Overview
CytRx Corporation ("CytRx") is a biopharmaceutical research and development
company specializing in oncology and neurodegenenerative diseases. The Company's
focus has been on the discovery, research and clinical development of novel
anti-cancer drug candidates that employ novel linker technologies to enhance the
accumulation and release of cytotoxic anti-cancer agents at the tumor. During
2017, CytRx's discovery laboratory, located in Freiburg, Germany, synthesized
and tested over 75 rationally designed drug conjugates with highly potent
payloads, culminating in the creation of two distinct classes of compounds. Four
lead candidates (LADR-7 through LADR-10) were selected based on in vitro and
animal preclinical studies, stability, and manufacturing feasibility. In 2018,
additional animal efficacy and toxicology testing of these lead candidates was
conducted. In addition, a novel albumin companion diagnostic, ACDx™, was
developed to identify patients with cancer who are most likely to benefit from
treatment with these drug candidates.
On June 1, 2018, CytRx launched Centurion BioPharma Corporation ("Centurion"), a
private wholly owned subsidiary, and transferred all of its assets, liabilities
and personnel associated with the laboratory operations in Freiburg, Germany. In
connection with said transfer, the Company and Centurion entered into a
Management Services Agreement whereby the Company agreed to render advisory,
consulting, financial and administrative services to Centurion, for which
Centurion shall reimburse the Company for the cost of such services plus a 5%
service charge. The Management Services Agreement may be terminated by either
party at any time. Centurion is focused on the development of personalized
medicine for solid tumor treatment. On December 21, 2018, CytRx announced that
Centurion had concluded the pre-clinical phase of development for its four LADR
drug candidates, and for its albumin companion diagnostic (ACDx™). As a result
of completing this work, operations taking place at the pre-clinical laboratory
in Freiburg, Germany would no longer be needed and, accordingly, the lab was
closed at the end of January 2019.
LADR Drug Discovery Platform and Centurion
Centurion's LADR™ (Linker Activated Drug Release) technology platform is a
discovery engine combining our expertise in linker chemistry and albumin biology
to create a pipeline of anti-cancer molecules that will avoid unacceptable
systemic toxicity while delivering highly potent agents directly to the tumor.
Centurion has created a "toolbox" of linker technologies that are designed to
significantly increase the therapeutic index of ultra-high potency drugs
(10-1,000 times more potent than traditional cytotoxins) by controlling the
release of the drug payloads and improving drug-like properties.
Centurion's efforts were focused on two classes of ultra-high potency
albumin-binding drug conjugates. These drug conjugates combine the proprietary
LADR™ linkers with novel derivatives of the auristatin and maytansinoid drug
classes. These payloads historically have required a targeting antibody for
successful administration to humans. These drug conjugates eliminate the need
for a targeting antibody and provide a small molecule therapeutic option with
potential broader applicability.
Centurion's postulated mechanism of action for the albumin-binding drug
conjugates is as follows:
? after administration, the linker portion of the drug conjugate forms a rapid
and specific covalent bond to the cysteine-34 position of circulating albumin;
? circulating albumin preferentially accumulates at the tumors, bypassing
concentration in other non-tumor sites, including the heart, liver and
gastrointestinal tract due to a mechanism called "Enhanced Permeability and
Retention";
? once localized at the tumor, the acid-sensitive linker is cleaved due to the
specific conditions within the tumor and in the tumor microenvironment; and
? free active drug is then released.
Centurion's novel companion diagnostic, ACDx™ (albumin companion diagnostic),
was developed to identify patients with cancer who are most likely to benefit
from treatment with the four LADR lead assets.
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CytRx and Centurion have been working on identifying partnership opportunities
for LADR™ ultra-high potency drug conjugates and its albumin companion
diagnostic. However no partnership or any source of financing has become
available after over two years of effort. Management continues to seek out
sources of capital for Centurion.
Aldoxorubicin
Until July 2017, the Company was focused on the research and clinical
development of aldoxorubicin, its modified version of the widely-used cytotoxin
agent, doxorubicin. Aldoxorubicin combines the agent doxorubicin with a novel
linker-molecule that binds specifically to albumin in the blood to allow for
delivery of higher amounts of doxorubicin (3½ to 4 times) without several of the
major dose-limiting toxicities seen with administration of doxorubicin alone.
On July 27, 2017, the Company entered into an exclusive worldwide license
agreement with ImmunityBio, Inc. (formerly known as NantCell, Inc.
