Item 1. Business
ITEM 1 – BUSINESS
Overview
We are a biopharmaceutical company focused on advancing
innovative immuno-oncology technologies addressing difficult to treat cancers. Our proprietary DNase technology is designed to improve
outcomes of existing treatments, including immunotherapies, by targeting neutrophil extracellular traps (“NETs”), which are
involved in cancer growth, metastasis and progression, and contribute to immunotherapy, chemotherapy and radiotherapy resistance.
The DNase technology is designed to target NETs, which
are weblike structures composed of extracellular chromatin coated with histones and other proteins. NETs are expelled by activated neutrophils
in response to microbial or pro-inflammatory challenges. However, excessive production or reduced clearance of NETs can lead to aggravated
inflammatory, hypercoagulability and autoimmune pathologies, as well as creation of pro-tumorigenic niches in the case of cancer growth
and metastasis.
We are focused on advancing the development of our
DNase technology toward a first-in-human, multicenter, dose escalation and dose-expansion study of IV rhDNase I in subjects with locally
advanced or metastatic solid tumors. Our systemic DNase program is initially targeting multi-billion-dollar indications including pancreatic
cancer, including pancreatic ductal adenocarcinoma (“PDAC”), colorectal carcinoma (“CRC”) and other gastrointestinal
cancers. These are all cancer indications with significant unmet need, and with opportunities for substantial improvement of the currently
available therapeutic options.
PDAC has a low rate of early diagnosis, a high mortality
rate and a poor five-year survival prognosis. Symptoms are usually non-specific and as a result, PDAC is often not diagnosed until it
reaches an advanced stage. Once the disease has metastasized, or spread to other organs, it becomes especially difficult to treat. Globally,
there are over 500,000 new pancreatic cancers annually and according to the American Cancer Society, in 2025, an estimated 67,000 people
in the U.S. will be diagnosed with pancreatic cancer, with approximately 52,000 deaths projected from the disease; this translates to
a high mortality rate, as the five-year relative survival rate for pancreatic cancer remains around 13%, which constitutes the highest
mortality rate among solid tumor malignancies; among those diagnosed with metastatic disease, the overall five-year survival rate is only
3%. Recent developments that have improved the survival in many cancer types have not been effective for pancreatic cancer patients, highlighting
the urgent need for the development of newer, more effective therapeutic options. For those few patients that present with earlier stage
PDAC, surgical resection followed by chemotherapy is possible, but for the majority of PDAC patients that present at diagnosis with advanced
disease, chemotherapy is the only option, and has only very limited benefit. Second-line patients that were diagnosed already with metastatic
disease have even fewer therapeutic options. The only approved regimen for second-line patients is Onivyde®, a liposomal irinotecan
in combination with 5FU and LV. For these Stage IV at diagnosis patients reaching second-line therapy, median overall survival is only
4.7 months (Macarulla et al, Pancreas 2020).
CRC is the second most common cause of cancer death
in the U.S. after lung cancer. CRC is the third most commonly diagnosed cancer in males and the second in females, globally, according
to the World Health Organization GLOBOCAN database. According to the American Cancer Society, in 2025, an estimated 154,000 people in
the US will be diagnosed with colorectal cancer, with approximately 53,000 deaths expected from the disease; this translates to around
107,000 new colon cancer cases and 47,000 new rectal cancer cases. CRC is in decline in older patients (>65 years) but that is offset
by a steady increase in CRC diagnoses and deaths in individuals younger than 55 years of age. Despite continued overall declines, CRC
is rapidly shifting to diagnosis at a younger age, at a more advanced stage, and in the left colon/rectum. If CRC is diagnosed at a localized
stage, the 5-year survival rate is 91%. However, if the cancer has spread to surrounding tissues or organs and/or the regional lymph nodes,
the 5-year relative survival rate is 72%. There are numerous treatment options for earlier stage CRC patients, but as they progress to
advanced and metastatic disease (“mCRC”), those options become limited. Approximately 22% of CRC cases have metastasis at
presentation, and 19% will develop metastasis after primary tumor removal. Unfortunately, if CRC has spread to distant parts of the body,
the 5-year relative survival rate is 13%.
All major guidelines recommend patients with mCRC
undergo testing of DNA for high DNA microsatellite instability (MSI-H), a mutation found in approximately 10% of all CRC, and up to 5%
of mCRC. CRC patients that are MSI-H/MMRd (or “mismatch repair deficient”) are candidates for immunotherapy using immune checkpoint
inhibitors (“ICIs”); at present, there are three ICIs approved for MSI-H/MMRd CRC – Keytruda, Opdivo (anti-PD-1 antibodies)
and Yervoy (anti-CTLA-4 antibody). While the ICI response rates in this small subset of CRC are encouraging at around 50%, a significant
number of patients are resistant, or become refractory to ICI therapy. However, the vast majority of mCRC patients (>90%) are microsatellite
stable (“MSS”) and mismatch repair proficient (“MMRp”), where ICIs have not been shown to provide benefit. The
lack of ICI response in this subset is due to poor immunogenicity and immunosuppression. Again, this highlights the urgent need for the
development of newer, more effective therapeutic options.
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A substantial amount of scientific literature has
implicated NETs in the context of cancer pathogenesis and resistance to cancer therapies (including chemo, radio, and immunotherapies
such as checkpoint inhibitors and cell therapies). In published reports, elevated levels of NETs have been a biomarker associated with
poor prognosis in patients with a variety of cancers and in particular, in gastrointestinal cancers. In addition, resistance to existing
therapeutic agents can involve the release of immunosuppressive signaling factors from NETs, or physical barriers created by NETs, which
can impede the infiltration, activity, and survival of cytotoxic T cells in the tumor microenvironment. Published preclinical models have
demonstrated the effectiveness of systemically administered DNase, alone or in combination with other agents, for the elimination of NETs
and prevention of tumor growth and metastasis. We are currently focused on advancing our systemic DNase program into the clinic as an
adjunctive therapy for pancreatic carcinoma and locally advanced or metastatic solid tumors, including CRC.
Adoptive transfer of Chimeric Antigen Receptor (“CAR”)
T cells has emerged as one of the most promising advances in cancer immunotherapy. CAR T cell therapy, while highly effective against
blood cancers, faces significant challenges when applied to solid tumors due to the complex tumor microenvironment which hinders CAR T
cell infiltration, persistence, and efficacy, making it difficult for them to reach and attack cancer cells within the solid tumor mass;
this includes barriers like dense connective tissue, abnormal blood vessels, and immunosuppressive cells that can exhaust the CAR T cells,
limiting their anti-tumor activity. To successfully treat solid tumors, CAR T cells must be able to infiltrate, persist, and maintain
anti-tumor function in a hostile tumor microenvironment that is itself immunosuppressive and conducive to tumor cell survival and metastasis.
Published evidence suggests that in addition to immunosuppressive factors, mechanical barriers formed by NETs can impede T-cell penetration
and occlude T-cell contact with tumor cells. Recent approaches to CAR T design include “armored” CAR-T cells, so named because
they can express additional factors to resist immunosuppression or degrade physical components of the tumor’s extracellular matrix,
including NETs. We intend to conduct pre-clinical research with the goal of demonstrating that armoring CAR T cells to secrete DNase can
support depth and durability of response against solid tumor indications. Engineered CAR T cells, designed to recognize cancer-associated
antigens, are capable of sustained and selective killing of tumor cells, with substantial reduction of tumor burden. The conduct of several
CAR T in vivo models has been a primary focus of our Scripps collaboration.
We have partnered with biotechnology and pharmaceutical
companies to develop our proprietary drug delivery platform, PolyXen, and receive royalty payments under an exclusive license arrangement
in the field of blood coagulation disorders. PolyXen is an enabling platform technology for protein and peptide drug delivery. It uses
the biological polymer polysialic acid (“PSA”) to prolong the drug's half-life and potentially improve the stability of therapeutic
peptides and proteins. Both the site of attachment and the length of the PSA chain can influence the properties of the therapeutic by
changing the apparent hydrodynamic radius of the molecule, which in turn, can enhance a number of the biological characteristics of the
therapeutic. It can also be used for small molecule drugs.
We incorporate our patented and proprietary technologies
into drug candidates currently under development with biotechnology and pharmaceutical industry collaborators to create what we believe
will be the next-generation biologic drugs with improved pharmacological properties over existing therapeutics. Our drug candidates have
resulted from our research activities or that of our collaborators and are in the development stage. As a result, we continue to commit
a significant amount of our resources to our research and development activities and anticipate continuing to do so for the near future.
To date, none of our drug candidates have received regulatory marketing authorization or approval in the U.S. by the Food and Drug Administration
(“FDA”) nor in any other countries or territories by any applicable agencies. As noted above, we are receiving ongoing royalties
pursuant to a license of our PolyXen technology to an industry partner. Although we hold a broad patent portfolio, the focus of our internal
efforts in 2025 was on the licensing and advancement of our DNase technology.
We were incorporated under the laws of the State of
Nevada in August 2011. We, directly or indirectly, through our wholly-owned subsidiaries, Hesperix S.A. (“Hesperix”) and Xenetic
Biosciences (U.K.) Limited (“Xenetic U.K.”), and the wholly-owned subsidiaries of Xenetic UK, Lipoxen Technologies Limited
(“Lipoxen”), Xenetic Bioscience, Incorporated and SymbioTec, GmbH (“SymbioTec”), own various U.S. federal trademark
registrations and applications, along with unregistered trademarks and service marks, including but not limited to XCART, OncoHist, PolyXen,
ErepoXen and ImuXen.
