Entry into a Material Definitive Agreement

On May 13, 2024 Apellis Pharmaceuticals, Inc. (the "Company") reported to have entered into a financing agreement (the "Financing Agreement") with the guarantors party thereto, the lenders party thereto (the "Lenders"), and Sixth Street Lending Partners, as the administrative agent and collateral agent for the Lenders (Filing, 8-K, Apellis Pharmaceuticals, MAY 13, 2024, View Source [SID1234643207]). The Financing Agreement provides for a senior secured term loan facility of up to $475 million (the "Credit Facility"), consisting of an initial draw of $375 million at closing and a potential additional $100 million draw at the Company’s option upon satisfaction of a $50 million minimum cash requirement and a requirement that the Company’s trailing three-month sales of SYFOVRE were at least $180 million prior to the $100 million draw. The Credit Facility matures on May 13, 2030 (the "Maturity Date") and bears interest at an annual rate equal to the 3-month Secured Overnight Financing Rate (SOFR) + 5.75% (subject to 1.00% floor). Certain additional commitment and undrawn amount fees are also payable in connection with the Credit Facility.

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Apellis used the majority of the proceeds of the $375 million draw at closing to buy out its remaining obligations owed to SFJ Pharmaceuticals ("SFJ"), in the amount of approximately $326 million. The buyout of the SFJ development liability will eliminate $366 million in payments owed to SFJ, including approximately $200 million owed through 2025.

The Credit Facility does not provide for scheduled amortization payments during the term. All principal will be due on the Maturity Date. The Company will have the right to prepay loans under the Credit Facility at any time. The Company is required to repay loans under the Credit Facility with proceeds from certain asset sales, condemnation events and extraordinary receipts, subject, in some cases, to reinvestment rights. Repayments are subject to a prepayment premium.

All obligations under the Financing Agreement will be secured on a first-priority basis, subject to certain exceptions, by security interests in substantially all assets of the Company and material subsidiaries of the Company, including its intellectual property, and will be guaranteed by material subsidiaries of the Company, including foreign subsidiaries, subject to certain exceptions.

The Financing Agreement contains customary covenants, including, without limitation, a financial covenant to maintain liquidity of at least $50 million if the Company’s market capitalization is below $3 billion, and negative covenants that, subject to certain exceptions, restrict indebtedness, liens, investments (including acquisitions), fundamental changes, asset sales and licensing transactions, dividends, modifications to material agreements, payment of subordinated indebtedness, and other matters customarily restricted in such agreements. Among other permissions, the Company is permitted, on terms and conditions set forth on the Financing Agreement, to enter into a separate asset-based financing arrangement with a third party in an amount of up to $100 million, which amount is increased to $200 million upon certain sales or market capitalization thresholds, and to have outstanding convertible unsecured notes in an amount equal to the greater of $400 million and 10% of the Company’s market capitalization, but not to exceed $600 million. The Company is subject to restrictions on sales and licensing transactions with respect to its core intellectual property, defined to include SYFOVRE, EMPAVELI, and other pegcetacoplan product assets, subject to certain exceptions, including certain transactions related to areas outside the United States and Europe.

The Financing Agreement also contains certain events of default after which loans under the Credit Facility may be due and payable immediately, including payment defaults, material inaccuracy of representations and warranties, covenant defaults, bankruptcy and insolvency proceedings, cross-defaults to certain other agreements, judgments against the Company and its subsidiaries, and change of control.

The above description of the Financing Agreement and Credit Facility is a summary only and is qualified in its entirety by reference to the Financing Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2024.

Ajax Therapeutics Raises $95 Million Series C Financing To Advance First-in-Class Type II JAK2 Inhibitor, AJ1-11095, Into The Clinic

On May 13, 2024 Ajax Therapeutics, Inc., a biopharmaceutical company developing next generation JAK inhibitors for patients with myeloproliferative neoplasms (MPNs), reported the closing of an oversubscribed $95 million Series C financing (Press release, Ajax Therapeutics, MAY 13, 2024, View Source [SID1234643180]). Proceeds from the financing will be used to support the clinical development of Ajax’s first-in-class Type II JAK2 inhibitor, AJ1‑11095, for the treatment of myelofibrosis, as well as advancing the company’s pipeline of treatments for MPNs.

