8-K
Atara Biotherapeutics, Inc. (ATRA)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 08, 2024 |
|---|
Atara Biotherapeutics, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-36548 | 46-0920988 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 2380 Conejo Spectrum Street<br><br>Suite 200 | ||
| Thousand Oaks, California | 91320 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (805) 623-4211 | ||
| --- |
(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<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | ATRA | 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).
Emerging growth company ☐
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 12, 2024, Atara Biotherapeutics, Inc. (the “Company”) announced certain financial results for the third quarter ended September 30, 2024. A copy of the Company’s press release, titled “Atara Biotherapeutics Announces Third Quarter 2024 Financial Results and Operational Progress” is furnished as Exhibit 99.1 hereto.
The information set forth in this Item 2.02 and in the press release included as Exhibit 99.1 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 Section 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission (the "SEC"), whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 8, 2024, it was agreed that the employment of Amar Murugan, the Company’s Chief Legal Officer, would end effective November 8, 2024. In connection with Mr. Murugan’s departure from the Company, Mr. Murugan is entitled to receive severance benefits under the terms of his employment agreement, which are described in the Company’s Definitive Proxy Statement filed with the SEC on April 26, 2024. In addition, the Company and Mr. Murugan entered into a Consulting Agreement dated November 8, 2024 (“Consulting Agreement”) pursuant to which Mr. Murugan will provide consulting services to the Company for up to 10 hours per month from November 8, 2024 through July 11, 2025 at an hourly rate of $250. The Consulting Agreement provides for (i) Mr. Murugan to relinquish to the Company all of Mr. Murugan’s vested and unvested stock option awards and (ii) the continued vesting during the consulting term of Mr. Murugan’s outstanding restricted stock unit awards. In addition, subject to Mr. Murugan’s continued service during the applicable date, Mr. Murugan will be entitled to receive (1) a bonus of $150,000 upon the approval by the United States Food and Drug Administration of a biologics license application for tabelecleucel and (2) a bonus $150,000 upon the earlier of to occur of (a) the successful transition, as determined by the Compensation Committee of the Board of Directors of the Company, of certain tabelecleucel manufacturing activities from the Company to Pierre Fabre Medicament (“Pierre Fabre”) or its affiliates, as contemplated by that certain Amended and Restated Commercialization Agreement dated October 31, 2023 and related agreements, between Pierre Fabre and the Company, and (b) July 11, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated November 12, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| ATARA BIOTHERAPEUTICS, INC. | |||
|---|---|---|---|
| Date: | November 12, 2024 | By: | /s/ Eric Hyllengren |
| Eric Hyllengren<br>Chief Financial Officer and Chief Operating Officer<br>(Duly Authorized Officer and Principal Financial and Accounting Officer) |
EX-99.1
Exhibit 99.1
Atara Biotherapeutics Announces Third Quarter 2024 Financial Results and Operational Progress
Tab-cel® U.S. BLA On-Track With PDUFA Target Action Date of January 15, 2025
First Patient Dosed for ATA3219 Non-Hodgkin’s Lymphoma Study; Initial Clinical Data Expected Q1 2025
ATA3219 Lupus Nephritis and Extrarenal Systemic Lupus Erythematosus Study Initiation Expected by End of Year; Initial Clinical Data Expected Mid-2025
Cash Runway Into 2027 Enables Key Pipeline Readouts
THOUSAND OAKS, Calif.—November 12, 2024—Atara Biotherapeutics, Inc. (Nasdaq: ATRA), a leader in T-cell immunotherapy, leveraging its novel allogeneic Epstein-Barr virus (EBV) T-cell platform to develop transformative therapies for patients with cancer and autoimmune diseases, today reported financial results for the third quarter 2024, recent business highlights, and key upcoming milestones.
