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INITIATING COVERAGE (December 19, 2016) Equity | Healthcare / Biotechnology © 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 1 | Page PixarBio Corporation (OTCQX: PXRB, Target Price: $7.90) We initiate coverage on PixarBio Corporation (OTCQX: PXRB, “PixarBio”) with a price target of $7.90. Based in Cambridge, MA, PixarBio is a specialty pharmaceutical company focused on pre-clinical and clinical commercial development of therapeutic drug delivery systems for post-operative pain. The company’s lead clinical candidate, NeuroRelease™ is a non-opioid / non-opiate pre-clinical stage product intended for the treatment of surgical pain, with planned future indications for chronic pain. NeuroRelease™ blocks nociceptive and neuropathic pain signals arising from temperature and pressure stimuli without affecting motor function, which is intended to allow for effective treatment without delaying post-surgical physical therapy. There are numerous potential milestones for PixarBio over the next several quarters. The company has several planned clinical studies for NeuroRelease™ in 2017, and CEO Frank Reynolds has stated that PixarBio is also pursuing an uplisting to a national exchange, such as the Nasdaq CM or NYSE MKT. INVESTMENT HIGHLIGHTS PixarBio targeting large non-opioid post-surgical pain market PixarBio is pursuing a 505(b)(2) clinical pathway for NeuroRelease, and expects FDA approval in 2018, with 2019 being the first year of commercial operations. When PixarBio is successful in receiving FDA approval to target post-surgical pain, it would be entering a large market, which is well-suited for disruption given the widespread addiction problems spreading from opioids, which are widely prescribed for post-surgery pain management. Indeed, the US opioid market exceeds $30 billion per year, there are more than 90mn surgeries per year in the US alone, and approximately 50% of surgical patients who report post-operative pain also report inadequate pain relief. PixarBio believes that NeuroRelease™ can be an effective, new non- opioid treatment in post-operative pain management for up to 14 days, with no risk of addiction –and no neuro-toxicity or cardio-toxicity. This is a key point of competitive differentiation versus the most commonly used non- opioid post-surgical pain treatments, such as a nerve block or Exparel, where a significant number of patients experience sharp rebound pain within 24 hours, leading to an opioid treatment and/or prescription. Recent financing allows for aggressive clinical program In our view, access to financing is a key area to watch in the biotechnology sector. Clinical studies are costly and time consuming, and small companies in the industry are inherently participating on an uneven playing field compared to the large pharmaceutical corporations that dominate the industry. Considering this, we were pleased to see PixarBio announce that it had raised $7.2mn in cash, as well as issued warrants which could yield another $16.2mn in financing, representing potential funding of up to $23.4mn. Additionally, the company has access to a $10mn line of credit from CEO Frank Reynolds. Initiate coverage with a price target of $7.90 We initiate coverage of PixarBio with a price target of $7.90. The company represents an intriguing, speculative company in the biotechnology industry, which is targeting the large opportunity to capture share in the $30 billion + global market for opioid pain treatment. Source: SeeThruEquity Research Key Ratios FY16E FY17E FY18E Gross margin (%) NM NM NM Operating Margin (%) NM NM NM EBITDA margin (%) NM NM NM Net margin (%) NM NM NM P/ Revenue (x) NM NM NM EV/Revenue (x) NM NM NM Source: SeeThruEquity Research Share Price Performance ($) Source: Bloomberg 0.00 5.00 10.00 15.00 20.00 25.00 30.00 35.00 10/31/2016 11/10/2016 11/20/2016 11/30/2016 Stock Details (12/15/2016) OTCQX: PXRB Sector / Industry Healthcare / Biotechnology Price target $7.90 Recent share price $5.99 Basic Shares o/s (mn) 80.3 Market cap (in $ mn) 481.0 52-week high/low $30.00 / 3.00 Key Financials ($mn unless specified) FY16E FY17E FY18E Revenues 0.0 0.0 0.0 EBITDA (15.3) (36.6) (41.6) EBIT (15.7) (37.0) (42.0) Net income (15.7) (37.0) (42.0) EPS ($) (0.18) (0.40) (0.42)
Transcript

INITIATING COVERAGE (December 19, 2016)

Equity | Healthcare / Biotechnology

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 1 | P a g e

PixarBio Corporation (OTCQX: PXRB, Target Price: $7.90) We initiate coverage on PixarBio Corporation (OTCQX: PXRB, “PixarBio”) with a price target of $7.90. Based in Cambridge, MA, PixarBio is a specialty pharmaceutical company focused on pre-clinical and clinical commercial development of therapeutic drug delivery systems for post-operative pain. The company’s lead clinical candidate, NeuroRelease™ is a non-opioid / non-opiate pre-clinical stage product intended for the treatment of surgical pain, with planned future indications for chronic pain. NeuroRelease™ blocks nociceptive and neuropathic pain signals arising from temperature and pressure stimuli without affecting motor function, which is intended to allow for effective treatment without delaying post-surgical physical therapy. There are numerous potential milestones for PixarBio over the next several quarters. The company has several planned clinical studies for NeuroRelease™ in 2017, and CEO Frank Reynolds has stated that PixarBio is also pursuing an uplisting to a national exchange, such as the Nasdaq CM or NYSE MKT.

