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Kronos Bio Appoints Biopharma Industry Veteran Jorge F. DiMartino, M.D., Ph.D., as Chief Medical Officer

On November 20, 2019 Kronos Bio, Inc., dedicated to the development of first-in-class therapies that modulate historically undruggable targets, reported that it has appointed Jorge F. DiMartino, M.D., Ph.D., as Chief Medical Officer and Executive Vice President, Clinical Development. In this newly created position, Dr. DiMartino will lead Kronos Bio’s clinical function and oversee the advancement of its oncology pipeline, which includes two preclinical programs discovered via the company’s Small Molecule Microarray (SMM) screening platform (Press release, Kronos Bio, NOV 20, 2019, View Source [SID1234551533]). Dr. DiMartino will be based in Kronos’ San Mateo office.

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"As a physician-scientist focused on translational development, Jorge is ideally suited to join Kronos at this stage of our growth, as we are focused on discovering bioactive molecules against oncology targets that have historically been considered undruggable," said Norbert Bischofberger, Ph.D., President and Chief Executive Officer of Kronos. "Jorge’s deep expertise in epigenetics and protein homeostasis will be uniquely valuable in our effort to develop drugs which interfere with transcription factors, pursue targeted protein degradation, and advance highly-differentiated products into human testing."

Dr. DiMartino joins Kronos from Celgene Corp., where he served as Vice President, Translational Development, Protein Homeostasis and Epigenetics Thematic Center of Excellence. At Celgene, Dr. DiMartino built a discovery team with industry leading epigenetic profiling capabilities in pursuit of chromatin modifier targets. His translational team has driven BET and LSD1 inhibitor programs through Phase 1, delivering robust data packages to support proof of concept trial designs. Prior to Celgene, he was Group Medical Director, BioOncology/ Exploratory Clinical Development at Genentech Inc., where he was the Development Team Leader for the BCL2 (venetoclax, navitoclax) collaboration with Abbvie, Inc. and managed a team advancing a broad portfolio of early-stage oncology compounds.

"I look forward to leveraging my oncology drug development expertise, which spans drug discovery to Phase 3 trial design, to help Kronos build its clinical organization and progress its two lead preclinical programs toward Investigational New Drug applications," said Dr. DiMartino. "Kronos’ mission to discover and develop novel therapies against historically undruggable cancer targets dovetails perfectly with my passion for understanding cancer biology and translating this knowledge into clinical development strategies to benefit cancer patients."

In addition to his work in industry, since 2007 Dr. DiMartino has been an Adjunct Clinical Assistant Professor of Pediatrics in the Division of Hematology/Oncology at Stanford University School of Medicine, participating in the care of pediatric oncology patients. Earlier in his academic career, he was Assistant Professor of Pediatrics, Division of Experimental Hematology, at Cincinnati Children’s Hospital Medical Center. Prior to that, he was an Instructor in the Departments of Pathology and Pediatrics at Stanford University School of Medicine, where he studied how chimeric transcription factors mediate leukemogenesis.

Dr. DiMartino received a B.A. in genetics from the University of California, Berkeley, a Ph.D. in immunology from Cornell University Graduate School of Medical Sciences, and an M.D. from the University of California, San Diego, School of Medicine. He completed a residency in pediatrics and a fellowship in pediatric hematology/oncology at the Lucile Salter Packard Children’s Hospital at Stanford, and a post-doctoral fellowship in the Department of Pathology at Stanford.

Phio Pharmaceuticals Announces Closing of Public Offering of Common Stock

On November 20, 2019 Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a biotechnology company developing the next generation of immuno-oncology therapeutics based on its proprietary self-delivering RNAi (INTASYL) therapeutic platform, reported the closing of its previously announced public offering of 10,000,000 shares of its common stock at a public offering price of $0.10 per share (Press release, Phio Pharmaceuticals, NOV 20, 2019, View Source [SID1234551532]). The Company’s Chairman, Robert Bitterman; board director, Geert Cauwenbergh; board director, Robert L. Ferrara; President & CEO, Gerrit Dispersyn; VP of Business Operations, James Cardia and VP of Finance & Administration, Caitlin Kontulis, each purchased shares in the offering. The gross proceeds from the offering, before deducting placement agent fees and other offering expenses, are approximately $1.0 million.

