UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the Month of March, 2017

Commission File Number: 001-37452

 

 

CELYAD SA

(Translation of registrant’s name into English)

 

 

Rue Edouard Belin 2

1435 Mont-Saint-Guibert, Belgium

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


EXHIBITS

 

Exhibit

  

Description

99.1    Press Release dated March 23, 2017


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, thereunto duly authorized.

 

    CELYAD SA
Date: March 23, 2017    

/s/ Patrick Jeanmart

    Patrick Jeanmart
    Chief Financial Officer

Exhibit 99.1

 

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Regulated Information

Press Release

23 March 2017

07:00 am CET

  
  
  

Celyad Reports 2016 Financial and Operating

Results and Expected Key Milestones for 2017

 

First clinical trial of CAR-T NKR-2 cell therapy completed with encouraging safety

profile and unexpected signals of clinical activity at the low doses tested.

Strong cash position expected to fund operations until mid-2019.

Key 2016 Highlights

 

    Completion of first CAR-T NKR-2 Phase I trial, confirming safety of CAR-T NKR-2 cells but also reporting unexpected clinical activity in patients suffering from AML and MM.

 

    Signature of strategic collaboration agreements with ONO Pharmaceuticals and Institut Curie to support development of immuno-oncology programs.

 

    Approval from Belgian regulatory authorities to start THINK Phase I trial in Belgium.

 

    Release of CHART-1 data 9-month primary endpoint. Results for the CHART-1 European Phase III clinical trial evaluating C-Cure® cell therapy did not meet the primary endpoint

 

    Strong cash position: EUR 82.6 million as of 31 December 2016.

Expected 2017 Milestones

 

    Initiation of THINK trial (USA) in Q1 2017.

 

    Initiation of SHRINK study (US/EU) in Q2 2017.

 

    Initiation of LINK study (EU) in Q3 2017.

 

    THINK dose-escalation results expected in Q4 2017.

Mont-Saint-Guibert, Belgium - Celyad (Euronext Brussels and Paris, and NASDAQ: CYAD), a leader in the discovery and development of engineered cell therapies, with clinical programs in immuno-oncology, today provides an update on its recent operations and reported consolidated financial results for the twelve-month period ended 31 December 2016, prepared in accordance with IFRS.

Commenting on the 2016 results, Christian Homsy, CEO of Celyad, said : “ 2016 has been a challenging year in which our CAR-T portfolio has continued to develop, with the company building its expertise in the field of immuno-oncology, and one in which we transitioned from a focus on cardiology to being one of the most promising prospects in the field of next generation CAR-T cells.

 

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Regulated Information

Press Release

23 March 2017

07:00 am CET

 

Conference Call Details

A conference call will be held on Thursday, 23 March 2017 at 2:00 p.m. CET / 8:00am EST to review the financial results. Christian Homsy, Chief Executive Officer, and Patrick Jeanmart, Chief Financial Officer will deliver a brief presentation followed by a Q&A session.

Joining the Conference Call:

 

  1. In the 10 minutes prior to the call start time, call the appropriate participant dial-in number.

 

    Standard International Dial-In Number: +44 (0) 1452 560304

 

    Local Call Dial-In Numbers:

 

  Belgium    024017052
  France    0170700785
  UK    08448719299
  Netherlands    0207133453
  US    16316215256

 

  2. Provide the operator with the conference ID 87117681

Helpful keypad commands : *0 - Operator assistance.

2016 Financial and Operating Results

Celyad successfully completed the CM-CS1 trial, the first clinical trial using CAR-T NKR-2 cells in relapse refractory patients suffering from Acute Myeloid Leukemia (AML) or Multiple Myeloma (MM). No safety issues were reported and first unexpected signs of clinical activity were observed in both AML and MM patients, despite the low doses infused.

Celyad has a comfortable cash position at year end 2016 with more than EUR 82 million in treasury due to a successful NASDAQ IPO in June 2015. This should enable the Company to finance all its clinical programs and other needs until mid-2019.

 

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Regulated Information

Press Release

23 March 2017

07:00 am CET

 

Here are the operational and financial highlights of 2016 identified by the Board:

Clinical Developments in Oncology

 

    In March, Celyad substantially strengthened its allogeneic intellectual property portfolio with the granting by the USPTO of the US Patent No 9,273,283. This patent provides Celyad with broad protection for its proprietary method of producing allogeneic human T-cells that are engineered to be T-Cell Receptor (TCR)-deficient and express a Chimeric Antigen Receptor (CAR).

