On November 18, 2021 CymaBay Therapeutics, Inc. (Nasdaq: CBAY), a clinical-stage biopharmaceutical company focused on developing and providing access to innovative therapies for patients with liver and other chronic diseases with high unmet medical need, reported the pricing of its previously announced underwritten public offering of common stock and pre-funded warrants (Press release, CymaBay Therapeutics, NOV 18, 2021, View Source [SID1234595771]). CymaBay is selling 15,625,000 shares of common stock and pre-funded warrants to purchase 3,125,000 shares of common stock in the offering. The shares of common stock are being sold at a public offering price of $4.00 per share, and the pre-funded warrants are being sold at a public offering price of $3.9999 per underlying share. The gross offering proceeds to CymaBay from this offering are expected to be approximately $75 million, before deducting the underwriting discount and other estimated offering expenses, and excluding the exercise of any pre-funded warrants. All shares of common stock and pre-funded warrants to be sold in the offering will be offered by CymaBay. CymaBay has granted the underwriters a 30-day option to purchase up to an additional 2,812,500 shares of its common stock at the public offering price per share less underwriting discounts and commissions. CymaBay anticipates using the net proceeds from the offering to fund ongoing development of seladelpar and for working capital and general corporate purposes.

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The offering is expected to close on November 22, 2021, subject to the satisfaction of customary closing conditions.

Piper Sandler, Raymond James and Cantor are acting as the joint book-running managers for the offering. LifeSci Capital and JonesTrading are acting as co-managers for the offering.

The securities described above are being offered by CymaBay pursuant to a shelf registration statement filed with the Securities and Exchange Commission (the "SEC") on July 2, 2020, which became effective on July 13, 2020. A preliminary prospectus supplement and accompanying prospectus related to the offering has been filed, and a final prospectus supplement and accompanying prospectus related to the offering will be filed, with the SEC and are or will be available on the SEC’s website at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, from: Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, by telephone at 800-747-3924, or by email at [email protected]; Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, Florida 33716, by telephone at (800) 248-8863, or by e-mail at [email protected]; or Cantor Fitzgerald & Co., Attn: Capital Markets, 499 Park Ave., 6th Floor, New York, New York 10022, or by email 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.

On November 18, 2021, Thermo Fisher Scientific (Finance I) B.V. ("Thermo Fisher International"), an indirect, wholly-owned finance subsidiary of Thermo Fisher Scientific Inc. (the "Company"), reported that issued €1,700,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023 (the "Floating Rate Notes"), €550,000,000 aggregate principal amount of 0.000% Senior Notes due 2023 (the "2023 Notes") and €550,000,000 aggregate principal amount of 0.000% Senior Notes due 2025 (the "Sustainability Notes", and, together with the Floating Rate Notes and the 2023 Notes, the "Notes") in a public offering (the "Offering") pursuant to a registration statement on Form S-3 (File No. 333-229951) and a preliminary prospectus supplement and prospectus supplement related to the offering of the Notes, each as previously filed with the Securities and Exchange Commission (the "SEC") (Filing, 8-K, Thermo Fisher Scientific, NOV 18, 2021, View Source [SID1234595787]). The Company has fully and unconditionally guaranteed the Notes on a senior unsecured basis (the "Guarantee" and, together with the Notes, the "Securities").

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The Securities were issued under an indenture, dated as of August 9, 2016 (the "Base Indenture"), and the Fourth Supplemental Indenture, dated as of November 18, 2021 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), among Thermo Fisher International, as issuer, the Company, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee.

The Floating Rate Notes will mature on November 18, 2023, the 2023 Notes will mature on November 18, 2023 and the Sustainability Notes will mature on November 18, 2025. Interest on the Floating Rate Notes will be paid quarterly in arrears on February 18, May 18, August 18 and November 18 of each year, commencing on February 18, 2022.

Prior to October 18, 2025, in the case of the Sustainability Notes, and at any time, in the case of the 2023 Notes, Thermo Fisher International may redeem such series of Notes, in whole at any time or in part from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest in respect of the Notes being redeemed (assuming, with respect to the Sustainability Notes, that the Sustainability Notes to be redeemed matured on October 18, 2025), discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)), using a discount rate equal to the Comparable Bond Rate (as defined in the Indenture) plus, in each case, 10 basis points, plus, in each case, accrued and unpaid interest on the Notes being redeemed, if any, to, but excluding, the date of redemption.

