Announcement • Nov 02
Morphogenesis, Inc. cancelled the acquisition of CohBar, Inc. (NasdaqCM:CWBR) in a reverse merger transaction.
Morphogenesis, Inc. executed a term sheet to acquire CohBar, Inc. (NasdaqCM:CWBR) in a reverse merger transaction on March 2, 2023. Morphogenesis, Inc. entered into a definitive agreement to acquire CohBar, Inc. for approximately $130 million in a reverse merger transaction on May 22, 2023. Subject to the terms and conditions of the merger agreement, at the closing of the merger, (a) each then-outstanding share of common stock of Morphogenesis (other than shares held in treasury and Dissenting Shares) will be converted into and become exchangeable for a number of shares of common stock for the Exchange Ratio of 0.3114, (b) each then-outstanding option to purchase Morphogenesis Common Stock will be assumed and converted by CohBar into an option to purchase shares of CohBar Common Stock, subject to certain adjustments, and (c) each then-outstanding warrant to purchase shares of Morphogenesis Common Stock will be converted into and exchangeable for a warrant of like tenor entitling the holder to purchase shares of CohBar Common Stock, subject to certain adjustments. Additionally, CohBar stockholders of record and certain warrant holders will receive a contingent value right, or CVR. Holders of the CVR will be entitled to receive certain payments from net proceeds received by CohBar, if any, related to the disposition of our legacy mitochondrial assets for a period of three years following the closing of the merger. Pre-merger CohBar equityholders are expected to collectively own approximately 15% and pre-merger Morphogenesis equityholders are expected to collectively own approximately 77%, respectively, of the common stock of CohBar on a pro forma basis (assuming the exercise of all in-the-money warrants and options then outstanding). The combined company is expected to operate under the name “TuHURA Biosciences, Inc.” and to trade on The Nasdaq Capital Market (“Nasdaq”). Combined company will operate under the name “TuHURA Biosciences, Inc.” If merger agreement terminated CohBar, then CohBar shall pay to Morphogenesis, a nonrefundable fee in an amount equal to $1,000,000. If merger agreement terminated Morphogenesis, then Morphogenesis shall pay to CohBar, a nonrefundable fee in an amount equal to $3,000,000. Following the merger, the combined company will be headquartered in Tampa, Florida, and the executive officers are expected to be James Bianco, MD as Chief Executive Officer, and Dan Dearborn, CPA as Chief Financial Officer. The merger agreement provides that the board of directors of the combined company will be composed of seven members, with five members initially designated by Morphogenesis and two members initially designated by CohBar. Existing Morphogenesis team to lead combined company.The merger agreement is subject to stockholder approval of both companies, Effectiveness of Registration Statement, Nasdaq listing, CohBar Closing Cash being no less than $4 million, the number of shares of Morphogenesis Common Stock issuable upon the exercise of the Morphogenesis Warrants as of immediately prior to the Effective Time being not more than 30,000,000 shares of Morphogenesis Common Stock, Lock-Up Agreements and other customary closing conditions. The merger agreement has been approved by the boards of directors of both companies. The transaction is expected to close in the third quarter of 2023. Ladenburg Thalmann & Co., Inc. acted as exclusive financial advisor and Ryan A. Murr and Branden C. Berns of Gibson, Dunn & Crutcher LLP acted as legal advisors and due diligence provider to CohBar. H.C. Wainwright & Co. acted as exclusive financial advisor and Curt P. Creely and Garrett F. Bishop of Foley & Lardner LLP acted as legal advisors to Morphogenesis. Ladenburg Thalmann & Co. acted as fairness opinion provider to CohBar. Ladenburg Thalmann & Co. Inc. and Marcum LLP acted as due diligence providers to CohBar. H.C. Wainwright & Co., LLC acted as due diligence provider to Morphogenesis. Ladenburg is acting as CohBar’s financial advisor in connection with the Merger and received an upfront fee of $150,000, which is not contingent of the consummation of the Merger or creditable against any other fees to be received by Ladenburg. Ladenburg will receive an additional fee of $1,100,000 for its services pursuant to the terms of the Ladenburg Engagement Letter, which is contingent upon the consummation of the Merger. Ladenburg has received a separate fee of $250,000 for rendering the Opinion, which was not contingent on the consummation of the Merger. TSX Trust Company and American Stock Transfer & Trust Company, LLC acted as CohBar’s transfer agent. CohBar has retained Morrow Sodali LLC to assist in soliciting proxies for a fee of approximately $40,000 plus reimbursement of out -of-pocket expenses.Morphogenesis, Inc. cancelled the acquisition of CohBar, Inc. (NasdaqCM:CWBR) in a reverse merger transaction on November 1, 2023. On October 30, 2023, CohBar and Morphogenesis received oral guidance from Nasdaq on the initial listing application indicating that the structure proposed by the parties would not receive approval. As of October 31, 2023, CohBar had not received approval of the initial listing application from Nasdaq. On October 31, 2023, the board of directors of CohBar, in consultation with management and after careful consideration, determined that there was not a viable path forward to consummate the Merger primarily due to the oral guidance received from Nasdaq.