Chi-Med Announces the Exercise of Underwriters’ Over-allotment Option for Public Offering of ADSs

On February 6, 2020 Hutchison China MediTech Limited ("Chi-Med") (AIM/Nasdaq: HCM) reported that the underwriters of its underwritten public offering of American Depositary Shares ("ADSs") on the Nasdaq Global Select Market, previously announced by Chi-Med on January 21, 2020 and January 23, 2020 (the "Offering"), have given notice to Chi-Med that they are exercising their over-allotment option (Press release, Hutchison China MediTech, FEB 6, 2020, https://www.chi-med.com/chi-med-announces-the-exercise-of-underwriters-over-allotment-option-for-public-offering-of-adss/ [SID1234553915]). The underwriters have elected to purchase an additional 333,663 ADSs at the Offering price of US$25.00 per ADS, raising approximately an additional US$8.3 million in gross proceeds for the Company and bringing the total gross proceeds of the Offering to approximately US$118.3 million. Closing of the over-allotment portion is expected to occur on February 10, 2020. After the closing, the total number of ADSs sold by Chi-Med in the Offering will have increased to 4,733,663.

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BofA Securities, Inc., Goldman Sachs (Asia) L.L.C. and Morgan Stanley & Co. LLC (in alphabetical order) are acting as joint global coordinators and joint bookrunners for the Offering. Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. are acting as joint bookrunners, and Canaccord Genuity LLC, CLSA Limited and Panmure Gordon (UK) Limited are acting as co-managers.

Bristol-Myers Squibb Reports Fourth Quarter and Full Year Financial Results for 2019

On February 6, 2020 -Bristol-Myers Squibb Company (NYSE:BMY) reported results for the fourth quarter and full year of 2019, which highlight continued strong sales and robust operating performance, along with the ongoing advancement of the company’s pipeline (Press release, Bristol-Myers Squibb, FEB 6, 2020, View Source [SID1234553914]).

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"By all measures, 2019 was a transformative year for Bristol-Myers Squibb as we progressed our strategy through the acquisition of Celgene, delivered strong operational and financial performance, and continued to drive important science for patients," said Giovanni Caforio, M.D., chairman and chief executive officer, Bristol-Myers Squibb. "With an expanded portfolio of high-performing brands, eight potential commercial launch opportunities, a deep and broad early pipeline, and the financial flexibility to continue to invest in innovation, the company enters 2020 uniquely positioned to transform patients’ lives through science and create long-term sustainable growth."

Fourth Quarter

$ amounts in millions, except per share amounts

*Includes Celgene results from November 20, 2019 through December 31, 2019.

FOURTH QUARTER FINANCIAL RESULTS

All comparisons are made versus the same period in 2018 unless otherwise stated.

Bristol-Myers Squibb posted fourth quarter revenues of $7.9 billion, an increase of 33%, primarily due to the Celgene acquisition (closed on November 20, 2019). Revenues increased 34% when adjusted for foreign exchange impact.
U.S. revenues increased 42% to $4.8 billion in the quarter. International revenues increased 21% to $3.2 billion in the quarter. When adjusted for foreign exchange impact, international revenues increased 23%.
Gross margin as a percentage of revenue decreased from 72.0% to 68.6% in the quarter primarily due to unwinding of inventory purchase price accounting adjustments, partially offset by product mix.
Marketing, selling and administrative expenses increased 30% to $1.7 billion in the quarter primarily due to $400 million costs associated with the Celgene acquisition.
Research and development expenses increased 52% to $2.1 billion in the quarter primarily due $500 million related to the Celgene acquisition.
Amortization of acquired intangible assets was $1.1 billion in the quarter primarily due to the Celgene acquisition.
Income taxes were $931 million despite pre-tax loss of $129 million in the current quarter primarily due to the Otezla (apremilast) divestiture, certain non-deductible expenses and purchase price adjustments. The effective tax rate was 23.1% in the same period a year ago.
The company reported net loss attributable to Bristol-Myers Squibb of $1.1 billion, or $0.55 per share, in the fourth quarter, compared to net earnings of $1.2 billion, or $0.71 per share, for the same period a year ago. The results in the current quarter include costs and expenses resulting from purchase price accounting, contingent value right fair value adjustments and other acquisition and integration expenses.
The company reported non-GAAP net earnings attributable to Bristol-Myers Squibb of $2.4 billion, or $1.22 per share, in the fourth quarter, compared to net earnings of $1.5 billion, or $0.94 per share, for the same period a year ago. A discussion of the non-GAAP financial measures is included under the "Use of Non-GAAP Financial Information" section.
Cash, cash equivalents and marketable debt securities were $16.2 billion and debt was $46.7 billion as of December 31, 2019.
ACQUISITION OF CELGENE CORPORATION

