UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
March
3, 2016
Date
of Report (Date of earliest event reported)
AGENUS INC.
(Exact
name of registrant as specified in its charter)
DELAWARE |
000-29089 |
06-1562417 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3 Forbes Road Lexington, MA |
02421 |
(Address of principal executive offices) |
(Zip Code) |
781-674-4400
(Registrant’s
telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02 |
Results of Operations and Financial Condition. |
On March 3, 2016, Agenus Inc. announced its financial results for the quarter and year ended December 31, 2015. The full text of the press release issued in connection with the announcement is being furnished as Exhibit 99.1 to this current report on Form 8-K. |
|
The information set forth under Item 2.02 and in Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing. |
|
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is furnished herewith:
99.1 Press Release dated March 3, 2016
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AGENUS INC. |
||
|
||
Date: March 3, 2016 |
By: |
/s/ C. Evan Ballantyne |
C. Evan Ballantyne |
||
Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description of Exhibit |
|
99.1 |
Press Release dated March 3, 2016 |
Exhibit 99.1
Agenus Reports Fourth Quarter and Full Year 2015 Financial and Operational Results and Recent Highlights
Company to host conference call at 11am ET today
LEXINGTON, Mass.--(BUSINESS WIRE)--March 3, 2016--Agenus Inc. (NASDAQ:AGEN), an immuno-oncology company developing checkpoint modulator antibodies and cancer vaccines, today provided a corporate update and reported financial results for the fourth quarter and year ended December 31, 2015.
“During the course of 2015, we broadened our capabilities and advanced our portfolio of checkpoint antibodies and diversified vaccine platforms,” commented Garo H. Armen, Ph.D., Chairman and CEO of Agenus. “We made a series of strategic acquisitions, in our efforts to speed discovery and development, as well as to improve the quality of our leads and programs. We also validated our portfolio and discovery capabilities through our strategic alliances with Incyte and Merck. Our greatest asset, however, is our team of scientists with their breadth of expertise.
We believe a multidisciplinary approach is critical because the future of cancer therapy will be based on the ability to identify subpopulations of patients that are likely to best respond to specific immuno-oncology (I/O) agents or combinations. This will require tailored combinations of I/O modalities, including antibodies, vaccines and adjuvants, and cell therapies. At Agenus, we believe that we are uniquely positioned in the I/O landscape by having assembled the critical parts of what could be the future I/O ecosystem.
To support all these endeavors, last year we strengthened our cash position through partnerships, a stock offering and a non-dilutive royalty financing, all affording the company a financial runway through the first half of 2017.”
2015 HIGHLIGHTS AND CURRENT UPDATES
Upcoming 2016 Program Milestones and Events:
Fourth Quarter and 2015 Financial Results
Cash, cash equivalents and short-term investments were $171.7 million as of December 31, 2015.
For the fourth quarter, Agenus reported a net loss attributable to common stockholders of $15.7 million, or $0.18 per share, basic and diluted, compared with a net loss attributable to common stockholders for the fourth quarter of 2014 of $26.0 million, or $0.41 per share, basic and diluted.
The decreased net loss attributable to common stockholders for the quarter ended December 31, 2015, compared to the net loss attributable to common stockholders for the same period in 2014, was due primarily to a $14.8 million decrease in the non-cash charges related to our contingent obligations as well as increased revenue of $6.0 million related to our Incyte collaboration partially offset by increased expenses related to our CPM programs. We recorded non-cash expenses for the quarter ended December 31, 2014 of $6.5 million, due to the fair value adjustment of the contingent purchase price consideration, and $7.7 million related to the fair value adjustment of our contingent royalty obligation. This compares to non-cash income of $623,000 related to the contingent purchase price consideration for the quarter ended December 31, 2015.
For the year ended December 31, 2015, the company incurred a net loss attributable to common stockholders of $88.1 million, or $1.13 per share, basic and diluted, compared with a net loss attributable to common stockholders of $42.7 million, or $0.71 per share, basic and diluted, compared to the same period in 2014.
The increase in net loss attributable to common stockholders for the year ended December 31, 2015, compared to the net loss attributable to common stockholders for the same period in 2014, was primarily due to the advancement of our check point modulator programs, partially offset by the increased revenues of $17.8 million primarily related to our Incyte collaboration; a $13.2 million charge for the acquisition of the SECANT yeast display platform and other license and technology transfer arrangements. We also recorded a total of $13.6 million in non-cash expense for fair value adjustments to our contingent obligations.
During the same period of 2014, the company recorded non-cash expense of $6.7 million due to the fair value adjustment of the contingent purchase price consideration and non-cash income of $2.1 million related primarily to various GlaxoSmithKline vaccine trial results containing QS-21 Stimulon.
