Immutep Achieves 50% Enrollment Milestone in Randomised Phase IIb TACTI-003 Trial for First Line Head & Neck Cancer

On January 4, 2023 Immutep Limited (ASX: IMM; NASDAQ: IMMP) ("Immutep" or "the Company"), a clinical-stage biotechnology company developing novel LAG-3 immunotherapies for cancer and autoimmune disease, reported that it has enrolled and randomised over 50% of the planned 154 patients in the TACTI-003 Phase IIb trial (Press release, Immutep, JAN 4, 2023, View Source [SID1234625808]). TACTI-003 is evaluating Immutep’s first-in-class soluble LAG-3 protein eftilagimod alpha ("efti"), in combination with MSD’s (Merck & Co., Inc., Rahway, NJ, USA) anti-PD-1 therapy KEYTRUDA (pembrolizumab) as 1st line treatment of recurrent or metastatic head and neck squamous cell carcinoma (1L HNSCC).

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Marc Voigt, CEO of Immutep stated: "We are pleased to reach this important milestone and extend our sincere appreciation to our investigators, clinical team, partners, and most importantly patients, that have participated in this study. As clinical evidence showing the compelling benefits of combining efti with immune checkpoint therapies such as pembrolizumab continues to grow, we are increasingly excited about efti’s potential to safely deliver superior clinical outcomes and meaningfully expand the population of cancer patients that respond to treatment."

The 1:1 randomised, controlled multinational TACTI-003 trial is currently accruing patients at over 25 centers in the United States, Australia, and Europe, and is expected to be fully recruited by mid-2023. Based largely on the promising data in 2nd line HNSCC from the Phase II TACTI-002 trial (KEYNOTE-798), including encouraging overall response rates regardless of PD-L1 expression and five complete responses (CR), eftilagimod alpha was granted Fast Track designation by the FDA in April 2021 for treatment of 1L HNSCC.

As recently announced, the Independent Data Monitoring Committee (IDMC) for the TACTI-003 trial reviewed initial safety data and recommended continuing the trial with no modifications. The IDMC also reviewed initial efficacy data, although this was not the primary focus of the analysis.

HNSCC is the sixth most common cancer by incidence worldwide, with 890,000 new cases and 450,000 deaths reported in 2018.1,2,3 HNSCC is an aggressive, genetically complex, and difficult to treat cancer.4 Furthermore, HNSCC is associated with high levels of psychological distress and compromised quality of life (QOL).5 As such, HNSCC patients are in need of improved treatment options.

1
Ferlay, J. et al. Estimating the global cancer incidence and mortality in 2018: GLOBOCAN sources and methods. Int. J. Cancer 144, 1941–1953 (2019).

2
Bray, F. et al. Global cancer statistics 2018: GLOBOCAN estimates of incidence and mortality worldwide for 36 cancers in 185 countries. CA Cancer J. Clin. 68, 394–424 (2018).

3
Ferlay, J. et al. Global Cancer Observatory: Cancer Today. Lyon, France: International Agency for Research on Cancer (accessed 18 September 2020). IARC View Source (2018).

4
Alsahafi, E., Begg, K., Amelio, I. et al. Clinical update on head and neck cancer: molecular biology and ongoing challenges. Cell Death Dis 10, 540 (2019).

5
Johnson, D.E., Burtness, B., Leemans, C.R. et al. Head and neck squamous cell carcinoma. Nat Rev Dis Primers 6, 92 (2020).

LOGO

About Eftilagimod Alpha (Efti)

Efti is Immutep’s proprietary soluble LAG-3 clinical stage candidate that is a first-in-class antigen presenting cell (APC) activator for the treatment of cancer, capitalising on LAG-3’s unique characteristics to stimulate both innate and adaptive immunity. Efti binds to and activates antigen presenting cells via MHC II molecules leading to expansion and proliferation of CD8+ (cytotoxic) T cells, CD4+ (helper) T cells, dendritic cells, NK cells, and monocytes. It also upregulates the expression of key biological molecules like CXCL10 that further boost the immune system’s ability to fight cancer.

