New Hybrid Phenalenone Dimer, Highly Conjugated Dihydroxylated C28 Steroid and Azaphilone from the Culture Extract of a Marine Sponge-Associated Fungus, Talaromyces pinophilus KUFA 1767

An undescribed hybrid phenalenone dimer, talaropinophilone (3), an unreported azaphilone, 7-epi-pinazaphilone B (4), an unreported phthalide dimer, talaropinophilide (6), and an undescribed 9R,15S-dihydroxy-ergosta-4,6,8 (14)-tetraen-3-one (7) were isolated together with the previously reported bacillisporins A (1) and B (2), an azaphilone derivative, Sch 1385568 (5), 1-deoxyrubralactone (8), acetylquestinol (9), piniterpenoid D (10) and 3,5-dihydroxy-4-methylphthalaldehydic acid (11) from the ethyl acetate extract of the culture of a marine sponge-derived fungus, Talaromyces pinophilus KUFA 1767. The structures of the undescribed compounds were elucidated by 1D and 2D NMR as well as high-resolution mass spectral analyses. The absolute configuration of C-9′ of 1 and 2 was revised to be 9′S using the coupling constant value between C-8′ and C-9′ and was confirmed by ROESY correlations in the case of 2. The absolute configurations of the stereogenic carbons in 7 and 8 were established by X-ray crystallographic analysis. Compounds 1,2, 4–8, 10 and 11 were tested for antibacterial activity against four reference strains, viz. two Gram-positive (Staphylococcus aureus ATCC 29213, Enterococcus faecalis ATCC 29212) and two Gram-negative (Escherichia coli ATCC 25922, Pseudomonas aeruginosa ATCC 27853), as well as three multidrug-resistant strains, viz. an extended-spectrum β-lactamase (ESBL)-producing E. coli, a methicillin-resistant S. aureus (MRSA) and a vancomycin-resistant E. faecalis (VRE). However, only 1 and 2 exhibited significant antibacterial activity against both S. aureus ATCC 29213 and MRSA. Moreover, 1 and 2 also significantly inhibited biofilm formation in S. aureus ATCC 29213 at both MIC and 2xMIC concentrations.

The 1 H and 13 C NMR spectra of 1 (Figures S1 and S2) and 2 ( Table 1, Figures S3 and  S4), in DMSO-d6, were identical to those of bacillisporins A and B we had previously isolated from the culture of a soil fungus, T. bacillisporus R. Benjamin. Moreover, their optical  [9]. However, the absolute configuration at C-9′ of bacillisporins A and B in this paper was presented as 9′R, by the comparison of their 1 H and 13 C NMR chemical shift values and the signs of its optical rotation (dextrorotatory) with those of bacillisporins A and B previously reported by Yamazaki et al. [17].
The 1 H and 13 C NMR spectra of 1 (Figures S1 and S2) and 2 (  [9]. However, the absolute configuration at C-9 of bacillisporins A and B in this paper was presented as 9 R, by the comparison of their 1 H and 13 C NMR chemical shift values and the signs of its optical rotation (dextrorotatory) with those of bacillisporins A and B previously reported by Yamazaki et al. [17]. It is important to mention that, during the process of structure elucidation of duclauxamide A1, an analog of duclauxin, from the culture extract of Penicillium manginii YIM PH30375, Cao et al. observed that H-8 and H-9 appeared as broad singlets in all structurally related duclauxin analogues, implying that the dihedral angle between C-8 and C-9 is ca. 90 • , which corresponds to the 9 S configuration and not the 9 R configuration as previously proposed. This configuration was corroborated by the X-ray analysis of duclauxamide A1 using a CuKα X-ray diffractometer [18]. Since H-8 and H-9 of 1 appeared as a broad singlet at δ H 4.99 and a doublet at δ H 5.80 (J = 0.8 Hz), respectively, and those of 2 appeared as a singlet at δ H 4.82 and a broad singlet at δ H 4.76, respectively, we concluded that the absolute configuration at C-9 in 1 and 2 is the same as that of C-9 of duclauxamide, i.e., 9 S. In order to confirm this assumption, the ROESY spectrum of 2 was obtained. The ROESY spectrum (Table 1, Figure S5) showed correlations between H 3 -10 (δ H 2.97, s) and  Figure  S42), requiring nineteen degrees of unsaturation. The 13 C NMR spectrum (Table 2, Figure  S7) exhibited 27 carbon signals which, in combination with DEPT and HSQC spectra, can be categorized as one ketone carbonyl (δ C 192.4), one conjugated ester carbonyl (δ C 168.1), one highly conjugated ketone carbonyl (δ C 159.3), thirteen non-protonated sp 2 1, 114.8, 103,9), one oxymethine sp 3 (δ C 86.0), one methine sp 3 (δ C 65.7), one oxymethylene sp 3 (δ C 70.1), one quaternary sp 3 (δ C 50.0) and two methyl singlets (δ C 29.4 and 23.7), respectively. The 1 H and 13 C NMR (  Table 2 and Figures S8-S10.  