On February 2, 2022 Navitor Pharmaceuticals, LLC ("Navitor"), reported that Janssen Pharmaceuticals, Inc. ("Janssen"), one of the Janssen Pharmaceutical Companies of Johnson & Johnson has acquired Anakuria Therapeutics, Inc., ("Anakuria"), a company recently formed by Navitor to advance its novel class of selective rapamycin analog mTORC1 inhibitors (Press release, Navitor Pharmaceuticals, FEB 2, 2022, View Source [SID1234607727]). Anakuria’s lead Phase 1 ready program, AT-20494 provides Janssen with a first-in-class opportunity in autosomal dominant polycystic kidney disease, or ADPKD. This deal was facilitated by Johnson & Johnson Innovation.

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Under the terms of the agreement, Janssen has acquired all outstanding shares of Anakuria, which is now a wholly owned subsidiary of Janssen.

Tom Hughes, president and chief executive officer of Navitor Pharmaceuticals LLC commented, "We are thrilled that the potential value and substantially differentiated profile of Anakuria’s mTORC1 inhibitor program can be explored with Janssen. With decades of experience in developing, manufacturing and commercializing innovative therapies for patients suffering from a broad range of diseases and conditions, Janssen is ideally positioned to rapidly advance our program in the clinic. We also are very pleased that the program has come full circle within the Johnson & Johnson Family of Companies: Johnson & Johnson Innovation – JJDC, Inc., the strategic venture arm of Johnson & Johnson, was one of Navitor’s founding investors and the company also was one of the initial startups incubated in JLABS @ LabCentral, Cambridge, MA."
Goodwin Proctor LLP acted as legal advisor to Navitor on this transaction.

About AT-20494
AT-20494 is an orally bioavailable small molecule that selectively inhibits activity of mTORC1, the master modulator of cellular metabolism, which is overactive in multiple chronic diseases including autosomal dominant polycystic kidney diseases. AT-20494 is a member of a novel class of rapamycin analogs discovered by Navitor scientists, and will be the first fully selective inhibitor of mTORC1 to be studied in humans. Preclinical studies of AT-20494 have shown that it reduces the burden of cysts and kidney volume in mice carrying mutations in the PKD1 gene, and also reduces signatures of fibrosis and inflammation upon chronic administration.

About mTORC1
Complex 1 of the mechanistic target of rapamycin (mTORC1) activity governs the pace and ability of the cell to synthesize protein and other cellular components. Increased mTORC1 activity contributes to a broad array of diseases of aging by increasing protein misfolding and driving cellular stress, inflammation, and fibrosis.

On February 2, 2022 Quest Diagnostics (NYSE: DGX), the world’s leading provider of diagnostic information services, reported that it has been selected as one of FORTUNE’s World’s Most Admired Companies in 2022 for the eighth consecutive year (Press release, Quest Diagnostics, FEB 2, 2022, View Source [SID1234607664]).

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Fortune’s World’s Most Admired Companies recognition is based on nine criteria of corporate reputation, from investment value and quality of management and products, to social responsibility and ability to attract talent.

The annual survey designated Quest as one of only six companies to attain Most Admired status in the "Health Care: Pharmacy and Other Services" industry. The company scored high marks in use of corporate assets, quality of management, and social responsibility.

"It is an honor to be named one of Fortune World’s Most Admired Companies for the eighth year in a row," said Steve Rusckowski, chairman, chief executive officer and president of Quest Diagnostics. "This recognition is truly a testament to the deep commitment and passion of our 50,000 employees working to create a healthier world every day."

To determine the rankings, Fortune partnered with global organizational consulting firm Korn Ferry to survey thousands of executives, directors and analysts who rated companies in their industry on nine criteria, including investment value and quality of management and products to social responsibility and ability to attract talent. The survey included a total of 640 companies from 28 countries. A company’s score must rank in the top half of its industry survey to be listed as a World’s Most Admired Company.

On February 2, 2022 ORIC Pharmaceuticals, Inc. (Nasdaq: ORIC), a clinical stage oncology company focused on developing treatments that address mechanisms of therapeutic resistance, reported that management will participate in a virtual fireside chat at the Guggenheim 2022 Oncology Conference on Thursday, February 10, 2022, at 2:00 p.m. ET (Press release, ORIC Pharmaceuticals, FEB 2, 2022, View Source [SID1234607663]).

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A live webcast of the fireside chat will be available through the investor section of the company’s website at www.oricpharma.com. A replay of the webcast will be available for 90 days following the event.

On February 2, 2022 Calidi Biotherapeutics, Inc. ("Calidi" or the "Company"), a clinical-stage biotechnology company that is pioneering the development of cell-based delivery of oncolytic viruses, and Edoc Acquisition Corp. ("Edoc") (NASDAQ: ADOC), a blank check company organized to acquire or merge with one or more businesses, reported that they have entered into a definitive merger agreement (Press release, Calidi Biotherapeutics, FEB 2, 2022, View Source [SID1234607657]). Upon closing the transaction, anticipated to occur in the second quarter of 2022, the combined company will be named Calidi Biotherapeutics, Inc. and led by Allan Camaisa, CEO and Chairman of the Board. In addition, the combined company’s common stock intends to list on the Nasdaq Capital Market.

