On February 7, 2020, Inovio Pharmaceuticals, Inc. (the "Company") reported that it entered into an amendment (the "Amendment") to the At-The-Market Equity Offering Sales Agreement dated May 25, 2018 (as amended, the "Sales Agreement") with Stifel, Nicolaus & Company, Incorporated ("Stifel"), which amendment increases the amount of Company common stock, par value $0.001 per share (the "Common Stock"), that can be sold by the Company through Stifel as its sales agent under the Sales Agreement from an aggregate offering price of up to $100,000,000 to an aggregate offering price of up to $200,000,000 (Filing, 8-K, Inovio, FEB 7, 2020, View Source [SID1234554048]).

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Pursuant to the Sales Agreement, sales of the Common Stock, if any, will be made under the Company’s previously filed and effective Registration Statement on Form S-3 (File No. 333- 225233) and an applicable prospectus supplement, by any method that is deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Since September 30, 2019 the Company has sold approximately $68.3 million of its common stock pursuant to the Agreement and since May 25, 2018 has sold $100 million of its common stock pursuant to the Agreement.

The Sales Agreement is attached or incorporated by reference to this Current Report on Form 8-K as Exhibits 1.1 and 1.2 and is incorporated herein by reference. The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the exhibits attached hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

On February 7, 2020, Syndax Pharmaceuticals, Inc. (the "Company") reported that it has entered into a loan and security agreement (the "Loan Agreement") with Hercules Capital, Inc. ("Hercules"), which provided for aggregate maximum borrowings of up to $30.0 million, consisting of (i) a term loan of up to $20.0 million, which was funded on February 7, 2020, and (ii) subject to Hercules’ investment committee approval, an additional term loan of up to $10.0 million, available for borrowing from February 7, 2020 to December 15, 2020 (the "Tranche 2 Advance") (Filing, 8-K, Syndax, FEB 7, 2020, View Source [SID1234554092]). Borrowings under the Loan Agreement bear interest at an annual rate equal to the greater of (i) 9.5% or (ii) 5.10% plus the Wall Street Journal prime rate.

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Borrowings under the Loan Agreement are repayable in monthly interest-only payments through October 1, 2021, or April 1, 2022 if the Phase 3 clinical trial of entinostat (E2112) in patients with advanced hormone receptor positive, human epidermal growth factor receptor 2 negative, breast cancer has achieved the primary efficacy endpoint sufficient to file an NDA as the next step in clinical development ("Performance Milestone"). After the interest-only payment period, borrowings under the Loan Agreement are repayable in equal monthly payments of principal and accrued interest until the maturity date of the loan, which is either (i) September 1, 2023, or (ii) March 1, 2024 upon achievement of the Performance Milestone (the "Maturity Date"). At the Company’s option, the Company may prepay all, but not less than all, of the outstanding borrowings, subject to a prepayment premium equal to (i) 2.0% of the principal amount outstanding if the prepayment occurs during the first year following the applicable loan being funded, (ii) 1.5% of the principal amount outstanding if the prepayment occurs during the second year following the applicable loan being funded, and (iii) 1.0% of the principal amount outstanding at any time thereafter but prior to the Maturity Date. In addition, the Company paid a $100,000 facility charge upon closing and will pay a $50,000 facility charge in connection with the Tranche 2 Advance. The Loan Agreement also provides for a final payment, payable upon maturity or the repayment in full of all obligations under the agreement, of up to $998,000.

Borrowings under the Loan Agreement are collateralized by substantially all of the Company’s and its subsidiaries personal property and other assets, other than its intellectual property. The Loan Agreement includes a minimum cash covenant of $12.5 million that applies commencing on September 30, 2020, subject to reduction upon satisfaction of certain conditions as set forth in the Loan Agreement. In addition, the Loan Agreement includes customary affirmative and restrictive covenants and representations and warranties, including a covenant against the occurrence of a "change in control," financial reporting obligations, and certain limitations on indebtedness, liens (including a negative pledge on intellectual property and other assets), investments, distributions (including dividends), collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, and deposit accounts. The Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants following any applicable cure period, the occurrence of certain events that could reasonably be expected to have a "material adverse effect" as set forth in the Loan Agreement, cross acceleration to third-party indebtedness and certain events relating to bankruptcy or insolvency. Upon the occurrence of an event of default, a default interest rate of an additional 5.0% may be applied to the outstanding principal balance, and Hercules may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement.

