Item
1. Business.
GENERAL
ORGANIZATION AND BUSINESS
Boston
Therapeutics, Inc. (the “Company”) was formed as a Delaware corporation on August 24, 2009, under the name Avanyx Therapeutics,
Inc. On November 10, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Boston
Therapeutics, Inc., a New Hampshire corporation (“BTI”) providing for the merger of BTI into the Company with the Company
being the surviving entity (the “Merger”), the issuance by the Company of 4,000,000 shares of common stock to the stockholders
of BTI in exchange for 100% of the outstanding common stock of BTI, and the change of the Company’s name to Boston Therapeutics,
Inc. On February 12, 2018, the Company acquired CureDM Group Holdings LLC (“CureDM”), for 47,741,140 shares of common stock
of which 25,000,000 were delivered at closing and 22,741,140 shall be delivered in four equal tranches of 5,685,285 each upon the achievement
of specific milestones. Boston Therapeutics, headquartered in Lawrence, MA, (OTCQB: BTHE) is presently engaged in the field of complex
carbohydrate chemistry and peptide therapeutic drug discovery and development. We have entered into an agreement to acquire Nanomix,
Inc., a California corporation (“Nanomix”). Nanomix has developed an advanced mobile Point-of-Care (POC) diagnostic system
that can be used in performing a wide range of in vitro diagnostic tests in many environments. There is no guarantee that we will successfully
close the acquisition of Nanomix.
Recent
Developments
On
January 26, 2021, the Company, BTHE Acquisition Inc., a California corporation and wholly-owned subsidiary of the Company (“Merger
Sub”), and Nanomix entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among
other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with
and into Nanomix, with Nanomix continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the
“Merger”). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under
the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. Nanomix has developed an advanced mobile Point-of-Care
(POC) diagnostic system that can be used in performing a wide range of in vitro diagnostic tests in many environments. Our goal is to
provide laboratory quality testing for time sensitive medical conditions, at the first point of contact that a patient has with the healthcare
system, no matter where that occurs. The Nanomix eLab® system is CE Marked, a 510(k) is currently in process, and Emergency Use Applications
(EUA) for COVID testing has been submitted to the FDA. We intend to market and sell this system for the detection and diagnosis of a
variety of time sensitive medical conditions.
Subject
to the terms and conditions of the Merger Agreement, as consideration for the Merger, Company shall issue to the shareholders of Nanomix
1,000,000 shares of a newly created Series C Convertible Preferred Stock of the Company (the “Preferred Stock”). Upon the
effectiveness of the amendment to our Certificate of Incorporation to effectuate the reverse stock split referred to below, all such
shares of Preferred Stock issued to Nanomix shareholders shall automatically convert into approximately 35,029,160 shares of common stock
of the Company, the warrants to be assumed at closing may be exercisable into approximately 2,002,696 shares of common stock of the Company
and the options and restricted stock units to be assumed at closing may be exercisable into approximately 6,456,666 shares of common
stock of the Company. The shares of common stock issuable upon conversion of the Preferred Stock together with warrants, restricted stock
units and options to be assumed on the closing date shall represent approximately 80% of the outstanding shares of Common Stock of the
Company upon closing of the Merger.
The
Merger Agreement contains customary representations, warranties and covenants made by the Company and Nanomix, including covenants relating
to obtaining the requisite approvals of the shareholders of the Company and Nanomix, indemnification of directors and officers and the
Company’s and Nanomix’s conduct of their respective businesses between the date of signing of the Merger Agreement and the
closing of the transaction.
The
closing is subject to satisfaction or waiver of certain conditions including, among other things, (i) the required approvals by Nanomix
shareholders, (ii) the accuracy of the representations and warranties, subject to certain materiality qualifications, (iii) compliance
by the parties with their respective covenants, and (iv) no law or order preventing the merger and related transactions.
The
Merger Agreement (and the foregoing description of the Merger Agreement and the transactions contemplated thereby) has been included
to provide investors and shareholders with information regarding the terms of the Merger Agreement and the transactions contemplated
thereby. It is not intended to provide any other factual information about the Company or Nanomix. The representations, warranties and
covenants contained in the Merger Agreement were made only as of specified dates for the purposes of the Merger Agreement, were solely
for the benefit of the parties to the Merger Agreement and may be subject to qualifications and limitations agreed upon by such parties.
In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing
description, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose
of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may
also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents
filed with the SEC. Investors and shareholders are not third-party beneficiaries under the Merger Agreement. Accordingly, investors and
shareholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances
described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date
of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures.
Pursuant
to the Merger Agreement described above, the Company has agreed to deliver the Preferred Stock to the shareholders of Nanomix at the
closing of the Merger, subject to the satisfaction of the closing conditions set forth in the Merger Agreement.
From
January 25, 2021 through January 27, 2021, the Company entered into various agreements with certain debt holders, including CJY Holdings
Limited, a Hong Kong company controlled by the Company’s CEO and sole director’s brother (“CJY”), pursuant to
which liabilities exceeding approximately $4.5 million were converted or exchanged into 730,783,181 shares of common stock. The Company
granted CJY piggyback registration rights for a period of one year. Further, the Company entered into Exchange Agreements with the holders
of the Company’s Series A Preferred Stock pursuant to which the holders exchanged all outstanding shares of Series A Preferred
Stock for 75,000,000 shares of common stock. The Company entered into service agreements with various consultants and advisors pursuant
to which it issued 963,964 shares of Series B Preferred Stock. The rights, preferences, privileges and limitations of the Series B Preferred
Stock are set forth in a certificate of designation filed by the Company with the Secretary of State of the State of Delaware. The Series
B Preferred Stock ranks senior to the Company’s common stock and junior with respect to the Company’s Series C Preferred
Stock with respect to dividend rights and rights upon liquidation, winding-up or dissolution. Each Holder of Series B Preferred Stock
shall be entitled to receive dividends or distributions on each share of Series B Preferred Stock on an “as converted” into
Common Stock basis when and if dividends are declared on the Common Stock by the Board of Directors. Each outstanding share of the Series
B Preferred Stock will automatically convert into 1,000 shares of common stock on the date that approval of an amendment to the Corporation’s
Certificate of Incorporation, as amended, to implement a one-for-173 reverse stock split of the Corporation’s capital stock by
a majority of the votes entitled to be cast thereon, whether presented at a special or annual meeting of shareholders of the Corporation
or by written consent of the shareholders and the subsequent filing of such amendment with the Secretary of State of the State of Delaware.
The consultants and advisors were granted piggyback registration rights.
On
January 26, 2021, holders of 85.8% of the voting power of our capital stock acted by written consent in lieu of a meeting to approve
an amendment to the Company’s Certificate of Incorporation, as amended, effecting a one-for-173 reverse split of the Company’s
common stock and to change our corporate name from Boston Therapeutics, Inc. to “Nanomix Holdings, Inc.” The name change
and reverse stock split are subject to approval by FINRA.
Going
Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited cash
resources, recurring cash used in operations and operating losses history. As shown in the accompanying consolidated financial statements,
the Company has an accumulated deficit of approximately $28.0 million as of December 31, 2020 and used cash in operations of $784,299 during the year ended December 31, 2020. These factors among others, raise substantial doubt about the Company’s ability to continue
as a going concern.
The
Company has incurred recurring operating losses since inception as it has worked to bring its SUGARDOWN® product to market
and develop BTI-320 and IPOXYN. Management expects such operating losses will continue until such time that substantial revenues are
received from SUGARDOWN® or the regulatory and clinical development of BTI-320 or IPOXYN is completed. The Company has approximately
$7,400 cash on hand at December 31, 2019. Management is currently seeking additional capital through private placements and public offerings
of its common stock. In addition, the Company may seek to raise additional capital through public or private debt or equity financings
as well as collaboration activities in order to fund our operations. The Company was advanced $250,000 through the issuance of 10% notes
payable to a related party during the first quarter of 2020. The Company was advanced $330,000 through the issuance of 10% notes payable
to a related party during the second quarter of 2020. The Company was advanced $230,000 through the issuance of 10% notes payable to
a related party during the third quarter of 2020. The Company was advanced $25,000 through the issuance of 10% notes payable to a related
party during the fourth quarter of 2020. The Company has been advanced $220,000 through the issuance of 10% notes payable to a related
party during the first quarter of 2021. Management anticipates that cash resources will be sufficient to fund our planned operations
into the second quarter of 2021. The future of the Company is dependent upon its ability to obtain continued financing and upon future
profitable operations from the partnering, development and clarity of its new business opportunities.
There
can be no assurance that we will be successful in accomplishing our objectives. Without such additional capital, we may be required to
cease operations. The accompanying financial statements do not include any adjustments that might result should the Company be unable
to continue as a going concern.
Overview
We
are presently a pre-clinical and clinical-stage pharmaceutical development company focused on the clinical development, outsourced contract
manufacture and test marketing for commercialization of carbohydrate-based patented formulation of investigative materials as medical
food, supplements, drug and drug combination, and other clinical exploratory out sourced exploratory peptide therapeutic options. All
agents are targeted for new approaches to help manage blood sugar. The new treatment for pre-diabetes and diabetes related pathologies
we feel is the most important global unmet medical need. Our present early market entry is under dietary supplements regulation and patented
“food’ formulation. Due to limited funding, our activity including any drug development during year ended December 31, 2020
has been severely limited.
Currently,
our lead pharmaceutical drug candidates are:
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BTI-320, a non-systemic
carbohydrate-based compound designed to reduce “post-meal elevation” of blood glucose levels in all individuals. This
is especially important for pre-diabetes patients and type 2 diabetes patients; and
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BTI-410, a peptide injectable
compound designed to stimulate beta cell maturation, which has been seeking a partnership or appropriate divestiture for development
as a new insulin producing cell agent for the pancreas. If approved, this will alleviate stress on existing cells in type 2 diabetes
patients and in type 1 patients who are on immunosuppression therapy after having undergone kidney transplant surgery.
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IPOXYN, a carbohydrate-based,
injectable drug intended to prevent necrosis, or cell death, and to treat hypoxic conditions, such as diabetic foot ulcers and other
vascular/neurological complications. We are currently only maintaining Intellectual Property which the sourcing of Hemoglobin can
be secured.
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BTI-320
Following
Phase II clinical trial results reported in 2013 and the Phase IIb clinical trial concluded in October 2014, the U.S. Food and Drug Administration
(“FDA”) accepted the Investigational New Drug Application (or IND), which we filed for BTI-320 to treat Type 2 diabetes and
partial weight management in 2014. The final filing included 4 new active sites while Joslin Diabetes Center in Boston MA and the site
in New Mexico were dropped due to apparent enrollment conflicts and poor rate of recruitment. This first phase of our multi-center, that
anticipated expanding to multi-country trial, commencing in the fourth quarter of 2018 completed enrollment in November 2019. The trial
enrolled 66 patients and will suspend pending and FDA agreed upon plan for the expansion of up to 360 patients in a 24-week evaluation
study. This execution will be designed as a randomized, placebo-controlled, double blind “international” multi-center study
with two treatment arms. The trial will employ precision medical monitoring and will target the primary efficacy endpoint of Post Prandial
Glucose (PPG) or immediate blood sugar excursion reductions projected to have a mean change in HbA1c levels from baseline at 24 weeks.
When this adaptive and exploratory trial has been evaluated and agreed to as part of the FDA plans, we anticipate enrollment at a number
of international centers in Europe, Asia and Australia once the US reporting centers have completed the initial evaluation of the cohort
of 60 patients. Confirming, we suspended one additional new trial and the China site that was to pioneer a risk based retinal analysis
in pre-diabetic patients that was being set-up in Hong Kong. This was to employ a state of the art retinal image analysis to evaluate
the compounds effect on reduction of stroke risk.
We
negotiated with Mr. Conroy Chi-Heng Cheng, our current CEO and Director, pursuant to which Mr. Cheng or an affiliate to Mr. Cheng did
fund such trial. There is no guarantee that we will be able to successfully continue such financing. Mr. Cheng is a director and a shareholder
of the Company and a director of Advance Pharmaceutical Company (“Advance Pharmaceutical”), a Hong Kong based, privately
held company. On June 24, 2011, prior to his election to the Company’s Board, the Company entered into a definitive Licensing and
Manufacturing Agreement with Advance Pharmaceutical. In addition, CJY Holdings Limited, a Company controlled by Mr. Cheng’s brother,
Cheng Chi Him, holds a significant amount of convertible debentures payable by the Company. Mr. Cheng assumed the title of CEO so that
further US employment expenses could be reduced and all funding could be focused toward the clinical program.
BTI-410
Following
successful IND application in 2012, a Phase 1a First-in-Man study was completed in which ascending doses of BTI-410, ranging from 60
mg to 720 mg, appeared to be safe and well tolerated by all subjects in the study. Phase 1b, entitled “A Randomized, Double-blind,
Placebo-controlled Study of the Effect of 49 days of Treatment with Repeated Subcutaneous Doses of HIP2B (BTI-410) to Assess Safety,
Tolerability and Measures of islet β-cell Function in Subjects with Type 2 Diabetes Mellitus Treated with Metformin”, was
completed in 2015. Two new pivotal clinical trials are designed for the study of BTI-410. One Phase II study may be conducted in 36 type
1 patients on immunosuppression therapy after kidney transplant surgery. A second Phase II study may be conducted in 120 type 2 diabetes
patients pending the appropriate funding and/or the appropriate material manufacture. A China based Peptide Company was contacted several
times over the last year to quote on the synthesis of material needed for these studies, however, it should be clear that this program
has received another set-back with the resignation of our COO in 2018, the inability to execute in a timely manner without financing
during 2018 and with the loss of the firm collaboration to make the material. We did progress and locate a CRO, that we believe is capable
of creating a clinical program once a clinical trials material has been established and the FDA IND has been refiled. Certain parties
associated with CureDM Inc., have dropped all litigation against us to unwind the merger.
Development
of IPOXYN remains in pre-clinical suspension. The patent was progressed, however, no inhouse work has been done to date due to lack of
financial resources. The Company is exploring a partnering alliance for the participation with a funded program in China. We do not anticipate
any activity will occur until support funding is obtained.
We
currently continue test digital selling SUGARDOWN® in the US (Amazon.com), this non-systemic, polysaccharide based dietary supplement
designed to support healthy blood glucose levels, is sustaining incremental sales via the Internet and by targeted purchase orders through
a piloting program in specialty independent pharmacies in one city. However, there is no management focus on these sales, we are seeking
a partnering opportunity in 2020 for SUGARDOWN®.
Novelty
of Complex Carbohydrate Science
Carbohydrate
molecules, which are essential to the transmission and recognition of cellular information, have been shown to play an important role
in major diseases including cancer, cardiovascular disease, Alzheimer’s disease, inflammatory disease and viral infections. We
believe this offers a largely untapped area for treatment by utilizing:
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in the case of BTI-320
and SUGARDOWN®, modified mannan (a polymer found in plants) to lower the rapid rise and peak amplitude in post-prandial blood
glucose (PPG, or post-meal blood sugar), and
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in the case of IPOXYN,
stabilized hemoglobin as modified by carbohydrate chemistry to deliver oxygen to cells in hypoxic condition sustaining vascular integrity.
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We
use naturally derived, available and specially processed plant extracts as starting material to create proprietary complex carbohydrate
formulations with specific molecular weights and other pharmaceutical properties. We have received our first patent in the EU and continue
to expand the US and global position. These complex carbohydrate molecules are then formulated into an acceptable pharmaceutical material
through establishment of dose effect and stability maintenance process. Using these novel carbohydrate-based candidate compounds that
largely bind and inhibit enzymes, we are undertaking the focused pursuit of developing therapies for metabolic diseases like diabetes
and other serious diseases in which enzyme activity have a demonstrated role in disease management.
During
the 4th quarter of 2019, our management team changed as Conroy Chi-Heng Cheng took over as CEO. Mr. Carl W. Rausch, who has
played a role in the applications associated with the development of complex carbohydrate science in Asia, stepped down as CEO to move
into a consulting role for the possible pipeline of carbohydrate-based therapeutics in cell metabolism and other protein chemistries.
These new applications can address a variety of unmet medical needs. We believe this expertise is particularly valuable as we progress
with specialty processes and clinical development of our products. The Company is working to confirm the next phase of clinical development,
to partner and to build Company and market awareness of these technologies through the introductory sales of SUGARDOWN®.
Removal
from Boston Therapeutics: Novelty of Human Peptide Therapeutics and Proteomic Platform Technology
Following
the completion of the human genome project, certain human proteins that are in low availability and only transiently expressed became
known. The REG3A protein is known to be a trigger in the development pathway of endocrine function in the pancreas. BTI-410 was derived
from the active region of this larger protein, stabilized for use as a therapeutic and extensively studied in vitro and in animal models.
The human proteomic pathway was established using a novel proteomic approach to discovery of potential new mechanisms of action.
Peptides
are recognized for being highly selective and efficacious and, at the same time, relatively safe and well tolerated. In general, peptides
are selective and efficacious signaling molecules and given their attractive pharmacological profile and intrinsic properties, peptides
represent an excellent starting point for the design of novel therapeutics and their specificity has been seen to translate into excellent
safety, tolerability, and efficacy profiles in humans. This aspect might also be the primary differentiating factor of peptides compared
with traditional small molecules. Furthermore, peptide therapeutics are typically associated with lower production complexity compared
with protein-based biopharmaceuticals and, therefore, the production costs are also lower, generally approaching those of small molecules.
Thus, in several ways, peptides are in the sweet spot between small molecules and biopharmaceuticals.
Using
human protein interaction technology and public and proprietary databases to elucidate pathways of interest, BTI-410 was discovered and
developed at CureDM. Preclinical data showed the unique specificity and efficacy of the compound with respect to a novel mechanism of
beta cell maturation and the US Food and Drug Administration (FDA) accepted the application for Investigational New Drug (IND) in 2012.
Subsequently, Phase 1a studies in healthy human subjects proved that the drug was very well-tolerated and lead to no adverse events.
Phase 1b study in type 2 diabetes patients resulted in statistically significant increases in pre-hepatic insulin secretion, increases
in fasting insulin and improved response to glucose challenge.
