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 7, 2018
BEIGENE, LTD.
(Exact Name of Registrant as Specified in Charter)
Cayman Islands | 001-37686 | 98-1209416 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
c/o Mourant Ozannes Corporate Services (Cayman) Limited 94 Solaris Avenue, Camana Bay Grand Cayman KY1-1108 Cayman Islands |
(Address of Principal Executive Offices) (Zip Code) |
+1 (345) 949 4123
(Registrant's telephone number, including area code)
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 (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)) |
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 November 7, 2018, BeiGene, Ltd. (the “Company”) announced its financial results for the three and nine months ended September 30, 2018. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Item 8.01. Other Events.
In its press release dated November 7, 2018, the Company also provided an update on third quarter 2018 and recent business highlights and expected milestones for the remainder of 2018. The information in the press release attached hereto as Exhibit 99.1 set forth under the headings “Recent Business Highlights and Upcoming Milestones” and “Forward-Looking Statements” is incorporated by reference into this Item 8.01 of this Current Report on Form 8-K. On November 7, 2018, the Company issued a press release announcing that the first patient was dosed in a global Phase 3 clinical trial of its investigational BTK inhibitor zanubrutinib compared with ibrutinib in patients with relapsed/refractory chronic lymphocytic leukemia (CLL) or small lymphocytic lymphoma (SLL). The full text of this press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The portions of Exhibit 99.1 incorporated by reference into Item 8.01 of this Current Report on Form 8-K are being filed pursuant to such item. The remaining portions of Exhibit 99.1 are being furnished pursuant to Item 2.02 of this Current Report on Form 8-K and 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 they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.Exhibit No. Description 99.1 Press release issued by BeiGene, Ltd. on November 7, 2018 99.2 Press release issued by BeiGene, Ltd. on November 7, 2018
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Press release issued by BeiGene, Ltd. on November 7, 2018 | |
99.2 | Press release issued by BeiGene, Ltd. on November 7, 2018 |
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.
BEIGENE, LTD. | ||
Date: November 7, 2018 | By: | /s/ Scott A. Samuels |
Scott A. Samuels | ||
Senior Vice President, General Counsel | ||
EXHIBIT 99.1
BeiGene Reports Third Quarter 2018 Financial Results
CAMBRIDGE, Mass. and BEIJING, China, Nov. 07, 2018 (GLOBE NEWSWIRE) -- BeiGene, Ltd. (NASDAQ: BGNE; HKEX: 06160), a commercial-stage biopharmaceutical company focused on developing and commercializing innovative molecularly-targeted and immuno-oncology drugs for the treatment of cancer, today reported recent business highlights and financial results for the third quarter and first nine months of 2018.
“We now have three new drug applications currently under review with the China National Medical Products Administration, for zanubrutinib in patients with relapsed/refractory chronic lymphocytic leukemia/small lymphocytic lymphoma, as well as mantle cell lymphoma, and for tislelizumab in patients with relapsed/refractory classical Hodgkin’s lymphoma. Our team has accomplished a great deal advancing these promising oncology treatments towards potential commercial availability in China,” said John V. Oyler, Co-Founder, Chief Executive Officer, and Chairman of BeiGene.
“The milestones this quarter pave the way for an exciting upcoming year that could further transform BeiGene,” continued Oyler. “We expect to launch two innovative internally developed products in China, as well as have results from our global head-to-head study comparing zanubrutinib to ibrutinib in 2019.”