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The financing was led by Goldman Sachs Alternatives with participation by Eli Lilly and Company, Vivo Capital, RA Capital Management, Point72 and existing investors EcoR1 Capital, Boxer Capital, Schrödinger, Inc. and Inning One Ventures. Concurrent with the financing, Amit Sinha, Head of Life Sciences Investing and Ming Cheah, PhD, Vice President, within Life Sciences Investing at Goldman Sachs Alternatives, joined Ajax’s board of directors.

"We’re pleased to have attracted this level of support from such distinguished life sciences investors and biopharmaceutical companies in addition to our existing investor syndicate," said Martin Vogelbaum, co-founder and CEO of Ajax Therapeutics. "We are now well positioned to bring much needed innovation to the field of JAK inhibitors for the treatment of MPNs and look forward to advancing AJ1‑11095 into the clinic for myelofibrosis later this year."

AJ1-11095 was designed by Ajax, through our collaboration with Schrödinger, using structure-based drug design and computational methods at scale, to selectively bind the Type II conformation of the JAK2 kinase and to provide greater efficacy with disease modification compared to all currently approved JAK2 inhibitors which bind the Type I conformation of JAK2. Additionally, AJ1-11095 has been shown in preclinical studies to maintain efficacy against MPN cells that become resistant to chronic Type I JAK2 inhibition.

"Despite significant advances brought by the introduction of JAK inhibitors, patients with MPNs continue to have major unmet needs as current therapies, including Type I JAK2 inhibitors, often fail to provide adequate symptomatic relief and have little effect on the underlying disease," said Amit Sinha, Head of Life Sciences Investing at Goldman Sachs Alternatives. "We look forward to working with Ajax’s management team to bring novel therapies, such as AJ1-11095, to patients with myelofibrosis."

"JAK2 overactivation is central to the pathogenesis of MPNs and a Type II JAK2 inhibitor has the potential to address MPNs beyond myelofibrosis, including patients with polycythemia vera and essential thrombocythemia" said Ming Cheah, a Vice President in Life Sciences Investing at Goldman Sachs Alternatives. "We are proud to support the Company in delivering a new generation of transformational treatments for MPN patients."

"This financing reinforces the value of Ajax’s approach to inhibiting JAK2 with its Type II inhibitor, AJ1-11095," said Dr. Ross Levine, Ajax co-founder and Chair of Ajax’s Scientific Advisory Board, Senior Vice President for MH Translational Research and Member of the Human Oncology and Pathogenesis Program at Memorial Sloan Kettering Cancer Center. "My lab has been studying Type II inhibition of JAK2 for over 10 years and we believe AJ1-11095 possesses the unique therapeutic properties and disease modifying effects of a highly selective and potent Type II JAK2 inhibitor and we’re excited to bring it to patients with MF."

Ajax Therapeutics Announces FDA Clearance of IND Application for AJ1-11095, a First-in-Class Type II JAK2 inhibitor, for the Treatment of Myelofibrosis

On May 13, 2024 Ajax Therapeutics, Inc., a biopharmaceutical company developing next generation JAK inhibitors for patients with myeloproliferative neoplasms (MPNs), reported that it has received clearance for its Investigational New Drug (IND) application from the U.S. Food and Drug Administration (FDA) to initiate a Phase 1clinical study of AJ1‑11095, a first-in-class Type II JAK2 inhibitor, for the treatment of patients with myelofibrosis (Press release, Ajax Therapeutics, MAY 13, 2024, View Source [SID1234643179]).

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"We are thrilled to obtain clearance to advance AJ1-11095 into the clinic and excited to bring this innovative new medicine to patients with myelofibrosis," said Martin Vogelbaum, co-founder and CEO of Ajax Therapeutics. "This is an important milestone for our company and our first program to enter the clinic and the first clinical study to ever evaluate a Type II JAK2 inhibitor in patients."

"We look forward to the clinical development of AJ1-11095 in myelofibrosis and to initiating our Phase 1 dose escalation study, AJX-101, later this year," said David Steensma, MD, FACP, Chief Medical Officer at Ajax. "As a first-in-class therapy with a unique mechanism as a Type II inhibitor of JAK2, AJ1-11095 was developed to provide a much-needed new treatment for patients with myelofibrosis by offering the potential for improved efficacy with disease modifying effects compared to existing therapies."

About AJ1-11095

AJ1-11095 was designed by Ajax, through our collaboration with Schrödinger, to be a next generation JAK2 inhibitor by using structure-based drug design and computational methods at scale to selectively bind the Type II conformation of the JAK2 kinase and to provide greater efficacy with disease modification compared to all currently approved JAK2 inhibitors which bind the Type I conformation of JAK2. Additionally, AJ1-11095 has been shown in preclinical studies to reverse marrow fibrosis, reduce mutant allele burden and maintain efficacy against MPN cells that become resistant to chronic Type I JAK2 inhibition.