The
cause of both type 1 and type 2 diabetes mellitus (T1DM and T2DM) is the loss of functional pancreatic islet mass due to abnormally high
rates of destruction that outpace the natural mechanisms for replacement of the islet mass. Currently, there is no treatment option that
promotes the regeneration of islets and maturation of beta cells to impact the underlying causes of this disease. BTI-410 is such a compound.
We were unable to address this opportunity during 2019 due to loss of the management of this project and the lack of funding. No clinical
studies were to be conducted to show efficacy by this mechanism, so at present the only expense was to maintain the Intellectual Property.
BTI-320
and SUGARDOWN® Mechanisms of Action
Diabetes
is a chronic disease in which a patient’s inability to produce the hormone insulin in sufficient amounts is compromised if not
totally lost. This defect leads to high levels of glucose in the blood stream, which in turn leads to many systemic vascular and organ
complications such as heart, kidney and retina dysfunction and even premature death. To address this “immediate” overload
the modified mannan in BTI-320 formulation, works to lower the rapid rise in post-meal blood glucose from processed foods, which contain
minimal fiber and free sugar loads in several ways. First, we have evidence that it binds to long-chain starch polysaccharides in foods
and also to the digestive enzymes that cleave these large sugars into glucose. Second, it appears to temporarily coat the inside of the
small intestine to slow the early absorption of glucose. Together, these mechanisms have been shown to lower the rate and the availability
for glucose absorption in the small intestine and thus slows the amount entering the blood. This delays the exposure time for the digestive
process to a region lower in the gut.
This
effect of BTI-320 is measured by monitoring the amount of glucose absorption as a difference in sugar increases in the bloodstream over
time and in sugar peak height as well as an immediate excursion that is not addressed by all the present hypo-glycemic drugs that actively
eliminate glucose from the blood given their presence in any concentration. Most anti-diabetes drugs, also considered to cause hypoglycemic
events, if not managed well, force blood sugar levels down from the presence in the blood streams by targeting organ systems such as
the pancreas, the liver, the kidneys and the body’s cells, thereby increasing the risk of serious side effects if not carefully
managed. This whole clinical effect has become known and managing your glycemic variability. High variability means poor control of blood
sugar. This has been evidenced in recent FDA findings and concerns for cardiac insult, kidney disease, and even brain dysfunction. In
contrast, BTI-320 targets enzymes in the mouth and small intestine to reduce the uptake of glucose during the digestion of carbohydrate
foods. We believe this preemptive, non-systemic approach to blood sugar management provides for a broader safety profile as well as a
greater ability to work with other systemic blood lowering agents like insulin. All this leads to lower prescription drug dosing and
longer-term effectiveness. The BTI-320 profile is enhanced due to its GRAS (Generally Regarded as Safe) classification of its components.
SUGARDOWN® has a similar mechanism of action and designation.
In
February 2013, we reported positive results from a Phase II clinical study conducted at Dartmouth-Hitchcock Medical Center that evaluated
the safety and efficacy of BTI-320. The study evaluated BTI-320 in 24 patients with Type 2 diabetes between the ages of 18 and 75 with
a body mass index (BMI) of 25-40 kg/m2 and with a HbA1c (a lab test that shows the average level of blood glucose over the previous three
months) of less than or equal to 9 percent. The primary endpoint of this study was to demonstrate a reduction of incremental area under
the curve (AUC) of post-meal blood glucose by 20%.
In
this study, forty-five percent (45%) of patients responded positively with a forty percent (40%) reduction of post-meal glucose in the
blood compared to baseline in a dose-dependent manner. Additionally, results showed the effect of BTI-320 does not correlate with duration
of diabetes, and worked safely, (no-direct-hyopglycemic effect) regardless of concurrent diabetes medications. There was no severe hypoglycemia
(low blood sugar episodes), gastrointestinal side effects were mild and satiety (fullness) was observed. In the article published in
the July/August 2013 issue of the peer reviewed journal, Endocrine Practice, there were no serious adverse events (SAEs) from
the data analysis of the open-label dose escalation crossover trial on patients with Type 2 diabetes.
In
2012, with Advance Pharmaceutical Ltd, Hong Kong, we conducted a clinical study glycemic test at the University of Sydney in Australia.
The results showed the post-meal incremental area under the curve (iAUC) for glucose and insulin were significantly lower following consumption
of SUGARDOWN® prior to a controlled high carbohydrate meal of rice in a dose-dependent manner. This resulted in a reduction of up
to 61 percent in post-meal elevation of blood glucose compared with the rice consumed alone. On average, there was a 32 percent reduction
in the post-meal iAUC for glucose and a 24 percent reduction in post-meal insulin response for the volunteers in the study. No severe
adverse effects were reported or observed during the study. SUGARDOWN® was tested in healthy, but overweight, adults with a mean
body mass index (BMI) value of 27.3 kg/m2. This clinical study indicated that SUGARDOWN® can maintain healthy glucose levels even
after meals, when sugar tends to spike. (Studies are under monograph review)
In
October 2014, we reported results from a pilot Phase IIb study of BTI-320 in patients with Type 2 diabetes conducted in the U.S. by Accumed
Research Associates. The trial enrolled 23 patients with Type 2 diabetes diagnosed for at least one year and who were on a stable daily
dose of metformin for at least three months. The patients were administered BTI-320 and metformin using a randomized, double-blind, placebo-controlled,
dose-ranging, three-way cross-over study design. Of the 23 patients that completed the trial, 15 patients did not demonstrate a measurable
difference in response by reporting a significant reduction from normal to the rice test meal. The remaining eight patients responded
to BTI-320 with up to a 34% reduction in post meal blood glucose levels. Patients were given one to two chewable BTI-320 tablets, half
of the dose of the Dartmouth study and one third the dose of the University of Sydney trial. The results of the trial showed BTI-320
to be as safe and as well tolerated, with no serious adverse events reported and provided information on different patient populations
to be used to design the appropriate protocols for future clinical trials. This also demonstrated the value and the need for continuous
glucose monitoring as a way to capture the post prandial effect on sugar reduction, an effect not seen with the present medications in
the US.
In
2016, Advance Pharmaceuticals Ltd. HK, completed and reported the 60 patient continuous glucose monitoring (CGM) proof of concept trial,
and reported no increases in fructosamine, a short term measure of glycation of plasma protein (none was anticipated due to the non-diabetic
population), and a significant decrease in the post prandial blood glucose acute rise in blood sugar in high risk Asia pre-diabetic
patients. The trial was fully reported on Clinicaltrials.gov and the abstract was accepted and presented at the June 2017 American Diabetic
Association meeting in June. The data sets and the manuscript has been submitted for publication.
We
began a new clinical trial during the fourth quarter of 2018. The trial completed enrollment of 66 patients during 2019. Pending 360-1000
patient trial (expansion of the exploratory) of the 24 week evaluation study which is designed as a randomized, placebo-controlled, double
blind “international” multi-center study with two treatment arms. The exploratory trial employed precision medical monitoring
and targeted the primary efficacy endpoint of Post Prandial Glucose (PPG) or immediate blood sugar excursion reductions. The projected
trend is to have a mean change in HbA1c levels from baseline at 24 weeks is not powered for significance but will report confidence intervals.
We completed enrollment at 4 centers located in the U.S. with the initial 66 patients. Due to limited funding, our activity during year
ended December 31, 2020 has been severely limited.
We
began a proof of concept trial for vascular effect by the proprietary analysis of retinal vasculature in 2018. However, this study which
was to be supported with 40% grant funds from the Hong Kong granting agency, was suspended and terminated before enrollment due to a
severe lack of capability to work with new continuous glucose monitoring technology. The Company has suspended licensing discussions
for securing rights for the use of the proprietary retinal analysis technology.
BTI-410
Mechanism of Action
Both
type 1 and type 2 diabetes are the result of a loss of endogenous islet structures, in which mature beta cells are housed in the pancreas.
Type 1 diabetes is an autoimmune disease in which the immune system destroys existing insulin producing cells rendering the patient immediately
insulin dependent for life. Type 2 diabetes is a slow progressive destructive process of over taxing and “wearing out” of
insulin producing cells that leads eventually to insulin dependence. Most medications currently on the market for diabetes are either
and insulin derivative or a treatment that affects only the symptoms of diabetes, and not the underlying pathology for the destruction
of insulin production and proper control. This beta cell burn out results from insufficient islet mass and function.
BTI-410
or Human proIslet peptide (HIP) has been shown to increase islet mass and insulin secretion. Islet mass includes functional mature beta
cells which are the cells that secrete insulin. However, the mechanism of action is still being fully elucidated and appears to be a
complicated pathway with several potential modulators. HIP is an active binding fragment of the REG3a protein that is encoded by the
REG3a gene (Dusetti et.al., 1994). REG3a binds to the membrane bound receptor EXTL3 on the surface of progenitor cells in the
pancreas. This pathway is key in the development of new insulin producing islet structures in the pancreas. These structures contain
all cell types required for insulin secretion, its control and appropriate response to glucose in the blood. Increased insulin production
and appropriate control has been at least partially restored after treatment with BTI-410 in a 32 patient Phase 1b study in type 2 diabetes.
A further definitive Phase II study in type 2 diabetes will provide pivotal outcome results.
In
2012, a Phase 1a First-in-Man study was completed in which ascending doses of BTI-410, ranging from 60 mg to 720 mg, appeared to be safe
and well tolerated by all subjects in the study.
In
2014 a Phase 1b, entitled “A Randomized, Double-blind, Placebo-controlled Study of the Effect of 49 days of Treatment with Repeated
Subcutaneous Doses of HIP2B (BTI-410) to Assess Safety, Tolerability and Measures of islet β-cell Function in Subjects with Type
2 Diabetes Mellitus Treated with Metformin”, was initiated.
In
2015, BTI-410 (HIP2B) Phase 1b was completed. Despite the small sample size, compared to treatment with placebo, treatment with HIP2B
resulted in improvements in mean insulin concentrations measured by GGI from baseline to Day 46 that trended toward significance. Similarly,
mean change in pre-hepatic insulin secretion rate from baseline to Day 46 was statistically significant in the combined HIP2B treatment
groups compared to placebo. Trends in increased mean insulin concentrations (as measured via GGI and IVGTT) continued following the cessation
of treatment to the follow-up visit in the HIP2B dosing groups.
A
study with a larger sample size powered for efficacy along with a longer duration of treatment will be required to more fully describe
the magnitude of efficacy of HIP2B on glycemic and insulin secretion parameters.
Based
on post-hoc subgroup analyses, subjects with low FPG and HbA1c levels at baseline showed a more consistent response to HIP2B
with respect to changes in insulin and C-peptide levels when compared to placebo. In addition, when data were analyzed by excluding three
hyperinsulinemic subjects, the effects of HIP2B on fasting insulin levels measured during the study achieved statistical significance
after 84 days. These data also suggest that the effects of HIP2B continue for at least one month after stopping treatment.
IPOXYN
and OXYFEX
IPOXYN
(research investigative material) is a carbohydrate-based protein associated material with matching purified protein sources of API (Active
Pharmaceutical Ingredient) from a sister company). This investigative intravenous injectable solution may potentially prevent hypoxic
conditions and cell death due to oxygen debt. Treating these hypoxic conditions may also relate to wound healing (both internal and external)
such as diabetic foot ulcers and other vascular complications of diabetes. IPOXYN, an oxygen carrier blood substitute type of agent or
red blood cell bridging therapy, has a very broad range of potential applications, including but not limited to, tissue death prevention,
wound healing, traumatic blood loss, traumatic brain injury, stroke, cancer, surgery, transplant and anemia. In addition, since donated
human blood needs refrigeration and has a shelf life of less than one month, IPOXYN can serve as an adjunct to or immediate replacement
for volume and oxygen supply in trauma and surgery cases when there are human blood supply deficiencies.
Hypoxia
is a condition in which cells lack sufficient oxygen delivery to support metabolic function. As evidenced by the well-established record
of data relating to similar products, the IPOXYN carbohydrate molecule contains oxygen rechargeable iron which picks up oxygen in the
lungs, is 1,000 times smaller than a red blood cell (or RBC), and can reach hypoxic tissue more effectively than RBCs. IPOXYN is stable
at room temperature, has up to a three year shelf life and requires no blood type matching. We presently have no 2020 plans to introduce
this product in any clinical trials for hypoxic medical conditions at this time.
Our
pharmaceutical agents are intended for intravenous administration into the circulatory system to target acute and late stage diseases
that, we believe, have a great unmet medical need. Acute hypoxic conditions, which we intend to treat with IPOXYN, result from a lack
of oxygen supply to living cells. Hypoxia will lead to ischemia, inflammation and the death of living cells. Ischemia is a restriction
in blood supply, generally due to factors in the blood vessels, with resultant damage or dysfunction of tissue. Diabetic foot ulcer,
which occurs in 15% of patients with diabetes and precedes more than 80% of all lower leg amputations, is one of the major complications
of diabetes mellitus. Two major risk factors that cause diabetic foot ulcer are diabetic neuropathy and micro/macro ischemia. Increases
in mortality among diabetic patients observed over the past 20 years are considered to be due to the development of macro and micro vascular
complications including the failure of the wound healing process. A failure of effective treatment of wounds in this population can often
lead to infection, tissue death and amputation of the lower leg and foot as the only treatment option. We believe that IPOXYN may represent
a potentially effective treatment for lower limb complications of diabetes.
We
do not intend to raise the appropriate capital and have suspended development of OXYFEX, a veterinary analog to IPOXYN. However, we are
unaware of any drug currently on the market for animals that can deliver oxygen, and yet there is only limited “blood banking”
for animals despite a constant need. OXYFEX™ technology may serve as the only available oxygen delivery mechanism for animals suffering
ischemia or traumatic and surgical blood loss events.
IPOXYN
and OXYFEX consist of a stabilized glycoprotein composition containing oxygen-rechargeable iron, targeting both human and animal tissues
and organ systems deprived of oxygen and in need of metabolic support. We have not conducted any clinical trials to confirm the efficacy
of or filed any applications with the FDA with respect to, IPOXYN. We suspended the process of developing IPOXYN for pre-clinical studies,
in order to conduct other clinical trials and to file applications with the FDA as applicable. We need to have access to a pilot-scale
manufacturing facility of a third party with adequate capacity to produce IPOXYN for clinical trials and market introduction.
We
may have access, subject to adequate funding, to both sufficient raw materials at commodity pricing and processing facilities to produce
sufficient quantities of IPOXYN to initiate pre- clinical pharmacokinetic, safety and efficacy studies in support of an investigative
new drug (IND) filing in the United States in 2020. The primary raw material for IPOXYN is extracted from controlled sourced bovine blood,
which can be obtained from multiple sources at commodity prices under Good Manufacturing Practice (GMP). There are numerous facilities
capable of processing source verified red blood cell extract. We anticipate a 6 month lead time to put in place agreements for obtaining
and processing these materials upon funding.
Drug
Development Status
BTI-320
is one of our lead product candidates and is currently in Phase II clinical development. We have contracted a CRO (contract research
organization) in New York City and began trials in the 4th quarter of 2018 with the completion of enrollment in November of 2019. Following
Phase II clinical trial results reported in 2013 and the Phase IIb clinical trial concluded in October 2014, the FDA accepted the first
Investigational New Drug Application (or IND) We proposed for BTI-320 to treat some aspects of Type 2 diabetes and weight management.
Joslin Diabetes Center in Boston we have dropped as a lead clinic for the multi-center, multi-country trial that will be planned to commence
in 2020 subject to use receiving adequate funding and the positive meeting with the FDA before starting the phase 3 confirmatory trial.
The trial may enroll up to 360 to 1000 patients in the 24-week study which is being designed as a randomized, placebo-controlled, double
blind international multi-center study with two treatment arms. One of the primary endpoints of efficacy of the trial is the mean indication
for decrease change in HbA1c levels from baseline at 24 weeks. This is anticipated to be conducted at a number of international centers
located possibly in the U.S., Europe, Asia and Australia. BTI-410 is no longer a lead product candidate and, pending the out licensing
and the production of new Active Pharmaceutical Ingredient (API) material, it is believed to be ready for Phase II development in both
type 1 and type 2 diabetes patients, pending sufficient funding by the new out license holder. Development of IPOXYN has been suspended
for all pre-clinical planning stage and further development is on hold pending the securing of adequate funding or appropriate partnering.
BTI-320
In
March 2014, following the successful results of the Dartmouth study, we received and additional Institutional Review Board (IRB) approval
to initiate a clinical study of BTI-320 in the United States. In October 2014, we completed a Phase II trial in the United States and
we are currently delaying any additional Phase II trial efforts in France due to enrollment performance issues and lack of resources
to support the effort. These trials were designed to add CGM (continuous glucose monitoring) and better define PPG effects that support
the results from our Dartmouth study for BTI-320. In the Dartmouth study, BTI-320 was well tolerated in patients taking various anti-diabetic
agents, including Metformin. The recent additional clinical trial in the U.S. showed BTI-320 was safe and well tolerated with no serious
adverse events reported. The FDA has accepted an IND, which was filed for BTI-320 to treat Type 2 Diabetes and weight management. Due
to limited funding, our activity during year ended December 31, 2020 has been severely limited.
BTI-410
In
January 2018, Boston Therapeutics acquired the exclusive worldwide rights to the patent portfolio for the HIP2B peptide. In 2012, a Phase
1a study established a good safety and tolerability profile of BTI-410. In 2015, with the completion of Phase 1b study and based on promising
results in type 2 diabetes patients, the company is not planning any pivotal clinical studies pending out-licensing and then sufficient
funding. One study was to be in type 1 diabetes patients who are immunosuppressed after having undergone kidney transplant, and one study
was be in type 2 diabetes patients on metformin, but who are still experiencing post-prandial high glucoses and remain on the trajectory
toward the need for insulin. Due to limited funding, our activity during year ended December 31, 2020 has been severely limited.
IPOXYN
We
continue to believe IPOXYN (as a oxygen agent of development) can be a safe and effective intervention for reversing acute hypoxia, fulfilling
an unmet clinical need; and that IPOXYN could alleviate acute deficiency of oxygen and avert further life-threatening complications
and muscle and tissue death which can result from a sustained deficiency of oxygen. Our belief about the safety and efficacy of IPOXYN
is based on preliminary good laboratory practices (GLP) testing of a material that is proposed to be bio-similar to IPOXYN, where it
was found that such bio-similar formulation had no material toxicity on a small group of animals. We understand that this testing of
GLP intent investigative materials produced bio-similar materials or, for that matter, pre-clinical testing, will not necessarily predict
levels of toxicity and efficacy in humans. However, if clinical trials ultimately support this belief, in many clinical situations IPOXYN
could become a significant new management tool to moderate the inconsistencies and logistics of RBC transfusion in all parts of the world.