In addition, on and after October 18, 2025, the Company may redeem the Sustainability Notes, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Sustainability Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

Upon the occurrence of a change of control (as defined in the Indenture) of the Company and a contemporaneous downgrade of the Notes below an investment grade rating by at least two of Moody’s Investors Service, Inc., S&P Global Ratings, a division of S&P Global, Inc., and Fitch Ratings Limited, Thermo Fisher International will, in certain circumstances, be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

The Notes are general unsecured obligations of Thermo Fisher International. The Notes rank equally in right of payment with existing and any future unsecured and unsubordinated indebtedness of Thermo Fisher International and rank senior in right of payment to any existing and future indebtedness of Thermo Fisher International that is subordinated to the Notes. The Notes are also effectively subordinated to any existing and future secured indebtedness of Thermo Fisher International to the extent of the assets securing such indebtedness, and are structurally subordinated to all existing and any future indebtedness and any other liabilities of its subsidiaries.

The Guarantee is a general unsecured obligation of the Company. The Guarantee ranks equally in right of payment with existing and any future unsecured and unsubordinated indebtedness of the Company and will rank senior in right of payment to any existing and future indebtedness of the Company that is subordinated to the Guarantee. The Guarantee is also effectively subordinated to any existing and future secured indebtedness of the Company to the extent of the assets securing such indebtedness, and is structurally subordinated to all existing and any future indebtedness and any other liabilities of its subsidiaries (other than, with respect to Thermo Fisher International, the Notes).

The Indenture contains limited affirmative and negative covenants of the Company and Thermo Fisher International. The negative covenants restrict the ability of the Company and its subsidiaries to incur debt secured by liens on Principal Properties (as defined in the Indenture) or on shares of stock of the Company’s Principal Subsidiaries (as defined in the Indenture) and engage in sale and lease-back transactions with respect to any Principal Property. The Indenture also limits the ability of each of the Company and Thermo Fisher International to merge or consolidate or sell all or substantially all of their respective assets.

Upon the occurrence of an event of default under the Indenture, which includes payment defaults, defaults in the performance of affirmative and negative covenants, bankruptcy and insolvency related defaults and failure to pay certain indebtedness, the obligations of Thermo Fisher International under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.

Wilmer Cutler Pickering Hale and Dorr LLP, U.S. counsel to the Company and Thermo Fisher International, has issued an opinion to the Company and Thermo Fisher International, dated November 18, 2021, regarding the legality of the Securities, and Linklaters LLP, Dutch counsel to Thermo Fisher International, has issued an opinion to Thermo Fisher International, dated November 18, 2021, regarding the Notes. Copies of these opinions are filed as Exhibits 5.1 and 5.2 hereto, respectively.

The foregoing description of certain of the terms of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Base Indenture and the Supplemental Indenture, which are filed with this report as Exhibits 4.1 and 4.2 hereto, respectively. Each of the foregoing documents is incorporated herein by reference.

On November 18, 2021 Apollo Therapeutics, a portfolio-based biopharmaceutical company rapidly advancing transformative treatments based on breakthrough discoveries, reported the appointment of Dr. Sanjay Aggarwal as the company’s chief medical officer (Press release, Apollo Therapeutics, NOV 18, 2021, View Source [SID1234595804]). Dr. Aggarwal will be based in the company’s U.S. facility located at the Cambridge Innovation Center in Cambridge, Mass.

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"Sanjay is a highly accomplished clinical leader whose experience developing promising therapeutics through to regulatory approval will be incredibly valuable to Apollo as we move our lead programs forward," said Dr. Richard Mason, CEO of Apollo. "We are proud to have him as a leader of our newly opened Boston facility where we look forward to growing our presence in the United States."

