Intec Pharma (NTEC) Announces Merger Agreement with Decoy Biosystems

March 15, 2021 8:01 AM EDT
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Intec Pharma Ltd. (NASDAQ: NTEC) entered into a definitive agreement for a business combination with Decoy Biosystems, Inc., a privately-held, preclinical-stage biotechnology company developing novel, multi-targeted products that safely prime both innate and adaptive anti-tumor and anti-viral immune responses.

The combined company will advance its immunotherapy platform to battle a variety of tumor types and chronic viral infections. Decoy previously held a pre-IND meeting with the FDA, currently plans to file an IND in the second half of 2021 and to initiate a Phase I clinical trial in 2022 targeting solid tumors and lymphomas.

"Decoy's bacteria-based platform is a novel modality which has the potential to dramatically change how we treat cancer and chronic viral diseases," said Dr. Roger Pomerantz, who is expected to become the Chairman of the Board of Directors of the combined company.

"This transformative transaction provides Intec with a robust clinical pipeline based on a novel immunotherapy platform and gives Intec entrée into the exciting area of immuno-oncology," said Jeffrey A. Meckler, Vice Chairman and Chief Executive Officer of Intec Pharma. "Our transition into immune-oncology leverages Intec's senior level expertise and offers an exciting, potential value-creating opportunity for our shareholders."

"Decoy's killed and non-pathogenic, bacteria-based immunotherapies are designed to work as a single agent as well as synergize with existing therapies to prime and activate both the innate and adaptive immune systems, inducing efficient immune responses with a wide safety margin. This novel approach has generated compelling results in standard pre-clinical tumor and chronic viral infection models, suggesting that the Decoy platform may overcome many of the the key challenges of previous immunotherapies," said Michael J. Newman, Ph.D., Founder and Chief Executive Officer of Decoy Biosystems. "We believe the planned merger with Intec Pharma is the right next step to facilitate the advancement of our first clinical candidate into human trials and accelerate the development of our unique immunotherapy platform to create best-in-class anti-tumor and anti-viral therapies for high unmet need indications."

Transaction Terms

Under the exchange ratio formula in the merger agreement, without taking into consideration the effect of the respective levels of cash and liabilities of each of Intec Pharma and Decoy, upon completion of the merger, the former Decoy stockholders are expected to own approximately 75% of the combined company, and the Intec shareholders are expected to own approximately 25% of the combined company, calculated on a fully diluted basis. The actual allocation will be subject to adjustment based on, among other things, Decoy's and Intec Pharma's net cash balance (including, in the case of Intec Pharma, any proceeds from any disposition of the Accordion Pill business) at the time of closing and the amount of closing financing raised, which will dilute securityholders of Decoy and Intec Pharma on a pro-forma basis.

The combined company is expected to be led by Jeffrey Meckler as Chief Executive Officer and Michael Newman as Chief Scientific Officer with Dr. Roger Pomerantz serving as Chairman. At closing, the combined company's board of directors is anticipated to consist of eight members, including five members of Intec Pharma's current board and three members of Decoy's current board.

The Board of Directors of both companies have approved the transaction. The merger is expected to close in the third quarter of 2021, subject to the approval of the shareholders of each company, the domestication of Intec Pharma to Delaware, the disposition of Intec's Accordion Pill business, the raising of closing financing, the continued listing of the combined company on Nasdaq, as well as customary closing conditions.

A more complete description of the terms and conditions of the transaction can be found in Intec Pharma's Form 8-K to be filed on March 15, 2021 with the SEC and in the merger agreement, which is filed as an exhibit to that Form 8-K.



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