-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
Vixs7R1PRpsKUaanq2ETT4P2qtrGC9TbUkax/oNah7pkoT+DZU7KWfmc/c0DHr0G
K+qNvsa2WXumd7Ovzdv4XA==
0001102624-10-000348.txt : 20100809
0001102624-10-000348.hdr.sgml : 20100809
20100809130205
ACCESSION NUMBER: 0001102624-10-000348
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20100809
ITEM INFORMATION: Results of Operations and Financial Condition
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20100809
DATE AS OF CHANGE: 20100809
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CYPRESS BIOSCIENCE INC
CENTRAL INDEX KEY: 0000716054
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 222389839
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-12943
FILM NUMBER: 101000770
BUSINESS ADDRESS:
STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
BUSINESS PHONE: 8584522323
MAIL ADDRESS:
STREET 1: 4350 EXECUTIVE DRIVE,SUITE 325
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
FORMER COMPANY:
FORMER CONFORMED NAME: IMRE CORP
DATE OF NAME CHANGE: 19920703
8-K
1
cypress8k.htm
CYPRESS BIOSCIENCE, INC 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: August 09, 2010
(Date of earliest event reported)
|
Cypress Bioscience, Inc
(Exact name of registrant as specified in its charter)
|
|
Delaware
(State or other jurisdiction of incorporation)
|
0-12943
(Commission File Number)
|
22-2389839
(IRS Employer Identification Number)
|
|
4350 Executive Drive Suite 325
(Address of principal executive offices)
|
|
92121
(Zip Code)
|
858-452-2323 (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:
- o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
- o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
- o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
- o 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 9, 2010, we issued a press release announcing financial results for the quarter ended June 30, 2010. The text of this press release is set forth as Exhibit 99.1.
In accordance with general instructions B.6 of Form 8-K, the information in this report, including Exhibit 99.1, is furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1 Press Release of Cypress Bioscience, Inc dated August 09, 2010
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.
|
Dated: August 09, 2010
|
CYPRESS BIOSCIENCE, INC
By: /s/ Jay Kranzler
Jay Kranzler
Chief Executive Officer
|
Exhibit Index
|
Exhibit No. |
Description |
99.1 |
Press Release of Cypress Bioscience, Inc dated August 09, 2010 |
EX-99
2
cypressbiosciencein.htm
CYPRESS BIOSCIENCE, INC PRESS RELEASE
Cypress Bioscience Announces Second Quarter 2010 Financial Results
SAN DIEGO, CA -- (Marketwire - August 09, 2010) - Cypress Bioscience, Inc. (NASDAQ: CYPB) today announced financial results for the second quarter of 2010. The Company reported total revenue of $9.1 million for the quarter ended June 30, 2010, which includes commercial revenues of $8.1 million and revenues under collaborative agreement of $0.8 million. For the quarter ended June 30, 2010, the Company reported a net loss of $1.8 million or $0.05 per share compared to a net loss of $8.6 million or $0.23 per share for the same period in 2009. At June 30, 2010, the Company had cash, cash equivalents and investments totaling $105.5 million.
The Company reported revenues of $9.1 million and $17.2 million for the quarter and six months ended June 30, 2010, respectively, compared to $5.8 million and $13.7 million for the same periods in 2009. The $8.1 million in commercial revenues the Company reported for the quarter ended June 30, 2010 includes royalty revenues of $3.1 million and sales force reimbursement of $4.6 million in connection with the sales of Savella. The sales force reimbursement of $4.6 million recognized during the second quarter reflects an upward adjustment of $0.7 million related to non-target detail calls performed in prior periods that were validated by Forest Laboratories. As previously announced on August 4, 2010, the Company recently announced that it is discontinuing its rights under its agreement with Forest Laboratories to co-promote Savella, and accordingly will no longer be selling Savella or receiving sales force reimbursement in connection with sales of Savella. The Company will retain all other rights under its agre
ement with Forest Laboratories, including its royalty on Savella sales generated by Forest Laboratories.
Total operating expenses for the quarter and six months ended June 30, 2010 were $11.0 million and $23.9 million, respectively, compared to $14.9 million and $32.6 million for the same periods in 2009. The decrease in operating expenses for the three months ended June 30, 2010 was primarily due to compensation expense recognized during the three months ended June 30, 2009 for contingent payments in connection with the Company's acquisition of Proprius, as well as lower marketing and promotional activities for the Company's personalized medicine services business during the three months ended June 30, 2010. The decrease in operating expenses for the six months ended June 30, 2010 was primarily due to a decrease in research and development costs incurred during 2010 due to non-recurring costs incurred during the same period in 2009, including a $3.0 million milestone payment to a licensor, Pierre Fabre, upon our NDA approval and a $2.0 million payment in connection with an asset purchase transaction for a tech
nology to diagnose and monitor Lupus.
