Cellectis Announces Closing of Global Offering and Exercise of Underwriters’ Option to Purchase Additional Shares

On February 7, 2023 Cellectis S.A. ("Cellectis" or 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 (Press release, Cellectis, FEB 7, 2023, View Source [SID1234626956]):

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the initial closing on February 7, 2023 of the previously announced underwritten global offering by way of a capital increase of 8,800,000 American Depositary Shares (the "ADSs"), each representing the right to receive one ordinary share of Cellectis, nominal value €0.05 per share (the "Global Offering"), which launched on February 2, 2023; and

the exercise by the underwriters, Jefferies LLC and Barclays Capital Inc., of their option (the "Option") to purchase an additional 1,107,800 ordinary shares (the "Additional Ordinary Shares") of the Company to be delivered in the form of an aggregate of 1,107,800 ADSs (the "Additional ADSs").

The Additional ADSs will be listed on the Nasdaq Global Market under the symbol "CLLS", and the Company’s Additional Ordinary Shares will be listed on Euronext Growth in Paris under the symbol "ALCLS". The closing of the Option is expected to occur on February 8, 2023, subject to customary closing conditions.

Following the Global Offering and Option exercise, the total number of ordinary shares issued in the form of ADSs amounts to 9,907,800, bringing the gross proceeds of the Global Offering and Option to the Company to approximately $24,769,500 (€22,695,162.18) and the aggregate net proceeds to the Company, after deducting underwriting commissions and estimated offering expenses, to approximately $22,783,330 (€20,875,325.27).

Jefferies LLC and Barclays Capital Inc. acted as joint book-running managers for the Global Offering.

The Company plans to use (i) approximately $17.0 million (€15.6 million) of the net proceeds of the Global Offering to fund the continued clinical development of UCART 123, UCART22, UCART20x22, and UCARTCS1, and (ii) any remainder for working capital and other general corporate purposes.

Based on the planned use of proceeds from the Global Offering and Option, Cellectis believes that its cash and cash equivalents and cash flow from operations (including payments it expects to receive pursuant to collaboration agreements and anticipated government funding of research programs, but excluding any potential borrowings under the Company’s finance contract with European Investment Bank) will be sufficient to fund Cellectis’ operations into Q2 2024.

The offering price of $2.50 per Additional ADS, corresponding to an offering price of €2.29 per Additional Ordinary Share (based on an exchange rate of €1.00 = $1.0914 as published by Bloomberg on February 2, 2023), was equal to the volume weighted average price of Cellectis’ ordinary shares on Euronext Growth in Paris over the last three trading sessions preceding the pricing of the Global Offering (i.e., January 31 and February 1 and 2, 2023), minus a discount of 20%, and was determined by Cellectis pursuant to the 17th resolution of Cellectis, which was approved at the combined meeting of the Company’s shareholders held on June 28, 2022.

The partial exercise of the Option is part of stabilization activities carried out since the announcement of Cellectis’ Global Offering. The stabilization period is now closed.

The ADSs and the Additional ADSs are being offered pursuant to an effective shelf registration statement on Form F-3 (Registration No. 333-265826) relating to the securities to be issued in the Global Offering (including the Option), which was filed with the Securities and Exchange Commission (SEC) on June 24, 2022 and subsequently declared effective on July 7, 2022.

The Global Offering and the Option were made only by means of a prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and a final preliminary prospectus relating to the Global Offering and the Option were filed with the SEC on February 2, 2023 and are available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement (and accompanying prospectus) relating to the Global Offering may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022 or by telephone at (877) 821-7388 or by email at [email protected]; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone (888) 603-5847 or by email at [email protected]. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

Garuda Therapeutics Secures $62 Million Series B Financing to Advance Off-the-Shelf Blood Stem Cell Technology Platform

On February 07, 2023 Garuda Therapeutics (Garuda), a company creating off-the-shelf, durable blood stem cell-based cellular therapies, reported a $62 million Series B financing led by Northpond Ventures, OrbiMed Advisors, Cormorant Asset Management, and Aisling Capital, along with participation from Sectoral Asset Management, Mass General Brigham Ventures, Alexandria Venture Investments, and other elite investors and individuals (Press release, garudatxcom, FEB 7, 2023, View Source [SID1234626949]). This brings the ​​total amount of funding for the company to $134 million. The company also announced the appointment of Raymond J. Kelleher, M.D., Ph.D., Managing Director at Cormorant Asset Management, to its Board of Directors.

