8-K
false 0001347178 0001347178 2019-11-06 2019-11-06

 

 

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): November 6, 2019

 

VANDA PHARMACEUTICALS INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

001-34186

 

03-0491827

(Commission File No.)

 

(IRS Employer Identification No.)

2200 Pennsylvania Avenue NW

Suite 300E

Washington, DC 20037

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (202) 734-3400

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

 

VNDA

 

The Nasdaq Global Market

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 November 6, 2019, Vanda Pharmaceuticals Inc. (“Vanda”) issued a press release and is holding a conference call regarding its results of operations and financial condition for the quarter ended September 30, 2019. The full text of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

Various statements to be made during the conference call are “forward-looking statements” under the securities laws, including, but not limited to, Vanda’s financial guidance for 2019. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “project,” “target,” “goal,” “likely,” “will,” “would,” and “could,” or the negative of these terms and similar expressions or words, identify forward-looking statements. Forward-looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions and uncertainties.

Important factors that could cause actual results to differ materially from those reflected in Vanda’s forward-looking statements include, among others: Vanda’s assumptions regarding its ability to continue to grow its business in the U.S.; Vanda’s ability to complete the clinical development and obtain regulatory approval of tradipitant for the treatment of motion sickness, gastroparesis and/or chronic pruritus in atopic dermatitis; the outcome of the lawsuit initiated by Vanda against the FDA relating to tradipitant; Vanda’s discussion and potential resolution of the deficiencies that the FDA believes are contained in the supplemental New Drug Application (“sNDA”) for HETLIOZ® for the treatment of Jet Lag Disorder and Vanda’s ability to obtain marketing approval for the use of HETLIOZ® in the treatment of Jet Lag Disorder following any such resolution; Vanda’s ability to complete the clinical development, submit an sNDA and obtain regulatory approval of tasimelteon for the treatment of sleep disorders in patients with Smith-Magenis Syndrome and other factors that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Vanda’s annual report on Form 10-K for the fiscal year ended December 31, 2018 and quarterly report on Form 10-Q for the quarter ended June 30, 2019, which are on file with the SEC and available on the SEC’s website at www.sec.gov. Additional factors may be set forth in those sections of Vanda’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, to be filed with the SEC in the fourth quarter of 2019. In addition to the risks described above and in Vanda’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings with the SEC, other unknown or unpredictable factors also could affect Vanda’s results. There can be no assurance that the actual results or developments anticipated by Vanda will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Vanda. Therefore, no assurance can be given that the outcomes stated in such forward-looking statements and estimates will be achieved.

All written and verbal forward-looking statements attributable to Vanda or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. The information contained in this current report on Form 8-K is intended to be considered in the context of Vanda’s filings with the SEC and other public announcements that Vanda makes, by press release or otherwise, from time to time. Vanda cautions investors not to rely too heavily on the forward-looking statements Vanda makes or that are made on its behalf. The information conveyed on the conference call will be provided only as of the date of the call, and Vanda undertakes no obligation, and specifically declines any obligation, to update or revise publicly any forward-looking statements made during the call after the date thereof, whether as a result of new information, future events or otherwise.

The information in Item 2.02 of this current report on Form 8-K and the Exhibit attached hereto 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

Exhibit

    No.    

   

Description

         
 

99.1

   

Press release of Vanda Pharmaceuticals Inc. dated November 6, 2019.

         
 

Exhibit 104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: November 6, 2019

 

 

VANDA PHARMACEUTICALS INC.

             

 

 

By:

 

/s/ Timothy Williams

 

 

Name:

 

Timothy Williams

 

 

Title:

 

Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

 

LOGO

Vanda Pharmaceuticals Reports Third Quarter 2019 Financial Results

 

   

Q3 2019 Total net product sales of $59.5 million, a 21% increase year over year

 

   

Vanda reiterates full year 2019 revenue guidance of $215 to $225 million and expects results in the upper half of the range

WASHINGTON – November 6, 2019 – Vanda Pharmaceuticals Inc. (Vanda) (Nasdaq: VNDA) today announced financial and operational results for the third quarter ended September 30, 2019.