In
addition to the expansive and broad application field development of human medical management, we might envision a sizable and very accepting
market in the veterinary field. We could expect to make a registration filing for this market as soon as we can complete pre-clinical
safety and efficacy studies. Clinical safety and efficacy studies under Good Manufacturing Practices have not yet been initiated.
Preliminary
data from animal testing conducted by third parties as well as similarity testing suggests successful use of OXYFEX in hypoxia and critical
anemic situations, where hypoxic conditions were critical to animal survival. Other early experiments with similarly experimental materials
with dogs suggest intervention with OXYFEX will significantly improve survival in induced canine anemia models. This veterinary treatment
of signs and symptom of canine anemia may be one of our first targets for seeking early regulatory approval in the European Union. As
there is substantial commonality between the metabolic functions of humans and other mammals, animal testing becomes a starting point
for many clinical development programs that can directly translate into clinical development programs for humans. The third-party testing
described here was conducted by a company that developed a bio-similar product to OXYFEX. Testing included repeated intravenous infusions
of the product in dogs that was reported in documented literature and private regulatory filings, and the testing did not result in reported
mortality/morbidity of the subject animals. Reports concerning anemic dogs infused with the bio-similar materials showed increased plasma
hemoglobin levels resulting in an increase of the oxygen carrying capacity of the treated animals. We have no agreements with the third
party that conducted these toxicity tests, or its successors. No further development work has been conducted on IPOXYN pending securing
adequate funding and finalizing strategy as to the best development plan.
Market
Opportunity
Diabetes
and Metabolic Disease Related Illness
According
to the International Diabetes Federation, in 2017, 425 million people worldwide are living with diabetes and that number is projected
to increase to 629 million by 2045. In the United States alone, the Center for Disease Control estimated that there were 30.3 million
people living with diabetes and an estimated 84 million people who were pre-diabetic in 2017. Standard therapies for diabetes include
physician recommended diet and exercise, oral hypoglycemic drugs such as metformin for Type 2 diabetes and insulin injection regimens
for people with Type 1 diabetes. The objective of each is to manage a daily blood glucose level range recommended by a physician. Each
of the current therapies alone has its limitations including numerous side effects and all treat the lack of control the system has to
reduce the excesses of immediate sugar exposure absorbed in the gut.
According
to Standard & Poor’s, the diabetes drug market is estimated to be $26.8 billion in 2016 and is on pace to grow to more than
$64 billion by 2025. Pharmaceutical companies have been investigating new approaches to treating diabetes and market value has been maintained
in the industry due to the introduction of these new products. We believe that both BTI-320 and BTI-410 represents a near-term commercial
opportunity in a large and growing diabetes market worldwide. BTI-320 is pharmacologically differentiated from commercially available
PPG drugs via its apparent efficacy without severe side effect. BTI-410 is pharmacologically differentiated from commercially available
diabetes treatments by virtue of its novel mechanism and long pharmacodynamics profile, and therefore short term treatment phase.
Hypoxia
Development
of IPOXYN (investigational material) is in the pre-clinical stage and no work has been done in the past 2 years due to the lack of funding.
Our injectable drug candidate, IPOXYN, will potentially compete with existing therapies for the treatment of hypoxia or anti-necrosis
that according to Global Industry Analysts, Inc. has a global market opportunity of $1 billion. Hypoxia is a condition in which cells
lack sufficient oxygen supply to support metabolic function. The standard therapy for acute anemia resulting from blood loss is infusion
of RBCs mainly from supplies of donated blood. For prophylactic or long-term treatment of anticipated or chronic anemia, medications
that stimulate the creation of new RBCs are frequently used.
Presently,
there is no substitute for human red blood cells to deliver oxygen to the body; and transfusions involve many risks and limitations,
the most significant is the ability to “deliver oxygen”. The standard therapy for reversing hypoxia is blood infusion, RBCs
or hyperbaric oxygen. Hyperbaric medicine or hyperbaric oxygen therapy (HBOT) is a medical term for using oxygen at a level higher than
atmospheric pressure. The HBOT treatment can only be done at a medical facility and each session can cost from $200 to more than $1,000
for the 90-minute chamber exposure. For decades, oxygen carriers have been developed for perfusion and oxygenation of ischemic tissue;
none have yet succeeded in becoming an artificial blood component or an immediate blood or oxygen carrier substitute for the RBC’s.
These past products were either expired blood-derived elements, synthetic perfluorocarbons, or red blood cell modifiers. According to
a Brown University study, there is a global shortage of safe transfusion suitable blood of 110 million units, and the need for blood
is rising 6-7% annually. IPOXYN, a blood substitute, has a broad range of potential applications, including but not limited to, tissue
death prevention, wound healing, traumatic blood loss, traumatic brain injury, stroke, cancer, surgery, transplant and anemia.
Veterinary
Market
Development
of OXYFEX™ is in the pre-clinical stage and no work has been done to date due to the lack of funding. We plan to commence marketing
OXYFEX™ for veterinary applications, which we view as a potentially lucrative market once we receive the necessary approvals in
the U.S. and globally. As of now, no development work has been conducted on OXYFEX pending securing adequate funding and finalizing strategy
as to the development plan. We estimate that there are at least 15,000 small animal veterinary practices in the United States, another
4,000 mixed animal practices treating small and large animals in the United States and approximately 22,000 small animal practices in
Europe. We believe that the average veterinary practice treats only a small percentage of canine anemia cases with red blood cell transfusion.
The remaining animals receive either cage rest or treatment such as fluid administration, iron supplements, dietary supplements or inspired
oxygen.
Our
Product Candidates
Our
primary business is the development, manufacture and commercialization of therapeutic drugs with a focus on complex carbohydrate chemistry
and peptide therapeutics to address diabetes and diabetes related complications. We are currently focusing on two drug candidates. BTI-320,
a non-systemic, non-toxic, drug candidate taken before carbohydrate meals, is designed to improve post-meal blood sugar control in patients
with Type 2 diabetes. BTI-410 is a peptide injectable compound designed to stimulate development of new insulin producing cells in the
pancreas to alleviate stress on existing cells in type 2 diabetes patients and in type 1 diabetes patients who are on immune suppression
after having undergone kidney transplant surgery. We intend to develop BTI-320 and BTI-410 to commercialization or commercial partnership
to the extent that opportunities exist.
We
intend to explore an appropriate path to value the IPOXYN asset pending securing adequate financing and finalizing strategy, which may
include partnerships, to establish the best development plan. We may also license IPOXYN, an injectable drug candidate for prevention
of necrosis and treatment of hypoxia. IPOXYN is a polysaccharide based therapeutic agent using proprietary processes and patented technology.
Our IPOXYN drug consists of a stabilized polysaccharide composition containing oxygen-rechargeable iron, targeting both human and animal
tissues and organ systems deprived of oxygen and in need of metabolic support.
According
to Global Industry Analysts, Inc., the global market opportunity for anti-hypoxia or anti-necrosis technology is $1 billion. Early entry
global markets include the following:
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Asia (replace Hepatitis C contaminated blood products)
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Africa (AIDS contaminated blood)
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Lower Limb Ischemia and other vascular complications
of diabetes
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BTI-320
Overview
BTI-320
is one of our lead product candidates and is currently in Phase II clinical development. We began additional clinical trials during 2019
and were able to conclude the exploratory trial with reporting in the first half of 2020. Due to limited funding, our activity during
year ended December 31, 2020 has been severely limited.
BTI-320
may act in a similar fashion to a Carbohydrate Hydrolyzing Enzyme Inhibitors (CHEI) for treatment of patients with Type 2 diabetes. BTI-320
initially targets improved management of post-meal blood sugar excursions in patients currently taking metformin and potentially other
anti-diabetic agents, it also may assist in better glucose variability control. This fact alone, and as a non-systemic compound we believe
becomes a broad safe alternative to most if not all prescription drug dose managements.
BTI-320,
a non-systemic, non-toxic, drug candidate taken before carbohydrate and other free sugar associated drinks and meals, is designed to
improve post-meal blood glucose control (manage glucose variability) in patients with Type 2 diabetes. BTI-320 acts non-systemically
in the gastrointestinal tract to inhibit the enzymes that cleave complex carbohydrates from foods into simple sugars, reducing available
glucose during the period following a meal. BTI-320 initially targets improved management of post-meal blood sugar in patients currently
taking metformin and potentially other anti-diabetic agents as well as reducing insulin needs.
According
to the International Diabetes Federations 2011 report, Guideline for Management of Post-meal Glucose in Diabetes, addressing both post-meal
plasma glucose and fasting plasma glucose is an important strategy for achieving optimal glucose control (the all important Time in Range),
and that evidence points to a relationship between an acute increase in blood sugar, particularly after a meal, and cardiovascular disease.
We completed a BTI-320 Phase II clinical trial in patients with Type 2 diabetes.
Status
of Development of BTI-320
BTI-320
is developed as a drug candidate. In October 2011, we announced the initiation of our clinical trial at Dartmouth-Hitchcock Medical Center
in New Hampshire to evaluate the safety and efficacy of BTI-320 when added to oral agents or insulin regimen in patients with Type 2
Diabetes Mellitus. In July 2012, we announced the completion of patient enrollment. In February 2013, we announced that BTI-320 reduced
the elevation of post-meal blood sugar by forty percent with no serious adverse events. The study evaluated BTI-320 in 24 patients with
Type 2 diabetes between the ages of 18 and 75 with a body mass index (BMI) of 25-40 kg/m2 and with HbA1c of less than or equal to nine
percent. HbA1c is a lab test that indicates the average level of blood sugar (glucose) over the previous three months.
Forty-five
percent of patients responded with an average forty percent reduction of post-meal glucose in the blood compared to baseline in a dose-dependent
manner. Additionally, results showed the effect of BTI-320 does not correlate with duration of diabetes and works regardless of concurrent
diabetes medications. There was no severe hypoglycemia and gastrointestinal side effects were mild. Satiety was also observed. There
were no serious adverse events from the data analysis of the open-label dose escalation crossover trial on Type 2 diabetic patients.
The
full article for the clinical study was published in the July/August 2013 issue of Endocrine Practice, a peer-reviewed journal.
In
October 2014, we reported results from a Phase IIb study of BTI-320 in patients with Type 2 diabetes conducted in the U.S. by Accumed
Research Associates. The trial enrolled 23 patients with Type 2 diabetes diagnosed for at least one year and who were on a stable daily
dose of Metformin for at least three months. The patients were administered BTI-320 and Metformin using a randomized, double-blind, placebo-controlled,
dose-ranging, three-way cross-over study design. Of the 23 patients that completed the trial, 15 patients did not yield measurement differences
from normal to the rice test meal. The remaining eight patients responded to BTI-320 with up to a 34% reduction in post meal blood glucose
levels. Patients were given one to two BTI-320 tablets, half of the dose of the Dartmouth study and one third the dose of the University
of Sydney trial. The results of the trial showed BTI-320 as safe and well tolerated, with no serious adverse events reported and provided
information on different patient populations to be used to design the proper protocols for future clinical trials. We have advanced this
study to a publication.
BTI-410
Overview
BTI-410
is being out sourced and licensed as a lead product candidates and it licensee is currently seeking manufacture for Phase II clinical
development, subject to outsourcing and obtaining adequate funding.
BTI-410
is a Beta Cell Maturation Stimulator (BCMS) for treatment of patients with Type 2 diabetes and type 1 diabetes patients who are on immunosuppression.
The potential license holder for BTI-410 is initially targeted to improved insulin secretion in type 2 patients currently taking metformin
and potentially other anti-diabetic agents. However, type 1 patients who are immunosuppressed are a specific population in need of this
type of treatment and may provide a faster path to approval.
BTI-410,
a short term, injectable drug candidate taken twice daily, is designed to stimulate beta cell maturation in patients with Type 2 diabetes.
BTI-410 acts in the pancreas to stimulate the pathway that leads to the differentiation of new islet structures that include new populations
of beta cells. BTI-410 initially targets improved management insulin secretion in patients currently taking Metformin and potentially
other anti-diabetic agents.
Development
of BTI-410 has been suspended for the last 2 years
BTI-410
was developed as a drug candidate. In 2011, IND was established and Phase 1a was completed with Celerion in Lincoln, NE. In 2014, patient
enrollment began and for Phase 1b in type 2 diabetes patients on Metformin with Profile Institute for Clinical Research in Chula Vista,
CA. In 2015, dataset was locked and in 2016 results of this study were presented at the 77th Conference of the American Diabetes Association.
Publication is being completed for submission in 2018.
As
the primary objective, results indicated that twice daily subcutaneous injections of HIP2B at 400 mg and 600 mg for 49 days were well
tolerated in subjects with T2DM on metformin, with no clinically significant changes in clinical laboratory values, ECGs or vital signs
during the study, and no deaths or withdrawals due to AEs.
Despite
the small sample size, compared to treatment with placebo, treatment with HIP2B resulted in improvements in mean insulin concentrations
measured by GGI from baseline to Day 46 that trended toward significance, mean change in pre-hepatic insulin secretion rate from baseline
to Day 46 was statistically significant in the combined HIP2B treatment groups compared to placebo, improvements in mean insulin concentrations
as measured by GGI and IVGTT, including some that seemed to persist during the post- treatment period. Improvements in insulin secretion
levels, and improvements in control of insulin secretion under glucose challenge, is the benefit of beta cell maturation as a mechanism,
which lead to improvement in HbA1c. Based on these results, we plan a larger definitive Phase II study will quantitatively elucidate
these effects of HIP2B as an important new treatment option for Type 2 Diabetes.
We
do not plan any Phase II studies in type 1 diabetes patients who are on immunosuppression as a function of a kidney transplant. This
patient population produces almost no endogenous insulin, so stimulation of new insulin producing beta cells in this population will
be transformative and a clear proof of concept for BTI-410 as an important therapeutic strategy in the treatment of diabetes.
Products
Competitive with BTI-320 and BTI-410
Anti-diabetic
drugs. Anti-diabetic drugs treat diabetes mellitus by lowering glucose levels in the blood. With the exceptions of insulin, insulin
analogues and Glucagon-like Peptide-1 Agonists, all are administered orally and are thus also called oral hypoglycemic agents or oral
anti-hyperglycemic agents. There are different classes of anti-diabetic drugs, and their selection depends on the nature of the diabetes,
age and situation of the person, as well as other factors. BTI-320 is the first compound in a new class of therapies called Carbohydrate-Hydrolyzing
Enzyme like Inhibitor (CHEI) for treatment of patients with Type 2 diabetes. BTI-320 acts non-systematically in the gastrointestinal
tract to inhibit the enzymes that cleave complex carbohydrates from foods into simple sugars, reducing postprandial glucose excursion
(post-meal blood sugar elevation). BTI-410 is a first in the new class compounds that stimulate beta cell maturation to regenerate endogenous
insulin production and its control.
Secretagogues.
Secretagogues, which include Sulfonylureas and Meglitinides, help enhance insulin secretion. Sulfonylureas were the first widely
used oral hypoglycemic medications. They are insulin secretagogues, triggering insulin release by direct action on the KATP channel
of the pancreatic beta cells. Glipizide (Glucotrol®) falls into this category with side effects including GI discomfort, diarrhea
and hypoglycemia.
Sensitizers.
Insulin sensitizers address the core problem in Type 2 diabetes—insulin resistance—and include Biguanides and Thiazolidinediones.
Among oral hypoglycemic agents, insulin sensitizers are the largest category. Biguanides reduce hepatic glucose output and increase uptake
of glucose by the periphery, including skeletal muscle. Although it must be used with caution in patients with impaired liver or kidney
function, metformin, a biguanide, has become the most commonly used agent for Type 2 diabetes in children and teenagers. Amongst common
diabetic drugs, metformin is the only widely used oral drug that does not cause weight gain. Metformin is the most prescribed drug in
this category whose side effects may be hypoglycemia and lactic acidosis.
Thiazolidinediones
(TZDs), also known as “glitazones,” bind to PPARγ, a type of nuclear regulatory protein involved in transcription of
genes regulating glucose and fat metabolism. Rosiglitazone (Avandia®) and Pioglitazone (Actos®) fall into this category of anti-diabetic
agent.
Alpha-glucosidase
inhibitors. Alpha-glucosidase inhibitors are “diabetes pills” but not technically hypoglycemic agents because they do
not have a direct effect on insulin secretion or sensitivity. These agents slow the digestion of starch in the small intestine, so that
glucose from the starch of a meal enters the bloodstream more slowly and can be matched more effectively by an impaired insulin response
or sensitivity. These agents are effective by themselves only in the earliest stages of impaired glucose tolerance but can be helpful
in combination with other agents in Type 2 diabetes. Acarbose, marketed as Prandase® and Glucobay® is an Alpha-glucosidase Inhibitor.
IPOXYN
and OXYFEX™
Overview
Development
of IPOXYN has been suspended in the pre-clinical stage and no work has progressed due to financial constraints. IPOXYN was initially
designed for delivery as an intravenous solution, with the expectation that it can support an inadequate supply of RBC oxygen needed
to maintain metabolic functions in the body. It may function without the limitations of compatibility, availability, short shelf life,
volume and logistical challenges commonly associated with transfusions of whole blood and packed red blood cells. Other intravenous fluids
commonly used in emergency trauma to restore blood volume, such as Ringer’s lactate or saline, are not designed to and do not carry
oxygen. At present we have not conducted any clinical trials to confirm the efficacy of or filed any applications with the FDA with respect
to, IPOXYN. IPOXYN will not be ready for commercialization until these steps are completed. Preclinical animal study results for IPOXYN
were presented at the XIII International Symposium on Blood Substitutes and Oxygen Therapeutics in July 2011.
We
do not plan to introduce this investigational product into clinical trials for hypoxic medical conditions. However, from a historical
perspective consider the following: Hypoxia promotes resistance to conventional treatments, as well as treatments for other diseases.
