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 October 2024
Commission File Number: 001-37384
GALAPAGOS NV
(Translation of registrant's name
into English)
Generaal De Wittelaan L11 A3 2800 Mechelen, Belgium
(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
[ X ] Form 40-F [ ]
The information contained in this Report on Form 6-K, including Exhibit 99.1, except for the quotes by Dr. Paul Stoffels and Thad Huston, included in Exhibit 99.1, is hereby incorporated by reference into the Company's Registration Statements on Form S-8 (File Nos. 333-204567, 333-208697, 333-211834, 333-215783, 333-218160, 333-225263, 333-231765, 333-249416, 333-260500, 333-268756, and 333-275886).
On October 30, 2024, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
(c) Exhibit 99.1. Press release dated October 30, 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.
GALAPAGOS NV | ||
(Registrant) | ||
Date: October 30, 2024 | /s/ Annelies Denecker | |
Annelies Denecker | ||
Company Secretary | ||
EXHIBIT 99.1
Galapagos Reports Third Quarter 2024 Financial Results and Provides Business Update
Webcast presentation on October 31, 2024, at 13:00 CET / 8:00 am ET, www.glpg.com
Mechelen, Belgium; October 30, 2024, 21:01 CET; regulated information – Galapagos NV (Euronext & NASDAQ: GLPG) today announced financial results for the first nine months of 2024 and provided a business update.
“I am proud of our team’s commitment in executing our Forward, Faster strategy,” said Paul Stoffels1, MD, Galapagos’ CEO and Chair of the Board of Directors. “The FDA's clearance of the ATALANTA-1 study of GLPG5101, produced on our decentralized manufacturing platform in patients with relapsed/refractory non-Hodgkin lymphoma, marks a pivotal step towards realizing our vision of transforming patient outcomes through life-changing science and innovation. This is the first-ever FDA clearance for a clinical study in the U.S. with a fresh CAR-T product candidate delivered in a median vein-to-vein time of seven days. We remain focused on advancing our clinical pipeline in 11 indications and our potential best-in-class early-stage programs across multiple modalities and indications.”
“With more than 20 active cell therapy and small molecule programs in oncology and immunology, we are accelerating
our internal pipeline while we continue to assess business development opportunities. We reaffirm our 2024 cash burn guidance in the range
of €370-410 million,” Thad Huston, Galapagos’ CFO and COO, added.
Third quarter and recent business highlights and anticipated milestones
Regulatory and
pipeline:
Operational:
External innovation:
Corporate:
Financial performance
Key figures for the first nine months of 2024 (consolidated)
(€
millions, except basic & diluted earnings per share)
Nine months ended September 30 |
% Change | ||
2024 | 2023 | ||
Supply revenues | 19.1 | - | |
Collaboration revenues | 181.0 | 179.8 | +1% |
Total net revenues | 200.1 | 179.8 | +11% |
Cost of sales | (19.1) | - | |
R&D expenses | (238.2) | (167.2) | +42% |
G&Aii and S&Miii expenses | (93.2) | (87.4) | +7% |
Other operating income | 24.8 | 32.9 | -25% |
Operating loss | (125.6) | (41.9) | |
Fair value adjustments and net exchange differences | 31.8 | 36.3 | -12% |
Net other financial result | 71.7 | 54.0 | +33% |
Income taxes | 1.7 | (12.2) | |
Net profit/loss (-) from continuing operations | (20.4) | 36.2 | |
Net profit from discontinued operations, net of tax | 69.2 | 17.9 | |
Net profit of the period | 48.8 | 54.1 | |
Basic and diluted earnings per share (€) | 0.7 | 0.8 | |
Current financial investments, cash & cash equivalents | 3,338.8 | 3,811.7 |
DETAILS OF THE FINANCIAL RESULTS FOR THE FIRST NINE MONTHS OF 2024
As a consequence of the transfer
of our Jyseleca® business to Alfasigma, the revenues and costs related to Jyseleca® for the first nine months of 2024 are presented
separately from the results of our continuing operations in the line ‘Net profit from discontinued operations, net of tax’
in our consolidated income statement. The comparative first nine months of 2023 have been restated accordingly for the presentation of
the results related to the Jyseleca® business.