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Like bone marrow transplants, Garuda’s technology has the potential to address, and possibly cure, more than 120 diseases for a diverse population of patients with unmet medical need. Proceeds from the financing will be used to further advance the development of Garuda’s platform for generation of off-the-shelf, self-renewing blood stem cells towards the clinic as potential treatment for patients with hematological diseases. The Series B funding will also enable Garuda to continue the advancement of its proprietary HSC-derived off-the-shelf, durable immune cell program for treating patients with oncologic disorders. The funding will also further advance Garuda’s continued development of HLA-matched pluripotent stem cells greatly broadening the eligibility of patients and increasing access to blood and other cellular therapies in regenerative medicine.

"Garuda is built upon the foundation of what we consider to be the most de-risked and highly validated blood stem cell-based cell therapy approach, and has the potential to overcome challenges to the current standard of care, including lack of consistency, scalability, durability, affordability, and availability of suitable healthy donors. We are grateful for the continued strong financial support from our elite institutional investors that will help enable us to bring our off-the-shelf durable blood stem cell and immune cell programs to patients in need," said Dhvanit Shah, Ph.D., Co-Founder and CEO of Garuda. "Garuda’s Series B investment translates directly into the advancement of two lead programs for hematology and oncology indications. This funding milestone is another crucial step to delivering life-changing cellular therapeutics to patients around the world afflicted by treatable, and often curable, diseases."

TILT Biotherapeutics Announces Final Close of €22 Million Financing Round to Advance to Phase II Oncology Immunotherapy Trials

On February 7, 2023 TILT Biotherapeutics (TILT), a clinical-stage biotechnology company developing cancer immunotherapies, reported the final close of its EUR 22 million (approximately USD 23.8 million) round (Press release, TILT Biotherapeutics, FEB 7, 2023, View Source [SID1234626948]). This follows on from the first close of EUR 10 million in June 2022. The financing was led by Finland’s Lifeline Ventures, an early-stage venture capital firm founded by serial entrepreneurs.

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The funding will be used to advance to Phase II the company’s combination trials which use oncolytic immunotherapies synergistically with checkpoint inhibitors.

This final close of €12 million includes €5.9 million equity from the European Innovation Council (EIC) Fund as well as a €2.1 million grant from EIC’s Accelerator programme, as well as investments from Stephen Industries Inc Oy and ACME Investments SPF Sàrl. The EIC Fund is TILT’s first significant international investor. The EIC investment decision followed a due diligence process by the European Investment Bank, which supports the EIC Fund as Investment Advisor.

TILT Biotherapeutics’ founder and CEO, Akseli Hemminki, a cancer clinician who has personally treated hundreds of cancer patients with oncolytic viruses, said, "We’re pleased to have achieved this round of €22 million to advance our promising pipeline of armed oncolytic viruses. Our trials are progressing well through Phase I, and this new funding will support us in progressing them into Phase II, another key step for these new therapies to reach patients in a range of cancers".

Timo Ahopelto, Founding Partner of Lifeline Ventures, said, "We invest in future category-leading companies with strong founders, and support them through their growth. We saw the potential in TILT’s cancer immunotherapies early on and continue to build on that potential in Europe as well as the U.S market with this funding round."

Hermann Hauser, member of the EIC Fund Board said, "Combining grants and equity is unique to the European Innovation Council. It bridges the funding gap for highly innovative companies, unlocks additional private investments and enables them to scale up in Europe."

The heart of TILT’s innovative approach revolves around the use of armed oncolytic adenoviruses, using cytokines and other molecules to boost the patient’s immune response to better enable it to find and destroy cancer cells. The company is advancing its pipeline of programs including its lead asset TILT-123, in further clinical trials, including in combination with immune checkpoint inhibitors.

