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 May, 2019

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 333-228576, 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such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 March 31, 2019.

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 May 30, 2019.
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: May 30, 2019     By:  

/s/ Michael Wolff Jensen

     

Michael Wolff Jensen

Chairman and Senior Vice President, Chief Legal Officer

EX-99.1

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 Months Ended March 31, 2019 and 2018

     2  

Unaudited Condensed Consolidated Interim Statements of Financial Position as of March 31, 2019 and December 31, 2018

     3  

Unaudited Condensed Consolidated Interim Statements of Changes in Equity at March 31, 2019 and 2018

     4  

Unaudited Condensed Consolidated Interim Cash Flow Statements for the Three Months Ended March 31, 2019 and 2018

     5  

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

     6  


Unaudited Condensed Consolidated Interim Statements of Profit or Loss

and Other Comprehensive Income / (Loss) for the Three Months Ended March 31

 

     Notes      2019     2018  
            (EUR’000)  

Revenue

     4        5,414       28  

Research and development costs

        (51,259     (30,540

General and administrative expenses

        (10,436     (4,662
     

 

 

   

 

 

 

Operating profit / (loss)

        (56,281     (35,174

Share of profit/(loss) of associate

        (1,852     —    

Finance income

        4,620       702  

Finance expenses

        (194     (7,010
     

 

 

   

 

 

 

Profit / (loss) before tax

        (53,707     (41,482

Tax on profit / (loss) for the period

        70       107  
     

 

 

   

 

 

 

Net profit / (loss) for the period

        (53,637     (41,375
     

 

 

   

 

 

 

Other comprehensive income / (loss)

       

Items that may be reclassified subsequently to profit or loss:

       

Exchange differences on translating foreign operations

        559       (9
     

 

 

   

 

 

 

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

        559       (9
     

 

 

   

 

 

 

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

        (53,078     (41,384
     

 

 

   

 

 

 

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

        (53,637     (41,375

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

        (53,078     (41,384
            EUR     EUR  

Basic and diluted earnings / (loss) per share

        (1.24     (1.07

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

        43,371,559       38,699,204  
     

 

 

   

 

 

 

 

(1)

A total of 5,650,777 warrants outstanding as of March 31, 2019 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 period presented. Similarly, a total of 4,657,891 warrants outstanding as of March 31, 2018 are also considered antidilutive for the period presented and have not been included in the calculation.

 

2


Unaudited Condensed Consolidated Interim Statements of Financial Position

 

     Notes      March 31,
2019
     December 31,
2018
 
            (EUR’000)  

Assets

        

Non-current assets

        

Intangible assets

        3,495        3,495  

Property, plant and equipment

     7        24,032        4,325  

Investment in associate

        17,476        17,083  

Deposits

        1,161        1,158  
     

 

 

    

 

 

 
        46,164        26,061  
     

 

 

    

 

 

 

Current assets

        

Trade receivables

        4        6  

Other receivables

        6,863        1,775  

Prepayments

        11,282        12,415  

Income taxes receivable

        962        849  

Cash and cash equivalents

        696,664        277,862  
     

 

 

    

 

 

 
            715,775      292,907  
     

 

 

    

 

 

 

Total assets

        761,939        318,968  
     

 

 

    

 

 

 

Equity and liabilities

        

Equity

        

Share capital

     8        6,301        5,659  

Distributable equity

        710,360        274,391  
     

 

 

    

 

 

 

Total equity

        716,661        280,050  
     

 

 

    

 

 

 

Non-current liabilities

        

Lease liabilities

     2, 7        13,213        —    
     

 

 

    

 

 

 
        13,213        —    

Current liabilities

        

Lease liabilities

     2, 7        4,271        —    

Contract liabilities

        3,073        6,902  

Trade payables

        19,237        19,740  

Other payables

        5,445        12,267  

Income taxes payable

        39        9  
     

 

 

    

 

 

 
        32,065        38,918  
     

 

 

    

 

 

 

Total liabilities

        45,278        38,918  
     

 

 

    

 

 

 

Total equity and liabilities

        761,939        318,968  
     

 

 

    

 

 

 

 

3


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 January 1, 2019

     5,659        625,250       3       42,445        (393,307     280,050  

Loss for the period

     —          —         —         —          (53,637     (53,637

Other comprehensive income / (loss), net of tax

     —          —         559       —          —         559  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total comprehensive income / (loss)

     —          —         559       —          (53,637     (53,078
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Share-based payment (Note 6)

     —          —         —         9,435        —         9,435  

Capital increase

     642        511,313         —          —         511,955  

Cost of capital increase

     —          (31,701     —         —          —         (31,701
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Equity at March 31, 2019

     6,301        1,104,862       562       51,880        (446,944     716,661  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

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

Equity at January 1, 2018

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

Loss for the period

     —          —         —         —          (41,375     (41,375

Other comprehensive income / (loss), net of tax

     —          —         (9     —          —         (9
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total comprehensive income / (loss)

     —          —         (9     —          (41,375     (41,384
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Share-based payment (Note 6)

     —          —         —         4,679        —         4,679  

Capital increase

     610        209,415       —         —          —         210,025  

Cost of capital increase

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

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Equity at March 31, 2018

     5,577        618,972       (23     27,472        (304,585     347,413  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

4


Unaudited Condensed Consolidated Interim Cash Flow Statements for the

Three Months Ended March 31

 