Results from our continuing operations
Total operating loss from continuing operations
for the nine months ended September 30, 2024, was €125.6 million, compared to an operating loss of €41.9 million
for the nine months ended September 30, 2023.
Net financial income in the first nine months of 2024 amounted to €103.5 million, compared to net financial income of €90.3 million for the first nine months of 2023.
Net tax income in the first nine months of 2024 amounted to €1.7 million, compared to net tax expenses of €12.2 million for the first nine months of 2023. The net tax expenses in 2023 were primarily due to the re-assessment of net deferred tax liabilities and corporate income tax payables as a result of a one-off intercompany transaction.
Net loss from continuing operations for the first nine months of 2024 was €20.4
million, compared to a net profit from continuing operations of €36.2 million for the first nine months of 2023.
Results
from discontinued operations
(€ millions)
Nine months ended September 30 |
% Change | ||
2024 | 2023 | ||
Product net sales | 11.4 | 82.1 | -86% |
Collaboration revenues | 26.0 | 187.0 | -86% |
Total net revenues | 37.4 | 269.1 | -86% |
Cost of sales | (2.2) | (13.5) | -84% |
R&D expenses | (13.6) | (145.0) | -91% |
G&A and S&M expenses | (10.8) | (94.7) | -89% |
Other operating income | 55.2 | 7.1 | |
Operating profit | 66.0 | 23.0 | |
Net financial result | 3.3 | (3.7) | |
Income taxes | (0.1) | (1.4) | |
Net profit from discontinued operations | 69.2 | 17.9 |
Total operating profit from discontinued operations amounted to €66.0 million in the first nine months of 2024, compared to an operating profit of €23.0 million in the same period last year.
Net profit from discontinued operations related to Jyseleca® amounted to €69.2 million for the first nine months of 2024, compared to a net profit amounting to €17.9 million for the first nine months of 2023.
Cash, cash equivalents and current financial investments totaled €3,338.8 million as of September 30, 2024, as compared to €3,684.5 million as of December 31, 2023. Total net decrease in cash and cash equivalents and current financial investments amounted to €345.7 million during the first nine months of 2024, compared to a net decrease of €282.4 million during the first nine months of 2023. This net decrease was composed of (i) €321.3 million of operational cash burn including €80.4 million cash impact of business development activities, (ii) €36.9 million for the acquisition of financial assets held at fair value through other comprehensive income, (iii) €26.2 million of net cash in related to the sale of the Jyseleca® business to Alfasigma of which €40.0 million has been transferred to an escrow account, offset by (iv) €26.3 million of negative exchange rate differences, positive changes in fair value of current financial investments and variation in accrued interest income.
Financial guidance
As of September 30, 2024, we have €3.3 billion in cash and current financial
investments to continue to fund our proprietary pipeline and pursue select, value-enhancing deals. We reiterate our cash burn guidance,
including business development year-to-date, for the full year 2024, which is expected to be in the range of €370 million to €410
million.
Conference call and webcast presentation
We will host a conference call and webcast presentation
on October 31, 2024, at 13:00 CET / 8:00 am ET. To participate in the conference call, please register in advance using this link. Dial-in
numbers will be provided upon registration. The conference call can be accessed 10 minutes prior to the start of the call by using the
conference access information provided in the email received after registration, or by selecting the “call me” feature.
The live webcast is available on glpg.com or via the following link. The archived webcast will be available for replay shortly after the close of the call on the investor section of the website.
