SAN RAMON, Calif., Aug. 14, 2017 (GLOBE NEWSWIRE) -- Galena Biopharma, Inc. (NASDAQ:GALE), a biopharmaceutical
company developing hematology and oncology therapeutics that address unmet medical needs, today reported its financial results for
the quarter ended June 30, 2017.
“Last week we made a transformative announcement to merge with SELLAS Life Sciences Group in what we believe is the
best option for our stockholders,” said Stephen F. Ghiglieri, Interim Chief Executive Officer and Chief Financial Officer. “We
reached out to hundreds of companies through our financial advisor during our review of strategic alternatives; and, after
considerable effort and evaluation of alternative options, we chose SELLAS due to our belief that the combination of our two
development pipelines gives our stockholders the best opportunity for a potential return on their investment in Galena.”
Mr. Ghiglieri continued, “Our assets are synergistic with the SELLAS pipeline, and their galinpepimut-S (GPS)
program has unique advantages for a cancer vaccine that we believe will make a significant impact in the cancer immunotherapy
space. GPS is targeting Wilm’s Tumor 1, or WT1, which is ranked as a leading antigen by the National Cancer Institute and is
present in over 25 different cancer types, giving GPS a potentially broad therapeutic opportunity. Unlike NeuVax, GPS is not HLA
restrictive which broadens the eligible patient population; and, it has the ability to activate both CD4+ and CD8+ T cells to
expand the immune response. And, finally, the ongoing and planned combination trials with the GPS vaccine and checkpoint inhibitors
are part of the next treatment paradigm in cancer immunotherapy. Once the proposed merger is approved, GPS will be the lead program
moving forward.”
“Additionally, SELLAS is committed to supporting the three, ongoing NeuVax™ (nelipepimut-S) investigator sponsored
trials through the end of 2019 and will evaluate the GALE-401 and GALE-301/GALE-302 programs for possible internal development or
partnering to deliver value from those programs to our stockholders as well. The combined company has a series of near term
milestones which could be significant value creating opportunities, including the interim efficacy readout from the NeuVax Phase 2b
trial in HER2 1+/2+ patients, data readouts from two of the GPS trials, and planned trial initiations for GPS in several
indications,” added Mr. Ghiglieri.
Mr. Ghiglieri concluded, “The merger with SELLAS and the steps involved in completing this merger, including a
reverse split of our stock, are necessary to ensure that the combined entity continues to be listed on the NASDAQ Capital Market
and has sufficient access to capital to realize the value of the various clinical programs. I understand this has been a long and
challenging road for many Galena stockholders. Our management and board undertook a diligent effort to reach this point of
combining with SELLAS, and we believe the participation in the combined company offers multiple opportunities for value creation in
the coming quarters. We firmly believe that the promise of the SELLAS assets, combined with its strong leadership team, and a new
board of directors, offer the best opportunity to maximize Galena’s value.”
FINANCIAL REVIEW
Operating loss from Galena’s development programs and general and administrative expenses, classified as continuing
operations, during the three months ended June 30, 2017 was $4.9 million, including $0.2 million in non-cash stock-based
compensation, compared to an operating loss from continuing operations of $9.3 million, including $0.6 million in non-cash
stock-based compensation for the same period in 2016. Operating loss for the first half of 2017 was $10.0 million, including $0.4
million in non-cash stock-based compensation, compared to an operating loss from continuing operations of $18.3 million, including
$1.3 million in non-cash stock-based compensation for the same period in 2016.
Loss from continuing operations for the second quarter of 2017 was $7.1 million, or $0.19 per basic and diluted
share, including $2.2 million in non-operating expense. Income from continuing operations for the second quarter of 2016 was $8.3
million, or $0.91 and $0.90 per basic and diluted share, respectively, including $17.6 million in non-operating income. Loss from
continuing operations for the first half of 2017 was $9.4 million, or $0.29 per basic and diluted share, including $0.6 million in
non-operating income. Loss from continuing operations for the first half of 2016 was $4.8 million, or $0.13 per basic and diluted
share, including a $13.4 million in non-operating income.
