The acquisition will include ImmPACT’s lead product, IMPT-314, aimed at treating haematologic malignancies, such as large B-cell lymphoma.
IMPT-314 is a dual-targeting CAR T-cell product candidate that is designed to surpass the efficacy of existing CD19 CAR T-cell therapies.
It aims to improve persistence by selecting for naïve and central memory T cells during its manufacturing process.
Lyell will gain global rights to ImmPACT’s pipeline, which includes a bispecific CD19/CD20 autologous CAR T-cell therapy and an activating TGF-beta Claudin 18.2 CAR T-cell candidate.
The transaction terms include an upfront payment of $30m in cash and the issuance of 37.5 million shares of Lyell common stock.
Additionally, ImmPACT shareholders could receive 12.5 million shares of Lyell stock upon achieving a clinical milestone and a low single-digit royalty on US net sales of the CD19/20 CAR T-cell product.
Post-acquisition, Lyell’s cash balance is projected to support its operations into 2027, allowing it to reach important clinical milestones such as the initiation of a pivotal trial for IMPT-314, slated for 2025.
Lyell president and CEO Lynn Seely said: “Lyell’s vision is to bring meaningful and durable clinical benefit to patients suffering from cancer with our next-generation cell therapies.
“The emerging data from ImmPACT’s ongoing Phase I-II trial and the Phase I clinical data from a published UCLA-sponsored trial suggest the potential of IMPT-314 to have improved complete response rates and duration of response compared to the approved CD19 CAR T-cell therapies in CAR-naïve patients with aggressive B-cell lymphoma.”
The boards of directors of both companies have unanimously accepted the proposed transaction, which is expected to close in the fourth quarter of 2024.
The completion is contingent upon the expiration of the Hart-Scott-Rodino antitrust waiting period and other customary closing conditions.
Goldman Sachs & Co is serving as the financial advisor to Lyell, with Skadden, Arps, Slate, Meagher & Flom as its legal advisor. ImmPACT’s legal advisor is Cooley.