     Notes      2019     2018  
            (EUR’000)  

Operating activities

       

Net profit / (loss) for the period

        (53,637     (41,375

Reversal of non-cash consideration regarding revenue

        (1,581     —    

Reversal of share of profit/(loss) of associate

        1,852       —    

Reversal of finance income

        (4,620     (702

Reversal of finance expenses

        194       7,010  

Reversal of tax charge

        (70     (107

Adjustments for:

       

Share-based payment

        9,435       4,679  

Depreciation and amortization

        1,296       198  

Changes in working capital:

       

Deposits

        (2     (819

Trade receivables

        2       154  

Other receivables

        (5,195     282  

Prepayments

        1,133       (211

Contract liabilities (deferred income)

        (3,829     —    

Trade payables and other payables

        (7,324     (6,364
     

 

 

   

 

 

 

Cash flows generated from / (used in) operations

        (62,346     (37,255

Finance income received

        1,555       702  

Finance expenses paid

        (57     (4

Income taxes received / (paid)

        (13     (183
     

 

 

   

 

 

 

Cash flows from / (used in) operating activities

        (60,861     (36,740
     

 

 

   

 

 

 

Investing activities

       

Acquisition of property, plant and equipment

        (2,469     (102
     

 

 

   

 

 

 

Cash flows from / (used in) investing activities

        (2,469     (102
     

 

 

   

 

 

 

Financing activities

       

Capital increase

        511,955       210,025  

Cost of capital increase

        (31,701     (13,118

Payment of lease liabilities

        (1,188     —    
     

 

 

   

 

 

 

Cash flows from / (used in) financing activities

        479,066       196,907  
     

 

 

   

 

 

 

Increase / (decrease) in cash and cash equivalents

        415,736       160,065  
     

 

 

   

 

 

 

Cash and cash equivalents at January 1

        277,862       195,351  

Effect of exchange rate changes on balances held in foreign currencies

        3,066       (7,006
     

 

 

   

 

 

 

Cash and cash equivalents at March 31

        696,664       348,410  
     

 

 

   

 

 

 

Restricted cash included in cash and cash equivalents

        5,674       5,142  
     

 

 

   

 

 

 

 

5


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 technologies to build a leading, fully integrated biopharma company. Ascendis Pharma A/S was incorporated in 2006 and is headquartered in Hellerup, Denmark. Unless the context otherwise requires, references to the “Company,” “Ascendis,” “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 May 30, 2019.

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 unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2018 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 unaudited condensed consolidated interim financial statements are disclosed in Note 3.

Changes in Accounting Policies

As of January 1, 2019, the Company has adopted IFRS 16, “Leases” (“IFRS 16”). IFRS 16 requires, with a few exceptions, lessees to recognize assets (“right-of-use assets”) and liabilities for most leases. Accordingly, lease payments under contracts previously classified as operating leases, will be recognized over the non-cancellable lease period as depreciation included in research and development costs and general and administrative expenses, respectively, and as interest expenses included in finance expenses. Previously, lease payments under operating leases were recognized as research and development costs and general and administrative expenses, respectively.

Impact from IFRS 16 “Leases”

The Company primarily leases office- and laboratory facilities and equipment. Lease arrangements are typically entered into for fixed periods but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.

We have implemented IFRS 16 by applying the modified retrospective approach. Accordingly, no comparative information is restated. The lease liability and corresponding right-of-use assets is measured at the present value of the remaining lease payments, discounted using an estimated incremental borrowing rate at January 1, 2019.

In connection with the transition to IFRS 16, we have reviewed our operating lease agreements’ contractual terms including lease payment structure. Fixed payments, and variable lease payments that depend on an index or a rate, are included in lease payments, while other variable lease payments are excluded. Additionally, payments related to non-lease components are excluded, and thus treated as either research and development costs, or general and administrative expenses.

 

1


Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

For lease arrangements other than those relating to short-term leases and leases of low value assets, lease liabilities have been determined according to the fixed lease payments and variable lease payments that depend on an index or a rate in the non-cancellable periods, discounted by the incremental borrowing rate. Accordingly, at January 1, 2019, we have recognized a lease liability on €17.7 million.

Operating lease commitments under IAS 17 “Leases”, and as disclosed for the annual reporting period ended December 31, 2018 was €19.6 million. The transition to the lease liabilities recognized in the unaudited condensed consolidated interim financial position at January 1, 2019, in accordance with IFRS 16, is summarized below:

 

     (EUR ‘000)  

Operating lease commitments as per December 31, 2018

     19,627  

Short-term contracts, and low value assets

     (169
  

 

 

 

Undiscounted, operating lease commitments as per January 1, 2019

     19,458  
  

 

 

 

Lease liabilities discounted by incremental borrowing rates as per January 1, 2019

     17,700  
  

 

 

 

The associated right-of-use assets primarily relate to office- and laboratory facilities. At January 1, 2019, right-of-use assets of €18.4 million, which include prepaid leases, were recognized as property, plant and equipment.

The transition to IFRS 16 had no impact on retained earnings.

Separate note disclosures on right-of-use assets and lease liabilities and payments for the three months ended March 31, 2019, are included in Note 7.

Several other amendments to and interpretations of IFRS apply for the first time in 2019, but do not have an impact on the accounting policies applied by the Company. Thus, except for the adoption of IFRS 16, the accounting policies applied when preparing these unaudited 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 audited 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, 2018.

