e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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)
March 12, 2008
Cadence Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33103
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41-2142317 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
12481 High Bluff Drive, Suite 200
San Diego, California 92130
(Address of principal executive offices, including zip code)
(858) 436-1400
(Registrants 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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 2.02 |
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Results of Operations and Financial Condition |
On March 12, 2008, Cadence Pharmaceuticals, Inc. issued a press release and is holding a
conference call announcing its financial results for the three months and year ended December 31,
2007. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.
In accordance with General Instruction B.2. of Form 8-K, the information in this Current
Report on Form 8-K, including Exhibit 99.1, 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 liability of that section, nor shall it 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 a filing.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
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Exhibit No. |
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Description |
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99.1
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Press Release of Cadence Pharmaceuticals, Inc. dated March 12, 2008 |
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.
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CADENCE PHARMACEUTICALS, INC. |
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By:
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/s/ William R. LaRue
William
R. LaRue |
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Senior Vice President, Chief Financial Officer, |
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Treasurer and Assistant Secretary |
Date: March 12, 2008
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press Release of Cadence Pharmaceuticals, Inc. dated March 12, 2008 |
exv99w1
Exhibit 99.1
Cadence Pharmaceuticals Reports Fourth Quarter and Full Year 2007 Financial
Results and Provides Corporate and Clinical Program Overview
SAN DIEGO, CA March 12, 2008 Cadence Pharmaceuticals, Inc. (NASDAQ: CADX), a biopharmaceutical
company focused on in-licensing, developing and commercializing proprietary product candidates
principally for use in the hospital setting, today reported financial
results for the quarter and year ended December 31, 2007, and provided corporate and clinical program overviews for
the year ended 2007 and for 2008 to date.
During 2007, we continued to advance the Phase III clinical programs for our two product
candidates, Acetavance, an intravenous formulation of acetaminophen for the treatment of pain and
fever, and Omigard, a topical antimicrobial gel for the prevention of catheter-related
infections, stated Ted Schroeder, President and CEO of Cadence Pharmaceuticals. In addition, we
achieved important corporate objectives of strengthening our management team and, in February 2008,
raising gross proceeds of approximately $49.3 million in a registered direct equity offering. We believe we now have
sufficient resources and capital to advance our two product candidates through to NDA submissions,
currently anticipated in the first half of 2009.
Financial Results
For the fourth quarter ended December 31, 2007, Cadence reported a net loss of $14.2 million, or
$0.50 per share, compared to a net loss of $9.0 million, or $0.53 per share, for the same period in
2006. For the year ended December 31, 2007, Cadence reported a net loss of $51.7 million, or $1.81
per share, as compared to a net loss of $52.2 million, or $10.07 per share, for the same period in
2006. The results for the year ended December 31, 2007, included approximately $4.3 million in
stock-based compensation expense.
As of December 31, 2007, Cadence held cash and cash equivalents of $55.4 million. Including the
proceeds from the registered direct offering completed in February 2008, the companys cash and
cash equivalents balance as of February 29, 2008, was $98.0 million.
Total operating expenses for the fourth quarter of 2007 were $14.6 million, as compared to $9.6
million for the same period in 2006. The increased operating expenses in the fourth quarter
of 2007 were primarily a result of increases of $0.5 million and $1.6 million in research and
development costs related to on-going Phase III clinical trials of Acetavance and Omigard,
respectively, and the addition of research and development staff to support clinical and regulatory
efforts for both product candidates. In addition, general and administrative costs increased $1.2
million as a result of stock-based compensation expenses and other personnel related charges, other
professional and consulting fees, and costs related to operating as a public company.
Page 1 of 6
Total operating expenses for the year ended December 31, 2007, were $54.2 million compared to $53.6
million for the same period in 2006. Research and development expenses decreased $6.0 million in
2007 to $41.8 million, compared to $47.8 million in 2006. This decrease was primarily due to a
$25.3 million initial license fee and related costs for Acetavance incurred in March 2006.