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Our Strategy
Our primary focus is aimed at advancing the systemic
DNase program into the clinic as an adjunctive therapy for pancreatic cancer and other locally advanced or metastatic solid tumors, including
CRC. Our goal is to provide solutions in the treatment of solid tumors by improving response and overcoming resistance to checkpoint inhibitors,
chemotherapy, and other standard of care treatments. We also intend to pursue industry collaborations and potential licenses to develop
DNase for other uses and indications.
We intend to pursue orphan and orpha drug designations
and accelerated approval pathways for relevant oncology indications as appropriate in both the U.S. and Europe. If our orphan oncology
drug candidates are granted orphan drug designation, then we may benefit from certain key advantages of orphan status including certain
market exclusivities.
We intend to advance development of our DNase technology
primarily through the use of contract manufacturing, contract research organizations (“CROs”) and academic institutions in
order to efficiently manage our resources. Continuous pipeline growth and advancement of out-licensed drug candidates is dependent, in
part, on our ability to raise sufficient capital and to advance our existing co-development collaborations and strategic arrangements
as well as enter into new such arrangements.
Business Developments
Strategic Review Process
While we believe our DNase platform technology holds
promise, given we are in early stage development, we have initiated a formal strategic review process with the assistance of outside financial
and legal advisors. We are considering a wide range of alternatives to maximize shareholder value, including, but not limited to, the
sale of all or part of the Company or its assets or a business combination, including a “reverse merger”, share exchange or
similarly structured transaction. An independent committee of the Board has engaged in preliminary discussions with third parties regarding
potential transactions. Any such completed transaction could have a significant impact on the Company’s stockholders, including
if the transaction would result in the current investors of the counterparty holding a substantial majority of the Company’s outstanding
common stock following consummation of the potential transaction. Given the preliminary stage of such discussions, at this time there
is no way to quantify the potential impact of a transaction, if any. There is no deadline or definitive timetable set for the completion
of the strategic alternatives process, and there can be no assurance any proposal will be made or accepted, any agreement will be executed,
or any transaction will be consummated in connection with this review. In addition, if we do enter into definitive agreements with respect
to a potential transaction, we expect that consummation of the potential transaction would be subject to a number of conditions, including
approval by our stockholders and Nasdaq, and other customary conditions, which would be out of our control and may never be satisfied.
We remain committed to advancing our DNase technology and do not intend to make further announcements regarding the review process unless
and until the Board approves a specific transaction or otherwise determines that further disclosure is appropriate.
PeriNess Ltd (“PeriNess”)
During the fourth quarter of 2024, we entered into
a clinical trial services agreement with PeriNess, a privately held Israeli company, to advance our development program for our systemic
DNase I oncology program in combination with chemotherapy and immunotherapy platforms for the treatment of pancreatic carcinoma, colorectal
cancer and other locally advanced or metastatic solid tumors toward institutional, investigator led exploratory studies in Israel. Under
this agreement, PeriNess has announced the dosing of patients in an exploratory study of systemic DNase I in combination with Folfirinox
for the first line treatment of unresectable, locally advanced or metastatic pancreatic cancer at Bnei Zion Medical Center. In addition,
PeriNess announced that it had entered into a clinical study agreement with the Tel-Aviv Sourasky Medical Center in Israel to support
an exploratory study of DNase I in combination with anti-CD 19 CAR T cells in patients with large B cell lymphoma.
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Scripps Research Institute (“Scripps Research”)
On March 17, 2023, we entered into a Research Funding
and Option Agreement (the “Scripps Agreement”) with Scripps Research, pursuant to which we agreed to provide Scripps Research
an aggregate of up to $0.9 million to fund research relating to advancing the pre-clinical development of our DNase technology. Under
the Scripps Agreement, we have the option to acquire a worldwide exclusive license to Scripps Research’s rights in the Technology
or Patent Rights (as defined in the Scripps Agreement), as well as a non-exclusive, royalty-free, non-transferrable license to make and
use TSRI Technology (as defined in the Scripps Agreement) solely for our internal research purposes during the performance of the research
program contemplated by the Scripps Agreement. During the second quarter of 2024, the Company amended the Scripps Agreement to extend
the term to October 31, 2024 with no additional funding required.
On November 1, 2024, we entered into a Second Amendment
to the Scripps Agreement with Scripps Research (the “Second Amendment”) extending the term of the Scripps Agreement for an
additional twelve (12) month period and to provide Scripps Research additional funding in an aggregate amount of up to approximately $400,000
to fund continuing research. The research funding is payable by us to Scripps Research on a monthly basis in accordance with a negotiated
budget, which provides for an initial payment of approximately $65,000 on the date of the Amendment and subsequent monthly payments of
approximately $65,000 over a 5-month period. All other terms of the Scripps Agreement remain unchanged.
Effective May 1, 2025, we entered into a Third Amendment
to the Scripps Agreement with Scripps Research (the “Third Amendment”), pursuant to which we expanded the services to be performed
under the Scripps Agreement and provided Scripps Research additional funding in an aggregate amount of up to approximately $0.4 million
to fund continuing research. The research funding is payable by us to Scripps Research on a monthly basis in accordance with a negotiated
budget, which provides for an initial payment of approximately $70,000 on the date of the Third Amendment and subsequent monthly payments
of approximately $70,000 over a 5-month period. All other terms of the Scripps Agreement remain unchanged.
Effective November 1, 2025, we entered into a Fourth
Amendment to the Scripps Agreement with Scripps Research (the “Fourth Amendment”), pursuant to which we extended and expanded
the services to be performed under the Scripps Agreement and provided Scripps Research with additional funding in an aggregate amount
of up to approximately $0.3 million. The research funding is payable by us to Scripps Research on a monthly basis in accordance with a
negotiated budget, which provides for an initial payment of approximately $85,000 on the effective date of the Fourth Amendment and subsequent
monthly payments of approximately $85,000 over a 3-month period. All other terms of the Scripps Agreement remain unchanged.
Effective March 1, 2026, we entered into a Fifth
Amendment to the Scripps Agreement with Scripps Research (the “Fifth Amendment”), pursuant to which we extended and expanded
the services to be performed under the Scripps Agreement and agreed to provide Scripps Research additional funding in an aggregate amount
of up to approximately $0.5 million. The research funding is payable by us to Scripps Research on a monthly basis in accordance with a
negotiated budget, which provides for an initial payment of approximately $80,000 on the effective date of the Fifth Amendment and subsequent
monthly payments of approximately $80,000 over a 5-month period. All other terms of the Scripps Agreement remain unchanged.
University of Virginia (“UVA”)
On December 21, 2023, we entered into a Research Funding
and Material Transfer Agreement with UVA (the “UVA Agreement”) to advance the development of our systemic DNase program. Under
the terms of the UVA Agreement, i n addition to advancing our existing intellectual property,
we have an option to acquire an exclusive license to any new intellectual property arising from the DNase research program. Allan Tsung,
MD, a member of the Company’s Scientific Advisory Board and Chair of the Department of Surgery at the UVA School of Medicine,
oversees the research conducted under the UVA Agreement. In November 2024, we entered into an amendment
to extend the term of the UVA Agreement through December 2025. UVA produced preclinical and translational data under the UVA Agreement
and has investigated combinations of DNase I with immunotherapies in models of primary and metastatic colorectal cancer. The Company is
currently in discussions with UVA concerning completion of current activities and expansion of the scope of work under the UVA Agreement.
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Our Technology and Drug Candidates
Potential Drug Candidates
We incorporate our patented and proprietary technologies
into a number of drug candidates which are currently under development internally or with our biotechnology and pharmaceutical collaborators,
with the goal of creating what we believe will be the next generation of biologic drugs and therapeutics. While we primarily focus on
researching and developing oncology drugs, we also have ownership and other economic interests in drugs being developed by our collaborators
to treat other conditions.
The Technologies
During the year ended December 31, 2025, the focus
of our internal development efforts was on the advancement of our DNase technology. We have not been actively pursuing development efforts
for XCART or PolyXen or any of our other technologies.
DNase
The DNase technology is designed to target NETs, which
are weblike structures composed of extracellular chromatin coated with histones and other proteins. NETs are expelled by activated neutrophils,
in response to microbial or pro-inflammatory challenges. However, excessive production or reduced clearance of NETs can lead to aggravated
inflammatory and autoimmune pathologies, as well as creation of pro-tumorigenic niches in the case of cancer growth and metastasis.
Program Highlights:
·
Exclusive license and sublicense agreements with CLS Therapeutics Ltd. (“CLS”) to develop its interventional DNase technology, which is aimed at improving outcomes of existing treatments, including immunotherapies;
·
Value-driving milestones expected over the next 12 -24 months;
·
Systemic DNase program initially targeting multi-billion-dollar indications including pancreatic carcinoma and other locally advanced or metastatic solid tumors including CRC;
·
Collaboration with UVA to advance the development of our systemic DNase program;
·
Pre-clinical development related to DNase-armored CAR T program has been completed;
·
Advancing mechanism-of-action and translational studies related to DNase-armored CAR T program;
·
Ongoing collaboration with Scripps Research to conduct several CAR T in vivo models and enhance the function of CAR T cells within solid tumor microenvironments; and
·
Exploratory studies in pancreatic cancer and large B cell lymphoma being conducted in Israel medical centers;
Research, Outside Services and Collaborations
Through partner efforts, we are developing our pipeline
of next-generation bio-therapeutics and novel oncology drugs based on our DNase proprietary technology. In order to do this while efficiently
managing our overhead, we rely on the services of contract manufacturers, CROs and our strategic collaborations. We currently do not have
in-house research facilities to pursue these initiatives. Accordingly, continuous pipeline growth and advancement of our technologies
and drug candidates is dependent on several important collaborations and strategic arrangements, including our arrangements with:
·
Catalent Pharma Solutions LLC (“Catalent”),
a global leader in enabling biopharma, cell, gene and consumer health partners to optimize development, launch, and supply of better patient
treatments across multiple modalities;
·
Scripps Research, one of the world’s largest, private non-profit research organizations;
·
The University of Virginia, a non-profit, educational, research and healthcare institution; and
·
PeriNess, a privately held Israeli company focused on the use of DNase I in male infertility.
