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 14, 2015
RESPONSE
GENETICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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1-33509 |
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11-3525548 |
(State or other |
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(Commission File |
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(IRS Employer |
jurisdiction of |
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Number) |
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Identification No.) |
incorporation) |
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1640 Marengo St., 7th Floor
Los Angeles, California 90033
(323) 224-3900
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
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)) |
Item 2.02 Results of Operations and Financial Condition.
On
May 14, 2015, Response Genetics, Inc. (the “Company”) issued a press release announcing its financial results for the
fiscal quarter ended March 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Current
Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for 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 they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit # |
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Description |
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99.1* |
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Copy of the Company’s press release, issued May 14, 2015. |
* Exhibit 99.1 is being
furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Item 2.02 and is not being filed with the
SEC. Therefore, this Exhibit is not incorporated by reference in any of the registrant’s other SEC filings.
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.
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RESPONSE GENETICS, INC. |
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Date: May 14, 2015 |
By: |
/s/ Kevin R. Harris |
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Name: Kevin R. Harris |
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Title: Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Relations Contact: |
Company Contact: |
Peter Rahmer |
Thomas A. Bologna |
Trout Group |
Chairman & Chief Executive Officer |
646-378-2973 |
323-224-3900 |
Response Genetics, Inc. Announces First
Quarter 2015 Financial Results
LOS ANGELES, May 14, 2015 — Response Genetics,
Inc. (Nasdaq: RGDX), a company focused on the development and sale of molecular diagnostic tests that help determine a patient’s
response to cancer therapy, today announced its consolidated financial results and business progress for the first quarter ended
March 31, 2015.
Total revenue for the first quarter ended March 31, 2015 was
$3.8 million compared to $3.9 million for the quarter ended March 31, 2014. The Company’s ResponseDX® revenue
was $3.3 million which was consistent with the quarter ended March 31, 2014. The Company’s pharmaceutical client revenue,
which varies significantly on a quarterly basis by its nature and concentration, was $0.5 million versus $0.6 million for the first
quarter of 2014.
The Company’s order volume associated with its ResponseDX®
revenues increased 29% from the prior year quarter. This increase in order volume was offset by reductions in reimbursement
from both Medicare and Third Party Insurance carriers. The Company believes its increasing order volume is a result of the Company’s
focus and sales emphasis on larger accounts. The Company began seeing results in 2014 of what it believes is the best-in-class
TC/PC testing service. With this service, the Company provides the technical component (TC), or the processing of patient samples,
for interpretation by the referring pathologists, the professional component (PC). In addition to its TC/PC testing service, the
increase in volume associated with the Company’s Response DX® is attributable to the expansion of the Company’s
testing menu and the introduction of the ResponseDX: Tissue of Origin® test in February of last year, as well as
other initiatives. The decrease in pharmaceutical client revenue relative to the quarter ended March 31, 2014 primarily relates
to the timing of services performed for the Company’s largest pharmaceutical client which, going forward, the Company expects
to be partially offset with increasing testing related to the multi-year, multi-million dollar NCI related award it won last year.
The Company’s gross margin increased to 39% for the quarter
ending March 31, 2015 compared to 37% for the first quarter of 2014.
“We are pleased with the increase in our ResponseDX®
sales order volume which has grown by approximately 29% over the prior year quarter,” said Thomas A. Bologna, the
Company’s Chairman & Chief Executive Officer. Also, we significantly overhauled our back office operations late in the
second half of 2014 and are encouraged by the impact these changes are already having on revenue collections. In the first quarter
of 2015 cash collections related to our ResponseDX® sales nearly doubled relative to the fourth quarter of 2014.”
Excluding cost of revenue, total operating expenses for the
first quarter of 2015 were $5.1 million, compared to $4.9 million, for the same period last year. This increase in total operating
expense of approximately $0.2 million was primarily related to an increase in expense related to the allowance for doubtful accounts
for the Company’s ResponseDX® business which the Company expects to decrease as the year progresses.
The Company’s net loss for the quarter ended March 31,
2015 was $4.0 million, or $(0.10) per share, compared to a net loss of $3.5 million, or $(0.09) per share, for the quarter ended
March 31, 2014.
Cash and cash equivalents at March 31, 2015, were $1.7 million,
compared to $2.2 million at March 31, 2014.
Conference Call
Details
To access the conference call by phone on May 14, 2015 at 10:00
a.m. Eastern time, dial (800) 537-0745 or (253) 237-1142 for international participants. A telephone replay will be available beginning
approximately two hours after the call through May 16, 2015, and may be accessed by dialing (855) 859-2056 or (404) 537-3406. The
conference passcode for both the live call and replay is 44097553.
To access the live and archived webcast of the conference call,
go to the Investor Relations section of the Company's Web site at http://investor.responsegenetics.com/events.cfm. It is advised
that participants connect at least 15 minutes prior to the call to allow for any software downloads that might be necessary.
All results reflected in this press release should be considered
preliminary and are subject to change until the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015
is filed with the Securities and Exchange Commission.
About Response Genetics, Inc.
Response Genetics, Inc. (the "Company") is a CLIA-certified
clinical laboratory focused on the development and sale of molecular diagnostic testing services for cancer. The Company's technologies
enable extraction and analysis of genetic information derived from tumor cells stored as formalin-fixed and paraffin-embedded
specimens. The Company's principal customers include oncologists and pathologists. In addition to diagnostic testing services,
the Company generates revenue from the sale of its proprietary analytical pharmacogenomic testing services of clinical trial specimens
to the pharmaceutical industry. The Company's headquarters is located in Los Angeles, California. For more information, please
visit www.responsegenetics.com.
