CPMV 8-K
Mosaic ImmunoEngineering Inc. (CPMV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| |
| |||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices, and zip code)
Registrant’s telephone number, including
area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD |
On April 29, 2024, the Company issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Furthermore, Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events |
On April 26, 2024, Mosaic ImmunoEngineering, Inc. a Delaware corporation (the “Company” or “Mosaic”), entered into a binding term sheet (the “Binding Term Sheet”) with Oncotelic Therapeutics, Inc. (“Oncotelic”) whereby the Company intends to acquire certain rights to technologies from Oncotelic, including its clinical stage necroptosis cancer therapies associated with Oncotelic’s vascular disruptive agents (“VDAs”) and related regulatory and clinical packages. The Company will also have access to Oncotelic’s proprietary Artificial Intelligence (“AI”) technologies for identifying immunotherapy combinations. In exchange for the rights to these technologies, the Company would issue Oncotelic shares of its common stock valued at $15.0 million upon execution of the definitive agreement, or a combination common stock and preferred stock to be determined by the parties, along with additional milestones allowing Oncotelic to earn up to an additional $15.0 million in shares of common stock that would be valued at the time of issuance, if earned.
In addition, under the Binding Term Sheet, (i) Mosiac would continue the development work necessary to achieve the mutually agreed upon milestones upon the requisite funding, (ii) Oncotelic will provide a loan to Mosaic to cover certain operational costs of the Company through June 1, 2024, (iii) Oncotelic will assist the Company in potentially raising initial funding to support the technologies of $2 million, and (iv) in the event the Company is unable to raise the requisite funding, then the transaction may proceed to a reverse acquisition/merger, with conditions typical of such a transaction.
Pursuant to the Binding Term Sheet, the parties agreed to negotiate in good faith towards the execution of the Definitive Agreements and the closing of the transactions contemplated thereby, which will be subject to customary due diligence and other conditions as described in the Binding Term Sheet.
The foregoing summary of the Binding Term Sheet does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Binding Term Sheet dated April 26, 2024 | |
| 99.1 | Press Release issued by Mosaic ImmunoEngineering, Inc. on April 29, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mosaic ImmunoEngineering, Inc. | ||
| Date: April 29, 2024 | By: /s/ Steven King | |
| Steven King | ||
| President and Chief Executive Officer, Director |
| 2 |
Exhibit 10.1
| CONFIDENTIAL | April 26, 2024 |
Oncotelic Therapeutics, Inc.
Vuong Trieu
29397 Agoura Rd, Suite 107
Agoura Hills, CA 91301
Dear Vuong:
This letter, together with the attached binding term sheet attached hereto, sets forth our mutual understanding regarding a possible commercial relationship referred to as the “Transaction” between Mosaic ImmunoEngineering, Inc., a Delaware corporation (“Mosaic”) and Oncotelic Therapeutics, Inc., a Delaware corporation (“Oncotelic”). It is understood that any such transaction is subject to our mutual agreement on terms through a definitive document entered into by Mosaic and Oncotelic formalizing the Transaction.
1.Terms. Attached as Exhibit A to this letter is a summary of the terms of the Transaction (“Term Sheet”). The Term Sheet does not purport to include all conditions, covenants, representations, warranties and other terms that would be contained in definitive documents for the Transaction. However, this letter confirms each parties agreement to use commercially reasonable efforts to negotiate and enter into definitive agreements for the Transaction in accordance with the terms set forth on the Term Sheet.
2.Due Diligence. Subject to execution of mutually satisfactory confidentiality agreements, Mosaic and Oncotelic each agree to provide representatives of other, and its accounting, legal and other advisers, with reasonable access to the information that such party reasonably requests for purposes of evaluating the Transaction. Each party shall commence due diligence upon the signing of this letter and complete such due diligence within 30 days of the signing of this letter. Each party shall cause its employees, officers, directors, consultants, representatives, advisors and agents to, cooperate with the other party in its due diligence review.
3.Miscellaneous. This letter may be signed in counterparts, all of which shall constitute the same agreement, and shall be governed by the substantive laws of California. This offer, unless accepted, will expire at 5:00 p.m. Pacific time, on May 1, 2024.
If the foregoing is in accordance with your understanding, please sign this letter in the space indicated below.
Very truly yours,
MOSAIC IMMUNOENGINEERING, INC.
/s/ Steven King
Steven King
President and CEO
9114 Adams Avenue, #202, Huntington Beach, CA 94646
www.mosaicie.com | [email protected]
The foregoing is hereby
Agreed to and accepted:
ONCOTELIC THERAPEUTICS, INC.
