On October 22, 2025 Calidi Biotherapeutics, Inc. (NYSE American: CLDI) ("Calidi" or the "Company"), a clinical-stage biotechnology company pioneering the development of systemically delivered, targeted genetic medicines, reported the formation of its Scientific Advisory Board (SAB) comprised of leading industry and academic researchers in with deep expertise in drug development.

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The SAB will work with Calidi to further develop its RedTail platform and advance CLD-401 into the clinic. RedTail is Calidi’s groundbreaking approach to genetic medicines that utilizes an enveloped form of vaccinia virus genetically engineered to overexpress CD55 and avoid immune clearance, allowing for systemic delivery and targeting of genetic medicine payload(s) to sites of disease.

CLD-401, the first lead from the RedTail platform, is designed to home to metastatic sites after systemic administration, replicate only in tumors cells, induce an immune priming event at the tumor site, and express high levels of IL-15 superagonist in the tumor microenvironment, a potent cytokine that induces NK and T-cell responses to the tumor.

"We are excited to have such an internationally esteemed group of advisors working with the company," said Eric Poma, Ph.D., CEO of Calidi. "We believe their insight and experience will help guide the efficient development of CLD-401 into the clinic and advance what the utility of the RedTail platform in oncology and beyond."

Founding members of Calidi’s new Scientific Advisory Board are:

Mace L. Rothenberg, MD, FACP, is a physician-executive with more than 30 years of experience in drug development, translational research, and risk-benefit assessment.

Mace Rothenberg, MD is President and Executive Director of the Museum of Medicine and Biomedical Discovery. His nearly 40-year career has spanned government, academia, industry, and the not-for-profit sector. Prior to his current role, Dr. Rothenberg was Chief Medical Officer of Pfizer from 2019 to 2021, during which time the company developed and received Emergency Use Authorization for Comirnity, its Covid-19 vaccine. Prior to that role, Mace was Chief Development Officer/Head of Clinical Development & Medical Affairs for Pfizer Oncology. Over the course of 10 years in that role, his organization developed and obtained regulatory approval for 11 new cancer medicines. Prior to joining Pfizer, Dr. Rothenberg was Professor of Medicine at the University of Texas Health Science Center at San Antonio (1991-1998) and Vanderbilt University (1998-2008). Dr. Rothenberg began his career as Special Assistant to the Director, Division of Cancer Treatment at the National Cancer Institute in Bethesda, Maryland (1988-1991).

Dr. Rothenberg received his BA magna cum laude from the University of Pennsylvania, his MD from New York University, his post-graduate training in Internal Medicine at Vanderbilt, and his medical oncology training at the National Cancer Institute. He is a Fellow of the American College of Physicians, the American Society of Clinical Oncology (ASCO) (Free ASCO Whitepaper), and the New York Academy of Medicine.

Mace serves as a director of Tango Therapeutics, Surrozen, and Aulos Biosciences. He is chairman of the board of Chiara Biosciences. He also serves on the board of several non-profit organizations including the Pancreatic Cancer Action Network (PanCAN), NashBio, and the Councils of Advisors for the Vanderbilt-Ingram Cancer Center and Vanderbilt University School of Medicine Basic Sciences.

Dmitriy Zamarin MD, PhD, is a medical oncologist and Section Head of Gynecologic Medical Oncology and Co-Director of the Center of Excellence for Gynecologic Cancer and a world leader in virotherapy for cancer.

Dr. Dmitriy Zamarin is a member of the Icahn Genomics Institute and the Precision Immunology Institute at The Tisch Cancer Institute at the Icahn School of Medicine at Mount Sinai. Prior to Mount Sinai, Dmitriy spent a decade as a faculty and Translational Research Director in Gynecologic Medical Oncology at the Memorial Sloan Kettering Cancer Center before transitioning to his current role in September of 2023.

Dr. Zamarin has served as a principal investigator and a translational chair on multiple institutional and cooperative group clinical trials exploring novel immunotherapy combinations in gynecologic cancers and other solid tumors and serves as the translational research co-chair on the NRG Oncology Cervical Cancer committee. In the laboratory, his research uses mouse models to explore the mechanisms of tumor-immune system interactions and to develop novel therapeutics, with particular focus on oncolytic viruses, vaccines, and targeted therapies. For his work Dr. Zamarin has received awards and funding from multiple organizations including Damon Runyon Foundation, Ovarian Cancer Research Alliance, Department of Defense, and R01 grants from the National Cancer Institute.

John Wrangle, MD, MPH, is a thoracic oncologist and scientist and an expert in translation immunotherapy with extensive experience around IL-15-based treatment in metastatic cancer

Dr. John M. Wrangle is Associate Professor of Hematology/Oncology at the Medical University of South Carolina (MUSC) and holds the SmartState Burtschy Family Distinguished Endowed Chair in Lung Cancer Research.  He is a thoracic medical oncologist focused on developing novel immunotherapy and gene-based strategies for non–small cell lung cancer and other thoracic malignancies.

