ImmunoCellular Therapeutics Announces Asset Purchase Agreement with Private Biotechnology Company
-Assets Include Preclinical and Clinical Programs, Technology, Intellectual Property and Know-how-
-Completion of Sale Pending Certain Conditions-
-Company Continuing to Seek Strategic Alternatives, Including a Reverse Merger-
Los Angeles, CA (PRNewswire) July 16, 2019
ImmunoCellular Therapeutics, Ltd. ("ImmunoCellular") (OTC: IMUC), today announced an agreement with a privately held biotechnology company (the "Purchaser") for the purchase of substantially all of ImmunoCellular's remaining clinical and pre-clinical assets, including its preclinical and clinical programs, technology, intellectual property and know-how. ImmunoCellular's therapeutic assets are comprised of ICT-107 (phase 3-ready for glioblastoma), ICT-121 (phase 1 completed for recurrent glioblastoma) and ICT-140 (phase 1/2-ready for ovarian cancer), each of which is a patient-specific dendritic cell-based immunotherapy targeting solid tumors. Preclinical assets include the Stem-to-T-Cell research program, which engineers hematopoietic stem cells to generate cytotoxic T cells.
The aggregate purchase price of the assets is $1,000,000, payable by the Purchaser in two payments. The first upfront payment of $500,000 was received by ImmunoCellular upon closing of the agreement on May 8, 2019, and is non-refundable. The second, or continuation, payment of $500,000 is dependent upon the outcome of certain anticipated discussions between the Purchaser and the US Food and Drug Administration concerning the review and development of clinical asset ICT-107. The timing of these planned discussions is as of yet undetermined, but is anticipated to be within 120 days from the closing. If the continuing payment is not received by ImmunoCellular, the ownership of all assets purchased by the Purchaser from ImmunoCellular will revert back to ImmunoCellular.
The purchase agreement represents the culmination of a key strategy undertaken by ImmunoCellular in 2018 to explore strategic alternatives, following the decision by the Board to discontinue development of its clinical assets, ICT-107, ICT-121 and ICT-140, and to discontinue its research-stage Stem-to-T-Cell program, due to insufficient resources. Since 2018, the Company has been actively engaged in a broad range of conversations with potential strategic partners to explore strategic alternatives, including a potential merger, consolidation, reorganization or other business combination, as well as the sale of the Company or the Company's assets.
Having concluded that the options for continuing operations were limited, a sale of company assets was determined to be a responsible strategy for enhancing shareholder value. The Company plans to continue the process of exploring additional strategic alternatives, including the potential to establish a reverse merger with a private company seeking an expedited route to the public markets, and welcomes inquiries by parties interested in such a potential collaboration. As of May 31, 2019 ImmunoCellular's liquidity and capital resources remain intact, with cash of $1.7 million and no debt other than small payables related to its limited operations. The Company cannot guarantee that any actions will be taken as a direct result of its continuing pursuit of additional strategic alternatives.
Forward-Looking Statements for ImmunoCellular Therapeutics
This press release contains certain forward-looking statements, including statements regarding ImmunoCellular's intentions and current expectations concerning, among other things, the likelihood, timing and outcome of completing the asset purchase agreement with the Purchaser and receiving the continuing payment of $500,000, and the potential for pursuing additional strategic alternatives, including a reverse merger. Forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties. Additional risks and uncertainties are described under the heading "Risk Factors" in ImmunoCellular's quarterly report on Form 10-Q for the period ended June 30, 2018 and subsequent filings with the Securities and Exchange Commission. Except as required by law, ImmunoCellular undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
ImmunoCellular Therapeutics, Ltd.
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SOURCE: ImmunoCellular Therapeutics, Ltd.