0000891293-17-000052.txt : 20170503 0000891293-17-000052.hdr.sgml : 20170503 20170503160732 ACCESSION NUMBER: 0000891293-17-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170503 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170503 DATE AS OF CHANGE: 20170503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CTI BIOPHARMA CORP CENTRAL INDEX KEY: 0000891293 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911533912 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 17809183 BUSINESS ADDRESS: STREET 1: 3101 WESTERN AVENUE STREET 2: SUITE 600 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 2062827100 MAIL ADDRESS: STREET 1: 3101 WESTERN AVENUE STREET 2: SUITE 600 CITY: SEATTLE STATE: WA ZIP: 98121 FORMER COMPANY: FORMER CONFORMED NAME: CELL THERAPEUTICS INC DATE OF NAME CHANGE: 19960321 8-K 1 a8-kearningsreleaseq12017.htm 8-K Document

 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): May 3, 2017
 

CTI BIOPHARMA CORP.
(Exact name of registrant as specified in its charter)
 

Washington
 
001-12465
 
91-1533912
(State or other jurisdiction of
incorporation or organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
3101 Western Avenue, Suite 600
Seattle, Washington 98121
(Address of principal executive offices)
Registrant’s telephone number, including area code: (206) 282-7100
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))

 




Item 2.02. Results of Operations and Financial Condition.
The information provided pursuant to this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing or other document filed by the Company pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document. The information provided pursuant to this Item 2.02 shall instead be deemed “furnished.”
On May 3, 2017, CTI BioPharma Corp. issued a press release announcing its financial results for the quarter and year ended March 31, 2017 and certain other information. The full text of the press release is set forth in Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit
No.
 
Description
 
Location
99.1
 
Press Release of CTI BioPharma Corp., dated May 3, 2017.
 
Furnished herewith.






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.

 
 
CTI BIOPHARMA CORP.

Date: May 3, 2017
 

By:
 

/s/ Bruce J. Seeley
 
 
 
 
Bruce J. Seeley
 
 
 
 
EVP, Chief Commercial and Administrative
 
 
 
 
Officer






EXHIBIT INDEX


Exhibit
No.
 
Description
 
Location
99.1
 
Press Release of CTI BioPharma Corp., dated May 3, 2017.
 
Furnished herewith.



EX-99.1 2 ex991earningsreleaseq12017.htm EXHIBIT 99.1 Exhibit
Exhibit 99.1
logoa10.jpg

CTI BioPharma Reports First Quarter 2017 Financial Results

- Pacritinib Marketing Authorization Application Submission Expected Mid-Year

-Expanded Partnership with Servier for Commercialization of PIXUVRI®

-Management to Host Conference Call/ Webcast Today at 4:30 p.m. Eastern time


SEATTLE, WA, May 3, 2017 - CTI BioPharma Corp. (NASDAQ and MTA:CTIC) today reported financial results for the first quarter ended March 31, 2017.

Recent Highlights

In April 2017, CTI BioPharma announced the expansion of the existing license and development collaboration agreement with Servier for PIXUVRI® (pixantrone). Under the expanded agreement, Servier will have rights to PIXUVRI in all markets except in the U.S. where CTI BioPharma will retain the commercialization rights. Servier will pay CTI BioPharma €12 million and is obligated to purchase a certain amount of PIXUVRI drug product for an additional €0.9 million. CTI BioPharma is eligible to receive €76 million in additional sales and regulatory milestone payments as well as royalties on net product sales.

In March 2017, Adam Craig, M.D., Ph.D., became President and CEO and as a Director of CTI BioPharma. Dr. Craig has over 20 years of experience in hematology, oncology and drug development in both the US and Europe. Dr. Craig has worked as an independent consultant providing strategic and operational advice and support to CTI BioPharma and other hematology/oncology biotechnology companies since 2016. Prior to consulting, Dr. Craig was Chief Medical Officer (CMO) and Executive Vice President of Development of Sunesis Pharmaceuticals from 2012 to 2016. From 2008 to 2012, Dr. Craig was CMO and Senior Vice President of Chemgenex Pharmaceuticals Ltd, a publicly-traded biotechnology company which was acquired by Cephalon/Teva Pharmaceuticals in 2011. Dr. Craig is a Member of the Royal College of Physicians (UK) and undertook Post-Graduate Training in Pediatrics and Pediatric Oncology.

“We have made excellent progress since the start of the year on the regulatory/clinical front and operationally. We plan to submit the Marketing Authorization Application for pacritinib to treat patients with myelofibrosis to the European Medicines Agency mid-year," said Adam R. Craig, M.D., Ph.D., President and Chief Executive Officer of CTI BioPharma. “We are currently preparing to initiate this quarter the PAC203 dose exploration study that was requested by the FDA and would expect to have interim data by the end of 2017. We are also pleased to have recently expanded our partnership with Servier for commercialization of PIXUVRI in the E.U."

