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(Commission File No.)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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“
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Item 2.02 |
Results of Operations and Financial Condition.
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Item 9.01. |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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Press Release dated May 5, 2021.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Ionis Pharmaceuticals, Inc.
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||
Dated: May 5, 2021
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By:
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/s/ Patrick R. O’Neil |
Patrick R. O’Neil
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||
Executive Vice President, Legal, General Counsel and Chief Compliance Officer
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• |
On track to achieve 2021 financial guidance reflecting investments in Ionis’ wholly owned pipeline, based on the following first quarter results
|
o |
$112 million in total revenues
|
o |
$159 million of operating expenses on a non-GAAP basis(1) and $204 million on a GAAP basis
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o |
Net loss of $45 million on a non-GAAP basis(1) and $90 million on a GAAP basis
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• |
Further strengthened the Company’s balance sheet with pro forma cash of $2.1 billion, after reflecting the convertible notes transaction
|
o |
Enables expansion of manufacturing and R&D capacity
|
o |
$632.5 million principal due in April 2026 with 0% interest and an effective conversion price of $76.39 after the purchase of a call spread
|
◾ |
Will realize interest expense savings while keeping potential future dilution nearly flat
|
o |
Repurchased approximately 80% of previously outstanding 1% convertible notes due in November 2021
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(1) |
All non-GAAP amounts referred to in this press release exclude non-cash compensation expense related to equity awards and expenses related to the Akcea acquisition and restructured
European operations and the related tax effects. Please refer to the section below titled “Financial Impacts of Akcea Acquisition and Restructured Operations” for a summary of the costs specific to these transactions. Additionally, please
refer to the detailed reconciliation of non-GAAP and GAAP measures, which is provided later in this release.
|
• |
SPINRAZA: a global foundation-of-care for the treatment of spinal muscular atrophy (SMA) patients of all ages
|
o |
$521 million in worldwide sales in the first quarter
|
o |
More than 11,000 patients worldwide were on therapy at the end of the first quarter across post-marketing, expanded access and clinical trial settings
|
o |
Higher-dose SPINRAZA demonstrated safety and tolerability consistent with the currently approved dose in the open-label safety cohort of the DEVOTE study, enabling enrollment in
the blinded, pivotal cohort to get underway
|
• |
o |
Completed the transition of European operations to Swedish Orphan Biovitrum AB (Sobi) and expanded the distribution agreement to include North American TEGSEDI operations
|
• |
Phase 3 Pipeline: growing and positioned for 12 or more products on the market in 2026
|
o |
Advanced ION363 into a Phase 3 study in patients with FUS-ALS
|
o |
Advanced tofersen into the Phase 3 ATLAS study in presymptomatic SOD1-ALS patients
|
o |
Roche reported tominersen data related to the dosing halt in the Phase 3 program
|
• |
