On March 20, 2020 Unum Therapeutics Inc. (NASDAQ: UMRX), a biopharmaceutical company focused on developing curative cell therapies for solid tumors, reported it has entered into a common stock purchase agreement for up to $25 million with Lincoln Park Capital Fund, LLC ("LPC"), a Chicago-based institutional investor (Press release, Unum Therapeutics, MAR 20, 2020, View Source [SID1234555728]).

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Under the terms of the purchase agreement, Unum Therapeutics will have the sole discretion, but not the obligation, to direct LPC to purchase up to $25 million in shares of its common stock over the 36-month term of the agreement. The price of Unum Therapeutic’s shares of common stock sold will be based on the market prices prevailing at the time of each sale to LPC. Unum Therapeutics controls the timing and amount of any future sales of its stock, subject to various limitations including those under the NASDAQ listing rules, and there is no upper limit as to the price per share that LPC may pay for future stock issuances under the purchase agreement. LPC has agreed not to cause or engage in any direct or indirect short selling or hedging of Unum Therapeutics’ common stock. Unum Therapeutics maintains the right to terminate the common stock purchase agreement at any time, at its discretion, without any additional cost or penalty.

Unum Therapeutics intends to use the net proceeds from the sale of its common stock under the purchase agreement for working capital and general corporate purposes. In consideration for entering into the purchase agreement Unum Therapeutics issued shares of common stock to LPC as a commitment fee.

Additional information regarding the purchase agreement with LPC is available in the Current Report on Form 8-K that Unum Therapeutics filed today with the Securities and Exchange Commission ("SEC"). The shares of common stock covered by the purchase agreement are being offered pursuant to a shelf registration statement (File No. 333-230678) that was declared effective by the SEC on May 1, 2019. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The offering can be made only by means of the prospectus supplement and accompanying prospectus, copies of which may be obtained at the SEC’s website at www.sec.gov or by request from Unum Therapeutics at 200 Cambridge Park Drive, Suite 3100, Cambridge, MA, 02140 or by telephone at (617) 945-5576.

On March 20, 2020, OncoCyte Corporation (the "Company") reported that it has entered into an equity distribution agreement (the "Agreement") with Piper Sandler & Co. (the "Agent") to create an at-the-market equity program under which it may sell up to an aggregate of $25,000,000 of shares of the Company’s common stock (the "Shares") from time to time through the Agent, as sales agent (the "ATM Offering") (Filing, 8-K, Oncocyte, MAR 20, 2020, View Source [SID1234555727]).

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Under the Agreement, the Company will set the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be "at-the-market equity offerings" as defined in Rule 415 under the Securities Act of 1933, as amended. The Company will pay the Agent a commission equal to up to 3.0% of the gross proceeds of any Shares sold through the Agent under the Agreement. The Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agent, other obligations of the parties and termination provisions. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement.

The Shares will be issued pursuant to the Company’s previously filed Registration Statement on Form S-3 (File No. 333-231980) that was declared effective on June 18, 2019. On March 20, 2020, the Company filed a prospectus supplement relating to the ATM Offering with the Securities and Exchange Commission.

The Agreement is filed as Exhibit 10.1 to this Report. The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement filed herewith as an exhibit to this Report.

Attached as Exhibit 5.1 to this Report is the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the issuance and sale of the shares.

On March 20, 2020 Mersana Therapeutics, Inc. (NASDAQ:MRSN), a clinical-stage biopharmaceutical company focused on discovering and developing a pipeline of antibody-drug conjugates (ADCs) targeting cancers in areas of high unmet medical need, reported plans to host a live conference call and webcast on Monday, March 30, 2020 at 5:00 p.m. ET to report updated data from the ongoing XMT-1536 Phase 1 dose escalation study (Press release, Mersana Therapeutics, MAR 20, 2020, View Source [SID1234555726]). Members of the Mersana executive team will be joined by investigator, Debra L. Richardson, MD, Associate Professor of Gynecologic Oncology at the Stephenson Cancer Center at the University of Oklahoma Health Sciences Center and the Sarah Cannon Research Institute in Nashville, TN.

