Entry into a Material Definitive Agreement

On June 3, 2024 Kiromic BioPharma, Inc. (the "Company") reported to have issued a 25% Senior Secured Convertible Promissory Note (the "Note") to an accredited investor. The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the "Stated Rate") and matures on June 3, 2025 (the "Maturity Date"), on which the principal balance and accrued but unpaid interest under the Note shall be due and payable (Press release, Kiromic, JUN 3, 2024, View Source [SID1234644615]). The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws.

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The Note is convertible into shares (the "Conversion Shares") of the Company’s common stock, par value $0.001 per share (the "Common Stock"), at an initial conversion price of $2.50 per share (the "Conversion Price"), subject to a beneficial ownership limitation equivalent to 19.99% (the "Beneficial Ownership Limitation").

The unpaid principal of and interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all subordinated indebtedness and equity securities of the Company outstanding as of the Issuance Date; provided, however, that the Company may incur or guarantee additional indebtedness after the Issuance Date, whether such indebtedness are senior, pari passu or junior to the obligations under the Note, which are secured by all of the Company’s right, title and interest, in and to, (i) all fixtures (as defined in the Uniform Commercial Code, the "UCC") and equipment (as defined in the UCC), and (ii) all of the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note.

The foregoing description of the Note is qualified in its entirety by reference to the full text of such Note, a copy of which is attached hereto as exhibit 10.1 and incorporated herein by reference.

Entry into a Material Definitive Agreement

On June 3, 2024, Propanc Biopharma, Inc. (the "Company") reported to have entered into and closed a loan agreement (the "First Loan") with an investor (the "First Investor"), pursuant to which the First Investor loaned the Company an aggregate principal amount of $20,000 AUD (Filing, 8-K, Propanc, JUN 3, 2024, View Source [SID1234644284]). The Company intends to use the net proceeds therefrom for general working capital purposes.

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The maturity date of the First Loan is June 3, 2025, or sooner at the discretion of the Company, and the First Loan bears an interest rate of twelve percent (12%) per annum. The Company has the right to prepay in full at any time with no prepayment penalty.

Effective June 5, 2024, Propanc Biopharma, Inc. (the "Company") entered into and closed a loan agreement (the "Second Loan") with an investor (the "Second Investor"), pursuant to which the Second Investor loaned the Company an aggregate principal amount of $100,000 AUD. The Company intends to use the net proceeds therefrom for general working capital purposes.

The maturity date of the Second Loan is June 5, 2025, or sooner at the discretion of the Company, and the Second Loan bears an interest rate of twelve percent (12%). The Company has the right to prepay in full at any time with no prepayment penalty.

The foregoing descriptions of each of the Loan do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Purchase Agreements and the Loans, which are filed as Exhibits 4.1, and 4.2 to this Current Report on Form 8-K (this "Form 8-K") and are incorporated herein by reference.

LadRx and ImmunityBio Mutually Agree to Terminate Aldoxorubicin License Aldoxorubicin Returns to LadRx

On June 3, 2024 LadRx Corporation (OTCQB: LADX) ("LadRx" or the "Company"), a biopharmaceutical innovator focused on research and development of life-saving cancer therapeutics, is pleased to announce that the Company and NantCell, Inc. ("NantCell"), together with NantCell’s parent company ImmunityBio, Inc. ("ImmunityBio"), have agreed to a mutual termination of the license of aldoxorubicin entered into in 2017 (Press release, ImmunityBio, JUN 3, 2024, View Source [SID1234644163]).

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With the termination of the license agreement between LadRx and NantCell, LadRx regains control of aldoxorubicin. In 2023, LadRx transferred the royalty and milestone rights of arimoclomol and aldoxorubicin to XOMA Corporation (NASDAQ: XOMA) ("XOMA") in exchange for $5 million in upfront gross proceeds, up to an additional $2 million for milestones related to arimoclomol and $5 million for milestones related to aldoxorubicin. XOMA consented to the mutual termination of the LadRx-NantCell agreement in order to facilitate the return of the program to LadRx. In parallel, LadRx and XOMA have amended their 2023 Royalty Purchase Agreement to provide XOMA with a low-single-digit synthetic royalty on aldoxorubicin and a mid-single-digit percentage of any economics derived by LadRx from future out-license agreements related to aldoxorubicin. The agreement between LadRx and XOMA regarding future royalties and milestones associated with arimoclomol is not affected by the termination of the aldoxorubicin license between LadRx and NantCell.

Stephen Snowdy, PhD, CEO of LadRx commented, "We are excited to have aldoxorubicin back in-house. Aldoxorubicin is the first LADR-based drug to reach the clinic and was shown in multiple clinical studies to have lower cardiotoxicity compared to doxorubicin while showing promise of efficacy in a Phase II trial in advanced soft tissue sarcoma. Aldoxorubicin also proved the premise of LADR-based drugs that targeting chemotoxins via the LADR backbone allows for several-fold higher dosing of chemotherapeutic drugs."