Dr. Wrangle completed his internship and residency in Internal Medicine at Emory University, followed by fellowship training in Hematology and Medical Oncology at Johns Hopkins University.  He is board certified in Internal Medicine and Medical Oncology.

In his clinical-translational work, Dr. Wrangle led the Phase 2 trial combining PD-1 checkpoint blockade with the IL-15 superagonist ALT-803 (now known as N-803), demonstrating tumor responses in patients with non–small cell lung cancer (Lancet Oncology, Wrangle et al. 2018).

Dr. Wrangle also leads efforts to translate lab discoveries into clinical trials, with recent support from the Department of Defense Lung Cancer Research Program to pursue gene-therapy–inspired cancer strategies.  He is deeply committed to reducing disparities in lung cancer care in underserved populations in South Carolina, aiming to bring cutting-edge therapies to patients outside major academic centers.

David T. Curiel, MD, PhD is a world leader in cancer immunotherapy and cancer virotherapy.

Dr. David T. Curiel is a tenured Professor in the Cancer Biology Division of the Department of Radiation Oncology at Washington University School of Medicine in St. Louis.  Dr. Curiel earned his MD from Emory University in 1982 and subsequently completed his internship and residency in internal medicine at Emory.

Dr. Curiel’s research has centered on engineering viral vectors for gene therapy, virotherapy, and vaccine development, with an emphasis on improving tumor targeting, immune evasion, and durable therapeutic effects.  His oncolytic virus efforts include translation toward clinical trials in glioblastoma, among other cancers.

During the COVID-19 pandemic, Dr. Curiel collaborated in developing a nasal vaccine delivered via adenovirus that elicits mucosal and systemic immunity; this vaccine has been licensed for development and has achieved regulatory authorizations in India.  He has been recognized with innovation awards for this work.

In recognition of his contributions to viral vector–based therapeutics and translation, Dr. Curiel was elected a Fellow of the National Academy of Inventors.  He is also a co-founder of biotech companies (e.g. DNAtrix, Precision Virologics) focused on translating gene- and virus-based therapies to the clinic.

(Press release, Calidi Biotherapeutics, OCT 22, 2025, View Source [SID1234656895])

On October 22, 2025 BioNTech SE (Nasdaq: BNTX, "BioNTech") reported it had commenced its public exchange offer (the "Offer") for all outstanding shares of CureVac N.V. (Nasdaq: CVAC, "CureVac"). The Offer is being made pursuant to the previously announced purchase agreement between BioNTech and CureVac, dated as of June 12, 2025 (the "Purchase Agreement"). Upon closing, the transaction will bring together two pioneers in mRNA science with complementary capabilities and technologies to advance the development of innovative and transformative investigational mRNA-based cancer immunotherapies for patients in need.

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With the acquisition, BioNTech aims to strengthen its research, development, manufacturing, and commercialization capabilities, complementing its expertise in mRNA design, delivery formulations, and mRNA manufacturing. The transaction marks a milestone in the execution of BioNTech’s oncology strategy, which focuses on two pan-tumor programs: mRNA-based cancer immunotherapy candidates, and pumitamig (BNT327), a PD-L1xVEGF-A bispecific antibody candidate. BioNTech’s all-stock acquisition of CureVac is expected to create long-term value for shareholders of both companies, building on BioNTech’s proven track record in mRNA research, development, manufacturing, and commercialization.

Under the terms of the Purchase Agreement, each CureVac share will be exchanged for approximately $5.46 in BioNTech American Depositary Shares ("ADSs"), resulting in an implied aggregate equity value for CureVac of approximately $1.25 billion (subject to the adjustments described below). The consideration is subject to a collar mechanism, such that if the 10-day volume weighted average price of a BioNTech ADS ending on, and including, the fifth business day prior to the closing of the Offer ("VWAP") is greater than or equal to $126.55, each CureVac share will be exchanged (the "Exchange Ratio") for 0.04318 of a BioNTech ADS, and if the VWAP is less than or equal to $84.37, the Exchange Ratio will be 0.06476 of a BioNTech ADS. For the duration of the Offer, an indicative Exchange Ratio will be available at www.envisionreports.com/CureVacOffer.

CureVac shareholders who want to participate in the Offer should contact their broker, dealer, or other nominee through which they hold their CureVac shares for further information. Any CureVac shareholder who has any questions, including regarding how to participate, may reach out to the information agent for the Offer, Georgeson LLC, at +1 888 686 7195 (toll free in the US), +1 732 353 1948 (collect) or [email protected].

The Offer will expire at 9:00 a.m. (New York City time) on December 3, 2025, unless extended or terminated earlier, in each case in accordance with the terms of the Purchase Agreement. The Offer is subject to various conditions, including at least 80% of CureVac’s shares (threshold may be reduced to 75% unilaterally by BioNTech under certain circumstances) being tendered into the Offer and accepted for payment and the receipt of required regulatory approvals.

