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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):
November 10, 2005
BIOSANTE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-31812
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58-2301143 |
(State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification |
Incorporation |
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Number) |
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111 Barclay Boulevard |
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Lincolnshire, Illinois
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60069 |
(Address of Principal Executive Offices)
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(Zip Code) |
(847) 478-0500
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, If Changed Since Last Report)
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))
Section 2 Financial Information
Item 2.02. Results of Operations and Financial Condition.
On November 10, 2005, BioSante Pharmaceuticals, Inc. publicly announced its product
development highlights and financial results for the third quarter ended September 30, 2005. For
further information, please refer to the press release attached hereto as Exhibit 99.1, which is
incorporated by reference herein.
The information contained in this report and the exhibit hereto shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall
not be incorporated by reference into any filings made by BioSante Pharmaceuticals, Inc. under the
Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by
specific reference in such filing.
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit No. |
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Description |
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99.1
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Press Release issued November 10, 2005 |
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.
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BIOSANTE PHARMACEUTICALS, INC.
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By: |
/s/ Phillip B. Donenberg
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Phillip B. Donenberg |
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Chief Financial Officer, Treasurer and Secretary |
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Dated: November 11, 2005
BIOSANTE PHARMACEUTICALS, INC.
FORM 8-K
Exhibit Index
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Exhibit No. |
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Description |
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Method of Filing |
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99.1
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Press Release issued November 10, 2005
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Filed herewith |
exv99w1
Exhibit 99.1
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BioSante Pharmaceuticals,
Inc.
111 Barclay Boulevard
Lincolnshire, Illinois 60069
www.biosantepharma.com
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FOR IMMEDIATE RELEASE
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Amex: BPA |
BioSante Pharmaceuticals Reports Product Development Highlights
and Third Quarter 2005 Financial Results
LINCOLNSHIRE, Illinois (November 10, 2005) BioSante Pharmaceuticals, Inc. (AMEX: BPA) today
reported product development highlights and financial results for the third quarter ended September
30, 2005.
We achieved milestones across our key clinical programs this quarter. We presented positive Phase
III data for Bio-E-Gel, licensed three patents that cover the use of testosterone
(LibiGel) to treat hypoactive sexual desire disorder in women on hormone contraception, and
entered into an allergy licensing option agreement for our CaP nanotechnology, said Stephen M.
Simes, BioSantes president and chief executive officer. We continue to prepare our New Drug
Application for Bio-E-Gel. Regarding LibiGel, we are using recent updated guidance from the FDA
for testosterone-based products in defining our Phase III protocols, and expect to initiate Phase
III clinical studies of LibiGel in the first quarter of 2006.
Product and Corporate Highlights
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BioSante presented Phase III clinical data on Bio-E-Gel (bio-identical estradiol gel) at
the North American Menopause Society (NAMS) annual meeting in San Diego. Results from the
484-patient study identified three effective doses as well as the lowest effective dose.
In the study, Bio-E-Gel significantly decreased the number of hot flashes by 88 percent,
from 12.9 per day at baseline to 1.6 after treatment (p<0.0001). The decrease was also
significant versus placebo, with a mean decrease of 11.3 hot flashes per day with Bio-E-Gel
versus a decrease of 6.1 with placebo (p<0.0001). Bio-E-Gel produced low estradiol
blood levels and had a safety profile similar to that observed in the placebo group.
Notably, there was minimal application site irritation reported, a side effect known to be
associated with transdermal patches. |
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BioSante signed a worldwide license agreement with Wake Forest University Health
Sciences and Cedars Sinai Medical Center covering three patents encompassing triple hormone
contraception technology, a novel combination of estrogens and progestins with androgens.
BioSante plans to study LibiGel (bioidentical testosterone gel) as the androgen
component to help restore sexual desire and activity to women taking traditional oral
contraceptives who have experienced this side effect. Financial terms include regulatory
milestone payments, maintenance payments and royalty payments if a product incorporating
the licensed technology is approved and subsequently marketed. In a Phase II study of
LibiGel in surgically menopausal women, LibiGel was shown to increase the number of
satisfying sexual events by 238 percent. This increase was statistically significant
compared to baseline and placebo.
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In September, BioSante signed a Material Transfer and Option Agreement for an exclusive
option to obtain a license to use BioSantes calcium phosphate nanotechnology (CaP) in the
development of a series of allergy products. The undisclosed European partner company will
fund its development of potential products for the treatment of conditions including
rhinitis, asthma, conjunctivitis, dermatitis, and allergic gastrointestinal diseases.
BioSante received a non-refundable $250,000 upfront payment, and could potentially receive
more than $10 million dollars in additional maintenance, milestone and royalty payments if
the option is exercised and the parties enter into an exclusive license agreement. |
Third Quarter 2005 Financial Overview
BioSante incurred a net loss of approximately $1.85 million, or $(0.10) per share for the quarter
ended September 30, 2005, compared to a net loss of approximately $2.87 million, or $(0.16) per
share for the third quarter of 2004. For the first nine months of 2005, the Companys net loss
totaled approximately $7.2 million, or $(0.37) per share, compared to a net loss of approximately
$7.89 million, or $(0.48) per share, for the first nine months of 2004. As of September 30, 2005,
the Companys cash, cash equivalents and short-term investments were approximately $10.3 million.
The Company anticipates a cash burn rate of approximately $600,000 per month for the remainder of
2005.
About BioSante Pharmaceuticals, Inc.
BioSante is developing a pipeline of hormone therapy products to treat both men and women. These
hormone therapy products are gel formulations for transdermal administration that deliver
bioidentical estradiol and testosterone. BioSantes lead products include Bio-E-Gel
(bioidentical estradiol gel) for the treatment of women with menopausal symptoms, and
LibiGel (bioidentical testosterone gel) for the treatment of female sexual dysfunction
(FSD). The current market in the U.S. for estrogen and testosterone products is approximately $2.5
billion. The transdermal gel formulations used in the womens gel products are licensed by BioSante
from Antares Pharma Inc. The Company also is developing its calcium phosphate nanotechnology (CaP)
for novel vaccines, including biodefense vaccines for toxins such as anthrax and ricin, and drug
delivery systems. Additional information is available online at: www.biosantepharma.com.
This news release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The statements regarding BioSante contained in this press release
that are not historical in nature, particularly those that utilize terminology such as may,
will, should, likely, expects, anticipates, estimates, believes or plans, or
comparable terminology, are forward-looking statements. Forward-looking statements are based on
current expectations and assumptions, and entail various risks and uncertainties that could cause
actual results to differ materially from those expressed in such forward-looking statements.
Important factors known to BioSante that cause actual results to differ materially from those
expressed in such forward-looking statements are the difficulty of developing pharmaceutical
products, obtaining regulatory and other approvals and achieving market acceptance, and other
factors identified and discussed from time to time in BioSantes filings with the Securities and
Exchange Commission, including those risk factors discussed in BioSantes most recent quarterly
report on Form 10-Q, which discussion also is incorporated herein by reference. All
forward-looking statements speak only as of the date of this news release. BioSante undertakes no
obligation to update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
For more information, please contact:
Ritu S. Baral, The Trout Group LLC; (212) 477-9007 ext 25; rbaral@troutgroup.com
Daniel Budwick, BMC Communications; (212) 477-9007 ext 14; dbudwick@bmccommunications.com
PhillipDonenberg, BioSante Pharmaceuticals; (847) 478-0500; donenber@biosantepharma.com