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Entry into a Material Definitive Agreement

On May 29, 2019, Spherix Incorporated, a Delaware corporation (the "Company"), reported that its entered into a Securities Purchase Agreement (the "Purchase Agreement") with a single accredited investor (the "Purchaser") for the sale by the Company of 221,000 shares (the "Shares") of the Company’s common stock, par value $0.0001 per share (the "Common Stock") at a purchase price of $2.60 per share, and pre-funded common stock purchase warrants to purchase up to 86,692 shares of Common Stock (the "Warrants") at a purchase price of $2.5999 per Warrant, which represents the per Share purchase price, less a $0.0001 per share exercise price for each of the Warrants (Filing, 8-K, Spherix, MAY 29, 2019, View Source [SID1234539016]). The Company sold the Shares and Warrants for aggregate gross proceeds of approximately $799,991 which transaction closed on May 31, 2019.

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The Purchase Agreement contains customary representations and warranties of the Company, termination rights of the parties and certain covenants of the Company.

The Warrants are immediately exercisable for $0.0001 per share until exercised in full, except that a holder will not have the right to exercise any portion of the Warrant if the holder (together with its affiliates) would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage upon notice to the Company, but in no event in excess of 9.99%, provided that any increase in such percentage shall not be effective until 61 days after such notice. The Warrants may also be exercisable on a "cashless" basis.

The Company received net proceeds of approximately $799,991 from the sale of the Shares and Warrants. The net proceeds will be used for working capital purposes.

The Shares, Warrants and shares of Common Stock underlying the Warrants (the "Warrant Shares") were, or in the case of the Warrant Shares, will be, offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the "SEC") on January 9, 2018 and subsequently declared effective on January 19, 2018 (File No. 333-222488) (the "Registration Statement"), and the base prospectus contained therein. The Company filed a prospectus supplement with the SEC on May 31, 2019 in connection with the sale of the Shares, Warrants and Warrant Shares.

A copy of the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the Shares, Warrants and Warrant Shares offered by us is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The foregoing is only a brief description of the Purchase Agreement and the Warrant and does not purport to be a complete description thereof. Such descriptions are qualified in their entirety by reference to the forms of the Purchase Agreement and the Warrant, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

MaxCyte CEO Doug Doerfler to Present at 2019 BIO International Convention

On May 29, 2019 MaxCyte reported that Doug Doerfler, Chief Executive Officer, will provide a company overview at the 2019 BIO International Convention on Wednesday, June 5, at 1:15 p.m. ET at the Pennsylvania Convention Center in Philadelphia (Press release, MaxCyte, MAY 29, 2019, View Source [SID1234537619]).

In his presentation, Mr. Doerfler will discuss:

The status of MaxCyte’s Phase I dose-escalation clinical trial with MCY-M11, a wholly-owned non-viral mRNA-based therapeutic candidate from MaxCyte’s CARMA platform. Investigators recently began dosing in the trial’s second cohort of individuals with relapsed/refractory ovarian cancer and peritoneal mesothelioma. MaxCyte is one of a small number of companies with a cell therapy for solid tumours in the clinic, and successful dosing represents MaxCyte’s unique approach to chimeric antigen receptor ("CAR") therapy, including its rapid manufacturing process.
MaxCyte’s commercial momentum including new multi-drug commercial agreements signed with CRISPR Therapeutics, Precision BioSciences and with Kite, a Gilead Company. All programs enable non-viral cell engineering for development of multiple CAR-T drug candidates. MaxCyte’s total number of cell therapy partnered program licenses total more than 70 including more than 35 partnered program licensed for clinical development.
MaxCyte’s newly launched next generation of commercially-oriented instruments and consumables, under the ExPERT brand. This includes three instrument formats with enhanced design and functionality, coupled with a wider range of consumables that offer expanded utility from early research to clinical and commercial use.

For more information about the conference, please visit: //convention.bio.org/

Innate Pharma announces publication in Cell on innovative multifunctional NKp46 NK cell engagers (NKCEs)

On May 29, 2019 Innate Pharma SA (the "Company" – Euronext Paris: FR0010331421 – IPH) reported the publication of data demonstrating the potential of multifunctional NKp46 NKCEs in cancer immunotherapy (Press release, Innate Pharma, MAY 29, 2019, View Source [SID1234536717]). These findings, led by Professor Eric Vivier and the Innate Pharma teams in collaboration with Aix−Marseille University and the Marseille Immunopole cluster, were released in an article entitled "Multifunctional natural killer cell engagers targeting NKp46 trigger protective tumor immunity" in the online issue of Cell yesterday.

