Cyteir Therapeutics Announces Pricing of Initial Public Offering

On June 18, 2021 Cyteir Therapeutics, Inc. ("Cyteir") (Nasdaq: CYT), a company focused on the discovery and development of next-generation synthetically lethal therapies for cancer, reported the pricing of its initial public offering of 7,400,000 shares of its common stock at an initial public offering price of $18.00 per share (Press release, Cyteir Therapeutics, JUN 18, 2021, View Source [SID1234584166]). All of the shares are being offered by Cyteir. In addition, Cyteir has granted the underwriters a 30-day option to purchase up to an additional 1,110,000 shares of common stock at the initial public offering price, less the underwriting discounts and commissions. The shares are scheduled to begin trading on The Nasdaq Global Select Market on June 18, 2021 under the ticker symbol "CYT."

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The gross proceeds of the offering, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Cyteir, are expected to be approximately $133 million excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on June 22, 2021, subject to the satisfaction of customary closing conditions.

J.P. Morgan, Morgan Stanley and BofA Securities are acting as joint book-running managers for the offering and Wedbush PacGrow is acting as co-manager.

A registration statement relating to the shares being sold in this offering was declared effective by the Securities and Exchange Commission on June 17, 2021. The offering is being made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained, when available, for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the final prospectus, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or by email at [email protected]; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by telephone: 1-866-718-1649; or BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at: [email protected].

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

Inhibikase Therapeutics Announces Closing of Follow-On Offering of Common Stock

On June 18, 2021 Inhibikase Therapeutics, Inc. (Nasdaq: IKT) (Inhibikase), a clinical-stage pharmaceutical company developing therapeutics to modify the course of Parkinson’s disease and related disorders inside and outside of the brain, reported the closing of its previously announced underwritten public offering of 15 million shares of its common stock at a price to the public of $3.00 per share (Press release, Inhibikase Therapeutics, JUN 18, 2021, View Source [SID1234584129]). The gross proceeds to Inhibikase from the public offering, before deducting underwriting discounts and commissions and offering expenses payable by Inhibikase, were $45 million. Inhibikase has granted the underwriters a 45-day option to purchase up to an additional 2,250,000 shares of common stock, at the public offering price less discounts and commissions.

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Inhibikase intends to use the net proceeds from the public offering, together with existing funds, to fund the costs of a Phase 1b extension study for IkT-148009 in Parkinson’s patients and to validate target engagement markers in the central and peripheral nervous system; to fund production of IkT-148009 for Phase 1b and Phase 2 clinical studies and to fund a Phase 2 efficacy trial of IkT-148009 in Parkinson’s patients. This funding will further support the clinical dose calibration study(ies) of IkT-001Pro in healthy subjects to support approval under the Section 505(b)(2) of the Federal Food, Drug and Cosmetic Act and to fund drug product production for IkT-001Pro. The balance will support general research and development activities, medicinal chemistry for additional molecules and IND-enabling studies, team building, and other general corporate activities.

ThinkEquity, a division of Fordham Financial Management, Inc., acted as sole book-running manager for the offering. JonesTrading Institutional Services LLC acted as the co-manager for the offering.

The offering was made pursuant to a registration statement on Form S-1 (File No. 333-257032) that was declared effective by the Securities and Exchange Commission (the "SEC") on June 15, 2021. A final prospectus related to the offering has been filed with the SEC and is available on the SEC’s website, located at www.sec.gov. Copies of the final prospectus relating to this offering may be obtained from the offices of ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, or by email at [email protected].

This press release shall not constitute an offer to sell or a 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. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

Ambrx Announces Pricing of Initial Public Offering

On June 18, 2021 Ambrx, a clinical stage biopharmaceutical company using an expanded genetic code technology platform to discover and develop Engineered Precision Biologics (EPBs), reported the pricing of its initial public offering of 7,000,000 American depositary shares (ADSs), each representing seven ordinary shares, at a public offering price of $18.00 per ADS (Press release, Ambrx, JUN 18, 2021, View Source [SID1234584167]). The total gross proceeds to Ambrx from the offering are expected to be $126.0 million before deducting underwriting discounts and commissions and estimated offering expenses. In addition, Ambrx has granted the underwriters a 30-day option to purchase up to an additional 1,050,000 ADSs at the initial public offering price, less underwriting discounts and commissions. All of the ADSs are being offered by Ambrx. The shares are expected to begin trading on the New York Stock Exchange on June 18, 2021 under the ticker symbol "AMAM". The offering is expected to close on June 22, 2021, subject to the satisfaction of customary closing conditions.

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Goldman Sachs & Co. LLC, BofA Securities and Cowen are acting as joint book-running managers for the offering.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on June 17, 2021. The offering is being made only by means of a written prospectus. A copy of the final prospectus relating to the offering, when available, may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526, or by email at [email protected]; BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, or by telephone at (800) 294-1322, or by email at [email protected]; or Cowen and Company, LLC, c/o Broadridge Financial Solutions, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (833) 297-2926, 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.