Efti is under evaluation for a variety of solid tumours including non-small cell lung cancer (NSCLC), head and neck squamous cell carcinoma (HNSCC), and HER2–/HR+ metastatic breast cancer. Its favourable safety profile enables various combinations, including with anti-PD-[L]1 immunotherapy and/or chemotherapy. Efti has received Fast Track Designation in 1st line HNSCC and in 1st line NSCLC from the United States Food and Drug Administration (FDA).

About TACTI-003

TACTI-003 is a Phase IIb clinical trial in 1st line head and neck squamous cell carcinoma (HNSCC). The study will evaluate efti in combination with MSD’s KEYTRUDA (pembrolizumab) as a 1st line therapy in metastatic or recurrent HNSCC patients with PD-L1 negative and PD-L1 positive (CPS ≥1) tumours. It is a randomised, controlled clinical study in approximately 154 patients and will take place across Australia, Europe and the United States of America in up to 35 clinical sites.

The study will evaluate the safety and efficacy of efti in combination with pembrolizumab, compared to pembrolizumab alone in 1st line metastatic or recurrent HNSCC patients with PD-L1 positive (CPS ≥1) tumours (cohort A), and determine the efficacy and safety of efti plus pembrolizumab in patients with PD-L1 negative tumours (CPS <1) (cohort B). According to the current plans, about 130 patients in cohort A will be randomised 1:1 to receive either efti plus pembrolizumab or pembrolizumab alone. Subjects in cohort B (up to 24 patients) will receive a combination of efti and pembrolizumab. The primary endpoint of the study is Overall Response Rate (ORR) according to RECIST 1.1. Secondary endpoints include Overall Survival (OS) and Progression Free Survival (PFS). For more information about the Phase IIb trial, visit clinicaltrials.gov (NCT04811027).

Immunomic Therapeutics to Present at Biotech Showcase 2023

On January 4, 2023 Immunomic Therapeutics, Inc., ("ITI"), a privately-held clinical-stage biotechnology company pioneering the study of LAMP-mediated nucleic acid-based immunotherapy, reported that Dr. William Hearl, Chief Executive Officer, will give a presentation entitled, "Dynamic Activation of the Immune System Using UNITE Technology, Nucleic Acid-Based Cell Therapies for Immuno-Oncology," at Biotech Showcase 2023, being held January 9-11, 2023 in San Francisco (Press release, Immunomic Therapeutics, JAN 4, 2023, View Source [SID1234625807]). Dr. Hearl will discuss ITI’s investigational UNiversal Intracellular Targeted Expression (UNITE) platform and its application in immuno-oncology, specifically glioblastoma multiforme (GBM). ITI’s technology platform has the potential to utilize the body’s natural biochemistry to develop a broad immune response and is currently being employed in a Phase II clinical trial as a cancer immunotherapy.

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Presentation details are as follows:

Who: Dr. William Hearl, Chief Executive Officer of Immunomic Therapeutics, Inc.

What: Dynamic Activation of the Immune System Using UNITE Technology, Nucleic Acid – Based Cell Therapies for Immuno-Oncology

When: Tuesday, January 10, 2023
11:30 AM PST
Track: Franciscan A, Ballroom Level

About UNITE

ITI’s investigational UNITE platform, or UNiversal Intracellular Targeted Expression, works by fusing pathogenic antigens with the Lysosomal Associated Membrane Protein 1 (LAMP1), an endogenous protein in humans, for immune processing. In this way, ITI’s vaccines (DNA or RNA) have the potential to utilize the body’s natural biochemistry to develop a broad immune response including antibody production, cytokine release and critical immunological memory. This approach puts UNITE technology at the crossroads of immunotherapies in a number of illnesses, including cancer, allergy and infectious diseases. UNITE is currently being employed in a Phase II clinical trial as a cancer immunotherapy. ITI is also collaborating with academic centers and biotechnology companies to study the use of UNITE in cancer types of high mortality, including cases where there are limited treatment options like glioblastoma and acute myeloid leukemia. ITI believes that these early clinical studies may provide a proof of concept for UNITE therapy in cancer, and if successful, set the stage for future studies, including combinations in these tumor types and others. Preclinical data is currently being developed to explore whether LAMP1 nucleic acid constructs may amplify and activate the immune response in highly immunogenic tumor types and be used to create immune responses to tumor types that otherwise do not provoke an immune response.

