1. Date and time that the Company disclose its financial or business information to the public: 8 pm on Sep 28, 2020
2. Location that the Company disclose its financial or business information to the public: Taipei Exchange
3. Financial/Business data to be disclosed: Announcement on board of directors’ resolution items
4. Content of press release, if provided:
On Sep 28, board of director passed the resolution of capital increase by issuance of shares to exchange common stock of Amaran Biotechnology Inc. (hereinafter refer to as ‘Amaran’) to strength research process and cooperation of both companies. Additionally, board of directors has resolved several critical issues on future development, all details are provided below.
(1) Board of advisors has resolved to increase capital by issuance of shares, 10,693 thousand OBI common shares are exchanged with 53,466 thousand Amaran common shares. After share exchange, OBI will hold 67% of Amarn stocks.
OBI is a diverse cancer new drug research company. All active immunotherapies in OBI have already been on human clinal stages, and Amaran is our raw material manufacturer of active immunotherapy. The purpose is to achieve resources sharing for strengthening cooperation between OBI and Amaran by ensuring the current stage of clinical supplies, consistent and stable quality and supplies after launching, fully preparing for regulatory inspection before launching, and strengthening OBI CMC manufacturing technologies, QA/QC and development ability.
On the agreement of merger and acquisition (M&A) arrives at 1 share of OBI common stocks for 5 shares of Amaran common stocks. The calculation is according to fair price on publish securities market for OBI shares and Amaran internal financial statement audited by accountants. The contract was drawn up based on the considerations of finance, operation, location of companies, company values, company’s market prices, products, technologies, and the third-party evaluation of Amaran business values. An independent accountant also reviewed and approved the related financial documents and provided appraisal of reasonable share exchange rate. The start date of share exchange is on Nov 30, 2020, if case is approved.
(2) Given that the huge potential in China cancer therapy market, OBI decided to cooperate with Delos Advisors Limited (hereinafter refer to as ‘Delos’), who has profound experiences in China new drug research environment and market. The purposes are to push forward OBI local research strategies in China and to accelerate the expansion of OBI cancer therapeutics products into Chinese market.
OBI will license out the Chinese Intellectual property rights (including Hong Kong and Macao) of Globo-H targeted cancer therapies, OBI-833 (Globo H-DT active immunotherapy), OBI-888 (Globo H passive immune monoclonal antibody), and OBI-999 (Globo H antibody drug conjugate), to new established company via Delos to proceed the clinical research and development.
Chairman or appointed person will proceed the contract negotiation and signing processes according to the licensing conditions resolved by board of directors. As planned, licensing agreement terms included, agreement fee, milestone payments for research and retails, and royalty calculated by % of net sales. Agreement fee and partial research milestone payment will pay with shares of the new established company. A formal announcement will be made after agreement is signed.
The purpose of this cooperation to centralize existing resources on executed clinical projects to spread the risk of research. To avoiding resource crowding out effect to affect the original research timeline, looking for partners who are familiar with new drug development environment and market in China for co-development is a need.
Delos is a venture capital based in Hong Kong, focusing global biomedical investment. Website of the company: www.deloscapital.com. OBI chairman, Michael Chang, and director, Frank Chen, will be partners of Delos.
The market of cancer therapy in China has a great potential in growth. In the past few years, huge reformation in medical regulatory quicky promotes new drug research. Especially under the support of Capitalism, the Chinese market for cancer new drug is now at Golden period of development. Delos sees the potential in OBI Globo H targeted anticancer products and hopes to catch the opportunity by cooperating with OBI. Delos forms a new team relied on their profound experiences on Chinese new drug research and regulatory policies to proceed research in local level and market expansion for OBI licensed products, pursing future potential value in China. Simultaneously, OBI is hoping the licensing products as the base to support independent operation of the new built company to become a multitarget and multi-product company leading immunotherapy platform in China. Excepting to return the profit to OBI shareholders.
(3) OBI board of directors has resolved to license the DNA sequence of the monoclonal antibody targeting Globo H, OBI-888, to AP Bioscience Inc. (hereinafter refer to as ‘AP Bio’) for development of potential bispecific cancer therapy. Licensing item limits to OBI-888+CD3/CD137.
Bispecific antibody drug is one of the mainstreams in new generation antibody drug. Currently, only a few bispecific antibody drugs, none of them are Globo H targeted, are successfully launched. To be competitive in global level, OBI invests into development at early stage. Therefore, the board of directors passed the licensing of OBI-888.
Bispecific antibody contains two different antigen binding sites. One is targeting antigen on cancer cells (eg. Globo H), and the other is targeting effective cells of immune response (eg. CD3 on T cells). Bispecific antibody reduces the distance between cancer cells and T cells to achieve therapeutic effect by activating cytotoxicity of T cells to kill cancer cells.
AP Bio employs the specificity of the antibody drug for platform development. AP bio can develop a potential cancer therapeutic bispecific antibody drug by optimizing an effective antibody from all human antibody library targeting CD3/CD137, combined with OBI Globo H targeting monoclonal antibody drug, OBI-888.
Chairman or appointed person will proceed the contract negotiation and signing processes complied with the licensing conditions resolved by board of directors. A formal announcement will be made after contract signing. Licensing condition includes, contract fee, milestone payments for research and retails, and royalty calculated by % of net sales.
5. Any other matters that need to be specified: New drug development is a long process associated with high costs. It is not a guaranteed success, which may increase the risk of investment. Investors shall make prudent judgments and investments.