Pasithea Therapeutics
Acquires Alpha-5 Integrin, LLC
- Alpha-5 is a potentially First-In-Class monoclonal antibody
for the Treatment of Amyotrophic Lateral Sclerosis (ALS) and other
neurological diseases -
- Expands pipeline across Pasithea's core therapeutic areas
to drive enhanced growth -
- Closing consideration of 3.26 million shares of Pasithea
common stock -
- Pasithea to hold a webcast on June 22 at 9 a.m. ET to
discuss the transaction -
Miami Beach, FL -- June 22, 2022 -- InvestorsHub NewsWire
-- Pasithea Therapeutics
Corp. (Nasdaq: KTTA) ("Pasithea" or the "Company"), today
announced its acquisition of Alpha-5 integrin, LLC ("Alpha-5"), a
privately-held preclinical-stage company developing a monoclonal
antibody (mAbs) for the treatment of amyotrophic lateral sclerosis
(ALS) and other neuroinflammatory disorders, such as Multiple
Sclerosis (MS).
Alpha-5's lead therapeutic candidate has a novel mechanism of
action with the potential to improve clinical outcomes in patients
with ALS, supported by post-mortem studies and with reproducible
significant improvement in behavior and survival in the SOD1 mice
model. The acquisition includes Alpha-5 proprietary antibodies with
novel IP and brings to Pasithea a group of seasoned scientists and
a state-of-the-art laboratory.
The Company
acquired all of the outstanding equity interests in Alpha-5 at an
enterprise value for $3.75 million, payable in 3.26 million shares
of Pasithea common stock, valued at $1.15 per share, a 11% premium
to the closing price on June 21, plus 1 million warrants. An entity
controlled by Paul B. Manning, Chairman and CEO of PBM Capital, a
healthcare-focused investment firm, was Alpha-5's majority owner
and, following the transaction, owns approximately 10% of Pasithea
common stock. Cassel Salpeter & Co acted as financial advisor
to the Company on this transaction.
"This agreement with Pasithea represents the culmination of
years of work by Alpha-5 researchers successfully leveraging their
deep scientific expertise in the integrin space. We believe
Pasithea to be well-positioned to apply its capabilities to move
this asset forward and make an impact on ALS disease for the
benefit of patients." said Paul B. Manning.
"Treatments for ALS are extremely limited. Only two drugs are
currently approved, with minimal impact on disease, and the
majority of patients progress to death within a few years of
symptom onset. The Alpha-5 acquisition is transformative for
Pasithea by adding a new drug with a novel mechanism of action to
our pipeline, while preserving our strong cash position. In
addition to the Alpha-5 development program, we also acquire a wet
lab and scientific team to develop our existing tolerizing vaccine
and complement program. Our plan is to file an Alpha-5
investigational new drug application (IND) with an orphan drug
designation by the end of 2023," stated Dr. Tiago Reis Marques, CEO
of Pasithea.
Stanford Professor Larry Steinman, Chair of the Board and
co-founder of Pasithea and a minority owner of Alpha-5 said,
"My work has been instrumental for the discovery of
natalizumab, an anti-alpha 4 integrin mAb. This was the first drug
developed in the class of selective adhesion molecule inhibitors
and a potent therapeutic for multiple sclerosis. We believe that
alpha-5 integrin antibody can also be transformative in the
treatment of other neurological disorders, such as ALS or Multiple
Sclerosis (MS). Post-mortem human studies and preclinical work
conducted so far support this therapeutic target and we are excited
to move it into clinical trials." Professor Steinman recused
himself from the vote to approve the transaction.
Transaction Details
At the closing of the transaction, the Company acquired all
of Alpha-5's issued and outstanding equity interests in exchange
for 3,260,870 shares of Pasithea common stock plus warrants to
acquire an additional 1,000,000 shares at an exercise price of
$1.88 per share for a period of five years. The number of shares
was calculated by dividing $3.75 million enterprise value by $1.15
per share of Pasithea Common Stock, a 11% premium to the closing
price on June 21. There are potential future earnouts based on net
sales. There will be no post-closing adjustments for cash and
working capital.
To further discuss the transaction, Pasithea´s management
will host a webcast as follows:
Date: June 22,
2022
Time: 9 a.m.
ET
URL: https://event.choruscall.com/mediaframe/webcast.html?webcastid=aph1RpCR
The webcast will be accessible on
the Investors section
of the website, www.ir.pasithea.com,
and will be archived for 90 days following the event.
About Pasithea Therapeutics
Corp.
Pasithea Therapeutics Corporation is a U.S. biotechnology
company focused on the research and discovery of new and effective
treatments for psychiatric and neurological disorders. With an
experienced team of experts in the fields of neuroscience and
psychopharmacology, Pasithea is developing new molecular entities
for the treatment of psychiatric and neurological disorders.
Pasithea is also focused on addressing the needs of patients
currently suffering with mental illness by providing access to IV
ketamine infusions both in clinics and in-home settings.
About Amyotrophic Lateral
Sclerosis
ALS is a progressive neurodegenerative disease that affects
nerve cells in the brain and spinal cord, causing loss of muscle
control. It most commonly affects people between the ages of 40 and
70, with an average age of 55 at the time of diagnosis. It affects
as many as 30,000 patients in the United States, with 5,000 new
cases diagnosed each year. The average life expectancy after
diagnosis is two to five years, but some patients may live for
years or even decades. While 5-10% of cases are hereditary
(familial ALS), the large majority of cases (90-95%) are not
hereditary (Sporadic ALS). The cause of ALS is not completely
understood and multiple complex factors may contribute to the death
of motor neurons. Currently there is no known cure or treatment
that halts or reverses the progression of ALS, and FDA only
approved 2 medications so far for the treatment of this disorder,
both shown to modestly slow the progression of ALS.
Forward Looking
Statements
This press release contains statements that constitute
"forward-looking statements." Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of the Company. While the Company believes these
forward-looking statements are reasonable, undue reliance should
not be placed on any such forward-looking statements, which are
based on information available to the Company on the date of this
release. These forward-looking statements are based upon current
estimates and assumptions and are subject to various risks and
uncertainties, including, without limitation, those set forth in
the Company's filings with the SEC. Thus, actual results could be
materially different. The Company undertakes no obligation to
update these statements whether as a result of new information,
future events or otherwise, after the date of this release, except
as required by law.
Pasithea Therapeutics Corp. Company
Contact
Dr. Tiago Reis Marques
Chief Executive Officer
E: tiago@pasithea.com
Pasithea Therapeutics Corp. Investor
Relations
Lisa M. Wilson
In-Site Communications, Inc.
T: 212-452-2793
E: lwilson@insitecony.com
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