SutroVax Announces Name Change to Vaxcyte

On May 21, 2020 SutroVax, Inc., a next-generation vaccine company, reported that it has changed its name to Vaxcyte, Inc (Press release, Sutro Biopharma, MAY 21, 2020, View Source [SID1234558459]). The new name more accurately reflects the Company’s mission to improve global health by developing superior and novel vaccines designed to prevent or treat some of the most common and deadly infectious diseases worldwide.

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"We are committed to developing superior vaccines that provide broader protection than what is available currently and to developing novel vaccines that target pathogens for which no approved vaccines exist," said Grant Pickering, Chief Executive Officer and Co-founder of Vaxcyte. "As we move our business forward and prepare for our lead pneumococcal conjugate vaccine candidate, VAX-24, to advance into clinical trials, we believe now is the time to make a change to a new name that reflects our path ahead and our unique expertise."

The new Vaxcyte name and logo connote the Company’s focus on developing vaccines to prevent or treat some of the most common and deadly infectious diseases worldwide, utilizing its exclusively-licensed cell-free protein synthesis platform and its proprietary know-how. As an example, Vaxcyte has leveraged this platform and know-how, utilizing site-specific conjugation, to develop its lead pneumococcal conjugate vaccine program to incite T-cell and B-cell-mediated (leukocyte) immune responses.

VAX-24, formerly referred to as SVX-24 and the lead vaccine candidate in Vaxcyte’s pipeline, is a preclinical, 24-valent pneumococcal conjugate vaccine (PCV) that includes 11 incremental strains over and above the 13 strains in Prevnar 13 and covers the 23 stains contained in Pneumovax 23, which together make up today’s standard of care vaccination regimen for adults. Vaxcyte expects to submit an Investigational New Drug application for VAX-24 to the U.S. Food and Drug Administration in the second half of 2021 to evaluate it for the prevention of invasive pneumococcal disease (IPD).

Vaxcyte’s pipeline also includes VAX-XP, a PCV with an expanded breadth of coverage of at least 30 strains, including newly emerging strains responsible for IPD and antibiotic resistance, as well as a novel conjugate vaccine designed to prevent Group A Strep infections and a novel protein-based therapeutic vaccine designed to slow or stop the progression of periodontal disease by targeting the keystone pathogen responsible for this chronic, oral inflammatory disease.

Day One Biopharmaceuticals shares plans to rapidly develop new cancer treatments for people of all ages and announces $60M Series A funding and lead clinical-stage program acquired through Takeda

On May 21, 2020 DAY ONE Biopharmaceuticals, LLC. Using new insights from the biology of pediatric cancer, Day One Biopharmaceuticals develops promising new oncology therapies that change outcomes for people of all ages (Press release, Day One, MAY 21, 2020, View Source [SID1234558435]). Today, Day One unveils its team, $60M Series A financing, and announces its first promising clinical-stage oncology treatment, which Day One acquired through Takeda Pharmaceutical Company Limited.

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Advances in cancer research enable drug developers to identify children and adults who may benefit from the same medicine. Yet, children with cancer continue to be left behind. "In the US, children with cancer first gain access to cutting-edge investigational treatments an average of 6.5 years later than adults. This disparity in access occurs for multiple reasons, including the prioritization of adult cancers that can create larger markets; a development model that remains centered on adult conditions versus mechanism of action; and outdated assumptions around trial feasibility in pediatric oncology. As a result, only 10 new drugs for pediatric cancer have been FDA approved over the last 30 years," explained Dr. Samuel Blackman, co-founder, pediatric oncologist, and Chief Medical Officer of Day One. "Our goal is to dramatically change the pace of new cancer drug development for children by identifying and developing novel therapies based on pediatric cancer biology, and then following the biology to the benefit of all patients whether they are children or adults."

