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): June 8, 2012
BIOSANTE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-31812 |
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58-2301143 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
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111 Barclay Boulevard Lincolnshire, Illinois |
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60069 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (847) 478-0500
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:
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))
Item 8.01. Other Events.
As previously announced, on June 1, 2012, BioSante Pharmaceuticals, Inc. (“BioSante”) effected a one-for-six reverse split of its issued and outstanding common stock and class C special stock.
BioSante is filing this current report on Form 8-K to present selected financial data for the fiscal years ended December 31, 2011, 2010, 2009, 2008 and 2007 and for the quarterly periods ended March 31, 2012 and 2011, as adjusted to reflect the June 1, 2012 one-for-six reverse stock split.
The information contained in Exhibit 99.1 to this report is incorporated by reference in this Item 8.01 and should be read in conjunction with, and as a supplement to, information contained in BioSante’s annual report on Form 10-K for its fiscal year ended December 31, 2011, quarterly report on Form 10-Q for the quarterly period ended March 31, 2012 and any other reports or filings made by BioSante with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Selected Financial Data of BioSante for the fiscal years ended December 31, 2011, 2010, 2009, 2008 and 2007 and for the quarterly periods ended March 31, 2012 and 2011, as adjusted to reflect the one-for-six reverse split of BioSante’s issued and outstanding common stock and class C special stock on June 1, 2012 (filed herewith) |
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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Senior Vice President of Finance, |
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Chief Financial Officer and Secretary |
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Dated: June 8, 2012 |
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BIOSANTE PHARMACEUTICALS, INC.
FORM 8-K
Exhibit Index
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Exhibit |
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Description |
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Method of Filing |
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99.1 |
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Selected Financial Data of BioSante for the fiscal years ended December 31, 2011, 2010, 2009, 2008 and 2007 and for the quarterly periods ended March 31, 2012 and 2011, as adjusted to reflect the one-for-six reverse split of BioSante’s issued and outstanding common stock and class C special stock on June 1, 2012 |
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Filed herewith |
Exhibit 99.1
BIOSANTE PHARMACEUTICALS, INC.
SELECTED FINANCIAL DATA
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Year Ended December 31, |
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Three Months Ended |
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2011 |
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2010 |
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2009 |
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2008 |
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2007 |
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2012 |
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2011 |
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(in thousands, except per share data) |
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Statement of Operations Data: |
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Revenue |
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$ |
435 |
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$ |
2,474 |
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$ |
1,258 |
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$ |
3,781 |
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$ |
493 |
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$ |
114 |
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$ |
57 |
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Expenses |
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Research and development |
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44,182 |
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39,706 |
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13,681 |
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15,790 |
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4,751 |
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5,183 |
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14,864 |
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General and administration |
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6,982 |
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5,940 |
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5,374 |
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5,125 |
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4,331 |
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1,832 |
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1,594 |
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Acquired in-process research and development |
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— |
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— |
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9,000 |
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— |
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— |
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— |
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— |
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Excess consideration paid over fair value |
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— |
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— |
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20,192 |
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— |
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— |
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— |
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— |
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Licensing expense |
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50 |
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269 |
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300 |
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836 |
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— |
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— |
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— |
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Depreciation and amortization |
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148 |
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168 |
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137 |
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43 |
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90 |
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31 |
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42 |
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Total expenses |
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51,362 |
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46,083 |
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48,684 |
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21,794 |
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9,172 |
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7,046 |
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16,500 |
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Other (expense) income — Convertible note fair value adjustment |
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(23 |
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(1,871 |
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33 |
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— |
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— |
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(3,210 |
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(639 |
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Other expense — Investment impairment charge |
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— |
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(286 |
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— |
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— |
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— |
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— |
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— |
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Other interest (expense) income |
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(673 |
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(675 |
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(135 |
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588 |
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1,095 |
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(124 |
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(172 |
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Other income |
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15 |
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245 |
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— |
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— |
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— |
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2 |
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3 |
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Net loss |
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$ |
(51,608 |
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$ |
(46,196 |
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$ |
(47,528 |
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$ |
(17,425 |
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$ |
(7,584 |
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$ |
(10,264 |
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$ |
(17,251 |
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Basic and diluted net loss per common share* |
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$ |
(3.15 |
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$ |
(4.21 |
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$ |
(8.40 |
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$ |
(3.83 |
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$ |
(1.79 |
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$ |
(0.53 |
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$ |
(1.22 |
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Weighted average number of common shares and common equivalent shares outstanding* |
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16,398 |
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10,985 |
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5,659 |
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4,551 |
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4,248 |
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19,378 |
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14,127 |
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As of December 31, |
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As of March 31, |
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2011 |
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2010 |
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2009 |
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2008 |
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2007 |
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2012 |
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2011 |
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(in thousands) |
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Balance Sheet Data: |
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Cash, cash equivalents and short-term investments |
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$ |
57,225 |
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$ |
38,155 |
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$ |
29,858 |
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$ |
14,787 |
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$ |
30,655 |
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$ |
49,474 |
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$ |
51,349 |
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Total assets |
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62,380 |
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44,767 |
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36,437 |
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17,679 |
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31,241 |
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54,575 |
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56,805 |
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Total current liabilities (includes short-term convertible senior notes in 2010) |
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7,228 |
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8,183 |
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3,930 |
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3,853 |
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1,516 |
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6,085 |
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12,633 |
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Convertible senior notes, total long-term |
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17,337 |
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17,436 |
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16,676 |
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— |
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— |
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10,494 |
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18,037 |
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Stockholders’ equity |
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37,815 |
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19,147 |
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15,830 |
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13,826 |
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29,725 |
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37,996 |
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26,136 |
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* All share and per share numbers have been adjusted retroactively to reflect the one-for-six reverse stock split effected on June 1, 2012.