Varian Updates GAAP Results for Fourth Quarter and Full Fiscal Year 2019

On November 22, 2019 Varian (NYSE: VAR) reported updates to its previously reported GAAP preliminary financial results for its fourth quarter and full fiscal year 2019 (Press release, Varian Medical Systems, NOV 22, 2019, View Source [SID1234551614]). There is no impact to Non-GAAP financial measures.

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Earlier this week the Company learned new facts and determined that the projected financial performance of its recently acquired Endocare and Alicon businesses was better than previously expected and the mix of revenues is different than previously expected, resulting in an increase in the fair value of the contingent consideration payable under earnout obligations to the sellers of the businesses. This increase in fair value has resulted in an $18.6 million increase in acquisition-related expenses in the fourth quarter of fiscal year 2019 and an $18.6 million increase in accrued liabilities as of the end of the fourth quarter of fiscal year 2019, with corresponding impacts on the company’s previously reported GAAP financial results for the fourth quarter and full fiscal year 2019. The fair value increase has no impact on the company’s previously reported Non-GAAP financial results for the periods.

Updated summary financial statements reflecting the increase in acquisition-related expenses and the increase in accrued liabilities are included below. The updated condensed consolidated financial statements also reflect other balance sheet closing item adjustments, primarily related to the company’s recent acquisition activity.

VBI Vaccines Presents Early GBM Tumor Response and Immunologic Data from Part B of Ongoing Phase 1/2a Study of VBI-1901 at the 2019 SNO Annual Meeting

On November 22, 2019 VBI Vaccines Inc. (Nasdaq: VBIV) (VBI), a commercial-stage biopharmaceutical company developing next-generation infectious disease and immuno-oncology vaccines, reported the presentation of interim data from Part B of the ongoing Phase 1/2a study of VBI-1901, its cancer vaccine immunotherapeutic candidate, in recurrent glioblastoma (GBM) patients in a poster presentation at the 24th Annual Scientific Meeting and Education Day of the Society for Neuro-Oncology (SNO) (Press release, VBI Vaccines, NOV 22, 2019, View Source [SID1234551615]).

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Though early in the enrollment process for Part B, the tumor and immunologic responses seen thus far have aligned with the responses and benefit observed in Part A of the study. The second patient enrolled in Part B demonstrates sustained stable disease (SD) after four monthly vaccinations of VBI-1901, following a 33% reduction in tumor size after the first vaccination. Among patients evaluable for response and survival in Part A, follow-up analysis showed the 6-month overall survival (OS) to be 100% in vaccine responders (6/6) compared with 63% in vaccine non-responders (5/8). Median OS in the high-dose cohort of Part A, and more broadly among vaccine responders in Part A, have not yet been reached.

"The clinical outcomes from Part A, the tumor responses we’ve seen in three of the six patients in the high-dose cohort in Part A, and now again the tumor response seen in one of the two patients enrolled and evaluable to-date in Part B continue to be encouraging," said David E. Anderson, Ph.D., VBI’s Chief Scientific Officer. "In an effort to better understand these early tumor response data, we are also characterizing baseline biomarkers and immunologic responses, notably T cell responses. Correlations between immunological biomarkers and tumor/clinical responses will be refined as more patients are enrolled in Part B of the study."

To-date, the ongoing Phase 1/2a open-label multicenter study has enrolled all 18 recurrent GBM patients in Part A of the study and four first-recurrent GBM patients in Part B. As of the cut-off date of November 18, 2019, of the four patients enrolled in Part B of the study, two were evaluable for immunologic responses, and one was evaluable for tumor response.

Highlights from Poster Presentation

●Safety:

○VBI-1901 continues to be well-tolerated, with no vaccine-related safety signals observed

●Immunogenicity:
○The first patient enrolled in Part B demonstrated a robust immune response, including a substantial increase in T cells – though the patient continues to be clinically stable, surgical resection and analysis are ongoing to assess status of tumor response
○The second patient enrolled in Part B demonstrated a 33% reduction in tumor size after the first vaccination of VBI-1901 – classification of stable disease (SD) based on two consecutive Magnetic Resonance Imaging (MRI) scans
○In the high-dose cohort of Part A, vaccine response correlated with tumor response, with all three vaccine responders demonstrating SD for greater than 12 weeks – median overall survival in these patients has not yet been reached
○Two patients in the high-dose cohort of Part A experienced a 60% reduction in the size of primary tumor – VBI-1901 also induced and expanded robust T cell responses in these patients
○Correlations between immunologic biomarkers and tumor/clinical responses will be refined as more patients are enrolled in Part B of the study

The poster presentation is available on the "Events/Presentations" page in the "Investors" section of the VBI Vaccines website.

