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): August 7, 2014
IMMUNOCELLULAR THERAPEUTICS, LTD.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-35560 |
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93-1301885 |
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incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
23622 Calabasas Road
Suite 300
Calabasas,
California 91302
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (818) 264-2300
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)) |
| Item 2.01. |
Results of Operations and Financial Condition. |
On August 7, 2014, ImmunoCellular
Therapeutics, Ltd. (the “Company”) issued a press release announcing financial results for the quarter ended June 30, 2014. A copy of this press release is attached as Exhibit 99.1.
This information, including exhibits attached hereto and the information under item 9.01 below, shall not be deemed “filed” for the
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. This information shall not be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. |
Financial Statements and Exhibits. |
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| Exhibit |
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Description |
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| 99.1 |
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Press Release, dated August 7, 2014 |
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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| Date: August 7, 2014 |
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IMMUNOCELLULAR THERAPEUTICS, LTD. |
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By: |
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/s/ Andrew Gengos |
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Andrew Gengos |
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President and Chief Executive Officer |
EXHIBIT INDEX
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| Exhibit |
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Description |
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| 99.1 |
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Press Release, dated August 7, 2014 |
Exhibit 99.1
Contact:
ImmunoCellular
Therapeutics, Ltd.
Investor Relations
Jane Green
415.348.0010 direct
415.652.4819 mobile
jane@jmgcomm.com
ImmunoCellular
Therapeutics Announces Second Quarter 2014 Financial Results
Conference Call Today at 5:00 pm ET
Los Angeles, CA – August 7, 2014 – ImmunoCellular Therapeutics, Ltd. (“ImmunoCellular”) (NYSE MKT: IMUC) today announced financial
results for the quarter ended June 30, 2014.
For the quarter ended June 30, 2014, the Company incurred a net loss of $2.2 million, or $0.04 per
basic and diluted share, compared to a net loss of $150,000, or $0.00 per basic and diluted share for the quarter ended June 30, 2013. The net loss for the second quarter 2014 includes a credit of $249,000 related to the revaluation of the
Company’s warrant derivatives compared to a credit of $2.0 million in the quarter ended June 30, 2013. The valuation of the warrant derivatives is highly dependent on the price of the Company’s stock. For the six months ended
June 30, 2014, the Company incurred a net loss of $5.4 million, or $0.09 per basic and diluted share, compared to a net loss of $5.1 million, or $0.10 for the six months ended June 30, 2013. The net loss for the six months ended
June 30, 2014 includes a charge of $167,000 related to the revaluation of warrant derivatives and $312,000 of stock based compensation. During the six months ended June 30, 2013, the Company recorded a charge of $604,000 related to the
revaluation of the warrant derivatives and $344,000 in stock-based compensation.
For the six months ended June 30, 2014, the Company used $5.3
million in cash from operations compared to $4.1 million during the six months ended June 30, 2013. The increase reflects additional research and development activities associated with enrolling patients in the Company’s ICT-121 trial and
pre-clinical expenses related to ICT-140. The Company continues to incur expenses associated related to patient follow-up and data analysis related the phase II trial of ICT-107.
As of June 30, 2014, the Company had $25.7 million of cash.
Commented Andrew Gengos, ImmunoCellular’s Chief Executive Officer: “Following the presentation at ASCO of updated data on ICT-107 in patients with
newly diagnosed glioblastoma, our highest priority has been preparing for and holding meetings with regulatory authorities in
Europe and the US to discuss next potential development steps for this program. We look forward to meeting with the FDA later this summer, and to incorporating their feedback into plans for phase
III testing. We have also gathered positive feedback and useful advice from experts in the neuro-oncology community and the biopharmaceutical industry who reviewed our trial results. We are continuing to talk with potential biopharma partners, with
whom discussions to date have suggested a broad set of options for further development of ICT-107. Our ICT-121 and ICT-140 programs are also progressing. We are pleased with our progress on the manufacturing front and in other operational areas, and
are looking forward to an active and productive second half of 2014.”
