-----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, Be7XK10Te08fcfYFuuH0ci6GMYoRF08j29MIkmypuO+lH1cUtvV3d3pEkfZOL8IH Ibj+vJ3Zd260y2U00pGyLw== 0001104659-06-074920.txt : 20061114 0001104659-06-074920.hdr.sgml : 20061114 20061114140531 ACCESSION NUMBER: 0001104659-06-074920 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061114 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FAVRILLE INC CENTRAL INDEX KEY: 0001285701 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 330892797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51134 FILM NUMBER: 061213684 MAIL ADDRESS: STREET 1: 10421 PACIFIC CENTER COURT STREET 2: STE 150 CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 a06-23873_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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): November 14, 2006

 

FAVRILLE, INC.

 

 

(Exact Name of Registrant as Specified in Charter)

 

DELAWARE

 

000-51134

 

33-0892797

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

 

 

10445 PACIFIC CENTER COURT

 

 

 

 

SAN DIEGO, CALIFORNIA

 

92121

 

 

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

 

 

 

 

(858) 526-8000

 

 

(Registrants telephone number, including area code)

 

 

 

 

 

 

 

N/A

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

 

 




 

Item 2.02               Results of Operations and Financial Condition.

November 14, 2006, the registrant issued a press release announcing its financial results for the three and nine months ended September 30, 2006.  A copy of the press release and accompanying information is attached as Exhibit 99.1 to this Current Report.

The information in this Item 2.02, and in Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, whether filed before or after the date hereof, regardless of any general incorporation language in any such filing, unless the registrant expressly sets forth in such filing that such information is to be considered “filed” or incorporated by reference therein.

2




 

Item 9.01.  Financial Statements and Exhibits.

(d)       Exhibits

99.1        Press release of the registrant dated November 14, 2006.

3




 

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.

 

FAVRILLE, INC.

 

 

 

By:

 

/s/ Tamara A. Seymour

Date: November 14, 2006

 

 

Tamara A. Seymour

 

 

 

Chief Financial Officer

 

4




 

INDEX TO EXHIBITS

99.1     Press release of the registrant dated November 14, 2006.

 

5



EX-99.1 2 a06-23873_1ex99d1.htm EX-99.1

 

EXHIBIT 99.1

Company Contacts:

 

 

Tamara A. Seymour

 

Pete De Spain

CFO and Vice President,

 

Associate Director,

Finance & Administration

 

Investor Relations & Corporate Communications

Favrille, Inc.

 

Favrille, Inc.

(858) 526-8035

 

(858) 526-2426

tseymour@favrille.com

 

pdespain@favrille.com

 

Favrille Reports Third Quarter 2006 Financial Results

San Diego — Nov. 14, 2006 — Favrille, Inc. (Nasdaq: FVRL), a biopharmaceutical company developing patient-specific, active immunotherapies for the treatment of cancer, today reported its financial results for the third quarter of 2006. For the three and nine months ended September 30, 2006, the Company reported net losses of $9.6 million, or $0.33 per share, and $30.3 million, or $1.13 per share, respectively, compared to a net loss of $8.5 million, or $0.43 per share, and $26.3 million, or $1.51 per share, for the same periods in 2005.

Third Quarter 2006 Financial Review

Research and development expense was approximately $7.5 million and $23.4 million for the three and nine months ended September 30, 2006, respectively, compared to approximately $7.4 million and $22.1 million for the same periods in 2005. The increase is primarily due to additional expenses for personnel and non-cash expenses, such as deferred rent and stock-based compensation, offset by a decrease in clinical trial costs and raw materials and supplies due to the completion of patient enrollment in the Company’s pivotal Phase 3 clinical trial in January 2006. Effective January 1, 2006, Favrille implemented SFAS 123(R). Total stock-based compensation included in research and development was approximately $460,000 and $1.4 million for the three and nine months ended September 30, 2006, compared to approximately $350,000 and $1.1 million for the same periods in 2005.

Marketing, general and administrative expense was approximately $2.6 million and $8.2 million for the three and nine months ended September 30, 2006, respectively, compared to approximately $1.5 million and $4.9 million for the same periods in 2005. The increase is primarily due to additional personnel and outside services related to strategic marketing programs and an increase in administrative personnel in preparation for the commercialization of FavId®. Total stock-based compensation included in marketing, general and administrative expense was approximately $580,000 and $1.5 million for the three and nine months ended September 30, 2006, compared to approximately $360,000 and $1.1 million for the same periods in 2005.

