6-K
Legend Biotech Corp (LEGN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
Date of Report: March 11, 2024
Commission File Number: 001-39307
Legend Biotech Corporation
(Exact Name of Registrant as Specified in its Charter)
2101 Cottontail Lane
Somerset, New Jersey 08873
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Legend Biotech Reports Fourth Quarter and Full Year 2023 Results and Recent Highlights
On March 11, 2024, Legend Biotech Corporation (“Legend Biotech”) issued a press release regarding its fourth quarter and full year 2023 unaudited financial results and recent business highlights, which is attached to this Form 6-K as Exhibit 99.1. In addition, Legend Biotech is updating its pipeline of product candidates, as set forth in Exhibit 99.2 to this Form 6-k.
This report on Form 6-K, including Exhibits 99.1 (other than the information included under “Webcast/Conference Call Details” and “About Legend Biotech”) and 99.2, is hereby incorporated herein by reference in the registration statements of Legend Biotech on Form F-3 (Nos. 333-272222, 333-257609 and 333-257625) and Form S-8 (No. 333-239478), to the extent not superseded by documents or reports subsequently filed.
EXHIBIT INDEX
Exhibit Title
99.1 Press Release, dated March 11, 2024
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, thereunto duly authorized.
| LEGEND BIOTECH CORPORATION | ||
|---|---|---|
| Date: March 11, 2024 | By: | /s/ Ying Huang |
| Name: | Ying Huang, Ph.D. | |
| Title: | Chief Executive Officer |
Document
Legend Biotech Reports Fourth Quarter and Full Year 2023 Results and Recent Highlights
•CARVYKTI® (ciltacabtagene autoleucel; cilta-cel) net trade sales of approximately $159 million and $500 million for the fourth quarter and full year 2023, respectively
•CHMP recommended CARVYKTI® label expansion in earlier lines of treatment for adult patients with relapsed and lenalidomide-refractory multiple myeloma. FDA ODAC to meet on March 15 to review data from the CARTITUDE-4 study supporting the use of cilta-cel in earlier lines of treatment for adult patients with relapsed and lenalidomide-refractory multiple myeloma
•On January 3, 2024, Legend received a $100 million upfront payment in connection with its global license agreement with Novartis Pharma AG to develop, manufacture, and commercialize LB2102 and other potential CAR-T therapies selectively targeting DLL-3
•Cash and cash equivalents, deposits and short-term investments of $1.3 billion, as of December 31, 2023, which Legend Biotech believes will provide financial runway through the end of 2025.
SOMERSET, N.J.—March 11, 2024— Legend Biotech Corporation (NASDAQ: LEGN) (Legend Biotech), a global leader in cell therapy, today reported its fourth quarter and full year 2023 unaudited financial results and key corporate highlights.
“With worldwide sales of half a billion dollars in its first full year of commercialization, our rapid, successful launch of CARVYKTI® reinforces its position as a leading CAR-T therapy for patients with relapsed and refractory multiple myeloma,” said Ying Huang, Ph.D., Chief Executive Officer of Legend Biotech. “Our accomplishments in 2023, through our strategic partnership with Johnson & Johnson*, created the foundation for strong growth and uptake of CARVYKTI® , positioning us to bring CARVYKTI® to more patients in need of treatment going forward.”
Regulatory Updates
•The Committee for Medicinal Products for Human Use (CHMP) adopted a positive opinion recommending label expansion for CARVYKTI® to include the treatment of adult patients with relapsed and refractory multiple myeloma who have received at least one prior therapy, including an immunomodulatory agent and a proteasome inhibitor, have demonstrated disease progression on the last therapy, and are refractory to lenalidomide.The U.S. Food and Drug Administration’s (FDA) Oncologic Drugs Advisory Committee (ODAC) intends to meet on March 15 to review data from the CARTITUDE-4 study supporting the use of cilta-cel in earlier lines of treatment for adult patients with relapsed and lenalidomide-refractory multiple myeloma.
