Bristol Myers Squibb Prices $13 Billion of Senior Unsecured Notes

On February 14, 2024 Bristol Myers Squibb (NYSE: BMY) reported that it has priced a public offering (the "Offering") of senior unsecured notes in a combined aggregate principal amount of $13 billion (collectively, the "Notes") (Press release, Bristol-Myers Squibb, FEB 15, 2024, View Source [SID1234640084]). The Notes will be issued in nine tranches: (i) $500,000,000 in aggregate principal amount of floating rate notes due 2026, (ii) $1,000,000,000 in aggregate principal amount of 4.950% notes due 2026, (iii) $1,000,000,000 in aggregate principal amount of 4.900% notes due 2027, (iv) $1,750,000,000 in aggregate principal amount of 4.900% notes due 2029, (v) $1,250,000,000 in aggregate principal amount of 5.100% notes due 2031, (vi) $2,500,000,000 in aggregate principal amount of 5.200% notes due 2034 (the "2034 Notes"), (vii) $500,000,000 in aggregate principal amount of 5.500% notes due 2044 (the "2044 Notes"), (viii) $2,750,000,000 in aggregate principal amount of 5.550% notes due 2054 (the "2054 Notes") and (ix) $1,750,000,000 in aggregate principal amount of 5.650% notes due 2064 (the "2064 Notes"). Bristol Myers Squibb expects that the closing of the Offering will occur on February 22, 2024, subject to the satisfaction of customary closing conditions.

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Bristol Myers Squibb intends to use a portion of the net proceeds of the Offering to fund the cash consideration payable in connection with the previously announced proposed acquisitions of Karuna Therapeutics, Inc. ("Karuna") and RayzeBio, Inc. (collectively, the "Acquisitions") and the fees and expenses in connection therewith and with the Offering. Bristol Myers Squibb expects to use any remaining net proceeds from the Offering for general corporate purposes. The Offering is not conditioned upon the consummation of the Acquisitions; however, if Bristol Myers Squibb’s acquisition of Karuna is not completed on or before the later of (i) June 30, 2025 and (ii) the date that is five business days after any later date to which the "End Date" as set forth in the merger agreement relating to acquisition of Karuna may be extended pursuant to its terms, or Bristol Myers Squibb notifies the trustee in respect of the Notes that it will not pursue consummation of the acquisition of Karuna, then Bristol Myers Squibb will be required to redeem all outstanding Notes, other than the 2034 Notes, the 2044 Notes, the 2054 Notes and the 2064 Notes, at a special mandatory redemption price equal to 101% of the aggregate principal amount of such series of Notes, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date.

Citigroup Global Markets Inc., BofA Securities, Inc., Wells Fargo Securities, LLC, and Mizuho Securities USA LLC are acting as joint lead managers and joint book-running managers for the Offering.

The Offering of the Notes is being made pursuant to an effective shelf registration statement (including a prospectus and preliminary prospectus supplement) (File No. 333-261623) filed with the U.S. Securities and Exchange Commission (the "SEC"). You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, Bristol Myers Squibb, any underwriter or any dealer participating in the Offering will arrange to send you the prospectus and the preliminary prospectus supplement (or, if available, the prospectus supplement) if you request it by contacting Bristol Myers Squibb Investor Relations or Citigroup Global Markets Inc. at 1-800-831-9146, BofA Securities, Inc. at 1-800-294-1322, Wells Fargo Securities, LLC at 1-800-645-3751, or Mizuho Securities USA LLC at 1-866-271-7403.

GSK Exercises Option to License Elsie Biotechnologies’ Discovery Platform to Find and Develop Novel Oligonucleotides

On February 14, 2024 Elsie Biotechnologies, Inc. reported that GSK plc (LSE/NYSE: GSK) has exercised its option to a non-exclusive license to Elsie’s discovery platform, following a successful outcome of the research collaboration, announced in July 2023, to explore the platform capabilities (Press release, Elsie Biotechnologies, FEB 14, 2024, View Source [SID1234644171]). The option allows GSK to employ Elsie’s discovery platform and P(V) chemistry technologies in its own oligonucleotide drug discovery research.

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Kevin Green, Chief Operating Officer, Elsie Biotechnologies, said, "We are pleased that GSK has elected to license our platform technology following the research collaboration. GSK is a great innovator in the field of oligonucleotide therapeutics, and this license validates the potential of our discovery platform, which we believe can power next generation RNA medicines, optimized for safety, activity, and delivery."

Christine Donahue, VP, Molecular Modalities Discovery, GSK, said, "We are excited to continue our work with Elsie which aligns so closely with our focus at the intersection of science and tech. It builds on our industry-leading position in advanced platform technologies and exemplifies our commitment to the potential of oligonucleotide therapeutics."

Elsie’s discovery platform is an unparalleled ultra-high throughput proprietary process that allows for the complete evaluation of oligonucleotide chemical space. By applying proprietary encoding technology to oligonucleotide therapeutic candidates, all possible sequences or chemical modification patterns can be evaluated to increase activity, reduce toxicity, and improve delivery. Elsie also applies proprietary P(V) chemistry technologies, encompassing a suite of novel reagents and processes, to synthesize diverse oligonucleotide therapeutics with complete synthetic control.

