+Added: We are a diversified clinical-stage company developing therapeutics in areas of high unmet need.
+Added: As a result of the acquisition of VCN Biosciences, S.L., now known as Theriva Biologics, S.L.
+Added: (“VCN”), described in more detail below, we began transitioning our strategic focus to oncology through the development of VCN’s oncolytic adenovirus platform designed for intravenous and intravitreal delivery to trigger tumor cell death, improve access of co-administered cancer therapies to the tumor, and promote a robust and sustained anti-tumor response by the patient’s immune system.
+Added: Prior to the Acquisition, our focus was on developing therapeutics designed to treat gastrointestinal (GI) diseases which included.
+Added: our clinical development candidates:
+Added: (1) SYN-004 (ribaxamase) which is designed to degrade certain commonly used intravenous (IV) beta-lactam antibiotics within the GI tract to prevent microbiome damage, thereby preventing overgrowth and infection by pathogenic organisms such as Clostridioides difficile (CDI) and vancomycin resistant Enterococci (VRE), and reducing the incidence and severity of acute graft-versus-host-disease (aGVHD) in allogeneic hematopoietic cell transplant (HCT) recipients, and (2) SYN-020, a recombinant oral formulation of the enzyme intestinal alkaline phosphatase (IAP) produced under cGMP conditions and intended to treat both local GI and systemic diseases.
+Added: As part of our strategic transformation into an oncology focused company, we are exploring value creation options around our SYN-020 and SYN-004 assets.
+Added: SYN-004 and SYN-020 both have significant potential opportunity in non-oncology related indications.
+Added: Advancement of these products may be better achieved by out-licensing or partnering and we will explore opportunities for both SYN-004 and SYN-020 moving forward.
Acquisition of VCN Biosciences, S.L.
−Removed: On December 14, 2021, we entered into a Share Purchase Agreement (“Purchase Agreement”) with VCN Biosciences, S.L., a corporation organized under the laws of Spain (“VCN”) and the shareholders of VCN (the “Sellers”), which provided for our acquisition (the “Acquisition”) of all the outstanding shares of VCN (the “VCN Shares”) from the shareholders of VCN.
−Removed: VCN is a private, clinical-stage biopharmaceutical company developing new oncolytic adenoviruses for the treatment of cancer.
−Removed: VCN’s lead product candidate, VCN-01, is being studied in clinical trials for pancreatic cancer and retinoblastoma.
−Removed: The Acquisition was consummated on March 10 2022 and VCN became our wholly owned subsidiary.
−Removed: Pursuant to the Purchase Agreement, as consideration for the purchase of the VCN Shares of capital stock, we paid $4,700,000 (the “Closing Cash Consideration”) to Grifols Innovation and New Technologies Limited (“Grifols”), the owner of approximately 86% of the equity of VCN, and issued to the remaining Sellers 26,395,303 shares of our common stock, $.001 par value (the “Closing Shares”), representing 19.99% of the outstanding shares of our common stock on December 14, 2021, the date of the Purchase Agreement.
−Removed: additional consideration for the purchase of the VCN Shares held by Grifols, we also agreed to make the following milestone payments to Grifols:
+Added: (now known as Theriva Biologics, S.L.)
+Added: On March 10, 2022, we completed our acquisition (the “VCN Acquisition”) of all the outstanding shares of VCN (the “VCN Shares”) from the shareholders of VCN pursuant to the terms of the Share Purchase Agreement (“Purchase Agreement”) that we entered into with VCN and the shareholders of VCN Biosciences, S.L.
+Added: (the “Sellers”) on December 14, 2021.
+Added: Upon consummation of the Acquisition, VCN became our wholly owned subsidiary.
+Added: As consideration for the purchase of the VCN Shares of capital stock, we paid $4,700,000 (the “Closing Cash Consideration”) to Grifols Innovation and New Technologies Limited (“Grifols”), the owner of approximately 86% of the equity of VCN, and issued to the remaining Sellers 2,639,530 shares of our common stock, $0.001 par value (the “Closing Shares”), representing 19.99% of the outstanding shares of our common stock on December 14, 2021, the date of the Purchase Agreement.
+Added: As additional consideration for the purchase of the VCN Shares held by Grifols, we also agreed to make the following milestone payments to Grifols:
Milestone Payments
−Removed: US$3MM upon VCN-01 US IND Safe to Proceed pancreatic ductal adenocarcinoma (“PDAC”, or other first indication)
+Added: US$3MM upon VCN-01 US IND Safe to Proceed pancreatic ductal adenocarcinoma (“PDAC”, or other first indication), which payment was made in Q4 2022 upon attaining the milestone
US$2.75MM upon VCN-01 US IND Safe to Proceed – retinoblastoma (“RB”, or other second indication)
9 unchanged sentences
Subject to certain customary limitations, the Sellers have agreed to indemnify us and our officers and directors against certain losses related to, among other things, breaches of their representations and warranties, certain specified liabilities and the failure to perform covenants or obligations under the Purchase Agreement.
−Removed: Pursuant to the terms of the Purchase Agreement we agreed to loan VCN up to $425,000 to help finance the costs of certain of VCN’s research and development activities.
−Removed: In addition, at Closing VCN and Grifols entered into a sublease agreement for the sublease by VCN of the laboratory and office space currently occupied by it as well as a transitional services agreement.
−Removed: We agreed as a post- Closing covenant to commit to fund VCN’s research and development programs, including but not limited to VCN-01 PDAC phase 2 trial, VCN-01 RB pivotal trial and necessary G&A within a budgetary plan of approximately $27.8 million.
−Removed: Upon effecting the Acquisition, on March 10, 2022 our pipeline is now expanded to include and focus on treatments of cancers.
−Removed: Our product pipeline has been expanded to include VCN’s lead product candidate, VCN-01, which is being studied in clinical trials for pancreatic cancer and retinoblastoma.
−Removed: In February 2022, VCN-01 received Orphan Drug Designation for the treatment of retinoblastoma from the U.S.
−Removed: Food & Drug Administration (“FDA”).
+Added: Effective November 15, 2022, as part of our corporate rebranding, VCN changed its name to Theriva Biologics S.L.
+Added: without other changes to its corporate structure.
+Added: Theriva is a clinical-stage biopharmaceutical company developing new oncolytic adenoviruses for the treatment of cancer.
+Added: Theriva’s lead product candidate, VCN-01, is being studied in clinical trials for pancreatic cancer and retinoblastoma with additional investigator sponsored trials in indications including head and neck squamous cell carcinoma (HNSCC) serous epithelial ovarian cancer and brain tumors.
VCN-01 is designed to be administered systemically, intratumorally or intravitreally, either as a monotherapy or in combination with standard of care, to treat a wide variety of cancer indications.
−Removed: VCN-01 is designed to replicate selectively and aggressively within tumor cells, and to degrade the tumor stroma barrier that serves as a significant physical and immunosuppressive barrier to cancer treatment, Degrading the tumor stroma has been shown to improve access to the tumor by the virus and additional therapies such as chemo- and immuno-therapies.
+Added: VCN-01 is designed to replicate selectively and aggressively within tumor cells, and to degrade the tumor stroma barrier that serves as a significant physical and immunosuppressive barrier to cancer treatment.
+Added: Degrading the tumor stroma has been shown to improve access to the tumor by the virus and additional therapies such as chemo- and immuno-therapies.
Importantly, degrading the stroma exposes tumor antigens, turning “cold” tumors “hot” and enabling a sustained anti-tumor immune response.
−Removed: VCN has the rights to four exclusive patents for proprietary technologies, as well as technologies developed in collaboration with the Virotherapy Group of the Catalan Institute of Oncology (“ICO-IDIBELL”), with a number of additional patents pending.
−Removed: Prior to the Acquisition, our main focus was on developing therapeutics designed to treat gastrointestinal (GI) diseases in areas of high unmet need.
−Removed: Our lead clinical development candidates in addition to our VCN product candidates are:
−Removed: (1) SYN-004 (ribaxamase) which is designed to degrade certain commonly used intravenous (IV) beta-lactam antibiotics within the GI tract to prevent microbiome damage, Clostridioides difficile infection (CDI), overgrowth of pathogenic organisms, the emergence of antimicrobial resistance (AMR), and acute graft-versus-host-disease (aGVHD) in allogeneic hematopoietic cell transplant (HCT) recipients, and (2) SYN-020, a recombinant oral formulation of the enzyme intestinal alkaline phosphatase (IAP) produced under cGMP conditions and intended to treat both local GI and systemic diseases.
−Removed: We intend to continue with our clinical development partners to advance the Phase 1b/2a clinical trial of SYN-004 (ribaxamase) in allogeneic HCT patients, and complete the Phase 1 program for SYN-020 intestinal IAP to support potential development in a number of significant clinical indications related to inflammation and gut barrier dysfunction.
−Removed: We have an option-license agreement with Massachusetts General Hospital (“MGH”) for intellectual property related to these SYN-020 indications.
−Removed: During the first quarter of 2021, Washington University began enrollment and dosed our first patient in the first of three antibiotic cohorts for the Phase 1b/2a clinical trial of SYN-004 in adult HCT recipients (Q2 2021).
−Removed: At December 31 2021, 12 participants had been treated with at least one dose of the study drug and 8 were considered evaluable towards the primary endpoint.
−Removed: During the second quarter of 2021, we commenced and completed enrollment, dosing and observation in a Phase 1 single ascending dose (“SAD”) study of SYN-020 in healthy volunteers.
−Removed: Analyses of preliminary data from the Phase 1 SAD study of SYN-020 demonstrated that SYN-020 maintained a favorable safety profile and was well tolerated at all doses with no treatment related adverse events and no serious adverse events reported.
−Removed: During the third quarter of 2021, we commenced enrollment, dosing and observation in a Phase 1, multiple ascending dose (“MAD”) clinical trial of SYN-020 in healthy, adult volunteers.
−Removed: A data readout is anticipated during the second quarter of 2022.
+Added: Theriva has the exclusive rights to four patent families for proprietary technologies, as well as technologies developed in collaboration with the Virotherapy Group of the Catalan Institute of Oncology (ICO-IDIBELL) and with Hospital Sant Joan de Deu (HSJD), with a number of additional patents pending.
+Added: Recent Developments
+Added: Effective October 12, 2022, we changed our name to Theriva Biologics, Inc.
+Added: by filing a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada on October 11, 2022.
+Added: In addition, effective October 12, 2022, the Company amended and restated its Amended and Restated Bylaws (the “Bylaws”) to reflect the Name
+Added: Change (the “Amended and Restated Bylaws”).
+Added: The Amended and Restated Bylaws contain no other changes.
+Added: In connection with the Name Change, the Company’s Common Stock began trading on the NYSE American LLC under the new ticker symbol “TOVX” effective as of the opening of trading hours on October 13, 2022.
+Added: Stock Repurchase
+Added: On December 22, 2022, we repurchased an aggregate of 720,000 shares of our common stock from Manel Maria Cascallo Piqueras, Ramon Alemany and Gabriel Maria Capella Munar (the “Selling Stockholders”), three founders of our subsidiary Theriva Biologics, S.L.
+Added: (formerly known as VCN Biosciences, S.L.) in a privately negotiated transaction pursuant to the terms of a Share Repurchase Agreement (the “Share Repurchase Agreement”) entered into on December 20, 2022 with each of the Selling Stockholders.
+Added: The price per share was $0.4001, which was the closing price of the Common Stock on the day prior to the closing for an aggregate purchase price was $288,072.
+Added: The closing was subject to fulfillment of certain conditions, including delivery of certain closing documents.
+Added: The Share Repurchase Agreement contains customary representations, warranties and covenants of the parties.
+Added: The repurchase was funded from the Company’s cash on hand and the shares that were repurchased will be held as treasury stock by the Company.
+Added: The Selling Stockholders acquired the shares of the Company’s Common Stock as consideration for the sale of their shares of the subsidiary to the Company in March 2022.
+Added: Recent Clinical Developments
+Added: On November 3, 2022, we issued a press release announcing the first patient has been dosed in Cohort 2 of our Phase 1b/2a randomized, double-blinded, placebo-controlled clinical trial of SYN-004 (ribaxamase) in allogeneic hematopoietic cell transplant (HCT) recipients for the prevention of acute graft-versus-host-disease (aGVHD).
+Added: On January 9, 2023, we issued a press release announcing that the first patient has been dosed in the Phase 1 investigator sponsored clinical trial of intravenous VCN-01 in patients with high-grade brain tumors who are scheduled for surgical resection.
+Added: On January 17, 2023, we issued a press release announcing the first patient has been dosed in VIRAGE, the Phase 2b randomized, open-label, placebo-controlled, multicenter clinical trial of systemically administered VCN-01 in combination with standard-of-care (SoC) chemotherapy (gemcitabine/nab-paclitaxel) as a first line therapy for patients with newly diagnosed metastatic pancreatic ductal adenocarcinoma (PDAC) (NCT05673811).
Our Current Product Pipeline
4 unchanged sentences
CPI immune checkpoint inhibitor.
−Removed: Gem/Nab Gemcitabine + Abraxane® (nab-paclitaxel).
−Removed: HNSCC head and neck squamous cell carcinoma.
+Added: Gem/nab-P Gemcitabine + Abraxane® (nab-paclitaxel).
+Added: HNSCC head and neck
+Added: squamous cell carcinoma.
IV intravenous.
2 unchanged sentences
ODD Orphan Drug Designation.
−Removed: OV oncolytic adenovirus engineered to selectively replicate in tumors and express hyaluronidase enzyme PH20.
−Removed: Additional products with preclinical proof-of-concept include SYN-006 (carbapenemase) to prevent aGVHD and infection by carbapenem resistant enterococci and SYN-007 (ribaxamase) DR to prevent antibiotic associated diarrhea with oral β-lactam antibiotics.
−Removed: Depending on funding/partnership, SYN-004 may enter an FDA-agreed Phase 3 clinical trial for the treatment of Clostridioides difficile infection.
+Added: OV oncolytic virus.
+Added: ¹Additional products with preclinical proof-of-concept include SYN-006 (carbapenemase) to prevent aGVHD and infection by carbapenem resistant Enterobacteriaceae and SYN-007 (ribaxamase) DR to prevent antibiotic associated diarrhea with oral β-lactam antibiotics.
+Added: ²Depending on funding/partnership.
+Added: SYN-004 may enter an FDA-agreed Phase 3 clinical trial for the prevention of Clostridioides difficile infection.
+Added: ³We have an option-license agreement with Massachusetts General Hospital to develop SYN-020 in several potential indications related to inflammation and gut barrier dysfunction.
+Added: Our Current Oncology-Focused Pipeline
+Added: Oncolytic Viruses
+Added: Our oncology platform is based on oncolytic virotherapy (“OV therapy”), which exploits the ability of certain viruses to kill tumor cells and trigger an anti-tumor immune response.
+Added: This novel class of anticancer agents has unique mechanisms of action compared to other cancer drugs.
+Added: Oncolytic viruses exploit the fact that cancer cells contain mutations that cause them to lose growth control and form tumors.
+Added: Once inside a tumor cell, oncolytic viruses exploit the tumor cell machinery to generate thousands of additional copies of the virus, which then kill the tumor cell and spread to neighboring cells, causing a chain reaction of cell killing.
+Added: This infection by OVs also alerts the immune system, which can then attack the virus infected cells and the tumor cells to help destroy the tumor in some instances.
+Added: Our OV candidates products are engineered to efficiently infect and selectively replicate to a high extent in tumor cells versus normal host cells, which enables intravenous delivery.
+Added: By contrast, many other oncolytic viruses in clinical development today are administered by direct injection into the tumor.
+Added: Intravenous delivery has the potential to expand the therapeutic effect of OVs because the virus can infect both the primary tumor and tumor metastases throughout the body.
+Added: Our first product candidate, VCN-01, is a clinical stage oncolytic human adenovirus that is modified to express an enzyme, hyaluronidase, that degrades hyaluronan in the tumor stroma, which helps the virus and other molecules to penetrate and spread throughout the tumor.
+Added: VCN-01 can be used alone or in combination with other cancer therapies such as chemotherapy and immunotherapy, for difficult to treat cancers.
+Added: An expanding intellectual property portfolio supports our oncology programs, and because our products are characterized as biologics, they will be further protected by data and/or market exclusivity in major markets.
+Added: VCN-01 — An oncolytic human type-5 adenovirus engineered for intravenous administration and to express a tumor matrix degrading enzyme (PH20, hyaluronidase) that facilitates the entry of therapeutics and immune cells into tumors
+Added: VCN-01 is a genetically modified oncolytic adenovirus that has been engineered to contain four independent genetic modifications on the backbone of the wild-type human adenovirus serotype 5 (HAd5) genome.
+Added: These modifications have been shown in preclinical and clinical studies to confer tumor selective replication and antitumor activity.
+Added: VCN-01 was engineered to replicate in and kill virtually all types of cancer cells, to expose tumor neoantigens of lysed tumors, to reduce liver tropism, and to express PH20 hyaluronidase to enhance the penetration of virus, chemotherapy and immune cells into the tumor.
+Added: Malignant tumors are made up of tumor cells as well as significant supporting tissue known as tumor stroma.
+Added: The tumor stroma supports the formation and growth of tumors and contains cells and other components that are required for robust tumor growth and metastasis.
+Added: The stroma also forms an effective barrier to the entry of therapeutic agents such as chemotherapy and antibodies.
+Added: VCN-01 is designed to overcome the stroma barrier problem by expressing the well-characterized stroma degrading enzyme PH20 hyaluronidase after it infects tumor cells.
+Added: Expression of PH20 by VCN-01 degrades the hyaluronic acid within the tumor stroma and improves virus spread.
+Added: Based upon the foregoing, we believe our oncolytic virus platform, exemplified by VCN-01, represents a new and potentially powerful form of therapy that combines tumor cell killing, anti-tumor immunity and stroma destruction after intravenous delivery.
+Added: The VCN-01 product candidate is provided as a sterile liquid concentrate that is diluted for infusion or injection.
+Added: The proposed therapeutic indication for VCN-01 is the treatment of solid tumors, as its selectivity mechanism relies on cellular properties shared by virtually all human tumor cells.
+Added: Our initial indication for clinical development is unresectable metastatic pancreatic cancer, a disease for which there is currently no cure and only limited therapeutic options.
+Added: VCN-01 has been administered to 82 patients across four Phase 1 clinical trials, including patients with pancreatic cancer, head and neck squamous cell carcinoma, ovarian carcinoma, colorectal cancer, and retinoblastoma.
+Added: Pancreatic Ductal Adenocarcinoma
+Added: Cancer of the pancreas consists of two main histological types:
+Added: cancer that arises from the ductal (exocrine) cells of the pancreas or, much less often, cancers may arise from the endocrine compartment of the pancreas.
+Added: Pancreatic Ductal Adenocarcinoma (“PDAC”) accounts for more than 90% of all pancreatic tumors.
+Added: It can be located either in the head of the gland or in the body-tail.
+Added: Pancreatic cancer usually gives metastases to liver and peritoneum.
+Added: Other less common sites are the lungs, brain, kidney and bone.
+Added: In its early stages, pancreatic cancer does not typically result in any characteristic symptoms.
+Added: In many instances, progressive abdominal pain is the first symptom.
+Added: Therefore, for most cases, pancreatic cancer is diagnosed in its late stages (locally advanced non-metastatic or metastatic stage of the disease) when the radical resection and possibly curative treatment is not possible.
+Added: It’s generally assumed that only 10% of cases are resectable at presentation, whereas 30-40% of patients are diagnosed at local advanced/unresectable stage and 50-60% present with distant metastases.
+Added: PDAC Clinical Unmet Need and Market Opportunity
+Added: PDAC is one of the most fatal cancers accounting for the 4 th highest cause of cancer-associated deaths in the US and the European Union.
+Added: Despite significant research efforts, minimal progress has been achieved to date.
+Added: The five-year overall survival rate is < 10% and has not substantially improved over the last 30 years.
+Added: Surgery is the only treatment that offers the prospect of long term-survival;
+Added: however, the 5-year survival for the limited number of patients in whom resection is possible remains low (20 – 30 %).
+Added: Patients with advanced disease are managed with chemotherapy.
+Added: In recent years, the combination of gemcitabine with albumin-bound paclitaxel (GA), and the combination of folic acid, 5-fluorouracil, irinotecan and oxaliplatin (FOLFIRINOX) have emerged as the standard of care.
+Added: However, the results are still very poor and new therapeutic interventions are needed.
+Added: The increase is particularly evident in younger people and several studies anticipate that pancreatic cancer is expected to become the second leading cause of cancer-related death in the United States by 2030.
+Added: The rising incidence of pancreatic cancer and its current economic burden place increased pressure to improve outcomes for patients.
+Added: In May 2011, the Committee for Orphan Medicinal Products (“COMP”) from the European Medicines Agency (“EMA”) recommended granting Orphan Medicinal Product Designation to VCN-01 for the treatment of pancreatic cancer and in June 2011, the European Commission confirmed the designation under Regulation (“EC”) No 141/2000 of the European Parliament and of the Council.
+Added: Phase 1a/Proof of Concept Trial of VCN-01 by intratumoral administration in PDAC
+Added: In September 2019, VCN presented a poster at the European Society for Molecular Oncology (“ESMO”) annual meeting describing initial mechanism of action data from a multicenter, Phase 1 dose escalation study of intratumoral (“IT”) VCN-01 administered to pancreatic cancer patients in combination with standard doses/schedules of either gemcitabine or nab-paclitaxel plus gemcitabine (NCT02045589).
+Added: The study was conducted at three hospitals in Spain and 8 patients with confirmed histologic diagnosis of unresectable PDAC amenable to endoscopic ultrasound guided (“EUS)) injection were treated with 3 injections (coincident with 1 st day of the chemotherapy cycles) at two different dose levels of VCN-01 (six patients had metastatic disease and two had locally advanced disease).
+Added: The treatment regimen was generally well-tolerated;
+Added: however, one patient died from severe intraabdominal fluid collection that was considered to be related to VCN-01 treatment.
+Added: Evaluation of virus pharmacokinetics and PH20 levels in serum were consistent with strong virus replication in the tumors.
+Added: This was supported by the presence of viral particles in tumor cells as assessed in paired tumor biopsies collected before and after treatment.
+Added: Tumor stiffness was reduced in all VCN-01-injected lesions as measured by elastography.
+Added: Disease stabilization of injected lesions was observed in 5 out of 6 patients although subsequent tumor progression was observed in most of the patients due to the appearance of new lesions or growth of distant, non-injected, metastatic lesions.