Poster Presentation/Session Details

-Title: Interim Results of the Extension Phase of a Phase I/IIa Trial of a Therapeutic CMV Vaccine Against Recurrent Glioblastoma (GBM)
-Abstract: ATIM-26
-Date: Friday, November 22, 2019
-Time: 7:30PM – 9:30PM MST
-Location: Marriott Desert Ridge Hotel in Phoenix, Arizona, Ballroom Lawn

About the Phase 1/2a Study Design

VBI’s two-part Phase 1/2a study is a multi-center, open-label, dose-escalation study of VBI-1901 in up to 38 patients with recurrent GBM:

Part A:

Dose-escalation phase that defined the safety, tolerability, and optimal dose level of VBI-1901 adjuvanted with granulocyte-macrophage colony-stimulating factor (GM-CSF) in recurrent GBM patients, with any number of prior recurrences.
This phase enrolled 18 recurrent GBM patients across three dose cohorts of VBI-1901: 0.4 µg, 2.0 µg, and 10.0 µg.
Enrollment completed in December 2018
Part B:

Subsequent extension of the optimal dose level, 10.0 µg, as defined in the Part A dose escalation phase.
This phase is a two-arm study, enrolling 10 first-recurrent GBM patients in each arm, assessing 10.0 µg of VBI-1901 in combination with either GM-CSF or AS01B as immunomodulatory adjuvants.
Enrollment of the 10 patients in the GM-CSF arm is ongoing, initiation of enrollment of the 10 patients in the AS01B arm is expected around year-end 2019, subject to FDA acceptance of the amended protocol and investigational site institutional review board approvals.

VBI-1901 is administered intradermally when adjuvanted with GM-CSF and will be administered intramuscularly when adjuvanted with AS01B adjuvant system. Patients in both phases of the study will receive the vaccine immunotherapeutic every four weeks until tumor progression.

Additional information, including a detailed description of the study design, eligibility criteria, and investigator sites, is available at ClinicalTrials.gov using identifier NCT03382977.

Celyad Receives €8.5 Million in Grants and Non-Dilutive Funding by the Walloon Region

On November 22, 2019 Celyad (Brussels:CYAD) (Paris:CYAD) (NASDAQ:CYAD) (Euronext Brussels and Paris, and Nasdaq: CYAD), a clinical-stage biopharmaceutical company focused on the development of CAR-T cell therapies, reported that the Company has received €8.5 million in grants and non-dilutive funding from the Walloon Region of Belgium (Press release, Celyad, NOV 22, 2019, View Source [SID1234551617]). These funds will help support the development of the Company’s CAR-T candidates, including CYAD-01 and CYAD-02 for the treatment of relapsed/refractory acute myeloid leukemia, as well as next-generation approaches currently in preclinical development. The funding for technological innovation received on behalf of the Walloon Region was approved by Mr. Willy Borsus, Vice-President of Wallonia, Minister of Economy, Foreign Trade, Research and Innovation, Digital, Agriculture and Territorial Development.

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Filippo Petti, chief executive officer of Celyad, commented, "We are grateful to the Walloon Region, and especially to the SPW-Recherche for their steadfast commitment to Celyad over the past decade. The latest addition of the non-dilutive funding awarded by the Walloon Region will continue to support the innovation of CAR-T cell therapy development and allow for the advancement of several of our autologous and allogenic candidates. Since mid-2016, Celyad has been focused on the development of differentiated candidates within the CAR-T therapy landscape. We believe the additional funds awarded by the Walloon Region will further boost our ability to deliver novel immunotherapies to benefit patients with both hematological malignancies and solid tumors."

Under the terms of this funding from the Walloon Region of Belgium, the Company was awarded a €2.4 million grant and non-dilutive funding in the form of recoverable cash advances (‘avances récupérables’) for €6.1 million. The regional funding is associated with the Company’s specific research and development programs. Under the applicable conditions, the recoverable cash advance is reimbursable over the economic life of the projects. Thirty percent is refundable based on a fixed reimbursement schedule varying between 20 and 25 years, while the balance is refunded under the form of royalties over the same period.

The Company also confirms its previous position that its treasury position, based on the current scope of activities and excluding the funding from the Walloon Region, should be sufficient to fund operating and capital expenditure requirements into first half 2021.