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Accordingly, in addition to pursuing our development
of the DNase technology, we also have significant interests in drug candidates being developed by our collaborators to treat other conditions.
We may collect some combination of milestone payments and royalties pursuant to these collaborations to the extent that these drugs are
successfully developed and marketed. However, other than royalty payments under a sublicense with Takeda Pharmaceutical Co. Ltd. (together
with its wholly-owned subsidiaries, “Takeda”) and potential royalty payments under our collaboration agreement with PJSC Pharmsynthez
(“Pharmsynthez”), we do not anticipate any milestone or royalty payments in the near term, if at all. For further detail,
please read the section titled “Significant Collaborations and Strategic Arrangements” below.
Our Drug Candidate Pipeline
Our product pipeline contains drug candidates under
development internally and with our biotechnology and pharmaceutical collaborators. The following table summarizes key information regarding
our current drug candidates:
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ErepoXen
ErepoXen, or polysialylated erythropoietin (“PSA-EPO”),
uses our legacy PolyXen platform technology for the treatment of anemia in chronic kidney disease (“CKD”) patients. It is
designed to reduce the dosing frequency by extending the circulating half-life of the therapeutic in the body. We are not pursuing clinical
development of ErepoXen but continue to entertain out-license opportunities for the drug candidate in our licensed territories.
We have collaboration agreements with Pharmsynthez
and Serum Institute to develop and launch ErepoXen in limited markets pursuant to which we will collect royalties if they are successful
in these efforts.
Pharmsynthez received regulatory approval to commence
a Phase II(b)/III human clinical trial of ErepoXen (also known as Epolong) in Russia with patient recruitment completed in 2020. In December
2020, Pharmsynthez reported positive data from this trial of Epolong, a treatment for anemia in patients with chronic kidney disease leveraging
our PolyXen technology. Pharmsynthez filed a registration dossier to obtain approval in Russia and informed us that it had received a
response letter indicating certain deficiencies in the dossier. Pharmsynthez further informed the Company that they developed a gap mitigation
strategy and are awaiting further feedback from regulatory authorities.
Serum Institute informed the Company that it finished
Phase I/II clinical trials in India of ErepoXen for in-center-dialysis patients. Serum Institute further informed the Company that it
is not actively pursuing this program but may seek to leverage Pharmsynthez’ trial data and potential Russian marketing authorization
to request a waiver for a Phase III clinical trial in India, subject to local regulatory authority approval.
Pipeline Expansion Opportunities
Operating under licenses from us within their home
markets, our collaborators can potentially generate preclinical and clinical data related to our technologies across a wide spectrum of
therapeutic areas. Under these agreements, we retain all rights for major markets and co-own the clinical data. We therefore have the
opportunity to utilize the data in our decision-making process regarding development and commercialization in major markets.
Significant Collaborations and Strategic Arrangements
Significant collaborations with Scripps Research, PeriNess and UVA are
described above under the “Business Developments” section of this Item 1 to Part I of the Form 10-K.
Takeda
In October 2017, the Company granted to Takeda the
right to grant a non-exclusive sublicense to certain patents related to our PolyXen technology that were previously exclusively licensed
to Takeda in connection with products related to the treatment of blood and bleeding disorders. Royalty payments of approximately $3.0
million and $2.5 million were recorded as revenue by us during the years ended December 31, 2025 and 2024 and are based on single digit
royalties on net sales of certain covered products.
Catalent Pharma Solutions LLC (“Catalent”)
On June 30, 2022, we entered into a Statement of Work
(the “SOW”) with Catalent to outline the general scope of work, timeline, and pricing pursuant to which Catalent will provide
certain services to the Company to perform current Good Manufacturing Practices (“cGMP”) manufacturing of the Company’s
recombinant protein, Human DNase I. The parties agreed to enter into a Master Services Agreement that will contain terms and conditions
to govern the project contemplated by the SOW and that will supersede the addendum to the SOW containing Catalent’s standard terms
and conditions.
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Other Agreements
We have also entered into various research, development,
license and supply agreements with Serum Institute of India (“Serum Institute”), Pharmsynthez and SynBio, a wholly owned subsidiary
of Pharmsynthez. Our collaborative partners continued to engage in research and development activities with our legacy technologies as
discussed above with no resultant commercial products through December 31, 2025. No amounts were recognized as revenue related to the
Serum Institute, Pharmsynthez or SynBio agreements during each of the years ended December 31, 2025 and 2024.
Our Intellectual Property
We strive to protect and enhance the proprietary technology,
inventions and improvements that are commercially important to our business, including seeking, maintaining and defending patent rights,
whether developed internally or licensed from our collaborators or other third parties. Our policy is to seek to protect our proprietary
position by, among other methods, filing patent applications in the U.S. and in jurisdictions outside of the U.S. covering our proprietary
technology, inventions, improvements and product candidates that are important to the development and implementation of our business.
We also rely on trade secrets and know-how relating to our proprietary technology and product candidates, continuing innovation and in-licensing
opportunities to develop, strengthen and maintain our proprietary position in the field of oncology. We also plan to rely on data exclusivity,
market exclusivity and patent term and supplemental patent certificate extensions when available. Our commercial success will depend in
part on our ability to obtain and maintain patent and other proprietary protection for our technology, inventions and improvements; to
preserve the confidentiality of our trade secrets; to obtain and maintain licenses to use intellectual property owned by third parties;
to defend and enforce our proprietary rights, including any patents that we may own in the future; and to operate without infringing on
the valid and enforceable patents and other proprietary rights of third parties.
Our drug candidates are in various stages of development,
each protected by patent and pending patent applications in the U.S. with the U.S. Patent and Trademark Office (“USPTO”) and
in certain other developed countries. Our first issued patents expired in 2021 with the remaining PolyXen technology expiring over the
next few years as we are not renewing patents and pending patent applications related to our legacy PolyXen technology going forward.
Our DNase patent families include patent applications that were recently filed, with those most recently filed having an expiration date
of 2042.
Our patent strategy is to file patent applications
on innovations and improvements in those jurisdictions that comprise the major pharmaceutical markets in the world or locations where
a pharmaceutical may be manufactured. These jurisdictions generally include for our key patent portfolios, but are not limited to, the
U.S., U.K., Australia, Japan, Canada, South Korea, Israel, China, India, Russia and certain other countries in the European Union (“E.U.”),
though we do not necessarily file a patent application in each of these jurisdictions for every patent family.
As of February 10, 2026, we directly or indirectly
own (e.g., through a license with CLS), through our wholly-owned subsidiaries, Hesperix and Xenetic U.K., and Xenetic U.K.’s wholly-owned
subsidiaries, Lipoxen, XTI and SymbioTec, 32 U.S. and international patents and pending patent applications that cover various aspects
of our technologies. This number includes patents and patent applications that we have acquired or filed covering various aspects of our
DNase and XCART platform technology, including all rights throughout the world in and to patents and patent applications related to “Articles
And Methods Directed To Personalized Therapy Of Cancer.” as well as our other product candidates. More specifically, our patents
and patent applications cover cancer treatments, method of use, drug conjugates, formulations, along with methods of administering polymer
conjugates.
We have also received patent protection for our DNase
technology, which covers the use of DNase for the treatment of cancer and amelioration of the side effects associated with a cancer treatment.
The DNase can be administered alone or in combination with a cancer therapeutic. This portfolio provides coverage for the use of certain
types of CAR-T cells, with or without the addition of a DNase to treat a cancer. The portfolio further covers the use of CAR-T cells with
or without DNase that are administered with an immune checkpoint inhibitor or modulator to treat a cancer.
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Issued patents can provide protection for varying
periods of time, depending upon the date of filing of the patent application, the date of patent issuance and the legal term of patents
in the countries in which they are obtained. In general, patents issued for applications filed in the U.S. can provide exclusionary rights
for twenty years from the earliest effective filing date. In addition, in certain instances, the term of an issued U.S. patent that covers
or claims an FDA approved product can be extended to recapture a portion of the term effectively lost as a result of the FDA regulatory
review period, which is called patent term extension in the United States and supplemental patent certificate in Europe and several other
countries. The restoration period cannot be longer than five years, and the total patent term, including the restoration period, must
not exceed fourteen years following FDA approval. The term of patents outside of the U.S. varies in accordance with the laws of the foreign
jurisdiction but is typically also twenty years from the earliest effective filing date. However, the actual protection afforded by a
patent varies on a product-by-product basis, from country-to-country, and depends upon many factors, including the type of patent, the
scope of its coverage, the availability of regulatory-related extensions, the availability of legal remedies in a particular country and
the validity and enforceability of the patent.
In certain situations, where we work with drugs covered
by one or more patents, our ability to develop and commercialize our technologies may be affected by limitations of our access to these
proprietary drugs. Even if we believe we are free to work with a proprietary drug, we cannot guarantee that we will not be accused of,
or be determined to be, infringing on a third party’s rights and be prohibited from working with the drug or found liable for damages.
Any such restriction on access or liability for damages would have a material adverse effect on our business, results of operations and
financial condition.
