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 clinical experience to develop 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 such as cancer cells, to potentially achieve greater efficacy with lower toxicity than with cytotoxic chemotherapy
or external beam radiation. Targeted radiotherapies also enable broader application 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.
CD45 and CD33 are both expressed
in multiple hematologic cancers, which are known to be highly sensitive to radiation. Our clinical programs against these targets 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 most advanced clinical development program is Iomab-B, a CD45 targeting
radiotherapy being developed to enable patients with blood cancers and other conditions to receive cellular and gene therapies. Iomab-B
is being studied in the pivotal Phase SIERRA trial to enable a bone marrow transplant (“BMT”) in patients with active, relapsed
or refractory acute myeloid leukemia (“r/r AML”) age 55 and above, a patient population not considerable eligible for BMT,
which is the only potentially curative treatment option, with current approaches.
On October 31, 2022, we announced
that Iomab-B met the primary endpoint of the SIERRA trial with a high degree of statistical significance (p<0.0001). Additional data
from the SIERRA trial will be reported by year end 2022 including survival data. The
trial was conducted in patients 55 years of age or older with r/r AML who typically cannot access a potentially lifesaving BMT as
they are deemed unfit and thus unable to tolerate standard chemotherapy-based conditioning. Trial results showed that with Iomab-B conditioning,
these patients have increased access to a BMT with a clinically meaningful duration of complete remission, along with a favorable safety
profile, potentially establishing a new treatment option for the majority of the 10,000 r/r AML patients in the U.S. who are deemed
unfit for BMT with current approaches.
Our second most advanced clinical
program is Actimab-A, a CD33 targeting radiotherapy that we are developing as a therapeutic to be used in combination with our treatment
modalities to leverage the potential synergistic mechanism of targeted radiation. Actimab-A is being studied in a Phase 1/2 combination
trial with the salvage regimen CLAG-M in patients with r/r AML fit for intensive therapy and in a Phase 1/2 combination trial with Venetoclax,
a targeted therapy, in patients with r/r AML who are both fit and unfit for intensive therapy.
On November 3, 2022, we announced that Phase 1 results from the Actimab-A
CLAG-M trial were accepted for oral presentation at the American Society of Hematology (“ASH”) Annual Meeting & Symposium
on December 10, 2022. The study enrolled patients with r/r AML with a median age of 63, 2 lines of prior therapies (range: 1- 5), and
67% had adverse cytogenetics with 52% having a TP53 mutation. Prior treatment included BMT in 57% and prior Venetoclax therapy in 57%
of patients. This patient population has dismal survival outcomes and outside of this novel combination clinical trial, would not be treated
with CLAG-M. There was a 67% overall response rate (“ORR”) across all dose cohorts and an 83% ORR at the recommended Phase
2 dose (“RP2D”). Overall, 72% of patients achieving a Complete Remission (“CR”) or Complete Remission with incomplete
count recovery (“CRi”) were minimal residual disease (“MRD”) negative and 83% of patients receiving the RP2D were
MRD negative. Median overall survival was 12-months with a 53% 1-year overall survival rate and 32% 2-year overall survival rate. To provide
context for this analysis, the median OS in patients who relapse post Venetoclax is less than 3 months and the median OS in patients who
relapse with a TP53 mutation is less than 2 months. More detailed information will be presented in an oral presentation at ASH in December.
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Data from our Actimab-A Venetoclax combination trial has been accepted
for poster presentation at ASH. This trial is exploring the potential mechanistic synergy we elucidated in preclinical models, that depleting
Mcl-1 via targeted radiation from Actimab-A can re-sensitize or reduce resistance to Venetoclax. We have observed responses including
a CR in early-dose cohorts. This trial is ongoing with dose escalation and scheduling optimization ongoing. We expect to present proof
of concept from the Phase 1 portion of this study in 2023.
We are studying Iomab-ACT, a low dose version of Iomab-B, for conditioning
prior to CAR-T cellular therapy in collaboration with Memorial Sloan Kettering Cancer Center, which is funded by a National Institutes
of Health (“NIH”) grant. We have completed treatment of an initial cohort of 3 patients and will expand to a second cohort.
We expect to present proof of concept data from this study in 2023.
Our clinical pipeline has
emanated from our Antibody Warhead Enabling (“AWE”) technology platform, which is protected by over 195 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. 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.
