Poniard Pharmaceuticals, Inc. (NASDAQ: PARD), a biopharmaceutical
company focused on innovative oncology therapies, today reported
financial results for the third quarter ended September 30, 2011.
"Poniard remains focused on its goal of maximizing long-term
shareholder value through the execution of our proposed merger with
ALLOZYNE," stated Ronald Martell, chief executive officer of
Poniard. "With our Registration Statement on Form S-4 now
effective, we encourage shareholders to carefully review the
definitive proxy materials/prospectus/consent solicitation
describing the transaction and to vote to approve the issuance of
Poniard common stock in the merger and the other proposals
described in the proxy statement/prospectus/consent solicitation.
We believe that ALLOZYNE's promising autoimmune product portfolio
and proprietary protein engineering platform, together with our
oncology assets, will create a dynamic company with a multifaceted
strategy, diverse pipeline, multiple partnering opportunities and a
technology platform to fuel long-term growth. With shareholder
support, we expect to close the transaction before year-end."
Third Quarter 2011 and Recent Corporate
Developments
- Registration Statement for the Proposed Merger
with ALLOZYNE Declared Effective. On October 7, 2011, Poniard
announced that the Securities and Exchange Commission (SEC)
declared effective Poniard's Registration Statement on Form S-4
relating to the previously announced proposed merger between
Poniard and ALLOZYNE. The boards of directors of both companies
have approved the merger transaction, which is subject to customary
closing conditions, including approval by ALLOZYNE's and Poniard's
respective stockholders and receipt of approval for listing of the
combined company's common stock on The Nasdaq Capital Market. The
Registration Statement includes proxy materials for a special
meeting of Poniard shareholders, which will be held at 9:00 a.m.
Pacific Time on Monday, November 21, 2011, at the offices of Bay
City Capital, located at 750 Battery Street, Suite 400, South San
Francisco, CA 94111. Poniard shareholders of record on October 4,
2011 are entitled to vote at the special meeting. At the meeting,
Poniard shareholders will be asked to approve the issuance of
Poniard common stock and the resulting change of control of Poniard
pursuant to the merger agreement and the amendment of Poniard's
articles of incorporation to effect a reverse stock split of
Poniard's outstanding common stock, at a ratio of 1-for-40. See
"Important Additional Information filed with the SEC" below.
- Independent Firm Recommends Shareholders Vote
"FOR" Proposals in Proxy Statement. On October 25, 2011,
Egan-Jones Proxy Services, an independent proxy advisory firm,
recommended that Poniard shareholders vote "FOR" all proposals
listed in the Company's proxy statement, including a proposal
related to the issuance of common stock in connection with the
proposed merger with ALLOZYNE and the proposal to effect the
1-for-40 reverse stock split.
- Nasdaq Continued Listing. On September 6,
2011, Poniard announced that it received written notification that
the Nasdaq Hearings Panel had granted the Company's request for
continued listing of its common stock on The Nasdaq Capital Market,
subject to satisfaction of certain conditions by December 31, 2011,
including receipt of shareholder approval of the merger with
ALLOZYNE and a reverse stock split in a ratio sufficient to allow
the stock to trade above $4.00 per share and receipt of approval
from Nasdaq of the combined company's application for initial
listing on The Nasdaq Capital Market upon completion of the
merger.
- Ongoing Efforts to Partner Picoplatin. In
addition to pursuing the merger with ALLOZYNE, Poniard continues to
actively explore potential strategic partnering and other
collaborative arrangements to fund the continued development and
commercialization of picoplatin worldwide.
Third Quarter 2011 Unaudited Financial
Results
For the quarter ended September 30, 2011, Poniard reported a net
loss of $3.8 million ($0.06 diluted loss per share on a loss
applicable to common shares of $3.8 million), compared with a net
loss of $6.4 million ($0.13 diluted loss per share on a loss
applicable to common shares of $6.5 million) for the quarter ended
September 30, 2010. For the first nine months of 2011, the net loss
was $10.9 million ($0.20 diluted loss per share on a loss
applicable to common shares of $11.0 million), compared to a net
loss of $24.9 million ($0.55 diluted loss per share on a loss
applicable to common shares of $25.6 million) for the same period
in 2010.