Loss from discontinued operations from Galena's former commercial business for the second quarter of 2017 was $1.3
million, or $0.03 per basic and diluted share, compared to $2.9 million, or $0.32 per basic and diluted share, for the same period
of 2016. Loss from discontinued operations for the first half of 2017 was $10.7 million, or $0.34 per basic and diluted share,
compared to $6.3 million, or $0.17 per basic and diluted share, for the same period of 2016. Loss from discontinued operations
during the first half of 2017 includes an accrual for a one-time $7.5 million civil payment settlement, which was recognized in the
first quarter of 2017 in current liabilities of discontinued operations, related to the oral agreement in principle with the U.S.
Attorney’s Office for the District of New Jersey (USAO NJ) and the Department of Justice (DOJ). The final terms and details of this
settlement are subject to change pending the completion and execution of a definitive settlement agreement among Galena and the
USAO NJ and DOJ. The agreement is anticipated to be a global settlement encompassing any potential claims that might be made by
state and federal agencies. There is no assurance that the Galena will be able to complete a definitive settlement agreement on the
final terms of the oral agreement in principle including its financial impact or any future adjustment to the financial
statements.
Net loss for the second quarter of 2017 was $8.4 million, or $0.22 per basic and diluted share, compared to net
income of $5.4 million, or $0.59 and $0.58 per basic and diluted share, respectively, for the same period of 2016. Net loss for the
first half of 2017 was $20.1 million, or $0.63 per basic and diluted share, compared to $11.1 million, or $0.30 per basic and
diluted share, for the same period of 2016.
Galena had cash and cash equivalents of approximately $18.1 million as of June 30, 2017, compared with $18.1
million as of December 31, 2016. During the first half of 2017 Galena used $20.0 million in operating activities offset by
$15.5 million in net proceeds from issuance of common stock and warrants to purchase common stock in February 2017 and $4.5 million
in redemptions of the debenture paid by Galena in shares of common stock which facilitated the release of restricted cash in the
same amount.
SECOND QUARTER AND RECENT HIGHLIGHTS
Operational Highlights
Positive Interim Safety Data on the NeuVax™ (nelipepimut-S) Clinical Trial in Combination with Trastuzumab
in High-Risk HER2 3+ Patients
In April 2017, a poster was presented on the NeuVax investigator-sponsored Phase 2 clinical trial in high-risk, HER2 3+ patients at
the American Association for Cancer Research (AACR) Annual Meeting 2017 in Washington, DC. The Phase 2 is a
multi-center, prospective, randomized, single-blinded, placebo-controlled trial combining NeuVax and trastuzumab in the adjuvant
setting to prevent recurrence in HER2-positive (HER2 3+) breast cancer patients. The poster, entitled, “Pre-specified interim
analysis in a prospective, randomized phase II trial of trastuzumab vs trastuzumab + NeuVax to prevent breast cancer recurrence in
HER2+ breast cancer patients,” presented the interim safety analysis that was initiated after enrollment of the
50th patient in the trial (vaccine group (VG) n=22, control group (CG) n=28). The analysis demonstrated that the
agent is well tolerated with no increased cardiotoxicity associated with giving NeuVax in combination with trastuzumab.
Corporate Highlights
Entry into Merger Agreement with SELLAS Life Sciences Group
On August 8, 2017, Galena and SELLAS Life Sciences Group Ltd, a privately-held, oncology-focused, clinical stage biopharmaceutical
company, jointly announced they entered into an all stock definitive merger agreement under which SELLAS will merge into and become
an indirect, wholly-owned subsidiary of Galena. The combined company will be renamed SELLAS Life Science Group, Inc. The
proposed merger, if completed, will result in a combined company focused on the development of novel treatments for
cancer. The proposed merger is expected to close in the fourth quarter of 2017, subject to the approval of Galena stockholders
and other customary closing conditions.
Reached Binding Term Sheet in In Re Galena Biopharma, Inc.
As reported on its Current Report of Form 8-K filed on July 28, 2017, Galena entered into a binding settlement term sheet to settle
the litigation currently pending in the Court of Chancery of the State of Delaware, captioned In re Galena Biopharma,
Inc., C . A . No. 2017 - 0423 - JTL. The settlement resolves the putative stockholder class action claims
against the defendants, Galena and/or certain of its current and former officers and directors, as well as Galena’s petition to
validate certain corporate actions. The settlement will not become effective until approved by the court. Under the terms of the
settlement, the class will receive a settlement payment of $1.3 million, in addition to attorney fees in an amount to be approved.
