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Molecular Templates, Inc. Announces Pricing of $50.0 Million Public Equity Offering

On November 21, 2019 Molecular Templates, Inc. (Nasdaq: MTEM) (the "Company" or "Molecular"), a clinical-stage biopharmaceutical company focused on the discovery and development of the Company’s proprietary engineered toxin bodies (ETBs), which are differentiated, targeted, biologic therapeutics for cancer, reported the pricing of its underwritten public offering of 6,000,000 shares of its common stock at a public offering price of $8.00 per share and 250 shares of its newly designated Series A convertible preferred stock at a public offering price of $8,000 per share (Press release, Molecular Templates, NOV 21, 2019, View Source [SID1234551562]). Each share of Series A convertible preferred stock will be convertible into 1,000 shares of common stock at the holder’s option, subject to beneficial ownership limitations. All of the shares of common stock and Series A convertible preferred stock to be sold in the offering are being sold by Molecular. In addition, Molecular has granted to the underwriters a 30-day option to purchase up to 900,000 additional shares of common stock. The offering is expected to close on or about November 25, 2019, subject to the satisfaction of customary closing conditions. The gross proceeds to Molecular from the offering, before deducting the underwriting discounts and commissions and estimated offering expenses payable by Molecular, are expected to be $50.0 million.

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Molecular intends to use the net proceeds from the offering, together with its existing cash and cash equivalents, to fund: its ongoing Phase II clinical studies for MT-3724; its ongoing Phase I clinical study of MT-5111; its share of development expenses in its CD38 collaboration with Takeda; its program PD-L1 (including its anticipated upcoming Phase I clinical study for PD-L1); further preclinical development and drug discovery activities in its other programs and for working capital and general corporate purposes.

Cowen, Barclays and Stifel are acting as joint book-running managers for the offering. Oppenheimer & Co. is acting as lead manager for the offering. Ladenburg Thalmann is acting as co-manager for the offering.

Laidlaw & Company (UK) Ltd. is acting as financial advisor in connection with the offering.

The securities are being offered by Molecular pursuant to a shelf registration statement on Form S-3 that was previously filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective by the SEC. A preliminary prospectus supplement relating to the offering was filed with the SEC and a final prospectus supplement relating to the offering will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Cowen and Company, LLC, c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, or by telephone at (833) 297-2926; Barclays Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (888) 603-5847; and Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, or by telephone at (415) 364-2720 or by email at [email protected]. You may also obtain these documents free of charge by visiting the SEC’s website at www.sec.gov.

This press release does 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 registration or qualification under the securities laws of any such state or other jurisdiction.

Bristol-Myers Squibb Company Announces Final Results of Exchange Offers for Celgene Corporation Notes

On November 21, 2019 Bristol-Myers Squibb Company (NYSE:BMY) ("Bristol-Myers Squibb") reported the final results of the offers to exchange (the "Exchange Offers") notes (the "Celgene Notes") issued by Celgene Corporation (NASDAQ:CELG) ("Celgene") for up to $19,850,000,000 aggregate principal amount of new notes to be issued by Bristol-Myers Squibb Company (the "Bristol-Myers Squibb Notes") and cash and the related consent solicitations (the "Consent Solicitations") made by Bristol-Myers Squibb on behalf of Celgene to adopt certain proposed amendments (the "Amendments") to the indentures governing the Celgene Notes (Press release, Bristol-Myers Squibb, NOV 21, 2019, View Source [SID1234551560]). The Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on November 20, 2019 (the "Expiration Date").

As of the Expiration Date, an aggregate of $18.5 billion principal amount of Celgene Notes had been validly tendered and not validly withdrawn as set forth in the table below:

Eligible holders of Celgene Notes who validly tendered and did not validly withdraw such notes at or prior to the Expiration Date are eligible to receive $1,000 principal amount of the Bristol-Myers Squibb Notes of the applicable series for each $1,000 principal amount of Celgene Notes pursuant to the terms set forth in the confidential offering memorandum and consent solicitation statement dated April 17, 2019 and the related letter of transmittal, each as amended by the press releases dated May 1, 2019, May 24, 2019, June 28, 2019, September 23, 2019, October 8, 2019, October 18, 2019, October 30, 2019, November 1, 2019, November 5, 2019, November 7, 2019, November 12, 2019 and November 15, 2019 (as so amended, the "offering memorandum and consent solicitation statement" and the "letter of transmittal", respectively). Eligible holders of Celgene Notes who validly tendered and did not validly withdraw such notes at or prior to 5:00 p.m., New York City time, on May 1, 2019 ("Early Participation Date") are eligible to receive on the settlement date an early participation payment of $1.00 in cash (the "Early Participation Payment"), even if on such settlement date such noteholder is no longer the noteholder of record of such Celgene Notes.

