8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 1, 2018

Edge Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	001-37568	26-4231384
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 Connell Drive, Suite 4000

Berkeley Heights, NJ 07922

(800) 208-3343

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable

(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 (17CFR 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 2.02 Results of Operations and Financial Condition

On August 1, 2018, Edge Therapeutics, Inc. issued a press release announcing its financial results for the three months ended June 30, 2018. A copy of that press release and the financial schedules attached thereto is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Current Report on Form 8-K (including Exhibit 99.1) is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The information in this Item 2.02, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits

Exhibit Number	Description
99.1	Press release dated August 1, 2018 announcing financial results for the three months ended June 30, 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 1, 2018	Edge Therapeutics, Inc.
		By:	/s/ Andrew Saik
			Name: Andrew Saik
			Title: Chief Financial Officer

Exhibit Index

Exhibit Number	Description
99.1	Press release dated August 1, 2018 announcing financial results for the three months ended June 30, 2018.

EX-99.1

Exhibit 99.1

Edge Therapeutics Reports Second Quarter 2018 Financial Results

BERKELEY HEIGHTS, N.J., August 1, 2018     — Edge Therapeutics, Inc. (Nasdaq: EDGE) today announced financial results for the quarter ended June 30, 2018.

Second Quarter Financial Results

Cash Position: Cash, cash equivalents and marketable securities as of June 30, 2018 were $46.0 million, compared with $88.1 million as of December 31, 2017. In June 2018, Edge paid down its entire outstanding debt under the Amended Loan Agreement entered into August 2016 with Hercules Capital, Inc. In the second quarter, Edge substantially reduced its scope of operations, including the size of its workforce, in order to preserve its cash resources.

Operating Expenses:  Research and development (R&D) expenses were $2.5 million in the second quarter of 2018, compared to $9.0 million in the second quarter of 2017. The decrease in R&D expense was primarily due to a decrease in external expenses related to the previously announced discontinuance of the NEWTON 2 clinical study.General and administrative (G&A) expenses were $3.3 million for the three months ended June 30, 2018, compared to $4.2 million in the comparable period in 2017. The decrease in G&A expense was largely due to decreases in legal fees, professional fees, marketing costs and personnel costs. In the second quarter of 2018, Edge recorded a restructuring charge of $6.6 million, which consisted primarily of severance expense associated with the previously announced reduction in workforce and financial advisor fees related to the ongoing exploration of strategic alternatives.

Net Loss: Net loss for the second quarter ended June 30, 2018 was $12.7 million, including the $6.6 million restructuring charge. Net loss in the second quarter of 2017 was $13.5 million.

Review of Strategic Alternatives

On April 30, 2018, Edge announced that its Board of Directors is conducting a comprehensive review of strategic alternatives focused on maximizing stockholder value. Edge has retained Piper Jaffray & Co. to act as its financial advisor to assist with this review process. Potential strategic alternatives that may be explored or evaluated as part of this review include, but are not limited to, an acquisition, merger, business combination or other strategic transaction involving Edge.

There is no defined timeline for completion of the review process. There is no assurance that this review will result in Edge pursuing any transaction or that a transaction, if pursued, will be completed. Edge does not intend to discuss or disclose further developments regarding the strategic review process unless and until its Board of Directors has approved a specific action or otherwise determined that further disclosure is appropriate or required by law.

About Edge Therapeutics, Inc.

Edge Therapeutics, Inc. is a clinical-stage biotechnology company that seeks to discover, develop and commercialize novel therapies capable of transforming treatment paradigms for the management of serious medical conditions. For additional information about Edge, please visit www.edgetherapeutics.com.

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Forward-Looking Statements

This press release and any statements of representatives of Edge Therapeutics, Inc. related thereto that are not historical in nature contain, or may contain, among other things, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include, without limitation, statements with respect to Edge’s plans, objectives, projections, expectations and intentions and other statements identified by words such as "projects," "may," "will," "could," "would," "should," "believes," "expects," "anticipates," "estimates," “seeks,” "intends," "plans," "potential" or similar expressions, including statements with respect to the potential effects of its products and plans to assess and undertake next steps for the company. These statements are based upon the current beliefs and expectations of Edge’s management and are subject to significant risks and uncertainties. Actual results may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various risk factors (many of which are beyond Edge's control) as described under the heading "Risk Factors" in Edge’s filings with the United States Securities and Exchange Commission.

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Investor and Media Contact:

Gregory Gin

Edge Therapeutics, Inc.

Tel: 1-800-208-EDGE (3343)

Email: ir@edgetherapeutics.com

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EDGE THERAPEUTICS, INC.

Statements of Operations and Comprehensive Loss

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Operating expenses:
Research and development expenses	$	2,523,796		$	8,975,304		$	15,265,881		$	16,564,800
General and administrative expenses		3,335,039			4,173,384			8,016,555			8,375,226
Restructuring expenses		6,646,242			-			6,646,242			-
Impairment charges		-			-			2,672,581			-
Total operating expenses		12,505,077			13,148,688			32,601,259			24,940,026
Loss from operations		(12,505,077	)		(13,148,688	)		(32,601,259	)		(24,940,026	)
Other income (expense):
Interest income		262,140			168,974			508,779			265,233
Interest expense		(434,695	)		(524,768	)		(1,425,255	)		(999,909	)
Net loss and comprehensive loss		(12,677,632	)		(13,504,482	)		(33,517,735	)		(25,674,702	)
Loss per share basic and diluted	$	(0.41	)	$	(0.44	)	$	(1.08	)	$	(0.86	)
Weighted average common shares outstanding basic and diluted		31,298,429			30,403,419			31,133,070			29,704,898

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EDGE THERAPEUTICS, INC.

Balance Sheets

	June 30, 2018			December 31, 2017
ASSETS	(unaudited)
Current assets:
Cash and cash equivalents	$	45,978,737		$	88,067,647
Prepaid expenses and other current assets		580,279			986,680
Total current assets		46,559,016			89,054,327
Property and equipment, net		510,463			3,423,880
Other assets		142,870			142,870
Total assets	$	47,212,349		$	92,621,077
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Current liabilities:
Accounts payable	$	1,723,204		$	4,369,133
Accrued expenses		6,024,527			5,422,205
Restructuring reserve		6,121,781			-
Short term debt		-			3,075,421
Total current liabilities		13,869,512			12,866,759
Noncurrent liability:
Long term debt		-			17,382,907
STOCKHOLDERS' EQUITY
Preferred stock, 5,000,000  shares authorized at June 30, 2018 and December 31, 2017, 0 outstanding		-			-
Common stock, $0.00033 par value, 75,000,000 shares authorized at June 30, 2018 and December 31, 2017, 31,328,128 shares and 30,869,205 shares issued and outstanding at June 30, 2018 and      December 31, 2017, respectively		10,551			10,400
Additional paid-in capital		218,798,380			214,309,370
Accumulated deficit		(185,466,094	)		(151,948,359	)
Total stockholders' equity		33,342,837			62,371,411
Total liabilities and stockholders' equity	$	47,212,349		$	92,621,077

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