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"We are excited about combining with Edoc to advance our mission of delivering life-saving oncolytic virus therapies with the potential to revolutionize patient care," said Mr. Camaisa. "This business combination positions us well as we enter the next phase of our growth, delivering on the promise of our NeuroNova (NNV) and SuperNova (SNV) platforms, to surpass the deficiencies of the first generation oncolytic viruses existing in the marketplace. Furthermore, it will allow us to leverage Edoc’s extensive 400+ physician network across many disciplines."

"Calidi’s innovative stem cell-based delivery platforms are being developed to overcome the immune system’s ability to eliminate oncolytic viruses, potentially allowing oncolytic viral therapy to be successful," said Dr. Kevin Chen, Chairman and CEO of Edoc. "We aim to invest in people and companies that can change the healthcare landscape, and we believe that Calidi’s technology is differentiated and has the potential to transform cancer therapy."

The transaction includes gross proceeds of up to $92 million in trust at Edoc (less any redemptions by existing Edoc shareholders) and a concurrent $25 million PIPE from institutional investors.

Additionally, Edoc entered into backstop arrangements with certain institutional investors for the purchase of up to 2.2 million shares of Edoc Class A ordinary shares in connection with Edoc’s shareholder meeting to approve the business combination as well as Edoc’s February 9, 2022 shareholder meeting to approve an extension of time to complete its business combination, with the actual amount dependent upon the amount of cash available after each such shareholder meeting after any redemptions.

Net proceeds from the transaction are expected to provide Calidi with capital to advance its pipeline through multiple clinical milestones, such as:

NNV1 Phase 2 initiation: allogeneic neural stem cells loaded with an oncolytic adenovirus for the treatment of newly diagnosed glioblastoma.
NNV2 Phase 1 initiation: allogeneic neural stem cells loaded with an oncolytic adenovirus for the treatment of recurrent glioblastoma.
SNV1 Phase 1 initiation: allogeneic adipose-derived mesenchymal stem cells (AD-MSC) loaded with an oncolytic vaccinia virus for the treatment of advanced metastatic solid tumors.
Support expansion of Calidi’s stem cell-based delivery platforms into additional indications
Key Transaction Terms

Upon closing of the business combination (the "Business Combination"), and assuming no redemptions of shares of Edoc by its public shareholders, Calidi would be expected to have cash and cash equivalents, prior to transaction expenses, of approximately $117 million (less any redemptions and transaction expenses) and a pro forma enterprise valuation of $449 million.

The boards of directors of Calidi and Edoc unanimously approved the proposed transaction, which is anticipated to close in the second quarter of 2022. The closing of the transaction is subject to the approval of Edoc shareholders, regulatory approval and the satisfaction or waiver of certain other customary closing conditions.

A Current Report on Form 8-K, filed by Edoc with the Securities and Exchange Commission (SEC), will provide additional information about the proposed business combination, related financings and backstop arrangements, and will be available on the SEC’s website at www.sec.gov. In addition, Edoc intends to file a registration statement on Form S-4 with the SEC, including a proxy statement/prospectus, and will file other documents regarding the proposed transaction with the SEC.

Advisors

H.C. Wainwright & Co. served as financial advisor to Calidi. Lewis Brisbois Bisgaard & Smith LLP acted as legal counsel to Calidi. Ellenoff Grossman & Schole LLP acted as legal counsel to Edoc, and I-Bankers Securities, Inc. as financial advisor to Edoc.

On February 2, 2022 Titan Pharmaceuticals, Inc. (NASDAQ: TTNP) ("Titan" or the "Company") reported that it has entered into a securities purchase agreement with a single institutional investor to purchase 3,374,242 shares of its common stock (or pre-funded warrants in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules (Press release, Titan Pharmaceuticals, FEB 2, 2022, View Source [SID1234607648]). In a concurrent private placement, Titan has also agreed to issue and sell to the investor 1,289,796 pre-funded warrants, at the same purchase price as in the registered direct offering. In addition, the Company has agreed to issue to the investor in a concurrent private placement unregistered warrants to purchase up to an aggregate of 4,664,038 shares of common stock. The combined offering price of each share or pre-funded warrant and each warrant will be $1.18. The warrants will be immediately exercisable, will expire on the five year and six month anniversary of the issuance date and will have an exercise price of $1.14 per share.

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The aggregate gross proceeds to the Company of both offerings is expected to be approximately $5.5 million. The offerings are expected to close on or about February 4, 2022, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the exclusive placement agent in connection with the offerings.

The shares of common stock (or pre-funded warrants in lieu thereof) in the registered direct offering are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-230742), which was declared effective by the United States Securities and Exchange Commission ("SEC") on April 24, 2019. The pre-funded warrants and warrants issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus supplement relating to the shares of common stock (or pre-funded warrants in lieu thereof) issued in the registered direct offering will be filed by Titan with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at [email protected] or telephone at (212) 895-3745.