David Mauney
Analyst · Raymond James. Your line is now open
Thank you, Lawrence and thanks everybody for being on the call today. We're obviously very excited. Looking backwards, I joined Ziopharm just over a year ago. I consider this a tremendous opportunity for me personally and as a scientific platform was then and is today rock solid, it's frankly getting better every day. To capitalize on this opportunity though, we had to become an independent company. Prior to our announcements last month, we were faced with many issues. We had a number of encumbrances that held us back as a result of the original ECC agreement with Intrexon. For example, we were inefficient in our drug development activities in large part due to joint governance and shared decision making and development responsibilities. The intellectual property provisions in the contract restricted the production, protection and continued use of IP developed by Ziopharm. The ECC’s sub-licensing provisions and the potential for de factor veto rights showed the interest and the ability for Ziopharm to attract and execute sub-licensing arrangements. And our balance sheet and financing viability was severely limited by the preferred stock being issued to Intrexon. Finally there were times, at times misalignment between the companies that absolutely needed to be resolved. We knew we had to create a new way of doing business and we knew the preferred stock had to go away. But we did not stop there. In fact, we succeeded across the Board and then some – and we did so on great terms. ZIOPHARM management and our Board initiated and drove a vigorous process throughout the entire course of 2018, that took us the better part of this year because we were unrelenting in our believes and our desires and we did not stop until we got the deal that we wanted and deserved. If it is not clear how monumental this last month has been, let me once again summarize what has happened in very simple terms. One, the ECC has gone, now replaced with a traditional biotech license agreement, giving us full developmental authority over pre-clinical and clinical activities, including manufacturing, regulatory and sub-licensing freedom for each of our core platforms. We now have the ability to generate our own IP and I will tell you we are rapidly proceeding on this. With respect to CAR-T, we do not wish to discover and develop new un-validated CAR targets instead we are free and clear globally for our so-called point-of-care work with CD19, without restriction. And we secured rights for an additional CAR target that remains unnamed and still subject to Merck KGaA’s option. This target happens to be one of the fast followers to CD19 and is already validated. Should we pursue this second CAR target, we will update the market accordingly. I can tell you for both of these CAR targets we are in advanced stages of discussion with an outside party, with the potential to collaborate and accelerate clinical work in the CAR space. Financially, the preferred stock issued to Intrexon with a significant hindrance to our balance sheet. Let me remind you as of September 30, 2018, it had already accumulated $37 million of interest in just over two years and was valued in total at $157 million. This was set to continue to compound at 12% annually as you know. Over the past 12 months, investors frequently reiterated that the preferred stock was a hindrance to their making an investment in our company. Allow me to illustrate this issue with some simple math. If we had not eliminated the preferred stock and instead had seen the preferred theoretically converted on September 30 of this year, it would have converted to nearly 52.5 million shares of common stock. Or another scenario, had we not eliminated this agreement in its entirety and instead accumulated to 12% annually on a go forward basis, in three years it would have grown to well over $200 million and in five years it would have approached $275 million. This situation was increasingly untenable and we had to stop it. It is now gone. We didn't buy it out or negotiated down. As part of the new agreement it was zeroed out, eliminated, as if it never existed at all. So not only did we reverse our balance sheet by $157 million in a single day last month and get the programs we wanted. We’ve also secured our balance sheet as of today just over a month later. The financing that was announced today is vitally important to the company, as we now have cash runway into the second quarter of 2020, both with our corporate cash as well as our resources available to us at M.D. Anderson Cancer Center. And we cannot be prouder to have these supportive investors that are supporting us. We did not go to the open market. We instead, systematically targeted some of our largest and most supportive shareholders who know the company best. In fact, several investors reached out to us immediately after the Intrexon separation was announced, and diligence commenced immediately. The syndicate includes MSD Partners, Miller Value Partners, White Rock Capital Management, Level One Partners and individuals affiliated with strong investment firms such as Watermill Asset Management. The investor group supports our long-term vision for the new Ziopharm. When determining the size of the race, we ultimately decided, after considering dilution, to limit the offering to $50 million, which will allow us to build up the company well into 2020 past several important milestones. Now, let me put up the one and only Slide for today one we think is indeed quite powerful. A month ago we had around 30 million in cash and cash equivalents. But after the financing closes tomorrow, we will have $75 million. A month ago we had a preferred stock issued to our partner valued at $157 million and accumulating, and now we have zero. A month ago we had a $6 million quarterly preferred stock dividend due to our partner, now we have zero. It's simple math, we reversed our balance sheet by a staggering $207 million in just over a month by getting rid of $157 million in convertible debt and subsequently adding $50 million of cash from some of our largest and most deep-pocketed and supportive investors. All, while getting the programs we wanted, ones that we think have the opportunity to bring incredible value to shareholders going forward. After the financing closes tomorrow, we will have a