STEMCELL Technologies Canada Inc. entered into an asset purchase agreement to acquire substantially all of the assets of SQZ Biotechnologies Company (OTCPK:SQZB) for $11.8 million on December 21, 2023. The consideration will be paid in cash at the closing. In case of termination, SQZ must pay to STEMCELL a termination fee in the amount of $360,000.

The closing is subject to customary closing conditions, including, among others, obtaining approval of SQZ's stockholders by two-thirds of the voting power of the Company?s outstanding stock at a special meeting of the Company and delivery of ancillary agreements including the Bill of Sale, the IP Assignments, and the MIT Assignment and Assumption Agreement required by each party. The Board of SQZ Biotechnologies unanimously recommends that the stockholders vote for the sale proposal. The special meeting of stockholders of SQZ Biotechnologies will be held on February 29, 2024.

The transaction was approved by SQZ shareholders on February 29, 2024. The transaction is expected to close prior to April 30, 2024. As of February 29, 2024, the transaction is expected to close on or about March 4, 2024, subject to the satisfaction or waiver of customary closing conditions.

Peter N. Handrinos and Zachary Judd of Latham & Watkins LLP acted as legal advisors to SQZ. James P. Hatton of Farris LLP acted as legal advisor to STEMCELL. Leerink Partners LLC acted as financial advisor and provided fairness opinion to SQZ Biotechnologies.

Morrow Sodali Global LLC acted as proxy solicitor to SQZ Biotechnologies for services fees of up to $15,000 and the reimbursement of certain expenses. In connection with Leerink Partners? services as a financial advisor to SQZ Biotechnologies, SQZ has agreed to pay Leerink Partners an aggregate fee of $3.0 million of which opinion fees of $750,000 have been paid and the remainder of which is payable contingent upon consummation of the transaction.