On August 17, 2020 JW Therapeutics, the JV formed by Seattle’s CAR-T specialist Juno Therapeutics and China’s WuXi AppTec, reported that it has posted its prospectus for a Hong Kong IPO (Press release, JW Therapeutics, AUG 17, 2020, View Source [SID1234563828]). The company will bring Juno’s CAR-T cell therapies to China, but it has expanded to include immunotherapy in-licensings from other companies as well. Last month, JW acquired Syracuse Biopharma, a Hong Kong cell therapy company. And the prospectus reveals JW will also acquire China rights to off-the-shelf natural killer cell therapy candidates from Taiwan’s Acepodia. JW is expected to raise between $200 million and $300 million in the offering.

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On August 17, 2020 Agile Therapeutics, Inc. (Nasdaq: AGRX), a forward-thinking women’s healthcare company, reported the appointment of Paul Korner, MD, MBA, to the position of Chief Medical Officer (Press release, Agile Therapeutics, AUG 17, 2020, View Source [SID1234563773]). Dr. Korner is a board-certified obstetrician and gynecologist with more than 20 years of pharmaceutical and biotech industry experience, including significant experience within women’s healthcare. He will be responsible for supporting the commercial launch of Twirla, advancing the Company’s internal pipeline and evaluating external growth opportunities. Dr. Korner will report to Al Altomari, Agile’s Chairman and Chief Executive Officer.

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"We are excited to welcome Dr. Korner to Agile as we continue to strengthen and expand our senior leadership team," said Al Altomari. "Dr. Korner’s private practice work and his deep pharmaceutical experience, particularly in leading multiple women’s health product approvals and launches, makes him a natural fit as we continue to advance Twirla towards commercial launch and broaden our women’s health portfolio for areas of unmet need."

Dr. Korner has served in various leadership positions of increasing responsibility at several global companies focused on female reproductive health, including Solvay Pharmaceuticals, Wyeth Research, Bayer, and Ferring Pharmaceuticals. Dr. Korner has led more than 50 clinical trials that include multiple engagements with the U.S. Food and Drug Administration, European Medicines Agency, Pharmaceuticals and Medical Devices Agency in Japan, and Health Canada. Most recently Dr. Korner brought his clinical and development acumen to the gene therapy space as a Senior Vice President of Clinical Development & Medical Affairs at Axovant Gene Therapies, Ltd.

"Agile is at the forefront of expanding healthcare options for women, and I am thrilled to join the Company at this important time. I look forward to supporting Agile’s continued product development and the launch of Twirla, an innovative and important new contraceptive option for women," said Dr. Korner.

Dr. Korner received his MD from the Stritch School of Medicine at Loyola University. He also holds an MBA from the Michael J. Coles College of Business at Kennesaw State University. He currently serves on the Laidlaw Venture Partners Scientific Advisory Board and the Board of Directors of Voltron Therapeutics as an Independent Director.

On August 17, 2020 Axial Biotherapeutics, a biotechnology company dedicated to building a unique class of gut-targeted programs for neurodegenerative diseases and neurodevelopmental disorders, reported that management will participate in a fireside chat at The JMP Securities CNS Forum on Wednesday, August 19, 2020 at 2:00 PM ET (Press release, Axial Biotherapeutics, AUG 17, 2020, View Source [SID1234563751]).

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On August 17, 2020 Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) reported financial results for the second quarter ended June 30, 2020 and provided a business update (Press release, Adamis Pharmaceuticals, AUG 17, 2020, View Source [SID1234563750]).

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Dr. Dennis J. Carlo, President and Chief Executive Officer of Adamis Pharmaceuticals, stated,

"Although we continue to be negatively impacted by the pandemic and government required operating restrictions, we are very excited about several developments during the last quarter. First, we finalized our agreement with Sandoz, Inc. to take back U.S. commercial rights for our SYMJEPI products. More importantly, we executed a new agreement with US WorldMeds, LLC (USWM) under which they have assumed U.S. rights to market and distribute the SYMJEPI products and, upon FDA approval which we believe will occur this year, will have commercial rights for our ZIMHITM product. I strongly feel USWM’s commitment to detail SYMJEPI to allergists and high-prescribing physicians will be a catalyst to bring broad awareness and usage within the billion plus dollar anaphylaxis market."

"Also, during the last quarter we acquired rights develop a novel drug compound, Tempol, for certain indications including COVID-19 infections. We believe Tempol could be a powerful therapeutic agent in combating COVID-19 and are committed to working with the FDA and other agencies with a goal to begin testing Tempol in patients as soon as practicable. I believe there are a number of exciting near-term milestones for Adamis and I am very excited about the second half of 2020 and beyond."

