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Matinas BioPharma Holdings, Inc.Health Care · Pharmaceutical Preparations · CIK 1582554 · FY ends Dec 31
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MTNB · 10-K · period ended 2021-12-31

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filed 2022-03-08 · EDGAR original ↗

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-K

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

For

the fiscal year ended December 31, 2021

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from to

Commission

File Number: 001-38022

MATINAS

BIOPHARMA HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

1545

Route 206 South, Suite 302

Bedminster,

New Jersey07921

(Address

of principal executive offices) (Zip Code)

908-484-8805

(Registrant’s

telephone number, including area code)

Securities

registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered

Common Stock, par value $0.0001 MTNB NYSE American

Securities

registered pursuant to Section 12(g) of the Act: None.

Indicate

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

☐ No ☒

Indicate

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

☐ No ☒

Indicate

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)

has been subject to such filing requirements for the past 90 days.

Yes

☒ No ☐

Indicate

by check mark whether the registrant has submitted electronically every Interactive Data

File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding

12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒ No ☐

Indicate

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company, or 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 ☒

Emerging

growth company ☐

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 pursuant to Section 13(a) of the Exchange Act. ☐

Indicate

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The

aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at

which the common equity was sold on June 30, 2021 was approximately $160.0million.

As

of March 4, 2022, there were 216,864,526shares

of the registrant’s common stock, $0.0001 par value, outstanding.

DOCUMENTS

INCORPORATED BY REFERENCE

None.

MATINAS

BIOPHARMA HOLDINGS, INC.

Annual

Report on Form 10-K

Fiscal

Year Ended December 31, 2021

Table

of Contents

Page

PART I 1

Item 1. Business 2

Item 1A. Risk Factors 33

Item 2. Properties 62

Item 3. Legal Proceedings 62

Item 4. Mine Safety Disclosures 62

Item 6. Selected Financial Data 62

Item 7A. Quantitative And Qualitative Disclosures About Market Risk 69

Item 8. Financial Statements And Supplementary Data 69

Item 9A. Controls And Procedures 69

Item 9B. Other Information 70

PART III 70

Item 10. Directors, Executive Officers And Corporate Governance 70

Item 11. Executive Compensation 76

Item 14. Principal Accounting Fees And Services 85

Item 15. Exhibits And Financial Statement Schedules 86

Financial Statements F-1

i

PART

I

CAUTIONARY

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This

report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation

Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,

as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations,

assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which

may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future

results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of

historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our

use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,”

“would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,”

“continue,” “plan,” “point to,” “project,” “predict,” “could,”

“intend,” “target,” “potential” and other similar words and expressions of the future.

There

are a number of important factors that could cause the actual results to differ materially from those expressed in any forward-looking

statement made by us. These factors include, but are not limited to:

● our ability to retain and recruit key personnel;

● our ability to internally develop new inventions and intellectual property;

● interpretations of current laws and the passages of future laws;

● developments and projections relating to our competitors or our industry; and

These

forward-looking statements reflect our management’s beliefs and views with respect to future events and are based on estimates

and assumptions as of the date of this Annual Report on Form 10-K and are subject to risks and uncertainties. We discuss many of these

risks in greater detail under “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment.

New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors

on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those

contained in any forward-looking statements we may make. Given these uncertainties, you should not place undue reliance on these forward-looking

statements.

You

should read this Annual Report on Form 10-K and the documents that we reference and have filed as exhibits to the Annual Report on Form

10-K completely and with the understanding that our actual future results may be materially different from what we expect. We qualify

all of the forward-looking statements in this Annual Report on Form 10-K by these cautionary statements. Except as required by law, we

undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 1. Business

Company

Overview

We

are a clinical-stage biopharmaceutical company focused on redefining the intracellular delivery of nucleic acids and small molecules

through our lipid nanocrystal (LNC) delivery platform technology. Our current pipeline consists of two potent anti-infective small molecules,

MAT2203 (oral amphotericin B) and MAT2501 (oral amikacin). We are also expanding the application of our LNC platform through collaborations

with well-respected pharmaceutical companies whose molecules and compounds benefit from the unique capabilities of our delivery technology,

which can provide oral bioavailability and facilitate non-toxic and efficient intracellular delivery. We are intent on further expansion

of our LNC platform, both internally and through external partnerships, into the field of nucleic acids where delivery into cells remains

a critical element of therapeutic effect.

Matinas

BioPharma is dedicated to maximizing the value associated with our unique LNC platform delivery technology. This proprietary platform

technology, licensed from Rutgers University on an exclusive worldwide basis, nano-encapsulates chemical and biological payloads in a

way that facilitates safe, efficient, and targeted intracellular delivery for a wide variety of molecules, including nucleic acids (mRNA,

DNA, siRNA, antisense oligonucleotides (ASOs)), proteins and small molecules. Our LNCs are primarily comprised of phospholipids, like

phosphatidylserine (PS), and calcium (which is required to keep LNCs intact), and are well differentiated from other viral and lipid

nano-particle delivery technologies. LNCs have a novel targeting profile utilizing PS fusion and PS-receptor mediated endocytosis. LNCs

have a neutral immunogenic profile enabling repeated administration, which is a significant drawback associated with both viral vector

(AAV) and lipid nanoparticle (LNP) delivery. The structure of an LNC is highly stable, protecting the payload throughout formulation

and following administration into the human body. This stability allows for the avoidance of extreme cold chain storage temperatures

required for maintaining the integrity of LNPs and facilitates the oral administration of LNCs, which is not possible with either AAV

or LNP delivery as they protect the vulnerable payload from the gastric environment and potential extracellular degradation. LNCs can

also be administered via IV injection and intranasally. Because of their unique composition, LNCs can be delivered into a cell

through both endocytosis and membrane fusion. Once LNCs gain access to the inside of a cell, they naturally unwind due to the necessarily

low calcium concentrations inside a cell. Thereafter, depending on the target, payloads either have their desired impact inside a cell,

or utilize the cell as a vehicle to target tissues, in the case of infection or inflammation.