IPOXYN has the potential to greatly improve survival of patients in multiple indications in which hypoxia is a factor. Hypoxia is a condition
in which cells lack sufficient oxygen supply to support normal metabolic functions. It is widely known through research that lack of
oxygen will result in a cascade of biochemical reactions which promote resistance to many helpful therapeutic substances and which interfere
with the body’s own repair mechanisms. Antibiotics for the treatment of infection are less effective when hypoxic conditions are
involved. Similarly, hypoxic cancer cells are resistant to chemotherapy treatments; most chemotherapy drugs rely on rapid cell division
which requires normal oxygenation of cells, but in a hypoxic condition, cells proliferate by other pathways and therefore resist many
chemotherapy treatments.
Another
unmet clinical need is in various acute ischemic conditions, where hypoxia can develop from a local restriction of constrained blood
vessels, or poor and compromised flow which leads to insufficient supply of oxygen by otherwise well-oxygenated and distributed RBCs,
e.g. cerebral ischemia, ischemic heart disease and intrauterine hypoxia which is an unchallenged cause of perinatal death. In these cases,
IPOXYN, as a rechargeable soluble oxygen delivery agent, may not be restrained whereas well-oxygenated RBCs may be prevented due to size
from free flow and distribution and thus the delivery of oxygen. RBCs are large biological structures compared to the size of IPOXYN,
which is a modified single-protein function oxygen carrier. In ischemic and hypoxic conditions, RBCs may not be able to perfuse the small
vessels which have lost their ability to permit RBC distribution and thus oxygen delivery. Due to its small molecular size, IPOXYN can
carry and distribute oxygen widely without risk of clot formation and flow stoppage.
In
veterinary medicine applications, OXYFEX™ will be used as an oxygen delivery agent similar to an RBC replacement for ischemia and
trauma, as well as for blood loss during surgery.
Status
of development of IPOXYN
We
are in the process of outsourcing IPOXYN for pre-clinical studies, in order to conduct clinical trials and to file applications with
the FDA as applicable.
Products
Competitive with IPOXYN
Many
biotechnology and pharmaceutical companies are developing new technologies for the treatment of hypoxia and other diseases. The standard
therapy for reversing hypoxia due to acute blood loss may be blood infusion, RBCs or hyperbaric oxygen. Hyperbaric medicine, also known
as hyperbaric oxygen therapy (HBOT), is the medical terminology for using oxygen at a level higher than atmospheric pressure. There are
many conditions being treated using this approach including acute blood loss (Hart GB, Lennon PA, Strauss MB. (1987) “Hyperbaric
oxygen in exceptional acute blood-loss anemia,” J. Hyperbaric Med 2 (4): 205–210). In the United States, HBOT is recognized
as a reimbursable treatment for 14 “approved” conditions and an HBOT session can cost anywhere from $200 in private clinics,
to over $1,000 in hospitals. The most common intervention in hypoxic patients is RBC transfusion. The need for intervention to reduce
hypoxia can also be affected by medical conditions such as ischemia or cardiopulmonary failure, claudication (cramping caused by blocked
arteries in the leg), poor perfusion and other indications, where a combination of below optimal flow and capacity are compromising oxygen
delivery.
When compared to RBC transfusion, we believe IPOXYN
will have the following advantages:
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Availability: readily available, with at least three year shelf-life (much longer than the five week plus shelf life for RBCs) and easier to perfuse.
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Stability: stored at room temperature for years while maintaining its full capacity for oxygen delivery and release and logistical convenience.
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Sterile: when manufactured and processed consistently through good manufacturing practices, free of infectious agents and unnecessary elements.
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Compatibility: safe for all blood types in a wide range of conditions and does not require pre-infusion typing or testing for compatibility.
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Critical care: IPOXYN can be safely applied outside the hospital to treat or prevent ischemic conditions in cases like shock and trauma, heart attack or stroke where low flow or suspended local flow are disrupted. A readily available infusion package makes it a straightforward tool for emergency medical teams to use on site in order to save a patient’s life when time is of the essence for survival.
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Molecular structure: Chemically, IPOXYN features a small molecular size compared to RBCs, so it possesses better flow characteristics and circumvents constricted and partially occluded vessels that restrict flow of RBCs and thus the supply of oxygen to tissues and organs.
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Oxygenation: Due to its high solubility, it has high capacity and faster exchange of oxygen in tissues, as well as facilitating the release of oxygen from RBCs for overall unparalleled efficiency.
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For chronic anemia situations, erythropoietin-based
formulations are available from two suppliers. Erythropoietin stimulates the erythropoietic system in the bone marrow to produce its own
RBCs. These products are slow acting, and only administered in anticipation of blood loss during surgery and are not effective for temporary
use or in emergency situations when acute blood loss requires RBC infusion to deliver oxygen.
The fields of treatment of oxygen-deprived states
have been approached in many ways. These include such techniques as high oxygen concentration, hyperbaric chambers, as well as the more
mechanical approaches of vessel dilation and blood thinning. All have met with minor measures of improvement. In the early 1980’s
a number of companies focused on creating specific oxygen carriers that were either (a) blood derived elements, (b) synthetics consisting
of Perfluoro chemicals or (c) elements created using recombinant and molecular engineering approaches (red cell modifiers). Companies
including Baxter, Abbot, and Biopure and OPK Biotech, for example, used the blood derived approach; Green Cross, Alliance Pharmaceuticals
and Synthetic blood focused on synthetics, and Somatogen and Allos Therapeutics tried recombinant and molecular engineering. All of these
approaches were early attempts to meet a need whose main focus has been on a “blood substitute”. Our approach is fundamentally
different. Instead of a blood substitute, we are offering a new chemical entity that will deliver oxygen to hypoxic cells.
We are aware of other companies researching the
use of hemoglobin as a therapeutic, including programs in China and Japan. We expect IPOXYN to compete with traditional therapies and
with other oxygen delivery pharmaceuticals. Some of our competitors and potential competitors may have greater financial and other resources
to develop, manufacture and market their products. We believe the most immediate competition comes from companies currently conducting
clinical trials of investigational hemoglobin solutions.
We believe that these programs are still in the
preclinical stage of development. We believe that our use of controlled source bovine materials for the production of IPOXYN is an advantage
over products made from donated expired human red blood cells stored for a long period of time and other competitive approaches because
of the availability, abundance, ability to control source, cost and relative safety of bovine red blood cells.
SUGARDOWN®
Overview
We have developed and currently produce and test
market sell SUGARDOWN®, a non-systemic complex carbohydrate-based US registered dietary food supplement to support healthy post-meal
blood glucose using proprietary processes and technology. We will have unrestricted access to both sufficient raw materials at commodity
pricing and processing facilities to produce sufficient supply of SUGARDOWN® to support product distribution across multiple sales
channels regulated as a dietary supplement. Our SUGARDOWN® designated dietary supplement consists of a complex carbohydrate composition.
Status of Development of SUGARDOWN®
We completed development of SUGARDOWN®
as an over the counter (OTC) US dietary supplement. We filed a structure and function claim application with the United States Food
and Drug Administration (FDA) with respect to SUGARDOWN®, which describes the proposed mechanism of action of SUGARDOWN®
in reducing post-meal elevation of glucose in the blood. We have submitted thirty structural and functional claims with the FDA. We
currently have strategically received awarded patents that are directed to the Composition of purified mannans, which are utilized in
the formulation of SUGARDOWN®. We have also received a registered mark for SUGARDOWN®. General Product Liability
Insurance for SUGARDOWN® has been in effect since April 2010. On January 24, 2012, we announced the clinical test results in
healthy volunteers performed at the Sydney University Glycemic Institute for Research with SUGARDOWN®. On January 28, 2013,
we announced the final results of the study conducted at the University of Sydney that showed the post- meal incremental area under the
curve (iAUC) for glucose and insulin were significantly lower following consumption of SUGARDOWN® tablets prior to a high carbohydrate
meal of rice in a dose-dependent manner. This resulted in a reduction of up to 61% in post-meal elevation of blood glucose compared with
the rice consumed alone. On average, there was a 25.5% reduction in the post-meal iAUC for glucose and a 20% reduction in post-meal insulin
response for the 10 volunteers in the study. No severe adverse effects were reported or observed during the study. At December 2019 we
were party to the completion of several additional clinical trials all supported by Clinical.trials.gov. and we intended to publish to
secure a standing and to confirm the integrity of the data. In the first half of 2020 we anticipated the announcement of the phase 2 exploratory
trial for our pivotal phase 3 to confirm the safety and efficacy for the potential drug filing of the investigative materials; however,
due to limited funding, our activity during year ended December 31, 2020 has been severely limited and this did not occur.
Licensing Agreement with Advance Pharmaceutical
Company
On June 24, 2011, we entered into a definitive
Licensing and Manufacturing Agreement (the “Agreement”) with Advance Pharmaceutical Company (“Advance Pharmaceutical”),
a Hong Kong-based, privately-held company and a significant stockholder of ours.
Under terms of the Agreement, we will manufacture
and supply product in bulk for Advance Pharmaceutical. Advance Pharmaceutical may be responsible for the packaging, marketing and distribution
of SUGARDOWN™ in Hong Kong, China and Macau. In November 2014, we agreed to expand their marketing agreement to include 12 additional
countries: Korea, Taiwan, Singapore, Thailand, Malaysia, Vietnam, Philippines, Myanmar, Indonesia, Laos, Brunei and Cambodia. In March
2015, we agreed to expand their marketing agreement to include Japan. Advance Pharmaceutical will also have rights to develop and manufacture
SUGARDOWN™ for commercial sale in these countries, subject to establishment of quality assurance and quality control standards set
forth by us. The Agreement provides that Advance Pharmaceutical will pay royalties to us for SUGARDOWN™ and related products developed
by us and a reduced royalty rate for products based on our intellectual property and developed by Advance Pharmaceutical. No revenue was
generated through this agreement for the years ended December 31, 2020 and 2019, respectively.
Marketing SUGARDOWN®
We believe SUGARDOWN® is a safe and effective
designated US dietary supplement that can help support healthy after-meal blood sugar excursions out of normal ranges and support a weight
management plan by helping to curb appetite if taken before meals. The product is ready for limited market release and is currently available
for distribution in some Asian markets and is available for sale in the U.S. through our product website, www.sugardown.com.
To date, our US marketing plan for SUGARDOWN®
has been test marketing and to out-license marketing rights to strategic partners in their jurisdictions of expertise. In June 2011, we
entered into an agreement with Advance Pharmaceutical Co. Ltd., our Hong Kong-based strategic partner that is also a significant stockholder
of ours, to develop markets for SUGARDOWN® in Hong Kong, China and Macau. (See licensing partnership above)
Overview of Diabetes
Diabetes Mellitus
Diabetes mellitus, known simply as diabetes, is
a chronic metabolic disorder in which a person has abnormally high levels of glucose in the circulating blood. This condition is caused
by a failure of the pancreas to produce sufficient insulin and/or an inability of the body to respond adequately to circulating insulin.
When glucose builds up in the blood instead of going into cells, it can lead to diabetes complications, which include limb Ischemia and
neuropathy, retinopathy, kidney, cardiovascular and cerebrovascular diseases. According to the Centers for Disease Control and Prevention
(CDC), diabetes affected approximately 30.3 million people in the United States in 2017. The estimated cost of diabetes in the United
States alone is $245 billion, according to a study commissioned by the American Diabetes Association entitled, Economic Costs of Diabetes
in the U.S. in 2012.
Pre-Diabetes
Pre-diabetes is the state in which a person has
higher than normal blood glucose level, but not high enough to be diagnosed with diabetes. While in this range between normal and diabetic,
patients are at risk for not only developing Type 2 diabetes, but also for cardiovascular complications. According to the CDC, pre-diabetes
affected an estimated 84 million Americans in 2017.
Diabetes Mellitus is categorized into three general
areas:
Type 1 diabetes: results from the body’s
failure to produce insulin, and presently requires the person to inject insulin. Only 5-10% of people with diabetes have this form of
the disease. It is considered an auto-immune disease, since the body’s immune system attacks and destroys insulin producing beta
cells in the pancreas.
Type 2 diabetes: results from insulin resistance
by the body’s cells, deficient insulin production by the Pancreas or a combination of both. Insulin resistance is a condition in
which the cells in the body ignore or have become desensitized to insulin.
Gestational diabetes: is determined when
pregnant women, who have never had diabetes before, have a high blood glucose level during pregnancy. It may precede development of Type
2 diabetes and affects approximately 4% of all pregnant women.
People with Type 2 and Type 1 diabetes generally
manage their blood glucose level on a meal-to-meal basis. High levels of glucose in the bloodstream for prolonged periods can lead to
complications of diabetes caused by reduced oxygen supply and nerve tissue damage to eyes, kidney, brain, heart and limbs.
Standard therapies for diabetes include physician-recommended
exercise and diet, oral hypoglycemic drugs such as Metformin for Type 2 diabetics, and insulin injection regimens for Type 1 diabetics.
The objective of each is to maintain a daily blood glucose level range recommended by a physician.
Overview of Hypoxia
Hypoxic conditions are detrimental to maintaining
normal functionality in all living tissues. In mammals, red blood cells (RBCs) deliver oxygen throughout the body using red blood cell
contained (RBC) hemoglobin, a protein responsible for carrying and releasing oxygen to the body’s tissues. Under normal conditions,
approximately 98% of oxygen is delivered by hemoglobin in the RBCs, while less than two percent is dissolved in the plasma, the fluid
part of the blood.
As the heart pumps blood, RBCs take up oxygen
in the lungs and carry it to various parts of the body. Blood travels through progressively smaller blood vessels to the capillaries,
some of which are so narrow that RBCs can only pass through them in single file. Most of the oxygen release occurs in the capillaries.
Oxygen depleted RBCs return to the lungs to be reloaded. Adequate blood flow, pressure and RBC counts are crucial to this process. Hypoxia,
or oxygen deprivation, even for several minutes, can result in cell damage, organ dysfunction and, if prolonged, death.
The causes of inadequate tissue oxygenation generally
can be classified into three major categories:
Ischemia: inadequate RBC flow for tissue
oxygenation. Ischemia may be caused by obstructed or constricted blood vessels and can lead to stroke, heart attack or other organ or
tissue dysfunction.
Cardiopulmonary failure: impaired function
of the heart or lungs. Cardiopulmonary failure may be caused by the inability of the heart to pump sufficient quantities of blood to meet
the needs of the tissues or the failure of the lungs to oxygenate blood adequately.
Anemia: insufficient RBCs in circulation.
This condition can be caused by chronic disorders affecting RBCs functionality or production like chemotherapy and radiation for treatment
of cancer, or blood borne diseases like bone marrow diseases. Anemia may be also caused by acute blood loss from accidental injury or
surgery.
The standard therapy for acute anemia resulting
from blood loss is infusion of RBCs mainly from supplies of donated blood. For prophylactic or long-term treatment of anticipated or chronic
anemia, medications that stimulate the creation of new RBCs are frequently used.
Presently, there is no substitute for human blood
to deliver oxygen to the body; and transfusions involve certain risks and limitations. Despite the effort by blood banks around the
world to screen the blood supply for HIV, hepatitis and other blood borne diseases, there is a continuing risk of an unsafe blood supply
in many parts of the world; donated blood continues to carry the risk of disease transmission.
Blood compatibility and handling and storage requirements
and limitations limit the use of RBCs transfusions to hospital environment only. Shortages of certain types of blood thus occur due to
seasonal factors or disasters. Since RBCs’ oxygen-delivering capacity breaks down with storage (approximately 75% capacity remains
after eight days of storage) their shelf-life is less than 42 days, limiting the ability for significant stockpiles of RBCs. In addition,
for ischemic conditions due to constricted blood vessels where normal passage of RBCs is restricted or due to impaired heart or lung function,
RBC transfusions are generally not effective.
Business Strategy
Subject to raising adequate capital, our business
strategy primarily consists of the following:
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to advance our leading clinical stage drug candidates by the appropriate resources both inhouse and out-licensing; BTI-320, BTI-410, and IPOXYN/OXYFEX through staged regulatory approvals in the United States and the European Union and, if successful, to commercialize BTI-320 and BTI-410 either on our own or with one or more strategic partners in the U.S. and/or outside of the U.S.; and
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to drive brand awareness and increase sales of SUGARDOWN® in North America and globally in 2020 and beyond and to further study the potential beneficial characteristics of SUGARDOWN®.
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We intend to define and implement with appropriate
resource a clinical development programs that add value to our business in the shortest period of time possible and to seek strategic
partners when a program becomes advanced and requires additional resources. We intend to continue focusing our expertise and resources,
in Asia for the moment, to develop novel formulations, and to leverage development partnerships to apply our complex carbohydrate chemistry
and the leverage of peptide therapeutic design in other medical indications. We may seek to enter into licensing, co-marketing, or co-development
agreements across different geographic regions, in order to avail ourselves of the marketing expertise of one or more seasoned marketing
and/or pharmaceutical companies. Our strategy is to leverage considerable industry experience, expertise in complex carbohydrate chemistry,
specific peptide therapeutic discovery and development and clinical development experience to continue to identify, develop and commercialize
product candidates with strong market potential that can fulfill unmet medical needs in the treatment of diabetes and diabetes related
complications. We plan to further develop new and proprietary drug candidates and combinations to provide improved efficacy and safety
by using novel development pathways specific to each candidate.
A core part of our strategy relies upon creating
safe and efficacious drug formulations that can be administered as stand-alone therapies or in combination with existing medications.
We believe our novel approach of creating safe and efficacious drug formulations that can be combined with existing therapies and potentially
deliver valuable products in areas of high unmet medical needs. We intend to assemble a new scientific medical advisory board consisting
of scientists and medical people with both academic and corporate research and development experience that will provide leadership and
counsel in the medical, scientific, technological and regulatory aspects of our current and future projects.
We believe that our uniquely experienced drug
development leadership provides us with a significant competitive advantage in designing highly efficient clinical programs to deliver
valuable products in areas of high unmet medical needs.
Key Strengths
We believe that our key differentiating elements
include:
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Focus on novel therapeutic opportunities provided by carbohydrates: We are focused on development of carbohydrate-based compounds to safely and cost effectively better manage blood glucose and diabetes related complications. As a result of its structural complexity, carbohydrates have not received as much scientific attention as nucleic acids and proteins. Carbohydrate-based therapeutics have proven to be efficacious and safe, while elimination many common side effects from other types of drugs.
