6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November, 2018

Commission File Number: 001-36815

 

 

Ascendis Pharma A/S

(Exact Name of Registrant as Specified in Its Charter)

 

 

Tuborg Boulevard 12

DK-2900 Hellerup

Denmark

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒                 Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


INCORPORATION BY REFERENCE

Exhibits 99.1 and 99.2 of this report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-203040, 333-210810, 333-211512, 333-213412, 333-214843 and 333-216883) and Form F-3 (Registration Numbers 333-209336, 333-211511, 333-216882, 333-223134 and 333-225284) of Ascendis Pharma A/S (the “Company”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

 

Furnished as exhibits to this Report on Form 6-K is information regarding the Company’s financial results for the fiscal quarter ended September 30, 2018.

Exhibits

 

Exhibit No.

  

Description

  99.1    Unaudited Condensed Consolidated Interim Financial Statements.
  99.2    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
  99.3    Press Release dated November 28, 2018.
101.INS    XBRL Instance Document.
101.SCH    XBRL Taxonomy Extension Schema Document.
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document.
101.IAB    XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document.


SIGNATURES

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.

 

   Ascendis Pharma A/S
Date: November 28, 2018   

    By: /s/ Michael Wolff Jensen                                    

    Michael Wolff Jensen

    Chairman and Senior Vice President, General Counsel

EX-99.1
Table of Contents

Exhibit 99.1

ASCENDIS PHARMA A/S

INDEX TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

     Page  

Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income / (Loss) for the Three and Nine Months Ended September 30, 2018 and 2017

     F-2  

Unaudited Condensed Consolidated Interim Statements of Financial Position as of September 30, 2018 and December 31, 2017

     F-3  

Unaudited Condensed Consolidated Interim Statements of Changes in Equity at September 30, 2018 and 2017

     F-4  

Unaudited Condensed Consolidated Interim Cash Flow Statements for the Nine Months Ended September 30, 2018 and 2017

     F-5  

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

     F-6  


Table of Contents

Unaudited Condensed Consolidated Interim Statements of Profit or Loss

and Other Comprehensive Income / (Loss) for the Three and Nine Months Ended September 30

 

           

Three Months Ended

September 30

    Nine Months Ended
September 30
 
     Notes      2018     2017     2018     2017  
            (EUR’000)     (EUR’000)  

Revenue

     4        20       434       66       1,250  

Research and development costs

        (31,511     (29,067     (102,286     (71,555

General and administrative expenses

        (6,796     (2,840     (16,684     (9,396
     

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit / (loss)

        (38,287     (31,473     (118,904     (79,701

Finance income

        4,262       165       20,532       453  

Finance expenses

        (42     (2,809     (53     (10,765
     

 

 

   

 

 

   

 

 

   

 

 

 

Profit / (loss) before tax

        (34,067     (34,117     (98,425     (90,013

Tax on profit / (loss) for the period

        100       240       306       291  
     

 

 

   

 

 

   

 

 

   

 

 

 

Net profit / (loss) for the period

        (33,967     (33,877     (98,119     (89,722
     

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income / (loss)

           

Items that may be reclassified subsequently to profit or loss:

           

Exchange differences on translating foreign operations

        (9     (5     (16     41  
     

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income / (loss) for the period, net of tax

        (9     (5     (16     41  
     

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income / (loss) for the period, net of tax

        (33,976     (33,882     (98,135     (89,681

Profit / (loss) for the period attributable to owners of the Company

        (33,967     (33,877     (98,119     (89,722

Total comprehensive income / (loss) for the period attributable to owners of the Company

        (33,976     (33,882     (98,135     (89,681
     

 

 

   

 

 

   

 

 

   

 

 

 
            EUR     EUR     EUR     EUR  

Basic and diluted earnings / (loss) per share

        (0.81     (1.04     (2.41     (2.76

Number of shares used for calculation (basic and diluted) (1)

        41,888,908       32,607,497       40,757,686       32,513,641  
     

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

A total of 4,480,805 warrants outstanding as of September 30, 2018 can potentially dilute earnings per share in the future, but have not been included in the calculation of diluted earnings per share because they are antidilutive for the periods presented. Similarly, a total of 3,698,895 warrants outstanding as of September 30, 2017 are also considered antidilutive for the periods presented and have not been included in the calculation.

 

F-2


Table of Contents

Unaudited Condensed Consolidated Interim Statements of Financial Position

 

     Notes      September 30,
2018
     December 31,
2017
 
            (EUR’000)  

Assets

     

Non-current assets

        

Intangible assets

        3,495        3,495  

Property, plant and equipment

        3,513        2,557  

Deposits

        1,241        293  
     

 

 

    

 

 

 
        8,249        6,345  

Current assets

        

Trade receivables

        21        188  

Other receivables

        2,750        1,410  

Prepayments

        12,390        6,907  

Income taxes receivable

        1,491        778  

Cash and cash equivalents

        310,333        195,351  
     

 

 

    

 

 

 
        326,985        204,634  
     

 

 

    

 

 

 

Total assets

        335,234        210,979  
     

 

 

    

 

 

 

Equity and liabilities

        

Equity

        

Share capital

     7        5,645        4,967  

Distributable equity

        298,560        182,244  
     

 

 

    

 

 

 

Total equity

        304,205        187,211  
     

 

 

    

 

 

 

Current liabilities

        

Trade payables and other payables

        31,021        23,768  

Income taxes payable

        8        —    
     

 

 

    

 

 

 

Total liabilities

        31,029        23,768  
     

 

 

    

 

 

 

Total equity and liabilities

        335,234        210,979  
     

 

 

    

 

 

 

 

F-3


Table of Contents

Unaudited Condensed Consolidated Interim Statements of Changes in Equity

 

            Distributable Equity        
     Share
Capital
     Share
Premium
    Foreign
Currency
Translation
Reserve
    Share-
based
Payment
Reserve
     Accumulated
Deficit
    Total  
     (EUR’000)  

Equity at December 31, 2017

     4,967        422,675       (14     22,793        (263,210     187,211  

Loss for the period

     —          —         —         —          (98,119     (98,119

Other comprehensive income / (loss), net of tax

     —          —         (16     —          —         (16
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total comprehensive income / (loss)

     —          —         (16     —          (98,119     (98,135
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Share-based payment (Note 6)

     —          —         —         12,787        —         12,787  

Capital increase

     678        214,782       —         —          —         215,460  

Cost of capital increase

     —          (13,118     —         —          —         (13,118
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Equity at September 30, 2018

     5,645        624,339       (30     35,580        (361,329     304,205  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

            Distributable Equity        
     Share
Capital
     Share
Premium
    Foreign
Currency
Translation
Reserve
    Share-
based
Payment
Reserve
     Accumulated
Deficit
    Total  
     (EUR’000)  

Equity at December 31, 2016

     4,354        298,567       (79     13,084        (139,313     176,613  

Loss for the period

     —            —         —          (89,722     (89,722

Other comprehensive income / (loss), net of tax

     —            41       —          —         41  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total comprehensive income / (loss)