As promptly as practicable following the expiration of the Offer, including the contemplated subsequent offering period, BioNTech and CureVac will effectuate a corporate reorganization of CureVac and its subsidiaries, resulting in BioNTech owning 100% of CureVac’s business. As part of this corporate reorganization, any holders of CureVac shares who do not participate in the Offer will receive the same consideration as they would have received had they participated in the Offer; however, BioNTech ADSs (and cash in lieu of fractional BioNTech ADSs) received pursuant to such reorganization may be subject to Dutch dividend withholding tax at a rate of 15%. The exchange agent may withhold and sell BioNTech ADSs to satisfy any such withholding tax.

In connection with the commencement of the Offer, CureVac will convene an extraordinary general meeting of shareholders (the "EGM") to be held on November 25, 2025. The EGM will be called to vote on certain resolutions by the CureVac shareholders relating to the proposed transaction with BioNTech, including the post-offer corporate reorganization of CureVac and its subsidiaries, and the appointment of new members to the management and supervisory boards, each as further to be set out in the agenda and explanatory notes that will be made available to CureVac’s shareholders. The convening notice, agenda, explanatory notes, and other relevant materials for the EGM will be made available free of charge at CureVac’s registered office and on its website (View Source). The registration date for CureVac shareholders is October 28, 2025. CureVac shareholders will be able to attend and vote at the EGM, either in person or by proxy, subject to the procedures set forth in the convening notice, in particular complying with the notification cut-off date on November 20, 2025. The adoption of the proposed resolutions relating to the post-offer reorganization and the post-closing composition of the management and supervisory boards at the EGM is a condition to the expiration of the Offer.

Should you need help or have questions relating to the EGM and to vote your shares, please contact CureVac’s information agent, Sodali, at [email protected] or +49 69 95179985.

BioNTech has filed a registration statement on Form F-4 and amendments thereto (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC"), which has not yet become effective. BioNTech has filed with the SEC a Tender Offer Statement on Schedule TO, including as exhibits an offer to exchange/prospectus and letter of transmittal, which include the terms of the Offer. Additionally, CureVac has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC containing the recommendation of its management board and supervisory board that CureVac shareholders tender their shares into the Offer. The Schedule TO, Registration Statement, Schedule 14D-9, their exhibits and other Offer materials can be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting Georgeson LLC, the information agent for the Offer, as set out above.

(Press release, BioNTech, OCT 22, 2025, View Source [SID1234656894])

On October 22, 2025 Aurigene Oncology Limited, a clinical-stage biopharmaceutical company developing novel therapies in oncology, reported that it will present new data from its proprietary Targeted Protein Degradation (TPD) and Proximity Inducer Platform (A-PROX) at the AACR (Free AACR Whitepaper)-NCI-EORTC AACR-NCI-EORTC (Free AACR-NCI-EORTC Whitepaper) International Conference on Molecular Targets and Cancer Therapeutics (EORTC-NCI-AACR) (Free ASGCT Whitepaper) (Free EORTC-NCI-AACR Whitepaper) being held at the Hynes Convention Centerin Boston, MA, from October 22–26, 2025.

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Aurigene’s A-PROX platform integrates library screening, direct-to-biology chemistries, proprietary ternary complex assays, modelling algorithms, and structure-based design to accelerate the discovery and optimization of both protein degraders, molecular glues and proximity inducers.

Through this integrated approach, Aurigene has advanced a strong pre-clinical portfolio of next-generation degraders, including a SMARCA2-selective degrader, which recently received Investigational New Drug (IND) approval from the United States Food and Drug Administration (FDA); a pan-KRAS degrader; a SMARCA4-selective degrader; and a p300 degrader.

"Our A-PROX platform represents a significant step forward in the rational discovery of targeted protein degraders and molecular glues," said Dr. Murali Ramachandra, CEO of Aurigene Oncology Ltd. "We are excited to share our progress at the AACR (Free AACR Whitepaper)-NCI-EORTC conference and continue advancing differentiated therapies that have the potential to transform cancer treatment."

These programmes underscore Aurigene’s capability to deliver potent, paralogue-selective, and mutant-agnostic degraders, enabling the targeting of previously undruggable oncology pathways. Aurigene’s proprietary long-acting injectable (LAI) formulation has enabled infrequent intravenous dosing, just once every three weeks for most molecules, while maintaining excellent efficacy.

Poster Presentations

Title: Identification of an orally bio-available SMARCA2 selective degrader for treatment of SMARCA4 mutant cancers
Presenting Author: Susanta Samajdar
Presentation Date/Time: Oct 25 12:30-4PM ET
Abstract Number: C025

This presentation describes the identification and characterization of an orally bioavailable SMARCA2 degrader with good potency and selectivity over SMARCA4. SMARCA2 and SMARCA4 regulate chromatin architecture by mobilizing and repositioning nucleosomes on DNA, which is critical for various genomic functions, including transcriptional regulation, DNA recombination and repair, and mitotic chromosome segregation. Loss-of-function mutations or silencing of SMARCA4 are frequently observed in multiple cancer types, where tumorigenesis becomes dependent on the residual SMARCA2 degrader with good potency and selectivity over SMARCA4. In this study, the lead SMARCA2 degrader demonstrated potent antitumor activity, driven by efficient SMARCA2 degradation, in multiple SMARCA4-deficient cell line-derived xenograft (CDX) models at well-tolerated dose levels. Additionally, with the use of Aurigene’s proprietary long-acting injectable (LAI) formulation, AUR110, a candidate with US-FDA clearance for first-in-human studies, has shown potent and comparable anti-tumor activity following once every three week intravenous dosing.