Expected financial calendar 2025
February 12, 2025 | Full year 2024 results | (webcast: February 13, 2025) | ||
March 27, 2025 | Annual report 2024 | |||
April 23, 2025 | First quarter 2025 results | (webcast: April 24, 2025) | ||
April 29, 2025 | Annual Shareholders’ Meeting | |||
July 23, 2025 | Half-year 2025 results | (webcast: July 24, 2025) | ||
October 22, 2025 | Third quarter 2025 results | (webcast: October 23, 2025) |
About Galapagos’ Forward, Faster Strategy
Our
Forward, Faster strategy is focused on accelerating growth and value creation by reimagining how we innovate and operate, driven
by our purpose to transform patient outcomes for more years of life and quality of life across the globe. This strategy focuses on three
pillars:
About Galapagos
We are a biotechnology company with operations in Europe and the U.S. dedicated
to transforming patient outcomes through life-changing science and innovation for more years of life and quality of life. Focusing on
high unmet medical needs, we synergize compelling science, technology, and collaborative approaches to create a deep pipeline of best-in-class
small molecules and cell therapies in oncology and immunology. With capabilities from lab to patient, including a decentralized cell therapy
manufacturing platform, and the financial strength to invest strategically for the near- and long-term, we are committed to challenging
the status quo and delivering results for our patients, employees, and shareholders. Our goal is not just to meet current medical needs
but to anticipate and shape the future of healthcare, ensuring that our innovations reach those who need them most. For additional information,
please visit www.glpg.com or follow us on LinkedIn or X.
For further information, please contact:
Media inquiries: Srikant Ramaswami +1 412 699 0359 Marieke Vermeersch +32 479 490 603 Jennifer Wilson + 44 7539 359 676 media@glpg.com |
Investor inquiries: Sofie Van Gijsel +1 781 296 1143 Sandra Cauwenberghs +32 495 58 46 63 ir@glpg.com |
Forward-looking statements
This press release contains forward-looking statements, all
of which involve certain risks and uncertainties. These statements are often, but are not always, made through the use of words
or phrases such as “believe,” “anticipate,” “plan,” “upcoming,” “future,”
“estimate,” “may,” “will,” “could,” “would,” “potential,” “forward,”
“goal,” “next,” “continue,” “should,” “encouraging,” “aim,” “progress,”
“remain,” “advance,” “ambition,” “outlook,” “further,” as well as similar
expressions. These statements include, but are not limited to, the guidance from management regarding our financial results
(including guidance regarding the expected operational use of cash for the fiscal year 2024), statements regarding our regulatory outlook,
statements regarding the amount and timing of potential future milestones, including potential milestone payments, statements regarding
our R&D plans, strategy and outlook, including progress on our oncology or immunology portfolio, and our CAR-T-portfolio, and
potential changes of such plans, statements regarding our pipeline and complementary technology platforms facilitating future
growth, statements regarding the expected timing, design and readouts of ongoing and planned clinical trials, including but not limited
to (i) GLPG3667 in SLE and DM, (ii) GLPG5101 in R/R NHL, (iii) GLPG5201 in R/R CLL and RT, and (iv) GLPG5301 in R/R MM, statements
regarding the potential attributes and benefits of our product candidates, statements regarding our commercialization efforts for our
product candidates and any of our future approved products, if any, statements about potential future commercial manufacturing
of T-cell therapies, statements related to the IND application for the Phase 1/2 ATALANTA-1 study, statements related to the anticipated
timing for submissions to regulatory agencies, including any INDs or CTAs, statements relating to the development of our distributed manufacturing
capabilities on a global basis, and statements related to our portfolio goals and business plans. Galapagos cautions the reader that
forward-looking statements are based on our management’s current expectations and beliefs and are not guarantees
of future performance. Forward-looking statements may involve known and unknown risks, uncertainties and other factors which might cause our actual
