Spherix Reports First Quarter 2019 Results of $11,937,000 in Assets and $982,000 in Liabilities

On August 16, 2019 Spherix Incorporated (Nasdaq: SPEX) ("Spherix" or the "Company") reported that the Company filed its Form-10Q for the period ended March 31, 2019, which showed total assets of $11,937,000.00 and liabilities of $982,000.00, with 2,010,074 shares of common stock outstanding (Press release, Spherix, AUG 16, 2019, View Source [SID1234538985]).

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In addition, the Company announced a restructuring of the terms of its proposed merger with CBM BioPharma, Inc. (CBM), a Delaware corporation. In lieu of the previously announced merger, the Company announced the terms of an Asset Purchase Agreement with CBM, whereby the Company purchased substantially all of CBM’s assets including, among other things, a license agreement, university contracts, and contracts with a Chief Scientific Officer, as well as a Scientific advisory board. The revised agreement is significantly less dilutive to Spherix shareholders, as Spherix is paying $8,000,000.00 to CBM in total compensation, as opposed to the previously announced $16,500,000.00, as more fully set forth in the Company’s filings. The acquisition of CBM’s assets is pending shareholder approval.

In addition, the Company announced that it purchased a 20% shareholder’s stake in CBM along with certain interests in DatChat, Inc. Spherix was successful in acquiring these interests in CBM at a substantial discount to CBM’s valuation. The 20% shareholder stake in CBM will give Spherix the ability to participate in any dividends declared by CBM in the future.

Mr. Anthony Hayes, CEO of Spherix stated, "The revised negotiated terms with CBM BioPharma in the Asset Purchase Agreement will introduce valuable assets into the Spherix family. The new agreement will be less dilutive to Spherix shareholders. I am also pleased to note that CBM has received some early, favorable correspondence from the Patent Office about its University of Texas patent applications. We will provide additional information as it comes available, but it is certainly a positive development for CBM."

"Post-closing, Spherix shareholders will still own a majority interest in the Company. Further, Spherix’s 20% ownership in CBM is an accretive benefit to Spherix shareholders and by having an ownership interest in CBM, Spherix will participate in any dividend distributions made by CBM in the future. This may include cash dividends that might result from the future sale of Spherix stock. We look forward to sharing additional information with our shareholders about the proposed asset purchase in the upcoming weeks through both investor outreach and our upcoming SEC filings."

In addition to the CBM announcement, the Company’s Board of Directors under authority granted by the Company’s stockholders at the Company’s 2019 Annual Meeting, approved a reverse stock split of its common shares at a ratio of 1-for-4.25. The reverse stock split became effective on May 10, 2019, when the shares began trading on the split-adjusted basis on the Nasdaq Capital Market, under the Company’s existing trading symbol "SPEX".

Further information about the proposed asset purchase agreement and reverse stock split are provided in the Company’s Form 10-Q which was filed on May 15, 2019, with the Securities and Exchange Commission.

Merrimack Pharmaceuticals Reschedules 2019 Annual Meeting of Shareholders for October 17, 2019

On August 16, 2019 Merrimack Pharmaceuticals (Nasdaq: MACK) (the "Company" or "Merrimack") reported it is rescheduling its 2019 Annual Meeting of Shareholders (the "2019 Annual Meeting") for October 17, 2019 (Press release, Merrimack, AUG 16, 2019, View Source [SID1234538821]). As a result, the record date for the 2019 Annual Meeting will now be September 16, 2019.

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The decision to postpone the meeting was made by Merrimack’s Board of Directors based on ongoing recent discussions with significant shareholders and a desire to reach a constructive solution to avoid a potentially costly and distracting proxy contest with JFL Capital Management LLC, which has nominated four director candidates for the Company’s Board.

Preliminary proxy statement materials for the 2019 Annual Meeting are under review with the Securities and Exchange Commission ("SEC") and have not yet been filed in definitive form nor been distributed to shareholders. It is expected that these materials will be filed with the SEC and sent to shareholders in the near-term.

Celyad to Provide First Half 2019 Financial Results & Business Highlights and Host a Conference Call

On August 16, 2019 Celyad (Euronext Brussels and Paris, and Nasdaq: CYAD), a clinical-stage biopharmaceutical company focused on the development of CAR-T cell-based therapies, reported that the Company will report first half 2019 financial results and business highlights on the evening of Thursday, August 22, 2019 (Press release, Celyad, AUG 16, 2019, View Source [SID1234538816]).

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Following the press release, Celyad management will host a conference call on Friday, August 23 at 2pm CEDT / 8am EDT to discuss first half 2019 results and provide an update on the Company’s recent progress and upcoming milestones.

