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): March 26, 2007
ADHEREX TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
| Canada | 001-32295 | 20-0442384 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer ID Number) |
| 4620 Creekstone Drive, Suite 200, Durham, North Carolina | 27703 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 919-484-8484
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 March 26, 2007, Adherex Technologies Inc. issued a press release announcing its financial results for the year ended December 31, 2006. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
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 (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 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 Number |
Description of Document | |
| 99.1 | Press Release dated March 26, 2007 |
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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.
| ADHEREX TECHNOLOGIES INC. | ||||
| Date: March 28, 2007 | /s/ D. Scott Murray | |||
| D. Scott Murray | ||||
| Senior Vice President, General Counsel & Secretary | ||||
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Exhibit 99.1
PRESS RELEASE
ADHEREX REPORTS 2006 FISCAL RESULTS
Research Triangle Park, NC, March 26, 2007— Adherex Technologies Inc. (AMEX:ADH, TSX: AHX), a biopharmaceutical company with a broad portfolio of oncology products under development, today reported its financial results for the twelve-month fiscal period ended December 31, 2006. All amounts are in U.S. dollars unless otherwise indicated.
The net loss for the twelve-month fiscal period ended December 31, 2006 was $19.1 million, or $0.40 loss per share, compared to a net loss of $19.2 million, or $0.49 loss per share, for the twelve-month fiscal period ended December 31, 2005. Operating expenses totaled $19.1 million for the twelve-month fiscal period ended December 31, 2006 as compared to $18.3 million for the twelve-month fiscal period ended December 31, 2005. The increased operational expenses primarily reflect the advancement of our product portfolio including increased clinical activity for eniluracil and ADH-1.
Cash and cash equivalents totaled $5.7 million as of December 31, 2006 compared to $13.1 million as of December 31, 2005, with a corresponding decrease in working capital of $9.5 million. The decreased cash balance reflects spending to fund operations. Subsequent to the year end, the Company received approximately $23.3 million in net proceeds from a public offering.
The selected consolidated financial data presented below are derived from our consolidated financial statements prepared under Canadian generally accepted accounting principles and are not complete. Specifically, they exclude the accompanying footnotes, which are an integral part of the consolidated financial statements, including the reconciliation between U.S. and Canadian GAAP. The complete audited consolidated financial statements for the year ended December 31, 2006 and management's discussion and analysis of financial condition and results of operations are available on our website at www.adherex.com.
Adherex Technologies Inc.
Selected Financial Data
(U.S. dollars and shares in thousands except per share amounts)
| December 31, 2006 |
December 31, 2005 | |||||
| Condensed Consolidated Balance Sheets: |
||||||
| Assets: |
||||||
| Cash, cash equivalents and short-term investments |
$ | 5,718 | $ | 13,144 | ||
| Other current and long-term assets |
910 | 1,147 | ||||
| Acquired intellectual property rights |
9,956 | 14,154 | ||||
| Total Assets |
$ | 16,584 | $ | 28,445 | ||
| Liabilities and shareholders’ equity: |
||||||
| Accounts payable and accrued liabilities |
$ | 4,695 | $ | 2,664 | ||
| Other current and long-term liabilities |
665 | 550 | ||||
| Future income taxes |
3,639 | 5,174 | ||||
| Total shareholders’ equity |
7,585 | 20,057 | ||||
| Total liabilities and shareholders’ equity |
$ | 16,584 | $ | 28,445 | ||
| Year Ended 2006 |
Year Ended 2005 |
Six Months Ended December 31, |
Year Ended 2004 |
|||||||||||||
| Condensed Consolidated Statements of Operations: |
||||||||||||||||
| Revenue |
$ | — | $ | — | $ | — | $ | — | ||||||||
| Operating expenses: |
||||||||||||||||
| Research and development |
14,003 | 12,441 | 3,443 | 3,561 | ||||||||||||
| General and administration |
2,883 | 3,182 | 2,727 | 3,481 | ||||||||||||
| Amortization of acquired intellectual property rights |
2,177 | 2,723 | 1,234 | 2,323 | ||||||||||||
| (Loss from operations) |
(19,063 | ) | (18,346 | ) | (7,404 | ) | (9,365 | ) | ||||||||
| Other income (expense): |
||||||||||||||||
| Loss on impairment of intellectual property |
(2,021 | ) | (3,539 | ) | — | — | ||||||||||
| Settlement of Cadherin Biomedical Inc. litigation |
— | — | (1,283 | ) | — | |||||||||||
| Interest expense |
(3 | ) | (11 | ) | — | (331 | ) | |||||||||
| Interest income |
449 | 361 | 171 | 162 | ||||||||||||
| Total other income and (expense) |
(1,575 | ) | (3,189 | ) | (1,112 | ) | (169 | ) | ||||||||
| Loss before income taxes |
(20,638 | ) | (21,535 | ) | (8,516 | ) | (9,534 | ) | ||||||||
| Recovery of future income taxes |
1,535 | 2,290 | 451 | 849 | ||||||||||||
| Net loss |
$ | (19,103 | ) | $ | (19,245 | ) | $ | (8,065 | ) | $ | (8,685 | ) | ||||
| Net loss per share of common stock, basic and diluted |
$ | (0.40 | ) | $ | (0.49 | ) | $ | (0.22 | ) | $ | (0.36 | ) | ||||
| Weighted-average number of shares of common stock outstanding, basic and diluted |
47,663 | 39,276 | 35,989 | 24,233 | ||||||||||||
About Adherex Technologies
Adherex Technologies Inc. is a biopharmaceutical company dedicated to the discovery and development of novel cancer therapeutics. We aim to be a leader in developing innovative treatments that address important unmet medical needs in cancer. We currently have multiple products in the clinical stage of development, including eniluracil, ADH-1 and sodium thiosulfate (STS). Eniluracil, an oral dihydropyrimidine dehydrogenase (DPD) inhibitor, was previously under development by GlaxoSmithKline for oncology indications. ADH-1, our lead biotechnology compound, selectively targets N-cadherin, a protein present on certain tumor cells and established blood vessels that feed solid tumors. STS, a drug from our specialty pharmaceuticals pipeline, protects against the disabling hearing loss that can often result from treatment with platinum-based chemotherapy drugs. With a diversified portfolio of unique preclinical and clinical-stage cancer compounds and a management team with expertise in identifying, developing and commercializing novel cancer therapeutics, Adherex is emerging as a pioneering oncology company. For more information, please visit our website at www.adherex.com.
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For further information, please contact:
Melissa Matson
Director, Corporate Communications
Adherex Technologies Inc.
T: (919) 484-8484
matsonm@adherex.com