Product Updates

SYMJEPI (epinephrine) Injection

On July 1, 2020, Adamis’ new commercial partner, USWM began promoting SYMJEPI (epinephrine) Injection 0.3mg and SYMJEPI (epinephrine) Injection 0.15mg products through its field sales force in the U.S. USWM expects to focus its sales efforts on the high-prescribing allergists, pediatricians, and primary care physicians.

In addition to the U.S., Adamis continues to seek opportunities to market SYMJEPI into other territories and during the last quarter, through its Australian partner, Emerge Health, Adamis submitted a regulatory dossier to seek clearance to begin marketing both SYMJEPI products in the Australian market.

ZIMHI (naloxone) Injection

On May 11, 2020, Adamis entered into an exclusive distribution and commercialization agreement with USWM for the U.S. commercial rights for ZIMHI (naloxone HCI Injection, USP) 5mg/0.5mL product candidate. Under the terms of the agreement, USWM obtained U.S.

Tempol

In June, the company entered into a license agreement with Matrix Biomed, Inc. (Matrix) to license rights under patents, patent applications and related know-how of Matrix related to Tempol, an investigational drug in the fields of COVID-19 infection, asthma, respiratory syncytial virus influenza infection and as a therapeutic for reducing radiation-induced dermatitis in patients undergoing treatment for cancer.

Since licensing this product, the company has submitted to the FDA a Pre-Investigational New Drug (IND) package, and the FDA has provided detailed comments regarding the prospective use of Tempol in a randomized placebo controlled Phase II study examining Tempol in COVID-19 patients. The company’s goal is to apply for and obtain funding from certain government agencies and programs to enable the necessary trials to determine the efficacy of Tempol as a therapeutic treatment for COVID-19.

Drug Outsourcing Facility

Year to date, sterile and non-sterile revenues from the company’s wholly owned drug outsourcing facility, US Compounding (USC), were adversely affected by slowing demand due to the novel coronavirus outbreak. Revenues decreased by approximately 19% year to date compared to the same period in the prior year.

Second Quarter Financial Results

Year to date revenues were approximately $8.6 million and $10.7 million for the six months ended June 30, 2020 and 2019, respectively, a decrease of approximately 20% at the end of June of 2020 compared to the comparable period of 2019. The COVID-19 pandemic has adversely affected revenues from sales of USC products, in part due to reductions or cancellations of outpatient or elective surgeries and other medical procedures and reductions in office visits to physicians’ offices, healthcare facilities or clinics by patients, and the resulting decreased demand by USC’s customers for certain of USC’s products.

Selling, general and administrative expenses ("SG&A") for the six months ended June 30, 2020 and 2019 were approximately $11.7 million and $15.0 million, respectively. The decrease was primarily attributable to decreases in wages, benefits and other compensation expenses and to a lesser extent by decreases in patent, consulting, outside services, professional fees, depreciation and other related expenses.

Research and development expenses were approximately $5.1 million and $5.0 million for the six months ended June 30, 2020 and 2019, respectively.

Cash and equivalents at the end of the second quarter was approximately $7.9 million.

Targeted Milestones

●Work with USWM to finalize transition of SYMJEPI commercial responsibility from Sandoz;
●FDA approval and U.S. commercial launch of ZIMHI;
●Return USC division back to pre-COVID-19 levels;
●Apply for government and other forms of funding for Tempol trial in COVID-19 patients; and
●Begin Phase 2 trial for Tempol in COVID-19 patients

Conference Call

Adamis will host a conference call and live webcast on Thursday, August 20, 2020 at 1:30 pm Pacific Time to discuss its financial and operating results for the second quarter of 2020 as well as provide an update on business developments and activities.

US Dial-in (Toll Free): 1-877-423-9813

TOLL/International Dial-in: 1-201-689-8573

Conference ID: 13708688

Webcast: View Source

In addition, a telephone playback of the call will be available after approximately 4:30 pm PT on August 20, 2020. To listen to the replay, call toll free 1-844-512-2921 within the United States or 1-412-317-6671 when calling internationally (toll). Please use the replay PIN number 13708688.

On August 17, 2020, Amgen Inc. (the "Company") reported that it completed the early settlement for Old Notes (as defined below) tendered and accepted by the Company in the Company’s previously announced nine separate private offers to exchange (each, an "Exchange Offer" and, collectively, the "Exchange Offers") certain specified series of its outstanding senior notes (collectively, the "Old Notes") for a combination of a cash payment and new 2.770% Senior Notes due 2053 (the "New Notes") (Filing, 8-K, Amgen, AUG 17, 2020, View Source [SID1234563749]).

