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TCBP Announces Execution of Non-Binding Letter of Intent for Acquisition of NK Platform Technologies

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TC BioPharm (NASDAQ: TCBP) announced the execution of a non-binding letter of intent for an asset acquisition to expand its therapeutic platform with allogeneic CAR-NK therapeutics. The acquisition covers the proprietary manufacturing process of two CAR-NK therapeutics targeting solid tumors, aiming to leverage NK cells in treating various indications. The company sees synergies in combining these assets with its existing TCB-008 therapy. The LOI grants exclusivity for negotiation of a definitive agreement, subject to board approval and other conditions.
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The announcement by TC BioPharm of a non-binding letter of intent to acquire proprietary manufacturing processes for allogeneic CAR-NK therapeutics represents a strategic move in the biotechnology sector. The focus on gamma-delta T cell and NK cell therapies is indicative of the industry's shift towards more targeted and potentially more effective cancer treatments. Allogeneic therapies, derived from donors rather than the patients themselves, offer scalability and quicker treatment times which can be important for rapid commercialization and patient access.

From a market perspective, the acquisition could position TC BioPharm favorably within the competitive landscape. By integrating CAR-NK technologies, which have shown promise in early clinical trials for solid tumors, TC BioPharm could diversify its therapeutic portfolio. This diversification may attract investor interest, as the company demonstrates a commitment to expanding its asset base and potentially increasing its market share in the cell therapy domain.

However, investors should be aware of the risks associated with such transactions. The LOI is non-binding and does not guarantee a definitive agreement or successful acquisition. Additionally, the funding and regulatory approvals required to complete the transaction introduce further uncertainty. The long-term success of the acquisition will depend on the clinical efficacy of the combined therapies and the company's ability to efficiently scale up manufacturing processes.

TC BioPharm's proposed acquisition has implications for its financial health and stock market performance. The mention of securing adequate financing suggests that the company may need to seek additional capital, which could involve issuing new equity or taking on debt. Either action has potential implications for current shareholders, including dilution of shares or increased financial leverage.

The synergies mentioned by the CEO, Bryan Kobel, imply potential cost savings and revenue opportunities. If realized, these synergies could improve the company's profitability and provide a more compelling story to investors. However, the execution risk and the need to integrate new technologies and expertise into TC BioPharm's existing operations could pose challenges.

Investors will likely monitor the progress towards a definitive agreement closely, as completion of the transaction could be a catalyst for the company's stock. The market's reaction will hinge on the perceived benefits of the acquisition versus the costs and risks involved. It is essential for investors to consider not just the immediate financial implications but also the strategic positioning and long-term growth prospects that TC BioPharm is aiming for with this move.

The utilization of CAR-NK cells in cancer therapy is a burgeoning field with significant potential. NK cells, part of the body's innate immune system, have the inherent ability to target and destroy cancer cells without the need for genetic modification. This can greatly reduce the time and cost associated with treatment development and delivery compared to traditional CAR-T therapies, which require individualized genetic engineering for each patient.

TC BioPharm's interest in CD-70 and HER2 CAR-NK technologies specifically targets two antigens commonly overexpressed in various solid tumors. The company's strategy to combine these with their TCB-008 therapy could potentially create a more robust and comprehensive treatment regimen, addressing the complexity of tumor microenvironments.

While the scientific rationale for this acquisition is sound, the actual clinical benefit and safety profile of these combined therapies will need to be rigorously tested in clinical trials. The outcome of these trials will be pivotal in determining the future value of TC BioPharm's expanded asset base, both in terms of patient outcomes and shareholder returns.

EDINBURGH, Scotland, April 4, 2024 /PRNewswire/ -- TC BioPharm (Holdings) PLC ("TC BioPharm" or the "Company") (NASDAQ: TCBP) a clinical stage biotechnology company developing platform allogeneic gamma-delta T cell therapies for cancer and other indications, today announced the execution of a non-binding letter of intent as part of its M&A strategy aimed at expanding its therapeutic platform and leveraging NK (natural killer) cells in treating both solid tumors and other indications.

The target asset acquisition covers the proprietary manufacturing process of two allogeneic CAR-NK therapeutics, both of which TCB believes are valuable as monotherapies as well as in conjunction with TCB-008 in the future. Initially, the CAR platforms both are targeted towards solid tumors, including a CD-70 CAR NK technology and an HER2 CAR-NK technology. TCB sees substantial synergies in this potential acquisition, both in clinical therapeutic terms of TCB-008 in combination with the CAR-NK assets, as well as leveraging the existing expertise and human capital of TCB to further advance and refine the manufacturing process while bringing in additional CAR expertise to advance multiple platforms.

