Scandion Oncology – Interim Report Q2 2022

On August 25, 2022 Scandion Oncology (Scandion) reported its interim report for Q2 2022 (Press release, Scandion Oncology, AUG 25, 2022, View Source;interim-report-q2-2022,c3619895 [SID1234618643]). The following is taken from the report.

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!

Bo Rode Hansen, President and CEO, comments

"The second quarter of 2022 saw us raise capital to fund our operations into 2024 and maintain momentum in our clinical trials as we continue to execute on our strategy to ensure long term value creation"

Key Figures & Highlights

On May 11, Scandion enhanced management and clinical development function with appointment of a new Chief Medical Officer. Dr. Alfredo Zurlo brings decades of experience from clinical development in oncology.
On May 25, Scandion announced that board member Thomas Feldthus will step down from the board of directors due to other professional commitments, having recently taken the position as CEO of Saniona.
On June 1, Scandion resolved on a Rights Issue. The issue is covered by subscription and guarantee commitments from principal owners and new investors corresponding to approximately 80% of the issue proceeds.
On June 15, Scandion published prospectus in connection with the rights issue
Highlights after the end of the period

On July 4, Scandion announced final outcome of its rights issue. Through the issue, Scandion raises approximately SEK 75 million before deduction of issue related costs.
On July 26, Scandion’s rights issue was registered with the Danish Business Authority.
On August 17, Scandion announced extension of the PANTAX trial due to better-than-expected tolerability of SCO-101.
On August 19, Scandion received approvals for next parts of the CORIST trial. The development of SCO-101 will continue as planned with expansion of the CORIST trial expected to commence during the third quarter of 2022.
The interim report Q2 2022 is available on the Company’s website: www.scandiononcology.com.

Audiocast today, August 25 at 10:00 am CET

Today at 10:00, Scandion Oncology’s executive management will host a webcast and conference call presenting the results and a company update.

At the end of the presentation there will be a Q&A session.

PureTech Health plc – Half-Year Report

On August 25, 2022 PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) ("PureTech" or the "Company") reported its half-yearly results for the six months ended June 30, 2022 (Press release, PureTech Health, AUG 25, 2022, View Source [SID1234618642]). The following information will be filed on Form 6-K with the United States Securities and Exchange Commission (the "SEC") and is also available at View Source

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!

Webcast and conference call details

Members of the PureTech management team will host a conference call at 9:00am EDT / 2:00pm BST today, August 25, 2022, to discuss these results. A live webcast and presentation slides will be available on the investors section of PureTech’s website under the Events and Presentations tab. To join by phone, please dial:

For those unable to listen to the call live, a replay will be available on the PureTech website.

Commenting on PureTech’s half-yearly results, Daphne Zohar, Founder and Chief Executive Officer of PureTech, said:

"The first half of 2022 has been an exceedingly strong period for PureTech. Our mission is to change the treatment paradigm for patients with devastating diseases, and we have made great progress towards that goal, particularly on the heels of stellar topline results from Karuna’s Phase 3 trial evaluating KarXT in adults with schizophrenia. Schizophrenia is a severe and debilitating disorder affecting approximately 21 million people worldwide. KarXT, which was invented at PureTech, demonstrated notable improvements across symptom domains, and was not associated with the debilitating side effects of weight gain, sedation and movement disorders seen with existing treatments. It is now poised to potentially be the first new class of medicine in over 50 years for patients living with schizophrenia. As a co-inventor of KarXT, we have the right to receive royalties, sublicense income and milestone payments in addition to the value of our equity.

"Across our Wholly Owned Pipeline are examples of other programs that we have developed in a similar way to Karuna’s KarXT, where we start with an approach or candidate that has proof of human efficacy, but key limitations have hindered the class from reaching its full potential. Through the expertise of our experienced R&D team and our network of industry-leading collaborators, we strive to overcome barriers to unlock potential new classes of therapeutics for the benefit of patients.

