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Invest Now offering memorandum Investor pitch deck
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Invest Now Investor pitch deck
CONTACT-US
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THE STARPAX INVESTOR DECK
FINANCIAL MODEL
Construction, over of a period of 7 years, of 25 Starpax Cancer Centers on a
market potential of 580 in the USA after FDA approval.
Starpax Cancer Centers (SCC)
ONE STARPAX CANCER CENTER = 10 PolarTraks + 2 MRI + 1 CT Scan + Building +
Equipment + Starpax Medical Staff
10 STARPAX POLARTRAK®
2 MRI
1 CT SCANNER
after FDA Approvalyear 1 2 3 4 5 6 7 Cares centers in construction 1 2 4 8 10 12
12 Care centers in start-up (50% occupied) 0 1 2 4 8 10 12 Care centers in full
operation 0 0 1 3 7 15 25
Forecast financial performance
25 Starpax Cancer Centers in operation, on a market potential of 580 in the
USA.
EBITDA of $348 Million USD in Year 2 and $12 Billion in Year 7.
* These financial projections are based on assumptions that could be subject to
revisions in the future and actual results may materially differ
CAPITALIZATION TABLE
Shareholder #shares % of Total IPAX 2 53 750 860 71.19% University (patents) 7
500 000 9.93% Institutional 833 335 1.10% Accredited Investors 13 415 805 17.77%
Total 75 500 000
Notes :
(1) Ipax 2 llp owns 71.19% of all Common Shares outstanding. Ipax 2 llp
is owned
92.5% by MG Trust. Michael Gareau, founding-president, is a beneficiary of MG
Trust. Michael Gareau is therefore the beneficial owner of 65.9% of the
Company.
Executive VP and COO is a beneficiary of a trust that owns 1.1% of Ipax
2 llp.
(2) CFO was granted 150,000 stock options. BoD was granted 630,000 stock options
THE STARPAX TIMELINE
Commissioning of 3 new proprietary laboratories for biopharma development and
quality control in parallel
Spring 2021
PolarTrak® installed at the Jewish General Hospital (Montreal)
Summer 2022
Completed GLP preclinical studies on animals
Fall 2022
End of construction of GMP Magnetodrones™ manufacturing plant
Fall 2023
Commissioning of the manufacturing plant and certification processes
Spring 2024
Begin clinical trials at the Jewish General Hospital for 6 cancer indications
Fall 2024
Expected completion of Phase II trial for commercial approval as Unmet Medical
Need for first indication *Prospective, timing may vary
Summer 2025
A MAJOR CRITICAL PROBLEM TO BEAT CANCER
90%
OF THE VOLUME OF THE TUMOR RECEIVES LITTLE OR NO DRUG AT ALL
Source: Soltani & Chen (2012)
The Starpax Technology is Conceived to Distribute the Drug Throughout the Volume
of the Tumor
This problem has persisted for more than a century
With systemic administration (injection in the blood system), anticancer drugs
travel in the blood vessels, and their distribution throughout the volume of the
tumor is restricted by the formation of hypoxic zones that result in the
creation of chaotic, malfunctioning, or collapsed blood and lymphatic vessels
and augment metastasis, which altogether further induces therapy resistance.
Think of an Amazon delivery truck arriving in a city hit by a magnitude 10
earthquake on a Richter scale. Roads and bridges are inaccessible, broken, or
destroyed. No road means no delivery throughout the city. This is what happens
to the delivery of drugs in a tumor.
solving such a problem takes more than a drug
Starpax is not an ordinary pharma. It has conceived a unique, groundbreaking
technology harnessing the power of four different scientific disciplines:
* Microbiology
* Electromagnetic Engineering
* Biochemistry
* Artificial Intelligence
To address this critical problem that is insurmountable by relying on drugs or
immunotherapy alone, we have created the Starpax Magnetodrones™ and the Starpax
PolarTrak®, two patented components that must work with one another and
conceived to solve what chemotherapy or immunotherapy have not solved for a
century.
