Dynavax Announces Proposed Private Offering of $200 Million of Convertible Senior Notes

On May 10, 2021 Dynavax Technologies Corporation ("Dynavax") (Nasdaq: DVAX) reported that it intends to offer, subject to market conditions and other factors, $200 million aggregate principal amount of convertible senior notes due 2026 (the "notes") in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") (Press release, Dynavax Technologies, MAY 10, 2021, View Source [SID1234579552]). Dynavax also intends to grant the initial purchasers of the notes an option to purchase up to an additional $30 million aggregate principal amount of notes.

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The notes will be general unsecured obligations of Dynavax and will accrue interest payable semiannually in arrears. The notes will be convertible by the holders thereof into cash, shares of Dynavax’s common stock or a combination of cash and shares of Dynavax’s common stock, at Dynavax’s election. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.

Dynavax expects to use the net proceeds from the offering of the notes, together with cash on hand, to repay in full the outstanding debt and other obligations under Dynavax’s term loan agreement and to pay the costs of the capped call transactions described below.

If the initial purchasers exercise their option to purchase additional notes, Dynavax expects to use a portion of the net proceeds from the sale of such additional notes to enter into additional capped call transactions. Dynavax expects to use any remaining net proceeds from the sale of such additional notes for general corporate purposes. Dynavax’s management will have broad discretion in the application of the net proceeds from this offering and investors will be relying on the judgment of Dynavax’s management regarding the application of the proceeds.

In connection with the pricing of the notes, Dynavax expects to enter into capped call transactions with one or more of the initial purchasers and/or their respective affiliates or other financial institutions (the "option counterparties"). The capped call transactions will cover, subject to customary adjustments, the number of shares of Dynavax’s common stock that initially underlie the notes. The capped call transactions are expected to offset the potential dilution to Dynavax’s common stock as a result of any conversion of notes, with such offset subject to a cap.

In connection with establishing their initial hedges of the capped call transactions, Dynavax has been advised that the option counterparties and/or their respective affiliates expect to enter into various derivative transactions with respect to Dynavax’s common stock concurrently with or shortly after the pricing of the notes and/or purchase shares of Dynavax’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Dynavax’s common stock or the trading price of the notes at that time.

In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Dynavax’s common stock and/or purchasing or selling Dynavax’s common stock or other securities of Dynavax in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date of the capped call transactions, which are expected to occur during the 30 trading day period beginning on the 31st scheduled trading day prior to the maturity date of the notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Dynavax’s common stock or the notes, which could affect a noteholder’s ability to convert its notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion of such notes.

Neither the notes, nor any shares of Dynavax’s common stock issuable upon conversion of the notes, have been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Constellation Pharmaceuticals Announces First-Quarter 2021 Financial Results and Provides Business Update

On May 10, 2021 Constellation Pharmaceuticals, Inc., a clinical-stage biopharmaceutical company using its expertise in epigenetics to discover and develop novel therapeutics, reported its first-quarter 2021 financial results (Press release, Constellation Pharmaceuticals, MAY 10, 2021, View Source [SID1234579551]). The Company also provided updates on its product candidates pelabresib and CPI-0209.

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"Over the last year, we have advanced the development of pelabresib as a novel therapy for myelofibrosis, and we are pleased to be dosing patients in the Phase 3 MANIFEST-2 trial. Today we are also excited to announce progress on the Phase 2 development plan for our second generation EZH2 inhibitor, CPI-0209. We have determined the recommended Phase 2 dose and the expansion cohorts are open for enrollment, with the first patient dosed. We believe that CPI-0209 provides potential opportunities to treat a wide range of oncology patients," said Jigar Raythatha, president and chief executive officer of Constellation Pharmaceuticals. "These are important achievements in moving forward with our goal of becoming a fully integrated hematology / oncology company with a sustainable product pipeline."

