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):          May 11, 2016

 

BEIGENE, LTD.

(Exact name of registrant as specified in its charter)

 

Cayman Islands
(State or other jurisdiction
of incorporation)

 

001-37686
(Commission File Number)

 

98-1209416
(I.R.S. Employer Identification No.)

 

c/o Mourant Ozannes Corporate Services (Cayman) Limited

94 Solaris Avenue, Camana Bay

Grand Cayman KY1-1108

Cayman Islands
(Address of principal executive offices) (Zip Code)

 

+1 (345) 949 4123

(Registrant’s telephone number, including area code)

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 May 11, 2016, BeiGene, Ltd. announced its financial results for the three months ended March 31, 2016. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Current 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, as amended (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, as amended, 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 BeiGene, Ltd. on May 11, 2016, furnished herewith

 

2



 

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.

 

 

BEIGENE, LTD.

 

 

 

 

Date: May 11, 2016

By:

/s/ Howard Liang

 

Name:

Howard Liang

 

Title:

Chief Financial Officer and Chief Strategy Officer

 

3



 

Exhibit Index

 

Exhibit No.

 

Description

99.1

 

Press release issued by BeiGene, Ltd. on May 11, 2016, furnished herewith

 

4


Exhibit 99.1

 

 

BeiGene Reports First Quarter 2016 Financial Results

 

WALTHAM, Mass, May 11, 2016, BeiGene, Ltd. (NASDAQ: BGNE), a clinical-stage biopharmaceutical company focused on developing innovative molecularly-targeted and immuno-oncology drugs for the treatment of cancer, today reported business highlights and financial results for the first quarter of 2016.

 

“We continue to make progress with our four clinical programs,” commented John V. Oyler, Chief Executive Officer of BeiGene. “In addition to our recent update on BGB-283, a RAF dimer inhibitor, and upcoming data on BGB-A317, an anti-PD-1 antibody, we expect to provide clinical updates on each of our assets this year.  With further studies being initiated later this year and more data to be presented, we look forward to carrying the positive momentum from our February i nitial public offering through the rest of 2016.”

 

First Quarter 2016 and Recent Business Highlights

 

Clinical Programs:

 

BGB-3111 , a potent and highly selective small molecule inhibitor of Bruton’s tyrosine kinase (BTK)

 

·                   Continued enrollment in the multi-indication dose-expansion phase of the BGB-3111 monotherapy trial, which is currently active in Australia, New Zealand, Korea, and the United States.

·                   Continued enrollment to a combination study with the anti-CD20 antibody obinutuzumab in patients with chronic lymphocytic leukemia and other B-cell malignancies.

·                   Received approval of Clinical Trial Application by the Chinese Food and Drug Administration in February 2016, which cleared BGB-3111 for all phases of clinical testing in China.

·                   Presented preclinical data at the 2016 American Association for Cancer Research (AACR) Annual Meeting on the synergy between BGB-3111 and lenalidomide in mantle cell lymphoma models.

 

BGB-A317 , a humanized monoclonal antibody against the immune checkpoint inhibitor PD-1

 



 

·                   Completed the enrollment in the dose-escalation phase of the Phase 1 monotherapy trial of BGB-A317 in patients with relapsed or refractory solid tumors in April 2016.

·                   Initiated the multi-indication dose-expansion phase of the Phase 1 monotherapy trial of BGB-A317 in May 2016.

·                   Continued enrollment to the combination study of BGB-A317 and BGB-290, our PARP inhibitor, for the treatment of cancers with mutations in the breast cancer susceptibility gene (BRCA) or deficiencies in homologous recombination or mismatch repair, including ovarian, breast, prostate, colorectal, and pancreatic cancers, as well as platinum-sensitive ovarian cancer.

 ·                Presented preclinical data at the 2016 AACR Annual Meeting on the in vitro and xenograft model characterizations of BGB-A317.

 

BGB-290 , a highly potent and selective PARP inhibitor

 

·                   Continued enrollment to the combination study of BGB-290 and BGB-A317.

·                   US Investigational New Drug Application for BGB-290 became effective in April 2016.

 

BGB-283 , a novel RAF dimer inhibitor that targets both BRAF- and RAS-mutated cancers, partnered with Merck KGaA

 

·                   Presented initial clinical data from the dose-escalation phase of Phase I trial in patients with BRAF or KRAS/NRAS-mutated cancers at the 2016 AACR Annual Meeting.