First Quarter Financial Results

Total revenues for the first quarter ended March 31, 2017 were $0.8 million compared to $36.5 million for the same period in 2016. The decrease in total revenues for the first quarter of 2017 is primarily due to recognition of $32 million in milestone revenue related to pacritinib in the first quarter of 2016. Additionally, net product revenues of




PIXUVRI for the first quarter of 2017 decreased to $0.7 million compared to $1.2 million for the same period in 2016.

GAAP operating loss for the first quarter of 2017, was $19.3 million compared to GAAP operating income of $4.1 million for the same period in 2016. Non-GAAP operating loss, which excludes non-cash share-based compensation expense, for the first quarter of 2017, was $17.5 million compared to the non-GAAP operating income of $8.0 million for the same period in 2016. The Company’s operating loss for the first quarter of 2017, as compared to an operating income for the same period in 2016, is primarily due to recognition of $32 million in milestone revenue related to pacritinib as mentioned above. Research and development expenses decreased to $9.3 million for the first quarter of 2017 compared to $20.8 million for the same period in 2016. The decrease was primarily attributable to reductions in costs related to pacritinib clinical development due to the timing of completion of the Phase 3 clinical trials. Additionally, the decrease was attributable to a decrease in personnel costs related to a reduction in average headcount between periods and reductions in costs for PIXUVRI clinical development and pacritinib manufacturing. Non-cash share-based compensation expense for the first quarter of 2017, was $1.8 million compared to $3.8 million for the same period in 2016. For information on CTI BioPharma’s use of this non-GAAP measure and a reconciliation of such measure to GAAP operating loss, see the section below entitled “Non-GAAP Financial Measures.”

Net loss for the first quarter of 2017 was $19.8 million, or ($0.71) per share, compared to a net income of $3.3 million, or $0.12 per share, for the same period in 2016.

As of March 31, 2017, cash and cash equivalents totaled $33.3 million, compared to $44.0 million as of December 31, 2016.

Conference Call Information

CTI BioPharma management will host a conference call to review its first quarter 2017 financial results and provide an update on business activities. The event will be held today at 1:30 p.m. PT / 4:30 p.m. ET / 10:30 p.m. CEST. Participants can access the call at 1-888-455-2311 (domestic) or +1 719-457-2617 (international). To access the live audio webcast or the subsequent archived recording, visit www.ctibiopharma.com. Webcast and telephone replays of the conference call will be available approximately two hours after completion of the call. Callers can access the replay by dialing 1-888-203-1112 (domestic) or +1 719-457-0820 (international). The access code for the replay is 1369799. The telephone replay will be available until Wednesday, May 10, 2017.

About CTI BioPharma Corp.

CTI BioPharma Corp. is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. CTI BioPharma has a late-stage development pipeline, including pacritinib for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington. For additional information and to sign up for email alerts and get RSS feeds, please visit www.ctibiopharma.com.

Non-GAAP Financial Measures

CTI BioPharma has provided in this press release the historical non-GAAP financial measure of operating loss, excluding non-cash share-based compensation expense, for the first quarter ended March 31, 2017 and March 31, 2016. Due to varying available valuation methodologies, subjective assumptions and the different GAAP accounting treatment of different award types that companies can use under ASC Topic 718, CTI BioPharma’s management believes that providing a non-GAAP financial measure that excludes non-cash share-based compensation expense can enhance management’s and investors’ comparison of CTI BioPharma’s operating results over different periods of time as compared to the operating results of other companies.





