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): August 5, 2021
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization)
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(Commission file number)
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(I.R.S. employer identification no.)
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (212 )
672-9100
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 (see General Instruction A.2. below):
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 |
Results of Operations and Financial Condition
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On August 5, 2021, SIGA Technologies, Inc. (the “Company”) issued a press release (the “Press Release”) announcing its
financial results for the three and six months ended June 30, 2021.
Pursuant to General Instruction B.2 of Form 8-K, the information contained in, or incorporated into, this Item 2.02, including
the Press Release, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
The full text of the Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits
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(d) The following exhibits are included in this report:
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Exhibit
No.
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Description
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Press Release, dated August 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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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
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SIGA TECHNOLOGIES, INC.
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By:
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/s/ Daniel J. Luckshire
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Name:
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Daniel J. Luckshire
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Title:
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Chief Financial Officer
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Date: August 5, 2021
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Exhibit 99.1
SIGA Reports Financial Results for Three and Six Months Ended June 30, 2021
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Approximately $7 Million in International Sales of Oral TPOXX® in the Second Quarter -
- Authorization
of Additional $50 Million Share Repurchase Program -
- Corporate
Update Conference Call Today at 4:30 PM ET
August 5, 2021, 4:05 pm ET
NEW YORK -- SIGA Technologies, Inc. (SIGA) (NASDAQ: SIGA), a commercial-stage pharmaceutical company, today reported financial results for the three and six months
ended June 30, 2021.
“SIGA’s second quarter financial results show a steady continuing positive result of international revenues,” said Phil Gomez, CEO of SIGA. “In the second quarter,
we had $7 million of international revenues from oral TPOXX® deliveries to Canada, building on $3 million of international revenues from Canadian deliveries in the first quarter. These sales represent our first success in a multi-year initiative
to build an international business for oral TPOXX®. In coordination with Meridian Medical Technologies (“Meridian”) (through our international promotion agreement), we continue to actively work toward turning opportunities into additional
sales. Specifically, we are currently working with Meridian in a new foreign jurisdiction toward finalizing an order that would be similar in size to the initial orders received from Canada in 2020 and early 2021. The timing of the completion
of the order has been, and may continue to be impacted by the COVID-19 pandemic.
Summary Financial Results
($ in millions, except per share amounts)
($ in millions, except per share amounts)
Second Quarter 2021 in comparison to Second Quarter 2020
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Three Months
Ended June 30,
2021
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Three Months
Ended June 30,
2020
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Total Revenues
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$8.7
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$40.3
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Operating Income (1)
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$0.0
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$28.8
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Income before Income Taxes (1)
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$0.5
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$27.2
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Net Income
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$0.2
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$20.9
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Diluted (Loss) Income per Share
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($0.00) per share
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$0.26 per share
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Six Months Ended June 30, 2021 in comparison to Six Months Ended June 30, 2020
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Six Months
Ended June 30,
2021
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Six Months
Ended June 30,
2020
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Total Revenues
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$13.5
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$43.0
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Operating (Loss) Income (1)
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$(2.0)
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$24.8
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(Loss) Income before Income Taxes (1)
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$(0.6)
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$15.6
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Net (Loss) Income
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$(0.6)
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$12.0
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Diluted (Loss) Income per Share
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($0.03) per share
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$0.15 per share
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(1) Operating Income / (Loss) excludes, and Income / (Loss) before Income Taxes includes, costs in connection with the retirement of the
Company’s term loan, interest expense, interest income and adjustments to the fair value of the Company’s outstanding warrant. Both line items exclude the impact of income taxes.
Key Activities for the Quarter:
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•
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In April 2021, the Company delivered approximately $7 million of oral TPOXX® to PHAC under the contract that was awarded in January 2021
(“2021 PHAC Contract”). The 2021 PHAC Contract, as well as the contract for the procurement of oral TPOXX® with the Canadian Military, were coordinated between SIGA and Meridian under the international promotion
agreement that was entered into by the parties in June 2019.
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•
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In April 2021, the Company filed a new drug application ("NDA") with the U.S. Food and Drug Administration (“FDA”) for the intravenous
formulation of TPOXX (“IV TPOXX®”). The approval of a second formulation of TPOXX® would increase the addressable patient population to those who are too ill to swallow oral capsules. The FDA review
process will typically take 10 months for this type of submission.
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Share Repurchase Activity
During the second quarter of 2021, SIGA repurchased approximately 1.0 million shares of its common stock, for approximately $6.6 million. Since
the inception of the current share repurchase program in March 2020, the Company has cumulatively repurchased approximately 6.5 million shares of its common stock for approximately $42 million.