     —            41       —          (89,722     (89,681
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Share-based payment (Note 6)

     —            —         6,923        —         6,923  

Capital increase

     530        114,975       —         —          —         115,505  

Cost of capital increase

        (7,210            (7,210
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Equity at September 30, 2017

     4,884        406,332       (38     20,007        (229,035     202,150  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

F-4


Table of Contents

Unaudited Condensed Consolidated Interim Cash Flow Statements for the

Nine Months Ended September 30

 

     Notes      2018     2017  
            (EUR’000)  

Operating activities

       

Net profit / (loss) for the period

        (98,119     (89,722

Reversal of finance income

        (20,532     (453

Reversal of finance expenses

        53       10,765  

Reversal of tax charge

        (306     (291

Adjustments for:

       

Share-based payment

        12,787       6,923  

Depreciation and amortization

        631       537  

Changes in working capital:

       

Deposits

        (948     (15

Trade receivables

        167       (157

Other receivables

        (1,340     32  

Prepayments

        (5,482     (5,243

Trade payables and other payables

        7,237       6,554  
     

 

 

   

 

 

 

Cash flows generated from / (used in) operations

        (105,852     (71,070

Finance income received

        3,065       453  

Finance expenses paid

        (53     (80

Income taxes received / (paid)

        (400     (245
     

 

 

   

 

 

 

Cash flows from / (used in) operating activities

        (103,240     (70,942
     

 

 

   

 

 

 

Investing activities

       

Acquisition of property, plant and equipment

        (1,587     (706
     

 

 

   

 

 

 

Cash flows from / (used in) investing activities

        (1,587     (706
     

 

 

   

 

 

 

Financing activities

       

Capital increase

        215,460       115,505  

Cost of capital increase

        (13,118     (7,210
     

 

 

   

 

 

 

Cash flows from / (used in) financing activities

        202,342       108,295  
     

 

 

   

 

 

 

Increase / (decrease) in cash and cash equivalents

        97,515       36,647  
     

 

 

   

 

 

 

Cash and cash equivalents at January 1

        195,351       180,329  

Effect of exchange rate changes on balances held in foreign currencies

        17,467       (10,684
     

 

 

   

 

 

 

Cash and cash equivalents at September 30

        310,333       206,292  
     

 

 

   

 

 

 

Restricted cash included in cash and cash equivalents

        5,507       —    

 

F-5


Table of Contents

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

Note 1—General Information

Ascendis Pharma A/S, together with its subsidiaries, is a biopharmaceutical company applying its innovative TransCon technology to build a leading, fully integrated rare disease company. Ascendis Pharma A/S was incorporated in 2006 and is headquartered in Hellerup, Denmark. Unless the context otherwise requires, references to the “Company,” “we,” “us” and “our” refer to Ascendis Pharma A/S and its subsidiaries.

The address of the Company’s registered office is Tuborg Boulevard 12, DK-2900, Hellerup, Denmark.

On February 2, 2015, the Company completed an initial public offering, or IPO, which resulted in the listing of American Depositary Shares, or ADSs, representing the Company’s ordinary shares, under the symbol “ASND” in the United States on The Nasdaq Global Select Market.

The Company’s Board of Directors approved these unaudited condensed consolidated interim financial statements on November 28, 2018.

Note 2—Summary of Significant Accounting Policies

Basis of Preparation

The unaudited condensed consolidated interim financial statements of the Company are prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting”. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) have been condensed or omitted. Accordingly, these condensed consolidated interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2017 and accompanying notes, which have been prepared in accordance with IFRS as issued by the International Accounting Standards Board, and as adopted by the European Union.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the condensed consolidated interim financial statements are disclosed in Note 3.

Changes in Accounting Policies

As of January 1, 2018, the Company has adopted IFRS 9, “Financial Instruments”, which introduces a new impairment model for financial assets measured at amortized cost based on an expected credit loss model, which currently applies to the Company’s bank deposits and trade receivables. The adoption of IFRS 9 had no material impact on the Company’s financial reporting. Further, the Company has adopted IFRS 15, “Revenue from Contracts with Customers”, which establishes a single, comprehensive framework for revenue recognition, based on a five-step model, which applies to the Company’s licensing agreements with multiple activities. IFRS 15 was adopted using the ‘retrospective method with the cumulative effect of initially applying this standard recognized at the date of the initial application’. The adoption of IFRS 15 had no impact on the Company’s financial reporting.

Except for the adoption of these two new standards, the accounting policies applied when preparing these condensed consolidated interim financial statements have been applied consistently to all the periods presented, unless otherwise stated and are consistent with those of the Company’s most recent annual consolidated financial statements. A description of our accounting policies is provided in the Accounting Policies section of the audited consolidated financial statements as of and for the year ended December 31, 2017.

 

F-6


Table of Contents

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

Note 3—Critical Accounting Judgments and Key Sources of Estimation Uncertainty

In the application of our accounting policies, we are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgments made in the process of applying our accounting policies and that have the most significant effect on the amounts recognized in our unaudited condensed consolidated financial statements relate to revenue recognition, share-based payment, internally generated intangible assets, and joint arrangements / collaboration agreements.

The key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year relate to impairment of goodwill and to recognition of accruals for manufacturing and clinical trial activities. There have been no changes to the application of significant accounting estimates, and no impairment losses have been recognized during the first nine months of 2018 or 2017.

The unaudited condensed consolidated interim financial statements do not include all disclosures for critical accounting estimates and judgments that are required in the annual consolidated financial statements, and should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2017.

Note 4—Revenue

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2018      2017      2018      2017  
     (EUR’000)      (EUR’000)  

Revenue from the rendering of services

     20        434        66        1,250  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

     20        434        66        1,250  
  

 

 

    

 

 

    

 

 

    

 

 

 

Revenue from external customers (geographical)

           

USA

     20        434        66        1,250  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenue

     20        434        66        1,250  
  

 

 

    

 

 

    

 

 

    

 

 

 

Note 5—Segment Information

We are managed and operated as one business unit. No separate business areas or separate business units have been identified in relation to product candidates or geographical markets. Accordingly, we do not disclose information on business segments or geographical markets, except for the geographical information on revenue included in Note 4.

 

F-7


Table of Contents

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

Note 6—Warrants and Share-based Payment

Share-based payment

Ascendis Pharma A/S has established warrant programs, equity-settled share-based payment transactions, as an incentive for all our employees, members of our Board of Directors and select external consultants.