Clinical

and preclinical studies have demonstrated success in delivering LNCs to professional phagocytes, including macrophages, sites of infection

and inflammation, and tumors. Each of these target cells either have exposed PS, enabling cellular fusion, or specific and dedicated

PS receptors which facilitate receptor mediated cellular uptake. This tissue targeting, coupled with the potential to deliver a broad

range of therapeutic agents, including small molecules, vaccines, peptides and proteins, as well as nucleic acid polymers (e.g., mRNA,

DNA , ASOs, and siRNA,) provide a broad array of potential targets and modalities from which to create a broad pipeline of internal product

candidates and partnerships.

Our

lead drug candidate based on the LNC platform delivery technology is MAT2203, an oral formulation of amphotericin B, a well-known and

highly effective antifungal drug. Amphotericin B is currently only available in IV formulations which are associated with significant

renal toxicity and labeled restrictions on its use for up to 2 weeks in the United States and only 1 week in most parts of the world

due to its toxicities, the most prevalent of which is severe nephrotoxicity. Despite these limitations, amphotericin B is currently used

and approved to treat a variety of invasive, and potentially deadly, fungal infections due to its potency. MAT2203, which is formulated

using our LNC delivery technology, has the potential to preserve the efficacy of amphotericin B while eliminating the risk of nephrotoxicity

and providing more convenient and cost-effective oral administration. MAT2203’s product profile could potentially allow physicians

and patients to use MAT2203 for longer periods of time and more broadly than amphotericin B could ever have been used previously.

The

initial planned indication for MAT2203 is as step-down therapy from IV amphotericin B during induction treatment in patients with cryptococcal

meningitis (CM), a deadly fungal infection located in the brain, and which primarily affects immunocompromised patients. The induction

treatment period is typically 14 days and step-down therapy with MAT2203 would begin following an initial, short 1–2-day treatment

course with IV amphotericin followed by 12-13 days of MAT2203. This initial step-down indication is a gateway indication, as we plan

to expand the utilization of MAT2203 into consolidation therapy in CM patients (weeks 3-6) and then into the treatment of other invasive

fungal infections and even for prophylaxis against invasive fungal infections in immunocompromised patients, such as transplant patients.

MAT2203

has been developed to date with the assistance and financial support of the National Institutes of Allergy and Infectious Disease (NIAID)

of the National Institutes of Health (NIH). MAT2203 has been designated as a Qualified Infectious Disease Product (QIDP) with Fast Track

Status for the treatment of invasive candidiasis, the treatment of aspergillosis, the prevention of invasive fungal infections in patients

who are on immunosuppressive therapy, and, most recently, the treatment of cryptococcosis. MAT2203 has also received an Orphan drug designation

from FDA. Upon approval, MAT2203 could be eligible for up to 12 years of regulatory exclusivity in the United States.

In

partnership with the NIH, we have conducted numerous preclinical studies of MAT2203 in cryptococcal meningitis and demonstrated that

MAT2203 was able to (a) cross the blood-brain barrier, (b) effectively treat this infection and (c) eliminate the toxicity normally associated

with delivery of amphotericin B intravenously. The NIH has funded a grant submission from the University of Minnesota for a clinical

study of MAT2203 in patients with cryptococcal meningitis in Uganda, where this disease is highly prevalent among the human immunodeficiency

virus (HIV)-positive community. This study, the Encochleated Oral Amphotericin for Cryptococcal Meningitis Trial (EnACT), initiated

in 2019 and currently enrolling patients in Cohort 4 of the trial. In this trial we are exploring the use of MAT2203 for both induction

(step-down and all oral) and consolidation therapy, and we believe that, if positive, this trial could form the foundation for the filing

of a New Drug Application for MAT2203. The first three cohorts of EnACT have been completed, with the data from each of the cohorts reviewed

by an independent Data Safety Monitoring Board (DSMB) prior to progression from one cohort to the next. EnACT is currently enrolling

patients in Cohort 4, which is designed to test an all-oral regimen of MAT2203 during the induction period. Results from Cohort 4 are

expected in the third quarter of 2022.

Based

upon the data from the first two cohorts of EnACT, we held a meeting with the FDA in December of 2021 to discuss potential registration

pathways for MAT2203. Following feedback from FDA, we plan to expand the EnACT trial to include a new, Cohort 5, which will replicate

the design from Cohort 2, and include more patients where MAT2203 will be evaluated as step-down treatment to IV amphotericin. We anticipate

meeting again with FDA in the first half of 2022 to finalize the protocol for Cohort 5 and agree on the requirements for NDA filing for

this initial indication.

Data

to date from EnACT validates the use of MAT2203 in difficult-to-treat fungal infections, and we believe positions MAT2203 to become

a best-in-class antifungal drug for the treatment of additional invasive fungal infections. Furthermore, the demonstration that MAT2203

effectively crosses the blood-brain barrier in humans positions our LNC platform delivery technology to potentially be used more

broadly with many other types of molecules, potentially including nucleic acids.

