-----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, NOw42bjGYyK8Bi1yCbc75YPasa1q6loN+qrcM52Fov8JzcbbepyieYyicWoD/nR+ H6a7tzSvC+IsNzUxtMkd5Q== 0001157523-04-006681.txt : 20040722 0001157523-04-006681.hdr.sgml : 20040722 20040722110255 ACCESSION NUMBER: 0001157523-04-006681 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040722 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040722 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: 04925814 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 a4685701.txt ANTIGENICS, INC. 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 22, 2004 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 July 22, 2004 ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION On July 22, 2004, Antigenics Inc. announced its financial results for the quarter ended June 30, 2004. 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. 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 22, 2004 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 22, 2004 EX-99.1 2 a4685701ex991.txt NEWS RELEASE Exhibit 99.1 Antigenics Reports Second Quarter 2004 Financial Results and Recent Highlights Business Editors/Health/Medical Writers BIOWIRE2K NEW YORK--(BUSINESS WIRE)--July 22, 2004--Antigenics Inc. (NASDAQ: AGEN) reported results today for the quarter ended June 30, 2004. The company incurred a net loss attributable to common stockholders of $3.3 million, or $0.07 per share, basic and diluted, for the second quarter of 2004. This is compared with a net loss attributable to common stockholders in the second quarter of 2003 of $16.6 million, or $0.42 per share, basic and diluted. Research and development costs were $10.9 million in the second quarter of 2004, compared with $11.8 million for the same period in 2003. The reduced net loss in the quarter ended June 30, 2004, reflects the recognized gain of $14 million from the sale of the company's manufacturing rights for feline leukemia virus vaccine. In accordance with accounting principles generally accepted in the United States, this business has been accounted for as a discontinued operation in the condensed consolidated statements of operations data presented below in both the current and prior periods. For the quarter ended June 30, 2004, the company incurred a loss from continuing operations of $17.0 million or $0.38 per share, basic and diluted. This is compared with a loss from continuing operations in the second quarter of 2003 of $16.8 million or $0.43 per share, basic and diluted. Cash, cash equivalents and short-term investments equaled $117.5 million on June 30, 2004. "We continue with our steady progress towards completion of our Phase 3 trials, as well as a number of very important precommercialization activities," said Garo H. Armen, PhD, chairman and CEO of Antigenics. "In addition, we have made important advancements in our next-generation Oncophage technology, which has the potential to significantly expand the types of cancers we address." Recent Highlights -- At the 40th annual meeting of the American Society of Clinical Oncology (ASCO), findings from two clinical trials of Oncophage(R) (HSPPC-96) were presented. Investigators from the Istituto Nazionale Tumori in Milan, Italy, presented findings from a Phase 2 trial of Oncophage as part of combination treatment for metastatic melanoma. In addition, demographic data were published from the company's Phase 3 trial of Oncophage in renal cell carcinoma. -- A Type A Meeting was held with the medical review team of the US Food and Drug Administration (FDA) to discuss the Oncophage product registration strategy for renal cell carcinoma. The agency expressed agreement with the proposed registration plan as presented by Antigenics. -- In advance of filing an investigational new drug (IND) application for AG-707 for genital herpes, a pre-IND meeting was held with the FDA. We expect to submit an IND in the next several months and commence enrollment shortly thereafter. -- Significant progress has been made in the development of the next-generation Oncophage program. Antigenics has developed a method to increase the yield using a new process. This technology, when implemented, will result in a substantial increase in yields of autologous product, allowing for much smaller tumor samples to be processed for manufacturing of vaccine. -- A new Aroplatin(TM) formulation has been identified that will offer increased product stability, activity and scalability for commercialization. Preclinical testing will conclude later this year, allowing for further clinical development to commence. -- In June, Peter Thornton was appointed as Chief Financial Officer and Senior Vice President. Conference Call Information Antigenics executives will host a conference call at 11:00 a.m. ET today. To access the live call, dial 888.271.9082 (domestic) or 706.679.7741 (international); the access code is 8680871. The call will also be webcast and will be accessible from the company's website at www.antigenics.com/webcast/. A replay will be available approximately two hours after the call through midnight ET on August 5, 2004. The replay number is 800.642.1687 (domestic) or 706.645.9291 (international), and the access code is 8680871. The replay will also be available on the company's website approximately two hours after the live call. 