AMRN Amarin Corp PLC

 

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): February 29, 2024

Amarin Corporation plc

(Exact name of registrant as specified in its charter)

England and Wales	0-21392	Not applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

 

Iconic Offices, The Greenway, Block C Ardilaun Court, 112 – 114 St Stephens Green, Dublin 2, Ireland		Not applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +353 1 6699 020

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol	Name of each exchange on which registered
American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Ordinary Share of Amarin Corporation plc	AMRN	NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02. Results of Operations and Financial Condition.

On February 29, 2024, Amarin Corporation plc (“Amarin”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2023 and 2022 (the “Press Release”). A copy of the Press Release is furnished herewith as Exhibit 99.1.

The information in this report furnished pursuant to Item 2.02 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 liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), if such subsequent filing specifically references the information furnished pursuant to Item 2.02 of this report.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.	Description
99.1	Press Release (results of operations), dated February 29, 2024 (furnished herewith)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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.

Date: February 29, 2024		Amarin Corporation plc
		By:	/s/ Patrick Holt
			Patrick Holt
			President and Chief Executive Officer

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Exhibit 99.1

 

Amarin Reports Fourth Quarter and Full Year 2023 Financial Results and Provides Business Update

 

-- Company Delivers Total Revenues of $75 Million in the Fourth Quarter and $306 Million for the Full-Year 2023 --

-- Reaffirms Year-End 2023 Cash Position of $321 Million and Full-Year Positive Cash Flow of $10 Million -- 

-- Company Reports Fourth Quarter 2023 Total Operating Expense of $50 Million --

-- Initiated Shareholder Approval Process to Execute a Share Repurchase Program of up to $50 Million by the End of the Second Quarter 2024 --

 

-- Company to Host Conference Call Today at 8:00 a.m. EDT --

 

DUBLIN, Ireland and BRIDGEWATER, N.J., February 29, 2024 -- Amarin Corporation plc (NASDAQ:AMRN), today announced financial results for the quarter and year ended December 31, 2023 and provided an update on the Company's operations.

“Our team is delivering operational momentum in the business. As previously announced in January, in Europe we are showing early signs of progress, particularly in Spain and the U.K.; our U.S. business is continuing its IPE market leadership; and our Rest of World (ROW) partners are advancing plans to maximize patient uptake,” said Patrick Holt, President & CEO of Amarin. “We have initiated the shareholder approval process to execute up to a $50 million share repurchase program. Our focus remains on building momentum in 2024 and beyond for Amarin.”

Financial Update

Total net revenue for the three months ended December 31, 2023 was $74.7 million, compared to $90.2 million in the corresponding period of 2022, a decrease of 17%. Net product revenue for the three months ended December 31, 2023 was $70.6 million, compared to $89.5 million in the corresponding period of 2022, a decrease of 21%. This decrease was driven primarily by a decrease in volume of VASCEPA sales to Amarin’s customers in the United States, which were adversely impacted by generic availability in the United States. USA net product revenue was $64.9 million for the three months ended December 31, 2023 compared to $88.0 million in the corresponding period of 2022. For the three months ended December 31, 2023, European net product revenue was $1.5 million and Rest of World (RoW) net product revenue was $4.2 million primarily from supply shipments to our partner Edding.

Amarin recognized licensing and royalty revenue of approximately $4.2 million for the three months ended December 31, 2023 compared to $0.7 million in the corresponding period of 2022 from VASCEPA-related regulatory milestones, including the cardiovascular risk reduction (CVRR) submission, and commercial sales from our partners in Canada, the China region and the Middle East.

Cost of goods sold for the three months ended December 31, 2023 was $29.6 million, compared to $26.6 million in the corresponding period of 2022. Amarin’s overall gross margin on net product revenue for the three months ended December 31, 2023 was 58%, compared with 70% for the corresponding period of 2022.

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Selling, general and administrative expenses for the three months ended December 31, 2023 was $43.9 million, compared to $68.1 million in the corresponding period of the prior year. This decrease was primarily due to a reduction in costs from the elimination of our U.S. sales force as part of our organizational restructuring program and previous cost reduction plan, and was partially offset by ongoing investments to support commercial operations in Europe.

Research and development expenses for the three months ended December 31, 2023 were $5.8 million, compared to $5.2 million in the corresponding period of the prior year.

Under U.S. GAAP, Amarin reported a net loss of $5.8 million for the three months ended December 31, 2023, or basic and diluted loss per share of $0.01. This net loss includes $4.6 million in non-cash stock-based compensation. For the three months ended December 31, 2022, Amarin reported net income of $0.9 million, or basic and diluted earnings per share of $0.00. This net income included $6.6 million in non-cash stock-based compensation expense.