Also as previously announced on August 4, 2010, the Company will either discontinue or sell its personalized medicine services business by the end of the third quarter of 2010, and will be decreasing its workforce by approximately 86% [affecting 123 of its employees]. The Company estimates that these actions will decrease its operating costs by approximately $10.0 million on an annualized basis. Operating results for the remainder of 2010 will be adversely affected by restructuring-related charges, which the Company currently estimates will be approximately $4.0 million to $4.5 million.
About Cypress Bioscience, Inc.
Cypress Bioscience is a pharmaceutical company dedicated to the development of innovative drugs targeting large unmet medical needs for patients suffering from a variety of disorders of the central nervous system. Since 1999, the Company has received multiple FDA approvals, including Prosorba™, a medical device for rheumatoid arthritis, and Savella® (milnacipran HCl), for fibromyalgia. The Company focuses on generating shareholder value by reaching clinical development milestones as quickly and efficiently as possible. Cypress' currently marketed product is Savella. Development-stage assets include CYP-1020 for cognitive impairment in schizophrenia, as well as AVISE-SLE(SM), a lupus diagnostic testing service. AVISE-SLE(SM) is included in the Company's personalized medicine services business, which the Company recently announced it intends to sell or cease operating by the end of the third quarter of 2010. More information on the Company and its products and development assets is available at
http://www.cypressbio.com/.
This press release, as well as the Company's SEC filings and website at http://www.cypressbio.com, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include statements with respect to the discontinuation of the Company's rights to co-promote Savella and the discontinuation or sale of the Company's personalized medicine services business and the related reduction in force, statements relating to the cost of implementing such actions, statements relating to the impact of such actions on the Company's annual operating costs and the charges related to such actions, and statements related to the Company's means of generating shareholder value. Actual results could vary materially from those described as a result of a number of factors, including risks and uncertainties that the Company may require more cash than anticipated for its discontinuation and sale activities, risks that the Company's anticipated reduction in operating costs may
not materialize as expected, risks that the Company's restructuring-related charges may be more than expected, risks that the Company may not be able to achieve clinical development milestones and other risks and uncertainties described in the Company's most recent Annual Report on Form 10-K, most recent Quarterly Report on Form 10-Q and any subsequent SEC filings. You are urged to consider statements that include the words "may," "will," "would," "could," "should," "believes," "potential," "expects," "plans," "anticipates," "intends," or the negative of those words or other comparable words to be uncertain and forward-looking. The statements in this press release speak only as the date hereof, and the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
CYPRESS BIOSCIENCE, INC.
Condensed Consolidated Financial Data
(In thousands except per share data)
Statement of Operations Data:
Quarter ended Six months ended
June 30, June 30,
2010 2009 2010 2009
-------- -------- -------- --------
(unaudited) (unaudited)
Revenues:
Revenues under collaborative
agreement $ 843 $ 930 $ 1,694 $ 8,323
Commercial revenues 8,101 4,819 15,174 5,282
Revenues from personalized
medicine services 177 56 373 59
-------- -------- -------- --------
Total revenues 9,121 5,805 17,241 13,664
Operating expenses:
Cost of personalized medicine
services 520 499 1,089 858
Research and development 1,179 2,048 2,157 9,286
General and administrative 9,347 12,357 20,677 22,414
-------- -------- -------- --------
Total operating expenses 11,046 14,904 23,923 32,558
-------- -------- -------- --------
Interest income 133 490 323 1,125
-------- -------- -------- --------
Net loss $ (1,792) $ (8,609) $ (6,359) $(17,769)
======== ======== ======== ========
Net loss per share - basic and
diluted $ (0.05) $ (0.23) $ (0.17) $ (0.47)
======== ======== ======== ========
Shares used in computing net loss
per share - basic and diluted 38,378 38,060 38,376 38,021
======== ======== ======== ========
Balance Sheet Data:
June 30, December 31,
2010 2009
------------ ------------
(unaudited)
Assets
Cash, cash equivalents and short-term
investments $ 105,517 $ 141,673
Restricted cash 30,000 -
Other current assets 7,929 10,404
Goodwill 21,929 21,929
Other non-current assets 1,886 2,059
------------ ------------
Total assets $ 167,261 $ 176,065
============ ============
Liabilities and Stockholders' Equity
Current liabilities $ 7,531 $ 11,573
Long-term liabilities 21,307 23,908
Stockholders' equity 138,423 140,584
------------ ------------
Total liabilities and stockholders' equity $ 167,261 $ 176,065
============ ============
CONTACT:
Mary Gieson
Investor Relations
Cypress Bioscience, Inc.
(858) 452-2323
-----END PRIVACY-ENHANCED MESSAGE-----