-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WEnmeiVgIHliHrMg+0Y0btya9bwrJmWFv5fa6BLNIiBQezaZWh6zhLygJOn5snNq vGb4+ZPzyODDHEjPiILIKQ== 0001157523-03-003182.txt : 20030723 0001157523-03-003182.hdr.sgml : 20030723 20030723102045 ACCESSION NUMBER: 0001157523-03-003182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030723 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANTIGENICS INC /DE/ CENTRAL INDEX KEY: 0001098972 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 061562417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29089 FILM NUMBER: 03797547 BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2170 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 2123324774 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2170 CITY: NEW YORK STATE: NY ZIP: 10111 8-K 1 a4439627.txt ANTIGENICS 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2003 ANTIGENICS INC. (Exact name of registrant as specified in its charter) DELAWARE 000-29089 06-1562417 (State or other jurisdiction (Commission file number) (I.R.S. Employer of incorporation of organization) Identification No.) 630 FIFTH AVENUE, SUITE 2100 NEW YORK, NEW YORK 10111 (Address of principal executive offices and zip code) (212) 994-8200 (Registrant's telephone number, including area code) Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits. (c) Exhibits: 99.1 Press Release dated July 23, 2003 Item 9. Regulation FD Disclosure (Information furnished pursuant to Item 12, "Disclosure of Results of Operations and Financial Condition"). On July 23, 2003, Antigenics Inc. announced its financial results for the quarter ended June 30, 2003. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this current report on Form 8-K. The information in this report on Form 8-K and the Exhibit attached hereto is being furnished pursuant to Item 12 of Form 8-K, Disclosure of Results of Operations and Financial Condition, and is presented under Item 9, Regulation FD Disclosure, in accordance with the procedural guidance in SEC Release No. 33-8216. The information 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. 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. ANTIGENICS INC. Date: July 23, 2003 By: /s/ Garo H. Armen ----------------- Garo H. Armen, Ph.D. Chairman and Chief Executive Officer EXHIBIT INDEX The following designated exhibits are filed herewith: Exhibits: 99.1 Press Release dated July 23, 2003 EX-99 3 a4439627_ex991.txt ANTIGENICS EXHIBIT 99.1 Exhibit 99.1 Antigenics Reports Second Quarter 2003 Financial Results and Recent Highlights NEW YORK--(BUSINESS WIRE)--July 23, 2003--Antigenics Inc. (NASDAQ: AGEN) reported results today for the quarter ended June 30, 2003. The company incurred a net loss of $16.6 million, or $0.42 per share, basic and diluted. This is compared with a net loss in the second quarter of 2002 of $14.1 million, or $0.43 per share, basic and diluted. Research and development costs were $12 million in the second quarter of 2003, compared with $10 million for the same period in 2002. The increased losses reflect the further progress of the company's clinical product candidates including Oncophage(R) (HSPPC-96), Antigenics' lead product candidate in Phase III development, AG-858 and Aroplatin(TM), along with the evolution of other development projects. Cash, cash equivalents and short-term investments equaled $83.7 million on June 30, 2003. "With the attainment of our initial enrollment target in the Oncophage Phase III renal cell carcinoma trial and the initiation of our AG-858 Phase II trial for chronic myelogenous leukemia, we continue to move towards commercialization," said Garo H. Armen, PhD, chairman and CEO of Antigenics. Recent Highlights -- Antigenics made significant progress with the enrollment of the Phase III clinical trial of Oncophage in the treatment of renal cell carcinoma (RCC), the most common type of kidney cancer. The trial, taking place at 132 centers worldwide and involving more than 650 patients, is one of the most extensive RCC studies to date as well as one of the largest clinical trials of any patient-specific treatment tested. Antigenics has met the initial enrollment target for this trial and expects to meet its target for randomization over the next two weeks. -- Antigenics began a 120-patient Phase II trial of AG-858 cancer vaccine in chronic myelogenous leukemia, to be conducted at leading medical centers in the United States and the United Kingdom. -- Five abstracts were presented at the 39th annual meeting of the American Society of Clinical Oncology, including updated results from an ongoing pilot study of AG-858 in combination with Gleevec(TM) (imatinib mesylate, Novartis) for