Northwest Biotherapeutics Announces $5 Million Convertible Note Financing and Standby Facility for Up to $50 Million Additional Financing

On December 26, 2024 Northwest Biotherapeutics (OTCQB:NWBO) (the "Company" or "NW Bio"), a biotechnology company developing DCVax personalized immune therapies for solid tumor cancers, reported that on December 19, 2024 it entered into a $5 million convertible Promissory Note financing with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP ("Yorkville") (Press release, Northwest Biotherapeutics, DEC 26, 2024, View Source [SID1234649316]). The term of the Note is 13 months. The Note carries an Original Issue Discount of seven percent but no interest. Repayment of all outstanding amounts is due at maturity; no payments by the Company are due until maturity. The Note includes customary default provisions. During the term of the Note, it is convertible at the option of the holder, at a small discount to the then prevailing market price. The amounts of such conversions are limited to one sixth (1/6) of the overall Note amount in any given calendar month unless the conversion price is above $0.315. The Company plans to use the proceeds for general corporate purposes, including both its lead product and its in-licensed portfolios.

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The Company and Yorkville also entered into a standby equity subscription agreement (the "Subscription Agreement") which the Company may use after the Note is repaid or converted. Under this Subscription Agreement, NW Bio has the option, in its discretion, to require Yorkville to subscribe for up to $50 million of common shares in the Company at any time during the 24-month term of the Subscription Agreement at a small discount to the then prevailing market price, after the Note is repaid or converted. The Company has no obligation to make any such use of this arrangement, and the Company can cancel the arrangement at any time after the Note is repaid or converted. The Company has no current plans to draw upon this standby facility; however, the Company believes it will be useful to have this facility available for special funding needs in connection with certain key potential upcoming milestones.

Joseph Gunnar & Co., LLC acted as the exclusive placement agent for the offering.

Achilles Therapeutics Announces Sale of Technology Assets to AstraZeneca

On 24 December 2024 Achilles Therapeutics plc (NASDAQ: ACHL) reported that it has transferred the commercial license of data and samples from the TRACERx Non-Small Cell Lung Cancer (NSCLC) study to AstraZeneca (LSE/STO/Nasdaq: AZN) (Press release, Achilles Therapeutics, DEC 26, 2024, View Source [SID1234649315]). TRACERx (TRAcking Cancer Evolution through therapy (Rx)), led by Professor Charles Swanton at University College London (UCL), UK, is one of the largest tumor evolution studies to generate deep sequencing multi-region and multi-time-point genetic data from over 3,200 tumor samples from over 800 lung cancer patients. As part of the transaction, AstraZeneca will also take over as sponsor of Achilles’ Material Acquisition Platform (MAP), and receive tumor samples and data collected thus far. MAP is a proprietary network that has collected donor tumor tissue and blood from nearly 300 cancer patients undergoing standard-of-care cancer surgery across multiple solid tumor indications, including lung, melanoma, head and neck, renal, bladder, and breast.

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"We are pleased that as a leader in Oncology, AstraZeneca recognizes the scientific value of our TRACERx and MAP assets," said Dr Iraj Ali, CEO of Achilles Therapeutics. "We believe that these assets have the potential to positively impact Oncology R&D and will support the development of new and improved therapies for cancer patients."

AstraZeneca has agreed to pay Achilles Therapeutics $12M for the assets in total.

BofA Securities provided strategic financial advice to Achilles for the transaction. Completion of this transaction signals the conclusion of Achilles’ strategic review which was announced in September 2024. Achilles now plans to undertake additional measures, including a further reduction in employee headcount and a decrease in the size of its Board of Directors, while remaining compliant with Nasdaq and SEC requirements.

Preliminary Results of Qilu Pharmaceutical’s Phase Ia Study on GPRC5D/CD3-Targeting Bispecific Antibody QLS32015 Unveiled at 2024 ASH Annual Meeting

On December 25, 2024 During the 66th Annual Meeting of the American Society of Hematology (ASH) (Free ASH Whitepaper) held in San Diego from December 7 to 10, preliminary results from the first human trial of QLS32015, a novel anticancer drug developed by Qilu Pharmaceutical for treating relapsed/refractory multiple myeloma (RRMM), were unveiled (Poster Number: 1990) (Press release, Qilu Pharmaceutical, DEC 25, 2024, View Source [SID1234649278]). The findings demonstrated that QLS32015 showed excellent anti-tumor activity and was well tolerated by patients with RRMM.