Enabled by advances in the understanding of the biology of childhood cancers, and informed by its network of leading pediatric oncologists, Day One is equipped to identify patients across the age spectrum who are likely to benefit from a new treatment based upon their tumor’s biology. In parallel, Day One leverages improvements in pediatric oncology clinical trial infrastructure and modern study designs to execute faster and more efficient clinical trials for children with cancer. "This confluence allows new targeted therapies to be developed for both childhood and adult cancers with equal speed and intensity. A small focused company, like Day One, can execute rapidly to deliver new treatments for people with cancer. I am delighted to back Day One on this mission, " Dr. Daniel Becker, Principal at Access Biotechnology.

Day One was incubated at Canaan through a focused effort to identify, acquire, and develop promising new treatments that could address childhood cancers. "Cancer impacts patients of all ages. New treatments should, too," noted Julie Grant, acting-CEO at Day One and General Partner at Canaan. "At Day One we ask – what is the fastest path to FDA approval and insurance coverage for this product? Treating patients whose tumors are most likely to respond to treatment, irrespective of age, as quickly as possible is a simple and often underutilized strategy. Our team is focused on development innovation and rapid execution, in addition to being at the forefront of cancer biology."

To execute on its strategy, Day One recruited a deeply experienced and creative team of drug developers to urgently pursue innovative clinical trials for children and adults with cancer. Details about Day One’s team can be found here. Day One’s extended community of supporters also includes leading physician-scientists and clinical investigators who help inform Day One’s translational and clinical plans, and members of the patient/parent advocacy community who ensure patient-centricity and a focus on the greatest unmet needs. "It is clear that Day One was purpose-built to serve the mission of accelerating pediatric oncology drug development," notes Dr. Daphne Haas-Kogan, Chair of the Department of Radiation Oncology at the Dana-Farber Cancer Institute, who treats both children and adults with cancer. "The depth and experience of their team, their deep commitment to the needs of these patients and their families, and their willingness to include families, investigators, and regulators from the start are unparalleled."

Day One also announced today that it acquired Takeda’s rights to develop and commercialize DAY101 (formerly TAK-580) worldwide, including certain rights previously licensed by Takeda from Sunesis Pharmaceuticals. In parallel, Day One re-negotiated with Sunesis the terms of the licensing agreement acquired from Takeda. Takeda retains license to develop and commercialize DAY101 in certain rare disease indications.

"With its strong expertise in pediatric oncology, Day One is the ideal partner to continue advancing DAY101, which may one day provide a new treatment option for children with relapsed gliomas," said Chris Arendt, PhD, Head of Takeda’s Oncology Therapeutic Area Unit.

DAY101 is a potent selective oral, once-a-week, small molecule type II inhibitor of RAF, an oncogenic driver in a range of cancers including pediatric glioma and adult solid tumors. Over 250 patients have received DAY101 in clinical trials thus far. DAY101 demonstrated early clinical activity across adult and pediatric populations with specific genetic alterations in the RAS/MAP kinase pathway. Details of the clinical safety and efficacy data will be announced in 2020 and 2021.

Tumors harboring genetic alterations, such as BRAF wildtype fusions, BRAF mutations, and other alterations in the MAPK pathway could be addressed by DAY101. Many of these populations cannot be adequately treated with incumbent BRAF or MEK inhibitors. Michael Gladstone, Principal at Atlas Venture, said "Targeted oncology therapies in the RAS/MAP kinase pathway can deliver tremendous benefit to patients young and old. Our priority is developing DAY101 as both a monotherapy and in combination with complementary therapies to treat a range of aggressive cancers that are not served by existing drugs." Canaan, Access Biotechnology, and Atlas Venture jointly funded the $60M series A round to develop DAY101 and to expand the pipeline through additional partnerships.

An investigator sponsored trial of DAY101 to treat children with relapsed pediatric glioma is ongoing through the Pacific Pediatric Neuro-Oncology Consortium. The preclinical work establishing the potential of DAY101 in pediatric glioma was performed by grants from a range of philanthropic organizations including the PLGA Fund at PBTF, the Team Jack Foundation, Team Nathan and Takeda.

