Special Note Regarding Forward-Looking Statements
Certain statements in this Report contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. These statements are based on our management's current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places, in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" section; Part II, Item 1 "Legal Proceedings"; and Part II, Item 1A "Risk Factors". All statements, other than statements of historical fact, included or incorporated herein regarding our strategy, future operations, financial position, future revenues, projected costs, plans, prospects and objectives are forward-looking statements. Words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," "think," "may," "could," "will," "would," "should," "continue," "potential," "likely," "opportunity" and similar expressions or variations of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are risks and uncertainties inherent in our business including, without limitation: our ability to adequately fund our projects as we will need additional funding to proceed with our objectives, the potential therapeutic effect of our products, the possibility of obtaining regulatory approval, our ability to find senior co-development partners with the capital and expertise needed to commercialize our products and to enter into arrangements with them on commercially reasonable terms, our ability to manufacture and sell any products, our ability to enter into arrangements with third party vendors, market acceptance of our products, our ability to earn a profit from sales or licenses of any drugs, our ability to discover new drugs in the future, changing market conditions, changes in laws and regulations affecting our industry, and issues related to ourNew Brunswick, New Jersey facility. With the outbreak of the COVID-19 coronavirus and our prior research into Ampligen's antiviral activity against Severe Acute Respiratory Syndrome, or SARS, we are now expanding our clinical/business focus to include the potential of Ampligen to serve as a protective prophylaxis and an early-onset therapeutic for the virus SARS-CoV-2, the cause of COVID-19 and as part of a vaccine. Significant testing and trials will be required to determine whether Ampligen will be effective in the treatment of the COVID-19 coronavirus in humans and no assurance can be given that it will be the case. Our beliefs rely on a number of previous studies related to SARS-CoV-1. No assurance can be given that future studies will not result in findings that are different from those reported in the studies to which we refer. Results obtained in animal models do not necessarily predict results in humans. Some of the world's largest pharmaceutical companies and medical institutions are racing to find a treatment for COVID-19. Even if Ampligen proves effective in combating the virus, no assurance can be given that our actions toward proving this will be given first priority or that another treatment that eventually proves capable will not negate our current and future efforts. The pandemic is disrupting world health and world economies and most likely will continue to do so for a long time. While we are able to continue to operate, we -like all businesses - are unable to gauge exactly how this pandemic will affect our operations in the future. We are reaching out, directly and indirectly, to theU.S. government, numerous foreign governments and entities related to the COVID-19 coronavirus and, if successful, will be working in these countries. In this regard, we are working withJapan's National Institute of Infectious Diseases ("NIID") to test Ampligen as a potential treatment for COVID-19 coronavirus. InMarch 2020 , the NIID initiated preliminary laboratory testing of Ampligen as a potential treatment for COVID-19. OnJuly 1, 2020 , we entered into a trilateral material transfer and research agreement with the NIID and Shionogi & Co., Ltd. ("Shionogi"), one ofJapan's premier pharma companies to test the Company's drug Ampligen as a potential vaccine adjuvant for COVID-19. Under the agreement, we have and will continue to provide Ampligen samples for various research projects. Per the agreement, the details of all preclinical and clinical results will remain confidential until released by NIID and Shionogi. 21 In addition,Shenzhen Smoore Technology Limited has agreed to run preliminary tests inChina to the efficacy of Smoore's inhalation delivery device using Ampligen. Ampligen is scheduled to be shipped to Smoore for testing, pending resolution of variousChina inbound import regulatory requirements. AIM and Smoore are working to identify and navigate any and all regulatory obligations. Assuming Ampligen proves an effective COVID-19 treatment, significant testing will be required to determine whether the Smoore device will be able to safely deliver Ampligen in an appropriate dose without diminishing its efficacy against COVID-19. Operating in foreign countries carries with it a number of risks, including potential difficulties in enforcing intellectual property rights. We cannot assure that our potential operations in foreign countries will not be adversely affected by these risks. We have filed provisional patent applications related to the COVID-19 coronavirus. However, these filings do not assure that patents will ultimately be granted. We recently contractedAmarex Clinical Research LLC ("Amarex") to act as our Clinical Research Organization and provide regulatory support with regard to a clinical trial testing Ampligen's potential as a COVID-19 prophylaxis via intranasal delivery. Testing is subject to obtaining IND authorization from the FDA. No assurance can be given that the IND will be obtained or that the testing will be successful. Should it prove promising, additional testing will be required. OnJuly 6, 2020 , the Company entered into a clinical trial agreement (CTA) withRoswell Park to supportRoswell Park's Phase 1/2a trial of Ampligen in combination with interferon alfa-2b, in cancer patients with mild to moderate COVID-19, the disease caused by the SARS-CoV-2 coronavirus. Funding for the clinical trial is provided, in part, through grants from theNational Cancer Institute and AIM, as well as institutional support fromRoswell Park . It is planned that the phase 1/2a study will enroll up to 44 patients in two stages. Phase 1 will see 12-24 patients receiving both Ampligen and interferon alfa-2b at escalating doses. Once that initial phase is complete, further study participants will be randomized to two arms: one receiving the two-drug combination and a control groupwho will not receive Ampligen or interferon alfa but will receive best available care. We are a financial sponsor of the study and will provide Ampligen at no charge for this study. Additional information on the clinical trial, which is recruiting patients, is available at clinicaltrials.gov. Recently, the Company also entered into a material transfer agreement with theUniversity of Rochester which is planning a series of in vitro experiments in which it will be testing the direct antiviral activity of Ampligen on SARS-CoV-2, as well as the mechanism of action. The Company also entered into a specialized services agreement withUtah State University and supplied Ampligen to support the University'sInstitute for Viral Research in its research into SARS-CoV-2. The Utah State results show that Ampligen was able to decrease SARS-CoV-2 infectious viral yields by 90% at clinically achievable intranasal Ampligen dosage levels. InFebruary 2013 , we received a Complete Response Letter from theFood and Drug Administration , or FDA, for our Ampligen New Drug Application, or NDA, for the treatment of CFS. The FDA communicated that we should conduct at least one additional clinical trial, complete various nonclinical studies and perform a number of data analyses. Accordingly, the remaining steps to potentially gain FDA approval of the Ampligen NDA, the final results of these and other ongoing activities could vary materially from our expectations and could adversely affect the chances for approval of the Ampligen NDA. These activities and the ultimate outcomes are subject to a variety of risks and uncertainties, including but not limited to risks that (i) the FDA may ask for additional data, information or studies to be completed or provided; and (ii) the FDA may require additional work related to the commercial manufacturing process to be completed or may, in the course of the inspection of manufacturing facilities, identify issues to be resolved. InAugust 2016 , we received approval of our NDA from Administracion Nacional de Medicamentos, Alimentos y Tecnologia Medica, or ANMAT, for commercial sale of rintatolimod (U.S. tradename: Ampligen®) in theArgentine Republic for the treatment of severe CFS. The product will be marketed by GP Pharm, our commercial partner inLatin America . We believe, but cannot assure, that this approval provides a platform for potential sales in certain countries within theEuropean Union under regulations that support cross-border pharmaceutical sales of licensed drugs. InEurope , approval in a country with a stringent regulatory process in place, such asArgentina , should add further validation for the product as the Early Access Program, or EAP, as discussed below and was used inEurope in pancreatic cancer. ANMAT approval is only an initial, but important, step in the overall successful commercialization of our product. There are a number of actions that must occur before we could be able to commence commercial sales inArgentina . InSeptember 2019 , we received clearance from the FDA to ship Ampligen toArgentina for the commercial launch and subsequent sales. We are currently working with GP Pharm on the commercial launch of Ampligen inArgentina . Commercialization inArgentina will require, among other things, an appropriate reimbursement level, appropriate marketing strategies, completion of manufacturing preparations for launch. Additionally, AIM has shipped Ampligen toArgentina for ANMAT's release. Approval of rintatolimod for severe CFS in theArgentine Republic does not in any way suggest that the Ampligen NDA inthe United States or any comparable application filed in theEuropean Union or elsewhere will obtain commercial approval. 