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 interim financial statements relate to revenue recognition, share-based payment, internally generated intangible assets, joint arrangements / collaboration agreements, and to our investment in associate.

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. No significant adjustments to accruals recognized during the first 3 months of 2019 or 2018, due to conditions that existed at December 31, 2018, or 2017, have been recognized. Additionally, there have been no changes to the application of significant accounting estimates, and no impairment losses have been recognized during the first three months of 2019 or 2018.

 

2


Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

In connection with adopting IFRS 16, the following are assessed as key assumptions concerning estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amount of right-to-use assets and lease liabilities within the next financial year.

Extension Options

Lease arrangements regarding our office- and laboratory facilities are subject to extension options, providing us with the right (not the obligation) to extend the lease terms after the initial term. Extension options cover periods in the range from 2-6 years in addition to the non-cancellable periods. Except for already exercised extension options at January 1, 2019, no extension options are deemed reasonably certain to be exercised. Accordingly, the lease terms reflect only the non-cancellable periods.

Incremental Borrowing Rate

Lease payments are discounted over the non-cancelable periods, applying each contract’s incremental borrowing rate. In determining incremental borrowing rates, we have considered the contracts’ specific repayment profiles and relevant currencies, and thus applied a corresponding risk-free interest rate, individual credit spread and eventual asset specific adjustment. The incremental borrowing rates applied are 2.5% and 5.0% for lease contracts denominated in EUR or Danish Kroner, and US Dollars, respectively.

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, 2018.

Note 4—Revenue

 

     Three Months Ended
March 31,
 
     2019      2018  
     (EUR’000)  

Revenue from the rendering of services (recognized over time)

     5,414        28  
  

 

 

    

 

 

 

Total revenue

     5,414        28  
  

 

 

    

 

 

 

Revenue from external customers (geographical)

     

North America

     5,414        28  
  

 

 

    

 

 

 

Total revenue

     5,414        28  
  

 

 

    

 

 

 

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.

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 March 31, 2019, 8,132,687 warrants had been granted, of which 19,580 warrants have been cancelled, 2,212,528 warrants have been exercised, 2,168 warrants have expired without being exercised, and 247,634 warrants have been forfeited. As of March 31, 2019, our Board of Directors was authorized to grant up to 2,483,625 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.

 

3


Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

The exercise prices of outstanding warrants under our warrant programs range from €6.48 to €62.15 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 three months ended March 31, 2019:

 

     Total
Warrants
     Weighted
Average
Exercise
Price
EUR
 

Outstanding at January 1, 2019

     5,611,629        29.03  
  

 

 

    

 

 

 

Granted during the period

     54,500        62.05  

Exercised during the period

     —        —    

Forfeited during the period

     (15,352      40.07  

Expired during the period

     —        —  
  

 

 

    

 

 

 

Outstanding at March 31, 2019

     5,650,777        29.32  
  

 

 

    

 

 

 

Vested at the balance sheet date

     2,786,556        17.70  
  

 

 

    

 

 

 

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
March 31,
 
     2019      2018  
     (EUR’000)  

Research and development costs

     4,934        2,386  

General and administrative expenses

     4,501        2,293  
  

 

 

    

 

 

 

Total warrant compensation costs

     9,435        4,679  
  

 

 

    

 

 

 

Note 7—Leases

The following sections summarize the disclosures of the Company’s lease arrangements for the three months ended March 31, 2019. Additional information on the exposure from the Company’s lease arrangements is included in Note 2 and 3.

Right-of-use Assets

At March 31, 2019, the total balance of property, plant and equipment of €24.0 million include right-of-use-assets of €17.5 million. For the three months ended March 31, 2019, additions to right-of-use assets was €68 thousand and relate to office facilities.

At March 31, 2019, depreciation on right-of-use assets amounts to €1.0 million, recognized as research and development costs, and general and administrative expenses, by €0.8 million and €0.2 million, respectively.

Lease Liabilities and Payments

In the unaudited condensed consolidated interim statement of financial position at March 31, 2019, the carrying amount of lease liabilities of €17.5 million is presented as non-current- and current liabilities by €13.2 million and €4.3 million, respectively.

 

4


Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

The table below summarizes the maturity profile of the Company’s lease liabilities based on contractual undiscounted payments:

 

     Carrying
amount
     < 1 year      1-5 years      >5 years      Total contractual
cashflows
 
     (EUR’000)  

March 31, 2019

              

Lease liabilities

     17,484        4,342        11,281        3,185        18,808  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

For the three months ended March 31, 2019, interest on lease liabilities amounts to €137 thousand, which is recognized in finance expenses.

Payments relating to short-term leases and leases of low value assets are recognized either as research and development costs or general and administrative expenses on a straight-line basis according to their lease term. Additionally, lease payments classified as variable, that do not depend on an index or a rate, are expensed as incurred.

At March 31, 2019, the Company’s commitments for short-term leases are deemed immaterial for the unaudited condensed consolidated interim financial statements.

Note 8—Share Capital

The share capital of Ascendis Pharma A/S consists of 46,927,115 shares at a nominal value of DKK 1, all in the same share class.

