Biotech Values

[DewDiligence]

TORC reverse-merges into (private) Adicet Bio—a company developing allogeneic CAR-T therapies:

https://www.globenewswire.com/news-release/2020/04/29/2024073/0/en/resTORbio-and-Adicet-Bio-Announce-Merger-Agreement-to-Advance-Allogeneic-Gamma-Delta-CAR-T-Cell-Therapy-Technology.html

resTORbio, Inc. and Adicet Bio, Inc., a privately-held biopharmaceutical company, today announced that they have 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. Adicet’s lead candidate, ADI-001, is a gamma delta CAR-T cell therapy targeting CD20 being developed for non-Hodgkin’s lymphoma. Adicet has a pipeline of differentiated pre-clinical and discovery programs leveraging its universal, off-the-shelf gamma delta CAR-T cell platform.

…On a pro forma basis, Adicet equityholders are expected to own approximately 75% of the combined company and current resTORbio equityholders are expected to own approximately 25% of the combined company.

The parties anticipate that the combined company’s primary focus will be to advance Adicet’s unique cell therapy platform. The parties anticipate that the combined company will continue the development of RTB101, resTORbio’s small molecule product candidate that is a potent inhibitor of target of rapamycin complex 1 (TORC1), for a COVID-19 related indication, with clinical data expected by Q1 2021.

The terms of the merger agreement contemplate that a contingent value right (a “CVR”) will be distributed to resTORbio stockholders as of immediately prior to the effective time of the merger, entitling CVR holders to receive net proceeds from the commercialization, if any, received from a third party commercial partner of the product candidate RTB101.