Our Pipeline
We are advancing a pipeline
of clinical-stage development programs that we believe can improve patient access to potentially curative treatments and improve patient
outcomes. To the best of our knowledge, we are developing the most advanced multi-indication, clinical-stage radiotherapy pipeline for
targeted conditioning. In addition, we believe we have the most experience with Actinium-225 based alpha therapies with approximately
150 patients treated across six Phase 1 and Phase 2 clinical trials.
Our product development strategy
is actively informed by clinical data with our drug candidates Iomab-B, Actimab-A and Iomab-ACT in approximately 600 patients and 19 clinical
trials, including the Pivotal Phase 3 SIERRA trial for Iomab-B, 12 prior clinical trials with Iomab-B at the Fred Hutchinson Cancer Research
Center, 6 trials with Actimab-A and the MSKCC/NIH trial with Iomab-ACT. We are applying our clinical experience to address unmet patient
needs with our programs:
Targeted Conditioning Programs
for Cell and Gene Therapy : Iomab-B and Iomab-ACT 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 intend to develop our targeted conditioning programs for BMT, ACT and gene therapy applications for malignant and non-malignant
diseases and believe that multiple radioisotopes may be utilized including alpha and beta emitters.
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Actinium-225 Based Therapeutic
Backbone Therapy Program in AML : Our Actimab-A program demonstrates our leadership
in the clinical development of Ac-225 therapeutics, as we focus this industry leading alpha-isotope based radiotherapy program as a backbone
therapy for novel combinations in r/r AML. Actimab-A is the first radiotherapeutic for r/r AML and has the unique value proposition
of broad applicability, a differentiated mechanism of action, and targeted precision that is well-tolerated with minimal toxicity. Specifically,
Actimab-A targets CD33, which is expressed in virtually all AML patients regardless of cytogenetics or mutations and enables potent alpha
radiation to be directed against radiosensitive AML cells that have no known resistance or repair mechanism when hit with the Ac-225 isotope
payload that causes double stranded breaks in DNA. We believe that Actimab-A in combination with chemotherapy, targeted agents or immunotherapy,
in r/r AML as a backbone therapy, represents a significant opportunity to improve patient outcomes in AML and are developing our product
candidates according to this strategy.
Platform Collaborations and Preclinical Programs :
We are leveraging our clinical experience, robust intellectual property and radiotherapy know-how through research collaborations and
our own preclinical development programs. Through our research collaborations, such as with Astellas, we are advancing into solid tumors
indications. Here we can utilize the ability of radioisotopes to be used for diagnostic purposes as well as therapeutics, which is referred
to as theranostics. We are also exploring novel targeted radiotherapies in solid tumors and blood cancers such as HER3 expressing solid
tumors in collaboration with AVEO and combinations with immunotherapies such as CD47 immune checkpoint inhibitors with EpicentRx.
Acute Myeloid Leukemia and Relapsed or Refractory
Disease
AML is a blood cancer that
arises when hematopoietic progenitor cells fail to differentiate into functioning mature cells and begin to proliferate rapidly, crowding
functional mature cells out of the bone marrow. AML is the most common acute leukemia with approximately 21,000 patients expected to be
diagnosed in the U.S. this year. It is also one of the most lethal blood cancers with the lowest 5-year survival. The median age of diagnosis
is 68 years of age and more than 50% of patients are over the age of 50. Treatment for AML is determined by a patient’s fitness
or ability to tolerate treatment intensity. Initial treatment is classified as intensive therapy with curative intent or lower intensity
conditioning with non-curative intent. Chemotherapy regimens such as cytarabine and daunorubicin known as “7+3” are examples
of intensive regimens, while azacytidine or other hypomethylating agents (“HMAs”) are examples of lower intensity treatment.
Multiple targeted agents have been approved since 2017, including Venetoclax, FLT3 inhibitors, IDH inhibitors, hedgehog pathway inhibitors
and mylotarg. An estimated 60% of patients are fit and able to tolerate intensive therapy while 40% are unfit and can only receive less
intensive therapy that does not have curative intent. Approximately 50% of patients ultimately relapse or develop refractory disease including
primary induction failure, where a patient never achieves a remission. The only curative treatment option for relapsed or refractory AML
is a BMT.
