FY2020 Q2 Financial Results

Company

HEALIOS K.K. (TSE 4593)

Date

August 6, 2020

  1. Strategy/Updates
  2. HLCM051 Stroke
  3. HLCM051 ARDS
  4. iPSC Platform
  5. HLCN061Immuno-oncology(NK Cells)
  6. HLCR011 AMD
  7. HLCL041 Liver Organ Bud Platform
  8. Financial Highlights
  9. Appendix

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1

Hybrid strategy

Generate near term profits in stroke and ARDS indications;

Reinvest profits in our innovative IPSC platform to create next generation therapies for the global market; Engage deeply with regenerative medicine innovation around the world through our venture fund activities.

MultiStem

iPSC Platform

Japan

Global

New Products

Global

STROKE

ARDS

iPSC

X

Gene Editing

Immuno-oncology

Ophthalmology

Organ buds

(Somatic stem cell product

iPSC

obtained from

Reinvest

Manufacturing

x

Reinvest

Immuno

adult bone marrow)

Oncology

Venture Capital Fund

© HEALIOS K.K. All rights reserved.

2

Update

Pipeline

Development

Pre-

Apply-

On

Progress status

Market

Field

Indication

clinical

Clinical trial

Code

approve

Market

test

Somatic Stem Cell

Ischemic

Enrollment of patients will be completed

Stroke

in Q4 FY2020

Regenerative

HLCM051

Enrollment of patients will be completed

Medicine

ARDS

in Q4 FY2020

Japan

HLCR011

Wet AMD

Undergoing preparation for clinical trial

Joint development with Sumitomo Dainippon Pharma

iPSC Regenerative

HLCL041

Metabolic Liver

Joint research with Yokohama City University

Medicine

Disease

NK cell

HLCN061

Solid Tumors

Research and development of genetically modified NK

(*3)

cells(*1)

Joint research with the National Cancer

Center Japan

Development

Pre-

Phase 1

Phase 2

Phase 3

Apply-

On

Progress status

Market

Field

Indication

Clinical

code

trial

trial

trial

approve

Market

test

US

HLCR012

Dry AMD

EU

iPSC

Regenerative

US

Medicine

HLCN061

Solid Tumors

Research and development of genetically

modified NK cells(*1)

*1) NK CellsNatural Killer Cells

© HEALIOS K.K. All rights reserved.

3

New

HLCN061: Started joint research with the National Cancer Center Japan

The National Cancer

Center Japan

Research utilizing PDXPatient-Derived Xenograft

Investigate the expression of several molecules recognized by HLCN061

Clarify the characteristics of solid cancers to which HLCN061 exerts antitumor effects

Based on the results of these studies

PDX models *1 will be used to consider what solid cancers we should target with our therapy.

Gene edited

NK cells

PDX

*1 PDX models

Transplant human patient cancer tissue into immunodeficient mice Dramatically improves the predictability of clinical response

© HEALIOS K.K. All rights reserved.

4

HLCM051 Stroke

iPSC

Manufacturing

x

Platform

STROKE

Gene editing

iPSC-RPE

ARDS

iPSC

iPSC-NK

iPSC-LIVER

x

Immuno

-Oncology

© HEALIOS K.K. All rights reserved.

5

Update

HLCM051 Stroke: TREASURE Study Ongoing

Ongoing Placebo-Controlled, Double -Blind, Phase 2/3 Efficacy and Safety Trial of HLCM051

(MultiStem®) in Patients With Ischemic Stroke

Development Plan

The pandemic of COVID-19 affected on our clinical trial

Q4 FY2020

November 2017Last patient will be enrolled

First patient enrolled

Progress in patient enrollment

Preparation

Apply

Approval

/Sales

Overview of TREASURE study

Trial

Placebo-Controlled,Double-Blind,

Phase 2/3 Efficacy and Safety Trial

of HLCM051 (MultiStem®) in

Patients With Ischemic Stroke

TREASURE study

Subjects

Ischemic stroke within 18 to 36

hours

Conditions

Placebo-Controlled,Double-Blind

Enrollment

220 (HLCM051 [n=110], placebo

[n=110], randomized)

Primary

Proportion of subjects with an

Endpoints

excellent outcome defined by

functional assessments

[ Time Frame: Day 90 ]

The approval period may be shortened from 12 months to 6 months by the SAKIGAKE

Designation System

  • "Excellent Outcome" is defined as achieving mRS1, NIHSS 1, and BI 95. mRS, NIHSS, and BI are the three major indices of functional assessment for stroke patients.

© HEALIOS K.K. All rights reserved.

6

Results of Double-blind Study Conducted by Athersys

The proportion of patients who achieved Excellent Outcome was statistically significant

in the group of patients who received MultiStem within 36 hours of the onset of cerebral infarction

Analysis of the Double-blind study conducted by Athersys

29.0%

MultiStem

Overview of the Analysis

The placebo-controlleddouble-blind

Trial

Phase 2 study conducted by Athersys

in the US and the UK

MASTERS study)

16.1%

(n=31)

p=0.01

Subjects

Administered MultiStem or Placebo

within 36 hours of the onset of stroke

Endpoint

Proportion of subjects with an Excellent

Outcome on Day 90 and Day 365

p=0.02

Placebo

0%

(n=19)

0%

Day 90

Day 365

(Source) This material was based on Lancet Neurol. 2017 May;16(5):360-368; 16 360-68 Supplementary appendix Table 5

*is defined as mRS score of 1 (scale, 0 to 6), NIHSS score of 1 (scale, 0 to 42), and BI score of 95 (scale, 0 to 100).