INVESTMENT HIGHLIGHTS

PixarBio targeting large non-opioid post-surgical pain market

PixarBio is pursuing a 505(b)(2) clinical pathway for NeuroRelease, and expects FDA approval in 2018, with 2019 being the first year of commercial operations. When PixarBio is successful in receiving FDA approval to target post-surgical pain, it would be entering a large market, which is well-suited for disruption given the widespread addiction problems spreading from opioids, which are widely prescribed for post-surgery pain management. Indeed, the US opioid market exceeds $30 billion per year, there are more than 90mn surgeries per year in the US alone, and approximately 50% of surgical patients who report post-operative pain also report inadequate pain relief. PixarBio believes that NeuroRelease™ can be an effective, new non-opioid treatment in post-operative pain management for up to 14 days, with no risk of addiction –and no neuro-toxicity or cardio-toxicity. This is a key point of competitive differentiation versus the most commonly used non-opioid post-surgical pain treatments, such as a nerve block or Exparel, where a significant number of patients experience sharp rebound pain within 24 hours, leading to an opioid treatment and/or prescription.

Recent financing allows for aggressive clinical program In our view, access to financing is a key area to watch in the biotechnology sector. Clinical studies are costly and time consuming, and small companies in the industry are inherently participating on an uneven playing field compared to the large pharmaceutical corporations that dominate the industry. Considering this, we were pleased to see PixarBio announce that it had raised $7.2mn in cash, as well as issued warrants which could yield another $16.2mn in financing, representing potential funding of up to $23.4mn. Additionally, the company has access to a $10mn line of credit from CEO Frank Reynolds.

Initiate coverage with a price target of $7.90

We initiate coverage of PixarBio with a price target of $7.90. The company represents an intriguing, speculative company in the biotechnology industry,

which is targeting the large opportunity to capture share in the $30 billion + global market for opioid pain treatment.

Source: SeeThruEquity Research

Key Ratios

FY16E FY17E FY18E

Gross margin (%) NM NM NM

Operating Margin (%) NM NM NM

EBITDA margin (%) NM NM NM

Net margin (%) NM NM NM

P/ Revenue (x) NM NM NM

EV/Revenue (x) NM NM NM Source: SeeThruEquity Research

Share Price Performance ($)

Source: Bloomberg

0.00

5.00

10.00

15.00

20.00

25.00

30.00

35.00

10/31/2016 11/10/2016 11/20/2016 11/30/2016

Stock Details (12/15/2016)

OTCQX: PXRB

Sector / Industry Healthcare / Biotechnology

Price target $7.90 Recent share price $5.99

Basic Shares o/s (mn) 80.3

Market cap (in $ mn) 481.0

52-week high/low $30.00 / 3.00 Key Financials ($mn unless specified)

FY16E FY17E FY18E

Revenues 0.0 0.0 0.0

EBITDA (15.3) (36.6) (41.6)

EBIT (15.7) (37.0) (42.0)

Net income (15.7) (37.0) (42.0)

EPS ($) (0.18) (0.40) (0.42)

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 2 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

SUMMARY TABLE Figure 1. Summary Table (Pricing data as of December 15, 2016

Share data Balance Sheet data (3Q16*) Key personnel:

Recent price: $5.99 Total assets: 7.6mn CEO Frank Reynolds

Price target: $7.90 Total debt*: 0.0mn CCO David Kaplan

52-week range: 30.00 - 3.00 Equity: 7.6mn CIO Ken Stromsland

Average volume:* 12,040 W/C: 7.2mn CAO Katrin Holzaus

Market cap*: $481.0mn ROE: NM Controller Mary Phelan, CPA

Book value/share: $0.09 ROA: NM VP, Regulatory Affairs Steven Chartier

Cash/share $0.09 Current ratio: 25.3

Dividend yield: 0.00% Asset turnover: NM

Risk profile: High / Speculative Debt/Cap: 0.0%

* three month average volume (number of shares)

** Balance Sheet data adjusted for $7.2mn cash portion of recent financing

Estimates Valuation

FY December Rev ($mn) EBITDA ($mn) EPS ($) P/Rev (x) EV/Rev (x) P/E (x)

