UNITED STATES

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): May 2, 2019

 

LIQUIDIA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-38601

 

20-1926605

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

419 Davis Drive, Suite 100, Morrisville, North Carolina

 

27560

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (919) 328-4400

 

 

(Former name or former address, if changed since last report.)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock

 

LQDA

 

Nasdaq Capital Market

 


 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 x

 

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. x

 

 

 


 

Item 2.02              Results of Operations and Financial Condition.

 

On May 2, 2019, Liquidia Technologies, Inc., a Delaware corporation, issued a press release announcing its financial results for the three months ended March 31, 2019 and also provided a corporate update. A copy of the press release is furnished herewith as Exhibit 99.1.*

 

Item 9.01              Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Liquidia Technologies, Inc. Press Release, dated May 2, 2019.

 


* The information in Item 2.02 of this Form 8-K shall not be deemed “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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

2


 

SIGNATURE

 

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.

 

May 2, 2019

Liquidia Technologies, Inc.

 

 

 

 

By:

/s/ Timothy Albury

 

 

Name:

Timothy Albury

 

 

Title:

Interim Chief Financial Officer

 

3


Exhibit 99.1

 

 

Liquidia Technologies Reports First Quarter 2019
Financial Results and Provides Corporate Update

 

Recent Phase 3 Data Highlight Clinical Relevance of LIQ861 in Treating Pulmonary Arterial Hypertension

On Track for Planned New Drug Application (NDA) Submission for LIQ861 in Late 2019

Continued Pipeline Progress Leveraging Proprietary Print® Technology

Management to Host Webcast and Conference Call Today at 8:00 a.m. ET

 

RESEARCH TRIANGLE PARK, NC — May 2, 2019Liquidia Technologies, Inc. (Nasdaq: LQDA) (“Liquidia”), a late-stage clinical biopharmaceutical company, today reported its financial results for the quarter ended March 31, 2019 and provided a corporate update.

 

“Liquidia has started the year strong, delivering on our clinical timelines and driving towards an NDA submission for LIQ861, our lead program to treat patients with pulmonary arterial hypertension (PAH),” stated Neal Fowler, Chief Executive Officer of Liquidia. “We met the primary endpoint of safety and tolerability in our pivotal Phase 3 clinical trial (INSPIRE). We have also started to present data on the patient benefits from LIQ861 as demonstrated by favorable functional and patient-reported outcomes measured in exploratory endpoints.

 

“Based on this data and our interactions with clinicians and patients, we believe LIQ861 is safe, well-tolerated and has utility as a first-line prostacyclin in PAH. If approved, LIQ861 will be the first-to-market inhaled dry powder treprostinil that can be delivered using a convenient, palm-sized device, with the potential to maximize the therapeutic benefits of treprostinil by safely delivering higher doses into the lungs,” concluded Mr. Fowler.

 

Recent Corporate Highlights

 

·                  Met the primary endpoint of the INSPIRE study by demonstrating safety and tolerability of ‘861 at the two-month timepoint.  LIQ861 was observed to be well-tolerated in 109 patients, 60% of whom were naïve to prostacyclin therapy (Add-Ons) and 40% of whom transitioned from Tyvaso. Both patient groups remained on therapy with 93% of patients completing at least two months of treatment, thereby meeting the study’s primary endpoint. LIQ861 was evaluated at doses exceeding 150 mcg capsule strength with no study-drug related serious adverse events. Most treatment-related adverse events were mild to moderate, consistent with prostacyclin therapy, and observed in the first two weeks of treatment. Liquidia anticipates submitting the NDA for LIQ861 to the U.S. Food and Drug Administration (FDA) in late 2019.

·                  Presented data on LIQ861 from the INSPIRE trial highlighting safety and tolerability along with preliminary data on functional and patient outcomes. The presentation at the 39th International Society for Heart & Lung Transplantation (ISHLT) Meeting in April 2019 provided detailed results by patient group on the adverse event profile, duration of treatment and two of the exploratory endpoints. Specifically, at the two-month timepoint, the functional measure of median “six-minute walk distance” was maintained or improved in both the Add-On and Tyvaso transition groups. Additionally, patients in both groups reported physical and emotional improvements in quality of life, as measured by the Minnesota Living with Heart Failure Questionnaire.

·                  Initiated Phase 2-enabling toxicology studies for LIQ865 in the first quarter of 2019. Our second product candidate, LIQ865, is an injectable, non-opioid, sustained-release formulation of bupivacaine for the management of local post-operative pain.

 


 

·                  Raised $34.5 million in additional capital through a public offering in the first quarter of 2019. We completed an offering of 3,000,000 shares of our common stock for gross proceeds of $34.5 million, or approximately $31.7 million, net of underwriting discounts, commissions and offering expenses.

 

Anticipated Upcoming Milestones

 

·                  Report LIQ861 bioavailability and pharmacokinetic properties of treprostinil in the second quarter of 2019;

·                  Initiate an additional clinical trial in Europe that explores the effects of LIQ861 on acute and chronic hemodynamic measurements and right heart function in PAH patients to help inform the medical community and support clinical development;

·                  Submit an NDA to the FDA for LIQ861 in late 2019;

·                  Present longitudinal data on LIQ861 at key medical conferences, including at the American Thoracic Society International Conference May 17-22, Dallas, TX; and

·                  Complete toxicology studies that support LIQ865 as a Phase 2-ready program by the end of the year.

