TransCode Therapeutics, Inc. Announces Closing of Initial Public Offering, Including Full Exercise of Underwriters’ Over-allotment Option

On July 13, 2021 TransCode Therapeutics, Inc. (Nasdaq: RNAZ) ("TransCode" or the "Company"), an emerging RNA oncology company created on the belief that cancer can be defeated through the intelligent design and effective delivery of RNA therapeutics, reported the closing of its initial public offering of 7,187,500 shares of its common stock at a public offering price of $4.00 per share (Press release, TransCode Therapeutics, JUL 13, 2021, View Source [SID1234584823]). Gross proceeds from the offering totaled $28,750,000, before deducting underwriting discounts and offering expenses. The shares sold in the offering include the exercise in full by the underwriters of their over-allotment option to purchase up to 937,500 shares of common stock, in addition to the 6,250,000 shares of the Company’s common stock which the underwriters initially agreed to purchase. The shares sold in the offering began trading on July 9, 2021 on the Nasdaq Capital Market under the symbol "RNAZ".

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The Company intends to use the proceeds for testing required to file an Investigational New Drug application ("IND") for the Phase 0 trial of its lead candidate, TTX-MC138, and for further development of TTX-MC138. Proceeds will also be used for strategic expansion of TransCode’s drug candidate portfolio and for working capital and general corporate purposes.

ThinkEquity, a division of Fordham Financial Management, Inc., acted as sole book-running manager for the offering.

A registration statement on Form S-1 (File No. 333-253599) relating to the shares was filed with the Securities and Exchange Commission ("SEC") and became effective on July 8, 2021. This offering is being made only by means of a prospectus. This registration statement can be obtained by visiting the SEC’s website at www.sec.gov. Copies of the final prospectus may be obtained from ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

FDA Approves Accelerated Dosing in Non-Hodgkin’s Lymphoma/Leukemia Clinical Trial

On July 13, 2021 AVM Biotechnology, a clinical-stage company, reported that FDA permission to modify its ongoing clinical study, AVM0703-001, entitled "The WWRD Study: AVM0703 for Treatment of Leukemia or Lymphoma" (Press release, AVM Biotechnology, JUL 13, 2021, View Source [SID1234584822]). The initial protocol, a 3 x 3-based design, called for dose escalation of 3 mg/kg for each of the six cohorts, ranging from 6 mg/kg to 21 mg/kg, with a minimum of three patients per cohort as part of an adaptive-design/expansion cohort trial.

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The approved protocol modification involves the elimination of three of the cohorts and reduction of the interval between cohorts. Eliminating the 9, 12 and 15 mg/kg dose requirements and moving directly to the anticipated effective clinical dose of 18 mg/kg is important for this study. Preclinical research and compassionate use data indicate 18-21 mg/kg will be the target effective dose for the expansion phase of the study. Bypassing the intermediate dose levels should accelerate completion of the dose-escalation part of the study, enabling the efficacy portion to commence immediately thereafter, much sooner than planned.

"We are pleased that the FDA agreed with our proposal, which leveraged the safety data amassed from the ongoing study and Expanded Access (Compassionate Use) patient data obtained to date," remarked Janet R Rea, MSPH, Chief Regulatory Officer. "This accelerates our clinical development program and propels it toward an earlier NDA submission."

Clinical experience has shown the drug to be well tolerated with mild and self-limiting side effects. Patients have reported feeling "great." The emerging safety profile is promising, to treat these seriously ill patients.

A single dose of AVM0703 triggers the rapid activation and mobilization of novel gamma delta positive Natural Killer T (NKT) cells. NKT cells exhibit properties of both innate and adaptive immunity. AVM-NKT cells home to abnormal cells including cancer and autoreactive lymphocytes sparing platelets, red blood cells and stem cells. These unique AVM-NKT cells could play a significant role in addressing several serious conditions, including various types of cancer and autoimmune diseases such as type 1 diabetes. Preclinical data also indicate AVM0703 can be synergistic with chemotherapy, allowing total cycles of chemotherapy to be reduced while maintaining patient response, thus significantly impacting patient quality of life, treatment compliance, and secondary complications from cancer treatment.

"AVM has developed an entirely new drug that demonstrates a novel mechanism of action related to tissue-bound gamma delta NKT cells. We believe this drug will have great benefit to patients in a wide variety of disease settings," stated AVM Chief Business Officer, Joe Luminiello.

AVM Biotechnology is a clinical-stage company advancing AVM0703 in Non-Hodgkin’s Lymphoma/Leukemia as an initial indication as well as autoimmune diseases and other indications. While planning for a direct commercial launch of AVM0703, the company is also developing the AVM-NKT as an ‘off-the-shelf’ cell therapy product with broad applications. Strategic partnerships are being explored.

AVM Biotechnology’s mission is to develop and deliver treatments that save lives and improve outcomes by unlocking the untapped potential of the body’s own immune system.

NeuroLogica Announces a Research Collaboration with Massachusetts General Hospital to Pilot Photon Counting Computed Tomography at the Patient’s Point-Of-Care Using OmniTom Elite CT

On July 13, 2021 NeuroLogica Corp. reported that its state-of-the-art, OmniTom Elite with Photon Counting Detector (PCD) technology will be piloted by Massachusetts General Hospital, bringing multi-energy computed tomography (CT) imaging to the patient’s point-of-care (Press release, Massachusetts General Hospital, JUL 13, 2021, View Source [SID1234584821]).

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OmniTom Elite CT system is intended to be used for CT applications. We have added the ability to upgrade the OmniTom Elite system with PCD.