That another portion of 3 consists of 3-methylnaphthalen-1-ol was supported by the presence of two meta-coupled aromatic protons at δ H 7.54, d, J = 2.0 Hz (H-4, δ C 103.9) and δ H 7.04, d, J = 2.0 Hz (H-6, δ C 122.0), a methyl singlet at δ H 3.04 (Me-10, δ C 24.9), which exhibited COSY correlations to both H-4 and H-6 (Table 2, Figure S8). This partial structure was also supported by HMBC correlations between H-4 and the carbons at δ C 157.3 (C-5), C-6 and the carbon at δ C 122.4 (C-7a), H-6 to C-4, Me-10 and C-7a (Table 2, Figure S10). The existence of a pyran-4-one portion, which is fused with the benzene ring of the 3-methylnaphthalen-1-ol, was substantiated by, in addition to the presence of the two doublets at δ H 8.60, d, J = 10 Hz (H-3) and 6.46, d, J = 10 Hz (H-2) of a cis double bond (Table 2, Figure S8), the HMBC correlations between H-2 and the carbons at δ C 159.4 (C-1) and 112.6 (C-9a), while H-3 showed HMBC correlations to C-1 and the carbon at δ C 151.0 (C-3a) (Table 2, Figure S10). Since H-8 and H-9 showed HMBC correlations to the carbons at δ C 130.3 (C-9) and 142.8 (C-8) while H 2 -1 showed only HMBC correlation to C-9, the 4-hydroxy-3,3a,4,5-tetrahydro-1H, 6H-naphtho [1,8-cd]pyran-1, 6-dione is linked to the 4H-naphtho [1,2-b]pyran-4-one moiety through C-8/C-8 and C-9/C-9 a.
The ROESY spectrum (Table 2, Figure S11) showed correlations between H-3 and H-2 and H-4, confirming the position of the 4-pyrone ring. Moreover, the correlation between H-8 and H 3 -10, together with the lack of correlation between H-8 and H-9 , proves that the absolute configuration at C-9 of 3 is the same as that of C-9 of 2, i.e., 9 S. Compound 3 is a heterodimer consisting of an oxyphenalenone and a naphthopyrone monomer. Since 3 has never been previously reported, it was named talaropinophilone.
Compound 3 is a polyketide whose biosynthesis can be assumed to originate from a dimerization of two different monomers: 6,9-dihydroxy-7-methyl-4H-naphtho [1,2-b]pyran-4-one (IX) and SF22, both of which are derived from heptaketides, in the same manner as that proposed for the formation of duclauxins by Cao et al. (Figure 2) [18]. Compound IX is derived from a heptaketide I by cyclization, through a nucleophilic addition of the ketone carbonyl, to form II, which undergoes dehydration and enolization to form a benzene ring in III. Enolization and reduction of a ketone carbonyl in III generate a secondary alcohol in IV. Dehydration of the secondary alcohol in IV results in the formation of V, which is followed by a Claisen condensation to form VI. Aromatic hydroxylation of VI gives rise to VII, which undergoes a hemiacetal formation in VIII. Dehydration of VIII gives rise to a monomer IX. On the other hand, the monomer SF 226 is also proposed to be derived from a heptaketide through lamellicolic anhydride [18].  Compound 4 was isolated as a yellow viscous mass, and its molecular formula C27H18O8 was established based on (+)-HRESIMS m/z 417.1186 [M + H] + (calculated for C21H21O9, 417.1186) ( Figure S43), requiring twelve degrees of unsaturation. Analysis of the 1D and 2D NMR spectra (Table 3, Figures S12-S16) of 4 revealed that its planar structure is the same as that of pinazaphilone B, a benzoyl-substituted azaphilone, isolated from a solid culture extract of an endophytic fungus, Penicillium sp. HN29-3B1, which was obtained from a fresh branch of a mangrove tree, Cerbera manghas, collected from Dongzhaigang Mangrove National Nature Reserve in Hainan Island [11]. In fact, the 1 H and 13 C NMR data of 4, recorded in DMSO-d6 (Table 3, Figures S12 and S13), were similar to those of pinazaphilone B (recorded in acetone-d6) with some slightly different 1 H and 13 Figure S43), requiring twelve degrees of unsaturation. Analysis of the 1D and 2D NMR spectra (Table 3, Figures