2016E 0.0 (15.3) (0.18) NM NM NM

2017E 0.0 (36.6) (0.40) NM NM NM

2018E 0.0 (41.6) (0.42) NM NM NM

2019E 36.7 (12.1) (0.13) 13.1x 12.9x NM

Source: SeeThruEquity Research

INVESTMENT THESIS

We initiate coverage on PixarBio Corporation (OTCQX: PXRB, “PixarBio”) with a price target of $7.90. Based in Cambridge, MA, PixarBio is a specialty pharmaceutical company focused on pre-clinical and clinical commercial development of therapeutic drug delivery systems for post-operative pain. The company’s lead clinical candidate, NeuroRelease™ is a non-opioid / non-opiate pre-clinical stage product intended for the treatment of surgical pain, with planned future indications for chronic pain. NeuroRelease™ blocks nociceptive and neuropathic pain signals arising from temperature and pressure stimuli without affecting motor function, which is intended to allow for effective treatment without delaying post-surgical physical therapy. When PixarBio is successful in receiving FDA approval to target this market, it would represent a massive opportunity – the US market for opioids is more than $30 billion annually. Indeed, there are more than 90mn surgeries per year in the US alone, and approximately 50% of surgical patients who report post-operative pain also report inadequate pain relief. PixarBio believes that NeuroRelease™ can be effective an effective, new non-opioid treatment in post-operative pain management for up to 14 days, with no risk of addiction –and no neuro-toxicity or cardio-toxicity. This is a key point of competitive differentiation versus the most commonly used non-opioid post-surgical pain treatments, such as a nerve block or Exparel, where

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 3 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

a significant number of patients experience sharp rebound pain within 24 hours, leading to an opioid treatment and/or prescription. PixarBio is a relatively new story on Wall Street, as the company came public by way of a reverse merger completed at the end of October 2016. PixarBio’s shares were uplisted to the OTCQB exchange shortly thereafter and OTCQX in November. The company is led by CEO Frank Reynolds, an experienced biotech CEO. Reynolds founded InVivo Therapeutics (Nasdaq: NVIV), and is surrounded by an experienced team of management and advisors. Importantly, PixarBio has secured initial funding. On November 7, 2016, management announced that it had completed a financing of up to $23.4mn in a private placement, which included $7.2mn in cash, warrants as exercised worth $16.2mn, and a $10mn line of credit. With the financing in place, we expect the focus of the next year to be on clinical advancement of NeuroRelease™ and the management’s corporate development agenda, which includes a planned uplisting to the Nasdaq CM. NeuroRelease™ promises to be a novel approach to managing post-operative pain PixarBio is focused on replacing morphine and opioid / opiate pain management therapies, beginning in the area of post-operative pain. The company’s lead product is NeuroRelease™, which is a novel non-opiate, non-addictive neurological drug delivery system for post-operative pain. The market for post-operative pain is considerable, as pain relief is the largest medical application in the postsurgical market – the US market for opioids is more than $30 billion per year. There are 92mn surgeries per year in the United States, and 42mn of patients report having more than three days of post-operative pain. With NeuroRelease™, PixarBio aims to address this market opportunity with a morphine replacement post-operative pain treatment that does not have the addiction risk of opioids / opiates. The treatment affects sensory signals and does not target the nerve fibers, so that it does not prevent patients from beginning physical therapy. Additionally, the PixarBio does not believe that NeuroRelease™ patients will suffer from other key side effects of common opioid replacements, which can be neuro-toxic and cardio-toxic. According to preclinical data referenced by the company in its investor materials, NeuroRelease compares favorably with competing non-opioid post-operative pain treatments, such as recently FDA-approved Exparel (liposomal bupivacaine) as illustrated in the following graphics:

Source: Company investor materials

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 4 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

PixarBio targeting 2018 FDA decision; potential commercialization in 2019 Although NeuroRelease™ is currently at the preclinical stage, PixarBio has aggressive plans to pursue clinical development for a number of post-operative indications, including: acute nerve pain in the knee and shoulder, as well as chronic pain conditions such as trigeminal neuralgia, sciatic neuralgia, cancer associated pain, and diabetic neuropathy. PixarBio is pursuing a 505(b)(2) regulatory pathway for the NeuroRelease™ non-addictive pain platform for the surgical hospital setting, battlefield, or for acute / chronic pain. The 505(B)(2) pathway relies on the new application / use of components already approved by the FDA, and therefore represents a faster pathway than is typical for a new pharmaceutical product. We have included the PixarBio’s expected timeline by indication in Figures 5 and 6 below.

Figure 5. Forecasted Product Pipeline – Acute Pain

Figure 6. Forecasted Product Pipeline – Chronic Pain

Source: Company investor materials

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 5 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

