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Mateon Enters into Merger Agreement with PointR Data
Thursday 22 August 2019

22 August 2019 - California, US-based drugmaker Mateon Therapeutics, Inc. (OTCQB: MATN) and high performance cluster computer and artificial intelligence company PointR Data Inc. have entered into a definitive agreement with respect to a merger, creating a publicly traded artificial intelligence driven immuno-oncology company with a pipeline of first in class TGF-β immunotherapies for late stage cancers such as gliomas, pancreatic cancer and melanoma, the companies said.

Under the terms of the merger agreement, PointR will be merged into and become a wholly owned subsidiary of Mateon.

Holders of PointR common stock prior to the merger will be entitled to USD 15m payable in shares of Mateon common stock, calculated at of USD 0.18 per share.

The merger agreement also provides for two additional tranches of merger consideration based on PointR's achievement of proof of concept and licensing deal for AI based asset for minimum of USD 100m in life-time license fees of which at least USD 10m has been received.

Each tranche is for USD 7.5m in value of additional Mateon common stock, based on the market price at the time of payment, subject to a minimum value of USD 0.18 per share.

The merger is subject to customary conditions to closing.

In addition, Mateon's obligation to close is conditioned on PointR providing audited financial statements that would be required for Mateon to comply with the SEC's filing requirements.

PointR's obligation to close is conditioned on Mateon raising a minimum of USD 10m in an equity financing transaction or USD 5m in a commercial agreement.

In addition, PointR's obligation is conditioned upon Mateon to grant a license to allow the former shareholders of PointR to use elements of the technology in fields outside of pharmaceutical development.

Mateon and PointR intend to actively seek additional capital to support the combined business, no additional equity financing or commercial agreement is in place at this time.

The merger is not expected to close until such financing is secured.

Mateon was created by the recent reverse merger with Oncotelic which became a wholly owned subsidiary of Mateon Therapeutics Inc. (OTCQB: MATN) creating an immuno-oncology company dedicated to the development of first in class RNA therapeutics as well as small molecule drugs against cancer.

OT-101, the lead immune-oncology drug candidate of Mateon/Oncotelic, is a first-in-class RNA therapeutic targeting TGF beta that exhibited single agent activity in some relapsed/refractory cancer patients in clinical trial settings.

The founding team members of Oncotelic were responsible for the development of Abraxane as chemotherapeutic agents for breast, lung, melanoma, and pancreatic cancer.

Abraxane was approved in 2005 and has more than USD 1bn in sales annually.

The same founding team was responsible for the development of Cynviloq, a next generation Abraxane, which was acquired by NantPharma for USD 1.3bn.

Mateon/Oncotelic will leverage its deep expertise in oncology and RNA therapeutic drug development to improve treatment outcomes and survival of cancer patients.

PointR is a revenue generating stage AI company with a revolutionary cluster-computer platform for AI that crunches machine learning models at a fraction of the power and budget of mainstream computing.

It provides for an AI computing platform for pharmaceutical and healthcare verticals including blockchain support for clinical and manufacturing where data integrity and security are of utmost importance. PointR is composed of a team of seasoned Silicon Valley executives.
Date Published: 22/08/2019
Target: PointR Data Inc
Country: USA
Deal Size: 15m (USD)
Sector: Pharmaceuticals
Type: Corporate acquisition
Financing: Stock
Status: Agreed
Buyer: Mateon Therapeutics, Inc