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): August 3, 2016

Aerie Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36152	20-3109565
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2030 Main Street, Suite 1500

Irvine, California 92614

(949) 526-8700

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (908) 470-4320

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 ( see General Instruction A.2. below):

¨ 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 August 3, 2016, Aerie Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2016. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference into this Item 2.02.

The information in this Item 2.02 (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 in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1 Press Release dated August 3, 2016.

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.

	AERIE PHARMACEUTICALS, INC.
Date: August 3, 2016	By:	/s/ Richard J. Rubino
		Richard J. Rubino
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated August 3, 2016.

EX-99.1

Exhibit 99.1

Aerie Pharmaceuticals Reports Second Quarter 2016 Financial Results

and Provides Business Update

NDA for Rhopressa^™ (netarsudil ophthalmic solution) 0.02% On Schedule for Filing This Quarter

Mercury 1 Phase 3 Topline Readout for Roclatan^™

(netarsudil/latanoprost ophthalmic solution) 0.02%/0.005% Expected in September 2016

Conference Call and Webcast Today, August 3, at 5:00 p.m. ET

IRVINE, California - (BUSINESS WIRE)--Aerie Pharmaceuticals, Inc. (NASDAQ:AERI), a clinical-stage pharmaceutical company focused on the discovery, development, and commercialization of first-in-class therapies for the treatment of patients with glaucoma and other diseases of the eye, today reported financial results for the second quarter ended June 30, 2016, along with a general business update.

Aerie Highlights

• Aerie remains on track to file its NDA for Rhopressa^™ (netarsudil ophthalmic solution) 0.02% in the third quarter of 2016 and plans to issue a press release when the filing occurs.

• The 90-day interim topline efficacy readout from Mercury 1, the first Phase 3 clinical trial for Roclatan^™ (netarsudil/latanoprost ophthalmic solution) 0.02%/0.005%, is expected in September 2016.

• Rocket 4, the Phase 3 clinical trial for Rhopressa^™ designed to provide adequate safety data for submission to European regulatory authorities, also remains on schedule for its topline 90-day efficacy readout in the fourth quarter of 2016.

• As of June 30, 2016, Aerie had $112.1 million in cash, cash equivalents, and investments on the balance sheet. For the six months ended June 30, 2016, cash burn totaled $40.3 million, on track with the full-year guidance provided earlier this year.

“We continue to make excellent progress in preparing our Rhopressa^™ NDA and fully expect to file later this quarter. Further, in September, we plan to read out 90-day topline efficacy results from the first Phase 3 clinical trial for Roclatan^™, known as Mercury 1. These are key inflection points for Aerie, in what we expect will be a very productive quarter for all of our employees. As we look to build our pipeline, we also continue to conduct research to evaluate sustained release formulation technologies that could have the capability of delivering Rhopressa^™ over several months to the front of the eye for glaucoma,” said Vicente Anido, Jr., Ph.D., Chairman and Chief Executive Officer.

Dr. Anido continued, “We have visited both Europe and Japan within the last several weeks, and are energized by the response our product candidates have received thus far from local key opinion leaders. Additionally, we made meaningful progress in solidifying the clinical path forward in Japan.”

Second Quarter 2016 Financial Results

As of June 30, 2016, Aerie had cash, cash equivalents, and investments of $112.1 million on the balance sheet. For the second quarter ended June 30, 2016, Aerie reported a net loss attributable to common stockholders, as measured in accordance with U.S. generally accepted accounting principles (“GAAP”), of $23.2 million, or $0.87 per share, compared to $18.8 million and $0.73 per share for the second quarter of 2015. The weighted average number of shares of common stock outstanding utilized in the calculation of net loss per common share was 26,773,337 and 25,841,530 for the second quarters of 2016 and 2015, respectively.

