0001144204-19-031346.txt : 20190618 0001144204-19-031346.hdr.sgml : 20190618 20190618171336 ACCESSION NUMBER: 0001144204-19-031346 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 27 FILED AS OF DATE: 20190618 DATE AS OF CHANGE: 20190618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Scopus Biopharma Inc. CENTRAL INDEX KEY: 0001772028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 821248020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-232189 FILM NUMBER: 19904335 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE, SUITE 300 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 6465284202 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE, SUITE 300 CITY: NEW YORK STATE: NY ZIP: 10170 S-1 1 tv523189_s1.htm S-1

 

 

 

As filed with the Securities and Exchange Commission on _______, 2019

 

Registration No. 333-___________

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

SCOPUS BIOPHARMA INC. 

(Exact name of registrant as specified in its constitutional documents)

 

Delaware   2834   82-1248020
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (IRS Employer
Identification Number)

 

420 Lexington Avenue, Suite 300 

New York, New York 10170

(212) 479-2513

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Morris C. Laster, M.D.
Co-Chairman and Chief Executive Officer
420 Lexington Avenue, Suite 300
New York, New York 10170
(212) 479-2513
Joshua R. Lamstein
Co-Chairman
420 Lexington Avenue, Suite 300
New York, New York 10170
(212) 479-2513

(Name, address, including zip code, and telephone number, including area code, of agent for service)

  

 

 

Copies to:

Mark J. Wishner, Esq.

Jason Simon, Esq.

Jocelyn M. Coney, Esq.

Greenberg Traurig, LLP

1750 Tysons Boulevard

Suite 1000

McLean, Virginia 22102

(703) 749-1300

 

Kenneth Koch, Esq.

Jeffrey Schultz, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

666 Third Avenue

New York, New York 10017

(212) 935-3000

 

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practical after the date this registration statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨   Accelerated filer ¨
Non-accelerated filer ¨   Smaller reporting company x
      Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered   Proposed
Maximum
Aggregate
Offering Price (1)(2)
    Amount of
Registration
Fee
 

Series A Units, each consisting of one share of $0.001 par value common stock and two Series A Warrants

  $ 4,500,000     $ 545.40
Common stock included in Series A Units(3)   $ -     $ - (4)
Series A Warrants, included in the Series A Units, each issuable for one Series B Unit   $ 9,000,000     $ 1,090.80

Series B Units underlying Series A Warrants, each consisting of one share of common stock and one Series B Warrant

  $ -     $ - (4)
Common stock included in Series B Units(3)   $ -     $ - (4)
Series B Warrants, included in the Series B Units, each issuable for one share of common stock   $ 11,250,000     $ 1,363.50
Common stock issuable upon exercise of all Series A Warrants and Series B Warrants issued or issuable in this offering(3)   $ -     $ - (4)
Common stock offered for resale(3)   $ 1,200,000     $ 145.44  
Total   $ 25,950,000     $ 3,145.14  

 

 

 

(1)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Act”).

   
(2) Includes securities issuable upon exercise of the underwriters’ option to purchase additional Series A Units.
   
(3)

Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

   
(4) No fee required under Rule 457(g) of the Act.  

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

  

 

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement contains two forms of prospectuses: one to be used in connection with the initial public offering of _____Series A Units (including the Series the A Units which may be issued upon exercise of the 45-day option granted to the underwriters to cover over-allotments, if any) through the underwriters named on the cover page of this prospectus (the “IPO Prospectus”) and one to be used in connection with the potential resale by certain selling stockholders of an aggregate amount up to _____________ shares of our common stock (the “Selling Stockholder Prospectus”). The IPO Prospectus and the Selling Stockholder Prospectus will be identical in all respects except for the alternate pages for the Selling Stockholder Prospectus included herein which are labeled “Alternate Page for Selling Stockholder Prospectus.”

 

The Selling Stockholder Prospectus is substantively identical to the IPO Prospectus, except for the following principal points:

 

they contain different outside and inside front covers;

they contain different Offering sections in the Prospectus Summary section;

they contain different Use of Proceeds sections;

  the Dilution section has been omitted;

a Selling Stockholder section is included in the Selling Stockholder Prospectus;

the Underwriting section from the IPO Prospectus is deleted from the Selling Stockholder Prospectus and a Plan of Distribution is inserted in its place; and

the Legal Matters section in the Selling Stockholder Prospectus deletes the reference to counsel for the underwriters.

 

We have included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Selling Stockholder Prospectus as compared to the IPO Prospectus.

 

The sales of our securities registered in the IPO Prospectus and the shares of our common stock registered in the Selling Stockholder Prospectus may result in two offerings taking place concurrently, which could affect the price and liquidity of, and demand for, our securities. This risk and other risks are included in “Risk Factors” beginning on page 6 of the IPO Prospectus.

 

 

 

 

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JUNE 18, 2019

PRELIMINARY Prospectus 

 

 

_______ Series A Units

 

This is an initial public offering of our securities. We are offering ____ of our Series A Units. The offering price is $___ per Series A Unit.

 

Each Series A Unit consists of one share of our common stock and two Series A Warrants. Each Series A Warrant is exercisable for one Series B Unit. Each Series B Unit consists of one share of common stock and one Series B Warrant. Each Series B Warrant is exercisable for one share of common stock. The exercise price of the Series A Warrant is $___ and the exercise price of the Series B Warrant is $____. The Series A Warrants and Series B Warrants will be exercisable commencing on October 1, 2020 and September 1, 2021, respectively.

 

Prior to this offering, there has been no public market for our units, shares of common stock or warrants. We intend to apply to have our Series A Units, Series A Warrants and shares of common stock listed on the Nasdaq Global Market, or Nasdaq, under the symbols “____”, “____” and “____”. The shares of common stock and Series A Warrants comprising the Series A Units will begin separate trading on July 1, 2020, unless we elect to allow such separate trading at an earlier date. At such time as the Series A Warrants can be exercised, we also intend to have our Series B Units and Series B Warrants listed on Nasdaq under the symbols “____” and “____”.

 

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

 

We have granted the underwriters an option to purchase up to an additional _________ Series A Units at the initial public offering price less the underwriting discount.

 

Investing in the securities offered by this prospectus involves a high degree of risk. Our company is at an early stage of its development and our securities may only be appropriate for long-term investment. You should purchase our securities only if you can afford to lose your entire investment. See “Risk Factors” beginning on page 6 of this prospectus for a discussion of information that should be considered in connection with an investment in such securities.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

   Per Unit   Total(1)
Public offering price  $   $      
Underwriting discount (2)  $   $
Proceeds, before expenses, to us  $   $

 

 
(1)Assumes the underwriters have not exercised their option to purchase additional Series A Units as described herein.
(2)See “Underwriting” beginning on page 67 of this prospectus for a description of the compensation payable to, and other arrangements with, the underwriters. ​

 

The underwriters expect to deliver the Series A Units against payment in New York, New York on _________, 2019.

 

 

 

Benchmark Company  

 

 

 

The date of this prospectus is ___________, 2019  

 

 

 

  

TABLE OF CONTENTS

 

  Page
Prospectus Summary 1
The Offering 4
Summary Consolidated Financial Data 5
Risk Factors 6
Cautionary Note Regarding Forward-Looking Statements 27
Use of Proceeds 28
Dilution 29
Capitalization 30
Management’s Discussion and Analysis of Financial Condition and Results of Operations 31
Business 38
Management 51
Certain Transactions 59
Security Ownership of Management and Certain Securityholders 60
Description of Securities 61
Shares Eligible for Future Sale 66
Underwriting 67
Legal Matters 76
Experts 76
Where You Can Find Additional Information 76
Index to Consolidated Financial Statements F-1

 

ABOUT THIS PROSPECTUS

 

Unless otherwise stated in this prospectus, “we,” “us,” “our,” “company,” “Scopus” and “Scopus BioPharma” refer to Scopus BioPharma Inc. 

 

We have not authorized anyone to provide any information other than that contained in this prospectus or in any prospectus supplement prepared by us or on our behalf or to which we may have referred you. We do not take any responsibility for, and cannot provide any assurance as to the reliability of, any other information that others may give you. We have not authorized any other person to provide you with different or additional information, and none of us are making an offer to sell the securities in any jurisdiction where the offer or sale thereof is not permitted. This offering is being made solely on the basis of the information contained in this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of the prospectus or of any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

 

For investors outside of the United States, we have not done anything that would permit the offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States.

 

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC. From time to time, we may file one or more prospectus supplements to add, update or change information included in this prospectus. You should read both this prospectus and any applicable prospectus supplements, together with additional information described below under the caption “Where You Can Find Additional Information.” You should also carefully consider, among other things, the matters discussed in the section entitled “Risk Factors.”

 

Concurrently with the primary offering, we are registering shares of common stock in connection with the potential resale by certain selling stockholders of an aggregate amount up to _________ shares of our common stock. Please read the risk factors, including the risk factor titled “Sales of our Series A Units in the primary offering will be taking place concurrently with common stock registered by selling stockholders which might affect the price, demand, and liquidity of our Series A Units” on page 25.

 

 

 

 

PROSPECTUS SUMMARY

 

This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. 

 

Overview

 

We are a biotechnology company focused on developing novel therapeutics targeting the endocannabinoid system. This system is critical for maintaining overall human health by modulating key functions within the body, including those relating to the immune, metabolic and nervous systems.

 

The endocannabinoid system is comprised of chemical compounds, or cannabinoids, that interact with cannabinoid receptors which are located throughout the body. Endogenously-produced cannabinoids are known as endocannabinoids. Cannabinoids can also be derived from the cannabis plant or can be synthetically produced. The most well-known and researched plant-derived and synthetically-produced cannabinoids are cannabidiol, or CBD, and tetrahydrocannabinol, or THC.

 

We intend to pursue U.S. Food and Drug Administration, or FDA, approval, as well as other U.S. and non-U.S. regulatory approvals, for our proprietary drug candidates. We believe that the rigorous safety and efficacy testing required to obtain FDA approval will distinguish our drugs from the proliferation of commoditized cannabinoid products in the marketplace. FDA approval will also allow us to legally market our drugs with claims of therapeutic benefit for specific diseases and indications which cannot be done with non-FDA approved products. Finally, obtaining approval will allow us to overcome the legal obstacles that exist under state and federal laws to the marketing, selling and transportation of cannabinoids and cannabinoid associated products. By pursuing this strategy, we hope to gain a competitive advantage over non-approved products and encourage healthcare providers to prescribe our drugs for the diseases and indications for which they are intended at higher prices when compared to non-approved products. To date, we have not submitted any investigational new drug, or IND, applications to the FDA or initiated any clinical trials. Our primary activities have been sponsoring pre-clinical research and development activities with world-renowned academic and medical research institutions for our drug candidates, none of which have been approved by the FDA at this time.

 

Our products will utilize synthetically-produced cannabinoids as opposed to plant-derived compounds. We believe this will enable us to have better quality control and consistency for our products and eliminate the inherent risks associated with plant production. We hope to also gain a competitive advantage in this regard.

 

Our Strategic Relationships

 

We are advancing four cannabinoid programs in collaboration with top researchers at The Hebrew University of Jerusalem, or Hebrew University, and at the National Institutes of Health, or NIH. Both are leaders in cannabinoid and cannabis research. We have contracted with these institutions believing that the experience and knowledge of their researchers will better enable us to advance our product candidates even though we may undertake our own research or utilize other third parties in the future. We trust that our current research agreements with these institutions will serve to reduce the development cycle of our prospective product candidates.

 

The Hebrew University of Jerusalem

 

Hebrew University has been a pioneer in cannabinoid and cannabis research for over 50 years. Researchers at Hebrew University were responsible for the identification of THC and its chemical structure, as well as other phytocannabinoids such as cannabigerol, or CBG, cannabigerolic acid and cannabichromene. To better integrate and coordinate its research efforts in the area of cannabinoids and cannabis, Hebrew University established the Multidisciplinary Center for Cannabinoid Research, or MCCR, in April 2017. The MCCR is headed by Dr. Joseph (Yossi) Tam, D.M.D., Ph.D., who is a member of our scientific advisory board, and staffed by eminent scientists and medical doctors from a variety of faculties at the Hebrew University and Hadassah University Medical Center.

 

 1 

 

 

Working in collaboration with researchers at the MCCR, in June 2018 we entered into two Memorandums of Understanding, or MOUs, to fund and advance research focused on the development of therapeutics targeting the endocannabinoid system. Under one MOU, we are funding at a cost of approximately $115,000 a two-year feasibility study at Hebrew University for the development of a safe and painless pain selective anesthesia devoid of neurotoxicity by combining CBD with known anesthetics.

 

Under the second MOU, we are funding a two part research program at an approximate aggregate cost of approximately $245,000 at Hebrew University focused on synthesizing cannabinoid-based dual action compounds and developing novel chemical derivatives based upon the molecular structure of existing cannabinoids. The dual action compounds are intended to create cannabinoid-based hybrid new chemical entities, or NCEs, that will improve upon the efficacy and reduce the side effects of other existing and under development drugs. The novel chemical derivatives will be evaluated for potential therapeutic benefits.

 

Under both MOUs, we have an exclusive right to negotiate world-wide licenses to the research results and patents that result from the research. To date, we have executed one license agreement.

 

National Institutes of Health

 

NIH is the United States’ medical research agency made up of 27 components called Institutes and Centers. The NIH spends approximately $39 billion annually to conduct and fund medical research seeking to enhance health, lengthen life and reduce illness and disability.

 

The Company has licensed a series of novel cannabinoid receptor mediating compounds from the NIH developed by Dr. George Kunos, M.D., Ph.D., a member of our scientific advisory board. Dr. Kunos is the Scientific Director for the National Institute on Alcohol Abuse and Alcoholism, or NIAAA, and a leading researcher on the endocannabinoid system with a focus on its role in certain fibrotic, inflammatory and metabolic diseases. Upon execution of this license agreement we paid a license fee and reimbursed certain patent fees and expenses in an aggregate amount of approximately $121,000. In conjunction with this license, we entered into a Cooperative Research and Development Agreement, or CRADA. Under the CRADA we are advancing the studies which Dr. Kunos has undertaken to date in connection with the potential therapeutic benefits of using MRI-1867, a licensed compound, for the treatment of systemic sclerosis. The CRADA covers two years of research at an aggregate cost of approximately $240,000.

 

Our Drug Candidates

 

CBD-mediated, Opioid-sparing Anesthetics

 

In collaboration with Dr. Alexander Binshtok of Hebrew University, we are evaluating the effects of delivering approved anesthetics in combination with CBD as an opioid-sparing treatment for the management of pain. Under our sponsored research program, Dr. Binshtok has demonstrated in an in vivo “proof of concept” feasibility experiment in mice that CBD, a TRPV1 and TRPA1 channel activator, used in combination with chloroprocaine, an approved anesthetic, results in painless selective long-term pain relief without paralytic, autonomic or neurotoxic side effects.

 

We believe our proprietary combinations of CBD with approved anesthetics would be applicable in multiple clinical settings including:

 

·opioid-sparing post-operative pain management
·nerve block anesthesia
·epidural anesthesia during childbirth (i.e., pain relief while retaining the ability to “push”)
·spinal anesthesia, particularly in patients susceptible to low blood pressure (e.g., the elderly)
·dental anesthesia
·inflammatory, cancer and neuropathic pain

 

We also believe that our proprietary combinations of CBD with approved anesthetics may be eligible for the FDA’s 505(b)2 development pathway, which could significantly reduce the future time and costs associated with clinical development. We plan to file an IND in the second half of 2020 to commence human clinical trials.

 

Synthesis of Cannabinoids

 

In collaboration with Dr. Dmitry Tsvelikhovsky of Hebrew University, we are pursuing two programs seeking to synthesize novel cannabinoids: cannabinoid-based dual-action compounds and novel chemical derivatives based upon the molecular structure of existing cannabinoids.

 

Cannabinoid-based Dual-action Compounds

 

Our first program seeks to create new dual-action, cannabinoid-based hybrid NCEs which improve upon the efficacy, side effects or a combination of both compared to FDA-approved drugs and other promising drug candidates currently under development. Our initial strategy is to focus on indications that have been proven to be responsive to cannabinoids and cannabinoid therapeutics such as certain metabolic, autoimmune and inflammatory diseases. Once we have completed the synthesis portion of our research and development program, we will contract with third-party clinical research organizations, or CROs, to perform in vitro receptor binding assays, which we plan to commence in the second half of 2019, to determine which indications these compounds may address. Based on the results of these receptor binding assays, we will decide which compounds to advance into in vivo testing and which compounds would benefit from further chemical refinement.

 

Novel Chemical Derivatives of Existing Cannabinoids

 

Our second program seeks to create novel derivatives of two cannabinoids that are found in the cannabis plant, CBG (which is a precursor to CBD and THC) and tetrahydrocannabivarin, or THCV, which we plan to evaluate for their potential therapeutic benefits. The fact that CBG and THCV already demonstrate biological activity gives us reason to believe that their derivatives will also be biologically active. Since these derivatives are NCEs, however, they may also demonstrate different biological activity than their respective parent compounds.

 

CBG is a non-psychoactive cannabinoid that is believed to be responsible for regulating mood, sleep and appetite, as well as potentially having therapeutic benefits in the areas of pain management, inflammatory diseases and central nervous system, or CNS, diseases. CBG is also believed to be a possible inhibitor of the psychoactive effects of THC.

 

 2 

 

 

THCV is a psychoactive cannabinoid that is believed to suppress appetite making it a popular research target for weight loss and diabetes drugs. It may also possess anti-inflammatory, anti-anxiety and anti-seizure properties, as well as being effective at treating certain CNS conditions such as amyotrophic lateral sclerosis, or ALS, and Parkinson’s and Alzheimer’s disease.

 

Further, in vitro receptor binding assays will be performed, which we plan to commence in the second half of 2019, in order to determine the best potential indications for further development of these novel chemical derivatives of CBG and THCV.

 

Cannabinoid Receptor Mediating Compounds for the Treatment of Systemic Sclerosis

 

In collaboration with Dr. Kunos of the NIH, we are developing MRI-1867, our lead cannabinoid receptor mediating compound, for the treatment of systemic sclerosis, or SSc.

 

SSc is a chronic, systemic autoimmune disease characterized by a thickening of the skin and internal organs, such as the heart, lungs, kidneys and gastrointestinal tract, caused by a proliferation of connective tissue, or fibrosis, and small blood vessels. It is estimated that SSc affects approximately 90,000 patients in the United States and Europe, the majority of which are female (80%) and adults (average age of onset is 46 years old). Currently, there are no FDA-approved treatments for SSc. This fact coupled with the size of the patient population qualifies SSc as an orphan indication.

 

MRI-1867 is a dual-action, hybrid small molecule NCE that is an inverse agonist of the CB1 receptor of the endocannabinoid system and inhibitor of inducible nitric oxide synthase. In pre-clinical testing conducted by the NIH, MRI-1867 demonstrated, in relevant animal models, that, when compared to a placebo, it slowed the progression of fibrosis and also attenuated pre-existing fibrosis in the liver, lung and skin. Importantly, these pre-clinical animal studies also demonstrated that MRI-1867 did not cross the blood brain barrier, eliminating the potential for adverse CNS side effects that can present when cannabinoids bind to receptors in the brain. Further, MRI-1867 exhibited sufficient bioavailability with oral delivery and supported once daily dosing. We are currently conducting IND-enabling work to support an IND filing with the FDA, which we plan to file in the first half of 2021.

 

We believe that an effective anti-fibrotic, anti-inflammatory drug that can be orally administered would address a significant unmet medical need in SSc with the potential for a multi-billion-dollar treatment market using conservative estimates for patient populations and annual treatment costs.

 

Our Scientific Advisory Board

 

We have assembled a team of recognized experts in drug development, cannabinoids and the endocannabinoid system and clinical medicine encompassing multiple clinical specialties and conditions. These experts serve on our scientific advisory board, which is distinct from our board of directors, and provide us with advice on product development, clinical trial design and implementation and unmet clinical needs in a variety of clinical specialties. For additional information please refer to the section “Management – Our Scientific Advisory Board.”

 

Corporate Information

 

We were incorporated in the State of Delaware on April 18, 2017 under the name Project18 Inc. On December 11, 2017, we changed our name to Scopus BioPharma Inc. Our principal executive offices are located at 420 Lexington Avenue, New York, New York 10170. We also maintain offices in Tel Aviv and Jerusalem in Israel. Our corporate telephone number is (212) 479-2513.

 

 3 

 

  

The Offering

 

Securities being offered by the company   ________ Series A Units at $____ per unit.

 

Securities underlying Series A Units

 

 

·

·

 

One share of common stock, and

Two Series A Warrants; each exercisable for one Series B Unit at an exercise price of $____ per Series A Warrant.

 

Securities underlying Series B Units  

·

·

One share of common stock, and

One Series B Warrant; each exercisable for one share of common stock at an exercise price of $________ per Series B Warrant.

 

Securities outstanding prior to this offering  

12,359,855 shares of common stock.

1,140,145 warrants issued in private placements (“Private Placement Warrants”).

     
Securities outstanding after this offering  

__________ shares of common stock.

__________ Series A Warrants.

  

Separation of Units   The shares of common stock and Series A Warrants underlying our Series A Units and the shares of common stock and Series B Warrants underlying the Series B Units will become eligible for trading separately on July 1, 2020 and April 1, 2021, respectively, unless we elect to allow such separate trading at an earlier date.
     
Terms of Series A Warrants   Exercisable beginning on October 1, 2020. The Series A Warrants will expire on October 1, 2025.
     
Terms of Series B Warrants   Exercisable beginning on September 1, 2021. The Series B Warrants will expire on September 1, 2026.
   
Redemption of Series A and Series B Warrants   Commencing on October 1, 2021 and September 1, 2022, the Series A Warrants and Series B Warrants, respectively, shall be subject to redemption, at our option, in whole or in part, at a price of $0.001 per warrant upon a minimum of 30 days prior notice if, and only if, the volume weighted price per share of our common stock for the 20 trading days ending two trading days prior to the date of notice equals or exceeds $____ for the Series A Warrants and $____ for the Series B Warrants, respectively, but only if there is a current registration statement in effect for the shares of common stock underlying these warrants. The Company reserves the right to require exercise on a cashless basis upon notice of redemption.
     
Proposed trading symbols   Prior  to this offering, there has been no public market for our units, shares of common stock or warrants. We intend to have our Series A Units, Series A Warrants and shares of common stock listed on Nasdaq under the symbols “______”, “____” and “___”. At such time as the Series A Warrants can be exercised, we also plan to have our Series B Units and Series B Warrants listed on Nasdaq under the symbols “___” and “__”. See “Underwriting.”
     
Use of proceeds   We estimate that the net proceeds to us from the offering, after deducting the underwriting discount and other estimated offering expenses payable by us, will be $_______.  The net proceeds available to us will be used as set forth in Use of Proceeds on page 28.
     
Risk Factors   Prospective investors should carefully consider the Risk Factors beginning on page 6 before investing in the Series A Units offered hereby.

 

 4 

 

 

Summary CONSOLIDATED Financial Data

 

The following table sets forth a summary of our historical consolidated financial data as of, and for the periods ended on, the dates indicated. The summary consolidated financial data was derived from our audited and unaudited consolidated financial statements, and should be read in conjunction with the consolidated financial statements and the accompanying notes, which are included elsewhere in this prospectus. In addition, the summary consolidated financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, also included elsewhere in this prospectus.

 

   For the Period
April 18, 2017
(Inception) to
December 31,
   For the Year
Ended
December 31,
   Three Months Ended
March 31,
     
   2017   2018   2018   2019     
Operating Data:                         
Operating expenses  $263,534   $685,964   $122,488   $491,654      
Operating loss   (263,534)   (685,964)   (122,488)   (491,654)     
Net loss   (263,534)   (685,964)   (122,488)   (491,654)     
Basic net loss per common share   (0.03)   (0.06)   (0.01)   (0.04)     
Diluted net loss per common share   (0.03)   (0.06)   (0.01)   (0.04)     
Weighted average common shares outstanding:                         
Basic and Diluted   8,299,315    10,570,933    10,464,734    11,152,838      

  

   Actual
December 31,
2017
   Actual
December 31,
2018
   Actual
March 31,
2018
   Actual
March 31,
2019
   Pro Forma
March 31,
2019 (1)
 
                     
Balance Sheet Data:                         
Cash  $158,218   $1,660   $130,517   $546,483   $ 
Total assets   212,870    132,638    228,017    1,004,520     
Total liabilities   111,282    137,964    120,356    363,642     
Total stockholders’ equity (deficit)   101,588    (5,326)   107,661    640,878     

  

(1)The “Pro Forma” information gives effect to net proceeds of approximately $_______________

 

 5 

 

 

Risk Factors

 

An investment in the securities offered by this prospectus involves a high degree of risk. You should consider carefully all of the material risks described below, together with the other information contained in this prospectus, before making a decision to invest in the Company’s units. If any of the following risk factors actually occur, our business, financial condition, results of operations and prospectus could suffer materially, the trading price of our securities could decline and you could lose all or part of your investment.

 

Risks Relating to Our Business and Strategy

 

We face competition from other biotechnology and pharmaceutical companies and our operating results will suffer if we fail to compete effectively.

 

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. We have competitors in the United States, Europe and other jurisdictions, including major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical and generic drug companies and universities and other research institutions. Many of our competitors have greater financial and other resources, such as larger research and development staff and more experienced marketing and manufacturing organizations. Large pharmaceutical companies, in particular, have extensive experience in clinical testing, obtaining regulatory approvals, recruiting patients and manufacturing pharmaceutical products. These companies also have significantly greater research, sales and marketing capabilities and collaborative arrangements in our target markets with leading companies and research institutions. Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds that could make the drug candidates that we develop obsolete. As a result of all of these factors, our competitors may succeed in obtaining patent protection and/or FDA approval or discovering, developing and commercializing drugs for diseases that we are targeting before we do. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. In addition, many universities and private and public research institutes may become active in our target disease areas. Our competitors may succeed in developing, acquiring or licensing on an exclusive basis, technologies and drug products that are more effective or less costly than our drug candidates that we are currently developing or that we may develop, which could render our products obsolete and noncompetitive.

 

We believe that our ability to successfully compete will depend on, among other things:

 

·the results of our pre-clinical and clinical trials;
·our ability to recruit and enroll patients for clinical trials;
·the efficacy, safety and reliability of our drug candidates;
·the speed at which we develop drug candidates;
·our ability to design and successfully execute appropriate clinical trials;
·our ability to maintain a good relationship with regulatory authorities;
·the timing and scope of regulatory approvals, if any;
·our ability to commercialize and market any of our drug candidates that receive regulatory approval;
·the price of our products;
·adequate levels of reimbursement under private and governmental health insurance plans, including Medicare;
·our ability to protect our intellectual property rights related to our products;
·our ability to manufacture and sell commercial quantities of any approved products to the market; and
·acceptance of our drug candidates by physicians and other health care providers.

 

If our competitors market products that are more effective, safer or less expensive than our future products, if any, or that reach the market sooner than our future products, if any, we may not achieve commercial success. In addition, the biopharmaceutical industry is characterized by rapid technological change. If we fail to stay at the forefront of technological change, we may be unable to compete effectively. Technological advances or products developed by our competitors may render our drug candidates obsolete, less competitive or not economical.

 

We intend to utilize third-party contractors for a substantial portion of our operations and may not be able to control their work as effectively as if we performed these functions ourselves.

 

We intend to outsource substantial portions of our operations to third-party service providers, including the conduct of future pre-clinical and clinical studies, collection and analysis of data and manufacturing. Our agreements with third-party service providers and CROs will be on a study-by-study and project-by-project basis. Typically, we may terminate the agreements with notice and are responsible for the supplier’s previously incurred costs. In addition, any CRO that we retain will be subject to the FDA’s and European Medicine Agency’s, or EMA’s, regulatory requirements and similar standards outside of the United States and Europe and we do not have control over compliance with these regulations by these providers. Consequently, if these providers do not adhere to applicable governing practices and standards, the development, manufacturing and commercialization of our drug candidates could be delayed or stopped, which could severely harm our business and financial condition.

 

 6 

 

 

Because we intend to rely on third parties, our internal capacity to perform these functions will be limited to management oversight. Outsourcing these functions involves the risk that third parties may not perform to our standards, may not produce results in a timely manner or may fail to perform at all. It is possible that we could experience difficulties in the future with our third-party service providers. In addition, the use of third-party service providers requires us to disclose our proprietary information to these parties, which could increase the risk that this information will be misappropriated. There are a limited number of third-party service providers that specialize or have the expertise required to achieve our business objectives. Identifying, qualifying and managing performance of third-party service providers can be difficult, time consuming and cause delays in our development programs. Our operations are currently conducted pursuant to management services agreements, which limits the internal resources we have available to identify and monitor third-party service providers. To the extent we are unable to identify, retain and successfully manage the performance of third-party service providers in the future, our business may be adversely affected, and we may be subject to the imposition of civil or criminal penalties if their conduct of clinical trials violates applicable law.

 

A variety of risks associated with potential international business relationships could materially adversely affect our business.

 

We may enter into agreements with third parties for the development and commercialization of our drug candidates in international markets. International business relationships subject us to additional risks that may materially adversely affect our ability to attain or sustain profitable operations, including:

 

·differing regulatory requirements for drug approvals internationally;
·potentially reduced protection for our licensed intellectual property rights;
·potential third-party patent rights in countries outside of the United States;
·the potential for so-called “parallel importing,” which is what occurs when a local seller, faced with relatively high local prices, opts to import goods from another jurisdiction with relatively low prices, rather than buying them locally;
·unexpected changes in tariffs, trade barriers and regulatory requirements;
·economic weakness, including inflation, or political instability, particularly in non-U.S. economies and markets, including several countries in Europe;
·compliance with tax, employment, immigration and labor laws for employees traveling abroad;
·taxes in other countries;
·foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country;
·workforce uncertainty in countries where labor unrest is more common than in the United States;
·production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and
·business interruptions resulting from geo-political actions, including war and terrorism, or natural disasters, including earthquakes, volcanoes, typhoons, floods, hurricanes and fires.

 

We will need to expand our operations and increase the size of our company, and we may experience difficulties in managing growth.

 

As we increase the number of our ongoing drug development programs and our drug candidates continue pre-clinical studies and in the future, clinical trials, we will need to increase our drug development, scientific and administrative headcount to manage these programs. In addition, we will need to increase our general and administrative capabilities. Our management, personnel and systems currently in place may not be adequate to support this future growth. Our need to effectively manage our operations, growth and various projects requires that we:

 

·successfully attract and recruit new employees or consultants with the expertise and experience we will require;
·manage clinical programs effectively, which we anticipate being conducted at numerous clinical sites; and
·continue to improve our operational, financial and management controls, reporting systems and procedures.

 

If we are unable to successfully manage this growth and increased complexity of operations, our business may be adversely affected.

 

We may not be able to manage our business effectively if we are unable to attract and retain key personnel and consultants.

 

We may not be able to attract or retain qualified management, finance, scientific and clinical personnel and consultants due to the intense competition for qualified personnel and consultants among biotechnology, pharmaceutical and other businesses. If we are not able to attract and retain necessary personnel and consultants to accomplish our business objectives, we may experience constraints that will significantly impede the achievement of our development objectives, our ability to raise additional capital and our ability to implement our business strategy.

 

Our industry has experienced a high rate of turnover of management personnel in recent years. We are highly dependent on the expertise of our CEO and consultants, and our ability to implement our business strategy successfully could be seriously harmed if we lose the services of our CEO and current consultants. Replacing executive officers, key employees and consultants may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to develop, gain regulatory approval of and commercialize products successfully. Competition to hire and retain employees and consultants from this limited pool is intense, and we may be unable to hire, train, retain or motivate these additional key personnel and consultants. Our failure to retain key personnel or consultants could materially harm our business.

 

 7 

 

 

In addition, we have scientific and clinical advisors and consultants who assist us in formulating our research, development and clinical strategies. These advisors are not our employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their availability to us and typically they will not enter into non-compete agreements with us. If a conflict of interest arises between their work for us and their work for another entity, we may lose their services. In addition, our advisors may have arrangements with other companies to assist those companies in developing products or technologies that may compete with ours.

 

Security breaches, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information or expose us to liability, which could adversely affect our business and our reputation.

 

We utilize information technology systems and networks to process, transmit and store electronic information in connection with our business activities. As the use of digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data, all of which are vital to our operations and business strategy. There can be no assurance that we will be successful in preventing cyber-attacks or successfully mitigating their effects.

 

Despite the implementation of security measures, our computer systems and those of our CROs and other third-party service providers are vulnerable to damage or disruption from hacking, computer viruses, software bugs, unauthorized access or disclosure, natural disasters, terrorism, war, and telecommunication, equipment and electrical failures. In addition, there can be no assurance that we will promptly detect any such disruption or security breach, if at all.  Unauthorized access, loss or dissemination could disrupt our operations, including our ability to conduct research and development activities, process and prepare company financial information, and manage various general and administrative aspects of our business. To the extent that any such disruption or security breach results in a loss of or damage to our data or applications, or inappropriate disclosure or theft of confidential, proprietary or personal information, we could incur liability, suffer reputational damage or poor financial performance or become the subject of regulatory actions by state, federal or non-US authorities, any of which could adversely affect our business.

 

Our future employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards, which could significantly harm our business.

 

We will be exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with the regulations of the FDA and other U.S. and non-U.S. regulators, provide accurate information to the FDA and other U.S. and non-U.S. regulators, comply with health care fraud and abuse laws and regulations in the United States and abroad, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the health care industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to our reputation. We have adopted a code of conduct, but it is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.

 

We face potential product liability exposure, and if successful claims are brought against us, we may incur substantial liability for a drug candidate and may have to limit its commercialization.

 

The use of our drug candidates in clinical trials and the sale of any products for which we may obtain marketing approval expose us to the risk of product liability claims. Product liability claims may be brought against us or our potential future collaborators by participants enrolled in our clinical trials, patients, health care providers or others using, administering or selling our products. If we cannot successfully defend ourselves against any such claims, we would incur substantial liabilities. Regardless of merit or eventual outcome, product liability claims may result in:

 

·withdrawal of clinical trial participants;
·termination of clinical trial sites or entire trial programs;
·costs of related litigation;
·substantial monetary awards to patients or other claimants;
·decreased demand for our drug candidates and loss of revenues;
·impairment of our business reputation;
·diversion of management and scientific resources from our business operations; and
·the inability to commercialize our drug candidates.

 

 8 

 

 

Our insurance policies may be expensive and only protect us from some business risks, which will leave us exposed to significant uninsured liabilities.

 

We do not know if we will be able to maintain insurance with adequate levels of coverage. Any significant uninsured liability may require us to pay substantial amounts, which may adversely affect our financial position and results of operations.

 

Risks Relating to Our Financial Position

 

We have never been profitable. Currently, we have no products approved for commercial sale, and to date we have not generated any revenue from product sales. As a result, our ability to reduce our losses and reach profitability is unproven, and we may never achieve or sustain profitability.

 

We have never been profitable and do not expect to be profitable in the foreseeable future. We have not yet begun any clinical trials or submitted any drug candidates for approval by regulatory authorities in the United States or elsewhere for any of our drug candidates for any indication. We have incurred net losses in each year since our inception, including net losses of $263,534 for the period April 17, 2017 (inception) through December 31, 2017, $685,964 for the year ended December 31, 2018 and $491,654 for the three months ended March 31, 2019. We had an accumulated deficit of $1,441,152 as of March 31, 2019.

 

To date, we have devoted most of our financial resources to licensing our intellectual property, sponsoring research with world-renowned academic and medical research institutions and our corporate overhead. We have not generated any revenues from product sales. We expect to continue to incur losses for the foreseeable future, and we expect these losses to increase when we commence clinical trials and seek regulatory approvals for, our drug candidates, prepare for and begin the commercialization of any approved products, and add infrastructure and personnel to support our drug development efforts and operations as a public company. We anticipate that any such losses could be significant for the next several years as we begin IND-enabling studies and clinical trials for our drug candidates and related activities required for regulatory approval and continue pursuing additional indications for our drug candidates in our future clinical trials. If any of our drug candidates fail in future clinical trials or do not gain regulatory approval, or if our drug candidates do not achieve market acceptance, we may never become profitable. As a result of the foregoing, we expect to continue to experience net losses and negative cash flows for the foreseeable future. These net losses and negative cash flows have had, and will continue to have, an adverse effect on our stockholders’ equity (deficit) and working capital.

 

Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve profitability. In addition, our expenses could increase if we are required by the FDA, EMA or other regulatory authority to perform studies or trials in addition to those currently expected, or if there are any delays in commencing or completing our clinical trials or the development of any of our drug candidates. The amount of future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenues.

 

We will require substantial additional funding, which may not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce or cease our operations.

 

We are currently funding the development of our drug candidates and prospective drug candidates. Developing pharmaceutical products, including conducting research, pre-clinical studies and clinical trials, is expensive. We will require additional future capital in order to begin and complete the research, development and clinical and regulatory activities necessary to bring our drug candidates to market in the future.

 

We intend to utilize our resources to continue our pre-clinical research studies, to fund the continued pre-clinical and subsequent clinical development of our drug candidates and to fund the research of prospective new drug candidates. Our financial resources will also be used for general corporate purposes, general and administrative expenses, capital expenditures, working capital and prosecution and maintenance of our licensed patents to the extent required under our license agreements. Accordingly, we will continue to require substantial additional capital to continue our research and development activities. Because successful development of our drug candidates is uncertain, we are unable to estimate the actual funds we will require to complete research and development and commercialize our drug candidates under development.

 

The amount and timing of our future funding requirements will depend on many factors, including but not limited to:

 

·the progress, costs, results of and timing of our drug candidate trials for the treatment of SSc and pain management, and the future pre-clinical and clinical development of our drug candidates for other potential indications;
·the number and characteristics of drug candidates that we pursue;
·the ability of our drug candidates to progress through future pre-clinical and future clinical development successfully;
·our need to expand research and development activities;
·the costs associated with securing and establishing commercialization and manufacturing capabilities;
·market acceptance of our drug candidates;
·the costs of acquiring, licensing or investing in businesses, products, drug candidates and technologies;
·our ability to maintain, expand and defend the scope of our intellectual property portfolio rights, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with the filing, prosecution, defense and enforcement of any patents or other intellectual property rights;
·our need and ability to hire additional management and scientific and medical personnel;

 

 9 

 

 

·the effect of competing technological and market developments;
·our need to implement additional internal systems and infrastructure, including financial and reporting systems; and
·the economic and other terms, timing of and success of our existing licensing arrangements and any collaboration, licensing or other arrangements into which we may enter in the future.

 

Some of these factors are outside of our control. Based upon our current financial resources and the expected net proceeds to us from this offering and our expected level of operating expenditures, we believe that we will be able to fund our operations through ______. This period could be shortened if there are any significant increases in planned spending on development programs or more rapid progress of development programs than anticipated. Our existing capital resources will not be sufficient to enable us to complete the commercialization of our drug candidates, or to initiate any future clinical trials or additional development work for any other drug candidates not currently in development. Accordingly, we will need to raise substantial additional funds in the future.

 

We may seek additional funding through a combination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. Additional funding may not be available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders. In addition, the issuance of additional shares by us, or the possibility of such issuance, may cause the market price of our shares to decline.

 

If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our drug development programs. We also could be required to seek funds through arrangements with collaborative partners or otherwise that may require us to relinquish rights to some of our technologies or drug candidates or otherwise agree to terms unfavorable to us.

 

We have a limited operating history and we expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.

 

We are a biotechnology company with a limited operating history. Our operations to date have been limited to the research and development of our drug candidates. We have not yet started clinical trials or obtained regulatory approvals for any of our drug candidates. Consequently, any predictions made about our future success or viability may not be as accurate as they could be if we had a longer operating history or approved products on the market. Our financial condition and operating results may significantly fluctuate from quarter-to-quarter or year-to-year due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations include:

 

·any delays in regulatory review and approval of our drug candidates in future pre-clinical development, including our ability to receive approval from the FDA and the EMA for our drug candidates, and our planned clinical and pre-clinical studies and other work, as the basis for review and approval of our drug candidates;
·delays in the commencement, enrollment and timing of clinical trials;
·difficulties in identifying and treating patients suffering from our target indications;
·the success of our future clinical trials through all phases of pre-clinical and clinical development;
·potential side effects of our drug candidates that could delay or prevent approval or cause an approved drug to be taken off the market;
·our ability to obtain additional funding to develop our drug candidates;
·our ability to identify and develop additional drug candidates;
·market acceptance of our drug candidates;
·our ability to establish an effective sales and marketing infrastructure directly or through collaborations with third parties;
·competition from existing products or new products that may emerge;
·the ability of patients or healthcare providers to obtain coverage or sufficient reimbursement for our products;
·our ability to adhere to clinical study requirements directly or with third parties such as contract research organizations, or CROs;
·our dependency on third-party manufacturers to manufacture our products and key ingredients;
·our ability to establish or maintain collaborations, licensing or other arrangements;
·the costs to us, and our ability and our third-party collaborators’ ability to obtain, maintain and protect our licensed intellectual property rights;
·our ability to adequately support future growth;
·our ability to attract and retain key personnel to manage our business effectively; and
·potential product liability claims.

 

Accordingly, the results of any quarterly or annual periods should not be relied upon as indications of future operating performance.

 

Our recurring losses from operations may raise doubt regarding our ability to continue as a going concern.

 

Because our continuing existence has been dependent upon raising capital to sustain our business, it raises doubt about our ability to continue as a going concern. Our independent registered public accounting firm has included an explanatory paragraph in its report on our consolidated financial statements stating there is doubt about our ability to continue as a going concern. Such an opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities or otherwise. There is no assurance that sufficient financing will be available when needed to allow us to continue as a going concern. The perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations (see Note 1 of our condensed consolidated financial statements).

 

 10 

 

 

Risks Relating to Controlled Substances

 

Our drug candidates may contain controlled substances, the use of which may generate public controversy.

 

Since some of our drug candidates contain, or may be derived from, controlled substances, their regulatory approval may generate public controversy. Political and social pressures and adverse publicity could lead to delays in approval of, and increased expenses for our drug candidates. These pressures could also limit or restrict the introduction and marketing of one or more of our drug candidates. Adverse publicity from cannabis misuse or adverse side effects from cannabis or other cannabinoid products may adversely affect the commercial success or market penetration achievable by our drug candidates. The nature of our business attracts a high level of public and media interest, and in the event of any resultant adverse publicity, our reputation may be harmed.

 

Some or all of our drug candidates that we are developing may be subject to U.S. controlled substance laws and regulations and failure to comply with these laws and regulations, or the cost of compliance with these laws and regulations, may adversely affect the results of our business operations, both during pre-clinical and clinical development and post-approval, and our financial condition.

 

Some or all of the drug candidates we plan to develop may contain controlled substances as defined in the Controlled Substances Act of 1970, or the CSA. Controlled substances that are pharmaceutical products are subject to a high degree of regulation under the CSA, which establishes, among other things, certain registration, manufacturing quotas, security, recordkeeping, reporting, import, export and other requirements administered by the Drug Enforcement Administration, or DEA. The DEA classifies controlled substances into five schedules: Schedule I, II, III, IV or V substances. Schedule I substances by definition have a high potential for abuse, no currently “accepted medical use” in the United States, lack accepted safety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. Pharmaceutical products approved for use in the United States may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk among such substances. Schedule I and II drugs are subject to the strictest controls under the CSA, including manufacturing and procurement quotas, security requirements and criteria for importation. In addition, dispensing of Schedule II drugs is further restricted. For example, they may not be refilled without a new prescription.

 

While cannabis, cannabis extracts, and some cannabinoids are Schedule I controlled substances, products approved for medical use in the United States that contain cannabis, cannabis extracts, some cannabinoids or synthetic cannabinoids have been, and we expect should be, placed on Schedules II-V, since approval by the FDA satisfies the “accepted medical use” requirement.

 

If and when our drug candidates receive FDA approval, we expect the finished dosage forms of our cannabinoid-based drug candidates may be listed by the DEA as a Schedule II, III, IV, or V controlled substance for it to be prescribed for patients in the United States. Consequently, their manufacture, importation, exportation, domestic distribution, storage, sale and legitimate use will be subject to a significant degree of regulation by the DEA. In addition, the scheduling process may take one or more years beyond FDA approval, thereby delaying the launch of our drug products in the United States. However, the DEA must issue a temporary order scheduling the drug within 90 days after the FDA approves the drug and the DEA receives a scientific and medical evaluation and scheduling recommendation from the Department of Health and Human Services. Furthermore, if the FDA, DEA, or any foreign regulatory authority determines that any of our drug candidates may have potential for abuse, it may require us to generate more clinical or other data than we currently anticipate to establish whether or to what extent the substance has an abuse potential, which could increase the cost and/or delay the launch of our drug products.

 

Facilities conducting research, manufacturing, distributing, importing or exporting, or dispensing controlled substances must be registered (licensed) to perform these activities and have the security, control, recordkeeping, reporting and inventory mechanisms required by the DEA to prevent drug loss and diversion. All these facilities must renew their registrations annually, except dispensing facilities, which must renew every three years. The DEA conducts periodic inspections of certain registered establishments that handle controlled substances. Obtaining the necessary registrations may result in delay of the manufacturing, development, or distribution of our drug candidates. Furthermore, failure to maintain compliance with the CSA, particularly non-compliance resulting in loss or diversion, can result in regulatory action that could have a material adverse effect on our business, financial condition and results of operations. The DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to restrict, suspend or revoke those registrations. In certain circumstances, violations could lead to criminal proceedings. Individual states have also established controlled substance laws and regulations. Though state-controlled substances laws often mirror federal law, because the states are separate jurisdictions, they may separately schedule our drug candidates. While some states automatically schedule a drug based on federal action, other states schedule drugs through rulemaking or a legislative action. State scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness of such product. We or our partners or clinical sites must also obtain separate state registrations, permits or licenses in order to be able to obtain, handle, and distribute controlled substances for clinical trials or commercial sale, and failure to meet applicable regulatory requirements could lead to enforcement and sanctions by the states in addition to those from the DEA or otherwise arising under federal law.

 

 11 

 

 

To conduct clinical trials with our drug candidates in the United States prior to approval, each of our research sites may be required to obtain and maintain a DEA researcher registration that will allow those sites to handle and dispense the drug candidate and to obtain the product. If the DEA delays or denies the grant of a research registration to one or more research sites, the clinical trial could be significantly delayed, and we could lose clinical trial sites.

 

Manufacturing of our drug candidates is, and, if approved, our commercial products may be, subject to the DEA’s annual manufacturing and procurement quota requirements, if classified as Schedule II. The annual quota allocated to us or our contract manufacturers for the controlled substances in our drug candidates may not be sufficient to meet commercial demand or complete clinical trials. Consequently, any delay or refusal by the DEA in establishing our, or our contract manufacturers’, procurement and/or production quota for controlled substances could delay or stop our clinical trials or product launches, which could have a material adverse effect on our business, financial position and operations.

 

If, upon approval of any of our drug candidates, the product is scheduled as Schedule II or III, we would also need to identify wholesale distributors with the appropriate DEA registrations and authority to distribute the product to pharmacies and other health care providers. The failure to obtain, or delay in obtaining, or the loss any of those registrations could result in increased costs to us. Furthermore, state and federal enforcement actions, regulatory requirements, and legislation intended to reduce prescription drug abuse, such as the requirement that physicians consult a state prescription drug monitoring program may make physicians less willing to prescribe, and pharmacies to dispense, our products, if approved.

 

Our ability to research, develop and commercialize our drug candidates is dependent on our ability to obtain and maintain the necessary controlled substance registrations from DEA.

 

In the United States, the DEA regulates activities relating to the supply of cannabis for medical research and/or commercial development, including the requirement to obtain annual registrations to manufacture or distribute pharmaceutical products derived from cannabis extracts. The National Institute on Drug Abuse, or NIDA, also plays a role in oversight of the cultivation of cannabis for medicinal research. We do not currently handle any controlled substances, but we plan to partner with third-parties to engage in the research and development of our drug candidates, which may include synthetically-derived cannabinoids, or derivatives thereof, that are found in cannabis for medical purposes. This may require that our third-party service providers obtain and maintain the necessary DEA registrations, and be subject to other regulatory requirements. 

 

Laws and regulations affecting therapeutic uses of cannabinoids are constantly evolving and the legalization and use of medical and recreational cannabis in the U.S. and elsewhere may impact our business.

 

There is a substantial amount of change occurring in the U.S. regarding the use of medical and adult-use cannabis products. While cannabis products not approved by the FDA are Schedule I substances as defined under federal law, and their possession and use is not permitted according to federal law, 34 states in the United States, plus the District of Columbia, Puerto Rico and Guam, have legalized the use of medical cannabis. Eleven states, plus the District of Columbia, have legalized the use of adult-use cannabis. Sixteen states have legalized high-CBD, low-THC oils for a limited class of patients and 13 states, plus the U.S. Virgin Islands, have decriminalized cannabis, which generally means that there is no arrest, prison time, or criminal record for the first-time possession of a small amount of cannabis for personal consumption. The 2018 U.S. Farm Bill de-scheduled cannabinoid extracts and other material derived from certain hemp plants with extremely low THC content, although the marketing of such products for medical or other purposes would still be subject to regulatory premarketing approval requirements and other applicable laws and regulations, including by the FDA. Although our business is quite distinct from that of medical cannabis companies, future legislation authorizing the sale, distribution, use, and insurance reimbursement of non-FDA approved cannabis products could affect our business, results of operations, financial condition or prospects.

 

The potential ongoing evolution of laws and regulations affecting the research and development of cannabinoid-based medical drugs and treatments could detrimentally affect our business. Laws and regulations related to the therapeutic uses of cannabinoid-based drugs may be subject to changing interpretations. These changes may require us to incur substantial costs associated with legal and compliance fees and may ultimately require us to alter our business plan. Furthermore, violations or alleged violation of these laws could disrupt our business and result in a material adverse effect on our business, results of operations and financial condition. In addition, we cannot predict the nature of any future laws, regulations, interpretations or applications of laws and regulations and it is possible that new laws and regulations may be enacted in the future that will be directly applicable to our business.

 

To date, we have conducted all research and development activities concerning our drug candidates, including those which are or contain cannabinoids, in the U.S. through the NIH (with respect to MRI-1867), which we believe has complied with all applicable laws, or in Israel (with respect to our candidates currently being developed at Hebrew University). We intend to continue our drug development activities in the U.S. in compliance with all applicable laws and in other jurisdictions, including Israel, with more favorable laws and regulations regarding research using cannabinoids. We do not believe that any of our current operations are subject to federal or state laws regarding the possession or use of cannabis.

 

 12 

 

 

Risks Relating to Regulatory Review and Approval of our Drug Candidates

 

In respect of our drug candidates targeting rare indications, orphan drug exclusivity may afford limited protection, and if another party obtains orphan drug exclusivity for the drugs and indications we are targeting, we may be precluded from commercializing our drug candidates in those indications during that period of exclusivity.

 

The first New Drug Application, or NDA, applicant with an Orphan Drug Designation for a particular active moiety to treat a specific disease or condition that receives FDA approval is usually entitled to a seven-year exclusive marketing period in the U.S. for that drug, for that indication. We rely in part on this orphan drug exclusivity and other regulatory exclusivities to protect our NCEs and, potentially, our other products and drug candidates from competitors, and we expect to continue relying in part on these regulatory exclusivities in the future. The duration of that exclusivity period could be impacted by a number of factors, including the FDA’s later determination that the request for designation was materially defective, that the manufacturer is unable to supply sufficient quantities of the drug, or that the extension of the exclusivity period established by the Improving Regulatory Transparency for New Medical Therapies Act does not apply. There is no assurance that we will successfully obtain Orphan Drug Designation for other drug candidates or other rare diseases or that a drug candidate for which we receive Orphan Drug Designation will be approved, or that we will be awarded orphan drug exclusivity upon approval as, for example, the FDA may reconsider whether the eligibility criteria for such exclusivity have been met and/or maintained. Moreover, a drug product with an active moiety that is a different cannabinoid from that in any of our drug candidate or, under limited circumstances, the same drug product, may be approved by the FDA for the same indication during the period of marketing exclusivity. The limited circumstances include a showing that the second drug is clinically superior to the drug with marketing exclusivity through a demonstration of superior safety or efficacy or that it makes a major contribution to patient care. In addition, if a competitor obtains approval and marketing exclusivity for a drug product with an active moiety that is the same as that in a drug candidate we are pursuing for the same indication before us, approval of our drug candidate would be blocked during the period of marketing exclusivity unless we could demonstrate that our drug candidate is clinically superior to the approved product. In addition, if a competitor obtains approval and marketing exclusivity for a drug product with an active moiety that is the same as that in a drug candidate we are pursuing for a different orphan indication, this may negatively impact the market opportunity for our drug candidate. There have been legal challenges to aspects of the FDA’s regulations and policies concerning the exclusivity provisions of the Orphan Drug Act, including whether two drugs are the same drug product, and future challenges could lead to changes that affect the protections potentially afforded our products in ways that are difficult to predict. In a recent successful legal challenge, a court invalidated the FDA’s denial of orphan exclusivity to a drug on the grounds that the drug was not proven to be clinically superior to a previously approved product containing the same ingredient for the same orphan use. In response to the decision, the FDA released a policy statement stating that the court’s decision is limited just to the facts of that particular case and that the FDA will continue to require the sponsor of a designated drug that is the “same” as a previously approved drug to demonstrate that its drug is clinically superior to that drug upon approval in order to be eligible for orphan drug exclusivity, or in some cases, to even be eligible for marketing approval. In the future, there is the potential for additional legal challenges to the FDA’s orphan drug regulations and policies, and it is uncertain how such challenges might affect our business.

 

In the European Union, if a marketing authorization is granted for a medicinal product that is designated an orphan drug, that product is entitled to ten years of marketing exclusivity. During the period of marketing exclusivity, subject to limited exceptions, no similar medicinal product may be granted a marketing authorization for the orphan indication. There is no assurance that we will successfully obtain orphan drug designation for future rare indications or orphan exclusivity upon approval of any of our drug candidates that have already obtained designation. Even if we obtain orphan exclusivity for any drug candidate, the exclusivity period can be reduced to six years if at the end of the fifth year it is established that the orphan designation criteria are no longer met or if it is demonstrated that the orphan drug is sufficiently profitable that market exclusivity is no longer justified. Further, a similar medicinal product may be granted a marketing authorization for the same indication notwithstanding our marketing exclusivity if we are unable to supply sufficient quantities of our product, or if the second product is safer, more effective or otherwise clinically superior to our orphan drug. In addition, if a competitor obtains marketing authorization and orphan exclusivity for a product that is similar to a drug candidate we are pursuing for the same indication, approval of our drug candidate would be blocked during the period of orphan marketing exclusivity unless we could demonstrate that our drug candidate is safer, more effective or otherwise clinically superior to the approved product.

 

We cannot be certain that any of our drug candidates will receive regulatory approval, and without regulatory approval we will not be able to market our drug candidates.

 

Our business currently depends entirely on the successful development and commercialization of our drug candidates. Our ability to generate revenue related to product sales, if ever, will depend on the successful development and regulatory approval of our drug candidates and our licensing of our drug candidates, in one or more of their targeted indications.

 

Through our research agreements, we are currently researching our drug candidates and thus have no products approved for sale and cannot guarantee that there will ever have marketable products. The development of a drug candidate and issues relating to its approval and marketing are subject to extensive regulation by the FDA in the United States, the EMA in Europe and regulatory authorities in other countries, with regulations differing from country to country. We are not permitted to market our drug candidates in the United States or Europe until we receive approval of a NDA from the FDA or a Marketing Authorization Application, or MAA, from the EMA, respectively. We have not submitted any marketing applications for any of our drug candidates.

 

 13 

 

 

NDAs and MAAs must include extensive pre-clinical and clinical data and supporting information to establish the drug candidate’s safety and effectiveness for each desired indication. NDAs and MAAs must also include significant information regarding the chemistry, manufacturing and controls for the product. Obtaining approval of a NDA or a MAA is a lengthy, expensive and uncertain process, and we may not be successful in obtaining approval. The FDA and the EMA review processes can take years to complete and approval is never guaranteed. If we submit a NDA to the FDA, the FDA must decide whether to accept or reject the submission for filing. We cannot be certain that any submissions will be accepted for filing and review by the FDA. Regulators of other jurisdictions, such as the EMA, have their own procedures for approval of drug candidates. Even if a product is approved, the FDA or the EMA, as the case may be, may limit the indications for which the product may be marketed, require extensive warnings on the product labeling or require expensive and time-consuming clinical trials or reporting as conditions of approval. Regulatory authorities in countries outside of the United States and Europe also have requirements for approval of drug candidates with which we must comply prior to marketing in those countries. Obtaining regulatory approval for marketing of a drug candidate in one country does not ensure that we will be able to obtain regulatory approval in any other country. In addition, delays in approvals or rejections of marketing applications in the United States, Europe or other countries may be based upon many factors, including regulatory requests for additional analyses, reports, data, pre-clinical studies and clinical trials, regulatory questions regarding different interpretations of data and results, changes in regulatory policy during the period of product development and the emergence of new information regarding our drug candidates or other products. Also, regulatory approval for any of our drug candidates may be withdrawn.

 

Before we submit a NDA to the FDA or a MAA to the EMA for any of our drug candidates, we must successfully complete pre-clinical studies and subsequent clinical trials. We cannot predict whether our future trials and studies will be successful or whether regulators will agree with our conclusions regarding the pre-clinical studies we have conducted to date.

 

If we are unable to obtain approval from the FDA, the EMA or other regulatory agencies for our drug candidates, or if, subsequent to approval, we are unable to successfully commercialize our drug candidates, we will not be able to generate sufficient revenue to become profitable or to continue our operations.

 

If we receive regulatory approvals, we intend to market our drug candidates in multiple jurisdictions where we have limited or no operating experience and may be subject to increased business and economic risks that could affect our financial results.

 

If we receive regulatory approvals, we plan to market our drug candidates in jurisdictions where we have limited or no experience in marketing, developing and distributing our products and cannot guarantee that we will ever have marketable products. Certain markets have substantial legal and regulatory complexities that we may not have experience navigating. We are subject to a variety of risks inherent in doing business internationally, including risks related to the legal and regulatory environment in non-U.S. jurisdictions, including with respect to privacy and data security, trade control laws and unexpected changes in laws, regulatory requirements and enforcement, as well as risks related to fluctuations in currency exchange rates and political, social and economic instability in foreign countries. If we are unable to manage our international operations successfully, our financial results could be adversely affected.

 

In addition, controlled substance legislation may differ in other jurisdictions and could restrict our ability to market our products internationally. Most countries are parties to the Single Convention on Narcotic Drugs 1961, which governs international trade and domestic control of narcotic substances, including Cannabis extracts. Countries may interpret and implement their treaty obligations in a way that creates a legal obstacle to us obtaining marketing approval for our drug candidates in those countries. These countries may not be willing or able to amend or otherwise modify their laws and regulations to permit our candidates to be marketed, or achieving such amendments to the laws and regulations may take a prolonged period of time. We would be unable to market our candidates in countries with such obstacles in the near future or perhaps at all without modification to laws and regulations.  

 

Delays in the commencement, enrollment and completion of pre-clinical studies and clinical trials could result in increased costs to us and delay or limit our ability to obtain regulatory approval for our drug candidates.

 

Delays in the commencement, enrollment and completion of our future pre-clinical studies and clinical trials could increase our product development costs or limit the regulatory approval of our drug candidates. Although we anticipate that existing cash and cash equivalents following this offering will be sufficient to fund our projected operating requirements for at least __ months, we will require additional funding for our business activities. In addition, we do not know whether any future trials or studies of our other drug candidates, including any confirmatory clinical trial of our drug candidates, will begin on time or will be completed on schedule, if at all. The commencement, enrollment and completion of clinical trials can be delayed or suspended for a variety of reasons, including:

 

·inability to obtain sufficient funds required for the commencement of pre-clinical and clinical trials;
·inability to reach agreements on acceptable terms with prospective CROs and trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;
·clinical holds, other regulatory objections to commencing a clinical trial or the inability to obtain regulatory approval to commence a clinical trial in countries that require such approvals;

 

 14 

 

 

·discussions with the FDA or non-U.S. regulators regarding the scope or design of our clinical trials;
·inability to identify and maintain a sufficient number of trial sites, many of which may already be engaged in other clinical trial programs, including some that may be for the same indications targeted by our drug candidates;
·inability to obtain approval from institutional review boards, or IRBs, to conduct a clinical trial at their respective sites;
·severe or unexpected drug-related adverse effects experienced by patients;
·inability to timely manufacture sufficient quantities of the drug candidate required for a clinical trial;
·difficulty recruiting and enrolling patients to participate in clinical trials for a variety of reasons, including meeting the enrollment criteria for our study and competition from other clinical trial programs for the same indications as our drug candidates; and
·inability to retain enrolled patients after a clinical trial is underway.

 

Changes in regulatory requirements and guidance may also occur and we may need to amend clinical trial protocols to reflect these changes with appropriate regulatory authorities. Amendments may require us to resubmit clinical trial protocols to IRBs for re-examination, which may impact the costs, timing or successful completion of a clinical trial. In addition, any future clinical trial may be suspended or terminated at any time by us, our future collaborators, the FDA or other regulatory authorities due to a number of factors, including:

 

·our failure to conduct a clinical trial in accordance with regulatory requirements of our clinical protocols;
·unforeseen safety issues or any determination that any future clinical trial presents unacceptable health risks;
·lack of adequate funding to begin any future clinical trial due to unforeseen costs or other business decisions; and
·a breach of the terms of any agreement with, or for any other reason by, future collaborators that have responsibility for the clinical development of any of our drug candidates.

 

In addition, if we, or any of our potential future collaborators are required to conduct additional clinical trials or other pre-clinical studies of our drug candidates beyond those contemplated, our ability to obtain regulatory approval of these drug candidates and generate revenue from their sales would be similarly harmed.

 

Our drug candidates may have undesirable side effects which may delay or prevent marketing approval, or, if approval is received, require them to be taken off the market, require them to include safety warnings or otherwise limit their sales.

 

Unforeseen side effects from any of our drug candidates could arise either during clinical development or, if approved, after the approved product has been marketed. The range and potential severity of possible side effects from systemic therapies is significant. The results of future clinical trials may show that our drug candidates cause undesirable or unacceptable side effects, which could interrupt, delay or halt clinical trials, and result in delay of, or failure to obtain, marketing approval from the FDA and other regulatory authorities, or result in marketing approval from the FDA and other regulatory authorities with restrictive label warnings.

 

If any of our drug candidates receives marketing approval and we or others later identify undesirable or unacceptable side effects caused by such products:

 

·regulatory authorities may require the addition of labeling statements, specific warnings, a contraindication or field alerts to physicians and pharmacies;
·we may be required to change instructions regarding the way the product is administered, conduct additional clinical trials or change the labeling of the product;
·we may be subject to limitations on how we may promote the product;
·sales of the product may decrease significantly;
·regulatory authorities may require us to take our approved product off the market;
·we may be subject to litigation or product liability claims; and
·our reputation may suffer.

 

Any of these events could prevent us or our potential future collaborators from achieving or maintaining market acceptance of the affected product or could substantially increase commercialization costs and expenses, which in turn could delay or prevent us from generating significant revenues from the sale of our products.

 

Reimbursement decisions by third-party payors may have an adverse effect on pricing and market acceptance. If there is not sufficient reimbursement for our drug candidates, if approved, it is less likely that they will be widely used.

 

Market acceptance and sales of our drug candidates, if approved, will depend on reimbursement policies and may be affected by, among other things, future healthcare reform measures. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which drugs they will cover and establish payment levels. We cannot be certain that reimbursement will be available for our drug candidates, if approved. Also, we cannot be certain that reimbursement policies will not reduce the demand for, or the price paid for, our drug candidates. If reimbursement is not available or is available on a limited basis, we may not be able to successfully commercialize our drug candidates.

 

 15 

 

 

In March 2010, the Patient Protection and Affordable Care Act, or PPACA, as amended by the Health Care and Education Affordability Reconciliation Act, or collectively, ACA, became law in the United States. The goal of ACA is to reduce the cost of health care and substantially change the way health care is financed by both governmental and private insurers. While we cannot predict what impact on federal reimbursement policies this legislation will have in general or on our business specifically, the ACA may result in downward pressure on pharmaceutical reimbursement, which could negatively affect market acceptance of our current or future drug candidates. In addition, some members of the U.S. Congress have been seeking to overturn at least portions of the legislation and we expect they will continue to review and assess this legislation and alternative health care reform proposals. We cannot predict whether new proposals will be made or adopted, when they may be adopted or what impact they may have on us if they are adopted.

 

In addition, other legislative changes have been proposed and adopted since the PPACA was enacted. On August 2, 2011, the Budget Control Act of 2011 was signed into law, which, among other things, creates the Joint Select Committee on Deficit Reduction to recommend proposals in spending reductions to Congress. The Joint Select Committee did not achieve a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, triggering the legislation’s automatic reduction to several government programs. This included aggregate reductions to Medicare payments to providers of up to 2% per fiscal year, which went into effect on April 1, 2013. On January 2, 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, further reduced Medicare payments to several providers, including hospitals, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years.  Strong, partisan disagreement in Congress has prevented implementation of various PPACA provisions, and the Trump Administration has made repeal of the PPACA a priority.  One of the first executive orders of the Trump administration granted federal agencies broad powers to unwind regulations under the PPACA. On January 11, 2017, the Senate voted to approve a “budget blueprint” allowing Republicans to repeal parts of the law while avoiding Democrat filibuster.  The “Obamacare Repeal Resolution” passed 51-48.  Certain legislators are continuing their efforts to repeal the PPACA, although there is little clarity on how such a repeal would be implemented and what a PPACA replacement might look like.  For the immediate future, there is significant uncertainty regarding the health care, health care coverage and health care insurance markets.

 

The U.S. government has in the past considered, is currently considering and may in the future consider healthcare policies and proposals intended to curb rising healthcare costs, including those that could significantly affect both private and public reimbursement for healthcare services. State and local governments, as well as a number of foreign governments, are also considering or have adopted similar types of policies. Future significant changes in the healthcare systems in the United States or elsewhere, and current uncertainty about whether and how changes may be implemented, could have a negative impact on the demand for our products. We are unable to predict whether other healthcare policies, including policies stemming from legislation or regulations affecting our business, may be proposed or enacted in the future; what effect such policies would have on our business; or the effect ongoing uncertainty about these matters will have on the purchasing decisions of our customers.

 

We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services, which could result in reduced demand for our products or additional pricing pressures.

 

If we do not obtain protection under the Hatch-Waxman Act and similar legislation outside of the United States by extending the patent terms and obtaining data exclusivity for our drug candidates, our business may be materially harmed.

 

Depending upon the timing, duration and specifics of FDA marketing approval of our drug candidates, if any, one or more of our U.S. licensed patents may be eligible for limited patent term restoration under the Drug Price Competition and Patent Term Restoration Act of 1984, referred to as the Hatch-Waxman Act. The Hatch-Waxman Act permits a patent restoration term of up to five years as compensation for patent term lost during product development and the FDA regulatory review process. However, we may not be granted an extension because of, for example, failing to apply within applicable deadlines, failing to apply prior to expiration of relevant patents or otherwise failing to satisfy applicable requirements. Moreover, the applicable time period or the scope of patent protection afforded could be less than we request. If we are unable to obtain patent term extension or restoration or the term of any such extension is less than we request, the period during which we will have the right to exclusively market our drug candidate will be shortened and our competitors may obtain approval of competing products following our licensed patent expiration, and our revenue could be reduced, possibly materially.

 

If we market products in a manner that violates healthcare fraud and abuse laws, or if we violate government price reporting laws, we may be subject to civil or criminal penalties.

 

In addition to FDA restrictions on marketing of pharmaceutical products, several other types of state and federal healthcare laws, commonly referred to as “fraud and abuse” laws, have been applied in recent years to restrict certain marketing practices in the pharmaceutical industry. Other jurisdictions such as Europe have similar laws. These laws include false claims and anti-kickback statutes. If we market our products and our products are paid for by governmental programs, it is possible that some of our business activities could be subject to challenge under one or more of these laws.

 

 16 

 

 

Federal false claims laws prohibit any person from knowingly presenting, or causing to be presented, a false claim for payment to the federal government or knowingly making, or causing to be made, a false statement to get a false claim paid. The federal healthcare program anti-kickback statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration to induce, or in return for, purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcare item or service covered by Medicare, Medicaid or other federally financed healthcare programs. This statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand and prescribers, purchasers or formulary managers on the other. Although there are several statutory exemptions and regulatory safe harbors protecting certain common activities from prosecution, the exemptions and safe harbors are drawn narrowly, and practices that involve remuneration intended to induce prescribing, purchasing or recommending may be subject to scrutiny if they do not qualify for an exemption or safe harbor. Most states also have statutes or regulations similar to the federal anti-kickback law and federal false claims laws, which apply to items and services covered by Medicaid and other state programs, or, in several states, apply regardless of the payor. Administrative, civil and criminal sanctions may be imposed under these federal and state laws.

 

Over the past few years, a number of pharmaceutical and other healthcare companies have been prosecuted under these laws for a variety of promotional and marketing activities, such as: providing free trips, free goods, sham consulting fees and grants and other monetary benefits to prescribers; reporting inflated average wholesale prices that were then used by federal programs to set reimbursement rates; engaging in off-label promotion; and submitting inflated best price information to the Medicaid Rebate Program to reduce liability for Medicaid rebates.

 

If the FDA and EMA and other regulatory agencies do not approve the manufacturing facilities of our future contract manufacturers for commercial production, we may not be able to commercialize any of our drug candidates.

 

We do not currently intend to manufacture the pharmaceutical products that we plan to sell. We currently have no agreements with contract manufacturers for the production of the active pharmaceutical ingredients and the formulation of sufficient quantities of drug product for our drug candidates’ pre-clinical studies and clinical trials and that we believe we will need to conduct prior to seeking regulatory approval. We do not have agreements for commercial supplies of any of our drug candidates and we may not be able to reach agreements with these or other contract manufacturers for sufficient supplies to commercialize a drug candidate if it is approved. Additionally, the facilities used by any contract manufacturer to manufacture a drug candidate must be the subject of a satisfactory inspection before the FDA or the regulators in other jurisdictions approve the drug candidate manufactured at that facility. We will be completely dependent on these third-party manufacturers for compliance with the requirements of U.S. and non-U.S. regulators for the manufacture of our finished products. If our manufacturers cannot successfully manufacture material that conform to our specifications and current good manufacturing practice requirements of any governmental agency whose jurisdiction to which we are subject, our drug candidates will not be approved or, if already approved, may be subject to recalls. Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured the drug candidates, including:

 

·the possibility that we are unable to enter into a manufacturing agreement with a third party to manufacture our drug candidates;
·the possible breach of the manufacturing agreements by the third parties because of factors beyond our control; and
·the possibility of termination or nonrenewal of the agreements by the third parties before we are able to arrange for a qualified replacement third-party manufacturer.

 

Any of these factors could cause the delay of approval or commercialization of our drug candidates, cause us to incur higher costs or prevent us from commercializing our drug candidates successfully. Furthermore, if any of our drug candidates are approved and contract manufacturers fail to deliver the required commercial quantities of finished product on a timely basis and at commercially reasonable prices and we are unable to find one or more replacement manufacturers capable of production at a substantially equivalent cost, in substantially equivalent volumes and quality and on a timely basis, we would likely be unable to meet demand for our products and could lose potential revenue. It may take several years to establish an alternative source of supply for our drug candidates and to have any such new source approved by the government agencies that regulate our products.

 

Even if our drug candidates receive regulatory approval, we may still face future development and regulatory difficulties.

 

Our drug candidates, if approved, will also be subject to ongoing regulatory requirements for labeling, packaging, storage, advertising, promotion, record-keeping and submission of safety and other post-market information. In addition, approved products, manufacturers and manufacturers’ facilities are required to comply with extensive FDA and EMA requirements and requirements of other similar agencies, including ensuring that quality control and manufacturing procedures conform to current Good Manufacturing Practices, or cGMPs. As such, we and our contract manufacturers will be subject to continual review and periodic inspections to assess compliance with cGMPs. Accordingly, we and others with whom we work must continue to expend time, money and effort in all areas of regulatory compliance, including manufacturing, production and quality control. We will also be required to report certain adverse reactions and production problems, if any, to the FDA and EMA and other similar agencies and to comply with certain requirements concerning advertising and promotion for our products. Promotional communications with respect to prescription drugs are subject to a variety of legal and regulatory restrictions and must be consistent with the information in the product’s approved label. Accordingly, we may not promote our approved products, if any, for indications or uses for which they are not approved.

 

If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, or disagrees with the promotion, marketing or labeling of a product, it may impose restrictions on that product or us, including requiring withdrawal of the product from the market. If our drug candidates fail to comply with applicable regulatory requirements, a regulatory agency may:

 

·issue warning letters;
·mandate modifications to promotional materials or require us to provide corrective information to healthcare practitioners;
·require us or our potential future collaborators to enter into a consent decree or permanent injunction, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;
·impose other administrative or judicial civil or criminal penalties;
·withdraw regulatory approval;
·refuse to approve pending applications or supplements to approved applications filed by us or our potential future collaborators;
·impose restrictions on operations, including costly new manufacturing requirements; or
·seize or detain products.

 

 17 

 

 

Risks Relating to the Commercialization of Our Products

 

Even if approved, our drug candidates may not achieve broad market acceptance among physicians, patients and healthcare payors, and as a result our revenues generated from their sales may be limited.

 

The commercial success of our drug candidates, if approved, will depend upon their acceptance among the medical community, including physicians, health care payors and patients. The degree of market acceptance of our drug candidates will depend on a number of factors, including:

 

·limitations or warnings contained in our drug candidates’ FDA-approved labeling;
·changes in the standard of care or availability of alternative therapies at similar or lower costs for the targeted indications for any of our drug candidates;
·limitations in the approved clinical indications for our drug candidates;
·demonstrated clinical safety and efficacy compared to other products;
·lack of significant adverse side effects;
·sales, marketing and distribution support;
·availability of reimbursement from managed care plans and other third-party payors;
·timing of market introduction and perceived effectiveness of competitive products;
·the degree of cost-effectiveness;
·availability of alternative therapies at similar or lower cost, including generics and over-the-counter products;
·the extent to which our drug candidates are approved for inclusion on formularies of hospitals and managed care organizations;
·whether our drug candidates are designated under physician treatment guidelines for the treatment of the indications for which we have received regulatory approval;
·adverse publicity about our drug candidates or favorable publicity about competitive products;
·convenience and ease of administration of our drug candidates; and
·potential product liability claims.

 

If our drug candidates are approved, but do not achieve an adequate level of acceptance by physicians, patients, the medical community and healthcare payors, sufficient revenue may not be generated from these products and we may not become or remain profitable. In addition, efforts to educate the medical community and third-party payors on the benefits of our drug candidates may require significant resources and may never be successful.

 

We have no sales, marketing or distribution capabilities and we will have to invest significant resources to develop those capabilities or enter into acceptable third-party sales and marketing arrangements.

 

We have no sales, marketing or distribution capabilities. To develop internal sales, distribution and marketing capabilities, we will have to invest significant amounts of financial and management resources, some of which will be committed prior to any confirmation that our initial drug candidate or any of our other drug candidates will be approved. For drug candidates where we decide to perform sales, marketing and distribution functions ourselves or through third parties, we could face a number of additional risks, including:

 

·we or our third-party sales collaborators may not be able to attract and build an effective marketing or sales force;
·the cost of securing or establishing a marketing or sales force may exceed the revenues generated by any products; and
·our direct sales and marketing efforts may not be successful.

 

We may have limited or no control over the sales, marketing and distribution activities of these third parties. Our future revenues may depend heavily on the success of the efforts of these third parties.

 

We may not be successful in establishing and maintaining development and commercialization collaborations, which could adversely affect our ability to develop certain of our drug candidates and our financial condition and operating results.

 

Because developing pharmaceutical products, conducting clinical trials, obtaining regulatory approval, establishing manufacturing capabilities and marketing approved products are expensive, we may seek collaborations with companies that have more experience. Additionally, if any of our drug candidates receives marketing approval, we may enter into sales and marketing arrangements with third parties with respect to our unlicensed territories. If we are unable to enter into arrangements on acceptable terms, if at all, we may be unable to effectively market and sell our products in our target markets. We expect to face competition in seeking appropriate collaborators. Moreover, collaboration arrangements are complex and time consuming to negotiate, document and implement and they may require substantial resources to maintain. We may not be successful in our efforts to establish and implement collaborations or other alternative arrangements for the development of our drug candidates.

 

 18 

 

 

When we collaborate with a third party for development and commercialization of a drug candidate, we can expect to relinquish some or all of the control over the future success of that drug candidate to the third party. For example, we may relinquish the rights to a drug candidate in jurisdictions outside of the United States. Our collaboration partner may not devote sufficient resources to the commercialization of our drug candidates or may otherwise fail in their commercialization. The terms of any collaboration or other arrangement that we establish may not be favorable to us. In addition, any collaboration that we enter into may be unsuccessful in the development and commercialization of our drug candidates. In some cases, once we have begun pre-clinical and initial clinical development of a drug candidate, we may be responsible for continuing research, or research programs under a collaboration arrangement, and the payment we receive from our collaboration partner may be insufficient to cover the cost of this development. If we are unable to reach agreements with suitable collaborators for our drug candidates, we would face increased costs, we may be forced to limit the number of our drug candidates we can commercially develop or the territories in which we commercialize them and we might fail to commercialize products or programs for which a suitable collaborator cannot be found. If we fail to achieve successful collaborations, our operating results and financial condition may be materially and adversely affected.

