TOCA Tocagen

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Market Cap $0
Shares 1,594,600
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Enterprise Value $25,233,789
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Drug Pipeline

Drug Stage Notes
Toca 511 (Toca 6)
Solid tumors
Phase 1b
Phase 1b
Phase 1b at SITC 2019 noted median overall survival was 9.6 months.
Toca 511 & Toca FC - Toca 5
Recurrent brain cancer
Phase 2/3
Phase 2/3
Phase 2/3 primary and secondary endpoints missed - September 12, 2019.
Toca 511 & Toca FC - (NRG-BN006)
Glioblastoma (GBM)
Phase 2/3
Phase 2/3
Phase 2/3 enrolment to commence late 2019.
Toca 511 & Toca FC
Glioma
Phase 1
Phase 1
Phase 1 updated data at AACR April 3, 2019.

Latest News

  1.  TD One-Click ETF Portfolios provide investors with a low-cost way to invest with ease and leverage TD Asset Management's portfolio management and research expertise

    TORONTO, Aug. 18, 2020 /CNW/ - Today TD Asset Management Inc. (TDAM) announced the addition of three new Exchange-Traded Funds (ETFs) to its expanding solution suite. The TD One-Click ETF Portfolios were built to appeal to investors' varying risk tolerances. They primarily invest in a strategic mix of broad market index TD ETFs and actively managed TD ETFs. They are also backed by the strong track record and expertise of TDAM's Asset Allocation Team.

    "At TDAM, we are always looking for ways to make investing simple and accessible for Canadians," said Michael Craig, Managing Director…

     TD One-Click ETF Portfolios provide investors with a low-cost way to invest with ease and leverage TD Asset Management's portfolio management and research expertise

    TORONTO, Aug. 18, 2020 /CNW/ - Today TD Asset Management Inc. (TDAM) announced the addition of three new Exchange-Traded Funds (ETFs) to its expanding solution suite. The TD One-Click ETF Portfolios were built to appeal to investors' varying risk tolerances. They primarily invest in a strategic mix of broad market index TD ETFs and actively managed TD ETFs. They are also backed by the strong track record and expertise of TDAM's Asset Allocation Team.

    "At TDAM, we are always looking for ways to make investing simple and accessible for Canadians," said Michael Craig, Managing Director & Head of Asset Allocation & Derivatives at TDAM. "Our new TD One-Click ETF Portfolios are a convenient way to diversify your portfolio, even if you only have a small amount of cash to invest," added Craig. "Whether you are looking for growth, income, or both, these innovative solutions can help investors reach their medium to long-term investment goals."

    The TD One-Click ETF Portfolios that begin trading on the Toronto Stock Exchange (TSX) today are:

    TD One-Click Conservative ETF Portfolio (TICKER:TOCC)

    • This ETF strives to earn a moderate level of income and preserve investment capital, with the potential for capital growth. It has a target asset mix of 70% fixed income and 30% equities.

    TD One-Click Moderate ETF Portfolio (TICKER:TOCM)

    • This ETF strives to generate long-term capital growth, while providing the opportunity to earn some income. It has a target asset mix of 60% equities and 40% fixed income.

    TD One-Click Aggressive ETF Portfolio: (NASDAQ:TOCA)

    • This ETF strives to generate long-term capital growth with the added potential for earning a modest level of income. It has a target asset mix of generally be 90% equities and 10% fixed income.

    Additional information about the TD One-Click ETF Portfolios, including the prospectus and ETF Facts, can be found at www.tdassetmanagement.com.

    Commissions, management fees and expenses all may be associated with investments in ETFs. Please read the prospectus and ETF Facts before investing. ETFs are not guaranteed, their values change frequently and past performance may not be repeated. ETF units are bought and sold at market price on a stock exchange and brokerage commissions will reduce returns.

    TD One-Click ETF Portfolios are managed by TD Asset Management Inc., a wholly-owned subsidiary of The Toronto-Dominion Bank.

    About TDAM

    TD Asset Management (TDAM), a member of TD Bank Group, is a North American investment management firm. Operating through TD Asset Management Inc. in Canada and TDAM USA Inc. in the U.S., TDAM brings new thinking to investors' most important challenges. TDAM offers investment solutions to corporations, pension funds, endowments, foundations and individual investors. Additionally, TDAM manages assets on behalf of almost 2 million retail investors and offers a broadly diversified suite of investment solutions including mutual funds, professionally managed portfolios and corporate class funds. Asset management businesses at TD manage $359 billion in assets as at June 30, 2020. Assets under management include TD Asset Management Inc., TDAM USA Inc. and Epoch Investment Partners Inc. (Epoch). All entities are wholly-owned subsidiaries of The Toronto-Dominion Bank.

