Celyad Oncology announces $ 32.5 million private placement with Fortress Investment Group


MONT-SAINT-GUIBERT, Belgium, December 03, 2021– (COMMERCIAL THREAD) – Regulatory news:

Celyad Oncology SA (Euronext & Nasdaq: CYAD) (“Celyad” or the “Company”), a clinical-stage biotechnology company focused on the discovery and development of T-antigen (CAR T) therapies for cancer, today announced ‘hui that it entered into a subscription agreement with a subsidiary of Fortress Investment Group (this “Fortress” subsidiary) for the private placement of 6,500,000 common shares for gross proceeds of $ 32.5 million (approximately $ 28.7 million). millions of euros). The subscription will take place within the framework of the authorized capital and its closing is scheduled on or around December 8, 2021, subject to satisfaction of the usual closing conditions.

Pursuant to the terms of the private placement, the Company will issue the ordinary shares at a price of USD 5.00 (approximately EUR 4.42) per share, which represents a premium of 18.5% over the volume weighted average price. to 30 days (“VWAP”). The Company intends to use the net proceeds of the private placement to fund research and development expenses, including the clinical development of its allogeneic CAR T candidates CYAD-101 and CYAD-211, to advance the current pipeline of CAR T preclinical candidates, to discover and develop additional preclinical product candidates using its proprietary, unmodified short hairpin RNA (shRNA) technology platform, as well as for working capital, other general corporate objectives and the improvement of the intellectual property of the Company.

Following the transaction, Fortress will own 28.8% of the shares of the Company.

Filippo Petti, CEO of Celyad Oncology, commented: “This transformative investment is an important stepping stone for the Company and further strengthens our corporate initiatives to advance our new allogeneic CAR T product candidates. In addition, Fortress’s expertise in the field of intellectual property further validates our robust patent portfolio and emphasizes our position in the field of allogeneic CAR T. Funding for growth will be critical for us to expand our current allogeneic CAR T pipeline by continuing to leverage our differentiated, genetically-modified technologies and our armored CAR T franchise.

“Celyad Oncology offers a unique option around its technology and intellectual property,” said Christopher LiPuma, director of Fortress. “In particular, the company’s strong intellectual property position around allogeneic CAR T stands out as a key asset that we believe will provide the basis for the company to strategically develop both new cell therapy candidates and potential partnerships within exciting out-of-the-box cell therapy. countryside.”

SVB Leerink acted as exclusive placement agent for the private placement, Goodwin Procter LLP and Harvest acted as legal counsel to the Company. Skadden, Arps, Slate, Meagher & Flom LLP and Eubelius acted as legal advisers to Fortress.

The Company believes that after the closing of the private placement, its existing cash and cash equivalents combined with access to the share purchase agreement entered into with Lincoln Park Capital Fund, LLC should be sufficient, based on current scope of activities, to fund operating expenses and capital expenditure needs through the first half of 2023.

As part of this investment, Fortress and the Company entered into a shareholders’ rights pact. Pursuant to this agreement, Fortress will be subject to a customary lock-in and standstill obligation, in each case for nine months following the closing of the private placement. In addition, as long as Fortress holds 10% of the Company’s shares, it will benefit from a right of first offer on any new debt to be contracted by Celyad and on any new equity securities to be issued, in proportion to its participation, as well as the right to appoint two people to the board of directors of Celyad. In addition, as long as Fortress owns 15% or more of the outstanding shares of the Company, certain intellectual property transactions will be submitted to a 90% majority of the board of directors for approval. Celyad will propose an amendment to its statutes to reflect this qualified right.

The securities to be issued under the private placement have not been registered under the Securities Act of 1933 or applicable state securities laws and may not be offered or sold in the United States without registration under the Securities Act or applicable exemption from these registration requirements. The Company has accepted customary registration rights covering the resale of common shares (in the form of US depository shares) sold under the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, and there will be no sale of the securities in any State in which such an offer, solicitation or sale would be illegal before ‘registration or qualification. under the securities laws of that state. Any offer of securities under the resale registration statement will be made only by means of a prospectus.

About Celyad Oncology SA

Celyad Oncology SA is a clinical-stage biotechnology company focused on the discovery and development of chimeric T (CAR T) antigen therapies for cancer. The Company is developing a pipeline of candidates for allogeneic (ready-to-use) and autologous (personalized) CAR T cell therapy for the treatment of hematologic malignancies and solid tumors. Celyad Oncology was founded in 2007 and is based in Mont-Saint-Guibert, Belgium and New York, NY. The Company has received funding from the Walloon Region (Belgium) to support the advancement of its CAR T cell therapy programs. For more information, please visit www.celyad.com.

Forward-looking statements

This press release may contain forward-looking statements, within the meaning of applicable securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding: the early closing of the private placement, use of proceeds from the placement and cash flow track of Celyad Oncology. Forward-looking statements may involve known and unknown risks and uncertainties which could cause the actual results, financial condition, performance or achievements of Celyad Oncology to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties can be found in Celyad Oncology’s Securities and Exchange Commission (SEC) filings and reports, including the latest Annual Report on Form 20-F filed with the SEC and subsequent filings and reports by Celyad. Oncology. These forward-looking statements speak only as of the date of publication of this document and actual results of Celyad Oncology may differ materially from those expressed or implied by these forward-looking statements. Celyad Oncology expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations in this regard or any change in the events, conditions or circumstances upon which such statement is based, except as required by law. law or regulation.

See the source version on businesswire.com: https://www.businesswire.com/news/home/20211202006013/en/

Contacts

Investors and media:
Sara zelkovic
Communication & Investor Relations Director
Celyad Oncology
[email protected]

Daniel Ferry
General manager
LifeSci Advisors, LLC
[email protected]


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