On November 4, 2022 Reaction Biology Corporation ("Reaction"), an industry-leading provider of drug discovery services, and Vyant Bio, Inc. ("Vyant Bio") (Nasdaq: VYNT), an innovative biotechnology company reinventing drug discovery for complex neurodevelopmental and neurodegenerative disorders, reported that the companies have closed on a definitive agreement for Reaction to acquire Vyant Bio’s subsidiary vivoPharm LLC, located in Hershey, Pennsylvania (Press release, Vyant Bio, NOV 4, 2022, View Source [SID1234623132]).

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Reaction will retain U.S. personnel from the acquired operations to establish its Hershey, Pennsylvania presence, which includes in vitro and in vivo capabilities. Through the acquisition, Reaction gains laboratory facilities, equipment, employees, cell lines and capabilities (in pharmacology, toxicology, pathology and bio analytics) that further expand the industry-leading suite of drug discovery services that Reaction provides for its biopharmaceutical customers. The purchase price for this transaction is $5.5 million in an upfront cash payment, subject to customary adjustments for working capital, closing cash, indebtedness and transaction expenses. After these closing adjustments were reflected, $5.5 million was paid at closing. Vyant Bio expects to net approximately $4.4 million in cash after tax and transaction related expenses, as well as incur $0.6 million in exit costs associated with this transaction.

"vivoPharm’s U.S. operations are highly complementary to Reaction’s existing suite of drug discovery CRO services, enabling us to build upon our legacy of excellent science and customer-centric innovation," said John H. Johnson, Chief Executive Officer of Reaction Biology. "This investment in talent, infrastructure and resources is an important step in our roadmap for fully realizing Reaction’s potential as a provider of solutions for discovery and development of new drug candidates."

"This transaction provides non-dilutive capital and enables Vyant Bio to further concentrate our efforts to more rapidly advance our therapeutic pipeline in genetic CNS disorders," said Jay Roberts, President and Chief Executive Office of Vyant Bio. "Reaction is an ideal partner to leverage vivoPharm’s preclinical oncology and immuno-oncology drug discovery services, including one of the broadest collections of syngeneic tumor models, well-characterized tumor cell lines and highly qualified technicians using our state-of-the art laboratories."

White & Case LLP served as Reaction’s legal counsel. Lowenstein Sandler LLP served as Vyant Bio’s legal counsel. Colliers Securities LLC and Lake Street Capital Markets LLC acted as financial advisors to Vyant Bio in the transaction.

On November 4, 2022 Omeros Corporation (Nasdaq: OMER) reported that two presentations pertaining to Omeros’ investigational complement inhibitors will be featured at the upcoming 64th American Society of Hematology (ASH) (Free ASH Whitepaper) Annual Meeting, which will be held from December 10-13, 2022 in New Orleans (Press release, Omeros, NOV 4, 2022, View Source [SID1234623130]). The following abstracts were published today and are now available on the ASH (Free ASH Whitepaper) website at www.hematology.org:

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Safety, Tolerability, Pharmacokinetics, and Pharmacodynamics of the Alternative Pathway MASP-3 Inhibitor OMS906 in a Phase 1 Study of Healthy Subjects (Abstract #2570)
Session Name: 508. Bone Marrow Failure: Acquired: Poster II
Date: Sunday, December 11, 2022
Presentation Time: 6:00 p.m. – 8:00 p.m. ET
Location: Ernest N. Morial Convention Center, Hall D

Trial in Progress: An Open-Label, Multi-Center Phase 2 Study Evaluating Efficacy and Safety of the MASP-2 Inhibitor Narsoplimab in Pediatric Patients with High-Risk Hematopoietic Stem Cell Transplant-Associated Thrombotic Microangiopathy (HSCT-TMA) (Abstract #3808)
Session Name: 331. Thrombotic Microangiopathies/Thrombocytopenias and COVID-19-related Thrombotic/Vascular Disorders: Clinical and Epidemiological: Poster III
Date: Monday, December 12, 2022
Presentation Time: 6:00 p.m. – 8:00 p.m. ET
Location: Ernest N. Morial Convention Center, Hall D

Following presentation at the meeting, the posters will be available on Omeros’ website at www.omeros.com

On November 4, 2022 Oncternal Therapeutics, Inc. (Nasdaq: ONCT), a clinical-stage biopharmaceutical company focused on the development of novel oncology therapies, reported that interim clinical data from the ongoing Phase 1/2 Study CIRM-0001 will be presented in an Oral Session at the American Society of Hematology (ASH) (Free ASH Whitepaper) Annual Meeting and Exposition taking place on December 10-13, 2022, in New Orleans, Louisiana (Press release, Oncternal Therapeutics, NOV 4, 2022, View Source [SID1234623129]). In the CIRM-0001 study, zilovertamab, an investigational anti-ROR1 monoclonal antibody, is being evaluated in combination with ibrutinib in patients with mantle cell lymphoma (MCL), chronic lymphocytic leukemia (CLL) and in a recently opened cohort for patients with marginal zone lymphoma (MZL). The clinical trial is being conducted in collaboration with the University of California San Diego (UC San Diego) and has been partially funded by the California Institute for Regenerative Medicine (CIRM).