As of September 30, 2006, Favrille had cash, cash equivalents and short-term investments of $51.4 million, compared to $34.5 million at December 31, 2005. The increase is primarily due to the $45.4 million in proceeds, before expenses, from the Company’s private placement of common stock and warrants in March 2006, partially offset by net cash used to fund ongoing operations.

“We expect total operating expenses for the full year 2006 to be approximately $45 million, including an estimated $4 million in stock-based compensation,” said Tamara A. Seymour, Chief

1




Financial Officer of Favrille. “We anticipate our cash, cash equivalents and short-term investments to be approximately $40 million at the end of 2006.”

Conference Call and Webcast Information

Favrille will not host a conference call today to discuss its third quarter 2006 financial results following management’s comprehensive presentation yesterday, November 13, 2006. The webcast of yesterday’s discussion, including an overview of  Favrille’s interim analysis of a secondary endpoint from its pivotal Phase 3 clinical trial of FavId following Rituxan® in follicular B-cell non-Hodgkin’s lymphoma (NHL), is available on the Investor Relations section of the Company’s web site at www.favrille.com. A telephone replay of the call is also available until approximately 10:00 a.m. Eastern time on Wednesday, November 15, 2006. The telephone replay can be accessed by dialing (888) 286-8010 or (617) 801-6888, passcode 83438658.

About Favrille, Inc.

Favrille, Inc. is a biopharmaceutical company focused on the development and commercialization of targeted immunotherapies for the treatment of cancer and other diseases of the immune system. The Company’s lead product candidate, FavId, is based upon unique genetic information extracted from a patient’s tumor. FavId is currently under investigation in a pivotal Phase 3 clinical trial for patients with follicular B-cell NHL and Phase 2 clinical trials in other B-cell NHL indications. The Company is developing additional applications based on its immunotherapy expertise and proprietary cost-effective manufacturing technology, including a second product candidate, FAV-201, for the treatment of cutaneous T-cell lymphoma.

# # #

Statements in this press release that are not strictly historical in nature constitute “forward-looking statements.” Such statements include, but are not limited to, references to Favrille’s product candidates, proprietary technologies and research programs. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Favrille’s actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These factors include, but are not limited to, risks and uncertainties related to progress and timing of clinical trials for FavId, including difficulties or delays in development, testing, manufacturing and marketing FavId or Favrille’s other product candidates; Favrille’s ability to obtain marketing approval for FavId or Favrille’s other product candidates and the timing of any such approvals, including Favrille’s ability to complete a commercial-scale manufacturing facility without utilizing proceeds from equity offerings; Favrille’s ability to manufacture sufficient quantities of FavId for use in clinical trials and, if FavId receives marketing approval, for commercialization; risks associated with achieving projected operating metrics and financial performance or the anticipated number of patients using FavId; potential delays in patient enrollment; whether patients treated with FavId will have sufficiently durable response; Favrille’s ability to obtain additional financing to support its operations; and additional risks discussed in Favrille’s filings with the Securities and Exchange Commission. In addition, conclusions regarding the safety and efficacy of Favrille’s product candidates cannot be made until the results of future clinical trials of longer duration in more patients are known. All forward-looking statements are qualified in their entirety by this cautionary statement. Favrille is providing this information as of the date of this release and, except as required by law, does not undertake any obligation to update any forward-looking statements contained in this release as a result of new information, future events or otherwise.

2




FAVRILLE, INC.
(a development stage company)

BALANCE SHEETS
(in thousands, except share and per share data)

 

 

 

September 30,
2006

 

December 31,
2005

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

19,856

 

$

12,065

 

Short-term investments

 

31,542

 

22,427

 

Receivables

 

806

 

372

 

Prepaid expenses and other current assets

 

655

 

563

 

Total current assets

 

52,859

 

35,427

 

Property and equipment, net

 

16,329

 

9,430

 

Restricted cash

 

3,451

 

1,550

 

Other assets

 

596

 

600

 

Total assets

 

$

73,235

 

$

47,007

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

5,804

 

$

3,888

 

Current portion of debt

 

4,160

 

2,553

 

Total current liabilities

 

9,964

 

6,441

 

Debt, less current portion

 

4,795

 

3,532

 