The patent positions of pharmaceutical and biotechnology
companies, such as ours, are uncertain and involve complex legal and factual issues. There can be no assurance that patents that have
been issued will be held valid and enforceable in a court of law. Even for patents that are held valid and enforceable, the legal process
associated with obtaining such a judgment is time consuming and costly. Additionally, issued patents can be subject to opposition or other
proceedings that can result in the revocation of the patent or maintenance of the patent in amended form (and potentially in a form that
renders the patent without commercially relevant and/or broad coverage). Further, our competitors may be able to circumvent and otherwise
design around our patents. Even if a patent is issued and enforceable, because development and commercialization of pharmaceutical products
can be subject to substantial delays, patents may expire early and provide only a short period of protection, if any, following the commercialization
of products encompassed by our patent(s). We may have to participate in interference proceedings declared by the USPTO, which could result
in a loss of the patent and/or substantial cost to us. Further, we understand that if any of our pending patent applications do not issue,
or are deemed invalid following issuance, we may lose valuable intellectual property ( IP) protection.
U.S. and foreign patent rights and other proprietary
rights exist that are owned by third parties and relate to pharmaceutical compositions and reagents, medical devices and equipment and
methods for preparation, packaging and delivery of pharmaceutical compositions. We cannot predict with any certainty which, if any, of
these rights will be considered relevant to our technology by authorities in the various jurisdictions where such rights exist, nor can
we predict with certainty which, if any, of these rights will or may be asserted against us by third parties. We could incur substantial
costs in defending ourselves and our partners against any such claims. Furthermore, parties making such claims may be able to obtain injunctive
or other equitable relief, which could effectively block our ability to develop or commercialize some or all of our products in the U.S.
and in other countries and could result in the award of substantial damages. In the event of a claim of infringement, we or our partners
may be required to obtain one or more licenses from third parties. There can be no assurance that we can obtain a license to any technology
that we determine we require on reasonable terms, if at all, or that we could develop or otherwise obtain alternative technology. The
failure to obtain licenses, if required, may have a material adverse effect on our business, results of operations and financial condition.
Further, we may not be able to obtain IP licenses related to the development of our drug candidates on a commercially reasonable basis,
if at all.
It is our policy to require our employees and consultants,
outside scientific collaborators, sponsored researchers and other advisors who receive confidential information from us to execute confidentiality
agreements upon the commencement of employment or consulting relationships with us. These agreements provide that all confidential information
developed or made known to the individual during the course of the individual’s relationship with us is to be kept confidential
and not disclosed to third parties except in specific circumstances. The agreements provide that all inventions conceived by an employee
shall be our property. There can be no assurance, however, that these agreements will provide meaningful protection or adequate remedies
for our trade secrets in the event of unauthorized use or disclosure of such information.
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Manufacturing and Supply
We do not have the capability to manufacture our own
materials necessary to support our drug candidate development programs nor do we intend to acquire such capability as part of our present
business strategy. We currently have the SOW in place with Catalent to produce clinical materials for use in the development of drug candidates
involving our DNase technology.
Government Regulation
General
Government authorities in the U.S. at the federal,
state and local level, and other countries, extensively regulate, among other things, the research, development, testing, manufacture,
quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, marketing and export and
import of products such as those we are developing. Generally, a new drug must be approved by the FDA through the NDA process and a new
biologic must be licensed by the FDA through the biologics license application (“BLA”) process before it may be legally marketed
in the U.S.
U.S. Regulation
Drug Development Process
In the U.S., the FDA regulates drugs under the Federal
Food, Drug, and Cosmetic Act (“FDCA”), and in the case of biologics, also under the Public Health Service Act and the FDCA,
and their implementing regulations. The process of obtaining regulatory approvals and the subsequent compliance with appropriate federal,
state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources. Failure to comply
with the applicable U.S. requirements at any time during the product development process, approval process or after approval may subject
an applicant to administrative actions or judicial sanctions. These actions or sanctions could include the FDA’s refusal to approve
pending applications, withdrawal of an approval, required additional studies, license revocation, a clinical hold, warning letters or
untitled letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals
of government contracts, restitution, disgorgement or civil or criminal penalties. Any agency or judicial enforcement action could have
a material adverse effect on us.
Prior to marketing a drug or biologic in the U.S. the drug or biologic
sponsor generally must complete the following steps:
·
completion of preclinical laboratory tests, animal studies and formulation studies in accordance with Good Laboratory Practices (“GLP”) regulations and other applicable regulations;
·
submission to the FDA of an Investigational New Drug (“IND”), which must become effective before human clinical trials may begin;
·
performance of adequate and well-controlled human clinical trials in accordance with Good Clinical Practice (“GCP”) regulations to establish the safety and efficacy of the proposed drug for its intended use;
·
submission to the FDA of an NDA or BLA;
·
satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance with cGMPs requirements to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity; and
·
FDA review and approval of the NDA or BLA.
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The drug or biologic manufacturer may also be subject
to post-approval regulatory requirements. Once a pharmaceutical candidate is identified for development, it enters the preclinical testing
stage. Preclinical tests include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies. An
IND sponsor must submit the results of the preclinical tests, together with manufacturing information and analytical data, to the FDA
as part of the IND. The sponsor will also include a protocol detailing, among other things, the objectives of the first phase of the clinical
trial, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated, if the first phase lends itself
to an efficacy evaluation. Some preclinical testing may continue even after the IND is submitted. The IND automatically becomes effective
thirty days after receipt by the FDA, unless the FDA, within the thirty-day time period, places the clinical trial on a clinical hold.
In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. Clinical holds
may also be imposed by the FDA at any time before or during clinical trials due to safety concerns about ongoing or proposed clinical
trials or noncompliance with specific FDA requirements, and the trials may not begin or continue until the FDA notifies the sponsor that
the hold has been lifted.
All clinical trials must be conducted under the supervision
of one or more qualified investigators in accordance with GCP regulations. They must be conducted under protocols detailing the objectives
of the trial, dosing procedures, subject selection and exclusion criteria and the safety and effectiveness criteria to be evaluated. Each
protocol must be submitted to the FDA as part of the IND, and timely safety reports must be submitted to the FDA if any serious and unexpected
adverse events occur. An institutional review board (“IRB”) at each institution participating in the clinical trial (or in
some cases an independent IRB) must review and approve each protocol before a clinical trial commences at that institution. As part of
its review, the IRB must also approve the information regarding the trial and the consent form that must be provided to each trial subject
or his or her legal representative, monitor the study until completion and otherwise comply with IRB regulations.
Human clinical trials are typically conducted in three sequential phases
that may overlap or be combined:
·
Phase I : The drug candidate is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. In the case of some products for severe or life-threatening diseases, such as cancer, especially when the product may be too inherently toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients.
·
Phase II : This phase involves clinical trials in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and appropriate dosage.
·
Phase III : Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical study sites. These clinical trials are intended to establish the overall risk-benefit ratio of the drug candidate and provide, if appropriate, an adequate basis for product labeling.
Post-approval trials, sometimes referred to as Phase
IV studies, may be conducted after initial marketing approval. These trials are used to gain additional experience from the treatment
of patients in the intended therapeutic indication. In certain instances, the FDA may mandate the performance of Phase IV clinical trials
as a condition of approval of an NDA or BLA.
The FDA or the sponsor may suspend a clinical trial
at any time on various grounds, including a finding that the research subjects are being exposed to an unacceptable health risk. Similarly,
an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance
with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients. In addition, some clinical
trials are overseen by an independent group of qualified experts organized by the sponsor, known as a data safety monitoring board or
committee. Depending on its charter, this group may determine whether a trial may move forward at designated check points based on access
to certain data from the trial.
Concurrent with clinical trials, sponsors must also
develop additional information about the chemistry and physical characteristics of the drug and finalize a process for manufacturing the
product in commercial quantities in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing
quality batches of the drug candidate and, among other things, the manufacturer must develop methods for testing the identity, strength,
quality and purity of the final drug. In addition, appropriate packaging must be selected and tested and stability studies must be conducted
to demonstrate that the drug candidate does not undergo unacceptable deterioration over its shelf life.
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While the IND is active and before approval, progress
reports summarizing the results of the clinical trials and nonclinical studies performed since the last progress report must be submitted
at least annually to the FDA by the Sponsor, and written IND safety reports must be submitted to the FDA for serious and unexpected suspected
adverse events, findings from other studies suggesting a significant risk to humans exposed to the same or similar drugs, findings from
animal or in-vitro testing suggesting a significant risk to humans and any clinically important increased incidence of a serious suspected
adverse reaction compared to that listed in the protocol or investigator brochure.
There are also requirements governing the reporting
of ongoing clinical trials and completed trial results to public registries. Sponsors of certain clinical trials of FDA-regulated products
are required to register and disclose specified clinical trial information, which is publicly available at www.clinicaltrials.gov. Information
related to the product, patient population, phase of investigation, trial sites and investigators and other aspects of the clinical trial
is then made public as part of the registration. Sponsors are also obligated to discuss the results of their clinical trials after completion.
Disclosure of the results of these trials can be delayed until the new product or new indication being studied has been approved.
U.S. Market Approval Process
The results of product development, preclinical and
other non-clinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on the
chemistry of the drug, proposed labeling and other relevant information will be submitted to the FDA as part of an NDA or BLA requesting
approval to market the product. The submission of an NDA or BLA is subject to the payment of user fees; a waiver of such fees may
be obtained under certain limited circumstances. The FDA reviews all NDAs and BLAs submitted to ensure they are sufficiently complete
for substantive review before it accepts them for filing. The FDA may request additional information rather than accept an NDA or BLA
for filing. In this event, the NDA or BLA must be resubmitted with the additional information. The resubmitted application also is subject
to review before the FDA accepts it for filing.
