ImmunoGen Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

On May 1, 2023 ImmunoGen, Inc., (Nasdaq: IMGN), a leader in the expanding field of antibody-drug conjugates (ADCs) for the treatment of cancer, reported that in connection with the previously announced appointment of Isabel Kalofonos as ImmunoGen’s Chief Commercial Officer, the compensation committee of the Company’s Board of Directors (the "Compensation Committee") approved, effective as of April 28, 2023, grants of a non-qualified stock option to purchase 284,250 shares of its common stock (the "Kalofonos Options") and restricted stock units ("RSUs") covering 47,375 shares of its common stock under the ImmunoGen, Inc. Inducement Equity Incentive Plan, as amended (the "Inducement Plan") (Press release, ImmunoGen, MAY 1, 2023, View Source [SID1234630775]).

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In addition, ImmunoGen announced that the Compensation Committee approved, effective as of April 28, 2023, grants of non-qualified stock options to purchase an aggregate of 131,600 shares of its common stock (the "Employee Options") and RSUs covering 65,750 shares of its common stock under the Inducement Plan to five other new employees.

The Inducement Plan is used exclusively for the grant of equity awards to individuals who were not previously employees of ImmunoGen (or following a bona fide period of non-employment), as an inducement material to such individuals’ entering into employment with ImmunoGen, pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

The Kalofonos Option and the Employee Options have an exercise price of $5.39 per share, which is equal to the closing price of ImmunoGen’s common stock on the Nasdaq Global Select Market on April 28, 2023. Each option will vest as to 25% of the shares underlying such option on the first anniversary of the grant date and as to an additional 6.25% of the shares underlying the option quarterly thereafter, subject to each employee’s continued employment on each vesting date. Each RSU will vest as to 25% of the shares underlying the RSU award on the first anniversary of the grant date and as to an additional 25% of the shares underlying the RSU award annually thereafter, subject to each employee’s continued employment on each vesting date. Each option and RSU is subject to the terms and conditions of the Inducement Plan and the terms and conditions of a stock option agreement and an RSU agreement covering the respective grants.

Immatics Announces First Bristol Myers Squibb Opt-in of TCR-T Candidate from Ongoing Multi-target Strategic Collaboration

On May 1, 2023 Immatics N.V. (NASDAQ: IMTX, "Immatics"), a clinical-stage biopharmaceutical company active in the discovery and development of T cell-redirecting cancer immunotherapies, reported that Bristol Myers Squibb (NYSE:BMY) has exercised its option and entered into an exclusive worldwide license for the first T cell receptor engineered T cell therapy (TCR-T) candidate from their ongoing collaboration (Press release, Immatics, MAY 1, 2023, View Source [SID1234630774]).

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Under the terms of the 2019 multi-target strategic collaboration agreement, which was expanded in 2022, Immatics is developing and validating four TCR-T targets and product candidates through the lead TCR candidate stage. Bristol Myers Squibb can exercise opt-in rights and assume sole responsibility for further worldwide development, manufacturing, and commercialization of the TCR-T cell therapies. This first opt-in is for a novel TCR-T product candidate against a target relevant in multiple solid tumor indications. Immatics to receive an option exercise fee of $15 million.

"The opt-in decision by Bristol Myers Squibb is an example of the success of our ongoing collaboration. The partnership’s goal is to leverage Immatics’ ability to develop innovative cell therapies that have the potential to deliver future breakthrough therapies for patients," commented Harpreet Singh, Ph.D., CEO and Co-Founder of Immatics. "We remain committed to making a meaningful impact on the lives of cancer patients and we look forward to further advancing our own pipeline programs as well as our product candidates being developed with Bristol Myers Squibb and other partners."

The TCR-T programs developed within the collaboration are directed against solid tumor targets discovered by Immatics using its proprietary XPRESIDENT technology combined with its XCEPTOR TCR discovery and engineering platform to identify specific TCRs against these targets. For each program, Immatics is eligible for up to $505 million in option exercise fee, regulatory and commercial milestone payments, as well as additional tiered royalties on net sales of the licensed product.

