ANNAPOLIS, Md., May 3, 2017 /PRNewswire/ -- PharmAthene, Inc.
(NYSE MKT: PIP), a biodefense company developing medical
countermeasures against anthrax, today reported its financial and
operational results for the first quarter of 2017.
First quarter and subsequent highlights include:
- On February 3, 2017, PharmAthene
paid a one-time special cash dividend of $2.91 per share of PharmAthene common stock. The
special dividend, totaling an aggregate payment of approximately
$200 million, represents
approximately 98% of the after tax net cash proceeds, received from
SIGA Technologies, Inc. in satisfaction of a judgment owed to
PharmAthene by SIGA.
- On March 13, 2017, PharmAthene
established a record date and meeting date for a special meeting of
stockholder to vote upon, among other things, the proposal to adopt
the agreement and plan of merger and reorganization involving
PharmAthene and Altimmune, Inc. PharmAthene stockholders of record
at the close of business on March 22,
2017, will be entitled to receive the notice of, and to vote
at, the PharmAthene special meeting which will be held on
May 4, 2017.
For the three months ended March 31,
2017, PharmAthene recognized revenue of $0.8 million compared to $1.0 million for the corresponding period in
2016. Revenue was derived from an existing contract with National
Institute of Allergy and Infectious Diseases (NIAID) for the
development of SparVax-L, a next generation lyophilized anthrax
vaccine. Revenue recognized to date under this contract is
$10.3 million.
Research and development expenses in the first quarter of 2017
were $0.7 million compared to
$1.0 million for the corresponding
period in 2016. The decrease was primarily due to efforts
associated with a stability program related to the NIAID program
which were no longer active during the same period in 2017.
Similarly, research and development expenses for a tech transfer
and the preparation of an engineering batch were at a point of high
activity during the first quarter of 2016.
Expenses associated with general and administrative functions
were $3.2 million in the first
quarter of 2017 compared to $1.2
million in the first quarter of 2016. The increase was
primarily due to transaction costs relating to the proposed merger
transaction involving Altimmune, Inc., professional fees, and labor
costs.
For the first quarter of 2017, the Company's net loss was
$2.2 million, or $(0.03) per share, compared to a net loss of
$1.2 million, or $(0.02) per share, for the corresponding period
in 2016.
Cash and cash equivalents at the end of the first quarter of
2017 were $15.8 million compared to
$154.0 at the end of fiscal year
2016.
On September 9, 2014, PharmAthene
entered into an incrementally funded contract with the National
Institutes of Allergy and Infectious Diseases ("NIAID") for the
development of a next generation lyophilized anthrax vaccine
("SparVax-L") which provided for potential aggregate funding of up
to approximately $28.1 million, if
all technical milestones were met and all eight contract options
were exercised by NIAID. NIAID has exercised four options under
this agreement providing for performance through December 31, 2017. PharmAthene has been informed
by NIAID that it will exercise only one of the additional remaining
options under the contract to provide funding for a non-human
primate challenge study which PharmAthene believes may be used to
support an advanced development funding proposal to the Biomedical
Advanced Research and Development Authority ("BARDA"). Work
under all exercised options will continue bringing total committed
and final funding under the NIAID contract to $15.1 million.
About PharmAthene
PharmAthene is engaged in the development of a next generation
anthrax vaccine that is intended to improve protection and safety
while having favorable dosage and storage requirements compared to
other anthrax vaccines.
The Proposed Merger
On January 18, 2017, PharmAthene
entered into an agreement and plan of merger and reorganization
pursuant to which its wholly-owned subsidiary, Mustang Merger Sub,
Inc., will be merged with and into Altimmune, Inc., with Altimmune
as the surviving subsidiary, and immediately thereafter, Altimmune
will be merged with and into Mustang Merger Sub LLC, with Mustang
Merger Sub LLC as the surviving entity in such merger. Following
the consummation of the mergers, PharmAthene will change its name
to "Altimmune, Inc." PharmAthene's Board of Directors has
established a record date of March 22,
2017 for a Special Meeting of Stockholders scheduled for
May 4, 2017 at which stockholders of
PharmAthene will have an opportunity to approve the proposals
relating to the mergers.
Forward-Looking Statement Disclaimer
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"; "will"; "project"; or similar
statements are forward-looking statements. Risks and uncertainties
include risks associated with our ability to consummate the mergers
with Altimmune, our ability to advance our next generation anthrax
vaccine programs; and other risks detailed from time to time in
PharmAthene's Forms 10-K and 10-Q under the caption "Risk Factors",
its Registration Statement on Form S-4 filed with the U.S.
Securities and Exchange Commission (SEC) on February 3, 2017 (File No. 333-215891) and in its
other reports and registration statements filed with the SEC.
PharmAthene disclaims any intent or obligation to update these
forward-looking statements other than as required by law.