+Added: This study provided encouraging mechanism of action data for VCN-01;
+Added: however, intratumoral injection did not appear to deliver sufficiently high VCN-01 levels for effective delivery to non-injected tumors.
+Added: We believe these results supported the evaluation of the safety/tolerability and potential efficacy of VCN-01 via intravenous administration in combination with chemotherapy and/or immunotherapies for the treatment of advanced PDAC.
+Added: The results of this study were published in the Journal for Immunotherapy of Cancer.
+Added: 2021 Nov;9(11):e003254.
+Added: 10.1136/jitc-2021-003254.
+Added: Phase 1 Trial of intravenous VCN-01 with or without nab-paclitaxel plus gemcitabine in patients with solid tumors and PDAC
+Added: In March 2022, we announced the peer-reviewed publication of a Phase 1, multicenter, open-label, dose-escalation study investigating the safety, tolerability and biodistribution of intravenous VCN-01 oncolytic adenovirus with or without standard-of-care (SoC) chemotherapy (gemcitabine/nab-paclitaxel) in patients with advanced solid tumors (NCT02045602).
+Added: The data, published in the Journal for ImmunoTherapy of Cancer, suggests that intravenous treatment with VCN-01 is feasible and has an acceptable safety profile, with encouraging biological and clinical activity.
+Added: (Journal for Immunotherapy of Cancer 2022;10:e003255.
+Added: doi:10.1136/jitc-2021-003255).
+Added: Data from the recent publication had previously been presented, in part, in a poster at the ESMO 2019 annual meeting.
+Added: The published study was a multicenter, open-label, dose-escalation phase I clinical trial of a single dose of intravenous VCN-01 alone (Part I, 16 patients with advanced refractory solid tumors) or in combination with nab-paclitaxel plus gemcitabine (Part II and III;
+Added: patients with pancreatic adenocarcinoma).
+Added: In Part II, 12 patients received VCN-01 dose concurrent with chemotherapy on day 1, whereas in Part III 14 additional patients received the dose of VCN-01 seven days before chemotherapy.
+Added: The recommended Phase 2 doses (RP2D) were determined to be 1x10 13 viral particles (vp)/patient in Part I, 3.3x10 12 vp/patient in Part II and 1x10 13 vp/patient in Part III.
+Added: Based on its apparent safety profile and the absence of dose-limiting toxicities, 1x10 13 vp/patient using sequential dosing schedule was selected for further clinical development.
+Added: Pharmacokinetic data showed dose linearity, as well as relevant VCN-01 exposure.
+Added: Analysis of VCN-01 clearance in patients enrolled in Part II did not show significant differences with respect to patients receiving VCN-01 as a single agent.
+Added: VCN-01 viral genomes were detected in tumor tissue in 5 out of 6 biopsies.
+Added: A second viral peak in plasma and increased hyaluronidase serum levels suggested replication after intravenous injection in all patients.
+Added: Increased levels of immune biomarkers (IFNγ, sLAG3, IL-6, IL-10) were found after VCN-01 administration.
+Added: In patients with pancreatic adenocarcinoma, the overall response rate (ORR) was 50% for Part II and 50% for Part III, as assessed by the investigators.
+Added: Median progression free survival (PFS) for patients in Part III was 6.7 months, and median overall survival (OS) was 13.5 months.
+Added: Eight patients (66.7%) survived more than 12 months.
+Added: In addition, in April 2021, a subgroup analysis of patients at the RP2D (1.x10 13 vp/patient followed by nab-paclitaxel plus gemcitabine one week later, n=6) was conducted and showed an ORR of 83%, with a median PFS of 6.3 months and median OS of 20.8 months.
+Added: Some VCN-01 treated patients appeared to benefit from late-onset responses.
+Added: This form of delayed anti-tumor activity is not common with chemotherapy but is frequently observed with immunotherapies.
+Added: We believe an immune mechanism of action associated with the oncolytic activity of VCN-01 may be the underlying explanation.
+Added: VCN-01 appeared to convert the typically immunosuppressive tumor microenvironment of pancreatic adenocarcinomas into an enhanced inflammatory microenvironment (IDO, CD28, PD-1, CTL signature up-regulation, and collagen formation) after treatment.
+Added: Phase 2 Trial of intravenous VCN-01 with or without nab-paclitaxel plus gemcitabine in patients with solid tumors and PDAC
+Added: In January 2023, we dosed the first patients in VIRAGE, the Phase 2b randomized, open-label, placebo-controlled, multicenter clinical trial of systemically administered VCN-01 in combination with standard-of-care (SoC) chemotherapy (gemcitabine/nab-paclitaxel) as a first line therapy for patients with newly-diagnosed metastatic pancreatic ductal adenocarcinoma.
+Added: The study is expected to enroll 92 patients and be conducted at approximately 25 sites in the US and EU.
+Added: Two doses of VCN-01 are included in the treatment arm:
+Added: the 1st dose is administered on day 1, then one week later 3 cycles of gemcitabine and nab-paclitaxel as standard of care is administered.
+Added: The second VCN-01 dose is administered 7 days before the 4th cycle of chemotherapy (approximately 90 days after the first VCN-01 dose), followed by additional cycles of gemcitabine/nab-paclitaxel chemotherapy.
+Added: The first patients were dosed in the study in January 2023.
+Added: Retinoblastoma
+Added: Retinoblastoma is a tumor that originates in the retina and it is the most common type of eye cancer in children.
+Added: It occurs in approximately 1 / 14,000-1 / 18,000 live newborns and accounts for 15% of the tumors in the pediatric population < 1 year old.
+Added: The average age of pediatric patients at diagnosis is 2, and it rarely occurs in children older than 6.
+Added: In the US, retinoblastoma shows an incidence rate of 3.3 per 1,000,000 with only about 200 to 300 children diagnosed per year according to the American Cancer Society.
+Added: Bilateral retinoblastoma (Rb1 germinal mutation) represents 25-35% of the cases while unilateral retinoblastoma (sporadic mutation) accounts for 65-75%.
+Added: While retinoblastoma is a highly curable disease in the US, with a current disease-free survival rate of >95%, the clinical challenge for those who treat retinoblastoma is to preserve life and to prevent the loss of an eye, blindness and other serious effects of treatment that reduce the patient’s life span or the quality of life.
+Added: In addition, children with retinoblastoma have been more likely to lose their eye and die of metastatic disease in low-resource countries.
+Added: Current treatments are not without significant morbidity, which may include visual impairment and severe cosmetic deformity secondary to enucleation and/or irradiation of the orbital region.
+Added: The use of intravenous chemotherapy and more recently intra-arterial and intravitreal chemotherapy have resulted in a significantly greater number of eyes preserved with fewer long-term effects compared to past treatments such as external radiation therapy.
+Added: However, allowing patients with advanced intraocular disease to be treated conservatively, led to the appearance of a subgroup of patients with advanced intraocular disease who relapsed after an initial response.
+Added: Most of these cases include those patients who present gross vitreous or subretinal seeding.
+Added: Once the aforementioned treatments are exhausted, these patients rarely manage to preserve the eyes and vision and must be enucleated.
+Added: The ocular preservation rate of these eyes with advanced disease is still less than 50%.
+Added: In February 2022, the FDA granted orphan drug designation to VCN-01 for the treatment of retinoblastoma.
+Added: Phase 1 Trial of intravitreal VCN-01 in patients with retinoblastoma
+Added: During the third quarter of 2017, VCN entered into a Clinical Trial Agreement with Hospital Sant Joan de Déu (Barcelona, Spain) to conduct an investigator sponsored Phase 1 clinical study evaluating the safety and tolerability of two intravitreal injections of VCN-01 in patients with intraocular retinoblastoma refractory to systemic, intra-arterial or intravitreal chemotherapy, or radiotherapy, in whom enucleation was the only recommended treatment (NCT03284268).
+Added: Patients received two doses of VCN-01 injected 14 days apart using a dose escalation regimen.
+Added: At this time, the dose-escalation phase of the study has already been completed in 6 patients distributed in two cohorts (2 x 10 9 vp/eye and 2 x 10 10 vp/eye).
+Added: VCN-01 was well tolerated to date after intravitreal administration, although some degree of intravitreal inflammation and associated turbidity were observed.
+Added: Inflammation has been managed and potential turbidity minimized with local and systemic administration of anti-inflammatory drugs.
+Added: VCN-01 does not appear to change the retinal function, and selective VCN-01 replication in retinoblastoma cells has been observed by immunohistochemical analysis.
+Added: Replication within retinoblastoma tumors over time was detected and VCN-01 reduced the number of vitreous seeds in 4 out of 5 patients treated at 2 x 10 10 vp/eye (n=5).
+Added: The investigator has reported that one patient treated with VCN-01 has had a complete regression lasting more than 30 months.
+Added: Six (6) patients have been treated with VCN-01 to date.
+Added: This study is ongoing and the enrollment period has been extended to include additional patients.
+Added: We anticipate meeting with the FDA during 2023 to discuss the path forward for VCN-01 as an adjunct to chemotherapy in pediatric patients with advanced retinoblastoma.
+Added: On September 30, 2022, we issued a press release announcing an oral presentation entitled “Topotecan enhances oncolytic adenovirus infection, replication and antitumor activity in retinoblastoma,” featuring Dr.
+Added: Angel Montero-Carcaboso, Researcher at Fundació Sant Joan de Déu at the SIOP 2022 Congress of the International Society of Pediatric Oncology, being held in Barcelona, Spain from September 28-October 1, 2022.
+Added: The new data from the study for which Dr.
+Added: Angel Montero-Carcaboso is the lead investigator further support evaluation of VCN-01, an oncolytic adenovirus expressing hyaluronidase, and topotecan for the treatment of refractory retinoblastoma.
+Added: Key data and conclusions showcased in the SIOP presentation include:
+Added: ● VCN-01 treatment in combination with topotecan, but not with carboplatin or melphalan, significantly increased VCN-01 infection and replication in retinoblastoma cells (p=0.0007) in vitro.
+Added: ● In athymic mice engrafted with human retinoblastomas, topotecan administered systemically after intratumoral VCN-01 increased viral genome replication and the number of VCN-01 infected cells when compared to administration of VCN-01 alone (p = 0.0002).
+Added: ● Sequential administration of intratumoral VCN-01 followed by systemic topotecan significantly increased median ocular survival, compared to VCN-01 alone (p =0.0364).
+Added: VCN-01 in combination with Immunomodulatory therapeutics
+Added: Based on the clinical and pre-clinical data described below, we believe that the administration of VCN-01, can elicit an anti-tumor immune response that could potentiate the effects of VCN-01 and co-administered therapeutics.
+Added: Biopsies from the Phase 1 trial of PDAC patients administered intravenous VCN-01 demonstrated lymphocyte (CD8+) infiltration and modulated levels of immune markers in tumors, including an induction of the PD1/PD-L1 expression in tumor tissue from some of the patients.
+Added: Preclinical experiments demonstrated that VCN-01 significantly increased extravasation of an anti-PD-L1 antibody into subcutaneous xenograft tumors compared to non-treated (PBS) tumors and also that PH20 hyaluronidase improves the ingress of T-cells in animal models.
+Added: hypothesize that the administration of VCN-01 into the tumor will help to overcome the observed resistance to PD-L1 checkpoint inhibitors and to mesothelin-directed CAR-T cells.
+Added: Phase 1 Trial of intravenous VCN-01 in Combination with Durvalumab in Subjects with Recurrent/ Metastatic SCCHN
+Added: In February 2019, VCN entered into a Clinical Trial Agreement with Catalan Institute of Oncology (ICO) (Spain) to conduct an investigator sponsored Phase 1 clinical study to evaluate the safety, tolerability and RP2D of a single intravenous injection of VCN-01 combined with durvalumab in two administration regimens:
+Added: VCN-01 concomitantly with durvalumab, or sequentially with durvalumab starting two weeks after VCN-01 administration (NCT03799744).
+Added: The study is also designed to evaluate whether VCN-01 treatment can re-sensitize PD-(l)-1 refractory tumors to subsequent anti-PD-L1 therapy.
+Added: Durvalumab is a human monoclonal antibody (mAb) of the immunoglobulin G (IgG) 1 kappa subclass that inhibits binding of PD-L1.
+Added: It is marketed as IMFINZI® by AstraZeneca/MedImmune, who supplied the product for its use in the clinical study.
+Added: This Phase I trial is a multicenter, open label, dose escalation study in patients with histologically confirmed head and neck squamous cell carcinoma from specific sites:
+Added: oral cavity, oropharynx, larynx or hypopharynx that is recurrent/metastatic (R/M) and not amenable to curative therapy by surgery or radiation.
+Added: In addition, all patients should have undergone prior exposure to anti-PD-(L) 1 and progressed.
+Added: Patients are entered at each dose level, according to a planned dose escalation schedule.
+Added: The treatment is a single intravenous VCN-01 dose combined with concomitant intravenous durvalumab (MEDI4736) 1500 mg Q4W (Arm I) or durvalumab starting two weeks after VCN-01 administration (“sequential schedule”;
+Added: Patient recruitment into Arm I and Arm II was performed concurrently.
+Added: Intravenous VCN-01 was administered to each patient only once during the trial at the VCN-01 dose level to which they were randomized.
+Added: Durvalumab was administered Q4W until disease progression, unacceptable toxicity, withdrawal of consent, or another discontinuation criterion.
+Added: Patient recruitment into the study was completed in February 2022 with a total of 18 patients enrolled.
+Added: On September 05, 2022 we announced a presentation of initial data from this study in a poster at the European Society for Medical Oncology (ESMO) Congress.
+Added: The poster reported that treatment with VCN-01 had an acceptable safety profile when administered with durvalumab in the sequential schedule and the most common treatment-related adverse events were dose-dependent and reversible pyrexia, flu-like symptoms and increases in liver transaminases.
+Added: Sustained blood levels of VCN-01 viral genomes and increased serum hyaluronidase levels were maintained for over six weeks and analysis of tumor samples showed an increase in CD8 T cells (a marker of tumor inflammation);
+Added: upregulation of PD-L1;
+Added: and downregulation of matrix-related pathways after VCN-01 administration.
+Added: The last patients in this study are currently being followed for overall survival and patent samples are being analyzed to evaluate potential VCN-01 pharmacodynamic effects.
+Added: We expect to report additional results from this study in H2 2023 as data become available.
+Added: Phase 1 Trial evaluating the safety and feasibility of huCART-meso cells when given in combination with VCN-01
+Added: In July 2021, VCN entered into a Clinical Trial Agreement with the University of Pennsylvania (Philadelphia) to conduct an investigator sponsored Phase 1 clinical study to evaluate the safety, tolerability and feasibility of intravenous administration of VCN-01 in combination with lentiviral transduced huCART-meso cells (developed by the laboratory of Dr.
+Added: Carl June) in patients with histologically confirmed unresectable or metastatic pancreatic adenocarcinoma and serous epithelial ovarian cancer (NCT05057715).
+Added: This is a Phase I study evaluating the combination of VCN-01 when given in combination with huCART-meso cells in a dose-escalation design in two cohorts (N = 3-6), where patients receive VCN-01 as a single IV infusion (at 3.3x10 12 or 1x10 13 vp) on Day 0, followed by a single dose of 5x10 7 huCART-meso cells on Day 14 via IV infusion.
+Added: huCART-meso cells are modified T-cells targeting the mesothelin antigen, which is frequently expressed in multiple tumor types, particularly in pancreatic and ovarian cancers.
+Added: June’s previous clinical studies have shown that huCART-meso cells encounter significant challenges in the tumor microenvironment, including immunosuppressive cells and soluble factors as well as metabolic restrictions.
+Added: Initial VCN-01 clinical data from the studies described above suggest that administration of VCN-01 may increase tumor immunogenicity and improve access of the huCART-meso cells to tumor cells.
+Added: This Phase I study will evaluate the safety and tolerability of the VCN-01 huCART-meso cell combination and test the hypothesis that administration of VCN-01 may enhance the potential antitumor effects of the co-administered huCART-meso cells.
+Added: On July 8, 2022, we were notified that the first patient to be dosed with VCN-01 had passed the safety evaluation period in this study.
+Added: The study is on-going.
+Added: Phase 1 Trial evaluating the intravenous administration of VCN-01 in patients prior to surgical resection of high-grade brain tumors
+Added: In the second quarter of 2021, VCN entered into a Clinical Trial Agreement with the University of Leeds (UK) to sponsor a proof-of-concept Phase 1 clinical study to evaluate whether intravenously administered VCN-01 can cross the blood-brain barrier and infect the target brain tumor.
+Added: This is an open-label, non-randomized, single center study of VCN-01 given intravenously at a dose of 1x10 13 virus particles to patients prior to planned surgery for recurrent high-grade primary or metastatic brain tumors.
+Added: We believe that the intravenous delivery of anti-cancer therapy to brain tumors, if effective, may enable the treatment of systemically disseminated brain metastases and may allow for reduction in the need to use neurosurgery to administer the drugs.
+Added: This study aims to assess the presence of VCN-01 within the resected surgical specimen after systemic VCN-01 delivery and determine the safety of intravenous VCN-01 in patients with recurrent high-grade glioma or brain metastases.
+Added: By confirming the presence of VCN-01 in high grade brain tumors following intravenous delivery, this study may pave the way for larger trials to study VCN-01 efficacy, both as a monotherapy and in combination with PD-1/PD-L1 blockade.
+Added: This trial has already received approval from Medicines & Healthcare Products Regulatory Agency (MHRA) from UK Government.
+Added: On January 9, 2023, we issued a press release announcing that the first patient was dosed in this study and recruitment is on-going.
Our Current Gastrointestinal (GI) and Microbiome-Focused Pipeline
1 unchanged sentence
When the natural balance or normal function of these microbial species is disrupted, a person’s health can be compromised.
−Removed: Disruption of the gut barrier is associated with a number of inflammatory and metabolic diseases.
All of our programs are supported by our growing intellectual property portfolio.
−Removed: We are maintaining and building our patent portfolio through filing new patent applications;
+Added: We are maintaining and building our patent portfolio through:
+Added: filing new patent applications;
prosecuting existing applications;
and licensing and acquiring new patents and patent applications.
−Removed: SYN-004 (ribaxamase) — Prevention of antibiotic-mediated microbiome damage, C.
−Removed: difficile infections (CDI), overgrowth of pathogenic organisms, the emergence of antimicrobial resistance (AMR) and acute graft-versus-host disease (aGVHD) in allogeneic HCT recipients
+Added: SYN-004 (ribaxamase) — Prevention of antibiotic-mediated microbiome damage, thereby preventing overgrowth and infection by pathogenic organisms such as Clostridioides difficile infection (CDI) and vancomycin resistant Enterococci (VRE), and reducing the incidence and severity of acute graft-versus-host disease (aGVHD) in allogeneic HCT recipients
SYN-004 (ribaxamase) is a proprietary oral capsule prophylactic therapy designed to degrade certain IV beta-lactam antibiotics excreted into the GI tract and thereby maintain the natural balance of the gut microbiome.
25 unchanged sentences
According to the European Society of Clinical Microbiology and Infections Disease (ECCMID), failure to address AMR could lead to a potential “antibiotic Armageddon”, resulting in 10 million deaths worldwide by 2050 and may cost as much as $100 trillion in worldwide economic output.
−Removed: According to a paper published in BMC Infectious Diseases (Desai K (2016) Epidemiological and economic burden of Clostridium difficile in the United States:
+Added: According to a paper published in BMC Infectious Diseases,”Epidemiological and economic burden of Clostridium difficile in the United States:
estimates from a modeling approach”.
−Removed: BMC Infect Dis 16:
+Added: (Desai et.al., BMC Infect Dis 16:
303), it is estimated that approximately 606,000 patients are infected with C.
1 unchanged sentence
According to IMS Health Incorporated*, in 2016, the potential addressable market for SYN-004 (ribaxamase) included approximately 227 million doses of intravenous Penicillin and Cephalosporin antibiotics which were administered in the United States and which may contribute to the onset of CDI.
−Removed: Additional data derived from IMS Health Incorporated states that in 2016, the worldwide market for SYN-004 (ribaxamase)-addressable intravenous beta-lactam antibiotics was approximately
−Removed: 7.5 billion doses, which may represent a multi-billion-dollar market opportunity for us.
+Added: Additional data derived from IMS Health Incorporated states that in 2016, the worldwide market for SYN-004 (ribaxamase)-addressable intravenous beta-lactam antibiotics was approximately 7.5 billion doses, which may represent a multi-billion-dollar market opportunity for us.
If approved, SYN-004 (ribaxamase) would be the first therapeutic intervention indicated to prevent the onset of antibiotic-mediated primary CDI.
5 unchanged sentences
Topline Results
−Removed: In December 2015, we reported supportive topline results from our first Phase 2a clinical trial of SYN-004 (ribaxamase).
+Added: In December 2015, we reported supportive topline results from our first Phase 2a clinical trial of SYN-004 (ribaxamase, N CT02419001 ).
The study demonstrated that SYN-004 (ribaxamase) successfully degraded IV ceftriaxone in the chyme of ten participants with ileostomies without affecting the levels of ceftriaxone in the bloodstream.
−Removed: In May 2016, we reported supportive topline results from a second Phase 2a clinical trial of SYN-004 (ribaxamase) in 14 healthy participants with functioning ileostomies administered IV ceftriaxone with and without oral SYN-004 (ribaxamase).
+Added: In May 2016, we reported supportive topline results from a second Phase 2a clinical trial of SYN-004 (ribaxamase) in 14 healthy participants with functioning ileostomies administered IV ceftriaxone with and without oral SYN-004 (ribaxamase) (NCT02473640).
This second study demonstrated that the 150 mg dose of SYN-004 (ribaxamase), both alone and in the presence of the proton pump inhibitor (PPI), esomeprazole, degraded ceftriaxone excreted into the chyme resulting in ceftriaxone levels that were low or not-detectable.
3 unchanged sentences
In September 2015, we initiated a multicenter, randomized, placebo-controlled Phase 2b proof-of-concept clinical study in 412 patients (206 per group;
+Added: NCT02563106).
On January 5, 2017, we announced positive topline data from our Phase 2b proof-of-concept clinical trial intended to evaluate the ability of SYN-004 (ribaxamase) to prevent CDI, CDAD ( C.
46 unchanged sentences
150 mg four times daily) administered to allogeneic HCT recipients who receive an IV carbapenem or beta-lactam antibiotic to treat fever.
−Removed: Study participants will be enrolled into three sequential cohorts
−Removed: administered a different study-assigned IV antibiotic.
+Added: Study participants will be enrolled into three sequential cohorts administered a different study-assigned IV antibiotic.
Each cohort seeks to complete eight evaluable participants treated with SYN-004 (ribaxamase) and four evaluable participants treated with placebo.
