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
Date of Report (Date of earliest event reported) April 28, 2011
AGENUS 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) |
Registrant's telephone number, including area code: 781-674-4400
________________________________________________________________________________
(Former name or former address, if changed since last report)
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: | ||
[ ] | 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 April 28, 2011, Agenus Inc. announced its financial results for the quarter ended March 31, 2011. 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 April 28, 2011
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AGENUS INC.
(Registrant) |
||
April 28, 2011
(Date) |
/s/ GARO H. ARMEN
Garo H. Armen Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | Description of Exhibit | |
99.1 | Press Release dated April 28, 2011 |
EXHIBIT 99.1
LEXINGTON, Mass., April 28, 2011 (GLOBE NEWSWIRE) -- Agenus Inc. (Nasdaq:AGEN) reported today its results for the first quarter of 2011. The company reported a net loss attributable to common stockholders of $6.2 million, or $0.05 per share, basic and diluted, for the first quarter of 2011, compared with a net loss attributable to common stockholders in the first quarter of 2010 of $9.0 million, or $0.10 per share, basic and diluted. The company's net cash burn (cash used in operating activities plus capital expenditures and dividend payments) for the first quarter of 2011 and 2010 was $4.9 million and $6.1 million, respectively. The 2011 net cash burn figure primarily reflects the company's efforts to support the Prophage Series of vaccines. Cash, cash equivalents and short-term investments were $15.6 million as of March 31, 2011.
Agenus has addressed approximately $85 million of its near term debt obligations. The company has retired approximately $50 million of its 5.25% convertible subordinated notes and on February 24, 2011, announced that it had restructured and extended the maturity of its 8.00% senior secured convertible notes from August 30, 2011 to August 31, 2014. These notes have an aggregate current principal amount of approximately $34.7 million.
On April 11, 2011, Agenus executed an amendment to the company's Lexington, Massachusetts lease; it is estimated that this amendment will decrease the company's facilities costs by an average of approximately $1.5 million annually over the term of the lease.
Corporate Update
Agenus' current clinical development focus is on the Prophage Series G vaccines (HSPPC-96; vitespen), which are being studied in two different settings of glioma, newly diagnosed and recurrent disease. Glioma is the deadliest form of brain cancer with an average survival of six to 14 months.
A Phase 2 trial testing the Prophage Series vaccine, G-100, in patients with newly-diagnosed glioma is actively enrolling with approximately 20 patients already treated. In this trial, G-100 is being used on top of the standard of care, which includes Temodar (Merck; temozolomide) and radiation. It is believed that the efficacy of G-100 could potentially be enhanced through this combination regimen.
Based on promising early signals the trial is being expanded beyond University of California, San Francisco (UCSF) to include up to 10 prominent brain tumor research centers across the U.S. It is anticipated that this expansion will aid in advancing the program more rapidly into a potential late-stage trial for regulatory approval. Please refer to www.clinicaltrials.gov for additional details regarding the study, including the status of participating centers.
Data from the Phase 2 trial of Prophage vaccine, G-200, in recurrent glioma will be presented in a poster presentation at the 2011 ASCO Annual Meeting. Promising overall survival results from this trial support advancement of Prophage G-200 into a randomized study using a combination regimen, which may include Avastin® (bevacizumab). Evidence from the literature suggests there is rationale for potential synergies between bevacizumab and a cancer vaccine such as Prophage G-200.
In addition, Agenus, in conjunction with UCSF, is working to initiate a Phase 1 trial testing the Prophage Series vaccine, NP-150, in pediatric brain tumors by mid-year.
The company continues to explore development and commercial partnerships for the Prophage Series of cancer vaccines on both a global and regional basis.
Conference Call Information
Agenus executives will host a conference call at 11:00 a.m. Eastern Time today. To access the live call, dial 877.475.3568 (domestic) or 678.809.3092 (international); the access code is 60618309. The call will also be webcast and will be accessible from the company's website at www.agenusbio.com/webcast/. A replay will be available approximately two hours after the call through midnight Eastern Time on October 28, 2011. The replay number is 800.642.1687 (domestic) or 706.645.9291 (international), and the access code is 60618309. The replay will also be available on the company's website approximately two hours after the live call.
About Agenus
Agenus Inc. is a biotechnology company working to develop treatments for cancers and infectious diseases. For more information, please visit www.agenusbio.com.
The Agenus logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=8187
Forward-Looking Statement
This earnings release contains forward-looking statements, including statements regarding development, commercialization and partnering efforts; clinical trial activities; data, results and timelines 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 existing and potential licensees and collaborators; the possibility that clinical trial results will not be favorable; the inability to secure favorable partnering arrangements; the ability to raise capital and finance future activities and maintain our listing on the NASDAQ Capital Market; Agenus' dependence on its collaborative partners to successfully develop and commercialize products; and the factors described under the Risk Factors section of our Annual Report on Form 10-K filed with the Securities and Exchange Commission for the period ended December 31, 2010. Agenus 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 Agenus undertakes no obligation to update or revise the statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Agenus' business is subject to substantial risks and uncertainties, including those identified above. When evaluating Agenus' business and securities, investors should give careful consideration to these risks and uncertainties.
Oncophage and Stimulon are registered trademarks of Agenus Inc. and its subsidiaries. Avastin is a registered trademark of Genentech.
Summary Consolidated Financial Information | ||
Condensed Consolidated Statements of Operations Data | ||
(in thousands, except per share data) | ||
(unaudited) | ||
Three months ended March 31, | ||
2011 | 2010 | |
Revenue | $ 672 | $ 936 |
Operating expenses: | ||
Research and development | 2,815 | 4,631 |
General and administrative | 2,879 | 3,566 |
Operating loss | (5,022) | (7,261) |
Other expense, net | (941) | (1,550) |
Net loss | (5,963) | (8,811) |
Dividends on Series A convertible preferred stock | (198) | (198) |
Net loss attributable to common stockholders | $ (6,161) | $ (9,009) |
Per common share data, basic and diluted: | ||
Net loss attributable to common stockholders | $ (0.05) | $ (0.10) |
Weighted average number of common shares outstanding, basic and diluted | 112,869 | 90,982 |
Condensed Consolidated Balance Sheet Data | ||
(in thousands) | ||
(unaudited) | ||
March 31, 2011 | December 31, 2010 | |
Cash, cash equivalents and short-term investments | $ 15,629 | $ 19,782 |
Total assets | 26,427 | 30,907 |
Total stockholders' deficit | (12,457) | (14,707) |
CONTACT: Investors: Shalini Sharp, 800.962.2436