("ImmunityBio")), granting to ImmunityBio the exclusive rights to develop,
manufacture and commercialize aldoxorubicin in all indications. As a result, the
Company is no longer directly working on the development of aldoxorubicin
(ImmunityBio has recently merged with NantKwest, Inc.). As part of the license
agreement, ImmunityBio made a strategic investment of $13 million in CytRx
common stock at $6.60 per share (adjusted to reflect our 2017 reverse stock
split), a premium of 92% to the market price on that date. The Company is
entitled to receive up to an aggregate of $343 million in potential milestone
payments, contingent upon achievement of certain regulatory approvals and
commercial milestones. The Company is also entitled to receive ascending
double-digit royalties for net sales for soft tissue sarcomas and mid to high
single digit royalties for other indications. There can be no assurance that
ImmunityBio will achieve such milestones, approvals or sales with respect to
aldoxorubicin. ImmunityBio has initiated a Phase 2, randomized, two-cohort,
open-label registrational-intent study for first-line and second-line treatment
of locally advanced or metastatic pancreatic cancer, which includes
aldoxorubicin.
Aldoxorubicin is a conjugate of the commonly prescribed cytotoxin agent
doxorubicin that binds to circulating albumin in the bloodstream and is believed
to concentrate the drug at the site of the tumor. Aldoxorubicin has been tested
in over 600 patients with various types of cancer. Specifically, it is comprised
of (6-maleimidocaproyl) hydrazine, an acid-sensitive molecule that is conjugated
to doxorubicin. The initial indication for aldoxorubicin is for patients with
advanced soft tissue sarcomas (STS). ImmunityBio lists a randomized Phase 2 and
a randomized Phase 3 study, as well as an aldoxorubicin and ifosfamide Phase 1/2
study in its solid tumor platform and is currently reviewing options in STS.
Aldoxorubicin has received Orphan Drug Designation (ODD) by the U.S. Food and
Drug Administration ("FDA") for the treatment of STS. ODD provides several
benefits including seven years of market exclusivity after approval, certain R&D
related tax credits, and protocol assistance by the FDA. European regulators
granted aldoxorubicin Orphan designation for STS which confers ten years of
market exclusivity among other benefits.
In addition to STS, ImmunityBio has expanded aldoxorubicin's use by combining it
with immunotherapies and cell-based treatments and is currently in late-stage
clinical development in advanced and metastatic pancreatic cancer, in
glioblastoma, and in triple negative breast cancer. ImmunityBio has initiated a
phase 2 registrational-intent study in metastatic pancreatic cancer.
Molecular Chaperone Assets (Orphazyme)
In 2011, CytRx sold the rights to arimoclomol and iroxanadine, based on
molecular chaperone regulation technology, to Orphazyme A/S (formerly Orphazyme
ApS) in exchange for a one-time, upfront payment and the right to receive up to
a total of $120 million (USD) in milestone payments upon the achievement of
certain pre-specified regulatory and business milestones, as well as royalty
payments based on a specified percentage of any net sales of products derived
from arimoclomol. As a result of Orphazyme's disclosure that the pivotal phase 3
clinical trial for arimoclomol in Amyotrophic Lateral Sclerosis did not meet its
primary and secondary endpoints, the maximum amount that CytRx has the right to
receive is now approximately $100 million; however, there can be no assurance
that said amount will be realized. Orphazyme is testing arimoclomol in
Niemann-Pick disease Type C (NPC) and Gaucher disease. Orphazyme has highlighted
positive Phase 2/3 clinical trial data in patients with NPC and has submitted a
New Drug Application (NDA) with the FDA, which is currently under Priority
Review by the FDA with a target action date of June 17, 2021. It also submitted
a Marketing Authorization Application (MAA) with the European Medicines Agency
(EMA). Orphazyme has established an Early Access Program in the U.S. as well as
other select European countries. Orphazyme has also received FDA Breakthrough
Therapy Designation for arimoclomol for NPC. Orphayzme recently announced its
intention that arimoclomol will be marketed globally under the tradename
MIPLYFFA™.
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Current Business Strategy for LADR™ Platform
Currently, the Company and Centurion are working on identifying partnership
opportunities for LADR™ ultra-high potency drug conjugates and their albumin
companion diagnostic, although no partnerships or other sources of financing
have become available after over two years of effort. The Company has no plans
to conduct further research and development on LADR and its companion
diagnostic, but continue to focus on identifying these partnership and financing
opportunities
Critical Accounting Policies and Estimates
Management's discussion and analysis of our financial condition and results of
operations are based on our financial statements, which have been prepared in
accordance with accounting principles generally accepted in the U.S. The
preparation of these financial statements requires management to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenue
and expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, management evaluates its estimates, including those related to
revenue recognition, impairment of long-lived assets, including finite-lived
intangible assets, research and development expenses and clinical trial expenses
and stock-based compensation expense.
We base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ materially from these estimates under different assumptions or
conditions.
Our significant accounting policies are summarized in Note 2 to our financial
statements contained in our Annual Report on Form 10-K for the year ended
December 31, 2020. We believe the following critical accounting policies affect
our more significant judgments and estimates used in the preparation of our
financial statements.