 

If serious adverse events or other undesirable side effects are identified during the development of a drug candidate for one indication, we may need to abandon our development of the drug candidate for other indications.

 

Drug candidates in clinical stages of development have a high risk of failure. We cannot predict when or if a drug candidate will prove effective or safe in humans or will receive regulatory approval. New side effects could, however, be identified as our we begin clinical trials for our drug candidate in additional indications. If new side effects are found during the development of a drug candidate for any indication, if known side effects are shown to be more severe than previously observed or if a drug candidate is found to have other unexpected characteristics, we may need to abandon our development of a drug candidate for all potential indications. We cannot assure you that additional or more severe adverse side effects with respect to a drug candidate will not develop in when we begin clinical trials, which could delay or preclude regulatory approval of a drug candidate or limit its commercial use.

 

Risks Relating to Our Intellectual Property

 

It is difficult and costly to protect our proprietary rights, and we may not be able to ensure their protection. If our licensed patent position does not adequately protect our drug candidates, others could compete against us more directly, which would harm our business, possibly materially.

 

Our commercial success will depend in part on our licensors and us obtaining and maintaining patent protection and trade secret protection of our current and future drug candidates and the methods used to manufacture them, as well as successfully defending these patents against third-party challenges. Our ability to stop third parties from making, using, selling, offering to sell or importing our drug candidates is dependent upon the extent to which we have rights under valid and enforceable patents or trade secrets that cover these activities and the right under our licensed patent to contest alleged infringement.

 

The patent positions of biotechnology and pharmaceutical companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in pharmaceutical patents has emerged to date in the United States or in many jurisdictions outside of the United States. Changes in either the patent laws or interpretations of patent laws in the United States and other countries may diminish the value of our licensed intellectual property. Accordingly, we cannot predict the breadth of claims that may be enforced in the patents that may be issued from the applications we currently or may in the future own or license from third parties. Further, if any patents we obtain or license are deemed invalid and unenforceable, our ability to commercialize or license our technology could be adversely affected.

 

Others have filed, and in the future, are likely to file, patent applications covering products and technologies that are similar, identical or competitive to ours or important to our business. We cannot be certain that any patent application owned by a third party will not have priority over patent applications filed or in-licensed by us, or that we or our licensors will not be involved in interference, opposition or invalidity proceedings before U.S. or non-U.S. patent offices.

 

The degree of future protection for our proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage. For example:

 

·others may be able to develop a platform similar to, or better than, ours in a way that is not covered by the claims of our licensed or owned patents;
·others may be able to make compounds that are similar to our drug candidates but that are not covered by the claims of patents we have or are licensed to us;
·we might not have been the first to make the inventions covered by any pending patent applications which have been or may be filed;
·we might not have been the first to file patent applications for these inventions;
·others may independently develop similar or alternative technologies or duplicate any of our technologies;
·any patents that we obtain, or are licensed to us, may not provide us with any competitive advantages;
·we, or our licensors, may not develop additional proprietary technologies that are patentable; or
·the patents of others may have an adverse effect on our business.

 

Without patent protection on the composition of matter of our drug candidates, our ability to assert our patents to stop others from using or selling our drug candidates in a non-pharmaceutically acceptable formulation may be limited.

 

Due to the patent laws of a country, or the decisions of a patent examiner in a country, or our own filing strategies, we may not obtain patent coverage for all of our drug candidates or methods involving these candidates in the parent patent application. We plan to pursue and request our licensors to pursue divisional patent applications or continuation patent applications in the United States and other countries to obtain claim coverage for inventions which were disclosed but not claimed in the parent patent application.

 

 19 

 

 

We may also rely on trade secrets to protect our technology, especially where we do not believe patent protection is appropriate or feasible. However, trade secrets are difficult to protect. Although we use reasonable efforts to protect our trade secrets, our employees, consultants, contractors, outside scientific collaborators and other advisors may unintentionally or willfully disclose our information to competitors. Enforcing a claim that a third party illegally obtained and is using any of our trade secrets may be expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Moreover, our competitors may independently develop equivalent knowledge, methods and know-how.

 

Our commercial success will depend, in part, on our ability, and the ability of our licensors, to obtain and maintain patent protection. Our licensors’ failure to obtain and maintain patent protection for our products may have a material adverse effect on our business.

 

Pursuant to our license agreement with NIH and License Agreement and MOUs with the Hebrew University’s technology transfer office, we have obtained and may obtain rights to certain patents. For additional information regarding these license agreements, see “Business – Intellectual Property.” In the future, we may seek rights from third parties to other patents or patent applications. Our success will depend, in part, on our ability and the ability of our licensors to maintain and/or obtain and enforce patent protection for our proposed products and to preserve our trade secrets, and to operate without infringing upon the proprietary rights of third parties. Patent positions in the field of biotechnology and pharmaceuticals are generally highly uncertain and involve complex legal and scientific questions. We cannot be certain that we or our licensors were the first inventors of inventions covered by our licensed patents or that we or they were the first to file. Accordingly, the patents licensed to us may not be valid or afford us protection against competitors with similar technology. The failure to maintain and/or obtain patent protection on the technologies underlying our proposed products may have material adverse effects on our competitive position and business prospects.

 

We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights.

 

If we choose to go to court to stop another party from using the inventions claimed in any patents we may obtain, that individual or company has the right to ask the court to rule that such patents are invalid or should not be enforced against that third party. These lawsuits may be expensive and would consume time and resources and divert the attention of managerial and scientific personnel even if we were successful in stopping the infringement of such patents. In addition, there is a risk that the court will decide that such patents are not valid and that we do not have the right to stop the other party from using the inventions. There is also the risk that, even if the validity of such patents is upheld, the court will refuse to stop the other party on the ground that such other party’s activities do not infringe our rights to such patents. In addition, the U.S. Supreme Court has recently modified some tests used by the U.S. Patent and Trademark Office, or USPTO, in granting patents over the past 20 years, which may decrease the likelihood that we will be able to obtain patents and increase the likelihood of challenge of any patents we obtain or license.

 

We may infringe the intellectual property rights of others, which may prevent or delay our drug development efforts and stop us from commercializing or increase the costs of commercializing our drug candidates.

 

Our success will depend in part on our ability to operate without infringing the proprietary rights of third parties. We cannot guarantee that our drug candidates, or manufacture or use of our drug candidates, will not infringe third-party patents. Furthermore, a third party may claim that we or our manufacturing or commercialization collaborators are using inventions covered by the third party’s patent rights and may go to court to stop us from engaging in our normal operations and activities, including making or selling our drug candidates. These lawsuits are costly and could affect our results of operations and divert the attention of managerial and scientific personnel. There is a risk that a court would decide that we or our commercialization collaborators are infringing the third party’s patents and would order us or our collaborators to stop the activities covered by the patents. In that event, we or our commercialization collaborators may not have a viable way around the patent and may need to halt commercialization of the relevant product. In addition, there is a risk that a court will order us or our collaborators to pay the other party damages for having violated the other party’s patents. In the future, we may agree to indemnify our commercial collaborators against certain intellectual property infringement claims brought by third parties. The pharmaceutical and biotechnology industries have produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents cover various types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. If we are sued for patent infringement, we would need to demonstrate that our products or methods either do not infringe the patent claims of the relevant patent or that the patent claims are invalid, and we may not be able to do this. Proving invalidity is difficult. For example, in the United States, proving invalidity requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents. Even if we are successful in these proceedings, we may incur substantial costs and divert management’s time and attention in pursuing these proceedings, which could have a material adverse effect on us. If we are unable to avoid infringing the patent rights of others, we may be required to seek a license, which may not be available, defend an infringement action or challenge the validity of the patents in court. Patent litigation is costly and time consuming. We may not have sufficient resources to bring these actions to a successful conclusion. In addition, if we do not obtain a license, develop or obtain non-infringing technology, fail to defend an infringement action successfully or have infringed patents declared invalid, we may incur substantial monetary damages, encounter significant delays in bringing our drug candidates to market and be precluded from manufacturing or selling our drug candidates.

 

 20 

 

 

We cannot be certain that others have not filed patent applications for technology covered by pending applications subject to our license agreements, or that we were the first to invent the technology, because:

 

·some patent applications in the United States may be maintained in secrecy until the patents are issued;
·patent applications in the United States are typically not published until 18 months after the priority date; and
·publications in the scientific literature often lag behind actual discoveries.

 

Our competitors may have filed, and may in the future file, patent applications covering technology similar to ours. Any such patent application may have priority over our patent applications, which could further require us to obtain rights to issued patents covering such technologies. If another party has filed a U.S. patent application on inventions similar to ours, we may have to participate in an interference proceeding declared by the USPTO to determine priority of invention in the United States. The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful if, unbeknownst to us, the other party had independently arrived at the same or similar invention prior to our own invention, resulting in a loss of our U.S. patent position with respect to such inventions. Other countries have similar laws that permit secrecy of patent applications, and may be entitled to priority over our applications in such jurisdictions.

 

Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations.

 

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

 

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications will be due to be paid to the USPTO and various governmental patent agencies outside of the United States in several stages over the lifetime of the patents and/or applications. Currently, we rely upon our licensors to fund the payments under our license agreements. We are required to reimburse our licensors for these fees. The USPTO and various non-U.S. governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. However, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors might be able to enter the market and this circumstance would have a material adverse effect on our business.

 

Risks Associated with Our Securities

 

Our executive officers, directors and principal stockholders have the ability to control all matters submitted to stockholders for approval.

 

Our executive officers, directors and stockholders who own more than 5% of our outstanding shares of common stock, beneficially own shares, in the aggregate, representing approximately 59% of our currently outstanding shares of common stock. As a result, if these stockholders were to choose to act together, they would be able to control all matters submitted to our stockholders for approval, as well as our management and affairs. For example, these persons, if they choose to act collectively, would control the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of our company on terms that other stockholders may desire.

 

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful stockholder claims against us and may reduce the amount of money available to us.

 

As permitted by Section 102(b)(7) of the Delaware General Corporation Law, our certificate of incorporation limits the liability of our directors to the fullest extent permitted by law. In addition, as permitted by Section 145 of the Delaware General Corporation Law, our certificate of incorporation and By-Laws provide that we shall indemnify, to the fullest extent authorized by the Delaware General Corporation Law, each person who is involved in any litigation or other proceeding because such person is or was a director or officer of our company or is or was serving as an officer or director of another entity at our request, against all expense, loss or liability reasonably incurred or suffered in connection therewith. Our certificate of incorporation provides that the right to indemnification includes the right to be paid expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that such advance payment will only be made upon delivery to us of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director is not entitled to indemnification.

 

Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

 

 21 

 

 

The above limitations on liability and our indemnification obligations limit the personal liability of our directors and officers for monetary damages for breach of their fiduciary duty as directors by shifting the burden of such losses and expenses to us. Certain liabilities or expenses covered by our indemnification obligations may not be covered by such insurance or the coverage limitation amounts may be exceeded. As a result, we may need to use a significant amount of our funds to satisfy our indemnification obligations, which could severely harm our business and financial condition and limit the funds available to stockholders who may choose to bring a claim against our company.

 

Our stock price may be volatile, and purchasers of our securities could incur substantial losses.

 

Our stock price is likely to be volatile. The stock market in general, and the market for new drug companies, in particular, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their securities at or above the initial public offering price. The market price for our securities may be influenced by many factors, including the following:

 

our ability to successfully commercialize, and realize revenues from sales of, any products we may develop;

 

the performance, safety and side effects of any drug candidates we may develop;

 

the success of competitive products or technologies;

 

results of clinical studies of any drug candidates we may develop or those of our competitors;

 

regulatory or legal developments in the U.S. and other countries, especially changes in laws or regulations applicable to any products we may develop;

 

introductions and announcements of new products by us, our commercialization partners, or our competitors, and the timing of these introductions or announcements;

 

actions taken by regulatory agencies with respect to our drug candidates, clinical studies, manufacturing process or sales and marketing terms;

 

variations in our financial results or those of companies that are perceived to be similar to us;

 

the success of our efforts to acquire or in-license additional products or other products we may develop;

 

announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

 

developments or disputes concerning patents or other proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our products;

 

our ability or inability to raise additional capital and the terms on which we raise it;

 

the recruitment or departure of key personnel;

 

changes in the structure of healthcare payment systems;

 

market conditions in the pharmaceutical and biotechnology sectors;

 

actual actual or anticipated changes in earnings estimates or changes in stock market analyst recommendations regarding our securities, other comparable companies or our industry generally;

 

trading volume of our securities;

 

sales of our securities by us or our securityholders;

 

general economic, industry and market conditions; and

 

the other risks described in this “Risk Factors” section.

 

These broad market and industry factors may seriously harm the market price of our securities, regardless of our operating performance. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and prospects.

 

 22 

 

 

Our outstanding warrants may have an adverse effect on the market price of our common stock.

 

In connection with this offering, we will be issuing warrants to purchase up to _____ shares of our common stock. The sale, or even the possibility of sale, of the warrants or the shares underlying the warrants could have an adverse effect on the market price for our securities or on our ability to obtain future public financing. If and to the extent our warrants, or any additional warrants we issue, are exercised, you may experience dilution to your holdings.

 

We do not intend to pay dividends on our common stock.

 

We have not paid any cash dividends on our shares of common stock to date. The payment of cash dividends on our common stock in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will be within the discretion of our board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends on our common stock in the foreseeable future. As a result, any gain you will realize on our common stock (including common stock obtained upon exercise of our warrants) will result solely from the appreciation of such shares.

 

You will experience immediate and substantial dilution.

 

The difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to the investors in this offering. Our initial stockholders acquired their securities prior to this offering at substantially less than investors are paying in this offering, significantly contributing to this dilution. Upon consummation of this offering, assuming all of the units offered hereby are sold, investors in the units, which includes one share of common stock valued at $____ per share, will incur an immediate and substantial dilution of approximately ____% or $____ per share (the difference between the pro forma net tangible book value per share $____, and the initial offering price of $____ per unit). This is because investors in this offering will be contributing approximately ____% of the total amount paid to us for our outstanding securities after this offering but will only own ____% of our outstanding securities. Accordingly, the per-share purchase price investors will be paying substantially exceeds our per share net tangible book value.

 

The determination for the offering price of the units is more arbitrary compared with the pricing of securities for an established operating company.

 

Prior to this offering, there has been no public market for our units, shares of common stock or warrants. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. Factors considered in determining the prices and terms of the securities offered hereby include:

 

the history and prospects of companies similar to our company;

 

prior offerings of those companies;

 

our prospects;

 

our capital structure;

 

an assessment of our management;

 

general conditions of the securities markets at the time of the offering; and

 

other factors as were deemed relevant.

 

However, although these factors were considered, the determination of the offering price is more arbitrary than the pricing of securities for an established operating company.

 

Following this offering, the price of our securities may vary significantly due to general market or economic conditions as well as other factors. Furthermore, an active trading market for the securities may never develop or, if developed, may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

 

 23 

 

 

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, which was enacted in April 2012. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.0 billion, (3) the date on which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th, and (4) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may suffer or be more volatile.

 

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board, or PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of an initial public offering; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission.

 

We will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

 

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the other rules and regulations of the Securities and Exchange Commission, or SEC, and the rules and regulations of Nasdaq. The expenses that will be required in order to adequately prepare for being a public company will be material, and compliance with the various reporting and other requirements applicable to public companies will require considerable time and attention of management. For example, the Sarbanes-Oxley Act and the rules of the SEC and national securities exchanges have imposed various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. These rules and regulations will continue to increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits on coverage or incur substantial costs to maintain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, our board committees, or as executive officers.

 

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, beginning as early as our annual report on Form 10-K for the fiscal year ended December 31, 2020. In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting beginning with our annual report on Form 10-K following the date on which we are no longer an emerging growth company. Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group, and as our business expands we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

 

 24 

 

 

If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the New York Stock Exchange, or NYSE, the SEC or other regulatory authorities, which would require additional financial and management resources.

 

Our ability to successfully implement our business plan and comply with Section 404 requires us to be able to prepare timely and accurate financial statements. We expect that we will need to continue to improve existing, and implement new operational and financial systems, procedures and controls to manage our business effectively. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our auditors as required under Section 404 of the Sarbanes-Oxley Act. This, in turn, could have an adverse impact on trading prices for our common stock, and could adversely affect our ability to access the capital markets.

 

Sales of our Series A Units in the primary offering will be taking place concurrently with the registration of common stock by selling stockholders which might affect the price, demand, and liquidity of our Series A Units.

 

We are registering shares of common stock of certain security holders concurrently with the primary offering of an aggregate amount up to ________shares of our common stock. Sales by these selling stockholders may reduce the price of our Series A Units, demand for the Series A Units sold in the offering and, as a result, the liquidity of your investment.

 

An active trading market may not develop for our securities, and you may not be able to sell your shares at or above the initial public offering price.

 

There is no established trading market for our securities, and the market for our securities may be highly volatile or may decline regardless of our operating performance. Prior to this offering, you could not buy or sell our securities publicly. An active public market for our securities may not develop or be sustained after this offering. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market in our securities or how liquid that market might become. If a market does not develop or is not sustained, it may be difficult for you to sell your shares at the time you wish to sell them, at a price that is attractive to you, or at all.

 

The initial public offering price per unit has been determined through negotiation between us and our underwriters, and may not be indicative of the market prices that prevail after this offering. You may not be able to sell your securities at or above the initial public offering price.

 

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our prices and trading volume could decline.

 

The trading market for our securities will depend, in part, on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price for our securities would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our security prices would likely decline. In addition, if our operating results fail to meet the forecast of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our securities could decrease, which might cause our security prices and trading volume to decline.

 

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

 

Although we currently intend to use the net proceeds from this offering in the manner described in the section entitled “Use of Proceeds,” we will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results of operations or enhance the value of our common stock. If we fail to apply these funds effectively it could result in financial losses that could have a material adverse effect on our business, cause the price of our securities to decline and delay the commercialization of any products we may develop. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

 

Provisions in our corporate charter documents and under Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management.

 

Provisions in our corporate charter and our Bylaws may discourage, delay or prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. Among others, these provisions include the following.

 

 25 

 

 

our board of directors is divided into three classes with staggered three-year terms which may delay or prevent a change of our management or a change in control;
our board of directors has the right to elect directors to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which will prevent stockholders from being able to fill vacancies on our board of directors;
our certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates; and
our board of directors is able to issue, without stockholder approval, shares of undesignated preferred stock, which makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.

 

These provisions may also frustrate or prevent any attempts by our stockholders to replace or remove our current management or members of our board of directors. In addition, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with an interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder, unless such transactions are approved by our board of directors. This provision could have the effect of delaying or preventing a change of control, whether or not it is desired by or beneficial to our stockholders. Further, other provisions of Delaware law may also discourage, delay or prevent someone from acquiring us or merging with us.

 

If we do not maintain a current and effective prospectus relating to the shares of common stock issuable upon exercise of our warrants, holders will be able to exercise such warrants only on a “cashless basis.”

 

If we do not maintain a current and effective prospectus relating to the shares of common stock issuable upon exercise of the warrants at the time that holders wish to exercise such warrants, they will be able to exercise them only on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933. As a result, the number of shares of common stock that holders will receive upon exercise of the warrants will be fewer than it would have been had such holder exercised his warrant for cash. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current and effective prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so. If we are unable to do so, the potential “upside” of the holder’s investment in our company may be reduced.

 

Our ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer shares of common stock upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash.

 

If we call our warrants for redemption after the redemption criteria described elsewhere in this prospectus have been satisfied, we will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” If we choose to require holders to exercise their warrants on a cashless basis, the number of shares of common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his warrant for cash. This will have the effect of reducing the potential “upside” of the holder’s investment in our company.

 

We may amend the terms of the warrants in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding warrants.

 

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer and Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. The warrant agreement requires the approval by the holders of a majority of the then outstanding warrants) in order to make any change that adversely affects the interests of the registered holders.

 

We may redeem the warrants at a time that is not beneficial to investors.

 

We may call our warrants for redemption at any time after the redemption criteria described elsewhere in this prospectus have been satisfied. If we call such warrants for redemption, holders may be forced to accept a nominal redemption price or sell or exercise the warrants when they may not wish to do so.

 

 26 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The statements contained in this prospectus that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about our:

 

  · limited operating history;

 

  · reliance on third parties for research;

 

  · results of operations;

 

  · ability to manage growth;

 

  · regulatory or operational risks;

 

  · success in retaining or recruiting, or changes required in, our officers, key employees or directors;

 

  · capital structure;

 

  · ability to obtain additional financing when and if needed; and

 

  · liquidity.

 

The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

 27 

 

 

Use of Proceeds

 

We estimate that the net proceeds of this offering will be $______, or approximately $______ if the underwriters exercise their option to purchase additional Series A Units in full, from the sale of our Series A Units offered by us in this offering based upon the initial public offering price of $_____ per Series A Unit, and after deducting the underwriting discount and estimated offering expenses payable by us.

 

The principal purposes of this offering are to obtain additional capital to support our operations, to create a public market for our securities and to facilitate our future access to the public capital markets. We will likely use the net proceeds of this offering for:

 

·Conducting pre-clinical and clinical development for our current and future drug candidates;

 

·Funding our existing and sponsoring new research programs;

 

·Prosecuting patent applications and protecting our intellectual property rights; and

 

·Working capital and general corporate purposes.

 

More specifically, we currently anticipate that an aggregate of approximately $____ and approximately $____ of the net proceeds of this offering will be used for the pre-clinical development and IND-enabling work for our proprietary CBD plus chloroprocaine combination drug candidate and MRI-1867, respectively, as well as pre-clinical testing for our other drug candidates.

 

We may also use a portion of the net proceeds of this offering to in-license, acquire or invest in complementary businesses, technologies, products or assets. However, we have no current commitments or obligations to do so. In addition, we may seek to repurchase our outstanding securities from time to time in market or private transactions. However, we have no current commitments or obligations to do so.

 

We believe that the net proceeds of this offering, together with our existing cash and cash equivalents, will allow us to operate for at least the next ______ months. The expected net proceeds from this offering, together with our existing cash and cash equivalents, will not be sufficient for us to fund any of our drug candidates through regulatory approval, and we will need to raise additional capital to complete the development and commercialization of our drug candidates. We expect to finance our cash needs primarily through equity offerings, including through the exercise of our Series A Warrants and Series B Warrants, and potentially through debt financings, collaborations, out-licenses and development agreements.

 

The expected use of net proceeds of this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, we will have significant flexibility in applying the net proceeds of this offering. The timing and amount of our actual expenditures will be based on many factors, including our ability to obtain additional financing, the progress, cost and results of our pre-clinical and clinical trials and other development efforts for our proprietary CBD plus chloroprocaine combination drug candidate, MRI-1867 and our other drug candidates and other factors described in “Risk Factors”, as well as the amount of cash we use in our operations.

 

Pending the use of the net proceeds described above, we intend to invest the net proceeds of this offering in short-term, interest-bearing, investment-grade securities.

 

 28 

 

 

Dilution

 

The difference between the offering price per unit in this offering and the pro forma net tangible book value per share after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities, by the total number of outstanding shares of common stock.

 

As of March 31, 2019, on an actual basis and a pro forma basis, our net tangible book value is as follows:

 

    Actual     Pro Forma (1)   Pro Forma As Adjusted (2)
Net book value   $ 640,878          
Net tangible book value     640,878                         
Total common shares outstanding     11,500,000            
Net tangible book value per common share   0.06            

 

(1) The “Pro Forma”  information gives effect to (i) net proceeds of approximately $859,855 from the exercise of 859,855 warrants in 2019 and (ii) the sale of _____ units, each comprised of one share of common stock and two Series A Warrants at a price of $____ per unit.

 

(2) The “Pro Forma As Adjusted” information gives effect to a sale of all the units by us in this offering.

 

After giving effect to the sale of the Series A Units in this offering, on a Pro Forma As Adjusted basis, our net tangible book value would be $____________, or $0. __ per common share, after deducting the underwriting discount and expenses of this offering totaling approximately $_______________. This represents an immediate increase in Pro Forma As Adjusted net tangible book value of $__ per share to our existing stockholders and an immediate dilution of $_____ per share to investors purchasing Series A Units in this offering.

 

The following table illustrates the dilution to new investors on a per-share basis, assuming no value is attributed to the Series A Warrants included in the Series A Units:

 

Offering price per Series A Unit       $  

Net tangible book value per share before this offering

  $      
Increase in Pro Forma net tangible book value per share attributable to investors purchasing Series A Units in this offering        
Pro Forma net tangible book value per share after this offering          
Dilution to new investors        

 

The following table sets forth information with respect to our existing stockholders and the new investors as follows:

 

   Shares Purchased   Total Consideration   Average
Price Per
Share
 
   Number   Percent   Amount   Percent     
Existing stockholders                    
New investors                            
Total        100%        100%     

 

 29 

 

 

Capitalization

 

The following table sets forth our capitalization as of March 31, 2019, on an actual basis, on a pro forma basis to give effect to the events described in footnote (1), below, and on a pro forma as adjusted basis to give effect to the events described in footnote (2), below.

 

           Pro Forma 
   Actual   Pro Forma (1)   As Adjusted (2) 
Stockholders’ equity:            
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued or outstanding  $   $   $ 
Common stock, $0.001 par value, 50,000,000 shares authorized, 11,500,000 shares issued and outstanding actual; ________ shares issued and outstanding Pro Forma; ______ shares issued and outstanding, Pro Forma As Adjusted   11,500           
Additional paid-in capital   2,077,401           
Accumulated deficit   (1,441,152          
Accumulated other comprehensive loss   (6,871                                     
Total stockholders' equity (deficit)   640,878            
Total capitalization  $640,878           

 

(1) The “Pro Forma”  information gives effect to (i) net proceeds of approximately $859,855 from the exercise of 859,855 warrants in 2019 and (ii) the sale of _____ units, each unit comprised of one share of common stock and two Series A Warrants at a price of $____ per unit.

 

(2) The “Pro Forma As Adjusted” information gives effect to the sale of all of the units by us in the offering.

 

 30 

 

 

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

 

The following discussion and analysis of our consolidated financial condition and results of operations should be read together with our consolidated financial statements and related notes appearing elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements involving risks and uncertainties and should be read together with the "Risk Factors" section of this prospectus for a discussion of important factors which could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations.

 

We are a biotechnology company focused on developing novel therapeutics targeting the endocannabinoid system. This system is critical for maintaining overall human health by modulating key functions within the body, including those relating to the immune, metabolic and nervous systems.

 

The endocannabinoid system is comprised of chemical compounds, or cannabinoids, that interact with cannabinoid receptors which are located throughout the body. Endogenously-produced cannabinoids are known as endocannabinoids. Cannabinoids can also be derived from the cannabis plant or can be synthetically produced. The most well-known and researched plant-derived and synthetically-produced cannabinoids are CBD and THC.

 

We intend to pursue FDA approval, as well as other U.S. and non-U.S. regulatory approvals, for our proprietary drug candidates. We believe that the rigorous safety and efficacy testing required to obtain FDA approval will distinguish our drugs from the proliferation of commoditized cannabinoid products in the marketplace. FDA approval will also allow us to legally market our drugs with claims of therapeutic benefit for specific diseases and indications which cannot be done with non-FDA approved products. Finally, obtaining approval will allow us to overcome the legal obstacles that exist under state and federal laws to the marketing, selling and transportation of cannabinoids and cannabinoid associated products. By pursuing this strategy, we hope to gain a competitive advantage over non-approved products and encourage healthcare providers to prescribe our products for the diseases and indications for which our products are intended at higher prices when compared to non-approved products.

 

Our products will utilize synthetically produced cannabinoids as opposed to plant based compounds. We believe this will enable us to have better quality control and consistency for our products and eliminate the inherent risks associated with plant production. We hope to also gain a competitive advantage in this regard.

 

We have devoted substantially all of our resources to our development efforts relating to our drug candidates, including sponsoring research with world-renowned academic and medical research institutions, designing future pre-clinical studies, providing general and administrative support for these operations and securing and protecting our licensed intellectual property. We do not have any products approved for sale and have not generated any revenue from product sales. From inception (April 18, 2017) until March 31, 2019, we have funded our operations primarily through the private placement of common stock and warrants.

 

We have incurred net losses in each year since our inception. As of March 31, 2019, we had an accumulated deficit of $1,441,152. Substantially all of our net losses resulted from costs incurred in connection with our research and development programs and from general and administrative costs associated with our operations.

 

We expect to continue to incur significant expenses and increasing operating losses for at least the next several years. We anticipate that all our expenses will increase substantially as we:

 

·continue our research and development efforts;
·contract with third-party research organizations to management our pre-clinical and clinical trials for our drug candidates;
·outsource the manufacturing of our drug candidates for pre-clinical testing and clinical trials;
·seek to obtain regulatory approvals for our drug candidates;
·maintain, expand and protect our intellectual property portfolio;
·add operational, financial and management information systems and personnel to support our research and development and regulatory efforts; and
·operate as a public company.

 

 31 

 

 

We do not expect to generate revenue from product sales unless and until we successfully complete development and obtain marketing approval for one or more of our drug candidates, which we expect will take a number of years and is subject to significant uncertainty. Accordingly, we anticipate that we will need to raise additional capital prior to the commercialization any of our current or future drug candidates. Until such time, if ever, as we can generate substantial revenue from product sales, we expect to finance our operating activities through a combination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements as and when needed would have a negative impact on our financial condition and our ability to develop our drug candidates.

 

Critical Accounting Policies and Estimates

 

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which we have prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

 

Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements appearing elsewhere in this prospectus. We believe that the accounting policies are critical for fully understanding and evaluating our financial condition and results of operations.

  

Net Loss Per Share

 

Basic net loss per common share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as dilutive net loss per share as the inclusion of all potential dilutive common shares which consist of stock options and warrants, would be anti-dilutive.

 

JOBS Act

 

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of an initial public offering; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission.

 

Financial Overview

 

Three Months Ended March 31, 2019 versus Three Months Ended March 31, 2018

 

The following table summarizes our results of operations for the quarters ended March 31, 2019 and March 31, 2018:

 

   Three Months Ended
March 31
 
   2019   2018 
Operating Expenses:         
General and Administrative  $  393,010   $  89,988 
Research and Development   98,644    32,500 
Loss from Operations   (491,654)   (122,488
Net Loss   (491,654   (122,488)

 

Our net losses were $491,654 and $122,488 for the quarters ended March 31, 2019 and March 31, 2018, respectively.

  

 32 

 

 

Revenue

 

We did not generate any revenue in either quarter. Our ability to generate product revenues in the future will depend almost entirely on our ability to successfully develop, obtain regulatory approval for and then successfully commercialize one or more drug candidates in the United States.

 

Operating Expenses

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of costs related to our Management Services Agreements, or MSAs. Other significant general and administrative expenses include, accounting and legal services, expenses associated with obtaining and maintaining patents and the expenses related to the issuance of stock options to certain of our advisory board members. We incurred general and administrative expenses in the quarters ended March 31, 2019 and March 31, 2018 of $393,010 and $89,988, respectively. We attribute this increase to the additional costs we incur to operate our business as the level of our business activities increase and incur additional general and administrative expenses to meet the needs of our business.

 

Research and Development Expenses

 

We recognize research and development expenses as they are incurred. Our research and development expenses consist of fees incurred under our agreements with Hebrew University and the NIH, including the expenses associated with warrants issued in connection with the agreements with Hebrew University. For the quarters ended March 31, 2019 and March 31, 2018, we incurred research and development expenses of $98,644 and $32,500, respectively. These expenses increased as the amount of our research activities increased. We plan to increase our research and development expenses for the foreseeable future as we continue the development of our drug candidates and other indications and to further advance the development of other potential drug candidates, subject to the availability of additional funding.

 

Fiscal Year Ended December 31, 2018 Versus the Period April 18, 2017 (Inception) Through December 31, 2017

 

The following table summarizes our results of operation for the fiscal year ended December 31, 2018 and for the period from April 18, 2017 (inception) through December 31, 2017:

 

   Year Ended
December 31, 2018
   Period from
April 18, 2017 (Inception)
to December 31, 2017
 
Operating Expenses:          
General and Administrative   $408,425    $131,695 
Research and Development   277,539    131,839 
Loss from Operations   (685,964)   (263,534)
Net Loss   (685,964)   (263,534)

 

Our net losses were $685,964 and $263,534 for the fiscal year ended December 31, 2018 and the period from April 18, 2017 (inception) through December 31, 2017, respectively. We anticipate our fiscal year net losses will increase as we continue to advance our research and drug development activities and incur additional general and administrative expenses to meet the needs of our business.

  

 33 

 

 

Revenue

 

We did not have any revenue during the period from April 18, 2017 (inception) through December 31, 2018. Our ability to generate product revenues in the future will depend almost entirely on our ability to successfully develop, obtain regulatory approval for and then successfully commercialize a drug candidate in the United States. In the event we choose to pursue a partnering arrangement to commercialize a drug candidate or other products outside the United States, we would expect to initiate additional research and development in the future.

 

Operating Expenses

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of costs related to our Management Services Agreements, or MSAs. Other significant general and administrative expenses include, accounting and legal services, expenses associated with obtaining and maintaining patents and the expenses related to the issuance of stock options to certain of our advisory board members. For the fiscal year ended December 31, 2018 and for the period April 18, 2017 (inception) through December 31, 2017, we incurred $408,425 and $131,695 of general and administrative expenses, respectively.

 

We expect that our general and administrative expenses will increase due to the further development of our drug candidates. We believe that these increases will likely include increased costs for director and officer liability insurance, costs related to the hiring of additional personnel and increased fees for outside consultants, lawyers and accountants. We also expect to incur increased costs to comply with corporate governance, internal controls and similar requirements applicable to public companies.

 

Research and Development and Expenses

 

Since our inception, we have focused our resources on our research and development activities. We recognize research and development expenses as they are incurred. Our research and development expenses consist of fees paid under our agreements with Hebrew University and the NIH, including the expenses associated with warrants issued in connection with the agreements with Hebrew University. For the fiscal year ended December 31, 2018 and for the period from April 18, 2017 (inception) through December 31, 2017, we incurred $277,539 and $131,839 in research and development expenses, respectively. We plan to increase our research and development expenses for the foreseeable future as we continue the development of our drug candidates and other indications and to further advance the development of other potential drug candidates, subject to the availability of additional funding.

 

Liquidity and Capital Resources

 

We have incurred losses since our inception and, as of March 31, 2019, we had an accumulated deficit of $1,441,152. We anticipate that we will continue to incur losses for at least the next several years. We expect that our research and development and general and administrative expenses will continue to increase and, as a result, we will need additional capital to fund our operations, which we may seek to obtain through a combination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements.

 

Since April 18, 2017 (inception) through March 31, 2019, we have funded our operations principally with approximately $2,000,000 from the sale of common stock and units comprised of common stock and warrants. As of March 31, 2019, we had cash of $546,483 and have recorded deferred offering costs of $231,959 in connection with this offering.

 

 34 

 

 

Future Funding Requirements

 

We have not generated any revenue. We do not know when, or if, we will generate any revenue from product sales. We do not expect to generate significant revenue from product sales unless and until we obtain regulatory approval of and commercialize any of our drug candidates. At the same time, we expect our expenses to increase in connection with our ongoing development activities, particularly as we continue to research, develop, and seek regulatory approval for, our drug candidates. We expect to incur additional costs associated with operating as a public company. In addition, subject to obtaining regulatory approval of any of our drug candidates, we expect to incur significant commercialization expenses for product sales, marketing, manufacturing and distribution. We anticipate that we will need substantial additional funding in connection with our continuing operations.

 

Based upon our current operating plan, until we raise the funds we are seeking under this offering, we may need to continue to raise capital through on-going private placements to fund our operating expenses. We anticipate the funds we raise in this offering, together with our existing cash and cash equivalents, will meet our capital needs through _______. Thereafter, we will need to obtain additional financing to fund future clinical trials for our drug candidates. Because of the numerous risks and uncertainties associated with the development and commercialization of our drug candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures necessary to complete the development of our initial drug candidates.

 

Our future capital requirements will depend on many factors, including:

 

·the progress, costs, results and timing of our drug candidates’ future pre-clinical studies and future clinical trials, and the clinical development of our drug candidates for other potential indications beyond their initial target indications;
·the willingness of the FDA and the EMA to accept our future drug candidate clinical trials, as well as our other completed and planned clinical and pre-clinical studies and other work, as the basis for review and approval of our drug candidates;
·the outcome, costs and timing of seeking and obtaining FDA, EMA and any other regulatory approvals;
·the number and characteristics of drug candidates that we pursue, including our drug candidates in future pre-clinical development;
·the ability of our drug candidates to progress through clinical development successfully;
·our need to expand our research and development activities;
·the costs associated with securing and establishing commercialization and manufacturing capabilities;
·the costs of acquiring, licensing or investing in businesses, products, drug candidates and technologies;
·our ability to maintain, expand and defend the scope of our licensed intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights;
·need and ability to hire additional management our and scientific and medical personnel;
·the effect of competing technological and market developments;
·our need to implement additional internal systems and infrastructure, including financial and reporting systems; and
·the economic and other terms, timing and success of any collaboration, licensing or other arrangements into which we may enter in the future.

 

Until such time, if ever, as we can generate substantial revenue from product sales, we expect to finance our cash needs through a combination of equity offerings, debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt and equity securities, the ownership interests of our common stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through government or other third-party funding, marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or drug candidates or to grant licenses on terms that may not be favorable to us.

 

Off-Balance Sheet Arrangements

 

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements as defined under Securities and Exchange Commission rules.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance of ASU 2016-02 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that reporting period, and for all other entities, including EGCs, the amendments arc effective for fiscal years beginning after December 15, 2019, and interim periods within that reporting period. Earlier adoption is permitted for all entities as of the beginning of an interim period for which financial statements have not been issued or have not been made available for issuance. The Company is currently evaluating the impact the adoption of the new standard will have on its consolidated financial statements and disclosures.

 

 35 

 

 

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. This update provides guidance on how to record eight specific cash flow issues. This guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, including EGCs, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019 Early adoption is permitted and a retrospective transition method to each period should be presented. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, including EGCs, the amendments arc effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASC 2017-01”), which amends the guidance of FASB ASC Topic 805, Business Combinations (ASC 805) adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The objective of ASU 2017-01 is to narrow the definition of what qualifies as a business under Topic 805 and to provide guidance for streamlining the analysis required to assess whether a transaction involves the acquisition (disposal) of a business. ASU 2017-01 provides a screen to assess when a set of assets and processes do not qualify as a business under Topic 805, reducing the number of transactions that need to be considered as possible business acquisitions. ASU 2017-01 also narrows the definition of output under Topic 805 to make it consistent with the description of outputs under Topic 606. Public business entities should apply the amendments in this ASU to annual periods beginning after December 15, 2017, including interim periods within those periods. All other entities, including EGCs, should apply the amendments to annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company’s adoption of ASU 2017-01 on January 1, 2019 did not have a material impact on the consolidated financial statements.

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. The amendments in Part I of this ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, including EGCs, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is evaluating the effect that ASU 2017-11 will have on its consolidated financial statements and related disclosures.

 

In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). The amendments in this ASU provide financial statement preparers with an option to reclassify stranded tax effects within Accumulated Other Comprehensive Income (“AOCI”) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. This amendment is effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

 

 36 

 

  

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in this ASU modify the disclosure requirements in Topic 820. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. For all entities, the amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

 

The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the consolidated financial statements as a result of future adoption.

 

Controls and Procedures

 

We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes- Oxley Act for the fiscal year ending December 31, 2020. As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal controls. 

 

Effect of Inflation and Changes in Prices

 

We do not believe that inflation and changes in prices will have a material effect on our operations. 

 

 37 

 

 

Business

 

Overview

 

We are a biotechnology company focused on developing novel therapeutics targeting the endocannabinoid system. This system is critical for maintaining overall human health by modulating key functions within the body, including those relating to the immune, metabolic and nervous systems.

 

The endocannabinoid system is comprised of chemical compounds, or cannabinoids, that interact with cannabinoid receptors which are located throughout the body. Endogenously-produced cannabinoids are known as endocannabinoids. Cannabinoids can also be derived from the cannabis plant or can be synthetically produced. The most well-known and researched plant-derived and synthetically-produced cannabinoids are CBD and THC.

 

We intend to pursue FDA approval, as well as other U.S. and non-U.S. regulatory approvals, for our proprietary drug candidates We believe that the rigorous safety and efficacy testing required to obtain FDA approval will distinguish our drugs from the proliferation of commoditized cannabinoid products in the marketplace. FDA approval will also allow us to legally market our drugs with claims of therapeutic benefit for specific diseases and indications which cannot be done with non-FDA approved products. Finally, obtaining approval will allow us to overcome the legal obstacles that exist under state and federal laws to the marketing, selling and transportation of cannabinoids and cannabinoid associated products. By pursuing this strategy, we hope to gain a competitive advantage over non-approved products and encourage healthcare providers to prescribe our drugs for the diseases and indications for which they are intended at higher prices when compared to non-approved products. To date, we have not submitted any IND applications to the FDA or initiated any clinical trials. Our primary activities have been sponsoring pre-clinical research and development activities with world-renowned academic and medical research institutions for our drug candidates, none of which have been approved by the FDA at this time.

 

Our products will utilize synthetically-produced cannabinoids as opposed to plant-derived compounds. We believe this will enable us to have better quality control and consistency for our products and eliminate the inherent risks associated with plant production. We hope to also gain a competitive advantage in this regard.

 

Our Strategic Relationships

 

We are advancing four cannabinoid programs in collaboration with top researchers at world-renowned academic and medical research institutions that are leaders in cannabinoid and cannabis research.

 

Hebrew University Programs

 

We are working with leading researchers at Hebrew University on three projects, which seek to identify novel cannabinoid-based therapeutics for development. These projects are being conducted pursuant to the MOUs between us and Yissum Research Development Company of the Hebrew University, which we refer to Yissum. Under these MOUs, we are responsible for funding the costs of prescribed research projects. This research is conducted under the auspices of a named researcher. We have the exclusive right to negotiate for licenses of the intellectual property resulting from this research, including any patents that are filed. To date, we have executed one license in connection with the proprietary CBD combinations with approved anesthetics discussed below.

 

Proprietary CBD-mediated, Opioid-sparing Anesthetics

 

In collaboration with Dr. Alexander Binshtok of Hebrew University, we are evaluating the CBD-mediated activation of nociceptive, transient receptor potential cation channels, or TRPV1 and TRPA1 channels, for painless pain-selective anesthesia. Dr. Binshtok is studying the effects of approved anesthetics in combination with CBD on sodium currents and action potential. The research will be carried out, under the Company’s sponsorship and supervision, by Dr. Binshtok and his team at Hebrew University.

 

In a previous study, Dr. Binshtok discovered that the injection of capsaicin, a TRPV1 and TRPA1 channel activator, in combination with QX-314, a lidocaine derivative, in-vivo effectively silenced pain and itch. Building upon these prior results, our sponsored research program with Dr. Binshtok has demonstrated in-vivo “proof of concept” feasibility in mice that CBD, a TRPV1 and TRPA1 channel activator, can be used as an alternative to capsaicin in combination with chloroprocaine, an approved anesthetic, resulting in painless selective long-term pain relief without paralytic, autonomic or neurotoxic side effects.

 

We are currently working with Dr. Binshtok to optimize potential treatment regimens, as well as to conduct safety and efficacy studies. We believe that our proprietary combinations of CBD with approved anesthetics may be eligible for the FDA’s 505(b)2 development pathway. This pathway was introduced to avoid duplication of studies already performed on drug compounds, in this case both CBD and the anesthetics, and would significantly reduce the future time and costs associated with clinical development. We plan to file an IND in the second half of 2020 to commence human clinical trials.

  

 38 

 

 

We believe our proprietary combinations of CBD with approved anesthetics would be applicable in multiple clinical settings including:

 

·opioid-sparing post-operative pain management
·nerve block anesthesia
·epidural anesthesia during childbirth (i.e., pain relief while retaining the ability to “push”)
·spinal anesthesia, particularly in patients susceptible to low blood pressure (e.g., the elderly)
·dental anesthesia
·inflammatory, cancer and neuropathic pain and itch

 

Each of these potential applications represents a significant market opportunity in the United States, as well as globally.

 

Additionally, we believe that opioid-sparing, pain-selective anesthetics may also reduce the need for the use of highly-addictive opioids in tandem with anesthetics or for general stand-alone pain management helping to address a growing opioid epidemic in the United States. According to the Center for Disease Control and Prevention, or CDC, there were nearly 30,000 overdose deaths related to opioids in 2017. The U.S. Federal Government budgeted approximately $4.6 billion for 2018 to combat the growing opioid epidemic. Given the growing health and economic impact of opioids, we believe an opioid-sparing anesthetic, such as those in our novel class of pain-selective anesthetics, would be well-received by the market and may be considered for an expedited review by the FDA.

 

Synthesis of Novel Cannabinoids

 

In collaboration with Dr. Dmitry Tsvelikhovsky of Hebrew University, we are pursuing two programs seeking to synthesize novel cannabinoids: cannabinoid-based dual-action compounds and novel chemical derivatives based upon the molecular structure of existing cannabinoids. Both of these programs are intended to provide us with a series of proprietary NCEs for evaluation as potential drug candidates.

 

Cannabinoid-based Dual-action Compounds

 

Our first program seeks to create new dual-action, cannabinoid-based hybrid NCEs which improve upon the efficacy, side effects or a combination of both compared to FDA-approved drugs and other promising drug candidates currently under development. Our initial strategy is to focus on indications that have been proven to be responsive to cannabinoids and cannabinoid therapeutics such as certain metabolic, autoimmune and inflammatory diseases. Once we have completed the synthesis portion of our program, we will contract with third-party CROs to perform in vitro receptor binding assays, which we anticipate commencing in the second half of 2019, to determine which indications these compounds may address. Based on the results of these receptor binding assays, we will decide which compounds to advance in vivo testing and which compounds would benefit from further chemical refinement. We are initially targeting the creation of approximately three new, proprietary compounds as part of this program.

 

Novel Chemical Derivatives of Existing Cannabinoids

 

Our second program seeks to create novel derivatives of two cannabinoids, CBG (which is a precursor to CBD and THC) and THCV, which we intend to evaluate for their potential therapeutic benefits. We are initially targeting the creation of approximately four and ten new proprietary CBG and THCV compounds, respectively, as part of this program.

 

CBG is a non-psychoactive cannabinoid found in cannabis that is believed to boost anandamide, a naturally occurring endocannabinoid that increases dopamine levels and is responsible for regulating various bodily functions related to mood, sleep and appetite. In addition, CBG is also believed to be a possible inhibitor of the psychoactive effects of THC. CBG is believed to have potential benefits in the areas of pain relief, inflammatory bowel disease/colitis, anti-cancer and anti-bacterial activities, neurodegenerative diseases (e.g., Huntington’s disease), cachexia, depression, overactive bladder and various forms of epilepsy.

 

THCV is a psychoactive cannabinoid found in cannabis that shares a similar molecular structure to THC. Despite the structural similarities to THC, the psychoactive properties of THCV are more difficult to define. In low doses, THCV is believed to be an antagonist of the CB1 receptor. In high doses, however, THCV is believed to be an agonist of the CB1 receptor similar to THC. Unlike THC, which increases appetite, THCV has the opposite effect of suppressing appetite making it a popular research target for weight loss and diabetes drugs. Further, THCV is also believed to have anti-inflammatory, anti-anxiety and anti-seizure properties, as well as being effective at reducing tremors associated with central nervous system conditions such as amyotrophic lateral sclerosis, or ALS, Parkinson’s disease and Alzheimers.

 

That fact that CBG and THCV already demonstrate biological activity gives us reason to believe that their derivatives will also be biologically active. These derivatives may also demonstrate different biological activity than their respective parent compounds.

 

Once we complete the chemical design and synthesis of these derivative cannabinoid compounds, we intend to test them in in vitro receptor binding assays, which we plan on commencing in the second half of 2019, to determine the best potential indications for further development.

 

National Institutes of Health Program

 

We own an exclusive, worldwide license from the NIH to three patents covering a series of cannabinoid receptor mediating compounds developed by Dr. George Kunos, Scientific Director of the National Institute on Alcohol Abuse and Alcoholism of the NIH and leading researcher on endocannabinoids and the endocannabinoid system.

 

 39 

 

 

These novel dual-action cannabinoid receptor mediating compounds are proprietary NCEs that are CB1 receptor antagonists and inhibitors of inducible nitric oxide synthase, or iNOS. Over activation of CB1 and iNOS has been implicated in the pathophysiology of SSc, which includes fibrosis of the skin, lung, kidney, heart, and the gastrointestinal tract.

 

Our license enables us to use these cannabinoid receptor mediating compounds for the commercial development as a new therapeutic for the treatment of SSc and other skin fibrotic diseases.

 

Systemic Sclerosis

 

SSc is a chronic, systemic autoimmune disease characterized by activation of innate and adaptive immune systems, an obliterative, proliferative vasculopathy of small blood vessels, and fibrosis of the skin and multiple internal organs. Approximately 90,000 people in the United States and Europe have SSc. The disease affects mainly adults (80% of SSc patients are women) with mean age of onset about 46 years of age in the United States. Based on these patient population characteristics, SSc is classified as an orphan indication.

 

SSc can affect multiple internal organs in the body, including the lungs, heart, kidneys, joints, muscles, esophagus, stomach and intestines. Clinically apparent organ involvement that occurs in more than a third of these patients includes thickened skin, Raynaud’s phenomenon, esophageal symptoms, pulmonary fibrosis, restrictive lung disease, edematous skin, joint contractures, digital ulcers, and muscle weakness. Less frequently occurring, yet life-threatening manifestations include pulmonary artery hypertension (about 1 in 5 patients), cardiac conduction blocks (about 1 in 10 patients), and renal crisis (about 1 in 50 patients). In the United States, SSc is the most-deadly of the systemic autoimmune diseases. The median disease duration for an individual who dies of SSc is 7.1 years from the onset of symptoms. About 85% of deaths caused by SSc are the result of pulmonary fibrosis, pulmonary artery hypertension, or cardiovascular disease, such as sudden death.

 

Currently, there are no FDA-approved therapies specifically for SSc, although therapies have been approved for the pulmonary artery hypertension associated with this disease. Immunosuppressants with significant toxicities are commonly used to treat SSc, however, as far as we know, there is a general absence of clinical data to support their use.

 

We believe there is general agreement in the SSc community that an effective anti-inflammatory and anti-fibrotic drug would address a significant unmet medical need in SSc, especially a drug that is orally administered, can be used chronically with other commonly prescribed medications for SSc, and is not immunosuppressive. We believe such a therapy would be positively received by the market.

 

MRI-1867

 

We are developing the cannabinoid receptor mediating compound, MRI-1867, for the treatment of SSc. MRI-1867 is a rationally designed, orally available, dual-action, hybrid, small molecule that is an inverse agonist of the endocannabinoid system/CB1 receptor, or CB1, as well as an inhibitor of the iNOS system. To date, MRI-1867 has demonstrated numerous positive characteristics in pre-clinical animal model testing.

 

Specifically, NIH researchers demonstrated that MRI-1867 has druggable pharmacodynamic and pharmacokinetic properties, an acceptable safety and stability profile using non-GLP in vitro and in vivo animal testing. Further, in vivo testing conducted by the NIH (published in peer review journals) has, in relevant animal models, demonstrated successfully that, compared to a placebo, MRI-1867 has both slowed the progression of fibrosis and attenuated pre-existing fibrosis in two organs (liver and lungs) with highly potent and selective antagonism of both CB1 and iNOS. Importantly, in vivo animal studies have also demonstrated that MRI-1867 did not cross the blood brain barrier, eliminating the potential for adverse CNS side effects which can be present with other cannabinoids that bind to receptors in the brain. MRI-1867 has also exhibited sufficient bioavailability with oral delivery and supported once daily dosing.

 

Cooperative Research and Development Agreement

 

We have entered into a CRADA with NIH. A CRADA, which is authorized under U.S.C. § 3710a, allows a federal laboratory to undertake joint research and development activities with a non-federal party. Under the CRADA, we are advancing the research undertaken to date in connection with the potential therapeutic benefits of using MRI-1867 as a treatment for SSc. The research being conducted under the CRADA is being carried out by Dr. Kunos and his team at NIH. Preliminary in vivo studies demonstrated a reduction in pre-existing fibrosis as compared to placebo in the treatment of bleomycin-induced skin fibrosis. The Company is funding Dr. Kunos’ research over a two-year period under a proprietary research plan. The cost to the Company is approximately $240,000 for the two-year study.

 

Development Plan

 

Based on the published data for MRI-1867 in liver and lung fibrosis and the preliminary positive data in skin fibrosis generated under the CRADA, we intend to commence additional studies to support an IND submission to the FDA for MRI-1867. Prior to this submission, the Company plans to file a pre-IND meeting request with FDA to confirm that the planned chemistry, manufacturing, and controls, or CMC, and non-clinical tasks will support the initiation of a Phase 1 clinical trial. By doing so, we may receive feedback from the FDA that will enable us to modify the development plan for MRI-1867 early on, expediting the overall development process and avoiding a waste of resources. Additionally, given the significant unmet clinical need and lack of an FDA-approved treatment for SSc, we also plan to submit an orphan drug designation request for MRI-1867 for the treatment of SSc. We plan to file an IND for MRI-1867 in the first half of 2021 and initiating Phase 1 clinical studies during 2021.

 

 40 

 

 

Commercialization

 

Given our stage of development, we have not yet established a commercial organization or distribution capabilities. We may build our own commercial infrastructure or utilize contract reimbursement specialists, sales people, medical education specialists, distribution or other collaboration arrangements and take other steps to establish the necessary commercial infrastructure at such time as we believe that one of our drug candidates is approaching marketing approval.

 

Competition

 

Our industry is characterized by rapidly advancing technologies, intense competition and a strong emphasis on proprietary products. We face potential competition from many different sources, such as pharmaceutical companies, including generic drug companies, biotechnology companies, drug delivery companies and academic and research institutions. Many of our potential competitors have substantially greater financial, scientific, technical, intellectual property, regulatory and human resources than we do, and greater experience than we do commercializing products and developing drug candidates, including obtaining FDA and other regulatory approvals for drug candidates. Consequently, our competitors may develop products for indications we pursue that are more effective, better tolerated, more widely-prescribed or accepted, more useful and less costly, and they may also be more successful in manufacturing and marketing their products. We also face competition from third parties in recruiting and retaining qualified personnel, establishing clinical trial sites and enrolling patients for clinical trials and in identifying and acquiring or in-licensing new products and drug candidates.

 

Intellectual Property

 

The proprietary nature of, and protection for, our drug candidates and our discovery programs, processes and know-how are important to our business. We need to rely upon our licensors to obtain patent protection in the United States and internationally for our drug candidates and our discovery programs, and any other inventions to which we have rights under our license agreements, where available and when appropriate. To the extent we will be able to do so, our policy will be to work with our licensors to pursue, maintain our licensed patents and defend patent rights and to protect the technology, inventions and improvements that are commercially important to the development of our business. We will also rely on trade secrets that may be important to the development of our business.

 

Our commercial success will depend in part on obtaining and maintaining patent protection by collaborating with our licensors and trade secret protection of our current and future drug candidates and the methods used to develop and manufacture them, as well as successfully defending any patents against third-party challenges. Our ability to stop third parties from making, using, selling, offering to sell or importing our products depends on the extent to which we have rights under valid and enforceable patents or trade secrets that cover these activities. We cannot be sure that patents will be granted with respect to any of pending patent applications our licensors file or with respect to any patent applications our licensors file in the future, nor can we be sure that any existing patents or any patents that may be granted in the future upon which we rely will be commercially useful in protecting our drug candidates, discovery programs and processes. For this and more comprehensive risks related to our licensed intellectual property, please see “Risk Factors — Risks Relating to our Licensed Intellectual Property.”

 

Intellectual Property Licenses

 

Through our wholly-owned subsidiary, Vital Spark, Inc. or VSI, we own a license from the NIH, pursuant to which we have an exclusive, worldwide rights with respect to three patents related to cannabinoid receptor mediating compounds for use in connection with SSc. We are required under the license agreement to use reasonable commercial efforts to bring the licensed products and licensed processes to practical application, which includes adhering to an agreed upon commercial development plan and meeting certain performance benchmarks. Upon execution of the license agreement, we paid a license fee and reimbursed certain patent fees and expenses in an aggregate amount of approximately $120,000. In addition, we are required to pay to NIH minimum annual royalties, such minimum amount being $25,000 per year, which are credited against any earned royalties on product sales, such royalty rate being less than 5% of product sales. We are also obligated to pay royalties in connection with the achievement of certain prescribed milestones tied to clinical development and market approvals in prescribed countries. Such milestone payments total approximately $2,100,000 in the aggregate. We are responsible for funding the patent prosecution costs NIH incurs for the patents licensed to us. We have the right to surrender the license in any country for which we determine not to fund patent prosecution costs.

 

We have a license agreement with Yissum to the patent and associated research results relating to the CBD combinations with approved anesthetics resulting from our sponsored research with Dr. Binshtok. Under this license agreement, we have agreed to pay milestone payments upon achievement of certain clinical development and product approval milestones. The first of these payments is due upon dosing of the first patient in the first in-human clinical trial. The second becomes due upon the dosing of the first patient in a pivotal PhaseIIb/Phase III trial. The last three payments are tied to marketing approvals in the United States and in other countries. These milestone payments total approximately $1,225,000 in the aggregate. We will also pay percentage royalties tied to sales of any drug product that may arise in the future based upon the licensed patent. Such percentage royalty rate is less than 5% of product sales. This license is worldwide subject, however, to our funding patent prosecutions on a country by country basis. We have agreed, at a minimum, to fund patent prosecutions in the United States, Canada, Japan, China, India, the United Kingdom, Germany and France. We also have an exclusive option to license rights resulting from the research results that Dr. Dmitry Tsvelikhovsky is generating for our benefit under our MOU with Yissum.

 

Manufacturing

 

We do not own or operate, and currently have no plans to establish, any manufacturing facilities for final manufacture. We intend to rely, on third parties for the manufacture of our drug candidates for future pre-clinical and clinical testing, as well as for commercial manufacture of any products that we may commercialize.

 

For our future drug candidates, we aim to identify and qualify manufacturers and researchers to provide the application program interface, or API, and fill-and-finish services prior to submission of an NDA to the FDA. We expect to continue to fund the development of drug candidates that can be produced cost-effectively at contract manufacturing facilities.

 

 41 

 

 

Marketing

 

Given our stage of development, we have not yet established marketing capabilities. We may perform marketing functions ourselves or through third parties, or may take other steps to establish the necessary marketing infrastructure if any of our drug candidates are approved.

 

Government Regulation and Product Approval

 

Governmental authorities in the United States, at the federal, state and local level, and other countries extensively regulate, among other things, the research, development, testing, manufacture, labeling, packaging, promotion, storage, advertising, distribution, marketing and export and import of products such as those we are developing. Our drug candidates must be approved by the FDA through the NDA, process before they may be legally marketed in the United States and by the European Medical Associate, or EMA, through the Marketing Authorization Application, or MAA, process before they may be legally marketed in Europe. Our drug candidates will be subject to similar requirements in other countries prior to marketing in those countries. The process of obtaining regulatory approvals and the subsequent compliance with applicable federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources.

 

Regulation of Cannabis and Cannabinoids

 

DEA Regulation

 

Cannabis, cannabis extracts and some cannabinoids are regulated as “controlled substances” as defined in the CSA, which establishes registration, security, recordkeeping, reporting, storage, distribution and other requirements administered by the DEA. The DEA is concerned with the control of handlers of controlled substances, and with the equipment and raw materials used in their manufacture and packaging, in order to prevent loss and diversion into illicit channels of commerce.

 

The DEA regulates controlled substances as Schedule I, II, III, IV or V substances. Schedule I substances by definition have no established medicinal use, and may not be marketed or sold in the United States. A pharmaceutical product may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest risk of abuse and Schedule V substances the lowest relative risk of abuse among such substances. Cannabis, cannabis extracts and some cannabinoids are listed by the DEA as Schedule I controlled substances under the CSA. Consequently, their manufacture, shipment, storage, sale and use are subject to a high degree of regulation. Annual registration is required for any facility that manufactures, distributes, dispenses, imports or exports any controlled substance. The registration is specific to the particular location, activity and controlled substance schedule. For example, separate registrations are needed for import and manufacturing, and each registration will specify which schedules of controlled substances are authorized.

 

The DEA typically inspects a facility to review its security measures prior to issuing a registration. Security requirements vary by controlled substance schedule, with the most stringent requirements applying to Schedule I and Schedule II substances. Required security measures include background checks on employees and physical control of inventory through measures such as cages, surveillance cameras and inventory reconciliations. The registered entity must maintain records for the handling of all controlled substances, and must make periodic reports to the DEA. These include, for example, distribution reports for Schedule I and II controlled substances, Schedule III substances that are narcotics, and other designated substances. The registered entity must also report thefts or losses of any controlled substance, and obtain authorization to destroy any controlled substance. In addition, special authorization and notification requirements apply to imports and exports.

 

In addition, a DEA quota system controls and limits the availability and production of controlled substances in Schedule I or II. Distributions of any Schedule I or II controlled substance must also be accompanied by special order forms, with copies provided to the DEA. The DEA may adjust aggregate production quotas and individual production and procurement quotas from time to time during the year, although the DEA has substantial discretion in whether or not to make such adjustments. To meet its responsibilities, the DEA conducts periodic inspections of registered establishments that handle controlled substances. In the event of non-compliance, the DEA may seek civil penalties, refuse to renew necessary registrations, or initiate proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution.

 

State Regulation

 

The states also maintain separate controlled substance laws and regulations, including licensing, recordkeeping, security, distribution, and dispensing requirements. State authorities, including Boards of Pharmacy, regulate use of controlled substances in each state. Failure to maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can result in enforcement action that could have a material adverse effect on our business, operations and financial condition.

 

The Single Convention on Narcotics Drugs 1961

 

Many countries, including the United States, are parties to the 1961 Single Convention on Narcotic Drugs, or the Single Convention, which is an international treaty that governs international trade and domestic control of narcotic substances, including cannabis and cannabis extracts. The Single Convention requires all parties to take measures to limit the production, manufacture, export, import, distribution of, trade in, and use and possession of cannabis exclusively to medical and scientific purposes. In particular, the Single Convention requires member countries to establish a government agency to oversee the cultivation of marijuana and establish a monopoly on the wholesale trade of marijuana, and it provides that this role must be filled by a single government agency if the member country’s constitution so permits.

 

 42 

 

 

National Institute on Drug Abuse

 

Pursuant to the Single Convention, National Institute on Drug Abuse, or NIDA, oversees the cultivation of research-grade cannabis for medicinal research on behalf of the United States Government. NIDA has historically fulfilled this obligation through a contract that it administers with University of Mississippi, or UM. UM has been the sole NIDA contractor to grow cannabis for research purposes since 1968. The contract is open for competitive bidding at periodic intervals. Since 1999, the term of the contract has been five years. UM engaged in a competitive bidding process for the next contract interval and was awarded the contract in 2015. Under the NIDA contract, UM grows, harvests, stores, ships and analyzes cannabis of different varieties, as NIDA requires. In August 2016 the DEA announced that it would consider granting registrations for the cultivation of cannabis for research and development purposes outside of the NIDA contract process. We are not aware of any entity that has received such a registration under this process.

 

UM has represented that it also grows cannabis for purposes of researching cannabis extracts, and has in the past grown cannabis, purified cannabis extracts, and distributed extracts for purposes of developing drug candidates, separate and apart from its contract with NIDA. UM has indicated that it conducted these activities pursuant to separate registrations from the DEA and that it plans to seek the necessary additional DEA registrations to conduct the contemplated activities in connection with our partnership, in compliance with applicable law and the United States’ obligations under the Single Convention. However, there is a risk that regulatory authorities may disagree and decline to authorize UM to engage in these activities.

 

United States Food and Drug Administration Regulation

 

NDA Approval Processes

 

In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or the FDCA, and implementing regulations. Failure to comply with the applicable U.S. requirements at any time during the product development process or approval process, or after approval, may subject an applicant to administrative or judicial sanctions, any of which could have a material adverse effect on us. These sanctions could include:

 

·refusal to approve pending applications;
·withdrawal of an approval;
·imposition of a clinical hold;
·warning letters;
·product seizures;
·total or partial suspension of production or distribution; or
·injunctions, fines, disgorgement, or civil or criminal penalties.

 

The process required by the FDA before a drug may be marketed in the United States generally involves the following:

 

·completion of nonclinical laboratory tests, animal studies and formulation studies conducted according to Good Laboratory Practices, or GLPs, or other applicable regulations;
·submission to the FDA of an Investigational New Drug application, or IND, which must become effective before human clinical trials may begin;
·performance of adequate and well-controlled human clinical trials according to Good Clinical Practices, or GCPs, to establish the safety and efficacy of the proposed drug for its intended use;
·submission to the FDA of an NDA;
·satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance with current Good Manufacturing Practices, or cGMPs, to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity; and
·FDA review and approval of the NDA.

 

Once a pharmaceutical candidate is identified for development, it will enter the pre-clinical or nonclinical testing stage. Nonclinical tests include laboratory evaluations of product chemistry, toxicity and formulation, as well as animal studies. An IND sponsor must submit the results of the nonclinical tests, together with manufacturing information and analytical data, to the FDA as part of the IND. Some nonclinical testing may continue even after the IND is submitted. In addition to including the results of the nonclinical studies, the IND will also include a protocol detailing, among other things, the objectives of the clinical trial, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated if the first phase lends itself to an efficacy determination. The IND automatically becomes effective 30 days after receipt by the FDA, unless the FDA, within the 30-day time period, places the IND on clinical hold. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before clinical trials can begin. A clinical hold may occur at any time during the life of an IND, and may affect one or more specific studies or all studies conducted under the IND.

 

 43 

 

 

All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with GCPs. They must be conducted under protocols detailing the objectives of the trial, dosing procedures, research subject selection and exclusion criteria and the safety and effectiveness criteria to be evaluated. Each protocol must be submitted to the FDA as part of the IND, and progress reports detailing the status of the clinical trials must be submitted to the FDA annually. Sponsors also must timely report to FDA serious and unexpected adverse reactions, any clinically important increase in the rate of a serious suspected adverse reaction over that listed in the protocol or investigation brochure, or any findings from other studies or animal or in vitro testing that suggest a significant risk in humans exposed to the drug. An institutional review board, or IRB, at each institution participating in the clinical trial must review and approve the protocol before a clinical trial commences at that institution and must also approve the information regarding the trial and the consent form that must be provided to each research subject or the subject’s legal representative, monitor the study until completed and otherwise comply with IRB regulations.

 

Human clinical trials are typically conducted in three sequential phases that may overlap or be combined:

 

·Phase 1. The drug is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and elimination. In the case of some products for severe or life-threatening diseases, such as cancer, especially when the product may be inherently too toxic to ethically administer to healthy volunteers, the initial human testing is often conducted in patients.
·Phase 2. Clinical trials are performed on a limited patient population intended to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product for specific targeted diseases and to determine dosage tolerance and optimal dosage.
·Phase 3. Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographically dispersed clinical study sites. These studies are intended to establish the overall risk-benefit ratio of the product and provide an adequate basis for product labeling.

 

Human clinical trials are inherently uncertain and Phase 1, Phase 2 and Phase 3 testing may not be successfully completed. The FDA or the sponsor may suspend a clinical trial at any time for a variety of reasons, including a finding that the research subjects or patients are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted in accordance with the IRB’s requirements or if the drug has been associated with unexpected serious harm to patients.

 

During the development of a new drug, sponsors are given opportunities to meet with the FDA at certain points. These points may be prior to the submission of an IND, at the end of Phase 2 and before an NDA is submitted. Meetings at other times may be requested. These meetings can provide an opportunity for the sponsor to share information about the data gathered to date and for the FDA to provide advice on the next phase of development. Sponsors typically use the meeting at the end of Phase 2 to discuss their Phase 2 clinical results and present their plans for the pivotal Phase 3 clinical trial that they believe will support the approval of the new drug. If a Phase 2 clinical trial is the subject of discussion at the end of Phase 2 meeting with the FDA, a sponsor may be able to request a Special Protocol Assessment, or SPA, the purpose of which is to reach agreement with the FDA on the Phase 3 clinical trial protocol design and analysis that will form the primary basis of an efficacy claim.

 

According to published guidance on the SPA process, a sponsor which meets the prerequisites may make a specific request for a SPA and provide information regarding the design and size of the proposed clinical trial. The FDA is supposed to evaluate the protocol within 45 days of the request to assess whether the proposed trial is adequate, and that evaluation may result in discussions and a request for additional information. A SPA request must be made before the proposed trial begins, and all open issues must be resolved before the trial begins. If a written agreement is reached, it will be documented and made part of the record. The agreement will be binding on the FDA and may not be changed by the sponsor or the FDA after the trial begins except with the written agreement of the sponsor and the FDA or if the FDA determines that a substantial scientific issue essential to determining the safety or efficacy of the drug was identified after the testing began.

 

Concurrent with clinical trials, sponsors usually complete additional animal safety studies and also develop additional information about the chemistry and physical characteristics of the drug and finalize a process for manufacturing commercial quantities of the product in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the drug and the manufacturer must develop methods for testing the quality, purity and potency of the drug. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the drug candidate does not undergo unacceptable deterioration over its proposed shelf-life.

 

The results of product development, nonclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests and other control mechanisms, proposed labeling and other relevant information are submitted to the FDA as part of an NDA requesting approval to market the product. The submission of an NDA is subject to the payment of user fees, but a waiver of such fees may be obtained under specified circumstances. The FDA reviews all NDAs submitted to ensure that they are sufficiently complete for substantive review before it accepts them for filing. It may request additional information rather than accept an NDA for filing. In this event, the NDA must be resubmitted with the additional information. The resubmitted application also is subject to review before the FDA accepts it for filing.

 

 44 

 

 

Once the submission is accepted for filing, the FDA begins an in-depth review. NDAs receive either standard or priority review. A drug representing a significant improvement in treatment, prevention or diagnosis of disease may receive priority review. The FDA may refuse to approve an NDA if the applicable regulatory criteria are not satisfied or may require additional clinical or other data. Even if such data are submitted, the FDA may ultimately decide that the NDA does not satisfy the criteria for approval. The FDA reviews an NDA to determine, among other things, whether a product is safe and effective for its intended use and whether its manufacturing is cGMP-compliant. The FDA may refer the NDA to an advisory committee for review and recommendation as to whether the application should be approved and under what conditions. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations. Before approving an NDA, the FDA will inspect the facility or facilities where the product is manufactured and tested.

 

Expedited Review and Approval

 

The FDA has various programs, including Fast Track, priority review, and accelerated approval, which are intended to expedite or simplify the process for reviewing drugs, and/or provide for the approval of a drug on the basis of a surrogate endpoint. Even if a drug qualifies for one or more of these programs, the FDA may later decide that the drug no longer meets the conditions for qualification or that the time period for FDA review or approval will be shortened. Generally, drugs that are eligible for these programs are those for serious or life-threatening conditions, those with the potential to address unmet medical needs and those that offer meaningful benefits over existing treatments. For example, Fast Track is a process designed to facilitate the development and expedite the review of drugs to treat serious or life-threatening diseases or conditions and fill unmet medical needs. Priority review is designed to give drugs that offer major advances in treatment or provide a treatment where no adequate therapy exists an initial review within six months as compared to a standard review time of ten months. Although Fast Track and priority review do not affect the standards for approval, the FDA will attempt to facilitate early and frequent meetings with a sponsor of a Fast Track designated drug and expedite review of the application for a drug designated for priority review. Accelerated approval, which is described in Subpart H of 21 CFR Part 314, provides for an earlier approval for a new drug that is intended to treat a serious or life-threatening disease or condition and that fills an unmet medical need based on a surrogate endpoint. A surrogate endpoint is a laboratory measurement or physical sign used as an indirect or substitute measurement representing a clinically meaningful outcome. As a condition of approval, the FDA may require that a sponsor of a drug candidate receiving accelerated approval perform post-marketing clinical trials.

 

In the recently enacted Food and Drug Administration Safety and Innovation Act, or FDASIA, Congress encouraged the FDA to utilize innovative and flexible approaches to the assessment of products under accelerated approval. The law requires the FDA to issue related draft guidance within a year after the law’s enactment and also promulgate confirming regulatory changes.

 

The Hatch-Waxman Act

 

In seeking approval for a drug through an NDA, applicants are required to list with the FDA each patent whose claims cover the applicant’s product. Upon approval of a drug, each of the patents listed in the application for the drug is then published in the FDA’s Approved Drug Products with Therapeutic Equivalence Evaluations, commonly known as the Orange Book. Drugs listed in the Orange Book can, in turn, be cited by potential generic competitors in support of approval of an abbreviated new drug application, or ANDA. An ANDA provides for marketing of a drug product that has the same active ingredients in the same strengths and dosage form as the listed drug and has been shown through bioequivalence testing to be bioequivalent to the listed drug. Other than the requirement for bioequivalence testing, ANDA applicants are not required to conduct, or submit results of, pre-clinical or clinical tests to prove the safety or effectiveness of their drug product. Drugs approved in this way are considered to be therapeutically equivalent to the listed drug, are commonly referred to as “generic equivalents” to the listed drug, and can often be substituted by pharmacists under prescriptions written for the original listed drug in accordance with state law.

 

The ANDA applicant is required to certify to the FDA concerning any patents listed for the approved product in the FDA’s Orange Book. Specifically, the applicant must certify that: (i) the required patent information has not been filed; (ii) the listed patent has expired; (iii) the listed patent has not expired, but will expire on a particular date and approval is sought after patent expiration; or (iv) the listed patent is invalid or will not be infringed by the new product. The ANDA applicant may also elect to submit a section viii statement, certifying that its proposed ANDA labeling does not contain (or carves out) any language regarding the patented method-of-use, rather than certify to a listed method-of-use patent.

 

If the applicant does not challenge the listed patents, the ANDA application will not be approved until all the listed patents claiming the referenced product have expired.

 

A certification that the new product will not infringe the already approved product’s listed patents, or that such patents are invalid, is called a Paragraph IV certification. If the ANDA applicant has provided a Paragraph IV certification to the FDA, the applicant must also send notice of the Paragraph IV certification to the NDA and patent holders once the ANDA has been accepted for filing by the FDA. The NDA and patent holders may then initiate a patent infringement lawsuit in response to the notice of the Paragraph IV certification. The filing of a patent infringement lawsuit within 45 days of the receipt of a Paragraph IV certification automatically prevents the FDA from approving the ANDA until the earlier of 30 months, expiration of the patent, settlement of the lawsuit, or a decision in the infringement case that is favorable to the ANDA applicant.

 

The ANDA application also will not be approved until any applicable non-patent exclusivity listed in the Orange Book for the referenced product has expired.

 

Upon NDA approval of a new chemical entity or NCE, which is a drug that contains no active moiety that has been approved by the FDA in any other NDA, that drug receives five years of marketing exclusivity during which time the FDA cannot receive any ANDA or 505(b)(2) application seeking approval of a drug that references a version of the NCE drug. Certain changes to a drug, such as the addition of a new indication to the package insert, are associated with a three-year period of exclusivity during which the FDA cannot approve an ANDA or 505(b)(2) application that includes the change.

 

 45 

 

 

An ANDA or 505(b)(2) application may be submitted one year before NCE exclusivity expires if a Paragraph IV certification is filed. If there is no listed patent in the Orange Book, there may not be a Paragraph IV certification and thus no ANDA or 505(b)(2) application may be filed before the expiration of the exclusivity period.

 

For a botanical drug, the FDA may determine that the active moiety is one or more of the principal components or the complex mixture as a whole. This determination would affect the utility of any five-year exclusivity as well as the ability of any potential generic competitor to demonstrate that it is the same drug as the original botanical drug.

 

Five-year and three-year exclusivities do not preclude FDA approval of a 505(b)(1) application for a duplicate version of the drug during the period of exclusivity, provided that the 505(b)(1) applicant conducts or obtains a right of reference to all of the pre-clinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and effectiveness.

 

After NDA approval, owners of relevant drug patents may apply for up to a five-year patent extension. The allowable patent term extension is calculated as half of the drug’s testing phase — the time between IND submission and NDA submission — and all of the review phase — the time between NDA submission and approval up to a maximum of five years. The time can be shortened if the FDA determines that the applicant did not pursue approval with due diligence. The total patent term after the extension may not exceed 14 years.

 

For patents that might expire during the application phase, the patent owner may request an interim patent extension. An interim patent extension increases the patent term by one year and may be renewed up to four times. For each interim patent extension granted, the post-approval patent extension is reduced by one year. The director of the PTO must determine that approval of the drug covered by the patent for which a patent extension is being sought is likely. Interim patent extensions are not available for a drug for which an NDA has not been submitted.

