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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): October 27, 2005
DYNAVAX TECHNOLOGIES
CORPORATION
(Exact name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-50577
(Commission File
Number)
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33-0728374
(IRS Employer
Identification No.) |
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2929 Seventh Street, Suite 100, Berkeley, CA
(Address of Principal Executive Offices)
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94710
(Zip Code) |
Registrants telephone number, including area code: (510) 848-5100
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:
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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)) |
Item 2.02 Results of Operations and Financial Condition.
On October 27, 2005, the Registrant issued a press release relating to the Registrants
financial results for the third quarter of fiscal year 2005. A copy of the press release is
attached as Exhibit 99.1.
The information in this report (including Exhibit 99.1) is being furnished pursuant to Item
2.02 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934 (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall
it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release of Dynavax Technologies Corporation, dated October 27, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Dynavax Technologies Corporation
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Date: October 27, 2005 |
By: |
/s/ Timothy G. Henn
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Timothy G. Henn |
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Vice President, Finance and Administration |
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exv99w1
Exhibit 99.1
2929 Seventh Street, Suite 100
Berkeley, CA 94710
Contact:
Dynavax Technologies Corporation
Jane M. Green, PhD
Vice President, Corporate Communications
Phone (510) 665-4630
Email: jgreen@dvax.com
DYNAVAX ANNOUNCES THIRD QUARTER 2005
FINANCIAL RESULTS
BERKELEY, CA October 27, 2005 Dynavax Technologies Corporation (Nasdaq: DVAX) today reported
financial results for the third quarter 2005.
Total revenues for the quarter ended September 30, 2005 were $0.4 million compared to $3.7 million
for the same period in 2004. Revenues in the third quarter 2005 reflect a decrease in collaboration
revenue following the March 2005 ending of the allergy collaboration between Dynavax and UCB
Farchim (UCB) and the return to Dynavax of full rights to its allergy program. Revenues in the
third quarter 2005 derive from grants awarded by the National Institute of Allergy and Infectious
Diseases and by the Alliance for Lupus Research. For the nine months ended September 30, 2005,
total revenues were $14.1 million, compared to $12.4 million for the same period in 2004.
Collaboration revenue of $12.2 million for the nine months ended September 30, 2005 included a
one-time non-cash amount of $7.0 million resulting from the accelerated recognition of deferred
revenue from an upfront payment the Company received from UCB in 2004.
Total operating expenses for the quarter ended September 30, 2005 were $9.1 million compared to
$7.9 million for the same period in 2004. The increase in operating expenses is primarily due to
increased clinical trial and manufacturing activities related to TOLAMBA the Companys ragweed
allergy immunotherapy, and its HEPLISAV hepatitis B vaccine, as well as overall organizational
growth and expenses incurred to support public company compliance requirements. Total operating
expenses for the nine months ended September 30, 2005 were $27.1 million, compared to $23.7 million
for the same period in 2004.
Net loss for the quarter ended September 30, 2005 was $8.3 million, or $0.33 per diluted share,
compared to a net loss of $4.0 million, or $0.16 per diluted share for the same period in 2004. The
increase in net loss was primarily driven by the decline in collaboration revenue. Net loss for the
nine months ended September 30, 2005 was $11.8 million or $0.48 per diluted share, compared to net
loss of $10.8 million, or $0.54 per diluted share for the same period in 2004. The increase in net
loss for the nine months ended September 30, 2005 resulted primarily from the increased operating
expenses associated with our clinical programs.
As of September 30, 2005, cash, cash equivalents and marketable securities totaled $50.7 million
compared to $65.8 million at December 31, 2004. On October 14th, after the close of the
third quarter, Dynavax announced the closing of an underwritten public offering of 5,000,000 shares
of its common stock at a price to public of $6.25 per share. The offering was made under the
companys existing shelf registration statement and resulted in net proceeds to the company of
approximately $29.4 million, after payment of underwriting discounts and commissions, but excluding
estimated offering expenses. Dynavax has also granted the underwriters a thirty (30) day option
after October 10, 2005 to purchase up to an additional 750,000 shares of common stock to cover
over-allotments, if any.