“With the first patient now enrolled in our Phase 1 NHL trial of ATA3219, we have taken an important step in applying our proven Epstein-Barr virus platform to the significant opportunity in allogeneic CAR T,” said Cokey Nguyen, Ph.D., President and Chief Executive Officer of Atara. “The first quarter of 2025 is positioned to be transformational for the company, with the potential for FDA approval of tab-cel and transition of this business to our partner Pierre Fabre, repositioning Atara as a fully focused allogeneic CAR-T company with multiple near-term data milestones for our lead program in oncology and autoimmune indications.”
Tabelecleucel (tab-cel® or EbvalloTM) for Post-Transplant Lymphoproliferative Disease (PTLD)
- Tab-cel biologics license application (BLA) is on track with Priority Review and a Prescription Drug User Fee Act (PDUFA) target action date of January 15, 2025
- A U.S. Food and Drug Administration (FDA) advisory committee meeting is not planned
- Atara has the potential to receive an additional $60 million milestone payment from Pierre Fabre contingent upon FDA approval of the tab-cel BLA
ATA3219: CD19 Program in Non-Hodgkin’s Lymphoma (NHL)
- First patient treated in ongoing Phase 1 clinical study of ATA3219 for NHL, including large B-cell lymphomas, follicular lymphoma, and mantle cell lymphoma
- Study designed to evaluate safety, preliminary efficacy, pharmacokinetics, and biomarkers
- Initial clinical data anticipated in Q1 2025
ATA3219: CD19 Program in Lupus Nephritis (LN)
- Atara expects to initiate a Phase 1 study of ATA3219 as a monotherapy for the treatment of systemic lupus erythematosus (SLE) with kidney involvement (lupus nephritis [LN]) by end of year with initial clinical data anticipated in mid-2025
ATA3219: CD19 Program in Extrarenal Systemic Lupus Erythematosus (ERL) Without Lymphodepletion (LD)
- Atara expanded the Phase 1 LN study of ATA3219 with an additional cohort in ERL without LD, and expects initiation by end of year with initial clinical data anticipated in mid-2025
- The elimination of LD is designed to further simplify the treatment regimen and to potentially provide a differentiated safety profile to patients without comprising efficacy, which may improve patient access
ATA3431: CD19/CD20 Program for B-Cell Malignancies
- Atara is progressing toward an IND submission in Q4 2025
Leadership and Board of Directors Update
- As previously announced, on September 9, 2024, Cokey Nguyen, Ph.D. became President and CEO and Pascal Touchon assumed the role of Chairman of the Board of Directors
- Greg Ciongoli, founder and managing partner of Adiumentum Capital Management, joined Atara’s Board of Directors
- Eric Hyllengren has been appointed to serve as the Company’s Chief Operating Officer, in addition to his role as Chief Financial Officer
Third Quarter 2024 Financial Results
Cash, cash equivalents and short-term investments as of September 30, 2024 totaled $67.2 million, as compared to $35.3 million as of June 30, 2024. This includes a $20 million milestone payment related to the tab-cel BLA acceptance that was received from Pierre Fabre in August 2024, $15.5 million from Pierre Fabre for the purchase of certain existing tab-cel intermediate inventory in September 2024, and gross proceeds of $36 million from a registered direct offering completed in September 2024. The financing was led by existing top institutional investors with participation from a new strategic investor and was completed at a 15% premium to Atara’s 7-day volume-weighted average price
Net cash used in operating activities was $4.0 million for the third quarter 2024, as compared to $51.3 million in the same period in 2023
Q3 2024 net cash used in operating activities included a $6.0 million sub-licensing fee payment, which was paid to Memorial Sloan Kettering Cancer Center (MSK) under protest, as Atara does not believe it owes this under the terms of its license agreements with MSK. Atara is entering into evaluative non-binding mediation to potentially resolve this disagreement