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 renal cell carcinoma and metastatic melanoma. Antigenics' portfolio also includes AG-858, a personalized cancer vaccine in Phase 2 development; Aroplatin, a Phase 2 liposomal chemotherapeutic; and AG-702/AG-707, a Phase 1 genital herpes program. For more information about Antigenics, please visit www.antigenics.com. This press release contains forward-looking statements, including statements regarding our ability to develop a next-generation Oncophage; that a next-generation Oncophage will expand the types of cancer we are able to address; potential commercialization of Oncophage; and future clinical development of Oncophage. 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 relating to commercialization of Oncophage include, among others, the results from ongoing Phase 3 clinical trials; the need for and extent of additional clinical trials; the need to resolve product characterization issues; whether any regulatory agencies will consider the ongoing Phase 3 clinical trials pivotal for purposes of product registration; and the factors described in the company's periodic filings with the Securities and Exchange Commission. Risks and uncertainties regarding development of next-generation Oncophage and other product candidates include the ability to demonstrate that the product candidates are safe, effective and well characterized; to manufacture the product candidates; to enroll sufficient patients in clinical trials; and to obtain regulatory approvals. Please see the disclosure under the heading "Factors That May Impact Future Results" in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of the Antigenics Annual Report on Form 10-Q for the quarter ended March 31, 2004, for a more complete discussion of these and other risk factors. Antigenics cautions investors not to place considerable 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. Antigenics' business is subject to substantial risks and uncertainties, including those identified above. When evaluating Antigenics' business and securities, investors should give careful consideration to these risks and uncertainties. Summary Consolidated Financial Information Condensed Consolidated Statements of Operations Data (in thousands, except per share data) (unaudited) Three months ended Six months ended June 30, June 30, 2004 2003 2004 2003 ---------- ---------- ---------- ---------- Revenue $ 187 $ 33 $ 296 $ 928 Operating expenses: Research and development 10,879 11,757 21,825 21,878 General and administrative 6,576 5,351 12,121 9,954 ---------- ---------- ---------- ---------- Operating loss (17,268) (17,075) (33,650) (30,904) Other income, net 225 317 377 651 ---------- ---------- ---------- ---------- Loss from continuing operations (17,043) (16,758) (33,273) (30,253) Income from discontinued operations (including gain on disposal of $14 million in 2004) 13,960 139 13,034 143 ---------- ---------- ---------- ---------- Net Loss (3,083) (16,619) (20,239) (30,110) Dividends on Series A Convertible Preferred Stock (198) - (395) - ---------- ---------- ---------- ---------- Net loss attributable to common stockholders $ (3,281) $ (16,619) $(20,634) $(30,110) ========== ========== ========== ========== Per common share data: Loss from continuing operations, basic and diluted $ (0.38) $ (0.43) $ (0.76) $ (0.79) Net loss attributable to common stockholders, basic and diluted $ (0.07) $ (0.42) $ (0.47) $ (0.78) Weighted average number of common shares outstanding, basic and diluted 45,068 39,385 43,923 38,485 Consolidated Balance Sheet data (in thousands) (unaudited) June 30, Dec. 31, 2004 2003 ---------- ---------- Cash, cash equivalents and short-term investments $117,483 $ 89,478 Total assets 167,830 140,080 Total stockholders' equity 139,185 105,246 CONTACT: Antigenics Inc. Investor Relations Jack Howarth, 212-994-8244 jhowarth@antigenics.com or Corporate Communications Sunny Uberoi, 212-994-8206 suberoi@antigenics.com -----END PRIVACY-ENHANCED MESSAGE-----