 

    Also in March, the company signed strategic collaboration agreement with Institut Curie’s Immunity Cancer Unit (in France) for the development of the immuno-oncology program. The partnership will build on Institut Curie’s first-in-class expertise and state-of-the-art translational, preclinical and clinical know-how in cancer biology and immunology.

 

    In July, Celyad announced the signing of an exclusive licensing agreement with leading Japanese immuno-oncology company, ONO Pharmaceutical Co. Ltd., for the development and commercialization of Celyad’s allogeneic CAR-T NKR-2 immunotherapy in Japan, Korea and Taiwan. Celyad also granted to ONO an exclusive option to license its autologous NKR-2 T cell product in the above ONO territories. Total deal value of up to 31.325 JPYB (€ 282 million or $311.5 million) plus double digit royalties on net sales in ONO territories.

 

    In September, the company completed the CAR-T NKR-2 Phase I trial with successful safety follow-up of all the dose level cohorts. No safety or toxicity issues were reported after the 21-day safety follow-up of the last patient enrolled in the fourth dose level cohort in its Phase I clinical trial – a study evaluating the safety and feasibility of its CAR-T NKR-2 cell therapy in Acute Myeloid Leukemia and Multiple Myeloma patients. The Phase I trial data (presented at the Annual Meeting of the American Society of Hematology) demonstrated the drug to be safe and well tolerated at the highest dose level tested to date (3x107). It also shows early signals of efficacy, including prolonged survival in both Acute Myeloid Leukemia (AML) and Multiple Myeloma (MM) patients.

 

    In November, the Belgian Regulatory Authorities approved the initiation of the THINK trial in Belgium. THINK (THerapeutic Immunotherapy with NKR-2) is a multinational open-label Phase I study aimed to assess the safety and clinical activity of multiple administrations of autologous NKR-2 T-cells in seven refractory cancers including five solid tumors (colorectal, ovarian, bladder, triple-negative breast and pancreatic cancers) and two hematological tumors (Acute Myeloid Leukemia and Multiple Myeloma).

Clinical Developments in Cardiology – C-Cure®

 

    In June, we reported the CHART-1 9-month primary endpoint data release. Results for the CHART-1 European Phase III clinical trial evaluating C-Cure® cell therapy did not meet the primary endpoint. However, a statistically significant trend was observed in a subset representing 60% of the population of the CHART-1 study (baseline End Diastolic Volume (EDV) segmentation) for which primary endpoint was met (p=0.015).

 

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Regulated Information

Press Release

23 March 2017

07:00 am CET

 

Corporate

 

    Appointment of ten leading international immuno-oncology experts to the Scientific Advisory Board of the Company, as well as senior executives and directors in Belgium and in the U.S. to strengthen the Group managing bodies.

 

    Resignation of Prof. William Wijns and Mr. Danny Wong from Celyad’s Board of Directors.

Finance

 

    ONO Pharmaceutical total deal value of up to 31.325 JPY B (€ 282 million or $311.5 million) plus double digit royalties on net sales in ONO territories (Japan, Korea and Taiwan).

 

    Cash and short term deposit of € 82.6 million as of 31 December 2016.

Highlights of 2017

The momentum generated by Celyad’s progress during 2016 has carried through into the start of 2017. Most notably, the Company has reported the following highlights regarding its strong IP position in immuno oncology:

 

    USPTO decided to uphold Celyad’s U.S. Patent (No. 9,181,527), relating to allogeneic human primary T-cells that are engineered to be TCR-deficient and express a CAR. Celyad’s U.S. patent (No. 9,181,527), and more precisely claim 1 of the said patent, was challenged by an anonymous third party through an Ex Parte Re-examination procedure. The request for Ex Parte re-examination was filed on February 10 th , 2016 and an order granting Ex Parte Re-examination of claim 1 was issued by the USPTO on March 24 th , 2016. The final decision of this Ex Parte procedure that was issued on January 6 th , 2017 is not subject to appeal and upholds the validity of the patent.

 

    On March, 14 th 2017, USPTO rejected new re-examination request against Celyad’s US Patent for Production of Allogeneic TCR-Deficient CAR-T Cells, confirming once more, the validity of the patent.