treatment of chronic myelogenous leukemia, presented in an oral session. Antigenics also announced interim results in poster sessions from four clinical trials: two Phase II studies demonstrating that treatment with Oncophage was associated with clinical and immunological response in both RCC and non-Hodgkin's lymphoma and two clinical trials conducted at Memorial Sloan-Kettering Cancer Center evaluating cancer vaccines containing Antigenics' QS-21 immune stimulant. -- Two abstracts were accepted for presentation - one in an oral session and one in a poster session - at the 12th annual European Cancer Conference to be held in Copenhagen on September 21-25, 2003. -- Antigenics received a Small Business Innovation Research grant from the National Institutes of Health to study the potential application of heat shock protein technology in tuberculosis. Conference Call Information Antigenics executives, including Chairman and CEO Garo Armen, PhD, and Chief Medical Officer Jonathan Lewis, MD, PhD, will host a conference call at 11:00 AM ET today. To access the live call, dial 877.416.2362 (domestic) or 706.679.3850 (international); the access code is 902833. The call will also be webcast and will be accessible from the company's website at www.antigenics.com/investors/. A replay will be available approximately two hours after the call through midnight ET on August 6, 2003. The replay number is 800.642.1687 (domestic) or 706.645.9291 (international), and the access code is 902833. The replay will also be available at www.antigenics.com. About Antigenics Antigenics is working to develop personalized immunotherapeutics and revolutionary treatments for cancers, infectious diseases and autoimmune disorders. The company's lead product candidate is Oncophage, a personalized cancer vaccine being evaluated in several indications, including kidney cancer and metastatic melanoma. Antigenics' portfolio also includes AG-858, a personalized cancer vaccine in Phase II development; Aroplatin and ATRA-IV, two Phase II liposomal chemotherapeutics; and AG-702/AG-70X, a Phase I genital herpes immunotherapeutic. This press release contains forward-looking statements, including the statements regarding producing clinical data from three separate product programs and developing treatments for cancers, infectious diseases and autoimmune disorders. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties include, among others, that we may not be able to enroll sufficient numbers of patients in our clinical trials; that enrollment rates may be slower than we expect; that our clinical trials may not demonstrate that our products are both safe and more effective than current standards of care; that we may be unable to obtain the regulatory approvals necessary to conduct additional clinical trials or to market products; that we may fail to adequately protect our intellectual property or are determined to infringe on the intellectual property of others; and the factors described in the company's periodic filings with the Securities and Exchange Commission. Please see Exhibit 99.1 of the Antigenics Quarterly Report on Form 10-Q for the quarter ending March 31, 2003, for a full discussion of these and other risk factors. We caution investors not to place undue reliance on the forward-looking statements contained in this document. These statements speak only as of the date of this document, and we undertake no obligation to update or revise the statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Summary Consolidated Financial Information Consolidated Statements of Operations Data (in thousands, except per share data) (unaudited) Three months ended June 30, 2003 2002 -------------------------------- Revenue $ 955 $ 779 Operating expenses: Cost of sales 475 371 Research and development 11,977 9,957 General and administrative 5,654 4,880 -------------------------------- Operating loss (17,151) (14,429) Other income, net 532 325 -------------------------------- Net loss $ (16,619) $ (14,104) ================================ Net loss per share, basic and diluted $ (0.42) $ (0.43) Weighted average number of shares outstanding, basic and diluted 39,385 33,066 Consolidated Balance Sheet Data (in thousands) (unaudited) June 30, 2003 December 31, 2002 -------------------------------------- Cash, cash equivalents and short- term investments $ 83,707 $ 58,725 Total assets 122,120 89,063 Total stockholders' equity 108,987 77,757 CONTACT: Antigenics Investor Relations: Tanya R. Sripanich, 212/994-8266 tsripanich@antigenics.com Corporate Communications: Sunny Uberoi, 212/994-8206 suberoi@antigenics.com -----END PRIVACY-ENHANCED MESSAGE-----