In November, the company announced the completion of its acquisition of Celgene Corporation following the receipt of regulatory approval from all government authorities required by the merger agreement. (link)
As announced in August 2019, in connection with the regulatory approval process of the acquisition of Celgene, Celgene entered into an agreement to divest the global rights to Otezla to Amgen Inc. for $13.4 billion in cash. On November 21, 2019, the Otezla divestiture was completed.
Otezla is a trademark of Amgen Inc.

FOURTH QUARTER PRODUCT AND PIPELINE UPDATE

Product Revenue Highlights

Global product revenue increases in the fourth quarter of 2019, as compared to the fourth quarter of 2018, drove revenue increases.

Product

Quarter Ended
December 31, 2019

* Represents product revenues for Celgene products only from November 20, 2019, which was the date of the closing of the acquisition, through December 31, 2019. See "Worldwide Product Revenue," which is available on bms.com/investors, for information on the revenue for these products and other products of the company and Celgene presented on a quarterly basis for 2018 and 2019.

Oncology

Opdivo

Regulatory

In January, the company announced that the U.S. Food and Drug Administration (U.S. FDA) has accepted for priority review its supplemental Biologics License Application (sBLA) for Opdivo plus Yervoy for the first-line treatment of patients with metastatic or recurrent NSCLC with no EGFR or ALK genomic tumor aberrations with an FDA action date of May 15, 2020.
In January, the company announced that it has withdrawn its European application for Opdivo (nivolumab) plus Yervoy (ipilimumab) for the first-line treatment of advanced non-small cell lung cancer (NSCLC).
In November, the company announced that the U.S. FDA accepted its sBLA and granted Breakthrough Therapy Designation for Opdivo plus Yervoy for the treatment of patients with advanced hepatocellular carcinoma (HCC) previously treated with sorafenib with an FDA action date of March 10, 2020.
Clinical

In November, the company announced results from CheckMate -915, a randomized Phase 3 study evaluating Opdivo plus Yervoy versus Opdivo alone for the adjuvant treatment of patients who have had a complete surgical removal of stage IIIb/c/d or stage IV (no evidence of disease) melanoma. The study did not meet one of its co-primary endpoints of recurrence-free survival (RFS) in patients whose tumors expressed PD-L1 <1%. The study will continue to assess the other co-primary endpoint of RFS in the intent-to-treat population. (link)
Cardiovascular

Eliquis

Clinical

In November, the company and its alliance partner Pfizer announced the initiation of a new randomized, controlled study, GUARD-AF (ReducinG stroke by screening for UndiAgnosed atRial fibrillation in elderly inDividuals). (link)
Immunology

Orencia

Regulatory

In December, the company announced that the U.S. FDA granted Breakthrough Therapy Designation for Orencia (abatacept) for the prevention of moderate to severe acute graft-versus-host disease in hematopoietic stem cell transplants from unrelated donors.
Clinical

In November, at the 2019 American College of Rheumatology and Association of Rheumatology Professionals Annual Meeting, the company announced new data from the randomized Phase IIIb Assessing Very Early Rheumatoid arthritis Treatment (AVERT)-2 trial exploring de-escalation of therapy in early, seropositive rheumatoid arthritis patients who achieved sustained Simplified Disease Activity Index remission following induction with Orencia and methotrexate. (link)
Hematology

