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8-K - 8-K - AVADEL PHARMACEUTICALS PLCflamelform8-kjefferiespres.htm
November 2016 1


 
November 2016 2 Company Highlights Mission: Build a diversified specialty pharmaceutical company that controls 100% of its drug development and future •Cash flow positive & strong balance sheet – NO DEBT •$149.7 million in cash & marketable securities at September 30, 2016 Strong Financial Position •Data for Micropump® applied to sodium oxybate expected 1H 2018 •Current market size in excess of $1 billion Phase III Trial •3 branded hospital products with little competition •4 products added through acquisition of FSC Pediatrics in Q1 2016 Expanding Product Portfolio •Micropump® sodium oxybate • LiquiTime® for OTC and Rx •Trigger Lock™ hydromorphone •Medusa™ exenatide Platform Technologies •Technology patent life extends to a minimum of 2025 •Product specific IP will extend patent life Extensive IP


 
November 2016 3 Corporate Transformation Established as drug delivery & formulation company 1990 2006 Coreg CR® using Micropump® received FDA approval (GSK partnered product) 2012 Flamel acquired Éclat Pharmaceuticals 2013 FDA approved Bloxiverz® 2014 FDA approved Vazculep® IP transferred to Ireland 2015 $173.2 million product revenue; $84 million cash from operations 2016 Acquired FSC Pediatrics SPA agreement reached with FDA for Phase III trial Since 2013 Flamel received three NDA approvals, initiated Phase III trial for Micropump® sodium oxybate & transformed into a cash flow positive company FDA approved Akovaz™ Phase III trial for Micropump® sodium oxybate initiated 2017 Reincorporation to Ireland company to become Avadel Pharmaceuticals plc


 
November 2016 4 Becoming Avadel Pharmaceuticals plc 1990  Avadel Pharmaceuticals plc (NASDAQ: AVDL)  “AdVAnced DELivery”  Cross-border merger from France to Ireland effective January 1, 2017  No changes to capital structure or share count


 
November 2016 5 2016 Expectations 1 UMD is Flamel’s Unapproved Marketed Drugs Strategy, which takes unapproved drugs through the FDA approval process. These products are not protected by IP and are subject to generic filers. Generate total revenue of $133 - $143 million Initiate development of UMD #4  Commence registration & dosing for Phase III trial of Micropump® sodium oxybate by 2H 2016  Begin licensing discussions for Trigger Lock™ & Medusa™ platforms  Integrate FSC Pediatrics and optimize sales territories  Launch Akovaz™ (Approved on 4/29/16)


 
November 2016 6 LiquiTime® Cough/Cold Drug/ Technology Indication Proof of Concept Phase III Under Review Approved Unapproved Marketed Drug #4 Undisclosed Sodium oxybate/ Micropump® Narcolepsy Hydromorphone / Trigger Lock™ Pain Exenatide/Medusa™ Diabetes Current Pipeline Partnered Products Phase III trial for Micropump® sodium oxybate initiated September 2016 No IP Protection IP Protection


 
November 2016 7 Xyrem® FY 2016 sales expected to be $1.2 - $1.25 billion Sodium Oxybate Market Opportunity * GlobalData & JAZZ’s 4Q’15 earnings call >~178,000 narcoleptic patients in U.S.* < 13,000 patients on treatment* Large untapped opportunity exists in narcolepsy patient population >150,000 patients not on sodium oxybate therapy


 
November 2016 8 Micropump® Sodium Oxybate (FT218) * Xyrem prescribing information Studied in 40 healthy volunteers at 4.5 grams, 6 grams and 7.5 grams Results showed: Similar onset of action as Xyrem Slightly lower Cmax than Xyrem Similar blood levels at hours 7 - 8 Sodium Oxybate: Standard of care for treatment of excessive daytime sleepiness (EDS) & cataplexy for patients suffering from narcolepsy Dosed twice nightly* 3 - 4.5 grams at bedtime 3 - 4.5 grams at 2.5 – 4 hrs later FT218 has potential to eliminate 2nd dose & provide other patient benefits


 
November 2016 9 Phase III Pivotal Trial - FT218 • Randomized, double-blind, placebo controlled efficacy study • 264 patients • ~50-60 clinical sites across U.S., Canada & Eastern Europe • Patients will undergo screening period then be titrated to daily doses of 4.5 g, 6.0 g, 7.5 g and 9.0 g FT218 or placebo • Patients on drug or placebo for 13 weeks • Overall timeline to complete enrollment: ~ 1 year


