On December 23, 2019 TG Therapeutics, Inc. (NASDAQ: TGTX), reported it has entered into a definitive agreement to sell approximately 5.4 million shares of registered common stock of the Company at $9.20 per share, to a single, biotechnology-focused, institutional investor as a registered direct public offering (Press release, TG Therapeutics, DEC 23, 2019, View Source [SID1234552584]). Proceeds from the sale are expected to be approximately $50.0 million. TG Therapeutics intends to use the net proceeds from the offering to fund the ongoing development and commercialization of the Company’s lead assets, ublituximab and umbralisib, as well as for research and development activities of the Company’s pipeline, and for general corporate purposes. The offering is expected to close on or about December 23, 2019, subject to customary closing conditions.

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Michael S. Weiss, the Company’s Executive Chairman and Chief Executive Officer, commented on the transaction, "We are excited to have completed this unsolicited financing with a premier biotechnology investor and believe it represents a major vote of confidence in our drug candidates and current pivotal programs. Following this financing, we expect to end 2019 with approximately $140 million in cash and cash equivalents, providing us a cash runway well into 2021, and importantly through our upcoming major milestones including the UNITY-NHL MZL NDA submission for umbralisib, as well as the data readouts for both the UNITY-CLL Phase 3 trial and the ULTIMATE I & II Phase 3 trials in Multiple Sclerosis."

The shares described above are being offered by TG Therapeutics pursuant to a registration statement previously filed with and subsequently declared effective by the Securities and Exchange Commission ("SEC"). A prospectus supplement relating to the offering has also been filed with the SEC and is available on the SEC’s website at View Source." target="_blank" title="View Source." rel="nofollow">View Source Copies of the prospectus supplement and the accompanying base prospectus relating to this offering may be obtained at the SEC’s website at View Source or by contacting TG Therapeutics, Inc., 2 Gansevoort Street, 9th Floor, New York, NY, Attention: Corporate Secretary, 212-554-4484.

This press release shall not constitute an offer to sell or the 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 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 December 23, 2019 Acorda Therapeutics, Inc. (Nasdaq: ACOR) (the "Company") reported that it has entered into agreements with a limited number of institutional investors who are holders of the Company’s 1.75% Convertible Senior Notes due 2021 (the "Existing Convertible Notes") to exchange $276 million aggregate principal amount of the Existing Convertible Notes for a combination of newly issued 6.00% Convertible Senior Secured Notes due 2024 (the "New Convertible Secured Notes") and cash (Press release, Acorda Therapeutics, DEC 23, 2019, View Source [SID1234552567]). For each $1,000 principal amount of Existing Convertible Notes that a participating holder exchanges, the Company will deliver (i) $750 in principal amount of New Convertible Secured Notes and (ii) a cash payment of $200 (the "Exchange"). In the aggregate, the Company expects to issue approximately $207 million aggregate principal amount of New Convertible Secured Notes and $55.2 million in cash to the participating holders. The Exchange is expected to close on or about December 23, 2019.

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The New Convertible Secured Notes will be guaranteed by the Company’s wholly owned subsidiary, Civitas Therapeutics, Inc., and all other domestic subsidiaries acquired or formed after the date of issuance (the "Guarantors"), and will be senior obligations of the Company and the Guarantors, secured by a first priority security interest in substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. Interest will be payable semi-annually in arrears at a rate of 6.00% per annum on each June 1 and December 1, beginning on June 1, 2020, and may be paid in cash or, subject to the satisfaction of certain conditions, shares of the Company’s common stock, as elected by the Company. The New Convertible Secured Notes will mature on December 1, 2024 unless earlier converted in accordance with their terms prior to such date.

The New Convertible Secured Notes will be convertible at the option of the holder into shares of common stock of the Company at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate for the New Convertible Secured Notes is 285.7142 shares of the Company’s common stock per $1,000 principal amount of New Convertible Secured Notes, which is equivalent to an initial conversion price of approximately $3.50 per share of common stock (a premium of approximately 97% above the Company’s closing stock price of $1.78 on December 20, 2019), and is subject to adjustment in certain circumstances.