The settlement payment of $1.3 million consists of $50,000 in cash to be paid by the defendants or their insurers and $1,250,000 in
unrestricted shares of the Galena’s common stock pursuant to the terms and conditions of the settlement. Any amounts awarded by the
Court for attorneys’ fees will be paid in part by the settlement fund and in part by the Company’s insurance carriers.
Reached Agreement in Principle with the U.S. Attorney’s Office for the District of New Jersey (USAO NJ) and
the Department of Justice (DOJ)
In its Annual Report on Form 10-K filed on May 10, 2017, Galena previously announced it had reached an oral agreement in principle
with USAO NJ and DOJ regarding the material terms of a settlement related to the USAO NJ and DOJ's investigation. The final terms
and details of this settlement are subject to change pending the completion and execution of a definitive civil settlement
agreement among Galena and the USAO NJ and DOJ as well as the settlement of any claims that might be made by state agencies and
federal agencies such as U.S. Department of Defense, the Office of Personnel Management, the Office of Inspector General for the
U.S. Department of Health and Human Services. The agreement in principle involves a non-criminal resolution and a civil payment,
the terms of which are being negotiated with the USAO NJ and DOJ, of approximately $7.5 million, plus interest accrued since the
date of reaching an agreement in principle, in return for a release of government claims in connection with the investigation.
Settlement with the Securities and Exchange Commission
In December 2016, Galena and its former CEO, Mark Ahn, reached an agreement in principle to a proposed settlement that would
resolve an investigation by the staff of the Securities and Exchange Commission (SEC) involving conduct in the period 2012-2014
regarding the commissioning of internet publications by outside promotional firms. On April 10, 2017, the SEC made an announcement
that marks a formal conclusion to the SEC investigation of Galena.
| GALENA BIOPHARMA, INC. |
| CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS |
| (unaudited) |
| (Amounts in thousands, except share and per
share data) |
| |
| |
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| |
2017 |
|
2016 |
|
2017 |
|
2016 |
| Operating expenses: |
|
|
|
|
|
|
|
| Research and development |
$ |
2,044 |
|
|
$ |
6,175 |
|
|
$ |
4,406 |
|
|
$ |
11,618 |
|
| General and administrative |
2,867 |
|
|
3,117 |
|
|
5,593 |
|
|
6,642 |
|
| Total operating expenses |
4,911 |
|
|
9,292 |
|
|
9,999 |
|
|
18,260 |
|
| Operating loss |
(4,911 |
) |
|
(9,292 |
) |
|
(9,999 |
) |
|
(18,260 |
) |
| Non-operating income (expense): |
|
|
|
|
|
|
|
| Litigation settlements |
(1,300 |
) |
|
(1,800 |
) |
|
(1,300 |
) |
|
(1,800 |
) |
| Change in fair value of warrants potentially settleable in cash |
(185 |
) |
|
14,392 |
|
|
3,707 |
|
|
10,520 |
|
| Interest expense, net |
(687 |
) |
|
(519 |
) |
|
(1,660 |
) |
|
(611 |
) |
| Change in fair value of the contingent purchase price liability |
(19 |
) |
|
5,497 |
|
|
(132 |
) |
|
5,327 |
|
| Total non-operating income (expense), net |
(2,191 |
) |
|
17,570 |
|
|
615 |
|
|
13,436 |
|
| Income (loss) from continuing operations |
$ |
(7,102 |
) |
|
$ |
8,278 |
|
|
$ |
(9,384 |
) |
|
$ |
(4,824 |
) |
| Discontinued operations |
|
|
|
|
|
|
|
| Loss from discontinued operations |
(1,302 |
) |
|
(2,889 |
) |
|
(10,738 |
) |
|
(6,280 |
) |
| Net loss |
$ |
(8,404 |
) |
|
$ |
5,389 |
|
|
$ |
(20,122 |
) |
|
$ |
(11,104 |
) |
| Net income (loss) per common share, basic: |
|
|
|
|
|
|
|
| Basic net income (loss) per share, continuing operations |
$ |
(0.19 |
) |
|
$ |
0.91 |
|
|
$ |
(0.29 |
) |
|
$ |
(0.13 |
) |
| Basic net loss per share, discontinued operations |
$ |
(0.03 |
) |
|
$ |
(0.32 |
) |
|
$ |
(0.34 |
) |
|
$ |
(0.17 |
) |
| Basic net income (loss) per share |
$ |
(0.22 |
) |
|
$ |
0.59 |
|
|
$ |
(0.63 |
) |
|
$ |
(0.30 |
) |
| Weighted-average common shares outstanding, basic |
37,421,273 |
|
|
9,101,730 |
|
|
31,944,243 |
|
|
9,035,173 |
|
| |
|
|
|
|
|
|
|
| Net income (loss) per common share, diluted: |
|
|
|
|
|
