CAMBRIDGE, Mass. and
PHILADELPHIA, July 6, 2020 /PRNewswire/ -- Unum Therapeutics
Inc. ("Unum") (NASDAQ: UMRX), a biopharmaceutical company
focused on developing therapies for solid tumors, today announced
it has completed the acquisition of Kiq LLC ("Kiq"), a privately
held, biotechnology company focused on the discovery and
development of precision kinase inhibitors. Concurrent with the
acquisition of Kiq, Unum entered into a definitive agreement for
the sale of Series A non-voting convertible Preferred Stock (the
"Series A Preferred Stock") in a private placement to a group of
institutional accredited investors led by Fairmount Funds
Management LLC ("Fairmount Funds"), with participation from Venrock
Healthcare Capital Partners, BVF Partners L.P., Atlas Venture,
Acorn Bioventures, Perceptive Advisor's LLC, RTW Investments,
OrbiMed, Samsara BioCapital, Logos Capital, Ally Bridge Group and
Commodore Capital, as well as additional undisclosed institutional
investors. The private placement is expected to result in gross
proceeds to Unum of approximately $104.4
million before deducting placement agent and other offering
expenses. The proceeds from the private placement will be used to
advance clinical testing of PLX9486, a highly potent and selective
KIT D816V inhibitor, in multiple indications and provide runway
beyond 2022.
PLX9486 will be studied as a monotherapy in patients with
Advanced Systemic Mastocytosis (ASM) and Indolent Systemic
Mastocytosis (ISM), with the goal of demonstrating a best-in-class
clinical profile. The therapy has demonstrated promising clinical
activity in a Phase 1/2 trial in patients with Gastrointestinal
Stromal Tumors (GIST). In a cohort of eighteen 2L+ GIST patients
dosed with PLX9486 in combination with sunitinib, median
progression free survival (PFS) was eleven months. Additional
details from this study are planned for presentation at an upcoming
medical meeting.
Worldwide rights to develop and commercialize PLX9486 were
exclusively licensed by Kiq from Plexxikon Inc., a member of the
Daiichi Sankyo Group. Under the terms of the agreement, Plexxikon
received an upfront payment, and is eligible for additional
developmental milestones and mid- to high- single-digit royalty
payments.
"Unum has explored a range of strategic alternatives through an
orderly process to maximize shareholder value, and we believe this
acquisition represents the highest-potential value creation
opportunity for Unum stockholders. We are excited by Kiq's lead
clinical program and the potential to build a pipeline of novel
kinase inhibitors while continuing to explore strategic
opportunities for our cell-based therapy programs," said
Chuck Wilson, PhD, President and CEO
of Unum. "As the science develops, we will continue to drive
forward our mission of developing novel, best-in-class therapeutics
for patients with the greatest need, and we thank our Board
members, past and present, along with our investors for their
support and commitment."
Management and Organization
Unum management continues to be comprised of a highly
experienced team, including Chuck
Wilson, PhD, President and Chief Executive Officer,
Jessica Sachs, MD, Chief Medical
Officer, and John Green, Chief
Financial Officer.
In conjunction with the transaction, Unum Board members will include Chris Cain, Director of Research, Fairmount
Funds; Karen Ferrante, MD, Medical
Oncologist and former biotech executive; Peter Harwin, Managing Member, Fairmount Funds;
Arlene Morris, CEO, Willow Advisors; Matthew
Ros, Chief Strategy and Business Officer, Epizyme; and
Chuck Wilson, PhD, President and
CEO, Unum Therapeutics.
"We are excited to successfully complete our review of strategic
options at Unum and are pleased to announce the acquisition of
Kiq," said Bruce Booth, DPhil,
former Unum board chairman and partner at Atlas Venture. "As Unum's
largest shareholder, Atlas will continue to invest in the company
alongside a strong set of new investors, and we look forward to
supporting the clinical progress of PLX9486 as a potential new
treatment option for patients."
"With PLX9486 as a cornerstone, we believe we can build a
pipeline of potentially best-in-class, precision tyrosine kinase
inhibitors and attract the next generation of kinase discovery
expertise," said Peter Harwin,
Managing Member, Fairmount Funds. "We look forward to working with
Unum to continue its mission of developing best-in-class
therapeutics for patients with unmet medical needs."