Program Updates
pelabresib

Dosing underway in the Phase 3 MANIFEST-2 clinical trial
On May 12, the Company expects the following three abstracts to be published in association with the European Hematology Association (EHA) (Free EHA Whitepaper) annual meeting, related to MANIFEST, the ongoing Phase 2 clinical trial of pelabresib:
TITLE: Pelabresib (CPI-0610) improved anemia associated with myelofibrosis: interim results from MANIFEST Phase 2 study (Abstract Code: EP1077)
TITLE: Clinical benefit of pelabresib (CPI-0610) in combination with ruxolitinib in JAK inhibitor treatment naïve myelofibrosis patients: Interim efficacy subgroup analysis from Arm 3 of MANIFEST Phase 2 study (Abstract Code: EP1085)
TITLE: BET inhibitor pelabresib decreases inflammatory cytokines, improves bone marrow fibrosis and function, and demonstrates clinical response irrespective of mutation status in myelofibrosis patients (Abstract Code: EP1080)
CPI-0209

The Company established the recommended Phase 2 dose (RP2D) of CPI-0209 monotherapy as 350 mg once daily. In the Phase 2 expansion cohorts, the Company plans to study CPI-0209 as a monotherapy in patients with cancers such as urothelial, ovarian clear cell and endometrial, where ARID1A mutations are prevalent, and lymphomas, where EZH2 mutations are prevalent. The first patient has been dosed in the expansion cohorts.
On April 10, a poster published in association with the American Association for Cancer Research (AACR) (Free AACR Whitepaper) provided preclinical data suggesting that CPI-0209 has therapeutic potential in androgen receptor-positive prostate cancer.
On May 19, the Company expects the following abstract for a poster to be published in association with the American Society of Clinical Oncology (ASCO) (Free ASCO Whitepaper) annual meeting related to the Phase 1 portion of the Phase 1/2, clinical trial of CPI-0209:
TITLE: Phase 1/2 first-in-human (FIH) study of CPI-0209, a novel small molecule inhibitor of enhancer of zeste homolog 2 (EZH2) in patients with advanced tumors (Abstract Code: 3104)
Milestones

The Company anticipates achieving the following milestones during 2021:

Pelabresib – Provide MANIFEST translational data update mid-year
Pelabresib – Provide MANIFEST clinical data update and update on new indications by end of year
CPI-0209 – Provide Phase 1 data update by mid-year
CPI-0209 – Provide update on monotherapy cohorts from Phase 2 by end of year
First Quarter 2021 Financial Results

Cash, cash equivalents, and marketable securities as of March 31, 2021, were $382.1 million, a decrease of 9.3% compared to December 31, 2020, primarily due to operating expenses.
Research and development (R&D) expenses increased 53.3% year over year to $30.8 million in the first quarter of 2021, mainly due to increased clinical trial expenses.
General and administrative (G&A) expenses grew 59.8% year over year to $9.4 million in the first quarter of 2021, primarily due to building out the organization of the company.
The net loss attributed to common shareholders increased 57.5% year over year to $40.1 million for the first quarter of 2021, mainly due to increased R&D and G&A expenses. The net loss per share attributable to common shareholders increased 37.7% to $0.84 per share due to an increased net loss, partially offset by an increase in weighted average shares outstanding.
Financial Guidance

Constellation expects that its current cash, cash equivalents, and marketable securities will fund operations into mid-2023.

For further information, please refer to the financial statements filed with the SEC on Form 10-Q, including notes to the financials.

Conference Call

Constellation will host a conference call at 8:00 AM EDT on May 10, 2021, to discuss its clinical programs and financial results. The event will be webcast live and can be accessed on the Investor Relations section of Constellation’s website at View Source To participate in the live question-and-answer session, please dial (877) 473-2077 (domestic) or (661) 378-9662 (international) and refer to conference ID 8798968.

