0001104659-12-055212.txt : 20120807 0001104659-12-055212.hdr.sgml : 20120807 20120807160116 ACCESSION NUMBER: 0001104659-12-055212 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120807 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120807 DATE AS OF CHANGE: 20120807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIVUS INC CENTRAL INDEX KEY: 0000881524 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943136179 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33389 FILM NUMBER: 121013220 BUSINESS ADDRESS: STREET 1: 1172 CASTRO ST STREET 2: STE 200 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94040 BUSINESS PHONE: 6509345265 MAIL ADDRESS: STREET 1: 1172 CASTRO STREET CITY: MOUNTAIN VIEW STATE: CA ZIP: 94040 8-K 1 a12-17818_18k.htm 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 7, 2012

 


 

VIVUS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33389

 

94-3136179

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

1172 CASTRO STREET

MOUNTAIN VIEW, CA 94040

(Address of principal executive offices, including zip code)

 

(650) 934-5200

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

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 7, 2012, VIVUS, Inc. issued a press release regarding its financial results for the second quarter and six months ended June 30, 2012 and certain other information.  The full text of the press release concerning the foregoing is furnished herewith as Exhibit 99.1.

 

The information in this Form 8-K and the exhibit attached hereto 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, or incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)  Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated August 7, 2012.

 

2



 

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.

 

 

VIVUS, INC.

 

 

 

 

 

/s/ Lee B. Perry

 

Lee B. Perry

 

Vice President and Chief Accounting Officer

 

 

Date:  August 7, 2012

 

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated August 7, 2012.

 

4


EX-99.1 2 a12-17818_1ex99d1.htm EX-99.1

Exhibit 99.1

 

GRAPHIC

 

CONTACT:

 

 

 

 

 

VIVUS, Inc.

Investor Relations:

The Trout Group

Timothy E. Morris

 

Brian Korb

Chief Financial Officer

 

bkorb@troutgroup.com

morris@vivus.com

 

646-378-2923

 

VIVUS Reports Second Quarter and First Six Months 2012 Financial Results

 

MOUNTAIN VIEW, Calif., August 7, 2012 VIVUS, Inc. (NASDAQ: VVUS), a biopharmaceutical company dedicated to the development and commercialization of novel therapeutic products, today reported its financial results for the second quarter and six months ended June 30, 2012.

 

On July 17, 2012, the U.S. Food and Drug Administration (FDA) approved Qsymia™ as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adult patients with an initial body mass index (BMI) of 30 or greater (obese), or a BMI of 27 or greater (overweight) in the presence of at least one weight-related comorbidity, such as hypertension, type 2 diabetes mellitus or high cholesterol (dyslipidemia). We anticipate the launch of Qsymia in the United States in the fourth quarter of 2012.

 

“The approval of Qsymia is the culmination of a decade of committed effort by our employees and consultants, the clinical study site physicians, nurses and coordinators, and approximately 3,700 patients who participated in our clinical program,” stated Leland Wilson, chief executive officer of VIVUS. “The second important achievement in the quarter was the FDA approval of STENDRA™ (avanafil) for erectile dysfunction.  Strategically, we plan to monetize STENDRA and are currently in discussions with potential partners.”

 

Second Quarter Financial Results

 

For the second quarter ended June 30, 2012, VIVUS reported a loss of $24.0 million, or $0.24 per share, as compared to a loss of $16.2 million, or $0.20 per share for the second quarter last year. The increase in net loss is primarily attributable to increased expenses for Qsymia pre-commercialization activities, which are included in general and administrative expenses.

 

VIVUS, Inc. 1172 Castro Street, Mountain View, CA 94040  Tel 650-934-5200  Fax 650-934-5389  www.vivus.com

 



 

First Half Financial Results

 

Net loss for the first six months of 2012 is $42.8 million, or $0.45 per share, as compared to a loss of $26.1 million, or $0.32 per share, for 2011. The increase is primarily due to higher general and administrative expenses incurred in preparation for the Qsymia launch.

 

Cash, Cash Equivalents and Available-for-Sale Securities

 

VIVUS had cash, cash equivalents and available-for-sale securities (cash) of $310.4 million at June 30, 2012, as compared to $146.8 million at December 31, 2011. The increase in cash of $163.6 million is primarily the net result of cash provided by financing activities, including the net proceeds of $192.0 million received from an underwritten public offering of our common stock in March 2012, and cash used for operating activities.