Conference Call Today
ImmunoCellular is holding a conference call and webcast today at 5:00 pm ET to discuss first quarter 2014 financial results and provide a business update. The
call will be hosted by Andrew Gengos, President and CEO.
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| LIVE CALL: |
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(877) 853-5636 (toll-free); international dial-in: (631) 291-4544; conference code 71719230 |
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| WEBCAST: |
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Interested parties who wish to listen to the webcast should visit the Investor Relations section of ImmunoCellular’s website at www.imuc.com, under the Events and Presentations tab. A replay of the webcast will be
available one hour after the conclusion of the event. |
The conference call will contain forward-looking statements. The information provided on the teleconference is accurate only
at the time of the conference call, and ImmunoCellular will take no responsibility for providing updated information except as required by law.
About
ImmunoCellular Therapeutics, Ltd.
ImmunoCellular Therapeutics, Ltd. is a Los Angeles-based clinical-stage company that is developing immune-based
therapies for the treatment of brain and other cancers. ImmunoCellular has concluded a phase II trial of its lead product candidate, ICT-107, a dendritic cell-based vaccine targeting multiple tumor-associated antigens for glioblastoma.
ImmunoCellular’s pipeline also includes ICT-121, a dendritic cell vaccine targeting CD133, and ICT-140, a dendritic cell vaccine targeting ovarian cancer antigens and cancer stem cells. To learn more about ImmunoCellular, please visit
www.imuc.com.
Forward-Looking Statements for ImmunoCellular Therapeutics
This press release contains certain forward-looking statements that are subject to a number of risks and uncertainties, including the risk that ICT-107 can be
further successfully developed or commercialized, the timing and outcome of our planned end-of-phase II meeting with the FDA and whether or not we may be in a position to start a phase III study in 2014. Additional risks and uncertainties are
described in IMUC’s most recently filed quarterly report on Form 10-Q and annual report on Form 10-K. Except as permitted by law, IMUC undertakes no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Condensed Consolidated Balance Sheets
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6/30/2014 |
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12/31/2013 |
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(Unaudited) |
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| Cash and cash equivalents |
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$ |
25,661,095 |
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$ |
27,646,351 |
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| Other current assets |
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966,564 |
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763,299 |
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| Non current assets |
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510,314 |
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531,027 |
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| Total assets |
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$ |
27,137,973 |
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$ |
28,940,677 |
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| Current liabilities |
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$ |
1,122,187 |
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$ |
1,402,273 |
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| Warrant liability |
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1,256,343 |
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1,064,810 |
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| Shareholders’ equity |
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24,759,443 |
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26,473,594 |
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$ |
27,137,973 |
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$ |
28,940,677 |
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Consolidated Condensed Statement of Operations (Unaudited)
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3 months
ended
6/30/2014 |
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3 months
ended
6/30/2013 |
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6 months
ended
6/30/2014 |
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6 months
ended
6/30/2013 |
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| Revenue |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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| Research and development |
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1,460,044 |
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1,213,570 |
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3,159,804 |
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2,628,831 |
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| Stock based compensation |
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128,548 |
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179,946 |
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312,650 |
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344,074 |
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| General and administrative |
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838,232 |
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788,420 |
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1,703,634 |
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1,557,687 |
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| Loss before other expenses |
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(2,426,824 |
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(2,181,936 |
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(5,176,088 |
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(4,530,592 |
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| Interest income |
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3,150 |
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4,094 |
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6,504 |
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10,643 |
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| Financing expense |
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(24,600 |
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0 |
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(24,600 |
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0 |
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| Change in fair value of warrant liabilty |
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249,134 |
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2,027,513 |
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(166,933 |
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(604,171 |
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| Net loss |
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($ |
2,199,140 |
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($ |
150,329 |
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($ |
5,361,117 |
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($ |
5,124,120 |
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| Net loss per share, basic and diluted: |
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$ |
(0.04 |
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$ |
(0.00 |
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$ |
(0.09 |
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$ |
(0.10 |
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