The Company may elect to settle conversions of the New Convertible Secured Notes in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. Holders who convert their New Convertible Secured Notes prior to June 1, 2023 (other than in connection with a fundamental change) will also be entitled to an interest make-whole payment equal to the sum of all regularly scheduled stated interest payments, if any, due on such New Convertible Secured Notes on each interest payment date occurring after the conversion date for such conversion and on or before June 1, 2023. In addition, the Company will have the right to cause all New Convertible Secured Notes then outstanding to be converted automatically if the volume-weighted average price per share of the Company’s common stock equals or exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The Company’s ability to settle conversions and make interest payments using shares of its common stock will be subject to certain limitations set forth in the indenture until the time, if any, that the Company’s stockholders approve the issuance of more than 19.99% of its outstanding shares for such purposes in accordance with Nasdaq listing standards and an amendment to the Company’s certificate of corporation to increase the number of authorized shares.

Holders of the New Convertible Secured Notes will have the right, at their option, to require the Company to purchase their New Convertible Secured Notes if a fundamental change (as defined in the indenture) occurs, in each case, at a repurchase price equal to 100% of the principal amount of the New Convertible Secured Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

In connection with the exchange, the Company intends to enter into an indenture establishing the terms of the New Convertible Secured Senior Notes, a security agreement establishing a first priority security interest in substantially all of the assets of the Company and Guarantors, subject to certain material exceptions specified therein, and a registration rights agreement under which the Company has agreed to file a registration statement covering the resale of the shares of common stock issued upon conversion of the New Convertible Secured Notes.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company. The offer and sale of the New Convertible Secured Notes or the shares of common stock issuable upon their conversion have not been registered under the Securities Act of 1933 (the "Securities Act") or the securities laws of any other jurisdiction, and these securities may not be offered or sold in the United States absent registration or an applicable exemption from the Securities Act and applicable state laws.

J. Wood Capital Advisors LLC is acting as the Company’s financial advisor for the Exchange and Covington & Burling LLP is acting as the Company’s legal advisor.

On December 23, 2019, vTv Therapeutics Inc. (the "Company"), reported that it has entered into a letter agreement (the "December 2019 Letter Agreement"), with MacAndrews & Forbes Group LLC (the "Investor"), for the Investor’s commitment to purchase, at the Company’s option, exercisable on demand during a one-year period after the date of the Letter Agreement (the "Investment Period"), the Company’s Class A common stock, par value $0.01 per share ("Common Stock") at a per share price of $1.60, which is equal to the closing price of the Common Stock for the trading day prior to the date of the December 2019 Letter Agreement (Filing, 8-K, vTv Therapeutics, DEC 23, 2019, View Source [SID1234552585]). The December 2019 Letter Agreement also permits the Investor to exercise an option to purchase Common Stock at the same price up to three times during the Investment Period. The aggregate amount of Common Stock that may be purchased by the Investor (whether at its or the Company’s option) pursuant to the December 2019 Letter Agreement is limited to $10.0 million.

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In consideration for the commitment of the Investor under the December 2019 Letter Agreement, the Investor will receive warrants (the "Warrants") to purchase 365,472 shares of the Company’s Common Stock, exercisable at a price of $1.84, which is 115% of the option price under the December 2019 Letter Agreement. The Warrants will be exercisable until December 23, 2026.

The obligation of the Investor to fund and the obligation of the Company to issue shares under the December 2019 Letter Agreement is subject to the execution of mutually acceptable definitive documentation at the time of a request for funding.

As of December 23, 2019, subsidiaries and affiliates of the Investor held 23,084,267 shares of the Company’s Class B Common Stock and 30,356,212 shares of the Company’s Class A Common Stock. As a result, the Investor’s holdings represent approximately 83.5% of the combined voting power of the Company’s outstanding common stock. One of the Company’s directors, Paul G. Savas, is also an employee of the Investor. The transactions described above were approved in accordance with the Company’s Related Person Transactions Policy.

The descriptions of the December 2019 Letter Agreement and the Warrants contained herein do not purport to be complete and are qualified in their entirety by reference to the December 2019 Letter Agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2019.