"Another example of our clinically de-risked development approach is LYT-300, which is an oral form of natural allopregnanolone. LYT-300 could make a difference for patients with a range of mental health conditions, such as depression, where there is a growing need but standard of care treatments like selective serotonin reuptake inhibitors (SSRIs) can have mixed efficacy, delayed onset of action and poor tolerability. In June, we announced that we can orally administer LYT-300 and achieve therapeutic levels of allopregnanolone in systemic circulation. This is exciting because allopregnanolone has proven efficacy but is only available for the treatment of postpartum depression as a 60-hour IV infusion. Demonstration of human oral bioavailability of allopregnanolone is therefore a key milestone for LYT-300 and for our Glyph platform, which enabled this innovation. Similarly, we are advancing LYT-100, a deuterated form of pirfenidone, to make a meaningful difference in the lives of patients with lung fibrosis and other inflammatory and fibrotic conditions by potentially offering better therapeutic effect without the poor tolerability associated with current standard of care drugs. In the first half of 2022, we initiated a late-stage clinical trial of LYT-100 for the potential treatment of idiopathic pulmonary fibrosis (IPF), a terminal condition that affects about three million people worldwide. These milestones are just a few of the many accomplishments from our Wholly Owned Pipeline that demonstrate our commitment to improving the lives of millions of patients.

"In addition to Karuna, several of our other Founded Entities also made notable progress. Most recently, Akili began trading on Nasdaq, becoming the fourth of our Founded Entities to be publicly traded, and – together with Karuna, Gelesis and Vor Bio – bringing the value of publicly traded Founded Entities created by PureTech to over $9 billion. Gelesis also continued to grow its revenue from Plenity4 sales, generating $16.5 million in net product revenue in the first half of 2022, resulting in an increase of 212% year-over-year.

"I’m particularly proud of our track record of clinical success, which is approximately six times better than the biopharma industry average.5 This clinical success has led us to financial success as one of a few cash generating biotech companies in the world. We have generated over $680 million in non-dilutive cash in less than three years3 and have not had to raise money from the capital markets in over four years. Based on a strong balance sheet, our Board approved a share buyback program in May. We are delighted to have received positive feedback from shareholders thus far, and we are confident that we can maintain sufficient cash on hand to support the advancement of our Wholly Owned Pipeline, including the completion of all currently initiated clinical trials and certain strategic investments in our Founded Entities. Additionally, we have updated our guidance to extend our operational runway to the first quarter of 2026.

"We look forward to carrying this success forward into another catalyst rich period as we unlock the potential of validated efficacy to deliver new classes of medicine for patients with devastating diseases."

Operational Highlights

Strong progress across our Wholly Owned Programs6, including the progression of four clinical trials

· Initiated a registration-enabling trial of LYT-100 (deupirfenidone) for the potential treatment of IPF

· Completed four clinical trials with LYT-100 to validate the thesis of the anti-fibrotic and anti-inflammatory activity of pirfenidone with a differentiated pharmacokinetic (PK) profile, affirming both the strong safety and tolerability profile of LYT-100

· Completed the bi-monthly, monotherapy dose escalation portion of the Phase 1 program assessing the safety and tolerability of escalating doses of LYT-200 (anti-galectin-9 mAb) as a potential treatment for metastatic solid tumors

· Achieved oral bioavailability of LYT-300 (oral allopregnanolone) in a multi-part Phase 1 program, representing the first mechanistic proof-of-principle in the clinic for our Glyph platform

Momentum across Founded Entities7, which we initiated and co-invented, demonstrates success of our R&D model

· Karuna Therapeutics, Inc. (Nasdaq: KRTX) (Karuna) announced positive topline Phase 3 data evaluating the efficacy, safety and tolerability of KarXT in adults with schizophrenia, meeting its primary endpoint and key secondary endpoints in the August 2022 post-period.

· Akili, Inc. (Nasdaq: AKLI) (Akili) recently began trading on the Nasdaq Stock Market and announced its partner, Shionogi, had started a pivotal Phase 3 randomized, controlled study of SDT-001 in children with attention-deficit hyperactivity disorder (ADHD), both in the August post-period, and Akili partnered with Roblox (NYSE: RBLX) in May.

· Gelesis Holdings, Inc. (NYSE: GLS) (Gelesis) began trading on the New York Stock Exchange in January 2022, and generated net product revenue of $16.5 million in the first half of 2022 for Plenity4, an increase of 212% year-over-year.

· Gelesis presented results from a clinical trial demonstrating that approximately 6 out of 10 adults in the trial who were treated with GS200 lost on average 11% of their body weight; Akili announced the publication of data in adults with systemic lupus erythematosus (SLE), adults with major depressive disorder (MDD) and children with ADHD in major scientific journals; and Vedanta Biosciences, Inc. (Vedanta) published data in a major journal for its lead program, VE303.

Financial Highlights:

· PureTech Level Cash and Cash Equivalents as of June 30, 2022, were $341.4 million1 (December 31, 2021: $418.9 million) and Consolidated Cash and Cash Equivalents as of June 30, 2022, were $365.9 million2 (December 31, 2021: $465.7 million).