"Our multifunctional NKp46 NKCE technology provides a versatile platform to generate formats with the potential to co-engage up to three activating receptors on NK cells and two different tumor antigens on cancer cells," explains Eric Vivier, Chief Scientific Officer of Innate Pharma, Professor at Aix-Marseille University and lead author of this publication. "These preclinical observations demonstrate the potential of NKp46 NKCEs, which were stable and had promising chemistry and manufacturing profiles compatible with industrial development. Together with a stronger anti-tumor activity in preclinical models than traditional standard therapeutic antibodies, these results support the clinical development of NKCEs for cancer immunotherapy".

Most attempts in anti-tumor therapy to date have focused on manipulating effector T cells. T cell engager formats are in clinical development, but their use has so far been limited mostly to hematological diseases because of their potential toxicity. In this paper, the authors describe the manipulation of NK cells in cancer via NKCEs based on their anti-tumor effector potential and favorable toxicity profile as compared to T cells.

NKp46 NKCEs binds to one or two antigens at the surface of tumor cells, and engage both CD16 and NKp46 activating receptors on NK cells. The co-engagement of NKp46 synergizes with CD16 to induce full NK cell activation and tumor cell lysis. Further, NKp46 expression is often conserved on infiltrating NK cells in most solid tumors.

In the scope of the expanded oncology R&D collaboration announced in October 2018, AstraZeneca has recently acquired an option to exclusively license a multi-specific NKp46 NK cell engager from Innate Pharma preclinical portfolio.

Innate Pharma is eligible for up to $855 million in opt-in payments, development and commercial milestones and high-single to double-digit tiered royalties on net sales for this molecule if the option is exercised prior to the molecule reaching clinical development. After opt-in and up to the start of a Phase III clinical trial, AstraZeneca will incur all the development costs. Innate retains the right to participate in cost sharing for Phase III clinical trials in order to receive 50% profit and loss sharing within the EU.

In addition, Innate Pharma has a research collaboration and licensing agreement with Sanofi for the generation and evaluation of up to two bispecific NK cell engagers (one of which is now the IPH61 program), using Innate Pharma’s technology and Sanofi’s technology and tumor targets. Under the terms of this license agreement, Sanofi is responsible for the development, manufacturing and commercialization of products resulting from the research collaboration. Innate Pharma is eligible to receive up to €400m in development and commercial milestone payments as well as royalties on net sales.

Myovant Sciences Announces $100 Million Public Offering of Common Shares

On May 29, 2019 Myovant Sciences (NYSE: MYOV) ("Myovant"), a clinical-stage healthcare company focused on developing and commercializing innovative therapies for women’s health and prostate cancer, reported that it has commenced an underwritten public offering of $100 million of its common shares (Press release, Myovant Sciences, MAY 29, 2019, https://investors.myovant.com/news-releases/news-release-details/myovant-sciences-announces-100-million-public-offering-common [SID1234536698]). All of the common shares are being offered by Myovant. In connection with this offering, Myovant expects to grant the underwriters a 30-day option to purchase up to an additional $15.0 million of its common shares in the offering on the same terms and conditions. Myovant currently intends to use the net proceeds from the offering primarily to fund its clinical development programs, including the Phase 3 LIBERTY 2 trial in uterine fibroids and heavy menstrual bleeding and the Phase 3 HERO trial in advanced prostate cancer, preparations for potential future regulatory approvals and commercialization of relugolix, as well as for working capital and other general corporate purposes.

J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Cowen and Company, LLC and Evercore Group L.L.C. are acting as joint book-running managers for the offering. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the offering.

A shelf registration statement relating to the offered common shares was filed with the Securities and Exchange Commission (SEC) and became effective upon filing on May 24, 2019. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website, located at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained, when available, from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, by email at [email protected] or by phone at (866) 803-9204, Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, by email at [email protected], by phone at (866) 471-2526 or by facsimile at (212) 902-9316, Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attn: Prospectus Department, by phone at 1-631-274-2806, or Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, New York, NY 10055, by phone at (888) 474-0200, or by email at [email protected].

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities, and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.

Oncolytics Biotech(R) to Present at the 9th Annual LD Micro Invitational Investor Conference

On May 29, 2019 Oncolytics Biotech Inc. (NASDAQ: ONCY) (TSX: ONC), currently developing pelareorep, an intravenously delivered immuno-oncolytic virus, reported that it will present at the 9th Annual LD Micro Invitational Investor Conference (Press release, Oncolytics Biotech, MAY 29, 2019, View Source [SID1234536694]). The presentation, by Kirk Look, Chief Financial Officer of Oncolytics, will take place at 2:40 pm PT, on Tuesday, June 4, 2019 at the Luxe Sunset Boulevard Hotel in Los Angeles.

A live audio link to the webcast session will be available on the Company’s website at View Source It is recommended that listeners log on 10 minutes in advance of the live session to register and download any necessary software. An audio replay will be accessible approximately two hours following the presentation on the Oncolytics website.