Annual Report 2016

Celyad will publish its audited Annual Report for the year ended 31 December 2016 on or around 4 April 2017. The statutory auditor, PwC Réviseurs d’Entreprises SCCRL, represented by Patrick Mortroux, has confirmed that the audit, which is substantially complete, has not to date revealed any material misstatement in the draft consolidated financial statements, and that the accounting data reported in the press release is consistent, in all material respects, with the draft consolidated financial statements from which it has been derived.

***END***

 

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Regulated Information

Press Release

23 March 2017

07:00 am CET

 

Consolidated statement of financial position

 

 

 

(€’000)    For the year ended 31 December  
     2016     2015  

NON-CURRENT ASSETS

     53,440       50,105  

Intangible assets

     49,566       48,789  

Property, Plant and Equipment

     3,563       1,136  

Other non-current assets

     311       180  

CURRENT ASSETS

     85,367       109,419  

Trade and Other Receivables

     1,359       549  

Grants receivables

     —         104  

Other current assets

     1,420       1,254  

Short term investments

     34,230       7,338  

Cash and cash equivalents

     48,357       100,175  
  

 

 

   

 

 

 

TOTAL ASSETS

     138,806       159,525  
  

 

 

   

 

 

 

EQUITY

     90,885       111,473  

Share Capital

     32,571       32,571  

Share premium

     158,010       158,010  

Other reserves

     24,329       21,205  

Retained loss

     (124,026     (100,313

NON-CURRENT LIABILITIES

     36,646       36,562  

Bank loans

     536    

Finance leases

     381       427  

Advances repayable

     7,330       10,484  

Contingent liabilities

     28,179       25,529  

Post-employment benefits

     204       121  

Other non current liabilities

     16    

CURRENT LIABILITIES

     11,275       11,490  

Bank loans

     207    

Finance leases

     354       248  

Advances repayable

     1,108       898  

Trade payables

     8,098       8,576  

Other current liabilities

     1,508       1,768  
  

 

 

   

 

 

 

TOTAL EQUITY AND LIABILITIES

     138,806       159,525  

 

 

 

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Regulated Information

Press Release

23 March 2017

07:00 am CET

 

Consolidated statement of comprehensive loss

 

 

 

(€’000)    For the year ended 31 December  
     2016     2015  

Revenues

     8,523       3  

Cost of sales

     (53     (1

Gross profit

     8,471       2  

Research and Development expenses

     (27,675     (22,766

General administrative expenses

     (9,744     (7,230

Other operating income

     3,340       322  

Operating Loss

     (25,609     (29,672

Financial income

     2,204       542  

Financial expenses

     (207     (236

Share of Loss of investments accounted for using the equity method

     —         252  

Loss before taxes

     (23,612     (29,114

Income taxes

     6       —    

Loss for the year [1]

     (23,606     (29,114
  

 

 

   

 

 

 

Basic and diluted loss per share (in )

     (2.53     (3.43
  

 

 

   

 

 

 

Other comprehensive loss

    

Items that will not be reclassified to profit and loss

     (107     16  

Remeasurements of post-employment benefit obligations, net of tax

     (107     16  

Items that may be subsequently reclassified to profit or loss

     277       485  

Currency translation differences

     277       485  

Other comprehensive loss for the year, net of tax

     170       501  

Total comprehensive loss for the year

     (23,436     (28,613

Total comprehensive loss for the year attributable to Equity Holders [1]

     (23,436     (28,613

 

 

 

[1] For 2016 and 2015, the Group does not have any non-controlling interests and the losses for the year are fully attributable to owners of the parent.

 

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Regulated Information

Press Release

23 March 2017

07:00 am CET

 

Consolidated statement of changes in equity

 

 

 

(€’000)    Share capital      Share
premium
    Other
reserves
     Retained
loss
    Total
Equity
 

Balance as of 1 st January 2015

     24.615        53.302       19.982        (71.215     26.684  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Capital increase in cash

     7,607        112,104            119,711  

Capital increase (Acquisition Oncyte)

     326        3,126            3,452  

Exercise of warrants

     23        196            219  

Share-based payments

        59       736          795  

Transaction costs associated with capital increases

        (10,776     0          (10,776
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total transactions with owners, recognized directly in equity

     7,956        104,709       736        0       113,401  

Loss for the year

             (29,114     (29,114

Currency Translation differences

          487          487  

Remeasurements of defined benefit obligation

             16       16  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total comprehensive gain/(loss) for the year

