In March 2015, Mustang entered into an Exclusive License Agreement with COH (the “Original COH License”) to acquire intellectual property rights pertaining to CAR-T technology. On February 17, 2017, Mustang and COH amended and restated the Original COH License in connection with the covered patents by entering into three separate amended and restated exclusive license agreements, one relating to CD123, one relating to IL-13 and one relating to the spacer technology, which amended the Original COH License in certain other respects and collectively replace the Original COH License in its entirety. The total potential consideration payable to COH by Mustang, in equity or cash, did not, in the aggregate, change from the Original COH License.

On February 17, 2017, Mustang entered into an exclusive license agreement (the “IV/ICV Agreement”) with COH to acquire intellectual property rights in patent applications related to the intraventricular and intracerebroventricular methods of delivering T cells that express CARs. Pursuant to the IV/ICV Agreement, Mustang will pay COH an upfront fee of $0.1 million within 30 days of the effective date of the IV/ICV Agreement, in addition to an annual maintenance fee. COH is eligible to receive milestone payments totaling approximately $0.1 million, upon and subject to the achievement of certain milestones. Royalty payments in the low single digits are due on net sales of licensed products and revenue from sublicenses.

Private Placement Financing

 

On January 31, 2017, Mustang completed the final closing of its private placement raising gross proceeds of $55.5 million in that closing, before expenses, for which OPN Capital Markets, the healthcare-related investment banking and research division of NSC (a related-party) was the placement agent and received a fee of $5.5 million or approximately 10% of the gross proceeds. In addition, the placement agent received 853,667 warrants or approximately 10% of the shares issued in the final closing. The financing involved the sale of units, each consisting of 10,000 shares of common stock and a warrant exercisable for 2,500 shares of common stock at an exercise price of $8.50 per share, for a total price of $65,000 per unit. The warrants have a five-year term and are only exercisable for cash. Mustang issued 8,536,774 unregistered shares of common stock and 2,134,193 warrants in connection with the final closing of Mustang’s private placement. Subsequent to this closing Fortress’ ownership in Mustang approximates 40%.

 

COH Issuance of Shares

 

In February 2017, Mustang issued 293,588 shares of Mustang common stock valued at $5.73 per share or $1.7 million to COH. This grant was made pursuant to the Amended License Agreement, which provides for the issuance of the additional shares in Mustang’s common stock rather than Class A common shares. The issuance of the shares was effective October 2016.

 

Advisory Agreement with Caribe BioAdvisors, LLC, a Related Party

 

On December 30, 2016, Mustang’s board of directors unanimously approved and authorized the execution of an advisory agreement dated January 1, 2017 (the “Advisory Agreement”) with Caribe BioAdvisors, LLC (the “Advisor”), owned by Michael S. Weiss, the Chairman of the Board of Mustang, to provide the board advisory services of Mr. Weiss as Chairman of the Board. Pursuant to the Advisory Agreement, the Advisor will be paid an annual cash fee of $60,000, in addition to any and all annual equity incentive grants paid to members of the Board of Mustang.

Cyprium 

 

Effective March 10, 2017, the Company and Cyprium entered into a Founders Agreement and a Management Services Agreement.

 

On March 13, 2017, Cyprium entered into a Cooperative Research and Development Agreement (CRADA) with the Eunice Kennedy Shriver National Institute of Child Health and Human Development (“NICHD”), part of the NIH, to advance the clinical development of Phase 3 candidate CUTX-101, a Copper Histidinate injection, for the treatment of Menkes disease. Also effective March 13, 2017, Cyprium and the NICHD entered into a worldwide, exclusive license agreement to develop and commercialize adeno-associated virus (AAV)-based gene therapy, called AAV-ATP7A, to deliver working copies of the copper transporter that is defective in Menkes patients and to be used in combination with CUTX-101.

 

 

Effective January 1, 2017, the Company and Caelum entered into a Founders Agreement and a Management Services Agreement.

 

On January 1, 2017, Caelum also entered into an Exclusive License Agreement with Columbia University to secure worldwide license rights to CAEL-101 (11-1F4), a chimeric fibril-reactive monoclonal antibody (mAb) being evaluated in a Phase 1a/1b study for the treatment of amyloid light chain amyloidosis.

 

 

On December 30, 2016, Checkpoint’s board of directors unanimously approved and authorized the execution of an advisory agreement dated January 1, 2017 (the “Advisory Agreement”) with Caribe BioAdvisors, LLC (the “Advisor”), owned by Michael S. Weiss, the Chairman of the Board of Checkpoint, to provide the board advisory services of Mr. Weiss as Chairman of the Board. Pursuant to the Advisory Agreement, the Advisor will be paid an annual cash fee of $60,000, in addition to any and all annual equity incentive grants paid to members of the Board of Checkpoint.