TapImmune Inc. said it was acquiring fellow cancer therapy developer Marker Therapeutics Inc. to create a company that would be equally owned by each of their existing shareholders.
Privately held Marker Therapeutics is developing cell therapies capable of using the body's own immune system to fight cancers including lymphoma, acute myeloid leukemia and multiple myeloma.
TapImmune will raise $5.1 million from certain institutional stockholder and warrant holders in support of the all-stock transaction, including $3.1 million from its largest shareholder, Eastern Capital Ltd.
Marker Therapeutics CEO John Wilson will provide the combined company an additional $1 million in financing.
TapImmune is also in discussions with a syndicate of healthcare-focused institutional investors about a potential financing that will help fund the combined company into 2020.
The merger is approved by the board of both companies and is expected to close during the second half of the year.
TapImmune CEO Peter Hoang will head the combined company whose board will be made up of eight directors, three of which will be nominated by TapImmune, three by Marker Therapeutics, and two by the investor syndicate funneling new capital in TapImmune.
Marker Therapeutics' nominees to the board include current CEO John Wilson and the company's co-founder, Juan Vera.
Ann Leen, also a co-founder of Marker Therapeutics, will become the combined company's chief scientific officer. Michael Loiacono will continue to serve as CFO, and Richard Kenney will continue as acting chief medical officer.
Nomura Securities International Inc. acted as the exclusive financial adviser to TapImmune in the transaction, while Seyfarth Shaw LLP served as legal counsel.
Winthrop & Weinstine served as legal counsel to Marker.