Adamis Pharmaceuticals Reports Full Year 2022 Financial Results and Provides Corporate Update
General Corporate Highlights
Merger Agreement with
October 2022, Adamis announced that it had initiated a process to explore a range of strategic and financing alternatives and had retained an investment bank to assist in evaluating certain alternatives focused on maximizing stockholder value. Potential alternatives to be considered included a sale, partnership, distribution or other agreement regarding one or both of the Company’s commercial products, a merger or sale of the company, and/or seeking additional financing.
February 27, 2023, the Company announced that it had entered into an Agreement and Plan of Merger and Reorganization with DMK Pharmaceuticals, a private, clinical-stage biotechnology company at the forefront of endorphin-inspired drug design focused on developing novel treatments for opioid use disorder and other neuro-based diseases.
- Under terms of the merger agreement, Adamis will acquire DMK, including its library of approximately 750 small molecule neuropeptide analogues and ongoing government funding for its development programs.
- At the close of the merger, Eboo Versi, M.D., Ph.D., the current CEO of DMK, will assume the role of CEO and chairman of the combined company.
Nasdaq Continued Listing
March 14, 2023, Adamis announced it had entered into a securities purchase agreement with a single, healthcare-focused institutional investor for the purchase and sale of 16,500,000 shares of its common stock and pre-funded warrants to purchase up to 7,500,000 shares of common stock, together with warrants to purchase up to 48,000,000 shares of common stock, at a combined purchase price of $0.125per share (and $0.1249per pre-funded warrant) and accompanying warrants, pursuant to a registered direct offering.
- The warrants have an exercise price of
$0.138per share, will be initially exercisable beginning six months following the date of issuance and will expire five years and six months from the date of issuance, and the warrants are not exercisable for six months, and are subject to other limitations on the ability to exercise.
- The closing of the offering occurred on
March 16, 2023, and the gross proceeds from the offering are approximately $3.0 million, before deducting fees and other estimated offering expenses. The Company intends to use the net proceeds from the offering for general working capital purposes.
- The offering was made pursuant to an effective shelf registration statement on Form S-3 (File No 333-267365) previously filed with the
U.S. Securities and Exchange Commission(the “SEC”). A prospectus supplement describing the terms of the proposed offering will be filed with the SECand will be available on the SEC’s website located at http://www.sec.gov.
Full Year 2022 Financial Highlights
- Total net revenue for the twelve months ending
December 31, 2022, was approximately $4.8 millioncompared to approximately $2.2 millionfor the full year 2021. The increase in revenues was primarily due to product sales of ZIMHI to US WorldMeds, less an offset of approximately $310,000in costs for the completion of the SYMJEPI recall.
- Selling, general and administrative expenses for the twelve months ending
December 31, 2022and 2021 were approximately $13.2 millionand $16.1 million, respectively. The decrease was primarily a result of reductions in legal and compensation expenses which included the elimination of the bonus accrual and lower stock-based compensation expenses.
- Research and development expenses were lower for 2022 at approximately
$10.4 millioncompared to $11.3 millionin 2021. The decrease was also primarily related to the elimination of the bonus accrual and lower stock-based compensation expense.
- Net loss for the combined (continued and discontinued) operations for the years ended
December 31, 2022and 2021 was approximately $26.5 millionand $45.8 million, respectively. This decreased loss was primarily attributable to the cessation of US Compounding’s operations and the aforementioned reductions in legal and compensation expenses.
- Cash and cash equivalents at
December 31, 2022, totaled $1.1 million. Additional cash infusions during the first quarter of 2023 included proceeds of approximately $832,000from the sale of certain equipment related to the discontinued US Compounding operations, proceeds of $875,000from Employee Retention Credit (“ERC”) program of the government and $3.0 milliongross proceeds from the sale of equity.
Conference Call Information
Management will host a live webcast/conference call today,
A live audio webcast of the conference call will also be available via this link. If you are unable to participate in the live call, a replay will be available shortly after the live event. To listen to the replay please visit the events page of the Adamis investor relations section of the company website at the following link.
