TORC resTORbio Inc.

2.31
0  0%
Previous Close 2.31
Open 2.33
52 Week Low 0.86
52 Week High 11.96
Market Cap $84,192,230
Shares 36,446,853
Float 27,837,740
Enterprise Value $7,849,230
Volume 597,709
Av. Daily Volume 1,774,568
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Upcoming Catalysts

Drug Stage Catalyst Date
RTB101 and sirolimus
Parkinson's disease
Phase 1/2
Phase 1/2
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Drug Pipeline

Drug Stage Notes
RTB101 - PROTECTOR 1
Respiratory Tract Infections
Phase 3
Phase 3
Phase 3 top-line data did not meet primary endpoint - November 15, 2019.
RTB101
Respiratory Tract Infections
Phase 2b
Phase 2b
Phase 2b data presented at IDSA October 3, 2019.

Latest News

  1. BOSTON, May 28, 2020 (GLOBE NEWSWIRE) -- resTORbio (NASDAQ:TORC) today announced the initiation of a randomized, double-blind, placebo-controlled trial of RTB101, an investigational orally-administered potent small molecule inhibitor of target of rapamycin complex 1 (TORC1), as compared to placebo for COVID-19 prophylaxis in nursing home residents. The study is supported by additional data observed in resTORbio Phase 2b and Phase 3 clinical trials which suggest the potential of RTB101 to reduce the severity of laboratory-confirmed coronavirus infections.

    Analysis of the incidence of respiratory tract infections caused by specific pathogens including coronavirus in the Phase 2b and Phase 3 Trials of RTB101

    As previously disclosed, resTORbio…

    BOSTON, May 28, 2020 (GLOBE NEWSWIRE) -- resTORbio (NASDAQ:TORC) today announced the initiation of a randomized, double-blind, placebo-controlled trial of RTB101, an investigational orally-administered potent small molecule inhibitor of target of rapamycin complex 1 (TORC1), as compared to placebo for COVID-19 prophylaxis in nursing home residents. The study is supported by additional data observed in resTORbio Phase 2b and Phase 3 clinical trials which suggest the potential of RTB101 to reduce the severity of laboratory-confirmed coronavirus infections.

    Analysis of the incidence of respiratory tract infections caused by specific pathogens including coronavirus in the Phase 2b and Phase 3 Trials of RTB101

    As previously disclosed, resTORbio has conducted two double-blind, randomized, placebo-controlled trials of RTB101 for prevention of respiratory tract infections (RTIs) in adults aged ≥65 years. The first was a Phase 2b study of RTB101 in 652 older adults with comorbidities that elevate risk of RTIs in which RTB101 10 mg once daily was observed to upregulate innate antiviral gene expression and reduced the incidence of laboratory-confirmed RTIs (the primary endpoint of the trial) by 30.6% as compared to placebo (p=0.025). The second was a Phase 3 study of RTB101 in 1,024 non-smoking, older adults without chronic obstructive pulmonary disease (COPD) that did not meet its primary endpoint for prevention of "clinically symptomatic respiratory illness" (defined as respiratory symptoms consistent with an RTI, irrespective of whether an infection was laboratory-confirmed). In both trials, RTB101 10 mg once daily was well tolerated.

    A prespecified analysis of laboratory-confirmed RTI pathogens in both trials is shown in Figure 1A. Although the Phase 2 and 3 trials predated known SARS-CoV-2-related disease in humans (COVID-19), a trend towards reduced number of other coronavirus infections (OC43, NL63, HKU1, 229E) among older adults treated with RTB101 as compared to placebo was identified in both studies (Figure 1A). Posthoc analyses of causative pathogens associated with laboratory-confirmed RTIs with severe symptoms further identified a trend towards fewer coronavirus RTIs with severe symptoms (Figure 1B), and a reduction in the time to alleviation of moderate to severe coronavirus RTI symptoms among older adults treated with RTB101 as compared to placebo in both studies.

    Based on the consistency of the observations across Phase 2b and Phase 3 trials that RTB101 10 mg once daily was well tolerated and associated with a numerical decrease in the incidence and particularly the severity of other coronavirus infections as compared to placebo, a trial of RTB101 as COVID-19 prophylaxis in nursing home residents is being undertaken.

    Figure 1. Treatment with RTB101 10mg once daily is associated with a numerical decrease in the incidence and severity of coronavirus infections as compared to placebo.

    1. Laboratory-confirmed RTIs

      A graphic accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/2efab205-5689-453e-b2c6-5bdb006d89d4

    2. Laboratory-confirmed RTIs with severe symptoms

      A graphic accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/4e5cdc45-cc2b-4d9a-815f-4907690bb06f

    Initiation of a randomized, double-blind, placebo-controlled clinical study of RTB101 prophylaxis to reduce the severity of COVID-19

    The new clinical study is a randomized, double-blind, placebo-controlled study to evaluate whether prophylaxis with RTB101 as compared to placebo reduces the severity of laboratory-confirmed COVID-19 in adults 65 years of age and older who reside in a nursing home in which one or more residents or staff have developed laboratory-confirmed COVID-19. The FDA-approved primary endpoint for the study is the percentage of subjects who develop laboratory-confirmed COVID-19 with protocol-defined progressive symptoms or are hospitalized or die through four weeks of study drug treatment. Approximately 550 subjects are expected to enroll in the study. Subjects will be randomized 1:1 to RTB101 10 mg once daily or matching placebo once daily.