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Focus on novel therapeutic opportunities provided by Peptides in this area: We are focused on development of peptide-based compounds to better manage blood glucose and diabetes related complications. Peptides are recognized for being highly selective and efficacious and, at the same time, relatively safe and well tolerated. In general, peptides are selective and efficacious signaling molecules and given their attractive pharmacological profile and intrinsic properties, peptides represent an excellent starting point for the design of novel therapeutics and their specificity has been seen to translate into excellent safety, tolerability, and efficacy profiles in humans.
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Experienced management: Carl Rausch (key consultant) is a leader in the field of oxygen therapeutic products and through the years was responsible for the only manufactured, tested, and approved protein materials in this field as supported through publications and product approvals in Russia and South Africa for the human version and for the Veterinary world in the European Union and for the US FDA.
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Products are differentiated from other investigative materials and address significant unmet needs: Our three lead product candidates, BTI-320, BTI-410 and IPOXYN, are well-differentiated diabetes-related formulations that address important unmet medical needs. Diabetes prevention and management, including excessive blood sugar management, regeneration of insulin production and control, and treatment of diabetes related complications, remains a critical area of unmet need. Increasingly, patients, physicians and the media are highlighting the deficiencies of current diabetes-related therapies and the growing population of affected individuals.
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A multiple product portfolio with a balanced risk reward profile: We have three lead product categories and a dietary supplement product currently generating a small revenue with what we believe can lead to significant growth prospects given marketing and sales support. We out licensing a peptide therapeutic and peptide therapeutic discovery and development in the pipeline. Accordingly, we believe that the revenues we generate from our advanced products and drug candidates will offset costs related to developing our existing and future pipeline.
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Efficient development strategy: We believe that our strategy of development of the patented dietary supplement in parallel with BTI-320 will shorten the approval process of BTI-320 by providing a broad history of safety. We believe that outsourced investigative material with a Phase II study of BTI-410 in type 1 patients with kidney transplants will provide a shortened path to approval based on an orphan drug approval pathway. We believe that the FDA’s 505(b)(2) regulatory pathway for IPOXYN and its veterinary analog, OXYFEX, lowers the risk of drug development of these drug candidates and fits for transformative and translational development from animal to man. Our strategy of combining these drugs, once approved, with novel delivery methods and pharmaceutical compositions is expected to significantly reduce clinical development time and costs and lowers regulatory risks, while delivering valuable products in areas of high unmet need to the market place.
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Subsidiaries
Effective January 1, 2018, we acquired CureDM
Group Holdings, LLC as a wholly owned subsidiary. This provides for our exclusive world-wide rights to the peptide composition and uses
for both type 1 and type 2 diabetes. Due to our limited capital and management resources, we have not pursued the development of this
asset. We are uncertain when any development of this asset will occur if at all. In connection with the Nanomix Merger, we formed BTHE
Acqusiition, Inc., a wholly owned subsidiary formed in California.
Employees
We have no full time employees. We employ consultants
to assist with the operation of the business as needed.
Facilities
The Company leased office space at 354 Merrimack
Street, Lawrence, MA 01843 on a month to month basis. The Company ended the lease on August 31, 2019. No further obligation exists.
Manufacturing
We currently contract with a third-party to manufacture
BTI-320 and SUGARDOWN® in the United States at a Good Manufacturing Practices (GMP) compliant facility. We intend to only utilize
manufacturing facilities that we believe are fully compliant with GMP as required by the regulatory authorities in Europe or the United
States.
Environmental Regulation
Pharmaceutical research and development involves
the controlled use of hazardous materials. Biotechnology and pharmaceutical companies must comply with laws and regulations governing
the use, generation, manufacture, storage, air emission, effluent discharge, handling and disposal of certain materials, biological specimens
and wastes. We do not anticipate building in-house research, development or manufacturing facilities, and, accordingly, do not expect
to have to comply directly with environmental regulation. However, our contractors and others conducting research, development or manufacturing
activities for us may be required to incur significant compliance cost, and this could in turn could increase our expense or delay our
completion of research or manufacturing programs.
Lack of Major Customers
To date we have had limited sales of our products
in the United States. We have one significant customer, Advance Pharmaceutical Co. Ltd., the Hong Kong-based pharmaceutical company (alliance
partner), a significant stockholder of ours, for distribution of SUGARDOWN® in Hong Kong, China and Macau. These authorized
territories were recently expanded to include Korea, Taiwan, Singapore, Thailand, Malaysia, Vietnam, Philippines, Myanmar, Indonesia,
Laos, Brunei, Cambodia and Japan. Our director, Conroy Chi-Heng Cheng, is also a director of Advance Pharmaceutical Co. Ltd.
Intellectual Property
Patents, trademarks, trade secrets, technological
know-how and other proprietary rights are important to our business. Our patent portfolio is directed to four main areas, peptide composition
of matter and uses, mannans, hemoglobin composition and methods of use, and taste masking in chewable tablets. The active ingredient in
BTI-410 is a peptide derived from a human protein. It is synthesized chemically and not extracted or purified from a biologic source.
It is stabilized and all compositions and modifications are patent protected. The uses of this peptide for the treatment of type 1 and
type 2 diabetes is also protected. The active ingredient in BTI-320 is a mannan, and BTI-320 is a proprietary fractionated mannan. Mannans
are a group of plant-derived complex carbohydrates, or polysaccharides, which consist mainly of polymers of the sugar mannose. Some of
the plants from which mannans are derived are guar, locust bean, fenugreek, barley and konjac. Published studies on mannans have shown
that they possess significant biological activity ranging from inhibition of cholesterol absorption to promoting wound healing and inhibiting
tumor growth. Studies have also shown that consuming mannans before a meal may lessen the rise in blood glucose after the meal. Therefore,
supplementation with mannans may be beneficial in the management of diabetes by supporting healthy blood sugar levels. We seek to strengthen
our patent portfolio and increase market exclusivity as we progress in our clinical development process. During the clinical development
and commercial scale up of our products, we anticipate additional intellectual property may be realized from the creation of novel therapeutic
formulations, methods of manufacture, methods of use and novel quality control assays for each of our products. Our intellectual property
estate directed to our technology and products consists of four international patent applications and their related national stage applications
entitled: Composition of Purified Soluble Mannans for Dietary Supplements and Methods of Use Thereof (W02012/061675); Hemoglobin Compositions
and Methods of Use (WO2012/78850); Encapsulation of Pharmaceuticals for Taste Masking in Chewable Tablets (PCT/US14/27243); and Compositions
for Inhibiting Amylase Mediated Hydrolysis of Alpha (1-4) Linked Glucose Polymers (WO PCT/US16/31120). The international patent application
entitled Hemoglobin Compositions and Methods of Use and its related national stage filings, which were assigned to us by Dr. Platt, are
directed to our IPOXYN and OXYFEX technologies. National patent applications related to Hemoglobin Compositions have been recently allowed
in the jurisdictions of Europe and China. Additional Hemoglobin Composition applications are pending in the United States and Hong Kong.
The international patent application entitled Composition of Purified Soluble Mannans for Dietary Supplements and Methods of Use Thereof
and its related national stage filings, which were assigned to us by Dr. Platt, are directed to our BTI-320 and SUGARDOWN® technologies.
National patent applications related to the Purified Soluble Mannans have been recently allowed in China and Hong Kong. Additional Purified
Soluble Mannans applications are pending in the United States, Korea and Europe. The international application entitled: Compositions
for Inhibiting Amylase Mediated Hydrolysis of Alpha (1-4) Linked Glucose Polymers will enter its national phase in November of 2017. Dr.
Platt also has assigned the trademarks IPOXYN (U.S. Trademark Application No. 77754473) and Avanyx Therapeutics™ (U.S. Trademark
Application No. 77806120) to us. Dr. Platt and our former President Mr. Tassey have assigned the trademark SUGARDOWN® (U.S. Trademark
Reg. No. 3,955,414, registered May 3, 2011) to us.
BTI-410 is protected under the following Issued
Patents:
Methods and Pharmaceutical Compositions for Treating
Type I Diabetes Mellitus and Other Conditions (11/367,682 8,211,430 U.S.); Peptides, Derivatives and Analogs Thereof, and Methods of Using
Same (7,393,919 (11/441,491 U.S.) Peptides, Derivatives and Analogs Thereof, and Methods of Using Same (7,714,103 (12/121,123) and 7,989,415
(12/635,053) and 8,383,578 (13/168,461) and 8,829,158 (13/745706) and 2609667 Canada, and 2295066 Europe, 2295066 France, 60 2006 048
912.9 Germany, 2295066 Great Britain, 2295066 Ireland, 252532 India. Methods and Therapies Relating to Islet Cell Neogenesis (8,785,400
11/943,991 U.S. Compositions and Methods of Using ProIslet Peptides and Analogs Thereof 8816047 (12/674,573) U.S. and 2698100 Canada and
2008292913 Australia, 200880114452.5 (08798997.6) Europe, 2193142 China, France, Germany, Great Britain, Ireland, Italy, Netherlands,
Spain, Switzerland, HK1144823 (10111411.6) Hong Kong, and 5960661 Japan
The following patents are also pending or granted for BTI-410:
Compositions and Methods of Using ProIslet Peptides
and Analogs Thereof, 204183 Israel, 233024 Israel Div, PI2010000893 Malaysia, 308103 Mexico, 337147 Mexico, 159273 Singapore, 200880114452.5
China; Peptides, Derivatives and Analogs Thereof, and Methods of Using Same, 1926/MUMNP/2012 India
It is not economically practicable to determine
in advance whether our products, product components, manufacturing processes or the intended uses for our products infringe the patent
rights of others. It is likely that, from time to time, we will receive notices from others of claims or potential claims of intellectual
property infringement or we may be called upon to defend a customer, vendee or licensee against such third party claims. Responding to
these kinds of claims, regardless of merit, could consume valuable time, result in costly litigation or cause delays, all of which could
harm our business.
Responding to these claims could also require
us to enter into royalty or licensing agreements with third parties claiming infringement. Such royalty or licensing agreements, if available,
may not be available on terms acceptable to us.
Government Regulation
New drug approval for clinical use requires extensive
research, manufacturing, pre-clinical and clinical studies, packaging, labeling, advertising, promotion, export and marketing, among other
things. BTI-320, BTI-410 and IPOXYN will be subject to extensive regulation by governmental authorities in the United States and other
countries. As a therapeutic drug administered by subcutaneous injection, BTI-410 will be regulated as a drug and will require extensive
safety and efficacy studies for regulatory approval before it may be commercialized As a therapeutic product administered by intravenous
infusion IPOXYN will be regulated as a drug and will require extensive safety and efficacy studies for regulatory approval before it may
be commercialized.
Drug Approval Process
In the United States, IPOXYN is a new chemical
entity and will require FDA approval. BTI-320, as a drug candidate, will also require FDA approval. Before final approval for marketing
for either IPOXYN or BTI-320 could occur, the following steps must be completed: preclinical safety animal studies, GMP manufacturing,
submission of Investigational New Drug, or IND application for extensive clinical trials to show proof of concept to significant health
benefit. BTI-410 has achieved Investigational New Drug status and based on the phase 1a and Phase Ib safety profile, will proceed to Phase
II study in type 2 diabetes, and Phase II study in type 1 diabetes patients with kidney transplants pending the establishment of protocols
and FDA regulatory submission criteria.
After approval and during clinical studies the
FDA can put the drug on “clinical hold.” In such case, the IND sponsor and the FDA must resolve any outstanding concerns before
the use of the drug can proceed. The FDA may stop marketing, or clinical trials, or particular types of trials, by imposing a clinical
hold because of safety concerns and potential risk to patients.
Clinical trials involve the administration of
the investigational products to healthy volunteers or patients under the supervision of a qualified principal investigator consistent
with an informed consent. Each clinical protocol is submitted, reviewed and approved by an independent Institutional Review Board, or
IRB, or Ethical Committee (EC) at a participating hospital or clinical site, at which the study will be conducted. The IRB/EC will consider,
among other things; ethical factors, safety to human subjects and the possible liability of the institution.
Clinical trials required for FDA approval typically
are conducted in three sequential phases, but the phases may overlap. In Phase I, the initial introduction of the drug into human subjects,
the drug is usually tested for safety or adverse effects, dosage tolerance, absorption, metabolism, distribution, excretion and pharmacodynamics.
Phase II clinical trials usually involve studies
in a limited patient population to evaluate the efficacy of the drug for specific, targeted indications, determine dosage tolerance and
optimal dosage and identify possible adverse effects and safety risks.
Phase III clinical trials generally further evaluate
clinical efficacy and test further for safety within an expanded patient population and at multiple clinical sites.
After FDA approval, Phase IV clinical trials may
be conducted to gain additional experience from the treatment of patients in the intended therapeutic indication. If the FDA approves
a product while a company has ongoing clinical trials that were not necessary for approval, a company may be able to use the data from
these clinical trials to meet all or part of any Phase IV clinical trial requirement. These clinical trials are often referred to as Phase
III/IV post-approval clinical trials.
The results of the pre-clinical studies and clinical
trials, together with detailed information on the manufacture and composition of the product, are submitted to the FDA in the application
requesting approval to market the product. The FDA may delay approval of any product submitted by the Company. The FDA may limit the indicated
uses for which an approval is given.
New Drug Approval for Veterinary Use
The use of new drugs for companion animals requires
the filing of a New Animal Drug Application, or NADA, with and approval by the FDA. The requirements for approval are similar to those
for new human drugs, exclusive of human trials. Obtaining NADA approval often requires safety and efficacy clinical field trials in the
applicable species and disease, after submission of an Investigational New Animal Drug Application, or INADA, which for non-food animals
becomes effective upon acceptance for filing.
Dietary Supplements
We currently offer SUGARDOWN® as a
dietary supplement. We are not required to obtain FDA approval in order to offer SUGARDOWN® in this manner. We are required
to either comply with certain FDA guidelines with respect to certain marketing claims for SUGARDOWN®, or to file those claims
with the FDA. We believe that we comply with those guidelines and have voluntarily filed structural and functional claims with the FDA.
Pervasive and Continuing Regulation
Any FDA approvals that may be granted will be
subject to continual review, and newly discovered or developed safety or efficacy data may result in withdrawal of products from marketing.
Moreover, if and when such approval is obtained, the manufacture and marketing of our products remain subject to extensive regulatory
requirements administered by the regulatory bodies, including compliance with current Good Manufacturing Practices, serious adverse event
reporting requirements and the FDA’s general prohibitions against promoting products for unapproved or “off-label” uses.
We are subject to inspection and market surveillance
by the FDA for compliance with these regulatory requirements. Failure to comply with the requirements can, among other things, result
in warning letters, product seizures, recalls, fines, injunctions, suspensions or withdrawals of regulatory approvals and termination
of marketing. Any such enforcement action could have a material adverse effect on us. Unanticipated changes in existing regulatory requirements,
state and local work and environmental laws or the adoption of new requirements could also have a material adverse effect on us.
Foreign Regulation
We will be subject to a variety of regulations
governing clinical trials and sales of our products in the United States and outside the United States. Whether or not FDA approval has
been obtained, approval of a product by the comparable non-U.S. regulatory authorities must be obtained prior to the commencement of marketing
of the product in any country.
The approval process varies from country to country
and can be complicated and time consuming; the time needed to secure approval may be longer or shorter than that required for FDA
approval. For example, the European Union requires approval of a Marketing Authorization Application by the European Medicines Evaluation
Agency. These applications require the completion of extensive preclinical studies, clinical studies and manufacturing and controls information.
Reimbursement
Our ability to successfully commercialize our
human products also may depend on the extent to which reimbursement of the cost of such products and related treatment will be approved
by the government health administration authorities, private health insurers and other health providers’ organizations. Significant
uncertainty exists as to the reimbursement status of newly approved health care products. As third-party payors are increasingly challenging
the price of medical products, there can be no assurance that adequate reimbursement of the cost will be available to enable us to maintain
price levels sufficient for realization of an appropriate return on its investment.
Recently the public and the federal government
have focused significant attention on reforming the health care system in the United States. A number of health care reform measures have
been suggested, including price controls on therapeutics. Public discussion of such measures is likely to continue, and concerns about
the potential effects of different possible proposals have been reflected in the volatility of the stock prices of companies in the health
care and related industries.
Item 1A. Risk Factors.
The following important factors, and the important
factors described elsewhere in this report or in our other filings with the SEC, could affect (and in some cases have affected) our results
and could cause our results to be materially different from estimates or expectations. The following and these other risks could materially
and adversely affect our business, operations, results or financial condition.
RISKS RELATED TO OUR BUSINESS
We have incurred significant losses since
our inception and expect to incur losses for the foreseeable future and may never achieve or maintain profitability.
We have incurred recurring operating losses since
inception as it has worked to bring its SUGARDOWN® product to market and develop BTI-320 and IPOXYN. Management expects such
operating losses will continue until such time that substantial revenues are received from SUGARDOWN® or the regulatory and
clinical development of BTI-320 or IPOXYN is completed. The Company has approximately $7,400 cash on hand at December 31, 2019. Management
is currently seeking additional capital through private placements and public offerings of its common stock. In addition, the Company
may seek to raise additional capital through public or private debt or equity financings as well as collaboration activities in order
to fund our operations. The Company was advanced $250,000 through the issuance of 10% notes payable to a related party during the first
quarter of 2020. The Company was advanced $330,000 through the issuance of 10% notes payable to a related party during the second quarter
of 2020. The Company was advanced $230,000 through the issuance of 10% notes payable to a related party during the third quarter of 2020.
The Company was advanced $25,000 through the issuance of 10% notes payable to a related party during the fourth quarter of 2020. The Company
has been advanced $220,000 through the issuance of 10% notes payable to a related party during the first quarter of 2021. Management anticipates
that cash resources will be sufficient to fund our planned operations into the second quarter of 2021. The future of the Company is dependent
upon its ability to obtain continued financing and upon future profitable operations from the partnering, development and clarity of its
new business opportunities.
There can be no assurance that we will be successful
in accomplishing our objectives. Without such additional capital, we may be required to cease operations.