Aurigene will also be showcasing other pipeline programmes in poster presentations at the conference, including:

Title: Discovery and development of a highly differentiated, efficacious, first-in-class anti-SIRPα/β dual antibody with single agent phagocytosis activity
Presenting Author: Subhra Chakrabarty
Presentation Date/Time: Oct 24 12:30-4PM ET
Abstract Number: B077

Title: Discovery and preclinical characterization of novel macrocyclic KIF18A inhibitors for treatment of chromosomally instable tumors
Presenting Author: Susanta Samajdar
Presentation Date/Time: Oct 23 12:30-4PM ET
Abstract Number: A030

Title: Development of a Differentiated, Best-in-Class oral Cbl-b inhibitor with Robust Immune Activation and Favourable Safety for Cancer Immunotherapy
Presenting Author: Susanta Samajdar
Presentation Date/Time: Oct 25 12:30-4PM ET
Abstract Number: C059

(Press release, Aurigene Discovery Technologies, OCT 22, 2025, View Source [SID1234656893])

On October 22, 2025 Arvinas, Inc. (Nasdaq: ARVN), a clinical-stage biotechnology company creating a new class of drugs based on targeted protein degradation, reported that preclinical data for ARV-806, a PROTAC KRAS G12D degrader, will be presented at the 2025 AACR (Free AACR Whitepaper)-NCI-EORTC AACR-NCI-EORTC (Free AACR-NCI-EORTC Whitepaper) International Conference on Molecular Targets and Cancer Therapeutics (EORTC-NCI-AACR) (Free ASGCT Whitepaper) (Free EORTC-NCI-AACR Whitepaper) in Boston, Massachusetts.

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The presentation details are as follows:

Title: Preclinical Activity of ARV-806, a PROTAC KRAS G12D Degrader
Presentation Type: Poster presentation
Poster Number: B107
Session: Poster Session B
Date: October 24, 2025
Time: 12:30-4pm ET

The full abstract can be accessed via the AACR (Free AACR Whitepaper)-NCI-EORTC online program.

About ARV-806
ARV‑806 is a novel, investigational PROTAC degrader designed to selectively target and degrade mutant Kirsten rat sarcoma (KRAS) G12D. KRAS is one of the most frequently mutated human oncogenes and G12D is the most common mutation of the KRAS protein. Therefore, ARV-806 has the potential to address high unmet need in solid tumors, such as pancreatic, colorectal and lung cancer. ARV‑806 is currently being evaluated in a Phase 1 clinical trial in patients with advanced solid tumors harboring KRAS G12D mutations.

(Press release, Arvinas, OCT 22, 2025, View Source [SID1234656892])

On October 22, 2025 The Board of Directors of Alligator Bioscience AB ("Alligator Bioscience" or the "Company") reported, subject to approval by an extraordinary general meeting on 25 November 2025, resolved to carry out an issue of ordinary shares and warrants ("units") with preferential rights for the Company’s existing shareholders of initially approximately SEK 120 million (the "Rights Issue"). The Company has received subscription undertakings and subscription intentions amounting to a total of approximately SEK 6 million, corresponding to approximately 5 percent of the Rights Issue. Furthermore, the Company has received guarantee commitments amounting to a total of approximately SEK 72 million, corresponding to approximately 60 percent of the Rights Issue, which in total is covered by subscription undertakings, subscription intentions and guarantee commitments of approximately SEK 78 million, corresponding up to approximately 65 percent of the Rights Issue. Alligator Bioscience intends to use the proceeds from the Rights Issue, after repayment of the bridge loans and part of the outstanding loan that Alligator Bioscience raised from Fenja Capital II A/S ("Fenja Capital") in 2024, to support the ongoing process to secure a partnership for mitazalimab as well as for furthering other pipeline projects and general corporate purposes. The Rights Issue is subject to approval by an extraordinary general meeting on 25 November 2025. The notice of the extraordinary general meeting will be announced in a separate press release. To secure the Company’s liquidity needs until the completion of the Rights Issue, the Company has entered into bridge loan agreements of SEK 17 million in total on market terms. In connection with the Rights Issue, Alligator Bioscience has also renegotiated the outstanding loan from Fenja Capital. As part of the renegotiation, Alligator Bioscience has undertaken to issue warrants to Fenja Capital, free of charge.