The $23.2 million net loss attributable to common stockholders for the second quarter of 2016 includes $22.7 million in operating expenses, reflecting $13.3 million in research and development expenses and $9.4 million in general and administrative expenses. Excluding $3.9 million of non-cash stock-based compensation expense, adjusted operating expenses for the second quarter of 2016 were $18.8 million, with adjusted research and development expenses of $12.5 million and adjusted general and administrative expenses of $6.3 million. Total adjusted net loss for the second quarter of 2016 was $19.3 million, and adjusted net loss per share was $0.72.

The $18.8 million net loss attributable to common stockholders for the second quarter of 2015 reflects research and development expenses of $10.6 million and general and administrative expenses of $7.5 million. Excluding $3.5 million of non-cash stock-based compensation expense, adjusted operating expenses for the second quarter of 2015 were approximately $14.6 million, reflecting adjusted research and development expenses of $10.0 million and adjusted general and administrative expenses of $4.6 million. Total adjusted net loss for the second quarter of 2015 was $15.3 million, and adjusted net loss per share was $0.59.

The higher operating expenses in the second quarter of 2016 as compared to the second quarter 2015 primarily reflect increased activities associated with the expansion of our employee base to support the growth of our operations, including clinical activities related to our Phase 3 programs for our product candidates, and preparatory activities associated with our commercialization efforts.

Conference Call / Web Cast Information

Aerie management will host a live conference call and webcast at 5:00 p.m. Eastern Time today to discuss Aerie’s financial results and provide a general business update.

The live webcast and a replay may be accessed by visiting Aerie’s website at http://investors.aeriepharma.com. Please connect to Aerie’s website at least 15 minutes prior to the live webcast to ensure adequate time for any software download that may be needed to access the webcast. Alternatively, please call (888) 734-0328 (U.S.) or (678) 894-3054 (international) to listen to the live conference call. The conference ID number for the live call is 43878800. Please dial in approximately 10 minutes prior to the call. Telephone replay will be available approximately two hours after the call. To access the replay, please call (855) 859-2056 (U.S.) or (404) 537-3406 (international). The conference ID number for the replay is 43878800. The telephone replay will be available until August 10, 2016.

About Aerie Pharmaceuticals, Inc.

Aerie is a clinical-stage pharmaceutical company focused on the discovery, development and commercialization of first-in-class therapies for the treatment of patients with glaucoma and other diseases of the eye. Aerie’s two lead product candidates are once-daiIy IOP-lowering therapies with novel mechanisms of action to treat patients with glaucoma or ocular hypertension. It is expected that the NDA filing for Rhopressa^TM (netarsudil ophthalmic solution) 0.02% will take place in the third quarter of 2016. The second product candidate, Roclatan^TM (netarsudil/latanoprost ophthalmic solution) 0.02%/0.005%, which is a fixed dose combination of Rhopressa^TM and widely prescribed PGA latanoprost, currently has two Phase 3 registration trials underway, named Mercury 1 and Mercury 2. If these trials are successful, a Roclatan^TM NDA filing is expected to take place in the second half of 2017. Aerie is also focused on the development of additional product candidates and technologies in ophthalmology.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “exploring,” “pursuing” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: the success, timing and cost of our ongoing and anticipated preclinical studies and clinical trials for our current product candidates, including statements regarding the timing of initiation and completion of the studies and trials; our expectations regarding the clinical effectiveness of our product candidates and results of our clinical trials; the timing of and our ability to obtain and maintain U.S. Food and Drug Administration or other regulatory authority approval of, or other action with respect to, our product candidates; our expectations regarding the commercialization of our product candidates; our expectations related to the use of proceeds from our initial public offering and the issuance and sale of our senior secured convertible notes and the issuance and sale of shares of our common stock in

connection with our “at the market” sales agreements; our estimates regarding anticipated capital requirements and our needs for additional financing; the potential advantages of our product candidates; our plans to pursue development of our product candidates for additional indications and other therapeutic opportunities; our plans to explore possible uses of our existing proprietary compounds beyond glaucoma; our ability to protect our proprietary technology and enforce our intellectual property rights; and our expectations regarding strategic operations, including our ability to in-license or acquire additional ophthalmic products or product candidates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics and industry change, and depend on regulatory approvals and economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. We discuss many of these risks in greater detail under the heading “Risk Factors” in the quarterly and annual reports that we file with the Securities and Exchange Commission (SEC). Forward-looking statements are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking statements contained in this press release. Any forward-looking statements that we make in this press release speak only as of the date of this press release. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

