Starton Therapeutics Inc. and Healthwell Acquisition Corp. I to Combine and Create Publicly Traded Leader in Proprietary Continuous Delivery Technology for Cancer Treatments

On April 27, 2023 Starton Therapeutics, Inc. ("Starton" or "the Company"), a clinical-stage biotechnology company focused on transforming standard-of-care therapies with proprietary continuous delivery technology, and Healthwell Acquisition Corp. I (Nasdaq: HWEL) ("Healthwell"), a special purpose acquisition company, reported that they have entered into a definitive business combination agreement (the "Business Combination Agreement") pursuant to which, among other things, HWEL Holdings Corp., a newly formed wholly-owned subsidiary of Healthwell ("Pubco"), has agreed to acquire Starton and become a publicly traded company (the "Transaction") (Press release, Starton Therapeutics, APR 27, 2023, View Source [SID1234630646]). Upon the closing of the Transaction, which is expected to occur during the second half of 2023, Pubco will be renamed Starton Holdings Corp., and each share of common stock and warrant of Healthwell will be exchanged, on a one-for-one basis, for shares of common stock and warrants of Pubco. After the consummation of the Transaction, the common stock and warrants of Pubco are expected to be listed on the Nasdaq and Starton and Healthwell will each become wholly-owned subsidiaries of Pubco.

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Starton is transforming standard-of-care therapies with proprietary continuous delivery technology that can increase the efficacy of approved drugs, make them more tolerable and expand their potential use. The Company’s technology has two programs in the clinic and three pre-clinical programs. STAR-LLD, its lead program, targets multiple myeloma ("MM") and chronic lymphocytic leukemia ("CLL"), and other hematologic cancers whose treatments expand and improve on the current uses of lenalidomide in both efficacy and tolerability. Lenalidomide can reduce the quality of life for patients, leading to dose reductions and discontinuation. Starton’s technology aims to provide continuous delivery treatment so cancer patients can live better, longer.

Starton’s established leadership team, led by Chairman, Chief Executive Officer and Co-Founder Pedro Lichtinger, is supported by renowned scientific committee members, including Mohamad Hussein, MD, who practiced at the Cleveland Clinic Foundation for two decades and is former VP, Global Multiple Myeloma Franchise at Celgene and current Professor of Medicine and Oncology at the University of South Florida; Kenneth Anderson, MD, Kraft Family Professor of Medicine at Harvard Medical School and Director of the LeBow Institute for Myeloma Therapeutics and Jerome Lipper Multiple Myeloma Center at Dana-Farber Cancer Institute; and Asher Chanan-Khan, MD, Professor of Medicine and former Co-Chairman, Hematologic Malignancies Program, Mayo Clinic Cancer Center.

"MM and CLL are the most common blood cancers in the U.S. and are rarely curable. While treatments extend survival for an average of three to 10 years, deteriorating quality of life remains a challenge due to drug-related side effects. At Starton, we are developing an approach that minimizes the serious side effects patients experience by unlocking the full potential of approved drugs," said Lichtinger. "Our combination with Healthwell will enable us to extend our runway and expedite the development of therapies using our proprietary continuous delivery technology to meaningfully improve patient outcomes. We look forward to working with the Healthwell team, who will add substantial value to the future of our company."

"We are pleased to combine with Starton, whose innovations not only transform lives, but also drive costs out of the healthcare system," said Alyssa Rapp, CEO of Healthwell. "Starton’s experienced leadership team and impressive group of scientific advisors give the Company a competitive edge. We’re confident that Pedro’s track record of sophistication and deep expertise in drug development will help the Company achieve its goals. At Healthwell, we look forward to supporting the Company with an expansive network, operational expertise and public market experience to help accelerate its timeline and ability to deliver value for patients, partners and shareholders."

Dr. Hussein added, "We are excited to continue advancing the work that the entire Starton team has undertaken to improve the use of lenalidomide in MM and CLL for the benefit of patients through its continuous delivery technology. The combination with Healthwell will significantly accelerate Starton’s priorities and allow the Company to conduct programs in parallel to unlock value in multiple indications so as to deliver the transformative potential of its strategic platform to drive significant improvements to the treatment of cancer."

Proceeds from the business combination are expected to be used, among other things, to support Starton’s research and clinical development programs, including:

STAR-LLD in MM is in development for new MM indications in intolerant patients and achievement of superiority versus oral lenalidomide in maintenance treatment of MM. The STAR-LLD delivery system is expected to expand use following discontinuations, dose reductions and treatment by reducing area under the curve (AUC) by more than 50% and a 90% lower CMax. STAR-LLD is in development in two continuous delivery systems: subcutaneous and transdermal.
STAR-LLD in CLL is being developed in multiple indications to establish the only immunomodulatory drug (IMiD) approved for CLL. STAR-LLD is in development in two continuous delivery systems: subcutaneous and transdermal.
STAR-OLZ in chemotherapy-induced nausea and vomiting (CINV) is a 5-day transdermal patch in development for CINV and will be the first product to be evaluated for total control, becoming the first product with a no-nausea primary indication.
Investment Highlights

Enhanced proprietary delivery system leveraging proven continuous delivery technology across a wide range of indications.
Blockbuster potential with a groundbreaking approach to treating multiple myeloma and other hematological malignancies.
Superior PK/PD (pharmacokinetic/pharmacodynamic) profile versus the current standard-of-care, leading to improved drug tolerability and superior patient outcomes.
Significant opportunity to expand the total addressable market by capturing Revlimid intolerant patients.
De-risked opportunity by leveraging FDA-approved blockbuster products with proven active ingredients.
Strong cadence of upcoming catalysts with defined pathway into clinic and a clear path forward to potential approval.
Substantial expansion opportunities with the potential to leverage the existing technology in other approved blockbuster molecules.
Key Transaction Terms