RGENIX To Present RGX-202 Phase I Data at 2020 ASCO Virtual Scientific Program

On May 21, 2020 RGENIX, Inc., a clinical stage biopharmaceutical company developing first-in-class small molecule and antibody cancer therapeutics, reported that Dr. Johanna Bendell, Director of the Drug Development Unit at Sarah Cannon Research Center in Nashville, will present an oral abstract related to the RGX-202 program at the 2020 American Society of Clinical Oncology (ASCO) (Free ASCO Whitepaper) Virtual Scientific Program (Press release, Rgenix, MAY 21, 2020, RGENIX To Present RGX-202 Phase I Data at 2020 ASCO (Free ASCO Whitepaper) Virtual Scientific Program [SID1234558431]). The meeting is scheduled to take place May 29 – 31, 2020.

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The details of Rgenix’s presentation are as follows:

Event: 2020 ASCO (Free ASCO Whitepaper) Virtual Scientific Program

Date: May 29, 2020

Time: 8:00 AM EDT (available for download)

Description: Abstract #3504, "Phase I monotherapy dose escalation of RGX-202, a first-in-class oral inhibitor of the SLC6a8/CKB pathway, in patients with advanced gastrointestinal (GI) solid tumors."

Geron Announces Plans for Imetelstat Phase 3 Clinical Trial in Myelofibrosis and Other Updates

On May 21, 2020 Geron Corporation (Nasdaq: GERN), a late-stage clinical biopharmaceutical company, reported plans for a Phase 3 clinical trial in MF patients who are refractory to treatment with a janus kinase (JAK) inhibitor, including trial design and expected timelines for trial start and future data readouts (Press release, Geron, MAY 21, 2020, View Source [SID1234558415]). Geron also provided an update on its ongoing IMerge Phase 3 clinical trial in lower risk MDS and reported revised fiscal year 2020 operating expense guidance.

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"We are very pleased to announce that following a productive meeting with the FDA, we plan to move forward with a randomized Phase 3 clinical trial in refractory MF," said John A. Scarlett, M.D., Chairman and Chief Executive Officer. "Our planned Phase 3 clinical trial in refractory MF will compare imetelstat to best available therapy that excludes JAK inhibitors and has overall survival as the primary endpoint. Also, we have an ongoing Phase 3 clinical trial in lower risk MDS with transfusion independence as the primary endpoint and durability of transfusion independence as a key secondary endpoint. We believe the results from these two Phase 3 clinical trials will differentiate imetelstat, due to its unique mechanism of action, from currently available therapies and enable Geron to become a leader in the treatment of hematologic myeloid malignancies."

Planned Phase 3 Clinical Trial in Refractory Myelofibrosis (MF)

The planned Phase 3 clinical trial in refractory MF is designed to be an open label 2:1 randomized, controlled trial to evaluate imetelstat (9.4 mg/kg administered by intravenous infusion every three weeks) in approximately 320 patients with Intermediate-2 or High-risk MF. Patients eligible for the trial will be required to be refractory to a JAK inhibitor, an inclusion criterion that is planned to be defined as having an inadequate spleen response or symptom response after treatment with a JAK inhibitor for at least six months, including an optimal dose of a JAK inhibitor for at least two months. The control arm is planned to be best available therapy (BAT), excluding JAK inhibitors. The primary efficacy endpoint for the trial is planned to be overall survival (OS). Planned key secondary endpoints include symptom response, spleen response, progression free survival, complete response, partial response, clinical improvement, duration of response, safety, pharmacokinetics, and patient reported outcomes.

Currently, the planned Phase 3 clinical trial in refractory MF has been designed with more than 85% power to detect a 40% reduction in the risk of death for the imetelstat treated patients (hazard ratio=0.60; one-sided alpha=0.025), for example, 14 months for the BAT arm and 23 months for the imetelstat arm. The final analysis for OS is planned to be conducted after more than 50% of the total enrolled patients have died. An interim analysis of OS, in which the alpha spend is expected to be approximately 0.01, is planned to be conducted after approximately 70% of the total projected number of events, or deaths, for the final analysis have occurred. At the interim analysis, if the pre-specified statistical OS criterion is met, then Geron expects such data may support registration of imetelstat in refractory MF. If the prespecified OS criterion is not met at interim analysis, the trial will continue to the final analysis. Both the planned interim and final analyses are event driven and could occur on different timelines than currently expected.