Additional Information and Where to Find It
In connection with the proposed mergers involving PharmAthene,
Inc. and Altimmune, Inc., PharmAthene has filed with the SEC a
current report on Form 8-K, which included the merger agreement and
related documents. In addition, PharmAthene has filed a
registration statement on Form S-4 with the SEC, which contains a
final proxy statement/prospectus/consent solicitation and other
relevant materials, and may file with the SEC other documents
regarding the proposed transaction. The final proxy
statement/prospectus/consent solicitation has been sent to the
stockholders of PharmAthene and Altimmune. The final proxy
statement/prospectus contains information about PharmAthene,
Altimmune, the proposed merger and related matters. STOCKHOLDERS
ARE URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS/CONSENT
SOLICITATION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY, AS
THEY CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD
CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGERS AND RELATED
MATTERS. In addition to having received the proxy
statement/prospectus/consent solicitation and proxy card by mail,
stockholders may also obtain the final proxy
statement/prospectus/consent solicitation, as well as other filings
containing information about PharmAthene, without charge, from the
SEC's website (http://www.sec.gov) or, without charge, by directing
a written request to: PharmAthene, Inc., One Park Place, Suite 450, Annapolis, Maryland 21401, Attention: Investor
Relations.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, or a solicitation of any vote or approval, nor
shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in Solicitation
PharmAthene and its executive officers and directors may be
deemed to be participants in the solicitation of proxies from
PharmAthene's stockholders with respect to the matters relating to
the proposed mergers. Altimmune and its officers and directors also
may be deemed participants in such solicitation. Information
regarding PharmAthene's executive officers and directors is
available in PharmAthene's Annual Report on Form 10-K, filed with
the SEC on March 14, 2017.
Information regarding any interest that PharmAthene, Altimmune or
any of the executive officers or directors of PharmAthene or
Altimmune may have in the transaction with Altimmune is set forth
in the final proxy statement/prospectus/consent solicitation
described above.
Copies of PharmAthene's public disclosure filings are available
on our website under the investor relations tab at
www.PharmAthene.com.
PHARMATHENE,
INC.
|
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
March
31,
|
|
December
31,
|
|
|
2017
|
|
2016
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
15,782,402
|
|
$
153,994,922
|
|
Short-term
investments
|
-
|
|
66,810,962
|
|
Billed accounts
receivable
|
241,873
|
|
301,824
|
|
Unbilled accounts
receivable
|
798,855
|
|
697,321
|
|
Income tax
receivable
|
1,001,315
|
|
-
|
|
Prepaid expenses and
other current assets
|
467,642
|
|
464,797
|
Total current
assets
|
18,292,087
|
|
222,269,826
|
|
|
|
|
|
Property and
equipment, net
|
87,937
|
|
120,944
|
Goodwill
|
2,348,453
|
|
2,348,453
|
Total
assets
|
$
20,728,477
|
|
$
224,739,223
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
$
839,465
|
|
$
926,529
|
|
Dividends
payable
|
-
|
|
197,083,993
|
|
Accrued expenses and
other liabilities
|
1,339,618
|
|
2,083,472
|
|
Accrued income tax
payable
|
-
|
|
3,157,563
|
|
Accrued restructuring
expenses
|
43,909
|
|
109,126
|
|
Other short-term
liabilities
|
11,588
|
|
11,588
|
|
Derivative
instruments
|
-
|
|
1,465,272
|
Total current
liabilities
|
2,234,580
|
|
204,837,543
|
|
|
|
|
|
Other long-term
liabilities
|
442,589
|
|
442,589
|
Total
liabilities
|
2,677,169
|
|
205,280,132
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
Common stock, $0.0001
par value; 100,000,000 shares authorized; 68,815,195 and 67,726,458
shares issued and outstanding at March 31, 2017 and December 31,
2016, respectively
|
6,882
|
|
6,773
|
|
Additional paid-in
capital
|
50,111,875
|
|
49,323,222
|
|
Accumulated other
comprehensive loss
|
-
|
|
(1,052)
|
|
Accumulated
deficit
|
(32,067,449)
|
|
(29,869,852)
|
Total stockholders'
equity
|
18,051,308
|
|
19,459,091
|
Total liabilities and
stockholders' equity
|
$
20,728,477
|
|
$
224,739,223
|
|
PHARMATHENE,
INC.
|
|
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31,
|
|
|
|
2017
|
|
2016
|
|
|
|
|
|
|
Contract
revenue
|
|
$
804,071
|
|
$
1,005,694
|
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
|
Research and
development
|
|
725,797
|
|
1,029,131
|
|
General and
administrative
|
|
3,228,590
|
|
1,193,298
|
|
Depreciation
|
|
33,007
|
|
37,701
|
Total operating
expenses
|
|
3,987,394
|
|
2,260,130
|
|
|
|
|
|
|
Loss from
operations
|
|
$
(3,183,323)
|
|
$
(1,254,436)
|
Other (expense)
income:
|
|
|
|
|
|
Interest income
(expense), net
|
|
74,977
|
|
(1,050)
|
|
Change in fair value
of derivative instruments
|
|
(90,191)
|
|
39,898
|
|
Other (expense)
income
|
|
(375)
|
|
4,119
|
Total other (expense)
income
|
|
(15,589)
|
|
42,967
|
|
|
|
|
|
|
Loss before income
taxes
|
|
(3,198,912)
|
|
(1,211,469)
|
|
Income tax benefit
(provision)
|
|
1,001,315
|
|
(15,437)
|
Net loss
|
|
$
(2,197,597)
|
|
$
(1,226,906)
|
|
|
|
|
|
|
Basic and diluted net
loss per share
|
|
$
(0.03)
|
|
$
(0.02)
|
Weighted-average
shares used in calculation of basic and diluted net loss per
share
|
|
68,737,093
|
|
64,404,396
|
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/pharmathene-reports-first-quarter-2017-financial-and-operational-results-300450986.html
SOURCE PharmAthene, Inc.