Form 8-K



Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): March 8, 2018




(Exact name of registrant as specified in its charter)




Delaware   001-10352   59-2758596

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


33 Arch Street

Suite 3110

Boston, Massachusetts

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 639-1500



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 (see General Instruction A.2. below):


  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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.    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 Operation and Financial Condition

On March 8, 2018, Juniper Pharmaceuticals, Inc. (the “Company”), issued a press release announcing the financial results for the three-month and twelve-month periods ended December 31, 2017, entitled “Juniper Pharmaceuticals Reports Full-Year 2017 Financial and Operating Results” (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the United State Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18. Furthermore, the information shall not be deemed incorporated by reference into any registration statement or any other filing under the United States Securities Act of 1933, as amended, except as shall be expressly set forth by specific references in such filings.


Item 5.08 Shareholder Director Nominations

On January 31, 2018, the Company announced that it had retained Rothschild as its independent financial advisor and was exploring strategic alternatives. In light of the foregoing, the Company has elected to delay its 2018 annual meeting until the second half of 2018. Accordingly, the Company has extended the deadline for making shareholder proposals, including director nominations. Proposals of shareholders intended to be presented at the 2018 annual meeting must be received at the Company’s offices not later than July 30, 2018 and satisfy the requirements set forth in the Company’s amended and restated by-laws. Proposals intended for inclusion in the company’s proxy statement for the annual meeting must also satisfy the requirements for shareholder proposals as set forth in Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits




99.1    Press Release dated March 8, 2018, entitled “Juniper Pharmaceuticals Reports Full-Year 2017 Financial and Operating Results”, furnished herewith.






99.1    Press Release dated March 8, 2018, entitled “Juniper Pharmaceuticals Reports Full-Year 2017 Financial and Operating Results”, furnished herewith.

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.


By:   /s/ Jeffrey E. Young




Jeffrey E. Young

Chief Financial Officer

Date: March 8, 2018


Exhibit 99.1



Juniper Pharmaceuticals Reports Full-Year 2017 Financial and Operating Results

Full Year CRINONE® Revenues Increased 20% and Juniper Pharma Services (JPS) Revenues Increased 32% Year-over-Year

Ended 2017 Cash Flow Positive; Company Expects Trend to Continue in 2018

Conference Call at 8:30 a.m. EST Today

BOSTON, March 8, 2018 — Juniper Pharmaceuticals (Nasdaq:JNP), a diversified healthcare company with core businesses of its CRINONE® (progesterone gel) franchise and fee-for-service pharmaceutical development and manufacturing business JPS, today announced financial results for the twelve-month period ended December 31, 2017. Cash and equivalents were $21.4 million at December 31, 2017 compared to $21.0 million at December 31, 2016.

“The past year has been transformational for Juniper as we made significant progress toward the achievement of each of our corporate goals. Notably, we took the necessary steps to streamline our organization to focus on accelerating growth across our core businesses, JPS and CRINONE®, and we successfully secured an extension of the CRINONE® supply agreement with Merck, KGaA,” said Alicia Secor, Chief Executive Officer.

Ms. Secor added, “Our continued investment in JPS and solid performance in the CRINONE® business resulted in significant annual revenue growth and allowed us to exceed our financial guidance for 2017. We ended the year cash flow positive, and we anticipate this trend will continue and expect to end 2018 cash flow positive as well. As our process to explore strategic alternatives continues, we are committed to building shareholder value while maintaining the momentum in these businesses.”

Fourth Quarter and Recent Corporate Highlights


    Engaged Rothschild as independent financial advisor to assist in the exploration of strategic alternatives as part of an ongoing effort to enhance shareholder value. This process remains ongoing.


    Announced a 4.5-year extension through 2024 of the CRINONE® supply agreement with Merck KGaA, Darmstadt, Germany.


    Focusing on expansion of its JPS pharmaceutical development and manufacturing services to new and existing customers seeking solutions for difficult-to-formulate products.


    Announced positive top-line pharmacokinetic data from in vivo studies evaluating each of the Company’s three IVR formulations which support advancement of the IVR technology platform.


    Exploring partnering opportunities for each of the IVR pipeline candidates.

Full Year Financial Results

“We exceeded our top-line growth guidance for 2017, reporting a 24% increase in revenues from our core business year-over-year, outpacing the growth levels we observed in 2016,” said Jeff Young, Chief Financial Officer at Juniper. “We are well-positioned to continue to deliver double-digit growth in these core businesses in 2018.”