The trial design for the planned Phase 3 clinical trial in refractory MF was discussed with the U.S. Food and Drug Administration (FDA) at a Type C meeting in the second quarter of 2020. The FDA accepted the proposed trial design, including the definition of the refractory MF patient population, the primary efficacy endpoint of OS, secondary endpoints, the use of BAT for the control arm that excludes JAK inhibitors, and the statistical design and methods to be used to analyze data from the trial for the interim and final analyses. Although the FDA urged Geron to consider a third dosing arm to assess a lower dose and/or a more frequent dosing schedule that might identify a less toxic regimen and/or improve spleen response, one of the trial’s secondary endpoints, the FDA did not object to Geron’s proposed imetelstat dose and schedule of 9.4 mg/kg every three weeks. Geron believes the current design of the planned Phase 3 clinical trial will support, if the trial is successful, the registration of imetelstat in refractory MF.

Currently, Geron expects to engage over 150 sites to participate in the global Phase 3 clinical trial in refractory MF across North America, South America, Europe and Asia. Geron plans to open the trial for screening and enrollment in the first quarter of 2021. Under current assumptions, Geron expects to complete patient enrollment in the planned Phase 3 clinical trial in refractory MF in the second half of 2022, to conduct an interim analysis in the first half of 2023 and to conduct a final analysis in the first half of 2024. The timing and achievement of enrollment completion and either or both of the planned analyses depend on numerous factors, including obtaining regulatory clearance of the trial protocol, Geron’s ability to raise additional capital, and delays or interruptions related to the evolving effects of the COVID-19 pandemic.

Update on IMerge Phase 3 Clinical Trial in Lower Risk Myelodysplastic Syndromes (MDS)

As of the end of April 2020, approximately 68% of planned clinical sites for the IMerge Phase 3 clinical trial in lower risk MDS were open for enrollment. Due to the effects of the COVID-19 pandemic on site initiations and enrollment, Geron now plans to complete patient enrollment by the end of the first quarter of 2021. To facilitate this timing, the Company is currently evaluating the feasibility of increasing the number of participating countries by six, and the number of clinical sites by 40. Following 15 months from the last patient being enrolled, a primary analysis of efficacy and safety data from the trial will begin to enable top-line results. Under current assumptions, the Company expects top-line results to be available in the second half of 2022. This anticipated timing is subject to potential delays or interruptions associated with the evolving effects of the COVID-19 pandemic, regardless of Geron’s evaluation of additional countries and sites.

The IMerge Phase 3 clinical trial has been designed with more than 85% power to detect a statistically significant difference in the primary endpoint of 8-week transfusion independence between the imetelstat treatment arm and the placebo arm. Based on discussions with U.S. and European regulatory authorities, Geron believes the IMerge Phase 3 clinical trial, if successful, will support the registration of imetelstat in lower risk MDS.

Revised Guidance and Development Priorities

The Company expects its 2020 operating expense burn to range from $70 to $75 million. This guidance reflects cash conservation measures implemented in April due to the COVID-19 pandemic, such as suspending travel and postponing a planned imetelstat proof of concept study, as well as the new costs for startup activities associated with the planned Phase 3 clinical trial in refractory MF and the additional costs for the expansion of clinical sites for the IMerge Phase 3 clinical trial. Spending in 2020 is expected to support the following development priorities, subject to the evolving effects of the COVID-19 pandemic:

Development priorities for 2020

Startup activities for the planned Phase 3 clinical trial in refractory MF to enable the trial to be open for screening and enrollment in the first quarter of 2021.

