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 7, 2018
CRISPR THERAPEUTICS AG
(Exact Name of Company as Specified in Charter)
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Switzerland |
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001-37923 |
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Not Applicable |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
Baarerstrasse 14
6300 Zug
Switzerland
+41 61 228 7800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 7, 2018, CRISPR Therapeutics AG announced its financial results for the second quarter ended June 30, 2018. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Form 8-K (including Exhibit 99.1) 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 a filing.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits shall be deemed to be furnished, and not filed:
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Exhibit |
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Description |
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99.1 |
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Press Release by CRISPR Therapeutics AG, dated August 7, 2018 |
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.
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CRISPR THERAPEUTICS AG |
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Date: August 7, 2018 |
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By: |
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/s/ Samarth Kulkarni |
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Samarth Kulkarni, Ph.D. |
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Chief Executive Officer |
Exhibit 99.1
CRISPR Therapeutics Provides Business Update and
Reports Second Quarter 2018 Financial Results
-Obtained Approvals of CTAs in Multiple Countries for CTX001 in β-thalassemia and SCD-
-Initiation of Clinical Trials for CTX001 in β-thalassemia and SCD on Track for 2018-
-Preclinical Studies for CTX110 Targeting CD19+ Malignancies Have Begun-
-Significantly Expanded Patent Portfolio with New Allowances-
-$319.7 million in cash as of June 30, 2018-
ZUG, Switzerland and CAMBRIDGE, Mass., August 7, 2018 -- CRISPR Therapeutics (NASDAQ: CRSP), a biopharmaceutical company focused on developing transformative gene-based medicines for serious diseases, today reported financial results for the second quarter 2018 and commented on recent accomplishments and clinical development plans.
“In the first half of 2018, we continued to drive rapid and meaningful progress across our hemoglobinopathies program and our immuno-oncology platform,” commented Samarth Kulkarni, Ph.D., Chief Executive Officer of CRISPR Therapeutics. “We obtained approval of Clinical Trial Applications (CTA) in multiple countries for both β-thalassemia and sickle cell disease (SCD) and we continue to work closely with various clinical sites to initiate these trials. In parallel, we are working diligently with the FDA and have a clear path to resolve the current clinical hold of the Investigational New Drug application (IND) in the U.S. for SCD. In immuno-oncology, a key area of focus for us, preclinical studies have begun, and we look forward to initiating clinical trials early next year.”
Dr. Kulkarni continued, “As we move to the second half of the year, our focus remains on the execution of our development programs to bring us closer to our goal of providing transformational medicines to patients with significant unmet medical needs. We look forward to continuing our progress across key areas of our pipeline throughout the remainder of 2018.”
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Obtained approvals of CTAs in multiple countries for CTX001 in β-thalassemia and SCD. CTX001 is an investigational autologous gene-edited hematopoietic stem cell therapy for patients suffering from severe hemoglobinopathies. CRISPR, together with its partner, Vertex, has obtained approvals of CTAs in multiple countries for both β-thalassemia and SCD and remain on track to initiate a Phase 1/2 trial to assess the safety and efficacy of CTX001 in patients with transfusion dependent β-thalassemia later this year. |
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Multiple abstracts highlighting CRISPR/Cas9 preclinical research selected for presentation at the Annual American Society of Gene & Cell Therapy (ASGCT) meeting. CRISPR announced multiple data presentations at ASGCT highlighting the potential of CRISPR/Cas9 gene-editing in multiple diseases. The data demonstrated several potential advantages of CRISPR’s approach to achieve efficient and specific multiplexed editing, as well as robust process development and manufacturing. The Company also presented supportive preclinical data for its hemoglobinopathies program. |
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Recruitment of top talent across all functions. The new hires expand core capabilities in critical areas such as clinical, regulatory, and manufacturing as the Company advances its multiple scientific programs. In July, the Company appointed Richard Schwartz, Ph.D., to head Technical Operations. |
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Strengthened global patent portfolio with the issuance of U.S. Patent No. 10,000,772 ("the ‘772 patent") and the allowance of U.S. Patent Application No. 15/138,604 (“the “604 application”) by the U.S. Patent and Trademark Office (USPTO). The Regents of the University of California, the University of Vienna and Emmanuelle Charpentier, Ph.D. (collectively, "UC") were granted the ‘772 patent in June 2018. The patent broadly encompasses widely adopted methods of using optimized dual- and single-guide RNA compositions of CRISPR/Cas9 in various environments, including eukaryotic cells and human therapeutics. Additionally, the USPTO has allowed the ‘604 application in July 2018. The application broadly encompasses optimized dual- and single-guide RNA compositions that will be particularly useful in developing human therapeutics. The issuance of this patent and allowance of this application further strengthen UC’s intellectual property estate as well as CRISPR’s discovery and development programs. Both the ‘772 patent and the ‘604 application claim priority to a U.S. provisional application, filed by UC on May 25, 2012. The issuance of the ‘772 patent and allowance of the ‘604 application fall outside of the ongoing legal proceedings related to the patent interference between UC and the Broad Institute. |
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Second Quarter 2018 Financial Results
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Cash Position: Cash as of June 30, 2018 was $319.7 million, compared to $341.8 million as of March 31, 2018, a decrease of $22.1 million. The decrease in cash was primarily driven by research and development expenditures. |
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Revenues: Total collaboration revenues were $1.1 million for the second quarter of 2018 compared to $3.6 million for the second quarter of 2017. CRISPR’s collaboration revenue is primarily attributable to revenue recognized for work outside the hemoglobinopathies programs. Cost sharing on the Vertex co-development and co-promotion agreement related to hemoglobinopathies is not included in revenue, but instead as an offset to expense in R&D. |
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R&D Expenses: R&D expenses were $25.6 million for the second quarter of 2018 compared to $17.1 million for the second quarter of 2017. The increase in expense was driven by the advancement of the hemoglobinopathies program, the broadening of the wholly owned immuno-oncology portfolio, as well as increased investment in CRISPR/Cas9 platform research. |
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G&A Expenses: General and administrative expenses were $12.7 million for the second quarter of 2018 compared to $7.8 million for the second quarter of 2017. The increase in expense was primarily driven by legal services and headcount related expense. |
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Net Loss: Net loss was $38.4 million for the second quarter of 2018 compared to a loss of $22.3 million for the second quarter of 2017, driven predominantly by increased R&D expense in the quarter. |
About CRISPR Therapeutics
CRISPR Therapeutics is a leading gene editing company focused on developing transformative gene-based medicines for serious diseases using its proprietary CRISPR/Cas9 platform. CRISPR/Cas9 is a revolutionary gene editing technology that allows for precise, directed changes to genomic DNA. The Company has established a portfolio of therapeutic programs across a broad range of disease areas including hemoglobinopathies, oncology and rare diseases. To accelerate and expand its efforts, CRISPR Therapeutics has established strategic collaborations with leading companies including Bayer AG and Vertex Pharmaceuticals. CRISPR Therapeutics AG is headquartered in Zug, Switzerland, with its wholly-owned U.S. subsidiary, CRISPR Therapeutics, Inc., and R&D operations based in Cambridge, Massachusetts, and business offices in London, United Kingdom. For more information, please visit www.crisprtx.com.