Helsinn publishes results from a secondary analysis of a Phase 3 trial in patients with CINV in The Oncologist

On January 4, 2023 Helsinn Group ("Helsinn"), a fully integrated global biopharma company with a track record of over forty years of commercial execution and a strong focus in oncology and rare diseases, reported results from a secondary analysis of a Phase 3 multicenter pivotal trial in patients with breakthrough chemotherapy-induced nausea and vomiting (CINV) receiving antiemetic prophylaxis (oral or IV NEPA) have been published in The Oncologist (Press release, Helsinn, JAN 4, 2023, View Source [SID1234625805]).

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The objectives of this analysis were to assess the rate of complete response (CR, no nausea/vomiting or rescue medications), and to evaluate the association between the duration of CINV in the first chemotherapy cycle and the risk of CINV in subsequent cycles in patients receiving chemotherapy.

Using data from a previously reported phase 3 trial, the analysis classified patients into 3 groups based on their response during the first chemotherapy cycle: CR, short-term CINV (1-2 days), and extended CINV (3-5 days). The analysis indicated that patients who experienced CR in their first cycle had a 93% or higher CR rates in subsequent cycles. Comparing patients with short-term CINV and extended CINV in cycle 1, recurrent CINV occurred in 30.6% and 69.5% of subsequent cycles, respectively (p<0.001). With close monitoring during the first chemotherapy cycle, clinicians can use the patient’s response data to optimize antiemetic prophylaxis when extended CINV does occur.

Details of the publication:

Title: "Duration of chemotherapy-induced nausea and vomiting (CINV) as a predictor of recurrent CINV in later cycles"

Authors: Rudolph Navari, MD PhD; Gary Binder, MBA; Alex Molassiotis, PhD; Jørn Herrstedt, MD; Eric J Roeland, MD; Kathryn J. Ruddy, MD MPH; Thomas W LeBlanc, MD; Dwight D Kloth, PharmD; Kelsey A Klute, MD; Eros Papademetriou, MA; Luke Schmerold, BS; Lee Schwartzberg, MD

Journal: The Oncologist

Link: Duration of Chemotherapy-Induced Nausea and Vomiting (CINV) as a Predictor of Recurrent CINV in Later Cycles | The Oncologist | Oxford Academic (oup.com)

Dr. Rudolph Navari, MD, PhD, hematologist oncologist, commented: "From the results of this analysis we can see that the duration of CINV in the first cycle of chemotherapy predicts CINV outcomes for the remainder of the patient’s course. This may potentially have significant implications when treating patients in the future, meaning that clinicians should consider monitoring the duration of breakthrough CINV and optimizing antiemetic prophylaxis when this occurs."

Geron Announces Positive Top-Line Results from IMerge Phase 3 Trial of Imetelstat in Lower Risk MDS

On January 4, 2023 Geron Corporation (Nasdaq: GERN), a late-stage clinical biopharmaceutical company, reported positive top-line results from its IMerge Phase 3 clinical trial evaluating the Company’s first-in-class telomerase inhibitor, imetelstat, in lower risk myelodysplastic syndromes (MDS) patients who are relapsed, refractory or ineligible for erythropoiesis stimulating agents (ESAs) (Press release, Geron, JAN 4, 2023, View Source [SID1234625801]). The trial met its primary efficacy endpoint of 8-week TI and a key secondary endpoint of 24-week TI, demonstrating highly statistically significant and clinically meaningful benefit of imetelstat versus placebo with no new safety signals and safety results consistent with prior imetelstat clinical trials.

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"Today is a great day for lower risk MDS patients who are living with the burden of transfusions. The results from the IMerge Phase 3 study were resoundingly positive, presenting compelling durability of transfusion independence, delivering on the promise of imetelstat and telomerase inhibition for these patients," said John A. Scarlett, M.D., Geron’s Chairman and Chief Executive Officer. "This milestone is the first of many upcoming catalysts for Geron, with planned U.S. and EU regulatory submissions in 2023, as well as preparations for a potential U.S. commercial launch. In addition, in 2024, we expect an interim analysis of the IMpactMF Phase 3 trial of imetelstat in relapsed/refractory myelofibrosis."