© HEALIOS K.K. All rights reserved.

7

HLCM051 Stroke: Outline of Ischemic Stroke in Japan

Expected development of a new therapy that can be applied in a longer treatment window period following the onset of ischemic stroke (ability to help more patients)

Treatment in Accordance with the Period After Onset

Ischemic Stroke

Ischemic stroke,

Period after onset

which represents the

most common form of

10h

20h

30h

40h

stroke (70 - 75 of

cases in Japan), is

Clot-dissolving agent*1

caused by a blockage

There is a time limit

of blood flow in the

because of the risk of

brain that cuts off the

Mechanical reperfusion

cerebral hemorrhage

supply of oxygen and

*2

nutrients, resulting in

SourceAthersys

tissue loss.

HLCM051

Possibility as a

It is estimated that 37.9 of bedridden

new alternative

patients and 21.7 of persons who

1 Dissolves blood clots in the brain vessels

were in need of care were affected by

2 Insertion of the catheter into a blood vessel and recovery of the thrombus directly with a wire.

ischemic stroke.

(Note) This material was prepared to explicitly describe the major therapeutic options for ischemic stroke and their treatment window periods after onset. Appropriate treatments are conducted according to patients' conditions and classification of their symptoms. Experimental or investigational treatments not included in the above are also performed.

© HEALIOS K.K. All rights reserved.

8

HLCM051 Stroke: Annual number of New Patients with Ischemic Stroke in Japan

The number of patients in Japan targeted for HLCM051 is estimated to be 62,000 a year

Number of patients (yearly)

230,000 330,000

Severe patients

130,000

Patients within 36H after onset

62,000

Number of patients with ischemic stroke in Japan (yearly)

Severe patients

atherothrombotic and cardiogenic cerebral infarction)

Patients within 36 hour after onset

(Source) Healios estimated the annual number of new patients with ischemic stroke in Japan according to materials issued by the Fire and Disaster Management Agency, the Ministry of Internal Affairs and Communication, and the Ministry of Health, Labour and Welfare - DATAMONITOR epidemiological estimates also shown as upper end of range.

(Source) Healios estimated the percentage of patients who reach the hospital within 36 hours after onset at 47% according to the results of its market research.

© HEALIOS K.K. All rights reserved.

9

HLCM051 Stroke: Mechanism of HLCM051 Treatment

With HLCM051

Stroke-induced

neuronal damage

Primary Damage

Without

HLCM051

SourceThis figure was based on Stroke. 2018 May;49(5):1058-1065.Fig.2

HLCM051

-suppress the mobilization/ release of inflammatory cells (lymphocytes, cytokines) -activate the mobilization/ release of anti- inflammatory cells

Activate mobilization / release of inflammatory cells (lymphocytes, cytokines) in the spleen

Attenuate neuronal damage in the acute phase of stroke caused by inflammatory cells

Secondary Damage

mitigation

Neuronal damage exacerbated by inflammatory chemokines/cytokines Inflammatory cells are released from the spleen and exacerbate the neuronal damage of the ischemic site.

Secondary Damage

© HEALIOS K.K. All rights reserved.

10

HLCM051 ARDS

iPSC

Manufacturing

x

Platform

STROKE

Gene editing

iPSC-RPE

ARDS

iPSC

iPSC-NK

iPSC-LIVER

x

Immuno

- Oncology

© HEALIOS K.K. All rights reserved.

11

Update

HLCM051 ARDS: ONE-BRIDGE Study Ongoing

Ongoing Phase 2 trial for patients with pneumonia induced ARDS in Japan (ONE -BRIDGE study) The first COVID -19 patient was enrolled in July 2020

Development Plan

Q4 FY2020

Last patient will be enrolled

April 2019

申請

First patient enrolled

準備

Progress in patient enrollment

Preparation

Apply

Approval

/Sales

Overview of ONE-BRIDGE study

Clinical Trial

Efficacy and Safety Study of

HLCM051 (MultiStem®)

For Pneumonic Acute Respiratory

Distress Syndrome (ONE-BRIDGE)

Subjects

Patients with pneumonia induced

ARDS

Conditions

Open label, Standard therapy-

controlled

Enrollment

30 (HLCM051: 20, Standard

therapy: 10Randomized

Primary

The number of days out of 28 in

Endpoint

which a ventilator was not used for

the patient (i.e. ventilator free days)

HLCM051 has been designated as an orphan regenerative medicine product for use in the treatment of ARDS.

© HEALIOS K.K. All rights reserved.

12

Update

HLCM051 ARDS: New Cohort for COVID-19 Induced ARDS Patients

The new group of patients with COVID -19 pneumonia (Cohort 2) is separated from the ongoing treatment group (Cohort 1). The addition of this COVID -19 cohort should not effect the progress of the originally planned clinical trial.

ARDS trial cohorts

ARDS

negative

COVID-19

Patients

Test

positive

Cohort 1

(the ongoing clinical trial since April 2019)

HLCM051

20

Random 2

:

1 Standard therapy

10

Cohort 2

(The first patient was enrolled in July 2020)

Administration

of HLCM051

Entry of approximately five subjects is planned in Cohort 2

Overview of the ARDS trial (on April 13, 2020)

Subjects

Patients with pneumonia

Patients with pneumonia-

induced ARDS

induced ARDS caused by

COVID-19

Enrolment

30

Approximately 5

(HLCM051: 20, Standard

(HLCM051: 5)

therapy: 10)

Objective

Efficacy and safety evaluation

Safety evaluation

The Cohort 2 is conducted at more than 15 of the more than 25 facilities in the ONE-BRIDGE trial.

