MENLO PARK, Calif.,
Aug. 5, 2020 /PRNewswire/ -- Adicet
Bio, Inc., a privately-held biopharmaceutical company, today
announced that it has received a $10
million milestone payment from Regeneron associated with
ADI-002 meeting key preclinical development goals, in accordance
with the terms of its strategic collaboration with Regeneron.
ADI-002 is the first of Adicet Bio's allogeneic off-the-shelf
γδ T cell product candidates to specifically target solid tumors.
ADI-002 is being developed and engineered by Adicet to express a
GPC3-targeting chimeric antigen receptor and IL-15.
"GPC3 is an important target which is differentially expressed
on a broad range of solid tumors, with limited expression levels on
normal tissues. We believe that the intrinsic and engineered
properties of Adicet's γδ T cells make them particularly
well-suited to effectively treat solid tumors and preclinical
research with ADI-002 indicates dose dependent anti-tumor activity
that warrants additional study," said Stewart Abbot, Ph.D., Chief Operating and
Scientific Officer at Adicet Bio, Inc. "We intend to initiate
a Phase 1 study in 2021 for solid tumors associated with high GPC3
expression such as hepatocellular carcinoma, the most prevalent
form of liver cancer."
About the Collaboration with
Regeneron
In
August 2016, Adicet entered into a
collaboration and licensing agreement with Regeneron to develop
next-generation engineered immune-cell therapeutics using Adicet's
gamma delta T cell allogeneic platform technology. Under the
terms of the agreement, Regeneron and Adicet will collaborate to
identify and validate appropriate targets and work together to
develop a pipeline of engineered immune-cell therapeutics for the
selected targets. Regeneron has the option to obtain development
and commercial rights for a certain number of the product
candidates, and Adicet has an option to participate in the
development and commercialization on these potential products or is
entitled to royalty payments by Regeneron. Immune-cell therapy
product candidates developed and commercialized by Adicet under the
agreement will be subject to payment of royalties to Regeneron.
Regeneron will have the right to leverage targeting moieties
generated by Adicet by its use of Regeneron's proprietary mice to
develop and commercialize non-immune-cell therapy products.
About the Proposed Merger with resTORbio
On
April 29, 2020, Adicet and resTORbio,
Inc. (Nasdaq: TORC) announced that they entered into a
definitive merger agreement to create a combined publicly-traded
biotechnology company focused on the development of Adicet's
off-the-shelf allogeneic gamma delta T cell therapies for oncology
and other indications. The merger is expected to close in the
second half of 2020, subject to approvals of each company's
stockholders and other customary closing conditions. Upon
completion of the merger, the combined company will operate under
the name Adicet Bio and is expected to trade on the Nasdaq Global
Market under the ticker symbol ACET.
About Adicet Bio, Inc.
Adicet Bio, Inc. is a privately
held, pre-clinical stage biotechnology company founded in 2015 by
Aya Jakobovits, Ph.D. to develop
novel off-the-shelf universal immune cell therapies based on gamma
delta T cells engineered with chimeric antigen receptors.
Adicet is also focused on identifying and validating cancer
specific targets derived from the intracellular proteome and then
generating T Cell Receptor-Like (TCRL) monoclonal antibodies
directed to these cancer-specific peptide targets presented by MHC
Class I complexes. These TCRLs are being used to arm T cells or as
T cell engagers in solid tumors. For more information, please
visit our website at http://www.adicetbio.com.
Cautionary Statement Regarding 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 expected structure, timing and completion
of the merger, future product development plans and projected
timelines for the initiation and completion of preclinical and
clinical trials; the potential for the results of ongoing
preclinical or clinical trials and the efficacy of Adicet's drug
candidates; future product development and regulatory strategies,
including with respect to specific indications; and future Nasdaq
listing. The use of words such as, but not limited to, "believe,"
"expect," "estimate," "project," "intend," "future," "potential,"
"continue," "may," "might," "plan," "will," "should," "seek,"
"anticipate," or "could" and other similar words or 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 Adicet's current beliefs,
expectations and assumptions regarding the future of Adicet's
business, future plans and strategies, 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. There can be no assurance that the parties will be able
to complete the merger on the anticipated terms, or at all.