    The study will be conducted in collaboration with Investigators at Brown University's Schools of Medicine and Public Health and Insight Therapeutics, LLC, and in certain nursing homes within the Genesis Healthcare system, where patients will be provided the opportunity to volunteer and participate in the study.

    "In previous Phase 2 studies, RTB101 was observed to upregulate innate antiviral gene expression, and therefore RTB101 has the potential to be a pan-antiviral immunotherapy. Data concerning coronavirus infections in the Phase 2b and Phase 3 clinical trials should be interpreted with caution as the number of coronavirus infections in both trials was small, and thus no statistically significant conclusions can be drawn. However, given the critical situation faced by residents of nursing homes, we believe a clinical trial evaluating RTB101 as COVID-19 prophylaxis in nursing home residents is warranted," said Dr. Joan Mannick, Co-Founder and Chief Medical Officer of resTORbio.

    About RTB101
    RTB101 is an oral, selective, and potent TORC1 inhibitor product candidate that inhibits the phosphorylation of multiple targets downstream of TORC1. Inhibition of TORC1 has been observed to extend lifespan and healthspan in aging preclinical species and to improve the function of aging organ systems, including the immune system and central nervous system, suggesting potential benefits in several aging-related diseases.

    About resTORbio
    resTORbio, Inc. is a clinical-stage biopharmaceutical company developing innovative medicines that target the biology of aging to treat aging-related diseases. resTORbio's lead program selectively inhibits TORC1, an evolutionarily conserved pathway that contributes to the decline in function of aging organ systems. Learn more about resTORbio, Inc. at www.resTORbio.com.

    Forward Looking Statements
    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, our expectations of the potential impact of COVID-19 on strategy, future operations, and the timing of our clinical trials, including potential impacts on enrollment and initiation; our proposed timing and anticipated results of our clinical trial of RTB101 in patients at risk of laboratory-confirmed COVID-19; our future plans to develop RTB101 alone or in combination with rapalogs, such as everolimus or sirolimus, including the therapeutic potential and clinical benefits thereof; our expectations on the potential patient populations that may be addressed by our product candidates; and our ability to replicate results achieved in our clinical trials in any future trials, constitute forward-looking statements identified by words such as, but not limited to, "believe," "expect," "estimate," "project," "intend," "future," "potential," "continue," "may," "might," "plan," "will," "should," "seek," "anticipate," or "could" and similar words or expressions.

    Any forward-looking statements in this statement are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, risks associated with: the impact of public health epidemics affecting countries or regions in which we have operations or do business, such as COVID-19, which has been labelled a pandemic by the World Health Organization, the timing and anticipated results of our clinical trials; the risk that the results of our clinical trials may not be predictive of future results in connection with future clinical trials; our ability to explore and evaluate strategic alternatives and external opportunities, the timing and outcome of our planned interactions with regulatory authorities; and obtaining, maintaining and protecting our intellectual property as well as those risks more fully discussed in the section entitled "Risk Factors" in the Annual Report on Form 10-K filed by resTORbio, Inc. with the Securities and Exchange Commission, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the Securities and Exchange Commission. In addition, any forward-looking statements are neither historical facts nor assurances of future performance. Instead, they represent our beliefs, expectations, assumptions and views only as of today and should not be relied upon as representing our beliefs, expectations, assumptions and views as of any subsequent date. resTORbio explicitly disclaims any obligation to update any forward-looking statements. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

    Investor Contact
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    Stern Investor Relations, Inc.
    212-362-1200
     

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  2. BOSTON, May 07, 2020 (GLOBE NEWSWIRE) -- resTORbio, Inc. (NASDAQ:TORC), a clinical-stage biopharmaceutical company developing innovative medicines that target the biology of aging to prevent or treat aging-related diseases, today provided a corporate update and reported financial results for the first quarter ended March 31, 2020.

    "Following our extensive review of strategic alternatives, we are pleased about the recently reported merger agreement between resTORbio and Adicet Bio. The combined company will focus on the development of Adicet's off-the-shelf allogeneic gamma delta T cell therapies for oncology and other indications," commented Chen Schor, Co-Founder, President and CEO of resTORbio. "We look forward to completing the merger in…

    BOSTON, May 07, 2020 (GLOBE NEWSWIRE) -- resTORbio, Inc. (NASDAQ:TORC), a clinical-stage biopharmaceutical company developing innovative medicines that target the biology of aging to prevent or treat aging-related diseases, today provided a corporate update and reported financial results for the first quarter ended March 31, 2020.

    "Following our extensive review of strategic alternatives, we are pleased about the recently reported merger agreement between resTORbio and Adicet Bio. The combined company will focus on the development of Adicet's off-the-shelf allogeneic gamma delta T cell therapies for oncology and other indications," commented Chen Schor, Co-Founder, President and CEO of resTORbio. "We look forward to completing the merger in the second half of 2020 and continuing to work diligently with the Adicet Bio management team to achieve that objective."