By /s/ Vuong Trieu
Its CEO
Date 4/26/2024
| 2 |
EXHIBIT A
TERMS FOR THE TRANSACTION
| Effective Date | April 26, 2024 | |
| Transaction: | Mosaic will acquire from Oncotelic certain assets and technologies described below (the “Oncotelic Technologies”) in exchange for equity interests in Mosaic as part of a transaction (the “Transaction”). The parties will explore the most tax advantageous structure for the Transaction. | |
| Acquisition of Oncotelic Technologies: |
Mosaic will acquire the Oncotelic Technologies in exchange for 47,923,322 unregistered shares of common stock of Mosaic (the “Consideration”) valued at $15.0 million based on a price of $0.313 being the closing share price of Mosaic’s common stock on the date that is one day prior to the Effective Date. If necessary to complete the Transaction, Mosaic shall issue Oncotelic shares of convertible preferred stock for a portion of the Consideration. The rights, privileges and preferences for the preferred stock shall be defined in the definitive agreement, if applicable.
In addition, Mosaic shall pay to Oncotelic additional Consideration in the form of an earn out based on achievement of mutually acceptable milestones to be achieved within 4 years (i.e. licensing transaction(s) resulting in at least an additional $15.0 million in aggregate cash proceeds received by the Company) to be agreed and reflected in the definitive agreements for the transaction. The amount of the earnout Consideration shall be up to $15.0 million which shall be payable in additional shares of common stock of Mosaic valued at the time of issuance. | |
| Oncotelic Technologies | The Oncotelic Technologies to be transferred include components related to Necroptosis Cancer including: 1) a license to CA4P for direct intratumoral administration, all veterinary applications and all ocular disease applications including all regulatory, CMC, clinical and nonclinical data packages submitted to any regulatory authorities including but not limited to the FDA, EMA, Health Canada and the MHRA for CA4P; and 2) non-exclusive access to AI technologies and IP for the development of CA4P for these indications including biomarker and patient selection. | |
|
Development Activities: |
Mosaic will continue the development work necessary to achieve the mutually agreed upon milestones which will include an annual budget of $2.0 – $2.5 million. The specifics of the budget will be mutually agreed upon between Mosaic and Oncotelic. | |
| Representations and Warranties: | The definitive agreements for the Transaction will contain representations, warranties and covenants of Oncotelic and Mosaic customary for transactions of this nature. | |
| Fees and Expenses: | The respective fees and expenses including financial adviser, broker, legal, accounting and other fees shall be included in the annual budget. |
| A-1 |
| Other Covenants: | 1) |
Oncotelic will advance to Mosaic the mutually agreed upon cost of Mosaic’s annual audit and operational costs of Mosaic until June 1st, 2024. Payments will be made following receipt of invoices. Such payments shall be treated as a loan, and shall be repaid in cash upon the closing of a financing raising at least $2.0 million or repaid with additional shares of common stock of Mosaic (valued at the time of such issuance), as requested by Oncotelic. | ||
| 2) | Mosaic will use commercially reasonable efforts to seek to raise $2.0 million in an equity financing to fund its annual budget and operating costs. Oncotelic will cooperate with Mosaic in its financing efforts, including attending meetings and providing technical support related to the Oncotelic Technologies. | |||
| 3) | In the event that Mosaic is unable to secure an equity financing in an amount sufficient to support ongoing operations, the transaction will proceed as a reverse merger of an Oncotelic subsidiary into Mosaic, as well as the transition of management, board of directors and assumption of Mosaic’s liabilities as is typical in a reverse merger. Mosaic will use reasonable best efforts within its control to convert existing liabilities of Mosaic into shares of common stock of Mosaic, provided such conversion has no tax consequences to liability holders. | |||
| Expiration and Conditions: | This Term Sheet shall be considered binding and shall expire on the earlier of (1) the execution and delivery of mutually acceptable definitive agreements for the Transaction or (2) 90 days from the Effective Date. In addition, the execution of definitive agreements and the consummation of the Transaction on the terms set forth in the Term Sheet is subject to the following conditions: | |||
| · | Each party’s satisfaction with its due diligence review of the other party’s business and operations. | |||
| · | The negotiation of mutually acceptable definitive agreements for the Transaction. | |||
| · | The approval of each party’s shareholders to the extent required by applicable corporate law or securities regulation, including the rules of any applicable stock exchange. | |||
| · | Mosaic receiving waivers from at least 90% of its convertible note holders under Section 4 of the Convertible Note Purchase Agreement, whereby holders would agree to waive any payment due in cash due upon a “Corporate Transaction”, as defined therein. | |||
| Either party may terminate this Term Sheet upon failure of one or more of the forgoing conditions. | ||||
| A-2 |
Exhibit 99.1
Mosaic ImmunoEngineering Agrees to Acquire Clinical Necroptosis Cancer Therapy Assets from Oncotelic Therapeutics, Inc.
—The clinical assets to be acquired include cancer and ocular disease programs, including regulatory and clinical packages and access to Oncotelic’s AI platform for identifying immunotherapy combinations —
Huntington Beach, Calif., April 29, 2024 – Mosaic ImmunoEngineering, Inc. (“Mosaic” or the “Company”), (OTCPK: CPMV), a development-stage biotechnology company focused on the development of novel immunotherapies to treat and prevent cancer, today announced the signing of a binding term-sheet with Oncotelic Therapeutics, Inc. (OTCQB:OTLC) (“Oncotelic”), under which Mosaic intends to acquire rights to certain of Oncotelic’s clinical stage necroptosis cancer therapies associated with Oncotelic’s vascular disruptive agents (“VDAs”). Oncotelic’s VDA necroptosis therapeutics are expected to work by disrupting tumor blood flow resulting in immunogenic tumor cell death through “death receptor” activation, which can result in a robust anti-cancer immune response. In addition to the clinical stage assets, Mosaic will have non-exclusive access to Oncotelic’s proprietary AI technologies for identifying immunotherapy combinations.