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QLS32015, a novel humanized IgG1 T-cell retargeting bispecific antibody, targets both GPRC5D, a G protein-coupled receptor class C group 5 member D, and CD3. By bridging CD3-expressing T cells and GPRC5D-expressing tumor cells, QLS32015 facilitates T-cell-mediated destruction of cancer cells. Instead of relying on the conventional major histocompatibility complex (MHC) and specific T-cell receptor (TCR) binding pathways, this process creates an immune synapse that activates T cells, triggering them to attack and kill tumor cells. [1-2]

This study is an open-label, dose-escalation/expansion Phase I clinical trial (NCT05920876), aiming to assess the safety of QLS32015 in patients with RRMM while offering preliminary insights into its efficacy. The study is led by Prof. Lugui Qiu from the Institute of Hematology and Blood Diseases Hospital at the Chinese Academy of Medical Sciences.

The study enrolled patients with RRMM who had either progressed on or shown intolerance to existing treatments. These patients received QLS32015 as monotherapy, administered subcutaneously at doses ranging from 2 to 200 μg/kg, either weekly or biweekly. During the Phase Ia dose-escalation phase, the primary endpoints were to identify the dose-limiting toxicities (DLT), the maximum tolerated dose (MTD), and the recommended phase 2 dose (RP2D). The study design employed a combination of accelerated titration and Bayesian optimal interval strategies.

As of August 31, 2024, a total of 13 patients had been enrolled in the trial. The median age among these participants was 61 years, and they had undergone a median of 3 prior lines of therapy (range, 1 to 8). Notably, 76.9% of the patients had received at least triple therapy, which included proteasome inhibitors, immunomodulators, and anti-CD38 monoclonal antibodies. Additionally, 23.1% of the participants had been treated with B-cell maturation antigen (BCMA) chimeric antigen receptor T-cell (CAR-T) therapy.

In terms of safety, one DLT was observed at the 54 μg/kg dose level, but the MTD was not reached. Treatment-related adverse events (TRAEs) were reported in all patients. The most common TRAE was cytokine release syndrome (CRS), occurring at grades 1 or 2 in all patients, with a median duration of 2.1 days. The most common grade ≥3 TRAEs were hematological toxicities, including lymphopenia (92.3%) and thrombocytopenia (61.5%). Most non-hematological TRAEs were grade 1 or 2. Importantly, no cases of immune effector cell-associated neurotoxicity syndrome (ICANS) were reported, and there were no TRAEs that led to treatment discontinuation or death.

As of the data cut-off, 12 out of the 13 enrolled patients had undergone at least one assessment of efficacy. The objective response rate (ORR), assessed according to the International Myeloma Working Group (IMWG) criteria, was 76.9% (10/13). Among these patients, two (15.4%) achieved complete response (CR), three (23.1%) reached very good partial response (VGPR), and five (38.5%) attained partial response (PR).

The findings suggest that QLS32015 has a tolerable safety profile and shows promising remission rates among RRMM patients. The dose-escalation study is still in progress. DLT, MTD, and RP2D are to be determined.

Research by City of Hope and Other Scientists May Help Patients Overcome Resistance to Chimeric Antigen Receptor (CAR) T Cell Therapy

On December 23, 2024 Physician-researchers with City of Hope, one of the largest cancer research and treatment organizations in the United States with its National Medical Center named Top 5 in the nation for cancer by U.S. News & World Report, reported to have developed a way to add features to T cells to help them overcome mechanisms of chimeric antigen receptor (CAR) T cell therapy resistance (Press release, City of Hope, DEC 24, 2024, View Source [SID1234649273]). Their new system is outlined in a paper published today in Nature Biomedical Engineering.

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CAR T cell therapy has revolutionized cancer care, providing a powerful option for some blood cancers. No treatment is perfect, however, and some patients develop resistance to CAR T cell therapies.

"Historically in the field, people have tried to overcome individual strategies that tumors use to evade immunotherapies. Engineering T cells to resist multiple strategies has been challenging due to limited DNA packaging capacity of current vector systems," said Scott E. James, M.D., Ph.D., assistant clinical professor in City of Hope’s Department of Hematology & Hematopoietic Cell Transplantation and lead author of the paper. "We developed a new method to facilitate encoding numerous features in T cells with the goal of overcoming multiple tumor escape mechanisms at the same time."

Current approved CAR T cell therapy takes immune cells from a patient’s bloodstream and reprograms them to produce a CAR that recognizes and binds to one specific protein, or antigen, found on cancer cells. Then, the engineered T cells are reintroduced into the patient’s system, where they destroy the targeted tumor cells that they now bind to. However, problems can arise, including low expression of the targeted antigen, that make it hard for T cells to "see" it.

"The tumor essentially becomes invisible to the T cells," explained Dr. James. "One solution has been to go after multiple different antigens or molecules at the same time. Generally, most approaches have involved targeting two antigens, but we were able to target up to four using our new strategy in this project."