results, financial conditions and liquidity, performance or achievements, or the industry in which we operate, to be materially
different from any historic or future results, financial conditions and liquidity, performance or achievements expressed or implied by
such forward-looking statements. In addition, even if our results, performance, financial condition and liquidity, and the development
of the industry in which it operates are consistent with such forward-looking statements, they may not be predictive of results or developments
in future periods. Such risks include, but are not limited to, the risk that our expectations and management’s guidance regarding
our 2024 operating expenses, cash burn and other financial estimates may be incorrect (including because one or more of our assumptions
underlying our revenue and expense expectations may not be realized), the risk that ongoing and future clinical trials
may not be completed in the currently envisaged timelines or at all, the inherent risks and uncertainties associated with competitive
developments, clinical trials, recruitment of patients, product development activities and regulatory approval requirements (including
the risk that data from our ongoing and planned clinical research programs in DM, SLE, R/R NHL, R/R CLL, RT, R/R MM
and other immunologic and oncologic indications or any other indications or diseases, may not support registration or further development
of our product candidates due to safety or efficacy concerns or other reasons), the risk that we may not be able to realize
the expected benefits from the appointment (by way of co-optation) of the new Director, the risk that the preliminary and topline data
from our studies, including the ATALANTA-1, EUPLAGIA-1 and PAPILIO-1-studies, may not be reflective of the final data, risks related to
our reliance on collaborations with third parties (including, but not limited to, our collaboration partners Gilead, Lonza,
Adaptimmune, BridGene Biosciences and Blood Centers of America), the risk that the transfer of the Jyseleca® business will not have
the currently expected results for our business and results of operations, the risk that our plans with respect to our CAR-T programs
may not be achieved on the currently anticipated timeline or at all, the risk that our estimates of the commercial potential of our
product candidates (if approved) or expectations regarding the costs and revenues associated with any commercialization rights may be
inaccurate, the risk that we will not be able to continue to execute on our currently contemplated business plan and/or
will revise our business plan, and risks related to our strategic transformation, including the risk that we may not achieve
the anticipated benefits of such exercise on the currently envisaged timeline or at all. A further list and description of these
risks, uncertainties and other risks can be found in our filings and reports filed with the Securities and Exchange
Commission (SEC), including in our most recent annual report on Form 20-F filed with the SEC and our subsequent filings and
reports filed with the SEC. Given these risks and uncertainties, the reader is advised not to place any undue reliance on such
forward-looking statements. In addition, even if the result of our operations, financial condition and liquidity, or the industry
in which we operate are consistent with such forward-looking statements, they may not be predictive of results, performance
or achievements in future periods. These forward-looking statements speak only as of the date of publication of this release. We expressly
disclaim any obligation to update any such forward-looking statements in this release to reflect any change in our expectations
or any change in events, conditions or circumstances, unless specifically required by law or regulation.
Addendum
Consolidated statements of income and comprehensive income/loss (-) (unaudited)
Consolidated income statement
Nine months ended September 30 | ||
(thousands of €, except per share data) | 2024 | 2023 |
Supply revenues | 19,124 | - |
Collaboration revenues | 181,030 | 179,784 |
Total net revenues | 200,154 | 179,784 |
Cost of sales | (19,124) | - |
Research and development expenses | (238,270) | (167,211) |
Sales and marketing expenses | (10,177) | (3,884) |
General and administrative expenses | (83,013) | (83,556) |
Other operating income | 24,813 | 32,950 |