Conference Call, Webcast and Prepared Statement Information
Agenus executives will host a conference call at 11:00 a.m. Eastern Time today. To access the live call, dial 1-888-799-5016 (U.S.) or 1-704-908-0465 (international) and refer to conference ID number 59317465. The call will also be webcast and will be accessible from the company’s website at www.agenusbio.com/webcast. A replay will be available on the Company’s website approximately two hours after the call and will remain available for 60 days. The replay number is 1-855-859-2056 (U.S.) 1-404-537-3406 (international), conference ID number 59317465.
About Agenus
Agenus is an immuno-oncology company focused on the discovery and development of revolutionary new treatments that engage the body’s immune system to benefit patients suffering from cancer. By combining multiple powerful platforms, Agenus has established a highly integrated approach to target identification and validation, and for the discovery, development and manufacturing of monoclonal antibodies that modulate targets of interest. The company’s broad portfolio of novel checkpoint modulator and other immuno-modulatory monoclonal antibodies, vaccines and adjuvants, work in combination to provide the opportunity to create best-in-class therapeutic regimens. Agenus’ heat shock protein-based vaccine, Prophage™, has successfully completed Phase 2 studies in newly-diagnosed glioblastoma. The company is collaborating with Merck and Incyte to discover and develop multiple checkpoint modulators. For more information, please visit www.agenusbio.com; information that may be important to investors will be routinely posted on our website.
Summary Consolidated Financial Information | |||||||||||||||||
Condensed Consolidated Statements of Operations Data | |||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
(unaudited) | |||||||||||||||||
Three months ended December 31, | Year ended December 31, | ||||||||||||||||
2015 | 2014 | 2015 | 2014 | ||||||||||||||
Revenue | $ | 7,639 | $ | 1,619 | $ | 24,817 | $ | 6,977 | |||||||||
Operating expenses: | |||||||||||||||||
Research and development | 17,949 | 7,369 | 70,444 | 22,349 | |||||||||||||
General and administrative | 8,460 | 5,374 | 28,370 | 21,250 | |||||||||||||
Non-cash contingent consideration fair value adjustment | (623 | ) | 6,535 | 6,704 | 6,699 | ||||||||||||
Operating loss | (18,147 | ) | (17,659 | ) | (80,701 | ) | (43,321 | ) | |||||||||
Other income (expense), net including income tax benefit | 2,540 | (8,319 | ) | (7,180 | ) | 835 | |||||||||||
Net loss | (15,607 | ) | (25,978 | ) | (87,881 | ) | (42,486 | ) | |||||||||
Dividends on Series A convertible preferred stock | (51 | ) | (51 | ) | (203 | ) | (204 | ) | |||||||||
Net loss attributable to common stockholders | $ | (15,658 | ) | $ | (26,029 | ) | $ | (88,084 | ) | $ | (42,690 | ) | |||||
Per common share data, basic and diluted: | |||||||||||||||||
Net loss attributable to common stockholders | $ | (0.18 | ) | $ | (0.41 | ) | $ | (1.13 | ) | $ | (0.71 | ) | |||||
Weighted average number of common shares outstanding, |
|||||||||||||||||
basic and diluted |
84,966 | 62,849 | 78,212 | 59,754 | |||||||||||||
Condensed Consolidated Balance Sheet Data | |||||||||||||||||
(in thousands) | |||||||||||||||||
(unaudited) | |||||||||||||||||
December 31, 2015 | December 31, 2014 | ||||||||||||||||
Cash, cash equivalents and short-term investments | $ | 171,668 | $ | 40,224 | |||||||||||||
Total assets | 242,228 | 74,527 | |||||||||||||||
Total stockholders' equity | 70,728 | 23,018 | |||||||||||||||
FORWARD LOOKING STATEMENT
This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements regarding the future of cancer therapy and the I/O ecosystem, the anticipated timing of future clinical trials and the anticipated timing of GSK’s filing for regulatory approval of its shingles vaccine candidate. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, the factors described under the Risk Factors section of our most recent Quarterly Report on Form 10-Q or annual report on Form 10-K filed with the Securities and Exchange Commission. Agenus cautions investors not to place considerable reliance on the forward-looking statements contained in this release. These statements speak only as of the date of this press release, and Agenus undertakes no obligation to update or revise the statements, other than to the extent required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.
CONTACT:
Agenus Inc.
Michelle Linn, 781-674-4541
michelle.linn@agenusbio.com
or
Media:
BMC
Communications
Brad Miles, 646-513-3125
bmiles@bmccommunications.com