Termination of a Material Definitive Agreement

On December 9, 2022, Vor Biopharma Inc. (the "Company") notified Jefferies LLC ("Jefferies") of its decision to terminate the Open Market Sale AgreementSM, dated as of March 14, 2022, (the "Sales Agreement") between the Company and Jefferies, effective as of December 22, 2022 (the "Termination Date") (Filing, 8-K, Vor BioPharma, DEC 9, 2022, View Source [SID1234625275]). The Sales Agreement provided for the offer and sale of the Company’s common stock, par value $0.0001 per share ("Common Stock"), from time to time through Jefferies as its sales agent, subject to the maximum aggregate dollar amount registered pursuant to the applicable prospectus supplement. Sales of shares of Common Stock through Jefferies were to be made (A) in negotiated transactions with the consent of the Company or (B) by any other method permitted by law deemed to be an "at-the-market" offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including block transaction, sales made directly on the Nasdaq Global Select Market or sales made into any other existing trading market for the shares of Common Stock. Through the Termination Date, the Company sold an aggregate of 856,030 shares of Common Stock under the Sales Agreement for net proceeds of $4.3 million.

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The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the SEC on March 14, 2022.

Entry into a Material Definitive Agreement

On December 9, 2022, Seres Therapeutics, Inc. (the "Company") entered into the First Amendment to Lease (the "First Amendment") with BMR-Sidney Research Campus LLC (f/k/a BMR 200-Sidney Street LLC), a Delaware limited liability company (the "Landlord"), which amends the Lease Agreement, dated November 11, 2015, by and between the Company and the Landlord (as amended, the "Lease"), pursuant to which the Company leases approximately 83,396 rentable square feet of office, laboratory, and pilot manufacturing space located at 200 Sidney Street, Cambridge, Massachusetts (the "Existing Premises") (Filing, 8-K, Seres Therapeutics, DEC 9, 2022, View Source [SID1234625269]).

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The First Amendment provides for (i) effective as of November 12, 2023, the surrender by the Company to the Landlord of an aggregate area of approximately 14,760 rentable square feet of the Existing Premises, (ii) the extension of the expiration date of the term of the Lease with respect to the remaining 68,636 rentable square feet of the Existing Premises (the "Renewal Premises") from November 13, 2023 to January 13, 2030 and (iii) effective as of November 13, 2023, the adjustment of the base rent the Company is obligated to pay the Landlord for the Renewal Premises to $122.00 per rentable square foot of the Renewal Premises per year, subject to an annual adjustment.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Entry into a Material Definitive Agreement

On December 9, 2022, Puma Biotechnology, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Alan H. Auerbach, the Company’s President, Chief Executive Officer and Chairman of the Board (the "Purchaser"). Pursuant to the Purchase Agreement, the Company agreed to sell 568,181 shares of its common stock, par value $0.0001 per share (the "Shares"), to the Purchaser for aggregate gross proceeds of approximately $2.5 million before deducting any offering expenses (the "Private Placement") (Filing, 8-K, Puma Biotechnology, DEC 9, 2022, View Source [SID1234625221]). The purchase price for each Share was $4.40, which was equal to the closing price of the Company’s common stock on NASDAQ on the date of the Purchase Agreement. The Private Placement closed on December 12, 2022.

The Private Placement is exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Shares were not registered under the Securities Act or any state securities laws and may not be reoffered or resold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.

The foregoing description of the transaction does not purport to be a complete description of the Purchase Agreement and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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Sermonix Shares Two Posters at SABCS 2022 on ER+/HER2- Metastatic Breast Cancer Patient Survey About Knowledge of NGS and ESR1 Mutations, Quality of Life Concerns

On December 9, 2022 Sermonix Pharmaceuticals Inc., a privately held biopharmaceutical company developing innovative targeted therapeutics to specifically treat ESR1-mutated metastatic breast and gynecological cancers, reported two poster presentations at the 2022 San Antonio Breast Cancer Symposium (SABCS) evaluating the results of an online survey of ER+/HER2- metastatic breast cancer (mBC) patients (Press release, Sermonix Pharmaceuticals, DEC 9, 2022, View Source [SID1234625144]). The survey’s objectives were to better understand this patient population’s knowledge of next-generation sequencing (NGS) and ESR1 mutations, and to learn about the group’s treatment goals and quality of life (QOL) concerns.