PixarBio expects the first product FDA decision will be for 14-day post-surgical pain treatment and expects that it will obtain approval in time for commercial launch in 2019. PixarBio’s NeuroRelease™ pain platform also includes 4-8 hour, 3-day, 7-day, 14-day and 90-Day pain treatments; management is optimistic that it will be able to obtain FDA approval for these treatments by 2020. Significant corporate development moves position to the company to advance its clinical strategy PixarBio has achieved several significant milestones on the corporate development front recently, including a substantial capital raise, a key addition to its management team, and the recent upgrade of shares to the OTCQX exchange. On November 7, 2016, the company announced that it had completed a financing that management believes should support operations and clinical development through 2017. The financing took the form of a private placement that totaled included up to $23.4mn in new capital from cash ($7.2mn) and warrants ($16.2mn). Specific terms of the deal included 3.6mn shares issued at $2.00 and seven-year term warrants with an exercise price of $4.50. In addition to the equity-based financing, PixarBio also secured a $10mn line of credit. In the press release announcing the financing, management stated that it would also serve as a key stepping stone toward a goal of uplisting shares to the Nasdaq Capital Markets exchange. If successful, a Nasdaq CM listing would likely improve the liquidity profile of the company, increase its prestige in the industry, and possibly provide access to institutional investors who are restricted from investing in shares traded on OTC exchanges. PixarBio also continues to make progress expanding its leadership. The company was awarded the Boston Business Journal's "2016 Best Places to Work" and recently announced the new appointment of Barry Belfer as Senior Vice President of Finance. Belfer brings over 30 years of financial service, life sciences, and private equity experience to PixarBio. In his most recent role he served as SVP of Corporate Finance and Treasurer for Guardian Life Insurance Company, a multi-billion-dollar financial services company. PixarBio has invested considerable time and effort in building an expansive team of management and advisors; we have included a list with abbreviated biographies of these key figures at the conclusion of this report.

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 6 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

COMPETITIVE LANDSCAPE PixarBio is an emerging biotechnology company focused on developing innovative products for post-surgical pain. The biotechnology industry is intensely competitive and is characterized by factors including a high degree of regulation and rapid technological change. The company faces significant competition from large and multinational pharmaceutical corporations, many of which have greater access to financing, more advanced research and development facilities, and more established sales and marketing distribution. Additionally, these companies have more experiences advancing clinical products through the regulatory approval process, which can be costly, time-consuming, and highly uncertain.

PixarBio’s lead product candidate, NeuroRelease, faces significant competition from established products available for postsurgical pain management. These primarily include opioids such as morphine, fentanyl, meperidine and hydromorphone. Each of these is available generically from several manufacturers, and many are available as proprietary products using novel delivery systems. PixarBio is seeking to compete against opioids with an effective, non-addictive alternative to manage postsurgical pain. The company also cites non-opioid competitors, which include: liposomal bupivacaine (Exparel), IV Tylenol (Ofirmev) and elastomeric bumps (OnQ), as well as bupivacaine products in development by Heron Therapeutics (OTX-011), and Durect Corporation which licensed its product to Hospira in North America (Posidur) and to Nycomed (now acquired by Takeda Pharmaceuticals) for Europe (Optesia). PixarBio believes its lead product, NeuroRelease, has a natural advantage against bupivacaine products. Bupivacaine is an anesthetic, which have shown neurotoxic issues, that blocks the nerve impulses that send pain signals to the brain.

In the following table, provided by the company, PixarBio provided a summary of its competitive landscape, including generics as well as upcoming branded drugs from Durect (DRRX), Pacira Pharmaceuticals (PCRX) and Heron Therapeutix (HRTX).

Supplier Product Name Active Pharmaceutical Ingredient

Product Development Status

Efficacious Duration

FDA Approval Status

Generic Marcaine Bupivacaine Approved / Market

Up to 8-24 hours

On the Market

Generic Bupivacaine / Ropivacaine

Bupivacaine / Ropivacaine

Approved / Market

Up to 8 – 18 hours

On the Market

Pacira Exparel NB Bupivacaine Approved / Market

Up to 1 -3 days 2018

Heron HTX-011 Bupivacaine / Meloxicam

Phase 2 Up to four days 2018

Durect Posimir Bupivacaine Phase 1 Up to 2-3 days 2018

PixarBio NeuroRelease Carbamazepine Pre-clinical 505B2

14 days 2018

Source: Company materials

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 7 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

FINANCIALS AND FUTURE OUTLOOK Key Assumptions

It is important to note that PixarBio is a pre-revenue company, whose lead products have not been approved for sale by any regulatory body. The company does not expect to have products approved for sale in the United States until 2019 at the earliest. Moreover, while management has forecast highly attractive growth and profit margins, these forecasts have not yet been proven with the actual sale of products. Thus, there is considerable uncertainty as to the timing and degree of revenues, as well as margin structure planned by the company. The analysis in this report assumes management is broadly able to execute on its plan, with slightly more conservative assumptions on the ramp up of revenues and margins than PixarBio’s expectations. Assuming FDA approval, PixarBio contemplates revenue rising from $80mn in 2019 to $1.2 billion by 2024, whereas our model contemplates a rise from $36.7mn to $403mn over the same time period. We also applied a probability factor discount to reflect the uncertainty inherent in the regulatory approval process. Margin Assumptions Expect losses through 2019E; targeting cash flow in 2020E: PixarBio has a history of losses since its inception, which is expected as it is a clinical stage biotechnology company. We expect the company to report losses over the next several years as it invests in research and development and operations in order to advance its clinical portfolio PixarBio is targeting 2019E as the first year in which it will generate commercial revenues from its products, with 2020E being the first year of cash flow positive operations. Lucrative target margin structure. In its investor materials PixarBio has described highly attractive margin targets as its products are approved and reach scale. The company believes its gross profit margins can reach 80% and possibly exceed them as the business scales. Management also expected net income after taxes to reach 40% levels as the business scales. The model driving this analysis includes slightly more conservative assumptions that this forecast, and the valuation in includes a probability discount factor and a discount rate.

