On August 7, 2023 Ikena Oncology, Inc. (Nasdaq: IKNA, "Ikena"), a targeted oncology company forging new territory in patient-directed cancer treatment, and Pionyr Immunotherapeutics, Inc. (Pionyr), a privately-held, clinical-stage biotechnology company, reported the closing of Ikena’s acquisition of Pionyr in an all-stock transaction (Press release, Ikena Oncology, AUG 7, 2023, View Source [SID1234633875]). Ikena acquired all of Pionyr’s assets, including approximately $43 million in net cash, in exchange for shares of IKNA stock, in a combination of common stock and non-voting convertible preferred stock priced at $7.15 per share.
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"Ikena has made incredible strides this year, and we are glad to welcome the Pionyr shareholders to the Ikena team as we head into a pivotal time for our targeted oncology programs," said Mark Manfredi, Ph.D., Chief Executive Officer of Ikena. "The capital from this acquisition allows us to accelerate and expand our clinical efforts in IK-930 and further support our comprehensive clinical plan for IK-595 as we continue to build value through both depth and breadth in our pipeline. We are looking forward to sharing more updates from across our business and pipeline, including initial clinical data from IK-930 later this year."
The transaction further strengthens Ikena’s financial position as the Company advances development of its targeted oncology programs. The new capital will enable Ikena to expand and accelerate its targeted oncology programs, including both IK-930, Ikena’s clinical program targeting the Hippo pathway with initial clinical data expected this year, and IK-595, a MEK-RAF complexing inhibitor expected to have an IND submitted this year. The new Ikena shareholders include New Enterprise Associates, SV Health Investors, Sofinnova Investments, Vida Ventures, and Gilead Sciences. Gilead Sciences acquired an equity stake in Pionyr through their 2020 option-to-acquire agreement.
"We have been highly rigorous and selective in our search for a buyer. Our attraction to Ikena was driven by not only the potential of their targeted oncology programs, but by their company culture and the way their team has managed capital and developed their pipeline," commented Steven P. James, Pionyr’s Chief Executive Officer. "On behalf of our investors, board of directors, and the Pionyr executive team, I want to thank and congratulate the entire Pionyr team for their efforts."
Further details on the transaction are described below.
Transaction and Approval
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The transaction was unanimously approved by the boards of directors from both companies and closed following signing of the definitive agreement
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Ikena’s acquisition of Pionyr was structured as a stock-for-stock transaction whereby all of Pionyr’s outstanding common stock was exchanged for a combination of Ikena common stock and non-voting convertible preferred stock
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Ikena acquired all of Pionyr’s assets, including cash, cash equivalents, and investments as well as all intellectual property and clinical and preclinical assets
Pionyr Programs
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Ikena plans to include Pionyr’s programs as part of Ikena’s partnering portfolio, and to pursue strategic business development opportunities, including out-licensing
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The transaction includes contingent value rights (CVRs) providing the legacy Pionyr shareholders with rights to 50% of the net proceeds, outside of royalties, for any potential monetization of the Pionyr programs within the next two years
Additional Details
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Pionyr shareholders were collectively issued approximately 1.8 million shares of Ikena common stock with the remainder of the shares issued as Ikena non-voting convertible preferred stock
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Pionyr’s valuation for the transaction was determined solely by net cash available at closing
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The transaction price of $7.15 per share represents a premium to both Ikena’s twenty-day volume-weighted average ending on the transaction date and its most recent underwritten public offering
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As a result of the transaction, the Pionyr shareholders collectively hold approximately 12% of Ikena’s outstanding shares
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Ikena’s management team and board of directors remain unchanged