    Recent Corporate Highlights
    Announced merger agreement with Adicet Bio, Inc. ("Adicet") to advance allogeneic gamma delta CAR-T cell therapy
    In April, resTORbio, Inc. ("resTORbio") entered into a definitive merger agreement under which Adicet would merge with a wholly-owned subsidiary of resTORbio in an all-stock transaction. Under the terms of the agreement, the Adicet stockholders will become the majority owners of resTORbio's outstanding common stock upon the close of the merger. Certain of resTORbio's stockholders who collectively own approximately 24% of the outstanding shares of resTORbio's common stock have entered into voting agreements, pursuant to which they have agreed, among other things, and subject to the terms and conditions of the agreements, to vote in favor of the merger agreement. The proposed merger will create a combined, publicly traded biotechnology company operating under the name, "Adicet Bio, Inc." The combined company will focus on the development of off-the-shelf allogeneic gamma delta T cell therapies focused on oncology and other indications. Adicet's lead product candidate, ADI-001, is a gamma delta CAR-T cell therapy targeting CD20 antigens and is being developed for non-Hodgkin's lymphoma. Adicet has a strong pipeline of pre-clinical and discovery programs based on its allogeneic gamma delta CAR-T cell platform.

    The merger agreement also contemplates a contingent value right agreement ("CVR Agreement") between resTORbio, a holders' representative and rights' representative, pursuant to which each holder of resTORbio common stock would be entitled to one contractual contingent value right ("CVR Right") issued by resTORbio, subject to the CVR Agreement, for each share of resTORbio common stock held by such holder. A CVR Right will entitle the holder to receive net proceeds of the commercialization, if any, received from a third party commercial partner of RTB101.

    Announced termination of fifth cohort in Phase 1b/2a Trial of RTB101 in Parkinson's disease due to COVID-19 level 4 alert in New Zealand
    To ensure safety of the clinical trial participants and the study coordinators, resTORbio has decided to terminate the study and not to enroll the fifth cohort due to the COVID-19 level 4 alert in New Zealand, where all non-essential services have been closed and people have been instructed to stay home. Enrollment of four of the five planned once-weekly dosing arms of RTB101 300 mg, sirolimus 2 mg, RTB101 300 mg in combination with sirolimus 2 mg, and RTB101 300 mg in combination with sirolimus 4 mg has been completed. resTORbio plans to analyze the data from the four completed dosing arms and data from the four completed cohorts is expected by mid-2020.

    First Quarter 2020 Financial Results

    • R&D Expenses: Research and development (R&D) expenses were $4.8 million for the three months ended March 31, 2020 compared to $8.9 million for the three months ended March 31, 2019. The decrease was primarily due to the reduction in the number of ongoing clinical trials.
    • G&A Expenses: General and administrative (G&A) expenses were $2.5 million for the three months ended March 31, 2020 compared to $2.8 million for the three months ended March 31, 2019.  The decrease was primarily due to a decrease in headcount partially offset by higher facilities-related expenses.
    • Net Loss: Net loss was $7.0 million, or $0.19 per share, for the three months ended March 31, 2020 compared to a net loss of $11.1 million, or $0.38 per share, for the three months ended March 31, 2019.
    • Cash, Cash Equivalents and Marketable Securities: Cash, cash equivalents and marketable securities were $76.3 million as of March 31, 2020 compared to $91.5 million as of December 31, 2019.

    About RTB101
    RTB101 is an oral, selective, and potent TORC1 inhibitor product candidate that inhibits the phosphorylation of multiple targets downstream of TORC1. Inhibition of TORC1 has been observed to extend lifespan and healthspan in aging preclinical species and to improve the function of aging organ systems, suggesting potential benefits in several aging-related diseases.

    About resTORbio
    resTORbio, Inc. is a clinical-stage biopharmaceutical company developing innovative medicines that target the biology of aging to treat aging-related diseases. resTORbio's lead program selectively inhibits TORC1, an evolutionarily conserved pathway that contributes to the decline in function of aging organ systems. Learn more about resTORbio, Inc. at www.resTORbio.com.

    resTORbio Forward Looking Statements
    This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding: the proposed merger agreement with Adicet and the structure, expected timing and completion of the proposed merger, future product development plans and projected timelines for the initiation and completion of preclinical and clinical trials; the potential for the results of ongoing preclinical or clinical trials and the efficacy of either our or Adicet's product candidates; the combined company's future financial performance, results of operations or sufficiency of capital resources to fund operating requirements; expectations of the potential impact of COVID-19 on strategy, future operations, and the timing of clinical trials and timing related to Adicet's future clinical trials; the safety, efficacy and regulatory, and clinical progress of our product candidates, including RTB101 alone or in combination with sirolimus; our expectations around the timing of our data announcement from the four completed cohorts; our ability to replicate results achieved in our clinical trials in any future trials; financial plans and projections; our expectations regarding our uses of capital, expenses, future accumulated deficit and other first quarter 2020 financial results; and the potential payment of proceeds pursuant to the CVR Agreement. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, express or implied statements or guidance regarding our plans to develop RTB101 alone or in combination with rapalogs, including the therapeutic potential and clinical benefits thereof and the potential patient populations that may be addressed by our product candidates, our ongoing and future clinical trials for RTB101, including the timing of the initiation and anticipated results of these trials, our ability to replicate results achieved in our clinical trials in any future trials, the timing of the closure of the merger transaction with Adicet and our ability to maximize any benefits in connection with such merger constitute forward-looking statements. The use of words such as, but not limited to, "believe," "expect," "estimate," "project," "intend," "future," "potential," "continue," "may," "might," "plan," "will," "should," "seek," "anticipate," or "could" and other similar words or expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, our clinical results and other future conditions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements.

    Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to: (i) risks associated with resTORbio's ability to obtain the stockholder approval required to consummate the proposed merger transaction and the timing of the closing of the proposed merger transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed merger transaction will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (iii) unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners and competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed merger transaction; (iv) the length of time necessary to consummate the proposed transaction may be longer than anticipated; (v) resTORbio's continued listing on the Nasdaq Global Market until closing of the proposed merger transaction; (vi) the combined company's listing on the Nasdaq Global Market after closing of the proposed merger transaction; (vii) the adequacy of the combined company's capital to support its future operations and its ability to successfully initiate and complete clinical trials; (viii) the nature, strategy and focus of the combined company; (ix) the difficulty in predicting the time and cost of development of resTORbio's product candidates; (x) the executive management and board structure of the combined company; (xi) the risk that any potential payment of proceeds pursuant to the CVR Agreement may not be distributed at all or result in any value to resTORbio's stockholders; and (xii) those risks detailed in resTORbio's most recent Annual Report on Form 10-K filed with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it was made. Neither we, nor our affiliates, advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as result of new information, future events or otherwise, except as required by law.



     
    RESTORBIO, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    (unaudited)
    (in thousands, except per share data)
             
        Three Months Ended March 31,
          2020       2019  
    Operating expenses:        
    Research and development   $ 4,841     $ 8,852  
    General and administrative     2,539       2,839  
    Total operating expenses     7,380       11,691  
    Loss from operations     (7,380 )     (11,691 )
    Other income, net     349       631  
    Loss before income taxes     (7,031 )     (11,060 )
    Income tax expense     7       9  
    Net loss   $ (7,038 )   $ (11,069 )
    Net loss per share —basic and diluted   $ (0.19 )   $ (0.38 )
    Weighted-average number of common shares used in net loss per share —basic and diluted     36,445       29,015  
             



     
    RESTORBIO, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS
    (unaudited)
     (in thousands)
             
        March 31,   December 31,
          2020       2019  
    Assets        
    Current assets:        
    Cash, cash equivalents and marketable securities   $ 76,343     $ 91,473  
    Prepaid expenses and other current assets     1,238       1,780  
    Total current assets     77,581       93,253  
    Restricted cash     245       245  
    Property and equipment, net     380       414  
    Total assets   $ 78,206     $ 93,912  
             
    Liabilities and stockholders' equity        
    Current liabilities:        
    Accounts payable   $ 1,210     $ 6,716  
    Accrued liabilities     1,355       5,483  
    Total current liabilities     2,565       12,199  
    Other liabilities     24       15  
    Total liabilities     2,589       12,214  
             
    Stockholders' equity:        
    Common stock     4       4  
    Additional paid-in capital     236,751       235,777  
    Accumulated deficit     (161,170 )     (154,132 )
    Accumulated other comprehensive income     32       49  
    Total stockholders' equity     75,617       81,698  
    Total liabilities and stockholders' equity   $ 78,206     $ 93,912  
             


    Investor Contact
    Janhavi Mohite
    Stern Investor Relations, Inc.
    212-362-1200

    Media Contact
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    MacDougall
    617-694-5387

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  3. Schrödinger (NASDAQ:SDGR), whose physics-based software platform enables discovery of high-quality, novel molecules for therapeutics and materials, today announced the appointments of Jeffrey A. Chodakewitz, M.D., and Gary Ginsberg to its Board of Directors. Dr. Chodakewitz is a veteran in the biopharmaceutical industry who previously held leadership roles at Vertex Pharmaceuticals and Merck & Co., and Mr. Ginsberg is an experienced global communications strategist who has managed communications for Time Warner and Softbank Group Corp.

    "Dr. Chodakewitz and Mr. Ginsberg are impressive leaders in their respective fields, with insightful perspectives on global business strategy," said Michael Lynton, Chairman of Schrödinger's Board of Directors…

    Schrödinger (NASDAQ:SDGR), whose physics-based software platform enables discovery of high-quality, novel molecules for therapeutics and materials, today announced the appointments of Jeffrey A. Chodakewitz, M.D., and Gary Ginsberg to its Board of Directors. Dr. Chodakewitz is a veteran in the biopharmaceutical industry who previously held leadership roles at Vertex Pharmaceuticals and Merck & Co., and Mr. Ginsberg is an experienced global communications strategist who has managed communications for Time Warner and Softbank Group Corp.

    "Dr. Chodakewitz and Mr. Ginsberg are impressive leaders in their respective fields, with insightful perspectives on global business strategy," said Michael Lynton, Chairman of Schrödinger's Board of Directors. "Both will be important additions to our board as we continue to grow our software business and drug discovery collaborations around the world, while also advancing our internal pipeline."