· Founded Entities have strengthened their collective balance sheets by attracting gross proceeds of $113.5 million8 in equity investments during the six months ended June 30, 2022. In the post-period, Founded Entities attracted additional gross proceeds of more than $1 billion.9 Since July 2018 through the date of this report, our Founded Entities have raised funding of $3.1 billion,8 of which $2.9 billion (95.3%) was from third parties.

· Operating Expenses for the period were $108.2 million (June 30, 2021: 73.9 million).

· PureTech initiated a share buyback program up to a maximum consideration of $50 million.

· PureTech will receive aggregate proceeds of up to approximately $115.4 million, net of transaction fees, through the sale of Karuna shares in the August 2022 post-period.3

Key Upcoming Milestones (next 12 to 24 months)

Multiple important milestones are anticipated, including those announced by our Founded Entities:

Wholly Owned Pipeline

· We expect topline results from the registration-enabling trial of LYT-100 in IPF by the end of 2023 as part of a streamlined development program that capitalizes on efficiencies of the 505(b)(2) pathway. Pending positive clinical and regulatory feedback, we believe the results of the Phase 2 clinical trial, together with a Phase 3 clinical trial, could serve as the basis for registration in the U.S.

· We expect results from the Phase 1/2 clinical trial evaluating LYT-200 in single agent cohorts by the end of 2022 and will soon begin to enroll patients in cohorts designed to evaluate LYT-200 in combination with chemotherapy. Results from the combination cohorts are expected in 2023.

· We plan to initiate a clinical trial to evaluate LYT-200 as a single agent for the treatment of acute myeloid leukemia (AML) by the end of 2022.

· We expect to complete the multi-part Phase 1 program of LYT-300 by the end of 2022, and – based on the data – a Phase 1b/2a clinical trial is planned to initiate in 2023.

· We expect additional preclinical validation of our key technology platforms.

Founded Entities

· Karuna plans to submit a New Drug Application (NDA) for KarXT in schizophrenia with the U.S. Food and Drug Administration (FDA) in mid-2023 and Karuna’s Phase 3 ADEPT program, evaluating KarXT for the treatment of psychosis in elderly patients with Alzheimer’s disease (AD) is expected to initiate in the third quarter of 2022.

· Akili expects to bring its digital therapeutic to more families and healthcare providers with the broader commercial launch of EndeavorRx10 in the second half of 2022.

· Vor Biopharma Inc. (Nasdaq: VOR) (Vor) expects to report initial clinical data from VBP101, a Phase 1/2a clinical trial for VOR33 for patients with AML, in the fourth quarter of 2022, and data from the ongoing Phase 1/2 National Marrow Donor Program (NMDP)-sponsored clinical trial evaluating VCAR33AUTO in young adult and pediatric patients with relapsed/refractory AML in a bridge-to-transplant study are expected in 2022, depending on investigator’s timing of data release.11

· Vedanta plans to initiate a Phase 3 clinical trial of VE303 in patients at high risk for recurrent Clostridioides difficile infection (CDI) in the first half of 2023.

· Four additional Founded Entities also expect multiple near-term milestones.

Components of Value

Wholly Owned Candidates

Ownership

Indication

LYT-100

(deupirfenidone)

100%

Conditions involving inflammation and fibrosis, including idiopathic pulmonary fibrosis

LYT-200

(anti-galectin-9 mAb)

100%

Solid tumors, including pancreatic ductal adenocarcinoma, colorectal cancer and cholangiocarcinoma, as well as acute myeloid leukemia

LYT-210

(anti-delta-1 mAb)

100%

A range of cancer indications

LYT-300

(oral allopregnanolone)

100%

A range of neurological and neuropsychological conditions, including depression

LYT-510

(oral immunosuppressant)

100%

Inflammatory bowel disease and chronic pouchitis

LYT-500

(oral IL-22 + immunosuppressant)

100%

Inflammatory bowel disease

LYT-503/IMB-150

(non-opioid)

Partnered

Interstitial cystitis or bladder pain syndrome

Founded Entities

Ownership

Overview

Karuna

4.3% Equity plus Royalties, Milestone Payments & Sublicense Revenues

Advancing transformative medicines for people living with psychiatric and neurological conditions

Akili

14.7% Equity

Pioneering the development of cognitive treatments through game-changing technologies

Gelesis

23.4% Equity plus Royalties

Advancing a novel category of treatments for weight management and gut related chronic diseases