cash runway to execute and surpass multiple milestones, which now allows us to pursue partnerships and business development deals from a position of strength, as we always said we would. Our cash resources are now fully sufficient to execute planned development activities for Sleeping Beauty TCRT, and CAR-T therapies, as well controlled IL-12 into the second quarter of 2020. And we have maintained full control over the approximately $29.6 million at M.D. Anderson Cancer Center, which also happens to run into mid-2020. We didn't stop with contracts in cash however. As we were negotiating for our independence, we were also able to reconfigure our Board by adding life sciences depth and expertise with three new directors, who collectively have decades of experience funding, running and leading bio pharmaceutical companies. Our new Lead Director is also a formidable presence who has direct, relevant experience as a longtime biopharma CEO himself. And in a final but important move, the Board just added our CEO, Laurence Cooper as the newest voting member. And we're not done, as the former recruitment process continues to find the right talent and industry acumen to add to our Board with the remaining vacancy. From now forward, management is free and totally unencumbered to spend its time developing our science and getting it into the clinic to generate human data. Efforts we believe will accelerate tremendous market value and also efforts that will put a real squeeze on the non-believers. We have the flexibility to recruit world-class talent and have already engaged a leading search firm to help us acquire best-in-class executives. We are now deep in discussions with potential partners both in the U.S. and abroad and we now have the financial strength to make the best strategic decisions going forward. One of those decisions was to add a partner, Regeneron for our IL-12 program. Regeneron is a $38 billion company that thinks and acts like an entrepreneurial startup. And we cannot be more thrilled to have not only access to their very newly approved PD-1 inhibitor, cemiplimab, but we are also thrilled to be working with their world-class scientists and expert drug developers. We are also unrelenting in our negotiations with Intrexon to maintain our deep relationships with the two existing partners that we valued the most. Our relationships with the National Cancer Institute and MD Anderson are intact and stronger than ever with 2019 setting up to be a pivotal year as we will be treating patients at both centers with groundbreaking paradigm shifting approaches to immunotherapy. It was mission critical for us to retain every aspect of the relationship with both institutions. First, with the NCI and the ability to capitalize exclusively on all of the IP, and know-how, we have and will continue to develop as part of the Sleeping Beauty TCRT program. And at M.D. Anderson Cancer Center, we have accomplished much with point-of-care Sleeping Beauty for CD19. The science behind the treatments being done there is phenomenal. And we now have that work exclusively. Just as important, we have access to the almost $30 million there to push CD19 and potentially more over the goal line. Finally, we use the last year of partnership discussions to guide us in our future development efforts and validate where the full potential lives across each of our assets. With their direct input we now have a bit of a chichi and clearly know what we need to do to unlock that value. And we expect that knowledge to pay tremendous dividends as we move forward. Now let's shift gears and talk about these assets. Our platform technologies, Sleeping Beauty for TCRs, and two highly validated CAR targets, as well are controlled IL-12 and our pipeline of trials all remain intact after our separation from Intrexon. We now have the autonomy and the focus to develop each of them in a way that brings the most value to our shareholders. We believe our key asset in utilization of our groundbreaking technology revolves around the solid tumor opportunity, which begins with the NCI and the CRADA. Solid tumors or epithelial cancers caused most cancer deaths worldwide. Solid tumors dwarfs the size of markets currently addressed by the existing CAR-T therapies for liquid tumors or blood cancers. In fact, the solid tumor market is over eight times larger than the liquid tumor market and thus represents tens of billions of new opportunity. The Sleeping Beauty non-viral DNA plasmid based system could be the key to targeting solid tumors of all types, including colon, ovarian, lung, and others. And the system is not only a first of its kind, but it also enables truly personalized therapies made from a patient's own T cells to target their very own cancer cells, something we and many experts see as difficult to commercialize and keep costs under control when considering existing viral based approaches. The work with the NCI and Sleeping Beauty has been underway for a very long time. In fact, Dr. Rosenberg published his first paper on Sleeping Beauty in 2009. And nine years later this work is now at a point where we are ready to go into the clinic and treat patients next year. Two years ago, we entered into CRADA a Cooperative Research and Development Agreement with the NCI to get this project up and running. Before the CRADA the world, thanks to Dr. Rosenberg's leadership had experience using T cells from the patient to treat their existing tumor after they were taken out of the body, then selected and expanded. But the problem was how to get the TCRs into the T-cell. The preclinical models suggested it could be done. Dr. Rosenberg and ZIOPHARM aligned to use Sleeping Beauty to do gene transfer because this gene transfer approach is totally different from other cell therapy approaches. To treat patients with solid tumors will take a lot of different genes, either in one drug or multiple drugs to personalize the therapy for each patient. Our Sleeping Beauty platform can be rapidly produced and is scalable and with the cassette base system of gene's transfer, the platform stands to be a first mover in delivering T cells, expressing multiple TCRs to target solid tumors in individual patients. This work builds on the work of Dr. Cooper's lab at MD Anderson Cancer Center where Sleeping Beauty was developed to be faster and cheaper, more so than any other gene transfer