UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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. |
Longboard Pharmaceuticals, Inc. (the “Company”) expects to report that its cash, cash equivalents and short-term investments as of December 31, 2023 were approximately $48 million.
The Company has not yet completed its quarter-end financial close process for the quarter ended December 31, 2023. This estimate of the Company’s cash, cash equivalents and short-term investments as of December 31, 2023 is preliminary, has not been audited and is subject to change upon completion of the Company’s financial statement closing procedures. Additional information and disclosure would be required for a more complete understanding of the Company’s financial position and results of operations as of December 31, 2023. The Company’s independent registered public accounting firm has not audited, reviewed or performed any procedures with respect to this preliminary result and, accordingly, does not express an opinion or any other form of assurance about it.
The information contained in this Current Report on Form 8-K under Item 2.02 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and will not be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless specifically identified as being incorporated therein by reference.
| Item 8.01 | Other Events |
Suspension of offering under Sales Agreement
On January 2, 2024, the Company announced the commencement of a proposed underwritten public offering of its common stock.
In connection with the Company’s proposed public offering, the Company suspended and, during the duration of the proposed public offering, is not offering any shares of its common stock pursuant to the prospectus filed with the Securities and Exchange Commission (the “SEC”) on August 4, 2023 relating to the Controlled Equity OfferingSM Sales Agreement, dated September 30, 2022 (the “Sales Agreement”), by and between the Company and Cantor Fitzgerald & Co. The Company will not make any sales of common stock pursuant to the Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act nor shall there be any sale of the Company’s securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Corporate Update
On November 29, 2023, the Company announced that it had initiated a Phase 1 single-ascending dose study of LP659 in adult healthy volunteers.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this Current Report on Form 8-K that are not historical facts may be considered “forward-looking statements,” including statements regarding the Company’s preliminary estimates of cash, cash equivalents and short-term investments as of December 31, 2023. Forward-looking statements are typically, but not always, identified by the use of words such as “estimate,” “expect,” and other similar terminology. Forward-looking statements are based on current expectations of management and upon what management believes to be reasonable assumptions based on information currently available to it, and are subject to risks and uncertainties. Such risks and uncertainties may cause actual results to differ materially from the expectations set forth in the forward-looking statements. Such risks and uncertainties include, but are not limited to, risks related to preliminary financial results, including the risks that the preliminary financial results reported herein
reflect information available to the Company only at this time and may differ from actual results, including in connection with the Company’s completion of financial closing procedures, risks associated with market conditions, risks and uncertainties associated with the Company’s business and finances in general, risks associated with macroeconomic conditions stemming from evolving geopolitical developments such as the conflicts in Ukraine and the Middle East, as well as the risks detailed in the Company’s recent filings on Forms 10-K and 10-Q with SEC. The Company disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.
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.
| Longboard Pharmaceuticals, Inc. | ||||||
| Date: January 2, 2024 | By: | /s/ Kevin R. Lind | ||||
| Kevin R. Lind | ||||||
| President and Chief Executive Officer | ||||||