Vor Bio

8.3% Equity

Engineering hematopoietic stem cells to enable targeted therapies post-transplant

Vedanta

40.5% Equity

Pioneering a new category of oral therapies based on defined bacterial consortia

Follica

75.9% Equity plus Royalties

Building a regenerative biology platform for androgenetic alopecia, epithelial aging and other medical indications

Sonde

42.7% Equity

Developing a voice-based technology platform to detect changes of health conditions

Entrega

73.8% Equity

Engineering hydrogels to enable the oral administration of biologics

1.PureTech Level Cash and Cash Equivalents as of June 30, 2022, represent cash and cash equivalents held at PureTech Health plc and its wholly-owned subsidiaries only. Please refer to the Financial Review section of this report for additional detail.

2. Consolidated Cash and Cash Equivalents as of June 30, 2022, represent cash and cash equivalents of $365.9 million as shown on the Consolidated Statements of Financial Position.

3. Presumes the exercise of all call options written by the Company covering 477,100 Karuna shares.

4. Important Safety Information about Plenity: Patients who are pregnant or are allergic to cellulose, citric acid, sodium stearyl fumarate, gelatin, or titanium dioxide should not take Plenity. To avoid impact on the absorption of medications: For all medications that should be taken with food, take them after starting a meal. For all medications that should be taken without food (on an empty stomach), continue taking on an empty stomach or as recommended by your physician. The overall incidence of side effects with Plenity was no different than placebo. The most common side effects were diarrhea, distended abdomen, infrequent bowel movements, and flatulence. Contact a doctor right away if problems occur. If you have a severe allergic reaction, severe stomach pain, or severe diarrhea, stop using Plenity until you can speak to your doctor. Rx Only. For the safe and proper use of Plenity or more information, talk to a healthcare professional, read the Patient Instructions for Use, or call 1-844-PLENITY.

5. Clinical success is measured as the probability of transition success from Phase 1 to regulatory filing. PureTech’s probability is 47%, and the industry average is 8%. The cumulative percentages are calculated by multiplying the individual phase percentages. Industry average data measures the probability of clinical trial success of therapeutics by calculating the number of programs progressing to the next phase vs. the number progressing and suspended (Phase 1=52%, Phase 2=29%, Phase 3=58%). BIO, PharmaIntelligence, QLS (2021) Clinical Development Success Rates 2011 – 2020. This report did not include therapeutics regulated as devices. PureTech average data measures aggregate percentages including all therapeutic candidates advanced through at least Phase 1 by PureTech or its Founded Entities from 2009 onward, using the aforementioned calculation method based on the following individual phase percentages, Phase 1 (n = 6/8; 75%), Phase 2 (n = 10/12; 83%), Phase 3 (n = 3/4; 75%), last updated on August 8, 2022; Phase 2 and Phase 3 percentages include some therapeutic candidates where Phase 1 trials were not conducted by PureTech or its Founded Entities (i) due to the requirements of the medical device regulatory pathway or (ii) because a prior Phase 1 trial was conducted by a third party, which Phase 1 trials were not included in this analysis.

6. References in this report to "Wholly Owned Programs" refer to the Company’s seven therapeutic candidates (LYT-100, LYT-200, LYT-210, LYT-300, LYT-510, LYT-500 and LYT-503/IMB-150), lymphatic and inflammation platforms and potential future therapeutic candidates and platforms that the Company may develop or obtain. References to "Wholly Owned Pipeline" refer to LYT-100, LYT-200, LYT-210, LYT-300, LYT-510, LYT-500 and LYT-503/IMB-150. On July 23, 2021, Imbrium Therapeutics exercised its option to license LYT-503/IMB-150 pursuant to which it is responsible for all future development activities and funding for LYT-503/IMB-150.

7. While PureTech maintains ownership of equity interests in its Founded Entities, the Company does not, in all cases, maintain control over these entities (by virtue of (i) majority voting control and (ii) the right to elect representation to the entities’ board of directors) or direct the management and development efforts for these entities. Consequently, not all such entities are consolidated in the financial statements. Where PureTech maintains control, the entity is referred to as a Controlled Founded Entity in this report and is consolidated in the financial statements. Where PureTech does not maintain control, the entity is referred to as a Non-Controlled Founded Entity in this report and is not consolidated in the financial statements. As of June 30, 2022, Controlled Founded Entities include Follica Incorporated, Vedanta Biosciences, Inc. and Entrega, Inc., and Non-Controlled Founded Entities include Gelesis Holdings, Inc., Karuna Therapeutics, Inc., Akili, Inc., Sonde Health, Inc. and Vor Biopharma Inc. Relevant ownership interests for Founded Entities contained in this strategic report were calculated on a partially diluted basis (as opposed to a voting basis) as of June 30, 2022, including outstanding shares, options and warrants, but excluding unallocated shares authorized to be issued pursuant to equity incentive plans. Gelesis, Karuna, Vor Bio and Akili ownerships were calculated on a beneficial ownership basis in accordance with SEC rules as of August 15, 2022, August 19, 2022, August 19, 2022 and August 22, 2022, respectively.

