The merger between Berkeley Heights-based Edge Therapeutics Inc. and North Brunswick-based PDS Biotechnology Corp. will create a new clinical-stage cancer immunotherapy company.
Under terms of the deal, all of PDS’s outstanding shares of common stock will be converted into Edge’s common stock. Immediately following the completed merger, former PDS security holders will own 70 percent of the combined company and existing Edge security holders will own 30 percent.
When the deal is complete, the merged company will operate under the PDS Biotechnology Corp. name and be given a new ticker symbol to trade on the NASDAQ.
“We believe that the proposed merger of PDS Biotechnology and Edge Therapeutics will create a combined company that can generate shareholder value through our proprietary Versamune platform and a promising pipeline of next generation immunotherapies targeting several cancer markets including the multibillion-dollar HPV-induced cancer market,” Frank K. Bedu-Addo, co-founder, CEO and president of PDS, said. “We expect that the combined company will have the financial resources and experienced leadership to accomplish our key near-term objectives: first, to initiate multiple late-stage clinical studies for our lead product candidate PDS0101; and second, to further advance our preclinical programs toward the clinic.”
The Versamune platform promotes the delivery of tumor-related antigens and activates immunologic signaling pathways that induce the priming and proliferation of killer T-cells, which are able to specifically attack and kill cancerous cells.
“Since announcing our plans to seek strategic alternatives for Edge Therapeutics, our priority has been to identify a merger candidate that we believe has the potential to continue our mission to help patients and to provide meaningful value to our stockholders,” Brian A. Leuthner, CEO and president of Edge, said.. “Following a rigorous evaluation and diligence process, the Edge Board of Directors has concluded that a merger with PDS Biotechnology, with a clinical-stage product candidate that has demonstrated the potential in patients to address important limitations of current immuno-oncology approaches, a growing development pipeline, and a novel next generation technology, offers an excellent opportunity to create such value. We believe that PDS represents an attractive merger partner for Edge as PDS prepares to advance multiple late-stage clinical programs through key milestones in 2019 and beyond.”
The new company’s management team will be comprised Bedu-Addo, who will serve as CEO; Leuthner, who will serve as president; and Lauren Wood, formerly of the National Cancer Institute, who will serve as chief medical officer.
In addition, Gregory Conn, co-founder and chief scientific officer of PDS and Andrew Saik, chief financial officer of Edge, will continue in their roles at the new company.
The merger is expected to close in the first quarter of 2019.
Piper Jaffray served as the financial advisor and Dechert LLP served as legal counsel to Edge. DLA Piper LLP served as legal counsel to PDS.