Form 8-K Raptor Pharmaceutical For: Aug 06

August 6, 2015 4:08 PM EDT

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 6, 2015

____________________

RAPTOR PHARMACEUTICAL CORP.
(Exact name of registrant as specified in its charter)


Delaware
000-25571
86-0883978
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification Number)

7 Hamilton Landing, Suite 100
Novato, California 94949
(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (415) 408-6200

____________________

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 August 6, 2015, Raptor Pharmaceutical Corp. (the “Company”) issued a press release announcing its financial results for the second quarter and six months ended June 30, 2015. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K 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 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Exhibit Description
99.1
 
Press release issued by Raptor Pharmaceutical Corp. dated August 6, 2015.
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 6, 2015
RAPTOR PHARMACEUTICAL CORP.
     
 
By:
/s/ Ashley C. Gould
 
Name:
Ashley C. Gould
 
Title:
SVP General Counsel and Corporate Governance, Secretary
 

Exhibit Index

Exhibit No.
 
Exhibit Description
 
Press release issued by Raptor Pharmaceutical Corp. dated August 6, 2015.

 



Exhibit 99.1
 

Raptor Pharmaceutical Corp. Reports Second Quarter 2015 Financial Results and Provides Corporate Update

PROCYSBI® Product Sales Increased 43% Year over Year to $23.3 Million in Second Quarter

Balance Sheet Strengthened with over $220 Million in Cash, Cash Equivalents and Short-Term Investments as of June 30, 2015

Company to Host Conference Call and Webcast Today at 4:30 p.m. ET/1:30 p.m. PT

NOVATO, Calif., August 6, 2015 -- Raptor Pharmaceutical Corp. (NASDAQ: RPTP) today announced financial results for the three and six months ended June 30, 2015 and provided an update on recent corporate developments.

Summary

Global net product sales for PROCYSBI® (cysteamine bitartrate) delayed-release capsules were $23.3 million for the second quarter ended June 30, 2015 compared to $16.3 million for the same period in 2014, representing a growth of 43% year over year.

Raptor reported a net loss on a GAAP basis of $13.9 million for the second quarter, or $0.17 per share.

Cash and cash equivalents were $193.0 million while short-term investments were $27.5 million as of June 30, 2015. Cash balances were bolstered by $92.0 million in net proceeds from an underwritten public offering completed in April.

Raptor affirms its 2015 financial guidance of global net product sales for PROCYSBI of between $80 and $90 million and non-GAAP operating expenses, excluding cost of sales and non-cash stock-based compensation expense, of between $115 and $125 million.

“We are pleased with the commercial performance of PROCYSBI this quarter, which exceeded our expectations,” said Julie Anne Smith, President and CEO of Raptor Pharmaceutical Corp. “We remain focused on creating additional shareholder value with the continued growth of PROCYSBI and new indications for RP103 in Huntington’s disease, pediatric NASH and mitochondrial diseases. I look forward to updating you on our progress throughout the rest of the year.”

 Second Quarter 2015 Financial Highlights

Raptor provides non-GAAP financial measures, which it believes can enhance an overall understanding of its financial performance when considered together with GAAP figures. Refer to the section of this press release below entitled "Non-GAAP Financial Information and Other Disclosures" for further discussion on this subject.
 
1

Net Product Sales

PROCYSBI global net product sales for the second quarter of 2015 were $23.3 million compared to $16.3 million for the second quarter of 2014. Revenue growth in the second quarter of 2015 was driven by further market penetration in the U.S., Germany and other European and ex-U.S. territories. In the quarter, the company recorded sales in nine countries: U.S., Germany, Austria, Switzerland, Norway, Denmark, Brazil, Israel and Slovenia.

Cost of Sales

Cost of sales were $2.6 million for the second quarter of 2015, compared to $1.0 million for the second quarter of 2014. Cost of sales were higher in the second quarter of 2015 than in the second quarter of 2014 due to increases in both product sales and inventory reserves.