    Dr. Chodakewitz brings over 30 years of experience in biopharmaceutical leadership. Most recently, he served as Executive Vice President, Clinical Medicine and External Innovation, at Vertex Pharmaceuticals. Prior to that role, he held the positions of Chief Medical Officer and Executive Vice President, Global Medicines Development and Medical Affairs at Vertex and was a member of the Vertex Executive Committee. Before his time at Vertex, Dr. Chodakewitz spent over 20 years at Merck & Co., where he served in a number of leadership positions including Head of Infectious Diseases and Vaccines Global Development, Senior Vice President of Global Scientific Strategy (Infectious Disease, Respiratory & Immunology), Vice President of Early Stage Development and Senior Vice President of Late Stage Development. Dr. Chodakewitz currently serves on the boards of Tetraphase Pharmaceuticals, Inc. (NASDAQ:TTPH), resTORbio (NASDAQ:TORC) and Freeline Therapeutics. He holds a B.S. in biochemistry cum laude from Yale University and an M.D. from the Yale University School of Medicine.

    "Schrödinger's computational platform is driving innovation across the industry at a time when we are all more focused than ever on the need to accelerate discovery of high-quality novel therapeutics. I am looking forward to working with the team as they continue to serve and collaborate with their biopharma clients as well as to advance their promising partnered and internal preclinical discovery programs," Dr. Chodakewitz said.

    Mr. Ginsberg is Senior Vice President and Global Head of Communications at SoftBank Group Corp., where he is responsible for leading corporate communications strategy, as well as overseeing global communications functions and collaborating with SoftBank's global portfolio of companies. Previously, Mr. Ginsberg served as Executive Vice President of Corporate Marketing and Communications at Time Warner. Prior to that, he spent 11 years at News Corporation, serving most recently as Executive Vice President of Global Marketing and Corporate Affairs and a member of the Office of the Chairman. He also served as a Senior Editor and Counsel of George magazine; served in the Clinton administration at both the White House Counsel's office and the U.S. Department of Justice; and began his career at Simpson Thacher & Bartlett LLP. Mr. Ginsberg is Chairman of the Board of Directors of New Visions for Public Schools and serves on the boards of Malaria No More and The City, an online news service in New York City. He is also an Adjunct Professor at the Columbia Business School and a member of the Council on Foreign Relations. Mr. Ginsberg holds an A.B. from Brown University and a J.D. from Columbia University School of Law.

    "Schrödinger's strong growth has been exciting to watch — and a testament to the value of their computational platform to researchers around the world," Mr. Ginsberg said. "I am proud to be joining a team that is committed to investing in research and improving their already successful platform so they can continue to lead the way in scientific innovation."

    About Schrödinger

    Schrödinger's industry-leading computational platform to accelerate drug discovery and materials design is deployed by leading biopharmaceutical and industrial companies, academic institutions and government laboratories worldwide. Schrödinger is also applying its computational platform to a diverse and extensive pipeline of drug discovery programs in collaboration with pharmaceutical companies and has co-founded leading biotech companies. In addition, Schrödinger is using its platform to advance a pipeline of internal, wholly-owned drug discovery programs.

    Cautionary Note Regarding Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 including, but not limited to those regarding our expectations about the speed and capacity of our computational platform, our plans to continue to invest in research and our strategic plans to accelerate the growth of our software business and advance our collaborative and internal drug discovery programs. Statements including words such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "target," "will," "would" and statements in the future tense are forward-looking statements. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. Actual results may differ materially from those described in the forward-looking statements and are subject to a variety of assumptions, uncertainties, risks and factors that are beyond our control, including the demand for our software solutions, our ability to further develop our computational platform, our reliance upon third-party providers of cloud-based infrastructure to host our software solutions, our reliance upon our third-party drug discovery collaborators, the ability to retain and hire key personnel and the direct and indirect impacts of the ongoing COVID-19 pandemic on our business and other risks detailed under the caption "Risk Factors" and elsewhere in our Securities and Exchange Commission filings and reports, including the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020, as well as future filings and reports by us. Any forward-looking statements contained in this press release speak only as of the date hereof. Except as required by law, we undertake no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events, changes in expectations or otherwise.

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  4. BOSTON, April 30, 2020 (GLOBE NEWSWIRE) -- resTORbio, Inc. (NASDAQ:TORC) today announced that due to the public health impact of the coronavirus pandemic and to prioritize the health and well-being of its employees, stockholders, and other meeting participants, the company has changed the date and format of its 2020 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will now be held at 1:00 p.m. (ET) on Wednesday, June 3, 2020 by means of a virtual meeting format only instead of the date and location previously disclosed in resTORbio's proxy materials filed with the Securities and Exchange Commission on March 27, 2020. Shareholders will not be able to attend the 2020 annual meeting in person.

    Shareholders at the close…

    BOSTON, April 30, 2020 (GLOBE NEWSWIRE) -- resTORbio, Inc. (NASDAQ:TORC) today announced that due to the public health impact of the coronavirus pandemic and to prioritize the health and well-being of its employees, stockholders, and other meeting participants, the company has changed the date and format of its 2020 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will now be held at 1:00 p.m. (ET) on Wednesday, June 3, 2020 by means of a virtual meeting format only instead of the date and location previously disclosed in resTORbio's proxy materials filed with the Securities and Exchange Commission on March 27, 2020. Shareholders will not be able to attend the 2020 annual meeting in person.

