Neothetics, Inc. (NASDAQ:NEOT) provided a business update and
reported financial results for the third quarter 2017.
Third Quarter 2017 and Recent Corporate
Highlights
- In July 2017, Neothetics announced that its Board of Directors
unanimously approved plans to initiate a process to explore and
review a range of strategic alternatives focusing on seeking an
acquisition, business combination or partnership that will allow
for it to maximize shareholder value from its remaining assets and
cash resources. Neothetics engaged Oppenheimer & Co., Inc. to
act as its financial advisor for this process. The Company also
streamlined its operations in order to preserve its capital and
cash resources, including implementing a reduction in the Company’s
workforce. The workforce was reduced to three employees during the
third quarter and the Company expects to complete the reduction to
two employees in the fourth quarter of 2017 or first quarter of
2018.
- In October 2017, Neothetics announced it had entered into a
definitive merger agreement under which a wholly-owned subsidiary
of Neothetics will merge with and into Evofem Biosciences, Inc. in
an all-stock transaction. The companies expect that the merger will
position the combined company with an opportunity to become a
leading women’s health company that develops and commercializes
novel products. Upon closing of the transaction, Neothetics will be
renamed Evofem Biosciences, Inc., and will be under the leadership
of Evofem Biosciences’ Chief Executive Officer, Saundra
Pelletier.
Third Quarter and Nine Months Ended September 30, 2017
Financial Results
Research and development expenses for the third
quarter of 2017 were approximately $0.5 million, compared to $1.0
million for the same quarter in 2016. Research and development
expenses for the nine months ended September 30, 2017 were $3.6
million, compared to $5.7 million for the same period in 2016. The
decrease in research and development expenses year over year was
primarily due to completion of the majority of the close-out
activities for our AbCONTOUR1 and AbCONTOUR2 U.S. Phase 3 clinical
trials and supplemental clinical trials and the reduction of
personnel and other research and development activities. The
decreases were offset by the expenses incurred in 2017 for the
Phase 2 proof-of concept clinical trial for the reduction of
localized fat deposits under the chin and severance expenses.
General and administrative expenses for the
third quarter of 2017 were approximately $1.3 million, compared to
$0.9 million for the same quarter in 2016. Total general and
administrative expense for the nine months ended September 30, 2017
were $4.1 million, compared to $4.4 million for the same period in
2016. The decrease in general and administrative expenses year over
year was primarily attributable to the reduction of personnel
expenses. The decreases were offset by an increase in legal and
consulting expenses associated with the contemplated strategic
transaction.
Net loss for the third quarter of 2017 was $1.8
million, or $0.13 basic and diluted net loss per share, compared to
a net loss of $2.4 million, or $0.17 basic and diluted net loss per
share, for the same period in 2016. For the nine months ended
September 30, 2017, net loss was $7.6 million, or $0.55 basic and
diluted net loss per share, compared to a net loss of $11.0
million, or $0.80 basic and diluted net loss per share, for the
nine months ended September 30, 2016.
Cash and cash equivalents were $5.8 million as
of September 30, 2017 compared to $11.5 million as of December 31,
2016.
About Neothetics, Inc. Neothetics is
a San Diego based clinical-stage specialty pharmaceutical
company developing therapeutics for the aesthetic market. Our focus
has been on localized fat reduction and body contouring. For more
information on Neothetics, please
visit www.neothetics.com. Neothetics, LIPO-202, LIPO-102 and
the Neothetics logo are trademarks or registered
trademarks of Neothetics, Inc. Other names and brands may be
claimed as the property of others.