“These results affirm Vanda’s corporate strategy, and continue to demonstrate our ability to grow our commercial assets and expand our pipeline of products,” said Mihael H. Polymeropoulos, M.D., Vanda’s President and CEO. “I am proud of the progress we have made in our research and development programs, with several new filings expected to be submitted within the next two years. Furthermore, Vanda has put in place a proactive regulatory strategy to better support our patients and products.”

Key Financial Highlights:

 

   

Total net product sales from HETLIOZ® and Fanapt® were $59.5 million in the third quarter of 2019, a 21% increase compared to $49.1 million in the third quarter of 2018.

 

   

HETLIOZ® net product sales were $37.6 million in the third quarter of 2019, a 26% increase compared to $29.9 million in the third quarter of 2018.

 

   

Fanapt® net product sales were $21.9 million in the third quarter of 2019, a 14% increase compared to $19.2 million in the third quarter of 2018.

 

   

Cash, cash equivalents and marketable securities (Cash) were $299.6 million as of September 30, 2019, representing an increase to Cash of $59.0 million compared to September 30, 2018.

Key Research and Development Highlights:

Tradipitant

 

   

Enrollment in EPIONE, the Phase III clinical study of tradipitant in atopic dermatitis, is complete. Results from EPIONE are expected in the first quarter of 2020.

 

   

In October 2019, EPIONE II, a second Phase III clinical study of tradipitant in atopic dermatitis, began enrolling patients.    

 

   

Enrollment in the Phase III study of tradipitant in gastroparesis is ongoing as Vanda continues to engage with the U.S. Food and Drug Administration (FDA) on tradipitant’s regulatory path.

 

   

Vanda plans to initiate the Phase III program of tradipitant in motion sickness in the fourth quarter of 2019. Vanda expects to file a New Drug Application with the FDA for tradipitant for the treatment of motion sickness in 2020.


HETLIOZ® (tasimelteon)

 

   

Vanda received a complete response letter (CRL) on August 16, 2019 from the FDA related to the supplemental New Drug Application (sNDA) of HETLIOZ® for the treatment of Jet Lag Disorder (JLD). Vanda met with the FDA to discuss the CRL in a Post Action meeting and is determining its next steps.

 

   

Vanda plans to meet with the FDA in the fourth quarter of 2019 to discuss the HETLIOZ® Smith-Magenis Syndrome clinical study results and expects to submit an sNDA by year-end 2019.

 

   

An observational study of delayed sleep phase disorder (DSPD) is ongoing. Vanda plans to initiate a Phase III clinical study of HETLIOZ® in DSPD patients by year-end 2019.

Fanapt® (iloperidone)

 

   

A pharmacokinetic study for the once-a-month long acting injectable (LAI) formulation of Fanapt® is ongoing.

 

   

A study of Fanapt® in bipolar disorder is planned to begin by year-end 2019.

VTR-297 (histone deactetylase (HDAC) inhibitor)

 

   

Enrollment in the Phase I clinical study (1101) of VTR-297 in hematologic malignancies is ongoing.

Corporate Highlights:

 

   

Vanda announced the appointment of Anne Sempowski Ward to its Board of Directors, effective October 28, 2019, increasing the total number of members on the Board to six.

 

   

Vanda announced the hiring of Scott L. Howell as its Chief People Officer, Aranthan “AJ” Jones II as its Chief Corporate Affairs and Communications Officer and Joakim “Kim” Wijkstrom as its Chief Marketing Officer, further bolstering the executive leadership team.

GAAP Financial Results

Net income was $100.4 million for the third quarter of 2019, or $1.88 per share, compared to net income of $7.2 million, or $0.14 per share, for the third quarter of 2018.

The income tax benefit of $88.1 million reflected in the financial results for the third quarter of 2019 includes the favorable impact of the release of Vanda’s deferred tax asset valuation allowance.

Income before income taxes was $12.3 million in the third quarter of 2019, a 69% increase compared to $7.3 million in the third quarter of 2018.


