Entry into a Material Definitive Agreement.

On November 26, 2019, Mersana Therapeutics, Inc. (the "Company") reported that it has entered into an exchange agreement (the "Exchange Agreement") with entities affiliated with Biotechnology Value Fund, L.P. (the "Exchanging Stockholders"), pursuant to which the Company exchanged an aggregate of 2,575,000 shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock"), owned by the Exchanging Stockholders for pre-funded warrants (the "Exchange Warrants") to purchase an aggregate of 2,575,000 shares of common stock (subject to adjustment in the event of stock splits, recapitalizations and other similar events affecting common stock), with an exercise price of $0.0001 per share (Filing, 8-K, Mersana Therapeutics, NOV 26, 2019, View Source [SID1234551750]). The Exchange Warrants will expire ten years from the date of issuance. The Exchange Warrants are exercisable at any time prior to expiration except that the Exchange Warrants cannot be exercised by the Exchanging Stockholders if, after giving effect thereto, the Exchanging Stockholders would beneficially own more than 9.99% of Common Stock, subject to certain exceptions. The holders of the Exchange Warrants will not have the right to vote on any matter except to the extent required by Delaware law. The Exchange Warrants were issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.

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The description of the Exchange Agreement and the Exchange Warrant are not complete and are qualified in their entirety by reference to the Exchange Agreement and the form of Exchange Warrant, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants made by the Company in the Exchange Agreement and the Exchange Warrant were made solely for the benefit of the parties to the Exchange Agreement and the Exchange Warrant, as applicable, including, in some cases, for the purpose of allocating risk among the parties thereto, and should not be deemed to be a representation, warranty or covenant to investors. Moreover, such representations, warranties or covenants were made as of an earlier date. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

ThermoGenesis Holdings Closes Joint Venture Agreement With HealthBanks Biotech (USA) To Form ImmuneCyte Life Sciences

On November 26, 2019 ThermoGenesis Holdings, Inc. (Nasdaq: THMO), a market leader in automated cell processing tools and services in the cell and gene therapy field, reported that the company has closed on its joint venture agreement with HealthBanks Biotech (USA) Inc., a leading stem cell bank network (Press release, Thermogenesis, NOV 26, 2019, View Source [SID1234551744]). The joint venture, called ImmuneCyte Life Sciences, Inc. ("ImmuneCyte"), has been formed in order to commercialize ThermoGenesis’ proprietary cell processing platform, CAR-TXpress, for use in immune cell banking as well as for cell-based contract development and manufacturing services (CMO/CDMO).

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Under the terms of the previously announced joint venture agreement, ImmuneCyte will initially be owned 80% by HealthBanks Biotech and 20% by ThermoGenesis. In addition to contributing to ImmuneCyte exclusive rights to use ThermoGenesis’ proprietary cell processing technology for the immune cell banking business and non-exclusive rights for other cell-based contract development and manufacturing services, ThermoGenesis has contributed its clinical development assets to ImmuneCyte, divesting these programs in order to focus exclusively on the device business. ImmuneCyte, which is expected to be operational by the end of the fourth quarter of 2019, will be among the first immune cell banks in the U.S. and offer customers the ability to preserve younger, healthier and uncontaminated immune cells for future potential use in dendritic and chimeric antigen receptor (CAR-T) cell therapies, in a GMP compliant processing environment.

"The closing of this joint venture represents an important step in our quest to become a preferred cell processing and manufacturing solution provider in the cell and gene therapy field," said Dr. Chris Xu, Chairman and Chief Executive Officer of ThermoGenesis. "Immunotherapy remains one of the fastest growing research areas with over 800 clinical trials now underway in CAR-T therapy alone. The challenges in developing these therapies are well known, including high manufacturing costs and low patient accessibility. Our CAR-TXpress platform addresses these issues with the ability to increase cell processing efficiency significantly versus traditional, labor-intensive methods. As important, by providing the ability to bank younger, healthier immune cells, ImmuneCyte will help ensure the future benefit of cell and gene therapy to everyone in need."

