UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 11, 2010
PHARMATHENE,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32587
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20-2726770
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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.)
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One Park Place, Suite 450, Annapolis,
Maryland
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21401
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number including area code: (410) 269-2600
(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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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Item
2.02
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Results
of Operations and Financial
Condition.
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On May 11, 2010, PharmAthene, Inc. issued a press release announcing its
financial and operational results for the quarter ended March 31, 2010. A
copy of the press release is furnished as Exhibit 99.1 to this
report.
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 to be “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, and
shall not be incorporated by reference into any registration statement or other
document filed 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.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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No.
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Description
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99.1
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Press
release, dated May 11, 2010, issued by
PharmAthene, Inc.
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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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PHARMATHENE,
INC.
(Registrant)
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||
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Date: May
11, 2010
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By:
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/s/
Charles A. Reinhart III
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Charles
A. Reinhart III
Senior
Vice President,
Chief
Financial Officer
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FOR
IMMEDIATE RELEASE
Contact:
Stacey
Jurchison
PharmAthene,
Inc.
Phone:
410-269-2610
Stacey.Jurchison@PharmAthene.com
PHARMATHENE
REPORTS FIRST QUARTER 2010
FINANCIAL
AND OPERATIONAL RESULTS
ANNAPOLIS, MD – May 11, 2010 –
PharmAthene, Inc. (NYSE Amex: PIP), a biodefense company developing medical
countermeasures against biological and chemical threats, today reported
financial and operational results for the first quarter ended March 31,
2010.
For the
first quarter of 2010, PharmAthene recognized revenue of $3.1 million compared
to $5.5 million in the same period of 2009. Revenues for the most
recent quarter consisted primarily of contract funding from the U.S. government
for the development of SparVax™ and Valortim™. Revenue for the period
ended March 31, 2010 decreased as compared to the same period in 2009 primarily
as a result of the completion by the Company of the first phase of development
activities in the third quarter of 2009 under the Company’s existing contract
with the Department of Defense (DoD) for Protexia®. The
Company is currently awaiting a decision from the DoD as to whether it will fund
the next phase of work under the existing contract.
Research
and development expenses decreased to $5.0 million for the quarter ended March
31, 2010 as compared to $5.7 million in the same period last
year. These expenses resulted from research and development
activities related to the Company’s Valortim® and
Protexia® programs
as well as from activities related to the SparVax™, RypVax™ and third
generation anthrax vaccine programs. The reduction in research and
development expenses is the net result of the completion of the first phase of
development of PharmAthene’s existing Protexia®
development program in the third quarter of 2009, and the completion of
activities related to the development of RypVax®,
partially offset by an increase in costs incurred on our anthrax
programs.
General
and administrative expenses for the Company were $5.3 million for the quarter
ended March 31, 2010 compared to $5.1 million in the same period in
2009.
1
For the
first quarter of 2010 PharmAthene’s net loss attributable to common shareholders
was $7.9 million or $0.28 per share, compared to $6.0 million or $0.23 per share
in the same period of 2009.
As of
March 31, 2010, the Company had cash and cash equivalents, short-term
investments, and US government account receivables and unbilled receivables
totaling approximately $17.1 million as compared to $22.8 million at December
31, 2009. In April 2010, PharmAthene completed a public sale of
approximately 1.7 million shares of the Company’s common stock generating gross
proceeds of $2.5 million.
PharmAthene’s
President and Interim Chief Executive Officer, Eric I. Richman, remarked “During
the past several months we have strengthened our leadership structure and added
important incremental functional expertise to our organization. We
were pleased to welcome Dr. Thomas Fuerst, a seasoned biotechnology leader and
former government official with over 20 years of experience in the research,
development and manufacturing of biological products. Having served a
key leadership and management role in establishing the organization known as the
Biomedical Advanced Research and Development Authority (BARDA) with the
Department of Health and Human Services, Tom’s considerable expertise in all
aspects of medical countermeasures development will be a tremendous asset to our
organization.”
Conference
Call and Webcast Information
PharmAthene
management will be hosting a conference call to discuss its first quarter 2010
financial results. The call is scheduled to begin at 4:30 p.m.
Eastern Time on Tuesday, May 11, 2010.
The
dial-in number within the United States is 866-788-0546. The dial-in
number for international callers is 857-350-1684. The participant
passcode is 54066899.
A replay
of the conference call will be available beginning at approximately 7:30 p.m.
Eastern Time on May 11, 2010 until approximately 11:59 p.m. Eastern Time on June
11, 2010. The dial-in number from within the United States is
888-286-8010. For international callers, the dial-in number is
617-801-6888. The participant passcode is 67365198.
The
conference call will also be webcast and can be accessed from the company’s
website at www.PharmAthene.com. A
link to the webcast may be found under the Investor Relations section of the
website. The webcast will be available for 30 days, or until
approximately June 10, 2010.
About
PharmAthene, Inc.
PharmAthene
was formed to meet the critical needs of the United States and its allies by
developing and commercializing medical countermeasures against biological and
chemical weapons. PharmAthene's lead product development programs
include:
2
SparVax™ - a second generation recombinant protective antigen (rPA) anthrax vaccine
Third
generation rPA anthrax vaccine
Valortim®
- - a fully human monoclonal antibody for the prevention and treatment of anthrax
infection
Protexia®
- - a novel bioscavenger for the prevention and treatment of morbidity and
mortality associated with exposure to chemical nerve agents
For more
information about PharmAthene, please visit www.PharmAthene.com.
