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): March 3, 2016
PRONAI THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-37490 | 20-0138994 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
2150 885 West Georgia Street Vancouver, British Columbia, Canada |
V6C 3E8 | |||
(Address of principal executive offices) | (Zip Code) |
(604) 558-6536
(Registrants 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 March 3, 2016, ProNAi Therapeutics, Inc. (the Company) reported its financial results for the year ended December 31, 2015. A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this report.
The information furnished with Item 2.02 of this report, including Exhibit 99.1, shall not be deemed filed for 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, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit |
Description | |
99.1 | Press release dated March 3, 2016. |
2
SIGNATURE
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.
PRONAI THERAPEUTICS, INC. | ||||||
Date: March 3, 2016 | By: | /s/ Sukhi Jagpal | ||||
Sukhi Jagpal | ||||||
Chief Financial Officer |
3
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Press release dated March 3, 2016. |
4
Exhibit 99.1
ProNAi Reports 2015 Year-End Financial and Operational Results
Vancouver March 3, 2016. ProNAi Therapeutics, Inc. (NASDAQ: DNAI), a clinical-stage oncology company advancing novel therapeutics for patients with cancer and hematological diseases, today reported its financial and operational results for the year ended December 31, 2015.
During 2015, we continued to transform ProNAi into a world-class oncology drug development company, securing both the talent and capital required to pursue our vision of developing and commercializing a pipeline of promising clinical-stage oncology assets with the potential to provide meaningful therapeutic outcomes to patients with cancer, said Dr. Nick Glover, President and CEO of ProNAi Therapeutics. Concurrent with building our company, we continued to advance our lead asset PNT2258, operationalizing two Phase 2 trials in 2015, Wolverine and Brighton, that are at the forefront of a concerted registration-oriented clinical development program planned for the drug. In addition to PNT2258, during 2015 we began evaluating novel product candidates available for licensing or acquisition, with the goal of maximizing our clinical development capabilities and leveraging the full potential of our team by advancing a broad and diversified pipeline of assets.
We anticipate reporting initial interim data from the Wolverine trial in third-line DLBCL in the second quarter of 2016. This trial has been designed to identify and characterize patient populations who respond to PNT2258 on the basis of their genetics and disease characteristics and will be essential to determining potential paths to registration for the drug, added Dr. Glover. We recently started enrolling the Brighton trial in Richters transformation and expect to report interim data from this trial before the end of 2016. We are also designing a number of additional Phase 2 trials that could support the registration and commercialization strategies for PNT2258. Two planned trials, Cypress and Granite, will evaluate PNT2258 in combination with standard-of-care treatment regimens for the treatment of second-line DLBCL in the transplant eligible and transplant ineligible patient populations respectively. We are also designing trials evaluating PNT2258s potential in DLBCL in combination with a targeted anti-cancer drug, and in other hematological malignancies as well. Although we maintain a strong balance sheet, we are carefully considering the timing of these additional trials with a view to maximizing PNT2258s potential while deploying our capital prudently.
2015 Operational Highlights:
| Operationalized the Wolverine Phase 2 trial evaluating single-agent PNT2258 in third-line relapsed or refractory DLBCL, opening more than 20 clinical sites during 2015 that are now actively recruiting patients. |
| Initiated the Brighton Phase 2 trial evaluating single-agent PNT2258 in Richters transformed CLL. |
| Completed a successful IPO in July 2015, raising more than $158 million in gross proceeds. ProNAi shares began trading on the NASDAQ Global Market on July 16, 2015 under the symbol DNAI. |
| Strengthened the ProNAi management team, appointing six additional experienced senior executives including Dr. Barbara Klencke, M.D., as Chief Development Officer. Dr. Klencke is an accomplished oncology drug developer with a demonstrable track record of success, having made substantial contributions to the development and approval of several important oncology products including Kyprolis, Kadcyla, Avastin and Tarceva. |
| Expanded the company from approximately 25 employees to more than 50 employees and opened our corporate headquarters in Vancouver, Canada. |
| ProNAi (NASDAQ:DNAI) was selected for addition to the NASDAQ Biotechnology Index (NASDAQ:NBI) |
2015 Financial Results (all amounts reported in U.S. currency)
Total operating expenses for the year ended December 31, 2015 were $35.8 million compared to $22.6 million for the year ended December 31, 2014. Total operating expenses include non-cash stock based compensation of $3.2 million and $0.3 million for the years ended December 31, 2015 and 2014, respectively.
Research and development expenses increased to $26.4 million for the year ended December 31, 2015 from $19.1 million for the year ended December 31, 2014. These increases were primarily due to expenses related to the continuation of our PNT2258 clinical trials, the manufacture of PNT2258 and an increase in personnel-related costs. Expenses for the year ended December 31, 2014 include a one-time $11.0 million milestone payment that was made to Novosom AG during the second quarter of 2014.
General and administrative expenses increased to $9.5 million for the year ended December 31, 2015 from $3.5 million for the year ended December 31, 2014. These increases were primarily due to increased personnel-related costs and professional fees incurred in support of activities as a public company and corporate growth.
For the year ended December 31, 2015, ProNAi incurred a net loss of $53.3 million compared to a net loss of $23.9 million for the year ended December 31, 2014. The net loss includes a non-cash charge related to the change in fair value of preferred stock warrants of $17.4 million and $1.4 million for the years ended December 31, 2015 and 2014, respectively.
At December 31, 2015, ProNAi had $150.2 million in cash and cash equivalents compared to $39.2 million in cash, cash equivalents and short-term investments at December 31, 2014.
At December 31, 2015, there were approximately 30,058,105 shares of common stock issued and outstanding and 3,522,813 options issued and outstanding.
