On September 30, 2022, Bausch Health Companies Inc. (the "Company") completed its previously reported (i) offers to exchange (the "Exchange Offers"): (A) the Company’s outstanding 9.00% Senior Notes due 2025, 7.00% Senior Notes due 2028, 5.00% Senior Notes due 2028, 5.00% Senior Notes due 2029, 6.25% Senior Notes due 2029, 7.25% Senior Notes due 2029, 5.25% Senior Notes due 2030 and 5.25% Senior Notes due 2031 and (collectively, the "Existing Unsecured BHC Notes") and (B) Bausch Health Americas, Inc.’s ("BHA") outstanding 9.25% Senior Notes due 2026 and 8.50% Senior Notes due 2027 (together, the "Existing BHA Notes" and, together with the Existing Unsecured BHC Notes, the "Existing Unsecured Notes") for new secured notes, comprised of (1) new 11.00% Senior Secured Notes due 2028 (the "First Lien Notes") and new 14.00% Second Lien Secured Notes due 2030 (the "Second Lien Notes" and together with the First Lien Notes, the "New BHC Notes"), in each case, to be issued by the Company and (2) new 9.00% Senior Secured Notes due 2028 (the "Holdco Notes" and, together with the New BHC Notes, the "New Secured Notes") to be issued by 1375209 B.C. Ltd. (the "Holdco Issuer"), an existing wholly-owned unrestricted subsidiary of the Company that holds 38.6% of the issued and outstanding common shares of Bausch + Lomb Corporation, and (ii) solicitations of consent by the Company and BHA from holders of Existing Unsecured Notes to amend certain provisions of the applicable indenture governing the related series of Existing Unsecured Notes (the "Consent Solicitations" and, together with the Exchange Offers, the "Offers") (Filing, 8-K, Bausch Health, SEP 30, 2022, View Source [SID1234621670]).

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The Offers were made pursuant to the Exchange Offer Memorandum and Consent Solicitation Statement, dated August 30, 2022. Pursuant to the Exchange Offers (i) the Company issued $1,774,067,000 in aggregate principal amount of First Lien Notes and $351,533,000 in aggregate principal amount of Second Lien Notes, and (ii) the Holdco Issuer issued $998,937,000 in aggregate principal amount of Holdco Notes. The New Secured Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

The First Lien Notes Indenture

The First Lien Notes were issued pursuant to the indenture, dated as of September 30, 2022 (the "First Lien Notes Indenture"), among the Company, the guarantors named therein, The Bank of New York Mellon, as trustee and the notes collateral agents party thereto. The following summary of the First Lien Notes Indenture is not complete and is qualified in its entirety by reference to the full and complete text of the First Lien Notes Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Interest and Maturity

Pursuant to the First Lien Notes Indenture, the First Lien Notes will mature on September 30, 2028. Interest on the First Lien Notes will be payable semi-annually in arrears on each March 30 and September 30, beginning on March 30, 2023.

Guarantees

The First Lien Notes will initially be jointly and severally guaranteed on a senior secured basis by each of the Company’s subsidiaries that is a guarantor under the Company’s existing credit agreement, the Company’s existing senior secured notes (the "Existing Secured Notes") and the Existing Unsecured Notes (such guarantors, the "Note Guarantors"). The First Lien Notes and the guarantees related thereto will be senior obligations of the Company and the Note Guarantors and will be secured, subject to permitted liens and certain other exceptions, by first priority liens that secure the obligations of the Company and the Notes Guarantors under the Company’s existing credit agreement and the Existing Secured Notes.

On September 30, 2022 PACT Pharma, Inc., a privately held biopharmaceutical company developing transformational personalized neoantigen-specific and off-the-shelf T cell receptor (TCR) T cell therapies for the eradication of solid tumors, reported that it has entered into an agreement to sell select assets to AmplifyBio, a contract research organization focused on accelerating innovation across pharmaceutical modalities (Press release, PACT Pharma, SEP 30, 2022, View Source [SID1234621622]). Under terms of the agreement, AmplifyBio will acquire advanced characterization platforms and bioinformatics capabilities from PACT to enhance the company’s cell and gene therapy characterization capabilities. Additionally, AmplifyBio will acquire PACT’s South San Francisco facility along with a number of technical operations and product characterization domain experts.

