Omega Therapeutics to Participate in the H.C. Wainwright 24th Annual Global Investment Conference

On September 6, 2022 Omega Therapeutics, Inc. (NASDAQ: OMGA) ("Omega"), a clinical-stage biotechnology company pioneering the first systematic approach to use mRNA therapeutics as a new class of programmable epigenetic medicines by leveraging its OMEGA Epigenomic Programming platform, reported that management will participate in a fireside chat at the H.C. Wainwright 24th Annual Global Investment Conference on Monday, September 12, 2022, at 10 a.m. ET (Press release, Omega Therapeutics, SEP 13, 2022, https://www.prnewswire.com/news-releases/omega-therapeutics-to-participate-in-the-hc-wainwright-24th-annual-global-investment-conference-301617171.html [SID1234619108]).

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A live webcast of the fireside chat will be available on the Investors & Media section of the Company’s website at www.omegatherapeutics.com. An archived replay of the fireside chat will be available on the same website for approximately 90 days.

Entry Into or Amendment of a Material Definitive Agreement

On September 12, 2022, Alnylam Pharmaceuticals, Inc. (the "Company") reported that priced its private offering of $900.0 million in aggregate principal amount of 1.00% Convertible Senior Notes due 2027 (the "Initial Notes") (Filing, 8-K, Alnylam, SEP 12, 2022, View Source [SID1234619609]). On September 13, 2022, the initial purchasers in such offering exercised their option to purchase an additional $135.0 million in aggregate principal amount of the Company’s 1.00% Convertible Senior Notes due 2027 (the "Additional Notes" and together with the Initial Notes, the "Notes"), bringing the total aggregate principal amount of the Notes to $1,035.0 million. The Notes are the Company’s senior unsecured obligations. The Notes were issued pursuant to an Indenture, dated September 15, 2022 (the "Indenture"), between the Company and The Bank of New York Mellon, as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable.

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The Notes will mature on September 15, 2027, unless earlier converted, redeemed or repurchased. The Notes will bear interest from September 15, 2022 at a rate of 1.00% per year payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2023. Before June 15, 2027, noteholders will have the right to convert their Notes in certain circumstances and during specified periods. From and after June 15, 2027, the Notes will be convertible at the option of the noteholders at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The Company will settle any conversions of Notes by paying or delivering, as applicable, cash shares of the Company’s common stock, par value $0.01 per share (the "Common Stock") or a combination of cash and shares of Common Stock, at the Company’s election.

The conversion rate for the Notes will initially be 3.4941 shares of the Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $286.20 per share of the Common Stock. The initial conversion price of the Notes represents a premium of approximately 35.0% over the $212.00 per share last reported sale price of the Common Stock on The Nasdaq Global Select Market on September 12, 2022. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture.

The Company may not redeem the Notes prior to September 20, 2025. The Company may redeem for cash all or any portion of the Notes (subject to certain limitations), at its option, on or after September 20, 2025 and on or prior to the 21st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes, which means that the Company is not required to redeem or retire the Notes periodically.

A copy of the Indenture and the form of the Notes are attached as Exhibit 4.1 and Exhibit 4.2 hereto, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description is qualified in its entirety by reference to such exhibits.

Capped Call Transactions

On September 12, 2022, in connection with the pricing of the Initial Notes, the Company entered into privately negotiated capped call transactions (the "Base Capped Call Transactions") with certain initial purchasers of the Notes or their respective affiliates and certain other financial institutions (the "Option Counterparties"). On September 13, 2022, in connection with the initial purchasers’ exercise of their option to purchase the Additional Notes, the Company entered into additional privately negotiated capped call transactions with the Option Counterparties (the "Additional Capped Call Transactions," and together with the Base Capped Call Transactions, the "Capped Call Transactions"). The Capped Call Transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Common Stock that underlie the Notes. The Capped Call Transactions are expected generally to reduce potential dilution to the Common Stock upon conversion of any Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is initially $424.00 per share, which represents a premium of 100.0% over the last reported sale price of the Common Stock on The Nasdaq Global Select Market of $212.00 per share on September 12, 2022, and is subject to certain adjustments under the terms of the capped call transactions. The Company used approximately $118.6 million of the net proceeds from the offering of Notes to pay the cost of the Capped Call Transactions.

The Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, and are not part of the terms of the Notes and will not affect any noteholder’s rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.

The foregoing description of the Capped Call Transactions are qualified in their entirety by the copy of the form of call option transaction confirmation relating to the Capped Call Transactions, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Relay Therapeutics Announces Proposed Public Offering of Common Stock

On September 12, 2022 Relay Therapeutics, Inc. (Nasdaq: RLAY), a clinical-stage precision medicine company transforming the drug discovery process by combining leading-edge computational and experimental technologies, reported that it has commenced an underwritten public offering of $300.0 million of shares of its common stock (Press release, Relay Therapeutics, SEP 12, 2022, View Source [SID1234619584]). Relay Therapeutics also intends to grant the underwriters a 30-day option to purchase up to an additional fifteen percent (15%) of the shares of common stock offered in the public offering. All of the shares in the proposed offering are to be sold by Relay Therapeutics.

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Goldman Sachs & Co. LLC, J.P. Morgan, and Cowen are acting as joint book-running managers for the proposed offering. BofA Securities is also acting as a book-running manager. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The shares of common stock are being offered by Relay Therapeutics pursuant to an effective shelf registration statement that was previously filed with the U.S. Securities and Exchange Commission (SEC). A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and may be obtained, when available, from: Goldman Sachs & Co. LLC, by mail at 200 West Street, New York, NY 10282, Attention: Prospectus Department, by telephone at (866) 471-2526, or by email at [email protected]; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 866-803-9204 or by email at [email protected]; Cowen and Company, LLC, Attn: Prospectus Department, 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 BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, by telephone at (800) 299-1322 or by e-mail at [email protected]; or by accessing the SEC’s website at www.sec.gov.

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

DarwinHealth Publication Reports Step-by-Step Protocol for its Tumor Checkpoint-Based, Compound-to-Clinic (C2C) Cancer Drug Discovery Pipeline: Elucidates a Patient-to-Model-to-Patient (PMP) Roadmap for Precision- and Mechanism-Based Identification and Clinical Validation of Novel, Investigational and FDA-Approved Therapeutic Agents Targeting Tumor Regulatory Architecture

On September 12, 2022 DarwinHealth, Inc., (www.DarwinHealth.com) a New York-based biotechnology and cancer drug discovery company reported the September 9, 2022 online publication in Current Protocols (Wiley Science) of their proprietary cancer drug discovery and validation pipeline, "A Patient-to-Model-to-Patient (PMP) cancer drug and biomarker discovery protocol for identifying and validating therapeutic agents targeting tumor regulatory architecture (Press release, DarwinHealth, SEP 12, 2022, https://www.prnewswire.com/news-releases/darwinhealth-publication-reports-step-by-step-protocol-for-its-tumor-checkpoint-based-compound-to-clinic-c2c-cancer-drug-discovery-pipeline-elucidates-a-patient-to-model-to-patient-pmp-roadmap-for-precision–and-mechanism-ba-301621643.html [SID1234619567])."

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Link to the article provided herein: https://currentprotocols.onlinelibrary.wiley.com/doi/10.1002/cpz1.544

As the scientists note in their publication, the Patient-to-Model-to-Patient (PMP) protocol, which represents DarwinHealth’s foundational drug, biomarker, and novel cancer target discovery pipeline/technology, addresses directly the current Achilles heel of cancer drug development, i.e., the inability to forge precise and predictive connections among three critical elements required for successful drug discovery and validation in human trials, including: (a) identifying the mechanistic -biological drivers and determinants of the cancer cell state; (b) characterizing and targeting therapeutically significant molecular targets governing the transcriptional state of cancer cells; and (c) generating validated biomarkers that are accurate predictors of clinical response in trial settings.

These barriers to precision-based cancer treatment and drug discovery are made even more complex by the heterogeneous nature of cancer, a challenge that the DarwinHealth group addresses by employing single cell analysis in combination with proprietary algorithmic tools, thereby making it possible to taxonomize tumor subtypes based on their transcriptional identity state.