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The QOL-focused poster also received a GRASP Advocate Choice Award. GRASP, which stands for Guiding Researchers and Advocates to Scientific Partnerships, connects patient advocates with cancer researchers to make faster and more impactful progress to improve cancer treatments. The Sermonix poster will be discussed Dec. 15 during a post-SABCS virtual session.

Conducted in June 2022, the 42-question online EQUALS (ESR1 QUAlity of Life Survey) survey drew 474 respondents. Most respondents had some knowledge of NGS, but knowledge of ESR1 mutations was lower, and discordance between physician discussion of NGS and liquid biopsies was observed. Awareness of NGS and ESR1 mutations analyzed by demographics data also suggests socioeconomic disparities in patient education and knowledge.

Other key takeaways included that patients received medical information from medical sources as well as other mBC patients; that patients are nearly equally concerned about disease progression, qualify of life and treatment side effects; that disparities in quality of life and support at home exist based on ethnicity, age and income gaps; and that mBC advocacy groups can help reach ethnically diverse populations, which may help with clinical trial recruitment or disseminating patient education.

"The foremost concerns of ER+/HER2- metastatic breast cancer patients, as well as their understanding of the rapidly changing treatment and biomarker testing environment, has not been greatly studied, especially with respect to diverse populations," said Dr. Elizabeth Attias, Sermonix chief strategy and development officer, and a co-author of the SABCS posters. "As NGS testing becomes an increasingly important component of metastatic breast cancer treatment and the molecular patient journey, the EQUALS survey results underscore the need for further education on NGS and ESR1 mutations for all patients."

Noteworthy NGS/ESR1 mutation results:

Most patients’ oncologists (63%) had discussed tumor NGS by a blood test or tumor biopsy with them, but only 50% of them had explained liquid biopsy (assessment of circulating tumor DNA from a blood draw).
Patients knew a lot/moderate amount about NGS (65%), less so of liquid biopsies (57%).
When asked if they knew what an ESR1 mutation was, just 47% knew a lot/moderate amount; only 45% of patients thought they had been tested for an ESR1 mutation.
Noteworthy QOL results:

About half of patients (48%) reported good/very good QOL, with 22% reporting poor/very poor QOL. Common side effects mostly/moderately impacting QOL were: fatigue (54%), joint pain (50%), vaginal atrophy/dryness (47%) and vasomotor symptoms (46%).
Worry about disease progression occurred often: every day (26%), a few times a week (19%) or month (28%), or only before scans (18%).
Upon progression, patients worried slightly more about efficacy of new treatment (63%) and having additional options (58%) than they did about side effects (57%).
Patients’ current treatment goals were: control cancer growth/spread (69%), prolong life (68%), tolerate side effects (67%), maintain QOL (65%) and relieve suffering/pain (60%); similar to their goals at diagnosis.
Since diagnosis, major/moderate life impacts were: side effects (57%), mental health/stress (57%), QOL (54%), finances (45%) and inability to engage in activities (41%).
Most patients (60%) thought their mBC or treatment impacted their intimate/sexual relationship negatively and more than half (62%) worried about sexual intimacy. Only 39% of patients were comfortable discussing intimacy/sexual side effects with their medical team.
Most (91%) were concerned that their treatments may have a negative impact on their bones.
"The EQUALS Survey was able to illustrate the experiences of a remarkably diverse patient population thanks to the support of patient advocacy groups such as The Chrysalis Initiative and FORCE," said Kelly Shanahan, director at Metavivor Research and Support, Inc., and a co-author of the posters. "While that itself is a success, it is also important to note that all women in the survey report a high level of anxiety and stress regardless of color."