 

Orphan Drug Designation

 

Under the Orphan Drug Act, the FDA may grant orphan drug designation to a drug intended to treat a rare disease or condition, which is generally a disease or condition that affects fewer than 200,000 individuals in the United States. Orphan product designation must be requested before submitting an NDA. After the FDA grants orphan drug designation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan product designation does not convey any advantage in or shorten the duration of regulatory review and approval process. In addition to the potential period of exclusivity, orphan designation makes a company eligible for grant funding of up to $500,000 per year for four years to defray costs of clinical trial expenses, tax credits for clinical research expenses and potential exemption from the FDA application user fee.

 

If a product that has orphan designation subsequently receives the first FDA approval for the disease or condition for which it has such designation, the product is entitled to orphan drug exclusivity, which means the FDA may not approve any other applications to market the same drug for the same indication for seven years, except in limited circumstances, such as (i) the drug’s orphan designation is revoked; (ii) its marketing approval is withdrawn; (iii) the orphan exclusivity holder consents to the approval of another applicant’s product; (iv) the orphan exclusivity holder is unable to assure the availability of a sufficient quantity of drug; or (v) a showing of clinical superiority to the product with orphan exclusivity by a competitor product. If a drug designated as an orphan product receives marketing approval for an indication broader than what is designated, it may not be entitled to orphan drug exclusivity. We intend to apply for orphan drug designation for MRI-1867 for SSc and any other of our drug candidates that we develop for diseases or conditions that satisfy the requirements for orphan drug designation. There can be no assurance that we will receive orphan drug designation for MRI-1867 for SSc, or any other drug candidates that we may develop for the treatment of SSc or other orphan diseases.

 

Pediatric Exclusivity and Pediatric Use

 

Under the Best Pharmaceuticals for Children Act, or BPCA, certain drugs may obtain an additional six months of exclusivity, if the sponsor submits information requested in writing by the FDA, or a Written Request, relating to the use of the active moiety of the drug in children. The FDA may not issue a Written Request for studies on unapproved or approved indications or where it determines that information relating to the use of a drug in a pediatric population, or part of the pediatric population, may not produce health benefits in that population.

 

To receive the six-month pediatric market exclusivity, we would have to receive a Written Request from the FDA, conduct the requested studies in accordance with a written agreement with the FDA or, if there is no written agreement, in accordance with commonly accepted scientific principles, and submit reports of the studies. A Written Request may include studies for indications that are not currently in the labeling if the FDA determines that such information will benefit the public health. The FDA will accept the reports upon its determination that the studies were conducted in accordance with and are responsive to the original Written Request or commonly accepted scientific principles, as appropriate, and that the reports comply with the FDA’s filing requirements.

 

In addition, the Pediatric Research Equity Act, or PREA, requires all applications (or supplements to an application) submitted under section 505 of the FDCA (21 U.S.C. Section 355) for a new active ingredient, new indication, new dosage form, new dosing regimen or new route of administration to contain a pediatric assessment unless the applicant has obtained a waiver or deferral. It also authorizes the FDA to require holders of approved NDAs for marketed drugs to conduct pediatric studies under certain circumstances. In general, PREA applies only to those drugs developed for diseases and/or conditions that occur in both the adult and pediatric populations. Products intended for pediatric-specific indications will be subject to the requirements of PREA only if they are initially developed for a subset of the relevant pediatric population.

 

 46 

 

 

As part of the FDASIA, Congress reauthorized both BPCA and PREA, which were slated to expire on September 30, 2012, and made both laws permanent.

 

Post-approval Requirements

 

Once an approval is granted, the FDA may withdraw the approval if compliance with regulatory requirements is not maintained or if problems occur after the product reaches the market. Later discovery of previously unknown problems with a product may result in restrictions on the product or even complete withdrawal of the product from the market. After approval, some types of changes to the approved product, such as adding new indications, manufacturing changes and additional labeling claims, are subject to further FDA review and approval. In addition, the FDA may require testing and surveillance programs to monitor the effect of approved products that have been commercialized, and the FDA has the power to prevent or limit further marketing of a product based on the results of these post-marketing programs.

 

Any drug products manufactured or distributed by us pursuant to FDA approvals are subject to continuing regulation by the FDA, including, among other things:

 

·record-keeping requirements;
·reporting of adverse experiences with the drug;
·providing the FDA with updated safety and efficacy information;
·drug sampling and distribution requirements;
·notifying the FDA and gaining its approval of specified manufacturing or labeling changes; and
·complying with FDA promotion and advertising requirements.

 

Drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to register their establishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and some state agencies for compliance with cGMP and other laws.

 

From time to time, legislation is drafted, introduced and passed in Congress that could significantly change the statutory provisions governing the approval, manufacturing and marketing of products regulated by the FDA. In addition, FDA regulations and guidance are often revised or reinterpreted by the agency in ways that may significantly affect our business and products. It is impossible to predict whether legislative changes will be enacted, or FDA regulations, guidance or interpretations changed or what the impact of such changes, if any, may be.

 

 47 

 

 

Regulation Outside of the United States

 

In addition to regulations in the United States, we will be subject to regulations of other countries governing clinical trials and commercial sales and distribution of our products. Whether or not we obtain FDA approval for a product, we must obtain approval by the comparable regulatory authorities of countries outside of the United States before we can commence clinical trials in such countries and approval of the regulators of such countries or economic areas, such as the European Union, before we may market products in those countries or areas. The approval process and requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from place to place, and the time may be longer or shorter than that required for FDA approval.

 

In the European Union, our future products may also be subject to extensive regulatory requirements. Similar to the United States, the marketing of medicinal products is subject to the granting of marketing authorizations by regulatory agencies. Also, as in the United States, the various phases of pre-clinical and clinical research in the European Union are subject to significant regulatory controls.

 

Medicinal Products require a marketing authorization before they may be placed on the market in the European Economic Area, or EEA, comprising the member states of the European Union as well as Iceland, Liechtenstein and Norway. There are various application procedures available, depending on the type of product involved. The centralized procedure gives rise to marketing authorizations that are valid throughout the EEA. Applicants file marketing authorization applications with the European Medicines Agency, or EMA, where they are reviewed by a relevant scientific committee, in most cases the Committee for Medicinal Products for Human Use, or CHMP. The EMA forwards CHMP opinions to the European Commission, which uses them as the basis for deciding whether to grant a marketing authorization. The centralized procedure is compulsory for medicinal products that (1) are derived from specified biotechnology processes, (2) contain a new active substance (not yet approved on November 20, 2005) indicated for the treatment of certain diseases, such as HIV/AIDS, cancer, diabetes, neurodegenerative disorders, viral diseases or autoimmune diseases and other immune dysfunctions, (3) are orphan medicinal products or (4) are advanced therapy medicinal products (such as gene therapy, somatic cell therapy and tissue engineered products). For medicines that do not fall within these categories, an applicant may voluntarily submit an application for a centralized marketing authorization to the EMA, as long as the CHMP agrees that (i) the medicine concerned contains a new active substance (not yet approved on November 20, 2005), (ii) the medicine is a significant therapeutic, scientific, or technical innovation, or (iii) if its authorization under the centralized procedure would be in the interest of public health.

 

For those medicinal products for which the centralized procedure is not available, the applicant must submit marketing authorization applications to the national medicines regulators through one of three procedures: (1) a national procedure, which results in a marketing authorization in a single EEA member state; (2) the decentralized procedure, in which applications are submitted simultaneously in two or more EEA member states; and (3) the mutual recognition procedure, which must be used if the product has already been authorized in at least one other EEA member state, and in which the EEA member states are required to grant an authorization recognizing the existing authorization in the other EEA member state, unless they identify a serious risk to public health.

 

Marketing authorization applications must usually include the results of clinical trials. Clinical trials of medicinal products in the EEA must be conducted in accordance with EEA and national regulations and the International Conference on Harmonization guidelines on GCP. Prior to commencing a clinical trial in a particular EEA member state, the sponsor must obtain a clinical trial authorization from the competent authority and a positive opinion from an independent ethics committee.

 

In the EEA, companies developing a new medicinal product must agree a Pediatric Investigation Plan (PIP) with the EMA and must conduct pediatric clinical trials in accordance with that PIP, unless a waiver applies, e.g., because the relevant disease or condition occurs only in adults. The marketing authorization application for the product must include the results of pediatric clinical trials conducted in accordance with the PIP, unless a waiver applies, or a deferral has been granted, in which case the pediatric clinical trials must be completed at a later date.

 

Reimbursement

 

Sales of any product we successfully develop will depend, in part, on the extent to which the costs of our products will be covered by third-party payors, such as government health programs, commercial insurance and managed healthcare organizations. These third-party payors are increasingly challenging the prices charged for medical products and services. Additionally, the containment of healthcare costs has become a priority of federal and state governments and the prices of drugs have been a focus in this effort. The U.S. government, state legislatures and foreign governments have shown significant interest in implementing cost-containment programs, including price controls, restrictions on reimbursement and requirements for substitution of generic products. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our net revenue and results. If these third-party payors do not consider our products to be cost-effective compared to other therapies, they may not cover our products after approved as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell our products on a profitable basis.

 

 48 

 

 

The Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the MMA, imposed new requirements for the distribution and pricing of prescription drugs for Medicare beneficiaries. Under Part D, Medicare beneficiaries may enroll in prescription drug plans offered by private entities which will provide coverage of outpatient prescription drugs. Part D plans include both stand-alone prescription drug benefit plans and prescription drug coverage as a supplement to Medicare Advantage plans. Unlike Medicare Part A and B, Part D coverage is not standardized. Part D prescription drug plan sponsors are not required to pay for all covered Part D drugs, and each drug plan can develop its own drug formulary that identifies which drugs it will cover and at what tier or level. However, Part D prescription drug formularies must include drugs within each therapeutic category and class of covered Part D drugs, though not necessarily all the drugs in each category or class. Any formulary used by a Part D prescription drug plan must be developed and reviewed by a pharmacy and therapeutic committee. Government payment for some of the costs of prescription drugs may increase demand for our products for which we receive marketing approval. However, any negotiated prices for our products covered by a Part D prescription drug plan will likely be lower than the prices we might otherwise obtain. Moreover, while the MMA applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy and payment limitations in setting their own payment rates. Any reduction in payment that results from the MMA may result in a similar reduction in payments from non-governmental payors.

 

The American Recovery and Reinvestment Act of 2009 provides funding for the federal government to compare the effectiveness of different treatments for the same illness. A plan for the research will be developed by the Department of Health and Human Services, the Agency for Healthcare Research and Quality and the National Institutes for Health, and periodic reports on the status of the research and related expenditures will be made to Congress. Although the results of the comparative effectiveness studies are not intended to mandate coverage policies for public or private payors, it is not clear what effect, if any, the research will have on the sales of any product, if any such product or the condition that it is intended to treat is the subject of a study. It is also possible that comparative effectiveness research demonstrating benefits in a competitor’s product could adversely affect the sales of our drug candidates. If third-party payors do not consider our products to be cost-effective compared to other available therapies, they may not cover our products as a benefit under their plans or, if they do, the level of payment may not be sufficient to allow us to sell our products on a profitable basis.

 

The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, collectively referred to as the ACA, enacted in March 2010, is expected to have a significant impact on the health care industry. ACA is expected to expand coverage for the uninsured while at the same time containing overall healthcare costs. With regard to pharmaceutical products, among other things, ACA is expected to expand and increase industry rebates for drugs covered under Medicaid programs and make changes to the coverage requirements under the Medicare Part D program. We cannot predict the impact of ACA on pharmaceutical companies, as many of the ACA reforms require the promulgation of detailed regulations implementing the statutory provisions which has not yet occurred. In addition, some members of the U.S. Congress have been seeking to overturn at least portions of the legislation and we expect they will continue to review and assess this legislation and alternative health care reform proposals. Any legal challenges to ACA, as well as Congressional efforts to repeal ACA, add to the uncertainty of the legislative changes enacted as part of ACA.

 

In addition, in some non-U.S. jurisdictions, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing vary widely from country to country. For example, the European Union provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. There can be no assurance that any country that has price controls or reimbursement limitations for pharmaceutical products will allow favorable reimbursement and pricing arrangements for any of our products. Historically, products launched in the European Union do not follow price structures of the United States and generally tend to be significantly lower.

 

Employees

 

We currently have one direct employee and obtain all other services we require under two management services agreements.

 

We have a management services agreement with Clil Medical, Ltd., a med-tech management consulting company affiliated with our Co-Chairman and Chief Executive Officer, or Clil, pursuant to which Clil provides the services of Dr. Morris Laster as our Co-Chairman and Chief Executive Officer. Under this agreement, we pay a monthly management services fee to Clil and we reimburse reasonable and properly documented out-of-pocket expenses. This agreement went into effect on September 1, 2017 with a monthly management services fee of $10,000 per month. Effective as of January 1, 2019, this agreement was amended to increase the monthly management services fee to $25,000 per month.

  

 49 

 

 

We also have a management services agreement with HCFP/Portfolio Services LLC, or Portfolio Services, which is an affiliate of three of our directors, pursuant to which we obtain management, advisory, administrative and other services, including the services of our Co-Chairman, Vice Chairman and Chief Financial Officer/Chief Operating Officer. Under this agreement, we pay a monthly management services fee and a monthly fee for the provision of office space and facilities to the company to Portfolio Services and we reimburse reasonable and properly documented out-of-pocket expenses. This agreement went into effect on September 1, 2017 with a monthly management services fee of $10,000 per month. Effective as of July 1, 2018, this agreement was amended to add a $1,500 per month fee for the provision of office space and facilities to the company, which was subsequently increased to $3,000 effective May 1, 2019. Effective as of January 1, 2019, this agreement was subsequently amended to increase the monthly management services fee to $25,000 per month (exclusive of the $3,000 fee related to office space and facilities).

 

We refer to these two management services agreements as the “Clil MSA” and the “Portfolio Services MSA”, respectively. See “Management – Executive Compensation.”

 

We also utilize consultants in the ordinary course of our business and may hire additional personnel on a project-by-project basis.

 

Facilities

 

Our corporate headquarters is located at 420 Lexington Avenue in New York, New York, where office space is made available to us pursuant to the Portfolio Services MSA. We also maintain offices in Tel Aviv and Jerusalem in Israel. We believe that our facilities are suitable and adequate for our current needs.

 

Legal Proceedings

 

We are not currently a party to any legal proceedings.

 

 50 

 

 

Management

 

Executive Officers, Directors and Senior Advisors

 

Our current executive officers, directors and senior advisors are set forth below. 

 

Name   Age   Position
Morris C. Laster, M.D.   55   Co-Chairman, Chief Executive Officer and Director
Joshua R. Lamstein   50   Co-Chairman and Director
Robert J. Gibson, CFA   39   Vice Chairman, Secretary, Treasurer and Director
Ira Scott Greenspan   60   Director and Senior Advisor
Daniel J. Politzer, CFA   50   Chief Financial Officer and Chief Operating Officer
Aharon Schwartz, Ph.D.   76   Senior Advisor
David Silberg   70   Senior Advisor

 

The services of Dr. Laster and Messrs. Lamstein, Gibson, Politzer and Greenspan are provided pursuant to the MSAs.

  

Morris C. Laster, M.D. has been Co-Chairman and Chief Executive officer since our inception. Dr. Laster is also Co-Managing Partner of the OurCrowd Medtech Fund, a medical venture fund affiliated with OurCrowd, an equity investment and crowdfunding platform. Since 2013, Dr. Laster has been the Medical Venture Partner of OurCrowd, where he has led approximately $80 million of investments in 23 early-stage healthcare companies. Dr. Laster has been a founder, founding senior officer, director and/or scientific advisor of numerous private and public biotechnology and medical technology companies, including BioLineRx Ltd. (Nasdaq: BLRX); Keryx Biopharmaceuticals, Inc., a public company on Nasdaq, which in December 2018 completed a merger with Akebia Therapeutics, Inc. (Nasdaq: AKBA); and Kitov Pharma Ltd (Nasdaq: KTOV). Dr. Laster currently serves on the board of directors of BrainQ Technologies, DreaMed Diabetes, Ltd., and HIL Applied Medical, all OurCrowd portfolio companies, BiondVax Pharmaceuticals Ltd (Nasdaq: BVXV) and OncoHost.

 

Dr. Laster received his M.D. from Downstate Medical Center in Brooklyn, New York and B.S., magna cum laude, in Biology from the University at Albany, New York.

 

We believe that Dr. Laster is well qualified to be on our board of directors due to his experience as a biotechnology executive, entrepreneur and investor, particularly his expertise in identifying and evaluating new technologies and managing and advising early-stage companies.

 

Joshua R. Lamstein has been Co-Chairman and a director since our inception. Since 2014, Mr. Lamstein has also been Vice Chairman of HCFP, Co-Chairman and Co-Managing Partner of HCFP/Capital Partners. He also serves as a Venture Partner of a seed-stage venture fund with approximately $100 million of assets under management. Mr. Lamstein worked in venture capital and private equity, including as a Managing Director of GF Capital Private Equity Fund, a $240 million middle market private equity fund, and as a Partner of LMS Capital, a FTSE 250 London Stock Exchange-listed investment trust, focused on private equity and venture capital investments. Mr. Lamstein initiated the Trust’s presence in San Francisco and Silicon Valley. He began his career at Apollo Management and prior thereto was an investment banker at Lehman Brothers in New York and London. Mr. Lamstein has been a member of the board of directors of numerous private and public companies, including Canvs.ai, Feed.fm, Rocksbox, TrueAnthem and World Education, Inc. For the past five years, Mr. Lamstein has been a Senior Advisor to John Snow, Inc., a leading healthcare consulting firm.

 

Mr. Lamstein received his B.A., with honors, from Colgate University and his M.B.A. from the MIT Sloan School of Management.

 

We believe Mr. Lamstein is well qualified to be on our board of directors due to his broad experience in private equity, venture capital, and investing in and managing early ventures, his widespread relationships in the private equity and venture capital communities and his knowledge of public healthcare.

 

Robert J. Gibson, CFA has been Vice Chairman, Secretary and Treasurer and a director since our inception. Since May 2016, Mr. Gibson also has been an Executive Vice President of HCFP and Co-Chairman of HCFP/Capital Markets LLC, a middle-market investment bank. Until joining HCFP, Mr. Gibson was Senior Vice President, specializing in biotechnology and specialty pharmaceutical companies, at CRT Capital Group LLC, a middle market investment bank. Mr. Gibson rejoined CRT in 2014 after having previously been employed at such firm from 2003 to 2008, most recently as a Vice President in the Investment Banking Division. Mr. Gibson began his investment banking career at Bear, Stearns & Co. Inc., a leading investment bank. From 2009 to 2014, Mr. Gibson was Senior Vice President, concentrating in healthcare, at Balance Point Capital Partners, L.P., a middle market private equity fund, which, together with a related fund, had approximately $150 million of assets under management.

 

Mr. Gibson received his B.A., magna cum laude, from Amherst College.

 

We believe Mr. Gibson is well qualified to be on our board of directors due to his extensive experience in both investment banking and private equity, including advising, raising capital and investing in biotechnology, specialty pharmaceutical and other healthcare companies.

 

 51 

 

 

Ira Scott Greenspan has been a Senior Advisor and director since our inception. Mr. Greenspan is Chairman and Chief Executive Officer of HCFP and Co-Chairman and Co-Managing Partner of HCFP/Capital Partners and other affiliates of HCFP. For more than 25 years, Mr. Greenspan has been a senior executive, partner and/or director of HCFP and its predecessors and related entities, including having served as Chairman and Co-Managing Partner of HCFP/Brenner Equity Partners, the indirect majority shareholder of HCFP/Brenner Securities LLC, a middle market investment bank originally founded by former senior executives and directors of Drexel Burnham Lambert. For more than five years prior to entering the financial services industry, Mr. Greenspan was a corporate and securities lawyer at leading New York law firms, including as a Partner of the New York predecessor of Blank Rome. He began his law career at the New York predecessor of Sidley Austin.

 

Mr. Greenspan received his B.A., with distinction, from Harpur College/Binghamton University, where he was elected to Phi Beta Kappa and Pi Sigma Alpha and was the recipient of the University Foundation Award recognizing him as one the top students in his graduating class. Mr. Greenspan received his J.D. from New York University School of Law, where he was on the Editorial Board of the Annual Survey of American Law, an honorary law journal. During law school, Mr. Greenspan worked in the Division of Corporation Finance (New York Regional Office, Branch of Small Issues) of the U.S. Securities and Exchange Commission.

 

We believe Mr. Greenspan is well qualified to be on our board of directors due to his significant experience advising entrepreneurial growth companies as both a financial services executive and corporate and securities lawyer, his pioneering role in numerous innovative corporate finance products and strategies, his investment experience with early-stage companies and his extensive relationships in the financial community.

 

Daniel J. Politzer, CFA has been our Chief Operating and Financial Officer since July 2018. Mr. Politzer has also been Executive Vice President and Chief Operating Officer of HCFP since May 2018. From November 2016 to May 2018, Mr. Politzer was a Senior Program Executive at salesforce.com, managing large digital transformation projects for Global 500 companies. From 2012 to November 2016, Mr. Politzer was a Managing Director of Alerce Advisors LLC, a boutique management consulting firm providing operational, financial and strategic support to small and mid-sized companies. From 2004 to 2012, Mr. Politzer worked in the hedge fund industry, most recently as a portfolio manager focused on special situations and value investing strategies. For more than five years prior thereto, Mr. Politzer was a derivatives trader at large Wall Street firms, including Deutsche Bank and Lehman Brothers.

 

Mr. Politzer received his A.B., cum laude, from Harvard College and his M.B.A. from the MIT Sloan School of Management.

 

Aharon Schwartz, Ph.D. has been a Senior Advisor to us since October 2018. He served in a number of positions at Teva Pharmaceutical Industries Ltd. from 1975 through 2011, the most recent being Vice President, Head of Teva Innovative Ventures from 2008. Dr. Schwartz is currently the Chairman of the Board of Directors at BioLineRx (Nasdaq:BLRX) and a member of the board of directors of Protaliz Ltd. (NYSE American:PLX), Foamix Pharmaceuticals Ltd. (NASDAQ:FOMX) and Barcode Ltd. He also works as an independent consultant.

 

Dr. Schwartz received his Ph.D. in organic chemistry from the Weizmann Institute, his M.Sc. in organic chemistry from the Technion and a B. Sc. In chemistry and physics from the Hebrew University of Jerusalem. In addition, Dr. Schwartz holds a Ph.D. from the Hebrew University of Jerusalem in the history and philosophy of science.

 

David Silberg has been a Senior Advisor to us since October 2018. Mr. Silberg is a Managing Director of HCFP, overseeing the firm’s activities in Israel. Since 2000, Mr Silberg has served as Managing Director of Mercator Research Ltd., a business, financial and strategic advisory firm. Until 2009, Mercator Research served as the representative in Israel for Mercator Capital, a cross-border private equity and investment banking firm. Mr. Silberg was responsible for developing Mercator’s principal and investment banking activities in Israel, including business development with Israel’s leading technology companies and venture capital firms. For more than 25 years prior to founding Mercator, Mr. Silberg held various positions in the Israeli Prime Minister’s office, reaching the rank of Head of Directorate (equivalent to Brigadier-General). While at the Prime Minister’s office, he was, among other things, responsible for high level legal, diplomatic, financial and defense assignments and played an active role in the peace negotiations between various Israeli Prime Ministers and Arab heads of state, which culminated in the 1994 Middle East peace agreements. In 1994, Mr. Silberg was awarded a Distinction of Honor from the Israeli Prime Minister’s Office for outstanding and breakthrough achievements in the execution of his national assignments.

 

Mr. Silberg received an LL.B. degree from Tel-Aviv University Law School and an M.A., with honors, from the Haifa University. Mr. Silberg is also a graduate of the IDF National Defense College and of the Advanced Management Program of the INSEAD Business School in Fontainebleau, France.

 

Our Scientific Advisory Board

 

Set forth below is a summary biographical information for the members of our scientific advisory board.

  

 52 

 

 

George Kunos, M.D., Ph.D.

 

Dr. George Kunos has served on our scientifiic advisory board since October 2017. Dr. George Kunos, is the Scientific Director at the National Institute on Alcohol Abuse and Alcoholism (NIAAA), a component of the National Institutes of Health (NIH) and Chief of the Laboratory of Physiologic Studies. Dr. Kunos' current research is focused on the biology of endocannabinoids, particularly their role in the regulation of metabolism, cardiovascular functions and appetitive behavior, including alcohol drinking behavior. Prior to joining the NIH as Scientific Director in 2000, Dr. Kunos served as Professor and Chair of the Department of Pharmacology & Toxicology at Virginia Commonwealth University in Richmond, VA. He previously held the role as Professor of Pharmacology and Medicine at McGill University. Dr. Kunos received his M.D. from Semmelweis University in Budapest, Hungary, and a Ph.D. in pharmacology from McGill University in Montreal, Canada. He is an elected Fellow of the American Heart Association and a foreign member of the Hungarian Academy of Sciences.

 

Joseph (Yossi) Tam, D.M.D., Ph.D.

 

Dr. Joseph (Yossi) Tam has served on our scientific advisory board since October 2018. Dr. Tam is director of Hebrew University’s Multidisciplinary Center on Cannabinoid Research, one of the world’s leading institutes for conducting and coordinating research about cannabinoids, endocannabinoids and medical cannabis. Dr. Tam is also head of the Obesity and Metabolism Laboratory at the Hebrew University’s Institute for Drug Research in the Faculty of Medicine, and serves as a senior lecturer in the Department of Pharmacology at the Hebrew University. Dr. Tam’s research projects over the past fourteen years has crossed subjects, disciplines and methodologies, yet the main research interests are focused on the different pathophysiological aspects of the endocannabinoid system. Dr. Tam received his Ph.D., D.M.D., M.Sc. and B.Med.Sc. from The Hebrew University of Jerusalem in Israel.

 

Dr. Robert Spiera, M.D.

 

Dr. Robert Spiera has served on our scientific advisory board since October 2017. Dr. Spiera is the Director of the Vasculitis and Scleroderma Program at the Hospital for Special Surgery. He is the principal investigator in several clinical trials and observational studies focusing on Scleroderma and Vasculitis. Dr. Spiera specializes in the treatment of various rheumatologic conditions including Scleroderma, Vasculitis, Systemic Lupus Erythematosus, Wegener’s Granulomatosis, Rheumatoid Arthritis, and many other conditions. He has authored over 70 publications relating to Scleroderma, Vasculitis, and other rheumatic diseases. Dr. Spiera received his MD from Yale University School of Medicine, completed his residency in internal medicine at NY Hospital and his fellowship in rheumatology at the Hospital for Special Surgery in New York.

 

Yair Levy, M.D.

 

Dr. Yair Levy has served on our scientific advisory board since October 2017. Dr. Levy is the Head of the Department of Internal Medicine at Tel Aviv University – Sackler Faculty of Medicine. He has also served as the Head of the Department of Medicine at Meir Medical Center in Israel and in various positions at The Chaim Sheba Medical Center in Israel, most recently serving as the Deputy Head of the Department of Medicine. In addition, Dr. Levy has been a principal investigator for approximately 40 clinical trials in the area of rheumatologic diseases. Dr. Levy received his M.D. and B.Sc. from Technion Medical School in Haifa, Israel.

 

Composition of our Board of Directors

 

Our board of directors currently consists of four members.

 

In accordance with our certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms then expire will be elected to serve until the annual meeting that is three years following the election. Our directors are divided among the three classes as follows:

 

Class A: Robert J. Gibson and Ira Scott Greenspan, with terms expiring in one year;

 

Class B: Joshua R. Lamstein, with a term expiring in two years;

 

Class C: Morris C. Laster, M.D., with a term expiring in three years.

 

Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation or removal. There are no family relationships among any of our directors or executive officers.

 

Our certificate of incorporation provides that the authorized number of directors comprising our board of directors shall be fixed by a majority of the total number of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the classes as nearly equally as possible.

 

Director Independence

 

Currently ___________________ would each be considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

 

Audit Committee

 

Effective as of the date of this prospectus, we will establish an audit committee of the board of directors, which will consist of ________________, each of whom is an independent director under Nasdaq’s listing standards. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

 

 53 

 

 

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

 

discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

 

discussing with management major risk assessment and risk management policies;

 

monitoring the independence of the independent auditor;

 

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

 

inquiring and discussing with management our compliance with applicable laws and regulations;

 

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

 

appointing or replacing the independent auditor;

 

determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and

 

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies.

 

Financial Experts on Audit Committee

 

The audit committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under Nasdaq listing standards. Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

 

In addition, we must certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. The board of directors has determined that Messrs. Buckel and Weild qualify as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

 

Compensation Committee

 

Effective as of the date of this prospectus, we will establish a compensation committee of the board of directors, which will consist of ________________, each of whom is an independent director under Nasdaq’s listing standards. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

 

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Co-Chairman and Chief Executive Officer’s compensation, evaluating our Co-Chairman and Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Co-Chairman and Chief Executive Officer’s based on such evaluation;

 

reviewing and approving the compensation of all of our other executive officers (including through our management services agreements described below);

 

reviewing our executive compensation policies and plans;

 

implementing and administering our incentive compensation equity-based remuneration plans;

 

assisting management in complying with our proxy statement and annual report disclosure requirements;

 

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

 

 54 

 

 

if required, producing a report on executive compensation to be included in our annual proxy statement; and

 

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors;

 

implementing and administering our incentive compensation equity-based remuneration plans;

 

assisting management in complying with our proxy statement and annual report disclosure requirements;

 

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

 

if required, producing a report on executive compensation to be included in our annual proxy statement; and

 

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

 

Nominating Committee

 

Effective as of the date of this prospectus, we will establish a nominating committee of the board of directors, which will consist of ________________, each of whom is an independent director under Nasdaq’s listing standards. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, stockholders, investment bankers and others.

 

The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

 

should have demonstrated notable or significant achievements in business, education or public service;

 

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

 

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

 

The Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.

 

Code of Business Conduct and Ethics

 

By the effective date of this prospectus, we will have adopted a code of business conduct and ethics. We intend to adopt a code that will apply to all of our employees, officers and directors, including those officers responsible for financial reporting. We plan to make the code of business conduct and ethics be available on our website. We expect that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

 

 55 

 

  

Executive Compensation

  

Summary Compensation Table

 

The following table sets forth the compensation paid or accrued during the fiscal years ended December 31, 2018 and December 31, 2017 to our named executive officers.

 

Name and Principal Position  Year  Salary Bonus Awards Compensation(1) Total 
Morris C. Laster, M.D.  2018   -    -    -   $120,000   $120,000 
Co-Chairman and Chief Executive Officer  2017   -    -    -   $40,000   $40,000 
                             
Joshua R. Lamstein  2018   -    -    -   $40,000   $40,000 
Co-Chairman  2017   -    -    -   13,333   13,333 
                             
Robert J. Gibson  2018   -    -    -   40,000   40,000 
Vice Chairman  2017   -    -    -   13,333   13,333 
                             
Daniel J. Politzer  2018   -    -    -   40,000  

40,000 
Chief Financial Officer and Chief Operating Officer  2017   -    -    -   13,333   $13,333 

 

(1)See Narrative to Summary Compensation Table below.

 

Narrative to Summary Compensation Table

 

Compensation Arrangements with Our Named Executive Officers

 

We obtain the services of our named executive officers under two management services agreements.

 

The services of our Co-Chairman and Chief Executive Officer, Dr. Morris C. Laster, are provided pursuant to the Clil MSA. Under this agreement, we pay Clil a monthly management services fee for Dr. Laster’s services and we reimburse reasonable and properly documented out-of-pocket expenses. We paid management services fees to Clil in the amount of $40,000 and $120,000 in 2017 and 2018, respectively.

 

The services of our Co-Chairman, Joshua R. Lamstein, Vice Chairman, Robert J. Gibson, and Chief Financial Officer/Chief Operating Officer, Daniel J. Politzer, are provided pursuant to the Portfolio Services MSA. Under this agreement, we pay Portfolio Services a monthly management services fee for management, advisory and administrative services. We paid management services fees to Portfolio Services in the amount of $40,000 and $120,000 in 2017 and 2018, respectively.

 

See “Business – Employees” for a further discussion of the Clil MSA and Portfolio Services MSA.

 

Outstanding Equity Awards at Fiscal Year End

 

We have not granted any options to our named executive officers.

 

Director Compensation

 

Prior to the effective date of this prospectus, we did not have any outside directors and, accordingly, have not paid any compensation to our directors for serving as directors.

 

2018 Equity Incentive Plan

 

On September 24, 2018, our board of directors and stockholders adopted our 2018 Equity Incentive Plan. The stock plan is designed to enable us to offer our employees, officers, directors and consultants whose past, present and/or potential contributions to us have been, are or will be important to our success, an opportunity to acquire a proprietary interest in us. The various types of incentive awards that may be provided under the stock plan are intended to enable us to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of our business. The stock plan reserves 1,000,000 shares of common stock for issuance in accordance with the stock plan’s terms.

 

All of our officers, directors, employees and consultants, as well as those of our subsidiaries, are eligible to be granted awards under the stock plan. An incentive stock option may be granted under the stock plan only to a person who, at the time of the grant, is an employee of ours or our subsidiaries. 175,000 options have been granted under the stock plan as of the date of this prospectus. All awards are subject to approval by the board of directors.

 

Administration

 

The stock plan is administered by our board of directors. Subject to the provisions of the stock plan, the board of directors determines, among other things, the persons to whom from time to time awards may be granted, the specific type of awards to be granted, the number of shares subject to each award, share prices, any restrictions or limitations on the awards, and any vesting, exchange, deferral, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions related to the awards.

 

Stock Subject to the Plan

 

Shares of stock subject to other awards that are forfeited or terminated will be available for future award grants under the stock plan. Shares of common stock that are surrendered by a holder or withheld by the Company as full or partial payment in connection with any award under the Plan, as well as any shares of Common Stock surrendered by a Holder or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any award under the Plan, shall not be available for subsequent awards under the Plan.

 

 56 

 

 

Under the stock plan, on a change in the number of shares of common stock as a result of a dividend on shares of common stock payable in shares of common stock, common stock forward split or reverse split or other extraordinary or unusual event that results in a change in the shares of common stock as a whole, the terms of the outstanding award will be proportionately adjusted.

 

Eligibility

 

Awards may be granted under the stock plan to employees, officers, directors and consultants who are deemed to have rendered, or to be able to render, significant services to us and who are deemed to have contributed, or to have the potential to contribute, to our success.

 

Types of Awards

 

Options. The stock plan provides both for “incentive” stock options as defined in Section 422 of the Code and for options not qualifying as incentive options, both of which may be granted with any other stock based award under the stock plan. The board determines the exercise price per share of common stock purchasable under an incentive or non-qualified stock option, which may not be less than 100% of the fair market value on the day of the grant or, if greater, the par value of a share of common stock. However, the exercise price of an incentive stock option granted to a person possessing more than 10% of the total combined voting power of all classes of stock may not be less than 110% of the fair market value on the date of grant. The aggregate fair market value of all shares of common stock with respect to which incentive stock options are exercisable by a participant for the first time during any calendar year, measured at the date of the grant, may not exceed $100,000 or such other amount as may be subsequently specified under the Code or the regulations thereunder. An incentive stock option may only be granted within a ten-year period commencing on _______________ and may only be exercised within ten years from the date of the grant, or within five years in the case of an incentive stock option granted to a person who, at the time of the grant, owns common stock possessing more than 10% of the total combined voting power of all classes of our stock. Subject to any limitations or conditions the board may impose, stock options may be exercised, in whole or in part, at any time during the term of the stock option by giving written notice of exercise to us specifying the number of shares of common stock to be purchased. The notice must be accompanied by payment in full of the purchase price, either in cash or, if provided in the agreement, in our securities or in combination of the two.

 

Generally, stock options granted under the stock plan may not be transferred other than by will or by the laws of descent and distribution and all stock options are exercisable during the holder’s lifetime, or in the event of legal incapacity or incompetency, the holder’s guardian or legal representative. If the holder is an employee, no stock options granted under the stock plan may be exercised by the holder unless he or she is employed by us or a subsidiary of ours at the time of the exercise and has been so employed continuously from the time the stock options were granted. However, in the event the holder’s employment is terminated due to disability, the holder may still exercise his or her vested stock options for a period of 12 months or such other greater or lesser period as the board may determine, from the date of termination or until the expiration of the stated term of the stock option, whichever period is shorter. Similarly, should a holder die while employed by us or a subsidiary of ours, his or her legal representative or legatee under his or her will may exercise the decedent holder’s vested stock options for a period of 12 months from the date of his or her death, or such other greater or lesser period as the board may determine or until the expiration of the stated term of the stock option, whichever period is shorter. If the holder’s employment is terminated due to normal retirement, the holder may still exercise his or her vested stock options for a period of 12 months from the date of termination or until the expiration of the stated term of the stock option, whichever period is shorter. If the holder’s employment is terminated for any reason other than death, disability or normal retirement, the stock option will automatically terminate, except that if the holder’s employment is terminated without cause, then the portion of any stock option that is vested on the date of termination may be exercised for the lesser of three months after termination of employment, or such other greater or lesser period as the board may determine but not beyond the balance of the stock option’s term.

 

Stock Appreciation Rights. Under the stock plan, stock appreciation rights may be granted to participants who have been, or are being, granted stock options under the stock plan as a means of allowing the participants to exercise their stock options without the need to pay the exercise price in cash or without regard to the grant of options. A stock appreciation right entitles the holder to receive an amount equal tote excess of the fair market value of a share of common stock over the grant price of the award which cannot be less than the fair market value of a share at the time of grant.

 

Restricted Stock. Under the stock plan, shares of restricted stock may be awarded either alone or in addition to other awards granted under the stock plan. The board determines the persons to whom grants of restricted stock are made, the number of shares to be awarded, the price if any to be paid for the restricted stock by the person receiving the stock from us, the time or times within which awards of restricted stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the restricted stock awards.

 

Restricted stock awarded under the stock plan may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of, other than to us, during the applicable restriction period. In order to enforce these restrictions, the stock plan provides that all shares of restricted stock awarded to the holder remain in our physical custody until the restrictions have terminated and all vesting requirements with respect to the restricted stock have been fulfilled. Except for the foregoing restrictions, the holder will, even during the restriction period, have all of the rights of a stockholder, including the right to receive and retain all regular cash dividends and other cash equivalent distributions as we may designate, pay or distribute on the restricted stock and the right to vote the shares.

 

 57 

 

 

Other Stock-Based Awards. Under the stock plan, other stock-based awards may be granted, subject to limitations under applicable law, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock, as deemed consistent with the purposes of the stock plan. These other stock-based awards may be in the form of deferred stock awards and stock issued in lieu of bonuses. These other stock-based awards may include performance shares or options, whose award is tied to specific performance criteria. These other stock-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the stock plan.

 

Other Limitations. The board may not modify or amend any outstanding option or stock appreciation right to reduce the exercise price of such option or stock appreciation right, as applicable, below the exercise price as of the date of grant of such option or stock appreciation right.

 

 58 

 

 

Certain Transactions

 

Other than compensation arrangements, we describe below transactions and series of similar transactions, since our inception, to which we were a party or will be a party, in which:

 

the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and

 

any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.

 

Our Co-Chairman and Chief Executive Officer provides services to us pursuant to the Clil MSA. Under this agreement, we pay a monthly management services fee to Clil and we reimburse reasonable and properly documented out-of-pocket expenses. The Clil MSA went into effect on September 1, 2017 with a monthly management services fee of $10,000 per month. Effective as of January 1, 2019, the Clil MSA was amended to increase the monthly management services fee to $25,000 per month.

 

We obtain management and administrative services, including the services of our Co-Chairman, Vice Chairman and Chief Financial Officer/Chief Operating Officer, pursuant to the Portfolio Services MSA. Under this agreement, we pay a monthly management services fee and a monthly fee for the provision of office space and facilities to the company to Portfolio Services and we reimburse reasonable and properly documented out-of-pocket expenses. The Portfolio Services MSA went into effect on September 1, 2017 with a monthly management services fee of $10,000 per month. Effective as of July 1, 2018, the Portfolio Services MSA was amended to add a $1,500 per month fee for the provision of office space and facilities to the company, which was subsequently increased to $3,000 per month effective May 1, 2019. Effective as of January 1, 2019, the Portfolio Services MSA was subsequently amended to increase the monthly management services fee to $25,000 per month (exclusive of the $3,000 fee related to office space and facilities).

 

HCFP LLC, an affiliate of three of our directors, has, from time to time, paid certain expenses on our behalf, which have been subsequently reimbursed by us.

 

HCFP/Strategy Advisors LLC, also an affiliate of three of our directors, has provided strategic and management consulting services to us, for which we have expensed and paid an aggregate of $100,000 to date in 2019.

 

In March 2019, we entered into an agreement with HCFP/Capital Markets LLC, of which one of our directors is an officer and director, to serve as the exclusive placement agent in a private offering of our securities. Under the agreement, we have agreed to pay fees in the amount of $50,000 and placement agent fees and a non-accountable expense allowance equal to 8% and 2%, respectively, of the gross proceeds raised in such offering.

 

 59 

 

 

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

 

The following table sets forth information regarding the beneficial ownership of our shares of common stock as of the date of this prospectus and as adjusted to reflect the sale of all of the units offered by this prospectus (assuming none of the individuals listed purchase shares in this offering), by:

 

each person known by us to be the beneficial owner of more than 5% of our outstanding shares;

 

each of our executive officers and directors; and

 

all of our executive officers and directors as a group.

 

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. Additionally, except as otherwise indicated, beneficial ownership reflected in the table has been determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

 

          Approximate Percentage  
    Amount and     of Outstanding Shares  
    Nature of     of Common Stock  
    Beneficial     Prior to     After  
Name and Address of Beneficial Owner (1)   Ownership     Offering     Offering  
5% Stockholders                        
HCFP/Capital Partners 18B-1 LLC     1,800,000       14.6 %      
                         
Directors and Executive Officers                        
Morris C. Laster, M.D.     4,926,000       39.9 %        
Ira Scott Greenspan (2)     1,953,334       15.8 %        
Joshua R. Lamstein (3)     1,866,197       15.1 %        
Robert J. Gibson (4)     265,386       2.1 %        
Daniel J. Politzer     34,334       0.3 %        
                         
All directors and executive officers as a group (5 individuals) (2)(3)(4)     7,245,251       58.6 %        

 

(1)Unless otherwise indicated, the business address of each of the individuals is 420 Lexington Avenue, Suite 300, New York, New York 10170.

 

(2)Includes shares held by HCFP/Capital Partners 18B-1 LLC, of which Mr. Greenspan is a member and co-manager, and HCP/Advest LLC, of which Mr. Greenspan is a member and sole manager. Accordingly, he is deemed to have shared voting and dispositive power and sole voting and dispositive power over the shares held by HCFP/Capital Partners 18B-1 LLC and HCP/Advest LLC, respectively. Mr. Greenspan disclaims beneficial ownership of shares held by these entities, except to the extent of his proportionate pecuniary interest therein.

 

(3)Includes shares held by HCFP/Capital Partners 18B-1 LLC, of which Mr. Lamstein is a member and co-manager. Accordingly, he is deemed to have shared voting and dispositive power over the shares held by this entity. Mr. Lamstein disclaims beneficial ownership of shares held by this entity, except to the extent of his proportionate pecuniary interest therein. Also, includes an aggregate of 3,000 shares held by Mr. Lamstein's children.

 

(4) Includes shares held by Dayber Snow LLC, of which Mr. Gibson is a member and co-manager, and HCFP Inc., of which Mr. Gibson is an Executive Vice President. Mr. Gibson is deemed to have shared voting and dispositive power over the shares held by Dayber Snow LLC and sole voting and dispositive power over the shares held by HCFP Inc. Mr. Gibson disclaims beneficial ownership of shares held by these entities, except to the extent of his proportionate pecuniary interest therein. Also includes an aggregate of 2,000 shares held by Mr. Gibson's children.

  

HCFP and affiliates and Dr. Morris C. Laster may be deemed to be our “founders” and “promoters”, as such terms are defined under the federal securities laws.

 

 60 

 

 

Description of Securities

 

General

 

Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value, and 20,000,000 shares of preferred stock, $0.001 par value. As of June 7, 2019, there were 12,359,855 shares of common stock outstanding and no shares of preferred stock outstanding. The following description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all the information that is important to you.

 

Series A Units

 

Each Series A Unit consists of one share of our common stock and two Series A Warrants. Each Series A Warrant entitles the holder to purchase one Series B Unit.

 

We anticipate that the Series A Units will begin trading on Nasdaq on or promptly after the date of this prospectus. Each of our shares of common stock and Series A Warrants contained in the Series A Units will be able to be traded separately on July 1, 2020, unless we elect to allow such separate trading at an earlier date. Once the shares of common stock and Series A Warrants commence separate trading, holders will have the option to continue to hold Series A Units or separate their Series A Units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the Series A Units into shares of common stock and Series A Warrants. The exercise price of the Series A Warrant is $___ and the exercise price of the Series B Warrant is $___.

 

Prior to this offering, there has been no public market for our units, shares of common stock or warrants. We intend to apply to have our Series A Units, Series A Warrants and shares of common stock listed on Nasdaq under the symbols “______”, “___” and “__”.

 

Series B Units

 

Each Series B Unit consists of one share of common stock and one Series B Warrant. Each Series B Warrant entitles the holder to purchase one share of common stock.

 

We intend to have our Series B Units listed on Nasdaq, on or promptly after the date the Series A Warrants can be exercised. Each of our shares of common stock and Series B Warrants contained in the Series B Units will be able to be traded separately on April 1, 2021, unless we elect to allow such separate trading at an earlier date. Once the shares of common stock and Series B Warrants commence separate trading, holders will have the option to continue to hold Series B Units or separate their Series B Units into the component securities.

 

Common Stock

 

As of the date of this prospectus, there were 12,359,855 shares of common stock outstanding. We anticipate our shares of common stock will commence trading on Nasdaq on or promptly after the date of this prospectus.

 

Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Our board of directors is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Holders of our common stock are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.

 

Upon our dissolution, liquidation or winding up, holders of our common stock are entitled to share ratably in our net assets legally available after the payment of all our debts and other liabilities, subject to the preferential rights of any preferred stock then outstanding. Holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

 

 61 

 

 

Preferred Stock

 

Our board of directors is authorized, without action by the stockholders, to designate and issue up to an aggregate of 20,000,000 shares of preferred stock in one or more series. Our board of directors can designate the rights, preferences and privileges of the shares of each series and any of its qualifications, limitations or restrictions. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible future financings and acquisitions and other corporate purposes, could, under certain circumstances, have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying, deferring or preventing a change in control of our company, which might harm the market price of our common stock. See also “Certain Anti-Takeover Provisions of our Certificate of Incorporation and By-Laws”.

 

Our board of directors will make any determination to issue such shares based on its judgment as to our company’s best interests and the best interests of our stockholders. We have no shares of preferred stock outstanding.

 

Series A and Series B Warrants

 

Each Series A Warrant entitles the holder to purchase at a price of $____ per Series A Warrant one Series B Unit. The Series A Warrant will become exercisable on October 1, 2020 and will expire on October 1, 2025 or earlier upon redemption.

 

Each Series B Warrant entitles the holder to purchase one share of common stock at an exercise price of $____ per share. The Series B Warrant will become exercisable on September 1, 2021 and will expire on September 1, 2026, or earlier upon redemption.

 

No Series A Warrant or Series B Warrant will be exercisable for cash unless we have an effective and current registration statement covering the securities issuable upon exercise of such warrants and a current prospectus relating to such securities. Notwithstanding the foregoing, if a registration statement covering the securities issuable upon exercise of a warrant has not been declared effective by the date upon which such warrants become exercisable, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise their warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. If cashless exercise is permitted, each holder of our warrants exercising on a cashless basis would pay the exercise price by surrendering their warrants for that number of securities equal to the quotient obtained by dividing: (x) the product of the number of securities underlying the warrants, and the difference between the “fair market value” and the warrant exercise price by (y) the fair market value. For these purposes, fair market value will mean the volume weighted average price of the securities as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the warrant agent from the holder of such warrants or securities broker or intermediary. In the absence of any trading of the Series B Units upon the exercise of the Series A Warrants, the fair market value of the Series B Units will be determined by the board of directors.

 

Commencing on October 1, 2021 and September 1, 2022, we may redeem the outstanding Series A Warrants and Series B Warrants, respectively, at our option, in whole or in part, at a price of $0.001 per warrant:

 

at any time while the warrants are exercisable;

 

upon a minimum of 30 days’ prior written notice of redemption;

 

if, and only if, the volume weighted average price per share of our common stock equals or exceeds $_____ for the Series A Warrants and $____ for the Series B Warrants (subject to adjustment) for the 20 trading days ending two trading days prior to the sending of the notice; and

 

if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants commencing five business days prior to the 20-day trading period and continuing each day thereafter until the date of redemption.

 

If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the shares of our common stock may fall below the respective trigger prices for redemption as well as the respective warrant exercise prices after the redemption notices are issued.

 

The redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of a redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

 

A holder of a warrant may notify us in writing if it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.9% of the shares of common stock outstanding immediately after giving effect to such exercise.

 

 62 

 

 

If the number of outstanding shares of common stock is increased by a stock dividend payable in shares of common stock, or by a split-up of shares of common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of common stock.

 

If the number of outstanding shares of our common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of common stock.

 

Whenever the number of shares of common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of common stock purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of common stock so purchasable immediately thereafter.

 

In case of any reclassification or reorganization of the outstanding shares of common stock (other than those described above or that solely affects the par value of such shares of common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, in lieu of the shares of our common stock immediately theretofore purchasable and receivable upon the exercise of the warrants the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event.

 

The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer and Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.

 

 63 

 

 

The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

 

No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will comply with Section 155 of the Delaware General Corporation Law (which provides that Delaware companies shall either (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share).

 

Private Placement Warrants

 

We have issued 2,000,000 warrants as part of a private placement in which we sold units consisting of a share of common stock and two warrants, each such warrant exercisable for a share of common stock at an exercise price of $1.00 per share. These warrants expire on July 31, 2023. We have the right to provide holders of these warrants with a ten-day notice to exercise the warrants. If the warrants are not exercised following this ten-day notice period, or such later date set by us, the warrants can only be exercised prior to the expiration date if a Fundamental Transaction, as defined in the warrants, occurs, primarily a change of control transaction. If the warrants are not exercised and we become a reporting company under the Securities Exchange Act of 1934, as amended, which will occur upon the effectiveness of the registration statement in which this prospectus is a part, these warrants will be automatically exchanged on a one for one basis for a Series A Warrant. On May 6, 2019, we provided the ten-day notice to exercise the warrants and a total of 859,855 warrants were exercised in connection with such notice generating $859,855 in exercise proceeds. The remaining 1,140,145 warrants that were not exercised will be automatically exchanged for 1,140,145 Series A Warrants upon closing of this offering.

 

Unit Purchase Options

 

As part of its compensation for serving as underwriters in this offering, the underwriters will receive unit purchase options exercisable for five (5) years entitling them to purchase for cash ____ Series A Units, at an exercise price of $___. Such underwriter unit purchase options will be subject to FINRA Rule 5110(g). See “Underwriting.”

 

Repurchases

 

We may seek to repurchase our outstanding securities from time to time in market or private transactions.

 

 64 

 

 

Dividends

 

We have not paid any cash dividends on our shares of common stock to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition and will be within the discretion of our board of directors. It is the current intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future.

 

Our Transfer Agent and Warrant Agent

 

The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer and Trust Company, or Continental. We have agreed to indemnify Continental in its roles as transfer agent and warrant agent, its agents and each of its shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity.

 

Continental has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any or Continental, monies in, the cash collateral account, and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the cash collateral account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the cash collateral account and not against the any monies in the cash collateral account or interest earned thereon.

 

Listing/Quotation of our Securities

 

Prior to this offering, there has been no public market for our units, shares of common stock or warrants. We intend to apply to have our Series A Units, Series A Warrants and shares of common stock listed on Nasdaq under the symbols “______”, “___” and “__”. The common stock and Series A Warrants comprising the Series A Units will begin separate trading on ____, unless we elect to allow such separate trading at an earlier date. At such time as the Series A Warrants can be exercised, we also intend to have our Series B Units and Series B Warrants listed on Nasdaq under the symbols “______”, and “___”.

 

Certain Anti-Takeover Provisions of our Certificate of Incorporation and Bylaws

 

Special meeting of stockholders

 

Our By-Laws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors.

 

Preferred stock

 

Our certificate of incorporation provides authorizing the issuance of “blank check” preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval.

 

Exclusive Forum

 

Our By-Laws provide that the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law, the Certificate of Incorporation or the By-Laws or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. This provision of our bylaws shall not apply to any claim brought to enforce any duty or liability arising under the Securities Act or the Security Exchange Act of 1934, as amended. Although we believe this bylaw benefits our company by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the bylaw may have the effect of discouraging lawsuits against our officers and directors.

 

 65 

 

 

Shares Eligible for Future Sale

 

Immediately after this offering, we will have ___________ shares of common stock outstanding. Of these shares, the ____________ shares of common stock sold in this offering as part of the Series A Units will be freely tradable without restriction or further registration under the Securities Act once the securities comprising the Series A Units are eligible to trade separately, except for the shares included in any Series A Units purchased in this offering by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of our remaining shares are restricted securities under Rule 144 since they were issued in private placements not involving a public offering. Such restricted shares would be available for sale in the public markets subject to Rule 144 and the contractual lock-up agreements described below. Taking into account these lock-up agreements, our remaining __________ shares, other than the __________ shares being registered in the Selling Shareholder Prospectus, will be saleable in the public markets beginning on the first business day following the three-year anniversary date of the initial trading date of our securities on an exchange or through a quotation service that requires the shares to be registered under the Securities Act, subject to any releases from such contractual lock-up agreements.

 

Rule 144

 

A person who has beneficially owned restricted shares of common stock or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of the subject company at the time of, or at any time during the three months preceding, a sale and (ii) the subject company is subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned restricted shares of common stock for at least six months but who are an affiliate of the subject company at the time of, or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

 

·1% of the number of shares of common stock then outstanding, which will equal _____ shares of our common stock immediately after this offering (or _____ shares of our common stock immediately after this offering if the over-allotment option is exercised in full); and

​ 

·the average weekly trading volume of the shares of common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

​ 

Sales under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about the subject company.

 

Lock-Up Agreements

 

The shares of common stock, warrants, and shares issuable upon exercise of the warrants we issued prior to this offering are each subject to transfer restrictions set forth in letter agreements among us and the holders of such securities. These transfer restrictions provide that such securities are not transferable or salable until the first business day following the three-year anniversary date of the initial trading date of our securities on an exchange or through a quotation service that requires the shares to be registered under the Securities Exchange Act of 1934, as amended. Notwithstanding the foregoing, we intend to release _____ of these shares from the restriction upon the date of this prospectus, none of which are held by officers, directors and/or holders of 5% or more of our outstanding shares of common stock. All shares released are being registered for resale in the concurrent resale registration statement. Our underwriters have agreed to exclude these shares from any lock-up restrictions they may impose. In addition, our underwriters have entered into lock-up agreements with certain stockholders. See “Underwriting.

 

Registration Statements on Form S-8

 

Upon completion of this offering, we intend to file a registration statement on Form S-8 under the Securities Act to register all of the shares of common stock issued or reserved for issuance under our equity incentive plan. Shares covered by this registration statement will be eligible for sale in the public market, upon the expiration or release from the terms of the lock-up agreements and subject to vesting of such shares.

 

 66 

 

 

UNDERWRITING

 

We are offering the Series A Units described in this prospectus through the underwriters named below. The Benchmark Company, LLC is acting as representative of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, the underwriters have agreed to purchase, and we have agreed to sell to the underwriters, the number of Series A Units listed next to each of its name in the following table:

 

Underwriter   Number of Series A Units  
The Benchmark Company, LLC        
Total        

  

The underwriters are committed to purchase all the units offered by us other than those covered by the option to purchase additional units as described below, if they purchase any units. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificates and legal opinions.

 

The underwriters are offering the units, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

 

We have granted the underwriters an over-allotment option. This option, which is exercisable for up to 45 days after the date of this prospectus, permits the underwriters to purchase a maximum of  ___ additional units from us to cover over-allotments. If the underwriters exercise all or part of this option, they will purchase units covered by the option at the public offering price that appears on the cover page of this prospectus, less the underwriting discount. If this option is exercised in full, the total price to the public will be $___ million and the total proceeds to us, after deducting the underwriting discount and the underwriter’s non-accountable expense allowance but before other expenses, will be $___ million.

 

Sales of units made outside of the United States may be made by affiliates of the underwriters. Upon execution of the underwriting agreement, the underwriters will be obligated to purchase the units at the prices and upon the terms stated therein, and, as a result, will thereafter bear any risk associated with changing the offering price to the public or other selling terms.

 

The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option:

  

   Per Unit   Without
Over-Allotment
   With
Over-Allotment
 
Public offering price  $    $    $  
Underwriting discount  $    $    $  
Proceeds, before expenses, to us               

 

The underwriting agreement provides that the underwriters must buy all of the units if they buy any of them.

 

Our units are offered subject to a number of conditions, including:

 

receipt and acceptance of our units by the underwriters; and

 

the underwriters’ right to reject orders in whole or in part.

 

In connection with this offering, the underwriters or securities dealers may distribute prospectuses electronically.

 

 67 

 

 

Underwriting Discount

 

Units sold by the underwriters to the public will initially be offered at the initial offering price set forth on the cover of this prospectus. All investors in this offering will pay the same price and receive the same terms. Any Series A Units sold by the underwriters to securities dealers may be sold at a discount of up to $0.___ per unit from the initial public offering price and the dealers may reallow a concession not in excess of $0.___ per unit. Sales of units made outside of the United States may be made by affiliates of the underwriters. Upon execution of the underwriting agreement, the underwriters will be obligated to purchase the units at the prices and upon the terms stated therein, and, as a result, will thereafter bear any risk associated with changing the offering price to the public or other selling terms.

 

Unit Purchase Options

 

The underwriters will be issued unit purchase options exercisable for _____ Series A Units at an exercise price of $____ per unit. Such unit purchase options will be subject to FINRA Rule 5110(g). Under FINRA Rule 5110(g), the underwriter unit purchase options and any securities issued upon exercise of the underwriter purchase options shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days from the effective date of this prospectus, except the transfer of any security:

 

·by operation of law or by reason of reorganization of the Company;

 

·to any FINRA member firm participating in the offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restriction set forth below for the remainder of the time period;

 

·if the aggregate amount of securities of the Company held by the holder of the underwriter purchase options or related persons do not exceed 1% of the securities being offered;

 

·that is beneficially owned on a pro rata basis by all equity owners of an investment fund; provided, that no participating member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10% of the equity in the fund; or

 

·the exercise or conversion of any security, if all securities received remain subject to the lock-up restriction set forth above for the remainder of the time period.

 

Lock-up Arrangements

 

Our officers, directors, and/or holders of 5% or more of our outstanding shares of common stock have agreed with our underwriters not to sell, transfer or otherwise dispose of any of the securities of the Company which they hold prior to or at the closing of the offering under this prospectus until 180 days from the date of this prospectus.

 

Indemnification

 

We have agreed to indemnify the underwriters against certain liabilities, including certain liabilities under the Securities Act. If we are unable to provide this indemnification, we have agreed to contribute to payments the underwriter may be required to make in respect of those liabilities.

 

Determination of Offering Price

 

Prior to this offering, there was no public market for our units, warrants and our shares of common stock. The initial public offering price will be determined by negotiation between us and the representative of the underwriters. The principal factors to be considered in determining the initial public offering price include:

 

the information set forth in this prospectus and otherwise available to the representative;

 

our history and prospects and the history and prospects for the industry in which we compete;

 

our past and present financial performance;

 

our prospects for future earnings and the present state of our development;

 

the general condition of the securities market at the time of this offering;

 

the recent market prices of, and demand for, publicly traded units of generally comparable companies; and

 

other factors deemed relevant by the underwriters and us.

 

The estimated public offering price range set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market will develop for our units, warrants or common stock or that the units will trade in the public market at or above the initial public offering price.

 

 68 

 

 

Price Stabilization, Short Positions

 

In connection with this offering, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of units during and after this offering, including:

 

stabilizing transactions;

 

short sales;

 

purchases to cover positions created by short sales;

 

imposition of penalty bids; and

 

syndicate covering transactions.

 

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our units while this offering is in progress. Stabilization transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. These transactions may also include making short sales of our units, which involve the sale by the underwriters of a greater number of units than they are required to purchase in this offering and purchasing units on the open market to cover short positions created by short sales. Short sales may be “covered short sales,” which are short positions in an amount not greater than the underwriters’ option to purchase additional units referred to above, or may be “naked short sales,” which are short positions in excess of that amount.

 

The underwriters may close out any covered short position by either exercising their option, in whole or in part, or by purchasing units in the open market. In making this determination, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option.

 

Naked short sales are short sales made in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the units in the open market that could adversely affect investors who purchased in this offering.

 

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the representative of the underwriters a portion of the underwriting discount received by it because the representative has repurchased units sold by or for the account of that underwriter in stabilizing or short covering transactions.

 

These stabilizing transactions, short sales, purchases to cover positions created by short sales, the imposition of penalty bids and syndicate covering transactions may have the effect of raising or maintaining the market price of our units or preventing or retarding a decline in the market price of our units. As a result of these activities, the price of our units may be higher than the price that otherwise might exist in the open market. The underwriters may carry out these transactions on the Nasdaq, in the over-the-counter market or otherwise. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the units. Neither we, nor the underwriters, make any representation that the underwriter will engage in these stabilization transactions or that any transaction, once commenced, will not be discontinued without notice.

 

Additional Future Arrangements

 

We are not under any contractual obligation to engage any of the underwriters to provide any services for us after this offering, and have no present intent to do so. However, the underwriters may assist us in raising additional capital in the future. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any underwriter and no fees for such services will be paid to any underwriter prior to the date that is 90 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriter’s compensation in connection with this offering.

 

Electronic Distribution

 

A prospectus in electronic format may be made available on Internet sites or through other online services maintained by the underwriters participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of units for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied upon by investors.

  

 69 

 

 

Selling Restrictions

 

Notice to Prospective Investors in Canada

 

Resale Restrictions

 

We intend to distribute our securities in the Province of Ontario, Canada (the “Canadian Offering Jurisdiction”) by way of a private placement and exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in such Canadian Offering Jurisdiction. Any resale of our securities in Canada must be made under applicable securities laws that will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Canadian resale restrictions in some circumstances may apply to resales of interests made outside of Canada. Canadian purchasers are advised to seek legal advice prior to any resale of our securities. We may never be a “reporting issuer,” as such term is defined under applicable Canadian securities legislation, in any province or territory of Canada in which our securities will be offered and there currently is no public market for any of the securities in Canada, and one may never develop. Canadian investors are advised that we have no intention to file a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of the securities to the public in any province or territory in Canada.

 

Representations of Purchasers

 

A Canadian purchaser will be required to represent to us and the dealer from whom the purchase confirmation is received that:

 

the purchaser is entitled under applicable provincial securities laws to purchase our securities without the benefit of a prospectus qualified under those securities laws;

 

where required by law, that the purchaser is purchasing as principal and not as agent;

 

the purchaser has reviewed the text above under Resale Restrictions; and

 

the purchaser acknowledges and consents to the provision of specified information concerning its purchase of our securities to the regulatory authority that by law is entitled to collect the information.

 

Rights of Action — Ontario Purchasers Only

 

Under Ontario securities legislation, certain purchasers who purchase a security offered by this prospectus during the period of distribution will have a statutory right of action for damages, or while still the owner of our securities, for rescission against us in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for our securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for our securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any action exceed the price at which our securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of our securities as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.

 

Enforcement of Legal Rights

 

All of our directors and officers as well as the experts named herein are located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All of our assets and the assets of those persons are located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

 

 70 

 

 

Collection of Personal Information

 

If a Canadian purchaser is resident in or otherwise subject to the securities laws of the Province of Ontario, the Purchaser authorizes the indirect collection of personal information pertaining to the Canadian purchaser by the Ontario Securities Commission (the “OSC”) and each Canadian purchaser will be required to acknowledge and agree that the Canadian purchaser has been notified by us (i) of the delivery to the OSC of personal information pertaining to the Canadian purchaser, including, without limitation, the full name, residential address and telephone number of the Canadian purchaser, the number and type of securities purchased and the total purchase price paid in respect of the securities, (ii) that this information is being collected indirectly by the OSC under the authority granted to it in securities legislation, (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario, and (iv) that the title, business address and business telephone number of the public official in Ontario who can answer questions about the OSC’s indirect collection of the information is the Administrative Assistant to the Director of Corporate Finance, the Ontario Securities Commission, Suite 1903, Box 5520, Queen Street West, Toronto, Ontario, M5H 3S8, Telephone: (416) 593-8086, Facsimile: (416) 593-8252.

 

Notice to Prospective Investors in Australia

 

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

 

Any offer in Australia of the units may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the units without disclosure to investors under Chapter 6D of the Corporations Act.

 

The units applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring units must observe such Australian on-sale restrictions.

 

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

 

Notice to Prospective Investors in the Dubai International Financial Centre

 

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The units to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the units offered should conduct their own due diligence on the units. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

 

 71 

 

 

Notice to Prospective Investors in the European Economic Area

 

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a “relevant member state”), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the “relevant implementation date”), an offer of units described in this prospectus may not be made to the public in that relevant member state prior to the publication of a prospectus in relation to the units that has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, an offer of our units may be made to the public in that relevant member state at any time:

 

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

to fewer than 100, or, if the relevant member state has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the issuer for any such offer; or natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriter for any such offer; or

 

in any other circumstances that do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

 

Each purchaser of units described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

 

For the purpose of this provision, the expression an “offer to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the units to be offered so as to enable an investor to decide to purchase or subscribe for the units, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the PD 2010 Amending Directive to the extent implemented by the relevant member state) and includes any relevant implementing measure in each relevant member state, and the expression 2010 PD Amending Directive means Directive 2010/73/EU. We have not authorized and do not authorize the making of any offer of units through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the units as contemplated in this prospectus. Accordingly, no purchaser of the units, other than the underwriters, is authorized to make any further offer of the units on behalf of us or the underwriters.

 

Notice to Prospective Investors in Switzerland

 

The units may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the units or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

 

Neither this document nor any other offering or marketing material relating to the offering, the Company, or the units have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of units will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of units has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of units.

 

Notice to Prospective Investors in the United Kingdom

 

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as a “relevant person”). The units are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such units will be engaged in only with, relevant persons. This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

 

 72 

 

 

Notice to Prospective Investors in France

 

Neither this prospectus nor any other offering material relating to the units described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or by the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The units have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the units has been or will be:

 

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

 

used in connection with any offer for subscription or sale of the units to the public in France.

 

Such offers, sales and distributions will be made in France only:

 

to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in, and in accordance with, Article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

 

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

 

in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

 

The units may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

 

Notice to Prospective Investors in Hong Kong

 

The units may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the units may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to units which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

 

Notice to Prospective Investors in Japan

 

The units have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

 

Notice to Prospective Investors in Singapore

 

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the units may not be circulated or distributed, nor may the units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

 

 73 

 

 

Where the units are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

 

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

 

to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

 

where no consideration is or will be given for the transfer; or

 

where the transfer is by operation of law.

 

Notice to Prospective Investors in Italy

 

The offering of the units offered hereby in Italy has not been registered with the Commissione Nazionale per la Società e la Borsa (“CONSOB”) pursuant to Italian securities legislation and, accordingly, the units offered hereby cannot be offered, sold or delivered in the Republic of Italy (“Italy”) nor may any copy of this prospectus or any other document relating to the units offered hereby be distributed in Italy other than to professional investors (operatori qualificati) as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of 1 July, 1998 as subsequently amended. Any offer, sale or delivery of the units offered hereby or distribution of copies of this prospectus or any other document relating to the units offered hereby in Italy must be made:

 

by an investment firm, bank or intermediary permitted to conduct such activities in Italy in accordance with Legislative Decree No. 58 of 24 February 1998 and Legislative Decree No. 385 of 1 September 1993 (the “Banking Act”);

 

in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy; and

 

in compliance with any other applicable laws and regulations and other possible requirements or limitations which may be imposed by Italian authorities.

 

Notice to Prospective Investors in Israel

 

In the State of Israel, the units offered hereby may not be offered to any person or entity other than the following:

 

a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in Trust, 5754-1994, or a management company of such a fund;

 

a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management company of such a fund;

 

an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741-1981, (d) a banking entity or satellite entity, as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint services company, acting for their own account or from the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

 

a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

 

 74 

 

 

a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account;

 

a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

 

an underwriter fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968;

 

a venture capital fund (defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk);

 

an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above criteria; and

 

an entity, other than an entity formed for the purpose of purchasing units in this offering, in which the shareholders equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess of NIS 250 million.

 

Any offeree of the units offered hereby in the State of Israel shall be required to submit written confirmation that it falls within the scope of one of the above criteria. This prospectus will not be distributed or directed to investors in the State of Israel who do not fall within one of the above criteria.

 

 75 

 

 

Legal Matters

 

The validity of the securities offered in this prospectus are being passed upon for us by Greenberg Traurig, McLean, Virginia. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., New York, New York, is acting as counsel for the underwriters. From time to time, Greenberg Traurig has represented the underwriters and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. has represented us, in all cases unrelated to this offering.

 

EXPERTS

 

The consolidated financial statements of Scopus BioPharma Inc. and Subsidiaries included in this prospectus and elsewhere in the registration statement of which this prospectus forms a part have been so included in reliance upon the report (which contains an explanatory paragraph relating to the Company’s ability to continue as a going concern as discussed in Note 1 to the consolidated financial statements) of Citrin Cooperman & Company, LLP independent registered public accountants, upon the authority of said firm as experts in auditing and accounting.

 

Where You Can Find Additional Information

 

We have filed with the SEC a Registration Statement on Form S-1, which includes exhibits, schedules and amendments, under the Securities Act, with respect to this offering of securities. Although this prospectus, which forms a part of the Form S-1, contains all material information included in the Form, parts of the Form S-1 have been omitted as permitted by rules and regulations of the SEC. We refer you to the Form S-1 and its exhibits for further information about us, our securities and this offering. The Form S-1 and its exhibits, as well as each of our other reports filed with the SEC, can be inspected and copied at the SEC's public reference room at 100 F. Street, N.E., Washington, D.C. 20549. The public may obtain information about the operation of the public reference room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website at http://www.sec.gov which contains the Form S-1 and other reports, proxy and information statements and information regarding issuers that file electronically with the SEC.

 

 76 

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

    Page
     
Condensed Consolidated Financial Statements (Unaudited):    
     
Condensed Consolidated Balance Sheets as of March 31, 2019  and December 31, 2018  

F-2

     
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three-month periods ended March 31, 2019 and 2018   F-3
     
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three-month period ended March 31, 2019   F-4
     
Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2019 and 2018   F-5
     
Notes to Condensed Consolidated Financial Statements (Unaudited)   F-6 – F-22
     
Consolidated Financial Statements:    
     
Report of Independent Registered Public Accounting Firm   F-23
     
Consolidated Balance Sheets as of December 31, 2018, and 2017   F-24
     
Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2018 and for the period from April 18, 2017 (inception) to December 31, 2017   F-25
     
Consolidated Statements of Stockholders’ Equity (Deficit) for the year ended December 31, 2018 and for the period from April 18, 2017 (inception) to December 31, 2017   F-26
     
Consolidated Statements of Cash Flows for the year ended December 31, 2018 and for the period from April 18, 2017 (inception) to December 31, 2017   F-27
     
Notes to Consolidated Financial Statements   F-28 – F-44

  

 F-1 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   March 31,
2019
(Unaudited)
   December 31,
2018
 
ASSETS        
         
Current assets:          
Cash  $546,483   $1,660 
Subscription receivable   4,310    - 
Value added tax receivable   46,403    27,859 
Due from affiliate   3,242    - 
Deferred offering costs   231,959    - 
Prepaid expenses   172,123    103,119 
           
Total assets  $1,004,520   $132,638 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
Current liabilities:          
Accounts payable and accrued expenses  $363,642   $113,956 
Advance deposit on equity units   -    24,008 
           
Total liabilities   363,642    137,964 
           
COMMITMENTS AND CONTINGENCIES (NOTE 5 and 8)          
           
Stockholders’ equity (deficit):          
Preferred stock, $0.001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding   -    - 
Common stock, $0.001 par value; 50,000,000 shares authorized; 11,500,000 and 10,766,667 shares issued and outstanding, respectively   11,500    10,767 
Additional paid-in capital   2,077,401    942,969 
Accumulated deficit   (1,441,152)   (949,498)
Accumulated other comprehensive loss   (6,871)   (9,564)
           
Total stockholders’ equity (deficit)   640,878    (5,326)
           
Total liabilities and stockholders’ equity (deficit)  $1,004,520   $132,638 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 F-2 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited) 

 

   Three Months
Ended
March 31,
2019
   Three Months
Ended
March 31,
2018
 
         
Revenues  $-   $- 
           
Operating expenses:          
General and administrative   393,010    89,988 
Research and development   98,644    32,500 
           
Total operating expenses   491,654    122,488 
           
Net loss   (491,654)   (122,488)
           
Comprehensive loss:          
Foreign currency translation adjustment   2,693    - 
           
Total comprehensive loss  $(488,961)  $(122,488)
           
Net loss per common share:          
Basic and diluted  $(0.04)  $(0.01)
           
Weighted-average common shares outstanding:          
Basic and diluted   11,152,838    10,464,734 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 F-3 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(unaudited)

 

               Accumulated   Total 
       Additional       Other   Stockholders’ 
   Common Stock   Paid-in   Accumulated   Comprehensive   Equity 
   Shares   Amount   Capital   Deficit   Loss   (Deficit) 
                         
Balance, December 31, 2018   10,766,667   $10,767   $942,969   $(949,498)  $(9,564)  $(5,326)
                               
Issuance of Units – net of issuance costs of $4,762   733,333    733    1,094,505    -    -    1,095,238 
                               
Stock-based compensation expense   -    -    39,927    -    -    39,927 
                               
Foreign currency translation adjustment   -    -    -    -    2,693    2,693 
                               
Net loss   -    -    -    (491,654)   -    (491,654)
                               
Balance, March 31, 2019   11,500,000   $11,500   $2,077,401   $(1,441,152)  $(6,871)  $640,878 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 F-4 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

   Three Months
Ended
March 31,
2019
   Three Months
Ended
March 31,
2018
 
Cash flows from operating activities:          
Net loss  $(491,654)  $(122,488)
Adjustments to reconcile net loss to net cash used in
operating activities:
          
Stock-based compensation   39,927    - 
Changes in operating assets and liabilities:          
Value added tax receivable   (17,480)   - 
Due from affiliate   (3,242)   - 
Prepaid expenses   (65,066)   (97,500)
Accounts payable and accrued expenses   249,216    9,075 
           
Net cash used in operating activities   (288,299)   (210,913)
           
Cash flows from financing activities:          
Gross proceeds from issuance of common stock   -    138,482 
Issuance costs related to the issuance of common stock   -    (9,922)
Gross proceeds from issuance of Units   1,071,682    - 
Issuance costs related to the issuance of Units   (4,762)   - 
Proceeds from subscription receivable   -    54,652 
Payment of deferred offering costs   (231,959)   - 
           
Net cash provided by financing activities   834,961    183,212 
           
Effect of changes in foreign currency exchange rates on cash and cash equivalents   (1,839)   - 
           
Net change in cash   544,823    (27,701)
           
Cash - beginning of period   1,660    158,218 
           
Cash - end of period  $546,483   $130,517 
           
Supplemental disclosures of cash flow information:          
Non-cash financing activity:          
Common stock - subscription receivable (Note 6)  $4,310   $- 

 

See accompanying notes to the unaudited condensed consolidated financial statements.

 

 F-5 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

1.Organization and Description of the Business

 

Nature of Operations

 

Scopus BioPharma Inc. (“Scopus”) was incorporated in the State of Delaware on April 18, 2017 under the name Project18 Inc. (“Project18”). On December 11, 2017, Project18 changed its name to Scopus BioPharma Inc. On June 1, 2017, Scopus acquired all the outstanding common stock of Vital Spark, Inc. (“VSI”) for a total purchase price of $15. VSI had not engaged in any business transactions prior to the acquisition date. On July 8, 2018, Scopus formed a wholly-owned subsidiary, Scopus BioPharma Israel Ltd. (“SBI”), and has funded operations to date through intercompany loans.

 

Scopus and its subsidiary, VSI, are headquartered in New York, and SBI is headquartered in Jerusalem, Israel. Scopus, VSI and SBI are collectively referred to as the “Company”. The Company is a biotechnology company focused on developing novel therapeutics targeting the endocannabinoid system.

 

Going Concern

 

The provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 205-40, Presentation of Financial Statements - Going Concern (ASC 205-40) requires management to assess an entity's ability to continue as a going concern within one year of the date the financial statements are issued. In each reporting period (including interim periods), an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity's ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued.

 

The Company is an early-stage company and has not generated revenues to date. As such, the Company is subject to all of the risks associated with early-stage companies. Since inception, the Company has incurred losses and negative cash flows from operating activities which have been funded from the issuance of common stock and equity units (see Notes 6 and 7). The Company does not expect to generate positive cash flows from operating activities in the near future, if at all, until such time it completes the development of its drug candidates, including obtaining regulatory approvals, and anticipates incurring operating losses for the foreseeable future.