    Shareholders at the close of business on the record date, March 16, 2020, are entitled to attend the 2020 annual meeting. To attend and participate in the Annual Meeting, shareholders must register in advance at http://viewproxy.com/restorbio/2020 (the "Meeting Registration Website") prior to the deadline of 11:59 p.m. ET on June 1, 2020. Upon completing registration, eligible participants will receive further instructions via email, including unique links that will allow such eligible participants to access the meeting. Eligible participants who have difficulty accessing the virtual meeting or the Meeting Registration Website may call the technical support number provided.

    Shareholders of record may vote by internet at www.proxyvote.com, by telephone using a touch-tone telephone at 1-800-690-6903 or by marking, signing and dating the proxy card and returning it in the postage-paid envelope provided to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 by 11:59 p.m. ET on June 2, 2020.

    Please note that the proxy card and voting instruction form included with previously distributed proxy materials will not be updated to reflect the change from an in-person meeting to a virtual-only meeting and may be used to vote shares in connection with the annual meeting. Whether or not shareholders plan to attend the virtual-only annual meeting, resTORbio urges shareholders to vote and submit their proxies in advance of the meeting by one of the methods described in the proxy materials.

    About resTORbio

    resTORbio, Inc. is a clinical-stage biopharmaceutical company developing innovative medicines that target the biology of aging to treat aging-related diseases. resTORbio's lead program selectively inhibits TORC1, an evolutionarily conserved pathway that contributes to the decline in function of aging organ systems, including neurologic function. Learn more about resTORbio, Inc. at www.resTORbio.com.

    Investor Contact

    Janhavi Mohite

    Stern Investor Relations, Inc.

    212-362-1200

     

    Media Contact

    Lauren Arnold

    MacDougall

    617-694-5387

     

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  5. Combined Company to Focus on Adicet's Technology and Continue Operations as "Adicet Bio"

    Adicet's lead asset ADI-001 is an allogeneic gamma delta T cell therapy expressing a chimeric antigen receptor targeting CD20 for treatment of non-Hodgkin's lymphoma

    Pipeline of differentiated pre-clinical and discovery programs leveraging universal, off-the-shelf gamma delta CAR-T cells and novel antibody platforms

    Well capitalized into 2022 to develop novel cell therapies

    BOSTON and MENLO PARK, Calif., April 29, 2020 (GLOBE NEWSWIRE) -- resTORbio, Inc. (NASDAQ:TORC) and Adicet Bio, Inc., a privately-held biopharmaceutical company, today announced that they have entered into a definitive merger agreement to create a combined publicly-traded biotechnology…

    Combined Company to Focus on Adicet's Technology and Continue Operations as "Adicet Bio"

    Adicet's lead asset ADI-001 is an allogeneic gamma delta T cell therapy expressing a chimeric antigen receptor targeting CD20 for treatment of non-Hodgkin's lymphoma

    Pipeline of differentiated pre-clinical and discovery programs leveraging universal, off-the-shelf gamma delta CAR-T cells and novel antibody platforms

    Well capitalized into 2022 to develop novel cell therapies

    BOSTON and MENLO PARK, Calif., April 29, 2020 (GLOBE NEWSWIRE) -- resTORbio, Inc. (NASDAQ:TORC) and Adicet Bio, Inc., a privately-held biopharmaceutical company, today announced that they have entered into a definitive merger agreement to create a combined publicly-traded biotechnology company focused on the development of Adicet's off-the-shelf allogeneic gamma delta T cell therapies for oncology and other indications. Adicet's lead candidate, ADI-001, is a gamma delta CAR-T cell therapy targeting CD20 being developed for non-Hodgkin's lymphoma. Adicet has a pipeline of differentiated pre-clinical and discovery programs leveraging its universal, off-the-shelf gamma delta CAR-T cell platform.

    Under the terms of the agreement, Adicet would merge with a wholly-owned subsidiary of resTORbio in an all-stock transaction, and the equityholders of Adicet will become the majority owners (75%) of resTORbio's outstanding common stock upon the close of the merger.

    "After a thorough evaluation of strategic alternatives, the Board of Directors of resTORbio believes that this merger represents the highest-potential value creation opportunity for resTORbio stockholders," commented Chen Schor, Co-Founder, President and Chief Executive Officer of resTORbio, Inc. "The combined company will leverage Adicet's scientific and product development expertise and pipeline of engineered immune cell therapeutics for cancer based on its proprietary gamma delta T cell therapy platform. We believe this transformative transaction will provide the resources for the combined company to advance multiple programs into the clinic, including Adicet's lead candidate, ADI-001, a gamma delta CAR-T cell therapy targeting CD20, and expand the pipeline in oncology and other indications."

    "Adicet believes that its novel and highly productive efforts to date have generated a compelling allogeneic cell therapy platform that overcomes key challenges faced by existing CAR-T therapy," said Anil Singhal, Ph.D. President and Chief Executive Officer of Adicet Bio, Inc. "The proposed merger with resTORbio is the right next step in our trajectory, and we expect that it will provide Adicet with the resources to rapidly accelerate the development of its unique product candidates based on this platform and leverage our cGMP manufacturing process to create best-in-class therapies for patients in need."

