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

Date of Report (Date of earliest event reported): February 23, 2016

Adamas Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36399	42-1560076
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

1900 Powell Street, Suite 750 Emeryville, CA	94608
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (510) 450-3500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 2.02Results of Operations and Financial Condition.

On February 23, 2016, Adamas Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2015. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information in this Item 2.02 and in the press release furnished as Exhibit 99.1 to this current report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release furnished as Exhibit 99.1 to this current report shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description

99.1Press Release dated February 23, 2016.

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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.

Adamas Pharmaceuticals, Inc.

Dated: February 23, 2016

By:	/s/ William J. Dawson
	William J. Dawson
	Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No. Description

99.1Press Release dated February 23, 2016.

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EX-99.1

Exhibit 99.1

Adamas ReportsFourth Quarter and Full Year 2015 Financial Results

Emeryville, Calif., February 23, 2016  — Adamas Pharmaceuticals, Inc. (Nasdaq: ADMS) today announced financial results for the fourthquarter and full year ended December 31, 2015.  Adamas reported a net loss attributable to common stockholders of $51.8 million, or $2.86 per share, for the year ended December 31, 2015.  In the prior year, the company reported net income attributable to common stockholders of $9.1 million, or $0.53 per diluted share, as a result of $55.0 million of development milestones from Forest Laboratories Holdings Limited (“Forest”) recorded as revenue during the year ended December 31, 2014. 

Adamas ended the year with $120.0 million of cash, cash equivalents, and available-for-sale securities compared to $158.7 million at December 31, 2014.  On January 6, 2016, the company raised net proceeds of $61.8 million from the sale of 2,875,000 shares of common stock through a follow-on public offering.

“2015 was a productive year marked by progress throughout our ADS-5102 program, including the initiation of a Phase 2 study for the treatment of major symptoms associated with multiple sclerosis and compelling top-line data from our lead Phase 3 trial, which showed a rapid, robust and durable response in individuals with levodopa-induced dyskinesia (LID) associated with Parkinson’s disease,” stated Gregory T. Went, Ph.D., Chairman and Chief Executive Officer of Adamas Pharmaceuticals, Inc.

Dr. Went continued, “In the months ahead, we look forward to submitting a New Drug Application for ADS-5102 for the treatment of LID and to building a targeted commercial infrastructure needed to bring to market, pending regulatory approval, the first FDA-approved treatment option for this serious, often debilitatingmotor complication of levodopa treatment.   At Adamas, we are building a company committed to making a difference in the lives of individuals living with chronic disorders of the central nervous system.”

FourthQuarter and Full Year2015 Financial Results

Adamas reported a net loss attributable to common stockholders of $10.7 million, or $0.58 per share, for the quarter ended December 31, 2015.  For the same period the prior year, the company reported net income attributable to common stockholders of $9.7 million, or $0.50 per diluted share.  For the three months ended December 31, 2015and 2014, Adamas reported revenue of $0.5 million and $30.3 million, respectively.  In the fourth quarter of 2014, Adamasreceived its final development milestone from Forest of $30.0 million.  Research and development expenses for the quarter ended December 31, 2015 were $9.7 million, including $0.9 million in stock-based compensation expense, compared to $8.5 million for the quarter ended December 31, 2014, which included $0.8 million in stock-based compensation expense.  General and administrative expenses for the quarter ended December 31, 2015 were $6.9 million, including $1.9 million in stock-based compensation expense, compared to $4.7 million for the quarter ended December 31, 2014, which included $1.5 million in stock-based compensation expense. 

For the years ended December 31, 2015 and 2014, Adamas reported total revenues of $1.9 million and $55.8 million, respectively.  Revenues for both periods included reimbursement of expenses associated with Adamas’ collaboration with Forest and government grants and contracts.  For the year ended December 31, 2014, revenue included development milestones of $55.0 million related to its license agreement with Forest.  Research and development expenses for the year ended December 31, 2015 were $35.9 million, including $3.2 million in stock-based compensation expense, compared to $21.9 million for the year ended December 31, 2014, which included $2.5 million in stock-based compensation expense.  The increase in research and development expenses was primarily related to continued investment in the ADS-5102 clinical program.  General and administrative expenses for the year ended December 31, 2015 were $23.5 million, including $6.8 million in stock-based compensation expense, compared to $15.5 million for the year ended December 31, 2014, which included $4.7 million in stock-based compensation expense.  The increase in general and administrative expenses was due primarily to higher headcount-related costs associated with expansion of the company’s capabilities as a public and precommercial company.

About Adamas Pharmaceuticals

Adamas Pharmaceuticals, Inc. is driven to improve the lives of those affected by chronic disorders of the central nervous system.  The company seeks to achieve this by modifying the pharmacokinetic profiles of approved drugs to create novel therapeutics for use alone and in fixed-dose combination products.  Adamas is currently developing ADS-5102, its lead wholly-owned product candidate, for the treatment of levodopa-induced dyskinesia (LID) associated with Parkinson's disease and for the treatment of major symptoms associated with multiple sclerosis in patients with walking impairment.  The company is also evaluating ADS-4101, an extended-release version of an FDA-approved single-agent compound for the treatment of epilepsy.  The company's portfolio also includes Namzaric™ and Namenda XR, two approved products with Forest Laboratories Holdings Limited, an indirect wholly-owned subsidiary of Allergan plc. Forest is responsible for marketing both products in the United States under an exclusive license from Adamas. For more information, please visit www.adamaspharma.com.