There is substantial evidence supporting the rationale that gamma delta t-cells and NK cells play important and symbiotic roles in the immune response for various disease indications. Due to the fact that NK cells do not need to be genetically engineered in order to recognize cancer cells, patients are able to be treated in an expedited timeframe. 

Under the terms of the LOI, TC BioPharm has been granted exclusivity while the parties work in good faith on the drafting of a definitive agreement. There can be no assurance that a definitive agreement will be executed or that the proposed transaction will be consummated on the terms or timeframe currently contemplated. TC BioPharm's Board of Directors' approval and disclosed thereafter. Upon execution of the definitive agreements, the completion of the transaction will be subject to, among other matters, satisfaction of the conditions negotiated therein, the Company having secured adequate financing, and receipt of all third party (including governmental) approvals, licenses, consents, and clearances, as and when applicable. There can be no assurance that the Proposed Transaction will be completed on the terms contemplated in the LOI or otherwise.

"With the difficult times in cell therapy we see this as a unique opportunity to aggressively expand our asset base in other immune cells and immune responder technologies, which we believe will further enhance TCBP as a leader in cell therapy and increase our future value," said Mr. Bryan Kobel, CEO of TC BioPharm. "We believe this proposed asset acquisition brings not just a new and expanded opportunity in cancer, but synergies in combination efforts with TCB-008 in numerous indications.  This proposed asset acquisition would leverage our strengths in optimizing manufacturing processes and developing new cell therapies rapidly to the clinical stage, as well as our core asset on asset base expansion and combination efforts with TCB-008. By merging complimentary technologies under one roof we believe the potential exit value of TCBP is increased, patients will benefit in expanded clinical trial efforts which we will control, and ultimately benefit shareholders in future value."

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company's intent or ability to effect any budget savings or execute on any M&A or capital raising strategy. These statements are based on management's current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including that the proposed issuance of shares may not be approved by the Company's shareholders. For other important factors that could cause actual results to differ materially from the forward-looking statements in this Current Report on Form 8-K, please see the risks and uncertainties identified under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, and our other reports filed with the SEC, all of which is available on the Company's Investor Relations website at www.tcbiopharm.com and on the SEC website at www.sec.gov. All forward-looking statements reflect the Company's beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances.

About TC BioPharm (Holdings) PLC

TC BioPharm is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of gamma-delta T cell therapies for the treatment of cancer with human efficacy data in acute myeloid leukemia. Gamma-delta T cells are naturally occurring immune cells that embody properties of both the innate and adaptive immune systems and can intrinsically differentiate between healthy and diseased tissue.

TC BioPharm is the leader in developing gamma-delta T cell therapies, and the first company to conduct phase II/pivotal clinical studies in oncology. The Company is conducting two investigator-initiated clinical trials for its unmodified gamma-delta T cell product line - Phase 2b/3 pivotal trial for OmnImmune® in treatment of acute myeloid leukemia using the Company's proprietary allogeneic CryoTC technology to provide frozen product to clinics worldwide.

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SOURCE TC BioPharm

FAQ

What did TC BioPharm announce regarding an asset acquisition?

TC BioPharm announced the execution of a non-binding letter of intent for an asset acquisition covering the manufacturing process of two allogeneic CAR-NK therapeutics targeting solid tumors.

What is the significance of NK cells in the proposed acquisition?

NK cells play an important role in the immune response without needing genetic engineering to recognize cancer cells, allowing expedited treatment for patients.

Who granted exclusivity for negotiation of the definitive agreement?

Under the terms of the LOI, TC BioPharm has been granted exclusivity for negotiation of the definitive agreement.

What are the conditions for completing the proposed transaction?

The completion of the transaction is subject to various conditions, including securing adequate financing, obtaining third-party approvals, licenses, consents, and clearances.

What did the CEO of TC BioPharm mention regarding the asset acquisition?

Mr. Bryan Kobel, CEO of TC BioPharm, highlighted the opportunity to expand the company's asset base in immune cells and responder technologies, aiming to enhance TCBP's position in cell therapy and increase future value.

TC BioPharm (Holdings) plc American Depositary Shares

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