Warrants are granted by the Board of Directors in accordance with authorizations given to it by the shareholders of Ascendis Pharma A/S. As of September 30, 2018, 6,841,937 warrants had been granted, of which 19,580 warrants have been cancelled, 2,109,602 warrants have been exercised, 2,168 warrants have expired without being exercised, and 229,782 warrants have been forfeited. As of September 30, 2018, our Board of Directors was authorized to grant up to 3,774,375 additional warrants to our employees, board members and select consultants without pre-emptive subscription rights for the shareholders of Ascendis Pharma A/S. Each warrant carries the right to subscribe for one ordinary share of a nominal value of DKK 1. The exercise price is fixed at the fair market value of our ordinary shares at the time of grant as determined by our Board of Directors. The exercise prices of outstanding warrants under our warrant programs range from €6.48 to €60.23 depending on the grant dates. Vested warrants may be exercised in two or four annual exercise periods. Apart from exercise prices and exercise periods, the programs are similar.

Warrant Activity

The following table specifies the warrant activity during the nine months ended September 30, 2018:

 

     Total
Warrants
     Weighted
Average
Exercise
Price
EUR
 

Outstanding at December 31, 2017

     4,621,154        17.62  
  

 

 

    

 

 

 

Granted during the period

     401,125        53.37  

Exercised during the period

     (508,757      11.16  

Forfeited during the period

     (32,717      26.23  

Expired during the period

     —          —    
  

 

 

    

 

 

 

Outstanding at September 30, 2018

     4,480,805        21.49  
  

 

 

    

 

 

 

Vested at the balance sheet date

     2,318,357        14.57  
  

 

 

    

 

 

 

Warrant Compensation Costs

Warrant compensation costs are determined with basis in the grant date fair value of the warrants granted and recognized over the vesting period.

 

     Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     2018      2017      2018      2017  
     (EUR’000)      (EUR’000)  

Research and development costs

     1,963        894        6,313        3,305  

General and administrative expenses

     1,922        1,018        6,474        3,618  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total warrant compensation costs

     3,885        1,912        12,787        6,923  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

F-8


Table of Contents

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

Note 7—Share Capital

The share capital of Ascendis Pharma A/S consists of 42,032,522 shares at a nominal value of DKK 1, all in the same share class.

On February 26, 2018, the Company completed the sale and issuance of 4,539,473 ADSs in a public offering, increasing the Company’s share capital from 36,984,292 shares to 41,523,765 shares.

In April and June 2018, an aggregate of 317,825 warrants were exercised, increasing the Company’s share capital from 41,523,765 shares to 41,841,590 shares.

In September 2018, an aggregate of 190,932 warrants were exercised, increasing the Company’s share capital from 41,841,590 shares to 42,032,522 shares.

Note 8—Subsequent Events

On November 8, 2018 the Company announced the formation of Visen Pharmaceuticals, a company established to develop, manufacture and commercialize Ascendis’ endocrinology rare disease therapies in the People’s Republic of China, including Hong Kong, Macau and Taiwan (“Greater China”). In connection with the formation of the company, Ascendis granted Visen Pharmaceuticals exclusive rights to develop and commercialize endocrinology therapeutic products based on our proprietary TransCon technology in Greater China, subject to certain exceptions. As consideration for the rights granted to Visen Pharmaceuticals, Ascendis received 50% ownership in the outstanding shares of Visen Pharmaceuticals and concurrently, entities affiliated with Vivo Capital and Sofinnova Ventures purchased shares in Visen Pharmaceutical for an aggregate purchase price of $40,000,000 in cash.

No other events have occurred after the balance sheet date that would have a significant impact on the results or financial position of the Company.

 

F-9

EX-99.2

Exhibit 99.2

ASCENDIS PHARMA A/S

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated interim financial statements, including the notes thereto, included with this report and the section contained in our Annual Report on Form 20-F for the year ended December 31, 2017 – “Item 5. Operating and Financial Review and Prospects”. The following discussion is based on our financial information prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting.” Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”) have been condensed or omitted. IFRS as issued by the International Accounting Standards Board, and as adopted by the European Union, might differ in material respects from generally accepted accounting principles in other jurisdictions.

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements concerning our business, operations and financial performance and conditions, as well as our plans, objectives and expectations for our business operations and financial performance and conditions. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would,” and other similar expressions that are predictions or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

 

   

our ongoing Phase 3 pediatric studies of TransCon Growth Hormone, or hGH, and our plans to initiate a Phase 2 study of TransCon Parathyroid Hormone, or PTH;

 

   

our receipt of future milestone or royalty payments from our collaboration partners, and the expected timing of such payments;

 

   

our expectations regarding the potential market size and the size of the patient populations for our product candidates, if approved for commercial use;

 

   

our expectations regarding the potential advantages of our product candidates over existing therapies;

 

   

our ability to enter into new collaborations;

 

   

our expectations with regard to the ability to develop additional product candidates using our TransCon technology;

 

   

our expectations with regard to the ability to seek expedited regulatory approval pathways for our product candidates, including the potential ability to rely on the parent drug’s clinical and safety data with regard to our product candidates;

 

   

our expectations with regard to our current and future collaboration partners to pursue the development of our product candidates;

 

   

our development plans with respect to our product candidates;

 

   

our ability to develop, acquire and advance product candidates into, and successfully complete, clinical trials;

 

   

the timing or likelihood of regulatory filings and approvals for our product candidates;

 

   

the commercialization of our product candidates, if approved;

 

   

our commercialization, marketing and manufacturing capabilities of our product candidates and associated devices;

 

   

the implementation of our business model and strategic plans for our business, product candidates and technology;

 

   

the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates;


   

estimates of our expenses, future revenue, capital requirements, our needs for additional financing and our ability to obtain additional capital;

 

   

our financial performance; and

 

   

developments and projections relating to our competitors and our industry.

These forward-looking statements are based on senior management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this report may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section in our Annual Report on Form 20-F for the year ended December 31, 2017 — “Item 3.D. Risk Factors”. You are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this report. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. Given these risks and uncertainties, you are cautioned not to rely on such forward-looking statements as predictions of future events.

You should read this report and the documents that we reference in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. You should also review the factors and risks we describe in the reports we will file or submit from time to time with the Securities and Exchange Commission (the “SEC”) after the date of this report. We qualify all of our forward-looking statements by these cautionary statements.

Overview

We are applying our innovative TransCon technology to build a leading, fully integrated biopharmaceutical company and develop a pipeline of product candidates with potential best-in-class profiles to address significant unmet medical needs. We have created a portfolio of potential best-in-class rare disease endocrinology product candidates to address unmet medical needs by utilizing our TransCon technology with clinically validated parent drugs. We currently have three product candidates in clinical development.