 
November 2016 10 Micropump® Overview Robust platform technology utilizing microparticles for the extended/delayed release of drugs in GI tract Micropump 1st approved in 2006 in Coreg CR (carvedilol) 10 years – no generics Tailored release profile solves dosing problems related to PK profiles and drugs with short half lives Applicable to wide variety of molecules Patented through 2027 with product specific patents to extend protection


 
November 2016 11 Independent study confirmed better extraction/recovery than Exalgo & Oxycontin – Alcohol interaction study in 3Q 2016 Studied in 30 healthy volunteers: 3 FT227 prototypes (fasted & fed) Results: 1 formulation bioequivalent to Jurnista© (fasted) Selected formulation to advance Abuse-deterrent, extended-release, oral solid for application with opioids Total U.S. Rx sales painkillers 2015: $6.5B OxyContin® (ER oxycodone): $2.1B ER hydromorphone (Exalgo® & generics): $138M Commenced licensing discussions for platform technology Trigger Lock™ Hydromorphone (FT227) 1 IMS data 2 “America’s Addiction to Opioids: Heroin and Prescription Drug Abuse” (National Institute on Drug Abuse, May 14, 2014)


 
November 2016 12 LiquiTime® Overview • Ibuprofen  12 hour profile developed for pain/fever  Regulatory pathway deemed high risk and high cost • Guaifenesin  Successful pilot PK study reported in March 2015  Second PK study ongoing  Update anticipated in early 2017 LiquiTime for prescription products currently under feasibility Licensed OTC rights to Perrigo in October 2015 – first two products:


 
November 2016 13 Phase Ib Results • 1 dose FT228 (140mcg) / week for 4 weeks in 12 type 2 diabetes mellitus patients • PK data showed continuous release of exenatide over period of up to 14 days & RBA close to 100% • PD data comparable to current marketed products Bydureon® & Victoza® • Low incidence of prolonged GI side effects and mild injection site reactions • Actively seeking partnership / licensing deal for Medusa Market Opportunity • GLP-1 products recorded $3.9 billion* of sales: • $2.5 million for Victoza® (once a day liraglutide, Novo Nordisk) • $736 million for Bydureon® (once-a-week exenatide, AstraZeneca) • $319 million for Byetta® (twice-a-day exenatide, AstraZeneca) Medusa™ Exenatide (FT228) * IMS – U.S. sales in 2015 Subcutaneous injection formulation of exenatide, a GLP-1 (glucagon-like peptide – 1) for treatment of Type 2 diabetes


 
November 2016 14 Marketed Products


 
November 2016 15 Éclat Portfolio Products * IMS data Bloxiverz® (neostigmine methylsulfate injection) • Indication: Reverses neuromuscular blockades used in surgical procedures • 1 of 3 approved versions; ~ 4 million vials sold annually in the U.S.* Vazculep® (phenylephrine hydrochloride injection) • Indication: Treatment of hypotension resulting primarily from vasodilation in the setting of anesthesia • Form: 1 mL single use vials, 5 mL and 10 mL o 1mL vial – 5.7 million 5mL vial – 1.2 M 10mL vial – 0.2 million Akovaz™ (ephedrine sulfate injection) • Indication: Treatment of clinically important hypotension occurring in the setting of anesthesia • ~ 7 million vials sold annually in the U.S.


 
November 2016 16 Pediatric Products • Indication: Perennial allergic rhinitis in children 2 years of age and older • Patent protection through March 2029 • Rx antihistamine market size in U.S. ~ $110M • Indication: 2nd generation Cephalosporin covering a variety of common pathogens • For children as young as 1 year • U.S. Market for Cephalosporin ~ $300M • Indication: Treatment of GERD in pediatric patients aged 1-11 years • Proton Pump Inhibitor (PPI) • Market size in U.S. ~ $110M • Indication: Collapsible asthma spacer for use with metered dose inhalers (MDIs) • Patent protection through March 2028 • Market size in U.S. ~ $50M


 
November 2016 17 Strong Intellectual Property Platform US Europe Micropump® July 2027 July 2023 LiquiTime® September 2025 April 2023 Trigger Lock™ April 2027 May 2026 (pending) Medusa™ June 2031 June 2027 (pending) Product US Karbinal™ ER March 2029 Flexichamber® March 2028 Patent Protection Through.. Product specific IP combined with platform IP extend patent life