Pursuant to the Business Combination Agreement, Pubco will acquire Starton for aggregate base consideration of $260 million, including $20 million of incentive shares provided to potential PIPE investors, subject to adjustments for debt (net of cash) and certain other adjustments, which consideration shall be payable in shares of Pubco common stock, or shares of a newly created Canadian subsidiary of Pubco ("Exchangeable Shares") that will be issued to certain eligible holders on a tax-deferred basis and which will be exchangeable, on a one-for-one basis into shares of Pubco, with each share valued at the price at which Healthwell redeems its public stockholders at the business combination. Under the Business Combination Agreement, Pubco will also assume all of the outstanding stock options of Starton. In addition, all of the issued and outstanding common stock and warrants of Healthwell will be exchanged for substantially equivalent shares of common stock and warrants of Pubco.

In addition to the base consideration, existing Starton shareholders will have the right to receive contingent earnout consideration in the form of up to 25 million shares of Pubco common stock or Exchangeable Shares, as applicable, payable in three tranches of at least 8.3 million shares, with a tranche earned upon the post-closing Pubco stock price reaching at least $12 for 20 trading days, $14 for 20 trading days or upon achievement of a first clinical milestone (completion of Phase 1b for multiple myeloma), and the Pubco stock price reaching at least $16 for 20 trading days or upon achievement of the successful completion of an FDA required bridging study in healthy volunteers that proves bio-equivalence between the ambulatory subcutaneous pump and either a transdermal patch or an on body subcutaneous pump.

Assuming a HWEL share price of $10.15 and redemptions of 86% of HWEL’s publicly held shares, Starton is expected to have a pro forma enterprise value of $339 million and equity value of $374 million.

HWEL currently has approximately $250 million held in short term U.S. Treasuries in a trust account at JPMorgan Chase Trust. The transaction is expected to bring gross cash proceeds of $50 million, including $35 million in cash expected to be held in trust (assuming 86% redemptions), and $15 million in an anticipated private investment in public equity (PIPE) capital raise.

The Transaction is expected to close in the second half of 2023 and is subject to shareholder approval (as described below), as well as other customary conditions, including receipt of the approval of the British Columbia Court and certain regulatory approvals.

Board and Shareholder Approval

The Business Combination Agreement was approved by the board of directors of each of Starton and the Purchaser, and each recommends that its respective shareholders approve the Transactions. Each of the directors and officers, as well as certain of the shareholders of Starton and the Purchaser have agreed to vote the shares held by them in favor of the Transaction pursuant to voting support agreements, subject to customary exceptions. The shares represented by the parties to the voting support agreements represent approximately 46% of the votes of all of the shares of Starton and approximately 20% of the votes of all of the shares of the Purchaser.

Shareholders of Starton and the Purchaser will be asked to approve the Transaction at meetings of Starton and the Purchaser, expected to be held in the second half of 2023. In connection with such meetings, Starton and the Purchaser will prepare, file and mail proxy statements that will include details regarding the Transaction and the approvals required.

Advisors

SPAC Advisory Partners LLC, a division of Kingswood Capital Partners, is serving as exclusive financial advisor and Fox Rothschild and Dentons Canada LLP are acting as legal counsel to Starton. Jefferies LLC is serving as capital markets advisor to Healthwell and is being represented by Kirkland & Ellis LLP. Ellenoff Grossman & Schole LLP and Peterson McVicar LLP are serving as legal counsel to Healthwell.

Management Presentation

The management teams of Starton and Healthwell will host an investor call on April 27, 2023 at 8:00 am ET to discuss the proposed business combination and review an investor presentation. The webcast can be accessed by visiting: View Source A replay will be available.

For materials and information, visit View Source for Starton and View Source for Healthwell. Healthwell will also file the presentation with the SEC as an exhibit to a Current Report on Form 8-K, which can be viewed on the SEC’s website at www.sec.gov.

Micronoma Presents State-of-the-Art Metagenomic Liquid Biopsy Assay for Lung Cancer Detection

On April 27, 2023 Greg Sepich-Poore, Ph.D., Chief Analytic Officer and Co-founder of Micronoma, the first biotech company offering early cancer detection with a microbiome-driven, multi-omics liquid biopsy, reported the company’s impressive diagnostic capabilities in a presentation at the American Association for Cancer Research (AACR) (Free AACR Whitepaper)’s (AACR) (Free AACR Whitepaper) annual meeting in Orlando, Florida (Press release, Micronoma, APR 27, 2023, View Source [SID1234630645]). The recent work adds to the growing body of evidence demonstrating that microbial DNA associated with cancer can be exploited as a novel diagnostic modality.

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The talk, "Assessing the real-world utility of cell-free microbial DNA in diagnosing early-stage lung cancer," detailed the development of Micronoma’s Oncobiota test, a clinico-proteo-metagenomic assay that produced results exceeding the cancer diagnostic performance of PET-CT and clinical risk scores, as analyzed side-by-side in a blinded validation cohort of small lung nodules from patients with stage I cancers or lung diseases of diverse etiologies sized between 8-30 millimeters in diameter. The data presented also demonstrated how the Oncobiota assay, unlike other liquid biopsy assays for lung cancer, uses microbial signals to achieve histological subtype discrimination in lung cancer, providing robust differentiation of lung adenocarcinoma from squamous cell carcinoma (AUC 0.90, discovery cohort, AUC 0.86; blinded validation cohort), information that could aid clinicians in choosing the appropriate therapeutic options.

Overall, the presented work found strong diagnostic performance of cell-free metagenomes when evaluating an age-, sex-, and risk-matched and treatment-naive cohort of more than 1,000 patients with lung cancer, benign lung diseases, and no disease (healthy).

