Ube Industries and Kirilys Therapeutics, Inc. Sign License Agreement for CDK7 inhibitors

On March 23, 2022 Ube Industries, Ltd. (hereinafter referred to as "Ube Industries"; Headquarters: Yamaguchi Prefecture; President: Masato Izumihara) is pleased to announce that it has signed a license agreement with Kirilys Therapeutics, Inc. (hereinafter referred to as "Kirilys"; Headquarters: San Francisco, California, U.S.; Executive Chairman: BT Slingsby), a company founded by venture capital firm Catalys Pacific, to grant an exclusive worldwide license to Kirilys for the CDK7 inhibitor, KRLS-017, discovered by Ube Industries (Press release, Ube Industries, MAR 23, 2022, View Source [SID1234611012]).

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KRLS-017 is a reversible small molecule inhibitor of Cyclin Dependent Kinase 7 (CDK7). CDK7 has been implicated as a key regulator of both transcriptional addiction and cell cycle dysregulation in tumors and therefore represents an attractive target for therapeutic intervention across a broad range of solid tumors and hematologic malignancies.
In preclinical studies, KRLS-017 demonstrated best-in-class potency, selectivity, and anti-tumor efficacy along with very favorable properties for an oral drug and thus is expected to make a great contribution for the treatment of diseases with high unmet medical needs as an antitumor drug.

Under this license, Kirilys acquires the rights to the future development, manufacture, and marketing of KRLS-017.

Yoichi Funayama, Executive Officer and General Manager of the Pharmaceutical Business Division of Ube Industries, said, "We are working on drug discovery every day to provide more options for the treatment of diseases with high unmet medical needs. One of the fields with high unmet medical needs is that of antitumor drugs, and we have high hopes that KRLS-017 can contribute as one of the new treatment options in this area. We believe that the involvement of Kirilys, founded by members with a high level of expertise and abundant experience in antitumor drug development, in the development of KRLS-017 will further raise the possibility to achieve our purpose."

BT Slingsby, Executive Chairman of Kirilys and Managing Partner of Catalys Pacific said, "We founded Kirilys to promote the development of therapeutics that combine innovative science in precision oncology with excellent drug discovery from Japan. KRLS-017 holds significant potential for worldwide patients with cancers who have limited treatment options. We look forward to developing KRLS-017 with the well experienced Kirilys team together.

Histogen Announces $4.75 Million Private Placement

On March 23, 2022 Histogen Inc. (NASDAQ: HSTO), a clinical-stage company focused on developing potential first-in-class restorative therapeutics that ignite the body’s natural process to repair and maintain healthy biological function, reported that it has entered into a securities purchase agreement with certain institutional investors to purchase 2,500 shares of Series A redeemable convertible preferred stock and 2,500 shares of Series B redeemable convertible preferred stock (Press release, Conatus Pharmaceuticals, MAR 23, 2022, View Source [SID1234610984]). Each share of Series A and Series B preferred stock has a purchase price of $952.38, representing an original issue discount of approximately 5% of the $1,000 stated value of each share. Each share of Series A and Series B preferred stock is convertible into shares of Histogen’s common stock at an initial conversion price of $1.00 per share. Shares of the Series A and Series B preferred stock are convertible at the option of the holder at any time following the Company’s receipt of stockholder approval for an amendment to the Company’s certificate of incorporation that allows the Company to effectuate a reverse stock split of the Company’s common stock. Histogen will be permitted to compel conversion of the Series A and Series B preferred stock after the fulfillment of certain conditions and subject to certain limitations. Total net proceeds from the offerings, before deducting the placement agent’s fees and other estimated offering expenses, is approximately $4.75 million.

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H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The Series A and Series B preferred stock permit the holders thereof to vote together with the holders of the Company’s common stock on a proposal to effect a reverse stock split of the Company’s common stock at an annual or special meeting of Company stockholders. The Series A preferred stock permits the holder to vote on such proposal on an as-converted to common stock basis based on the minimum price under Nasdaq rules on the issuance date. The Series B preferred stock permits the holder to cast 30,000 votes per share of Series B preferred stock on such proposal. The Series A and Series B preferred stock will not be permitted to vote on any other matter. The holders of the Series A and B preferred stock agreed not to transfer their shares of preferred stock until after the stockholder meeting. The holders of the Series A preferred stock agreed to vote their shares on the reverse stock split proposal and the holders of the Series B preferred stock agreed to vote their shares on such proposal in the same proportions as the shares of common stock and Series A preferred stock are voted on such proposal. The holders of the Series A and Series B preferred stock have the right to require the Company to redeem their shares of preferred stock for cash at 105% of the stated value of such shares commencing after the earlier of the Company’s stockholders’ approval of the reverse stock split and 90 days after the closing of the issuances of the Series A and Series B preferred stock and until 120 days after such closing.

The closing of the offering is expected to occur on or about March 25, 2022, subject to the satisfaction of customary closing conditions. Additional information regarding the securities described above and the terms of the offering are included in a Current Report on Form 8-K to be filed with the United States Securities and Exchange Commission ("SEC").