Development Strategy for Relapsed and
Refractory AML
We are developing Iomab-B
and Actimab-A to holistically address the unmet needs of both fit and unfit patients with AML, initially targeting the estimated 10,000
patients with relapsed or refractory disease. These patients are largely treated in approximately 100 centers and a majority of the BMTs
are done in the top 50 centers. There is virtually total overlap between the top 50 BMT centers and top 100 AML treatment centers. By
developing two targeted radiotherapies for this indication, we believe we can address a significant number of patients at various stages
of their disease and treatment journey. We also believe we can produce operating leverage through synergies in supply chain and commercialization
across both drug candidates. In addition, we believe both Iomab-B and Actimab-A have potential to be used in other blood cancer indications.
Iomab-B enables patients with
r/rr AML with active disease, who cannot tolerate intensive therapy and who otherwise would not be considered for BMT, to receive a potentially
curative BMT. The SIERRA trial demonstrated the ability of Iomab-B conditioning to enable 100% of patients to proceed to BMT and achieve
rapid engraftment resulting in significantly higher rates of patients with Complete Remissions and durable Complete Remissions. The tolerable
safety profile of Iomab-B and efficacy as shown in SIERRA trial could transform the treatment paradigm for r/r AML.
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For r/r AML patients requiring
salvage therapy, we believe combinations based on our Actimab-A alpha therapy have the potential to improve patient outcomes. We are combining
Actimab-A with CLAG-M for patients fit for intensive therapy in a Phase 1 trial conducted at the Medical College of Wisconsin (“MCW”).
This novel combination trial enrolled patients who otherwise would not be considered for CLAG-M and added Actimab-A to precisely target
and kill any residual AML cells following treatment with CLAG-M. The Actimab-A CLAG-M combination has a manageable safety profile and
produced high response rates, high rates of MRD negativity and 53% 1- year and 32% 2-year median overall survival in a cohort of heavily
pretreated patients with adverse cytogenetics, including 52% of patients who had a TP53 mutation. These survival outcomes represent a
significant improvement over current dismal survival rates in these very hard to treat patients and support continued development.
We are also studying Actimab
in combination with Venetoclax for patients who are both unfit and fit for intensive therapy. Venetoclax is approved in combination with
HMAs, and we believe Actimab-A has a more synergistic mechanism and that its targeted nature can produce better patient outcomes than
Venetoclax HMA combinations. We are currently conducting a multi-center Phase 1/2 trial of this novel combination and are optimizing the
dosing regimen for the anticipated Phase 2 portion of the trial.
Iomab-B
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”). Iomab-B is a first-in-class targeted radiotherapy intended to improve patient access
to potentially curative BMT by simultaneously and rapidly depleting blood cancer, immune and bone marrow stem cells that uniquely express
CD45. CD45 is an antigen expressed on leukemia, lymphoma and myeloma cancer 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 targeted radiotherapy 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.
Developed at the Fred Hutchinson Cancer Research Center, a pioneer in the field of BMT, Iomab-B is supported by data in six disease indications
including leukemias, lymphomas and multiple myeloma, which afflict over 100,000 patients annually. Studied in over 400 patients, prior
studies with Iomab-B have demonstrated nearly universal access to BMT, increased survival and tolerability in multiple clinical trials
including the recently completed pivotal Phase 3 SIERRA trial in patients with active leukemic blasts >5%, relapsed or refractory
acute myeloid leukemia age 55 and above.
Pivotal Phase 3 SIERRA Trial
The pivotal Phase 3 SIERRA
(Study of Iomab-B in Elderly relapsed or refractory AML) is a 153-patient, randomized, multi-center clinical trial, studying Iomab-B compared
to the control arm of physician's choice of salvage therapy. Patients with active, r/r AML are not considered eligible for BMT with current
approaches 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 endpoints
are Overall Survival (“OS”) and Event Free Survival (“EFS”).
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On October 31, 2022, we announced
positive topline results from the SIERRA trial that Iomab-B met the study’s dCR primary endpoint with a high degree of statistical
significance (p<0.0001). Additional data from the SIERRA trial is expected to be presented by year-end 2022. Data from full patient
enrollment in the SIERRA trial (153 patients), was previously 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 and at ASH highlighting 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. These data support the value proposition
of Iomab-B enabling patients access to BMT who would not otherwise be eligible and potentially better outcomes. Actinium intends to submit
a Biologics License Application (BLA) in 2023, seeking approval for Iomab-B to address patients age 55+ with r/r AML who cannot access
BMT with currently available therapies. Iomab-B has been granted Orphan Drug Designation from the U.S. Food and Drug Administration (FDA)
and has patent protection into 2037.