On December 23, 2019 Agios Pharmaceuticals, Inc. (NASDAQ:AGIO), a leader in the field of cellular metabolism to treat cancer and rare genetic diseases, reported that the company is scheduled to present at the 38th Annual J.P. Morgan Healthcare Conference in San Francisco on Monday, January 13, 2020 at 7:30 a.m. PT (10:30 a.m. ET) (Press release, Agios Pharmaceuticals, DEC 23, 2019, View Source [SID1234552568]).

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A live webcast of the presentation and breakout session can be accessed under "Events & Presentations" in the Investors section of the company’s website at www.agios.com. A replay of the webcast will be archived on the Agios website for at least two weeks following the presentation.

On December 22, 2019 Sun BioPharma, Inc. (OTCQB: SNBP), a clinical-stage biopharmaceutical company developing disruptive therapeutics for the treatment of people with pancreatic cancer, reported that an abstract describing Phase 1 clinical data for SBP-101 has been accepted for poster presentation January 24, 2020 at the American Society for Clinical Oncology (ASCO) (Free ASCO Whitepaper) 2020 Gastrointestinal Cancers Symposium, being held January 23-25 in San Francisco (Press release, Sun BioPharma, DEC 22, 2019, View Source [SID1234552611]). SBP-101 is a proprietary polyamine analogue designed to induce polyamine metabolic inhibition (PMI) a metabolic pathway of critical importance in multiple tumor types.

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Sun BioPharma also announced that Arthur J. Fratamico, RPh, MBA recently joined its Board of Directors. Mr. Fratamico is an experienced business development executive with 25 years of experience in the biopharmaceutical industry, including corporate development, commercial strategy and financing. With this addition, Sun BioPharma’s board now totals six members.

"I’m delighted to welcome Art to the Sun BioPharma board," said Michael T. Cullen, MD, MBA, CEO, President and Executive Chairman of Sun BioPharma. "Art brings highly relevant experience, and we look forward to the benefit of his expertise in business development and strategy at this significant stage of the company."

Mr. Fratamico has served as Chief Business Officer of Galera Therapeutics since January 2017. Prior to joining Galera, Mr. Fratamico served as Chief Business Officer of Vitae Pharmaceuticals until its sale to Allergan. He previously held similar executive roles with a number of biotechnology companies, including MGI Pharma and Gemin X, leading their business development efforts and facilitating the sales of both Gemin X Pharmaceuticals and MGI Pharma. He has also served in several senior marketing, product planning and new product development positions. Mr. Fratamico earned a bachelor’s degree in pharmacy from the Philadelphia College of Pharmacy and Science and an M.B.A. from Drexel University, and is a registered pharmacist.

Poster Presentation Information:
Efficacy of SBP-101, in combination with gemcitabine and nab-paclitaxel, in first-line treatment of metastatic pancreatic ductal adenocarcinoma.
Friday, January 24, 2020, 12:00 PM to 1:30 PM and 4:30 PM to 5:30 PM
Abstract 710, Board K21
Poster Session B: Hepatobiliary Cancer, Neuroendocrine/Carcinoid, Pancreatic Cancer, and Small Bowel Cancer American Society for Clinical Oncology (ASCO) (Free ASCO Whitepaper) 2020 Gastrointestinal Cancers Symposium

About SBP-101
SBP-101 is a proprietary polyamine analogue designed to induce polyamine metabolic inhibition (PMI), a metabolic pathway of critical importance in multiple tumor types. Sun BioPharma licensed SBP-101 from the University of Florida Research Foundation in 2011. The molecule has been shown to be a highly effective tumor growth inhibitor in preclinical studies of human pancreatic cancer models, demonstrating superior and complementary activity to existing FDA-approved chemotherapy agents. SBP-101 has demonstrated encouraging activity against primary and metastatic disease in clinical trials of patients with pancreatic cancer. The safety results and PMI profile demonstrated in Sun BioPharma’s previously completed first-in-human safety study provide support for evaluation of SBP-101 in combination with current standard pancreatic cancer treatment.