On March 4, 2020 BridgeBio Pharma, Inc. (Nasdaq: BBIO) (the "Company," "we" or "BridgeBio") reported the pricing of $475 million aggregate principal amount of 2.50% convertible senior notes due 2027 (the "notes") in a private offering (the "offering") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") (Press release, BridgeBio, MAR 4, 2020, View Source [SID1234556927]). The offering was upsized from the previously announced offering of $350 million aggregate principal amount of notes. In connection with the offering, the Company granted the initial purchasers an option to purchase up to an additional $75 million aggregate principal amount of notes.

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The notes will bear interest at a rate of 2.50% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2020. The notes will mature on March 15, 2027, unless earlier converted or repurchased in accordance with their terms. Prior to December 15, 2026, the notes will be convertible only upon satisfaction of certain conditions and during certain periods. Thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The notes will be convertible at the option of holders, subject to certain conditions and during certain periods, into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, with the form of consideration determined at the Company’s election. Holders of the notes will have the right to require the Company to repurchase all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain events. The conversion rate will initially be 23.4151 shares of the Company’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $42.71 per share of the Company’s common stock). The initial conversion price of the notes represents a premium of approximately 37.5% over the last reported sale price of the Company’s common stock of $31.06 per share on March 4, 2020. The sale of the notes is expected to close on March 9, 2020, subject to customary closing conditions.

When issued, the notes will be the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s unsecured indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

In connection with the pricing of the notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers and/or their respective affiliates or other financial institutions (the "option counterparties"). These capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction of potential dilution and/or offset of cash payments subject to a cap. The cap price of the capped call transactions will initially be $62.12 per share, which represents a premium of 100% over the last reported sale price of the Company’s common stock of $31.06 per share on March 4, 2020, and is subject to certain adjustments under the terms of the capped call transactions.

The Company has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the Company’s common stock concurrently with or shortly after the pricing of the notes and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions from time to time prior to maturity of the notes (and are likely to do so following any conversion of the notes or any repurchase of the notes by the Company on any fundamental change repurchase date, in each case, if the Company exercises the relevant election under the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of the Company’s common stock or the notes, which could affect the ability of holders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the number of shares of the Company’s common stock, if any, and value of the consideration that holders will receive upon conversion of the notes.

Further, if any such capped call transactions fail to become effective, whether or not the offering of notes is completed, the option counterparties or their respective affiliates may unwind their hedge positions with respect to the Company’s common stock, which could adversely affect the value of the Company’s common stock and, if the notes have been issued, the value of the notes.

The Company estimates that the net proceeds from the offering of notes will be approximately $463.7 million (or approximately $537.0 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchaser’s discounts and estimated offering expenses payable by the Company. The Company expects to use approximately $42.6 million of the net proceeds from the offering of the notes to pay the cost of the capped call transactions, and approximately $75.0 million of the net proceeds to repurchase shares of its common stock concurrently with the closing of the offering from certain purchasers of the notes in privately negotiated transactions entered into through one or more of the initial purchasers or an affiliate thereof concurrently with the pricing of the notes (such transactions, the "share repurchases"). The agreed to purchase price per share of the Company’s common stock in such repurchases is equal to the last reported sale price of the Company’s common stock of $31.06 per share on March 4, 2020. The share repurchases could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the notes. If the initial purchasers exercise their option to purchase additional notes in full, the Company expects to use approximately $6.7 million of the net proceeds from the sale of such additional notes to enter into additional capped call transactions. The Company intends to use the remainder of the net proceeds for working capital and other general corporate purposes, including for our commercial organization and launch preparations. The Company may also use any remaining net proceeds to fund possible acquisitions of, or investments in, complementary businesses, products, services and technologies. The Company has not entered into any agreements or commitments with respect to any material acquisitions or investments at this time. These expectations are subject to change.

The notes and the common stock issuable upon conversion of the notes, if any, are not being registered under the Securities Act, or the securities laws of any other jurisdiction. The notes and the common stock issuable upon conversion of the notes, if any, may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, 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 such jurisdiction.