Key Business Developments
•On January 3, 2024, Legend received a $100 million upfront payment in connection with its global license agreement with Novartis Pharma AG to develop, manufacture, and commercialize LB2102 and other potential chimeric antigen receptor T-cell (CAR-T) therapies selectively targeting Delta-like Ligand 3 (DLL-3)
•Promoted Birk Vanderweeën to Senior Vice President of Global Manufacturing & Supply responsible for overseeing the production and delivery of CARVYKTI® for patients across the globe. Previously he was General Manager, Europe. Mr. Vanderweeën brings over 25 years of experience in Operations, Quality, Supply Chain, and Manufacturing at industry leading companies
•Expanded manufacturing capacity by 100% since the beginning of 2023, including starting clinical production at the new Obelisc site in Ghent
•Plans to deliver production capacity of 10,000 annual doses by year-end 2025
•CARVYKTI® is now available in Germany and Austria, as commercial demand continues with over 2,500 patients treated across 80+ authorized treatment centers globally
•Presented patient-reported outcome data at the 2023 American Society of Hematology Annual Meeting from the Phase 3 CARTITUDE-4 study demonstrating clinically meaningful improvements in health-related quality of life and reductions in multiple myeloma symptoms following treatment with CARVYKTI® compared to standard of care1
1 Mina, R. Patient-Reported Outcomes in the Phase 3 CARTITUDE-4 Study of Ciltacabtagene Autoleucel Vs Standard of Care in Patients with Lenalidomide-Refractory Multiple Myeloma after 1-3 Lines of Therapy. Abstract #1063 [Oral Presentation]. Presented at the 2023 American Society of Hematology Annual Meeting.
* In December 2017, Legend Biotech entered into an exclusive worldwide license and collaboration agreement with Janssen Biotech, Inc., a Johnson & Johnson company, to develop and commercialize cilta-cel (the Janssen Agreement).
Financial Results for Quarter and Year Ended December 31, 2023
Cash and Cash Equivalents, Time Deposits, and Short-Term Investments
As of December 31, 2023, Legend Biotech had approximately $1.3 billion of cash and cash equivalents, time deposits, and short-term investments.
Revenue
License Revenue
There was no license revenue for the three months ended December 31, 2023 and December 31, 2022. License revenue for the year ended December 31, 2023 was $35.2 million, compared to $50.0 million for the year ended December 31, 2022. This decrease of $14.8 million was primarily driven by the nature and timing of milestones achieved as outlined in the Global Development Plan under the Janssen Agreement for cilta-cel.
Collaboration Revenue
Collaboration revenue for the three months and year ended December 31, 2023 was $79.4 million and $249.8 million, respectively, compared to $27.4 million and $66.7 million for the three months and year ended December 31, 2022. The increase of $52.0 million and $183.1 million for the three months and year ended, respectively, were due to an increase in revenue generated from sales of CARVYKTI® in connection with the Janssen Agreement.
Other Revenue
Other revenue for the three months and year ended December 31, 2023 was $0.03 million and $0.2 million, respectively, compared to $0.2 million and $0.3 million for the three months and year ended December 31, 2022. Other revenue relates to the licensing of certain patents to Nanjing Probio Biotech Co., Ltd. and its affiliates.
Operating Expenses
Collaboration Cost of Revenue
Collaboration cost of revenue for the three months and year ended December 31, 2023 was $32.5 million and $144.2 million, respectively, compared to $23.0 million and $65.4 million for the three months and year ended December 31, 2022. The increase of $9.5 million and $78.8 million for the three months and year ended, respectively, were due to a combination of Legend Biotech’s share of the cost of sales in connection with CARVYKTI® sales under the Janssen Agreement and expenditures to support expansion in manufacturing capacity.
Research and Development Expenses
Research and development expenses for the three months and year ended December 31, 2023 were $105.7 million and $382.2 million, respectively, compared to $80.8 million and $335.6 million for the three months and year ended December 31, 2022. The increase of $24.9 million and $46.6 million for the three months and year ended, respectively, were primarily due to continuous research and development activities in cilta-cel, including higher patient enrollment for Phase 3 clinical trials, and an increase in research and development activities for other pipeline items. Also, the increase in research and development expenses is due to personnel and start up costs to establish the manufacturing facility in Belgium for initial clinical production. The other pipeline expenses include continued investment in Legend Biotech’s solid tumor programs, which include two Investigational New Drug approvals that advanced into Phase 1 development.