Pursuant to the term-sheet, Mosaic will issue Oncotelic shares of its common stock valued at $15.0 million upon execution of the definitive agreement, or a combination common stock and preferred stock to be determined by the parties, along with additional milestones allowing Oncotelic to earn up to an additional $15.0 million in shares of common stock valued at the time of issuance, if earned. The Mosaic team, which has broad experience in bringing oncology and orphan drug products to market with combined experience with well over 30 FDA and worldwide product approvals, will be responsible for advancing the development of the technologies. Oncotelic and Mosaic will work closely to ensure a smooth transfer of the technologies from Oncotelic to Mosaic. Oncotelic will provide short-term financial support for the program while the teams work together to achieve both short-term and long-term financing goals.
The binding term sheet is subject to customary due diligence requirements and other conditions, including but not limited to, obtaining appropriate shareholder approval for the transaction.
"We are very pleased to have this opportunity to bring clinical stage assets into the company as we look to build a pipeline of oncology products with the potential to treat multiple types of cancer. In particular, the necroptosis agents we are acquiring have promise in areas with high unmet medical need such as uveal melanoma and retinoblastoma. We look forward to working with the Oncotelic team to complete the transaction and to initiating the technology transfer process so that we can advance the program into new clinical trials." said Steven King, President and CEO of Mosaic.
“We are delighted to announce our collaboration with the distinguished team at Mosaic to advance our AI-driven necroptosis cancer therapies. Mosaic is well-equipped to rapidly develop and refine this groundbreaking technology. Together, we expect to deliver significant advancements in the field of oncology with this technology.” expressed Dr. Vuong Trieu, CEO of Oncotelic.
| 1 |
About Necroptosis Cancer Therapies
A recent approval of tumor infiltrating lymphocyte, or TIL cell therapy demonstrates how to manipulate patient immunity against cancer for lasting cure. However, TIL cell therapy is costly, time consuming and technologically challenging. Instead of driving TIL cells externally, Necroptosis Cancer Therapies drive innate TILs to the tumor. The key step is the induction of necrotic cell death and activation of death genes, exposing tumor-reactive antigens to initiate an immune response, activating antigen-presenting cells (APCs) to achieve large-scale antigen presentation, activating T-cells, inducing strong and sustained cytotoxic T lymphocyte responses, and ultimately triggering a TIL antitumor immune effect. Necroptosis Cancer Therapies can use Vascular Disrupting Agents (VDAs) in combination with Check-Point Inhibitors (CKIs) and other Immuno-Oncology (IO) agents to drive TIL cells to the tumor. Our VDAs can act as a component for the TIL/Necroptosis Cancer Therapies. The Necroptosis Cancer Therapies will be developed in conjunction with Artificial Intelligence (AI) technology using a list of proprietary death genes.
About Mosaic ImmunoEngineering, Inc.
Mosaic ImmunoEngineering, Inc. is a development-stage biotechnology company focused on advancing cancer therapies for areas of high unmet medical need. Mosaic’s management and board of directors’ team has broad experience in bringing oncology and orphan drug products to the market with a combined experience including well over 30 FDA and worldwide product approvals. For additional information about Mosaic, please visit www.MosaicIE.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, we are using forward-looking statements when we discuss Mosaic’s future operations and its ability to successfully advance the product candidates; the nature, strategy and focus of Mosaic’s business; and the development and commercial potential and potential benefits of any of Mosaic’s product candidates. Mosaic may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Because such statements deal with future events and are based on Mosaic’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of these forward-looking statements could differ materially from those described in or implied by the statements in this press release, including the uncertainties of: entering into a definitive agreement with Oncotelic, obtaining shareholder approval for the transaction with Oncotelic, successfully completing due diligence under the binding term sheet, raising sufficient capital or grant funding to advance the underlying product candidates under the binding term sheet, which may not be available on favorable terms or at all; advancing the VDA technology into clinical trials, the clinical development and regulatory approval of product candidates under the binding term sheet, including potential delays in the commencement; enrollment and completion of clinical trials; risks related to business interruptions, including but not limited to, the outbreak of new variants of COVID-19 coronavirus, which could harm Mosaic’s financial condition and increase its costs and expenses. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risks discussed in Mosaic's filings with the Securities and Exchange Commission. Except as otherwise required by law, Mosaic disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether, as a result of new information, future events or circumstances or otherwise.
Contact: Jay Carlson
Sr. Manager, Investor Relations
Mosaic ImmunoEngineering, Inc.
Strategic corporate inquiries can be sent to [email protected]
| 2 |