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Pursuant to the Exchange Offers, the aggregate principal amounts of the Old Notes set forth below were validly tendered and accepted and subsequently cancelled:

$37,335,000 aggregate principal amount of the Company’s 6.90% Senior Notes due 2038 (the "Existing 6.90% Notes");

$73,531,000 aggregate principal amount of the Company’s 6.375% Senior Notes due 2037 (the "Existing 6.375% Notes");

$133,310,000 aggregate principal amount of the Company’s 6.40% Senior Notes due 2039 (the "Existing 6.40% Notes");

$39,022,000 aggregate principal amount of the Company’s 5.75% Senior Notes due 2040 (the "Existing 5.75% Notes");

$71,602,000 aggregate principal amount of the Company’s 5.65% Senior Notes due 2042 (the "Existing 5.65% Notes");

$76,199,000 aggregate principal amount of the Company’s 5.375% Senior Notes due 2043 (the "Existing 5.375% Notes"); and
,000 aggregate principal amount of the Company’s 5.15% Senior Notes due 2041 (the "Existing 5.15% Notes").

No amount of (i) the Company’s 4.95% Senior Notes due 2041 or (ii) the Company’s 4.40% Senior Notes due 2045 were accepted by the Company in the Exchange Offers.

Following such cancellation, the aggregate principal amounts of the Old Notes set forth below remain outstanding:

$253,281,000 aggregate principal amount of the Existing 6.90% Notes;

$478,879,000 aggregate principal amount of the Existing 6.375% Notes;

$333,010,000 aggregate principal amount of the Existing 6.40% Notes;

$373,098,000 aggregate principal amount of the Existing 5.75% Notes;

$415,418,000 aggregate principal amount of the Existing 5.65% Notes;

$184,878,000 aggregate principal amount of the Existing 5.375% Notes; and

$728,887,000 aggregate principal amount of the Existing 5.15% Notes.

In connection with the settlement of the Exchange Offers, the Company has issued $940,000,000 aggregate principal amount of its New Notes and will pay an aggregate of $85,382,998.17 cash consideration, excluding accrued and unpaid interest, in exchange for the validly tendered and accepted Old Notes.

The New Notes were issued pursuant to an indenture, dated as of May 22, 2014 (the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and an officer’s certificate, dated as of August 17, 2020 (the "Officer’s Certificate"), setting forth the terms of the New Notes.

The relevant terms of the New Notes are set forth in the Indenture, included as Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed on May 22, 2014, and incorporated herein by reference, and the Officer’s Certificate (including the forms of the New Notes) attached hereto as Exhibit 4.2 and incorporated herein by reference.

The New Notes will bear interest at a rate of 2.770% per annum, which shall be payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2021. The New Notes will mature on September 1, 2053.

In the event of a change in control triggering event, as defined in the Officer’s Certificate attached hereto as Exhibit 4.2, the holders of the New Notes may require the Company to purchase for cash all or a portion of their Notes at a purchase price equal to 101% of the principal amount of New Notes, plus accrued and unpaid interest, if any. The descriptions of the Indenture, the Officer’s Certificate and the New Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officer’s Certificate and the New Notes, respectively.

The New Notes will rank equal in right of payment to all of the Company’s other existing and future senior unsecured indebtedness, senior in right of payment to all of the Company’s existing and future subordinated indebtedness, effectively subordinated in right of payment to all of the Company’s subsidiaries’ obligations (including secured and unsecured obligations) and subordinated in right of payment to the Company’s secured obligations, to the extent of the assets securing such obligations.

In connection with the sale of the New Notes, the Company entered into a registration rights agreement, dated as of August 17, 2020 (the "Registration Rights Agreement"), with BofA Securities, Inc. and J.P. Morgan Securities LLC, as lead dealer managers, and BNP Paribas Securities Corp., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, Blaylock Van, LLC and Siebert Williams Shank & Co., LLC, as co-dealer managers. Pursuant to the Registration Rights Agreement, the Company has agreed to use its reasonable efforts to file a registration statement with respect to an offer to exchange the New Notes for a new issue of substantially identical notes registered under the Securities Act of 1933, as amended (the "Securities Act"), within 180 days after August 17, 2020, the initial issue date of the New Notes (the "Issue Date"). The Company has also agreed to use its reasonable efforts to cause the registration statement to be declared effective within 270 days after the Issue Date and to use its reasonable efforts to consummate the exchange offer within 310 days after the Issue Date. The Company may be required to provide a shelf registration statement to cover resales of the New Notes under certain circumstances. If the Company fails to satisfy these obligations, it may be required to pay holders of the New Notes additional amounts. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4.3 and is incorporated herein by reference.

The New Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This current report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.