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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 2, 1999
SCICLONE PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
California 0-19825 94-3116852
- ----------------- -------------------- -------------------
(State or other (Commission File No.) (IRS Employer
jurisdiction Identification No.)
of incorporation)
901 Mariner's Island Blvd.
Suite 205
San Mateo, California 94404
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 358-3456
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ITEM 5. OTHER EVENTS
On July 2, 1999, SciClone Pharmaceuticals, Inc. sold approximately 1.37
million shares of its common stock, each accompanied by a warrant to purchase
one share of common stock, in a private placement to institutional and
individual accredited investors for an aggregate purchase price of
approximately $2 million.
On July 21, 1999, SciClone Pharmaceuticals, Inc. sold approximately 2.5
million shares of its common stock, each accompanied by a warrant to purchase
one share of common stock, in a private placement to institutional investors
for an aggregate purchase price of approximately $4 million.
A copy of the press releases announcing the financings are attached as
Exhibits 99.1 and 99.2 and are incorporated herein by reference.
ITEM 7. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Press release dated July 6, 1999 announcing the $2
million financing.
99.2 Press release dated July 22, 1999 announcing the
$4 million financing.
</TABLE>
2
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SIGNATURES
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 thereunto duly authorized.
Date: August 3, 1999 SCICLONE PHARMACEUTICALS, INC.
By: /s/ SHAWN K. SINGH
-------------------------------------
Shawn K. Singh
Chief Administrative Officer
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Press release dated July 6,
1999 announcing the $2 million
financing.
99.2 Press release dated July 22,
1999 announcing the $4 million
financing.
</TABLE>
4
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EXHIBIT 99.1
Contact: Shawn K. Singh, J.D.
Chief Administrative Officer
650/358-1451
SCICLONE PHARMACEUTICALS COMPLETES PRIVATE PLACEMENT
-- STRATEGIC FINANCING AIMED AT ACHIEVING 1999 MILESTONES --
San Mateo, CA, July 6, 1999 - SciClone Pharmaceuticals (Nasdaq: SCLN) announced
it has completed a private placement valued at just over $2 million with
institutions and accredited individual investors. The offering consisted of
units including approximately 1.37 million shares of common stock, each
accompanied by a warrant to purchase one share of common stock. Each unit was
priced at $1.46, a 20% premium over the Company's stock price on the closing
date. The Company limited the size of the offering to the cash required to fund
operations and the achievement of corporate milestones at least through the end
of 1999.
"This financing allows us to continue the growth that should position SciClone
to operate profitably by the end of next year," said Donald R. Sellers,
SciClone's President and Chief Executive Officer. "While there was considerable
institutional interest in a larger financing, we decided to minimize dilution
at today's undervalued share prices and to focus on completing the near-term
milestones that should drive our valuation. We believe the investment interest
of these institutions will be even stronger as we achieve our goals during the
remainder of the year and that future financing requirements, if any, will be
at a more favorable cost of capital to the Company and our shareholders."
Sellers said corporate milestones targeted for 1999 include product marketing
approvals in significant new overseas hepatitis markets, results from Phase 2
trials with the Company's drug candidate for cystic fibrosis, CPX, and
additional corporate collaborations aimed at the continued development and
expansion of SciClone's products and markets. He added that the Company's cash
burn rate is steadily declining, driven by increasing ZADAXIN(R) product sales
that continue to grow at a rate which would support profitable operations by
the end of 2000. With the current private placement, an equity investment by
Italy's Sigma-Tau as part of a product marketing collaboration, and a clinical
development grant by the Cystic Fibrosis Foundation, Sciclone has raised more
than $3.5 million during the past three months.
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SCICLONE PHARMACEUTICALS COMPLETES PRIVATE PLACEMENT
July 6, 1999
Page 2 of 2
SciClone Pharmaceuticals is a global biopharmaceutical company that acquires,
develops and commercializes specialist-oriented drugs for treating chronic and
life-threatening diseases, such as hepatitis B, hepatitis C, cystic fibrosis,
cancer and immune system disorders. Press releases and corporate information
from SciClone Pharmaceuticals are available on the Internet at www.sciclone.com
or by calling the Company's Investor Relations Department at 800/724-2566.
SciClone's common stock is listed on the Nasdaq National Market(R) under the
symbol SCLN.