Once the submission is accepted for filing, the FDA
begins an in-depth substantive review. The FDA may refer the NDA or BLA to an advisory committee for review, evaluation and recommendation
as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendation of an advisory
committee, but it generally follows such recommendations. The approval process is lengthy and often difficult, and the FDA may refuse
to approve an NDA or BLA if the applicable regulatory criteria are not satisfied or may require additional clinical or other data and
information. Even if such data and information are submitted, the FDA may ultimately decide that the NDA or BLA does not satisfy the criteria
for approval. The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for its intended use and
whether its manufacturing is cGMP-compliant to assure and preserve the product’s identity, strength, quality and purity. The FDA
reviews a BLA to determine, among other things whether the product is safe, pure and potent and the facility in which it is manufactured,
processed, packed or held meets standards designed to assure the product’s continued safety, purity and potency. Before approving
an NDA or BLA, the FDA will inspect the facility or facilities where the product is manufactured.
After the FDA evaluates an NDA or BLA, it will issue
an approval letter or a Complete Response Letter. An approval letter authorizes commercial marketing of the drug with prescribing information
for specific indications. A Complete Response Letter indicates that the review cycle of the application is complete and the application
will not be approved in its present form. A Complete Response Letter usually describes the specific deficiencies in the NDA or BLA identified
by the FDA and may require additional clinical data, such as an additional pivotal Phase III trial or other significant and time-consuming
requirements related to clinical trials, nonclinical studies or manufacturing. If a Complete Response Letter is issued, the sponsor must
resubmit the NDA or BLA, addressing all of the deficiencies identified in the letter, or withdraw the application. Even if such data and
information are submitted, the FDA may decide that the NDA or BLA does not satisfy the criteria for approval.
If a product receives regulatory approval, the approval
may be significantly limited to specific diseases and dosages or the indications for use may otherwise be limited, which could restrict
the commercial value of the product. In addition, the FDA may require a sponsor to conduct Phase IV testing, which involves clinical trials
designed to further assess a drug’s safety and effectiveness after NDA or BLA approval, and may require testing and surveillance
programs to monitor the safety of approved products which have been commercialized. The FDA may also place other conditions on approval
including the requirement for a risk evaluation and mitigation strategy (“REMS”) to assure the safe use of the drug. If the
FDA concludes a REMS is needed, the sponsor of the NDA or BLA must submit a proposed REMS. The FDA will not approve the NDA or BLA without
an approved REMS, if required. A REMS could include medication guides, physician communication plans or elements to assure safe use, such
as restricted distribution methods, patient registries and other risk minimization tools. Any of these limitations on approval or marketing
could restrict the commercial promotion, distribution, prescription or dispensing of products. Marketing approval may be withdrawn for
noncompliance with regulatory requirements or if problems occur following initial marketing.
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Orphan Drug Act
The Orphan Drug Act provides incentives to manufacturers
to develop and market drugs or biologics for rare diseases and conditions affecting fewer than 200,000 persons in the U.S. at the time
of application for orphan drug designation or for a patient population greater than 200,000 in the U.S. where there is no reasonable expectation
that the cost of developing the drug or biologic will be recovered from sales in the U.S. The first developer to receive FDA marketing
approval for an orphan drug is entitled to a seven-year exclusive marketing period in the U.S. for that product. However, a drug that
the FDA considers to be clinically superior to, or different from, another approved orphan drug, even though for the same indication,
may also obtain approval in the U.S. during the seven-year exclusive marketing period. In addition, holders of exclusivity for orphan
drugs are expected to assure the availability of sufficient quantities of their orphan drugs to meet the needs of patients. Failure to
do so could result in the withdrawal of marketing exclusivity for the drug.
Pediatric Information
Under the Pediatric Research Equity Act of 2007 (“PREA”),
NDAs or BLAs or supplements to NDAs or BLAs must contain data to assess the safety and effectiveness of the drug for the claimed indication(s)
in all relevant pediatric sub-populations and to support dosing and administration for each pediatric sub-population for which the drug
is safe and effective. The FDA may grant deferrals for submission of data or full or partial waivers. Unless otherwise required by regulation,
PREA does not apply to any drug for an indication for which orphan drug designation has been granted. The Best Pharmaceuticals for Children
Act (“BPCA”) provides sponsors of NDAs with an additional six-month period of market exclusivity for all unexpired patent
or non-patent exclusivity on all forms of the drug containing the active moiety if the sponsor submits results of pediatric studies specifically
requested by the FDA under BPCA within required timeframes. The Biologics Price Competition and Innovation Act provides sponsors of BLAs
an additional six-month extension for all unexpired non-patent market exclusivity on all forms of the biologic containing the active moiety
pursuant to the BPCA if the conditions under the BPCA are met.
The Food and Drug Administration Safety and Innovation
Act (“FDASIA”), which was signed into law on July 9, 2012, amended the FDCA. FDASIA requires that a sponsor who is planning
to submit a marketing application for a drug or biological product that includes a new active ingredient, new indication, new dosage form,
new dosing regimen or new route of administration submit an initial Pediatric Study Plan (“PSP”) within sixty days of an end-of-Phase
II meeting or as may be agreed between the sponsor and FDA. The initial PSP must include an outline of the pediatric study or studies
that the sponsor plans to conduct, including study objectives and design, age groups, relevant endpoints and statistical approach, or
a justification for not including such detailed information, and any request for a deferral of pediatric assessments or a full or partial
waiver of the requirement to provide data from pediatric studies along with supporting information. FDA and the sponsor must reach agreement
on the PSP. A sponsor can submit amendments to an agreed-upon initial PSP at any time if changes to the pediatric plan need to be considered
based on data collected from nonclinical studies, early phase clinical trials, and/or other clinical development programs.
Expedited Development and Review Programs
The FDA has a Fast Track program that is intended
to expedite or facilitate the process for reviewing new drugs and biological products that meet certain criteria. Specifically, new drugs
and biological products are eligible for Fast Track designation if they are intended to treat a serious or life-threatening condition
and demonstrate the potential to address unmet medical needs for the condition. Fast Track designation applies to the combination of the
product and the specific indication for which it is being studied. The sponsor of a new drug or biologic may request the FDA to designate
the drug or biologic as a Fast Track product at any time during the clinical development of the product. For a Fast Track designated product,
the FDA may consider for review sections of the marketing application on a rolling basis before the complete application is submitted,
if the sponsor provides a schedule for the submission of the sections of the application, the FDA agrees to accept sections of the application
and determines that the schedule is acceptable, and the sponsor pays any required user fees upon submission of the first section of the
application.
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Any product submitted to the FDA for marketing, including
under a Fast Track program, may be eligible for other types of FDA programs intended to expedite development and review, such as priority
review and accelerated approval. Fast Track designation, priority review and accelerated approval do not change the standards for approval
but may expedite the development or approval process. Any product is eligible for priority review if it has the potential to provide safe
and effective therapy where no satisfactory alternative therapy exists or a significant improvement in the treatment, diagnosis or prevention
of a disease compared to marketed products. The FDA will attempt to direct additional resources to the evaluation of an application for
a new drug or biological product designated for priority review in an effort to facilitate the review. Additionally, a product may be
eligible for accelerated approval. Drug or biological products studied for their safety and effectiveness in treating serious or life-threatening
illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated approval, which means that
they may be approved on the basis of adequate and well-controlled clinical trials establishing that the product has an effect on a surrogate
endpoint that is reasonably likely to predict a clinical benefit, or on the basis of an effect on a clinical endpoint other than survival
or irreversible morbidity. As a condition of approval, the FDA may require that a sponsor of a drug or biological product receiving accelerated
approval perform adequate and well-controlled post-marketing clinical trials. In addition, the FDA currently requires as a condition for
accelerated approval pre-approval of promotional materials, which could adversely impact the timing of the commercial launch of the product.
If the FDA concludes that a drug shown to be effective can be safely used only if distribution or use is restricted, it will require such
post-marketing restrictions as it deems necessary to assure safe use of the drug, such as (i) distribution restricted to certain facilities
or physicians with special training or experience or (ii) distribution conditioned on the performance of specified medical procedures.
FDASIA established a new category of drugs and biologics
referred to as “breakthrough therapies” that may be eligible to receive Breakthrough Therapy Designation. A sponsor may seek
FDA designation of a drug or biologic candidate as a “breakthrough therapy” if the product is intended, alone or in combination
with one or more other products, to treat a serious or life-threatening disease or condition and preliminary clinical evidence indicates
that the product may demonstrate substantial improvement over existing therapies on one or more clinically significant endpoints, such
as substantial treatment effects observed early in clinical development. The designation includes all of the Fast Track program features,
as well as more intensive FDA interaction and guidance. The Breakthrough Therapy Designation is a distinct status from both accelerated
approval and priority review, which can also be granted to the same drug if relevant criteria are met. If a product is designated as breakthrough
therapy, the FDA will expedite the development and review of such drug. All requests for breakthrough therapy designation will be reviewed
within 60 days of receipt, and the FDA will either grant or deny the request.
The 21st Century Cures Act, enacted in 2016, established
a new expedited approval program for regenerative medicine products, including cell and gene therapies. The Regenerative Medicine Advanced
Therapy (“RMAT”) program established an expedited review program to facilitate development and review of regenerative medicine
therapies intended to address an unmet medical need in patients with serious conditions. An investigational drug is eligible for RMAT
designation if: (1) It meets the definition of regenerative medicine therapy (such as a cell therapy or gene therapy); (2) it is intended
to treat, modify, reverse, or cure a serious condition; and (3) preliminary clinical evidence indicates that the regenerative medicine
therapy has the potential to address unmet medical needs for such condition. Advantages of the RMAT designation include all the benefits
of the fast track and breakthrough therapy designation programs, including early interactions with FDA.
