NAMSW NewAmsterdam Pharma Company NV

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 09, 2024

 

 

NewAmsterdam Pharma Company N.V.

(Exact name of Registrant as Specified in Its Charter)

 

 

The Netherlands			001-41562	N/A
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
Goomieer 2-35
Naarden
The Netherlands				1411 DC
(Address of Principal Executive Offices)				(Zip Code)
			+31 (0) 35 206 2971
(Registrant’s Telephone Number, Including Area Code)

 

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, nominal value €0.12 per share		NAMS		The Nasdaq Stock Market LLC
Warrants to purchase ordinary shares		NAMSW		The Nasdaq Stock Market LLC

 

☒	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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Item 2.02 Results of Operations and Financial Condition.

On May 9, 2024, NewAmsterdam Pharma Company N.V. (the “Company”) issued a press release announcing corporate updates and its financial results for the quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.

Exhibit No.		Description
99.1		NewAmsterdam Pharma Company N.V. Press Release, dated May 9, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NewAmsterdam Pharma Company N.V.
Date:	May 9, 2024	By:	/s/ Michael Davidson
		Name:	Michael Davidson, M.D.
		Title:	Chief Executive Officer

 

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NewAmsterdam Pharma Provides Corporate Update and Reports First Quarter Financial Results

 

-- Enrolled over 9,500 patients in Phase 3 PREVAIL global CVOT--

-- On-track to report topline data from Phase 3 BROOKLYN trial in HeFH in 3Q 2024 and Phase 3 BROADWAY trial in ASCVD in 4Q 2024 --

 

-- Dosed first patients in TANDEM, pivotal Phase 3 trial evaluating fixed-dose combination of obicetrapib and ezetimibe; topline data expected in 1Q 2025 --

 

-- Company to host R&D event on May 16, 2024, beginning at 9:00 a.m. ET in New York City –

 

-- Strong financial position; ending the quarter with $481.1 million in cash --

 

Naarden, the Netherlands and Miami, USA; May 9, 2024 – NewAmsterdam Pharma Company N.V. (Nasdaq: NAMS or “NewAmsterdam” or the “Company”), a late-stage, clinical biopharmaceutical company developing oral, non-statin medicines for patients at risk of cardiovascular disease (“CVD”) with elevated low-density lipoprotein cholesterol (“LDL-C”), for whom existing therapies are not sufficiently effective or well-tolerated, today announced corporate updates and financial results for the quarter ended March 31, 2024.

 

“Recent months were marked by important milestones across our organization as we execute our multi-pronged clinical development strategy for obicetrapib and begin to prepare for a global launch,” said Michael Davidson, M.D., Chief Executive Officer of NewAmsterdam. “We recently completed enrollment in PREVAIL, our cardiovascular outcomes trial ("CVOT”), and initiated TANDEM, a pivotal Phase 3 trial evaluating a fixed-dose combination of obicetrapib and ezetimibe. These trials, alongside BROOKLYN and BROADWAY, are expected to provide important insights into obicetrapib’s ability to potentially improve upon the existing standard of care, by helping patients achieve their target LDL-C goals and, ultimately, avoid catastrophic outcomes. We are grateful to patients and physicians globally for their partnership, and we look forward to reporting pivotal data, beginning with topline results from BROOKLYN and BROADWAY in the third and fourth quarters of this year, respectively.”

 

Dr. Davidson continued, “In parallel, we are working diligently to lay the foundation for a future global launch of obicetrapib, if approved. We believe that the market opportunity for obicetrapib is substantial; millions of people are living with hypercholesterolemia and many of those with atherosclerotic cardiovascular disease (“ASCVD”) or heterozygous familial hypercholesterolemia (“HeFH”) are not achieving LDL-C targets, despite the availability of statin therapies and PCSK9 inhibitors. We look forward to sharing additional details on our pre-launch activities and commercial strategy at our R&D Day on May 16th and, if our Phase 3 program is successful and regulatory approval is received, to delivering obicetrapib to improve health outcomes for CVD patients worldwide.”

