Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD-LOOKING STATEMENT NOTICE
This Form 10-Q contains certain
forward-looking statements. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact may
be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,”
“expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable
terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These
factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within
our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business
relationships.
Description of Business
Actinium Pharmaceuticals, Inc.
is a clinical-stage, biopharmaceutical company applying its proprietary platform technology and deep understanding of radiobiology to
the development of novel targeted radiotherapies for patients with unmet needs. Our targeted radiotherapies combine the cell-killing ability
of radiation via a radioisotope payload with a targeting agent, such as a monoclonal antibody, to deliver radiation in a precise manner
inside the body to specific, targeted cells, to potentially achieve greater efficacy with lower toxicity than with external beam radiation.
They also enable a broader usage of radiation than external beam radiation as they can be used in the treatment of both solid tumors and
blood cancers, which generally cannot be treated with external radiation given their diffuse nature. Our clinical pipeline is focused
on targeting the antigens CD45 and CD33, both of which are expressed in multiple hematologic cancers, which are known to be highly sensitive
to radiation. Our clinical programs are focused on two primary areas: (1) targeted conditioning prior to a bone marrow transplant (“BMT”),
adoptive cell therapy (“ACT”) such as CAR-T or gene therapy with Iomab-B and (2) targeted radiotherapy combinations with Actimab-A
and other therapeutic agents. Our product development strategy is actively informed by clinical data with Iomab-B and Actimab-A in approximately
600 patients, including our ongoing Pivotal Phase 3 SIERRA trial, which completed its targeted enrollment of 150 patients in the third
quarter of 2021, with the last patient receiving their BMT in the fourth quarter of 2021. Our clinical pipeline has emanated from our
Antibody Warhead Enabling (“AWE”) technology platform, which is protected by over190 issued and pending patents, trade secrets
and know-how that we are applying to the development of targeted radiotherapies for blood and solid tumor indications, independently and
with collaborators. Ongoing collaborations include a research partnership with Astellas Pharma, Inc. (“Astellas”) focused
on the development of theranostics, which enable the diagnosis and treatment, for solid tumor indications, a collaboration with EpicentRx,
Inc, focused on a novel CD47 immunotherapy targeted radiotherapy combination, leveraging EpicentRx’s RRx-001, that is being studied
in a Phase 3 trial in non-small cell lung cancer, with our clinical stage Actimab-A in AML models, and a collaboration with AVEO Oncology,
focused on developing a HER3 targeting ARC or Antibody Radiation Conjugate for solid tumors leveraging with their clinical stage antibody.
We are also utilizing our AWE technology platform to advance our research objectives focused on developing next-generation targeted radiotherapies
with our expanded research and development organization and research laboratories leveraging our drug development experience.
Targeted Conditioning
To the best of our knowledge,
we are advancing the only multi-target, multi-indication, clinical-stage pipeline for targeted conditioning. Our targeted conditioning
agents are intended to potentially enable improved access and outcomes to cell-based therapies with curative potential, including BMT,
ACT, and gene therapy. Conditioning in the context of BMT, ACT or gene therapy is the act of depleting certain blood and immune-forming
cells, including bone marrow stem cells and, in some cases, cancer cells prior to transplanting new cells into a patient. Currently, conditioning
is accomplished using a combination of cytotoxic chemotherapeutic agents and external radiation. These non-targeted conditioning regimens
are highly toxic and may prevent a patient from receiving a potentially curative therapy and hinder outcomes. We believe our targeted
conditioning agents have the potential to increase patient access and outcomes by way of their ability to selectively deplete targeted
cells while sparing normal healthy cells, resulting in potentially lower systemic and off-target toxicities. We use our ARCs both at high
isotope dose levels to achieve myeloablation, which fully depletes bone marrow stem cells and at lower isotope dose levels to achieve
lymphodepletion, which spares bone marrow stem cells from depletion. In addition, dosing may be titrated downward from myeloablative doses
to achieve partial myeloablation, which may be appropriate for certain gene therapy programs.
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CD45 Targeted Conditioning Program
Iomab-B (I-131 apamistamab),
our lead candidate and targeted conditioning agent is comprised of the anti-CD45 monoclonal antibody known as apamistamab (formerly BC8)
and the radioisotope Iodine-131 (“I-131”). CD45 is an antigen expressed on leukemia, lymphoma and myeloma cancer cells, as
well as nucleated immune cells including bone marrow stem cells, but is not expressed outside of the hematopoietic, or blood forming,
system. This unique expression on blood cancer and immune cells enables simultaneous depletion of both cell types, making CD45 an optimal
antigen for targeted conditioning applications. CD45 is a cell surface antigen with an average expression of 200,000 copies per cell,
however, it only internalizes at a rate of 10-15%. We believe our ARC approach is the most effective method to target CD45 positive cells,
as the radioisotope payload linear energy transfer can readily ablate a targeted cell without requiring payload internalization like an
antibody drug conjugate or without relying on biological effector function processes like a naked antibody. Furthermore, since CD45 expression
level varies from low to high antigen density as the immune cells become more terminally differentiated, we can selectively condition
depending on the therapeutic application, from full myeloablation to transient lymphodepletion, by adjusting the dose or intensity of
the I-131 isotope payload. Full myeloablation can be achieved with high doses of I-131, as its energy pathlength and crossfire effect
can penetrate into bone marrow niches to target and deplete blood and immune system forming bone marrow stem cells. Myeloablation is applicable
to autologous or allogeneic BMT and to autologous gene-edited or modified therapies that can reconstitute a patient’s blood and
immune systems. Alternatively, low doses of I-131 can be transiently lymphodepleting and spare a patient’s bone marrow stem cells,
which we believe is ideal for ACT applications such as CAR-T. We intend to develop our CD45 targeted conditioning program for BMT, ACT
and gene therapy applications for malignant and non-malignant diseases and believe that multiple radioisotopes beyond I-131 may be utilized
including alpha and beta emitters.