To stay in business, we will need to raise substantial
additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the
foregoing. We anticipate that our expenses will increase substantially as we:
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close on the acquisition of Nanomix of which there is no guarantee;
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conduct additional Phase II and Phase III clinical trials of, and further advance, our lead drug candidates BTI-320 and BTI-410, and potentially initiate pre-clinical and clinical trials for IPOXYN;
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continue the research and development of our other drug candidates, including potentially in-licensing other technologies and therapeutics;
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seek to discover and develop additional drug candidates;
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seek regulatory approvals for any drug candidates that successfully complete clinical trials;
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potentially establish a sales, marketing and distribution infrastructure and scale up external manufacturing capabilities to commercialize any products for which we may obtain regulatory approval; and
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maintain, expand and protect our intellectual property portfolio.
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We believe we have developed a viable plan to
continue as a going concern. However, the plan relies upon our ability to obtain additional sources of capital and financing. If the amount
of capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our
capital needs, we may be required to cease operations.
To become and remain profitable, we must succeed
in developing and commercializing products that generate significant income. This will require us to be successful in a range of challenging
activities, including completing preclinical testing and clinical trials of our drug candidates, discovering additional drug candidates,
obtaining regulatory approval for these drug candidates manufacturing, marketing and selling any products for which we may obtain regulatory
approval, and establishing and managing our collaborations at various stages of each candidate’s development. We are only in the
preliminary stages of many of these activities. We may never succeed in these activities and, even if we do, may never generate income
that is significant enough to achieve profitability.
Because of the numerous risks and uncertainties
associated with pharmaceutical and dietary supplement product development, we are unable to accurately predict the timing or amount of
increased expenses or when, or if, we will be able to achieve profitability. If we are required by the U.S. Food and Drug Administration,
or FDA, or the European Medicines Agency, or EMA, to perform studies in addition to those currently expected, or if there are any delays
in completing our clinical trials or the development of any of our drug candidates, our expenses could increase and revenue could be further
delayed.
Even if we do achieve profitability, we may not
be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would depress
the value of our company and could impair our ability to raise capital, expand our business, maintain our research and development efforts,
diversify our product offerings or even continue our operations. A decline in the value of our company could also cause you to lose all
or part of your investment.
There is no guarantee that we will be able
to close that certain Agreement and Plan of Merger entered between our company together with our wholly-owned subsidiary of the Company
(“Merger Sub”), and Nanomix, Inc., a California corporation.
The Merger Agreement contains customary representations,
warranties and covenants made by the Company and Nanomix, including covenants relating to obtaining the requisite approvals of the shareholders
of the Company and Nanomix, indemnification of directors and officers and the Company’s and Nanomix’s conduct of their respective
businesses between the date of signing of the Merger Agreement and the closing of the transaction.
The closing is subject to satisfaction or waiver
of certain conditions including, among other things, (i) the required approvals by Nanomix shareholders, (ii) the accuracy of the representations
and warranties, subject to certain materiality qualifications, (iii) compliance by the parties with their respective covenants, and (iv)
no law or order preventing the merger and related transactions. As a result, there is no guarantee that we will successfully close such
acquisition.
We have a limited operating history, which
makes it difficult to evaluate our current business and future prospects.
We are a company with limited operating history,
and our operations are subject to all of the risks inherent in establishing a new business enterprise. The likelihood of our success must
be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the
formation of a new business, the development of new technologies or those subject to clinical testing, and the competitive and regulatory
environment in which we will operate. Although we have made initial sales of our SUGARDOWN® product as a dietary supplement and, while
we expect to continue selling or licensing that product, we have no other products currently available for sale. We may never obtain FDA
or EMA approval of our products in development and, even if we do so and are also able to commercialize our products, we may never generate
revenue sufficient to become profitable. Our failure to generate revenue and profit would likely cause our securities to decrease in value
or become worthless.
We will require additional financing to
implement our business plan, which may not be available on favorable terms or at all, and we may have to accept financing terms that would
place restrictions on us.
We presently have an immediate need for capital,
and if we do not raise capital, we may be forced to further curtail operations and our business might fail. Even if we are able to raise
near term capital, we will need to continue to conduct significant research, development, testing and regulatory compliance activities
for IPOXYN, BTI-410 and BTI-320 that, together with projected general and administrative expenses, we expect will result in operating
losses for the foreseeable future. We may not generate sales or other revenue from SUGARDOWN® to fund operations and will remain dependent
on outside sources of financing until that time and we will need to raise funds from additional financing. We may not be able to obtain
equity or debt financing on acceptable terms or at all to implement our growth strategy. As a result, adequate capital may not be available
to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures. If we are unable to
raise additional funds, we may be forced to curtail or even abandon our business plan.
Until such time, if ever, as we can generate substantial
product income, we expect to finance our cash needs through a combination of equity offerings, debt financings and license and collaboration
agreements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest
of existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely
affect the rights of common stockholders. In addition, the terms of any future financings may impose restrictions on our right to declare
dividends or on the manner in which we conduct our business. Debt financing and preferred equity financing, if available, may involve
agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making
capital expenditures, declaring dividends, or making acquisitions or significant asset sales.
If we raise additional funds through collaborations,
strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights
to our technologies, future revenue streams, research programs or drug candidates or grant licenses on terms that may not be favorable
to us and/or that may reduce the value of our common stock.
Our products are based on novel, unproven
technologies.
Our drug candidates in development are based on
novel, unproven technologies, including the use of proprietary carbohydrate compounds and proprietary peptides alone and in combination
with FDA approved drugs currently used in the treatment of diabetes, ischemia, anemia and trauma and other diseases. Peptides are straightforward
to synthesize but are challenging to obtain good pharmacokinetic levels without administering relatively high doses. Despite the strong
safety profile of peptides, they are subject to injection site reactions and discomfort in administration leading to poor compliance.
Carbohydrates are difficult to synthesize, and we may not be able to synthesize carbohydrates that would be usable as delivery vehicles
for the anti-hypoxia drugs we are working with or other therapeutics we intend to develop. Although we have completed certain animal and
human studies that we believe were successful, pre-clinical results in animal studies are not necessarily predictive of outcomes in subsequent
human clinical trials. Clinical trials are expensive, time- consuming and may not be successful. They involve the testing of potential
therapeutic agents, or effective treatments, in humans, typically in three phases, to determine the safety and efficacy of the products
necessary for an approved drug. Many products in human clinical trials fail to demonstrate the desired safety and efficacy characteristics.
Even if our products progress successfully through initial or subsequent human testing, they may fail in later stages of development.
We may engage others to conduct our clinical trials, including clinical research organizations and, possibly, government-sponsored agencies.
These trials may not start or be completed as we forecast, or may not achieve desired results.
Clinical drug development involves a lengthy
and expensive process, with an uncertain outcome. We may incur additional costs or experience delays in completing, or ultimately be unable
to complete, the development and commercialization of our drug candidates.
All our drug candidates are unproven and their
risk of failure is high. It is impossible to predict when or if our drug candidates will receive regulatory approval or, in the case of
IPOXYN, prove effective and safe in humans. Before obtaining marketing approval from regulatory authorities for the sale of any drug candidate,
we must conduct extensive clinical trials and, in the case of IPOXYN, first complete preclinical development, to demonstrate the safety
and efficacy of our drug candidates in humans. Clinical testing is expensive, difficult to design and implement, can take many years to
complete and is uncertain as to outcome. A failed clinical trial can occur at any stage of testing. The outcome of preclinical testing
and early clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not
necessarily predict final results. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses,
and many companies that have believed their drug candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless
failed to obtain marketing approval of their products.
We may experience numerous unforeseen events during,
or as a result of, clinical trials that could delay or prevent our ability to receive marketing approval or commercialize our drug candidates,
including:
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regulators or institutional review boards may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site;
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we may experience delays in reaching, or fail to reach, agreement on acceptable clinical trial contracts or clinical trial protocols with prospective trial sites;
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clinical trials of our drug candidates may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical trials or abandon product development programs;
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the number of patients required for clinical trials of our drug candidates may be larger than we anticipate, enrollment in these clinical trials may be slower than we anticipate or participants may drop out of these clinical trials at a higher rate than we anticipate;
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our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all;
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we may have to suspend or terminate clinical trials of our drug candidates for various reasons, including a finding that the participants are being exposed to unacceptable health risks;
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regulators or institutional review boards may require that we or our investigators suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements or a finding that the participants are being exposed to unacceptable health risks;
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the cost of clinical trials of our drug candidates may be greater than we anticipate;
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the supply or quality of our drug candidates or other materials necessary to conduct clinical trials of our drug candidates may be insufficient or inadequate;
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our drug candidates may have undesirable side effects or other unexpected characteristics, causing us or our investigators, regulators or institutional review boards to suspend or terminate the trials; and
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regulators may revise the requirements for approving our drug candidates, or such requirements may not be as we anticipate.
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If we are required to conduct additional clinical
trials or other testing of our drug candidates beyond those that we currently contemplate, if we are unable to successfully complete clinical
trials of our drug candidates or other testing, if the results of these trials or tests are not positive or are only modestly positive
or if there are safety concerns, we may:
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be delayed in obtaining marketing approval for our drug candidates;
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not obtain marketing approval at all, which would seriously impair our viability;
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obtain marketing approval in some countries and not in others;
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obtain approval for indications or patient populations that are not as broad as we intend or desire;
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obtain approval with labeling that includes significant use or distribution restrictions or safety warnings;
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be subject to additional post-marketing testing requirements; or
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have the product removed from the market after obtaining marketing approval.
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We are planning to initiate Phase II clinical
trials for BTI-410, to continue Phase II clinical trials and initiate Phase III clinical trials for BTI-320. In addition, subject to securing
adequate funding, we could potentially initiate pre- clinical studies of IPOXYN. However, we cannot provide any assurance that we will
successfully initiate or complete those planned trials and be able to initiate any other clinical trials for any of our drug candidates.
The results of our clinical trials could yield negative or ambiguous results. Since BTI-320 and BTI-410 are our most advanced drug candidates,
such results could adversely affect future development plans, collaborations and our stock price.
Our product development costs will increase if
we experience delays in clinical testing or marketing approvals. We do not know whether any of our preclinical studies or clinical trials
will begin as planned, will need to be restructured or will be completed on schedule, or at all. Significant preclinical or clinical trial
delays also could shorten any periods during which we may have the exclusive right to commercialize our drug candidates or allow our competitors
to bring products to market before we do, potentially impairing our ability to successfully commercialize our drug candidates and harming
our business and results of operations.
A fast track, breakthrough therapy or other
designation by the FDA may not actually lead to a faster development or regulatory review or approval process.
We may seek fast track, breakthrough therapy or
similar designation for some of our drug candidates. If a drug is intended for the treatment of a serious or life-threatening condition
and the drug demonstrates the potential to address unmet medical needs for this condition, the drug sponsor may apply for FDA fast track
designation. The FDA has broad discretion whether or not to grant this designation, and even if we believe a particular drug candidate
is eligible for this designation, we cannot assure you that the FDA would decide to grant it. Even if we do receive fast track designation,
we may not experience a faster development process, review or approval compared to conventional FDA procedures. The FDA may withdraw fast
track designation if it believes that the designation is no longer supported by data from our clinical development program.
Additionally, we may in the future seek a breakthrough
therapy designation for some of our product candidates that reach the regulatory review process. A breakthrough therapy is a drug candidate
that is intended, alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or condition, and
that, as indicated by preliminary clinical evidence, may demonstrate substantial improvement over existing therapies on one or more clinically
significant endpoints, such as substantial treatment effects observed early in clinical development. Drugs designated as breakthrough
therapies by the FDA are eligible for accelerated approval and increased interaction and communication with the FDA designed to expedite
the development and review process.
As with fast track designation, designation as
a breakthrough therapy is within the discretion of the FDA. Accordingly, even if we believe one of our product candidates meets the criteria
for designation as a breakthrough therapy, the FDA may disagree and may determine not to grant such a designation. Even if we receive
a breakthrough therapy designation for any of our product candidates, the designation may not result in a materially faster development
process, review or approval compared to conventional FDA procedures. Further, obtaining a breakthrough therapy designation does not assure
or increase the likelihood of the FDA’s approval of the applicable product candidate. In addition, even if one or more of our product
candidates qualifies as a breakthrough therapy, the FDA could later determine that those products no longer meet the conditions for the
designation or determine not to shorten the time period for FDA review or approval.
In addition, we may seek to avail ourselves of
the FDA’s 505(b)(2) approval procedure where it is appropriate to do so. Section 505(b)(2) of the Federal Food, Drug, and Cosmetic
Act permits an applicant to file a new drug application (or NDA) with the FDA where at least some of the information required for approval
comes from studies not conducted by or for the applicant and for which the applicant has not obtained a right of reference. The applicant
may rely upon published literature and the FDA’s findings of safety and effectiveness based on certain preclinical testing or clinical
studies conducted for an approved product. The FDA may also require companies to perform additional studies or measurements to support
the change from the approved product. If this approval pathway is not available to us with respect to a particular formulation or product,
or at all, the time and cost associated with developing and commercializing such formulations or products may be prohibitive and our business
strategy would be materially and adversely affected.
We rely on third parties to conduct our
clinical trials, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such
trials.
We currently use third-party clinical research
organizations, or CROs, to conduct our planned clinical trials and do not plan to independently conduct clinical trials of our other drug
candidates. We rely on third parties, such as CROs, clinical data management organizations, medical institutions and clinical investigators,
to conduct and manage our clinical trials. These agreements might terminate for a variety of reasons, including a failure to perform by
the third parties. If we need to enter into alternative arrangements, that would delay our product development activities.
Our reliance on these third parties for research
and development activities reduces our control over these activities but does not relieve us of our responsibilities. For example, we
remain responsible for ensuring that each of our clinical trials is conducted in accordance with the general investigational plan and
protocols for the trial. Moreover, the FDA requires us to comply with regulatory standards, commonly referred to as good clinical practices,
or GCPs, for conducting, recording and reporting the results of clinical trials to assure that data and reported results are credible
and accurate and that the rights, integrity and confidentiality of trial participants are protected. Other countries’ regulatory
agencies also have requirements for clinical trials with which we must comply. We also are required to register ongoing clinical trials
and post the results of completed clinical trials on a government-sponsored database, ClinicalTrials.gov, within specified timeframes.
Failure to do so can result in fines, adverse publicity and civil and criminal sanctions.
Furthermore, these third parties may also have
relationships with other entities, some of which may be our competitors. If these third parties do not successfully carry out their contractual
duties, meet expected deadlines or conduct our clinical trials in accordance with regulatory requirements or our stated protocols, we
will not be able to obtain, or may be delayed in obtaining, marketing approvals for our drug candidates and will not be able to, or may
be delayed in our efforts to, successfully commercialize our drug candidates.
We also expect to rely on other third parties
to store and distribute drug supplies for our clinical trials. Any performance failure on the part of our distributors could delay clinical
development or marketing approval of our drug candidates or commercialization of our products, producing additional losses and depriving
us of potential product revenue.
If we experience delays or difficulties
in the enrollment of patients in clinical trials, our receipt of necessary regulatory approvals could be delayed or prevented.
We may not be able to initiate or continue clinical
trials for our drug candidates if we are unable to locate and enroll a sufficient number of eligible patients to participate in these
trials as required by the FDA or similar regulatory authorities outside the United States, such as the EMA. In addition, some of our competitors
have ongoing clinical trials for drug candidates that treat the same indications as our drug candidates, and patients who would otherwise
be eligible for our clinical trials may instead enroll in clinical trials of our competitors’ drug candidates.
Patient enrollment is affected by other factors including:
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the severity of the disease under investigation;
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the patient eligibility criteria for the study in question;
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the perceived risks and benefits of the drug candidate under study;
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the efforts to facilitate timely enrollment in clinical trials;
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our payments for conducting clinical trials;
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the patient referral practices of physicians;
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the ability to monitor patients adequately during and after treatment; and
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the proximity and availability of clinical trial sites for prospective patients.
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We are unable to forecast with precision our ability
to enroll patients. Our inability to enroll a sufficient number of patients for our clinical trials would result in significant delays
and could require us to abandon one or more clinical trials altogether. Enrollment delays in our clinical trials may result in increased
development costs for our drug candidates, which would cause the value of our company to decline and limit our ability to obtain additional
financing.
If serious adverse or unacceptable side
effects are identified during the development of our drug candidates or we observe limited efficacy, we may need to abandon or limit our
development of some of our drug candidates.
If our drug candidates are associated with undesirable
side effects in clinical trials, have limited efficacy or have characteristics that are unexpected, we may need to abandon their development
or limit development to more narrow uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent,
less severe or more acceptable from a risk-benefit perspective. We believe our results to date suggest an acceptable safety profiles at
their respective stages of development. However, many compounds that initially showed promise in early stage testing for treating diabetes
and inflammatory diseases have later been found to cause side effects that prevented further development of the compound.
Even if any of our drug candidates receives
marketing approval, it may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the
medical community necessary for commercial success.
Even if any of our drug candidates receives marketing
approval, it may nonetheless fail to gain sufficient market acceptance by physicians, patients, third-party payors and others in the medical
community. For example, current diabetes treatments are well established in the medical community, and physicians may continue to rely
on these treatments. In addition, many new drugs have been recently approved and many more are in the pipeline for the same diseases for
which we are developing our drug candidates. If our drug candidates do not achieve an adequate level of acceptance, we may not generate
significant product revenues and we may not become profitable. The degree of market acceptance of our drug candidates, if approved for
commercial sale, will depend on a number of factors, including:
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their efficacy, safety and other potential advantages compared to alternative treatments;
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our ability to offer them for sale at competitive prices;
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their convenience and ease of administration compared to alternative treatments;
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the willingness of the target patient population to try new therapies and of physicians to prescribe these therapies;
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the strength of marketing and distribution support;
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the availability of third-party coverage and adequate reimbursement for our drug candidates;
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the prevalence and severity of their side effects;
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any restrictions on the use of our products together with other medications;
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interactions of our products with other medicines patients are taking; and
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inability of certain types of patients to take our products.
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If we are unable to address and overcome these
and similar concerns, our business and results of operations could be substantially harmed.
If we are unable to establish effective
sales, marketing and distribution capabilities or enter into agreements with third parties with such capabilities, we may not be successful
in commercializing our drug candidates if and when they are approved.
We do not have a sales or marketing infrastructure
and have limited experience in the sale, marketing or distribution of our products. To achieve commercial success for any product for
which we obtain marketing approval, we will need to successfully establish and maintain relationships with third parties to perform sales
and marketing functions, such as Advance Pharmaceutical.