Administrative Expenses
Administrative expenses for the three months and year ended December 31, 2023 were $28.7 million and $106.8 million, respectively, compared to $26.7 million and $80.6 million for the three months and year ended December 31, 2022. The increase of $2.0 million and $26.2 million for the three months and year ended, respectively, were primarily due to the expansion of administrative functions to facilitate continuous business growth and continued investment in building Legend Biotech’s global information technology infrastructure.
Selling and Distribution Expenses
Selling and distribution expenses for the three months and year ended December 31, 2023 were $33.7 million and $94.2 million, respectively, compared to $25.8 million and $93.4 million for the three months and year ended December 31, 2022. The increase of $7.9 million and $0.8 million for the three months and year ended, respectively were due to costs associated with commercial activities for cilta-cel.
Other Income and Gains
Other income and gains for the three months and year ended December 31, 2023 were $18.5 million and $58.1 million, respectively, compared to $7.4 million and $12.0 million for the three months and year ended December 31, 2022. The increase of $11.1 million and $46.1 million for the three months and year ended, respectively, were primarily attributable to an increase in interest income and gain on investments.
Other Expenses
Other expenses for the three months and year ended December 31, 2023 were $38.4 million and $28.5 million, respectively, compared to $0.3 million and $9.8 million for the three months and year ended December 31, 2022. The increase of $38.1 million and $18.7 million for the three months and year ended, respectively, were primarily due to unrealized foreign currency exchange loss.
Finance Costs
Finance costs for the three months and year ended December 31, 2023 were $5.8 million and $21.8 million, respectively, compared to $4.9 million and $10.8 million for the three months and year ended December 31, 2022. The increase of $0.9 million and $11.0 million for the three months and year ended, respectively, were primarily due to interest on advance funding, which is interest-bearing borrowings funded by Janssen under the Janssen Agreement and constituted of principal and applicable interests upon such principal.
Fair Value (Loss)/Gain of Warrant Liability
There was no fair value (loss)/gain of warrant liability for the three months ended December 31, 2023 compared to a loss of $9.3 million for the three months ended December 31, 2022. Fair value loss of warrant liability for the year ended December 31, 2023 was $85.8 million, compared to a fair value gain of $20.9 million for the year ended December 31, 2022. The decrease of $9.3 million for the three months ended, was because the warrant was exercised on May 11, 2023. The increase of $106.7 million for the year ended, was due to the fair value loss recorded on the full exercise of the warrant we issued to an institutional investor in May 2021, which took place on May 11, 2023.
Loss for the Period
For the three months ended December 31, 2023, net loss was $144.8 million, or $0.40 per share, compared to net loss of $135.9 million, or $0.41 per share, for the three months ended December 31, 2022. For the year ended December 31, 2023, net loss was $518.3 million, or $1.47 per share, compared to a net loss of $446.3 million, or $1.40 per share, for the year ended December 31, 2022.
Webcast/Conference Call Details:
Legend Biotech will host its quarterly earnings call and webcast today at 8:00am ET. To access the webcast, please visit this weblink.
A replay of the webcast will be available on Legend Biotech’s website at https://investors.legendbiotech.com/events-and-presentations.
About Legend Biotech
Legend Biotech is a global biotechnology company dedicated to treating, and one day curing, life-threatening diseases. Headquartered in Somerset, New Jersey, we are developing advanced cell therapies across a diverse array of technology platforms, including autologous and allogeneic chimeric antigen receptor T-cell, gamma-delta T cell and natural killer (NK) cell-based immunotherapy. From our three R&D sites around the world, we apply these innovative technologies to pursue the discovery of cutting-edge therapeutics for patients worldwide.
