On December 26, 2019 Acorda Therapeutics, Inc. (Nasdaq: ACOR) ("Acorda" or the "Company") reported it has successfully completed its previously announced private exchange of $276 million aggregate principal amount of its 1.75% Convertible Senior Notes due June 2021 (the "Existing Convertible Notes") for a combination of approximately $207 million aggregate principal amount of newly issued 6.00% Convertible Senior Secured Notes due 2024 (the "New Convertible Secured Notes ") and $55.2 million in cash (Press release, Acorda Therapeutics, DEC 26, 2019, View Source [SID1234552607]). 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, which represents a premium of approximately 97% above the Company’s closing stock price on December 20, 2019.

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"We have taken a significant step to strengthen our capital structure by refinancing approximately $276 million of our debt that matures in 2021 and replacing it with indebtedness that will not mature until December 2024," said Ron Cohen, M.D., Acorda’s President and Chief Executive Officer. "We structured the exchange to both address our near-term obligation and to preserve shareholder value through a substantial conversion premium. This now affords us the runway needed to drive the commercial success of INBRIJA, which addresses the critical unmet need of OFF periods in people living with Parkinson’s."

The Existing Convertible Notes received by the Company in the Exchange were cancelled in accordance with their terms. Accordingly, upon completion of the exchange, $69 million of Existing Convertible Notes remain outstanding.

The Company previously announced the terms of the New Convertible Secured Notes on December 23, 2019. The Company will file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission on December 26, 2019, which will describe the exchange and the terms of the New Convertible Secured Notes, and include copies of the indenture and security agreement relating to 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 26, 2019 Astellas Pharma Inc. (TSE: 4503, President and CEO: Kenji Yasukawa, Ph.D., "Astellas") and Xyphos Biosciences, Inc. (CEO: James Knighton, "Xyphos") reported that Astellas has acquired Xyphos. With the acquisition Astellas will gain Xyphos’ novel and proprietary ACCEL (Advanced Cellular Control through Engineered Ligands) technology platform, as well as industry-leading immuno-oncology talent, to develop new and potentially better ways to mobilize, target and control immune cells to find, modulate and destroy targeted cells throughout the body (Press release, Astellas, DEC 26, 2019, View Source [SID1234552608]).

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"At Astellas, immuno-oncology is a Primary Focus of our research and development strategy, and we are working on the development of next-generation cancer immuno-therapy using new modalities/technologies," said Kenji Yasukawa, President and CEO, Astellas. "The innovative technology in development at Xyphos fits perfectly in advancing our immuno-oncology strategy to create and deliver value for patients. Combining this technology with our capabilities in cell therapy that we have been working on so far, we can create next-generation high-function cells and maximize the value of our technology. We look forward to working with Xyphos’ superb team to advance and expand their clinical development programs to bring their novel therapeutics to patients."

Xyphos-Acquired

Xyphos-Acquired
"At Xyphos, we are driven to advance our innovative cell therapy technology platform as an exciting new approach to potentially manage and cure cancer," said James Knighton, Chief Executive Officer, Xyphos. "Astellas’ commitment to immuno-oncology makes them an ideal partner to advance our proprietary NKG2D-based NK-cell and T-cell platform to the next stage of clinical exploration. Further, we look forward to becoming part of Astellas to accelerate this immuno-oncology research and development in the vibrant South San Francisco community."

Xyphos has developed a flexible and versatile synthetic biology platform to direct cells of the immune system to target single or multiple tumor antigens while controlling the immune cell proliferation and endurance. Xyphos’s proprietary molecules can be delivered to natural immune cells or to engineered Chimeric Antigen Receptor (CAR) cells to generate immunotherapies for oncology. Xyphos’ patented CAR technology is based on an engineered modification to a natural human receptor named NKG2D. NKG2D exists on natural killer (NK) cells and some T-cells. The designed modification of NKG2D renders it inert, that is, unable to bind to any of its natural ligands, which occur on stressed cells. Through further protein engineering, several natural ligands of NKG2D have been modified to bind exclusively to the otherwise inert NKG2D receptor. Various functional molecules (for example, antibodies that recognize specific tumor antigens) are attached to the modified ligand. The ligand-directed functional molecules then bind exclusively to immune cells expressing the inert CAR on their surface – the proprietary convertibleCAR-cells. The CAR-cells can be directed by the ligand-bound antibody to seek, become activated and attacks a targeted cancer cell. Xyphos’ first convertibleCAR-T cell product candidate is in preclinical development and scheduled to be tested in a first-in-human clinical study in 2021.

Considering the acquisition, $ 120 million was paid upon closing of the acquisition, and Xyphos became a wholly owned subsidiary of Astellas. In addition to this payment and potential future development milestone payments, it will provide a total transaction value of $ 665 million.

The impact of this transaction on Astellas’ financial results in the fiscal year ending March 31, 2020 will be limited.