Arena Pharmaceuticals to Participate in Upcoming Investor Conferences

On November 26, 2019 Arena Pharmaceuticals, Inc. (Nasdaq: ARNA) reported that members of its senior management team will participate at the upcoming investor conferences (Press release, Arena Pharmaceuticals, NOV 26, 2019, View Source [SID1234551743]):

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Evercore ISI HealthCONx Conference – Presenting on Tuesday, December 3, at 11:00 AM ET in Boston
Citi Global Healthcare Conference – Hosting investor meetings on Wednesday, December 11, in New York City
A live audio webcast of the Evercore presentation will be posted under the investor relations section of Arena’s website at www.arenapharm.com. A replay of the presentation will be available for 30 days following the event.

ANI Pharmaceuticals to Present at Evercore ISI 2nd Annual HealthCONx Conference

On November 26, 2019 ANI Pharmaceuticals, Inc. (NASDAQ: ANIP) reported that it will present on December 3, 2019 at the Evercore ISI HealthCONx Conference in Boston, Massachusetts (Press release, ANI Pharmaceuticals, NOV 26, 2019, https://www.prnewswire.com/news-releases/ani-pharmaceuticals-to-present-at-evercore-isi-2nd-annual-healthconx-conference-300965070.html [SID1234551742]). Arthur Przybyl, President and CEO, Robert Schrepfer, Senior Vice President Business Development & Specialty Sales, and Mark Ginski, Vice President Cortrophin Product Development, will present at 10:15 AM ET on Tuesday, December 3, 2019. The presentation will be webcast live at View Source The live webcast will be archived and available through the prior link for 90 days following the presentation.

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Alpha Tau Announces the Publication of Exceptional Clinical Data from Alpha DaRT, its Novel Alpha Radiotherapy for Solid Tumors

On November 26, 2019 Alpha Tau Medical is reported the publication of the results of its first clinical trial of Alpha DaRT, a novel alpha radiation cancer treatment, in the International Journal of Radiation Oncology, Biology, and Physics, the official journal of the American Society for Radiation Oncology (Press release, Alpha Tau Medical, NOV 26, 2019, View Source [SID1234551741]).

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The objectives of the trial, conducted in Israel and in Italy, were to establish the feasibility, safety and efficacy of Alpha DaRT for management of patients with squamous cell carcinoma of the skin and head and neck region. All 28 evaluable treated lesions underwent successful placement of the Alpha DaRT seeds, and there were no severe (Grade 3 or higher) toxicities noted. Common toxicities observed included local pain, redness at the implantation site – frequently followed by swelling, and mild skin ulceration. There were no systemic toxicities noted. All toxicities were mild to moderate and resolved within 3-5 weeks.

Efficacy endpoints demonstrated a 100% overall response rate with a 78.6% complete tumor response rate. This is quite noteworthy given that over 40% of the patients had undergone prior radiation therapy to the affected area, and 61% of patients overall had received some form of prior therapy.

The principal investigator of the Israeli arm of the trial, radiation oncologist Prof. Aron Popovtzer, MD, from Rabin Medical Center in Israel, explained, "The results we obtained from our first clinical trial in human squamous cell carcinoma patients confirm the promising findings from preclinical studies. The observed tumor response rates and survival metrics seem especially impressive given this elderly (median age 80.5 years) and heavily pretreated patient sample. Overall, these impressive outcomes serve as an excellent basis for future trials in other tumor types." The Italian arm of the trial was led by Dr. Salvatore Roberto Bellia from the IRST (Istituto Scientifico Romagnolo per lo Studio e la Cura dei Tumori). Future clinical trials will also investigate Alpha DaRT in other oncology indications, as a monotherapy or in combination with various systemic therapies.

Alpha DaRT (Diffusing Alpha-emitters Radiation Therapy) enables highly potent and conformal alpha-irradiation of solid tumors. The treatment is delivered by intratumoral insertion of radium-224 impregnated seeds. When the radium decays, its short-lived daughters are released from the seed, and disperse while emitting high-energy alpha particles that destroy the tumor. Since the alpha-emitting atoms diffuse only a short distance, Alpha DaRT mainly affects the tumor, sparing the healthy tissue around it.