Product revenues from Merck KGaA increased 20.1% to $32.7 million in 2017, compared with $27.2 million in the prior year. The $5.5 million increase primarily reflects continued expansion of existing key markets as well as new markets.

Service revenues from Juniper Pharma Services were $17.3 million for the twelve months ended December 31, 2017, an increase of $4.2 million, or 32.3%, as compared with $13.1 million in the prior year. The service revenue increase primarily reflects the continued uptake of our specialized service offering for challenging-to-develop molecules as well as follow-on later stage contracts from existing clients.

Total revenues decreased 8.4% year-over-year to $50.0 million in the year ended December 31, 2017, as compared to $54.6 million in the previous year. Excluding royalties, which were monetized in the fourth quarter of 2016, combined product and service revenue increased 24% year-over-year.

Gross profit decreased to $21.0 million in the year ended December 31, 2017, compared with $30.3 million in the prior year. This decrease was primarily the result of the reduction of royalty revenue for the year ended 2017. Excluding royalties from the prior period, gross profit would have increased by $5.0 million, or 31%, to $21.0 million from $16.0 million in 2016.

Total operating expenses were down slightly to $24.9 million, as compared $25 million in the previous year. The decrease was primarily driven by lower R&D spend of $2.8 million predominantly due to the COL-1077 Phase 2b clinical trial, which was completed in August 2016, partially offset by $1.3 million increase in G&A spend as a result of costs incurred in the first half of 2017 related to the restatement of our financial statements for the years ended December 31, 2013 through 2015, $0.8 million restructuring charge related to the Company’s September 2017 reprioritization recorded in the third quarter of 2017 and a $0.6 million increase in sales and marketing that resulted from the continued growth of Juniper Pharma Services.

The Company recorded a net loss of $2.1 million, or $0.15 per diluted share, in the twelve months ended December 31, 2017, compared with net income of $6.0 million, or $0.55 per diluted share, for the twelve months ended December 31, 2016.

Liquidity and Capital Resources

Cash and cash equivalents were $21.4 million as of December 31, 2017, versus $21.0 million at December 31, 2016. The Company believes that its current cash and cash equivalents, as well as cash generated from operations, will be sufficient to meet its anticipated cash needs for working capital and capital expenditures through at least the next twelve months.

Conference Call

As previously announced, Juniper’s management team will hold a conference call to discuss financial results for the fourth quarter and full year ended December 31, 2017, as follows:


Date:   March 8, 2018
Time:   8:30 a.m. ET
Dial-in numbers:   Toll free: (866) 374-4635 (U.S.), (855) 669-9657 (Canada), or International: (412) 902-4218

Webcast (live and archive):, under “Investors” or click here.

The teleconference replay will be available approximately one hour after completion through Thursday, March 15, 2018, at (877) 344-7529 (U.S.), (855) 669-9658 (Canada) or (412) 317-0088 (International). The replay access code is 10117499.

The archived webcast will be available for one year via the aforementioned URLs.

About Juniper Pharmaceuticals

Juniper Pharmaceuticals, Inc.’s core businesses include its CRINONE® (progesterone gel) franchise and Juniper Pharma Services, which provides high-end fee-for-service pharmaceutical development and clinical trials manufacturing to clients. The Company is also leveraging its differentiated intravaginal ring technology, which offers the potential to address unmet needs in women’s health. Please visit for more information.

Juniper Pharmaceuticals™ is a trademark of Juniper Pharmaceuticals, Inc., in the U.S. and EU.

CRINONE® is a registered trademark of Merck KGaA, Darmstadt, Germany, outside the U.S. and of Allergan plc in the U.S.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the strength of Juniper’s business, product candidates and future results and the adaquecy of its current capital position, including the ability to achieve double-digit growth in its core businesses and positive cash flow and the outcome of its exploration of partnering opportunities for its IVR product candidates and strategic alternatives for the company. Management believes that these forward-looking statements are reasonable as and when made. However, such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected in the forward-looking statements. These risks and uncertainties include, but are not limited to: the uncertainty associated with being able to identify, evaluate and complete any strategic alternative, the