We believe that Dynavax delivered a strong third quarter 2005 performance, highlighted by
continued progress in advancing our lead clinical programs, TOLAMBA for ragweed allergy
immunotherapy and HEPLISAV for HBV prophylaxis, said Dino Dina, MD, president and chief executive
officer. Over the next several months, we anticipate several presentations at medical meetings
that we believe underscore the value of these programs and the breadth of our clinical development
pipeline. These presentations include: Phase 1 data showing the safety of TOLAMBA in children, to
be presented in November at the annual meeting of the American College of Allergy, Asthma and
Immunology; positive primary endpoint results from the Phase 2/3 trial of HEPLISAV in difficult to
immunize adults, to be presented at ICAAC in December; and data from an ongoing Phase 2 trial in
Non-Hodgkins Lymphoma, to be presented at the annual meeting of the American Society of Hematology
in December.
Continued Dr. Dina: Our recently-completed follow-on offering was designed to strengthen our
ability to conduct large-scale clinical trials for our lead programs an effort we anticipate
will expand significantly in 2006. We intend to continue to exercise fiscal restraint while
focusing resources on programs with the highest therapeutic and commercial potential, and to
aggressively pursue strategic business alliances designed to enhance and accelerate the advancement
of key development programs.
Outlook
The following statements are forward-looking and are based on current expectations. Actual results
may differ materially. Except as expressly set forth below, these statements do not include the
potential impact of any equity offerings, business collaborations or other transactions that may be
closed or entered into after September 30, 2005.
We are revising our operating expenses outlook for 2005 to reflect decreased spending through
September 30, 2005. We now anticipate operating expenses for 2005, excluding non-cash stock-based
compensation, to be in the range of $38 million to $40 million.
We are revising our cash outlook for 2005 to reflect decreased operating expenses as well as $29.4
million in net proceeds from the underwritten public offering of 5,000,000 shares of common stock
at a price of $6.25 per share, completed October 14, 2005. We now anticipate cash, cash equivalents
and marketable securities should be in the range of $65 million to $68 million at the end of 2005.
Dynavax will hold a conference call to discuss third quarter 2005 financial results today at 5:00
p.m. Eastern. Interested parties may listen to the webcast live at http://www.dynavax.com by
clicking on the Events tab under the heading, Investors. The webcast is also being distributed
over CCBNs Investor Distribution Network to both institutional and individual investors.
Individual investors can listen to the call through CCBNs individual investor center at
http://www.fulldisclosure.com or by visiting any of the investor sites in CCBNs Individual
Investor Network. Institutional investors can access the call via CCBNs password-protected event
management site, StreetEvents, at http://www.streetevents.com. A telephonic replay will be
available through November 3, 2005 by dialing 888.286.8010, access code: 38000186. International
callers can dial 617.801.6888, access code: 38000186.
About Dynavax
Dynavax Technologies Corporation discovers, develops, and intends to commercialize innovative
products to treat and prevent allergies, infectious diseases, and chronic inflammatory diseases
using versatile, proprietary approaches that alter immune system responses in highly specific ways.
Our clinical development programs are based on immunostimulatory sequences, or ISS, which are short
DNA sequences that enhance the ability of the immune system to fight disease and control chronic
inflammation. Dynavaxs pipeline includes: TOLAMBA, a ragweed allergy immunotherapeutic, currently
in a large-scale Phase 2/3 clinical trial, and in a supportive clinical trial in ragweed allergic
children; HEPLISAV, a hepatitis B vaccine that is currently in a pivotal Phase 3 clinical trial; a
cancer therapy currently in a Phase 2 clinical trial; and an asthma immunotherapeutic that has
shown preliminary safety and pharmacology in a Phase 2a clinical trial.
