UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 30, 2020

 

Idera Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

(State or Other

Jurisdiction of

Incorporation)

001-31918

(Commission File

Number)

04-3072298

(I.R.S. Employer

Identification No.)

 

505 Eagleview Blvd., Suite 212    
Exton, Pennsylvania   19341
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (484) 348-1600

 

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 Exchange Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share IDRA Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 April 30, 2020, Idera Pharmaceuticals, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2020. As set forth below, the Company is furnishing the press release as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 7.01 Regulation FD Disclosure.

 

On May 1, 2020, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.2 related to the change to the location of the Company’s 2020 annual meeting of stockholders (the “Annual Meeting”). The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.2 is deemed to be “furnished” and shall not be deemed to be “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. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

 

Item 8.01. Other Information.

 

Change to Virtual Annual Meeting

 

On May 1, 2020, the Company announced that, due to the public health impact of the coronavirus (COVID-19) pandemic, the location of the Annual Meeting has been changed and will be held in a virtual meeting format only. As previously announced, the Annual Meeting will be held on Tuesday, May 12, 2020 at 9:00 a.m. Eastern Time. The following sets forth access information to attend the Annual Meeting:

 

Conference Call Access: (844) 882-7837 (U.S.) or +1 (574) 990-9824 (international);

Conference Code: 7877966

Webcast Access: https://edge.media-server.com/mmc/p/8uhpyq28

 

Further information regarding this change to the location of the Annual Meeting can be found in the proxy supplement filed by the Company with the Securities and Exchange Commission on May 1, 2020.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Financial Statements and Exhibits.
     
99.1   Press Release by the Company, dated April 30, 2020, furnished in accordance with Item 2.02 of this Current Report on Form 8-K.
     
99.2   Press Release by the Company, dated May 1, 2020, furnished in accordance with Item 7.01 of this Current Report on Form 8-K.

 

 

 

 

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.

 

  IDERA PHARMACEUTICALS, INC.
     
                                 By:   /s/ Bryant D. Lim                                
    Bryant D. Lim
    Senior V.P., General Counsel

 

Dated: May 1, 2020

 

 

 

 

Exhibit 99.1

 

  Idera Pharmaceuticals Contacts:
 

Jill Conwell

Investor Relations &
Corporate Communications

Phone (484) 348-1675

JConwell@IderaPharma.com

John J. Kirby

Chief Financial Officer

Phone (484) 348-1627

JKirby@IderaPharma.com

     

 

Idera Pharmaceuticals Reports First Quarter Financial Results and Provides Corporate Update

 

Financial Resources Through Critical Catalyst of Phase 3 ORR Readout and Potentially Beyond

 

EXTON, PA, April 30, 2020 — Idera Pharmaceuticals, Inc. (“Idera” or the “Company”) (Nasdaq: IDRA) today reported its financial and operational results for the first quarter ended March 31, 2020.

 

“I’m proud of what Idera has accomplished since the beginning of the year, despite the worldwide impact of the COVID-19 pandemic. We have completed and reported encouraging data from ILLUMINATE-204, secured additional financing to help execute our key objectives, and, to date, are on track with timelines for both ILLUMINATE-301 and ILLUMINATE-206,” stated Vincent Milano, Idera’s Chief Executive Officer. “The level of dedication and determination from our employees, our partners, and our investigators is incredibly inspiring.”

 

Corporate Update

Since December 31, 2019, the Company entered into a private placement financing of up to $20.7 million, with $5 million received in April 2020. The Company anticipates that its current cash, cash equivalents, and short-term investments will fund our operations into the second quarter of 2021. 

 

ILLUMINATE (tilsotolimod) Clinical Development Updates

 

ILLUMINATE-204: Phase 1/2 trial of tilsotolimod in combination with Yervoy®* or Keytruda®± (pembrolizumab) in patients with anti-PD-1 refractory advanced melanoma:

 

· Final topline results released in April 2020 from the recommended phase 2 dose (RP2D) of 8 mg of tilsotolimod in combination with Yervoy®, which is the treatment regimen being evaluated in the Company’s registrational trial, ILLUMINATE-301.
o Median overall survival (OS) was 21.0 months (95% confidence interval (CI): 9.8 months-not reached (NR));
o The overall response rate (ORR) per Response Evaluation Criteria in Solid Tumors (RECIST v1.1) was 22.4%, including 2 complete responses (95% CI: 11.8-36.6%);
o The disease control rate (stable disease or better) was 71.4% (95% CI: 56.7%-83.4%);
o Median duration of response was 11.4 months (95% CI: 3.3 months-NR); and
o The combination regimen was generally well tolerated.
· Final data from the trial to be submitted for presentation at a medical conference in the second half of 2020.

 

 

 

 

ILLUMINATE-301: Randomized phase 3 trial of tilsotolimod in combination with Yervoy® (ipilimumab) versus Yervoy® alone in patients with anti-PD-1 refractory advanced melanoma:

 

· Primary endpoint family of overall response rate (ORR) per RECIST v1.1 and overall survival (OS);
· Trial initiated in March 2018;
· Enrollment completed in March 2020; and
· ORR and other preliminary data expected in the first quarter of 2021.