    SOURCE TD Asset Management Inc.

    Cision View original content: http://www.newswire.ca/en/releases/archive/August2020/18/c8739.html

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  2. SAN DIEGO, May 28, 2020 /PRNewswire/ -- Tocagen Inc. (NASDAQ:TOCA), historically a clinical-stage, cancer-selective gene therapy company, announced today that, due to public health and safety concerns related to the COVID-19 global pandemic, recommendations and orders from federal, state and local authorities, and to support the health and well-being of its stockholders, employees and others, it is changing its special meeting of stockholders related to its previously announced proposed merger with Forte Biosciences, Inc. (the "Special Meeting") to a virtual-only format that will be held via live audio webcast.

    The previously announced date and time of the Special Meeting, Friday, June 12, 2020, at 9:00 a.m. Pacific Time, has not changed. Online…

    SAN DIEGO, May 28, 2020 /PRNewswire/ -- Tocagen Inc. (NASDAQ:TOCA), historically a clinical-stage, cancer-selective gene therapy company, announced today that, due to public health and safety concerns related to the COVID-19 global pandemic, recommendations and orders from federal, state and local authorities, and to support the health and well-being of its stockholders, employees and others, it is changing its special meeting of stockholders related to its previously announced proposed merger with Forte Biosciences, Inc. (the "Special Meeting") to a virtual-only format that will be held via live audio webcast.

    The previously announced date and time of the Special Meeting, Friday, June 12, 2020, at 9:00 a.m. Pacific Time, has not changed. Online access to the Special Meeting will be available and stockholders will not be able to attend the Special Meeting in person.

    Attending the Virtual Meeting as a Stockholder of Record

    Tocagen's stockholders of record as of April 20, 2020 (the "Record Date") can attend the Special Meeting by registering in advance of the registration deadline of June 10, 2020 at 5:00 p.m. Eastern Time at www.proxydocs.com/TOCA, and entering the control number on the proxy card/voting instruction form previously received. Instructions on how to connect to the Special Meeting and participate via the Internet will be provided to you in subsequent email communications.

    Attending the Virtual Meeting as a Beneficial Owner

    Tocagen has been advised by Mediant Communications Inc. that beneficial stockholders as of the Record Date (i.e. shares held in "street name" through an intermediary, such as a bank or broker), who want to be able attend the Special Meeting can attend by using the control number found on the notice and instructions received from their broker or other nominee and by registering in advance of the registration deadline of June 10, 2020 at 5:00 p.m. Eastern Time at www.proxydocs.com/TOCA. Note, however, that you will need a valid proxy from your broker or nominee if you wish to vote at the virtual meeting.

    Asking Questions

    If you are attending the Special Meeting as a stockholder of record or registered beneficial owner, you can submit questions during the meeting by using the "Q&A" function in the meeting portal. Questions can also be submitted in advance of the meeting during the registration process. Questions submitted in advance of and at the meeting will be addressed during the meeting as determined by Tocagen.

    Voting Shares

    Stockholders of record and registered beneficial owners holding a valid proxy from their broker or nominee will be able to vote their shares electronically during the Special Meeting. Instructions on how to vote while participating in the Special Meeting live via the Internet will be provided to you in subsequent email communications after registration, as described above.

    Whether or not stockholders plan to virtually attend the Special Meeting, Tocagen urges them to vote and submit their proxy in advance of the Special Meeting by one of the methods described in the proxy materials for the Special Meeting.

    The proxy card/voting instruction form included with any proxy materials previously distributed will not be updated to reflect the change in location and may continue to be used to vote shares in connection with the Special Meeting.

    List of Stockholders

    A list of stockholders of record will be available during the Special Meeting for inspection by stockholders of record for any purpose germane to the Special Meeting by following the instructions received in the email communications described above.

    About Tocagen

    Historically, Tocagen was a clinical-stage, cancer-selective gene therapy company developing broadly applicable product candidates designed to activate a patient's immune system against their own cancer.  For more information about Tocagen, visit www.tocagen.com.