© HEALIOS K.K. All rights reserved.

13

HLCM051 ARDS: About Acute Respiratory Distress Syndrome (ARDS)

There is demand for new treatments for ARDS that will lead to improvements in patients' symptoms

and prognosis

About ARDS

Acute Respiratory Distress Syndrome (ARDS) is a

general term for the symptoms of acute respiratory

failure suddenly occurring in all seriously ill patients. The major causes are severe pneumonia, septicemia, trauma etc.

Inflammatory cells are activated in response to these diseases or injuries, causing damage to the tissue of the lungs. As a result, water accumulates in the lungs, leading to acute respiratory failure.

SourceAthersys

Typically, ARDS is said to occur within 24 to 48 hours of the onset of the illness

or injury that caused it. The mortality rate is approximately 30 to 58%*.

* ARDS treatment guideline 2016)

Current Treatment

Artificial respiration using an endotracheal tube or mask is used to treat for respiratory failure in an intensive care unit (ICU).

However, it is known that prolonged use of a ventilator worsens a patient's prognosis.

At present, there are no therapeutic drugs that can make a direct improvement to a patient's vital prognosis when ARDS develops. There is demand for new treatments for ARDS that will lead to improvements in patients' symptoms and prognosis.

© HEALIOS K.K. All rights reserved.

14

HLCM051 ARDS: Number of ARDS Patients

Number of ARDS patients in Japan estimated approximately 7,00012,000 per year

Approximately 1/3 of ARDS cases caused by pneumonia

Epidemiological data

Underlying diseases of ARDS

The estimated

Epidemiological data

Incidence rate

number of ARDS patients in

Japan*1

Epidemiology, Patterns of Care, and

0.42 cases per ICU bed

Mortality for Patients With Acute

10.4% of ICU admissions

Respiratory Distress Syndrome in

11,937

23.4% of patients

Intensive Care Units in 50 Countries.

requiring mechanical

SourceJAMA.2016; 315(8): 788-800

ventilation

Epidemiology of Acute Lung Injury

(ALI) / Acute Respiratory Distress

6.1 per

7,320

Syndrome (ARDS) in Chiba Prefecture

100,000 persons

SourceJournal of Japanese Association for Acute

Medicine 2007; 18(6): 219-228

Approximately one-third of ARDS cases are caused by pneumonia. Seasonal infections may progress from

pneumonia to ARDS. Some data indicate that approximately 71%*2 of avian-origin influenza A (H7N9) infections

result in ARDS.

1SourceThe number of ARDS patients in Japan is estimated by Healios based on the incidence rate of epidemiological data and the total demographical population in Japan.

SourceRespiratory Investigation; 55(4): 257-263

2 SourceGao HN. et al., N Engl J Med. 2013 Jun 13;368(24):2277-85.

© HEALIOS K.K. All rights reserved.

15

HLCM051 ARDS: Relationship between COVID-19 and ARDS

  • In 2019, an outbreak of SARS -CoV-2 was first identified near Wuhan City, China, followed by a COVID -19 pandemic.
  • According to the data published on the initial group of cases of the new coronavirus (COVID -19) in Wuhan, 31 to 41.8% of hospitalized patients developed ARDS and ARDS complications were confirmed in
    54 to 93% of fatal cases12, indicating that ARDS is a major cause of mortality in COVID -19 patients.

(Note) As the above two reports studied the initial group of patients, the incidence rate and mortality of ARDS patients is expected to fluctuate depending on the current situation in each country.

  • Athersys, Inc., our partner company based in the United States, has initiated a Phase II/III clinical trial evaluating MultiStem for COVID -19 induced ARDS. On May 5 (local time), the first patient was enrolled in this trial.

Electron micrograph of SARS -CoV-2

(Sou r c e) Th e N ational Institute of Infectious disease

  • In China, several clinical trials using mesenchymal stem cells in patients with COVID -19 are in progress.
  • S o u r c e*1 Zhou F, et al . L ancet . 2020 Mar 11 . pii: S0140 - 6736( 20) 3 05 6 6 - 3
  • Sour c e*2 Wu C , et al . JAMA Inter n Med . 2020 Mar 13 . doi: 10 . 1001

© HEALIOS K.K. All rights reserved.

16

HLCM051 ARDS: Pathological Process and HLCM051 Expected Mechanism of Action

Following intravenous administration after ARDS, HLCM051 accumulates in the lungs and controls excessive inflammation, protects damaged tissue and promotes restoration.

Inflammatory cells are released

Inflammatory cells attack

HLCM051 Administered

Lung function improves

the lungs

-Underlying disease (pneumonia, etc.) -Injury (Traffic accident, etc.)

  • Suppresses excessive inflammation in the lungs.
  • Protects damaged tissue and facilitates healing.

When the tissue is damaged, inflammatory cells are released in large quantities.

The inflammatory cells attack the lungs. As a result, hypoxia develops and the patient falls into severe respiratory failure.

HLCM051 accumulates in the lungs as a result of intravenous administration.

We can anticipate earlier ventilator removal and a lower mortality rate.

© HEALIOS K.K. All rights reserved.

17

Results of Double-blind Study Conducted by Athersys

Based on one -yearfollow-up summary results, an evaluation of quality -of-life suggests further potential benefits from MultiStem treatment including faster rehabilitation.

No serious adverse events were observed.