impact of the announcement of the Company’s review of strategic alternatives, as well as any strategic alternative that may be pursued, on the Company’s business, including its financial and operating results and its employees and customers, risks associated with the drug development process generally, including the outcomes of clinical trials and the regulatory review process; the risk that the results of previously conducted studies involving our product candidates will not be repeated or observed in ongoing or future studies or following commercial launch, if such product candidates are approved; risks associated with obtaining, maintaining and protecting intellectual property; risks associated with Juniper Pharmaceuticals’ ability to enforce its patents against infringers and defend its patent portfolio against challenges from third parties; the risk of competition from currently approved therapies and from other companies developing products for similar uses; risk associated with Juniper Pharmaceuticals’ ability to manage operating expenses and/or obtain additional funding to support its business activities; and risks associated with Juniper Pharmaceuticals’ dependence on third parties. For a discussion of certain risks and uncertainties associated with Juniper Pharmaceuticals’ forward-looking statements, please review the Company’s reports filed with the SEC, including, but not limited to, its Annual Report on Form 10-K for the period ended December 31, 2017 and subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. These statements are based on management’s current expectations and Juniper Pharmaceuticals does not undertake any responsibility to revise or update any forward-looking statements contained herein, except as expressly required by law.

Investor Contact:

Argot Partners

Laura Perry or Heather Savelle


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(In thousands)


     December 31,      December 31,  
     2017      2016  



Cash and cash equivalents

   $ 21,446      $ 20,994  

Accounts receivable, net

     4,734        6,573  


     6,326        5,621  

Prepaid expenses and other current assets

     3,467        1,539  







Total current assets

     35,973        34,727  

Property and equipment, net

     15,229        13,366  

Intangible assets, net

     744        969  


     9,123        8,342  

Other assets

     151        167  







Total Assets

   $ 61,220      $ 57,571  







Liabilities, contingently redeemable preferred stock, and stockholders’ equity:


Accounts payable

   $ 4,038      $ 3,893  

Accrued expenses and other

     5,615        5,271  

Deferred revenue

     6,141        5,624  

Current portion of long-term debt

     546        204  







Total current liabilities

     16,340        14,992  

Long-term debt, net of current portion

     3,253        2,203  

Other noncurrent liabilities

     115        56  







Total Liabilities

     19,708        17,251  







Commitments and Contingencies


Series C preferred stock

     —          550  

Total stockholders’ equity

     41,512        39,770  







Total liabilities, contingently redeemable preferred stock, and stockholders’ equity

   $ 61,220      $ 57,571  







(In thousands, except per share data)


     Three Months Ended     For the Year Ended  
     December 31,     December 31,  
     2017     2016     2017     2016  



Product revenues

   $ 7,004     $ 6,495     $ 32,688     $ 27,211  

Service revenues

     4,786       3,101       17,291       13,065  


     —         11,334       —         14,297  













Total net revenues

     11,790       20,930       49,979       54,573  

Cost of product revenues

     4,237       3,703       19,013       15,595  

Cost of service revenues

     2,799       2,068       9,948       8,698  













Total cost of revenues

     7,036       5,771       28,961       24,293  

Gross profit

     4,754       15,159       21,018       30,280  

Operating expenses


Sales and marketing

     553       349       1,859       1,259  

Research and development

     1,575       1,442       6,860       9,676  

General and administrative

     3,122       4,251       15,385       14,066  

Restructuring charge

     21       —         777       —    













Total operating expenses

     5,271       6,042       24,881       25,001  

(Loss) income from operations

     (517     9,117       (3,863     5,279  

Interest expense, net

     (25     (23     (130     (97

Other income, net

     1,568       564       1,747       860  













(Loss) income before income taxes

     1,026       9,658       (2,246     6,042  

Income tax (benefit) expense

     (141     44       (186     91  

Net income (loss)

   $ 1,167     $ 9,614     $ (2,060   $ 5,951  

Adjustments attributable to preferred stockholders

     —         (7     445       (28













Income (loss) available to common stockholders

   $ 1,167     $ 9,607     $ (1,615   $ 5,923  













Diluted net income (loss) income per share

   $ 0.11     $ 0.88     $ (0.15   $ 0.55  













Diluted weighted average shares outstanding

     10,989       10,908       10,824       10,891  













Basic net income (loss) income per share

   $ 0.11     $ 0.89     $ (0.15   $ 0.55  













Basic weighted average shares outstanding

     10,844       10,802       10,824       10,795