Acusphere Announces Further Cost Reductions and Voluntary Filing of Form 15 to Suspend SEC Reporting Obligations
2009年3月4日 - 7:30AM
ビジネスワイヤ(英語)
Acusphere Inc. (OTCBB: ACUS) announced today its plan to
substantially reduce costs while it continues its discussions with
the U.S. Food & Drug Administration (FDA) about the regulatory
path forward for its lead product candidate, Imagify� (Perflubutane
Polymer Microspheres) for Injectable Suspension. These cost
reductions include a reduction in force, the termination of its
lease in Watertown and the consolidation of operations at its
manufacturing facility in Tewksbury, as well as the filing of a
Form 15 with the U.S. Securities and Exchange Commission (�SEC�) to
suspend the company�s SEC reporting obligations. These cost
reductions are in addition to cost reductions previously announced
in February 2009, involving the renegotiation of certain
intellectual property agreements to push certain future payments
into 2013.
After successfully completing a Pre-Approval Inspection (PAI) by
FDA, the Company announced today a planned reduction in force of 40
people, or about two-thirds of its employees, over the next several
weeks. The reductions cut across all functional areas including
manufacturing, quality systems, drug development, regulatory,
finance and administration. These reductions are intended to extend
the Company�s cash position to accommodate continuing discussions
with FDA.
The Company also announced today the signing of an agreement to
terminate the lease of its current Company headquarters in
Watertown, Massachusetts and relocate all Company personnel to its
facility in Tewksbury, Massachusetts. Under the agreement, the
Company makes a one-time payment of $800,000 and forfeits its
security deposit of $997,500. The Company will also make its final
monthly payment of rent for March 2009 and pays estimated operating
expenses of approximately $65,000 per month from April 2009 through
July 1, 2009, unless the lease is terminated earlier by the
landlord.
The Company also announced today that it has voluntarily filed a
Form 15 with the SEC to suspend the company's SEC reporting
obligations. Upon the filing of the Form 15, the Company's
obligation to file periodic and current reports with the SEC,
including Forms 10-K, 10-Q and 8-K, were immediately suspended.
Acusphere expects the registration of its common stock will be
terminated 90 days after the filing of the Form 15 with the SEC. As
a result of the Form 15 filing, the Company's securities will not
be eligible for trading on any national exchange and will no longer
be eligible for trading on the OTC Bulletin Board. Following the
Form 15 filing, the Company's securities may be eligible for
quotation on the Pink Sheets.
An independent committee of Acusphere's Board of Directors voted
unanimously to file the Form 15 after careful consideration of the
advantages and disadvantages of continued reporting to the SEC.
Suspending the Company's SEC reporting obligations will allow it to
avoid the substantial legal, accounting and other expenses
associated with reporting compliance and make those savings
available for continued operation of the business. The suspension
of the Company�s reporting obligations will also enable management
to focus more of its time and efforts on operating the business and
enhancing shareholder value.
Total annualized cash savings from reductions in staff are
estimated to be approximately $3.9 million. The Company estimates
it will take a one-time charge in the first quarter of 2009 of
approximately $0.3 million associated with these reductions. Total
annualized cash savings from the termination of the headquarters
lease are estimated to be approximately $3.6 million with total
savings, net of the one-time payment and deposit forfeiture, of an
estimated $10.6 million through 2012, the original term of the
lease. The Company expects to save approximately $800,000 in 2009
as a result of filing the Form 15 to deregister our shares. These
actions, in combination with the actions announced last month, are
expected to extend the Company�s cash into the third quarter 2009
and provide additional time to explore strategic partnerships and
financing alternatives as we continue to interact with the FDA.
Among the anticipated reductions in staff are Lawrence A.
Gyenes, Acusphere�s Senior Vice President and Chief Financial
Officer, who will leave the Company after completion of the
year-end audit and other transition activities. There is no plan to
replace Mr. Gyenes at this time.
Sherri C. Oberg, Acusphere�s President and Chief Executive
Officer, said, �These decisions are extremely difficult but both
appropriate and necessary given the current financing environment
for life sciences companies, our continued belief that Imagify will
be approved and our improved prospects for financing on more
favorable terms after reaching agreement with FDA on the regulatory
path forward for Imagify. We greatly appreciate the dedicated
efforts of employees who have enabled us to reach this critical
point for Imagify. In particular, I want to extend my thanks and
gratitude to Larry Gyenes who has been an excellent partner for me
and a great leader for the Company as a whole.�
Mr. Gyenes commented, �It has been a distinct pleasure to work
with the many fine people at Acusphere and to play a pivotal role
in helping to extend or add to the available cash to permit the
Company to continue the review process with the FDA. I wish
everyone the best of luck in the weeks and months ahead.�
About Acusphere, Inc.
Acusphere (OTCBB: ACUS) is a specialty pharmaceutical company
that develops new drugs and improved formulations of existing drugs
using its proprietary microsphere technology. We are focused on
developing proprietary drugs that can offer significant benefits
such as improved safety and efficacy, increased patient compliance,
greater ease of use, expanded indications or reduced cost. Our lead
product candidate, ImagifyTM (Perflubutane Polymer Microspheres)
for Injectable Suspension, is a cardiovascular drug for the
detection of coronary artery disease, the leading cause of death in
the United States, for which a New Drug Application (NDA) was
submitted to the U.S. Food & Drug Administration (FDA) in April
2008. Imagify and the Company's other product candidates were
created using proprietary technology that enables Acusphere to
control the porosity and size of nanoparticles and microspheres in
a versatile manner that allows them to be customized to address the
delivery needs of a variety of drugs. For more information about
Acusphere visit the Company's web site at www.acusphere.com.
"Acusphere" and "Imagify" are trademarks of Acusphere, Inc.
Forward-looking Statements
The above press release contains forward-looking statements
which are made pursuant to the safe harbor provisions of Section
21E of the Securities Exchange Act of 1934, including statements
regarding, the NDA submission for Imagify and likelihood of
regulatory approval and the commercial opportunity for Imagify.
There can be no assurance that Imagify will be approved for the
indication the Company is seeking, or at all. The Company's actual
results may differ materially from those anticipated in these
forward-looking statements based upon a number of factors,
including anticipated operating losses and existing capital
obligations, uncertainties associated with research, development,
testing and related regulatory approvals, including uncertainties
regarding regulatory evaluation of the Company's statistical
analysis plan and clinical trial results and uncertainties
regarding the potential effects of not achieving clinical
endpoints, limited time to date for the Company to review the
details of the clinical trial results, future capital needs and
uncertainty of additional financing, uncertainties regarding the
cost, timing and ultimate success of the qualification of the
Company's commercial manufacturing facility in accordance with
applicable regulatory requirements, complex manufacturing, high
quality requirements, lack of commercial manufacturing experience,
dependence on third-party manufacturers, suppliers and
collaborators, uncertainties associated with intellectual property,
competition, loss of key personnel, uncertainties associated with
market acceptance and adequacy of reimbursement, technological
change and government regulation, and other risks and challenges
detailed in the Company's filings with the U.S. Securities and
Exchange Commission, including the Company's Annual Report on Form
10-K for the year ended December 31, 2007 and its Form 10-Q for the
quarter ended September 30, 2008. Readers are cautioned not to
place undue reliance on any forward-looking statements, which speak
only as of the date of this press release. The Company undertakes
no obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect events
or circumstances that occur after the date of this press release or
to reflect the occurrence of unanticipated events.
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