 
November 2016 18 Seasoned Senior Management Name Title Experience Michael S. Anderson Chief Executive Officer 40+ years Pharma Mike Kanan Senior Vice President and Chief Financial Officer 30+ years Financial Phillandas T. Thompson Senior Vice President, General Counsel 16+ years Legal Sandy Hatten Senior Vice President, Quality and Regulatory Affairs 30+ years Pharma Gregory J. Davis Vice President, Corporate and Business Development 20+ years Pharma David Monteith, Ph.D. Vice President, Research and Development 25+ years Pharma Dhiren D’Silva Vice President of Irish and European Operations 19+ years Business


 
November 2016 19 Non-GAAP Financial Results *Reconciliations from GAAP to Non-GAAP can be found in the appendix (in $000s) Q3 2016 Q2 2016 Q3 2015 Q3 2016 vs. Q2 2016 Q3 2016 vs. Q3 2015 Revenue 32,087$ 38,858$ 47,313$ (6,771)$ (15,226)$ Cost of products and services sold 2,844 3,145 2,087 (301) 757 Research and development expenses 8,143 7,604 7,221 539 922 Selling, general and admin expenses 12,740 11,290 4,568 1,450 8,172 Intangible asset amortization - - - - - Fair value adjustments of contingent consideration 5,884 6,992 9,027 (1,108) (3,143) Operating Expenses 29,611 29,031 22,903 580 6,708 Operating income (loss) 2,476 9,827 24,410 (7,351) (21,934) Interest & Other Expense (net) (559) (814) (1,014) 255 455 Income (loss) before income taxes 1,917 9,013 23,397 (7,096) (21,480) Income tax provision 5,416 9,998 10,255 (4,581) (4,839) Net loss (3,499)$ (985)$ 13,142$ (2,515)$ (16,641)$ Diluted loss per share (0.08)$ (0.02)$ 0.32$ (0.06)$ (0.40)$ Difference - Inc./(Dec.)


 
November 2016 20 Cash Flow Summary Balance sheet remains strong with no bank debt and $149.7 million in cash and marketable securities (in $000s) 2016 2015 TOTAL Cash and Marketable Securities Beginning Balance 144,802$ 92,834$ Operating Cash Flows (excluding tax and earnout/royalty payments) 49,639 92,277 Tax Payments (22,200) (34,382) Earnout/Royalty Payments (24,229) (17,655) Repayment of Debt - (4,904) Issuance of Ordinary Shares and Warrants - 6,990 FX & Other, net 1,655 (6,788) Change in Total 4,865 35,538 Ending Balance 149,667$ 128,372$ Nine Months Ended September 30,


 
November 2016 21 Company Highlights Mission: Build a diversified specialty pharmaceutical company that controls 100% of its drug development and future •Cash flow positive & strong balance sheet – NO DEBT •$154.9 million in cash and marketable securities as of June 30, 2016 Strong Financial Position •Data for Micropump® applied to sodium oxybate expected 1H 2018 •Current market size in excess of $1 billion Phase III Trial •3 branded hospital products with little competition •4 products added through acquisition of FSC Pediatrics in Q1 2016 Expanding Product Portfolio •Micropump® sodium oxybate • LiquiTime® for OTC and Rx •Trigger Lock™ hydromorphone •Medusa™ exenatide Platform Technologies •Technology patent life extends to a minimum of 2025 •Product specific IP will extend patent life Extensive IP


 
November 2016 22 Appendix


 
November 2016 23 GAAP to Non-GAAP Reconciliations Three Months Ended September 30, 2016: (in thousands - USD$) Include GAAP Intangible asset amortization Foreign exchange (gain)/loss Contingent related party payable fair value remeasurements Contingent related party payable paid/accrued Total Adjustments NON-GAAP Product sales and services 31,340$ -$ -$ -$ -$ -$ 31,340$ License and research revenue 747 - - - - - 747 Total revenue 32,087 - - - - - 32,087 Cost of products and services sold (3rd Party) 2,844 - - - - - 2,844 Intercompany cost of products sold - - - - - - - Cost of products and services sold 2,844 - - - - - 2,844 Research and development expenses 8,143 - - - - - 8,143 Selling, general and administrative expenses 12,740 - - - - - 12,740 Intangible asset amortization 3,702 (3,702) - - - (3,702) - Changes in fair value of related party contingent consideration 20,848 - - (20,848) 5,884 (14,964) 5,884 Total operating expenses 48,277 (3,702) - (20,848) 5,884 (18,666) 29,611 Operating income (loss) (16,190) 3,702 - 20,848 (5,884) 18,666 2,476 Investment Income 490 - - - - - 490 Interest Expense (264) - - - - - (264) Other Expense - changes in fair value of related party payable (1,828) - - 1,828 (785) 1,043 (785) Foreign exchange gain (loss) 1,249 - (1,249) - - (1,249) - Income (loss) before income taxes (16,543) 3,702 (1,249) 22,676 (6,669) 18,460 1,917 I come tax provision 3,451 1,329 - 1,021 (385) 1,965 5,416 Income Tax Rate (21%) 36% - 5% 6% 11% 283% Net Loss (19,994)$ 2,373$ (1,249)$ 21,655$ (6,284)$ 16,495$ (3,499)$ Net loss per share - Diluted (0.48)$ 0.06$ (0.03)$ 0.52$ (0.15)$ 0.40$ (0.08)$ Weighted average number of shares outstanding - Diluted 41,241 41,241 41,241 41,241 41,241 41,241 41,241 Adjustments Exclude