S12-S16) of 4 revealed that its planar structure is the same as that of pinazaphilone B, a benzoyl-substituted azaphilone, isolated from a solid culture extract of an endophytic fungus, Penicillium sp. HN29-3B1, which was obtained from a fresh branch of a mangrove tree, Cerbera manghas, collected from Dongzhaigang Mangrove National Nature Reserve in Hainan Island [11]. In fact, the 1 H and 13 C NMR data of 4, recorded in DMSO-d6 (Table 3, Figures S12 and S13), were similar to those of pinazaphilone B (recorded in acetone-d6) with some slightly different 1 H and 13 C chemical shift values of the benzoyl moiety as well as of Me-9. Intriguingly, the optical rotation of 4 was dextrorotatory ([α] 25 D + 40 (c 0.05, MeOH)), whereas that of pinazaphilone B was levorotatory ([α] 25 D − 50 (c 0.001, MeOH)). This prompted us to examine the stereochemistry of the stereogenic carbons (C-7, C-8 and C-8a) of 4. Since the value of the coupling constant of J 8−8a (9.8 Hz) in 4 is the same as that in pinazaphilone B, indicating a trans-diaxial relationship between H-8 and H-8a, the absolute configurations of C-8 and C-8a must be the same in both compounds. The same stereochemistry at C-8a for both compounds was corroborated by the same values of the coupling constants of H-1α (δ H 3.85, dd, J = 13.5, 11.0 Hz) and H-1β (δ H 4.41, dd, J = 11.0, 5.2 Hz) of 4 and of H-1α (δ H 3.94, dd, J = 13.5, 10.9 Hz) and H-1β (δ H 4.61, dd, J = 10.9, 5.2 Hz) of pinazaphilone B. Interestingly, examination of correlations in the ROESY spectrum of 4 (Table 3, Figure S17) revealed strong cross peaks from H-8 (δ H 5.12, d, J = 9.8 Hz) to Me-9 (δ H 1.22, s) and H-1α. Thus, the configuration of C-7 in 4 is opposite to that of C-7 in pinazaphilone B, i.e., 7S. Therefore, 4 is an epimer of pinazaphilone B at C-7, and it was named 7-epi-pinazaphilone B. It is interesting to note that the absolute configuration at C-7 in 4 is the same as that of C-7 of Sch 1385568 (5), which was co-isolated with 4 in this work, and whose configuration at C-7 was confirmed by a ROESY correlation between Me-9 and H-8 ( Figure S20). Compound 5 was previously isolated from a culture of Aspergillus sp. [19], as well as together with pinazaphilone B from the culture of Penicillium sp. HN29-3B1 [11]. To the best of our knowledge, this is the first report of 7-epi-pinazaphilone B (4).  Figure S44), requiring twelve degrees of unsaturation. The 13 CNMR spectrum (Table 4, Figure S22) displayed 19 carbon signals which, in combination with DEPT and HSQC spectra ( Figure S24), can be categorized as two conjugated ester carbonyls (δ C 171.7 and 169.0), four oxygen-bearing sp 2 (δ C 158.8, 155.2, 152.3 and 148.2), seven non-protonated sp 2 (δ C 126.0, 125.2, 122.6, 121.6, 121.4, 118.9, 117.0), two protonated sp 2 (δ C 102.8 and 101.4), one oxymethylene sp 3 (δ C 67.0), one methoxyl (δ C 56.6), one methylene sp 3 (δ C 18.3) and one methyl (δ C 10.2) carbons. Analysis of the HMBC spectrum (Table 4, Figure S25) revealed that 6 contains a 5-substituted 4,6-dihydroxy-3-methoxy-2-benzofuran-1-(3H)-one moiety. This was supported by HMBC correlations between H-6 (δ H 6.69, s) and the conjugated ester carbonyl at δ C 169.0 (C-7), the carbon signals at δ C 158.6 (C-5), 122.6 (C-1) and 121.4 (C-4), between a singlet of an acetal proton at δ H 6.29 (H-8) and C-7 and the methoxyl carbon at δ C 56.6, as well as between the methoxyl proton (δ H 3.44, s) and the acetal carbon at δ C 102.8 (C-8) ( Table 4, Figure S25). That another portion of the molecule is 4,6-dihydroxy-5-methyl-2-benzofuran-1(3H)-one was evidenced by HMBC correlations between an oxymethylene singlet at δ H 5.14 (H-18) and the conjugated ester carbonyl at δ C 171.7 (C-17), a substituted aromatic carbon at δ C 125.2 (C-15) and a hydroxyl-bearing aromatic carbon at δ C 148.2, as well as between a methyl singlet at δ H 2.04 (H-19; δ C 10.2) and C-14, a hydroxyl-bearing aromatic carbon at δ C 155.2 (C-12) and a substituted aromatic carbon at δ C 118.9 (C-13) (Table 4, Figure S25). That the 5-substituted 4,6-dihydroxy-3-methoxy-2-benzofuran-1-(3H)-one moiety is connected to the 4,6-dihydroxy-5-methyl-2-benzofuran-1(3H)-one moiety by a methylene bridge was evidenced by the COSY correlations between H-9a (δ H 4. 