On January 17, 2023 Elicio Therapeutics, a privately-held, clinical-stage biotechnology company developing a pipeline of novel immunotherapies for the treatment of cancer and other diseases, reported that it has entered into a definitive merger agreement with Angion Biomedica Corp (NASDAQ:ANGN) under which Elicio will merge with a wholly-owned subsidiary of Angion in an all-stock transaction (Press release, Elicio Therapeutics, JAN 17, 2023, View Source [SID1234626288]). The combined company will continue under the Elicio Therapeutics name and will focus on advancing Elicio’s proprietary lymph node-targeting Amphiphile (AMP) technology to develop immunotherapies, with a focus on ELI-002, a therapeutic cancer vaccine targeting mKRAS-driven tumors.

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"The merger with Angion comes at an ideal time with ELI-002 now completing the dose escalation portion of Phase 1 clinical studies in patients. We believe Elicio is at the forefront of changing the tide regarding how cancers with these mutations, which account for 25% of human solid tumors, are treated," said Robert Connelly, Chief Executive Officer of Elicio. "We believe this merger reflects the strength of the ELI-002 program, our pipeline, and the value-creating potential of our lymph node-targeting approach to treating cancer and other diseases by engaging lymph nodes, the ‘schoolhouse’ of the immune system."

"We are delighted to announce the proposed merger with Elicio Therapeutics," said Jay Venkatesan, MD, MBA, President and Chief Executive Officer of Angion. "The Angion team reviewed in detail numerous strategic alternatives for creating shareholder value, and this transaction with Elicio was the clear choice. We see tremendous potential in the AMP platform and ELI-002, right at a time when the oncology community is rediscovering the value of cancer vaccines. We believe this merger will provide Angion shareholders the opportunity to meaningfully participate in a company treating cancer patients in an innovative way."

The combined company will work to advance ELI-002, a therapeutic cancer vaccine designed with Elicio’s proprietary lymph node-targeting AMP technology. ELI-002 is being evaluated in the AMPLIFY-201 Phase 1 trial (NCT04853017) in patients who have mKRAS-driven tumors including pancreatic ductal adenocarcinoma and colorectal cancer. AMPLIFY-201 has recently completed enrollment of initial subjects at the final level in the dose escalation, with an additional Phase 1b/2 trial planned for the second half of 2023.

About the Transaction

Under the terms of the merger agreement, pending stockholder approval of the transaction, Elicio will merge with a wholly-owned subsidiary of Angion, and stockholders of Elicio will receive newly issued shares of Angion common stock.

Current Angion stockholders are expected to own approximately 34.5% of the newly combined company while Elicio stockholders will own 65.5% of the newly combined company, in each case on a fully diluted basis. The final percentage of the combined company owned by Elicio stockholders and Angion stockholders upon completion of the merger may be subject to certain adjustments, including potential adjustments based on Angion’s net cash balance upon deal completion.

The proposed transaction has been unanimously approved by the boards of directors of both companies and is expected to close in the second quarter of 2023, subject to customary closing conditions.

Concurrent with the execution of the merger agreement, Angion committed up to $10 million in a bridge loan to Elicio, to be made in two installments, subject to certain conditions.

Following the merger, the executive team of Elicio will serve as the executive team of the combined company, led by Robert Connelly as Chief Executive Officer. The board of directors will be comprised of nine directors including Mr. Connelly and Angion’s current President and Chief Executive Officer, Jay Venkatesan, MD, MBA. Upon completion of the transaction, the combined company will operate under the Elicio Therapeutics name, and the combined company’s common stock is expected to trade on the Nasdaq Global Market under the ticker symbol "ELTX". The corporate headquarters will be in Boston, Massachusetts.

Oppenheimer & Co., Inc is serving as a financial advisor and Cooley LLP is providing legal counsel to Angion. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. and Goulston & Storrs PC are legal counsel to Elicio.

Conference Call

The Elicio and Angion management teams will host a conference call on Wednesday, January 18, 2023, at 8:00 am Eastern Time to discuss the merger. A live webcast of the conference call can be accessed at the "Events & Presentations" page on the Angion website at View Source A replay will be available on the Angion website at the same link shortly after conclusion of the event.

On January 17, 2023 CytomX Therapeutics, Inc. (Nasdaq: CTMX), a leader in the field of conditionally activated, localized biologics, reported that Sean McCarthy, D.Phil., president, chief executive officer, and chairman, will present at the B. Riley Securities Virtual Annual Oncology Investor Conference on Thursday, January 19, 2023 at 2:30 p.m. ET (Press release, CytomX Therapeutics, JAN 17, 2023, View Source [SID1234626287]).

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A live webcast of the presentation will be available on the Events and Presentations page of CytomX’s website at www.cytomx.com. An archived replay will be available for 30 days following the event. In addition, management will be available for one-on-one meetings with investors who are registered to attend the conference.

On January 17, 2023 – Lonza, a global manufacturing partner to the pharma, biotech and nutrition industries, reported two new collaborations with McSAF and Cristal Therapeutics to expand its bioconjugates offering (Press release, Cristal Therapeutics, JAN 17, 2023, View Source [SID1234626286]).