Dr. Snowdy continued, "We congratulate ImmunityBio on their recent successes with their immunity-based products and certainly understand their going-forward focus on those modalities. Over the coming months, we will be reviewing the pre-clinical and clinical data for aldoxorubicin and plotting a path forward for its continued clinical development. Meanwhile, we continue to march LADR-7 towards the clinic and remain on track for filing an IND application for LADR-7 in the third or fourth quarter of 2024."

Entry into a Material Definitive Agreement

On June 3, 2024, Royalty Pharma plc (the "Issuer") reported to have entered into an underwriting agreement (the "Underwriting Agreement"), by and among the Issuer, Royalty Pharma Holdings Ltd (the "Guarantor"), RP Management, LLC (the "Manager") and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and TD Securities (USA) LLC, as representatives of the several underwriters listed on Schedule I thereto (the "Underwriters"), pursuant to which the Issuer has agreed to issue and sell to the Underwriters $500 million aggregate principal amount of its 5.150% Senior Notes due 2029, $500 million aggregate principal amount of its 5.400% Senior Notes due 2034 and $500 million aggregate principal amount of its 5.900% Senior Notes due 2059 (collectively, the "Notes") in a registered public offering pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-279905) (Filing, 8-K, Royalty Pharma , JUN 3, 2024, View Source [SID1234644140]). The Notes will be guaranteed on a senior unsecured basis by Royalty Pharma Holdings Ltd. The offering is expected to close on June 10, 2024, subject to the satisfaction of customary closing conditions. The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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BlueSphere Bio Announces IND Clearance of its First in Human Candidate and New Cell Therapy Portfolio for High-Risk Leukemia Patients

On June 3, 2024 BlueSphere Bio, a drug development company focused on the discovery of novel T-Cell receptor (TCR) based therapies, reported that the Food and Drug Administration (FDA) has cleared BlueSphere’s Investigational New Drug application (IND) for a Phase 1/2a trial (TCX-101) of its first-in-human (BSB-1001) product candidate for patients with relapsed or refractory acute myeloid leukemia (AML), acute lymphocytic leukemia (ALL) and myeloid dysplastic syndrome (MDS), in conjunction with allogeneic hematopoietic stem cell transplantation (alloHSCT) (Press release, BlueSphere Bio, JUN 3, 2024, View Source [SID1234644080]). The Company anticipates enrolling the first patient in this multi-center, open-label study in 4Q2024. Notably, because of the unique product and trial design, the TCX-101 trial will enroll patients with active morphologic disease or cytogenetic features placing them at high risk of relapse. Additionally, patients will receive simultaneous administration of BSB-1001 with alloHSCT to optimally target residual leukemia, without the use of immunosuppressive drugs.

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BSB-1001 targets HA-1, a blood-restricted minor histocompatibility antigen (miHA) and is the first TCR-T cell therapy candidate generated using the Company’s TCXpress platform. TCXpress is an integrated, high-throughput TCR identification and screening platform that enables efficient TCR discovery with a competitive timeline. While BlueSphere is also developing assets for solid tumors and non-oncology indications, it has chosen to prioritize its high-risk leukemia programs in the clinic.

Simultaneously, BlueSphere also announced three additional blood-restricted miHA TCR product candidates that are ready for clinical development – all discovered utilizing the TCXpress platform. Together, these four TCR T-cell therapy candidates comprising the TCX-101 program positions the Company’s miHA portfolio with best-in-class HLA coverage in these hematologic indications.

"We are eager to begin treating patients in our TCX-101 trial," said Keir Loiacono, Esq., Chief Executive Officer of BlueSphere. "Our team is focused on accelerated identification, development and translation of novel products to the clinic. While alloHSCT provides a chance of a cure for patients, a large fraction of patients will still relapse or do not have it as an option because of active leukemia. Deploying a TCR-based approach to blood restricted antigens – like miHAs combined with alloHSCT – could provide new options for these patients. We believe that BlueSphere’s unique approach to product and trial design will, among other things, enable us to treat patients who previously were unable to receive alloHSCT because of the presence of active leukemia."

To further expand the reach of our TCR-based portfolio, BlueSphere has broadened its pipeline to address an additional subset of AML patients having mutated NPM1. Utilizing TCXpress, the Company identified and subsequently nominated a single lead TCR reactive against mutant NPM-1 for the TCX-102 program. As a testament to the power of our TCXpress platform and ability to accelerate translation to the clinic, the Company screened close to 700 million T cells and was able to select three (3) lead candidates in under six months, ultimately nominating a single TCR for clinical development. IND enabling work is underway with an IND filing anticipated in 2Q2025. The TCX-102 trial will be an autologous program and will not be given in combination with alloHSCT.

"The NPM1 mutation is a founder mutation present in approximately 30% of AML patients and is present throughout the duration of the disease, making it an ideal target for TCR-based therapy," said Erkut Bahceci, MD, Chief Medical Officer of BlueSphere. "The advancement of the TCX-102 program in patients with mutant NPM1 demonstrates our commitment to this disease space and underscores the power of our TCR discovery platform to discover rare and potent TCR candidates."