22 InMay 2016 , we entered into a five-year agreement with myTomorrows, aNetherlands based company, for the commencement and management of an EAP inEurope andTurkey related to CFS. Pursuant to the agreement, myTomorrows, as our exclusive service provider and distributor in this territory, is performing EAP activities. InJanuary 2017 , the EAP was extended to pancreatic cancer patients beginning inthe Netherlands . InFebruary 2018 , we signed an amendment to extend the territory to coverCanada to treat pancreatic cancer patients, pending government approval. InMarch 2018 , we signed an amendment to which myTomorrows will be our exclusive service provider for special access activities inCanada for the supply of Ampligen for the treatment of CFS. No assurance can be given that we can sufficiently supply product should we experience an unexpected demand for Ampligen in our clinical studies, the commercial launch inArgentina or pursuant to the EAPs. No assurance can be given that Ampligen will prove effective in the treatment of pancreatic cancer. Currently, six oncology Ampligen clinical trials are underway with a number of subjects enrolled at university cancer centers testing whether tumor microenvironments can be reprogrammed to increase the effectiveness of cancer immunotherapy, including checkpoint blockade. Four are atRoswell Park and the other two (one temporarily suspended with plans to be reactivated) are at theUniversity of Pittsburgh Medical Center . No assurance can be given as to the results of these underway trials. Six additional cancer trials in collaboration with University Medical/Cancer Research Centers using Ampligen plus checkpoint blockade are in various pre-enrollment stages. No assurance can be given as to whether some or all of the planned additional oncology clinical trials will occur and they are subject to many factors including lack of regulatory approval(s), lack of study drug, or a change in priorities at the sponsoring universities or cancer centers. Even if these additional clinical trials are initiated, as we are not the sponsor, we cannot assure that these clinical studies or the six studies underway will be successful or yield any useful data. In addition, initiation of planned clinical trials may not occur secondary to many factors including lack of regulatory approval(s) or lack of study drug. Even if these clinical trials are initiated, the Company cannot assure that the clinical studies will be successful or yield any useful data or require additional funding. The Company recognizes that all cancer centers, like all medical facilities, must make the pandemic their priority. Therefore, there is the potential for delays in clinical trial enrollment and reporting in ongoing studies in cancer patients because of the COVID-19 medical emergency. Our overall objectives include plans to continue seeking approval for commercialization of Ampligen inthe United States and abroad as well as seeking to broaden commercial therapeutic indications for Alferon N Injection presently approved inthe United States andArgentina . We continue to pursue senior co-development partners with the capital and expertise needed to commercialize our products and to enter into arrangements with them on commercially reasonable terms. Our ability to commercialize our products, widen commercial therapeutic indications of Alferon N Injection and/or capitalize on our collaborations with research laboratories to examine our products are subject to a number of significant risks and uncertainties including, but not limited to our ability to enter into more definitive agreements with some of the research laboratories and others that we are collaborating with, to fund and conduct additional testing and studies, whether or not such testing is successful or requires additional testing and meets the requirements of the FDA and comparable foreign regulatory agencies. We do not know when, if ever, our products will be generally available for commercial sale for any indication. We strived to maximize the outsourcing of certain components of our manufacturing, quality control, marketing and distribution while maintaining control over the entire process through our quality assurance and regulatory groups. We are investigating utilizing contract manufactures for the Alferon process. We cannot provide any guarantee that the facility or current or potential contract manufacturers will pass an FDA pre-approval inspection for Alferon manufacturing. 23 Commercial sales of Alferon in theU.S. will not resume until new batches of commercial filled and finished product are produced and released by the FDA. While the facility is approved by the FDA under the Biologics License Application ("BLA") for Alferon, this status will need to be reaffirmed by an FDA pre-approval inspection. We will also need theFDA's approval to release commercial product once we have submitted satisfactory stability and quality release data. Currently, the manufacturing process is on hold and there is no definitive timetable to have the facility back online. Prior to completing validation, we plan on modernizing the manufacturing process to make it lower-cost and higher volume. If, following modernization, we are unable to gain the necessary FDA approvals related to the manufacturing process and/or final product of new Alferon inventory, our operations most likely will be materially and/or adversely affected. Considering these contingencies, there can be no assurances that the approved Alferon N Injection product will be returned to production on a timely basis, if at all, or that if and when it is again made commercially available, it will return to prior sales levels. We believe, and are investigating, Ampligen's potential role in enhancing the activity of influenza vaccines. While certain studies involving rodents, non-human primates (monkeys) and healthy human subjects indicate that Ampligen may enhance the activity of influenza vaccines by conferring increased cross-reactivity or cross-protection, further studies will be required and no assurance can be given that Ampligen will assist in the development of a universal vaccine for influenza or other viruses. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. This Report also refers to estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk. Overview GeneralAIM ImmunoTech Inc. and its subsidiaries (collectively, "AIM", "Company", "we" or "us") are an immuno-pharma company headquartered inOcala, Florida and focused on the research and development of therapeutics to treat multiple types of cancers, various viruses and immune-deficiency disorders. We have established a strong foundation of laboratory, pre-clinical and clinical data with respect to the development of nucleic acids and natural interferon to enhance the natural antiviral defense system of the human body and to aid the development of therapeutic products for the treatment of certain cancers and chronic diseases. AIM's flagship products include Ampligen® (rintatolimod), a first-in-class drug of large macromolecular RNA (ribonucleic acid) molecules, and Alferon N Injection® (Interferon Alfa-N3). A first-in-class drug is also known as a new molecular entity that contains an active moiety. Ampligen has not been approved by the FDA or marketed in the US. Since the outbreak of SARS-CoV-2, the novel virus that causes COVID-19, we have been actively engaged in determining whether Ampligen could be an effective treatment for this virus or could be part of a vaccine. We believe that Ampligen has the potential to be both an early-onset treatment for and prophylaxis against SARS-CoV-2. Ampligen is also being researched as part of a potential COVID-19 vaccine strategy that combines Ampligen as an immune enhancer seeking to boost the efficacy of the vaccine and also convey cross-reactivity and cross-protection against future mutations. We believe that prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects against the new virus. 