Leveraging an oncotecture-based framework for cancer biology, the PMP approach reported by DarwinHealth employs computational algorithms and experimental methodologies to reconstruct and interrogate the regulatory logic of human cancer cells for identifying and therapeutically targeting a "tumor checkpoint" with novel, as well as existing pharmacological agents. Importantly, the PMP protocol systematically identifies, from specific patient tumor samples, the Master Regulator (MR) proteins that comprise the tumor checkpoint. Then, using gene expression profiles (RNA sequencing), it identifies in vitro and in vivo models that, by recapitulating the patient’s tumor checkpoint, constitute appropriate cell line and animal models to further elucidate tissue context-specific drug mechanism of action.

Use of these matched models permits precise, biomarker-based pre-clinical validations of drug efficacy, the results of which can then be translated for use in more advanced PDX validations and human trials, which are currently in progress using this technology. Specifically, the combination of drug context-specific mechanism of action and the precise identification of patients’ tumor checkpoints provides a personalized, mechanism-based biomarker for enrichment of prospective clinical trials with patients most likely to respond to the pharmacologic therapy under investigation.

Explaining the scientific and commercial implications of DarwinHealth’s PMP drug and biomarker discovery platform, science journalist Forest Ray, PhD, reports on the paper and its technology in an article published online for genomeweb. Link is provided herein:

View Source

"PMP is a patient-centered, systems biology-driven, protocol that integrates highly sophisticated computational methods and experimental approaches—incorporating the precision of single-cell analysis—to optimize and accelerate drug discovery," noted lead author, Dr. Pasquale Laise, Senior Director of Computational Biology at DarwinHealth. "While the protocol is fully generalizable and can be applied to any cancer type or subtype, each step of the PMP discovery pipeline is tailored to the molecular profiles of tumors from individual patient samples and, therefore, is also able to identify large cohorts of patients representing distinct pharmacotypes linked to mechanistic biomarkers, an alignment that maximizes the chances of success in biomarker-directed clinical trials."

The identification and drug-based targeting of tumor checkpoints is a hallmark of DarwinHealth’s proprietary methodology focused on cancer drug development. "The PMP protocol constitutes a systematic approach for identifying and targeting the core set of regulatory proteins (or master regulators) controlling the transcriptional identity [phenotypic state] of cancer cells, which distinguishes this Compound-2-Clinic (C2C) developmental roadmap from all other available strategies," explained DarwinHealth CSO, Dr. Mariano Alvarez. "Importantly, it expands the concept of oncogene addiction to the transcriptional regulators of the cancer cell state, which are universally present and, therefore, can be dissected for every tumor. The protocol closes the circle by dissecting such Master Regulators directly from the patient’s tumor tissue, and then by using a drug’s context-specific mechanism of action—empirically elucidated in cognate in vitro models—the pipeline predicts the therapeutic response of drugs under evaluation in the setting that matters most: clinical trials."

The PMP protocol is designed to address shortfalls and limitations in current approaches to cancer therapy and biomarker development. "Much like a building stands on multiple pillars—with the caveat that compromising any single pillar would not cause the entire structure to collapse—optimal, enduring approaches to cancer therapy require targeting multiple tumor dependencies simultaneously," explains Dr. Andrea Califano, Professor and Chair, Department of Systems Biology, Columbia University (View Source), and Co-Founder of DarwinHealth. "The technology and approach to cancer drug discovery highlighted in this manuscript provides significant complementarity to oncogene therapy by targeting an entire repertoire of tumor vulnerabilities, as represented by Master Regulator proteins that are responsible for maintaining the aberrant state and regulatory programs of the tumor cell."