The EQUALS Steering Committee was comprised of Shanahan; Sarah Sammons, M.D., adjunct assistant professor in the Department of Medicine at Duke University and member of the Duke Cancer Institute; Jane Meisel, M.D., associate professor of hematology and medical oncology, and associate vice chair of faculty development and promotions at Winship Cancer Institute of Emory University; and Timothy Pluard, M.D., director of the Saint Luke’s Cancer Institute and the Koontz Center for Advanced Breast Cancer.

Race Submits Human Ethics Application to Commence Cardioprotection Breast Cancer Trial

On December 9, 2022 Race Oncology Limited ("Race") is pleased to report that it has submitted a human ethics application to the Hunter New England Human Research Ethics Committee (NSW, Australia) seeking approval to commence the observational stage of a planned Phase 1/2b clinical trial of Zantrene (bisantrene dihydrochloride) in breast cancer patients to be treated with doxorubicin and cyclophosphamide and who have two or more cardiovascular risk factors (Press release, Race Oncology, DEC 9, 2022, View Source [SID1234625140]).

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This study will be led by Associate Professor Aaron Svedlov, a highly credentialed cardiologist with a research focus on cardio-oncology. Dr Sverdlov was awarded the 2018 Ministerial Award for Rising Stars in Cardiovascular Research. He established and cochairs the National Cardio-Oncology Working Group under the auspices of the Australian Cardiovascular Alliance. Dr Sverdlov has over 50 peer-reviewed publications and four book chapters in the field of cardio-oncology. The study will recruit and monitor up to 50 patients being treated for breast cancer using the standard of care (SoC) regimen of doxorubicin (Adriamycin) and cyclophosphamide-referred to as "AC chemotherapy".

The aim of this study is to identify the rate and level of heart damage caused by AC chemotherapy using modern advanced cardiac imaging and biochemical methods. In addition, the anti-cancer efficacy of AC chemotherapy will be monitored using a liquid biopsy (DNA) approach. The study is expected to fully recruit in 2023. The data from this study will be used to design a subsequent Phase 1/2b interventional trial that may help patients to avoid the permeant heart damage caused by AC chemotherapy and improve anti-cancer outcomes.

These human trials are fully funded from capital raised in December 2021 (ASX Announcement: 21 December 2021). Race CEO Phillip Lynch commented, "Cardioprotection remains a significant unmet patient need, and our preclinical data suggests that we have in Zantrene the opportunity to effectively address this need. I look forward to us progressing the clinical program and to clarifying the large commercial opportunity this program represents." Race Oncology Ltd ABN 61 149 318 749 Registered office: L36, 1 Macquarie Place, Sydney NSW 2000 www.raceoncology.com

Race CSO Dr Daniel Tillett commented, "This trial is Race’s first step in advancing the cardioprotection opportunity for Zantrene in the clinic. Gaining high quality observational data to design our interventional Phase 1/2b trial of Zantrene in breast cancer is critical to the success of this program. We look forward to updating our investors on the progress of this trial." Trial Background Anthracycline Chemotherapeutics Anthracyclines are one of the most effective anti-cancer treatments developed and are used in more cancer settings than any other class of chemotherapeutic agent.

1 These drugs are used to treat millions of cancer patients every year, including those with leukemias, lymphomas, neuroblastoma, kidney, liver, stomach, uterine, thyroid, ovarian, sarcomas, bladder, lung and breast cancers. The most clinically used anthracyclines are doxorubicin, daunorubicin, epirubicin and idarubicin.

2 The anti-cancer efficacy of anthracyclines is known to correlate to dose with higher doses providing greater efficacy, but at the expense of higher rates of serious and irreversible side-effects.1 In clinical practice, anthracycline chemotherapeutics such as doxorubicin are given at a level close to the patient’s maximal tolerated dose (MTD) in order to maximise the anticancer efficacy. Common dose limiting toxic side-effects of anthracyclines include: cardiotoxicity, suppression of the immune system and red blood cell production (myelosuppression), hair loss (alopecia), and gastrointestinal toxicity that can cause serious nausea and weight loss.1,2 Anthracycline Cardiotoxicity While highly effective anti-cancer drugs, the anthracyclines can cause serious and permanent damage to the heart in many patients. Some studies have estimated that over half of patients exposed to anthracyclines will develop some form of heart disease within 6 years of treatment.