    Cision View original content:http://www.prnewswire.com/news-releases/tocagen-announces-change-to-virtual-format-for-special-meeting-of-stockholders-301067275.html

    SOURCE Tocagen Inc.

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  3. SAN DIEGO, April 23, 2020 /PRNewswire/ -- Tocagen Inc. (NASDAQ:TOCA), historically a clinical-stage, cancer-selective gene therapy company, today reported financial results for the first quarter ended March 31, 2020.

    On February 19, 2020, Tocagen announced it had entered into a definitive agreement in which a wholly-owned subsidiary of Tocagen will merge, in an all-stock transaction, with Forte Biosciences Inc., a privately held clinical-stage biopharmaceutical company developing a live biotherapeutic for the treatment of inflammatory skin diseases. Upon stockholder approval, the combined company is expected to operate under the name Forte Biosciences Inc. and trade on the Nasdaq Capital Market under the ticker symbol FBRX. The transaction has been unanimously approved by the Board of Directors of both companies and is expected to close in the second quarter of 2020, subject to customary conditions, including approval by Tocagen and Forte stockholders.

    First Quarter 2020 Financial Results

    Research and Development (R&D) Expenses: R&D expenses were $3.1 million for the quarter ended March 31, 2020, compared to $12.4 million for the quarter ended March 31, 2019. The decrease of $9.3 million was primarily due to decreases in clinical trial related costs due to wind down activities and a reduction in our workforce.

    General and Administrative (G&A) Expenses: G&A expenses were $5.6 million for the quarter ended March 31, 2020, compared to $4.4 million for the quarter ended March 31, 2019. The increase of $1.1 million was primarily due to increased personnel costs, including non-cash stock-based compensation and severance costs in connection with wind down activities and a reduction in our workforce.

    Net Loss: Net loss was $10.3 million, or $0.43 per common share (basic and diluted), for the quarter ended March 31, 2020, compared to a net loss of $17.1 million, or $0.74 per common share (basic and diluted), for the quarter ended March 31, 2019. The calculation is based on 23.9 million average common shares outstanding for the first quarter of 2020, compared to 23.0 million average common shares outstanding for the first quarter of 2019.

    Cash Position
    Cash, cash equivalents and marketable securities were $14.2 million at March 31, 2020 compared to $21.8 million at December 31, 2019.

    About Tocagen

    Historically, Tocagen was a clinical-stage, cancer-selective gene therapy company developing broadly applicable product candidates designed to activate a patient's immune system against their own cancer.  For more information about Tocagen, visit www.tocagen.com.

    No Offer or Solicitation
    This press release shall not constitute an offer to sell, or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No public offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

    Additional Information About the Proposed Transaction and Where to Find it
    Tocagen has filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the "SEC"), which contains a proxy statement/prospectus/information statement and other relevant materials, and plans to file with the SEC an amendment to the registration statement as well as other documents regarding the proposed transaction with Forte. The final proxy statement/prospectus/information statement will be sent to the stockholders of Tocagen in connection with Tocagen's special meeting of stockholders to be held to vote on matters relating to the proposed transaction. The proxy statement/prospectus/information statement will contain information about Tocagen, Forte, the proposed transaction, and related matters. STOCKHOLDERS OF TOCAGEN ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS OF TOCAGEN SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. In addition to receiving the proxy statement/prospectus/information statement and proxy card by mail, Tocagen stockholders will also be able to obtain the proxy statement/prospectus/information statement, as well as other filings containing information about Tocagen, without charge, from the SEC's website at www.sec.gov or, without charge, by directing a written request to Tocagen Inc., 4445 Eastgate Mall, Suite 200, San Diego, California 92121, Attention: Investor Relations.

    Participants in the Solicitation
    Tocagen, Forte and their respective executive officers, directors, certain members of management and certain employees may be deemed, under the SEC rules, to be participants in the solicitation of proxies from Tocagen stockholders with respect to the matters relating to the proposed transaction. Information regarding Tocagen's executive officers and directors as well as other persons who may, under the rules of the SEC, be deemed participants in the solicitation of proxies in connection with the proposed transaction, and a description of their direct and indirect interests in the proposed transaction, which may differ from the interests of Tocagen's stockholders generally, will be set forth in the final proxy statement/prospectus/information statement in connection with its stockholder vote on matters relating to the proposed transaction. Tocagen stockholders will be able to obtain this information by reading the proxy statement/prospectus/information statement when it becomes available.