Leidos Announces Extension of Exchange Offers

On June 18, 2021 Leidos Holdings, Inc. (NYSE: LDOS) and Leidos, Inc. (together "Leidos"), a FORTUNE 500 science and technology leader, reported that it has extended its offers to the holders of (i) $500,000,000 aggregate principal amount of its 2.950% Notes due 2023 (the "2023 Notes"), (ii) $500,000,000 aggregate principal amount of its 3.625% Notes due 2025 (the "2025 Notes"), (iii) $750,000,000 aggregate principal amount of its 4.375% Notes due 2030 (the "2030 Notes") and (iv) $1,000,000,000 aggregate principal amount of its 2.300% Notes due 2031 (the "2031 Notes" and together with the 2023 Notes, the 2025 Notes and the 2030 Notes, the "Notes"), to exchange each series of Notes (the "Exchange Offers") for a like aggregate principal amount of Notes with substantially identical terms other than that such new notes have been registered under the Securities Act of 1933, as amended (Press release, Leidos, JUN 18, 2021, View Source [SID1234584130]).

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The Exchange Offers, which had been scheduled to expire at 5:00 p.m., New York, New York time, on June 18, 2021, will now expire at 5:00 p.m., New York, New York time, on Monday, June 21, 2021, unless further extended by Leidos. The Exchange Offers are being extended due to the announcement that June 18, 2021, will be a federal holiday. All other terms, provisions and conditions of the Exchange Offers will remain in full force and effect. Citibank, N.A. (the "Exchange Agent") has been appointed as the exchange agent for the Exchange Offers.

Leidos has been informed by the Exchange Agent that, as of 5:00 p.m., New York, New York time, on June 17, 2021, the principal amounts of the Notes set forth in the table below had been validly tendered and not validly withdrawn:

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 any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction.

Jazz Pharmaceuticals Updates 2021 Financial Guidance to Include Recently Acquired GW Pharmaceuticals plc

On June 18, 2021 Jazz Pharmaceuticals plc (Nasdaq: JAZZ) reported its full year 2021 financial guidance to incorporate the GW Pharmaceuticals (GW) business, which the Company acquired on May 5, 2021 (Press release, Jazz Pharmaceuticals, JUN 18, 2021, View Source [SID1234584148]).

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"We expect 2021 to be another exciting, productive and transformational year for Jazz and are pleased to update our guidance to include the addition of GW. Our guidance reflects strong execution across our commercial portfolio, continued investment in both our ongoing and planned launches and strategic investments in R&D to advance therapies to patients in critical need of new treatment options. These investments will support the recent successful launches of both Xywav and Zepzelca, the ongoing growth of Epidiolex, the anticipated launches of JZP458 for ALL or LBL and Xywav in idiopathic hypersomnia, and the rolling launch of Epidyolex in Europe. As part of our continued R&D efforts we also look forward to advancing our PTSD and essential tremor programs, the nabiximols clinical trial program to support a U.S. regulatory approval, and our new cannabinoid research platform," said Renée Galá, chief financial officer of Jazz Pharmaceuticals. "We believe Epidiolex has near-term blockbuster potential and expect the addition of Epidiolex and the GW pipeline to deliver double-digit revenue growth, accelerated revenue diversification and substantial shareholder value. With the addition of GW, we are excited to transform the lives of even more patients and their families."

As a result of the acquisition, the Company expects:

Accelerated revenue diversification with double digit revenue growth; expect to generate 65% of 2022 revenues from products that have been launched or acquired since 20191
Earnings accretion, with the GW acquisition expected to be non-GAAP adjusted EPS accretive in the first full calendar year of combined operations and substantially accretive thereafter
Strong cash flows, which will enable rapid deleveraging, targeting less than 3.5x net leverage by the end of 2022
Continued investment in its broad and productive pipeline to drive long-term shareholder value
Additional value to be delivered through continued corporate development activity, while achieving deleveraging targets
2021 Financial Guidance2
The Company is updating its full year 2021 financial guidance for the combined organization, which includes the anticipated results of GW from May 5, 2021 to December 31, 2021.

Products acquired or launched since 2019 include Xywav, Epidiolex, Zepzelca and Sunosi, as well as the anticipated U.S. launches of JZP458 in acute lymphoblastic leukemia (ALL) / lymphoblastic lymphoma (LBL) and Xywav in idiopathic hypersomnia (in each case subject to FDA approval).
The Company’s 2021 financial guidance includes the anticipated results of the acquired GW business from the date of acquisition (May 5, 2021) and preliminary estimates of acquisition accounting adjustments related to the acquisition of GW, which estimates are subject to change; any such change could be material.
The Company expects the transaction to be dilutive to both GAAP and non-GAAP adjusted net income per diluted share in 2021. On a GAAP basis, this is expected to be primarily due to an increase in the amortization of acquisition-related intangible asset and transaction and integration expenses, the amortization of inventory fair value step-up, increased interest expense and the increase in number of outstanding shares relating to the GW acquisition. On a non-GAAP adjusted basis, this is expected to be due to increased cash interest expense and an increase in the number of outstanding shares.
Excludes $200-$225 million of amortization of acquisition-related inventory fair value step-up, $8-$10 million of share-based compensation expense and $2-$4 million of transaction and integration expenses relating to the GW acquisition from estimated GAAP gross margin.
Excludes $221-$245 million of transaction and integration expenses relating to the GW acquisition and $127-$135 million of share-based compensation expense from estimated GAAP SG&A expenses.
Excludes $35-$45 million of share-based compensation expense and $7-$11 million of transaction and integration expenses relating to the GW acquisition from estimated GAAP R&D expenses.
Excludes the income tax effect of adjustments between GAAP net income and non-GAAP adjusted net income.
See "Non-GAAP Financial Measures" below. Reconciliations of non-GAAP adjusted guidance measures are included above and in the table titled "Reconciliation of GAAP to Non-GAAP Adjusted 2021 Net Income Guidance" at the end of this press release.