On March 5, 2019, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, and Evercore Group L.L.C., as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell 4,166,667 ADSs to the Underwriters (the “March 2019 Offering”). The ADSs were sold at a public offering price of $120.00 per ADS and were purchased by the Underwriters from the Company at a price of $112.80 per ADS. Under the terms of the Underwriting Agreement, the Company granted the Underwriters the right, for 30 days, to purchase from the Company up to 625,000 additional ADSs at the public offering price, less the underwriting commissions. On March 11, 2019, the Underwriters exercised their option in full to purchase the additional 625,000 ADSs.

On March 14, 2019, the March 2019 Offering closed and the Company completed the sale and issuance of an aggregate of 4,791,667 ADSs. The Company received net proceeds from the March 2019 Offering of €480.3 million ($539.4 million) after deducting the Underwriters’ commissions and the Company’s offering expenses.

Note 9—Subsequent Events

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

 

5

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, 2018 – “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 study of TransCon Growth Hormone, or hGH, our ongoing phase 2 study of TransCon Parathyroid Hormone, or PTH, and our plans to initiate a phase 2 study of TransCon C-Type Natriuretic Peptide, or CNP;

 

   

our intention to pursue oncology as our second of three independent therapeutic areas of focus;

 

   

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 technologies and file Investigational New Drug Applications, or INDs, or equivalents for such product candidates;

 

   

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 and file INDs or equivalents for such 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, 2018 — “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 technologies to build a leading, fully integrated biopharmaceutical company and develop a pipeline of product candidates with potential best-in-class profiles to address unmet medical needs. We have created a portfolio of potential best-in-class endocrinology rare disease product candidates by utilizing our TransCon technologies with clinically validated parent drugs. We currently have three product candidates in clinical development in rare endocrine diseases and we are working to apply our TransCon technology platform in additional therapeutic areas, including oncology. Additionally, we have developed a pipeline of long-acting prodrug product candidates through strategic collaborations and we are working with these collaboration partners in the areas of ophthalmology and diabetes.

Our most advanced product candidate, TransCon hGH, is in development as a once-weekly long acting prodrug of recombinant human growth hormone, also referred to as hGH, as a potential treatment for growth hormone deficiency, or GHD. Our phase 3 program for TransCon hGH includes the heiGHt, fliGHt and enliGHten Trials.

On March 4, 2019, we announced top-line results from the pivotal phase 3 heiGHt Trial, in which TransCon hGH was observed to have superior efficacy and comparable safety and tolerability to that of a daily hGH. Top-line results showed that once-weekly TransCon hGH was superior to once-daily hGH on the primary endpoint of annualized height velocity, or AHV, at 52 weeks. In the primary analysis of the intent-to-treat population using ANCOVA, TransCon hGH was associated with an AHV of 11.2 cm/year compared to 10.3 cm/year for the daily hGH. The treatment difference was 0.86 cm/year with a 95 percent confidence interval of 0.22 to 1.50 cm/year. The AHV for TransCon hGH was significantly greater than the daily hGH (p=0.0088). Results from the trial indicate that TransCon hGH was generally safe and well-tolerated, with adverse events consistent with the type and frequency observed with daily hGH therapy and comparable between arms of the trial. No serious adverse events related to study drug were observed in either arm. No treatment-emergent adverse events leading to discontinuation of study drug were observed in either arm.

In May 2019, we announced preliminary results from the phase 3 fliGHt Trial of TransCon hGH. The results indicated treatment with TransCon hGH was safe and well-tolerated in subjects with pediatric GHD who were previously treated with commercially-available daily growth hormone therapies. In the trial, the adverse event profile of TransCon hGH was similar to the published safety profile of daily growth hormone therapies with no drug-related discontinuations or drug-related serious adverse events, no neutralizing antibodies, and a low level of low-titer non-neutralizing antibodies. These fliGHt Trial data include new information demonstrating safety and tolerability in treatment-naïve subjects under three years of age.

Subjects completing either the heiGHt or fliGHt Trials may also enroll in an open-label extension study, the enliGHten Trial, which is designed to provide long-term safety data in approximately 300 subjects to support the potential future regulatory filings for TransCon hGH. We initiated the enliGHten Trial in 2017 as the first subjects began to roll over from the heiGHt Trial, and we have enrolled approximately 300 subjects, which will form a safety database consistent with input from regulatory authorities.


We expect the last subject visit forming the two-year follow up for the TransCon hGH phase 3 program in pediatric GHD will occur during the third quarter of 2019. These data, including results from approximately 300 subjects treated with TransCon hGH (approximately 300 for six months, 120 for 12 months and 45 for 24 months), will form the safety database to support a Biologics License Application, or BLA, to the U.S. Food and Drug Administration, or the FDA, for TransCon hGH to treat pediatric GHD in the first half of 2020.

We believe that TransCon hGH may offer a once-weekly therapy for GHD with the potential to improve outcomes compared to currently approved daily hGH. We have also conducted a phase 2 clinical trial in adult subjects with GHD that will form the basis of designing future clinical research in adult GHD. 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, a once-daily long-acting 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 as a true replacement therapy. 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 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 June 2018, we were granted Orphan Drug Designation, or ODD, by 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 initiated the phase 2 PaTH Forward trial in adult subjects with hypoparathyroidism in the first quarter of 2019 with the goal of evaluating different fixed doses of TransCon PTH and a titration regimen for complete withdrawal of standard of care (i.e., calcium and active Vitamin D supplementation), using a ready-to-use prefilled pen device. Our plan for our phase 3 program for TransCon PTH includes incorporating trial sites in the United States, Europe, Australia, Canada, Japan and possibly other Asian countries.