3 Anthracyclines, such as doxorubicin and epirubicin (Figure 1), can lead to either acute or late onset cardiotoxicity. Acute toxicity is associated with increased inflammation and can lead to a pericarditis-myocarditis syndrome. Flaccid dilative cardiomyopathy is the predominant form of late onset anthracycline cardiotoxicity and can occur months to years after anthracycline exposure.

4 Figure 1. Chemical structures of the anthracyclines, doxorubicin and epirubicin. O OMe O OH OH O OH OH O O NH2 OH Me Doxorubicin O OMe O OH OH O OH OH O O NH2 OH Me Epirubicin Race Oncology Ltd ABN 61 149 318 749 Registered office: L36, 1 Macquarie Place, Sydney NSW 2000 www.raceoncology.com Although the mechanism of early and late onset anthracycline cardiotoxicity remains unclear, risk factors include increased cumulative anthracycline dose, concurrent mediastinal radiation, extremes of age, female gender, and pre-existing heart disease.

5 Prevention of Anthracycline Cardiotoxicity A number of potential cardioprotective techniques and therapies have been explored over the years, ranging from modified anthracycline preparations, anti-oxidants, free radical scavengers, renin-angiotensin-system antagonists, cardio-selective beta-blockers to statins. While many showed promise in animal studies, clinical studies have often had mixed results with many agents offering little or no cardio-protective benefit and/or compromising the cancer treatment.

6 None have offered the combined features of cardioprotection and improved anti-cancer efficacy. As a consequence, cardioprotective treatments are not routinely used in clinical oncology practice. Indeed, there remains clear demand for treatment options that prevent today’s cancer patient from becoming tomorrow’s cardiac patient, all while extending anti-cancer effect. Anthracycline use in Breast Cancer Breast cancer accounts for 30% of all new cancer diagnoses in women. It is estimated in the US that in 2022, 287,850 new cases of invasive breast cancer are expected to be diagnosed in women, along with 51,400 new cases of non-invasive (in situ) breast cancer.

7 The vast majority (94%) of new breast cancer patients present with early-stage disease.

8 Anthracycline agents such as doxorubicin and epirubicin, are routinely used for the management of breast cancer with follow-up taxane-based therapy. Surprisingly, women diagnosed with early-stage breast cancer were found to be more likely to die from cardiovascular disease than from breast cancer. Cardiovascular disease is also the leading cause of death in women over 75 diagnosed with stage II breast cancer.

9 The risk of cardiotoxic damage is so elevated in breast cancer patients that many oncologists have moved in recent years to using anthracycline-free treatment regimens or limiting patient dosages, despite the well-established efficacy of anthracyclines.9 Zantrene Cardioprotection Zantrene was originally developed as a heart safer alternative to the anthracyclines particularly with respect to preservation of heart muscle.10 In the late 1980s, Zantrene was the subject of a US based Phase 3 single agent clinical trial in advanced breast cancer patients.

This Phase 3 trial showed that Zantrene had comparable efficacy to standard of care treatment, doxorubicin, but was associated with significantly less damage to the patients’ hearts. Approximately 24% of patients who received doxorubicin suffered serious heart failure compared to just 6.6% with Zantrene.11 Race Oncology Ltd ABN 61 149 318 749 Registered office: L36, 1 Macquarie Place, Sydney NSW 2000 www.raceoncology.com In recent studies, Zantrene was found to protect human heart cardiomyocytes (heart muscle cells) grown in cell culture from doxorubicin-induced cell death (ASX Announcement: 22 November 2021). It was also found to protect the hearts of mice from the damaging effects of doxorubicin even when the chemotherapeutic dose was increased without significant additional toxicity or bone marrow suppression (ASX Announcement: 30 June 2022).