35 Figure S23) as well as HMBC correlations between H-9a/H-9b and C-4, C-5, C-11 (δ C 121.6), C-12 and C-3 (δ C 152.3) (Table 4, Figure S25). Therefore, the planar structure of 6 was established. Compound 6 contains a stereogenic carbon at C-8 and displayed an optical rotation ([α] D 20 − 16 (c 0.05, MeOH)). It is important to mention that a few fungal specialized metabolites containing 5-substituted-4,6-dihydroxy-3-methoxy-2-benzofuran-1-(3H)-one have been previously reported. Kimura et al. [16] reported the isolation of rubralides A and C from a culture extract of a soil fungus, Penicillium rubrum, while Zhai et al. [20] described the isolation of talaromycolides A-C as well as rubralide C. Although all of these compounds have the same absolute configuration of the stereogenic carbon (C-8) and the same 4,6-dihydroxy-3-methoxy-2-benzofuran-1-(3H)-one scaffold but differ in the substituents on C-4, they showed different signs of optical rotations. For example, rubralides A and C and talaromycolide A are dextrorotatory, whereas talaromycolides B and C are levorotatory. Interestingly, talaromycolides A, B and C have benzyl substituents on C-5 but showed opposite signs of rotations. Therefore, the optical rotation cannot be used to determine the absolute configuration of the stereogenic carbon of this series of the 3-methoxy-2-benzofuran-1-(3H)-one scaffold. However, Zhai et al. [20] determined the absolute configuration of the stereogenic carbons in talaromycolides A, B and C as R by comparing their CD curves (in ethanol) and the positive values of ∆ε (at 266 and 288 for talaromycolides A, 263 and 287 for talaromycolides B, 255 and 296 for talaromycolides C) with those of rubralide C (269 and 288).
Intriguingly, 6 in MeOH solution (as it is not completely soluble in ethanol) did not display any CD curve even at a concentration of as high as 5 mg/mL. Consequently, it was not possible to determine the absolute configuration at C-8 of 6. However, this phenomenon reflects the possibility that 6 could exist as a non-racemic mixture of both enantiomers or could be due to a high similarity of the two phthalide monomers. Since 6 has never been previously reported, it was named talaropinophilide.  Figure S45), requiring nine degrees of unsaturation. The 13 C NMR spectrum (Table 5, Figure S26) displayed 28 carbon signals which, in combination with DEPT and HSQC spectra ( Figure S29), can be classified as one ketone carbonyl (δ C 198.6), three nonprotonated sp 2 Figure S26) exhibited signals of five olefinic protons, consisting of a singlet at δ H 5.70 (δ C 124.9), two doublets at δ H 6.08 (J = 9.6 Hz, δ C 124.8) and 7.04 (J = 9.6 Hz, δ C 132.6) and two multiplets, centered at δ H 5.24 (δ C 135.5) and 5.25 (δ C 132.5). The 1 H and 13 C NMR spectral features of 7 resemble those of ergosta-4,6,8 (14),22-tetraen-3-one, previously isolated by us from the culture extract of a marine sponge-associated fungus, Neosartorya glabra KUFA 0702 [21], except for the presence of one oxymethine and one oxyquaternary sp 3 carbons 7 instead of one methine and one methylene sp 3 carbons in ergosta-4,6,8 (14),22-tetraen-3-one. The molecular formula of 7 indicated that the hydroxyl groups are on the oxyquaternary sp 3 (δ C 71.8) and oxymethine sp 3 (δ C 68.4) carbons. That the hydroxyl group is on C-9 (δ C 71.8) was confirmed by HMBC correlations between H-7 (δ H 7.04, d, J = 9.6 Hz) and Me-18 (δ H 1.04, s) and C-9 (Table 5, Figure S30). Another hydroxyl group is on C-15 due to a COSY correlation between H-15 (δ H 4.64, m) and H 2 -16 (δ H 1.69, m) (Table 5, Figure S28). Since both of the olefinic protons of the side chain appeared as multiplets, it was not possible to determine the configuration of the double bond of the side chain. Therefore, the planar structure of 7 was established as 9,15-dihydroxy-ergosta-4,6,8 (14)-tetraen-3-one, since 7 was obtained as a suitable crystal for X-ray analysis. The Ortep view of 7, obtained from an X-ray diffractometer equipped with CuKα radiation (Figure 3), showed clearly that the absolute configurations at C-7 and C-15 are 9R and 15S and the double bond between C-22 and C-23 is trans. Therefore, the structure of 7 was unambiguously established as 9R,15S-dihydroxy-ergosta-4,6,8 (14)-tetraen-3-one. To the best of our knowledge, this is the first report of 7.   