About Myelofibrosis

Myelofibrosis (MF) is a rare blood cancer that affects approximately 20,000 patients in the United States. The disease is characterized by spleen enlargement, scarring (fibrosis) in the bone marrow, progressive anemia, and debilitating symptoms, such as fatigue, night sweats, itching, and abdominal discomfort, which can impair a patient’s’ quality of life. The most widely used treatment for MF patients are Type I JAK2 inhibitors which can reduce spleen size and provide symptomatic improvement but have little effect on the underlying cause of disease. Over time, most MF patients stop Type I JAK2 inhibitor therapy. The most common causes for treatment discontinuation include a lack of benefit or loss of response, adverse events, and disease progression, leaving significant unmet treatment needs for these patients.

Legend Biotech Reports First Quarter 2024 Results and Recent Highlights

On May 13, 2024 Legend Biotech Corporation (NASDAQ: LEGN) (Legend Biotech), a global leader in cell therapy, reported its first quarter 2024 unaudited financial results and key corporate highlights (Press release, Legend Biotech, MAY 13, 2024, View Source [SID1234643178]).

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"Legend made great progress in the first quarter, culminating in our exciting announcements in recent weeks. We received label expansions for CARVYKTI in the U.S., Europe, and Brazil that have changed the treatment paradigm for multiple myeloma and will enable more patients to receive our transformative therapy earlier in the course of their disease," said Ying Huang, Ph.D., Chief Executive Officer of Legend Biotech. "With more patients needing access to CARVYKTI, we have increased our manufacturing capacity and have scaled up our operations to reach our goal of 10,000 annual doses by the end of 2025. The expansion of our partnership with Novartis demonstrates our commitment to ensuring every patient who needs CARVYKTI can access it."

Regulatory Updates

The U.S. Food and Drug Administration (FDA) approved CARVYKTI for the treatment of adult patients with relapsed or refractory multiple myeloma who have received at least one prior line of therapy including a proteasome inhibitor (PI) and an immunomodulatory agent (IMiD) and are refractory to lenalidomide following the Oncologic Drug Advisory Committee’s (ODAC) unanimous (11 to 0) vote recommending the approval of CARVYKTI.
The European Commission (EC) granted approval for the label expansion of CARVYKTI for the treatment of adult patients with relapsed and refractory multiple myeloma who have received at least one prior therapy, including an immunomodulatory agent and a proteasome inhibitor, have demonstrated disease progression on the last therapy, and are refractory to lenalidomide.
The Brazilian Health Regulatory Agency, ANVISA (Agência Nacional de Vigilância Sanitária), approved CARVYKTI for the treatment of adult patients with multiple myeloma, who previously received a proteasome inhibitor and are refractory to lenalidomide, as well as adult patients with relapsed or refractory multiple myeloma, who previously received a proteasome inhibitor, an immunomodulatory agent and anti-CD38 antibody.
Key Business Developments

Legend and Johnson & Johnson* entered into a Master Manufacturing and Supply Services Agreement with Novartis Pharmaceuticals Corporation to supplement our existing manufacturing capabilities and increase commercial supply of CARVYKTI
Published inaugural Environmental, Social & Governance (ESG) report which aligns with the Sustainable Accounting Standards Board (SASB) Biotechnology and Pharmaceutical sector standards, shares ESG data collection and disclosure roadmap, and future growth strategy for good corporate citizenship
* In December 2017, Legend Biotech entered into an exclusive worldwide collaboration and license agreement with Janssen Biotech, Inc., a Johnson & Johnson company, to develop and commercialize cilta-cel (the Janssen Agreement).