Such forward-looking statements are subject to a number of
material risks and uncertainties including but not limited to: (i)
risks associated with resTORbio's ability to obtain the stockholder
approval required to consummate the merger and the timing of the
closing of the merger, including the risks that a condition to
closing would not be satisfied within the expected timeframe or at
all or that the closing of the merger will not occur; (ii) the
outcome of any legal proceedings that may be instituted against the
parties and others related to the merger agreement; (iii)
unanticipated difficulties or expenditures relating to the merger,
the response of business partners and competitors to the
announcement of the merger, and/or potential difficulties in
employee retention as a result of the announcement and pendency of
the merger; (iv) the length of time necessary to consummate the
merger may be longer than anticipated; (v) resTORbio's continued
listing on the Nasdaq Global Market until closing of the merger;
(vi) the combined company's listing on the Nasdaq Global Market
after closing of the merger; (vii) the adequacy of the combined
company's capital to support its future operations and its ability
to successfully initiate and complete clinical trials; (viii) the
nature, strategy and focus of the combined company; (ix) the
difficulty in predicting the time and cost of development of
resTORbio's and Adicet's product candidates; (x) the executive
management and board structure of the combined company; (xi)
Adicet's plans to develop and commercialize its product candidates,
including ADI-002; (xii) the timing of initiation of Adicet's
planned clinical trials; (xiii) the timing of the availability of
data from Adicet's clinical trials; (xiv) the timing of any planned
investigational new drug application or new drug application; (xv)
Adicet's plans to research, develop and commercialize its current
and future product candidates; (xvi) Adicet's ability to enter into
new collaborations, and to fulfill its obligations under any such
collaboration agreements; (xvii) the clinical utility, potential
benefits and market acceptance of Adicet's product candidates;
(xviii) Adicet's commercialization, marketing and manufacturing
capabilities and strategy; (xix) Adicet's ability to identify
additional products or product candidates with significant
commercial potential; (xx) developments and projections relating to
Adicet's competitors and its industry; (xxi) the impact of
government laws and regulations; (xxii) Adicet's ability to protect
its intellectual property position; (xxiii) Adicet's estimates
regarding future revenue, expenses, capital requirements and need
for additional financing following the merger; and (xxiv) those
risks detailed in resTORbio's preliminary proxy
statement/prospectus/information statement filed with the SEC on
July 29, 2020 (and, when available,
resTORbio's definitive proxy statement/prospectus/information
statement), as well as discussions of potential risks,
uncertainties, and other important factors in resTORbio's
subsequent filings with the SEC. Any forward-looking statement
speaks only as of the date on which it was made. None of resTORbio,
Adicet, nor their 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.
Important Additional Information About the Merger and Where
to Find It
This communication relates to the proposed merger
transaction involving resTORbio and Adicet and may be deemed to be
solicitation material in respect of the proposed merger
transaction. In connection with the proposed merger transaction,
resTORbio has filed with the SEC a registration statement on Form
S-4 (the "Form S-4") that contains a preliminary proxy
statement/prospectus/information statement. The Form S-4 has not
yet become effective. After the Form S-4 is declared effective, a
definitive proxy statement/prospectus/information statement will be
mailed to the stockholders of resTORbio and Adicet. This
communication is not a substitute for the Form S-4, the definitive
proxy statement/prospectus/information statement or for any other
document that resTORbio may file with the SEC and or send to
resTORbio's stockholders in connection with the proposed merger
transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS OF RESTORBIO ARE URGED TO READ THE FORM S-4, THE
DEFINITIVE PROXY STATEMENT/ PROSPECTUS/INFORMATION STATEMENT AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT RESTORBIO, THE PROPOSED MERGER TRANSACTION AND
RELATED MATTERS. Investors and security holders will be able to
obtain free copies of the Form S-4, the definitive proxy
statement/prospectus/information statement and other documents
filed by resTORbio with the SEC through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed by
resTORbio with the SEC will also be available free of charge on
resTORbio's website at www.restorbio.com, or by contacting
resTORbio's Investor Relations at 212-362-1200.
Participants in the Solicitation
resTORbio, Adicet and
their respective directors and certain of their executive officers
may be considered participants in the solicitation of proxies from
resTORbio's stockholders with respect to the proposed merger
transaction under the rules of the SEC. Information about the
directors and executive officers of resTORbio is set forth in the
preliminary proxy statement/prospectus/information statement, which
was filed with the SEC on July 29, 2020, and in
subsequent documents filed with the
SEC. Additional information regarding the persons who may
be deemed participants in the proxy solicitations and a description
of their direct and indirect interests, by security holdings or
otherwise, will also be included in the Form S-4, the definitive
proxy statement/prospectus/information statement and other relevant
materials to be filed with the SEC when they become available. You
may obtain free copies of this document as described above.
No Offer or Solicitation
This communication does
not constitute an offer to sell or the solicitation of an offer to
buy any securities nor a solicitation of any vote or approval with
respect to the merger or otherwise. No offering of securities shall
be made except by means of a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended, and
otherwise in accordance with applicable law.
Adicet Bio., Inc.
Investor and Media
Contact
Anne Bowdidge
abowdidge@adicetbio.com
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SOURCE Adicet Bio, Inc.
