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
Date of report (Date of earliest event reported): November 17, 2015
Sevion Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-31326 | 84-1368850 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
4045 Sorrento Valley Boulevard, San Diego, CA | 92121 | |
(Address of Principal Executive Offices) | (Zip Code) |
(858) 909-0749
(Registrant's telephone number,
including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | 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 November 17, 2015, Sevion Therapeutics, Inc., a Delaware corporation, (the “Company”), issued a press release to report the Company’s financial results for the fiscal quarter ended September 30, 2015. The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1.
The information in this Item 2.02 and in any exhibits referred to herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit No. | Description | ||
99.1 | Press Release of Sevion Therapeutics, Inc. dated November 17, 2015 |
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.
SEVION THERAPEUTICS, INC. | |||
Dated: November 17, 2015 | By: | /s/ David Rector | |
Name: David Rector | |||
Title: Chief Executive Officer |
Exhibit 99.1
Sevion Therapeutics Reports First Quarter 2016 Financial Results
SAN DIEGO, CA – November 17, 2015 – Sevion Therapeutics, Inc. (“Sevion” or the “Company”)(OTCQB: SVON), a biopharmaceutical company which discovers, develops and acquires next-generation biologics for the treatment of cancer and immunological diseases, today reported financial results for the fiscal quarter ended September 30, 2015 (“First Quarter 2016”).
“During the first fiscal quarter of 2016, we have continued to focus our efforts and resources on our proprietary antibody discovery technology platforms,” said David Rector, Chief Executive Officer of Sevion. “We continue to improve our platform technology while looking at high-potential in-licensing and partnerships opportunities that fit with our therapeutic areas of interest and primary scientific focus.”
On October 22, 2015, Dr. Vaughn Smider, MD, PhD, Chief Scientific Officer gave an invited oral presentation entitled “Engineering Cow Antibodies with Ultralong CDRs” at the GTC Protein Discovery Summit conference in Boston, MA.
Fiscal First Quarter 2016 Financial Results
For the quarter ended September 30, the Company reported $37,500 revenue versus no revenue a year ago, which consisted of amortization of deferred revenue related to the Company’s on-going collaboration and option agreement to discover antibodies using Sevion’s spatially addressed library platform.
Research and development expenses for the first quarter of fiscal 2016 were $0.6 million compared to $2.1 million for the first fiscal quarter of 2015. The decrease was primarily due to the prior year’s acquisition of Fabrus, Inc., in May 2014, and the write-off of clinical trial materials due to the suspension of the Company’s clinical trial program.
General and administrative expenses were $0.6 million for the first fiscal quarter of 2016 compared to $0.8 million for the comparable year-ago first quarter.
The loss applicable to common shares for the first fiscal quarter of 2016 was $0.3 million, or $(0.02) per share, compared with a loss applicable to common shares for the first fiscal quarter of 2015 of $5.2 million, or $(0.38) per share. This decrease in the loss applicable to common shares was primarily the result of the decrease in research and development expenses and patents and clinical trial materials written off in the prior year quarter, partially offset by non-cash income due to the change in fair value of warrant and stock right liability related to the most recent financing.
As of September 30, 2015, the Company had cash and cash equivalents of $3.4 million, compared to cash and cash equivalents of $3.3 million as of June 30, 2015. The Company believes that it has sufficient funds to maintain operations through June 2016.
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About Sevion Therapeutics
Sevion Therapeutics is a biopharmaceutical company building and developing a portfolio of innovative therapeutics, from both internal discovery and acquisition, for the treatment of cancer and immunological diseases. The Company’s product candidates are derived from multiple key proprietary technology platforms: cell-based arrayed antibody discovery, ultralong antibody scaffolds and Chimerasome nanocages. Sevion has leveraged these technologies to build a pipeline of innovative product candidates. For more information, please visit SevionTherapeutics.com.
