On July 23, 2024 BioVaxys Technology Corp. (CSE: BIOV) (FRA: 5LB) (OTCQB: BVAXF) ("BioVaxys" or the "Company") reported that it intends to complete a non-brokered private placement (the "Private Placement") consisting of up to 10,000,000 units ("Units") at a price of $0.05 per Unit for total gross proceeds of CAD $500,000, before deducting any offering-related expenses (Press release, BioVaxys Technology, JUL 23, 2024, View Source [SID1234645023]). Each Unit consists of one common share (a "Common Share") and one whole Common Share purchase warrant (a "Warrant"). Each Warrant is exercisable for one additional Common Share at an exercise price of $0.15 for a period of 24 months. Closing of the proposed financing is expected to occur on or before July 31st, 2024.

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Closing of the private placement is conditional upon finalizing all contractual documentation and receipt of all applicable regulatory approvals and the policies of the Canadian Securities Exchange ("CSE"). All securities issued pursuant to the Private Placement are subject to a statutory hold period of four months and one day from the date of issuance. Closing of the Private Placement is conditional upon a number of conditions, including finalizing all contractual documentation and receipt of all applicable regulatory approvals and the policies of the CSE.

The Company intends to use the net proceeds of the Private Placement for general working capital purposes including, enabling the Company to fund and advance its business plans in regard to its successful recent acquisition of the entire portfolio of discovery, preclinical and clinical development stage assets in oncology, infectious disease, antigen desensitization, and other immunological fields based on the DPX immune educating platform technology, developed by the former Canadian biotechnology company, IMV Inc., Immunovaccine Technologies Inc., which was purchased from IMV USA ("IMV") on February 16th, 2024..The Company may pay a finder’s fee related to the financing.

In addition, the Company announces that it intends to fully settle up to a maximum of CAD $733,600 in debt through the issuance of a maximum of 14,672,000 common shares issued at a deemed price of $0.05 per Common Share. The board of directors of the Company has determined that it is in the best interests of the Company to settle the outstanding debts by the issuance of Common Shares in order to preserve the Company’s cash for working capital. The debt settlement is expected to include the participation of certain related parties including, BioVaxys CEO and director, James Passin, BioVaxys COO and President Kenneth Kovan, BioVaxys directors Anthony Dutton and Craig Loverock and BioVaxys consultant Loverrock Consulting Corp., and as such it will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the shares for debt transaction with the forgoing related parties does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. Closing of the proposed financing is expected to occur by July 31, 2024.

All securities proposed to be issued in connection with the Debt Settlement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Closing of the Debt Settlement is conditional upon a number of conditions, including finalizing all contractual documentation and receipt of all applicable regulatory approvals and the policies of the CSE.

On July 23, 2024 Telix Pharmaceuticals Limited (ASX: TLX) (Telix, the Company, the Issuer) reported an offering of A$600 million of convertible notes due 2029 (the Offering) (Press release, Telix Pharmaceuticals, JUL 23, 2024, View Source [SID1234645022]). The convertible notes, also referred to as "convertible bonds" (Convertible Bonds), are convertible into fully paid ordinary shares in Telix (Ordinary Shares).

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Managing Director and Group CEO Dr. Christian Behrenbruch said: "Telix’s strong commercial performance and cash-generative business have enabled us to successfully execute on an organic and inorganic growth strategy, including funding the development of our clinical pipeline. The announced Offering will provide additional financial flexibility to execute on our strategic priorities and capitalise on future opportunities in the rapidly growing radiopharmaceuticals market."

The Convertible Bonds represent attractive, low-cost financing to Telix and are non-dilutive until any potential future conversions occur. The initial conversion price will be at a premium to Telix’s current share price.

The net proceeds, after transaction costs, are intended to provide funding to bring forward proposed investment in order to accelerate key clinical development programs across the Company’s theranostic portfolio. This includes label-expansion studies to broaden the market opportunity across Telix’s portfolio of diagnostic imaging agents and funding the pivotal trials for kidney and brain cancer therapy programs.

In addition, the funding will provide financial flexibility for Telix to explore opportunities and potentially pursue strategically significant M&A transactions and continued investment in global supply chain and manufacturing capabilities.

Convertible Bonds Offering

It is intended that the Convertible Bonds will be listed on the Official List of Singapore Exchange Securities Trading Limited (SGX-ST)
The Offering is being marketed to eligible investors with the final terms of the Convertible Bonds to be determined via a bookbuild process expected to be completed prior to market open on Wednesday, 24 July 2024
Concurrent with the Offering, a delta placement of Ordinary Shares will be executed to facilitate hedging activity by investors in relation to the Convertible Bonds. The clearing price per Ordinary Share under the delta placement will be used as the reference share price for the Convertible Bonds
More details on the key terms of the Convertible Bonds are provided in the table below
The Offering is subject to change and to completion of pricing and settlement. Telix will provide further updates as required.

Adviser

J.P. Morgan Securities plc is Sole Manager (Manager) on the Offering.