Cardioprotection Clinical Trial Design

This first study (Stage 1) is observational in nature and designed to assess the prevalence of cardiac toxicity (sub-clinical and clinical) in a cohort of cardiovascular high-risk breast cancer patients receiving doxorubicin/cyclophosphamide (AC) chemotherapy. Data from this study will be used to inform and power a subsequent interventional clinical trial (Stage 2) with the objective of using Zantrene in combination with AC to prevent cardiac damage and increase anti-cancer efficacy (Figure 2).

Figure 2. Two stage cardioprotection trial design. Stage 1 is an observational trial to determine the rate and level of cardiac damage from AC chemotherapy. Stage 2 is an interventional study where increasing levels of Zantrene are used to determine the optimal dose to minimise heart damage and provide anti-cancer efficacy. Cardiac damage rate & tumour response to AC treatment (50) ~20 ~20 ~20 ~20 Stage 1. Non-interventional Trial Stage 2. Active Treatment Trial Synthetic control arm Race Oncology Ltd ABN 61 149 318 749 Registered office: L36, 1 Macquarie Place, Sydney NSW 2000 www.raceoncology.com

Stage 1. Clinical Trial Summary

Study Title A non-interventional study to establish the incidence and extent of chemotherapy-induced cardiotoxicity in breast cancer patients at high cardiovascular risk receiving doxorubicin / cyclophosphamide (AC) therapy. Phase of Development Observational Active Ingredient Doxorubicin & cyclophosphamide Study Description Detection of chemotherapy induced cardiotoxicity in breast cancer patients. Principle Investigator A/Prof Aaron Svedlov Sponsor Race Oncology Indication/population ≥18 years of age with breast cancer and least 2 cardiac (per HFA-ICOS risk assessment score) risk factors who have been prescribed doxorubicin / cyclophosphamide chemotherapy for at least 4 cycles. Number of Subjects Up to 50 patients Study Period 24 months Study Design An observation study of the rate and extent of clinical and sub-clinical cardiac damage in breast cancer patients with multiple pre-existing cardiac risk factors as well as the cancer response rate. Statistical Methods Assuming a 15% cardiotoxicity rate (>11% decrease in global longitudinal strain by conventional echocardiographic measurements) 47 patients would be required using an alpha of 0.05 and power of 80%. End Points Primary: Incidence, severity and biomarkers of early, subclinical and clinical cardiotoxicity in breast cancer patients treated with AC chemotherapy. Secondary: Clinical safety profile of AC treatment in the patient population. Cancer response to AC treatment. Frequency, severity of alopecia (hair loss). Impact of AC treatment on overall patient quality of life. Participating Centres Calvary Mater Hospital, Newcastle, NSW. Race Oncology Ltd ABN 61 149 318 749 Registered office: L36, 1 Macquarie Place, Sydney NSW 2000 www.raceoncology.com

Q&A

Why study breast cancer patients getting standard of care doxorubicin / cyclophosphamide (AC) chemotherapy?