Balance Sheet & Financial Liquidity

We see the balance sheet as a key item to watch for PixarBio. Given the high cost burden placed on drug development companies by the FDA, small cap biotechnology companies typically seek to secure funding for a current / ongoing phase of clinical research, and then must secure financing for the next phase of development following the release of results / data. This pattern necessarily carries with it a risk that future financings may take place on terms that are unpalatable to current equity investors, due to the impact of dilution in equity issuances or high servicing costs in debt issuances, for example. $23mn in potential funding addresses short term liquidity needs: While we view liquidity / financing risk as an important factor to track over time, PixarBio recently addressed its short term liquidity needs. The company completed a significant financing coincident with its listing on the OTCQB Market (shares have since been uplisted to OTCQX). Indeed, on November 7, 2016, PixarBio announced that it had completed an equity financing of $23.4mn from a private placement, comprised of $7.2mn in cash, and $16.2mn in warrants. Additionally, the company closed a $10mn line of credit. In combination, management estimates that the financing will be sufficient to fund the company into 2017. We note that the company has stated plans to be aggressive in advancing its clinical program, and we estimate that PixarBio will need to raise more than $70mn in new capital through 2019E to meet projections.

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 8 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

VALUATION We valued PixarBio using the discounted cash flow (“DCF”) method, which also includes a probability discount factor reflecting the fact that the company’s therapeutics have not been approved for sale by the FDA or other regulatory body. While we considered performing a peer valuation analysis, we view this method as appropriate given that the company is pre-clinical stage and is not expected to generate revenues until 2019E at the earliest. The valuation yields a fair value of $7.90 per share. While this price target may seem aggressive, the analysis is more cautious than the plan forecast by management should it achieve FDA approvals on its expected schedule – PixarBio sees EBITDA surpassing $500mn by 2023E and reaching $1.2Bn by 2025E. If the company is able to hit its plan, shares would likely command a much higher valuation than our analysis. DCF The following DCF valuation of PixarBio runs through 2027E. Overall we assumed heavy investment in the company’s clinical development program during 2016E – 2019E. In line with the timetable discussed by management, we assumed initial revenues in 2019E, with 2020E being the first year in which the company generates free cash flow. We forecast moderate capital spending relative to revenues as we expect the company to work with a manufacturing partner. We discounted cash flows at a weighted average cost of capital of 13.4%. We also applied a probability factor of 0.7x, to reflect risk that products are not approved by the FDA. Even though PixarBio appears confident that its products will be approved through the 505(b)(2) regulatory pathway, the process is inherently uncertain. Finally, we assumed a terminal growth rate of 5% at the end of FY2027E, as shown in the table below, and 80.3mn shares outstanding, to arrive at a valuation of $7.91.

$’ 000 FY16E FY17E FY18E FY19E FY20E FY21E FY22E FY23E FY24E FY25E FY26E FY27E EBIT (10,300) (37,000) (42,000) (13,225) 14,009 52,142 80,400 141,052 198,156 245,596 328,206 366,684

Less: Tax 0 0 0 0 0 5,736 24,120 50,779 79,262 98,238 131,282 146,674

NOPLAT (10,300) (37,000) (42,000) (13,225) 14,009 46,406 56,280 90,273 118,894 147,358 196,924 220,011

Changes in working capital (1,216) 1,343 878 1,620 (1,424) 250 633 956 798 912 738 812

Depreciation & Amortization 403 403 403 1,133 1,080 1,121 1,267 1,540 1,976 2,376 2,752 3,117

Capex (381) (400) (500) (500) (900) (1,260) (1,764) (2,470) (3,457) (3,734) (4,033) (4,355)

FCFF (11,494) (35,654) (41,219) (10,972) 12,764 46,517 56,416 90,300 118,211 146,911 196,381 219,584

Discount factor 0.99 0.88 0.77 0.68 0.60 0.53 0.47 0.41 0.36 0.32 0.28 0.25 Probability Factor 0.70 0.70 0.70 0.70 0.70 0.70 0.70 0.70 0.70 0.70 0.70 0.70

PV of FCFE (7,985) (21,843) (22,268) (5,227) 5,362 17,233 18,430 26,014 30,030 32,911 38,795 38,253