About the Transactions
The acquisition of Kiq was structured as a stock-for-stock
transaction whereby all of Kiq's outstanding equity interests were
exchanged for a combination of shares of Unum common stock and
shares Series A preferred stock. Concurrently with the
acquisition of Kiq, Unum entered into definitive agreements for a
PIPE investment with existing and new investors to raise
$104.4 million in which the investors
will be issued shares of Series A Preferred Stock at a price of
$880 per share (or, $0.88 per share on an as-converted-to-common
basis). The PIPE offering is expected to close on July 9, 2020. Subject to stockholder approval,
each share of Series A Preferred Stock will, at the option of the
holder, convert into 1,000 shares of common stock, subject to
certain beneficial ownership limitations set by each holder. On a
pro forma basis and based upon the number of shares of Unum common
stock and preferred stock issued in the acquisition and the
concurrent financing, Unum equity holders immediately prior to the
acquisition will own approximately 16.2% of Unum on a fully-diluted
basis immediately after these transactions. The acquisition was
approved by the Board of Directors of Unum and the equity holders
of Kiq. The closing of the transactions was not subject to the
approval of Unum stockholders.
In connection with the transactions, a non-transferrable
contingent value right (a "CVR") will be distributed to Unum
stockholders of record as of the close of business on July 6, 2020, and prior to the issuance of any
shares to Kiq or the PIPE investors. Holders of the CVR will be
entitled to receive certain stock and/or cash payments from
proceeds received by Unum, if any, related to the disposition of
its legacy cell therapy assets for a period of three years
following the closing of the transaction. The CVR is expected to be
distributed to eligible stockholders approximately 30 days from the
closing of the Kiq acquisition.
Ladenburg Thalmann & Co. Inc. is serving as exclusive
financial advisor to Unum and Goodwin Procter LLP is serving as
legal counsel to Unum. Wedbush PacGrow is serving as exclusive
strategic advisor to Kiq, and Gibson, Dunn & Crutcher LLP is serving as
legal counsel to Kiq. Jefferies LLC is acting as lead placement
agents for the private placement. Latham & Watkins LLP is
serving as legal counsel to Jefferies LLC.
Additional details are available in an updated corporate
presentation that can be found online at www.unumrx.com.
Conference Call
Details
Unum will host a conference call on July
6, 2020, at 10:30 a.m. EDT to discuss the acquisition.
To access the call, please dial (866) 300-3411 (toll-free) or (636)
812-6658 (international) and provide the conference ID 5998637. To
access the conference call recording, please dial (855) 859-2056
(toll-free) or (404) 537-3406. The archived recording will remain
available for replay for 30 days. For more information on the
acquisition, please visit the investor section of Unum's website at
www.unumrx.com.
About Unum Therapeutics
Unum Therapeutics is a biopharmaceutical company focused on
developing a pipeline of novel therapies to treat cancer patients.
Unum's most advanced program, PLX9486, is a highly potent and
selective KIT D816V inhibitor that is being developed to treat
systemic mastocytosis and GIST patients. Unum's cell therapy
programs utilize proprietary BOXR technology to improve the
functionality of engineered T cells by incorporating a "bolt-on"
transgene to overcome resistance of the solid tumor
microenvironment to T cell attack. Unum is headquartered
in Cambridge, MA.
Follow Unum Therapeutics on social
media: @UnumRx and LinkedIn.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to, statements regarding: uses of
proceeds; projected cash runways; future product development plans;
stockholder approval of the conversion rights of the Series A
Preferred Stock; and any future payouts under the CVR. The use of
words such as, but not limited to, "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may,"
"might," "plan," "potential," "predict," "project," "should,"
"target," "will," or "would" and similar words expressions are
intended to identify forward-looking statements. Forward-looking
statements are neither historical facts nor assurances of future
performance. Instead, they are based on our current beliefs,
expectations and assumptions regarding the future of our business,
future plans and strategies, our clinical results and other future
conditions. New risks and uncertainties may emerge from time to
time, and it is not possible to predict all risks and
uncertainties. No representations or warranties (expressed or
implied) are made about the accuracy of any such forward-looking
statements. We may not actually achieve the forecasts disclosed in
our forward-looking statements, and you should not place undue
reliance on our forward-looking statements. Such
forward-looking statements are subject to a number of material
risks and uncertainties including but not limited to those set
forth under the caption "Risk Factors" in Unum's most recent Annual
Report on Form 10-K filed with the SEC, as well as discussions of
potential risks, uncertainties, and other important factors in our
subsequent filings with the SEC. Any forward-looking statement
speaks only as of the date on which it was made. Neither we, nor
our affiliates, advisors or representatives, undertake any
obligation to publicly update or revise any forward-looking
statement, whether as result of new information, future events or
otherwise, except as required by law. These forward-looking
statements should not be relied upon as representing our views as
of any date subsequent to the date hereof.
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