If approved, we expect our
initial commercial launch will target the leading 50-100 BMT and medical centers that perform the vast majority of BMTs 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 were 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 regulatory and commercial milestone payments and 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.
Iomab-ACT
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. 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. The study will evaluate the feasibility of using a targeted radiotherapy
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 2023.
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.
Actinium-225 Based Therapeutic Backbone Therapy
Program in AML
Our CD33 Alpha 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 over 150 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.
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 + CLAG-M
Actimab-A combined with CLAG-M
has been studied in a Phase 1 combination trial that was conducted in collaboration with the Medical College of Wisconsin
in patients age 18 and above with r/r AML. CLAG-M (cladribine, cytarabine, filgrastim and mitoxantrone) is a salvage chemotherapy regimen
routinely used to treat patients with r/r AML. Data from the Phase 1 combination trial of Actimab-A + CLAG-M has been accepted for an
oral presentation at ASH in December 2022. Patients enrolled on this study were a median of 63 years of age and were heavily pretreated
with a median of 2 lines of prior treatment (range: 1-5) with 55% of patients receiving prior Venetoclax therapy and 55% receiving a prior
BMT. Patients had high-risk cytogenetics with 67% having adverse features including 52% having a TP53 mutation. In addition, 52% of patients
had secondary AML. Patients with r/r AML with a TP53 mutation have an expected median OS of 2 months and r/r AML patients who relapse
after Venetoclax therapy have an expected survival of 2.4 months. Patients with these characteristics would not typically be considered
for CLAG-M therapy outside of this clinical trial of the novel Actimab-A combination.
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In the 21 patients evaluable
for a response who received Actimab-A CLAG-M, median 1-year overall survival is 53% and 2-year overall survival is 32%. These survival
results are in conjunction with a 72% rate of minimal residual disease (“MRD) negativity. In patients receiving the recommended
Phase 2 dose, an 83% overall response rate (“ORR”) and 75% MRD negativity rate was achieved. Based on these positive results,
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 and survival, which supports our Actimab-A
backbone therapy strategy for patients with AML.
Actimab-A + Venetoclax
We are also conducting a Phase
1/2 trial combining Actimab-A with the Bcl-2 inhibitor Venetoclax in both 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. The Actimab-A Venetoclax combination has been well tolerated with responses,
including a CR and a partial response in early dose escalation cohorts. We are continuing dose escalation and evaluating the appropriate
dose sequence to determine our strategy for the Phase 2 portion of this study. Additional data from this novel combination is expected
by year-end 2022 and proof of concept in early 2023.
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 195 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.
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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 are continuing
to explore the feasibility of this approach as part of the partnership.
We are collaborating with
EpicentRx to 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.
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. 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.
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, including subvariants BA.4 and
BA.5, which appear to be the most transmissible variants to date, have 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 and boosters 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. Although we are adhering to health
and safety protocols, an outbreak of COVID-19 at our facilities could nonetheless cause shutdowns of facilities and a reduction in our
workforce, which could cause a disruption or delay in such operations. Certain 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 further divert the attention and efforts of the medical community to coping with COVID-19, and may
disrupt the marketplace in which we operate and may have a material adverse effect on our operations.
22
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 direct financial impact on our company. We continue to monitor the impacts of COVID-19 on the global economy and on our business
operations. However, the ultimate impact of 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 possible imposition of 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.
Results of Operations –
Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021
The following table sets forth,
for the periods indicated, data derived from our statements of operations:
For the
Three Months Ended
September 30,
(amounts in thousands)
2022
2021
Revenue:
Revenue
$ -
$ -
Other revenue
45
233
Total revenue
45
233
Operating expenses:
Research and development, net of reimbursements
6,771
4,708
General and administrative
3,073
1,994
Total operating expenses
9,844
6,702
Other income:
Interest income – net
325
46
Total other income
325
46
Net loss
$ (9,474 )
$ (6,423 )
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Revenue
We recorded no commercial
revenue for the three months ended September 30, 2022 and September 30, 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 September 30, 2022 was $45 thousand. No revenue associated
with this collaboration was recognized during the three months ended September 30, 2021.