|
|
| Diluted net income (loss) per share, continuing operations |
$ |
(0.19 |
) |
|
$ |
0.90 |
|
|
$ |
(0.29 |
) |
|
$ |
(0.13 |
) |
| Diluted net loss per share, discontinued operations |
$ |
(0.03 |
) |
|
$ |
(0.32 |
) |
|
$ |
(0.34 |
) |
|
$ |
(0.17 |
) |
| Diluted net income (loss) per share |
$ |
(0.22 |
) |
|
$ |
0.58 |
|
|
$ |
(0.63 |
) |
|
$ |
(0.30 |
) |
| Weighted-average common shares outstanding, diluted |
37,421,273 |
|
|
9,273,867 |
|
|
31,944,243 |
|
|
9,035,173 |
|
| GALENA BIOPHARMA, INC. |
| CONDENSED CONSOLIDATED BALANCE
SHEETS |
| (unaudited) |
| (Amounts in thousands) |
| |
| |
June 30, 2017 |
|
December 31, 2016 |
| ASSETS |
|
|
|
| Current assets: |
|
|
|
| Cash and cash equivalents |
$ |
18,073 |
|
|
$ |
18,083 |
|
| Restricted cash |
13,597 |
|
|
18,022 |
|
| Prepaid expenses and other current assets |
434 |
|
|
581 |
|
| Current assets of discontinued operations |
189 |
|
|
813 |
|
| Total current assets |
32,293 |
|
|
37,499 |
|
| Equipment and furnishings, net |
148 |
|
|
199 |
|
| In-process research and development |
12,864 |
|
|
12,864 |
|
| GALE-401 rights |
9,255 |
|
|
9,255 |
|
| Goodwill |
5,898 |
|
|
5,898 |
|
| Deposits |
96 |
|
|
96 |
|
| Total assets |
$ |
60,554 |
|
|
$ |
65,811 |
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
| Current liabilities: |
|
|
|
| Accounts payable |
$ |
385 |
|
|
$ |
840 |
|
| Accrued expense and other current liabilities |
2,634 |
|
|
4,292 |
|
| Litigation settlement payable |
1,300 |
|
|
950 |
|
| Fair value of warrants potentially settleable in cash |
8,510 |
|
|
1,860 |
|
| Current portion of long-term debt |
13,025 |
|
|
16,397 |
|
| Current liabilities of discontinued operations |
8,685 |
|
|
6,059 |
|
| Total current liabilities |
34,539 |
|
|
30,398 |
|
| Deferred tax liability, non-current |
5,661 |
|
|
5,661 |
|
| Contingent purchase price consideration, net of current portion |
1,227 |
|
|
1,095 |
|
| Total liabilities |
41,427 |
|
|
37,154 |
|
| Stockholders’ equity |
19,127 |
|
|
28,657 |
|
| Total liabilities and stockholders’ equity |
$ |
60,554 |
|
|
$ |
65,811 |
|
| |
|
|
|
|
|
|
|
About Galena Biopharma
Galena Biopharma, Inc. is a biopharmaceutical company developing hematology and oncology therapeutics that address
unmet medical needs. Galena’s pipeline consists of multiple mid-to-late-stage clinical assets led by its hematology asset,
GALE-401, and its novel cancer immunotherapy programs including NeuVax™ (nelipepimut-S) and GALE-301/GALE-302. For more
information, visit www.galenabiopharma.com.
Additional Information about the Proposed Merger between Galena Biopharma, Inc. and SELLAS Life
Sciences Group Ltd and Where to Find It
In connection with the proposed merger, Galena Biopharma, Inc. and SELLAS Life Sciences Group Ltd intend to file
relevant materials with the Securities and Exchange Commission, or the SEC, including a registration statement on Form S-4 that
will contain a proxy statement / prospectus / information statement. Galena and SELLAS will mail the final proxy
statement / prospectus / information statement to their respective stockholders. Investors and stockholders of
Galena and SELLAS are urged to read these materials when they become available because they will contain important information
about Galena, SELLAS and the proposed merger. The proxy statement / prospectus / information statement and other relevant
materials (when they become available), and any other documents filed by Galena with the SEC, may be obtained free of charge at the
SEC web site at www.sec.gov. In addition, copies of the documents filed with the SEC by Galena will be
available free of charge on the Company’s website at www.galenabiopharma.com (under “Investors” – “Financials”) or by directing a written
request to: Galena Biopharma, Inc., 2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583, Attention: Investor Relations or by
email to: ir@galenabiopharma.com. Investors and stockholders are urged to read the proxy statement /
prospectus / information statement and the other relevant materials when they become available before making any voting or
investment decision with respect to the proposed merger.