2019 Financial Guidance

Vanda reiterates its 2019 net product sales guidance and expects results in the upper half of the range. In addition, Vanda provides an update to Year-end 2019 Cash and expects to achieve the following financial objectives in 2019:

 

Full Year 2019

Financial Objectives

  

Full Year 2019

Guidance

Combined net product sales from both HETLIOZ® and Fanapt®

   $215 to $225 million1

HETLIOZ® net product sales

   $137 to $143 million1

Fanapt® net product sales

   $78 to $82 million1

Year-end 2019 Cash

  

Greater than $295 million

as compared to prior guidance of

Greater than $275 million

 

1)

Results expected in the upper half of the range

Conference Call

Vanda has scheduled a conference call for today, Wednesday, November 6, 2019, at 4:30 PM ET. During the call, Vanda’s management will discuss the third quarter 2019 financial results and other corporate activities. Investors can call 1-866-688-9426 (domestic) or 1-409-216-0816 (international) and use passcode 5377942. A replay of the call will be available on Wednesday, November 6, 2019, beginning at 7:30 PM ET and will be accessible until Wednesday, November 13, 2019, at 7:30 PM ET. The replay call-in number is 1-855-859-2056 for domestic callers and 1-404-537-3406 for international callers. The passcode number is 5377942.

The conference call will be broadcast simultaneously on Vanda’s website, www.vandapharma.com. Investors should click on the Investors tab and are advised to go to the website at least 15 minutes early to register, download, and install any necessary software or presentations. The call will also be archived on Vanda’s website for a period of 30 days.

About Vanda Pharmaceuticals Inc.

Vanda is a leading global biopharmaceutical company focused on the development and commercialization of innovative therapies to address high unmet medical needs and improve the lives of patients. For more on Vanda Pharmaceuticals Inc., please visit www.vandapharma.com.


CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

Various statements in this release, including, but not limited to, the guidance provided under “2019 Financial Guidance” above, are “forward-looking statements” under the securities laws. Forward-looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions and uncertainties. Important factors that could cause actual results to differ materially from those reflected in Vanda’s forward-looking statements include, among others, Vanda’s assumptions regarding its ability to continue to grow its business in the U.S., Vanda’s ability to complete the clinical development and obtain regulatory approval of tradipitant for the treatment of motion sickness, gastroparesis and/or chronic pruritus in atopic dermatitis, the outcome of the lawsuit initiated by Vanda against the FDA relating to tradipitant, Vanda’s discussion and potential resolution of the deficiencies that the FDA believes are contained in the sNDA for HETLIOZ® for the treatment of Jet Lag Disorder and Vanda’s ability to obtain marketing approval for the use of HETLIOZ® in the treatment of Jet Lag Disorder following any such resolution, Vanda’s ability to complete the clinical development, submit an sNDA and obtain regulatory approval of tasimelteon for the treatment of sleep disorders in patients with Smith-Magenis Syndrome and other factors that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Vanda’s annual report on Form 10-K for the fiscal year ended December 31, 2018 and quarterly report on Form 10-Q for the quarter ended June 30, 2019, which are on file with the SEC and available on the SEC’s website at www.sec.gov. Additional factors may be described in those sections of Vanda’s quarterly report on Form 10-Q for the quarter ended September 30, 2019, to be filed with the SEC in the fourth quarter of 2019. In addition to the risks described above and in Vanda’s annual report on Form 10-K and quarterly reports on Form 10-Q, other unknown or unpredictable factors also could affect Vanda’s results. There can be no assurance that the actual results or developments anticipated by Vanda will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Vanda. Therefore, no assurance can be given that the outcomes stated in such forward-looking statements and estimates will be achieved.

All written and verbal forward-looking statements attributable to Vanda or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Vanda cautions investors not to rely too heavily on the forward-looking statements Vanda makes or that are made on its behalf. The information in this release is provided only as of the date of this release, and Vanda undertakes no obligation, and specifically declines any obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.


