defa14a
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
Aastrom Biosciences, Inc.
(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
þ No fee required.
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
(1) |
|
Title of each class of securities to which transaction applies: |
|
|
(2) |
|
Aggregate number of securities to which transaction applies: |
|
|
(3) |
|
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which filing fee is calculated and
state how it was determined): |
|
|
(4) |
|
Proposed maximum aggregate value of transaction: |
|
|
(5) |
|
Total fee paid: |
|
|
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11 (a) (2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
its filing. |
|
(1) |
|
Amount previously paid: |
|
|
(2) |
|
Form, Schedule or Registration No.: |
|
|
(3) |
|
Filing Party: |
|
|
(4) |
|
Date Filed: |
September 12, 2008
To Our Shareholders,
It has been a very fast two years since I joined Aastrom, and I am pleased to inform you that our
Company is strategically in the best operational position it has been in for a long time. Many of
you have heard me say that we have a high-class problem on our hands. From the interim data that
we have collected from our various clinical activities, it appears that our Tissue Repair
Cell-based (TRC) products are doing what we intended for a wide range of critically ill patients
who currently have limited or no traditional treatment options. However, while it is exciting to
have multiple clinical trials underway, the cost of executing all of them simultaneously can be
overwhelming for a small cap biotech company, especially when faced with the challenges of the
current global economy and capital markets.
Our Focused Clinical Approach to Success
In May of this year, knowing that the potential to raise adequate capital in the near-term to
support all of our clinical activities was uncertain, we proactively reprioritized our clinical
development programs to focus primarily on cardiovascular applications, including dilated
cardiomyopathy (DCM) and critical limb ischemia (CLI). To this end, we have discontinued further
patient enrollment into our U.S. Phase III ON-CORE clinical trial for osteonecrosis of the femoral
head, though we will continue to follow the patients currently enrolled for the full 24-month
follow-up period. We do not anticipate initiating new clinical activity in the bone area,
reactivating patient enrollment in the Phase III ON-CORE trial or initiating formal clinical trials
in the neural area without additional financial resources. While the decision to reprioritize was
driven by economic factors, the clinical programs were prioritized based on their anticipated time
to market, degree of unmet medical need and the relative market potential for each indication. In
addition to reprioritizing our development and clinical programs, we also made reductions in our
staff and reduced our overhead expenses, thus, reducing our monthly cash burn to better preserve
our existing cash resources.
With our focus clearly directed at cardiovascular applications, we were very pleased to announce in
June 2008 that we received authorization from the U.S. Food & Drug Administration (FDA) to initiate
our U.S. Phase II dilated cardiomyopathy clinical trial, which we have named the IMPACT-DCM trial.
The patients we plan to treat with our Cardiac Repair Cells (CRCs) are suffering from DCM, a type
of severe chronic heart failure. Currently, heart transplant is the only long-term solution for
these end-stage DCM patients; however, heart transplants are limited by the number of donors, are
typically only offered to younger patients and require life-long medications with potential severe
side effects. The hope we have for these patients is to halt or reverse the cardiac
disease progression with our CRCs, to increase life expectancy and to improve their quality of
life.
The potential to save lives or significantly improve the quality of life in this targeted patient
population was an important factor in our decision to focus primarily on cardiovascular
indications. Not only will we be treating patients who have a very high mortality rate if they do
not receive one of the few heart transplants that are available, but we expect that we will also be
able to assess treatment effects in the cardiac indication in a much shorter follow-up time period
than other regenerative applications due to sophisticated imaging technologies, such as magnetic
resonance imaging (MRI) and cardiac computed tomography (CT).
Strengthening Good Corporate Governance Practices
Over the last 12 months, your Board of Directors has assessed the corporate governance practices of
Aastrom. After our review and a comprehensive external benchmarking process, the Board is
proposing two important corporate governance matters for your consideration at the upcoming Annual
Meeting of Shareholders, which are: 1) the elimination of the classification of the Board in the
Bylaws, which, if passed, will result in the annual election of the entire Board of Directors and
2) the elimination of the supermajority voting provisions in Aastroms Restated Articles of
Incorporation. Both of these matters are considered important to improve our corporate governance
and are strongly recommended by a number of organizations that monitor corporate governance. Our
Annual Meeting of Shareholders Proxy Statement contains additional information about the Boards
recommendations regarding these good corporate governance practices.
The Future
We believe that Aastrom is fundamentally well-positioned for future commercial success. We have
laid a foundation for building value that will make a difference and we are working on our plans
by:
|
|
|
Creating a new class of therapeutic products |
|
|
|
|
Strengthening our relationship with regulatory agencies, such as the FDA, and |
|
|
|
|
Building key collaborations with physicians, research institutions and insurers. |
Our Company is energized by our focus on cardiovascular applications. Regardless of the fact that
fiscal year 2008 was a challenging year for small cap biotechnology companies including Aastrom, we
are forging ahead and turning these challenges into an opportunity to focus and to continue to make
forward progress in our cardiovascular clinical trials.
As I have said before, moving biologic product candidates through the regulatory and clinical
pathways is a complex process. It takes years, it takes significant investment and we believe it
is worth it. We hope and expect that our therapies will change the lives of patients suffering
from severe diseases who currently have limited medical options. Though significant clinical
milestones are not achieved on a daily basis, we look forward to announcing material clinical
events during fiscal year 2009.
We thank you for your continued interest and support.
Sincerely,
George W. Dunbar
President and Chief Executive Officer
This letter contains forward-looking statements, including without limitation, statements
concerning clinical trial plans and expectations, clinical activity timing, intended product
development and commercialization objectives, adequacy of existing capital to support operations
for a specified time, future capital needs, and potential advantages and application of Tissue
Repair Cell (TRC) technology, all of which involve certain risks and uncertainties. These
statements are often, but are not always, made through the use of words or phrases such as
anticipates, intends, estimates, plans, expects, we believe, we intend, and similar
words or phrases, or future or conditional verbs such as will, would, should, potential,
could, may, or similar expressions. Actual results may differ significantly from the
expectations contained in the forward-looking statements. Among the factors that may result in
differences are the inherent uncertainties associated with clinical trial and product development
activities, regulatory approval requirements, competitive developments, and the availability of
resources and the allocation of resources among different potential uses. These and other
significant factors are discussed in greater detail in Aastroms Annual Report on Form 10-K and
other filings with the Securities and Exchange Commission.