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Capital Markets2021-03-19
BKL Advises on US Biotech Company NeoImmuneTech’s Korean IPO

NeoImmuneTech, Inc. ("NeoImmuneTech"), a US Delaware corporation engaged in the biotech business, successfully consummated its Korean IPO and listing on the KOSDAQ market of depositary receipts (the “KDRs”) representing shares of its common stock on March 16, 2021. NeoImmuneTech is the second foreign company to be listed on the KRX through the technology growth company special listing track (“Special Tech Track Listing”), following US company Psomagen’s KOSDAQ listing in 2020.


Armed with the experience and expertise in advising on the first Special Tech Track Listing by the US company Psomagen, BKL also advised on NeoImmuneTech’s listing on the KOSDAQ market as lead counsel and sole Korean legal advisor for the IPO, once again, reaffirming its position as the No. 1 legal advisor for KRX listings by foreign companies and complex pioneering cross border IPO transactions. 


NeoImmuneTech is headquartered in the State of Maryland, U.S. with its Korean subsidiary located in Pangyo, Korea, and a research institute in Pohang, Korea. Its largest shareholder is Genexin, a Korean bio company also listed on the KOSDAQ market. Being a T cell-focused biotech company, NeoImmuneTech is engaged in the business of discovering and developing novel immune-therapeutics, having been founded, and currently being led, by the scientific founder and inventor of its lead drug candidate, NT1-7, and it has a strong team of scientists and clinicians with extensive experience in research and development of immuno-cancer drugs, maintaining active networking with a number of global R&D organizations, and promoting global clinical development and commercialization of immuno-oncology products through research and development of such products. 


To fund its clinical trials, research and development, and manufacturing processes, NeoImmuneTech sought to list on the KOSDAQ market, which has been attracting increasing attention for listings by biotech companies, and being a tech intensive company, it sought to do so by way of the Special Tech Track Listing. Although the Special Tech Track Listing had been introduced in the KOSDAQ market for Korean companies since 2005, it only became available for foreign companies recently and with the first Special Tech Track Listing by Psomagen in 2020, another transaction on which BKL had advised, NeoImmuneTech became the second foreign company to list on the KRX by way of the Special Tech Track Listing.


The total IPO size amounted to KRW 11.25 billion, with the IPO price per share being determined at KRW 7,500 per KDR from the bookbuilding process with institutional investors, even exceeding the upper limit of the expected band of KRW 5,400 to KRW 6,400 per share.  NeoImmuneTech’s IPO was oversubscribed by 1,347:1 in the bookbuilding with institutional investors and oversubscribed by 664.65:1 in the retail subscription process that followed, with the total margin amount being over KRW 9,346.58 billion. The initial trading price for NeoImmuneTech’s KDRs was KRW 15,000 per KDR, being twice the IPO price of KRW 7,500.


KRX listing by foreign issuers is a highly specialized area with very few successful precedents, and BKL had advised on almost all of such successful KRX listings by U.S. issuers, including those by U.S. New Jersey corporation Access Bio, U.S. New Jersey corporation Englewood Lab, and U.S. Maryland corporation Psomagen. 


In NeoImmuneTech’s KRX IPO, BKL acted as lead counsel for the transaction, leading and coordinating the overall legal work required for the IPO, and as sole Korean legal advisor provided comprehensive legal advice regarding the IPO from a Korean law and listing perspective, including:

structuring and overseeing the overall procedures for IPO and generally managing the legal due diligence process for the IPO;
reviewing, negotiating and drafting transactional agreements (such as  the firm commitment underwriting agreements and the depositary agreement) and documents, as well as the securities registration statement and prospectus for the IPO; 
reviewing, assessing and recommending changes in governance structure; 
review and revise constitutional documents and internal regulations, such as certificate of incorporation and bylaws, of the company for purposes of the KRX listing; 
reviewing and resolving issues between U.S. law and domestic law when foreign companies are contemplating to list in the Korean market;
advising on and assisting in responding to related agencies, such as the Korea Exchange, the Korea Securities Depository, and the Financial Supervisory Service, etc.; and
consulting and coordinating with Greenberg & Traurig LLP, the U.S. legal advisor, on US legal work; and 
issuing legal opinions and legal reports and memorandums as may be required for the success of the IPO.
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