On March 4, 2020 A method of testing for prostate cancer developed at the National Cancer Institute (NCI) leads to more accurate diagnosis and prediction of the course of the disease, according to a large study (Press release, US NCI, MAR 4, 2020, View Source;utm_medium=feed&utm_campaign=Feed%3A+ncinewsreleases+%28NCI+News+Releases%29 [SID1234555291]). This method, which combines systematic biopsy, the current primary diagnostic approach, with MRI-targeted biopsy, is poised to greatly improve prostate cancer diagnosis, thereby reducing the risk of both overtreatment and undertreatment of the disease. NCI is part of the National Institutes of Health.

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The findings were published March 5, 2020, in the New England Journal of Medicine. The study was conducted at the NIH Clinical Center in Bethesda, Maryland.

"Prostate cancer has been one of the only solid tumors diagnosed by performing systematic biopsies ‘blind’ to the cancer’s location. For decades this has led to the overdiagnosis and subsequent unnecessary treatment of non-lethal cancers, as well as to missing aggressive high-grade cancers and their opportunity for cure," said Peter Pinto, M.D., of the Urologic Oncology Branch in NCI’s Center for Cancer Research and senior author of the study. "With the addition of MRI-targeted biopsy to systematic biopsy, we can now identify the most lethal cancers within the prostate earlier, providing patients the potential for better treatment before the cancers spread."

Prostate cancer can vary widely in severity and its potential to spread. Low-grade prostate cancer is associated with a very low risk of cancer-specific death and often doesn’t require treatment, whereas high-grade cancers are much more likely to spread and are responsible for most prostate cancer deaths. This makes the correct assessment of the cancer grade very important for treatment decisions.

Unlike biopsies for most other types of cancer, which target abnormalities found by imaging, systematic biopsy uses a non-targeted method of taking systematically spaced samples across the prostate gland to find a cancer. Because this method can potentially miss areas of cancer, doctors may then overtreat a patient with low-grade disease, fearing there is high-grade disease they missed. Or, if an aggressive cancer is missed, a patient may be undertreated.

MRI-targeted biopsies, which merge previously taken MRI images of suspected cancer with real-time ultrasound technology, are better able to detect more high-grade cancers than systematic biopsies. The goal of this study was to determine whether it would be better to replace systematic biopsy with MRI-targeted biopsies or use both tests together.

In the study, 2,103 men who had MRI-visible lesions underwent both MRI-targeted and systematic biopsies. Of these men, 1,312 were diagnosed with cancer and 404 underwent prostatectomy, a full removal of the prostate. By comparing diagnoses from systematic biopsy alone to systematic biopsy plus MRI-targeted biopsy, the researchers found that adding MRI-targeted biopsy to systematic biopsy led to 208 more cancer diagnoses than systematic biopsy alone. The addition of MRI-targeted biopsy also led to 458 upgrades, or changes in diagnosis to a more aggressive cancer, based on analysis of the biopsy tissue by histopathology.

The researchers also determined that combined biopsy provided more accurate diagnosis than MRI-targeted biopsies alone. Among the men who underwent prostatectomy, the researchers found that systematic biopsy alone underdiagnosed about 40% and MRI-targeted biopsy alone underdiagnosed about 30% of the cancers, while combined biopsy underdiagnosed 14.4% of the cancers. In addition, while systematic biopsy underdiagnosed 16.8% and MRI-targeted biopsy underdiagnosed 8.7% of the most aggressive cancers, combined biopsy missed only 3.5% of the most aggressive cancers.

MRI-targeted biopsies were first developed more than 10 years ago by a team of NCI researchers led by Dr. Pinto; Bradford Wood, M.D.; Baris Turkbey, M.D.; and Peter Choyke, M.D., all co-authors of the new study. The team, which included other researchers from NCI and other organizations, worked with Philips Healthcare to develop software that could overlay MRI images onto ultrasound images in real time, providing a view of lesions to be sampled that’s not possible with systematic biopsy.

"Seeing this technology really make a difference in how we diagnose and treat prostate cancer is validation of the work we have done and continue to do at NIH," said Dr. Pinto. "But the change that matters most to us is how this impacts the patients we see every day, for whom we can now make more informed treatment decisions."

