On April 18, 2023 Athersys, Inc. (the "Company") entered into a securities purchase agreement with each purchaser identified on the signature pages thereto (the "Purchase Agreement"), pursuant to which the Company agreed to issue and sell, in a public offering, (i) an aggregate of 2,315,000 shares (the "Shares") of the Company’s common stock, par value $0.001 per share (the "Common Stock") and (ii) pre-funded warrants (the "Pre-Funded Warrants") exercisable for an aggregate of 1,370,000 shares of Common Stock (the "Pre-Funded Warrant Shares"), together with warrants (the "Common Warrants" and, collectively with the Pre-Funded Warrants, the "Warrants") exercisable for an aggregate of 3,685,000 shares of Common Stock (collectively with the Pre-Funded Warrant Shares, the "Warrant Shares") in a private placement (the "Offering"), in combinations of one Share or one Pre-Funded Warrant and one Common Warrant for a combined purchase price of $1.00 (less $0.0001 for each Pre-Funded Warrant) (Filing, 8-K, Athersys, APR 18, 2023, View Source [SID1234630226]). Subject to certain ownership limitations, the Pre-Funded Warrants are exercisable upon issuance, and the Common Warrants are exercisable upon the six-month anniversary of issuance. Each Pre-Funded Warrant is exercisable for one share of Common Stock at a price per share of $0.0001 (as adjusted from time to time in accordance with the terms thereof) and does not expire. Each Common Warrant is exercisable into one share of Common Stock at a price per share of $0.96 (as adjusted from time to time in accordance with the terms thereof) for a seven-year period after the six-month anniversary of the date of issuance. The Offering is expected to close on or about April 19, 2023, subject to customary closing conditions.

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The Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares were offered and sold pursuant to a base prospectus, dated April 13, 2023, and a prospectus supplement, dated April 19, 2023, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (Registration No. 333-264724).

Placement Agency Agreement

On April 18, 2023, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with A.G.P./Alliance Global Partners ("A.G.P."), pursuant to which A.G.P. agreed to serve as exclusive placement agent for the issuance and sale of the Shares and Warrants. The Company has agreed to pay A.G.P. an aggregate cash fee equal to 6.5% of the gross proceeds received by the Company from the sale of the securities in the Offering. Pursuant to the Placement Agency Agreement, the Company also agreed to reimburse A.G.P. $65,000 for fees and expenses of legal counsel and other out-of-pocket expenses. The Placement Agency Agreement has indemnity and other customary provisions for transactions of this nature. A copy of the Placement Agency Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

The foregoing description of the Purchase Agreement, the Warrants and the Placement Agency Agreement are not complete and are qualified in their entirety by references to the full text of the Form of Purchase Agreement, the Form of Pre-Funded Warrant, the Form of Common Warrant and the Placement Agency Agreement, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.
A copy of the opinion of Jones Day relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

On April 18, 2023 Ashvattha Therapeutics ("Ashvattha"), a clinical-stage company advancing a new class of nanomedicine therapeutics that transverse tissue barriers to selectively target activated cells in regions of inflammation, reported preclinical data showing its potent macrophage switching nanomedicine, D-4559, reduces tumor growth in a mouse model of hepatocellular carcinoma (HCC) (Press release, Ashvattha Therapeutics, APR 18, 2023, View Source [SID1234630225]). The data was presented in a poster at the American Association for Cancer Research (AACR) (Free AACR Whitepaper) annual meeting taking place at the Orange County Convention Center in Orlando, Florida from April 14th through 19th.

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D-4559 is a new class of tyrosine kinase inhibitors referred to as Dendranibs, which specifically target activated macrophages and microglia in regions of inflammation. D-4559 is designed using the sorafenib backbone to selectively inhibit VEGFR tyrosine kinases in tumor associated macrophages (TAMs) leading to a functional reprogramming of TAMs toward a pro-inflammatory activated phenotype, allowing the immune system to better eliminate cancerous cells.