We are also developing TransCon CNP, a long-acting prodrug of C-type natriuretic peptide, as a potential 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 create a long-acting C-type natriuretic peptide, or CNP, prodrug as a potential therapeutic option for achondroplasia and potentially other skeletal disorders. CNP as a therapeutic approach is supported by extensive preclinical and clinical data. In November 2018, we reported preliminary results from a phase 1 clinical trial in healthy adult subjects, which supported our target product profile for TransCon CNP. In February 2019, we were granted ODD by the FDA for TransCon CNP. Our goal is to develop TransCon CNP as a safe and effective therapeutic option for achondroplasia and potentially other related growth disorders.

In addition to our pipeline of candidates in rare endocrine disorders, in January 2019, we announced that we established oncology as our second independent therapeutic area of focus for our TransCon technologies. Our goal is to improve treatment efficacy while limiting or reducing toxicity by applying TransCon technologies to clinically validated drugs, using our unique algorithm for product innovation. We are conducting preclinical studies within the field of oncology to explore multiple potential product candidates and evaluate systemic as well as localized delivery systems using our TransCon platform.

In November 2018, we announced the formation of VISEN Pharmaceuticals, or Visen, a company established to develop and commercialize our endocrinology rare disease therapies in the People’s Republic of China, Hong Kong, Macau, and Taiwan, or Greater China. In connection with the formation of Visen, we granted Visen exclusive rights to develop and commercialize certain product candidates based on our proprietary TransCon technologies, 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 million in cash. We believe Visen supports our strategy to extend our endocrinology rare disease portfolio globally and establish a presence in China in partnership with collaborators who have significant experience and knowledge of the biopharmaceutical opportunity in China. In part because Visen was established in China, we believe Visen will be able to effectively develop and, if approved, market our innovative technologies to address the needs of the local markets in Greater China.

In addition, we have strategic collaborations for TransCon anti-VEGF in the field of ophthalmology, which is partnered with Genentech, and the TransCon peptide program for the 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 technologies 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 technologies 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 innovation in new therapeutic areas. We believe this approach may reduce the risks associated with traditional drug development.


Our TransCon technologies enable us to create long-acting prodrug therapies with potentially significant advantages over existing marketed drug products. Our TransCon technologies transiently link 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 technologies, 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 €53.6 million for the three months ended March 31, 2019 and a net loss of €130.1 million for the year ended December 31, 2018. Our total equity was €716.7 million as of March 31, 2019 compared to €280.1 million as of December 31, 2018. The increase in equity reflects the follow-on public offering of ADSs in March 2019.

Results of Operations

Comparison of the three months ended March 31, 2019 and 2018 (unaudited):

 

     Three Months Ended
March 31,
 
     2019      2018  
     (EUR’000)  

Revenue

     5,414        28  

Research and development costs

     (51,259      (30,540

General and administrative expenses

     (10,436      (4,662
  

 

 

    

 

 

 

Operating profit / (loss)

     (56,281      (35,174

Share of profit / (loss) of associate

     (1,852      —    

Finance income

     4,620        702  

Finance expenses

     (194      (7,010
  

 

 

    

 

 

 

Profit / (loss) before tax

     (53,707      (41,482
  

 

 

    

 

 

 

Tax on profit / (loss) for the period

     70        107  
  

 

 

    

 

 

 

Net profit / (loss) for the period

     (53,637      (41,375
  

 

 

    

 

 

 

Revenue

Total revenue for the three months ended March 31, 2019 was €5.4 million compared to total revenue of €28 thousand for the three months ended March 31, 2018. This change was due to recognition of revenue related to our investment in Visen.

As of March 31, 2019, we had deferred income of €3.1 million under the agreement with Visen, which will be recognized as revenue as we advance the projects that are subject to our collaborations.

Research and Development Costs

Research and development costs were €51.3 million for the three months ended March 31, 2019, an increase of €20.7 million, or 68%, compared to €30.5 million for the three months ended March 31, 2018. The change was primarily attributable to a €10.3 million increase in external development costs related to our TransCon hGH product candidate, primarily including costs for the manufacturing of validation batches, or process performance qualification batches, partly offset by decreasing costs of clinical trials, as we reported top-line results from the phase 3 heiGHt Trial in the first quarter of 2019. External development costs related to our TransCon PTH project increased by €2.2 million, reflecting the continued development and progress with this product candidate, including manufacturing of clinical material and pen device, and initiation of our phase 2 study. External development costs related to our TransCon CNP project decreased by €0.9 million, primarily reflecting a reduction in manufacturing and preclinical costs.

Other research and development costs increased by €9.1 million, primarily driven by an increase in personnel costs of €3.9 million and non-cash share-based payment of €2.5 million due to a higher number of employees in research and development functions, and also reflects increases of €1.2 million in facility costs and €0.4 million in travel costs allocated to research and development functions. Costs related to laboratory operations and product supply activities increased by €0.4 million compared to the same period of last year. Research and development costs included non-cash share-based payment of €4.9 million for the three months ended March 31, 2019, compared to €2.4 million for the three months ended March 31, 2018.