Excluding the license fee, research and development expenses for 2007
increased $19.3 million from 2006 primarily due to the advancement of the Acetavance and Omigard clinical development
programs. Marketing expenses increased $2.1 million in 2007 to $2.9 million, primarily due to
increased market research and related costs for Acetavance and Omigard and increased salaries and
related personnel costs from the planned addition of marketing staff in 2007 as compared to 2006.
In addition, general and administrative expenses increased $4.6 million in 2007 to $9.6 million,
primarily due to increases in salaries and related personnel costs (including an increase of $1.5
million in stock-based compensation charges) from the planned addition of general and
administrative staff in 2007 as compared to 2006, and costs related to operating as a public
company.
Financial Outlook for 2008
Cadence currently anticipates that total operating expenses for full year 2008 will be between $54
million and $59 million including an estimated $4 to $6 million in non-cash stock-based
compensation expenses. Cadence expects that cash, cash equivalents and investments held for sale
at December 31, 2008, will be between $41 million and $46 million.
Acetavance Clinical Program
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In January 2008, Cadence announced topline results from two Phase III clinical trials of
Acetavance, Study 301 and Study 302. While Study 301, which evaluated Acetavance in the
treatment of pain following abdominal gynecologic surgery, successfully achieved several
secondary endpoints, including pain relief, global patient satisfaction and time to
administration of rescue medication, the study did not meet its primary endpoint of
demonstrating a statistically significant reduction in patients pain intensity levels over 48
hours compared to placebo. Study 302, a Phase III clinical trial of Acetavance in fever,
successfully met its primary endpoint, demonstrating a statistically significant reduction of
fever over six hours compared to placebo. In both studies, Acetavance demonstrated a favorable
safety profile, which was similar to placebo. |
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In January 2008, Cadence also initiated communications with the FDA to obtain
additional guidance regarding its clinical development program for Acetavance. Cadence expects
to receive such guidance from the FDA in the second quarter of 2008. Based upon the outcome of
these communications, Cadence may conduct additional clinical trials or modify its ongoing
clinical trials of this product candidate. |
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In the fourth quarter of 2007, Cadence initiated enrollment in Study 304, a pivotal, Phase
III clinical trial of Acetavance for the treatment of acute pain in adults following abdominal
laparoscopic surgery. This randomized, double-blind, multi-center study of 240 patients is
designed to evaluate the safety and efficacy of Acetavance administered over 24 hours as a
1000 mg dose every six hours and as a 650 mg dose every four hours, compared to placebo.
Cadence has recently implemented several design enhancements to this study, including
tightening patient eligibility criteria, performing more frequent pain assessments and
increasing control of opioid medications. The purpose of Study 304 is to provide data on the
use of Acetavance in a moderate pain model, as well as information on the safety and efficacy
of this product candidate at two different doses and dosing intervals. Cadence currently
anticipates completing enrollment in this clinical trial in the third
quarter of 2008, and announcing top-line data in the first half of 2008. |
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Cadence expects to announce the results of Acetavance Study 303 for the treatment of fever
in adults in the second quarter of 2008. This non-pivotal study is intended to assess the
speed of onset of |
Page 2 of 6
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anti-pyretic action of Acetavance compared to orally-administered acetaminophen in 81 patients at one
U.S. clinical trial site. |
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Cadence has initiated a multi-day safety study of Acetavance in adults, and plans to
initiate a safety study in pediatric patients, in the first quarter of 2008. |
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Cadence currently anticipates the submission of a 505(b)(2) NDA for Acetavance to the U.S.
