- Agreement marks an important milestone to advance the
Company's intent to become a U.S.-based biotech
- Agreement provides for a strategic focus in
advancing I-Mab's potential of differentiated oncology
clinical assets and builds shareholder value by streamlining the
operating model, reducing operational costs, and mitigating
potential associated risks
- The Company retains cash in hand, ex-China rights of all clinical stage assets led
by givastomig (CLDN18.2/4-1BB), uliledlimab (CD73), and
TJ-L14B (PD-L1/4-1BB), and remain listed on NASDAQ
ROCKVILLE, Md., Feb. 7, 2024
/PRNewswire/ -- I-Mab (the "Company") (NASDAQ: IMAB),
a global biotech company exclusively focused on bringing highly
differentiated immunotherapies and biologics for cancer treatment
to patients around the world, today announced that as part of its
strategy to become a U.S.-based biotech, its Chinese subsidiaries
have entered into definitive agreements with I-Mab Biopharma
(Hangzhou) Co., Ltd. (the
"Hangzhou Company"), an unconsolidated affiliate of the
Company, and a group of China-based investors to divest the Company's
assets and business operations in China.
"This agreement to divest our operations in China marks an important milestone for I-Mab
in bringing a greater focus on the U.S. and ex-China markets," said Raj Kannan, Director and
Chief Executive Officer of I-Mab. "Importantly, we believe that
this transaction allows us to reduce significant operational costs
and enables us to reallocate our capital on current key priorities
and new potential opportunities in further strengthening our
portfolio while maintaining a strong balance sheet."
Pursuant to the definitive agreements, the Company will transfer
100% of the outstanding equity interest in I-Mab Biopharma Co.,
Ltd. ("I-Mab Shanghai"), a wholly owned subsidiary of the
Company that operates the Company's business in China, on a cash-free and debt-free basis, to
the Hangzhou Company for an aggregate consideration of the RMB
equivalent of up to US$80 million,
contingent on the Hangzhou Company group's achievement of certain
future regulatory and sales-based milestone events. The Company
also retains a right of first negotiation outside of Greater China related to three future
investigational new drug candidates.
The definitive agreements also provide that the Company's wholly
owned subsidiary, I-Mab Biopharma Hong Kong Limited ("I-Mab Hong
Kong"), will transfer the equity interests it holds in the
Hangzhou Company to certain participating shareholders of the
Hangzhou Company in exchange for extinguishment of the existing
repurchase obligations owed by I-Mab Hong Kong to those
shareholders in the amount of approximately US$183 million. The total amount of potential
repurchase obligations owed by I-Mab Hong Kong and the Company to
the non-participating shareholders of the Hangzhou Company upon the
closing of the transaction is expected to range from US$30 million to US$35
million, an amount that includes actual or potential claims
in legal proceedings by the non-participating shareholders against
I-Mab Hong Kong and the Company in connection with the
aforementioned transaction.
The Special Committee to the Board of Directors (the
"Board") of the Company, consisting of Mr. Conor Chia-hung Yang, Dr. Ruyi He, and Mr. Shuai
Chen, each of whom is an independent and disinterested
director of the Board, led the evaluation and negotiation of the
transaction on behalf of the Company. Kroll, LLC served as an
independent financial advisor to the special committee and issued a
fairness opinion. The Board, acting upon the unanimous
recommendation of the special committee, resolved that the proposed
transaction is in the best interest of I-Mab and is fair from a
financial point of view to the Company and approved the
transaction. The transaction is subject to closing conditions and
is expected to close by the end of March
2024.
Once the transaction is completed, the Hangzhou Company will
acquire I-Mab drug assets in China, including the Greater China rights for eftansomatropin alfa,
felzartamab, uliledlimab, givastomig, and lemzoparlimab; bear all
future development costs of these assets; and be responsible for
the operations of the research & development (R&D) center
of I-Mab Shanghai and the manufacturing facility of the Hangzhou
Company.
Concurrent with the entry into definitive agreements and to
support the ongoing strategic partnership, the Company participated
in the Series C fundraising of the Hangzhou Company for an equity
interest subscription of US$19
million in cash. Immediately after the closing of the
transaction, the Company will directly and through I-Mab Hong Kong
own a total of less than 10% of the Hangzhou Company's
registered capital.