 

First Quarter 2019 Financial Highlights

 

·                  Revenues: We reported no revenue for the quarter ended March 31, 2019, compared to $0.9 million for the quarter ended March 31, 2018. Our revenue has been primarily derived from collaborating and licensing our proprietary PRINT® technology to pharmaceutical companies. There were no research and development services performed for other pharmaceutical companies during the quarter ended March 31, 2019 as we prioritize the development of our own pharmaceutical products.

·                  Research and Development (R&D): R&D expenses were $10.7 million for the quarter ended March 31, 2019, compared to $7.6 million for the quarter ended March 31, 2018. The increase in R&D expenses was primarily due to our ongoing INSPIRE Phase 3 clinical trial for LIQ861, which commenced in December 2017.

·                  General and Administrative (G&A): G&A expenses were $3.0 million for the quarter ended March 31, 2019, compared to $2.1 million for the quarter ended March 31, 2018. The increase was primarily due to employee-related expenditures, including stock-based compensation, and public company costs, partially offset by a decrease in professional fees.

·                  Interest Expense: Interest expense was $0.2 million for the three months ended March 31, 2019, compared to $17.9 million for the three months ended March 31, 2018. The decrease was primarily due to lower levels of debt during the three months ended March 31, 2019 as a result of the conversion of convertible notes into shares of Series D preferred stock in February 2018.

·                  Net Loss: The net loss for the first quarter of 2019 was $13.8 million, compared to $27.5 million for the quarter ended March 31, 2018. The change was primarily due to a decrease in revenues and an increase in R&D and G&A expenses, offset by lower interest expense.

·                  Cash Position: Cash totaled $60.8 million as of March 31, 2019.

·                  Shares Outstanding: There were 18,637,012 shares of common stock outstanding as of March 31, 2019.

 

Webcast and Conference Call

 

Liquidia’s management team will host a webcast and conference call at 8:00 a.m. ET today to discuss the financial results and provide a corporate update. The live call may be accessed by dialing 1-877-707-8711

 


 

(domestic) and 1-857-270-6219 (international) and entering the conference code: 5995454. A live and archived webcast of the call will be available on the Events & Presentations page of Liquidia’s website.

 

About Liquidia Technologies

 

Liquidia Technologies is a late-stage clinical biopharmaceutical company focused on the development and commercialization of therapeutics using its proprietary PRINT® technology to transform the lives of patients. Currently, Liquidia is focused on the development of two product candidates using its PRINT® particle engineering platform: LIQ861 for the treatment of pulmonary arterial hypertension and LIQ865 for the treatment of local post-operative pain. Being evaluated in a Phase 3 clinical trial (INSPIRE), LIQ861 is designed to improve the therapeutic profile of treprostinil by enhancing deep-lung delivery and achieving higher dose levels than current inhaled therapies by using a convenient, palm-sized, disposable dry powder inhaler. LIQ865, for which Liquidia has completed two Phase 1 clinical trials, is designed to deliver sustained-release particles of bupivacaine, a non-opioid anesthetic, to treat local post-operative pain for three to five days through a single administration. For more information visit Liquidia’s website at www.liquidia.com.

 

Forward-Looking Statements

 

This press release may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical facts, including statements regarding our future results of operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. Such forward-looking statements, including statements regarding clinical trials, clinical studies and other clinical work (including the funding therefor, anticipated patient enrollment, safety data, study data, trial outcomes, timing or associated costs), regulatory applications and related timelines, including the filing of an NDA for LIQ861, involve significant risks and uncertainties and actual results could differ materially from those expressed or implied herein. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of risks discussed in our filings with the Securities and Exchange Commission, as well as a number of uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment and our industry has inherent risks. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Nothing in this press release should be regarded as a representation by any person that these goals will be achieved, and we undertake no duty to update our goals or to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Contact Information

Investors:

Jenny Kobin

IR Advisory Solutions

 


 

919.328.4389

IR@liquidia.com

 

Media:

Christy Curran

Sam Brown Inc.

615.414.8668

media@liquidia.com

 

-Financial Tables Follow-

 


 

Liquidia Technologies, Inc.