Food and Drug Administration in the first half of 2009. |
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Acetavance Trials |
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Study |
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Phase |
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Enrollment Status |
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Treatment of pain following total knee & hip replacement
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Sinatra(1)
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III
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Completed |
Treatment of pain following abdominal gynecologic
surgery
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301 |
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III
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Completed |
Treatment of fever in adults (vs. placebo)
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302 |
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III
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Completed |
Treatment of fever in adults (onset of action)
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303 |
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III
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Completed |
Adult pharmacokinetics
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101 |
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I
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Completed |
Treatment of pain following abdominal laparoscopic
surgery
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304 |
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III
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Enrolling |
Adult safety
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351 |
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III
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Enrolling |
Pediatric pharmacokinetics
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102 |
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Enrolling |
Pediatric safety
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352 |
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III
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Initiation in First Quarter 2008 |
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(1) |
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Conducted by Bristol-Myers Squibb |
Omigard Clinical Program Overview
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Cadence expects to complete patient enrollment in its pivotal Phase III clinical trial
of Omigard for the prevention of catheter-related infections in the second quarter of 2008,
and to announce top-line data in the second half of 2008. |
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Cadence currently anticipates the submission of an NDA for Omigard to the U.S. Food and
Drug Administration in the first half of 2009. |
Conference Call and Webcast on March 12, 2008, 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time)
Cadence management will host a conference call on March 12, 2008, at 1:30 p.m. Pacific Time (4:30
p.m. Eastern Time) and interested investors may participate in the conference call by dialing
877-681-3375 (domestic) or 719-325-4913 (international). To access the webcast, please visit the
companys website at www.cadencepharm.com and go to the Investor Relations page. A replay of the
webcast will be available approximately two hours after the call and remain available on the
companys website until the next quarterly financial results call.
About Cadence Pharmaceuticals, Inc.
Cadence Pharmaceuticals is a biopharmaceutical company focused on in-licensing, developing and
commercializing proprietary product candidates principally for use in the hospital setting. The
company currently has two Phase III product candidates in development, Acetavance (intravenous
acetaminophen) for the treatment of acute pain and fever, and Omigard (omiganan pentahydrochloride
1% topical gel) for the prevention of catheter-related infections. For more information about
Cadences pipeline, visit www.cadencepharm.com.
Page 3 of 6
Forward-looking Statements
Cadence cautions you that statements included in this press release that are not a description of
historical facts are forward-looking statements. These forward-looking statements include
statements regarding: the timeframes in which Cadence expects to initiate, complete enrollment in,
and disclose results from its clinical trials of Acetavance and Omigard, and the timeframes for
filing submissions with regulatory authorities seeking marketing authorization for these product
candidates; statements regarding the effects of management changes;
Cadences projected operating expenses and cash balances for 2008; and the adequacy of the
companys funding to advance its product candidates through to NDA submissions. The inclusion of
forward-looking statements should not be regarded as a representation by Cadence that any of its
plans will be achieved. Actual results may differ materially from those set forth in this press
release due to the risks and uncertainties inherent in Cadences business, including, without
limitation: the companys dependence on the success of its only two product candidates; additional
ongoing or planned clinical trials of Acetavance or Omigard conducted by the company may produce negative
or inconclusive results, or may be inconsistent with clinical trials previously conducted by Cadence, its
licensors or others; delays in completing Cadences clinical trials or achieving its product development goals, or significant
issues regarding the results, design or execution of its clinical
trials; the potential need or requirement to
expand or modify the companys ongoing clinical trials or to conduct additional clinical trials; the market
potential for Cadences product candidates, and its ability to compete with new or existing
products; unanticipated adverse side effects or inadequate therapeutic efficacy of the companys
product candidates; delays or quality issues with respect to completion of pre-commercialization
manufacturing development activities; other difficulties or delays in developing, testing,
manufacturing, obtaining regulatory approval for, and marketing Cadences product candidates; the
scope, validity and limitations in the companys patent rights, and its ability to maintain patent
protection for its product candidates; the need to obtain substantial additional funding to
complete the companys clinical development programs and successfully launch its products, and the
potential that Cadence may not be able to raise sufficient capital when needed, or at all; and
other risks detailed in Cadences prior press releases as well as in Cadences periodic public
filings with the Securities and Exchange Commission.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date hereof. All forward-looking statements are qualified in their entirety by this
cautionary statement and Cadence undertakes no obligation to revise or update this press release to
reflect events or circumstances after the date hereof. This caution is made under the safe harbor
provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
Cadence, Acetavance and Omigard are trademarks of Cadence Pharmaceuticals, Inc.
