On November 30, 2022, Intellia Therapeutics, Inc. (the "Company" or "Intellia") entered into an Underwriting Agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC (the "Underwriter"), related to a public offering (the "Offering") of 6,550,219 shares of common stock of the Company, par value $0.0001 per share (the "Common Stock") at a price to the public of $45.80 per share (Filing, 8-K, Intellia, DEC 1, 2022, View Source [SID1234624668]). In addition, the Company granted the Underwriter an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 982,532 shares. The Company estimates that the net proceeds from the offering will be approximately $293.5 million after deducting the underwriting discount and its estimated offering expenses. The offering is expected to close on December 2, 2022, subject to customary closing conditions.

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The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-251022), including the prospectus dated November 30, 2020, as supplemented by a prospectus supplement dated November 30, 2022. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any of the shares of Common Stock.

The foregoing description of certain terms of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein. A copy of the opinion of Goodwin Procter LLP, relating to the legality of the ordinary shares, is filed as Exhibit 5.1 hereto and is incorporated by reference herein.

On December 1, 2022 Integra LifeSciences reported acquisition of Surgical Innovation Associates (SIA) Inc (Filing, 8-K, Integra LifeSciences, DEC 1, 2022, View Source [SID1234624667]).

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On December 1, 2022 Guardant Health, Inc. (Nasdaq: GH), a leading precision oncology company, announced today that new data from its portfolio of blood tests will be presented at the 2022 San Antonio Breast Cancer Symposium, December 6-10 in San Antonio, Texas (Press release, Guardant Health, DEC 1, 2022, View Source [SID1234624665]). The six poster presentations highlight the use of the Guardant360 blood test and the GuardantINFORM real-world evidence dataset to identify critical biomarkers and acquired co-mutations, track associated treatment patterns and clinical outcomes, and monitor molecular response to therapy based on specific breast cancer driver mutations.

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"We look forward to sharing new data at the San Antonio Breast Cancer Symposium demonstrating the utility of our blood tests to increase the understanding of potential biomarker targets and the mechanisms of molecular response in patients with advanced breast cancer," said Helmy Eltoukhy, Guardant Health co-CEO. "The presentations will show how data from comprehensive genomic profiling tests provide critical insights that can contribute to the development of more effective therapies and improved patient outcomes."

Full List of Guardant Health Presentations

Guardant360

ctDNA molecular response based on breast cancer driver mutations predicts progression in aromatase inhibitor-sensitive first line treatment of oestrogen receptor-positive (ER+) HER2-negative (HER2-) advanced breast cancer (Poster PD17-02)
TRK inhibitor in a patient with metastatic triple negative breast cancer and NTRK fusions identified via cell-free DNA analysis (Poster P5-02-13)
Cell-free DNA detection of GATA3 mutations in metastatic hormone receptor positive breast cancer: a multi-institutional analysis of incidence, co-mutations, and clinical outcomes (Poster P5-02-07)
Co-occurring alterations in PALB2 germline carriers identified by liquid biopsy in patients with advanced breast cancer (Poster P5-03-18)
Characterization of the genomic landscape of breast carcinoma patients with NF1 alterations using comprehensive cell-free tumor DNA next-generation sequencing (Poster P5-05-03)
Guardant360 and GuardantINFORM

Real-world second-line treatment patterns and associated clinical outcomes for 2795 patients with advanced HR+ HER2- breast cancer treated with first-line CDK4/6 inhibitors (Poster P4-01-18)
The full abstracts are available on the officialSABCS 2022website.

On December 1, 2022 Eli Lilly and Company (NYSE: LLY) reported the successful completion of its acquisition of Akouos, Inc. (NASDAQ: AKUS) (Press release, Eli Lilly, DEC 1, 2022, View Source [SID1234624664]). The acquisition expands Lilly’s efforts in genetic medicines to include Akouos’s portfolio of potential first-in-class adeno-associated viral gene therapies for the treatment of inner ear conditions, including sensorineural hearing loss.

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"Akouos brings more top-tier talent and an important pipeline to Lilly’s Institute for Genetic Medicine that will further accelerate our work to advance genetic medicines for people living with difficult-to-treat diseases," said Andrew C. Adams, Ph.D., senior vice president of genetic medicine at Lilly and co-director of the Institute for Genetic Medicine. "We look forward to supporting and enabling the Akouos team to continue their ground-breaking work developing potential genetic medicines for inner ear conditions and to help fulfill the mission of making healthy hearing available to all."

