Entry into a Material Definitive Agreement

On May 9, 2023, Janux Therapeutics, Inc. (the "Company") reported to have entered into an ATM Equity OfferingSM Sales Agreement (the "Agreement") with BofA Securities, Inc. ("BofA") under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the "Common Stock"), having an aggregate offering price of up to $150.0 million after the date of the Agreement through BofA as its sales agent or to BofA as principal for its own account (Filing, 8-K, Janux Therapeutics, MAY 9, 2023, View Source [SID1234631276]). Also on May 9, 2023, the Company filed a prospectus supplement offering up to $150.0 million of shares of its Common Stock in accordance with the Agreement, on the Company’s Registration Statement on Form S-3 (No. 333-266720). If the Company sells shares to BofA as principal, the Company will enter into a separate terms agreement with BofA setting forth the terms of such transaction, and the Company will describe this agreement in a separate pricing supplement.

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BofA may sell the Common Stock under the Agreement (A) in negotiated transactions with the consent of the Company, (B) as block transactions, or (C) 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 sales made directly on the Nasdaq Global Market or sales made into any other existing trading market for the shares of Common Stock. BofA will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay BofA a commission of up to three percent (3.0%) of the gross sales proceeds of any Common Stock sold through BofA under the Agreement, and also has provided BofA with customary indemnification rights. In addition, the Company has agreed to reimburse certain legal expenses and fees by BofA in connection with the offering.

The Company is not obligated to make any sales of Common Stock under the Agreement. The offering of shares of Common Stock pursuant to the Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Agreement or (ii) termination of the Agreement in accordance with its terms.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the legal opinion of Cooley LLP relating to the legality of the issuance of the shares of Common Stock under the Agreement is attached as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Iovance Biotherapeutics Reports First Quarter 2023 Financial Results and Corporate Updates

On May 9, 2023 Iovance Biotherapeutics, Inc. (NASDAQ: IOVA), a late-stage biotechnology company developing novel T-cell-based cancer immunotherapies (tumor infiltrating lymphocyte, TIL, and peripheral-blood lymphocyte, PBL), reported first quarter 2023 financial results and corporate updates (Press release, Iovance Biotherapeutics, MAY 9, 2023, View Source [SID1234631275]).

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Frederick Vogt, Ph.D., J.D., Interim President and Chief Executive Officer of Iovance, stated, "Since the beginning of 2023, we have completed our first BLA for lifileucel in advanced melanoma, and continue to execute our commercial readiness activities to launch lifileucel in 2023, while advancing our immuno-oncology pipeline. We are also on track with our integration activities for the planned acquisition of Proleukin, which will provide revenue, streamline our supply chain and logistics, reduce our future cost of goods and lower expenses for IL-2 used with TIL therapies. Our top priorities in 2023 are to gain FDA approval and successfully launch lifileucel, continue to develop our pipeline in multiple solid tumor indications and present new data from our clinical programs."

Recent and First Quarter 2023 Highlights and Corporate Updates

Acquisition of Proleukin

Under a definitive agreement between Iovance and Clinigen Limited, Iovance will acquire worldwide rights to Proleukin (aldesleukin), an interleukin-2 (IL-2) product with uses that include administration following TIL infusion to promote T-cell activity. Iovance expects the benefits of this transaction to include immediate and future revenue, securing the IL-2 supply chain and logistics surrounding TIL therapy administration, and lower cost of goods and clinical trial expenses for Proleukin used with TIL therapies. The closing of this transaction is expected to occur in the second quarter of 2023, when all closing conditions and required regulatory approvals are achieved.
Iovance TIL Therapy (Lifileucel) in Advanced Melanoma

Regulatory highlights:
A rolling BLA submission for lifileucel in post-anti-PD-1 advanced (metastatic or unresectable) melanoma was completed in March 2023.
Site activation commenced for the randomized, registrational Phase 3 global TILVANCE-301 trial to support accelerated and full approvals of lifileucel in combination with pembrolizumab in frontline advanced melanoma in the U.S., Europe, Australia and other regions. TILVANCE-301, which is also a confirmatory trial to support full approval of lifileucel in post-anti-PD-1 advanced melanoma, is expected to be well underway at the time of potential accelerated approval for lifileucel in this initial indication.

