Lowenstein represented First Wave BioPharma, Inc. (NASDAQ: FWBI), a clinical-stage biopharmaceutical company specializing in the development of targeted, non-systemic therapies for gastrointestinal (GI) diseases, in its acquisition of ImmunogenX in an all-stock transaction. The combined company will focus on advancing a GI pipeline comprised of multiple, late-stage clinical assets, including latiglutenase, a potentially first-in-class, near Phase 3-ready, targeted, oral biotherapeutic for celiac disease, with a total equity value of the of $104 million.
Latiglutenase, an oral biotherapeutic composed of two gluten-specific recombinant proteases, has demonstrated effectiveness in reducing intestinal damage and alleviating symptoms of celiac disease in two Phase 2 trials involving approximately 200 patients.
Upon closing of the acquisition, the Company issued 365,162 shares of its common stock to the shareholders (including option and warrant holders) of ImmunogenX equal to 19.02% of its currently issued and outstanding common stock and 11,777.418 shares of its newly issued Series G Convertible Preferred Stock (with a conversion ratio of Preferred to Common at 1:1000) representing on a fully diluted basis 81.9% for ImmunogenX and 18.1% for First Wave Biopharma (excluding transaction fees) with a combined fully diluted equity value of $104 million. The shares of the Company’s common stock issuable upon conversion of the Series G Preferred Stock shall be subject to stockholder approval in compliance with the rules of the Nasdaq Stock Market.
Last year, the firm represented First Wave in its agreement with Sanofi (NASDAQ: SNY) to license Capeserod, a selective 5-HT4 receptor partial agonist.
The deal team for this acquisition included Michael J. Lerner, Annie Nazarian Davydov, Tracy F. Buffer, Amani Taha, Andrew E. Graw, Nicholas Mehler, Brian A. Silikovitz, James C. Shehan, Erich J. Kaletka, Jessica I. Kriegsfeld, Melissa D. Libutti, and Stephanie Stephenson.