Compound 8 was isolated as white crystals (mp = 199-201 • C). Analysis of the 1 H and 13 C NMR spectra, as well as COSY and HMBC correlations (Table S1, Figures S31-S35), revealed that the planar structure of 8 is the same as that of 1-deoxyrubralactone, isolated from cultures of the fungal strain HJ33moB, which was isolated from sea algae, collected in Hatijou Island, Japan [12]. However, Naganuma et al. did not determine the absolute configuration of C-11 (C-1 in the structure of 1-deoxyrubralactone in reference [12]). Since 8 was obtained as a suitable crystal for X-ray analysis using an X-ray diffractometer equipped with CuKα radiation, the configuration of C-11 was determined. The Ortep view of 8 is shown in Figure 4, revealing that the absolute configuration of C-11 is 11S. Interestingly, 1-deoxyrubralactone isolated by Naganuma et al. [12] Figures S31-S35) revealed that the planar structure of 8 is the same as that of 1-deoxyrubralactone, isolated from cultures of the fungal strain HJ33moB, which was isolated from sea algae, collected in Hatijou Island, Japan [12]. However, Naganuma et al. did not determine the absolute configuration of C-11 (C-1 in the structure of 1-deoxyrubralactone in reference [12]). Since 8 was obtained as a suitable crystal for X-ray analysis using an X-ray diffractometer equipped with CuKα radiation, the configuration of C-11 was determined. The Ortep view of 8 is shown in Figure 4, revealing that the absolute configuration of C-11 is 11S Interestingly, 1-deoxyrubralactone isolated by Naganuma et al. [12]   The antimicrobial activity of 1, 2, 4-8, 10 and 11 was evaluated against four reference bacterial species and three multidrug-resistant strains. Since 3 was obtained in a very small quantity and 9 has been previously tested for antimicrobial activity against the same strains, they were not included in these assays.
Compounds 1, 2 and 5 exhibited inhibitory activity against the tested strains ( Table  6). Compound 1 showed very potent activity against both reference and multidrug-resistant Staphylococcus strains (S. aureus ATCC 29213 and MRSA S. aureus 74/24), with MIC values of 4 µg/mL. Compound 2 had an MIC value of 8 and 16 µg/mL for S. aureus ATCC 29213 and MRSA S. aureus 74/24, respectively, and 32 µg/mL for E. faecalis ATCC 29212 Compound 5 was also able to inhibit the growth of S. aureus ATCC 29213, with an MIC value of 64 µg/mL. For the remaining compounds that were tested, no activity was detected at concentrations up to 64 µg/mL. The minimum bactericidal concentration (MBC) was not possible to determine in the range of concentrations tested (higher than 64 µg/mL), except for 1, 2 and 5, where the MBC was more than two-fold higher than the MIC, suggesting that they have a bacteriostatic effect. The antimicrobial activity of 1, 2, 4-8, 10 and 11 was evaluated against four reference bacterial species and three multidrug-resistant strains. Since 3 was obtained in a very small quantity and 9 has been previously tested for antimicrobial activity against the same strains, they were not included in these assays.
Compounds 1, 2 and 5 exhibited inhibitory activity against the tested strains (Table 6). Compound 1 showed very potent activity against both reference and multidrug-resistant Staphylococcus strains (S. aureus ATCC 29213 and MRSA S. aureus 74/24), with MIC values of 4 µg/mL. Compound 2 had an MIC value of 8 and 16 µg/mL for S. aureus ATCC 29213 and MRSA S. aureus 74/24, respectively, and 32 µg/mL for E. faecalis ATCC 29212. Compound 5 was also able to inhibit the growth of S. aureus ATCC 29213, with an MIC value of 64 µg/mL. For the remaining compounds that were tested, no activity was detected at concentrations up to 64 µg/mL. The minimum bactericidal concentration (MBC) was not possible to determine in the range of concentrations tested (higher than 64 µg/mL), except for 1, 2 and 5, where the MBC was more than two-fold higher than the MIC, suggesting that they have a bacteriostatic effect.