Our most advanced product candidate, TransCon hGH, is in development as a once-weekly therapy to treat growth hormone deficiency, or GHD, and related indications. In January 2018, we completed enrollment in the pivotal Phase 3 trial of TransCon hGH, the heiGHt Trial, in pediatric subjects with GHD and the observed aggregate data from the heiGHt Trial continue to demonstrate a safety profile consistent with the published safety profile of the active comparator, Genotropin. We anticipate top-line data from the ongoing heiGHt Trial in the first quarter of 2019. We are also conducting two additional trials, the fliGHt Trial, which evaluates TransCon hGH in pediatric subjects previously treated with daily GH, and the enliGHten Trial, which evaluates long-term safety of TransCon hGH in subjects from both the heiGHt and fliGHt Trials. We believe that TransCon hGH may offer a once-weekly therapy for GHD with comparable safety, efficacy and tolerability to currently approved daily recombinant human growth hormone, also referred to as rhGH or GH. Clinical trials of TransCon hGH in pediatric subjects have demonstrated a comparable efficacy, safety, tolerability and immunogenic profile to that of daily growth hormone. We have also conducted a clinical trial in adult subjects which will form the basis of designing future clinical research in adult subjects. If approved, TransCon hGH may reduce the burden of daily treatment by requiring significantly fewer injections, which may improve compliance and treatment outcomes.

We are also using our TransCon technology platform to develop TransCon PTH, which is designed as a once-daily long-acting injectable prodrug of parathyroid hormone, or PTH, as a potential treatment for hypoparathyroidism, a rare endocrine disorder of calcium and phosphate metabolism. We completed a Phase 1 trial in healthy subjects in May 2018, the results of which were consistent with our target product profile for TransCon PTH. In this trial, TransCon PTH showed the predicted pharmacokinetic and pharmacodynamic response, suggesting the ability to normalize serum and urinary calcium levels in patients with hypoparathyroidism. We believe our TransCon PTH may provide patients suffering from hypoparathyroidism with a PTH replacement therapy that is designed to fully address all aspects of the disease more than standard of care or currently approved therapies. In May 2018, we were granted Orphan Drug Designation, or ODD, by the U.S. Food and Drug Administration, of the FDA, for TransCon PTH. ODD is provided to drugs that are intended for the safe and effective treatment, diagnosis, or prevention of rare diseases or disorders that affect fewer than 200,000 people in the United States. We plan to initiate the phase 2 trial in patients with hypoparathyroidism in the first quarter of 2019 to evaluate different dosing regimens of TransCon PTH, including with titration of calcium and active Vitamin D supplementation. We also intend to incorporate trial sites in Japan and possibly other Asian countries in our plan phase 3 program for TransCon PTH.

We are also developing TransCon CNP, a long-acting prodrug of C-type natriuretic peptide, as a therapeutic option for achondroplasia, the most common form of dwarfism. Currently, there are no medical therapies for achondroplasia approved by the FDA. TransCon CNP utilizes our TransCon technology platform to deliver a long-acting C-type natriuretic peptide, or CNP, prodrug as a therapeutic option for achondroplasia and potentially other skeletal disorders. CNP as a therapeutic approach is supported by


extensive preclinical and clinical data. In May 2018, we initiated dosing of healthy subjects in a Phase 1 clinical trial of TransCon CNP. We reported top-line results from this Phase 1 clinical trial in healthy adult subjects in November 2018, which supported our target product profile for TransCon CNP. The results showed TransCon CNP provided continuous exposure to C-type natriuretic peptide (CNP) with a pharmacokinetic profile designed to maximize efficacy with once-weekly dosing. Additionally, the mean resting blood pressure and heart rate were unchanged from predose levels at all time points in all cohorts. Our goal is to develop TransCon CNP as a safe and effective therapeutic option for achondroplasia and potentially other related growth disorders.

In November 2018, we announced the formation of VISEN Pharmaceuticals, or Visen, a company established to develop, manufacture, and commercialize our endocrinology rare disease therapies in the People’s Republic of China, including Hong Kong, Macau, and Taiwan, or Greater China. In connection with the formation of Visen, we granted Visen exclusive rights to develop and commercialize our rare disease endocrinology products based on our proprietary TransCon technology, including TransCon hGH, TransCon PTH and TransCon CNP, in Greater China for use in all human indications, subject to certain exceptions. As consideration for the rights granted to Visen, we received 50% ownership in the outstanding shares of Visen and concurrently with the rights we granted to Visen, entities affiliated with Vivo Capital and Sofinnova Ventures purchased shares in Visen for an aggregate purchase price of $40,000,000. We believe the Visen partnership supports our strategy to extend our endocrinology rare disease portfolio globally and establish a presence in China with collaborators who have significant experience and knowledge of the biopharmaceutical opportunity in China. In part because the company is being established in China, we believe Visen can effectively develop, manufacture, and, if approved, market our innovative technologies to address the needs of the local markets in Greater China.

Additionally, we have developed a pipeline of sustained release prodrug product candidates through strategic collaborations. These include TransCon anti-VEGF in the field of ophthalmology, which is partnered with Genentech, and the TransCon peptide program for treatment of diabetes, which is partnered with Sanofi. We are eligible to receive up to an aggregate of €200 million in development and regulatory milestone payments for products currently being developed under our collaboration agreements, as well as sales-based milestone payments and royalties on future net sales of products.

We believe that the effectiveness of our TransCon technology is supported by data from our preclinical research and the ongoing clinical programs, including our TransCon hGH, TransCon PTH and TransCon CNP programs, as well as findings from our ongoing development of other product candidates, including our multi-product collaborations with Sanofi and Genentech. We have applied the TransCon technology in combination with parent drugs with clinical proof of concept using our algorithm for creating products with the potential to be best-in-class in endocrinology rare diseases, and we will continue to apply this algorithm for product selection in new therapeutic areas. We believe this approach may reduce the risks associated with traditional drug development.

Our TransCon technology enables us to create long-acting prodrug therapies with potentially significant advantages over existing marketed drug products. Our TransCon technology transiently links an unmodified parent drug to a TransCon carrier via our proprietary TransCon linkers. Our TransCon linkers predictably release an unmodified active parent drug at predetermined rates governed by physiological pH and temperature conditions, supporting administration frequencies from daily to more than every six months. Depending upon the type of TransCon carrier we employ, we can design our TransCon prodrugs to act systemically or locally in areas that are difficult to treat with conventional therapies.

We commenced operations in December 2007 in connection with the acquisition of the company that invented our TransCon technology, Complex Biosystems GmbH. Since we commenced operations in 2007, we have devoted substantially all of our efforts to developing our product candidates, including conducting preclinical studies and clinical trials and providing general and administrative support for these operations. We do not have any approved products and have never generated any revenue from product sales.

We had a net loss of €98.1 million for the nine months ended September 30, 2018 and a net loss of €123.9 million for the year ended December 31, 2017. Our total equity was €304.2 million as of September 30, 2018 compared to €187.2 million as of December 31, 2017.