Key terms of the Convertible Bonds

Issuer

Telix Pharmaceuticals Limited

Expected Issue Size

A$600 million

Ranking

Direct, unconditional, unsubordinated and unsecured obligations of the Issuer

Maturity Date

On or about 30 July 2029 (5 years)

Investor Put Option

At the end of year 3 (one time only)

Coupon / Yield

2.00 – 2.75% p.a.

Conversion Premium

30 – 35% above the Reference Share Price

Reference Share Price

The clearing price of the Delta Placement – see below

Delta Placement

The Manager will run a bookbuilding process to facilitate some or all of the hedging activity that may be executed by investors in the Convertible Bonds

The clearing price of the Delta Placement will be used as the Reference Share Price to determine the Initial Conversion Price of the Convertible Bonds

The manner of conducting the Delta Placement will be determined by the Manager in consultation with the Issuer

Conversion Price Adjustment

Standard anti-dilutive adjustments including Conversion Price adjustment for all dividends paid by Telix

Listing

SGX-ST

Selling Restrictions

Reg S (Cat 1) only

On July 23, 2024 Third Arc Bio Inc., a biotech company developing multifunctional antibodies that are optimized for best-in-class T cell engagement across solid tumors and inflammatory & immunology (I&I) disease, reported a $165 million oversubscribed Series A financing that will advance the company through clinical studies to address significant unmet needs in oncology and autoimmunity (Press release, Third Arc Bio, JUL 23, 2024, View Source;immunology-ii-diseases-302201952.html [SID1234645021]).

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The company was launched in 2022 with seed financing from Omega Funds and has since advanced multiple programs that will enter the clinic starting in early 2025. The Series A investor syndicate was led by Vida Ventures and co-led by Cormorant Asset Management and Hillhouse Investment. Omega Funds continued their strong support of the company in the Series A and additional investors include Goldman Sachs Alternatives, BVF Partners LP, funds and accounts advised by T. Rowe Price Associates, Inc., Janus Henderson Investors, funds managed by abrdn Inc., Marshall Wace, Foresite Capital, Logos Capital, Freepoint Capital Group, and AbbVie Ventures.

"With a powerful discovery engine and a stellar development team, the company is well-positioned to deliver best-in-class therapies and regimens," said Peter Lebowitz, MD, PhD, Chief Executive Officer (CEO) of Third Arc Bio. "We are grateful for the strong support from Omega Funds and our investor syndicate, who believe in the value of our precise and targeted approach to modulating the immune response with advanced biologics."

"Less than three years ago, we decided to help realize the scientific vision of Third Arc Bio’s founding team by pairing the latest innovation in antibody development with the pursuit of high impact targets in oncology and autoimmunity," said Francesco Draetta, Managing Partner of Omega Funds. "We are delighted to have played a role in the company’s rapid growth since its inception. This latest oversubscribed financing reflects the hard work and progress of the talented Third Arc team and the broad interest in their approach. We are very excited to see the potential impact that these drugs could have for patients."

"The Third Arc Bio team has an outstanding track record of developing impactful medicines, including multiple approved drugs that have redefined standard-of-care in oncology and I&I," said Arjun Goyal, MD, Co-Founder and Managing Director of Vida Ventures. "We are tremendously excited to lead this round alongside a high-caliber syndicate of life science and strategic investors at a pivotal time for the company’s growth. With Third Arc’s leading portfolio of best-in-class biologics, multiple INDs planned for 2025, and an extraordinary team of drug developers, the company is poised to create bold new treatments leveraging T cell biology for patients globally."

Third Arc Bio’s accomplished leadership team has collectively brought 19 drugs from discovery and development to commercialization:

Peter F. Lebowitz, MD, PhD joined Third Arc Bio as CEO in January of 2024. Peter is a renowned industry leader with extensive drug development experience, including from his prior role as Global Head of Oncology R&D for Johnson & Johnson. Under Peter’s leadership, J&J Oncology achieved 13 major new drug approvals with first and best-in-class medicines. The innovative approach to drug development was reflected in 13 FDA Breakthrough Therapy Designations and 38 New England Journal Publications. Prior to J&J, Peter also served in multiple leadership roles at GSK including as Vice President, Global Head of Oncology Early Clinical Development and Vice President, Medical Development Leader in Late Development at GlaxoSmithKline where he successfully filed 10 Investigational New Drug applications and played a crucial role in the global registration of two oncology medicines.
Sanjaya Singh, PhD is the founder and Chief Scientific Officer of Third Arc Bio. He is a leading expert in biotherapeutics with more than 25 years of experience. Sanjaya is a co-inventor of multiple immunology and immuno-oncology compounds, including Risankizumab (Skyrizi). Sanjaya’s industry experience includes Global Head of Janssen Biotherapeutics, Johnson & Johnson, Boehringer Ingelheim, Biotherapeutics Discovery and Tanox, Inc. (acquired by Genentech). Sanjaya is co-founder and Scientific Advisory Board member of Aliada Therapeutics.
Joe Erhardt, PhD is the Chief Operating Officer of Third Arc Bio and is a highly experienced drug developer, having served for over 20 years in roles from early discovery through late clinical development. In his prior roles, including his most recent role as Vice President, Global Head of Oncology Discovery and External Innovation at Johnson & Johnson, Joe has had operational oversight of expansive portfolios as well as licensing and collaboration for oncology discovery and early development. Joe has delivered a significant number of internal and external candidates in discovery and clinical pipelines across a range of modalities including T cell redirection, T cell costimulation, antibody drug conjugates (ADCs), and targeted radiotherapy.