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The collaborations will enable the integration of two novel conjugation platforms, McSAF Inside and CliCr, into the Lonza Bioconjugation Toolbox. The Lonza Bioconjugation Toolbox comprises a range of tailored solutions for the technology selection, development and manufacturing of bioconjugates to advance the development of novel bioconjugate-based therapies.

Cristal Therapeutic CliCr technology is a novel class of versatile and highly reactive bioorthogonal reagents that supports the straightforward and highly-efficient generation of a large range of bioconjugates. The CliCr technology relies on metal-free click chemistry and provides improved yields and broad applicability compatible with biochemically-relevant reaction conditions.

McSAF Inside Technology allows for the fast and efficient generation of homogeneous and stable antibodydrug conjugates (ADCs) from native antibodies. The technology relies on a set of unique reagents for the sitespecific conjugation of a linker-payload to previously reduced interchain cysteines of a native antibody. Compared to conventional methods, McSAF Inside produces ADCs of high purity and stability and can support novel bioconjugates, based on antibody fragments or other therapeutic proteins that contain an accessible disulfide bond.

Through the new agreements, Cristal Therapeutics and McSAF will gain access to Lonza’s integrated bioconjugates offering and will be able to leverage Lonza’s expertise in developing and manufacturing bioconjugates. At the same time, the collaborations build additional capabilities into Lonza’s service portfolio, furthering the development of an end-to-end bioconjugates offering that can support customers in overcoming a range of development and manufacturing challenges.

Iwan Bertholjotti, Senior Director Commercial Development, Bioconjugates, Lonza, commented: "CliCr and McSAF Inside are great additions to the Lonza Bioconjugation Toolbox, allowing us to extend our portfolio of technologies for drug developers involved in developing novel bioconjugates/ADCs. These collaborations are creating a unique industry network to facilitate the development of novel bioconjugates with potential to treat life-threatening diseases.

" Marie-Claude Viaud-Massuard, Co-Founder and Chief Scientific Officer, McSAF said: "The robustness, scalability and broad compatibility of McSAF’s technology enabled a successful transfer to the Lonza team. Choosing McSAF’s technology provides a high degree of flexibility, allowing the combination of multiple proteins and linker-payloads in order to optimize and select the best candidate. In addition, customers will mitigate the risk associated with CMC stages through Lonza’s expertise and their understanding of McSAF know-how."

Werner Cautreels, CEO, Cristal Therapeutics added: "CliCr is a powerful metal-free click chemistry technology for the life science industry which offers shorter reaction times and greater yields and hence attractive CoG than comparative reagents on the market. Our collaboration with Lonza will help to extend the impact of this innovative technology for use in straightforward bioconjugation in a plethora of important applications in therapeutic or diagnostic products. "

On January 17, 2023 Checkpoint Therapeutics, Inc. ("Checkpoint") (Nasdaq: CKPT), a clinical-stage immunotherapy and targeted oncology company, reported that James Oliviero, President and Chief Executive Officer, will participate in a fireside chat at the B. Riley Securities’ 3rd Annual Oncology Conference, taking place on Wednesday, January 18, 2023, at 11:00 a.m. EST (Press release, Checkpoint Therapeutics, JAN 17, 2023, View Source [SID1234626285]).

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For more information and to register for the conference, please click here. A replay of the fireside chat will also be available on the registration link after the meeting.

On january 17, 2023 Cellectis (Euronext Growth: ALCLS – Nasdaq: CLLS), a clinical-stage biotechnology company using its gene editing platform to deliver life-saving cell and gene therapies, reported that Cibus Global LLC, a Delaware limited liability company ("Cibus"), and Calyxt, Inc. (NASDAQ: CLXT) ("Calyxt"), reported that Calyxt and Calypso Merger Subsidiary, LLC, a Delaware limited liability company and wholly-owned subsidiary of Calyxt, entered into an Agreement and Plan of Merger with Cibus and certain other parties named therein (the "Merger Agreement"), pursuant to which, subject to the terms and conditions thereof, Calyxt and Cibus will merge in an all-stock transaction (Press release, Cellectis, JAN 17, 2023, View Source [SID1234626284]).

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The transaction combines two companies in agriculture-based gene editing, with facilities for trait development and next-generation plant breeding.

Cellectis currently holds a 49.1 % equity interest in Calyxt. Following the closing of the merger, Cellectis is expected to own approximately 2.5% of the equity interests of the combined company. In connection with the Merger Agreement, Cellectis executed a voting agreement with Cibus to vote in favor of and approve all the transactions contemplated by the Merger Agreement, subject to the terms and conditions thereof.

The closing of the transaction is subject to the approval of Calyxt’s stockholders, the approval of Cibus’ members, the receipt of required regulatory approvals (to the extent applicable) and satisfaction of other customary closing conditions. In connection with the transaction, Calyxt will file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission, registering the issuance of the shares of common stock to be issued as merger consideration. The closing of the transaction is currently expected to occur in the second quarter of 2023.