Entry into a Material Definitive Agreement

On May 25, 2022, Celsion Corporation ("Celsion") reported that entered into an At the Market Offering Agreement (the "Agreement") with H.C. Wainwright & Co., LLC, as sales agent ("Wainwright"), pursuant to which Celsion may offer and sell, from time to time, through Wainwright shares of common stock, par value $0.01 per share, of Celsion having an aggregate offering price of up to $ 7,500,000 (the "Shares") (Filing, 8-K, Celsion, MAY 25, 2022, View Source [SID1234615027]). Celsion intends to use the net proceeds from the offering, if any, for general corporate purposes, including research and development activities, capital expenditures and working capital. Pending the application of the net proceeds, Celsion intends to invest the net proceeds in short-term, investment grade, interest-bearing securities.

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Celsion is not obligated to sell any Shares under the Agreement. Subject to the terms and conditions of the Agreement, Wainwright will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of The Nasdaq Capital Market, to sell Shares from time to time based upon Celsion’s instructions, including any price, time or size limits or other customary parameters or conditions Celsion may impose.

Under the Agreement, Wainwright may sell Shares by any method deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.

The Agreement may be terminated by Wainwright or Celsion at any time upon notice to the other party, or by Wainwright at any time in certain circumstances, including the occurrence of a material adverse change in Celsion. Unless earlier terminated, the Agreement will automatically terminate upon the issuance and sale of all of the Shares subject to the Agreement through Wainwright on the terms and subject to the conditions set forth in the Agreement.

Celsion will pay Wainwright a commission of 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Wainwright with customary indemnification and contribution rights. Celsion has also agreed to reimburse Wainwright for legal fees and disbursements, not to exceed $35,000 in the aggregate, in connection with entering into the Agreement.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

The purchasers in and placement agent for the Company’s January 2022 preferred stock offerings provided consents under their respective purchase and placement agent agreements for the At the Market Offering program.

The Shares will be issued pursuant to Celsion’s previously filed and effective Registration Statement on Form S-3 (File No. 333-254515), the base prospectus dated March 30, 2021, filed as part of such Registration Statement, and the prospectus supplement dated May 25, 2022, filed by Celsion with the Securities and Exchange Commission. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy Shares, nor shall there be any sale of the Shares 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.

Aptose to Provide Program Updates at KOL Webinar on Thursday, June 2nd

On May 25, 2022 Aptose Biosciences Inc. (NASDAQ: APTO, TSX: APS), a clinical-stage precision oncology company developing highly differentiated oral kinase inhibitors to treat hematologic malignancies, reported that it will host a key opinion leader (KOL) webinar on HM43239 and luxeptinib and their roles in the treatment of acute myeloid leukemia (AML) on Thursday, June 2, 2022 at 4:30 pm Eastern Time (Press release, Aptose Biosciences, MAY 25, 2022, View Source [SID1234615026]).

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The call will feature KOLs Brian Druker, M.D., of the Oregon Health & Science University, Naval G. Daver, M.D., of The University of Texas MD Anderson Cancer Center, and Brian Andrew Jonas, M.D., Ph.D., of the University of California, Davis, who will discuss the current treatment landscape and unmet medical need in treating patients with acute myeloid leukemia AML, as well as their experiences with Aptose’s investigational therapies.

The Aptose leadership team also will provide a data update on their two potential treatments for patients with AML and B cell malignancies: HM43239, an oral genotype-agnostic small molecule inhibitor of a constellation of kinases operative in myeloid malignancies, and luxeptinib, an oral inhibitor of kinases operative in lymphoid and myeloid malignancies.

A question and answer session will follow the formal presentations. To register for the event, please click here.

Brian Druker, M.D., has devoted his career to improving the lives of cancer patients. For his contributions to medical research, Dr. Druker was nominated for the Lasker-DeBakey Clinical Medical Research Award in 2009. Dr. Druker is most well-known for his role in developing Gleevec for patients with chronic myeloid leukemia (CML). Dr. Druker’s other career milestones include being named a Howard Hughes Medical Investigator in 2002, becoming a member of the National Academy of Sciences in 2007, winning the Japan Award in 2011, and being elected to the American Academy of Arts and Sciences in 2012. Dr. Druker received his Doctor of Medicine from the School of Medicine at the University of California, San Diego, completed his residency in internal medicine at Washington University in St. Louis, Missouri, and did an oncology fellowship at Dana-Farber Cancer Institute at Harvard Medical School.

From his earliest days, Dr. Druker was a dedicated researcher, winning the President’s Undergraduate Research Award at the University of California, San Diego. He is the recipient of a Lifetime Achievement Award from the Leukemia & Lymphoma Society, the Medal of Honor from the American Cancer Society and many other awards.

Naval G. Daver, M.D. is an Associate Professor in the Department of Leukemia at MD Anderson. He completed his medical school from Grant Medical College and Sir J group of Hospitals Mumbai, followed by a residency and fellowship in hematology-oncology from Baylor College of Medicine. He is a clinical investigator with a focus on molecular and immune therapies in AML and Myelofibrosis and is principal investigator on >25 ongoing institutional, national and international clinical trials in these diseases. These trials focus on developing a personalized therapy approach by targeting specific mutations or immune pathways expressed by patients with AML, evaluating novel combinations of targeted, immune and cytotoxic agents, and identifying and overcoming mechanism of resistance. He is especially interested in developing monoclonal and bispecific antibodies, immune checkpoint and vaccine based approaches in AML, MDS, and myelofibrosis and is leading a number of these trials at MD Anderson. Dr. Daver has published >150 peer-reviewed manuscripts and is on the editorial board of numerous hematology specific journals. He has also authored numerous abstracts at national and international conferences.