Total revenues were $40.2 million for the third quarter 2024, as compared to $2.1 million for the same period in 2023. Total revenues increased by $38.1 million year over year, primarily due to revenue recognized as a result of additional obligations for the expanded partnership with Pierre Fabre and accelerated recognition of existing deferred revenue due to the planned transition of substantially all activities relating to tab-cel at the time of BLA approval and transfer to Pierre Fabre
Total costs and operating expenses include non-cash stock-based compensation, depreciation and amortization expenses of $7.7 million for the third quarter 2024, as compared to $12.4 million for the same period in 2023
Research and development expenses were $43.9 million for the third quarter 2024, as compared to $56.9 million for the same period in 2023
Research and development expenses include a $6.0 million sub-licensing fee, which was paid to MSK under protest, whereas third quarter 2023 had no such comparable expense
Research and development expenses also include $2.9 million of non-cash stock-based compensation expenses for the third quarter 2024, as compared to $6.8 million for the same period in 2023
General and administrative expenses were $10.4 million for the third quarter 2024, as compared to $12.2 million for the same period in 2023
General and administrative expenses include $3.5 million of non-cash stock-based compensation expenses for the third quarter 2024, as compared to $4.4 million for the same period in 2023
Atara reported net losses of $21.9 million, or $2.93 per share, for the third quarter 2024, as compared to $69.8 million, or $16.40 per share, for the same period in 2023
Outlook and Cash Runway
Atara expects full year 2024 operating expenses to decrease by approximately 35% from 2023
The large majority of the year-over-year operating expense reduction began in Q2 2024 and is expected to continue for the remainder of the year
Atara expects that cash, cash equivalents, short-term investments, and accounts receivable as of September 30, 2024, plus the items noted below, in total will enable funding of planned operations into 2027:
additional $60 million approval milestone from Pierre Fabre contingent upon the approval of the tab-cel BLA;
additional anticipated purchases of tab-cel inventory through the manufacturing transfer date by Pierre Fabre;
anticipated reimbursement for tab-cel global development costs through the BLA transfer by Pierre Fabre;
operating efficiencies resulting from completed workforce reductions;
the planned transition of substantially all activities relating to tab-cel at the time of the BLA transfer to Pierre Fabre potentially as early as Q1 2025, which will further reduce quarterly operating expenses; and
anticipated royalties from sales of tab-cel by Pierre Fabre in the U.S. post BLA approval
About ATA3219
ATA3219 combines the natural biology of unedited T cells with the benefits of an allogeneic therapy. It consists of allogeneic Epstein-Barr virus (EBV)-sensitized T cells that express a CD19 CAR construct for the treatment of CD19+ relapsed or refractory B-cell malignancies, including B-cell non-Hodgkin’s lymphoma and B-cell mediated autoimmune diseases including systemic lupus erythematosus. ATA3219 has been optimized to offer a potential best-in-class profile, featuring off-the-shelf availability. It incorporates multiple clinically validated technologies including a modified CD3ζ signaling domain (1XX) that optimizes expansion and mitigates exhaustion, enrichment during manufacturing for a less differentiated phenotype for robust expansion and persistence and retains the endogenous T-cell receptor without gene editing as a key survival signal for T cells contributing to persistence.
About ATA3431
ATA3431 is an allogeneic, bispecific CAR directed against CD20 and CD19, built on Atara’s EBV T-cell platform. The design consists of a tandem CD20-CD19 design, with binders oriented to optimize potency. Dual targets address the limitations of single antigen loss and tumor variability. ATA3431 features a novel 1XX signaling domain, memory phenotype, and retained, unedited T-cell receptor. Preclinical data have demonstrated early evidence of antitumor activity, long-term persistence, and superior tumor growth inhibition compared to an autologous CD19/CD20 CAR T benchmark.
