On October 17, 2023 Ultragenyx Pharmaceutical Inc. (NASDAQ: RARE), a biopharmaceutical company focused on the development and commercialization of novel therapies for rare and ultrarare diseases, reported that it has commenced an underwritten public offering of up to $300,000,000 of shares of its common stock (Press release, Ultragenyx Pharmaceutical, OCT 17, 2023, View Source [SID1234636077]). In addition, the company is expected to grant the underwriters of the offering an option for a period of 30 days to purchase up to an additional $45,000,000 of shares of common stock at the public offering price, less the underwriting discount.

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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. J.P. Morgan, Goldman Sachs & Co. LLC, BofA Securities and TD Cowen are acting as joint book-running managers for the offering.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission and became automatically effective on February 12, 2021. This offering is being made solely by means of a prospectus supplement and accompanying prospectus. When available, copies of the preliminary prospectus supplement and the accompanying prospectus related to the offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at 866-803-9204, or by email at prospectus- [email protected]; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing [email protected]; BofA Securities, NC1-002-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department, or by email at [email protected]; and Cowen and Company, LLC, 599 Lexington Avenue, New York, NY 10022, by email at [email protected] or by telephone at (833) 297-2926.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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.

On October 17, 2023 Thermo Fisher Scientific Inc. (NYSE: TMO) ("Thermo Fisher"), the world leader in serving science, and Olink Holding AB (publ) ("Olink") (Nasdaq: OLK), a leading provider of next-generation proteomics solutions, reported that their respective boards of directors have approved Thermo Fisher’s proposal to acquire Olink for $26.00 per common share in cash, representing $26.00 per American Depositary Share (ADS) in cash (Press release, Thermo Fisher Scientific, OCT 17, 2023, View Source [SID1234636076]). This represents a premium of approximately 74% to the closing price of Olink’s American Depositary Shares that trade on NASDAQ on October 16, 2023, the last trading day prior to the announcement of the transaction. Thermo Fisher will commence a tender offer to acquire all of the outstanding Olink common shares and all of the American Depositary Shares. The transaction values Olink at approximately $3.1 billion which includes net cash of approximately $143 million.

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Olink offers leading solutions for advanced proteomics discovery and development, enabling biopharmaceutical companies and leading academic researchers to gain an understanding of disease at the protein level rapidly and efficiently. Olink’s proprietary technology, Proximity Extension Assay (PEA), provides high throughput protein analysis for the very large installed base of qPCR and next-generation sequencing readout systems in the market. With a library of more than 5,300 validated protein biomarker targets, adoption of the technology has been very strong, leading to over 1,400 scientific publications. Headquartered in Sweden, Olink has operations in the Americas, Europe and Asia Pacific.

"The acquisition of Olink underscores the profound impact that proteomics is having as our customers continue to advance life science research and precision medicine," said Marc N. Casper, chairman, president and chief executive officer of Thermo Fisher. "Olink’s proven and transformative innovation is highly complementary to our leading mass spectrometry and life sciences platforms. Our company is uniquely positioned to bring this technology to customers enabling them to meaningfully accelerate discovery and scientific breakthroughs. We look forward to welcoming Olink’s colleagues to Thermo Fisher."

Jon Heimer, CEO of Olink said, "Olink is dedicated to improving the understanding of human biology by accelerating the use of next-generation proteomics and providing industry-leading data quality at unprecedented scale. Thermo Fisher’s deep life sciences expertise, global reach and proven operational excellence will enable significant opportunities for both customers and colleagues, while also providing immediate value to our shareholders."

The transaction, which is expected to be completed by mid-2024, is subject to customary closing conditions, including receipt of applicable regulatory approvals, and completion of the tender offer. As part of the transaction, Summa Equity AB, Olink’s largest shareholder and additional Olink shareholders and management, in aggregate holding more than 63% of Olink’s common shares, have entered into support agreements agreeing to tender into the tender offer. Thermo Fisher expects to fund the acquisition using cash on hand and debt financing. Upon completion, Olink will become part of Thermo Fisher’s Life Sciences Solutions segment.

