On July 15, 2021 MorphoSys AG (FSE: MOR; NASDAQ: MOR) ("MorphoSys") reported the successful completion of its previously announced cash tender offer for all outstanding shares of Constellation Pharmaceuticals, Inc. (NASDAQ: CNST) ("Constellation") for $34.00 per share, net to the seller in cash, without interest and subject to any applicable withholding of taxes (Press release, MorphoSys, JUL 15, 2021, View Source [SID1234584865]). The tender offer expired at one minute after 11:59 p.m. New York City Time, on July 14, 2021.

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Approximately 42,811,957 shares of Constellation were validly tendered, and not validly withdrawn in the tender offer, representing approximately 89% of Constellation’s outstanding shares at the time of the expiration of the tender offer. In accordance with the terms of the merger agreement by and among Constellation, MorphoSys and MorphoSys Development Inc., all shares that were validly tendered and not validly withdrawn have been accepted for payment. MorphoSys will promptly complete its acquisition of Constellation through a second step merger of MorphoSys Development Inc. with and into Constellation resulting in Constellation surviving as an indirect wholly owned subsidiary of MorphoSys.

The merger is expected to close today before the start of trading on the NASDAQ market in the U.S., and Constellation shares will cease trading on The NASDAQ Global Select Market. The total equity value of the transaction is approximately $1.7 billion.

"We are pleased to welcome the Constellation team to MorphoSys. With Constellation’s high-potential product candidates, complementary R&D capabilities, and outstanding team, we can further advance our mission in the fight against cancer," said Jean-Paul Kress, M.D., Chief Executive Officer of MorphoSys. "This transformational acquisition bolsters our position in hematology-oncology and marks the beginning of an important next chapter in our company’s history."

In connection with completing its acquisition of Constellation, MorphoSys has moved forward with a long-term strategic funding partnership with Royalty Pharma plc ("Royalty Pharma"). As previously announced, Royalty Pharma has made a $1.425 billion upfront payment to MorphoSys, supporting the financing of the transaction with Constellation and development of the combined pipeline. Royalty Pharma will also provide MorphoSys with access to up to $350 million in Development Funding Bonds with the flexibility to draw over a one-year period and will make additional payments of up to $150 million to MorphoSys upon reaching clinical, regulatory and commercial milestones for otilimab, gantenerumab and pelabresib. Royalty Pharma will have the rights to receive 100% of MorphoSys’ royalties on net sales of Tremfya(R), 80% of future royalties and 100% of future milestone payments on otilimab, 60% of future royalties on gantenerumab, and 3% on future net sales of Constellation’s clinical stage assets (pelabresib and CPI-0209). With the completion of MorphoSys’ acquisition of Constellation, Royalty Pharma will invest $100 million in a cash capital increase of MorphoSys under an authorization to exclude subscription rights of existing shareholders. The new MorphoSys shares will be listed on the Frankfurt Stock Exchange.

As previously announced, MorphoSys will remain headquartered in Munich, Germany, and will maintain a significant commercial and R&D presence in Boston, Massachusetts, given the highly complementary nature of the companies’ respective R&D organizations.

MorphoSys will provide additional information regarding the combined company’s operations during the MorphoSys second quarter 2021 earnings call scheduled for July 29, 2021.

Advisors

Goldman Sachs Bank Europe SE acted as financial advisor to MorphoSys and Skadden, Arps, Slate, Meagher & Flom LLP as its legal advisor. Centerview Partners LLC acted as financial advisor to Constellation and Wachtell, Lipton, Rosen & Katz as its legal advisor.

On July 15, 2021 Adlai Nortye Ltd. (hereinafter referred to as "Adlai Nortye"), a global biopharmaceutical company focused on developing innovative oncology drugs, reported the completion of $100 million Series D financing round (Press release, Adlai Nortye Biopharma, JUL 15, 2021, asiaone.com/business/adlai-nortye-raises-100-million-series-d-financing-co-led-sdic-fund-management-and?amp [SID1234584864]). Co-led by SDIC Fund Management and Tigermed, this round of financing is participated by Legend Star, Wuxi Biologicals Healthcare Ventures, Triwise Capital, Qingdao Mukui, Guolian Industrial Investment, Tian Ge Interactive, etc. Proceeds from the financing will be used to accelerate the development of ongoing clinical and preclinical programs, expand drug portfolio through in-house R&D capability, in-licensing, mergers and acquisitions and other strategic collaborations.

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"We intend to develop differentiated and innovative oncology drugs globally to address the unmet medical needs and aspire to transform the deadly cancer into a chronic and eventually a curable disease," said Carsten Lu, President and CEO of Adlai Nortye. "This round of financing represents an important milestone for Adlai Nortye, and we are honored to continue gaining support from our prestigious new and existing investors as Adlai Nortye has demonstrated a proven track record of delivering what we promised to the market and investors in the previous rounds. We are well-positioned to advance the development of our robust therapeutics pipeline and looking forward to bringing in more and more innovative treatments benefiting patients globally."

"We have strong conviction in innovation and paying close attention to what is trending in the biopharmaceutical industry," said Dazhong Lv, Managing Director of SDIC Fund Managemengt. "Adlai Nortye’s strategic vision in global market, dedication to innovation in research and strong execution capability are what have been attracting us. We are pleased to have the opportunity to lead Adlai Nortye’s D round and look forward to the development of multiple first-in-class drugs from the company’s innovative pipeline globally and in China."