5 unchanged sentences
On April 14, 2021, we announced that the first patient had been dosed in our Phase 1b/2a clinical trial of SYN-004 (ribaxamase) in allogeneic hematopoietic cell transplant (HCT) recipients for the prevention of acute graft-versus-host-disease (aGVHD.
−Removed: To date, we have dosed 14 patients (10 that are considered evaluable) in the study.
−Removed: If enrollment proceeds as planned, we may be positioned to announce as many as three interim data readouts during the next 12-18 months with the first one anticipated from the first antibiotic cohort towards the end of Q2 2022, pandemic conditions permitting, the second cohort during the first half of 2023 and the third cohort during the first half of 2024.
−Removed: Due to the unique challenges posed by the global COVID-19 pandemic, Washington University had previously halted the commencement of the Phase 1b/2a clinical trial and they continue to evaluate non-essential activities which may have a direct impact on the continuation of the ongoing clinical trial.
−Removed: Continuation of the Phase 1b/2a clinical trial including, but not limited to, the enrollment of new patients remains largely at the discretion of Washington University and is contingent upon their ability to conduct this clinical program free from the impact of COVID-19.
−Removed: We remain in close contact with Washington University and are actively monitoring the potential impact of COVID-19 on the clinical development plans of SYN-004 (ribaxamase) program.
+Added: On September 27, 2022, we issued a press release announcing positive outcomes from the Data and Safety Monitoring Committee (“DSMC”) review of results from the first Cohort of the Company’s Phase 1b/2a randomized, double-blinded, placebo-controlled clinical trial of SYN-004 (ribaxamase) in allogeneic hematopoietic cell transplant (HCT) recipients for the prevention of acute graft-versus-host-disease (aGVHD).
+Added: To date, we have completed Cohort 1, which enrolled 19 patients who received at least 1 dose of study drug (SYN-004 or Placebo randomized 2:1).
+Added: Sixteen patients received at least one dose of intravenous (IV) meropenem and 12 of these patients completed sufficient
+Added: doses of IV meropenem to be evaluable towards the study endpoints.
+Added: The study is on-going and remains blinded;
+Added: however, key findings from blinded data for Cohort 1 are included below:
+Added: ● Adverse events (AEs) and serious adverse events (SAEs) observed in Cohort 1 were typical of those observed in allo-HCT patients and no AEs or SAEs were determined to be related to study drug treatment by the investigators.
+Added: o A total of 13 SAEs were reported among 10 patients, with the most common SAE being infections and infestations including sepsis.
+Added: o One patient died 14 days after the last dose of study drug (within the 30-day reporting period) due to sepsis that was not related to study drug.
+Added: ● Consistent with previous studies of SYN-004 in healthy volunteers, SYN-004 was not observed in blood samples from the majority of the evaluable patients.
+Added: o A total of 3 plasma samples (~2% of all analyzed samples) had low but quantifiable levels of SYN-004 using a sensitive ECL assay.
+Added: o None of the 3 ECL positive plasma samples were found to contain active SYN-004 using a functional enzyme activity assay.
+Added: ● Meropenem pharmacokinetics were as expected for this patient population.
+Added: Based on a review of the safety and pharmacokinetic data, the DSMC recommended that the study may proceed to enroll Cohort 2 in which study drug (SYN-004 or Placebo) will be administered in combination with the IV beta-lactam antibiotic piperacillin/tazobactam.
+Added: If enrollment proceeds on the current schedule, we may be positioned to announce data readouts for the second cohort during the first half of 2024 and the third cohort during the first half of 2025.
+Added: On November 3, 2022 we announced the first patient has been dosed in Cohort 2 of its Phase 1b/2a randomized, double-blinded, placebo-controlled clinical trial of SYN-004 (ribaxamase) in allogeneic hematopoietic cell transplant (HCT) recipients for the prevention of acute graft-versus-host-disease (aGVHD, NCT04692181 ).
SYN-020 — Oral Intestinal Alkaline Phosphatase (IAP)
10 unchanged sentences
On June 30, 2020, we submitted an IND application to the FDA in support of an initial indication for the treatment of radiation enteropathy secondary to pelvic cancer therapy.
−Removed: On July 30, 2020, we announced that we received a study-may-proceed letter from the FDA to conduct a Phase 1a single-ascending-dose (“SAD”) study in healthy volunteers designed to evaluate SYN-020 for safety, tolerability and pharmacokinetic parameters.
+Added: On July 30, 2020, we announced that we received a study-may-proceed letter from the FDA to conduct a Phase 1a single-ascending-dose (“SAD”) study in healthy volunteers designed to evaluate SYN-020 for safety, tolerability and pharmacokinetic parameters(NCT04815993).
On April 1, 2021, we announced that enrollment had commenced in the Phase 1 SAD clinical trial of SYN-020.
On June 29, 2021, we announced that enrollment, patient dosing and observation had been completed in the Phase 1, open-label, SAD study of SYN-020.
−Removed: The SAD study enrolled 6 healthy adult volunteers into each of four cohorts with SYN-020 given orally as single doses ranging from 5 mg to 150 mg.
+Added: The SAD study enrolled 6 healthy adult volunteers into each of four
+Added: cohorts with SYN-020 given orally as single doses ranging from 5 mg to 150 mg.
Analyses of preliminary data demonstrated that SYN-020 maintained a favorable safety profile, was well tolerated at all dose levels, and no adverse events were attributed to the study drug.
No serious adverse events were reported.
−Removed: During the third quarter of 2021 we initiated a Phase 1 clinical study evaluating multiple ascending doses (“MAD”) of SYN-020.
+Added: During the third quarter of 2021 we initiated a Phase 1 clinical study evaluating multiple ascending doses (“MAD”) of SYN-020 ( NCT05045833) .
On October 21, 2021 we announced that patient enrollment, dosing and observation commenced in the Phase 1 MAD of SYN-020.
−Removed: The Phase 1, placebo-controlled MAD study was designed to evaluate the safety, tolerability and biodistribution of SYN-020 upon repeated dosing and enrolled 8 healthy adult volunteers into each of four cohorts (32 total study participants) with SYN-020 given orally at doses
−Removed: ranging from 5 mg to 75 mg twice daily for fourteen days.
−Removed: A safety review was conducted at the end of each cohort to determine whether progression into the next higher dose cohort was permissible.
−Removed: At this time, participant dosing and follow-up has been completed in all four cohorts and serum and fecal samples have been submitted for analysis of pharmacokinetic and pharmacodynamic (biomarker) endpoints.
−Removed: The study remains blinded;
−Removed: however, only sporadic mild adverse events were observed and there were no serious adverse events.
−Removed: A topline data readout of the Phase 1 MAD clinical study is anticipated during the second quarter of 2022.
−Removed: Both studies are intended to support the development of SYN-020 in multiple potential clinical indications including celiac disease, NAFLD, radiation enteritis, as well as indications supported by our collaboration with Massachusetts General Hospital.
−Removed: We anticipate commencement of at least one Phase 2 clinical trial in an indication to be announced during H2 2022.
+Added: The placebo-controlled, blinded study enrolled 32 healthy adult volunteers into four cohorts with SYN-020 administered orally in doses ranging from 5 mg to 75 mg twice daily for 14 days with a follow-up evaluation at day 35.
+Added: Each cohort included six subjects who received SYN-020 and two who received placebo.
+Added: On May 10, 2022, we announced positive safety data from the Phase 1 MAD study demonstrating that SYN-020 maintained a favorable safety profile and was well-tolerated across all dose levels.
+Added: There were a few treatment-related adverse events, and all were mild (grade 1) and resolved without medical intervention.
+Added: The most common adverse event, constipation, occurred in three out of 24 subjects in the treatment arm and in one out of eight subjects in the placebo arm.
+Added: No adverse event led to discontinuation of the study drug and there were no serious adverse events.
+Added: Additionally, fecal SYN-020 analyses verified intestinal bioavailability while plasma levels of SYN-020 were below the limit of quantitation in all samples at all timepoints verifying that SYN-020 was not absorbed into the systemic circulation.
During the second quarter of 2020, we announced that we entered into an agreement with Massachusetts General Hospital ('MGH”) granting us an option for an exclusive license to intellectual property and technology related to the use of IAP to maintain GI and microbiome health, diminish systemic inflammation, and treat age-related diseases.
5 unchanged sentences
If executed, we plan to use this license in the advancement of an expanded clinical development program for SYN-020.
−Removed: Our Current Oncology-Focused Pipeline (through the acquisition of VCN)
−Removed: Oncolytic Viruses
−Removed: Our oncology platform is based on oncolytic virotherapy (“OV therapy”), which exploits the ability of certain viruses to kill tumor cells and trigger an anti-tumor immune response.
−Removed: This novel class of targeted anticancer agents has unique mechanisms of action compared to other cancer drugs.
−Removed: Oncolytic viruses exploit the fact that cancer cells contain mutations that cause them to lose growth control and form tumors.
−Removed: Once inside a tumor cell, oncolytic viruses exploit the tumor cell machinery to generate thousands of additional copies of the virus, which then kill the tumor cell and spread to neighboring cells, causing a chain reaction of cell killing.
−Removed: This infection by OVs also alerts the immune system, which can then attack the virus infected cells and the tumor cells to help destroy the tumor in some instances.
−Removed: Our OV products are engineered to efficiently infect and selectively replicate to a high extent in tumor cells versus normal host cells, which enables intravenous delivery.
−Removed: By contrast, many other oncolytic viruses in clinical development today are administered by direct injection into the tumor.
−Removed: Intravenous delivery has the potential to expand the therapeutic effect of OVs because the virus can infect both the primary tumor and tumor metastases throughout the body.
−Removed: Our first product, VCN-01, is a clinical stage oncolytic human adenovirus (common cold virus) that is modified to express an enzyme, hyaluronidase, that helps the virus and other molecules to penetrate the tumor.
−Removed: VCN-01 can be used alone or in combination with other cancer therapies such as chemotherapy and immunotherapy, for difficult to treat cancers.
−Removed: An expanding intellectual property portfolio supports our oncology programs, and because our products are characterized as biologics, they will be further protected by data and/or market exclusivity in major markets.
−Removed: VCN-01 — An oncolytic human type-5 virus engineered for intravenous administration and to express a tumor matrix degrading enzyme (PH20, hyaluronidase) that facilitates the entry of therapeutics and immune cells into tumors
−Removed: VCN-01 is a genetically modified oncolytic adenovirus that has been engineered to contain four independent genetic modifications on the backbone of the wild-type human adenovirus serotype 5 (HAd5) genome.
−Removed: These modifications have been shown in preclinical and clinical studies to confer tumor selective replication and antitumor activity.
−Removed: VCN-01 was engineered to replicate in and kill virtually all cancer cells, to expose tumor neoantigens of lysed tumors, to increase tumor targeting, and to express PH20 hyaluronidase to enhance the penetration of virus, chemotherapy and immune cells into the tumor.
−Removed: Malignant tumors are made up of tumor cells as well as significant supporting tissue known as tumor stroma.
−Removed: The tumor stroma supports the formation and growth of tumors and contains cells and other components that are required for robust tumor growth and metastasis.
−Removed: The stroma also forms an effective barrier to the entry of therapeutic agents such as chemotherapy and antibodies.
−Removed: VCN-01 is designed to overcome the stroma barrier problem by expressing the well-characterized stroma degrading enzyme PH20 hyaluronidase after it infects tumor cells.
−Removed: Expression of PH20 by VCN-01 degrades the hyaluronic acid within the tumor stroma and improves virus spread.
−Removed: Based upon the foregoing, we believe our oncolytic virus platform, exemplified by VCN-01, represents a new and potentially powerful form of therapy that combines tumor cell killing, anti-tumor immunity and stroma destruction after intravenous delivery.
−Removed: The VCN-01 product candidate is provided as a sterile liquid concentrate that is diluted for infusion or injection.
−Removed: The proposed therapeutic indication for VCN-01 is the treatment of solid tumors, as its selectivity mechanism relies on cellular properties shared by virtually all human tumor cells.
−Removed: Our initial indication for clinical development is unresectable metastatic pancreatic cancer, a disease for which there is currently no cure and only limited therapeutic options.
−Removed: VCN-01 has been evaluated in 72 patients across four Phase 1 clinical trials, including patients with pancreatic cancer, head and neck squamous cell carcinoma, colorectal cancer, and retinoblastoma.
−Removed: Pancreatic Ductal Adenocarcinoma
−Removed: Cancer of the pancreas consists of two main histological types:
−Removed: cancer that arises from the ductal (exocrine) cells of the pancreas or, much less often, cancers may arise from the endocrine compartment of the pancreas.
−Removed: Pancreatic Ductal Adenocarcinoma (“PDAC”) accounts for more than 90% of all pancreatic tumors.
−Removed: It can be located either in the head of the gland or in the body-tail.
−Removed: Pancreatic cancer usually gives metastases to liver and peritoneum.
−Removed: Other less common sites are lungs, brain, kidney and bone.
−Removed: Since in early stages the pancreatic cancer does not give any characteristic symptoms, patients visit their physician late.
−Removed: Progressive abdominal pain many times is the first symptom.
−Removed: On the other hand, neither truly effective conventional radiological tests that may identify the early disease, nor specific and sensitive diagnostic serum markers are available.
−Removed: Therefore, it is very common that the pancreatic cancer is diagnosed in its late stages (locally advanced non-metastatic or metastatic stage of the disease) when the radical resection and possibly curative treatment is not possible anymore.
−Removed: It’s generally assumed that only 10% of cases are resectable at presentation, whereas 30-40% of patients are diagnosed at local advanced/unresectable stage and 50-60% presents distant metastases.
−Removed: PDAC Clinical Unmet need and Market Opportunity
−Removed: PDAC is one of the most fatal cancers accounting for the 3 rd highest cause of cancer-associated deaths in US and 4 th in the European Union.
−Removed: Despite significant research efforts, minimal progress has been achieved to date.
−Removed: The five-year overall survival rate is < 10% and has not substantially improved over the last 30 years.
−Removed: Surgery is the only treatment that offers the prospect of long term-survival;
−Removed: however, the 5-year survival for the limited number of patients in whom resection is possible remains low (20 – 30 %).
−Removed: Patients with advanced disease are managed with chemotherapy.
−Removed: In recent years, the combination of gemcitabine with albumin-bound paclitaxel (GA), and the combination of folic acid, 5-fluorouracil, irinotecan and oxaliplatin (FOLFIRINOX) have emerged as the standard of care.
−Removed: However, the results are still very poor and new therapeutic interventions are needed.
−Removed: The increase is particularly evident in younger people and several studies anticipate that pancreatic cancer is expected to become the second leading cause of cancer-related death in the United States by 2030.
−Removed: The rising incidence of pancreatic cancer and its current economic burden place increased pressure to improve outcomes for patients.
−Removed: In May 2011, the Committee for Orphan Medicinal Products (“COMP”) from the European Medicines Agency (“EMA”) recommended granting Orphan Medicinal Product Designation to VCN-01 for the treatment of pancreatic cancer and in June 2011, the European Commission confirmed the designation under Regulation (“EC”) No 141/2000 of the European Parliament and of the Council.
−Removed: Phase 1a/Proof of Concept Trial of VCN-01 by intratumor administration in PDAC
−Removed: In September 2019, VCN presented a poster at the European Society for Molecular Oncology (“ESMO”) annual meeting describing initial mechanism of action data from a multicenter, Phase 1 dose escalation study of intratumoral (“IT”) VCN-01 administered to pancreatic cancer patients in combination with standard doses/schedules of either gemcitabine or nab-paclitaxel plus gemcitabine (“NCT02045589”).
−Removed: The study was conducted at three hospitals in Spain and 8 patients with confirmed histologic diagnosis of unresectable PDAC amenable to endoscopic ultrasound guided (“EUS)) injection were treated with 3 injections (coincident with 1 st day of the chemotherapy cycles) at two different dose levels of VCN-01 (six patients had metastatic disease and two had locally advanced disease).
−Removed: The treatment regimen was generally well-tolerated;
−Removed: however, one patient died from severe intraabdominal fluid collection that was considered to be related to VCN-01 treatment Evaluation of virus pharmacokinetics and PH20 levels in serum were consistent
−Removed: with strong virus replication in the tumors.
−Removed: This was supported by the presence of viral particles in tumor cells as assessed in paired tumor biopsies collected before and after treatment.
−Removed: Tumor stiffness was reduced in all VCN-01-injected lesions as measured by elastography.
−Removed: Disease stabilization of injected lesions was observed in 5 out of 6 patients although subsequent tumor progression was observed in most of the patients because of the appearance of new lesions or growth of distant, non-injected, metastatic lesions.
−Removed: This study provided encouraging mechanism of action data for VCN-01;
−Removed: however, intratumoral injection did not appear to deliver sufficiently high VCN-01 levels for effective delivery to non-injected tumors.
−Removed: We believe these results supported the evaluation of the safety/tolerability and potential efficacy of VCN-01 via intravenous administration in combination with chemotherapy and/or immunotherapies for the treatment of advanced PDAC.
−Removed: Phase 1 Trial of intravenous VCN-01 with or without nab-paclitaxel plus gemcitabine in patients with solid tumors and PDAC
−Removed: In September 2019, we also presented a poster at the ESMO meeting describing initial data from a Phase I clinical trial whose aim was to find the maximum tolerated dose (MTD)/recommended phase II dose (“RP2D”) and identify dose-limiting toxicity(ies) (“DLT”) for intravenous VCN-01 administered to patients with advanced cancer (“NCT02045602”).
−Removed: This study was designed as a multicenter, open-label, dose-escalation phase I clinical trial of a single dose of intravenous VCN-01 alone (Part I, 16 patients with advanced refractory solid tumors) or in combination with nab-paclitaxel plus gemcitabine (Part II and III;
−Removed: patients with pancreatic adenocarcinoma).
−Removed: In Part II, 12 patients received VCN-01 dose concurrent with chemotherapy on day 1, whereas in Part III 14 additional patients received the dose of VCN-01seven days before chemotherapy.
−Removed: The RP2D was determined to be 1x10 13 viral particles (vp)/patient in Part I, 3.3x10 12 vp/patient in Part II and 1x10 13 vp/patient in Part III.
−Removed: Based on its apparent safety profile and the absence of dose-limiting toxicities, 1x10 13 vp/patient using sequential dosing schedule was selected for further clinical development.
−Removed: Pharmacokinetic data showed dose linearity, as well as relevant VCN-01 exposure.
−Removed: Analysis of VCN-01 clearance in patients enrolled in Part II did not show significant differences with respect to patients receiving VCN-01 as a single agent.
−Removed: VCN-01 viral genomes were detected in tumor tissue in 5 out of 6 biopsies.
−Removed: A second viral peak in plasma and increased hyaluronidase serum levels suggested replication after intravenous injection in all patients.
−Removed: Increased levels of immune biomarkers (IFNγ, sLAG3, IL-6, IL-10) were found after VCN-01 administration.
−Removed: In patients with pancreatic adenocarcinoma, the overall response rate (ORR) was 50% for Part II and 50% for Part III, as assessed by the investigators.
−Removed: Median progression free survival (PFS) for patients in Part III was 6.7 months, and median overall survival (OS) was 13.5 months.
−Removed: Eight patients (66.7%) survived more than 12 months.
−Removed: In addition, in April 2021, a subgroup analysis of patients at the RP2D (1.x10 13 vp/patient followed by nab-paclitaxel plus gemcitabine one week later, n=6) was conducted and showed an ORR of 83%, with a median PFS of 6.3 months and median OS of 20.8 months.
−Removed: Some VCN-01 treated patients appeared to benefit from late-onset responses.
−Removed: This form of delayed anti-tumor activity is not common with chemotherapy but is frequently observed with immunotherapies.
−Removed: We believe an immune mechanism of action associated with the oncolytic activity of VCN-01 may be the underlying explanation.
−Removed: VCN-01 appeared to convert the typically immunosuppressive tumor microenvironment of pancreatic adenocarcinomas into an enhanced inflammatory microenvironment (IDO, CD28, PD-1, CTL signature up-regulation, and collagen formation) after treatment.
−Removed: Future Planning and Potential Regulatory Strategy for development of VCN-01 in PDAC
−Removed: We are currently planning a Phase 2 clinical trial of systemically administered VCN-01 in PDAC patients and anticipate submission of the protocol to the FDA and EMA in Q2 2022.
−Removed: The proposed Phase 2 trial is expected to be an open-label, randomized study to test the efficacy of VCN-01 in combination with gemcitabine and nab-paclitaxel in patients with newly diagnosed metastatic pancreatic cancer.
−Removed: The study is expected to enroll 92 patients and be conducted at approximately 25 sites in the US and EU.
−Removed: Two doses of VCN-01 are planned in the treatment arm:
−Removed: the 1st dose will be administered on day 1, then one week later 3 cycles of gemcitabine and nab-paclitaxel as standard of care will be administered.
−Removed: The second VCN-01 dose will be administered after the third cycle of chemotherapy, followed by additional chemotherapy.
−Removed: Manuel Hidalgo, chief of the Division of Hematology and Medical Oncology at Weill Cornell Medicine/New York-Presbyterian Hospital has been appointed as Principal Investigator.
−Removed: If the regulatory agencies allow us to proceed, initiation of recruitment is expected during Q4 2022.
−Removed: Retinoblastoma
−Removed: Retinoblastoma is a tumor that originates in the retina and it is the most common type of eye cancer in children.
−Removed: It occurs in approximately 1 / 14,000-1 / 18,000 live newborns and accounts for 15% of the tumors in the pediatric population < 1 year old.
−Removed: The average age of pediatric patients at diagnosis is 2, and it rarely occurs in children older than 6.
−Removed: In the US, retinoblastoma shows an incidence rate of 3.3 per 1,000,000 with only about 200 to 300 children diagnosed per year according to the American Cancer Society.
−Removed: Bilateral retinoblastoma (Rb1 germinal mutation) represents 25-35% of the cases while unilateral retinoblastoma (sporadic mutation) accounts for 65-75%.
−Removed: While retinoblastoma is a highly curable disease, with a current disease-free survival rate of >95%, the clinical challenge
−Removed: for those who treat retinoblastoma is to preserve life and to prevent the loss of an eye, blindness and other serious effects of treatment that reduce the patient’s life span or the quality of life.
−Removed: Current treatments are not without significant morbidity, which may include visual impairment and severe cosmetic deformity secondary to enucleation and/or irradiation of the orbital region.
−Removed: The use of intravenous chemotherapy and more recently intra-arterial and intravitreal chemotherapy have resulted in a significantly greater number of eyes preserved with fewer long-term effects compared to past treatments such as external radiation therapy.
