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
under the Securities Exchange Act of 1934
For the month of: August 2017
Commission file number: 001-35932
ALCOBRA LTD.
(Translation of registrant’s name into English)
Azrieli Triangle Building
132 Derech Menachem Begin 39th Floor
Tel Aviv 6701101 Israel
(Address of principal executive offices)
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 x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):_____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):_____
Attached hereto and incorporated by reference herein is the registrant’s press release issued on August 11, 2017, announcing its financial results for the second quarter ended June 30, 2017.
The fifth bullet point under the heading “Second Quarter and Recent Corporate Updates” and the GAAP financial statements in this Form 6-K of the registrant are incorporated by reference into the Registration Statements on Form F-3 (File No. 333-209960) and Forms S-8 (File No. 333-194875, File No. 333-202394, File No. 333-209947 and File No. 333-217556) of the registrant, filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit No.
| 99.1 | Press release issued by Alcobra Ltd. on August 11, 2017, announcing its financial results for the second quarter ended June 30, 2017. |
2
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.
| Alcobra Ltd. | ||
| (Registrant) | ||
| By | /s/ Dr. Tomer Berkovitz | |
| Name: Dr. Tomer Berkovitz | ||
| Chief Financial Officer and Chief Operating Officer | ||
Date: August 11, 2017
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Exhibit 99.1
Investor Contacts
Alcobra Investor Relations
IR@alcobra-pharma.com
ALCOBRA ANNOUNCES SECOND QUARTER 2017 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE
Tel Aviv, Israel – August 11, 2017 – Alcobra Ltd. (NasdaqGM: ADHD) today announced financial results for the three and six months ended June 30, 2017, and provided a corporate update.
Second Quarter and Recent Corporate Updates:
| · | On June 23, 2017, Alcobra announced that it had established a Special Committee of the Board of Directors to explore and evaluate strategic alternatives focused on maximizing shareholder value. |
| · | Alcobra also announced that it had engaged Ladenburg Thalmann & Co. Inc. to act as its strategic financial advisor for the process. |
| · | As part of the strategic process, the Company is also exploring the best path forward with its clinical assets, ADAIR (Abuse-Deterrent Amphetamine Immediate-Release) and MDX (Metadoxine Extended Release), including monetization and partnering. |
| · | The strategic alternatives process is progressing according to plan. |
| · | The Company has also taken significant action to streamline its operations in order to preserve capital, including a 65% reduction in force. As part of the recent reduction in force, Dr. Jonathan Rubin, the Company’s Chief Medical Officer, will be stepping down effective September 11, 2017. |
| · | On June 12, 2017, Alcobra announced that it has entered into a cooperation agreement with Brosh Capital Partners L.P. and certain of its affiliates in connection with, among other things, Alcobra's 2017 Annual General Meeting of Shareholders. |
| · | Pursuant to the agreement, Alcobra appointed two new directors, Mr. Amir Efrati and Mr. Yuval Yanai, to the Alcobra Board of Directors. |
| · | The parties also agreed that the Company's upcoming Annual General Meeting (“AGM”) would be postponed until September 1, 2017, and, if needed, further postponed as long as Alcobra's strategic review process is ongoing and satisfactory to both parties. |
| · | The parties have agreed that the AGM will be postponed until October 19, 2017, based on continued progress on the strategic process. |
Second Quarter Ended June 30, 2017 Financial Results:
| · | Cash, marketable securities, and deposits totaled $41.2 million at June 30, 2017 and compared with $45.3 million at March 31, 2017 and $50.2 million at December 31, 2016. |
| · | Total operating expenses in the second quarter of 2017 were $3.8 million, compared with $5.9 million in the second quarter of 2016. |
| · | Research and development (R&D) expenses in the second quarter of 2017 were $1.4 million, compared with $4.2 million in the second quarter of 2016. The decline in R&D expenses is mainly driven by the termination of the Phase III study in MDX for Adult ADHD. |
| · | General and administrative (G&A) expenses in the second quarter of 2017 were $2.1 million, compared with $1.4 million in the second quarter of 2016. G&A expenses in the second quarter of 2017 include charges of $1.2 million associated with the reduction in force, expenses related to the strategic process, and legal fees in response to shareholder-activism, as well as $0.2 million in non-cash share-based compensation. |
About Alcobra
Alcobra Ltd. is an emerging pharmaceutical company primarily focused on the development and commercialization of new medications.
For more information, please visit the Company's website, www.alcobra-pharma.com, the content of which is not incorporated
herein by reference.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Because
such statements deal with future events and are based on Alcobra's current expectations, they are subject to various risks and
uncertainties and actual results, performance or achievements of Alcobra could differ materially from those described in or implied
by the statements in this press release. For example, forward-looking statements include statements regarding evaluating strategic
opportunities, exploring the best path forward with clinical assets, continued decrease in operating expenses and timing
of the company’s annual shareholders meeting. In addition, historic results of scientific
research do not guarantee that the conclusions of future research would suggest similar conclusions or that historic results referred
to in this press release would be interpreted similarly in light of additional research or otherwise. The forward-looking statements
contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading
"Risk Factors" in Alcobra Ltd.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2016, filed with the
Securities and Exchange Commission (SEC) and in subsequent filings with the SEC. Except as otherwise required by law, Alcobra disclaims
any intention or obligation to update or revise any forward-looking statements, which speak only as of the date they were made,
whether as a result of new information, future events or circumstances or otherwise.
# # #
Alcobra Ltd.