CRISPR Forward-Looking Statement
Certain statements set forth in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning: the timing of filing of clinical trial applications and INDs, any approvals thereof and timing of commencement of clinical trials, the intellectual property coverage and positions of the Company, its licensors and third parties, the sufficiency of the Company’s cash resources and the
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therapeutic value, development, and commercial potential of CRISPR/Cas9 gene editing technologies and therapies. You are cautioned that forward-looking statements are inherently uncertain. Although the Company believes that such statements are based on reasonable assumptions within the bounds of its knowledge of its business and operations, the forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Actual performance and results may differ materially from those projected or suggested in the forward-looking statements due to various risks and uncertainties. These risks and uncertainties include, among others: uncertainties regarding the intellectual property protection for our technology and intellectual property belonging to third parties; uncertainties inherent in the initiation and completion of preclinical studies for the Company’s product candidates; availability and timing of results from preclinical studies; whether results from a preclinical trial will be predictive of future results of the future trials; expectations for regulatory approvals to conduct trials or to market products; and those risks and uncertainties described under the heading “Risk Factors” in the Company’s most recent annual report on Form 10-K, and in any other subsequent filings made by the Company with the U.S. Securities and Exchange Commission (SEC), which are available on the SEC’s website at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, other than to the extent required by law.
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Condensed Consolidated Statements of Operations
(Unaudited, In thousands except share data and per share data)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2018 |
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2017 |
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2018 |
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2017 |
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Collaboration revenue |
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$ |
1,088 |
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3,582 |
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$ |
2,446 |
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$ |
6,285 |
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Operating expenses: |
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Research and development |
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25,633 |
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17,120 |
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45,152 |
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31,925 |
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General and administrative |
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12,741 |
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7,768 |
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21,577 |
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16,410 |
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Total operating expenses |
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38,374 |
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24,888 |
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66,729 |
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48,335 |
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Loss from operations |
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(37,286 |
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(21,306 |
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(64,283 |
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(42,050 |
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Total other (expense) income, net |
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(998 |
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(666 |
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(2,215 |
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(1,118 |
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Net loss before income taxes |
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(38,284 |
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(21,972 |
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(66,498 |
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(43,168 |
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Provision for income taxes |
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(96 |
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(343 |
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(182 |
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(622 |
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Net loss |
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(38,380 |
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(22,315 |
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(66,680 |
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(43,790 |
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Foreign currency translation adjustment |
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(21 |
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6 |
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(9 |
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30 |
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Comprehensive Loss |
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$ |
(38,401 |
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$ |
(22,309 |
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$ |
(66,689 |
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$ |
(43,760 |
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Reconciliation of net loss to net loss attributable to common shareholders: |
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Net loss |
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$ |
(38,380 |
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$ |
(22,315 |
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$ |
(66,680 |
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$ |
(43,790 |
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Net loss per share attributable to common shareholders - basic and diluted |
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$ |
(0.82 |
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$ |
(0.56 |
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$ |
(1.44 |
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$ |
(1.10 |
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Weighted-average common shares outstanding used in calculating net loss per share attributable to common shareholders - basic and diluted |
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46,842,316 |
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39,895,938 |
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46,362,538 |
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39,811,412 |
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Condensed Consolidated Balance Sheets Data
(Unaudited, in thousands)
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As of |
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June 30, 2018 |
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December 31, 2017 |
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Cash |
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$ |
319,737 |
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$ |
239,758 |
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Working capital |
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312,068 |
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233,874 |
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Total assets |
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353,130 |
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271,346 |
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Total shareholders' equity |
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265,154 |
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187,832 |
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CONTACTS
Media Contact:
Jennifer Paganelli
WCG on behalf of CRISPR
347-658-8290
jpaganelli@wcgworld.com
Investor Contacts:
Susan Kim
617-307-7503
susan.kim@crisprtx.com
Chris Brinzey
Westwicke Partners on behalf of CRISPR
339-970-2843
chris.brinzey@westwicke.com
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