The Offer and the Merger
The tender offer to purchase all of the issued and outstanding shares ("Shares") of Akouos’s common stock in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest (the "Cash Consideration") and less any applicable tax withholding, plus (b) one non-tradable contingent value right ("CVR" and, together with the Cash Consideration, the "Offer Price") per Share, which represents the contractual right to receive contingent payments of up to $3.00 per CVR, net to the stockholder in cash, without interest and less any applicable tax withholding, upon the achievement of certain specified milestones (the "Offer"), expired as scheduled at one minute past 11:59 p.m., Eastern time, on Nov. 29, 2022 and was not extended (such date and time, the "Expiration Time"). Lilly previously announced that, as of the Expiration Time, 29,992,668 Shares were validly tendered and not validly withdrawn in the Offer, representing 81.1% of the issued and outstanding Shares as of the Expiration Time. In accordance with the terms of the Offer, Lilly and its wholly owned subsidiary, Kearny Acquisition Corporation ("Purchaser"), accepted for payment shares that were validly tendered and not validly withdrawn in the Offer.

Following consummation of the Offer, on Dec. 1, 2022, Lilly completed its acquisition of Akouos through the merger of Purchaser with and into Akouos, and without a meeting of the stockholders of Akouos in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the "DGCL"), with Akouos surviving such merger as a wholly owned subsidiary of Lilly. In connection with the merger, each Share issued and outstanding immediately prior to the effective time of the merger (other than (i) Shares held in Akouos’s treasury or owned by Akouos, or owned by Lilly, Purchaser or any direct or indirect wholly-owned subsidiary of Lilly or Purchaser or (ii) Shares held by any stockholder of Akouos who was entitled to demand and properly demanded appraisal for such Shares in accordance with Section 262 of the DGCL), including each Share that was subject to vesting or forfeiture restrictions granted pursuant to an Akouos equity incentive plan, program or arrangement, was cancelled and converted into the right to receive the Offer Price, without interest, less any applicable tax withholding. Akouos’s common stock will be delisted from The Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended.

Under the terms of the contingent value rights agreement, CVR holders would become entitled to receive contingent payments as follows: (i) $1.00 in cash, upon the fifth (5th) participant being administered with AK-OTOF in a Phase 1 or Phase 1/2 trial on or prior to Dec. 31, 2024; (ii) $1.00 in cash, upon the fifth (5th) participant being administered with an Akouos gene therapy product for a second monogenic form of sensorineural hearing loss (excluding AK-OTOF and AK-antiVEGF) on or prior to Dec. 31, 2026; and (iii) $1.00 in cash, upon (a) the first (1st) participant being administered with an Akouos gene therapy product (excluding AK-antiVEGF) for a monogenic form of sensorineural hearing loss in a Phase 3 trial, or (b) receipt of FDA approval in the U.S. for such Akouos product, whichever occurs first, on or prior to Dec. 31, 2026, or its value will be reduced by approximately 4.2 cents per month until Dec. 1, 2028 (at which point the CVR will expire). There can be no assurance that any payments will be made with respect to the CVR.

For Lilly, Kirkland & Ellis LLP is acting as legal counsel. For Akouos, Wilmer Cutler Pickering Hale and Dorr LLP is acting as legal counsel and Centerview Partners LLC is acting as sole financial advisor.

On December 1, 2022 Cellectis (the "Company") (Euronext Growth: ALCLS – NASDAQ: CLLS), a clinical-stage biotechnology company using its pioneering gene-editing platform to develop life-saving cell and gene therapies, reported that it will host a live webcast to review the Company’s clinical data on the AMELI-01 study (evaluating UCART123) presented at the ASH (Free ASH Whitepaper) Annual Meeting, and provide a Company update, on December 13, 2022 (Press release, Cellectis, DEC 1, 2022, View Source [SID1234624662]).

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The event will feature presentations by the management team and will be followed by a Q&A.

Cellectis Live Webcast
Tuesday, December 13, 2022
7:30am ET/1:30pm CET
To register and access the live webcast: View Source

Following the live webcast, a replay will be available under the "Events and Webcasts" section on the Investor page of the Company’s website: View Source