24 Beginning inApril 2020 , we entered into confidentiality and non-disclosure agreements with numerous companies for the potential outsourcing of the production of polymer, enzyme, placebo as well as Ampligen and one Contract Research Organization which may also assist with the planning, presentation and filing of documents with the FDA. These confidentiality and non-disclosure agreements are only the initial step in forging relationships with these entities to obtain contract manufacturers and research partners. No assurance can be given as to how many of these, initial explorations, if any, will result in definitive arrangements or, with regard to potential research partners, what research arrangements will develop and thereafter prove fruitful. Ampligen® represents an RNA being developed for globally important cancers, viral diseases and disorders of the immune system. Ampligen® has in the clinic demonstrated the potential for standalone efficacy in a number of solid tumors. We have also seen success in increasing survival rates and efficacy in the treatment of animal tumors when Ampligen® is used in combination with checkpoint blockade therapies. This success in the field of immuno-oncology has guided our focus toward the potential use of Ampligen® as a combinational therapy for the treatment of a variety of solid tumor types. There are currently multiple Ampligen® clinical trials testing Ampligen in humans - both underway and planned - at major cancer research centers around the country. Ampligen ® was used as a monotherapy to treat pancreatic cancer patients in an Early Access Program (EAP) approved by the Inspectorate of Healthcare inthe Netherlands atErasmus Medical Center . In September, AIM reported receipt of statistically significantly results of positive survival benefit when using Ampligen in patients with locally advanced/metastatic pancreatic cancer after systemic chemotherapy. AIM will work with its Contract Research Organization,Amarex Clinical Research LLC , to seek FDA "fast-track" and possibly even FDA "breakthrough" designations and to obtain authorization to conduct a follow-up pancreatic cancer Phase 2/3 clinical trial with sites inthe Netherlands at Erasmus MC underProf. van Eijck , and also at major cancer research centers inthe United States . Ampligen® is also being evaluated for the treatment of myalgic encephalomyelitis/chronic fatigue syndrome (ME/CFS). AIM is currently sponsoring an expanded access program for ME/CFS patients in theU.S. InAugust 2016 , we received approval of our NDA from Administracion Nacional de Medicamentos, Alimentos y Tecnologia Medica (ANMAT) for commercial sale of Ampligen® in theArgentine Republic for the treatment of severe CFS. With regulatory approval inArgentina , Ampligen® is the world's only approved therapeutic for ME/CFS. OnJune 10, 2020 , we received import clearance from ANMAT to import the first shipment of commercial grade vials of Ampligen® toArgentina . The next steps in the commercial launch of Ampligen® include ANMAT conducting a final inspection of the product and release tests before granting final approval to begin commercial sales. AIM has supplied GP Pharm with the Ampligen required for testing and ANMAT release. Once final approval by ANMAT is obtained, GP Pharm will begin distributing Ampligen® inArgentina . We continue to pursue our Ampligen New Drug Application, or NDA, for the treatment of CFS with the FDA. Alferon N Injection® is approved for a category of sexually transmitted diseases infection and patients that are intolerant to recombinant interferon inArgentina . Alferon is the only natural-source, multi-species alpha interferon currently approved for sale in theU.S. for the intralesional treatment of refractory (resistant to other treatment) or recurring external condylomata acuminata/genital warts (GW) in patients 18 years of age or older. Certain types of human papilloma viruses cause GW. AIM also has approval from ANMAT for the treatment of refractory patients that failed or were intolerant to treatment with recombinant interferon inArgentina . We operate a 30,000 sq. ft. facility inNew Brunswick, NJ with the objective of producing Ampligen® and Alferon®. We are committed to a focused business plan oriented toward finding senior co-development partners with the capital and expertise needed to commercialize the many potential therapeutic aspects of Ampligen® and our FDA-approved drug Alferon® N. OUR PRODUCTS
Our primary pharmaceutical product platform consists of Ampligen®, a first-in-class drug of large macromolecular double-stranded (ds) RNA (ribonucleic acid) molecules, and our FDA-approved natural alpha-interferon product, Alferon N Injection®.
25 Ampligen® Ampligen® is approved for sale inArgentina for severe Chronic Fatigue Syndrome (CFS) and is an experimental drug inthe United States currently undergoing clinical development for the treatment of certain cancers and ME/CFS. Over its developmental history, Ampligen® has received various designations, including Orphan Drug Product Designation (FDA andEuropean Medicines Agency ("EMA")), Treatment protocol (e.g., "Expanded Access" or "Compassionate" use authorization) with Cost Recovery Authorization (FDA) and "promising" clinical outcome recognition based on the evaluation of certain summary clinical reports ("AHRQ" orAgency for Healthcare Research and Quality ). Ampligen® represents the first drug in the class of large (macromolecular) dsRNA molecules to apply for NDA review. Based on the results of published, peer reviewed pre-clinical studies and clinical trials, we believe that Ampligen® may have broad-spectrum anti-viral and anti-cancer properties. We believe that nucleic acid compounds represent a potential new class of pharmaceutical products designed to act at the molecular level for treatment of many human diseases. There are two forms of nucleic acids, deoxyribonucleic acid ("DNA") and ribonucleic acid ("RNA"). DNA is a group of naturally occurring molecules found in chromosomes, the cell's genetic machinery. RNA is a group of naturally occurring informational molecules which orchestrate a cell's behavior which, in turn, regulates the action of groups of cells, including the cells which compromise the body's immune system. RNA directs the production of proteins and regulates certain cell activities including the activation of an otherwise dormant cellular defense against viruses and tumors. Our drug technology utilizes specifically-configured RNA and is a selective TLR3 agonist that is administered intravenously. Ampligen® has been assigned the generic name rintatolimod by theUnited States Adopted Names Council (USANC) and has the chemical designation poly(I):poly(C12U). EAP/clinical trials of Ampligen® that have been conducted or that are ongoing include studies of the potential treatment of patients with renal cell carcinoma, malignant melanoma, non-small cell lung, ovarian, breast, colorectal, urothelial, prostate and pancreatic cancer, ME/CFS, Hepatitis B and HIV. We have received approval of our NDA from ANMAT for commercial sale of rintatolimod (U.S. tradename: Ampligen®) in theArgentine Republic for the treatment of severe CFS. The product will be marketed by GP Pharm, our commercial partner inLatin America . OnSeptember 19, 2019 , AIM received clearance from the FDA to ship Ampligen toArgentina for the commercial launch and subsequent sales. We are currently working with GP Pharm on the commercial launch of Ampligen inArgentina . Commercialization inArgentina will require, among other things, GP Pharm to establish disease awareness, medical education, creation of an appropriate reimbursement level, design of marketing strategies and completion of manufacturing preparations for launch. The FDA has authorized an open-label expanded access treatment protocol, ("AMP-511"), allowing patient access to Ampligen® in an open-label safety study under which severely debilitated CFS patients have the opportunity to be on Ampligen® to treat this very serious and chronic condition. The data collected from the AMP-511 protocol through clinical sites provide safety information regarding the use of Ampligen® in patients with CFS. We are establishing an enlarged data base of clinical safety information which we believe will provide further documentation regarding the absence of autoimmune disease associated with Ampligen® treatment. We believe that continued efforts to understand existing data, and to advance the development of new data and information, will ultimately support our future filings for Ampligen® and/or the design of future clinical studies that the FDA requested in a complete response letter. The FDA approved the increase reimbursement level from$200 to$345 per 200 mg vial of Ampligen, due to increased production costs; which was re-authorized in 2020. At this time, we do not plan on passing this adjustment along to the patients in this program. As ofSeptember 30, 2020 , there are 10 patients enrolled in this open-label expanded access treatment protocol. InOctober 2020 , AIM receivedInstitutional Review Board (IRB) approval for the expansion of the AMP-511 Expanded Access Program (EAP) clinical trial for Myalgic Encephalomyelitis/Chronic Fatigue Syndrome (ME/CFS) to include patients previously diagnosed with SARS-CoV-2 following clearance of the virus, butwho still demonstrate chronic fatigue-like symptoms. InMay 2016 , we entered into a five-year agreement with myTomorrows, aNetherlands based company, for the commencement and management of an Early Access Program ("EAP") inEurope andTurkey (the "Territory") related to ME/CFS. Pursuant to the agreement, as amended, myTomorrows also will manage all Early Access Programs and Special Access Programs inEurope ,Canada andTurkey to treat pancreatic cancer and ME/CFS patients. InApril 2018 , we completed data analysis of an intranasal human safety study of Ampligen® plus FluMist® known as AMP-600. The study was previously closed after theUS Centers for Disease Control and Prevention ("CDC") recommended against the use of FluMist®. Intranasal Ampligen® in combination with FluMist® was generally well-tolerated in the study. 