Brian A. Jonas, MD, PhD, FACP is an Associate Professor and clinician scientist in the Division of Hematology and Oncology at UC Davis Comprehensive Cancer Center (UCDCCC), where he specializes in acute myeloid leukemia (AML), myelodysplastic syndrome (MDS), acute lymphoblastic leukemia (ALL), and other hematologic malignancies. He received his medical degree and PhD in biochemistry and molecular biology from UC Davis School of Medicine and completed his internship, residency, and a fellowship in hematology and oncology at Stanford University School of Medicine. Dr. Jonas leads the UCDCCC clinical and translational research program in AML, MDS, and ALL, with an emphasis on early drug development. He is PI on several clinical trials, including multiple investigator-initiated trials and ETCTN trials. He chairs the UCDCCC Hematological Malignancies Working Group and is Chair of the UCDCCC Data and Safety Monitoring Committee. He serves on the National Comprehensive Cancer Network panels for AML, MDS and ALL.

Redx to Present at Jefferies Global Healthcare Conference in New York

On May 25, 2022 Redx (AIM: REDX), the clinical-stage biotechnology company focused on discovering and developing novel, small molecule, highly targeted therapeutics for the treatment of cancer and fibrotic disease, reported that Lisa Anson, Chief Executive Officer, and Peter Collum, Chief Financial Officer, will be presenting in-person at the Jefferies Global Healthcare Conference in New York on Wednesday 8 June 2022 at 9:30am ET / 14:30 GMT (Press release, Redx Pharma, MAY 25, 2022, View Source [SID1234615024]). Alongside the presentation, the Company will also be available for one-to-one meetings.

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The presentation will be webcast live and can be accessed via the following link: View Source Following the event, a recording will be made available on the investor section of the Company’s website at: View Source

RAPT Therapeutics Announces Private Placement Financing of $50 Million

On May 25, 2022 RAPT Therapeutics, Inc. (Nasdaq: RAPT), a clinical-stage, immunology-based biopharmaceutical company focused on discovering, developing and commercializing oral small molecule therapies for patients with significant unmet needs in inflammatory diseases and oncology, reported a $50 million private investment in public equity (PIPE) financing from the sale of pre-funded warrants to purchase up to 4 million shares of its common stock at a price per pre-funded warrant of $12.4999 to Redmile Group, based on the closing price per share of RAPT on May 24, 2022 (Press release, RAPT Therapeutics, MAY 25, 2022, https://investors.rapt.com/news-releases/news-release-details/rapt-therapeutics-announces-private-placement-financing-50 [SID1234615023]). Gross proceeds from the PIPE financing total approximately $50 million, before deducting offering expenses. The closing of the PIPE financing is subject to customary closing conditions and is expected to close on May 27, 2022.

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The shares of common stock underlying the pre-funded warrants have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements. RAPT has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock underlying the pre-funded warrants.

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

Oxford Vacmedix announces Innovate UK funding for development of novel T-cell potency assays

On May 25, 2022 Oxford Vacmedix UK Limited (OVM) reported the award of a Small Business Research Initiative contract from Innovate UK to fund research into the development of novel T-cell based potency assays (Press release, Oxford Vacmedix, MAY 25, 2022, View Source;utm_medium=rss&utm_campaign=innovate-uk-funding-for-development-of-novel-t-cell-potency-assays [SID1234615022]). These assays will support the development of vaccines for diseases of epidemic potential using the company’s proprietary recombinant overlapping peptide (ROP) technology and will pave the way for more cost-effective, rapid testing and improved control of manufacturing for vaccines. This is particularly important in the development of new vaccines for low- and middle-income countries and the findings may also be important in cancer research.

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One of the key issues in vaccine development is the need for potency assays for Quality Control release and stability testing. Traditionally, in vivo testing is used to determine vaccine potency; however, these assays are time-consuming and costly and can show high variability. Cell-based potency assays are typically more reliable and have significantly reduced costs. This project will demonstrate a platform application, so that the assay format can be modified for use with different vaccine antigens including those with epidemic potential. The research will be carried out in collaboration with the Department of Oncology at the University of Oxford and with RSSL.

Spun out from the University of Oxford, OVM is commercialising the research on ROPs developed initially in the University. The principal application of the ROP platform technology is the development of novel therapeutic cancer vaccines with the potential for increased efficacy, simpler regulatory pathways and lower costs. OVM’s lead cancer vaccine, OVM-200 which targets survivin, is in a Phase 1 clinical trial in the UK for solid tumours.

This research is funded by the Department of Health and Social Care as part of the UK Vaccine Network (UKVN), a UK Aid programme to develop vaccines for diseases with epidemic potential in low- and middle-income countries.

Dr Shisong Jiang, CSO and Founder of OVM, said:

"We are very pleased to have received the support from Innovate UK and this funding from the UK Vaccine Network to enable work on this important project to be undertaken. The development of this novel potency assay technology could demonstrate real utility in the development of vaccines for diseases of epidemic potential and be a valuable addition for the progression of all vaccines that employ T cells in the immune response, such as our cancer vaccines."

Professor Xiao-Ning Xu, Chair in Human Immunology, Imperial College, London: added:

"This project is an excellent opportunity to widen the applications of the Oxford Vacmedix’s ROP technology and to build on the company’s expertise in immunology and infectious disease. We look forward to a successful outcome and to these novel assays being able to speed up the development of new vaccines as prophylactics or therapies for cancer and infectious disease".