Summary of Top-Line Results: Primary 8-Week TI Endpoint and Key 24-Week TI Secondary Endpoint Met with Statistical Significance and Meaningful Clinical Improvements

Significant and durable transfusion independence achieved with imetelstat versus placebo

IMerge Phase 3 is a double-blind, 2:1 randomized, placebo-controlled clinical trial to evaluate imetelstat in patients with IPSS Low or Intermediate-1 risk (lower risk) transfusion dependent MDS who were relapsed after, refractory to, or ineligible for, ESA treatment, had not received prior treatment with either a hypomethylating agent (HMA) or lenalidomide and were non-del(5q).

The table below summarizes the top-line efficacy results from the primary analysis of data from IMerge Phase 3, which showed a highly statistically significant and clinically meaningful difference between imetelstat and the placebo comparator arm for the primary endpoint of 8-week TI and key secondary endpoint of 24-week TI. With a clinical data cut-off occurring in October 2022, median time on study and median time on treatment for patients on imetelstat was approximately 20 months and 8 months, respectively, and approximately 18 months and 7 months for placebo, respectively.

Imetelstat
(n=118)

Placebo
(n=60)

P-value*

8-week TI, n (%)

47 (39.8)

9 (15.0)

<0.001

95% confidence interval

(30.9, 49.3)

(7.1, 26.6)

24-week TI, n (%)

33 (28.0)

2 (3.3)

<0.001

95% confidence interval

(20.1, 37.0)

(0.4, 11.5)

* Cochran Mantel Haenszel test stratified for prior RBC transfusion burden (≤6 units or >6 units of RBCs/8 weeks) and baseline IPSS risk score (Low or Intermediate-1)

Highly statistically significant (p<0.001; hazard ratio 0.23) durable transfusion independence for 8-week TI responders was achieved with a median TI duration approaching one year for imetelstat, compared to approximately 13 weeks for placebo, using Kaplan-Meier estimates. The median TI duration was approximately 1.5 years (80 weeks) for imetelstat 24-week TI responders.

Transfusion independence achieved broadly across lower risk MDS subtypes

As shown in the table below, statistically significant (p<0.05) 8-week TI was demonstrated with imetelstat versus placebo across lower risk MDS subtypes, including RS+ and RS- status, high and very high transfusion burden and IPSS Low and Intermediate-1 risk status, with similar 8-week TI responses seen for imetelstat within each subtype category.

8-Week TI

Imetelstat, n (%)

Placebo, n (%)

Difference (95% CI)

P-value*

Overall

47/118 (39.8)

9/60 (15.0)

24.8 (9.9, 36.9)

<0.001

WHO category

RS+

33/73 (45.2)

7/37 (18.9)

26.3 (5.9, 42.2)

0.016

RS-

14/44 (31.8)

2/23 (8.7)

23.1 (-1.3, 40.6)

0.038

Transfusion burden

4-6 units

28/62 (45.2)

7/33 (21.2)

23.9 (1.9, 41.4)

0.027

>6 units

19/56 (33.9)

2/27 (7.4)

26.5 (4.7, 41.8)

0.023

IPSS risk category

Low

32/80 (40.0)

8/39 (20.5)

19.5 (-0.1, 35.2)

0.034

Intermediate-1

15/38 (39.5)

1/21 (4.8)

34.7 (8.8, 52.4)

0.004

* Cochran Mantel Haenszel test stratified for prior RBC transfusion burden (≤6 units or >6 units of RBCs/8 weeks) and baseline IPSS risk score (Low or Intermediate-1)

Increase in hemoglobin levels, reduction in RBC transfusions and hematologic improvement-erythroid (HI-E)

Mean hemoglobin levels in imetelstat patients increased significantly (p<0.001) over time compared to placebo patients. For patients achieving 8-week TI, median increases in hemoglobin were 3.6 g/dL for imetelstat and 0.8 g/dL for placebo. Imetelstat patients also experienced a statistically significant (p=0.042) and clinically meaningful mean reduction in RBC transfusion units compared to placebo.