General and Administrative Expenses

General and administrative expenses were €10.4 million for the three months ended March 31, 2019, an increase of €5.7 million, or 124%, compared to general and administrative expenses of €4.7 million for the three months ended March 31, 2018. The increase is primarily due to an increase in personnel costs of €2.0 million and non-cash share-based payment of €2.2 million due to a higher number of employees in general and administrative functions. Other general and administrative expenses increased by €1.5 million due to 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 €4.5 million for the three months ended March 31, 2019, compared to €2.3 million for the three months ended March 31, 2018.

Net Profit / (Loss) in Associate

Net loss in associate was €1.9 million which represent the Company’s share of net result from Visen. As Visen was established in November 2018, no comparative figures are presented.

Finance Income and Finance Expenses

Finance income was €4.6 million for the three months ended March 31, 2019, an increase of €3.9 million compared to €0.7 million for the three months ended March 31, 2018. Finance expenses were €0.2 million for the three months ended March 31, 2019, a decrease of €6.8 million compared to the same period of 2018. The €10.7 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 March 31, 2019, primarily affecting our cash position maintained in U.S. Dollars, which was also 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 March 31, 2019 was a net tax credit of €70 thousand compared to a net tax credit of €107 thousand for the three months ended March 31, 2018. Taxes for the three months ended March 31, 2019 comprised an estimated tax credit of €185 thousand in the group of Danish companies, partly offset by tax payments of €115 thousand in our U.S. and German subsidiaries.

Liquidity and Capital Resources

As of March 31, 2019, we had cash and cash equivalents totaling €696.7 million compared to €277.9 million as of December 31, 2018. 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. Our expenditures are primarily related to research and development activities and general and administrative activities to support research and development. We do not have any debt to third parties.

In February 2015, we announced the closing of our initial public offering, with net proceeds of $111.5 million (or €101.4 million). 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), and in March 2019, we completed a follow-on public offering of ADSs, with net proceeds of $539.4 million (or €480.3 million).

Based on our current operating plan, we believe that our existing cash and cash equivalents as of March 31, 2019 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;

 

   

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 technologies;

 

   

our progress (and the progress of our collaboration partners, if any) 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; 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 three month periods ended March 31, 2019 and 2018:

 

     Three Months Ended
March 31,
 
     2019      2018  
     (EUR’000)  

Cash flows from / (used in) operating activities

     (60,861      (36,740

Cash flows from / (used in) investing activities

     (2,469      (102

Cash flows from / (used in) financing activities

     479,066        196,907  
  

 

 

    

 

 

 

Net increase / (decrease) in cash and cash equivalents

     415,736        160,065  
  

 

 

    

 

 

 

Cash Flows From / (Used in) Operating Activities

Net cash used in operating activities for the three months ended March 31, 2019 was €60.9 million compared to €36.7 million for the three months ended March 31, 2018. The net loss for the three months ended March 31, 2019 of €53.6 million included non-cash charges of €11.0 million, primarily comprising share-based payment and depreciation, and non-cash net financial income and taxes of €3.1 million. The net change in working capital contributed negatively to cash flows by €15.2 million, primarily due to a net increase in receivables and prepayments of €4.1 million, a decrease in accounts payable and other payables of €7.3 million, and a decrease in deferred income of €3.8 million.


Net cash used in operating activities for the three months ended March 31, 2018 was €36.7 million. The net loss for the three months ended March 31, 2018 of €41.4 million was adjusted by non-cash charges of €0.2 million for depreciation and €4.7 million for share-based payments. Net finance expenses, primarily comprising exchange rate adjustments, of €6.3 million and net tax credits of €0.1 million, were reversed. The net change in working capital of €7.0 million was primarily comprised of a €6.4 million decrease in trade payables and other payable and an increase in deposits of €0.8 million, partly offset by a €0.2 million net increase trade receivables, other receivables and prepayments. We received net finance income of €0.7 million and paid taxes of net €0.2 million in the three months ended March 31, 2018.

Cash Flows From / (Used in) Investing Activities

Cash flows used in investing activities for the three months ended March 31, 2019 of €2.5 million were related to acquisition of property, plant and equipment, primarily equipment for use in the laboratories of our German facility.

Cash flows used in investing activities for the three months ended March 31, 2018 of €0.1 million were related to the acquisition of property, plant and equipment for use in the laboratories of our German facility.

Cash Flows From / (Used in) Financing Activities

Cash flows from financing activities for the three months ended March 31, 2019 of €479.1 million were primarily related to our follow-on public offering of ADSs completed in March 2019.

Cash flows from financing activities for the three months ended March 31, 2018 of €196.9 million were solely related to our follow-on offering completed in February 2018.

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, February 2018 and March 2019 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 budgeted future expenses and we make payments from those positions.

Interest Rate Risk

As we have no interest-bearing debt to third parties, derivatives or financial assets and liabilities measured at fair value, 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. While the concentration of credit risk is significant, we consider the credit risk for each of our individual counterparts to be low. Accordingly, since we had no significant trade receivables at March 31, 2019 or December 31, 2018, and our deposits are held with suppliers that are frequently used in our operations, we have made no provision for trade receivables or deposits.

