Entry into a Material Definitive Agreement

On January 2, 2020, Seelos Therapeutics, Inc. (the "Company") reported that it has entered into a stock purchase agreement (the "Stock Purchase Agreement") with Phoenixus AG f/k/a Vyera Pharmaceuticals AG ("Vyera"), pursuant to which the Company issued to Vyera 1,809,845 registered shares of the Company’s common stock (the "Shares") (Filing, 8-K, Apricus Biosciences, JAN 2, 2020, View Source [SID1234552678]). The Company entered into the Stock Purchase Agreement in accordance with that certain Asset Purchase Agreement, dated March 6, 2018, by and between Seelos Corporation, the Company’s wholly owned subsidiary ("STI"), and Vyera, as amended by that certain Amendment to Asset Purchase Agreement, dated as of May 18, 2018, by and between STI and Vyera, as amended by that certain Amendment No. 2 to Asset Purchase Agreement, dated as of December 31, 2018, by and between STI and Vyera, as amended by that certain Amendment No. 3 to Asset Purchase Agreement, dated as of October 15, 2019, by and between STI and Vyera (as amended, the "Asset Purchase Agreement"). Pursuant to the Asset Purchase Agreement, the Company acquired the assets of Vyera related to a product candidate currently referred to as SLS-002 (the "Vyera Assets"), along with liabilities related to the Vyera Assets. As partial consideration for the Vyera Assets, the Company agreed to issue the Shares pursuant to the Stock Purchase Agreement.

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The Shares are being issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-221285), as amended, which was declared effective by the Securities and Exchange Commission (the "SEC") on December 7, 2017, a base prospectus dated December 7, 2017 and a prospectus supplement dated January 2, 2020.

The Stock Purchase Agreement contains customary representations, warranties and covenants made by the Company.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Stock Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. A copy of the opinion of Brownstein Hyatt Farber Schreck, LLP, counsel to the Company, relating to the validity of the Shares is filed with this Current Report on Form 8-K as Exhibit 5.1.

The representations, warranties and covenants contained in the Stock Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Stock Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Stock Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Stock Purchase Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

WuXi Biologics Congratulates OncoImmune on FDA Clearance of IND Application for Next Generation anti-CTLA-4 Antibody ONC-392

On January 1, 2020 WuXi Biologics ("WuXi Bio") (2269.HK), a leading global open-access biologics technology platform company offering end-to-end solutions for biologics discovery, development and manufacturing, reported its partner OncoImmune on the U.S. Food and Drug Administration (FDA) clearance of Investigational New Drug (IND) for ONC-392, a novel, next generation anti-CTLA-4 antibody (Press release, WuXi Biologics, JAN 1, 2020, View Source [SID1234552645]).

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As part of the collaboration, WuXi Biologics provided comprehensive and integrated services for the ONC-392 program, including CMC development and GMP manufacturing of the drug substance and drug product, through its world-class development and manufacturing capacities and capabilities.

"It has been our great pleasure working with WuXi Biologics on our ONC-392 program. The clearance of ONC-392 IND by the FDA is an important milestone for OncoImmune," said Yang Liu, PhD, Founder and CEO of OncoImmune. "WuXi Biologics’ state-of-the-art and full-service biologics platform enabled us to complete a solid CMC package in support of our IND submission and clearance. We are excited about the potential of this next generation anti-CTLA-4 antibody with its novel and differentiated mechanism of action to improve therapeutic outcomes while significantly reducing toxicity."

"Congratulations to OncoImmune on reaching this milestone for the ONC-392 program. We are glad to enable OncoImmune to accelerate the development of biologics from DNA to IND," said Dr. Chris Chen, CEO of WuXi Biologics. "We wish the program a great success to benefit more patients suffering from cancers. WuXi Biologics will continue empowering global partners to provide more life-saving treatments to meet health challenges."

Fountain Medical Appoints Mr. Ling Zhen as the Co-Chairman and Chief Executive Officer

On January 1, 2020 Fountain Medical Development Limited ("Fountain Medical" or "Company"), a clinical stage CRO dedicated to offering high-quality one-stop services to pharmaceutical and medical device clients, reported that Mr. Ling Zhen, J.D., M.B.A., is appointed as the Co-Chairman of the Board of Directors and Chief Executive Officer (Press release, Fountain BioPharma, JAN 1, 2020, View Source [SID1234552646]).

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Mr. Zhen has over 25 years of professional experience in the CRO and life science industries, both in China and the US. Most recently, Mr. Zhen served as a Partner at Draper Dragon Venture Group, where he focused on biopharmaceutical and medical technology investments. Prior to that, Mr. Zhen spent over 12 years at IQVIA (previously known as Quintiles) where he served as a global Senior Vice President and the General Manager of Greater China. During this period, he helped to drive expansion and transform IQVIA China into the market leader, through innovative solutions and strategic growth in the region.