Analysis of the Double-blind study conducted by Athersys

MultiStem

Placebo

Mortality

25%

40%

Ventilator- free (VF) days

12.9 days

9.2 days

Intensive Care Unit (ICU) free days

10.3 days

8.1 days

Post-hoc Analysis of patients in severe condition and pneumonia-induced ARDS

MultiStem

Placebo

Mortality

20%

50%

Ventilator- free (VF) days

14.8 days

7.5 days

Intensive Care Unit (ICU) free days

12.0 days

5.0 days

In the above analysis based on data obtained 90 days after administration, the mortality rate and the number of ventilator-free days (VFD) within a 28-daypost-administration period et al. tended to improve in the MultiStem group compared with the placebo group. The results of the 1-yearfollow-up after administration showed a similar trend.

Overview of the Analysis

Clinical trial

Exploratory clinical trial Phase 1/2)

conducted by Athersys in US and UK

MUST-ARDS study)

Subjects

ARDS patients administered MultiStem

or Placebo intravenously In Phase 2

trial, MultiStem 20, Placebo 10)

Endpoints

- Mortality

- Ventilator Free days

(The number of the days out of 28 in

which a ventilator was not used for

the patient)

- ICU Free Days

The number of the days out of 28 in

which the patient was out of Intensive

Care Unit

SourceAthersys

© HEALIOS K.K. All rights reserved.

18

iPSC Platform

iPSC

Manufacturing

x

Platform

STROKE

Gene editing

iPSC-RPE

ARDS

iPSC

iPSC-NK

iPSC-LIVER

x

Immuno

-Oncology

© HEALIOS K.K. All rights reserved.

19

Update

iPSC Platform

Proprietary gene-edited iPSC platform: "Universal Donor Cells"

Current iPS Cell Line

Patient

Anonymous

Immune

donor

response

Existing

Allogeneic

Requires additional

hiPS cell line

hiPS cells

immunosuppressive drug

Heavy patient burden

Short efficacy duration

Patient

Reduce

immune

Gene-edited

response

iPS cell line

Reduce or eliminate

Healios Universal Donor

immunosuppressive

Cell Line

drug requirement

Reduce patient burden

Increase efficacy duration

Targeted cell programming through gene editing

Generating hypoimmunogenic human pluripotent stem cells (universal donor cells or UDCs) as a starting material for allogeneic transplantation

Leading the development of a clinical grade universal donor cell line in accordance with global standards.

There are no problems with clinical use at present after consulting the FDA and PMDA

A research cell line has been established, and we are currently working towards the completion of a clinical-grade line

Discussing usage in relation to therapies for various diseases with several companies and academia.

© HEALIOS K.K. All rights reserved.

20

iPSC Platform

HLA knockout procedure to generate HEALIOS Universal Donor Cells

Clinical grade MCB

HLA Class I KO

HLA Class I/II KO

HEALIOS

Universal Donor Cells

(intermediate)

(intermediate)

Knock-out

Knock-out

Knock-in

gene X,Y,…

HLA Class I

HLA Class II

suicide gene

© HEALIOS K.K. All rights reserved.

21

iPSC Platform: Self-recognition of HLA Protein and UDC

HLA (human leukocyte antigen) protein:

  • HLA is a group of cell-surface proteins that are encoded by the MHC (major histocompatibility complex)gene and responsible for the regulation of the immune system.
    There are a myriad of HLA variations
    Immune cells distinguish between autologous and allogeneic cells and tissue.

HLA protein

UDC:

Deletion of HLA protein

Introduction of immunosuppression-related molecules Introduction of suicide genes as a safety mechanism

Somatic cell

Immune cells

UDC

Immune cells

HLA protein mismatch causes immune rejection

UDC is a safer and more versatile iPS cell

© HEALIOS K.K. All rights reserved.

22

HLCN061: iPSC Derived Gene-Modified NK Cells

By using UDCs, graft rejection may be avoided, and sustained efficacy may be expected. Target an off-the-shelf product: stable production and quality with lower cost of goods.

(Technological development

"Autologous"

Peripheral blood derived

"Allogenic /

off-the-shelf"

Biomaterial or iPSC derived

"Universal Donor Cell

derived"

Function enhanced by

multiple gene

modifications

1st Generation

2nd Generation

3rd Generation

(Time)

See Appendix for additional explanation.

© HEALIOS K.K. All rights reserved.

23

HLCN061

iPSC

Manufacturing

x

Platform

STROKE

Gene editing

iPSC-RPE

ARDS

iPSC

iPSC-NK

iPSC-LIVER

x

Immuno

-Oncology

© HEALIOS K.K. All rights reserved.

24

New

HLCN061 Cancer is the leading cause of death in Japan

The No.1 cause of death in Japan is cancer

(approximately 90% of which are caused by solid tumors)

Mortality rate

Blood cancer

Solid Tumors

(出所)国立がん研究センターがん情報サービス「がん登録・統計」(人口動態統計).2018

© HEALIOS K.K. All rights reserved.

25

HLCN061: Leading the Development of iPSC Derived Gene-Modified NK Cells

Natural killer (NK) cells, a type of white blood cell, plays a central role in a cell mediated defense system that human bodies naturally have, and attacks cancer cells and virus -infected cells.

  • Best in class, enhanced anti-tumor efficacy by introducing/modulating various factors related to NK cells killing activity
  • Broad applicability across tumor types irrespective of specific cancer antigens
  • Life-extension,promotion of healing, relief of symptoms, and improvement of quality of life.

iPSC

Gene editing

Avoid rejection /

Functionally enhanced

Dendritic cell

Cytotoxic

T-lymphocyte

Activation

NK cell Recognize and attack

Migration /

Infiltration

Solid Tumors

© HEALIOS K.K. All rights reserved.