A highly statistically significant (p<0.001) HI-E rate was achieved for imetelstat (42.4%) versus placebo (13.3%) using the IWG 2018 criteria for HI-E. The original IMerge protocol was finalized in 2015, and applying the IWG 2006 HI-E criteria in use at that time, the difference between the imetelstat and placebo patients was not statistically significant (p=0.112). The current IWG 2018 HI-E criteria places greater emphasis on durability by measuring response for >16 weeks, rather than >8 weeks as specified by the IWG 2006 criteria.

Clinical and molecular evidence supporting the potential for MDS disease modification with imetelstat

Clinical and molecular evidence supporting the potential for MDS disease modification with imetelstat included a one-year median TI duration for imetelstat 8-week TI responders, a median rise of 3.6 g/dL in hemoglobin levels in those same patients and >50% variant allele frequency decreases in SF3B1, TET2, DNMT3A and ASXL1 mutations.

"The notable results from IMerge Phase 3 underscore our belief that, with the unique mechanism of action of imetelstat as a telomerase inhibitor, the drug has the potential to become a first-in-class therapy for lower risk MDS patients. The meaningful clinical results observed in the trial, including duration of TI, increases in hemoglobin levels, decreases in transfusions and reductions in mutation burdens, suggest imetelstat treatment may be altering the course of the disease. We look forward to presenting additional data from the trial at medical meetings later this year to further develop the evidence for potential disease modification previously observed in Phase 2 trials in both lower risk MDS and relapsed/refractory MF," said Faye Feller, M.D., Chief Medical Officer of Geron. "I would also like to express my deep appreciation to the Geron employees, past and present, as well as all of the patients and their families, the clinicians, study coordinators and site personnel, whose participation in this trial was integral to obtaining the results we are presenting today."

Safety results consistent with prior clinical experience with imetelstat

The treatment emergent adverse events (TEAEs) observed in IMerge Phase 3 were consistent with the known safety profile of imetelstat from prior clinical trials and no new safety signals were found. Overall treatment discontinuation rates were consistent between the imetelstat and placebo groups (77.1% vs. 76.3%, respectively). Treatment discontinuation rates related to lack of efficacy were higher for the placebo group (42.4%) versus imetelstat (23.7%), and lower for adverse events between the placebo and imetelstat groups (0.0% vs. 16.1%, respectively).

The most common non-hematologic TEAEs (≥10%) in the imetelstat group included asthenia, COVID-19, peripheral edema, headache, diarrhea and alanine aminotransferase increase. Grade 3 liver function test (LFT) elevations reported in the trial were transient and reversible to Grade 2 or lower, with no cases of liver test elevations consistent with Hy’s Law or Drug-Induced Liver Injury observed.

The most frequent hematologic TEAEs were Grade 3/4 thrombocytopenia (61.9% imetelstat vs. 8.5% placebo) and neutropenia (67.8% imetelstat vs. 3.4% placebo). Clinical consequences from cytopenias, such as >Grade 3 bleeding events, infections and febrile neutropenia, were similar between the imetelstat and placebo groups. Furthermore, the median duration was shorter for imetelstat for thrombocytopenia (1.4 weeks for imetelstat vs. 2.0 weeks for placebo) and for neutropenia (1.9 weeks for imetelstat vs. 2.2 weeks for placebo). In addition, resolution of Grade 3/4 cytopenias to Grade 2 or lower by laboratory assessment within four weeks was higher for imetelstat, both for thrombocytopenia (86.3% for imetelstat vs. 44.4% for placebo) and neutropenia (81.0% for imetelstat vs. 50.0% for placebo).

