Oncternal Therapeutics Completes Reverse Merger with GTx, Inc.
June 10 2019 - 8:00AM
Oncternal Therapeutics, Inc., (Nasdaq: ONCT) a clinical-stage
biotechnology company developing potential first-in-class product
candidates for cancers with critical unmet medical need, today
announced that the reverse merger with GTx, Inc., closed on June 7,
2019. The combined company will operate under the name Oncternal
Therapeutics, Inc., and its shares will commence trading on the
Nasdaq stock exchange on June 10, 2019, under the ticker symbol
“ONCT.”
“We believe that the closing of the merger signifies a
transformative event that will provide Oncternal with the
opportunity to achieve its next level of corporate growth as we
continue to advance our promising oncology drug candidates through
development,” said James Breitmeyer, M.D., Ph.D., Oncternal’s
President and CEO. “We recently presented updated interim data from
an ongoing clinical study of our investigational monoclonal
antibody, cirmtuzumab, at the American Society of Clinical Oncology
(ASCO) Annual Meeting, and we look forward to achieving a number of
exciting milestones in our development programs in the future.”
Pursuant to the merger, all of Oncternal’s outstanding shares of
common stock and securities convertible into or exercisable for
Oncternal’s common stock were converted into GTx common stock and
securities convertible into or exercisable for GTx common stock.
Immediately following the completion of the merger, the former
stockholders of Oncternal held approximately 77.5% of the
outstanding shares of common stock of the combined company. In
addition to retaining an ownership interest representing
approximately 22.5% of the outstanding shares of common stock of
the combined company, the GTx stockholders of record as of
immediately prior to the effective time of the merger received
contingent value rights (CVR) entitling the holders to receive, in
the aggregate, 75% of any net proceeds derived from the grant, sale
or transfer of rights to GTx’s selective androgen receptor degrader
(SARD) and selective androgen receptor modulator (SARM) technology
during the term of the CVR and, if applicable, to receive royalties
on the sale of any SARD products by the combined company during the
term of the CVR.
Oncternal’s development pipeline consists of the following
programs:
- Oncternal’s lead program, cirmtuzumab, is an investigational,
potential first-in-class anti-receptor tyrosine kinase-like orphan
receptor 1 (ROR1) monoclonal antibody. Cirmtuzumab is currently in
a Phase 1/ 2 clinical trial in combination with ibrutinib for the
treatment of chronic lymphocytic leukemia (CLL) and mantle cell
lymphoma (MCL). Last week, the company presented interim data from
the study at the ASCO 2019 Annual Meeting. In addition, an
investigator-initiated Phase 1 clinical trial of cirmtuzumab in
combination with paclitaxel for women with metastatic breast cancer
is being conducted at the University of California San Diego (UC
San Diego) School of Medicine. The California Institute for
Regenerative Medicine (CIRM) has provided funding to support the
cirmtuzumab development program.
- TK216, an investigational, potential first-in-class small
molecule designed to inhibit the biological activity of E26
transformation-specific (ETS) oncoproteins, is being evaluated
alone and in combination with vincristine in a Phase 1 clinical
trial in patients with relapsed or refractory Ewing sarcoma, a rare
pediatric cancer. Oncternal is also planning a Phase 1
clinical trial in patients with relapsed acute myeloid leukemia
(AML).
- A ROR1 targeted chimeric antigen receptor T-cell (CAR-T)
program is in preclinical development in collaboration with UC
San Diego for hematologic cancers and solid tumors.
About Oncternal Therapeutics Oncternal
Therapeutics is a clinical-stage biopharmaceutical company focused
on developing a diverse pipeline of product candidates for the
treatment of cancers with critical unmet medical need. Oncternal
focuses drug development on promising yet untapped biological
pathways implicated in cancer progression. The pipeline
includes cirmtuzumab, a monoclonal antibody designed to
inhibit the ROR1 receptor that is being evaluated in a Phase 1/2
clinical trial in combination with ibrutinib for the treatment of
CLL and MCL, and TK-216, a small-molecule compound that is
designed to inhibit ETS-family oncoproteins, which is being
evaluated in a Phase 1 clinical trial alone and in combination with
vincristine as a treatment for Ewing sarcoma, a rare pediatric
cancer. In addition, Oncternal has a CAR-T product candidate
that targets ROR1, which is currently in preclinical development as
a potential treatment for hematologic cancers and solid tumors.
More information is available at www.oncternal.com.
Forward-Looking Information Oncternal
cautions you that statements included in this press release that
are not a description of historical facts are forward-looking
statements. In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “should,” “expect,”
“plan,” “anticipate,” “could,” “intend,” “target,” “project,”
“contemplates,” “believes,” “estimates,” “predicts,” “potential” or
“continue” or the negatives of these terms or other similar
expressions. These statements are based on the Company’s current
beliefs and expectations. Forward looking statements include
statements regarding Oncternal’s beliefs, goals, intentions and
expectations, and include statements regarding its belief that the
transaction between GTx and Oncternal will provide the combined
company with the opportunity to achieve its next level of corporate
growth; the ability of the combined company to continue to advance
its product candidates through the development process and achieve
potential clinical development milestones in the future; the
potential for any payments to former GTx, Inc. securityholders
under the CVR; the potential for cirmtuzumab or TK216 drug
candidates to be first-in-class, if approved; and other statements
that are not historical fact. Actual results and the timing of
events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and
uncertainties, which include, without limitation: risks related to
Oncternal’s ability to obtain sufficient additional capital to
continue to advance the company’s product candidates and
preclinical programs; unexpected costs, charges or expenses that
may result from the transaction; risks associated with potential
changes to business relationships that may result from the
announcement or completion of the transaction; uncertainties
associated with the clinical development and regulatory approval of
Oncternal’s product candidates, including potential delays in the
commencement, enrollment and completion of clinical trials; the
risk that interim results of clinical trials do not necessarily
predict final results and that one or more of the clinical outcomes
may materially change as patient enrollment continues, following
more comprehensive reviews of the data, and as more patient data
become available; the risk that unforeseen adverse reactions or
side effects may occur in the course of developing and testing
product candidates; risks associated with the failure to realize
any value from product candidates and preclinical programs being
developed and anticipated to be developed in light of inherent
risks and difficulties involved in successfully bringing product
candidates to market; and risks associated with the possible
failure to realize certain anticipated benefits of the transaction,
including with respect to future financial and operating results.
All forward-looking statements in this press release are current
only as of the date hereof and, except as required by applicable
law, Oncternal undertakes no obligation to revise or update any
forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events
or otherwise. All forward-looking statements are qualified in their
entirety by this cautionary statement. This caution is made under
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995.
Oncternal Contacts:
Investors
Richard Vincent
858-434-1113
rvincent@oncternal.com
Media
Jason Spark
619-849-6005
jason@canalecomm.com
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