Results of Operations

Comparison of the three months ended September 30, 2018 and 2017 (unaudited):

 

     Three Months Ended
September 30,
 
     2018      2017  
     (EUR’000)  

Revenue

     20        434  

Research and development costs

     (31,511      (29,067

General and administrative expenses

     (6,796      (2,840
  

 

 

    

 

 

 

Operating profit / (loss)

     (38,287      (31,473

Finance income

     4,262        165  

Finance expenses

     (42      (2,809
  

 

 

    

 

 

 

Profit / (loss) before tax

     (34,067      (34,117
  

 

 

    

 

 

 

Tax on profit / (loss) for the period

     100        240  
  

 

 

    

 

 

 

Net profit / (loss) for the period

     (33,967      (33,877
  

 

 

    

 

 

 

Revenue

The following table summarizes our revenue for the three months ended September 30, 2018 and 2017 (unaudited):

 

     Three Months Ended
September 30,
 
     2018      2017  
     (EUR’000)  

Revenue from the rendering of services

     20        434  
  

 

 

    

 

 

 

Total revenue

     20        434  
  

 

 

    

 

 

 

Total revenue for the three months ended September 30, 2018 was €20 thousand, a decrease of €414 thousand, or 95%, compared to total revenue of €434 thousand for the three months ended September 30, 2017. This change was due to fewer services rendered by us under our collaboration with Genentech.

Research and Development Costs

Research and development costs were €31.5 million for the three months ended September 30, 2018, an increase of €2.4 million, or 8%, compared to €29.1 million for the three months ended September 30, 2017. External development costs related to our TransCon PTH product candidate increased by €1.9 million, including manufacturing costs for our product candidate and device, whereas external development costs related to our TransCon hGH product candidate decreased by €5.8 million, primarily reflecting lower manufacturing costs, partly offset by higher costs of clinical trials. Costs for preparation of the manufacturing of validation batches for the TransCon hGH product candidate increased by €1.8 million compared to the same period of last year. The validation batches are required as part of the regulatory approval process with the FDA, and, as such, are recognized as development costs when incurred, but after potential marketing approval, the products from these validation batches can be used for commercial sales, thereby reducing the costs of sales for the first period after market launch. External development costs for our TransCon CNP product candidate were comparable with the same period of last year, reflecting increasing clinical study costs and decreasing preclinical costs, consistent with the progress of this product candidate into the clinical development phase. Other research and development costs increased by approximately €6.3 million, primarily driven by an increase in personnel costs of €4.0 million due to a higher number of employees in research and development functions, an increase in facility and IT costs allocated to research and development of €1.2 million and an increase in costs for patent protection of €0.4 million, as well as general increases due to the growth in headcount and activities. Research and development costs included non-cash share-based payment of €2.0 million for the three months ended September 30, 2018, compared to €0.9 million for the three months ended September 30, 2017.

General and Administrative Expenses

General and administrative expenses were €6.8 million for the three months ended September 30, 2018, an increase of €4.0 million, or 139%, compared to general and administrative expenses of €2.8 million for the three months ended September 30, 2017. The increase is primarily due to an increase in personnel costs of €2.1 million for additional administrative personnel. Other general and administrative expenses increased by €0.7 million due to the initial costs of preparing to become a commercial organization and a general increase in operating activities. General and administrative expenses included non-cash share-based payment of €1.9 million for the three months ended September 30, 2018, compared to €1.0 million for the three months ended September 30, 2017.


Finance Income and Finance Expenses

Finance income was €4.3 million for the three months ended September 30, 2018, an increase of €4.1 million compared to €0.2 million for the three months ended September 30, 2017. Finance expenses were €42 thousand for the three months ended September 30, 2018, a decrease of €2.8 million compared to the same period of 2017. The €6.9 million increase in net finance income was due to positive exchange rate fluctuations, primarily between the U.S. Dollar and Euro in the three months ended September 30, 2018, primarily affecting our cash position maintained in U.S. Dollars, which was significantly higher compared to the same period last year.

We did not hold any interest-bearing debt for any of the periods presented.

Tax for the Period

Tax for the three months ended September 30, 2018 was a net credit of €100 thousand compared to a net credit of €240 thousand for the three months ended September 30, 2017. Taxes for the three months ended September 30, 2018 were comprised of an estimated tax credit of €185 thousand in the group of Danish companies partly offset by tax payments of €85 thousand in our U.S. and German subsidiaries. Taxes for the three months ended September 30, 2017 were comprised of an estimated tax credit of €188 thousand in the group of Danish companies and a tax credit of €138 thousand in our U.S. subsidiary, partly offset by tax expenses of €87 thousand in our German subsidiary.

Comparison of the nine months ended September 30, 2018 and 2017 (unaudited):

 

     Nine Months Ended
September 30,
 
     2018      2017  
     (EUR’000)  

Revenue

     66        1,250  

Research and development costs

     (102,286      (71,555

General and administrative expenses

     (16,684      (9,396
  

 

 

    

 

 

 

Operating profit / (loss)

     (118,904      (79,701

Finance income

     20,532        453  

Finance expenses

     (53      (10,765
  

 

 

    

 

 

 

Profit / (loss) before tax

     (98,425      (90,013
  

 

 

    

 

 

 

Tax on profit / (loss) for the period

     306        291  
  

 

 

    

 

 

 

Net profit / (loss) for the period

     (98,119      (89,722
  

 

 

    

 

 

 

Revenue

The following table summarizes our revenue for the nine months ended September 30, 2018 and 2017 (unaudited):

 

     Nine Months Ended
September 30,
 
     2018      2017  
     (EUR’000)  

Revenue from the rendering of services

     66        1,250  
  

 

 

    

 

 

 

Total revenue

     66        1,250  
  

 

 

    

 

 

 

Total revenue for the nine months ended September 30, 2018 was €0.1 million, a decrease of €1.2 million, or 95%, compared to total revenue of €1.3 million for the nine months ended September 30, 2017. This change was due to fewer services rendered by us under our collaboration with Genentech.

Research and Development Costs

Research and development costs were €102.3 million for the nine months ended September 30, 2018, an increase of €30.7 million, or 43%, compared to €71.6 million for the nine months ended September 30, 2017. The increase was primarily attributable to a €10.3 million increase in external development costs related to our TransCon hGH product candidate, including costs for preparation of the manufacturing of validation batches, or process performance qualification batches, and increasing costs of the ongoing clinical trials for this product candidate. External development costs related to our TransCon PTH and TransCon CNP


projects increased by €5.7 million and €1.8 million, respectively, reflecting the continued development and progress with these two product candidates. Other research and development costs increased by approximately €12.9 million, primarily driven by an increase in personnel costs of €9.3 million due to a higher number of employees in research and development functions, but also reflecting increasing costs to recruitment, travel, facilities and IT allocated to research and development due to the growth in headcount and increasing activities, and increasing costs for patent protection. Research and development costs included non-cash share-based payment of €6.3 million for the nine months ended September 30, 2018, compared to €3.3 million for the nine months ended September 30, 2017.

General and Administrative Expenses

General and administrative expenses were €16.7 million for the nine months ended September 30, 2018, an increase of €7.3 million, or 78%, compared to general and administrative expenses of €9.4 million for the nine months ended September 30, 2017. The increase is primarily due to €5.0 million higher personnel costs for additional administrative personnel, €0.8 million in initial costs of preparing to become a commercial organization, and €0.9 million higher professional fees, including recruitment costs, legal and audit costs. General and administrative expenses included non-cash share-based payment of €6.5 million for the nine months ended September 30, 2018, compared to €3.6 million for the nine months ended September 30, 2017.