Stock-Based Compensation
The Company accounts for share-based awards to employees and nonemployees
directors and consultants in accordance with the provisions of ASC 718,
Compensation-Stock Compensation., and under the recently issued guidance
following FASB's pronouncement, ASU 2018-07, Compensation-Stock Compensation
(Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under
ASC 718, and applicable updates adopted, share-based awards are valued at fair
value on the date of grant and that fair value is recognized over the requisite
service, or vesting, period. The Company values its equity awards using the
Black-Scholes option pricing model, and accounts for forfeitures when they
occur.
Basic and Diluted Net Loss per Common Share
Basic and diluted net loss per common share is computed based on the
weighted-average number of common shares outstanding. Common share equivalents
(which consist of options, warrants and restricted stock) are excluded from the
computation of diluted net loss per common share where the effect would be
anti-dilutive. Common share equivalents that could potentially dilute net loss
per share in the future, and which were excluded from the computation of diluted
loss per share, totaled 3.2 million shares for the three-month period ended
March 31, 2021 as compared to 7.9 million shares for the three-month period
ended March 31, 2020.
Liquidity and Capital Resources
We have relied primarily upon proceeds from sales of our equity securities and
the exercise of options and warrants, and to a much lesser extent upon payments
from our strategic partners and licensees, to generate funds needed to finance
our business and operations.
At March 31, 2021, we had cash and cash equivalents of approximately $9.3
million. Management believes that our current cash and cash equivalents will be
sufficient to fund the Company's operations for the foreseeable future. This
estimate is based, in part, upon our currently projected expenditures for the
remainder of 2021 and the first four months of 2022 of approximately $5.6
million (unaudited) to fund operating activities. These projected expenditures
and payments are also based upon numerous other assumptions and subject to many
uncertainties, and our actual expenditures may be significantly different from
these projections. While these projections represent our current expected
expenditures, the Company will ultimately be required to obtain additional
funding in order to execute our long-term business plans, although we do not
currently have commitments from any third parties to provide it with long term
debt or capital. CytRx cannot assure that additional funding will be available
on favorable terms, or at all. If we fail to obtain additional funding when
needed, we may have to liquidate some or all of our assets or delay or reduce
the scope of or eliminate some portion or all of our development programs.
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recorded a net loss in the three-month period ended March 31, 2021 of $1.3
million as compared to a net loss in the comparative 2020 period from continuing
operations of $1.2 million, or an increase of $0.1 million.
We purchased no fixed assets in the period ended March 31, 2021 and a minimal
amount of fixed assets in the period ended March 31, 2020 and do not expect any
significant capital spending during the next 12 months.
There were no financing transactions in either three month-periods ended March
31, 2021 or March 31, 2020.
We continue to evaluate potential future sources of capital, as we do not
currently have commitments from any third parties to provide us with additional
capital and we may not be able to obtain future financing on favorable terms, or
at all. The results of our technology licensing efforts and the actual proceeds
of any fund-raising activities will determine our ongoing ability to operate as
a going concern. Our ability to obtain future financings through joint ventures,
product licensing arrangements, royalty sales, equity financings, grants or
otherwise is subject to market conditions and our ability to identify parties
that are willing and able to enter into such arrangements on terms that are
satisfactory to us. Depending upon the outcome of our fundraising efforts, the
accompanying financial information may not necessarily be indicative of our
future financial condition. Failure to obtain adequate financing would adversely
affect our ability to operate as a going concern.
There can be no assurance that we will be able to generate revenues from our
product candidates and become profitable. Even if we become profitable, we may
not be able to sustain that profitability.
Results of Operations
We recorded a net loss of approximately $1.3 million for the three-month period
ended March 31, 2021, as compared to a net loss for the three-month period ended
March 31, 2020 of $1.2 million.
We recognized no licensing revenue in the three-month periods ended March 31,
2021 and 2020. All future licensing fees under our current licensing agreements
are dependent upon successful development milestones being achieved by the
licensor.
General and Administrative Expenses
Three-Month Period Ended
March 31,
2021 2020
(In thousands)
General and administrative expenses $ 1,277 $ 1,133
Employee stock, and stock option expense - 87
Depreciation and amortization 3 6
$ 1,280 $ 1,226
General and administrative expenses include all administrative salaries and
general corporate expenses, including legal expenses. Our general and
administrative expenses, excluding stock option expense, non-cash expenses and
depreciation and amortization, were $1.3 million for the three-month period
ended March 31, 2021, and $1.2 million for the same period in 2020. Our general
and administrative expenses in the current three-month period, excluding stock
option expense, non-cash expenses and depreciation and amortization, increased
marginally by approximately $0.1 million, primarily due to an increase in
professional fees and insurance, offset by a reduction in head count.
Depreciation and Amortization
Depreciation expense reflects the depreciation of our equipment and furnishings.
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Interest Income and Expense
Interest income was approximately $5,000 for the three-month period ended March
31, 2021 as compared to approximately $55,000 for the same period in 2020.
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