26

HLCN061: Mechanism of NK Cell Attack of Cancerous or Virus-Infected Cells

Normal cells

Cancerous or virus-infected cells

NK cells do not attack normal cells by recognizing normal marker

NK cell

Normal cell

  • Activated by abnormal markers

NK cell

② Release the brake

allowing for the attack

Cancer cell

Virus-infected cell

  • Recognize the antibodies that are attacking the cancer
    and further activate.
  • Release the degrading enzymes and destroy
    cancer cells

© HEALIOS K.K. All rights reserved.

27

New

HLCN061: Market leading range of functional enhancements

HEALIOS

Company-A

Company-B

Company-C

iPS Cell

iPS Cell

iPS Cell

Cell

Cell

Cord blood

Recognizes cancer cells

Enhanced function in

combination with antibodies

Migrates to cancer cells

Attracts host immune cells

Activates surrounding T-cells

and dendritic cells

Self-activation and maintenance

of survival

Avoids immune rejection in

patients

Source Adapted by Healios from public information

© HEALIOS K.K. All rights reserved.

28

HLCR011 AMD

iPSC

Manufacturing

x

Platform

STROKE

Gene editing

iPSC-RPE

ARDS

iPSC

iPSC-NK

iPSC-LIVER

x

Immuno

-Oncology

© HEALIOS K.K. All rights reserved.

29

HLCR011 AMD: Pathological Conditions

Age-related Macular Degeneration(AMD) causes Retinal Pigment Epithelial (RPE) cells to degenerate, which damages function

Regular Macular Part

Developed Dry-AMD

Immunity barrier maintained

Degeneration of photoreceptor Dry AMD

Wet AMD

Macula

Destruction of immunity barrier Invasion of immune cells

Inflammation Wet AMD

Photoreceptor Cells

Retinal Pigment

Epithelial (RPE) Cell

© HEALIOS K.K. All rights reserved.

30

HLCR011 AMD: Manufacturing for iPSC-derived RPE products

In Japan, HEALIOS and Dainippon Sumitomo Pharma jointly develop a treatment using iPS cell-derived RPE cells.

Sighregen, a joint venture with Sumitomo Dainippon Pharma, is establishing a manufacturing facility

"SMaRT", the Manufacturing Plant for Regenerative Medicine & Cell Therapy by Sumitomo Dainippon Pharma

Sighregen rents the facility in SMaRT and is establishing the iPSC-RPE manufacturing system and facility for iPSC-RPE cell products

© HEALIOS K.K. All rights reserved.

31

HLCL041 Liver OrganBud Platform

iPSC

Manufacturing

x

Platform

STROKE

Gene editing

iPSC-RPE

ARDS

iPSC

iPSC-NK

iPSC-LIVER

x

Immuno

-Oncology

© HEALIOS K.K. All rights reserved.

32

HLCL041: Liver Organ Bud Platform

By creating an "Organ Bud" of each organ with iPS cells, we have laid the groundwork for paradigm shifting therapies to emerge for various severe disease.

UDCs allow for the realization of organ replacement using organ buds.

Cell derived from

Vascular

MSC

endothelial cell

various organs

Transplanted to mice

*movie

The vascularization was confirmed in vivo by transplantation to mice.

GreenCells of each organ

RedVascular endothelial cell

BlackMSC

(Sours) Japan Science and Technology Agency Science News "Diverse Approaches in Regenerative Medicine

from Cell to Tissue/Organ" (Distributed October 3, 2013)

https://sciencechannel.jst.go.jp/M130001/detail/M130001005.html

(Sours) Modified from Takebe T. et al., Cell Stem Cell, 2015

© HEALIOS K.K. All rights reserved.

33

HLCL041: Liver Organ Bud Platform: Survival rate of liver failure in mouse model

Survival rate improves significantly in transplantation experiments

Treatment effects of liver bud transplantation to mouse using hiPSC

Process

Survival rate (%)

100

80

60

40

20

Liver organ bud transplantation group using human iPS cells

Human adult liver cell transplantation group

Liver organ bud transplantation group using human fetus iPS cells

Non-transplantation

Process by which organ forms from organ bud links mouse's vascular network autonomously

0102030

Days

SourceTakebe,T., et al.

Nature Protocols, 9, 396-409 (2014)

Source Adapted by Healios from Takebe. T, et al. Nature, 499 (7459),2013)

© HEALIOS K.K. All rights reserved.

34

Financial Highlights

© HEALIOS K.K. All rights reserved.

35

Voluntary adoption of International Financial Reporting Standards (IFRS)

HEALIOS K.K. (the "Company") hereby announced that, at the executive officers meeting held on February 13, 2020, it has resolved to voluntarily adopt International Financial Reporting Standards ("IFRS") as its accounting standard for its consolidated financial statements instead of the Japanese Generally Accepted Accounting Principles ("J-GAAP") from the fiscal year ending December 31, 2020 as follows.

The Company decided to adopt IFRS voluntarily in order to improve the international comparability of its financial information in the capital markets.

The disclosures for the fiscal year ending December 31, 2020 are as follows:

Accounting period

Disclosure materials

Accounting standards

1st to 3rd quarters

Quarterly Earnings Report

IFRS

Quarterly Report

IFRS

Fiscal year ending

Earnings Report

IFRS

December 31, 2020

Year end

Consolidated Financial Statements (Note)IFRS

Annual Securities Report

IFRS

(Note) The Company discloses the information in its consolidated financial statements from the fiscal year ending December 31, 2020.