Continue working with investigators participating in the ongoing IMerge Phase 3 clinical trial in order to complete patient enrollment in the trial by the end of the first quarter of 2021.

Oral presentation of more mature IMerge Phase 2 data, including durability of transfusion independence in lower risk MDS, at the Virtual European Hematology Association (EHA) (Free EHA Whitepaper) Annual Congress on June 12.

An abstract published online on May 14, 2020 described long-term efficacy and safety data, including one-year transfusion free interval and the longest median duration of red blood cell transfusion independence reported to date in the trial. The abstract is available on the EHA (Free EHA Whitepaper) website at www.ehaweb.org/congress.
Poster presentations at the Virtual EHA (Free EHA Whitepaper) Annual Congress of new analyses from IMbark Phase 2 data providing further evidence of observed improvement in OS as an indicator of potential disease-modifying activity of imetelstat in relapsed/refractory MF.

Three abstracts published online on May 14, 2020 suggest that dose-related improvements in OS correlate with other clinical benefits, such as symptom and spleen response as well as fibrosis improvement observed in the trial; improvements in OS in a patient subpopulation with a poor prognosis due to the absence of the three primary driver mutations in MF, or triple-negative; and dose-dependent inhibition of telomerase with imetelstat, resulting in on-target activity that correlates with improvement in OS. Taken together, Geron believes the three MF abstracts substantiate the OS outcome observed in IMbark and support the planned Phase 3 clinical trial in refractory MF.
The previously announced proof of concept study in High-risk MDS and acute myeloid leukemia (AML), originally expected to begin in the fourth quarter of 2020, has been postponed in order to prioritize the Phase 3 clinical trials in lower risk MDS and refractory MF.

Upcoming Events

Q1 2020 Financial Results
May 28, after market close
Virtual Annual Stockholder Meeting
June 5, 8 a.m. PT
Virtual EHA (Free EHA Whitepaper) Annual Congress
June 11-14
Post-EHA KOL Virtual Event
June 17, before market open
Conference Call

Geron will host a conference call at 4:30 p.m. ET on Thursday, May 28, 2020 to discuss plans for the Phase 3 clinical trial in refractory MF, as well as an update on the IMerge Phase 3 clinical trial and first quarter financial results.

Participants may access the conference call live via telephone by dialing domestically +1 (833) 513-0551 or internationally +1 (647) 689-4209. The conference ID is 5582655. A live, listen-only webcast will also be available on the Company’s website at www.geron.com/investors/events. If you are unable to listen to the live call, an archived webcast will be available on the Company’s website for 30 days.

Unmet Medical Need in Lower Risk Myelodysplastic Syndromes (MDS)

MDS is a group of blood disorders in which the continuous upregulation of telomerase is associated with the proliferation of malignant progenitor cells which produces multiple malignant cell clones in the bone marrow resulting in disordered and ineffective production of the myeloid lineage, which includes red blood cells, white blood cells and platelets. In MDS, bone marrow and peripheral blood cells may have abnormal, or dysplastic, cell morphology. MDS is frequently characterized clinically by severe anemia, or low red blood cell counts, and low hemoglobin. In addition, other peripheral cytopenias, or low numbers of white blood cells and platelets, may cause life-threatening infections and bleeding. Transformation to AML occurs in up to 30% of MDS cases and results in poorer overall survival.

MDS is the most common of the myeloid malignancies and is primarily a disease of the elderly, with median age at diagnosis around 70 years. In addition, MDS patients are grouped using the World Health Organization (WHO) classification system, which was most recently updated in 2016. It divides MDS into types based mainly on how the cells in the bone marrow look under the microscope, as well as other factors. Common MDS subgroups include ringed sideroblast positive, or RS+, and ringed sideroblast negative, or RS-.