·                   Enrolled last patient in the dose-expansion phase of BGB-283 Phase I trial in patients with solid tumors with BRAF mutations and/or aberrations in the MAPK pathway, including thyroid cancer, colorectal cancer, non-small cell lung cancer and other non-V600E BRAF mutated cancers, and KRAS/NRAS mutated endometrial cancer, colorectal cancer, non-small cell lung cancer and other KRAS/NRAS mutated cancer in Australia and New Zealand in April 2016.

·                   Presented preclinical posters at the 2016 AACR Annual Meeting on BGB-283 as a slow-off inhibitor of RAF dimers, and antitumor activity in liver cancer models and three-dimensional colorectal cancer organoid models.

 



 

Corporate Development :

 

·                   Continued to build the senior leadership team with the appointments of Dr. Eric Hedrick as interim Chief Medical Officer and Dr. Ji Li as Executive Vice President, Global Head of Business Development.

 

Expected Upcoming Milestones

 

BGB-3111 (BTK Inhibitor)

 

·                   Initiate combination study with BGB-A317 in the first half of 2016.

·                   Update dose-escalation and dose-expansion data in 2016.

·                   Present data from combination studies at medical conferences in 2017.

·                   Initiate abbreviated dose-escalation trial followed by registration trials in China during 2016.

·                   Initiate global registration program in 2016, pending feedback from regulatory authorities.

 

BGB-A317 (PD-1 Antibody)

 

·                   Present dose-escalation data at the 2016 American Society of Clinical Oncology (ASCO) Annual Meeting.

·                   Initiate and expand combination studies in 2016.

·                   Present data from combination studies at a medical conference in 2016 or 2017.

 

BGB-290 (PARP Inhibitor)

 

·                   Present updated dose-escalation data at a medical conference in 2016.

·                   Present data from combination study with BGB-A317 at medical conferences in 2016 or 2017.

 

BGB-283 (RAF Dimer Inhibitor)

 

·                   Present dose-expansion data at a medical conference in first half of 2017.

 

First Quarter 2016 Financial Results

 

Cash, C ash Equivalents , and S hort-term I nvestments were $247.23 million as of March 31, 2016, compared to $100.49 million as of December 31, 2015. The increase

 



 

reflected net initial public offering (IPO) proceeds received in the first quarter of 2016, partially offset by cash used in operating activities.

 

The cash used in operations was $19.84 million for the three months ended March 31, 2016, compared to $3.71 million for the three months ended March 31, 2015. The increase was primarily attributable to higher operating expense and a decrease in accounts payable. Capital expenditure was $3.30 million for the three months ended March 31, 2016, compared to $3.23 million for the three months ended March 31, 2015 .

 

In February 201 6, BeiGene completed its IPO of 7,590,000 American Depositary Shares (ADSs) at $24.00 per ADS on the NASDAQ stock exchange with $166.20 million in net proceeds. In addition, Merck Sharp & Dohme Research GmBH, an affiliate of Merck & Co., elected to exchange a senior promissory note of approximately $15 million including principal and accrued interest for BeiGene’s ordinary shares at the IPO price.

 

Revenue for the three months ended March 31, 2016 was $0.68 million, compared to $1.38 million for the three months ended March 31, 2015. The decrease in revenue for the first quarter of 2016 was primarily attributable to revenue that was no longer being recognized for BGB-290 after the repurchase of its ex-China rights from Merck KGaA in October 2015.

 

Research & D evelopment (R&D) E xpenses for the three months ended March 31, 2016 were $17.88 million, compared to $10.06 million for the three months ended March 31, 2015. The increase in R&D expenses was primarily attributable to increased spending on clinical activities for BGB-3111, BGB-A317 and BGB-283. In addition, R&D-associated stock option expenses were $2.30 million for both the three months ended March 31, 2016 and March 31, 2015.

 

G eneral & A dministrative (G&A) E xpenses for the three months ended March 31, 2016 were $3.13 million, compared to $1.13 million for the three months ended March 31, 2015. The increase in G&A expenses was primarily attributable to salary, bonus and share-based compensation as a result of increased headcount and professional service fees to support growing operations. In addition, G&A-associated stock option expense was $0.32 million for the three months ended March 31, 2016, compared to $0.02 million for the three months ended March 31, 2015.