© HEALIOS K.K. All rights reserved.

36

Update

Statement of income

(Units: one million US dollar)

FY2019

FY2020 Q2(YTD)

Q2(YTD)

YoY variance

Main reasons for increase/decrease

0.68

0.13

-0.55

Milestone revenue was recorded only in the first quarter

Sales

of the previous year, resulting in a decrease in revenue

compared to the same period last year.

Operating income

-17.64

-17.08

0.56

Mainly due to increase in SG&A expenses

$1.03mn

and decrease in R&D expenses +$2.11mn.

Mainly due to increase in finance costs -$6.80mn

-17.92

-24.11

-6.19

as a result of change in fair value of derivatives

Net income

embedded in convertible bonds (non-cash)-$4.57mn

and increase in the carrying amount of bonds by the

amortized cost method (non-cash)-$2.08mn.

R&D expenses

14.10

11.99

-2.11

Number of employees

111

109

2

(Note) * Financial figures for the second quarter of the fiscal year ended December 31, 2019 are presented in accordance with IFRS.

  • For details of the financial figures, please refer to the summary of the financial results for the second quarter announced today.
  • Adopt average exchange rate (JPY/USD) over respective 6-month periods for P&L; FY2019 Q2 110.05 yen per dollar and FY2020 Q2 108.22 yen per dollar.

© HEALIOS K.K. All rights reserved.

37

Update

Supplemental explanation of financial expenses

Details of financial expenses

In the second quarter, we recorded financial expenses of ¥759 million. This was mainly due to the recording of ¥494 million in derivatives expenses*1, ¥245 million in interest on bonds*2, and ¥17 million in interest expenses.

*1 Derivative expenses

Derivative expenses are the net unrealized gains/losses on the convertible bond -type bonds with subscription rights to shares, which our company issued to overseas investors in July 2019, at fair value as of the end of the second quarter. These are non-cash expenses booked in accordance with the International Financial Reporting Standards (IFRS), which was introduced by the Company in the first quarter of the fiscal year ending December 2020.

*2. Interest on bonds

Of the total interest on bonds of 245 million yen posted in the second quarter, 225 million yen was charged to income using the amortized cost method. As in *1 above, this is a non -cash expense recorded in accordance with the International Financial Reporting Standards (IFRS), which was introduced in the first quarter of the fiscal year ending December 2020.

Under JGAAP, convertible bond issuances were accounted for as liabilities and issue fees were accounted for as expenses. Under International Financial Reporting Standards (IFRS), however, proceeds, after deducting issue fees from convertible bond issuances, are accounted for as liabilities and equity, based on a certain standard. As a result, the difference between the face value of convertible bonds and the amount recorded as liabilities is amortized (expensed) over the period.

© HEALIOS K.K. All rights reserved.

38

Update

Balance sheet

Units: one million US dollar

December 31, 2019

June 30, 2020

Variance

Main reasons for increase/decrease

Current assets

176.86

152.46

Mainly due to decrease in cash equivalents $23.90mn.

-24.40

75.7%

62.2%

(cash equivalent balance at 06/30/20 was $143.10mn)

Non-current assets

56.75

92.51

35.76

Mainly due to increase in other financial assets

+$30.89mn: as a result of the acquisition of additional

24.3

%)

37.8%

shares of Athersys, Inc. and a rise in Athersys shares.

Total assets

233.61

244.97

11.36

100.0%)

100.0%

Current liabilities

17.93

35.71

17.79

Mainly due to increase in bonds and loans payable

+$13.92mn and other financial liabilities +$4.76mn.

7.7%)

14.6%

Non-current liabilities

103.01

100.34

-2.67

Mainly due to decrease in bonds and loans payable

44.1%)

41.0%

-$10.28mn and increase in deferred tax liabilities +$4.86mn.

Total liabilities

120.94

136.06

15.11

51.8%)

55.5%

Total equity

112.67

108.92

-3.75

Mainly due to net loss -$24.11mn and

increase in other components of equity +$17.25mn as a

48.2

%)

44.5%

result of a rise in Athersys shares.

Total liabilities and equity

233.61

244.97

11.36

100.0

100.0%

(Note) * Financial figures for the fiscal year ended December 31, 2019 are presented in accordance with IFRS.

  • For details of the financial figures, please refer to the summary of the financial results for the second quarter announced today.
  • Adopt spot rate (JPY/USD) at end of fiscal period for B/S ; FY2019 Q4 109.56 yen per dollar and FY2020 Q2 107.74 yen per dollar.

© HEALIOS K.K. All rights reserved.

39

Appendix

© HEALIOS K.K. All rights reserved.

40

Update

Overview of Healios

About us

Company Name

HEALIOS K.K.

Representative

Hardy TS Kagimoto, MD, Chairman and CEO

Company Overview

Establishment

February 24, 2011

Paid in Capital

4,814 million yen(As of June 30, 2020

Head office

World Trade Center Building 15F

2-4-1 Hamamatsucho Minato-ku, Tokyo Japan 105 -6115

Number of

109 (As of June 30, 2020

Employees

Business

Research, development and manufacturing of cell therapy/

regenerative medicine products

Research Institution

Kobe (77(Ph.D. Holders :Over 30 people) As of June 30, 2020)

Yokohama

Affiliated Company

Sighregen Co., Ltd.