Post-Approval Requirements
Once an approval is granted, the FDA may withdraw
the approval if compliance with regulatory requirements or standards is not maintained or if problems occur after the product reaches
the market. Later discovery of previously unknown problems with a product may result in restrictions on the product or even complete withdrawal
of the product from the market. After approval, some types of changes to the approved product, such as adding new indications, certain
manufacturing changes and additional labeling claims, are subject to further FDA review and approval. Drug and biologics manufacturers
and other entities involved in the manufacture and distribution of approved drugs and biologics are required to register their establishments
with the FDA and certain state agencies and are subject to periodic unannounced inspections by the FDA and certain state agencies for
compliance with cGMP regulations and other laws and regulations.
U.S. Patent Term Restoration and Marketing Exclusivity
The Biologics Price Competition and Innovation Act,
or BPCIA, amended the Public Health Service Act to authorize the FDA to approve similar versions of innovative biologics, commonly known
as biosimilars. A competitor seeking approval of a biosimilar must file an application to establish its molecule as highly similar to
an approved innovator biologic, among other requirements. The BPCIA, however, bars the FDA from approving biosimilar applications based
on the Company’s data for twelve years after an innovator biological product receives initial marketing approval. This twelve-year
period of data exclusivity may be extended by six months, for a total of twelve and a half years, if the FDA requests that the innovator
company conduct pediatric clinical investigations of the product.
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Depending upon the timing, duration and specifics
of the FDA approval of our drug candidates, some of our U.S. patents may be eligible for limited patent term extension under the Drug
Price Competition and Patent Term Restoration Act of 1984, commonly referred to as the Hatch-Waxman Amendments. The Hatch-Waxman Amendments
permit a patent restoration term of up to five years as compensation for patent term lost during product development and the FDA regulatory
review process. However, patent term extension cannot extend the remaining term of a patent beyond a total of fourteen years from the
product’s approval date. The patent term extension period is generally one-half the time between the effective date of an IND and
the submission date of an NDA or BLA plus the time between the submission date of an NDA or BLA and the approval of that application up
to a maximum of five years extension. Only one patent applicable to an approved drug is eligible for the extension, and the application
for the extension must be submitted prior to the expiration of the patent. The USPTO, in consultation with the FDA, reviews and approves
the application for any patent term extension or restoration. In the future, we intend to apply for extension of the patent term for one
of our currently owned or licensed patents to add patent life beyond its current expiration date where reasonably obtainable and depending
on the expected length of the clinical trials and other factors involved in the filing of the relevant NDA or BLA.
Marketing exclusivity provisions under the FDCA can
also delay the submission or the approval of certain marketing applications. The FDCA provides a five-year period of non-patent marketing
exclusivity within the U.S. to the first applicant to obtain approval of an NDA for a new chemical entity. A drug is a new chemical entity
if the FDA has not previously approved any other new drug containing the same active moiety, which is the molecule or ion responsible
for the action of the drug substance. During the exclusivity period, the FDA may not accept for review an abbreviated new drug application
(ANDA), or a 505(b)(2) NDA submitted by another company for another drug based on the same active moiety, regardless of whether the drug
is intended for the same indication as the original innovator drug or for another indication, where the applicant does not own or have
a legal right of reference to all the data required for approval. However, an application may be submitted after four years if it contains
a certification of patent invalidity or non-infringement to one of the patents listed with the FDA by the innovator NDA holder. The FDCA
also provides three years of marketing exclusivity for an NDA or supplement to an existing NDA if new clinical investigations (other than
bioavailability studies) that were conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the
application (e.g., new indications, dosages or strengths of an existing drug). This three-year exclusivity covers only the modification
for which the drug received approval on the basis of the new clinical investigations and does not prohibit the FDA from approving ANDAs
for drugs containing the active agent for the original indication or condition of use. Five-year and three-year exclusivity will not delay
the submission or approval of a full NDA. However, an applicant submitting a full NDA would be required to conduct or obtain a right of
reference to all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and effectiveness.
Pediatric exclusivity is another type of regulatory
market exclusivity in the U.S. under the BPCA. Pediatric exclusivity provides for an additional six months of marketing exclusivity if
a sponsor conducts clinical trials in children as addressed in the section named “Pediatric Information” above. In addition,
orphan drug exclusivity, as described above, may offer a seven-year period of marketing exclusivity, except in certain circumstances.
Foreign Regulation
In addition to regulations in the U.S., we will be
subject to a variety of regulations in other jurisdictions governing, among other things, clinical trials and any commercial sales and
distribution of our drug candidates.
Whether or not we obtain FDA approval for our drug
candidates, we must obtain the requisite approvals from regulatory authorities in foreign countries prior to the commencement of clinical
trials or marketing of the drug candidates in those countries. Certain countries outside of the U.S. have a similar process that requires
the submission of a clinical trial application (“CTA”) much like the IND prior to the commencement of human clinical trials.
In the European Union, for example, a CTA must be submitted to each country’s national health authority and an independent ethics
committee, much like the FDA and the IRB, respectively. Once the CTA is approved in accordance with a country’s requirements, clinical
study development may proceed.
The requirements and process governing the conduct
of clinical trials, product approval and licensing, pricing and reimbursement vary from country to country. In all cases, the clinical
trials are conducted in accordance with GCP and the applicable regulatory requirements and the ethical principles that have their origin
in the Declaration of Helsinki.
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To obtain regulatory approval of an investigational
drug or biological product under European Union regulatory systems, we must submit a marketing authorization application. The application
used to file the NDA or BLA in the U.S. is similar to that required in the European Union, with the exception of, among other things,
country-specific document requirements. The European Union also provides opportunities for market exclusivity. For example, in the European
Union, upon receiving marketing authorization, new chemical entities generally receive eight years of data exclusivity and an additional
two years of market exclusivity. If granted, data exclusivity prevents regulatory authorities in the European Union from referencing the
innovator’s data to assess a generic application. During the additional two-year period of market exclusivity, a generic marketing
authorization can be submitted, and the innovator’s data may be referenced, but no generic product can be marketed until the expiration
of the market exclusivity. However, there is no guarantee that a product will be considered by the European Union’s regulatory authorities
to be a new chemical entity, and products may not qualify for data exclusivity. Products receiving orphan designation in the European
Union can receive ten years of market exclusivity, during which time no similar medicinal product for the same indication may be placed
on the market. An orphan product can also obtain an additional two years of market exclusivity in the European Union for pediatric studies.
No extension to any supplementary protection certificate can be granted on the basis of pediatric studies for orphan indications.
The criteria for designating an “orphan medicinal
product” in the European Union are similar in principle to those in the U.S. Under Article 3 of Regulation (EC) 141/2000, a medicinal
product may be designated as orphan if (1) it is intended for the diagnosis, prevention or treatment of a life-threatening or chronically
debilitating condition; (2) either (a) such condition affects no more than five in 10,000 persons in the European Union when the application
is made, or (b) the product, without the benefits derived from orphan status, would not generate sufficient return in the European Union
to justify investment; and (3) there exists no satisfactory method of diagnosis, prevention or treatment of such condition authorized
for marketing in the European Union, or if such a method exists, the product will be of significant benefit to those affected by the condition,
as defined in Regulation (EC) 847/2000. Orphan medicinal products are eligible for financial incentives such as reduction of fees or fee
waivers and are, upon grant of a marketing authorization, entitled to ten years of market exclusivity for the approved therapeutic indication.
The application for orphan drug designation must be submitted before the application for marketing authorization. The applicant will receive
a fee reduction for the marketing authorization application if the orphan drug designation has been granted, but not if the designation
is still pending at the time the marketing authorization is submitted. Orphan drug designation does not convey any advantage in, or shorten
the duration of, the regulatory review and approval process.
The 10-year market exclusivity may be reduced to six
years if, at the end of the fifth year, it is established that the product no longer meets the criteria for orphan designation, for example,
if the product is sufficiently profitable not to justify maintenance of market exclusivity. In addition, marketing authorization may be
granted to a similar product for the same indication at any time if:
·
the second applicant can establish that its product, although similar, is safer, more effective or otherwise clinically superior;
·
the applicant consents to a second orphan medicinal product application; or
·
the applicant cannot supply enough orphan medicinal products.
For other countries outside of the European Union,
such as countries in Eastern Europe, Latin America or Asia, the requirements governing the conduct of clinical studies, product licensing
or approval, pricing and reimbursement vary from country to country. In all cases, again, the clinical studies are conducted in accordance
with GCP and the applicable regulatory requirements and the ethical principles that have their origin in the Declaration of Helsinki.
If we fail to comply with applicable foreign regulatory
requirements, we may be subject to, among other things, fines, suspension or withdrawal of regulatory approvals, product recalls, seizure
of products, operating restrictions and criminal prosecution.