On July 23, 2024 Pinetree Therapeutics, Inc. ("Pinetree" or the "Company"), a biotechnology company pioneering next generation targeted protein degraders (TPD) to combat drug resistance in oncology and beyond, reported it has entered into an exclusive option and global license agreement with AstraZeneca (LSE/STO/Nasdaq: AZN) for a preclinical EGFR degrader candidate (Press release, PineTree Therapeutics, JUL 23, 2024, View Source [SID1234645020]).

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Under the terms of the agreement, AstraZeneca will be granted an exclusive option to license Pinetree’s preclinical EGFR degrader for global development and commercialization. In exchange, Pinetree will receive upfront and near-term payments of up to $45 million and is eligible to receive additional development and commercial milestone payments for a total deal value of over $500 million, as well as tiered royalties on net sales worldwide.

"We are excited to announce this option and license agreement with AstraZeneca, a leading global biopharmaceutical company, to advance one of our novel receptor degrader programs into the clinic," said Dr. Hojuhn Song, Founder and CEO of Pinetree. "Pinetree’s pan-EGFR degrader was developed from AbReptor, our proprietary multispecific antibody platform and has demonstrated promising preclinical anti-tumor activity in drug- and TKI-resistant tumors as well as enhanced activity when used in combination with current EGFR inhibitors."

"Targeted protein degradation is a promising therapeutic modality. We are pleased to enter into this agreement with Pinetree, for an exclusive option to license its pan-EGFR degrader for investigation in EGFR expressing tumors, including those with EGFR mutations" said Puja Sapra, Senior Vice President, Oncology Targeted Discovery, Oncology R&D, AstraZeneca.

Pinetree is also advancing multiple preclinical candidates derived from its AbReptor TPD platform with potential in oncology and other therapeutics areas.

On July 23, 2024 Verastem Oncology, (Nasdaq: VSTM), a biopharmaceutical company committed to advancing new medicines for patients with cancer, reported the pricing of an underwritten public offering of 13,333,334 shares of its common stock and accompanying warrants to purchase up to 13,333,334 shares of its common stock at a combined offering price to the public of $3.00 per share and accompanying warrant (Press release, Verastem, JUL 23, 2024, View Source [SID1234645019]). In lieu of common stock to certain investors, Verastem Oncology offered pre-funded warrants to purchase up to an aggregate of 5,000,000 shares of its common stock and accompanying warrants to purchase up to 5,000,000 shares of its common stock at a combined offering price to the public of $2.999 per pre-funded warrant and accompanying warrant, which represents the per share public offering price for the common stock less the $0.001 per share exercise price for each such pre-funded warrant. The warrants have an exercise price of $3.50 per share, are exercisable immediately and will expire 18 months from the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering a duly executed exercise notice and by payment in full of the exercise price for the number of shares of common stock purchased upon such exercise. Cashless exercise of the warrants are limited to certain circumstances as defined within the warrant.

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The gross proceeds from the offering, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Verastem Oncology, are expected to be approximately $55.0 million. The offering is expected to close on July 25, 2024, subject to customary conditions. All of the securities to be sold in the offering are to be sold by Verastem Oncology.

Guggenheim Securities and Cantor are acting as joint book-running managers for the offering.

Verastem Oncology intends to use the net proceeds from the public offering to fund the potential launch of avutometinib and defactinib in LGSOC, continued clinical research and development of product candidates, and for working capital and other general corporate purposes, which may include capital expenditures, research and development expenditures, clinical trial expenditures, potential commercial launch expenditures, milestone payments under collaboration and in-license agreements, and possible acquisitions.

A shelf registration statement on Form S-3 relating to the public offering of the securities described above was declared effective by the Securities and Exchange Commission (SEC) on November 20, 2023. The offering is being made by means of a written prospectus and prospectus supplement that form a part of the registration statement. Before you invest, you should read the preliminary prospectus supplement relating to and describing the terms of the public offering, the accompanying base prospectus, and the related registration statement and other documents that Verastem Oncology has filed with the SEC for more complete information about Verastem Oncology and the offering. An electronic copy of the preliminary prospectus supplement and accompanying prospectus relating to the offering is free and can be found by visiting EDGAR on the SEC website at www.sec.gov. An electronic copy of the final prospectus supplement and accompanying prospectus relating to the offering will be available on the SEC website at www.sec.gov or may be obtained, when available, by contacting Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, NY 10017, or by telephone at (212) 518-9544, or by email at [email protected]; or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th floor, New York, New York 10022.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.