Operating loss | (125,617) | (41,916) |
Fair value adjustments and net currency exchange differences | 31,762 | 36,251 |
Other financial income | 72,553 | 55,096 |
Other financial expenses | (814) | (1,056) |
Profit/loss (-) before tax | (22,116) | 48,375 |
Income taxes | 1,710 | (12,158) |
Net profit/loss (-) from continuing operations | (20,406) | 36,217 |
Net profit from discontinued operations, net of tax | 69,181 | 17,921 |
Net profit | 48,775 | 54,138 |
Net profit attributable to: | ||
Owners of the parent | 48,775 | 54,138 |
Basic and diluted earnings per share | 0.74 | 0.82 |
Basic and diluted earnings/loss (-) per share from continuing operations | (0.31) | 0.55 |
Consolidated statement of comprehensive income/loss (–)
Nine months ended September 30 | ||
(thousands of €) | 2024 | 2023 |
Net profit | 48,775 | 54,138 |
Items that will not be reclassified subsequently to profit or loss: | ||
Re-measurement of defined benefit obligation | 74 | - |
Fair value adjustment financial assets held at fair value through other comprehensive income | (1,329) | - |
Items that may be reclassified subsequently to profit or loss: | ||
Translation differences, arisen from translating foreign activities | 338 | 318 |
Realization of translation differences upon sale of foreign operations | 4,095 | - |
Other comprehensive income, net of income tax | 3,178 | 318 |
Total comprehensive income attributable to: | ||
Owners of the parent | 51,953 | 54,456 |
Total comprehensive income attributable to owners of the parent arises from: | ||
Continuing operations | (21,587) | 36,731 |
Discontinued operations | 73,540 | 17,725 |
Total comprehensive income, net of income tax | 51,953 | 54,456 |
Consolidated statement of financial position (unaudited)
(thousands of €) | September 30, 2024 | December 31, 2023 |
Assets | ||
Goodwill | 69,465 | 69,557 |
Intangible assets other than goodwill | 173,431 | 127,906 |
Property, plant and equipment | 132,234 | 126,321 |
Deferred tax assets | 1,153 | 1,126 |
Non-current R&D incentives receivables | 133,401 | 141,252 |
Non-current contingent consideration receivable | 42,726 | - |
Equity investments | 49,125 | 13,575 |
Other non-current assets | 11,239 | 16,069 |
Non-current assets | 612,774 | 495,807 |
Inventories | 65,563 | 73,978 |
Trade and other receivables | 45,426 | 28,449 |
Current R&D incentives receivables | 41,801 | 37,436 |
Current financial investments | 3,283,256 | 3,517,698 |
Cash and cash equivalents | 55,523 | 166,803 |
Escrow account | 40,880 | - |
Other current assets | 26,979 | 15,140 |
Current assets from continuing operations | 3,559,428 | 3,839,504 |
Assets in disposal group classified as held for sale | - | 22,085 |
Total current assets | 3,559,428 | 3,861,589 |
Total assets | 4,172,202 | 4,357,396 |
Equity and liabilities | ||
Share capital | 293,937 | 293,937 |
Share premium account | 2,736,994 | 2,736,994 |
Other reserves | (7,041) | (5,890) |
Translation differences | 3,128 | (1,201) |
Accumulated losses | (164,448) | (228,274) |
Total equity | 2,862,570 | 2,795,566 |
Retirement benefit liabilities | 2,291 | 2,293 |
Deferred tax liabilities | 20,966 | 23,607 |
Non-current lease liabilities | 7,240 | 4,944 |
Other non-current liabilities | 30,904 | 31,570 |
Non-current deferred income | 896,999 | 1,071,193 |
Non-current liabilities | 958,400 | 1,133,607 |
Current lease liabilities | 4,225 | 4,652 |
Trade and other liabilities | 115,858 | 135,201 |
Current tax payable | 216 | 56 |
Current deferred income | 230,933 | 256,270 |
Current liabilities from continuing operations | 351,232 | 396,179 |
Liabilities directly associated with assets in disposal group classified as held for sale | - | 32,044 |
Total current liabilities | 351,232 | 428,223 |
Total liabilities | 1,309,632 | 1,561,830 |
Total equity and liabilities | 4,172,202 | 4,357,396 |
Consolidated cash flow statements (unaudited)
Nine months ended September 30 | ||
(thousands of €) | 2024 | 2023 |
Net profit of the period | 48,775 | 54,138 |
Adjustment for non-cash transactions | 24,291 | 44,344 |
Adjustment for items to disclose separately under operating cash flow | (71,525) | (40,165) |
Adjustment for items to disclose under investing and financing cash flows | (68,206) | (11,809) |
Change in working capital other than deferred income | (50,804) | (50,329) |
Cash used for other liabilities related to the sale of subsidiaries | (3,598) | - |