Our exposure to credit risk primarily relates to our cash and cash equivalents. The credit risk is considered limited because the counterparties holding significant deposits, are banks with high credit-ratings assigned by international credit-rating agencies. We have considered the risk of Expected Credit Loss over our cash deposits, including the hypothetical impact arising from the


probability of default (past due with 90 days) considering in conjunction with the expected loss given default from banks with similar credit rating and attributes. Our assessment did not reveal an expected material impairment loss, and accordingly we have made no provision for bank deposits.

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

 

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Ascendis Pharma A/S Reports First Quarter 2019 Financial Results

– Continued execution of global endocrinology rare disease programs, following validation of

TransCon platform in phase 3 heiGHt Trial –

– R&D Day on June 26 to feature endocrinology and introduction of oncology –

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

COPENHAGEN, Denmark, May 30, 2019 (GLOBE NEWSWIRE) – Ascendis Pharma A/S (Nasdaq: ASND), a biopharmaceutical company that utilizes its innovative TransCon technologies to address unmet medical needs, today announced financial results for the quarter ended March 31, 2019.

“In my view, 2019 has been the most transformative period in Ascendis history as we validated our TransCon platform with clinical evidence from the phase 3 heiGHt and fliGHt Trials for TransCon Growth Hormone, while continuing to execute on all three of our global endocrinology rare disease programs,” said Jan Mikkelsen, Ascendis Pharma’s President and Chief Executive Officer. “Our long-term commitment to science and addressing unmet medical needs where we can make a difference for patients has never been stronger. I am pleased with our progress in endocrinology rare diseases and look forward to providing detailed data, as well as introducing our oncology programs, at the upcoming R&D Day on June 26th in New York City.”

Corporate Highlights & Progress

 

   

Reported preliminary results from the phase 3, open label, single arm, fliGHt Trial of TransCon Growth Hormone (hGH), a long-acting growth hormone therapy in development as a once-weekly treatment for pediatric growth hormone deficiency (GHD). Data from this 26-week trial showed TransCon hGH was safe and well-tolerated in pediatric subjects previously treated with commercially-available daily growth hormone therapy. These data also include new information demonstrating safety, efficacy and tolerability in treatment-naïve subjects under three years of age. Detailed results from the fliGHt Trial will be presented at the June 26 R&D Day. Data from the heiGHt and fliGHt Trials, and long-term safety data from the ongoing enliGHten (long-term extension) Trial, will form the safety database that supports submission of a Biologics License Application (BLA) with the U.S. Food and Drug Administration (FDA) for TransCon hGH to treat pediatric GHD in the first half of 2020.

 

   

Presented additional top-line analyses from the pivotal, phase 3 heiGHt Trial for TransCon hGH, which were consistent with the previously reported top-line results and demonstrated that TransCon hGH had comparable safety and tolerability to a daily hGH (Genotropin®), with a significantly greater annualized height velocity over the one-year study period. The additional data were presented at the Pediatric Endocrinology Nursing Society (PENS) and Pediatric Endocrine Society (PES) annual meetings.

 

   

Continued initiating sites to expand reach in the global PaTH Forward phase 2 clinical trial of TransCon PTH, a long-acting parathyroid hormone therapy in development for the treatment of


 

adult hypoparathyroidism, providing physiologic levels of PTH for 24 hours a day. In addition, presented three posters relating to TransCon PTH and hypoparathyroidism: one poster highlighted the short-term symptoms and burden of hypoparathyroidism at ENDO 2019; a second poster presented design of the PaTH Forward trial at the European Calcified Tissue Society (ECTS) meeting; and a third poster presented new data on the economic burden of symptoms of hypoparathyroidism at the International Society for Pharmacoeconomics and Outcomes Research (ISPOR) meeting.

 

   

Completed analysis of data from the phase 1 trial of TransCon CNP, a long-acting prodrug of C-type natriuretic peptide (CNP) in development as a once-weekly therapeutic option for achondroplasia, in healthy subjects following preliminary data reported in November 2018. The results showed that TransCon CNP provided continuous exposure to CNP with a pharmacokinetic profile designed to provide therapeutic levels of CNP with once-weekly dosing. TransCon CNP was generally well tolerated at doses up to 150 µg/kg, with no serious adverse events reported, and the resting blood pressure and heart rate were unchanged from predose at all time points, in all cohorts.

 

   

Received Orphan Drug Designation (ODD) from the U.S. FDA for TransCon CNP in achondroplasia. The company is preparing to initiate a phase 2 trial of TransCon CNP in children with the condition in the third quarter of this year.

 

   

Continued ongoing discussions with regulatory agencies to establish global reach for all three of the company’s endocrinology rare disease clinical programs and advance the global clinical development of TransCon hGH, TransCon PTH and TransCon CNP.

 

   

Ended the first quarter of 2019 with cash and cash equivalents of €696.7 million.

First Quarter 2019 Financial Results

For the first quarter, Ascendis Pharma reported a net loss of €53.6 million, or €1.24 per share (basic and diluted) compared to a net loss of €41.4 million, or €1.07 per share (basic and diluted) for the same period in 2018.

Revenue for the first quarter was €5.4 million compared to €28 thousand in the same quarter of 2018. The increase reflects recognition of revenue from the sale of licenses in connection with the formation of the strategic investment in VISEN Pharmaceuticals.