Forward-Looking Statement Notice
Except for the historical information contained herein, this
press release and the statements of representatives of the Company related thereto contain or may contain, among other things,
certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements
involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company's
plans, objectives, projections, expectations and intentions, such as the ability of the Company, to provide clinical testing services
to the medical community, to continue to expand its sales force, to continue to offer its TC/PC services, to obtain and retain
larger accounts for its DX business, to increase sales of ResponseDX: Tissue of OriginTM
test, to attract and retain qualified management, to strengthen marketing capabilities, to expand the suite of ResponseDX®
products, to continue to provide clinical trial support to pharmaceutical clients, to enter into new collaborations with pharmaceutical
clients, to enter into areas of companion diagnostics, to continue to execute on its business strategy and operations, to continue
to analyze cancer samples and the potential for using the results of this research to develop diagnostic tests for cancer, the
usefulness of genetic information to tailor treatment to patients, and other statements identified by words such as "project,"
"may," "could," "would," "should," "believe," "expect," "anticipate,"
"estimate," "intend," "plan" or similar expressions.
These statements are based upon the current beliefs and expectations
of the Company's management and are subject to significant risks and uncertainties, including those detailed in the Company's filings
with the Securities and Exchange Commission. Actual results, including, without limitation, actual sales results, if any, or the
application of funds, may differ from those set forth in the forward-looking statements. These forward-looking statements involve
certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company's control).
The Company undertakes no obligation to publicly update forward-looking statements, whether because of new information, future
events or otherwise, except as required by law.
RESPONSE
GENETICS, INC.
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
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December 31, | | |
March 31, | |
| |
2014 | | |
2015 | |
| |
| | |
| |
Cash and cash equivalents | |
$ | 2,222,491 | | |
$ | 1,734,661 | |
Accounts receivable, net | |
| 7,810,417 | | |
| 6,059,111 | |
Prepaid expenses and other current assets | |
| 1,182,748 | | |
| 962,059 | |
Total current assets | |
| 11,215,656 | | |
| 8,755,831 | |
Property and equipment, net | |
| 1,406,405 | | |
| 1,265,351 | |
Intangible assets, net | |
| 631,149 | | |
| 582,441 | |
Other assets | |
| 191,874 | | |
| 174,606 | |
Total assets | |
$ | 13,445,084 | | |
$ | 10,778,229 | |
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Accounts payable | |
$ | 1,609,741 | | |
$ | 1,707,332 | |
Accrued expenses and other current liabilities | |
| 3,337,177 | | |
| 3,064,787 | |
Capital lease obligation, current portion | |
| 100,951 | | |
| 104,984 | |
Total current liabilities | |
| 5,047,869 | | |
| 4,877,103 | |
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| | | |
| | |
Capital lease obligation, long term portion | |
| 103,472 | | |
| 76,084 | |
Line of credit | |
| 1,500,000 | | |
| 1,465,662 | |
Term loan, net | |
| 7,963,850 | | |
| 9,296,493 | |
Total liabilities | |
| 14,615,191 | | |
| 15,715,342 | |
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| | | |
| | |
Total stockholders’ deficit | |
| (1,170,107 | ) | |
| (4,937,113 | ) |
Total liabilities and stockholders’ deficit | |
$ | 13,445,084 | | |
$ | 10,778,229 | |
The
condensed consolidated balance sheet for December 31, 2014 is derived from the audited consolidated financial statements included
in the Company’s Form 10-K for the fiscal year ended December 31, 2014.
RESPONSE
GENETICS, INC.
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND
COMPREHENSIVE LOSS
| |
Three Months Ended March 31, | |
| |
2014 | | |
2015 | |
Net revenue | |
$ | 3,894,934 | | |
$ | 3,790,604 | |
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| | | |
| | |
Cost of revenue | |
| 2,438,376 | | |
| 2,314,649 | |
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| | | |
| | |
Gross profit | |
| 1,456,558 | | |
| 1,475,955 | |
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Operating expenses: | |
| | | |
| | |
Selling and marketing | |
| 1,452,905 | | |
| 949,726 | |
General and administrative | |
| 3,013,898 | | |
| 3,898,931 | |
Research and development | |
| 467,567 | | |
| 268,200 | |
Total operating expenses | |
| 4,934,370 | | |
| 5,116,857 | |
Operating loss | |
| (3,477,812 | ) | |
| (3,640,902 | ) |
Other income (expense): | |
| | | |
| | |
Interest expense | |
| (24,221 | ) | |
| (377,479 | ) |
Other | |
| (2,406 | ) | |
| 1 | |
Net loss | |
| (3,504,439 | ) | |
| (4,018,380 | ) |
Unrealized loss on foreign currency translation | |
| (22,229 | ) | |
| (27,908 | ) |
Comprehensive loss | |
$ | (3,526,668 | ) | |
$ | (4,046,288 | ) |
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Net loss per share — basic and diluted | |
$ | (0.09 | ) | |
$ | (0.10 | ) |
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| | |
Weighted-average common shares — basic and diluted | |
| 38,718,336 | | |
| 38,795,396 | |
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