To the extent Series A or B preferred stock is converted or otherwise not redeemed after 120 days from closing, the Company will use such net proceeds from this offering for working capital and general corporate purposes.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under an agreement with the investors, the Company agreed to file an initial registration statement with the Securities and Exchange Commission (the "SEC") covering the resale of the shares of common stock issuable upon conversion of the preferred stock no later than July 20, 2022, and to use commercially reasonable efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than September 18, 2022 (or October 18, 2022, in the event of a "full review" of the registration statement by the SEC).

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.

Arcadia Biosciences (RKDA) Announces Date of Fourth-Quarter and Full-Year 2021 Financial Results and Business Highlights Conference Call

On March 23, 2022 Arcadia Biosciences, Inc. (Nasdaq: RKDA), a producer and marketer of innovative, plant-based health and wellness products, reported that it will release its 2021 fourth-quarter and full-year financial and business results after market close on March 30, 2022 (Press release, Arcadia Biosciences, MAR 23, 2022, View Source [SID1234610939]).

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The company has scheduled a conference call for 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss fourth-quarter and year-end results and the year’s key strategic achievements. Interested participants can join the conference call using the following numbers:

A live webcast of the conference call will be available on the Investors section of Arcadia’s website at www.arcadiabio.com. Following completion of the call, a recorded replay will be available on the company’s investor website.

argenx raises $700 million in gross proceeds in a global offering

On March 23, 2022 argenx SE (Euronext & Nasdaq: ARGX), a global immunology company committed to improving the lives of people suffering from severe autoimmune diseases, reported the pricing of a global offering of ordinary shares represented by American Depository Shares ("ADSs") in the United States and certain other countries outside of the European Economic Area and a simultaneous private placement of ordinary shares in the European Economic Area and the United Kingdom (Press release, argenx, MAR 23, 2022, View Source,%E2%82%AC273.10%20per%20ordinary%20share. [SID1234610915]). The Company anticipates total gross proceeds of approximately $700 million (approximately €637 million) from the sale of 1,551,044 ADSs at a price of $300.00 per ADS and the sale of 782,290 ordinary shares at a price of €273.10 per ordinary share. Each of the ADSs offered in the offering represents the right to receive one ordinary share, nominal value of €0.10 per share. The U.S. offering and the European private placement are currently expected to close simultaneously on March 28, 2022, subject to customary closing conditions.

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In addition, argenx has granted the underwriters of the offering a 30-day option to purchase up to 350,000 ordinary shares (which may be represented by ADSs) on the same terms and conditions.

argenx’s ADSs are currently listed on the Nasdaq Global Select Market under the symbol "ARGX" and argenx’s ordinary shares are currently listed on Euronext Brussels under the symbol "ARGX".

J.P. Morgan, Morgan Stanley, Cowen and SVB Leerink are acting as joint bookrunning managers for the offering. Wells Fargo Securities, Kempen & Co, H.C. Wainwright & Co., Raymond James and Wedbush PacGrow are acting as co-managers for the offering.

The securities are being offered in the United States pursuant to an automatically effective shelf registration statement that was previously filed with the Securities and Exchange Commission ("SEC"). A preliminary prospectus supplement relating to the securities was filed with the SEC on March 22, 2022. The final prospectus supplement relating to the securities will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.

When available, copies of the final prospectus supplement and the accompanying prospectus relating to the U.S. offering may be obtained for free from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or by email at [email protected]; from Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attn: Prospectus Department, by email at [email protected], or by telephone at (866) 718-1649; from Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, by email at [email protected], or by telephone at (833) 297-2926; or from SVB Securities LLC, Attn: Syndicate Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at 1-800-808-7525, ext. 6105, or by email at [email protected].

A request for the admission to listing and trading of the ordinary shares (including the ordinary shares underlying the ADSs) on the regulated market of Euronext Brussels will be made.

This press release is for information purposes only and does not constitute, and should not be construed as, an offer to sell or the solicitation of an offer to buy or subscribe to any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale is not permitted or to any person or entity to whom it is unlawful to make such offer, solicitation or sale. Reference is also made to the restrictions set out in "Important information" below. This press release is not for publication or distribution, directly or indirectly, in or into any state or jurisdiction into which doing so would be unlawful or where a prior registration or approval is required for such purpose.

DURECT Corporation To Present at the 2022 Cantor Fitzgerald Virtual Rare Orphan Disease Summit

On March 23, 2022 DURECT Corporation (Nasdaq: DRRX) reported that Dr. James E. Brown, President and CEO, will be participating in a panel discussion at the Cantor Virtual Rare Orphan Disease Summit hosted by Kristen Kluska, Managing Director, Biotechnology Research Analyst of Cantor Fitzgerald (Press release, DURECT, MAR 23, 2022, https://investors.durect.com/news-releases/news-release-details/durect-corporation-present-2022-cantor-fitzgerald-virtual-rare [SID1234610912]). The title of the panel is "Small but Mighty: Innovative Strategies in Tackling Some of the Larger Rare Orphan Disease Markets" and will take place at 1:00 pm ET on Wednesday, March 30, 2022.

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If you have interest in participating in the Cantor Virtual Rare Orphan Disease Summit, please reach out to your Cantor Fitzgerald representative.