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Other Regulatory Matters
Manufacturing, sales, promotion and other activities
following product approval are also potentially subject to regulation by numerous regulatory authorities in addition to the FDA, including,
in the U.S., the Centers for Medicare & Medicaid Services, other divisions of the Department of Health and Human Services, the Drug
Enforcement Administration, the Consumer Product Safety Commission, the Federal Trade Commission, the Occupational Safety & Health
Administration, the Environmental Protection Agency and state and local governments. In the U.S., sales, marketing and scientific/educational
programs must also comply with state and federal fraud and abuse laws, including state and federal anti-kickback, false claims, data privacy
and security and physician payment transparency laws. Pricing and rebate programs must comply with the federal health care program (e.g.,
Medicaid) rebate requirements of the U.S. Omnibus Budget Reconciliation Act of 1990 and more recent requirements in the Patient Protection
and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, collectively the Affordable Care Act,
as well as the Inflation Reduction Act of 2022. If products are made available to authorized users of the Federal Supply Schedule of the
General Services Administration, additional laws and requirements apply. The handling of any controlled substances must comply with the
U.S. Controlled Substances Act and Controlled Substances Import and Export Act. Products must meet applicable child-resistant packaging
requirements under the U.S. Poison Prevention Packaging Act. Manufacturing, sales, promotion and other activities are also potentially
subject to federal and state consumer protection and unfair competition laws.
The distribution of pharmaceutical products is subject
to additional requirements and regulations, including extensive record-keeping, licensing, storage and security requirements intended
to prevent the unauthorized sale of pharmaceutical products.
The failure to comply with regulatory requirements
may subject us to possible legal or regulatory action. Depending on the circumstances, failure to meet applicable regulatory requirements
can result in criminal prosecution, fines or other penalties, injunctions, recall or seizure of products, total or partial suspension
of production, denial or withdrawal of product approvals or refusal to allow a firm to enter into supply contracts, including government
contracts. In addition, even if a firm complies with FDA and other requirements, new information regarding the safety or efficacy of a
product could lead the FDA to modify or withdraw product approval. Prohibitions or restrictions on sales or withdrawal of future products
marketed by us could materially affect our business in an adverse way.
Changes in regulations, statutes or the interpretation
of existing regulations, including those resulting from the Trump Administration or the Executive Branch’s actions, could impact
our business in the future by requiring, for example: (i) changes to our manufacturing arrangements; (ii) additions or modifications to
product labeling; (iii) the recall or discontinuation of our products; or (iv) additional record-keeping requirements. If any such changes
were to be imposed, they could adversely affect the operation of our business.
Reimbursement
In both domestic and foreign markets, sales and reimbursement
of any approved products will depend, in part, on the extent to which the costs of such products will be covered by third-party payors,
such as government health programs, commercial insurance and managed healthcare organizations. These third-party payors are increasingly
challenging the prices charged for medical products and services and imposing controls to manage costs. The containment of healthcare
costs has become a priority of federal and state governments and the prices of drugs have been a focus in this effort. Governments have
shown significant interest in implementing cost-containment programs, including price controls, restrictions on reimbursement and requirements
for substitution of generic products. For example, in the U.S. there have been several recent Congressional inquiries and proposed and
enacted federal and state legislation designed to, among other things, bring more transparency to drug pricing, review the relationship
between pricing and manufacturer patient programs, reduce the cost of drugs under Medicare and reform government program reimbursement
methodologies for drugs. Additionally, in May 2018, the Trump Administration laid out a “Blueprint” to lower drug prices and
reduce out-of-pocket costs of drugs that contains additional proposals to increase manufacturer competition, increase the negotiating
power of certain federal healthcare programs, incentivize manufacturers to lower the list price of their products and reduce the out-of-pocket
costs of drug products paid by consumers. In December of 2020, the Trump Administration issued interim final rules focused on attempting
to lower drug prices, including permitting the importation of certain drugs from Canada, most-favored nation pricing for certain drug
categories under Medicare Part B and modifications to the Medicare Part D drug rebate program by modifying the U.S. federal Anti-Kickback
Statute. The Part B most-favored nation rule was blocked from taking effect on January 4, 2021, by a federal judge stating that the rule
was rushed and the public was not provided time to give comment as required by the Administrative Procedures Act. Then, on December 29,
2021, the Centers for Medicare and Medicaid Services (“CMS”) issued a final rule that formally rescinded the most-favored
nation rule. There is also pending litigation to stay the changes to the Medicare Part D drug rebate program and the Anti-Kickback Statute.
On January 30, 2021, the District Court for the District of Columbia granted the parties’ stipulated request to delay the effective
date of the Part D rebate rule to January 1, 2023. On August 7, 2022, Congress passed the Inflation Reduction Act of 2022 which delayed
the implementation of the changes to the Medicare Part D drug rebate program and the U.S. Federal Anti-Kickback Statute until January
2032. It is unclear whether the Trump Administration will renew, resume, or enact any similar efforts or proposals that may impact drug
pricing and/or drug reimbursement in the U.S.
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Additionally, the Inflation Reduction Act of 2022
may impact existing Medicare programs that cover prescription drugs. In addition to other relevant provisions, the Inflation Reduction
Act of 2022 allow the Medicare program to directly negotiate the price of certain high-expenditure prescription drugs covered under Medicare
Parts B and D, starting in the year 2028 and 2026, respectively, by setting certain "maximum fair prices." Moreover, the Inflation
Reduction Act of 2022 requires manufacturers to pay rebates to the federal government if prices of certain drugs covered under the Medicare
program rise faster than the rate of inflation.
More broadly, in 2024, the U.S. Supreme Court in Loper
Bright Enterprises v. Raimondo , overturned the long-standing “Chevron” doctrine, which had accorded deference to an agency's
interpretation of ambiguous laws since 1984. Following the Loper decision, the healthcare space may face increased judicial scrutiny
of agency regulations, as courts are no longer required to defer to federal agencies' interpretations of ambiguous statutes. Although
the full impact of this reversal remains to be seen, this change could lead to significant alterations in how healthcare laws and regulations
are applied and enforced.
At the state level, legislatures have increasingly
passed legislation and implemented regulations designed to control pharmaceutical and biological product pricing, including price or patient
reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures,
and, in some cases, to encourage importation from other countries and bulk purchasing.
Within the U.S., if we obtain appropriate approval
in the future to market any of our product candidates, we may seek approval and coverage for those products under Medicaid, Medicare and
the Public Health Service, or PHS, pharmaceutical pricing program and may also seek to sell the products to federal agencies. Medicaid
is a joint federal and state program that is administered by the states for low-income and disabled beneficiaries. Under the Medicaid
Drug Rebate Program, manufacturers are required to pay a rebate for each unit of product reimbursed by the state Medicaid programs. The
amount of the rebate for each product is set by law and may be subject to an additional discount if certain pricing increases more than
inflation. Medicare is a federal program administered by the federal government that covers individuals age 65 and over as well as those
with certain disabilities. Medicare Part D provides coverage to enrolled Medicare patients for self-administered drugs (i.e., drugs that
do not need to be administered by a physician). Medicare Part D is administered by private prescription drug plans approved by the U.S.
government, and each drug plan and/or pharmacy benefit manager establishes its own Medicare Part D formulary for prescription drug coverage
and pricing, which the drug plan and/or pharmacy benefit manager may modify from time-to-time. Medicare Part B covers most injectable
drugs given in an in-patient setting and some drugs administered by a licensed medical provider in hospital outpatient departments and
doctors’ offices. Medicare Part B is administered by Medicare Administrative Contractors, which generally have the responsibility
of making coverage decisions. Subject to certain payment adjustments and limits, Medicare generally pays for Part B covered drugs based
on a percentage of manufacturer-reported average sales price. Drug products are subject to discounted pricing when purchased by federal
agencies via the Federal Supply Schedule, or FSS. FSS participation is required for a drug product to be covered and paid for by certain
federal agencies and for coverage under Medicaid, Medicare Part B and the PHS pharmaceutical pricing program. FSS pricing is negotiated
periodically with the Department of Veterans Affairs. FSS pricing is intended to not exceed the price that a manufacturer charges its
most-favored non-federal customer for its product. In addition, prices for drugs purchased by the Veterans Administration, Department
of Defense (including drugs purchased by military personnel and dependents through the TRICARE retail pharmacy program), Coast Guard and
PHS are subject to a cap on pricing (known as the “federal ceiling price”) and may be subject to an additional discount if
pricing increases more than inflation. To maintain coverage of drugs under the Medicaid Drug Rebate Program, manufacturers are required
to extend discounts to certain purchasers under the PHS pharmaceutical pricing program. Purchasers eligible for discounts include hospitals
that serve a disproportionate share of financially-needy patients, community health clinics and other entities that receive health services
grants from the PHS.
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In March 2010, the U.S. Congress enacted the Patient
Protection and Affordable Care Act and the Health Care and Education Reconciliation Act, or the Affordable Care Act, which included changes
to the coverage and payment for drug products under government health care programs. Since its enactment, there have been judicial and
Congressional challenges to numerous elements of the Affordable Care Act, as well as efforts by both the executive and legislative branches
of the federal government to repeal or replace certain aspects of the Affordable Care Act. For example, President Trump signed Executive
Orders designed to delay the implementation of certain provisions of the Affordable Care Act or otherwise circumvent some of the requirements
for health insurance mandated by the Affordable Care Act. In addition, the U.S. Congress has considered legislation that would repeal
or repeal and replace all or part of the Affordable Care Act. While Congress has not passed comprehensive repeal legislation, it has enacted
laws that modify certain provisions of the Affordable Care Act, such as removing penalties, starting January 1, 2019, for not complying
with the Affordable Care Act’s individual mandate to carry health insurance, delaying the implementation of certain mandated fees
and increasing the point-of-sale discount that is owed by pharmaceutical manufacturers who participate in Medicare Part D. In December
2018, a Texas U.S. District Court Judge ruled that the Affordable Care Act is unconstitutional in its entirety because the “individual
mandate” was repealed by Congress as part of the Tax Cuts and Jobs Act of 2017, or the Tax Act. Although the Supreme Court ruled
the plaintiffs did not have standing in June of 2021, any other executive, legislative or judicial action to “repeal and replace”
all or part of the Affordable Care Act may have the effect of limiting the amounts that government agencies will pay for healthcare products
and services, which could result in reduced demand for our products or additional pricing pressure, or may lead to significant deregulation,
which could make the introduction of competing products and technologies much easier. Affordable Care Act provisions and other federal
healthcare programs may be adversely affected by broader political or budgetary events, including disputes over healthcare funding and
coverage mechanisms under the Affordable Care Act, such as delays in appropriations or temporary lapses in government funding. In October
2025, disagreements in Congress regarding healthcare funding priorities, including funding related to Affordable Care Act coverage provisions,
contributed to a federal government shutdown until mid-November 2025. Government shutdowns or similar disruptions could impair the operations
of federal agencies responsible for administering healthcare programs, delay regulatory or payment processes, and create additional uncertainty
regarding the administration, coverage, or reimbursement of pharmaceutical products.