G1 Therapeutics Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

On May 1, 2023 G1 Therapeutics, Inc. (Nasdaq: GTHX), a commercial-stage oncology company, reported the grant of inducement stock options exercisable for 4,200 shares of G1’s common stock and 2,000 restricted stock units (RSUs) to two hired employees under the Amended and Restated G1 Therapeutics, Inc. 2021 Inducement Equity Incentive Plan (the "Amended and Restated 2021 Plan") (Press release, G1 Therapeutics, MAY 1, 2023, View Source [SID1234630773]). These equity awards were granted as an inducement material to the new employee becoming an employee of G1 in accordance with Nasdaq Listing Rule 5635(c)(4).

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The Amended and Restated 2021 Plan is used exclusively for the grant of equity awards to individuals who were not previously employees of G1 (or following a bona fide period of non-employment), as an inducement material to such individual’s entering into employment with G1, pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

The stock options are exercisable at a price of $3.08 per share, the closing price of G1’s common stock on May 1, 2023, the grant date. The stock options have up to a ten-year term and vest over four years, with 25% of the award vesting on the first anniversary of the employee’s employment, and as to an additional 1/48th of the shares monthly thereafter, subject to continued service through the applicable vesting dates (subject to the terms and conditions of the stock option agreement covering the grant). The RSUs have a four-year term, with 25% of the award vesting on the first anniversary of the grant date, and the remainder vesting 12.5% semi-annually over the remaining three years, subject to continued service through the applicable vesting dates (subject to the terms and conditions of the RSU agreement covering the grant). The stock options and RSUs are subject to the terms and conditions of the Amended and Restated 2021 Plan.

FibroGen Announces Non-Dilutive Term Loan Financing for up to $150 Million with Morgan Stanley Tactical Value

On May 1, 2023 FibroGen, Inc. (NASDAQ: FGEN) reported a non-dilutive term loan facility with investment funds managed by Morgan Stanley Tactical Value (MSTV) that will result in proceeds to FibroGen of up to $150 million, bringing significant non-dilutive capital to support growth and innovation (Press release, FibroGen, MAY 1, 2023, View Source [SID1234630772]).

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The investment by this highly respected investor capitalizes on FibroGen’s significant accomplishments to date and adds a financial partner who is aligned with the company’s growth ambitions. The financing provides capital to advance pamrevlumab toward commercialization and to continue the development of our pre-clinical pipeline.

"With the current momentum across our development programs, this financing strengthens our balance sheet," said Enrique Conterno, Chief Executive Officer, FibroGen. "Part of the proceeds will be used to fund our wholly-owned pamrevlumab program as we anticipate five Phase 3 readouts to occur before mid-2024. In addition, this funding allows for the continued development of our early-stage pipeline."

The $150 million term loan facility will be available to the Company in three tranches:

The initial tranche of $75 million will be funded by May 8, 2023.
The second tranche of $37.5 million will be funded in the third quarter of 2023 upon achievement of certain clinical development milestones.
MSTV has the option to fund a third tranche of up to $37.5 million in the third quarter of 2023.
Borrowings under this three-year term loan facility will accrue interest at 14.0%. The outstanding principal amount of the term loan facility will be payable at maturity.

"We are pleased to extend this term loan facility to FibroGen in support of their continued growth," said Tom Cahill, Co-head of MSTV. "Roxadustat is a first-in-class chronic kidney disease anemia drug in approved markets and we are excited by the continued prospects in additional markets, the pamrevlumab program and the pipeline of other promising opportunities."

Morgan Stanley & Co. LLC acted as sole structuring agent to FibroGen on this transaction and Goodwin Procter LLP acted as counsel to FibroGen. Gibson, Dunn & Crutcher LLP acted as counsel to the investor.

Exact Sciences to participate in May investor conference

On May 1, 2023 Exact Sciences Corp. (Nasdaq: EXAS), a leading provider of cancer screening and diagnostic tests, reported that company management will participate in the following conference and invited investors to participate by webcast (Press release, Exact Sciences, MAY 1, 2023, View Source [SID1234630770]).

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BofA Securities Health Care Conference, Las Vegas
Fireside chat on Wednesday, May 10, 2023 at 6:00 p.m. ET
The webcast can be accessed in the investor relations section of Exact Sciences’ website at www.exactsciences.com.