But it’s not easy to just add multiple CARs into a T cell.

Dr. James compares the problem to running out of storage capacity for your computer. By using a zip or flash drive — or in this case, an additional gene delivery system or vector — you double your storage capacity.

"There are limitations in how much genetic information that we can get into a cell, based on using a single-vector approach," he said. "By using two vectors, and selectively purifying cells that received both vectors, we can double the amount of space that’s available to encode novel cellular programs."

Working with collaborators at Memorial Sloan Kettering Cancer Center, Weill Cornell Medical College, the University of Pennsylvania and the National Institutes of Health, Dr. James and Marcel van den Brink, M.D., Ph.D., president of City of Hope Los Angeles and National Medical Center, and chief physician executive, engineered a system that uses a dual vector approach to double the genetic information capacity, allowing for the simultaneous targeting of multiple antigens.

It also allows for the use of switch receptors, which turn negative signals from a cancer cell to positive signals, to reduce T cell exhaustion, another mechanism of tumor escape. The approach has been tested with up to four antigens and three switch receptors, showing improved anti-tumor activity and T cells that proliferated more and lived longer. Named "zip-sorting" by the researchers, the system provides a powerful methodology to construct and compare novel cellular therapies.

"We built this platform so that researchers can now deliver double the amount of genetic information into a T cell," said Dr. James. "To demonstrate the utility of this system, we engineered T cells with multiple receptors to allow them to respond to multiple target molecules and resist immune suppression by tumor cells."

While the work so far has been conducted in mouse models, the hope is to optimize zip-sorting for investigating the method in human cells. For example, the team of researchers is working on a project to test large numbers of switch receptors to see which combinations work the best.

"Our proof-of-principle experiments demonstrate that T cells can be engineered to overcome multiple tumor resistance mechanisms simultaneously and this holds great promise for clinical translation," said Dr. van den Brink, senior author of the study.

In addition to using zip-sorting for adding CARs and switch receptors, the technique could have other applications, like potentially adding transcription factors, which may make T cells proliferate better, or safety switches that can deplete T cells if they become too active, Dr. James said.

"It was surprising that we could put as many features as we did into a T cell and still have it maintain activity in a tumor microenvironment that would be normally suppressive," said Dr. James. "We can now engineer cells that are able to avoid multiple immune evasion strategies, and this had previously been a significant challenge to engineer resistance to all these strategies at once, together, in the same cell. I look forward to seeing what else we might be able to add to further enhance the long-term efficacy of CAR T cell therapies."

Funding for the study came from National Cancer Institute, National Heart, Lung, and Blood Institute, Parker Institute for Cancer Immunotherapy, National Marrow Donor Program Foundation and American Society of Clinical Oncology (ASCO) (Free ASCO Whitepaper).

OS Therapies Announces Pricing of $6 Million Private Placement

On December 25, 2024 OS Therapies, Inc. (NYSE-A: OSTX) ("OS Therapies" or "the Company"), a clinical-stage cancer immunotherapy and antibody drug conjugate biotechnology company, reported that it has entered into securities purchase agreements with investors to sell 1.5 million units at a price of $4.00 per unit, with each unit consisting of one share of Series A Senior Convertible Preferred Stock ("the Preferred Stock") initially convertible into one share of common stock and one warrant to purchase one share of common stock, expected to yield gross proceeds to the Company of $6 million, before deducting offering-related expenses (Press release, OS Therapies, DEC 24, 2024, View Source [SID1234649272]). The conversion price of the Preferred Stock into shares of common stock is $4.00 and the exercise price of the warrants is $4.40 per share. The private placement is expected to close on or about December 27, 2024, subject to the satisfaction of customary closing conditions.

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The Company intends to use the proceeds from the private placement for working capital, primarily focused on the clinical and regulatory milestones to support commercialization of the Company’s lead therapeutic candidate OST-HER2 in the treatment of recurrent, resected metastatic osteosarcoma in the United States in 2025, and for general corporate purposes. The FDA has granted OST-HER2 rare pediatric disease, fast track and orphan drug designations.

Brookline Capital Markets, a division of Arcadia Securities, LLC, served as placement agent and Ceros Financial Services, Inc. was engaged as a selected dealer to the placement agent.

The securities being issued and sold in the private placement, as well as the common shares the securities are convertible or exercisable into, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States, except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. The Company has agreed to file a registration statement with the Securities and Exchange Commission (the SEC") registering the resale of the shares of common stock issued in this private placement (the "Resale Shares").

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 the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offering of the Resale Shares under the resale registration statement will only be by means of a prospectus.