Our

second clinical-stage program is the development of MAT2501, our oral amikacin development program, which also utilizes our LNC platform

technology. MAT2501 is currently being studied in a Phase 1, single ascending dose (SAD) pharmacokinetic study in healthy volunteers,

with results expected late in the first half of 2022. This program is funded in large part by the Cystic Fibrosis Foundation (CFF) and

together we are developing MAT2501 initially for the treatment of non-tuberculous mycobacterial (NTM) infection, a serious lung infection

which can be especially problematic in patients with cystic fibrosis (CF). To date, we have received commitments totaling approximately

$4.6 million from the CFF based, in part, upon the positive preclinical proof-of-concept data generated by Colorado State University

testing MAT2501 efficacy against both amikacin-sensitive and resistant strains of infecting organisms in a CF mouse model for NTM infections.

We

plan to establish a broad internal and external pipeline of drug candidates utilizing our LNC platform. Internally, we have increased

our efforts to demonstrate, validate and optimize the formulation and intracellular delivery of nucleic acids. We also are in active

discussions with third parties concerning the formulation of proprietary nucleic acids utilizing our LNC platform and are concentrating

on those parties with demonstrated scientific expertise and competitive advantages in the nucleic acid space. We have ongoing collaborations

with third parties which have successfully broadened the application of our LNC platform and remain ongoing.

We

continue to evaluate additional potential strategic collaborations with other interested biotechnology and pharmaceutical partners. These

collaborations could enable us to grow our external pipeline and generate upfront, license, milestone and royalty payments as we maximize

the value of the overall LNC platform delivery technology.

Strategy

We

are focused on redefining the intracellular delivery of nucleic acids and small molecules through our LNC drug delivery platform and

its application to overcome current challenges in safely and effectively delivering small molecules, nucleic acids, gene therapies, proteins/peptides,

and vaccines.

Key

elements of our strategy include:

Our

Lipid Nanocrystal (LNC) Platform Delivery Technology

Efficient

and safe delivery of medicines remains one of the biggest challenges in the pharmaceutical and biotech industry today. The importance

of cell-mediated immunity and current challenges associated with effective intracellular drug delivery has created a significant area

of need. Current technology options, including liposomes, lipid nanoparticles (LNPs) and viral vectors, have been widely adopted but

each have significant limitations including inefficient delivery, undesirable and dangerous toxicity and immunogenicity, and unstable

formulations forcing challenging storage conditions (Figure 1). The method in which these technologies gain access to a cell varies and

often is responsible for significant adverse effects for patients. Despite these known challenges, adoption has been widespread due to

the lack of viable alternatives. Today, LNPs and viral vectors are being used to deliver both small molecules and gene therapy.

Figure

1: Current Delivery Technologies

Our

Solution: LNCs

Our

proprietary LNCs are primarily composed of two naturally occurring materials: a phospholipid, like phosphatidylserine (PS), and calcium.

They are stable and have a unique multilayered structure consisting of a large, continuous, solid, lipid bilayer sheet rolled up in a

spiral or as stacked sheets, with no internal aqueous space. This unique structure provides protection from degradation for molecules

trapped in or between lipid bilayers. Components within the interior of the LNCs remain intact, even though the outer layers of the LNCs

may be exposed to harsh environmental conditions or enzymes (Figure 2).

Figure

2 LNC Formulation

Our

LNCs protect active pharmaceutical ingredients in lipid bilayers and can intercalate into the phospholipid interior or otherwise remain

trapped within the bilayers (Figure 3). The presence of minimal amounts of calcium keeps the LNCs intact.

Figure

3 LNCs Protect API in Bilayers

LNCs

can be delivered in a variety of ways, including orally, intramuscularly, intravenously and intranasally. This flexibility represents

a significant advantage over other delivery modalities and presents significant opportunities to efficiently encapsulate many different

molecules, both water soluble and water insoluble, including small molecules, nucleic acids such as antisense oligonucleotides (ASOs),

messenger RNA (mRNA) and small interfering RNA (siRNA), and nucleotides as large as eleven kilobases including DNA plasmids and potentially

CRISPR/Cas9, a gene editing technology.

Intracellular

delivery of molecules is usually accomplished by either endocytosis (through a variety of pathways including phagocytosis, clathrin-mediated

endocytosis (CME), caveolin-mediated endocystosis, and macro- and micropinocytosis), or through membrane fusion. LNPs are limited

in that they can typically only access a cell via CME, followed by disruption of the endosomal membrane within the cell to gain

access to the cytoplasm. LNPs typically are very inefficient, and patients also experience injection site adverse events (AEs) and other

toxicities associated with LNPs, thereby limiting chronic use. LNPs also cannot be delivered orally. Viral vectors, including

adeno-associated virus, attempt to utilize nature’s intracellular delivery mechanisms to facilitate fusion with the cell membrane

and delivery of molecules into a cell. Unfortunately, viral vectors have historically been associated with severe negative immune responses

and, like LNPs, cannot be delivered orally. We believe LNCs can effectively delivery molecules through both endocytosis and membrane

fusion, in addition to having great flexibility with the desired route of administration.

We

believe that LNC’s unique ability to enter a cell through endocytosis (including phagocytosis and macropinocytosis), membrane

fusion, or a combination thereof, relates directly to the presence of a phospholipid, like phosphatidylserine. Phosphatidylserine (PS)

is present in virtually all cells and is an integral part of the cell membrane. PS is normally localized to the inner part of the membrane

bilayer by active cellular processes. However, with cell “activation”, which occurs when there is infection, inflammation,

injury, stimulation, cell death or some other issue impacting a particular cell, PS moves from the inner layer to the outer layer and

facilitates fusion with our LNCs (Figure 4). Certain cells also contain PS receptors, which actively take up LNCs due to the presence

of PS (Figure 5).