 

ILLUMINATE-206: Phase 2, open-label, multicohort, multicenter study to test the safety and effectiveness of tilsotolimod in combination with Yervoy® and Opdivo®* (nivolumab) for the treatment of solid tumors:

 

· Trial initiated in September 2019 with the microsatellite stable colorectal cancer (MSS-CRC) cohort;
· Initial safety run-in cohort of 10 patients with MSS-CRC fully enrolled; and
· Preliminary data from this cohort expected in the second quarter of 2020.

 

First Quarter Financial Results

Research and development expenses for the three months ended March 31, 2020 totaled $9.5 million compared to $8.1 million for the same period in 2019. General and administrative expense for the three months ended March 31, 2020 totaled $3.6 million compared to $3.1 million for the same period in 2019. Additionally, during the three months ended March 31, 2020 we recorded $1.1 million and $20.7 million of non-cash warrant revaluation income and non-cash future tranche right revaluation income, respectively, related to securities issued in connection with our December 2019 private placement transaction.

 

As a result of the factors above, net income applicable to common stockholders for the three months ended March 31, 2020 was $8.8 million, or $0.27 per basic share and $0.22 per diluted share, compared to net loss applicable to common stockholders of $11.0 million, or $0.40 per basic and diluted share, for the same period in 2019. Excluding the non-cash income of approximately $21.8 million for the three months ended March 31, 2020 related to the securities issued in connection with the December 2019 private placement transaction, net loss applicable to common stockholders was $13.0 million, or $0.43 per basic and diluted share (calculated based upon the basic weighted-average number of common shares, due to the antidilutive effect of net loss).

 

As of March 31, 2020, our cash, cash equivalents, and short-term investments totaled $33.5 million, which includes a $6.2 million contingently refundable option fee received in connection with the December 2019 private placement transaction. Based on our current operating plan, we anticipate that our current cash, cash equivalents, and short-term investments, including the $6.2 million contingently refundable option fee and the $5.0 million gross proceeds in cash received in April 2020 pursuant to the April 2020 Securities Purchase Agreement, will fund our operations into the second quarter of 2021.

 

About Idera Pharmaceuticals

Harnessing the approach of the earliest researchers in immunotherapy and the Company’s vast experience in developing proprietary immunology platforms, Idera’s lead development program is focused on priming the immune system to play a more powerful role in fighting cancer, ultimately increasing the number of people who can benefit from immunotherapy. Idera also continues to focus on the acquisition, development and ultimate commercialization of drug candidates for both oncology and rare disease indications characterized by small, well-defined patient populations with serious unmet needs. To learn more about Idera, visit IderaPharma.com.

 

 

 

 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. All statements, other than statements of historical fact, included or incorporated in this press release, including statements regarding the Company's strategy, financial position, funding for continued operations, and clinical trials, including the enrollment, timing, and future results thereof, are forward-looking statements. The words "believes," "anticipates," "estimates," "plans," "expects," "intends," "may," "could," "should," "potential," "likely," "projects," "continue," "will," “schedule,” and "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are predictions based on the Company’s current expectations and projections about future events and various assumptions. Idera cannot guarantee that it will actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on the Company's forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may be beyond Idera’s control, and which may cause the actual results, performance, or achievements of the Company to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements. There are a number of important factors that could cause Idera's actual results to differ materially from those indicated or implied by its forward-looking statements including, without limitation: whether the Company’s cash resources will be sufficient to fund the Company’s continuing operations and the further development of the Company’s programs; whether interim results from a clinical trial will be predictive of the final results of the trial; whether results obtained in preclinical studies and clinical trials will be indicative of the results that will be generated in future clinical trials, including in clinical trials in different disease indications; whether products based on Idera's technology will advance into or through the clinical trial process when anticipated or at all or warrant submission for regulatory approval; whether such products will receive approval from the FDA or equivalent foreign regulatory agencies; whether, if the Company's products receive approval, they will be successfully distributed and marketed; and whether the Company's collaborations will be successful. All forward-looking statements included in this release are made as of the date hereof, and are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, and otherwise in the Company’s filings and reports filed with Securities and Exchange Commission. While Idera may elect to do so at some point in the future, the Company does not assume any obligation to update any forward-looking statements and it disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

 

*Yervoy (ipilimumab) and Opdivo (nivolumab) are registered trademarks of Bristol Myers Squibb.

 

±Keytruda (pembrolizumab) is a registered trademark of Merck Sharp & Dohme, a subsidiary Merck & Co., Inc.

 

 

 

 

Idera Pharmaceuticals, Inc.