Conferences

In December, at the 2019 American Society of Hematology (ASH) (Free ASH Whitepaper) Annual Meeting, the company announced important new data and analysis from its hematology portfolio:

QUAZAR AML-001: a study evaluating investigational agent CC-486 as maintenance therapy in a broad population of patients with front-line, newly diagnosed acute myeloid leukemia who have achieved complete remission with intensive induction chemotherapy. (link)
TRANSCEND NHL 001: an evaluation of lisocabtagene maraleucel (liso-cel) in patients with in relapsed/refractory large B-cell lymphomas. (link)
TRANSCEND CLL 004: a study evaluating liso-cel in relapsed or refractory chronic lymphocytic leukemia or small lymphocytic lymphoma. (link)
PILOT: a study evaluating liso-cel in second-line patients with relapsed or refractory large B-cell non-Hodgkin’s lymphoma patients who were ineligible for high-dose chemotherapy and hematopoietic stem cell transplant. (link)
An analysis of patients with relapsed/refractory large B-cell non-Hodgkin lymphoma who received liso-cel in the outpatient setting across three studies. (link)
The following data were also presented at the ASH (Free ASH Whitepaper) Annual Meeting by the company and its partners:

The company and its partner Acceleron Pharma Inc. presented data evaluating Reblozyl in patients with anemia associated with a range of serious and rare blood diseases. Data included the initial results from a Phase 2 study in myelofibrosis-associated anemia, and long-term results from two pivotal Phase 3 studies—the MEDALIST study in adult patients with anemia associated with very low to intermediate-risk myelodysplastic syndromes (MDS) who have ring sideroblasts and require red blood cell (RBC) transfusions, and the BELIEVE study in adult patients with anemia associated with beta thalassemia who require regular RBC transfusions. (link)
The company and its partner bluebird bio, Inc. presented updated safety and efficacy results from the ongoing Phase 1 study, CRB-402, evaluating bb21217, an investigational BCMA-targeted chimeric antigen receptor (CAR) T cell therapy being studied in patients with relapsed/refractory multiple myeloma. (link)
The company and its alliance partner Pfizer announced results from retrospective real-world data analyses reporting outcomes on the safety and effectiveness of Eliquis (apixaban) compared to low molecular weight heparin or warfarin for the treatment of venous thromboembolism in patients with active cancer. (link )
Revlimid

Regulatory

In December, the company announced that the European Commission approved a new indication for Revlimid (lenalidomide), in combination with rituximab, for the treatment of adult patients with previously treated follicular lymphoma.
Reblozyl

Regulatory

In November, Celgene and partner Acceleron Pharma Inc. announced the FDA approved Reblozyl for the treatment of anemia in adult patients with beta thalassemia who require regular red blood cell transfusions. The company is also seeking approval of Reblozyl for the treatment of anemia in adult patients with very low- to intermediate-risk myelodysplastic syndromes (MDS) who have ring sideroblasts and require red blood cell (RBC) transfusions and has an FDA action date of April 4, 2020.
Clinical

In January, the company and its partner Acceleron Pharma Inc. announced that the New England Journal of Medicine published results from MEDALIST, the pivotal Phase 3 study evaluating the use of Reblozyl to treat anemia in patients with very low- to intermediate-risk MDS who have ring sideroblasts and require RBC transfusions, and who had failed, were intolerant to, or ineligible for/unlikely to respond to treatment with erythropoiesis-stimulating agents. (link)
ide-cel

Clinical

In December, the company and its partner bluebird bio, Inc. announced that KarMMa, a pivotal, open-label, single arm, multicenter, Phase 2 study evaluating ide-cel (bb2121) in patients with R/RMM, met its primary endpoint and key secondary endpoint. (link)
liso-cel