 

The Company incurred net losses of $491,654 for the three month period ended March 31, 2019 and has an accumulated deficit of $1,441,152 at March 31, 2019. The Company’s net cash used in operating activities was $288,299 for the period ended March 31, 2019.

 

The Company’s ability to fund its operations is dependent upon management's plans, which include raising capital through issuances of equity securities, securing research and development grants, generating sufficient revenues and controlling the Company’s expenses.

 

 F-6 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

1.Organization and Description of the Business (Continued)

 

Going Concern (Continued)

 

A failure to raise sufficient capital, generate sufficient revenues, or control expenses, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives. Accordingly, management has concluded this raises substantial doubt of the Company's ability to continue as a going concern within one year after the date the consolidated financial statements are issued.

 

The Company’s consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable to continue as a going concern.

 

2.Summary of Significant Accounting Policies

 

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of December 31, 2018 and 2017, for the year ended December 31, 2018 and for the period from April 18, 2017 (inception) to December 31, 2017. All intercompany transactions and balances have been eliminated in consolidation.

 

The interim financial data as of March 31, 2019 is unaudited and is not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any other interim period or for any other future periods. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements, includes only normal and recurring adjustments necessary for a fair statement of the Company’s financial position as of March 31, 2019 and 2018, and its results of operations and cash flows for the three months ended March 31, 2019 and 2018.

 

Foreign Currency

 

The functional currency of Scopus and VSI is the US Dollar, and the functional currency of SBI is the Israeli New Shekel. All assets and liabilities of SBI are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at average exchange rates in effect during the period with the resulting gain or loss reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive loss. Foreign currency transaction gains and losses resulting from, or expected to result from, transactions denominated in a currency other than the functional currency are recognized in the consolidated statements of operations and comprehensive loss.

 

 F-7 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

2.Summary of Significant Accounting Policies (Continued)

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in these consolidated financial statements include those related to the fair value of common stock, warrants, stock-based compensation, research and development expenses, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates.

 

Cash

 

The Company considers all money market accounts and other highly liquid investments purchased with original maturities of three months or less to be cash and cash equivalents. The Company maintains its cash at major financial institutions with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits, and there is no insurance on cash deposits within Israel. The Company has not experienced and does not anticipate any losses on deposits with commercial banks and financial institutions which exceed federally insured limits.

 

Revenues

 

The Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”), and its various amendments as of January 1, 2018. The core principle of ASC 606 is to recognize revenue when promised goods or services are transferred to customers in an amount equal to the consideration to which the entity expects to be entitled for those goods and services. ASC 606 defines a five-step process to achieve this core principle, and in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and for all other entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, although early adoption is permitted. As the Company has not generated any revenues from April 18, 2017 (inception) through March 31, 2019, the adoption did not have any impact on the Company’s financial position, results of operations and cash flows for the three month periods ended March 31, 2019 or 2018.

 

Research & Development Expenses

 

Research and development expenses are expensed as incurred and consist principally of internal and external costs which includes the cost of patent licenses, contract research services, laboratory supplies, as well as development and manufacture of preclinical compounds and consumables.

 

 F-8 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

2.Summary of Significant Accounting Policies (Continued)

 

Offering Costs

 

The Company capitalizes certain legal, accounting, and other third-party fees directly associated with in-process equity financing as deferred offering costs. The deferred offering costs are recognized as an offset against the proceeds upon consummation of the offering. As of March 31, 2019, the Company recognized $231,959 related to the Company’s Proposed Public Offering (See Note 3). There were no deferred offering costs as of December 31, 2018.

 

Fair Value Measurements

 

Certain assets and liabilities are carried at fair value in accordance with U.S. GAAP. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies, are as follows:

 

Level 1Valuations based on quoted prices for identical assets and liabilities in active markets.

 

Level 2Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data.

 

Level 3Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

 

At March 31, 2019 and December 31, 2018, the carrying amounts of the Company’s financial instruments, including cash, subscription receivable, value added tax receivable, prepaid expenses, deferred offering costs, accounts payable and accrued expenses and advance deposit on equity units, approximate their respective fair value due to the short-term nature of these instruments.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method, as required by FASB ASC Topic 740, Income Taxes. The Company provides for federal, and state income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date. The Company and VSI, file a consolidated U.S. federal and combined New York State and New York City income tax return.

 

 F-9 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

2.Summary of Significant Accounting Policies (Continued)

 

Income Taxes (Continued)

 

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no uncertain tax positions as of March 31, 2019 and December 31, 2018, or for the three month periods ended March 31, 2019 and 2018.

 

Stock-Based Compensation

 

The Company adopted ASU 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, as of January 1, 2018 to account for non-employee stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (which previously included only share-based payments to employees and non-employee directors). Under the guidance, the fair value of share-based payments granted to non-employees are no longer required to be re-measured each reporting period over the vesting term. The Company measures and records compensation expense related to share-based payment awards based on the grant date fair value using the Black-Scholes option-pricing model. Forfeitures are recognized when they occur.

 

The Company calculates the fair value of options granted using the Black-Scholes option-pricing model using the following assumptions:

 

Expected Volatility – The Company estimates volatility for stock option grants by evaluating the average volatility used by a peer group of companies with terms that are approximately equal to the expected term of the options.

 

Expected Term – The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has limited historical data upon which it can estimate the expected lives of the share-based payment awards and accordingly has used the contractual term.

 

Risk-Free Interest Rate – The risk-free interest rate is based on the implied yield currently available on US Treasury zero-coupon issues with a term that is equal to the expected term of the options at the grant date.

 

Dividend Yield – The Company has not declared or paid dividends to date and does not anticipate declaring dividends in the foreseeable future. As such, the dividend yield has been estimated to be zero.

 

 F-10 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

2.Summary of Significant Accounting Policies (Continued)

 

Net Loss Per Share

 

Basic net loss per common share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as dilutive net loss per share as the inclusion of all potential dilutive common shares which consist of stock options and warrants, would be anti-dilutive.

 

JOBS Act Accounting Election

 

The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and its related amendments. The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance of ASU 2016-02 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that reporting period, and for all other entities, including EGCs, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within that reporting period. Earlier adoption is permitted for all entities as of the beginning of an interim period for which financial statements have not been issued or have not been made available for issuance. The Company is currently evaluating the impact the adoption of the new standard will have on its consolidated financial statements and disclosures.

 

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. This update provides guidance on how to record eight specific cash flow issues. This guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, including EGCs, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted and a retrospective transition method to each period should be presented. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, including EGCs, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

 

 F-11 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

2.Summary of Significant Accounting Policies (Continued)

 

Recent Accounting Pronouncements (Continued)

 

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASC 2017-01”), which amends the guidance of FASB ASC Topic 805, Business Combinations (ASC 805) adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The objective of ASU 2017-01 is to narrow the definition of what qualifies as a business under Topic 805 and to provide guidance for streamlining the analysis required to assess whether a transaction involves the acquisition (disposal) of a business. ASU 2017-01 provides a screen to assess when a set of assets and processes do not qualify as a business under Topic 805, reducing the number of transactions that need to be considered as possible business acquisitions. ASU 2017-01 also narrows the definition of output under Topic 805 to make it consistent with the description of outputs under Topic 606. Public business entities should apply the amendments in this ASU to annual periods beginning after December 15, 2017, including interim periods within those periods. All other entities, including EGCs, should apply the amendments to annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company’s adoption of ASU 2017-01 on January 1, 2019 did not have a material impact on the consolidated financial statements.

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. The amendments in Part I of this ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, including EGCs, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is evaluating the effect that ASU 2017-11 will have on its consolidated financial statements and related disclosures.

 

 F-12 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

2.Summary of Significant Accounting Policies (Continued)

 

Recent Accounting Pronouncements (Continued)

 

In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). The amendments in this ASU provide financial statement preparers with an option to reclassify stranded tax effects within Accumulated Other Comprehensive Income (“AOCI”) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. This amendment is effective for all enttities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company’s adoption of ASU 2018-02 on January 1, 2019 did not have a material impact on the consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in this ASU modify the disclosure requirements in Topic 820. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. For all entities, the amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

 

The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the consolidated financial statements as a result of future adoption.

 

3.Proposed Public Offering

 

The Company is undertaking a public offering of its securities (the “Proposed Public Offering”).  It is anticipated that an underwriting agreement will require, among other things, the Company to pay an underwriting discount and include other compensation and expense allowances. 

 

There is presently no public market for the Company’s securities.  The Company intends to apply to have its securities listed on Nasdaq.

 

 F-13 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

4.Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses consist of the following as of:

 

   March 31,
2019
   December 31, 
   (unaudited)   2018 
Professional fees  $337,937   $30,550 
Due to affiliate   -    18,923 
Patent license fees   18,004    36,717 
Management services fees and expenses   7,702    27,766 
           
Total accounts payable and accrued expenses  $363,642   $113,956 

 

Amounts due to affiliate includes expenses incurred by HCFP LLC on behalf of the Company (see Note 8, Related Party Transactions).

 

5.Commitments and Contingencies

 

Agreement Related to Intellectual Property Rights

 

In July 2017, VSI as “Licensee” entered into a Patent License Agreement (the “Patent License Agreement”) with The U.S. Department of Health and Human Services, as represented by the National Institute on Alcohol Abuse and Alcoholism (“NIAAA”) and the National Institute on Drug Abuse (“NIDA”) of the National Institutes of Health (“NIH”), (collectively “Licensor”). In the course of conducting biomedical and behavioral research, the Licensor developed inventions that may have commercial applicability. The Licensee acquired commercialization rights to certain inventions in order to develop processes, methods, or marketable products for public use and benefit.

 

Upon execution of the Patent License Agreement, VSI paid the Licensor an aggregate of $121,040, which included an upfront non-refundable fee of $50,000 and $71,040 for certain patent expenses incurred by the Licensor prior to the execution of the Patent License Agreement relating to patent applications. The Company determined that the Patent License Agreement did not meet the definition of a business pursuant to the guidance prescribed in FASB ASC Topic 805, Business Combinations, as the transaction principally resulted in the acquisition of intellectual property rights only. In this regard, the Company did not acquire any employees or tangible assets, or any processes, protocols, or operating systems. Additionally, at the time of the transaction, there were no activities being conducted related to the licensed patents. The Company recognized as expense the acquired intellectual property rights as of the transaction date on the basis the costs of an intangible asset purchased from others for use in a research and development activity and for which there are no alternative future uses are expensed as research and development at the time such costs are incurred.

 

 F-14 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

5.Commitments and Contingencies (Continued)

 

Agreement Related to Intellectual Property Rights (Continued)

 

Pursuant to the terms of the Patent License Agreement, VSI is required to make minimum annual royalty payments of $25,000, with the first payment due on January 1, 2019. The Company paid the first annual payment of $25,000 in January 2019, which is included in research and development expenses in the accompanying condensed consolidated statements of operations and comprehensive loss. Subsequent minimum annual royalty payments are due and payable on January 1 of each calendar year and shall be credited against any earned royalties due for sales made in that year, throughout the term of the Patent License Agreement. The Patent License Agreement also provides for payments from VSI to the Licensor upon the achievement of certain product development and regulatory clearance milestones, as well as royalty payments on net sales upon the commercialization of products developed utilizing the licensed patents.

 

VSI is obligated to pay earned royalties based on a percentage of net sales, as defined in the Patent License Agreement, of licensed product throughout the term of the Patent License Agreement. Since April 18, 2017 (inception) through March 31, 2019, there have been no sales of licensed products. In addition, VSI is also obligated to pay the Licensor additional sublicensing royalties on the fair market value of any consideration received for granting each sublicense. Since April 18, 2017 (inception) through March 31, 2019, VSI has not entered into any sublicensing agreements and therefore no sublicensing consideration has been paid to Licensor.

 

Cooperative Research and Development Agreement

 

Effective January 11, 2018, VSI signed a two-year Cooperative Research and Development Agreement (the “CRADA Agreement”) with the NIH for preclinical testing relating to the Patent License Agreement described above. The term of the CRADA Agreement can be extended, beyond the initial two-year term, by agreement in writing by both parties. Pursuant to the terms of the CRADA Agreement each party will provide scientific staff and other support necessary to conduct the research and other activities described in the research plan. Funds provided by VSI pursuant to the terms of the CRADA Agreement will be used by the NIH to acquire technical, statistical, and administrative support for the research activities, as well as pay for supplies and travel expenses.

 

Effective October 31, 2018, VSI and NIH amended the CRADA Agreement to defer funding for year two subject to additional testing by NIH and approval of the results by VSI. Subsequently, on May 6, 2019, VSI and NIH entered into a second amended agreement to proceed with the second year of the agreement pursuant to an updated research plan. On May 7, 2019, the Company made the first of two equal payments of $55,870 to NIH with the second payment due in six months.

 

The fees incurred in connection with the CRADA Agreement for the three month periods ended March 31, 2019 and 2018 amounted to $0 and $32,500, respectively, and are included in “Research and development expenses” in the accompanying condensed consolidated statements of operations and comprehensive loss.

  

 F-15 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

5.Commitments and Contingencies (Continued)

 

Memorandums of Understanding

 

Effective July 28, 2018, SBI entered into two Memorandums of Understanding (“MOUs”) with Yissum Research Development Company (“Yissum”) of the Hebrew University of Jerusalem Ltd. (“Hebrew University”). Pursuant to the terms of the MOUs, SBI shall provide funding for research and development studies to be performed by researchers at Hebrew University in the areas of cannabinoid therapeutics and cannabinoid synthesis over a two-year period. Funds provided by SBI pursuant to the terms of MOUs will be used by the researchers at Hebrew University to acquire technical, statistical, and administrative support for the research activities, as well as pay for supplies. SBI has the exclusive right to license the study results by providing written notice to Yissum during the respective study periods or within 60 days of the studies’ completion. Upon providing such notice, SBI and Yissum shall negotiate a license agreement for the commercial development and exploitation of the study results. SBI shall be entitled to reimbursement of the amounts funded for the research and development studies and patent prosecution costs, if any, in the event Yissum enters into a license agreement with a third party, subject to certain conditions.

 

The fees incurred in connection with these MOU’s for the three month periods ended March 31, 2019 and 2018 amounted to $37,748 and $0, respectively, and are included in ”Research and development expenses” in the accompanying condensed consolidated statements of operations and comprehensive loss. The Company also recorded a prepaid expense of $172,056 and $103,044 in connection with these MOU’s which are included in “Prepaid expenses” in the accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively.

 

Effective March 5, 2019, the Company entered in a license agreement with Yissum with respect to the results of the research relating to the combination of cannabidiol (“CBD”) with approved anesthetics as a potential treatment for the management of pain. Under the license agreement, the Company is obligated to pay earned royalties based on a percentage of net sales, as defined in the license agreement, including net sales generated from sub-licensees. In addition, the Company will be obligated to make payments upon the achievement of certain clinical development and product approval milestones which total $1,225,000 in the aggregate. Since April 18, 2017 (inception) through March 31, 2019, there have been no sales of licensed products by the Company nor has the Company entered into any sub-licensing agreements. Further none of the milestones in the agreement has been reached and therefore as of March 31, 2019, there is no obligation to make any milestone payments. 

 

Legal Proceedings

 

The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. Notwithstanding, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and in such event, could result in a material adverse impact on the Company’s business, financial position, results of operations, and cash flows.

 

6.Stockholders’ Equity

 

Preferred Stock

 

The Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.001 per share with such designation, rights and preferences as may be determined from time-to-time by the Company’s board of directors. All 20,000,000 shares remained unissued as of March 31, 2019.

 

Authority is expressly vested in the board of directors, to authorize the issuance of one or more series of preferred stock.

 

 F-16 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

6.Stockholders’ Equity (Continued)

 

Common Stock

 

The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share.

 

The number of authorized shares of common stock may be increased or decreased (but not below the number of shares of common stock then outstanding) by an affirmative vote of the holders of a majority of the common stock.

 

On June 1, 2017, the Company issued 10,000,000 shares of its common stock at a price of $0.001 per share to HCFP II LLC (“HCFP II”), an affiliated entity, as founders’ stock, for an aggregate purchase price of $10,000. On June 2, 2017, HCFP II transferred such shares to other affiliated entities.

 

On December 12, 2017, the Company authorized the issuance of up to 500,000 shares of its common stock at a price of $1.00 per share. A total of 361,518 shares were issued in December 2017 resulting in net proceeds of $355,122 after issuance costs. As of December 31, 2017, the Company recorded a subscription receivable for $54,652 relating to purchase of shares of common stock for which the purchase price funding was received subsequent to December 31, 2017. In 2018, the Company sold the remaining 138,482 authorized shares of common stock, resulting in net proceeds of $128,040 after issuance costs.

 

The powers, preferences and rights of the holders of the common stock are junior to the preferred stock and are   subject to all the powers, rights, privileges, preferences and priorities of the preferred stock. The holder of each share of common stock shall have the right to one vote per share. Each holder of common stock shall be entitled to receive dividends and distributions (whether payable in cash or otherwise) as declared by the board of directors of the Company. In the event of any liquidation, dissolution or winding-up of the Company (whether voluntary or involuntary), the assets available for distribution will be in equal amounts per share to the holders of common stock.

 

Equity Units

 

On July 20, 2018, the Company authorized the issuance of up to 266,667 units at a price of $1.50 per unit (the “Units”). During the first quarter of 2019, the Company increased the number of authorized Units available for issuance to 1,000,000, on the same terms and at the same price as the initial authorization. Each Unit is comprised of one share of the Company’s common stock and two warrants (“Unit Warrants”). Each Unit Warrant is exercisable for one share of the Company’s common stock at a price of $1.00 per share, expires on July 31, 2023, and carries a mandatory exchange feature as described in the relevant warrant subscription agreement. The exercise price is not subject to adjustment, except in the event of stock dividends and stock splits. Further, in the event of a Fundamental Transaction, as defined in the agreement, the holders can participate pari passu with common stockholders in the consideration paid by an acquirer for the Company’s shares. A total of 266,667 Units were issued in 2018 resulting in net proceeds of $390,930 after issuance costs. The Company received $24,008 in 2018 relating to 16,005 Units which were subsequently issued in January 2019 following the increase in number of authorized Units. The Company recorded the $24,008 as an advance deposit on equity units as of December 31, 2018 which was reclassified to equity upon issuance of the Units in January 2019.

 

 F-17 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

6.Stockholders’ Equity (Continued)

 

Equity Units (Continued)

 

During the first quarter of 2019, the Company sold an additional 717,328 Units (excluding the 16,005 Units that were issued in January 2019 related to the advance deposits for such units received in 2018) resulting in net proceeds of $1,071,230 after issuance costs. Of the additional Units issued, 2,873 Units were subsequently paid for in April 2019, resulting in a subscription receivable of $4,310 as of March 31, 2019.

 

On May 6, 2019, the Company provided a Notice of Trigger Date to the holders of its Unit Warrants informing such holders that the deadline to exercise their Unit Warrants at an exercise price of $1.00 per share is May 16, 2019 (the "Trigger Date").  Any Unit Warrants not exercised by the Trigger Date, or such later date set by the Company, will automatically, by operation of law, become identical to and of the same class as the warrants to be issued in the Proposed Public Offering.  To date, a total of 859,855 Unit Warrants were exercised in connection with such notice generating $859,855 in exercise proceeds for the Company.

 

The holders of the Unit Warrants have the same rights to receive dividends or other distribution of assets as the holders of common stock. As such these Unit Warrants are considered participating securities under the two-class method of calculating the net loss per share. The Company has incurred net losses to date, and as the holders of these Unit Warrants are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods presented.

 

Yissum Warrants

 

On October 3, 2018, the Company issued a warrant to Yissum, entitling Yissum to purchase up to 450,000 shares (“Warrant Shares”) of the Company’s common stock at an exercise price of $1.50 per share of common stock and expires on October 3, 2025. This warrant was issued as consideration to Yissum in connection with the execution of the MOUs (see Note 5). Upon issuance of this warrant, 50,000 Warrant Shares were immediately exercisable with additional Warrant Shares vesting upon the execution of license agreements within a specified number of days upon notice by the Company of their intent to enter into such license agreements. The Company determined that as of December 31, 2018, it was probable that the Company would enter into at least one license agreement. Accordingly, for the year ended December 31, 2018, the Company recognized compensation expense for the 50,000 Warrant Shares that were exercisable upon issuance of the warrant and 50,000 Warrant Shares relating to the probable execution of a license agreement.

 

Effective March 5, 2019, the Company entered into a license agreement with Yissum with respect to the results and intellectual property generated from research being conducted at Hebrew University under one of the MOUs (see Note 5). As a result of the license agreement being executed within a specified period, the Company recognized compensation expense of $29,717 in connection with the vesting of an additional 50,000 Warrant Shares previously issued to Yissum for the three months ended March 31, 2019, which is included in “Research and Development” expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.

 

 F-18 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

6.Stockholders’ Equity (Continued)

 

Yissum Warrants (Continued)

 

The estimated fair value of the Yissum Warrants was $0.59, calculated using Black-Scholes option pricing model using the following assumptions; fair value of underlying common stock of $1.00, contractual life of 7 years; risk free interest rate of 3.06%; volatility of 68%, and dividend yield of 0%. There has been no history of dividend payments and there are no expectations of dividend payments during the next several years.

 

The table below summarizes the warrant activity for March 31, 2019:

 

   2019 (unaudited) 
       Weighted- 
       Average 
       Exercise 
   Warrants   Price 
         
Outstanding at December 31, 2018   450,000   $1.50 
Granted   -    - 
Exercised   -    - 
Forfeited   -    - 
           
Outstanding at March 31, 2019   450,000   $1.50 
           
Warrants exercisable at March 31, 2019   150,000   $1.50 

 

As of March 31, 2019, the remaining contractual term of the Warrant Shares was 6.51 years.

 

7.Stock Options

 

Effective September 24, 2018, the Company approved the Scopus BioPharma Inc. 2018 Equity Incentive Plan (the “Plan”), and reserved 1,000,000 shares of the Company’s common stock, for issuance under the Plan. The stock options shall be granted at an exercise price per share equal to at least the fair market value of the shares of common stock on the date of grant.

 

On October 1, 2018, the Company granted 175,000 stock options to certain of its Advisory Board Members under the Plan. The grant of options was made in consideration of services performed and to be performed by the Advisory Board Members to the Company. The stock options have an exercise price of $1.50 per share, expire on September 30, 2028, and vest ratably on a quarterly basis over three years.

 

The estimated fair value of the Stock options issued to the Advisory Board Members was calculated using the Black-Scholes option pricing model using the following assumptions; fair value of underlying common stock of $1.00, contractual life of 10 years; risk free interest rate of 3.23%; volatility of 68%, and dividend yield of 0%. There has been no history of dividend payments and there are no expectations of dividend payments during the next several years. The fair value of each option was $0.70 resulting in stock-based compensation of $10,210 being recognized for the three months ended March 31, 2019 and is included in “General and Administrative” expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.

 

 F-19 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

7.Stock Options (Continued)

 

Stock option activity is summarized as follows for March 31, 2019:

 

   2019 (unaudited) 
       Weighted- 
   Number   Average 
   of Stock   Exercise 
   Options   Price 
         
Outstanding at December 31, 2018   175,000   $1.50 
Granted   -    - 
Exercised   -    - 
Forfeited   -    - 
           
Outstanding March 31, 2019   175,000    1.50 
           
Vested and exercisable at March 31, 2019   29,172   $1.50 
           
Unvested at March 31, 2019   145,828   $1.50 

 

As of March 31, 2019, total unrecognized stock-based compensation expense of $102,080 is expected to be recognized over the remaining contractual term of 9.50 years.

 

8.Related Party Transactions

 

On September 1, 2017, the Company entered into a management services agreement, as amended, with HCFP/Strategy Advisors LLC (“HCFP/Strategy Advisors”), an affiliated entity, to provide management services to the Company including, without limitation, financial and accounting resources, general business development, corporate development, corporate governance, marketing strategy, strategic development and planning, coordination with service providers and other services as agreed upon between the parties. The Company shall pay HCFP/Strategy Advisors a monthly management services fee plus related expense reimbursements. This management services agreement was in effect for a period of one year and is automatically renewable for successive one-year terms unless terminated prior to the end of such term as set forth in the management services agreement.

 

Effective January 9, 2018, HCFP/Strategy Advisors assigned its management services agreement with the Company to HCFP/Portfolio Services LLC (“HCFP/Portfolio Services”), an affiliated entity.

 

Effective July 1, 2018, the Company amended the management services agreement with HCFP/Portfolio Services to include an additional monthly fee of $1,500 for the provision of office space and facilities to the Company, which was subsequently increased to $3,000 effective May 1, 2019. Effective January 1, 2019 the monthly management services fee was increased from $10,000 to $25,000 per month.

 

For the three months ended March 31, 2019 and 2018, the Company incurred expenses of $79,500 and $30,000, respectively, related to this management services agreement which are included in “General and administrative expenses” in the accompanying condensed consolidated statements of operations and comprehensive loss. At March 31, 2019 and December 31, 2018, the amount due to HCFP/Portfolio Services was $0 and $10,000 respectively, and is included in “Accounts payable and accrued expenses” on the accompanying condensed consolidated balance sheets.

 

 F-20 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

8.Related Party Transactions (Continued)

 

On September 1, 2017, the Company entered into a management services agreement, as amended, with Clil Medical Ltd. (“Clil”) for Morris C. Laster, M.D., the sole principal of Clil, to serve as the Company’s Chief Executive Officer. The Company shall pay Clil a monthly management services fee, plus related expense reimbursements. This agreement was in effect for a period of one year and is automatically renewable for successive one-year terms unless terminated prior to the end of such term as set forth in the management services agreement. Effective January 1, 2019 the monthly management services fee was increased from $10,000 to $25,000 per month. For the three months ended March 31, 2019 and 2018, the Company incurred expenses of $76,442 and $30,000, respectively, related to this management services agreement which are included in “General and administrative expenses” in the accompanying condensed consolidated statements of operations and comprehensive loss. At March 31, 2019 and December 31, 2018, the total amounts due to Clil were $8,728 and $17,766, respectively, and are included in “Accounts payable and accrued expenses” on the accompanying condensed consolidated balance sheets.

 

From time to time, HCFP LLC, an affiliated entity, pays certain expenses on behalf of the Company, which are subsequently reimbursed by the Company. As of March 31, 2019, the Company had a net receivable from this affiliate in the amount of $3,242. As of December 31, 2018, the Company had a net payable of $18,923.

 

In January 2019, the Company paid HCFP/Strategy Advisors $50,000 for strategic consulting services related to an analysis of the cannabinoid therapeutic industry, which is included in “General and administrative expenses” in the accompanying condensed consolidated statements of operations and comprehensive loss.

 

On March 28, 2019, the Company entered into an agreement with HCFP/Capital Markets LLC (“Capital Markets”), a related entity, to serve as the exclusive placement agent in a private offering of the Company’s securities. The Company shall pay certain documentation and placement fees and a non-accountable expense allowance for such services in accordance with the terms of the related agreement. As of March 31, 2019, the Company paid Capital Markets $30,000, which is included in “Deferred financing costs” in the accompanying condensed consolidated balance sheets.

 

9.Income Taxes

 

A provision for federal and state income taxes was not required for the three months ended March 31, 2019 and 2018 due to the Company’s operating losses and corresponding full valuation allowance. As of March 31, 2019, the Company has available approximately $11,000 of U.S. net operating loss carryovers which expire by 2037, and $1,034,000 and $87,000 of U.S. and foreign net operating loss carryovers, respectively, with indefinite lives. Management does not expect that it is more likely than not that the Company will generate sufficient taxable income in future year to utilize the deferred taxes assets and, accordingly, has recorded a full valuation allowance against the deferred tax assets. Some of this amount may be subject to annual limitations under certain provisions of the Internal Revenue Code related to “changes in ownership.” 

 

 F-21 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

  

10.Subsequent Events

 

The Company has evaluated subsequent events through June 18, 2019, which is the date the condensed consolidated financial statements were available to be issued, and except as described below or elsewhere in these notes to the condensed consolidated financial statements, has concluded there were no material subsequent events that required recognition or disclosure in the consolidated financial statements.

 

In May 2019, the Company paid HCFP/Strategy Advisors $50,000 for strategic consulting services related to an update of a previously-conducted analysis of the cannabinoid therapeutic industry and an analysis of the legal and regulatory landscape for cannabis and cannabis-related products including, but not limited to, cannabinoid therapeutics.

 

 F-22 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Stockholders and the Board of Directors of Scopus BioPharma Inc.

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Scopus BioPharma Inc. and Subsidiaries (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2018 and for the period from April 18, 2017 (inception) through December 31, 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018 and 2017, and the results of their consolidated operations and their cash flows for the year ended December 31, 2018 and for the period from April 18, 2017 (inception) through December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s recurring losses from operations, recurring cash used in operating activities, accumulated deficit and absence of revenue generation raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also discussed in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ CITRIN COOPERMAN & COMPANY, LLP

 

We have served as the Company's auditor since 2017

 

New York, New York

April 3, 2019

 

 F-23 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   December 31, 
   2018   2017 
ASSETS          
Current assets:          
Cash  $1,660   $158,218 
Subscription receivable   -    54,652 
Value added tax receivable   27,859    - 
Prepaid expenses   103,119    - 
           
Total assets  $132,638   $212,870 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
Current liabilities:          
Accounts payable and accrued expenses  $113,956   $111,282 
Advance deposit on equity units   24,008    - 
           
Total liabilities   137,964    111,282 
           
COMMITMENTS AND CONTINGENCIES (NOTE 4 and 7)          
           
Stockholders’ equity (deficit):          
Preferred stock, $0.001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding   -    - 
Common stock, $0.001 par value; 50,000,000 shares authorized; 10,766,667 and 10,361,518 shares issued and outstanding, respectively   10,767    10,362 
Additional paid-in capital   942,969    354,760 
Accumulated deficit   (949,498)   (263,534)
Accumulated other comprehensive loss   (9,564)   - 
           
Total stockholders’ equity (deficit)   (5,326)   101,588 
           
Total liabilities and stockholders’ equity (deficit)  $132,638   $212,870 

 

See accompanying notes to consolidated financial statements.

 

 F-24 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

   Year ended
December 31,
2018
   Period from 
April 18, 2017
(inception) to
December 31, 2017
 
         
Revenues  $-   $- 
           
Operating expenses:          
General and administrative   408,425    131,695 
Research and development   277,539    131,839 
           
Total operating expenses   685,964    263,534 
           
Net loss   (685,964)   (263,534)
           
Comprehensive loss:          
Foreign currency translation adjustment   (9,564)   - 
           
Total comprehensive loss  $(695,528)  $(263,534)
           
Net loss per common share:          
Basic and diluted  $(0.06)  $(0.03)
           
Weighted-average common shares outstanding:          
Basic and diluted   10,570,933    8,299,315 

 

See accompanying notes to consolidated financial statements.

 

 F-25 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 

               Accumulated   Total 
       Additional       Other   Stockholders’ 
   Common Stock   Paid-in   Accumulated   Comprehensive   Equity 
   Shares   Amount   Capital   Deficit   Loss   (Deficit) 
                         
Balance, April 18, 2017 (inception)   -   $-   $-   $-   $-   $- 
                               
Issuance of common stock -founders stock   10,000,000    10,000    -    -    -    10,000 
                               
Issuance of common stock - net of issuance costs of $6,396   361,518    362    354,760    -    -    355,122 
                               
Net loss   -    -    -    (263,534)   -    (263,534)
                               
Balance, December 31, 2017   10,361,518    10,362    354,760    (263,534)   -    101,588 
                               
Issuance of common stock - net of issuance costs of $10,442   138,482    138    127,902    -    -    128,040 
                               
Issuance of Units - net of issuance costs of $9,070   266,667    267    390,663    -    -    390,930 
                               
Stock-based compensation expense   -    -    69,644    -    -    69,644 
                               
Foreign currency translation adjustment   -    -    -    -    (9,564)   (9,564)
                               
Net loss   -    -    -    (685,964)   -    (685,964)
                               
Balance, December 31, 2018   10,766,667   $10,767   $942,969   $(949,498)  $(9,564)  $(5,326)

 

See accompanying notes to consolidated financial statements.

 

 F-26 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Year ended
December 31,
2018
   Period from 
April 18, 2017
(inception) to
December 31,
2017
 
Cash flows from operating activities:          
Net loss  $(685,964)  $(263,534)
Adjustments to reconcile net loss to net cash used in operating activities:          
Stock-based compensation   69,644    - 
Changes in operating assets and liabilities:          
Value added tax receivable   (28,489)   - 
Prepaid expenses   (105,450)   - 
Accounts payable and accrued expenses   2,942    111,282 
           
Net cash used in operating activities   (747,317)   (152,252)
           
Cash flows from financing activities:          
Gross proceeds from issuance of common stock   138,482    316,866 
Issuance costs related to the issuance of common stock   (10,442)   (6,396)
Gross proceeds from issuance of Units   400,000    - 
Issuance costs related to the issuance of Units   (9,070)   - 
Subscription receivable   54,652    - 
Deposit on equity units   24,008    - 
           
Net cash provided by financing activities   597,630    310,470 
           
Effect of changes in foreign currency exchange rates on cash and cash equivalents   (6,871)   - 
           
Net change in cash   (156,558)   158,218 
           
Cash - beginning of period   158,218    - 
           
Cash - end of period  $1,660   $158,218 
           
Supplemental disclosures of cash flow information:          
Non-cash financing activity:          
Common stock - subscription receivable (Note 5)  $-   $54,652 

 

See accompanying notes to consolidated financial statements.

 

 F-27 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.Organization and Description of the Business

 

Nature of Operations

 

Scopus BioPharma Inc. (“Scopus”) was incorporated in the State of Delaware on April 18, 2017 under the name Project18 Inc. (“Project18”). On December 11, 2017, Project18 changed its name to Scopus BioPharma Inc. On June 1, 2017, Scopus acquired all the outstanding common stock of Vital Spark, Inc. (“VSI”) for a total purchase price of $15. VSI had not engaged in any business transactions prior to the acquisition date. On July 8, 2018, Scopus formed a wholly-owned subsidiary, Scopus BioPharma Israel Ltd. (“SBI”), and has funded operations to date through an intercompany loan.

 

Scopus and its subsidiary, VSI, are headquartered in New York, and SBI is headquartered in Jerusalem, Israel. Scopus, VSI and SBI are collectively referred to as the “Company”. The Company is a biotechnology company focused on developing novel therapeutics targeting the endocannabinoid system.

 

Going Concern

 

The provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 205-40, Presentation of Financial Statements - Going Concern (ASC 205-40) requires management to assess an entity's ability to continue as a going concern within one year of the date the financial statements are issued. In each reporting period (including interim periods), an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity's ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued.

 

The Company is an early-stage company and has not generated revenues to date. As such, the Company is subject to all of the risks associated with early-stage companies. Since inception, the Company has incurred losses and negative cash flows from operating activities which have been funded from the issuance of common stock and equity units (see Note 5). The Company does not expect to generate positive cash flows from operating activities in the near future, if at all, until such time it completes the development of its therapeutics, including obtaining regulatory approvals and anticipates incurring operating losses for the foreseeable future.

 

The Company incurred net losses of $685,964 and $263,534 for the year ended December 31, 2018 and for the period from April 18, 2017 (inception), through December 31, 2017, respectively, and has an accumulated deficit of $949,498 at December 31, 2018. The Company’s net cash used in operating activities was $747,317 and $152,252 for the year ended December 31, 2018 and for the period from April 18, 2017 (inception), through December 31, 2017, respectively.

 

The Company’s ability to fund its operations is dependent upon management's plans, which include raising capital through issuances of equity securities, securing research and development grants, generating sufficient revenues and controlling the Company’s expenses.

 

 F-28 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.Organization and Description of the Business (Continued)

 

Going Concern (Continued)

 

A failure to raise sufficient capital, generate sufficient revenues, or control expenses, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives. Accordingly, management has concluded this raises substantial doubt of the Company's ability to continue as a going concern within one year after the date the financial statements are issued.

 

The Company’s consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable to continue as a going concern.

 

2.Summary of Significant Accounting Policies

 

Basis of Presentation and Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the Company prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions and balances have been eliminated in consolidation.

 

Foreign Currency

 

The functional currency of Scopus and VSI is the US Dollar, and the functional currency of SBI is the Israeli New Shekel. All assets and liabilities of SBI are translated at the current exchange rate as of the end of the period, and revenue and expenses are translated at average exchange rates in effect during the period with the resulting gain or loss reflected as a foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive loss. Foreign currency transaction gains and losses resulting from, or expected to result from, transactions denominated in a currency other than the functional currency are recognized in the consolidated statements of operations and comprehensive loss.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in these consolidated financial statements include those related to the fair value of common stock, warrants, stock-based compensation, research and development expenses, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates.

 

 F-29 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  

2.Summary of Significant Accounting Policies (Continued)

 

Cash

 

The Company considers all money market accounts and other highly liquid investments purchased with original maturities of three months or less to be cash and cash equivalents. The Company maintains its cash at major financial institutions with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits, and there is no insurance on cash deposits within Israel. The Company has not experienced and does not anticipate any losses on deposits with commercial banks and financial institutions which exceed federally insured limits.

 

Revenues

 

The Company has elected to early adopt ASC 606, Revenue from Contracts with Customers (“ASC 606”), and its various amendments as of January 1, 2018. The core principle of ASC 606 is to recognize revenue when promised goods or services are transferred to customers in an amount equal to the consideration to which the entity expects to be entitled for those goods and services. ASC 606 defines a five-step process to achieve this core principle, and in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and for all other entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, although early adoption is permitted. As the Company has not generated any revenues through December 31, 2018, the adoption did not have any impact on the Company’s financial position, results of operations and cash flows for the year ended December 31, 2018.

 

Research & Development Expenses

 

Research and development expenses are expensed as incurred and consist principally of internal and external costs which includes the cost of patent licenses, contract research services, laboratory supplies, as well as development and manufacture of preclinical compounds and consumables.

 

Offering Costs

 

The Company capitalizes certain legal, accounting, and other third-party fees directly associated with in-process equity financing as deferred offering costs. The deferred offering costs are recognized as an offset against the proceeds upon consummation of the offering.

 

Fair Value Measurements

 

Certain assets and liabilities are carried at fair value in accordance with U.S. GAAP. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies, are as follows:

 

 F-30 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

2.Summary of Significant Accounting Policies (Continued)

 

Fair Value Measurements (Continued)

 

Level 1Valuations based on quoted prices for identical assets and liabilities in active markets.

 

Level 2Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data.

 

Level 3Valuations based on unobservable inputs reflecting the Company's own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment.

 

At December 31, 2018 and 2017, the carrying amounts of the Company's financial instruments, including cash, subscription receivable, value added tax receivable, prepaid expenses, accounts payable and accrued expenses and advance deposit on equity units, approximate their respective fair value due to the short-term nature of these instruments.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method, as required by FASB ASC Topic 740, Income Taxes. The Company provides for federal, and state income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date. The Company and VSI, file a consolidated U.S. federal and combined New York State and New York City income tax return.

 

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no uncertain tax positions as of December 31, 2018 and 2017, for the year ended December 31, 2018 or for the period from April 18, 2017 (inception) to December 31, 2017.

 

The Company has elected to adopt the presentation of deferred assets and deferred liabilities as non-current pursuant to ASU 2015-17- Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.

 

 F-31 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

2.Summary of Significant Accounting Policies (Continued)

 

Stock-Based Compensation

 

The Company has elected to early adopt ASU 2018-07—Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, as of January 1, 2018 to account for non-employee stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation (which previously included only share-based payments to employees and non-employee directors). Under the guidance, the fair value of share-based payments granted to non-employees are no longer required to be re-measured each reporting period over the vesting term. The Company measures and records compensation expense related to share-based payment awards based on the grant date fair value using the Black-Scholes option-pricing model. Forfeitures are recognized when they occur.

 

The Company calculates the fair value of options granted using the Black-Scholes option-pricing model using the following assumptions:

 

Expected Volatility - The Company estimates volatility for stock option grants by evaluating the average volatility used by a peer group of companies with terms that are approximately equal to the expected term of the options.

 

Expected Term - The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has limited historical data upon which it can estimate the expected lives of the share-based payment awards and accordingly has used the contractual term.

 

Risk-Free Interest Rate - The risk-free interest rate is based on the implied yield currently available on US Treasury zero-coupon issues with a term that is equal to the expected term of the options at the grant date.

 

Dividend Yield - The Company has not declared or paid dividends to date and does not anticipate declaring dividends in the foreseeable future. As such, the dividend yield has been estimated to be zero.

 

Net Loss Per Share

 

Basic net loss per common share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as dilutive net loss per share as the inclusion of all potential dilutive common shares which consist of stock options and warrants, would be anti-dilutive.

 

 F-32 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

2.Summary of Significant Accounting Policies (Continued)

 

JOBS Act Accounting Election

 

The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and its related amendments. The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance of ASU 2016-02 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that reporting period, and for all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within that reporting period. Earlier adoption is permitted for all entities as of the beginning of an interim period for which financial statements have not been issued or have not been made available for issuance. The Company is currently evaluating the impact the adoption of the new standard will have on its consolidated financial statements and disclosures.

 

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. This update provides guidance on how to record eight specific cash flow issues. This guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted and a retrospective transition method to each period should be presented. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230), requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

 

 F-33 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

2.Summary of Significant Accounting Policies (Continued)

 

Recent Accounting Pronouncements (Continued)

 

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASC 2017-01”), which amends the guidance of FASB ASC Topic 805, Business Combinations (ASC 805) adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The objective of ASU 2017-01 is to narrow the definition of what qualifies as a business under Topic 805 and to provide guidance for streamlining the analysis required to assess whether a transaction involves the acquisition (disposal) of a business. ASU 2017-01 provides a screen to assess when a set of assets and processes do not qualify as a business under Topic 805, reducing the number of transactions that need to be considered as possible business acquisitions. ASU 2017-01 also narrows the definition of output under Topic 805 to make it consistent with the description of outputs under Topic 606. Public business entities should apply the amendments in this ASU to annual periods beginning after December 15, 2017, including interim periods within those periods. All other entities should apply the amendments to annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company’s adoption of ASU 2017-01 on January 1, 2019 did not have a material impact on the consolidated financial statements.

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. The amendments in Part I of this ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is evaluating the effect that ASU 2017-11 will have on its consolidated financial statements and related disclosures.

 

 F-34 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

2.Summary of Significant Accounting Policies (Continued)

 

Recent Accounting Pronouncements (Continued)

 

In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). The amendments in this ASU provide financial statement preparers with an option to reclassify stranded tax effects within Accumulated Other Comprehensive Income (“AOCI”) to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. This amendment is effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in this ASU modify the disclosure requirements in Topic 820. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. For all entities, the amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. The Company does not expect the adoption to have a material impact on the consolidated financial statements.

 

The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the consolidated financial statements as a result of future adoption.

 

3.Accounts Payable and Accrued Expenses

 

Accounts payable and accrued expenses consist of the following as of:

  

  

December 31,

2018

  

December 31,

2017

 
Professional fees  $30,550   $50,483 
Due to affiliate   18,923    - 
Patent license fees   36,717    10,799 
Management services fees   27,766    50,000 
           
Total accounts payable and accrued expenses  $113,956   $111,282 

 

Amounts due to affiliate includes expenses incurred by HCFP LLC on behalf of the Company (see Note 7, Related Party Transactions).

 

 F-35 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

4.Commitments and Contingencies

 

Agreement Related to Intellectual Property Rights

 

In July 2017, VSI as “Licensee” entered into a Patent License Agreement (the “Patent License Agreement”) with The U.S. Department of Health and Human Services, as represented by the National Institute on Alcohol Abuse and Alcoholism (“NIAAA”) and the National Institute on Drug Abuse (“NIDA”) of the National Institutes of Health (“NIH”), (collectively “Licensor”). In the course of conducting biomedical and behavioral research, the Licensor developed inventions that may have commercial applicability. The Licensee acquired commercialization rights to certain inventions in order to develop processes, methods, or marketable products for public use and benefit.

 

Upon execution of the Patent License Agreement, VSI paid the Licensor an aggregate of $121,040, which included an upfront non-refundable fee of $50,000 and $71,040 for certain patent expenses incurred by the Licensor prior to the execution of the Patent License Agreement relating to patent applications. The Company determined that the Patent License Agreement did not meet the definition of a business pursuant to the guidance prescribed in FASB ASC Topic 805, Business Combinations, as the transaction principally resulted in the acquisition of intellectual property rights only. In this regard, the Company did not acquire any employees or tangible assets, or any processes, protocols, or operating systems. Additionally, at the time of the transaction, there were no activities being conducted related to the licensed patents. The Company recognized as expense the acquired intellectual property rights as of the transaction date on the basis the costs of an intangible asset purchased from others for use in a research and development activity and for which there are no alternative future uses are expensed as research and development at the time such costs are incurred. In addition, patent fee reimbursement under the Patent license agreement was $25,918 and $10,799 for the year ended December 31, 2018 and for the period from April 18, 2017 (inception) to December 31, 2017 and is recognized as research and development expense in the accompanying consolidated statements of operations comprehensive loss.

 

Pursuant to the terms of the Patent License Agreement, VSI is required to make minimum annual royalty payments, with the first payment of $25,000 due on January 1, 2019. Subsequent minimum annual royalty payments are due and payable on January 1 of each calendar year and shall be credited against any earned royalties due for sales made in that year, throughout the term of the Patent License Agreement. The Patent License Agreement also provides for payments from VSI to the Licensor upon the achievement of certain product development and regulatory clearance milestones, as well as royalty payments on net sales upon the commercialization of products developed utilizing the licensed patents.

 

VSI is obligated to pay earned royalties based on a percentage of net sales, as defined in the Patent License Agreement, of licensed product throughout the term of the Patent License Agreement. Since April 18, 2017 (inception) through December 31, 2018, there have been no sales of licensed products. In addition, VSI is also obligated to pay the licensor additional sublicensing royalties on the fair market value of any consideration received for granting each sublicense. Since April 18, 2017 (inception) through December 31, 2018, VSI has not entered into any sublicensing agreements and therefore no sublicensing consideration has been paid to licensor.

 

 F-36 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

4.Commitments and Contingencies (Continued)

 

Cooperative Research and Development Agreement

 

Effective January 11, 2018, VSI signed a two-year Cooperative Research and Development Agreement (the “CRADA Agreement”) with the NIH for preclinical testing relating to the Patent License Agreement described above. The term of the CRADA Agreement can be extended, beyond the initial two-year term, by agreement in writing by both parties. Pursuant to the terms of the CRADA Agreement each party will provide scientific staff and other support necessary to conduct the research and other activities described in the research plan. Funds provided by VSI pursuant to the terms of the CRADA Agreement will be used by the NIH to acquire technical, statistical, and administrative support for the research activities, as well as pay for supplies and travel expenses.

 

The fees incurred in connection with the CRADA Agreement for the year ended December 31, 2018 amounted to $130,000, and are included in research and development expenses in the accompanying consolidated statements of operations and comprehensive loss.

 

Effective October 31, 2018, VSI and NIH amended the CRADA Agreement to defer funding for year two subject to additional testing by NIH. Pursuant to the amendment, VSI can elect to terminate the CRADA Agreement without any further obligations or proceed with the research for year two, subject to their review and approval of the results of the additional testing.

 

Memorandums of Understanding

 

Effective July 28, 2018, SBI entered into two Memorandums of Understanding (“MOUs”) with Yissum Research Development Company (“Yissum”) of the Hebrew University of Jerusalem Ltd. (“Hebrew University”). Pursuant to the terms of the MOUs, SBI shall provide funding for research and development studies to be performed by researchers at Hebrew University in the areas of cannabinoid therapeutics and cannabinoid synthesis over a two-year period. Funds provided by SBI pursuant to the terms of MOUs will be used by the researchers at Hebrew University to acquire technical, statistical, and administrative support for the research activities, as well as pay for supplies. SBI has the exclusive right to license the study results by providing written notice to Yissum during the respective study periods or within 60 days of the studies’ completion. Upon providing such notice, SBI and Yissum shall negotiate a license agreement for the commercial development and exploitation of the study results. We have entered into one such license agreement as disclosed under “Intellectual Property Licenses.” SBI shall be entitled to reimbursement of the amounts funded for the research and development studies and patent prosecution costs, if any, in the event Yissum enters into a license agreement with a third party, subject to certain conditions.

 

The fees incurred in connection with these MOU’s for the year ended December 31, 2018 amounted to $62,187 and are included in research and development expenses in the accompanying consolidated statements of operations and comprehensive loss. The Company also recorded a prepaid expense of $103,044 in connection with these MOU’s which is included in “prepaid expenses” in the accompanying consolidate balance sheet as of December 31, 2018.

 

 F-37 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

4.Commitments and Contingencies (Continued)

 

Legal Proceedings

 

The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. Notwithstanding, legal proceedings are subject-to inherent uncertainties, and an unfavorable outcome could include monetary damages, and in such event, could result in a material adverse impact on the Company’s business, financial position, results of operations, and cash flows.

 

5.Stockholders’ Equity

 

Preferred Stock

 

The Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.001 per share with such designation, rights and preferences as may be determined from time-to-time by the Company’s board of directors. All 20,000,000 shares remained unissued as of December 31, 2018 and 2017.

 

Authority is expressly vested in the board of directors, to authorize the issuance of one or more series of preferred stock.

 

Common Stock

 

The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share.

 

The number of authorized shares of common stock may be increased or decreased (but not below the number of shares of common stock then outstanding) by an affirmative vote of the holders of a majority of the common stock.

 

On June 1, 2017, the Company issued 10,000,000 shares of its common stock at a price of $0.001 per share to HCFP II LLC (“HCFP II”), an affiliated entity, as founders’ stock, for an aggregate purchase price of $10,000. On June 2, 2017, HCFP II transferred such shares to other affiliated entities.

 

On December 12, 2017, the Company authorized the issuance of up to 500,000 shares of its common stock at a price of $1.00 per share. A total of 361,518 shares were issued in December 2017 resulting in net proceeds of $355,122 after issuance costs. As of December 31, 2017, the Company recorded a subscription receivable for $54,652 relating to purchase of shares of common stock for which the purchase price funding was received subsequent to December 31, 2017. In 2018, the Company sold the remaining 138,482 authorized shares of common stock, resulting in net proceeds of $128,040 after issuance costs.

 

The powers, preferences and rights of the holders of the common stock are junior to the preferred stock and is subject to all the powers, rights, privileges, preferences and priorities of the preferred stock. The holder of each share of common stock shall have the right to one vote per share. Each holder of common stock shall be entitled to receive dividends and distributions (whether payable in cash or otherwise) as declared by the board of directors of the Company. In the event of any liquidation, dissolution or winding-up of the Company (whether voluntary or involuntary), the assets available for distribution will be in equal amounts per share to the holders of common stock.

 

 F-38 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

5.Stockholders’ Equity (Continued)

 

Equity Units

 

On July 20, 2018, the Company authorized the issuance of up to 266,667 units at a price of $1.50 per unit (the “Units”). In January and February 2019, the Company increased the number of authorized Units available for issuance to 833,333 and 1,000,000, respectively, on the same terms and at the same price as the initial authorization. Each Unit is comprised of one share of the Company’s common stock and two warrants (“Unit Warrants”). Each Unit Warrant is exercisable for one share of the Company’s common stock at a price of $1.00 per share, expires on July 31, 2023, and carries a mandatory exchange feature as described in the relevant warrant subscription agreement. The exercise price is not subject to adjustment, except in the event of stock dividends and stock splits. Further, in the event of a Fundamental Transaction, as defined in the agreement, the holders can participate pari passu with common stockholders in the consideration paid by an acquirer for the Company’s shares. A total of 266,667 Units were issued in 2018 resulting in net proceeds of $390,930 after issuance costs. The Company received $24,008 in 2018 relating to 16,005 Units which were subsequently issued in January 2019 following the increase in number of authorized Units (see Note 9, Subsequent Events). The Company recorded the $24,008 as an advance deposit on equity units as of December 31, 2018 which was reclassified to equity upon issuance of the Units. The holders of the Unit Warrants have the same rights to receive dividends or other distribution of assets as the holders of common stock. As such these Unit Warrants are considered participating securities under the two-class method of calculating the net loss per share. The Company has incurred net losses to date, and as the holders of these Unit Warrants are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the periods presented.

 

Yissum Warrants

 

On October 3, 2018, the Company issued a warrant to Yissum, entitling Yissum to purchase up to 450,000 shares (“Warrant Shares”) of the Company’s common stock at an exercise price of $1.50 per share of common stock and expires on October 3, 2025. This warrant was issued as consideration to Yissum in connection with the execution of the MOUs (see Note 4). Upon issuance of this warrant, 50,000 Warrant Shares were immediately exercisable with additional Warrant Shares vesting upon the execution of license agreements within a specified number of days upon notice by the Company of their intent to enter into such license agreements. The Company has determined that as of December 31, 2018, it is probable that the Company will enter into at least one license agreement. Accordingly, for the year ended December 31, 2018, the Company is recognizing compensation expense for the 50,000 Warrant Shares that were exercisable upon issuance of the warrant and 50,000 Warrant Shares relating to the probable execution of a license agreement which was executed on March 5, 2019 (see Note 9, Subsequent Events).

 

The estimated fair value of the Yissum Warrants was calculated using Black-Scholes option pricing model using the following assumptions; fair value of underlying common stock of $1.00, contractual life of 7 years; risk free interest rate of 3.06%; volatility of 68%, and dividend yield of 0%. There has been no history of dividend payments and there are no expectations of dividend payments during the next several years. The fair value of each warrant was $0.59 resulting in stock-based compensation of $59,434 being recognized for the year ended December 31, 2018 and included in Research and Development expense in the accompanying consolidated statements of operations and comprehensive loss.

  

 F-39 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

5.Stockholders’ Equity (Continued)

 

Yissum Warrants (Continued)

 

The table below summarizes the warrant activity during the year end December 31, 2018 and for the period April 18, 2017 (inception) to December 31, 2017:

 

       Weighted- 
       Average 
       Exercise 
   Warrants   Price 
         
Outstanding at December 31, 2017   -   $- 
Granted   450,000    1.50 
Exercised   -    - 
Forfeited   -    - 
           
Outstanding at December 31, 2018   450,000   $1.50 
           
Warrants exercisable at December 31, 2018   100,000   $1.50 

 

As of December 31, 2018, the remaining contractual term of the Warrant Shares was 6.76 years.

 

6.Stock Options

 

Effective September 24, 2018, the Company approved the Scopus BioPharma Inc. 2018 Equity Incentive Plan (the “Plan”), and reserved 1,000,000 shares of the Company’s common stock, for issuance under the Plan. The stock options shall be granted at an exercise price per share equal to at least the fair market value of the shares of common stock on the date of grant.

 

On October 1, 2018, the Company granted 175,000 stock options to certain of its Advisory Board Members under the Plan. The grant of options was made in consideration of services performed and to be performed by the Advisory Board Members to the Company. The stock options have an exercise price of $1.50 per share, expire on September 30, 2028, and vest ratably on a quarterly basis over three years.

 

The estimated fair value of the Stock options issued to the Advisory Board Members was calculated using the Black-Scholes option pricing model using the following assumptions; fair value of underlying common stock of $1.00, contractual life of 10 years; risk free interest rate of 3.23%; volatility of 68%, and dividend yield of 0%. There has been no history of dividend payments and there are no expectations of dividend payments during the next several years. The fair value of each option was $0.70 resulting in stock-based compensation of $10,210 being recognized for the year ended December 31, 2018 and included in General and Administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.

 

 F-40 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

6.Stock Options (Continued)

 

The table below summarizes the stock option activity during the year ended December 31, 2018 and for the period from April 18, 2017 (inception) to December 31, 2017:

 

      Weighted- 
   Number   Average 
   of Stock   Exercise 
   Options   Price 
         
Outstanding at December 31, 2017   -   $- 
Granted   175,000    1.50 
Exercised   -    - 
Forfeited   -    - 
           
Outstanding December 31, 2018   175,000    1.50 
           
Vested and exercisable at December 31, 2018   14,586   $1.50 
           
Unvested at December 31, 2018   160,414   $1.50 

 

As of December 31, 2018, total unrecognized stock-based compensation expense of $112,290 is expected to be recognized over the remaining contractual term of 9.75 years.

 

7.Related Party Transactions

 

On September 1, 2017, the Company entered into a management services agreement with HCFP/Strategy Advisors LLC (“HCFP/Strategy Advisors”), an affiliated entity, to provide management services to the Company including, without limitation, financial and accounting resources, general business development, corporate development, corporate governance, marketing strategy, strategic development and planning, coordination with service providers and other services as agreed upon between the parties. The Company shall pay HCFP/Strategy Advisors a monthly management services fee of $10,000, plus related expense reimbursements. This management services agreement was in effect for a period of one year and is automatically renewable for successive one-year terms unless terminated prior to the end of such term as set forth in the management services agreement.

 

Effective January 9, 2018, HCFP/Strategy Advisors assigned its management services agreement with the Company to HCFP/Portfolio Services LLC (“Portfolio Services”), an affiliated entity.

 

Effective July 1, 2018, the Company amended the management services agreement with Portfolio Services to include an additional monthly fee of $1,500 for the provision of office space and facilities to the Company.

 

For the year ended December 31, 2018 and for the period from April 18, 2017 (inception) to December 31, 2017, the Company incurred expenses of $129,000 and $40,000, respectively, related to this management services agreement which are included in “General and administrative expenses” in the accompanying consolidated statements of operations and comprehensive loss. At December 31, 2018 and 2017, the amount due to Portfolio Services, was $10,000 and $40,000,

 

 F-41 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

7.Related Party Transactions (Continued)

 

respectively and is included in accounts payable and accrued expenses on the accompanying consolidated balance sheets.

 

On September 1, 2017, the Company entered into a management services agreement with Clil Medical Ltd. (“Clil”) for Morris C. Laster, M.D., the sole principal of Clil, to serve as the Company’s Chief Executive Officer. The Company shall pay Clil a monthly management services fee of $10,000, plus related expense reimbursements. This agreement was in effect for a period of one year and is automatically renewable for successive one-year terms unless terminated prior to the end of such term as set forth in the management services agreement. For the year ended December 31, 2018 and for the period from April 18, 2017 (inception) to December 31, 2017, the Company incurred expenses of $127,143 and $40,000, respectively, related to this management services agreement which are included in “General and administrative expenses” in the accompanying consolidated statements of operations and comprehensive loss. At December 31, 2018 and 2017, the total amounts due to Clil were $17,766 and $10,000, respectively, and are included in accounts payable and accrued expenses on the accompanying consolidated balance sheets.

 

From time to time, certain expenses of the Company have been paid for by an affiliate of Portfolio Services. As of December 31, 2018 and 2017, the balances due to such affiliate entity were $18,923 and $0, respectively.

  

Effective January 2019, the monthly management services agreements referenced above with Portfolio Services and Clil have each been amended to increase the monthly management services fees payable to $25,000 per month.

 

In January 2019, the Company paid HCFP/Strategy Advisors $50,000 for strategic consulting services related to an analysis of the cannabinoid therapeutic industry.

 

8.Income Taxes

 

The components of income tax expense are as follows:

 

   December 31,
2018
   Period from
April 18, 2017
(inception) to
December 31,
2017
 
Current        
Federal, State, Foreign  $-   $- 
           
Deferred:        
Federal   143,858    55,342 
State   93,172    35,787 
Foreign   18,692    - 
           
    255,722    91,129 
Valuation Allowance   (255,722)   (91,129)
Net Deferred Tax  $-   $- 

  

 F-42 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

8.Income Taxes (Continued)

 

The reconciliation of the provision for income taxes at the federal statutory rate of 21% and 34% to the actual tax expense or benefit for the applicable years were as follows:

 

   December 31,
2018
   Period from
April 18, 2017
(inception) to
December 31,
2017
 
Statutory Federal Tax  $(144,053)  $(55,342)
           
Meals and Entertainment   195    - 
State Taxes   (93,172)   (35,787)
Foreign Taxes   (18,692)   - 
Change in Valuation Allowance   255,722    91,129 
    -      
           
Income Tax Expense (Benefit)  $-   $- 

 

Deferred tax assets consist of the following:

 

   December 31, 
   2018  2017 
Start-up Costs  $36,451   $39,037 
Patents   59,176    48,274 
Non-qualified Stock Options   24,093    - 
Net Operating Losses   208,437    3,818 
OCI – Unrealized Foreign Exchange Loss   3,308    - 
Foreign Research Costs   8,683    - 
Foreign Net Operating Losses   10,009    - 
           
Total Deferred Tax Assets   350,159    91,129 
           
Valuation Allowance  (350,159)   (91,129)
Net Deferred Tax Assets  $-   $- 

 

The Company has available approximately $11,000 of U.S. net operating loss carryovers which expire by 2037, and $591,500 and $176,100 of US and foreign net operating losses carryovers, respectively, with indefinite lives. ASC 740 requires a “more likely than not” criterion be applied when evaluating the realization of a deferred tax asset. Management does not expect that it is more likely than not that the Company will generate sufficient taxable income in future years to utilize the deferred tax assets. Accordingly, the Company has recorded a full valuation allowance against the deferred tax assets.

 

On December 22, 2017, the president of the United States signed into law what is commonly referred to as the Tax Cuts and Jobs Act of 2017 (Public Law No. 115-97), referred to herein as the

  

 F-43 

 

 

SCOPUS BIOPHARMA INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

8.Income Taxes (Continued)

 

Tax Cuts and Jobs Act. The Tax Cuts and Jobs Act is a comprehensive revision to federal tax law which makes broad and complex changes to the U.S. tax code, including, but not limited to, reducing the U.S. federal corporate tax rate from 35% to 21%, eliminating the corporate alternative minimum tax (AMT) and changing how existing AMT credits can be realized; creating a new limitation on deductible interest expense; changing rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017; and limitations on the deductibility of certain executive compensation. At December 31, 2017 the change in rates did not have a material impact on the Company’s deferred tax assets and corresponding valuation allowance.

 

In December 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses situations where the accounting is incomplete for the income tax effects of the Tax Cuts and Jobs Act. SAB 118 directs taxpayers to consider the impact of the Tax Cuts and Jobs Act as “provisional” when the Company does not have the necessary information available, prepared, or analyzed, including computations, to finalize the accounting for the changes resulting from the Tax Cuts and Jobs Act. Companies are provided a measurement period of up to one year to obtain, prepare, and analyze information necessary to finalize the accounting for provisional amounts or amounts that cannot be estimated as of December 31, 2017. The change in tax law did not have a material impact on the Company’s consolidated financial statements.

 

9.Subsequent Events

 

The Company has evaluated subsequent events through April 3, 2019, which is the date the consolidated financial statements were available to be issued, and except as described below, has concluded there were no material subsequent events that required recognition or disclosure in the consolidated financial statements.

 

Effective March 5, 2019, the Company entered into a license agreement with Yissum with respect to the results and intellectual property generated from research being conducted at Hebrew University under one of the MOUs. Under the terms of the license agreement, the Company shall make certain payments to Yissum upon completion of certain development milestones and execution of any sublicenses and royalties on future product sales, if any.

 

Between January 1, 2019 and March 31, 2019, the Company sold an additional 717,328 Units (excluding the 16,005 Units that were issued in January 2019 related to the advance deposits for such units received in 2018) resulting in gross proceeds of $1,075,992.

 

 F-44 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

  

 

 

____ Series A Units

  

 

 

      

PROSPECTUS

     

 

 

 

Benchmark Company

 

 

__________ __, 2019

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

 

Information Not Required In Prospectus Item 13. Other Expenses of Issuance and Distribution

 

The following is a statement of estimated expenses in connection with the issuance and distribution of the securities being registered. All expenses incurred with respect to the registration of the common stock will be borne by us. All amounts are estimates except the SEC registration fee and the FINRA filing fee.

 

    Amount to be Paid  
     
SEC registration fee   $ 3,145.14  
FINRA filing fee        
Printing expenses        
Legal fees and expenses        
Accounting fees and expenses        
NASDAQ listing fee       (1)
Miscellaneous expenses        
Total        

 

(1)This amount represents additional expenses that may be incurred by the registrant in connection with the offering over and above those specifically listed above, including distribution and mailing costs.

 

 77 

 

 

Item 14. Indemnification of Directors and Officers.

 

Scopus BioPharma Inc.’s certificate of incorporation and By-Laws provide that all directors and officers shall be entitled to be indemnified by such company to the fullest extent permitted by law. The certificate of incorporation provides that Scopus BioPharma Inc. may indemnify to the fullest extent permitted by law all employees. Scopus BioPharma Inc.’s By-Laws provide that, if authorized by the board of directors, it may indemnify any other person whom it has the power to indemnify under section 145 of the Delaware General Company Law. Section 145 of the Delaware General Company Law concerning indemnification of officers, directors, employees and agents is set forth below.

 

“Section 145. Indemnification of officers, directors, employees and agents; insurance.

 

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

 

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

 

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

 

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

 

(e) Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

 

 78 

 

 

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

 

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

 

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

 

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

 

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 79 

 

 

Paragraph B of Article Eight of Scopus BioPharma Inc.’s certificate of incorporation provides:

 

“The Company, to the full extent permitted by Section 145 of the GCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized hereby.”

 

Pursuant to the Underwriting Agreement filed as Exhibit 1.1 to this Registration Statement, Scopus BioPharma Inc. has agreed to indemnify the Underwriters and the Underwriters have agreed to indemnify Scopus BioPharma Inc. against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.

 

 80 

 

 

Item 15. Recent Sales of Unregistered Securities.

 

Set forth below is information regarding shares of capital stock issued by us during the period since our inception on April 18, 2017. Also included is the consideration received by us for such shares and information relating to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

 

In July 2017, in connection with our organization, we issued 10,000,000 shares of common stock at a price of $.001 per share, or $10,000 in total, to our founders.

 

From December 2017 through February 2018, we issued 500,000 shares of common stock at a price of $1.00 per share, or $500,000 in total, to accredited investors.

 

From July 2018 through March 2019, we issued 1,000,000 units at a price of $1.50 per unit, or $1,500,000 in total, to accredited investors. Each unit consisted of a share of common stock and two warrants each exercisable for a share of common stock at an exercise price of $1.00.

 

In May 2019, we issued 859,855 shares of common stock upon exercise of 859,855 warrants, which were issued in the unit financing described above.

 

All of the securities described above were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. No underwriting discounts or commissions were paid with respect to such sales.

 

 81 

 

 

Item 16. Exhibits and Financial Statement Schedules:

 

1.1 Form of Underwriting Agreement*
3.1 Certificate of Incorporation of the Registrant*
3.2 By-laws of Registrant*
4.1 Form of Common Stock Certificate*
4.2 Form of Warrant Certificate*
4.3 Form of Warrant Agreement with ______________*
4.4

Form of Unit Purchase Option*

5.1 Opinion of Greenberg Traurig, LLP Regarding Legality and Consent*
10.1 Memorandum of Understanding for Dr. Alexander Binshtok research with Yissum Research Development Company Hebrew University of Jerusalem Ltd. dated as of July 28, 2018
10.2 Memorandum of Understanding for Dr. Dmitry Tsvelikhovsky with Yissum Research Development Company Hebrew University of Jerusalem Ltd. dated as of July 28, 2018
10.3 Cooperative Research and Development Agreement with the National Institute of Health
10.4 Second Amendment to Cooperative Research and Development Agreement
10.5 Patent Health Service License Agreement with the National Institute of Health
10.6 Research and License Agreement with Yissum Research Development Company of the Hebrew University of Jerusalem Ltd.
10.7 Advisory Board Member Agreement*
10.8 Clil Medical Ltd. Management Services Agreement*
10.9 HCFP/Portfolio Services LLC Management Services Agreement*
21.1 Subsidiaries of Registrant*
23.1 Consent of Citrin Cooperman & Company, LLP
23.2 Consent of Greenberg Traurig, LLP (included in Exhibit 5.1)*
24.1 Power of Attorney (indicated on the signature page hereto)

 

* To be filed by subsequent amendment.

 

 82 

 

 

Item 17. Undertakings.

 

(a) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

Provided, however, that paragraphs (a)(1)(i), (ii), and (iii) do not apply if the registration statement is on Form S-1, Form S-3, Form SF-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or, as to a registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to 424(b) of this chapter that is part of the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. 

 

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

 83 

 

 

(b)   The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

 

(c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(d)   The undersigned registrant hereby undertakes that:

 

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(e)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 84 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the ___ day of ________, 2019.

 

  SCOPUS BIOPHARMA INC.

 

  By:
    Co-Chairman and Chief Executive Officer
    (Principal Executive Officer)

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each Morris C. Laster and Joshua R. Lamstein his true and lawful attorney-in-fact, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name   Position   Signature   Date
             
Morris C. Laster, M.D.   Co-Chairman, Chief Executive Officer and Director      
             
Joshua R. Lamstein   Co-Chairman and Director        
             
Daniel J. Politzer   Chief Financial Officer and Chief Operating Officer      
             
Robert J. Gibson   Vice Chairman, Secretary, Treasurer and Director      
             
Ira Scott Greenspan   Director      

 

 85 

 

 

ALTERNATE PAGES FOR SELLING STOCKHOLDER PROSPECTUS

 

preliminary prospectus

 

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

 

Subject to Completion, dated JUNE 18, 2019

 

PROSPECTUS

  

 

__________ Shares of Common Stock

 

The selling stockholders plan to sell an aggregate of up to [__] outstanding shares of the registrant’s common stock.

 

The shares offered by this prospectus may be sold by the selling stockholders in the open market, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of the sale or at negotiated prices.

 

We have applied to have our common stock listed on the Nasdaq Global Market under the symbol “_________.” 

 

The distribution of the shares by the selling stockholders is not subject to any underwriting agreement. We will not receive any proceeds from the sale of the shares by the selling stockholders. We will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the selling stockholders will be borne by them.

  

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.

 

Investing in the securities offered by this prospectus involves a high degree of risk. Our company is at an early stage of its development and our securities may only be appropriate for long-term investment. You should purchase our securities only if you can afford to lose your entire investment. See “Risk Factors” beginning on page 6 of this prospectus for a discussion of information that should be considered in connection with an investment in such securities.

  

You should rely only on the information contained in this prospectus and any prospectus supplement or amendment. We have not authorized anyone to provide you with different information. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus is only accurate on the date of this prospectus, regardless of the time of any sale of securities.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is ________, 2019

 

 86 

 

 

prospectus summary

 

EXPLANATORY NOTE

 

Concurrently with this offering, the company is registering shares of Series A Units in connection with an initial public offering, or IPO, of _______ Series A Units through underwriters (including Series A Units which may be issued on exercise of a 45-day option granted to the underwriters to cover over-allotments, if any). Sales by stockholders that purchased our Series A Units from the underwritten IPO may reduce the price of outstanding shares common stock and, as a result, the liquidity of your investment.

 

 

The Offering

This prospectus relates to the sale of ___ shares of common stock previously issued to our common stockholders other than officers, directors, and/or holders of 5% or more of our outstanding shares of common stock. The Company will not receive any proceeds from the sales of our common stock made under this prospectus.

 

SELLING STOCKHOLDERS

 

The shares of common stock being offered by the selling stockholders represent sales of the shares of common stock previously issued to the selling stockholders. We are registering shares of common stock in order to permit the selling stockholders to offer the shares for resale. None of the selling stockholders have had any material relationship with us within the past year.

  

The table below lists the selling stockholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the shares of common stock held by the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on their respective ownership of shares of common stock of the Company as of _______. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. The fourth column assumes the sale of all of the shares of common stock offered by the selling stockholders pursuant to this prospectus. 

 

Selling stockholders may not sell any of their shares under this prospectus until after five business days of the first to occur of the following: (1) the closing relating to the exercise of the underwriter’s over-allotment in full; (2) the termination, by the underwriter, of its over-allotment option; or (3) the expiration of the 45-day option period; provided, however, in no event shall shares be sold until after the 31st day following the effective date of this alternative prospectus.

 

Name of selling stockholders  Number of Shares
of Common Stock
Owned Prior to
Offering
   Maximum Number of
Shares of Common
Stock to be Sold
Pursuant to this
Prospectus
   Number of Shares of
Common Stock
Owned After
Offering
 
                               
                  (1)          
                

 

(1)Includes ___ shares that would be currently owned upon exercise of the Warrants.

 

 87 

 

 

PLAN OF DISTRIBUTION

 

The selling stockholders may, from time to time, sell any or all of their shares of our common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The shares of common stock may be sold in one or more transactions at the current market price of the common stock. The selling stockholders may use any one or more of the following methods when selling shares:

 

any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

 

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

transactions other than on these exchanges or systems or in the over-the-counter market;

 

through the writing of options, whether such options are listed on an options exchange or otherwise;

 

an exchange distribution in accordance with the rules of the applicable exchange;

 

privately negotiated transactions;

 

short sales;

 

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

 

a combination of any such methods of sale; and

 

any other method permitted pursuant to applicable law.

 

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. In general, a person who has beneficially owned restricted shares of our common stock for at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the three months preceding the sale.

 

The selling stockholders may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades.

 

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of our common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

 

In connection with the sale of the shares of our common stock, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of our common stock in the course of hedging in positions they assume. The selling stockholders may also short sell shares of our common stock and deliver shares of our common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of our common stock to broker-dealers that in turn may sell such shares.

 

The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of our common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of our common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

 

 88 

 

 

The selling stockholders also may transfer the shares of our common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of our common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgees, transferees or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of our common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 

The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be an “Underwriter” within the meaning of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to such broker-dealers or agents, and any profit realized on the resale of the shares purchased by them, may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of our common stock is made, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of our common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of our common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of our common stock registered pursuant to the registration statement, of which this prospectus forms a part.

 

Each selling stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute our common stock. None of the selling stockholders who are affiliates of broker-dealers, other than the initial purchasers in private transactions, purchased the shares of common stock outside of the ordinary course of business or, at the time of the purchase of the common stock, had any agreements, plans or understandings, directly or indirectly, with any person to distribute the securities.

 

We are required to pay all fees and expenses incident to the registration of the shares of common stock. Except as provided for indemnification of the selling stockholders, we are not obligated to pay any of the expenses of any attorney or other advisor engaged by a selling stockholder. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

 

If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, we will file a post-effective amendment to the registration statement. If the selling stockholders use this prospectus for any sale of the shares of our common stock, they will be subject to the prospectus delivery requirements of the Securities Act.

 

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of our common stock and activities of the selling stockholders, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in passive market-making activities with respect to the shares of common stock. Passive market making involves transactions in which a market maker acts as both our underwriter and as a purchaser of our common stock in the secondary market. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock. 

 

USE OF PROCEEDS

 

We will not receive proceeds from sales of our common stock made under this prospectus.

 

DETERMINATION OF OFFERING PRICE

 

There currently is no public market for our common stock. The selling stockholders will determine at what price they may sell their shares of our common stock, and such sales may be made at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” above for more information.

 

 89 

 

 

LEGAL MATTERS

 

Certain legal matters with respect to the validity of the securities being offered by this prospectus will be passed upon by Greenberg Traurig LLP, Tysons Corner, Virginia.

 

 90 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

  

 

 

 

 

____ Shares of Common Stock

 

 

 

 

 

PROSPECTUS

     

 

 

 

 

__________ __, 2019

 

 

  

 

 

 

 

 

 

 

 

 

 

  

 

EX-10.1 2 tv523189_ex10-1.htm EXHIBIT 10.1

 

Exhibit 10.1

 

  REDACTED
 

*Certain identified information has been excluded from the exhibit because it is both: (i) not material and (ii) would be competitively harmful if publicly disclosed.* 

 

MEMORANDUM OF UNDERSTANDING

 

This Memorandum of Understanding (“MOU”) is made as of July 28, 2018 (the “Effective Date”), by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”), of the first part and Scopus BioPharma Israel Ltd., 22 Joseph Rivlin Street, Jerusalem 9424018 (the “Company”); of the second part (Yissum and the Company collectively the “Parties”; each of Yissum and the Company, individually, a “Party”). 

 

WHEREAS, Yissum is interested in receiving funding and the Company is willing to fund the conduct of a feasibility study led by Dr. Alexander Binshtok (the “Researcher”) and his teams at the Hebrew University of Jerusalem (the “University”), for the project entitled “CBD-mediated activation of nociceptive TRPV1 and TRPV2 channels for painless pain-selective anesthesia” (the “Project”). The feasibility study will be carried out, under the Company’s sponsorship and supervision, by the Researcher and his teams at the University, in accordance with the study program set forth in Appendix A (the “Study”), annexed to this Agreement and forming an integral part of this MOU; 

 

AND WHERAS, the Company wishes, subject to its sole discretion, to obtain a license to the Results (as such term is defined below) in the Field (as such term is defined below) in accordance with the agreed upon commercial terms set forth in Appendix B; and all subject to the terms and conditions of this MOU. 

 

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set out herein, and other good and valuable consideration, the Parties hereby agree as follows: 

  

1.The Study

 

1.1The Company hereby undertakes to finance performance of the Study for a period of two years (“Study Period”) in accordance with the Study Program or any amendment thereof. Such financing shall be, subject to any earlier termination of the Study pursuant to section 1.2, below, in an amount of NIS 351,000 (Three Hundred and Fifty One Thousand NIS) plus VAT (inclusive of overhead) (the “Study Fee”) payable as follows: on or before September 1, 2018,[                                            ] plus VAT and on or before September 1, 2019,[                                                                                      ] plus VAT.