While the rate of clinical heart damage (>10% decrease in heart output) from AC chemotherapy is known from the scientific literature, the rate and level of sub-clinical heart damage has not been well described. Since sub-clinical heart damage has historically been considered an unavoidable aspect of chemotherapy, its rate and level have often not been collected at the level of precision required to construct a reliable synthetic control arm. In addition, new technology and imaging techniques now allow cardiac damage to be detected much more accurately and at lower levels than in the past. Knowing the true rate and level of chemotherapy induced heart damage will allow the interventional cardioprotective trial to be optimised, ensuring the minimum number of patients will be exposed to potentially ineffective doses of Zantrene. What are synthetic control arms? Synthetic control arms use real-world evidence to support interventional clinical trials. Instead of collecting clinical data from patients recruited for a trial who have been randomly assigned to a control or standard-of-care (SoC) arm, synthetic control arms model the experimental treatment controls using real-world data that has previously been collected from other sources such as health data generated during routine care, electronic health records, administrative claims data, disease registries, and/or other clinical trials12. Synthetic control arms may reduce or eliminate the need to enrol control or standard-ofcare participants in an active (interventional) trial, which can increase efficiency, reduce delays, lower trial costs, and speed the approval of life saving therapies. For example, if a trial needs to have 300 patients in the treatment arm in order to demonstrate the efficacy of a new drug, then instead of having to recruit 600 patients – 300 for the active arm and 300 for the control arm – only 300 patients may need to be recruited when using a synthetic control arm design. The major limitation of synthetic control arms is they require that the disease is predictable and that the standard of care is well-defined and stable. Fortunately, AC chemotherapy in breast cancer meets these two requirements. What are the advantages of this two-trial approach? By splitting the cardioprotection trial into two separate trials (observational and interventional) we can achieve the following outcomes: 1. The study can begin in Q1 2023 without the need for the new formulation to be manufactured and be ready for clinical trial. This will speed the time to completion of the full cardioprotection program. 2. The treatment cohort can be sized appropriately to ensure the minimum of patients are exposed to sub-optimal or excessive doses of Zantrene. Race Oncology Ltd ABN 61 149 318 749 Registered office: L36, 1 Macquarie Place, Sydney NSW 2000 www.raceoncology.com 3. Patients do not need to be randomly assigned to a placebo control arm in the Phase 1 interventional trial, increasing patient satisfaction and participation. 4. The cost of the trial is reduced as a separate observational study is cheaper to run than a conventional control arm in an interventional trial. How long will the human ethics approval process take? This is difficult to answer as it depends on many factors outside of Race’s control. Our expectation is that as this first observational study has minimal additional risks to the patients, it will receive approval relatively promptly allowing the trial to start in Q1 2023. When will the first patients be treated with Zantrene to protect their hearts during chemotherapy? The aim is to treat the first breast cancer patient with Zantrene soon after the new formulation has been manufactured and is ready for use in clinical trials – Race expects this to occur in Q3 2023 (ASX Announcement: 28 September 2022). References 1. Weiss RB. (1992) The anthracyclines: will we ever find a better doxorubicin? Semin Oncol. 9(6):670-86. 2. Venkatesh P, Kasi A. (2021) Anthracyclines. In: StatPearls. Treasure Island (FL): StatPearls Publishing. View Source 3. Swain SM, Whaley FS, Ewer MS. (2003) Congestive heart failure in patients treated with doxorubicin: a retrospective analysis of three trials. Cancer 97:2869–79. 4. Cai, F. et al. (2019) Anthracycline-induced cardiotoxicity in the chemotherapy treatment of breast cancer: Preventive strategies and treatment. Mol Clin Oncol 11, 15–23. 5. McGowan, J. V. et al. (2017) Anthracycline Chemotherapy and Cardiotoxicity. Cardiovascular drugs and therapy 31, 63–75. 6. Kimmick, G., Dent, S. & Klem, I. (2019) Risk of Cardiomyopathy in Breast Cancer: How Can We Attenuate the Risk of Heart Failure from Anthracyclines and Anti-HER2 Therapies? Curr Treat Options Cardiovasc Medicine 21, 30. 7. View Source 8. Waks AG, Winer EP. (2019) Breast cancer treatment: a review. JAMA. 321(3):288–300. 9. Ding, W. et al. (2018) Anthracycline versus nonanthracycline adjuvant therapy for early breast cancer: A systematic review and meta-analysis. Medicine 97, e12908. 10. Citarella, R. V. et al. (1982) Activity of a novel anthracenyl bishydrazone, 9,10-anthracenedicarboxyaldehydeBis[(4,5-dihydro-1H-imidazol-2-yl)hydrazone] dihydrochloride, against experimental tumors in mice. Cancer Res 42, 440–4. 11. Cowan, J. D. et al. (1991) Randomized Trial of Doxorubicin, Bisantrene, and Miltoxantrone in Advanced Breast Cancer: A Southwest Oncology Group Study. J National Cancer Inst 83, 1077–1084. 12. View Source