Iomab-B uses high doses of
I-131 to achieve myeloablative conditioning prior to a BMT. Iomab-B is currently being studied in the pivotal Phase 3 Study of Iomab-B
in Elderly Relapsed or Refractory AML (“SIERRA”), clinical trial for targeted conditioning prior to an allogeneic BMT for
patients with active, relapsed or refractory (“r/r”) Acute Myeloid Leukemia, (“AML”), who are age 55 or older.
Enrollment of the planned 150 patients in the SIERRA trial was completed in the third quarter of 2021 with the last patient receiving
their BMT in the fourth quarter of 2021. Patients with active, r/r AML are not normally considered eligible for BMT and the SIERRA trial
is the only randomized Phase 3 trial to offer BMT as a treatment option for this patient population. The SIERRA trial compares outcomes
of patients randomized to receive Iomab-B and a BMT (the “study arm”) to those patients randomized to receive physician’s
choice of salvage therapy (the “control arm”). The control arm is also defined as conventional care, as no standard of care
exists for this patient population and includes over 20 agents that may be used as single agents or in combination including venetoclax,
a targeted Bcl-2 inhibitor, Midostaurin and Sorafenib, targeted FLT3 inhibitors, hypomethylating agents and cytotoxic chemotherapies.
Patients who fail to achieve a Complete Remission (“CR”) on the control arm are ineligible to proceed to a BMT, but the trial
design permits these patients to “cross over” to receive the study arm treatment if they meet the eligibility criteria. The
primary endpoint of the SIERRA trial is durable Complete Remission (“dCR”) of 180 days and the secondary endpoint is Overall
Survival (“OS”). When the crossover patients receive Iomab-B and BMT, they have not achieved remission with their salvage
therapy and are considered to be failures for the primary endpoint of the study. The SIERRA trial recruited patients at 24 sites in the
United States and Canada, which includes many of the leading BMT sites based on volume.
If approved, we expect our
initial commercial launch would target the leading 50-100 BMT and medical centers that perform the vast majority of BMT’s in the
United States. In the European Union (“EU”), we received favorable feedback from the European Medicines Agency (“EMA”)
via their scientific advice program that the trial design, primary endpoint and planned statistical analysis from the SIERRA trial are
acceptable as the basis for a Marketing Authorization Application, or MAA. Additionally, the EMA commented that it does not anticipate
the need for further standalone preclinical toxicology or safety studies. Overall, transplant procedures in the EU are approximately fifty
percent higher than in the United States with a similar market dynamic, with a majority of BMT volume being conducted in a concentrated
number of leading medical centers. In April 2022, we entered into a license and supply agreement with Immedica Pharma AB, or Immedica,
pursuant to which Immedica licensed the exclusive product rights for commercialization of Iomab-B in the European Economic Area, Middle
East and North Africa. including Algeria, Andorra, Bahrain, Cyprus, Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Libya. Monaco,
Morocco, Oman, Palestine, Qatar, San Marino, Saudi Arabia, Switzerland, Syria, Tunisia, Turkey, the United Arab Emirates, the United Kingdom,
the Vatican City and Yemen. Upon signing, we are entitled to an upfront payment of $35 million from Immedica, which we received in May 2022. Under the terms of the agreement,
we are eligible to receive aggregate regulatory and commercial milestone payments of up to approximately $417 million, subject to future
currency exchange rates. Additionally, we are entitled to receive royalties in the mid-20 percent range on net sales of the product in
certain countries that may result from the License Agreement. We will continue to be responsible for certain clinical development activities
and the manufacturing of Iomab-B and will retain commercialization rights in the U.S. and rest of the world.
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Data from full patient enrollment
in the SIERRA trial (153 patients), was presented at the Transplantation & Cellular Therapy (TCT) Tandem Meetings of ASTCT and CIBMTR,
the combined annual meetings of the American Society for Transplantation and Cellular Therapy (ASTCT) and the Center for International
Blood & Marrow Transplant Research (CIBMTR) in April 2022. The data presented includes rates of BMT access and engraftment, 100-day
non-relapse transplant-related mortality (100-day TRM) and adverse events, which has been reported from interim analyses conducted at
25%, 50%, 75% and 100% of patient enrollment pursuant to the study protocol. The data presented at ASH highlighted that 100% of patients
(66/66) on the study arm that received a therapeutic dose of Iomab-B received a BMT, with a median time to BMT of 30 days, and all patients
achieved neutrophil and platelet engraftment in a median time of 18 days despite a high median blast count of 30%. On the control arm,
only 18% of patients (14/77) achieved remission after salvage therapy, and then received a BMT with a median time to BMT of 67 days and
median blast count of 20%. Of the 82% of patients failing to achieve a complete remission (“CR”) with conventional care (63/77),
40 patients were eligible and elected to cross over to receive Iomab-B followed by transplant. These patients are considered as having
failed the primary endpoint of the study. All crossover patients who received the therapeutic dose of Iomab-B (40/40) received a BMT,
with a median time to BMT of 24 days and they achieved engraftment in a median time of 19 days despite high median blast count of 35%
at time of crossover. It was also reported that 100-day TRM of the study or Iomab-B arm was 09% (6/65) of patients that received a BMT
compared to 14% of patients (2/14) who received a BMT after salvage therapy on the control arm. The universal engraftment rate and low
100-day TRM rate of the Iomab-B arm resulted in 59 patients potentially evaluable for the primary endpoint compared to 12 patients in
the control arm, an approximate five times difference. At each of the interim analyses throughout the SIERRA trial, this approximate five
times difference has been consistent in favor of the Iomab-B arm as a result of higher rates of BMT engraftment and lower rates of 100-day
TRM. Top-line data for the primary endpoint of durable Complete Remission is expected to be presented in the fourth quarter of 2022 based
on the current status of the data collection and data query process with certain SIERRA trial sites. We believe topline data from SIERRA
will support the submission of a Biologics License Application (“BLA”) with the FDA, which we expect to file in the first
half of 2023.
