-----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, J/o7Lwm8XOo5qsocNXFD/UA+Mh04VXuPrTbD4gOe7d6CTmEndwQC+T/oeeujCPlr sRdUrv3iRsZreCIkqq7/sA== 0001157523-09-007389.txt : 20091029 0001157523-09-007389.hdr.sgml : 20091029 20091029071117 ACCESSION NUMBER: 0001157523-09-007389 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091029 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091029 DATE AS OF CHANGE: 20091029 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: 091143133 BUSINESS ADDRESS: STREET 1: 162 FIFTH AVENUE SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-994-8200 MAIL ADDRESS: STREET 1: 162 FIFTH AVENUE SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10010 8-K 1 a6086208.htm 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

October 29, 2009
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

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3 Forbes Road

Lexington, MA

02421

(Address of principal executive offices)

(Zip Code)


781-674-4400
(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 October 29, 2009, Antigenics Inc. announced its financial results for the third quarter ended September 30, 2009. 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

(d) Exhibits

The following exhibit is furnished herewith:

                  99.1     Press Release dated October 29, 2009


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 29, 2009 By:

/s/ Shalini Sharp

 

Shalini Sharp

Chief Financial Officer


EXHIBIT INDEX


Exhibit No.

Description of Exhibit

 
99.1

Press Release dated October 29, 2009

EX-99.1 2 a6086208ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Antigenics Reports Third Quarter 2009 Financial Results

Conference Call Scheduled for Today at 11:00 a.m. Eastern Time

LEXINGTON, Mass.--(BUSINESS WIRE)--October 29, 2009--Antigenics Inc. (NASDAQ: AGEN) reported today its results for the quarter ended September 30, 2009. The company incurred a net loss attributable to common stockholders of $10.8 million, or $0.13 per share, basic and diluted, for the third quarter of 2009, compared with a net loss attributable to common stockholders in the third quarter of 2008 of $11.4 million, or $0.17 per share, basic and diluted. For the nine months ended September 30, 2009, the company incurred a net loss attributable to common stockholders of $32.8 million, or $0.43 per share, basic and diluted, compared with a net loss attributable to common stockholders of $35.5 million, or $0.57 per share, basic and diluted, for the comparable period in 2008. The company’s net cash burn (cash used in operating activities plus capital expenditures and dividend payments) for the three months ended September 30, 2009 and 2008 was $5.8 million and $8.2 million, respectively. The company’s net cash burn for the nine months ended September 30, 2009 and 2008 was $21.3 million and $24.4 million, respectively. The 2009 net cash burn primarily reflects the company’s efforts to support Oncophage in Russia, Europe, and other territories, while also executing cost containment efforts. Cash, cash equivalents and short-term investments amounted to $34.0 million as of September 30, 2009.

Third Quarter 2009 Corporate Update

  • The Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency advised the company at an oral meeting to anticipate a negative opinion on the marketing authorization application for Oncophage® (vitespen) in early-stage, localized renal cell carcinoma (RCC), or kidney cancer. Antigenics is currently evaluating its options to determine the best path forward.
  • The Brain Tumor Research Center at the University of California, San Francisco (UCSF), initiated a new Phase 2 clinical trial of Oncophage in combination with the standard of care - radiation therapy plus Temodar® (temozolomide) - for newly diagnosed glioma patients. The investigator-sponsored study will evaluate median overall survival, progression-free survival and immunologic response.
  • Data from an ongoing Phase 2 clinical trial that is testing Oncophage in recurrent glioma patients was recently presented at the Society of Neuro-Oncology meeting. Results reported in the first 20 patients treated with Oncophage show a median survival of 10.1 months, and to date six patients (30 percent) have survived at or beyond 12 months. These early data show an improvement in overall survival over the previous long-standing historical median survival of 6.5 months, which is also slightly favorable to the recently reported median survival of 9.2 months1 with Avastin® (bevacizumab) in patients with recurrent high-grade glioma.

  • Pre-launch activities for Oncophage in intermediate-risk RCC in Russia continue, as the company explores potential government reimbursement. Antigenics is also exploring the possibility of making Oncophage available to patients in various territories through named patient and similar programs.
  • Antigenics signed an amended and restated license agreement for use of the QS-21 adjuvant in ACC-001, a Phase 2 vaccine under development by JANSSEN Alzheimer Immunotherapy, which recently acquired Elan’s Alzheimer's Immunotherapy Program. They will now have the right to manufacture QS-21 for this indication, and the agreement calls for upfront and milestone payments to Antigenics, as well as royalties for at least 10 years after first commercial sale.
  • Four vaccines containing QS-21 under development by partners such as GlaxoSmithKline are currently being tested in Phase 3 clinical trials, with eight in Phase 2, three in Phase 1, and several in preclinical development. Antigenics is generally entitled to receive milestones as products advance in development as well as royalties for at least 10 years after commercial launch with minimal associated expense.
  • In August, Antigenics raised $20 million through two separate private placements of common stock and warrants to various institutional investors. Net proceeds to the company were nearly $18.6 million. At the company’s current net cash burn rate, it has sufficient funds to sustain operations into 2011.
  • In the third quarter of 2009, Antigenics further reduced its debt balance through the exchange of 424,330 common shares for approximately $1.3 million in face value of its 2005 convertible notes. This resulted in a net gain of approximately $167,000 for the quarter ended September 30, 2009. The total amount of debt extinguished to date is expected to result in annualized savings of $1.6 million in cash interest.

