Ikena Oncology, Inc. (NasdaqGM:IKNA) acquired Pionyr Immunotherapeutics Inc. on August 4, 2023. Under the terms of the Merger Agreement, at the closing of the Merger, Ikena issued the holders of Pionyr common stock, par value $0.0001 per share, a total of 1,800,652 shares of the common stock of Ikena, par value $0.001 per share and 4,153,439 shares of Series A Preferred Stock, each share of which is convertible into one (1) share of Parent Common Stock, subject to certain conditions described below. Under the terms of the Merger Agreement, 297,788 shares of Series A Preferred Stock will be withheld for a period of six months and be subject to indemnity claims by Ikena. Each Pionyr Stockholder shall be entitled to one contractual contingent value right issued by Ikena, subject to and in accordance with the terms and conditions of the CVR Agreement, for each share of Company Common Stock. Holders of Company Common Stock who were unaccredited investors received cash in lieu of shares of Parent Common Stock and Series A Preferred Stock. Under the terms of the Merger Agreement, outstanding options to acquire Pionyr Common Stock that had an exercise price greater than the Per Share Cash Consideration were canceled and, in exchange therefore, holders of such Company Options received an amount in cash equal to the difference between such Company Options? exercise price and the Per Share Cash Consideration for each Company Option so canceled. All Company Options not so exchanged for cash were immediately canceled for no consideration. In addition, outstanding Pionyr restricted stock units were canceled and, in exchange, therefore, holders of such Company RSUs received an amount in cash equal to the Per Share Cash Consideration for each Company RSU so canceled. kena acquired all of Pionyr?s assets, including approximately $43 million in net cash. Pionyr shareholders were collectively issued approximately 1.8 million shares of Ikena common stock with the remainder of the shares issued as Ikena non-voting convertible preferred stock. Pionyr shareholders were collectively issued approximately 1.8 million shares of Ikena common stock with the remainder of the shares issued as Ikena non-voting convertible preferred stock. Pionyr?s valuation for the transaction was determined solely by net cash available at closing. As a result of the transaction, the Pionyr shareholders collectively hold approximately 12% of Ikena?s outstanding shares. Ikena?s management team and board of directors remain unchanged.
Pionyr Immunotherapeutics shall have obtained the Required Company Stockholder Vote and delivered evidence of a duly executed written consent evidencing approval by at least 75%-in-interest of the Company Stockholders.The Board of Directors of Ikena unanimously approved the Merger Agreement and the related transactions, and the consummation of the Merger was not subject to the approval of the Ikena stockholders. John T. Haggerty and Stephanie Richards of Goodwin Procter LLP acted as legal advisor to Pionyr Immunotherapeutics. Mark M. Bekheit of Latham & Watkins LLP acted as legal advisor to Pionyr Immunotherapeutics. Fortis Advisors, LLC acted as financial Agent to Pionyr Immunotherapeutics.

Ikena Oncology, Inc. (NasdaqGM:IKNA) completed the acquisition of Pionyr Immunotherapeutics Inc. on August 4, 2023.