Reference
Ahdoot M, Wilbur AR, Reese, SE, et al. MRI-Targeted, Systematic, or Combined Biopsy for Prostate Cancer Diagnosis. N Engl J Med. March 5, 2020. DOI: 10.1056/NEJMoa1910038

On March 4, 2020, Curis, Inc. (the "Company"), reported that it has entered into a Capital on Demand Sales Agreement (the "Sales Agreement") with JonesTrading Institutional Services LLC ("JonesTrading") to sell from time to time up to $30,000,000 of the Company’s common stock, par value $0.01 per share (the "Shares"), through an "at the market offering" program (the "Offering") under which JonesTrading will act as sales agent (Filing, 8-K, Curis, MAR 4, 2020, View Source [SID1234555274]).

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Sales Agreement Summary

The following is a summary of the Sales Agreement. This summary is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 1.1.

In accordance with the terms of the Sales Agreement, upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, JonesTrading may sell the 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 "Securities Act"), including sales made through the Nasdaq Global Market, on any other existing trading market for the Common Stock or to or through a market maker. In addition, with the Company’s prior written approval, JonesTrading may also sell the Shares in privately negotiated transactions.

JonesTrading will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Global Market to sell on the Company’s behalf all of the shares requested to be sold by the Company.

The Company has no obligation to sell any of the Shares under the Sales Agreement. Either the Company or JonesTrading may at any time suspend solicitations and offers under the Sales Agreement upon notice to the other party.

The aggregate compensation payable to JonesTrading shall be equal to 3% of the gross proceeds from sales of the Shares sold by JonesTrading pursuant to the Sales Agreement. In addition, the Company has agreed to reimburse a portion of the expenses of JonesTrading in connection with the offering up to a maximum of $30,000.

The Sales Agreement contains customary representations and warranties, covenants of each party, and conditions to the sale of any Shares by JonesTrading thereunder. Additionally, each party has agreed in the Sales Agreement to provide indemnification and contribution against certain liabilities, including liabilities under the Securities Act, subject to the terms of the Sales Agreement.

The Sales Agreement will terminate upon the earlier of (i) the issuance and sale of all of the Shares through JonesTrading on the terms and conditions set forth therein, or (ii) termination of the Sales Agreement as permitted therein. JonesTrading may terminate the Sales Agreement at any time in specified circumstances, including: in connection with the occurrence of a material adverse change with respect to the Company that, in JonesTrading’s reasonable judgment, may materially impair its ability to sell the Shares; due to the Company’s inability, refusal or failure to perform specified conditions of the Sales Agreement, subject, in certain circumstances, to the Company’s right to cure within a period of 30 days; if any other condition to JonesTrading’s obligations is not fulfilled; or any suspension of trading in the Shares or in securities generally on the Nasdaq Global Market shall have occurred. The Company and JonesTrading each has the right to terminate the Sales Agreement in its sole discretion at any time upon five days’ notice.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is filed herewith as Exhibit 5.1.

The Shares to be sold under the Sales Agreement, if any, may be issued and sold pursuant to the universal shelf Registration Statement on Form S-3 that the Company filed with the Securities and Exchange Commission (the "SEC") which became effective on May 17, 2018 (File No. 333-224627). The Company has also filed with the SEC a prospectus supplement, dated March 6, 2020, relating to the Offering (the "Prospectus Supplement") and offerings of Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the 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.

On March 4, 2020 BridgeBio Pharma, Inc. (Nasdaq: BBIO) (the "Company," "we" or "BridgeBio") reported that it intends to offer, subject to market conditions and other factors, $350 million aggregate principal amount of convertible senior notes due 2027 (the "notes") in a private offering (the "offering") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") (Press release, BridgeBio, MAR 4, 2020, View Source [SID1234555266]). In connection with the offering, the Company expects to grant the initial purchasers an option to purchase up to an additional $52.5 million aggregate principal amount of notes.

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The final terms of the notes, including the initial conversion rate, interest rate and certain other terms, will be determined at the time of pricing. The notes will bear interest semi-annually and will mature on March 15, 2027, unless earlier converted or repurchased in accordance with their terms. Prior to December 15, 2026, the notes will be convertible only upon satisfaction of certain conditions and during certain periods. Thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The notes will be convertible at the option of holders, subject to certain conditions and during certain periods, into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, with the form of consideration determined at the Company’s election. Holders of the notes will have the right to require the Company to repurchase all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain events.