Adamis Pharmaceuticals Corporation is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including opioid overdose, allergy, respiratory and inflammatory disease. Company products approved by the FDA include ZIMHI® (naloxone) Injection for the treatment of opioid overdose and SYMJEPI® (epinephrine) Injection for use in the emergency treatment of acute allergic reactions, including anaphylaxis. For additional information about Adamis Pharmaceuticals, please visit our website and follow us on
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 are identified by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Such forward-looking statements include those that express plans, anticipation, intent, contingencies, goals, targets or future development and/or otherwise are not statements of historical fact. These statements relate to future events or future results of operations, including, but not limited to statements concerning the following matters: (i) risks associated with Adamis’ and DMK’s ability to obtain the stockholder approvals required to consummate the proposed Merger and the timing of the closing of the proposed Merger; risks that one or more conditions to closing of the Merger may not be satisfied within the expected timeframe or at all or that the closing of the proposed Merger will not occur; (ii) the outcome of any current legal proceedings or future legal proceedings that may be instituted against the parties or others, including proceedings related to the Merger Agreement; (iii) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; (iv) unanticipated difficulties or expenditures relating to the proposed Merger; (v) whether the Company’s stockholders will approve a reverse split of the Company’s common stock; (vi) whether the combined business of DMK and Adamis will be successful; (vii) whether any DMK product candidates will be successfully developed or commercialized; (viii) the Company’s review and evaluation of potential strategic alternatives and their impact on stockholder value; (ix) the Company’s ability to raise capital to continue as a going concern; and (x) those risks detailed in Adamis’ most recent Annual Report on Form 10-K and subsequent reports filed with the
Additional Information about the Merger and Where to Find It
Adamis intends to file a proxy statement in connection with the proposed merger transaction with DMK. Investors and stockholders are urged to read this filing when it becomes available because it will contain important information about the transaction. This press release does not constitute an offer of any securities for sale or the solicitation of any proxy. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, ADAMIS’ STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders may obtain free copies of the proxy statement and other relevant documents (when they become available) and other documents filed with the
Participants in the Solicitation
Adamis and DMK, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the companies’ stockholders in connection with the proposed transaction. Information regarding the interests of directors and executive officers in the transaction will be included in the proxy statement to be filed by Adamis. Investors and security holders are urged to read the Company’s proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction. Additional information regarding directors and executive officers of Adamis is also included in the Company’s annual report on Form 10-K for the year ended
No Offer or Solicitation
This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in contravention of applicable law.
Adamis Investor Relations
|ADAMIS PHARMACEUTICALS CORPORATION AND SUBSIDIARIES|
|CONSOLIDATED STATEMENTS OF OPERATIONS DATA|
|Cost of Goods Sold||6,187,486||6,872,131|
|Selling, General and Administrative Expenses||13,247,594||16,143,585|
|Research and Development||10,379,964||11,262,373|
|Loss from Operations||(25,058,966||)||(32,069,409||)|
|Total Other Income (Expense), net||(1,138,440||)||(2,530,148||)|
|Net Loss from Continuing Operations||(26,199,406||)||(34,600,353||)|
|Net Loss from Discontinued Operations||(278,867||)||(11,227,845||)|
|Net Loss Applicable to Common Stock||$||(26,478,273||)||$||(45,761,610||)|
|Basic & Diluted Loss Per Share||$||(0.18||)||$||(0.32||)|
|Basic & Diluted Weighted Average Shares Outstanding||149,851,278||144,157,229|
|ADAMIS PHARMACEUTICALS CORPORATION AND SUBSIDIARIES|
|CONSOLIDATED BALANCE SHEET DATA|
|Cash and Cash Equivalents||$||1,081,364||$||23,220,770|
|Total Current Assets||9,272,150||35,203,622|
|Total Stockholders’ Equity||(808,068||)||25,882,778|
Source: Adamis Pharmaceuticals Corporation