# # #
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Contacts:
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William R. LaRue
SVP & Chief Financial Officer
Cadence Pharmaceuticals, Inc.
858-436-1400 |
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Anna Gralinska
Director, Investor Relations
Cadence Pharmaceuticals, Inc.
858-436-1452 |
Page 4 of 6
CADENCE PHARMACEUTICALS, INC.
(a development stage company)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
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Three Months Ended |
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Years Ended |
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December 31, |
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December 31, |
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2007 |
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2006 |
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2007 |
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2006 |
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Operating expenses: |
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Research and development |
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$ |
10,431,529 |
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$ |
7,775,168 |
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$ |
41,781,357 |
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$ |
47,826,761 |
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Marketing |
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1,403,080 |
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249,490 |
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2,865,804 |
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810,315 |
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General and administrative |
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2,767,594 |
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1,615,590 |
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9,586,705 |
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4,946,121 |
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Total operating expenses |
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14,602,203 |
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9,640,248 |
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54,233,866 |
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53,583,197 |
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Loss from operations |
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(14,602,203 |
) |
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(9,640,248 |
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(54,233,866 |
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(53,583,197 |
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Other income (expense): |
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Interest income |
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628,570 |
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912,907 |
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3,404,447 |
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1,944,908 |
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Interest expense |
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(261,525 |
) |
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(225,768 |
) |
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(867,524 |
) |
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(497,617 |
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Other expense |
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2,326 |
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2,894 |
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(16,611 |
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(37,035 |
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Total other income, net |
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369,371 |
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690,033 |
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2,520,312 |
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1,410,256 |
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Net loss |
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$ |
(14,232,832 |
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$ |
(8,950,215 |
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$ |
(51,713,554 |
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$ |
(52,172,941 |
) |
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Basic and diluted net loss
per share(1) |
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$ |
(0.50 |
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$ |
(0.53 |
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$ |
(1.81 |
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$ |
(10.07 |
) |
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Shares used to compute basic and
diluted net loss per share(1) |
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28,699,215 |
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16,816,445 |
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28,572,883 |
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5,181,920 |
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(1) |
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As a result of the issuance of 6,900,000 shares of common stock in the Companys initial public offering in the fourth quarter of 2006 and the conversion
of the Companys preferred stock into 19,907,605 shares of common stock upon completion of the Companys initial public offering, there is a lack of comparability in the
per share amounts between the 2006 and 2007 periods presented. |
Page 5 of 6
CADENCE PHARMACEUTICALS, INC.
(a development stage company)
CONDENSED BALANCE SHEETS
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December 31, |
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December 31, |
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2007 |
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2006 |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
55,392,921 |
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$ |
86,825,526 |
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Restricted cash |
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1,981,848 |
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347,849 |
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Prepaid expenses and other current assets |
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959,321 |
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820,311 |
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Total current assets |
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58,334,090 |
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87,993,686 |
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Property and equipment, net |
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5,139,538 |
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3,558,618 |
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Restricted cash |
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885,434 |
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1,233,281 |
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Other assets |
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252,963 |
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306,598 |
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Total assets |
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$ |
64,612,025 |
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$ |
93,092,183 |
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Liabilities and Stockholders Equity |
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Current liabilities: |
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Accounts payable |
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$ |
1,974,991 |
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$ |
2,073,726 |
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Accrued liabilities |
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13,901,770 |
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7,378,750 |
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Current portion of long-term debt |
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5,617,928 |
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2,338,010 |
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Total current liabilities |
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|
21,494,689 |
|
|
|
11,790,486 |
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Deferred rent |
|
|
1,224,869 |
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|
|
1,460,109 |
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Long-term debt, less current portion and discount |
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|
13,412,349 |
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|
4,432,546 |
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Other long-term liabilities |
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|
22,048 |
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Total stockholdersequity |
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|
28,458,070 |
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|
75,409,042 |
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Total liabilities and stockholdersequity |
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$ |
64,612,025 |
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|
$ |
93,092,183 |
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Page 6 of 6