Consolidated Statements of Comprehensive Loss
(In thousands, except share and per share amounts)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Research and development | $ | 1,443 | $ | 4,182 | $ | 3,503 | $ | 7,544 | ||||||||
| Pre commercialization expenses | 289 | 334 | 682 | 746 | ||||||||||||
| General and administrative | 2,091 | 1,402 | 3,271 | 2,860 | ||||||||||||
| Total operating expenses | 3,823 | 5,918 | 7,456 | 11,150 | ||||||||||||
| Financial income, net | (144 | ) | (152 | ) | (269 | ) | (324 | ) | ||||||||
| Loss before taxes on income | 3,679 | 5,766 | 7,187 | 10,826 | ||||||||||||
| Tax on income | 12 | 22 | 24 | 48 | ||||||||||||
| Net loss attributable to holders of Ordinary shares | $ | 3,691 | 5,788 | 7,211 | 10,874 | |||||||||||
| Unrealized gain on available-for-sale marketable securities | 1 | 5 | 3 | 5 | ||||||||||||
| Total comprehensive loss | $ | 3,690 | $ | 5,783 | $ | 7,208 | $ | 10,869 | ||||||||
| Net basic and diluted loss per share | $ | (0.13 | ) | $ | (0.21 | ) | $ | (0.26 | ) | $ | (0.39 | ) | ||||
| Weighted average number of Ordinary shares used in computing basic and diluted net loss per share | 27,562,795 | 27,562,795 | 27,562,795 | 27,562,517 | ||||||||||||
Alcobra Ltd.
Consolidated Balance Sheet Data
(In thousands)
ASSETS
| June 30, 2017 | December 31, 2016 | |||||||
| (Unaudited) | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,568 | $ | 2,304 | ||||
| Short-term bank deposits | 26,000 | 33,000 | ||||||
| Marketable securities | 11,620 | 14,938 | ||||||
| Prepaid expenses and other receivables | 933 | 1,057 | ||||||
| Total current assets | 42,121 | 51,299 | ||||||
| Long-term assets: | ||||||||
| Other long-term assets | 20 | 29 | ||||||
| Property and equipment, net | 210 | 240 | ||||||
| Total long-term assets | 230 | 269 | ||||||
| Total assets | $ | 42,351 | $ | 51,568 | ||||
LIABILITIES AND
SHAREHOLDERS’ EQUITY
| Current liabilities: | ||||||||
| Trade payables | $ | 19 | $ | 528 | ||||
| Accrued expenses and other liabilities | 1,638 | 3,812 | ||||||
| Total current liabilities | 1,657 | 4,340 | ||||||
| Shareholders’ equity: | ||||||||
| Ordinary shares | 74 | 74 | ||||||
| Additional paid-in capital | 143,454 | 142,780 | ||||||
| Accumulated other comprehensive loss | (3 | ) | (6 | ) | ||||
| Accumulated deficit | (102,831 | ) | (95,620 | ) | ||||
| Total shareholders’ equity | 40,694 | 47,228 | ||||||
| Total liabilities and shareholders’ equity | $ | 42,351 | $ | 51,568 |
Alcobra Ltd.
Consolidated Cash Flow Data
(In thousands)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| (unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||||||
| Cash flow from operating activities: | ||||||||||||||||
| Net loss | $ | (3,691 | ) | $ | (5,788 | ) | $ | (7,211 | ) | $ | (10,874 | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||
| Depreciation | 15 | 18 | 37 | 33 | ||||||||||||
| Amortization of premium on marketable securities | 23 | 41 | 50 | 41 | ||||||||||||
| Stock based compensation | 155 | 578 | 674 | 1,314 | ||||||||||||
| Change in operating assets and liabilities: | ||||||||||||||||
| Prepaid expenses and other receivables | (12 | ) | 261 | 124 | 448 | |||||||||||
| Other long-term assets | 7 | (13 | ) | 9 | (60 | ) | ||||||||||
| Trade payables | (469 | ) | 27 | (509 | ) | 81 | ||||||||||
| Accrued expenses and other liabilities | (64 | ) | 770 | (2,174 | ) | 474 | ||||||||||
| Net cash used in operating activities | (4,036 | ) | (4,106 | ) | (9,000 | ) | (8,543 | ) | ||||||||
| Cash flow from investing activities: | ||||||||||||||||
| Purchase of property and equipment | (6 | ) | (2 | ) | (7 | ) | (25 | ) | ||||||||
| Proceeds from (Investment in) marketable securities | (64 | ) | (10,676 | ) | 3,271 | (14,415 | ) | |||||||||
| Proceeds from maturity of marketable securities | - | 145 | - | 145 | ||||||||||||
| Proceeds from call redemption of marketable securities | - | 245 | - | 245 | ||||||||||||
| Proceeds from short-term bank deposit | 3,000 | 16,000 | 7,000 | 21,022 | ||||||||||||
| Net cash provided by investing activities | 2,930 | 5,712 | 10,264 | 6,972 | ||||||||||||
| Cash flow from financing activities: | ||||||||||||||||
| Exercise of options | - | - | - | 6 | ||||||||||||
| Net cash provided by financing activities | - | - | - | 6 | ||||||||||||
| Increase (decrease) in cash and cash equivalents | (1,106 | ) | 1,606 | 1,264 | (1,565 | ) | ||||||||||
| Cash and cash equivalents at the beginning of the period | 4,674 | 13,487 | 2,304 | 16,658 | ||||||||||||
| Cash and cash equivalents at the end of the period | $ | 3,568 | $ | 15,093 | $ | 3,568 | $ | 15,093 | ||||||||