 

1.2The Study shall be conducted by and under the supervision of the Researcher. Should the Researcher be unable to complete the Study for any reason, Yissum shall notify the Company in writing of the identity of a replacement researcher along with such documentation to support such replacement researcher’s qualifications. If the replacement researcher is not acceptable to the Company in its sole discretion, the Company upon written notice to Yissum delivered within 30 days of notice of the proposed replacement researcher shall have the right to terminate for convenience the Study, provided that (i) no monies paid to Yissum for the Study will be refundable other than amounts paid in advance for the costs of the Study which have not yet been expended or obligated; and (ii) the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments entered into by Yissum prior to having received the Company’s written notice of termination. For the avoidance of any doubt, the Company shall not be required to pay any balance of the Study Fee to Yissum other than set forth in this Section 1.2.

  

1.3At the end of the Study Period, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Study during the Study Period (the “Scientific Report”). In addition, Yissum shall provide updates of its progress no less often than quarterly and shall respond to the Company’s reasonable requests for progress information from time to time.

  

   

 

 

2.Notice. At any time during the Study Period until sixty (60) days following receipt by the Company of the Scientific Report (the “Notice Period”), the Company shall have the right to deliver written notice to Yissum (the “Notice”) as to whether the Company (on its own or in conjunction with a partner of the Company), desires to commercialize the inventions, patents, patent applications, information, material, results, devices, and/or know-how created, generated or reduced to practice in the course of or arising from the performance of the Study (the “Results”) in the Field. For the purpose of this Agreement, “Field” shall mean pain and anesthesia.

 

3.Ownership of the Results. Yissum shall own all Results (including any new intellectual property and know-how developed by, or under the direction of, the Researcher before and during the Study).

 

4.Confidentiality. During the Study Period and through the end of the Negotiation Period or the execution of the License Agreement, whichever occurs first, the Company and Yissum shall safeguard as confidential all non-public information regarding the Study and the Results (“Confidential Information”) and shall not use or disclose the Results except for purposes of evaluating the possibility of commercializing the Results. The Company shall ensure that every third party to whom it has disclosed any Confidential Information shall comply with the foregoing confidentiality and non-disclosure obligations. The Company shall not mention the name of the University, Yissum or the Researcher unless required by law or in connection with prosecuting and/or maintaining the Results Patents (as defined below), in any manner or for any purpose in connection with this Agreement or any matter relating to the Study, without obtaining the prior written consent of Yissum which shall not be unreasonably withheld; provided, however, no such consent shall be required if such disclosure is undertaken in connection with the Company’s capital raising efforts or for public reporting requirements.

 

5.License. If the Company provides the Notice within the Notice Period, the Parties shall have a period ending one hundred eighty (180) after the end of the Notice Period (“Negotiation Period”) for Yissum to exclusively negotiate a license agreement with the Company upon the commercial terms and conditions set forth in Appendix B, which forms an integral part of this MOU, and on additional commercial and other terms and conditions (the “License Agreement”). If such negotiations, which the Parties agree to undertake in good faith, do not result in the execution of a License Agreement within the Negotiation Period, either of the Parties shall have the right to withdraw from such negotiations. Yissum shall thereafter have the right to extend a license to any third party. Upon extension of such license and provided that such license generates license consideration, Yissum shall pay to the Company                                        [                   ] of the “Net Proceeds” (as such term is defined below) actually received by Yissum from such license to a third party, until such time as the Company shall have received, in aggregate, 100% of the Study Fee and all patent prosecution costs that Company may have advanced hereunder (the “Reimbursement”).

  

For the purpose of this section, “Net Proceeds” means royalties, sublicense consideration or license milestone consideration actually received by Yissum in respect of such license with a third party (excluding payments for the supply of services or materials or for patent expenses) after deduction of: (a) all costs, fees and expenses incurred by Yissum in connection with such license (including patent costs not reimbursed as aforesaid, all out-of-pocket attorney’s fees and expenses and other direct costs and expenses in connection with the negotiation and execution of such license); and (b) amounts, if any, required by Yissum to pay governmental or regulatory authorities (including the Israel Innovation Authority) by virtue of any funding, support or assistance received via programs or collaborations, unless Yissum has already been reimbursed for such governmental/regulatory authority payments by the third party licensee.

 

 2 

 

 

6.No Notice. In the event that Yissum does not receive the Notice during the Notice Period, neither Yissum nor the Researcher shall have any further obligations towards the Company with respect to the Results or the Project and shall be entitled, at its discretion, to freely disclose, exploit and commercialize the Results. In addition, the Company’s obligations of confidentiality and non-disclosure (regarding the Study and the Results) described in Section 4 shall continue in effect until the particular Confidential Information enters the public domain through no breach thereof by the Company or its representatives.

 

7.No-Shop Period. In consideration for the Company agreeing to fund the conduct of the Study as provided herein, Yissum hereby gives the Company a “No-Shop” undertaking obligating Yissum during a period from the Effective Date until the later of (a) the end of the Notice Period; and (b) the end of the Negotiation Period, if applicable (the “No-Shop Period”), not to engage in any discussions or negotiations with any third party (except for a partner of the Company) for the commercial use of the Results (including any new intellectual property and know-how conceived of and generated during the Study). In the event that Yissum does not receive the Notice by the end of the Notice Period stating that the Company desires to commercialize the Results as aforesaid, then the No-Shop Period will automatically terminate at the end of the Notice Period.

 

8.Patents. As of the Effective Date, the Company shall be responsible for ongoing costs in connection with the filing, prosecution and maintenance of any patents arising from the Results (the “Results Patents”). If a License Agreement is not executed, all costs advanced by Company shall be promptly reimbursed to the Company.

 

9.Publication. Yissum, subsequent to the execution of this Agreement, shall ensure that during the term of this Agreement no publication in writing of any Results in scientific journals, or orally at scientific conventions, are published by it or the Researcher unless Yissum has taken the necessary steps to protect any patentable invention being disclosed in such proposed publication or scientific conventions and has obtained the prior written consent of the Company which shall not be unreasonably withheld.

 

10.Liability and Indemnity.

 

10.1YISSUM MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE STUDY. IN PARTICULAR, YISSUM MAKES NO WARRANTIES THAT ANY RESULTS OR INVENTIONS WILL BE ACHIEVED BY THE STUDY, OR THAT THE RESULTS, IF ANY, ARE OR WILL BE COMMERCIALLY EXPLOITABLE OR THAT THE RESULTS PATENTS, IF ANY, WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF ANY THIRD PARTY. YISSUM SHALL HAVE NO LIABILITY WHATSOEVER TO THE COMPANY OR TO ANY THIRD PARTY FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE USE OF THE RESULTS.

 

10.2The Company shall be liable for any loss, injury or damage whatsoever caused to its employees or to any person acting on its behalf or to the employees of Yissum, the University, or to any person acting on their behalf, or to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made of the Results.

 

 3 

 

 

10.3The Company undertakes to compensate, indemnify, defend and hold harmless Yissum and the University, or any person acting on their behalf, including, without limitation, any of their employees or representatives (the “Indemnitees”) against any liability including, without limitation, product liability, damage, loss or expenses, including reasonable legal fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of its acts or omissions or which derive from the Company’s use of the Results.

 

11.Termination of the Agreement. In addition to the termination right in favor of Company set forth in Section 1.2, this Agreement shall automatically terminate upon the occurrence of the earlier of: (i) the Company fails to provide Yissum with a Notice before the end of the Notice Period; or (ii) the Company and Yissum fail to execute a License Agreement by the end of the Negotiation Period. In addition, Yissum shall be entitled to terminate this Agreement upon fourteen (14) days prior written notice to the Company in the event of unauthorized early termination by the Company of the Study or failure to pay any part of the Study Fee as set forth in Section 1.1 above within fourteen (14) days of receipt of written notice from Yissum to the Company advising that any payment is past due. The termination of this Agreement for any reason shall not release the Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s termination.

 

12.Notices. All notices and communications pursuant to this Agreement shall be made in writing and sent by registered mail or overnight delivery service to or served at the following addresses:

 

Yissum Research Development Company of the Hebrew University of Jerusalem Ltd., POB 39135, Jerusalem 91390, Israel, Attn: Ariela Markel.

 

Scopus BioPharma Israel Ltd., c/o Scopus BioPharma Inc., 420 Lexington Avenue, Suite 300, New York, New York 10170, Attn: Robert J. Gibson.

 

or such other address furnished in accordance with the aforesaid by one Party to the other. Any notice sent as aforesaid shall be deemed to have been received 4 days after being posted by registered mail, or 1 day after personal service, as the case may be.

 

13.Governing Law; Jurisdiction. Each Party agrees that this MOU shall be governed exclusively by Israeli law without application of any conflict of law principles, and jurisdiction shall be granted to the competent courts in Jerusalem, Israel and each party irrevocably submits to the jurisdiction of such courts.

 

IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized representatives effective as of the date set forth above.

 

YISSUM RESEARCH AND DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM LTD.   SCOPUS BIOPHARMA ISRAEL LTD.
         
By: /s/ Ariela Markel   By: /s/ Morris Laster
         
Name: Ariela Markel, M.Sc., MBA   Name: Morris Laster MD
         
Title: VP Licensing, Biotechnology   Title: CEO

 

/s/ Yaron Daniely    
Dr. Yaron Daniely    
CEO of Yissum    

 

 4 

 

 

I the undersigned, Dr. Alexander Binshtok, have reviewed, am familiar with and agree to all of the above terms and conditions. I hereby undertake to cooperate fully with Yissum in order to ensure its ability to fulfill its obligations hereunder, as set forth herein.

 

/s/ Alexander Binshtok    
Dr. Alexander Binshtok   Date signed

 

 5 

 

  

Appendix A

 

Study Program 

 

CBD-mediated activation of nociceptive TRPV1 and TRPA1 channels for painless pain-selective anesthesia devoid neurotoxicity 

 

Recently, we have developed a novel platform for pain selective anesthesia using the nociceptive transducer channels TRPV1 and TRPAl as “natural” drug delivery systems, for introducing a membrane impermeable and therefore clinically ineffective lidocaine derivative QX-314, into nociceptive (pain-related) neurons 1,2. We have shown that the channel pores of TRPV1 and TRPAl, being activated by their potent agonists capsaicin and AITC respectfully, are large enough to allow entry of QX-314 into nociceptors, thus blocking their activity 1-3. While neurons expressing TRPV1 and TRPAl were potently silenced by this approach, the excitability of non-nociceptive neurons, which do not express these channels was not affected. Accordingly, the injection of QX-314 and capsaicin/AITC in-vivo together, but not alone, abolished the response to noxious mechanical and thermal stimuli without any motor or tactile deficits 1,2. We recently demonstrated that this approach is not limited to silencing of pain, but can be used to selectively block itch-related sensory neurons as well2. Importantly, in a recently published study, we demonstrated that this approach also works with the human orthologue of TRPV14 Thus, this approach for selective targeting of sodium channel blockers through nociceptive-specific channels could be potentially used clinically to produce long lasting regional analgesia while preserving motor and autonomic function. In addition to the application of this technology for surgery and childbirth, this technique could also be used to diminish postoperative and cancer pain, as well as inflammatory neuropathic pain and itch. However, the advancement of this approach towards “bedside” has encountered several significant obstacles, which may potentially delay the introduction of this approach into the clinic. First, the activation of TRPV1 channels by capsaicin leads to prominent pain before QX-314 enters nociceptors to produce analgesia, i.e. the patient is likely to experience a significant “injection” pain. Second, it was demonstrated that the application of QX-314 leads to a neurotoxic effect in rats5. In a recently published study we showed that application of QX-314, similarly to lidocaine, directly activates human TRPV1 and TRPAl channels4. Importantly, we showed that activation of TRPVl, but not TRPAl channels underlies QX-314 cytotoxicity4

 

The current project is designed to develop a translational approach for “painless” pain selective anesthesia devoid of neurotoxicity. To that end we suggest to (1) painlessly activate TRPVl and TRPAl channels using Cannabidiol (CBD), a well-established potent TRPAl and partial TRPVl agonist6. In addition to CBD we will use another painless TRPAl activator -propofol7, for TRPA1-mediated (and therefore nontoxic) shuttling of charged sodium channel blockers into nociceptive neurons. Our published and preliminary results demonstrate that delivery of QX-314 through TRPAl channels is sufficient to block sodium currents in nociceptors and in itch-related peripheral neurons, and also to attenuate TRPA1-related nocifencive behavior in-vivo2. (2) for neurotoxicity-free pain-selective anesthesia we will use other molecules beyond QX-314 to be shuttled into nociceptors via TRPVl and TRPAl channels. While synthesis of novel charged sodium channel blockers other than QX-314 is feasible, it is time consuming and has the obvious disadvantage of possible side effects. We therefore aim to optimize the development of “safe”pain selective anesthesia by utilizing already clinically established local anesthetics. We suggest that local anesthetics with a high ionization constant (pKa), around 10, such as chloroprocaine, might be used instead of QX-314. Under physiological pH-values, local anesthetic with high pKa values will be mostly in the charged (protonated) form8 and therefore will not be able to cross the cell membrane other than via shuttles like TRP channels. We hypothesize that CBD-mediated activation of TRPVl and TRPAl channels, together with the application of chloroprocaine will facilitate the entry of the protonated form of chloroprocaine into nociceptive neurons producing pain free (since we are using CBD or propofol), and safe (since we are using clinically tested local anesthetics) prolonged differential pain-selective blockade. 

 

Detailed description of the research 

 

1. CBD and chloroprocaine-induced sodium channel- and activity block of nociceptive neurons in culture. We will study the effects of chloroprocaine in combination with CBD on sodium currents and action potential generation in dissociated cultured adult rat DRG neurons. Using calcium imaging, we will first identify the cells that express TRPVl and TRPAl channels. These cells show increase in intracellular calcium following application of CBD/propofol. We will then perform whole cell voltage and current clamp recordings from these cells in order to examine the specificity, efficiency and duration of blocking sodium channels and action potentials induced by chloroprocaine alone and chloroprocaine co-applied with (a) CBD (b) propofol. We will use non-effective doses of chloroprocaine (0.05 mM, as our preliminary data show) and expect that CBP/propofol-mediated shuttling of the charged fraction of chloroprocaine into nociceptive neurons will, similarly to QX-314, produce substantial inhibition of sodium currents and neuronal excitability. As a control, we will examine the effect of CBD and chloroprocaine on neurons which do not express functional TRPV1 or TRPA1 channels (identified by Ca2+ imaging). 

 

 6 

 

 

2. CBD and chloroprocaine-induced acute and long lasting toxicity. Next, using a repertoire of methods (cell viability, degeneration assays etc.), we will examine if the combination of CBD/propofol and chloroprocaine leads to neurotoxicity. Considering all the above, we expect that co-application of chloroprocaine together with CBD will produce minimal, if at all, neurotoxicity.

 

3. CBD and chloroprocaine-induced selective pain blockade. We will examine the effects CBD/propofol and chloroprocaine combination on evoked pain behavior in-vivo. We have performed a series of experiments showing that [    ] chloroprocaine was sufficient to produce a long-lasting block of the responses to noxious mechanical and thermal stimuli and leads to substantial motor deficit; injection of [     ]chloroprocaine produced only partial blockade; and [    ] chloroprocaine was ineffective in both sensory and motor blockade. We will inject peri-sciatically CBD together with either [    ] or [    ] chloroprocaine and examine the resulting blockade of responses to noxious mechanical and thermal stimuli. Using the “sticky tape” test and rotarod test we will examine the effect of this treatment on innocuous sensory sensation and motor functions, respectively, as controls in order to show that the blockade is deferential in nature, sparing any sensory or motor functionality. We expect that co-application of CBD/propofol with [    ] chloroprocaine will produce a long-lasting differential pain blockade with short lasting effects on innocuous sensory sensation and motor function, if at all. We also expect that co-application of CBD/propofol with [    ] chloroprocaine will produce pain-selective anesthesia.

 

Budget Description   1st year   2nd year  
PhD student stipend   [                ]   [                ]  
Animals   [                ]   [                ]  
Drugs and consumabies   [                ]   [                ]  
Total/year          
Total      

260,000 NIS (Not inclusive overhead)

With Overhead: 351,000 NIS

 

  

 7 

 

  

Appendix B

 

1.Royalties: the Company shall pay Yissum the following royalties:

 

With respect to sales of Products by the Company/affiliates[           ]royalties from Net Sales of Products by the Company or its Affiliates (as such terms shall be defined in the License Agreement) (“Company Royalties”), for a period ending with the earlier of (i) 15 years from the First Commercial Sale or (ii) the expiration of any Yissum patent licensed to the Company for such product.

 

b.With respect to sales of Products by any Sublicensee: royalties at a rate equal to the lesser of (i)[                                               ]of the Net Sales of Products by the particular Sublicensee (or its affiliates); or (ii)[                                   ]of any proceeds, or consideration or benefit of any kind whatsoever, that the Company or its affiliates receive from such Sublicensee as a result of any sales of Products by the Sublicensee (or its Affiliates), provided, that such proceeds are not related to funding research and development costs of the Company.

 

2.Sublicense fee:[         ]on all consideration (other than royalties under Section 1) received by the Company or an affiliate as a result of the grant of a Sublicense, or an option to Sublicense (such as upfront payments, milestones payments), provided, such consideration shall not include payment to fund research and development costs of the Company.

 

3.Milestone payments:

 

·Upon commencement of the first in-human trial:[                   ]
·Upon the commencement of a pivotal Phase IIb/Phase III trial:[                   ]
·Upon Approval of an NDA in the US:[                   ]
·Upon approval of an equivalent marketing application in any EU country:[                   ]
·Upon the first approval of an equivalent marketing application in either China or Canada:[                   ]

 

4.Territory: Worldwide unless Company determines not to fund patent costs in a country which another company desires to fund, in which event such latter company shall have a right to commercialize in that country; provided, that the Company has not previously paid royalties to Yissum based upon sales in that country.

 

 8 

EX-10.2 3 tv523189_ex10-2.htm EXHIBIT 10.2

 

Exhibit 10.2

 

  REDACTED
  *Certain identified information has been excluded from the exhibit because it is both: (i) not material and (ii) would be competitively harmful if publicly disclosed.*

 

MEMORANDUM OF UNDERSTANDING

 

This Memorandum of Understanding (“MOU”) is made as of July 28, 2018 (the “Effective Date”), by and between Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”), of the first part and Scopus BioPharma Israel Ltd., 22 Joseph Rivlin Street, Jerusalem 9424018 (the “Company”); of the second part (Yissum and the Company collectively the “Parties”; each of Yissum and the Company, individually, a “Party”).

 

WHEREAS, Yissum is interested in receiving funding and the Company is willing to fund the conduct of a feasibility study led by Dr. Dmitry Tsvelikhovsky (the “Researcher”) and his teams at the Hebrew University of Jerusalem (the “University”), for the project entitled “A New Synthesis Protocol for Cannabinoid Molecules” (the “Project”). The feasibility study will be carried out, under the Company’s sponsorship and supervision, by the Researcher and his teams at the University, in accordance with the study program set forth in Appendix A (the “Study”), annexed to this Agreement and forming an integral part of this MOU;

 

AND WHERAS, the Company wishes, subject to its sole discretion, to obtain a license to the Results (as such term is defined below) in the Field (as such term is defined below) in accordance with the agreed upon commercial terms set forth in Appendix B; and all subject to the terms and conditions of this MOU.

 

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set out herein, and other good and valuable consideration, the Parties hereby agree as follows:

 

1.The Study

 

1.1The Company hereby undertakes to finance performance of the Study for a period of two years (“Study Period”) in accordance with the Study Program or any amendment thereof. Such financing shall be, subject to any earlier termination of the Study pursuant to section 1.2, below, in an amount of NIS 749,249 (Seven Hundred Forty Nine Thousand and Two Hundred and Forty Nine NIS) plus VAT (inclusive of overhead) (the “Study Fee”) payable as follows: (i) on September 1st 2018 [                                                                                                                                                                    ] plus VAT and (ii) on the six (6) months anniversary of the Effective Date, [                                                                                  ]

 

1.2The Study shall be conducted by and under the supervision of the Researcher. Should the Researcher be unable to complete the Study for any reason, Yissum shall notify the Company in writing of the identity of a replacement researcher along with such documentation to support such replacement researcher’s qualifications. If the replacement researcher is not acceptable to the Company in its sole discretion, the Company upon written notice to Yissum delivered within 30 days of notice of the proposed replacement researcher shall have the right to terminate for convenience the Study, provided that (i) no monies paid to Yissum for the Study will be refundable other than amounts paid in advance for the costs of the Study which have not yet been expended or obligated; and (ii) the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments entered into by Yissum prior to having received the Company’s written notice of termination. For the avoidance of any doubt, the Company shall not be required to pay any balance of the Study Fee to Yissum other than set forth in this Section 1.2.

 

1.3At the end of the Study Period, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Study during the Study Period (the “Scientific Report”). In addition, Yissum shall provide updates of its progress no less often than quarterly and shall respond to the Company’s reasonable requests for progress information from time to time.

 

 

 

 

2.Notice. At any time during the Study Period until sixty (60) days following receipt by the Company of the Scientific Report (the “Notice Period”), the Company shall have the right to deliver written notice to Yissum (the “Notice”) as to whether the Company (on its own or in conjunction with a partner of the Company), desires to commercialize the inventions, patents, patent applications, information, material, results, devices, and/or know-how created, generated or reduced to practice in the course of or arising from the performance of the Study (the “Results”) in the Field. For the purpose of this Agreement, “Field” shall mean pain and anesthesia.

 

3.Ownership of the Results. Yissum shall own all Results (including any new intellectual property and know-how developed by, or under the direction of, the Researcher before and during the Study).

 

4.Confidentiality. During the Study Period and through the end of the Negotiation Period or the execution of the License Agreement, whichever occurs first, the Company and Yissum shall safeguard as confidential all non-public information regarding the Study and the Results (“Confidential Information”) and shall not use or disclose the Results except for purposes of evaluating the possibility of commercializing the Results. The Company shall ensure that every third party to whom it has disclosed any Confidential Information shall comply with the foregoing confidentiality and non-disclosure obligations. The Company shall not mention the name of the University, Yissum or the Researcher unless required by law or in connection with prosecuting and/or maintaining the Results Patents (as defined below), in any manner or for any purpose in connection with this Agreement or any matter relating to the Study, without obtaining the prior written consent of Yissum which shall not be unreasonably withheld; provided, however, no such consent shall be required if such disclosure is undertaken in connection with the Company’s capital raising efforts or for public reporting requirements.

 

5.License. If the Company provides the Notice within the Notice Period, the Parties shall have a period ending one hundred eighty (180) after the end of the Notice Period (“Negotiation Period”) for Yissum to exclusively negotiate a license agreement with the Company upon the commercial terms and conditions set forth in Appendix B, which forms an integral part of this MOU, and on additional commercial and other terms and conditions (the “License Agreement”). If such negotiations, which the Parties agree to undertake in good faith, do not result in the execution of a License Agreement within the Negotiation Period, either of the Parties shall have the right to withdraw from such negotiations. Yissum shall thereafter have the right to extend a license to any third party. Upon extension of such license and provided that such license generates license consideration, Yissum shall pay to the Company twenty percent (20%) of the “Net Proceeds” (as such term is defined below) actually received by Yissum from such license to a third party, until such time as the Company shall have received, in aggregated, [         ] of the Study Fee and all patent prosecution costs that Company may have advanced hereunder (the “Reimbursement”).

 

For the purpose of this section, “Net Proceeds” means royalties, sublicense consideration or license milestone consideration actually received by Yissum in respect of such license with a third party (excluding payments for the supply of services or materials or for patent expenses) after deduction of: (a) all costs, fees and expenses incurred by Yissum in connection with such license (including patent costs not reimbursed as aforesaid, all out-of-pocket attorney’s fees and expenses and other direct costs and expenses in connection with the negotiation and execution of such license); and (b) amounts, if any, required by Yissum to pay governmental or regulatory authorities (including the Israel Innovation Authority) by virtue of any funding, support or assistance received via programs or collaborations, unless Yissum has already been reimbursed for such governmental/regulatory authority payments by the third party licensee.

 

2

 

 

6.No Notice. In the event that Yissum does not receive the Notice during the Notice Period, neither Yissurn nor the Researcher shall have any further obligations towards the Company with respect to the Results or the Project and shall be entitled, at its discretion, to freely disclose, exploit and commercialize the Results. In addition, the Company’s obligations of confidentiality and non-disclosure (regarding the Study and the Results) described in Section 4 shall continue in effect until the particular Confidential Information enters the public domain through no breach thereof by the Company or its representatives.

 

7.No-Shop Period. In consideration for the Company agreeing to fund the conduct of the Study as provided herein, Yissum hereby gives the Company a “No-Shop” undertaking obligating Yissum during a period from the Effective Date until the later of (a) the end of the Notice Period; and (b) the end of the Negotiation Period, if applicable (the “No-Shop Period”), not to engage in any discussions or negotiations with any third party (except for a partner of the Company) for the commercial use of the Results (including any new intellectual property and know-how conceived of and generated during the Study). In the event that Yissum does not receive the Notice by the end of the Notice Period stating that the Company desires to commercialize the Results as aforesaid, then the No-Shop Period will automatically terminate at the end of the Notice Period.

 

8.Patents. As of the Effective Date, the Company shall be responsible for ongoing costs in connection with the filing, prosecution and maintenance of any patents arising from the Results (the “Results Patents”). If a License Agreement is not executed, all costs advanced by Company shall be promptly reimbursed to the Company.

 

9.Publication. Yissum, subsequent to the execution of this Agreement, shall ensure that during the term of this Agreement no publication in writing of any Results in scientific journals, or orally at scientific conventions, are published by it or the Researcher unless Yissum has taken the necessary steps to protect any patentable invention being disclosed in such proposed publication or scientific conventions and has obtained the prior written consent of the Company which shall not be unreasonably withheld.

 

10.Liability and Indemnity.

 

10.1YISSUM MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE STUDY. IN PARTICULAR, YISSUM MAKES NO WARRANTIES THAT ANY RESULTS OR INVENTIONS WILL BE ACHIEVED BY THE STUDY, OR THAT THE RESULTS, IF ANY, ARE OR WILL BE COMMERCIALLY EXPLOITABLE OR THAT THE RESULTS PATENTS, IF ANY, WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF ANY THIRD PARTY. YISSUM SHALL HAVE NO LIABILITY WHATSOEVER TO THE COMPANY OR TO ANY THIRD PARTY FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE USE OF THE RESULTS.

 

10.2The Company shall be liable for any loss, injury or damage whatsoever caused to its employees or to any person acting on its behalf or to the employees of Yissum, the University, or to any person acting on their behalf, or to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made of the Results.

 

3

 

 

10.3The Company undertakes to compensate, indemnify, defend and hold harmless Yissum and the University, or any person acting on their behalf, including, without limitation, any of their employees or representatives (the “Indemnitees”) against any liability including, without limitation, product liability, damage, loss or expenses, including reasonable legal fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of its acts or omissions or which derive from the Company’s use of the Results.

 

11.Termination of the Agreement. In addition to the termination right in favor of Company set forth in Section 1.2, this Agreement shall automatically terminate upon the occurrence of the earlier of: (i) the Company fails to provide Yissum with a Notice before the end of the Notice Period; or (ii) the Company and Yissum fail to execute a License Agreement by the end of the Negotiation Period. In addition, Yissum shall be entitled to terminate this Agreement upon fourteen (14) days prior written notice to the Company in the event of unauthorized early termination by the Company of the Study or failure to pay any part of the Study Fee as set forth in Section 1.1 above within fourteen (14) days of receipt of written notice from Yissum to the Company advising that any payment is past due. The termination of this Agreement for any reason shall not release the Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s termination.

 

12.Notices. All notices and communications pursuant to this Agreement shall be made in writing and sent by registered mail or overnight delivery service to or served at the following addresses:

 

Yissum Research Development Company of the Hebrew University of Jerusalem Ltd., POB 39135, Jerusalem 91390, Israel, Attn: Ariela Markel.

 

Scopus BioPharma Israel Ltd., c/o Scopus BioPharma Inc., 420 Lexington Avenue, Suite 300, New York, New York 10170, Attn: Robert J. Gibson.

 

or such other address furnished in accordance with the aforesaid by one Party to the other. Any notice sent as aforesaid shall be deemed to have been received 4 days after being posted by registered mail, or 1 day after personal service, as the case may be.

 

13.Governing Law; Jurisdiction. Each Party agrees that this MOU shall be governed exclusively by Israeli law without application of any conflict of law principles, and jurisdiction shall be granted to the competent courts in Jerusalem, Israel and each party irrevocably submits to the jurisdiction of such courts.

 

IN WITNESS WHEREOF, the Parties have caused this MOU to be executed by their duly authorized representatives effective as of the date set forth above.

 

YISSUM RESEARCH AND DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM LTD.   SCOPUS BIOPHARMA ISRAEL LTD.
         
By: /s/ Ariela Markel   By: /s/ Morris Laster
         
Name: Ariela Markel, M.Sc., MBA   Name: Morris Laster MD
         
Title: VP Licensing, Biotechnology   Title: CEO

 

/s/ Yaron Daniely    
Dr. Yaron Daniely    
CEO of Yissum    

 

4

 

 

I the undersigned, Dr. Dmitry Tsvelikhovsky, have reviewed, am familiar with and agree to all of the above terms and conditions. I hereby undertake to cooperate fully with Yissum in order to ensure its ability to fulfill its obligations hereunder, as set forth herein.

 

  /s/ Dmitry Tsvelikhovsky   2/8/2018  
  Dr. Dmitry Tsvelikhovsky   Date signed  

 

5

 

 

Appendix A

 

Study Program

LINE – 1: Synthesis of new derivatives of CBG and THCV

 

Aims:

-Synthesis of CBG and THCV on gram-scale from commercially available materials (based on published protocols)
-Synthesis of CBG and THCV structural analogues (according to the proposed strategy)

 

Milestones:

 

 

Project execution: The laboratory of synthetic medicinal chemistry at the School of Pharmacy HUJI.

The space consists of a total of ~80 square meters. The lab space includes:

1. Six chemical fume hoods (each equipped with Schlenk-line system); 2. Chromatography setup: GC (equipped with FID detector) and ISQ EI-Single Quadruple Mass Spectrometer; 3. Inert atmosphere workstation: Glove box and Solvent Purification System; 4. Chemical refrigerators; 5. Rotovapors; 6. Balances; 7. Oven; 8. Desiccators, etc.

 

Manpower: 1 Postdoc

 

Projected duration[              ]

 

I - Synthesis of THCV from commercially available precursors

 

Synthetic Flow: 1 ® 2a+2b (separation + purification); 2b ® 3 (purification); 4 + 5 ® 6 (purification); Deprotection of 6 (purification); 3 + 6 ® THCV (purification).

 

 

6

 

 

 

Known derivatives of THCV

 

 

II - Synthesis of new THCV derivatives (Proposal)

 

Two types of derivatization strategies will be applied: a) post-synthetic modification (the synthesized THCV will be employed for further structural changes), and b) in-sequence modification, where modified starting materials (building blocks) [                                              ]

 

 

Overall: 7-10 new compounds are proposed

 

7

 

 

 

III - Synthesis of CBG from commercially available precursors

 

Flow: 11 + 12 ® CBG (purification)

 

The protection-deprotection of 11 and 13 might be required:

 

 

IV - Synthesis of new CBG derivatives (proposal)

 

The derivatization of CBG will be performed using post-synthetic strategy.

Two derivatives [                            ] will be prepared as demonstrated below:

 

 

Overall: 2-4 new compounds are proposed

 

8

 

 

Budget

 

Request for 50% upon signing and additional half way 50% after 3 months.

 

 

9

 

 

 

LINE – 2: Fusion of the CBD molecule with market drugs [                                           ]

 

Aim:

 

-Integration of the CBD scaffold with market drugs [                                           ]

 

 

Milestones:

 

 

The solubility of the newly designed “super-drugs” might be affected due to the significant molecular weight enrichment. Some manipulations (integration of [                                     ] might be required. Such post-synthetic reconstructions/additions will be readily carried out once a desired complex architectures are obtained and tested for solubility.

 

Manpower: 2 Postdoc

 

Projected duration: [              ]

 

I - Synthesis of CBD [         ] hybrid

 

 

II - Synthesis of CBD [                ] hybrid

 

Two types of coupling strategies will be applied: C-O bond formation (Pd or Cu catalysts will be used), and C-C bond formation, where [                  ] molecule will undergo Heck cross-coupling reaction with CBD under Pd-Base conditions.

 

10

 

 

 

III - Synthesis of CBD [                ] hybrid

 

Structural modifications of [                 ] will be performed (as shown below) prior to it’s fusion with CBD

 

 

11

 

 

 

IV - Synthesis of CBD [       ] hybrid

 

 

Budget

 

Request for 50% upon signing and additional half way 50% after 6 months.

 

 

12

 

 

Appendix B

 

1.Royalties: the Company shall pay Yissum the following royalties:

 

With respect to sales of Products by the Company/affiliates [       ] royalties from Net Sales of Products by the Company or its Affiliates (as such terms shall be defined in the License Agreement) (“Company Royalties”), for a period ending with the earlier of (i) [         ] from the First Commercial Sale or (ii) the expiration of any Yissum patent licensed to the Company for such product.

 

b.With respect to sales of Products by any Sublicensee: royalties at a rate equal to the lesser of (i) [                                ] of the Net Sales of Products by the particular Sublicensee (or its affiliates); or (ii) [                     ] of any proceeds, or consideration or benefit of any kind whatsoever, that the Company or its affiliates receive from such Sublicensee as a result of any sales of Products by the Sublicensee (or its Affiliates), provided, that such proceeds are not related to funding research and development costs of the Company.

 

2.Sublicense fee: [        ] on all consideration (other than royalties under Section 1) received by the Company or an affiliate as a result of the grant of a Sublicense, or an option to Sublicense (such as upfront payments, milestones payments), provided, such consideration shall not include payment to fund research and development costs of the Company.

 

3.Milestone payments:

 

·Upon commencement of the first in-human trial: [              ]
·Upon the commencement of a pivotal Phase IIb/Phase III trial: [              ]
·Upon Approval of an NDA in the US: [              ]
·Upon approval of an equivalent marketing application in any EU country: [              ]
·Upon the first approval of an equivalent marketing application in either China or Canada: [              ]

 

4.Territory: Worldwide unless Company determines not to fund patent costs in a country which another company desires to fund, in which event such latter company shall have a right to commercialize in that country; provided, that the Company has not previously paid royalties to Yissum based upon sales in that country.

 

13

 

EX-10.3 4 tv523189_ex10-3.htm EXHIBIT 10.3

 

Exhibit 10.3

 

  REDACTED
  *Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.*

 

PUBLIC HEALTH SERVICE

 

COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

 

This Agreement is based on the model Cooperative Research and Development Agreement (“CRADA”) adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).

 

This Cover Page identifies the Parties to this CRADA:

 

The U.S. Department of Health and Human Services, as represented by the
National Institute on Alcohol Abuse and Alcoholism, an Institute or Center (hereinafter
referred to as the “IC”) of the

NIH

and

Vital Spark, Inc.,

hereinafter referred to as the “Collaborator”,

having offices at 420 Lexington Avenue, Suite 300, New York, New York 10170

created and operating under the laws of Delaware.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 1 of 28

Confidential

Revised August 1, 2012

 

 

COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

 

Article 1. Introduction

 

This CRADA between IC and Collaborator will be effective when signed by the Parties, which are identified on both the Cover Page and the Signature Page. The official contacts for the Parties are identified on the Contacts Information Page. Publicly available information regarding this CRADA appears on the Summary Page. The research and development activities that will be undertaken by IC and Collaborator in the course of this CRADA are detailed in the Research Plan, attached as Appendix A. The staffing, funding, and materials contributions of the Parties are set forth in Appendix B. Any changes to the model CRADA are set forth in Appendix C.

 

Article 2. Definitions

 

The terms listed in this Article will carry the meanings indicated throughout the CRADA. To the extent a definition of a term as provided in this Article is inconsistent with a corresponding definition in the applicable sections of either the United States Code (U.S.C.) or the Code of Federal Regulations (C.F.R.), the definition in the U.S.C. or C.F.R. will control.

 

2.1Affiliate” means any corporation or other business entity controlled by, controlling, or under common control with Collaborator at any time during the term of the CRADA. For this purpose, “control” means direct or indirect beneficial ownership of at least fifty percent (50%) of the voting stock or at least fifty percent (50%) interest in the income of the corporation or other business entity.

 

2.2Background Invention means an Invention conceived and first actually reduced to practice before the Effective Date.

 

2.3Collaborator Materials means all tangible materials not first produced in the performance of this CRADA that are owned or controlled by Collaborator and used in the performance of the Research Plan.

 

2.4Confidential Information means confidential scientific, business, or financial information provided that the information does not include:

 

(a)information that is publicly known or that is available from public sources;

 

(b)information that has been made available by its owner to others without a confidentiality obligation;

 

(c)information that is already known by the receiving Party, or information that is independently created or compiled by the receiving Party without reference to or use of the provided information; or

 

(d)information that relates to potential hazards or cautionary warnings associated with the production, handling, or use of the subject matter of the Research Plan.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 2 of 28

Confidential

Revised August 1, 2012

 

 

2.5Cooperative Research and Development Agreement or CRADAmeans this Agreement, entered into pursuant to the Federal Technology Transfer Act of 1986, as amended(15 U.S.C. §§ 3710a et seq.), and Executive Order 12591 of April 10, 1987.

 

2.6CRADA Data means all recorded information first produced in the performance of the Research Plan.

 

2.7CRADA Materials means all tangible materials first produced in the performance of the Research Plan other than CRADA Data.

 

2.8“CRADA Subject Inventionmeans any Invention of either or both Parties, conceived or first actually reduced to practice in the performance of the Research Plan.

 

2.9Effective Date means the date of the last signature of the Parties executing this Agreement.

 

2.10Government” means the Government of the United States of America.

 

2.11IC Materialsmeans all tangible materials not first produced in the performance of this CRADA that are owned or controlled by IC and used in the performance of the Research Plan.

 

2.12Inventionmeans any invention or discovery that is or may be patentable or otherwise protected under Title 35 of the United States Code, or any novel variety of plant which is or may be protectable under the Plant Variety Protection Act, 7 U.S.C. §§ 2321 et seq.

 

2.13Patent Application means an application for patent protection for a CRADA Subject Invention with the United States Patent and Trademark Office (“U.S.P.T.O.”) or the corresponding patent-issuing authority of another nation.

 

2.14Patentmeans any issued United States patent, any international counterpart(s), and any corresponding grant(s) by a non-U.S. government in place of a patent.

 

2.15Principal Investigator(s) or “PI(s)” means the person(s) designated by the Parties who will be responsible for the scientific and technical conduct of the Research Plan.

 

2.16Research Plan means the statement in Appendix A of the respective research and development commitments of the Parties.

 

Article 3. Cooperative Research and Development

 

3.1Performance of Research and Development. The research and development activities to be carried out under this CRADA will be performed solely by the Parties identified on the Cover Page unless specifically stated elsewhere in this Agreement. The PIs will be responsible for the scientific and technical conduct of this project on behalf of their employers. Any Collaborator employees who will work at IC facilities will be required to sign an agreement appropriately modified in view of the terms of this CRADA.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 3 of 28

Confidential

Revised August 1, 2012

 

 

3.2Research Plan. The Parties recognize that the Research Plan describes the collaborative research and development activities they will undertake and that interim research goals set forth in the Research Plan are good faith guidelines. Should events occur that require modification of these goals, then by mutual agreement the Parties can modify them through an amendment, according to Paragraph 13.6.

 

3.3Use and Disposition of Collaborator Materials and IC Materials. The Parties agree to use Collaborator Materials and IC Materials only in accordance with the Research Plan, not to transfer these materials to third parties except in accordance with the Research Plan or as approved by the owning or providing Party, and, upon expiration or termination of the CRADA, to dispose of these materials as directed by the owning or providing Party.

 

3.4Third-Party Rights in Collaborator’s CRADA Subject Inventions. If Collaborator has received (or will receive) support of any kind from a third party in exchange for rights in any of Collaborator’s CRADA Subject Inventions, Collaborator agrees to ensure that its obligations to the third party are both consistent with Articles 6 through 8 and subordinate to Article 7 of this CRADA.

 

3.5Disclosures to IC. Prior to execution of this CRADA, Collaborator agrees to disclose to IC all instances in which outstanding royalties are due under a PHS license agreement, and in which Collaborator had a PHS license terminated in accordance with 37 C.F.R. § 404.10. These disclosures will be treated as Confidential Information upon request by Collaborator in accordance with Paragraphs 2.4, 8.3, and 8.4.

 

Article 4. Reports

 

4.1Interim Research and Development Reports. The PIs should exchange information regularly, in writing. This exchange may be accomplished through meeting minutes, annual reports, detailed correspondence, and circulation of draft manuscripts.

 

4.2Final Research and Development Reports. The Parties will exchange final reports of their results within four (4) months after the expiration or termination of this CRADA. These reports will set forth the technical progress made; any publications arising from the research; and the existence of invention disclosures of potential CRADA Subject Inventions and/or any corresponding Patent Applications.

 

4.3Fiscal Reports. If Collaborator has agreed to provide funding to IC under this CRADA and upon the request of Collaborator, then concurrent with the exchange of final research and development reports according to Paragraph 4.2, IC will submit to Collaborator a statement of all costs incurred by IC for the CRADA. If the CRADA has been terminated, IC will specify any costs incurred before the date of termination for which IC has not received funds from Collaborator, as well as for all reasonable termination costs including the cost of returning Collaborator property or removal of abandoned Collaborator property, for which Collaborator will be responsible.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 4 of 28

Confidential

Revised August 1, 2012

 

 

Article 5. Staffing, Financial, and Materials Obligations

 

5.1IC and Collaborator Contributions. The contributions of any staff, funds, materials, and equipment by the Parties are set forth in Appendix B. The Federal Technology Transfer Act of 1986, 15 U.S.C. § 3710a(d)(1) prohibits IC from providing funds to Collaborator for any research and development activities under this CRADA.

 

5.2IC Staffing. No IC employees will devote 100% of their effort or time to the research and development activities under this CRADA. IC will not use funds provided by Collaborator under this CRADA for IC personnel to pay the salary of any permanent IC employee. Although personnel hired by IC using CRADA funds will focus principally on CRADA research and development activities, Collaborator acknowledges that these personnel may nonetheless make contributions to other research and development activities, and the activities will be outside the scope of this CRADA.

 

  5.3

Collaborator Funding. Collaborator acknowledges that Government funds received by Collaborator from an agency of the Department of Health and Human Services may not be used to fund IC under this CRADA. If Collaborator has agreed to provide funds to IC then the payment schedule appears in Appendix B and Collaborator will make payments according to that schedule. If Collaborator fails to make any scheduled payment, IC will not be obligated to perform any of the research and development activities specified herein or to take any other action required by this CRADA until the funds are received. IC will use these funds exclusively for the purposes of this CRADA. Each Party will maintain separate and distinct current accounts, records, and other evidence supporting its financial obligations under this CRADA and, upon written request, will provide the other Party a Fiscal Report according to Paragraph 4.3, which delineates all payments made and all obligated expenses, along with the Final Research Report described in Paragraph 4.2.

 

5.4Capital Equipment. Collaborator’s commitment, if any, to provide IC with capital equipment to enable the research and development activities under the Research Plan appears in Appendix B. If Collaborator transfers to IC the capital equipment or provides funds for IC to purchase it, then IC will own the equipment. If Collaborator loans capital equipment to IC for use during the CRADA, Collaborator will be responsible for paying all costs and fees associated with the transport, installation, maintenance, repair, removal, or disposal of the equipment, and IC will not be liable for any damage to the equipment.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 5 of 28

Confidential

Revised August 1, 2012

 

 

Article 6. Intellectual Property

 

6.1Ownership of CRADA Subject Inventions, CRADA Data, and CRADA Materials. Subject to the Government license described in Paragraph 7.5, the sharing requirements of Paragraph 8.1, and the regulatory filing requirements of Paragraph 8.2, the producing Party will retain sole ownership of and title to all CRADA Subject Inventions, all related Patent and Patent Application and all copies of CRADA Data, and all CRADA Materials produced solely by its employee(s). The Parties will own jointly all CRADA Subject Inventions invented jointly and all related Patent and Patent Application, and copies of CRADA Data and all CRADA Materials developed jointly.

 

6.2Reporting. The Parties will promptly report to each other in writing each CRADA Subject Invention reported by their respective personnel, and any Patent Applications filed thereon, resulting from the research and development activities conducted under this CRADA. Each Party will report all CRADA Subject Inventions to the other Party in sufficient detail to determine inventorship, which will be determined in accordance with U.S. patent law. These reports will be treated as Confidential Information in accordance with Article 8. Formal reports will be made by and to the Patenting and Licensing Offices identified on the Contacts Information Page herein.

 

6.3Filing of Patent Applications. Each Party will make timely decisions regarding the filing of Patent Applications on the CRADA Subject Inventions made solely by its employee(s), and will notify the other Party in advance of filing. Collaborator will have the first opportunity to file a Patent Application on joint CRADA Subject Inventions and will notify PHS of its decision within sixty (60) days of an Invention being reported or at least thirty (30) days before any patent filing deadline, whichever occurs sooner. If Collaborator fails to notify PHS of its decision within that time period or notifies PHS of its decision not to file a Patent Application, then PHS has the right to file a Patent Application on the joint CRADA Subject Invention. Neither Party will be obligated to file a Patent Application. Collaborator will place the following statement in any Patent Application it files on a CRADA Subject Invention: “This invention was created in the performance of a Cooperative Research and Development Agreement with the National Institutes of Health, an Agency of the Department of Health and Human Services. The Government of the United States has certain rights in this invention.” If either Party files a Patent Application on a joint CRADA Subject Invention, then the filing Party will include a statement within the Patent Application that clearly identifies the Parties and states that the joint CRADA Subject Invention was made under this CRADA.

 

  6.4 Patent Expenses. Unless agreed otherwise, the Party filing a Patent Application will pay all preparation and filing expenses, prosecution fees, issuance fees, post issuance fees, patent maintenance fees, annuities, interference expenses, and attorneys’ fees for that Patent Application and any resulting Patent(s). If a license to any CRADA Subject Invention is granted to Collaborator, then Collaborator will be responsible for all expenses and fees, past and future, in connection with the preparation, filing, prosecution, and maintenance of any Patent Applications and Patents claiming exclusively-licensed CRADA Subject Inventions and will be responsible for a pro-rated share, divided equally among all licensees, of those expenses and fees for same non-exclusively licensed CRADA Subject Inventions. Collaborator may waive its exclusive option rights at any time, and incur no subsequent financial obligation for those Patent Application(s) or Patent(s).

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 6 of 28

Confidential

Revised August 1, 2012

 

 

6.5Prosecution of Patent Applications. The Party filing a Patent Application will provide the non-filing Party with a copy of any official communication relating to prosecution of the Patent Application within thirty (30) days of transmission of the communication. Each Party will also provide the other Party with the power to inspect and make copies of all documents retained in the applicable Patent Application or Patent file. The Parties agree to consult with each other regarding the prosecution of Patent Applications directed to joint CRADA Subject Inventions. If Collaborator elects to file and prosecute Patent Applications on joint CRADA Subject Inventions, then Collaborator agrees to use the U.S.P.T.O. Customer Number Practice and/or grant PHS a power(s) of attorney (or equivalent) necessary to assure PHS access to its intellectual property rights in these Patent Applications. PHS and Collaborator will cooperate with each other to obtain necessary signatures on Patent Applications, assignments, or other documents.

 

Article 7. Licensing

 

7.1Background Inventions. Other than as specifically stated in this Article 7, nothing in this CRADA will be construed to grant any rights in one Party’s Background Invention(s) to the other Party, except to the extent necessary for the Parties to conduct the research and development activities described in the Research Plan.

 

7.2Collaborator’s License Option to CRADA Subject Inventions. With respect to Government rights to any CRADA Subject Invention made solely by an IC employee(s) or made jointly by an IC employee(s) and a Collaborator employee(s) for which a Patent Application was filed, PHS hereby grants to Collaborator an exclusive option to elect an exclusive or nonexclusive commercialization license. The license will be substantially in the form of the appropriate model PHS license agreement and will fairly reflect the nature of the CRADA Subject Invention, the relative contributions of the Parties to the CRADA Subject Invention and the CRADA, a plan for the development and marketing of the CRADA Subject Invention, the risks incurred by Collaborator, and the costs of subsequent research and development needed to bring the CRADA Subject Invention to the marketplace. The field of use of the license will not exceed the scope of the Research Plan.

 

7.3Exercise of Collaborator’s License Option. To exercise the option of Paragraph 7.2 Collaborator must submit a written notice to the PHS Patenting and Licensing Contact identified on the Contacts Information Page (and provide a copy to the IC Contact for CRADA Notices) within three (3) months after either (i) Collaborator receives written notice from PHS that the Patent Application has been filed or (ii) the date on which Collaborator files the Patent Application. The written notice exercising this option will include a completed “Application for License to Public Health Service Inventions” and will initiate a negotiation period that expires nine (9) months after the exercise of the option. If PHS has not responded in writing to the last proposal by Collaborator within this nine (9) month period, the negotiation period will be extended to expire one (1) month after PHS so responds, during which month Collaborator may accept in writing the final license proposal of PHS. In the absence of Collaborator’s exercise of the option, or upon election of a nonexclusive license, PHS will be free to license the CRADA Subject Invention to others. These time periods may be extended at the sole discretion of PHS upon good cause shown in writing by Collaborator.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 7 of 28

Confidential

Revised August 1, 2012

 

 

7.4Government License in IC Sole CRADA Subject Inventions and Joint CRADA Subject Inventions. Pursuant to 15 U.S.C. § 3710a(b)(1)(A), for CRADA Subject Inventions owned solely by IC or jointly by IC and Collaborator, and licensed pursuant to the option of Paragraph 7.2, Collaborator grants to the Government a nonexclusive, nontransferable, irrevocable, paid-up license to practice the CRADA Subject Invention or have the CRADA Subject Invention practiced throughout the world by or on behalf of the Government. In the exercise of this license, the Government will not publicly disclose Collaborator’s Confidential Information, trade secrets or commercial or financial information that is privileged or confidential within the meaning of 5 U.S.C. § 552(b)(4) or which would be considered privileged or confidential if it had been obtained from a non-federal party.

 

7.5Government License in Collaborator Sole CRADA Subject Inventions. Pursuant to 15 U.S.C. § 3710a(b)(2), for CRADA Subject Inventions made solely by an employee of Collaborator, Collaborator grants to the Government a nonexclusive, nontransferable, irrevocable, paid-up license to practice the CRADA Subject Invention or have the CRADA Subject Invention practiced throughout the world by or on behalf of the Government for research or other Government purposes.

 

7.6Third Party License. Pursuant to 15 U.S.C. § 3710a(b)(1)(B), if PHS grants an exclusive license to a CRADA Subject Invention made solely by an IC employee or jointly with a Collaborator employee, the Government will retain the right to require Collaborator to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the CRADA Subject Invention in Collaborator’s licensed field of use on terms that are reasonable under the circumstances; or, if Collaborator fails to grant a license, to grant the license itself. The exercise of these rights by the Government will only be in exceptional circumstances and only if the Government determines (i) the action is necessary to meet health or safety needs that are not reasonably satisfied by Collaborator, (ii) the action is necessary to meet requirements for public use specified by federal regulations, and such requirements are not reasonably satisfied by Collaborator; or (iii) Collaborator has failed to comply with an agreement containing provisions described in 15 U.S.C. § 3710a(c)(4)(B). The determination made by the Government under this Paragraph is subject to administrative appeal and judicial review under 35 U.S.C. § 203(b).

 

7.7Third-Party Rights In IC Sole CRADA Subject Inventions. For a CRADA Subject Invention conceived prior to the Effective Date solely by an IC employee that is first actually reduced to practice after the Effective Date in the performance of the Research Plan, the option offered to Collaborator in Paragraph 7.2 may be restricted if, before the Effective Date, PHS had filed a Patent Application and has either offered or granted a license or has executed a license in the CRADA Subject Invention to a third party. Collaborator nonetheless retains the right to apply for a license to any such CRADA Subject Invention in accordance with the terms and procedures of 35 U.S.C. § 209 and 37 C.F.R. Part 404.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 8 of 28

Confidential

Revised August 1, 2012

 

 

Article 8. Rights of Access and Publication

 

8.1Right of Access to CRADA Data and CRADA Materials. IC and Collaborator agree to exchange all CRADA Data and to share all CRADA Materials. If the CRADA is terminated, both Parties agree to provide CRADA Materials in quantities needed to complete the Research Plan. Such provision will occur before the termination date of the CRADA or sooner, if required by the Research Plan.

 

8.2Use of CRADA Data and CRADA Materials. The Parties will be free to utilize CRADA Data and CRADA Materials internally for their own purposes, consistent with their obligations under this CRADA. The Parties may share CRADA Data or CRADA Materials with their Affiliates, agents or contractors provided the obligations of this Article 8.2 are simultaneously conveyed.

 

(a)CRADA Data.

 

Collaborator and IC will use reasonable efforts to keep CRADA Data confidential until published or until corresponding Patent Applications are filed. To the extent permitted by law, each Party will have the right to use any and all CRADA Data in and for any regulatory filing by or on behalf of the Party. Any confidential information not included in a Patent Application filed shall remain confidential.

 

(b)CRADA Materials.

 

Collaborator and IC will use reasonable efforts to keep descriptions of CRADA Materials confidential until published or until corresponding Patent Applications are filed. Any confidential information not included in a Patent Application filed shall remain confidential. Collaborator acknowledges that the basic research mission of PHS includes sharing with third parties for further research those research resources made in whole or in part with NIH funding. Consistent with this mission and the tenets articulated in “Sharing of Biomedical Research Resources: Principles and Guidelines for Recipients of NIH Research Grants and Contracts”, December 1999, available at https://www.gpo.gov/fdsys/pkg/FR-1999-12-23/pdf/99-33292.pdf, following publication either Party may make available to third parties for further research those CRADA Materials made jointly by both PHS and Collaborator. Notwithstanding the above, if those joint CRADA Materials are the subject of a pending Patent Application or a Patent, the Parties may agree to restrict distribution or freely distribute them. Either Party may distribute those CRADA Materials made solely by the other Party only upon written consent from that other Party or that other Party’s designee.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 9 of 28

Confidential

Revised August 1, 2012

 

 

8.3Confidential Information. Each Party agrees to limit its disclosure of Confidential Information to the amount necessary to carry out the Research Plan, and will place a confidentiality notice on all such information. A Party orally disclosing Confidential Information to the other Party will summarize the disclosure in writing and provide it to the other Party within fifteen (15) days of the disclosure. Each Party receiving Confidential Information agrees to use it only for the purposes described in the Research Plan. Either Party may object to the designation of information as Confidential Information by the other Party.

 

8.4Protection of Confidential Information. Confidential Information will not be disclosed, copied, reproduced or otherwise made available to any other person or entity without the consent of the owning or providing Party except as required by a court or administrative body of competent jurisdiction, or federal law or regulation. Each Party agrees to use reasonable efforts to maintain the confidentiality of Confidential Information, which will in no instance be less effort than the Party uses to protect its own Confidential Information. Each Party agrees that a Party receiving Confidential Information will not be liable for the disclosure of that portion of the Confidential Information which, after notice to and consultation with the disclosing Party, the receiving Party determines may not be lawfully withheld, provided the disclosing Party has been given a reasonable opportunity to seek a court order to enjoin disclosure.

 

8.5Protection of Human Subjects’ Information. The research and development activities to be conducted under this CRADA are not intended to involve human subjects or human tissues within the meaning of 45 C.F.R. Part 46 and 21 C.F.R. Part 50. Should it become necessary to utilize human subjects or human tissues, or to provide a Party with access to information about identifiable human subjects, the Parties agree to amend this CRADA in accordance with Paragraph 13.6 to ensure that the research and development activities conducted hereunder will conform to the appropriate federal laws and regulations, including but not limited to all applicable FDA regulations and HHS regulations relating to the protection of human subjects.

 

8.6Duration of Confidentiality Obligation. The obligation to maintain the confidentiality of Confidential Information will expire at the earlier of the date when the information is no longer Confidential Information as defined in Paragraph 2.4 or five (5) years after the expiration or termination date of this CRADA. Collaborator may request an extension to this term when necessary to protect Confidential Information relating to products not yet commercialized.

 

8.7Publication. The Parties are encouraged to make publicly available the results of their research and development activities. Before either Party submits a paper or abstract for publication or otherwise intends to publicly disclose information about a CRADA Subject Invention, CRADA Data or CRADA Materials, the other Party will have thirty (30) days to review the proposed publication or disclosure to assure that Confidential Information is protected. Either Party may request in writing that the proposed publication or other disclosure be delayed for up to thirty (30) additional days as necessary to file a Patent Application.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 10 of 28

Confidential

Revised August 1, 2012

 

 

Article 9. Representations and Warranties

 

9.1Representations of IC. IC hereby represents to Collaborator that:

 

(a)IC has the requisite power and authority to enter into this CRADA and to perform according to its terms, and that IC’s official signing this CRADA has authority to do so.

 

(b)To the best of its knowledge and belief, neither IC nor any of its personnel involved in this CRADA is presently subject to debarment or suspension by any agency of the Government which would directly affect its performance of the CRADA. Should IC or any of its personnel involved in this CRADA be debarred or suspended during the term of this CRADA, IC will notify Collaborator within thirty (30) days of receipt of final notice.

 

9.2Representations and Warranties of Collaborator. Collaborator hereby represents and warrants to IC that:

 

(a)Collaborator has the requisite power and authority to enter into this CRADA and to perform according to its terms, and that Collaborator’s official signing this CRADA has authority to do so.

 

(b)Neither Collaborator nor any of its personnel involved in this CRADA, including Affiliates, agents, and contractors are presently subject to debarment or suspension by any agency of the Government. Should Collaborator or any of its personnel involved in this CRADA be debarred or suspended during the term of this CRADA, Collaborator will notify IC within thirty (30) days of receipt of final notice.

 

(c)Subject to Paragraph 12.3, and if and to the extent Collaborator has agreed to provide funding under Appendix B, Collaborator is financially able to satisfy these obligations in a timely manner.

 

Article 10. Expiration and Termination

 

10.1Expiration. This CRADA will expire on the last date of the term set forth on the Summary Page. In no case will the term of this CRADA extend beyond the term indicated on the Summary Page unless it is extended in writing in accordance with Paragraph 13.6.

 

10.2Termination by Mutual Consent. IC and Collaborator may terminate this CRADA at any time by mutual written consent.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 11 of 28

Confidential

Revised August 1, 2012

 

 

10.3Unilateral Termination. Either IC or Collaborator may unilaterally terminate this CRADA at any time by providing written notice at least sixty (60) days before the desired termination date. IC may, at its option, retain funds transferred to IC before unilateral termination by Collaborator for use in completing the Research Plan.

 

10.4Funding for IC Personnel. If Collaborator has agreed to provide funding for IC personnel and this CRADA is mutually or unilaterally terminated by Collaborator before its expiration, then Collaborator agrees that funds for that purpose will be available to IC for a period of six (6) months after the termination date or until the expiration date of the CRADA, whichever occurs sooner. If there are insufficient funds to cover this expense, Collaborator agrees to pay the difference.

 

10.5New Commitments. Neither Party will incur new expenses related to this CRADA after expiration, mutual termination, or a notice of a unilateral termination and will, to the extent feasible, cancel all outstanding commitments and contracts by the termination date. Collaborator acknowledges that IC will have the authority to retain and expend any funds for up to one (1) year subsequent to the expiration or termination date to cover any unpaid costs obligated during the term of the CRADA in undertaking the research and development activities set forth in the Research Plan.

 

Article 11. Disputes

 

11.1Settlement. Any dispute arising under this CRADA which is not disposed of by agreement of the Principal Investigators will be submitted jointly to the signatories of this CRADA. If the signatories, or their designees, are unable to jointly resolve the dispute within thirty (30) days after notification thereof, the Assistant Secretary for Health (or his/her designee or successor) will propose a resolution. Nothing in this Paragraph will prevent any Party from pursuing any additional administrative remedies that may be available and, after exhaustion of such administrative remedies, pursuing all available judicial remedies.

 

11.2Continuation of Work. Pending the resolution of any dispute or claim pursuant to this Article 11, the Parties agree that performance of all obligations will be pursued diligently.

 

Article 12. Liability

 

12.1NO WARRANTIES. EXCEPT AS SPECIFICALLY STATED IN ARTICLE 9, THE PARTIES MAKE NO EXPRESS OR IMPLIED WARRANTY AS TO ANY MATTER WHATSOEVER, INCLUDING THE CONDITIONS OF THE RESEARCH OR ANY INVENTION OR MATERIAL, WHETHER TANGIBLE OR INTANGIBLE, MADE OR DEVELOPED UNDER OR OUTSIDE THE SCOPE OF THIS CRADA, OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH OR ANY INVENTION OR MATERIAL, OR THAT A TECHNOLOGY UTILIZED BY A PARTY IN THE PERFORMANCE OF THE RESEARCH PLAN DOES NOT INFRINGE ANY THIRD-PARTY PATENT RIGHTS.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 12 of 28

Confidential

Revised August 1, 2012

 

 

12.2Indemnification and Liability. Collaborator agrees to hold the Government harmless and to indemnify the Government for all liabilities, demands, damages, expenses and losses arising out of the use by Collaborator for any purpose of the CRADA Data, CRADA Materials or CRADA Subject Inventions produced in whole or part by IC employees under this CRADA, unless due to the negligence or willful misconduct of IC, its employees, or agents. The Government has no statutory authority to indemnify Collaborator. Each Party otherwise will be liable for any claims or damages it incurs in connection with this CRADA, except that IC, as an agency of the Government, assumes liability only to the extent provided under the Federal Tort Claims Act, 28 U.S.C. Chapter 171.

 

12.3Force Majeure. Neither Party will be liable for any unforeseeable event beyond its reasonable control and not caused by its own fault or negligence, which causes the Party to be unable to perform its obligations under this CRADA, and which it has been unable to overcome by the exercise of due diligence. If a force majeure event occurs, the Party unable to perform will promptly notify the other Party. It will use its best efforts to resume performance as quickly as possible and will suspend performance only for such period of time as is necessary as a result of the force majeure event.

 

Article 13. Miscellaneous

 

13.1Governing Law. The construction, validity, performance and effect of this CRADA will be governed by U.S. federal law, as applied by the federal courts in the District of Columbia. If any provision in this CRADA conflicts with or is inconsistent with any U.S. federal law or regulation, then the U.S. federal law or regulation will preempt that provision.

 

13.2Compliance with Law. IC and Collaborator agree that they will comply with, and advise their contractors and agents to comply with, all applicable statutes, Executive Orders, HHS regulations, and all FDA, CDC, and NIH policies relating to research on human subjects (45 C.F.R. Part 46, 21 C.F.R. Parts 50 and 56) and relating to the appropriate care and use of laboratory animals (7 U.S.C. §§ 2131 et seq.; 9 C.F.R. Part 1, Subchapter A). Additional information on these subjects is available from the HHS Office for Human Research Protections or from the NIH Office of Laboratory Animal Welfare. Collaborator agrees to ensure that employees, contractors, and agents of Collaborator who might have access to a “select agent or toxin” (as that term is defined in 42 C.F.R. §§ 73.4-73.5) transferred from IC is properly licensed to receive the “select agent or toxin”.

 

13.3Waivers. None of the provisions of this CRADA will be considered waived by any Party unless a waiver is given in writing to the other Party. The failure of a Party to insist upon strict performance of any of the terms and conditions hereof, or failure or delay to exercise any rights provided herein or by law, will not be deemed a waiver of any rights of any Party.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 13 of 28

Confidential

Revised August 1, 2012

 

 

13.4Headings. Titles and headings of the articles and paragraphs of this CRADA are for convenient reference only, do not form a part of this CRADA, and will in no way affect its interpretation.

 

13.5Severability. The illegality or invalidity of any provisions of this CRADA will not impair, affect, or invalidate the other provisions of this CRADA.

 

13.6Amendments. Minor modifications to the Research Plan may be made by the mutual written consent of the Principal Investigators. Substantial changes to the CRADA, extensions of the term, or any changes to Appendix C will become effective only upon a written amendment signed by the signatories to this CRADA or by their representatives duly authorized to execute an amendment. A change will be considered substantial if it directly expands the range of the potential CRADA Subject Inventions, alters the scope or field of any license option governed by Article 7, or requires a significant increase in the contribution of resources by either Party.

 

13.7Assignment. Neither this CRADA nor any rights or obligations of any Party hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party. The Collaborator acknowledges the applicability of 41 U.S.C. § 15, the Anti Assignment Act, to this Agreement. The Parties agree that the identity of the Collaborator is material to the performance of this CRADA and that the duties under this CRADA are nondelegable.

 

13.8Notices. All notices pertaining to or required by this CRADA will be in writing, signed by an authorized representative of the notifying Party, and delivered by first class, registered, or certified mail, or by an express/overnight commercial delivery service, prepaid and properly addressed to the other Party at the address designated on the Contacts Information Page, or to any other address designated in writing by the other Party. Notices will be considered timely if received on or before the established deadline date or sent on or before the deadline date as verifiable by U.S. Postal Service postmark or dated receipt from a commercial carrier. Notices regarding the exercise of license options will be made pursuant to Paragraph 7.3. Either Party may change its address by notice given to the other Party in the manner set forth above.

 

13.9Independent Contractors. The relationship of the Parties to this CRADA is that of independent contractors and not agents of each other or joint venturers or partners. Each Party will maintain sole and exclusive control over its personnel and operations.

 

13.10Use of Name; Press Releases. By entering into this CRADA, the Government does not directly or indirectly endorse any product or service that is or will be provided, whether directly or indirectly related to either this CRADA or to any patent or other intellectual-property license or agreement that implements this CRADA by Collaborator, its successors, assignees, or licensees. Collaborator will not in any way state or imply that the Government or any of its organizational units or employees endorses any product or service. Each Party agrees to provide proposed press releases that reference or rely upon the work under this CRADA to the other Party for review and comment at least seven (7) days prior to publication. Either Party may disclose the Summary Page to the public without the approval of the other Party.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 14 of 28

Confidential

Revised August 1, 2012

 

 

13.11Reasonable Consent. Whenever a Party’s consent or permission is required under this CRADA, its consent or permission will not be unreasonably withheld.

 

13.12Export Controls. Collaborator agrees to comply with U.S. export law and regulations. If Collaborator has a need to transfer any CRADA Materials made in whole or in part by IC, or IC Materials, or IC’s Confidential Information, to a person located in a country other than the United States, to an Affiliate organized under the laws of a country other than the United States, or to an employee of Collaborator in the United States who is not a citizen or permanent resident of the United States, Collaborator will acquire any and all necessary export licenses and other appropriate authorizations.

 

13.13Entire Agreement. This CRADA constitutes the entire agreement between the Parties concerning the subject matter of this CRADA and supersedes any prior understanding or written or oral agreement.

 

13.14Survivability. The provisions of Paragraphs 3.3, 3.4, 4.2, 4.3, 5.3, 5.4, 6, 7, 8.3-8.7, 9.1-9.2, 10.3-10.5, 11.1, 12.1-12.3, 13.1-13.3, 13.8, 13.10 and 13.14 will survive the expiration or early termination of this CRADA.

 

SIGNATURES BEGIN ON THE NEXT PAGE

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 15 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service

Cooperative Research and Development Agreement

 

SIGNATURE PAGE

 

ACCEPTED AND AGREED

 

By executing this agreement, each Party represents that all statements made herein are true, complete, and accurate to the best of its knowledge. Collaborator acknowledges that it may be subject to criminal, civil, or administrative penalties for knowingly making a false, fictitious, or fraudulent statement or claim.

 

FOR IC    
     
/s/ Morris Laster   January 2, 2018
Signature   Date
     
Morris Laster    
Typed Name    
CEO, Vital Spark, Inc.    
Title    

 

FOR COLLABORATOR:    
     
     
Signature   Date
     
Dr. George Koob    
Typed Name    
Director, NIAAA    
Title    

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 16 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service
Cooperative Research and Development Agreement

 

CONTACTS INFORMATION PAGE

 

CRADA Notices

 

For IC:   For Collaborator:
     
George Kunos, MD, PhD   Morris Laster  
NIAAA, 5625 Fishers Lane, Rm. 2S24   Vital Spark, Inc.  
Rockville, MD, 20852     420 Lexington Avenue, Suite 300  
    New York, NY 10170  
     
Tel: (301) 443-2069   Tel: (917) 848-7963
Fax: (301) 480-0257   Fax: (917) 398-8327

 

Patenting and Licensing

 

For IC:   For Collaborator (if separate from above):
     
Office of Technology Transfer and   Same  
Development    
National Heart, Lung, and Blood Institute    
31 Center Drive, Room 4A29    
Bethesda, Maryland 20892-2479    
Tel: 301-402-5579   Tel:
Fax: 301-594-3080   Fax:

 

Delivery of Materials Identified In Appendix B (if any)

 

For IC:   For Collaborator:
     
Resat Cinar, Pharm.D., Ph.D.   Morris Laster  
NIAAA, 5625 Fishers Lane, Rm. 2S-18,   Vital Spark, Inc.  
Rockville, MD 20852   420 Lexington Avenue, Suite 300  
    New York, NY 10170  
     
Tel: (301) 443-4098   Tel: (917) 848-7963
Fax: (301) 480-0257   Fax: (917) 398-8327

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 17 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service
Cooperative Research and Development Agreement

 

SUMMARY PAGE

 

Either party may, without further consultation or permission,
release this summary page to the public.

 

TITLE OF CRADA: Hybrid inhibitor of peripheral cannabinoid-1 receptors (CB1R) and inducible nitric oxide synthase (iNOS) for the treatment of scleroderma (systemic sclerosis)

 

IC Principal Investigator: George Kunos, M.D., Ph.D.
   
Collaborator: Vital Spark, Inc.
   
Collaborator Principal Investigator: Morris Laster, M.D.
   
TERM OF CRADA: Two (2) years from the Effective Date

 

ABSTRACT OF THE RESEARCH PLAN:

 

Scleroderma or systemic sclerosis (SSc) is a multi-organ connective tissue disease characterized by increased fibroblast activity resulting in fibrosis of the skin, heart, lungs, and ultimately organ failure leading to death, yet it lacks effective treatment. Complex, multifactorial diseases such as scleroderma may benefit from polypharmacology, i.e. the design and use of therapeutic compounds that target multiple pathogenic pathways. In various forms of fibrotic diseases, including SSc, there is published evidence for the pathogenic role of increased activity of inducible nitric oxide synthase (iNOS), an enzyme responsible for the generation of reactive nitrogen species. There is also evidence for the pro-fibrotic function of the endocannabinoid/CB 1 receptor (CB1R) system, although the therapeutic potential of globally acting CB1R inhibitors has been thwarted by central nervous system side effects. NIAAA researchers in the Laboratory of Physiologic Studies have recently developed and patented a series of peripherally restricted hybrid inhibitors of CB1R and iNOS, and demonstrated the increased efficacy of the lead compound over a single target CB1R or iNOS inhibitor in preclinical models of liver and lung fibrosis. In this CRADA, NIAAA proposes to test the therapeutic efficacy of hybrid inhibitors of peripheral CB1R and iNOS in [                         ] of SSc, the [                              ] and C57B16 [            ] reated with subcutaneous infusion of bleomycin, using both a prevention and a regression paradigm. Efficacy will be evaluated by quantitative analyses of the gene and protein expression and functional activity of a range of fibrogenic factors as well as using appropriate histological analyses. In addition to skin fibrosis, these studies will also assess fibrosis and its treatment-induced mitigation in organs often involved in SSc, including lung, kidney and heart. Furthermore, long-term treatment studies (up to 6 months) will be conducted to monitor maintained efficacy as well as potential toxicity.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 18 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service
Cooperative Research and Development Agreement

 

APPENDIX A

 

RESEARCH PLAN:

 

Introduction: Scleroderma or systemic sclerosis (SSc) is an autoimmune, multi-organ connective tissue disease characterized by vascular dysfunction and increased fibroblast activity resulting in fibrosis of the skin, heart, lungs, and ultimately internal organ failure leading to death (1), with an estimated prevalence of SSc in the United States to be around 240 cases per 1 million adults (2). SSc is a complex, heterogeneous disease with clinical forms ranging from limited skin involvement (limited cutaneous systemic sclerosis) to forms with diffuse skin sclerosis and severe and often progressive internal organ involvement (diffuse cutaneous SSc (3)). Pulmonary fibrosis and interstitial lung diseases (ILD) occur in about 60% of patients contributing to mortality (4), while dermal fibrosis causes significant morbidity in scleroderma (5, 6). The etiology of SSc is unknown and disease manifestations may vary from patient to patient. Environmental influences may act as risk factors for the development of SSc (7, 8). Currently available single target therapies have not been effective either in mitigating the development of SSc or inducing its regression. In view of the complex, multifactorial pathogenesis of SSc, its effective treatment may require targeting multiple signaling pathways (9). Polypharmacology involves the design and use of pharmaceutical agents that act on multiple targets or disease pathways (10), which is particularly desirable in the case of complex, multifactorial diseases (11). Furthermore, the concept of “one drug - multiple targets” would minimize many unfavorable features of combination treatments such as simpler pharmacokinetics, improved target organ exposure, and fewer drug-drug interactions and adverse effects. This approach requires a systematic integration of different disciplines, including synthetic chemistry, in vitro/in vivo pharmacological and preclinical testing, and clinical studies for smoother translation from bench to bedside. SSc is one such disease that may benefit from the application of polypharmacology (9).

 

This proposal seeks to explore two potential therapeutic targets involved in pro-fibrogenic pathways, using a single molecular entity designed and developed ‘in-house’. One of the targets is iNOS, an enzyme encoded by the NOS2 gene and responsible for generating pro-inflammatory, reactive nitrogen species (12). The relevance of iNOS as a target is based on evidence for overproduction of nitric oxide (NO) in the pathogenesis of SSc (13, 14). iNOS is expressed in the endothelium, smooth muscle cells, fibroblasts, macrophages and many other cell types, is robustly induced by inflammatory mediators and cytokines (12), and its activity has been reported to increase in SSc (13). In contrast, the activity of a constitutively expressed form of NOS located in the vascular endothelium (eNOS, encoded by the NOS3 gene) has been reported to be reduced in SSc (15), resulting in a vasoconstricted and proinflammatory environment in association with tissue damage (16). At inflammatory sites, the iNOS-mediated formation of NO is increased in inflammatory cells such as macrophages or activated fibroblasts. Immuno-histological studies of scleroderma skin show that, as the disease progresses to the later fibrotic stages, the expression of iNOS is upregulated (17). Previous studies also demonstrate that SSc lung macrophages express high levels of iNOS and produce a high quantity of ONOO- anions (17). In SSc patients, increased production of NO is suggested by increased expression of iNOS in endothelial cells, fibroblasts, mononuclear cells infiltrating SSc skin (16) and alveolar macrophages (15). The pathogenic role of iNOS is eloquently dissected by the work of Cotton et al. which proposes the active role of iNOS-induced NO production in endothelial cell damage and advances the concept of iNOS inhibition as a viable therapeutic strategy for SSc (18). However, iNOS inhibitors used in preclinical studies lack oral bioavailability (19), whereas more recently developed, orally bioavailable iNOS inhibitors had disappointingly low therapeutic efficacy in clinical trials involving inflammatory diseases (20).

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 19 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service

Cooperative Research and Development Agreement

 

An additional target that is becoming increasingly relevant in the modulation of fibrotic responses is the endocannabinoid (EC) system. ECs are lipid-signaling molecules that act through cannabinoid receptors CB1 and CB2. ECs acting via CB1R promote fibrosis in multiple organs including skin (21), liver (22-24), kidney (25), and heart (26). Besides, CB1R activation is pro-inflammatory (27). CB1R have recently been linked to radiation-induced pulmonary fibrosis in mice (28). Recent evidence including work in our lab indicate that CB1R antagonism prevents fibroblast activation and exerts a potent antifibrotic effect (29). The role of CB1R as a pro-fibrotic receptor has also been confirmed in fatty acid amide hydrolase knock-out mice, in which elevated levels of ECs induced fibrosis in a CB1R-dependent manner (30). In addition to fibrosis, numerous studies have documented that an overactive EC/CB1R system contributes to visceral obesity and its complications (31), including type-2 diabetes (27), and also play a role in the pathology of alcoholic liver disease (32) and viral hepatitis (33). Conversely, CB1R blockade has beneficial effects in preclinical models of these conditions as well as in overweight individuals with metabolic syndrome (34). However, rimonabant and related brain-penetrant CB1R antagonists cause psychiatric side effects due to blockade of CB1R in the CNS, which halted their therapeutic development. Non-brain-penetrant CB1R antagonists have recently been reported to retain the metabolic benefit of globally acting compounds without blocking CB1R in the CNS and thus without related behavioral effects (27, 35-37). Efforts to engage CB1Rs for mitigating fibrosis would require antagonists with limited brain exposure in order to avoid neuropsychiatric side effects (37).