In addition, the research demonstrated the possibility and utility of performing metagenome assembly on more than 5,000 blood and tumor tissue samples, producing a proprietary metagenomic database with superior diagnostic power for nodule malignancy status compared to publicly available reference metagenomes.

"These data establish the utility of cell-free metagenomes as a generalizable and sensitive strategy for early lung cancer detection, warranting applications in additional cancer types," Sepich-Poore noted, pointing towards forthcoming work.

Brenus Pharma Unveils Groundbreaking Preclinical Results For STC-10101, a Promising New Drug Candidate Targeting Colorectal Cancer & Solid Tumors

On April 27, 2023 Brenus Pharma reported two groundbreaking presentations on STC-1010, the company’s first drug candidate for colorectal cancer (CRC), produced by Brenus Pharma’s STC (Stimulated Tumor-Cells) Technology Platform (Press release, Brenus Pharma, APR 27, 2023, View Source [SID1234630644]).

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Innovative models for anti-tumor vaccine development were highlighted: Inovotion’s CAM (chorioallantoic model) in-ovo assay and Explicyte’s ex-vivo co-cultured assay, were used to characterize the mechanism of action through a specific immune response, and validate the anti-tumor effects of STC-1010.

These models comply with the FDA’s modernization act 2.0 S. 5002 and demonstrate the potential of STC-1010 in clinical settings for the treatment of patients with colorectal cancer.

The first study evaluated the safety and efficacy of STC-1010 in activating the antitumoral immune response against human colorectal adenocarcinoma using the chicken CAM assay. Results obtained in-ovo confirmed the anti-tumor efficacy -mediated by cytokine secretion and T cells expansion- of the vaccine previously observed in CRC syngeneic mouse models. Dendritic cells primed by STC-1010 will induce a multi specific pool of T-lymphocytes against the tumor without toxicity.

The second study evaluated the functional activity of STC-1010-primed dendritic cells (DCs) from PBMCs human donors’ isolation, to activate autologous CD8+ T cells and promote tumor cell death. The study evaluated the cross-priming and specificity of the immune response induced by STC-1010. Results showed that STC-1010 is an efficient strategy to educate the immune system by cross-priming DCs and increasing the activity of specific CD8+ T cells (TCR sequencing) all of which promotes the significant tumor killing observed ex-vivo.

Taken together, these studies provide promising results for the development of the STC-1010 and prove its potential to be presented into clinical setting for the treatment of patients with CRC.

Innovative in vivo model for anti-tumor vaccine development: Safety validation and preliminary efficacy evaluation of a new antitumor vaccine STC-1010 on human colorectal adenocarcinoma using the chicken CAM assay.

Session Title: Clinical Research Excluding Trials – Vaccines

Abstract Presentation Number: 6791

Yan WANG, [email protected] Scientist/R&D Project Manager2 (PhD)
Arnaud PEYRONNIER, [email protected], Sales Director4 (MSc)
Benoit PINTEUR, [email protected], Chief Scientific Officer3 (Pharm D)
Lionel CHALUS, [email protected], Chief Scientific Officer5
Corinne TORTORELLI, [email protected], Medical Lead5 (Pharm. D., Ph.D)
Paul BRAVETTI, [email protected], Chief Executive Officer5 (Pharm D, MSc)
Jean VIALLET, [email protected], Chief Executive Officier4 (PhD)
François GHIRINGHELLI [email protected], Head of Team Inserm 1231 TIRECs « Therapies and Immune REsponse in CancerS », Director of early clinical unit CLIPP2, Professor of Oncology4 (M.D, PhD)
STC-1010 a new therapeutic vaccine promotes tumor cell death.

Session Title: Late-Breaking Research: Immunology 2

Abstract Presentation Number: LB224

Alban BESSEDE, [email protected], Chief Executive Officer5 (Ph.D)
George ALZEEB, [email protected], Scientific Project Manager5 (Ph.D)
Corinne TORTORELLI, [email protected], Medical Lead5 (Pharm.D., Ph.D)
Jean-Philippe GUEGUAN, [email protected], Study Director7
Christophe REY, [email protected]
Lionel CHALUS, [email protected], Chief Scientific Officer5
Benoit PINTEUR, [email protected], Chief Scientific Officer5 (Pharm D)
Paul BRAVETTI, [email protected],Chief Executive Officer5(Pharm D, MSc)
Antoine ITALIANO, [email protected], Early Phase Trials and Sarcoma Units,6(M.D, Ph.D)

OSE Immunotherapeutics Reports Full Year 2022 Financial Results and Provides Business Strategy Update

On April 27, 2023 OSE Immunotherapeutics SA (ISIN: FR0012127173; Mnemo: OSE) reported its consolidated annual financial results for 2022 and provided an update on key clinical and preclinical achievements, on ongoing collaboration and licensing agreements, as well as on the 2023 Company’s outlook (Press release, OSE Immunotherapeutics, APR 27, 2023, View Source [SID1234630643]).

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Nicolas Poirier, Chief Executive Officer of OSE Immunotherapeutics, comments:

"We have achieved significant milestones in 2022, advancing our assets both in the clinical and preclinical stage, while strengthening our financial position despite a difficult economic environment. First, I would like to thank our team, our scientific, clinical, pharmaceutical experts and our pharma partners for their continuous commitment. I would also like to thank our institutional partners, the Region Pays de la Loire, our banks and Bpifrance for their contribution for securing a bridge financing to support our strategic leading immunotherapy programs.