Photon counting is a next generation CT technology that sorts the different energies of X-rays after they have passed through the scan field. The multiple sets of CT data are acquired at the same time with configurable energy thresholds. This could potentially mean more accurate visualization and segmentation of bone, blood clots, plaque, hemorrhage, and intracranial tumor in critical intensive care unit (ICU) patients when in use with the OmniTom Elite scanner. As well, PCD has the potential to fundamentally change the use of injected contrast agents that highlight blood vessels by collecting high signal even at low contrast agent dosage. PCD provides the ability to capture CT data in multiple energy bands that can provide information on material composition of different tissues and contrast media. The OmniTom Elite with PCD is an important advancement in CT technology and was designed in house by the NeuroLogica research and development team in Danvers, Massachusetts, in collaboration with Samsung.

"Since the advent of point-of-care CT in 2004 by NeuroLogica, we have always known that point-of-care imaging can improve patient outcomes and increase the likelihood of a better post-traumatic quality of life," said David Webster, Chief Operating Officer of NeuroLogica. "With the introduction of Photon Counting to the OmniTom Elite platform, we hope to expand the diagnostic possibilities of computed tomography at the patient’s bedside."

Pending FDA 510(k) clearance of this technology, Massachusetts General Hospital will pilot test the OmniTom Elite with PCD to monitor post-trauma and post-surgical patients.

"We are excited about our collaboration with NeuroLogica," said Raj Gupta, MD, PhD, Director, Ultra-High-Resolution Volume CT Lab, Massachusetts General Hospital. "This will be the first time where multi-spectral imaging will be used inside of the intensive care unit. We are particularly interested in how this technology can help guide patient care decisions through quantitative image analysis."

The OmniTom Elite’s ability to provide versatile, real-time mobile imaging enables healthcare providers to administer point-of-care CT to critical patients without the need to transport them to a separate department. The mobile unit will decrease the time it takes to diagnose and initiate treatment for patients in the ICU. During the pilot of the OmniTom Elite with PCD, Massachusetts General Hospital will guide best practices and evaluate use cases for the novel system.

Guardant Health to Report Second Quarter Financial Results on August 5, 2021

On July 13, 2021 Guardant Health, Inc. (Nasdaq: GH), a leading precision oncology company, reported it will report financial results for the second quarter 2021 after market close on Thursday, August 5, 2021 (Press release, Guardant Health, JUL 13, 2021, View Source [SID1234584820]). Company management will be webcasting a corresponding conference call beginning at 1:30 p.m. Pacific Time / 4:30 p.m. Eastern Time.

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Live audio of the webcast will be available on the "Investors" section of the company website at: www.guardanthealth.com. The webcast will be archived and available for replay after the event.

CytRx Corporation Enters Into Securities Purchase Agreement for $10 Million With Healthcare-Focused Institutional Investor

On July 13, 2021 CytRx Corporation (OTCQB: CYTR) ("CytRx" or the "Company"), a specialized biopharmaceutical company focused on research and development for the oncology and neurodegenerative disease categories, reported that it has entered into a securities purchase agreement (the "Purchase Agreement") with a single healthcare-focused institutional investor (the "Investor") for aggregate gross proceeds of approximately $10 million (Press release, CytRx, JUL 13, 2021, View Source [SID1234584819]). Under the terms of the Purchase Agreement, CytRx has agreed to sell 2,000,000 shares of its common stock at a purchase price of $0.88 per share for total gross proceeds of approximately $1.76 million in a registered direct offering and 8,240 shares of Series C 10.00% Convertible Preferred Stock (the "Preferred Stock") at a purchase price of $1,000 per share for total gross proceeds of approximately $8.24 million, in a concurrent private placement. The shares of the Preferred Stock will be convertible, upon shareholder approval as described below, into an aggregate of up to 9,363,637 shares of common stock at a conversion price of $0.88 per share. The Preferred Stock includes beneficial ownership limitations that preclude conversion that would result in the Investor owning in excess of 9.99% of the Company’s outstanding shares of common stock.

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CytRx will also issue to the Investor an unregistered preferred investment option (the "Investment Option") that allows for the purchase of up to 11,363,637 shares of common stock for additional gross proceeds of approximately $10 million if the Investment Option is exercised in full. The exercise price for the Investment Option is $0.88 per share. The Investment Option shall have a term equal to five and one-half years commencing upon the Company increasing its authorized common stock following shareholder approval (the "Authorized Share Increase").

H.C. Wainwright & Co. is acting as exclusive placement agent for the offering.

CytRx intends to use the net proceeds received from the offering for working capital purposes.

The registered direct offering and concurrent private placement are expected to close on or about July 15, 2021, subject to the satisfaction of customary closing conditions. The issuance of the shares of common stock underlying the Preferred Stock and the Investment Option sold in the private placement is subject to the Authorized Share Increase.

The shares of common stock sold in the registered direct offering are being offered and sold in the registered direct offering by CytRx pursuant to a "shelf" registration statement on Form S-3 (File No. 333-255431), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission (the "SEC") on July 12, 2021. The registered direct offering is being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at View Source Electronic copies of the prospectus supplement and accompanying base prospectus may be obtained, when available, from H.C. Wainwright & Co., 430 Park Avenue, New York, NY 10022 or via telephone at (212) 856-5711 or email at [email protected].

The Series C Preferred Stock and Investment Options sold in the private placement and the shares of common stock issuable thereunder are being offered pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), and have not been registered under the Act, or applicable state securities laws, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale, would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.