"We have combined the selectivity of our precision nanomedicine therapeutics with the ability to modulate the state of TAMs creating a unique approach to fighting cancer," said Jeff Cleland, CEO and chairman of Ashvattha Therapeutics. "We have observed with our other novel dendranib (D-4517.2) the ability to avoid the side effects of typical tyrosine kinase inhibitors. D-4559 offers an approach to safely creating a pro-inflammatory tumor microenvironment potentially improving anti-tumor immune response."

Key details and takeaways from the poster presentation include:

In vivo efficacy of D-4559 was examined in the subcutaneous Hepa 1-6 liver tumor mouse model and compared with sorafenib, a tyrosine kinase inhibitor used to treat kidney and liver cancers
D-4559 creates a pro-inflammatory tumor microenvironment which significantly reduced tumor growth when compared to vehicle-treated control group
D-4559-treated mice demonstrated a significantly greater M1:M2 TAM ratio compared to sorafenib-treated mice
D-4559 significantly increased plasma TNF-α and IL-8 cytokines, which has been correlated with better survival in patients with liver cancer

On April 18, 2023 Ariceum Therapeutics (Ariceum), a private biotech company developing radiopharmaceutical products for the diagnosis and treatment of certain hard-to-treat cancers, reported the successful completion of a Series A extension financing, raising a further EUR 22.75 million, following the EUR 25 million Series A financing announced in June 2022 (Press release, Ariceum Therapeutics, APR 18, 2023, View Source [SID1234630224]). The financing was co-led by new investors Andera Partners and Earlybird Venture Capital, with participation from existing investor Pureos Bioventures, now doubling its original investment in the Company. As part of the investment, Olivier Litzka, Partner at Andera Partners, and Christoph Massner, Principal at Earlybird, will join the Ariceum Board of Directors.

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Ariceum intends to use the proceeds from the financing to advance its clinical pipeline and to further build the Company focusing on its lead asset and proprietary peptide derivative, Satoreotide, as well as building a pipeline of further projects.

Satoreotide is a radiopharmaceutical drug and an antagonist of the somatostatin type 2 (SST2) receptor which is overexpressed in many cancers, including certain neuroendocrine and other aggressive, hard-to-treat cancers with poor prognoses such as small cell lung cancer (SCLC). Ariceum aims to use satoreotide as a ‘theranostic’ for both the diagnosis and treatment of tumours expressing the SST2 receptor. Satoreotide is in early clinical development and, as of today, has been administered to more than 100 patients including more than 150 therapeutic administrations in different indications.

Manfred Rüdiger, PhD, Chief Executive Officer of Ariceum Therapeutics, said: "As we continue to make promising progress at Ariceum, the new funds will allow us to advance our clinical pipeline of diagnosis, monitoring and precision treatments to improve the lives of those facing very challenging cancers. The additional investment is a strong endorsement of our targeted radiotherapy product and reflects the opportunity that radiopharmaceutical drugs offer in visualizing and treating cancer. We are very pleased to welcome both Andera Partners and Earlybird Venture Capital to our investment syndicate and would like to thank our existing investors for their continued support."

Olivier Litzka, PhD, Partner of Andera Partners, remarked: "At Andera we have been following the radiopharmaceuticals space for some time, looking for an opportunity to support a compelling project. As a result, we are now very happy to be able to back the talented and experienced team of Ariceum with a first clinical project centered around a meaningful disease application in Small Cell Lung Cancer. It is great to support the company in its bold ambition to build a pipeline of radiopharma projects through deals and partnerships. We are also joining an already powerful board of experts and strong European VCs. Altogether, we believe these are solid grounds to build a leading biotech company in the radiopharmaceuticals field."

Christoph Massner, PhD, Principal of Earlybird Venture Capital, commented: "We are delighted to support Ariceum as it advances its proprietary clinical programs to address aggressive cancers with a poor prognosis. Earlybird is especially excited about Ariceum’s ability to stratify patients for treatment via its theranostics approach. This will provide the best possible patient outcomes and attractive health economics. I look forward to working with Ariceum’s experienced management team and strong investor base as it enters its next development stage.