26 InJune 2018 , Ampligen® was cited as outperforming two other TLR3 agonists, poly IC and natural double stranded RNA, in creating an enhanced tumor microenvironment for checkpoint blockage therapy in the journal ofCancer Research (http://cancerres.aacrjournals.org/content/early/2018/05/31/0008-5472.CAN-17-3985). In a head-to-head study in explant culture models, Ampligen® activated the TLR3 pathway and promoted an accumulation of killer T cells but, unlike the other two TLR3 agonists, it did so without causing regulatory T cell (Treg) attraction. These findings were considered important because they indicate that Ampligen® selectively reprograms the tumor microenvironment by inducing the beneficial aspects of tumor inflammation (attracting killer T cells), without amplifying immune suppressive elements such as regulatory T cells. The study was conducted at theUniversity of Pittsburgh andRoswell Park as a part of theNIH -funded P01 CA132714 and Ovarian Cancer Specialized Program of Research Excellence (SPORE). Based upon these findings AIM andRoswell Park expanded their existing scientific collaboration to advance the clinical development of Ampligen® which has shown promise in preclinical studies when combined with checkpoint inhibitors (CPIs). The parties executed a Memorandum of Understanding ("MOU") designed to further assess the clinical potential of Ampligen® in treating certain cancers. This phase I/II study will evaluate the potential of Ampligen® to enhance the immune mediated effects of CPIs in patients with advanced solid tumors including bladder, melanoma and renal cell carcinoma. In 2018, we completed production of two commercial-size batches of more than 16,000 vials of Ampligen®, following its "Fill & Finish" at theContract Manufacturing Organization . These lots passed all required testing for regulatory release for human use and are being used for multiple programs including the treatment of ME/CFS, the pancreatic cancer EAP inthe Netherlands , and will continue to be used for ongoing and future clinical studies in oncology. Additionally, two lots of Ampligen were manufactured inDecember 2019 andJanuary 2020 at Jubilant. The current manufactured lots of Ampligen have been fully tested and released for commercial product launch inArgentina and for clinical trials. Alferon N Injection® Alferon N Injection® is the registered trademark for our injectable formulation of natural alpha interferon. Alferon® is the only natural-source, multi-species alpha interferon currently approved for sale in theU.S. andArgentina for the intralesional (within lesions) treatment of refractory (resistant to other treatment) or recurring external genital warts in patients 18 years of age or older. Alferon® is also approved inArgentina for the treatment of refractory patients that failed or were intolerant to treatment with recombinant interferons. Certain types of human papilloma viruses ("HPV") cause genital warts, a sexually transmitted disease ("STD"). According to theCDC , HPV is the most common sexually transmitted infection, with approximately 79 million Americans - most in their late teens and early 20s - infected with HPV. In fact, theCDC states that "HPV is so common that nearly all sexually active men and women get the virus at some point in their lives." Although they do not usually result in death, genital warts commonly recur, causing significant morbidity and entail substantial health care costs. Interferons are a group of proteins produced and secreted by cells to combat diseases. Researchers have identified four major classes of human interferon: alpha, beta, gamma and omega. Alferon N Injection® contains a multi-species form of alpha interferon. The world-wide market for injectable alpha interferon-based products has experienced rapid growth and various alpha interferon injectable products are approved for many major medical uses worldwide. Alpha interferons are manufactured commercially in three ways: by genetic engineering, by cell culture, and from human white blood cells. All three of these types of alpha interferon are or were approved for commercial sale in theU.S. Our natural alpha interferon is produced from human white blood cells. The potential advantages of natural alpha interferon over recombinant (synthetic) interferon produced and marketed by other pharmaceutical firms may be based upon their respective molecular compositions. Natural alpha interferon is composed of a family of proteins containing many molecular species of interferon. In contrast, commercial recombinant alpha interferon products each contain only a single species. Researchers have reported that the various species of interferons may have differing antiviral activity depending upon the type of virus. Natural alpha interferon presents a broad complement of species, which we believe may account for its higher activity in laboratory studies. Natural alpha interferon is also glycosylated (partially covered with sugar molecules). Such glycosylation is not present on the currentlyU.S. marketed recombinant alpha interferons. We believe that the absence of glycosylation may be, in part, responsible for the production of interferon-neutralizing antibodies seen in patients treated with recombinant alpha interferon. Although cell culture-derived interferon is also composed of multiple glycosylated alpha interferon species, the types and relative quantity of these species are different from our natural alpha interferon. 27 Alferon N Injection® [Interferon alfa-n3 (human leukocyte derived)] is a highly purified, natural-source, glycosylated, multi-species alpha interferon product. There are essentially no neutralizing antibodies observed against Alferon N Injection® to date and the product has a relatively low side-effect profile. The recombinant DNA derived alpha interferon formulations have been reported to have decreased effectiveness after one year of treatment, probably due to neutralizing antibody formation
See "Manufacturing" and "Marketing/Distribution" sections below for more details on the manufacture and marketing/distribution of Alferon N Injection®.
COVID-19 Following the SARS-CoV-1 outbreak in 2002-03, Ampligen exhibited excellent antiviral properties and protective survival effect inNIH -contracted studies of SARS-infected mice, which is very similar to SARS-CoV-2, the novel virus that causes COVID-19. ? The Barnard 2006 study
(https://journals.sagepub.com/doi/abs/10.1177/095632020601700505) found that
Ampligen reduced virus lung levels to below detectable limits.
? The Day 2009 study (https://www.ncbi.nlm.nih.gov/pmc/articles/PMC2787736/)
found that, instead of 100% mortality, there was 100% protective survival.
AIM compared key transcription regulatory sequences of SARS-CoV-1 to SARS-CoV-2 and found significant similarities, suggesting highly probable extension of the antiviral effects of Ampligen in the earlierNIH -contracted SARS experiments to COVID-19. The SARS-CoV-2 virus - which causes COVID-19 - shares important genomic and pathogenic similarities with SARS-CoV-1 (hence its name). Since Ampligen has shown antiviral activity against more distantly related coronaviruses, there was a reasonable probability that the antiviral effects of Ampligen against SARS-CoV-1 will likely extend to SARS-CoV-2, as discussed below, recently, Ampligen has demonstrated in vitro antiviral activity against SARS-CoV-2. We believe that this creates a compelling case for clinical trials to evaluate Ampligen as a potential tool in the fight against COVID-19. Since the late 2019 outbreak of SARS-CoV-2, we have been actively engaged in determining whether Ampligen could be an effective treatment for this virus or could be part of a vaccine. We believe that Ampligen has the potential to be both an early-onset treatment for and prophylaxis against SARS-Cov-2. Ampligen is also being researched as part of a potential COVID-19 vaccine strategy that combines Ampligen as an immune enhancer seeking to boost the efficacy of the vaccine and also convey cross-reactivity and cross-protection against future mutations. We believe that prior studies of Ampligen in SARS-CoV-1 animal experimentation may predict similar protective effects against the new virus. InFebruary 2020 , we filed three provisional patent applications related to Ampligen in our efforts toward joining the global health community in the fight against the deadly coronavirus (See: https://aimimmuno.com/press-release/aim-immunotech-files-provisional-patent-application-for-the-use-of-ampligenr-as-a-potential-therapy-for-covid-19-induced-chronic-fatigue/). Our three provisional patent applications include: 1) Ampligen as a therapy for the coronavirus; 2) Ampligen as part of a proposed intranasal universal coronavirus vaccine that combines Ampligen with inactivated coronavirus, conveying immunity and cross-protection and; 3) a high-volume manufacturing process for Ampligen. Under the Patent Cooperation Treaty of 1970, which provides international protections for patents, the three provisional patent applications can convert to international patent applications based on the date of their filings. In earlyApril 2020 , we entered into a Material Transfer Agreement withShenzhen Smoore Technologies located inShenzhen China , the world's largest manufacturer of inhalation devices. Pursuant to this agreement, Smoore has agreed to run preliminary tests inChina to the efficacy of Smoore's inhalation delivery device using Ampligen. Initial testing will include evaluation of Ampligen with regards to safety and characterization of the inhaler vapor properties. Additional testing will study the particle size of various Ampligen concentrations in aqueous solutions obtainable using Smoore's technology. The goal of these studies is to establish a reproducible method to obtain an Ampligen-containing atomized mist that can deliver biologically active Ampligen deep into the lung airways of humans. The Ampligen is scheduled to be shipped to Smoore for testing, pending resolution of variousChina inbound import regulatory requirements. AIM and Smoore are working to identify and navigate any and all regulatory obligations. 