Excluding non-cash stock-based compensation expense and restructuring expense, non-GAAP adjusted net loss was $0.9 million for the three months ended December 31, 2023 or non-GAAP adjusted basic and diluted loss per share of $0.00, compared with non-GAAP adjusted net income of $7.3 million for the three months ended December 31, 2022, or non-GAAP adjusted basic and diluted earnings per share of $0.02. As of December 31, 2023, Amarin reported aggregate cash and investments of $321 million.

2024 Financial Outlook

Amarin continues to make progress on reducing operating expenses and managing its cash position and is on-track to deliver $40 million of annual savings based on the reduction in force announced in July 2023. With the recent cash preservation initiatives, Amarin reiterates its belief that current cash and investments and other assets are adequate to support continued operations, including the share repurchase program. We will continue to focus on cash preservation and prudently invest in the right opportunities which are value additive.

Conference Call and Webcast Information

Amarin will host a conference call on February 29, 2024, at 8:00 a.m. ET to discuss this information. The conference call can be accessed on the investor relations section of the company's website at www.amarincorp.com, or via telephone by dialing 888-506-0062 within the United States, 973-528-0011 from outside the United States, and referencing conference ID 996476. A replay of the call will be made available for a period of two weeks following the conference call. To listen to a replay of the call, dial 877-481-4010 from within the United States and 919-882-2331 from outside of the United States, and reference conference ID 49775. A replay of the call will also be available through the company's website shortly after the call.

About Amarin

Amarin is an innovative pharmaceutical company leading a new paradigm in cardiovascular disease management. We are committed to increasing the scientific understanding of the cardiovascular risk that persists beyond traditional therapies and advancing the treatment of that risk for patients worldwide. Amarin has offices in Bridgewater, New Jersey in the United States, Dublin in Ireland, Zug in Switzerland, and other countries in Europe as well as commercial partners and suppliers around the world.

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About VASCEPA®/VAZKEPA® (icosapent ethyl) Capsules

VASCEPA (icosapent ethyl) capsules are the first prescription treatment approved by the U.S. Food and Drug Administration (FDA) comprised solely of the active ingredient, icosapent ethyl (IPE), a unique form of eicosapentaenoic acid. VASCEPA was launched in the United States in January 2020 as the first drug approved by the U.S. FDA for treatment of the studied high-risk patients with persistent cardiovascular risk despite being on statin therapy. VASCEPA was initially launched in the United States in 2013 based on the drug’s initial FDA approved indication for use as an adjunct therapy to diet to reduce triglyceride levels in adult patients with severe (≥500 mg/dL) hypertriglyceridemia. Since launch, VASCEPA has been prescribed more than twenty million times. VASCEPA is covered by most major medical insurance plans. In addition to the United States, VASCEPA is approved and sold in Canada, China, Lebanon and the United Arab Emirates. In Europe, in March 2021 marketing authorization was granted to icosapent ethyl in the European Union for the reduction of risk of cardiovascular events in patients at high cardiovascular risk, under the brand name VAZKEPA. In April 2021 marketing authorization for VAZKEPA (icosapent ethyl) was granted in Great Britain (applying to England, Scotland and Wales). VAZKEPA (icosapent ethyl) is currently approved and sold in Europe in Sweden, Denmark, Finland, Austria, the UK, Spain and the Netherlands.

United States
Indications and Limitation of Use

VASCEPA is indicated:

The effect of VASCEPA on the risk for pancreatitis in patients with severe hypertriglyceridemia has not been determined.

Important Safety Information

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FULL U.S. FDA-APPROVED VASCEPA PRESCRIBING INFORMATION CAN BE FOUND AT WWW.VASCEPA.COM.

Europe

For further information about the Summary of Product Characteristics (SmPC) for VAZKEPA® in Europe, please click here.

Globally, prescribing information varies; refer to the individual country product label for complete information.

Additional Information Regarding Amarin Share Repurchase Agreement

The implementation of the repurchase agreement is conditional upon shareholder and UK court approval, as required under UK company law. The Company intends to accelerate its annual general meeting of shareholders early in the second quarter of 2024 in order to seek such shareholder approval, following which it will proceed with the requisite court process to undertake a reduction of capital in order to create the necessary distributable profits for the funding of the repurchases. Amarin anticipates that these steps could be completed by the end of the second quarter of 2024, with share repurchases commencing shortly thereafter. Following receipt of the requisite approvals, Cantor will purchase such ADSs in compliance with the safe harbor provisions of Rule 10b-18 of the U.S. securities laws and the terms of the approved repurchase contract. The repurchase program will conclude at such time as Cantor has purchased $50 million of ADSs, unless terminated earlier by either Amarin or Cantor, as provided for in the repurchase agreement. Subject to the necessary shareholder and court approvals being obtained, the repurchases will be funded out of distributable profits utilizing the Company’s existing cash resources. The repurchase program was approved by the Amarin board in compliance with UK company law regarding distributions and the maintenance of capital. A copy of the repurchase agreement will be available for inspection by Amarin’s shareholders at the registered office address of Amarin in the run up to the 2024 annual general meeting and, once entered into, will be available for inspection for at least 10 years from the date of such agreement.