Authorization of Additional $50 Million Share Repurchase Program
The Board of Directors authorized an additional share repurchase program (“New Repurchase Authorization”) under which the Company may repurchase up to $50
million of the Company’s common stock through December 31, 2023. Shares can be repurchased under the New Repurchase Authorization once the maximum amount allowed to be repurchased under the current program, which was authorized in March
2020, has been repurchased, or once such program has expired. The timing and actual number of shares repurchased, if any, under the New Repurchase Authorization will depend on a variety of factors, including: exercise of procurement
options under government contracts, alternative opportunities for strategic uses of cash, the stock price of the Company’s common stock, market conditions, and other corporate liquidity requirements and priorities. This repurchase program
does not obligate the Company to acquire a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time. Repurchases under the program may be made from time to time at the Company’s discretion in
open market transactions, through block trades, in privately negotiated transactions, and pursuant to any trading plan that may be adopted by the Company’s management in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as
amended, or otherwise.
Conference Call and Webcast
SIGA will host a conference call and webcast to provide a business update today, Thursday, August 5, 2021, at 4:30 P.M. ET.
Participants may access the call by dialing 1-800-920-3359 for domestic callers or 1-312-429-0433 for international callers. A live webcast of the call will
also be available on the Company's website at www.siga.com under the 'Events & Presentations' tab in the Investor Relations section, or by clicking here. Please log in approximately 5-10 minutes prior to the scheduled start time.
A replay of the call will be available for two weeks by dialing 1-844-512-2921 for domestic callers or 1-412-317-6671 for international callers and using
Conference ID: 21996123. The archived webcast will be available in the Events and Presentations section of the Company's website.
ABOUT SIGA TECHNOLOGIES, INC. and TPOXX®
SIGA Technologies, Inc. is a commercial-stage pharmaceutical company focused on the health security market. Health security comprises countermeasures for
biological, chemical, radiological and nuclear attacks (biodefense market), vaccines and therapies for emerging infectious diseases, and health preparedness. Our lead product is TPOXX®, also known as tecovirimat and ST-246®, an
orally administered and IV formulation antiviral drug for the treatment of human smallpox disease caused by variola virus. TPOXX® is a novel small-molecule drug and the US maintains a stockpile of 1.7 million courses in the
Strategic National Stockpile under Project BioShield. The oral formulation of TPOXX® was approved by the FDA for the treatment of smallpox in 2018. The full label is here:
https://dailymed.nlm.nih.gov/dailymed/drugInfo.cfm?setid=fce826ab-4d6a-4139-a2ee-a304a913a253. In September 2018, SIGA signed a contract potentially worth more than $600 million with BARDA for additional procurement and development
related to both oral and intravenous formulations of TPOXX®. For more information about SIGA, please visit www.siga.com.
About Smallpox1
Smallpox is a contagious, disfiguring and often deadly disease that has affected humans for thousands of years. Naturally occurring smallpox was eradicated
worldwide by 1980, the result of an unprecedented global immunization campaign. Samples of smallpox virus have been kept for research purposes. This has led to concerns that smallpox could someday be used as a biological warfare agent. A
vaccine can prevent smallpox, but the risk of the current vaccine's side effects is too high to justify routine vaccination for people at low risk of exposure to the smallpox virus.
1 http://www.mayoclinic.org/diseases-conditions/smallpox/basics/definition/con-20022769
COVID-19 Pandemic
The COVID-19 pandemic has caused significant societal and economic disruption. Such disruption, and the associated risks and costs, are
expected to continue for an indeterminate period of time. Given the uncertain scale, scope, and current and future impact of the pandemic, the Company is regularly reviewing business and financial risks, and seeking coordination with its
government partners with respect to the performance of current and future contract timing and execution. Additionally, the Company is coordinating closely with service providers and vendors, in particular contract manufacturing
organizations that constitute our supply chain, with respect to actions and risks caused by the COVID-19 pandemic. Finally, the Company has proactively provided its employees with resources and other support to help ensure continued
success in remote work settings as they navigate the current pandemic environment.
The COVID-19 pandemic has not adversely affected the liquidity position of the Company, nor is it currently expected to have a material adverse effect on
the financial condition of the Company. The pandemic has and may continue to delay the timing of international contract awards for oral TPOXX® given the need of government officials to focus on meeting the demands of the current
COVID-19 pandemic. Additionally, the pandemic could result in a slower pace of product deliveries if the pandemic results in shortages or delays in the receipt by the supply chain of raw materials and other essential items for
manufacturing. Otherwise, the pandemic is not currently expected to have a material adverse effect on the short-term financial results of the Company, although the Company cannot provide assurances as to the ultimate impact of the
pandemic upon the broader macro environment or the Company’s industry.
FORWARD-LOOKING STATEMENTS
This press release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.