          487        (29,098     (28,611
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Balance as of 1 st January 2016

     32,571        158,010       21,205        (100,313     111,473  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Capital increase in cash

            

Capital increase (Acquisition Oncyte)

            

Exercise of warrants

            

Share-based payments

          2,848          2,848  

Transaction costs associated with capital increases

            
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total transactions with owners, recognized directly in equity

     0        0       2,848        0       2,848  

Loss for the year

             (23,606     (23,606

Currency Translation differences

          277          277  

Remeasurements of defined benefit obligation

             (107     (107
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total comprehensive gain/(loss) for the year

     0        0       277        (23,713     (23,436
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Balance as of 31 December 2016

     32.571        158,010       24,330        (124,026     90,885  

 

 

 

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Regulated Information

Press Release

23 March 2017

07:00 am CET

 

Consolidated statement of Cash flows

 

 

 

(€’000)    For the year ended 31 December  
     2016     2015  

Cash Flow from operating activities

    

Net Loss for the year

     (23,606     (29,114

Non-cash adjustments

    

Depreciation

     760       273  

Amortisation

     756       760  

Post Employment Benefit

     (24     (45

Deconsolidation of. CELYAD Asia Ltd.

     —         60  

Change in fair value valuation of Contingent liabilities

     1,633    

Change in fair value valuation of RCA’s

     (2,154     (84

Proceeds of grants and advances

     (3,003     (1,647

Currency translation adjustment

     (144     (21

Share-based payments

     2,847       795  

Change in working capital

    

Trade receivables, other receivables

     (1,018     653  

Trade payables, other payable and accruals

     (740     1,066  

Net cash (used in)/from operations

     (24,692     (27,303
  

 

 

   

Cash Flow from investing activities

    

Acquisitions of Property, Plant & Equipment

     (1,687     (811

Acquisitions of Intangible assets

     (95     (27

Disposals of fixed assets

     78       —    

Acquisition of short term investment

     (34,230     (5,000

Proceeds from Short Term Investments

     7,338       333  

Acquisition of BMS SA

     (1,560     —    

Acquisition of Oncyte LLC

     —         (5,186

Net cash used in investing activities

     (30,157     (10,691
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from borrowings

     1,165       451  

Repayments of finance leases

     (399     (188

Proceeds from issuance of shares and exercise of warrants

     —         109,154  

Proceeds from RCAs & other grants

     3,107       1,647  

Repayment of advances

     (842     (529

Net cash from financing activities

     3,031       110,535  

Net cash and cash equivalents at beginning of the period

     100,174       27,633  

Change in net cash and cash equivalents

     (51,818     72,542  

Net cash and cash equivalents at the end of the period

     48,357       100,175  

 

 

 

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Regulated Information

Press Release

23 March 2017

07:00 am CET

 

About Celyad

Celyad is a clinical-stage biopharmaceutical company focused on the development of specialized cell-based therapies. The Company utilizes its expertise in cell engineering to target cancer. Celyad’s Natural Killer Receptor based T-Cell (NKR-T) platform has the potential to treat a broad range of solid and hematologic tumors. Its lead oncology candidate, the CAR-T NKR-2, has been evaluated in a single dose - escalation Phase I clinical trial to assess the safety and feasibility of CAR-T NKR-2 cells in patients suffering from AML or MM. This Phase I study was successfully completed in September 2016. Celyad was founded in 2007 and is based in Mont-Saint Guibert, Belgium, and Boston, Massachusetts. Celyad’s ordinary shares are listed on the Euronext Brussels and Euronext Paris exchanges, and its American Depository Shares are listed on NASDAQ Global Market, all under the ticker symbol CYAD.

For more information about Celyad, please visit: www.celyad.com

About the THINK trial

THINK ( TH erapeutic I mmunotherapy with NK R-2) is a multinational (EU/US) open-label Phase I study to assess the safety and clinical activity of multiple administrations of autologous CAR-T NKR-2 cells in seven refractory cancers, including five solid tumors (colorectal, ovarian, bladder, triple-negative breast and pancreatic cancers) and two hematological tumors (acute myeloid leukemia and multiple myeloma). The trial will test three dose levels adjusted to body weight: up to 3x10 8 , 1x10 9 and 3x10 9 CAR-T NKR-2 cells. At each dose, the patients will receive three successive administrations, two weeks apart, of CAR-T NKR-2 cells. The dose-escalation part of the study will enroll up to 24 patients while the extension phase would enroll 86 additional patients.