Research & Development (R&D)

R&D expenses were $11.9 million for the second quarter of 2015 compared to $11.1 million for the second quarter of 2014. The increase was primarily due to increases in preclinical studies and lab services on research and discovery projects.

Selling, General and Administrative (SG&A)

SG&A expenses were $17.8 million for the second quarter of 2015 compared to $13.3 million for the second quarter of 2014. The increase mainly resulted from increased staffing and promotional support for commercial operations of PROCYSBI worldwide, corporate expenses and professional fees, and modifications to a non-employee director’s stock awards.

Interest Expense

Interest expense was $4.8 million for the second quarter of 2015 compared to $3.5 million for the second quarter of 2014. The increase was primarily attributable to interest on an increase of $10.0 million of principal in Raptor’s loan agreement with HealthCare Royalty Partners and to interest due on $60.0 million in convertible notes, with both increases effective July 1, 2014.

Net Loss

GAAP net loss in the second quarter of 2015 was $13.9 million, or $0.17 per share, compared to a net loss of $12.7 million, or $0.20 per share, in the second quarter of 2014.

Non-GAAP net loss, which excludes non-cash stock-based compensation expense, for the second quarter of 2015 was $9.6 million, or $0.12 per share, compared to a Non-GAAP net loss of $9.4 million, or $0.15 per share, in the second quarter of 2014.

Cash, Cash Equivalents and Short-Term Investments

Raptor ended the second quarter of 2015 with $193.0 million in cash and cash equivalents and $27.5 million in short-term investments.

2015 Financial Guidance

· Raptor reiterates its 2015 global net product sales guidance for PROCYSBI of $80 to $90 million.

· The company reconfirms full-year non-GAAP operating expense guidance range of $115 million to $125 million, which excludes cost of sales and non-cash stock-based compensation expense.
 
2

Product and Pipeline Updates

PROCYSBI for Nephropathic Cystinosis

· PROCYSBI is currently commercially available to patients in the U.S., where it is the market leader in nephropathic cystinosis. PROCYSBI is also commercially available in Europe and several emerging markets where uptake continues to grow. In addition, during the second quarter of 2015, Raptor recognized on a named patient basis its first deliveries to Israel and Slovenia. Raptor expects to make further shipments in new territories during the second half of 2015.

· The Prescription Drug User Fee Act (PDUFA) date for the FDA’s decision on the potential label expansion for PROCYSBI to include nephropathic cystinosis patients aged 2-6 years is August 14, 2015.

RP103 for Huntington’s Disease (HD)

· An update on the regulatory pathway in Huntington’s disease, along with data from the 36-month time-point for the RP103 CYST-HD study is expected in the fourth quarter of 2015.

RP103 for Pediatric Non-alcoholic Steatohepatitis (NASH)

· All enrolled patients have completed the Week 52 visit in the Phase 2b pediatric NASH (CyNCh) trial, with 86% of randomized subjects completing 52 weeks of treatment and receiving their end-of-study liver biopsy.

· Evaluation of all final biopsies by a blinded central reader has occurred and data is expected in the third quarter of 2015, provided the National Institute of Diabetes and Digestive Kidney Diseases (NIDDK) completes its data analysis as expected.

RP103 for Mitochondrial Diseases

· The Phase 2 RP103 study for mitochondrial diseases, including Leigh syndrome, remains ongoing. More than 50% of the planned total number of patients have been enrolled in the study.

· The first interim analysis occurred after 4 patients completed 24 weeks of treatment and the trial will continue as planned. There were no safety signals that would impact trial continuation.

· Raptor expects to conduct a second interim analysis after 12 patients have completed 24 weeks of treatment, which is now expected to occur in the first quarter of 2016 based on the pace of enrollment.