Olink is on track to deliver over $200M of revenue in 2024 and, as part of Thermo Fisher, is expected to grow mid-teens organically. In the first full year of ownership, the transaction is expected to be dilutive to adjusted EPS1 by $0.17. Excluding financing costs and non-cash deal related equity compensation costs, the transaction is expected to be accretive by $0.10 in that period. Thermo Fisher expects to realize approximately $125 million of adjusted operating income1 from revenue and cost synergies by year five following close. The expected strong long-term business growth and synergy realization profile make the financial returns on the transaction very compelling.

Advisors

For Thermo Fisher, Cravath, Swaine & Moore LLP and Advokatfirman Vinge KB are serving as legal counsel. For Olink, J.P. Morgan Securities LLC is serving as lead financial advisor, Goldman Sachs Bank Europe SE, Sweden Bankfilial is serving as financial advisor and Baker & McKenzie is serving as legal counsel.

On October 17, 2023 Sonnet BioTherapeutics Holdings, Inc. (NASDAQ:SONN) ("Sonnet" or the "Company"), a biopharmaceutical company developing innovative targeted biologic drugs, reported that previously announced interim data from the SB101 clinical trial of the company’s proprietary Fully Human AlbuminBinding (FHAB) candidate, SON-1010 (IL12- FHAB), will be presented by Dr. Sant Chawla, a key opinion leader in the field of sarcoma research, at the upcoming Connective Tissue Oncology Society Annual Meeting 2023, which will be held November 1‑4, in Dublin, Ireland (Press release, Sonnet BioTherapeutics, OCT 17, 2023, View Source [SID1234636075]).

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"We are excited to be part of Sonnet’s first-in-human use of SON-1010 in the cancer setting that is being studied in the SB101 trial," said Sant Chawla, MD, Principal Investigator and Director of the Sarcoma Center in Santa Monica, California. "We believe using an albumin-binding domain to extend the PK and target IL-12 to the tumor microenvironment is an excellent way to modify the local immune response. We also believe the increased amount of the SPARC protein in sarcoma and other solid tumors provides an excellent mechanism for retention of SON-1010 where it can have the most impact."

Details of the abstractand poster presentation are as follows:

Title: Interim Analysis of a Phase 1 Study using IL12-FHAB with Optimized Pharmacokinetics

Abstract Number: 1566754

Session: Immunology-Immunotherapy

Presentation Type: Poster

Time: Posters to be displayed during the entire conference. A poster reception will be held on November 2 from 5:30-6:30pm.

Location: The Convention Center, Dublin, Ireland

On October 17, 2023 SELLAS Life Sciences Group, Inc. (NASDAQ: SLS) ("SELLAS’’ or the "Company"), a late-stage clinical biopharmaceutical company focused on the development of novel therapies for a broad range of cancer indications, reported that the topline clinical data from the final analysis of the Phase 1/2 clinical trial of galinpepimut-S (GPS) in combination with pembrolizumab (Keytruda) in Wilms’ tumor-1 (WT1)-positive platinum-resistant ovarian cancer (NCT03761914) will be presented at an e-Poster session at the 2023 International Gynecologic Cancer Society (IGCS) Annual Global Meeting taking place November 5-7, 2023, in Seoul, South Korea (Press release, Sellas Life Sciences, OCT 17, 2023, View Source [SID1234636073]).

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The multicenter study was sponsored by SELLAS and conducted under a Clinical Trial Collaboration and Supply Agreement with Merck & Co., Inc., Rahway, N.J., USA (known as MSD outside the United States and Canada). Based on data in this e-Poster presentation, SELLAS is planning the submission of a full-length manuscript to a peer-reviewed journal during the first half of 2024.