Figure

4: Asymmetry of the Phospholipid Membrane

Figure

5: Role of PS and PS Receptors in the Uptake of LNCs into Cells

Through

phagocytosis, macrophage and other cells containing PS receptors readily engulf LNCs and their drug cargo into vesicles, or endosomes,

facilitating intracellular delivery. LNCs can also fuse with cell membranes and deliver drug cargo directly to the cytoplasm. LNCs have

been designed to mimic enveloped viruses and can efficiently deliver drugs and/or molecules to cells without adverse immune responses.

For

some molecules, the goal is simply to achieve safe and effective intracellular delivery. This is especially relevant when delivering

sensitive genetic material and other molecules desiring cellular impact (i.e., antivirals). For other molecules, or drugs, utilizing

activated cells as a mechanism to deliver drug to infected tissues or other areas of the body becomes critical.

LNCs

in pre-clinical studies have been shown to improve existing drugs by providing 1) cell-targeted delivery; 2) reduced blood levels thereby

reducing toxicity; and 3) oral delivery of drugs now only available intravenously. For example, LNCs delivered orally work by encapsulating

molecules of drugs in a solid, anhydrous, crystalline structure, protecting them as they pass through the GI tract where they cross the

mucous membrane. Once the LNCs have crossed the mucosal barrier of the GI tract into the lymphatic system, they are picked up by activated

cells including cells of the mononuclear phagocytic system, such as macrophages and dendritic cells. Professional phagocytes, with drug-loaded

LNCs inside, are believed to follow natural signal molecule paths and migrate to the site of infection or to the target organ and deliver

their payload.

Therapeutic

applications of our proprietary delivery technology have been initially focused on the delivery of several potent and highly efficacious

anti-fungal and anti-bacterial agents, which are currently still associated with serious side effects, including irreversible toxic effects

on kidney and hearing function. We believe our technology has the potential for targeted delivery of these agents, which positions us

to be at the forefront of dealing with these very serious problems. We have now also expanded our research and development efforts for

our LNC platform delivery technology to focus on the delivery of a wide range of therapeutic treatments, in particular those in the oligonucleotide

class of agents (antisense oligonucleotides, mRNA, and CRISPR-Cas9).We continue to advance our business development efforts to

further expand our collaborations across pharma and biotech companies who have innovative therapies with delivery challenges, which may

be addressed with our LNC platform delivery technology.

Safety:

A key innovation of our LNC platform delivery technology is our ability to package medication inside lipid-crystal particles

without leaking. Because of their crystalline nature, these particles are truly solid and hold on tightly to their medication payload.

This is where the LNC platform delivery technology differs markedly from other lipid-based delivery technology, such as liposomal delivery.

Liposomes are liquid delivery systems which typically leak some of their drug content into the circulatory system, thus still exposing

vulnerable organs and tissues to potential toxic effects. Keeping potentially organ-toxic medications inside the lipid-crystal particles

significantly differentiates our LNC platform delivery technology from other drug-delivery approaches.

Targeted

Delivery: The size of our individual LNCs is typically in the range of 50-500 nanometers. This is very small and by comparison

close to the size of a large virus or a small bacterium. Our body produces many activated cell-types that are predisposed to interact

with our LNCs. These activated cell types, including bone marrow-derived hematopoietic cells such as macrophages, infected cells, injured

cells, tumor cells and epithelial cells are all prone to engulf or fuse with our phosphatidylserine-based LNCs. Because of the size of

our LNCs and their PS surface structure (the cell membranes of bacteria are also made up from PS), activated cells tend to take up these

LNCs very efficiently and without any adverse immune response.

Oral

Formulation: Many drugs that are currently on the market are only effective in treating diseases when administered intravenously.

For example, many anti-infective drugs must be administered intravenously in order to be effective. IV administration presents several

challenges to care, such as risk of infection, patient discomfort from injections, and higher cost of care than anti-infective drugs

that can be taken orally (IV delivery must be performed by a doctor or nurse, often within a very expensive hospital setting). Although

several technologies have been used to attempt to convert IV drugs to orally delivered medications, success has been limited due to the

difficulty in achieving adequate bioavailability (i.e., the amount of drug that is absorbed into the body) with an oral formulation.

We believe that the unique LNC structure in our platform technology protects the drug from degradation when it passes through the GI

tract and that its lipid surface features facilitate the particle being absorbed into the blood stream. The potential application of

our LNC platform delivery technology for the delivery of injectable medications offers significant clinical and commercial value with

successfully demonstrated safety and efficacy in human clinical trials.

Our

LNC platform technology changes the delivery of medicines in a unique manner and alters the bio-distribution of these medications by

targeting tissues and organs that are affected by infection and inflammation. In addition to IV-only anti-infectives such as amphotericin

B and amikacin, in animal studies we have orally delivered vaccines, siRNAs, NSAIDs, other anti-infectives such

as atovaquone, and many other compounds across multiple therapeutic areas, demonstrating the potential broad application of our technology.

We have observed rapid local accumulation in infected tissues, which appear to be the result of transport of our drug-loaded LNCs by

and to activated cells.

Our

LNC Clinical Stage Assets

We

have leveraged our platform LNC delivery technology to develop two clinical-stage products that we believe have the potential to become

best-in-class drugs in their respective therapeutic classes. Our lead product candidate, MAT2203, is an orally-administered LNC formulation

of a broad spectrum anti-fungal drug called amphotericin B. Based on the data generated in Cohort 2 of the EnACT Trial and following

an End of Phase 2 Meeting with FDA, we believe we have a pathway to NDA submission for MAT2203 following confirmatory data to

be generated in an additional cohort (Cohort 5) in the ongoing EnACT Trial. We additionally believe there are opportunities for approval

of MAT2203 for the treatment of additional invasive fungal infections in areas of high unmet medical need, which we will be evaluating

in a number of preclinical animal models in Candida auris and mucormycosis in 2022.

