The most challenging issue for breast cancer (BC) patients is metastasis to other organs because current therapies do not prevent or eliminate metastatic BC. Here, we show that SM-164, a small molecule inhibitor, which degrades inhibitor of apoptosis proteins (IAPs), eliminated early-stage metastases and reduced progression of advanced BC metastasis from MDA-MB-231 BC cells in bones and lungs of nude mice. Mechanistically, SM-164-induced BC cell death is TNFα-dependent, with TNFα produced by IL-4-polarized macrophages triggering MDA-MB-231 cell apoptosis in combination with SM-164. SM-164 also inhibited expression of RANKL, which mediates interactions between metastatic BC and host microenvironment cells and induces osteoclast-mediated osteolysis. SM-164 did not kill adriamycinresistant BC cells, while adriamycin inhibited SM-164-resistant BC cell growth, similar to parental cells. We conclude that SM-164 is a promising therapeutic agent for early stage bone and lung metastasis from triple-negative breast cancer that should be given prior to conventional chemotherapy. Breast cancer (BC) accounts for nearly a quarter of all cancers in women worldwide. It is estimated that 268,600 women will be diagnosed with invasive BC in the US in 2019 and 41,760 will die from it 1. The most challenging issue for patients with BC is metastasis to other organs, including bone, lung, liver and brain; this causes about 90% of BC deaths. For decades, BC treatment has included surgery, radiation therapy (RT), chemotherapy (CT), and/or hormonal therapy. However, none of the current therapies effectively prevents or eliminates BC. Adjuvant CT benefits only a small proportion (5-10%) of patients 2. Similarly, RT has resulted in only a 5% reduction in the 15-year BC mortality rate 3. One reason for the poor therapeutic outcome could be that many patients already have micro-metastases when their primary cancers are diagnosed 4-6. Bone metastases are distinct from metastases to other organs because of cancer-associated osteolysis due to enhanced osteoclast (OC) formation and activity and associated release of cancer-promoting proteins from the resorbed bone matrix, including TGFβ 7,8. Current standard anti-resorptive drugs (bisphosphonates and the RANKL inhibitor, denosumab) inhibit bone resorption and reduce skeletal-related events (SREs) 9,10 , but they do not prolong patient survival, and 30-50% of BC patients on these drugs still develop new bone metastases 9,11,12. The development and progression of BC metastases depend on interactions between the cancer cells and the host organ microenvironment. For example, circulating cancer cells can be attracted to bone by osteoblasts (OBs) or their progenitors, mesenchymal stem cells (MSCs), by expression of proteins, such as integrins, chemokines, Notch, nestin, and osteopontin by these cells 12 , and also via interactions between RANKL on OBs/MSCs and RANK expressed by cancer cells 13,14. Cancer cells in turn promote OB/MSC production of more RANKL to enhance OC formation, causing osteolysis 1...