AIM ImmunoTech Reports 2019 Year-end Financial Results

On March 31, 2020 AIM ImmunoTech (NYSE American:AIM) reported financial results for the fiscal year ended December 31, 2019, and provides a business update (Press release, AIM ImmunoTech, MAR 31, 2020, View Source;id=188690&p=2174742&I=1206939-c7Z3G6f3m8 [SID1234556048]).

Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:

Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

                  Schedule Your 30 min Free Demo!

2019 Financial Highlights

As of December 31, 2019, AIM had cash, cash equivalents and marketable securities of $8.778 million, compared with $1.825 million as of December 31, 2018.

Research and development expenses for 2019 were $4.651 million, compared with $4.778 million for 2018. General and administrative expenses for 2019 were $7.039 million, compared with $6.201 million for 2018.

The net loss from continuing operations for 2019 was $9.533 million, or $2.62 per share, compared with $9.827 million, or $9.77 per share, for 2018.

Please refer to the full 10-K for complete details.

Update on COVID-19 Pandemic Response

Since the outbreak of SARS-CoV-2 – which causes the disease COVID-19 – AIM has been actively engaged in determining whether its drug Ampligen could be an effective treatment for this virus. The company believe that prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects against the new virus as both a protective prophylaxis and an early-onset therapy.

AIM has reached several significant COVID-19 milestones over the past two months:

AIM filed provisional patent applications to secure the company’s intellectual property before seeking domestic and international research partners.
Japan’s National Institute of Infectious Diseases (NIID) agreed to experiment with Ampligen as a potential treatment for COVID-19. The testing and research will be conducted by laboratories at the NIID and the University of Tokyo. AIM will report immediately upon receipt of results.
AIM engaged ChinaGoAbroad (CGA) to facilitate pre-clinical and clinical trials of Ampligen in the People’s Republic of China (PRC).
AIM is in discussions with GP-Pharm in Argentina to advance Ampligen for potential use against COVID-19. Ampligen is an approved drug in Argentina for use against myalgic encephalomyelitis/chronic fatigue syndrome.
AIM is in discussions in The Netherlands – where Ampligen was recently used to treat pancreatic cancer patients – to explore expedited pre-clinical and clinical trials of Ampligen.
AIM is currently targeting the United States, Europe, Asia and Argentina for new clinical trials and, as necessary steps before clinical trials could begin, the company is in the process of soliciting one or more sites and qualified principal investigators in one or more countries. Protocols for potential clinical trial are in the final stages of development. AIM intends, as a next step, to as rapidly as possible seek Institutional Review Board approvals and governmental authorizations to commence the clinical trials of Ampligen as both a protective prophylaxis and an early-onset therapy.

Update on Cancer Clinical Trials/Programs

Six Ampligen clinical trials are currently underway at university cancer centers testing whether tumor microenvironments can be reprogrammed to increase the effectiveness of cancer immunotherapy, including checkpoint inhibitors. The company will promptly update stockholders and the market as more information on these studies becomes available. Cancer patients are especially at risk with COVID-19. AIM recognizes that all cancer centers, like all medical facilities, must make the pandemic their priority. Therefore, there is the potential for delays in clinical trial enrollment and reporting in ongoing studies in cancer patients as a consequence of the COVID-19 medical emergency

Phio Announces Positive New Data Validating the INTASYL™ Immunotherapy Platform’s Ability to Develop Novel Compounds Capable of Inhibiting Cancer Tumor Growth

On March 31, 2020 Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a biotechnology company developing the next generation of immuno-oncology therapeutics based on its proprietary self-delivering RNAi (INTASYL) therapeutic platform, reported data from various animal studies validating the potential of Phio’s INTASYL technology as a cancer immunotherapy platform for developing novel compounds (Press release, Phio Pharmaceuticals, MAR 31, 2020, View Source [SID1234556045]). The preclinical findings, which will be presented in further detail at upcoming scientific conferences, demonstrate that the INTASYL-enabled compounds can effectively be used to reduce immunosuppression in the tumor microenvironment (TME), which is one of the key challenges for many other immunotherapy platforms to achieve an adequate therapeutic effect in solid tumors.

Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:

Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

                  Schedule Your 30 min Free Demo!

Phio scientists conducted several animal studies with a mouse version of PH-762 (mPH-762) and with PH-894 in a validated mouse model of cancer (murine hepatocellular carcinoma model with Hepa1-6 cells). These studies show that a local administration of mPH-762 or PH-894 through intra-tumoral injection resulted in potent anti-tumoral effects. The treated animals showed a complete and statistically significant (p <0.0001) inhibition of tumor growth, whereas placebo treated animals displayed exponential tumor growth.

