Clinical Programs Continue to ProgressRecent
Transactions with affiliate of Novo Nordisk Increased Cash-on-Hand
and Reduced Annual Operating ExpensesRecently Announced Definitive
Merger Agreement with BioTime Creates Leading Cell Therapy
Company
Asterias Biotherapeutics, Inc. (NYSE American: AST), a
biotechnology company dedicated to developing cell-based
therapeutics to treat neurological conditions associated with
demyelination and cellular immunotherapies to treat cancer, today
reported financial and operational results for the third quarter
ended September 30, 2018.
On November 7, 2018, Asterias entered into a
merger agreement under which Asterias will become a wholly-owned
subsidiary of BioTime, Inc. (NYSE American and TASE: BTX) and each
outstanding share of common stock of Asterias not already owned by
BioTime will be converted into 0.71 common shares of BioTime.
The transaction is expected to close during the Company’s first
quarter ending March 31, 2019, subject to the satisfaction of
customary closing conditions.
Third Quarter 2018 Financial Results
Research and development expenses were $3.5
million in the third quarter. General and administrative expenses
were $1.9 million in the third quarter. Total operating expenses
were $5.4 million in the third quarter of 2018, compared to $8.7
million in the third quarter of 2017.
Net loss was $4.5 million, or $0.08 per share
for the third quarter of 2018 compared to a net loss of $6.8
million, or $0.14 per share for the third quarter of 2017.
For the quarter ended September 30, 2018, net cash used in
operating activities was $2.9 million compared to $4.5 million for
the quarter ended September 30, 2017.
On September 28, 2018, the Company entered into
two new agreements with an affiliate of Novo Nordisk, a
multinational pharmaceutical company based in Denmark, which
included a $2.0 million upfront payment that was received in early
October 2018. Following the receipt of such funds from the
Novo transaction, on October 1, 2018 the Company had cash and cash
equivalents of $8.5 million and $6.2 in marketable equity
securities. The Novo transaction will also result in
approximately $1.0 million of annual reduction in fixed overhead
allowing Asterias to advance its development programs more
cost-effectively.
Conference Call
As a result of the merger agreement with
BioTime, the Company’s previously announced conference to provide
an overview of the third quarter results as well as the recent
corporate progress, scheduled for Monday, November 12, 2018 at
5:00pm ET have been cancelled.
About Asterias Biotherapeutics
Asterias Biotherapeutics, Inc. is a
biotechnology company dedicated to developing cell-based
therapeutics to treat neurological conditions associated with
demyelination and cellular immunotherapies to treat cancer.
Asterias is presently focused on advancing two clinical-stage
programs which have the potential to address areas of very high
unmet medical need in the fields of neurology and oncology. OPC1
(oligodendrocyte progenitor cells) is currently in a Phase 1/2a
dose escalation clinical trial in spinal cord injury. VAC2
(antigen-presenting allogeneic dendritic cells) is an allogeneic
cancer immunotherapy. The Company's research partner, Cancer
Research UK, has commenced a first-in-human clinical trial of VAC2
in non-small cell lung cancer. Asterias is also sponsoring
pre-clinical work in two conditions with a demyelinating component:
Multiple Sclerosis and White Matter Stroke, and is evaluating other
cancer indications where its immunotherapy platform could provide
therapeutic benefit. Additional information about Asterias can be
found at
www.asteriasbiotherapeutics.com.
FORWARD-LOOKING STATEMENTS
Statements pertaining to future financial and/or
operating and/or clinical research results, future growth in
research, technology, clinical development, and potential
opportunities for Asterias, along with other statements about the
future expectations, beliefs, goals, plans, or prospects expressed
by management constitute forward-looking statements. Any statements
that are not historical fact (including, but not limited to
statements that contain words such as "will," "believes," "plans,"
"anticipates," "expects," "estimates") should also be considered to
be forward-looking statements. Forward-looking statements involve
risks and uncertainties, including, without limitation, risks
inherent in the development and/or commercialization of potential
products, uncertainty in the results of clinical trials or
regulatory approvals, need and ability to obtain future capital,
and maintenance of intellectual property rights. Actual results may
differ materially from the results anticipated in these
forward-looking statements and as such should be evaluated together
with the many uncertainties that affect the businesses of Asterias,
particularly those mentioned in the cautionary statements found in
Asterias' filings with the Securities and Exchange Commission (the
“SEC”). Asterias disclaims any intent or obligation to update these
forward-looking statements.