 

Clinical Development Updates:

 

NewAmsterdam is developing obicetrapib, an oral, low-dose and once-daily cholesteryl ester transfer protein (“CETP”) inhibitor, as the preferred LDL-C lowering therapy to be used in patients at risk of CVD for whom existing therapies are not sufficiently effective or well-tolerated.

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Corporate Updates

 

 

Upcoming Potential Milestones

 

NewAmsterdam currently expects to achieve the following upcoming milestones:

 

Upcoming Investor Events

 

NewAmsterdam management will participate in a fireside chat at the RBC Capital Markets Global Healthcare Conference on Tuesday, May 14 at 4:35 p.m. ET in New York City.

 

Additionally, NewAmsterdam will host an R&D Day event on Thursday, May 16, 2024, beginning at 9:00 a.m. ET in New York City. The event will feature a panel discussion and presentations from management to discuss obicetrapib’s clinical development path, the Company’s commercial readiness and strategy, and the cardiovascular disease landscape and opportunities for innovative new products.

 

Live webcasts of both events will be available through the investor relations section of the NewAmsterdam website at ir.newamsterdampharma.com. Following the live webcasts, archived replays will be available on the Company’s website.

 

First Quarter Financial Results

 

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About Obicetrapib

 

Obicetrapib is a novel, oral, low-dose CETP inhibitor that NewAmsterdam is developing to overcome the limitations of current LDL-lowering treatments. In each of the Company’s Phase 2 trials, ROSE2, TULIP, ROSE, and OCEAN, evaluating obicetrapib as monotherapy or combination therapy, the Company observed statistically significant LDL-lowering combined with a side effect profile similar to that of placebo. The Company is conducting two Phase 3 pivotal trials, BROADWAY and BROOKLYN, to evaluate obicetrapib as a monotherapy used as an adjunct to maximally tolerated lipid-lowering therapies to provide additional LDL-lowering for CVD patients and TANDEM, to evaluate obicetrapib and ezetimibe as a fixed-dose combination. The Company began enrolling patients in BROADWAY in January 2022, in BROOKLYN in July 2022, and in TANDEM in March 2024; completing enrollment of BROOKLYN in April 2023 and BROADWAY in July 2023. The Company also commenced the Phase 3 PREVAIL cardiovascular outcomes trial in March 2022, which is designed to assess the potential of obicetrapib to reduce occurrences of major adverse cardiovascular events, including cardiovascular death, non-fatal myocardial infarction, non-fatal stroke and non-elective coronary revascularization. NewAmsterdam completed enrollment of PREVAIL in April 2024 and randomized over 9,500 patients.

 

About NewAmsterdam

 

NewAmsterdam Pharma (Nasdaq: NAMS) is a late-stage biopharmaceutical company whose mission is to improve patient care in populations with metabolic diseases where currently approved therapies have not been adequate or well tolerated. We seek to fill a significant unmet need for a safe, well-tolerated and convenient LDL-lowering therapy. In multiple phase 3 studies, NewAmsterdam is investigating obicetrapib, an oral, low-dose and once-daily CETP inhibitor, alone or as a fixed-dose combination with ezetimibe, as LDL-C lowering therapies to be used as an adjunct to statin therapy for patients at risk of CVD with elevated LDL-C, for whom existing therapies are not sufficiently effective or well tolerated.

