0001144204-12-059063.txt : 20121102 0001144204-12-059063.hdr.sgml : 20121102 20121102073604 ACCESSION NUMBER: 0001144204-12-059063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121102 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121102 DATE AS OF CHANGE: 20121102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THRESHOLD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001183765 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943409596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32979 FILM NUMBER: 121175075 BUSINESS ADDRESS: STREET 1: 170 HARBOR WAY STREET 2: SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650 474 8200 MAIL ADDRESS: STREET 1: 170 HARBOR WAY STREET 2: SUITE 300 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 8-K 1 v327241_8k.htm 8-K

 


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

 

November 2, 2012

Date of Report

(Date of earliest event reported)

 


 

THRESHOLD PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

 


 

         
Delaware   001-32979   94-3409596
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

170 Harbor Way, Suite 300

South San Francisco, California 94080

(Address of principal executive offices) (Zip code)

 

(650) 474-8200

(Registrant’s telephone number, including area code)

 

 

(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 November 2, 2012, Threshold Pharmaceuticals, Inc. issued a press release regarding its financial results for the third quarter ended September 30, 2012.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report. The press release contains statements intended as “forward-looking statements” which are subject to the cautionary statements about forward-looking statements set forth therein.

 

The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

  

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

     

Exhibit No.

 

Description

99.1                    Press Release of Threshold Pharmaceuticals, Inc. dated November 2, 2012 regarding its financial results for the third quarter ended September 30, 2012, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

 

 
 


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.

 

         
    Threshold Pharmaceuticals, Inc.
     
Date:   November 2, 2012   By:  

/s/ Joel A. Fernandes

        Joel A. Fernandes
        Vice President, Finance and Controller
         

 

 
 


EXHIBIT INDEX

 

     

Exhibit No.

 

Description

99.1                    Press Release of Threshold Pharmaceuticals, Inc. dated November 2, 2012 regarding its financial results for the third quarter ended September 30, 2012, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.

 

 

 

 

EX-99.1 2 v327241_ex99-1.htm EXHIBIT 99.1

 

Description: Threshold Pharmaceuticals NEWS RELEASE

 

Contact

Laura Hansen, Ph.D.

Senior Director, Corporate Communications

Phone: 650-474-8206

E-mail: lhansen@thresholdpharm.com

 

Threshold Pharmaceuticals Reports Third Quarter 2012 Financial and Operational Results

 

SOUTH SAN FRANCISCO, CA – November 2, 2012 – Threshold Pharmaceuticals, Inc. (Nasdaq: THLD) today reported financial results for the third quarter ended September 30, 2012. Revenue for the third quarter ended September 30, 2012 was $1.8 million. The operating loss for the third quarter ended September 30, 2012 was $4.0 million. The net loss for the third quarter ended September 30, 2012 was $1.0 million, which included the operating loss of $4.0 million and non-cash income of $3.0 million related to the changes in fair value of the Company’s outstanding and exercised warrants and was classified as other income (expense). As of September 30, 2012, Threshold had $65.8 million in cash, cash equivalents and marketable securities, with no debt outstanding.

 

Threshold recognized revenue of $1.8 million in the third quarter of 2012, related to a $25 million upfront payment and $32.5 million in milestone payments earned during the first quarter of 2012 as part of the global license and co-development agreement for TH-302 with Merck KGaA, Darmstadt, Germany. Subsequent to the third quarter of 2012, Threshold earned an additional $10 million milestone payment. The revenue from the upfront payment and milestone payments earned under the agreement is being amortized over the relevant performance period, rather than being immediately recognized when the upfront payment and milestone is earned or received. To date, the Company has received $45 million in upfront and milestone payments.  The remaining $22.5 million in earned milestone payments will be paid during the fourth quarter of 2012.  Threshold could also receive an additional $42.5 million in potential milestone payments in the near term.