Total operating expenses for the quarter ended September 30,
2011 were $3.7 million, compared with $6.0 million for the quarter
ended September 30, 2010. Year to date, total operating expenses
were $10.8 million compared to $23.2 million for the first nine
months of 2010. Total operating expenses for the first nine months
of 2010 included a charge of $1.6 million related to two workforce
reductions.
Research and development expenses were $0.3 million for the
quarter ended September 30, 2011, compared with $0.9 million for
the quarter ended September 30, 2010. Year to date, research and
development expenses were $1.1 million, compared to $7.9 million
for the same period in 2010.
General and administrative expenses were $3.5 million for the
quarter ended September 30, 2011, compared with $5.1 million for
the quarter ended September 30, 2010. Year to date, general and
administrative expenses were $9.8 million, compared to $13.7
million for the same period in 2010.
Cash and investment securities as of September 30, 2011 were
$2.0 million, compared to $4.3 million as of December 31, 2010. The
Company believes that its current cash resources and cash
equivalents will be adequate to continue operations at
substantially their current level into the fourth quarter of 2011.
The Company's operating budget, however, does not include
additional costs associated with the proposed merger with ALLOZYNE
or, if the Company is unable to complete the proposed merger, the
costs of a liquidation and winding up the Company. These costs may
be substantial and include costs incurred in connection with the
proposed merger, estimated to total approximately $1.6 million, in
addition to severance and accrued vacation expense, accelerated
payments due under existing contracts, and legal, accounting and/or
advisory fees. Poniard can provide no assurance that it will have
sufficient cash to cover these additional costs.
If the merger with ALLOZYNE is not completed, the Company's
board of directors will be required to explore alternatives for the
Company's business and assets. These alternatives might include
raising capital, seeking to merge or combine with another company,
seeking dissolution and liquidation, or initiating bankruptcy
proceedings. There can be no assurance that any third party will be
interested in merging with the Company or would agree to a price
and other terms that the Company would deem adequate or that its
shareholders would approve any such transaction. Although Poniard
may try to pursue an alternative transaction and would seek to
continue its current efforts to enter into a partnership or other
strategic collaboration to support the continued development of
picoplatin, the Company likely will have very limited cash
resources and, unless it raises additional capital, likely will be
forced to file for federal bankruptcy protection.
Important Additional Information Filed with the
SEC
On July 25, 2011, Poniard filed a Registration Statement on Form
S-4 (No. 333-75778), which included a preliminary proxy
statement/prospectus/consent solicitation in connection with the
merger. The Registration Statement was declared effective on
October 7, 2011 and the definitive proxy
statement/prospectus/consent solicitation dated October 10, 2011,
was mailed to Poniard and ALLOZYNE stockholders on or about October
13, 2011. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS/CONSENT
SOLICITATION DATED OCTOBER 10, 2011 AND ANY SUPPLEMENTS OR
AMENDMENTS THERETO BECAUSE THESE MATERIALS CONTAIN IMPORTANT
INFORMATION ABOUT PONIARD, ALLOZNE AND THE MERGER.
Investors and security holders may obtain free copies of the
definitive proxy statement/prospectus/consent solicitation and
other documents filed with the SEC by Poniard through the website
maintained by the SEC at http://www.sec.gov. In addition, investors
and security holders can obtain free copies of these materials from
Poniard by calling Poniard Investor Relations at (650) 583-3774, by
requesting them in writing from Poniard, 750 Battery Street, Suite
330, San Francisco, CA 94111, or by visiting the Poniard website at
http://www.poniard.com.
Poniard and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from shareholders
in favor of the proposed transaction. Information regarding the
directors and executive officers of Poniard and their interests in
the proposed transaction is available in the definitive proxy
statement/prospectus/consent solicitation.