Finance Income and Finance Expenses

Finance income was €20.5 million for the nine months ended September 30, 2018, an increase of €20.0 million compared to €0.5 million for the nine months ended September 30, 2017. Finance expenses were €53 thousand for the nine months ended September 30, 2018, a decrease of €10.7 million compared to €10.8 million in the same period of 2017. The €30.7 million increase in net finance income was due to positive exchange rate fluctuations, primarily between the U.S. Dollar and Euro in the nine months ended September 30, 2018, primarily affecting our cash position maintained in U.S. Dollars, which was significantly higher compared to the same period last year.

We did not hold any interest-bearing debt for any of the periods presented.

Tax for the Period

Tax for the nine months ended September 30, 2018 was a net credit of €0.3 million, which was similar to the same period in 2017. Taxes for the nine months ended September 30, 2018 were comprised of an estimated tax credit of €0.6 million in the group of Danish companies partly offset by tax expenses of €0.3 million in our U.S. and German subsidiaries. Taxes for the nine months ended September 30, 2017 were comprised of an estimated tax credit of €0.5 million in the group of Danish companies partly offset by tax expenses of €0.2 million in our German and U.S. subsidiaries.

Liquidity and Capital Resources

As of September 30, 2018, we had cash and cash equivalents totaling €310.3 million compared to €195.4 million as of December 31, 2017. Since our formation, we have funded our operations primarily through issuance of our preference shares, ordinary shares and convertible debt securities and payments to us under our collaboration agreements. In February 2015, we announced the closing of our initial public offering, with net proceeds of $111.5 million (or €101.4 million at such date). In 2016, we completed a follow-on public offering of American Depositary Shares, or ADSs, with net proceeds of $127.1 million (or €116.6 million) and in 2017, we completed a follow-on public offering of ADSs, with net proceeds of $145.2 million (or €123.1 million). In February 2018, we completed a follow-on public offering of ADSs, with net proceeds of $242.5 million (or €196.9 million), including the exercise in full of the underwriters’ option to purchase additional ADSs. Our expenditures are primarily related to research and development activities and general and administrative activities to support research and development. We do not owe any debt to third parties.

Based on our current operating plan, we believe that our existing cash and cash equivalents as of September 30, 2018 will be sufficient to meet our projected cash requirements for at least 12 months from the date of this report. However, our operating plan may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned. Our future funding requirements will depend on many factors, including, but not limited to:

 

   

our ability to establish and maintain strategic partnerships, licensing or other arrangements and the financial terms of such agreements;

 

   

the achievement of development, regulatory and commercial milestones resulting in the payment to us from our collaboration partners of contractual milestone payments and the timing of receipt of such payments, if any;

 

   

the progress, timing, scope, results and costs of our preclinical studies and clinical trials for our product candidates and manufacturing activities that have not been licensed, including the ability to enroll patients in a timely manner for clinical trials;


   

the time and cost necessary to obtain regulatory approvals for our product candidates that have not been licensed and the costs of post-marketing studies that could be required by regulatory authorities;

 

   

our progress and the progress of our collaboration partners in the successful commercialization and co-promotion of our most advanced product candidates and our efforts to develop and commercialize our other existing product candidates;

 

   

the manufacturing, selling and marketing costs associated with product candidates, including the cost and timing of building our sales and marketing capabilities;

 

   

the timing, receipt, and amount of sales of, or royalties on, our future products, if any;

 

   

the sales price and the availability of adequate third-party coverage and reimbursement for our product candidates;

 

   

the cash requirements of any future acquisitions or discovery of product candidates;

 

   

the number and scope of preclinical and discovery programs that we decide to pursue or initiate;

 

   

the potential acquisition and in-licensing of other technologies, products or assets;

 

   

the time and cost necessary to respond to technological and market developments, including further development of our TransCon technology; and

 

   

the costs of filing, prosecuting, maintaining, defending and enforcing any patent claims and other intellectual property rights, including litigation costs and the outcome of such litigation, including costs of defending any claims of infringement brought by others in connection with the development, manufacture or commercialization of our product candidates.

Additional funds may not be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available to us on a timely basis, we may be required to delay, limit, scale back or cease our research and development activities, preclinical studies and clinical trials for our product candidates for which we retain such responsibility and our establishment and maintenance of sales and marketing capabilities or other activities that may be necessary to commercialize our product candidates.

The following table summarizes our cash flows for each of the unaudited nine month periods ended September 30, 2018 and 2017:

 

     Nine Months Ended
September 30,
 
     2018      2017  
     (EUR’000)  

Cash flows from / (used in) operating activities

     (103,240      (70,942

Cash flows from / (used in) investing activities

     (1,587      (706

Cash flows from / (used in) financing activities

     202,342        108,295  
  

 

 

    

 

 

 

Net increase / (decrease) in cash and cash equivalents

     97,515        36,647  
  

 

 

    

 

 

 

Cash Flows From / (Used in) Operating Activities

Net cash used in operating activities for the nine months ended September 30, 2018 was €103.2 million compared to €70.9 million for the nine months ended September 30, 2017. The net loss for the nine months ended September 30, 2018 of €98.1 million included non-cash charges of €0.6 million for depreciation and €12.8 million for share-based payment. Net finance income of €20.5 million, primarily comprising exchange rate adjustments, and net tax credits of €0.3 million, were reversed. The net change in working capital contributed negatively to cash flow by €0.4 million, comprising a €7.2 million increase in trade payables and other payables, offset by a €5.5 million increase in prepayments, a €1.2 million increase in trade receivables and other receivables and a €0.9 million increase in deposits. We received net finance income of €3.0 million and paid income taxes of €0.4 million in the nine months ended September 30, 2018.

Net cash used in operating activities for the nine months ended September 30, 2017 was €70.9 million. The net loss for the nine months ended September 30, 2017 of €89.7 million included non-cash charges of €0.5 million for depreciation and €6.9 million for share-based payment. Net finance expenses, primarily comprising exchange rate adjustments, of €10.3 million and net tax credits of €0.3 million, were reversed. The net change in working capital contributed positively to cash flow by €1.2 million, primarily comprising a €6.6 million increase in trade payables and other payables, partly offset by an increase in prepayments and trade receivables of €5.4 million. We received net finance income of €0.4 million and paid income taxes of €0.2 million in the nine months ended September 30, 2017.


Cash Flows From / (Used in) Investing Activities

Cash flows used in investing activities for the nine months ended September 30, 2018 of €1.6 million were related to acquisition of property, plant and equipment, primarily furniture and equipment for use in our new offices in Denmark and in the United States, and equipment for use in the laboratories of our German facility.

Cash flows used in investing activities for the nine months ended September 30, 2017 of €0.7 million were primarily related to acquisition of equipment for use in the laboratories of our German facility, but also comprising acquisitions of furniture and equipment for expanding our offices in Denmark and in the United States.