OUR RESULTS
(preclinical studies analyzed by independent laboratories)
PRECLINICAL STUDIES ON HUMAN TUMORS GROWN IN ANIMALS
TESTED ON HCT 116 TUMOR (one of the most aggressive human tumors)
100%
remission rate*
0
meaningful side effects observed*
50x
more drugs in the tumor**
800x
fewer toxic molecules in the body**
(*) Based on Preclinical Studies
(**) Dose calculation according to clinical trials protocol to be used, compared
to traditional chemotherapy
The Starpax Technology is not yet approved for commercial use. Clinical trials
on humans are planned to begin in 2024.
STARPAX TECHNOLOGY
The Artificial intelligence driven
PolarTrak
The Starpax PolarTrak® is a unique patented device designed to generate a
magnetic sphere around the tumor to keep the Magnetodrones™ captive in the
tumor. It produces virtual monopole magnetic field vectors that control the
trajectory of the Magnetodrones in three dimensions with millimetric precision.
The PolarTrak is controlled by artificial intelligence that defines, from MRI
imaging data, the exact shape and volume of the tumor in order to force the
Magnetodrones to spread throughout the whole volume of the tumor while releasing
the drug along their path.
Magnetic fields produced by the PolarTrak are safe for humans, as they are 2,000
times less powerful than those of an MRI.
Self Propelled Non-Pathogenic Bacteria
Magnetodrones
Magnetodrones consist of unique proprietary self-propelled non-pathogenic
bacteria (Bn1-S™) that are sensitive to magnetic fields and transport the drug
attached to their surface. They can swim within interstitial spaces between
tumor tissues without the need for blood vessels.
Magnetodrones are also aerotactic, meaning they naturally accumulate in the “low
oxygen” hypoxic zones containing stem cells due to the level of oxygen in the
hypoxic zones being the same as in their culture medium. They bring an
anticancer molecule proven to work in hypoxic areas, where stem cells don’t
split.
They are injected directly into the tumor, do not proliferate in the human body,
and die within 60 minutes.
SUMMARY OF SIGNIFICANT ADVANTAGES
GROUNDBREAKING TECHNOLOGY WITH LIFE-CHANGING RESULTS
100%
remission rate in preclinical studies
800X
fewer toxic molecules in the body than traditional chemotherapy*
(*) Dose calculation according to clinical trials protocol to be used, compared
to traditional chemotherapy
3
therapeutic benefits in one treatment
* Localized chemo inside the tumor to avoid side effects and kill cancer cells
in the tumor
* Hypoxic zones penetration & therapy attacking stem cells in hypoxic zones
* Immunotherapy throughout the patient’s body, without having any drug
circulating in the rest of the patient’s body.
50X
more drug in the tumor. Making it more effective than traditional chemotherapy
while avoiding drug circulation in the bloodstream.*
(*) Dose calculation according to clinical trials protocol to be used, compared
to traditional chemotherapy
Fighting cancer stem cells in hypoxic zones. Low-oxygen areas in which
chemotherapy, radiation therapy, and immunotherapy have been proven ineffective.
Reducing the risk of toxicity and efficacy failure in clinical trials. By using
anticancer molecules already in use in FDA-approved anticancer treatment for
over 20 years in humans.
10
-minute injection directly into the tumor. Administered in an outpatient
setting.
BOARD OF DIRECTORS
Michael GAREAU
Founding President and
Chairman
John HELOU
Retired President
PFIZER Canada
Lisa MATAR
Retired President
ELI LILLY Canada
André MONETTE
Retired President
JOHNSON & JOHNSON France
Dr. Jacques JOLIVET, M.D.
Oncologist
George V Silver Jubilee Award in Oncology
Pierre DOZOIS
Business Lawyer
Found Partner BCF LAW FIRM
Berthe LATREILLE
Retired COO
JP MORGAN EMEA
United Kingdom
THREE THERAPEUTIC BENEFITS IN ONE TREATMENT
LOCALIZED CHEMOTHERAPY INSIDE THE TUMOR*
The Magnetodrones™ are trapped inside the tumor with the drug attached to their
surface.
The Magnetodrones™ cannot infiltrate the blood system because their size is
bigger than the holes in capillaries.