We have recently seen renewed interest for cancer vaccines in the field of Immuno-Oncology and the Phase 3 results of Tedopi post IO failure contributed significantly to this new momentum. Well protected by recent granted patents families and orphan status in the US for the HLA-A2 population, Tedopi is the most advanced cancer vaccine candidate worldwide in the domain of acquired resistance to immune checkpoint. We are also dedicated to the development of the most-advanced anti-IL-7R product within the framework of a license option agreement with Servier. Our other international pharma partners Boehringer Ingelheim and Veloxis are actively engaged in the development of respectively OSE-172/BI 765063 in hepatocellular carcinoma and head and neck cancers and FR104/VEL-101 in kidney transplant.

Today, the Company has solid clinical and preclinical innovative assets and, like many European biotech companies, is striving to create more sustainable and higher value. My ambition for OSE is twofold: on the one hand, to generate near-term value by bringing our proprietary clinical assets until marketing registration with commercialization through regional established partners. This strategy is based on prioritizing investments when a selected niche indication is clearly identified based on a strong biological rationale and with acceleration opportunities in the development. On the other hand, to generate long-term recurrent revenue through collaborations and licensing agreements with global pharma partners for our programs targeting large indications and requiring larger investments.

We look forward reaching new key milestones in 2023 with significant potential inflection points, including clinical readouts and further updates on our preclinical programs. I am confident that we shall find the next strategic pharma partners and have all the relevant internal capabilities to support them in bringing our pre-IND assets to the next stage and demonstrating clinical proof of efficacy. OSE-230 (anti-ChemR23 agonist mAb) is one of our key preclinical assets with initiated IND-enabling studies to be ready for clinical Phase 1 in 2024 in the new attractive field of chronic inflammation resolution.

The progress we have made these last years has positioned OSE to deliver multiple major milestones in the next 12 months, including launching a registrational Phase 3 trial for the most advanced therapeutic vaccine candidate. I strongly believe that OSE has a very exciting future and is well positioned to meet all of its key stakeholders’ expectations. OSE is at the forefront to transform breakthrough scientific and technological discoveries into therapeutic innovations for the benefit of patients."

Anne-Laure Autret-Cornet, Chief Financial Officer of OSE Immunotherapeutics, adds: "Recurrent turnover is driven by collaborations and licensing agreements with pharma companies. We have secured financial visibility for over the next 12 months, supported, in parallel, by a strict review of strategic expenses and their prioritization, to manage our cash level. This new flexible and scalable funding operating model, in addition to other available sources of financing, allows us to pursue our investments to increase the value and interest of our assets."

CLINICAL PROGRESS IN IMMUNO-ONCOLOGY AND IMMUNO-INFLAMMATION

IN IMMUNO-ONCOLOGY

TEDOPI, an immunotherapy activating tumor specific T-cells

Major regulatory progress on the clinical development plan; A further confirmatory Phase 3 trial to support the registration of Tedopi as a potential new standard of care in second line for non-small cell lung cancer (NSCLC) patients in secondary resistance to immune checkpoint inhibitors (ICI); Authorizations for compassionate use in NSCLC in third line in France, Italy and Spain.

The US Food and Drug Administration (FDA) and the European Medicines Agencies (EMA) supported the continuation of the clinical development for Tedopi through a new confirmatory phase 3 clinical trial versus standard of care in second line treatment for HLA-A2+ patients in advanced non-small cell lung cancer (NSCLC) with secondary resistance post-ICI (Immune Checkpoint Inhibitors) failure*. OSE Immunotherapeutics is progressing on the protocol development for this next confirmatory Phase 3 pivotal trial to support the regulatory registration in second line treatment. The protocol design is developed with the support of the international NSCLC clinician experts’ group which were already involved in the previous phase 3 ATALANTE trial.
The significant medical need for new therapeutic options in NSCLC patients post-ICI failure associated with promising efficacy, safety and quality of life data from the initial Phase 3 trial of Tedopi (ATALANTE-1) resulted in authorizations for compassionate use** of Tedopi delivered by Health Agencies in Europe – in September 2022 in France and in Italy and in March 2023 in Spain through a Special Situation Authorization*** – in third line post-chemotherapy and immunotherapy.
* Secondary resistance: after at least 12 weeks of ICI treatment in monotherapy (Task force SITC (Free SITC Whitepaper) 2020 – Kluger H et al 2020).
** Compassionate use is a treatment option that allows for the use of an unauthorized medicine. Under strict conditions, products in development can be made available to nominative patients who have a disease with no satisfactory authorized therapies and who cannot enter clinical trials (https://www.ema.europa.eu/en/human-regulatory/research-development/compassionate-use).
*** The Special Situation Authorization (Real Decreto 1015/2009) is intended to provide early access to medicines for patients with a severe or rare disease with high unmet need and for which no authorized therapeutic alternatives are available.

Positive clinical results presented at the American Society of Clinical Oncology (ASCO) (Free ASCO Whitepaper) and at the European Society for Medical Oncology (ESMO) (Free ESMO Whitepaper) 2022 annual meetings.

Final data of Phase 3 Atalante-1 in NSCLC patients after failure to ICI were presented at ASCO (Free ASCO Whitepaper) 2022 with significantly better Patient Reported Outcomes (PROs) in the Tedopi arm versus chemotherapy in the primary analysis for the population of interest (n=118 patients) and confirmed in the global population (n=219 patients).
The results presented at ESMO (Free ESMO Whitepaper) 2022 have shown that in advanced HLA-A2+ NSCLC patients with IO secondary resistance after sequential CT-IO (n=118), overall survival was longer with Tedopi versus SoC regardless of the use (or not) of post progression anticancer treatment (with 13.5 months versus 10.6, HR=0.71; without 6.3 months versus 4.5, HR=0.76).
A second analysis presented at ESMO (Free ESMO Whitepaper) 2022 assessed the Net Treatment Benefit (NTB), a new statistical method combining efficacy, safety and quality of life, of Tedopi versus SoC in patients with NSCLC who failed therapy with immune checkpoint inhibitors. NTB of Tedopi in the overall population (n=219) was of 19% and reached statistical significance (p=0.035).
The first interim results from the Phase 2 clinical trial TEDOPaM evaluating Tedopi in advanced or metastatic pancreatic ductal adenocarcinoma, in monotherapy or in combination with nivolumab or FOLFIRI after induction with FOLFIRINOX were presented at ASCO (Free ASCO Whitepaper) 2022. The primary endpoint of the trial is the one-year survival rate (Fleming- futility analysis; null hypothesis <25%), and the key secondary endpoint was the Time to maintenance Strategy Failure (TSF= maintenance time + FOLFIRI reintroduction). The GERCOR oncology clinician group and the PRODIGE Intergroup are sponsors of this study.
BI 765063/OSE-172, a myeloid checkpoint inhibitor developed in partnership with Boehringer Ingelheim