Recent Business Highlights and Upcoming Milestones
Clinical Programs
Zanubrutinib (BGB-3111), an investigational small molecule inhibitor of Bruton’s tyrosine kinase (BTK)
Expected Upcoming Milestones in 2018
Tislelizumab (BGB-A317), an investigational humanized monoclonal antibody against the immune checkpoint receptor PD-1
Expected Upcoming Milestones in 2018
Pamiparib (BGB-290), an investigational small molecule PARP inhibitor
Expected Upcoming Milestones in 2018
Sitravatinib, an investigational tyrosine kinase inhibitor of receptor tyrosine kinases (RTKs), including TAM family receptors (TYRO3, Axl, MER), split family receptors (VEGFR2, KIT) and RET, licensed from Mirati Therapeutics in Asia (excluding Japan), Australia, and New Zealand
Commercial Programs in China
Corporate Developments
Third Quarter 2018 Financial Results
Cash, Cash Equivalents, Restricted Cash and Short-Term Investments were $2.10 billion as of September 30, 2018, compared to $1.40 billion as of June 30, 2018 and $837.52 million at December 31, 2017. The increase from the last quarter was primarily due to the net proceeds of $869.71 million from our global offering and listing on the Hong Kong Stock Exchange. Cash, cash equivalents, restricted cash and short-term investments as of September 30, 2018 include approximately $143.16 million held by our 95%-owned joint venture, BeiGene Biologics, to build a commercial biologics manufacturing facility under construction in Guangzhou, China, which includes restricted cash of $36.26 million related to BeiGene Biologics’ secured deposits.
Cash used by operations for the three months ended September 30, 2018 was $132.19 million, compared to cash generated by operations of $6.60 million for the same period in 2017. The increase in the use of cash was primarily attributable to the continued ramp-up in operating expenses in support of our ongoing and newly initiated late-stage pivotal clinical programs, preparation for regulatory filings and commercial launch of our late-stage drug candidates, and organizational growth, offset in part by revenue from product sales in China; in the prior period in 2017, cash generated by operations reflected receipt of the up-front payment from Celgene Corporation in connection with our license agreement for tislelizumab. Capital expenditures for the three months ended September 30, 2018 were $26.72 million, compared to $18.79 million for the same period in 2017. The increase was primarily attributable to the continued buildout of our manufacturing facility in Guangzhou.
Revenue for the three months ended September 30, 2018 was $54.20 million, compared to $220.21 million in the same period in 2017. The decrease is primarily attributable to the upfront payment recognized in the prior year period under our collaboration agreement with Celgene for tislelizumab.
Expenses for the three months ended September 30, 2018 were $205.30 million, compared to $105.31 million in the quarter ended September 30, 2017, consisting primarily of the following:
______________________
Financial Summary
Select Condensed Consolidated Balance Sheet Data (U.S. GAAP)
(Amounts in thousands of U.S. Dollars)
As of | |||||
September 30, | December 31, | ||||
2018 | 2017 | ||||
(unaudited) | (audited) | ||||
Cash, cash equivalents, restricted cash and short-term investments | $ | 2,101,072 | $ | 837,516 | |
Accounts receivable | 37,372 | 29,428 | |||
Unbilled receivables | 4,878 | — | |||
Working capital | 1,991,771 | 763,509 | |||
Property and equipment, net | 111,262 | 62,568 | |||
Total assets | 2,408,627 | 1,046,479 | |||
Accounts payable | 85,552 | 69,779 | |||
Accrued expenses and other payables | 75,882 | 49,598 | |||
Bank loan [1] | 49,560 | 18,444 | |||
Shareholder loan | 146,409 | 146,271 | |||
Total liabilities | 425,196 | 362,248 | |||
Noncontrolling interest | 12,985 | 14,422 | |||
Total equity | $ | 1,983,431 | $ | 684,231 | |