IOV-COM-202 (Cohort 1A) trial results in frontline advanced melanoma:

A January 2023 corporate update highlighted results from nearly 20 patients treated with lifileucel in combination with pembrolizumab in Cohort 1A. The results remained consistent with previously reported efficacy and safety data, including a robust 67% ORR and durability of response in 12 patients, and continue to support the frontline melanoma opportunity for lifileucel. Study enrollment remains ongoing.
Manufacturing and Commercial Preparations

To date, more than 600 patients have been treated with Iovance TIL therapy manufactured using proprietary Iovance processes, with a manufacturing success rate of more than 90%.

The Iovance Cell Therapy Center (iCTC) is currently manufacturing TIL therapies for clinical trials while executing activities to support BLA review, including pre-approval inspection readiness, in preparation for initiating commercial supply.

The iCTC facility as currently built has annual capacity to supply TIL therapies for 2,000+ patients, with available shell space that can be built to supply TIL therapies for 5,000+ patients from this facility. Contract manufacturers provide additional flexibility and capacity for Iovance to meet potential commercial and clinical demand.

Iovance is executing several initiatives ahead of potential commercialization, including on-boarding and personnel training at Authorized Treatment Centers (ATCs), education and awareness, and other commercial launch readiness activities.
Clinical Pipeline

Iovance TIL (LN-145) monotherapy in second or third line metastatic non-small-cell lung cancer (mNSCLC):
Enrollment is ongoing at more than 40 active clinical sites in the U.S., Canada and Europe for the IOV-LUN-202 trial of LN-145 in patients with mNSCLC who have progressed on or after frontline chemo- and anti-PD1-therapy.
Iovance is engaged in discussions with the FDA about the potential for IOV-LUN-202 to serve as a registrational trial for LN-145 in second/third line mNSCLC and intends to execute an updated regulatory strategy based on this dialogue and feedback.

Iovance TIL (LN-145) in combination with anti-PD-1 in earlier line mNSCLC:

Iovance reported positive initial results from Cohort 3A of the IOV-COM-202 clinical trial that explores the combination of TIL therapy (LN-145) and pembrolizumab as therapy for ICI naïve mNSCLC patients. The confirmed ORR by RECIST 1.1 was 47% (n=8/17), with responses observed across PD-L1 negative and positive patients.
Cohort 3A enrollment remains ongoing and presentation of detailed results is expected at a medical meeting in the second half of 2023.
A meeting with the FDA is planned in 2023 to discuss Cohort 3A results and a potential registrational trial of lifileucel in frontline advanced NSCLC.
Iovance PD-1 inactivated TIL therapy (IOV-4001) in previously treated advanced melanoma or mNSCLC: The ongoing IOV-GM1-201 trial of Iovance’s first genetically modified TIL therapy, IOV-4001, is among the first clinical trials of a genetically modified TIL cell therapy for solid tumors.

Lifileucel in advanced cervical cancer: Additional patients continued to enroll in pivotal Cohort 2 in the ongoing C-145-04 trial to support a BLA in cervical cancer following progression on or after chemotherapy and pembrolizumab.
Research Programs for Next-Generation TIL Therapies and Related Technologies

Additional programs using the gene editing TALEN technology are on track to enter clinical development in 2024, including genetically modified TIL therapy with multiple inactivated checkpoint targets.

Additional research and preclinical studies are exploring approaches to increase TIL potency using CD39/69 double negative TILs and stable gene incorporation enhancements such as tethered cytokines.

A novel interleukin-2 (IL-2) analog (IOV-3001) is in IND-enabling studies supporting its use as part of the TIL treatment regimen following TIL infusion.
Corporate Updates

As of March 31, 2023, Iovance’s cash position is approximately $632.7 million, which includes net proceeds from an at-the market (ATM) equity financing facility of approximately $260.1 million raised during the first quarter of 2023. This cash position is expected to fund the previously disclosed acquisition of Proleukin and Iovance’s operating plan into the second half of 2024.

