Pasithea Therapeutics Acquires Alpha-5 Integrin, LLC
June 22 2022 - 7:00AM
Pasithea Therapeutics Corp. (Nasdaq: KTTA) (“Pasithea” or the
“Company”), today announced its acquisition of Alpha-5 integrin,
LLC (“Alpha-5”), a privately-held preclinical-stage company
developing a monoclonal antibody (mAbs) for the treatment of
amyotrophic lateral sclerosis (“ALS”) and other neuroinflammatory
disorders, such as Multiple Sclerosis (“MS”).
Alpha-5’s lead therapeutic candidate has a novel
mechanism of action with the potential to improve clinical outcomes
in patients with ALS, and is supported by post-mortem studies and
with reproducible significant improvement in behavior and survival
in the SOD1 mice model. The acquisition includes Alpha-5
proprietary antibodies with novel intellectual property and brings
to Pasithea a group of seasoned scientists and a state-of-the-art
laboratory.
The Company acquired all of the outstanding
equity interests in Alpha-5 at an enterprise value for $3.75
million, payable in 3.26 million shares of Pasithea common stock,
valued at $1.15 per share, an 11% premium to the closing price on
June 21, plus 1 million warrants. An entity controlled by Paul B.
Manning, Chairman and CEO of PBM Capital, a healthcare-focused
investment firm, is Alpha-5's majority owner and, following the
transaction, will own approximately 10% of Pasithea common stock.
Cassel Salpeter & Co. acted as financial advisor to the Company
on this transaction.
“This agreement with Pasithea represents the
culmination of years of work by Alpha-5 researchers, successfully
leveraging their deep scientific expertise in the integrin space.
We believe Pasithea will be well-positioned to apply its
capabilities to move this asset forward and make an impact on ALS
disease for the benefit of patients,” said Paul B. Manning.
“Treatments for ALS are extremely limited. Only
two drugs are currently approved, with minimal impact on disease,
and the majority of patients progress to death within a few years
of symptom onset. The Alpha-5 acquisition is transformative for
Pasithea, by adding a new drug with a novel mechanism of action to
our pipeline, while preserving our strong cash position. In
addition to the Alpha-5 development program, we will also acquire a
wet lab and scientific team to develop our existing tolerizing
vaccine and complementary program. Our plan is to file an Alpha-5
investigational new drug application (IND) with an orphan drug
designation by the end of 2023,” stated Dr. Tiago Reis Marques, CEO
of Pasithea.
Stanford Professor Larry Steinman, Chairman of
the Board and co-founder of Pasithea and a minority owner of
Alpha-5 said, “My work has been instrumental for the discovery of
natalizumab, an anti-alpha 4 integrin mAb. This was the first drug
developed in the class of selective adhesion molecule inhibitors
and a potent therapeutic for multiple sclerosis. We believe that
alpha-5 integrin antibody can also be transformative in the
treatment of other neurological disorders, such as ALS or MS.
Post-mortem human studies and preclinical work conducted so far
support this therapeutic target and we are excited to move it into
clinical trials.” Professor Steinman recused himself from the vote
to approve the transaction.
Transaction Details
At the closing of the transaction, the Company
acquired all of Alpha-5’s issued and outstanding equity interests
in exchange for 3,260,870 shares of Pasithea common stock plus
warrants to acquire an additional 1,000,000 shares at an exercise
price of $1.88 per share for a period of five years. The number of
shares was calculated by dividing a $3.75 million enterprise value
by $1.15 per share of Pasithea Common Stock, an 11% premium to the
closing price on June 21. There are potential future earnouts based
on net sales. There will be no post-closing adjustments for cash
and working capital.
To further discuss
the transaction, Pasithea´s management will host a webcast as
follows: |
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Date: |
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June 22, 2022 |
Time: |
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9 a.m. ET |
URL: |
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https://event.choruscall.com/mediaframe/webcast.html?webcastid=aph1RpCR |
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The webcast will
be accessible on the Investors section of the website,
www.ir.pasithea.com, and will be archived for 90 days following the
event. |
About Pasithea Therapeutics
Corp.
Pasithea Therapeutics Corporation is a U.S.
biotechnology company focused on the research and discovery of new
and effective treatments for psychiatric and neurological
disorders. With an experienced team of experts in the fields of
neuroscience and psychopharmacology, Pasithea is developing new
molecular entities for the treatment of psychiatric and
neurological disorders. Pasithea is also focused on addressing the
needs of patients currently suffering with mental illness by
providing access to IV ketamine infusions both in clinics and
in-home settings.
About Amyotrophic Lateral
Sclerosis
ALS is a progressive neurodegenerative disease
that affects nerve cells in the brain and spinal cord, causing loss
of muscle control. It most commonly affects people between the ages
of 40 and 70, with an average age of 55 at the time of diagnosis.
It affects as many as 30,000 patients in the United States, with
5,000 new cases diagnosed each year. The average life expectancy
after diagnosis is two to five years, but some patients may live
for years or even decades. While 5-10% of cases are hereditary
(familial ALS), the large majority of cases (90-95%) are not
hereditary (Sporadic ALS). The cause of ALS is not completely
understood and multiple complex factors may contribute to the death
of motor neurons. Currently there is no known cure or treatment
that halts or reverses the progression of ALS, and FDA only
approved 2 medications so far for the treatment of this disorder,
both shown to modestly slow the progression of ALS.
Forward Looking Statements
This press release contains statements that
constitute “forward-looking statements.” Forward-looking statements
are subject to numerous conditions, many of which are beyond the
control of the Company. While the Company believes these
forward-looking statements are reasonable, undue reliance should
not be placed on any such forward-looking statements, which are
based on information available to the Company on the date of this
release. These forward-looking statements are based upon current
estimates and assumptions and are subject to various risks and
uncertainties, including, without limitation, those set forth in
the Company’s filings with the SEC. Thus, actual results could be
materially different. The Company undertakes no obligation to
update these statements whether as a result of new information,
future events or otherwise, after the date of this release, except
as required by law.
Pasithea Therapeutics Corp. Company
Contact
Dr. Tiago Reis MarquesChief Executive OfficerE:
tiago@pasithea.com
Pasithea Therapeutics Corp. Investor
Relations
Lisa M. WilsonIn-Site Communications, Inc.T:
212-452-2793E: lwilson@insitecony.com
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