Our Iomab-ACT program is
intended for targeted conditioning prior to ACT or gene therapy and uses the same I-131-apamistamab construct as Iomab-B at varying doses.
At lower doses of one-eighth to one-sixth of the myeloablative dose, it is applicable for lymphodepletion prior to CAR-T or certain gene
therapy applications where stem cell myeloablation is not necessary. At higher doses it is applicable for gene therapy applications where
stem cell myeloablation is necessary.
We believe our Iomab-ACT
program is highly differentiated when compared to Fludarabine and Cyclophosphamide (“Flu/Cy”) or other chemotherapy-based
regimens that are used as the standard of practice today for lymphodepletion prior to CAR-T. CD45 is an antigen expressed on certain
immune cell types that are relevant to the mechanism of CAR-T therapies including lymphocytes, regulatory T-cells and macrophages that
have been associated with clinical responses that may limit the safety, efficacy and durability of response of these CAR-T therapies
including cytokine release syndrome (“CRS”) and neurotoxicity. Some of these limitations may be attributable to the chemotherapy-based
conditioning agents that are being used prior to CAR-T therapies. Preclinical data supporting the rational for our Iomab-ACT program
was presented at multiple medical conferences in 2019. Unlike chemotherapy, Iomab-ACT is targeted in nature and, due to this CD45-directed
targeting, we expect we can improve CAR-T cell expansion, potentially resulting in responses that are more durable, but also resulting
in reduced CAR-T related toxicities. Importantly, we expect the Iomab-ACT program construct to enable lymphodepletion through a single-dose,
outpatient administration versus Flu/Cy or other chemotherapy-based lymphodepletion regimens that can require multiple infusion cycles
over several days. Because of this potentially superior profile, the Iomab-ACT construct could result in improved access to CAR-T therapy
and better outcomes.
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We are studying Iomab-ACT
in a clinical collaboration with Memorial Sloan Kettering Cancer Center (“MSKCC”) for targeted conditioning prior to administration
of MSKCC’s 19-28z CD19 targeting CAR-T in patients with relapsed or refractory B-cell acute lymphoblastic leukemia (“ALL”)
or diffuse large B-cell lymphoma (“DLBCL”). We received grant funding from the National Institute of Health (“NIH”)
to fund this trial with MSKCC being a co-recipient on this grant. This is a first of its kind study to use an ARC-based conditioning
regimen with CAR-T therapy. The hypothesized rationale for this study is that Iomab-ACT will exert an anti-tumor effect on the chemotherapy-refractory
B-ALL cells that are sensitive to radiation resulting in reduced disease burden and simultaneously deplete CD45 expressing immune cells
implicated in CAR-T related toxicities, resulting in an optimal homeostatic environment for the CAR-T cells. Results with MSKCC’s
19-28z CD-19 CAR-T in 53 patients with r/r B-ALL published in the New England Journal of Medicine reported complete remissions in 83%
(44/53) of patients, which compares favorably to standard chemotherapy regimens that have complete remission rates of 18% - 45% in this
patient population. Median event-free survival (“EFS”) was 6.1 months and median overall survival (“OS”) was
12.9 months at a median follow up period of 29 months (range 1 – 65 months). There was a 26% (14/53) rate of Grade 3 or greater
CRS and a 42% rate of Grade 3 or 4 neurotoxicity reported. The study will evaluate the feasibility of using an ARC-based conditioning
regimen with CAR-T therapy and will evaluate safety measures including incidence of CRS and neurotoxicity and efficacy measures including
responses and survival outcomes. We expect proof of concept data from this study in the second half of 2022.
In addition, we are working
in collaboration with the University of California Davis to utilize Iomab-ACT conditioning with a novel anti-HIV autologous gene therapy.
We continue to identify additional gene therapies for which Iomab-ACT can be used for targeted conditioning with the goal of collaborating
with multiple academic or industry developers to establish Iomab-ACT as a non-chemotherapy universal targeted conditioning solution.
CD33 Program: Combinations and Therapeutics
Our CD33 program is evaluating
the clinical utility of Actimab-A, comprised of the anti-CD33 mAb lintuzumab linked to the potent alpha-emitting radioisotope Actinium-225
(“Ac-225”). CD33 is expressed in the majority of patients with AML and myelodysplastic syndrome (“MDS”) as well
as approximately one-third of patients with multiple myeloma. Ac-225 emits four alpha particles and can kill a cell with one alpha-particle
hit, making it one of the most powerful cell-killing agents with no know resistance mechanism to the double strand DNA breaks it can
cause. We source Ac-225 from the Department of Energy’s Oak Ridge National Laboratory.
Our CD33 development program
is driven by data obtained from nearly one hundred fifty treated patients, including results from a Phase 1/2 trial that studied Actimab-A
as a single agent at multiple dose levels in 58 patients with newly diagnosed AML, which was completed in 2018, as well as trials studying
Actimab-A in combination with other agents.