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Importantly, this agreement allows PACT to retain its proprietary research and development capabilities and improve its overall financial position. This will allow the company to continue its mission of developing neoantigen-targeted TCR T cell therapies for the treatment of solid tumors. The company is actively advancing its novel development programs and expects to file an Investigational New Drug application for a novel neoantigen-targeted TCR T cell therapy in 2023.

"This is an important strategic transaction for PACT and our long-term goal of developing transformative personalized TCR T cell therapies for the treatment of patients with solid tumors. The sale of these select assets to AmplifyBio provides the company with meaningful capital while reducing our operating expenses," said Scott Garland, chief executive officer of PACT Pharma. "At the same time, this agreement has the potential to help advance the field of adoptive cell therapies by allowing AmplifyBio to offer the innovative product characterization platforms developed by the PACT team to a broad range of its clients. By leveraging this platform, these clients will have advanced tools to better understand the critical immunological parameters for successful adoptive cell therapies."

On September 30, 2022, Ligand Pharmaceuticals Incorporated (the "Company") reported that entered into an At-The-Market Equity Offering Sales Agreement (the "Sales Agreement") with Stifel, Nicolaus & Company, Incorporated (the "Agent"), under which the Company may, from time to time, sell shares of the Company’s common stock having an aggregate offering price of up to $100.0 million in "at the market" offerings through the Agent (Filing, 8-K, Ligand, SEP 30, 2022, View Source [SID1234621596]). Sales of the shares of common stock, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of up to 3.0% of the gross proceeds of any shares of common stock sold under the Sales Agreement.

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The Company is not obligated to sell, and the Agent is not obligated to buy or sell, any shares of common stock under the Sales Agreement. No assurance can be given that the Company will sell any shares of common stock under the Sales Agreement, or, if it does, as to the price or amount of shares of common stock that it sells or the dates when such sales will take place.

In the Sales Agreement, the Company agreed to indemnify the Agent against certain liabilities, including under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or to contribute to payments that the Agent may be required to make because of such liabilities. The Company and the Agent may each terminate the Sales Agreement at any time upon specified prior written notice.

The shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-267678), including the sales agreement prospectus contained therein, which automatically became effective upon filing with the Securities and Exchange Commission on September 30, 2022. A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement.

On September 30, 2022 Aptorum Group Limited (NASDAQ: APM, Euronext Paris: APM) ("Aptorum Group" or the "Company"), a clinical stage biopharmaceutical company dedicated to meeting unmet medical needs in oncology, autoimmune and infectious diseases, reported that financial results for the six months ended June 30, 2022 (Press release, Aptorum, SEP 30, 2022, View Source [SID1234621593]).

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"During the first half of 2022, we remained focused on advancing the development of our therapeutic programs. As announced in early 2022, both our SACT-1 program (targeting neuroblastoma) and ALS-4 program (targeting MRSA), has announced the completion and positive Phase I clinical trial results. Our RPIDD program (liquid biopsy based approach to infectious disease rapid molecular diagnostics) are also progressing well into its clinical validation studies. We are excited to work towards the commencement of the relevant phase II clinical trials for our ALS-4 and SACT-1 programs and the continuation of the clinical validation of our RPIDD program. Finally, we are also pleased to have announced the commercialization of our NativusWell nutraceutical product, a novel supplement targeting woman’s health including menopausal symptoms, commencing in Hong Kong initially and to be followed into the European and US markets in due course," said Mr. Darren Lui, Chief Executive Officer and Executive Director of Aptorum Group Limited.

Clinical Pipeline Update and Upcoming Milestones

In January 2022, Aptorum Group announced the completion of the Phase I clinical trial for ALS-4,, a small molecule drug targeting methicillin-resistant staphylococcus aureus related infections. The Phase I clinical trial of ALS-4 was a randomized, double-blinded, placebo-controlled, single and multiple ascending dose study designed to evaluate safety, tolerability, and pharmacokinetics or orally administered ALS-4 in healthy male and female adult volunteers. Currently, the Company is preparing the relevant submission to the US FDA to initiate a Phase 2 clinical trials for skin and soft tissue infections and/or bacteraemia. The study treatments were well tolerated and no serious adverse events were observed and no relevant clinical changes in respect of vital signs and clinical laboratory test results.