Iovance currently owns more than 60 granted or allowed U.S. and international patents for TIL compositions and methods of treatment and manufacturing in a broad range of cancers, with Gen 2 patent rights expected to provide exclusivity into 2038. More information on Iovance’s patent portfolio is available on the Intellectual Property page on www.iovance.com.
American Society of Clinical Oncology (ASCO) (Free ASCO Whitepaper) Annual Meeting, June 2-6, 2023

Iovance will present the following posters at ASCO (Free ASCO Whitepaper) 2023:
Abstract #TPS9607: A phase 3 study (TILVANCE-301) to assess the efficacy and safety of lifileucel, an autologous tumor-infiltrating lymphocyte cell therapy, in combination with pembrolizumab compared with pembrolizumab alone in patients with untreated unresectable or metastatic melanoma. Poster Session: June 3, 2023, 1:15 PM-4:15 PM CT

Abstract #2542: Effect of a novel expansion process on tumor-infiltrating lymphocyte (TIL) polyfunctionality, cytotoxicity, and expansion, while preserving cells in a less differentiated and more stem-like phenotype. Poster Session: June 3, 2023, 8:00 AM-11:00 AM CT
First Quarter 2023 Financial Results

Iovance had $632.7 million in cash, cash equivalents, investments and restricted cash at March 31, 2023, compared to $478.3 million at December 31, 2022. With the net proceeds from the ATM equity financing facility of approximately $260.1 million raised during the first quarter of 2023, the cash position is expected to be sufficient to fund current and planned operations into the second half of 2024.

Jean-Marc Bellemin, Chief Financial Officer of Iovance, said, "Iovance is committed to prioritizing our investments and effectively managing expenses. We expect that our current cash position is sufficient to fund our operating plan into the second half of 2024, including our planned acquisition of Proleukin, commercial launch preparations, internal manufacturing and clinical pipeline expansion."

Net loss for the first quarter ended March 31, 2023, was $107.4 million, or $0.50 per share, compared to a net loss of $91.6 million, or $0.58 per share, for the first quarter ended March 31, 2022.

Research and development expenses were $82.7 million for the first quarter ended March 31, 2023, an increase of $14.4 million compared to $68.3 million for the first quarter of 2022. The increase in research and development expenses in the first quarter 2023 over the prior year period was primarily attributable to growth of the internal research and development team, as well as clinical trial costs, manufacturing costs to support commercial manufacturing readiness, and facility-related costs, which were partially offset by lower stock-based compensation expense.

General and administrative expenses were $28.1 million for the first quarter ended March 31, 2023, an increase of $4.7 million compared to $23.4 million for the first quarter of 2022. The increase in general and administrative expenses in the first quarter of 2023 compared to the prior year period was primarily attributable to growth of the internal general and administrative and commercial teams in preparation for launch, fees to support the Proleukin acquisition, as well as costs associated with pre-commercial activities, which were partially offset by lower stock-based compensation and marketing expenses.

For additional information, please see the Company’s Selected Condensed Consolidated Balance Sheet and Statement of Operations below.

Webcast and Conference Call

To participate in the conference call at 4:30 p.m. ET today, please dial 1-800-715-9871 (domestic) or 1-646-307-1963 (international) and reference the access code 8957192. The live and archived webcast can be accessed in the Investors section of the Company’s website, IR.Iovance.com. The archived webcast will also be available for one year.

Invitae Reports First Quarter 2023 Financial Results

On May 9, 2023 Invitae (NYSE: NVTA), a leading medical genetics company, reported financial and operating results for the first quarter ended March 31, 2023 (Press release, Invitae, MAY 9, 2023, View Source [SID1234631274]).

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Invitae’s (NVTA) mission is to bring comprehensive genetic information into mainstream medical practice to improve the quality of healthcare for billions of people. www.invitae.com (PRNewsFoto/Invitae Corporation)

"In the first quarter, our team continued to execute across the organization as we posted approximately 10% year-over-year growth in revenue on a pro forma basis, along with improved gross margins and reduced cash burn and we are reiterating our 2023 financial goals," said Ken Knight, president and chief executive officer of Invitae. "Looking ahead, we are focused on expanding our current business along with investing in our growth engines. We are pleased with the recent clinical developments in our PCM assay for minimal residual disease, as we continue to take steps to advance a continuum of precision oncology. Furthermore, we are working opportunistically to improve our performance through revenue cycle management and working capital improvements. We are confident that these initiatives will strengthen our foundation as we move forward with our mission."