About Evofem Biosciences, Inc.Evofem
Biosciences develops and anticipates commercializing innovative
products that support and promote women as the primary healthcare
consumer. Evofem Biosciences is currently identifying and
developing new and novel products to specifically address unmet
needs in the areas of women’s sexual and reproductive health, the
prevention of acquisition of sexually transmitted infections and
products that address or promote general health and wellbeing. For
more information on Evofem Biosciences, please visit
www.evofem.com.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements in this communication
regarding the proposed merger and other contemplated transactions
(including statements relating to satisfaction of the conditions to
and consummation of the proposed merger, the expected ownership of
the combined company, the alternatives to the proposed merger, and
the ability of the combined company to raise additional capital to
complete its clinical programs) constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act and are usually
identified by the use of words such as "anticipates," "believes,"
"estimates," "expects," "intends," "may," "plans," "projects,"
"seeks," "should," "will," and variations of such words or similar
expressions. We intend these forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act and are making this
statement for purposes of complying with those safe harbor
provisions. These forward-looking statements reflect our current
views about our plans, intentions, expectations, strategies and
prospects, which are based on the information currently available
to us and on assumptions we have made. Although we believe that our
plans, intentions, expectations, strategies and prospects as
reflected in or suggested by those forward-looking statements are
reasonable, we can give no assurance that the plans, intentions,
expectations or strategies will be attained or achieved.
Furthermore, actual results may differ materially from those
described in the forward-looking statements and will be affected by
a variety of risks and factors that are beyond our control.
Risks and uncertainties for Neothetics and
Evofem Biosciences and of the combined company include, but are not
limited to: inability to complete the proposed merger and other
contemplated transactions in connection with the merger; liquidity
and trading market for shares prior to and following the
consummation of the proposed merger and proposed financing; costs
and potential litigation associated with the proposed merger; the
inability to raise the additional capital necessary to complete
current and anticipated clinical trials; failure or delay in
obtaining required approvals by the SEC or any other governmental
or quasi-governmental entity necessary to consummate the proposed
merger, including our ability to file an effective proxy
statement/information statement/prospectus in connection with the
proposed merger and other contemplated transactions in connection
with the merger, which may also result in unexpected additional
transaction expenses and operating cash expenditures on the
parties; an inability or delay in obtaining required regulatory
approvals for product candidates, which may result in unexpected
cost expenditures; risks inherent in drug development in general;
uncertainties in obtaining successful clinical results for product
candidates and unexpected costs that may result therefrom; failure
to realize any value of certain product candidates developed and
being developed in light of inherent risks and difficulties
involved in successfully bringing product candidates to market;
inability to develop new product candidates and support existing
products; the approval by the FDA and EMA and any other similar
foreign regulatory authorities of other competing or superior
products brought to market; risks resulting from unforeseen side
effects; risk that the market for the combined company's products
may not be as large as expected; inability to obtain, maintain and
enforce patents and other intellectual property rights or the
unexpected costs associated with such enforcement or litigation;
inability to obtain and maintain commercial manufacturing
arrangements with third party manufacturers or establish commercial
scale manufacturing capabilities; loss of or diminished demand from
one or more key customers or distributors; unexpected cost
increases and pricing pressures; failure to obtain the necessary
stockholder approvals or to satisfy other conditions to the closing
of the proposed merger and the other contemplated transactions; a
superior proposal being submitted to either party; uncertainties of
cash flows and inability to meet working capital needs; and risks
associated with the possible failure to realize certain benefits of
the proposed merger, including future financial, tax, accounting
treatment, and operating results. Many of these factors that will
determine actual results are beyond Neothetics, Evofem Biosciences,
or the combined company's ability to control or predict.
Other risks and uncertainties are more fully
described in periodic filings with the Securities and Exchange
Commission (the "SEC"), including the risk factor disclosure set
forth in the reports and other documents the company files with
the SEC available at www.sec.gov, including without
limitation, Neothetics’ Form 10-K for the year ended December
31, 2016 and subsequent Quarterly Reports on Form 10-Q and in
other filings that Neothetics makes and will make with the SEC in
connection with the proposed transactions, including the proxy
statement described above "Important Information and Where to Find
It." Existing and prospective investors are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof. The statements made in this press
release speak only as of the date stated herein, and subsequent
events and developments may cause our expectations and beliefs to
change. Unless otherwise required by applicable securities laws, we
do not intend, nor do we undertake any obligation, to update or
revise any forward-looking statements contained in this news
release to reflect subsequent information, events, results or
circumstances or otherwise. While we may elect to update these
forward-looking statements publicly at some point in the future, we
specifically disclaim any obligation to do so, whether as a result
of new information, future events or otherwise, except as required
by law.