Regulatory

In December, the company announced the submission of its Biologics License Application (BLA) to the U.S. FDA for liso-cel, its autologous anti-CD19 CAR T-cell immunotherapy for the treatment of adult patients with relapsed or refractory large B-cell lymphoma after at least two prior therapies.
BUSINESS DEVELOPMENT UPDATE

In February, the company and its partner BioMotiv announced the launch of Anteros Pharmaceuticals, a biotechnology company focused on developing a new class of drugs for fibrotic and other inflammatory diseases, as part of its strategic partnership agreement.
In January, the company and its partner Nektar Therapeutics announced that the companies amended the strategic collaboration agreement for bempegaldesleukin plus Opdivo.
In January, the company announced that it completed the divestiture of its oral solid, biologics, and sterile product manufacturing and packaging facility in Anagni, Italy, to Catalent Inc.
CAPITAL ALLOCATION

Bristol-Myers Squibb maintains a balanced approach to capital allocation focused on future business development and sourcing external innovation as a priority, de-leveraging in the near term to maintain strong investment grade credit ratings and less than 1.5x debt/EBITDA by 2023, planning for annual dividend increases, subject to board approval, and disciplined share repurchases.

In that context, the company reported its board of directors approved an increase of $5 billion to the share repurchase authorization for the company’s common stock. This is incremental to the current share repurchase program announced in October 2016 under which the company has approximately $1 billion remaining and increases the company’s total outstanding share repurchase authorization under the company’s share repurchase program to approximately $6 billion.

The specific timing and number of shares repurchased will be determined by the company’s management at its discretion and will vary based on market conditions, securities law limitations and other factors. The share repurchase program does not obligate the company to repurchase any specific number of shares, does not have a specific expiration date and may be suspended or discontinued at any time. The repurchases may be effected through a combination of one or more open market repurchases, privately negotiated transactions, transactions structured through investment banking institutions and other derivative transactions.

FINANCIAL GUIDANCE

Bristol-Myers Squibb is providing 2020 GAAP EPS guidance range of $0.75 to $0.95 and non-GAAP EPS guidance range of $6.00 to $6.20. In addition, the company is providing for 2021, a non-GAAP EPS guidance range of $7.15 to $7.45. Both GAAP and non-GAAP guidance for 2020 and non-GAAP guidance for 2021 includes the impact of the Celgene acquisition and the Otezla divestiture and assume current exchange rates. Key 2020 GAAP and non-GAAP line-item guidance assumptions are:

The financial guidance excludes the impact of any potential future strategic acquisitions and divestitures and any specified items that have not yet been identified and quantified. The 2020 and 2021 non-GAAP EPS guidance further excludes other specified items as discussed under "Use of Non-GAAP Financial Information." A reconciliation of non-GAAP financial measures to the most comparable GAAP measure and the reasons why management believes the use of these measures is important are provided in supplemental materials available on the company’s website. For 2021 non-GAAP EPS guidance, there is no reliable or reasonably estimable comparable GAAP measure as discussed below. The financial guidance is subject to risks and uncertainties applicable to all forward-looking statements as described elsewhere in this press release.

Company and Conference Call Information

Bristol-Myers Squibb is a global biopharmaceutical company whose mission is to discover, develop and deliver innovative medicines that help patients prevail over serious diseases. For more information about Bristol-Myers Squibb, visit us at BMS.com or follow us on LinkedIn, Twitter, YouTube, Facebook, and Instagram.

There will be a conference call on February 6 at 8:30 a.m. ET during which company executives will review financial information and address inquiries from investors and analysts. Investors and the general public are invited to listen to a live webcast of the call at View Source or by calling the U.S. toll free 888-204-4368 or international 786-789-4797, confirmation code: 5605395. Materials related to the call will be available at the same website prior to the conference call. A replay of the call will be available beginning at 11:45 a.m. ET on February 6, 2019 through 11:45 a.m. ET on February 20, 2020. The replay will also be available through View Source or by calling the U.S. toll free 888-203-1112 or international 719-457-0820, confirmation code: 5605395.

