Xynomic Pharmaceuticals, Inc entered into a non-binding letter of intent to acquire Bison Capital Acquisition Corp. (NasdaqCM:BCAC) in a reverse merger transaction on May 7, 2018. Xynomic Pharmaceuticals, Inc signed a definitive merger agreement to acquire Bison Capital Acquisition Corp. in a reverse merger transaction on September 12, 2018. Under the terms of the merger agreement, BCAC will issue shares as consideration shares at a value of $10.15 per share subject to certain adjustments as provided in the merger agreement. Earnout consideration of an additional approximately $100 million in BCAC shares (9.85 million shares) subject to Xynomic achieving certain milestones as set forth in the merger agreement. 3% of the initial BCAC shares payable to Xynomic shareholders in the merger and 3% of the earnout shares, when payable, will be held in escrow for a period of 18 months following the closing to serve as security for and the exclusive source of payment of BCAC’s indemnity rights under the merger agreement and any excess of the estimated closing merger consideration over the final closing merger consideration amount determined post-closing. At the Closing, each outstanding Xynomic option (whether vested or unvested) shall be assumed by the combined entity and automatically converted into an option to purchase BCAC common shares. In accordance with the Merger Agreement, it is expected that there will be in aggregate 1.9 million BCAC common shares underlying the Assumed Options subject to vesting schedule of each. At the effective time of the merger, existing common and preferred shareholders of Xynomic will receive shares of common stock of BCAC. As on February 11, 2019, Xynomic Pharmaceuticals amended the merger agreement. Upon completion, Xynomic will become a wholly-owned subsidiary and the operating business of BCAC and BCAC will change its name to Xynomic Pharmaceuticals Holdings, Inc and Xynomic continuing as the surviving company. Upon and immediately following the consummation of the merger, assuming that there is no adjustment to the closing consideration and no exercise of redemption rights by BCAC’s public shareholders, it is anticipated that, without the earnout shares, the shareholders of Xynomic prior to the closing will collectively own approximately 80% of outstanding common stock of the combined entity, and BCAC’s existing shareholders will retain approximately 20% ownership interest in the combined entity. BCAC will re-domesticate from the British Virgin Islands to Delaware prior to the merger. Xynomic will be required to reimburse up to a maximum of $0.5 million for its transaction-related expenses and also be obligated to pay $4.5 million as termination fee if the merger agreement is terminated. BCAC will be required to reimburse up to a maximum of $0.5 million for its transaction-related expenses to Xynomic. The Board of Directors of BCAC at closing will consist of nine Directors one of which will be a current Director of BCAC, three of which will be current Directors of Xynomic and two of which will be independent Directors mutually agreed upon by BCAC and Xynomic, in addition to the current three independent Directors of BCAC. If the Business Combination is consummated, board of directors of Bison will consist of Yinglin Mark Xu, Chairman, Chief Executive Officer, and President of Xynomic, Tingzhi Qian, Director of Xynomic), James Jiayuan Tong, Chief Executive Officer and a Director of Bison, three incumbent independent directors of Bison, namely, Charles Prizzi, Thomas Folinsbee, and Richard Wu, and Adam Inglis, an independent director. Peixin Xu will resign from Bison’s board of directors upon the Closing. As on April 4, 2019, it is anticipated that the board of directors of Bison will increase to seven directors. The executives of Xynomic are expected to remain as executives of the combined company. BCAC and Xynomic also agreed that the executive officers of the BCAC at the effective time will consist of one officer nominated by BCAC, two officers nominated by Xynomic and one officer mutually agreed upon by BCAC and Xynomic. The transaction is subject to the approval of the merger by BCAC’s existing shareholders, the approval for listing on Nasdaq (subject to official notice of issuance) of the shares of the BCAC’s common stock to be issued in connection with the merger, execution of escrow, lock-up and registration rights agreement, antitrust approval, resignation of BCAC's Directors, BCAC having at least $7.5 million of net tangible assets remaining at the closing, BCAC having obtained an opinion of Sidley Austin LLP (or another nationally recognized law firm proposed by Xynomic that is reasonably acceptable to the BCAC), dated as of the Effective Time and in form and substance reasonably satisfactory to Xynomic, to the effect that, on the basis of facts, representations, and assumptions set forth or referred to in such opinion, the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, which opinion will be subject to customary exceptions, assumptions, and qualifications and completion of the domestication. The transaction was unanimously approved by the Boards of Directors of Xynomic and BCAC and by the special committee of BCAC on September 12, 2018 and recommended to the shareholders of BCAC that transaction is fair and reasonable. The transaction was approved by the shareholders of Xynomic. As of April 29, 2019, Bison Capital announces date of Special Meeting of Shareholders to Approve Business Combination with Xynomic Pharmaceuticals, Inc. to be held on May 14, 2019. On May 14, 2019, the transaction was approved by the shareholders of Bison Capital. The transaction is expected to be completed by March 23, 2019. As of February 22, 2019, the transaction's expected closing was extended to June 24, 2019 from March 23, 2019. On April 2, 2019, the parties further amended the Merger Agreement to adopt an amendment to the proposed Amended and Restated Charter, namely Certificate of Incorporation of Xynomic Pharmaceuticals Holdings, Inc., the combined entity following the merger, to clarify that its exclusive forum provision does not apply to actions arising under the Securities Act, the Exchange Act or rules and regulations thereunder. EarlyBirdCapital, Inc. and Venture Valuation AG acted as financial advisors to Bison Capital Acquisition Corp and Cassel Salpeter & Co., LLC acted as financial advisor to the special committee of Bison Capital Acquisition Corp's Board of Directors. Arila Er Zhou of Hunter Taubman Fischer & Li LLC and Michael Killourhy and David Mathews from Ogier Group L.P acted as legal advisors to Bison Capital Acquisition Corp. A team led by Wenseng “Wendy” Pan of Sidley Austin LLP acted as legal advisor to Xynomic. Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as transfer agent while Karen Smith of Advantage Proxy, Inc. acted as proxy solicitor to Bison Capital Acquisition Corp and will be paid a fee of $7,500 for its services. Cassel Salpeter received a fee of $0.1 million for rendering its opinion. Bison Capital Acquisition Corp. shall pay EarlyBirdCapital for its services, upon the closing of transaction, a cash fee equal to 1% of the total consideration. Alston & Bird LLP acted as legal advisor to Cassel Salpeter & Co., LLC. Marcum LLP acted as auditor to Bison Capital Acquisition Corp. Bison Capital Acquisition will pay a total of $1.8 million in fees to its financial advisors and for banking fee payable to the underwriters and an estimate of $0.6 million in legal fees. Xynomic Pharmaceuticals, Inc completed the acquisition of Bison Capital Acquisition Corp. (NasdaqCM:BCAC) in a reverse merger transaction on May 15, 2019.