Document


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): November 7, 2018  
 
VITAL THERAPIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-36201
56-2358443
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

15010 Avenue of Science, Suite 200
San Diego, CA
92128
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:   (858) 673-6840
________________________________________________________________________________
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 (§ 240.12b2 of this chapter).
Emerging growth company ý
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. Yes ý    No  ¨ 
 





Item 2.02. Results of Operations and Financial Condition.
On November 7, 2018, Vital Therapies, Inc. (the "Company") issued a press release announcing recent developments and its financial results for the quarter ended September 30, 2018. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this current report shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, whether filed before or after the date hereof regardless of any general incorporation language in any such filing, unless the registrant expressly sets forth in such filing that such information is to be considered "filed" or incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.
 
Description
 
 
 
99.1
 








SIGNATURE
    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.

 
 
VITAL THERAPIES, INC.
 
 
 
 
 
By: /s/ Michael V. Swanson   
 
 
Michael V. Swanson
Chief Financial Officer
Date: November 7, 2018













EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
99.1
 





Exhibit
Exhibit 99.1
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12537716&doc=3

VITAL THERAPIES ANNOUNCES THIRD QUARTER 2018 FINANCIAL RESULTS

SAN DIEGO, November 7, 2018 (GLOBE NEWSWIRE) -- Vital Therapies, Inc. (Nasdaq: VTL), a biotherapeutic company that has been developing ELAD®, a cell-based therapy targeting the treatment of acute forms of liver failure, today announced results for the third quarter ended September 30, 2018.

Recent Developments

As reported in September, the Company’s VTL-308 clinical study of ELAD in the treatment of severe alcoholic hepatitis failed to meet either its primary or secondary endpoints. As a result, the Company ceased any further development of the ELAD System in the United States and Europe. As previously announced, the Company has also retained Ladenburg Thalmann & Co. Inc. as its strategic financial advisor to assist in the review of the Company's business and assets and to explore strategic opportunities for enhancing stockholder value, including the potential sale or merger of the Company. The Company cannot guarantee that this process will culminate in a transaction.

In an effort to preserve cash while the Company assesses its options, the Company underwent a reduction in force of approximately 85% of its workforce in September 2018. In furtherance of the goal to conserve cash, the Board of Directors also reduced its size from nine to four members.
In addition, recent work in the Company's normothermic liver perfusion program was highlighted in an October 31, 2018 article in the Philadelphia Inquirer. The Company is performing this research and development with several universities and hospitals in the U.S. and the United Kingdom. The objective of the program is to increase the viability and availability of donor livers that otherwise would not be deemed fit for transplantation by perfusing such livers with a solution containing C3A cell-conditioned media.

Third Quarter 2018 Financial Results

Cash Position

Cash and cash equivalents at September 30, 2018, totaled $17.8 million compared to $56.9 million at December 31, 2017. The Company expects its ongoing use of funds will change based on, among other things, the strategic options that it determines to pursue.

Results of Operations

Three Months Ended September 30, 2018

The Company reported a net loss of $11.9 million for the three months ended September 30, 2018, which compared with a net loss of $12.5 million for the same prior year period. This resulted in a net loss of $0.28 per share for the three months ended September 30, 2018, as compared to a net loss of $0.30 per share for the corresponding period in 2017, on both a basic and diluted basis.

Research and development expenses decreased to $6.0 million for the three months ended September 30, 2018 as compared to $9.7 million for the three months ended September 30, 2017.

15010 Avenue of Science, Suite 200, San Diego, California, USA 92128
Tel 858.673.6840 Fax 858-673-6843 www.vitaltherapies.com





General and administrative expenses were $2.5 million for the three months ended September 30, 2018, as compared to $3.0 million for the three months ended September 30, 2017.

Vital Therapies, Inc. is based in San Diego, California.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning our ongoing operations and strategic opportunities or implying that we will be successful in realizing such an opportunity. Forward-looking statements are based on management's current expectations and are subject to various risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by such forward-looking statements. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements.

Risks and uncertainties include, but are not limited to, those concerning or implying the Company will be successful in identifying or entering into any strategic opportunities or that the Company will be able to enhance or maximize shareholder value. Risks and uncertainties related to this process include, but are not limited to, whether desirable products and combinations can be identified, and the Company’s ability to conserve cash or to raise funds sufficient to acquire products or attract a partner. In addition, substantially all of the Company’s clinical, manufacturing, quality, regulatory and medical personnel are no longer employees and, if the Company does not or is unable to retain certain remaining personnel, it may be difficult to complete a transaction. The Company’s existing or future liabilities, could also be seen as detrimental to any potential partners. There can be no assurance that the Company will be able conserve sufficient cash, raise additional funding on reasonable terms or at all, or complete any transaction.
These and other risks regarding our business are described in detail in our Securities and Exchange Commission filings, including in our Annual Report on Form 10-Q for the quarter ended September 30, 2018. These forward-looking statements speak only as of the date hereof, and Vital Therapies, Inc. disclaims any obligation to update these statements except as may be required by law.
Contact:

Vital Therapies, Inc. 
Investor Relations
858-673-6840
InvestorRelations@vitaltherapies.com





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Vital Therapies, Inc.
Condensed Consolidated Balance Sheets
(unaudited, in thousands)
 
 
 
 
 
September 30,
2018
 
December 31,
2017
 
 
 
 
Cash and cash equivalents
$
17,798

 
$
56,901

Prepaid expenses and other current assets
1,263

 
1,220

Property and equipment, net
890

 
2,155

Other assets
37

 
108

Total assets
$
19,988

 
$
60,384

 
 
 
 
Accounts payable, accrued expenses and other current
 
 
 
      liabilities
$
5,691

 
$
10,281

Long-term liabilities
45

 
59

Stockholders' equity
14,252

 
50,044

Total liabilities and stockholders' equity
$
19,988

 
$
60,384

 
 
 
 








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Vital Therapies, Inc.
Condensed Consolidated Statements of Operations
(unaudited and in thousands, except share and per share data)
 
 
 
 
 
 
 
 
 
Three Months
Ended September 30,
 
Nine Months
Ended September 30,
 
2018
 
2017
 
2018
 
2017
Operating expenses:
 
 
 
 
 
 
 
Research and development
$
5,989

 
$
9,689

 
$
24,805

 
$
29,151

General and administrative
2,461

 
2,950

 
11,054

 
8,724

Severance costs
2,395

 

 
2,395

 

Impairment loss
1,219

 

 
1,219

 

Total operating expenses
12,064

 
12,639

 
39,473

 
37,875

Loss from operations
(12,064
)
 
(12,639
)
 
(39,473
)
 
(37,875
)
Other income (expense), net
123

 
158

 
462

 
385

Net loss
$
(11,941
)
 
$
(12,481
)
 
$
(39,011
)
 
$
(37,490
)
 
 
 
 
 
 
 
 
Net loss per share, basic and diluted
$
(0.28
)
 
$
(0.30
)
 
$
(0.92
)
 
$
(0.96
)
 
 
 
 
 
 
 
 
Weighted-average common shares
 
 
 
 
 
 
 
outstanding, basic and diluted
42,369,437

 
42,207,376

 
42,369,093

 
39,054,978

 
 
 
 
 
 
 
 







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