Atreca, Inc. (“Atreca”) (NASDAQ: BCEL), a biotechnology company
focused on developing novel therapeutics generated through a unique
discovery platform based on interrogation of the active human
immune response, today announced that it entered into a definitive
asset purchase agreement with Immunome, Inc. (Nasdaq: IMNM) to sell
a collection of antibody-related assets and materials. Under the
terms of the agreement, Immunome would pay Atreca up to $12.5
million, consisting of a $5.5 million upfront payment and up to
$7.0 million in clinical development milestones.
“We are pleased to announce this asset purchase agreement with
Immunome, a company focused on advancing targeted therapies in
oncology,” said John Orwin, President and Chief Executive Officer
of Atreca. “We continue to believe that the novel, tumor-targeting
antibodies discovered by Atreca, including APN-497444, have
tremendous potential in oncology, and we are encouraged that
Immunome also recognizes their potential.”
The asset sale will require approval from Atreca stockholders
holding at least a majority of the outstanding shares of Atreca’s
Class A common stock entitled to vote. A stockholder vote will be
sought by proxy solicitation which will include a plan of
dissolution calling for the liquidation of any remaining assets,
satisfying or making reasonable provisions for any remaining
obligations, and making distributions to our stockholders of
available proceeds, if any. The board of directors of Atreca
intends to seek to distribute remaining funds to our stockholders
as quickly as possible, as permitted by law and the plan of
dissolution.
Forward-Looking Statements
This communication contains “forward-looking statements” which
include, but are not limited to, all statements that do not relate
solely to historical or current facts, such as statements regarding
Atreca’s expectations, intentions or strategies regarding the
future, or the completion or effects of the asset sale and the plan
of dissolution. In some cases, these statements include words like:
“may,” “might,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue” and “ongoing,” or the
negative of these terms, or other comparable terminology intended
to identify statements about the future. These forward-looking
statements are subject to the safe harbor provisions under the
Private Securities Litigation Reform Act of 1995. Atreca’s
expectations and beliefs regarding these matters may not
materialize. Actual outcomes and results may differ materially from
those contemplated by these forward-looking statements as a result
of uncertainties, risks, and changes in circumstances, including
but not limited to risks and uncertainties related to: the ability
of the parties to consummate the asset sale, the portion of the
cash consideration subject to the achievement of certain clinical
development milestones, the ability of Atreca to timely execute the
plan of dissolution, the execution costs to Atreca of the asset
sale and plan of dissolution, the extent of other liabilities that
Atreca will be required to satisfy or reserve for in connection
with the asset sale and its liquidation and dissolution, the
precise amount or timing of liquidation distributions to Atreca
stockholders, if any, made pursuant to a plan of dissolution, and
the impact of costs and other liabilities on the cash, property and
other assets available for distribution to Atreca’s stockholders.
Additional risks and uncertainties that could cause actual outcomes
and results to differ materially from those contemplated by the
forward-looking statements are included under the caption “Risk
Factors” and elsewhere in Atreca’s most recent filings with the
Securities and Exchange Commission (“SEC”), including Atreca’s
Quarterly Report on Form 10-Q for the quarter ended September 30,
2023 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K
filed with the SEC from time to time and available at
www.sec.gov.
The forward-looking statements included in this information
statement are made only as of the date hereof. Atreca assumes no
obligation and does not intend to update these forward-looking
statements, except as required by law.
Additional Information and Where to Find It
Atreca intends to file a proxy statement with the SEC with
respect to the special meeting to be held in connection with the
asset sale and dissolution. Promptly after filing the definitive
proxy statement with the SEC, Atreca will mail the definitive proxy
statement and a proxy card to each stockholder entitled to vote at
the special meeting to consider the asset sale and dissolution.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT ATRECA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may
obtain, free of charge, the preliminary and definitive versions of
the proxy statement, any amendments or supplements thereto, and any
other relevant documents filed by Atreca with the SEC in connection
with the asset sale and dissolution at the SEC’s website
(http://www.sec.gov). Copies of Atreca’s definitive proxy
statement, any amendments or supplements thereto, and any other
relevant documents filed by Atreca with the SEC in connection with
the asset sale and dissolution will also be available, free of
charge, at Atreca’s investor relations website
(https://ir.atreca.com/financials-and-filings/sec-filings). Our
website address is provided as an inactive textual reference only.
The information provided on, or accessible through, our website is
not part of this communication, and therefore is not incorporated
herein by reference.
Participants in the Solicitation
Atreca and its directors and certain of its executive officers,
consisting of Brian Atwood, Kristine M. Ball, Franklin Berger,
Stephen R. Brady, David Lacey, M.D., Stacey Y. Ma, Ph.D., William
H. Robinson, M.D. Ph.D., Lindsey Rolfe, M.D., who are the
non-employee members of the board of directors of Atreca, John A.
Orwin, President, Chief Executive Officer and a director of Atreca,
Tito A. Serafini, Ph.D., Chief Strategy Officer and a director of
Atreca, and Courtney J. Phillips, General Counsel and Corporate
Secretary of Atreca, are participants in the solicitation of
proxies from Atreca’s stockholders in connection with the asset
sale and the dissolution. Information regarding Atreca’s directors
and certain of its executive officers, including a description of
their direct or indirect interests, by security holdings or
otherwise, can be found under the captions “Security Ownership of
Certain Beneficial Owners and Management,” “Director Compensation,”
and “Executive Compensation-Outstanding Equity Awards at December
31, 2022” contained in Atreca’s 2023 annual proxy statement filed
with the SEC on April 27, 2023 (the “2023 Proxy Statement”). To the
extent that Atreca’s directors and executive officers and their
respective affiliates have acquired or disposed of security
holdings since the applicable “as of” date disclosed in the 2023
Proxy Statement, such transactions have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the SEC.
Mr. Orwin and Dr. Serafini will be entitled to severance and change
in control benefits as described in the 2023 Proxy Statement under
the caption “Executive Compensation—Agreements with our Named
Executive Officers & Potential Payments Upon Termination or
Change in Control,” except as modified pursuant to an amendment to
their respective employment agreements as described in Atreca’s
Current Report on Form 8-K, filed with the SEC on December 19,
2023. Ms. Phillips will be entitled to severance and change in
control benefits as set forth in her Amended and Restated Executive
Employment Agreement, dated as of November 11, 2020, filed with
Atreca’s Form 10-Q for the quarterly period ended September 30,
2020 filed with the SEC on November 12, 2020, except as modified
pursuant to an amendment to her employment agreement as described
in Atreca’s Current Report on Form 8-K, filed with the SEC on
December 19, 2023. Other information regarding the participants in
the proxy solicitation and a description of their interests will be
contained in the proxy statement for Atreca’s special meeting of
stockholders and other relevant materials to be filed with the SEC
in respect of the asset sale and the dissolution when they become
available. These documents can be obtained free of charge from the
sources indicated above.
Contacts
Investors and Media:Alex Gray, 650-779-9251agray@atreca.com
Source: Atreca, Inc.
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