28 OnAugust 6, 2020 , we contractedAmarex Clinical Research LLC ("Amarex") to act as our Clinical Research Organization and provide regulatory support with regard to a clinical trial testing Ampligen's potential as a COVID-19 prophylaxis via intranasal delivery. For Phase I we anticipate providing approximately$514,000 to Amarex. For the subsequent Phase II we anticipate providing approximately an additional$650,000 . Additional costs expected to be incurred by us for the clinical trial are estimated at$4.5 million . We expect that Phase I will consist of 24 test subjects and that Phase II will consist of 150 test subjects. Beginning inApril 2020 , we entered into confidentiality and non-disclosure agreements with numerous companies for the potential outsourcing of the production of polymer, enzyme, placebo as well as Ampligen, and one Contract Research Organization, Amarex, which will provide regulatory support related to a clinical trial testing Ampligen's potential as a COVID-19 prophylaxis via intranasal delivery. In addition, we have joined with ChinaGoAbroad (CGA) to facilitate the entry of Ampligen intothe People's Republic of China (PRC) for use as a prophylactic/early-onset therapeutic against COVID-19. CGA is a member-based online information platform and offline advisory firm serving to facilitate two-way international transactions relating to the PRC in collaboration with theChina Overseas Development Association (CODA). The relationship with ChinaGoAbroad is ongoing. OnMay 11, 2020 , the FDA authorized an IND forRoswell Park to conduct a Phase 1/2a study of a regimen of Ampligen and interferon alpha in cancer patients with mild or moderate COVID-19 infections. This new clinical trial, sponsored by theRoswell Park in collaboration with us, will test the safety of this combination regimen in patients with cancer and mild to moderate COVID-19, and the extent to which this therapy will promote clearance of the SARS-CoV-2 virus from the upper airway. It is planned that the phase 1/2a study will enroll up to 44 patients in two stages. Phase 1 will see 12-24 patients receiving both Ampligen and interferon alfa-2b at escalating doses. Once that initial phase is complete, further study participants will be randomized to two arms: one receiving the two-drug combination and a control groupwho will not receive Ampligen or interferon alfa but will receive best available care. We intend to be a financial sponsor of the study and will provide Ampligen at no charge for this study. OnJuly 6, 2020 , we entered into a clinical trial agreement withRoswell Park pursuant to whichRoswell Park will conduct a Phase 1/2a trial of Ampligen (rintatolimod) in combination with interferon alfa, in cancer patients with COVID-19, the disease caused by the SARS-CoV-2 coronavirus. TheNational Cancer Institute and AIM are supporting this trial. AIM reported in September that recruitment in the trial had begun. See: clinicaltrials.gov/NCT04379518. Recently, we also entered into a material transfer agreement with theUniversity of Rochester which is planning a series of in vitro experiments in which it will be testing the direct antiviral activity of Ampligen on SARS-CoV-2, as well as the mechanism of action. We also entered into a specialized services agreement withUtah State University and has supplied Ampligen to support the University'sInstitute for Viral Research in its research into SARS-CoV-2. The Utah State results show that Ampligen was able to decrease SARS-CoV-2 infectious viral yields by 90% at clinically achievable intranasal Ampligen dosage levels. Cancer We have been working with theUniversity of Pittsburgh's chemokine modulation research initiative which includes the use of Ampligen® as a potential adjuvant to modify the tumor microenvironment (TME) with the goal of increasing anti-tumor responses to check point inhibitors (CPI). As part of this collaboration, AIM has supplied Ampligen® (rintatolimod) to the University. The study, under the leadership ofRobert P. Edwards , MD, chair of gynecologic services atMagee-Women's Hospital of theUniversity of Pittsburgh School of Medicine , and Professor of SurgeryPawel Kalinski , M.D., Ph.D., atRoswell Park ,Buffalo, N.Y. , involved the chemokine modulatory regimen developed byDr. Kalinski's group and successfully completed the Phase 1 dose escalation in patients with resectable colorectal cancer. In the 1st quarter of 2017,Dr. Kalinski relocated toRoswell Park inBuffalo, NY and has established a cancer program which will continue to require a supply of Ampligen®. 29 InOctober 2018 , we signed a clinical trial agreement withRoswell Park to evaluate Ampligen® in combination with checkpoint inhibitors (CPIs). The Phase IIa clinical trial will evaluate the immune-mediated effects of cytokine modulation in combination with CPIs in patients with primary resistance to CPI therapy. The protocol will seek to evaluate the combination of Ampligen® and CPIs in patients with advanced urothelial carcinoma, renal cell carcinoma and melanoma. Ampligen® is our investigational immune-enhancing TLR3 agonist that has demonstrated a robust anti-cancer effect in preclinical models when combined with CPIs. This new agreement expands the extensive prior clinical and preclinical work into the clinical checkpoint blockade arena and offers the opportunity to begin evaluation of this combination therapy in patients with a variety of solid tumors where large numbers of patients do not respond or progress following treatment with standard CPI-based therapy.
Currently, six Ampligen® clinical trials are underway at university cancer centers testing whether tumor microenvironments can be reprogrammed to increase the effectiveness of cancer immunotherapy, including checkpoint inhibitors:
? Advanced Recurrent Ovarian Cancer - Phase 1 / 2 study of intraperitoneal
chemo-immunotherapy in advanced recurrent ovarian cancer; Phase 1 portion
establishes intraperitoneal safety. Awaiting publication of Phase I results.
https://clinicaltrials.gov/ct2/show/NCT02432378
? Advanced Recurrent Ovarian Cancer - A follow-up Phase 2 study of advanced
recurrent ovarian cancer using cisplatin, pembrolizumab, plus Ampligen; up to
45 patients to be enrolled; enrollment has commenced, and the numerous
patients have commenced treatment.
https://clinicaltrials.gov/ct2/show/NCT03734692
? Stage 4 Metastatic Triple Negative Breast Cancer - Phase 2 study of metastatic
triple-negative breast cancer using chemokine modulation therapy, including
Ampligen and pembrolizumab. All patients have been treated or are in
treatment. https://www.clinicaltrials.gov/ct2/show/NCT03599453
? Stage 4 Colorectal Cancer Metastatic to the Liver - Phase 2a study of Ampligen
as component of chemokine modulatory regimen on colorectal cancer metastatic
to liver; the majority of the 12 planned patients enrolled and treated.
https://clinicaltrials.gov/ct2/show/NCT03403634
? Early-Stage Prostate Cancer - Phase 2 study investigating the effectiveness
and safety of aspirin and Ampligen with or without interferon-alpha 2b (Intron
A) compared to no drug treatments in a randomized three-arm study of patients
with prostate cancer before undergoing radical prostatectomy. Patient
enrollment has been initiated in this study designed for up to 45 patients.
https://clinicaltrials.gov/ct2/show/NCT03899987
? Early-Stage Triple Negative Breast Cancer - Phase 1 study of chemokine
modulation plus neoadjuvant chemotherapy in patients with early-stage triple
negative breast cancer has received FDA authorization; the objective of this
study is to evaluate the safety and tolerability of a combination of Ampligen,
celecoxib with or without Intron A, when given along with chemotherapy; the
goal of this approach is to increase survival. This study is recruiting
patients designed for up to 24 patients.
https://clinicaltrials.gov/ct2/show/NCT04081389
Six Ampligen clinical trials are planned for initiation in 2020/21:
? Brain-Metastatic Breast Cancer - Phase 2 study to assess the effectiveness of
a three-pronged strategy combining distinct immunotherapy approaches,
including Ampligen.