Based

upon the preclinical data generated by the NIH, the NIH has financially supported a grant application from the University of Minnesota

to conduct the EnACT study in Uganda. This study was initiated in October 2019 and is exploring the use of MAT2203 for both induction

and maintenance therapy in the treatment of CM, which is one of the most frequent and opportunistic infections in HIV patients. Given

the high morbidity and mortality associated with CM in HIV patients, the clinical unmet need is very high with the global burden estimated

at 1 million cases annually. We plan to leverage a 505(b)(2) regulatory pathway for MAT2203, in part relying upon FDA’s findings

of safety based upon the available preclinical tox data for IV amphotericin B. This strategy was discussed with the FDA in June 2019,

where we outlined our development plans for MAT2203 in CM and received FDA approval to proceed with the EnACT study which is currently

enrolling subjects in Cohort 4 of the trial. We have received four qualified infectious disease (QIDP) designations as well as an orphan

designation for the treatment of cryptococcosis, which, if approved, would result in twelve years of market exclusivity for MAT2203.

We met with the FDA in an End of Phase 2 Meeting in December 2021 to review the Cohort 2 data from the EnACT Trial and discuss a potential

path to NDA filing. Following our meeting with FDA, we now have a pathway to NDA submission following confirmatory data to be generated

in an additional cohort (Cohort 5) in the ongoing EnACT Trial. We will be meeting with FDA early in the second quarter of 2022 to gain

agreement on the design of this confirmatory cohort.

Our

second clinical stage LNC-based product candidate is MAT2501, an orally administered formulation of the broad-spectrum aminoglycoside

antibiotic amikacin, which may be used to treat different types of multidrug-resistant bacteria, including NTM, as well as various multidrug-resistant

gram negative and intracellular bacterial infections. In May 2017, we completed and announced topline results from a Phase 1 single escalating

dose clinical trial of MAT2501 in healthy volunteers in which no serious AEs were reported and where oral administration of MAT2501 at

all tested doses yielded blood levels that were well below the safety levels recommended for injected amikacin, supporting further development

of MAT2501 for the treatment of NTM infections. Following reformulation work, in 2019 we received a grant from the CFF to complete preclinical

studies with Colorado State University which further demonstrated the potential for MAT2501 in treating CF-associated NTM lung infections.

In November 2020, we received an additional grant from the CFF in the amount of $3.75 million to support the continued development of

MAT2501 through a comprehensive preclinical toxicology program and a SAD study in healthy volunteers with our new and improved formulation

of MAT2501. The grant was later increased by $0.3 million in November 2021 to bring the CFF’s total commitment towards the development

of MAT2501 to $4.6 million. This most recent grant was based upon the positive preclinical proof of concept data generated by Dr. Diane

Ordway at Colorado State University in a rigorous mouse model of NTM infection in mice with underlying CF disease. We are currently conducting

key acute and long-term toxicology studies to support Phase 2 clinical trials as well as an ongoing Single Ascending Dose (SAD) Trial.

MAT2203

Our

lead anti-fungal product candidate, MAT2203, is an application of our LNC platform delivery technology to a broad spectrum and potent

anti-fungal drug called amphotericin B. Traditionally, amphotericin B is an IV-administered drug used as a last resort for treatment

of systemic fungal infections resistant to triazoles and echinocandins, including resistant candidiasis, cryptococcal meningoencephalitis,

and aspergillosis. To date, there have been little to no reported clinically observed drug-resistance to amphotericin B, further

bolstering the use of this compound as the most likely last resort treatment for fungal infections in the foreseeable future. However,

the use of amphotericin B is relatively limited because it is currently only available as an IV-administered product and has documented

history of severe toxicity (most notably nephrotoxicity). By utilizing our LNC platform delivery technology to nano-encapsulate amphotericin

B, there is now an opportunity for the drug to be administered orally with targeted delivery to infected cells, which we believe may

have fewer side effects than the currently available IV-formulations of amphotericin B. Our LNC delivery of amphotericin B changes the

bio-distribution, resulting in a higher level of amphotericin B at the site of infection and a lower level of free circulating drug.

By reducing the amount of circulating drug, our LNC platform delivery technology may reduce overall toxicity. Importantly, drug concentrations

will be high only in target tissues due to the migratory nature of drug-carrying phagocytes to inflammatory regions. Based upon data

generated to date, we believe MAT2203 has the potential to offer improved safety and reduced toxicity and, as a result, we believe MAT2203

will be able to offer a categorically different and improved formulation that delivers orally administered amphotericin B, directly to

the target cell at the site of infection. In collaboration with the NIH, in multiple studies, we have demonstrated in CM mouse models

that our LNC-delivered amphotericin B, following oral administration, can successfully cross the blood brain barrier to the site of infection

in mice. This demonstration provides important data indicating that our LNC platform delivery technology could become an important delivery

solution for a variety of CNS-based disorders and diseases. These preclinical data have now been born-out in clinical data from Cohort

2 of the EnACT Trial.

We

believe that MAT2203 has the potential to become a best-in-class induction and consolidation therapy for the treatment of CM in HIV patients

by offering the following key potential benefits:

The

FDA has granted MAT2203 designations for Qualified Infectious Disease Product, or QIDP, and Fast Track for the treatment of invasive

candidiasis and aspergillosis, for the prevention of invasive fungal infections in patients on immunosuppressive therapy, and the treatment

of cryptococcosis. We recently also received Orphan Drug Designation for MAT2203 for the treatment of cryptococcosis and associated CM.

