Acquisition Includes QLS-215, a Potential
Best-in-Class Monoclonal Antibody Inhibitor of Plasma Kallikrein in
Preclinical Development for the Treatment of Hereditary
Angioedema
Company Plans to Use Private Placement
Financing Proceeds of $110 Million to Complete IND-Enabling
Studies, Phase 1a and Phase 1b/2 Clinical Trials of QLS-215
Conference Call and Webcast Today at 9:00AM
ET
Catabasis Pharmaceuticals, Inc. (NASDAQ:CATB), a
biopharmaceutical company, today announced that it has acquired
Quellis Biosciences Inc. (“Quellis”), a privately-held emerging
biopharmaceutical company focused on discovering best-in-class new
molecules to treat serious rare diseases. Concurrent with the
acquisition of Quellis, Catabasis entered into a definitive
agreement for the sale of Series X convertible preferred stock (the
“Series X preferred stock”) in a private placement to a group of
institutional accredited investors led by Perceptive Advisors, with
participation from Fairmount Funds Management LLC, RA Capital
Management, Cormorant Asset Management, Venrock Healthcare Capital
Partners, Logos Capital, Boxer Capital, Acorn Bioventures,
Commodore Capital, Surveyor Capital (a Citadel company), Acuta
Capital Partners, Sphera Healthcare, and Serrado Capital LLC. The
private placement is expected to result in gross proceeds to
Catabasis of approximately $110 million before deducting placement
agent and other offering expenses. Catabasis expects to use the
proceeds from the private placement primarily to enable the
completion of IND-enabling studies, Phase 1a, and Phase 1b/2
clinical trials for the lead program QLS-215 in hereditary
angioedema (HAE), a rare, debilitating and potentially
life-threatening disease.
“Catabasis has worked diligently with external advisors to
explore and evaluate a range of strategic options, and the Board
and management team believe that this transaction represents an
opportunity to create substantial value for Catabasis’
stockholders,” said Kenneth Bate, Chair of the Catabasis Board of
Directors. “Our mission has always been to bring life-changing
therapies to patients and families affected by rare diseases. We
look forward to progressing QLS-215, a differentiated and potential
best-in-class new therapy for patients affected by HAE.”
“We are thrilled that the Catabasis Board and management team
selected Quellis as the best acquisition opportunity based on our
lead asset, QLS-215, and the vision to produce a leading HAE and
rare disease company,” said Chris Garabedian, Chair of the Quellis
Board of Directors, CEO of Xontogeny and Portfolio Manager,
Perceptive Xontogeny Ventures (a Perceptive Advisors fund). “We are
further pleased with the progress we made with Quellis since the
formation of the company in 2017.”
Quellis was formed at Xontogeny, a life sciences accelerator,
with the founders of Quellis and a seed investment in 2017. The
subsequent Series A financing was led by the Perceptive Xontogeny
Ventures (PXV) Fund in 2018 with Fairmount Funds. The PXV Fund is
participating in the private placement as part of the Perceptive
Advisors investment.
The vision for the lead program, QLS-215, is to develop the
best-in-class monoclonal antibody inhibitor of plasma kallikrein
for HAE with infrequent dosing and sustained blood levels. QLS-215
is a humanized monoclonal antibody targeting plasma kallikrein that
has demonstrated potent inhibition of plasma kallikrein as well as
extended plasma half-life in non-human primates. Catabasis expects
to file an Investigational New Drug application for QLS-215 in the
first half of 2022 and plans to initiate a Phase 1 clinical trial
with initial results anticipated by the end of 2022. Subsequently,
Catabasis expects to initiate a Phase 1b/2 trial in patients
affected by HAE in 2023 with initial results anticipated by the end
of 2023.
Management and Organization
Catabasis will continue to be led by its current management team
consisting of Jill C. Milne, Ph.D., Chief Executive Officer, Noah
Clauser, Chief Financial Officer, Joanne M. Donovan, M.D., Ph.D.,
Chief Medical Officer and Senior Vice President, Clinical
Development, Ben Harshbarger, Senior Vice President and General
Counsel, Andrew A. Komjathy, Chief Commercial Officer, Andrea
Matthews, Senior Vice President, Corporate Affairs, and Andrew
Nichols, Ph.D., Chief Scientific Officer.
Following the transaction, the Catabasis Board will comprise
Kenneth Bate, Chair of the Board of Directors, Jonathan Violin,
Ph.D., a Quellis co-founder and President and Chief Executive
Officer of Viridian Therapeutics, Inc., Fred Callori, a former
Quellis Director, Senior Vice President Corporate Development at
Xontogeny, LLC, and partner in the Perceptive Xontogeny Venture
Fund, and current Catabasis Directors Joanne T. Beck, Ph.D., Hugh
M. Cole, Michael D. Kishbauch, Gregg Lapointe and Jill C.
Milne.