Therefore, the Magnetodrones™ are restricted from exiting the tumor and
circulating in the patient’s body to cause damage to organs or other side
effects.
HYPOXIC ZONES
PENETRATION & THERAPY*
Hypoxic zones in a tumor are areas where oxygen is virtually absent. Hypoxic
zones are where stem cells are located; they are a primary driver of metastatic
spread.
When the Magnetodrones™ pass by a hypoxic zone, they stop “swimming” and
accumulate inside the hypoxic zone due to the level of oxygen within the hypoxic
zone being the same as in their culture medium. They release a specific drug
proven to work in hypoxic areas where stem cells are located.
For decades, several studies have demonstrated that chemotherapy, radiotherapy,
or immunotherapy are barely effective in hypoxic zones.
IMMUNOTHERAPY*
A preclinical studiy has demonstrated that introducing the living Starpax
Magnetodrones™ alone into a tumor, without transporting the drug, triggers the
immune cells, and a substantial regression of the tumor was observed.
The Starpax treatment may cause a systemic immune response generating immune
cells that could attack floating cancer cells in the rest of the patient’s body
and remote metastases, without any Magnetodrones™ or anti-cancer drug
circulating in the body.
*See disclosure page. The Starpax Technology is not yet approved for commercial
use. Clinical trials on humans are planned to begin in 2024.
FAQ
Regulation A+
Q: WHAT IS A REGULATION A+?
A: Reg A+ is a SEC regulation that allows a company to use crowdfunding to raise
capital. As of March 15, 2021, Reg A+ rules allow companies to raise up to $75
million in a 12-month period.
(https://www.bartonesq.com/news-article/reg-a-offerings-faqs/#what-is-a-reg-a-offering)
Q: WHO CAN INVEST IN STARPAX BIOPHARMA INC. UNDER THE REGULATION A+ OFFERING?
A: Only US resident or citizen accredited, and non-accredited investors are
allowed to invest in Starpax Biopharma Inc. under the Regulation A+ offering.
Q: WHERE WILL BE MY SHARES?
A: Using a similar procedure of investing at a stock exchange, your shares can
be viewed under your name and personnal account that will be set up by the
registrar and transfer agent KoreConX that is fully compliant with SEC
regulations. Electronic certificate of your shares will be registered on the
All-in-One electronic registrar platform KoreConX.
Q: WILL I RECEIVED A SHARE CERTIFICATE?
A: There will be no physical share certificates. All electronic share
certificates are registered under the name of the investor and can be accessed
in the investor personal account on the All-In-One Platform KoreConX.
Q: CAN I RESELL MY SHARES?
A: Yes, you can make over-the-counter transfers using the All-In-One Platform
KoreConX.
Q: WILL STARPAX SHARES BE ON A PUBLIC EXCHANGE?
A: Starpax intends to list on NASDAQ and/or TSX in a near future depending on
market conditions. For the moment, the Company Shares are not currently listed
on any exchange. However, the Shares will be transferable, in accordance with
Federal and state securities laws, and Canadian laws. Investors are urged to
consult their own legal advisors with respect to secondary trading of the
Shares.
Q: STARPAX HAS TO COMPLY TO WHICH SECURITIES LAWS?
A: An offering statement has been filed with the Securities and Exchange
Commission (the “SEC”). Please refer to the Offering Statement :
https://www.sec.gov/Archives/edgar/data/1960682/000196068223000003/partiiandiii.htm
Q : IS THERE A DEADLINE TO INVEST?
A:. The offering is live for a period of 12 months commencing on September 11,
2023 but Starpax reserves its right to terminate the process at any time.
Q : IS THERE ANY COST TO INVESTING?
A: Broker-dealer fees and commissions are paid by the issuer. The investor may
have to pay for its customary bank fees, as well as its own advisory fees if
required.
Q : WHY DO YOU REQUIRE MY SOCIAL SECURITY NUMBER TO INVEST?
A : We understand your concern regarding the security of your Social Security
Number (“SSN”). This information is required by the SEC and FINRA to comply with
the KYC (“Know-Your-Client”) and the AML (“Anti-Money Laundering”) rules. This
information is validated by and made available only to the registered
broker-dealer.