 

With these principles in mind, IC has developed and patented orally bioavailable, dual-target compounds that selectively block peripheral CB1R due to their limited brain penetrance and also directly inhibit iNOS activity (38). These compounds have several features for optimal therapeutic efficacy and safety. The hybrid compound serves as a pro-drug and a carrier for the iNOS inhibitory moiety, facilitating its delivery to target organs such as skin, kidney, lung, and liver, resulting in high target exposure. IC has identified lead compounds and screened them for optimally druggable pharmacodynamic and pharmacokinetic properties. For the lead compound MRI-1867, CB1R was the only high-affinity (Ki <1 µM) target among selected receptors, ion channels and enzymes (Cerep Safety44 screen, DiscoveRx panel of 192 GPCRs) and had an acceptable safety and stability profile using non-GLP in vitro tests (AMES test, hERG assay, microsomal stability, plasma stability, CYP inhibition, CYP phenotyping) (24). A proof of concept study in 2 mouse models of liver fibrosis (24) and in bleomycin-induced lung fibrosis indicated improved anti-fibrotic efficacy relative to the efficacy of a single target CB1R antagonist or iNOS inhibitor (39). The IC in vitro and in vivo data in murine models of liver fibrosis and pulmonary fibrosis provide a strong rationale for testing this compound in dermal fibrosis models of scleroderma.

 

The scope of the CRADA Research Plan is limited to the assessment of the therapeutic potential of CB1R/iNOS dual-target inhibitors in animal models of scleroderma for the treatment and prevention of fibrotic conditions related to the progression of scleroderma.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 20 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service

Cooperative Research and Development Agreement

 

Research Strategy: The CRADA Parties will build upon the hypothesis that the EC/CB1R system and iNOS are both pro-fibrogenic, and combined inhibition of these targets by a single compound would improve therapeutic outcome in scleroderma. Parties plan to test the novel dual-target compound MRI-1867 in different [                           ] of scleroderma such as the [                                                                                                                ] Subcutaneous injections of [             ] induce skin and pulmonary fibrosis (40), quantifiable histologically and biochemically. A recent modification in this protocol generated reproducible and more homogenous skin and lung fibrosis lesions mimicking human SSc, with interstitial lung disease-like manifestations (41). This latter approach will be used in these proposed studies.

 

[                                                                         ] a well-established and widely used genetic model of SSc, featuring many skin abnormalities similar to those observed in human disease (40, 42).

 

Using these two experimental models will establish the therapeutic potential of these dual-target compounds.

 

Specific Aim 1: Test the target-specificity of hybrid peripheral CB1R/iNOS inhibitors by [                                                                                    ]using the subcutaneous [                                                  ] This approach would help to evaluate the relative contribution of the two targets to the therapeutic efficacy of the hybrid inhibitor.

 

Approaches for Aim 1:

 

1.1.The IC laboratory will quantitatively analyze skin fibrosis in [                 ] wild-type, CB1R-/- and iNOS-/- mice treated with [                  ] the iNOS inhibitor 1400W or our lead dual CB1R/iNOS inhibitor MRI-1867. IC will also assess the presence of fibrosis and its modulation by treatment or genotype in organs potentially affected by SSc, including lung, kidneys, heart and gastrointestinal tract.

 

1.2.Expression and activity of CB1R and iNOS will be assessed in the affected tissues by measuring transcript, protein and functional levels weekly from week 1 to 6, in view of the progressive nature of the disease.

 

1.3.Two different treatment paradigms will be used to assess prevention or regression of fibrosis. For prevention, treatment will start immediately after implanting the [                                                                                                                       ]

 

1.4.Skin abnormalities and fibrosis will be assessed histologically (H&E and Masson’s trichrome), biochemically (hydroxyproline content) and by measuring profibrotic gene expression (TGFß, αSMA, fibronectin, collagen, TIMP1).

 

1.5.As lung fibrosis is also manifested in this model, it will be assessed by the above techniques.

 

Specific Aim 2: To investigate the pathogenic role of[            ]and [                         ]and test the therapeutic efficacy of dual [                                 ] inhibition.

 

Approaches for Aim 2: technical tools and experimental design will be as for Aim 1.

 

Specific Aim 3: Screen and optimize additional [                   ]dual-target inhibitors as back-up compounds and lead optimization in animal models of scleroderma.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 21 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service

Cooperative Research and Development Agreement

 

Approaches for Aim 3: Scleroderma results in the failure of multiple organs including the liver and kidney. In view of the essential role of these organs in pharmacokinetics and drug metabolism, their pathological changes may alter the PK properties of therapeutic compounds. In order to optimize the druggable properties of dual-target compounds,[                                        ]

 

3.1[                                                                                                                                                                              ]

 

These Aims will help to define the mechanism of action and establish the CNS safety profile of novel, dual-target peripheral [                         ] inhibitors.

 

Specific Aim 4: To assess long-term efficacy and potential toxicity of the lead compound by conducting a chronic (6 months) treatment study in the two models selected. Brain levels of drug as well as organ toxicity will be assessed by histology and functional assays.

 

Impact: Systemic sclerosis is a debilitating, multifactorial, autoimmune condition, in which the body's immune system attacks healthy tissues. While certain mutations in human leukocyte antigen (HLA) genes have been implicated, numerous environmental factors have been associated with altered progression of scleroderma. The CRADA Parties propose here an investigation into the potential therapeutic utility of directly targeting [              ] and [            ] with high translation potential, to treat and prevent fibrotic conditions related to the progression of scleroderma. The goals for this project are to test the hypothesis that an overactivity of [              ] and [           ] contribute to fibrogenesis in scleroderma, by analogy to our earlier findings with other forms of fibrosis. Parties propose to explore the therapeutic efficacy of combined blockade of peripheral [          ] and iNOS in bleomycin-induced skin fibrosis and inflammation and determine whether it offers therapeutic benefit over targeting only one of these proteins. In addition to testing the NIAAA lead hybrid inhibitor, the Parties will test/develop additional molecular entities with druggable pharmacological properties within this paradigm. The results of the proposed experiments will shed further light on the signaling pathways involved in scleroderma and may uncover novel targets for its treatment and prevention.

 

Future Intentions:

 

Should both the results of the CRADA Research Plan and the results from future IND-enabling studies warrant advancement of compound MRI-1867 into clinical development for systemic sclerosis (scleroderma), it is the intent of the IC, after receiving approval from the National Center for Advancing Translational Sciences (NCATS), to provide the CRADA Collaborator with either a cross-reference letter of its Investigational New Drug Application for compound MRI-1867 to the US FDA and access the IND-enabling data (obtained through IC’s partnership with the NCATS TRND program) for CRADA Collaborator to file a Collaborator-sponsored IND for compound MRI-1867 (or potentially other [                ] dual action inhibitors identified pursuant to the performance of the CRADA Research Plan) in system sclerosis (scleroderma).For clarity, these IND-enabling data will be used by the Collaborator solely to obtain an IND for the clinical testing of the lead compound, MRI-1867 (or other [             ]dual action inhibitors identified pursuant to the performance of the CRADA Research Plan), in systemic sclerosis, and will not be shared with any outside parties without the written consent of the IC.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 22 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service

Cooperative Research and Development Agreement

Personnel:

 

Malliga Iyer, Ph.D., is a synthetic chemist with broad training and expertise in medicinal chemistry and analytical chemistry, which has enabled her to create a diverse set of compounds for pharmacological testing. She has been responsible for the design, chemical synthesis and quality control of novel dual-target compounds.

 

Resat Cinar, Pharm.D., Ph.D., is a pharmacologist, with expertise in both in vitro and in vivo pharmacology and drug discovery. He has broad experience in pharmacodynamics and pharmacokinetics, which has been indispensable for lead optimization of candidate drug molecules and efficacy testing in animal models.

 

George Kunos, M.D., Ph.D., is head of Laboratory and Scientific Director at NIAAA/NIH. He trained many PhD students and post-doctoral fellows. He is a world-renowned expert on the biology and pharmacology of the endocannabinoid system. Dr Kunos’ lab at NIH has characterized the pharmacological profile and mechanism of metabolic action of potent, peripherally restricted CB1R antagonists/inverse agonists in rodent models of obesity and diabetes (27, 35, 36, 43). In the models studied, such compounds offer similar metabolic benefits as brain-penetrant CB1R antagonists without causing behavioral effects attributed to blockade of CB1R in the CNS.

 

Morris Laster, M.D., trained at SUNY Albany, SUNY Downstate Medical Center and Case Western Reserve University Hospital. He is a healthcare executive/entrepreneur with over 25 years of experience in the biopharmaceutical industry.

 

REFERENCES

 

1. Katsumoto TR, el al. (2011) The pathogenesis of systemic sclerosis. Annual review of pathology 6:509-537.
2. Mayes MD (2003) Scleroderma epidemiology. Rheum Dis Clin North Am 29(2):239-254.
3. Moinzadch P, et al. (2015) Disease progression in systemic sclerosis-overlap syndrome is significantly different from limited and diffuse cutaneous systemic sclerosis. Ann Rheum Dis 74(4):730-737.
4. Steen VD & Medsger TA (2007) Changes in causes of death in systemic sclerosis, 1972-2002. Ann Rheum Dis 66(7):940-944.
5. de-Sa-Earp AP et al. (2013) Dermal dendritic cell population and blood vessels are diminished in the skin of systemic sclerosis patients: relationship with fibrosis degree and disease duration. Am J Dermatopathol 35(4):438-444.
6. Akter T (2014) Recent advances in understanding the pathogenesis of scleroderma-interstitial lung disease. Curr Rheumatol Rep 16(4):411.
7. Nietert PJ, et al. (1998) Is occupational organic solvent exposure a risk factor for scleroderma? Arthritis Rheum 41(6):1111-1118.
8. McCormic et al. (2010) Occupational silica exposure as a risk factor for scleroderma: a meta-analysis. lnt Arch Occup Environ Health 83(7):763-769.
9. Denton CP (2015) Systemic sclerosis: from pathogenesis to targeted therapy. Clinical and experimental rheumatology 33(4 Suppl 92):S3-7.
10. Reddy AS & Zhang S (2013) Polypharmacology: drug discovery for the future. Expert review of clinical pharmacology 6(1):41-47.
11. Hopkins AL (2008) Network pharmacology: the next paradigm in drug discovery. Nat Chem Biol 4(11):682-690.
12. Aktan F (2004) iNOS-mediated nitric oxide production and its regulation. Life Sci 75(6):639-653.
13. Dooley A, et al. (2012) Modulation of fibrosis in systemic sclerosis by nitric oxide and antioxidants. Cardiol Res Pract 2012:521958.
14. Sud A, Khullar M, Wanchu A, & Bambery P (2000) Increased nitric oxide production in patients with systemic sclerosis. Nitric Oxide 4(6):615-619.
15. Matucci Cerinic M et al(2002) Beauty and the beast.The nitric oxide paradox in systemic sclerosis. Rheumatology (Oxford) 41(8):843-847.
16. Yamamoto T et al. (1998) Nitric oxide production and inducible nitric oxide synthase expression in systemic sclerosis. J Rheumatol 25(2):314-317.
17. Failli P, et al. (2002) Effect of N-acetyl-L-cysteine on peroxynitrite and superoxide anion production of lung alveolar macrophages in systemic sclerosis. Nitric Oxide 7(4):277-282.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 23 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service

Cooperative Research and Development Agreement

 

18.Cotton SA et al. (1999) Endothelial expression of nitric oxide synthases and nitrotyrosine in systemic sclerosis skin. J Pathol 189(2):273-278.
19.Lopez-Sanchez LM, et al. (2010) Inhibition of nitric oxide synthesis during induced cholestasis ameliorates hepatocellular injury by facilitating S-nitrosothiol homeostasis. Lab Invest 90(1):116-127.
20.Hellio le Graverand MP, et al. (2013) A 2-year randomised, double-blind, placebo-controlled, multicentre study of oral selective iNOS inhibitor, cindunistat (SD-6010), in patients with symptomatic osteoarthritis of the knee. Annals of the rheumatic diseases 72(2): 187-195.
21.Lazzerini PE, et al. (2012) Adenosine A2A receptor activation stimulates collagen production in sclerodermic dermal fibroblasts either directly and through a cross-talk with the cannabinoid system. Journal of molecular medicine 90(3):331-342.

22.Teixeira-Clerc F, et al. (2006) CB1 cannabinoid receptor antagonism: a new strategy for the treatment of liver fibrosis. Nat Med l2(6):67l-676.
23.Patsenker E, et at. (2011) Cannabinoid receptor type I modulates alcohol-induced liver fibrosis. Mol Med 17(11-12):1285-1294.
24.Cinar R, et al. Hybrid inhibitor of peripheral cannabinoid 1 receptors and inducible nitric oxide synthase mitigates of liver fibrosis. Journal of Clinical Investigation Insight, In press, 2016.
25.Lin CL, et al. (2014) Cannabinoid receptor 1 disturbance of PPARgamma2 augments hyperglycemia induction of mesangial inflammation and fibrosis in renal glomeruli. Journal of molecular medicine 92(7):779-792.
26.Slavic S, et al. (2013) Cannabinoid receptor 1 inhibition improves cardiac function and remodelling after myocardial infarction and in experimental metabolic syndrome. Journal of molecular medicine 91(7):811-823.
27.Jourdan T, et al. (2013) Activation of the Nlrp3 inflammasome in infiltrating macrophages by endocannabinoids mediates beta cell loss in type 2 diabetes. Nat Med 19(9):1132-1140.
28.Bronova I, et al. (2015) Peripheral targeting of CB1 cannabinoid receptors protects from radiation-induced pulmonary fibrosis. American Journal of Respiratory Cell and Molecular Biology.
29.Marquart S, et al. (2010) Inactivation of the cannabinoid receptor CB1 prevents leukocyte infiltration and experimental fibrosis. Arthritis Rheum 62(11):3467-3476.
30.Palumbo-Zerr K, et al. (2012) Inactivation of fatty acid amide hydrolase exacerbates experimental fibrosis by enhanced endocannabinoid-mediated activation of CB1. Ann Rheum Dis 71(12):2051-2054.
31.Silvestri C et al. (2013) The endocannabinoid system in energy homeostasis and the etiopathology of metabolic disorders. Cell Metab 17(4):475-490.
32.Jeong WI, et al. (2008) Paracrine activation of hepatic CB1 receptors by stellate cell-derived endocannabinoids mediates alcoholic fatty liver. Cell Metab 7(3):227-235.
33.Hezode C, et al. (2005) Daily cannabis smoking as a risk factor for progression of fibrosis in chronic hepatitis C. Hepatology 42(1):63-71.
34.Despres JP et al.(2005) Effects of rimonabant on metabolic risk factors in overweight patients with dyslipidemia. N Engl J Med 353(20):2121-2134.
35.Tam J, et al. (2012) Peripheral cannabinoid-1 receptor inverse agonism reduces obesity by reversing leptin resistance. Cell Metab 16(2):167-179.
36.Cinar R, et al. (2014) Hepatic cannabinoid-1 receptors mediate diet-induced insulin resistance by increasing de novo synthesis of long-chain ceramides. Hepatology 59(1):143-153.
37.Tam J, et al. (2010) Peripheral CB1 cannabinoid receptor blockade improves cardiometabolic risk in mouse models of obesity. J Clin Invest 120(8):2953-2966.
38.Kunos G, Iyer MR, Cinar R, & Rice KC (2014) WO 2014/078309 A1.
39.Cinar R et al. Dual-targeting on peripheral CB1R and iNOS for inhibition provides effective anti-fibrotic therapy in IPF. In preparation

40.Tsujino K & Sheppard D (2016) Critical Appraisal of the Utility and Limitations of Animal Models of Scleroderma. Curr Rheumatol Rep 18(1):4.
41.Liang M, et al. (2015) A modified murine model of systemic sclerosis: bleomycin given by pump infusion induced skin and pulmonary inflammation and fibrosis. Lab Invest 95(3):342-350.
42.Morin F, Kavian N, & Batteux F (2015) Animal models of systemic sclerosis. Curr Pharm Des 21(18):2365-2379.
43.Jourdan T, et al. (2014) Overactive cannabinoid 1 receptor in podocytes drives type 2 diabetic nephropathy. Proc Natl Acad Sci U S A.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 24 of 28

Confidential

Revised August 1, 2012

 

Public Health Service

Cooperative Research and Development Agreement

 

APPENDIX B

 

STAFFING, FUNDING, AND MATERIALS/EQUIPMENT CONTRIBUTIONS
OF THE PARTIES

 

Staffing Contributions:

 

IC will provide scientific staff and other support necessary to conduct the research and other activities described in the Research Plan. IC’s scientific staff will include IC’s Principal Investigator and technical staff.

 

IC estimates that 1.2 person-years of effort per year will be required to complete the CRADA research.

 

Collaborator will provide scientific staff and other support necessary to conduct the research and other activities described in the Research Plan. Collaborator’s scientific staff will include Collaborator’s Principal Investigator but no technical staff.

 

Collaborator estimates that 1.2 person-years of effort per year will be required to complete the CRADA research.

 

Funding Contributions:

 

Collaborator agrees to provide funds in the amount of $130,000 for year one and $100,000 for year two of the CRADA for IC to use to acquire technical, statistical, and administrative support for the research activities, as well as to pay for supplies and travel expenses. Collaborator will provide funds in equal annual installments. The first installment will be due within thirty (30) days of the Effective Date. Each subsequent installment will be due within thirty (30) days of each anniversary of the Effective Date. Collaborator agrees that IC can allocate the funding between the various categories in support of the CRADA research as IC sees fit.

 

CRADA PAYMENTS:

Collaborator will make checks payable to the National Institute on Alcohol Abuse and Alcoholism, will reference the CRADA number and title on each check, and will send them via trackable mail or courier to:

 

Judit O’Connor

National Institute on Alcohol Abuse and Alcoholism

5635 Fishers Lane, Room 3011, Bethesda, MD 20892-9304

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 25 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service

Cooperative Research and Development Agreement

 

CRADA Travel Payments:

Travel arrangements for all Government staff will be made in accordance with the Federal Travel Rules and Regulations, whether arranged by IC and funded using either appropriated funds or CRADA funds, or arranged and funded directly by Collaborator.

 

Materials/Equipment Contributions:

 

IC will provide to Collaborator the following IC Materials for use under this CRADA:

NONE

 

Collaborator will provide to IC the following Collaborator Materials and/or capital equipment for use under this CRADA:

NONE

 

If either Party decides to provide additional Materials for use under this CRADA, those Materials will be transferred under a cover letter that identifies them and states that they are being provided under the terms of the CRADA.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 26 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service

Cooperative Research and Development Agreement

 

APPENDIX C

 

MODIFICATIONS TO THE MODEL CRADA

 

6.1Ownership of CRADA Subject Inventions, CRADA Data, and CRADA Materials. Subject to the Government license described in Paragraph 7.5, the sharing requirements of Paragraph 8.1, and the regulatory filing requirements of Paragraph 8.2, the producing Party will retain sole ownership of and title to all CRADA Subject Inventions, all related Patent and Patent Application and all copies of CRADA Data, and all CRADA Materials produced solely by its employee(s). The Parties will own jointly all CRADA Subject Inventions invented jointly and all related Patent and Patent Application, and copies of CRADA Data and all CRADA Materials developed jointly.

 

6.4Patent Expenses. Unless agreed otherwise, the Party filing a Patent Application will pay all preparation and filing expenses, prosecution fees, issuance fees, post issuance fees, patent maintenance fees, annuities, interference expenses, and attorneys’ fees for that Patent Application and any resulting Patent(s). If a license to any CRADA Subject Invention is granted to Collaborator, then Collaborator will be responsible for all expenses and fees, past and future, in connection with the preparation, filing, prosecution, and maintenance of any Patent Applications and Patents claiming exclusively-licensed CRADA Subject Inventions and will be responsible for a pro-rated share, divided equally among all licensees, of those expenses and fees for same non-exclusively licensed CRADA Subject Inventions. Collaborator may waive its exclusive option rights at any time, and incur no subsequent financial obligation for those Patent Application(s) or Patent(s.

 

7.4Government License in IC Sole CRADA Subject Inventions and Joint CRADA Subject Inventions. Pursuant to 15 U.S.C. § 3710a(b)(l)(A), for CRADA Subject Inventions owned solely by IC or jointly by IC and Collaborator, and licensed pursuant to the option of Paragraph 7.2, Collaborator grants to the Government a nonexclusive, nontransferable, irrevocable, paid-up license to practice the CRADA Subject Invention or have the CRADA Subject Invention practiced throughout the world by or on behalf of the Government. In the exercise of this license, the Government will not publicly disclose Collaborator’s Confidential Information, trade secrets or commercial or financial information that is privileged or confidential within the meaning of 5 U.S.C. § 552(b)(4) or which would be considered privileged or confidential if it had been obtained from a non-federal party.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 27 of 28

Confidential

Revised August 1, 2012

 

 

Public Health Service

Cooperative Research and Development Agreement

 

8.2Use of CRADA Data and CRADA Materials. The Parties will be free to utilize CRADA Data and CRADA Materials internally for their own purposes, consistent with their obligations under this CRADA. The Parties may share CRADA Data or CRADA Materials with their Affiliates, agents or contractors provided the obligations of this Article 8.2 are simultaneously conveyed.

 

(a)CRADA Data.

 

Collaborator and IC will use reasonable efforts to keep CRADA Data confidential until published or until corresponding Patent Applications are filed. To the extent permitted by law, each Party will have the right to use any and all CRADA Data in and for any regulatory filing by or on behalf of the Party. Any confidential information not included in a Patent Application filed shall remain confidential.

 

(b)CRADA Materials.

 

Collaborator and IC will use reasonable efforts to keep descriptions of CRADA Materials confidential until published or until corresponding Patent Applications are filed. Any confidential information not included in a Patent Application filed shall remain confidential. Collaborator acknowledges that the basic research mission of PHS includes sharing with third parties for further research those research resources made in whole or in part with NIH funding. Consistent with this mission and the tenets articulated in “Sharing of Biomedical Research Resources: Principles and Guidelines for Recipients of NIH Research Grants and Contracts”, December 1999, available at https://www.gpo.gov/fdsys/pkg/FR-1999-12-23/pdf/99-33292.pdf, following publication either Party may make available to third parties for further research those CRADA Materials made jointly by both PHS and Collaborator. Notwithstanding the above, if those joint CRADA Materials are the subject of a pending Patent Application or a Patent, the Parties may agree to restrict distribution or freely distribute them. Either Party may distribute those CRADA Materials made solely by the other Party only upon written consent from that other Party or that other Party’s designee.

 

8.6Duration of Confidentiality Obligation. The obligation to maintain the confidentiality of Confidential Information will expire at the earlier of the date when the information is no longer Confidential Information as defined in Paragraph 2.4 or five (5) years after the expiration or termination date of this CRADA. Collaborator may request an extension to this term when necessary to protect Confidential Information relating to products not yet commercialized.

 

13.14Survivability. The provisions of Paragraphs 3.3, 3.4, 4.2, 4.3, 5.3, 5.4, 6, 7, 8.3-8.7, 9.1-9.2, 10.3-10.5, 11.1, 12.1-12.3, 13.1-13.3, 13.8, 13.10 and 13.14 will survive the expiration or early termination of this CRADA.

 

PHS CRADA

Agreement Ref. No. NIAAA 01638

MODEL ADOPTED June 18, 2009

Page 28 of 28

Confidential

Revised August 1, 2012

EX-10.4 5 tv523189_ex10-4.htm EXHIBIT 10.4

 

Exhibit 10.4

 

  REDACTED
 

*Certain identified information has been excluded from

the exhibit because it is both (i) not material and (ii)

would be competitively harmful if publicly disclosed.*

 

DEPARTMENT OF HEALTH AND HUMAN SERVICES

National Institute On Alcohol Abuse And Alcoholism

National Institutes of Health

5625 Fishers Lane

Bethesda, MD 20892 USA

 

Second Amendment

To the Cooperative Research and Development Agreement

Between

The National Institute on Alcohol Abuse and Alcoholism

And

Vital Spark, Inc.

 

This Second Amendment (“Amendment No. 2”) between the National Institute on Alcohol Abuse and Alcoholism (“IC”), which is a component of the National Institutes of Health, an agency of the U.S. Department of Health and Human Services, having offices located at 5625 Fishers Lane, Bethesda, MD 20892, and Vital Spark, Inc. (“Collaborator”), having a principal place of business at 420 Lexington Avenue, Suite 300, New York, New York 10170, and incorporated in the State of Delaware (collectively, the “Parties”), will be effective as of the date of the last Authorized signature below (the “Amendment No. 2 Effective Date”).

 

WHEREAS, the Parties hereto entered into a Cooperative Research and Development Agreement, with an Effective Date of January 11, 2018 and an Expiration Date of January 11, 2020 (the “Agreement”), and subsequently executed a first amendment to the Agreement (“Amendment No. 1”), with an effective date of October 31, 2018 (the “Amendment No. 1 Effective Date”).

 

WHEREAS, the Parties desire to modify the Agreement; and,

 

WHEREAS, the purpose of this Amendment No. 2 is to amend and modify the Agreement; and,

 

WHEREAS, pursuant to Amendment No. 1. the Parties agreed to defer the second-year funding of the Agreement, until the results of certain additional testing undertaken by the IC were obtained; and,

 

WHEREAS, as a result of findings of the aforementioned additional testing obtained by IC, the Collaborator has determined to proceed with the second year of the Agreement; and,

 

WHEREAS, as a result of the aforementioned additional testing, the Parties desire to modify the research plan described in Appendix A (hereafter referred to as the “Research Plan”) of the Agreement; and,

 

WHEREAS, as a result of the modification of the Research Plan, the Collaborator has agreed to increase the funding for the second year of the Agreement from one-hundred thousand (USD $100,000.00) dollars to one hundred-eleven thousand, seven-hundred and forty (USD $111,740.00) dollars.

 

THEREFORE, the Parties hereby agree to amend and modify the Agreement as follows:

 

1)The Parties agree to modify the Research Plan. Accordingly, Appendix A of the Agreement is hereby amended to read as follows:

 

NIAAA-Vital Spark, Inc. Standard CRADA 
Amendment No. 2Page 1 of 9
 
 National Institute
on Alcohol Abuse
and Alcoholism

 

APPENDIX A

 

RESEARCH PLAN:

 

Introduction: Scleroderma or systemic sclerosis (SSc) is an autoimmune, multi-organ connective tissue disease characterized by vascular dysfunction and increased fibroblast activity resulting in fibrosis of the skin, heart, lungs, and ultimately internal organ failure leading to death (1), with an estimated prevalence of SSc in the United States to be around 240 cases per 1 million adults (2). SSc is a complex, heterogeneous disease with clinical forms ranging from limited skin involvement (limited cutaneous systemic sclerosis) to forms with diffuse skin sclerosis and severe and often progressive internal organ involvement (diffuse cutaneous SSc (3)). Pulmonary fibrosis and interstitial lung diseases (ILD) occur in about 60% of patients contributing to mortality (4), while dermal fibrosis causes significant morbidity in scleroderma (5, 6). The etiology of SSc is unknown and disease manifestations may vary from patient to patient. Environmental influences may act as risk factors for the development of SSc (7, 8). Currently available single target therapies have not been effective either in mitigating the development of SSc or inducing its regression. In view of the complex, multifactorial pathogenesis of SSc, its effective treatment may require targeting multiple signaling pathways (9). Polypharmacology involves the design and use of pharmaceutical agents that act on multiple targets or disease pathways (10), which is particularly desirable in the case of complex, multifactorial diseases (11). Furthermore, the concept of “one drug – multiple targets” would minimize many unfavorable features of combination treatments such as simpler pharmacokinetics, improved target organ exposure, and fewer drug-drug interactions and adverse effects. This approach requires a systematic integration of different disciplines, including synthetic chemistry, in vitro/in vivo pharmacological and preclinical testing, and clinical studies for smoother translation from bench to bedside. SSc is one such disease that may benefit from the application of polypharmacology (9).

 

This proposal seeks to explore two potential therapeutic targets involved in pro-fibrogenic pathways, using a single molecular entity designed and developed ‘in-house’. One of the targets is iNOS, an enzyme encoded by the NOS2 gene and responsible for generating pro-inflammatory, reactive nitrogen species (12). The relevance of iNOS as a target is based on evidence for overproduction of nitric oxide (NO) in the pathogenesis of SSc (13, 14). iNOS is expressed in the endothelium, smooth muscle cells, fibroblasts, macrophages and many other cell types, is robustly induced by inflammatory mediators and cytokines (12), and its activity has been reported to increase in SSc (13). In contrast, the activity of a constitutively expressed form of NOS located in the vascular endothelium (eNOS, encoded by the NOS3 gene) has been reported to be reduced in SSc (15), resulting in a vasoconstricted and proinflammatory environment in association with tissue damage (16). At inflammatory sites, the iNOS-mediated formation of NO is increased in inflammatory cells such as macrophages or activated fibroblasts. Immuno-histological studies of scleroderma skin show that, as the disease progresses to the later fibrotic stages, the expression of iNOS is upregulated (17). Previous studies also demonstrate that SSc lung macrophages express high levels of iNOS and produce a high quantity of ONOO’ anions (17). In SSc patients, increased production of NO is suggested by increased expression of iNOS in endothelial cells, fibroblasts, mononuclear cells infiltrating SSc skin (16) and alveolar macrophages (15). The pathogenic role of iNOS is eloquently dissected by the work of Cotton et al. which proposes the active role of iNOS-induced NO production in endothelial cell damage and advances the concept of iNOS inhibition as a viable therapeutic strategy for SSc (18). However, iNOS inhibitors used in preclinical studies lack oral bioavailability (19), whereas more recently developed, orally bioavailable iNOS inhibitors had disappointingly low therapeutic efficacy in clinical trials involving inflammatory diseases (20).

 

An additional target that is becoming increasingly relevant in the modulation of fibrotic responses is the endocannabinoid (EC) system. ECs are lipid-signaling molecules that act through cannabinoid receptors CB1 and CB2. ECs acting via CB1R promote fibrosis in multiple organs including skin (21), liver (22-24), kidney (25), and heart (26). Besides, CB1R activation is pro-inflammatory (27). CB1R have recently been linked to radiation-induced pulmonary fibrosis in mice (28). Recent evidence including work in our lab indicate that CB1R antagonism prevents fibroblast activation and exerts a potent antifibrotic effect (29). The role of CB1R as a pro-fibrotic receptor has also been confirmed in fatty acid amide hydrolase knock-out mice, in which elevated levels of ECs induced fibrosis in a CB1R-dependent manner (30). In addition to fibrosis, numerous studies have documented that an overactive EC/CB1R system contributes to visceral obesity and its complications (31), including type-2 diabetes (27), and also play a role in the pathology of alcoholic liver disease (32) and viral hepatitis (33). Conversely, CB1R blockade has beneficial effects in preclinical models of these conditions as well as in overweight individuals with metabolic syndrome (34). However, rimonabant and related brain-penetrant CB1R antagonists cause psychiatric side effects due to blockade of CB1R in the CNS, which halted their therapeutic development. Non-brain-penetrant CB1R antagonists have recently been reported to retain the metabolic benefit of globally acting compounds without blocking CB1R in the CNS and thus without related behavioral effects (27, 35-37). Efforts to engage CB1Rs for mitigating fibrosis would require antagonists with limited brain exposure in order to avoid neuropsychiatric side effects (37).

 

NIAAA-Vital Spark, Inc. Standard CRADA 
Amendment No. 2Page 2 of 9
 
 National Institute
on Alcohol Abuse
and Alcoholism

 

With these principles in mind, IC has developed and patented orally bioavailable, dual-target compounds that selectively block peripheral CB1R due to their limited brain penetrance and also directly inhibit iNOS activity (38). These compounds have several features for optimal therapeutic efficacy and safety. The hybrid compound serves as a pro-drug and a carrier for the iNOS inhibitory moiety, facilitating its delivery to target organs such as skin, kidney, lung, and liver, resulting in high target exposure. IC has identified lead compounds and screened them for optimally druggable pharmacodynamic and pharmacokinetic properties. For the lead compound MRI-1867, CB1R was the only high-affinity (Ki <1 µM) target among selected receptors, ion channels and enzymes (Cerep Safety44 screen, DiscoveRx panel of 192 GPCRs) and had an acceptable safety and stability profile using non-GLP in vitro tests (AMES test, hERG assay, microsomal stability, plasma stability, CYP inhibition, CYP phenotyping) (24). A proof of concept study in 2 mouse models of liver fibrosis (24) and in bleomycin-induced lung fibrosis indicated improved anti-fibrotic efficacy relative to the efficacy of a single target CB1R antagonist or iNOS inhibitor (39). The IC in vitro and in vivo data in murine models of liver fibrosis and pulmonary fibrosis provide a strong rationale for testing this compound in dermal fibrosis models of scleroderma.

 

The scope of the CRADA Research Plan is limited to the assessment of the therapeutic potential of CB1R/iNOS dual-target inhibitors in animal models of scleroderma for the treatment and prevention of fibrotic conditions related to the progression of scleroderma.

 

Research Strategy: The CRADA Parties will build upon the hypothesis that the EC/CB1R system and iNOS are both pro-fibrogenic, and combined inhibition of these targets by a single compound would improve therapeutic outcome in scleroderma. Parties plan to test the novel dual-target compound MRI-1867 in bleomycin-induced subcutaneous fibrosis model in multi drug resistance 1a and 1b [            ]/ breast cancer resistance protein [                                   .]

 

Bleomycin-induced scleroderma model Subcutaneous injections of bleomycin induce skin and pulmonary fibrosis (40), quantifiable histologically and biochemically. A recent modification in this protocol generated reproducible and more homogenous skin and lung fibrosis lesions mimicking human SSc, with interstitial lung disease-like manifestations (41). However, IC investigators observed that daily subcutaneous bleomycin administration significantly increased efflux transporters such as [          ,] [          ] and [       ] in skin that resulted in drastically reduced skin exposure to test compount (MRI-1867), which is a substrate for these transporters. Therefore, this experimental artifact would preclude preclinical efficacy testing using wild-type mice in bleomycin-induced skin fibrosis model. The IC investigators found that bleomycin also induced skin fibrosis in [                     ] [                     ] which was comparable to that in wt mice. Importantly, MRI-1867 skin exposure was not reduced in the [                 ] and was similar to that in bleo-treated wildtype mice. Therefore [                                   ] [       ] will be used in these proposed studies.

 

Specific Aim 1:

 

Previously conducted study will be repeated testing S-MRI-1867 at [             ] dose in [                                                                 ] fibrosis model.

 

NIAAA-Vital Spark, Inc. Standard CRADA 
Amendment No. 2Page 3 of 9
 
 National Institute
on Alcohol Abuse
and Alcoholism

 

Approaches for Aim 1:

 

1.1.Skin abnormalities and fibrosis will be assessed histologically (H&E and Masson’s trichrome), biochemically (hydroxyproline content) and by measuring profibrotic gene expression (TGFβ, αSMA, fibronectin, collagen, TIMP1).

 

Specific Aim 2: Dose ranging of S-MRI-1867 for skin exposure

 

Approaches for Aim 2:

 

2.1.Tissue distribution and pharmacokinetics of S-MRI1867 will be tested in [                                    ] at different doses prior to starting dose ranging study in order to verify proportional exposure at different doses via single acute administration of the compound [                                    .]

 

Specific Aim 3: Assessing effective dose range of S-MRI-1867 treatment in bleomycin-induced skin fibrosis in [                                        .]

 

Approaches for Aim 3:

 

S-MRI-1867 at doses of [                    ] (maybe increase to [           ] based on AIM1) will be used in treatment paradigm using 12 mice in each group. In the same study we will also include [           ] of ibipinabant as a brain penetrant CB1R antagonist, which is also structural analogue of S-MRI-1867. Comparing ibipinabant and S-MRI-1867 will help us understand the contribution of the secondary target to therapeutic efficacy.

 

3.1.Skin abnormalities and fibrosis will be assessed histologically (H&E and Masson’s trichrome) and biochemically (hydroxy-proline content).

 

3.2.Protein and gene expression levels of CB1R and iNOS will be investigated by immunohistochemistry and real-time PCR.

 

3.3.Endocannabinoids will be measured by LC-MS/MS.

 

3.4.Inflammatory and fibrogenic gene markers will be measured in a separate study using skin samples after the dose assessment study has been completed.

 

Impact: Systemic sclerosis is a debilitating, multifactorial, autoimmune condition, in which the body’s immune system attacks healthy tissues. While certain mutations in human leukocyte antigen (HLA) genes have been implicated, numerous environmental factors have been associated with altered progression of scleroderma. The CRADA Parties propose here an investigation into the potential therapeutic utility of directly targeting CB1R and iNOS, with high translation potential, to treat and prevent fibrotic conditions related to the progression of scleroderma. The goals for this project are to test the hypothesis that an overactivity of iNOS and CB1R contribute to fibrogenesis in scleroderma, by analogy to our earlier findings with other forms of fibrosis. Parties propose to explore the therapeutic efficacy of combined blockade of peripheral CB1R and iNOS in bleomycin-induced skin fibrosis and inflammation and determine whether it offers therapeutic benefit over targeting only one of these proteins. In addition to testing the NIAAA lead hybrid inhibitor, the Parties will test/develop additional molecular entities with druggable pharmacological properties within this paradigm. The results of the proposed experiments will shed further light on the signaling pathways involved in scleroderma and may uncover novel targets for its treatment and prevention.

 

NIAAA-Vital Spark, Inc. Standard CRADA 
Amendment No. 2Page 4 of 9
 
 National Institute
on Alcohol Abuse
and Alcoholism

 

Future Intentions:

 

Should both the results of the CRADA Research Plan and the results from future IND-enabling studies warrant advancement of compound MRI-1867 into clinical development for systemic sclerosis (scleroderma), it is the intent of the IC, after receiving approval from the National Center for Advancing Translational Sciences (NCATS), to provide the CRADA Collaborator with either a cross-reference letter of its Investigational New Drug Application for compound MRI-1867 to the U.S. Food and Drug Administration (FDA), or access to the IND-enabling data (obtained through IC’s partnership with the NCATS Therapeutics for Rare and Neglected Disease (TRND) program) for CRADA Collaborator to file a Collaborator-sponsored IND for compound MRI-1867 (or potentially other CB1/iNOS dual action inhibitors identified pursuant to the performance of the CRADA Research Plan) in system sclerosis (scleroderma). For clarity, these IND-enabling data will be used by the Collaborator solely to obtain an IND for the clinical testing of the lead compound, MRI-1867 (or other CB1/iNOS dual action inhibitors identified pursuant to the performance of the CRADA Research Plan), in systemic sclerosis, and will not be shared with any outside parties without the written consent of the IC.

 

Personnel:

 

Malliga Iyer, Ph.D., is a synthetic chemist with broad training and expertise in medicinal chemistry and analytical chemistry, which has enabled her to create a diverse set of compounds for pharmacological testing. She has been responsible for the design, chemical synthesis and quality control of novel dual-target compounds.

 

Resat Cinar, Pharm.D., Ph.D., is a pharmacologist, with expertise in both in vitro and in vivo pharmacology and drug discovery. He has broad experience in pharmacodynamics and pharmacokinetics, which has been indispensable for lead optimization of candidate drug molecules and efficacy testing in animal models.

 

George Kunos, M.D., Ph.D., is head of Laboratory and Scientific Director at NIAAA/ NIH. He trained many PhD students and post-doctoral fellows. He is a world-renowned expert on the biology and pharmacology of the endocannabinoid system. Dr Kunos’ lab at NIH has characterized the pharmacological profile and mechanism of metabolic action of potent, peripherally restricted CB1R antagonists/inverse agonists in rodent models of obesity and diabetes (27, 35, 36, 43). In the models studied, such compounds offer similar metabolic benefits as brain-penetrant CB1R antagonists without causing behavioral effects attributed to blockade of CB1R in the CNS.

 

Morris Laster, M.D., trained at SUNY Albany, SUNY Downstate Medical Center and Case Western Reserve University Hospital. He is a healthcare executive/entrepreneur with over 25 years of experience in the biopharmaceutical industry.

 

REFERENCES

 

1.Katsumoto TR, et al. (2011) The pathogenesis of systemic sclerosis. Annual review of pathology 6:509-537.

 

2.Mayes MD (2003) Scleroderma epidemiology. Rheum Dis Clin North Am 29(2):239-254.

 

3.Moinzadeh P, et al. (2015) Disease progression in systemic sclerosis-overlap syndrome is significantly different from limited and diffuse cutaneous systemic sclerosis. Ann Rheum Dis 74(4):730-737.

 

4.Steen VD & Medsger TA (2007) Changes in causes of death in systemic sclerosis, 1972-2002. Ann Rheum Dis 66(7):940-944.

 

5.de-Sa-Earp AP et al. (2013) Dermal dendritic cell population and blood vessels are diminished in the skin of systemic sclerosis patients: relationship with fibrosis degree and disease duration. Am J Dermatopathol 35(4):438-444.

 

6.Akter T (2014) Recent advances in understanding the pathogenesis of scleroderma-interstitial lung disease. Curr Rheumatol Rep 16(4):411.

 

7.Nietert PJ, et al. (1998) Is occupational organic solvent exposure a risk factor for scleroderma? Arthritis Rheum 41(6):1111-1118.

 

8.McCormic et al. (2010) Occupational silica exposure as a risk factor for scleroderma: a meta-analysis. Int Arch Occup Environ Health 83(7) 763-769.

 

NIAAA-Vital Spark, Inc. Standard CRADA 
Amendment No. 2Page 5 of 9
 
 National Institute
on Alcohol Abuse
and Alcoholism

 

9.Denton CP (2015) Systemic sclerosis: from pathogenesis to targeted therapy. Clinical and experimental rheumatology 33(4 Suppl 92):S3-7.

 

10.Reddy AS & Zhang S (2013) Polypharmacology: drug discovery for the future. Expert review of clinical pharmacology 6(1):41-47.

 

11.Hopkins AL (2008) Network pharmacology: the next paradigm in drug discovery. Nat Chem Biol 4(11):682-690.

 

12.Aktan F (2004) iNOS-mediated nitric oxide production and its regulation. Life Sci 75(6):639-653.

 

13.Dooley A, et al. (2012) Modulation of fibrosis in systemic sclerosis by nitric oxide and antioxidants. Cardiol Res Pract 2012:521958.

 

14.Sud A, Khullar M, Wanchu A, & Bambery P (2000) Increased nitric oxide production in patients with systemic sclerosis. Nitric Oxide 4(6):615-619.

 

15.Matucci Cerinic M et al(2002) Beauty and the beast. The nitric oxide paradox in systemic sclerosis. Rheumatology (Oxford) 41(8):843-847.

 

16.Yamamoto T et al. (1998) Nitric oxide production and inducible nitric oxide synthase expression in systemic sclerosis. J Rheumatol 25(2):314-317.

 

17.Failli P, et al. (2002) Effect of N-acetyl-L-cysteine on peroxynitrite and superoxide anion production of lung alveolar macrophages in systemic sclerosis. Nitric Oxide 7(4):277-282.

 

18.Cotton SA et al. (1999) Endothelial expression of nitric oxide synthases and nitrotyrosine in systemic sclerosis skin. J Pathol 189(2):273-278.

 

19.Lopez-Sanchez LM, et al. (2010) Inhibition of nitric oxide synthesis during induced cholestasis ameliorates hepatocellular injury by facilitating S-nitrosothiol homeostasis. Lab Invest 90(1):116-127.

 

20.Hellio le Graverand MP, et al. (2013) A 2-year randomised, double-blind, placebo-controlled, multicentre study of oral selective iNOS inhibitor, cindunistat (SD-6010), in patients with symptomatic osteoarthritis of the knee. Annals of the rheumatic diseases 72(2):187-195.

 

21.Lazzerini PE, et al. (2012) Adenosine A2A receptor activation stimulates collagen production in sclerodermic dermal fibroblasts either directly and through a cross-talk with the cannabinoid system. Journal of molecular medicine 90(3):331-342.

 

22.Teixeira-Clerc F, et al. (2006) CB1 cannabinoid receptor antagonism: a new strategy for the treatment of liver fibrosis. Nat Med 12(6):671-676.

 

23.Patsenker E, et al. (2011) Cannabinoid receptor type I modulates alcohol-induced liver fibrosis. Mol Med 17(11-12):1285-1294.

 

24.Cinar R, et al. Hybrid inhibitor of peripheral cannabinoid 1 receptors and inducible nitric oxide synthase mitigates of liver fibrosis. Journal of Clinical Investigation Insight, In press, 2016.

 

25.Lin CL, et al. (2014) Cannabinoid receptor 1 disturbance of PPARgamma2 augments hyperglycemia induction of mesangial inflammation and fibrosis in renal glomeruli. Journal of molecular medicine 92(7):779-792.

 

26.Slavic S, et al. (2013) Cannabinoid receptor 1 inhibition improves cardiac function and remodelling after myocardial infarction and in experimental metabolic syndrome. Journal of molecular medicine 91(7):811-823.

 

27.Jourdan T, et al. (2013) Activation of the Nlrp3 inflammasome in infiltrating macrophages by endocannabinoids mediates beta cell loss in type 2 diabetes. Nat Med 19(9):1132-1140.

 

NIAAA-Vital Spark, Inc. Standard CRADA 
Amendment No. 2Page 6 of 9
 
 National Institute
on Alcohol Abuse
and Alcoholism

 

28.Bronova I, et al. (2015) Peripheral targeting of CB1 cannabinoid receptors protects from radiation-induced pulmonary fibrosis. American Journal of Respiratory Cell and Molecular Biology.

 

29.Marquart S, et al. (2010) Inactivation of the cannabinoid receptor CB1 prevents leukocyte infiltration and experimental fibrosis. Arthritis Rheum 62(11):3467-3476.

 

30.Palumbo-Zerr K, et al. (2012) Inactivation of fatty acid amide hydrolase exacerbates experimental fibrosis by enhanced endocannabinoid-mediated activation of CB1. Ann Rheum Dis 71(12):2051-2054.

 

31.Silvestri C et al. (2013) The endocannabinoid system in energy homeostasis and the etiopathology of metabolic disorders. Cell Metab 17(4):475-490.

 

32.Jeong WI, et al. (2008) Paracrine activation of hepatic CB1 receptors by stellate cell-derived endocannabinoids mediates alcoholic fatty liver. Cell Metab 7(3):227-235.

 

33.Hezode C, et al. (2005) Daily cannabis smoking as a risk factor for progression of fibrosis in chronic hepatitis C. Hepatology 42(1) 63-71.

 

34.Despres JP et al.(2005) Effects of rimonabant on metabolic risk factors in overweight patients with dyslipidemia. N Engl J Med 353(20):2121-2134.

 

35.Tam J, et al. (2012) Peripheral cannabinoid-1 receptor inverse agonism reduces obesity by reversing leptin resistance. Cell Metab 16(2):167-179.

 

36.Cinar R, et al. (2014) Hepatic cannabinoid-1 receptors mediate diet-induced insulin resistance by increasing de novo synthesis of long-chain ceramides. Hepatology 59(1):143-153.

 

37.Tam J, et al. (2010) Peripheral CB1 cannabinoid receptor blockade improves cardiometabolic risk in mouse models of obesity. J Clin Invest 120(8):2953-2966.

 

38.Kunos G, Iyer MR, Cinar R, & Rice KC (2014) WO 2014/078309 A1.

 

39Cinar R et al. Dual-targeting on peripheral CB1R and iNOS for inhibition provides effective anti-fibrotic therapy in IPF. In preparation

 

40.Tsujino K & Sheppard D (2016) Critical Appraisal of the Utility and Limitations of Animal Models of Scleroderma. Curr Rheumatol Rep 18(1):4.

 

41.Liang M. et al. (2015) A modified murine model of systemic sclerosis: bleomycin given by pump infusion induced skin and pulmonary inflammation and fibrosis. Lab Invest 95(3):342-350.

 

42.Morin F, Kavian N, & Batteux F (2015) Animal models of systemic sclerosis. Curr Pharm Des 21(18):2365-2379.

 

43.Jourdan T, et al. (2014) Overactive cannabinoid 1 receptor in podocytes drives type 2 diabetic nephropathy. Proc Natl Acad Sci U S A.

 

2)The Parties agree to modify Appendix B to modify the funding contribution of the Collaborator to the Agreement. Accordingly, the “Funding Contribution” disclosed in Appendix B of the Agreement is hereby amended to read as follows:

 

Funding Contribution

 

Collaborator agrees to provide funds in the amount of one hundred-eleven thousand, seven hundred and forty (USD $111,740.00) dollars for year two of the CRADA, for the IC to use to acquire technical, statistical, and administrative support for the research activities, as well as to pay for supplies and travel expenses.

 

Collaborator will provide the funds indicated in paragraph above, in two equal payments of fifty-five thousand, eight hundred and seventy (USD $55,870.00) dollars each. The first payment will be provided to the IC within three (3) business days of the Amendment No. 2 Effective Date, and the second payment will be provided to the IC within six (6) months of the Amendment No. 2 Effective Date.

 

NIAAA-Vital Spark, Inc. Standard CRADA 
Amendment No. 2Page 7 of 9
 
 National Institute
on Alcohol Abuse
and Alcoholism

 

As of the Amendment No. 2 Effective Date, Collaborator has paid the amount of one-hundred-thirty thousand (USD $130,000.00) dollars for year one of the CRADA. For the term of the CRADA, the total funds to be provided by Collaborator will be two hundred-forty-one thousand, seven-hundred and forty (USD $241,740.00) dollars.

 

The Collaborator agrees that the IC can allocate the funding between the various categories in support of the CRADA research as the IC sees fit.

 

CRADA Payments:

 

Collaborator will make checks payable to the National Institute on Alcohol Abuse and Alcoholism, will reference the CRADA number and title on each check, and will send them via trackable mail or courier to:

 

Judit O’Connor

National Institute on Alcohol Abuse and Alcoholism

5635 Fishers Lane, Room 3011

Bethesda, MD 20892-9304

 

CRADA Travel Payments:

 

Travel arrangements for all Government staff will be made in accordance with the Federal Travel Rules and Regulations, whether arranged by IC and funded using either appropriated funds or CRADA funds, or arranged and funded directly by Collaborator.

 

3)Except as amended herein, all of the terms and conditions of the Agreement and Amendment No. 1 will remain in full force and effect, and all defined terms of the Agreement and Amendment No. 1 will have the same meaning in this Amendment No. 2, as defined in those instruments.

 

4)This Amendment No. 2 shall be construed in accordance with the laws of the United States, as interpreted and applied by the Federal courts in the District of Columbia.

 

5)This Amendment No. 2 may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. A facsimile, scanned electronic signature, or certified electronic signature shall be as effective as an original signature.

 

SIGNATURES BEGIN ON THE NEXT PAGE

 

NIAAA-Vital Spark, Inc. Standard CRADA 
Amendment No. 2Page 8 of 9
 
 National Institute
on Alcohol Abuse
and Alcoholism

 

For the National Institute On Alcohol Abuse And Alcoholism

 

Signed by: /s/ George F. Koob  
  George F. Koob, Ph.D.  
  Director,  
  National Institute on Alcohol Abuse and Alcoholism (NIAAA)  
     
Date: 5-6-19  

 

Mailing Address for Notices:

 

National Institute on Alcohol Abuse and Alcoholism (NIAAA)

Attn: Technology Development Coordinator

National Institutes of Health

5635 Fishers Lane Room 2038

Bethesda, MD 20892

 

For Vital Spark, Inc.

 

Signed by: /s/ Morris Laster, MD  
  Morris Laster, M.D.  
  Chief Executive Officer  
  Vital Spark, Inc.  
     
Date: May 6, 2019  

 

Mailing Address for Notices:

 

Vital Spark, Inc.

420 Lexington Avenue, Suite 300

New York, New York 10170

 

NIAAA-Vital Spark, Inc. Standard CRADA 
Amendment No. 2Page 9 of 9

 

EX-10.5 6 tv523189_ex10-5.htm EXHIBIT 10.5

 

Exhibit 10.5

 

  REDACTED
  *Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.*

 

PUBLIC HEALTH SERVICE

 

PATENT LICENSE AGREEMENT – EXCLUSIVE

 

This Agreement is based on the model Patent License Exclusive Agreement adopted by the U.S. Public Health Service (“PHS”) Technology Transfer Policy Board for use by components of the National Institutes of Health (“NIH”), the Centers for Disease Control and Prevention (“CDC”), and the Food and Drug Administration (“FDA”), which are agencies of the PHS within the Department of Health and Human Services (“HHS”).

 

This Cover Page identifies the Parties to this Agreement:

 

The U.S. Department of Health and Human Services, as represented by

 

The National Institute on Alcohol Abuse and Alcoholism (hereinafter referred to as the “NIAAA”) and

 

The National Institute on Drug Abuse (hereinafter referred to as the “NIDA”)

 

(hereinafter referred to as the “IC”) of the

 

National Institutes of Health (hereinafter referred to as the “NIH”)

 

and

 

Vital Spark, Inc.,

 

hereinafter referred to as the “Licensee”,

 

having offices at 11 Reuven Shari, Jerusalem, Israel

 

created and operating under the laws of Delaware, USA

 

Tax ID No.: 32-0462348

 

 

 

 

For the IC internal use only:

 

License Number:

 

License Application Number:A-034-2016

 

Serial Number(s) of Licensed Patent(s) or Patent Application(s):

 

E-140-2014/0 Patent Family

Entitled, “Cannabinoid Receptor Mediating Compounds”

Inventors: George Kunos (NIAAA), Malliga R. Iyer (NIAAA), Resat Cinar (NIAAA), and Kenner C. Rice (NIDA), including PCT Application No. PCT/US2015/029946, filed on May 08, 2015, claiming priority to US Provisional Application No. 61/991,333 filed on May 09, 2014, and corresponding US, AU, CA, EP, CN, IN and JP filings

 

E-282-2012/0 Patent Family

Entitled, “Cannabinoid Receptor Mediating Compounds”

Inventors: George Kunos (NIAAA), Malliga R. Iyer (NIAAA), Resat Cinar (NIAAA), and Kenner C. Rice (NIDA) including PCT Application No. PCT/US2013/069686, filed on November 12, 2013, claiming priority to U.S. Provisional Patent Application No. 61/725,949 filed on November 13, 2012, and corresponding US, CA, EP, CN, IN and JP filing

 

E-282-2012/1 Patent Family

Entitled, “Cannabinoid Receptor Mediating Compounds”

Inventors: George Kunos (NIAAA), Malliga R. Iyer (NIAAA), Resat Cinar (NIAAA), and Kenner C. Rice (NIDA) including PCT Application No. PCT/US2016/035291, filed on June 01, 2016, claiming priority to US Provisional Application No. 62/171, 179 filed on June 04, 2015

 

Cooperative Research and Development Agreement (CRADA) Number (if a subject invention):N/A

 

Additional Remarks: CRADA01638 is pending negotiation between the NIAAA and Licensee.

 

Public Benefit(s):Commercial development of the CB1/iNOS series of compounds will benefit public health by providing a new therapeutic to treat systemic sclerosis and scleroderma and other skin fibrotic diseases in humans.

 

This Patent License Agreement, hereinafter referred to as the Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options).

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 2 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

The IC and the Licensee agree as follows:

 

1.BACKGROUND

 

1.1In the course of conducting biomedical and behavioral research, the IC investigators made inventions that may have commercial applicability.

 

1.2By assignment of rights from IC employees and other inventors, HHS, on behalf of the Government, owns intellectual property rights claimed in any United States or foreign patent applications or patents corresponding to the assigned inventions. HHS also owns any tangible embodiments of these inventions actually reduced to practice by the IC.

 

1.3The Secretary of HHS has delegated to the IC the authority to enter into this Agreement for the licensing of rights to these inventions.

 

1.4The IC desires to transfer these inventions to the private sector through commercialization licenses to facilitate the commercial development of products and processes for public use and benefit.

 

1.5The Licensee desires to acquire commercialization rights to certain of these inventions in order to develop processes, methods, or marketable products for public use and benefit.

 

2.DEFINITIONS

 

2.1Affiliate(s)means a corporation or other business entity, which directly or indirectly is controlled by or controls, or is under common control with the Licensee. For this purpose, the term “control” shall mean ownership of more than fifty percent (50%) of the voting stock or other ownership interest of the corporation or other business entity, or the power to elect or appoint more than fifty percent (50%) of the members of the governing body of the corporation or other business entity.

 

2.2Benchmarksmean the performance milestones that are set forth in Appendix D.

 

2.3Commercial Development Planmeans the written commercialization plan attached as Appendix E.

 

2.4CRADAmeans a Cooperative Research and Development Agreement.

 

2.5FDA means the Food and Drug Administration.

 

2.6First Commercial Salemeans the initial transfer by or on behalf of the Licensee or its sublicensees of the Licensed Products or the initial practice of a Licensed Process by or on behalf of the Licensee or its sublicensees in exchange for cash or some equivalent to which value can be assigned for the purpose of determining Net Sales.

 

2.7Governmentmeans the Government of the United States of America.

 

2.8Licensed Fields of Usemeans the fields of use identified in Appendix B.

 

2.9Licensed Patent Rightsshall mean:

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 3 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

(a)Patent applications (including provisional patent applications and PCT patent applications) or patents listed in Appendix A, all divisions and continuations of these applications, all patents issuing from these applications, divisions, and continuations, and any reissues, reexaminations, and extensions of these patents;

 

(b)to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a):

 

(i)continuations-in-part of 2.9(a);

 

(ii)all divisions and continuations of these continuations-in-part;

 

(iii)all patents issuing from these continuations-in-part, divisions, and continuations;

 

(iv)priority patent application(s) of 2.9(a); and

 

(v)any reissues, reexaminations, and extensions of these patents;

 

(c)to the extent that the following contain one or more claims directed to the invention or inventions disclosed in 2.9(a): all counterpart foreign and U.S. patent applications and patents to 2.9(a) and 2.9(b), including those listed in Appendix A; and

 

(d)Licensed Patent Rights shall not include 2.9(b) or 2.9(c) to the extent that they contain one or more claims directed to new matter which is not the subject matter disclosed in 2.9(a).

 

2.10Licensed Processesmeans processes which, in the course of being practiced, would be within the scope of one or more claims of the Licensed Patent Rights that have not been held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

 

2.11Licensed Productsmeans tangible materials which, in the course of manufacture, use, sale, or importation, would be within the scope of one or more claims of the Licensed Patent Rights that have not been held unpatentable, invalid or unenforceable by an unappealed or unappealable judgment of a court of competent jurisdiction.

 

2.12Licensed Territorymeans the geographical area identified in Appendix B.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 4 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

2.13Net Salesmeans the total gross receipts for sales of Licensed Products or practice of Licensed Processes by or on behalf of the Licensee or its sublicensees, and from leasing, renting, or otherwise making the Licensed Products available to others without sale or other dispositions, whether invoiced or not, less returns and allowances, distribution cost, packing costs, insurance costs, freight out, taxes or excise duties imposed on the transaction (if separately invoiced), and wholesaler and cash discounts in amounts customary in the trade to the extent actually granted. No deductions shall be made for commissions paid to individuals, whether they are with independent sales agencies or regularly employed by the Licensee, or sublicensees, and on its payroll, or for the cost of collections. Net Sales shall specifically exclude consideration received from the transfer of Licensed Products if the transfer is: (a) as promotional samples, and (b) as donations (for example, to non-profit institutions, international donor agencies, non-governmental organizations (NGOs), charitable organizations or government agencies for non-commercial purposes).

 

2.14Practical Applicationmeans to manufacture in the case of a composition or product, to practice in the case of a process or method, or to operate in the case of a machine or system; and in each case, under these conditions as to establish that the invention is being utilized and that its benefits are to the extent permitted by law or Government regulations available to the public on reasonable terms.

 

2.15Research Licensemeans a nontransferable, nonexclusive license to make and to use the Licensed Products or the Licensed Processes as defined by the Licensed Patent Rights for purposes of research and not for purposes of commercial manufacture or distribution or in lieu of purchase.

 

2.16Third Party Applicantmeans any non-Licensee applicant from whom IC receives a license application for Licensed Patent Rights in the Licensed Fields of Use.

 

3.GRANT OF RIGHTS

 

3.1The IC hereby grants and the Licensee accepts, subject to the terms and conditions of this Agreement, an exclusive license under the Licensed Patent Rights in the Licensed Territory to make and have made, to use and have used, to sell and have sold, to offer to sell, and to import and export any Licensed Products in the Licensed Fields of Use and to practice and have practiced any Licensed Process(es) in the Licensed Fields of Use.

 

3.2This Agreement confers no license or rights by implication, estoppel, or otherwise under any patent applications or patents of the IC other than the Licensed Patent Rights regardless of whether these patents are dominant or subordinate to the Licensed Patent Rights.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 5 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

3.3If IC receives an acceptable written license application from a Third Party Applicant for commercial development of Licensed Products or Licensed Processes, as they pertain to Licensed Patent Rights which is included in the scope of the Licensed Field of Use under this Agreement and for which the proposed commercial development is not specifically addressed in Licensee's then-current Commercial Development Plan, IC shall notify Licensee, in writing, of the existence of the Third Party Applicant's license application, identifying the scientific, clinical or technical basis for its belief that such commercial development should occur. Upon receipt of such written notice, Licensee shall have the right within ninety (90) days to amend its Commercial Development Plan in a manner acceptable to IC including revised Benchmarks to be incorporated into Appendix D. Acceptance of said amendment to said Commercial Development Plan by IC shall take into account Licensee's ongoing efforts and normal drug development standards for obtaining FDA approval for multiple indication prophylactic and therapeutic products. If Licensee does not amend its Commercial Development Plan in a manner acceptable to IC to include a clinical research and development program for the proposed commercial development of said Licensed Products or Licensed Processes of such third party including revised Benchmarks to be incorporated into Appendix D; IC shall remove said Licensed Products or Licensed Processes from Licensed Fields of Use, and IC shall be free to license said Licensed Products or Licensed Processes to said third party.

 

4.SUBLICENSING

 

4.1Upon written approval, which shall include prior review of any sublicense agreement by the IC and which shall not be unreasonably withheld, the Licensee may enter into sublicensing agreements under the Licensed Patent Rights. IC shall provide its response within thirty (30) days as of the written request made by the Licensee. A lack of response from the IC within thirty (30) days of receipt of said written request by the IC shall be deemed an approval by the IC.

 

4.2The Licensee agrees that any sublicenses granted by it shall provide that the obligations to the IC of Paragraphs 5.1-5.4, 8.1, 10.1, 10.2, 12.5, and 13.8-13.10 of this Agreement shall be binding upon the sublicensee as if it were a party to this Agreement. The Licensee further agrees to attach copies of these Paragraphs to all sublicense agreements.

 

4.3Any sublicenses granted by the Licensee shall provide for the termination of the sublicense, or the conversion to a license directly between the sublicensees and the IC, at the option of the sublicensee, upon termination of this Agreement under Article 13. This conversion is subject to the IC approval and contingent upon acceptance by the sublicensee of the remaining provisions of this Agreement.

 

4.4The Licensee agrees to forward to the IC a complete copy of each fully executed sublicense agreement postmarked within thirty (30) days of the execution of the agreement. To the extent permitted by law, the IC agrees to maintain each sublicense agreement in confidence.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 6 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

5.STATUTORY AND NIH REQUIREMENTS AND RESERVED GOVERNMENT RIGHTS

 

5.1(a)          The IC reserves on behalf of the Government an irrevocable, nonexclusive, nontransferable, royalty-free license for the practice of all inventions licensed           under the Licensed Patent Rights throughout the world by or on behalf of the            Government and on behalf of any foreign government or international organization pursuant to any existing or future treaty or agreement to which the Government is a signatory. Prior to the First Commercial Sale, the Licensee agrees to provide the IC with commercially reasonable quantities of the Licensed Products or materials made through the Licensed           Processes for IC research use; and

 

(b)          in the event that the Licensed Patent Rights are Subject Inventions made under CRADA the Licensee grants to the Government, pursuant to 15 U.S.C. §3710a(b)(1)(A), a nonexclusive, nontransferable, irrevocable, paid-up license to practice the Licensed Patent Rights or have the Licensed Patent Rights practiced throughout the world by or on behalf of the Government. In the exercise of this license, the Government shall not publicly disclose trade secrets or commercial or financial information that is privileged or confidential within the meaning of 5 U.S.C. §552(b)(4) or which would be considered as such if it had been obtained from a non-Federal party. Prior to the First Commercial Sale, the Licensee agrees to provide the IC with commercially reasonable quantities of the Licensed Products or materials made through the Licensed Processes for IC research use.

 

5.2The Licensee agrees that products used or sold in the United States embodying the Licensed Products or produced through use of the Licensed Processes shall be manufactured substantially in the United States, unless a written waiver is obtained in advance from the IC.

 

5.3The Licensee acknowledges that the IC may enter into future CRADAs under the Federal Technology Transfer Act of 1986 that relate to the subject matter of this Agreement. The Licensee agrees not to unreasonably deny requests for a Research License from future collaborators with the IC when acquiring these rights is necessary in order to make a CRADA project feasible, provided that, with respect to such Research License, Licensee shall not be required to disclosed any of its confidential information and trade secrets. The Licensee may request an opportunity to join as a party to the proposed CRADA.

 

5.4

 

(a)In addition to the reserved license of Paragraph 5.1, the IC reserves the right to grant Research Licenses directly or to require the Licensee to grant Research Licenses on reasonable terms, provided however that Licensee shall not be required to disclose any confidential information and trade secrets.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 7 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

(b)The purpose of these Research Licenses is to encourage basic research, whether conducted at an academic or corporate facility. In order to safeguard the Licensed Patent Rights, however, the IC shall consult with the Licensee before granting to commercial entities a Research License or providing to them research samples of materials made through the Licensed Processes; and

 

(c)in exceptional circumstances, and in the event that the Licensed Patent Rights are Subject Inventions made under a CRADA, the Government, pursuant to 15 U.S.C. §3710a(b)(1)(B), retains the right to require the Licensee to grant to a responsible applicant a nonexclusive, partially exclusive, or exclusive sublicense to use the Licensed Patent Rights in the Licensed Field of Use on terms that are reasonable under the circumstances, or if the Licensee fails to grant this license, the Government retains the right to grant the license itself. The exercise of these rights by the Government shall only be in exceptional circumstances and only if the Government determines:

 

(i)the action is necessary to meet health or safety needs that are not reasonably satisfied by the Licensee;

 

(ii)the action is necessary to meet requirements for public use specified by Federal regulations, and these requirements are not reasonably satisfied by the Licensee; or

 

(iii)the Licensee has failed to comply with an agreement containing provisions described in 15 U.S.C. §3710a(c)(4)(B); and

 

(d)the determination made by the Government under this Paragraph 5.4 is subject to administrative appeal and judicial review under 35 U.S.C. §203(b).

 

6.ROYALTIES AND REIMBURSEMENT

 

6.1The Licensee agrees to pay the IC a noncreditable, nonrefundable license issue royalty as set forth in Appendix C.

 

6.2The Licensee agrees to pay the IC a nonrefundable minimum annual royalty as set forth in Appendix C.

 

6.3The Licensee agrees to pay the IC earned royalties as set forth in Appendix C.

 

6.4The Licensee agrees to pay the IC benchmark royalties as set forth in Appendix C.

 

6.5The Licensee agrees to pay the IC sublicensing royalties as set forth in Appendix C.

 

6.6A patent or patent application licensed under this Agreement shall cease to fall within the Licensed Patent Rights for the purpose of computing earned royalty payments in any given country on the earliest of the dates that:

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 8 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

(a)the application has been abandoned and not continued;

 

(b)the patent expires or irrevocably lapses, or

 

(c)the patent has been held to be invalid or unenforceable by an unappealed or unappealable decision of a court of competent jurisdiction or administrative agency.

 

6.7No multiple royalties shall be payable because any Licensed Products or Licensed Processes are covered by more than one of the Licensed Patent Rights.

 

6.8On sales of the Licensed Products by the Licensee to sublicensees or on sales made in other than an arms-length transaction, the value of the Net Sales attributed under this Article 6 to this transaction shall be that which would have been received in an arms-length transaction, based on sales of like quantity and quality products on or about the time of this transaction.

 

6.9With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC prior to the effective date of this Agreement, the Licensee shall pay the IC, as an additional royalty, within sixty (60) days of the IC’s submission of a statement and request for payment to the Licensee, an amount equivalent to these unreimbursed expenses previously paid by the IC. When other-exclusive-licenses are granted to the Licensed Patent Rights, the Licensee will only be liable to pay its respective share resulting from such unreimbursed expenses being equally divided.

 

6.10With regard to unreimbursed expenses associated with the preparation, filing, prosecution, and maintenance of all patent applications and patents included within the Licensed Patent Rights and paid by the IC on or after the effective date of this Agreement, the IC, at its sole option, may require the Licensee to pay the IC on an annual basis, within sixty (60) days of the IC’s submission of a statement and request for payment, a royalty amount equivalent to these unreimbursed expenses paid during the previous calendar year(s). IC shall have the right to require Licensee

 

(a)to pay these unreimbursed expenses directly to the law firm employed by the IC to handle these functions, however, in this event, the IC and not the Licensee shall be the client of the law firm; or

 

(b)in limited circumstances, the Licensee may be given the right to assume responsibility for the preparation, filing, prosecution, or maintenance of any patent application or patent included with the Licensed Patent Rights. In that event, the Licensee shall directly pay the attorneys or agents engaged to prepare, file, prosecute, or maintain these patent applications or patents and shall provide the IC with copies of each invoice associated with these services as well as documentation that these invoices have been paid.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 9 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

6.11The IC agrees, upon written request, to provide the Licensee with summaries of patent prosecution invoices for which the IC has requested payment from the Licensee under Paragraphs 6.9 and 6.10. The Licensee agrees that all information provided by the IC related to patent prosecution costs shall be treated as confidential commercial information and shall not be released to a third party except as required by law or a court of competent jurisdiction.

 

6.12The Licensee may elect to surrender its rights in any country of the Licensed Territory under any of the Licensed Patent Rights upon ninety (90) days written notice to the IC and owe no payment obligation under Paragraph 6.10 for patent-related expenses paid in that country after ninety (90) days of the effective date of the written notice.

 

7.PATENT FILING, PROSECUTION, AND MAINTENANCE

 

7.1Except as otherwise provided in this Article 7, the IC agrees to take responsibility for, but to consult with, the Licensee in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall furnish copies of relevant patent-related documents to the Licensee.

 

7.2Upon the IC’s written request, the Licensee shall assume the responsibility for the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall, on an ongoing basis, promptly furnish copies of all patent-related documents to the IC. In this event, the Licensee shall, subject to the prior approval of the IC, select registered patent attorneys or patent agents to provide these services on behalf of the Licensee and the IC. The IC shall provide appropriate powers of attorney and other documents necessary to undertake this action to the patent attorneys or patent agents providing these services. The Licensee and its attorneys or agents shall consult with the IC in all aspects of the preparation, filing, prosecution and maintenance of patent applications and patents included within the Licensed Patent Rights and shall provide the IC sufficient opportunity to comment on any document that the Licensee intends to file or to cause to be filed with the relevant intellectual property or patent office.

 

7.3At any time, the IC may provide the Licensee with written notice that the IC wishes to assume control of the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights. If the IC elects to reassume these responsibilities, the Licensee agrees to cooperate fully with the IC, its attorneys, and agents in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and to provide the IC with complete copies of any and all documents or other materials that the IC deems necessary to undertake such responsibilities. The Licensee shall be responsible for all costs associated with transferring patent prosecution responsibilities to an attorney or agent of the IC’s choice.

 

7.4Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution, or maintenance of the Licensed Patent Rights and permit each other to provide comments and suggestions with respect to the preparation, filing, prosecution, and maintenance of the Licensed Patent Rights, which comments and suggestions shall be considered by the other party in good faith.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 10 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

8.RECORD KEEPING

 

8.1The Licensee agrees to keep accurate and correct records of the Licensed Products made, used, sold, or imported and the Licensed Processes practiced under this Agreement appropriate to determine the amount of royalties due the IC. These records shall be retained for at least five (5) years following a given reporting period and shall be available, subject to a reasonable prior notice to the Licensee, during normal business hours for inspection, at the expense of the IC, by an accountant or other designated auditor selected by the IC for the sole purpose of verifying reports and royalty payments hereunder. The accountant or auditor shall only disclose to the IC information relating to the accuracy of reports and royalty payments made under this Agreement. If an inspection shows an underreporting or underpayment in excess of five percent (5%) for any twelve (12) month period, then the Licensee shall reimburse the IC for the cost of the inspection at the time the Licensee pays the unreported royalties, including any additional royalties as required by Paragraph 9.8. All royalty payments required under this Paragraph shall be due within sixty (60) days of the date the IC provides to the Licensee notice of the payment due.

 

9.REPORTS ON PROGRESS, BENCHMARKS, SALES, AND PAYMENTS

 

9.1Prior to signing this Agreement, the Licensee has provided the IC with the Commercial Development Plan in Appendix E, under which the Licensee intends to bring the subject matter of the Licensed Patent Rights to the point of Practical Application. This Commercial Development Plan is hereby incorporated by reference into this Agreement. Based on this plan, performance Benchmarks are determined as specified in Appendix D.

 

9.2The Licensee shall provide written annual reports on its product development progress or efforts to commercialize under the Commercial Development Plan for each of the Licensed Fields of Use within sixty (60) days after December 31 of each calendar year. These progress reports shall include, but not be limited to: progress on research and development, status of applications for regulatory approvals, manufacture and status of sublicensing, marketing, importing, and sales during the preceding calendar year, as well as, plans for the present calendar year. The IC also encourages these reports to include information on any of the Licensee's public service activities that relate to the Licensed Patent Rights. If reported progress differs from that projected in the Commercial Development Plan and Benchmarks, the Licensee shall explain the reasons for these differences. In the annual report, the Licensee may propose amendments to the Commercial Development Plan, acceptance of which by the IC may not be denied unreasonably. The Licensee agrees to provide any additional information reasonably required by the IC to evaluate the Licensee's performance under this Agreement. The Licensee may amend the Benchmarks at any time upon written approval by the IC. The IC shall not unreasonably withhold approval of any request of the Licensee to extend the time periods of this schedule if the request is supported by a reasonable showing by the Licensee of diligence in its performance under the Commercial Development Plan and toward bringing the Licensed Products to the point of Practical Application as defined in 37 C.F.R. §404.3(d). The Licensee shall amend the Commercial Development Plan and Benchmarks at the request of the IC to address any Licensed Fields of Use not specifically addressed in the plan originally submitted.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 11 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

9.3The Licensee shall report to the IC the dates for achieving Benchmarks specified in Appendix D and the First Commercial Sale in each country in the Licensed Territory within thirty (30) days of such occurrences.

 

9.4The Licensee shall submit to the IC, within sixty (60) days after each calendar half-year ending June 30 and December 31, a royalty report, as described in the example in Appendix F, setting forth for the preceding half-year period the amount of the Licensed Products sold or Licensed Processes practiced by or on behalf of the Licensee in each country within the Licensed Territory, the Net Sales, and the amount of royalty accordingly due. With each royalty report, the Licensee shall submit payment of earned royalties due. If no earned royalties are due to the IC for any reporting period, the written report shall so state. The royalty report shall be certified as correct by an authorized officer of the Licensee and shall include a detailed listing of all deductions made under Paragraph 2.13 to determine Net Sales made under Article 6 to determine royalties due. The royalty report shall also identify the site of manufacture for the Licensed Product(s) sold in the United States.

 

9.5The Licensee agrees to forward semi-annually to the IC a copy of these reports received by the Licensee from its sublicensees during the preceding half-year period as shall be pertinent to a royalty accounting to the IC by the Licensee for activities under the sublicense.

 

9.6Royalties due under Article 6 shall be paid in U.S. dollars and payment options are listed in Appendix G. For conversion of foreign currency to U.S. dollars, the conversion rate shall be the New York foreign exchange rate quoted in The Wall Street Journal on the day that the payment is due. Any loss of exchange, value, taxes, or other expenses incurred in the transfer or conversion to U.S. dollars shall be paid entirely by the Licensee. The royalty report required by Paragraph 9.4 shall be mailed to the IC at its address for Agreement Notices indicated on the Signature Page.

 

9.7The Licensee shall be solely responsible for determining if any tax on royalty income is owed outside the United States and shall pay the tax and be responsible for all filings with appropriate agencies of foreign governments.

 

9.8Additional royalties may be assessed by the IC on any payment that is more than ninety (90) days overdue at the rate of one percent (1%) per month. This one percent (1%) per month rate may be applied retroactively from the original due date until the date of receipt by the IC of the overdue payment and additional royalties. The payment of any additional royalties shall not prevent the IC from exercising any other rights it may have as a consequence of the lateness of any payment.

 

9.9All plans and reports required by this Article 9 and marked “confidential” by the Licensee shall, to the extent permitted by law, be treated by the IC as commercial and financial information obtained from a person and as privileged and confidential, and any proposed disclosure of these records by the IC under the Freedom of Information Act (FOIA), 5 U.S.C. §552 shall be subject to the predisclosure notification requirements of 45 C.F.R. §5.65(d).

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 12 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

10.PERFORMANCE

 

10.1The Licensee shall use its reasonable commercial efforts to bring the Licensed Products and the Licensed Processes to Practical Application. “Reasonable commercial efforts” for the purposes of this provision shall include adherence to the Commercial Development Plan in Appendix E and performance of the Benchmarks in Appendix D. The efforts of a sublicensee shall be considered the efforts of the Licensee.

