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Entry into a Material Definitive Agreement

On December 23, 2022, Vor Biopharma Inc. (the "Company") entered into an At-the-Market Equity Offering Sales Agreement (the "Agreement") with Stifel, Nicolaus & Company, Incorporated ("Stifel") under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.0001 per share (the "Common Stock"), having an aggregate offering price of up to $125.0 million after the date of the Agreement through Stifel as its sales agent (Filing, 8-K, Vor BioPharma, DEC 23, 2022, View Source [SID1234625601]). Also on December 23, 2022, the Company filed a prospectus supplement offering up to $125.0 million of shares of its Common Stock in accordance with the Agreement, on the Company’s Registration Statement on Form S-3 (No. 333-263541). The Agreement replaces the Open Market Sale AgreementSM between the Company and Jefferies LLC, dated March 14, 2022, which was terminated effective as of December 22, 2022.

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Stifel may sell the Common Stock under the Agreement (A) in negotiated transactions with the consent of the Company or (B) by any other method permitted by law deemed to be an "at-the-market" offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including block transaction, sales made directly on the Nasdaq Global Select Market or sales made into any other existing trading market for the shares of Common Stock. Stifel will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Stifel a commission of up to three percent (3.0%) of the gross sales proceeds of any Common Stock sold through Stifel under the Agreement, and also has provided Stifel with customary indemnification rights. In addition, the Company has agreed to reimburse certain legal expenses and fees by Stifel in connection with the offering.

The Company is not obligated to make any sales of Common Stock under the Agreement. The offering of shares of Common Stock pursuant to the Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Agreement or (ii) termination of the Agreement in accordance with its terms.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the 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.

LegoChem Biosciences and Amgen Enter into a Multi-Target Research Collaboration and License Agreement for the Development of Antibody-Drug Conjugates

On December 23, 2022 LegoChem Biosciences, Inc. (‘LCB’) (KOSDAQ:141080) reported on December 23 that it has entered into a research collaboration and license agreement with Amgen, whereby it granted Amgen rights to research, develop, and commercialize ADCs directed against up to 5 targets selected by Amgen based on LCB’s proprietary ConjuAll ADC technology (Press release, LegoChem Biosciences, DEC 23, 2022, View Source [SID1234625590]).

Under the terms of the agreement, LCB is eligible to receive up to USD 1.25 billion including upfront, development and commercial milestone payments, and is also eligible for tiered royalties as a percentage of worldwide commercial sales by Amgen.

LCB’s clinical-stage ConjuAll ADC technology platform provides optimized site-specific conjugation, as well as cancer-selectively activating linker and payload technologies for ADCs. It overcomes the limitations associated with conventional technologies that produce heterogeneous ADCs with its greater potency, safety and stability, and enables the development ADCs with a wider therapeutic window and improved manufacturability.

"Amgen has a proven track record of bringing transformative medicines to market, and we are pleased that they selected our ADC technology to integrate with their efforts to develop next-generation ADCs," said Yong-Zu Kim, LCB’s President and CEO. "This licensing agreement demonstrates LCB’s continued recognition as an industry-leading ADC player and further enhances our ability to innovate through global partnership as we build out our pipeline and accelerate our transformation into a fully-integrated oncology company."

LCB has continued to build a robust ADC licensing deal flow with 12 transactions completed with a cumulative deal volume of over USD 5 billion.

Arcus Biosciences Announces New Employment Inducement Grants

On December 23, 2022 Arcus Biosciences, Inc. (NYSE:RCUS), an oncology-focused biopharmaceutical company working to create best-in-class cancer therapies, reported that the Compensation Committee of the Company’s Board of Directors granted four new employees options to purchase a total of 11,250 shares of the Company’s common stock at an exercise price per share of $20.41, which was the closing price on December 23, 2022, and restricted stock units to acquire a total of 5,625 shares of the Company’s common stock (Press release, Arcus Biosciences, DEC 23, 2022, View Source [SID1234625589]). The equity awards were granted pursuant to the Company’s 2020 Inducement Plan, which was approved by the Company’s Board of Directors in January 2020 pursuant to the "inducement exception" under NYSE Listed Company Manual Rule 303A.08.

IceCure Medical Ltd. Announces Closing of $14.5 Million Public Offering Priced At-The-Market Under Nasdaq Rules

On December 23, 2022 IceCure Medical Ltd. (Nasdaq: ICCM) (TASE: ICCM) ("IceCure" or the "Company"), developer of minimally-invasive cryoablation technology, the ProSense System that destroys tumors by freezing, reported the closing of its previously announced "best efforts" public offering of 8,787,880 shares of the Company’s ordinary shares (the "Ordinary Shares") priced at-the-market under Nasdaq rules at a price to the public of $1.65 per share. The gross proceeds of the offering to the Company were approximately $14.5 million, before deducting placement agent fees, commissions, and other estimated offering expenses (Press release, IceCure Medical, DEC 23, 2022, View Source [SID1234625588]).

A.G.P./Alliance Global Partners acted as lead placement agent for the offering on a best efforts basis. Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as a co-placement agent for the offering.

The Company intends to use the net proceeds from the offering to fund the development of its next generation single Probe and MultiSense systems, collecting clinical data and adding regulatory approvals in new territories and indications, business development, marketing and selling activities as well as for working capital and general corporate purposes.

This offering of the Ordinary Shares is being made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-267272) previously filed with the U.S. Securities and Exchange Commission (the "SEC"). The offering was made by means of a prospectus supplement and accompanying base prospectus. The final prospectus supplement and accompanying prospectus have been filed with the SEC, and are available on the SEC’s website located at View Source Electronic copies of the final prospectus supplement may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, 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.

Gilead Sciences To Present At Upcoming Investor Conference

On December 23, 2022 Gilead Sciences, Inc. (Nasdaq: GILD) reported that its executives will be speaking at the following investor conference (Press release, Gilead Sciences, DEC 23, 2022, View Source [SID1234625586]):

J.P. Morgan Healthcare Conference on Monday, January 9, 2023 beginning at 10:30 a.m. Pacific Time

The live webcast can be accessed at the company’s investors page at investors.gilead.com. The replay will be available for at least 30 days following the presentation.