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Entered into a merger agreement with C3J Therapeutics that is
expected to result in an NYSE American-listed company (to be named
Armata Pharmaceuticals) focused on development of precisely targeted
bacteriophage therapeutics - $10.0 million of new capital to be invested in combined company
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Special shareholders meeting to be held on May 8, 2019 at 8:30 a.m.
Pacific Time, transaction expected to close soon afterwards
SAN DIEGO–(BUSINESS WIRE)–AmpliPhi Biosciences Corporation (NYSE American: APHB), a
clinical-stage biotechnology company focused on precisely targeted
bacteriophage therapeutics for antibiotic-resistant infections, today
announced financial results for the first quarter ended March 31, 2019.
AmpliPhi Biosciences will not be conducting a conference call in
conjunction with this financial results release.
“We remain on track and excited for the closing of our merger with C3J
Therapeutics, which we expect later this month,” said Paul C. Grint,
M.D., CEO of AmpliPhi Biosciences. “As we continue to progress towards
the initiation of our clinical trial of AB-SA01 for the treatment of S.
aureus bacteremia later in 2019, we look forward to the combined
efforts and capabilities of Armata Pharmaceuticals, offering both
natural and synthetic phage therapies to treat antibiotic-resistant
infections.”
Recent Business Highlights
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In January 2019, AmpliPhi and C3J Therapeutics, Inc., a privately held
clinical-stage biotechnology company focused on the development of
novel synthetically engineered bacteriophage products, announced a
definitive agreement under which a wholly owned subsidiary of AmpliPhi
will merge with C3J in an all-stock transaction, subject to
shareholder approval. Certain existing C3J shareholders have agreed to
purchase $10.0 million of common stock of the combined company
immediately following the closing of the merger, subject to customary
conditions. The financing will help fund further development of the
combined company’s preclinical and clinical programs, and is expected
to close immediately following the completion of the merger.
Management expects the merger will close in mid-May 2019.
First Quarter 2019 Financial Results
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Research and development (R&D) expenses for the first quarter of 2019
were $1.5 million, consistent with the first quarter of 2018. -
General and administrative (G&A) expenses were $2.1 million for the
first quarter of 2019 compared to $1.6 million for the first quarter
of 2018. The increase of $0.5 million was primarily due to higher
professional fees in the first quarter of 2019. -
Net cash used in operating activities for the first quarter of 2019
was $2.6 million, as compared to $3.5 million for the first quarter of
2018. - Cash and cash equivalents at March 31, 2018 totaled $5.5 million.
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As of May 6, 2019, there were approximately 33.5 million shares of
common stock outstanding.
About AmpliPhi Biosciences
AmpliPhi Biosciences Corporation is a clinical-stage biotechnology
company focused on precisely targeted bacteriophage therapeutics for
antibiotic-resistant infections using its proprietary
bacteriophage-based technology. AmpliPhi’s lead product candidates,
AB-SA01 and AB-PA01, target Staphylococcus aureus and Pseudomonas
aeruginosa, respectively, including multidrug-resistant strains,
which are included on the WHO’s 2017 Priority Pathogens List. Phage
therapeutics are uniquely positioned to address the threat of
antibiotic-resistance as they can be precisely targeted to kill select
bacteria, have a differentiated mechanism of action, can penetrate and
disrupt biofilms (a common bacterial defense mechanism against
antibiotics), are potentially synergistic with antibiotics and have been
shown to restore antibiotic sensitivity to drug-resistant bacteria. For
more information visit www.ampliphibio.com.
Forward Looking Statements
This press release contains “forward-looking” statements, including,
without limitation, statements related to the anticipated consummation
of the transactions contemplated by the merger agreement and related
transactions, the consummation of the sale of $10 million of the
combined company’s common stock to certain shareholders of C3J
immediately following the closing of the merger, the anticipated
benefits of the proposed merger and $10 million financing, and
statements related to the anticipated initiation of a clinical trial of
AB-SA01 for the treatment of S. aureus bacteremia later in 2019.
Any statements contained in this press release that are not statements
of historical fact may be deemed to be forward-looking statements. These
forward-looking statements are based upon AmpliPhi’s current
expectations. Forward-looking statements involve risks and
uncertainties. AmpliPhi’s actual results and the timing of events could
differ materially from those anticipated in such forward-looking
statements as a result of these risks and uncertainties, which include,
without limitation, risks related to: AmpliPhi’s ability to complete the
merger and the related $10 million common stock financing immediately
thereafter, on the proposed terms and schedule, or at all, including
risks and uncertainties related to obtaining the requisite shareholder
approval of the transactions, as well as the satisfaction of other
closing conditions related to the merger agreement and the share
purchase agreement for the $10 million private placement; and AmpliPhi’s
ability to advance its preclinical and clinical programs and the
uncertain and time-consuming regulatory approval process. Additional
risks and uncertainties relating to AmpliPhi and its business can be
found under the caption “Risk Factors” and elsewhere in AmpliPhi’s
filings and reports with the SEC, including in AmpliPhi’s Quarterly
Report on Form 10-Q, filed with the SEC on May 6, 2019, and AmpliPhi’s
subsequent filings with the SEC. AmpliPhi expressly disclaims any
obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change
in AmpliPhi’s expectations with regard thereto or any change in events,
conditions or circumstances on which any such statements are based.