To further its transition to a U.S.-based biotech company, I-Mab
announced certain management and personnel changes. Pamela Klein, M.D., has accepted the appointment
as the Interim Chairperson of the Company, as Jingwu Zang, M.D., Ph.D., steps down from the
Board, effective February 10, 2024,
to lead the Hangzhou Company. Andrew
Zhu, M.D., Ph.D., will step down from the Board and resign
from his executive position with the Company, effective
February 10, 2024. Furthermore, Mr.
Joseph Skelton has been appointed by
the Board to serve as the Company's Chief Financial Officer,
effective February 5, 2024,
succeeding Mr. Richard Yeh, who
resigned from the Board and his executive positions with the
Company. Mr. Skelton brings nearly ten years of experience in
investment banking and has advised on transactions with an
aggregate transaction value of more than US$20 billion. Mr. Skelton most recently served
as a Senior Vice President at Truist Securities, covering the
biopharma sector, and previously held roles at Cantor Fitzgerald
and Amneal Pharmaceuticals, Inc.
"I want to express my gratitude to Dr. Zang for his unwavering
commitment to I-Mab and wish him the greatest of success as he
transitions to leading the Hangzhou Company. I also want to take
the opportunity to thank Dr. Zhu for his leadership in advancing
our pipeline assets and to Mr. Yeh for his contributions and
service," Mr. Kannan continued. "I'm pleased to welcome Mr. Skelton
and look forward to partnering with him in realizing the potential
of our Company to bring innovative medicines to the patients we
serve."
Dr. Klein's appointment as Interim Chairperson of the Board
advances I-Mab's plan of becoming a U.S.-based biotech. "I am
delighted with the opportunity to lead the Board as I-Mab continues
to progress on its strategic plan. My deep appreciation goes to Dr.
Zang, Dr. Zhu, and Mr. Yeh for their dedicated service on the
board," Dr. Klein commented.
About I-Mab
I-Mab (NASDAQ: IMAB) is a U.S.-based global pharmaceutical
company exclusively focused on the discovery, development, and
potential commercialization of highly differentiated
immunotherapies and biologics for the treatment of cancer. I-Mab
has established operations in the U.S. in Rockville, Maryland, and in San Diego, California. For more information,
please visit http://www.i-mabbiopharma.com and follow us on
LinkedIn, X, and WeChat.
I-Mab Forward Looking Statements
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of the U.S.
Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates," "confident," and similar statements. I-Mab
may also make written or oral forward-looking statements in its
periodic reports to the U.S. Securities and Exchange Commission
(the "SEC"), in its annual report to shareholders, in press
releases and other written materials and in oral statements made by
its officers, directors or employees to third parties. Statements
that are not historical facts, including statements about I-Mab's
beliefs and expectations, are forward-looking statements.
Forward-looking statements involve inherent risks and
uncertainties. A number of factors could cause actual results to
differ materially from those contained in any forward-looking
statement, including but not limited to the following: I-Mab's
ability to demonstrate the safety and efficacy of its drug
candidates; the clinical results for its drug candidates, which may
or may not support further development or New Drug
Application/Biologics License Application (NDA/BLA) approval; the
content and timing of decisions made by the relevant regulatory
authorities regarding regulatory approval of I-Mab's drug
candidates; I-Mab's ability to achieve commercial success for its
drug candidates, if approved; I-Mab's ability to obtain and
maintain protection of intellectual property for its technology and
drugs; I-Mab's reliance on third parties to conduct drug
development, manufacturing and other services; I-Mab's limited
operating history and I-Mab's ability to obtain additional funding
for operations and to complete the development and
commercialization of its drug candidates; and the impact of the
COVID-19 pandemic on I-Mab's clinical development, commercial and
other operations, as well as those risks more fully discussed in
the "Risk Factors" section in I-Mab's most recent annual report on
Form 20-F, as well as discussions of potential risks,
uncertainties, and other important factors in I-Mab's subsequent
filings with the SEC. All forward-looking statements are based on
information currently available to I-Mab. I-Mab undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise, except as may be required by law.
I-Mab Contacts
Investors
|
Media
|
Tyler Ehler
|
Gigi Feng
|
Senior Director,
Investor Relations
|
Chief Communications
Officer
|
IR@i-mabbiopharma.com
|
PR@i-mabbiopharma.com
|
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SOURCE I-Mab