−Removed: However, allowing patients with advanced intraocular disease to be treated conservatively, led to the appearance of a subgroup of patients with advanced intraocular disease who relapsed after an initial response.
−Removed: Most of these cases include those patients who present gross vitreous or subretinal seeding.
−Removed: Once the aforementioned treatments are exhausted, these patients rarely manage to preserve the eyes and vision and must be enucleated.
−Removed: The ocular preservation rate of these eyes with advanced disease is still less than 50%.
−Removed: In February 2022, the FDA granted orphan drug designation to VCN-01 for the treatment of retinoblastoma.
−Removed: Phase 1 Trial of intravitreal VCN-01 in patients with retinoblastoma
−Removed: During the third quarter of 2017, VCN entered into a Clinical Trial Agreement with Hospital Sant Joan de Déu (Barcelona, Spain) to conduct an investigator sponsored Phase 1 clinical study evaluating the safety and tolerability of two intravitreal injections of VCN-01 in patients with intraocular retinoblastoma refractory to systemic, intra-arterial or intravitreal chemotherapy, or radiotherapy, in whom enucleation was the only recommended treatment (NCT03284268).
−Removed: Patients received two doses of VCN-01 injected 14 days apart using a dose escalation regimen.
−Removed: At this time, the dose-escalation phase of the study has already been completed in 4 patients distributed in two cohorts (2 x 10 9 vp/eye and 2 x 10 10 vp/eye).
−Removed: VCN-01 was well tolerated to date after intravitreal administration, although some degree of intravitreal inflammation and associated turbidity were observed.
−Removed: Inflammation has been managed and potential turbidity minimized with local and systemic administration of anti-inflammatory drugs.
−Removed: VCN-01 does not appear to change the retinal function, and selective VCN-01 replication in retinoblastoma cells has been observed by immunohistochemical analysis.
−Removed: Replication within retinoblastoma tumors over time was detected and VCN-01 reduced the number of vitreous seeds in all patients treated at 2 x 10 10 vp/eye (n=3).
−Removed: The investigator has reported that one patient treated with VCN-01 has had a complete regression lasting more than 30 months.
−Removed: This study is currently ongoing and anticipated to be completed in the second half of 2022.
−Removed: VCN-01 in combination with Immunomodulatory therapeutics
−Removed: Based on the clinical and pre-clinical data described below, we believe that the effect of administration of VCN-01, can elicit an anti-tumor immune response that could potentiate the effects of VCN-01 and co-administered therapeutics.
−Removed: Biopsies from the Phase 1 trial of PDAC patients administered intravenous VCN-01 demonstrated lymphocyte (CD8+) infiltration and modulated levels of immune markers in tumors, including an induction of the PD1/PD-L1 expression in tumor tissue from some of the patients.
−Removed: Preclinical experiments demonstrated that VCN-01 significantly increased extravasation of an anti-PD-L1 antibody into subcutaneous xenograft tumors compared to non-treated (PBS) tumors and also that PH20 hyaluronidase improves the ingress of T-cells in animal models.
−Removed: Thus, we hypothesize that the administration of VCN-01 into the tumor will help to overcome the observed resistance to PD-L1 checkpoint inhibitors and to mesothelin-directed CAR-T cells.
−Removed: Phase 1 Trial of intravenous VCN-01 in Combination with Durvalumab in Subjects with Recurrent/ Metastatic SCCHN
−Removed: In February 2019, VCN entered into a Clinical Trial Agreement with Catalan Institute of Oncology (ICO) (Spain) to conduct an investigator sponsored Phase 1 clinical study to evaluate the safety, tolerability and RP2D of a single intravenous injection of VCN-01 combined with durvalumab in two administration regimens:
−Removed: VCN-01 concomitantly with durvalamab, or sequentially with durvalumab starting two weeks after VCN-01 administration (NCT03799744).
−Removed: The study is also designed to evaluate whether VCN-01 treatment can re-sensitize PD-(l)-1 refractory tumors to subsequent anti-PD-L1 therapy.
−Removed: Durvalumab is a human monoclonal antibody (mAb) of the immunoglobulin G (IgG) 1 kappa subclass that inhibits binding of PD-L1 and is being developed by AstraZeneca/MedImmune, which supplies the product for its use in the clinical study.
−Removed: This Phase I trial is a multicenter, open label, dose escalation study in patients with histologically confirmed head and neck squamous cell carcinoma from specific sites:
−Removed: oral cavity, oropharynx, larynx or hypopharynx that is recurrent/metastatic (R/M) and not amenable to curative therapy by surgery or radiation.
−Removed: In addition, all patients should have undergone prior exposure to anti-PD-(L) 1 and progressed.
−Removed: Patients are entered at each dose level, according to a planned dose escalation schedule.
−Removed: The treatment is a single intravenous VCN-01 dose combined with concomitant intravenous durvalumab (MEDI4736) 1500 mg Q4W (Arm I) or durvalumab starting two weeks after VCN-01 administration (“sequential schedule”;
−Removed: Patient recruitment into Arm I and Arm II was performed concurrently.
−Removed: Only one single dose of VCN-01 is administered to each patient
−Removed: during the trial.
−Removed: Durvalumab is administered Q4W until disease progression, unacceptable toxicity, withdrawal of consent, or another discontinuation criterion.
−Removed: Patient recruitment into the study was completed in February 2022 with a total of 18 patients enrolled.
−Removed: Phase 1 Trial evaluating the safety and feasibility of huCART-meso cells when given in combination with VCN-01
−Removed: In July 2021, VCN entered into a Clinical Trial Agreement with the University of Pennsylvania (Philadelphia) to conduct an investigator sponsored Phase 1 clinical study to evaluate the safety, tolerability and feasibility of intravenous administration of VCN-01 in combination with lentiviral transduced huCART-meso cells (developed by the laboratory of Dr.
−Removed: Carl June) in patients with histologically confirmed unresectable or metastatic pancreatic adenocarcinoma and serous epithelial ovarian cancer (NCT05057715).
−Removed: This is a Phase I study evaluating the combination of VCN-01 when given in combination with lentiviral transduced huCART-meso cells in a dose-escalation design in two cohorts (N = 3-6), where patients will receive VCN-01 as a single IV infusion (at 3.3x10 12 or 1x10 13 vp) on Day 0, followed by a single dose of 5x10 7 huCART-meso cells on Day 14 via IV infusion.
−Removed: huCART-meso cells are modified T-cells targeting the mesothelin antigen, which is frequently expressed in multiple tumor types, particularly in pancreatic and ovarian cancers.
−Removed: June’s previous clinical studies have shown that huCART-meso cells encounter significant challenges in the tumor microenvironment, including immunosuppressive cells and soluble factors as well as metabolic restrictions.
−Removed: Initial VCN-01 clinical data from the studies described above suggest that administration of VCN-01 may increase tumor immunogenicity and improve access of the huCART-meso cells to tumor cells.
−Removed: This Phase I study will evaluate the safety and tolerability of the VCN-01 huCART-meso cell combination and test the hypothesis that administration of VCN-01 may enhance the potential antitumor effects of the co-administered huCART-meso cells .
−Removed: The trial is open but not yet recruiting.
−Removed: Phase 1 Trial evaluating the intravenous administration of VCN-01 in patients prior to surgical resection of high-grade brain tumors
−Removed: In the second quarter of 2021, VCN entered into a Clinical Trial Agreement with the University of Leeds (UK) to sponsor a proof of concept Phase 1 clinical study to evaluate whether intravenously administered VCN-01 can cross the blood-brain barrier and infect the target brain tumor.
−Removed: This is an open-label, non-randomized, single center study of VCN-01 given intravenously at a dose of 1x10 13 virus particles to patients prior to planned surgery for recurrent high-grade primary or metastatic brain tumors.
−Removed: We believe that the intravenous delivery of anti-cancer therapy to brain tumors, if effective, may allow repeat dosing may enable the treatment of systemically disseminated brain metastases and may allow for reduction in the need to use neurosurgery to administer the drugs.
−Removed: This study aims to assess the presence of VCN-01 within the resected surgical specimen after systemic VCN-01 delivery and determine the safety of intravenous VCN-01 in patients with recurrent high-grade glioma or brain metastases.
−Removed: By confirming the presence of VCN-01 in high grade brain tumors following intravenous delivery, this study may pave the way for larger trials to study VCN-01 efficacy, both as a monotherapy and in combination with PD-1/PD-L1 blockade.
−Removed: This trial has already received approval from Medicines & Healthcare Products Regulatory Agency (MHRA) from UK Government.
+Added: The Phase 1 data from our SAD and MAD studies are intended to support the development of SYN-020 in multiple clinical indications including radiation enteritis, NAFLD, celiac disease, and indications supported by our collaboration with Massachusetts General Hospital.
+Added: With our transition to an oncology focused Company, we are exploring strategic opportunities to enable advancement of this potentially valuable asset.
Research Programs
−Removed: SYN-007 and SYN-005
−Removed: To date, our research programs have been primarily directed to the development of GI acting products that have generated preclinical proof-of-concept with two pipeline products (SYN-006 and SYN-007) that expand the potential utility of our beta-lactamase strategy.
−Removed: SYN-007 is a specially formulated version of SYN-004 (ribaxamase) designed to degrade orally administered beta-lactam antibiotics to protect the gut microbiome from antibiotic-mediated dysbiosis.
−Removed: SYN-006 is a carbapenemase designed to degrade intravenous (IV) carbapenem antibiotics within the GI tract to maintain the natural balance of the gut microbiome for the prevention of CDI, overgrowth of pathogenic organisms and the emergence of antimicrobial resistance (AMR).
−Removed: Our SYN-005 monoclonal antibody program is intended to both treat and prevent pertussis.
−Removed: Our research programs may be expanded to include development of new oncolytic virus products and/or explore oncology applications of our existing products such as SYN-006 and SYN-020.
+Added: VCN-11 Albumin Shield™ Technology
VCN-11 is a novel virus that we believe has the potential to extend our OV platform.
8 unchanged sentences
In the second quarter of 2020, VCN had several interactions with Spanish regulatory authorities (AEMPS) to agree on the design of the non-clinical GLP toxicology and biodistribution studies that are required to support a first-in-human clinical trial for VCN-11.
−Removed: In March 2021, preclinical data obtained with VCN-11 was published, showing that VCN-11 induced 450 times more cytotoxicity in tumor cells than in normal cells.
−Removed: VCN confirmed VCN-11 hyaluronidase production by measuring the activity of the PH20 enzyme with a hyaluronic acid-degradation assay, and by measuring PH20 activity in VCN-11 infected tumors in vivo.
−Removed: VCN-11 evaded NAbs from different sources and tumor targeting was demonstrated in the presence of high levels of NAbs in vivo, whereas the control virus without ABD was neutralized.
+Added: In March 2021, preclinical data obtained with VCN-11 was published (J Control Release.
+Added: 2021 Apr 10;332:517-528), showing that VCN-11 induced 450 times more cytotoxicity in tumor cells than in normal cells.
+Added: VCN confirmed VCN-11 hyaluronidase production by measuring the activity of the PH20 enzyme with a hyaluronic acid-degradation assay, and by measuring PH20 activity in VCN-11
+Added: infected tumors in vivo.
+Added: VCN-11 evaded NAbs from different sources and tumor level were demonstrated in the presence of high levels of NAbs in vivo, whereas the control virus without ABD was neutralized.
VCN-11 showed a low toxicity profile in athymic nude mice and Syrian hamsters, allowing treatments with high doses and fractionated administrations without major toxicities (up to 1.2x10 11 vp/mouse and 7.5x10 11 vp/hamster).
VCN-11 increased ALT levels on day 3 within an acceptable range that returned to normal levels by day 9.
−Removed: Fractionated intravenous administration of VCN-11 (splitting the dose into two portions administered 4 h apart) appeared to improve VCN-11 circulation kinetics and tumor targeting.
+Added: Fractionated intravenous administration of VCN-11 (splitting the dose into two portions administered 4 h apart) appeared to improve VCN-11 circulation kinetics and increase tumor levels.
VCN-11 showed antitumor efficacy in the presence of NAbs against Ad5 and itself.
+Added: In May 2022, we presented on VCN-11 at the 25th Annual Meeting of the American Society of Gene & Cell Therapy (ASGCT).
+Added: The presentation included preclinical results showcasing the potential of VCN-11 to balance safety, with no major toxicities observed, and effectively target tumors after intravenous re-administration, even in the presence of high level NAbs.
+Added: Our internal discovery programs are currently evaluating new oncolytic viruses derived from VCN-11 that may expand the potential efficacy of Albumin Shield viruses.
+Added: SYN-006, SYN-007
+Added: To date, our research programs have been primarily directed to the development of GI acting products that have generated preclinical proof-of-concept with two pipeline products (SYN-006 and SYN-007) that expand the potential utility of our beta-lactamase strategy.
+Added: SYN-007 is a specially formulated version of SYN-004 (ribaxamase) designed to be used with orally administered beta-lactam antibiotics to protect the gut microbiome from antibiotic-mediated dysbiosis.
+Added: SYN-006 is a carbapenemase designed to degrade intravenous (IV) carbapenem antibiotics within the GI tract to maintain the natural balance of the gut microbiome for the prevention of CDI, overgrowth of pathogenic organisms and the emergence of antimicrobial resistance (AMR).
+Added: Our research programs may be expanded to include development of new oncolytic virus products and/or explore oncology applications of our existing products such as SYN-006 and SYN-007.
Intellectual Property
All of our programs are supported by growing patent estates.
−Removed: In total, Synthetic Biologics has over 95 U.S.
+Added: In total, Theriva Biologics has over 100 U.S.
and foreign patents and over 70 U.S.
and foreign patents pending.
−Removed: VCN Biosciences, through assignment or exclusive licenses, controls over 25 U.S.
+Added: VCN, through assignment or exclusive licenses, controls over 40 U.S.
and foreign patents and over 15 U.S.
and foreign patents pending.
−Removed: The SYN-004 (ribaxamase) program is supported by IP that is assigned to Synthetic Biologics, namely U.S.
+Added: The SYN-004 (ribaxamase) program is supported by IP that is assigned to Theriva Biologics, namely U.S.
patents and foreign patents (in most major markets, e.g.
5 unchanged sentences
Further, U.S.
−Removed: Patent 9,301,995 and 9,301,996, both of which will expire in 2031, cover various uses of beta-lactamases, including SYN-004 (ribaxamase), in protecting the microbiome, and U.S.
+Added: Patent 9,301,995 and 9,301,996, both of which will expire in at least 2031, cover various uses of beta-lactamases, including SYN-004 (ribaxamase), in protecting the microbiome, and U.S.
9,290,754, 9,376,673, 9,404,103, 9,464,280, and 9,695,409 which will expire in at least 2035, covers further beta-lactamase compositions of matter related to SYN-004 (ribaxamase).
−Removed: The SYN-020 (oral intestinal alkaline phosphatase (IAP)) program is supported by IP that is assigned to Synthetic Biologics, namely U.S.
+Added: The SYN-020 (oral intestinal alkaline phosphatase (IAP)) program is supported by IP that is assigned to Theriva Biologics, namely U.S.
and foreign patent applications (in many major markets, e.g.
1 unchanged sentence
These patent applications, which cover various formulations, medical uses and manufacture of SYN-020, are expected to expire in 2038-2040, if granted, and without taking potential patent term extensions or patent term adjustment into account.
−Removed: The VCN-01 and VCN-11 programs are supported by patents and patent applications that are assigned to VCN Biosciences or exclusively licensed from Fundacio Privada Institut d'Investigacio Biomedica de Bellvitge (IDIBELL), Institut Catala d'Oncologia (ICO), and Hospital Sant Joan De Deu Barcelona.
+Added: The VCN-01 and VCN-11 programs are supported by patents and patent applications that are assigned to VCN or exclusively licensed from Fundacio Privada Institut d’Investigacio Biomedica de Bellvitge (IDIBELL), Institut Catala d’Oncologia (ICO), and Hospital Sant Joan de Déu in Barcelona.
The patents and patent applications include U.S.
9 unchanged sentences
We seek, where appropriate, the broadest intellectual property protection for product candidates, proprietary information, and proprietary technology through a combination of contractual arrangements and patents.
−Removed: Our Current Collaborations (inclusive of our acquisition of VCN)
+Added: Our Current Collaborations
IDIBELL Technology Transfer Agreement
On August 31, 2010, VCN entered into a Technology Transfer Agreement (the “Technology Transfer Agreement”) with the Bellvitge Biomedical Research Institute (“IDIBELL”) for the exclusive license of the right to use a Spanish patent number P200901201 titled “Oncolytic adenoviruses for treating cancer” which is co-owned by IDIBELL and Catalan Oncology Institute (“ICO”) for the term of the patent.
−Removed: The Technology Transfer Agreement provides that IDIBELL is entitled to a low single digit % royalty on the income collected by VCN from the utilization of products derived from the licensed technology, prior to applying any value-added tax, if any, and low single digit % royalty on other income received by VCN arising from the use of the licensed technology, including income related to sublicenses of the licensed technology to third parties and advance payments or payments made for goals that were met and/or services associated with the licensed technology.
+Added: The Technology Transfer Agreement provides that IDIBELL is entitled to a low single digit percentage royalty on the income collected by VCN from the utilization of products derived from the licensed technology, prior to applying any value-added tax, if any, and low single digit percentage royalty on other income received by VCN arising from the use of the licensed technology, including income related to sublicenses of the licensed technology to third parties and advance payments or payments made for goals that were met and/or services associated with the licensed technology.
The Technology Transfer Agreement terminates upon the expiration of the patent rights and is subject to early termination by either party in the event of a breach by the other party of its obligations thereunder.
3 unchanged sentences
The validity period of the license granted is unlimited with the only applicable limit being the patent’s own validity.
−Removed: The ICO License Agreement provides that the ICO is entitled to a royalty of low double digit % of the net value of the income from the concession of the identified sublicense and low double digit % on other lump sums received thereunder.
+Added: The ICO License Agreement provides that the ICO is entitled to a royalty of low double digit percentage of the net value of the income from the concession of the identified sublicense and low double digit precentage on other lump sums received thereunder.
VCN and its sublicensees have an obligation to o use all diligent and commercially reasonable efforts for the exploitation of the patent, otherwise, ICO may proceed to recover the license.
2 unchanged sentences
On March 4, 2016, VCN entered into a License Agreement (the “IDIBELL/ICO License Agreement”) with IDIBELL and the ICO, for the exclusive license of the right to use a family of patents whose priority application is European patent application EP 14 38 2162.7 titled “Adenovirus comprising an albumin-binding molety”.
−Removed: The License Agreement provides that IDIBELL and ICO, as licensors, are entitled to share a low single digit % royalty on the annual Net Sales (as defined in the IDIBELL/ICO License Agreement)collected by VCN from the utilization of products derived from the licensed technology and a royalty on sublicensing income received from the licensed technology at a rate of:
−Removed: low double digit % during the first 3 years following the effective date of the agreement, mid single digit % during the term of 3 to 7 years following the effective date and low single digit % thereafter.
+Added: The License Agreement provides that IDIBELL and ICO, as licensors, are entitled to share a low single digit percentage royalty on the annual Net Sales (as defined in the IDIBELL/ICO License Agreement)collected by VCN from the utilization of products derived from the licensed technology and a royalty on sublicensing income received from the licensed technology at a rate of:
+Added: low double digit percentage during the first 3 years following the effective date of the agreement, mid single digit percentage during the term of 3 to 7 years following the effective date and low single digit percentage thereafter.
The IDIBELL/ICO License Agreement also provides for certain fixed payments, including a payment 25 days following the date of concession of the licensed patent in a minimum of three European jurisdictions and a payment 25 days following the date of concession of an American patent derived from the licensed patent.
9 unchanged sentences
(c) VCN shall pay the Foundation five hundred thousand Euros (€500,000), subject to reduction for any public and/or private economic aid that third parties may grant to the Institution for the conduct of the trial and/or any advance payments made by VCN before the end of the trial;
−Removed: (d) VCN shall pay the Foundation three hundred twenty thousand Euros (€320,000) once following the trial results a pivotal study, to be carried out by VCN, has been completed which allows it to obtain the marketing authorization of the product following from the results, which payment must be made within a maximum period of four (4) years from the date on which Institution has delivered the final report of the trial to VCN ;
+Added: (d) VCN shall pay the Foundation three hundred twenty thousand Euros (€320,000) once following the trial results of a pivotal study, to be carried out by VCN, has been completed which allows it to obtain the marketing authorization of the product following from the results, which payment must be made within a maximum period of four (4) years from the date on which Institution has delivered the final report of the trial to VCN ;
and (e) the parties will use their best efforts to negotiate and, where appropriate, sign a product supply agreement in order that the Hospital can use VCN-01 for compassionate use in the treatment of retinoblastoma.
43 unchanged sentences
Manufacturing
−Removed: SYN-004 and SYN-020
−Removed: Our product candidates SYN-004 and SYN-020 are biologics that can be readily synthesized by processes that we have developed;
−Removed: however, the manufacturing for our clinical programs, including SYN-004 and SYN-020 may require long lead times and is subject to potential COVID-19 related global supply chain interruptions.
−Removed: We do not own or operate manufacturing facilities for the production of these product candidates for preclinical and clinical activities.
−Removed: We rely on third-party contract manufacturers, and in most cases only one third-party, to manufacture critical raw materials, drug substance and final drug product for our research, preclinical development and clinical trial activities.
−Removed: Commercial quantities of any drugs we seek to develop will have to be manufactured in facilities and by processes that comply with the FDA and other regulations, and we plan to rely on third parties to manufacture commercial quantities of products we successfully develop through FDA approval.
−Removed: We believe we have sufficient quantities of SYN-004 and SYN-020 to complete our planned Phase 1b/2a clinical trial of SYN-004 and our planned Phase 1 clinical trials of SYN-020, and are working with qualified third-party vendors for the manufacture of additional quantities of SYN-004 and SYN-020 for potential future preclinical studies and clinical trials.
VCN-01 & VCN-11
1 unchanged sentence
VCN-01, VCN-11) are biologics that can be readily synthesized by processes that we have developed in collaboration with Contract and Development Manufacturing Organizations (CDMOs) such as Thermo Fisher, BioReliance, GenIBET, and others.
−Removed: VCN does not own or operate manufacturing facilities for the production of our product candidates, VCN-01 and VCN-11 but it does produce and test viruses and virus processes at VCN facilities in Spain.
−Removed: VCN’s cell and virus seed
−Removed: stocks and Master/Working banks for current and future production.