"These results demonstrate that local administration of INTASYL-enabled compounds successfully infiltrate solid tumors, and significantly impact the tumor microenvironment, resulting in reduced tumor growth by activating the immune response in animal models of solid tumors," said Dr. Simon Fricker, Vice President of Research of Phio Pharmaceuticals. "Our findings show that with INTASYL we can efficiently and selectively target intracellular proteins such as BRD4, which is a well described therapeutic target that is challenging to attack with other available therapeutic platforms."

PH-762 is designed to elicit checkpoint blockade by inhibiting PD-1 receptor expression in T cells and has shown to silence the expression of checkpoint molecule PD-1 in target human T cells in a potent and durable manner. This is compared to the currently available treatment options for PD-1 inhibition, which include systemic administration of monoclonal antibody therapy.

"Only a minority of patients achieve a durable objective response with these monoclonal antibody therapies and there is a high risk of systemic immune-related toxicities, which is a major limiting factor to their clinical use. Intra-tumoral therapeutics, such as PH-762, could result in an optimized benefit/risk ratio, with good antitumor response as well as reduced systemic immune-related toxicities, that would be highly interesting, especially in early stages of the diseases," said Professor Caroline Robert, MD, PhD, head of the Dermatology Unit at the Gustave Roussy Institute which focuses on skin cancer research.

PH-894 is an INTASYL-enabled compound silencing the expression of BRD4, a regulator of gene expression impacting cell differentiation. PH-894 has shown in previous studies to improve T cell function and persistence by differentiating T cells into an effector memory phenotype.

Professor Rolf Kiessling, MD, PhD, Professor of Experimental Oncology at the Karolinska Institutet and member of Phio’s Scientific Advisory Board, stated: "BRD4 is increasingly recognized as an important target for cancer therapy, but selective inhibition of this protein thus far has been challenging. In contrast to small molecule drugs, PH-894 can selectively inhibit BRD4 without impacting closely related proteins, due to the precise and selective silencing of protein expression possible with the INTASYL platform."

"These exciting new preclinical results build upon our animal data with PH-804, an INTASYL compound designed to silence the expression of the immune exhaustion target TIGIT in various immune cells resulting in them becoming weaponized, and support the continued development of our pipeline of therapeutic compounds," said Dr. Gerrit Dispersyn, President and CEO of Phio Pharmaceuticals. "These results, along with our development efforts with INTASYL in the field of adoptive cellular therapy, show the promise of our INTASYL platform in various treatment approaches of hard-to-treat cancers, such as solid tumors. We believe our technology has a bright future as a means to improve adoptive cellular therapy, but also as a direct therapeutic platform."

BioNTech Announces Full Year 2019 Financial Results and Corporate Update

On March 31, 2020 BioNTech SE (Nasdaq: BNTX, "BioNTech" or "the Company"), a clinical-stage biotechnology company focused on patient-specific immunotherapies for the treatment of cancer and infectious diseases, reported an update on its corporate progress and reported financial results for the quarter and full year ended December 31, 2019 (Press release, BioNTech, MAR 31, 2020, View Source [SID1234556044]).

Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:

Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

                  Schedule Your 30 min Free Demo!

"2019 was transformational for BioNTech with pipeline advancements, additional collaborations with leading life science companies, and the completion of our initial public offering," said Ugur Sahin, BioNTech’s CEO. "We have continued this strong momentum into 2020 against a challenging market backdrop. We are continuing to advance our oncology pipeline and, along with our partners Pfizer and Fosun Pharma, aim to dose the first patient with our COVID-19 vaccine candidate within weeks. We also continued our efforts to strengthen our cell therapy capabilities and global footprint with our planned acquisition of Neon Therapeutics in the U.S., and look forward to multiple new trial starts and data read-outs across our pipeline during the year."

COVID-19 Vaccine Program Update

In early March 2020 BioNTech announced details of its efforts to develop a potential vaccine to induce immunity and prevent COVID-19 infection. BioNTech is working to initiate clinical testing for BNT162, a potential first-in-class mRNA vaccine against COVID-19, in late April 2020.