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We believe that radiation
delivered internally via a targeting moiety can be synergistic when used in combination with chemotherapy, targeted agents and immunotherapy
based on mechanistic rationales supported by our own clinical data, preclinical research and scientific and clinical evidence in the
literature. We have prioritized our efforts and resources in favor of combination trials for our CD33 program development strategy rather
than single agent trials at this time as we believe Actimab-A can be a backbone therapy in AML when combined with other therapeutic modalities.
Our CD33 development program encompasses the following ongoing trials:
Actimab -A Combination Trials :
Actimab-A + CLAG-M
The combination of Actimab-A
with CLAG-M has been studied in a Phase 1 combination trial that was conducted in collaboration with the Medical College of Wisconsin
(“MCW”) in patients age 18 and above with r/r AML who are fit for intensive therapy. Patient enrollment was completed in
November 2021. CLAG-M (cladribine, cytarabine, filgrastim and mitoxantrone) is a salvage chemotherapy regimen that produced a 55% remission
rate in patients with r/r AML in a previous study conducted by MCW that compared outcomes of patients receiving either CLAG-M, MEC or
CLAG salvage therapy regimens. Data from the Phase 1 combination trial of Actimab-A + CLAG-M were presented at ASH in December 2021.
After completion of dose-escalation in the Phase 1 trial, the recommended Phase 2 dose was determined to be 0.75 µCi/kg of Actimab-A.
3 patients were enrolled in the 0.75 µCi/kg dose cohort, which had a 100% remission rate comprised of 1 complete remission (“CR”)
and 2 complete remissions with incomplete platelet recovery (“CRp”), there were no dose limiting toxicities (“DLTs”)
or 30-day mortality reported. Overall, a 67% (12/18) overall response rate (“ORR”) was reported across all dose cohorts (0.25
– 1.0 µCi/kg) and remissions were achieved in every dose cohort including the 0.25 and 0.50 µCi/kg doses of Actimab-A,
which have been shown to be subtherapeutic as a single agent. In addition, there was a 72% minimal residual disease (“MRD”)
negativity rate, which compares favorably to the 39% MRD negativity rate reported by MCW with CLAG-M alone. This study enrolled patients
who previously failed Venetoclax, a targeted Bcl-2 inhibitor, and efficacy was similar in patients Venetoclax naïve and those that
previously failed Venetoclax, with a 60% response rate in previous Venetoclax failures. We are working to develop a regulatory and development
pathway for the Actimab-A CLAG-M combination and will be evaluating potential registration enabling strategies. In addition, we believe
this Actimab-A + CLAG-M combination study has provided proof of principle that the addition of Actimab-A to other AML therapies can lead
to well-tolerated regimens with improved responses, which supports our Actimab-A backbone therapy in AML strategy.
Actimab-A + Venetoclax
We are also conducting a Phase
1/2 Actimab-A combination trial with the Bcl-2 inhibitor Venetoclax in fit and unfit patients age 18 and above with relapsed or refractory
AML. This multi-center trial is being led by UCLA Medical Center. This combination is supported by mechanistic evidence in preclinical
studies using Venetoclax -resistant AML tumor cell lines. In these models, we have demonstrated that Actimab-A can deplete Mcl-1 and Bcl-XL,
two proteins implicated in mediating resistance to Venetoclax, in addition to causing potentially lethal double-stranded DNA breaks in
these CD33 expressing cells. Furthermore, in vivo studies in animal models of Venetoclax-resistant AML demonstrated robust tumor regression
and improved survival in cohorts receiving the Actimab-A Venetoclax combination compared to Venetoclax alone. The rationale for this clinical
study is that the addition of Actimab-A will; 1) have a direct anti-tumor effect via double-stranded DNA breaks and 2) deplete Mcl-1 and
Bcl-XL making the AML cells more susceptible to Venetoclax. Updated data from the Phase 1 dose escalation portion of this study was presented
at ASH in December 2021 from three dose cohorts of 0.50, 0.75 and 1.0 µCi/kg of Actimab-A in a total of 12 patients. 50% of patients
received Venetoclax therapy prior to enrollment on the Actimab-A combination trial. And 67% of patients had poor risk cytogenetics, of
which, 3 had a TP53 mutation, which is associate with poorer response rates and survival outcomes. Of the patients with a TP53 mutation,
67% achieved a remission including a patient that achieved a CR who remained in follow-up 230 days (~7.5 months) at the time of data cutoff
for ASH. The combination of Actimab-A with Venetoclax was reported to be well-tolerated with no 30-day mortality. The data to date support
advancing to the Phase 2 portion of the trial and we expect to provide an update on the development strategy, including consideration
of patients with a TP53 mutation, after the Phase 1 dose finding portion of the trial is complete and the recommended Phase 2 dose is
determined.
In addition to these ongoing trials,
we actively seek and evaluate additional modalities and agents that can be the basis for Actimab-A therapeutic combinations such as the
CD47 immunotherapy magrolimab combinations we announced at the Society for Immunotherapy of Cancer (“SITC”) in November 2021
to leverage our clinical experience, supply chain and AWE technology platform.
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CD47 Based ARC Combinations in Solid Tumors
and Blood Cancers
CD47 is a macrophage checkpoint
that is upregulated in multiple cancers including blood cancers such as AML and MDS as well as solid tumors. CD47 acts as a “don’t
eat me” signal on cancer cells to suppress phagocytosis and evade detection and destruction by the immune system. It has become
an immunotherapy target of significant interest with multiple biopharmaceutical companies actively developing CD47 targeting agents across
a wide range of oncology and hematology indications. CD47 targeting agents have shown limited efficacy as single agent monotherapies in
AML/MDS or solid tumors, which has led to combinations such as with hypomethylating agents in AML/MDS. We hypothesized that targeted radiotherapy
via ARCs could synergize with CD47 targeting agents via the direct cytotoxic and immunogenic effect of ARCs without overlapping toxicities.