In May 2022, the initiation of the Phase 1 clinical expansion trial with BI 765063 sponsored and conducted by Boehringer Ingelheim triggered a €10 million milestone payment from Boehringer Ingelheim to OSE Immunotherapeutics. The trial is conducted in advanced hepatocellular carcinoma and head and neck cancer patients in combination, in particular with anti-PD-1 antibody ezabenlimab.
OSE-279, anti-PD1 monoclonal antibody: first patient dosed in the Phase 1/2 clinical trial in patients with advanced solid tumors or lymphomas

In December 2022, the first patient was dosed in this first-in-human open label Phase 1/2 dose escalation and expansion study. The trial aims to determine the Maximum Tolerated Dose and/or the recommended Phase 2 dose of OSE-279 in monotherapy in advanced solid tumors or lymphomas. Secondary objectives include assessment of OSE-279’s antitumor activity, evaluation of the safety profile, pharmacokinetic and receptor occupancy or pharmacodynamic profile.
IN IMMUNO-INFLAMMATION

OSE-127/S95011-lusvertikimab, a monoclonal antibody antagonist of the interleukin-7 receptor

The main results are expected for H1 2023 for the phase 2 in Sjögren syndrome (Servier sponsorship) and Q4 2023 for the phase 2 in ulcerative colitis (OSE Immunotherapeutics sponsorship). Servier has the right to exercise the second option provided in the license agreement based on the Phase 2 clinical studies.

Positive preclinical efficacy data in B- and T-Cell Acute Lymphoblastic Leukemia (B- and T-ALL): the latest preclinical data on the use of OSE-127 for the treatment of B- and T-Cell ALL (B- and T-ALL) were presented at the American Society of Hematology (ASH) (Free ASH Whitepaper) annual meeting in December 2022. This oral presentation has received the merit-based "Abstract Achievement Award" from the peer-review committee. The presentation, entitled "The IL7R-Antagonist OSE-127 Blocks Acute Lymphoblastic Leukemia Development Via a Dual Mode of Action", reported on the preclinical efficacy of OSE-127 in ALL and on the dual mechanism of action underlying its anti-leukemic efficacy.
VEL-101/FR104, a monoclonal antibody antagonist of CD28 developed in partnership with Veloxis Pharmaceuticals, Inc. in transplantation

In January 2022, Veloxis obtained acceptance of the IND from the Food & Drug Administration (FDA) for a clinical trial with VEL-101/FR104 sponsored and conducted by Veloxis in the US. Based on the global license agreement signed in April 2021, this first milestone triggered a €5 million payment from Veloxis to OSE Immunotherapeutics.
In February 2022, Veloxis obtained Fast Track Designation from the FDA for VEL-101/FR104 which is developed for prophylaxis of renal allograft rejection in recipients of kidney transplants.
In May 2022, the first patient was dosed in the Phase 1 conducted by Veloxis Pharmaceuticals, Inc. This study was completed in 2023.
PRECLINICAL PROGRESS IN IMMUNO-ONCOLOGY AND IMMUNO-INFLAMMATION

– MYELOID PLATFORM

OSE-230, first monoclonal antibody to activate a pro-resolutive GPCR target (ChemR23) in the resolution of inflammation

Presentation at the Protein & Antibody Engineering Summit (PEGS) 2022 annual meeting reporting on ChemR23’s over-expression is associated with chronic neutrophil accumulation in damaged tissues. OSE-230 is the first monoclonal antibody to activate a pro-resolutive GkPCR target (ChemR23). Its innovative mechanism of action drives inflammatory neutrophil tissue clearance through apoptosis and inhibition of the pathogenic NETosis**** process. This mAb triggered resolution demonstrated positive preclinical efficacy in chronic colitis or chronic arthritis models with significant decrease in tissue fibrosis and restoration of tissue healing.
CLEC-1***** (a C type lectin receptor), a novel myeloid immune checkpoint beyond the SIRPα/CD47 axis

Presentations at the Immuno-Oncology Summit Europe in May 2022, Tumor Myeloid-Directed Therapies Summit in June 2022 and Society for Immunotherapy of Cancer (SITC) (Free SITC Whitepaper) meeting in November 2022 reported on:
– The identification and validation of CLEC-1 as novel immune checkpoint target and development of its antagonists as an innovation in cancer immunotherapy to enhance myeloid cell functions and promote tumor antigen presentation to bridge the innate and adaptative immune system.

– CLEC-1 has the ability to sense dead or stress tumor cells through the identification of a CLEC-1 protein ligand (CLEC-1 ligand) over-expressed in cancer cells. Mechanistically, CLEC-1’s expression by dendritic cells controls the cross-presentation of dead-cell tumor associated antigens and hence CD8+ T-cell cross-priming. Reversely, the absence of CLEC-1 increases the phagocytosis of tumor cells by macrophages in vivo. Proprietary anti-CLEC-1 mAbs increase survival in monotherapy in orthotopic model of hepatocellular carcinoma while combination with chemotherapy increases preclinical tumor eradication in colon carcinoma model.