Anticipated Upcoming Milestones

· August 14, 2015 – PDUFA date for label expansion for PROCYSBI to include nephropathic cystinosis patients aged 2-6 years

· 3Q 2015 – RP103 Phase 2b CyNCh data in pediatric NASH

· 4Q 2015 – 36-month data from the RP103 Phase 2/3 CYST-HD study in Huntington’s disease

· 4Q 2015 – Regulatory guidance update regarding the clinical development and regulatory pathway of RP103 in Huntington’s disease
 
3

Conference Call and Webcast Information

Raptor will conduct a conference call and live audio webcast at 4:30 p.m. ET (1:30 p.m. PT) today. The live call may be accessed by dialing (877) 710-6201 for domestic callers or (616) 548-5611 for international callers and using the conference ID number 87590408. A live webcast of the conference call will be available online from the investor relations section of the company website at www.raptorpharma.com. After the call, a webcast replay will be available on the Raptor website for 90 days while a telephone replay will be available for 5 days. This can be accessed by dialing (855) 859-2056 for domestic callers, or (404) 537-3406 for international callers, and using the conference ID number 87590408.

Non-GAAP Financial Information and Other Disclosures

Raptor uses non-GAAP financial measures, such as non-GAAP net loss, non-GAAP net loss per share and non-GAAP operating expense, to assess and analyze its operational results and trends and to make financial and operational decisions. Raptor believes these non-GAAP financial measures are also useful to investors because they provide greater transparency regarding Raptor’s operating performance and exclude non-cash stock-based compensation expenses which fluctuate from period to period based on factors that are not within the company’s control, such as the company’s stock price. These non-GAAP financial measures should not be considered an alternative to measurements required by GAAP, such as net loss, net loss per share and total operating expense, and should not be considered measures of Raptor’s liquidity. Non-GAAP financial measures should not be considered as a substitute for measures of financial performance calculated in accordance with GAAP and should only be used to supplement an understanding of Raptor’s operating results as reported under GAAP. In addition, these non-GAAP financial measures are unlikely to be comparable with non-GAAP information provided by other companies. Reconciliations between non-GAAP financial measures and GAAP financial measures are included in the table accompanying this press release after the unaudited consolidated financial statements. We provide operating expense guidance on a Non-GAAP basis as projected GAAP operating expense for 2015 is not readily determinable due to the volatility of the company’s common stock, which directly affects stock-based compensation expense.

About Raptor Pharmaceutical Corp.

Raptor Pharmaceutical Corp. is a global biopharmaceutical company focused on the development and commercialization of life-altering therapeutics that treat rare, debilitating and often fatal diseases. The company is engaged in multiple therapeutic areas such as nephropathic cystinosis, Huntington’s disease (HD), pediatric nonalcoholic steatohepatitis (pNASH), and Leigh syndrome and mitochondrial diseases including Leigh syndrome. With an approved product in the U.S. and EU, Raptor also holds several orphan drug designations, including exclusivity for nephropathic cystinosis in the U.S. and EU, and orphan drug designation for HD in the U.S. and EU. A request for orphan designation for Leigh syndrome has been submitted to the FDA. Raptor holds intellectual property for the use of cysteamine in HD and other neurodegenerative disorders including Parkinson’s disease and Rett syndrome. For additional information, please visit www.raptorpharma.com.

About PROCYSBI® (cysteamine bitartrate) delayed-release capsules

PROCYSBI is a cystine depleting agent that is approved in the U.S. for the management of nephropathic cystinosis in adults and children ages 6 years and older. It is contraindicated in patients with a hypersensitivity to penicillamine. The most commonly reported side effects are vomiting, abdominal pain/discomfort, headaches, nausea, diarrhea, anorexia/decreased appetite, breath odor, fatigue, dizziness, skin odor and rash. For additional information on PROCYSBI, including full prescribing information, please visit www.procysbi.com.
 