Such forward-looking statements are subject to various known and unknown risks and uncertainties, and SIGA cautions you that any forward-looking information provided by or on behalf of SIGA is not a guarantee of future performance. More
detailed information about SIGA and risk factors that may affect the realization of forward-looking statements, including the forward-looking statements in this press release, is set forth in SIGA's filings with the Securities and
Exchange Commission, including SIGA's Annual Report on Form 10-K for the year ended December 31, 2020, and in other documents that SIGA has filed with the SEC. SIGA urges investors and security holders to read those documents free of
charge at the SEC's web site at http://www.sec.gov. Interested parties may also obtain those documents free of charge from SIGA. Forward-looking statements are current only as of the date on which such statements were made, and except
for our ongoing obligations under the United States of America federal securities laws, we undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events, or otherwise.
The information contained in this press release does not necessarily reflect the position or the policy of the Government and no
official endorsement should be inferred.
Investor Contacts:
Laine Yonker, Edison Group
lyonker@edisongroup.com
Michael Crawford, Edison Group
mcrawford@edisongroup.com
SIGA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
As of
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June 30, 2021
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December 31, 2020
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ASSETS
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Current assets
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Cash and cash equivalents
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$
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98,486,013
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$
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117,890,240
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Accounts receivable
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7,206,135
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3,340,263
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Inventory
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19,599,891
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20,265,519
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Prepaid expenses and other current assets
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1,774,218
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2,112,069
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Total current assets
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127,066,257
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143,608,091
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Property, plant and equipment, net
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2,597,296
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2,103,990
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Deferred income taxes, net
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2,731,473
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2,544,053
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Goodwill
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898,334
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898,334
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Other assets
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392,665
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676,923
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Total assets
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$
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133,686,025
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$
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149,831,391
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities
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Accounts payable
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$
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675,403
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$
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1,278,217
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Accrued expenses and other current liabilities
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7,295,055
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9,205,293
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Total current liabilities
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7,970,458
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10,483,510
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Warrant liability
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5,278,141
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6,639,211
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Other liabilities
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3,716,464
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2,915,401
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Total liabilities
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16,965,063
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20,038,122
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Commitments and contingencies
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Stockholders’ equity
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Common stock ($.0001 par value, 600,000,000 shares authorized, 75,389,417 and 77,195,704, issued and
outstanding at June 30, 2021 and December 31, 2020, respectively)
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7,539
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7,720
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Additional paid-in capital
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225,678,876
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224,978,430
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Accumulated deficit
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(108,965,453
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)
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(95,192,881
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)
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Total stockholders’ equity
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116,720,962
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129,793,269
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Total liabilities and stockholders’ equity
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$
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133,686,025
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$
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149,831,391
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SIGA TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
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Three Months Ended June 30,
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Six Months Ended June 30,
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2021
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2020
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2021
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2020
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Revenues
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Product sales and supportive services
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$
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6,924,162
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$
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38,624,450
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$
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10,447,505
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$
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38,737,459
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Research and development
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1,729,127
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1,724,327
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3,019,528
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4,231,083
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Total revenues
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8,653,289
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40,348,777
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13,467,033
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42,968,542
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Operating expenses
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Cost of sales and supportive services
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995,990
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4,796,768
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1,246,838
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4,905,863
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Selling, general and administrative
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5,216,059
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3,870,927
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9,272,243
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7,046,952
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Research and development
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2,263,971
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2,709,743
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4,566,756
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5,859,847
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Patent expenses
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176,167
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174,203
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369,501
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356,800
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Total operating expenses
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8,652,187
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11,551,641
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15,455,338
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18,169,462
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Operating income/(loss)
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1,102
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28,797,136
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(1,988,305
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)
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24,799,080
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Gain/(loss) from change in fair value of warrant liability
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442,269
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(1,619,587
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1,361,070
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(1,635,652
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Loss on extinguishment of Term Loan
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-
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-
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-
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(4,981,461
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Interest expense
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-
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-
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-
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(3,016,817
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Other income, net
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24,235
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31,931
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49,803
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444,295
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Income/(loss) before income taxes
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467,606
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27,209,480
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(577,432
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)
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15,609,445
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Provision for income taxes
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(298,406
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)
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(6,319,322
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(65,473
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(3,616,816
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Net and comprehensive income/(loss)
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$
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169,200
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$
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20,890,158
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$
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(642,905
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)
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$
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11,992,629
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Basic income/(loss) per share
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$
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0.00
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$
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0.26
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$
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(0.01
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)
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$
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0.15
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Diluted (loss)/income per share
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$
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(0.00
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)
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$
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0.26
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$
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(0.03
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)
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$
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0.15
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||||||
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Weighted average shares outstanding: basic
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75,810,641
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80,340,695
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76,281,211
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80,790,400
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||||||||||||
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Weighted average shares outstanding: diluted
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76,660,054
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80,516,863
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77,128,973
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80,959,812
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