To explore this synergy and the potential to improve patient outcomes and we have initiated a program in AML with our Actimab-A ARC, consistent
with our strategy to establish Actimab-A as a backbone AML therapy, and in solid tumors with a HER2 and HER3 targeting ARCs, which emanated
from our AWE technology platform. To our knowledge, these are the first and only ARC-based targeted radiotherapy combinations with CD47
immunotherapy. Data from the novel HER2 magrolimab combination was presented at the 36 th Annual SITC Meeting in April 2022
and at the HER3 magrolimab combination was presented American Association for Cancer Research (“AACR”) Annual Meeting in April
2022 that showed a significant increase in tumor control compared to magrolimab alone in preclinical non-small cell lung cancer (“NSCLC”)
The most advanced CD47 development
programs are being studied in patients with AML and MDS. Leveraging our clinical experience with Actimab-A in these indications we have
begun studying Actimab-A with the anti-CD47 antibody immunotherapy magrolimab, which is owned by Gilead Sciences, Inc., in preclinical
models of AML. In preclinical models, it was shown that in multiple AML cell lines, the combination of Actimab-A with magrolimab led
to increased phagocytosis of AML cells compared to magrolimab alone. Our studies also demonstrated that AML cell lines exposed to Actimab-A
had an upregulation of calreticulin, which is a pro-phagocytic or “eat me” signal, which we hypothesize makes Actimab-A potentially
synergistic with magrolimab and other anti-CD47 antibodies. The Actimab-A and magrolimab combination showed a significant increase in
survival compared to Actimab-A alone in a disseminated AML animal tumor model. We intend to continue to study preclinically this combination
with the goal of advancing to human clinical trials.
In January 2022, we announced a research collaboration
with EpicentRx that will evaluate Actimab-A in combination with EpicentRx’s RRx-001in AML. EpicentRx’s RRx-001, currently
under investigation in a Phase 3 trial for Small Cell Lung Cancer and in other oncology and non-oncology indications, is a versatile
next generation small molecule immunotherapeutic that targets the CD47-SIRPα axis and the NLRP3 inflammasome to alter the
tumor microenvironment and optimize immune response. This collaboration will explore the mechanistic synergy of RRx-001’s CD47–SIRPα
downregulation with Actinium’s targeted radiotherapy calreticulin upregulation to increase the immune detection and destruction
of cancer cells. Preclinical experiments have begun exploring this combination in AML models. We intend to leverage our experience with
CD47 targeting agents such as magrolimab in this collaboration. Based on Actimab-A and RRx-001 both being clinical-stage assets, we believe
there is a potentially faster pathway to clinical trials with this novel combination, particularly if the preclinical safety and efficacy
profile are in line with what was observed with Actimab-A and magrolimab.
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Antibody Warhead Enabling Technology Platform
Our proprietary AWE technology
platform is supported by intellectual property, know-how and trade secrets that cover the generation, development, methods of use and
manufacture of targeted radiotherapies and certain of their components. Our AWE technology patent portfolio presently includes 43 patent
families comprised of over 190 issued patents and pending patent applications, of which 10 are issued and 37 are pending in the United
States, and 144 are issued or pending internationally. The effective lives of the issued patents in our portfolio, or patents that may
issue from the pending applications in our portfolio, ranges from expirations between 2024 and 2042. Our technology enables the direct
labeling, or conjugation and labeling, of a biomolecular targeting agent to a radionuclide warhead and its development and use as a therapeutic
regimen for the treatment of diseases such as cancer. Our AWE intellectual property covers various methods of use in multiple diseases,
including indication, dose and scheduling, radionuclide warhead, and therapeutic combinations. We have particular expertise in utilizing
the alpha emitting isotope Ac-225 including clinical experience in treating approximately 150 patients with our alpha-emitter-based therapies,
“gold standard” linker technology and 5 issued patents in the United States and 49 patents internationally related to the
manufacturing or Ac-225 in a cyclotron, which we believe has the potential to produce higher quantities of Ac-225 than currently utilized
methods.
Our research is focused on
applying our AWE technology platform to the development of radiation conjugates and to execute on research collaborations. Our R&D
efforts employ a multidisciplinary approach leveraging our team’s knowledge and experience in cancer cell biology, radiochemistry,
radiation sciences, immunology and oncology drug development. We intend to focus on generating targeted radiotherapies using our existing
intellectual property, evaluating assets for in-licensing to complement our existing clinical pipeline and securing collaborations and
partnerships with biopharmaceutical companies. By adding research and development capabilities to our clinical development and clinical
supply chain capabilities, we seek to enable the rapid translation of radiotherapies.
Our AWE technology platform
is being utilized in our ongoing research collaboration with Astellas to arm select targeting agents owned by Astellas with the alpha-emitting
radioisotope Ac-225 for the development of theranostics for solid tumor indications, which combine the ability of radioisotopes to be
used for both diagnostic and therapeutic purposes.