About Celyad’s NKR-T Cell Platform

Celyad is developing a unique CAR-T cell platform, using Natural Killer Receptor (NKR) transduced on to T lymphocytes. The platform targets a wide range of solid and hematological tumors. Unlike traditional CAR-T cell therapy, which target only one tumor antigen, Natural Killer (NK) cell receptors enable a single receptor to recognize multiple tumor antigens.

Celyad’s lead candidate, CAR-T NKR-2, is a CAR-T-Cell engineered to express the human NK receptor, NKG2D, which is an activating receptor. CAR-T NKR-2 triggers cell killing through the binding of NKG2D to any of eight naturally occurring ligands that are known to be overexpressed on more than 80% of tumors.

Preclinical results indicate that CAR-T NKR-2 has multiple mechanisms of actions and goes beyond direct cancer cell killing. It inhibits the mechanisms that enable tumors to evade the immune system, activates and recruit anti-tumor immune cells and disrupts the blood supply to the tumor. These mechanisms promote the induction of adaptive immunity, meaning the development of a long-term immune memory against specific tumor antigens of the targeted tumor.

In contrast to traditional CAR-T therapeutic approaches, and based on strong preclinical evidence, Celyad’s current CAR-T NKR-2 program does not use patient lymphodepleting pre-conditioning, thereby avoiding the toxicities associated with chemotherapy and allowing the immune system to remain intact.

Celyad is developing both autologous and allogeneic CAR-T NKR-2 approaches. For autologous CAR-T NKR-2, Celyad collects the patient’s own T-Cells and engineers them to express NKG2D in order to target cancer cells effectively. Celyad’s allogeneic platform engineers the T-Cells of healthy donors, to also express TCR Inhibitory Molecules (TIMs), to avoid having the donor cells rejected by the patient’s normal tissues (also called Graft vs. Host Disease).

 

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Regulated Information

Press Release

23 March 2017

07:00 am CET

 

The preclinical research underlying this technology was originally conducted at Dartmouth College by Dr. Charles Sentman and has been published extensively in peer-reviewed publications.

For more information, please contact:

For Europe: Consilium Strategic Communications

Chris Gardner and Chris Welsh - T: +44 (0)20 3709 5700 – celyad@consilium-comms.com

 

For France: NewCap

Pierre Laurent and Nicolas Mérigeau - T: + 33(0)1 44 71 94 94 - celyad@newcap.eu

 

For Belgium: Comfi

Gunther De Backer and Sabine Leclercq - T.: +32 (0)2 290 90 90 – celyad@comfi.be

 

For the U.S.: Stern Investor Relations

Will O’Connor and Michael Schaffzin – T.: +1 212.362.1200 celyad@sternir.com

 

To subscribe to Celyad’s newsletter, visit www.celyad.com

LOGO Follow us on LinkedIn & Twitter @ CelyadSA

 

Forward looking statements

In addition to historical facts or statements of current condition, this press release contains forward looking statements, including statements about the potential safety and feasibility of CAR-T NKR-2 cell therapy, which reflect our current expectations and projections about future events, and involve certain known and unknown risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These forward looking statements are further qualified by important factors, which could cause actual results to differ materially from those in the forward-looking statements, including risks associated with conducting clinical trials; the risk that safety, bioactivity, feasibility and/or efficacy demonstrated in earlier clinical or pre-clinical studies may not be replicated in subsequent studies; risk associated with the timely submission and approval of anticipated regulatory filings; the successful initiation and completion of clinical trials, including Phase I clinical trial for CAR-T NKR-2; risks associated with the satisfaction of regulatory and other requirements; risks associated with the actions of regulatory bodies and other governmental authorities; risks associated with obtaining, maintaining and protecting intellectual property, our ability to enforce our patents against infringers and defend our patent portfolio against challenges from third parties; risks associated with competition from others developing products for similar uses; risks associated with our ability to manage operating expenses; and risks associated with our ability to obtain additional funding to support our business activities and establish and maintain strategic business alliances and business initiatives. A further list and description of these risks, uncertainties and other risks can be found in the Company’s Securities and Exchange Commission filings and reports, including in the Company’s Annual Report on Form 20-F filed with the SEC on April 8, 2016 and future filings and reports by the Company. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. The Company expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.

 

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