About the Transactions
The acquisition of Quellis was structured as a stock-for-stock
transaction whereby all outstanding equity interests of Quellis
were exchanged in a merger for a combination of shares of Catabasis
common stock and shares of Series X Preferred Stock. Concurrently
with the acquisition of Quellis, Catabasis entered into definitive
agreements for a PIPE investment with existing and new investors to
raise approximately $110 million in which the investors will be
issued shares of Series X Preferred Stock at a price of
approximately $3,093 per share (or, $3.09 per share on an
as-converted-to-common basis). The PIPE offering is expected to
close on February 1, 2021. Subject to stockholder approval, each
share of Series X Preferred Stock initially will be convertible
into 1,000 shares of Catabasis common stock, subject to certain
beneficial ownership limitations set by each holder not to exceed
19.99%. The acquisition was approved by the Board of Directors of
Catabasis and the stockholders of Quellis. The closing of the
acquisition was not subject to the approval of Catabasis
stockholders.
Ladenburg Thalmann & Co. Inc. is serving as exclusive
financial advisor to Catabasis and Wilmer Cutler Pickering Hale and
Dorr LLP is serving as legal counsel to Catabasis. Wedbush PacGrow
is serving as exclusive strategic advisor to Quellis, and Gibson
Dunn & Crutcher LLP is serving as legal counsel to Quellis.
Jefferies LLC is acting as lead placement agent for the private
placement. Cooley LLP is serving as legal counsel to the placement
agent.
After completion of the acquisition and private placement
financing, Catabasis expects to have cash, cash equivalents and
short-term investments of approximately $150 million and cash
runway through 2023.
Additional details are available in an updated corporate
presentation that can be found online at www.catabasis.com.
Conference Call and Webcast Details
Catabasis will host a conference call and webcast on January 29,
2021 at 9:00am ET to discuss the acquisition.
Conference Call Dial-In Information:
Participant Toll-Free Dial-In
Number:
(877) 388-2733
Participant International Dial-In
Number:
(541) 797-2984
Pass Code:
9848493
Please specify to the operator that you would like to join the
“Catabasis Pharmaceuticals Corporate Update Call.”
Interested parties may access a live audio webcast of the
conference via the investor section of the Catabasis website,
www.catabasis.com. Please connect to the Catabasis website several
minutes prior to the start of the broadcast to ensure adequate time
for any software download that may be necessary. The webcast will
be archived for 90 days.
For more information on the acquisition, please visit the
investor section of Catabasis’ website at www.catabasis.com.
About Catabasis
At Catabasis Pharmaceuticals, our mission is to bring hope with
life-changing therapies to patients and families affected by rare
diseases. Our lead program, QLS-215, is a potential best-in-class
plasma kallikrein monoclonal antibody in preclinical development
for the treatment of Hereditary Angioedema.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to, statements regarding: the
closing of the private placement; the use of proceeds from the
private placement; the projected cash runway; expectations
regarding the timing for the filing of an IND and commencement and
completion of clinical trials for QLS-215; the potential attributes
of QLS-215; future product development plans; and stockholder
approval of the conversion rights of the Series X preferred stock.
The use of words such as, but not limited to, “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” or “would” and similar words
expressions are intended to identify forward-looking statements.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based on our
current beliefs, expectations and assumptions regarding the future
of our business, future plans and strategies, our clinical results
and other future conditions. New risks and uncertainties may emerge
from time to time, and it is not possible to predict all risks and
uncertainties. No representations or warranties (expressed or
implied) are made about the accuracy of any such forward-looking
statements. We may not actually achieve the forecasts or
expectations disclosed in our forward-looking statements, and you
should not place undue reliance on our forward-looking statements.
Such forward-looking statements are subject to a number of material
risks and uncertainties including but not limited to those set
forth under the caption “Risk Factors” in Catabasis’ most recent
Quarterly Report on Form 10-K filed with the SEC, as well as
discussions of potential risks, uncertainties, and other important
factors in our subsequent filings with the SEC. Any forward-looking
statement speaks only as of the date on which it was made. Neither
we, nor our affiliates, advisors or representatives, undertake any
obligation to publicly update or revise any forward-looking
statement, whether as result of new information, future events or
otherwise, except as required by law. These forward-looking
statements should not be relied upon as representing our views as
of any date subsequent to the date hereof.
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version on businesswire.com: https://www.businesswire.com/news/home/20210129005080/en/
Catabasis Contacts:
Investor relations: Andrea Matthews
investors@catabasis.com
Media: Elizabeth Higgins media@catabasis.com
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