Namzaric™ is a trademark of Merz Pharma GmbH & Co. KGaA.
Namenda XR is a registered trademark of Merz Pharma GmbH & Co. KGaA.

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Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements contained in this press release such as expectations regarding the submission of a New Drug Application, building a targeted commercial infrastructure, regulatory and commercial progress, and potential for ADS-5102 in levodopa-induced dyskinesia.  Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “look forward,” “may,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “would,” “potential,” and similar expressions (as well as other words or expressions referencing future events, conditions, or circumstances) are intended to identify forward-looking statements.  For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements, including risks relating to research, clinical and development activities of ADS-5102 and ADS-4101, the regulatory and competitive environment, as well as risks relating to Adamas’ business in general, see Adamas’ Annual Report on Form 10-K filed with the Securities and Exchange Commission onFebruary 23, 2016.Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Adamas undertakes no obligation to update any forward-looking statement in this press release.

For questions, please contact:

Julie Wood

Corporate Communications & Investor Relations

Adamas Pharmaceuticals, Inc.
Phone: 510-450-3528

— Financial Tables Attached —

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Adamas Pharmaceuticals, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
	2015		2014		2015		2014
Revenue	$	524	$	30,301	$	1,916	$	55,846
Operating expenses
Research and development		9,697		8,517		35,895		21,860
General and administrative		6,890		4,748		23,458		15,472
Total operating expenses		16,587		13,265		59,353		37,332
Income (loss) from operations		(16,063)		17,036		(57,437)		18,514
Interest and other income (expense), net		98		(116)		363		(917)
Income (loss) before income taxes		(15,965)		16,920		(57,074)		17,597
Provision (benefit) for income taxes		(5,275)		7,189		(5,272)		7,374
Net income (loss)	$	(10,690)	$	9,731	$	(51,802)	$	10,223
Net income (loss) attributable to common stockholders:
Basic	$	(10,690)	$	9,731	$	(51,802)	$	8,968
Diluted	$	(10,690)	$	9,731	$	(51,802)	$	9,069
Net income (loss) per share attributable to common stockholders:
Basic	$	(0.58)	$	0.56	$	(2.86)	$	0.60
Diluted	$	(0.58)	$	0.50	$	(2.86)	$	0.53
Weighted average number of shares used in computing net income (loss) attributable to common stockholders:
Basic		18,438		17,328		18,111		14,837
Diluted		18,438		19,389		18,111		17,107

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Adamas Pharmaceuticals, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share data)

	December 31,		December 31,
	2015		2014
Assets
Current assets
Cash and cash equivalents	$	33,104	$	61,446
Available-for-sale securities		73,691		60,912
Accounts receivable		1,284		524
Prepaid expenses and other current assets		5,108		645
Total current assets		113,187		123,527
Property and equipment, net		2,353		1,228
Available-for-sale securities, non-current		13,165		36,364
Other assets		38		70
Total assets	$	128,743	$	161,189
Liabilities and stockholders’ equity
Current liabilities
Accounts payable	$	3,052	$	3,685
Accrued liabilities		8,457		8,595
Other current liabilities		298		265
Total current liabilities		11,807		12,545
Non-current liabilities		749		1,570
Total liabilities		12,556		14,115
Commitments and Contingencies
Stockholders’ equity
Common stock, $0.001 par value — 100,000,000 shares authorized, 18,505,462 and 17,551,375 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively		23		22
Additional paid-in capital		178,473		157,581
Accumulated other comprehensive income (loss)		(158)		(180)
Accumulated deficit		(62,151)		(10,349)
Total stockholders’ equity		116,187		147,074
Total liabilities and stockholders’ equity	$	128,743	$	161,189

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Adamas Pharmaceuticals, Inc.

Consolidated Statements of Cash Flows

(in thousands)

	Twelve months ended
	December 31,
	2015		2014
Cash flows from operating activities
Net income (loss)	$	(51,802)	$	10,223
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization		435		155
Stock-based compensation		9,956		7,203
Excess tax benefit on the exercise of stock options		—		(1,599)
Change in preferred stock warrant value		—		983
Net accretion of discounts and amortization of premiums of available-for-sale securities		875		(1,361)
Loss on fixed asset disposal		—		111
Changes in assets and liabilities
Accrued interest of available-for-sale securities		110		—
Prepaid expenses and other assets		(4,416)		(381)
Accounts receivable		(760)		(395)
Accounts payable		(788)		1,521
Accrued liabilities and other liabilities		(820)		9,734
Net cash provided by (used in) operating activities		(47,210)		26,194
Cash flows from investing activities
Purchases of property and equipment		(1,399)		(1,285)
Purchases of available-for-sale securities		(59,828)		(96,095)
Maturities of available-for-sale securities		69,285		—
Net cash provided by (used in) investing activities		8,058		(97,380)
Cash flows from financing activities
Proceeds from public offerings, net of offering costs		9,657		42,632
Proceeds from issuance of common stock upon exercise of stock options		746		1,011
Proceeds from employee stock purchase plan		407		162
Excess tax benefit on the exercise of stock options		—		1,599
Repurchase of common stock		—		(370)
Proceeds from issuance of common and preferred stock upon exercise of warrants		—		1,986
Net cash provided by financing activities		10,810		47,020
Net decrease in cash and cash equivalents		(28,342)		(24,166)
Cash and cash equivalents at beginning of period		61,446		85,612
Cash and cash equivalents at end of period	$	33,104	$	61,446

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