Non-GAAP Financial Measures

To supplement our financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures, some of which are discussed above: adjusted net loss, adjusted operating expenses, adjusted research and development expenses, adjusted general and administrative expenses, adjusted other income (expense) and adjusted net loss per share. For a description of the adjusted calculations and reconciliations to the nearest GAAP measures, please see the “Reconciliation of GAAP Net Loss to Adjusted Net Loss” and “Reconciliation of GAAP Net Loss per Share to Adjusted Net Loss per Share” tables in this press release.

We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business.

The presentation of these financial measures is not intended to be considered in isolation from, or as a substitute for, financial information prepared and presented in accordance with GAAP. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, the adjustments to our GAAP financial measures reflect the exclusion of non-cash stock-based compensation expense, which is recurring and will be reflected in our financial results for the foreseeable future. In addition, these measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures.

AERIE PHARMACEUTICALS, INC.

Consolidated Balance Sheets

(Unaudited)

(in thousands, except share and per share data)

	JUNE 30, 2016			DECEMBER 31, 2015
Assets
Current assets
Cash and cash equivalents	$	58,519		$	91,060
Short-term investments		48,512			45,502
Prepaid expenses and other current assets		1,171			1,865
Total current assets		108,202			138,427
Long-term investments		5,105			13,808
Furniture, fixtures and equipment, net		3,844			3,816
Other assets, net		2,979			3,076
Total assets	$	120,130		$	159,127
Liabilities and Stockholders’ (Deficit) Equity
Current liabilities
Accounts payable and other current liabilities	$	13,598		$	16,565
Interest payable		545			551
Total current liabilities		14,143			17,116
Convertible notes, net of discounts		123,387			123,236
Total liabilities		137,530			140,352
Commitments and contingencies
Stockholders’ (deficit) equity
Preferred stock, $0.001 par value; 15,000,000 shares authorized as of June 30, 2016 and December 31, 2015; None issued and outstanding		—			—
Common stock, $0.001 par value; 150,000,000 shares authorized as of June 30, 2016 and December 31, 2015; 26,649,605 and 26,458,495 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively		27			26
Additional paid-in capital		246,070			236,492
Accumulated other comprehensive loss		(10	)		(179	)
Accumulated deficit		(263,487	)		(217,564	)
Total stockholders’ (deficit) equity		(17,400	)		18,775
Total liabilities and stockholders’ (deficit) equity	$	120,130		$	159,127

AERIE PHARMACEUTICALS, INC.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(in thousands, except share and per share data)

	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2016			2015			2016			2015
Operating expenses
General and administrative	$	(9,386	)	$	(7,502	)	$	(19,187	)	$	(15,525	)
Research and development		(13,304	)		(10,627	)		(25,613	)		(22,245	)
Loss from operations		(22,690	)		(18,129	)		(44,800	)		(37,770	)
Other income (expense), net		(482	)		(505	)		(1,030	)		1,897
Net loss before income taxes	$	(23,172	)	$	(18,634	)	$	(45,830	)	$	(35,873	)
Income tax expense		(47	)		(152	)		(93	)		(152	)
Net loss attributable to common stockholders—basic and diluted	$	(23,219	)	$	(18,786	)	$	(45,923	)	$	(36,025	)
Net loss per share attributable to common stockholders—basic and diluted	$	(0.87	)	$	(0.73	)	$	(1.72	)	$	(1.43	)
Weighted average number of common shares outstanding—basic and diluted		26,773,337			25,841,530			26,748,301			25,225,521
Net loss		(23,219	)		(18,786	)	$	(45,923	)	$	(36,025	)
Unrealized gain on available-for-sale investments		58			17			169			66
Comprehensive loss	$	(23,161	)	$	(18,769	)	$	(45,754	)	$	(35,959	)

Aerie Pharmaceuticals, Inc.