[1] The bank loan attributable to BeiGene Biologics, a joint venture that is 95% owned by BeiGene, Ltd, totaled $40.82 million as of September 30, 2018. | |||||
Condensed Consolidated Statements of Operations (U.S. GAAP)
(Amounts in thousands of U.S. Dollars, except for number of American Depositary Shares (ADSs) and per ADS data) (unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||
Revenue | ||||||||||||
Product revenue, net | $ | 38,447 | $ | 8,822 | $ | 93,123 | $ | 8,822 | ||||
Collaboration revenue | 15,755 | 211,391 | 46,427 | 211,391 | ||||||||
Total revenues | 54,202 | 220,213 | 139,550 | 220,213 | ||||||||
Expenses: | ||||||||||||
Cost of sales – products | (8,706 | ) | (1,944 | ) | (19,512 | ) | (1,944 | ) | ||||
Research and development | (147,590 | ) | (87,660 | ) | (421,541 | ) | (177,678 | ) | ||||
Selling, general and administrative | (48,820 | ) | (15,641 | ) | (122,895 | ) | (35,187 | ) | ||||
Amortization of intangible assets | (188 | ) | (63 | ) | (563 | ) | (63 | ) | ||||
Total expenses | (205,304 | ) | (105,308 | ) | (564,511 | ) | (214,872 | ) | ||||
(Loss) income from operations | (151,102 | ) | 114,905 | (424,961 | ) | 5,341 | ||||||
Interest income (expense), net | 4,553 | (1,785 | ) | 7,997 | (3,581 | ) | ||||||
Other income, net | 1,585 | 1,103 | 2,389 | 1,541 | ||||||||
(Loss) income before income taxes | (144,964 | ) | 114,223 | (414,575 | ) | 3,301 | ||||||
Income tax benefit | 472 | 3,061 | 7,252 | 2,680 | ||||||||
Net (loss) income | $ | (144,492 | ) | $ | 117,284 | $ | (407,323 | ) | $ | 5,981 | ||
Less: Net loss attributable to noncontrolling interest | (461 | ) | (102 | ) | (1,809 | ) | (237 | ) | ||||
Net (loss) income attributable to BeiGene, Ltd. | $ | (144,031 | ) | $ | 117,386 | $ | (405,514 | ) | $ | 6,218 | ||
Net (loss) income attributable to Beigene, Ltd. per ADS: | ||||||||||||
Basic | $ | (2.53 | ) | $ | 2.79 | $ | (7.49 | ) | $ | 0.15 | ||
Diluted | $ | (2.53 | ) | $ | 2.54 | $ | (7.49 | ) | $ | 0.14 | ||
Weighted-average ADSs outstanding: | ||||||||||||
Basic | 56,906,867 | 42,118,973 | 54,114,038 | 40,563,845 | ||||||||
Diluted | 56,906,867 | 46,200,975 | 54,114,038 | 43,172,139 | ||||||||
Net (loss) income per share attributable to BeiGene, Ltd. | ||||||||||||
Basic | $ | (0.19 | ) | $ | 0.21 | $ | (0.58 | ) | $ | 0.01 | ||
Diluted | $ | (0.19 | ) | $ | 0.20 | $ | (0.58 | ) | $ | 0.01 | ||
Weighted-average ordinary shares outstanding: | ||||||||||||
Basic | 739,789,269 | 547,546,656 | 703,482,491 | 527,329,985 | ||||||||
Diluted | 739,789,269 | 600,612,680 | 703,482,491 | 561,237,818 | ||||||||
Condensed Consolidated Statements of Comprehensive Loss (U.S. GAAP)
(Amounts in thousands of U.S. Dollars) (unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||
Net (loss) income | $ | (144,492 | ) | $ | 117,284 | $ | (407,323 | ) | $ | 5,981 | ||
Other comprehensive loss, net of tax of nil: | ||||||||||||
Foreign currency translation adjustments | (4,217 | ) | 341 | (1,912 | ) | 985 | ||||||
Unrealized holding gain, net | 354 | 51 | 1,402 | 58 | ||||||||
Comprehensive (loss) income | (148,355 | ) | 117,676 | (407,833 | ) | 7,024 | ||||||
Less: Comprehensive loss attributable to noncontrolling interests | (486 | ) | (70 | ) | (1,812 | ) | (178 | ) | ||||
Comprehensive (loss) income attributable to BeiGene, Ltd. | $ | (147,869 | ) | $ | 117,746 | $ | (406,021 | ) | $ | 7,202 | ||
About BeiGene
BeiGene is a global, commercial-stage, research-based biotechnology company focused on molecularly-targeted and immuno-oncology cancer therapeutics. With a team of over 1,700 employees in China, the United States, Australia and Switzerland, BeiGene is advancing a pipeline consisting of novel oral small molecules and monoclonal antibodies for cancer. BeiGene is also working to create combination solutions aimed to have both a meaningful and lasting impact on cancer patients. BeiGene markets ABRAXANE® (nanoparticle albumin–bound paclitaxel), REVLIMID® (lenalidomide), and VIDAZA® (azacitidine) in China under a license from Celgene Corporation.i