 

The net loss for the third quarter of 2012 was $1.0 million compared to a net loss of $4.0 million for the third quarter of 2011. Included in the net loss for the third quarter of 2012 was non-cash income of $3.0 million compared to non-cash income of $3.7 million in the third quarter of 2011. The non-cash income is related to the change in fair value of the Company’s outstanding and exercised warrants and was classified as other income (expense). Operating loss for the third quarter of 2012 was $4.0 million compared to $7.8 million for the third quarter of 2011. Research and development expenses were $4.0 million for the third quarter of 2012, compared to $6.5 million for the third quarter of 2011. The $2.5 million decrease in research and development expenses are primarily related to the $4.8 million reimbursement credit obtained as part of Merck’s 70% share of total TH-302 development funding under the Merck collaboration, partially offset by an increase of $2.5 million in clinical development and employee related expenses.

  

 
 

 

Description: Threshold Pharmaceuticals NEWS RELEASE

 

General and administrative expenses were $1.7 million for the third quarter of 2012 versus $1.3 million for the third quarter of 2011. The $0.4 million increase in general and administrative expenses was due to an increase in employee related expenses. Non-cash stock-based compensation expense included in operating expenses was $0.9 million for the third quarter of 2012 versus $0.3 million for the third quarter of 2011. The increase in stock-based compensation expense is due to the amortization of a greater number of options with a higher fair value.

 

For the nine months ended September 30, 2012, cash provided by operating activities was $24.9 million. During the quarter ended September 30, 2012, the Company received approximately $1.6 million from the exercise of warrants to purchase approximately 0.9 million shares of common stock. As of September 30, 2012, Threshold had $65.8 million in cash, cash equivalents and marketable securities.

 

Clinical Development Update

 

Threshold is evaluating TH-302, its lead hypoxia-targeted drug, in patients with various solid tumors and hematologic malignancies. Threshold has several ongoing clinical trials of TH-302, including the most advanced "406 trial,” a pivotal Phase 3, randomized controlled trial in combination with doxorubicin in patients with metastatic or locally advanced unresectable soft tissue sarcoma. The "404 trial" is a randomized Phase 2 trial investigating two dose levels of TH-302 in combination with gemcitabine versus gemcitabine alone in patients with advanced pancreatic adenocarcinoma. The "407 trial" is a Phase 1 monotherapy trial in patients with advanced leukemias. The “408 trial” is a Phase 1/2 trial exploring TH-302 monotherapy and in combination with bortezomib in patients with multiple myeloma. The “410 trial” is a Phase 1/2 trial in combination with sunitinib in patients with renal cell carcinoma, gastrointestinal stromal tumors or pancreatic neuroendocrine tumors. To date, across all clinical trials, TH-302 has been administered to more than 700 patients with cancer.

 

Key accomplishments during the quarter were as follows:

 

·Updated data including the overall survival results from the “404 trial” evaluating TH-302 in patients with first-line advanced pancreatic cancer were presented at the European Society for Medical Oncology (ESMO) 2012 Congress in Vienna, Austria.
·First data from an ongoing dose-escalation Phase 1/2 investigator-sponsored clinical trial evaluating the safety and efficacy of TH-302 in combination with bevacizumab in patients with recurrent glioblastoma were also reported at the ESMO 2012 Congress.
·The U.S. Food and Drug Administration (FDA) reached agreement with the U.S. affiliate of Merck KGaA covering a Special Protocol Assessment (SPA) for a Phase 3 randomized trial of TH-302 in patients with metastatic or locally advanced unresectable pancreatic cancer.

 

 
 

 

Description: Threshold Pharmaceuticals NEWS RELEASE

 

Key Milestones

 

Threshold currently anticipates the following key near term clinical milestones for TH-302:

 

·Merck to initiate the planned pivotal Phase 3 randomized study in patients with first-line pancreatic cancer.
·Provide an update in the first half of 2013 on the interim progression free survival futility analysis for the “406 trial”.

 

About TH-302

TH-302 is a hypoxia-targeted drug designed to be activated under tumor hypoxic conditions, a hallmark of many cancers. Areas of low oxygen levels (hypoxia) are common in many solid tumors due to insufficient blood vessel growth. Similarly, the bone marrow of patients with hematological malignancies has also been shown, in some cases, to be extremely hypoxic.

 

TH-302 has been investigated in over 700 patients in Phase 1/2 clinical trials to date in a broad spectrum of tumor types, both as a monotherapy and in combination with chemotherapy treatments and other targeted cancer drugs. Threshold has several additional ongoing clinical trials, the most advanced of which is a Phase 3 pivotal study evaluating TH-302 in combination with doxorubicin versus doxorubicin alone in patients with soft tissue sarcoma. In February 2012, Threshold signed a global license and co-development agreement for TH-302 with Merck KGaA, Darmstadt, Germany.