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|
Neothetics, Inc. |
|
Condensed Statements of
Operations |
|
(Unaudited) Neothetics, Inc. |
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
Operating
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research
and development |
|
$ |
486,828 |
|
|
$ |
964,937 |
|
|
$ |
3,592,760 |
|
|
$ |
5,653,432 |
|
General
and administrative |
|
|
1,332,848 |
|
|
|
905,176 |
|
|
|
4,081,001 |
|
|
|
4,407,408 |
|
Total operating
expenses |
|
|
1,819,676 |
|
|
|
1,870,113 |
|
|
|
7,673,761 |
|
|
|
10,060,840 |
|
Loss from
operations |
|
|
(1,819,676 |
) |
|
|
(1,870,113 |
) |
|
|
(7,673,761 |
) |
|
|
(10,060,840 |
) |
Interest income |
|
|
13,400 |
|
|
|
13,935 |
|
|
|
40,084 |
|
|
|
50,078 |
|
Interest expense |
|
— |
|
|
|
(506,302 |
) |
|
— |
|
|
|
(1,035,763 |
) |
Net loss |
|
$ |
(1,806,276 |
) |
|
$ |
(2,362,480 |
) |
|
$ |
(7,633,677 |
) |
|
$ |
(11,046,525 |
) |
Net loss per share,
basic and diluted |
|
$ |
(0.13 |
) |
|
$ |
(0.17 |
) |
|
$ |
(0.55 |
) |
|
$ |
(0.80 |
) |
Weighted average shares
used to compute basicand diluted net loss per share |
|
|
13,831,747 |
|
|
|
13,816,464 |
|
|
|
13,830,981 |
|
|
|
13,786,207 |
|
|
|
|
|
Condensed Balance Sheets |
|
(Unaudited) |
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2017 |
|
|
2016 |
|
Assets |
|
|
|
|
|
|
|
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Current assets: |
|
|
|
|
|
|
|
|
Cash and
cash equivalents |
|
$ |
5,750,266 |
|
|
$ |
11,477,852 |
|
Prepaid
expenses and other current assets |
|
|
380,005 |
|
|
|
1,029,546 |
|
Total current
assets |
|
|
6,130,271 |
|
|
|
12,507,398 |
|
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
93,382 |
|
|
|
200,000 |
|
Property and equipment,
net |
|
|
22,463 |
|
|
|
109,320 |
|
Total assets |
|
$ |
6,246,116 |
|
|
$ |
12,816,718 |
|
Liabilities and
stockholders’ equity |
|
|
|
|
|
|
|
|
Current
liabilities: |
|
|
|
|
|
|
|
|
Accounts
payable |
|
$ |
410,163 |
|
|
$ |
503,739 |
|
Accrued
severance |
|
|
191,496 |
|
|
|
109,525 |
|
Other
accrued expenses |
|
|
794,739 |
|
|
|
288,928 |
|
Total current
liabilities |
|
|
1,396,398 |
|
|
|
902,192 |
|
Stockholders’
equity: |
|
|
|
|
|
|
|
|
Preferred
stock, $0.0001 par value; 5,000,000 shares authorized; no |
|
|
|
|
|
|
shares
issued and outstanding |
|
— |
|
|
— |
|
Common
stock, $0.0001 par value; 300,000,000 shares authorized; |
|
|
|
|
|
|
|
|
13,831,747 and 13,828,496 shares issued and outstanding at |
|
|
|
|
|
|
|
|
September
30, 2017 and December 31, 2016, respectively |
|
|
1,383 |
|
|
|
1,382 |
|
Additional paid-in capital |
|
|
138,332,367 |
|
|
|
137,763,499 |
|
Accumulated deficit |
|
|
(133,484,032 |
) |
|
|
(125,850,355 |
) |
Total stockholders’
equity |
|
|
4,849,718 |
|
|
|
11,914,526 |
|
Total liabilities and
stockholders’ equity |
|
$ |
6,246,116 |
|
|
$ |
12,816,718 |
|
|
|
COMPANY CONTACTS:
Susan A. KnudsonChief Financial
Officer858-500-7780sknudson@neothetics.com
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