 
November 2016 24 GAAP to Non-GAAP Reconciliations Three Months Ended June 30, 2016: (in thousands - USD$) Include GAAP Intangible asset amortization Foreign exchange (gain)/loss Purchase accounting adjustments - FSC Contingent related party payable fair value remeasurements Contingent related party payable paid/accrued Total Adjustments NON-GAAP Product sales and services 38,165$ -$ -$ -$ -$ -$ -$ 38,165$ License and research revenue 693 - - - - - - 693 Total revenue 38,858 - - - - - - 38,858 Cost of products and services sold 3,907 - - (762) - - (762) 3,145 Research and development expenses 7,604 - - - - - - 7,604 Selling, general and administrative expenses 11,290 - - - - - - 11,290 Intangible asset amortization 3,702 (3,702) - - - - (3,702) - Changes in fair value of related party contingent consideration 23,898 - - - (23,898) 6,992 (16,906) 6,992 Total operating expenses 50,401 (3,702) - (762) (23,898) 6,992 (21,370) 29,031 Operating income (loss) (11,543) 3,702 - 762 23,898 (6,992) 21,370 9,827 Investment Income 390 - - - - - - 390 Interest Expense (263) - - - - - - (263) Other Expense - changes in fair value of related party payable (2,773) - - - 2,773 (941) 1,832 (941) Foreign exchange gain (loss) 1,680 - (1,680) - - - (1,680) - Income (loss) before income taxes (12,509) 3,702 (1,680) 762 26,671 (7,933) 21,522 9,013 I come tax provision 7,449 1,329 - 266 1,414 (460) 2,549 9,998 Income Tax Rate (60%) 36% - 35% 5% 6% 12% 111% Net Loss (19,958)$ 2,373$ (1,680)$ 496$ 25,257$ (7,473)$ 18,973$ (985)$ Net loss per share - Diluted (0.48)$ 0.06$ (0.04)$ 0.01$ 0.60$ (0.18)$ 0.46$ (0.02)$ Weighted average number of shares outstanding - Diluted 41,241 41,241 41,241 41,241 41,241 41,241 41,241 41,241 Adjustments Exclude


 
November 2016 25 GAAP to Non-GAAP Reconciliations Three Months Ended September 30, 2015: (in thousands - USD$) Include GAAP Intangible asset amortization Foreign exchange (gain)/loss Contingent related party payable fair value remeasurements Contingent related party payable paid/accrued Total Adjustments NON-GAAP Product sales and services 47,313$ -$ -$ -$ -$ -$ 47,313$ License and research revenue - - - - - - - Total revenue 47,313 - - - - - 47,313 Cost of products and services sold 2,087 - - - - - 2,087 Research and development expenses 7,221 - - - - - 7,221 Selling, general and administrative expenses 4,568 - - - - - 4,568 Intangible asset amortization 3,141 (3,141) - - - (3,141) - Changes in fair value of related party contingent consideration 44,782 - - (44,782) 9,027 (35,755) 9,027 Total operating expenses 61,799 (3,141) - (44,782) 9,027 (38,896) 22,903 Operating income (loss) (14,486) 3,141 - 44,782 (9,027) 38,896 24,410 Investment Income 197 - - - - - 197 Interest Expense - - - - - - - Other Expense - changes in fair value of related party payable (6,644) - - 6,644 (1,211) 5,433 (1,211) Foreign exchange gain (loss) 160 - (160) - - (160) - Income (loss) before income taxes (20,773) 3,141 (160) 51,426 (10,237) 44,170 23,397 I come tax provision 7,302 1,099 (48) 2,325 (424) 2,953 10,255 Income Tax Rate (35%) 35% 30% 5% 4% 7% 44% Net Loss (28,075)$ 2,042$ (112)$ 49,101$ (9,814)$ 41,217$ 13,142$ Net loss per share - Diluted (0.69)$ 0.05$ -$ 1.20$ (0.24)$ 1.01$ 0.32$ Weighted average number of shares outstanding - Diluted 40,625 40,625 40,625 40,625 40,625 40,625 40,625 Adjustments Exclude


