Abstract Background: Tumor microenvironment of metastasis (TMEM) is a microanatomical structure composed by 3 cells in direct contact, including a tumor cell expressing the actin-regulatory protein Mammalian-enabled (Mena), a perivascular Tie2hi/Vegfhi-expressing macrophage, and an endothelial cell. TMEM are intravasation sites that function as doorways for hematogenous tumor cell dissemination and metastases (Harney et al. Cancer Discovery 2015). TMEM may be identified and enumerated by triple immunohistochemistry in mouse and human mammary carcinomas. High TMEM score is associated with increased risk of distant metastasis in early stage breast cancer, and provides complementary prognostic information to IHC4 (Rohan et al. JNCI 2014) and Oncotype DX Recurrence Score in ER+, HER2-negative breast cancer (Sparano et al. NPJ Breast Cancer, 2017). Neoadjuvant chemotherapy (NAC) increases TMEM score in breast carcinoma in animal models and humans, indicating a previously unrecognized mechanism of resistance to cytotoxic therapy (Karagiannis et al. Science Trans Med 2017). Intravasation at TMEM sites may be inhibited using agents that block release of VEGF from TMEM-associated TIE2-hi, VEGF-hi macrophages (Harney et al. Mol Cancer Ther, 2017). Here we investigated whether TMEM score in post-NAC treated breast carcinoma is prognostic of distant recurrence in localized breast cancer after NAC, and thus provides a foundation for testing agents that block TMEM function in combination with NAC. Methods: We determined TMEM score in 80 evaluable patients' post-NAC specimens with residual invasive ductal carcinomas of at least 0.5 cm. Approximately 60% of patients had ER+/HER2-negative, 28% had triple negative and 12% had HER2+ disease. Most of the patients received doxorubicin/cyclophosphamide + taxane and an anti-HER2 therapy if applicable. Tissue sections from residual tumors were stained for TMEM using triple immunohistochemistry for Mena-expressing cancer cells, CD31-expressing endothelial cells and CD68-expressing macrophages. The stained slides were scanned, and the images were analyzed by three pathologists, blinded to outcome, who independently determined the tissue areas appropriate for TMEM scoring. TMEM was scored within these areas using an automated algorithm. Results: TMEM score was significantly higher in patients with distant recurrence (average TMEM=106), compared to patients without distant recurrence (average TMEM=71) (p<0.01, two-sided t-test). Moreover, in a Cox proportional hazards model that included TMEM score (upper tertile vs. lower 2 tertiles), age (>50 yrs. vs. <50), race (black vs non-black), tumor stage (T 1-3), estrogen receptor (ER) status (+ vs -), high TMEM score was associated with a increased risk of distant recurrence (HR=2.2, 95% CI=1.0 to 4.9, p=0.05) Conclusion: TMEM score may provide independent prognostic information for distant recurrence in patients with residual invasive carcinoma after NAC. These results support the use of agents that block TMEM function in combination with NAC, as planned in the I-SPY2 trial. Citation Format: Oktay MH, D'Alfonso T, Ginter P, Lanjewar S, Entenberg D, Pastoriza JM, Wang Y, Lin Y, Karagiannnis GS, Lin J, Ye X, Anampa J, Xue X, Rohan TE, Sparano JA, Condeelis JS. Tumor microenvironment of metastasis (TMEM) score in residual breast carcinoma post-neoadjuvant chemotherapy as an independent prognosticator of distant recurrence [abstract]. In: Proceedings of the 2018 San Antonio Breast Cancer Symposium; 2018 Dec 4-8; San Antonio, TX. Philadelphia (PA): AACR; Cancer Res 2019;79(4 Suppl):Abstract nr P2-08-18.