 

10.2Upon the First Commercial Sale, until the expiration or termination of this Agreement, the Licensee shall use its reasonable commercial efforts to make the Licensed Products and the Licensed Processes reasonably accessible to the United States public.

 

10.3The Licensee agrees, after its First Commercial Sale and to the extent commercially reasonable, to make reasonable quantities of the Licensed Products or materials produced through the use of the Licensed Processes available to patient assistance programs. The IC agrees that such a commitment by Licensee shall not create an undue commercial burden upon Licensee, i.e., delay and/or materially affect the commercial development of the Licensed Product(s) or Licensed Process(es). Licensee will not be required to pay any earned royalty under Paragraph 6.3 of this Agreement with respect to any Licensed Products or materials used in Licensed Processes that are made available pursuant to this Paragraph 10.3.

 

10.4The Licensee agrees, after its First Commercial Sale and as part of its marketing and product promotion, to develop educational materials (e.g., brochures, website, etc.) directed to patients and physicians detailing the Licensed Products or medical aspects of the prophylactic and therapeutic uses of the Licensed Products.

 

10.5The Licensee agrees to supply, to the Mailing Address for Agreement Notices indicated on the Signature Page, the Office of Technology Transfer, NIH with inert samples of the Licensed Products or the Licensed Processes or their packaging for educational and display purposes only.

 

11.INFRINGEMENT AND PATENT ENFORCEMENT

 

11.1The IC and the Licensee agree to notify each other promptly of each infringement or possible infringement of the Licensed Patent Rights, as well as, any facts which may affect the validity, scope, or enforceability of the Licensed Patent Rights of which either party becomes aware.

 

11.2Pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29, the Licensee may:

 

(a)bring suit in its own name, at its own expense, and on its own behalf for infringement of presumably valid claims in the Licensed Patent Rights;

 

(b)in any suit, enjoin infringement and collect for its use, damages, profits, and awards of whatever nature recoverable for the infringement; or

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

  

Model 10-2015       Page 13 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

(c)settle any claim or suit for infringement made by Licensee of the Licensed Patent Rights provided, however, that the IC and appropriate Government authorities shall have the first right to take such actions at their own expense; and

 

(d)if the Licensee desires to initiate a suit for patent infringement, the Licensee shall notify the IC in writing. If the IC does not notify the Licensee of its intent to pursue legal action within ninety (90) days, the Licensee shall be free to initiate suit. The IC shall have a continuing right to intervene in the suit. The Licensee shall take no action to compel the Government either to initiate or to join in any suit for patent infringement. The Licensee may request the Government to initiate or join in any suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any suit in case the Licensee requested Government to join, the Licensee shall reimburse the Government for any costs, expenses, or fees which the Government incurs as a result of the motion or other action, including all costs incurred by the Government in opposing the motion or other action. In all cases, the Licensee agrees to keep the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify the IC and give careful consideration to the views of the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit.

 

11.3In the event that a declaratory judgment action alleging invalidity or non-infringement of any of the Licensed Patent Rights shall be brought against the Licensee or raised by way of counterclaim or affirmative defense in an infringement suit brought by the Licensee under Paragraph 11.2, pursuant to this Agreement and the provisions of 35 U.S.C. Chapter 29 or other statutes, the Licensee may:

 

(a)defend the suit in its own name, at its own expense, and on its own behalf for presumably valid claims in the Licensed Patent Rights;

 

(b)in any suit, ultimately to enjoin infringement and to collect for its use, damages, profits, and awards of whatever nature recoverable for the infringement; and

 

(c)settle any claim or suit for declaratory judgment involving the Licensed Patent Rights-provided, however, that the IC and appropriate Government authorities shall have the first right to take these actions and shall have a continuing right to intervene in the suit at their own expense; and

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

  

Model 10-2015       Page 14 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

(d)if the IC does not notify the Licensee of its intent to respond to the legal action within a reasonable time, the Licensee shall be free to do so. The Licensee shall take no action to compel the Government either to initiate or to join in any declaratory judgment action. The Licensee may request the Government to initiate or to join any suit if necessary to avoid dismissal of the suit. Should the Government be made a party to any suit by motion or any other action of the Licensee, the Licensee shall reimburse the Government for any costs, expenses, or fees, which the Government incurs as a result of the motion or other action. If the Licensee elects not to defend against the declaratory judgment action, the IC, at its option, may do so at its own expense. In all cases, the Licensee agrees to keep the IC reasonably apprised of the status and progress of any litigation. Before the Licensee commences an infringement action, the Licensee shall notify the IC and give careful consideration to the views of the IC and to any potential effects of the litigation on the public health in deciding whether to bring suit.

 

11.4In any action under Paragraphs 11.2 or 11.3 the expenses including costs, fees, attorney fees, and disbursements, shall be paid by the Licensee. The value of any recovery actually received by the Licensee through court judgment or settlement (less attorney’s fees, expenses, taxes and other deductions) shall be treated as Net Sales and subject to earned royalties.

 

11.5The IC shall cooperate fully with the Licensee in connection with any action under Paragraphs 11.2 or 11.3. The IC agrees promptly to provide access to all necessary documents and to render reasonable assistance in response to a request by the Licensee.

 

12.NEGATION OF WARRANTIES AND INDEMNIFICATION

 

12.1The IC offers no warranties other than those specified in Article 1.

 

12.2The IC does not warrant the validity of the Licensed Patent Rights and makes no representations whatsoever with regard to the scope of the Licensed Patent Rights, or that the Licensed Patent Rights may be exploited without infringing other patents or other intellectual property rights of third parties.

 

12.3THE IC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SUBJECT MATTER DEFINED BY THE CLAIMS OF THE LICENSED PATENT RIGHTS OR TANGIBLE MATERIALS RELATED THERETO.

 

12.4The IC does not represent that it shall commence legal actions against third parties infringing the Licensed Patent Rights.

 

12.5The Licensee shall indemnify and hold the IC, its employees, students, fellows, agents, and consultants harmless from and against all liability, demands, damages, expenses, and losses, including but not limited to death, personal injury, illness, or property damage in connection with or arising out of a third party claim brought against the IC arising from:

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 15 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

(a)the use by or on behalf of the Licensee, its sublicensees, directors, employees, or third parties of any Licensed Patent Rights; or

 

(b)the design, manufacture, distribution, or use of any Licensed Products, Licensed Processes or materials by the Licensee, or other products or processes developed by Licensee in connection with or arising out of the Licensed Patent Rights.

 

12.6The Licensee agrees to maintain a liability insurance program consistent with sound business practice.

 

13.TERM, TERMINATION, AND MODIFICATION OF RIGHTS

 

13.1This Agreement is effective when signed by all parties, unless the provisions of Paragraph 14.16 are not fulfilled, and shall extend to the expiration of the last to expire of the Licensed Patent Rights unless sooner terminated as provided in this Article 13.

 

13.2In the event that the Licensee is in default in the performance of any material obligations under this Agreement, including but not limited to the obligations listed in Paragraph 13.5, IC shall give written notice to the Licensee and a ninety (90) day period to remedy the default. If the Licensee fails to take substantive steps to remedy the default to the IC’s satisfaction within such ninety (90) day period, the IC may terminate this Agreement by written notice and pursue outstanding royalties owed through procedures provided by the Federal Debt Collection Act.

 

13.3In the event that the Licensee becomes insolvent, files a petition in bankruptcy, has such a petition filed against it, determines to file a petition in bankruptcy, or receives notice of a third party's intention to file an involuntary petition in bankruptcy, the Licensee shall immediately notify the IC in writing.

 

13.4The Licensee shall have a unilateral right to terminate this Agreement or any licenses in any country or territory by giving the IC sixty (60) days written notice to that effect.

 

13.5The IC shall specifically have the right to terminate or modify, at its option, this Agreement, if the IC determines that the Licensee:

 

(a)is not executing the Commercial Development Plan submitted with its request for a license and the Licensee cannot otherwise demonstrate to the IC’s satisfaction that the Licensee has taken, or can be expected to take within a reasonable time, effective steps to achieve the Practical Application of the Licensed Products or the Licensed Processes;

 

(b)has not achieved the Benchmarks as may be modified under Paragraph 9.2;

 

(c)has willfully made a false statement of, or willfully omitted a material fact in the license application or in any report required by this Agreement;

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 16 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

(d)has committed a material breach of a covenant or agreement contained in this Agreement;

 

(e)is not keeping the Licensed Products or the Licensed Processes reasonably available to the public after commercial use commences;

 

(f)cannot reasonably satisfy unmet health and safety needs; or

 

(g)cannot reasonably justify a failure to comply with the domestic production requirement of Paragraph 5.2 unless waived.

 

13.6In making the determination referenced in Paragraph 13.5, the IC shall take into account the normal course of such commercial development programs conducted with sound and reasonable business practices and judgment and the annual reports submitted by the Licensee under Paragraph 9.2. Prior to invoking termination or modification of this Agreement under Paragraph 13.5, the IC shall give written notice to the Licensee providing the Licensee specific notice of, and a ninety (90) day opportunity to respond to, the IC’s concerns as to the items referenced in 13.5(a)-13.5(g). If the Licensee fails to alleviate the IC’s concerns as to the items referenced in 13.5(a)-13.5(g) or fails to initiate corrective action to the IC’s satisfaction, the IC may terminate this Agreement.

 

13.7When the public health and safety so require and after written notice to the Licensee providing the Licensee a sixty (60) day opportunity to respond, the IC shall have the right to require the Licensee to grant sublicenses to responsible applicants, on commercially reasonable terms, in any Licensed Fields of Use under the Licensed Patent Rights, unless the Licensee can reasonably demonstrate that the granting of the sublicense would not materially increase the availability to the public of the subject matter of the Licensed Patent Rights. The IC shall not require the granting of a sublicense unless the responsible applicant has first negotiated in good faith with the Licensee.

 

13.8The IC reserves the right according to 35 U.S.C. §209(d)(3) to terminate or modify this Agreement if it is determined that this action is necessary to meet the requirements for public use specified by federal regulations issued after the date of the license and these requirements are not reasonably satisfied by the Licensee.

 

13.9Within thirty (30) days of receipt of written notice of the IC’s unilateral decision to modify or terminate this Agreement, the Licensee may, consistent with the provisions of 37 C.F.R. §404.11, appeal the decision by written submission to the designated IC official or designee. The decision of the designated IC official or designee shall be the final agency decision. The Licensee may thereafter exercise any and all administrative or judicial remedies that may be accessible.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 17 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

13.10Within ninety (90) days of expiration or termination of this Agreement under this Article 13, a final report shall be submitted by the Licensee. Any royalty payments, including those incurred but not yet paid (such as the full minimum annual royalty), and those related to patent expenses, due to the IC shall become immediately due and payable upon termination or expiration. If terminated under this Article 13, sublicensees may elect to convert their sublicenses to direct licenses with the IC pursuant to Paragraph 4.3. Unless otherwise specifically provided for under this Agreement, upon termination or expiration of this Agreement, the Licensee shall return all Licensed Products or other materials included within the Licensed Patent Rights to the IC or provide the IC with certification of the destruction thereof. The Licensee may not be granted additional IC licenses if the final reporting requirement is not fulfilled.

 

14.GENERAL PROVISIONS

 

14.1Neither party may waive or release any of its rights or interests in this Agreement except in writing. The failure of the Government to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right by the Government or excuse a similar subsequent failure to perform any of these terms or conditions by the Licensee.

 

14.2This Agreement constitutes the entire agreement between the parties relating to the subject matter of the Licensed Patent Rights, the Licensed Products and the Licensed Processes, and all prior negotiations, representations, agreements, and understandings are merged into, extinguished by, and completely expressed by this Agreement.

 

14.3The provisions of this Agreement are severable, and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, this determination shall not in any way affect the validity or enforceability of the remaining provisions of this Agreement.

 

14.4If either party desires a modification to this Agreement, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of the modification. No modification shall be effective until a written amendment is signed by the signatories to this Agreement or their designees.

 

14.5The construction, validity, performance, and effect of this Agreement shall be governed by Federal law as applied by the Federal courts in the District of Columbia.

 

14.6All Agreement notices required or permitted by this Agreement shall be given by prepaid, first class, registered or certified mail or by an express/overnight delivery service provided by a commercial carrier, properly addressed to the other party at the address designated on the following Signature Page, or to another address as may be designated in writing by the other party. Agreement notices shall be considered timely if the notices are received on or before the established deadline date or sent on or before the deadline date as verifiable by U.S. Postal Service postmark or dated receipt from a commercial carrier. Parties should request a legibly dated U.S. Postal Service postmark or obtain a dated receipt from a commercial carrier or the U.S. Postal Service. Private metered postmarks shall not be acceptable as proof of timely mailing.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 18 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

14.7This Agreement shall not be assigned or otherwise transferred (including any transfer by legal process or by operation of law, and any transfer in bankruptcy or insolvency, or in any other compulsory procedure or order of court) except to the Licensee’s Affiliate(s) without the prior written consent of the IC. The parties agree that the identity of the parties is material to the formation of this Agreement and that the obligations under this Agreement are nondelegable.

 

14.8The Licensee agrees in its use of any IC-supplied materials to comply with all applicable statutes, regulations, and guidelines, including NIH and HHS regulations and guidelines. The Licensee agrees not to use the materials for research involving human subjects or clinical trials in the United States without complying with 21 C.F.R. Part 50 and 45 C.F.R. Part 46. The Licensee agrees not to use the materials for research involving human subjects or clinical trials outside of the United States without notifying the IC, in writing, of the research or trials and complying with the applicable regulations of the appropriate national control authorities. Written notification to the IC of research involving human subjects or clinical trials outside of the United States shall be given no later than sixty (60) days prior to commencement of the research or trials.

 

14.9The Licensee acknowledges that it is subject to and agrees to abide by the United States laws and regulations (including the Export Administration Act of 1979 and Arms Export Control Act) controlling the export of technical data, computer software, laboratory prototypes, biological material, and other commodities. The transfer of these items may require a license from the appropriate agency of the U.S. Government or written assurances by the Licensee that it shall not export these items to certain foreign countries without prior approval of this agency. The IC neither represents that a license is or is not required or that, if required, it shall be issued.

 

14.10The Licensee agrees to mark the Licensed Products or their packaging sold in the United States with all applicable U.S. patent numbers and similarly to indicate “Patent Pending” status. All the Licensed Products manufactured in, shipped to, or sold in other countries shall be marked in a manner to preserve the IC’s patent rights in those countries.

 

14.11By entering into this Agreement, the IC does not directly or indirectly endorse any product or service provided, or to be provided, by the Licensee whether directly or indirectly related to this Agreement. The Licensee shall not state or imply that this Agreement is an endorsement by the Government, the IC, any other Government organizational unit, or any Government employee. Additionally, the Licensee shall not use the names of the IC, the FDA or the HHS or the Government or their employees in any advertising, promotional, or sales literature without the prior written approval of the IC.

 

14.12The parties agree to attempt to settle amicably any controversy or claim arising under this Agreement or a breach of this Agreement, except for appeals of modifications or termination decisions provided for in Article 13. The Licensee agrees first to appeal any unsettled claims or controversies to the designated IC official, or designee, whose decision shall be considered the final IC decision. Thereafter, the Licensee may exercise any administrative or judicial remedies that may be available.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 19 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

14.13Nothing relating to the grant of a license, nor the grant itself, shall be construed to confer upon any person any immunity from or defenses under the antitrust laws or from a charge of patent misuse, and the acquisition and use of rights pursuant to 37 C.F.R. Part 404 shall not be immunized from the operation of state or Federal law by reason of the source of the grant.

 

14.14Any formal recordation of this Agreement required by the laws of any Licensed Territory as a prerequisite to enforceability of the Agreement in the courts of any foreign jurisdiction or for other reasons shall be carried out by the Licensee at its expense, and appropriately verified proof of recordation shall be promptly furnished to the IC.

 

14.15Paragraphs 4.3, 8.1, 9.5-9.8, 12.1-12.5, 13.9, 13.10, 14.12 and 14.15 of this Agreement shall survive termination of this Agreement.

 

14.16The terms and conditions of this Agreement shall, at the IC’s sole option, be considered by the IC to be withdrawn from the Licensee’s consideration and the terms and conditions of this Agreement, and the Agreement itself to be null and void, unless this Agreement is executed by the Licensee and a fully executed original is received by the IC within sixty (60) days from the date of the IC’s signature found at the Signature Page.

 

SIGNATURES BEGIN ON NEXT PAGE

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 20 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

NIH PATENT LICENSE AGREEMENT – EXCLUSIVE

 

SIGNATURE PAGE

 

For the NIAAA:    
     
/s/ George F. Koob 7-13-17  
Name: George F. Koob, Ph.D. Date  
Title: Director    
The National Institute on Alcohol Abuse and Alcoholism    
National Institutes of Health    

 

For the NIDA:    
     
/s/ Michelle K. Leff-S    
Name: Michelle K. Leff, MD, MBA Date  
Title: Technology Development Coordinator    
The National Institute on Drug Abuse    
National Institutes of Health    

 

Mailing Address or E-mail Address for Agreement notices and reports:

 

License Compliance and Administration

Monitoring & Enforcement

Office of Technology Transfer

National Institutes of Health

6011 Executive Boulevard, Suite 325

Rockville, Maryland 20852-3804 U.S.A.

 

E-mail: LicenseNotices_Reports@mail.nih.gov

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 21 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

For the Licensee (Upon, information and belief, the undersigned expressly certifies or affirms that the contents of any statements of the Licensee made or referred to in this document are truthful and accurate.):

 

by:    
       
/s/ Morris Laster   7/19/17  
Signature of Authorized Official   Date  
       
Morris Laster, MD      
Printed Name      
       
CEO      
Title      

 

  I. Official and Mailing Address for Agreement notices:  
       
    Morris Laster, MD  
    Name  
       
    CEO  
    Title  
       
    Mailing Address  
       
    11 Reuven Shari St  
       
    Jerusalem, Israel 9724611  

 

    Email Address: morris.laster@gmail.com  
         
    Phone: +972-2-5866740  
         
    Fax: +972-2-5879529  

 

  II. Official and Mailing Address for Financial notices (the Licensee’s contact person for royalty payments)
       
    Morris Laster, MD  
    Name  
       
    CEO  
    Title  

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 22 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

    Mailing Address:  
       
    11 Reuven Shari St  
       
    Jerusalem, Israel 9724611  

 

    Email Address: morris.laster@gmail.com  
         
    Phone: +972-2-5866740  
         
    Fax: +972-2-5879529  

 

Any false or misleading statements made, presented, or submitted to the Government, including any relevant omissions, under this Agreement and during the course of negotiation of this Agreement are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§3801-3812 (civil liability) and 18 U.S.C. §1001 (criminal liability including fine(s) or imprisonment).

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 23 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

APPENDIX A – PATENT(S) OR PATENT APPLICATION(S)

 

Patent(s) or Patent Application(s):

 

E-140-2014/0 Patent Family

Entitled, “Cannabinoid Receptor Mediating Compounds”

Inventors: George Kunos (NIAAA), Malliga R. Iyer (NIAAA), Resat Cinar (NIAAA), and Kenner C. Rice (NIDA), including PCT Application No. PCT/US2015/029946, filed on May 08, 2015, claiming priority to US Provisional Application No. 61/991,333 filed on May 09, 2014, and corresponding US, AU, CA, EP, CN, IN and JP filings

 

E-282-2012/0 Patent Family

Entitled, “Cannabinoid Receptor Mediating Compounds”

Inventors: George Kunos (NIAAA), Malliga R. Iyer (NIAAA), Resat Cinar (NIAAA), and Kenner C. Rice (NIDA) including PCT Application No. PCT/US2013/069686, filed on November 12, 2013, claiming priority to U.S. Provisional Patent Application No. 61/725,949 filed on November 13, 2012, and corresponding US, CA, EP, CN, IN and JP filing

 

E-282-2012/1 Patent Family

Entitled, “Cannabinoid Receptor Mediating Compounds”

Inventors: George Kunos (NIAAA), Malliga R. Iyer (NIAAA), Resat Cinar (NIAAA), and Kenner C. Rice (NIDA) including PCT Application No. PCT/US2016/035291, filed on June 01, 2016, claiming priority to US Provisional Application No. 62/171, 179 filed on June 04, 2015

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 24 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

APPENDIX B – LICENSED FIELDS OF USE AND TERRITORY

 

I.Licensed Fields of Use:

 

Commercial development of the CB1/iNOS series of compounds as a therapeutic to treat systemic sclerosis and scleroderma and other skin fibrotic diseases in humans, as claimed in the Licensed Patent Rights. Hermansky-Pudlak syndrome (HPS) is expressly excluded.

 

II.Licensed Territory: Worldwide.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 25 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

APPENDIX C – ROYALTIES

 

Royalties:

 

I.The Licensee agrees to pay to the IC a noncreditable, nonrefundable license issue royalty in the amount of [                                            ] within sixty (60) days from the effective date of this Agreement.

 

II.The Licensee agrees to pay to the IC a nonrefundable minimum annual royalty in the amount of [                                                          ] as follows:

 

The first minimum annual royalty is due and payable on January 1, 2019; and subsequent minimum annual royalty payments are due and payable on January 1 of each calendar year and shall be credited against any earned royalties due for sales made in that year.

 

III.The Licensee agrees to pay the IC earned royalties of [                         ] on Net Sales by the Licensee and its sublicensees.

 

IV.The Licensee agrees to pay the IC Benchmark royalties within sixty (60) days of achieving each Benchmark:

 

(a)[                                            ] Initiation of first Phase I clinical trial or foreign equivalent.

 

(b)[                                                       ] Initiation of first Phase II clinical trial or foreign equivalent.

 

(c)[                                                                   ] Initiation of first Phase III clinical trial or foreign equivalent.

 

(d)[                                                                              ] Upon initial filing of the first New Drug Application or foreign equivalent for each Licensed Products.

 

(e)Upon receipt of first Market Approval or foreign equivalent for each Licensed Products in the following jurisdictions/countries:

 

(i)[                                                           ] in Europe;

 

(ii)[                                                   ] in the United States;

 

(iii)[                                                           ] in Canada;

 

(iv)[                                                           ] in China;

 

(v)[                                                   ] in India; and

 

(vi)[                                                   ] in Japan.

 

V.The Licensee agrees to pay the IC additional sublicensing royalties of [                                      ] on the fair market value of any consideration actually received for granting each sublicense, which is payable to Licensee under any such sublicense within sixty (60) days of the execution of each sublicense.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 26 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

APPENDIX D – BENCHMARKS AND PERFORMANCE

 

The Licensee agrees to the following Benchmarks for its performance under this Agreement and, within thirty (30) days of achieving a Benchmark, shall notify the IC that the Benchmark has been achieved.

 

I.Establish two (2) murine models for systemic sclerosis within [                      ] of the effective date of this Agreement.

 

II.Complete in vivo systemic sclerosis efficacy tests within [                                 ] of the effective date of this Agreement.

 

III.Hold Pre-IND meeting with the FDA within [                       ] of the effective date of this Agreement.

 

IV.Complete GMP manufacturing within [                                 ] of the effective date of this Agreement. Complete IND enabling preclinical studies, and file an IND within three and one- half (3.5) years of the effective date of this Agreement.

 

V.Enroll first patient in Phase 1 clinical trial within [                ] of the effective date of this Agreement.

 

VI.Enroll first patient in Phase 2 clinical trial within [                ] of the effective date of this Agreement.

 

VII.Enroll first patient in Phase 3 clinical trial within [                  ] of the effective date of this Agreement.

 

VIII.File a NDA or foreign equivalent within [                 ] of the effective date of this Agreement.

 

IX.Launch of first commercial product within[                      ] of the effective date of this Agreement.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 27 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

APPENDIX E – COMMERCIAL DEVELOPMENT PLAN

 

Systemic sclerosis (SSc) is defined as an autoimmune rheumatic disease affecting the skin and other organs of the body. The main finding in systemic sclerosis is thickening and tightening of the skin and inflammation and scarring of many body parts, leading to problems in the lungs, kidneys, heart, intestinal system and other areas. It is an extremely debilitating disease with the highest mortality rate of any autoimmune rheumatic disease that affects about 100,000 patients in the US alone. To date, there are no drugs approved to treat SSc. Current treatment is based on attempting to manage the disease with a variety of treatments such as anti-inflammatories, immunosuppressants or drugs that address the vascular components of the disease. The unmet medical need has been exemplified by FDA's Breakthrough Therapy Designation in 2015 for Actemra based on a Phase 2 study that only showed an improving trend in skin fibrosis! There currently are no options for treating the underlying fibrotic changes which represents the core pathophysiology.

 

In fibrotic diseases, including SSc, there is published evidence for the pathogenic role of increased activity of inducible nitric oxide synthase (iNOS), an enzyme responsible for the generation of reactive nitrogen species. There is also evidence for the pro-fibrotic function of the endocannabinoid/CB1 receptor (CB1R) system. However, iNOS inhibitors used in preclinical studies lack oral bioavailability, whereas more recently developed, orally bioavailable iNOS inhibitors had disappointingly low therapeutic efficacy in clinical trials involving inflammatory diseases. While CB1R inhibitors have also demonstrated antifibrotic efficacy, the therapeutic potential of globally acting CB1R inhibitors such as Rimonabant has been thwarted by CNS side effects. Prof. George Kunos and NIAAA Laboratory of Physiologic Studies researchers have recently developed and patented a series of peripherally restricted hybrid inhibitors of CB1R and iNOS. These compounds have several features for optimal therapeutic efficacy and safety. The hybrid compound serves as a pro-drug and a carrier for the iNOS inhibitory moiety, facilitating its delivery to target organs such as skin, kidney, lung, and liver, resulting in high target exposure. Additionally, the compound demonstrated peripheral selectivity suggesting that it will not cause the neuropsychiatric side effects observed for Rimonabant. In preclinical in vitro and in vivo models, a lead compound known as MRI-1867 demonstrated inhibition of CB1R and iNOS pathways in receptor binding and cell assays as well as efficacy in animal models of liver and lung fibrosis.

 

Based on the scientific evidence implicating both the CB1R and iNOS pathways in the pathogenesis of SSc, Licensee has decided to develop MRI-1867 as a first in class treatment for SSc specifically targeting the fibrotic pathology of the disease. Were such a treatment to be found to be safe and efficacious for SSc it would be life changing for those suffering from the disease and the orphan indication status can help provide for commercial viability.

 

Product Development Plan

 

The development plan will begin with a CRADA (CRADA01638) to be performed with Prof George Kunos at the NIAAA. Licensee will build upon the hypothesis that the EC/CB1R system and iNOS are both pro-fibrogenic, and combined inhibition of these targets by a single compound would improve therapeutic outcome in scleroderma. Licensee plan to test the novel dual-target compound MRI-1867 in two different murine models of scleroderma [                                                                                                                                    ] Using these two experimental models will allow Licensee to establish the therapeutic potential of Licensee’s dual-target compounds.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 28 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

Specific Aim 1: Test the target-specificity of hybrid peripheral CB1R/iNOS inhibitors by analyzing their anti-fibrotic efficacy in mice with genetic deletion of CB1R or iNOS, using the subcutaneous bleomycin-induced skin fibrosis model. This approach would help Licensee to evaluate the relative contribution of the two targets to the therapeutic efficacy of the hybrid inhibitor.

 

Approaches for Aim 1:

 

1.1Licensee will quantitatively analyze skin fibrosis in [                                                                                                        ] mice treated with vehicle, rimonabant, the iNOS inhibitor 1400W or Licensee’s lead dual CB1R/iNOS inhibitor MRI-1867. Licensee will also assess the presence of fibrosis and its modulation by treatment or genotype in organs potentially affected by SSc, including lung, kidneys and heart.
1.2.Expression and activity of CB1R and iNOS will be assessed in the affected tissues by measuring transcript, protein and functional levels weekly from week 1 to 6, in view of the progressive nature of the disease.
1.3.Two different treatment paradigms will be used to assess prevention or regression of fibrosis. For prevention, treatment will start immediately after implanting the [                  ] minipump and continue for 4 weeks. For the regression paradigm, treatments will start 2 weeks after bleomycin induction and continued for an additional 2-4 weeks.
1.4.Skin abnormalities and fibrosis will be assessed histologically (H&E and Masson’s trichrome), biochemically (hydroxyproline content) and by measuring profibrotic gene expression (TGFβ, αSMA, fibronectin, collagen, TIMP1).
1.5.As lung fibrosis is also manifested in this model, it will be assessed by the above techniques.

 

Specific Aim 2: To investigate the pathogenic role of CB1R and iNOS in [                  ] and test the therapeutic efficacy of dual CB1R/iNOS inhibition.

 

Approaches for Aim 2: technical tools and experimental design will be the same as for Aim 1.

 

Specific Aim 3: Screen and optimize additional CB1R/iNOS dual-target inhibitors as back-up compounds and lead optimization in animal models of scleroderma.

 

Approaches for Aim 3: Scleroderma results in the failure of multiple organs including the liver and kidney. In view of the essential role of these organs in pharmacokinetics and drug metabolism, their pathological changes may alter the PK properties of therapeutic compounds. In order to optimize the druggable properties of dual-target compounds, their PK properties and metabolism need to be established for lead optimization.

 

3.1. Measuring tissue distribution of candidate compounds (plasma, skin, lung, kidney, heart, brain, liver) by LC-MS/MS in two animal models and in healthy control mice.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 29 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

These aims will help to define the mechanism of action and establish the CNS safety profile of novel, dual-target peripheral CB1R/iNOS inhibitors.

 

Specific Aim 4: To assess long-term efficacy and potential toxicity of the lead compound by conducting a chronic (6 months) treatment study in the two models selected. Brain levels of drug as well as organ toxicity will be assessed by histology and functional assays.

 

The CRADA agreement time period is expected to last 24 months. Assuming the successful completion of the research aims, Licensee then intends to enter a full pre clinical and clinical development program.

 

A project manager will then be hired and expert consultants in the main disciplines of drug development chemistry, manufacturing, and controls (CMC), nonclinical, clinical, and regulatory will be retained by Licensee for the development of MRI-1867.

 

Licensee will contract with a current Good Manufacturing Practice (cGMP) capable contract manufacturing organizations (CMOs) to manufacture the MRI-1867 drug substance (DS) and drug product (DP). Following process development and scale up, DS analytical method development and qualification, and reference standard characterization, an engineering run of DS will be manufactured. This will be followed by the initial cGMP manufacture of DS. Both the engineering run and cGMP batches will be release tested and put on stability. The engineering run batch will be sufficiently comparable to the cGMP batch so as to allow the former to be used for the investigational new drug application- (IND) enabling nonclinical studies. It is anticipated that this process will take approximately 8 months (i.e., to the release of the 1-month stability data for cGMP DS) and cost about $1M.

 

The DP to be used in clinical trials will be an oral dosage form. A CMO will be contracted to perform formulation development and DP analytical method development and qualification. Following selection of the oral formulation that will be used for clinical trials and a trial run of manufacturing (i.e., engineering run), cGMP batches (varying strengths) will be manufactured. Both the engineering and cGMP batches will be release tested and put on stability. This process will begin shortly after the start of the DS work (essentially concurrently) and will take approximately 9 months (to the release of the 1-month stability data for cGMP DP) and cost approximately $250K.

 

In parallel with the above activities, an intravenous (IV) formulation will be developed and manufactured to allow for the determination of the absolute bioavailability of MRI-1867 during the initial Phase 1 trial. Additionally, metabolites will be synthesized to serve as analytical reference standards and if warranted by the data for toxicological qualification. Radiolabeled MRI-1867 will be synthesized for use in nonclinical mass balance and tissue distribution studies, as well as clinical CB1R binding and mass balance studies.

 

C. Pre-clinical Development

 

Assay Development: Licensee will contract with a Contract Research Organization (CRO) to develop and validate bioanalytical methods for rat, dog, and human plasma. Assay development will be concurrent with DS and DP development and manufacture and cost will be approximately [        ].

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 30 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

Pharmacology: In addition to the nonclinical primary pharmacodynamic (PD) studies in scleroderma models that will be conducted under the CRADA, VS will contract with qualified CRO(s) to perform standard Good Laboratory Practice (GLP) safety pharmacology studies. The studies will include in vitro hERG, oral rat central nervous system, oral rat respiratory system, and oral dog cardiovascular system, as well as additional studies if warranted by the data. All of the GLP safety pharmacology studies will utilize DS from either the engineering or cGMP batches.

 

Pharmacokinetics: Licensee will contract with qualified CRO(s) to perform various in vitro pharmacokinetic (PK) studies, including metabolic stability studies, drug-drug interaction studies, protein binding studies, and permeation studies. These studies will be initiated early on and will use DS from the scale up efforts. The data package for MRI-1867 includes results that fit into these categories of studies. Depending on the availability of the corresponding study reports (i.e., for Licensee to use in an IND submission), the study designs, and the comparability of the test material used, Licensee may be able to use some of the NIH results in lieu of conducting such studies. Once the engineering batch DS is available, Licensee will contract with qualified CRO(s) to perform oral rat single dose PK, oral dog single dose PK, and absolute bioavailability. Radiolabeled MRI-1867 will be used for mass balance and tissue distribution studies. Additional nonclinical absorption, distribution, metabolism, and excretion (ADME) studies will be contracted as warranted by the data.

 

Toxicology: In preparation for the initial IND filing, Licensee will contract with qualified CRO(s) to perform oral rat and dog rising single dose + 7-day repeated-dose range-finding toxicity studies with toxicokinetics and oral rat and dog 28-day repeated-dose toxicity studies with toxicokinetics. Additionally, Licensee will contract out the performance of a standard battery of GLP genotoxicity studies, including in vitro bacterial reverse mutation test, in vitro mouse lymphoma thymidine kinase assay, and in vivo rat micronucleus test. Also, to support the single IV dose of MRI-1867 in the initial Phase I trial to determine absolute bioavailability, Licensee will contract out the performance of an in vitro hemolysis assay and an IV single species single dose local tolerance study. To support subsequent clinical trials and eventual marketing, Licensee will contract out the performance of oral rat 3-month and 6-month repeated-dose toxicity studies, oral dog 3-month and 9-month repeated-dose toxicity studies, carcinogenicity studies, and reproductive and developmental toxicity studies.

 

Overall, the timeline and cost to complete the IND-enabling nonclinical studies is estimated at approximately[            ] and [        ].

 

Clinical Development

 

Licensee will contract out clinical trial related tasks to qualified CRO(s). The initial trial (i.e., the protocol to be included in the original IND filing) is anticipated to be a Phase 1 safety, tolerability, and PK study in healthy volunteers. The study will include a single IV and oral dose to determine absolute bioavailability, followed by 28-days of oral dosing. During the latter part of the conduct of this trial, Licensee plans to contract out a Phase 1 clinical mass balance study (single oral dose of radiolabeled drug). This will allow for an early determination of relevant PK metabolites and parameters to follow in subsequent trials. Additionally, Licensee plans to collaborate with NIH to perform a Phase 1 study of MRI-1867 binding to CB1R in the brain (via positron emission tomography scanning).

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 31 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

Following the completion of the Phase 1 safety, tolerability, and PK study in healthy volunteers, Licenseeplans to move to a Phase 1 safety, tolerance, PK, and PD study in patients with systemic sclerosis. This trial will include [            ] of oral dosing. Pending no safety concerns, Licensee plans to move to a Phase 2 safety, PK, and proof of concept trial in systemic sclerosis patients that is anticipated to include [              ] of oral dosing. This would be followed by a Phase 3 pivotal trial of safety, PK, and efficacy in systemic sclerosis patients, which is tentatively expected to include [         ] of oral dosing under double blinded conditions, followed by [         ] of dosing under open label conditions. Additional trials will be conducted as warranted by the data. The timeline and cost of the clinical program is estimated at [               ] and at a total cost of [        ] [        ]

 

Regulatory Submission

 

As soon as Licensee completes the CRADA period of examination, Licensee plans to file a pre-IND meeting request with FDA to confirm that the planned CMC and nonclinical tasks will support the initiation of the proposed Phase 1 clinical trial. In this way, course corrections in the development plan can be made early on, expediting development and avoiding waste of resources.

 

Upon completion of the nonclinical primary PD studies in scleroderma models that will be conducted under the CRADA, Licensee plans to submit an orphan drug designation request for MRI-1867 for the treatment of systemic sclerosis.

 

Licensee anticipates to file the original IND for MRI-1867 for the treatment of systemic sclerosis [                ] following the licensing event. This timeline will be adjusted as necessary based on FDA’s feedback on the development plan during the pre-IND meeting, as well as based on the CMO and CRO availability and proposed timelines. Licensee plans to file for Fast Track Designation shortly after the IND filing (as an IND amendment).

 

Once the Phase 2 proof of concept trial is completed, and assuming that proof of concept is demonstrated, Licensee plans to file a request for breakthrough therapy designation. Shortly thereafter, Licensee plans to file for an end of Phase 2 (EOP2) meeting to confirm the pivotal trial(s) and other tasks needed to support NDA filing. Licensee plans to file for a pre-NDA meeting while the pivotal Phase 3 trial is ongoing. A priority review is anticipated. Licensee anticipates that following positive pivotal clinical studies, MRI-1867 will be out-licensed to a global pharmaceutical partner for marketing and sales of the drug in return for upfront payments, milestones and royalties.

 

Licensee anticipates that following positive pivotal clinical studies, MRI-1867 will be out-licensed to a global pharmaceutical partner for marketing and sales of the drug in return for upfront payments, milestones and royalties. It is Licensee’s belief that such a strategic partner will be capable of marketing the compound in the licensed territories. If a strategic partner is not able to market in the patented territories, Licensee will seek additional partners to maximize sales in the licensed territories.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 32 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

Marketing Plan

 

During the process of developing MRI-1867 Licensee will contract with a US based CMO who will manufacture the clinical and subsequent commercial batches. It is anticipated that a future strategic partner will continue with Licensee’s selection of CMO or incorporate the manufacture of MRI-1867 in one of its US based manufacturing plants as required in the license agreement.

 

Licensee will work with its global pharmaceutical partner to ensure the promotion, marketing and sales of MRI-1867. Licensee will make all reasonable efforts to ensure that its strategic partner is maximizing the potential inherent in the product.

 

Licensee anticipates that a future out-license of the MRI-1867 technology to a global pharmaceutical partner will comprise upfront payments, milestones and royalties as is standard in the industry.

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 33 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

APPENDIX F – EXAMPLE ROYALTY REPORT

 

Required royalty report information includes:

 

License reference number (L-XXX-200X/0)
Reporting period
Catalog number and units sold of each Licensed Product (domestic and foreign)
Gross Sales per catalog number per country
Total Gross Sales
Itemized deductions from Gross Sales
Total Net Sales
Earned Royalty Rate and associated calculations
Gross Earned Royalty
Adjustments for Minimum Annual Royalty (MAR) and other creditable payments made
Net Earned Royalty due

 

Example

Catalog Number  Product Name  Country  Units Sold   Gross Sales
(US$)
 
1  A  US  250    62,500 
1  A  UK  32    16,500 
1  A  France  25    15,625 
2  B  US  0    0 
3  C  US  57    57,125 
4  D  US  12    1,500 

  Total Gross Sales   153,250 
  Less Deductions:     
  Freight   3,000 
  Returns   7,000 
  Total Net Sales   143,250 
        
  Royalty Rate   8%
  Royalty Due   11,460 
  Less Creditable Payments   10,000 
  Net Royalty Due   1,460 

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 34 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

APPENDIX G – ROYALTY PAYMENT OPTIONS

 

The License Number MUST appear on payments, reports and correspondence.

 

Credit and Debit Card Payments

 

Credit and debit card payments can be submitted for amounts up to $29,999. Submit your payment through the U.S. Treasury web site located at: https://www.pay.gov/public/form/start/28680443.

 

Automated Clearing House (ACH) for payments through U.S. banks only

 

The IC encourages its licensees to submit electronic funds transfer payments through the Automated Clearing House (ACH). Submit your ACH payment through the U.S. Treasury web site located at: https://www.pay.gov/public/form/start/28680443. Please note that the IC “only” accepts ACH payments through this U.S. Treasury web site.

 

Electronic Funds Wire Transfers

 

The following account information is provided for wire payments. In order to process payment via Electronic Funds Wire Transfer sender MUST supply the following information within the transmission:

 

Drawn on a U.S. bank account via FEDWIRE should be sent directly to the following account:

 

Beneficiary Account: Federal Reserve Bank of New York or TREAS NYC
Bank: Federal Reserve Bank of New York
ABA# 021030004
Account Number: 75080031
Bank Address: 33 Liberty Street, New York, NY 10045
Payment Details: License Number (L-XXX-XXXX)
  Name of the Licensee

 

Drawn on a foreign bank account should be sent directly to the following account. Payment must be sent in U.S. Dollars (USD) using the following instructions:

 

Beneficiary Account: Federal Reserve Bank of New York/ITS or FRBNY/ITS
Bank: Citibank N.A. (New York)
SWIFT Code: CITIUS33
Account Number: 36838868
Bank Address: 388 Greenwich Street, New York, NY 10013
Payment Details (Line 70): NIH 75080031
  License Number (L-XXX-XXXX)
  Name of the Licensee
Detail of Charges (line 71a): Charge Our

 

Checks

 

All checks should be made payable to “NIH Patent Licensing” 

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 35 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

 

Checks drawn on a U.S. bank account and sent by US Postal Service should be sent directly to the following address:

 

National Institutes of Health

P.O. Box 979071

St. Louis, MO 63197-9000

 

Checks drawn on a U.S. bank account and sent by overnight or courier should be sent to the following address:

 

US Bank

Government Lockbox SL-MO-C2GL

1005 Convention Plaza

St. Louis, MO 63101

Phone: 314-418-4087

 

Checks drawn on a foreign bank account should be sent directly to the following address:

 

National Institutes of Health

Office of Technology Transfer

License Compliance and Administration

Royalty Administration

6011 Executive Boulevard

Suite 325, MSC 7660

Rockville, Maryland 20852

 

A-034-2016

 

CONFIDENTIAL

NIH Patent License Agreement—Exclusive

 

Model 10-2015       Page 36 of 36       [Final]       [Vital Spark]       [June 8, 2017]

 

EX-10.6 7 tv523189_ex10-6.htm EXHIBIT 10.6

 

Exhibit 10.6

  

  REDACTED
  *Certain identified information has been excluded from the exhibit because it is both: (i) not material and (ii) would be competitively harmful if publicly disclosed.*

 

RESEARCH AND LICENSE AGREEMENT

 

This Research and License Agreement (“Agreement”) is made in Jerusalem this 5 day of March 2019 (the “Effective Date”), by and between:

 

YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390, Israel (“Yissum”) of the first part; and

 

SCOPUS BIOPHARMA INC., 420 Lexington Avenue, Suite 300, New York NY,10170 (the “Company”), of the second part;

 

(each of Yissum and the Company, a “Party”, and collectively the “Parties”)

 

WHEREAS:in the course of research conducted by Dr. Alexander Binshtok (the “Researcher”), at the University (as defined in Section 1 below), the Researcher developed CBD-mediated activation of nociceptive TRPV1 and TRPV2 channels for painless pain-selective anesthesia technology, as more fully described in the patent application listed in Appendix A (collectively, the “Existing Patents”); and

 

WHEREAS:in accordance with the terms of a Memorandum of Understanding between the Company and Yissum dated July 28, 2018 (“MOU”), the Company is funding research which the Researcher is performing for the benefit of the Company;

 

WHEREAS:pursuant to the regulations of the University, the rights and title to all inventions, know-how and the results of research created by scientists of the University vest solely with Yissum, including the technology developed by the Researcher as aforesaid; and

 

WHEREAS:the Company has represented to Yissum that (i) the Company is experienced in the development of pharmaceutical products based on inventions and the results of research of the type that are the subject of this Agreement; and (ii) either by itself or through third parties, it has the financial capacity and the strategic commitment to facilitate the development, production, marketing, sale and distribution of such products; and

 

WHEREAS:the Company wishes to obtain a license from Yissum for the development and commercialization, in the Field, of the inventions covered by the Existing Patents, as well as the results of any Research; and

 

WHEREAS:Yissum agrees to grant the Company such a license, all in accordance with the terms and conditions of this Agreement.

 

 

 

 

NOW THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:

 

1.Interpretation and Definitions

 

1.1.The preamble and appendices to this Agreement constitute an integral part hereof and shall be read jointly with its terms and conditions but shall be afforded no legal effect.

 

1.2.In this Agreement, unless otherwise required or indicated by the context, the singular shall include the plural and vice-versa, the masculine gender shall include the female gender, “including” or “includes” shall mean including, without limiting the generality of any description preceding such terms and the use of the term "or” shall mean “and/or” and any reference to the term “sale” shall include the sale, lease, rental, or other disposal of any Product.

 

1.3.The headings of the Sections in this Agreement are for the sake of convenience only and shall not serve in the interpretation of the Agreement.

 

1.4.In this Agreement, the following capitalized terms shall have the meanings appearing alongside them, unless provided otherwise:

 

1.4.1.“Additional Ingredient” shall mean any compound or substance which (i) is contained in a product and (ii) when administered to a patient has a therapeutic or prophylactic clinical effect independent of a Product, either directly or by acting synergistically with or otherwise enhancing the effect of other compounds or substances (including the Product) contained in such product.

 

1.4.2.“Affiliate” shall mean any person, organization or other legal entity which controls, or is controlled by, or is under common control with, the Company. “Control” shall mean the holding of more than 50% of (i) the equity, or (ii) the voting rights, or (iii) the right to elect or appoint a majority of directors; provided, however, a Subsidiary of the Company shall not be deemed an Affiliate in connection with any Sublicense but instead shall be deemed the Company hereunder.

 

1.4.3.“Combination Product” shall mean a product, substance or device which comprises a Product and at least one Additional Ingredient.

 

1.4.4.“Development Plan” shall mean the written plan and timetable, a copy of which is attached to this Agreement as Appendix B, for the development and the commercialization of Products, including specific development milestones, prepared by the Company and approved by Yissum pursuant to Section 5.1 below.

 

1.4.5.“Development Results” shall mean the results of activities carried out by the Company or by third parties (other than the Researcher and his/her team or any other University employee) at the direction of the Company pursuant to the Development Plan or otherwise in fulfillment of the Company’s obligations hereunder (including its development obligations under Section 5 below), including any invention, patent or patent application, product, material, method, discovery, composition, process, technique, know-how, data, information or other result which do not form part of the Licensed Technology, and further including any governmental or regulatory filing submitted, or approval, license, registration, or authorization obtained, by the Company, an Affiliate or Sublicensee in respect of the Products, as well as any other information, data, material, results, devices and know-how arising from the performance of the Development Plan.

 

 2 

 

 

1.4.6.“Field” shall mean Pain Treatment in Humans.

 

1.4.7.“First Commercial Sale” shall mean the first sale of a Product by the Company, an Affiliate or a Sublicensee after the receipt of any required regulatory approval to market and sell such Product. Notwithstanding the foregoing and for the avoidance of doubt, sales of Products for the purposes of clinical trials or other testing prior to a First Commercial Sale shall entitle Yissum to payment of consideration in accordance with Section 7 below, but shall not be considered a First Commercial Sale.

 

1.4.8.“Joint Patents” shall have the meaning set forth in Section 9.2 below.

 

1.4.9.“Initial Research Budget” means the budget for the Initial Research Program as set forth in the MOU.

 

1.4.10.“Initial Research Period” means the period for the Initial Research Program set forth in the MOU.

 

1.4.11.“Initial Research Program” means the initial program under which the Research is being funded by the Company and carried out and being conducted by the Researcher, as set forth in the MOU.

 

1.4.12.“Know-How” shall mean any non-public, proprietary, tangible or intangible information, techniques, technology, practices, trade secrets, inventions, methods, processes, knowledge, ancillary materials, results or devices (whether patentable or not) developed by the Researcher prior to the execution of this Agreement solely and directly related to the subject matter claimed in the Existing Patents, including under the Initial Research Program, and belonging to Yissum and described generally in Appendix A.

 

1.4.13.“License” shall have the meaning set forth in Section 3.1 below.

 

1.4.14.“Licensed Patents” shall mean (i) the Existing Patents and any future patents resulting from Research Results, and any patent application that claims priority therefrom; as well as (ii) all divisions, continuations, continuations-in-part, re-examinations, reissues, renewals, registrations, confirmations, substitutions, or extensions, including European Supplementary Protection Certificates (“SPCs”) (within the meaning of such term under Council Regulation (EU) No. 1768/92), and/or any other similar statutory protection, and any provisional applications, national, regional, PCT or similar applications and any and all patents issuing from, and patentable inventions, methods, processes, and other subject matter disclosed or claimed in, any or all of the foregoing. The Licensed Patents at the date of this Agreement are set forth in Appendix A, which shall be updated from time to time to include new Licensed Patents.

 

 3 

 

 

1.4.15.“Licensed Technology” shall mean the Know-How, the Research Results and the Licensed Patents, as well as Yissum’s interest in the Joint Patents.

 

1.4.16.“Net Sales” shall mean:

 

(a)the gross sales price invoiced for sales of Products by the Company, an Affiliate or Sublicensee to a third party; or

 

(b)the fair market value of non-monetary consideration received in connection with such sales;

 

after deduction of: (i) commercially reasonable discounts and return credits to the extent actually taken by third parties; (ii) outbound transportation, packing and delivery charges, as well as prepaid freight (including shipping insurance) actually incurred; and (iii) sales taxes, including VAT paid by customers for transfer in full to applicable tax authorities; provided that such deductions shall be directly related to the sale of Products that were awarded within the regular running of the business of the Company, Affiliate or Sublicensee.

 

In the event of sales of Products made through a distributor, or marketing agent where the transfer to the distributor or marketing agent was made for a price certain without the Company, Affiliate or Sublicensee being entitled to any further compensation for such transfer based upon the price at which the distributor or marketing agent sells Products to a third party, the sales made by such distributor or marketing agent to a third party shall not be deemed gross sales for the purposes of this Agreement. Rather, the gross sales shall be the amounts invoiced for Products transferred to such distributor or marketing agent by the Company, an Affiliate or Sublicensee.

 

In the event of sales or deductions not made at “arms-length”, then for the purpose of calculation of Royalties (as defined below) to Yissum, Net Sales shall be calculated in accordance with arms-length prices for sale of Products to an independent third party purchaser and arms-length deductions, to be determined by the current market conditions, or in the absence of such conditions, according to the assessment of an independent appraiser to be selected by the Parties.

 

 4 

 

 

1.4.17.“Product” shall mean any product, system, device, material, method, process or service, the development, manufacture, provision or sale of which, in whole or in part (i) uses, exploits, comprises, contains, improves upon or incorporates the Licensed Technology or any part thereof, or is otherwise covered thereby, or falls within the scope thereof, in whole or in part, or uses the Licensed Technology as a basis for subsequent modifications; or (ii) but for the License (as defined below) would infringe any claim of a Licensed Patent.

 

1.4.18.“Representatives” shall mean employees, researchers, officers, agents, subcontractors, consultants, and/or any other person or entity acting on a Party’s behalf.

 

1.4.19.“Research” shall mean the research conducted by the Researcher prior to the Effective Date, solely and directly related to the subject matter claimed in the Existing Patents, including under the Initial Research Program, and to be conducted from time to time hereafter under the Initial Research Program and any Subsequent Research Program.

 

1.4.20.“Research Results” shall mean any inventions, products, materials, compounds, compositions, substances, methods, processes, techniques, know-how, data, information, discoveries and other results of whatsoever nature, discovered or occurring in the course of, or arising from, the performance of any Research, including any patent applications and patents (which shall be added to the list of Licensed Patents set forth on Appendix A), information, material, results, devices or know-how arising therefrom.

 

1.4.21.“Researcher” shall mean Dr. Alexander Binshtok, or such other person as determined and appointed from time to time by Yissum to supervise and to perform the Research, if applicable.

 

1.4.22.“Royalties” shall have the meaning set forth in Section 7.1 below

 

1.4.23.“Subsequent Research Budget” shall mean the budget set forth for any Subsequent Research Program.

 

1.4.24.“Subsequent Research Period” shall mean the expected length of any Subsequent Research Program.

 

1.4.25.“Subsequent Research Program” shall mean a program under which future Research shall be funded by the Company and shall be carried out and conducted by the Researcher in accordance with any Subsequent Research Program.

 

 5 

 

 

1.4.26.“Subcontracting Agreement” shall mean (i) a bona fide subcontracting agreement with a subcontractor in which the Company must grant the subcontractor the right to make use of the Licensed Technology on behalf of the Company, and for which use the Company is required to pay or otherwise compensate the subcontractor, including, but not limited to, manufacturing or developing any of the Products (or part thereof); or (ii) a bona fide arms-length research agreement, pursuant to which an academic or research institution is engaged for the purpose of performing research, on the Company’s behalf, for the development of any of the Products (or part thereof); provided that in no event shall the consideration (if any) therefor comprise any Products; and further provided that such subcontracting agreement in (i) and (ii) above shall contain terms substantially as protective in relation to the Licensed Technology, as the terms of this Agreement; and the term “Subcontractor” shall be construed accordingly.

 

1.4.27.“Sublicense” shall mean any grant by the Company or its Affiliates of any of the rights granted under this Agreement or any part thereof; including the right to develop, manufacture, market, sell or distribute the Licensed Technology or any Product, for which grant the recipient of the Sublicense is required to pay the grantor of the Sublicense (or the grantor’s related entity), excluding a Subcontracting Agreement.

 

1.4.28.“Sublicense Consideration” shall mean any proceeds or consideration or benefit of any kind whatsoever, whether monetary or otherwise, that the Company or an Affiliate may receive from a Sublicensee as a result of the grant of a Sublicense or an option for a Sublicense and/or pursuant thereto, except amounts received by the Company which constitute royalties based on sales by Sublicensees in respect of which the Company is required to pay Royalties to Yissum and amounts received for research and development of Products as can be shown by documented research or development program and budget.

 

1.4.29.“Sublicense Fees” shall have the meaning set forth in Section 7.3 below.

 

1.4.30.“Sublicensee” shall mean any third party to whom the Company or an Affiliate shall grant a Sublicense or an option for a Sublicense. For the sake of clarity, Sublicensee shall include any other third party (other than a Subcontractor) to whom such rights shall be transferred or assigned, or who may assume control thereof by operation of law or otherwise.

 

1.4.31.“Subsidiary” shall mean a direct or indirect wholly-owned business entity of the Company.

 

1.4.32.“Territory” shall mean worldwide.

 

1.4.33.“Third Party License” shall mean a license from an unaffiliated third party to one or more valid and enforceable patents issued in the United States or any other jurisdiction, the claims of which cover one or more active ingredients of the Product and without which the Company, its Affiliates and/or its or their Sublicensees would not be reasonably able to develop, manufacture and commercialize such Product in a particular country.

 

 6 

 

 

1.4.34.“University” shall mean the Hebrew University of Jerusalem and each of its branches.

 

2.The Research

 

2.1.In addition to the Initial Research Program, the Company may finance performance of a Subsequent Research Program in accordance with a Subsequent Research Budget during a Subsequent Research Period or any amendments thereof as may be agreed upon by the Company and Yissum following completion of the Initial Research Program.

 

2.2.Any Research to be conducted pursuant to the Initial Research Program shall be governed by the MOU. Any Subsequent Research Program shall be under the supervision of the Researcher. Should the Researcher be unable to complete the Research under a Subsequent Research Program for any reason, Yissum shall notify the Company of the identity of a suitable replacement researcher. If the Company does not object in writing to the replacement researcher on reasonable grounds within 20 days of this notification, the substitute researcher shall be deemed acceptable to the Company. Alternatively, the Company shall have the right to terminate any Subsequent Research Program, in which case monies paid to Yissum for the Research pursuant to the Subsequent Research Budget which have not been expended at the time of termination will be refunded to the Company; provided that the Company shall be responsible for the payment of any accrued fees and expenses due to Yissum based on work duly performed up to the date of termination and those irrevocable commitments that were part of the Subsequent Research Budget and entered into by Yissum prior to having received the Company’s written notice of termination.

 

2.3.For the avoidance of doubt, should the Company wish to place its employees in the laboratories of the Researcher on any campus of the University in connection with the Research or any other aspect of this Agreement it may do so after executing a separate agreement with Yissum setting out the terms of such placement; provided, however, that the Company shall have the right to have its representative visit the Researcher’s laboratories on an ad hoc, periodic basis with advanced coordination with the Researcher without the need for the execution of an agreement.

 

2.4.The compensation to Yissum for the performance of the Subsequent Research Program, subject to any earlier termination of the Subsequent Research Program, shall be set forth in a Subsequent Research Budget as agreed upon by Yissum and the Company.

 

 7 

 

 

2.5.For the avoidance of doubt, nothing herein shall prevent Yissum or the University or the Researcher from obtaining, subject to the Company’s approval, any finance or grants from other entities for research outside the Field regarding the Licensed Technology, provided that such entities shall not be granted rights in the Research or Research Results prejudicial to or inconsistent with the rights granted to the Company in this Agreement or which limit in any manner the scope or terms of the license and rights granted to the Company hereunder. The results of any such research financed by other entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder.

 

2.6.Within 60 days of the end of each 12 months of a Research Program, Yissum shall present the Company with a written report from the Researcher summarizing the results of the Research under the Research Program during the preceding year. In addition, Yissum shall cause the Researcher to provide progress reports to the Company no less than quarterly throughout a Research Program and shall respond to the Company’s reasonable requests for progress information from time to time.

 

2.7.Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable. Yissum makes no warranties whatsoever as to the commercial or scientific value of the Research Results.

 

2.8.Should the Company choose to (a) retain the services of the Researcher or any other employee of the University in connection with the Research or the License; or (b) grant any benefit, including cash payments or securities of any kind, to the Researcher or any other employee of the University, it shall do so only through a written agreement executed between the Company and Yissum. Any such agreement will require, among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this Agreement. Notwithstanding the foregoing, the Researcher may become a member of the Company’s Scientific Advisory Board and may be compensated for such involvement, including by way of monetary compensation and option grants, all subject to a separate agreement to be entered to between Yissum, the Researcher and the Company.

 

 8 

 

 

3.The License

 

3.1.Yissum hereby grants the Company an exclusive, worldwide license to make commercial use of the Licensed Technology, in order to develop, have developed, manufacture, have manufactured, use, market, distribute, sell, have sold, export and import Products, all within the Field, subject to and in accordance with the terms and conditions of this Agreement (the “License”).

 

3.2.Notwithstanding the provisions of Section 3.1, above, Yissum, on behalf of the University, shall retain the right, subject to any limitations otherwise set forth in this Agreement, (i) to make, use and practice the Licensed Technology for the University’s own internal non-commercial research and educational purposes; (ii) to license or otherwise convey to other academic and not-for-profit research organizations, the Licensed Technology for use in non-commercial research outside the Field; and (iii) to license or otherwise convey the Licensed Technology to any third party for research or commercial applications outside the Field.

 

4.Term of the License

 

The License shall expire, if not earlier terminated pursuant to the provisions of this Agreement, on a country-by-country, Product-by-Product basis, upon the later of: (i) the date of expiration in such country of the last to expire Licensed Patent included in the Licensed Technology; (ii) the date of expiration of any exclusivity on the Product granted by a regulatory or government body in such country; or (iii) the end of a period of 15 years from the date of the First Commercial Sale in such country. Should the periods referred to in Subsections (i) or (ii) expire in a particular country prior to the period referred to in Subsection (iii), above, the license in that country or those countries shall be deemed a license to the Know-How during such post-expiration period.

 

Upon the expiration of the later of the periods set forth in Subsections (i) through (iii) above (and provided that the License has not been terminated prior thereto), the Company shall have a fully-paid non-exclusive license to the Know-How, and the Company shall have an irrevocable option to obtain an exclusive license to the Know-How by agreeing to pay Yissum [                ] of the consideration set forth in Section 7.3 and 7.6 below, in respect of Net Sales and Sublicense Consideration received during the period of such license which shall continue for a period of two (2) years after termination of the later of the periods as referred to above and shall be renewed automatically for additional successive two (2) year periods, unless the Company or Yissum notifies the other Party in writing prior to the end of the then current two (2) year period that it does not wish the license to be renewed as aforesaid.

 

 9 

 

 

5.Development and Commercialization

 

5.1.The Company undertakes, at its own expense, to use its commercially reasonable efforts to carry out the development, regulatory, manufacturing and marketing work necessary to develop and commercialize Products in accordance with the Development Plan, a copy of which is attached to this Agreement as Appendix B. The Development Plan may be modified from time to time by the Company as reasonably required in order to achieve the commercialization goals set forth in the Development Plan; provided, however, that changes to the specified dates for the achievement of the Milestones set forth in the Development Plan (the “Development Milestones”) shall be subject to Yissum’s prior written approval, not to be unreasonably conditioned, withheld or delayed. All terms and conditions of the License and this Agreement shall apply to the modified Development Plan and subsequent Development Results. Notwithstanding anything to the contrary contained herein, the Company undertakes to use commercially reasonable efforts to meet the Development Milestones.

 

5.2.The Parties shall establish a steering committee (the “Committee”) to be a forum for the exchange of information between the Parties with respect to the exercise of the License. Each Party shall be entitled to designate two (2) representatives to the Committee (the “Committee Representatives”). The Committee shall meet at least once per calendar year. The Committee Representatives shall be bound by the confidentiality arrangements set out in this Agreement. For the avoidance of doubt, the Committee shall act only in an advisory capacity and shall not have decision-making powers.

 

The Company shall (i) provide Yissum with periodic written reports (“Development Reports”) not less than once per year concerning all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed on a timely basis via the Committee concerning all material activities and changes to the Development Plan undertaken in respect of the exercise of the License, and (iii) at Yissum’s request, from time to time, provide Yissum via the Committee with further information relating to the Company’s activities in exercise of the License. The Development Reports shall include descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the Company pursuant to the Development Plan, and a summary of the Development Results and any other related work effected by the Company or by any Affiliate or Sublicensee during the 12 month period prior to the report, (b) manufacturing, sublicensing, marketing and sales during the 12 month period prior to the report; (c) the Company’s plans in respect of the testing, undertaking of trials or commercialization of Products for the following 12 months; and (d) projections of sales and marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding the achievement of any milestones; the projected – or actual – completion date of the development of a Product and the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology. If progress in respect of a Product differs from that anticipated in its Development Plan or a preceding Development Report, the Company shall explain, in its Development Report. The Company shall also make reasonable efforts to provide Yissum with any reasonable additional data that Yissum requires to evaluate the performance of the Company hereunder.

 

 10 

 

 

5.3.[RESERVED]

 

5.4.[RESERVED]

 

5.5.If the Company shall not meet the milestones set forth in the Development Plan, unless such delay is caused by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure in accordance with Section 17.9, below; or (iii) unless the Company and Yissum have agreed in writing to amend the Development Plan, Yissum shall notify the Company in writing of the Company’s failure to meet its obligations of diligence and shall allow the Company 120 days to cure such failure. If, to Yissum’s reasonable satisfaction, the Company is diligently taking measures to cure such failure, Yissum may, at its sole discretion, notify the Company in writing that it is extending the period given to cure such failure by an additional period of up to sixty (60) days. The Company’s failure to cure within the aforementioned cure period (or extended cure period) to Yissum’s reasonable satisfaction shall be a material breach of this Agreement, entitling Yissum to immediate termination under Section 15.2 below.

 

5.6.The Company shall perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt of all approvals and consents necessary for the performance of its obligations hereunder.

 

5.7.Where legally permissible, the Company agrees to provide Yissum and/or the University (for no consideration) a reasonable number of units of any Product developed and/or manufactured under this Agreement, at the Company’s discretion, for internal academic research purposes only.

 

6.Sublicenses

 

6.1.The Company shall be entitled to grant Sublicenses under the License granted pursuant to Section 2.1 on terms and conditions in compliance and not inconsistent with the terms of this Agreement (except that the royalty rates may be different than those set forth in this Agreement). Such Sublicenses shall be made (i) for consideration and in arm’s length transactions; and (ii) to entities that the Company reasonably believes have the commercial and scientific capabilities and resources to continue the development and commercialization of Products as required pursuant to this Agreement.

 

6.2.The Company shall notify Yissum in writing whether a proposed Sublicensee is an Affiliate or is otherwise related to the Company. In addition, the Company shall provide Yissum with an executed copy of the Sublicense agreement within 10 days of its execution. The Company will provide Yissum with an executed copy of any material amendments to the Sublicense agreement within 10 days of the execution of such amendment provided, however, that the Sublicense agreement may be redacted to the extent that it contains terms unrelated to the Licensed Technology.

 

 11 

 

 

6.3.A Sublicensee shall be entitled to further Sublicense its rights under the Sublicense agreement, provided that any such further Sublicensee meets the criteria set forth in Section 6.1, and such further Sublicensee is a pharmaceutical company with annual revenues of at least US $100 million.

 

6.4.Any Sublicense shall be dependent on the validity of the License and shall terminate upon termination of the License, subject to the terms of Section 15.4.

 

6.5.The Company shall ensure that any Sublicense shall include material terms that require the Sublicensee to comply with the terms of this Agreement, including, Section 14 below, the breach of which terms shall be a material breach resulting in termination of the Sublicense. In such an event, the Company undertakes to take all reasonable steps to enforce such terms upon the Sublicensee, including the termination of the Sublicense. In all cases, the Company shall immediately notify Yissum of any breach of the material terms of a Sublicense, and shall copy Yissum on all correspondence with regard to such breach.

 

Furthermore, in the context of any Sublicense, the Company will obtain an agreement from the relevant Sublicensee that such Sublicensee may only use the Licensed Technology and any related information received from the Company in connection with the further development and/or commercialization of a Product pursuant to the terms of the Sublicense agreement, and will keep same confidential; and (ii) naming Yissum as a third party beneficiary with the right to directly enforce the use and confidentiality provisions described in Subsection (i) above and the reporting provisions set out in Sections 6.6 and 8.2 below.

 

6.6.Without derogating from the generality of Section 6.5 above, the Company shall require each Sublicensee to provide it with regular written royalty reports that include at least the detail that the Company is required to provide pursuant to Section 8.2 below. Upon reasonable request, the Company shall provide such reports to Yissum.

 

6.7.Any act or omission of the Sublicensee which is not promptly remedied by the Company or the Sublicensee and which would have constituted a breach of this Agreement by the Company had it been an act or omission of the Company, and which the Company has not made best efforts to promptly cure, including termination of the Sublicense, shall constitute a breach of this Agreement by the Company provided, however, that any such breach shall be subject to a cure period consistent with the terms of this Agreement.

 

6.8.The Company shall not be entitled to grant any rights whatsoever in respect of the Licensed Technology or the Product to any third party, including rights of distribution/distributorship, except by means of a Sublicense or Subcontracting Agreement.

 

 12 

 

 

7.License Consideration

 

In consideration for the grant of the License, the Company shall pay Yissum the following consideration during the term of the License as set forth in Section 4 above:

 

7.1.Royalties:

 

7.1.1.Royalties at a rate of [            ] of Net Sales of Products by the Company or its Affiliates (the “Company Royalties”), subject to the Reductions. ;.

 

7.1.2.Notwithstanding the foregoing the following provisions shall apply with respect to reductions in the Royalties payments (the “Reductions”):

 

Generic Competition: In the event that during the Term of the License (as defined in Section 4 above), there is any Generic Competition (as defined below) with respect to a particular Product in a particular country in which such Product is being sold, and for so long as such Generic Competition persists, the royalty amount payable to Yissum for sales of such Product (only) in such country shall be reduced by [            ] [(               )].

 

For the purpose of this Section 7.1.2 only “Generic Competition” shall mean, with respect to a particular Product in a particular country, when (a) one or more Generic Product(s) are being marketed in such country; and (b) there are no Valid Claims covering such Product provided, however, that for defining a Generic Product in the United States the criteria will be either having no Valid Claim covering the United States or having Paragraph IV certification or regulatory exclusivity in respect of such Product, in such country.

 

“Generic Product” shall mean a product (a) containing an active pharmaceutical ingredient or component that is equivalent to the active ingredient or component in a particular Product being sold in a particular country; and (b) that has obtained regulatory approval by means of establishing equivalence to such Product; and (c) that is legally marketed in such country by an entity other than the Company, its Affiliates and/or Sublicensees; and (d) that at the end of the applicable calendar year, due to the marketing and sales of the Generic Product, there is a reduction in the volume of sales of such Product in such country by the Company, its Affiliates and/or Sublicensees, in comparison to the previous calendar year, by at least [                                        ].

 

7.1.3.Royalties of Net Sales of Products by Sublicensees at a rate equal to the lesser of (i) [            ] of Net Sales of Products by the particular Sublicensee (or its Affiliates) or (ii) [             ] of any proceeds, or consideration or benefit of any kind whatsoever, that the Company or its Affiliates receive from such Sublicensee as a result of any sales of Products by the Sublicensee (or its Affiliates subject to the deductions set out below), payable on a Product by Product and country by country basis,(the “Sublicense Royalties”) subject to the Reductions. The determination whether to pay pursuant to (i) or (ii) shall be made on a payment-by-payment basis.

 

 13 

 

 

(The “Company Royalties” and the “Sublicense Royalties” shall collectively be referred to as the “Royalties”)

 

7.1.4.For purposes of determining royalty payments on sales of Combination Products, “Net Sales” shall be adjusted by multiplying the actual Net Sales of such Combination Product during the applicable royalty reporting period, by the fraction A/(A+B) where: “A” is the average sale price of the Product contained in the Combination Product when sold separately by the Company or its Affiliate; and “B” is the average sale price of the other Additional Ingredients included in the Combination Product when sold separately by its supplier, in each case during the applicable royalty reporting period or if sales of both the Product and/or other Additional Ingredients did not occur in such period, then in the most recent royalty reporting period in which sales of both occurred. In the event that such average sale price cannot be determined for both the Product and all other Additional Ingredients included in the Combination Product, Net Sales for the purpose of determining royalty payments shall be calculated by multiplying the Net Sales of the Combination Products by the fraction of C/(C+D) where “C” is the fair market value of the Product and “D” is the fair market value of all other Additional Ingredients included in the Combination Product. In such event, the Parties shall negotiate in good faith to arrive at a determination of the respective fair market values of the Product and all other Additional Ingredients included in the Combination Product.

 

7.1.5.In the event that the Company or an Affiliate of the Company is legally required to make royalty payments, and actually make such payments, at fair market terms after arms’ length negotiations, to one or more third parties to obtain a Third Party License from such third party(ies) in a particular country, the Company may offset such third-party payments against the royalty payments that are due to Yissum pursuant to Sections 7.1.1, 7.1.2 or 7.1.3 with respect to sales in such country; provided however, that in no event, shall the royalty payments to Yissum on Net Sales of such Product be reduced, on an annual basis, by more than [         ] as a result of the foregoing Third Party License deduction.

 

Notwithstanding Section 7.1.5, in the event the royalties the Company or its Affiliate are legally required to pay for a Third Party License as described in Section 7.1.5 relate to an Additional Ingredient included in a Combination Product, the Company shall not be entitled to reduce the royalty payments under Section 7.1.5.

 

7.2.Milestone Payments:

 

7.2.1.The Company shall pay Yissum the following amounts in connection with the achievement of the following milestones (whether by the Company, an Affiliate or a Sublicensee):

 

 14 

 

 

Milestone   Payment
Upon dosing of the first patient in the first in-human trial   [                                ]
     
Upon the dosing of the first patient in a pivotal Phase IIb/Phase III trial   [                                ]
     
Upon Approval of an NDA in the US   [                                ]
     
Upon approval of an equivalent marketing application in any EU country   [                                ]
     
Upon the first approval of an equivalent marketing application in either China or Canada   [                                ]

  

7.3.Sublicense fees:

 

7.3.1.Sublicense fees at a rate of [           ] of Sublicense Consideration.

 

8.Reports and Accounting

 

8.1.The Company shall give Yissum written notice of any (i) Sublicense Consideration received; (ii) First Commercial Sale made; or (iii) Milestone achieved; within 30 days of the particular event.

 

8.2.Within 60 days after the end of each calendar quarter commencing from the earliest of (i) the First Commercial Sale; (ii) the grant of a Sublicense or receipt of Sublicense Consideration; or (iii) the occurrence of a Milestone, the Company shall furnish Yissum with a quarterly report (“Periodic Report”), certified as being correct by an executive officer of the Company, detailing the total sales and Net Sales effected during the preceding quarter, the total Sublicense Consideration received during the preceding quarter and the total Royalties, Sublicense Fees and, if relevant, any payments on account of the achievement of Milestone due to Yissum in respect of that period. Once the events set forth in Subsection (i), (ii) or (iii) above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties, Sublicense Fees or payments on account of the achievement of Milestone are payable for a particular calendar quarter. The Periodic Reports shall contain full particulars of all sales made by the Company, Affiliates or Sublicensees and of all Sublicense Consideration received, including a breakdown of the number and type of Products sold, discounts, returns, the country and currency in which the sales were made, invoice dates and all other data enabling the Royalties and Sublicense Fees payable to be calculated accurately.

 

 15 

 

 

8.3.The Company shall pay the amounts due to Yissum for the reported period within 60 days of the presentation of the Periodic Report against an invoice issued by Yissum for such amounts. All payments under this Agreement shall be computed and paid in US dollars, using the appropriate foreign exchange rate reported by the Bank of Israel on the last working day of the calendar quarter. Payment of value added tax or any other tax, charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 7 above, shall be borne by the Company and added to each payment in accordance with the statutory rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any taxes, provided that Yissum shall supply such Israeli entity, at its request, with a tax certificate indicating an official exemption from tax withholding, for so long as Yissum has such a certificate. For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made without the withholding of any taxes where permitted by applicable law. Payments may be made by check or by wire transfer to the following account:

 

Name of Bank: Hapoalim

Bank Key: 12

Bank’s address: 1 Hamarpe Street, Jerusalem, Israel

Branch: Jerusalem Business Branch - 436

Bank account Number: 12-436-142-155001

Swift Code: POALILIT

 

8.4.The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance with applicable Generally Accepted Accounting Principles as required by international accounting standards enabling the Royalties and Sublicense Fees to be calculated accurately. Starting from the first calendar year after the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual report, certified as being correct by an executive officer of the Company, shall be submitted to Yissum within 90 days of the end of each calendar year, detailing Net Sales and Sublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”). The Annual Reports shall also include the Company’s sales and royalty forecasts for the following calendar year, if available.

 

The Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective.

 

8.5.Yissum will allow the Company a credit against future Royalties to be paid for Royalties previously paid on account of Net Sales the account receivable of which was subsequently written off by the Company; provided, if payment of any account for Net Sales which was deducted is subsequently paid, such account shall be deemed a part of Net Sales hereunder.

 

 16 

 

 

8.6.Yissum shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s and its Affiliates’ books of account, records and other relevant documentation to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, provided that Yissum shall coordinate such inspection with the Company or Affiliate (as the case may be) in advance. In addition, Yissum may require that the Company, through the Auditors, inspect during normal business hours the books of account, records and other relevant documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose of verifying the performance of the Company’s payment obligations under this Agreement, the calculation of amounts due to Yissum under this Agreement and of all financial information provided in the Periodic Reports, and the Company shall cause such inspection to be performed. The Parties shall reconcile any underpayment or overpayment within 30 days after the Auditors deliver the results of the audit. Any underpayment shall be subject to interest in accordance with the terms of Section 8.7 below. If the Parties cannot reach a reconciliation, either Party shall have the right to submit any dispute to an independent international accounting firm for final resolution. In the event that any final resolution confirms any underpayment by the Company to Yissum in respect of any year of the Agreement in an amount exceeding 5% of the amount actually paid by the Company to Yissum in respect of such year, then the Company shall, in addition, pay the cost of such inspection. The expenses associated with the engagement of the aforesaid international accounting firm shall be paid by the non-prevailing Party in such dispute.

 

8.7.Any sum of money due Yissum which is not duly paid on time shall bear interest from the due date of payment until the actual date of payment at the rate of annual LIBOR plus 5% per annum accumulated on a monthly basis.

 

9.Ownership

 

9.1.All right, title and interest in and to the Licensed Technology vest and shall vest solely in Yissum, and the Company shall hold and make use of the rights granted pursuant to the License solely in accordance with the terms of this Agreement.

 

9.2.All rights in the Development Results shall be solely owned by the Company, except to the extent that an employee of the University, including, the Researcher, is considered an inventor of a patentable invention arising from the Development Results, in which case such invention and all patent applications and/or patents claiming such invention (“Joint Patents”) shall be owned jointly by the Company and Yissum, as appropriate.

 

9.3.[RESERVED]

 

10.Patents

 

10.1.Within 30 days of the Effective Date, the Company shall reimburse Yissum for all previous documented expenses and costs actually incurred by Yissum and relating to the registration and maintenance of the Licensed Patents listed in Appendix A.