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Summary
• The Rights Issue includes units and will initially, if fully subscribed, provide Alligator Bioscience with approximately SEK 120 million before issue costs. Each unit consists of two (2) ordinary shares and one (1) warrant series TO 14. The warrants series TO 14 are intended to be admitted to trading on Nasdaq Stockholm.
• One (1) warrant series TO 14 entitles the holder to subscription of one (1) ordinary share in the Company during the period from and including 5 March 2026 up to and including 19 March 2026. Thus, the Company may receive additional proceeds in March 2026 if the warrants series TO 14 are exercised for subscription of new ordinary shares.
• The exercise price for the warrants series TO 14 shall correspond to 70 percent of the volume-weighted average price of the Company’s ordinary share on Nasdaq Stockholm during the period from and including 10 February 2026 up to and including 27 February 2026, however not lower than the quota value of the share and not higher than 125 percent of the subscription price per ordinary share in the Rights Issue.
• Final terms of the Rights Issue, including subscription price, increase of the share capital and number of ordinary shares and warrants issued, are intended to be published no later than 24 November 2025. The subscription price for each unit is intended to be set based on a discount to TERP (theoretical share price after separation of unit rights) of approximately 35 percent based on the volume-weighted average share price of the Company’s ordinary share on Nasdaq Stockholm during the period from and including 18 November 2025 up to and including 24 November 2025, however not less than the new quota value of the share subject to resolution by the extraordinary general meeting on 25 November 2025 (i.e. SEK 0.20) and not more than SEK 1.89, multiplied by two (2) (the "Subscription Price").
• The Rights Issue is covered to approximately 5 percent by subscription undertakings and subscription intentions, and to approximately 60 percent by guarantee commitments, corresponding to a total of approximately 65 percent of the Rights Issue in total.
• Provided that the Rights Issue is approved by the extraordinary general meeting on 25 November 2025, the record date for the Rights Issue will be 2 December 2025, and the subscription period will run from and including 4 December 2025 up to and including 18 December 2025.
• The last day of trading in the Company’s shares including right to receive unit rights in the Rights Issue is 28 November 2025 and the first day of trading in the Company’s shares without the right to receive unit rights in the Rights Issue is 1 December 2025.
• Trading in unit rights will take place on Nasdaq Stockholm from and including 4 December 2025 up to and including 15 December 2025.
• To secure the Company’s liquidity needs until the completion of the Rights Issue, the Company has entered into bridge loan agreements of SEK 17 million in total on market terms.
• In connection with the Rights Issue, Alligator Bioscience has renegotiated the outstanding loan raised in 2024 from Fenja Capital.
• The Company intends to publish a prospectus regarding the Rights Issue around 28 November 2025 (the "Prospectus").

Søren Bregenholt, CEO of Alligator Bioscience, comments:
"The upcoming Rights Issue and the renegotiated loan agreement with Fenja Capital will provide Alligator Bioscience with 6–9 months of additional financial runway in 2026. This will enable us to continue advancing mitazalimab towards Phase 3 development, progress our broader pipeline, and pursue our ongoing business development activities. In a challenging market environment, we remain appreciative of the continued trust and support shown by our shareholders."
Background and reason for the Rights Issue
Alligator Bioscience is a research-based biotechnology company developing antibody-based pharmaceuticals for cancer treatment. The Company specializes in the development of tumor-directed immunotherapies, in particular agonistic mono- and bispecific antibodies. In immunotherapy, the patients’ immune system is activated to cure cancer. The term tumor-directed means that the drug is administered or designed such that the pharmacological effect is localized to the tumor. This results in an advantageous efficacy and safety profile.

The clinical drug candidate mitazalimab (previously ADC-1013) is an agonistic, or stimulatory, antibody that targets CD40, a receptor on the dendritic cells of the immune system, which are the cells that detect enemies such as cancer cells. In preclinical experimental models, mitazalimab has been shown to induce a potent tumor-targeted immune response and provide long-lasting tumor immunity. In addition, preclinical data have demonstrated how mitazalimab can be used against multiple types of cancer. The study OPTIMIZE-1 is an open-label, multi-center trial assessing the clinical efficacy of mitazalimab in combination with chemotherapy (mFOLFIRINOX) in patients with first line metastatic pancreatic cancer. The trial was initiated in Q3 2021, and top line data was announced on 29 January 2024 showing that the trial met the primary endpoint. On 22 September 2025, the Company announced final 30-month data. The final readout confirms data maturity, demonstrating both primary and secondary efficacy endpoints that compare favorably with historical controls. As previously reported, the objective response rate (ORR) was 54.4 percent (42.1 percent confirmed). The median duration of response was 12.6 months, with a median progression-free survival (PFS) of 7.8 months. Median OS reached 14.9 months, with OS rates of 58 percent, 37 percent, 26 percent, and 21 percent at 12, 18, 24, and 30 months, respectively—an unprecedented outcome in this hard-to-treat cancer. These results underscore a durable benefit, with a meaningful proportion of patients achieving long-term survival beyond two years. These results further strengthen the rationale for advancing mitazalimab into a pivotal Phase 3 trial in metastatic pancreatic cancer together with a partner.