Balance Sheets

 

 

 

March 31, 2019

 

December 31, 2018

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

 

$

60,809,779

 

$

39,534,985

 

Accounts receivable

 

10,486

 

272,557

 

Prepaid expenses and other current assets

 

302,945

 

219,057

 

Total current assets

 

61,123,210

 

40,026,599

 

Property, plant and equipment, net

 

7,525,450

 

8,130,708

 

Operating lease right-of-use assets, net

 

3,909,054

 

 

Prepaid expenses and other assets

 

1,162,199

 

1,260,951

 

Total assets

 

$

73,719,913

 

$

49,418,258

 

Liabilities and stockholders’ equity (deficit)

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

5,987,577

 

$

3,235,949

 

Accrued expenses

 

1,749,748

 

1,459,182

 

Accrued compensation

 

944,192

 

2,515,519

 

Deferred rent

 

 

268,599

 

Current portion of operating lease liabilities

 

477,008

 

 

Current portion of finance lease liabilities

 

899,512

 

452,703

 

Current portion of long-term debt

 

924,505

 

316,906

 

Total current liabilities

 

10,982,542

 

8,248,858

 

Long-term operating lease liabilities

 

6,102,448

 

 

Long-term finance lease liabilities

 

1,349,180

 

376,082

 

Long-term deferred rent

 

 

2,406,084

 

Long-term deferred revenue

 

8,071,920

 

8,071,920

 

Long-term debt

 

9,896,576

 

11,627,643

 

Total liabilities

 

36,402,666

 

30,730,587

 

Stockholders’ equity (deficit):

 

 

 

 

 

Common stock — $0.001 par value, 40,000,000 and 40,000,000 shares authorized as of March 31, 2019 and December 31, 2018, respectively, 18,637,012 and 15,519,469 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively

 

18,637

 

15,520

 

Additional paid-in capital

 

218,721,394

 

185,726,048

 

Accumulated deficit

 

(181,422,784

)

(167,053,897

)

Total stockholders’ equity (deficit)

 

37,317,247

 

18,687,671

 

Total liabilities and stockholders’ equity (deficit)

 

$

73,719,913

 

$

49,418,258

 

 


 

Liquidia Technologies, Inc.

Statements of Operations and Comprehensive Loss

 

 

 

Three Months Ended

 

 

 

March 31, 

 

 

 

2019

 

2018

 

Revenues

 

$

 

$

925,970

 

Costs and expenses:

 

 

 

 

 

Cost of sales

 

 

27,049

 

Research and development

 

10,664,302

 

7,626,701

 

General and administrative

 

3,021,581

 

2,149,725

 

Total costs and expenses

 

13,685,883

 

9,803,475

 

Loss from operations

 

(13,685,883

)

(8,877,505

)

Other income (expense):

 

 

 

 

 

Interest income

 

137,785

 

 

Interest expense

 

(218,691

)

(17,876,795

)

Derivative and warrant fair value adjustments

 

 

(753,887

)

Total other income (expense), net

 

(80,906

)

(18,630,682

)

Net loss

 

(13,766,789

)

(27,508,187

)

Other comprehensive loss

 

 

 

Comprehensive loss

 

$

(13,766,789

)

$

(27,508,187

)

Net loss per common share:

 

 

 

 

 

Basic

 

$

(0.86

)

$

(44.33

)

Diluted

 

(0.87

)

(44.33

)

Weighted average common shares outstanding:

 

 

 

 

 

Basic

 

16,037,767

 

620,530

 

Diluted

 

15,892,619

 

620,530

 

 


 

Liquidia Technologies, Inc.

Statements of Cash Flows

 

 

 

Three Months Ended March 31, 

 

 

 

2019

 

2018

 

Operating activities

 

 

 

 

 

Net loss

 

$

(13,766,789

)

$

(27,508,187

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Stock-based compensation

 

886,985

 

341,314

 

Depreciation and amortization

 

609,034

 

324,854

 

Amortization of discount on long-term debt and convertible notes

 

 

17,550,541

 

Non-cash interest expense

 

16,559

 

227,186

 

Warrant fair value adjustment

 

 

753,887

 

Non-cash rent (income) expense

 

 

(51,465

)

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

262,071

 

1,004,778

 

Prepaid expenses and other current assets

 

(83,888

)

(178,326

)

Other non-current assets

 

481,177

 

(5,433

)

Accounts payable

 

2,867,151

 

(566,020

)

Accrued expenses

 

190,672

 

(404,408

)

Accrued compensation

 

(1,571,327

)

(1,207,382

)

Deferred revenue

 

 

(281,600

)

Net cash used in operating activities

 

(10,108,355

)

(10,000,261

)

Investing activities

 

 

 

 

 

Purchases of property, plant and equipment

 

(245,319

)

(257,067

)

Net cash used in investing activities

 

(245,319

)

(257,067

)

Financing activities

 

 

 

 

 

Principal payments on finance leases

 

(220,933

)

(151,430

)

Refund of principal payments on long-term debt

 

 

588,889

 

Principal payments on long-term debt

 

 

(912,011

)

Payments for debt issuance costs

 

 

(392,000

)

Proceeds from issuance of Series D preferred stock, net of issuance costs

 

 

25,206,742

 

Proceeds from public offering of common stock, net of underwriting fees and commissions

 

32,047,576

 

 

Payments for deferred offering costs

 

(262,077

)

(58,734

)

Proceeds from exercise of stock options and warrants

 

63,902

 

150,689

 

Net cash provided by (used in) financing activities

 

31,628,468

 

24,432,145

 

Net increase (decrease) in cash

 

21,274,794

 

14,174,817

 

Cash, beginning of period

 

39,534,985

 

3,418,979

 

Cash, end of period

 

$

60,809,779

 

$

17,593,796