CWBR - CohBar surges ~130% on proposed merger with cancer vaccine developer Morphogenesis

2023-05-23 08:50:23 ET

CohBar ( NASDAQ: CWBR ) is merging with privately held personalized cancer vaccine developer Morphogenesis and the combined company is expected to operate under the name TuHURA Biosciences Inc.

Under the agreement, each holder of CohBar common stock will be issued a dividend equal to about 3.30 CohBar common shares.

CohBar equityholders are expected to own  ~15% and pre-merger Morphogenesis stockholders are expected to own ~77%, of CohBar common stock on a pro forma basis.

CohBar also signed an agreement with affiliate of an existing investor in Morphogenesis for a $15M private placement, which is expected to close concurrently with the closing of the proposed merger.

The shares issued in the private placement are expected to represent ~9% of CohBar's common stock.

In addition, pre-merger CohBar stockholders and certain warrant holders of record will get a contingent value right (CVR) related to the disposition of CohBar's legacy mitochondrial assets for three years after the merger closes.

CohBar said the combined company — which will focus on advancing Morphogenesis' two technologies for helping treat cancer — will trade on the Nasdaq Capital Market.

Morphogenesis’ technologies include Immune Fx (IFx) personalized cancer vaccines: IFx is designed to activate an innate immune response against patient-specific tumor antigens, and help overcome primary resistance to checkpoint inhibitors, the companies noted.

Morphogenesis is currently preparing for a phase 2/3 trial of its lead personalized cancer vaccine IFx-Hu2.0, as an adjunct to Merck's blockbuster cancer drug Keytruda.

In addition to IFx, Morphogenesis technologies also include Tumor Microenvironment (TME) Modulators, designed to address one of the main causes of acquired resistance to immunotherapies,  according to the companies.

"Following a thorough review and evaluation, we believe merging with Morphogenesis and leveraging their late-stage pipeline of novel immuno-oncology technologies represents the best path forward for our stockholders and has the potential to deliver near and long-term value," said CohBar CEO Joseph Sarret.

Morphogenesis' CEO James Bianco will serve as CEO and Dan Dearborn as CFO of the combined company.

The merger has been approved by the boards of both companies and is subject to approval of stockholders of the two companies, and other closing conditions.

The proposed merger is expected to close in Q3 2023.

CWBR +133.55% to $3.62 premarket May 23

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