Learn more at https://legendbiotech.com/ and follow us on X (formerly Twitter) and LinkedIn.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, constitute “forward-looking statements” within the meaning of The Private
Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to Legend Biotech’s strategies and objectives; statements relating to CARVYKTI®, including patient population for CARVYKTI®, Legend Biotech’s expectations for CARVYKTI®, including manufacturing expectations for CARVYKTI®; expected results and timing of clinical trials; Legend Biotech’s expectations for LB2102 and its potential benefits; the potential benefits of licensing transactions; Legend Biotech’s expectations on advancing their pipeline and product portfolio; and the potential benefits of Legend Biotech’s product candidates. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward- looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors. Legend Biotech’s expectations could be affected by, among other things, uncertainties involved in the development of new pharmaceutical products; unexpected clinical trial results, including as a result of additional analysis of existing clinical data or unexpected new clinical data; unexpected regulatory actions or delays, including requests for additional safety and/or efficacy data or analysis of data, or government regulation generally; unexpected delays as a result of actions undertaken, or failures to act, by our third party partners; uncertainties arising from challenges to Legend Biotech’s patent or other proprietary intellectual property protection, including the uncertainties involved in the U.S. litigation process; competition in general; government, industry, and general product pricing and other political pressures; the duration and severity of the COVID-19 pandemic and governmental and regulatory measures implemented in response to the evolving situation; as well as the other factors discussed in the “Risk Factors” section of Legend Biotech’s Annual Report on Form 20-F for the year ended December 31, 2022 filed with the Securities and Exchange Commission (SEC) on March 30, 2023 and Legend Biotech’s other filings with the SEC, as well as Legend Biotech’s Annual Report on Form 20-F for the year ended December 31, 2023 to be filed with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this press release as anticipated, believed, estimated or expected. Any forward-looking statements contained in this press release speak only as of the date of this press release. Legend Biotech specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
INVESTOR CONTACT:
Jessie Yeung
Tel: (732) 956-8271
jessie.yeung@legendbiotech.com
PRESS CONTACT:
Alexandra Ventura
Tel: (732) 850-5598
media@legendbiotech.com
LEGEND BIOTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
| Three Months Ended<br><br>December 31, | Year Ended <br>December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |
| US$’000, except share and per share data | (unaudited) | (unaudited) | (unaudited) | (audited) |
| REVENUE | ||||
| License revenue | — | — | 35,160 | 50,000 |
| Collaboration revenue | 79,435 | 27,441 | 249,804 | 66,677 |
| Other revenue | 29 | 192 | 179 | 328 |
| Total revenue | 79,464 | 27,633 | 285,143 | 117,005 |
| Collaboration cost of revenue | (32,450) | (22,964) | (144,214) | (65,363) |
| Other income and gains | 18,450 | 7,356 | 58,126 | 12,049 |
| Research and development expenses | (105,683) | (80,756) | (382,218) | (335,648) |
| Administrative expenses | (28,707) | (26,681) | (106,769) | (80,631) |
| Selling and distribution expenses | (33,677) | (25,823) | (94,158) | (93,417) |
| Other expenses | (38,389) | (327) | (28,484) | (9,823) |
| Fair value (loss)/gain of warrant liability | — | (9,300) | (85,750) | 20,900 |
| Finance costs | (5,820) | (4,861) | (21,794) | (10,796) |
| LOSS BEFORE TAX | (146,812) | (135,723) | (520,118) | (445,724) |
| Income tax benefit/(expense) | 1,994 | (153) | 1,864 | (625) |