+Added: We do not own or operate manufacturing facilities for the production of our product candidates, VCN-01 and VCN-11, but we do produce and test viruses and virus processes at our facilities in Spain.
+Added: Our cell and virus seed stocks and master/working cell banks are used for current and future production.
Our cells for manufacturing are approved by and licensed from US regulatory authorities.
Clinical and commercial supplies will be manufactured in facilities and by processes that comply with the FDA and other regulatory agency requirements.
−Removed: VCN plans to rely on third parties to manufacture commercial quantities of products that we successfully develop through regulatory approval.
−Removed: VCN has contracted with two CDMOs to provide what it believes are adequate clinical supplies for our planned clinical trials.
−Removed: VCN’s upstream and downstream processes for producing oncolytic viruses are well understood in the industry and use industry standard cell factories and single use bioreactors for manufacturing.
+Added: We plan to rely on third parties to manufacture commercial quantities of products that we successfully develop through regulatory approval.
+Added: We have contracted with two CDMOs to provide what it believes are adequate clinical supplies for our planned clinical trials.
+Added: Our upstream and downstream processes for producing oncolytic viruses are well understood in the industry and use industry standard cell factories and single use bioreactors for manufacturing.
All downstream purifications employ single-use columns and filters, and release testing is performed by third-party vendors using qualified or validated assays.
Critical quality attributes and other product testing specifications for our clinical supplies are agreed to with regulatory authorities prior to release and use.
−Removed: VCN anticipates some delays in manufacturing due to COVID-19 impact on the supply chain.
−Removed: Its impact, if any, on the timing of future clinical trials is currently unknown.
+Added: We have previously encountered some delays in manufacturing due to the impact of COVID-19 on the supply chain.
+Added: The potential impact of similar supply chain issues from a COVID-19 resurgence or other pandemic, if any, on our on-going and future clinical trials is currently unknown.
+Added: SYN-004 and SYN-020
+Added: Our product candidates SYN-004 and SYN-020 are biologics that can be readily synthesized by processes that we have developed;
+Added: however, the manufacturing for our clinical programs, including SYN-004 and SYN-020 may require long lead times and has in the past been subject to COVID-19 related global supply chain interruptions.
+Added: We do not own or operate manufacturing facilities for the production of these product candidates for preclinical and clinical activities.
+Added: We rely on third-party contract manufacturers, and in most cases only one third-party, to manufacture critical raw materials, drug substance and final drug product for our research, preclinical development and clinical trial activities.
+Added: Commercial quantities of any drugs we seek to develop will have to be manufactured in facilities and by processes that comply with the FDA and other regulations, and we plan to rely on third parties to manufacture commercial quantities of products we successfully develop through FDA approval.
+Added: We believe we have sufficient quantities of SYN-004 to complete our planned Phase 1b/2a clinical trial of SYN-004, and are working with qualified third-party vendors for the potential manufacture of additional quantities of SYN-004 and SYN-020 for potential future preclinical studies and clinical trials.
Research and Development
25 unchanged sentences
The testing and approval process requires substantial time, effort, and financial resources, and we cannot be certain that any approval will be granted on a timely basis, if at all.
+Added: OVs such as VCN-01 are genetically modified organisms and their import and use are subject to additional review and approval by dedicated agencies in some countries where we propose to run clinical trials, including Spain and Germany.
Preclinical tests include laboratory evaluation of the product candidate, its chemistry, formulation and stability, and animal studies to assess potential safety and efficacy.
8 unchanged sentences
Each study must be approved and monitored by the appropriate Institutional Review Boards (IRBs) or ethics committees (ECs) which are periodically informed of the study’s progress, adverse events and changes in research.
+Added: OVs such as VCN-01 are genetically modified organisms and their use is also subject to review and approval by the Institutional Biosafety Committee (IBC) at each clinical trial site.
Annual updates are submitted to the FDA and comparable foreign regulators (if required) with more frequent reporting if certain serious adverse events occur.
15 unchanged sentences
The FDA has substantial discretion in the approval process and may disagree with our interpretation of the data submitted or identify new concerns.
−Removed: The process may be significantly extended by requests for new information or clarification of information already submitted.
+Added: The process may be significantly
+Added: extended by requests for new information or clarification of information already submitted.
As part of this review, the FDA may refer the application to an advisory committee, typically a panel of clinicians.
17 unchanged sentences
Increased attention to the containment of health care costs worldwide could result in new government regulations materially adverse to our business.
+Added: Public perception and sentiment regarding genetically modified organisms and/or viral therapies (including vaccines) can be highly variable and may impact legislation regarding the potential sue of our products.
We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the U.S.
11 unchanged sentences
The requirements, costs and timing for obtaining and maintaining EMA Orphan Drug Designation differ from the FDA.
+Added: In May 2011, the Committee for Orphan Medicinal Products ("COMP") from the EMA recommended granting Orphan Medicinal Product Designation to VCN-01 for the treatment of pancreatic cancer and in June 2011, the European Commission confirmed the designation under Regulation ("EC") No 141/2000 of the European Parliament and of the Council.
+Added: In February 2022, the FDA granted orphan drug designation to VCN-01 for the treatment of retinoblastoma.
Other Healthcare Laws and Compliance Requirements
26 unchanged sentences
member states and other European countries may enforce the GDPR and national data protection laws differently, and introduce additional national regulations and guidelines, which adds to the complexity of processing European personal data.
−Removed: Failure to comply with the requirements of the GDPR and the related national data protection laws may result in significant monetary fines and other administrative penalties (the GDPR authorizes fines for certain violations of up to 4% of global annual revenue or €20 million, whichever is greater) as well as civil
−Removed: liability claims from individuals whose personal data was processed.
+Added: Failure to comply with the requirements of the GDPR and the related national data protection laws may result in significant monetary fines and other administrative penalties (the GDPR authorizes fines for certain violations of up to 4% of global annual revenue or €20 million, whichever is greater) as well as civil liability claims from individuals whose personal data was processed.
Additionally, expenses associated with compliance could reduce our operating margins.
13 unchanged sentences
difficile infection include:
−Removed: Actelion Pharmaceutical Ltd., Artugen Therapeutics, Inc., AzurRx, Inc., Da Volterra, Deinove, Pfizer Inc., Merck & Co.
+Added: Actelion Pharmaceutical Ltd., Artugen Therapeutics, Inc., AzurRx, Inc., Deinove, Pfizer Inc., Merck & Co.
Inc., Merus B.V., Pfizer Inc., Rebiotix, Inc., Seres Therapeutics, Inc., Summit Therapeutics plc.
1 unchanged sentence
Companies that sell or are developing products for the treatment or prevention of acute graft-versus-host-disease (aGVHD) include:
−Removed: Amgen, Inc., Astellas Pharma, Janssen Biotech, Inc., Mallinckrodt plc, Novartis International AG, Pfizer, Inc.
+Added: Amgen, Inc., Astellas Pharma, Janssen Biotech, Inc., Mallinckrodt plc, Mesoblast, Inc., Novartis International AG, Pfizer, Inc.
Roche AG and Takeda Pharmaceutical Company Ltd.
12 unchanged sentences
KG), reovirus (Oncolytics Biotech, Inc.);
−Removed: Seneca Valley virus (Seneca Therapeutics Inc., Oncorus Inc.);
+Added: Seneca Valley virus
+Added: (Seneca Therapeutics Inc., Oncorus Inc.);
vesicular stomatitis virus (Vyriad, Inc.);
4 unchanged sentences
and Shanghai Sunway Biotech Co., Ltd.
−Removed: VCN OV products are designed to be systemically, intratumorally or intravitreally injected;
+Added: Theriva Biologics’ OV products are designed to be systemically, intratumorally or intravitreally injected;
selectively replicate only in tumor cells versus normal host cells;
have reduced liver tropism compared to wild type adenovirus type 5;
−Removed: and express an enzyme (PH20) that
−Removed: degrades the tumor stroma barrier.
−Removed: If confirmed in Phase 2 and later clinical trials, these features significantly differentiate VCN products from competing OVs and will enable VCN products to be co-administered with other therapeutic modalities such as chemotherapy and immune therapy to improve cancer treatment outcomes.
+Added: and express an enzyme (PH20) that degrades the tumor stroma barrier.
+Added: If confirmed in Phase 2 and later clinical trials, we believe these features significantly differentiate Theriva Biologics’ products from competing OVs and will enable our products to be co-administered with other therapeutic modalities such as chemotherapy and immune therapy to improve cancer treatment outcomes.
Corporate History
4 unchanged sentences
On August 10, 2018, we effected a one for thirty-five reverse stock split of our authorized, issued and outstanding common stock.
+Added: On July 15, 2022, we effected a one for ten reverse stock split of our authorized, issued and outstanding common stock.
+Added: On October 12, 2022, we changed our name to Theriva Biologics, Inc.
Human Capital
1 unchanged sentence
Prior to the VCN Acquisition, we employed 9 individuals, all of whom were full-time employees, of which 5 were part of our research and clinical development team and clinical development team and 4 were part of our financial reporting and accounting team.
−Removed: As of March 16, 2022, we employed 16 individuals, all of whom are full-time employees, of which 5 were part of our research and clinical development team in the United States and six were part of VCN’s research and clinical development team located in Spain, one is part of VCN’s management team located in Spain and 4 were part of our financial reporting and accounting team located in the United States.
+Added: As of March 30, 2023, we employed 21 individuals, all of whom are full-time employees, of which 6 were part of our research and clinical development team in the United States and 9 are part of VCN’s research and clinical development team located in Spain, 1 is part of VCN’s management team located in Spain and 4 are part of our financial reporting and accounting team located in the United States.
A significant number of our management and professional employees have had prior experience with pharmaceutical, biotechnology or medical product companies.
19 unchanged sentences
Our principal executive offices are located at 9605 Medical Center Drive, Suite 270, Rockville, Maryland 20850.
−Removed: VCN personnel will continue to operate from laboratories and office space leased from Grifols at Avinguda de la Generalitat, 152, 08174 Sant Cugat del Vallès, Barcelona, Spain.
+Added: VCN personnel will continue to operate from laboratories and office space leased from Grifols at Torrent de Can Ninou, naus 5-6, 08150 – Parets del Vallès, Barcelona, Spain.
Available Information
−Removed: Additional information about Synthetic Biologics is contained at our website, www.syntheticbiologics.com .
−Removed: Information contained on our website is not incorporated by reference into, and does not form any part of, this Annual Report on Form 10-K.
+Added: Additional information about Theriva Biologics is contained at our website, www.Therivabio.com .
+Added: Information contained on our website is not incorporated by reference into, and does not form any part of, this Annual Report.
We have included our website address as a factual reference and do not intend it to be an active link to our website.
5 unchanged sentences
The address of that website is www.sec.gov .
−Removed: Investing in our securities involves a high degree of risk.
−Removed: In addition to the risks related to our business set forth in this Annual Report and the other information included in this Annual Report, you should carefully consider the risks described below before purchasing our securities.
−Removed: Additional risks, uncertainties and other factors not presently known to us or that we currently deem immaterial may also impair our business operations.
−Removed: RISKS RELATED TO THE ACQUISITION OF VCN
−Removed: The combined company may not experience the anticipated strategic benefits of the Acquisition.
−Removed: While we anticipate certain benefits from our Acquisition of VCN, we may not be able to realize the expected benefits.
−Removed: We may not be able to integrate the two businesses successfully, and we could assume unknown or contingent liabilities.
−Removed: The VCN intellectual property may not have the scientific value and commercial potential which we envision.
−Removed: Any failure of the Acquisition to meet our expectations could have a material negative effect on our results of operations.
−Removed: There can be no assurance that the anticipated benefits of the Acquisition will materialize or that if they materialize will result in increased stockholder value or revenue stream to the combined company.
−Removed: We may be unable to successfully integrate the VCN businesses with our current management and structure.
−Removed: Our failure to successfully complete the integration of VCN could have an adverse effect on our prospects, business activities, cash flow, financial condition, results of operations and stock price.
−Removed: Integration challenges may include the following:
−Removed: ● assimilating VCN’s technology and retaining personnel, especially in light of the fact that VCN’s operations are in Spain;
−Removed: ● estimating the capital, personnel and equipment required for VCN based on the historical experience of management with the businesses they are familiar with;
−Removed: ● minimizing potential adverse effects on existing business relationships.
−Removed: We do not anticipate generating revenue from VCN product or technology sales for many years.
−Removed: We do not expect to derive revenue from the sale of VCN-01 for many years and there can be no assurance that regulatory approvals will be received or if received that they will be received when anticipated.
−Removed: In order to develop VCN product or technology we will have to devote significant resources to VCN product or technology and will need to raise additional capital to fully develop the newly acquired product candidates.
−Removed: We have agreed to use reasonable efforts to commercialize VCN-01 and we agreed as a post- closing covenant to commit to fund VCN’s research and development programs, including but not limited to VCN-01 PDAC phase 2 clinical trial, VCN-01 RB pivotal trial and necessary G&A within a budgetary plan of approximately $27.8 million.
−Removed: Obtaining requisite regulatory approvals for the clinical trials of VCN-01 are anticipated to require significant expenditures.
−Removed: We have incurred significant losses from operations to date and expect our expenses to increase in connection with our ongoing activities, and the addition of VCN’s activities.
−Removed: In order to fully develop the newly acquired VCN product candidates we will need to raise additional capital.
−Removed: There can be no assurance that funding will be available on acceptable terms on a timely basis, or at all.
−Removed: The various ways that we could raise capital carry potential risks.
−Removed: Any additional sources of financing will likely involve the issuance of our equity securities, which will have a dilutive effect on our stockholders.
−Removed: If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our technologies or tests or grant licenses on terms that are not favorable to us.
−Removed: The market price of our common stock following the Acquisition may decline as a result of the Acquisition.
−Removed: The market price of our common stock may decline as a result of the Acquisition for a number of reasons including if:
−Removed: ● investors react negatively to the prospects of the post-Acquisition business and prospects;
−Removed: ● the effect of the Acquisition on our business and prospects is not consistent with the expectations of financial or industry analysts;
−Removed: ● the post-Acquisition company does not achieve the perceived benefits of the Acquisition as rapidly or to the extent anticipated by financial or industry analysts.
−Removed: Our stockholders will experience substantial dilution from the issuance of the Acquisition consideration and may not realize a benefit from the Acquisition commensurate with the ownership dilution they will experience in connection with the Acquisition.
−Removed: Our stockholders will experience substantial dilution from the issuance of the Acquisition consideration.
−Removed: If post-Acquisition we are unable to realize the full strategic and financial benefits currently anticipated from the Acquisition, our securityholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the post-merger company is able to realize only part of the strategic and financial benefits currently anticipated from the merger.
−Removed: RISKS RELATED TO OUR BUSINESS
−Removed: We will need to raise additional capital to operate our business and our failure to obtain funding when needed may force us to delay, reduce or eliminate certain of our development programs or commercialization efforts.
−Removed: During the year ended December 31, 2021, our operating activities used net cash of approximately $12.9 million and as of December 31, 2021 our cash and cash equivalents were $67.3 million.
−Removed: With the exception of the three months ended December 31, 2017 and June 30, 2010, we have experienced significant losses since inception and have a significant accumulated deficit.
−Removed: As of December 31, 2021, our accumulated deficit totaled approximately $271.3 million on a consolidated basis.
−Removed: Pursuant to the Purchase Agreement, we have agreed to use reasonable efforts to commercialize VCN-01 and we agreed as a post- closing covenant to commit to fund VCN's research and development programs, including but not limited to VCN-01 PDAC phase 2 clinical trial, VCN-01 RB pivotal trial and necessary G&A within a budgetary plan of approximately $27.8 million over the next three years.
−Removed: We expect to incur additional operating losses in the future and therefore expect our cumulative losses to increase.
−Removed: With the exception of the quarter ended June 30, 2010, and limited laboratory revenues from Adeona Clinical Laboratory, which we sold in March 2012, we have generated very minimal revenues.
−Removed: do not expect to derive revenue from any source in the near future until we or our potential partners successfully commercialize our products.
−Removed: We expect our expenses to increase in connection with our anticipated activities, particularly as we continue research and development, initiate and conduct clinical trials, and seek marketing approval for our product candidates.
−Removed: Until such time as we receive approval from the FDA and other regulatory authorities for our product candidates, we will not be permitted to sell our products and therefore will not have product revenues from the sale of products.
−Removed: For the foreseeable future we will have to fund all of our operations and capital expenditures from equity and debt offerings, cash on hand, licensing and collaboration fees and grants, if any.
−Removed: We will need to raise additional capital to fund our operations and meet our current timelines and we cannot be certain that funding will be available on acceptable terms on a timely basis, or at all.
−Removed: Based on our current plans, our cash and cash equivalents will be sufficient to complete our planned later stage clinical trials of VCN-01, Phase 1a/2a clinical trial of SYN-004, our Phase 1 single-ascending and multiple-ascending dose clinical trials of SYN-020, and a potential Phase 2a clinical trial of SYN-020 but, may not be sufficient for post-Phase 2a future clinical programs for SYN-020 or additional trials of SYN-004, which are expected to require significant cash expenditures.
−Removed: In addition, based on the significant anticipated cost of a Phase 3 clinical program in a broad indication for SYN-004, we expect it will not be feasible for us to initiate and complete this trial at this time without a partner given the capital constraints tied to our current market cap and share price.
−Removed: Further development of VCN’s product candidates will require additional funding.
−Removed: To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution.
−Removed: Any debt financing, if available, may involve restrictive covenants that may impact our ability to conduct our business and also have a dilutive effect on our stockholders.
−Removed: A failure otherwise to secure additional funds when needed in the future whether through an equity or debt financing or a sufficient amount of capital without a strategic partnership could result in us being unable to complete planned preclinical and clinical trials or obtain approval of our product candidates from the FDA and other regulatory authorities.
−Removed: In addition, we could be forced to delay, discontinue or curtail product development, forego sales and marketing efforts, and forego licensing in attractive business opportunities.
−Removed: Our ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American that place limits on the number and dollar amount of securities that may be sold.
−Removed: There can be no assurances that we will be able to raise the funds needed, especially in light of the fact that our ability to sell securities registered on our registration statement on Form S-3 will be limited until such time the market value of our voting securities held by non-affiliates is $75 million or more.
−Removed: We also may be required to seek collaborators for our product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available.
−Removed: The COVID-19 global health crisis has and could continue to impact our planned operations, including our clinical studies
−Removed: In January 2020, the World Health Organization declared a global pandemic for the novel strain of coronavirus, COVID-19.
−Removed: Since then, the COVID-19 coronavirus has spread to multiple countries, including throughout the United States.
−Removed: We have experienced disruptions that have impacted our business and clinical trials and expect to experience additional disruptions as the pandemic continues, including:
−Removed: ● unwillingness of potential study participants to enroll in new clinical trials and/or visit healthcare facilities;
−Removed: ● postponement of enrollment in our SYN-004 Phase 1b/2a clinical study;
−Removed: ● postponement of the initiation of our SYN-020 Phase 2 studies;
−Removed: ● diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as our clinical trial sites and hospital staff supporting the conduct of our clinical trials;
−Removed: ● interruption of key clinical trial activities, such as clinical site visits by study participants and clinical trial site monitoring, due to limitations on travel imposed or recommended by federal or state governments, employers and others;
−Removed: ● limitations in employee resources that would otherwise be focused on the conduct of our clinical trials, including because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people;
−Removed: ● delays in receiving approval from local regulatory authorities to initiate our planned clinical trials;
−Removed: ● delays in clinical sites receiving the supplies and materials needed to conduct our clinical trials;
−Removed: ● interruption in global shipping that may affect the manufacture and transport of clinical trial materials, such as investigational drug product used in our clinical trials;
−Removed: ● changes in local regulations as part of a response to the COVID-19 coronavirus outbreak which may require us to change the ways in which our clinical trials are conducted, which may result in unexpected costs, or to discontinue the clinical trials altogether;
−Removed: ● delays in necessary interactions with local regulators, ethics committees and other important agencies and contractors due to limitations in employee resources or forced furlough of government employees;
−Removed: ● delay in the timing of interactions with the FDA due to absenteeism by federal employees or by the diversion of their efforts and attention to approval of other therapeutics or other activities related to COVID-19.
−Removed: Our business and the business of the suppliers of our clinical product candidates has been and is expected to continue to be materially and adversely affected by the pandemic.
−Removed: While we are currently not experiencing material delays, such events could result in the delay or complete or partial closure of clinical trial sites or one or more manufacturing facilities which could impact our supply of our clinical product candidates.
−Removed: In addition, it could impact economies and financial markets, resulting in an economic downturn that could impact our ability to raise capital or slow down potential partnering relationships.
−Removed: In response to the spread of COVID-19 as well as public health directives and orders, we have implemented a number of measures designed to ensure employee safety and business continuity.
−Removed: We have limited access to our offices and are allowing our administrative employees to continue their work outside of our offices in order to support the community efforts to reduce the transmission of COVID-19 and protect employees, complying with guidance from federal, state and local government and health authorities.
−Removed: The effects of the governmental orders and our work-from-home policies may negatively impact productivity, disrupt our business and delay our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course.
−Removed: In addition, the COVID-19 outbreak could disrupt our operations due to absenteeism by infected or ill members of management or other employees, or absenteeism by members of management and other employees who elect not to come to work due to the illness affecting others in our office, or due to quarantines.
−Removed: The COVID-19 illness could also impact members of our Board of Directors resulting in absenteeism from meetings of the directors or committees of directors, and making it more difficult to convene the quorums of the full Board of Directors or its committees needed to conduct meetings for the management of our affairs.
−Removed: The global outbreak of the virus continues to rapidly evolve.
−Removed: The extent to which the virus may continue to impact our business and clinical trials will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions and social distancing in the United States, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the disease.
−Removed: We do not yet know the full extent of potential delays or impacts on our business, operations, or the global economy as a whole.
−Removed: While the spread of COVID-19 may eventually be contained or mitigated, there is no guarantee that a future outbreak of this or any other widespread epidemics will not occur, or that the global economy will recover, either of which could seriously harm our business.
−Removed: While we are currently not experiencing any delays, we have in the past experienced delays in clinical testing of our product candidates due to COVID-19 and may in the future experience other delays.
−Removed: These delays may result in the need for trials to be redesigned and may impact whether they will be completed on schedule, if at all.
−Removed: Clinical trials can be delayed for a variety of reasons, including the COVID-19 pandemic, delays in obtaining regulatory approval to commence a clinical trial, in securing clinical trial agreements with prospective sites with acceptable terms, in obtaining institutional review board approval to conduct a clinical trial at a prospective site, in recruiting patients to participate in a clinical trial or in obtaining sufficient supplies of clinical trial materials.