On February 7, 2020 Eli Lilly and Company (NYSE: LLY) reported that it will participate in the Guggenheim Healthcare Talks Idea Forum on Thursday, February 13, 2020 (Press release, Eli Lilly, FEB 7, 2020, View Source [SID1234554032]). Jacob Van Naarden, chief operating officer for Loxo Oncology at Lilly; Eric Dozier, vice president, Lilly Oncology North America; and Maura Dickler, M.D., vice president, oncology late phase development, will participate in a fireside chat at 1:00 p.m., Eastern Time.

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A live audio webcast will be available on the "Webcasts & Presentations" section of Lilly’s Investor website at View Source A replay of the presentation will be available on this same website for approximately 90 days.

On February 7, 2020, Integra LifeSciences Holdings Corporation ("Integra") reported that it completed a private unregistered offering of $575 million aggregate principal amount of its 0.50% Convertible Notes due 2025 (the "Notes"), which amount includes the full exercise of the initial purchasers’ option to purchase additional Notes (Filing, 8-K, Integra LifeSciences, FEB 7, 2020, View Source [SID1234554049]).

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The net proceeds from this offering were approximately $558.4 million, after deducting the initial purchasers’ discounts and commissions and the estimated offering expenses payable by Integra. Integra used approximately $59.7 million of the net proceeds to pay the cost of the convertible note hedge transactions described below (after such cost was partially offset by the proceeds to Integra from the warrant transactions described below).

Integra used $100 million of the net proceeds from this offering to repurchase shares of Integra’s common stock, par value $0.01 per share ("Common Stock"), including approximately $7.6 million from certain purchasers of Notes in privately negotiated transactions effected through one of the initial purchasers as Integra’s agent concurrently with the completion of this offering and approximately $92.4 million through an accelerated share repurchase program, which Integra entered into with JPMorgan Chase Bank, National Association, New York branch on February 5, 2020, as described below. Integra expects to use the remainder of the net proceeds for general corporate purposes, which may include repayment of a portion of the indebtedness under Integra’s senior credit facility.

On February 7, 2020 An innovative approach to tackling the challenges of pediatric sarcomas is being pursued by researchers at St. Jude Children’s Research Hospital (Memphis, Tennessee) with a new grant from Alliance for Cancer Gene Therapy (ACGT) (Press release, ACGT Alliance For Cancer Gene Therapy, FEB 7, 2020, View Source [SID1234554033]).

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The $500,000 ACGT grant supports Stephen Gottschalk, MD, chair of Bone Marrow Transplantation and Cellular Therapy at St. Jude’s, in exploring the use of genetically engineered immune cells to attack pediatric sarcoma. Dr. Gottschalk and his team target not only the cancer, but the blood vessels supporting tumor growth. Dr. Gottschalk has conducted more than 25 previous clinical trials and most recently worked on gene therapies for treating infants with the "bubble boy" disease.

"There is an urgent need to develop meaningful treatments for children with solid tumors," says Kevin Honeycutt, CEO and president of ACGT. "Dr. Gottschalk’s research combines state-of-the-art technologies and methodologies to attack two targeted gene proteins found in pediatric sarcomas. The members of the ACGT Scientific Advisory Council are enthusiastic about Dr. Gottschalk’s vision and very promising preliminary data."

"Pediatric sarcoma, which comes back after initial therapy or is present at multiple sites, is difficult to treat even with the most aggressive, currently available therapies," noted Dr. Gottschalk. "Because Sarcomas are a relatively uncommon group of cancers, accounting for about 15 percent of childhood cancers, improving outcomes has been challenging. This ACGT grant enables me to further investigate how we can leverage different proteins to attack not only abnormal sarcoma cells but also the blood vessels that provide nutrients to tumors. We’ve seen this approach work in mice. Given the resources from ACGT, we can move ahead much faster to complete all the preclinical studies that are needed to evaluate our approach in the clinic."

Dr. Savio Woo, chairman emeritus of the ACGT Scientific Advisory Council and recently retired from the Icahn School of Medicine at Mount Sinai (New York, New York), dedicated his career to the pursuit of fundamental science and technology development in gene and cell therapy, and translating those laboratory advances into direct patient benefit. Dr. Gottschalk, who did a post-doctoral session with Dr. Woo from 1992 to 1995, acknowledges that it was Dr. Woo’s commitment to ACGT that drove his quest to secure a grant from the organization.

"Being connected to the organization that Dr. Savio Woo helped direct on the scientific side, is a great honor," said Dr. Gottschalk.

To learn more about Alliance for Cancer Gene Therapy (ACGT), visit acgtfoundation.org, call 203-358-5055, or join the ACGT community on Facebook, Twitter, Instagram and YouTube. To learn more about St. Jude Children’s Research Hospital, visit stjude.org or follow St. Jude on social media at @stjuderesearch.