Conference Call Information

Antigenics executives will host a conference call at 11:00 a.m. Eastern Time today. To access the live call, dial (877) 762-5772 (domestic) or (706) 643-6986 (international); the access code is 37318218. 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 Eastern Time on November 12, 2009. The replay number is (800) 642-1687 (domestic) or (706) 645-9291 (international), and the access code is 37318218. The replay will also be available on the company’s website approximately two hours after the live call.


About Antigenics

Antigenics is a biotechnology company working to develop treatments for cancers and infectious diseases. For more information, please visit www.antigenics.com.

This earnings release contains forward-looking statements, including statements regarding anticipated regulatory decisions and strategies; development and commercialization efforts and clinical trial activities of the company and its licensees and collaborators; and the cash position of the company. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, decisions by regulatory authorities, physicians patients, and our licensees and collaborators; the possibility that clinical trial results will not be as favorable; the inability to secure local distributors and payment mechanisms in Russia or any other jurisdiction in which Antigenics may obtain product approval; the ability to raise capital and finance future activities; Antigenics’ dependence on its collaborative partners to successfully develop and commercialize products; and the factors described under the Risk Factors Section of our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission for the period ended June 30, 2009. Antigenics cautions investors not to place considerable reliance on the forward-looking statements contained in this 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.

1 Friedman HS, Prados MD, Wen PY, et al. Bevacizumab alone and in combination with irinotecan in recurrent glioblastoma. Journal of Clinical Oncology 2009; 27:4733-4740.


 
Summary Consolidated Financial Information
 
 
Condensed Consolidated Statements of Operations Data
(in thousands, except per share data)
(unaudited)
       
Three months ended September 30, Nine months ended September 30,
  2009     2008     2009     2008  

 

(as adjusted)

(as adjusted)
 
Revenue $ 896 $ 685 $ 2,787 $ 2,130
 
Operating expenses:
Research and development 3,747 5,396 13,680 16,965
General and administrative 3,515 5,132 11,589 16,142
       
Operating loss (6,366 ) (9,843 ) (22,482 ) (30,977 )
 
Other expense, net 4,246 1,401 9,695 3,899
       
Net loss (10,612 ) (11,244 ) (32,177 ) (34,876 )
 

Dividends on Series A convertible preferred
stock

(198 ) (198 ) (593 ) (593 )
       

Net loss attributable to common
stockholders

$ (10,810 ) $ (11,442 ) $ (32,770 ) $ (35,469 )
 
Per common share data, basic and diluted:

Net loss attributable to common
stockholders

$ (0.13 ) $ (0.17 ) $ (0.43 ) $ (0.57 )
 

Weighted average number of common
shares outstanding, basic and diluted

85,802 66,209 75,335 62,195
 
 
 
Condensed Consolidated Balance Sheet Data

(in thousands)

(unaudited)
 
September 30, 2009 December 31, 2008
(as adjusted)

Cash, cash equivalents, and short-term
investments

$ 34,008 $ 34,463
Total assets 51,350 56,822
Total stockholders' deficit (18,910 ) (20,330 )
 
 

Note - The results for the three and nine months ended September 30, 2008 have been retrospectively adjusted to reflect
the company’s adoption on January 1, 2009 of FASB ASC 470-20, Debt, Debt with Conversion and Other Options, resulting in
additional non-cash interest expense of $313,000 and $919,000 respectively. During the three and nine months ended
September 30, 2009, the company recognized non-cash interest expenses of $117,000 and $502,000 respectively related to
FASB ASC 470-20. On January 1, 2009, the company also adopted the provisions of FASB ASC 815-40, Derivatives and
Hedging, Contracts in an Entity's Own Equity. Accordingly, the company reclassified $2,713,000 from long-term debt to
derivative liabilities and the cumulative effect of the change in accounting principle in the amount of $716,000 was
recognized as an adjustment to the opening balance of stockholders’ deficit.

CONTACT:
Antigenics Inc.
Media:
Brad Miles, 212-477-9007 x17
or
Investors:
Shalini Sharp, 800-962-2436

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