"The IMerge Phase 3 efficacy results illustrate the depth, breadth and durability of transfusion independence potentially achievable with imetelstat treatment, which could be practice changing, if approved. These results are especially encouraging, because today we have limited treatment options for lower risk MDS patients that provide broad and durable transfusion independence," said Uwe Platzbecker, M.D., a principal investigator of IMerge Phase 3. "With regards to the safety results, cytopenias were manageable and reversible. Importantly for hematologists, who are accustomed to managing cytopenias, clinical consequences were limited and similar to placebo treated patients. As a once per month out-patient IV therapy, imetelstat will hopefully become a novel treatment option for lower risk MDS patients in the near future."

Planned Next Steps

In light of the positive top-line results from IMerge Phase 3, combined with data from earlier clinical trials, the Company plans to submit an NDA in the U.S. in mid-2023 and a Marketing Authorization Application (MAA) in the EU in the second half of 2023. With Fast Track designation for imetelstat from the U.S. Food and Drug Administration for the treatment of adult patients with transfusion dependent anemia due to Low or Intermediate-1 risk MDS that is not associated with del(5q) who are refractory or resistant to an ESA, a request for rolling submission of the NDA was submitted and has been granted.

Geron also plans to present additional data from IMerge Phase 3 at medical meetings later this year, including data relating to potential correlations of decreases in mutation burden and abnormal cytogenetic clones with clinical responses, patient reported outcomes, hTERT and telomerase activity biomarker data and continued follow-up of durability of transfusion independence, that may be indicative of the potential for disease modification with imetelstat.

Geron is preparing for an anticipated commercial launch of imetelstat in lower risk MDS in the first half of 2024 in the U.S. and by the end of 2024 in the EU, assuming regulatory approvals are granted.

Conference Call Details

A presentation of the data described in this press release is available on the Events and Presentations section (View Source) of Geron’s website. A conference call with Geron management to review the IMerge Phase 3 top-line results is scheduled at 8 a.m. Eastern Time this morning and may be accessed on Geron’s website.

About IMerge Phase 3

The Phase 3 portion of the IMerge Phase 2/3 study is a double-blind, 2:1 randomized, placebo-controlled clinical trial to evaluate imetelstat in patients with IPSS Low or Intermediate-1 risk (lower risk) transfusion dependent MDS who were relapsed after, refractory to, or ineligible for, erythropoiesis stimulating agent (ESA) treatment, had not received prior treatment with either a HMA or lenalidomide and were non-del(5q). To be eligible for IMerge Phase 3, patients were required to be transfusion dependent, defined as requiring at least four units of packed red blood cells (RBCs), over an eight-week period during the 16 weeks prior to entry into the trial. The primary efficacy endpoint of IMerge Phase 3 is the rate of RBC-TI lasting at least eight weeks, defined as the proportion of patients without any RBC transfusion for at least eight consecutive weeks since entry to the trial (8-week TI). Key secondary endpoints include the rate of RBC-TI lasting at least 24 weeks (24-week TI), the duration of TI and the rate of hematologic improvement erythroid (HI-E), which defined as a rise in hemoglobin of at least 1.5 g/dL above the pretreatment level for at least eight weeks or a reduction of at least four units of RBC transfusions over eight weeks compared with the prior RBC transfusion burden. A total of 178 patients were enrolled in IMerge Phase 3 across North America, Europe, Middle East and Asia.

About Imetelstat

Imetelstat is a novel, first-in-class telomerase inhibitor exclusively owned by Geron and being developed in hematologic malignancies. Data from non-clinical studies and clinical trials of imetelstat provide strong evidence that imetelstat targets telomerase to inhibit the uncontrolled proliferation of malignant stem and progenitor cells in myeloid hematologic malignancies resulting in malignant cell apoptosis and potential disease-modifying activity. Imetelstat has been granted Fast Track designation by the U.S. Food and Drug Administration for both the treatment of adult patients with transfusion dependent anemia due to Low or Intermediate-1 risk MDS that is not associated with del(5q) who are refractory or resistant to an erythropoiesis stimulating agent, and for adult patients with Intermediate-2 or High-risk MF whose disease has relapsed after or is refractory to janus associated kinase (JAK) inhibitor treatment.