Sum of PV of FCFE 149,706

Terminal cash flow 2,744,802

PV of terminal cash flow 478,161

Enterprise value 627,866

Less: Debt 0

Add: Cash 7,704

Equity value 635,571 Outstanding shares (mn) 80.3

Fair value per share ($) 7.91

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 9 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

Summary conclusions Key assumptions DCF FV ($ per share) 7.91 Beta 2.0 Recent price ($ per share) 5.65 Cost of equity 13.4% Upside (downside) 40.1% Cost of debt (post tax) 7.8% WACC 13.4% Terminal Growth Rate 5.0%

Source: SeeThruEquity Research

Figure 7. Sensitivity of Valuation – WACC vs. Terminal Growth Rate

WACC (%)

Term

inal

gro

wth

rate

(%

)

7.91 12.4% 12.9% 13.4% 13.9% 14.4%

4.00% 8.66 7.90 7.23 6.64 6.11

4.50% 9.10 8.28 7.55 6.91 6.35

5.00% 9.61 8.70 7.91 7.22 6.61

5.50% 10.19 9.19 8.32 7.57 6.91

6.00% 10.85 9.74 8.78 7.96 7.24

6.50% 11.64 10.38 9.31 8.40 7.61

Source: SeeThruEquity Research

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 10 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

RISK CONSIDERATIONS History of Losses / Financial Liquidity

PixarBio has a history of operating losses and its 2015 financial statements included an explanatory paragraph regarding doubt as to its ability to continue as a going concern. Although the company recently mitigated its short-term liquidity risk with a significant capital raise, the process of developing new drugs and meeting regulatory requirements to market them is expensive, and the company will likely need to raise capital in the future – we estimate PixarBio will need to raise at least $70mn to hit its plan.

Technology Risk

The market for drug development and the market for new means of drug delivery is subject to change and innovation, as there is significant capital flowing into the industry. As such, PixarBio is subject to technology risk as standards change in its industry, or as other competitors innovate, which could cause the company to invest more in research and development or render its products uncompetitive.

Competition

The biotechnology sector is an extremely competitive sector of the healthcare market and is characterized by rapid innovation in new drug / therapeutic development and delivery mechanisms, intense regulation, and a large degree of influence by a small number of industry participants. PixarBio will be forced to compete against several companies which have access to more advanced research and development facilities, more established brand recognition and sales distribution, and substantially more capital to fund clinical trials.

Regulation PixarBio operates in a highly regulated industry, and will be unable to market its products in the United States without the approval of the Food & Drug Administration (FDA). The process of receiving FDA approval for new drugs is costly, time-consuming, and unpredictable. Outside of the United States, PixarBio is subject to other regulatory bodies to gain approval to market its products, and approval in one geography does not necessarily guarantee that approval will be granted in another part of the world. While PixarBio has stated an expected timeline during which it is hopeful it will receive regulatory approval to market its therapeutics, the process of obtaining approval is highly uncertain and requires extensive pre-clinical testing and very expensive clinical trials in order to show the efficacy, health and safety of potential new drugs. Additionally, the healthcare industry has been subject to sweeping reforms and is likely to remain an area in which the regulatory landscape is evolving. Intellectual Property The ability to protect and monetize intellectual property is a core component of the biotechnology industry. PixarBio has filed 13 provisional and nonprovisional patents applications for Parkinson’s disease, epilepsy, spinal cord injury and pain. Pre-revenue company PixarBio is a pre-revenue company, whose lead products have not been approved for sale by any regulatory body. The company does not expect to have products approved for sale in the United States until 2019 at the earliest. Moreover, while management forecast attractive margins, these forecasts have not yet been proven with the actual sale of products. Thus, there is considerable uncertainty as to the timing and degree of revenues, as well as margin structure planned by the company.

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 11 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

Management Team

Frank Reynolds, CEO, Chairman, CSO, CFO • Co-invented The NeuroScaffold, led invention from concept to the clinic • Founded InVivo Therapeutics Corp (NVIV) COB, CEO & CFO until his retirement in Aug 2013. Took

NVIV public in 2010. $520mm Mkt. Cap. in 2013 • 2013 & 2016 Best Company to work for Boston- BBJ • 2013 CFO of Year BBJ, nominee • Co-inventor on 50+ patent applications • 2011 David F Apple Award for SCI research • MIT-Sloan; WhartonSchool. Penn Engr., HBS,

St Joe’s, Temple U, CHC, Rider U, Univ. Hong Kong S&T

David Kaplan, Chief Commercial Officer • 20 years of experience designing and running nationally recognized hospital-based sales teams

focused in the areas of surgery, oncology and critical care. • Extensive background bringing first-in-class therapies from Phase III to product launch, working at

such innovative companies as Corixa, PDL BioPharma, Pacira. • Former VP of Sales at Pacira Pharmaceuticals • BS in Marketing from Arizona State University

Steven Chartier, VP Regulatory Affairs

• 25+ regulatory submissions & approvals of novel drugs & devices in Oncology, Wound Care, Autoimmune, Anti-Infective & Cardiovascular diseases.