As part of the program, BioNTech announced two strategic collaborations with large pharma companies to ensure global development of a vaccine candidate and global access to any approved vaccine. BioNTech and Pfizer signed a letter of intent regarding the co-development and distribution of a potential mRNA-based coronavirus vaccine aimed at preventing COVID-19 infection. The collaboration aims to accelerate the development of BNT162, building on the existing research and development partnership between Pfizer and BioNTech signed in 2018,

under which the companies have been working together to develop mRNA-based vaccines for prevention of influenza. The companies expect to utilize multiple research and development sites from both companies. Details of the agreement regarding financial terms and all activities related to the development, manufacturing and potential commercialization are expected to be finalized shortly.

BioNTech also announced a strategic alliance with Fosun Pharma to develop its COVID-19 vaccine in China. Under the terms of the agreement, the two companies will work together on the development of BNT162 in China, conducting clinical trials in China and leveraging Fosun Pharma’s extensive clinical development, regulatory, and commercial capabilities in the country. If approved, Fosun Pharma will commercialize the vaccine in China.

Under the terms of the agreement, Fosun Pharma agreed to make an equity investment of $50 million (€44 million) for 1,580,777 ordinary shares in BioNTech, subject to execution of share subscription documentation and approval from regulatory authorities in China.

Fourth Quarter 2019 and Subsequent Updates

In addition to its development efforts, as the global COVID-19 pandemic continues to evolve, BioNTech has continuously monitored the situation in regards to its operations and has put significant measures in place to protect supply chain, operations, employees and the execution of clinical trials. Given the dynamic global situation, BioNTech notes there will be impacts to certain clinical trial timelines, as noted below. BioNTech will continue to evaluate potential effects and will provide updates as appropriate.

Oncology

FixVac

BNT111 – Data from the ongoing Phase 1 trial in advanced melanoma remains on track for publication in late 1H 2020. Based on further regulatory discussions, the Company expects to initiate a Phase 2 trial with registrational potential for BNT111 in 2H 2020.

It was dosed in a Phase 1/2a study in patients with prostate cancer. Eligible patients for dose titration have metastatic castration-resistant prostate cancer and will be treated with BNT112 as a single agent. For the expansion phase, patients with mCRPC and newly diagnosed high-risk, localized prostate cancer (LPC) are eligible and will be treated with BNT112 alone or in combination.

BNT114 – Data update from a Phase 1 trial in triple negative breast cancer (TNBC) is now expected in 2H 2020. Data was previously expected to be presented at The Association for Cancer Immunotherapy (CIMT) (Free CIMT Whitepaper) Annual Meeting in May 2020. Given the postponement of the conference, BioNTech is evaluating the appropriate opportunity to present the data.

BNT116 – The product candidate has been added to the FixVac portfolio and is currently in preclinical development for non-small cell lung cancer (NSCLC).

Individualized neoantigen specific immunotherapy (iNeST)

BNT121 – At the J.P. Morgan Health Care Conference in January 2020, BioNTech provided updated data from a Phase 1 trial for BNT121, the precursor to RO7198457 (BNT122), our lead iNeST product candidate. The data showed stable disease up to 60 months post vaccination in a cohort of eight advanced melanoma patients who were followed for relapse-free disease control following vaccination with iNeST.

BNT122 – BioNTech and Genentech disclosed that two additional Phase 2 clinical trials in the adjuvant setting are planned for initiation in 2020. The first adjuvant Phase 2 study will evaluate the efficacy, safety, pharmacokinetics, immunogenicity and biomarkers of RO7198457 plus atezolizumab compared with atezolizumab alone in patients with Stage 2-3 non-small cell lung cancer (NSCLC) who are circulating tumor DNA (ctDNA) positive following surgical resection and have received standard-of-care adjuvant platinum-doublet chemotherapy.

BNT122 – Following changes to the timing of the American Association for Cancer Research (AACR) (Free AACR Whitepaper) Annual Meeting due to the COVID-19 pandemic, we now expect the data update for the Phase 1/2 trial in multiple solid tumors to be presented in August 2020. BioNTech expects to provide an enrollment update1 from the Phase 2 trial in first line melanoma in 2H 2020 with an interim data update anticipated in 2021.

mRNA intratumoral immunotherapy

BNT131 – Data update from Phase 1/2 trial in solid tumors remains on track for 2H 2020.

Next-generation checkpoint immunomodulators

BNT311 – BioNTech now expects to provide a data update from the Phase 1/2 trial in multiple solid tumors (PD-L1x4-1BB) in 2H 2020, ahead of our previous 1H 2021 expectations.

Targeted cancer antibodies

BNT321 (MVT-5873) – Dosing has begun in the resumed Phase 1 study, evaluating the safety, maximum tolerated dose and recommended Phase 2 dose of BNT321 as a single agent in patients with pancreatic and other CA19-9 positive malignancies.