Abstract Publication and Poster presentation details:

Title: Phase 1/2 study of galinpepimut-S plus pembrolizumab combination in patients with WT1+ platinum-resistant ovarian cancer in 2nd/3rd line of therapy.

Galinpepimut-S (GPS) is an HLA-unrestricted heteroclitic peptide vaccine against WT1, an antigen highly expressed in ovarian cancer. GPS has previously shown promising activity as maintenance therapy in combination with checkpoint blockade in patients with advanced ovarian cancer in 2nd/3rd remission. The clinical trial investigated the effects of GPS plus pembrolizumab in patients with measurable WT1+ platinum-resistant ovarian cancer relapsed after or refractory to 1st/2nd -or later- line of therapy.

Abstract Embargo Release Date and Time: The abstract reporting the key results of this study will become public today at 5 pm Korean Standard Time (4 am EDT US) and available for access via the IGCS 2023 website: View Source The abstract does not include follow-up assessments performed and further key outcomes which have been included in the e-Poster.

E-Poster Session Date and Time: The e-Poster for this study (# EP294) will be available for viewing to all registered delegates via the IGCS 2023 mobile application, IGCS 360 Educational Portal, and onsite (at the congress venue) at the e-Poster stations on November 5, 2023, at 8:30 am Korean Standard Time (November 4, 2023 at 7:30 pm EDT US) and throughout the duration of the meeting. The e-Poster is accompanied by a brief audio review of the data by the lead author.

Lead (Presenting) Author: Roisin E. O’Cearbhaill, M.D., Research Director, Gynecologic Medical Oncology Service; Clinical Director, Solid Tumor, Cellular Therapy Service; and Associate Attending Physician Memorial Sloan Kettering Cancer Center, New York, NY, USA.

On October 17, 2023 Purple Biotech Ltd. ("Purple Biotech" or "the Company") (NASDAQ/TASE: PPBT), a clinical-stage company developing first-in-class therapies that harness the power of the tumor microenvironment to overcome tumor immune evasion and drug resistance, reported that it has entered into a definitive agreement for the purchase and sale of 4,347,827 of the Company’s American Depositary Shares ("ADSs") (or ADS equivalents), each ADS representing 10 ordinary shares, at a purchase price of $1.15 per ADS (or ADS equivalent), in a registered direct offering (Press release, Purple Biotech, OCT 17, 2023, View Source [SID1234636072]). In addition, in a concurrent private placement, the Company will issue unregistered warrants to purchase up to 4,347,827 ADSs. The warrants will have an exercise price of $1.25 per ADS and will be immediately exercisable upon issuance for a period of five and one-half years. The closing of the offering is expected to occur on or about October 19, 2023, subject to the satisfaction of customary closing conditions.

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

The gross proceeds to the Company from the offering are expected to be approximately $5 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. Purple Biotech intends to use the net proceeds from the offering to fund the development of its oncology therapeutic candidates and for general working capital and corporate purposes.

The ADSs (or ADS equivalents) described above (but not the unregistered warrants and the ADSs issuable thereunder) are being offered by Purple Biotech pursuant to a "shelf" registration statement on Form F-3 (File No. 333-268710) previously filed with the Securities and Exchange Commission (the "SEC") on December 8, 2022 and declared effective by the SEC on May 22, 2023. The offering of the ADSs (or ADS equivalents) in the registered direct offering is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at View Source or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 865-5711 or e-mail at [email protected].

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the ADSs representing ordinary shares underlying such unregistered warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and the ADSs underlying the unregistered warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

In connection with the offering, the Company also has agreed to amend certain existing warrants to purchase up to an aggregate of 631,556 of the Company’s ADSs that were previously issued in June 2020 and June 2018 at exercise prices of $9.00 to $28.00 per ADS, respectively, such that effective upon the closing of the offering the amended warrants will have a reduced exercise price of $1.25 per ADS and will expire five and one-half years from the closing of the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, 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.