The information in this press release includes certain forward-looking
statements concerning the Company's current expectations regarding future
events, including the Company's expectations regarding funding of operations,
financing and corporate partnering activities, its ability to continue growth
in ZADAXIN sales and to operate profitably by the end of the fourth quarter of
the year 2000. Actual events could differ materially from those projected
herein. Investors should consult the Company's filings with the Securities and
Exchange Commission, particularly the Company's Annual Report on Form 10-K for
the year ended December 31, 1998, for additional information on risks and
uncertainties relating to these forward-looking statements.
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EXHIBIT 99.2
Contact: Shawn K. Singh, J.D.
Chief Administrative Officer
650/358-1451
SCICLONE REPORTS $2 MILLION ZADAXIN(R) SALES IN SECOND QUARTER
AND COMPLETES $4 MILLION INSTITUTIONAL PRIVATE PLACEMENT
San Mateo, CA, July 22, 1999 - SciClone Pharmaceuticals (Nasdaq: SCLN) today
reported financial results for the second quarter ended June 30, 1999 and
announced it has completed a $4 million institutional private placement aimed at
enabling the Company to achieve profitable operations by the end of 2000.
For the second quarter, SciClone reported record ZADAXIN sales of $2,001,000, a
150% increase over the quarter ended June 30, 1998 and a 27% increase over the
first quarter of 1999. Additional second quarter 1999 revenues of $107,000
resulted from the initial installment of a grant from the Cystic Fibrosis
Foundation for phase 2 development of CPX, the Company's drug for cystic
fibrosis. Net loss for the quarter was $1,511,000 ($0.07 per share), compared to
a net loss of $6,848,000 ($0.44 per share) for the second quarter of 1998. Net
loss for the quarter reflects a one-time reversal of an accrual for research and
development expense. Last year's second quarter included a one-time non-cash
expense of $3,143,000. For the six months ended June 30, 1999, SciClone reported
a net loss of $4,134,000 ($0.20 per share), compared to a net loss of
$10,533,000 ($0.68 per share) for the same period in 1998.
SciClone also said it has completed a $4 million private placement with
strategic institutional investors led by Brown Simpson Asset Management and New
York Life Insurance Company. The offering, structured similarly to the Company's
$2 million private placement earlier this month, consisted of units of
approximately 2.5 million shares of common stock, each accompanied by a warrant
to purchase one share of common stock.
"With our sixth consecutive quarter of better than 25% quarter-to-quarter sales
growth we remain right on track to meet our near-term goal of self-sustaining
profitable operations by the end of 2000," said Donald R. Sellers, SciClone's
President and Chief Executive Officer. "We are very pleased to have this strong
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SCICLONE REPORTS $2 MILLION ZADAXIN SALES IN SECOND QUARTER AND COMPLETES $4
MILLION INSTITUTIONAL PRIVATE PLACEMENT
July 22, 1999
Page 2 of 2
group of strategic institutional investors. We believe the $7.5 million we have
raised since April has essentially removed the financial risk from our
near-term goal, and allows management to execute our plan for significant
long-term earnings growth."
The Company's cash and investments currently total approximately $6.4 million.
ZADAXIN is approved for marketing in 14 countries, principally as a treatment
for hepatitis B and hepatitis C. SciClone has filed for ZADAXIN marketing
approval in 19 additional countries.
SciClone Pharmaceuticals is a global biopharmaceutical company that acquires,
develops and commercializes specialist-oriented drugs for treating chronic and
life-threatening diseases, such as hepatitis B, hepatitis C, cystic fibrosis,
cancer and immune system disorders. Press releases and corporate information
from SciClone Pharmaceuticals are available on the Internet at www.sciclone.com
or by calling the Company's Investor Relations Department at 800/724-2566.
SciClone's common stock is listed on the Nasdaq National Market[R] under the
symbol SCLN.
The information in this press release includes certain forward-looking
statements concerning the Company's current expectations regarding future
events, including the Company's expectations regarding funding of operations,
financing and corporate partnering activities, its ability to continue growth
in ZADAXIN sales, to operate profitably and achieve significant earnings growth
by the end of the fourth quarter of the year 2000. Actual events could differ
materially from those projected herein. Actual events or results could differ
materially depending upon a number of factors, including future ZADAXIN sales
in particular. Investors should consult the Company's filings with the
Securities and Exchange Commission, particularly the Company's Annual Report on
Form 10-K for the year ended December 31, 1998, for additional information on
risks and uncertainties relating to these forward-looking statements.