Entry into a Material Definitive Agreement

On December 30, 2022, GT Biopharma, Inc. (the "Company") signed a purchase agreement (the "Purchase Agreement") with an institutional investor (the "Purchaser") for the issuance and sale, in a registered direct offering (the "Offering"), of 3,600,000 shares of the Company’s common stock, par value $0.001 per share (the "Shares"), pre-funded warrants to purchase up to 2,900,000 shares of the Company’s common stock (the "Pre-Funded Warrants"), and warrants to purchase up to an aggregate of 6,500,000 shares of the Company’s common stock (the "Common Warrants") (Filing, 8-K, GT Biopharma, JAN 4, 2023, View Source [SID1234625802]). The Common Warrants have an exercise price equal to $1.00, will be exercisable commencing six months following issuance, and will have a term of exercise equal to five years following the initial exercise date. The Pre-Funded Warrants have an exercise price of $0.0001 per Share, are immediately exercisable and can be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised in full. The Shares and Common Warrants were sold at an offering price of $1.00 per Share and accompanying Common Warrant and the Pre-Funded Warrants and Common Warrants were sold at an offering price of $0.9999 per Pre-Funded Warrant and accompanying Common Warrant.

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The offering of the Shares, the Common Warrants, the Pre-Funded Warrants, the Shares that are issuable from time to time upon exercise of the Common Warrants and the Shares that are issuable from time to time upon exercise of the Pre-Funded Warrants (the "Offering") was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-267870) (the "Form S-3") initially filed with the Securities and Exchange Commission (the "Commission") on October 13, 2022, and declared effective by the Commission on October 20, 2022.

H.C. Wainwright & Co., LLC ("Wainwright") acted as the Company’s exclusive placement agent in connection with the Offering. In connection with the Offering, the Company agreed to pay Wainwright a cash fee equal to $390,000, $35,000 for legal fees and expenses and up to $15,950 for clearing expenses. In addition, the Company has agreed to grant placement agent warrants to Wainwright to purchase up to 390,000 shares of Common Stock (the "Placement Agent Warrants"). The terms of the Placement Agent Warrants are substantially the same as the terms of the Common Warrants, except the Placement Agent Warrants will have an exercise price of $1.25 per share and will expire five years from the commencement of sales of the Offering.

Wainwright did not purchase or sell any of the Shares, the Common Warrants or the Pre-Funded Warrants and was not required to arrange the purchase or sale of any specific number of securities or dollar amount. The gross proceeds to the Company from the Offering were $6.5 million, before deducting placement agent fees and other offering expenses. The Company anticipates using the net proceeds from the Offering for general corporate purposes.

Pursuant to the Purchase Agreement, the Company agreed for a period of 60 days following the closing of the Offering not to issue, enter into an agreement to issue or announce the issuance or proposed issuance of the shares or any other securities convertible into, or exercisable or exchangeable for, shares. Such restriction does not apply to, in addition to certain customary exceptions, certain securities issuances, the issuance by the Company of equity or debt securities pursuant to acquisitions or strategic transactions approved by a majority of the Company’s disinterested directors, where not for the purpose of raising capital, or certain other compensatory issuances. The Company has also agreed for a period of one year following the closing date of the Offering not to (i) issue or agree to issue equity or debt securities convertible into, or exercisable or exchangeable for, shares at a conversion price, exercise price or exchange price which floats with the trading price of the shares or which may be adjusted after issuance upon the occurrence of certain events or (ii) enter into any agreement, including an equity line of credit, whereby the Company may issue securities at a future-determined price, subject to certain exceptions.

The Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions.

The foregoing descriptions of the Common Warrants, the Pre-Funded Warrants, the Placement Agent Warrants and the Purchase Agreement are qualified in their entirety by reference to the full text of the forms thereof, which are attached as Exhibits 4.1, 4.2, 4.3 and 10.1 hereto and incorporated by reference herein. A copy of the legal opinion and consent of Baker & McKenzie LLP, New York counsel to the Company, relating to the validity of the issuance and sale of the Shares, the Pre-Funded Warrants and Common Warrants is attached as Exhibit 5.1 hereto. A copy of the press release announcing the Offering and the Company’s entry into the Purchase Agreement is attached as Exhibit 99.1 hereto.