- Up to $300 million non-dilutive capital exchanged for royalty
payments on future ImmunityBio immunotherapy product revenue with
up to a $20 million equity investment
- Royalty financing includes $200 million funded at closing, and
$100 million to be funded contingent upon FDA approval of the
Company’s BLA for Anktiva® in combination with BCG for NMIBC with
PDUFA date of April 23, 2024
- Equity investment includes $10 million funded at closing and a
five-year option to purchase up to an additional $10 million
- Aggregate of $850 million capital raised in 2023, with $320
million from institutional investors and $530 million from
founder
ImmunityBio, Inc. (NASDAQ: IBRX), a clinical-stage immunotherapy
company (“ImmunityBio” or the “Company”), today announced an up to
$320 million royalty financing and equity investment in the Company
by Oberland Capital, with $210 million of gross proceeds received
at closing on December 29, 2023. The additional capital provides
significant financial resources for the Company to accelerate its
commercialization efforts in anticipation of a potential regulatory
approval, as well as to expand its pipeline within the broader
urological cancer space. The proceeds will also be used to fund
ongoing business operations and clinical trials expanding N-803
(Anktiva®) indications into multiple solid tumors.
ImmunityBio’s commercialization efforts are in anticipation of
potential U.S. Food and Drug Administration (“FDA”) approval of
Anktiva in combination with Bacillus Calmette-Guérin (“BCG”) for
the treatment of patients with BCG-unresponsive non-muscle invasive
bladder cancer (“NMIBC”) with carcinoma in situ (CIS) with or
without Ta or T1 disease. The Company announced on October 23, 2023
that it had resubmitted its Biologics License Application (“BLA”)
to the FDA, and announced on October 26, 2023 that the FDA had set
a user fee goal date (PDUFA date) for the BLA resubmission of April
23, 2024. The Company’s pipeline is based on broad immunotherapy
and cell therapy platforms that are designed to attack cancer and
infectious pathogens by activating both the innate and adaptive
branches of the immune system in an orchestrated manner.
“This transaction raises significant capital for the Company to
support important growth plans, yet with limited equity dilution
and with a cap on total payments tied to the initial investment,”
said Richard Adcock, Chief Executive Officer and President of
ImmunityBio. “Besides providing a capital source at a key
inflection point for ImmunityBio, this investment demonstrates
strong confidence by Oberland Capital in our future, and in
particular in the potential value of Anktiva in bladder cancer, as
well as the direction of our clinical pipeline.”
“We are excited to partner with ImmunityBio on the potential
launch of Anktiva in the treatment of bladder cancer,” said Andrew
Rubinstein, Managing Partner at Oberland Capital. “This investment
aligns with our strategy of investing in near-commercial stage
biopharmaceutical companies with highly differentiated products and
deep clinical pipelines.”
The investment from Oberland Capital takes the form of a $300
million Revenue Interest Purchase Agreement (“RIPA”) that is
non-dilutive to current investors, of which $200 million was funded
at closing, and $100 million is to be funded contingent upon FDA
approval of the Company’s BLA for Anktiva in combination with BCG
for NMIBC, and subject to other terms and conditions as set forth
in the RIPA. Under the terms of the RIPA, Oberland Capital will
have a right to receive initially tiered single-digit royalty
payments on net sales of the Company’s products, which are capped
at a multiple of their investment. In addition, the Company has
entered into a purchase agreement with Oberland Capital for the
private placement of 2,432,894 shares issued at closing,
representing $10 million of gross proceeds based on the trailing
30-trading days VWAP. Oberland Capital has also an option to
purchase an additional $10 million of common stock at a future
date.
In connection with the RIPA, the Company and Nant Capital
entered into amendments to extend the maturity dates of certain
existing promissory notes with an aggregate principal amount of
approximately $505 million from December 31, 2024 to December 31,
2025, and to allow Nant Capital to convert up to an aggregate of
$380 million of principal, plus accrued and unpaid interest, into
shares of common stock at a price per share equal to a 75% premium
to the closing market price on January 3, 2024. Nant Capital and
the RIPA Purchaser Agent also concurrently entered into a
Subordination Agreement, pursuant to which the Notes were
subordinated to the Company’s obligations to the Purchasers under
the RIPA.
Jefferies LLC acted as exclusive financial advisor to the
Company on the transaction.
About ImmunityBio
ImmunityBio is a vertically-integrated, clinical-stage
biotechnology company developing next-generation therapies and
vaccines that bolster the natural immune system to defeat cancers
and infectious diseases. The Company’s range of immunotherapy and
cell therapy platforms, alone and together, act to drive and
sustain an immune response with the goal of creating durable and
safe protection against disease. ImmunityBio is applying its
science and platforms to treating cancers, including the
development of potential cancer vaccines, as well as developing
immunotherapies and cell therapies that ImmunityBio believes
sharply reduce or eliminates the need for standard high-dose
chemotherapy. These platforms and their associated product
candidates are designed to be more effective, accessible, and
easily administered than current standards of care in oncology and
infectious diseases.
N-803 is investigational. Safety and efficacy have not been
established by any Health Authority or Agency, including the
FDA.