First Quarter 2024 Financial Results

License Revenue: License revenue was $12.2 million for the first quarter of 2024 and consisted of the recognition of deferred revenue in connection with the global license agreement with Novartis Pharma AG to develop, manufacture, and commercialize LB2102 and other potential CAR-T therapies selectively targeting DLL3. Legend did not recognize any license revenue for the first quarter of 2023.
Collaboration Revenue: Collaboration revenue was $78.5 million for the first quarter of 2024 compared to $36.3 million for the first quarter of 2023. The increase was primarily due to an increase in revenue generated from sales of CARVYKTI in connection with the Janssen Agreement.
Collaboration Cost of Revenue: Collaboration cost of revenue was $49.1 million for the first quarter of 2024 compared to $35.6 million for the first quarter of 2023. The increase was primarily due to Legend Biotech’s share of the cost of sales in connection with CARVYKTI sales under the Janssen Agreement.
Cost of License and Other Revenue: Cost of license and other revenue for the three months ended March 31, 2024 was $5.6 million and consisted of costs in connection with the global license agreement with Novartis Pharma AG to develop, manufacture, and commercialize LB2102 and other potential CAR-T therapies selectively targeting DLL3. The Company did not incur any cost of license and other revenue for the three months ended March 31, 2023.
Research and Development Expenses: Research and development expenses were $101.0 million for the first quarter of 2024 compared to $84.9 million for the first quarter of 2023. The increase was primarily driven by continuous research and development activities in cilta-cel, including start up costs for clinical production in Belgium and continued investment in Legend’s solid tumor programs.
Administrative Expenses: Administrative expenses were $31.9 million for the first quarter of 2024 compared to $22.2 million for the first quarter of 2023. The increase was primarily due to the expansion of administrative functions and infrastructure to increase manufacturing capacity.
Selling and Distribution Expenses: Selling and distribution expenses were $24.2 million for the first quarter of 2024 compared to $18.0 million for the first quarter of 2023. The increase was primarily driven by costs associated with commercial activities for cilta-cel, including the expansion of the sales force and second line indication launch preparation.
Net Loss: Net loss was $59.8 million for the first quarter of 2024, compared to a net loss of $112.1 million for the first quarter of 2023.
Cash Position: Cash and cash equivalents, time deposits, and short-term investments were $1.3 billion as of March 31, 2024.
Webcast/Conference Call Details:
Legend Biotech will host its quarterly earnings call and webcast today at 8:00 am ET. To access the webcast, please visit this weblink.

A replay of the webcast will be available on Legend Biotech’s website at View Source

Pheast Unveils First Preclinical Data for PHST001, an Anti-CD24 Macrophage Checkpoint Inhibitor

On May 13, 2024 Pheast Therapeutics ("Pheast"), a biotech developing novel macrophage checkpoint therapies to defy cancer, reported the first presentation of preclinical data for PHST001, an anti-CD24 antibody drug candidate that is designed to block a key macrophage "don’t eat me" signal on cancer cells (Press release, Pheast Therapeutics, MAY 13, 2024, View Source [SID1234643177]). The data to be presented at the 20th Annual PEGS Boston Summit demonstrate that PHST001 can powerfully induce an anti-cancer immune response and drive therapeutic efficacy in in vivo models.

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"Pheast’s lead drug candidate, PHST001, is an exceptionally well-engineered, well-expressed antibody against an exciting new target, CD24," said Roy Maute, Ph.D., Cofounder and CEO, Pheast Therapeutics. "Our preclinical studies show potent efficacy in challenging mouse model systems, which supports the possibility of clinical efficacy in cancers where other immunotherapies have failed and the unmet need remains high. The Pheast team is making rapid progress to support filing an investigational new drug application with the goal to enter the clinic in patients in the first half of next year."

CD24 is a newly discovered immune checkpoint that is highly expressed by many human cancers, including ovarian and triple negative breast cancer (TNBC). High expression of CD24 is a negative prognostic factor in multiple cancer indications. CD24 interacts with the macrophage receptor Siglec-10, and shields cancer cells from attack by macrophages. Pheast has engineered PHST001 to bind recombinant CD24 and cell surface CD24 with high affinity and specificity and to block Siglec-10 binding.

Pheast scientists have demonstrated that blocking CD24 with PHST001 induces macrophage phagocytosis of multiple cancer subtypes in vitro, and have shown potent efficacy for PHST001 in vivo. In some preclinical models, PHST001 monotherapy is sufficient to shrink and fully eradicate tumors in all treated mice.

"These data demonstrate Pheast’s robust in-house antibody discovery and protein engineering capabilities, allowing rapid discovery and development of therapeutic monoclonal antibodies," said John Burg, Ph.D., Senior Director, Protein Sciences. "Our innovative platform for discovery of tumor-specific immune checkpoints for precision immuno-oncology treatments will support exploring additional targets and developing new pipeline programs."

Dr. Burg will present these data on Monday, May 13, 2024, at 1:15 pm ET in a talk titled, "Engineering a Therapeutic Monoclonal Antibody Targeting CD24, a Macrophage Checkpoint."