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Mersana Therapeutics had previously announced plans to present the updated XMT-1536 Phase 1 dose escalation data in a late-breaking oral presentation at the now cancelled Society of Gynecologic Oncology 2020 Annual Meeting on Women’s Cancer in Toronto, Canada.

Conference Call Details

To access the call, please dial 877-303-9226 (domestic) or 409-981-0870 (international) and provide the Conference ID 2889994. A live webcast of the presentation will be available on the Investors & Media section of the Mersana website at www.mersana.com.

On March 20, 2020 Merck & Co., Inc. (NYSE:MRK), known as MSD outside the United States and Canada, reported that it has been notified that TRC Capital Investment Corporation (TRC Capital) has commenced an unsolicited "mini-tender" offer, dated March 26, 2020, to purchase up to 1,500,000 shares of Merck common stock at $73.35 per share (Press release, Merck & Co, MAR 20, 2020, View Source [SID1234555725]). The offer price is approximately 4.4% below the closing price of the Merck common stock on March 13, 2020 ($76.75), the last trading day before the date of the offer, but approximately 2.8% above the closing price of the Merck common stock today March 20, 2020 ($71.36).

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Merck does not endorse TRC Capital’s offer and recommends that Merck shareholders reject the offer and not tender their shares in response to TRC Capital’s unsolicited mini-tender offer. This mini-tender offer is at a price below the closing price for Merck’s shares (as of the day prior to the offer) and is subject to numerous conditions, including TRC Capital’s ability to obtain financing, there being no decrease to the market price of the Merck common stock since March 16, 2020, and no material worsening of the COVID-19 pandemic since March 13, 2020. Merck is not associated in any way with TRC Capital, its mini-tender offer or the offer documentation.

TRC Capital has made similar, unsolicited mini-tender offers for shares of other publicly traded companies. Mini-tender offers seek to acquire less than five percent of a company’s outstanding shares. This lets the offering company avoid many of the disclosure and procedural requirements the U.S. Securities and Exchange Commission (SEC) requires for tender offers. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under the U.S. federal securities laws.

On its website, the SEC advises that the people behind mini tender-offers "frequently use mini-tender offers to catch shareholders off guard" and that investors "may end up selling at below-market prices." The SEC’s website also contains important tips for investors regarding mini-tender offers.

Like TRC Capital’s other offers, this one puts individual investors at risk because they may sell their shares at a discount without so realizing. Merck urges shareholders to obtain current stock quotes for their shares of Merck common stock, review the terms and conditions to the offer, consult with their broker or financial adviser and exercise caution with respect to TRC Capital’s mini-tender offer.

Merck shareholders who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer, which is currently scheduled at 12:01 a.m. New York City time on Wednesday, April 15, 2020.

Merck encourages brokers, dealers, and other investors to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure.

Merck requests that a copy of this news release be included with all distribution of materials related to TRC Capital’s offer for shares of Merck common stock.

On March 20, 2020 Navidea Biopharmaceuticals, Inc. (NYSE American: NAVB) ("Navidea" or the "Company"), a company focused on the development of precision immunodiagnostic agents and immunotherapeutics, reported that on March 17, 2020 the U.S. Patent and Trademark Office ("USPTO") issued a Certificate to extend the duration of U.S. patent 6,409,990 for an additional five years through May 12, 2025 (Press release, Navidea Biopharmaceuticals, MAR 20, 2020, View Source [SID1234555723]). This Certificate was based on the U.S. Food and Drug Administration’s ("FDA") recommendation for a five-year extension under the Hatch-Waxman Act for patent term lost in regulatory review.

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This patent claims and protects Lymphoseek (technetium [Tc 99m] tilmanocept) and has been exclusively licensed with varying geographical and medical indication coverages to Cardinal Health and Navidea. Allowance of this patent extension will permit Cardinal Health and Navidea to extend their exclusive rights to manufacture and commercialize Lymphoseek until the end of the extended patent term in 2025.

"I am pleased the USPTO has taken positive action and extended the Lymphoseek patent until May 12, 2025," said Jed Latkin, CEO of Navidea. "This is an exciting time for Navidea as this extension is just the first of several IP related announcements that we expect to have over the next several quarters."