Regardless of the future of the Affordable Care Act
provisions, Congress will continue to debate a range of policies that could impact the prices pharmaceutical companies charge for products
or how much they are reimbursed. Moreover, whether and to what extent the Trump Administration will take further actions, whether through
new legislation, changes in regulations, or Executive Orders, that may impact pricing and/or reimbursement for pharmaceutical products
remains to be seen.
Environmental Regulation
In addition to being subject to extensive regulation
by the FDA, we must also comply with environmental regulation insofar as such regulation applies to us or our drug candidates. Our costs
of compliance with environmental regulation as applied to similar pharmaceutical companies are minimal, since we do not currently, nor
do we intend to, engage in the manufacturing of any of our drug candidates. We currently use unaffiliated manufacturers to produce all
of our drug candidate material and receive final material from such manufacturer, without any involvement on our part in the manufacturing
process at any stage of the process.
Although we believe that our safety procedures for
using, handling, storing and disposing of our drug candidate materials comply with the environmental standards required by state and federal
laws and regulations, we cannot completely eliminate the risk of accidental contamination or injury from these materials. We do not carry
a specific insurance policy to mitigate this risk to us or to the environment.
Employees
At December 31, 2025, we employed two full-time employees.
We are not a party to any collective bargaining agreement with our employees, nor are any of our employees a member of any labor unions.
To complement our own professional staff, we utilize
specialists in regulatory affairs, pharmacovigilance, process engineering, manufacturing, quality assurance, preclinical and clinical
development, accounting and business development. These individuals include scientific advisors as well as independent consultants.
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Competition
The biotechnology and pharmaceutical industries are
characterized by rapidly advancing technologies, intense competition, and a strong emphasis on proprietary products. While we believe
that our technology, development experience and scientific knowledge provide us with competitive advantages, we face potential competition
from many different sources, including major pharmaceutical, specialty pharmaceutical and biotechnology companies, academic institutions,
governmental agencies and public and private research institutions. Any product candidates that we successfully develop and commercialize
will compete with existing therapies and new therapies that may become available in the future.
Many of our competitors may have significantly greater
financial resources and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining
regulatory approvals, and marketing approved products than we do. Mergers and acquisitions in the pharmaceutical, biotechnology, and diagnostic
industries may result in even more resources being concentrated among a smaller number of our competitors. These competitors also compete
with us in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites and patient registration
for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs. Smaller or early stage companies
may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.
The key competitive factors affecting the success
of any of our product candidates, if approved, are likely to be their efficacy, safety, side effects, convenience, price, the level of
generic competition, and the availability of reimbursement from government and other third-party payors.
Our commercial opportunity could be reduced or eliminated
if our competitors develop and commercialize products that are safer, more effective, have fewer or less severe side effects, are more
convenient, or are less expensive than any products that we may develop. Our competitors also may obtain FDA or other regulatory approval
for their products more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market
position before we are able to enter the market. In addition, our ability to compete may be affected in many cases by insurers or other
third-party payors seeking to encourage the use of generic products. There are many generic products currently on the market for the indications
that we are pursuing, and additional products are expected to become available on a generic basis over the coming years. If our therapeutic
product candidates are approved, we expect that they will be priced at a significant premium over competitive generic products.
The most common methods of treating patients with
cancer are surgery, radiation and drug therapy, including chemotherapy, hormone therapy, immunotherapy, and targeted drug therapy. There
are a variety of available drug therapies marketed for cancer. In many cases, these drugs are administered in combination to enhance efficacy.
To the extent our product candidates are ultimately used in combination with or as an adjunct to existing drug or other therapies, our
product candidates will not be competitive with them. Some of the currently approved drug therapies are branded and subject to patent
protection, and others are available on a generic basis. Many of these approved drugs are well established therapies and are widely accepted
by physicians, patients and third-party payors. In general, although there has been considerable progress over the past few decades in
the treatment of cancer and the currently marketed therapies provide benefits to many patients, these therapies all are limited to some
extent in their efficacy and frequency of adverse events, and none of them are successful in treating all patients. As a result, the level
of morbidity and mortality from cancer remains high.
DNase for pancreatic cancer and solid tumors
In the field of pancreatic cancer, we will compete
with the few, currently approved treatments for pancreatic carcinoma, including pancreatic ductal adenocarcinoma (“PDAC”).
In the first line setting, Gemcitabine in combination with Abraxane ® or FOLFIRINOX regimen are the current standard of
care, although NALIRIFOX, which substitutes liposomal irinotecan (Onivyde) for irinotecan, is poised to become the standard of care in
first-line treatment of metastatic pancreatic adenocarcinoma. Oncologists have limited options of existing therapies for second-line metastatic
patients. The only FDA-approved second-line treatment is Onivyde ® in combination with Fluorouracil (5FU) and leucovorin
(LV) for gemcitabine-treated patients. In addition to chemotherapy, Merck’s KEYTRUDA ® was approved for MSI-H cancers
(approximately 1% of all cases) and Lynparza ® was approved for maintenance of BRCA (or “BReast CAncer gene”)
mutated pancreatic cancer (approximately 7% of all cases).
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In the last few years there have been a number of
late-stage clinical failures of compounds for advanced PDAC. Most of these failed trials have been based on a single promising endpoint.
There are still a number of compounds in advanced stages of development in PDAC.
With respect to other solid tumors, there are a large
number of companies developing treatments intended to be used in combination with approved immunotherapies, including immune checkpoint
inhibitors, to treat a variety of solid tumor indications. In the field of CRC, there are numerous approved treatments for CRC diagnosed
at earlier stages. However, for mCRC, chemotherapy remains the mainstay of systemic treatment for MSS/MMRp mCRC, which at 85%, represent
the majority of mCRC patients. Chemotherapy regimens will typically consist of a fluoropyrimidine (5-FU or capecitabine) paired in a two-drug
regimen (doublet) with irinotecan or oxaliplatin. Treatment regimens can be 5-FU- or capecitabine-based and can be either oxaliplatin-based
(FOLFOX or CAPEOX) or irinotecan- based (FOLFIRI or CAPIRI) with no difference in survival. Regimens with a three-drug (triplet) combination,
FOLFIRINOX or FOLFOXIRI, are also available as first-line therapy and are commonly paired with the anti-VEGF antibody bevacizumab. Second-line
therapy is tailored according to previous therapies. In general, patients who receive oxaliplatin-based chemotherapy upfront should be
treated with irinotecan-based chemotherapy and vice versa [20–22]. Biologics such as aflibercept ramucirumab are added based on
molecular profiling. After progression on second-line therapy, patients with RAS/BRAF wild-type disease receive an EGFR inhibitor combined
with irinotecan. Alternatively, if they have HER2 mutation, trastuzumab is typically preferred. Patients with the BRAF V600E
mutation typically receive an encorafenib-cetuximab regimen.
For those 15% of patients with MSI-H/MMRd mCRC, immune
checkpoint inhibitors are now the preferred first line therapy. However, 50% of those will fail and the therapeutic options then become
very limited. Immunotherapy is so far largely considered ineffective in MSS/MMRp mCRC. We will compete with novel combinations of ICIs
with conventional cancer drugs or immunotherapeutics that have started to expose vulnerabilities in MSS/MMRp mCRC. These include dual
immune checkpoint inhibition of both the PD-1/L1 axis and CTLA-4. Other combinations being explored include immunotherapies combined with
anti-EGFR antibodies, small molecule VEGFR inhibitors, small molecule inhibitors against other targets (for example, KRAS), and novel
ICIs targeting lymphocyte activation gene 3 (LAG3). These combination have shown modest benefit and with the exception of LAG3, do not
directly address the main reasons for ICI failure, which are lower mutation and neoantigen loads in MSS/MMRp mCRC compared to MSI-H/MMRd
mCRC, and immunosuppression.
PSA for Drug Delivery
Current competing platforms include PEGylation, Fc-fusion,
albumin-fusion, HESylation, PASylation, and CTP-fusion, among others as well as those of academic institutions and other smaller pharmaceutical
companies engaged in drug development. In addition to competing with universities and other research institutions in the development of
drug products, therapies, technologies and processes, we may compete with other companies in acquiring rights to products or technologies
from universities.
Available Information
Our website address is www.xeneticbio.com. The information
on, or that can be accessed through, our website is not part of this Annual Report on Form 10-K. Our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports are available, free of charge, on or through our
website as soon as practicable after we electronically file such forms, or furnish them to, the SEC. The SEC maintains an internet site
that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov.
In addition to disclosing current information pursuant
to Section 13 or 15(d) of the Exchange Act and for reports of information required to be disclosed by Regulation FD through our SEC filings,
we also intend to disclose such current information through our investor relations website, press releases, public conference calls and
webcasts.
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