−Removed: Manufacturing considerations for clinical development candidates may include an expected several month lead time following a decision to commence any clinical trial(s) and capacity considerations of our third-party contract manufacturers to provide clinical supply of our product candidates could cause delays in clinical trials.
−Removed: Furthermore, due to the COVID-19 pandemic, many manufacturers have been prioritizing the manufacture of COVD-19 related products, increasing the manufacturing lead times for non-COVID-19 related products.
−Removed: Many factors affect patient enrollment, including the size of the patient population, the proximity of patients to clinical sites, the eligibility criteria for the clinical trial, competing clinical trials and new drugs approved for the conditions we are investigating.
−Removed: Clinical investigators will need to decide whether to offer their patients enrollment in clinical trials of our product candidates versus treating these patients with commercially available drugs that have established safety and efficacy profiles.
−Removed: Any delays in completing our clinical trials will increase our costs, slow down our product development and timeliness and approval process and delay our ability to generate revenue.
−Removed: Business disruptions could seriously harm our future revenue and financial condition and increase costs and expenses.
−Removed: Our operations and those of our third-party suppliers and collaborators could be subject to earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes or other extreme weather conditions, medical epidemics, labor disputes, war or other business interruptions.
−Removed: Any interruption could seriously harm our ability to timely proceed with any clinical programs or to supply product candidates for use in our clinical programs or during commercialization.
−Removed: For example, the current COVID-19 pandemic has, at points, caused an interruption in our clinical trial activities.
−Removed: Additionally, supply chain disruptions impact and may continue to impact our research activities.
−Removed: Moreover, at the end of 2021 and into 2022, tensions between the United States and Russia escalated when Russia amassed large numbers of military ground forces and support personnel on the Ukraine-Russia border and, in February 2022, Russia invaded Ukraine.
−Removed: In response, North Atlantic Treaty Organization, or NATO has deployed additional military forces to Eastern Europe and the Biden administration announced certain sanctions against Russia.
−Removed: The invasion of Ukraine and the retaliatory measures that have been taken, or could be taken in the future, by the United States, NATO, and other countries have created global security concerns that could result in a regional conflict and otherwise have a lasting impact on regional and global economies, any or all of which could disrupt our supply chain, and despite the fact that we currently do not plan any clinical trials in Eastern Europe, may adversely impact the cost and coduct of our international clinical trials of our product candidates.
−Removed: We expect to continue to incur significant operating and capital expenditures.
−Removed: Other than with respect to the three months ended December 31, 2017 and June 30, 2010, we have a history of losses and we have incurred, and will continue to incur, substantial losses and negative operating cash flow.
−Removed: Even if we succeed in developing and commercializing one or more of our product candidates, we may still incur substantial losses for the foreseeable future and may not sustain profitability.
−Removed: We expect that later stage clinical trials, if conducted, including a Phase 3 clinical program of SYN-004 (ribaxamase) for the prevention of aGVHD or CDI, will enroll a greater number of patients than our prior clinical trials and will be more costly than our prior clinical trials.
−Removed: In addition, we anticipate a need for additional employees as we undertake later stage clinical trials.
−Removed: We have also incurred certain obligations pursuant to the terms of the Purchase Agreement including the assumption of $2.4 million of liabilities and have agreed to a post-closing covenant to commit to fund VCN’s research and development programs, including but not limited to VCN-01 PDAC phase 2 trial, VCN-01 RB pivotal trial and necessary G&A within a budgetary plan of approximately $27.8 million.
−Removed: Further development of VCN’s product candidates will require additional expenditures.
−Removed: We also expect to continue to incur significant operating and capital expenditures and anticipate that our expenses will substantially increase in the foreseeable future as we do the following:
−Removed: ● continue to undertake preclinical development and mid and late-stage clinical trials for our product candidates, including SYN-004 (ribaxamase), and SYN-020;
−Removed: ● seek regulatory approvals for our product candidates;
−Removed: ● develop our product candidates for commercialization;
−Removed: ● implement additional internal systems and infrastructure;
−Removed: ● license or acquire additional technologies;
−Removed: ● lease additional or alternative office facilities;
−Removed: ● manufacture product for clinical trials and commercial use;
−Removed: ● hire additional personnel, including members of our management team.
−Removed: We may experience negative cash flow for the foreseeable future as we fund our development and clinical programs with capital expenditures.
−Removed: As a result, we will need to raise additional capital or generate significant revenues in order to achieve and maintain profitability.
−Removed: We may not be able to generate these revenues or achieve profitability in the future.
−Removed: Our failure to achieve or maintain profitability, which we do not anticipate will occur in the near future, could negatively impact the value of our common stock and underlying securities.
−Removed: The actual amount of funds we will need to operate is subject to many risk factors, some of which are beyond our control.
−Removed: The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control.
−Removed: These factors include the following:
−Removed: ● the progress of our research activities;
−Removed: ● the number and scope of our research programs;
−Removed: ● the progress of our preclinical and clinical development activities;
−Removed: ● the progress of the development efforts of parties with whom we have entered into research and development agreements and amount of funding received from partners and collaborators;
−Removed: ● our ability to maintain current research and development licensing arrangements and to establish new research and development and licensing arrangements;
−Removed: ● our ability to achieve our milestones under licensing arrangements;
−Removed: ● the costs associated with manufacturing-related services to produce materials for use in our clinical trials;
−Removed: ● the costs involved in prosecuting and enforcing patent claims and other intellectual property rights;
−Removed: ● the costs incurred to screen and enroll patients;
−Removed: ● The costs and timing of regulatory approvals.
−Removed: We have based our estimate on assumptions that may prove to be wrong.
−Removed: We may need to obtain additional funds sooner or in greater amounts than we currently anticipate.
−Removed: Potential sources of financing include strategic relationships, public or private sales of our shares or debt and other sources.
−Removed: Additionally, we may seek to access the public or private equity markets when conditions are favorable due to our long-term capital requirements.
−Removed: We do not have any committed sources of financing at this time, and it is uncertain whether additional funding will be available when we need it on terms that will be acceptable to us, or at all.
−Removed: We currently have no products approved for commercial sale, have no significant source of revenue and may never generate significant revenue.
−Removed: Our ability to generate revenue depends heavily on:
−Removed: ● our ability to raise additional capital on a timely basis to continue to fund our clinical trials;
−Removed: ● demonstration in current and future clinical trials that our lead product candidates, VCN-01 in PDAC and VCN-01 RB, SYN-004 (ribaxamase) and SYN-020, are safe and effective;
−Removed: ● our ability to seek and obtain regulatory approvals, including with respect to the indications we are seeking;
−Removed: ● successful manufacture and commercialization of our product candidates;
−Removed: ● market acceptance of our products.
−Removed: All of our existing product candidates are in various stages of development and will require extensive additional clinical evaluation, regulatory review and approval, significant marketing efforts and substantial investment before they could provide us with any revenue.
−Removed: As a result, even if we successfully develop, achieve regulatory approval and commercialize our products, we may be unable to generate revenue for many years, if at all.
−Removed: We do not anticipate that we will generate revenue from product sales for at least several years, if at all.
−Removed: If we are unable to generate revenue from product sales, we will not become profitable, and we may be unable to continue our operations.
−Removed: To date we have not conducted any cancer research and development activities and there can be no assurance that we will successfully be able to do so.
−Removed: Prior to the VCN Acquisition, our focus was on the microbiome and our research and development was focused primarily on therapeutics for various microbiome related diseases.
−Removed: Upon the VCN Acquisition, our focus has shifted to the use of oncolytic viruses to treat cancer.
−Removed: Although, we have members of management that have experience in this field, we may not be successful as a company with such focus.
−Removed: In the past Oncolytic Viruses have experienced certain safety challenges.
−Removed: Although current clinical trials of oncolytic virotherapies have supported their role as a potential treatment for cancer, there is the risk of uncontrolled replication in vivo and possible transmission to patients' contacts, such as other patients and health care workers.
−Removed: In recent years, clinical trials to address these concerns have been conducted.
−Removed: Any such transmission by VCN or a competitor would have an adverse impact on VCN’s future research and development efforts.
−Removed: Our research and development efforts may not result in commercially successful products and technologies, which may limit our ability to achieve profitability.
−Removed: We must continue to explore opportunities that may lead to new products and technologies.
−Removed: To accomplish this, we must commit substantial efforts, funds, and other resources to research and development.
−Removed: A high rate of failure is inherent in the research and development of new products and technologies.
−Removed: Any such expenditures that we make will be made without any assurance that our efforts will be successful.
−Removed: Failure can occur at any point in the process, including after significant funds have been invested.
−Removed: The success of our business currently depends on our development, approval and commercialization of our lead product candidates, VCN-01, SYN-004 (ribaxamase) and SYN-020.
−Removed: Our ongoing Phase 1b/2a clinical trial of SYN-004 for the prevention of aGVHD in allogeneic HCT recipients, our fully dosed Phase 1 single ascending and multiple ascending dose studies of SYN-020 and ongoing early-stage clinical trials of VCN-01 are not designed as registrational clinical trials and we currently do not have the necessary funding to complete any late stage registrational clinical trials.
−Removed: There are many uncertainties known and unknown that may affect the outcome of future clinical trials.
−Removed: All of our product candidates, including SYN-004 (ribaxamase), SYN-020 and VCN-01, will require additional clinical and non-clinical development, regulatory review and approval in multiple jurisdictions, substantial investment, access to sufficient commercial manufacturing capacity and significant marketing efforts before we can generate any revenue from product sales.
−Removed: Regardless of whether our clinical trials are deemed to be successful, promising new product candidates may fail to reach the market or may only have limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals or satisfy regulatory criteria, limited scope of approved uses, excessive costs to manufacture, the failure to establish or maintain intellectual property rights, or infringement of the intellectual property rights of others.
−Removed: Failure to obtain regulatory approvals of SYN-004 (ribaxamase), SYN-020 or VCN-01 in a timely manner would have a material adverse impact on our business.
−Removed: Even if we successfully develop SYN-004 (ribaxamase), SYN-020, or VCN-01 or other new products or enhancements, they may be quickly rendered obsolete by changing customer preferences, changing industry standards, or competitors’ innovations.
−Removed: Innovations may not be quickly accepted in the marketplace because of, among other things, entrenched patterns of clinical practice or uncertainty over third-party reimbursement.
−Removed: We cannot state with certainty when or whether any of our products under development will be launched, whether we will be able to develop, license, or otherwise acquire drug candidates or products, or whether any products will be commercially successful.
−Removed: Failure to launch successful new products or new indications for existing products may cause our products to become obsolete, which may limit our ability to achieve profitability.
−Removed: We may form or seek strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements.
−Removed: We may form or seek strategic alliances, create joint ventures or collaborations or enter into additional licensing arrangements with third parties that we believe will complement or augment our development and commercialization efforts with respect to our product candidates and any future product candidates that we may develop.
−Removed: Any of these relationships may require us to incur non-recurring and other charges, increase our near and long-term expenditures, issue securities that dilute our existing stockholders or disrupt our management and business.
−Removed: In addition, we face significant competition in seeking appropriate strategic partners and the negotiation process is time-consuming and complex.
−Removed: Moreover, we may not be successful in our efforts to establish a strategic partnership or other alternative arrangements for our product candidates because they may be deemed to be at too early of a stage of development for collaborative effort and third parties may not view our product candidates as having the requisite potential to demonstrate safety and efficacy.
−Removed: If we license products or businesses, we may not be able to realize the benefit of such transactions if we are unable to successfully integrate them with our existing operations and company culture.
−Removed: We cannot be certain that, following a strategic transaction
−Removed: or license, we will achieve the revenue or specific net income that justifies such transaction.
−Removed: Any delays in entering into new strategic partnership agreements related to our product candidates could delay the development and commercialization of our product candidates in certain geographies for certain indications, which would harm our business prospects, financial condition and results of operations.
−Removed: We may not be able to retain rights licensed to us by others to commercialize key products and may not be able to establish or maintain the relationships we need to develop, manufacture, and market our products.
−Removed: In addition to our own patent applications, we also currently rely on licensing agreements with third party patent holders/licensors for our products.
−Removed: VCN has entered license agreements upon which its technology is dependent.
−Removed: We entered into an option agreement with MGH to enter into an exclusive license to intellectual property and technology related to the use of IAP to maintain GI and microbiome health, diminish systemic inflammation, and treat age-related diseases.
−Removed: There can be no assurance that we will be able to reach agreement on license terms or that the terms will be favorable to us.
−Removed: This license agreement is expected to require us to meet certain diligence requirements and timelines in order to keep the license agreement in effect.
−Removed: In addition, certain license agreements, including the one that may potentially be entered into with MGH, typically contain provisions requiring royalty free non-exclusive licenses to the U.S government if any federal funding was used to invent any of the patents being licensed.
−Removed: In the event we or our sublicensee are not able to meet our diligence requirements contained in the license agreement with MGH or any other license agreement, we may not be able to retain the rights granted under our agreement or renegotiate with our arrangement institution on reasonable terms, or at all.
−Removed: If any license were to terminate and we were to lose the right to commercialize our products, our business opportunity would be adversely affected.
−Removed: Furthermore, we currently have very limited product development capabilities, and limited marketing or sales capabilities.
−Removed: For us to research, develop, and test our product candidates, we would need to contract with outside researchers, in most cases those parties that did the original research and from whom we have licensed the technologies.
−Removed: Our agreement with UT Austin allows UT Austin to terminate its agreement if we fail to comply with the terms of the agreement.
−Removed: We can give no assurances that any of our issued patents licensed to us or any of our other patent applications will provide us with significant proprietary protection or be of commercial benefit to us.
−Removed: Furthermore, the issuance of a patent is not conclusive as to its validity or enforceability, nor does the issuance of a patent provide the patent holder with freedom to operate without infringing the patent rights of others.
−Removed: We may incur additional expenses in connection with our licenses and collaboration arrangements and our development of our product candidates.
−Removed: Our agreements with Washington University and MGH may require that we initiate certain studies and file or have accepted an NDA within a certain amount of time, each of which are costly and will require additional expenditures.
−Removed: Although all manufacturing, preclinical studies and human clinical trials are expensive and difficult to design and implement, costs associated with the manufacturing, research and development of biologic product candidates are generally greater in comparison to small molecule product candidates.
−Removed: Due to our small work force, we expect in future years to require additional personnel to support our later stage research and development efforts.
−Removed: Now that the Acquisition has been consummated, we will require additional employees to support those operations.
−Removed: In addition, we intend to commence manufacturing of SYN-004 (ribaxamase) and SYN-020 materials to support potential future clinical studies which will require us to incur additional expenses.
−Removed: Because development activities in our collaborations are sometimes determined pursuant to joint steering committees, future development costs associated with these programs may be difficult to anticipate and may exceed our expectations.
−Removed: Our actual cash requirements may vary materially from our current expectations for a number of other factors that may include, but are not limited to, unanticipated technical challenges, enrollment challenges, changes in the focus and direction of our development activities or adjustments necessitated by changes in the competitive landscape in which we operate.
−Removed: If we are unable to continue to financially support such collaborations due to our own working capital constraints, we may be forced to delay our activities.
−Removed: If we are unable to obtain additional financing on terms acceptable to us or at all, we may be forced to seek licensing partners or discontinue development.
−Removed: Developments by competitors may render our products or technologies obsolete or non-competitive.
−Removed: The pharmaceutical and biotechnology industries, including the monoclonal antibody industry, are characterized by rapidly evolving technology and intense competition.
−Removed: Our competitors include major multi-national pharmaceutical companies and biotechnology companies developing both generic and proprietary therapies to treat serious diseases.
−Removed: Many of our competitors have drugs that have already been commercialized and therefore benefit from being first to market their products.
−Removed: Many of these companies are well-established and possess technical, human, research and development, financial, and sales and marketing resources significantly greater than ours.
−Removed: In addition, many of our potential competitors have formed strategic collaborations, partnerships and other types of joint ventures with larger, well established industry competitors that afford these companies’ potential research and development and commercialization advantages in the therapeutic areas we are currently pursuing.
−Removed: Academic research centers, governmental agencies and other public and private research organizations are also conducting and financing research activities which may produce products directly competitive to those being developed by us.
−Removed: In addition, many of these competitors may be able to obtain patent protection, obtain FDA and other regulatory approvals and begin commercial sales of their products before us, including for different indications of the same active ingredients that comprise our pipeline products.
−Removed: These competitors will compete with us in product sales as well as recruitment and retention of qualified scientific and management personnel, establishment of clinical trial sites and patient enrollment for clinical trials, as well as in the acquisition of technologies and technology licenses complementary to our programs or advantageous to our business.
−Removed: Companies that currently sell or are developing proprietary products for the prevention and treatment of C.
−Removed: difficile infection include:
−Removed: Actelion Pharmaceutical Ltd.,Artugen Therapeutics, Inc., AzurRx, Inc., Da Volterra, Deinove, Merck & Co.
−Removed: Inc., Merus B.V., Pfizer Inc., Rebiotix, Inc., Seres Therapeutics, Inc., Summit Therapeutics plc., and Vedanta Biosciences, Inc.
−Removed: Companies that sell or are developing products for the treatment or prevention of acute graft-versus-host-disease (aGVHD) include:
−Removed: Amgen, Inc., Astellas Pharma, Janssen Biotech, Inc., Mallinckrodt plc, Novartis International AG, Pfizer, Inc., Roche AG and Takeda Pharmaceutical Company Ltd.
−Removed: Companies that currently sell or are developing proprietary products for pertussis include:
−Removed: GlaxoSmithKline plc, Mitsubishi Tanabe Pharma Corporation and Sanofi S.A.
−Removed: The infectious disease market is highly competitive with many generic and proprietary intravenous and oral formulations available to physicians and their patients.
−Removed: For our monoclonal antibodies, we currently do not expect to be able to deliver our infectious disease candidates via the oral route and may thus be limited to the in-patient and/or acute treatment setting.
−Removed: In addition, academic research centers may develop technologies that compete with our SYN-004, SYN-020, and SYN-005 products and our other technologies.
−Removed: Should clinicians or regulatory authorities view alternative therapeutic regiments as more effective than our products, this might delay or prevent us from obtaining regulatory approval for our products, or it might prevent us from obtaining favorable reimbursement rates from payers, such as Medicare, Medicaid, hospitals and private insurers.
−Removed: We may seek to selectively establish collaborations, and, if we are unable to establish them on commercially reasonable terms, we may have to alter our development and commercialization plans.
−Removed: Our product development programs and the potential commercialization of our clinical product candidates will require substantial additional cash to fund expenses.
−Removed: For some of our product candidates (such as our planned phase 3 clinical trial of SYN-004) we may decide to collaborate with governmental entities or additional pharmaceutical and biotechnology companies for the development and potential commercialization of our product candidates.
−Removed: We face significant competition in seeking appropriate collaborators.
−Removed: Whether we reach a definitive agreement for a collaboration will depend, among other things, upon our assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration and the proposed collaborator’s evaluation of a number of factors.
−Removed: Those factors may include the design or results of clinical trials, the likelihood of approval by the FDA or similar regulatory authorities outside the United States, the potential market for the subject product candidate, the costs and complexities of manufacturing and delivering such product candidate to patients, the potential of competing products, the existence of uncertainty with respect to our ownership of technology, which can exist if there is a challenge to such ownership without regard to the merits of the challenge and industry and market conditions generally.
−Removed: The collaborator may also consider alternative product candidates for similar indications that may be available to collaborate on and whether such a collaboration could be more attractive than the one with our product candidate.
−Removed: If the parties we depend on for supplying substance raw materials for our product candidates and certain manufacturing-related services do not timely supply these products and services in sufficient quality or quantity, it may delay or impair our ability to develop, manufacture and market our product candidates.
−Removed: We rely on suppliers for the substance raw materials of our product candidates and third parties for manufacturing-related services to produce material that meets appropriate content, quality and stability standards and use in clinical trials of our products and, after approval, for commercial distribution.
−Removed: To succeed, clinical trials require adequate supplies of study material, which may be difficult or uneconomical to procure or manufacture and there can be no assurance that we will successfully procure such study material or even if procured, that we can do so in quantities and in a timely manner to allow our clinical trials to proceed as planned.
−Removed: We and our suppliers and vendors may not be able to (i) produce our study material to appropriate standards for use in clinical studies, (ii) perform under any definitive manufacturing, supply or service agreements with us, or (iii) remain in business for a sufficient time to successfully produce and market our product candidates.
−Removed: If we do not maintain important manufacturing and service relationships, we may fail to find a replacement supplier or required vendor or manufacturer which could delay or impair our ability to obtain regulatory approval for our products and substantially increase our costs or deplete profit margins, if any.
−Removed: If we do find replacement manufacturers and vendors, we may not be able to enter into agreements with them on terms and conditions favorable to us and there could be a substantial delay before a new facility could be qualified and registered with the FDA and foreign regulatory authorities.
−Removed: The third-party manufacturers of the active pharmaceutical ingredient (API) and drug product for our lead product candidates, VCN -01, SYN-004 (ribaxamase) and SYN-020, are established cGMP manufacturers.
−Removed: For all other therapeutic areas, we have not yet established cGMP manufacturers for our biologic and drug candidates.
−Removed: We do not currently have definitive agreement with any third party vendor for the manufacture of SYN-004.
−Removed: We currently have only one manufacturer for each of our lead product candidates VCN-01, SYN-004 or SYN-020.
−Removed: Although we believe additional manufacturers are available, if either of our manufacturers were to limit or terminate production or otherwise fail to meet the quality or delivery requirements needed to satisfy the supply commitments, the process of locating and qualifying alternate sources could require up to several months, during which time our production could be delayed.
−Removed: Any curtailment in the availability of VCN-01, SYN-004 (ribaxamase) or SYN-020 could have a material adverse effect on our business, financial position and results of operations.
−Removed: In addition, because regulatory authorities must generally approve raw material sources for pharmaceutical products, changes in raw material suppliers may result in production delays or higher raw material costs.
−Removed: The manufacture of our product candidates requires significant expertise and manufacturers may encounter difficulties in production, particularly in scaling up production.
−Removed: These problems include difficulties with production costs and yields, quality control, including stability of the product and quality assurance testing, shortages of qualified personnel, as well as compliance with federal, state and foreign regulations.
−Removed: We may experience longer than expected lead times with respect to the manufacture of clinical drug supply, which may result from the increase in manufacturing scale necessary to conduct our anticipated late-stage clinical trials and result in trial delays.