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The interim clinical data has been accepted for an oral presentation during the Mantle Cell, Follicular, and Other Indolent B Cell Lymphomas: Clinical and Epidemiological III session on Saturday, December 10, 2022 as part of the ASH (Free ASH Whitepaper) 2022 Annual Meeting. ASH (Free ASH Whitepaper) abstracts were released today, and more recent data updates will be available at the time of the presentation.

Poster Title: Phase 1/2 Study of Zilovertamab and Ibrutinib in Mantle Cell Lymphoma (MCL), Chronic Lymphocytic Leukemia (CLL), or Marginal Zone Lymphoma (MZL)
Publication Number: 232
Session Name: Mantle Cell, Follicular, and Other Indolent B Cell Lymphomas: Clinical and Epidemiological III
Room: Ernest N. Morial Convention Center, New Orleans Theater C
Presenter: Hun Ju Lee, MD, Department of Lymphoma & Myeloma at the University of Texas MD Anderson Cancer Center
Session Date and Time: December 10, 2022 from 2:00-3:30 pm CST; CIRM-0001 presentation being held at 2:45 pm CST

On November 4, 2022 Rain Therapeutics Inc. (the "Company") Presented an updated corporate presentation (Presentation, Rain Therapeutics, NOV 4, 2022, View Source [SID1234623116]).

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On November 4, 2022 Hepion Pharmaceuticals, Inc. (NASDAQ:HEPA), a clinical stage biopharmaceutical company focused on Artificial Intelligence ("AI")-driven therapeutic drug development for the treatment of fibrotic diseases, including non-alcoholic steatohepatitis ("NASH"), hepatocellular carcinoma ("HCC"), and other chronic diseases, reported that it has entered into a securities purchase agreement with certain institutional investors to purchase 1,900,000 shares of Series F convertible redeemable preferred stock and 100,000 shares of Series G convertible redeemable preferred stock (Press release, Hepion Pharmaceuticals, NOV 4, 2022, View Source [SID1234623115]). Each share of Series F and Series G preferred stock has a purchase price of $9.50, representing an original issue discount of 5% of the $10.00 stated value of each share. Each share of Series F and Series G preferred stock is convertible into shares of the Company’s common stock at an initial conversion price of $1.00 per share. Shares of the Series F and Series G preferred stock are convertible at the option of the holder at any time following the Company’s receipt of stockholder approval of a reverse stock split of the company’s common stock that is effected by the company’s filing of the amendment with and acceptance by the Secretary of State of the State of Delaware. The Company and the holders of the Series F and Series G preferred stock also entered into a registration rights agreement to register the resale of the shares of common stock issuable upon conversion of the Series F and Series G preferred stock. Total gross proceeds from the offerings, before deducting discounts, placement agent’s fees and other estimated offering expenses, is $20.0 million.

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The Series F and Series G preferred stock permits the holders thereof to vote together with the holders of the Company’s common stock on a proposal to effectuate a reverse stock split of the company’s common stock. The Series G preferred stock permits the holder to cast 100,000 votes per share of Series G preferred stock on such proposal, provided, that such votes must be cast in the same proportions as the shares of common stock and Series F preferred stock are voted on that proposal (excluding any shares of common stock that are not voted on the proposal). Except as required by law or expressly provided by the certificates of designation, holders of the Series F and Series G preferred stock will not be permitted to vote on any other matters. The holders of the Series F and Series G preferred stock agreed not to transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of their shares of preferred stock until after the receipt of stockholder approval of the reverse stock split.

The holders of the Series F and Series G 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 during the period commencing on the earlier of (i) receipt of stockholder approval of the reverse stock split and (ii) the date that is 60 days after the closing of the offering and ending 90 days after the closing of the offering. The Company has the option to redeem the Series F and Series G preferred stock for cash at 105% of the stated value at any time following receipt of stockholder approval of the reverse stock split, subject to the holders’ rights to convert the shares prior to a redemption at the option of the Company.

The closing of the offering is expected to occur on or about November 7, 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").

A.G.P./Alliance Global Partners is acting as the exclusive placement agent in connection with the offering.

The Series F and Series G preferred stock and shares of common stock into which these preferred shares are convertible are being issued in reliance upon the exemption from the securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act") and/or Rule 506 of Regulation D as promulgated by SEC under the 1933 Act.

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