| LOSS FOR THE PERIOD | (144,818) | (135,876) | (518,254) | (446,349) |
| Attributable to: | ||||
| Ordinary equity holders of the parent | (144,818) | (135,876) | (518,254) | (446,349) |
| LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT | ||||
| Basic | (0.40) | (0.41) | (1.47) | (1.40) |
| Diluted | (0.40) | (0.41) | (1.47) | (1.40) |
| ORDINARY SHARES USED IN LOSS PER SHARE COMPUTATION | ||||
| Basic | 363,655,317 | 329,923,489 | 352,165,418 | 318,083,913 |
| Diluted | 363,655,317 | 329,923,489 | 352,165,418 | 318,083,913 |
LEGEND BIOTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| December 31, 2023 | December 31, 2022 | |
|---|---|---|
| US$’000 | US$’000 | |
| (unaudited) | (audited) | |
| NON-CURRENT ASSETS | ||
| Property, plant and equipment | 108,725 | 105,168 |
| Advance payments for property, plant and equipment | 451 | 914 |
| Right-of-use assets | 80,502 | 55,590 |
| Time deposits | 4,362 | — |
| Intangible assets | 4,061 | 3,409 |
| Collaboration prepaid leases | 151,216 | 65,276 |
| Other non-current assets | 1,493 | 1,487 |
| Total non-current assets | 350,810 | 231,844 |
| CURRENT ASSETS | ||
| Collaboration inventories | 19,433 | 10,354 |
| Trade receivables | 100,041 | 90 |
| Prepayments, other receivables and other assets | 69,251 | 61,755 |
| Financial assets at fair value through profit or loss | 663 | 185,603 |
| Pledged deposits | 357 | 1,270 |
| Time deposits | 30,341 | 54,016 |
| Cash and cash equivalents | 1,277,713 | 786,031 |
| Total current assets | 1,497,799 | 1,099,119 |
| Total assets | 1,848,609 | 1,330,963 |
| CURRENT LIABILITIES | ||
| Trade payables | 20,160 | 32,893 |
| Other payables and accruals | 132,802 | 184,109 |
| Government grants | 68 | 451 |
| Lease liabilities | 3,175 | 3,563 |
| Tax payable | 7,203 | 9,772 |
| Contract liabilities | 53,010 | — |
| Warrant liability | — | 67,000 |
| Total current liabilities | 216,418 | 297,788 |
| NON-CURRENT LIABILITIES | ||
| Collaboration interest-bearing advanced funding | 281,328 | 260,932 |
| Lease liabilities long term | 44,169 | 20,039 |
| Government grants | 7,305 | 7,659 |
| Contract liabilities | 47,962 | — |
| Other non-current liabilities | 56 | 233 |
| Total non-current liabilities | 380,820 | 288,863 |
| Total liabilities | 597,238 | 586,651 |
| EQUITY | ||
| Share capital | 36 | 33 |
| Reserves | 1,251,335 | 744,279 |
| Total ordinary shareholders’ equity | 1,251,371 | 744,312 |
| Total equity | 1,251,371 | 744,312 |
| Total liabilities and equity | 1,848,609 | 1,330,963 |
LEGEND BIOTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
| Three Months Ended December 31, | Year Ended December 31, | |||
|---|---|---|---|---|
| US$’000 | 2023 | 2022 | 2023 | 2022 |
| (unaudited) | (unaudited) | (unaudited) | (audited) | |
| LOSS BEFORE TAX | (146,812) | (135,723) | (520,118) | (445,724) |
| CASH FLOWS USED IN OPERATING ACTIVITIES | (95,645) | (49,742) | (393,276) | (201,281) |
| CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES | 407,509 | 24,932 | 92,786 | (77,092) |
| CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES | 925 | (783) | 791,490 | 377,976 |
| NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS | 312,789 | (25,593) | 491,000 | 99,603 |
| Effect of foreign exchange rate changes, net | 1,454 | (1,109) | 682 | (2,510) |
| Cash and cash equivalents at beginning of the period | 963,470 | 812,733 | 786,031 | 688,938 |
| CASH AND CASH EQUIVALENTS AT END OF THE YEAR | 1,277,713 | 786,031 | 1,277,713 | 786,031 |
| ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS | ||||
| Cash and bank balances | 1,312,773 | 841,317 | 1,312,773 | 841,317 |
| Less: Pledged deposits | 357 | 1,270 | 357 | 1,270 |
| Time deposits | 34,703 | 54,016 | 34,703 | 54,016 |
| Cash and cash equivalents as stated in the statement of financial position | 1,277,713 | 786,031 | 1,277,713 | 786,031 |
| Cash and cash equivalents as stated in the statement of cash flows | 1,277,713 | 786,031 | 1,277,713 | 786,031 |
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