• Expert in building worldwide compliant Quality Systems • Managed Regulatory, Quality, Manufacturing & Clinical departments at Biogen IDEC, Infraredx,

Nucryst Pharma • Program Management & Lab Research at Beth Israel Deaconess Medical Cntr & Dana Farber

Cancer Institute. • BA in Psychology, Saint Anselm College; RAC certification

Dana Tilley, PhD; Chief Neuroscientist

• Almost a decade of Pain & neuromodulation research • Expert on Pain at the cellular level • Expert on Fast Firing Pain Signaling to the Brain • Leads PixarBio Neuroscience message • PhD in Neuroscience and Physiology from Illinois State Univ. • MS in Chemistry from Illinois State Univ.

Katrin Holzhaus, CAO, Director & Co-Founder

• 16 years working with CEO Frank Reynolds initially at Expand the Knowledge, then with InVivo Therapeutics Holdings Corp (NVIV), brings complimentary leadership skillsets to PXRB’s operations team & proven record of success.

• Leads PXRB Facilities and HR activities • MBA and MS in MIS from Temple University, Master of Arts from Leipzig University, Germany.

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 12 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

Mary Phelan, CPA, Controller

• 20 years accounting & reporting experience in compliance w/ SEC, GAAP, SOX regulations in pharma & medical technology industries

• Extensive experience in financial reporting, debt and equity financings, M&A • Most recently Controller, Principal Accounting Officer & acting Principal Financial Officer, Mela

Sciences (NASDAQ) • Controller & Principal Accounting Officer at Alteon Inc. • KPMG LLP manufacturing, retail & distribution audit practice

Ken Stromsland, CIO/Investor Relations

• 20+ years of experience as business leader in Financial Services – EVP at Citi, Managing Dir at TD Ameritrade

• Engineer at Johnson & Johnson • MSE - Wharton School, U Penn Engineering

Non-Executive Board of Directors

David Cass, Independent Board Member • Chief Information Security Officer Cloud & SaaS Operational Services at IBM • Global responsibility for all aspects of security practices, processes, and policies across IBM Cloud

SaaS • Former Elsevier SVP & Chief Information Security Officer leading global legal, risk and security

team providing data protection, privacy, security, & risk management guidance • As Sr Director of Information Security Risk and Governance for Freddie Mac, rebuilt the risk and

governance function • As VP of Risk Management for JPMorgan Chase, was responsible for providing assessment of risk

management state, contributing to future direction of risk management, continuity & disaster recovery.

• MSE from U of Pennsylvania; MBA from MIT.

Derek Bridges, Independent Board Member • President & CEO of Next Level Alignment • Extensive experience with regulatory filing, bidding and reimbursement with the Centers for

Medicare and Medicaid (CMS) & Patient Protection and Affordable Care Act (PPACA). • Served as a senior executive for Anthem, Aetna and Delta Dental, developing growth strategies to

double revenue/profitability in $100MM - $1B+ organizations. • MBA from U of Kansas; MSE in Technology Management from U of Pennsylvania’s Wharton

School Laura B. Morse, Independent Board Member

• Founder, Entrepreneurship Ventures, a start-up consulting & coaching practice • Former Human Capital Partner at Atlas Venture, largest transatlantic early stage technology VC

firm • Specializes in human capital strategies including recruitment, development, reward systems • S.W.I.F.T. sc Brussels, global financial telecom consortium, led worldwide recruiting & expatriate

services • Frequent speaker around Europe, Solvay (Belgium), Harvard Business School, and MIT/Sloan.

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PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

Scientific Advisory Board

Robert S. Langer, ScD • David H. Koch Institute Professor at MIT • 1,200+ articles, 800+ issued and pending patents worldwide. • Served as a member of the FDA’s Science Board 1995-2002 and as its Chairman from 1999-2002. • 220+ major awards incl. the U.S. National Medal of Science, the U.S. National Medal of

Technology and Innovation, Charles Stark Draper Prize (considered engineering’s Nobel Prize), Priestley Medal (the highest award of the American Chemical Society)

. Amitabh Gulati, MD

• Director, Ambulatory Pain Management at Memorial Sloan Kettering Cancer Center • Board certified in anesthesiology and pain medicine • MD, Baylor College of Medicine • Fellowship at NewYork-Presbyterian Hospital/Weill Cornell Medical Center; Memorial Sloan

Kettering Cancer Center Steven Cohen, MD

• Director of Pain Research at Walter Reed National Military Medical Center, and the Reserve Liaison to the U.S. Army Pain Management Consultant to the Surgeon General.

• Professor of Anesthesiology & Critical Care Medicine at the Johns Hopkins School of Medicine; Professor at the Uniformed Services University of Health Sciences in Bethesda, MD.