In the future, we may build a focused sales and
marketing infrastructure to market or co-promote some of our drug candidates in the United States and potentially elsewhere. There are
risks involved with establishing our own sales, marketing and distribution capabilities. For example, recruiting and training a sales
force is expensive and time consuming and could delay any product launch. If the commercial launch of a drug candidate or dietary supplement
for which we recruit a sales force and establish marketing capabilities is delayed or does not occur for any reason, we would have prematurely
or unnecessarily incurred these commercialization expenses. This may be costly, and our investment would be lost if we cannot retain or
reposition our sales and marketing personnel.
Factors that may inhibit our efforts to commercialize our products
on our own include:
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our inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;
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the inability of sales personnel to obtain access to or educate physicians on the benefits of our products;
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the lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines;
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unforeseen costs and expenses associated with creating an independent sales and marketing organization; and
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inability to obtain sufficient coverage and reimbursement from third-party payors and governmental agencies.
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Currently, we rely on third parties to sell, market
and distribute our drug candidates. We may not be successful in entering into, or maintaining, arrangements with such third parties or
may be unable to do so on terms that are favorable to us. In addition, our product revenues and our profitability, if any, may be lower
if we rely on third parties for these functions than if we were to market, sell and distribute any products that we develop ourselves.
We likely will have little control over such third parties, and any of them may fail to devote the necessary resources and attention to
sell and market our products effectively. If we do not establish sales, marketing and distribution capabilities successfully, either on
our own or in collaboration with third parties, we will not be successful in commercializing our drug candidates.
If we are unable to convince physicians
as to the benefits of our proposed products, we may incur delays or additional expense in our attempt to establish market acceptance.
Broad use of our proposed products may require
physicians to be informed regarding our proposed products and the intended benefits. Inability to carry out this physician education process
may adversely affect market acceptance of our proposed products. We may be unable to timely educate physicians regarding our proposed
products in sufficient numbers to achieve our marketing plans or to achieve product acceptance. Any delay in physician education may materially
delay or reduce demand for our products. In addition, we may expend significant funds toward physician education before any acceptance
or demand for our proposed products is created, if at all.
We face substantial competition, which may
result in others discovering, developing or commercializing competing products before or more successfully than we do.
The development and commercialization of new drug
products, particularly in the diabetes sector, is highly competitive. We face competition with respect to our current drug candidates,
and will face competition with respect to any drug candidates that we may seek to develop or commercialize in the future, from major pharmaceutical
companies, specialty pharmaceutical companies and biotechnology companies worldwide. There are a number of large pharmaceutical and biotechnology
companies that currently market and sell products or are pursuing the development of products for the control of blood sugar and the treatment
of diabetes generally. Potential competitors also include academic institutions, government agencies and other public and private research
organizations that conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturing
and commercialization.
A substantial number of the companies against
which we are competing or against which we may compete in the future have significantly greater financial resources, established presence
in the market and expertise in research and development, manufacturing, preclinical testing, conducting clinical trials, obtaining regulatory
approvals and marketing approved products than we do. Mergers and acquisitions in the pharmaceutical and biotechnology industries may
result in even more resources being concentrated among a smaller number of our competitors.
Smaller and other early stage companies may also
prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These third
parties compete with us in recruiting and retaining qualified scientific, sales and marketing and management personnel, establishing clinical
trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our
programs.
Our commercial opportunity could be reduced or
eliminated if our competitors develop and commercialize products that are more effective, have fewer or less severe side effects, are
more convenient or are less expensive than any products that we may develop. Our competitors also may obtain FDA or other regulatory approval
for their products more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market
position before we are able to enter the market. In addition, our ability to compete may be affected in many cases by insurers or other
third-party payors seeking to encourage the use of generic products.
We may be unable to compete in our target marketplaces,
which could impair our ability to generate revenues, thus causing a material adverse impact on our results of operations.
Our reliance on one product and a limited
number of customers for a significant portion of our revenues could materially and adversely affect our results of operations and liquidity.
During the years ended December 31, 2020 and 2019,
all of our revenue was generated by sales and royalties of our SUGARDOWN® product. If we are unable to expand our customer base through
our new marketing efforts, and we are not able to secure additional business from our existing customer or our sales to this customer
decline, our reliance on a limited number of customers may have a material adverse effect on our business, result of operations, financial
condition or liquidity. Furthermore, if we are unable to commercialize any of our pharmaceutical drug candidates, our reliance on a single
product may have a material adverse effect on our business, result of operations, financial condition or liquidity.
Our success depends upon our ability to
retain key executives and to attract, retain, and motivate qualified personnel, and the loss of these persons could adversely affect our
operations and results.
We are highly dependent on the principal members
of our management, scientific and clinical team, including Carl Rausch, our former Chief Executive Officer and Director. We have a consulting
agreement with Mr. Rausch who is now an advisor to us. We currently have no employees in our Company, we are otherwise entirely staffed
by consultants, each of whom may terminate their employment with us at any time.
The loss of the services of our executive officers
or other key employees/consultants or key members of our scientific or medical advisory boards, could impede the achievement of our research,
development and commercialization objectives and seriously harm our ability to successfully implement our business strategy. Furthermore,
replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number
of individuals in our industry with the breadth of skills and experience required to successfully develop, gain regulatory approval of
and commercialize products. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate
these key personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel.
We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. In addition,
we rely and expect to continue to rely to a significant degree on consultants and advisors, including scientific and clinical advisors,
to assist us in formulating our research and development and commercialization strategy. Our consultants and advisors may be employed
by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability
to us. If we are unable to continue to attract and retain high quality personnel, our ability to pursue our growth strategy will be limited.
Our lack of operating experience may cause
us difficulty in managing our growth which could lead to our inability to implement our business plan.
We have limited experience in marketing and the
selling of pharmaceutical products. Any growth will require us to expand our management and our operational and financial systems and
controls. If we are unable to do so, our business and financial condition would be materially harmed. If rapid growth occurs, it may strain
our operational, managerial and financial resources.
We will depend on third parties to manufacture
and market our products and to design trial protocols, arrange for and monitor the clinical trials, and collect and analyze data.
We do not have, and do not now intend to develop,
facilities for the manufacture of any of our products for clinical or commercial production. In addition, we are not a party to any long-
term agreement with any of our suppliers, and accordingly, we have our products manufactured on a purchase-order basis from one of two
primary suppliers. We will need to develop relationships with manufacturers and enter into collaborative arrangements with licensees or
have others manufacture our products on a contract basis. We expect to depend on such collaborators to supply us with products manufactured
in compliance with standards imposed by the FDA and foreign regulators.
In addition, we have limited experience in marketing,
sales or distribution. We currently have an agreement with Advance Pharmaceutical Co. Ltd. to develop markets in Hong Kong, China and
Macau for SUGARDOWN®. In November 2014, we agreed to expand this marketing agreement to include 12 additional countries: Korea, Taiwan,
Singapore, Thailand, Malaysia, Vietnam, Philippines, Myanmar, Indonesia, Laos, Brunei and Cambodia. In March 2015, we agreed to expand
their marketing agreement to include Japan. In May 2014, we entered into a strategic marketing agreement a leading branding and marketing
agency, aimed at driving brand awareness and growing sales of SUGARDOWN® among the large pre-diabetic population in North America.
This agreement was terminated in July 2015. If we develop additional commercial products, we will need to rely on licensees, collaborators,
joint venture partners or independent distributors to market and sell those products and we may need to rely on additional third parties
to market our products.
Moreover, as we develop products eligible for
clinical trials, we contract with independent parties to design the trial protocols, arrange for and monitor the clinical trials, collect
data and analyze data. In addition, certain clinical trials for our products may be conducted by government-sponsored agencies and will
be dependent on governmental participation and funding. Our dependence on independent parties and clinical sites involves risks including
reduced control over the timing and other aspects of our clinical trials.
We are exposed to product liability, pre-clinical
and clinical liability risks which could place a substantial financial burden upon us, should we be sued.
Our business exposes us to potential product liability
and other liability risks that are inherent in the testing, manufacturing and marketing of pharmaceutical formulations and products. Such
claims may be asserted against us. In addition, the use in our clinical trials of pharmaceutical formulations and products that our potential
collaborators may develop and the subsequent sale of these formulations or products by us or our potential collaborators may cause us
to bear a portion of or all product liability risks. A successful liability claim or series of claims brought against us could have a
material adverse effect on our business, financial condition and results of operations.
We currently maintain product liability insurance
for SUGARDOWN®. There is no guarantee that such insurance will provide adequate coverage against our potential liabilities. Since
we do not currently have any FDA-approved products or other formulations, we do not currently have any other product liability insurance
covering commercialized products. We may not be able to obtain or maintain adequate product liability insurance, when needed, on acceptable
terms, if at all, or such insurance may not provide adequate coverage against our potential liabilities. Furthermore, our current and
potential partners with whom we have collaborative agreements or our future licensees may not be willing to indemnify us against these
types of liabilities and may not themselves be sufficiently insured or have sufficient liquidity to satisfy any product liability claims.
Claims or losses in excess of any product liability insurance coverage that may be obtained by us could have a material adverse effect
on our business, financial condition and results of operations.
In addition, we may be unable to obtain or to
maintain clinical trial liability insurance on acceptable terms, if at all. Any inability to obtain and/or maintain insurance coverage
on acceptable terms could prevent or limit the commercialization of any products we develop.
If users of our proposed products are unable
to obtain adequate reimbursement from third-party payers or if new restrictive legislation is adopted, market acceptance of our proposed
products may be limited and we may not achieve revenues.
The continuing efforts of government and insurance
companies, health maintenance organizations and other payers of healthcare costs to contain or reduce costs of health care may affect
our future revenues and profitability, and the future revenues and profitability of our potential customers, suppliers and collaborative
partners and the availability of capital. For example, in certain international markets, pricing or profitability of prescription pharmaceuticals
is subject to government control. In the U.S., given recent federal and state government initiatives directed at lowering the total cost
of health care, the U.S. Congress and state legislatures will likely continue to focus on health care reform, the cost of prescription
pharmaceuticals and on the reform of the Medicare and Medicaid systems. While we cannot predict whether any such legislative or regulatory
proposals will be adopted, the announcement or adoption of such proposals could materially harm our business, financial condition and
results of operations.
Our ability to commercialize our proposed products
will depend in part on the extent to which appropriate reimbursement levels for the cost of our proposed formulations and products and
related treatments are obtained by governmental authorities, private health insurers and other organizations, such as HMOs. Third-party
payers are increasingly challenging the prices charged for medical drugs and services. Also, the trend toward managed health care in the
U.S. and the concurrent growth of organizations such as HMOs, which could control or significantly influence the purchase of health care
services and drugs, as well as legislative proposals to reform health care or reduce government insurance programs, may all result in
lower prices for or rejection of our products.
There are risks associated with our
reliance on third parties for marketing, sales and distribution infrastructure and channels.
We have entered into agreements with commercial
partners to engage in sales, marketing and distribution efforts around our products in development. We may be unable to maintain these
third-party relationships, or establish new relationships, on a commercially reasonable basis, if at all. In addition, these third parties
may have similar or more established relationships with our competitors. If we do not enter into or maintain relationships with third
parties for the sales and marketing of our proposed products, we will need to develop our own sales and marketing capabilities. Furthermore,
even if engaged, these distributors may:
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fail to satisfy financial or contractual obligations to us;
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fail to adequately market our products;
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cease operations with little or no notice to us; or
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offer, design, manufacture or promote competing formulations or products.
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If we fail to develop sales, marketing and distribution
channels, we could experience delays in generating sales and incur increased costs, which would harm our financial results.
We will be subject to risks if we seek to
develop our own sales force.
If we choose at some point to develop our own
sales and marketing capability, our experience in developing a fully integrated commercial organization is limited. If we choose to establish
a fully integrated commercial organization, we will likely incur substantial expenses in developing, training and managing such an organization.
We may be unable to build a fully integrated commercial organization on a cost effective basis, or at all. Any such direct marketing and
sales efforts may prove to be unsuccessful. In addition, we will compete with many other companies that currently have extensive and well-funded
marketing and sales operations. Our marketing and sales efforts may be unable to compete against these other companies. We may be unable
to establish a sufficient sales and marketing organization on a timely basis, if at all.
RISKS RELATED TO OUR INDUSTRY
We will need regulatory approvals to commercialize
our products as drugs.
If we choose to offer BTI-320, BTI-410, IPOXYN,
or any other product as a drug, we are required to obtain approval from the FDA to sell our products in the U.S. and from foreign regulatory
authorities to sell our products in other countries. The FDA’s review and approval process is lengthy, expensive and uncertain.
Extensive pre-clinical and clinical data and supporting information must be submitted to the FDA for each indication for each product
candidate to secure FDA approval. Before receiving FDA clearance to market our proposed products, we will have to demonstrate that our
products are safe and effective on the patient population and for the diseases that are to be treated. Clinical trials, manufacturing
and marketing of drugs are subject to the rigorous testing and approval process of the FDA and equivalent foreign regulatory authorities.
The Federal Food, Drug and Cosmetic Act and other federal, state and foreign statutes and regulations govern and influence the testing,
manufacture, labeling, advertising, distribution and promotion of drugs and medical devices. As a result, regulatory approvals can take
a number of years or longer to accomplish and require the expenditure of substantial financial, managerial and other resources. The FDA
could reject an application or require us to conduct additional clinical or other studies as part of the regulatory review process. Delays
in obtaining or failure to obtain FDA approvals would prevent or delay the commercialization of our product candidates, which would prevent,
defer or decrease our receipt of revenues. In addition, if we receive initial regulatory approval, our product candidates will be subject
to extensive and rigorous ongoing domestic and foreign government regulation.
Data obtained from clinical trials are susceptible
to varying interpretations, which could delay, limit or prevent regulatory clearances.
Data already obtained, or in the future obtained,
from pre-clinical studies and clinical trials do not necessarily predict the results that will be obtained from later pre-clinical studies
and clinical trials. Moreover, pre-clinical and clinical data is susceptible to varying interpretations, which could delay, limit or prevent
regulatory approval. A number of companies in the pharmaceutical industry have suffered significant setbacks in advanced clinical trials,
even after promising results in earlier trials. The failure to adequately demonstrate the safety and effectiveness of a proposed formulation
or product under development could delay or prevent regulatory clearance of the potential drug, resulting in delays to commercialization,
and could materially harm our business. Our clinical trials may not demonstrate sufficient levels of safety and efficacy necessary to
obtain the requisite regulatory approvals for our drugs, and thus our proposed drugs may not be approved for marketing.
Our competitive position depends on protection
of our intellectual property.
Development and protection of our intellectual
property are critical to our business. All of our intellectual property has been invented and/or developed or co-developed by our former
CEO, Dr. David Platt. If we do not adequately protect our intellectual property, competitors may be able to practice our technologies.
Our success depends in part on our ability to obtain patent protection for our products or processes in the U.S. and other countries,
protect trade secrets, and prevent others from infringing on our proprietary rights.
Since patent applications in the U.S. are maintained
in secrecy for at least portions of their pendency periods (published on U.S. patent issuance or, if earlier, 18 months from earliest
filing date for most applications) and since other publication of discoveries in the scientific or patent literature often lags behind
actual discoveries, we cannot be certain that we are the first to make the inventions to be covered by our patent applications. The patent
position of biopharmaceutical firms generally is highly uncertain and involves complex legal and factual questions. The U.S. Patent and
Trademark Office has not established a consistent policy regarding the breadth of claims that it will allow in biotechnology patents.
Some or all of our patent applications may not
issue as patents or the claims of any issued patents may not afford meaningful protection for our technologies or products. In addition,
patents issued to us or our licensors may be challenged and subsequently narrowed, invalidated or circumvented. Patent litigation is widespread
in the biotechnology industry and could harm our business. Litigation might be necessary to protect our patent position or to determine
the scope and validity of third-party proprietary rights, and we may not have the required resources to pursue such litigation or to protect
our patent rights.
Although we will require our scientific and technical
employees and consultants to enter into broad assignment of inventions agreements, and all of our employees, consultants and corporate
partners with access to proprietary information to enter into confidentiality agreements, these agreements may not be honored. Currently,
we do not have any scientific or technical employees. We have consultants and a network of uniquely experienced researchers, clinicians
and drug developers, some of whom have signed or been asked to sign agreements.
Products we develop could be subject to
infringement claims asserted by others.
We cannot assure that products based on our patents
or intellectual property that we license from others will not be challenged by a third party claiming infringement of its proprietary
rights. If we were not able to successfully defend patents that may be issued to us, that we may acquire, or that we may license in the
future, we may have to pay substantial damages, possibly including treble damages, for past infringement.
We face intense competition in the biotechnology
and pharmaceutical industries.
The biotechnology and pharmaceutical industries
are intensely competitive. We face direct competition from U.S. and foreign companies focusing on pharmaceutical products, which are rapidly
evolving. Our competitors include major multinational pharmaceutical and chemical companies, specialized biotechnology firms and universities
and other research institutions. Many of these competitors have greater financial and other resources, larger research and development
staffs and more effective marketing and manufacturing organizations, than we do. In addition, academic and government institutions are
increasingly likely to enter into exclusive licensing agreements with commercial enterprises, including our competitors, to market commercial
products based on technology developed at such institutions. Our competitors may succeed in developing or licensing technologies and products
that are more effective or less costly than ours, or succeed in obtaining FDA or other regulatory approvals for product candidates before
we do. Acquisitions of, or investments in, competing pharmaceutical or biotechnology companies by large corporations could increase such
competitors’ financial, marketing, manufacturing and other resources.
The market for our proposed products is
rapidly changing and competitive, and new drugs and new treatments which may be developed by others could impair our ability to maintain
and grow our business and remain competitive.
The pharmaceutical and biotechnology industries
are subject to rapid and substantial technological change. Developments by others may render our proposed products noncompetitive or obsolete,
or we may be unable to keep pace with technological developments or other market factors. Technological competition from pharmaceutical
and biotechnology companies, universities, governmental entities and others diversifying into the field is intense and is expected to
increase.
As a company with nominal revenues engaged in
the development of drug technologies, our resources are limited and we may experience technical challenges inherent in such technologies.
Competitors have developed or are in the process of developing technologies that are, or in the future may be, the basis for competition.