Starpax Technology
Q: CAN BN1-S BACTERIA TRANSPORT OTHER TYPES OF DRUGS?
A: Magnetodrones are envisioned to carry a wide array of drugs, including
anti-cancer medications and various other drug categories. The development of a
specific liposome for each drug will be necessary. Potentially, Bn1-S could
serve as a carrier for diverse therapeutics, encompassing immune checkpoint
inhibitors, contrast agents, antibiotics, and more. (For additional information:
https://starpaxbiopharma.com/pipeline/)
Q: WILL MAGNETODRONES TRANSPORTING OTHER DRUGS REQUIRE INDIVIDUAL FDA APPROVALS?
A: It is anticipated that a distinct approval will be mandated for every novel
pairing of a therapeutic agent with the Magnetodrones. This adheres to the
standard FDA requirement, where each new formulation or combination necessitates
specific approval within the realm of medical technologies.
Q: BEYOND THE INITIAL SIX TYPES OF CANCERS, WHICH OTHER CANCER TYPES ARE BEING
CONSIDERED?
A: Starpax Therapy is designed to address solid tumors that represent 90% of
cancer and 89% of deaths. In this context, Starpax aspires to extend the
application of its technology to encompass all potential indications.. We
envision a promising future for Starpax’s innovative modality, viewing it as a
transformative industry breakthrough with significant positive societal impacts.
Q: CAN THE TECHNOLOGY BE APPLIED TO CHILDREN?
A: In technical terms, yes, it is feasible. However, as is customary with many
medical technologies, the technology initially requires approval for use in
adults. After obtaining approval for adult use, Starpax intends to proceed with
further clinical development to seek approval for application in children.
Q: IS IT POSSIBLE TO TREAT BRAIN CANCERS?
A: Indeed, the Starpax Platform is designed with the potential to address
cranial and brain cancers. However, this necessitates further interventional
assessments and development to confirm the appropriate procedures. Starpax is
committed to commencing this work after the beginning of the forthcoming
clinical trials.
Q: CAN STARPAX TECHNOLOGY BECOME A FIRST-LINE TREATMENT?
A: In stark contrast to the majority of new cancer treatments in development
that may never attain first-line status, Starpax firmly believes that its
technology possesses the attributes necessary to become a first-line treatment.
This conviction is rooted in several key factors:
1. Starpax technology is designed to circumvent the toxicity associated with
systemic treatments by containing the drug within the tumor with the
magnetic vectors of the PolarTrak.
2. It offers a non-invasive approach: simple intratumoral 10-minute injection
of the Magnetodrones being done in an outpatient facility.
3. The potential exists for preserving tissue and organ functions, mitigating
risks associated with radiation therapy and surgical interventions.
4. Starpax is anticipated to provide superior efficacy by delivering the drug
throughout the tumor volume at significantly higher doses than systemic
treatments.
5. It specifically targets the often hard-to-reach hypoxic zones, which are
responsible for metastasis and recurrence.
6. Additionally, it acts as an immune trigger, further enhancing its
therapeutic potential.
(For additional information:
https://starpaxbiopharma.com/technology/#technology_sec_2)
Q: CAN I VOLUNTEER FOR THE CLINICAL TRIALS?
A: Patient recruitment for the clinical trials can only commence once
authorization is granted by regulatory authorities. Unfortunately, we are not
allowed to maintain a waiting list, confirm trials exact commencement date, or
provide information on patient eligibility criteria at this time. We recommend
consulting with your oncologist to explore currently available treatment options
and ongoing clinical studies that are actively enrolling patients. You can
access a specialized website for this purpose at
https://clinicaltrials.gov/ct2/home. Each clinical study has distinct inclusion
criteria, so it is essential to have a discussion with your oncologist to
determine whether a specific study might be a suitable option for you. As for
Starpax, announcements and communications will be disseminated to the oncologist
community in the future. In the meantime, it is crucial not to delay consulting
with your oncologist regarding your treatment options.
HUMAN TRIALS PLANNED
IN 2024
Invest now in Starpax
offering memorandum
6615 Abrams Street
St-Laurent, Quebec
H4S 1X9, Canada
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