About MANIFEST-2

MANIFEST-2 is a global, blinded, randomized Phase 3 clinical trial with pelabresib in combination with ruxolitinib versus placebo plus ruxolitinib in JAK-inhibitor-naïve patients with primary myelofibrosis or post-ET or post-PV myelofibrosis who have splenomegaly and symptoms requiring therapy. It is designed to enroll approximately 310 patients, randomized 1:1 to the pelabresib + ruxolitinib arm or the placebo + ruxolitinib arm. The primary endpoint of the study is a ≥35% reduction in spleen volume (SVR35) from baseline at 24 weeks. A key secondary endpoint of the study is 50% or greater improvement in Total Symptom Score (TSS50) from baseline at 24 weeks. Other endpoints include bone marrow fibrosis grade improvements, duration of transfusion independence, rate of red-blood-cell transfusion for the first 24 weeks, and hemoglobin response.

About MANIFEST

MANIFEST is an open-label Phase 2 clinical trial of pelabresib in patients with myelofibrosis (MF), a rare cancer of the bone marrow that disrupts the body’s normal production of blood cells. Constellation is evaluating CPI-0610 in combination with ruxolitinib in JAK-inhibitor-naïve MF patients (Arm 3), with a primary endpoint of the proportion of patients with a ≥35% spleen volume reduction from baseline (SVR35) after 24 weeks of treatment. Constellation is also evaluating CPI-0610, either as a monotherapy in patients who are resistant to, intolerant of, or ineligible for ruxolitinib and no longer on the drug (Arm 1), or as add-on therapy in combination with ruxolitinib in patients with a sub-optimal response to ruxolitinib or MF progression (Arm 2). Patients in Arms 1 and 2 are being stratified based on TD status. The primary endpoint for the patients in cohorts 1A and 2A, who were TD at baseline, is conversion to TI for 12 consecutive weeks. The primary endpoint for the patients in cohorts 1B and 2B, who were not TD at baseline, is the proportion of patients with a ≥35% spleen volume reduction from baseline after 24 weeks of treatment.

About CPI-0209 clinical trial

The Phase 2 portion of the Phase1/2 clinical trial of CPI- 0209 is an open label, single arm study, enrolling up to 29 patients per cohort in the following tumor types: relapsed urothelial carcinoma with known ARID1A mutation; relapsed ovarian clear cell carcinoma with known ARID1A mutation; relapsed endometrial carcinoma with known ARID1A mutation; relapsed or refractory lymphomas of either B-cell or T-cell histology. The goal of these cohorts is to establish the safety and establish the antitumor activity of CPI-0209 as a monotherapy for patients with these tumor types.

Codiak Appoints Jennifer Wheler, M.D., as Chief Medical Officer

On May 10, 2021 Codiak BioSciences, Inc. (Nasdaq: CDAK), a clinical-stage biopharmaceutical company focused on pioneering the development of exosome-based therapeutics as a new class of medicines, reported the appointment of Jennifer Wheler, M.D., an industry leader in targeted oncology and immunotherapy drug development, as Chief Medical Officer (Press release, Codiak Biosciences, MAY 10, 2021, View Source [SID1234579550]). Dr. Wheler, who joins the company’s Executive Leadership Team and reports to president and CEO Douglas Williams, Ph.D., will provide leadership and direction for Codiak’s pipeline of clinical development programs through early-stage trials to global regulatory submissions.

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Benny Sorensen, M.D., Ph.D., who has led the preclinical to clinical translational work and clinical strategy for Codiak for the past five years, advancing exoSTINGTM and exoIL-12TM through IND/CTA and into the current Phase 1 trials will become Senior Vice President, Strategic Projects. Dr. Sorensen will report to president and CEO Douglas Williams and continue as a member of Codiak’s Executive Leadership Team. He will help direct business development and other strategic external partnering projects and continue to provide support for the ongoing clinical trials.