CTI BioPharma’s use of a non-GAAP financial measure has limitations and should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. One limitation is that CTI BioPharma’s reported non-GAAP operating loss in 2017 results in the exclusion of a recurring expense, since CTI BioPharma expects that share-based compensation will continue to be a significant recurring expense in CTI BioPharma’s business. A second limitation is that CTI BioPharma’s methodology for calculating non-GAAP operating loss, which only excludes the component of share-based compensation, may differ from the methodology CTI BioPharma’s peer companies utilize to the extent they report non-GAAP operating income or similarly titled measures. Accordingly, CTI BioPharma’s non-GAAP operating loss may not necessarily be comparable to similarly titled measures of other companies. Investors are urged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of CTI BioPharma’s non-GAAP financial measures to the most directly comparable GAAP measures has been provided in the financial statement tables included below in this press release.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to a number of risks and uncertainties, the outcome of which could materially and/or adversely affect actual future results and the trading price of CTI BioPharma’s securities. Such statements include, but are not limited to, expectations with respect to the timing and planned enrollment of PAC203 and our ability to interpret clinical trial data and results for PERSIST-2 despite not satisfying the pre-specified minimum evaluable patient goal, expectations with respect to the potential therapeutic utility of pacritinib, statements regarding CTI BioPharma’s expectations with respect to the potential of pacritinib to achieve treatment goals, CTI BioPharma’s intent to present pacritinib data at an upcoming scientific meeting, CTI BioPharma’s intent to submit a new MAA, the development of CTI BioPharma and its product and product candidate portfolio, including the advancement of pacritinib and other pipeline programs, CTI BioPharma’s ability to achieve its goals in 2017 and beyond, CTI BioPharma’s intent to continue efforts to commercialize PIXUVRI in Europe and expand the market potential for PIXUVRI, and CTI BioPharma’s plans to continue advancing the development of its pipeline candidates through strategic product collaborations or cooperative group and investigator-sponsored trials, as well as the identification and acquisition of additional pipeline opportunities. In particular, this press release addresses select preliminary clinical trial data and results, and should be evaluated together with information regarding primary and secondary endpoints, safety and additional data once such data has been more fully analyzed and is made publicly available. The statements are based on assumptions about many important factors and information currently available to us to the extent we have thus far had an opportunity to fully and carefully evaluate such information in light of all surrounding facts, circumstances, recommendations and analyses. Risks that contribute to the uncertain nature of the forward-looking statements include, among others, risks associated with the biopharmaceutical industry in general and with CTI BioPharma and its product and product candidate portfolio in particular including, among others, risks associated with the following: that CTI BioPharma cannot predict or guarantee the outcome of preclinical and clinical studies, the potential failure of pacritinib to prove safe and effective as determined by the FDA and/or the European Medicines Agency, changes to study protocol or design or sample size to address any patient safety, efficacy or other issues raised by the FDA or otherwise, that top-line results observed to date may differ from future results or that different conclusions or considerations may qualify such results once existing data has been more fully evaluated, that CTI BioPharma may not obtain favorable determinations by other regulatory, patent and administrative governmental authorities, that CTI BioPharma may experience delays in the commencement of preclinical and clinical studies, that the costs of developing pacritinib and CTI BioPharma’s other product candidates may rise; other risks, including, without limitation, competitive factors, technological developments, that CTI BioPharma may not be able to sustain its current cost controls or further reduce its operating expenses, that CTI BioPharma may not achieve previously announced goals, contractual milestones and objectives as or when projected, that CTI BioPharma’s average net operating burn rate may increase, that CTI BioPharma will continue to need to raise capital to fund its operating expenses, but may not be able to raise sufficient amounts to fund its continued operation; as well as other risks listed or described from time to time in CTI BioPharma’s most recent filings with




the SEC on Forms 10-K, 10-Q and 8-K. Except as required by law, CTI BioPharma does not intend to update any of the statements in this press release upon further developments.

# # #
CTI BioPharma Contacts:
Ed Bell
+1 206-272-4345
ebell@ctibiopharma.com









 
CTI BioPharma Corp.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(unaudited)
 
 
 
 
 
 
Three Months Ended
March 31,
 
 
 
2017
 
2016
 
Revenues:
 
 
 
 
 
Product sales, net
 
$
686

 
$
1,223

 
License and contract revenue
 
68

 
35,252

 
Total revenues
 
754

 
36,475

 
Operating costs and expenses:
 
 

 
 

 
Cost of product sold
 
133

 
190

 
Research and development
 
9,253

 
20,846

 
Selling, general and administrative
 
10,688

 
11,312

 
Total operating costs and expenses
 
20,074

 
32,348

 
(Loss) income from operations
 
(19,320
)
 
4,127

 
Non-operating income (expense):
 
 

 
 

 
Interest expense
 
(534
)
 
(714
)
 
Amortization of debt discount and issuance costs
 
(38
)
 
(101
)
 
Foreign exchange (loss) gain
 
(43
)
 
198

 
Other non-operating expense
 

 
(519
)
 
Net (loss) income before noncontrolling interest
 
(19,935
)
 
2,991

 
Noncontrolling interest
 
107

 
321

 
Net (loss) income
 
$
(19,828
)
 
$
3,312

 
Net (loss) income per common share:
 
 

 
 

 
Basic
 
$
(0.71
)
 
$
0.12

 
Diluted
 
$
(0.71
)
 
$
0.12

 
Shares used in calculation of (loss) earnings per common share:
 
 
 
 
 
Basic
 
28,045

 
27,793

 
Diluted
 
28,045

 
27,816


Balance Sheet Data (unaudited):
 
(amounts in thousands)
 
 
March 31,
 
December 31,
 
 
2017
 
2016
Cash and cash equivalents
 
$
33,283

 
$
44,002

Working capital
 
(5,104
)
 
15,178

Total assets
 
44,660

 
63,843

Current portion of long-term debt
 
8,170

 
7,949

Long-term debt, less current portion
 
9,193

 
11,311

Total shareholders' (deficit) equity
 
(10,373
)
 
7,757






 
Non-GAAP Reconciliations
(In thousands)
(unaudited)
 
 
 
 
 
Three Months Ended
March 31,
 
 
 
2017
 
2016
 
As reported - (loss) income from operations (GAAP)
 
$
(19,320
)
 
$
4,127

 
As reported - share-based compensation expense (GAAP)
 
1,799

 
3,826

 
As adjusted - (loss) income from operations (Non-GAAP)
 
$
(17,521
)
 
$
7,953




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