technology and was the basis of the buyout by ZIOPHARM and Intrexon in early 2015. Over the last 22 months since the signing of the CRADA, Dr. Rosenberg's team has been working through the bioengineering steps necessary to get our Sleeping Beauty system ready for the clinic. There was a lot of preclinical work modeling, validating, and then using Sleeping Beauty to generate TCRs with actual patient cells. We know we can use Sleeping Beauty to get the TCRs transferred into the T cells and this work is actually being done every day at the NCI. The team at the NCI has reported back that Sleeping Beauty could be a terrific solution for the process to targets solid tumors. The Sleeping Beauty system can do many things that current approaches cannot. Not only does it transfer the TCRs to the T cells quickly and cost efficiently, it has the capacity to put multiple preprogrammed TCRs onto the T cells and go after multiple cancer cells in the patient's solid tumor. This is where the neoantigen sequences enter the equation, neoantigens which can now be identified by gene sequencing. These are mutations that cause healthy cells to mutate and become cancerous. We are working with Dr. Rosenberg's team and discussing collaborations in parallel with other groups to turn these cells into targets for Sleeping Beauty-modified T cells. We simply could not be in a better position to benefit from the long history of success and know-how of the NCI. We do not believe the NCI would move to an IND without being confident that this is a scalable and robust approach. And by our best estimates we will be delivering these therapies to patients for the very first time by the middle of next year. We plan to own the TCR space targeting neoantigens. We are jumping out as a first mover using non-viral gene transfer and we're going to build a fully integrated TCR company to do it. Our second Sleeping Beauty platform focus revolves around our approach for the very rapid, less than two-today manufacturing of CAR-T. With our independence we are now able to execute on our own strategy, one that we think is most cash efficient, while realizing the same tremendous value. Proving success in delivering so called point-of-care T cells will drive significant value and open up tremendous opportunities. Rather than spending time and money to invent and validate new CAR targets, we have streamlined our efforts around to well validated CAR targets and our entire effort is to get clinical data as fast as possible. Of course, we are well on our way to process improvements at MD Anderson Cancer Center that will lead to 70% T cell viability and we are identifying possible paths outside the U.S. to accelerate these efforts to get into the clinic. We are in negotiations with a well-respected potential partner to drive forward our U.S. and ex-U.S. activities and we hope to provide more details soon. Our efforts are one hundred percent focused on getting clinical data that proves to the industry that we changed the game for them. If we do that, it's game over. And we believe CAR players will need to access the Sleeping Beauty system immediately. Lastly, with regards to our IL-12 platform, we negotiated the rights to this platform because we believe it works. There appears to be huge, untapped value with controlled IL-12 and the RheoSwitch, especially when you consider some of the comparable companies, whether they are developing brain cancer therapies or drugs designed to leverage the cytokines of the immune system. In our hands, the RheoSwitch is the most clinically validated transcriptional switch in development with more than 1,100 veledimex doses administered to patients to activate and regulate the switch; and more than 100 patients in the clinic and across three types of solid tumors. We have seen it tune IL-12 production to meet patient needs with precision and safety time and again. IL-12 is the master regulator of the immune system and its response to cancer. This is demonstrated by our consistent observation that IL-12 turns cold tumors hot and we are building on this strong biomarker in brain cancer. That is why we are pushing it forward as a monotherapy and in combination with checkpoint inhibitors. And why we are confident about proceeding with Regeneron as a new partner. There may also be opportunities for combination therapy outside of brain tumors. For in combination with our controlled IL-12 platform, we may make PD1 inhibitors, which only work on about 30% of patients, much more effective on the other 70% of non-responders. Net-net this platform is a large opportunity for Ziopharm. Obviously there was a lot of groundwork done over the last year to get us here today and we have crossed a massive chasm to get where we are now compared to where we were just a month ago. We pushed for and secured our independence Ziopharm and all of our constituents. Our programs continue to create value in CAR-T, TCRT and IL-12 will all be in the clinic next year. We are working with the best in the world at our side. We have a new partner, Regeneron and expect more partnerships to be announced going forward. These are the assets we wanted to move forward with. We went after them with a clear plan and we succeeded on all fronts. TCRs check the two most clinically validated CARs, check, IL-12 check, autonomy, new board, path to sublicensing freedom, check, check, check. We remain partners with Intrexon and Precigen under the new license agreement. And what we believe is a fair and equitable outcome with both companies free to pursue their own paths. We each benefit from the others work with revenue sharing going both ways upon success. Given the clinical stage and scientific platform behind our assets, existing and future targeted partnerships and a fully transformed balance sheet, we believe that Ziopharm is significantly undervalued, especially when you compare us to some of the other companies out there with earlier stage ideas, each of whom will face tremendous headwinds with regards to scale, cost and complexity. We are extremely confident in our science and our ability to execute under our independent structure with our enhanced balance sheet. And we have a new ability to build a world-class team, all of whom will fight for our shareholders and you should absolutely expect that of all of us going forward With that I turn it back to Dr. Cooper.