The majority of MDS patients, approximately 70%, fall into what are considered to be the lower risk groups at diagnosis, according to the International Prognostic Scoring System that takes into account the presence of a number of disease factors, such as cytopenias and cytogenetics, to assign relative risk of progression to AML and overall survival. There are more than 100,000 people worldwide and 40,000 people in the U.S. living with lower risk MDS. In addition, more than 10,000 new cases of lower risk MDS are reported each year in the U.S. Based on Geron’s internal estimates of pricing and addressable patient population, if imetelstat is approved for commercial use by the FDA and foreign regulatory authorities in lower risk MDS, Geron believes the annual revenue potential in lower risk MDS in the U.S. could exceed $500 million and $1 billion worldwide.

Chronic anemia is the predominant clinical problem in patients who have lower risk MDS. Many of these patients become dependent on red blood cell transfusions due to low hemoglobin. Serial red blood cell transfusions can lead to elevated levels of iron in the blood and other tissues, which the body has no normal way to eliminate. Iron overload is a potentially dangerous condition. Studies in patients with MDS have shown that iron overload resulting from regular red blood cell transfusions is associated with a poorer overall survival and a higher risk of developing AML.

Geron believes that imetelstat, a first-in-class telomerase inhibitor, has the potential to inhibit the uncontrolled proliferation of malignant stem and progenitor cells in MDS, resulting in reduction of dysfunctional blood cell production and potentially enabling recovery of normal hematopoiesis.

Unmet Medical Need in Intermediate-2 or High-risk Myelofibrosis (MF)

MF, a type of myeloproliferative neoplasm, is a chronic blood cancer in which abnormal or malignant precursor cells in the bone marrow proliferate rapidly, causing scar tissue, or fibrosis, to form. As a result, normal blood production in the bone marrow is impaired and may shift to other organs, such as the spleen and liver, which can cause them to enlarge. People with MF may have abnormally low or high numbers of circulating red blood cells, white blood cells or platelets, and abnormally high numbers of immature cells in the blood or bone marrow. MF patients can also suffer from debilitating constitutional symptoms, such as drenching night sweats, fatigue, severe itching, or pruritus, abdominal pain, fever and bone pain.

Approximately 70% of MF patients are classified as having Intermediate-2 or High-risk disease, as defined by the Dynamic International Prognostic Scoring System Plus described in a 2011 Journal of Clinical Oncology article. There are more than 35,000 patients worldwide and more than 13,000 patients in the U.S. living with Intermediate-2 or High-risk MF. In addition, more than 2,000 new cases are reported each year in the U.S. Based on Geron’s internal estimates of pricing and addressable patient population, if imetelstat is approved for commercial use by the FDA and foreign regulatory authorities in refractory MF, Geron believes the annual revenue potential in refractory MF in the U.S. could exceed $750 million and $1.5 billion worldwide.

The only drug therapies approved by the FDA for treating MF patients with Intermediate-2 or High-risk disease are the JAK inhibitors, ruxolitinib and fedratinib. According to medical literature, approximately 50% of patients discontinue treatment with ruxolitinib within three years and 75% within five years due to disease progression, adverse events, and unsatisfactory response to treatment. Currently, no drug therapy is specifically approved by the FDA for those patients who fail or no longer respond to JAK inhibitor treatment, and median survival for such refractory MF patients after discontinuation from ruxolitinib is only approximately 14 to 16 months, representing a significant unmet medical need.

As a telomerase inhibitor, Geron believes that imetelstat has the potential to inhibit the uncontrolled proliferation of malignant stem and progenitor cells in refractory MF patients to reduce dysfunctional blood cell production and potentially enable recovery of normal hematopoiesis.

About Imetelstat

Imetelstat is a novel, first-in-class telomerase inhibitor exclusively owned by Geron and being developed in hematologic myeloid malignancies. Early clinical data suggest imetelstat may have disease-modifying activity through the apoptosis of malignant stem and progenitor cells, which allows potential recovery of normal hematopoiesis. Geron’s imetelstat development program includes two ongoing or planned registration-enabling studies, IMerge, an ongoing Phase 2/3 clinical trial in lower risk myelodysplastic syndromes (MDS), and a planned Phase 3 clinical trial in refractory myelofibrosis (MF) expected to be open for patient screening and enrollment in the first quarter of 2021. Imetelstat has been granted Fast Track designation by the U.S. Food and Drug Administration for both the treatment of patients with non-del(5q) lower risk MDS who are refractory or resistant to an erythropoiesis-stimulating agent and for patients with Intermediate-2 or High-risk MF whose disease has relapsed after or is refractory to janus kinase (JAK) inhibitor treatment.