Given the capital needs that the Company’s development and commercialization plans give rise to, Alligator Bioscience assesses that its existing working capital is not sufficient to cover the Company’s capital needs. To ensure continued successful progress in accordance with the Company’s business plan and strategy, including the ongoing process to secure a partnership for mitazalimab and further develop other pipeline projects, the Board of Directors has decided to carry out the Rights Issue.

Upon full subscription in the Rights Issue, the Company will initially receive approximately SEK 120 million before issue costs. The costs related to the Rights Issue are estimated at full subscription, to amount to a maximum of approximately SEK 17 million, of which approximately SEK 9 million is attributable to guarantee compensation (provided that all guarantors choose to receive the compensation in cash). The expected net proceeds from the Rights Issue are thus estimated to amount to approximately SEK 103 million. The net proceeds from the Rights Issue, after repayment of the bridge loans and part of the loan that Alligator Bioscience raised from Fenja Capital in 2024 (as detailed below), are intended to support the ongoing process to secure a partnership for mitazalimab as well as for furthering other pipeline projects and general corporate purposes.

In March 2026, the Company may receive additional proceeds if the warrants series TO 14 issued in the Rights Issue are exercised for subscription of new ordinary shares. The net proceeds from the exercise of warrants series TO 14 are intended to be used with up to 50 percent of the part exceeding SEK 6 million to repay the outstanding loan from Fenja Capital (as detailed below) and the remaining part as working capital for the Company.

Terms of the Rights Issue
The Board of Directors has today, subject to the approval by the extraordinary general meeting on 25 November 2025, resolved on an issue of units consisting of ordinary shares and warrants series TO 14, with preferential rights for existing shareholders. Through the Rights Issue, Alligator Bioscience may receive initial issue proceeds of approximately SEK 120 million, excluding the additional proceeds that may be received upon exercise of the warrants series TO 14 that are issued in the Rights Issue. Those who are registered as shareholders in the Company on the record date 2 December 2025 are entitled to subscribe for units with preferential rights.

Final terms of the Rights Issue, including Subscription Price, increase of the share capital and number of ordinary shares and warrants issued, are intended to be published no later than 24 November 2025. Each unit consists of two (2) ordinary shares and one (1) warrant series TO 14. The warrants series TO 14 are issued free of charge. The Subscription Price is intended to be set based on a discount to TERP (theoretical share price after separation of unit rights) of approximately 35 percent based on the volume-weighted average share price of the Company’s ordinary share on Nasdaq Stockholm during the period from and including 18 November 2025 up to and including 24 November 2025, however not less than the new quota value of the share subject to resolution by the extraordinary general meeting on 25 November 2025 (i.e. SEK 0.20) and not more than SEK 1.89, multiplied by two (2). The warrants series TO 14 are intended to be admitted to trading on Nasdaq Stockholm.

Subscription of units with or without preferential rights shall be made during the period from and including 4 December 2025 up to and including 18 December 2025. Unit rights that are not exercised during the subscription period will become invalid and lose their value. Trading in unit rights takes place on Nasdaq Stockholm during the period from and including 4 December 2025 up to and including 15 December 2025 and trading in BTU (paid subscribed units, "BTU") during the period from and including 4 December 2025 up to and including 13 January 2026.

One (1) warrant series TO 14 entitles the holder the right to subscribe for one (1) new ordinary share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average price of the Company’s ordinary share on Nasdaq Stockholm during the period from and including 10 February 2026 up to and including 27 February 2026, however not lower than the quota value of the share and not higher than 125 percent of the Subscription Price per ordinary share in the Rights Issue. Subscription of ordinary shares by exercise of warrants series TO 14 shall be made during the period from and including 5 March 2026 up to and including 19 March 2026.

If not all units are subscribed for by exercise of unit rights, allotment of the remaining units shall be made within the highest amount of the issue: firstly, to those who have subscribed for units by exercise of unit rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of unit rights that each and every one of those, who have applied for subscription of units without exercise of unit rights, have exercised for subscription of units; secondly, to those who have applied for subscription of units without exercise of unit rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of units the subscriber in total has applied for subscription of units; and thirdly, to those who have provided guarantee commitments with regard to subscription of units, in proportion to such guarantee commitments. To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.

Subscription undertakings, subscription intentions and guarantee commitments
The Company has received subscription undertakings from a number of existing shareholders, amounting in total to approximately SEK 5.2 million, corresponding to approximately 4.4 percent of the Rights Issue. In addition, the Company’s Chairman of the Board of Directors, Hans-Peter Ostler, CEO, Søren Bregenholt, and CFO, Johan Giléus, have expressed their intention to subscribe for units in the Rights Issue for their respective pro rata share of the Rights Issue, amounting in total to approximately SEK 0.7 million, corresponding to approximately 0.6 percent of the Rights Issue. Members of the Company’s Board of Directors and management are prevented, under applicable rules on market abuse, from entering into undertakings to subscribe for units in the Rights Issue, as a result of the Company being in a so-called closed period until the publication of the interim report for the third quarter of 2025, and are expected to enter into binding subscription undertakings after the closed period has ended. No compensation will be paid for subscription undertakings or subscription intentions.