We also utilized AWE to create
a HER2-targeting radiotherapy using the antibody Trastuzumab with either Ac-225 or Lu-177 radioisotopes to study in combination with
magrolimab for solid tumors. Anti-CD47 monotherapies, such as magrolimab, have not shown meaningful responses in clinical studies in
solid tumors. We hypothesized that radiation directed at HER2 expressing cells would upregulate cell surface calreticulin, a pro-phagocytic
“eat me” signal, that when combined with an anti-CD47 blockade therapy would enhance antitumor activity. Data from this combination
was presented at the Annual Meeting of the Society for Immunotherapy for Cancer in November 2021. In vitro studies showed that immunogenicity,
determined by binding to HER2 expressing cells, remained intact after radiolabeling Trastuzumab with Ac-225 or Lu-177. In multiple cells
lines radiolabeled Trastuzumab increased cell surface calreticulin and the combination with magrolimab increased phagocytosis. The combination
of the Ac-225 or Lu-117 Trastuzumab with magrolimab slowed tumor growth in animal models of solid tumors compared to either the radiolabeled
Trastuzumab or magrolimab as single agents. We are continuing to evaluate this combination in additional tumor models, and we intend
to continue to study this combination with the goal of advancing to human clinical trials.
We are also collaborating
with AVEO Oncology (“AVEO”) to develop a targeted radiotherapy against ErbB3, also known as HER3, with the Ac-225 isotope
for solid tumor indications. HER3 is overexpressed in several solid tumor indications with high unmet needs, including colorectal, gastric,
head and neck, breast, ovarian, melanoma, prostate and bladder cancers with HER3 agents under development demonstrating activity in preclinical
and clinical studies. To our knowledge, this is the first HER3 targeting radiotherapy in development. AVEO is developing high affinity
antibodies including HER3 targeting AV-203, which has demonstrated preclinical activity across a number of solid tumor indications and
was studied in a Phase 1 open-label trial in patients with advanced solid tumors where it was found to be safe and generally well tolerated.
In April 2022, we presented data at the AACR Annual Meeting showing potent tumor cell cytotoxicity, enhanced antitumor effects and significantly
improved survival with an Ac-225 radiolabeled HER3 antibody compared to a naked HER3 antibody in a preclinical NSCLC model. We believe
these preliminary results support our collaboration with AVEO and given that AV-203 has clinical safety data, a potentially accelerated
regulatory pathway to clinical studies with an Ac-225 HER3 targeted radiotherapy.
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Recent Developments
Impact of COVID–19 Pandemic
The global health crisis
caused by the novel coronavirus COVID-19 pandemic and its resurgences has and may continue to negatively impact global economic activity,
which, despite progress in vaccination efforts, remains uncertain and cannot be predicted with confidence. In addition, the Omicron variants
of COVID-19, which appears to be the most transmissible variants to date, has spread globally. The full impact of the Omicron variants,
or any subsequent variants, cannot be predicted at this time, and could depend on numerous factors, including vaccination rates among
the population, the effectiveness of COVID-19 vaccines against the Omicron variants and the response by governmental bodies and regulators.
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the COVID-19 pandemic on our business.
Many countries around the
world have continued to impose quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. Accordingly,
our ability to continue to operate our business may also be limited. Such events may result in a period of business, supply and drug
product manufacturing disruption, and in reduced operations, any of which could materially affect our business, financial condition and
results of operations. In response to COVID-19, we implemented hybrid working for our office-based staff, while our research staff has
been actively working in our laboratory throughout the pandemic and thus far have not experienced a significant disruption or delay in
our operations as it relates to the clinical development, preclinical research or manufacturing of our drug candidates. Such government-imposed
precautionary measures may have been relaxed in certain countries or states, but there is no assurance that more strict measures will
be put in place again due to a resurgence in COVID-19 cases, including those involving new variants of the coronavirus, which may be
more contagious and deadly than prior strains. Therefore, the COVID-19 pandemic may continue to affect our operation, may further divert
the attention and efforts of the medical community to coping with COVID-19 and disrupt the marketplace in which we operate and may have
a material adverse effect on our operations.
A continuation or worsening
of the levels of market disruption and volatility seen in the recent past could have an adverse effect on our ability to access capital,
which could in the future negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of
COVID-19 could materially affect our business and the value of our common stock.
We believe our earlier stage
CD33 clinical trials will continue to recruit and enroll patients given the acute nature of relapsed or refractory AML. The continuation
of the pandemic could adversely affect our planned clinical trial operations, including our ability to conduct the trials on the expected
timelines and recruit and retain patients and principal investigators and site staff who, as healthcare providers, may have heightened
exposure to COVID-19 if their geography is impacted by the pandemic. Further, the continuation and/or resurgence of the COVID-19 pandemic
could result in delays in our clinical trials due to prioritization of hospital resources toward the pandemic, restrictions in travel,
potential unwillingness of patients to enroll in trials at this time, or the inability of patients to comply with clinical trial protocols
if quarantines or travel restrictions impede patient movement or interrupt healthcare services. In addition, we rely on independent clinical
investigators, contract research organizations and other third-party service providers to assist us in managing, monitoring and otherwise
carrying out our preclinical studies and clinical trials, and the pandemic may affect their ability to devote sufficient time and resources
to our programs or to travel to sites to perform work for us, which may result in delays or hinder our ability to collect data from our
clinical trials.
Additionally, COVID-19 may
result in delays in receiving approvals from local and foreign regulatory authorities, delays in necessary interactions with IRB’s
or Institutional Review Boards, local and foreign regulators, ethics committees and other important agencies and contractors due to limitations
in employee resources or forced furlough of government employees.
To date, COVID-19 has not
had a financial impact on our company. We continue to monitor the impacts of COVID-19 on the global economy and on our business operations.
Although we expect that vaccinations for COVID-19 will continue to improve conditions, the ultimate impact from COVID-19 on our business
operations and financial results during 2022 will depend on, among other things, the ultimate severity and scope of the pandemic, including
the new variants of the virus, the pace at which governmental and private travel restrictions and public concerns about public gatherings
will ease, the rate at which historically large increases in unemployment rates will decrease, if at all, and whether, and the speed
with which the economy recovers. We are not able to fully quantify the impact that these factors will have on our financial results during
2022 and beyond.