"Breakthrough Awards" from the
these separate but parallel proposed clinical trials are receiving
approximately
currently working on its draft of the IND, which its study and Moffitt's study
require before next steps can be taken.
? Stage 4 Refractory Metastatic Colorectal Carcinoma - Phase 2 study that will
evaluate Ampligen in combination with pembrolizumab in refractory metastatic
colorectal carcinoma at
is expected to be funded by grants, testing Ampligen and pembrolizumab. See:
https://www.clinicaltrials.gov/show/NCT04119830
? Refractory Melanoma - Phase 2 study that will evaluate polarized dendritic
cell vaccine, interferon alpha-2, Ampligen and celecoxib for the treatment of
HLA-A2+ refractory melanoma at
See: https://www.clinicaltrials.gov/show/NCT04093323
30
? Stage 4 Urothelial, Melanoma and Renal Cell Carcinoma - Phase 2 study of
advanced urothelial (bladder), melanoma and renal cell carcinoma, resistant to
checkpoint blockade, that will evaluate Ampligen in combination with a
checkpoint blockade therapy at
currently being finalized.
? Non-Small Cell
with SOC chemotherapy that will evaluate Ampligen in combination with
pembrolizumab at
Study design and budget being developed. However, we now anticipate an
extended delay, as other studies with funding have moved ahead of the Ampligen
project.
concept.
? Advanced Pancreatic Cancer - Phase 2 study in advanced pancreatic cancer using
checkpoint blockade plus Ampligen at
may be based on data from our Dutch EAP (see below) and UNMC animal
experiments showing synergy between Ampligen and checkpoint therapy. A second
confirmatory animal trial has been completed; while it did not replicate the
previous survival results, it did demonstrate a significant anti-tumor effect.
In addition, theNational Cancer Institute awarded$14.5 million toRoswell Park to study Ampligen as part of fiveRoswell Park -led chemokine modulation clinical trials in melanoma, colorectal and ovarian cancers InJanuary 2017 , the EAP through our agreement with myTomorrows designed to enable access of Ampligen® to ME/CFS patients was extended to pancreatic cancer patients beginning inthe Netherlands . myTomorrows is our exclusive service provider inEurope andTurkey and will manage all EAP activities relating to the pancreatic cancer extension of the program. InFebruary 2018 , the agreement with myTomorrows was extended to coverCanada to treat pancreatic cancer patients, pending government approval. There have been no physician requests to date that would cause the program to move forward with the approval process. As ofDecember 31, 2019 , 42 pancreatic cancer patients have received treatment with Ampligen® immuno-oncology therapy under the EAP program atErasmus University inthe Netherlands . Supervised by Prof.Casper van Eijck , MD, a world-renowned specialist in this dread malignancy, andDiba Latifi , MD, the team at Erasmus is making progress. Early progress was reported in a published abstract from Erasmus, and a copy of the abstract can be found at http://ir.aimimmuno.com/Events_Presentations. The abstract was part of a larger original report covering a variety of medical topics, which can be found at https://www.pancreasclub.com/wp-content/uploads/2018/06/Poster-Abstracts.pdf. In September, AIM reported receipt of statistically significant results of positive survival benefit when using Ampligen in patients with locally advanced/metastatic pancreatic cancer after systemic chemotherapy versus matched historical controls. AIM will work with its Contract Research Organization,Amarex Clinical Research LLC , to seek FDA "fast-track" and possibly even FDA "breakthrough" designations and to obtain IND authorizations to conduct a follow-up pancreatic cancer Phase 2/3 clinical trial with sites inthe Netherlands at Erasmus MC underProf. van Eijck , and also at major cancer research centers inthe United States .
Myalgic Encephalomyelitis/Chronic Fatigue Syndrome ("ME/CFS")
Myalgic Encephalomyelitis/Chronic Fatigue Syndrome ("ME/CFS"), also known as Chronic Fatigue Immune Dysfunction Syndrome ("CFIDS") and Chronic Fatigue Syndrome ("CFS"), is a serious and debilitating chronic illness and a major public health problem. ME/CFS is recognized by both the government and private sector as a significant unmet medical need, including theU.S. National Institutes of Health ("NIH"), FDA and theCDC . TheCDC states on its website at https://www.cdc.gov/me-cfs/that "Myalgic encephalomyelitis/chronic fatigue syndrome (ME/CFS) is a serious, long-term illness that affects many body systems. People with ME/CFS are often not able to do their usual activities. At times, ME/CFS may confine them to bed. People with ME/CFS have severe fatigue and sleep problems. ME/CFS may get worse after people with the illness try to do as much as they want or need to do. This symptom is known as post-exertional malaise (PEM). Other symptoms can include problems with thinking and concentrating, pain, and dizziness." 31 Many severe ME/CFS patients become completely disabled or totally bedridden and are afflicted with severe pain and mental confusion even at rest. ME/CFS is characterized by incapacitating fatigue with profound exhaustion and extremely poor stamina, sleep difficulties and problems with concentration and short-term memory. It is also accompanied by flu-like symptoms, pain in the joints and muscles, tender lymph nodes, sore throat and new headaches. A distinctive characteristic of the illness is a worsening of symptoms following physical or mental exertion, which do not subside with rest. InOctober 2016 , an analysis of a subset of CFS patients from the AMP-516 Phase 3 study was performed and presented at the IACFS/ME annual meeting inFort Lauderdale, FL. The ITT Population (n=208) was separated into two subsets based primarily on baseline CFS symptom duration (2-8 years (n=75) and <2 years plus >8 years (n=133)). Responder analyses of the ITT Population and both subsets were performed. Responder analyses of Ampligen® vs. placebo patients improving ET duration from baseline by ?25% shows over twice the percentage of patients with clinical enhancement in ET effect in the Ampligen® cohort compared to placebo for the 2-8-year subset vs. the ITT population. This subset may assist in the design of future clinical studies of Ampligen® in the treatment for ME/CFS patients. The high number of younger people being hospitalized for COVID-19 suggests considerable numbers of people in the prime of their lives may have a COVID-induced ME/CFS-like illness in their future. Individuals with CFS lost an estimated$20,000 in 2002, implying a total societal loss of$9.1 billion . Twenty-five percent ($2.3 billion ) resulted from lost household productivity, and the remaining 75% ($6.8 billion ) from lost labor force productivity. In June of 2020, AIM filed a provisional patent application for, among other discoveries, the use of Ampligen® as a potential early-onset therapy for the treatment of COVID-19 induced chronic fatigue. Many survivors of the first SARS-CoV-1 epidemic in 2003 continued to report chronic fatigue, difficulty sleeping and shortness of breath months after recovering from the acute illness. "After one year, 17% of patients had not returned to work and 9% more had not returned to their pre-SARS work levels" (Simmaron Research ). Now there is increasing evidence that patients with COVID-19 can develop a similar, ME/CFS-like illness. These patients are commonly referred to as "Long Haulers." http://simmaronresearch.com/2020/04/will-covid-19-leave-an-explosion-of-me-cfs-cases-in-its-wake/ InOctober 2020 , AIM receivedInstitutional Review Board (IRB) approval for the expansion of the AMP-511 Expanded Access Program (EAP) clinical trial for Myalgic Encephalomyelitis/Chronic Fatigue Syndrome (ME/CFS) to include patients previously diagnosed with SARS-CoV-2 following clearance of the virus, butwho still demonstrate chronic fatigue-like symptoms. OnNovember 2, 2020 , AIM announced the publication of statistically significant data detailing how Ampligen could have a considerable positive impact on people living with ME/CFS when administered in the early stages of the disease. The data were published in PLOS ONE, a peer-reviewed open access scientific journal published by thePublic Library of Science . AIM researchers found that the TLR3 agonist Ampligen