CohBar and Morphogenesis will morph into TuHURA Biosciences in an all-stock transaction that will see the newly formed, publicly held company work on addressing the major limitations of existing immuno-oncology treatments.
After “a thorough review and evaluation,” CohBar’s leadership decided it was time to make a change, and the merger with Morphogenesis “represents the best path forward for our stockholders and has the potential to deliver near and long-term value,” CohBar’s CEO Joseph Sarret, M.D., said in a Tuesday statement.
The new company will be focused around Morphogenesis’ assets, which include technologies to address the obstacles that limit the effectiveness of current immunotherapies. The privately held biotech has two platforms: The first is called Immune Fx and develops personalized cancer vaccines while the second is focused on Tumor Microenvironment Modulators. The former is the furthest advanced, with Morphogenesis preparing for a phase 2/3 study of IFx-Hu2.0 combined with Merck & Co.’s Keytruda in first-line advanced Merkel cell carcinoma. The trial is expected to be underway in 2024.
“Our board and management team believe that the combined company will be well-positioned to develop powerful new therapies with the potential to overcome resistance to current immunotherapies, an area of significant unmet need,” Sarret said.
The exact financial terms of the deal, which is expected to close in the third quarter, were not disclosed. But CohBar shareholders will receive a dividend at the closure of the merger, and certain pre-merger shareholders will also receive a contingent value right for payments and proceeds received by the company from the disposition of any of its assets for a period of three years post-merger. CohBar shareholders will hold 15% of the new company while Morphogenesis equity holders will have 77%.
CohBar has also entered into a stock purchase agreement with an existing Morphogenesis investor for a $15 million private placement. The funds will be used to advance the new company’s pipeline, providing a cash runway through 2024. Both companies’ boards have approved the merger agreement, however, the deal is subject to stockholder approval.
Prior to the merger, CohBar was working with mitochondria and the peptides encoded in its genome to develop therapies for chronic and age-related diseases. The company had one asset in the clinic, CB4211 for obesity and nonalcoholic steatohepatitis, or NASH, plus CB5138 analogs in preclinical development for idiopathic pulmonary fibrosis and other fibrotic diseases.
TuHURA will be headquartered in Tampa, Florida, when the deal closes, with Morphogenesis CEO James Bianco, M.D., taking the reins.