Research and development (R&D) costs for the first quarter were €51.3 million compared to €30.5 million during the same period in 2018. Higher R&D costs in 2019 reflect an increase in costs for the manufacturing of validation batches of TransCon hGH required as part of the regulatory approval process, partly offset by decreasing costs for the phase 3 clinical program; for TransCon PTH, an increase in costs associated with continued development and progress, including manufacturing of clinical material and pen device, and initiation of the phase 2 PaTH Forward clinical trial; for TransCon CNP, lower manufacturing and preclinical costs, partly offset by phase 2 enabling activities; and increased headcount in R&D functions.

 

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General and administrative expenses for the first quarter were €10.4 million compared to €4.7 million during the same period in 2018. The increase is primarily due to higher personnel costs and other increasing costs of preparing to become a commercial organization.

As of March 31, 2019, the company had cash and cash equivalents of €696.7 million compared to €277.9 million as of December 31, 2018. This includes net proceeds to the company of $539.4 million, or €480.3 million, after deducting the underwriters’ commissions and the company’s estimated offering expenses, from an underwritten public offering of 4,791,667 American Depositary Shares (“ADSs”), completed in March 2019. As of March 31, 2019, Ascendis Pharma had 46,927,115 ordinary shares outstanding.

Realizing Vision 3x3: R&D Day on June 26, 2019

Ascendis Pharma is hosting an R&D Day for investors in New York City on June 26, 2019 from 9:00 a.m. to 1:00 p.m. Eastern Time (ET). The company will provide an update on its endocrinology rare disease and oncology research and development activities.

Conference Call and Webcast information

Ascendis Pharma will host a conference call and webcast today at 4:30 p.m. ET to discuss its first quarter 2019 financial results. Details include:

 

Date    Thursday, May 30, 2019
Time    4:30 p.m. ET
Dial In (U.S.)    844-290-3904
Dial In (International)    574-990-1036
Access Code    9879947

A live webcast of the conference call will be available on 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 technologies to create new and potentially best-in-class therapies.

Ascendis Pharma currently has a pipeline of three independent endocrinology rare disease product candidates in clinical development and has established oncology as its second therapeutic area of focus. 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.

 

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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 submit a BLA with the FDA for TransCon hGH to treat pediatric GHD in the first half of 2020, (ii) our plans to initiate a phase 2 trial of TransCon CNP in children with achondroplasia in the third quarter of 2019, (iii) our ability to apply our TransCon platform 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 and potential commercialization 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, 2018, which we filed with the SEC on April 3, 2019. 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. ©May 2019 Ascendis Pharma A/S.

FINANCIAL TABLES 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
March 31,
 
     2019     2018  

Revenue

     5,414       28  

Research and development costs

     (51,259     (30,540

General and administrative expenses

     (10,436     (4,662
  

 

 

   

 

 

 

Operating profit / (loss)

     (56,281     (35,174

Share of profit / (loss) of associate

     (1,852     —    

Finance income

     4,620       702  

Finance expenses

     (194     (7,010
  

 

 

   

 

 

 

Profit / (loss) before tax

     (53,707     (41,482

Tax on profit / (loss) for the period

     70       107  
  

 

 

   

 

 

 

Net profit / (loss) for the period

     (53,637     (41,375
  

 

 

   

 

 

 

Other comprehensive income / (loss)

    
Items that may be reclassified subsequently to profit or loss:     

Exchange differences on translating foreign operations

     559       (9
  

 

 

   

 

 

 

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

     559       (9
  

 

 

   

 

 

 

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

     (53,078     (41,384
  

 

 

   

 

 

 

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

     (53,637     (41,375

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

     (53,078     (41,384
     EUR     EUR  

Basic and diluted earnings / (loss) per share

     (1.24     (1.07

Number of shares used for calculation (basic and diluted)

     43,371,559       38,699,204  
  

 

 

   

 

 

 

 

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Ascendis Pharma A/S

Unaudited Condensed Consolidated Interim Statements of Financial Position

(In EUR’000s)    

 

     March 31,      December 31,  
   2019      2018  

Assets

     

Non-current assets

     

Intangible assets

     3,495        3,495  

Property, plant and equipment

     24,032        4,325  

Investment in associate

     17,476        17,083  

Deposits

     1,161        1,158  
  

 

 

    

 

 

 
     46,164        26,061  

Current assets

     

Trade receivables

     4        6  

Other receivables

     6,863        1,775  

Prepayments

     11,282        12,415  

Income taxes receivable

     962        849  

Cash and cash equivalents

     696,664        277,862  
  

 

 

    

 

 

 
     715,775        292,907  
  

 

 

    

 

 

 

Total assets

     761,939        318,968  
  

 

 

    

 

 

 

Equity and liabilities

     

Equity

     

Share capital

     6,301        5,659  

Distributable equity

     710,360        274,391  
  

 

 

    

 

 

 

Total equity

     716,661        280,050  
  

 

 

    

 

 

 

Non-current liabilities

     

Lease liabilities

     13,213        —    
  

 

 

    

 

 

 
     13,213        —    
  

 

 

    

 

 

 

Current liabilities

     

Lease liabilities

     4,271        —    

Contract liabilities

     3,073        6,902  

Trade payables

     19,237        19,740  

Other payables

     5,445        12,267  

Income taxes payable

     39        9  
  

 

 

    

 

 

 
     32,065        38,918  
  

 

 

    

 

 

 

Total liabilities

     45,278        38,918  
  

 

 

    

 

 

 

Total equity and liabilities

     761,939        318,968  
  

 

 

    

 

 

 

 

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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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