As previously disclosed, on the Early Participation Date, requisite consents were received and supplemental indentures were executed, eliminating substantially all restrictive covenants and certain events of default and other provisions in each of the indentures governing the Celgene Notes. Such supplemental indentures will only become operative upon the settlement date of the Exchange Offers.

The Exchange Offers and Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement and the related letter of transmittal, and were conditioned upon, among other things, the closing of Bristol-Myers Squibb’s acquisition of Celgene (the "Merger"), which was completed on November 20, 2019. As of the Expiration Date, all conditions to the Exchange Offers and Consent Solicitations were satisfied. The settlement date of the Exchange Offers and Consent Solicitations is expected to occur on November 22, 2019.

Each Bristol-Myers Squibb Note issued in the Exchange Offers for a validly tendered Celgene Note will have an interest rate and maturity date that is identical to the interest rate and maturity date of the tendered Celgene Note, as well as identical interest payment dates and optional redemption terms. No accrued and unpaid interest is payable upon acceptance of any Celgene Notes in the Exchange Offers and Consent Solicitations. However, the first interest payment on the Bristol-Myers Squibb Notes will include the accrued and unpaid interest from the applicable Celgene Notes tendered in exchange therefor so that a tendering eligible holder will receive the same interest payment it would have received had its Celgene Notes not been tendered in the Exchange Offers and Consent Solicitations. The Bristol-Myers Squibb Notes will be unsecured and unsubordinated obligations of Bristol-Myers Squibb and will rank equally with all of Bristol-Myers Squibb’s other unsecured and unsubordinated indebtedness from time to time outstanding.

Documents relating to the Exchange Offers and Consent Solicitations were only distributed to eligible holders of Celgene Notes who completed and returned an eligibility form confirming that they are either a "qualified institutional buyer" under Rule 144A or not a "U.S. person" and outside the United States under Regulation S for purposes of applicable securities laws. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the confidential offering memorandum and consent solicitation statement and the related letter of transmittal.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offers and Consent Solicitations were made solely pursuant to the confidential offering memorandum and consent solicitation statement and the related letter of transmittal and only to such persons and in such jurisdictions as are permitted under applicable law.

The Bristol-Myers Squibb Notes offered in the Exchange Offers have not been registered under the Securities Act of 1933, as amended, or any state securities laws. Therefore, the Bristol-Myers Squibb Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and any applicable state securities laws.

Vivoryon Therapeutics AG to Publish Third Quarter 2019 Results on November 28, 2019

On November 21, 2019 Vivoryon Therapeutics AG (Euronext Amsterdam: VVY),reported that it will publish its third quarter financial results and a business update for the period ended September 30, 2019 on Thursday, November 28, 2019, in the form of an interim management report (Press release, Vivoryon Therapeutics, NOV 21, 2019, View Source [SID1234551556]).

Dragonfly Therapeutics Announces Collaboration with AbbVie in Autoimmune Diseases and Oncology

On November 21, 2019 Dragonfly Therapeutics ("Dragonfly"), a biotech company developing novel immunotherapies that use the natural immune system to treat disease, and AbbVie (NYSE: ABBV ), a research-driven, global biopharmaceutical company, reported their collaboration to explore multiple targets with a focus on advancing a range of novel Dragonfly-based immunotherapies based on autoimmune and oncological antibodies to natural killer cells Indications were developed (Press release, Dragonfly Therapeutics, NOV 21, 2019, View Source [SID1234551543]).

The collaboration gives AbbVie the option to license exclusive intellectual property rights worldwide to develop and market products targeted to specific targets. These targets were developed using Dragonfly’s TriNKET technology platform.

"AbbVie is committed to providing patients with better treatment options by investing in breakthrough technologies and platforms," said Tom Hudson , MD, senior vice president of research and development and chief scientific officer at AbbVie. "The Dragonfly team has made impressive progress in advancing their platform, and they’ve demonstrated the potential in their technology to treat a whole range of diseases."

"AbbVie is a global leader in the treatment of chronic, immune-mediated diseases and is setting new standards in caring for people living with cancer," said Dragonfly Co-Founder and Chief Executive Officer Bill Haney , "We look forward to working with the AbbVie team to develop new treatments for patients. "

AbbVie will make an upfront payment to Dragonfly and, if successful, interim payments on major landmarks and royalties.

Announcement of Series A2 financing

On November 20, 2019 Thyas reported that it has raised JPY 240 million in Series A2 financing on November 20, with participation from Kyoto University Innovation Capital Co., Ltd., Chushin Venture Capital Co., Ltd., and Future Venture Capital Co., Ltd. (Press release, Thyas , NOV 20, 2019, View Source [SID1234629210]).

The funds will be used for accelerating the research and development including preclinical studies of iPS cell-derived T cell therapy for the treatment of solid cancers.