Non-Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Galena and its directors and executive officers and SELLAS and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from the stockholders of Galena in connection with the proposed transaction.
Information regarding the special interests of these directors and executive officers in the proposed merger will be included in
the proxy statement /prospectus /information statement referred to above. Additional information regarding the directors and
executive officers of Galena is also included in Galena’s proxy statement for its 2017 Annual Meeting of Stockholders, which was
filed with the SEC on April 20, 2017. These documents are available free of charge at the SEC’s web site (www.sec.gov) and from Investor Relations at Galena at the addresses provided above.
Forward-Looking Statements
This press release contains statements that include the words “expect,” “intend,” “plan,” “believe,” “project,”
“estimate,” “may,” “should,” “anticipate,” “will” and similar statements of a future or forward looking nature identify
forward-looking statements for purposes of the federal securities laws and otherwise. Forward-looking statements are neither
historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and
assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the
economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. There
are or will be important factors that could cause actual results to differ materially from those indicated in these statements.
These forward-looking statements include, but are not limited to, statements regarding strategy, future operations, future
financial position, prospects, plans and objectives of management are forward-looking statements. Examples of such statements
include, but are not limited to, statements relating to the structure, timing and completion of the proposed merger; the combined
company’s listing on the NASDAQ Capital Market after closing of the proposed merger; expectations regarding the resources of the
combined company; the combined company’s ability to successfully initiate and complete clinical trials; anticipated milestones; the
nature, strategy and focus of the combined company; and the development potential of any product candidates of the combined
company. The combined company may not actually achieve the plans, carry out the intentions or meet the expectations or projections
disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such
statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could
differ materially from those projected in the forward-looking statements as a result of many factors, including, without
limitation, risks and uncertainties associated with stockholder approval of and the ability to consummate the proposed merger
through the process being conducted by Galena and SELLAS, the ability to project future cash utilization and reserves needed for
contingent future liabilities and business operations, the availability of sufficient resources of the combined company to meet its
business objectives and operational requirements, the fact that the results of earlier studies and trials may not be predictive of
future clinical trial results, the protection and market exclusivity provided by SELLAS’ intellectual property, risks related to
the drug discovery and the regulatory approval process and the impact of competitive products and technological changes. Further,
such statements included, but are not limited to, statements about the evaluation of strategic alternatives, the timetable for
completing the evaluation of strategic alternatives, the progress of the development of Galena’s product candidates, patient
enrollment in our clinical trials, the progress and timing of our development activities, Galena’s current and prospective
financial condition, liquidity and access to capital, present or future licensing, collaborative or financing arrangements,
expected outcomes with regulatory agencies, projected market opportunities for product candidates, future expectations, plans and
prospects for the final agreements among the U.S. Attorney’s Office for the District of New Jersey (“USAO NJ”) and the Department
of Justice (“DOJ”) and the Company, the settlement terms among USAO NJ, DOJ and the Company, the settlement of any claims that
might be made by state agencies in the future, the settlement terms with federal agencies such as U.S. Department of Defense, the
Office of Personnel Management, the Office of Inspector General for the U.S. Department of Health and Human Services, and other
future events or that otherwise relate to future periods. These forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including those identified under “Risk Factors” in Galena’s Annual Report on Form 10-K for the year
filed with the SEC on March 15, 2017, and the Quarterly Report on Form 10-Q, filed with the SEC on May 10, 2017 and in subsequently
filed Form 10-Qs. Actual results may differ materially from those contemplated by these forward-looking statements. Galena does not
undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur
after the date of this press release.
NeuVax is a trademark of Galena Biopharma, Inc.
Source: Galena Biopharma, Inc.
Contact: Remy Bernarda SVP, Investor Relations & Corporate Communications (925) 498-7709 ir@galenabiopharma.com
