On March 29, 2022 Calithera Biosciences, Inc. reported that entered into an underwriting agreement, or the Underwriting Agreement, with SVB Securities LLC and H.C. Wainwright & Co., LLC, as representatives of the several underwriters named therein, collectively, the Underwriters, relating to the issuance and sale, or the Offering, of 18,518,519 shares of its common stock, par value $0.0001 per share, at a combined price to the public of $0.54 per share of common stock and accompanying common warrants (Filing, 8-K, Calithera Biosciences, MAR 29, 2022, View Source [SID1234611329]). Each share of common stock is accompanied by (1) warrants to purchase up to an equal number of shares of common stock at an exercise price of $0.54 per share, which are immediately exercisable and will expire 18 months from the date of issuance, or the Short-Term Warrants, and (2) warrants to purchase up to an equal number of shares of common stock at an exercise price of $0.54 per share, which are immediately exercisable and will expire 5 years from the date of issuance, or the Long-Term Warrants. Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase the shares of common stock and each accompanying Short-Term Warrant and Long-Term Warrant from Calithera at a combined price of $0.5022 per share and accompanying warrants. The net proceeds to Calithera from this Offering are expected to be approximately $8.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by Calithera. All of the shares and warrants in the Offering are being sold by Calithera. The closing of the Offering is expected to occur on or about April 1, 2022, subject to the satisfaction of customary closing conditions.

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The Offering is being made pursuant to our effective registration statement on Form S-3 (Registration Statement No. 333-243731), as previously filed with the Securities and Exchange Commission and a related prospectus and prospectus supplement.

The Underwriting Agreement contains customary representations, warranties and agreements by Calithera, customary conditions to closing, indemnification obligations of Calithera and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement.

In connection with the Offering, Calithera will also enter into a warrant agency agreement, or the Warrant Agency Agreement, with Calithera’s transfer agent, American Stock Transfer & Trust Company LLC, who will act as warrant agent for Calithera, with respect to the Short-Term Warrants and Long-Term Warrants.

The Underwriting Agreement is filed as Exhibit 1.1 hereto, the form of Short-Term Warrant is filed as Exhibit 4.1 hereto, the form of Long-Term Warrant is filed as Exhibit 4.2 hereto and the form of Warrant Agency Agreement is filed as Exhibit 4.3 hereto. The foregoing descriptions of the terms of the Underwriting Agreement, the Short-Term Warrants, the Long-Term Warrants and the Warrant Agency Agreement are qualified in their entirety by reference to such exhibits hereto. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.

On March 29, 2022 Biosion, Inc., a global R&D stage biotechnology company, reported that Biosion and Pyxis Oncology (NASDAQ: PYXS) have entered into an agreement under which Pyxis Oncology will be granted an exclusive license to develop and commercialize Biosion’s anti-Siglec-15 monoclonal antibody, BSI-060T (now referred to as PYX-106), world-wide, excluding Greater China (Press release, Biosion, MAR 29, 2022, View Source [SID1234611327]). Under the terms of the agreement, Biosion will receive a $10 million up-front license fee from Pyxis Oncology. In addition to the up-front payment, Biosion has the potential to receive significant milestone payments for PYX-106, totaling up to $222.5 million and single to low double-digit royalties on commercial sales. Pyxis Oncology plans on submitting the IND for PYX-106 to the FDA by the second half of 2022 and initiating a Phase 1 trial shortly thereafter. Under the agreement, Pyxis Oncology has the opportunity to license additional preclinical assets that target anti-Siglec-15 using other approaches to treatment.

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"The anti-Siglec 15 monoclonal antibody, PYX-106, is an exciting addition to the Pyxis Oncology pipeline," said Jay Feingold, MD, PhD, Chief Medical Officer of Pyxis Oncology. "I believe this potential best-in-class program will address high unmet medical need in a variety of solid tumors including non-small cell lung cancer and head and neck cancer. As an oncologist, my passion has been advancing potential breakthrough medicines to treat patients with difficult-to-treat cancers who have little hope in the advanced and progressive setting."

Biosion continues to deliver breakthrough therapies to address unmet medical needs of patients worldwide. To accelerate the global development of its innovative pipeline, Biosion is expanding worldwide partnerships with leading biotech companies. "The licensing of our anti-Siglec-15 mAb to Pyxis Oncology for global development demonstrates the strength of our discovery engine to generate antibody-based therapeutics with superior properties," said Mingjiu Chen, Ph.D., Chief Executive Officer and founder of Biosion. Dr. Chen continued "Data from anti-Siglec-15 preclinical studies show that BSI-060T has high affinity, high cell binding and activity, dose-proportional activity on reducing immunosuppression of Siglec-15 on T cells and long half-life that will allow BSI-060T to become a best-in-class mAb in the treatment of solid tumors."

On March Indi Molecular reported the successful close of the sale of its PCC technology platform (Press release, Indi Molecular, MAR 29, 2022, View Source [SID1234611266]). The company retains two powerful, advanced PCC molecules targeting ovarian and pancreatic cancer, respectively.