Dr. Aggarwal joins Apollo with more than 20 years in the biopharmaceutical industry, including extensive experience in building and leading clinical development teams, as well as a track record of taking drugs through development to successful regulatory approvals. Dr. Aggarwal was most recently chief medical officer at Angiocrine Bioscience, a clinical-stage cell and gene therapy company. Before this, he was the architect of the Rezurock (belumosudil) Phase 2 and 3 development programs at Kadmon, leading to its FDA approval for chronic graft versus host disease. Prior to joining Kadmon, Dr. Aggarwal was the global development lead for Kyprolis (carfilzomib) at Amgen, leading to its approval in multiple myeloma in the U.S., E.U. and numerous additional countries.

Earlier in his career, Dr. Aggarwal held positions of increasing responsibility in both biotech (Exelixis, Onyx Pharmaceuticals) and pharma (GSK, Novartis and Sanofi), overseeing development of early- and late-stage assets across several therapeutic areas with roles in the U.S., Europe and Asia-Pacific. He studied mathematics and medicine to earn his medical degree from The University of Cambridge. He has an MBA from The University of Chicago Booth School of Business. Clinically, he trained in internal medicine and public health and is a member of the Royal College of Physicians.

"Apollo has built an impressive pipeline of therapeutic programs based on breakthrough discoveries that hold tremendous promise across multiple disease areas," said Dr. Aggarwal. "I look forward to advancing the lead programs into clinical investigation and working with the team to further build the company by acquiring clinical-stage assets."

On November 18, 2021 Bantam Pharmaceutical, a drug discovery and development company targeting selective modulation of mitochondrial dynamics in cancer, reported that data on BTM-3566, in development for the treatment of hematological malignancies including Diffuse Large B-cell Lymphoma, was selected for an oral presentation at the 63rd Annual Meeting of the American Society of Hematology (ASH) (Free ASH Whitepaper), being held from December 11- 14, 2021, virtually and in-person in Atlanta (Press release, Bantam Pharmaceutical, NOV 18, 2021, View Source [SID1234595823]). Dr. Adrian Schwarzer, MD, PhD, Hannover Medical School, will present non-clinical research on the activity and mechanism of BTM-3566 a novel, oral compound that targets mitochondrial dynamics leading to cellular stress and tumor cell apoptosis.

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Details of the abstract and oral presentation session are as follows:

Title

BTM-3566, a Novel Activator of the Mitochondrial Stress Response Promotes Robust Therapeutic Responses in Vitro and In Vivo in Diffuse Large B-Cell Lymphoma

Date

Monday, December 13, 2021, 4:00 P.M. ET

Location

Georgia World Congress Center, Room B213-B214, Level 2

Presenter

Adrian Schwarzer, MD, PhD, Department of Hematology, Oncology and Stem Cell Transplantation, Hannover Medical School, Hannover, Germany

Abstract

Available online at: View Source

Accepted abstracts are currently available in a special online-only issue of Blood, ASH (Free ASH Whitepaper)’s official journal, at View Source

About BTM-3566

BTM-3566 is an orally-available novel small molecule compound with broad anti-cancer activity in hematologic and solid tumors, initially focused on Diffuse Large B-cell Lymphomas (DLBCL). BTM-3566’s anti-cancer mechanism of action is unique and differentiated from other therapeutics, disrupting mitochondrial function in tumor cells to induce apoptosis (cell death). An IND application for BTM-3566 in B-cell malignancies is being completed for submission in Q1 2022.

On November 18, 2021 Athenex, Inc., (NASDAQ: ATNX), a global biopharmaceutical company dedicated to the discovery, development, and commercialization of novel therapies for the treatment of cancer and related conditions, reported that Johnson Lau, CEO and Board Chairman, and Daniel Lang, Senior Director, Corporate Development will present at the Evercore ISI 4th Annual HealthCONx Conference on Tuesday, November 30, 2021 at 3:55 pm ET (Press release, Athenex, NOV 18, 2021, https://ir.athenex.com/news-releases/news-release-details/athenex-present-evercore-isi-4th-annual-healthconx-conference [SID1234595772]).

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A live audio webcast of the presentation and replay will be available in the "Events & Presentations" section of the Athenex website at View Source An audio archive of the webcast will also be available on Athenex’s website for the following 90 days.