First Quarter 2023 Financial Results

Generated revenue of $117.4 million in the first quarter of 2023 versus $123.7 million in the first quarter of 2022, reflecting the impact of exited businesses and geographies announced in 2022. On a pro forma basis, or after removing approximately $17 million of revenue from first quarter 2022 relating to exited businesses and geographies, first quarter 2023 revenue grew approximately 10% year-over-year.
GAAP gross profit was $28.9 million in the quarter, compared with $26.6 million over the same period of 2022, or 8.8% year-over-year growth. Non-GAAP gross profit was $56.2 million in the quarter, compared with $45.2 million in the first quarter of 2022, representing a year-over-year growth rate of 24.3%.
GAAP gross margin was 24.6% in the quarter, as compared with 21.5% in the first quarter of 2022. Non-GAAP gross margin was 47.9% in the quarter, as compared with 36.6% in the first quarter of 2022.
Cash, cash equivalents, restricted cash and marketable securities were $388.7 million as of March 31, 2023, compared to $557.1 million as of December 31, 2022.
Net decrease in cash, cash equivalents, restricted cash and net changes in investments in the quarter was $171.5 million. Reported cash burn in the quarter was $193.9 million and included an outflow of $143.1 million related to financing activities. Excluding these items, ongoing cash burn would have been $50.8 million. This represents a continued improving trend since the fourth quarter of 2021. In addition to working capital improvement, in particular inventory management, ongoing cash burn in the first quarter also benefited from accounts receivable reductions of approximately $13 million associated with the realignment of the previous Archer business.
Revenue per patient was $463 in the quarter, compared to $416 in the first quarter of 2022, primarily as a result of our realignment efforts.
Total patient population as of March 31, 2023 is approximately 3.9 million with over 63% available for data sharing.
Total GAAP operating expense, which excludes cost of revenue, for the first quarter of 2023 was $204.3 million. As a result, GAAP operating expense as a percentage of revenue was 174%, compared to 194% in the first quarter of 2022. Non-GAAP operating expense was $132.7 million for the first quarter of 2023. Non-GAAP operating expense as a percentage of revenue was 113%, compared to 169% in the first quarter of 2022.

Net loss for the first quarter of 2023 was $192.2 million, or a $0.77 net loss per share, compared to net loss of $181.9 million, or net loss per share of $0.80, for the first quarter of 2022. Non-GAAP net loss for the first quarter of 2023 was $93.7 million, or a $0.37 non-GAAP net loss per share, compared to a net loss of $177.4 million, or an $0.78 non-GAAP net loss per share, for the first quarter of 2022.

Financial Guidance

Management continues to expect 2023 revenue to be over $500 million, representing low double-digit year-over-year growth compared to 2022 pro forma revenue. The company also continues to expect its non-GAAP gross margin for 2023 to be between 48-50%.

In 2023, reported cash burn will be higher than ongoing cash burn as a result of the company’s voluntary repayment of its $135 million term loan in the first quarter of 2023. Ongoing cash burn is expected to be the same as the company’s previous guidance range of $250-275 million.

Webcast and Conference Call Details

Management will host a conference call and webcast today at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time to discuss financial results and recent developments. To access the conference call, please register at the link below:

View Source;confId=49697

Upon registering, each participant will be provided with call details and access codes.

The live webcast of the call and slide deck may be accessed here or by visiting the investors section of the company’s website at ir.invitae.com. A replay of the webcast will be available shortly after the conclusion of the call and will be archived on the company’s website.

iBio to Participate in the JMP Securities Life Sciences Conference

On May 9, 2023 iBio, Inc. (NYSEA:IBIO) ("iBio" or the "Company"), an AI-driven innovator of precision antibody immunotherapies, reported that its Interim Chief Executive Officer and Chief Scientific Officer, Martin Brenner, DVM, Ph.D., will participate in a fireside chat at the JMP Securities Life Sciences Conference on Tuesday, May 16, 2023 at 12:00 p.m. Eastern Time at the New York Hilton Midtown (Press release, iBioPharma, MAY 9, 2023, View Source [SID1234631273]).

