adro-8k_20170802.htm

 

 

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): August 2, 2017

 

Aduro Biotech, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-37345

 

 

94-3348934

(Commission

File No.)

 

 

(IRS Employer

Identification No.)

740 Heinz Avenue

Berkeley, California

(Address of principal executive offices)

94710

(Zip Code)

Registrant’s telephone number, including area code: (510) 848-4400

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 (see General Instruction A.2. below):

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))

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

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. 

 

 


 

Item 2.02.

Results of Operations and Financial Condition.

On August 2, 2017, Aduro Biotech, Inc. (“Aduro”) announced certain financial results for the second quarter ended June 30, 2017. A copy of Aduro’s press release, titled “Aduro Biotech Reports Second Quarter 2017 Financial Results,” is furnished pursuant to Item 2.02 as Exhibit 99.1 hereto.

 

 

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

 

Exhibit

 

Description

 

 

 

99.1

 

Press Release, dated August 2, 2017, titled “Aduro Biotech Reports Second Quarter 2017 Financial Results

The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Aduro Biotech, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 

 


 

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.

 

Dated: August 2, 2017

 

 

 

Aduro Biotech, Inc.

 

 

 

 

 

 

 

By:

 

/s/ Jennifer Lew

 

 

 

 

Jennifer Lew

 

 

 

 

Senior Vice President of Finance

 

 

 


 

EXHIBIT INDEX

 

Exhibit

 

Description

 

 

 

99.1

 

Press Release, dated August 2, 2017, titled “Aduro Biotech Reports Second Quarter 2017 Financial Results

 

 

adro-ex991_6.htm

 

 

Exhibit 99.1

 

Contact:

 

Media Contact:

Sylvia Wheeler

 

Susan Lehner

Sr. VP, Corporate Affairs & Investor Relations

 

510 809 2137

510 809 9264

 

press@aduro.com

 

Aduro Biotech Reports Second Quarter 2017 Financial Results

BERKELEY, Calif., August 2, 2017 – Aduro Biotech, Inc. (NASDAQ: ADRO) today reported financial results for the second quarter of 2017. Net loss for the second quarter 2017 was $19.4 million, or $0.27 per share, and for the six months ended June 30, 2017 net loss was $41.2 million, or $0.59 per share, compared to net income of $2.3 million, or $0.04 per share, and net loss of $26.5 million, or $0.41 per share, respectively, for the same periods in 2016.

Cash, cash equivalents and marketable securities totaled $377.2 million at June 30, 2017, compared to $361.9 million at December 31, 2016.  

“We are making great progress as we approach a number of near-term milestones across all three of our distinct immunotherapy platforms,” said Stephen T. Isaacs, chairman, president and chief executive officer of Aduro. “In the remaining period of 2017, we expect to initiate a number of new clinical trials, including a combination trial with ADU-S100 and anti-PD-1; a first-in-human Phase 1 trial with pLADD, a personalized second-generation LADD targeting neoantigens, in patients with certain colorectal cancers; and a first-in-human clinical trial with our lead B-select candidate, an anti-APRIL monoclonal antibody, in multiple myeloma. With these anticipated new trials, all of our technology platforms will be in the clinic. In addition, we expect to share preliminary clinical data from the ongoing Phase 1 dose escalation monotherapy trial of ADU-S100, as well as preliminary data from the ongoing Phase 2 trial of CRS-207 and anti-PD-1 in mesothelioma.  With a comprehensive portfolio of investigational immunotherapies, we are poised with multiple opportunities to deliver on our goal of building a successful biotech company by bringing innovative medicines to patients.”

Key Recent Accomplishments

 

Established a clinical collaboration with Merck to evaluate the combination of Aduro’s LADD agent CRS-207 with Merck’s anti-PD-1 KEYTRUDA® (pembrolizumab) in a Phase 2 trial in mesothelioma cancer and subsequently initiated this trial

 

Received FDA clearance of an Investigational New Drug Application (IND) for the Phase 1b study of Aduro’s ADU-S100 and PDR001, Novartis’ anti-PD-1 checkpoint inhibitor

 

Initiated a Phase 2 clinical trial of CRS-207 in combination with pembrolizumab for patients with previously-treated gastric cancer

 

Earned a $2 million milestone under a worldwide licensing agreement with Merck for work supporting the preparation of an IND for the B-select anti-CD27 monoclonal antibody

Remaining Anticipated 2017 Milestones

 

Initiate Phase 1 pLADD (personalized LADD) trial in certain colorectal cancers

 

Janssen expected to initiate Phase 1b/2 trial of ADU-214 in lung cancer and determine next steps for ADU-741 in prostate cancer

