respectively vs DFC* Phase 1 Results Support Use of LFC Formulation in Phase 3 Key Endpoints are assessed at 2h post dose *Lauring, et al., Headache, 2026; 66 (Suppl 1) Abstract T101. Assumes increase exposure that is predicted by PK modeling will translate to increased efficacy in Phase 3 trials.
Pain Freedom in Acute Treatment of Migraine Phase 2b Trial Proportion of Responders 0.6 0.5 0.4 0.3 0.2 0.1 0.0 Pre-dose 1 2 3 4 6 8 24 48 Time (Hours) Placebo (N=99) 5 mg (N=101) Plan to develop a lower, distinct dose (vs acute treatment) for prevention of episodic migraine using a solid dosage form (not LFC) Efficacy Rationale: In the Phase 2b trial, the 5 mg dose increased the proportion of pain free subjects compared to placebo at time points > ~4 hours; with daily dosing, patients at steady state, therefore we believe the time of onset is not important Safety Rationale: In Phase 2b, the product candidate was generally well-tolerated. In a 12-week Phase 2 study in a different patient population conducted by Mitsubishi Tanabe Pharma, daily dosing at 5 mg was generally well-tolerated; some patients remained on drug for up to 64 weeks Trial in Migraine Prevention: Potential Development Program Expansion Opportunity1 1. Pending regulatory feedback.
TRANSACTION OVERVIEW
Shares and $ in millions (other than share price) Pro Forma Valuation PIPE Price Implied Share Price $10.00(1) Pro Forma Shares Outstanding 59.9 PF Equity Value $599.0 Less: PF Cash (196.2) Plus: PF Total Debt - Implied PF Enterprise Value $402.8 Sources of Funds(2) Cash Held in Trust(2) $86.7 TCGX PIPE Investment $35.0 3rd Party PIPE Investment $90.0 Rollover Equity $361.0 Total Sources of Funds $572.7 Uses of Funds(2) Rollover Equity $361.0 Estimated Transaction Fees & Expenses(3) $15.0 Cash to the Balance Sheet $196.7 Total Uses of Funds $572.7 1. $10.00 reflects the price of the PIPE issuance. 2. Assumes no shareholder redemptions. 3. Estimated fees and expenses for both TriGemX and TCGX Acquisition Corp. Terms of Transaction Pro Forma Ownership Shares % Total TCGX Shares 6,178,750 10.3% TCGX Founder Shares 2,156,250 3.6% TCGX Private Placement Shares 522,500 0.9% TCGX PIPE Investment 3,500,000 5.8% TCGX Shareholders 8,625,000 14.4% TriGemX Rollover Equity 36,100,000 60.3% 3rd Party PIPE Investment 9,000,000 15.0% Totals 59,903,750 100.0%
Key Upcoming Milestones and Timeline 2026 1H 2027 2H 2027 1H 2028 2H 2028 Current Cash: ~$111M as of October 1, 2026 1st Phase 3 Efficacy/Safety Trial: Expected Mid 2027 2nd Phase 3 Efficacy/Safety Trial: Expected Early 2028 12-Month Safety Study: Expected Early 2028 NDA Submission: Expected Mid 20281 Migraine Prevention Trial: Expected Late 2028 Anticipated Use of Proceeds Elismetrep Phase 3 program in acute treatment of migraine, clinical trial in migraine prevention, commercial prep and general operating expenses 1. Assumes positive Phase 3 trial readouts and successful pre-NDA discussions with FDA. Represents anticipated data results