• Director of Medical Education and Quality Improvement for the Pain Management Division at Johns Hopkins

Neel Mehta, MD

• Medical Director of Pain Medicine at the Weill-Cornell Pain Medicine Center, and New York Presbyterian Hospital

• Board-certified in Anesthesia & Interventional Pain Medicine • focuses on musculoskeletal pain of the back, neck, joints, neuropathic disorders, cancer pain. • Fellowship in Interventional Pain Medicine in the Tri-Institutional Pain Medicine Fellowship at New

York Presbyterian-Weill Cornell Medical Center, Hospital for Special Surgery and Memorial-Sloan Kettering Cancer Center

• Medical Degree in 2005 from Tufts University School of Medicine in Boston, MA Brian Block, MD, PhD

• Partner at Pain Medicine Specialists, PA • President at Baltimore Spine Center. He is a specialist in treatment of chronic pain. • PhD and MD from Case Western Reserve University School of Medicine in Cleveland, OH. • Fellowship in Pain Management at Johns Hopkins. Joined faculty at Johns Hopkins working in the

Blaustein Pain Center • Engineering Degree from University of Michigan in Ann Arbor.

Amer Khalil, MD

• Chief Spine Surgery UC Irvine • Neurosurgery Spine Fellow at New England Baptist Hospital, Boston, MA • Resident in Neurosurgery, Cleveland Clinic Foundation, Cleveland, OH • Research Fellowship in Spinal Cord Injury, NVIV • MD from University of Jordan Medical School

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PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

FINANCIAL SUMMARY

Source: SeeThruEquity Research.

Figure 8. Balance Sheet

Figures in $mn, unless specified FY16E FY17E FY18E FY19E FY20E

Current assets 12.7 3.9 5.5 11.4 21.4

Other assets 1.4 1.1 1.3 0.7 0.5

Total assets 14.1 5.0 6.7 12.1 21.9 Current liabilities 2.4 3.3 4.6 10.6 13.8

Other liabilities 0.1 0.1 11.1 11.1 1.1

Shareholders’ equity 11.6 11.6 (8.9) (9.6) 7.1

Total liab and shareholder equity 14.1 15.0 6.7 12.1 21.9

Source: SeeThruEquity Research

Figure 9. Cash Flow Statement

Figures in $mn, unless specified FY16E FY17E FY18E FY19E FY20E

Cash from operating activities (13.8) (32.7) (38.4) (8.0) 16.3

Cash from investing activities (0.5) (0.4) (0.5) (0.5) (0.9)

Cash from financing activities 24.1 24.0 40.0 10.0 (10.0)

Net inc/(dec) in cash 9.9 (9.1) 1.1 1.5 5.4 Cash at beginning of the year 0.0 9.9 0.8 1.9 3.5

Cash at the end of the year 9.9 0.8 1.9 3.5 8.9

Source: SeeThruEquity Research

Figure 7. Income Statement

Figures in $mn unless specified FY16E FY17E FY18E FY19E FY20E

Revenue 0.0 0.0 0.0 36.7 97.8 YoY growth NM NM NM NM 166.6%

Cost of sales 0.0 0.0 0.0 9.9 24.4

Gross Profit 0.0 0.0 0.0 26.8 73.3 Margin NM NM NM 73.0% 75.0%

Operating expenses 15.7 37.0 42.0 40.0 59.3

EBIT (15.7) (37.0) (42.0) (13.2) 14.0

Margin NM NM NM (36.1%) 14.3%

EBITDA (15.3) (36.6) (41.6) (12.1) 15.1 Margin NM NM NM (33.0%) 15.4%

Other income/ (expense) (0.0) 0.0 0.0 0.0 0.0

Profit before tax (15.7) (37.0) (42.0) (13.2) 14.0

Tax 0.0 0.0 0.0 0.0 0.0

Net income to Common (15.7) (37.0) (42.0) (13.2) 14.0 Margin NM NM NM (36.1%) 14.3%

EPS (per share) (0.18) (0.40) (0.42) (0.13) 0.13

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PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

About PixarBio Corproation. PixarBio (OTCQX: PXRB) is a public company traded on the OTC markets under the stock symbol PXRB. PixarBio is a specialty pharmaceutical/biotechnology company focused on pre-clinical and clinical commercial development of novel neurological drug delivery systems for post-operative pain. PixarBio researches and develops targeted delivery systems for drugs, devices, or biologics to treat pain, epilepsy, Parkinson’s disease, and spinal cord injury. Our lead product platform, NeuroRelease™, has achieved sustained therapeutic release of non-opiate drugs for post-operative, acute and chronic pain in pre-clinical models. For more information, visit Pixarbio.com.

© 2011-2016 SeeThruEquity, LLC. Important disclosures appear at the back of this report. 16 | P a g e

PixarBio Corporation

Equity | Healthcare / Biotechnology December 19, 2016

Contact

Ajay Tandon SeeThruEquity www.seethruequity.com (646) 495-0939 [email protected] Disclosure

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