(Joint Venture with Sumitomo Dainippon Pharma Co . , Ltd . )

Healios NA Inc.

Subsidiary

(Established in February 2018)

Organoid Neogenesis Laboratory Inc.

(Established in June 2018 to promote the practical use of organ bud technology)

© HEALIOS K.K. All rights reserved.

41

Update

Company History

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

Company

Establishment of the company

Tokyo office opened

Listed on Tokyo Stock Exchange (MOTHERS)

A business and capital alliance with Nikon BBG250 Business transfer

Establishment of Healios NA, Inc. in the US

Establishment of Organoid Neogenesis

Laboratory Inc

Expansion of alliance with Nikon

Establishment of Sales and Marketing Department

Establishment of a new Healios research facility

In the field of iPSC

Regenerative Medicine

A patent licensing agreement concluded with RIKEN Joint Development Agreement with Sumitomo Dainippon Pharma Co., Ltd.

Joint research with Yokohama City University on Organ buds

Start universal donor cell research

CRADA with National Eye Institute

Sighregen establishes a manufacturing facility in SMaRT

Changes in joint development framework with Sumitomo Dainippon Pharma

In-house development of gene-modified natural killer cellsHLCN061 Establishment of UDC research line

Joint research with the National Cancer Center Japan

In the field of Somatic Stem Cell

Regenerative Medicine

HLCM051 license agreement with Athersys, Inc. Clinical trial for ischemic stroke initiated

Strategic investment and collaboration expansion with Athersys

ARDS development & clinical trial initiated

COVID-19 induced ARDS clinical trial cohort initiated

© HEALIOS K.K. All rights reserved.

42

HEALIOS K.K. Leadership

Management Team Since July 2019

Jun Narimatsu

Richard Kincaid

David Smith

Michael Alfant

Gregory

Yoshinari

Seigo Kashii

Bonfiglio

Matsuda

Accountant

Executive Officer CFO

Served at Lonza

Group Chairman & CEO,

Founder & Managing

Attorney-at-Law, Senior

Ex-corporate auditor of

Supporting various

Extensive experience in

Fusion Systems, Co., Ltd.

Partner of Proteus, LLC.

Management Partner of

Astellas Pharma

venture companies in the

Experienced at Nezu

cell manufacturing

Presidents Emeriti, ACCJ

(Investment in RM

Uruma Law Offices Legal

field of IT/ Healthcare

Asia Capital

ventures)

Professional Corporation

Management (hedge

fund )

Masanori

Hardy TS

Kouichi Tamura

Sawada

Kagimoto

Executive Vice

Chairman and CEO

Executive officer

President, CMO

MD, Founder

Research and

(Chief Medical

Manufacturing field

Officer)

Ex-Astellas US Director of

MD, PhD, MBA

Laboratories Expertise in

Immunosuppressant

Research

Michihisa

Nishiyama

Executive Officer Development field

Constructed network for Tacrolimus approval and sales at Astellas in the US and Europe

Koji Abe

Executive Officer

HR & GA field

Over 30 years experience

in HR

© HEALIOS K.K. All rights reserved.

43

iPSC Platform

© HEALIOS K.K. All rights reserved.

44

iPSC Platform: Allogeneic iPS cells (Universal Donor Cell: UDC) that suppress immune rejection

Allogeneic transplantation

Autologous transplantation

Introduce diversity factors

biopsy

Donor

Blood and skin cell

Autologous iPS Cell

Allogeneic iPS cell

Differentiated cells

HLA matched

Donor /Patients

iPS Cell Bank

Differentiated cells

Sourcemodified from Sackett et al, Transplant Rev, 2016

Autologous iPS Cell

Existing iPS/ES cell lines

HLA matched

UDC

iPS Cell Bank

Immune

None

Occurs (Immunosuppressive

Under consideration

None

rejection

drugs are required

Several months1 year

Ready-to-use

Ready-to-use

Ready-to-use

Manufacturing

(Need to make from each

(One line of gene-edited

One line

(Multiple lines required)

term

patient)

cell)

Cost

Very high

Low

High

Low

© HEALIOS K.K. All rights reserved.

45

iPSC Platform: Universal Donor Cell

iPS cell

Gene-Editing

Universal Donor Cell

pluripotent stem cell

Safe and versatile stem cells

By using gene editing technology to produce iPS cells that avoid immune rejection, it is possible to realize universal iPS cells that can respond to the need for "one cell for all patients."

© HEALIOS K.K. All rights reserved.

46

iPSC Platform: Rejection of cell transplant

HLA type mismatch

HLA protein deletion

HLA

killer T-cell

HLA

NK cells

Immune response

© HEALIOS K.K. All rights reserved.

47

iPSC Platform: Avoid rejection due to immune response

Immune suppression associated molecules

Killer T-cell

Gene-Editing

HLA deleted

Insertion of immune suppression

associated genes

Insertion of an inducible suicide gene

HLA

NK cell

We will produce the immune rejection free iPS cell and realize the safe and universal cell therapy.

© HEALIOS K.K. All rights reserved.

48

iPSC Platform: UDC production process check items and quality checks

①Check of Gene editing

Absence of malignant mutations

Retain the properties of iPS cells

self-renewal

Pluripotency

Quality check item

Contents

Check of gene editing

Identification of target region sequence

Expression level of HLA proteins

Loss of HLA Class I expression

Loss of HLA Class Ⅱ expression

Transgene expression

Expression of immune suppression associated molecules

Expression of suicide genes

No off target issues

Gene mutation

Normal karyotype

None of cancer associated gene

Sterility

Endotoxin free

Mycoplasma free

Attribution

Gene expression analyses (Comparison with the parent cell line)

Expression of undifferentiated markers

Pluripotency(triploblastic differentiation)

None of immunogenicity

Function of suicide genes

© HEALIOS K.K. All rights reserved.