The Company has also entered into agreements with certain existing larger shareholders and a number of external investors on guarantee commitments of a total of approximately SEK 72 million, corresponding to approximately 60 percent of the Rights Issue. According to the guarantee agreements, cash compensation is paid with 12 percent of the guaranteed amount, corresponding to a total of approximately SEK 8.7 million, or 14 percent of the guaranteed amount in the form of newly issued units in the Company, with the same terms and conditions as for units in the Rights Issue, including the Subscription Price in the Rights Issue.

In total, the Rights Issue is covered by subscription undertakings, subscription intentions and guarantee commitments amounting up to approximately SEK 78 million, corresponding to approximately 65 percent of the Rights Issue. Neither the subscription undertakings, the subscription intentions, nor the guarantee commitments are secured by bank guarantees, blocked funds, pledges or similar arrangements.

In order to enable issue of units as guarantee compensation to the guarantors who choose to receive guarantee compensation in the form of newly issued units, the Board of Directors has proposed that the extraordinary general meeting on 25 November 2025, among other things, resolves on approval of the Rights Issue and authorization for the Board of Directors to resolve on issue of such units to guarantors.

A subscription of units in the Rights Issue (other than by exercising preferential rights) which result in an investor acquiring a shareholding corresponding to or exceeding a threshold of ten (10) percent or more of the total number of votes in the Company following the completion of the Rights Issue, must prior to the investment be filed with the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter, "ISP"). To the extent any guarantors’ fulfilment of their guarantee commitment entails that the investment must be approved by the ISP in accordance with the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar), such part of the guarantee is conditional upon notification that the application of the transaction is left without action or that approval has been obtained from the ISP.

In addition, pursuant to the guarantee commitment provided by Fenja Capital, Fenja Capital’s obligation to fulfil its guarantee commitment in connection with the Rights Issue may be postponed in order to secure that Fenja Capital’s shareholding in the Company does not amount to or exceed 30 per cent of the Company’s votes after the completion of the Rights Issue.

Preliminary time plan for the Rights Issue

24 November 2025 Publication of final terms of the Rights Issue, including Subscription Price
25 November 2025 Extraordinary general meeting
28 November 2025 Estimated publication of the Prospectus
28 November 2025 Last day of trading incl. preferential rights
1 December 2025 First day of trading excl. preferential rights
2 December 2025 Record date in the Rights Issue
4 – 15 December 2025 Trading in unit rights
4 – 18 December 2025 Subscription period
22 December 2025 Estimated publication of the outcome of the Rights Issue
4 December 2025 – 13 January 2026 Trading in paid subscribed units (BTU)
Lock-up agreements
In connection with the Rights Issue, all shareholding members of the Board of Directors and senior management in Alligator Bioscience have undertaken towards Vator Securities AB, subject to customary exceptions, not to sell or carry out other transactions with a similar effect as a sale unless, in each individual case, first having obtained written approval from Vator Securities AB. Decisions to give such written consent are resolved upon by Vator Securities AB and an assessment is made in each individual case. Consent may depend on both individual and business reasons. The lock-up undertakings only cover the shares held prior to the Rights Issue and the lock-up period lasts for 180 days after the announcement of the Rights Issue.

Extraordinary general meeting and voting commitments
The Board of Directors’ resolution on the Rights Issue is subject to approval by the extraordinary general meeting on 25 November 2025. The resolution on the Rights Issue is subject to and conditional upon that the extraordinary general meeting also resolves to reduce the share capital to cover loss, to amend the Articles of Association in accordance with the Board of Directors’ proposal to the extraordinary general meeting, as well as to authorize the Board of Directors to resolve on issue of units to the guarantors and warrants to Fenja Capital. Notice of the extraordinary general meeting will be announced in a separate press release.

The Company has received irrevocable voting commitments from certain of the Company’s major shareholders, who together hold approximately 4.4 percent of the votes in the Company. The voting commitments mean that the shareholders have committed to vote in favor of the Rights Issue and all relevant resolutions at the extraordinary general meeting on 25 November 2025.

Bridge loans and renegotiation of previous loan
In order to secure the Company’s liquidity needs until the Rights Issue has been completed, the Company has raised bridge loans of SEK 17 million in total from Fenja Capital, Linus Berger and Philip Olsson. As compensation for the loans, an arrangement fee of 3 percent and a monthly interest rate of 0.75 percent are paid. Pursuant to the bridge loan agreements, the lenders are not obliged to disburse the bridge loans until the extraordinary general meeting on 25 November 2025 has approved the Rights Issue but may nonetheless resolve to do so. According to the bridge loans, the loans shall be repaid in connection with the Rights Issue or no later than 31 January 2026.