| AmpliPhi Biosciences Corporation | ||||||
| Condensed Consolidated Balance Sheets | ||||||
| March 31, 2019 | December 31, 2018 | |||||
| Assets | ||||||
| Cash and cash equivalents | $ | 5,535,000 | $ | 8,157,000 | ||
| Prepaids and other current assets | 407,000 | 251,000 | ||||
| Total current assets | 5,942,000 | 8,408,000 | ||||
| Property and equipment, net | 420,000 | 503,000 | ||||
| Intangible assets, net | 2,969,000 | 2,976,000 | ||||
| Right-of-use asset | 286,000 | – | ||||
| Total assets | $ | 9,617,000 | $ | 11,887,000 | ||
| Liabilities and stockholders’ equity | ||||||
| Total current liabilities | $ | 3,591,000 | $ | 2,572,000 | ||
| Derivative liabilities | 33,000 | 22,000 | ||||
| Deferred tax liability | 819,000 | 819,000 | ||||
| Other long-term liabilities | 213,000 | – | ||||
| Total liabilities | 4,656,000 | 3,413,000 | ||||
| Stockholders’ equity | 4,961,000 | 8,474,000 | ||||
| Total liabilities and stockholders’ equity | $ | 9,617,000 | $ | 11,887,000 | ||
| AmpliPhi Biosciences Corporation | ||||||||
| Condensed Consolidated Statements of Operations | ||||||||
| Three Months Ended March 31, | ||||||||
| 2019 | 2018 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue | $ | – | $ | – | ||||
| Operating expenses: | ||||||||
| Research and development | 1,494,000 | 1,464,000 | ||||||
| General and administrative | 2,112,000 | 1,591,000 | ||||||
| Impairment charges | ||||||||
| Total operating expenses | 3,606,000 | 3,055,000 | ||||||
| Loss from operations | (3,606,000 | ) | (3,055,000 | ) | ||||
| Other income: | ||||||||
| Change in fair value of derivative liabilities | (11,000 | ) | (79,000 | ) | ||||
| Other income, net | – | – | ||||||
| Total other income | (11,000 | ) | (79,000 | ) | ||||
| Loss before income taxes | (3,617,000 | ) | (3,134,000 | ) | ||||
| Income tax benefit | – | – | ||||||
| Net loss | $ | (3,617,000 | ) | $ | (3,134,000 | ) | ||
| Net loss per share, basic | $ | (0.11 | ) | $ | (0.24 | ) | ||
| Weighted average shares outstanding, basic | 32,390,144 | 13,298,159 | ||||||
| Net loss per share, diluted | $ | (0.11 | ) | $ | (0.15 | ) | ||
| Weighted average shares outstanding, diluted | 32,390,144 | 13,298,159 | ||||||
| AmpliPhi Biosciences Corporation | ||||||||
| Condensed Consolidated Statement of Cash Flows | ||||||||
| Three Months Ended March 31, | ||||||||
| 2019 | 2018 | |||||||
| Operating activities: | ||||||||
| Net loss | $ | (3,617,000 | ) | $ | (3,134,000 | ) | ||
|
Adjustments required to reconcile net loss to net cash used in operating activities: |
||||||||
| Change in fair value of derivative liabilities | 11,000 | 79,000 | ||||||
| Stock-based compensation | 99,000 | 122,000 | ||||||
| Depreciation and amortization | 108,000 | 97,000 | ||||||
| Other non-cash adjustments, net | – | – | ||||||
| Changes in operating assets and liabilities, net | 779,000 | (700,000 | ) | |||||
| Net cash used in operating activities | (2,620,000 | ) | (3,536,000 | ) | ||||
| Investing activities: | ||||||||
| Purchases of property and equipment | (7,000 | ) | – | |||||
| Net cash used in investing activities | (7,000 | ) | – | |||||
| Financing activities: | ||||||||
| Proceeds from sale of common stock, net of offering costs | – | 6,409,000 | ||||||
| Other financing activities | 5,000 | 201,000 | ||||||
| Net cash provided by financing activities | 5,000 | 6,610,000 | ||||||
| Net increase (decrease) in cash and cash equivalents | (2,622,000 | ) | 3,074,000 | |||||
| Cash and cash equivalents, beginning of period | 8,157,000 | 5,132,000 | ||||||
| Cash and cash equivalents, end of period | $ | 5,535,000 | $ | 8,206,000 | ||||
Contacts
At the Company:
Steve Martin
AmpliPhi Biosciences
(858)
800-2492
ir@ampliphibio.com
Investor Relations:
Robert H.
Uhl
Westwicke Partners
(858) 356-5932
robert.uhl@westwicke.com