Bioblast Pharma announced the execution of a definitive agreement to acquire Enlivex Therapeutics Ltd., a VC-funded privately-held immunotherapy company. Upon closing of the transaction, the combined company will change its name to Enlivex Therapeutics Ltd., and its trading ticker will be modified appropriately. Enlivex Therapeutics is a private, venture-funded clinical stage immunotherapy company, developing an autologous and allogeneic drug pipeline for immune system rebalancing, which is critical for the treatment of life-threatening immune and inflammatory conditions which involve the hyper-expression of cytokines. Enlivex is developing a novel immunotherapy with a unique mechanism of action that targets clinical indications that are defined as "life-threatening with an unmet medical need". Under the terms of the merger agreement, a wholly owned subsidiary of Bioblast will merge with and into Enlivex, with Enlivex surviving the merger as a wholly owned subsidiary of Bioblast. Enlivex equity holders will receive ordinary shares of Bioblast upon closing of the merger. Upon closing, current Enlivex equity holders are expected to own approximately 96% of the combined company at the closing, and current Bioblast shareholders are expected to own approximately 4% of the combined company, in each case subject to customary adjustments and prior to any concurrent financing. Upon closing, current Bioblast shareholders will receive one contingent value right action by the shareholders of both companies, and those other closing conditions contained in the merger agreement.
Bioblast Pharma provided an update on business development activities as well as notice of an organization change that affects members of the board and management. As previously announced, the company is seeking a commercial partner for its investigational proprietary intravenous form of trehalose 90 mg/mL solution, which has been studied in humans with ocular pharyngeal muscular dystrophy and Spinocerebellar Ataxia Type 3. Although no partnership or other arrangement has been concluded, the company is working diligently to find such a partner, as well as to enter into a merger agreement with a third party. Bioblast CEO Fredric Price said, "Following a comprehensive review of all of our business activities, the board has determined that it is in the best interest of the company's shareholders to further reduce expenses and to turn over the business development process to a new board and a new CEO. Accordingly, effective July 31, I will be stepping down as chairman and CEO and will be leaving the board, along with the four independent members of the board. As part of the restructuring, Warren Wasiewski stepped down as the company's Chief Medical Officer. Dalia Megiddo, company co-founder, will remain on the board and will serve as the CEO and CMO.