Reconciliation of GAAP Net Loss to Adjusted Net Loss

(Unaudited)

(in thousands)

	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2016			2015			2016			2015
Net loss attributable to common stockholders – basic and diluted:
Net loss attributable to common stockholders – basic and diluted (GAAP)	$	(23,219	)	$	(18,786	)	$	(45,923	)	$	(36,025	)
Adjustments:
Stock-based compensation (a)		3,881			3,476			7,415			6,217
Adjusted Net loss	$	(19,338	)	$	(15,310	)	$	(38,508	)	$	(29,808	)
Operating expenses:
General and administrative expense:
General and administrative expense (GAAP)	$	(9,386	)	$	(7,502	)	$	(19,187	)	$	(15,525	)
Adjustments:
Stock-based compensation (a)		3,067			2,893			5,889			5,123
Adjusted general and administrative expense	$	(6,319	)	$	(4,609	)	$	(13,298	)	$	(10,402	)
Research and development expense:
Research and development expense (GAAP)	$	(13,304	)	$	(10,627	)	$	(25,613	)	$	(22,245	)
Adjustments:
Stock-based compensation (a)		814			583			1,526			1,094
Adjusted research and development expense	$	(12,490	)	$	(10,044	)	$	(24,087	)	$	(21,151	)
Operating expenses (GAAP)	$	(22,690	)	$	(18,129	)	$	(44,800	)	$	(37,770	)
Adjustments:
Stock-based compensation (a)		3,881			3,476			7,415			6,217
Adjusted operating expenses	$	(18,809	)	$	(14,653	)	$	(37,385	)	$	(31,553	)
Other income (expense):
Other income (expense) (GAAP)	$	(482	)	$	(505	)	$	(1,030	)	$	1,897
Adjustments:		—			—			—			—
Adjusted other income (expense)	$	(482	)	$	(505	)	$	(1,030	)	$	1,897

Aerie Pharmaceuticals, Inc.

Reconciliation of GAAP Net Loss Per Share to Adjusted Net Loss Per Share

(Unaudited)

	THREE MONTHS ENDED JUNE 30,						SIX MONTHS ENDED JUNE 30,
	2016			2015			2016			2015
Net loss per share attributable to common stockholders – basic and diluted:
Net loss per share attributable to common	$	(0.87	)	$	(0.73	)	$	(1.72	)	$	(1.43	)
stockholders – basic and diluted (GAAP)
Adjustments:
Stock-based compensation (a)		0.15			0.14			0.28			0.25
Adjusted Net loss per share	$	(0.72	)	$	(0.59	)	$	(1.44	)	$	(1.18	)
Weighted average number of common shares outstanding – basic and diluted		26,773,337			25,841,530			26,748,301			25,225,521

Aerie is providing adjusted information that excludes certain items because of the nature of these items and the impact they have on the analysis of underlying business performance and trends. Management believes that providing this information enhances investors’ understanding of the Company’s performance. This information should be considered in addition to, but not in lieu of, information prepared in accordance with GAAP.

Explanation of adjustments:

(a) Stock-based compensation: Exclude the non-cash stock-based compensation.

Contacts

Aerie Pharmaceuticals

Richard Rubino, 908-947-3540

rrubino@aeriepharma.com

or

Burns McClellan, Inc., on behalf of Aerie Pharmaceuticals

Ami Bavishi, 212-213-0006

abavishi@burnsmc.com