<PAGE> 1
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): SEPTEMBER 30, 1998
AVIGEN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
0-28272 13-3647113
(Commission File No.) (I.R.S. Employer Identification No.)
1201 HARBOR BAY PARKWAY, SUITE 1000
ALAMEDA, CALIFORNIA 94502
(Address of principal executive offices and zip code)
(510) 748-7150
(Registrant's telephone number, including area code)
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Item 5. Other Matters
In August and September 1998, the Company completed a successful private
placement, raising approximately $2.7 million. In connection with the private
placement the Company issued 1,196,615 shares of Common Stock and Warrants to
acquire 239,323 shares at the closing NASDAQ market price on various dates at
exercise prices ranging from $2.18 to $3.67 per share. The attached August, 1998
unaudited proforma financial statements reflect the proceeds of the private
placement.
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Item 7. Exhibits
Exhibit 1. Press Release Dated October 9, 1998
Exhibit 2. Proforma August 31, 1998 Balance Sheet and Income Statement
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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.
AVIGEN, INC.
DATE: OCTOBER 9, 1998
BY: ________________________________
THOMAS J. PAULSON
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C> <C>
Exhibit 1. Press Release Dated October 9, 1998
Exhibit 2. Proforma August 31, 1998 Balance Sheet
and Income Statement
</TABLE>
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EXHIBIT 1
Contact: Investors
---------
Thomas J. Paulson
Chief Financial Officer
Avigen, Inc.
(510) 748-7150
Media
-----
John Lockhart
Halsted Communications
(800) 600-7111 x 224
FOR IMMEDIATE RELEASE
AVIGEN REPORTS FOURTH QUARTER AND FISCAL 1998 FINANCIAL RESULTS
AND ANNOUNCES SUCCESSFUL PRIVATE PLACEMENT
ALAMEDA, CA, (October 9, 1998) Avigen, Inc. (Nasdaq: AVGN) today reported
financial results for the fourth quarter and year ended June 30, 1998.
For the quarter, Avigen reported a net loss of $2,709,000 compared to a net loss
of $2,115,000 in the fourth quarter of 1997. For fiscal 1998, the Company
reported a net loss of $8,877,000 or $1.22 per share, compared to a net loss of
$5,578,000 or $0.77 per share, for 1997. At June 30, 1998, the Company's cash,
cash equivalents and marketable securities totaled approximately $4.5 million.
Shares issued and outstanding at the fiscal year-end totaled approximately 7.3
million.
Subsequent to its fiscal year end, Avigen completed a successful private
offering of common stock and warrants, raising over $2.7 million in an "at
market" transaction completed in September. In addition, the Company has named
Mark Kay, M.D., Ph.D., a leader in genetic research, to its Scientific Advisory
Board. Dr. Kay and his research team at Stanford University are working on novel
treatments for hemophilia B using AAV vectors. AAV vectors containing a gene for
factor IX and developed by Avigen scientists, have been administered to large
animals with hemophilia. Results from these animals have demonstrated a
substantial correction of blood clotting times that continues to be observed for
over a year since administration. These encouraging results provide a compelling
rationale for initiating a clinical trial in patients. Collaborating with
Katherine High, M.D. at the Children's Hospital of Philadelphia, Avigen expects
to file an IND for the treatment of hemophilia B later this year.
-more-
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EXHIBIT 1
Avigen, Inc., is a gene therapy company involved in the development of gene
therapy products derived from adeno-associated virus (AAV) for the treatment of
inherited and acquired diseases. The Company's proposed gene therapy products
are designed for in vivo administration to achieve the production of therapeutic
proteins within the body. Avigen is focusing its efforts on developing products
to deliver genes for the treatment of anemia, hemophilia, hyperlipidemia,
metabolic storage diseases and blood cell-related diseases, including sickle
cell anemia and beta-thalassemia.
Except for the historical information contained herein, this news release
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results may differ materially from those discussed herein.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in this press release, and in the Company's Annual
Report on Form 10-K for the year ended June 30, 1998.
Avigen's 1998 Annual Report will be distributed in mid-October. For more
information visit our website at www.avigen.com or contact Avigen's Investor
Relations Department at (510) 748-7150.
####
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EXHIBIT 1
SELECTED FINANCIAL INFORMATION
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Year ended
June 30, (unaudited) June 30, (audited)
--------------------------- ---------------------------
(In Thousands, except shares and Per Share Data)
--------------------------- ---------------------------
1998 1997 1998 1997
<S> <C> <C> <C> <C> <C> <C> <C>
Grant revenue $ -0- $ -0- $ -0- $ 98
Expenses:
Research and development 1,811 1,420 6,235 4,033
General and administrative 954 871 2,990 2,352
----------- ----------- ----------- -----------
Total operating expenses 2,765 2,291 9,225 6,385
----------- ----------- ----------- -----------
Loss from operations (2,765) (2,291) (9,225) (6,287)
Other (expense) income 56 176 348 709
----------- ----------- ----------- -----------
Net loss $ (2,709) $ (2,115) $ (8,877) $ (5,578)
=========== =========== =========== ===========
Pro forma net loss per share $ (0.37) $ (0.29) $ (1.22) $ (0.77)
=========== =========== =========== ===========
Shares used in per share
calculation 7,298,271 7,286,146 7,298,271 7,286,146
=========== =========== =========== ===========
Shares issued and outstanding
at year end 7,305,858 7,288,580
=========== ===========
</TABLE>
CONDENSED BALANCE
SHEETS (audited)
<TABLE>
<CAPTION>
June 30, June 30,
1998 1997
<S> <C> <C>
Cash, cash equivalents and short-term investments $ 4,477 $13,039
Property and equipment, net 1,359 1,651
Deposits and other assets 161 70
------- -------
Total assets $ 5,997 $14,760
======= =======
Total liabilities 2,414 2,419
Stockholder's equity 3,583 12,341
------- -------
Total liabilities and stockholder's equity $ 5,997 $14,760
======= =======
</TABLE>
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EXHIBIT 2
AVIGEN, INC.
SELECTED FINANCIAL INFORMATION
CONDENSED STATEMENT OF OPERATIONS (unaudited)
<TABLE>
<CAPTION>
Two Months ended
August 31, 1998
(In Thousands)
------------------
<S> <C>
Grant revenue $ -0-
Expenses:
Research and development 1,166
General and administrative 472
-------
Total operating expenses 1,638
-------
Loss from operations (1,638)
Other (expense) income 30
-------
Net loss $(1,608)
=======
CONDENSED BALANCE SHEETS (unaudited)
Cash, cash equivalents and short-term investments $ 4,515
Stock subscription receivable 965
Property and equipment, net 1,257
Deposits and other assets 275
-------
Total assets $ 7,012
=======
Total liabilities 2,315
Stockholder's equity 4,697
-------
Total liabilities and stockholder's equity $ 7,012
=======
</TABLE>
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EXHIBIT 2
Avigen, Inc.
Notes to Proforma Financial Statements
1. Stock Subscription Receivable
The stock subscription receivable on the condensed balance sheets
(unaudited) is in connection with the private placement. The funds were received
in the month of September 1998.