Yan Leng, partner of Legend Star added, "Adlai Nortye is quickly emerging as a leader in the field of oncology and we are delighted to have invested in Adlai Nortye and provided support for the R&D of the company’s promising pipeline. Combining innovative research and advanced clinical assets with proven management experience, Adlai Nortye has built an exciting portfolio filled with opportunities. We are excited to join such an experienced and proven management team, outstanding group of investors and top-tier pharmaceutical partners to advance the company’s pipeline products."

On July 14, 2021 BioCure Technology Inc. (CSE: CURE) ("BioCure" or the "Company") reported that it has successfully closed a non-brokered private placement (the "Private Placement") consisting of 6,706,525 Units at a price of $0.16 cents per Unit for gross proceeds of $1,073,044.00 (Press release, Biocure Technology, JUL 14, 2021, View Source [SID1234628743]).

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Each Unit is comprised of one common share (the "Shares") and one share purchase warrant (the "Warrants") of the Company, where each whole Warrant entitles the holder to purchase an additional share for a period of two years from closing, at a price of $0.21 per Warrant share (the "Warrant Shares").

The Company has also agreed to pay a finder’s fee of 8% in cash ("Finders Cash") and 8% in warrants ("Finder Warrants") for the proceeds raised by the finders ("Finders") in connection with the private placement. The Finder Warrants are on the same terms as the Purchaser Warrants. All finder fees are subject to CSE ("Exchange") approval.

The net proceeds from the non-brokered private placement are intended to be used for general working capital, research and development.

On July 14, 2021 Allarity Therapeutics A/S ("Allarity" or the "Company") reported a payment-in-kind and a debt conversion structured as a directed issue of 24,112,523 new share Units to the guarantors and to the global coordinator and bookrunner, Aalto Capital AB, of the rights issue completed on 11 June 2021 (the "Rights Issue") (Press release, Allarity Therapeutics, JUL 14, 2021, View Source [SID1234584884]).

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The fee structure and payment-in-kind to be paid in Units to guarantors was described in the prospectus published on 19 May 2021 (the "Prospectus"): each Unit in the directed issue consists of one (1) new share of nominal DKK 0.05 with one (1) warrant attached which grants the right to subscribe one (1) share of nominal DKK 0.05 share in the Company at an exercise price of SEK 1.7. New shares are subscribed against by either receiving shares as payment-in-kind or by debt conversion. The warrants are subscribed without payment. Thereby, the Units in the directed issue are similar to the TO 3 warrants, issued as a part of the Rights Issue, and they will be issued under the same short-name (ALLR TO 3).

The Company carries out the directed issue of the 24,112,523 Units based on a Board resolution from 13 July 2021, pursuant to the authorization granted by the annual general meeting on 15 April 2021.

Of the total 24,112,523 Units, 14,349,536 Units are issued to the guarantors of the Rights Issue at a price of SEK 0.85 per Unit as described in the Prospectus. The guarantors receiving the largest numbers of Units are John Faalstrom (3,529,411 Units) and Crafoord Asset Management AB (1,411,764 Units). Moreover, 9,762,987 Units are issued to Aalto Capital AB as a debt conversion of approximately SEK 8.3 million, at a price of SEK 0.85 per Unit, for various services rendered to the Company before and during the Rights Issue.

The new shares, with a nominal per share value of DKK 0.05, hold no special rights. Following the directed issue, the share capital of the Company is a total of DKK 19,339,299.70 divided into 386,785,994 shares of nominal value DKK 0.05.

In the event that all warrants in the directed issue are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase with an additional maximum of 24,112,523 shares, from 386,785,994 shares to 410,898,517 shares, and the share capital will increase with an additional maximum DKK 1,205,626 from DKK 19,339,299.70 to DKK 20,544,925.85. These projections does not take into account possible exercise of other issued warrants in series TO 2 and TO 3.

On July 14, 2021 PharmaCyte Biotech, Inc. (OTCQB: PMCBD), a biotechnology company focused on developing cellular therapies for cancer and diabetes using its signature live-cell encapsulation technology, Cell-in-a-Box, reported that the production and shipping of test materials and study plan designs for the biocompatibility studies requested by the U.S. Food and Drug Administration (FDA) have been completed (Press release, PharmaCyte Biotech, JUL 14, 2021, View Source [SID1234584883]).

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The "CypCaps" product represents a refinement of the original encapsulated cells that were successfully tested in previous clinical trials. In order to show comparability, the FDA requested that standard biocompatibility studies be performed by a Contract Research Organization (CRO) in accordance with regulatory requirements. Study plans have been finalized and the Company’s most time-consuming study has already commenced and is ongoing. These studies required the production of additional capsule material for testing, and this effort has been completed by Austrianova. Some of the material also had to be prepared and treated in accordance with the requirements of the tests. This work has also been completed and the materials, both treated and non-treated, have been shipped to and received by, the CRO.

PharmaCyte’s Chief Executive Officer, Kenneth L. Waggoner, said, "The commencement of the most rate-limiting study represents yet another major step for complying with the FDA’s requirements. As our work continues to advance to produce the required data to satisfy the FDA and move toward an open IND, our expectation is to complete the FDA’s list of requirements in the Fourth Quarter of this year.

"Additionally, as we continue our work to achieve an open IND, we have also continued our plan to make ourselves more attractive to the investment community and uplist to Nasdaq. We believe the reverse stock split, which was recently enacted, will assist the Company in pursuing additional financing activities and other strategic transactions to support the development of our product candidates. We believe this is a necessary step before the Company’s common stock can be listed on a national stock exchange like Nasdaq, which is our expectation. Nasdaq is requiring the Company to trade above $4.00 for 10 trading days before we can uplist."