Mid-stage Pipeline: advancing multiple medicines with potential to change the standard of care for patients with severe diseases
|
o |
Reported positive topline IONIS-PKK-LRx results in patients with hereditary angioedema
|
o |
Advanced ION373 into the Phase 2 portion of a pivotal study in patients with Alexander disease
|
o |
Advanced the IONIS-AGT-LRx development program:
|
◾ |
Reported positive Phase 2 data in JACC: Basic to Translational Science
|
◾ |
Advanced into a Phase 2b study in patients with hypertension uncontrolled with three or more antihypertensive medications
|
◾ |
Advanced into a Phase 2 study in patients with chronic heart failure with reduced injection fraction
|
o |
Advanced the ongoing Phase 2 study of ION541 in patients with ALS regardless of family history, resulting in a $10 million payment from Biogen
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Program
|
Phase
|
Anticipated Indication
|
H1
|
H2
|
|||
IONIS-PKK-LRx
|
2
|
Hereditary angioedema (top-line data)
|
|||||
IONIS-AGT-LRx
|
2
|
Hypertension
|
|||||
Tominersen
|
3
|
Huntington’s disease
|
|||||
IONIS-ENAC-2.5Rx
|
2
|
Cystic fibrosis
|
•
|
||||
IONIS-GHR-LRx
|
2 + OLE
|
Acromegaly
|
•
|
||||
IONIS-MAPTRx
|
1/2
|
Alzheimer’s disease
|
•
|
||||
IONIS-PKK-LRx
|
2
|
Hereditary angioedema (full data)
|
•
|
||||
Vupanorsen
|
2b
|
sHTG/CVD risk reduction
|
•
|
||||
Tofersen
|
3 (VALOR study)
|
SOD1-ALS
|
•
|
Program
|
Phase
|
Anticipated Indication
|
H1
|
H2
|
|||
SPINRAZA
|
4 (RESPOND)
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SMA, suboptimal gene therapy response
|
|||||
Tofersen
|
3 (ATLAS study)
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Presymptomatic SOD1-ALS
|
|||||
ION363
|
3
|
FUS-ALS
|
|||||
IONIS-AGT-LRx
|
2b
|
Resistant hypertension
|
|||||
IONIS-AGT-LRx
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2
|
Heart failure with reduced ejection fraction
|
|||||
ION373
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2/3
|
Alexander disease
|
|||||
ION224
|
2b
|
NASH
|
•
|
||||
IONIS-APOCIII-LRx
|
3
|
Second TG indication (sHTG)
|
•
|
Three months ended,
|
||||||||
March 31,
|
||||||||
2021
|
2020
|
|||||||
Revenue:
|
||||||||
Commercial revenue:
|
||||||||
SPINRAZA royalties
|
$
|
60
|
$
|
66
|
||||
TEGSEDI and WAYLIVRA revenue, net
|
20
|
15
|
||||||
Licensing and royalty revenue
|
5
|
3
|
||||||
Total commercial revenue
|
85
|
84
|
||||||
R&D Revenue:
|
||||||||
Amortization from upfront payments
|
20
|
21
|
||||||
Milestone payments
|
5
|
23
|
||||||
Other services
|
2
|
5
|
||||||
Total R&D revenue
|
27
|
49
|
||||||
Total revenue
|
$
|
112
|
$
|
133
|
Three months ended,
March 31, |
||||||||
2021
|
2020
|
|||||||
(as revised*)
|
||||||||
(unaudited)
|
||||||||
Revenue:
|
||||||||
Commercial revenue:
|
||||||||
SPINRAZA royalties
|
$
|
60
|
$
|
66
|
||||
TEGSEDI and WAYLIVRA revenue, net
|
20
|
15
|
||||||
Licensing and royalty revenue
|
5
|
3
|
||||||
Total commercial revenue
|
85
|
84
|
||||||
Research and development revenue under collaborative agreements
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27
|
49
|
||||||
Total revenue
|
112
|
133
|
||||||
Expenses:
|
||||||||
Cost of sales
|
3
|
3
|
||||||
Research, development and patent
|
140
|
116
|
||||||
Selling, general and administrative
|
61
|
75
|
||||||
Total operating expenses
|
204
|
194
|
||||||
Loss from operations
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(92
|
)
|
(61
|
)
|
||||
Other income, net
|
2
|
8
|
||||||
Loss before income tax benefit
|
(90
|
)
|
(53
|
)
|
||||
Income tax benefit
|
-
|
3
|
||||||
Net loss
|
$
|
(90
|
)
|
$
|
(50
|
)
|
||
Net loss attributable to noncontrolling interest in Akcea Therapeutics, Inc.