Varian Updates GAAP Results for Fourth Quarter and Full Fiscal Year 2019

On November 22, 2019 Varian (NYSE: VAR) reported updates to its previously reported GAAP preliminary financial results for its fourth quarter and full fiscal year 2019 (Press release, Varian, NOV 22, 2019, View Source [SID1234551618]). There is no impact to Non-GAAP financial measures.

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Earlier this week the Company learned new facts and determined that the projected financial performance of its recently acquired Endocare and Alicon businesses was better than previously expected and the mix of revenues is different than previously expected, resulting in an increase in the fair value of the contingent consideration payable under earnout obligations to the sellers of the businesses. This increase in fair value has resulted in an $18.6 million increase in acquisition-related expenses in the fourth quarter of fiscal year 2019 and an $18.6 million increase in accrued liabilities as of the end of the fourth quarter of fiscal year 2019, with corresponding impacts on the company’s previously reported GAAP financial results for the fourth quarter and full fiscal year 2019. The fair value increase has no impact on the company’s previously reported Non-GAAP financial results for the periods.

Updated summary financial statements reflecting the increase in acquisition-related expenses and the increase in accrued liabilities are included below. The updated condensed consolidated financial statements also reflect other balance sheet closing item adjustments, primarily related to the company’s recent acquisition activity.

Entry into a Material Definitive Agreement

On November 22, 2019,Generex Biotechnology Corporation ("Generex") reported that it has entered into a definitive Stock Purchase Agreement (the "SPA") for the purchase of 51% of the outstanding capital stock (the "ALTuCELL Stock") of GH Care, Inc. DBA ALTuCELL, Inc.("ALTuCELL"). The ALTuCELL Stock consists of newly issued shares of ALTuCELL (Filing, 8-K, Generex, NOV 22, 2019, View Source [SID1234554201]).

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ALTuCELL has a broad patent portfolio for cell encapsulation technology and cellular therapy The ALTuCELL patent portfolio includes global patents for the AltuCapsÒ cell encapsulation platform, together with patents for the chemistry, manufacturing, and ultra-purification of capsules. ALTuCELL has also been granted a wide-ranging patent, Microencapsulation of Myofibroblasts (Stem cells) Isolated from Wharton Jelly for Prevention and Treatment of Autoimmune and Inflammatory Diseases.

Gary Harlem is ALTuCELL’s President & Chief Executive Officer.

Under the SPA, in exchange for the ALTuCELL Stock, Generex will

•Issue to ALTuCELL 1,600,000 shares of Generex common stock with an initial attributed value of $2.50 per share. If the market price per share of the Generex common stock is below $2.50 on the 6-month anniversary of the closing date, the attributed price of the Generex shares will be repriced to market with a floor of $1.25 per share, and Generex will deliver the number of GNBT shares required to make up the difference in total value.
•Pay $2.5 million in cash ($112,000 of which has already been paid).
In addition to stock and cash at closing, Generex has agreed to pay up to an aggregate of $3,500,000 to ALTuCell upon ALTuCell’s attainment of certain milestones, as follows:

$500,000 upon initiating a first-in-human clinical trial of Altsulin, microencapsulated Sertoli Cells.
$2,000,000 upon initiating a human clinical trial of a cell therapy product using ALTuCAPS microencapsulation technology in the United States.
$1,000,000 upon completing a business development deal with a biopharmaceutical company partner.

The milestone payment shall be made in cash or Generex stock at ALTuCELL’s option. Generex stock will have an attributed value of the lower or $2.50 per share or the market price at time of milestone attainment, but no lower than $1.25

If Generex fails to make a milestone payment within 60 days of ALTuCELL achieving a milestone, Generex will be required to return ALTuCELL Stock commensurate with the failed milestone payment.

Closing of the transaction, anticipated to occur before the end of December, 2019, is subject to customary conditions, including each party’s satisfaction with its due diligence and board of directors’ approval.

Following closing, for so long as Generex owns not less than fifty-one percent (51%) of the issued and outstanding equity securities of ALTuCELL, the size of ALTuCELL’s Board of Directors shall be set at five (5) composed of (i) the CEO of ALTuCELL, (ii) one officer of ALTuCELL, (iii) the CEO of Generex, (iv) one appointee of the Generex, and (v) one independent director, mutually agreed upon by Generex and ALTuCELL.

ALTuCELL is required to deliver certain audited financial statements at Closing. In the event that the financial statements are not delivered Generex is entitled, in its sole discretion, to rescind the transaction.