2
About ProNAi Therapeutics
ProNAi Therapeutics is a clinical-stage oncology company advancing novel therapeutics for patients with cancer and hematological diseases. ProNAis lead product candidate, PNT2258, is based on the companys pioneering and proprietary DNAi technology platform. PNT2258 is designed to target cancers that overexpress BCL2, an important and validated oncogene known to be dysregulated in many types of cancer. ProNAi is pursuing a multi-faceted clinical development strategy designed to efficiently achieve regulatory approval and maximize the commercial opportunity of PNT2258. ProNAi is actively enrolling patients in Wolverine, a Phase 2 trial evaluating PNT2258 for the treatment of relapsed or refractory diffuse large B-cell lymphoma (DLBCL) and in Brighton, a Phase 2 trial evaluating PNT2258 for the treatment of Richters transformation. For more information, please visit www.pronai.com.
Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding ProNAis anticipated clinical development and potential business development strategies. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements are based on managements current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. Such forward-looking statements are subject to risks and uncertainties, including, among others, the risk that ProNAi may be unable to successfully develop and commercialize PNT2258 or any other future product candidates, PNT2258 may fail to demonstrate safety and efficacy or may not otherwise produce positive results, ProNAi may experience delays in clinical trials, including due to difficulties enrolling patients, ProNAis third-party manufacturers may cause its supply of materials to become limited or interrupted or fail to be of satisfactory quantity or quality, ProNAis cash resources may be insufficient to fund its current operating plans and it may be unable to raise additional capital when needed, ProNAi may be unable to obtain and enforce intellectual property protection for its technologies and product candidates and the other factors described under the heading Risk Factors set forth in ProNAis filings with the Securities and Exchange Commission from time to time, including the Companys reports filed with the Securities and Exchange Commission. ProNAi undertakes no obligation to update the forward-looking statements contained herein or to reflect events or circumstances occurring after the date hereof, other than as may be required by applicable law.
3
PRONAI THERAPEUTICS, INC.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
December 31, 2015 |
December 31, 2014 |
|||||||
ASSETS: |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 150,180 | $ | 29,154 | ||||
Short-term investments |
| 10,010 | ||||||
Prepaid expenses and other current assets |
1,673 | 561 | ||||||
|
|
|
|
|||||
Total current assets |
151,853 | 39,725 | ||||||
Property and equipment, net |
566 | 214 | ||||||
Other assets |
349 | 626 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
$ | 152,768 | $ | 40,565 | ||||
|
|
|
|
|||||
LIABILITIES, CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) |
||||||||
CURRENT LIABILITIES: |
||||||||
Accrued liabilities |
$ | 7,016 | $ | 1,473 | ||||
Accounts payable |
358 | 622 | ||||||
Other current liabilities |
23 | | ||||||
|
|
|
|
|||||
Total current liabilities |
7,397 | 2,095 | ||||||
Preferred stock warrant liabilities |
| 1,810 | ||||||
Other liabilities |
| 100 | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES |
7,397 | 4,005 | ||||||
|
|
|
|
|||||
Convertible preferred stock at liquidation preference |
| 2,543 | ||||||
Redeemable convertible preferred stock at redemption value |
| 141,832 | ||||||
STOCKHOLDERS EQUITY (DEFICIT): |
||||||||
Common stock |
30 | 2 | ||||||
Additional paid-in capital |
679,528 | | ||||||
Accumulated other comprehensive loss |
| (10 | ) | |||||
Accumulated deficit |
(534,187 | ) | (107,807 | ) | ||||
|
|
|
|
|||||
TOTAL STOCKHOLDERS EQUITY (DEFICIT) |
145,371 | (107,815 | ) | |||||
|
|
|
|
|||||
TOTAL LIABILITIES, CONVERTIBLE AND REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) |
$ | 152,768 | $ | 40,565 | ||||
|
|
|
|
4
PRONAI THERAPEUTICS, INC.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
Three Months Ended December 31, |
Year Ended December 31, |
|||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
$ | 8,027 | $ | 2,097 | $ | 26,356 | $ | 19,078 | ||||||||
General and administrative |
3,419 | 1,173 | 9,472 | 3,500 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
11,446 | 3,270 | 35,828 | 22,578 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(11,446 | ) | (3,270 | ) | (35,828 | ) | (22,578 | ) | ||||||||
Other income (expense), net: |
||||||||||||||||
Change in fair value of preferred stock warrants |
| (381 | ) | (17,443 | ) | (1,380 | ) | |||||||||
Other income |
18 | 32 | 66 | 87 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other income (expense), net |
18 | (349 | ) | (17,377 | ) | (1,293 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before provision for income taxes |
(11,428 | ) | (3,619 | ) | (53,205 | ) | (23,871 | ) | ||||||||
Provision for income tax |
30 | 2 | 55 | 2 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
(11,458 | ) | (3,621 | ) | (53,260 | ) | (23,873 | ) | ||||||||
Adjustment to redemption value on redeemable convertible preferred stock |
| (4,983 | ) | (374,015 | ) | (49,849 | ) | |||||||||
Series B and B-1 redeemable convertible preferred stock dividend |
| | (5,543 | ) | | |||||||||||
Series C and D redeemable convertible preferred stock dividend |
| | (20,366 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to common stockholders |
$ | (11,458 | ) | $ | (8,604 | ) | $ | (453,184 | ) | $ | (73,722 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per share attributable to common stockholders, basic and diluted |
$ | (0.38 | ) | $ | (5.85 | ) | $ | (31.47 | ) | $ | (69.08 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted |
30,024,387 | 1,471,866 | 14,399,506 | 1,067,259 | ||||||||||||
|
|
|
|
|
|
|
|
Contact:
James Smith
Vice President, Corporate Affairs
ProNAi Therapeutics
604.558.6545
jsmith@pronai.com
5