Decrease in deferred income | (198,927) | (359,259) |
Cash used in operations | (319,994) | (363,081) |
Interest paid | (592) | (3,729) |
Interest received | 60,523 | 35,063 |
Corporate taxes paid | (594) | (7,357) |
Net cash flows used in operating activities | (260,657) | (339,104) |
Purchase of property, plant and equipment | (11,300) | (11,073) |
Purchase of and expenditure in intangible fixed assets | (65,110) | (222) |
Proceeds from disposal of property, plant and equipment | - | 2,304 |
Purchase of current financial investments | (2,021,246) | (2,615,112) |
Investment income received related to current financial investments | 15,511 | 9,857 |
Sale of current financial investments | 2,281,471 | 2,609,023 |
Cash out from sale of subsidiaries, net of cash disposed | (10,209) | - |
Acquisition of financial assets held at fair value through other comprehensive income | (36,880) | - |
Net cash flows generated from/used in (-) investing activities | 152,237 | (5,222) |
Payment of lease liabilities | (3,320) | (5,580) |
Proceeds from capital and share premium increases from exercise of subscription rights | - | 1,770 |
Net cash flows used in financing activities | (3,320) | (3,810) |
Decrease in cash and cash equivalents | (111,740) | (348,136) |
Cash and cash equivalents at beginning of the year | 166,810 | 508,117 |
Decrease in cash and cash equivalents | (111,740) | (348,136) |
Effect of exchange rate differences on cash and cash equivalents | 453 | (607) |
Cash and cash equivalents at end of the period | 55,523 | 159,375 |
Consolidated statements of changes in equity (unaudited)
(thousands of €) | Share capital | Share premium account | Translation differences | Other reserves | Accumulated losses | Total |
On January 1, 2023 | 293,604 | 2,735,557 | (1,593) | (4,853) | (496,689) | 2,526,026 |
Net profit | 54,138 | 54,138 | ||||
Other comprehensive income/loss (-) | 397 | (79) | 318 | |||
Total comprehensive income/loss (-) | 397 | (79) | 54,138 | 54,456 | ||
Share-based compensation | 39,308 | 39,308 | ||||
Exercise of subscription rights | 333 | 1,437 | 1,770 | |||
On September 30, 2023 | 293,937 | 2,736,994 | (1,196) | (4,932) | (403,242) | 2,621,560 |
On January 1, 2024 | 293,937 | 2,736,994 | (1,201) | (5,890) | (228,274) | 2,795,566 |
Net profit | 48,775 | 48,775 | ||||
Other comprehensive income/loss (-) | 4,329 | (1,151) | 3,178 | |||
Total comprehensive income/loss (-) | 4,329 | (1,151) | 48,775 | 51,953 | ||
Share-based compensation | 15,051 | 15,051 | ||||
On September 30, 2024 | 293,937 | 2,736,994 | 3,128 | (7,041) | (164,448) | 2,862,570 |
1 Throughout this press release, ‘Dr. Paul Stoffels’ should be read as ‘Dr. Paul Stoffels, acting via Stoffels IMC BV’.
i The operational cash burn (or operational cash flow if this liquidity measure is positive) is equal to
the increase or decrease in our cash and cash equivalents (excluding the effect of exchange rate differences on cash and cash equivalents),
minus:
· the net proceeds, if any, from share capital and share premium increases included in the net cash flows generated from/used
in (-) financing activities
· the net proceeds or cash used, if any, related to the acquisitions or disposals of businesses;
the acquisition of financial assets held at fair value through other comprehensive income; the movement in restricted cash and movement
in current financial investments, if any, the cash advances and loans given to third parties, if any, included in the net cash flows generated
from/used in (-) investing activities
· the cash used for other liabilities related to the acquisition or disposal of businesses,
if any, included in the net cash flows generated from/used in (-) operating activities.
This alternative liquidity measure is in our
view an important metric for a biotech company in the development stage. The operational cash burn for the first nine months of 2024 amounted
to €321.3 million and can be reconciled to our cash flow statement by considering the decrease in cash and cash equivalents of €111.8
million, adjusted by (i) the net sale of current financial investments amounting to €260.2 million, (ii) the cash-out related to
the sale of subsidiaries of €13.8 million, and (iii) the acquisition of financial assets held at fair value through other comprehensive
income of €36.9 million.
ii General and administrative
iii Sales and marketing