When issued, the notes will be the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s unsecured indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

In connection with the pricing of the notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates or other financial institutions (the "option counterparties"). These capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction of potential dilution and/or offset of cash payments subject to a cap.

The Company has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the Company’s common stock concurrently with or shortly after the pricing of the notes and/or purchase shares of the Company’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s common stock or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the notes and prior to maturity of the notes (and are likely to do so following any conversion of the notes or any repurchase of the notes by the Company on any fundamental change repurchase date, in each case, if the Company exercises the relevant election under the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of the Company’s common stock or the notes, which could affect the ability of holders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the number of shares of the Company’s common stock, if any, and value of the consideration that holders will receive upon conversion of the notes.

Further, if any such capped call transactions fail to become effective, whether or not the offering of notes is completed, the option counterparties or their respective affiliates may unwind their hedge positions with respect to the Company’s common stock, which could adversely affect the value of the Company’s common stock and, if the notes have been issued, the value of the notes.

The Company intends to use a portion of the net proceeds from the offering of the notes to pay the cost of the capped call transactions, and up to $75 million of the net proceeds to repurchase shares of its common stock and one or more existing stockholders of the Company may purchase shares of the Company’s common stock (in addition to, or in lieu of, all or a portion of such amount repurchased by the Company), in each case, from certain purchasers of the notes in privately negotiated transactions effected through one or more of the initial purchasers or an affiliate thereof concurrently with the pricing of the notes (such transactions, the "share purchases"). The Company intends to use the remainder of the net proceeds for working capital and other general corporate purposes, including for our commercial organization and launch preparations. The Company may also use any remaining net proceeds to fund possible acquisitions of, or investments in, complementary businesses, products, services and technologies. The Company has not entered into any agreements or commitments with respect to any material acquisitions or investments at this time. These expectations are subject to change. If the initial purchasers exercise their option to purchase additional notes, the Company expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions.

The Company expects the purchase price per share of its common stock in the share purchases to equal the last reported sale price per share of its common stock on the Nasdaq Global Select Market as of the date of the pricing of the notes. The share purchases could increase (or reduce the size of any decrease in) the market price of the Company’s common stock prior to, concurrently with or shortly after the pricing of the notes, and could result in a higher effective conversion price for the notes. The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The notes and the common stock issuable upon conversion of the notes, if any, are not being registered under the Securities Act, or the securities laws of any other jurisdiction. The notes and the common stock issuable upon conversion of the notes, if any, may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, 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 such jurisdiction.

On March 4, 2020 Nexelis, a portfolio company of Ampersand Capital Partners, and a leading provider of assay development and advanced laboratory testing is reported the signing of a definitive agreement, subject to conditions precedent, to acquire ImmunXperts (Press release, Nexelis, MAR 4, 2020, View Source [SID1234555191]). The closing of the transaction is expected by the end of March.

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Based in the Brussels South Charleroi Biopark within the town of Gosselies, ImmunXperts has developed and performs a full offering of immunogenicity and immuno-oncology in vitro functional and potency assays. These assays help pharmaceutical and biotech sponsors screen, select and optimize lead compounds before the initiation of in vivo trials. The company, whose CEO is Thibault Jonckheere, was co-created in 2014 by immunology expert Sofie Pattijn, who serves as ImmunXperts CTO, and investors including Sambrinvest. Both Dr Pattijn and Mr. Jonckheere will continue in senior leadership roles at Nexelis.

"ImmunXperts’ immunology testing expertise will help Nexelis more broadly serve the needs of our customers" said Benoit Bouche, Nexelis President and Chief Executive Officer. "Nexelis will now have an unrivaled ability to efficiently develop immunogenicity assays, qualify and validate them in a regulated environment, and then ultimately perform them utilizing our high-throughput platforms in support of clinical trials."

Sofie Pattijn and Thibault Jonckheere added "We are proud of ImmunXperts’ achievements over the past five years and are grateful for the support obtained from our investors and partners, our employees, and the Wallonia region. We are excited to continue our growth trajectory as part of Nexelis and serve as a European hub for the company."