DarwinHealth’s PMP platform and drug discovery pipeline undergird the foundational technology the company has deployed for many scientific collaborations and partnerships focused on identification of novel cancer targets, generation of novel biomarkers, and drug development. "The Patient-to-Model-to-Patient protocol (PMP) we report is a patient tumor sample-centered, systems biology-based pipeline for cancer drug discovery with broad applications in the precision oncology and immuno-oncology space," explained Dr. Gideon Bosker, DarwinHealth Co-Founder and CEO. "Each step of the compound-to-clinic drug development and validation pipeline reported in Current Protocols is leveraged by the integration of computational algorithms and experimental data to ensure the targeted regulatory architecture—the ‘tumor checkpoint’—and the mechanism-of action (MOA) of drugs being evaluated are consistently and actionably linked as the protocol progresses from cell lines to animal models and finally, into patients for clinical translation. Its universality in the context of cancer biology permits the PMP model to be applied across a broad spectrum of hematological and solid tumors, where numerous clinical trials based on this drug discovery technology are currently in progress. Moreover, the application of PMP technology to optimize immune response and diminish immunosuppressive effects among cell subtypes—including Tregs, fibroblasts, and macrophages—in the tumor microenvironment represents one of the most promising trajectories for developing drugs that can rescue response of immune checkpoint inhibitors by reprogramming phenotypic states of immunosuppressing cells."

When deployed in a systematic fashion, as it is at DarwinHealth where the commercial applications of the PMP protocol are under continual refinement and expansion, the PMP-based cancer target, biomarker, and drug discovery pipeline provides a roadmap for precision- and MOA-based identification of investigational, proprietary, and FDA-approved therapeutic agents targeting both tumor regulatory architecture, as well as the regulatory architecture of immune-centric cells.

Entry into a Material Definitive Agreement

On September 12, 2022, Sorrento Therapeutics, Inc. ("Sorrento") reported that it entered into a Contribution and Satisfaction of Indebtedness Agreement (the "Debt Exchange Agreement") with Scilex Holding Company, a majority-owned subsidiary of Sorrento ("Scilex"), and Scilex Pharmaceuticals, Inc., an indirect wholly owned subsidiary of Sorrento and direct wholly owned subsidiary of Scilex ("Scilex Pharma") (Filing, 8-K, Sorrento Therapeutics, SEP 12, 2022, View Source [SID1234619555]). The Debt Exchange Agreement relates to certain amounts owed to Sorrento by Scilex and Scilex Pharma, including accrued interest thereon, if any, as of the date of the Debt Exchange Agreement and as additional amounts may be incurred between the date of the Debt Exchange Agreement and the closing of the transactions contemplated by the Merger Agreement (as defined below), for certain loans and other amounts provided (or to be provided) by Sorrento to Scilex and Scilex Pharma (the "Outstanding Indebtedness"), which indebtedness is currently approximately $276,000,000, but which will not exceed $310,000,000 as of immediately prior to the closing of the transactions contemplated by the Merger Agreement.

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Pursuant to the Debt Exchange Agreement, (i) Sorrento agreed to contribute the Outstanding Indebtedness (as set forth in the Debt Exchange Agreement) to Scilex in exchange for the issuance by Scilex to Sorrento of that number of shares of to be designated Series A Preferred Stock, par value $0.0001 per share, of Scilex (subject to adjustment for recapitalizations, stock splits, stock dividends and similar transactions) (the "Shares" and such transaction, the "Contribution") that is equal to (a) the sum of the aggregate amount of the Outstanding Indebtedness plus the amount that is equal to 10% of such aggregate amount of the Outstanding Indebtedness divided by (b) $11.00 (rounded up to the nearest whole share); and (ii) immediately following the Contribution, Scilex agreed to further contribute the portion of such Outstanding Indebtedness that is owed by Scilex Pharma to Sorrento as a capital contribution to Scilex Pharma for no consideration. Further, pursuant to the Debt Exchange Agreement, prior to the Contribution, Scilex agreed to file, with the Secretary of State of the State of Delaware, (1) a Certificate of Amendment to its Amended and Restated Certificate of Incorporation in order to increase the number of authorized shares of preferred stock of Scilex from 20,000,000 shares to 45,000,000 shares; and (2) a certificate of designations, in the form attached as Exhibit B to the Debt Exchange Agreement, to set forth the designations, powers, rights and preferences and qualifications, limitations and restrictions of the Shares. Upon the occurrence of the Contribution and issuance of the Shares to Sorrento, the Outstanding Indebtedness of Scilex and Scilex Pharma owed to Sorrento shall be extinguished in its entirety and shall be of no further force or effect and shall be deemed satisfied in full.

The foregoing description of the Debt Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Debt Exchange Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 hereto and is incorporated herein by reference.