−Removed: Furthermore, due to the COVID-19 pandemic, many manufacturers have been prioritizing the manufacture of COVID-19 related products, increasing the manufacturing lead times for non-COVID-19 related products.In addition, any delay or interruption in the supply of clinical trial supplies could delay the completion of our clinical trials, increase the costs associated with conducting our clinical trials and, depending upon the period of delay, require us to commence new clinical trials at significant additional expense or to terminate a clinical trial.
−Removed: We are responsible for ensuring that each of our contract manufacturers comply with the cGMP requirements of the FDA and other regulatory authorities from which we seek to obtain product approval.
−Removed: While we oversee compliance, we do not have control over our manufacturers and their compliance with regulatory requirements.
−Removed: These requirements include, among other things, quality control, quality assurance and the maintenance of records and documentation.
−Removed: The approval process for NDAs includes a review of the manufacturer’s compliance with cGMP requirements.
−Removed: We are responsible for regularly assessing a contract manufacturer’s compliance with cGMP requirements through record reviews and periodic audits and for ensuring that the contract manufacturer takes responsibility and corrective action for any identified deviations.
−Removed: A failure to comply with these requirements may result in fines and civil penalties, suspension of production, suspension or delay in product approval, product seizure or recall, or withdrawal of product approval.
−Removed: Furthermore, if our manufacturers fail to deliver the required commercial quantities on a timely basis and at commercially reasonable prices, we may be unable to meet demand for any approved products and would lose potential revenues.
−Removed: For the proposed Phase 2 clinical trial of VCN-01 in patients with PDAC, we plan to administer, our clinical product candidate, VCN-01, in combination with other approved standard of care drugs.
−Removed: Any problems obtaining the standard of care drugs could result in a delay or interruption in our clinical trials.
−Removed: For each of our planned Phase 2 clinical trial of VCN-01 in patients with PDAC, we plan to administer VCN-01 in combination with already approved standard of care drug, gemcitabine/nab-paclitaxel, for which there has recently been a supply shortage.
−Removed: Therefore, our success will be dependent upon the continued use of and ability to obtain the standard of care drugs.
−Removed: We expect that in any other clinical trials we conduct for additional indications, our clinical product candidate will also be administered in combination with drugs owned by third parties.
−Removed: If any of the standard of care drugs that are used in our clinical trials are unavailable while the trials are continuing, the timeliness and commercialization costs could be impacted.
−Removed: In addition, if any of these other drugs are determined to have safety or efficacy problems, our clinical trials and commercialization efforts would be adversely affected.
−Removed: We may fail to retain or recruit necessary personnel, and we may be unable to secure the services of consultants.
−Removed: As of March 16, 2022, we employed 16 full-time employees, including employees located at VCN's offices in Barcelona, Spain.
−Removed: We have also engaged clinical consultants to advise us on our clinical programs and regulatory consultants to advise us on our dealings with the FDA and other foreign regulatory authorities.
−Removed: Due to our small work force, we expect in future years to require additional personnel to support our later stage research and development efforts.
−Removed: Now that the Acquisition is consummated, we will require additional employees to support those operations.
−Removed: We have been and may be required to retain additional consultants and employees in order to fulfill our obligations under our licenses and collaborations for our development of SYN-004, SYN-020, VCN-01 and our agreements with Washington University and other collaborators.
−Removed: Our future performance will depend in part on our ability to successfully integrate newly hired officers into our management team and our ability to develop an effective working relationship among senior management.
−Removed: Certain of our directors, scientific advisors, and consultants serve as officers, directors, scientific advisors, or consultants of other biopharmaceutical or biotechnology companies that might be developing competitive products to ours.
−Removed: Other than corporate opportunities, none of our directors are obligated under any agreement or understanding with us to make any additional products or technologies available to us.
−Removed: Similarly, we can give no assurances, and we do not expect and stockholders should not expect, that any biomedical or pharmaceutical product or technology identified by any of our directors or affiliates in the future would be made available to us other than corporate opportunities.
−Removed: We can give no assurances that any such other companies will not have interests that are in conflict with our interests.
−Removed: Losing key personnel or failing to recruit necessary additional personnel would impede our ability to attain our development objectives.
−Removed: There is intense competition for qualified personnel in the drug and biologic development areas, and we may not be able to attract and retain the qualified personnel we would need to develop our business.
−Removed: We rely on independent organizations, advisors, and consultants to perform certain services for us, including handling substantially all aspects of regulatory approval, clinical management, manufacturing, marketing, and sales.
−Removed: We expect that this will continue to be the case.
−Removed: Such services may not always be available to us on a timely basis when we need them.
−Removed: We rely extensively on our information technology systems and are vulnerable to damage and interruption.
−Removed: We rely on our information technology systems and infrastructure to process transactions, summarize results and manage our business, including maintaining client and supplier information.
−Removed: Additionally, we utilize third parties, including cloud providers, to store, transfer and process data.
−Removed: Our information technology systems, as well as the systems of our suppliers and other partners, whose systems we do not control, are vulnerable to outages and an increasing risk of continually evolving deliberate intrusions to gain access to company sensitive information.
−Removed: Likewise, data security incidents and breaches by employees and others with or without permitted access to our systems pose a risk that sensitive data may be exposed to unauthorized persons or to the public.
−Removed: A cyber-attack or other significant disruption involving our information technology systems, or those of our vendors, suppliers and other partners, could also result in disruptions in critical systems, corruption or loss of data and theft of data, funds or intellectual property.
−Removed: We may be unable to prevent outages or security breaches in our systems.
−Removed: We remain potentially vulnerable to additional known or yet unknown threats as, in some instances, we, our suppliers and our other partners may be unaware of an incident or its magnitude and effects.
−Removed: We also face the risk that we expose our vendors or partners to cybersecurity attacks.
−Removed: Any or all of the foregoing could adversely affect our results of operations and our business reputation.
−Removed: Any failure to maintain the security of information relating to our patients, customers, employees and suppliers, whether as a result of cybersecurity attacks or otherwise, could expose us to litigation, government enforcement actions and costly response measures, and could disrupt our operations and harm our reputation.
−Removed: In connection with the pre-clinical and clinical development, sales and marketing of our products and services, we may from time to time transmit confidential information.
−Removed: We also have access to, collect or maintain private or confidential information regarding our clinical trials and the patients enrolled therein, employees, and suppliers, as well as our business.
−Removed: Cyberattacks are rapidly evolving and becoming increasingly sophisticated.
−Removed: It is possible that computer hackers and others might compromise our security measures, or security measures of those parties that we do business with now or in the future, and obtain the personal information of patients in our clinical trials, vendors, employees and suppliers or our business information.
−Removed: A security breach of any kind, including physical or electronic break-ins, computer viruses and attacks by hackers, employees or others, could expose us to risks of data loss, litigation, government enforcement actions, regulatory penalties and costly response measures, and could seriously disrupt our operations.
−Removed: Any resulting negative publicity could significantly harm our reputation, which could cause us to lose market share and have an adverse effect on our results of operations.
−Removed: We may face particular data protection, data security and privacy risks in connection with the European Union’s Global Data Protection Regulation and other privacy regulations.
−Removed: Outside of the United States, the laws, regulations and standards in many jurisdictions apply broadly to the collection, use, and other processing of personal information.
−Removed: For example, in the European Union, the collection and use of personal data are governed by the provisions of the General Data Protection Regulation (the “GDPR”).
−Removed: The GDPR, together with national legislation, regulations and guidelines of the European Union.
−Removed: member states governing the processing of personal data, impose strict obligations on entities subject to the GDPR, including but not limited to:
−Removed: (i) accountability and transparency requirements, and enhanced requirements for obtaining valid consent from data subjects;
−Removed: (ii) obligations to consider data protection as any new products or services are developed and to limit the amount of personal data processed;
−Removed: (iii) obligations to comply with the data protection rights of data subjects;
−Removed: and (iv) obligations to report certain personal data breaches to governmental authorities and individuals.
−Removed: Data protection authorities from the different E.U.
−Removed: member states and other European countries may enforce the GDPR and national data protection laws differently, and introduce additional national regulations and guidelines, which adds to the complexity of processing European personal data.
−Removed: Failure to comply with the requirements of the GDPR and the related national data protection laws may result in significant monetary fines and other administrative penalties (the GDPR authorizes fines for certain violations of up to 4% of global annual revenue or €20 million, whichever is greater) as well as civil liability claims from individuals whose personal data was processed.
−Removed: Additionally, expenses associated with compliance could reduce our operating margins.
−Removed: The GDPR also prohibits the transfer of personal data from the E.U.
−Removed: to countries outside of the E.U.
−Removed: unless made to a country deemed by the European Commission to provide adequate protection for personal data or accomplished by means of an approved data transfer mechanism (e.g., standard contractual clauses).
−Removed: Data protection authority guidance and enforcement actions that restrict companies’ ability to transfer data may increase risk relating to data transfers or make it more difficult or impossible to transfer E.U.
−Removed: personal data to the U.S.
−Removed: REGULATORY RISKS
−Removed: If we do not obtain the necessary regulatory approvals in the U.S.
−Removed: and/or other countries we will not be able to develop or sell our product candidates.
−Removed: We cannot assure you that we will receive the approvals necessary to commercialize any of our product candidates or any product candidates we acquire or develop in the future.
−Removed: We will need FDA approval to commercialize our product candidates in the U.S.
−Removed: and approvals from the FDA-equivalent regulatory authorities in foreign jurisdictions to commercialize our product candidates in those jurisdictions.
−Removed: We will be required to conduct clinical trials that will be costly and we currently do not have the funding to complete any registrational clinical trials.
−Removed: We cannot predict whether our clinical trials will demonstrate the safety and efficacy of our product candidates or if the results of any clinical trials will be sufficient to advance to the next phase of development or for approval from the FDA (or equivalent foreign regulatory authorities).
−Removed: We also cannot predict whether our research and clinical approaches will result in drugs or therapeutics that the FDA considers safe and effective for the proposed indications.
−Removed: The FDA has substantial discretion in the drug approval process.
−Removed: The approval process may be delayed by changes in government regulation, future legislation or administrative action or changes in FDA policy that occur prior to or during our regulatory review.
−Removed: Delays in obtaining regulatory approvals may prevent or delay commercialization of, and our ability to derive product revenues from our product candidates;
−Removed: and diminish any competitive advantages that we may otherwise believe that we hold.
−Removed: Even if we comply with all FDA (or equivalent foreign regulatory authorities) requests, the FDA may ultimately reject one or more of our NDAs or BLAs.
−Removed: We may never obtain regulatory clearance for any of our product candidates.
−Removed: Failure to obtain FDA approval of any of our product candidates will severely undermine our business by leaving us without a saleable product, and therefore without any source of revenues, until another product candidate can be developed.
−Removed: There is no guarantee that we will ever be able to develop or acquire another product candidate.
−Removed: In addition, the FDA (or equivalent foreign regulatory authorities) may require us to conduct additional pre-clinical and clinical testing or to perform post-marketing studies, as a condition to granting marketing approval of a product.
−Removed: The results generated after approval could result in loss of marketing approval, changes in product labeling, and/or new or increased concerns about the side effects or efficacy of a product.
−Removed: The FDA has significant post-market authority, including the explicit authority to require post-market studies and clinical trials, labeling changes based on new safety information, and compliance with FDA-approved risk evaluation and mitigation strategies.
−Removed: The FDA’s exercise of its authority has in some cases resulted, and in the future could result, in delays or increased costs during product development, clinical trials and regulatory review, increased costs to comply with additional post-approval regulatory requirements and potential restrictions on sales of approved products.
−Removed: In foreign jurisdictions, we must also receive approval from the appropriate regulatory authorities before we can commercialize any products, which can be time consuming and costly.
−Removed: Foreign regulatory approval processes generally include all of the risks associated with the FDA approval procedures described above but processes, requirements and timelines for approval by these agencies may differ significantly from the FDA.
−Removed: There can be no assurance that we will receive the approvals necessary to commercialize our product candidate for sale outside the United States.
−Removed: If the FDA approves any of our product candidates, the labeling, manufacturing, packaging, adverse event reporting, storage, advertising, promotion and record-keeping for our products will be subject to ongoing FDA requirements and continued regulatory oversight and review.
−Removed: Our drug manufacturers and subcontractors that we retain will be required to comply with FDA and other regulations.
−Removed: We may also be subject to additional FDA post-marketing obligations.
−Removed: If we are not able to maintain regulatory compliance, we may not be permitted to market our product candidates and/or may be subject to product recalls, seizures, suspension of regulatory approval, suspension of production, injunctions or civil or criminal sanctions.
−Removed: The subsequent discovery of previously unknown problems with any marketed product, including adverse events of unanticipated severity or frequency, may result in restrictions on the marketing of the product, and could include withdrawal of the product from the market.
−Removed: Clinical trials are very expensive, time-consuming, and difficult to design and implement.
−Removed: Human clinical trials are very expensive and difficult to design and implement, in part because they are subject to rigorous regulatory requirements.
−Removed: The clinical trial process is also time-consuming.
−Removed: We estimate that clinical trials for our product candidates would take at least several years to complete.
−Removed: Furthermore, failure can occur at any stage of the trials, and we could encounter problems that cause us to abandon or repeat clinical trials.
−Removed: Commencement and completion of clinical trials may be delayed by several factors, including:
−Removed: ● obtaining an IND application with the FDA or foreign equivalent to commence clinical trials;
−Removed: ● identification of, and acceptable arrangements with, one or more clinical sites;
−Removed: ● obtaining IRB or EC approval to commence clinical trials;
−Removed: ● unforeseen safety issues;
−Removed: ● determination of dosing;
−Removed: ● lack of effectiveness during clinical trials;
−Removed: ● slower than expected rates of patient recruitment;
−Removed: ● inability to monitor patients adequately during or after treatment;
−Removed: ● lower than expected rates of patient completion of clinical trials;
−Removed: ● inability to obtain supply of our drug candidate in a timely manner;
−Removed: ● inability or unwillingness of medical investigators to follow our clinical protocols;
−Removed: ● unwillingness of the FDA or foreign equivalent, or IRBs to permit the clinical trials to be initiated.
−Removed: In addition, we, IRBs or the FDA or foreign equivalent may suspend our clinical trials at any time if it appears that we are exposing participants to unacceptable health risks or if IRBs /ECs or the FDA or foreign equivalent finds deficiencies in our submissions or conduct of our trials.
−Removed: The results of our clinical trials may not support our product candidate claims and the results of preclinical studies and completed clinical trials are not necessarily predictive of future results.
−Removed: To date, long-term safety and efficacy have not yet been demonstrated in clinical trials for any of our product candidates.
−Removed: Favorable results in our early studies or trials may not be repeated in later studies or trials as was the case with SYN-010.
−Removed: Even if our clinical trials are initiated and completed as planned, we cannot be certain that the results will support our product candidate claims.
−Removed: Success in preclinical testing and early clinical trials does not ensure that later clinical trials will be successful.
−Removed: Success in VCN’s Phase 1 PDAC clinical trial or Retinoblastoma clinical trial does not ensure success of VCN-01, especially in light of the small number of patients treated in those trials.
−Removed: Success of our predecessor P1A clinical product or positive topline data from our previous SYN-004 (ribaxamase) Phase 1 and Phase 2 clinical trials, does not ensure success of SYN-004 (ribaxamase).
−Removed: Furthermore, the FDA could determine that SYN-004 (ribaxamase) has not demonstrated safety and require additional clinical trials and safety data, despite positive results from our SYN-004 (ribaxamase) Phase 2b clinical trial and the determination by clinical sites investigators and an independent third party that the serious adverse events that occurred in the group that received SYN-004 in our Phase 2b clinical trial were not drug related.
−Removed: We cannot be sure that the results of later clinical trials would replicate the results of prior clinical trials and preclinical testing nor that they would satisfy the requirements of the FDA or other regulatory agencies.
−Removed: Clinical trials may fail to demonstrate that our product candidates are safe for humans and effective for indicated uses.
−Removed: A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials due to lack of efficacy or unacceptable safety issues, notwithstanding promising results in earlier trials.
−Removed: Most product candidates that commence clinical trials are never approved as products.
−Removed: Any such failure could cause us or our sublicensee to abandon a product candidate and might delay development of other product candidates.
−Removed: Preclinical and clinical results are frequently susceptible to varying interpretations that may delay, limit or prevent regulatory approvals or commercialization.
−Removed: Any delay in, or termination of, our clinical trials would delay our obtaining FDA approval for the affected product candidate and, ultimately, our ability to commercialize that product candidate.
−Removed: Difficulties enrolling patients in our clinical trials or delays in enrollment are expected to result in our clinical development activities being delayed or otherwise adversely affected.
−Removed: Delays in patient enrollment may result in increased cost or may adversely affect timing or outcome of planned clinical trials, which could prevent completion of these trials and adversely affect our ability to advance the development of our product candidates.
−Removed: This can lead to delays in completion of clinical trials as well as additional expense for recruitment of patients.
−Removed: In addition, the COVID-19 pandemic may result in fewer technicians being available to conduct clinical testing for patients currently enrolled in our clinical trial.
−Removed: Patients who are administered our product candidates may experience unexpected side effects or other safety risks that could cause a halt in their clinical development, preclude approval of our product candidates or limit their commercial potential.
−Removed: Our clinical trials may be suspended at any time for a number of reasons.
−Removed: We may voluntarily suspend or terminate our clinical trials if at any time we believe that they present an unacceptable risk to the clinical trial patients.
−Removed: In addition, the FDA or other regulatory agencies may order the temporary or permanent discontinuation of our clinical trials at any time if they believe that the clinical trials are not being conducted in accordance with applicable regulatory requirements or that they present an unacceptable safety risk to the clinical trial patients.
−Removed: For example, the FDA or foreign equivalents could determine that VCN -01 or SYN-004 has not demonstrated safety, that adverse events are drug related and require additional clinical trials and safety data, despite positive results from VCN’s Phase 1 clinical trial or our SYN-004 Phase 2b clinical trial and the determination by clinical sites investigators and an independent third party that the adverse events that occurred in the group that received VCN-01 in VCN’s Phase 1 clinical trials or SYN-004 in our Phase 2b clinical trial were not drug related.
−Removed: Administering any product candidate to humans may produce undesirable side effects.
−Removed: These side effects could interrupt, delay or halt clinical trials of our product candidates and could result in the FDA or other regulatory authorities denying further development or
−Removed: approval of our product candidates for any or all targeted indications.
−Removed: Ultimately, some or all of our product candidates may prove to be unsafe for human use.
−Removed: Moreover, we could be subject to significant liability if any volunteer or patient suffers, or appears to suffer, adverse health effects as a result of participating in our clinical trials.
−Removed: Any of these events could prevent us from achieving or maintaining market acceptance of our product candidates and could substantially increase commercialization costs.
−Removed: Our product candidates, if approved for sale, may not gain acceptance among physicians, patients and the medical community, thereby limiting our potential to generate revenues.
−Removed: If one of our product candidates is approved for commercial sale by the FDA or other regulatory authorities, the degree of market acceptance of any approved product by physicians, healthcare professionals and third-party payors and our profitability and growth will depend on a number of factors, including:
−Removed: ● demonstration of safety and efficacy;
−Removed: ● changes in the practice guidelines and the standard of care for the targeted indication;
−Removed: ● relative convenience and ease of administration;
−Removed: ● the prevalence and severity of any adverse side effects;
−Removed: ● budget impact of adoption of our product on relevant drug formularies;
−Removed: ● the availability, cost and potential advantages of alternative treatments, including less expensive generic drugs;
−Removed: ● pricing, reimbursement and cost effectiveness, which may be subject to regulatory control;
−Removed: ● effectiveness of our or any of our partners’ sales and marketing strategies;
−Removed: ● the product labeling or product insert required by the FDA or regulatory authority in other countries;
−Removed: ● the availability of adequate third-party insurance coverage or reimbursement.
−Removed: If any product candidate that we develop does not provide a treatment regimen that is as beneficial as, or is perceived as being as beneficial as, the current standard of care or otherwise does not provide patient benefit, that product candidate, if approved for commercial sale by the FDA or other regulatory authorities, likely will not achieve market acceptance.
−Removed: Our ability to effectively promote and sell any approved products will also depend on pricing and cost-effectiveness, including our ability to produce a product at a competitive price and our ability to obtain sufficient third-party coverage or reimbursement.
−Removed: If any product candidate is approved but does not achieve an adequate level of acceptance by physicians, patients and third-party payors, our ability to generate revenues from that product would be substantially reduced.
−Removed: In addition, our efforts to educate the medical community and third-party payors on the benefits of our product candidates may require significant resources, may be constrained by FDA rules and policies on product promotion, and may never be successful.
−Removed: We depend on third parties, including researchers and sublicensees, who are not under our control.
−Removed: If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to seek or obtain regulatory approval for or commercialize our product candidates.
−Removed: We and VCN depend on independent investigators and scientific collaborators, such as universities and medical institutions or private physician scientists, to advise us and to conduct our preclinical and clinical trials under agreements with us.
−Removed: These collaborators are not our employees and we cannot control the amount or timing of resources that they devote to our programs or the timing of their procurement of clinical-trial data or their compliance with applicable regulatory guidelines.
−Removed: Should any of these scientific inventors/advisors or those of our sublicensee become disabled or die unexpectedly, or should they fail to comply with applicable regulatory guidelines, we or our sublicensee may be forced to scale back or terminate development of that program.
−Removed: They may not assign as great a priority to our programs or pursue them as diligently as we would if we were undertaking those programs ourselves.
−Removed: Failing to devote sufficient time and resources to our drug-development programs, or substandard performance and failure to comply with regulatory guidelines, could result in delay of any FDA applications and our commercialization of the drug candidate involved.
−Removed: These collaborators may also have relationships with other commercial entities, some of which may compete with us.
−Removed: Our collaborators assisting our competitors could harm our competitive position.
−Removed: With respect to our product candidate for pertussis in collaboration with UT Austin, we are dependent on its research laboratories as we have no such facilities or capabilities of our own.
−Removed: If any of the foregoing were to become inaccessible or terminated, it would be difficult for us to develop and commercialize our synthetic biologic product candidates.
−Removed: We have in the past and expect to have in the future agreements with third-party contract research organizations (CROs) under which we have delegated to the CROs the responsibility to coordinate and monitor the conduct of our SYN-004,SYN-020 and VCN-01 clinical trials and to manage data for our clinical programs.
−Removed: Our Phase 1b/2a clinical trial of SYN-004, Phase 1 clinical trials of SYN-020 and anticipated clinical trials for VCN-01 are being conducted by clinical sites over which we have little direct control.
−Removed: We, our CROs and our clinical sites are required to comply with current Good Clinical Practices, or cGCPs, regulations and guidelines issued by the FDA and by similar governmental authorities in other countries where we are conducting clinical trials.