The National Institutes of Health, or NIH, 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 for targeted conditioning to achieve lymphodepletion prior to administration of a CD19-targeted CAR T-cell therapy developed
at MSK. No revenue associated with this grant was recognized during the three months ended September 30, 2022. We recognized other revenue
during the three months ended September 30, 2021 of $0.2 million.
Research and development, net of reimbursements
Research and development expenses
of $6.8 million for the three months ended September 30, 2022 increased $2.1 million from $4.7 million for the three months ended September
30, 2021. The increase was primarily due to increased CMC activity, higher expenses related to our research activities at our laboratory
space, as well as higher expenses due to an increase in the number of employees.
General and administrative
General and administrative
expenses of $3.1 million for the three months ended September 30, 2022 increased $1.1 million from $2.0 million for the three months ended
September 30, 2021. The increase was primarily attributable to increased non-cash equity compensation of $0.5 million, and increased compensation
due to an increase in the number of employees.
Other income
Other income is comprised
of net interest income in both reporting periods. The amount for the three months ended September 30, 2022 of $325 thousand increased
from $46 thousand for the three months ended September 30, 2021 due to a higher average balance and higher interest rates.
Net loss
Net loss of $9.5 million for
the three months ended September 30, 2022 increased by $3.1 million from $6.4 million for the three months ended September 30, 2021, primarily
due to the increases in research and development expenses and general and administrative expenses.
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Results of Operations – Nine Months Ended September 30, 2022
Compared to Nine Months Ended September 30, 2021
The following table sets forth,
for the periods indicated, data derived from our statements of operations:
For the
Nine Months Ended
September 30,
(amounts in thousands)
2022
2021
Revenue:
Revenue
$ -
$ -
Other revenue
1,030
1,121
Total revenue
1,030
1,121
Operating expenses:
Research and development, net of reimbursements
15,802
12,615
General and administrative
8,041
5,422
Total operating expenses
23,843
18,037
Other income:
Interest income – net
443
152
Total other income
443
152
Net loss
$ (22,370 )
$ (16,764 )
Revenue
We recorded no commercial
revenue for the nine months ended September 30, 2022 and September 30, 2021.
Other revenue
We determined that certain
collaborations with a third-party are within the scope of ASC 606. Other revenue related to these collaborations recognized during the
nine months ended September 30, 2022 and September 30, 2021 was $0.9 million in each reporting period.
We recognized other revenue
related to our NIH Small Business Technology Transfer grant during the nine months ended September 30, 2022 and September 30, 2021 of
$0.1 million and $0.2 million, respectively.
Our contract liabilities are recorded within Other revenue deferred
– current liability or Long-term license revenue deferred in our condensed consolidated balance sheets depending on the short-term
or long-term nature of the payments to be recognized. Our contract liabilities primarily consist of advanced payments from licensees.
Other revenue deferred – current liability was $0.1 million at September 30, 2022 and $0.9 million at December 31, 2021. Long-term
license revenue deferred was $35.0 million at September 30, 2022; there was no long-term license revenue deferred at December 31, 2021.
This deferred revenue will be recognized upon European Union regulatory approval of Iomab B.
Research and development, net of reimbursements
Research and development expenses
of $15.8 million for the nine months ended September 30, 2022 increased $3.2 million from $12.6 million for the nine months ended September
30, 2021. The increase was due to increased CMC activity, higher expenses related to our research activities at our laboratory space and
government grant program and increased compensation of $0.5 million resulting from an increased number of employees.
General and administrative
General and administrative
expenses of $8.0 million for the nine months ended September 30, 2022 increased $2.6 million from $5.4 million for the nine months ended
September 30, 2021. The increase was primarily attributable to increased compensation of $1.1 million, increased non-cash equity compensation
of $0.5 million, higher professional fees and consulting fees including recruitment costs, and higher legal fees.
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Other income
Other income is comprised
of net interest income in both reporting periods. The amount for the nine months ended September 30, 2022 of $443 thousand increased from
$152 thousand for the nine months ended September 30, 2021 due to a higher average balance and higher interest rates.
Net loss
Net loss of $22.4 million for the nine months ended September 30, 2022
increased by $5.6 million from $16.8 million for the nine months ended September 30, 2021, due to the increases in research and development
expenses and general and administrative expenses.