Cash Flows From / (Used in) Financing Activities

Cash flows from financing activities for the nine months ended September 30, 2018 of €202.3 million were comprised of €196.9 million in net proceeds from our follow-on public offering of ADSs completed in February 2018 and €5.4 million in proceeds from exercise of warrants in April, June and September 2018.

Cash flows from financing activities for the nine months ended September 30, 2017 of €108.3 million were related to our follow-on public offering of ADSs completed in September 2017 in which we raised net proceeds of €107.1 million and exercise of warrants in March, August and September 2017, in which we raised €1.2 million.

Off-balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements or any holdings in variable interest entities.

Qualitative Disclosures about Market Risk

Our activities primarily expose us to the financial risks of changes in foreign currency exchange rates and interest rates. We do not enter into derivative financial instruments to manage our exposure to such risks.

Foreign Currency Risk

We are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the U.S. Dollar, the British Pound and the Danish Krone. Our functional currency is the Euro, but we have received payments in U.S. Dollars under our collaborations. Further, the proceeds from our series D financing in November 2014, our IPO in February 2015 and our follow-on public offerings in October 2016, September 2017, and February 2018 were in U.S. Dollars. We seek to minimize our exchange rate risk by maintaining cash positions in the currencies in which we expect to incur the majority of our future expenses and we make payments from those positions.

Interest Rate Risk

As we have no interest-bearing debt to third parties, our exposure to interest rate risk primarily relates to the interest rates for our positions of cash and cash equivalents. Our future interest income from interest-bearing bank deposits and short-term investments may fall short of expectations due to changes in interest rates. We do not consider the effects of interest rate fluctuations to be a material risk to our financial position.

We have adopted an investment policy with the primary purpose of preserving capital, fulfilling our liquidity needs and diversifying the risks associated with marketable securities. This investment policy establishes minimum ratings for institutions with which we hold cash, cash equivalents and marketable securities, as well as rating and concentration limits for marketable securities that we may hold.

Credit Risk

We consider all of our material counterparties to be creditworthy. Our exposure to credit risk is continuously monitored, in particular, if agreed payments are delayed. While the concentration of credit risk is significant, we consider the credit risk for each of our individual customers to be low. Accordingly, we have made no provision for doubtful accounts. The credit risk on cash and cash equivalents is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. To spread our credit risk, we deposit our cash reserves with several banks.

Liquidity Risk

We manage our liquidity risk by maintaining adequate cash reserves and banking facilities, and by continuously monitoring our cash forecasts and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

EX-99.3

Exhibit 99.3

 

LOGO

Ascendis Pharma A/S Reports Third Quarter 2018 Financial Results

—TransCon CNP preliminary phase 1 data support target product profile and further validates TransCon technology—

—Diversified pipeline with three independent, clinically-validated rare disease endocrinology product candidates now in place—

—Conference call today at 4:30 p.m. Eastern Time—

COPENHAGEN, Denmark, November 28, 2018 (GLOBE NEWSWIRE)—Ascendis Pharma A/S (Nasdaq: ASND), a biopharmaceutical company that utilizes its innovative TransCon technology to address significant unmet medical needs, today announced financial results for the quarter ended September 30, 2018 and released preliminary phase 1 data for TransCon CNP.

“To support our vision for sustainable growth, we are creating a diversified pipeline of three independent product candidates in rare endocrine diseases. We have made a major step towards this goal with three clinically-validated, high value product candidates in one therapeutic area,” said Jan Mikkelsen, Ascendis Pharma’s President and Chief Executive Officer. “With today’s positive TransCon CNP data, we are intrigued by the opportunity to establish a leadership position in treatment of numerous growth disorders by pursuing additional indications and potential treatment synergies within our endocrinology pipeline.”

He continued, “we remain focused on delivering top-line results for our pivotal phase 3 trial of TransCon hGH, while we continue to make progress towards initiation of the phase 2 trial for TransCon PTH, both key milestones anticipated in the first quarter of 2019. Additionally, we announced the formation of VISEN Pharmaceuticals to develop and commercialize our rare disease endocrinology programs in Greater China. This progress advances our vision to build a global, fully integrated biopharma company that will deliver sustainable growth.”

Recent Corporate Highlights & Progress

 

   

Released preliminary data from the phase 1, double-blind, randomized, placebo-controlled trial of TransCon CNP, a long-acting prodrug of CNP in development as a therapeutic option for achondroplasia. Results of the trial in 45 healthy adult subjects showed that TransCon CNP was generally well tolerated and provided continuous exposure to CNP at target levels over seven days with a single subcutaneous administration. Details are available in a separate press release issued today and a related slide presentation may be viewed on the Ascendis Pharma website at:

https://ascendispharma.gcs-web.com/events-and-presentations/upcoming-events .

 

   

On track to report top-line results in the first quarter of 2019 for the phase 3 heiGHt Trial, a randomized, open-label, active-control trial comparing once-weekly TransCon hGH with a daily growth hormone therapy in treatment-naïve pediatric subjects with growth hormone deficiency (GHD). Completed third independent safety committee review; to date, the observed aggregate data from the heiGHt Trial continue to indicate a safety profile for TransCon hGH that is consistent with the published safety profile of the active comparator.

 

   

Completed enrollment in the fliGHt Trial, an open-label trial evaluating TransCon hGH in pediatric subjects with GHD who switched from daily growth hormone therapy. As a result, more than 300 subjects have now enrolled in the phase 3 TransCon hGH program, which includes the heiGHt, fliGHt and enliGHten Trials.

 

   

Continued planning for initiation of a phase 2 trial in the first quarter of 2019 to evaluate TransCon PTH, a long-acting prodrug of parathyroid hormone (PTH), in subjects with hypoparathyroidism. Final results of a phase 1 trial reinforced the potential of TransCon PTH to replace and restore PTH to physiologic levels for 24 hours per day.


   

Formed VISEN Pharmaceuticals with an investor syndicate led by Vivo Capital with participation from Sofinnova Ventures, to develop, manufacture and commercialize TransCon endocrinology rare disease therapies in Greater China, which includes mainland China, Hong Kong, Macau and Taiwan. This 50/50 partnership expands the global reach of TransCon technology and establishes a presence in the region with collaborators who have significant experience and knowledge of the biopharmaceutical opportunity in China.

 

   

Elected Lars Holtug, M.Sc., former partner and chairman of PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab, to the Ascendis Board of Directors.

 

   

Ended the quarter with cash and cash equivalents of €310.3 million.

Third Quarter 2018 Financial Results

For the third quarter, Ascendis Pharma reported a net loss of €34.0 million, or €0.81 per share (basic and diluted) compared to a net loss of €33.9 million, or €1.04 per share (basic and diluted) for the same period in 2017.

Research and development (R&D) costs for the third quarter were €31.5 million compared to €29.1 million in the same quarter of 2017. Increased R&D costs in the 2018 quarter primarily reflect costs to prepare for the manufacture of validation batches for TransCon Growth Hormone; costs of the ongoing clinical trials for this product candidate; and the ongoing clinical and project costs for TransCon PTH and TransCon CNP.

