-----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, PS27Xl2/W42RMRX98i6YmPOkqTmsK4OeHpKtE5n6RQNLY7CICwM29Aemu72FazjR exTZxTqzLOEkTFVWerRwPA== 0001157523-03-005756.txt : 20031023 0001157523-03-005756.hdr.sgml : 20031023 20031023091429 ACCESSION NUMBER: 0001157523-03-005756 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031023 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031023 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: 03953091 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 a4500088.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): October 23, 2003 ANTIGENICS INC. (Exact name of registrant as specified in its charter) DELAWARE 000-29089 06-1562417 (State or other jurisdiction of (Commission file number) (I.R.S. Employer 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 October 23, 2003 Item 9. Regulation FD Disclosure (Information furnished pursuant to Item 12, "Disclosure of Results of Operations and Financial Condition"). On October 23, 2003, Antigenics Inc. announced its financial results for the quarter ended September 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: October 23, 2003 By:/s/ Garo H. Armen ----------------- /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 October 23, 2003 EX-99 3 a4500088_ex991.txt ANTIGENICS EXHIBIT 99.1 Exhibit 99.1 Antigenics Reports Third Quarter 2003 Financial Results and Recent Highlights NEW YORK--(BUSINESS WIRE)--Oct. 23, 2003--Antigenics Inc. (NASDAQ: AGEN) reported results today for the quarter ended September 30, 2003. The company incurred a net loss attributable to common stockholders of $17.8 million, or $0.45 per common share, basic and diluted. This is compared with a net loss attributable to common stockholders in the third quarter of 2002 of $13.6 million, or $0.41 per common share, basic and diluted. Research and development costs were $13.4 million in the third quarter of 2003, compared with $10.4 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, AG-858 and Aroplatin(TM); costs associated with the transition from the Woburn facility to the Lexington facility; as well as costs associated with the evolution of other clinical and development projects. Cash, cash equivalents and short-term investments equaled $103.7 million on September 30, 2003. "Over the past several months, Antigenics has continued to demonstrate that our heat shock protein technology may be applicable to a wide range of cancers," said Garo H. Armen, Ph.D., chairman and CEO of Antigenics. "With the recent publication and presentation of encouraging clinical and immunological data in leading peer-reviewed journals and at international conferences, we continue to demonstrate promising results for Oncophage and AG-858 in multiple types of cancer." Recent Highlights -- Two abstracts were presented at the 12th annual European Cancer Conference held in Copenhagen on September 21-25, 2003, including results from a Phase I clinical trial of Oncophage in patients with nonmetastatic pancreatic cancer, which were presented in an oral session. Antigenics also presented findings in a poster session from a Phase II trial of Aroplatin in metastatic colorectal cancer refractory to standard therapy. -- Clinical Cancer Research published final results from a Phase II study of Oncophage in colorectal cancer. In the study, more than half of the 29 patients who received Oncophage demonstrated significant immunological response - which not only appeared to be correlated with clinical response but also was found to be an independent factor for prognosis. -- Immunological results from Phase II trials evaluating Oncophage in the treatment of both advanced melanoma and colorectal cancer were published in The Journal of Immunology. In the analysis, researchers observed a significant cancer-specific immune response among patients receiving Oncophage and determined that the immunological mechanism of action is the same for both melanoma and colorectal cancer. -- Antigenics compiled the information requested by the US Food and Drug Administration (FDA) in connection with the partial clinical hold on Phase III clinical trials of Oncophage announced on September 3, 2003, and will meet its previously announced deadline for the submission of this information. -- Antigenics secured a $17.1 million credit facility with GE Capital and issued $31.6 million worth of newly created Series A convertible preferred stock in a private placement with an existing stockholder. Conference Call Information Antigenics executives, including Chairman and CEO Garo Armen, Ph.D., and Chief Medical Officer Jonathan Lewis, MD, Ph.D., 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 2974815. 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 November 6, 2003. The replay number is 800.642.1687 (domestic) or 706.645.9291 (international), and the access code is 2974815. 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 late-stage, 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-707, a Phase I genital herpes immunotherapeutic. This press release contains forward-looking statements, including the statements regarding the applicability of the heat shock protein technology to multiple types of cancer 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. Risks and uncertainties associated with our biotechnology product development and planned commercialization activities include, among others, 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 our products; that budget constraints will limit or slow down our development programs; 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 June 30, 2003, for a discussion of these and other risk factors. In addition, Antigenics announced on September 3, 2003 that the FDA has requested additional product characterization information with respect to Oncophage and that, pending receipt and acceptance of such information, the FDA placed on partial clinical hold the Phase III trials of Oncophage under its investigational new drug (IND) application, which includes trials in kidney cancer and metastatic melanoma. Antigenics cautions investors not to place undue reliance on the forward-looking statements contained in this press release. These statements speak only as of the date of this document, and Antigenics undertakes 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 September 30, 2003 2002 ------- ------- Revenue: Product sales $ 800 $ 547 Research and development - 423 ------- ------- Total revenue 800 970 Operating expenses: Cost of sales 463 331 Research and development 13,404 10,357 General and administrative 5,065 4,253 ------- ------- Operating loss (18,132) (13,971) Interest income, net 140 343 Other income 224 72 ------- ------- Net loss (17,768) (13,556) Deduct dividends on Series A Convertible Preferred Stock 26 - ------- ------- Net loss attributable to common stock $(17,794) $(13,556) ======= ======= Net loss per common share, basic and diluted $ (0.45) $ (0.41) Weighted average number of shares outstanding, basic and diluted 39,474 33,077 Consolidated Balance Sheet Data (in thousands) (unaudited) September 30, 2003 December 31, 2002 ------------------ ----------------- Cash, cash equivalents and short-term investments $ 103,712 $ 58,725 Total assets 152,442 89,063 Total stockholders' equity 123,015 77,757 CONTACT: Antigenics Inc. Investor Relations: Tanya R. Sripanich, 212-994-8266 tsripanich@antigenics.com or Corporate Communications: Sunny Uberoi, 212-994-8206 suberoi@antigenics.com -----END PRIVACY-ENHANCED MESSAGE-----