    Adicet completed an $80 million Series B financing in October 2019 and was backed by OrbiMed Advisors, aMoon2 Fund, Novartis Venture Fund, Regeneron Pharmaceuticals, Inc., Johnson & Johnson Innovation – JJDC, Inc. (JJDC), OCI Enterprises, Inc, KB Investment Co., Ltd., Consensus Business Group, SBI JI Innovation Fund, Samsung Venture Investment Corporation, Handok, Inc., DSC Investment, Inc. and Pontifax.

    In August 2016, Adicet entered into a strategic collaboration with Regeneron focused on developing next-generation engineered immune cell therapeutics using Adicet's gamma delta T cell allogeneic platform technology.

    In addition to its gamma delta T cell therapy platform, Adicet also identifies and validates cancer specific targets derived from the intracellular proteome and then generates T cell receptor-like monoclonal antibodies (TCRLs) directed to these cancer-specific peptide targets presented by major histocompatibility complex (MHC) Class I complexes. These TCRLs are designed to arm CAR-modified T cells or as T cell engaging antibodies that target solid tumors.

    About the Proposed Merger

    Under the terms of the merger agreement, stockholders of Adicet will receive shares of newly issued resTORbio common stock. On a pro forma basis, Adicet equityholders are expected to own approximately 75% of the combined company and current resTORbio equityholders are expected to own approximately 25% of the combined company. The parties anticipate that the combined company's primary focus will be to advance Adicet's unique cell therapy platform. The parties anticipate that the combined company will continue the development of RTB101, resTORbio's small molecule product candidate that is a potent inhibitor of target of rapamycin complex 1 (TORC1), for a COVID-19 related indication, with clinical data expected by Q1 2021. The terms of the merger agreement contemplate that a contingent value right (a "CVR") will be distributed to resTORbio stockholders as of immediately prior to the effective time of the merger, entitling CVR holders to receive net proceeds from the commercialization, if any, received from a third party commercial partner of the product candidate RTB101. The terms and conditions of the CVRs will be pursuant to a CVR Agreement resTORbio will enter into prior to the closing of the merger (the "CVR Agreement").

    Following the merger, the combined company will leverage expertise from both companies with Chen Schor to serve as President and Chief Executive Officer, Stewart Abbot, Ph.D., as Senior Vice President and Chief Operating and Scientific Officer, Francesco Galimi, M.D., Ph.D., as Senior Vice President and Chief Medical Officer, Lloyd Klickstein, M.D., Ph.D., as Chief Innovation Officer, Carrie Krehlik, as Senior Vice President and Chief Human Resource Officer and Joan Mannick, M.D., as Head of Infectious Diseases to oversee the clinical program conducted under the CVR. At closing, the combined board of directors is anticipated to consist of seven members, which will include five designated from Adicet, one designated from resTORbio and Chen Schor, President and Chief Executive Officer. Anil Singhal will serve as an advisor to the board of directors. The company will maintain offices in Menlo Park, CA and Boston, MA.

    "On behalf of the Adicet Board, we thank Anil for his service to Adicet and welcome his contributions as an advisor to the Board of Directors," said Carl Gordon, Ph.D., member of Adicet's Board of Directors.

    The transaction is expected to close in the second half of 2020, subject to approvals of each company's stockholders and other customary closing conditions. Upon completion of the merger, the combined company will operate under the name Adicet Bio and is expected to trade on the Nasdaq Global Market under a new ticker symbol to be determined.

    JMP Securities LLC is acting as financial advisor to resTORbio and Goodwin Procter LLP is serving as legal counsel to resTORbio. Morrison & Foerster LLP is serving as legal counsel to Adicet Bio.

    About Adicet Bio, Inc.
    Adicet Bio, Inc. is a privately held, pre-clinical stage biotechnology company founded in 2015 by Aya Jakobovits, Ph.D. to develop novel off-the-shelf universal immune cell therapies based on gamma delta T cells engineered with chimeric antigen receptors. Adicet is also focused on identifying and validating cancer specific targets derived from the intracellular proteome and then generating TCRLs directed to these cancer-specific peptide targets presented by MHC Class I complexes. These TCRLs are being used to arm T cells or as T cell engagers in solid tumors. In August 2016, Adicet entered into a strategic collaboration with Regeneron Pharmaceuticals, Inc. to develop next-generation engineered immune-cell therapeutics using Adicet's gamma delta T cell allogeneic platform technology. For more information, please visit our website at http://www.adicetbio.com.

    About resTORbio
    resTORbio, Inc. is a clinical-stage biopharmaceutical company developing innovative medicines that target the biology of aging to treat aging-related diseases. resTORbio's lead program selectively inhibits TORC1, an evolutionarily conserved pathway that contributes to the decline in function of aging organ systems. Learn more about resTORbio, Inc. at http://www.resTORbio.com

    Additional Information about the Proposed Merger Transaction and Where to Find It
    This press release relates to the proposed merger transaction involving resTORbio, Inc. ("resTORbio") and Adicet Bio, Inc. ("Adicet") and may be deemed to be solicitation material in respect of the proposed merger transaction. In connection with the proposed merger transaction, resTORbio will file relevant materials with the U.S. Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4 (the "Form S-4") that will contain a proxy statement (the "Proxy Statement") and prospectus. This press release is not a substitute for the Form S-4, the Proxy Statement or for any other document that resTORbio may file with the SEC and or send to resTORbio's stockholders in connection with the proposed merger transaction. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF RESTORBIO ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RESTORBIO, THE PROPOSED MERGER TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by resTORbio with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by resTORbio with the SEC will also be available free of charge on resTORbio's website at www.restorbio.com, or by contacting resTORbio's Investor Relations at 212-362-1200.