 

Forward-Looking Statements

 

Certain statements included in this document that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”

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“future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company’s business and strategic plans, the Company’s commercial opportunity, the therapeutic and curative potential of the Company’s product candidate, the Company’s clinical trials and the timing for enrolling patients, the timing and forums for announcing data, the achievement and timing of regulatory approvals, and plans for commercialization. These statements are based on various assumptions, whether or not identified in this document, and on the current expectations of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; risks related to the approval of the Company’s product candidate and the timing of expected regulatory and business milestones, including potential commercialization; ability to negotiate definitive contractual arrangements with potential customers; the impact of competitive product candidates; ability to obtain sufficient supply of materials; global economic and political conditions, including the Russia-Ukraine and Israel-Hamas conflict; the effects of competition on the Company’s future business; and those factors described in the Company’s public filings with the Securities Exchange Commission. Additional risks related to the Company’s business include, but are not limited to: uncertainty regarding outcomes of the Company’s ongoing clinical trials, particularly as they relate to regulatory review and potential approval for its product candidate; risks associated with the Company’s efforts to commercialize a product candidate; the Company’s ability to negotiate and enter into definitive agreements on favorable terms, if at all; the impact of competing product candidates on the Company’s business; intellectual property related claims; the Company’s ability to attract and retain qualified personnel; ability to continue to source the raw materials for its product candidate. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans, or forecasts of future events and views as of the date of this document and are qualified in their entirety by reference to the cautionary statements herein. The Company anticipates that subsequent events and developments may cause the Company’s assessments to change. These forward-looking statements should not be relied upon as representing the Company’s assessment as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither the Company nor any of its affiliates undertakes any obligation to update these forward-looking statements, except as may be required by law.

 

Company Contact

Matthew Philippe

P: 1-917-882-7512

matthew.philippe@newamsterdampharma.com

 

Media Contact

Spectrum Science on behalf of NewAmsterdam

Jen Gordon

P: 1-202-957-7795

jgordon@spectrumscience.com

 

Investor Contact

Stern Investor Relations on behalf of NewAmsterdam

Hannah Deresiewicz

P: 1-212-362-1200

hannah.deresiewicz@sternir.com

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Financial Tables

 

NewAmsterdam Pharma Company N.V.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31, 2024				December 31, 2023
(In thousands of USD)
Assets
Current assets:
Cash		481,147				340,450
Prepayments and other receivables		6,675				6,341
Total current assets		487,822				346,791
Property, plant and equipment, net		101				46
Operating right of use asset		38				55
Intangible assets		486				170
Long term prepaid expenses		16				35
Total assets		488,463				347,097
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable		8,536				16,923
Accrued expenses and other current liabilities		9,970				11,398
Deferred revenue, current		8,116				8,942
Lease liability, current		43				60
Derivative warrant liabilities		33,061				12,574
Total current liabilities		59,726				49,897
Deferred revenue, net of current portion		444				1,019
Derivative earnout liability		16,490				7,788
Total liabilities		76,660				58,704
Commitments and contingencies (Note 10)
Shareholders' Equity (deficit):
Ordinary shares, €0.12 par value; 400,000,000 shares authorized; 89,720,836 and 82,469,768 shares issued and outstanding as at March 31, 2024 and December 31, 2023, respectively		11,113				10,173
Additional paid-in capital		807,008				590,771
Accumulated loss		(410,740	)			(316,973	)
Accumulated other comprehensive income (loss)		4,422				4,422
Total shareholders' equity		411,803				288,393
Total liabilities and shareholders' equity (deficit)		488,463				347,097

 

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NewAmsterdam Pharma Company N.V.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	For the three months ended March 31,
	2024				2023
(In thousands of USD, except per share amounts)
Revenue		1,401				8,629
Operating expenses:
Research and development expenses		42,430				40,420
Selling, general and administrative expenses		14,453				8,062
Total operating expenses		56,883				48,482
Operating loss		(55,482	)			(39,853	)
Other income (expense):
Interest income		3,083				943
Fair value change – earnout and warrants		(38,950	)			(6,175	)
Foreign exchange gains/(losses)		(2,418	)			3,067
Loss before tax		(93,767	)			(42,018	)
Income tax expense		—				—
Loss and comprehensive loss for the period		(93,767	)			(42,018	)
Net loss per ordinary share
Basic and diluted	$	(1.06	)		$	(0.51	)

 

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NewAmsterdam Pharma Company N.V.