General and administrative expenses for the third quarter of 2018 were €6.8 million compared to €2.8 million in the same quarter of 2017. The increase is primarily due to an increase in personnel costs and general costs arising from additional administrative personnel and initial costs of preparing for a commercial organization.

As of September 30, 2018, the company had cash and cash equivalents of €310.3 million compared to €352.6 million as of June 30, 2018. As of September 30, 2018, Ascendis had 42,032,522 ordinary shares outstanding.

Conference Call and Webcast information

Ascendis Pharma will host a conference call and webcast today at 4:30 p.m. Eastern Time (ET) to discuss its third quarter 2018 financial results. Details include:

 

Date

  

Wednesday, November 28, 2018

Time

  

4:30 p.m. ET

Dial In (U.S.)

  

844-290-3904

Dial In (International)

  

574-990-1036

Access Code

  

4371358

A live audio webcast of the event will be available in the Investors and News section of the Ascendis Pharma website at www.ascendispharma.com. A webcast replay will also be available on this website shortly after conclusion of the event for 30 days.

About Ascendis Pharma A/S

Ascendis Pharma is applying its innovative platform technology to build a leading, fully integrated biopharma company focused on making a meaningful difference in patients’ lives. Guided by its core values of patients, science and passion, the company utilizes its TransCon technology to create new and potentially best-in-class therapies.

 

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Ascendis Pharma currently has a pipeline of three independent rare disease endocrinology product candidates in clinical development. Additionally, Ascendis Pharma has multi-product collaborations with Sanofi in diabetes and Genentech in the field of ophthalmology and continues to expand into additional therapeutic areas for both internal and external development.

Ascendis is headquartered in Copenhagen, Denmark, with offices in Heidelberg, Germany and Palo Alto, California.

For more information, please visit www.ascendispharma.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our future operations, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to (i) our plans to release top-line data for our phase 3 heiGHt trial in the first quarter of 2019, (ii) our plans to initiate our phase 2 TransCon PTH trial in patients with hypoparathyroidism in early 2019, (iii) our ability to apply our platform technology to build a leading, fully integrated biopharma company, (iv) our expectations regarding our ability to create potentially best-in-class therapies and (v) our product pipeline. We 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. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that we make, including the following: unforeseen safety or efficacy results in our TransCon hGH, TransCon PTH and TransCon CNP or other development programs; unforeseen expenses related to the development of TransCon hGH, TransCon PTH and TransCon CNP or other development programs, general and administrative expenses, other research and development expenses and our business generally; delays in the development of TransCon hGH, TransCon PTH and TransCon CNP or other development programs related to manufacturing, regulatory requirements, speed of patient recruitment or other unforeseen delays; dependence on third party manufacturers to supply study drug for planned clinical studies; and our ability to obtain additional funding, if needed, to support our business activities. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to our business in general, see our current and future reports filed with, or submitted to, the U.S. Securities and Exchange Commission (SEC), including our Annual Report on Form 20-F for the year ended December 31, 2017, which we filed with the SEC on March 28, 2018. Forward-looking statements do not reflect the potential impact of any future in-licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments we may enter into or make. We do not assume any obligation to update any forward-looking statements, except as required by law.

Ascendis, Ascendis Pharma, the Ascendis Pharma logo, the company logo and TransCon are trademarks owned by the Ascendis Pharma group. ©November 2018 Ascendis Pharma A/S.

FINANCIAL TABLES TO FOLLOW

 

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Ascendis Pharma A/S

Unaudited Condensed Consolidated Interim Statements of Profit or Loss and Other Comprehensive Income / (loss)

(In EUR’000s, except share and per share data)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2018     2017     2018     2017  

Revenue

     20       434       66       1,250  

Research and development costs

     (31,511     (29,067     (102,286     (71,555

General and administrative expenses

     (6,796     (2,840     (16,684     (9,396
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit / (loss)

     (38,287     (31,473     (118,904     (79,701

Finance income

     4,262       165       20,532       453  

Finance expenses

     (42     (2,809     (53     (10,765
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit / (loss) before tax

     (34,067     (34,117     (98,425     (90,013

Tax on profit / (loss) for the period

     100       240       306       291  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net profit / (loss) for the period

     (33,967     (33,877     (98,119     (89,722
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income / (loss)

        

Items that may be reclassified subsequently to profit or loss:

        

Exchange differences on translating foreign operations

     (9     (5     (16     41  
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income / (loss) for the period, net of tax

     (9     (5     (16     41  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income / (loss) for the period, net of tax

     (33,976     (33,882     (98,135     (89,681
  

 

 

   

 

 

   

 

 

   

 

 

 

Profit / (loss) for the period attributable to owners of the Company

     (33,967     (33,877     (98,119     (89,722

Total comprehensive income / (loss) for the period attributable to owners of the Company

     (33,976     (33,882     (98,135     (89,681
     EUR     EUR     EUR     EUR  

Basic and diluted earnings / (loss) per share

     (0.81     (1.04     (2.41     (2.76

Number of shares used for calculation (basic and diluted)

     41,888,908       32,607,497       40,757,686       32,513,641  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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Ascendis Pharma A/S

Unaudited Condensed Consolidated Interim Statements of Financial Position

(In EUR’000s)

 

     September 30,
2018
     December 31,
2017
 

Assets

     

Non-current assets

     

Intangible assets

     3,495        3,495  

Property, plant and equipment

     3,513        2,557  

Deposits

     1,241        293  
  

 

 

    

 

 

 
     8,249        6,345  

Current assets

     

Trade receivables

     21        188  

Other receivables

     2,750        1,410  

Prepayments

     12,390        6,907  

Income taxes receivable

     1,491        778  

Cash and cash equivalents

     310,333        195,351  
  

 

 

    

 

 

 
     326,985        204,634  
  

 

 

    

 

 

 

Total assets

     335,234        210,979  
  

 

 

    

 

 

 

Equity and liabilities

     

Equity

     

Share capital

     5,645        4,967  

Distributable equity

     298,560        182,244  
  

 

 

    

 

 

 

Total equity

     304,205        187,211  
  

 

 

    

 

 

 

Current liabilities

     

Trade payables and other payables

     31,021        23,768  

Income taxes payable

     8        —    
  

 

 

    

 

 

 

Total liabilities

     31,029        23,768  
  

 

 

    

 

 

 

Total equity and liabilities

     335,234        210,979  
  

 

 

    

 

 

 

 

Internal contact:

  Media contact:   Investor contact:

Scott T. Smith

 

Ami Knoefler

 

Patti Bank

Chief Financial Officer

 

Head of Global Communications

 

Westwicke Partners

(650) 352-8389

  (650) 739-9952   (415) 513-1284

ir@ascendispharma.com

  ack@ascendispharma.com   patti.bank@westwicke.com

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