Use of Non-GAAP Adjusted Financial Information

Included in this press release are non-GAAP adjusted financial information as defined by U.S. Securities and Exchange Commission Regulation G. The GAAP financial measure most directly comparable to each non-GAAP adjusted financial measure used or discussed, and a reconciliation of the differences between each non-GAAP adjusted financial measure and the comparable GAAP financial measure, is included in this press release after the consolidated financial statements.

Non-GAAP adjusted net (loss) income was derived by taking GAAP net loss and adjusting it for non-cash stock-based compensation expense and restructuring expense. Management uses these non-GAAP adjusted financial measures for internal reporting and forecasting purposes, when publicly providing its business outlook, to evaluate the company’s performance and to evaluate and compensate the company’s executives. The company has provided these non-GAAP financial measures in addition to GAAP financial results because it believes that these non-GAAP adjusted financial measures provide investors with a better understanding of the company’s historical results from its core business operations.

While management believes that these non-GAAP adjusted financial measures provide useful supplemental information to investors regarding the underlying performance of the company’s business operations, investors are reminded to

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consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures prepared in accordance with GAAP. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the company’s results of operations as determined in accordance with GAAP. In addition, it should be noted that these non-GAAP financial measures may be different from non-GAAP measures used by other companies, and management may utilize other measures to illustrate performance in the future.

Forward-Looking Statements

This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including beliefs about Amarin’s key achievements in 2023 and the potential impact and outlook for achievements in 2024 and beyond; Amarin’s 2024 financial outlook and cash position; Amarin’s overall efforts to expand access and reimbursement to VAZKEPA across global markets; and the overall potential and future success of VASCEPA/VAZKEPA and Amarin generally. These forward-looking statements are not promises or guarantees and involve substantial risks and uncertainties. A further list and description of these risks, uncertainties and other risks associated with an investment in Amarin can be found in Amarin's filings with the U.S. Securities and Exchange Commission, including Amarin’s annual report on Form 10-K for the full year ended 2023. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Amarin undertakes no obligation to update or revise the information contained in its forward-looking statements, whether as a result of new information, future events or circumstances or otherwise. Amarin’s forward-looking statements do not reflect the potential impact of significant transactions the company may enter into, such as mergers, acquisitions, dispositions, joint ventures or any material agreements that Amarin may enter into, amend or terminate.

Implementation of the share repurchase program is subject to shareholder and UK court approval, which may not be obtained in a timely manner or at all; Cantor may be unable to repurchase some or all of the ADSs within the parameters provided for in the share repurchase agreement; and the share repurchase may not have the expected results.

 

Availability of Other Information About Amarin

Investors and others should note that Amarin communicates with its investors and the public using the company website (www.amarincorp.com), the investor relations website (investor.amarincorp.com), including but not limited to investor presentations and investor FAQs, U.S. Securities and Exchange Commission filings, press releases, public conference calls and webcasts. The information that Amarin posts on these channels and websites could be deemed to be material information. As a result, Amarin encourages investors, the media, and others interested in Amarin to review the information that is posted on these channels, including the investor relations website, on a regular basis. This list of channels may be updated from time to time on Amarin’s investor relations website and may include social media channels. The contents of Amarin’s website or these channels, or any other website that may be accessed from its website or these channels, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.

 

 

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Amarin Contact Information

Investor & Media Inquiries:

Mark Marmur

Amarin Corporation plc

PR@amarincorp.com

-Tables to Follow-

 

 

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CONSOLIDATED BALANCE SHEET DATA
(U.S. GAAP)
Unaudited *
		December 31, 2023				December 31, 2022
		(in thousands)
ASSETS
Current Assets:
Cash and cash equivalents		$	199,252			$	217,666
Restricted cash			525				523
Short-term investments			121,407				91,695
Accounts receivable, net			133,563				130,990
Inventory			258,616				228,732
Prepaid and other current assets			11,618				19,492
Total current assets			724,981				689,098
Property, plant and equipment, net			114				874
Long-term investments			—				1,275
Long-term inventory			77,615				163,620
Operating lease right-of-use asset			8,310				9,074
Other long-term assets			1,360				458
Intangible asset, net			19,304				21,780
TOTAL ASSETS		$	831,684			$	886,179
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	52,762			$	64,602
Accrued expenses and other current liabilities			204,174				192,678
Current deferred revenue			2,341				2,199
Total current liabilities			259,277				259,479
Long-Term Liabilities:
Long-term deferred revenue			2,509				13,147
Long-term operating lease liability			8,737				10,015
Other long-term liabilities			9,064				8,205
Total liabilities			279,587				290,846
Stockholders’ Equity:
Common stock			302,756				299,002
Additional paid-in capital			1,899,456				1,885,352
Treasury stock			(63,752	)			(61,770	)
Accumulated deficit			(1,586,363	)			(1,527,251	)
Total stockholders’ equity			552,097				595,333
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	831,684			$	886,179
* Unaudited as a standalone schedule; copied from consolidated financial statements

