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): October 15, 2015
IMPRIMIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35814 | 45-0567010 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| 12264 El Camino Real, Suite 350 | ||
| San Diego, CA | 92130 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 704-4040
N/A
(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 2.01 Completion of Acquisition of Disposition of Assets.
On October 15, 2015, ImprimisRx PA, Inc. (“ImprimisRx”), a Delaware corporation and a wholly-owned subsidiary of Imprimis Pharmaceuticals, Inc. (collectively the “Company” or “Imprimis”), closed on the previously announced asset purchase agreement (the “Asset Purchase Agreement”) with Thousand Oaks Holding Company, a Delaware corporation, and its wholly owned subsidiaries Topical Apothecary Group, LLC, a Pennsylvania limited liability company and owner and operator of TAG Pharmacy, a licensed pharmacy in Folcroft, PA; Aerosol Science Laboratories, Inc., a California corporation and former operator of ASL Pharmacy; SinuTopic, Inc., a Delaware corporation and former operator of Sinus Dynamics Pharmacy; and Mycotoxins, LLC, a California limited liability company, (collectively the “Sellers”). Under the terms of the Asset Purchase Agreement originally dated September 23, 2015 and subsequently amended on October 15, 2015, Imprimis acquired substantially all of the assets of the Sellers including, but not limited to, intellectual property rights, trademarks, copyrights, inventories, equipment, customer lists, databases, permits, or licenses, and to assume certain limited liabilities, for a total cash purchase price of approximately $524,000, paid at closing.
The above description of the Asset Purchase Agreement is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the document, which shall be attached as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and, when filed, shall be incorporated into this Item 2.01 by reference.
Item 2.02 Results of Operations and Financial Condition
On October 20, 2015, the Company issued a press release providing preliminary revenue results for the period ended September 30, 2015 and revised revenue guidance for its 2015 year end. The press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “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. The information in this Item 2.02, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent it is specifically incorporated by reference but regardless of any general incorporation language in such filing.
The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to constitute an admission that such information or exhibit is required to be furnished pursuant to Regulation FD or that such information or exhibit contains material information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information or exhibit in the future.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press release dated October 20, 2015 |
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K, including the exhibits filed with this Form 8-K, contains certain forward-looking statements regarding the proposed transaction between the Company and the Sellers. Actual events or results may differ materially from those contained in these forward-looking statements. Among the important factors that could cause future events or results to vary from those addressed in the forward-looking statements include, without limitation, risks and uncertainties arising from the possibility that the closing of the transaction may be delayed or may not occur; difficulties with the integration process or the realization of the expected benefits of the transaction; and general regulatory developments impacting compounding pharmacies, outsourcing facilities and the pharmaceutical industry. In addition, please refer to the documents that the Company files with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K, which identify and address other important factors that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this Form 8-K and in the Company’s other filings. The Company is under no duty to update any of the forward-looking statements after the date of this Form 8-K to conform to actual results.
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.
| IMPRIMIS PHARMACEUTICALS, INC. | ||
| Dated: October 20, 2015 | By: | /s/ Andrew R. Boll |
| Name: | Andrew R. Boll | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
| 99.1 | Press release dated October 20, 2015 |
Imprimis Pharmaceuticals Announces Preliminary Revenue for Third Quarter 2015
San Diego, CA – October 20, 2015 -- Imprimis Pharmaceuticals, Inc. (NASDAQ: IMMY), a pharmaceutical company focused on the development and commercialization of proprietary compounded drug formulations, today announced that estimated revenue for its third quarter ending September 30, 2015 is approximately $2.7 million, over a 500% increase compared to $0.4 million reported in the third quarter 2014, and representing over a 35% increase compared to revenues of $1.97 million in second quarter 2015. This revenue estimate, which is unaudited, is based on the company’s preliminary financial analysis.
Mark L. Baum, CEO, stated, “Demand for our Dropless Therapy™ and LessDrops™ combination topical eye drops continue to be strong and revenues for ophthalmology business are in line with our projections. While we are pleased that -- for the fourth quarter in a row -- our revenues have increased at least 25% quarter over quarter, our previous year-end revenue guidance for 2015 was dependent on the successful execution of our urology strategy during the third quarter. We remain confident about the future growth of our urology business; however, the growth in this business is approximately 60 days behind our initial projection and the delay has caused us to lower our 2015 revenue guidance. Importantly, we have developed and initiated an aggressive execution strategy that should fuel this business to get back on track to where we believe it should be performing. The opportunities for our ophthalmology, urology and sinus businesses are significant and we expect to see substantial revenue growth for Imprimis in 2016 and beyond.”
Financial Outlook and Guidance
Imprimis now projects total revenue for 2015 to be approximately $9 - $11 million, compared to revenues of $1.6 million reported in 2014. Complete financial results for the third quarter 2015 and a business update will be announced on November 12, 2015 and discussed in a conference call following the close of market the same day.
Third Quarter Results Conference Call and Webcast
Imprimis will release its third quarter 2015 financial results on Thursday, November 12, 2015 and host a conference call on the same day at 4:30 p.m. EDT (1:30 p.m. PDT) to discuss its financial results and report on recent business activities. The conference call and webcast will be open to all listeners and a question and answer session will follow the prepared remarks.
To participate in this event, dial 877-407-8035 domestically or 201-689-8035 internationally, approximately 5 to 10 minutes prior to the start of the call. Additionally, you can listen to the event online at www.investorcalendar.com/IC/CEPage.asp?ID=174457, as well as at the company’s website at www.imprimispharma.com. If you are unable to participate during the live webcast, the event archive will be available at www.investorcalendar.com/IC/CEPage.asp?ID=174457 or at the company’s website. You may access the teleconference replay by dialing 877-660-6853 domestically or 201-612-7415 internationally, referencing conference 13614752. The replay will be available until December 13, 2015.
ABOUT IMPRIMIS PHARMACEUTICALS
San Diego-based Imprimis Pharmaceuticals, Inc. (NASDAQ: IMMY) is a national leader in the development, production and dispensing of novel compounded pharmaceuticals. The company’s business primarily consists of four therapeutic segments including ophthalmology, urology, sinus and integrative medicine. Imprimis dispenses compounded pharmaceuticals in all 50 states from four facilities located in California, Texas, New Jersey and Pennsylvania. For more information about Imprimis, please visit the corporate website at www.ImprimisPharma.com.
SAFE HARBOR
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this release that are not historical facts may be considered such “forward looking statements.” Forward looking statements are based on management’s current expectations and are subject to risks and uncertainties which may cause results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties that could cause actual results to differ from those predicted include risks and uncertainties related to Imprimis’ ability to make commercially available its compounded formulations and technologies in a timely manner or at all; physician interest in prescribing its formulations; risks related to its compounding pharmacy operations; its ability to enter into other strategic alliances, including arrangements with pharmacies, physicians and healthcare organizations for the development and distribution of its formulations; its ability to obtain intellectual property protection for its assets; its ability to accurately estimate its expenses and cash burn, and raise additional funds when necessary; risks related to research and development activities; the projected size of the potential market for its technologies and formulations; unexpected new data, safety and technical issues; regulatory and market developments impacting compounding pharmacies, outsourcing facilities and the pharmaceutical industry; competition; and market conditions. These and additional risks and uncertainties are more fully described in Imprimis’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Such documents may be read free of charge on the SEC’s web site at www.sec.gov. Undue reliance should not be placed on forward-looking statements, which speak only as of the date they are made. Except as required by law, Imprimis undertakes no obligation to update any forward looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.
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Investor Contact
Bonnie Ortega
bortega@imprimispharma.com
858.704.4587