Enumeral closes $21.5 mln private placement

Enumeral has raised $21.5 million in a private placement. According to terms of the transaction, the company sold 21.5 million shares at a price of $1 per share. Montrose Capital Partners led the financing with participation from founding investor Harris & Harris Group. Intuitive Venture Partners served as exclusive financial advisor while EDI Financial was the lead placement agent. Based in Cambridge, Mass., Enumeral develops antibody immunotherapies that help the immune system attack diseased cells. The company just completed a merger between Enumeral Biomedical Corp and a unit of Enumeral Biomedical Holdings (formerly known as Cerulean Group).

PRESS RELEASE

CAMBRIDGE, Mass.–(BUSINESS WIRE)–Enumeral Biomedical Holdings, Inc. (OTCQB:ENUM) (“Enumeral”) today announced the completion of a merger between Enumeral Biomedical Corp. and a subsidiary of Enumeral Biomedical Holdings, Inc., formerly known as Cerulean Group, Inc. Coinciding with the merger, Enumeral has closed on $21.5 million in a private placement financing. Shares of the Company’s common stock are currently quoted on the OTC Markets under the symbol “ENUM.”

Enumeral is discovering and developing novel antibody therapeutics that help the immune system attack diseased cells, also called immunomodulators, employing novel technology exclusively licensed from Harvard University, Massachusetts Institute of Technology, Whitehead Institute for Biomedical Research and Massachusetts General Hospital.

Enumeral intends to use the net proceeds of the financing for continued development of internal programs, including discovery and validation of immunomodulatory antibody drug candidates, pre-clinical testing and out-licensing of internal programs, as well as to provide working capital for operations and the pursuit of corporate collaborations.

“Given the strong interest in immuno-oncology and immunotherapy generally, we look forward to developing our internal programs, entering into collaborative partnerships and reaching value inflection points as we advance drug candidates toward clinical development,” said Arthur H. Tinkelenberg, Ph.D., President, Chief Executive Officer and Co-Founder of Enumeral. “With this financing, we believe we are well capitalized to continue developing important new medicines through our discovery platform.”

“Enumeral has brought together innovative and passionate scientists to solve major challenges in antibody drug discovery and development,” said John J. Rydzewski, Executive Chairman and Co-Founder. “Enumeral’s technology is applicable across the immunotherapy landscape, and we believe it can significantly accelerate drug discovery timelines compared to more conventional antibody discovery platforms and reinforces the Company’s large market potential.”

“We believe that Enumeral has a unique ability to extensively interrogate cells of the human immune system for drug candidate validation. This ability gives us a distinct advantage in selecting potential best-in-class therapeutic candidates,” said Cokey Nguyen, Ph.D., Vice President of Research and Development, about Enumeral’s technology. “Our technology has the potential to rapidly identify and elucidate antibodies and cells that are relevant to cancer and inflammatory diseases.” Enumeral’s Scientific Founder is J. Christopher Love, Associate Professor of Chemical Engineering at MIT.

The financing was led by Montrose Capital Partners and included participation by founding investor Harris & Harris Group, Inc. Intuitive Venture Partners acted as exclusive financial advisor, and EDI Financial acted as the lead placement agent. Duane Morris LLP served as legal counsel to Enumeral.

Summary of Transaction
Concurrent with the completion of the alternative public offering, the Company closed on the sale of 21,500,000 units at a price of $1.00 per unit, resulting in $21.5 million in gross proceeds to the Company, before deducting commissions and expenses of the offering. Each unit includes one share of the Company’s common stock and a warrant to purchase one share of the Company’s common stock at an exercise price of $2.00 per share for a five-year period.

Under the terms of the agreement, Enumeral Biomedical Corp. became a public company through the merger with a subsidiary of Enumeral Biomedical Holdings, Inc. Enumeral Biomedical Corp. is now a wholly owned subsidiary of Enumeral Biomedical Holdings, Inc. Shares of Enumeral Biomedical Holdings, Inc., will continue to be traded on the OTCQB Marketplace with the ticker ENUM. All outstanding shares of Enumeral Biomedical Corp. capital stock have been converted into shares of Enumeral Biomedical Holdings, Inc., common stock. Enumeral Biomedical Corp. stock options and warrants have been converted into options and warrants to purchase Enumeral Biomedical Holdings, Inc., common stock.

Enumeral’s officers, directors, key employees and major shareholders agree to certain lockup provisions prohibiting the sale of any shares for a term after the closing of the merger. For directors and major shareholders this term is 18 months; for officers and key employees this term is 24 months. Arthur Tinkelenberg is President and Chief Executive Officer of the combined company, which is headquartered in Cambridge, Massachusetts.

This communication is being made in respect of the merger transaction involving Enumeral Biomedical Corp. and Enumeral Biomedical Holdings, Inc. Enumeral will file with the SEC a Current Report on Form 8-K, which includes the merger agreement and related documents as exhibits.

In addition, Enumeral has agreed to file a registration statement with the SEC covering certain of the shares of common stock issued in the transaction.

About Enumeral Biomedical Holdings, Inc.
Enumeral Biomedical is discovering and developing novel antibody immunotherapies that help the immune system attack diseased cells. We have a unique ability to extensively interrogate the human immune microenvironment for candidate selection and validation. Our unique capabilities enable us to measure drug effects in a patient-specific manner, providing the basis for developing best-in-class product candidates, based on a fundamental understanding of how immunotherapies work in each patient. We are building a pipeline of immunomodulators for the treatment of cancer and inflammatory diseases and leveraging the breadth of our technology through strategic collaborations. www.enumeral.com

 

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