|
-
|
10
|
||||||
Net loss attributable to Ionis Pharmaceuticals, Inc. common stockholders
|
$
|
(90
|
)
|
$
|
(40
|
)
|
||
Basic and diluted net loss per share
|
$
|
(0.64
|
)
|
$
|
(0.28
|
)
|
||
Shares used in computing basic and diluted net loss per share
|
141
|
139
|
Three months ended,
March 31,
|
||||||||
2021
|
2020
|
|||||||
(as revised*)
|
||||||||
(unaudited)
|
||||||||
As reported research, development and patent expenses according to GAAP
|
$
|
140
|
$
|
116
|
||||
Excluding compensation expense related to equity awards
|
(26
|
)
|
(26
|
)
|
||||
Excluding Akcea acquisition and restructured European operations costs
|
(3
|
)
|
-
|
|||||
Non-GAAP research, development and patent expenses
|
$
|
111
|
$
|
90
|
||||
As reported selling, general and administrative expenses according to GAAP
|
$
|
61
|
$
|
75
|
||||
Excluding compensation expense related to equity awards
|
(12
|
)
|
(15
|
)
|
||||
Excluding Akcea acquisition and restructured European operations costs
|
(4
|
)
|
-
|
|||||
Non-GAAP selling, general and administrative expenses
|
$
|
45
|
$
|
60
|
||||
As reported operating expenses according to GAAP
|
$
|
204
|
$
|
194
|
||||
Excluding compensation expense related to equity awards
|
(38
|
)
|
(41
|
)
|
||||
Excluding Akcea acquisition and restructured European operations costs
|
(7
|
)
|
-
|
|||||
Non-GAAP operating expenses
|
$
|
159
|
$
|
153
|
||||
As reported loss from operations according to GAAP
|
$
|
(92
|
)
|
$
|
(61
|
)
|
||
Excluding compensation expense related to equity awards
|
(38
|
)
|
(41
|
)
|
||||
Excluding Akcea acquisition and restructured European operations costs
|
(7
|
)
|
-
|
|||||
Non-GAAP loss from operations
|
$
|
(47
|
)
|
$
|
(20
|
)
|
||
As reported net loss attributable to Ionis
Pharmaceuticals, Inc. common stockholders according to GAAP*
|
$
|
(90
|
)
|
$
|
(40
|
)
|
||
Excluding compensation expense related to equity awards attributable to Ionis Pharmaceuticals, Inc. common stockholders
|
(38
|
)
|
(39
|
)
|
||||
Excluding Akcea acquisition and restructured European operations costs
|
(7
|
)
|
-
|
|||||
Income tax effect related to compensation expense related to equity awards attributable to Ionis Pharmaceuticals, Inc.
common stockholders
|
-
|
8
|
||||||
Non-GAAP net loss attributable to Ionis Pharmaceuticals, Inc. common stockholders*
|
$
|
(45
|
)
|
$
|
(9
|
)
|
March 31,
2021 |
December 31,
2020 |
|||||||
(as revised*)
|
||||||||
(unaudited)
|
||||||||
Assets:
|
||||||||
Cash, cash equivalents and short-term investments
|
$
|
1,820
|
$
|
1,892
|
||||
Contracts receivable
|
23
|
76
|
||||||
Other current assets
|
146
|
162
|
||||||
Property, plant and equipment, net
|
180
|
181
|
||||||
Other assets
|
80
|
79
|
||||||
Total assets
|
$
|
2,249
|
$
|
2,390
|
||||
Liabilities and stockholders’ equity:
|
||||||||
Other current liabilities
|
$
|
126
|
$
|
183
|
||||
Current portion of 1% convertible senior notes, net
|
62
|
309
|
||||||
Current portion of deferred contract revenue
|
107
|
108
|
||||||
1% convertible senior notes, less current portion
|
247
|
-
|
||||||
0.125% convertible senior notes, net
|
541
|
540
|
||||||
Long-term obligations, less current portion
|
83
|
83
|
||||||
Long-term deferred contract revenue
|
402
|
424
|
||||||
Total stockholders’ equity
|
681
|
743
|
||||||
Total liabilities and stockholders’ equity
|
$
|
2,249
|
$
|
2,390
|