ACHIEVE LIFE SCIENCES, INC. annual report, FY2012

Filing identity and reporting period

The supplied filing is OncoGenex Pharmaceuticals, Inc.’s Form 10-K for the fiscal year ended December 31, 2012, filed March 7, 2013. This does not match the request metadata naming Achieve Life Sciences, Inc. or “2012 Q4”; the filing itself is an annual report for OncoGenex, not a quarterly filing.

OncoGenex was a clinical-stage biopharmaceutical company developing cancer therapies intended to address treatment resistance. It reported one operating segment and had no products approved for sale or product-sales revenue.

Financial results and liquidity

Metric (USD millions, except per-share data)20122011
Collaboration revenue20.0955.496
Research and development expense39.94821.553
General and administrative expense7.7916.230
Total operating expenses46.08227.783
Net loss(21.098)(14.673)
Basic and diluted loss per share(1.56)(1.51)
Cash, cash equivalents and short-term investments, year-end75.38364.927
Total assets, year-end82.01668.015
Total liabilities, year-end15.80937.125
  • Revenue came entirely from the Teva collaboration and related reimbursements; 2012 included recognition of the remaining $18.3 million allocated to the upfront payment’s development-services element and $1.8 million of collaborative research revenue. The related deferred collaboration revenue balance reached zero.
  • Net cash used in operating activities was $43.493 million in 2012, compared with $20.263 million in 2011. Cash provided by financing was $54.239 million, principally from a March 2012 public offering that generated approximately $53.8 million net proceeds. Investing activities used $21.188 million, largely reflecting purchases and sales of marketable securities.
  • At year-end, current assets were $80.179 million and current liabilities $11.556 million. The filing reports no off-balance-sheet financing arrangements. It does not present a separate conventional borrowing balance; liabilities included $5.337 million of long-term obligations and a $3.422 million warrant liability.
  • Management expected available capital and Teva receivables to fund currently planned operations into 2015, but noted that later AFFINITY and ENSPIRIT results or development beyond planned activities could require additional funding. R&D spending was expected to increase, potentially significantly.
  • No product gross margin or operating margin is meaningful to report because the company had no product sales; the filing does not provide a clear product-margin measure.

Changes versus the prior comparable period

  • Collaboration revenue rose to $20.1 million from $5.5 million, primarily reflecting activity under the amended Teva development plan, including AFFINITY.
  • R&D expense increased 85% to $39.9 million, driven mainly by custirsen Phase 3 startup, OGX-427 clinical and manufacturing costs, and employee costs. Total operating expenses rose to $46.1 million.
  • Net loss widened to $21.1 million from $14.7 million, despite $4.5 million of warrant revaluation gains and a $1.7 million restructuring gain in 2012. The warrant gain is a valuation item, not operating cash generation.
  • Cash and short-term investments increased by $10.5 million year over year, principally supported by the equity offering; total liabilities declined by $21.3 million, including as deferred collaboration revenue was recognized and warrant and lease-related liabilities changed.
  • Shares outstanding increased from 9.75 million at year-end 2011 to 14.66 million at year-end 2012, mainly due to the offering, representing substantial equity financing and dilution.

Outlook, business developments and risks

  • Custirsen: Three Teva-collaborative Phase 3 trials were underway. SYNERGY enrollment exceeded 1,000 and was complete; results were expected in the first half of 2014, based on projected death events in Q4 2013. AFFINITY (about 630 patients) and ENSPIRIT (about 1,100 patients) were enrolling. The FDA had agreed that an application supported primarily by SYNERGY could be submitted, and custirsen had Fast Track designation for specified indications. These milestones do not assure approval or efficacy.
  • OGX-427: Phase 1 and Phase 2 development included bladder and prostate cancer studies. Preliminary PR-01 results reported 71% progression-free at 12 weeks with OGX-427 plus prednisone versus 48% with prednisone alone among the reported 65 patients; results were preliminary and not proof of clinical benefit. The company’s 2013 ORCA program planned parallel studies across indications.
  • OGX-225: Preclinical-stage; toxicology studies were planned for the second half of 2013. The filing also describes an earlier pipeline table that says second-half 2012, so the later 2013 timing is the more current stated outlook.
  • Teva held exclusive worldwide development and commercialization rights to custirsen. It had paid $50 million upfront and could owe up to $370 million in development and commercial milestones plus tiered royalties. OncoGenex had met its required $30 million development contribution; Teva was to fund other plan expenses. The company anticipated no Teva milestone or royalty receipts in 2013.
  • Key risks include clinical-trial failure, delay or futility; regulatory uncertainty; reliance on Teva and third-party manufacturers and trial operators; competition; intellectual-property and licensing exposure; and continued losses and possible future financing needs. The company reported no material pending legal proceedings.
  • Unusual subsequent event: CFO and senior operations executive Michelle Burris resigned as CFO and other officer on February 1, 2013, with an operations transition through March 31 and a proposed consultancy and severance arrangement. The filing states that accounting implications were still being determined.
  • The 2012 financial statements received an unqualified audit opinion; management and the auditor reported effective internal control over financial reporting as of year-end.

Important facts for investors to verify

  • Confirm the issuer and period: the source is OncoGenex’s 2012 annual 10-K, not an Achieve Life Sciences filing or a standalone Q4 report.
  • Track SYNERGY’s actual event-driven readout and whether results support an FDA submission; assess AFFINITY and ENSPIRIT enrollment, interim analyses and funding responsibility.
  • Reconcile the stated runway into 2015 with the $43.5 million 2012 operating cash use, rising development spending, trial timing and any subsequent financing.
  • Review the Teva agreement’s termination provisions and the unresolved potential allocation of milestone proceeds to Isis; the filing says the company disputes that Isis is entitled to 30% of all Teva milestones.
  • Assess dilution and warrant overhang, including the 2012 share issuance and 1.587 million warrants exercisable at $20 per share through October 2015.
  • Evaluate the effect of the Burris separation and related compensation, and confirm the accounting treatment once determined.