Dynavax cautions you that statements included in this press release that are not a description of
historical facts are forward-looking statements, including without limitation all statements
regarding the companys intention to continue to exercise fiscal restraints while focusing
resources on programs with the highest therapeutic and commercial potential, the companys
intention to aggressively pursue strategic business alliances, the companys outlook for
anticipated operating expenses for 2005, the companys outlook for cash, cash equivalents and
marketable securities at the end of 2005, and statements related to plans to advance its clinical
programs in ragweed allergy, hepatitis B and cancer and the commercial opportunities for those
programs. Words such as believes, anticipates, plans, expects, intend, will, slated,
goal and similar expressions are intended to identify forward-looking statements. The inclusion
of forward-looking statements should not be regarded as a representation by Dynavax that any of its
plans will be achieved. Actual results may differ materially from those set forth in this release
due to the risks and uncertainties inherent in Dynavaxs business including, without limitation,
risks relating to: the progress and timing of its anticipated Phase 3 clinical trials in ragweed
allergy and hepatitis B; the presentation of data for its ragweed allergy, hepatitis B vaccine and
cancer programs at medical meetings in the fourth quarter; difficulties or delays in developing,
testing, obtaining regulatory approval of, producing and marketing its products; the scope and
validity of patent protection for its products; competition from other pharmaceutical or
biotechnology companies; its ability to obtain additional financing to support its operations; its
ability to maintain effective financial planning and internal controls; and other risks detailed in
the Risk Factors section of Dynavaxs Annual Report on Form 10-K filed on March 18, 2005,
Dynavaxs quarterly report on Form 10-Q filed on May 9, 2005 and Dynavaxs Prospectus Supplement
filed on October 11th, 2005. 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 Dynavax undertakes no obligation
to revise or update this news release to reflect events or circumstances after the date hereof.
***
DYNAVAX TECHNOLOGIES CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2005 |
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2004 |
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2005 |
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2004 |
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Revenues: |
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Collaboration revenue |
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$ |
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$ |
3,769 |
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$ |
12,199 |
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$ |
11,644 |
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Grant revenue |
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404 |
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(109 |
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1,856 |
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713 |
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Total revenues |
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404 |
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3,660 |
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14,055 |
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12,357 |
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Operating expenses: |
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Research and development (1) |
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6,797 |
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5,928 |
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19,945 |
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17,709 |
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General and administrative (2) |
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2,319 |
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2,017 |
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7,132 |
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6,013 |
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Total operating expenses |
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9,116 |
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7,945 |
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27,077 |
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23,722 |
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Loss from operations |
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(8,712 |
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(4,285 |
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(13,022 |
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(11,365 |
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Interest income, net |
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428 |
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252 |
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1,229 |
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557 |
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Net loss |
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$ |
(8,284 |
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$ |
(4,033 |
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$ |
(11,793 |
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$ |
(10,808 |
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Basic and diluted net loss per share |
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$ |
(0.33 |
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$ |
(0.16 |
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$ |
(0.48 |
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$ |
(0.54 |
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Shares used to compute basic and
diluted net loss per share |
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24,751 |
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24,609 |
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24,740 |
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20,034 |
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(1) |
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Research and development expenses included non-cash stock-based compensation charges
of $0.1 million and $0.4 million for the three and nine months ended September 30, 2005,
respectively, and $0.3 million and $1.1 million for the three and nine months ended
September 30, 2004, respectively. |
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General and administrative expenses included non-cash stock-based compensation
charges of $0.2 million and $0.5 million for the three and nine months ended September 30,
2005, respectively, and $0.4 million and $0.9 million for the three and nine months ended
September 30, 2004, respectively. |
DYNAVAX TECHNOLOGIES CORPORATION
SELECTED BALANCE SHEET DATA
(In thousands)
(Unaudited)
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September 30, |
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December 31, |
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2005 |
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2004 |
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Cash, cash equivalents and marketable securities |
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$ |
50,729 |
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$ |
65,844 |
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Total assets |
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$ |
56,702 |
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$ |
73,646 |
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Total stockholders equity |
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$ |
49,578 |
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$ |
59,876 |
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