On January 4, 2023 BioRay Pharmaceutical, China’s leading autoimmune-focused biopharmaceutical firm, reported it has entered into definitive agreements for a strategic round of financing at a pre-money valuation of RMB13 billion (USD1.9 billion) and a total transaction value of over RMB1.5 billion (USD218 million) (Press release, BioRay Pharmaceutical, JAN 4, 2023, View Source;a=index&classid=43&id=7 [SID1234634613]).

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The transaction marks BioRay’s first capital raise since its 2019 spin-off and acquisition by PAG, a leading APAC-focused investment firm. Investors participating in this round include a leading Asian sovereign wealth fund as well as state-owned investment firms from Zhejiang Province, China.

The transaction represents an important milestone for BioRay, which has successfully transformed since its acquisition by PAG into a fully integrated innovative biologics platform, with comprehensive capabilities across the value chain from drug discovery to clinical development to manufacturing and commercialization. Investors in the strategic round recognize BioRay’s leading position in China’s autoimmune biologics market and are excited about its prospects for international expansion.

As a leader in China’s biologics market, BioRay has a total of four products on the market focusing on autoimmune diseases. The company has multiple products in Biologics License Applications (BLA) or Phase III clinical trial stage and more than 10 pipeline drugs in Phase II clinical trial stage or earlier. BioRay achieved over RMB900 million (USD 131 million) in revenue in 2022, a CAGR of over 50% from 2019 to 2022.

BioRay plans to use the proceeds received in this round of financing to accelerate the development of its pipeline drugs, in-license innovative products and upgrade its manufacturing facilities to support the commercialization of pipeline products. The strategic round will diversify BioRay’s shareholder base and lay the foundation for BioRay to further explore onshore and offshore capital market opportunities.

"We are very excited to welcome new investors to BioRay, especially in a challenging market environment. We would like to thank the investors for their support and their recognition of BioRay’s fully integrated capabilities and future potential. We look forward to working closely with our investors, and to delivering a successful IPO in the future. Together we are building BioRay into a global platform in immunology to address more unmet medical needs and serve more patients." said Dr. Wang Haibin, CEO of BioRay.

"By bringing in new global and domestic investors with deep financial resources, rich industry knowledge and strong local connections, BioRay can further accelerate its development and continue to explore future capital market opportunities both globally and domestically." said Kevin Xu, Partner at PAG Private Equity.

On January 4, 2023 Immunocore Holdings Plc (Nasdaq: IMCR), a commercial-stage biotechnology company pioneering the development of a novel class of T cell receptor (TCR) bispecific immunotherapies designed to treat a broad range of diseases, including cancer, autoimmune and infectious diseases, reported that management will participate in a fireside chat at the 41st Annual J.P. Morgan Healthcare Conference (Press release, Immunocore, JAN 4, 2023, View Source [SID1234625806]).

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The presentation is scheduled for Wednesday, January 11, 2023, at 9:00 a.m. Pacific Standard Time (PST).

The presentation will be webcast live during the conference and will be available in the ‘Investors’ section of Immunocore’s website at www.immunocore.com. A replay of the presentation will be made available for a limited time.

On January 4, 2023 Palisade Bio, Inc. (Nasdaq: PALI), a clinical stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, reported that it has closed its previously announced registered direct offering and concurrent private placement with institutional investors for the purchase of 1,052,631 shares of common stock (or certain pre-funded warrants in lieu thereof) at a purchase price per common share of $2.375 (Press release, Palisade Bio, JAN 4, 2023, View Source [SID1234625874]). Certain investors received unregistered pre-funded warrants in the private placement in lieu of common stock, subject to beneficial ownership limitations. The company has also issued to the investors, in the private placement, unregistered warrants to purchase up to 1,052,631 shares of common stock (the "Common Warrants"). These Common Warrants have a term of five (5) years and an exercise price of $2.375 per share. Accordingly, the company entered into agreements to sell (i) an aggregate of 513,842 shares of registered common stock and pre-funded warrants to purchase common stock, (ii) pre-funded warrants that are not registered to purchase an aggregate of 538,789 shares of common stock, and (iii) 1,052,631 unregistered Common Warrants.

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Ladenburg Thalmann & Co. Inc. acted as the exclusive placement agent for the registered direct and private placement offerings.

Palisade Bio intends to use the net proceeds from the financing for working capital and general corporate purposes.

The shares of common stock (and registered pre-funded warrants in lieu thereof) (but not the unregistered pre-funded warrants, nor the Common Warrants or the shares of common stock underlying such unregistered pre-funded warrants and Common Warrants) offered in the registered direct offering were offered and sold by the Company pursuant to a "shelf" registration statement on Form S-3 (Registration No. 333-263705), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission ("SEC") on April 26, 2022. The offering of the shares of common stock (and registered pre-funded warrants in lieu thereof) in the registered direct transaction were made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering was filed with the SEC and is available on the SEC’s website located at View Source Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained, by contacting Ladenburg Thalmann & Co. Inc. at Attn: Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, NY 10019 or by e-mail at [email protected].