In November 2022, an article entitled "CLEC-1 is a death sensor that limits antigen cross-presentation by dendritic cells and represents a target for cancer immunotherapy" was published in the peer-reviewed journal Science Advances.
– The article reported on fundamental discoveries and preclinical results showing that CLEC-1 is a novel myeloid checkpoint interacting with a new ligand TRIM-21 and highlighting the CLEC-1/TRIM21 axis as a new target for cancer immunotherapy.

**** NETosis is a program for formation of neutrophil extracellular traps (NETs), which consists of modified chromatin decorated with bactericidal proteins from granules and cytoplasm. Recent research has highlighted those neutrophils, and in particular NETs that can be released upon activation, have central roles in the initiation and perpetuation of systemic autoimmune disorders and trigger complex and chronic inflammatory responses that lead to organ damage and fibrosis.

*****Collaborative program between OSE Immunotherapeutics and Dr Elise Chiffoleau’s (View Source) research teams (Center for Research in Transplantation and Translational Immunology (CR2TI), UMR1064, INSERM, Nantes University at Nantes University Hospital).

– BiCKI PLATFORM

BiCKIIL-7v, a novel bispecific therapy combining anti-PD-1 and the cytokine IL-7

Presentations at the American Association for Cancer Research (AACR) (Free AACR Whitepaper) in April 2022 and Society for Immunotherapy of Cancer (SITC) (Free SITC Whitepaper) meeting in November 2022 reported on:
– The presentation highlighted the differentiation of the novel bispecific therapy combining anti-PD1 and IL-7 cytokine and positioned it as a high potential asset for cancer patients suffering from immune escape following checkpoint inhibitor treatments.

– High IL-7 receptor (IL-7R) pathway expression in TILs (Tumor-Infiltrating Lymphocytes) and tumor-specific T-cell clonotypes is predictive of long-term immune checkpoint inhibitor clinical responses. Reversely, decreased IL-7R pathway expression is associated with metabolic stress and apoptosis of tumor-specific T-cells. Redirecting IL-7 selectively on PD1 expressing T-cells provides stemness, proliferative and survival signals to tumor-specific T-cells inducing durable anti-tumor responses.

A STRONG GLOBAL INTELLECTUAL PROPERTY STRATEGY

37 new patents granted:

– Tedopi

. Five new patents (Europe, United States, Japan, China – including Hong-Kong and Macao – and Mexico) related to a new emulsion manufacturing process validated for the ready-to-use peptides combination (process and product protected), until 2038.

. A Japanese patent for the use of Tedopi after failure with PD-1 or PD-(L)1 immune checkpoint inhibitor treatment in HLA-A2 positive cancer patients, until 2037.

. A Eurasian patent covering the regimen of administration (inducing early T memory response) of Tedopi, until 2035.

– OSE-127

. Seven patents (United States, Eurasia, New Zealand, Ukraine, Malaysia, Costa-Rica and Salvador) covering anti-CD127 antibodies (notably OSE-127), until 2035.

. Ten patents (Australia, Eurasia, Mexico, Malaysia, New-Zealand, Russia, Ukraine, Taiwan, Chili and Pakistan) covering humanized anti-CD127 antibodies, until 2037.

– OSE-172: Four patents (United States, Japan, Korea and ARIPO (Africa)) covering anti-SIRPα antibodies, until 2036-2037.

– OSE-279: Six patents (United States, Japan, Korea, China, Mexico and Colombia) for OSE-279 and its use in cancer treatment, until 2039.

– CLEC-1: Three patents (United States, Japan and Israel) covering CLEC-1, novel myeloid immune checkpoint target for cancer immunotherapy, until 2037.

CORPORATE GOVERNANCE – NEW CHIEF EXECUTIVE OFFICER (CEO), NEW BOARD OF DIRECTORS MEMBER AND NEW INTERNATIONAL SCIENTIFIC ADVISORY BOARD (SAB)

Appointment of Nicolas Poirier as CEO

Nicolas Poirier was appointed Chief Executive Officer of OSE Immunotherapeutics on October 7, 2022.

Throughout his career, Nicolas Poirier has demonstrated both his expertise as an international scientific leader, pioneering the discovery and development of innovative immunotherapies, and in-depth knowledge of the biotech sector through various strategic leadership roles. He has been instrumental in the development of OSE Immunotherapeutics, notably as the initiator of 5 programs in the Company’s portfolio that are now in clinic. He also played a major role in the signature of 4 strategic pharmaceutical partnerships for OSE Immunotherapeutics.

Appointment of Alexandre Lebeaut as an Independent Member of the Board of Directors

Alexandre Lebeaut was appointed independent Director of OSE Immunotherapeutics on February 18, 2022.

Alexandre Lebeaut has more than 25 years of a valuable experience and leadership both in innovation, research and development, from preclinical to post-marketing stage and with major achievements in particular in immunology, oncology, immuno-inflammation and infectious diseases. He has held various global positions, notably in the United States at Bluebird Bio, Sanofi, Novartis and Schering Plough Research Institute. Most recently, Alexandre Lebeaut served as Executive Vice-President R&D and Chief Scientific Officer at Ipsen in the US.