"In the past year, our clinical team, led by Benny, has initiated two clinical programs and we expect to file an IND for a third program later this year, all of which are evaluating the potential for engineered exosomes to engage the immune system in novel ways to attack intractable cancers. With the anticipated advancement and intensified focus in oncology, we believe it is an ideal time for us to expand our team for the next phase of growth," said Dr. Williams. "As a clinical oncologist with many years of patient treatment and drug development experience, Jennifer knows this space incredibly well and will bring valuable leadership and deep domain expertise to the outstanding team that we already have in place."

Dr. Wheler brings more than 20 years of experience in industry and academic clinical research to Codiak, including a strong track record of successful early-stage oncology drug development. A board-certified oncologist, she served most recently as chief medical officer of Bicara Therapeutics, where she designed and led the first-in-human Phase I/II trial for the company’s bi-functional antibody candidate, including building the clinical trial infrastructure, clinical operations team and KOL network. Previously, Dr. Wheler led first-in-human studies for novel immuno-oncology assets at Novartis Institutes for BioMedical Research. From 2006 to 2015, she worked in the Department of Investigational Cancer Therapeutics at the University of Texas MD Anderson Cancer Center where she served as Principal Investigator on more than 30 Phase 1 trials, including one of the first published trials of randomized data demonstrating benefit for treating patients with therapy matched to their tumor’s molecular profile. She is co-author on more than 145 peer-reviewed publications. Dr. Wheler completed fellowships in breast cancer medicine at Memorial Sloan Kettering Cancer Center and in oncology at Yale Cancer Center and her internal medicine residency at Columbia University Irving Medical Center and New York-Presbyterian Hospital. She received her A.B. from Princeton University and her M.D. from Weill Cornell Medical College in New York. With a background in the arts, Dr. Wheler also founded Collage, a nonprofit organization that brings personalized and innovative art programs to patients living with cancer.

"Codiak has a rich pipeline of first-in-class molecules that leverages a deep understanding of exosome biology and engineering. These exquisitely constructed molecules combine targeted and immunomodulatory approaches that have previously been elusive—the potential to impact the lives of patients with cancer and other diseases is immense," said Dr. Wheler. "As an oncologist who has spent much of my career investigating new drugs designed to improve outcomes for patients, I see this as an tremendous opportunity: the science is compelling, the early clinical data support the desired product profile and the team is superb. I am excited to lend my experience to help lead the current clinical programs and work to guide the next programs into the clinic."

"I’m excited to welcome Jennifer to Codiak," said Dr. Sorensen. "With two oncology-focused programs now in the clinic and a third on track for IND this year, her background and experience will be incredibly valuable as we continue to advance these candidates. I look forward to collaborating with her as Codiak remains focused on moving the exoSTING and exoIL-12 clinical trials toward expected data read-outs later this year and prepares for the planned exoASO-STAT6 IND submission."

Cellectar Reports Financial Results for the First Quarter 2021 and Provides a Corporate Update

On May 10, 2021 Cellectar Biosciences, Inc. (NASDAQ: CLRB), a late-stage clinical biopharmaceutical company focused on the discovery and development of drugs for the treatment of cancer, reported financial results for the first quarter ended March 31, 2021 and provided a corporate update (Press release, Cellectar Biosciences, MAY 10, 2021, View Source [SID1234579549]).

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First Quarter and Recent Corporate Highlights

Initiated pivotal study of CLR 131 in Waldenstrom’s macroglobulinemia (CLOVER-WaM)

Pivotal study is designed as a global, single arm, non-comparator, expansion cohort of the currently ongoing Phase 2 CLOVER-1 study of CLR 131 and its design is in alignment with feedback received from the U.S. FDA from Cellectar’s September 2020 guidance meeting
The study will enroll 50 relapsed/refractory WM patients
The primary endpoint of the study is major response rate defined as a partial response or better (a minimum of a 50% reduction in the biological marker IgM)