Use of Non-GAAP Financial Information

This earnings release contains non-GAAP financial measures, including non-GAAP earnings and related EPS information that are adjusted to exclude certain costs, expenses, gains and losses and other specified items that are evaluated on an individual basis. Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures are available on the company’s website at www.bms.com .

These non-GAAP items are adjusted after considering their quantitative and qualitative aspects and typically have one or more of the following characteristics, such as being highly variable, difficult to project, unusual in nature, significant to the results of a particular period or not indicative of future operating results. Similar charges or gains were recognized in prior periods and will likely reoccur in future periods, including amortization of acquired intangible assets beginning in the fourth quarter of 2019, including product rights that generate a significant portion of our ongoing revenue, unwind of inventory fair value adjustments, acquisition and integration expenses, restructuring costs, accelerated depreciation and impairment of property, plant and equipment and intangible assets, R&D charges or other income resulting from up-front or contingent milestone payments in connection with the acquisition or licensing of third-party intellectual property rights, costs of acquiring a priority review voucher, divestiture gains or losses, stock compensation resulting from accelerated vesting of Celgene awards, certain retention-related compensation charges related to the Celgene acquisition, pension, legal and other contractual settlement charges, interest expense on the notes issued in May 2019 prior to our acquisition of Celgene and interest income earned on the net proceeds of those notes and amortization of fair value adjustments of debt assumed from Celgene, among other items. Deferred and current income taxes attributed to these items are also adjusted for considering their individual impact to the overall tax expense, deductibility and jurisdictional tax rates. This earnings release also provides international revenues excluding the impact of foreign exchange.

Non-GAAP information is intended to portray the results of the company’s baseline performance, supplement or enhance management, analysts and investors overall understanding of the company’s underlying financial performance and facilitate comparisons among current, past and future periods. For example, non-GAAP earnings and EPS information is an indication of the company’s baseline performance before items that are considered by us to not be reflective of the company’s ongoing results. In addition, this information is among the primary indicators that we use as a basis for evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting for future periods. This information is not intended to be considered in isolation or as a substitute for net earnings or diluted EPS prepared in accordance with GAAP and may not be the same as or comparable to similarly titled measures presented by other companies due to possible differences in method and in the items being adjusted. We encourage investors to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Amortization of acquired intangible assets were previously included in non-GAAP earnings and EPS information. These amounts have become significant to the financial results subsequent to the Celgene acquisition and as a result, have been excluded in the non-GAAP results to better reflect our core operating performance. Comparable prior period non-GAAP results have not been revised to include this adjustment as the related amounts were insignificant ($97 million in 2018).

In connection with presenting our outlook, we are also providing non-GAAP EPS guidance for 2021. There is no reliable or reasonably estimable comparable GAAP measure for this because we are not able to reliably predict the impact of specified items beyond the next twelve months. As a result, the reconciliation of this non-GAAP measure to the most directly comparable GAAP measure is not available without unreasonable effort. In addition, the company believes such a reconciliation would imply a degree of precision and certainty that could be confusing to investors. The variability of the specified items may have a significant and unpredictable impact on our future GAAP results.

Website Information

We routinely post important information for investors on our website, BMS.com, in the "Investors" section. We may use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. We may also use social media channels to communicate with our investors and the public about our company, our products and other matters, and those communications could be deemed to be material information. The information contained on, or that may be accessed through, our website or social media channels are not incorporated by reference into, and are not a part of, this document.