21
Results of Operations
– Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021
The following table sets
forth, for the periods indicated, data derived from our statements of operations:
For the
Three Months Ended
March 31,
(in thousands)
2022
2021
Revenue:
Revenue
$ -
$ -
Other revenue
940
622
Total revenue
940
622
Operating expenses:
Research and development, net of reimbursements
4,369
4,276
General and administrative
1,735
1,718
Total operating expenses
6,104
5,994
Other income:
Interest income – net
35
52
Total other income
35
52
Net loss
$ (5,129 )
$ (5,320 )
Revenue
We recorded no commercial
revenue for the three months ended March 31, 2022 and March 31, 2021.
Other revenue
We determined that certain
collaborations with a third-party are within the scope of Topic ASC 606, Revenue Recognition from Contracts with Customers, or
ASC 606. The collaboration agreement is made up of multiple modules related to various research activities. While the third party has
the option to terminate the agreement at the conclusion of any module, we identified a single performance obligation to provide research
services within each module for which we receive monetary consideration. Other revenue recognized during the three months ended March
31, 2022 and March 31, 2021 was $0.8 million and $0.6 million respectively.
The National Institutes of
Health awarded us a Small Business Technology Transfer cost reimbursable grant to support a clinical collaboration with Memorial Sloan
Kettering Cancer Center, or MSK, to study Iomab-ACT, our CD45-targeting Antibody Radio-Conjugate, for targeted conditioning to achieve
lymphodepletion prior to administration of a CD19-targeted CAR T-cell therapy developed at MSK. We recognized other revenue during the
three months ended March 31, 2022 of $0.1 million.
Research and development expense
Research and development expenses of $4.4 million for the three months
ended March 31, 2022 increased $0.1 million from $4.3 million for the three months ended March 31, 2021. Higher expenses related to our
research activities at our laboratory space and government grant program were mostly offset by lower expenses on our CD45 program resulting
from the completion of enrollment in the SIERRA trial.
22
General and administrative expense
General and administrative
expenses of $1.7 million for the three months ended March 31, 2022 were unchanged from $1.7 million for the three months ended March
31, 2021.
Other income
Other income is comprised
of net interest income in both reporting periods. The amount for the three months ended March 31, 2022 of $35 thousand decreased from
$52 thousand for the three months ended March 31, 2021 due to a lower average interest rate.
Net loss
Net loss of $5.1 million for
the three months ended March 31, 2022 decreased by $0.2 million from $5.3 million for the three months ended March 31, 2021 primarily
due to the increase in other revenue recognized during the respective periods.
Liquidity and Capital Resources
Historically, we have financed
our operations primarily through sales of shares of our stock. The following tables sets forth selected cash flow information for the
periods indicated:
For the
Three Months Ended
March
31,
(in thousands)
2022
2021
Cash used in operating activities
$ (5,781 )
$ (5,642 )
Cash used in investing activities
(7 )
(4 )
Cash used in /provided by financing activities
(22 )
14,340
Net change in cash, cash equivalents and restricted cash
$ (5,810 )
$ 8,694
Net cash used in operating
activities for the three months ended March 31, 2022 of $5.8 million increased by $0.2 million from $5.6 million in the prior-year period.
A lower net loss of $0.2 million was more than offset by $0.9 million in receipts for other revenue that were received in 2021 and recognized
in the three months ended March 31, 2022.
Net cash used in financing
activities for the three months ended March 31, 2022 was $22 thousand of payments of finance leases. During the three months ended March
31, 2021, net cash provided by financing activities was $14.3 million, primarily from the sale of shares of our common stock.
In August 2020 we entered
into the Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC, or JonesTrading, pursuant to which we
may sell, from time to time, through or to JonesTrading, up to an aggregate of $200 million of our common stock. Shares of common stock
are offered pursuant to our shelf registration statement on Form S-3 filed with the SEC on August 7, 2020. As of December 31, 2021, we
had sold 6.7 million shares of common stock, resulting in gross proceeds of $59.1 million and net proceeds of $57.0 million. For the
three months ended March 31, 2022, there were no sales of shares of common stock. For the three months ended March 31, 2021, we sold
1.7 million shares of common stock, resulting in gross proceeds of $14.8 million and net proceeds of $14.4 million.
As of the date of filing
this report, we expect that our existing resources will be more than sufficient to fund our planned operations for more than 12 months
following the date of this report.
23
Critical Accounting Policies and Use of Estimates
Our management’s discussion
and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States, (“GAAP”). The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and the disclosure
of contingent assets and liabilities in our consolidated financial statements during the reporting periods. These items are monitored
and analyzed by us for changes in facts and circumstances, and material changes in these estimates could occur in the future. We base
our estimates on historical experience, known trends and events, and on various other factors that we believe are reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Changes in estimates are reflected in reported results for the period in which they become known.
Actual results may differ materially from these estimates under different assumptions or conditions.
Our significant accounting
policies are described in detail in the notes to our consolidated financial statements appearing in our Annual Report filed on Form 10-K
for the year ended December 31, 2021.
Fair Value of Financial Instruments
Fair value is defined as
the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants.
A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for
identical assets or liabilities and the lowest priority to unobservable inputs.
Revenue Recognition
We recognize revenue in accordance
with ASC 606. Under ASC 606, we recognize revenue when our customer obtains control of promised goods or services, in an amount that
reflects the consideration that we expect to receive in exchange for those goods or services. To determine revenue recognition for arrangements
within the scope of ASC 606, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance
obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction
price to the performance obligations in the contract; and (v) recognize revenue as we satisfy a performance obligation. We only apply
the five-step model to contracts when it is probable that we will collect the consideration to which we are entitled in exchange for
the goods or services we transfer to the customer.