Participants may access the conference call by dialing any of the following numbers:

Belgium, Brussels +32 (0) 24 01 70 35

France, Paris +33 (0)1 76 72 89 28

United States: +1 917 720 0181

International: +44 (0) 2071 928501

Conference ID: 3547725

Bellicum Pharmaceuticals Announces Pricing of $139.6 Million Public Offering and Private Placement

On August 16, 2019 Bellicum Pharmaceuticals, Inc. (Nasdaq: BLCM), a leader in developing novel, controllable cellular immunotherapies for cancers and orphan inherited blood disorders, reported the pricing of an underwritten public offering of 575,000 shares of its Series 1 preferred stock and warrants to purchase up to 57,500,000 shares of its common stock (Press release, Bellicum Pharmaceuticals, AUG 16, 2019, View Source [SID1234538817]). Each share of Series 1 preferred stock is being sold together with one warrant to purchase 100 shares of common stock (or, in certain circumstances, one warrant to purchase one share of Series 1 preferred stock) at a combined price to the public of $100.00. The warrants will be immediately exercisable and will expire seven years from the date of issuance. The aggregate offering size, before deducting the underwriting discounts and commissions and other offering expenses, is expected to be approximately $57.5 million.

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The offering is expected to close on or about August 21, 2019, subject to customary closing conditions.

Jefferies and Wells Fargo Securities are acting as the book-running managers for the offering. Ladenburg Thalmann is acting as a co-manager.

The securities described above are being offered by Bellicum pursuant to a shelf registration statement filed by Bellicum with the Securities and Exchange Commission (SEC), which was declared effective on July 30, 2019. A preliminary prospectus supplement related to the offering was filed with the SEC and is available for free on the SEC’s website at View Source Copies of the preliminary prospectus supplement and the accompanying prospectus related to this offering may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at (877) 821-7388, or by e-mail at [email protected]; or Wells Fargo Securities, LLC, 375 Park Avenue, New York, NY 10152, Attn: Equity Syndicate Department, by phone at (800) 326-5897, or by email at [email protected].

Concurrent with the pricing of the public offering, Bellicum entered into an agreement with certain institutional investors providing for a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to which Bellicum has agreed to sell at two or more separate closings, each at the option of the investors and subject to certain conditions, shares of its Series 2 preferred stock and warrants to purchase common stock, and shares of Series 3 preferred stock and warrants to purchase common stock, for aggregate gross proceeds of up to $70.0 million. In connection with the agreement for the private placement, the investors in the private placement will pay Bellicum an upfront option fee of approximately $12.1 million.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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.

Oncolytics Biotech® Announces Closing of Its Public Offering of Common Shares and Warrants

On August 16, 2019 Oncolytics Biotech Inc. (NASDAQ:ONCY)(TSX:ONC) (the "Company"), currently developing pelareorep, an intravenously delivered immuno-oncolytic virus, reported the closing of its previously announced underwritten public offering (the "Offering") (Press release, Oncolytics Biotech, AUG 16, 2019, View Source [SID1234538818]). Oncolytics sold 4,619,773 common shares and warrants to purchase up to 4,619,773 common shares, at a purchase price of USD $0.81 (approximately CDN $1.07) per share and warrant, for gross proceeds of approximately USD $3.7 million (approximately CDN $4.9 million). Oncolytics expects to use the net proceeds from the Offering for research and development activities and working capital purposes.

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Each warrant entitles the holder thereof to purchase one common share, for a period of 5 years following the closing date of the Offering, at an exercise price of USD $0.90 per common share.

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (LTS), acted as the sole book-running manager in connection with the Offering.

The Offering was made pursuant to a U.S. registration statement on Form F-10, declared effective by the United States Securities and Exchange Commission (the "SEC") on May 7, 2018 (the "Registration Statement"), and the Company’s existing Canadian short form base shelf prospectus (the "Base Shelf Prospectus") dated May 4, 2018. The prospectus supplements relating to the Offering (together with the Base Shelf Prospectus and the Registration Statement, the "Offering Documents") have been filed with the Alberta Securities Commission in Canada, and with the SEC in the United States. No common shares or warrants were offered or sold to Canadian purchasers. The Offering Documents contain important detailed information about the securities offered. Before you invest, you should read the Offering Documents and the other documents the Company has filed with the SEC for more complete information about the Company and the Offering. Copies of the Offering Documents will be available for free by visiting the Company’s profiles on the SEDAR website maintained by the Canadian Securities Administrators at www.sedar.com or the SEC’s website at www.sec.gov. Alternatively, when available, copies of the final prospectus supplement can also be obtained from Ladenburg Thalmann & Co. Inc., Attn: Prospectus Department, 277 Park Avenue, 26th Floor, New York, New York 10172 or by email at [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.