 

Initiate Phase 1b trial of ADU-S100 in combination with anti-PD-1 in collaboration with Novartis

 

Report early results from the Phase 2 mesothelioma study evaluating CRS-207 in combination with pembrolizumab

 

Report preliminary top-line findings from Phase 1 monotherapy trial of ADU-S100

 

File an IND for BION-1301, an anti-APRIL antibody

 

Initiate Phase 1 multiple myeloma trial with BION-1301, an anti-APRIL antibody

Second Quarter 2017 Financial Results

Revenue was $5.9 million for the second quarter of 2017 and $9.7 million for the six months ended June 30, 2017, compared to $39.0 million and $43.0 million, respectively, for the same periods in 2016. The decrease in revenue in both periods is due to the recognition of a $35.0 million milestone payment in the second quarter of 2016 in connection with the clinical advancement of ADU-

 


 

S100 under our agreement with Novartis. For the second quarter of 2017, the decrease was partially offset by the recognition of $2.0 million in connection with the achievement of a milestone under our anti-CD27 antibody agreement with Merck.

Research and development expenses were $21.4 million for the second quarter of 2017 and $42.0 million for the six months ended June 30, 2017, compared to $26.9 million and $47.8 million, respectively, for the same periods in 2016. The decrease in research and development expenses in both periods was primarily related to reduced GVAX Pancreas manufacturing and pancreatic cancer clinical trial expenses, partially offset by increased costs to manufacture our B-select antibodies as well as higher personnel and facility related costs in 2017.

General and administrative expenses were $8.3 million for the second quarter of 2017 and $16.5 million for the six months ended June 30, 2017, compared to $8.7 million and $17.7 million, respectively, for the same periods in 2016. The decrease in general and administrative expenses in both periods was primarily related to lower professional services and consulting expenses in 2017, partially offset by higher facility costs in 2017.  

Income tax benefit was $3.8 million for the second quarter of 2017 and $6.5 million for the six months ended June 30, 2017, compared to a provision for income taxes of $1.5 million and $4.7 million, respectively, for the same periods in 2016.  The income tax benefit recorded in 2017 was due to the current benefit of federal income taxes paid in 2016.

About Aduro

Aduro Biotech, Inc. is an immunotherapy company focused on the discovery, development and commercialization of therapies that transform the treatment of challenging diseases. Aduro's technology platforms, which are designed to harness the body's natural immune system, are being investigated in cancer indications and have the potential to expand into autoimmune and infectious diseases. Aduro's LADD technology platform is based on proprietary attenuated strains of Listeria that have been engineered to express tumor-associated antigens to induce specific and targeted immune responses. This platform is being developed as a treatment for multiple indications, including mesothelioma, gastric, ovarian, lung and prostate cancers. Additionally, a personalized form of LADD, or pLADD, is being developed utilizing tumor neoantigens that are specific to an individual patient’s tumor. Aduro's STING Pathway Activator platform is designed to activate the STING receptor in immune cells, resulting in a potent tumor-specific immune response. ADU-S100 is the first STING Pathway Activator compound to enter the clinic and is currently being evaluated in a Phase 1 study in patients with cutaneously accessible metastatic solid tumors or lymphomas. Aduro’s B-select monoclonal antibody platform is comprised of a number of immune modulating assets in research and preclinical development, including BION-1301, an anti-APRIL antibody. Aduro is collaborating with leading global pharmaceutical companies to expand its products and technology platforms. For more information, please visit www.aduro.com.

Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding our intentions or current expectations concerning, among other things, the potential for our technology, plans, timing and the availability of results of our clinical trials and those of our collaborators, the timing and receipt of milestone payments, and the potential for eventual regulatory approval of our product candidates. In some cases you can identify these statements by forward-looking words such as “may,” “will,” “continue,” “anticipate,” “intend,” “could,” “project,” “expect” or the negative or plural of these words or similar expressions.  Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, our history of net operating losses and uncertainty regarding our ability to achieve profitability, our ability to develop and commercialize our product candidates, our ability to use and expand our technology platforms to build a pipeline of product candidates, our ability to obtain and maintain regulatory approval of our product candidates, our ability to operate in a competitive industry and compete successfully against competitors that have greater resources than we do, our reliance on third parties, and our ability to obtain and adequately protect intellectual property rights for our product candidates.  We discuss many of these risks in greater detail under the heading “Risk Factors” contained in our quarterly report on Form 10-Q for the quarter ended June 30, 2017, to be filed with the Securities and Exchange Commission. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this press release. Any forward-looking statements that we make in this press release speak only as of the date of this press release. We assume no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

 

 


 

ADURO BIOTECH, INC.