The potential synergy between the compounds and clinically relevant antibiotics on multidrug-resistant strains was evaluated. No interactions were found with cefotaxime (ESBL E. coli), methicillin (MRSA S. aureus) and vancomycin (VRE E. faecalis) with both disk diffusion and MIC methods. Thus, the checkerboard assay was not further performed for any compound. The MIC values of clinically relevant antibiotics for multidrug-resistant strains were 256 µg/mL of cefotaxime for ESBL E. coli SA/2, 64 µg/mL of oxacillin for MRSA S. aureus 74/24 and 1024 µg/mL of vancomycin for VRE E. faecalis B3/101. The ability of 1, 2, 4-8, 9 and 10 to prevent biofilm production was also evaluated, in all reference strains, by measuring the total biomass. Compounds that showed antibiofilm activity after 24 h incubation are shown in Table 7. Compounds 1 and 2 showed an extensive ability to significantly inhibit biofilm formation in S. aureus ATCC 29213 at both MIC and 2xMIC concentrations. Compound 2 was also capable of impairing the biofilm-forming ability of E. faecalis ATCC 29212 at 2xMIC concentration. As for the overall effect of the compounds, 1 and 2 showed promising results in terms of antibacterial and antibiofilm activities toward Gram-positive bacterial strains, requiring a more in-depth study of their mechanism by which they inhibit bacterial growth and biofilm production.

General Experimental Procedures
The melting points were determined on a Stuart Melting Point Apparatus SMP3 (Bibby Sterilin, Stone, Staffordshire, UK) and are not corrected. Optical rotations were measured on an ADP410 Polarimeter (Bellingham + Stanley Ltd., Tunbridge Wells, Kent, UK). 1 H and 13 C NMR spectra were recorded at ambient temperature on a Bruker AMC instrument (Bruker Biosciences Corporation, Billerica, MA, USA) operating at 300 or 500 and 75 or 125 MHz, respectively. High-resolution mass spectra were measured with a Waters Xevo QToF mass spectrometer (Waters Corporations, Milford, MA, USA) coupled to a Waters Aquity UPLC system. A Merck (Darmstadt, Germany) silica gel GF 254 was used for preparative TLC, and a Merck Si gel 60 (0.2-0.5 mm) was used for column chromatography. LiChroprep silica gel and Sephadex LH 20 were used for column chromatography.

Fungal Material
The fungus was isolated from a marine sponge, Mycale sp., which was collected by scuba diving at a depth of 5-10 m, from the coral reef at Samaesan Island (12 • 34 36.64 N 100 • 56 59.69 E), in the Gulf of Thailand, Chonburi Province, in May 2018. The sponge was washed with 0.01% sodium hypochlorite solution for 1 min, followed by sterilized seawater three times, and then dried on a sterile filter paper under sterile aseptic condition. The sponge was cut into small pieces (ca. 5 mm × 5 mm) and placed on Petri dish plates containing 15 mL potato dextrose agar (PDA) medium mixed with 300 mg/L of streptomycin sulfate and incubated at 28 • C for 7 days. The hyphal tips emerging from sponge pieces were individually transferred onto PDA slant and maintained as pure cultures at Kasetsart University Fungal Collection, Department of Plant Pathology, Faculty of Agriculture, Kasetsart University, Bangkok, Thailand. The fungal strain KUFA 1767 was identified as Talaromyces pinophilus, based on morphological characteristics such as colony growth rate and growth pattern on standard media, namely Czapek s agar, Czapek yeast autolysate agar and malt extract agar. Microscopic characteristics including size, shape and ornamentation of conidiophores and spores were examined under light microscope. This identification was confirmed by molecular techniques using internal transcribed spacer (ITS) primers. DNA was extracted from young mycelia following a modified Murray and Thompson method [22]. Primer pairs ITS1 and ITS4 were used for ITS gene amplification [23]. PCR reactions were conducted on Thermal Cycler, and the amplification process consisted of initial denaturation at 95 • C for 5 min, 34 cycles at 95 • C for 1 min (denaturation), at 55 • C for 1 min (annealing) and at 72 • C for 1.5 min (extension), followed by final extension at 72 • C for 10 min. PCR products were examined by agarose gel electrophoresis (1% agarose with 1 × Tris-Borate-EDTA (TBE) buffer) and visualized under UV light after staining with ethidium bromide. DNA sequencing analyses were performed using the dideoxyribonucleotide chain termination method [24] by Macrogen Inc. (Seoul, Republic of South Korea). The DNA sequences were edited using FinchTV software, submitted to the BLAST program for alignment and compared with that of fungal species in the NCBI database (http://www.ncbi.nlm.nih.gov/, accessed on 20 August 2019). Its gene sequences were deposited in GenBank with the accession number MZ331806.

X-ray Crystal Structures
Single crystals were mounted on a cryoloop using paratone. X-ray diffraction data were collected at 291 K with a Gemini PX Ultra equipped with CuK α radiation (λ = 1.54184 Å). The structures were solved by direct methods using SHELXS-97 and refined with SHELXL-97 [25].
