VBL Therapeutics Enters Into Ordinary Share Purchase Agreement of up to $20 Million With Aspire Capital Fund, LLC

On January 15, 2021 VBL Therapeutics (Nasdaq: VBLT), a clinical stage biopharmaceutical company focused on the discovery, development and commercialization of first-in-class treatments for areas of unmet need in cancer and immune/inflammatory indications, reported that it has entered into an Ordinary Share Purchase Agreement with Aspire Capital Fund, LLC (Press release, VBL Therapeutics, JAN 15, 2021, View Source [SID1234574055]). Proceeds from any sales of ordinary shares pursuant to the Purchase Agreement will be used for working capital and for general corporate purposes.

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Under the Agreement, Aspire has committed to purchase up to $20 million of the Company’s ordinary shares at VBL Therapeutics’ discretion from time to time during a 30-month period at prices based on the market price at the time of each sale. VBL Therapeutics will retain full control as to the timing and amount of any sale of ordinary shares to Aspire, subject to certain limitations specified in the Purchase Agreement. The Purchase Agreement does not contain any restrictions on the use of any of the proceeds or future financings and there are no financial covenants, participation rights, rights of first refusal, or penalties. There are no warrants or other derivative securities associated with the transaction. VBL Therapeutics has the right to terminate the Purchase Agreement at any time without any additional cost or penalty.

"We believe that VBL Therapeutics has cultivated a promising yet underappreciated pipeline of anti-cancer and anti-inflammatory agents underpinned by robust in-house manufacturing capabilities. Given the positive initial reports and noteworthy enrollment progress with OVAL, we are very enthusiastic about VB-111’s prospects in ovarian cancer and are looking forward to the study’s results. We’re also eager to support the progress of VBL’s antibodies targeting MOSPD2, especially following the exciting results reported in 2020 at major medical meetings including AACR (Free AACR Whitepaper) and EULAR," stated Steven G. Martin, Managing Member of Aspire Capital.

"We are excited to enter into this transaction with Aspire Capital, a healthcare-focused institutional investor," added Dror Harats, M.D., Chief Executive Officer of VBL Therapeutics. "This Purchase Agreement provides VBL the opportunity to access capital at the Company’s discretion, in a reasonable and efficient manner, to support our ongoing OVAL phase 3 study of VB-111 in patients with platinum-resistant ovarian cancer. We recently announced the expansion of OVAL into Europe and reported that the study has surpassed 200 patients enrolled, and will undergo its third DSMC review this quarter. The capital we have access to under this Purchase Agreement will help us maintain a strong balance sheet through top-line results from OVAL, as well as readouts from additional ongoing studies of VB-111 in colorectal cancer and recurrent glioblastoma by the NCI and Dana Farber, respectively. Importantly, this added financial flexibility may help us to advance development of VB-601, a first-in-class anti-MOSPD2 monoclonal antibody, which has potential across multiple chronic inflammatory indications."

A more complete and detailed description of the Purchase Agreement and the related registration rights agreement is set forth in VBL Therapeutics’ Current Report on the Form 6-K, filed today with the U.S. Securities and Exchange Commission.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will 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 registration or qualification under the securities laws of any such state or other jurisdiction.

About the OVAL study (NCT03398655)
OVAL is an international Phase 3 randomized pivotal potential registration clinical trial that compares a combination of VB-111 and paclitaxel to placebo plus paclitaxel, in patients with platinum-resistant ovarian cancer. The study is planned to enroll approximately 400 patients. OVAL is conducted in collaboration with the GOG Foundation, Inc., an independent international non-profit organization with the purpose of promoting excellence in the quality and integrity of clinical and basic scientific research in the field of gynecologic malignancies.

TG Therapeutics to Participate in the B. Riley Securities Oncology Investor Conference

On January 15, 2021 TG Therapeutics, Inc. (NASDAQ: TGTX), reported that Michael S. Weiss, the Company’s Executive Chairman and Chief Executive Officer, will participate in a fireside chat during the B. Riley Securities Oncology Investor Conference being held virtually (Press release, TG Therapeutics, JAN 15, 2021, View Source [SID1234574054]). The fireside chat is scheduled to take place on Wednesday, January 20, 2021 at 10:00 AM ET.

