Atreca Announces Asset Purchase Agreement for Sale of Antibody-Related Assets and Materials to Immunome

CAMPBELL, Calif., Dec. 26, 2023 (GLOBE NEWSWIRE) -- Atreca, Inc. (“Atreca”) (NASDAQ: BCEL), a biotechnology company focused on developing novel therapeutics generated through a unique discovery platform based on interrogation of the active human immune response, today announced that it entered into a definitive asset purchase agreement with Immunome, Inc. (Nasdaq: IMNM) to sell a collection of antibody-related assets and materials. Under the terms of the agreement, Immunome would pay Atreca up to $12.5 million, consisting of a $5.5 million upfront payment and up to $7.0 million in clinical development milestones.

“We are pleased to announce this asset purchase agreement with Immunome, a company focused on advancing targeted therapies in oncology,” said John Orwin, President and Chief Executive Officer of Atreca. “We continue to believe that the novel, tumor-targeting antibodies discovered by Atreca, including APN-497444, have tremendous potential in oncology, and we are encouraged that Immunome also recognizes their potential.”

The asset sale will require approval from Atreca stockholders holding at least a majority of the outstanding shares of Atreca’s Class A common stock entitled to vote. A stockholder vote will be sought by proxy solicitation which will include a plan of dissolution calling for the liquidation of any remaining assets, satisfying or making reasonable provisions for any remaining obligations, and making distributions to our stockholders of available proceeds, if any. The board of directors of Atreca intends to seek to distribute remaining funds to our stockholders as quickly as possible, as permitted by law and the plan of dissolution.

Forward-Looking Statements

This communication contains “forward-looking statements” which include, but are not limited to, all statements that do not relate solely to historical or current facts, such as statements regarding Atreca’s expectations, intentions or strategies regarding the future, or the completion or effects of the asset sale and the plan of dissolution. In some cases, these statements include words like: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Atreca’s expectations and beliefs regarding these matters may not materialize. Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties, risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the ability of the parties to consummate the asset sale, the portion of the cash consideration subject to the achievement of certain clinical development milestones, the ability of Atreca to timely execute the plan of dissolution, the execution costs to Atreca of the asset sale and plan of dissolution, the extent of other liabilities that Atreca will be required to satisfy or reserve for in connection with the asset sale and its liquidation and dissolution, the precise amount or timing of liquidation distributions to Atreca stockholders, if any, made pursuant to a plan of dissolution, and the impact of costs and other liabilities on the cash, property and other assets available for distribution to Atreca’s stockholders. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in Atreca’s most recent filings with the Securities and Exchange Commission (“SEC”), including Atreca’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC from time to time and available at www.sec.gov.