VANDA PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for share and per share amounts)

(unaudited)

 

     Three Months Ended      Nine Months Ended  
     September 30     September 30      September 30     September 30  
     2019     2018      2019     2018  

Revenues:

         

HETLIOZ® product sales, net

   $ 37,589     $ 29,923      $ 104,381     $ 83,391  

Fanapt® product sales, net

     21,896       19,212        61,877       56,686  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total revenues

     59,485       49,135        166,258       140,077  

Operating expenses:

         

Cost of goods sold excluding amortization

     6,782       5,068        18,263       14,841  

Research and development

     11,347       11,390        35,575       30,672  

Selling, general and administrative

     30,221       26,047        92,718       80,829  

Intangible asset amortization

     376       397        1,135       1,147  
  

 

 

   

 

 

    

 

 

   

 

 

 

Total operating expenses

     48,726       42,902        147,691       127,489  
  

 

 

   

 

 

    

 

 

   

 

 

 

Income from operations

     10,759       6,233        18,567       12,588  

Other income

     1,517       1,030        4,651       2,440  
  

 

 

   

 

 

    

 

 

   

 

 

 

Income before income taxes

     12,276       7,263        23,218       15,028  

Provision (benefit) for income taxes

     (88,147     92        (88,119     180  
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income

   $ 100,423     $ 7,171      $ 111,337     $ 14,848  
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income per share, basic

   $ 1.88     $ 0.14      $ 2.10     $ 0.30  

Net income per share, diluted

   $ 1.84     $ 0.13      $ 2.03     $ 0.28  

Weighted average shares outstanding, basic

     53,297,298       52,389,012        53,052,521       50,321,640  

Weighted average shares outstanding, diluted

     54,541,625       54,709,749        54,803,851       52,315,642  


VANDA PHARMACEUTICALS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

     September 30
2019 (1)
    December 31
2018 (1)
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 39,208     $ 61,005  

Marketable securities

     198,577       196,355  

Accounts receivable, net

     26,824       28,780  

Inventory

     1,019       994  

Prepaid expenses and other current assets

     14,382       11,998  
  

 

 

   

 

 

 

Total current assets

     280,010       299,132  

Marketable securities, non-current

     61,827       —    

Property and equipment, net

     4,156       4,417  

Operating lease right-of-use assets

     11,436       —    

Intangible assets, net

     23,407       24,542  

Deferred tax assets

     89,072       —    

Non-current inventory and other

     4,541       4,039  
  

 

 

   

 

 

 

Total assets

   $ 474,449     $ 332,130  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable and accrued liabilities

   $ 26,992     $ 21,584  

Product revenue allowances

     33,004       31,231  

Milestone obligations under license agreements

     —         200  
  

 

 

   

 

 

 

Total current liabilities

     59,996       53,015  

Operating lease non-current liabilities

     12,793       —    

Other non-current liabilities

     753       3,693  
  

 

 

   

 

 

 

Total liabilities

     73,542       56,708  

Stockholders’ equity:

    

Common stock

     53       52  

Additional paid-in capital

     625,524       611,587  

Accumulated other comprehensive income

     211       1  

Accumulated deficit

     (224,881     (336,218
  

 

 

   

 

 

 

Total stockholders’ equity

     400,907       275,422  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 474,449     $ 332,130  
  

 

 

   

 

 

 

 

(1)

With the adoption of Accounting Standards Codification Subtopic ASC 842, Leases, on January 1, 2019, Vanda recognized operating lease liabilities and right-of-use assets. Prior period financial statements were not recast for the new leasing standard. Please refer to footnote 2 in the quarterly report on Form 10-Q for the quarter ended September 30, 2019, to be filed in the fourth quarter of 2019, for more information.


Corporate Contact:

AJ Jones II

Chief Corporate Affairs and Communications Officer

Vanda Pharmaceuticals Inc.

202-734-3400

pr@vandapharma.com

Elizabeth Van Every

Head of Corporate Affairs

Vanda Pharmaceuticals Inc.

202-734-3400

pr@vandapharma.com

SOURCE Vanda Pharmaceuticals Inc.