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PCC technology, originally developed with Caltech, allows for the rapid discovery and production of a synthetic class of binding agents with antibody-like properties. PCC molecule’s small size makes them a synthetic equivalent of a monoclonal antibody but with biophysical properties similar to a small molecule drug. PCCs offer the promise of superior performance, stability, lower cost and faster creation compared to monoclonal antibodies

On March 29th, 2022 IPA (IMMUNOPRECISE ANTIBODIES LTD.) (the "Company" or "IPA") (NASDAQ: IPA) (TSXV: IPA) reported that it has entered into a definitive share purchase agreement (SPA) to acquire, through its wholly-owned subsidiary ImmunoPrecise Netherlands BV, control over BioStrand BV, BioKey BV, and BioClue BV (hereinafter collectively referred to as "BioStrand"), a group of Belgian biotech entities and pioneers in the field of bioinformatics and biotechnology (Press release, ImmunoPrecise Antibodies, MAR 29, 2022, View Source [SID1234611223]).

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This transaction is expected to create short and long-term commercialization opportunities with clients and partners by introducing a novel AI-powered protein-protein interactions prediction platform and fortifying IPA’s sequencing with massive throughput capabilities in omics (genomics, transcriptomics, proteomics, and metabolomics) interrogation. The Company anticipates that the transaction will not only attract new clients and partners but will also enable its subsidiary, Talem Therapeutics, to access unparalleled AI technologies to help power each stage of its therapeutic antibody development.

Transaction Highlights

• BioStrand offers a revolutionary, cloud-based solution to perform multi-omics research faster and more accurately, with more effective data analysis.

• The acquisition enhances IPA’s position as a leader in the field of biotherapeutics – BioStrand’s software and AI capabilities complement every sector of IPA’s business.

• BioStrand’s semantically driven natural language process (NLP) approach makes omics data research truly effective and differentiates IPA’s offerings to provide a powerful and unique opportunity for IPA’s clients.

• Total consideration of € 20 million, of which € 2 million will be paid in cash, subject to adjustments, and € 18 million will be paid in equity.

• Management and Board of Directors unanimously approved the Transaction.

Differentiating Technologies

BioStrand offers an AI-powered revolutionary methodology for rapidly analyzing and mining a broad range of biological data to identify patterns and variations in multi-omics data and detect structural anchor points that will drive innovation in numerous fields including precision medicine, drug and vaccine development, and target discovery. By detecting HYFTS, which are proprietary biological signature sequences, multiple layers of information in sequence and structural data are automatically integrated, resulting in a systems approach to omic analyses. These HYFTTM fingerprints connect sequences and literature analysis through a bottom-up NLP approach, by providing a universal syntax for the language of biology. This revolutionizing pattern and profile detection is critical in understanding diseases and biological processes. Multi-omics data integration typically requires quite considerable expertise in computational techniques with additional challenges in accuracy and reliability. With BioStrand’s revolutionary HYFT framework, all biological data is instantly computable.

Company Synergies

The acquisition of BioStrand expands IPA’s scientific capabilities to excel far beyond antibody discovery, expanding from the earliest stages of target identification to late-stage therapies. The transaction combines BioStrand’s computer-aided drug discovery capabilities with IPA’s best-in-class antibody discovery and development expertise to create an integrated, next-generation, end-to-end platform for target and therapeutic antibody discovery and development.

Dr. Jennifer Bath, President and Chief Executive Officer of ImmunoPrecise Antibodies, commented, "The addition of BioStrand’s next-generation capabilities in systems omics analysis further enhances IPA’s unique ability to serve as a single-source partner to support our clients’ in silico, in vitro and in vivo research, further solidifying our position as the leading, early-stage antibody discovery contract research organization. A previously undisclosed collaboration with BioStrand has already generated unique and intriguing data and we are confident that our clients and partners will find the addition of BioStrand’s offerings both advantageous and transformational for their research programs. We believe the acquisition of BioStrand, recently referred to as the "Google of Genomics", is a blockbuster move, brings together a revolutionary combination that will change the way researchers approach and complete target and antibody discovery, and that our combined platforms, once integrated, will attract new business opportunities at an accelerated rate. We are excited to add BioStrand to the IPA family."