Under the terms of the agreement, Elsie will receive a license payment from GSK and could receive additional development and commercial milestones on a target-by-target basis.

Consolidated Financial Results for the Fiscal Year Ended December 31, 2023

ON February 14, 2024 Otsuka reported its Consolidated Financial Results for the Fiscal Year Ended December 31, 2023 (Filing, 3 mnth, DEC 31, Otsuka, 2023, FEB 14, 2024, View Source [SID1234642371]).

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NextPoint Therapeutics Announces Closing of Series B Financing Extension Led by Catalio Capital Management

On February 14, 2024 NextPoint Therapeutics, a clinical-stage biotechnology company developing a new class of precision oncology therapeutics targeting the novel HHLA2 pathway, reported the closing of a $42.5M Extension to its Series B financing round resulting in a total of $122.5M raised in the Series B financing (Press release, NextPoint Therapeutics, FEB 14, 2024, View Source [SID1234640112]). The funds will be used to advance the company’s two immuno-oncology clinical programs, NPX267 and NPX887, as well as propel the development of additional therapeutic modalities in the pipeline that target the novel HHLA2 tumor antigen.

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The Extension was led by existing investor Catalio Capital Management, and as part of the financing, R. Jacob Vogelstein, PhD, has joined the NextPoint Board of Directors. Catalio is joined by other existing investors including MPM BioImpact, Leaps by Bayer, Sanofi Ventures, Invus, Sixty Degree Capital, Dana-Farber Cancer Institute’s Binney Street Capital and NextPoint founder Gordon Freeman, PhD. Along with Catalio, new investors Arkin Bio-Capital and WTT investment Ltd were the largest participants in this fundraising.

"Catalio is committed to investing in the next generation of category-defining life sciences companies and NextPoint’s mission of delivering groundbreaking new options to more patients with cancer strongly resonates with our own," said R. Jacob Vogelstein, PhD, Co-Founder & Managing Partner of Catalio Capital Management. "We are delighted to support the company’s pipeline growth and advancement and look forward to being a strong partner for the future."

"This financing strategically expands NextPoint’s group of high-quality investors and further transforms the company’s innovative pipeline to progress monotherapy treatments with a novel clinical biomarker," commented Detlev Biniszkiewicz, PhD, Chairman of NextPoint’s Board of Directors. "We are excited to reshape immunotherapy into precision oncology and give hope to patients living with cancer."

"This new round of financing underscores the support and confidence of our premier syndicate of investors, and we are well positioned to build upon our growing pipeline of multi-modal therapeutics targeting the novel HHLA2 pathway," said Ivan Cheung, CEO of NextPoint. "We are advancing a diverse set of assets into clinical trials to exploit HHLA2’s role as both a novel immune checkpoint and a tumor-targeting mechanism. We are thrilled to pioneer a new class of monotherapies to treat both hot and cold tumors."

Beactica Therapeutics’ TEAD programme selected for late-breaking research presentation at the AACR Annual Meeting 2024

On February 14, 2024 Beactica Therapeutics AB, the Swedish precision oncology company, reported that its TEAD programme has been selected for a late-breaking presentation at the American Association for Cancer Research (AACR) (Free AACR Whitepaper)’s Annual Meeting 2024 (Press release, Beactica, FEB 14, 2024, View Source [SID1234640111]). The conference will take place on April 5-10, 2024 in San Diego, California.

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Dr Peter Brandt, Head of Chemistry, will present a poster entitled Degraders of TEAD transcription factors based on interface 3 binders on Sunday April 7, 2024, at 1:30 PM – 5:00 PM. The location is at the San Diego Convention Center, Section 52, abstract presentation number: LB029. The session title is Late-Breaking Research: Chemistry.

The presentation will include new positive results from studies with novel proteolysis-targeting degraders of TEAD based on interface 3-binding ligands under development by Beactica. This will include head-to-head in vitro comparisons with other classes of TEAD modulators in clinical development such as palmitoylation inhibitors and direct YAP–TEAD protein–protein interaction inhibitors. The work to be presented contains contributions by Beactica’s collaborators at the National Center for Advancing Translational Sciences (NCATS), one of 27 institutes and centers at the U.S. National Institutes of Health (NIH).

Organised by the American Association for Cancer Research (AACR) (Free AACR Whitepaper), the AACR (Free AACR Whitepaper) Annual Meeting is the largest and most important cancer drug discovery event in the world. It has an anticipated attendance of more than 20 000 scientists, clinicians, advocates, and other attendees. The event spans integrative cancer science, global impact, individualised patient care and showcases the best and most up-to-date cancer science available.

About TEAD

TEAD 1–4 (Transcriptional Enhanced Associate Domain) are transcription factors that together with its coactivators YAP (Yes-associated protein) and TAZ (transcriptional coactivator with PDZ-binding motif) play key roles in the Hippo signalling pathway that regulates cell proliferation, apoptosis, and stemness. Dysregulation of the Hippo pathway and subsequent activation of TEAD has been reported in a wide range of cancers such as squamous cell carcinoma, head and neck, gynaecological, and gastrointestinal cancers. The first clinical proof-of-concept for drugging the Hippo–YAP–TEAD pathway was achieved with the TEAD inhibitor VT3989 and was presented at the American Association for Cancer Research (AACR) (Free AACR Whitepaper) Annual Meeting in April 2023.