The M&A and Life Sciences team advised Unum Therapeutics Inc. (NASDAQ: UMRX) on the execution and closing of its acquisition of Kiq LLC, a privately held, biotechnology company focused on the discovery and development of precision kinase inhibitors. The acquisition was structured as a stock-for-stock transaction whereby all of Kiq's outstanding equity interests were exchanged for a combination of shares of Unum common stock and shares of newly created Series A preferred stock. The acquisition was approved by the Board of Directors of Unum and the equity holders of Kiq. The closing was not subject to the approval of Unum stockholders.
Concurrently with the acquisition of Kiq, Unum entered into definitive agreements for a PIPE investment with a group of institutional accredited investors led by Fairmount Funds Management LLC, with participation from Venrock Healthcare Capital Partners, BVF Partners L.P., Atlas Venture, Acorn Bioventures, Perceptive Advisor's LLC, RTW Investments, OrbiMed, Samsara BioCapital, Logos Capital, Ally Bridge Group and Commodore Capital, as well as additional undisclosed institutional investors, to raise $104.4 million in which the investors will be issued shares of Series A Preferred Stock at a price of $880 per share (or, $0.88 per share on an as-converted-to-common basis). The PIPE offering is expected to close on July 9, 2020.
In connection with the transactions, a non-transferrable contingent value right (a "CVR") will be distributed to Unum stockholders of record as of the close of business on July 6, 2020, and prior to the issuance of any shares to Kiq or the PIPE investors. Holders of the CVR will be entitled to receive certain stock and/or cash payments from proceeds received by Unum, if any, related to the disposition of its legacy cell therapy assets for a period of three years following the closing of the transaction.
Based in Cambridge, MA, Unum Therapeutics is a biopharmaceutical company focused on developing a pipeline of novel therapies to treat cancer patients. Unum's most advanced program, PLX9486, is a highly potent and selective KIT D816V inhibitor that is being developed to treat systemic mastocytosis and GIST patients.
The Goodwin team advising on the acquisition was led by Andrew Goodman, and included Nicole Daley, Tevia Pollard and Stephanie Dworkin.The Goodwin team advising on the PIPE investment was led by Danielle Lauzon, and included Stephanie Richards,Nicole Daley and Kyra Ayo Caros.
For additional details on acquisition and financing, please read the press release.