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A live webcast of this presentation will be available on the Events page, located within the Investors & Media section, of the Company’s website at View Source A replay of the webcast will be available on TG’s website following the event.

Entry into a Material Definitive Agreement

On January 15, 2021, CTI BioPharma Corp. (the "Company") reported that it entered into an Open Market Sale AgreementSM (the "Sale Agreement") with Jefferies LLC ("Jefferies") to sell shares of the Company’s common stock, par value $0.001 per share, having aggregate sales proceeds of up to $50,000,000, from time to time, through an "at the market" equity offering program under which Jefferies will act as sales agent (Filing, 8-K, CTI BioPharma, JAN 15, 2021, View Source [SID1234574053]).

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Under the Sale 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, limitation 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. Subject to the terms and conditions of the Sale Agreement, Jefferies may sell the shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Capital Market or on any other existing trading market for the common stock. Jefferies will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC. The Company and Jefferies may each terminate the Sale Agreement at any time as set forth in the Sale Agreement. Under the terms of the Sale Agreement, the Company may also sell shares to Jefferies acting as principal for Jefferies’ own account.

The compensation to Jefferies for sales of the Company’s common stock will be an amount equal to 3.0% of the gross proceeds of any shares of common stock sold under the Sale Agreement. The Company has no obligation to sell any shares under the Sale Agreement, and may at any time suspend solicitation and offers under the Sale Agreement.

The shares will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-251161) (the "Registration Statement"), filed with the Securities and Exchange Commission (the "SEC") on December 7, 2020 and declared effective on December 15, 2020. On the date hereof, the Company has filed a prospectus supplement (the "Prospectus Supplement") with the SEC in connection with the offer and sale of the shares pursuant to the Sale Agreement.

The foregoing description of the Sale Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The legal opinion of Gibson, Dunn & Crutcher LLP relating to the shares of common stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of such 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 any such state or jurisdiction.

Lilly Confirms Date and Conference Call for Fourth-Quarter 2020 Financial Results Announcement

On January 15, 2021 Eli Lilly and Company (NYSE: LLY) reported that it will announce its fourth-quarter and full-year 2020 financial results on Friday, January 29, 2021 (Press release, Eli Lilly, JAN 15, 2021, View Source [SID1234574052]). Lilly will also conduct a conference call on that day with the investment community and media to further detail the company’s financial performance.

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The conference call will begin at 9 a.m. Eastern time. Investors, media and the general public can access a live webcast of the conference call through a link that will be posted on Lilly’s website at View Source A replay will also be available on the website following the conference call.

Enveric Biosciences Inc. Announces Closing of $10 Million Registered Direct Offering

On January 15, 2021 Enveric Biosciences, Inc. (NASDAQ: ENVB) ("Enveric" or the "Company"), a patient-first biotechnology company developing novel cannabinoid medicines to improve quality of life for cancer patients, reported the closing on January 14, 2021, of its $10 million registered direct offering consisting of the purchase and sale of 2,221,358 shares of Enveric’s common stock and common stock equivalents, at a purchase price of $4.5018 per share (Press release, Enveric Biosciences, JAN 15, 2021, View Source [SID1234574051]). Also, Enveric has issued to the investors unregistered warrants to acquire 1,666,019 shares of Common Stock at $4.9519 per share, exercisable immediately and terminating five years after the date of issuance.

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The net proceeds to Enveric from the offering after deducting financial advisory fees and other costs and expenses were approximately $9 million. Enveric intends to use the net proceeds from this offering for working capital and general corporate purposes.

Palladium Capital Group, LLC acted as a financial advisor to the issuer.

The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) were offered by Enveric pursuant to a "shelf" registration statement on Form S-3 (File No. 333-233260) previously filed with the Securities and Exchange Commission (the "SEC") on August 14, 2019, and declared effective by the SEC on November 19, 2019. The offering of the securities (other than the warrants and the shares of common stock underlying the warrants) was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The final prospectus supplement and accompanying prospectus relating to the shares of common stock being offered were filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus can be obtained on the SEC’s website at View Source

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock 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 of the Act and such applicable state securities laws. Enveric has agreed to register the shares of common stock issuable upon exercise of the warrants for resale pursuant to a customary registration rights agreement.

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.