8 Funding figure can include private equity financings, loans and promissory notes, public offerings or grant awards, and gross proceeds from SPAC mergers. Funding figure excludes future milestone considerations received in conjunction with partnerships and collaborations.

9. Karuna’s gross proceeds from an equity offering of approximately $862.5 million before underwriting discounts and expenses and Akili’s gross proceeds resulting from SPAC merger of $163 million before deducting transaction expenses and advisory fees.

10. EndeavorRx is a digital therapeutic indicated to improve attention function as measured by computer-based testing in children ages 8-12 years old with primarily inattentive or combined-type ADHD, who have a demonstrated attention issue. Patients who engage with EndeavorRx demonstrate improvements in a digitally assessed measure, Test of Variables of Attention (TOVA), of sustained and selective attention and may not display benefits in typical behavioral symptoms, such as hyperactivity. EndeavorRx should be considered for use as part of a therapeutic program that may include clinician-directed therapy, medication, and/or educational programs, which further address symptoms of the disorder. There were no serious adverse events; 9.3% of subjects experienced side effects, including frustration, headache, dizziness, emotional reaction, nausea or aggression. EndeavorRx is only available to your patients through a prescription, and is not intended as a stand-alone therapeutic or a substitute for your patient’s medication.

11. The VCAR33 construct is being studied in a Phase 1/2 clinical trial sponsored by the National Marrow Donor Program ("NMDP"), and the timing of data release is dependent on the investigators conducting the trial.

Cancer Therapeutics CRC discovery enters Phase 2 clinical trials

On August 25, 2022 A drug discovered by Cancer Therapeutics CRC scientists reported that it has entered Phase 2 clinical trials (Press release, Canthera Discovery, AUG 25, 2022, View Source [SID1234618640]).

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!

Amplia Therapeutics Limited recently announced the recruitment of the first patient to the ACCENT trial, a Phase 1b/Phase 2a clinical trial of focal adhesion kinase inhibitor AMP945. The use of AMP945 in the trial is intended to enhance the efficacy of chemotherapy for people with advanced pancreatic cancer undergoing first-line treatment.

AMP945 was invented by scientists from the Cancer Therapeutics Cooperative Research Centre (2007-2020) and the program was licensed to Amplia Therapeutics to take into clinical development.

LumaBridge and Parker Institute for Cancer Immunotherapy Announce Strategic Alliance to Streamline Immunotherapy Development

On August 24, 2022 LumaBridge (formerly known as Cancer Insight), a clinical research organization (CRO) dedicated to discovering, developing, and testing emerging biotechnologies related to cancer therapies, and the Parker Institute for Cancer Immunotherapy (PICI), the largest network of immuno-oncology expertise in the world, have reported a new strategic partnership aimed at accelerating breakthrough immunotherapies from bench to bedside with greater ease (Press release, Cancer Insight, AUG 24, 2022, View Source [SID1234618825]). The new collaboration offers affiliated scientists and organizations a one-stop shop to advance research studies.

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!

The two organizations are collaborating to provide PICI Affiliated Partners—PICI Network institutions and investigators, affiliated companies, and nonprofit collaborators—direct access to the full suite of clinical trial services from LumaBridge. Offerings range from clinical trial design through regulatory strategy support, including patient accrual, clinical operations, quality assurance, data management, medical writing and biostatistics, pharmacovigilance, and beyond.

Patients awaiting new therapies deserve an effective, efficient process.

"PICI was founded to clear the path from scientific idea to best possible clinical outcomes," said Ute Dugan, MD, PhD, chief medical officer of PICI, based in San Francisco. "By combining our focus with additional expertise in clinical trial design and oversight, we aim to streamline the development process and ultimately accelerate novel immunotherapies to patients."