Next-Generation Allogeneic CAR T Approach
Atara is focused on applying Epstein-Barr virus (EBV) T-cell biology, featuring experience in over 600 patients treated with allogeneic EBV T cells, and novel chimeric antigen receptor (CAR) technologies to meet the current limitations of autologous and allogeneic CAR therapies head-on by advancing a potential best-in-class CAR T pipeline in oncology and autoimmune disease. Unlike gene-edited approaches aimed at inactivating T-cell receptor (TCR) function to reduce the risk for graft-vs-host disease, Atara’s allogeneic platform maintains expression of the native EBV TCR that promotes in vivo functional persistence while also demonstrating inherently low alloreactivity due to their recognition of defined viral antigens and partial human leukocyte antigen (HLA) matching. A molecular toolkit of clinically-validated technologies—including the 1XX signaling domain designed for better cell fitness and less exhaustion while maintaining stemness—offers a differentiated approach to addressing significant unmet need with the next generation CAR T.
About Atara Biotherapeutics, Inc.
Atara is harnessing the natural power of the immune system to develop off-the-shelf cell therapies for difficult-to-treat cancers and autoimmune conditions that can be rapidly delivered to patients from inventory. With cutting-edge science and differentiated approach, Atara is the first company in the world to receive regulatory approval of an allogeneic T-cell immunotherapy. Our advanced and versatile T-cell platform does not require T-cell receptor or HLA gene editing and forms the basis of a diverse portfolio of investigational therapies that target EBV, the root cause of certain diseases, in addition to next-generation AlloCAR-Ts designed for best-in-class opportunities across a broad range of hematological malignancies and B-cell driven autoimmune diseases. Atara is headquartered in Southern California. For more information, visit atarabio.com and follow @Atarabio on X and LinkedIn.
Forward-Looking Statements
This press release contains or may imply "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. For example, forward-looking statements include statements regarding: (1) the development, timing and progress of tab-cel®, including the BLA and potential indications, the potential characteristics and benefits of tab-cel®, and the progress and results of, and prospects for, the global partnership with Pierre Fabre Laboratories involving tab-cel®, and the potential financial benefits to Atara as a result of the global partnership with Pierre Fabre Laboratories, including the receipt, timing and amount of any payments to be received by Atara thereunder; (2) the development, timing and progress of Atara’s AlloCAR-T programs (including ATA3219 and ATA3431), including the timing of the start of any clinical trials, the timing of the availability of data from such clinical trials, the timing of submissions of regulatory applications, and the potential benefits, characteristics, safety and efficacy of such product candidates or product candidates emerging from such programs; (3) Atara’s cash runway, the timing and receipt of potential milestone and other payments, and operating expenses, including Atara’s ability to fund its planned operations into 2027; and (4) Atara’s planned transition of substantially all activities relating to tab-cel at the time of the BLA transfer to Pierre Fabre and the timing thereof. Because such statements deal with future events and are based on Atara’s current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Atara could differ materially from those described in or implied by the statements in this press release. These forward-looking statements are subject to risks and uncertainties, including, without limitation, risks and uncertainties associated with the costly and time-consuming pharmaceutical product development process and the uncertainty of clinical success; the COVID-19 pandemic and the wars in Ukraine and the Middle East, which may significantly impact (i) our business, research, clinical development plans and operations, including our operations in Southern California and Denver and at our clinical trial sites, as well as the business or operations of our third-party manufacturer, contract research organizations or other third parties with whom we conduct business, (ii) our ability to access capital, and (iii) the value of our common stock; the sufficiency of Atara’s cash resources and need for additional capital; and other risks and uncertainties affecting Atara’s and its development programs, including those discussed in Atara’s filings with the Securities and Exchange Commission , including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings and in the documents incorporated by reference therein. Except as otherwise required by law, Atara disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise.
