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Lewis Brisbois Advises Two Biotherapeutics Companies in Significant Transactions

Los Angeles, Calif. (February 11, 2022) - Lewis Brisbois teams, both led by Los Angeles/Sacramento Partner and National Co-Chair of the firm's Securities and Corporate Finance Practice Scott Bartel, recently advised Allarity Therapeutics, Inc. on the closing of its Recapitalization Share Exchange and $20 million private investment in public equity (PIPE) and Calidi Biotherapeutics on its merger with Edoc Acquisition Corp. The Allarity transaction team included Partners Daniel B. Eng and Deborah K. Seo, along with Associate Sheryl Tan. The Calidi transaction team included Partners Daniel B. Eng, Eric J. Stiff, and Deborah K. Seo, along with Associates Sheryl Lynn Tan and Alexandra Katich.

Allarity Recapitalization Share Exchange

Allarity's Recapitalization Share Exchange resulted in the company's initial public listing of 8,075,824 shares of its common stock and listing on the U.S Nasdaq Stock Market under the trading symbol "ALLR." In addition, pursuant to its PIPE investment, Allarity issued 20,000 shares of preferred stock at $1,000 per share and a common stock purchase warrant to purchase 2,018,958 shares of common stock to 3i, LP, a Delaware limited partnership.

Allarity is a clinical-stage biopharmaceutical company developing novel oncology therapeutics together with drug-specific DRP® companion diagnostics for personalized cancer care. The company uses its drug-specific DRP® to select those patients who, by the genetic signature of their cancer, are found to have a high likelihood of responding to the specific drug. By screening patients before treatment, and only treating those patients with a sufficiently high DRP® score, the therapeutic response rate can be significantly increased.

Calidi/Edoc Merger

Pursuant to the definitive merger agreement between Calidi, a clinical-stage biotechnology company that is pioneering the development of cell-based delivery of oncolytic viruses, and Edoc, a blank check company organized to acquire or merge with one or more businesses, the combined company will be named Calidi Biotherapeutics, Inc. The closing of the transaction is expected to occur in the second quarter of 2022, and the combined company’s common stock intends to list on the Nasdaq Capital Market.

Net proceeds from the merger between Calidi and Edoc are expected to provide Calidi with capital to advance its mission of delivering life-saving oncolytic virus therapies to patients. In addition, it is anticipated that the merger will allow Calidi to leverage Edoc’s extensive physician network across many disciplines.

Mr. Bartel focuses his practice on the representation of corporations and financial institutions. He has substantial experience in the areas of corporate finance, public and private offerings, corporate governance and reorganization, acquisitions, divestitures, securities transactions, and litigation.

More information about these transactions can be found in Allarity's press release and Calidi's press release. For more information on these closings, please contact Mr. Bartel directly.


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