OSE Immunotherapeutics Receives a €10 Million Payment Corresponding to the First Tranche of the Financing Granted by the European Investment Bank

On July 9, 2021 OSE Immunotherapeutics reported a €10 million payment corresponding to the first tranche of the financing granted by the European Investment Bank (EIB) (Press release, OSE Immunotherapeutics, JUL 9, 2021, View Source [SID1234646979]). The finance contract was signed on February 12, 2021.

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The finance contract allows the Company to borrow up to €25 million. The second and third tranches, respectively of €10 million and €5 million, may be drawn at the hand of the Company, subject to the achievement of specific clinical steps.

This type of financing, granted by the EIB and benefiting from a guarantee from the European Commission within the framework of the European Fund for Strategic Investments (known as the "Juncker Plan"), aims to support development research and innovation projects developed by companies with high growth potential.

This first tranche will carry a fixed interest of 5% per year paid annually, with a maturity of five years.

The first tranche is associated to the issuance of warrants to the EIB giving right, in the event of exercise, to the subscription of 850,000 shares of the Company (i.e. 4.44% of the share capital on an undiluted basis). Warrants are not the subject of an application for admission to trading on any market.

The subscription price is €0.01 per warrant, i.e, €8,500.
In order to limit the dilutive impact over time, and except in the event of the occurrence of an early exercise event (notably a change of control, including the loss of a significant holding by the current management shareholders, or other events of default, including a significant change in the current governance not approved by the EIB), the warrants will only be exercisable from 9 July 2026, i.e. five years from the drawdown of the relevant tranche and at the latest at the end of a period of twelve years following their issue (i.e. 9 July 2033).

The subscription price for the new shares upon exercise of the warrants was set at 10.59 euros per share, i.e. a discount of 2.5% compared to the volume-weighted average of the three trading days preceding the pricing.

In accordance with the warrant agreement, the EIB has an anti-dilution clause allowing it to benefit from additional warrants, in the event of a capital increase of the Company at a price less than €20 per share, after application of a deductible on the first 1,500,000 shares to be issued. In such a case, the Company would have to allocate additional warrants to the EIB allowing it to remain at a potential capital level of 4.44% (corresponding to its theoretical holding percentage post-allocation and exercise of the warrants subscribed in the context of the first tranche of funding).

The shares to be issued upon exercise of the warrants will be subject to an application for admission to trading on Euronext Paris. On the basis of 850,000 new Company’s shares issued upon exercise of all the warrants at a price of 10.59 euros per new share, the gross proceeds of the issue, issue premium included, will amount to 9,001,500 euros.

On 9 July 2026, the EIB has the option to ask the Company to buy back its warrants at market value (less the exercise price of the warrants) up to a maximum of EUR 15 million, provided that the Company retains a cash level of at least EUR 10 million. Otherwise, the EIB’s put option will be exercised on a number of warrants allowing the Company to maintain a cash level of 10 million euros. This put option also applies in the event of a change of control, understood as the holding of more than 33% of the capital or the taking of control by a third party (other than the current key managers). The Company may substitute an existing shareholder or a third party to buy back these warrants at market value. The Company has a call option allowing it to buy back the EIB warrants at market value (less the exercise price of the warrants) in the event of a public offer by a third party resulting in the exit of the management shareholders, for a period of one month following such exit. The Company also has a right of first refusal allowing it to buy back the EIB’s warrants if the latter wishes to sell them to a third party.

Tempest to Participate in William Blair 2021 Biotech Focus Conference

On July 9, 2021 Tempest Therapeutics, Inc. (Nasdaq: TPST), a clinical-stage oncology company developing potentially first-in-class therapeutics that combine both targeted and immune-mediated mechanisms, reported that Sam Whiting, M.D., Ph.D., chief medical officer, will participate in a webcast panel titled "Developing Therapies for the Next Immuno-Oncology Targets" at the William Blair 2021 Biotech Focus Conference on Wednesday, July 14, 2021 at 2:10 p.m. ET (Press release, Tempest Therapeutics, JUL 9, 2021, View Source [SID1234585167]).

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To access the live or archived recording of the discussion, please visit the investor section of the Tempest website at View Source

Hamlet Pharma’s achievements are emphasized after EU evaluation. The company has fully achieved its milestones and secured the second payment

On July 9, 2021 HAMLET Pharma reported that All required milestones and deliverables to date are without any significant deviations (Press release, HAMLET Pharma, JUL 9, 2021, View Source;utm_medium=rss&utm_campaign=hamlet-pharmas-achievements-are-emphasized-after-eu-evaluation-the-company-has-fully-achieved-its-milestones-and-secured-the-second-payment [SID1234584810]). This is particularly impressive in light of the global Corona virus pandemic.

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To date, the beneficiary has succeeded in manufacturing the Investigational Medicinal Product (IMP) Alpa1H. The company has demonstrated non-clinical improvement of therapeutic efficacy of other cancer drugs like Mitomycin C and Epirubicin, when combined with Alpa1H and successfully continued with the Phase I/II study of Alpha1H in bladder cancer patients.

There is evidence of good financial management in this project. The amount of financial resources utilized to date is proportionate to the achievements of the project to date".

Hamlet Pharma will now receive the second payment from the EIC Accelerator Horizon 2020 fund of approximately 6,7 million SEK. The third payment is expected at the end of the program.

This disclosure contains information that Hamlet is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 09-07-2021 09:47 CET.