CAR-T cell immunotherapy

BNT211 – Initiation of a Phase 1/2a trial in multiple solid tumors (CLDN6) remains on track for 1H 2020.

We expect this data update to include an update on the ongoing study, including patient enrollment numbers, with full efficacy and safety data for an interim update expected in the second half of 2021.

Publication in Science on the Company’s novel CAR-T therapeutic approach for solid tumors which utilizes a CAR-T Cell Amplifying RNA Vaccine, or CARVac. The report entitled "An RNA vaccine drives expansion and efficacy of claudin-CAR-T cells against solid tumors" provides preclinical proof-of-concept data for BioNTech’s first CAR-T product candidate BNT211.

Trial initiations for the following programs have been delayed as a result of the COVID-19 pandemic.

Toll-Like Receptor Binding

BNT411 – U.S. IND was approved in Q4 2019. A Phase 1/2a clinical trial of BNT411 is now expected to be initiated as a mono- or combination therapy in multiple solid tumors in 2H 2020.

Ribomabs

BNT141 – Initiation of a Phase 1 trial in multiple solid tumors is now expected in 1H 2021.

BNT142 – Initiation of a Phase 1 trial in multiple solid tumors (CD3+CLDN6) is now expected in 1H 2021.

RiboCytokines

BNT151 – Initiation of a Phase 1 trial in multiple solid tumors (optimized IL-2) is now expected in 1H 2021.

BNT152+153 – Initiation of a Phase 1 trial in multiple solid tumors is now expected in 1H 2021.

Rare Diseases

BNT171 – Initiation of a Phase 1 trial in undisclosed indication is now expected in 1H 2021.

Infectious Diseases

BNT162 – Initiation of clinical testing for COVID-19 vaccine is expected in April 2020.

BNT161 – Initiation of clinical testing for a vaccine against influenza is now expected in 1H 2021.

Corporate Development

BioNTech and Neon Therapeutics, Inc. (Nasdaq: NTGN) announced that they have entered into a definitive merger agreement under which BioNTech will acquire Neon in an all-stock transaction. Neon is a biotechnology company developing novel neoantigen-based T cell therapies and has

deep expertise in the development of neoantigen therapies, with both vaccine and T-cell capabilities. At closing, BioNTech will issue, and Neon shareholders will receive, 0.063 American Depositary Shares (ADS) (each ADS representing one ordinary share of BioNTech) in exchange for each of their shares of Neon’s common stock. The transaction is expected to close during the second quarter of 2020.

Operations

In response to the COVID-19 outbreak, we are continuing to assess our supply chain and operations, which includes mRNA manufacturing for FixVac and iNeST platform products, as well as our CAR-T manufacturing operations. Our manufacturing operations are currently unaffected, but we will continue to monitor the potential impact as the pandemic develops.

In terms of our personnel, we have instituted a range of precautionary measures to ensure their continued safety. We are closely monitoring any employee that has potentially been in any contact with affected individuals or in affected areas and limiting access to BioNTech facilities as appropriate.

Full Year 2019 Financial Results

Cash Position: Cash and cash equivalents as of December 31, 2019, were €519.1 million.

Revenue: Total revenue, consisting primarily of revenue from collaborative agreements, was €28.0 million for the quarter ended December 31, 2019, compared to €63.8 million for the quarter ended December 31, 2018. The decrease was primarily due to decreased revenues from our collaboration with Sanofi. Total revenue, consisting primarily of revenue from collaborative agreements, was €108.6 million for the year ended December 31, 2019, compared to €127.6 million for the year ended December 31, 2018. The decrease was primarily due to decreased revenues from our collaboration with Sanofi. The decrease in revenue from Sanofi is primarily driven by a revenue of €33.2 million for a one-time reimbursement of certain sublicense costs that was fully recognized in the year ended December 31, 2018.

Research and Development Expenses: Research and development expenses were €65.4 million for the quarter ended December 31, 2019, compared to €51.8 million for the quarter ended December 31, 2018. The increase was primarily due to an increase in headcount and higher expenses incurred in our collaboration and own clinical projects. Research and development expenses were €226.5 million for the year ended December 31, 2019, compared to €143.0 million for the year ended December 31, 2018. The increase was primarily due to an increase in headcount, the full year impact of our ESOP program and higher spending for purchased services and laboratory supplies for our collaboration and own projects.