substantially improved physical performance in a subset of ME/CFS patients. Other Diseases InEurope , the EMA has approved the Orphan Medicinal Products Designation for rintatolimod (Ampligen®) as a potential treatment of Ebola virus disease and for Alferon® N Injection, also known as interferon alfa-n3, as a potential treatment of MERS. We concluded our series of collaborations designed to determine the potential effectiveness of Ampligen® and Alferon® N as potential preventative and/or therapeutic treatments for Ebola related disorders. Although we believe that the threat of both MERS and Ebola globally may reemerge in the future, it appears that the spread of these disorders has somewhat diminished. As a result, we have elected to focus our research and development efforts on other areas at this time. 32 Manufacturing InJanuary 2017 , AIM approved a quote and provided a purchase order commitment withJubilant Hollister-Stier LLC ("Jubilant") pursuant to which Jubilant will manufacture commercial size batches of Ampligen®. Additional orders will be placed upon approved quotes and purchase orders provided by AIM to Jubilant. Jubilant was approved by the FDA as a manufacture of Ampligen by the successful completion of a previous preapproval inspection by the agency. The Administracion Nacional de Medicamentos, Alimentos y Tecnologia Medica (ANMAT) inArgentina has approved Ampligen for commercial distribution for the treatment of Chronic Fatigue Syndrome (CFS). Shipment of the drug product toArgentina was initiated in 2018 to complete the release testing by ANMAT needed for commercial distribution. OnSeptember 19, 2019 , AIM received clearance from the FDA to ship Ampligen toArgentina for the commercial launch and subsequent sales. We are currently working with GP Pharm on the commercial launch of Ampligen inArgentina . Jubilant Hollister-Stier (Jubilant) is AIM's authorized CMO for Ampligen for our approval inArgentina . Since the 2017 engagement of Jubilant to manufacture Ampligen, two lots of Ampligen consisting of more than 16,000 units have been manufactured and released in year 2018. These lots passed all required testing for regulatory release for human use and are being used for multiple programs including the treatment of ME/CFS, the pancreatic cancer EAP inthe Netherlands , and will continue to be used for ongoing and future clinical studies in oncology. The production of additional polymer (Ampligen intermediates) took place in 2019 at ourNew Brunswick facility. Additionally, two lots of Ampligen were manufactured inDecember 2019 andJanuary 2020 at Jubilant. The current manufactured lots of Ampligen have been fully tested and released by Jubilant for commercial product launch inArgentina and for clinical trials. Alferon® is approved by the FDA for commercial sales in theU.S. for the treatment of genital warts. It is also approved by ANMAT inArgentina for commercial sales for the treatment of genital warts and in patientswho are refractory to treatment with recombinant interferons. While the AIM facility inNew Brunswick is approved by the FDA under the Biologic License Application (BLA) for Alferon®, this status will need to be reaffirmed by an FDA pre-approval inspection which will not occur until new batches of commercial filled and finished product are produced and released by the FDA.
To maximize the availability of Ampligen® to patients on a worldwide basis, we have embarked on a strategy to license the product and/or to collaborate and/or create a joint venture with companies that have the demonstrated capabilities and commitment to successfully gain approval and commercialize Ampligen® in their respective territories of the world. Ideal partners would have the following characteristics: well established global and regional experience and coverage, robust commercial infrastructure, strong track record of successful development and registration of in-licensed products, as well as a therapeutic area fit (ME/CFS, immuno-oncology, etc.). Marketing/Distribution InMay 2016 , we entered into a five-year exclusive Renewed Sales, Marketing, Distribution and Supply Agreement (the "Agreement") with GP Pharm. Under this Agreement, GP Pharm was responsible for gaining regulatory approval inArgentina for Ampligen® to treat severe CFS inArgentina and for commercializing Ampligen® for this indication inArgentina . We granted GP Pharm the right to expand rights to sell this experimental therapeutic into otherLatin America countries based upon GP Pharm achieving certain performance milestones. We also granted GP Pharm an option to market Alferon N Injection® inArgentina and otherLatin America countries. InJanuary 2017 , the ANMAT granted a five-year extension to a previous approval to sell and distribute Alferon N Injection® (under the brand name "Naturaferon") inArgentina . This extends the approval until 2022. InFebruary 2013 , we received the ANMAT approval for the treatment of refractory patients that failed or were intolerant to treatment with recombinant interferon, with Naturaferon® inArgentina . 33 InMay 2016 , we entered into a five-year agreement (the "Impatients Agreement") withImpatients, N.V. ("myTomorrows"), aNetherlands based company, for the commencement and management of an EAP inEurope andTurkey (the "Territory") related to ME/CFS. Pursuant to the agreement, myTomorrows, as our exclusive service provider and distributor in the Territory, is performing EAP activities. These activities will be directed to (a) the education of physicians and patients regarding the possibility of early access to innovative medical treatments not yet the subject of a Marketing Authorization (regulatory approval) through named-patient use, compassionate use, expanded access and hospital exemption, (b) patient and physician outreach related to a patient-physician platform, (c) the securing of Early Access Approvals (exemptions and/or waivers required by regulatory authorities for medical treatments prior to Marketing Authorization) for the use of such treatments, (d) the distribution and sale of such treatments pursuant to such Early Access Approvals, (e) pharmacovigilance (drug safety) activities and/or (f) the collection of data such as patient-reported outcomes, doctor-reported experiences and registry data. We are supporting these efforts and supplying Ampligen® to myTomorrows at a predetermined transfer price. In the event that we receive Marketing Authorization in any country in the Territory, we will pay myTomorrows a royalty on products sold. Pursuant to the Impatients Agreement, the royalty would be a percentage ofNet Sales (as defined in the Impatients Agreement) of Ampligen® sold in the Territory where Marketing Authorization was obtained, and the maximum royalty would be a percentage ofNet Sales . The formula to determine the percentage ofNet Sales will be based on the number of patients that are entered into the EAP. We believe that disclosure of the exact maximum royalty rate and royalty termination date could cause competitive harm. However, to assist the public in gauging these terms, the actual maximum royalty rate is somewhere between 2% and 10% and the royalty termination date is somewhere between five and fifteen years from the First Commercial Sale of a product within a specific country. The parties established aJoint Steering Committee comprised of representatives of both parties to oversee the EAP. No assurance can be given that activities under the EAP will result in Marketing Authorization or the sale of substantial amounts of Ampligen® in the Territory. InJanuary 2017 , the EAP through our agreement with myTomorrows designed to enable access of Ampligen® to ME/CFS patients has been extended to pancreatic cancer patients beginning inthe Netherlands . myTomorrows is our exclusive service provider in the Territory and will manage all EAP activities relating to the pancreatic cancer extension of the program.
In
In
401(k) Plan Each participant immediately vests in his or her deferred salary contributions, while Company contributions will vest over one year. The 6% Company matching contribution was terminated effectiveJanuary 1, 2016 . For the nine months endedSeptember 30, 2020 , the Company did not make any contributions towards the 401(k) Plan. New Accounting Pronouncements
See "Note 10: Recent Accounting Pronouncements".