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements regarding the encouraging clinical data for BeiGene’s product candidates and product revenue for its products; the advancement of and anticipated clinical development and regulatory milestones for its product candidates; and our plans and the expected milestones under the caption “Recent Business Highlights and Upcoming Milestones”. Actual results may differ materially from those indicated in the forward-looking statements as a result of various important factors, including BeiGene's ability to demonstrate the efficacy and safety of its drug candidates; the clinical results for its drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; BeiGene's ability to achieve commercial success for its marketed products and drug candidates, if approved; BeiGene's ability to obtain and maintain protection of intellectual property for its technology and drugs; BeiGene's reliance on third parties to conduct drug development, manufacturing and other services; BeiGene’s limited operating history and BeiGene's ability to obtain additional funding for operations and to complete the development and commercialization of its drug candidates, as well as those risks more fully discussed in the section entitled “Risk Factors” in BeiGene’s most recent quarterly report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in BeiGene's subsequent filings with the U.S. Securities and Exchange Commission. All information in this press release is as of the date of this press release, and BeiGene undertakes no duty to update such information unless required by law.
Investor Contact | Media Contact | |
Craig West | Liza Heapes | |
+1 857-302-5189 | + 1 857-302-5663 | |
ir@beigene.com | media@beigene.com | |
i ABRAXANE®, REVLIMID®, and VIDAZA® are registered trademarks of Celgene Corporation. |
EXHIBIT 99.2
BeiGene Initiates Global Head-to-Head Phase 3 Clinical Trial of Zanubrutinib in Patients with Relapsed/Refractory Chronic Lymphocytic Leukemia or Small Lymphocytic Lymphoma
CAMBRIDGE, Mass. and BEIJING, China, Nov. 07, 2018 (GLOBE NEWSWIRE) -- BeiGene, Ltd. (NASDAQ: BGNE; HKEX: 06160), a commercial-stage biopharmaceutical company focused on developing and commercializing innovative molecularly-targeted and immuno-oncology drugs for the treatment of cancer, today announced the first patient was dosed in a global Phase 3 clinical trial of its investigational BTK inhibitor zanubrutinib compared with ibrutinib in patients with relapsed/refractory chronic lymphocytic leukemia (CLL) or small lymphocytic lymphoma (SLL).
“We continue to be encouraged by data on zanubrutinib in various B-cell malignancies and are excited to further expand the development program for zanubrutinib in CLL and SLL with this Phase 3 trial, which represents the second Phase 3 study directly comparing zanubrutinib to ibrutinib,” said Jane Huang, M.D., Chief Medical Officer, Hematology, at BeiGene.
The global Phase 3 open-label trial is expected to enroll approximately 400 patients with relapsed/refractory CLL or SLL across approximately 150 study centers in the U.S., China, Europe, Australia and New Zealand. Patients will be randomized in a one-to-one manner to either zanubrutinib (160 mg orally twice daily) or ibrutinib (420 mg orally once daily). The primary endpoint is overall response rate, as determined by independent central review. Key secondary endpoints include progression-free survival, duration of response, overall survival, patient-reported outcomes, and safety.
Zanubrutinib was recently granted Fast Track Designation by the U.S. Food and Drug Administration (FDA) for the treatment of patients with Waldenström macroglobulinemia (WM). New drug applications (NDAs) in China for zanubrutinib as a treatment for patients with mantle cell lymphoma (MCL) and for patients with relapsed/refractory CLL or SLL, have been accepted for review by the National Medical Products Administration of China (NMPA, formerly known as CFDA or CDA).