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The fireside chat will be broadcast live and archived on the Company’s website at www.ibioinc.com under "News & Events" in the Investors section.

Gossamer Bio Announces First Quarter 2023 Financial Results and Provides Business Update

On May 9, 2023 Gossamer Bio, Inc. (Nasdaq: GOSS), a clinical-stage biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension (PAH), reported its financial results for the first quarter ended March 31, 2023 and provided a business update (Press release, Gossamer Bio, MAY 9, 2023, View Source [SID1234631272]).

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"Our team continues to build momentum across multiple fronts following the positive results from our Phase 2 TORREY study of seralutinib in PAH patients. With recent feedback from both the FDA and EMA, we are well positioned to commence our registration program," said Faheem Hasnain, Chairman, Co-Founder and CEO of Gossamer. "We remain on track to begin our Phase 3 clinical trial of seralutinib in the coming months, moving one step closer towards our goal of bringing a potential new medicine to patients suffering from PAH."

"Additionally, we made the difficult decision to undergo an operational restructuring and headcount reduction to prioritize resources around the development of seralutinib. We believe that this restructuring was a necessary step to focus the organization on activities which maximize the potential of seralutinib. We truly appreciate the hard work and dedication of all of our employees, past and present."
Seralutinib (GB002): Inhaled PDGFR, CSF1R and c-KIT Inhibitor for (PAH)
•Gossamer has successfully concluded an End-of-Phase 2 Meeting with the U.S. Food and Drug Administration (FDA) and the Scientific Advice process with the European Medicines Agency (EMA) following the completion of its positive Phase 2 TORREY Study in patients with PAH. The Company has reached agreement with both FDA and EMA regarding key design elements of the Phase 3 program and expects to commence a single registrational Phase 3 PAH clinical trial in the third quarter of 2023.
•The planned Phase 3 clinical trial will be a randomized, double-blind, placebo-controlled, global clinical trial in PAH patients. Patients will be randomized to receive either seralutinib or placebo, in addition to their background PAH therapies. Based on FDA and EMA feedback,

we will test a single dose of 90 mg, twice daily versus placebo. The primary endpoint of the trial will be change in six-minute walk distance from baseline.
•Upon completion of the 24-week blinded portion of the Phase 2 TORREY Study, patients were able to enroll into an open-label extension trial. Gossamer plans to report initial results from this ongoing open-label extension trial in the middle of 2023.
•Clinical development of seralutinib for the treatment of pulmonary hypertension associated with interstitial lung disease (PH-ILD) is expected to begin in the first half of 2024.
Corporate Updates
• As part of a structural reorganization to center Gossamer around seralutinib and its continued development in PAH, Gossamer reduced its headcount by over 25%. Further development of all clinical and pre-clinical product candidates, outside of seralutinib, has been terminated, and strategic options are being assessed for those candidates. Gossamer is working diligently with affected employees to assist in their transition to new opportunities.

Financial Results for Quarter Ended March 31, 2023
•Cash, Cash Equivalents and Marketable Securities: Cash, cash equivalents and marketable securities as of March 31, 2023, were $201.9 million. The Company expects the combination of current cash, cash equivalents and marketable securities will be sufficient to fund operations through at least the next 12 months from the date our first quarter 2023 financial statements were available to be issued.
•Research and Development (R&D) Expenses: For the quarter ended March 31, 2023, R&D expenses were $37.8 million, compared to $42.3 million for the same period in 2022.
•General and Administrative (G&A) Expenses: For the quarter ended March 31, 2023, G&A expenses were $10.1 million, compared to $12.0 million for the same period in 2022.
•Net Loss: Net loss for the quarter ended March 31, 2023, was $49.2 million, or $0.52 per share, compared to a net loss of $57.8 million, or $0.76 per share, for the same period in 2022.