−Removed: We have an ongoing obligation to monitor the activities conducted by our CROs and at our clinical sites to confirm compliance with these requirements.
−Removed: In the future, if we, our CROs or our clinical sites fail to comply with applicable GCPs, the clinical data generated in our clinical trials may be deemed unreliable and the FDA may require us to perform additional clinical trials before approving our marketing applications.
−Removed: In addition, our clinical trials must be conducted with product produced under cGMP regulations and will require a large number of test subjects.
−Removed: Our failure to comply with these regulations may require us to repeat clinical trials, which would delay the regulatory approval process.
−Removed: If our CROs or investigator-sponsored clinical sites do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced, or if the quality or accuracy of the clinical data they obtain is compromised due to their failure to adhere to our clinical protocols, regulatory requirements or for other reasons, our clinical trials may be extended, delayed or terminated, and we may not be able to obtain regulatory approval for or successfully commercialize our product candidates.
−Removed: As a result, our financial results and the commercial prospects for our product candidates would be harmed, our costs could increase, and our ability to generate revenue could be delayed.
−Removed: We currently have no marketing, sales or distribution organization and have no experience in marketing products as a company.
−Removed: If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our product candidates, we may not be able to generate product revenue.
−Removed: We currently have no marketing, sales or distribution capabilities and have no experience in marketing products.
−Removed: We may develop an in-house marketing organization and sales force, which will require significant capital expenditures, management resources and time.
−Removed: We will have to compete with other pharmaceutical and biotechnology companies to recruit, hire, train and retain marketing and sales personnel.
−Removed: If we are unable or decide not to establish internal sales, marketing and distribution capabilities, we will pursue collaborative arrangements regarding the sales and marketing of our products;
−Removed: however, there can be no assurance that we will be able to establish or maintain such collaborative arrangements.
−Removed: Any revenue we receive will depend upon the efforts of such third parties, which may not be successful.
−Removed: We may have little or no control over the marketing and sales efforts of such third parties and our revenue from product sales may be lower than if we had commercialized our product candidates ourselves.
−Removed: We also face competition in our search for third parties to assist us with the sales and marketing efforts of our product candidates.
−Removed: There can be no assurance that we will be able to develop in-house sales and distribution capabilities or establish or maintain relationships with third-party collaborators to commercialize any product in the United States or overseas.
−Removed: Reimbursement may not be available for our product candidates, which would impede sales.
−Removed: Market acceptance and sales of our product candidates may depend on coverage and reimbursement policies and health care reform measures.
−Removed: Decisions about formulary coverage as well as levels at which government authorities and third-party payers, such as private health insurers and health maintenance organizations, reimburse patients for the price they pay for our products as well as levels at which these payors pay directly for our products, where applicable, could affect whether we are able to commercialize these products.
−Removed: We cannot be sure that reimbursement will be available for any of our products.
−Removed: Also, we cannot be sure that coverage or reimbursement amounts will not reduce the demand for, or the price of, our products.
−Removed: If coverage and reimbursement are not available or are available only at limited levels, we may not be able to commercialize our products.
−Removed: In recent years, officials have made numerous proposals to change the health care system in the United States.
−Removed: These proposals include measures that would limit or prohibit payments for certain medical treatments or subject the pricing of drugs to government control.
−Removed: addition, in many foreign countries, particularly the countries of the European Union, the pricing of prescription drugs is subject to government control.
−Removed: If our products are or become subject to government regulation that limits or prohibits payment for our products, or that subjects the price of our products to governmental control, we may not be able to generate revenue, attain profitability or commercialize our products.
−Removed: As a result of legislative proposals and the trend towards managed health care in the United States, third-party payors are increasingly attempting to contain health care costs by limiting both coverage and the level of reimbursement of new drugs.
−Removed: They may also impose strict prior authorization requirements and/or refuse to provide any coverage of uses of approved products for medical indications other than those for which the FDA or foreign equivalent has granted market approvals.
−Removed: As a result, significant uncertainty exists as to whether and how much third-party payors will reimburse patients for their use of newly-approved drugs, which in turn will put pressure on the pricing of drugs.
−Removed: Healthcare reform measures could hinder or prevent our product candidates’ commercial success.
−Removed: government and other governments have shown significant interest in pursuing continued healthcare reform.
−Removed: Any government-adopted reform measures could adversely impact the pricing of healthcare products and services in the United States or internationally and the amount of reimbursement available from governmental agencies or other third-party payors.
−Removed: The continuing efforts of the U.S.
−Removed: and foreign governments, insurance companies, managed care organizations and other payors of health care services to contain or reduce health care costs may adversely affect our ability to set prices for our products which we believe are fair, and our ability to generate revenues and achieve and maintain profitability.
−Removed: New laws, regulations and judicial decisions, or new interpretations of existing laws, regulations and decisions, that relate to healthcare availability, methods of delivery or payment for products and services, or sales, marketing or pricing, may limit our potential revenue, and we may need to revise our research and development programs.
−Removed: The pricing and reimbursement environment may change in the future and become more challenging due to several reasons, including policies advanced by the current executive administration in the United States, new healthcare legislation or fiscal challenges faced by government health administration authorities.
−Removed: Specifically, in both the United States and some foreign jurisdictions, there have been a number of legislative and regulatory proposals to change the health care system in ways that could affect our ability to sell our products profitably.
−Removed: If product liability lawsuits are successfully brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates.
−Removed: We face an inherent risk of product liability lawsuits related to the testing of our product candidates and will face an even greater risk if we sell our product candidates commercially.
−Removed: Currently, we are not aware of any anticipated product liability claims with respect to our product candidates.
−Removed: In the future, an individual may bring a liability claim against us if one of our product candidates causes, or merely appears to have caused, an injury.
−Removed: If we cannot successfully defend ourselves against the product liability claim, we may incur substantial liabilities.
−Removed: Regardless of merit or eventual outcome, liability claims may result in:
−Removed: ● decreased demand for our product candidates;
−Removed: ● injury to our reputation;
−Removed: ● withdrawal of clinical trial participants;
−Removed: ● costs of related litigation;
−Removed: ● initiation of investigations by regulators;
−Removed: ● substantial monetary awards to patients or other claimants;
−Removed: ● distraction of management’s attention from our primary business;
−Removed: ● product recalls;
−Removed: ● loss of revenue;
−Removed: ● the inability to commercialize our product candidates.
−Removed: We have clinical trial liability insurance.
−Removed: We intend to expand our insurance coverage to include the sale of commercial products if marketing approval is obtained for our product candidates.
−Removed: Our current insurance coverage may prove insufficient to cover any liability claims brought against us.
−Removed: In addition, because of the increasing costs of insurance coverage, we may not be able to maintain insurance coverage at a reasonable cost or obtain insurance coverage that will be adequate to satisfy liabilities that may arise.
−Removed: INTELLECTUAL PROPERTY RISKS
−Removed: We rely on patent applications and various regulatory exclusivities to protect some of our product candidates and our ability to compete may be limited or eliminated if we are not able to protect our products.
−Removed: The patent positions of pharmaceutical companies are uncertain and may involve complex legal and factual questions.
−Removed: We may incur significant expenses in protecting our intellectual property and defending or assessing claims with respect to intellectual property owned by others.
−Removed: Any patent or other infringement litigation by or against us could cause us to incur significant expenses and divert the attention of our management.
−Removed: Even for our issued patents, we do not have a guarantee of patent term restoration and marketing exclusivity of the ingredients for our drugs under the Hatch-Waxman Amendments, even if we are granted FDA approval of our products.
−Removed: Others may file patent applications or obtain patents on similar technologies or compounds that compete with our products.
−Removed: We cannot predict how broad the claims in any such patents or applications will be, and whether they will be allowed.
−Removed: Once claims have been issued, we cannot predict how they will be construed or enforced.
−Removed: We may infringe intellectual property rights of others without being aware of it.
−Removed: If another party claims we are infringing their technology, we could have to defend an expensive and time consuming lawsuit, pay a large sum if we are found to be infringing, or be prohibited from selling or licensing our products unless we obtain a license or redesign our product, which may not be possible.
−Removed: We also rely on trade secrets and proprietary know-how to develop and maintain our competitive position.
−Removed: Some of our current or former employees, consultants, scientific advisors, current or prospective corporate collaborators, may unintentionally or willfully disclose our confidential information to competitors or use our proprietary technology for their own benefit.
−Removed: Furthermore, enforcing a claim alleging the infringement of our trade secrets would be expensive and difficult to prove, making the outcome uncertain.
−Removed: Our competitors may also independently develop similar knowledge, methods, and know-how or gain access to our proprietary information through some other means.
−Removed: We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights, as well as costs associated with lawsuits.
−Removed: If any other person files patent applications, or is issued patents, claiming technology also claimed by us in pending applications, we may be required to participate in interference proceedings in the U.S.
−Removed: Patent and Trademark Office to determine priority of invention.
−Removed: We, or our licensors, may also need to participate in interference proceedings involving our issued patents and pending applications of another entity.
−Removed: The European Patent Office and some national patent authorities have formal patent opposition processes where the validity of issued patents may be challenged.
−Removed: If a patent opposition is filed, we, or our licensors, may also need to participate in opposition proceedings involving our issued patents
−Removed: The intellectual property environment in the monoclonal antibody field is particularly complex, constantly evolving and highly fragmented.
−Removed: We have not conducted freedom-to-use patent searches on all aspects of our product candidates or potential product candidates, and we may be unaware of relevant patents and patent applications of third parties.
−Removed: In addition, the freedom-to-use patent searches that have been conducted may not have identified all relevant issued patents or pending patents.
−Removed: We cannot provide assurance that our proposed products in this area will not ultimately be held to infringe one or more valid claims owned by third parties which may exist or come to exist in the future or that in such case we will be able to obtain a license from such parties on acceptable terms.
−Removed: We cannot guarantee that the practice of our technologies will not conflict with the rights of others.
−Removed: In some foreign jurisdictions, we could become involved in opposition proceedings, either by opposing the validity of another’s foreign patent or by persons opposing the validity of our foreign patents.
−Removed: We may also face frivolous litigation or lawsuits from various competitors or from litigious securities attorneys.
−Removed: The cost to us of any litigation or other proceeding relating to these areas, even if deemed frivolous or resolved in our favor, could be substantial and could
−Removed: distract management from our business.
−Removed: Uncertainties resulting from initiation and continuation of any litigation could have a material adverse effect on our ability to continue our operations.
−Removed: If we infringe the rights of others, we could be prevented from selling products or forced to pay damages.
−Removed: If our products, methods, processes, and other technologies are found to infringe the proprietary rights of other parties, we could be required to pay damages, or we may be required to cease using the technology or to license rights from the prevailing party.
−Removed: Any prevailing party may be unwilling to offer us a license on commercially acceptable terms.
−Removed: RISKS RELATING TO OUR SECURITIES
−Removed: We cannot assure you that our common stock will be liquid or that it will remain listed on the NYSE American.
−Removed: Our common stock is listed on the NYSE American.
−Removed: The NYSE American’s listing standards generally mandate that we meet certain requirements relating to stockholders’ equity, stock price, market capitalization, aggregate market value of publicly held shares and distribution requirements.
−Removed: We cannot assure you that we will be able to maintain the continued listing standards of the NYSE American.
−Removed: The NYSE American requires companies to meet certain continued listing criteria including a minimum stockholders’ equity of $6.0 million if an issuer has sustained losses from continuing operations and/or net losses in its five most recent years, as outlined in the NYSE American Company Guide.
−Removed: The NYSE American Company Guide also states that the NYSE normally will not consider removing from listing securities of an issuer if it is in compliance with all of the following:a total value of market capitalization of at least $50.0 million;
−Removed: 1,100,000 publicly-held shares;
−Removed: a market value of publicly held shares of at least $15.0 million;
−Removed: and 400 round lot shareholders.
−Removed: If our common stock falls below $0.20 per share on a 30-trading-day average it will become subject to the continued listing evaluation and follow-up procedures set forth in Section 1009 of the NYSE American Company Guide which could, among other things, result in initiation of immediate delisting procedures.
−Removed: In the event that we were to fail to meet the requirements of NYSE American per share price requirement or stockholders’ equity requirement and we could not timely cure such deficiency, our listing could become subject to NYSE American continued listing evaluation and follow-up procedures, which could result in delisting procedures.
−Removed: We previously received notification from the NYSE American citing failure to comply with the minimum stockholders’ equity continued listing standard as set forth in Part 10, Section 1003 of the Company Guide.
−Removed: Although in the past we have been able to cure previously cited deficiencies, there can be no assurance that we will continue to meet the NYSE American continued listing requirements.
−Removed: In addition, in the future we may not be able to maintain minimum stockholders’ equity and/or issue additional equity securities in exchange for cash or other assets, if available, to maintain certain minimum stockholders’ equity required by the NYSE American.
−Removed: If we are delisted from the NYSE American then our common stock will trade, if at all, only on the over-the-counter market, such as the OTC Bulletin Board securities market, and then only if one or more registered broker-dealer market makers comply with quotation requirements.
−Removed: In addition, delisting of our common stock could depress our stock price, substantially limit liquidity of our common stock and materially adversely affect our ability to raise capital on terms acceptable to us, or at all.
−Removed: Delisting from the NYSE American could also have other negative results, including the potential loss of confidence by suppliers and employees, the loss of institutional investor interest and fewer business development opportunities.
−Removed: We cannot assure you that our common stock will be liquid or that it will remain listed on the NYSE American.
−Removed: A failure to regain compliance with the NYSE American stockholders’ equity requirements or failure to continue to meet the other listing requirements could result in a de-listing of our common stock.
−Removed: We expect to seek to raise additional capital in the future, which may be dilutive to stockholders or impose operational restrictions.
−Removed: We expect to seek to raise additional capital in the future to help fund development of our proposed products.
−Removed: If we raise additional capital through the issuance of equity or of debt securities, the percentage ownership of our current stockholders will be reduced.
−Removed: We may also enter into strategic transactions, issue equity as consideration for acquisitions or part of license issue fees to our licensors, compensate consultants or settle outstanding payables using equity that may be dilutive.
−Removed: We are authorized to issue 200,000,000 shares of common stock, of which 158,437,840 shares of common stock were issued and outstanding as of March 16, 2022.
−Removed: At March 16, 2022, we had reserved 12,600,241 shares of common stock for issuance upon exercise of our outstanding options and warrants.
−Removed: In addition, at such date, we had 200,000 shares of our common stock reserved for future issuance under our equity incentive plans.
−Removed: If all of these securities were to be exercised, the total number of shares of our common stock that we would be required to issue is 12,800,241, which in addition to the 158,437,840 shares issued and outstanding, would leave 28,759,591 authorized but unissued shares of common stock.
−Removed: As a result of our limited number of authorized and unissued shares of common stock, we may have insufficient shares of common stock available to issue in connection with any future equity financing transactions or strategic transactions we may seek to undertake.
−Removed: 2021 Annual Meeting of Shareholders, we sought shareholder approval of an amendment to our Articles of Incorporation, as amended, to increase our authorized number of shares of common stock, which approval was not obtained.
−Removed: Accordingly, we anticipate taking steps, when appropriate, to increase our number of available shares which may have the effect of facilitating such transactions;
−Removed: however, there can be no assurance that we will be successful in obtaining the required approval for any such action.
−Removed: In order to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not be the same as the price per share paid by existing stockholders, thereby subjecting such stockholders to dilution.
−Removed: Our stockholders may experience additional dilution in net book value per share and any additional equity securities may have rights, preferences and privileges senior to those of the holders of our common stock.
−Removed: We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by existing stockholders, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders.
−Removed: In the event that we sell shares or other securities at prices below the exercise price of the warrants that we issued in our October 2018 offering, the price protection anti-dilution provisions of the warrant provide that the exercise price of the warrants sold in our October 2018 offering is to be reduced which may result in additional warrant exercises and additional dilution to stockholders as was the case in 2020 and during the first quarter of 2021 when we utilized our at-the-market facility and the warrant exercise price was reduced.
−Removed: The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the price per share paid by existing stockholders.
−Removed: Holders of our warrants issued in our October 2018 offering have no rights as common stockholders until they exercise their warrants and acquire our common stock.
−Removed: Until the holders of the warrants we issued in our October 2018 offering acquire shares of our common stock by exercising their warrants, the holders of the warrants have no rights as a stockholder with respect to the shares of common stock underlying their securities.
−Removed: Upon exercise of the warrants they will be entitled to the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.
−Removed: Whether the outstanding warrants will have any value will depend on the market conditions for, and the price of, our common stock, which conditions will depend on factors related and unrelated to the success of our clinical development program, and cannot be predicted at this time.
−Removed: If our common stock price does not increase to an amount sufficiently above the exercise price of the warrants during the periods the warrants are exercisable, holders of warrants will be unable to recover any of their investment in the warrants.
−Removed: Because there is no established public trading market for the October 2018 warrants we issued, the liquidity of each such security is limited.
−Removed: We do not expect a market to develop, nor do we intend to apply to list the warrants on any securities exchange.
−Removed: Upon exercise of the warrants, our stockholders will experience dilution.
−Removed: The market price of our common stock has been and may continue to be volatile and adversely affected by various factors.
−Removed: Our stock price has fluctuated in the past, has recently been volatile and may be volatile in the future.
−Removed: By way of example, on February 8, 2021, the price of our common stock closed at $1.17 per share while on October 18, 2021, our stock price closed at $0.4362 per share and on February 3, 2022, our stock price closed at $0.23 per share with no discernable announcements or developments by the company or third parties.
−Removed: We may incur rapid and substantial decreases in our stock price in the foreseeable future that are unrelated to our operating performance or prospects.
−Removed: In addition, the recent outbreak of the novel strain of coronavirus (COVID-19) has caused broad stock market and industry fluctuations.
−Removed: The stock market in general and the market for biotechnology and pharmaceutical companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies.
−Removed: As a result of this volatility, investors may experience losses on their investment in our common stock.
−Removed: The market price of our common stock could fluctuate significantly in response to various factors and events, including:
−Removed: ● investor reaction to our business strategy;
−Removed: ● the success of competitive products or technologies;
−Removed: ● our continued compliance with the listing standards of the NYSE American;
−Removed: ● regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our products;
−Removed: ● results of our clinical trials;
−Removed: ● actions taken by regulatory agencies with respect to our products, clinical studies, manufacturing process or sales and marketing terms;
−Removed: ● variations in our financial results or those of companies that are perceived to be similar to us;
−Removed: ● the success of our efforts to acquire or in-license additional products or product candidates;
−Removed: ● developments concerning our collaborations or partners;
−Removed: ● developments or disputes concerning patents or other proprietary rights, litigation matters and our ability to obtain patent protection for our products;
−Removed: ● our ability or inability to raise additional capital and the terms on which we raise it;
−Removed: ● declines in the market prices of stocks generally;
−Removed: ● trading volume of our common stock;
−Removed: ● sales of our common stock by us or our stockholders;
−Removed: ● general economic, industry and market conditions;
−Removed: ● other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, such as the recent Russian invasion of Ukraine as well as continued and new sanctions against Russia, which restrict a wide range of trade and financial dealings with Russia and Russian persons, public health issues including health epidemics or pandemics, such as the recent outbreak of the novel coronavirus (COVID-19), and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States or elsewhere, could disrupt our operations, disrupt the operations of our suppliers or result in political or economic instability.
−Removed: These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.
−Removed: Further, recent increases are significantly inconsistent with any improvements in actual or expected operating performance, financial condition or other indicators of value.
−Removed: Since the stock price of our common stock has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our common stock could incur substantial losses.
−Removed: In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies.
−Removed: Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects.
−Removed: There can be no guarantee that our stock price will remain at current prices or that future sales of our common stock will not be at prices lower than those sold to investors.
−Removed: Additionally, recently, securities of certain companies have experienced significant and extreme volatility in stock price due to short sellers of shares of common stock, known as a “short squeeze.” These short squeezes have caused extreme volatility in those companies and in the market and have led the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company.
−Removed: Many investors who have purchased shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks have abated.
−Removed: While we have no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we won’t be in the future, and you may lose a significant portion or all of your investment if you purchase our shares at a rate that is significantly disconnected from our underlying value.
−Removed: Our articles of incorporation and bylaws and Nevada law may have anti-takeover effects that could discourage, delay or prevent a change in control, which may cause our stock price to decline.
−Removed: Our articles of incorporation, as amended, our amended and restated bylaws and Nevada law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders.
−Removed: The Board of Directors could authorize the issuance of an additional series of preferred stock that would grant holders preferred rights to our assets upon liquidation, special voting rights, the right to receive dividends before dividends would be declared to common stockholders, and the right to the redemption of such shares, possibly together with a premium, prior to the redemption of the common stock.
−Removed: To the extent that we do issue additional preferred stock, the rights of holders of common stock could be impaired thereby, including without limitation, with respect to liquidation.
−Removed: Provisions of our articles of incorporation, as amended and our amended and restated bylaws may also prevent or frustrate attempts by our stockholders to replace or remove our management.
−Removed: In particular, our articles of incorporation, as amended, and amended and restated bylaws, among other things:
−Removed: ● provide the board of directors with the ability to alter the bylaws without stockholder approval;
−Removed: ● provide that vacancies on the board of directors may be filled by a majority of directors in office, although less than a quorum.
−Removed: We do not intend to pay dividends in the foreseeable future on our common stock.
−Removed: We have never paid cash dividends on our common stock.
−Removed: We currently intend to retain our future earnings, if any, to finance the operation and growth of our business and currently do not plan to pay any cash dividends in the foreseeable future.
−Removed: If we do not pay dividends, our common stock may be less valuable because a return on your investment will only occur if the market price of our common stock price appreciates.
−Removed: Resales of our common stock in the public market by our stockholders may cause the market price of our common stock to fall.
−Removed: We may issue common stock from time to time in connection with future offerings.
−Removed: Any issuance from time to time of new shares of our common stock, or our ability to issue shares of common stock in future offerings, could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings.
−Removed: In turn, these resales could have the effect of depressing the market price for our common stock.
−Removed: The shares of common stock offered under our current Amended and Restated At The Market Issuance Sales Agreement may be sold in “at the market” offerings, and investors who buy shares at different times will likely pay different prices.
−Removed: Investors who purchase shares that are sold under our current Amended and Restated At The Market Issuance Sales Agreement at different times will likely pay different prices, and so may experience different outcomes in their investment results.
−Removed: We will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold, and there is no minimum or maximum sales price.
−Removed: Investors may experience declines in the value of their shares as a result of share sales made at prices lower than the prices they paid.
−Removed: Unresolved Staff Comments
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.