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.

On January 4, 2023 Geron Corporation (Nasdaq: GERN), a late-stage clinical biopharmaceutical company, reported that it intends to offer and sell $175 million of shares of its common stock in an underwritten public offering (Press release, Geron, JAN 4, 2023, View Source [SID1234625868]). All of the securities in the proposed offering are to be sold by Geron. Geron intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the number of shares of its common stock offered in the public offering. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

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Goldman Sachs & Co. LLC and Stifel are acting as joint book-running managers for the offering. Wedbush PacGrow and Baird are acting as co-lead managers for the offering. B. Riley Securities and Needham & Company are acting as co-managers for the offering.

An automatically effective shelf registration statement on Form S-3 relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission (SEC) on January 4, 2023. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed offering will be filed with the SEC and will be available for free on the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and accompanying prospectus relating to the proposed offering may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at 1-866-471-2526 or by email at [email protected]; and Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at 415-364-2720 or by email at [email protected].

On January 4, 2023 Aurinia Pharmaceuticals Inc. (NASDAQ: AUPH) (Aurinia or the Company) reported that Peter Greenleaf, President and Chief Executive Officer, is scheduled to present at the 41st Annual J.P. Morgan Healthcare Conference on Wednesday, January 11th at 4:30 p.m. Pacific Time / 7:30 p.m. Eastern Time in San Francisco, CA (Press release, Aurinia Pharmaceuticals, JAN 4, 2023, View Source [SID1234625865]).

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To participate in the audio webcast, interested parties can access the live webcast under "News/Events" through the "Investors" section of the Aurinia corporate website at www.auriniapharma.com