Full details of the data collection and refinement and tables of atomic coordinates, bond lengths and angles, and torsion angles have been deposited at the Cambridge Crystallographic Data Centre.

Electronic Circular Dichroism (ECD)
The attempt to obtain the ECD spectrum of 6 (with concentrations of 3 mg/mL and 5 mg/mL in methanol) was performed in a Jasco J-815 CD spectropolarimeter (Jasco Europe S.R.L., Cremella, Italy) with a 0.1 mm cuvette and 10 accumulations, but no CD curve was observed.

Bacterial Strains and Testing Conditions
Two Gram-positive (Staphylococcus aureus ATCC 29,213 and Enterococcus faecalis ATCC 29212) and two Gram-negative (Escherichia coli ATCC 25,922 and Pseudomonas aeruginosa ATCC 27853) reference strains, as well as three multidrug-resistant strains, were investigated: an extended-spectrum β-lactamase (ESBL)-producing E. coli (clinical isolate SA/2), a methicillin-resistant Staphylococcus aureus (MRSA, environmental isolate S. aureus 74/24 [26] and a vancomycin-resistant Enterococcus (VRE, environmental isolate E. faecalis B3/101 [27] were used in this study. All bacterial strains were cultured in MH agar (MH-BioKar Diagnostics, Allone, France) and incubated overnight at 37 • C before each susceptibility assay. Stock solutions of each compound were prepared in dimethyl sulfoxide (DMSO-Alfa Aesar, Kandel, Germany) at 10 mg/mL and kept at −20 • C. In all experiments, in-test concentrations of DMSO were kept below 1% (v/v), as recommended by the Clinical and Laboratory Standards Institute [28].

Antimicrobial Susceptibility Testing
The antimicrobial activity of the compounds was assessed by the Kirby-Bauer method, according to CLSI recommendations [29]. Briefly, 6 mm diameter sterile blank paper discs (Oxoid/Thermo Fisher Scientific, Basingstoke, UK) were impregnated with 15 µg of each compound and placed on MH plates previously inoculated with a bacterial inoculum equal to 0.5 McFarland turbidity. After 18-20 h of incubation at 37 • C, the diameter of the inhibition zones was measured in mm. Blank paper discs impregnated with DMSO at 1% (v/v) concentration were used as a negative control. Minimum inhibitory concentrations (MICs) were determined by the broth microdilution method in a 96-well U-shaped untreated polystyrene, as recommended by the CLSI [30]. Two-fold serial dilutions of the compounds were prepared in cation-adjusted Mueller Hinton broth (CAMHB-Sigma-Aldrich, St. Louis, MO, USA), and the tested concentrations ranged from 1 to 64 µg/mL, in order to keep in-test concentrations of DMSO below 1%. Colony-forming unit (CFU) counts of the inoculum were conducted to ensure that the final inoculum size closely approximated 5 × 10 5 CFU/mL. The 96-well plates were incubated for 16-20 h at 37 • C, and the MIC was determined by visual inspection as the lowest concentration of compound that prevented visible growth. During the essays, vancomycin (VAN-Oxoid/Thermo Fisher Scientific, Basingstoke, UK) and oxacillin sodium salt monosulfate (OXA-Sigma-Aldrich, St. Louis, MO, USA) were used as positive controls for E. faecalis ATCC 29212 and S. aureus ATCC 29213, respectively. The minimum bactericidal concentration (MBC) was determined by spreading 10 µL of the content of the wells with no visible growth on MH plates. The MBC was defined as the lowest concentration to effectively reduce 99.9% of the bacterial growth after overnight incubation at 37 • C [31]. At least three independent assays were conducted for reference and multidrug-resistant strains.