Zanubrutinib is being studied in a broad registration program. In addition to this newly initiated Phase 3 trial, it is also being evaluated in a fully enrolled, global Phase 3 clinical trial in patients with WM comparing zanubrutinib to ibrutinib, a global Phase 3 clinical trial in patients with previously untreated CLL, and a pivotal Phase 2 trial in combination with GAZYVA® (obinutuzumab) in patients with relapsed/refractory follicular lymphoma. In China, in addition to the MCL and CLL filings, BeiGene has completed enrollment in another pivotal Phase 2 clinical trial of zanubrutinib in patients with WM.
For more information about the trial, patients and physicians should email BeiGene at clinicaltrials@beigene.com.
About Chronic Lymphocytic Leukemia and Small Lymphocytic Lymphoma
Chronic lymphocytic leukemia (CLL) and small lymphocytic lymphoma (SLL) are forms of non-Hodgkin lymphoma, a type of blood cancer, that arise from B lymphocytes. CLL and SLL are essentially the same disease, with the only difference being the location where the cancer primarily occurs.1 When most of the cancer cells are located in the bloodstream and the bone marrow, the disease is referred to as CLL, although the lymph nodes and spleen are often involved. When the cancer cells are located mostly in the lymph nodes, the disease is called SLL.2
About Zanubrutinib
Zanubrutinib (BGB-3111) is an investigational small molecule inhibitor of Bruton’s tyrosine kinase (BTK) that is currently being evaluated in a broad pivotal clinical program globally and in China as a monotherapy and in combination with other therapies to treat various B-cell malignancies.
About BeiGene
BeiGene is a global, commercial-stage, research-based biotechnology company focused on molecularly-targeted and immuno-oncology cancer therapeutics. With a team of over 1,700 employees in China, the United States, Australia and Switzerland, BeiGene is advancing a pipeline consisting of novel oral small molecules and monoclonal antibodies for cancer. BeiGene is also working to create combination solutions aimed to have both a meaningful and lasting impact on cancer patients. BeiGene markets ABRAXANE® (nanoparticle albumin–bound paclitaxel), REVLIMID® (lenalidomide) and VIDAZA® (azacitidine) in China under a license from Celgene Corporation.3
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements regarding BeiGene’s advancement of, and anticipated clinical development and regulatory milestones and plans related to zanubrutinib. Actual results may differ materially from those indicated in the forward-looking statements as a result of various important factors, including BeiGene's ability to demonstrate the efficacy and safety of its drug candidates; the clinical results for its drug candidates, which may not support further development or marketing approval; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; BeiGene's ability to achieve commercial success for its marketed products and drug candidates, if approved; BeiGene's ability to obtain and maintain protection of intellectual property for its technology and drugs; BeiGene's reliance on third parties to conduct drug development, manufacturing and other services; BeiGene’s limited operating history and BeiGene's ability to obtain additional funding for operations and to complete the development and commercialization of its drug candidates, as well as those risks more fully discussed in the section entitled “Risk Factors” in BeiGene’s most recent quarterly report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in BeiGene's subsequent filings with the U.S. Securities and Exchange Commission. All information in this press release is as of the date of this press release, and BeiGene undertakes no duty to update such information unless required by law.
Investor Contact | Media Contact | |
Craig West | Liza Heapes | |
+1 857-302-5189 | + 1 857-302-5663 | |
ir@beigene.com | media@beigene.com |
________________________
1 “Chronic Lymphocytic Leukemia/Small Lymphocytic Lymphoma” Fact Sheet, Lymphoma Research Foundation. Accessed at: https://www.lymphoma.org/wp-content/uploads/2018/04/LRF_FACTSHEET_CLL_SLL.pdf
2 “Chronic Lymphocytic Leukemia/Small Lymphocytic Lymphoma,” Lymphoma Research Foundation. Accessed at: https://www.lymphoma.org/aboutlymphoma/cll/
3 ABRAXANE®, REVLIMID® and VIDAZA® are registered trademarks of Celgene Corporation.