Disclosure About Off-Balance Sheet Arrangements
None. Critical Accounting Policies There have been no material changes in our critical accounting policies and estimates from those disclosed in Part II; Item 7: "Management's Discussion and Analysis of Financial Condition and Results of Operations; Critical Accounting Policies" contained in our Annual Report on Form 10-K for the year endedDecember 31, 2019 . 34 RESULTS OF OPERATIONS
Three months ended
Net Loss Our net loss was approximately$3,306,000 and$2,948,000 for the three months endedSeptember 30, 2020 and 2019, respectively, representing an increase in loss of approximately$358,000 or 12% when compared to the same period in 2019. This increase in loss for these three months was primarily due to the following:
? an increase in general and administrative (G&A) expense of
? an increase in interest income of$61,000 ; offset by ? a decrease of$415,000 from the 2019 quarterly reevaluation of certain redeemable warrants in; ? a decrease in production costs of$26,000 ; ? a decrease in research and development expenses of$88,000 ; and ? a decrease interest expense and other finance cost of$142,000 Net loss per share was$(0.08) and$(1.13) for the three months endedSeptember 30, 2020 and 2019, respectively. The weighted average number of shares of our common stock outstanding as ofSeptember 30, 2020 was 38,907,546 as compared to 2,603,854 as ofSeptember 30, 2019 . Revenues Revenues from our Ampligen® Cost Recovery Program were$36,000 and$61,000 for the quarters endedSeptember 30, 2020 and 2019, respectively. There was a decrease in revenues of$25,000 . The change in revenue is related to timing of orders and shipments in the three months endingSeptember 30, 2020 . The revenue was generated from the EAP and our FDA approved open-label treatment protocol, ("AMP 511"), that allows patient access to Ampligen® for treatment in an open-label safety study. Production Costs
Production costs were approximately
Research and Development Costs
Research and Development ("R&D") costs for the quarter endedSeptember 30, 2020 were approximately$1,102,000 as compared to$1,190,000 for the quarter endedSeptember 30, 2019 reflecting a decrease of approximately$88,000 . The reason for the decrease in research and development costs was due to decreases in Ampligen polymer production cost of$350,000 , Ampligen compliance and stability of$64,000 and maintenance and engineering of$35,000 offset by and an increate in cost recovery of$25,000 and an increase in clinical research of$268,000 .
General and Administrative Expenses
General and Administrative ("G&A") expenses for the quarters endedSeptember 30, 2020 and 2019 were approximately$2,085,000 and$1,846,000 , respectively, reflecting an increase of approximately$239,000 or 13%. The increase in G&A expenses during the current period was mainly due to an increase in professional fees of$236,000 and public relations of$34,000 . Other Income-Expenses Interest and other finance costs decreased$142,000 in the three months endedSeptember 30, 2020 mostly due to the costs associated with the long-term debt which were not in effect in the three months endedSeptember 30, 2020 . The long-term debt was extinguished in the second quarter of 2020. Interest income increased$61,000 in the three months endedSeptember 30, 2020 from the investments from the proceeds from stock sales and exercised warrants. 35 Redeemable Warrants The quarterly revaluation of certain redeemable warrants resulted in a non-cash adjustment to the redeemable warrants liability for the three months endedSeptember 30, 2020 which amounted to a gain of approximately$31,000 compared to a gain of$446,000 forSeptember 30, 2019 (see Note 13: Fair Value - for the various factors considered in the valuation of redeemable warrants).
Nine months ended
Net Loss Our net loss was approximately$10,466,000 and$8,341,000 for the nine months endedSeptember 30, 2020 and 2019, respectively, representing an increase in loss of approximately$2,125,000 or 25% when compared to the same period in 2019. This increase in loss for these nine months was primarily due to the following: ? an increase in G&A expense of$515,000 or 9%; ? an increase in research and development expenses of$231,000 ; ? an increase of$392,000 from the extinguishment of notes payable;
? a change of
warrants in 2020 compared to a credit of
? a decrease in an insurance settlement of
? an increase in interest and finance costs of
debt; offset by ? an increase in interest income of$87,000 ; and ? a decrease in production costs of$68,000 . Net loss per share was$(0.36) and$(4.41) for the nine months endedSeptember 30, 2020 and 2019, respectively. The weighted average number of shares of our common stock outstanding as ofSeptember 30, 2020 was 28,826,283 as compared to 1,891,782 as ofSeptember 30, 2019 . Revenues Revenues from our Ampligen® Cost Recovery Program were$121,000 and$90,000 for the nine months endedSeptember 30, 2020 and 2019, respectively. There was an increase in revenues of$31,000 . The change in revenue is related to timing of orders and shipments in the nine months endingSeptember 30, 2020 . The revenue was generated from the EAP and our FDA approved open-label treatment protocol, ("AMP 511"), that allows patient access to Ampligen® for treatment in an open-label safety study. Production Costs
Production costs were approximately
Research and Development Costs
Research and Development ("R&D") costs for the nine months endedSeptember 30, 2020 were approximately$3,445,000 as compared to$3,214,000 for the nine months endedSeptember 30, 2019 reflecting an increase of approximately$231,000 . The primary reasons for the increase in research and development costs was due to an increase in abandoned patents of$129,000 , a general increase in Ampligen compliance cost of$235,000 and outside lab fees of$110,000 and offset by a decrease in outside contractors of$239,000 .
General and Administrative Expenses
General and Administrative ("G&A") expenses for the nine months endedSeptember 30, 2020 and 2019 were approximately$6,070,000 and$5,555,000 , respectively, reflecting an increase of approximately$515,000 or 9%. The increase in G&A expenses during the current period was mainly due to increases in salaries & benefits, including bonuses of$304,000 , professional and legal fees of$331,000 and warrant modification of$46,000 offset by decreases in public relations of$114,000 and stock market fees of$51,000 . 36 Other Income-Expenses Interest and finance costs increased$80,000 in the nine months endedSeptember 30, 2020 mostly due to the costs associated with the long-term debt which were not in effect in the nine months endedSeptember 30, 2019 . Interest income increased$87,000 in the nine months endedSeptember 30, 2020 from the proceeds from stock sales and exercised warrants. There was gain on extinguishment of notes payable of$142,000 in the nine months endedSeptember 30, 2020 , in the same nine months endingSeptember 30, 2019 there was a loss on extinguished debt of$250,000 .
In
Redeemable Warrants The quarterly revaluations of certain redeemable warrants resulted in a non-cash adjustment to the redeemable warrants liability for the nine months endedSeptember 30, 2020 which amounted to a loss of approximately$120,000 compared to a gain of$1,485,000 forSeptember 30, 2019 (see Note 13: Fair Value - for the various factors considered in the valuation of redeemable warrants).
Liquidity and Capital Resources
As of
Cash used in investing activities for the nine months endedSeptember 30, 2020 was approximately$8,982,000 compared to$858,000 for the same period in 2019, representing an increase of$8,124,000 . The primary reason for the increase during the current period is the purchase of marketable securities of$17,169,000 offset by the sale of marketable securities of$8,497,000 . Cash provided by financing activities for the nine months endedSeptember 30, 2020 was approximately$53,522,000 compared to approximately$16,953,000 for the same period in 2019, an increase of$36,571,000 . The primary reason for the increase in the nine months endedSeptember 30, 2020 is our receipt of net proceeds of approximately$58,066,000 from the sale common stock pursuant to our 2019 EDA withMaxim Group and the exercise of warrants (see Note 8: Stockholders' Equity) compared to$15,307,000 for the same period in 2019. OnAugust 6, 2020 , we contracted Amarex to act as our Clinical Research Organization and provide regulatory support with regard to a clinical trial testing Ampligen's potential as a COVID-19 prophylaxis via intranasal delivery. For Phase I we anticipate providing approximately$514,000 to Amarex. In Phase II we anticipate providing approximately an additional$650,000 . Additional costs expected to be incurred by us for the clinical trial are estimated at$4,500,000 . (see "Covid-19" above). If we are unable to commercialize and sell Ampligen and/or recommence material sales of Alferon N Injection, our operations, financial position and liquidity may be adversely impacted, and additional financing may be required. We are committed to a focused business plan oriented toward finding senior co-development partners with the capital and expertise needed to commercialize the many potential therapeutic aspects of our experimental drugs and our FDA approved drug Alferon. The proceeds from our financings have been used to fund infrastructure growth including manufacturing, regulatory compliance and market development along with our efforts regarding the Ampligen manufacturing, Ampligen NDA. There can be no assurances that, if needed, we will raise adequate funds from these or other sources, which may have a material adverse effect on our ability to develop our products. Also, we have the ability to curtail discretionary spending, including some research and development activities, if required to conserve cash.
37
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