H.C. Wainwright & Co. acted as exclusive placement agent for the offering.

Phio intends to use the net proceeds from the offering to fund the development of its immuno-oncology programs, for other research and development activities and for general working capital needs.

The shares of common stock described above were offered by Phio pursuant to a shelf registration statement on Form S-3 (File No. 333-224031) filed with the Securities and Exchange Commission (the "SEC") on March 29, 2018 and declared effective by the SEC on April 6, 2018. The final terms of the offering were disclosed in a prospectus supplement filed with the SEC on November 18, 2019. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10022, via e-mail at [email protected] or via telephone at (646) 975-6996.

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

Cellectis Wins Patent Challenge in Europe for a Method Using CRISPR-Cas9 for Gene Editing in T-Cells

On November 20, 2019 Cellectis (Euronext Growth: ALCLS; Nasdaq: CLLS), a biopharmaceutical company focused on developing immunotherapies based on gene-edited allogeneic CAR T-cells (UCART), reported that European Patent EP3004337, which claims a method of preparing T-cells for immunotherapy using the CRISPR-Cas9 system, initially granted on August 2, 2017, has been upheld by the European Patent Office (EPO) following an opposition procedure initiated in May 2018 (Press release, Cellectis, NOV 20, 2019, View Source [SID1234551531]).

European Patent EP3004337 claims a method of genetically modifying T-cells by introduction into the cells and/or expression in the cells of an RNA-guided endonuclease, and a specific guide RNA that directs an endonuclease to at least one targeted locus in the T-cell genome, where it is expressed from transfected mRNA and guide RNA is expressed in the cells as a transcript from a DNA vector. The patent also covers the expansion phase of the resulting cells in vitro.

The inventors of this patent are Dr. André Choulika, Chairman and CEO, Cellectis, Dr. Philippe Duchateau, Chief Scientific Officer, Cellectis and Dr. Laurent Poirot, VP, Immunology Department, Cellectis.

Celgene Announces Plans to Transfer Listing of Celgene’s Contingent Value Rights Following Closing of Acquisition by Bristol-Myers Squibb

On November 20, 2019 Celgene Corporation (NASDAQ: CELG) reported that following the completion of Celgene’s acquisition by Bristol-Myers Squibb Company (NYSE: BMY), Bristol-Myers Squibb and Celgene plan to transfer the listing of Celgene’s contingent value rights (NASDAQ: CELGZ) ("Celgene CVRs") that are related to Celgene’s ABRAXANE product from the NASDAQ Global Market to the New York Stock Exchange ("NYSE") (Press release, Celgene, NOV 20, 2019, View Source [SID1234551530]). As a result, Celgene notified the NASDAQ Global Market today of its intent to initiate the voluntary delisting of the Celgene CVRs. The Celgene CVRs are expected to begin trading on the NYSE under the symbol "CELGRT" following their official delisting from the NASDAQ Global Market, which is expected to occur on December 2, 2019.

Bristol-Myers Squibb Completes Acquisition of Celgene, Creating a Leading Biopharma Company

On November 20, 2019 Bristol-Myers Squibb Company (NYSE:BMY) reported that it has completed its acquisition of Celgene Corporation (NASDAQ:CELG) following the receipt of regulatory approval from all government authorities required by the merger agreement and, as announced on April 12, 2019, approval by Bristol-Myers Squibb and Celgene stockholders (Press release, Bristol-Myers Squibb, NOV 20, 2019, View Source [SID1234551529]).

Upon completion of the acquisition, pursuant to the terms of the merger agreement, Celgene became a wholly owned subsidiary of Bristol-Myers Squibb Company. Under the terms of the merger, Celgene shareholders received for each share, 1.00 share of Bristol-Myers Squibb common stock, $50.00 in cash without interest and one tradeable Contingent Value Right (CVR), which will entitle the holder to receive a payment of $9.00 in cash if certain future regulatory milestones are achieved. Celgene common stock ceased trading as of the close of trading today. On November 21, 2019, newly issued Bristol-Myers Squibb shares and CVRs will commence trading on the New York Stock Exchange, with the CVRs trading under the symbol "BMYRT."

