REG - Cizzle Biotechnology - Update on Royalty Sharing Agreement in AZD1656

Cizzle Biotechnology HoldingsAnnouncement

15/05/2023 13:45

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RNS Number : 4551Z  Cizzle Biotechnology Holdings PLC  15 May 2023

15 May 2023

Cizzle Biotechnology Holdings plc

("Cizzle" or the "Company")

Update regarding Put Option for Sale of Economic Interest and Royalty Sharing
Agreement in AZD1656

Preliminary S4 filing by Murphy Canyon Acquisition Corp ("Murphy")

Cizzle Biotechnology Holdings plc, the UK based diagnostics developer,
announces an update on its put option to sell: (i) its 5% economic interest in
the commercialisation of the AZD 1656 asset to treat inflammatory pulmonary
and cardiovascular disease (the "Economic Interest"); and (ii) its royalty
sharing agreement with St George Street Capital ("SGSC"), the UK-based
biomedical charity (the "Royalty Sharing Agreement") to Conduit
Pharmaceuticals ("Conduit") for a total consideration of £3.25 million, to be
satisfied through the issuance of new shares in Conduit (the "Option"), as
announced by the Company on 19 December 2022.

 

Overview

Conduit originally announced on 9 November 2022 that it had entered into a
definitive business combination agreement with Murphy, a 'blank-check' special
purpose acquisition company (the "Conduit-Murphy Transaction"). The completion
of this Conduit-Murphy Transaction is expected to occur in 2023. On 12 May
2023, Murphy made a preliminary proxy statement/prospectus Securities and
Exchange Commission Form S-4 filing in the USA, which represents part of the
process for progressing the Conduit-Murphy Transaction, and is available for
viewing on the United States Securities and Exchange Commission's website.

 

For more information, please see Murphy's filing here:

https://www.sec.gov/edgar/browse/?CIK=1896212
(https://www.sec.gov/edgar/browse/?CIK=1896212)

 

Should Cizzle exercise its Option and the Conduit-Murphy Transaction
completes, the Company will hold shares in the Conduit-Murphy merged business,
thereafter to be called Conduit, which will become a publicly traded company
on NASDAQ in the USA. Once issued, the new shares in Conduit to be provided to
Cizzle pursuant to the exercise of the Option will not be subject to any
restrictions.

 

Allan Syms, Executive Chairman of Cizzle, commented: "We consider the filing
of the preliminary Form S-4 by Murphy to be a positive step towards completing
the merger between Murphy and Conduit, ultimately leading to Conduit becoming
a publicly traded business on NASDAQ. The successful exercise of our put
Option, which will convert to a value of £3.25m, in conjunction with the
Conduit-Murphy Transaction would provide Cizzle with an investment in US
listed securities which we will have flexibility to monetise in part or whole
to fund the development of our blood test for CIZ1B to be used for early stage
lung cancer detection. Potential future funds from any such monetisation could
be used to extend our current plans to consider the use of CIZ1B for other
cancers and to begin work on a point of care test for this important cancer
biomarker. The consideration pursuant to the Option represents a significant
premium to our investment in initially securing royalty rights in AZD1656."

 

A further announcement will be made by the Company as and when appropriate.

 

Enquiries:

 

 Cizzle Biotechnology Holdings plc  Via IFC Advisory
 Allan Syms (Executive Chairman)

 

 Allenby Capital Limited  +44(0) 20 3328 5656
 John Depasquale
 George Payne

 

 Novum Securities Limited  +44(0) 20 7399 9400
 Colin Rowbury

 Jon Bellis

 

 IFC Advisory Limited  +44(0) 20 3934 6630
 Tim Metcalfe
 Florence Chandler

 

About Cizzle Biotechnology

Cizzle Biotechnology is developing a blood test for the early detection of
lung cancer. Cizzle Biotechnology is a spin- out from the University of York,
founded in 2006 around the work of Professor Coverley and colleagues. Its
proof-of-concept prototype test is based on the ability to detect a stable
plasma biomarker, a variant of CIZ1 known as CIZ1B. CIZ1 is a naturally
occurring cell nuclear protein involved in DNA replication, and the targeted
CIZ1B variant is highly correlated with early-stage lung cancer. For more
information, please see https://cizzlebiotechnology.com You can also follow
the Company through its twitter account @CizzlePlc and on LinkedIn.

About Conduit Pharmaceuticals Limited

Led by highly experienced pharma executives, Conduit is a clinical stage
specialty biopharmaceutical company, addressing unmet medical needs in the
areas of autoimmune disease and idiopathic male infertility. The development
pipeline includes a glucokinase inhibitor in a number of Phase 2 ready
autoimmune diseases including uveitis, Hashimoto's Thyroiditis, preterm labor
and renal transplant. Conduit's development pipeline also includes a potent,
irreversible inhibitor of human Myeloperoxidase (MPO) that has the potential
to treat idiopathic male infertility.

 

 

 

 

 

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