The unregistered pre-funded warrants, the Common Warrants (and the shares of common stock underlying such unregistered pre-funded warrants and Common Warrants) offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act") and/or Regulation D promulgated thereunder, and such securities have not been registered under the Act or applicable state securities laws. Accordingly, such securities 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. Palisade Bio has agreed to file a registration statement with the SEC registering the resale of the shares of common stock issuable upon the exercise of the unregistered pre-funded warrants and Common Warrants.

On January 4, 2023 ImmunoGen, Inc. (Nasdaq: IMGN), a leader in the expanding field of antibody-drug conjugates (ADCs) for the treatment of cancer, reported that on December 29, 2022, and in connection with the previously announced appointment of Michael J. Vasconcelles, MD as ImmunoGen’s Executive Vice President, Research, Development, and Medical Affairs, the compensation committee of the Company’s Board of Directors (the "Compensation Committee") approved grants of non-qualified stock option awards to purchase 960,000 shares of its common stock (the "Vasconcelles Options") under the ImmunoGen, Inc. Inducement Equity Incentive Plan, as amended (the "Inducement Plan") (Press release, ImmunoGen, JAN 4, 2023, View Source [SID1234625870]).

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In addition, ImmunoGen announced that on December 30, 2022, the Compensation Committee approved grants of non-qualified stock option awards to purchase an aggregate of 226,950 shares of its common stock (the "Employee Options") to nine new employees under the Inducement Plan.

The Vasconcelles Options have an exercise price of $5.16 per share, which is equal to the closing price of ImmunoGen’s common stock on the Nasdaq Global Select Market on December 29, 2022. The Employee Options have an exercise price of $4.96 per share, which is equal to the closing price of ImmunoGen’s common stock on the Nasdaq Global Select Market on December 30, 2022. In each case, each option will vest over a four-year period, with 25% of the shares vesting on the one-year anniversary of the date of grant, and thereafter an additional 6.25% of the shares vesting on each succeeding quarterly anniversary of the date of grant, subject to such employee’s continued employment with ImmunoGen on such vesting dates. Each option is subject to the terms and conditions of the Inducement Plan and the terms and conditions of a stock option agreement covering the applicable grant.

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 Vasconcelles Options and the Employee Options were granted as such inducement material to Dr. Vasconcelles and the other new employees, respectively, becoming employees of ImmunoGen.

On January 4, 2023, Illumina, Inc. ("Illumina" or the "Company") reported to have entered into a credit agreement (the "Credit Agreement") among the Company, as the borrower, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, an issuing bank and the swingline lender, and the other issuing banks from time to time party thereto (Filing, 8-K, Illumina, JAN 4, 2023, View Source [SID1234625869]).

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The Credit Agreement provides for a $750 million senior unsecured five-year revolving credit facility (with a $40 million sublimit for swingline borrowings and a $50 million sublimit for letters of credit) (the "Credit Facility"). Any loans under the Credit Facility will have a variable interest rate based on either the term secured overnight financing rate or the alternate base rate, plus an applicable rate that varies with the Company’s debt rating and, in the case of loans bearing interest based on the term secured overnight financing rate, a credit spread adjustment equal to 0.10% per annum. The Credit Agreement includes an option for the Company to elect to increase the commitments under the Credit Facility or to enter into one or more tranches of term loans in the aggregate principal amount of up to $250 million, subject to the consent of the lenders providing the additional commitments or term loans, as applicable, and certain other conditions.

The proceeds of the loans under the Credit Facility may be used to finance the working capital needs, and for general corporate or other lawful purposes, of Illumina and its subsidiaries.

The Credit Agreement contains financial and operating covenants. The financial covenant provides for a maximum total leverage ratio. Operating covenants include, among other things, limitations on (i) the incurrence of indebtedness by the Company’s subsidiaries, (ii) liens on assets of the Company and its subsidiaries and (iii) certain fundamental changes and the disposition of assets by the Company and its subsidiaries. The Credit Agreement contains other customary covenants, representations and warranties, and events of default.

The Credit Facility matures, and all amounts outstanding thereunder will become due and payable in full, on January 4, 2028, subject to two one-year extensions at the option of the Company, the consent of the extending lenders and certain other conditions. Amounts borrowed under the Credit Facility may be prepaid, and the commitments under the Credit Facility may be terminated by the Company, at any time without premium or penalty. As of the date of this report, no borrowings were outstanding under the Credit Facility.

The commitments under the Credit Agreement replace, in their entirety, the commitments under the Credit Agreement dated as of March 8, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Existing Credit Agreement"), among the Company, as the borrower, the lenders party thereto, Bank of America, N.A., as administrative agent, an issuing bank and the swingline lender, and the other issuing banks party thereto. The Existing Credit Agreement and the commitments thereunder were terminated as of January 4, 2023.

The foregoing summary of the Credit Agreement is qualified in its entirety by the full text of the Credit Agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.