SIRION Biotech Licenses Adenovirus Technology to Danish Startup, Hervolution for its Novel Immunotherapy Design Targeting Endogenous Retrovirus (ERV)

On February 5, 2020 SIRION Biotech GmbH ("SIRION"), a world leader in viral vector-based gene delivery technologies for gene and cell therapy, and Hervolution Aps ("Hervolution"), a Danish start up supported by Novo Nordisk Foundation’s BioInnovation Institute (BII), reported a broad licensing agreement which includes coverage of SIRION’s adenovirus technologies to cancer vaccines encoding Endogenous Retrovirus (ERV)-derived antigens for active immunotherapy (Press release, SIRION Biotech, FEB 5, 2020, View Source [SID1234637209]). In addition, the companies have agreed to the assignment of ownership rights in a patent application for an adenoviral vector capable of encoding a virus-like particle (VLP), which displays an inactive immune-suppressive domain (ISD). This vaccine shows an improved immune response from either or both of the response pathways initiated by CD4 T cells or CD8 T cells. SIRION and Hervolution have been collaborating for over five years in the fields of HPV vaccine development and ERVs.

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Hervolution is an immunotherapy company that is applying adenovirus technologies both for cloning large nucleic acids and increasing the yield of replication-incompetent adenoviruses. The goal is to develop the world’s first adaptive immune therapy capable of targeting immunosuppressive genes of ancient retroviruses that normally are dormant in the human genome. The retroviral genes are reactivated in cancer and essential for tumor development. Hervolution’s proprietary combination of novel technologies is designed to break tolerance to this unique antigen family, thus providing broad anti-cancer efficacy.

As part of this agreement, SIRION Biotech will receive shares of Hervolution Aps, as well as representation on their Board of Directors. The parties have also agreed on milestones and royalties should Hervolution’s developments pass clinical development hurdles.

"This innovative cancer vaccine approach holds great promise, and our adenovirus was initially developed for such a vaccination. We congratulate Hervolution as they prepare to enter clinical development with the support of the BII," said Dr. Christian Thirion, Chief Executive Officer of SIRION.

Peter J. Holst, Ph.D., Interim CEO and CSO of Hervolution, is a former Associate Professor at the University of Copenhagen with long-standing experience in immunology, having made pivotal discoveries in the field. "Hervolution’s proprietary combination of novel technologies is designed to break tolerance to this unique antigen family, thus providing broad anti-cancer efficacy. SIRION has been a creative, loyal and responsive partner over the years, and their adenovirus technology is ideally suited to our needs."

Curis and Aurigene Announce Amendment of Collaboration for the Development and Commercialization of CA-170

On February 5, 2020 Curis, Inc. (NASDAQ: CRIS), a biotechnology company focused on the development of innovative therapeutics for the treatment of cancer, reported that it has entered into an amendment of its collaboration, license and option agreement with Aurigene Discovery Technologies, Ltd. (Aurigene) (Press release, Aurigene Discovery, FEB 5, 2020, View Source [SID1234554540]). Under the terms of the amended agreement, Aurigene will fund and conduct a Phase 2b/3 randomized study evaluating CA-170, an orally available, dual
inhibitor of VISTA and PDL1, in combination with chemoradiation, in approximately 240 patients with nonsquamous
non-small cell lung cancer (nsNSCLC). In turn, Aurigene receives rights to develop and commercialize CA-170 in Asia, in addition to its existing rights in India and Russia, based on the terms of the original agreement. Curis retains U.S., E.U., and rest of world rights to CA-170, and is entitled to receive royalty payments on potential future sales of CA-170 in Asia.

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In 2019, Aurigene presented clinical data from a Phase 2a basket study of CA-170 in patients with multiple tumor types, including those with nsNSCLC. In the study, CA-170 demonstrated promising signs of safety and efficacy in nsNSCLC patients compared to various anti-PD-1/PD-L1 antibodies.

"We are pleased to announce this amendment which leverages our partner Aurigene’s expertise and resources to support the clinical advancement of CA-170, as well as maintain our rights to CA-170 outside of Asia," said James Dentzer, President and Chief Executive Officer of Curis. "Phase 2a data presented at the European Society for Medical Oncology (ESMO) (Free ESMO Whitepaper) conference last fall supported the potential for CA-170 to serve as a therapeutic option for patients with nsNSCLC. We look forward to working with our partner Aurigene to further explore this opportunity."