In June 2024, Alligator Bioscience entered into a financing agreement with Fenja Capital pursuant to which Fenja Capital provided loans with an aggregate nominal amount of SEK 68 million and furthermore also subscribed for convertibles with an aggregate nominal amount of SEK 12 million (the "Initial Financing"). For further details on the Initial Financing, please see the Company’s press release from 25 June 2024. In connection with the rights issue carried out during December 2024 – February 2025, the Company renegotiated the Initial Financing, which led to the arrangement of a new loan (the "Previous Loan") as well as the repayment of all outstanding convertibles. The Previous Loan has subsequently been renegotiated in May 2025 and September 2025, respectively. As a result of the renegotiations, the repayment structure was amended and the maturity date of the Previous Loan was extended to 31 December 2025. In addition, the parties agreed that Fenja Capital could choose to convert all or part of the outstanding nominal amount under the Previous Loan into new ordinary shares in the Company through set-off. For further information on the renegotiations of the Previous Loan, please see the Company’s press releases from 9 May 2025 and 8 September 2025, respectively.

The outstanding amount under the Previous Loan amounts to approximately SEK 23.1 million. In connection with the Rights Issue, Alligator Bioscience has renegotiated the Previous Loan with Fenja Capital. The Company will, in connection with the Rights Issue, repay a total amount of approximately SEK 11.2 million (including a repayment fee of approximately SEK 0.5 million), after which the remaining nominal amount under the loan will be SEK 12.5 million (the "New Loan"). In connection with the Rights Issue, Fenja Capital has provided a guarantee commitment of SEK 30 million, as well as a bridge loan of SEK 10 million (as detailed above). Pursuant to the bridge loan agreement, the arrangement fee of the bridge loan as well as the repayment fee and the amendment fee pursuant to the New Loan agreement plus any additional outstanding interest of the New Loan will be deducted from the bridge loan upon disbursement of the bridge loan to the Company. Furthermore, to the extent the guarantee commitment is exercised, Fenja Capital shall be entitled and obliged to pay for the amount so exercised through set-off against the bridge loan, the repayment amount and the amendment fee pursuant to the New Loan agreement as well as the accrued interest outstanding under the bridge loan and the New Loan (provided that such amounts have not been deducted already in connection with the disbursement of the bridge loan as described above), subject to the provisions of the New Loan agreement. To the extent the guarantee commitment is exercised for an amount in excess of the above-mentioned set-off amounts, the remaining part of the guarantee commitment shall be paid in cash. Furthermore, the previous right for Fenja Capital to request conversion of all or part of the outstanding nominal loan amount into new ordinary shares in the Company through set-off has been terminated through the New Loan agreement.

The New Loan is subject to an arrangement fee of approximately SEK 0.6 million and bears an annual interest rate at STIBOR 3M (however minimum 3 percent) plus an interest margin of 10 percent, paid on a quarterly basis. In addition to the repayment in connection with the Rights Issue, the Company shall, upon exercise of warrants series TO 14, use up to 50 percent of the part of the net proceeds that exceeds SEK 6 million for repayment of the New Loan, including the repayment fee and accrued interest on the amount so paid. Furthermore, to the extent that the outstanding New Loan at the end of a calendar quarter, after the exercise of the warrants series TO 14, exceeds 10 percent of the Company’s market capitalization, the Company shall repay an amount of SEK 2 million. The maturity date for the New Loan is 30 September 2026.

In connection with the New Loan, Alligator Bioscience has also undertaken to issue warrants series 2025/2030 to Fenja Capital, free of charge. The number of warrants to be issued shall correspond to a total dilution of five percent calculated on the total number of ordinary shares outstanding in the Company immediately after the completion of the Rights Issue (including any ordinary shares issued as part of the units issued to guarantors that have chosen to receive remuneration in units). The exercise price for the warrants shall correspond to 140 percent of the Subscription Price, rounded to the nearest whole öre. The warrants will be subject to terms and conditions that contain customary recalculation terms. The Board of Directors intends to resolve on the issue of warrants series 2025/2030 to Fenja Capital pursuant to an authorization from the extraordinary general meeting intended to be held on 25 November 2025, no later than five business days following the registration of the Rights Issue with the Swedish Companies Registration Office. The warrants will be exercisable for subscription of ordinary shares in the Company from the date of registration of the warrants with the Swedish Companies Registration Office up to and including 31 October 2030. The warrants will not be admitted to trading.

Prospectus
Full terms and conditions for the Rights Issue, as well as other information about the Company and information about subscription undertakings, guarantee commitments and lock-up agreements will be presented in the Prospectus that the Company is expected to publish on or around 28 November 2025.

Advisers
Vator Securities AB acts as Sole Global Coordinator and bookrunner in connection with the Rights Issue. Setterwalls Advokatbyrå AB is legal adviser to Alligator Bioscience in connection with the Rights Issue. Vator Securities AB acts as the issuing agent in connection with the Rights Issue.

(Press release, Alligator Bioscience, OCT 22, 2025, View Source [SID1234656891])