Certain statements in this communication,
including statements relating to the Merger Agreement, the Merger
and the other transactions contemplated by the Merger Agreement and
the combined company’s future financial condition performance and
operating results, strategy and plans are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 giving Asterias’ expectations or predictions of
future financial or business performance or conditions. These
forward-looking statements are subject to numerous assumptions,
risks and uncertainties which change over time. Forward-looking
statements speak only as of the date they are made and we assume no
duty to update forward-looking statements.
In addition to factors previously disclosed in
Asterias’ reports filed with the SEC and those identified elsewhere
in this communication, the following factors, among others, could
cause actual results to differ materially from forward-looking
statements and historical performance: the ability to obtain
regulatory approvals and meet other closing conditions to the
Merger, including requisite approval by Asterias’ stockholders and
shareholders, respectively, on a timely basis or at all; delay in
closing the Merger; the ultimate outcome and results of integrating
the operations of BioTime and Asterias and the ultimate ability to
realize synergies and other benefits; business disruption following
the Merger; the availability and access, in general, of funds to
fund operations and necessary capital expenditures. More
information on potential factors that could affect our results is
included from time to time in the SEC filings and reports of
Asterias, including the risks identified under the sections
captioned “Risk Factors” in Asterias’ annual report on Form 10-K
filed with the SEC on March 15, 2018, and Asterias’ quarterly
report on Form 10-Q for the quarter ended September 30, 2018, filed
with the SEC on November 9, 2018.
Important Information
Additional Information and Where to Find It
This communication is being made in respect of
the proposed business combination involving BioTime and Asterias.
In connection with the proposed transaction, BioTime and Asterias
plan to file documents with the SEC, including the filing by
BioTime of a Registration Statement on Form S-4 containing a Joint
Proxy Statement/Prospectus and each of BioTime and Asterias plan to
file with the SEC other documents regarding the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF BIOTIME AND ASTERIAS
ARE URGED TO CAREFULLY READ THE JOINT PROXY STATEMENT/PROSPECTUS
(WHEN AVAILABLE) AND OTHER DOCUMENTS FILED WITH THE SEC BY BIOTIME
AND ASTERIAS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders may obtain
free copies of these documents (when they are available) and other
documents filed with the SEC at the SEC’s web site at www.sec.gov
and by contacting BioTime Investor Relations at (510) 871-4188 or
Asterias Investor Relations at (510) 456-3892. Investors and
security holders may obtain free copies of the documents filed with
the SEC on BioTime’s website at www.biotimeinc.com or Asterias’
website at www.asteriasbiotherapeutics.com or the SEC’s website at
www.sec.gov.
Participants in the Solicitation
BioTime, Asterias and their respective directors
and executive officers may be deemed participants in the
solicitation of proxies with respect to the proposed transaction.
Information regarding the interests of these directors and
executive officers in the proposed transaction will be included in
the Joint Proxy Statement/Prospectus described above. Additional
information regarding the directors and executive officers of
BioTime is also included in BioTime’s proxy statement for its 2018
Annual Meeting of Shareholders, which was filed with the SEC on
March 29, 2018, and additional information regarding the directors
and executive officers of Asterias is also included in Asterias’
proxy statement for its 2018 Annual Meeting of Stockholders, which
was filed with the SEC on April 30, 2018, respectively.
Contacts:Investor
Relations(510) 456-3892InvestorRelations@asteriasbio.comOrEVC
Group, Inc.Michael Polyviou/Todd Kehrli(732)
933-2754mpolyviou@evcgroup.com; tkehrli@evcgroup.com
Asterias Biotherapeutics, Inc. (AMEX:AST)
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