Ikena Oncology Acquires Pionyr Immunotherapeutics in All-Stock Transaction
07 August 2023 - 1:00PM
Ikena Oncology, Inc. (Nasdaq: IKNA, “Ikena”), a targeted oncology
company forging new territory in patient-directed cancer treatment,
and Pionyr Immunotherapeutics, Inc. (Pionyr), a privately-held,
clinical-stage biotechnology company, today announced the closing
of Ikena’s acquisition of Pionyr in an all-stock transaction. Ikena
acquired all of Pionyr’s assets, including approximately $43
million in net cash, in exchange for shares of IKNA stock, in a
combination of common stock and non-voting convertible preferred
stock priced at $7.15 per share.
“Ikena has made incredible strides this year, and we are glad to
welcome the Pionyr shareholders to the Ikena team as we head into a
pivotal time for our targeted oncology programs,” said Mark
Manfredi, Ph.D., Chief Executive Officer of Ikena. “The capital
from this acquisition allows us to accelerate and expand our
clinical efforts in IK-930 and further support our comprehensive
clinical plan for IK-595 as we continue to build value through both
depth and breadth in our pipeline. We are looking forward to
sharing more updates from across our business and pipeline,
including initial clinical data from IK-930 later this year.”
The transaction further strengthens Ikena’s financial position
as the Company advances development of its targeted oncology
programs. The new capital will enable Ikena to expand and
accelerate its targeted oncology programs, including both IK-930,
Ikena’s clinical program targeting the Hippo pathway with initial
clinical data expected this year, and IK-595, a MEK-RAF complexing
inhibitor expected to have an IND submitted this year. The new
Ikena shareholders include New Enterprise Associates, SV Health
Investors, Sofinnova Investments, Vida Ventures, and Gilead
Sciences. Gilead Sciences acquired an equity stake in Pionyr
through their 2020 option-to-acquire agreement.
“We have been highly rigorous and selective in our search for a
buyer. Our attraction to Ikena was driven by not only the potential
of their targeted oncology programs, but by their company culture
and the way their team has managed capital and developed their
pipeline,” commented Steven P. James, Pionyr’s Chief Executive
Officer. “On behalf of our investors, board of directors, and the
Pionyr executive team, I want to thank and congratulate the entire
Pionyr team for their efforts.”
Further details on the transaction are described below.
Transaction and Approval
- The transaction was unanimously
approved by the boards of directors from both companies and closed
following signing of the definitive agreement
- Ikena’s acquisition of Pionyr was
structured as a stock-for-stock transaction whereby all of Pionyr’s
outstanding common stock was exchanged for a combination of Ikena
common stock and non-voting convertible preferred stock
- Ikena acquired all of Pionyr’s
assets, including cash, cash equivalents, and investments as well
as all intellectual property and clinical and preclinical
assets
Pionyr Programs
- Ikena plans to include Pionyr’s
programs as part of Ikena’s partnering portfolio, and to pursue
strategic business development opportunities, including
out-licensing
- The transaction includes contingent
value rights (CVRs) providing the legacy Pionyr shareholders with
rights to 50% of the net proceeds, outside of royalties, for any
potential monetization of the Pionyr programs within the next two
years
Additional Details
- Pionyr shareholders were
collectively issued approximately 1.8 million shares of Ikena
common stock with the remainder of the shares issued as Ikena
non-voting convertible preferred stock
- Pionyr’s valuation for the
transaction was determined solely by net cash available at
closing
- The transaction price of $7.15 per
share represents a premium to both Ikena’s twenty-day
volume-weighted average ending on the transaction date and its most
recent underwritten public offering
- As a result of the transaction, the
Pionyr shareholders collectively hold approximately 12% of Ikena’s
outstanding shares
- Ikena’s management team and board of
directors remain unchanged
About Ikena OncologyIkena Oncology™ is focused
on developing differentiated therapies for patients in need that
target nodes of cancer growth, spread, and therapeutic resistance
in the Hippo and RAS onco-signaling network. The Company’s lead
targeted oncology program, IK-930, is a TEAD1 selective Hippo
pathway inhibitor, a known tumor suppressor pathway that also
drives resistance to multiple targeted therapies. The Company’s
additional research spans other targets in the Hippo pathway as
well as the RAS signaling pathway, including developing IK-595, a
novel MEK-RAF inhibitor. Additionally, IK-175, an AHR antagonist,
is being developed in collaboration with Bristol Myers Squibb.
