-----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, THwqHZekafpY1GKUZRo2e77MJZzgpg+TsYLEVqkTR2c8fWbiWHJ0jlxRK2V3tiBP Pabc+bXJ3btFRlYF3j41sg== 0001157523-06-007658.txt : 20060801 0001157523-06-007658.hdr.sgml : 20060801 20060801070017 ACCESSION NUMBER: 0001157523-06-007658 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060801 DATE AS OF CHANGE: 20060801 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: 06992555 BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2100 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 212-994-8200 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE SUITE 2100 CITY: NEW YORK STATE: NY ZIP: 10111 8-K 1 a5199842.txt ANTIGENICS INC. 8-K 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 August 1, 2006 Date of Report (Date of earliest event reported) ANTIGENICS INC. (Exact name of registrant as specified in its charter) DELAWARE 000-29089 06-1562417 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 630 Fifth Avenue, Suite 2100 New York, NY 10111 10111 (Address of principal executive offices) (Zip Code) 212-994-8200 (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 August 1, 2006, Antigenics Inc. announced its financial results for the quarter ended June 30, 2006. 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. Item 9.01 Financial Statements and Exhibits (c) Exhibits The following exhibit is furnished herewith: 99.1 Press Release dated August 1, 2006 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: August 1, 2006 By: /s/ Garo H. Armen -------------------------------- Garo H. Armen, Ph.D. Chairman and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 99.1 Press Release dated August 1, 2006 EX-99.1 2 a5199842ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Antigenics Reports Second Quarter 2006 Financial Results NEW YORK--(BUSINESS WIRE)--Aug. 1, 2006--Antigenics Inc. (NASDAQ: AGEN) reported results today for the quarter ended June 30, 2006. The company incurred a net loss attributable to common stockholders of $14.3 million, or $0.31 per share, basic and diluted, for the second quarter of 2006, compared with a net loss attributable to common stockholders in the second quarter of 2005 of $21.3 million, or $0.47 per share, basic and diluted. The decreased loss reflects, among other factors, the company's ongoing commitment to reducing cash burn. Research and development costs decreased to $7.9 million in the quarter ended June 30, 2006, compared with $13.1 million for the quarter ended June 30, 2005. General and administrative expenses decreased to $5.4 million in the quarter ended June 30, 2006, compared with $7.5 million in the same period in 2005. As a result of the adoption of Statement of Financial Standards No. 123R, effective January 1, 2006, Antigenics incurred a non-cash charge related to the expensing of stock-based compensation of $1.0 million, or $0.02 per share, basic and diluted, in the second quarter of 2006. Of this charge, $0.1 million was included in research and development costs, and $0.9 million was included in general and administrative expenses. Cash, cash equivalents and short-term investments amounted to $31.9 million on June 30, 2006. Subsequent to the end of the quarter, Antigenics received a $3 million cash payment related to QS-21. "In the past year we have significantly reduced our burn rate while simultaneously positioning Antigenics to maximize the value of our most important assets, including Oncophage, QS-21, Aroplatin and AG-707," said Garo H. Armen, PhD, chairman and CEO of Antigenics. "Additional analysis of our Phase 3 trials in kidney cancer and melanoma indicates that Oncophage is associated with clinically meaningful benefit in better-prognosis patients. In addition, our new QS-21 license and supply agreements with GlaxoSmithKline represent an important collaboration for both companies as a new generation of prophylactic and therapeutic vaccines nears commercialization." Corporate Update -- Antigenics recently announced the expansion of its QS-21 Stimulon(R) adjuvant license and supply agreements with GlaxoSmithKline Biologics (GSK). Antigenics will receive manufacturing fees, milestone payments and royalties on net sales for at least 10 years after first commercial sale. -- QS-21 is currently being used in 20 clinical-stage product candidates in development by six of Antigenics' collaborative partners. The first product could launch as early as 2010. -- Recent data from Phase 3 trials in nonmetastatic kidney cancer and metastatic melanoma indicate that Oncophage(R) (vitespen) shows clinically significant anticancer activity in better-prognosis patients, which corroborates extensive preclinical research. In the kidney cancer trial, Oncophage was associated with a 43-percent improvement in recurrence-free survival (P = 0.018; hazard ratio = 0.567) in a subset of 361 better-prognosis nonmetastatic kidney cancer patients. In the melanoma trial, Oncophage was associated with a 143-percent improvement in overall survival (P = 0.017; hazard ratio = 0.427) in a subset of earlier-stage metastatic melanoma patients receiving at least 10 doses of vaccine. -- Antigenics continues to follow patients for overall survival and recurrence-free survival in its Phase 3 study of Oncophage in nonmetastatic kidney cancer. The company is exploring the most expeditious development and commercialization path for this product. -- Enrollment in the Phase 1 study of Aroplatin(TM) (L-NDDP) in solid tumors and B-cell lymphomas has proceeded at a rapid pace. Due to the specific biodistribution characteristics of Aroplatin and a high unmet medical need, pancreatic cancer has been identified as a potential path forward for this product. -- Enrollment continues in Antigenics' Phase 1 trial of AG-707 in genital herpes as well as for an investigator-sponsored Phase 1/2 study of Oncophage in recurrent glioma, being conducted at the University of California, San Francisco. The first cohort of patients in the glioma study has been fully enrolled. -- As announced in July, Shalini Sharp will succeed Peter Thornton as chief financial officer as of September 30, 2006. Additionally, Christine Klaskin will become vice president of finance. 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 3169931. 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 15, 2006. The replay number is 800.642.1687 (domestic) or 706.645.9291 (international), and the access code is 3169931. The replay will also be available on the company's website approximately two hours after the live call. About Antigenics Antigenics (NASDAQ: AGEN) is a biotechnology company working to develop treatments for cancers, infectious diseases and autoimmune disorders. The company's investigational product portfolio includes Oncophage(R) (vitespen), a patient-specific therapeutic cancer vaccine being evaluated in several indications; Aroplatin(TM) (L-NDDP), a liposomal, third-generation platinum chemotherapeutic; ATRA-IV, a liposomal retinoic acid; AG-707, a therapeutic vaccine for the treatment of genital herpes; AU-801, a preclinical program targeting autoimmune disorders; and QS-21, an adjuvant being evaluated by Antigenics' corporate partners in several late-stage clinical trials. For more information, please visit www.antigenics.com. This press release contains forward-looking statements, including statements regarding the company's ongoing commitment to reduce cash burn; the company's potential revenue from development milestones, manufacturing fees and royalties under its QS-21 agreements with GSK; the development of products containing QS-21 by the company's collaborative partners and licensees; the company's ongoing collection of data from its Oncophage Phase 3 Part 1 kidney cancer trial and the future clinical development and commercialization of Oncophage; and its future preclinical and Phase 1 clinical programs involving Aroplatin and AG-707, and potential development paths. These risks and uncertainties include, among others, the risk of unfavorable data resulting from the analysis of the Oncophage Phase 3 Part 1 kidney cancer trial data; retention of key employees; clinical trial enrollment; decisions by collaborative partners and licensees; decisions by regulatory agencies; timing and results of clinical and preclinical studies; and the factors described under Factors That May Impact Future Results in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of Antigenics' Form 10-Q as filed with the Securities and Exchange Commission on May 12, 2006. 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 Condensed 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, 2006 2005 2006 2005 --------- --------- --------- --------- Revenue $96 $85 $156 $205 Operating expenses: Research and development 7,866 13,093 16,376 24,396 General and administrative 5,407 7,471 11,283 14,271 Restructuring costs 645 606 1,374 606 --------- --------- --------- --------- Operating loss (13,822) (21,085) (28,877) (39,068) Other expense, net (266) (43) (445) (63) --------- --------- --------- --------- Net loss (14,088) (21,128) (29,322) (39,131) Dividends on Series A convertible preferred stock (198) (198) (395) (395) --------- --------- --------- --------- Net loss attributable to common stockholders $(14,286) $(21,326) $(29,717) $(39,526) ========= ========= ========= ========= Per common share data, basic and diluted: Net loss attributable to common stockholders $(0.31) $(0.47) $(0.65) $(0.87) Weighted average number of common shares outstanding, basic and diluted 45,811 45,564 45,757 45,563 Condensed Consolidated Balance Sheet Data (in thousands) (unaudited) June December 30, 31, 2006 2005 -------- -------- Cash, cash equivalents and short-term investments $31,867 $61,748 Total assets 69,130 104,151 Total stockholders' equity 3,047 31,899 CONTACT: Antigenics Investor Relations Shalini Sharp, 800-962-2436 ir@antigenics.com or Corporate Communications Sunny Uberoi, 212-994-8206 suberoi@antigenics.com -----END PRIVACY-ENHANCED MESSAGE-----