Some of these technologies may have an entirely different approach or means of accomplishing similar therapeutic effects compared to our
proposed products. Our competitors may develop drugs that are safer, more effective or less costly than our proposed products and, therefore,
present a serious competitive threat to us.
The potential widespread acceptance of therapies
that are alternatives to ours may limit market acceptance of our proposed products, even if commercialized. Many of our targeted diseases
and conditions can also be treated by other medication. These treatments may be widely accepted in medical communities and have a longer
history of use. The established use of these competitive drugs may limit the potential for our technologies, formulations and products
to receive widespread acceptance if commercialized.
Health care cost containment initiatives
and the growth of managed care may limit our returns.
Our ability to commercialize our products successfully
may be affected by the ongoing efforts of governmental and third-party payers to contain the cost of health care. These entities are challenging
prices of health care products and services, denying or limiting coverage and reimbursement amounts for new therapeutic products, and
for FDA-approved products considered experimental or investigational, or which are used for disease indications without FDA marketing
approval.
Even if we succeed in bringing any products to
the market, they may not be considered cost-effective and third-party reimbursement might not be available or sufficient. If adequate
third-party coverage is not available, we may not be able to maintain price levels sufficient to realize an appropriate return on our
investment in research and product development. In addition, legislation and regulations affecting the pricing of pharmaceuticals may
change in ways adverse to us before or after any of our proposed products are approved for marketing.
RISKS RELATED TO OUR INTELLECTUAL PROPERTY
If we are unable to obtain and maintain
patent protection for our products, or if the scope of the patent protection obtained is not sufficiently broad, competitors could develop
and commercialize products similar or identical to ours, and our ability to successfully commercialize our products may be impaired.
Our success depends in large part on our ability
to obtain and maintain patent and other intellectual property protection in the United States and other countries with respect to our
proprietary products. We seek to protect our proprietary position by filing patent applications in the United States and abroad related
to our drug candidates.
The patent prosecution process is expensive and
time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost, in a
timely manner, or in all jurisdictions. It is also possible that we will fail to identify patentable aspects of our research and development
output before it is too late to obtain patent protection.
The patent position of biotechnology and pharmaceutical
companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much
litigation. In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the United States
and we may fail to seek or obtain patent protection in all major markets. For example, European patent law restricts the patentability
of methods of treatment of the human body more than United States law does. Publications of discoveries in the scientific literature often
lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until
18 months after filing, or in some cases not at all. Therefore, we cannot know with certainty whether we were the first to make the inventions
claimed in our owned patents or pending patent applications, or that we were the first to file for patent protection of such inventions,
nor can we know whether those from whom we license patents were the first to make the inventions claimed or were the first to file. As
a result, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. Our pending and
future patent applications may not result in patents being issued which protect our technology or products, in whole or in part, or which
effectively prevent others from commercializing competitive technologies and products. Changes in either the patent laws or interpretation
of the patent laws in the United States and other countries may diminish the value of our patents or narrow the scope of our patent protection.
Recent patent reform legislation could increase
the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.
On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law. The Leahy-Smith Act includes
a number of significant changes to United States patent law. These include provisions that affect the way patent applications are prosecuted
and may also affect patent litigation. The U.S. Patent and Trademark Office, or U.S. PTO, recently developed new regulations and procedures
to govern administration of the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act,
and in particular, the first to file provisions, only became effective on March 16, 2013. Accordingly, it is not clear what, if any, impact
the Leahy-Smith Act will have on the operation of our business. However, the Leahy-Smith Act and its implementation could increase the
uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents, all
of which could have a material adverse effect on our business and financial condition.
Moreover, we may be subject to a third-party preissuance
submission of prior art to the U.S. PTO, or become involved in opposition, derivation, reexamination, inter partes review, post-
grant review or interference proceedings challenging our patent rights or the patent rights of others. An adverse determination in any
such submission, proceeding or litigation could reduce the scope of, or invalidate our patent rights, allow third parties to commercialize
our technology or products and compete directly with us, without payment to us, or result in our inability to manufacture or commercialize
products without infringing third-party patent rights. In addition, if the breadth or strength of protection provided by our patents and
patent applications is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current
or future drug candidates.
Even if our patent applications issue as patents,
they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise
provide us with any competitive advantage. Our competitors may be able to circumvent our owned or licensed patents by developing similar
or alternative technologies or products in a non-infringing manner.
The issuance of a patent is not conclusive as
to its inventorship, scope, validity or enforceability, and our patents may be challenged in the courts or patent offices in the United
States and abroad. Such challenges may result in loss of exclusivity or freedom to operate or in patent claims being narrowed, invalidated
or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical
products, or limit the duration of the patent protection of our products. Given the amount of time required for the development, testing
and regulatory review of new drug candidates, patents protecting such candidates might expire before or shortly after such candidates
are commercialized. As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing
products similar or identical to ours.
We may become involved in lawsuits to protect
or enforce our patents or other intellectual property, which could be expensive, time-consuming and ultimately unsuccessful.
Competitors may infringe our issued patents or
other intellectual property. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be
expensive and time-consuming. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against
us alleging that we infringe their intellectual property. In addition, in a patent infringement proceeding, a court may decide that a
patent of ours is invalid or unenforceable, in whole or in part, construe the patent’s claims narrowly or refuse to stop the other
party from using the technology at issue on the grounds that our patents do not cover the technology in question. An adverse result in
any litigation proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly, which could adversely
affect us.
Third parties may initiate legal proceedings
alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain and could have a material
adverse effect on the success of our business.
Our commercial success depends upon our ability
to develop, manufacture, market and sell our drug candidates without infringing the proprietary rights of third parties. There is considerable
intellectual property litigation in the biotechnology and pharmaceutical industries. While no such litigation has been brought against
us and we have not been held by any court to have infringed a third party’s intellectual property rights, we cannot guarantee that
our products or use of our products do not infringe third-party patents. It is also possible that we have failed to identify relevant
third-party patents or applications. For example, applications filed before November 29, 2000 and certain applications filed after that
date that will not be filed outside the United States remain confidential until patents issue. Patent applications in the United States
and elsewhere are published approximately 18 months after the earliest filing, which is referred to as the priority date. Therefore, patent
applications covering our products or technology could have been filed by others without our knowledge. Additionally, pending patent applications
which have been published can, subject to certain limitations, be later amended in a manner that could cover our technologies, our products
or the use of our products.
We may become party to, or threatened with, future
adversarial proceedings or litigation regarding intellectual property rights with respect to our products and technology, including inter
parties review, interference, or derivation proceedings before the U.S. PTO and similar bodies in other countries. Third parties may assert
infringement claims against us based on existing intellectual property rights and intellectual property rights that may be granted in
the future. If we are found to infringe a third party’s intellectual property rights, we could be required to obtain a license from
such third party to continue developing and marketing our products. However, we may not be able to obtain any required license on commercially
reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access
to the same technologies licensed to us. We could be forced, including by court order, to cease commercializing the infringing technology
or product. In addition, we could be found liable for monetary damages, including treble damages and attorneys’ fees if we are found
to have willfully infringed a patent. A finding of infringement could prevent us from commercializing our drug candidates or force us
to cease some of our business operations, which could materially harm our business. Claims that we have misappropriated the confidential
information or trade secrets of third parties could have a similar negative impact on our business.
Obtaining and maintaining our patent protection
depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent
agencies, and our patent protection could be reduced or eliminated for noncompliance with these requirements.
Periodic maintenance fees on any issued patent
are due to be paid to the U.S. PTO and foreign patent agencies in several stages over the lifetime of the patent. The U.S. PTO and various
foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions
during the patent application process. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means
in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent
or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that
could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official
actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event,
our competitors might be able to enter the market, which would have a material adverse effect on our business.
We may be subject to claims by third parties
asserting that our employees or we have misappropriated their intellectual property, or claiming ownership of what we regard as our own
intellectual property.
Many of our employees or contractors were previously
employed at universities or other biotechnology or pharmaceutical companies, including our competitors or potential competitors. Although
we try to ensure that our employees and contractors do not use the proprietary information or know-how of others in their work for us,
we may be subject to claims that these employees or we have used or disclosed intellectual property, including trade secrets or other
proprietary information, of any such employee’s former employer. Litigation may be necessary to defend against these claims.
In addition, while it is our policy to require
our employees and contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual
property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that
we regard as our own. Our and their assignment agreements may not be self-executing or may be breached, and we may be forced to bring
claims against third parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual
property.
If we fail in prosecuting or defending any such
claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful
in prosecuting or defending against such claims, litigation could result in substantial costs and be a distraction to management.
Intellectual property litigation could cause
us to spend substantial resources and distract our personnel from their normal responsibilities.
Even if resolved in our favor, litigation or other
legal proceedings relating to intellectual property claims may cause us to incur significant expenses, and could distract our technical
and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings,
motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it
could have a substantial adverse effect on the price of our common stock. Such litigation or proceedings could substantially increase
our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities.
We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately. Some of our competitors
may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources.
Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could compromise our ability to
compete in the marketplace.
If we are unable to protect the confidentiality
of our trade secrets, our business and competitive position would be harmed.
In addition to seeking patents for some of our
technology and drug candidates, we also rely on trade secrets, including unpatented know-how, technology and other proprietary information,
to maintain our competitive position. We seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality
agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, contract
manufacturers, consultants, advisors and other third parties. We also seek to enter into confidentiality and invention or patent assignment
agreements with our employees and consultants. Despite these efforts, any of these parties may breach the agreements and disclose our
proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Our trade
secrets may also be obtained by third parties by other means, such as breaches of our physical or computer security systems. Enforcing
a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome
is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets.
If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent
them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets
were to be disclosed to or independently developed by a competitor, our competitive position would be harmed.
RISKS RELATING TO OUR COMMON STOCK
The market price of our common stock may
be highly volatile, and you could lose all or part of your investment.
The trading price of our common stock is likely
to be volatile. This volatility may prevent you from being able to sell your shares at or above the price you paid for your shares. Our
stock price could be subject to wide fluctuations in response to a variety of factors, which include:
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any adverse results or delays in commencement or completion of our planned clinical trials for BTI-320, BTI-410 or IPOXYN;
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changes in laws or regulations applicable to SUGARDOWN®, BTI-320, BTI-410 or IPOXYN or any future product candidates, including but not limited to clinical trial requirements for approvals;
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unanticipated serious safety concerns related to the use of SUGARDOWN®, BTI-320, BTI-410 or IPOXYN or any future product candidates;
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a decision to initiate a clinical trial, not to initiate a clinical trial or to terminate an existing clinical trial;
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our inability to obtain adequate product supply for SUGARDOWN®, BTI-320, BTI-410 or IPOXYN or any future product candidate, or the inability to do so at acceptable prices;
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adverse regulatory decisions;
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the introduction of new products or technologies offered by us or our competitors;
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the effectiveness of our or our potential partners’ commercialization efforts;
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the inability to effectively manage our growth;
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actual or anticipated variations in quarterly operating results;
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our failure to meet or exceed the estimates and projections of the investment community;
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the perception of the pharmaceutical industry by the public, legislatures, regulators and the investment community;
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the overall performance of the U.S. equity markets and general political and economic conditions;
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developments concerning our sources of manufacturing supply and any commercialization partners;
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announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;
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disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;
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additions or departures of key scientific or other consultants or management personnel;
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adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
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sales of our common stock by our stockholders in the future;
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significant lawsuits, including patent or stockholder litigation;
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changes in the market valuations of similar companies;
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the trading volume of our common stock;
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effects of natural or man-made catastrophic events or other business interruptions; and
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other events or factors, many of which are beyond our control.
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In addition, the stock market in general, and
the stock of biotechnology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market
price of our common stock, regardless of our actual operating performance.
We have a limited market for our common
stock, which makes our securities very speculative.
Trading activity in our common stock is and has
been limited. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of our common
stock. There can be no assurance that a more active market for our common stock will develop, or if one should develop, there is no assurance
that it will be sustained. This could severely limit the liquidity of our common stock, and would likely have a material adverse effect
on the market price of our common stock and on our ability to raise additional capital.
The financial and operational projections
that we may make from time to time are subject to inherent risks.
The projections that we provide herein or our
management may provide from time to time (including, but not limited to, those relating to potential peak sales amounts, clinical and
regulatory timelines, production and supply matters, commercial launch dates, and other financial or operational matters) reflect numerous
assumptions made by management, including assumptions with respect to our specific as well as general business, regulatory, economic,
market and financial conditions and other matters, all of which are difficult to predict and many of which are beyond our control. Accordingly,
there is a risk that the assumptions made in preparing the projections, or the projections themselves, will prove inaccurate. There may
be differences between actual and projected results, and actual results may be materially different from than those contained in the projections.
The inclusion of the projections in this prospectus should not be regarded as an indication that we, our management, or their representatives
considered or consider the projections to be a guaranteed prediction of future events, and the projections should not be relied upon as
such.
Our ability to use our net operating loss
carry-forwards and certain other tax attributes may be limited.
Under Section 382 of the Internal Revenue Code
of 1986, as amended, referred to as the Internal Revenue Code, if a corporation undergoes an “ownership change” (generally
defined as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporation’s ability to
use its pre-change net operating loss carry-forwards and other pre- change tax attributes (such as research tax credits) to offset its
post-change income may be limited. We believe that our private placements within a three-year period and other transactions that have
occurred over the past three years, we may have triggered an “ownership change” limitation. We may also experience ownership
changes in the future. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss carry-forwards
to offset U.S. federal taxable income may be subject to limitations, which potentially could result in increased future tax liability
to us.
Investors may face significant restrictions
on the resale of our common stock due to federal regulation of penny stocks.
Our common stock is currently quoted on the OTCQB
under the symbol BTHE. Our common stock is subject to the requirements of Rule 15(g)-9 promulgated under the Securities Exchange Act,
so long as the price of our common stock is below $5.00 per share and our common stock is not listed on a U.S. national securities exchange.
Under such rule, broker- dealers who recommend low-priced securities to persons other than established customers and accredited investors
must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination
for the purchaser and receive the purchaser’s consent prior to the transaction. The Securities Enforcement Remedies and Penny Stock
Reform Act of 1990 also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. The required
penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and
the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers
to sell their securities in the secondary market.
We have not paid any cash dividends in the
past and have no plans to issue cash dividends in the future, which could cause the value of our common stock to have a lower value than
other similar companies which do pay cash dividends.
We have not paid any cash dividends on our common
stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our
dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be
retained to finance our future expansion. As we have no plans to issue cash dividends in the future, our common stock could be less desirable
to other investors and as a result, the value of our common stock may decline, or fail to reach the valuations of other similarly situated
companies who have historically paid cash dividends in the past.
The right of the investors in our recent
convertible debt financings to potentially receive additional shares of our common stock could have a negative impact on our common stock
price and could impair our ability to raise capital.
Pursuant to the terms of our fixed price convertible
note financings with a related party and significant stockholder, we may potentially be required to issue additional shares of common
stock to such investor causing dilution to existing shareholders. Moreover, the existence of these rights could materially impair our
ability to obtain financing, which would have a material adverse effect on our business and viability.
The right of the investors in certain of
our recent convertible debt financings to participate in future financings of ours could impair our ability to raise capital.
Under the note purchase agreements with certain
of the investors in our recent convertible debt financings, in the event that we seek to raise money through the offer and sale of debt
or equity securities under specified circumstances, we must first offer such investors a right to participate in at least a portion of
the securities we propose to offer in such funding. The existence of such right of participation, or the exercise of such rights, may
in the deter potential investors from providing us needed financing, or may deter investment banks from working with, which would have
a material adverse effect on our ability to finance our company.
Our Certificate of Incorporation permits
“blank check” preferred stock, which can be designated by our Board of Directors without stockholder approval.
We have 5,000,000 authorized shares of preferred
stock. The shares of our preferred stock may be issued from time to time in one or more series, each of which shall have a distinctive
designation or title as is determined by our Board of Directors prior to the issuance of any shares thereof. The preferred stock may have
such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof as adopted by the Board of Directors. Because the Board of Directors
is able to designate the powers and preferences of the preferred stock without the vote of a majority of our stockholders, stockholders
will have no control over what designations and preferences our preferred stock will have. If preferred stock is designated and issued,
then depending upon the designation and preferences, the holders of the preferred stock may exercise voting control over us. As a result,
our stockholders will have no control over the designations and preferences of the preferred stock and as a result the operations of our
company.
Our management and five significant stockholders
collectively own a substantial majority of our common stock.
Collectively, our officers, our directors and
five significant stockholders own or exercise voting and investment control of approximately 68.7% of our outstanding common stock on
a fully diluted basis. As a result, investors may be prevented from affecting matters involving our company, including:
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the composition of our Board of Directors and, through it, any determination with respect to our business direction and policies, including the appointment and removal of officers;
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any determinations with respect to mergers or other business combinations;
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our acquisition or disposition of assets; and
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our corporate financing activities.
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Furthermore, this concentration of voting power
could have the effect of delaying, deterring or preventing a change of control or other business combination that might otherwise be beneficial
to our stockholders. This significant concentration of share ownership may also adversely affect the trading price for our common stock
because investors may perceive disadvantages in owning stock in a company that is controlled by a small number of stockholders.
Certain provisions of Delaware law make
it more difficult for a third party to acquire us and make a takeover more difficult to complete, even if such a transaction were in the
stockholders’ interest.
The Delaware General Corporation Law contain provisions
that may have the effect of making it more difficult or delaying attempts by others to obtain control of us, even when these attempts
may be in the best interests of our stockholders. We also are subject to the anti-takeover provisions of the Delaware General Corporation
Law, which prohibit us from engaging in a “business combination” with an “interested stockholder” unless the business
combination is approved in a prescribed manner and prohibit the voting of shares held by persons acquiring certain numbers of shares without
obtaining requisite approval. The statutes have the effect of making it more difficult to effect a change in control of a Delaware company.
If securities or industry analysts do not
publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding
our common stock adversely, the price of our common stock and trading volume could decline.
The trading market for our common stock may be
influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors.
If any of the analysts who may cover us change their recommendation regarding our common stock adversely, or provide more favorable relative
recommendations about our competitors, the price of our common stock would likely decline. If any analyst who may cover us was to cease
coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could
cause the price of our common stock or trading volume to decline.