 

 17 

 

 

10.2.Yissum, in consultation with the Company, shall be responsible for the filing, prosecution and maintenance of the Licensed Patents in the Territory, at the Company’s expense (the “Ongoing Patent Expenses”). Each application and every patent registration shall be made and registered in the name of Yissum or, should the law of the relevant jurisdiction so require, in the name of the relevant inventors and then assigned to Yissum. The Company agrees to have Yissum’s patent counsel directly bill the Company for such expenses and shall directly pay such bills in accordance with patent counsel’s directions. Notwithstanding the foregoing, Yissum agrees that in the event the Company grants a Sublicense or upon the Company executing a merger, acquisition or similar transaction, whichever first occurs, the Company shall have the right to notify Yissum that it desires to assume responsibility and decision-making for the filing, prosecution and maintenance of the Licensed Patents in the Territory, subject to the Company complying with the remainder of the provisions of this Article regarding consultation and payment (the “Patent Control Election”).

 

10.3.The Company undertakes and warrants that no amounts utilized by the Company for such payment of Ongoing Patent Expenses or for the reimbursement of Yissum’s past documented expenses and costs relating to the registration and maintenance of the Licensed Patents listed in Appendix A will be (i) funding provided by the Israel Innovation Authority (the “IIA”); (ii) funding that is earmarked as supplementary funding (“mimun mashlim”) for an IIA approved project; or funding provided to the Company from any other governmental or regulatory institution of the State of Israel.

 

10.4.Subject to the above, the Parties shall consult and make every effort to reach agreement in all respects relating to the manner of making applications for and registering the patents, including the time of making the applications, the countries where applications will be made and all other particulars relating to the registration and maintenance of the Licensed Patents. Notwithstanding the foregoing but subject to the Patent Control Election set out in Section 10.2, Yissum reserves the sole right, acting in good faith, to make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent applications and patents.

 

10.5.The Parties shall assist each other in all respects relating to the preparation of documents for the registration of any patent or any patent-related right upon the request of the other Party. Both Parties shall take all appropriate action in order to assist the other to extend the duration of a Licensed Patent or obtain any other extension obtainable under law, to maximize the scope of the protection afforded by the Licensed Patents.

 

10.6.In the event that the Company is approached by a patent examiner or attorney in connection with any matter that is the subject matter of this Agreement, it shall give Yissum immediate notice of such approach. The Company shall only reply to such approaches after consultation with Yissum and subject to its consent, unless otherwise advised by counsel that a response is mandatory.

 

 18 

 

 

10.7.The Company, shall mark, and shall cause its Affiliates and Sublicensees to mark, all Products covered by one or more of the Licensed Patents with patent numbers (or the legend “patent pending”) applicable to such Product. The Company shall ensure that its Sublicensee complies with the provisions of this Section.

 

10.8.If at any time during the term of this Agreement the Company decides that it is undesirable, as to one or more countries, to file, prosecute or maintain any patents or patent applications within the Licensed Patents, it shall give at least 90 days written notice thereof to Yissum, and upon the expiration of the 90 day notice period (or such longer period specified in the Company’s notice) the Company shall be released from its obligations to bear the expenses to be incurred thereafter as to such patent(s) or patent application(s). As of such time, such patent(s) or application(s) shall be removed from the Licensed Technology and Yissum shall be free to grant rights in and to such patent(s) or patent application(s) in such countries to third parties, without further notice or obligation to the Company, and the Company shall have no rights whatsoever to exploit such patent(s) or patent application(s) or the Know-How related thereto in such territories. Notwithstanding the foregoing, the Company shall be required to bear the costs and expenses for filing, prosecuting and maintaining the Licensed Patents in at least the following jurisdictions: United States, Canada, Japan, China, India, the United Kingdom, Germany and France. (the “Required Jurisdictions”) and Yissum agrees to file and prosecute the Licensed Patents in all such Required Jurisdictions and all additional jurisdictions which the Company requires, at the Company’s expense. Should the Company fail to do bear the costs and expenses or take in action in respect of the filing, prosecution and maintenance of the Licensed Patents in any one of the Required Jurisdictions, Yissum shall be entitled to terminate this Agreement subject to providing the Company with advance notice of 60 days and provided further that the Company failed to remedy such failure during such times, and without any need to compensate the Company in any manner.

 

10.9.The foregoing does not constitute an obligation, representation or warranty, express or implied, on the part of Yissum that any patent or patent registration application will indeed be made or registered or be registerable in respect of the Licensed Technology or any part thereof, nor shall it constitute an obligation, representation, or warranty, express or implied, on the part of Yissum that a registered patent will be valid or afford any protection. For the avoidance of doubt, nothing in this Agreement constitutes an obligation, representation or warranty, express or implied, on the part of Yissum regarding the validity of or the protection afforded by any of the patents or patent registration applications detailed in Appendix A or regarding the commercial exploitability or any other value of the Licensed Technology or that the Licensed Technology will not infringe the rights of any third party.

 

 19 

 

 

11.Patent Rights Protection

 

11.1.The Company and Yissum shall each inform the other promptly in writing of any alleged infringements by a third party of the Licensed Patents in the Territory, together with any available written evidence of such alleged infringement.

 

11.2.To the extent permitted by applicable law, if the Company, its Affiliate or any Sublicensee makes (directly or indirectly), any assertion, application or claim, or initiates or supports (directly or indirectly) any action or proceeding, that challenges the validity, enforceability or scope of any of the Licensed Patents (“Challenge Proceeding”), Yissum will have the right, at any time following the commencement of the Challenge Proceeding, to terminate this Agreement and the Royalty rates specified in this Agreement will be tripled with respect to Net Sales of Products that are sold, leased or otherwise transferred during the course of such Challenge Proceeding, and the percentage due to Yissum in respect of Sublicense Consideration will be tripled with respect to Sublicense Consideration during such period; provided, however, if a Sublicensee initiates a Challenge Proceeding, the Company shall have a 90-day period to enjoin the Sublicensee from undertaking the proceeding. If the outcome of such Challenge Proceeding is a determination in favor of Yissum, (a) the Royalty rate with respect to Net Sales of Products and the percentage due to Yissum with respect to Sublicense Consideration will remain at such triple rate as aforesaid; and (b) Company will reimburse Yissum for all expenses incurred by Yissum (including reasonable attorneys’ fees and court costs) in connection with such Challenge Proceeding. If the outcome of such Challenge Proceeding is a determination in favor of Company, Company will have no right to recoup any Royalties or Sublicense Fees paid before or during the course of such Challenge Proceeding.

 

11.3.The Company shall have the first right in its own name and at its own expense to initiate any legal action and enforce the Licensed Patents against any infringement of such Licensed Patents. Before the Company commences an action with respect to any infringement, the Company shall give careful consideration to the views of Yissum in making its decision whether or not to initiate any legal action. The Company shall continuously keep Yissum apprised of all developments in the action and shall continuously provide Yissum with full information and copies of all material documents relevant to the proceedings, including, all documents filed with the courts by the parties to the legal action(s) and all correspondence with the other parties to the proceedings, and shall seek Yissum’s input and approval on any substantive submissions or positions taken in the litigation regarding the scope, validity or enforceability of the Licensed Patents.

 

If Yissum shall determine that the legal actions taken by the Company may adversely affect Yissum’s rights hereunder, Yissum shall be entitled to appoint its own counsel to represent it in such litigation at its expense. If the Company elects to commence an action as described above and Yissum is a legally indispensable party to such action (being the registered owner of the infringed patent rights), Yissum, at the Company’s expense, may be joined as a co-plaintiff, provided that all the following conditions shall be fulfilled:

 

 20 

 

 

(a)the Company shall continuously provide Yissum with full information and copies of all material documents relevant to the proceedings, including, all documents filed with the courts by the parties to the legal action(s) and all correspondence with the other parties to the proceedings, as well as all drafts of written submissions relating to such legal action that are sent to the Company for review, and all Yissum’s comments in respect thereof will be taken into account;

 

(b)any out of pocket expenses incurred by the Company or Yissum in connection with such action(s), including all legal and litigation related fees and expenses, all out of pocket expenses for external assistance required to comply with any discovery or other motions and any costs or amounts awarded to the counterparties in such action(s) shall be borne by the Company;

 

(c)if Yissum shall determine that a conflict of interest exists between the Company and Yissum, Yissum shall be entitled, at its own expense, to appoint its own counsel to represent it in such litigation and the Company shall make best efforts to ensure that such counsel chosen by Yissum is fully informed and receives all material necessary to adequately participate in such action; and

 

(d)the Company shall bear all costs, expenses and awards incurred by or awarded against Yissum, with respect to any action filed against Yissum alleging that an action initiated by the Company pursuant to the terms of this Section 11 was anticompetitive, malicious, or otherwise brought for an improper purpose, whether by a counterparty to such aforementioned action or by any third party.

 

If Yissum is not required by law to be joined as a co-plaintiff, Yissum, to the extent permitted by law, and at its own cost, may elect to join the action as a co-plaintiff at its own initiative and shall jointly control the action with the Company. Irrespective of whether Yissum joins any such action as described above it shall provide reasonable cooperation to the Company. The Company shall reimburse Yissum for any reasonable costs it incurs as part of an action brought pursuant to this Section where Yissum has not elected to join the action as a co-plaintiff at its own initiative.

 

11.4.If the Company does not bring an action against an alleged infringer pursuant to Section 11.3, above, or has not commenced negotiations with said infringer for discontinuance of said infringement within 180 days after learning of said infringement, Yissum shall have the right, but not the obligation, to bring an action for such infringement at its own expense, and retain all proceeds from such action. If the Company has commenced negotiations with said infringer for the discontinuance of said infringement within such 180-day period, the Company shall have an additional period of 90 days from the end of the first 180-day period to conclude its negotiations before Yissum may bring an action for said infringement.

 

 21 

 

 

11.5.No settlement, consent judgment or other voluntary disposition of an infringement suit may be entered without the consent of Yissum, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that where the aforementioned settlement, judgment or disposition does not have any bearing on Yissum or the Licensed Technology such consent shall not be required. For the avoidance of doubt and notwithstanding anything to the contrary herein, should Yissum bring an action as set forth in Section 11.4 above, it shall have the right to settle such action by licensing the Licensed Technology, or part of it, to the alleged infringer unless the grant of such license would affect, limit or restrict the License granted pursuant to this Agreement in which case the Company’s consent shall be required, which consent shall not be unreasonably withheld, conditioned or delayed.

 

11.6.Any award or settlement payment resulting from an action initiated by the Company pursuant to this Section 11 shall be utilized, first to effect reimbursement of documented out-of-pocket expenses incurred by both Parties in relation to such legal action, and thereafter shall be paid to the Company and shall be deemed Sublicense Consideration received under this Agreement, in respect of which Sublicense Fees shall be due to Yissum.

 

11.7.If either Party commences an action and then decides to abandon it, such Party will give timely notice to the other Party. The other Party may continue the prosecution of the suit after both Parties agree on the sharing of expenses.

 

11.8.The Company shall use its best efforts at its own expense to defend any action, claim or demand made by any entity against the Company or Yissum in connection with rights in the Licensed Technology, and shall indemnify and hold harmless Yissum and the other Indemnitees (defined in Section 14.4 below) from and against all losses, damages and expenses arising in such regard. Each Party shall notify the other immediately upon learning of any such action, claim or demand as aforesaid.

 

12.Confidentiality

 

12.1.For the purposes of this Agreement (i) “Yissum Confidential Information” means this Agreement and the terms hereof and any and all reports, details, data, formulations, solutions, designs, and inventions and other information disclosed to the Company or any of its Representatives by Yissum or any of Yissum’s Representatives in connection with the Licensed Technology, Yissum, the University, the Researcher and other Representatives of Yissum and/or the University, whether in written, oral, electronic or any other form, except and to the extent that that any such information: (a) was known to the Company at the time it was disclosed, other than by previous disclosure by or on behalf of Yissum, as evidenced by the Company’s written records at the time of disclosure; (b) is in the public domain at the time of disclosure or becomes part of the public domain thereafter other than as a result of a violation by the Company or any of its Representatives of the confidentiality obligations herein; (c) is lawfully and in good faith made available to the Company by a third party who is not subject to obligations of confidentiality with respect to such information; or (d) is independently developed by the Company without the use of Yissum Confidential Information, as demonstrated by documentary evidence; and (ii) “Company Confidential Information” means this Agreement and the terms hereof and any and all reports, details, data, formulations, solutions, designs, and inventions and other information disclosed by or on behalf of the Company under this Agreement, whether in written, oral, electronic or any other form, except and to the extent that any such information: (a) was known to Yissum or the University at the time it was disclosed, other than by previous disclosure by or on behalf of the Company, as evidenced by Yissum’s or the University’s written records at the time of disclosure; (b) is in the public domain at the time of disclosure or becomes part of the public domain thereafter other than as a result of a violation by Yissum or its Representatives of the confidentiality obligations herein; (c) is lawfully and in good faith made available to Yissum or the University by a third party who is not subject to obligations of confidentiality with respect to such information; or (d) is independently developed by Yissum or the University without the use of the Company Confidential Information, as demonstrated by documentary evidence.

 

 22 

 

 

12.2.The Company undertakes that during the term of this Agreement and for a period of five (5) years subsequent thereto, it shall maintain full and absolute confidentiality of and shall not use the Yissum Confidential Information other than for the purposes of this Agreement. The Company undertakes not to convey or disclose any of the Yissum Confidential Information to any third party without the prior written permission of Yissum. The Company shall be liable for its officers or employees or other Representatives maintaining absolute confidentiality of and not using or disclosing the Yissum Confidential Information except as expressly provided herein. The Company shall treat such Yissum Confidential Information with the same degree of care and confidentiality that it maintains or protect its own confidential information, but in any event, no less than a reasonable degree of care and confidentiality.

 

12.3.Notwithstanding the foregoing, the Company may only disclose the Yissum Confidential Information:

 

(a)to those of its Representatives who have a “need to know” such information as necessary for the exercise of its rights and/or performance of its obligations hereunder, provided that such Representatives are legally bound by agreements which impose similar confidentiality and non-use obligations to those set out in this Agreement. The Company shall be responsible for ensuring that its Representatives abide by such undertakings of confidentiality; and

 

(b)to any potential third party investor, including, any government, public foundation and/or private foundation, in connection with seeking potential funding for the Company, provided that such potential third party investor has executed a confidentiality and non-use agreement which imposes similar obligations to those set out in this Agreement or is otherwise subject to comparable binders of confidentiality and non-use; and

 

 23 

 

 

(c)

to any competent authority for the purposes of obtaining any approvals or permissions required for the exercise of the License and/or the implementation of this Agreement, or in the fulfillment of a legal duty owed to such competent authority (including a duty to make regulatory filings or to comply with any other reporting requirements); and

 

to the extent required to be disclosed under any law, rule, regulation, court, or order of any competent authority, provided that the Company promptly notifies Yissum thereof in order to enable Yissum to seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such information (with the Company’s assistance, if necessary), and such disclosure shall be made to the minimum extent required.

 

12.4.Yissum undertakes that during the term of this Agreement and for a period of five (5) years subsequent thereto, it shall maintain in confidence, and shall not use the Company Confidential Information other than for the purposes of this Agreement. Yissum undertakes not to convey or disclose any of the Company Confidential Information to any third party without the prior written permission of the Company. Yissum shall treat such Company Confidential Information with the same degree of care and confidentiality that each of them maintains and protects its own confidential information, but in any event, no less than a reasonable degree of care and confidentiality.

 

12.5.Notwithstanding the foregoing, Yissum may only disclose the Company Confidential Information:

 

(a)to the University and to those of the Representatives of Yissum and/or the University who have a “need to know” such information as necessary for the exercise of Yissum’s rights and/or performance of Yissum’s obligations hereunder, provided that such Representatives are legally bound by agreements which impose similar confidentiality and non-use obligations to those set out in this Agreement; and

 

(b)to any competent authority in connection with the filing and prosecution of patent applications relating to the Licensed Technology, or in the fulfillment of a legal duty owed to any competent authority; and

 

(c)to the extent required to be disclosed under any law, rule, regulation, court, or order of any competent authority, provided that Yissum promptly notifies the Company thereof in order to enable the Company to seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded to such information (with Yissum’s assistance, if necessary), and such disclosure shall be made to the minimum extent required.

 

12.6.The Company shall be responsible and liable to Yissum for any breach by its Representatives, Affiliates, Subcontractors, Sublicensees and investors of the undertakings of confidentiality set forth in this Section 12 as if such breach were a breach by the Company itself.

 

 24 

 

 

12.7.Yissum shall be responsible and liable to the Company for any breach by it, the University, the Researcher or their employees of the undertakings of confidentiality set forth in this Section 12.

 

12.8.Without prejudice to the foregoing, the Company shall not mention the name of the University, Yissum or the Researcher, unless required by law, in any manner or for any purpose in connection with this Agreement, the subject of the Research or any matter relating to the Licensed Technology, without obtaining the prior written consent of Yissum; provided, however, the limitation set forth herein shall not apply as provided in Section 12.10. below.

 

12.9.Neither Party shall issue any press release or other media statement regarding the terms of this Agreement or any developments of the Licensed Technology without the prior written approval of the other Party, except as provided in Section 12.10 hereof.

 

12.10.Notwithstanding any provision herein to the contrary, the Company shall have the right to mention the name of the University, Yissum and the Researcher and disclose information regarding the Licensed Technology, including without limitation, the existence of this Agreement, the subject matter of this Agreement, any published Licensed Patents, the subject of any Research or any general, non-confidential information relating to the Licensed Technology, without obtaining Yissum’s prior consent, in connection with any securities filings, any capital raising efforts and for public information purposes including press releases, industry conferences and media interviews.

 

12.11.The provisions of this Section shall be subject to permitted publications pursuant to Section 13 below.

 

13.Publications

 

13.1.Yissum shall ensure that no publications in writing, in scientific journals or orally at scientific conventions relating to the Licensed Technology, the Development Plan, or the Product, which are subject to the terms and conditions of this Agreement, are published by it or the Researcher, without first seeking the consent of the Company.

 

13.2.The Company undertakes to reply to any such request for publication by Yissum within 30 days of its receipt of a request in connection with the publication of articles in scientific journals, and within 15 days of its receipt of a request in connection with article abstracts. The Company may only decline such a request upon reasonable grounds, which shall be fully detailed in writing, requiring the postponement of such publication because it contains patentable subject matter for which patent protection should be sought, the removal of any Company Confidential Information other than the publication of Research Results. [YISSUM NOTE: THS DOES MAKE SENSE. IF ANY UNDERLYING INFRMATION IS CONFIDENTIAL, THE COMPANY MAY REMOVE IT. BUT WE CANNOT LIMIT THE RESEARCER’S RIGHT TO PUBLISH EXCEPT AS SET FORTH IN THIS SECTION].

 

 25 

 

 

13.3.Should the Company decide to object to publication as provided in sub-Section 13.2, the publication shall be postponed for a period of not more than three (3) months from the date the publication was sent to the Company, provided the Company’s objections to publication are adequately addressed.

 

13.4.The provisions of this Section 13 shall not prejudice any other right, which Yissum has pursuant to this Agreement or at law.

 

14.Liability and Indemnity

 

14.1.TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YISSUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE VALIDITY OF ANY OF THE LICENSED PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE COMPANY OR TO ANY THIRD PARTY FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THIS AGREEMENT AND/OR THE EXERCISE OF THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY PRODUCT; (ii) THE USE OF THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING.

 

14.2.IN NO EVENT SHALL YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY BE LIABLE TO THE COMPANY OR ANY OF ITS AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY THE COMPANY OR ITS AFFILIATES OR ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT.

 

 26 

 

 

14.3.The Company shall be liable for any loss, injury or damage whatsoever caused directly or indirectly to or suffered by its employees or any Representatives of Yissum or the University (including the Researcher and his/her team), or to any third party by reason of the Company’s acts or omissions pursuant to this Agreement or by reason of any use made by the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees and their respective business associates and customers of the Licensed Technology, the Development Results or any Product or exercise of the License.

 

14.4.The Company undertakes to indemnify, defend and hold harmless Yissum, the University, and any of their respective Representatives (including the Researcher and his/her team) (herein referred to jointly and severally as “Indemnitees”) from and against any third party claim, investigation or liability including, product liability, damage, loss, costs and expenses, including legal costs, attorneys’ fees and litigation expenses, incurred by or imposed upon the Indemnitees by reason of any acts or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the development, manufacture, marketing, sale, use or other exploitation, or sublicensing (as applicable) of any Product, or Licensed Technology, or the exercise of the License (a “Claim”).

 

If any Indemnitee receives notice of any Claim, the Indemnitee shall, as promptly as is reasonably possible, give the Company notice thereof. Yissum and the Company shall consult and cooperate with each other regarding the response to and the defense of any such Claim and the Company shall, upon its acknowledgment in writing of its obligation to indemnify the Indemnitee, be entitled to and shall assume the defense or represent the interests of the Indemnitee in respect of such Claim, that shall include the right to select and direct legal counsel and other consultants to appear in proceedings and to propose, accept or reject offers of settlement, all at its sole cost; provided, however, that no such settlement shall be made without the written consent of the Indemnitee, such consent not to be unreasonably withheld, conditioned or delayed. Nothing herein shall prevent the Indemnitee from retaining its own counsel and participating in its own defense at its own cost and expense.

 

The Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University, and by the Researcher.

 

 27 

 

 

14.5.Within thirty days of the Effective Date, the Company shall procure and maintain, at its sole cost and expense, policies of commercial general liability insurance reasonable commensurate with the nature of its business, stage of development, and in amounts that are customary in the industry for similar circumstances. Such policy shall name Yissum and the University as additional insureds. The policy or policies so issued shall include a “cross-liability” provision pursuant to which the insurance is deemed to be separate insurance for each named insured (without right of subrogation as against any of the insured under the policy, or any of their representatives, employees, officers, directors or anyone in their name). If the Company elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of a $250,000 annual aggregate), such self-insurance program shall include assets or reserves which have been actuarially determined for the liabilities associated with this Agreement and must be reasonably acceptable to Yissum.

 

The minimum amounts of insurance coverage required above shall not be construed to create a limit of the Company’s liability with respect to its indemnification obligations under this Section 14.

 

14.6.The Company shall provide Yissum with written evidence of such insurance upon request. The Company shall provide Yissum with written notice at least 15 days prior to the cancellation, non-renewal or material change in such insurance. If the Company does not obtain replacement insurance providing comparable coverage within such 15 day period, Yissum shall have the right to terminate this Agreement effective at the end of such 15 day period without notice or any additional waiting periods.

 

14.7.The Company shall maintain, at its own expense, liability insurance as set forth in Section 14 above, beyond the expiration or termination of this Agreement as long as a Product relating to or developed pursuant to this Agreement is being commercially distributed or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by applicable laws.

 

15.Termination of the Agreement

 

15.1.Unless otherwise agreed by the Parties in writing, this Agreement shall terminate upon the occurrence of the later of the following: (i) the date of expiry of the last of the Licensed Patents anywhere in the Territory; (ii) the date of expiration of the last exclusivity on a Product granted by a regulatory or government body within the Territory; (iii) the expiry of a continuous period of 20 years during which there shall not have been a First Commercial Sale of any Product in any country in the Territory; and (iv) if the Company elects to obtain an exclusive license to the Know-How pursuant to Section 4 above - the date of expiry of the period of such exclusive license.

 

15.2.Without prejudice to the Parties’ rights pursuant to this Agreement or at law, either Party may terminate this Agreement by written notice to the other in any of the following cases:

 

 28 

 

 

15.2.1immediately upon such written notice, if: (i) the other Party passes a resolution for voluntary winding up or a winding up application is made against it and not set aside within 60 days; or (ii) a receiver or liquidator is appointed for the other Party; or (iii) the other Party enters into winding up or insolvency or bankruptcy proceedings. Each of the Parties undertakes to notify the other within seven (7) days if any of the abovementioned events occur; or

 

15.2.2upon breach of this Agreement, where such breach has not been remedied within 30 days from the breaching Party’s receipt of written notice from the non-breaching Party requiring such remedy. Notwithstanding the foregoing, in the event that any breach is not susceptible of cure within the stated period and the breaching party uses diligent good faith efforts to cure such breach, the stated period will be extended by a reasonable additional period of time to effect a cure, to be mutually agreed by the Parties.

 

15.3.In addition to the above, and without prejudice to Yissum’s rights pursuant to this Agreement or at law, Yissum shall be entitled to terminate this Agreement immediately upon written notice to the Company in the following circumstances:

 

15.3.1failure to meet a Development Milestone in accordance with Section 5.5;

 

15.3.2if an attachment is made over the Company’s assets or if execution proceedings are taken against the Company and the same are not set aside within 30 days of the date the attachment is made or the execution proceedings are taken or the Company seeks protection under any laws or regulations, the effect of which is to suspend or impair the rights of any or all of its creditors, or to impose a moratorium on such creditors and such act is not cancelled within 30 days of the performance thereof;

 

15.3.3uncured lapse of insurance coverage under Section 14 above;

 

15.3.4failure to defend against third party claims as required under Section 11 above;

 

15.3.5if the Company, its Affiliate or a Sublicensee initiates, supports or makes a Challenge Proceeding as detailed in Section 11.2 above subject to the Company’s rights to enjoin any such proceeding initiated by a Sublicensee as set forth in Section 11.2.

 

15.4.The Company may terminate this Agreement upon 60 days’ prior written notice to Yissum.

 

 29 

 

 

15.5.Upon termination of this Agreement for any reason other than the expiration of its term, the License shall terminate, the Licensed Technology and all rights included therein shall revert to Yissum, and Yissum shall be free to enter into agreements with any other third parties for the granting of a license or to deal in any other manner with such right as it shall see fit at its sole discretion. Notwithstanding the foregoing, any existing agreements that contain a Sublicense of the Licensed Technology shall terminate to the extent of such sublicense; provided, however, that, for each Sublicensee, upon termination of the sublicense agreement with such Sublicensee, and provided that the Sublicensee is not then in breach of its Sublicense agreement Yissum shall be obligated, at the request of such Sublicensee, to enter into a new license agreement with such Sublicensee on substantially the same terms as those contained in such Sublicense agreement, provided that such terms shall be amended, if necessary, to the extent required to ensure that such sublicense agreement does not impose any obligations or liabilities on Yissum which are not included in this Agreement.

 

The Company shall return or transfer to Yissum, within 30 days of termination of the License, all material, in soft or hard copy, relating to the Licensed Technology or Products connected with the License, and it may not make any further use thereof. In case of termination as set out herein, the Company will not be entitled to any reimbursement of any amount paid to Yissum under this Agreement. Yissum shall be entitled to conduct an audit in order to ascertain compliance with this provision and the Company agrees to allow access to Yissum or its representatives for this purpose.

 

15.6.The Company will prepare and present all regulatory filings necessary or appropriate in any country and will obtain and maintain any regulatory approval required to market Products in any such country, at all its own expense. Company will solely own all right, title and interest in and to all such regulatory approvals and filings; provided, however, that (1) Company will provide copies thereof to Yissum on an on-going basis; and (2) without derogating from Company’s assignment undertaking in this Section 15.6 below, upon termination of the License (in whole or in part), Company agrees that Yissum shall have the right, on its own or via third parties, to reference, cross-reference, review, have access to, incorporate and use all documents and other materials filed by or on behalf of Company and its Affiliates with any regulatory authority in furtherance of applications for regulatory approval in the relevant country with respect to Products.

 

Upon the termination of the Agreement for any reason other than the expiration of its term or due to an uncontested, uncured breach by Yissum (as set forth in Section 15.2.2 above), the Company shall transfer and assign to Yissum all of the Development Results and any information and documents, in whatever form, relating thereto, including any data, results, regulatory information (including applications, registrations, licenses, authorizations, approvals and all clinical studies, tests, and manufacturing batch records relating to a Product, and all data contained in any of the foregoing) and files that relate to the Licensed Technology or the Product(s) (collectively, the “Assigned Development Results”). The Company shall fully cooperate with Yissum to effect such transfer and assignment and shall execute any document and perform any acts required to do so.

 

 30 

 

 

In the event that the Development Results transferred and assigned to Yisum shall be licensed to a third party and shall generate license fees and/or royalties and/or sublicense fees to Yissum or Yissum’s designate or any assignee, then Yissum shall pay to the Company 25% of the Net Proceeds (as defined below) actually received by Yissum or Yissum’s designate or any assignee in respect of such license to such third party, until such time as the Company shall have received, in aggregate, the full amount of the documented out-of-pocket expenses actually incurred by the Company pertaining to the Development Results, less any amounts received or receivable by the Company from third parties in connection with the Licensed Technology or Development Results prior to the transfer and assignment of the Development Results to Yissum, as certified by external independent auditors agreed upon by the Parties (the “Development Reimbursement”). Yissum shall pay to the Company amounts, if any, payable under this provisions within 30 days of receipt of the relevant Net Proceeds. For the purpose of this section, “Net Proceeds” means royalties or license fees actually received by Yissum or Yissum’s designate or any assignee in respect of such license with a third party (excluding funds for research and/or development at the University, or payments for the supply of services) after deduction of unreimbursed costs and expenses resulting from the termination of this Agreement, including without limitation unreimbursed patent costs.

 

Without derogating from the force and effect of the foregoing assignment undertaking, the Parties acknowledge and agree that if under applicable law the aforesaid assignment undertaking will not be fully enforceable, then the part (if any) of such undertaking which is enforceable shall remain in full force and effect, and the part (or whole) which is not enforceable shall be automatically replaced with an irrevocable grant by the Company to Yissum, binding upon all of the Company’s acquirers, successors and assignees, of an unrestricted, perpetual, irrevocable, worldwide, royalty-free, license to use, exploit, transfer and sublicense (on a multi-tier basis) the Assigned Development Results, for any and all purposes and uses. To the extent permitted by applicable law, such license will be exclusive.

 

Notwithstanding anything to the contrary in Section 11 (Confidentiality) or elsewhere in this Agreement, Yissum (on its own or via third parties) shall be entitled to freely exploit the Assigned Development Results without any obligation of confidentiality to the Company.

 

Notwithstanding the foregoing, neither the termination of this Agreement for any reason nor the expiration of the License shall release the Company from its obligation to carry out any financial or other obligation which it was liable to perform prior to the Agreement’s termination or the License’s expiration. In the event that the Company terminates this Agreement, it shall be required to continue paying all Ongoing Patent Expenses for those Licensed Patents in existence on the date of notice of such termination, including expenses incurred by reason of examinations and extensions, for six (6) months following the effective date of such termination; provided such expenses are included as part of the Development Reimbursement. In addition, Sections 7, 8, 9, 12, 14, 15, 16 and 18 shall survive the termination of this Agreement to the extent required to effectuate the intent of the Parties as reflected in this Agreement.

 

 31 

 

 

16.Law

 

16.1.The provisions of this Agreement and everything concerning the relationship between the Parties in accordance with this Agreement shall be governed exclusively by Israeli law without application of any conflict of law principles that direct that the laws of another jurisdiction apply and jurisdiction shall be granted to the competent court in Jerusalem exclusively, except that Yissum may bring suit against the Company in any other jurisdiction outside the State of Israel in which the Company has assets or a place of business. The Company undertakes not to object to the enforcement against it of writs and decisions issued by any other jurisdiction outside the State of Israel under such circumstances. The Company hereby waives any immunity it may have against enforcement of any judgment so obtained against it by Yissum and waives any rights or claims that it may have with respect to forum non-conveniens.

 

16.2.Each Party agrees that any breach or threatened breach of the terms and conditions of this Agreement governing confidentiality or the exploitation and use of the Licensed Technology may cause irreparable harm, that may be difficult to ascertain and that monetary damages may not afford an adequate remedy. Accordingly, in addition to all other rights and remedies that may be available to the non-breaching Party under this Agreement or by law, such Party shall be entitled to seek, in the courts and under the law mutually agreed to in Section 16.1 above, injunctive relief without proof of damages.

 

17.Miscellaneous

 

17.1.Relationship of the Parties. It is hereby agreed and declared between the Parties that they shall act in all respects relating to this Agreement as independent contractors and there neither is nor shall there be any employer-employee or principal-agent relationship or partnership relationship between the Company (or any of its employees) and Yissum. Each Party will be responsible for payment of all salaries and taxes and social welfare benefits and any other payments of any kind in respect of its employees and officers, regardless of the location of the performance of their duties, or the source of the directions for the performance thereof.

 

17.2.Assignment. No Party may transfer or assign or endorse its rights, duties or obligations pursuant to this Agreement to another, without the prior written consent of the other Parties, which consent shall not be unreasonably denied, conditioned or delayed, except that each Party may, without such consent, assign this Agreement and the rights, obligations and interests of such Party, in whole or in part, to any of its Affiliates, to any purchaser of all or substantially all of its assets, or to any successor corporation resulting from any merger or consolidation of such Party with or into such corporation provided in each case that such assignee agrees to be bound in writing by the terms and conditions of this Agreement.

 

 32 

 

 

17.3.No waiver. No waiver by any Party, whether express or implied, of its rights under any provision of this Agreement shall constitute a waiver of such Party’s rights under such provisions at any other time or a waiver of such Party’s rights under any other provision of this Agreement. The failure or delay of a Party to claim the performance of an obligation of another Party shall not be deemed a waiver of the performance of such obligation or of any future obligations of a similar nature.

 

17.4.Representation by Legal Counsel. Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in drafting this Agreement. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party which drafted such terms and provisions.

 

17.5.Legal Costs. Each Party shall bear its own legal expenses involved in the negotiation and drafting of this Agreement.

 

17.6.Disclosure of Agreements with Researcher. The Company shall disclose to Yissum any existing agreement or arrangement of any kind with the Researcher and or any representative of the Researcher, and shall not enter into any such agreement or arrangement without the prior written consent of Yissum.

 

17.7.Taxes. Monetary amounts mentioned in this agreement do not include value added tax (“VAT”), or any duties or other taxes.

 

17.8.Severability. The provisions of this Agreement are severable and, in the event that any one or more of the provisions or part of a provision contained in this Agreement shall, for any reason, be held by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement; but such provision shall be modified as set out below and the balance of this Agreement shall be interpreted as if such provision were so modified. The Parties shall negotiate in good faith in order to agree on the terms of an alternative provision which complies with applicable law and achieves, to the greatest extent possible, the same effect as would have been achieved by the invalid, illegal or unenforceable provision. In the event that the Parties fail to agree within 30 days, the head of the Israeli Bar Association (on his/her own or via a representative that he/she appoints) (“Deciding Expert”) will determine the text of the alternative provision, and each Party shall bear its own costs and the Parties shall equally bear the fees and expenses of the Deciding Expert. Each Party agrees that the determination of the Deciding Expert will be non-appealable, final and binding.

 

 33 

 

 

17.9.Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached the Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party and without fault of such Party, including fires, earthquakes, floods, embargoes, wars, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances (except of such Party’s personnel), acts of God or acts, omissions or delays in acting by any governmental authority provided that the non-performing Party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.

 

17.10.Counterparts. This Agreement may be executed in any number of counterparts (including counterparts transmitted by facsimile and by electronic mail), each of which shall be deemed an original, but all of which taken together shall be deemed to constitute one and the same instrument.

 

17.11.Binding Effect. This Agreement shall be binding upon the Parties once executed by both Parties and shall enter into force and become effective as of the Effective Date.

 

17.12.Entire Agreement. This Agreement constitutes the full and complete agreement between the Parties and supersedes any and all agreements or understandings, whether written or oral, concerning the subject matter of this Agreement, and may only be amended by a document signed by both Parties.

 

18.Notices

 

All notices and communications pursuant to this Agreement shall be made in writing and sent by facsimile, electronic mail or by registered mail or served personally at the following addresses:

 

To Yissum at:

 

Yissum Research Development Company

of the Hebrew University of Jerusalem Ltd.

P.O. Box 39135,

Jerusalem 91390

Israel

Facsimile: 972-2-6586689

Email: bob.trachtenberg@yissum.co.il

 

To the Company at:

Scopus BioPharma Inc.

420 Lexington Avenue, Suite 300

New York, New York 10170

Email:

 

or such other address furnished in writing by one Party to the other. Any notice served personally shall be deemed to have been received on the day of service, any notice sent by registered mail as aforesaid shall be deemed to have been received seven (7) days after being posted by prepaid registered mail. Any notice sent by facsimile or electronic mail shall be deemed to have been received by the next business day after receipt of confirmation of transmission (provided that any notice terminating this Agreement which is sent by electronic mail shall be followed by a notice sent in any other manner provided herein).

 

 34 

 

 

IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS

 

YISSUM   THE COMPANY
         

By: /s/ Ariela Markel   By: /s/ Morris Laster
         
Name: Ariela Markel, M.Sc., MBA   Name: Morris Laster
         
Title: VP Licensing, Biotechnology   Title: CEO
         
Date: 6.3.19   Date: March 11, 2019

 

/s/ Yaron Daniely      
Dr. Yaron Daniely      
CEO of Yissum      

 

I the undersigned, Prof.. Alexander Binshtok, have reviewed, am familiar with and agree to all of the above terms and conditions. I hereby undertake to cooperate fully with Yissum in order to ensure its ability to fulfill its obligations hereunder, as set forth herein.

 

/s/ Alexander Binshtok   March 11, 2019
     
Prof. Alexander Binshtok   Date signed

 

 35 

 

 

Appendix A

 

LICENSED PATENTS

 

Family: 6495 Title: METHOD COMPOSITIONS AND KITS FOR TREATING PAIN AND ITCH

 

Inventor   University   Faculty   Department
Binshtok Alexander   HUJI   School of Medicine - IMRIC  

Medical Neurobiology

 

            Application   Publication   Patent
Patent ID   Status   Country   Date   Number   Date   Number   Date   Number
6495-00   Filed   US   05/07/2018   62/694,159              

 

KNOW-HOW

 

[Researcher to Provide]

 

YISSUM   THE COMPANY
         
By: /s/ Ariela Markel   By: /s/ Morris Laster
         
Name: Ariela Markel, M.Sc., MBA   Name: Morris Laster
         
Title: VP Licensing, Biotechnology   Title: CEO
         
Date: 5.3.19   Date: March 11, 2019

 

/s/ Yaron Daniely      
Dr. Yaron Daniely      
CEO of Yissum      

 

 

 36 

 

 

Appendix B

 

THE DEVELOPMENT PLAN

 

Scopus Biopharma will contract with a current Good Manufacturing Practice (cGMP) capable contract manufacturing organization (CMO) to procure the SB-001 drug substance (DS) comprising of cannabidiol and chloroprocaine.

 

The drug product (DP) to be used in clinical trials is intended to be an injection fixed combination drug product (FCDP) solution form. A CMO will be contracted to perform formulation development and DP analytical method development and qualification. Following selection of the injectable formulation that will be used for clinical trials and a trial run of manufacturing (i.e., engineering run), cGMP batches will be manufactured. Both the engineering and cGMP batches will be release tested and put on stability. This process should begin shortly after the start of the DS work.

 

Additionally, metabolites of cannabidiol and chloroprocaine will be procured/synthesized to serve as analytical reference standards and, if warranted by the data, for toxicological qualification.

 

Pre-clinical Development

 

Assay Development: Scopus Biopharma will contract with a Contract Research Organization (CRO) to develop and validate bioanalytical methods for rat, dog, and human plasma.

 

Pharmacology: Scopus Biopharma will contract with qualified CRO(s) to perform standard Good Laboratory Practice (GLP) safety pharmacology studies primarily on the cannabidiol component of SB-001. The studies are anticipated to include in vitro hERG, subcutaneous (sc) rat central nervous system, sc rat respiratory system, and sc dog cardiovascular system, as well as additional studies if warranted by the data. All of the GLP safety pharmacology studies will utilize DS from either the engineering or cGMP batches.

 

Toxicology: In preparation for the initial IND filing, Scopus Biopharma will contract with qualified CRO(s) to perform sc rat and dog rising single dose + 7-day repeated-dose range-finding toxicity studies with toxicokinetics and sc rat and dog 28-day repeated-dose toxicity studies with toxicokinetics. Scopus Biopharma will contract out the performance of an in vitro hemolysis assay and an IV two species, single dose local tolerance study.

 

Clinical Development

 

Scopus Biopharma will contract out clinical trial related tasks to qualified CRO(s). The initial trial (i.e., the protocol to be included in the original IND filing) is anticipated to be a Phase 1 open label dose escalation study of safety tolerance PK including bioavailability in healthy volunteers, (non-visceral injection SB-001FCDP vs comparator) to be followed by an IV version of the same study.

 

Following the completion of two Phase 1 safety, tolerability, and PK studies in healthy volunteers, Scopus Biopharma plans to move to a Phase 2 randomized double-blind study of tolerance including dose response, safety and PK in patients (non-visceral injection SB-001FCDP vs comparator). Following the successful completion of the Phase 2 study, Scopus Biopharma intends to enter into two pivotal Phase 3 trials randomized double-blind study of efficacy, safety and population PK in patients (non-visceral injection SB-001FCDP vs comparator).

 

 37 

 

 

Regulatory Submission

 

At the appropriate time, Scopus Biopharma plans to file a pre-IND meeting request with FDA to confirm that the planned CMC and non-clinical tasks will support the initiation of the proposed Phase 1 clinical trials. In this way, course corrections in the development plan can be made early on, expediting development and avoiding waste of resources.

 

Following the completion of the Phase 1 clinical studies, Scopus Biopharma intends to request an end of phase 1 (EOP) meeting. At the completion of the Phase 2 study, we expect to file for an EOP2 meeting. Following the completion of the Phase 3 pivotal trials, a pre-NDA meeting will be requested and a NDA 505(b)2 will be filed.

 

Development Event   Anticipated Timeline
Complete IND enabling pre-clinical studies   [                     ]
Phase 1 clinical studies start   [                     ]
Phase 2 clinical study start   [                     ]
Phase 3 clinical studies start   [                     ]
NDA   [                     ]

  

NB: This development plan is subject to change based on circumstance and regulatory requirements.

 

 38 

 

EX-23.1 8 tv523189_ex23-1.htm EXHIBIT 23.1

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated April 3, 2019, with respect to the consolidated financial statements of Scopus BioPharma, Inc. and Subsidiaries contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption "Experts". Our report includes an explanatory paragraph about the existence of substantial doubt concerning the Company’s ability to continue as a going concern.

 

/s/ CITRIN COOPERMAN & COMPANY, LLP

 

 

New York, New York

June 18, 2019

 

 

 

GRAPHIC 9 tv523189_img1.jpg GRAPHIC begin 644 tv523189_img1.jpg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end GRAPHIC 10 tv523189_ex10-2img01.jpg GRAPHIC begin 644 tv523189_ex10-2img01.jpg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end GRAPHIC 11 tv523189_ex10-2img02.jpg GRAPHIC begin 644 tv523189_ex10-2img02.jpg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end GRAPHIC 12 tv523189_ex10-2img03.jpg GRAPHIC begin 644 tv523189_ex10-2img03.jpg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end GRAPHIC 13 tv523189_ex10-2img04.jpg GRAPHIC begin 644 tv523189_ex10-2img04.jpg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end GRAPHIC 14 tv523189_ex10-2img05.jpg GRAPHIC begin 644 tv523189_ex10-2img05.jpg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end GRAPHIC 15 tv523189_ex10-2img06.jpg GRAPHIC begin 644 tv523189_ex10-2img06.jpg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tv523189_ex10-2img07.jpg GRAPHIC begin 644 tv523189_ex10-2img07.jpg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tv523189_ex10-2img08.jpg GRAPHIC begin 644 tv523189_ex10-2img08.jpg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end GRAPHIC 18 tv523189_ex10-2img09.jpg GRAPHIC begin 644 tv523189_ex10-2img09.jpg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c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�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end GRAPHIC 26 tv523189_ex10-4img01.jpg GRAPHIC begin 644 tv523189_ex10-4img01.jpg M_]C_X 02D9)1@ ! @ 9 !D #_[ 11'5C:WD 0 $ 9 _^X #D%D M;V)E &3 ?_; (0 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0(" @(" @(" @(" P,# P,# P,# P$! 0$! 0$" 0$" M @(! @(# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# P,# M P,# P,# P,#_\ $0@ 2 !) P$1 (1 0,1 ?_$ *X ,! (# 0 M <)"@@%!@ #"P0! $#!0$ 8$!0< 0(#" D0 ' M $$ 0(#! 8+ $" P0%!@<( !$2"1,A%#$5%D&1(B-18=&35%6!X3)" MTE,TE1<8"A$ 0($! ,%!04&!04 0(# !$$!2$2!@%B) GP M/[>_?O\ A_5V#JX,C.*CAG$DTC$7SYZNT:-6""KE_(/EB-63%HW(9PLY>.EC M)MVR"*!1.8YS%*4OU,(!UM5CA%H0MR\]ZV99O.JY3Q+HRO)'4G$@O"MK&FY4 M99FWF&WSG=(09FQR3VD+((LW E&,*FP,JCX&=E$>B*BT_5+4%54T-X8=I_=\ M8OZD#"<(QV;V<>Q[7&H<@^5#8F/M[#.U:U1=DMRK._UN&E*E H.T6TE9(\WW3B;ERBF=(JB8)J* M_0PD+YOZ]-VNLLGJZ9">:%I[!P,YQ:9E&C77L7YI\,V<1(J\O=0NK-Q)_D3* ML6B&C;X@WD:_0*G<;8A9Z[=H_P#-VC2.EK*G!*@V>-G7W*9U4P4#L'3-:=)( MNCY8"0/9@8N"1#C.,WOV$+,QHO,_(EJ(]D"0B[>_9U%V Q(R.L+99S$2=RRN M<36M\7$/D4!6)(QZLBW%(X")"CW#ICKM,AY)>H,0GL.)P[CQ^R$].H%S'C%& M=-OE1T.KQ%UH5C@KC4K V3?0ECK4JTF(:3:*_0%V;]BHLW6\3@('( ^9! 0, M4# ( *.-K:66W 0L<1W>$+C':R*^1O'Q[?C]>_?\/] =81:/;U45'#R#A-H@ M+U5PDR;-T5%G:ZZI&[9LU2(95RZ<+'$$D$VZ!3'$YQ I0+W$>P#UB5J24A*< MQ4H#^,6,Y81&G[$?9I:.CM%B^BTK5QKDI=4XH>4B8$R._N[8U M*5(3' 0CNN;/06&$ 65AV%8TS.]$4GGERB%'"5BB-1S6<;.*7:8EZL)6AJW- MI24A$SL,S5.90C=!5!N4?YII#K-+75G$";2>7;V;?3\C6&+*'6FYN?M4S,5Q-6OMI.1DC2T<_=BT;$ M),2D8O&2JK447RO@= 2)BF7QZD"R;!BXBH>NU6LN%2E)03,)0?PRQP'&$*-0 MMO@NI0$I"BF7?+M^V S*;5.6I^W:NX:M32HHD9F3<-Y1XL]9-54'";-1<),Y MS)**MDSJ$^H&,F41#N =BZPZ'TGIBU.4]\N+3*:AT4S1=;#H6^[,-M)FH8F451!)9))8QP^ ! U?9]/:!MM315%6[1 MV) S5MP+^55$",2FO,ERXX!L8R:7'&HTBPA8&&D770Y 3'J,TX>+*JN'!U3(HJ&*Q35 M=(E$X^=6W>\#N_NZ]IL^S:KS1=/&WUS>7?+_ %;B@YJU9Y9;M] D$^5&1>8K M<4%-O)5E!3E)1RY_2M4SN;;6.BZ'6V-MJ4VT-Y)24)+-VSIHJ@5Q#E,\:5X'FB?P_Q[HW)6EU',1^$P2^X?TA^\.JB\(%][?,N6QG%JAQES MH)-?2>3R\FQL"4,8Y99ID,0\80]ECV)TU6SAG(Z)8)EG MU$EDURMUG9T?)1 M,H=%VDJ6U&L167U;C="5I;2I*,\G5@E.89D^4 $DSP)&$:7G A,AB3$>##4J M_!4MS5>TEG6QYI-SDC:R)T^K+,(RSUJW*EB+/2M'CD$K747<>P#\J/ *%=Q; M\ [*%*7R)U+=3HVYNW5%%1N)N%J4 0IO\29XXMXC#_-&@/HE-48IT"PO+O(O M9F7-\#8[R3DVC9)!L!$WDV].O)/DF[%NBP"0=G<")E2I@(#]"@!>Q0Z&TQ2, M6NWBDKT"JK@?]X^4_P#3YO\ N@*JF?658=I%^GIOT 9@?"#QAE?$KU MI[!OS)75+G(5OCEQFJ:CB5L^\:<4]>B7<2HW*I\E-BI15DM.+LA$1!=4Z+$P M@42J*>0%'A+J,Z\ME]@KH=M*%BJUGO)=!R6;);&TOD+<)$ZA[.#3!!'F>#+I M;G@@SP?:#;>IN%P:K:%X+L)94XMY:S'?8LSF,CF+(@HRSBIR4PQ%JVBY'Y5E&B+)!(3F$!*V4 /E#A MS="T:LN^CD;G?W)=3TMKVOIR5VO05DJ%* 225M_6*E09YR\P0VH>B/ES">,H M-J"^6Z[,JLF@V#7WMF87SCZ=L2,O*M*7C/C^6?C&,?8,XP7":1B.)9G+3?(G M:R7&\ZON/+6XL7+IMK,Y87#6OV6O1-E?G3-1;J!O-_5N+**<,5KB"B66G) M4C+-?E A@UI6T=%3M6Q=0I:DDE2LLIGAE'F. E@<"<8Z+E][M6P,9VFU5T*5 MHU5V_6TJR6N;;LHJWM(0E>95NFZ5.))K79U6,:0BT7\9$11&S9^@D"[M0ZC? MLIU/JBU-:>OAN8?4NDY:0EDM\O(!,2'F5(3F>';#*_5MW6D;IJ,20E(&;O(X MX?QA_P#Z)>5R^?ZW=.$ENNSFW56]2%TN^&S#BKS-2BV-NJ)FX:5#UEE9P3F" M4;262A;' @K_ #1.D^**:8"! !-3VYJXV[_DM,$H"5I0I''!4Y$*P[1PEV\8 MU6YY^G?^FNH)2059Y]TL)??.*L_NC?X=3]X?V= '*_F$/F,0P>T#4W.U^T34 MHXELC*;'XD>-ID!8K>O%DAH=#+J8G*R3J,+(N$E'C]?0+HLJBW1[G6>-$!_V MB (2Y:WOH&B#7,-MNU#H05)5B0W4!2FUI'>I*/(>X&&<.9JI3:SB 1[H3#R? MN]MF#0]1N]F"Z*1\G,/V&AJY]"4FZW"(;.$FK9:[$B1;!+2<@[_F-CK>9_@# MR$QC#U,NSME^D65>KM++=I;\L^85>",<#EXX2G*&6ZO5%)YU I1WF,: 1,R[ M4RWY@@9%$QTFXMU' &2%=#Q(J/T(41+W$!'\.W4JAZG?N*K-0K2Y=4XEI.*Q M[1_&&2E4\HR2DF&Y^K#CEC>BWC9>0W(V)_/N/_$G,W^C6:$DDU','9K6Y5=N M8&*F!*LV!TG&L89PZ29^8IK+'3*L ICV'S;_ +C'43N_LSI_2FUFPZZ<[V;E M79ZTV],SZBDY7*#U2I*?-RYU#:5 M>,UR.'F'#V0QAS-?^X&12'.GV3S$G0>!E9GGC#C#PDHK!6,0U%)=5.)HCRPI M10MY*SRSERF1&.8(%*550%? J2*0>7"^G+'9>E_<#_Y9Z8+>QKOKGO\ :Q7Z MKU54N\RELK#J@JI0&O5A5' M[ME$2LNS(=.B-+&T#R4CXUNM(O4UNQQ,8QNHJ9L^@]!;Y5&G])*NO4CUOTCZ M$NW"O;EIJQ/+6J3"$E=<:=;"P4YA.:6P)"6#ZXFJJ*,A9:LUHS"3R3E6?&>$ M\..(XPB/V!\ML7Y%S&1Y]QXRM;/..O&*IS>?Y(C*>:4Q*1;F1;+R,RNQ*9=U M'-7#AJ54B#@XK***J+*_S3#U["=&739O%M30:XUOU$Z@1=]W]P;NU9F MR3:)(FB4R"9@^O4 6'D7.P.ZUBH,_A Y1HSUIPF0E1^(A=VXX]IEZW.V1&:YE9;.\@XUP5[2\\C'= MU*H04>FFS:LS)"4QQ22*JHF(D ?+OU+>F=4:,T)H;ZGKVXHI*= M0F I03V3 Q(X\(SJ*7ZJ>3Q(C;,;PQ]:\ _+G^N>PNTYMKK2&CE;+&3N1S=2 MJT;)2;))9>)3"Q1B*DF2$?'^!PJ4Z9043'Z!UQ9KGJLZ\EW$W3:S;FQW79M) MP0Q>%*K2D=I*;<93&,I=LIX05-Z7M-U0!5.^E7W2D)>!G]T%'5Y/C3Q9X+[! MP?2]2M@9BTRAM3*#) MU:0"D2PA_51--UMET_R>$HF!YX\A=IZ)?X3.H,QWJ-?I4%"6%Y%L&,)%.OC^Q<&;,BG<+G3!R=3R#R#OW MZ][^A_8?;G:38/0UFVHIJ=^YW5B@NMZ342765[CK06I7. GA-24S2J29">$1 MO=[]<'Z]=!7$F@"C*?",=M"J*.E':R;HQ"E,0%%$5UC@;Y0.9$QR&_: M/?KLVNJI5('\WNQB.J^EK/4CV_?!#S:.6;3L8DFL;^:UL13 AY)%3:K0L@4Y MU!^$0%8!/]##^WL/[.M%W#MV!"I>: H-RI MID @\QZ<^C?\CI_2R]9]58]W,QAZJ/\ =^R+ _FO?^"4_P"Z$_LZ(N52?I1& M_'QA%_LNR*X8][2])=5>?K577V246OU6L5TA&,U!UMOJ5 CV$E8HXKUD]!E* MM+C2'R)5"$$Z1EBF Q1/U'=D9:O.EDTZ\2QRSCCY:=*DMI]B LA/<"82MI"7 MU+ \Y!F? R,+"L/*+D-B[Q>]\?MZO5:7NZ!(.\W^LTICG#J].JX]5.X:MHQ\ MB^?R$9%RZATOO.Q/F4,)A('< Z4VS1&@M[@=+:UME%<*%K\E0C.GR]PF.[X0 MG4^]2+STBBAP]J<(/-&]L;/38B&S/V'\?Z#RJIJ2*<6.C(Q,;7=JKJ2[D$%' MBTJ0$D;/]LU4\O(HMG!C=_(/+MUSMN9T.W+0-R.YW2?J6\[?5^)F[.IMM69' MY::9*J;E9CA,NN2[C#Q8M3T56U],UC2MJJ%8Y(1\_/5TP72,Q6URBU0UVERK(ZBR",++ Z92K%=J=("MP=$,43B E5-]! M"+K/UU;D;#UKVT/6]9U6/2UTR.MZD6346ZK*TK2A:*:6 L.>.;2ZBUV!WS6TD3>1RKH[E!;;_5JJZY]%6L+/672R7*UM&I:MKC2E.H<:9"DH129%I]2 [,AAOS"> M!)>+HEJYVYIP3K&&\B5&_71?2E1] M06JNC2TWSINW$I]27O3BU4[%<]9W.:IIJ?*I7RFY+)0TCRI$Q),-^H6+.+PV MU44Z.61YDREQ]_[($G+CC3ZL8BD2&S\9N8\4Z:KQ9CP> L&XW>?FY9R=/\N@ MV*ZRD;/TYLE\GF\-)@L9+P_'ZCU(72=U(]?^M=?C:GJ4T11T-I05$ZGI&G6Z M(@$R *TE*B1@?G"1PE#?>M+:?HFR]05ZJAT'!*E!7N(]WW0MW Z8\M%Z:()L MQDV0+-HQ9G\K5J=V#]8QG42@Z=G1C%5%8]FN;L91,IR"4ORD\^_7I;N!?7Z? M3[B*=V3S9+7,1@'0D#SCC@J9[>R!!E"ESS<&VEY60C&D*?-:Y(_"#!TZ:-6I@*H( M&$>H L3[5MMZ[X $UK:\R7/S!>)!![P<9QN<3FE^J/H#_HNI?Y,T_ND>@GZM M)A$/OOX: M@&/\6=6R.:2R@"82$C1>B)1#Z"0:-N&1YRUO.AIIULR41/S #RRF/Q#QXCMG M"&I4:5OG 9C.4N&![>V);+3H<)M&7V-[MM[SZL$JM@>1V>T2L.74M+HUN'9# M)VR_S"E;AI"PSI+F_70+!)JJMXU)$05.HG]/$AID5FBJSZG2N22I0,Y2GC[8 M1 &J'Z#[_P!T+/N-.D*--IMU"G>MG\>RF8J9^!1-.2CYIFB^:"V!T0IF[])L MN!U$52E4()1[ )1 P]MO6^U-QL#73OK.TVN\;A;DM. M6^RVQ3 #2'@G*]<6@5K5SVU.-+7E_&4ID42Q-=&T5^# ?9*Q0,NE4C,XF1(G MAW=T-\Y%Q5ZV/#06 M6KHI7)ST#3*LXIV4ATA8+KW,' )E!WJ1QFXVYO4B2$53+Z4%L8DS)F2K"7## M SG$RNP;+J.T7>39W:G1FP%B^@[16RVV?;USYE,PVQ-"%*$RMT!:0ZI4\99. MV &[WYRLKDUA00I(X9ID^,Y0,ZO 3<[*-H^ ($A(/G'PMF:2 NES/5RB4KD> MY %!;N'\0F,;O_NAW[ )?J%ZCM+!N.H65!Q(F&6G W2>WTY0H_\ MAK;IZ%' MFH'%!P]YG^Z&;Y[DY0NL.1.'8@CJ63VZ6K,S3+HX?&/*U32(*6@#J M5Z9O4'\2,&213%LLJ'\!P!01#GG56KF-?-EJD2ABF1\L%(\H*>S+APGQG#M3 M<_E?/5G7/C*6'O,4+>C+C%9]6V>[\R-1_,Y."R9W9)/ M?PA4$YL>$59?:H?\HG[O]?0AG5&601^*8BHZ8BWL1)L&TC%R39PPD8UVV2=L MG\>\240>L7K18IT7+-XV5.FJFN3OE!QXC\OE M>&L;OW#C_P 417)^AWZV7B'7AH9[/0PV>UQ$(TKUXJ].LD; S3>QMS1K7XG( MJ$;JMCM3KIG*GV,,$=8G1^SU(ZNT1OK8=0W/3^\FC:A#EO(1_3):SI=#I42D MA:EI2>53*5@[?.ACSK+21G )CX(@18W8.XB/UZZT[8-I+K M5A_75O5=MP6&T+3)EM"@JOLY?S-8M]AINO)2#"3B'5JITK"M&S2O/(V3=#9UFLZ[3:N"-T ^1LZ(L MV1$>H"5JR_7ZIY%Q6:JG*C/)-6'QA5268T9"PHJC3W!3AMO_ +"-!85C\SL3 M;-ZA"PU'WG;9FPJV!Y'1$<]>SS2+:22B",9?=?\ N7XMXM-=-;]--BF,])\@ M)EZ;=4.6NPLABC3R'UI"^6<%S5/S$=B3+CX0_-!13B)1==C.04+!LUI.19?7 MVU8H.?UUE6:U#M2AXH,&"1$RN'2I2$%Y)/E@4<.G!P^1==8QS"(CU#SE2[4. MJ6[/,H\8W@'[(*G6,91YU45'%2T+&3S!_$33!C+P\JT<,).)E&3:0C9%B[1, M@Y9OV#Q-9F];+IF$#IJD.0Q1\1 0ZJ*B>?EGZ%*A9K%,:SPKT-+ ]#=+NI!# M/I]*0=9A]^\*Y,]_2,U#J$N>9*/'"J:@$8G=,2F2(0&Q4@\0*&M;/5=L9LM: MPE33!!!D09=Q[#[1+V0F52#B#"$C^KOGQQ'O%0N,]AFUV:#I,UJ4S&JY5-(Z MY#1DI?*](5F8LD&\ISS]00KJ91DRKF7=P7W "@(G*)1\ EQ_\$B M4^V1PC8:#U "N\PWSAS_ //),)M:S)\S[U"-82!4168XKCLB[DU7C0%15<1= M^U:9:-GZJ$@F!47;: :,BN$B@!W1_$!Z'M0ZWIKB@(L]/Z8D8D&6/AXPYA.$ MHIWS;,*!D%-A,]R^HP%#I%;:HL8.LUB,;Q45'MD4TTBE3;MRE^5%RK=)76NEUXG\1[NP8D\(S'A'?NK1>/.JBH__]D! end GRAPHIC 27 tv523189_ex10-4img02.jpg GRAPHIC begin 644 tv523189_ex10-4img02.jpg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end

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end GRAPHIC 19 tv523189_ex10-2img10.jpg GRAPHIC begin 644 tv523189_ex10-2img10.jpg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tv523189_ex10-2img11.jpg GRAPHIC begin 644 tv523189_ex10-2img11.jpg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end GRAPHIC 21 tv523189_ex10-2img12.jpg GRAPHIC begin 644 tv523189_ex10-2img12.jpg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end GRAPHIC 22 tv523189_ex10-2img13.jpg GRAPHIC begin 644 tv523189_ex10-2img13.jpg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� M M !?)JR=TL7UELJ+%C=+";;NRUS9F@<0]R:UN!3%W:AJBFIB=1*4L9;9 M=@RU'3].[Z \JS,O(S3K7)IUKCS_ ;&/.L:\T#K;;<,0W4ILY_.<%_;2M?S M_P 'Z2!L70 $L^&O]Z0QT_<]M1^5@&N*S//:(XT_O(W7^=BB!@H M M ;$[52-W)FS)=/\ KU>_]FBE0->#S@!OZ M $M&&S]Z0QT?CP>6H_#W=+.YW -<3F>>T1QI_>1NO\ .Q1 P4 M M -B=JI'L9LR7Y=7P_9HI4#7@\X ;^@ !Z M0[IY0%>+6876^8O8/')<'#G=&X%%TU0%34JEV?M_<:E%6EJ>A0X;Z=/0JQ4? MY3CST)CS(L*%!CR[S6\'$W6Z0U4697 FY7, QBRT_.\I3T#$+#^Z!OI M 'K]O#FDX#;"7IF\.]U<1%'4O>N1EDN=FKE53,"QC*4E$X:3G\0]SYR4C;UYSA9: M:J>?CP(C'(CKK[N_AOL;H:QC6:=T#!\ M V8 M.I3P8,; #B89&A0XK&8L5)K&17'8C&?[*+:=QCS&L9W0++>(R7_J<5$A-4IM(PA6MCI4Q/R4M-QDV/'9#-BB!@H M M 7KZM.W&$BY2.,"XV#V[5M;:51:Z_=TZZJ!*N=;UM=) M-<0*;L-;E=3D:7F84[)S%/17FI<:&V,[OV/-CNM>9H< ];^V#YLO_FL/?\]P M/U7N?G?A_K7N ;4$ !+/AK_>D,=/W/;4?E8!KBLSSVB.-/[R-U_G8 MH@8* M &Q.U4CV,V9+\NKW_LT4J!KP>< -_0 M EGPV?O2&.C[GEJ/RN[OPM UQ69Y[1'&G]Y&Z_SL40,% M M #8G:J1[&;,E^75\/V:*5 UX/. &_H >HV M\F3/ANN]C!7<=*?>#%S9+$54:"B4NKU78"^\S;&3GJ>0H4.! 19M-DJ6\=%492>'"RE97:G(:^I8>:!24YVK MU*FY"82*(2YN=5X>\F5*- =B.0XK83(CT-YP"7'L>IZ\6<=A5L_BZ5<#T:GK\W$Q%HJ,B5#/T5:6RE6J8Z\UC&O.L>:[OF.O:-+&/:&:='=T :XS,]]HCC3^\C=?YV*(& M"@ M !>/JW=K;UUSE 8SZQL1BGN5AAK:TM[[N M5S(*%!H])+J75Z@BX?[?+*4F5>=B1^ 4.I[W3TNDRLS<>7J>N:>J-^70H;L)) M@LCTW4J3"APY6&[H8QUQF^T?&T@:@',K3Y1)S ,8R7(PVPI).Q#7.D92$]$B M1GXNL35/90F,NA\+F$2J\5]<79OE=FA&0$:ZUG[4T[;Z;7K V]1 M$E;J]0NE5].SZFFQYA6>B,@H\M/1VNRS[K[8+7X;[0])6RY9X/4\D/TCA_K_ M ,.G=[WZU/XP-O& ]*-U,XJ;IC,$JW+GLW@LO]B*O'1-(4Y72^MT M-4-I::HY.IFH84*+RE/+%P:XI>#(PI#A6.O,C-<;$>8UD-CS6 :I7,LCS,UF M XQIF=DHB;.3&(:Y\>:3HT:7F(LA,Q:GGWXTG%CR<6/*1HDM$>:X\]"??AO- M=TNO-9H:!@^ M ;,34HVL9@!Q,M:UC&?WL5+ MN[G_ .J+: 69;]SOG?\ G,_Y0/D EGPU_O2&.G[GMJ/RL UQ69Y[ M1'&G]Y&Z_P [%$#!0 M NZU<[#*@8A\F[' J MSUS;Z6HJFTUX+SUC0M4V,N[6%K5*4J&2P\4"JR4PN0*:4)5/JJ2EIU'@M=@3 MT*,ZXZV(QQKC8CSP$FW::9BO7EQ6?I7 _7K<7\W\/]H.Z!O!P $L^ M&O\ >D,=/W/;4?E8!KBLSSVB.-/[R-U_G8H@8* M M &Q.U4CV,V9+\NKX?LT4J!KP>< -_.QN^9I9I_RLT <@ 206NO M%:FTFM'XRG[J7(HBW$O5&$RUJ33TY754(]*)ZNJPG(45Y,D9]#,YA6,Z9EHT*8EX^(VZD:!'@1'(L&-!BU4H/P MXL*+#:\Y$AQ'&L:Z\QK6-8W2P#!D M V)VJD M>QFS)?EU>_\ 9HI4#7@\X ;^@ !C9<+!SA4NS5T>OKFX>;0UW6\RY M).3%6530J LK\9Q.=8[(.1%2=DXLX\[)NNL9#9OOBL[@&E^S,I66D!5$_#@084-UC'7(<*&ZQUUC-QC&, P; M M +V-6D0\:]:Y2V+JVF"VE,/:W45S,0-SZ%J^HL0% M;UM2R?1B?4]B+<(<@L4VDT91]2OU,H0W5*8B/0IF/)P8;\*'IX5U]YU@81;& M+F>^=["'_/<-_;JY'YWX/JL[@&S] >@6XN:AC+7'&X5KK6 MOMAL[H:N#,L>4'\P'&*\K0I. J/8AKGM48*='C34A"GFU//-FX4E,S,O)S$Q M*0X[7F0WXD&$^^YH:UUUNXP,( M #9_^.H_A M*3_],!YH !+/AK_>D,=/W/;4?E8!KBLSSVB.-/[R-U_G8H@8* M M %W>KI80,-N+')=QZ0<05IZ9N/-6YNE?"HK=K* MK#FY>H*#J%F'*A9UUAQ=Z^] <8^Z\ZS>M"&[QDJ3 M_6)>_3.!_KE1_,_!^D_Q@;\X !+/AL_>D,='W/;4?E8!KBLSSVB.- M/[R-U_G8H@8* M &Q.U4CV,V9+\NKX?LT4J! MKP>< -_0 .-+-.CX?X&@<@ $?5$9'4H,"9CN1-#K7M#NEC6-:P#7V9ET[*J>8'C( M4I",[,R,_B(NA.2DPYOF.1Y:9JB?C0(KK'V.OL=B0WV-8QK&-T-[@&#P M M !L3M5(W,F;,E_'75[_ -FBE0->#S@!OZ M 'YE1HNCEF;>GU>DZ:59Y_>,?G%)!2IZ;?9"_F]],S,I%C/,<9^;I>W/@ MTBV9RXY"S#<:$.&X[#AN8CKJN...,8ZXXX[5:@QUUUUW0QUUUC-#&,W&: ,% M@ M "^;5D;)8K,0>5/BKM7ABO];_#^[6V(RXM M'7%J6L[6Q[FJLU3]5V/MJB,=I*&[4*'*(2E*RLW--;'BN3#=\^XUQCK7-+0_ MAL0%7>\ I[^\>75ARK?# MC:FTMHK1T3=56K>Y5H:FN75D: NPH39Q*D9!*N/1,I-1YF.\\R'$?BPG8#K& M-:Q\#63YED*=@Y@.,:"I34&>486(:Y\.?G9:5>DI>;G'*GGW9F8@2;T>:>E8 M4:,QKSL-L6(UQC=&^>T:6AA M ;%'5#\3^& MW#5E]WWF<1%_[,6)EZOQ<5!+4I&N_+(.S M<)L9V7X1L+A7-]HWSND*O>U!RV>O[@S]9>SG_P"8@9U )9\-?[TA MCI^Y[:C\K -<5F>>T1QI_>1NO\[%$#!0 M V M">K$6NMK=?)/S(D"YU 4;<)%AU]>Z8@)E9TVD5))RDT[ALI&+#G9&$K2DVR1 MGX$: Y$AQX.\C0XD-Q]QYCSKK6!K^MXYWKOZ=O.Y_H=[_P""!OZ@ M$L^&O]Z0QT?<]M1^5@&N*S//:(XT_O(W7^=BB!@H M M ;$[52/8S9DORZOA^S12H&O!YP W] "2%2K.M,)&L58G,1 M-PK 8@:GL;=+#M;2W:%<>V5KURND6!4LI"A1GH,UR4YOV2KC7FNQ8KNED)K/ MC, UX>97/0E/,!QBJ4!R/"@*&(:YT[!AS4%^7F7(4S4\]&<2AJ[PX7>NK,6PJ:MUU?54NLK.J%-1H2JAU-4$K4,\ER]5(R_&E8\L M\^[ C34&"\ZZQ_2UX/T*UF/JZK(H\U9^U4*Y+U=MIY*MBV169N(Y4]41:(\? MJX39B7E4SC$G*4DDQI>!PK&M;$FIACK[(;'7FL#R4GCWNRHU;6J,W#5"IY%M M;96GKO7'FJXNK3M+K:%,5"BJ"A+TNR2C)\VANQY:?D&PHTU%47)>'!>8_I:_ MIA@:Z3$/DD8[\6V*V^%W*-EK,)B?>/%RH4*A2ZS6]5)#K*LN53*K=U&A0W%2 M@):>C(D*E83[7YS@=#T5C&0W7W'F/M#Z5J=59S2KR(B[4%&?W4KKK4G%@U);>IU.D:C:[#:X[IT,#P-_M5US M3,.-"-N772)8]3HN25DM.J)8I&YT^L-I2355&62X2^N2,U2"8H/(DK-3;G#O MR4*;"WK&M8'7]6:NICOHM65T1;J6Q<&?I]>3Z>7'F3U\(28GSBE&< M@PIEQ>G;$2B"JIT!L1UL6/(S,TZXZW3NZ&Z \U;?5KN?TICL@\_#<;$9I=>=W[7&Z6,#KE> MU?C, 09B#)1(-F%*?FVV=<39%(N'/S,53BWSDYZFS:M4%7T M/+2T["MW)0T&169*%7M;2<2&N0%&?1WI>@9MDVFRRD[&D^%:UW?S,K% M8ZQZ&QR(^'52'JZV8=4$I;F=D';'.RUSX]Z9>G7YFY"E!; B6%CU++UURL[X MH/-DW7HE*3?$FN\*R/HW _@CZO#F!J?B7%G6V8IE/N5;QMQ[<+=3UA M5R<@5PFP4J<6I^GD-:@6]G4YE:)R;)/17TR:B2T:*XUCT!L9W2U@>)IW5]\? MU44W7U4)CEEW9&W%FZ?OJORL[7ZM)*,>A*F@SD9-BI$M'H]UU05-[(1'8D%C M[KKL1C'&/M?;O0/*)6KQY@*TLTZ@I\S8>)/U/>F-85.=BW(5I9QROI:W,W=" M9AS;9FC(42"E2].23[C\=CKSSDWH<:XQUN_ [2L[JPF9C>QRM9.FW\/R#5]L ME*61[E6ZK>Y%2TW7%"*"A+3,^C,7$Z);R938Z=429*/S::H2,W.)T]+,:_"C MO;U]CH=)0L@''O,351P)9EF8LK3TK:!0AJ[U?*TLD5(EWNKA3M[0ZS2LW-TA M+M5D69J-'CNQ)MKL. ]+NLCP'H\-]QYX.R$75ILS2H+EUU;%.2[",4+;URCV MZJ^H%"]*0DT\FU0OI4HL(TG#AJJ9)U//.*@)L1L>(Z^[#8\UQ[0'P MNAJV.8[:2=NRFU4_8.)/69I*CJUJ^52+DK<[&BHE#IG5TLPJJIZD9)/CV(E_'2]-96"1YV?N(NRZ;, CU"J4QQBQ$! M12:=Q)U7'BS%R52$G1D#"K4:72UT5.44FT/,8'C$O5_5J>&K7^IVVM4VZC04:/1 MSCT20GDBZB8]&?:^[$A/N3#K''^!TO!]"H<@?,$I-7FZ5JA&M13=HBIYM/?A2ZC 5HK'8S60HKD.+I<8'E MU35],>Z'])4%74<.\DIVHM^G7)JU)>8_P#% S&1-4-S;*@1DE=3W\,+TBLIL@JR;8MX*@=B\549 M6%.2_"N.VY?==B<#&9OF,>:QC>XUH'E-CVS>.^PO>F&HNC8!L>V;QWV%[TPU M#T; -CVS>.^PO>F&H>C8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QW MV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8! ML>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F M&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS> M.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; M -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[ MTPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V M;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HN MC8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^P MO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -C MVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU M%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QW MV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8! ML>V;QWV%[TPU%T; -CVS>.^PO>F&HNC8!L>V;QWV%[TPU%T; -CVS>.^PO>F M&HNC8!L>V;QWV%[TPU%T; 6D:N;E>8A,J_"1B(K%B).,7&SCBNU:3_ !5?IME,.1*J\;V5+Q7DGDEU MY3X_P?%6<-O0.G[%R>%:2N'6\&E56NU>\_T?IKU6S5^(5YX5U66N>GE%L@Y) M.WR3DVH_$MQ2X9D;D^'Q;C&]XPUL3@P,?*W@Y6C^%^@8:I-(D&PC;D5.VU\Q M;IV[S:S9/Q>A6*8Y.>*472J2SLBV=?B<+OV)SSRYQG^?8R-H ZY MM+!RIG:@2V6YFZEB5.R_=KVRK5=W%,Q4>OVRA5;Z/75'QPEH;_+SU \;XQQI MC);B>GCVCXH&2%JX>"QE1VY;:>/4CRHR^6(YZCF)#+Y\B/7K>G57Z?G*HXQ! M=IO0XJ<=O7#PDMNPFOWJCU:RIV2=OV/05EE\?H4:SQK MFFT"]5K9""]8;E3QMTLA<"S3O .]+4NX#&6WL RV$2V;U!,NBH?0(]'9 M.\*]>;Q>K'E/D_QE<=7/I!\7^6N'X^QD]O.&W_QM &0=C&6/9:"DOH >I5ME MN3E/Q.;0^\\4FIO+"KRIR5P#&0. Y9XWPF]_\KOOQ >NNM7,H/Z+:1\<(MI_ MHK^E:YK:/;$96W)'TB[U1^F!U-XC";,\D<)QOQA_]S<+PW&V[_?@?MJ$^BN790CL!E7^)K;<<@*?%GD#C\/Q'XYXL<;WG!-Y3XEPFAG!Z M0/KJ#N53R79#CT2SC$1U&9]#G!,7.2GZ,Y;;Q=D]Q9QLDRW?C+HXMRUH1>/; MW@OY7>@?NEAW+@\=5SEQ^SC*O;?2)RHQ09,<&R_OT9,9.LDN%=Y*\<&VMWS9 MSBC=/$.$X;_3 _>X17<&+M'U:S";$I2(@<,CMKAJ8RI&+O!\BQ?%5E4>.3CE M5M2/%K?;O8C6 =M MU6S+R^CB[/C.]8CZ,VW9F?I6X3DODEE[^,?TGE#B;O#?23QC3^C?]([[??\ M? 8I7MI?+>F[TX7ZNN1="S"3:E'L%>I%MC:53I"0GK1U?2BI4]!S-75C+5G+ MP?%Q"GJ749*6EYB3CQ-]-P)R8>B0WG7(K\,,TZG9@3^FBD_&QM@/ISY/ISQ4 MY2\5O&_BG)LQXF<4WS&Q-_R7PO)&_P#Y3@6MXK\4#KE [,3Z.+I\EMPMMM=Q MB2^EMBAXGLI'=6)_DME21N!Y)8D\7A\GL3.+?T?B'%=[P6\^)O-&C< \^!P]HT?&[FG\ M?_$!RSN,T=SX !\'&/,9\9[??Y&L_ M"!\P WN-T=WX .&=QG\# .0 ?'<_%HT_P ?P_B[ &FD#Y ?_9 end GRAPHIC 23 tv523189_ex10-2img14.jpg GRAPHIC begin 644 tv523189_ex10-2img14.jpg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end GRAPHIC 24 tv523189_ex10-2img15.jpg GRAPHIC begin 644 tv523189_ex10-2img15.jpg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tv523189_ex10-2img16.jpg GRAPHIC begin 644 tv523189_ex10-2img16.jpg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