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Synthetic Biologics Completes Acquisition of VCN Biosciences

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Synthetic Biologics, Inc. (NYSE American: SYN), a diversified clinical-stage company developing therapeutics designed to treat diseases in areas of high unmet need, today announced that it has completed the acquisition of VCN Biosciences, S.L. (VCN) following the satisfaction of all closing conditions.

VCN is a privately held clinical-stage biotech company focused on developing a new oncolytic adenovirus (OV) platform designed for intravenous (IV) and intravitreal (IVit) delivery to trigger tumor cell death, improve access of co-administered cancer therapies to the tumor, and promote a robust and sustained anti-tumor response by the patient’s immune-system. The acquisition transforms Synthetic Biologics’ pipeline with the addition of VCN’s lead clinical-stage drug candidate, VCN-01, as well as preclinical stage VCN-11, both of which are next-generation OVs in development for the treatment of cancers with high unmet need. VCN-01 was granted Orphan Drug Designation in 2011 by the European Medicines Agency (EMA) for the treatment of pancreatic ductal adenocarcinoma (PDAC), and in February this year was granted Orphan Drug Designation by the U.S. FDA for the treatment of retinoblastoma (RB). VCN-11 is a modified version of VCN-01 that incorporates a proprietary albumin binding domain in the virus outer shell and was designed to improve systemic delivery by enabling the virus to coat itself with host serum albumin and prevent inactivation by neutralizing antibodies.

“The acquisition of VCN positions us at the forefront of oncolytic virus development and propels the Synthetic Biologics pipeline forward,” said Steven A. Shallcross, Chief Executive Officer of Synthetic Biologics. “The therapeutic application of OVs has been limited, in part, by a need for local administration. Our OVs are designed for systemic administration to target primary as well as metastatic tumors. Once inside the tumor, our OVs are uniquely engineered to replicate selectively and aggressively within the tumor cells and to break down the tumor stroma through the expression of PH20, a differentiating benefit of VCN-01.”

Mr. Shallcross continued, “We are highly encouraged by the promising clinical safety and efficacy data generated to date, and we plan to start a Phase 2 trial of VCN-01 in combination with gemcitabine/Abraxane® standard of care chemotherapy in PDAC patients. The trial will be led by Dr. Manuel Hidalgo Medina, an internationally renowned physician, scientist and academic, with deep expertise in oncology, and a Member of the Board of Directors at Bristol Myers Squibb. Additionally, we plan to initiate a Phase 2/3 pivotal trial of VCN-01 as either an adjunct to chemotherapy or a potential rescue therapy in advanced RB pediatric patients. With a strong cash position and established collaborations with leaders in the field, we are poised to advance a robust multi-regional clinical program and maximize the clinical potential of our innovative product pipeline. We remain committed to driving shareholder value and look forward to providing updates on our progress as we work towards improving the lives of patients.”

Transaction Details

As consideration for the purchase of VCN, at the closing of the transaction Synthetic Biologics paid US$4,700,000 to Grifols Innovation and New Technologies Limited, the owner of approximately 86% of the equity of VCN, and issued to the remaining shareholders and certain key employees and consultants of VCN 26,395,303 shares of common stock of Synthetic Biologics, representing 19.99% of the outstanding shares of Synthetic’s Biologics common stock on December 14, 2021, the date of the Share Purchase Agreement with VCN and its shareholders. In addition to the consideration described above, under the terms of the Share Purchase Agreement, Synthetic Biologics has also agreed to make the following milestone payments to Grifols Innovation and New Technologies Limited:

Milestone Payments
US$3MM upon VCN-01 US IND Safe to Proceed – PDAC (or other first indication)

US$2.75MM upon VCN-01 US IND Safe to Proceed – RB (or other second indication)

US$3.25MM upon VCN-01 US first patient dosed– PDAC (or other first indication) after receipt of VCN-01 US IND Safe to Proceed for PDAC being informed

US$3.25MM upon VCN-01 US first patient dosed – RB (or other second indication) after receipt of VCN-01 US IND Safe to Proceed for RB being informed

US$6MM upon VCN-01 US Phase 2 trial meets the primary endpoint or if a Phase 2 trial is not conducted and only a Phase 3 trial is conducted then upon a Phase 3 being initiated – PDAC (or other first indication)

US$8MM upon VCN-01 Pivotal Trial meeting the primary endpoint or upon BLA Submission – RB (or other second indication)

US$12MM upon VCN-01 US Phase 3 trial meeting the primary endpoint or upon BLA Submission – PDAC (or other first indication)

US$16MM upon VCN-01 BLA Approval – PDAC (or other first indication)

US$16MM upon VCN-01 BLA Approval – RB (or other second indication)

In addition, Synthetic Biologics agreed as a post-Closing covenant to commit to fund VCN’s research and development programs, including but not limited to VCN-01 PDAC Phase 2 trial, VCN-01 RB pivotal trial and necessary G&A within a budgetary plan of approximately US$27.8 million.

A.G.P./Alliance Global Partners served as exclusive financial advisor to Synthetic Biologics in connection with the transaction. Tungsten Advisors served as the exclusive financial advisor to VCN Biosciences SL.

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