Ankyra Therapeutics Announces Collaboration to Evaluate ANK-101 in Early Clinical Trials Focused on Lung Cancer

On February 7, 2023 Ankyra Therapeutics, a biotech company developing targeted immune activating agents for the treatment of cancer, reported that is has entered into a strategic collaboration with the Lung Cancer Initiative (LCI) at Johnson & Johnson* (Press release, Ankyra Therapeutics, FEB 7, 2023, View Source [SID1234626947]). The collaboration will focus on the advancement of Ankyra’s lead product candidate, ANK-101, an IL-12-based locally administered immunotherapy, as a potential treatment for lung cancer. Ankyra is currently advancing ANK-101 through Investigational New Drug (IND) enabling studies for the treatment of solid tumors and plans to submit an IND to the U.S. Food and Drug Administration in the third quarter of 2023.

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Under the terms of the agreement, Ankyra together with LCI scientists will evaluate ANK-101 in a Phase 1b clinical trial. Ankyra has received an upfront payment and is eligible for additional undisclosed clinical milestone payments.

"We are delighted to enter this collaboration in our mission to bring forward new, impactful treatments for cancer," said Howard Kaufman, M.D., president and chief executive officer. "We have designed our ANK-101 immunotherapy candidate to increase the therapeutic window of IL-12, a potent cytokine, while also aiming to ensure patient tolerability. Patients with lung cancer need new effective treatments with fewer side effects, and we hope to meet this need in the future."

Wellmarker Bio Announces Clinical Trial Collaboration with MSD to evaluate WM-A1-3389 in combination with KEYTRUDA® (pembrolizumab)

On February 7, 2023 Wellmarker Bio Co., Ltd (WMBIO) (CEO: Dong-Hoon Jin, Department of Convergence Medicine, Ulsan College of Medicine and Asan Medical Center,), a predictive biomarker-driven biotech company dedicated to the discovery, development, and commercialization of novel therapies for the treatment of cancer, reported the company has entered a clinical trial collaboration and supply agreement with MSD (Merck & Co., Inc., Rahway, NJ, USA) on 7th Feb (Press release, Merck & Co, FEB 7, 2023, View Source [SID1234626945]).

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Under the agreement, WMBIO will sponsor the Phase 1 (or Phase 1b) clinical trial for WM-A1-3389, a novel therapeutic antibody for Non-Small Cell Lung Cancer (NSCLC) patients with low or no PD-L1 expression, in combination with KEYTRUDA (pembrolizumab), MSD’s anti-PD-1 therapy. Some NSCLC patients with low or no PD-L1 expression have shown limited response to treatment with immunotherapies alone and there is a high unmet need in these patient populations. WMBIO is also planning to expand the target patient group to other solid tumor indications.

WM-A1-3389 is a novel therapeutic antibody targeting a new immune checkpoint protein discovered by Wellmarker Bio and has demonstrated efficacy across different PBMC humanized models. An additive benefit of WM-A1-3389 and anti-PD-1 antibody was evidenced in preclinical mouse models including PD-1-resistant CT26 and LLC-1 mouse models.

"This clinical trial collaboration with MSD holds great significance for WMBIO as it allows us to evaluate a first-in-class drug with a novel mechanism in combination with KEYTRUDA," said Dong-Hoon Jin, CEO of Wellmarker Bio. "Now that we have seen WM-A1-3389 demonstrates a favorable safety margin in combination with immunotherapies in preclinical studies, we are excited to collaborate with MSD to further investigate the therapeutic potential of an additive benefit when combining WM-A1-3389 with KEYTRUDA."

WM-A1-3389 development was funded by Korea Drug Development Fund (KDDF). In eary 2022, this study was selected by the follow-up project of Korea Drug Development Fund (KDDF, Director. Muk, Hyunsang) in the preclinical stage.In addition, Wellmarker Bio is co-developing liquid biopsy companion diagnostics (CDx) with Cytogen. PharmaVentures Ltd., a UK-based premier transaction advisory firm, acted as the exclusive advisor for this collaboration and the ongoing partnering efforts for WM-A1-3389.

KEYTRUDA is a registered trademark of Merck Sharp & Dohme LLC, a subsidiary of Merck & Co., Inc., Rahway, NJ, USA.

For further information, please contact:
Jai-Hee Moon
Strategy planning manager (email: [email protected])