On December 24, 2019 CEL-SCI Corporation (NYSE American: CVM), a Phase 3 cancer immunotherapy company, reported the pricing of an underwritten public offering with gross proceeds to the Company expected to be approximately $5.5 million before deducting underwriting discounts and other estimated offering expenses (Press release, Cel-Sci, DEC 24, 2019, View Source [SID1234552602]). The proposed offering equates to 606,395 shares of the Company’s common stock at a price of $9.07 per share. The Company intends to use the net proceeds from this offering to fund the continued development of Multikine*, LEAPS and for other general corporate purposes.

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The Company has also granted the underwriters a 45-day option to purchase up to 90,959 additional shares of common stock to cover over-allotments at the public offering price. The offering is expected to close on or about December 27, 2019, subject to customary closing conditions.

Aegis Capital Corp. is acting as sole bookrunner for the offering. This offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-226558) previously filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective by the SEC on August 24, 2018. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at View Source

Electronic copies of the final prospectus supplement and the accompanying prospectus, when available, may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 810 7th Avenue, 18th floor, New York, NY 10019, by email at [email protected], or by telephone at (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

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 December 23, 2019 Rubius Therapeutics, Inc. (Nasdaq:RUBY), a clinical-stage biopharmaceutical company that is genetically engineering red blood cells to create an entirely new class of cellular medicines, reported the appointment of Christina Coughlin, M.D., Ph.D., as the Company’s chief medical officer, effective January 6, 2020 (Filing, 8-K, Rubius Therapeutics, DEC 23, 2019, View Source [SID1234552573]). With Dr. Coughlin’s appointment, Chris Carpenter, M.D., Ph.D., Rubius’ previous chief medical officer, is transitioning to a scientific advisory role.

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"As Rubius begins its next chapter as a clinical-stage organization, we are excited to welcome Christina to Rubius, as our chief medical officer. Christina brings extensive experience leading clinical development and translational medicine teams and has a track record of building successful drug development organizations, with a particular focus in cellular therapy and oncology. We look forward to having her clinical and scientific leadership as we advance our pipeline of Red Cell Therapeutics for the potential treatment of rare diseases, cancer and autoimmune diseases," said Pablo J. Cagnoni, M.D., chief executive officer. "I would like to thank Chris for his many contributions to Rubius and look forward to his continued guidance through his scientific advisory role."

A trained oncologist and immunologist, Dr. Coughlin joins Rubius from Tmunity Therapeutics, Inc., where she served as chief medical officer and was responsible for the development of Tmunity’s CAR-T and TCR-T cellular therapy pipeline across preclinical, regulatory and clinical development activities. Prior to Tmunity, Ltd., Dr. Coughlin served as chief medical officer at Immunocore, where she led the development of the preclinical and clinical pipeline of soluble T cell receptor product candidates recognizing multiple tumor targets, including advancing the lead program from Phase 1 to dual pivotal clinical trials. Earlier, she held positions at several pharmaceutical companies, including executive director of oncology clinical development at Novartis; international project team leader, early development at Morphotek, Inc.; and was an asset team leader in early clinical development at Pfizer’s Oncology Business Unit. Before entering the pharmaceutical industry, Dr. Coughlin was an instructor in pediatrics at the University of Pennsylvania School of Medicine; completed her postdoctoral research fellowship in the Translational Research Group of the Abramson Family Cancer Research Institute under the direction of CAR-T cell therapy pioneer Carl June, M.D.; and was an attending physician and instructor in the Department of Pediatrics and Division of Oncology at The Children’s Hospital of Philadelphia. She holds an M.D. and Ph.D. from the University of Pennsylvania School of Medicine and a B.S. in mathematics and biology from Temple University.

"I have dedicated my career to leading the development of potentially transformative, novel cellular therapies for the treatment of patients with cancer," said Christina Coughlin, M.D., Ph.D., chief medical officer of Rubius Therapeutics. "I believe the Rubius Therapeutics’ RED PLATFORM represents the next forefront in cellular therapy innovation and with it the potential to help patients across multiple therapeutic areas. I am excited to join the team during such a pivotal time for the company."

On December 23, 2019 CEL-SCI Corporation (NYSE American: CVM), a Phase 3 cancer immunotherapy company, reported that it intends to offer shares of its common stock for sale in an underwritten public offering (Press release, Cel-Sci, DEC 23, 2019, View Source [SID1234552590]). In addition, the Company expects to grant the underwriter a 45-day option to purchase up to an additional 15 percent of the shares of common stock offered in the public offering solely to cover over-allotments. The Company intends to use the net proceeds from this offering to fund the continued development of Multikine*, LEAPS and for other general corporate purposes. The offering is subject to market conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

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Aegis Capital Corp. is acting as sole bookrunner for the offering.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-226558) previously filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective by the SEC on August 24, 2018. A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at View Source Electronic copies of the preliminary prospectus supplement and the accompanying prospectus when available, may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 810 7th Avenue, 18th floor, New York, NY 10019, by email at [email protected], or by telephone at (212) 813-1010. Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

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.