Statements of Operations

(In thousands, except per share data)

 

    Three Months Ended  
    March 31,  
    2020     2019  
Operating expenses:                
Research and development     9,510       8,102  
General and administrative     3,642       3,143  
Restructuring costs     -       131  
Total operating expenses     13,152       11,376  
                 
Loss from operations     (13,152 )     (11,376 )
                 
Other income (expense)                
Warrant revaluation income     1,101       -  
Future tranche right revaluation income     20,711       -  
Other income (expense), net     157       402  
Net income (loss)   $ 8,817     $ (10,974 )
                 
Net income (loss) per common share applicable to common stockholders                
— basic   $ 0.27     $ (0.40 )
— diluted   $ 0.22     $ (0.40 )
                 
Weighted-average number of common shares used in computing net income (loss) per share applicable to common stockholders                
— basic     30,300       27,676  
— diluted     33,010       27,676  

 

 

 

 

Idera Pharmaceuticals, Inc.

Balance Sheet Data

(In thousands)

 

    March 31,     December 31,  
    2020     2019  
Cash, cash equivalents, and short-term investments   $ 33,487     $ 42,793  
Other assets     3,579       4,696  
Total assets   $ 37,066     $ 47,489  
                 
Total liabilities   $ 37,210     $ 58,657  
Total stockholders' equity (deficit)     (144 )     (11,168 )
Total liabilities and stockholders' equity (deficit)   $ 37,066     $ 47,489  

 

###

 

 

 

 

Exhibit 99.2

 

  Idera Pharmaceuticals Contacts:
 

Jill Conwell

Investor Relations &
Corporate Communications

Phone (484) 348-1675

JConwell@IderaPharma.com

John J. Kirby

Chief Financial Officer

Phone (484) 348-1627

JKirby@IderaPharma.com

     

 

Idera Pharmaceuticals Announces Change of Location for 2020 Annual Meeting of Stockholders

 

2020 Annual Meeting of Stockholders will be held in a virtual format

 

EXTON, PA, April 30, 2020 —Idera Pharmaceuticals, Inc. (“Idera” or the “Company”) (Nasdaq: IDRA) today provided notice of a change in the location for its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) via the filing of additional proxy materials with the U.S. Securities and Exchange Commission.

 

Due to the public health impact of the coronavirus (COVID-19) pandemic and related government actions, and to support the health and well-being of our employees, stockholders, and community, the location of Idera’s Annual Meeting has been changed and will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting in person.

 

Meeting Date: Tuesday, May 12, 2020

Meeting Time: 9:00 a.m. (Eastern Time)

Conference Call Access: (844) 882-7837 (U.S.) or +1 (574) 990-9824 (international);

  Conference Code: 7877966

Webcast Access: https://edge.media-server.com/mmc/p/8uhpyq28

 

The Annual Meeting is open to stockholders who owned shares as of March 24, 2020 (the “Record Date”), proxy holders, and any other interested party that would like to participate as a guest.

 

Registered Holders

Stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by one of the methods described in the proxy materials for the Annual Meeting. If you were a stockholder as of the close of business on the Record Date, you will have the ability to vote during the Annual Meeting by voice vote after confirming your account number issued by the Company’s transfer agent, Computershare. You can obtain your Computershare account number by looking at your most recent communication from Computershare or by calling 1-800-652-VOTE (8683).

 

Beneficial Holders

If you hold your shares through a broker, bank, or other nominee (that is, in “street name”), then your broker, bank, or other nominee is the stockholder of record and such nominee might not be able to vote your shares unless you provide it with voting instructions. You should instruct your broker, bank, or other nominee to vote your shares by following the instructions that your broker, bank, or other nominee provided when it sent the Company’s proxy materials to you. You may not vote shares held in street name by returning a proxy card directly to the Company or via the conference call unless you provide the Company with a “legal proxy,” which you must obtain from your broker, bank, or other nominee. If you obtain a legal proxy and plan to vote at the Annual Meeting via conference call, then the Company must receive your legal proxy by 5:00 p.m., Eastern Time, on May 11, 2020. You will receive an e-mail from the Company confirming your registration to vote at the Annual Meeting. Legal proxies may be submitted by mail to: Corporate Secretary, Idera Pharmaceuticals, Inc., 505 Eagleview Boulevard, Suite 212, Exton, Pennsylvania 19341; or by e-mail to legal@iderapharma.com.

 

 

 

 

If you do not have a valid Computershare account number or legal proxy, you will still be able to attend the virtual meeting as a guest; however, you will not have the option to vote your shares during the virtual meeting or ask questions at the virtual meeting.

 

As noted above, all stockholders are encouraged to vote and submit proxies in advance of the Annual Meeting by one of the methods described in the proxy materials for the Annual Meeting, even if you plan to attend the virtual meeting. Please note that the proxy card included with the proxy materials previously distributed may continue to be used to vote your shares in connection with the Annual Meeting. This proxy card will not be updated to reflect the change in location.

 

About Idera Pharmaceuticals

Harnessing the approach of the earliest researchers in immunotherapy and the Company’s vast experience in developing proprietary immunology platforms, Idera’s lead development program is focused on priming the immune system to play a more powerful role in fighting cancer, ultimately increasing the number of people who can benefit from immunotherapy. Idera also continues to focus on the acquisition, development, and ultimate commercialization of drug candidates for both oncology and rare disease indications characterized by small, well-defined patient populations with serious unmet needs. To learn more about Idera, visit IderaPharma.com.

 

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