Condensed Consolidated Statements of Shareholders' Equity (Deficit)

(Unaudited)

(In thousands of USD, except share amounts)	Shares				Amount				Additional Paid-In Capital				Accumulated Loss				Cumulative Translation Adjustments				Total Shareholders' Equity
Balance at December 31, 2022		81,559,780				10,055				555,625				(140,036	)			4,422				430,066
Exercise of warrants		208,032				27				2,671				—				—				2,698
Share-based compensation		—				—				7,663				—				—				7,663
Total loss and comprehensive loss for the period		—				—				—				(42,018	)			—				(42,018	)
As at March 31, 2023		81,767,812				10,082				565,959				(182,054	)			4,422				398,409
Balance at December 31, 2023		82,469,768				10,173				590,771				(316,973	)			4,422				288,393
Issuance of Ordinary Shares and Pre-Funded Warrants, net of issuance costs		5,871,909				759				189,207				—				—				189,966
Exercise of warrants		926,698				121				19,674				—				—				19,795
Exercise of stock options		452,461				60				(609	)			—				—				(549	)
Share-based compensation		—				—				7,965				—				—				7,965
Total loss and comprehensive loss for the period		—				—				—				(93,767	)			—				(93,767	)
As at March 31, 2024		89,720,836				11,113				807,008				(410,740	)			4,422				411,803

 

 

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NewAmsterdam Pharma Company N.V.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the three months ended March 31,
	2024				2023
(In thousands of USD)
Operating activities:
Loss for the period		(93,767	)			(42,018	)
Non-cash adjustments to reconcile loss before tax to net cash flows:
Depreciation and amortization		15				9
Non-cash rent expense		1				2
Fair value change - derivative earnout and warrants		38,950				6,175
Foreign exchange (gains)/losses		2,418				(3,067	)
Share-based compensation		7,918				7,616
Changes in working capital:
Changes in prepayments (current and non-current) and other receivables		956				(1,413	)
Changes in accounts payable		(8,311	)			(2,920	)
Changes in accrued expenses and other current liabilities		(1,381	)			6,997
Changes in deferred revenue		(1,401	)			(3,244	)
Net cash (used in)/provided by operating activities		(54,602	)			(31,863	)
Investing activities:
Purchase of property, plant and equipment, including internal use software		(385	)			(7	)
Net cash used in investing activities		(385	)			(7	)
Financing activities:
Proceeds from offering of ordinary shares and pre-funded warrants		190,481				—
Transaction costs on issue of Ordinary Shares and Pre-Funded Warrants		(515	)			—
Proceeds from exercise of warrants		8,763				2,392
Proceeds from exercise of options		440				—
Payment of withholding taxes related to net share settlement of exercised options		(989	)			—
Net cash provided by financing activities		198,180				2,392
Net change in cash		143,193				(29,478	)
Foreign exchange differences		(2,496	)			3,062
Cash at the beginning of the period		340,450				467,728
Cash at the end of the period		481,147				441,312
Noncash financing and investing activities
Receivable related to exercise of warrants		1,271				—

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v3.24.1.u1

Document and Entity Information	May 09, 2024
Document And Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 09, 2024
Entity Registrant Name	NewAmsterdam Pharma Company N.V.
Entity Incorporation State Country Code	P7
Entity File Number	001-41562
Entity Tax Identification Number	00-0000000
Entity Address Address Line 1	Goomieer 2-35
Entity Address City Or Town	Naarden
Entity Address Country	NL
Entity Address Postal Zip Code	1411 DC
Country Region	31 (0)
City Area Code	35
Local Phone Number	206 2971
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001936258
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Ordinary shares, nominal value €0.12 per share
Trading Symbol	NAMS
Security Exchange Name	NASDAQ
Warrant [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants to purchase ordinary shares
Trading Symbol	NAMSW
Security Exchange Name	NASDAQ

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