Received Orphan Drug Designation from the European Commission for CLR 131 in Waldenstrom’s macroglobulinemia (WM) which provides 10 years of European market exclusivity and certain benefits including protocol assistance, reduced EU regulatory filing and associated fees

Strengthened its global Intellectual Property portfolio with granted patents in Japan, Eurasia, Australia and Mexico. These patents, entitled: "Phospholipid-Ether Analogs as Cancer-Targeting Drug Vehicles," provides composition of matter and use protection for the company’s proprietary phospholipid-ether (PLE) analogs as a targeted delivery vehicle in combination with a broad range of commonly used chemotherapeutic classes such as alkaloids, nucleoside analogs, as well as other classes of small molecule chemotherapeutic agents
"During the first quarter, we focused on clinical study execution, ramped-up our pivotal study in Waldenstrom’s macroglobulinemia and further enriched our refractory multiple myeloma data set," said James Caruso, president and CEO of Cellectar. "We also continue to make progress in our pediatric study of CLR 131 in children with relapsed or refractory solid tumors or malignant brain tumors and remain well positioned financially with a cash runway supporting our current strategic plan into the third quarter of 2023."

First Quarter Financial Highlights

Cash and Cash Equivalents: As of March 31, 2021, the company had cash and cash equivalents of $53.6 million compared to $57.2 million at December 31, 2020.

Research and Development Expense: Research and development expense for the three months ended March 31, 2021 was approximately $4.6 million compared to approximately $2.6 million for the three months ended March 31, 2020. The overall increase in research and development expense of $2.0 million was primarily a result of costs related to our WM pivotal study. General research and development costs increased because of increased personnel and related costs offset by a decrease in manufacturing and related costs and preclinical study costs.

General and Administrative Expense: General and administrative expense for the three months ended March 31, 2021 was approximately $1.7 million, compared to approximately $1.3 million for the three months ended March 31, 2020. The overall increase in general and administrative expense of $384,000 was primarily a result of professional fees and insurance.

Net Loss: The net loss attributable to common stockholders for the three months ended March 31, 2021 was ($6.4) million, or ($0.13) per share, compared to ($4.0) million, or ($0.42) per share, for the three months ended March 31, 2020.

Calyx Welcomes Catalyst to the ACTIVATE CRO Partnership Program

On May 10, 2021 Calyx, the eClinical and Regulatory solutions and services provider most relied on for solving complex data challenges in clinical research, reported that Catalyst Clinical Research will enter into a partnership to leverage Calyx’s Medical Imaging solution for their customers’ oncology trials (Press release, Catalyst Clinical Research, MAY 10, 2021, View Source [SID1234579548]).

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A leading provider of clinical research services, Catalyst Clinical Research’s full-service, niche oncology CRO solution is focused on next-generation cancer therapies. Catalyst Oncology offers skilled management of immuno-oncology and targeted therapies as well as expert oversight of complex study designs to deliver customized clinical research solutions exclusively for the biotech market.

"We see a lot of synergies between Calyx’s expertise in medical imaging, particularly in early phase oncology development, and Catalyst Oncology’s clinical development services for the advancement of new cancer treatments," said Andrew Zupnick, PhD, Vice President of Oncology Drug Development at Catalyst. "We’re pleased to form a relationship through their CRO partnership program and look forward to working together as we help our customers bring novel therapies to cancer patients in need."

The program, "ACTIVATE Solutions for CRO Partners," is designed to provide close alignment between Calyx and its CRO partners. By participating in the ACTIVATE program, Catalyst can better meet the imaging needs of their clients and help accelerate oncology trial execution and data collection, ultimately delivering more customer value.

"Catalyst is at the forefront in delivering customized services that meet the evolving needs and unexpected changes inherent in oncology clinical development," said John Blakeley, Chief Commercial Officer, Calyx. "We’re delighted to welcome them to our partnership network and to support their knowledgeable, experienced team with a proven imaging solution as they execute complex oncology trials for their biotech clients."