Prior to IQVIA and Quintiles, Mr. Zhen also worked in business development, portfolio management, and strategic consulting at world-leading companies such as Eli Lilly, GlaxoSmithKline and Ernst &Young in the US. Mr. Zhen holds a Master of Business Administration (MBA) degree from the Kelley School of Business in Indiana University and a Juris Doctor (JD) degree from the Law School of North Carolina Central University, and is a licensed attorney in the US.

"With the appointment of Mr. Ling Zhen as the Co-Chairman and CEO, Fountain Medical will be able to speed up its global expansion and strategic buildup, allowing us to better serve our existing and future clientele. His hands-on experience and strategic insight related to the CRO sector makes him the ideal leader to transform Fountain Medical into a China-centered, global full-service leading CRO," said Dr. Dan Zhang, Co-Chairman and Co-Founder of the Company.

"I feel very privileged to join Fountain Medical during this exciting time, where drug development and clinical research are undergoing transformational changes across China and rest of the world," said Mr. Zhen himself. "I look forward to working closely with Fountain Medical’s management team and shareholders, and developing a high-caliber team that delivers high-quality services, to help our customers accelerate the development of truly innovative therapies around the world."

Onconova Therapeutics, Inc. Announces $10 Million Registered Direct Offering Priced At-The-Market

On December 31, 2019 Onconova Therapeutics, Inc. (NASDAQ: ONTX) ("Onconova" or the "Company"), a Phase 3-stage biopharmaceutical company discovering and developing novel products to treat cancer, with an initial focus on myelodysplastic syndromes (MDS), reported that it has entered into definitive agreements with [two] healthcare-focused institutional investors for the issuance and sale in a registered direct offering of 27,662,518 shares of its common stock at a purchase price of $0.3615 per share, for aggregate gross proceeds of approximately $10 million in a registered direct offering priced at-the-market under Nasdaq rules (Press release, Onconova, DEC 31, 2019, View Source [SID1234552639]).

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

The offering is expected to close on or about January 3, 2019, subject to the satisfaction of customary closing conditions.

The Company currently intends to use the net proceeds from the offering for working capital and general corporate purposes, including advancing preparations for a planned New Drug Application (NDA) filing to the FDA for intravenous rigosertib in second-line higher-risk MDS in 2020, and advancing preparations for commercialization if the NDA is approved. The Company surpassed 90% of the required enrollment of the INSPIRE Trial in November 2019 and anticipates reporting topline data in the first half of 2020, following full enrollment and reaching the number of required survival events. With the additional expected proceeds from the offering and the proceeds from recent warrant exercise, the Company believes that it has the sufficient funds to extend operations and ongoing trials late into the first quarter of 2021.

The shares of common stock described above are being offered and sold by the Company pursuant to a "shelf" registration statement on Form S-3 (Registration No. 333-221684), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (the "SEC") on December 28, 2017. The offering of the shares of common stock will be made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at View Source Electronic copies of the prospectus supplement and the accompanying base prospectus may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at 646-975-6996 or e-mail at [email protected].

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.

ProMIS Neurosciences Completes Second Closing of Private Placement 

On December 31, 2019 ProMIS Neurosciences, Inc. ("ProMIS" or the "Company") (TSX: PMN) (OTCQB: ARFXF), a biotechnology company focused on the discovery and development of antibody therapeutics targeting toxic oligomers implicated in the development of neurodegenerative diseases is reported that further to its news releases dated November 13, 2019 and November 18, 2019, it completed, on December 31, 2019 the second closing of its private placement (Press release, ProMIS Neurosciences, DEC 31, 2019, View Source [SID1234552640]). In the second closing, the Company issued 3,724,998 units (each a "Unit") for gross proceeds of approximately CDN$745,000. The total gross proceeds raised to date under the private placement are $2,800,333.

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In connection with the two closings insiders of the Company have subscribed for a total of 633,332 Units under the private placement representing approximately $126,666 of the private placement.

Each Unit issued in the second closing consisted of one common share of the Company (each a "Share") and one share purchase warrant of the Company (each a "Warrant"). Each Warrant entitles the holder thereof to purchase one Share ("a "Warrant Share") at an exercise price of $0.35 per Warrant Share at any time for five years from the date of issuance.

All securities issued in the second closing will be subject to a four-month statutory hold period in accordance with applicable securities laws. Net proceeds from the second closing are intended to be used for working capital and general corporate purposes. Closing is subject to TSX approval.

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 the securities in any state in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.