Termination of a Material Definitive Agreement

On June 16, 2021, Anixa Biosciences, Inc. (the "Company") delivered notice to B. Riley FBR, Inc. (the "B. Riley FBR") terminating the At-the-Market Issuance Sales Agreement, dated June 21, 2019 (the "Agreement"), with B. Riley FBR effective as of June 21, 2021(Press release, Anixa Biosciences, JUN 16, 2021, View Source [SID1234584052]). The Agreement provided for the Company to offer and sell shares of the Company’s common stock from time to time in an at-the-market equity program through B. Riley FBR, as sales agent.

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MorphoSys Commences Cash Tender Offer for All Outstanding Shares of Constellation Pharmaceuticals

On June 16, 2021 MorphoSys AG (FSE: MOR; NASDAQ: MOR) ("MorphoSys") reported that it is commencing a cash tender offer to purchase 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, JUN 16, 2021, View Source [SID1234584053]). The tender offer is being made pursuant to the previously announced merger agreement, dated June 2, 2021 between MorphoSys and Constellation.

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The tender offer is scheduled to expire at one minute past 11:59 p.m. New York City Time, on July 14, 2021, unless extended or earlier terminated, in each case in accordance with the terms of the merger agreement. The tender offer is subject to various conditions including a minimum tender of at least a majority of outstanding Constellation shares, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary conditions. The transaction is expected to close in the third quarter of 2021, as previously announced.

MorphoSys filed today with the U.S. Securities and Exchange Commission (the "Commission") a tender offer statement on Schedule TO, including an Offer to Purchase and related Letter of Transmittal, which includes the terms of the tender offer. Additionally, Constellation filed a Schedule 14D-9 with the Commission containing the recommendation of its Board of Directors that Constellation shareholders tender their shares into the tender offer. The Schedule TO, Schedule 14D-9, Letter of Transmittal and other tender offer documents can be obtained free of charge at the website maintained by the Commission at www.sec.gov or by contacting the information agent for the tender offer, Innisfree M&A Incorporated as described in the tender offer documents.

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.

KAHR Announces $46.5 Million Financing to Advance its Multifunctional Immunotherapeutic Pipeline

KAHR, a cancer immunotherapy company developing novel multifunctional immuno-recruitment proteins, reported the first closing of an investment round raising $46.5 million (Press release, KAHR Medical, JUN 16, 2021, View Source [SID1234584051]). The financing was led by aMoon with participation from new investors BVF Partners LP, DAFNA Capital Management LLC, Peregrine Ventures, Shavit Capital and the Cancer Focus Fund. Existing investors also participated in this financing, including Flerie Invest AB, Oriella Limited (CBG, chaired by Vincent Tchenguiz), Pavilion Capital, Hadasit Bio Holdings Ltd (HBL) and Mirae Asset.

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Proceeds from the financing will be used to advance clinical development of the Company’s lead product candidate, DSP107, a first-in-class CD47x41BB targeting fusion protein for the treatment of solid and blood cancers, through multiple Phase 1/2 studies as well as the development of its preclinical pipeline including DSP502, a TIGITxPD1 fusion protein, and DSP216, a LILRB2xSIRPa fusion protein, through IND-enabling studies.

"The successful financing round of this respected syndicate of investors is a testament to our breakthrough technology platforms and promising next-generation multifunctional, immunotherapeutic pipeline," said Yaron Pereg, Ph.D., Chief Executive Officer of KAHR. "Cancer treatment is challenging in that cancer cells continuously change and develop resistance to existing treatments. Another notable hurdle is the ability of cancer cells to evade recognition and elimination by the body’s own immune system. Our novel, multi-pronged product candidates are specifically designed to address these challenges by unmasking cancer cells for immune recognition, and at the same time, providing signals to effectively trigger a targeted synergistic activation of anticancer immunity."

"Our unique approach positions us in the forefront of cancer immunotherapy, and through this financing we can continue to advance our clinical asset and accelerate our preclinical projects into clinical development across multiple cancer indications for the benefit of patients who are non-responsive or refractory to existing immunotherapies," added Dr. Pereg.

Gur Roshwalb, MD, Partner, aMoon, said, "KAHR’s multifunctional immunotherapeutic platform has enormous potential to address unmet needs in immuno-oncology. We are particularly excited about KAHR’s differentiated first-in-class CD47x41BB targeting compound, which potentially harnesses both the innate and adaptive immune systems to target solid and hematologic tumors."

KAHR develops smart immune-recruitment cancer drugs that activate a targeted immune response by converting cancer camouflage into beacons for the immune system to attack. The Company’s lead product candidate, DSP107 is a first-in-class CD47x41BB targeting compound that simultaneously binds cancer cells and immune cells, linking them together for maximal activation of the immune system against the tumor. DSP107 is designed to weaken the tumor’s defenses on one hand, and activate an effective, local response of both innate and adaptive immunity on the other hand. Specifically, DSP107 binds to and inhibits CD47, an immune checkpoint protein overexpressed in many cancer types that enables the tumor to evade immune recognition and attack. Simultaneously, DSP107 binds 41BB on T-cells, stimulating their activation. These activities lead to targeted immune activation through both macrophage and T-cell mediated tumor destruction.