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FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are indicated by words or phrases such as "believes," "expects," "anticipates," "estimates," "plans," "continuing," "ongoing," "projected" and similar words or phrases and relate to future events or our future results of operations or future financial performance, including, but not limited to, statements regarding: Raptor’s expected net product sales for PROCYSBI for 2015; projected non-GAAP operating expenses for 2015 and volatility of the company’s common stock price and its effect on stock-based compensation expense; growth of the company’s core business; the timing of announcement of clinical data, including the timing of topline data release from the 36-month stage of the Phase 2/3 Huntington’s disease (CYST-HD) trial; timing of the announcement of data read out by the NIDDK of the Phase 2b pediatric NASH (CyNCh) trial; shipments in new territories and the timing of those shipments; clinical trial activities and results; regulatory filings, decisions and updates and upcoming milestones. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, which may cause the company's actual results to be materially different from these forward-looking statements. Raptor cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Factors which may contribute to differences in actual results include, among others: market acceptance and sales of PROCYSBI in the U.S. and other territories; Raptor's ability to expand the use of RP103 and to receive regulatory approval for other indications; Raptor's reliance on a single active pharmaceutical ingredient supplier and other third parties in connection with drug product development; compliance with healthcare regulations, ongoing regulatory requirements and potential penalties; any serious adverse side effects associated with PROCYSBI or any other future products and product liability claims; third-party payor coverage, reimbursement and pricing; enacted and future healthcare legislation; Raptor's ability to obtain and maintain orphan drug or other regulatory exclusivity for PROCYSBI or any other future products; the integration of European operations with U.S. operations; relationships with key scientific and medical collaborators; intellectual property protection and claims and continued license rights; and Raptor's ability to fund its operations and make required payments on its debt. Certain of these risks, uncertainties and other factors are described in greater detail in the company's filings from time to time with the Securities and Exchange Commission (the "SEC"), which Raptor strongly urges you to read and consider, including: Raptor's annual report for the twelve months ended December 31, 2014 on Form 10-K filed with the SEC on March 2, 2015, Raptor’s quarterly report for the quarterly period ended March 31, 2015 on Form 10-Q filed with the SEC on May 7, 2015 and other periodic reports filed with SEC, all of which are available free of charge on the SEC's web site at http://www.sec.gov. Subsequent written and oral forward-looking statements attributable to Raptor or to persons acting on its behalf are expressly qualified in their entirety by the cautionary statements set forth in Raptor's reports filed with the SEC. Raptor expressly disclaims any intent or obligation to update any forward-looking statements except as may be required by law.
 
5

CONTACT:
 
Kimberly Lee, D.O.
Vice President, Corporate Strategy and Communications
(415) 408-6351
MEDIA CONTACT:
 
Cammy Duong
Canale Communications
(619) 849-5382
   
INVESTOR CONTACT:
 
Robert H. Uhl
Managing Director
Westwicke Partners, LLC
(858) 356-5932
 
 
6

Raptor Pharmaceutical Corp.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except shares and per share data)

   
June 30, 2015
   
December 31, 2014
 
ASSETS
       
Current assets:
       
Cash and cash equivalents
 
$
192,994
   
$
149,613
 
Restricted cash
   
1,515
     
1,562
 
Short-term investments
   
27,496
     
-
 
Accounts receivable
   
13,167
     
7,455
 
Inventories
   
5,320
     
9,134
 
Prepaid expenses and other
   
2,326
     
3,841
 
Total current assets
   
242,818
     
171,605
 
Noncurrent assets:
               
Fixed assets, net
   
7,568
     
5,880
 
Goodwill
   
3,275
     
3,275
 
Intangible assets, net
   
2,855
     
2,974
 
Other assets
   
4,744
     
5,332
 
Total Assets
 
$
261,260
   
$
189,066
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
Accounts payable
 
$
3,417
   
$
2,550
 
Accrued liabilities
   
19,817
     
16,859
 
Common stock warrant liability
   
-
     
711
 
Note payable, current portion
   
12,000
     
9,000
 
Total current liabilities
   
35,234
     
29,120
 
Noncurrent liabilities:
               