For more information, please visit
https://ir.immunitybio.com
About Oberland Capital
Oberland Capital is a private investment firm formed in 2013
with assets under management of approximately $3.5 billion, focused
exclusively on investing in the global healthcare industry and
specializing in flexible investment structures customized to meet
the specific needs of its transaction partners. Oberland Capital’s
broad suite of financing solutions includes monetization of royalty
streams, acquisition of future product revenues, creation of
project-based financing structures, and investments in traditional
debt and equity. With a combination of deep industry knowledge and
extensive structured finance experience, the Oberland Capital team
has a history of creating value for its transaction partners.
For more information, please visit www.oberlandcapital.com or
contact Johnna Schifilliti at (212) 257-5850.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, such as statements regarding the financing transactions
described herein and use of proceeds to be received from such
financing, the ultimate amount of proceeds expected to be received,
the regulatory review process and timing thereof, ImmunityBio’s
commercialization strategy for N-803, and ImmunityBio’s pipeline
and development of therapeutics for cancers and infectious
diseases, among others. While ImmunityBio believes the BLA
resubmission addresses the issues identified in the FDA’s complete
response letter, there is no guarantee that the FDA will ultimately
agree that such issues have been successfully addressed and
resolved. Statements in this press release that are not statements
of historical fact are considered forward-looking statements, which
are usually identified by the use of words such as “anticipates,”
“believes,” “continues,” “goal,” “could,” “estimates,” “scheduled,”
“expects,” “intends,” “may,” “plans,” “potential,” “predicts,”
“indicate,” “projects,” “seeks,” “should,” “will,” “strategy,” and
variations of such words or similar expressions. Statements of past
performance, efforts, or results of our preclinical and clinical
trials, about which inferences or assumptions may be made, can also
be forward-looking statements and are not indicative of future
performance or results. Forward-looking statements are neither
forecasts, promises nor guarantees, and are based on the current
beliefs of ImmunityBio’s management as well as assumptions made by
and information currently available to ImmunityBio. Such
information may be limited or incomplete, and ImmunityBio’s
statements should not be read to indicate that it has conducted a
thorough inquiry into, or review of, all potentially available
relevant information. Such statements reflect the current views of
ImmunityBio with respect to future events and are subject to known
and unknown risks, including business, regulatory, economic and
competitive risks, uncertainties, contingencies and assumptions
about ImmunityBio, including, without limitation, (i) the risks and
uncertainties associated with the regulatory review process, (ii)
whether or not the FDA will ultimately determine that the BLA
resubmission and related actions successfully addresses and
resolves the issues identified in the FDA’s complete response
letter, (iii) uncertainties regarding the timeline of FDA review of
the resubmitted BLA, (iv) any inability to successfully work with
the FDA to find a satisfactory solution to address any concerns in
a timely manner or at all during the review process for the BLA,
including any inability to provide the FDA with data, analysis or
other information sufficient to support an approval of the BLA, (v)
the ability of ImmunityBio and its third party contract
manufacturing organizations to adequately address the issues raised
in the CRL, (vi) any potential facility re-inspections that may be
required regarding ImmunityBio’s third party contract manufacturing
organizations or otherwise and results therefrom, (vii) whether the
FDA accepts the data and results as included in the BLA
resubmission at levels consistent with the published results, or at
all, (viii) whether the FDA approval milestone necessary to achieve
the second payment of $100 million in connection with the financing
transaction described herein will be achieved, (ix) ImmunityBio’s
ability to comply with the terms, conditions, covenants,
restrictions and obligations set forth in the revenue interest
purchase agreement and related transaction documents, (x) the
ability of ImmunityBio to continue its planned preclinical and
clinical development of its development programs through itself
and/or its investigators, and the timing and success of any such
continued preclinical and clinical development and planned
regulatory submissions, (xi) ImmunityBio’s ability to retain and
hire key personnel, (xii) ImmunityBio’s ability to obtain
additional financing to fund its operations and complete the
development and commercialization of its various product
candidates, (xiii) ImmunityBio’s ability to successfully
commercialize its product candidates and uncertainties around
regulatory reviews and approvals, (xiv) ImmunityBio’s ability to
scale its manufacturing and commercial supply operations for its
product candidates and future approved products, and (xv)
ImmunityBio’s ability to obtain, maintain, protect and enforce
patent protection and other proprietary rights for its product
candidates and technologies. More details about these and other
risks that may impact ImmunityBio’s business are described under
the heading “Risk Factors” in the Company’s Form 10-K filed with
the U.S. Securities and Exchange Commission (“SEC”) on March 1,
2023 and the Company’s Form 10-Q filed with the SEC on November 9,
2023, and in subsequent filings made by ImmunityBio with the SEC,
which are available on the SEC’s website at www.sec.gov.
ImmunityBio cautions you not to place undue reliance on any
forward-looking statements, which speak only as of the date hereof.
ImmunityBio does not undertake any duty to update any
forward-looking statement or other information in this press
release, except to the extent required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240102781220/en/
Investors Hemanth Ramaprakash, PhD, MBA
ImmunityBio, Inc. +1 858-746-9289
Hemanth.Ramaprakash@ImmunityBio.com
Media Greg Tenor Salutem +1 717-919-6794
Gregory.Tenor@Salutem.com
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