Statement
on Cautionary Factors
Except
for the historical information presented herein, matters discussed may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that are subject to certain risks and
uncertainties that could cause actual results to differ materially from any
future results, performance or achievements expressed or implied by such
statements. Statements that are not historical facts, including statements
preceded by, followed by, or that include the words "potential"; "believe";
"anticipate"; "intend"; "plan"; "expect"; "estimate"; "could"; "may"; "should";
or similar statements are forward-looking statements. PharmAthene disclaims,
however, any intent or obligation to update these forward-looking statements.
Risks and uncertainties include risk associated with the reliability of the
results of the studies relating to human safety and possible adverse effects
resulting from the administration of the Company's product candidates,
unexpected funding delays and/or reductions or elimination of U.S. government
funding for one or more of the Company's development programs, the award of
government contracts to our competitors, unforeseen safety issues, challenges
related to the development, scale-up, technology transfer, and/or process
validation of manufacturing processes for our product candidates, unexpected
determinations that these product candidates prove not to be effective and/or
capable of being marketed as products, as well as risks detailed from time to
time in PharmAthene's Forms 10-K and 10-Q under the caption "Risk Factors" and
in its other reports filed with the U.S. Securities and Exchange Commission (the
"SEC"). In particular, in the event the GAO upholds the protest regarding the
February 2010 contract modification for SparVax™, it
could have a material adverse effect on our financial performance and results of
operations.
Copies of
PharmAthene's public disclosure filings are available from its investor
relations department and our website under the investor relations tab at www.PharmAthene.com.
-- Tables
Follow --
3
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PHARMATHENE,
INC.
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UNAUDITED
CONSOLIDATED BALANCE SHEETS
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|||||
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March
31
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December
31
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2010
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2009
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ASSETS
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Current
assets:
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||||||||
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Cash
and cash equivalents
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$ | 735,119 | $ | 2,673,567 | ||||
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Restricted
cash
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100,000 | - | ||||||
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Short-term
investments
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- | 3,137,071 | ||||||
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Accounts
receivable
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9,201,010 | 8,866,346 | ||||||
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Other
receivables (including unbilled receivables)
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7,737,207 | 8,566,425 | ||||||
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Prepaid
expenses and other current assets
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652,468 | 973,214 | ||||||
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Total
current assets
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$ | 18,425,804 | $ | 24,216,623 | ||||
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Property
and equipment, net
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6,481,457 | 6,262,388 | ||||||
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Patents,
net
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918,368 | 928,577 | ||||||
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Other
long-term assets and deferred costs
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308,348 | 308,973 | ||||||
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Goodwill
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2,348,453 | 2,348,453 | ||||||
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Total
assets
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$ | 28,482,430 | $ | 34,065,014 | ||||
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LIABILITIES AND
STOCKHOLDERS' (Deficit) EQUITY
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||||||||
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Current
liabilities:
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||||||||
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Accounts
payable
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$ | 5,957,428 | $ | 1,934,119 | ||||
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Accrued
expenses and other liabilities
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8,422,656 | 11,532,101 | ||||||
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Total
current liabilities
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$ | 14,380,084 | $ | 13,466,220 | ||||
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Other
long-term liabilities
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458,846 | 452,618 | ||||||
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Derivative
instruments
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567,803 | 835,299 | ||||||
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Long-term
debt
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18,284,030 | 17,426,513 | ||||||
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Total
liabilities
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$ | 33,690,763 | $ | 32,180,650 | ||||
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Stockholders'
(deficit) equity:
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Common
stock, $0.0001 par value; 100,000,000 shares authorized; 28,188,288 and
28,130,284 shares issued and outstanding at March 31, 2010 and December
31, 2009, respectively
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$ | 2,819 | $ | 2,813 | ||||
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Additional
paid-in-capital
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157,673,857 | 157,004,037 | ||||||
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Accumulated
other comprehensive income
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1,369,901 | 1,188,156 | ||||||
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Accumulated
deficit
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(164,254,910 | ) | (156,310,642 | ) | ||||
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Total
stockholders' equity
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(5,208,333 | ) | 1,884,364 | |||||
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Total
liabilities and stockholders' (deficit) equity
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$ | 28,482,430 | $ | 34,065,014 | ||||
4
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PHARMATHENE,
INC.
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CONSOLIDATED
STATEMENTS OF OPERATIONS
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Three
months ended March 31,
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2010
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2009
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Contract
revenue
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$ | 3,116,553 | $ | 5,521,903 | ||||
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Total
Revenue
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3,116,553 | 5,521,903 | ||||||
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Operating
expenses:
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Research
and development
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4,952,393 | 5,695,326 | ||||||
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General
and administrative
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5,325,422 | 5,145,999 | ||||||
| - | - | |||||||
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Depreciation
and amortization
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245,258 | 192,478 | ||||||
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Other
expense
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- | |||||||
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Total
operating expenses
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10,523,073 | 11,033,803 | ||||||
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Loss
from operations
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(7,406,520 | ) | (5,511,900 | ) | ||||
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Other
income (expenses):
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||||||||
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Interest
income
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3,483 | 104,245 | ||||||
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Interest
expense
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(948,150 | ) | (602,115 | ) | ||||
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Other
income (expense)
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139,422 | (123,841 | ) | |||||
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Change
in market value of derivative instruments
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267,496 | 120,589 | ||||||
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Total
other income (expenses)
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(537,749 | ) | (501,122 | ) | ||||
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Net
loss
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(7,944,269 | ) | (6,013,022 | ) | ||||
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Basic
and diluted net loss per share
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(0.28 | ) | (0.23 | ) | ||||
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Weighted
average shares used in calculation of basic and diluted net loss per
share
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28,172,802 | 26,009,387 | ||||||
5