General and Administrative Expenses: General and administrative expenses were €11.1 million for the quarter ended December 31, 2019, compared to €10.1 million for the quarter ended December 31, 2018. General and administrative expenses were €45.5 million for the year ended December 31, 2019, compared to €26.3 million for the year ended December 31, 2018. The increase was primarily due to an increase in headcount and the full year impact of our ESOP program.

Net Loss: Net loss was €58.2 million for the quarter ended December 31, 2019, compared to net loss of €1.5 million for the quarter ended December 31, 2018. Net loss was €179.2 million for the year ended December 31, 2019, compared to net loss of €48.3 million for the year ended December 31, 2018.

Shares Outstanding: Shares outstanding as of December 31, 2019 were 226,779,744.

Full financial statements can be found in the 20-F filing as published on the SEC website under View Source

Conference Call and Webcast Information

BioNTech SE will host a conference call and webcast today at 08:00 a.m. ET (2:00 p.m. CET) to report its financial results for the full year ended December 31, 2019 and provide a corporate update.

To participate in the conference call, please dial the following numbers 15-20 minutes prior to the start of the call and provide the Conference ID: 1957628.

United States international: +1 631 510 7495

United States domestic (toll-free): +1 866 966 1396

Germany: +49 692 443 7351

Participants may also access the slides and the webcast of the conference call via the "Events & Presentations" page of the Investor Relations section of the Company’s website at View Source A replay of the webcast will be available shortly after the conclusion of the call and archived on the Company’s website for 30 days following the call.

Aclaris Therapeutics Secures $11 Million Term Loan Facility

On March 31, 2020 Aclaris Therapeutics, Inc. (NASDAQ: ACRS), a physician-led biopharmaceutical company, reported that it has entered into a loan and security agreement with Silicon Valley Bank ("SVB") pursuant to which Aclaris has borrowed $11.0 million (Press release, Aclaris Therapeutics, MAR 31, 2020, View Source [SID1234556042]).

Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:

Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

                  Schedule Your 30 min Free Demo!

"This financing allows us to strengthen our financial position by extending our cash runway and to continue to execute on our refocused business strategy as planned," said Dr. Neal Walker, President and CEO of Aclaris. Aclaris believes the proceeds from the loan, in combination with its existing cash, cash equivalents, and marketable securities, will be sufficient to fund its operations into the first quarter of 2022.

Terms of Financing

The term loan requires interest only payments beginning April 1, 2020 and continuing through March 1, 2022, followed by monthly installments of principal, plus monthly payments of accrued interest, starting on April 1, 2022 and continuing through March 1, 2024. The loan is secured by substantially all of Aclaris’ assets, other than intellectual property. In connection with the term loan, Aclaris issued SVB a warrant to purchase up to 460,251 shares of Aclaris’ common stock at an initial exercise price of $0.956 per share. The warrant became immediately exercisable in full upon the funding of the loan. Other material terms related to the term loan and the warrant can be found in Aclaris’ Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission.

Phio Pharmaceuticals Announces $4.0 Million Registered Direct Offering Priced At-the-Market

On March 31, 2020 Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a biotechnology company developing the next generation of immuno-oncology therapeutics based on its proprietary self-delivering RNAi (INTASYL) therapeutic platform, reported that it has entered into definitive agreements with several institutional investors for the purchase and sale of 1,713,064 shares of Phio’s common stock, at a purchase price of $2.335 per share, for gross proceeds of approximately $4.0 million in a registered direct offering priced at-the-market under Nasdaq rules (Press release, Phio Pharmaceuticals, MAR 31, 2020, View Source [SID1234556040]). Phio has also agreed to issue to the investors unregistered warrants to purchase up to an aggregate of 1,713,064 shares of common stock. The closing of the offering is expected to occur on or about April 2, 2020, subject to the satisfaction of customary closing conditions.

Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:

Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing

                  Schedule Your 30 min Free Demo!

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The warrants have an exercise price of $2.21 per share of common stock, will be exercisable immediately following the date of issuance and will expire 5.5 years following the date of issuance.

Phio currently intends to use the net proceeds from the offering for the development of its immuno-oncology programs, other research and development activities and for general working capital needs.

The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) are being offered by Phio pursuant to a "shelf" registration statement on Form S-3 (File No. 333-224031) previously filed with the Securities and Exchange Commission (the "SEC") on March 29, 2018 and declared effective by the SEC on April 6, 2018. The offering of the shares of common stock will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the shares of common stock being offered will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at View Source or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (646) 975-6996 or e-mail at [email protected].

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.