The Transaction

Pursuant to the SPA, ImmunoPrecise Netherlands B.V. will acquire i) all of the issued and outstanding shares of Idea Family BV, a private limited liability company holding 75.01% of the issued and outstanding shares of BioStrand and ii) the remaining 24.99% of the issued and outstanding shares of BioStrand, the whole for a total consideration of approximately € 20 million, plus a potential earnout consideration. The purchase price will be satisfied as follows:

• Approximately € 2 million payable in cash, of which € 1 million will be subject to holdback. A sum of € 500,000 will be held back for a period of 90 days after closing of the transaction for adjustment purposes and € 500,000 of the cash consideration will be held back and progressively released over a 3-year period to guarantee the obligations of the vendors under the SPA;

• A number of common shares of IPA to be issued at closing, the value per common share to be determined based on the 30-day volume-weighted average price of the common shares (VWAP) ending on the trading day immediately prior to the date of closing, representing no greater than 19.99% of the issued and outstanding common shares of IPA immediately prior to closing, for an aggregate deemed value of € 18 million. In the event the issuance cap is reached, IPA will make a cash payment to the vendors equal to the value of the common shares that were not issued as a result of the issuance cap, based on the VWAP of the common shares as of the closing date; and

• A contingent earnout payment based on the profitability of BioStrand over a 7-year period, which shall not exceed in total € 12 million.

Other Key Deal Terms

• BioStrand is being acquired on a debt-free, cash-free basis;
• Investment consideration provided by IPA to BioStrand of aggregate amount of € 6 million in the form of a loan or in the form of equity over a period of 3 years for operation expenses, development of BioStrand’s platform, and correction of deficiencies;

• Customary representations and warranties in the SPA;

• Customary indemnities for breaches of representations and warranties and breaches of covenants in the SPA;

• The equity consideration will be subject to a 4-month statutory resale restriction period pursuant to Canadian securities laws, as well as a contractual escrow agreement to be entered into at closing between the vendors, IPA, and an escrow agent, providing for the gradual release of the common shares over a 3-year period.

• Key personnel, including the founders of BioStrand and other members of the executive team of BioStrand, will continue their employment with updated management agreements;

• Non-competition and non-solicitation agreements will be entered into, as a condition of closing, with certain principals of BioStrand;

• Each of BioStrand and the BioStrand shareholders are arm’s length parties to the Company;

• The purchase price is subject to working capital and other adjustments;

• Closing of the Transaction is expected to occur on or before April 15, 2022, subject to receipt of all applicable approvals and the satisfaction of applicable conditions to closing;

• The other closing conditions in the SPA are customary, including, but not limited to, the receipt of all necessary regulatory approvals and the required notifications to NASDAQ with respect to the issuance of IPA’s common shares; and

• The Transaction is an "expedited acquisition" under Policy 5.3 of the TSX Venture Exchange.

On March 29, 2022, Geron Corporation (the "Company") reported that entered into an underwriting agreement (the "Underwriting Agreement") with Stifel, Nicolaus & Company, Incorporated and Robert W. Baird & Co. Incorporated, as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the issuance and sale (the "Offering") of 53,333,334 shares of the Company’s common stock ("Common Stock"), and pre-funded warrants to purchase 18,095,238 shares of Common Stock (the "Pre-Funded Warrants"), together with accompanying warrants to purchase 35,714,286 shares of Common Stock (the "Purchase Warrants", and together with the Pre-Funded Warrants, the "Warrants") (Press release, Geron, MAR 29, 2022, View Source [SID1234611222]). The combined offering price to the public of each share of Common Stock and accompanying Purchase Warrant is $1.05. The combined offering price to the public of each Pre-Funded Warrant and accompanying Purchase Warrant is $1.049. The gross proceeds to the Company from the Offering are expected to be approximately $75.0 million, before deducting underwriting discounts and estimated offering expenses. All of the securities in the Offering are being sold by the Company. The Offering is expected to close on April 1, 2022, subject to satisfaction of customary closing conditions.

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Each Pre-Funded Warrant will have an initial exercise price per share of $0.001, subject to certain adjustments. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Pre-Funded Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 9.99% of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% (if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) upon 61 days’ notice to the Company subject to the terms of the Pre-Funded Warrants.

Each Purchase Warrant will have an initial exercise price per share of $1.45, subject to certain adjustments. The Purchase Warrants will be exercisable immediately and will expire on the earlier to occur of (a) the date that is 30 business days following the date on which the Company first issues a press release announcing, if applicable, that the United States Food and Drug Administration (the "FDA") has accepted for filing a New Drug Application submitted to the FDA for imetelstat in Low or Intermerdiate-1 risk myelodysplastic syndromes (or, if such date is not a business day, then the next business day following such date) and (b) April 1, 2027. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Purchase Warrant to the extent that immediately prior to or after giving effect to such exercise the holder would own more than 9.99% of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower or higher percentage not in excess of 19.99% (if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) upon 61 days’ notice to the Company subject to the terms of the Purchase Warrants.

The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on September 4, 2020, which became effective on November 6, 2020 (Registration Statement No. 333-248637), and a prospectus supplement thereunder (the "Prospectus Supplement").

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities arising under the Securities Act other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of specific dates, and were solely for the benefit of the parties to such agreement.

The foregoing descriptions of the terms of the Underwriting Agreement, Pre-Funded Warrants and Purchase Warrants are each qualified in their entirety by reference to the Underwriting Agreement, form of Pre-Funded Warrant and form of Purchase Warrant, respectively, which are attached as Exhibit 1.1, Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and incorporated by reference herein.