On April 18, 2023 Alligator Bioscience (Nasdaq Stockholm: ATORX) reported that the company presented a poster on ATOR-4066, a Neo-X-Prime bispecific antibody (bsAb), at the American Association for Cancer Research (AACR) (Free AACR Whitepaper) Annual Meeting, taking place April 14-19, 2023, in Orlando, Florida (Press release, Alligator Bioscience, APR 18, 2023, View Source [SID1234630223]).

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The presentation, entitled "ATOR-4066, a Neo-X-Prime bispecific antibody targeting CD40 and CEA, activates myeloid cells in primary human tumors in vitro and induces anti-tumor immunity in vivo", highlights how ATOR-4066 has the potential to induce strong anti-tumor responses in patients with carcinoembryonic antigen 5 (CEACAM5)-expressing tumors.

CEACAM5, a well described clinical target for cancer therapy, is a glycoprotein that is overexpressed on the cell surface of many cancers including colorectal, gastric, pancreatic, and non-small cell lung cancer, with limited expression in normal adult tissue. Thus, it is an ideal target for a tumor-directed bispecific conditional CD40 agonist like ATOR-4066.

The data demonstrate CEACAM5 expression in relevant indications and how ATOR-4066 induces:

CEACAM5-conditional CD40-activation of tumor-infiltrating immune cells in patient-derived dissociated tumor samples from indications with high CEACAM5 expression, including colorectal and gastric cancer
co-localization of CEACAM5-expressing tumor debris and CD40-expressing antigen presenting cells
strong in vivo anti-tumor efficacy and induction of immunological memory
"We are excited to be presenting new data from our novel Neo-X-Prime approach at this year’s AACR (Free AACR Whitepaper) meeting," said Søren Bregenholt, CEO of Alligator Bioscience. "We have already shown that simultaneously targeting CD40 and tumor associated antigens leads to superior anti-tumor immunity. These new data further demonstrate the ability of ATOR-4066 to remodel the immune microenvironment and, as it continues to show great potential in inducing strong anti-tumor responses in CEACAM5-expressing tumors, we remain committed to advancing ATOR-4066 towards the clinic."
Poster Presentation Details
Abstract Number: 2939
Title: ATOR-4066, a Neo-X-Primebispecific antibody targeting CD40 and CEO, activates myeloid cells in primary human tumors in vitro and induces anti-tumor immunity in vivo
Date/Time: Monday 17 April, 2023, 1.30 – 5.00 pm EDT
Session: PO.IM01.12 – Therapeutic Antibodies 2
Presenter: Anette Sundstedt, Principal Scientist, Alligator Bioscience
Location: Orange County Convention Center, Poster Section 23, Poster Board 2939

On April 18, 2023 Alkermes plc (Nasdaq: ALKS) reported that it has submitted a confidential draft Form 10 registration statement to the United States Securities and Exchange Commission in connection with the previously announced planned separation of the company’s oncology business into an independent, publicly-traded company (Oncology Co.) (Press release, Alkermes, APR 18, 2023, View Source [SID1234630222]). The company continues to expect to complete the separation in the second half of 2023.

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As announced in November 2022, Alkermes’ Board of Directors (the Board) unanimously approved the exploration of separating the company’s neuroscience business and oncology business. The planned separation is part of a strategic process commenced by the Board to unlock shareholder value through a sharpened strategic focus, simplified capital allocation decision-making, and distinctive investment profiles for each business.

The planned separation would allow Alkermes to maintain its focus on researching, developing and commercializing therapies for people living with complex neurological conditions and is expected to accelerate and enhance the profitability of the remaining neuroscience business. Oncology Co. would focus on the discovery and development of cancer therapies, including continued development of nemvaleukin alfa, which is currently in potential registration-enabling studies in two tumor types. In addition to the submission of the draft Form 10 registration statement, Alkermes continues to make progress on other elements of the planned separation and will disclose further details regarding Oncology Co. at a future date.

Completion of the planned separation is subject to various customary conditions, including final approval of the Board. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

To support the separation, Alkermes has retained Morgan Stanley and BofA Securities as financial advisers, and Goodwin Procter LLP and Arthur Cox as its legal counsel.