Deferred rent

 

4,633

 

1,320

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.001 par value 5,000,000 shares authorized at September 30, 2006 and December 31, 2005; no shares issued and outstanding at September 30, 2006 and December 31, 2005

 

 

 

Common stock, $0.001 par value:

 

 

 

 

 

Authorized shares, 75,000,000 at September 30, 2006 and December 31, 2005;

 

 

 

 

 

Issued and outstanding shares— 29,058,260 and 20,329,046 at September 30, 2006 and December 31, 2005, respectively

 

29

 

20

 

Additional paid-in capital

 

199,466

 

156,882

 

Deferred stock-based compensation

 

 

(5,655

)

Note receivable from stockholder

 

 

(96

)

Accumulated other comprehensive loss

 

(4

)

(54

)

Deficit accumulated during the development stage

 

(145,648

)

(115,383

)

Total stockholders’ equity

 

53,843

 

35,714

 

Total liabilities and stockholders’ equity

 

$

73,235

 

$

47,007

 

 

3




 

FAVRILLE, INC.
(a development stage company)

STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
Unaudited

 

 

Three Months ended
September 30,

 

Nine Months ended
September 30,

 

 

 

2006

 

2005

 

2006

 

2005

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

$

7,487

 

$

7,353

 

$

23,370

 

$

22,090

 

Marketing, general and administrative

 

2,605

 

1,534

 

8,226

 

4,879

 

Total operating expenses

 

10,092

 

8,887

 

31,596

 

26,969

 

Interest income

 

773

 

524

 

2,004

 

1,229

 

Interest expense

 

(266

)

(166

)

(644

)

(555

)

Other expense

 

 

5

 

(29

)

(7

)

Total other income, net

 

507

 

363

 

1,331

 

667

 

Net loss

 

(9,585

)

(8,524

)

(30,265

)

(26,302

)

Accretion of Series C redeemable convertible preferred stock issuance costs

 

 

 

 

(6

)

Net loss applicable to common stockholders

 

$

(9,585

)

$

(8,524

)

$

(30,265

)

$

(26,308

)

Historical net loss per share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.33

)

$

(0.43

)

$

(1.13

)

$

(1.51

)

Weighted-average shares-basic and diluted

 

28,805,214

 

19,913,038

 

26,679,507

 

17,409,227

 

 

4




 

FAVRILLE, INC.
(a development stage company)

STATEMENTS OF CASH FLOWS
(in thousands)
Unaudited

 

 

Nine Months ended
September 30,

 

 

 

2006

 

2005

 

Operating activities

 

 

 

 

 

Net loss

 

$

(30,265

)

$

(26,302

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

1,534

 

1,341

 

Stock-based compensation

 

2,898

 

2,159

 

Amortization of premium/discount on short-term investments

 

(428

)

(3

)

Other

 

294

 

(303

)

Changes in operating assets and liabilities:

 

 

 

 

 

Receivables

 

(547

)

1

 

Prepaid expenses and other assets

 

(88

)

229

 

Accounts payable and accrued liabilities

 

1,915

 

877

 

Deferred Rent

 

3,313

 

404

 

Net cash used in operating activities

 

(21,374

)

(21,597

)

Investing activities

 

 

 

 

 

Purchases of property and equipment

 

(8,461

)

(806

)

Purchases of short-term investments

 

(48,735

)

(23,206

)

Maturities of short-term investments

 

40,098

 

 

Restricted cash

 

(1,901

)

56

 

Net cash used in investing activities

 

(18,999

)

(23,956

)

Financing activities

 

 

 

 

 

Proceeds from debt

 

4,822

 

1,427

 

Payments on debt

 

(2,103

)

(1,990

)

Issuance of common stock and warrants

 

45,449

 

39,550

 

Repurchase of restricted common stock

 

(4

)

(7

)

Net cash provided by financing activities

 

48,164

 

38,980

 

Net decrease increase in cash and cash equivalents

 

7,791

 

(6,573

)

Cash and cash equivalents at beginning of period

 

12,065

 

25,065

 

Cash and cash equivalents at end of period

 

$

19,856

 

$

18,492

 

 

 

 

 

 

 

Supplemental schedule of non-cash investing and financing activities:

 

 

 

 

 

Conversion of convertible preferred stock to common stock upon initial public offering

 

$

 

$

43,678

 

 

5



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