49

NK Cells

© HEALIOS K.K. All rights reserved.

50

HLCN061 NK Cells

NK Cells

Superiority of NK cells to T cells

NK cell

Normal cell

NK cells are large granular lymphocytes (LGL) and critical to the innate immune system. The role of NK cells is to recognize and attack abnormal cells, such as cancer cells and virus-infected cells.

T cell

T cell

GVHD

Cancer cells

Allogeneic Normal cells

  • Graft-versus-hostdisease (GVHD) occur in allogeneic T cells
  • Solid cancers are heterogeneous and have few relevant targets of cancer antigens
  • Cytokine syndrome occur in T cells

© HEALIOS K.K. All rights reserved.

51

HLCN061: Theory of Cancer Immunoediting

Normal cell

Cells that acts to eliminate cancer cells NK: Natural Killer cell

  1. :T cell

DC: Dendritic cell

: Macrophage

Cells that interfere with the elimination of

cancer cells

Treg: Regulatory T cell

TAM: Tumor-associated Macrophage

MDSC: Myeloid-derived suppressor cell

Degeneration Cancer Formation

NK

NK

DC

T

NK

T

NK

T

T

MDSC

Treg

TAM

Elimination

Equilibrium

Escape

• NK and T cells attack and eliminate cancerous

• Equilibrium between cancer growth and

• Cancer cells avoid immunity

cells

clearance by immune system

• Appearance of immune suppressive cells

Sourcemodified from Schreiber et al., Science 2011, 331 (6024): 1565

© HEALIOS K.K. All rights reserved.

52

Historical relaxation of Japanese regulations

Drastic reduction in the trial time period and number of patients with "Conditional and Time -limited Authorization System".

Insurance is listed at 'Conditional and Time -limited Authorization ' stage.

Conditional and Time-limited Authorization System

Traditional process of development

Clinical Research

Clinical Trials

Approval

Sales

Confirm effectiveness and safety

Development process upon introduction of early approval system

Clinical Research

Clinical Trial

Estimate the effectiveness and confirm safety

Approval with conditions and time-limit

After-sales effectiveness and further safety verification

Sales

Official

Sales

Approval

© HEALIOS K.K. All rights reserved.

53

About Orphan Regenerative Medicine Designation

Orphan regenerative medicine designation is available in cases of rare diseases with small patient numbers and no existing direct treatments.

  • Criteria for designation as a rare disease

1.Number of patients with this disease in Japan is lower than 50,000

2.Unmet medical needs

A serious target disease with very high medical needs

No alternative drug, medical device, regenerative medicine, or therapy exists

A significantly higher efficacy and safety than that of existing drugs, medical devices, or regenerative medicines can be expected

3.A theoretical basis for using regenerative medicines exists and the developmental plan is considered appropriate

  • Benefits of receiving orphan designation
  • Granting of subsidies to reduce development expenses
  • Tax measures, priority advice and consultations and priority review
  • Longer Reexamination period

ARDS is also a rare disease with an estimated incidence of 7,000 to 12,000 patients per year.

© HEALIOS K.K. All rights reserved.

(source)Definition of the Ministry of Health, Labour and Welfarehttps://www.mhlw.go.jp/stf/seisakunitsuite/bunya/0000068484.html 54

Important note on future events, etc

This material has been prepared solely for the purpose of disclosing relevant information regarding HEALIOS K.K. ("HEALIOS"). This document does not constitute an offer to sell or the solicitation of an offer to buy any security in the United States, Japan or any other jurisdiction.

This presentation contains statements that constitute forward-looking statements, including estimations, forecasts, targets and plans, and such forward-looking statements do not represent any guarantee by management of future performance. [In many cases, but not all, HEALIOS uses such words as "aim," "anticipate," "believe," "continue," "endeavor," "estimate," "expect," "initiative," "intend," "may," "plan," "potential," "probability," "project," "risk," "seek," "should," "strive," "target," "will" and similar expressions to identify forward-looking statements.] You can also identify forward-looking statements by discussions of strategy, plans or intentions. Any forward-looking statements in this document are based on the current assumptions and beliefs of HEALIOS in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause HEALIOS's actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by such forward-looking statements.

This presentation is based on the economic, regulatory, market and other conditions as in effect on the date hereof, and HEALIOS does not guarantee that the information contained in this presentation is accurate or complete. It should be understood that subsequent developments may affect the information contained in this presentation, which HEALIOS is not under an obligation, or does not plan, to update, revise or affirm. The information in this presentation is subject to change without prior notice and such information may change materially. Neither this presentation nor any of its contents may be disclosed to or used by any other party for any purpose without the prior written consent of HEALIOS.

The information in connection with or prepared by companies or parties other than HEALIOS is based on publicly available and other information as cited, and HEALIOS does not have independently verified the accuracy and appropriateness of, nor makes any warranties with respect to, such information.

The information about regenerative medicine products (including products currently in development) which is included in this material is not intended to constitute an advertisement or medical advice.

© HEALIOS K.K. All rights reserved.

55

Contact information

Corporate Communications

Press contact: pr@healios.jp

HEALIOS K.K.

Investor contact: ir@healios.jp

https://www.healios.co.jp/contact/

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Healios KK published this content on 06 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 August 2020 06:08:22 UTC