"This is an exciting day for Bristol-Myers Squibb as we bring together the leading science, innovative medicines and incredible talent of Bristol-Myers Squibb and Celgene to create a leading biopharma company," said Giovanni Caforio, M.D., Chairman and Chief Executive Officer of Bristol-Myers Squibb. "With our leading franchises in oncology, hematology, immunology and cardiovascular disease, and one of the most diverse and promising pipelines in the industry, I know we will deliver on our vision of transforming patients’ lives through science. I am excited about the opportunities for our current employees and the new colleagues that we welcome to the Company as we work together to deliver innovative medicines to patients."

Since announcing the transaction on January 3, 2019, there have been a number of tangible advancements toward delivering on the key value drivers for the merger, including: further progress relating to the patent estate for REVLIMID, the U.S. Food and Drug Administration (FDA) approval of INREBIC (fedratinib) for the treatment of certain forms of myelofibrosis, the U.S. FDA approval of REBLOZYL (luspatercept-aamt) for the treatment of anemia in certain adult patients with beta thalassemia, and regulatory filings of luspatercept and ozanimod in the U.S. and Europe. The Company has also made substantial progress toward the planning of a successful integration. For an overview of the combined company and the milestones achieved while the transaction was pending, visit www.bestofbiopharma.com.

OTEZLA Divestiture Update

As announced on August 26, 2019, in connection with the regulatory approval process for the transaction, Celgene entered into an agreement to divest the global rights to OTEZLA (apremilast) to Amgen (NASDAQ:AMGN) for $13.4 billion in cash following the closing of the merger with Bristol-Myers Squibb. On November 15, 2019, Bristol-Myers Squibb announced that the U.S. Federal Trade Commission (FTC) accepted the proposed consent order in connection with the pending merger of Bristol-Myers Squibb and Celgene, thereby permitting the parties to close the merger. Bristol-Myers Squibb expects the OTEZLA divestiture to be completed promptly following the closing of the merger and plans to prioritize the use of proceeds for debt reduction.

Accelerated Share Repurchase Program

Bristol-Myers Squibb also announced that its Board of Directors has authorized the repurchase of $7 billion of Bristol-Myers Squibb common stock.

In connection with this authorization, Bristol-Myers Squibb has entered into accelerated share repurchase (ASR) agreements with Morgan Stanley & Co. LLC and Barclays Bank PLC to repurchase, in aggregate, $7 billion of Bristol-Myers Squibb common stock. Bristol-Myers Squibb expects to fund the repurchase with cash on-hand. Approximately 80 percent of the shares to be repurchased under the transaction will be received by Bristol-Myers Squibb on November 27, 2019. The total number of shares ultimately repurchased under the program will be determined upon final settlement and will be based on a discount to the volume-weighted average price of Bristol-Myers Squibb’s common stock during the ASR period. Bristol-Myers Squibb anticipates that all repurchases under the ASR will be completed by the end of the second quarter of 2020.

Board Appointments

As previously announced, in connection with the closing of the transaction, Michael Bonney, Dr. Julia A. Haller and Phyllis Yale have joined the Bristol-Myers Squibb Board of Directors, expanding the size of the Board from 11 to 14. Mr. Bonney and Dr. Haller served on Celgene’s Board of Directors until the closing of the transaction. All three new directors bring valuable skill sets and significant experience relevant to Bristol-Myers Squibb’s business.

Advisors

Morgan Stanley & Co. LLC is serving as lead financial advisor to Bristol-Myers Squibb, and Evercore and Dyal Co. LLC are serving as financial advisors to Bristol-Myers Squibb. Kirkland & Ellis LLP is serving as Bristol-Myers Squibb’s legal counsel. J.P. Morgan Securities LLC is serving as lead financial advisor and Citi is acting as financial advisor to Celgene. Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Celgene.