PICI’s first valued CRO partner, LumaBridge also is focused on accelerating the development of immunological cures for cancer through innovative science, advanced technologies, and new modes of research collaboration. Through this mission-focused alliance, PICI Affiliated Partners gain preferred access to and pricing for an array of clinical trial services and expertise, including early consulting on clinical trial design and development, protocol development, regulatory support, and full-service clinical trial support.

"Patients awaiting new therapies deserve an effective, efficient process," said George E. Peoples, MD, FACS, founder and chief medical officer of San Antonio-based LumaBridge. "Through this partnership, we will harness our pioneering experience in immuno-oncology research alongside the expertise of academic, clinical, and industry partners to reduce turnaround time and safely test the most promising novel therapies for our cancer patients."

More specifically, available LumaBridge services include:

Regulatory support for pre-investigational new drug meetings and investigational new drug (IND) preparation, publishing, filing, and maintenance
Clinical trial design, execution, and support such as medical monitoring, clinical operations, data management, and quality assurance
Medical writing and biostatistics support such as statistical analysis, US Food and Drug Administration (FDA) application writing, and abstract or journal publication preparation
Guidance in navigating government/military contracts and funding
Clinical development and commercialization strategies for Cancer Prevention and Research Institute of Texas (CPRIT) applicants
The partnership advances PICI’s focus on bringing together top researchers, nonprofits and industry collaborators, providing resources and eliminating barriers to get treatments to patients faster.

"Collaboration is critical to achieving our mission," said Tarak Mody, PhD, chief business officer of PICI. "By offering access to LumaBridge’s services and expertise to our PICI Affiliated Partners, we intend to accelerate breakthrough scientific discoveries, moving them into the clinic sooner to deliver patient impact."

Entry into a Material Definitive Agreement

On August 24, 2022 GT Biopharma reported the Registrant entered into a Settlement and Investment Agreement (the "Agreement") with Cytovance Biologics, Inc. ("Cytovance") pursuant to which the Registrant and Cytovance agreed to modify the payment terms under certain Scopes of Work (the "SOWs") issued under that certain Master Services Agreement with an effective date of October 5, 2020 between the Registrant and Cytovance (Filing, 8-K, GT Biopharma, AUG 24, 2022, View Source [SID1234618769]). In consideration for the foregoing modification, Cytovance will undertake the work under the SOWs, Change Orders with respect thereto and all other documentation relevant thereto (including to be negotiated Change Orders) required to facilitate the Registrant filing its investigational new drug ("IND") application with the U.S. Food and Drug Administration ("FDA") for to its GTB-3650 product no later than March 31, 2023, and the filing of its IND application with the FDA for its GTB-5550 product no later than June 30, 2023, in each case provided that all materials are available and there are no supply chain disruptions, delays attributable to the Registrant or other delays outside of Cytovance’s control. The parties also agreed to release each other from claims for acts or omissions arising prior to the effectiveness of the Agreement.

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!

The Registrant will issue 1,222,281 shares of its common stock in satisfaction of $3,251,267.75 of outstanding invoices, and will pay $3,251,267.75 of outstanding invoices in cash over a period of three months. The Registrant will pay future invoices 50% in cash and 50% through the issuance of shares of its common stock (at a per share price based on the closing price of the Registrant’s common stock on the date of issuance), except that the Registrant will pay all materials invoices in cash, and will pay stability milestone invoices in cash up to an aggregate amount of $100,000.00, with the difference paid through the issuance of shares of the Registrant’s common stock. The Registrant may increase (by 5% per week for a total of 90% (inclusive of the 50% payable through the issuance of shares of the Registrant’s common stock)) the portion of future invoices paid through the issuance of shares of the Registrant’s common stock in the event that Cytovance fails to deliver products, components and/or materials as required by the delivery schedules set forth in applicable Change Orders contemplated under the Agreement, provided that all raw materials are available as targeted and there are no supply chain disruptions, delays attributable to the Registrant or other delays outside of Cytovance’s control.

The Agreement limits Cytovance’s ownership of shares of the Registrant’s common stock to 4.9% of the outstanding shares of the Registrant’s common stock. In the event any shares of the Registrant’s common stock issuable to Cytovance would exceed the foregoing beneficial ownership limitation, the Registrant will issue such shares on a quarterly basis to the extent it may issue such shares without exceeding the beneficial ownership limitation until all such shares are issued. The Registrant also agreed to certain covenants with a view to making available to Cytovance the benefits of Rule 144 promulgated under the Securities Act of 1933, as amended, provided that Cytovance has agreed to limit its daily resale of eligible shares to the lesser of 50,000 shares or one-third of the average daily trading volume for the week preceding the proposed sale.