Ikena aims to utilize their depth of institutional knowledge and
breadth of tools to efficiently develop the right drug using the
right modality for the right patient. To learn more, visit
www.ikenaoncology.com or follow us on Twitter and LinkedIn.
About Pionyr ImmunotherapeuticsPionyr’s
programs exploit novel target discovery and antibody generation
platform technologies to create the next generation of
immuno-oncology therapeutics after checkpoint inhibitors. Their
initial approach, termed “Myeloid Tuning™,” is designed to enhance
the immune system’s anti-tumor response by specifically altering
the cellular infiltrate of the tumor microenvironment. Pionyr’s
clinical programs, PY314 and PY159, targeting TREM2 and TREM1
respectively, are designed to selectively deplete and in some cases
reprogram certain tumor-associated macrophages responsible for
immunosuppression. PY314 and PY159 have demonstrated safety alone
and in combination with pembrolizumab in Phase 1a/b trials.
Pionyr’s third program, PY265 (anti-MARCO) is IND-ready. In July
2020, Pionyr entered into an alliance with Gilead Sciences whereby
Gilead acquired a minority interest in the company. The alliance
and exclusive option to acquire Pionyr was terminated in 2023. In
addition to Gilead, Pionyr’s investors include New Enterprise
Associates, OrbiMed, SV Health Investors, Sofinnova Investments,
and Vida Ventures.
Forward-Looking StatementsThis press release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended,
including, without limitation, implied and express statements
regarding: the anticipated use of proceeds; projected cash runway;
future development plans; stockholder approval of the conversion
rights of the Series A preferred stock, potential future payouts
under the CVR, the timing and advancement of our targeted oncology
programs, including the timing of updates, and our expectations
regarding the therapeutic benefit of our targeted oncology
programs. The words “may,” “will,” “could,” “would,” “should,”
“expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “target” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Any forward-looking statements in this press
release are based on management’s current expectations and beliefs
and are subject to a number of risks, uncertainties and important
factors that may cause actual events or results to differ
materially from those expressed or implied by any forward-looking
statements contained in this press release, including, without
limitation, those risks and uncertainties related to the timing and
advancement of our targeted oncology programs; our expectations
regarding the therapeutic benefit of our targeted oncology
programs; our ability to efficiently discover and develop product
candidates; the implementation of our business model, and strategic
plans for our business and product candidates; the sufficiency of
our capital resources to fund operating expenses and capital
expenditure requirements and the period in which such resources are
expected to be available, and other factors discussed in the “Risk
Factors” section of Ikena’s Quarterly Report on Form 10-Q for the
quarter ended March 31, 2023, which is on file with the SEC, as
updated by any subsequent SEC filings. We caution you not to place
undue reliance on any forward-looking statements, which speak only
as of the date they are made. We disclaim any obligation to
publicly update or revise any such statements to reflect any change
in expectations or in events, conditions or circumstances on which
any such statements may be based, or that may affect the likelihood
that actual results will differ from those set forth in the
forward-looking statements. Any forward-looking statements
contained in this press release represent our views only as of the
date hereof and should not be relied upon as representing its views
as of any subsequent date. We explicitly disclaim any obligation to
update any forward-looking statements.
Investor Contact:Rebecca CohenIkena
Oncologyrcohen@ikenaoncology.com
Media Contact:Luke ShiploLifeSci
Communicationslshiplo@lifescicomms.com
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