In May 2022, Aptorum Group announced the finalized data from the Phase I clinical trial of SACT-1, a repurposed small molecule drug targeting Neuroblastoma and potentially other cancer types. The Phase I clinical trial of SACT-1 was an open-label, randomized, 3-period, 3-sequence, single-dose crossover bioavailability and food effect study of SACT-1 (oral suspension) in healthy adult volunteers. The study treatments were well tolerated and no subjects were discontinued from study participation because of adverse events. No serious adverse events were reported during the study. SACT-1 also received Orphan Drug Designation from the US FDA.

In September 2022, Aptorum Group announced further results and updates from its RPIDD’s analytical and clinical validations in patient samples. It was further announced the company has taken steps to initiate the set up of a clinical laboratory in the state of California, which is targeted to require relevant CLIA certification.

In September 2022, Aptorum Group announced the commencement of sale of its NativusWell nutraceutical product targeting woman’s health and the launch of it’s initial sales launch in Hong Kong, to be followed in Europe and United States.

Corporate Highlights

In May 2022, Mr. Darren Lui has been appointed as the Chief Executive Officer. Mr. Lui was previously the Aptorum Group Limited’s President, successfully brought two small molecule drugs (ALS-4 and SACT-1) from discovery to their respective completion of two phase I clinical trials and currently in preparation for their next phase of clinical trials in human patients, as well as conducting ongoing clinical validations of the Company’s RPIDD program, a liquid biopsy based molecular diagnostics for infectious diseases.

In July 2022, Mr. Martin Siu has been appointed as the Head of Finance. Mr. Siu has over 19 years’ experience in the field of audit and regulatory consultancy and has supported a number of listed companies over the years.

Financial Results for the Six Months Ended June 30, 2022

Aptorum Group reported a net loss of $2.7 million for the six months ended June 30, 2022 compared to $17.1 million for the same period in 2021. The decrease in net loss in the current period was driven by an decrease of loss on investments in marketable securities, net of $7.5 million, and there was a gain on non-marketable investment of $5.6 million in 2022 while there was no such gain in the same period in 2021.

Research and development expenses were $4.5 million for the six months ended June 30, 2022 compared to $5.5 million for the same period in 2021. The decrease in research and development expenses was mainly due to the decrease in services provided by contracted research organizations as we are in a planning process for Phase 2 of our lead projects which does not require many services from contracted research organizations.

General and administrative fees were $2.4 million for the six months ended June 30, 2022 compared to $2.6 million for the same period in 2021. The decrease in general and administrative fees was primary due to the decrease in number of employees.

Legal and professional fees were $1.4 million for the six months ended June 30, 2022 compared to $1.2 million for the same period in 2021. The increase in legal and professional fees was mainly due to more share based compensation awards was granted for consultancy services when compared to the same period in 2021.

As of June 30, 2022, cash and restricted cash totalled approximately $7.2 million and total equity was approximately $15.6 million.

Aptorum Group expects that its existing cash and restricted cash together with undrawn line of credit facility from related parties, will enable it to fund its operating and capital expenditure requirements for at least the next 12 months.

On September 30, 2022 Hansa Biopharma AB (NASDAQ Stockholm: HNSA) reported that it will publish its interim report for January-September 2022 at 8:00 CET on October 20, 2022 (Press release, Hansa Biopharma, SEP 30, 2022, https://www.prnewswire.com/news-releases/hansa-biopharma-to-host-conference-call-to-provide-interim-results-for-january-september-2022-and-business-update-301637644.html [SID1234621592]). All interested parties are invited to participate in a telephone conference, which will include a presentation of the interim results and a business update, on the same date at 14:00 CET/8:00am EST. The event will be hosted by Hansa Biopharma’s CEO, Søren Tulstrup, and CFO, Donato Spota, and the presentation will be held in English.

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Slides used in the presentation will be live on the company website during the call under "Events & Presentations" and will also be made available online after the call. Link to presentation