 
November 2016 26 Advanced Formulation and Delivery Platforms for Better and Safer Drugs Micropump®, LiquiTime®, Trigger Lock™ and Medusa ™ are trademarks of Flamel Ireland Ltd. Flamel’s Proprietary Drug Delivery Platforms


 
November 2016 27 Micropump® Drug Delivery Platform Modified/Controlled Release of Solid Oral Drugs


 
November 2016 28 Micropump® Micropump® allows development of modified and/or controlled release of solid, oral dosage formulations of drugs • Derivative LiquiTime® allows development of modified/controlled release of liquid formulations • Derivative Trigger Lock™ allows development of tamper-resistant modified/controlled release formulations of narcotic/opioid analgesics Versatility of Micropump® allows development of differentiated product profiles (SR / DR formulations) under various dosage forms: • Capsules, tablets, sachets (sodium oxybate) • Oral liquid suspensions (LiquiTime®) + Widely used and accepted excipients Coated microparticles Unique formulation used for different dose strengths and forms • Same drug with different release profiles or • Two or more drugs with tailored release profiles for combination therapy


 
November 2016 29 Micropump® Platform at a Glance • Extended/delayed release of drugs throughout GI Tract • Precise pharmacokinetics of single or combination drugs in various formats • Numerous Micropump®-based products have been successfully tested in human clinical trials Various dosage forms (tablet, capsule, sachet, liquid) Commercial stage platform approved in the USA and EU Widely used and accepted excipients Rapid development possible Combination of multiple release profiles and/or multiple active ingredients Taste-masking properties Readily scalable Patent protection


 
November 2016 30 • Microparticles dispersed in the stomach, pass into the small intestine where each microparticle releases drug at an adjustable rate over an extended period of time (up to 24 hours) • Drug released at adjustable rate controlled (time dependent release: SR coating) and/or delayed (pH and time dependent release: DR coating) • Micropump® microparticles can be used separately or together to provide highly specialized delivery profiles Microparticles for Controlled/Modified Release Granules drug granulate or layered neutral core


 
November 2016 31 LiquiTime® Drug Delivery Platform Modified/Controlled Release of Liquid Oral Drugs


 
November 2016 32 LiquiTime® • Allows development of modified/controlled release liquid formulations for patients having issues swallowing tablets/capsules • Not limited to working solely with ionic drugs as with resin-complex based technologies • Readily scalable to commercial quantities • Easy to swallow, good mouth feel, taste masked - dose flexibility while maintaining accuracy and safety Pediatric1 • US population younger than 18 years old = 76 million in 2019 • 75% of households with children under 12 purchased an OTC pain reliever over the past 12 months • Sales of OTC pediatric product in the US = $1.6 B in 2013 ($1.9 B estimated in 2018) Geriatric • 810 million people > 60 years in 2012 2 billion expected in 20502 • In 2010 approximately 45-50% of the prescriptions were written for people aged 60 and above and one in three patients took at least 5 drugs or more on a daily basis in the United States3 Applicable to: 1 “OTC Pediatrics – US” (March 2014, Mintel) 2 World Health Organization 3 “Geriatric Medicine Market - Global Industry Analysis, Size, Share, Growth, Trends and Forecast, 2013 – 2019” (Transparency Market Research)


 
November 2016 33 Trigger Lock™ Platform Abuse Deterrent Extended Release of Opioids


 
November 2016 34 • Drug loaded Micropump® microparticles: Sustained Release (SR) microparticles individually polymer coated which are resistant to crushing • Viscosifying ingredient(s): To prevent abuse by injection after extraction in a small volume of solvent • Quenching ingredient(s): To prevent extraction in large volumes of liquid (forming a complex with the opioid preventing its solubilization in aqueous/alcoholic media) Trigger Lock™ for Abuse Deterrence  Each microparticle retains its polymer coating  Trigger Lock™ is virtually impervious to crushing


 
November 2016 35 Medusa™ Drug Delivery Platform Modified/Controlled Release of Injectable Drugs


 
November 2016 36 In Vivo Drug Release from Medusa™ Depot Release of the unmodified drug by diffusion, disaggregation of the depot and competition with endogeneous proteins over several days Depot formation Drug Vitamin E Glutamic acid Day 1 Injection Day X* Natural and safe components disappearing progressively *By adjusting polymer concentration and/or ions content