CohBar, Morphogenesis Announce Merger Agreement - Quick Facts

(RTTNews) - CohBar, Inc. (CWBR) and Morphogenesis, Inc., a privately-held Phase 2/3 clinical-stage biotechnology company developing personalized cancer vaccines and tumor microenvironment modulators to overcome resistance to current immunotherapies, have entered into a definitive agreement for an all-stock merger. The combined company is expected to operate under the name TuHURA Biosciences, Inc. and to trade on Nasdaq.

Each holder of CohBar common stock as of immediately prior to the closing of the transaction will be issued a dividend equal to approximately 3.30 shares of CohBar common stock.

On a pro forma basis, 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.

The combined company of CohBar and Morphogenesis will focus on advancing Morphogenesis' two technologies that seek to overcome the major obstacles that limit the effectiveness of current immunotherapies in treating cancer. Following the merger, the executive officers are expected to be James Bianco as CEO, and Dan Dearborn as CFO.

Upon execution of the merger agreement, CohBar entered into a stock purchase agreement with an affiliate of an investor in Morphogenesis for a $15 million private placement.