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): April 1, 2015
Inotek Pharmaceuticals Corporation
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-36829 | 04-3475813 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 131 Hartwell Avenue, Suite 105 Lexington, MA |
02421 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (781) 676-2100
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)) |
| Item 2.02 | Results of Operations and Financial Condition |
On April 1, 2015, Inotek Pharmaceuticals Corporation announced its financial results for the year ended December 31, 2014. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “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 incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Inotek Pharmaceuticals Corporation on April 1, 2015, furnished herewith. | |
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: April 1, 2015 | INOTEK PHARMACEUTICALS CORPORATION | |||||
| By: | /s/ Dale Ritter | |||||
| Dale Ritter | ||||||
| Vice President—Finance | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Inotek Pharmaceuticals Corporation on April 1, 2015, furnished herewith. | |
Exhibit 99.1
Media Contact:
Chris Erdman
781.235.3060
chris@macbiocom.com
Company Contact:
David P. Southwell, CEO
781-676-2116
dpsouthwell@inotekpharma.com
Inotek Pharmaceuticals Corporation Reports 2014 Financial Results
LEXINGTON, Mass – April 1, 2015 – Inotek Pharmaceuticals Corporation (NASDAQ: ITEK) (the “Company”), a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of therapies for glaucoma, today reported financial results and operational highlights for the year ended December 31, 2014.
David P. Southwell, President and Chief Executive Officer of the Company said “2014 was a significant year for Inotek. We completed a second Phase 2 clinical study that again demonstrated trabodenoson’s meaningful efficacy and favorable safety profile, this time in a more challenging patient population.
“In addition to lowering intraocular pressure by restoring the eye’s natural pressure control mechanism, trabodenoson is showing significant potential as a neuroprotectant, with possible applications well beyond glaucoma. We remain on track with our clinical timelines for glaucoma. These plans include gaining FDA guidance on our Phase 3 monotherapy plans, initiating our first Phase 3 pivotal trial, and the progression of our fixed-dose-combination product, combining trabodenoson with the prostaglandin latanoprost in the same eye drop formulation. We will continue to further our understanding of the potential of trabodenoson to treat degenerative diseases of the retina through a program of preclinical studies, leading to clinical proof-of-concept trials.
“In 2015 we strengthened our balance sheet with the successful completion of our initial public offering (“IPO”) and a concurrent offering of convertible notes, raising total of approximately $63 million in gross proceeds.”
Business Highlights:
| • | Issued approximately 7.0 million shares and received gross proceeds of approximately $41.8 million through our IPO and subsequent exercise of the underwriters’ overallotment option. On February 18, 2015, Inotek’s shares began trading on the NASDAQ Global Market under the symbol “ITEK”. |
| • | Issued $21.0 million of 5.0% Convertible Senior Notes due 2020 at the time of our IPO and through subsequent exercise of the underwriters’ overallotment option. |
| • | Strengthened the management team with the appointment of David P. Southwell as President and Chief Executive Officer in August 2014. |
Summary of Fiscal Year 2014 Financial Results:
| • | Cash and cash equivalents as of December 31, 2014 were $3.6 million, compared to $12.8 million as of December 31, 2013. |
| • | Research and development expenses were $5.6 million for the year ended December 31, 2014, compared to $5.3 million for the year ended December 31, 2013. |
| • | General and administrative expenses were $2.1 million for the year ended December 31, 2014, compared to $1.3 million for the year ended December 31, 2013. |
| • | Net loss was $9.5 million for the year ended December 31, 2014, compared to a net loss of $7.6 million for the year ended December 31, 2013. |
-Financial Tables to Follow-
2
Inotek Pharmaceuticals Corporation
Balance Sheets
(in thousands)
| December 31, | ||||||||
| 2014 | 2013 | |||||||
| Cash |
$ | 3,618 | $ | 12,793 | ||||
| Other assets |
1,902 | 70 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 5,520 | $ | 12,863 | ||||
|
|
|
|
|
|||||
| Accounts payable, accrued expenses and other liabilities |
$ | 2,162 | $ | 1,832 | ||||
| Notes payable |
5,613 | 6,805 | ||||||
| Convertible notes payable |
1,541 | — | ||||||
| Warrant and convertible notes redemption rights derivative liabilities |
962 | 1,888 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
10,278 | 10,525 | ||||||
| Series AA redeemable convertible preferred stock |
46,253 | 40,685 | ||||||
| Series X redeemable convertible preferred stock |
548 | 548 | ||||||
|
|
|
|
|
|||||
| Stockholders’ deficit |
(51,559 | ) | (38,895 | ) | ||||
|
|
|
|
|
|||||
| Total Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit |
$ | 5,520 | $ | 12,863 | ||||
|
|
|
|
|
|||||
Inotek Pharmaceuticals Corporation
Statements of Operations
(in thousands, except share and per share amounts)
| Year ended December 31, |
||||||||||||
| 2014 | 2013 | 2012 | ||||||||||
| Operating expenses: |
||||||||||||
| Research and development |
$ | (5,592 | ) | $ | (5,330 | ) | $ | (3,738 | ) | |||
| General and administrative |
(2,112 | ) | (1,324 | ) | (1,242 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Loss from operations |
(7,704 | ) | (6,654 | ) | (4,980 | ) | ||||||
| Interest expense, net |
(980 | ) | (881 | ) | (636 | ) | ||||||
| Change in fair value of warrant and redemption rights derivative liabilities |
(847 | ) | (81 | ) | (29 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Net loss |
$ | (9,531 | ) | $ | (7,616 | ) | $ | (5,645 | ) | |||
|
|
|
|
|
|
|
|||||||
| Net loss per share attributable to common stockholders — basic and diluted |
$ | (13.52 | ) | $ | 10.05 | $ | (7.14 | ) | ||||
|
|
|
|
|
|
|
|||||||
| Weighted-average number of shares outstanding — basic and diluted |
1,020,088 | 1,018,183 | 1,017,541 | |||||||||
|
|
|
|
|
|
|
|||||||
3
About Inotek Pharmaceuticals Corporation
Inotek Pharmaceuticals is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of therapies for glaucoma. Our lead product candidate, trabodenoson, is a first-in-class selective adenosine mimetic that is rationally designed to lower intraocular pressure by restoring the eye’s natural pressure control mechanism. Our product pipeline includes trabodenoson monotherapy delivered in an eye drop formulation, as well as a fixed-dose combination of trabodenoson with latanoprost given once-daily. Additionally, we are evaluating the potential for trabodenoson to directly target optic neuropathies. www.inotekpharma.com.
Forward-Looking Statements
This press release contains forward-looking statements, which are subject to substantial risks, uncertainties and assumptions. You should not place reliance on these statements. Forward-looking statements include information concerning the Company’s proposed plans. These statements often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” or similar expressions. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee that it will effect its proposed plans. Accordingly, you should not place undue reliance on these forward-looking statements. All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
4