 

About Threshold Pharmaceuticals

Threshold is a biotechnology company focused on the discovery and development of drugs targeting Tumor Hypoxia, the low oxygen condition found in microenvironments of most solid tumors as well as the bone marrows of some hematologic malignancies. This approach offers broad potential to treat a variety of cancers. By selectively targeting tumor cells, we are building a pipeline of drugs that hold promise to be more effective and less toxic to healthy tissues than conventional anticancer drugs. For additional information, please visit our website (www.thresholdpharm.com).

 

Forward-Looking Statements

Except for statements of historical fact, the statements in this press release are forward-looking statements, including statements regarding Threshold's product candidates, anticipated milestones, clinical trials and anticipated results and announcements, potential therapeutic uses and benefits of TH-302 and financial results, estimates, projections and requirements, including anticipated and potential payments from Merck KGaA. These statements involve risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. Potential risks and uncertainties include, but are not limited to, Threshold's ability to enroll or complete its anticipated clinical trials, the time and expense required to conduct such clinical trials and analyze data, whether Merck elects to initiate additional trials, issues arising in the regulatory or manufacturing process and the results of such clinical trials (including product safety issues and efficacy results). Further information regarding these and other risks is included under the heading "Risk Factors" in Threshold's Quarterly Report on Form 10-Q, which has been filed with the Securities Exchange Commission on August 6, 2012 and is available from the SEC's website (www.sec.gov) and on our website (www.thresholdpharm.com) under the heading "Investors." We undertake no duty to update any forward-looking statement made in this news release.

 

 
 

 

Description: Threshold Pharmaceuticals NEWS RELEASE

 

THRESHOLD PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2012   2011   2012   2011 
                 
                 
Revenue  $1,797   $-   $3,846   $- 
                     
Operating expenses                    
  Research and development   4,039    6,481    12,623    17,646 
  General and administrative   1,741    1,308    5,229    4,290 
     Total Operating Expenses   5,780    7,789   17,852   21,936 
                     
    Loss from operations   (3,983)   (7,789)   (14,006)   (21,936)
                     
  Interest income (expense), net   25    6    55    21 
  Other income (expense) (1)   2,967    3,658    (85,572)   1,537 
       Net loss  $(991)  $(4,125)  $(99,523)  $(20,378)
                     
                     
Net loss per common share                    
  Basic  $(0.02)  $(0.08)  $(1.86)  $(0.45)
  Diluted  $(0.06)  $(0.08)  $(1.86)  $(0.45)
                     
Weighted-average shares used in per common                    
 share calculation:                    
 Basic   55,654    49,052    53,516    44,812 
 Diluted   64,405    49,052    53,516    44,812 

 

(1)Noncash income (expense) related to change in the fair value of the Company's outstanding and exercised warrants, classified as other income (expense).

 

 

 
 

 

Description: Threshold Pharmaceuticals NEWS RELEASE

 

THRESHOLD PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

 

   September 30,   December 31, 
   2012   2011 
   (unaudited)   (1) 
Assets          
           
  Cash, cash equivalents and          
    marketable securities  $65,825   $20,290 
  Collaboration Receivable   17,457    - 
  Prepaid expenses and other current assets   1,149    254 
  Property and equipment, net   728    543 
  Other assets   1,059    1,349 
      Total assets  $86,218   $22,436 
           
Liabilities and stockholders' equity          
           
 Total current liabilities (2)  $16,189   $8,591 
 Deferred Revenue   46,467    - 
 Long-term liabilities (3)   67,646    9,362 
 Stockholders' equity (net capital deficiency)   (44,084)   4,483 
 Total liabilities and stockholders' equity  $86,218   $22,436 

 

(1) Derived from audited financial statements

(2) Amount includes current portion of deferred revenue of $7.2M as of September 30, 2012 

(3) Includes as of September 30, 2012 and December 31, 2011, $67.4 million and $9.2 million of warrant liability, respectively.

 

 

 

 

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