Note payable, net of current portion
   
45,000
     
51,000
 
Convertible notes
   
60,000
     
60,000
 
Total liabilities
   
140,234
     
140,120
 
                 
Stockholders' equity:
               
Preferred stock, $0.001 par value per share, 15,000,000 shares authorized, zero shares issued and outstanding
   
-
     
-
 
Common stock, $0.001 par value per share, 150,000,000 shares authorized, 81,032,050 and 68,861,366 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
   
81
     
69
 
Additional paid-in capital
   
412,949
     
306,832
 
Accumulated other comprehensive loss
   
(478
)
   
(60
)
Accumulated deficit
   
(291,526
)
   
(257,895
)
Total stockholders' equity
   
121,026
     
48,946
 
Total Liabilities and Stockholders' Equity
 
$
261,260
   
$
189,066
 
 
7

Raptor Pharmaceutical Corp.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except shares and per share data)

   
For the Three Months Ended
June 30,
   
For the Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                 
Net product sales
 
$
23,332
   
$
16,313
   
$
43,785
   
$
28,447
 
Cost of sales
   
2,640
     
995
     
6,362
     
2,309
 
Gross profit
   
20,692
     
15,318
     
37,423
     
26,138
 
                                 
Operating expenses:
                               
Research and development
   
11,877
     
11,077
     
28,429
     
20,624
 
Selling, general and administrative
   
17,770
     
13,326
     
32,608
     
25,390
 
Total operating expenses
   
29,647
     
24,403
     
61,037
     
46,014
 
                                 
Loss from operations
 
$
(8,955
)
 
$
(9,085
)
 
$
(23,614
)
 
$
(19,876
)
                                 
Interest income
   
68
     
10
     
95
     
41
 
Interest expense
   
(4,784
)
   
(3,497
)
   
(9,282
)
   
(6,476
)
Foreign currency transaction gain (loss)
   
232
     
19
     
(243
)
   
36
 
Adjustment to fair value of common stock warrants
   
(440
)
   
(134
)
   
(495
)
   
(1,297
)
Net loss before provision for income taxes
   
(13,879
)
   
(12,687
)
   
(33,539
)
   
(27,572
)
Provision for income taxes
   
(70
)
   
(6
)
   
(92
)
   
(12
)
                                 
Net Loss
 
$
(13,949
)
 
$
(12,693
)
 
$
(33,631
)
 
$
(27,584
)
Other comprehensive income (loss):
                               
Foreign currency translation gain (loss)
   
129
     
48
     
(418
)
   
197
 
                                 
Comprehensive Loss
 
$
(13,820
)
 
$
(12,645
)
 
$
(34,049
)
 
$
(27,387
)
                                 
Net loss per share:
                               
Basic and diluted
 
$
(0.17
)
 
$
(0.20
)
 
$
(0.45
)
 
$
(0.44
)
                                 
Weighted-average shares outstanding:
                               
Basic and diluted
   
79,771,454
     
62,652,079
     
74,485,415
     
62,414,793
 
 
8

Raptor Pharmaceutical Corp.
Reconciliation of GAAP to Non-GAAP Financial Information
(Unaudited)
(In thousands, except shares and per share data)

   
For the Three Months Ended
June 30,
   
For the Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                 
Net loss
 
$
(13,949
)
 
$
(12,693
)
 
$
(33,631
)
 
$
(27,584
)
                                 
Stock-based compensation expense
   
4,311
     
3,275
     
7,165
     
5,650
 
                                 
Non-GAAP Loss
 
$
(9,638
)
 
$
(9,418
)
 
$
(26,466
)
 
$
(21,934
)
                                 
Non-GAAP Net loss per share:
                               
Basic and diluted
 
$
(0.12
)
 
$
(0.15
)
 
$
(0.36
)
 
$
(0.35
)
                                 
Weighted-average shares outstanding:
                               
Basic and diluted
   
79,771,454
     
62,652,079
     
74,485,415
     
62,414,793
 

 
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