The FDA may designate a product candidate as an orphan drug if it is intended to treat a rare disease or condition, which is generally

defined as having a patient population of fewer than 200,000 individuals in the United States, or a patient population greater than 200,000

in the United States where there is no reasonable expectation that the cost of developing the drug will be recovered from sales in the

United States. The orphan drug designation provides eligibility for orphan drug exclusivity in the United States upon FDA approval if

a product that has orphan drug designation subsequently receives the first FDA approval for a particular active ingredient for the disease

for which it has such designation. For a product that obtains orphan drug designation based on a plausible hypothesis that it is clinically

superior to the same drug that is already approved for the same indication, in order to obtain orphan drug exclusivity upon approval,

clinical superiority of such product to this same drug that is already approved for the same orphan indication must be demonstrated.

Orphan drug exclusivity means that the FDA may not approve any other applications, including a new drug application (NDA), to market

the same drug for the same indication for seven years, except in limited circumstances such as if the FDA finds that the holder of the

orphan drug exclusivity has not shown that it can assure the availability of sufficient quantities of the orphan drug to meet the needs

of patients with the disease or condition for which the drug was designated. Similarly, the FDA can subsequently approve a drug with

the same active moiety for the same condition during the exclusivity period if the FDA concludes that the later drug is clinically superior,

meaning the later drug is safer, more effective or makes a major contribution to patient care. Orphan drug designation also entitles

a party to financial incentives such as opportunities for grant funding towards clinical trial costs, a waiver from payment of user fees,

an exemption from performing clinical studies in pediatric patients unless the FDA requires otherwise by regulation, and tax credits

for the cost of the clinical research. The QIDP designation, provided under the Generating Antibiotic Incentives Now Act, or the GAIN

Act, offers certain incentives for the development of new antibacterial or antifungal drugs, including eligibility for Fast Track designation,

priority review and, if approved by the FDA, eligibility for an additional five years of marketing exclusivity. Fast Track designation

enables more frequent interactions with FDA to expedite drug development and review. Fast Track designation does not change the standards

for approval, and we can provide no assurances that we can maintain Fast Track designation for MAT2203 or that such designation will

result in faster regulatory review. The seven-year period of marketing exclusivity provided through orphan designation, if granted, combined

with an additional five years of marketing exclusivity provided by the QIDP designation positions MAT2203 with a potential for a total

of 12 years of marketing exclusivity to be granted at the time of FDA approval.

MAT2203

- Product Profile

MAT2203

is an orally-administered, LNC formulation of amphotericin B (a broad-spectrum fungicidal agent). Little to no clinical resistance has

been reported to date with amphotericin B as compared to the rapidly emerging drug resistance seen with other antifungal therapies. Currently,

IV administered amphotericin B is the only broad spectrum fungicidal drug; however, it also has significant treatment-limiting side effects,

most notably nephrotoxicity. We believe that the ability to provide amphotericin B orally using our proprietary LNC platform delivery

technology, may offer a new and promising alternative for patients and doctors.

The

data from animal toxicity studies for MAT2203 indicate a substantial advantage over other amphotericin B formulations in observed toxicities

and side effects, which we believe is driven by two primary factors:

Development

History of MAT2203 and Initial Target Indication

Preclinical

Data:

Oral

MAT2203 has demonstrated antifungal activity when administered orally in several animal models for Cryptococcus, Candida,

and Aspergillus infection [Zarif et al, 2000; Perlin, 2004; Lu et al, 2019]. The efficacy in these animal

models have shown to demonstrate comparable or superior antifungal activity compared to IV amphotericin B but with reduced toxicity.

The

in vivo efficacy of MAT2203 has been shown in multiple mouse models infected with Cryptococcus neoformans; these studies

were conducted by Dr Peter Williamson at NIH [Lu et al, 2019]. Multiple studies demonstrated the potential for MAT2203 administered

in combination with 5FC to provide an effective oral formulation for treatment of cryptococcal meningitis. Using a 3-day delayed model

of murine cryptococcal meningoencephalitis and a large inoculum of a highly virulent strain of serotype A C. neoformans, MAT2203,

administered in combination with 5FC, was found to have efficacy equivalent to administered amphotericin B deoxycholate with 5FC and

superior to oral fluconazole without any observed toxicity. Transport of fluorescent MAT2203 particles to the brain as well as significant

brain levels of amphotericin drug was demonstrated in treated mice, and immunological profiles were similar to those of mice treated

with conventional amphotericin B. These studies offer the potential for an efficacious oral formulation of a known fungicidal drug against

intrathecal cryptococcal disease. MAT2203 therefore provides a promising therapeutic option for CM.

Additional

preclinical studies of MAT2203 are planned to investigate the treatment of invasive fungal infections, such as Candida auris and

mucormycosis (black fungus), to position MAT2203 for label expansion. Data is expected in late 2022.

Clinical

Data:

Clinical

studies conducted and previously completed with MAT2203 include 2 Phase 1 studies in healthy subjects (Study CAM-102 and Study

MB-70011), and 2 Phase 2 studies: 1 completed study in patients with moderate to severe vulvovaginal candidiasis (VVC) (Study

MB-70005) and 1 study in patients with mucocutaneous candidiasis who are refractory or intolerant to standard non-IV therapies (MB-70004).

