Celsion, an oncology drug development company, has completed its acquisition of substantially all of the assets of Egen, a privately held biopharmaceutical company focused on the development of nucleic acid-based therapeutics for the treatment of cancer and other difficult to treat diseases. The acquisition includes Egen’s phase Ib DNA-based immunotherapy product candidate EGEN-001 and its therapeutic platform technologies, TheraPlas for delivery of DNA and mRNA, TheraSilence for delivery of RNA and RAST for Cell Enabled Expression and Secretion of RNA.
CLSN Laboratories, a wholly-owned subsidiary of Celsion, acquired substantially all of the assets and assumed certain specified liabilities of Egen. At the closing, Celsion issued $8.5 million worth of common stock, representing approximately 15.8% of its outstanding shares, paid approximately $3 million in cash to Egen and holds back $2.1 million worth of common stock until Aug. 2, 2016, for expense adjustment and certain indemnification claims of Celsion. In addition, a total of $30.4 million in future milestone obligations are payable to Egen based on certain clinical and licensing milestones.
The combination of Celsion and Egen will create a fully-integrated, oncology-focused R&D company with a multi-phase clinical pipeline, platform technologies for the discovery of novel, nucleic acid-based immunotherapies and other anti-cancer DNA/RNA therapies and experience from bench to bedside. The transaction complements Celsion's lead development candidate, ThermoDox, a proprietary heat-activated liposomal encapsulation of doxorubicin, currently in a pivotal, double-blind, placebo-controlled, global phase III trial (the OPTIMA Study) in primary liver cancer.
CLSN Laboratories has retained all Egen employees and will be based in Huntsville, Ala., where Celsion also plans to consolidate all of its analytical service and laboratory functions.