 

Net L oss for the three months ended March 31, 2016 was $22.00 million, compared to $10.21 million for the three months ended March 31, 2015.

 



 

Financial Summary

 

Select Consolidated Balance Sheet Data (U.S. GAAP)

(Amounts in thousands of U.S. Dollars)

 

 

 

March 31, 2016
(unaudited)

 

December 31, 2015
(audited)

 

Cash, cash equivalents, and short-term investments

 

$

247,226

 

$

100,486

 

Prepaid expenses and other current assets

 

4,556

 

5,783

 

Property and equipment, net

 

7,702

 

6,612

 

Total assets

 

265,228

 

116,764

 

 

 

 

 

 

 

Accounts payable

 

3,823

 

8,980

 

Senior promissory note

 

 

14,598

 

Long-term bank loan

 

6,214

 

6,188

 

Total shareholders’ equity (deficit)

 

$

243,099

 

$

(101,765

)

 

Consolidated Statements of Operations (U.S. GAAP)

(Amounts in thousands of U.S. Dollars, except for number of ADSs and per ADS data) (unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2016

 

2015

 

Collaboration revenue

 

$

677

 

$

1,379

 

Operating expenses:

 

 

 

 

 

Research and development

 

(17,877

)

(10,059

)

General and administrative

 

(3,134

)

(1,132

)

Total operating expenses

 

(21,011

)

(11,191

)

Loss from operations

 

(20,334

)

(9,812

)

Interest income (expense)

 

290

 

(150

)

Other income (expense)

 

(1,913

)

(250

)

Loss before income tax expense

 

(21,957

)

(10,212

)

Income tax expense

 

(44

)

 

Net loss

 

$

(22,001

)

$

(10,212

)

Net loss per ADS, basic and diluted

 

$

(0.97

)

$

(1.22

)

Weighted-average number of ADS used in net loss per ADS calculation - basic and diluted

 

22,618,659

 

8,345,956

 

 



 

Consolidated Statements of Comprehensive Loss (U.S. GAAP)

(Amounts in thousands of U.S. Dollars) (unaudited)

 

 

 

Three Months Ended
March 31,

 

 

 

2016

 

2015

 

Net loss

 

$

(22,001

)

$

(10,212

)

Other comprehensive income/(loss), net of tax of nil:

 

 

 

 

 

Foreign currency translation adjustments

 

97

 

(50

)

Unrealized holding gain (loss)

 

461

 

(55

)

Comprehensive loss

 

$

(21,443

)

$

(10,317

)

 

About BeiGene

 

BeiGene is a global, clinical-stage, research-based biotechnology company focused on molecularly targeted and immuno-oncology cancer therapeutics. With a team of over 2 15 scientists, clinicians and staff in China, the United States, Australia and Taiwan, BeiGene is advancing a pipeline consisting of novel oral small molecules and monoclonal antibodies for cancer. BeiGene is working to create combination solutions aimed to have both a meaningful and a lasting impact on cancer patients.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including statements regarding BeiGene’s financial condition; results of operations and business outlook; the sufficiency of its cash, cash equivalents and short-term investments; momentum of its product pipeline as well as the advancement of, and anticipated development and regulatory milestones and plans related to, BeiGene’s drug candidates and clinical trials, including commencing registration and combination trials and providing data readouts and updates for its clinical candidates.  Actual results may differ materially from those indicated in the forward-looking statements as a result of various important factors, including BeiGene’s ability to demonstrate the efficacy and safety of its drug candidates; the clinical results for its drug candidates, which may not support further development; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials; BeiGene’s ability to achieve market acceptance in the medical community necessary for commercial success; BeiGene’s

 



 

ability to obtain and maintain protection of intellectual property for its technology and drugs; BeiGene’s reliance on third parties to conduct preclinical studies and clinical trials; BeiGene’s limited operating history and BeiGene’s ability to obtain additional funding for operations and to complete the development and commercialization of its drug candidates, as well as those risks more fully discussed in the section entitled “Risk Factors” in the BeiGene’s most recent annual report on Form 10-K, as well as discussions of potential risks, uncertainties, and other important factors in BeiGene’s subsequent filings with the U.S. Securities and Exchange Commission.  All information in this press release is as of the date of this press release, and BeiGene undertakes no duty to update such information unless required by law.

 

Investor/Media Contact

 

Lucy Li, Ph.D.

+1 781-801-1800

ir@beigene.com

media@beigene.com