A newly formed SAB combining the expertise of renowned scientific and international key-opinion leaders in the fields of immunology, immuno-oncology, inflammation and immunotherapy

The SAB, appointed in June 2022, works with the Company’s leadership team and advises its Board of Directors on its scientific and medical strategy.
The SAB includes Pr. Wolf-Hervé Fridman (Université de Paris), Dr. Sophie Brouard (CRTI, Nantes), Dr. Bernard Malissen (CIML, Marseille), Pr. Miriam Merad (Mount Sinai, New-York), Pr. Charles Serhan (Harvard, Boston) and Dr. Jennifer Wargo (MD Anderson Cancer Center, Houston).
2022 FINANCIAL RESULTS

A meeting of the Board of Directors of OSE Immunotherapeutics was held on April 27, 2023. Following the Audit Committee opinion, the Board approved the annual and consolidated financial statements prepared under IFRS on 31 December 2022.

The key figures of the 2022 consolidated annual results are reported below (and presented in the attached tables):

In K€

December 31, 2022

December 31, 2021

Current operating result

(18,392)

(16,625)

Operating result

(18,476)

(16,625)

Net result

(17,760)

(16,850)

Available cash*

25,620

33,579

Consolidated balance sheet

91,781

101,876

As of December 31, 2022, the Company’s available cash totaled €25.6 million, versus €33.6 million as of December 31, 2021.

In 2022, OSE Immunotherapeutics received:

€10 million milestone payment as part of the global collaboration and license agreement with Boehringer Ingelheim for BI 765063, a SIRPα inhibitor on the SIRPα/ CD47 myeloid pathway.
€5 million milestone payment as part of the license agreement with Veloxis Pharmaceuticals Inc. for
VEL-101/FR104, anti-CD28, in transplant indications.
€10 million payment corresponding to the second tranche of a €25 million loan agreement by the European Investment Bank.
ADDITIVE FINANCING SECURED IN 2023:

The global economic crisis and political uncertainty driven by the war in Russia-Ukraine have triggered a global major instability in the financial markets and high inflation that have strongly impacted the life sciences and biopharmaceutical industry since 2022. In this adverse context, OSE Immunotherapeutics has secured additional funding options to strengthen its financial visibility beyond 12 months.

Equity financing line

To supplement its financial resources and in order to extend its financial visibility until the second quarter of 2024, OSE Immunotherapeutics has signed on 27 April 2023, an equity financing line with Vester Finance1.

In accordance with the terms of the agreement, Vester Finance has undertaken to subscribe to a maximum of 2,800,000 shares of the Company, representing a maximum of 14.8% of the share capital, on its own initiative, over a maximum period of 24 months, subject to certain usual contractual conditions.

The shares will be issued on the basis of an average stock market price preceding each issue2, reduced by a maximum discount of 6%, in compliance with the price rule and the ceiling set by the general assembly meeting3.

OSE Immunotherapeutics is committed to a minimum use of the line of financing in the amount of 0.6 million euros, beyond which the Company retains the option of suspending or terminating this agreement at any time and without costs or penalties.

This transaction was decided by the Company’s Board of Directors of the Company acting on delegation from the general assembly meeting of shareholders of June 23, 2022 4.

Assuming that this line of financing is used in full, a shareholder holding 1.00% of the capital of OSE Immunotherapeutics before its establishment, would see his stake increase to 0.87% of the capital on an undiluted basis5 and 0.88% of the share capital on a diluted basis6.

This transaction does not give rise to the preparation of a prospectus subject to the approval of the "Autorité des Marchés Financiers", on the basis of Article 1 of the Prospectus Regulation granting an exemption when a transaction relates to a dilution less than 20% of the Company’s share capital.

The number of shares issued under this agreement and admitted to trading will be communicated on the Company’s website.

Loans and "PGE Resilience"

Moreover, on April 26, 2023, the Company obtained the formal agreement on loans for a total amount of €5.3 million with the collective support of "La Région Pays de la Loire", Bpifrance and its banking pool composed by banks CIC, Crédit Mutuel and BNP to finance its strategic R&D programs. Favorable conditions were granted for these loans, with an interest range of 2-4% and reimbursement timelines within 3 to 5 years. Part of these loans is composed by a "PGE Resilience" ("Prêt Garanti par l’État") loan guaranteed by the French State, implemented in the context of the Ukrainian crisis.

This available cash will enable the Company to support clinical development and R&D costs. The Company has now a financial visibility until Q2 2024.

2022 Financial results

Audit procedures have been performed and audit reports are currently being issued.

The Company recorded a consolidated operating loss of €-18 million. Current operating expenses were €36.6 million (versus €42.9 million in 2021) of which 80% related to R&D. R&D expenses amounted to €27 million.

1 This equity financing line was advised, structured and subscribed by Vester Finance, which usually invests in growth companies known as "small caps", particularly in the life science and biotechnology sectors. Vester Finance may, as an investor, resell the shares in the more or less short term. Vester Finance and its manager benefit from a 20 year- experience, have conducted more than 100 similar operations, one of which has obtained the « Prize for the best financing operations of the year" from the "Club des Trente". Over the last 25 equity financing line transactions carried out by Vester Finance, the company’s stock exchange prices have increased by an average of +18% and market capitalizations by +52% (source: Vester Finance).
2 Lower daily average volume-weighted stock market price over the period of the two trading sessions preceding each issue.
3 The issue price of the shares must be "at least equal to the weighted average of the prices of the last three trading sessions preceding the setting of the issue price, possibly reduced by a maximum discount of 20%.
4 20th resolution: delegation of capital increase with cancellation of shareholders’ preferential subscription rights to the benefit of categories of people with specific characteristics. Vester Finance fits well into the target category as a regular investor in so-called "small cap" growth companies, particularly in the health or biotechnology area.
5 Based on the 18,901,101 shares issuable upon exercise of the dilutive instruments issued by the Company to date.
6 Based on the 1,748,750 shares that may be issued upon exercise of the dilutive instruments issued by the Company to date.