Condensed Consolidated Statements of Operations

(In thousands, except share and per share amounts)

(Unaudited)

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collaboration and license revenue

 

$

5,876

 

 

$

38,938

 

 

$

9,648

 

 

$

42,921

 

Grant revenue

 

 

41

 

 

 

41

 

 

 

41

 

 

 

88

 

Total revenue

 

 

5,917

 

 

 

38,979

 

 

 

9,689

 

 

 

43,009

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

21,440

 

 

 

26,882

 

 

 

42,011

 

 

 

47,809

 

General and administrative

 

 

8,245

 

 

 

8,700

 

 

 

16,523

 

 

 

17,699

 

Amortization of intangible assets

 

 

136

 

 

 

140

 

 

 

268

 

 

 

277

 

Total operating expenses

 

 

29,821

 

 

 

35,722

 

 

 

58,802

 

 

 

65,785

 

(Loss) income from operations

 

 

(23,904

)

 

 

3,257

 

 

 

(49,113

)

 

 

(22,776

)

Interest income, net

 

 

780

 

 

 

520

 

 

 

1,430

 

 

 

974

 

Other loss, net

 

 

(64

)

 

 

(9

)

 

 

(68

)

 

 

(31

)

(Loss) income before income tax

 

 

(23,188

)

 

 

3,768

 

 

 

(47,751

)

 

 

(21,833

)

Income tax (benefit) provision

 

 

(3,788

)

 

 

1,472

 

 

 

(6,540

)

 

 

4,698

 

Net (loss) income

 

$

(19,400

)

 

$

2,296

 

 

$

(41,211

)

 

$

(26,531

)

Net (loss) income per common share, basic

 

$

(0.27

)

 

$

0.04

 

 

$

(0.59

)

 

$

(0.41

)

Net (loss) income per common share, diluted

 

$

(0.27

)

 

$

0.03

 

 

$

(0.59

)

 

$

(0.41

)

Shares used in computing net loss per common share, basic

 

 

71,101,336

 

 

 

64,434,903

 

 

 

69,679,746

 

 

 

64,138,737

 

Shares used in computing net loss per common share, diluted

 

 

71,101,336

 

 

 

71,473,807

 

 

 

69,679,746

 

 

 

64,138,737

 

 


 

ADURO BIOTECH, INC.

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2017

 

 

2016

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

183,815

 

 

$

74,932

 

Short-term marketable securities

 

 

193,428

 

 

 

272,500

 

Accounts receivable

 

 

3,434

 

 

 

1,138

 

Prepaid expenses and other current assets

 

 

4,278

 

 

 

6,194

 

Total current assets

 

 

384,955

 

 

 

354,764

 

Long-term marketable securities

 

 

-

 

 

 

14,474

 

Property and equipment, net

 

 

26,360

 

 

 

26,384

 

Goodwill

 

 

8,318

 

 

 

7,658

 

Intangible assets, net

 

 

29,946

 

 

 

27,827

 

Restricted cash

 

 

468

 

 

 

468

 

Deferred tax assets

 

 

5,047

 

 

 

6,319

 

Other assets

 

 

8,465

 

 

 

717

 

Total assets

 

$

463,559

 

 

$

438,611

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

2,813

 

 

$

2,206

 

Accrued clinical trial and manufacturing expenses

 

 

4,048

 

 

 

4,777

 

Accrued expenses and other liabilities

 

 

7,073

 

 

 

8,597

 

Deferred revenue

 

 

14,945

 

 

 

15,052

 

Total current liabilities

 

 

28,879

 

 

 

30,632

 

Deferred rent

 

 

7,778

 

 

 

6,786

 

Contingent consideration

 

 

6,044

 

 

 

4,032

 

Deferred revenue

 

 

155,556

 

 

 

162,963

 

Deferred tax liabilities

 

 

6,307

 

 

 

5,869

 

Other long term liabilities

 

 

1,255

 

 

 

1,109

 

Total liabilities

 

 

205,819

 

 

 

211,391

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

Common stock

 

 

7

 

 

 

7

 

Additional paid-in capital

 

 

490,336

 

 

 

420,897

 

Accumulated other comprehensive benefit (loss)

 

 

608

 

 

 

(1,684

)

Accumulated deficit

 

 

(233,211

)

 

 

(192,000

)

Total stockholders’ equity

 

 

257,740

 

 

 

227,220

 

Total liabilities and stockholders’ equity

 

$

463,559

 

 

$

438,611