About Poniard Pharmaceuticals
Poniard Pharmaceuticals, Inc. is a biopharmaceutical company
focused on the development and commercialization of innovative
oncology products. For additional information please visit
http://www.poniard.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1994. Words such as "expect," "estimate,"
"project," "forecast," "anticipate," "may," "will," "can," "could,"
"should," "believes," "predicts," "potential," "continue," and
similar expressions are intended to identify such forward-looking
statements. Forward-looking statements in this press release
include, without limitation, statements regarding corporate
strategy, forecasts of product development and potential
commercialization, potential partnering opportunities and the goals
thereof, the Company's ability to consummate the merger with
ALLOZYNE, the potential benefits of the proposed merger, potential
transaction timing, anticipated future operations, projected
capital needs, the availability of future funding and other matters
that involve known and unknown benefits, risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to differ materially from results
expressed or implied in this press release. Such risk include,
among others: Poniard's current cash position, the failure of the
Poniard or ALLOZYNE stockholders to approve the merger and/or the
required reverse stock split; Poniard's ability to satisfy Nasdaq
conditions for continued or initial listing of its common stock;
actions by the SEC or Nasdaq; the failure of Poniard or ALLOZYNE to
meet any of the conditions to the closing of the merger; the
failure to realize the anticipated benefits of the merger or delay
in realization thereof; the cash positions of Poniard and ALLOZYNE
at closing of the merger; the ability of the combined company to
obtain substantial additional financing on a timely basis and on
favorable terms; the difficulty of developing biopharmaceutical
products and obtaining regulatory or other approvals; the
uncertainty regarding market acceptance of any products for which
regulatory approval is obtained; whether certain market segments
grow as anticipated; the competitive environment in the
biopharmaceutical industry; the potential inability of Poniard to
obtain, maintain, and enforce patent and other intellectual
property protection for its product candidates; the success of
future clinical trials; and the ability of Poniard to enter into
and maintain collaborative arrangements to develop picoplatin on
favorable terms. Actual results may differ materially from those
contained in the forward-looking statements in this press release.
Additional information concerning these and other risk factors is
contained in Poniard's Annual Report on Form 10-K for the year
ended December 31, 2010 and Poniard's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2011. In addition, investors
and security holders are also urged to read carefully the risk
factors set forth in the definitive proxy
statement/prospectus/consent solicitation dated October 10,
2011.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release. Poniard undertakes no obligation to update any
forward-looking statements to reflect new information, events or
circumstances after the date of this release or to reflect the
occurrence of unanticipated events. All forward-looking statements
are qualified in their entirety by this cautionary statement.
Poniard Pharmaceuticals, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Nine Months
Ended September Ended September
30, 30,
---------------- ---------------
2011 2010 2011 2010
------- ------- ------- -------
Revenues $ - $ - $ - $ -
------- ------- ------- -------
Operating expenses:
Research and development 287 891 1,062 7,870
General and administrative 3,461 5,060 9,756 13,747
Restructuring 0 0 0 1,626
------- ------- ------- -------
Total operating expenses 3,748 5,951 10,818 23,243
------- ------- ------- -------
Loss from operations (10,81 (23,24
(3,748) (5,951) 8) 3)
------- ------- ------- -------
Other income (expense), net (23) (498) (57) (1,641)
------- ------- ------- -------
Net loss (10,87 (24,88
(3,771) (6,449) 5) 4)
Preferred stock dividends (48) (48) (144) (688)
------- ------- ------- -------
Loss applicable to common shares (11,01 (25,57
$(3,819) $(6,497) $ 9)$ 2)
======= ======= ======= =======
Loss per share:
Basic and diluted $ (0.06) $ (0.13) $ (0.20)$ (0.55)
======= ======= ======= =======
Shares used in calculation of loss per
share:
Basic and diluted 59,934 48,237 54,506 46,357
======= ======= ======= =======
Condensed Consolidated Balance Sheets
(In thousands)
September 30, December 31,
2011 2010
-------------- --------------
(Unaudited) (Note 1)
ASSETS:
Cash and investment securities $ 1,984 $ 4,330
Cash - restricted 22 158
Facilities and equipment, net 18 49
Licensed products, net 5,466 6,377
Other assets 246 729
-------------- --------------
Total assets $ 7,736 $ 11,643
============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities $ 2,979 $ 1,616
Long term liabilities 1,640 1,574
Shareholders' equity 3,117 8,453
-------------- --------------
Total liabilities and shareholders' equity $ 7,736 $ 11,643
============== ==============
Note 1: Derived from audited financial statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2010.
For Further Information: David Pitts Argot Partners (212)
600-1902 Email Contact
Poniard Pharmaceuticals, Inc. (MM) (NASDAQ:PARD)
Historical Stock Chart
From Apr 2024 to May 2024
Poniard Pharmaceuticals, Inc. (MM) (NASDAQ:PARD)
Historical Stock Chart
From May 2023 to May 2024