DSP107 is currently being tested in a Phase 1/2 multicenter, open-label, dose-escalation and expansion study assessing the safety, pharmacokinetics and pharmacodynamics of DSP107 as a monotherapy and in combination with Roche’s PD-L1-blocking checkpoint inhibitor atezolizumab (Tecentriq) in patients with advanced solid tumors. In addition, KAHR expects to initiate an open label, dose escalation and expansion Phase 1/2 study to evaluate the safety, efficacy, pharmacokinetics and pharmacodynamics of DSP107 as monotherapy and in combination with azacytidine or with azacytidine plus venetoclax in patients with acute myeloid leukemia (AML), myelodysplastic syndrome (MDS) and T-cell lymphoproliferative diseases in the coming months.

Oppenheimer & Co. Inc. and Solebury Capital acted as placement agents for the offering.

Acorda Therapeutics Announces Repayment of Convertible Senior Notes

On June 16, 2021 Acorda Therapeutics, Inc. (Nasdaq: ACOR) reported that on June 15, 2021, it repaid in full its 1.75% Convertible Senior Notes due 2021. Prior to their maturity and repayment, there were $69.0 million aggregate principal amount of 2021 notes outstanding(Press release, Acorda Therapeutics, JUN 16, 2021, View Source [SID1234584049]). The 2021 notes were repaid using cash on hand.

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"The repayment of the 2021 notes removes an overhang on the company and is another important milestone in our strategy, following the sale of our manufacturing operations earlier this year. We are focused on accelerating the growth of INBRIJA, continuing to maintain the strength of AMPYRA, and optimizing the company’s financial structure," said Ron Cohen, M.D., Acorda’s President and Chief Executive Officer. "We have maintained cost discipline since our restructuring announcement in February and are continuing to drive toward cash flow breakeven.

Zai Lab and MacroGenics Enter Into Broad Strategic Collaboration to Develop and Commercialize Preclinical Bispecific Antibodies in Oncology

On June 16, 2021 Zai Lab Limited (NASDAQ: ZLAB; HKEX: 9688), an innovative commercial-stage biopharmaceutical company, and MacroGenics (NASDAQ: MGNX), a biopharmaceutical company focused on developing and commercializing innovative monoclonal-antibody-based therapeutics for the treatment of cancer, reported that the companies have entered into an exclusive collaboration and license agreement involving up to four immuno-oncology molecules(Press release, Zai Laboratory, JUN 16, 2021, View Source [SID1234584047]).

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The first collaboration program covers a lead research molecule that incorporates MacroGenics’ DART platform and binds CD3 and an undisclosed target that is expressed in multiple solid tumors. The next-generation CD3 component of the DART bispecific molecule has been designed to minimize cytokine-release syndrome while maintaining anti-tumor cytolytic activity. The second collaboration program will cover a target to be designated by MacroGenics. For both molecules, Zai receives commercial rights in Greater China, Japan, and Korea and MacroGenics receives commercial rights in all other territories. For the lead molecule, Zai Lab receives an option upon reaching a predefined clinical milestone to convert the regional arrangement into a global 50/50 profit share.

Zai Lab also obtains exclusive, global licenses from MacroGenics to develop, manufacture and commercialize two additional molecules. For the four programs, each company will contribute intellectual property to generate either CD3- or CD47-based bispecific antibodies.

"We are very pleased to be expanding our existing relationship with Zai Lab, which already includes regional rights in Greater China for two clinical-stage programs," said Scott Koenig, M.D., Ph.D., President and Chief Executive Officer of MacroGenics. "Zai has a strong track record of rapidly progressing the development of innovative product candidates in China. This new partnership enables us to jointly discover, develop and deliver potentially best-in-class therapeutics to address patients’ unmet medical needs."

"MacroGenics has been a great partner and one of the leading companies in the immuno-oncology field," said Samantha Du, Ph.D., Founder, Chairperson, Chief Executive Officer of Zai Lab. "We are pleased to expand our strategic collaboration, which leverages both companies’ unique research capabilities and gives Zai Lab access to MacroGenics’ proprietary technologies to expand our innovative oncology portfolio on a global basis."

Under the terms of the agreement, MacroGenics receives initial consideration from Zai Lab of $55 million, including an upfront payment of $25 million and an equity investment of $30 million in MacroGenics’ common stock at $31.30 per share. In addition, MacroGenics is eligible to receive up to $1.4 billion in potential development, regulatory and commercial milestone payments for the four programs. If products from the collaboration are commercialized, MacroGenics would also receive royalties on annual net sales in Zai Lab’s territories.