"Despite recent advancements, patients with localized unresectable NSCLC struggle with high rates of recurrence and need for expensive intravenous biologics. The CA-170 data presented at ESMO (Free ESMO Whitepaper) 2019 from Aurigene’s Phase 2 ASIAD trial showed encouraging results in Clinical Benefit Rate and Prolonged PFS and support its potential to provide clinically meaningful benefit to Stage III and IVa nsNSCLC patients, in combination with chemoradiation and as oral maintenance" said Kumar Prabhash, MD, Professor of Medical Oncology at Tata Memorial Hospital, Mumbai, India.

Murali Ramachandra, PhD, Chief Executive Officer of Aurigene, commented, "Development of CA-170, with its unique dual inhibition of PD-L1 and VISTA, is the result of years of hard-work and commitment by many people, including the patients who participated in the trials, caregivers and physicians, along with the talented teams at Aurigene and Curis. We look forward to further developing CA-170 in nsNSCLC."

Entry into a Material Definitive Agreement

On February 5, 2020, Adhera Therapeutics, Inc. (the "Company") reported that it has entered into a Securities Purchase Agreement with the investor parties thereto (collectively, the "Investors") pursuant to which the Investors agreed to purchase: (i) original issue discount unsecured Convertible Promissory Notes (the "Notes"), issued at a 10% original issue discount, for a total purchase price of $499,950, and (ii) warrants to purchase up to such number of shares of the common stock of the Company ("Common Stock") as is equal to the product obtained by multiplying 1.75 by the quotient obtained by dividing (A) the principal amount of the Notes by (B) the then applicable conversion price of the Notes (the "Warrants"; and the foregoing offering of securities being referred to as the "Offering") (Filing, 8-K, Adhera Therapeutics, FEB 5, 2020, View Source [SID1234554158]).

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The Company, which terminated its business operations and associated personnel in December 2019 as described in the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on December 17, 2019, intends to use the proceeds of the Offering to continue its efforts to restructure the Company and to identify potential strategic transactions to enhance the value of the Company and its assets as such opportunities arise.

Pursuant to the Notes, the Company promises to pay the principal sum of the Notes to the respective Investor, or its permitted assigns (the "Holder"), on the date that is the six (6) month anniversary of the original issue date, or August 5, 2020 (the "Maturity Date"), or such earlier date as the Note is required or permitted to be repaid as provided thereunder, and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of the Note in accordance with the provisions thereof. Interest shall accrue to the Holders on the aggregate unconverted and then outstanding principal amount of the Notes at the rate of 10% per annum, calculated on the basis of a 360-day year and shall accrue daily commencing on the original issue date until payment in full of the outstanding principal (or conversion to the extent applicable), together with all accrued and unpaid interest, liquidated damages and other amounts which may become due thereunder, has been made.

On or after May 5, 2020 until the Notes are no longer outstanding, the Notes shall be convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the noteholder. The conversion price shall be the lower of: (i) $0.50 per share of Common Stock and (ii) 70% of the volume weighted average price of the Common Stock on the trading market on which the Common Stock is then listed or quoted for trading for the prior ten (10) trading days (as adjusted for stock splits, stock combinations and similar events); provided, that if the Notes are not prepaid on or before May 5, 2020, then the conversion price shall be the lower of (x) 60% of the conversion price as calculated above or (y) $0.05 (as adjusted for stock splits, stock combinations and similar events). The conversion price of the Notes shall also be adjusted as a result of subsequent equity sales by the Company, with customary exceptions.

The exercise price of the Warrants shall be equal to the conversion price of the Notes, provided, that on the date that the Notes are no longer outstanding, the exercise price shall be fixed at the conversion price of the Notes on such date, with the exercise price of the Warrants thereafter (and the number of shares of Common Stock issuable upon the exercise thereof) being subject to adjustment as set forth in the Warrants.

Maxim Group LLC ("Maxim") served as placement agent in connection with the Offering. The Company intends to pay a placement fee to Maxim equal to 10% of the aggregate gross proceeds raised in the Offering.