APPENDICES

CONSOLIDATED PROFIT & LOSS

P&L IN K€

December 31, 2022

December 31, 2021

Turnover

18,302

26,306

Other operating income

0

0

Total Revenues

18,302

26,306

Research and development expenses

(26,893)

(30,550)

Overhead expenses

(6,672)

(8,608)

Expenses related to shares payments

(3,130)

(3,773)

OPERATING PROFIT/LOSS – CURRENT

(18,392)

(16,625)

Other operating products (badwill)

0

Other operating expenses

(84)

0

OPERATING PROFIT/LOSS

(18,476)

(16,625)

Financial products

2,079

267

Financial expenses

(1,624)

(856)

PROFIT/LOSS BEFORE TAX

(18,022)

(17,213)

Income Tax

263

364

NET PROFIT/LOSS

(17,760)

(16,850)

Of which consolidated net result attributable to shareholders

(17,760)

(16,850)

Net earnings attributable to shareholders

Weighted average number of shares outstanding

18,527,401

18,154,978

Basic earnings per share

(0,96)

(0,93)

Diluted earnings per share

(0.96)

(0,93)

IN K€

2022

2021

NET RESULT

(17,760)

(16,850)

Amounts to be recycled in the income statement:

Unrealized gains on securities available for sale, net of tax

Currency conversion difference

(61)

(55)

Amounts not to be recycled in the income statement:

122

25

Other comprehensive income in the period

(61)

(29)

GLOBAL PROFIT/LOSS

(17,699)

(16,879)

CONSOLIDATED BALANCE SHEET

ASSETS IN K€

December 31, 2022

December 31, 2021

Acquired R&D costs

48,784

51,122

Tangible assets

743

926

Right-of-use assets

4,236

4,513

Financial assets

635

936

Differed tax assets

182

173

TOTAL NON CURRENT ASSETS

54,581

57,670

Trade receivables

403

772

Other current assets

11,177

9,854

Tax accounts receivables

0

0

Current financial assets

0

0

Cash and cash equivalents

25,620

33,579

TOTAL CURRENT ASSETS

37,200

44,206

TOTAL ASSETS

91,781

101,876

EQUITY & LIABILITIES IN K€

December 31, 2022

December 31, 2021

SHAREHOLDERS’ EQUITY

Stated capital

3,705

3,705

Share premium

38,784

38,778

Merger premium

26,827

26,827

Treasury stock

(549)

(160)

Reserves and retained earnings

(18,349)

(4,411)

Consolidated result

(17,760)

(16,850)

TOTAL SHAREHOLDERS’ EQUITY

32,658

47,890

NON-CURRENT DEBTS

Non-current financial liabilities

37,231

30,801

Non-current lease liabilities

3,586

3,965

Non-current deferred tax liabilities

1,514

1,748

Non-current provisions

524

710

TOTAL NON-CURRENT DEBTS

42,856

37,224

CURRENT DEBTS

Current financial liabilities

3,093

1,611

Current lease liabilities

883

756

Trade payables

8,539

9,607

Corporate income tax liabilities

21

14

Social and tax payables

2,916

3,724

Other debts and accruals

816

1,050

TOTAL CURRENT DEBTS

16,268

16,761

TOTAL LIABILITIES

91,781

101,876

CONSOLIDATED CASH FLOW STATEMENT1

In K€

December 31, 2022

December 31, 202

CONSOLIDATED RESULT

(17,760)

(16,850)

+/-

Depreciation, amortization and provision expenses

2,744

2,337

+

Amortization on "right-of-use"

742

687

+/-

Shares based payments (1)

2,728

2,944

CASH FLOW BEFORE TAX

(11,545)

(10,881)

+

Financial charges

(3,066)

634

Income tax expenses

(263)

(364)

Tax paid

(236)

(332)

+/-

Working capital variation (2)

(3,142)

1,025

CASH FLOW FROM OPERATING ACTIVITIES (A)

(18,252)

(9,919)

Tangible assets increase

(274)

(472)

+/-

Financial assets variation

0

0

+/-

Mutual finds units accounted in current financial assets

0

0

+/-

Loans and advances variation

300

(355)

CASH FLOW FROM INVESTING ACTIVITIES (B)

26

(827)

+

Capital increase (including share premium)

265

+/-

Own shares transactions

6

+

Warrant subscription

+

Loan subscription

12,056

15,281

Loan repayment

(1,010)

(40)

Lease debt repayment (3)

(785)

(549)

Financial charges

CASH FLOW FROM FINANCING ACTIVITIES (C)

10,267

14,957

+/-

Currency translation transactions (D)

CASH VARIATION E = (A + B + C + D)

(7,959)

4,211

CASH OPENING BALANCE (F)

33,579

29,368

CASH CLOSING BALANCE (G)

25,620

33,579

DIFFERENCE: E (G-F)

0

0

(1) Warrants and free shares awards granted in 2022 and valuated for 2,728 K€
(2) Mainly explained by:

– Decrease in trade receivable for 369 K€
– Increase in other current assets for 1,323 K€
– Decrease in trade accounts payable for 1,067 K€
– Decrease in social and tax payable for 808 K€
– Decrease in other debts for 234 K€

(3) Explained by IFRS16 application, which corresponds to reimbursement of lease debt for 785 K€

Guardant Health to Participate in the BofA Securities 2023 Healthcare Conference

On April 27, 2023 Guardant Health, Inc. (Nasdaq: GH), a leading precision oncology company, reported the company will be participating in the upcoming BofA Securities 2023 Healthcare Conference in Las Vegas, Nevada (Press release, Guardant Health, APR 27, 2023, View Source [SID1234630642]).

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!

Guardant Health’s management is scheduled to present a fireside chat on Wednesday, May 10th at 2:20 p.m. Pacific Time / 5:20 p.m. Eastern Time. Interested parties may access a live and archived webcast of the presentation on the "Investors" section of the company website at: www.guardanthealth.com.