 

 

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CONSOLIDATED STATEMENTS OF OPERATIONS DATA
(U.S. GAAP)
Unaudited *
		Three Months Ended December 31,								Year Ended December 31,
		(in thousands, except per share amounts)								(in thousands, except per share amounts)
		2023				2022				2023				2022
Product revenue, net		$	70,555			$	89,507			$	285,299			$	366,511
Licensing and royalty revenue			4,158				738				21,612				2,682
Total revenue, net			74,713				90,245				306,911				369,193
Less: Cost of goods sold			29,589				26,641				102,142				108,631
Less: Cost of goods sold - restructuring inventory			—				—				39,228				18,078
Gross margin			45,124				63,604				165,541				242,484
Operating expenses:
Selling, general and administrative (1)			43,941				68,131				199,938				304,416
Research and development (1)			5,791				5,239				22,219				30,411
Restructuring			229				(180	)			10,972				13,526
Total operating expenses			49,961				73,190				233,129				348,353
Operating loss			(4,837	)			(9,586	)			(67,588	)			(105,869	)
Interest income			3,419				1,564				11,863				2,819
Interest expense			(2	)			(1	)			(8	)			(15	)
Other (expense) income, net			(1,029	)			1,250				2,063				(740	)
Loss from operations before taxes			(2,449	)			(6,773	)			(53,670	)			(103,805	)
(Provision for) benefit from income taxes			(3,332	)			7,629				(5,442	)			(1,998	)
Net (loss) income		$	(5,781	)		$	856			$	(59,112	)		$	(105,803	)
(Loss) earnings per share:
Basic		$	(0.01	)		$	0.00			$	(0.15	)		$	(0.26	)
Diluted		$	(0.01	)		$	0.00			$	(0.15	)		$	(0.26	)
Weighted average shares outstanding:
Basic			408,485				399,491				407,655				401,155
Diluted			408,485				401,696				407,655				401,155
* Unaudited as a standalone schedule; copied from consolidated financial statements
(1)	Excluding non-cash stock-based compensation, selling, general and administrative expenses were 187,445 and 282,076 for 2023 and 2022, respectively, and research and development expenses were 18,032 and 25,946, respectively, for the same periods.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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RECONCILIATION OF NON-GAAP NET (LOSS) INCOME
Unaudited
		Three months ended December 31,										Year Ended December 31,
		(in thousands, except per share amounts)										(in thousands, except per share amounts)
		2023					2022					2023					2022
Net (loss) income for EPS - GAAP			$	(5,781	)			$	856				$	(59,112	)			$	(105,803	)
	Stock-based compensation expense			4,646					6,612					16,680					26,805
	Restructuring Inventory			—					—					39,228					18,078
	Restructuring expense			229					(180	)				10,972					13,526
	Advisor Fees			—					—					6,270					—
Adjusted net (loss) income for EPS - non-GAAP			$	(906	)			$	7,288				$	14,038				$	(47,394	)
Basic and diluted
(Loss) earnings per share:
Basic - non-GAAP			$	(0.00	)			$	0.02				$	0.03				$	(0.12	)
Diluted - non-GAAP			$	(0.00	)			$	0.02				$	0.03				$	(0.12	)
Weighted average shares:
Basic				408,485					399,491					407,655					401,155
Diluted				408,485					401,696					422,966					401,155

 

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v3.24.0.1

Document and Entity Information	Feb. 29, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 29, 2024
Entity Registrant Name	AMARIN CORP PLCUK
Entity Incorporation State Country Code	X0
Entity File Number	0-21392
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Iconic Offices, The Greenway
Entity Address, Address Line Two	Block C Ardilaun Court
Entity Address, Address Line Three	112 – 114 St Stephens Green
Entity Address, City or Town	Dublin
Entity Address, Postal Zip Code	2
Entity Address, Country	IE
Country Region	353
City Area Code	1
Local Phone Number	6699 020
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security 12b Title	American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) Ordinary Share of Amarin Corporation plc
Trading Symbol	AMRN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000897448
Amendment Flag	false

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