Antibiotic Synergy Testing
The combining effect of each compound with clinically relevant antibacterial drugs was evaluated by Kirby-Bauer method, as previously described [32]. A set of antibiotic discs (Oxoid/Thermo Fisher Scientific, Basingstoke, UK) was selected based on the resistance of the multidrug-resistant strains toward these antibiotics: cefotaxime (CTX, 30 µg) for E. coli SA/2, vancomycin (VAN, 30 µg) for E. faecalis B3/101 and oxacillin (OXA, 1 µg) for S. aureus 74/24. Antibiotic discs impregnated with 15 µg of each compound were placed on seeded MH plates. Antibiotic discs alone, blank paper discs impregnated with 15 µg of each compound alone and blank discs impregnated with DMSO were used as controls in the experiment. Plates with CTX were incubated for 18-20 h, and plates with VAN and OXA were incubated for 24 h at 37 • C [28]. Potential synergy was considered when the inhibition halo of an antibiotic disc impregnated with compound was greater than the inhibition halo of the antibiotic or compound-impregnated blank disc alone. The MIC method was also performed in order to evaluate the combined effect of the compounds and clinically relevant antimicrobial drugs. Briefly, when it was not possible to determine the MIC value for the tested compound, the MIC of CTX (Duchefa Biochemie, Haarlem, The Netherlands), VAN (Oxoid, Basingstoke, UK) and OXA (Sigma-Aldrich, St. Louis, MO, USA) for the respective multidrug-resistant strain was determined in the presence of the highest concentration of each compound tested in previous assays (64 µg/mL). The tested antibiotic was serially diluted, whereas the concentration of each compound was kept fixed. MICs of antibiotics were determined as described above. Potential synergy was considered when the MIC of antibiotic was lower in the presence of the compound [33]. The checkerboard assay was only performed on compounds that had demonstrated synergistic potential in the previous methods, where fractional inhibitory concentrations (FICs) were calculated as follows: FIC of compound = MIC of compound combined with antibiotic/MIC compound alone, and FIC antibiotic = MIC of antibiotic combined with compound/MIC of antibiotic alone. The FIC index (FICI) was calculated as the sum of each FIC and interpreted as follows: FICI ≤ 0.5, 'synergy'; 0.5 < FICI ≤ 4, 'no interaction'; 4 < FICI, 'antagonism' [34].

Biofilm Formation Inhibition Assay
The effect of compound on biofilm formation was evaluated by crystal violet method, which quantifies the total biomass produced, as previously described [32,35]. Briefly, bacterial suspensions of 1 × 10 6 CFU/mL prepared in unsupplemented Tryptone Soy Broth (TSB-Biokar Diagnostics, Allone, Beauvais, France) or TSB supplemented with 1% (p/v) glucose (D-(+)-glucose anhydrous for molecular biology, PanReac AppliChem, Barcelona, Spain) were tested in a concentration range of 2 MIC and 1 4 MIC, while keeping in-test concentrations of DMSO below 1% (v/v). When it was not possible to determine the MIC, the highest concentration tested was used (64 µg/mL). Controls with DMSO at 1% (v/v), as well as a negative control (TSB or TSB+1% glucose alone), were included. Sterile 96-well flat-bottomed untreated polystyrene microtiter plates were used. After a 24 h incubation period at 37 • C, the biofilms were heat-fixed for 1 h at 60 • C and stained with 0.5% (v/v) crystal violet (Química Clínica Aplicada, Amposta, Spain) for 5 min. The stain was resolubilized with 33% (v/v) acetic acid (Acetic acid 100%, AppliChem, Darmstadt, Germany) to completely solubilize the crystal violet. The absorbance of each sample was quantified at 570 nm in a microplate reader (Thermo Scientific Multiskan ® FC, Thermo Fisher Scientific, Waltham, MA, USA). The background absorbance (TSB or TSB + 1% glucose without inoculum) was subtracted from the absorbance of each sample, and the data are presented as percentage of control. At least three independent assays were performed for reference strains, with triplicates for each experimental condition.

Conclusions
A marine-derived fungus, Talaromyces pinophilus KUFA 1706, isolated from a marine sponge, Mycale sp., from the Gulf of Thailand, was shown to be a rich source of structurally diverse specialized metabolites. From the solid rice culture extract of this strain, one undescribed hybrid phenalenone dimer (3), one unreported azaphilone (4), one unreported phthalide dimer (6) and one unreported highly conjugated dihydroxy ergostane-type steroid (7) were isolated, together with the previously described oxyphenalenone dimers, bacillisporins A (1) and B (2) and the previously reported azaphilone (5), anthraquinone (9), aromatic cadinane sesquiterpenoid (10) and phthalic acid aldehyde (11). The biosynthetic pathways of the undescribed hybrid phenalenone dimer (3) were proposed to originate from heptaketide monomers, similar to those of the duclauxins. Among the compounds tested, only bacillisporins A (1) and B (2) exhibited significant antibacterial activity against both reference and multidrug-resistant Staphylococcus strains (S. aureus ATCC 29213 and MRSA S. aureus 74/24), as well as their ability to inhibit biofilm formation in S. aureus ATTC 29213. Interestingly, bacillisporin A (1), which possesses an acetoxy group at C-9 , showed stronger antibacterial activity and biofilm inhibitory activity than a hydroxyl-bearing C-9 bacillisporin B (2). These results imply that the dimeric oxyphenalenone scaffold is essential for the antibacterial and antibiofilm activity while the nature of the substituents at C-9 can influence the potency of the compounds. This finding can lead to the possibility of modifying the substituent at C-9 of the oxyphenalenone scaffold and evaluating the antimicrobial and antibiofilm activities of their synthetic analogs.