    Participants in the Solicitation
    resTORbio, Adicet and their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies from resTORbio's stockholders with respect to the proposed merger transaction under the rules of the SEC. Information about the directors and executive officers of resTORbio is set forth in its Annual Report on Form 10-K for the year ended December 31, 2019, which was filed with the SEC on March 12, 2020, its proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on March 27, 2020 and in subsequent documents filed with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of this document as described above.

    No Offer or Solicitation
    This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor a solicitation of any vote or approval with respect to the proposed merger transaction or otherwise. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

    ResTORbio Forward Looking Statements
    This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding: the expected structure, timing and completion of the proposed merger transaction, future product development plans and projected timelines for the initiation and completion of preclinical and clinical trials; the potential for the results of ongoing preclinical or clinical trials and the efficacy of either party's drug candidates; the potential market opportunities and value of drug candidates; future product development and regulatory strategies, including with respect to specific indications; the combined company's future financial performance, results of operations or sufficiency of capital resources to fund operating requirements; future Nasdaq listing; expectations regarding the combined company's focus, operations, resources and development plan; expectations regarding synergies resulting from the transaction; the executive and board structure of the combined company; expectations of the potential impact of COVID-19 on strategy, future operations, and the timing of clinical trials and timing related to Adicet's future clinical trials; and the potential payment of proceeds pursuant to the CVR Agreement. The use of words such as, but not limited to, "believe," "expect," "estimate," "project," "intend," "future," "potential," "continue," "may," "might," "plan," "will," "should," "seek," "anticipate," or "could" and other similar words or expressions are intended to identify forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, our clinical results and other future conditions. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. There can be no assurance that the parties will be able to complete the proposed merger transaction on the anticipated terms, or at all.

    Such forward-looking statements are subject to a number of material risks and uncertainties including but not limited to: (i) risks associated with resTORbio's ability to obtain the stockholder approval required to consummate the proposed merger transaction and the timing of the closing of the proposed merger transaction, including the risks that a condition to closing would not be satisfied within the expected timeframe or at all or that the closing of the proposed merger transaction will not occur; (ii) the outcome of any legal proceedings that may be instituted against the parties and others related to the merger agreement; (iii) unanticipated difficulties or expenditures relating to the proposed merger transaction, the response of business partners and competitors to the announcement of the proposed merger transaction, and/or potential difficulties in employee retention as a result of the announcement and pendency of the proposed merger transaction; (iv) the length of time necessary to consummate the proposed merger transaction may be longer than anticipated; (v) resTORbio's continued listing on the Nasdaq Global Market until closing of the proposed merger transaction; (vi) the combined company's listing on the Nasdaq Global Market after closing of the proposed merger transaction; (vii) the adequacy of the combined company's capital to support its future operations and its ability to successfully initiate and complete clinical trials; (viii) the nature, strategy and focus of the combined company; (ix) the difficulty in predicting the time and cost of development of resTORbio's product candidates; (x) the executive management and board structure of the combined company; (xi) the risk that any potential payment of proceeds pursuant to the CVR Agreement may not be distributed at all or result in any value to resTORbio's stockholders; (xii) Adicet's plans to develop and commercialize its product candidates, including ADI-001; (xiii) the timing of initiation of Adicet's planned clinical trials; (xiv) the timing of the availability of data from Adicet's clinical trials; (xv) the timing of any planned investigational new drug application or new drug application; (xvi) Adicet's plans to research, develop and commercialize its current and future product candidates; (xvii) Adicet's ability to enter into new collaborations, and to fulfill its obligations under any such collaboration agreements; (xviii) the clinical utility, potential benefits and market acceptance of Adicet's product candidates; (xix) Adicet's commercialization, marketing and manufacturing capabilities and strategy; (xx) Adicet's ability to identify additional products or product candidates with significant commercial potential; (xxi) developments and projections relating to Adicet's competitors and its industry; (xxii) the impact of government laws and regulations; (xxiii) Adicet's ability to protect its intellectual property position; (xxiv) Adicet's estimates regarding future revenue, expenses, capital requirements and need for additional financing following the proposed merger transaction; and (xxv) those risks detailed in resTORbio's most recent Annual Report on Form 10-K filed with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the SEC. Any forward-looking statement speaks only as of the date on which it was made. Neither we, nor our affiliates, advisors or representatives, undertake any obligation to publicly update or revise any forward-looking statement, whether as result of new information, future events or otherwise, except as required by law. 

    resTORbio:
    Investor Contact
    Lauren Stival
    Stern Investor Relations, Inc.
    212-362-1200

    Media Contact
    Lauren Arnold
    MacDougall
    617-694-5387

    Adicet Bio., Inc.
    Investor and Media Contact
    Anne Bowdidge

    Primary Logo

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