As

of the end of January 2022, MAT2203 has been administered to a total of 247 subjects in 5 clinical trials as follows: 52 healthy subjects

(Studies CAM-102 and MB-70011), 36 patients with HIV and 65 patients with cryptococcal meningitis (in EnACT Trial MB-70007), 91 patients

with VVC (MB-70005), and 4 patients with mucocutaneous (esophageal and oropharyngeal) candidiasis (MB-70004). In these studies, single

doses of MAT2203 up to 2.0 g and repeated doses of MAT2203 up to 2.0 g/day and as long as 60 months have been safe and well-tolerated.

Results of these studies support efficacy of oral MAT2203 against Cryptococcus and overall safety of longer-term MAT2203 treatment.

The

EnACT Trial (MB-70007) consists of 2 parts. Part 1 of the EnACT Trial was conducted in HIV-positive patients with a history of cryptococcosis

evaluated ascending oral doses of MAT2203, and identified a safe maximum tolerated dose for Part 2 of the trial.

Part

2 of the EnACT Trial is a prospective, randomized, open-label clinical trial to investigate the safety, tolerability, and

efficacy of oral MAT2203 compared to Standard of Care (SoC) for the treatment of CM in patients with HIV and was originally divided into

four distinct patient cohorts. Cohort 2 of the EnACT Study was designed to assess the potential to treat CM infections with oral MAT2203

as a step-down treatment during the induction phase of treatment immediately following only 2 days of IV amphotericin treatment, with

continued treatment with MAT2203 for up to 6 weeks during early maintenance treatment. We believe that the clinical benefit of step-down

treatment from IV amphotericin to oral MAT2203 will provide compelling clinical evidence of efficacy in treating this deadly infection

with our oral agent. This cohort of patients also provided key data to support the further advancement of the EnACT Study to ultimately

test the potential to treat CM infections with an all-oral amphotericin dosing regimen in subsequent cohorts (Cohorts 3 and 4). The primary

efficacy endpoint for Part 2 of EnACT is early fungicidal activity (EFA) defined as rate of clearance of Cryptococcus from the cerebrospinal

fluid (CSF) (log10 colony forming units [CFU]/mL/day) as measured by serial quantitative fungal cultures over the first 2

weeks of treatment.

In

Part 2, cohorts 1, 2, and 3 have been completed and Cohort 4 is ongoing. Enrollment in Cohort 3 has completed with 14 subjects enrolled,

8 of whom are still active in the trial; 10 of the 14 patients received at least 1 dose of MAT2203. Eight patients have been enrolled

in Cohort 4 as of 26 January 2022; 5 of these 7 patients received at least 1 dose of MAT2203.

In

Part 2, Cohort 2 of the EnACT Trial (MB-70007), 40 patients with active CM were treated with MAT2203. The mean EFA for these 40 patients

who received MAT2203 during induction was 0.422 log10 CFU/mL/day (95% CI: 0.294, 0.550). The primary efficacy endpoint for

the trial was met because the lower bound of the 95% CI for the mean EFA excluded 0.20 log10 CFU/mL/day. In addition, among

patients treated with MAT2203, CSF sterilization rates were greater than 90% and all patients who completed the induction phase achieved

sterile CSF cultures at end of induction or during consolidation treatment. Survival rates in Cohort 2 were high and there were no relapses

in patients receiving MAT2203 during consolidation. Additional analysis of final data from Cohort 2 demonstrated survival at Day 30 of

98% in patients receiving MAT2203 vs. 88% in patients receiving IV amphotericin B and culture conversion (sterility) assessed at any

time during the trial of 97% in patients receiving MAT2203 and 76% in patients receiving IV amphotericin B.

MAT2203

was demonstrated to be safe and well-tolerated over 6 weeks of treatment in Part 2, Cohort 2 of EnACT. The majority of SAEs and AEs reported

were considered to be expected in this HIV patient population and there was no evidence of MAT2203-associated renal toxicity or electrolyte

abnormalities in patients who received MAT2203. Additionally, GI AEs reported were generally transient, moderate in severity, and did

not have an impact on the ability of patients to tolerate the planned treatment course.

Health

Authority Interactions:

In

December 2021, the Company had a meeting with FDA to discuss a potential registration pathway for MAT2203. The

outcome of the meeting reinforced the FDA’s ongoing commitment to anti-infective drug development generally and to MAT2203 specifically.

During the meeting, the FDA expressed no concerns with any data generated to date related to the efficacy, safety, or tolerability of

MAT2203. Additional confirmatory evidence was requested for an indication for step-down therapy during induction treatment, but there

was no requirement for a separate stand-alone study or enrollment of U.S. patients. The FDA expressed openness to an expansion of EnACT

to include a new Cohort 5 to run alongside Cohort 4 in Uganda, increasing the number of clinical sites from two to five to streamline

the development program in support of an accelerated NDA submission. The Company is planning to meet with FDA in April 2022 to finalize

cohort design, including sample size required for non-inferiority and to discuss a potential primary endpoint of 30-day survival. NIH

financial support of EnACT expansion to Cohort 5 is anticipated and the Company continues to evaluate the timing for submission of an

application for Breakthrough Designation. A key chemistry, manufacturing, and controls (CMC) meeting with FDA is scheduled late in the

first quarter of 2022 to discuss and evaluate our MAT2203 formulation in support of a potential NDA submission in late 2023. The Company

also plans to submit a formal Request for Scientific Advice to the European Medicines Agency (EMA) in 2022 to align and plan for expanding

the regulatory footprint for MAT2203 globally.

