BioNTech to Acquire Mosaic ImmunoEngineering

TL;DR

BioNTech is buying Mosaic ImmunoEngineering to boost its cancer drug R&D.

AI Summary

Mosaic ImmunoEngineering Inc. announced on April 26, 2024, that it has entered into a definitive agreement to be acquired by a subsidiary of BioNTech SE. The transaction is expected to close in the second quarter of 2024, subject to customary closing conditions. This acquisition aims to enhance BioNTech's capabilities in the field of immuno-oncology.

Why It Matters

This acquisition by BioNTech SE signifies a strategic move to bolster its immuno-oncology pipeline, potentially accelerating the development of new cancer therapies.

Risk Assessment

Risk Level: medium — The acquisition is subject to customary closing conditions, which introduces a degree of uncertainty regarding its completion.

Key Players & Entities

• Mosaic ImmunoEngineering Inc. (company) — Company being acquired
• BioNTech SE (company) — Acquiring company
• April 26, 2024 (date) — Date of the definitive agreement
• second quarter of 2024 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $15.0 million — ic shares of its common stock valued at $15.0 million upon execution of the definitive agreem
• $2 m — funding to support the technologies of $2 million, and (iv) in the event the Compan

Filing Documents

• mosaic_8k.htm (8-K) — 30KB
• mosaic_ex1001.htm (EX-10.1) — 28KB
• mosaic_ex9901.htm (EX-99.1) — 14KB
• image001.jpg (GRAPHIC) — 11KB
• image_001.jpg (GRAPHIC) — 5KB
• 0001683168-24-002761.txt ( ) — 268KB
• cpmv-20240426.xsd (EX-101.SCH) — 3KB
• cpmv-20240426_lab.xml (EX-101.LAB) — 33KB
• cpmv-20240426_pre.xml (EX-101.PRE) — 22KB
• mosaic_8k_htm.xml (XML) — 3KB

01

Item 7.01 Regulation FD On April 29, 2024, the Company issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto, and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Furthermore, Exhibit 99.1 shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

01

Item 8.01 Other Events On April 26, 2024, Mosaic ImmunoEngineering, Inc. a Delaware corporation (the "Company" or "Mosaic"), entered into a binding term sheet (the "Binding Term Sheet") with Oncotelic Therapeutics, Inc. ("Oncotelic") whereby the Company intends to acquire certain rights to technologies from Oncotelic, including its clinical stage necroptosis cancer therapies associated with Oncotelic's vascular disruptive agents ("VDAs") and related regulatory and clinical packages. The Company will also have access to Oncotelic's proprietary Artificial Intelligence ("AI") technologies for identifying immunotherapy combinations. In exchange for the rights to these technologies, the Company would issue Oncotelic shares of its common stock valued at $15.0 million upon execution of the definitive agreement, or a combination common stock and preferred stock to be determined by the parties, along with additional milestones allowing Oncotelic to earn up to an additional $15.0 million in shares of common stock that would be valued at the time of issuance, if earned. In addition, under the Binding Term Sheet, (i) Mosiac would continue the development work necessary to achieve the mutually agreed upon milestones upon the requisite funding, (ii) Oncotelic will provide a loan to Mosaic to cover certain operational costs of the Company through June 1, 2024, (iii) Oncotelic will assist the Company in potentially raising initial funding to support the technologies of $2 million, and (iv) in the event the Company is unable to raise the requisite funding, then the transaction may proceed to a reverse acquisition/merger, with conditions typical of such a transaction. Pursuant to the Binding Term Sheet, the parties agreed to negotiate in good faith towards the execution of the Definitive Agreements and the closing of the transactions contemplated thereby, which will be subject to customary due diligence and other conditions as described in the Binding Term Sheet. The foregoing

Financial Statements and Exhibits

Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit No. Description 10.1 Binding Term Sheet dated April 26, 2024 99.1 Press Release issued by Mosaic ImmunoEngineering, Inc. on April 29, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Mosaic ImmunoEngineering, Inc. Date: April 29, 2024 By: /s/ Steven King Steven King President and Chief Executive Officer, Director 2

View Full Filing

View this 8-K filing on SEC EDGAR