 

Qsymia Update

 

Qsymia was approved with a Risk Evaluation and Mitigation Strategy (REMS) with a goal of informing prescribers and female patients of reproductive potential about an increased risk of orofacial clefts in infants exposed to Qsymia during the first trimester of pregnancy, the importance of pregnancy prevention for females of reproductive potential receiving Qsymia and the need to discontinue Qsymia immediately if pregnancy occurs. The Qsymia REMS program includes a Medication Guide, Healthcare Provider training, distribution through certified pharmacies and assessments at specified times.

 

Qsymia is indicated as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adult patients with an initial body mass index (BMI) of 30 kg/m2 or greater (obese), or 27 kg/m2 or greater (overweight) in the presence of at least one weight related comorbidity such as hypertension, type 2 diabetes mellitus, or dyslipidemia.  The effect of Qsymia on cardiovascular morbidity and mortality has not been established.  The safety and effectiveness of Qsymia in combination with other products intended for weight loss, including prescription and over the-counter drugs and herbal preparations, have not been established.

 

Qsymia can cause fetal harm. Data from pregnancy registries and epidemiology studies indicate that a fetus exposed to topiramate, a component of Qsymia, in the first trimester of pregnancy has an increased risk of oral clefts (cleft lip with or without cleft palate).  Qsymia must not be used by women who are pregnant; by patients with eye problems (glaucoma); by patients who have been told they have an overactive thyroid; by patients taking a type of anti-depressant called MAOI; or by patients who are allergic to phentermine, topiramate, or any of the ingredients in Qsymia.  The most common side effects seen in Qsymia clinical studies were tingling in the hands and feet, dizziness, change in taste, trouble sleeping, constipation, and dry mouth.

 

For more information about Qsymia, go to www.Qsymia.com or for full prescribing information go to http://www.vivus.com/docs/QsymiaPI.pdf.

 

STENDRA Update

 

Our drug, STENDRA (avanafil), was approved by the FDA on April 27, 2012, for the treatment of erectile dysfunction, or ED. STENDRA is a phosphodiesterase 5 (PDE5) inhibitor indicated

 



 

for the treatment of ED.  In March 2012, we submitted and the European Medicines Agency (EMA) accepted our Marketing Authorization Application (MAA) for avanafil. Avanafil is licensed from Mitsubishi Tanabe Pharma Corporation. VIVUS has development and commercial rights to avanafil for the treatment of sexual dysfunction worldwide with the exception of certain Asian Pacific Rim countries. We intend to market and sell STENDRA in the United States and, if approved, in the EU and other territories outside the United States through collaboration arrangements with third parties.

 

Administration of STENDRA with any form of organic nitrates, either regularly and/or intermittently, is contraindicated.  STENDRA is contraindicated in patients with a known hypersensitivity to any component of the tablet.  The most common adverse reactions include headache, flushing, nasal congestion, nasopharyngitis, and back pain.

 

For more information about STENDRA, go to www.STENDRA.com or for full prescribing information go to http://www.stendra.com/assets/pdf/STENDRA-avanafil-tablets-full-PI.pdf.

 

Note to Investors

 

As previously announced, VIVUS will hold a conference call and an audio webcast to discuss the second quarter financial results today, August 7, 2012, beginning at 1:15 p.m. Pacific Time. Investors can listen to this call by dialing 1-877-359-2916 and outside the U.S. 224-357-2386. Slides will be available for viewing at http://ir.vivus.com.  A webcast replay will be available for 30 days and can be accessed at http://ir.vivus.com/.

 

About VIVUS

 

VIVUS is a biopharmaceutical company commercializing and developing innovative, next-generation therapies to address unmet needs in obesity, sleep apnea, diabetes and sexual health for U.S., Europe and other world markets. Qsymia is also in phase 2 clinical development for the treatment of type 2 diabetes and obstructive sleep apnea. For more information about the company, please visit www.vivus.com.

 

Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “opportunity” and “should,” among others. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, our lack of commercial experience with Qsymia in the U.S.; the timing of initiation and completion of the clinical studies required as part of the approval of Qsymia by the FDA; the response from the FDA to the data that VIVUS will submit relating to post-approval clinical studies; the impact of the indicated uses and contraindications contained in the Qsymia label and the REMS requirements; the impact of distribution of Qsymia through a certified pharmacy network; that

 