Philip Morris strikes $1.45B deal for Vectura, sending another would-be buyer back to the drawing board

On July 9, 2021 Fertin Pharma reported $813 million deal for oral drug delivery Marlboro maker Philip Morris International is doubling down on its pharma ambitions with plans to snap up inhalation-specialist-turned-CDMO Vectura (Press release, Fertin Pharma, JUL 9, 2021, View Source [SID1234584769]).

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Philip Morris has aligned with Vectura’s board to acquire the company for £852 million ($1.2 billion) in cash. The arrangement puts Vectura shareholders in line to receive 150 pence per share, marking a 46% premium on the company’s 103-pence closing price on May 25, Philip Morris said in a release.

Adding a recent dividend payment into the mix, Vectura said the deal is valued at around £1.045 billion (about $1.45 billion). The sale is expected to close in the second half of the year.

The move follows Philip Morris’ February rollout of its "Beyond Nicotine" strategy, under which the tobacco giant aims to move beyond cigarette sales and into fields such as respiratory drug delivery and "selfcare wellness."

Philip Morris is banking on "Beyond Nicotine" to deliver at least $1 billion in net revenues by 2025, CEO Jacek Olczak said in a statement.

RELATED: Verona sells Chinese rights to inhaled drug for $40M upfront

But Philip Morris isn’t Vectura’s only suitor. The company in late May said it had accepted a buyout offer from prominent healthcare investment firm The Carlyle Group. In light of Philip Morris’ "superior proposal" per Vectura share, Vectura’s directors plan to recommend that shareholders accept the Philip Morris bid, the company said in its release.

Philip Morris’ 150 pence-per-share offer marks a roughly 10% increase over Carlyle’s ex-dividend offer of 136 pence, a Vectura spokesperson said over email.

For its part, Carlyle says it’s "considering its options" and will make another announcement down the line, potentially signaling an upcoming bidding war.

RELATED: With plant-based manufacturing, GSK partner Medicago takes COVID-19 vaccine production into the greenhouse

Vectura has 13 inhaled products on the market and generated £191 million (about $245 million) in 2020 sales, Philip Morris said. Vectura has also reinvented itself as a CDMO in recent years, bringing on Catalent veteran Will Downie as CEO in late 2019. Under the proposed deal, the companies aim to forge a pipeline of both prescription and over-the-counter products, Philip Morris said.

The Vectura purchase marks Philip Morris’ second pharma acquisition of the month. On July 1, oral drug delivery specialist Fertin Pharma said it had accepted a 5.1 billion Danish krone ($813 million) buyout bid from Philip Morris, which will see the tobacco giant gain access to manufacturing and R&D sites in Denmark, Canada and India, where Fertin employs around 860.

PharmaCyte Biotech Announces Reverse Stock Split

On July 9, 2021 PharmaCyte Biotech, Inc. (OTCQB: PMCB) (PharmaCyte or Company), a biotechnology company focused on developing cellular therapies for cancer and diabetes using its signature live-cell encapsulation technology, Cell-in-a-Box, reported that it will effect a 1-for-1,500 reverse stock split of its shares of common stock, leaving the Company with only about 1.6 million issued and outstanding shares (Press release, PharmaCyte Biotech, JUL 9, 2021, View Source [SID1234584763]). The Company’s common stock will begin trading on a reverse split-adjusted basis on the OTCQB at the opening of the market on Monday, July 12, 2021.

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The reverse stock split will reduce the number of shares of the Company’s outstanding common stock from approximately 2.4 billion shares to approximately 1.6 million shares. Proportional adjustments will be made to the Company’s outstanding stock options and outstanding warrants.

"With approximately 1.6 million shares outstanding, we believe this change will make it easier for investors to trade in our stock and is a necessary step before the Company’s common stock can be listed on a national stock exchange like Nasdaq, which is our expectation," stated Kenneth L. Waggoner, the Company’s Chief Executive Officer.

"We believe the reverse stock split will assist the Company in pursuing additional financing activities and/or other strategic transactions to support the development of our product candidates," Waggoner continued.

Following the reverse stock split, the Company’s common stock will continue to trade on the OTCQB under a new and temporary ticker symbol "PMCBD" for a period of 20 business days including the effective date of the reverse stock split in accordance with the requirements of the Financial Industry Regulatory Authority. At the conclusion of the 20-business day period, the Company will resume trading under its previous ticker symbol "PMCB". The Company has been assigned a new CUSIP No. of 71715X203 for trading after the reverse stock split.

The reverse stock split will impact all holders of the Company’s common stock uniformly and will not impact any stockholder’s percentage ownership interest in the Company; however, no fractional shares will be issued in connection with the reverse stock split. If any fractional shares result from the reverse stock split, they will be rounded up to the nearest whole share. Furthermore, the reverse stock split will not affect any stockholder’s proportionate voting power, subject to the treatment of fractional shares.

At the effective time of the reverse stock split, every 1,500 shares of the Company’s shares of common stock will convert into one newly issued share of the Company’s common stock, without any change in the par value of $0.0001 per share.

After the effective time of the reverse stock split, stockholders of shares of common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split and will see the impact of the reverse stock split automatically reflected in their accounts. Beneficial holders are encouraged to contact their bank, broker or nominee for more information. Stockholders of record with shares held in certificate form will receive instructions from the Company’s stock exchange agent, American Stock Transfer & Trust Company, LLC, regarding how to exchange existing stock certificates for new book-entry statements reflecting the post-reverse stock split shares of common stock.