Antifungal

Market Opportunity

The

overall global antifungal market accounted for approximately $11.9 billion in 2018 and is expected to reach approximately $13.9 billion

by 2026. In 2018, the global invasive fungal infection market was valued at more than $6 billion. This includes therapies used as active

treatment or prophylaxis (preventative) in the inpatient and outpatient setting, therapies used for the treatment of hospitalized patients

and therapies used for the treatment of patients who are being discharged from the hospital. We estimate that, each year, there are over

1.5 million cases of invasive fungal infections caused by various species of Candida, Aspergillus and Cryptococcus, the

three most common invasive fungal pathogens, globally. The estimated incidence in the U.S. for these conditions is approximately 46,000

for invasive candidiasis, 15,000 for invasive aspergillosis, and 3,700 for CM. For example, aspergillosis-associated hospitalizations

in the U.S. alone came at an estimated treatment cost of more than $1 billion. The rapid progression of disease and high mortality rates

(20% - 50%) associated with documented invasive fungal infections often result in antifungal therapy being administered in suspected

(unconfirmed) cases or as a preventative measure in patients at high risk. Also, the increasingly widespread use of immune suppressive

drugs as cancer chemotherapy or for organ transplantation or treatment of autoimmune disease has resulted in an increasing population

of patients at risk for invasive fungal infections. Furthermore, the limited number of systemic antifungal drug classes, consisting of

azoles, echinocandins and polyenes, and their extensive use, has led to increased numbers of infections with drug-resistant strains.

The Centers for Disease Control and Prevention (CDC) has listed fluconazole-resistant Candida as a serious threat requiring prompt

and sustained action and has also identified a rise in echinocandin resistance, especially among Candida glabrata. In June 2016,

the CDC issued an extraordinary alert for healthcare facilities and providers to be on the lookout for patients with Candida auris,

a multidrug resistant strain with high mortality (approximately 60%). Almost half of Candida auris isolates are multidrug resistant

to two or more antifungal classes (large majority resistant to fluconazole, 40% resistant to echinocandins). We believe this underscores

the urgent need for new agents with demonstrated activity against resistant strains and that can be administered with significantly less

toxicity and the potential to discharge patients earlier to reduce hospital stays and associated costs.

Physicians’

options for the treatment of fungal infections are limited by a lack of innovative therapies. Several factors have contributed to the

low rate of antifungal drug development, including a previously challenging regulatory environment that necessitated large and costly

clinical trials. As a result of this regulatory environment and other factors, the number of antifungals in development has decreased,

while anti-microbial resistance has increased.

MAT2501

MAT2501

is an oral, LNC formulation of the broad-spectrum aminoglycoside antibiotic agent amikacin, which utilizes our proprietary LNC platform

to achieve oral bioavailability, limit toxicity, and enable targeted delivery to sites of infection. Currently, amikacin can only be

delivered parenterally or through inhalation and is used to treat a variety of chronic and acute bacterial infections, including both

NTM infections and various multi-drug resistant gram-negative bacterial infections. IV and inhaled amikacin, however, are associated

with major side-effects including nephrotoxicity and ototoxicity (permanent loss of hearing) with long-term use. We believe that MAT2501’s

ability to orally deliver high levels of amikacin directly to the lung and without use-limiting toxicity, distinguishes it from all available

therapies and could provide an important solution for patients and physicians. We are currently developing MAT2501 for the treatment

of NTM lung disease, including infections in patients with CF. MAT2501 has been designated as a Qualified Infectious Disease Product

(QIDP) and as an Orphan Drug for the treatment of NTM by the FDA.

NTM

lung disease is a chronic, debilitating condition arising from an NTM infection in the lungs and is associated with significant patient

morbidity and mortality. The signs and symptoms of NTM lung disease often overlap with the underlying lung conditions that increase the

risk for NTM, like CF, bronchiectasis, COPD, and asthma. The most common pathogens for NTM infections in the United States are Mycobacterium

avium complex (MAC), which accounts for more than 80% of all NTM infections in the US. Patients with NTM lung infections frequently

require lengthy hospital stays and prolonged courses of antibiotics to manage their disease. The prevalence of human disease attributable

to NTM has increased over the past two decades and is now growing at more than 8% per year and is even more prevalent than tuberculosis

in the US. In 2018, it was estimated that between 75,000 and 100,000 patients were diagnosed with NTM lung disease in the US alone.

NTM

infections are extremely difficult to treat, especially so in patients with CF (Eikani, et. al., 2018). The infecting organisms

are frequently resistant to most antibiotics, and current treatment regimens require combination therapies with highly toxic drugs for

long periods of time, further complicated by challenges in delivering therapeutic levels of these toxic drugs across plasma membranes

of infected cells.

These

challenges are amplified in CF patients, with the thick buildup of pulmonary secretions that further impair treatment of infecting organisms.

Pulmonary infections represent the most frequent type of infection in CF patients, and are responsible for more than 90% of deaths in

the CF population (Rowe SM, et.al. 2005). MAC and Mycobacterium abscessus complex (MABSC) are NTM species that have emerged in

recent years as important opportunistic pathogens frequently responsible for pulmonary infections in CF patients (Brode SK, et. al.

2014). Infections due to MAC and MABSC are difficult to treat and to eradicate since these organisms are naturally resistant to most

antibiotics. The recommended treatment for MAC and MABSC pulmonary infections includes a combination of a macrolide (clarithromycin or

azithromycin), an aminoglycoside (amikacin), and an antimycobacterial antibiotic for MAC (rifampin and ethambutol), while MABSC many

Source: SEC EDGAR (public domain) · 10-K for the period ended 2021-12-31, filed 2022-03-08 · accession 0001493152-22-006231

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