Forward-Looking Statements
Certain statements included in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from such statements expressed or implied herein as a result of a variety of factors, including, but not limited to: the Company’s ability to continue as a going concern; the ability of the Company to consummate additional financings; the development of the Company’s antibody technology; the approval of the Company’s patent applications; the Company’s ability to successfully defend its intellectual property or obtain the necessary licenses at a cost acceptable to the Company, if at all; the successful implementation of the Company’s research and development programs and collaborations; the success of the Company's license agreements; the acceptance by the market of the Company’s products; the timing and success of the Company’s preliminary studies, preclinical research and clinical trials; competition and the timing of projects and trends in future operating performance; and the quotation of the Company’s common stock on an over-the-counter securities market, as well as other factors expressed from time to time in the Company’s periodic filings with the Securities and Exchange Commission (the "SEC"). As a result, this press release should be read in conjunction with the Company’s periodic filings with the SEC. The forward-looking statements contained herein are made only as of the date of this press release, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
For investors contact:
James Schmidt
Sevion Therapeutics
858-909-0749
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SEVION THERAPEUTICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
September 30, | June 30, | |||||||
2015 | 2015 | |||||||
ASSETS | ||||||||
CURRENT ASSETS: | ||||||||
Cash and cash equivalents | $ | 3,354,869 | $ | 3,334,626 | ||||
Prepaid expenses and other current assets | 299,286 | 395,100 | ||||||
Total Current Assets | 3,654,155 | 3,729,726 | ||||||
Equipment, furniture and fixtures, net | 153,855 | 185,948 | ||||||
Acquired research and development | 9,800,000 | 9,800,000 | ||||||
Goodwill | 5,780,951 | 5,780,951 | ||||||
Security deposits | 50,770 | 50,770 | ||||||
TOTAL ASSETS | $ | 19,439,731 | $ | 19,547,395 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
CURRENT LIABILITIES: | ||||||||
Accounts payable | $ | 174,356 | $ | 232,033 | ||||
Accrued expenses | 398,812 | 408,705 | ||||||
Other current liabilities | 102,324 | 137,778 | ||||||
Total Current Liabilities | 675,492 | 778,516 | ||||||
Warrant and stock right liabilities | 2,233,267 | 2,502,047 | ||||||
Deferred tax liability | 3,920,000 | 3,920,000 | ||||||
Other liabilities | 105,832 | 122,038 | ||||||
TOTAL LIABILITIES | 6,934,591 | 7,322,601 | ||||||
STOCKHOLDERS' EQUITY: | ||||||||
Convertible preferred stock, $0.01 par value, authorized 5,000,000 shares | ||||||||
Series C shares 235,004 and 235,837 issued and outstanding, respectively | ||||||||
(liquidation preference of $2,350 and $2,358 at September 30, 2015 | ||||||||
and June 30, 2015, respectively) | 2,350 | 2,358 | ||||||
Series A 10,297 shares issued and 380 shares outstanding | ||||||||
(liquidation preference of $399,000 and $399,000 at September 30, 2015 | ||||||||
and June 30, 2015, respectively) | 4 | 4 | ||||||
Common stock, $0.01 par value, authorized 500,000,000 shares, | ||||||||
issued and outstanding 20,387,809 and 18,752,813 at September 30, 2015 | ||||||||
and June 30, 2015, respectively | 203,878 | 187,528 | ||||||
Capital in excess of par | 119,810,996 | 119,217,880 | ||||||
Accumulated deficit | (107,512,088 | ) | (107,182,976 | ) | ||||
Total Stockholders' Equity | 12,505,140 | 12,224,794 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 19,439,731 | $ | 19,547,395 |
See Notes to Condensed Consolidated Financial Statements
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SEVION THERAPEUTICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Three Months Ended Ended September 30 | ||||||||
2015 | 2014 | |||||||
Licensing Revenue | $ | 37,500 | $ | - | ||||
Operating expenses: | ||||||||
General and administrative | 587,273 | 774,600 | ||||||
Research and development | 601,583 | 2,120,156 | ||||||
Impairment and write-off of patents | - | 2,290,836 | ||||||
Total operating expenses | 1,188,856 | 5,185,592 | ||||||
Loss from operations | (1,151,356 | ) | (5,185,592 | ) | ||||
Other non-operating income (expense) | ||||||||
Change in fair value of stock right | 22,334 | - | ||||||
Change in fair value of warrant liability | 948,561 | - | ||||||
Interest income (expense) - net | (282 | ) | 1,785 | |||||
Net loss | (180,743 | ) | (5,183,807 | ) | ||||
Preferred dividends | (148,369 | ) | (14,500 | ) | ||||
Loss applicable to common shares | (329,112 | ) | (5,198,307 | ) | ||||
Other comprehensive loss | - | - | ||||||
Comprehensive loss | $ | (329,112 | ) | $ | (5,198,307 | ) | ||
Basic and diluted net loss per common share | $ | (0.02 | ) | $ | (0.38 | ) | ||
Basic and diluted weighted-average number of common shares outstanding | 20,006,451 | 13,846,361 |
See Notes to Condensed Consolidated Financial Statements
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