Celyad Oncology Announces $32.5 Million Private Placement With Fortress Financial investment Team

MONT-SAINT-GUIBERT, Belgium, December 03, 2021–(Organization WIRE)–Regulatory News:

Celyad Oncology SA (Euronext & Nasdaq:CYAD) (“Celyad” or the “Organization”), a scientific-stage biotechnology firm centered on the discovery and improvement of chimeric antigen receptor T mobile (Car or truck T) therapies for cancer, now announced that it has entered into a membership arrangement with an affiliate of Fortress Investment decision Team (these kinds of affiliate “Fortress”) for the non-public placement of 6,500,000 ordinary shares for gross proceeds of USD 32.5 million (about EUR 28.7 million). The subscription will acquire area within just the framework of the authorized funds and it is anticipated to close on or about December 8, 2021, subject matter to pleasure of customary closing circumstances.

Pursuant to the conditions of the private placement, the Corporation will difficulty the common shares at a price of USD 5.00 (about EUR 4.42) per share, which signifies a 18.5% premium to the 30-working day volume weighted normal value (“VWAP”). The Business intends to use net proceeds from the private placement to fund exploration and enhancement expenditures, which include the medical advancement of its allogeneic Automobile T candidates CYAD-101 and CYAD-211, to progress the recent pipeline of preclinical Auto T candidates, to find and acquire extra preclinical product candidates applying its proprietary non-gene edited small hairpin RNA (shRNA) technological innovation platform, as effectively as for performing cash, other typical corporate purposes, and the improvement of the Company’s mental house.

As a final result of the transaction, Fortress will hold 28.8% of the Company’s shares.

Filippo Petti, CEO of Celyad Oncology, commented, “This transformative financial commitment offers an essential springboard for the Company and further strengthens our company initiatives to advance our novel allogeneic Auto T solution candidates. In addition, Fortress’s abilities in the mental assets domain more validates our robust patent portfolio and emphasizes our place within the allogeneic Automobile T area. The advancement funding will be critical for us to expand our current allogeneic Motor vehicle T pipeline by continuing to exploit our differentiated, non-gene edited technologies and armored Automobile T franchise.”

Story carries on

“Celyad Oncology offers a unique optionality all-around its technologies and mental residence,” stated Christopher LiPuma, Director at Fortress. “In certain, the Company’s powerful IP place close to allogeneic Automobile T stands out as a crucial asset that we believe will provide the basis for the Corporation to strategically acquire both of those novel mobile remedy candidates and possible partnerships inside the remarkable off-the-shelf mobile therapy landscape.”

SVB Leerink acted as the exclusive placement agent for the private placement, Goodwin Procter LLP and Harvest acted as authorized counsel to the Company. Skadden, Arps, Slate, Meagher & Flom LLP and Eubelius acted as legal counsel to Fortress.

The Corporation believes that next the shut of the private placement, its existing hard cash and funds equivalents put together with obtain to the equity order arrangement recognized with Lincoln Park Funds Fund, LLC really should be ample, based on the present scope of activities, to fund operating bills and cash expenditure prerequisites into the very first half of 2023.

In the framework of this expenditure, Fortress and the Corporation have entered into a shareholders’ rights settlement. Pursuant to this agreement, Fortress will be subject matter to a customary lock-up obligation and standstill obligation, in each scenario for 9 months subsequent the closing of the non-public placement. Additionally, as lengthy as Fortress retains 10% of the shares of the Company, it will profit from a proper of very first give on any new indebtedness to be incurred by Celyad and on any new fairness securities to be issued, professional-rata its shareholding, as well as of the correct to nominate two persons to Celyad’s board of administrators. In addition, as extended as Fortress retains 15% or much more of the remarkable shares of the Business, selected mental property transactions will be subject to a 90% board the vast majority for acceptance. Celyad will suggest an amendment to its article content of association to reflect this capable appropriate.

The securities to be issued in the non-public placement have not been registered under the Securities Act of 1933 or relevant condition securities legislation and may well not be available or sold in the United States absent registration beneath the Securities Act or an applicable exemption from these registration demands. The Corporation has agreed to customary registration legal rights masking the resale of the common shares (in the form of American Depositary Shares) marketed in the non-public placement.

This press release shall not constitute an provide to offer or the solicitation of an provide to purchase the securities, nor shall there be any sale of the securities in any point out in which these kinds of present, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of this sort of point out. Any featuring of the securities underneath the resale registration statement will only be by means of a prospectus.

About Celyad Oncology SA

Celyad Oncology SA is a scientific-stage biotechnology organization centered on the discovery and growth of chimeric antigen receptor T cell (Vehicle T) therapies for most cancers. The Organization is developing a pipeline of allogeneic (off-the-shelf) and autologous (personalised) Auto T mobile therapy candidates for the cure of both of those hematological malignancies and strong tumors. Celyad Oncology was established in 2007 and is primarily based in Mont-Saint-Guibert, Belgium and New York, NY. The Enterprise has received funding from the Walloon Area (Belgium) to support the improvement of its Automobile T cell remedy packages. For extra details, make sure you stop by www.celyad.com.

Ahead-searching statements

This launch may well include forward-searching statements, in the which means of applicable securities rules, like the Personal Securities Litigation Reform Act of 1995. Ahead-looking statements incorporate statements relating to: the expected closing of the personal placement, the use of proceeds from the personal placement and Celyad Oncology’s income runway. Forward-wanting statements may possibly require known and mysterious challenges and uncertainties which could possibly lead to genuine outcomes, money ailment, efficiency or achievements of Celyad Oncology to differ materially from those expressed or implied by these types of ahead-wanting statements. These risk and uncertainty can be identified in Celyad Oncology’s U.S. Securities and Exchange Commission (SEC) filings and stories, such as in the newest Annual Report on Variety 20-F filed with the SEC and subsequent filings and studies by Celyad Oncology. These ahead-searching statements talk only as of the date of publication of this doc and Celyad Oncology’s true final results may perhaps vary materially from all those expressed or implied by these ahead-on the lookout statements. Celyad Oncology expressly disclaims any obligation to update any such forward-on the lookout statements in this document to replicate any change in its expectations with regard thereto or any adjust in occasions, situations or conditions on which any these assertion is based mostly, until required by regulation or regulation.

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Contacts

Investors and Media:
Sara Zelkovic
Communications & Investor Relations Director
Celyad Oncology
[email protected]

Daniel Ferry
Taking care of Director
LifeSci Advisors, LLC
[email protected]