 

we may be required to provide further analysis of previously submitted clinical trial data; our response to questions and requests for additional information including additional pre-clinical or clinical studies from the EMA, and the Committee for Medicinal Products for Human Use, or CHMP, of the MAA, for Qsymia (referred to as Qsiva in the EU); our ability to successfully commercialize or establish a marketing partnership for avanafil, which will be marketed in the U.S. under the name STENDRA, or our partner’s ability to obtain and maintain regulatory approval to manufacture and adequately supply avanafil for commercial use; our history of losses and variable quarterly results; substantial competition; risks related to the failure to protect our intellectual property and litigation in which we may become involved; uncertainties of government or third party payer reimbursement; our reliance on sole source suppliers; our limited sales and marketing and manufacturing experience; our reliance on third parties and our collaborative partners; our failure to continue to develop innovative investigational drug candidates and drugs; risks related to the failure to obtain FDA or foreign authority clearances or approvals and noncompliance with FDA or foreign authority regulations; our ability to demonstrate through clinical testing the safety and effectiveness of our investigational drug candidates; the timing of initiation and completion of clinical trials and submissions to foreign authorities; the volatility and liquidity of the financial markets; our liquidity and capital resources; and our expected future revenues, operations and expenditures. As with any pharmaceutical in development, there are significant risks in the development, the regulatory approval, and commercialization of new products. There are no guarantees that our response to the CHMP’s 180-day list of outstanding issues and subsequent meetings and communications will be sufficient to satisfy the CHMP’s safety concerns, that the foreign authorities will not require us to conduct any additional prospective studies or retrospective observational studies, or that any product will receive foreign regulatory approval for any indication or prove to be commercially successful. VIVUS does not undertake an obligation to update or revise any forward-looking statements. Investors should read the risk factors set forth in VIVUS’ Form 10-K for the year ending December 31, 2011, and periodic reports filed with the Securities and Exchange Commission.

 

###

 



 

VIVUS, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30

 

June 30

 

June 30

 

June 30

 

 

 

2012

 

2011

 

2012

 

2011

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

$

8,873

 

$

11,035

 

$

15,007

 

$

15,515

 

General and administrative

 

15,444

 

5,303

 

28,082

 

10,731

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

24,317

 

16,338

 

43,089

 

26,246

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(24,317

)

(16,338

)

(43,089

)

(26,246

)

 

 

 

 

 

 

 

 

 

 

Interest and other income (expense), net

 

54

 

36

 

71

 

78

 

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations before income taxes

 

(24,263

)

(16,302

)

(43,018

)

(26,168

)

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

(3

)

(2

)

(10

)

(3

)

 

 

 

 

 

 

 

 

 

 

Loss from continuing operations

 

(24,266

)

(16,304

)

(43,028

)

(26,171

)

 

 

 

 

 

 

 

 

 

 

Income from discontinued operations

 

218

 

107

 

202

 

121

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(24,048

)

$

(16,197

)

$

(42,826

)

$

(26,050

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share:

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

(0.24

)

$

(0.20

)

$

(0.45

)

$

(0.32

)

Discontinued operations

 

0.00

 

0.00

 

0.00

 

0.00

 

Net loss per share

 

$

(0.24

)

$

(0.20

)

$

(0.45

)

$

(0.32

)

 

 

 

 

 

 

 

 

 

 

Shares used in per share computation:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

99,777

 

81,928

 

96,022

 

81,874

 

 



 

VIVUS, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value amount)

 

 

 

June 30

 

December 31

 

 

 

2012

 

2011*

 

 

 

(unaudited)

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

80,940

 

$

39,554

 

Available-for-sale securities

 

229,451

 

107,282

 

Inventories

 

3,430

 

3,107

 

Prepaid expenses and other assets

 

7,845

 

1,793

 

Total current assets

 

321,666

 

151,736

 

Property and equipment, net

 

412

 

320

 

Total assets

 

$

322,078

 

$

152,056

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

6,246

 

$

2,940

 

Accrued and other liabilities

 

7,678

 

6,392

 

Current liabilities of discontinued operations

 

899

 

1,640

 

Total current liabilities

 

14,823

 

10,972

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock; $.001 par value; shares authorized 200,000; shares outstanding - 100,141 at June 30, 2012; 88,975 at December 31, 2011, respectively

 

100

 

89

 

Additional paid-in capital

 

696,259

 

487,235

 

Accumulated other comprehensive (loss) income

 

(13

)

25

 

Accumulated deficit

 

(389,091

)

(346,265

)

Total stockholders’ equity

 

307,255

 

141,084

 

Total liabilities and stockholders’ equity

 

$

322,078

 

$

152,056

 

 


*The Condensed Consolidated Balance Sheet at December 31, 2011 has been derived from the audited financial statements as of that date.

 


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