At contract inception, once
the contract is determined to be within the scope of ASC 606, we assess whether the promised goods or services promised within each contract
are distinct and, therefore, represent a separate performance obligation. Goods and services that are determined not to be distinct
are combined with other promised goods and services until a distinct bundle is identified. In determining whether goods or services are
distinct, we evaluate certain criteria, including whether (i) the customer can benefit from the good or service either on its own
or together with other resources that are readily available to the customer (capable of being distinct) and (ii) the good or service
is separately identifiable from other goods or services in the contract (distinct in the context of the contract).
ASC 606 requires us to allocate
the arrangement consideration on a relative standalone selling price basis for each performance obligation after determining the transaction
price of the contract and identifying the performance obligations to which that amount should be allocated. The relative standalone selling
price is defined in the new revenue standard as the price at which an entity would sell a promised good or service separately to a customer.
We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation as each performance
obligation is satisfied, either at a point in time or over time, and if over time, recognition is based on the use of an output or input
method.
24
Collaborative Arrangements
We follow the accounting
guidance for collaboration agreements, which requires that certain transactions between us and collaborators be recorded in our consolidated
statements of operations and comprehensive loss on either a gross basis or net basis, depending on the characteristics of the collaborative
relationship, and requires enhanced disclosure of collaborative relationships. We evaluate our collaboration agreements for proper classification
in our consolidated statements of operations and comprehensive loss based on the nature of the underlying activity. When we conclude
that we have a customer relationship with one of our collaborators, we follow the guidance of ASC 606 .
Research and Development Costs
Research and development
costs are expensed as incurred. These costs include the costs of manufacturing drug product, the costs of clinical trials, costs of employees
and associated overhead, and depreciation and amortization costs related to facilities and equipment. Research and development reimbursements
are recorded by us as a reduction of research and development costs.
Share-Based Payments
We estimate the fair value
of each stock option award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the
cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for
the award. We account for forfeitures of stock options as they occur.
Accounting Standards Recently Adopted
In May 2021, FASB issued
ASU 2021-04, Earnings Per Share (topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation –
Stock Compensation (Topic 718) and Derivatives and Hedging – Contracts in an Entity’s Own Equity (Subtopic 815-40) –
Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options , which provides
guidance of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after
modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share (EPS) effects, if any, or (2) an expense
and, if so, the manner and pattern of recognition. The amendments in this ASU are effective January 1, 2022, including interim periods.
We adopted this standard effective January 1, 2022 and the standard did not have a material effect on our financial statements.
In November 2021, the FASB
issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance , which provides
guidance on disclosure requirements to entities other than not-for-profit entities about transaction with a government that are accounted
for by applying a grant or contribution accounting model by analogy. ASU 2021-10 requires an entity to make annual disclosures related
to (1) the nature of the transactions and the related accounting policy used to account for the government transactions, (2) quantification
and disclosure of amounts related to the government transactions included in balance sheet and income statement financial statement line
items, and (3) significant terms and conditions of the government transactions, including commitments and contingencies. The amendments
of ASU 2021-10 are effective January 1, 2022, including interim periods. We adopted this standard effective January 1, 20212 and the
standard did not have a material impact on our financial statements.
Accounting Standards Recently Issued
In October 2021, FASB issued
ASU 2021-08, Business Combinations (Topic 805), Account for Contract Assets and Contract Liabilities from Contracts with Customers ,
which provides guidance on accounting for contract assets and contract liabilities acquired in a business combination in accordance ASC
606. To achieve this, an acquirer may assess how the acquiree applied ASC 606 to determine what to record for the acquired revenue contracts.
Generally, this should result in an acquirer recognizing and measuring the acquired contract assets and contract liabilities consistent
with how they were recognized and measured in the acquiree’s financial statements. The amendments of ASU 2021-08 are effective
January 1, 2023, including interim periods. Early adoption is permitted, including adoption in an interim period. We will evaluate the
impact of ASU 2021-08 on any future business combinations that we may enter in the future.
25
Subsequent Events
On April 7, 2022, we entered into
a license and supply agreement (the “License Agreement”) with Immedica Pharma AB (“Immedica”), pursuant to which
Immedica licensed the exclusive product rights for commercialization of Iomab-B (I-131 apamistamab) in the European Economic Area, Middle
East and North Africa (EUMENA) including Algeria, Andorra, Bahrain, Cyprus, Egypt, Iran, Iraq, Israel, Jordan, Kuwait, Lebanon, Libya.
Monaco, Morocco, Oman, Palestine, Qatar, San Marino, Saudi Arabia, Switzerland, Syria, Tunisia, Turkey, the United Arab Emirates, the
United Kingdom, the Vatican City and Yemen. Upon signing, we were entitled to an upfront payment of $35 million from Immedica, which was
received in May 2022. Under the terms of the License Agreement, we are eligible to receive aggregate regulatory and commercial milestone
payments of up to approximately $417 million, subject to future currency exchange rates. Additionally, we are entitled to receive royalties
in the mid-20 percent range on net sales of the product in certain countries that may result from the License Agreement. We will continue
to be responsible for certain clinical development activities and the manufacturing of Iomab-B and will retain commercialization rights
in the U.S. and rest of the world.
Since March 31, 2022, we
have sold 1.6 million shares of common stock under our Capital on Demand™ Sales Agreement with JonesTrading, resulting in net proceeds
of $11.1 million.
The cumulative effect of these
subsequent events has been to increase our cash position by $46.1 million, resulting in an unaudited cash position as of May 13, 2022,
of approximately $115 million.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.