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
Nine Months Ended
September 30,
(amounts in thousands)
2022
2021
Cash provided by/used in operating activities
$ 16,422
$ (15,814 )
Cash used in investing activities
(350 )
(133 )
Cash provided by financing activities
18,216
34,420
Net change in cash, cash equivalents and restricted cash
$ 34,288
$ 18,473
Net cash provided by operating
activities for the nine months ended September 30, 2022 of $16.4 million increased by $32.2 million from a use of funds of $15.8 million
in the prior-year period. This increase was due to the receipt of the $35.0 million up-front payment from Immedica.
Net cash used in investing
activities of $0.4 million for the nine months ended September 30, 2022 and $0.1 million for the prior-year period are primarily due to
the acquisition of equipment for our laboratory.
Net cash provided by financing
activities for the nine months ended September 30, 2022 of $18.2 million and for the nine months ended September 30, 2021 of $34.4 million
was primarily from the sale of shares of our common stock.
We entered into a lease for
corporate office space effective June 1, 2022 and paid a security deposit to the landlord. The lease has a term of 5 years 2 months, with
an expiration date of July 30, 2027, and a current annual rate of $0.6 million. We are also responsible for certain other costs, such
as insurance, utilities and maintenance. In July, 2022 a certificate of deposit was provided as collateral for a letter of credit and
the security deposit was returned.
In August 2020 we entered
into a 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. On June 28, 2022, we entered into
an Amendment and Restated Capital on Demand™ Sales Agreement, or the A&R Sales Agreement, with JonesTrading and B. Riley Securities,
Inc., or B. Riley Securities. The A&R Sales Agreement modifies the original Capital on Demand™ Sales Agreement to include B.
Riley Securities as an additional sales agent thereunder.
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 nine
months ended September 30, 2022, we sold 3.0 million shares of common stock, resulting in gross proceeds of $18.9 million and net proceeds
of $18.3 million. For the nine months ended September 30, 2021, we sold 4.5 million shares of common stock, resulting in gross proceeds
of $35.6 million and net proceeds of $34.5 million.
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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.
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.
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.
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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 .
License Revenue
We entered into a product
licensing agreement whereby we allowed a third party to commercialize a certain product in specified territories using our trademarks.
The terms of this arrangement includes payment to us for a combination of one or more of the following: upfront license fees; development,
regulatory and sales-based milestone payments; and royalties on net sales of licensed products. We use judgment to determine whether milestones
or other variable consideration should be included in the transaction price.
Upfront license fees :
If the license to our intellectual property is determined to be distinct from the other performance obligations identified in the arrangement,
we will recognize revenue from upfront license fees allocated to the license when the license is transferred to the licensee and the licensee
is able to use and benefit from the license. For licenses that are bundled with other promises, we determine whether the combined performance
obligation is satisfied over time or at a point in time.
Development, regulatory
or commercial milestone payments : At the inception of each arrangement that includes payments based on the achievement of certain
development, regulatory and sales-based or commercial events, we evaluate whether the milestones are considered probable of being achieved
and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant
revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not
within our or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until regulatory
approval is received. At the end of each subsequent reporting period, we will re-evaluate the probability of achieving such development
and regulatory milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any such
adjustments are recorded on a cumulative catch-up basis and recorded as part of license revenues during the period of adjustment.
Sales-based milestone payments
and royalties : For arrangements that include sales-based royalties, including milestone payments based on the volume of sales, we
will determine whether the license is deemed to be the predominant item to which the royalties or sales-based milestones relate and if
such is the case, we will recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation
to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).
Upfront payments and fees
may require deferral of revenue recognition to a future period until we perform our obligations under these arrangements or when it is
probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with
any variable consideration is subsequently resolved. Amounts payable to us are recorded as accounts receivable when our right to consideration
is unconditional.
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.
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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, 2022 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.
Recent Developments
On August 10, 2022, our
Board of Directors adopted the Third Amendment to Actinium Pharmaceuticals, Inc. 2019 Stock Plan, which provided for the future issuance
of restricted stock units under the Company’s 2019 Stock Plan.
Subsequent Event
Since September 30, 2022, we have
sold 0.3 million shares of common stock under our A&R Sales Agreement, resulting in net proceeds of $2.7 million.
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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.