BD Prices Offerings of $1.5 Billion of Common Stock and $1.5 Billion of Depositary Shares Representing Interests in Mandatory Convertible Preferred Stock

On May 21, 2020 BD (Becton, Dickinson and Company) (NYSE:BDX) reported that it has priced its previously announced registered offerings of $1.5 billion of common stock, par value $1.00 per share, at a public offering price of $240.00 per share, and $1.5 billion of depositary shares, each representing a 1/20th interest in a share of 6.00% Mandatory Convertible Preferred Stock, Series B, par value $1.00 per share, at a public offering price of $50.00 per share (Press release, BD Pharmaceutical Systems, MAY 21, 2020, View Source [SID1234558404]). Pursuant to the offerings, BD has granted the underwriters an option to purchase from BD up to an additional $225 million of common stock and up to an additional $225 million of depositary shares, in each case at the public offering price per share.

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BD intends to use the proceeds from the offerings for general corporate purposes, which may include, without limitation and in the Company’s sole discretion, funding its growth through organic investments and acquisitions, working capital, capital expenditures and repayment of outstanding indebtedness. The offerings are expected to close on or about May 26, 2020, subject to customary closing conditions.

Each depositary share entitles the holder of such depositary share to a proportional fractional interest in the rights and preferences of the mandatory convertible preferred stock, including conversion, dividend, liquidation and voting rights, subject to the terms of the deposit agreement. Unless previously converted, on or around June 1, 2023, each then outstanding share of mandatory convertible preferred stock will automatically convert into between 3.4722 and 4.1666 shares of BD’s common stock (and correspondingly, the conversion rate for each depositary share will be between 0.1736 and 0.2083 shares of BD’s common stock), subject to customary anti-dilution adjustments, depending on the volume-weighted average price of BD’s common stock over a 20 consecutive trading day averaging period prior to that date. Dividends on the mandatory convertible preferred stock will be payable on a cumulative basis when, as and if declared by BD’s board of directors, at an annual rate of 6.00% on the initial liquidation preference of $1,000 per share of mandatory convertible preferred stock (equivalent to $60.00 per year per share), on the first business day of each of March, June, September and December of each year, commencing on September 1, 2020 and ending on, and including, June 1, 2023.

Currently, no public market exists for the depositary shares. BD applied to list the depositary shares on the New York Stock Exchange under the symbol "BDXB."

The joint book-running managers for the offering of common stock are J.P. Morgan; Barclays; Goldman Sachs & Co. LLC; BNP Paribas; Citigroup; Morgan Stanley; MUFG; Scotiabank and Wells Fargo Securities; and the co-managers are Academy Securities; BNY Mellon Capital Markets, LLC; BTIG; ING; Loop Capital Markets; PNC Capital Markets LLC; Roberts & Ryan; Siebert Williams Shank and TD Securities. The joint book-running managers for the offering of depositary shares are J.P. Morgan; Barclays; Goldman Sachs & Co. LLC; BNP Paribas; Citigroup; Morgan Stanley; MUFG; Scotiabank and Wells Fargo Securities; and the co-managers are BNY Mellon Capital Markets, LLC; ING; Loop Capital Markets; PNC Capital Markets LLC; Roberts & Ryan; Siebert Williams Shank; Standard Chartered Bank; TD Securities and US Bancorp. You may obtain a preliminary prospectus supplement for either offering by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (866) 803-9204, or by emailing [email protected]; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone (888) 603-5847, or by emailing [email protected]; and Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention: Registration Department, telephone (866) 471-2526).