Financials
Atara Biotherapeutics, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
| September 30, | December 31, | |||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 46,453 | $ | 25,841 | ||
| Short-term investments | 20,736 | 25,884 | ||||
| Restricted cash | 146 | 146 | ||||
| Accounts receivable | 1,335 | 34,108 | ||||
| Inventories | 13,980 | 9,706 | ||||
| Other current assets | 9,205 | 6,184 | ||||
| Total current assets | 91,855 | 101,869 | ||||
| Property and equipment, net | 1,661 | 3,856 | ||||
| Operating lease assets | 45,833 | 54,935 | ||||
| Other assets | 3,357 | 4,844 | ||||
| Total assets | $ | 142,706 | $ | 165,504 | ||
| Liabilities and stockholders’ equity (deficit) | ||||||
| Current liabilities: | ||||||
| Accounts payable | $ | 2,146 | $ | 3,684 | ||
| Accrued compensation | 7,768 | 11,519 | ||||
| Accrued research and development expenses | 6,077 | 17,364 | ||||
| Deferred revenue | 116,344 | 77,833 | ||||
| Other current liabilities | 23,644 | 31,826 | ||||
| Total current liabilities | 155,979 | 142,226 | ||||
| Deferred revenue - long-term | 470 | 37,562 | ||||
| Operating lease liabilities - long-term | 35,243 | 45,693 | ||||
| Liability related to the sale of future revenues - long-term | 37,584 | 34,623 | ||||
| Other long-term liabilities | 3,969 | 4,631 | ||||
| Total liabilities | $ | 233,245 | $ | 264,735 | ||
| Stockholders’ (deficit) equity: | ||||||
| Common stock | 1 | — | ||||
| Additional paid-in capital | 1,951,298 | 1,870,123 | ||||
| Accumulated other comprehensive loss | 22 | (204 | ) | |||
| Accumulated deficit | (2,041,860 | ) | (1,969,150 | ) | ||
| Total stockholders’ (deficit) equity | (90,539 | ) | (99,231 | ) | ||
| Total liabilities and stockholders’ (deficit) equity | $ | 142,706 | $ | 165,504 |
Atara Biotherapeutics, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except per share amounts)
| Three Months Ended<br> September 30, | Nine Months Ended<br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Commercialization revenue | $ | 40,190 | $ | 2,020 | $ | 96,187 | $ | 3,697 | ||||
| License and collaboration revenue | — | 118 | — | 624 | ||||||||
| Total revenue | 40,190 | 2,138 | 96,187 | 4,321 | ||||||||
| Costs and operating expenses: | ||||||||||||
| Cost of commercialization revenue | 7,602 | 2,615 | 14,214 | 5,726 | ||||||||
| Research and development expenses | 43,924 | 56,888 | 122,762 | 175,185 | ||||||||
| General and administrative expenses | 10,421 | 12,247 | 30,446 | 39,454 | ||||||||
| Total costs and operating expenses | 61,947 | 71,750 | 167,422 | 220,365 | ||||||||
| Loss from operations | (21,757 | ) | (69,612 | ) | (71,235 | ) | (216,044 | ) | ||||
| Interest and other income (expense), net | (169 | ) | (204 | ) | (1,468 | ) | 372 | |||||
| Loss before provision for (benefit from) income taxes | (21,926 | ) | (69,816 | ) | (72,703 | ) | (215,672 | ) | ||||
| Provision for (benefit from) income taxes | (17 | ) | (19 | ) | 7 | 4 | ||||||
| Net loss | $ | (21,909 | ) | $ | (69,797 | ) | $ | (72,710 | ) | $ | (215,676 | ) |
| Other comprehensive gain (loss): | ||||||||||||
| Unrealized gain (loss) on available-for-sale securities | 36 | 362 | 226 | 1,496 | ||||||||
| Comprehensive loss | $ | (21,873 | ) | $ | (69,435 | ) | $ | (72,484 | ) | $ | (214,180 | ) |
| Basic and diluted net loss per common share | $ | (2.93 | ) | $ | (16.40 | ) | $ | (11.34 | ) | $ | (51.27 | ) |
| Basic and diluted weighted-average shares outstanding | 7,466 | 4,256 | 6,414 | 4,207 |
Investor and Media Relations: Jason Awe, Ph.D. Head of Corporate Communications & Investor Relations (805) 217-2287 jawe@atarabio.com