    Cautionary Note Regarding Forward-Looking Statements
    Certain statements contained in this press release regarding matters that are not historical facts are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). These include statements regarding management's intentions, plans, beliefs, expectations or forecasts for the future, and, therefore, stockholders are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. We use words such as "anticipates," "believes," "plans," "expects," "projects," "future," "intends," "may," "will," "should," "could," "estimates," "predicts," "potential," "continue," "guidance," and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA. Such forward-looking statements are based on management expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the forward-looking statements due to a number of factors, including, but not limited to, risks relating to the completion of the proposed transaction with Forte, including the need for Tocagen's and Forte's stockholder approval and the satisfaction of certain closing conditions; the business and prospects of the combined company following the proposed transaction; and the sufficiency of the combined company's cash, cash-equivalents and available-for-sale investments to fund the combined company's operations. Risks and uncertainties that may cause actual results to differ materially from those expressed or implied in any forward-looking statement include, but are not limited to: the closing of the proposed transaction; Forte's plans to develop and commercialize its product candidates; the timing, costs and outcomes of Forte's planned development activities; Forte's plans to research, develop and commercialize its current and future product candidates; Forte's ability to successfully collaborate with existing collaborators or enter into new collaborations, and to fulfill its obligations under any such collaboration agreements; the clinical utility, potential benefits and market acceptance of Forte's product candidates; Forte's commercialization, marketing and manufacturing capabilities and strategy; Forte's ability to identify additional products or product candidates with significant commercial potential; developments and projections relating to Forte's competitors and industry; the impact of government laws and regulations; Forte's ability to protect its intellectual property position; and Forte's estimates regarding future revenue, expenses, capital requirements, and the need for and timing of additional financing following the proposed transaction. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus/information statement that will be included in the final amended registration statement on Form S-4 that will be filed by Tocagen with the SEC in connection with the proposed transaction. Additional risks and uncertainties are identified and discussed in Tocagen's Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on February 27, 2020, and Tocagen's subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed with the SEC, particularly in the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

    Forward-looking statements included in this press release are based on information available to Tocagen as of the date of this press release. Tocagen does not undertake any obligation to update such forward- looking statements to reflect events or circumstances after the date of this press release.

    TOCAGEN INC.

    CONDENSED BALANCE SHEETS

    (in thousands)




    March 31,



    December 31,




    2020



    2019




    (unaudited)






    Cash, cash equivalents and marketable securities


    $

    14,232



    $

    21,821


    Prepaid expenses and other assets



    4,400




    6,339


    Total assets


    $

    18,632



    $

    28,160


    Current liabilities, including notes payable



    12,638




    13,204


    Other long-term liabilities



    3,912




    4,108


    Total stockholders' equity



    2,082




    10,848


    Total liabilities and stockholders' equity


    $

    18,632



    $

    28,160


     

    TOCAGEN INC.

    CONDENSED STATEMENTS OF OPERATIONS

    (in thousands, except share and per share data)




    Three Months Ended




    March 31,




    2020



    2019




    (unaudited)


    License revenue


    $



    $

    9


    Operating expenses:









    Research and development



    3,141




    12,434


    General and administrative



    5,556




    4,446


    Total operating expenses



    8,697




    16,880


    Loss from operations



    (8,697)




    (16,871)


    Other expense, net



    (1,583)




    (213)


    Net loss


    $

    (10,280)



    $

    (17,084)


    Net loss per common share, basic and diluted


    $

    (0.43)



    $

    (0.74)


    Weighted-average number of common shares outstanding, basic and diluted



    23,902,889




    23,040,951


    Investor Contact:
    Mark Foletta
    Chief Financial Officer
    (858)412-8400

    Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/tocagen-reports-first-quarter-2020-financial-results-301046418.html

    SOURCE Tocagen Inc.

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  4. SAN DIEGO, Feb. 27, 2020 /PRNewswire/ -- Tocagen Inc. (NASDAQ:TOCA), a clinical-stage, cancer-selective gene therapy company, today reported financial results and business highlights for the fourth quarter and full year ended December 31, 2019.

    Tocagen Inc. (PRNewsfoto/Tocagen Inc.)

    "Following our extensive review of strategic alternatives, we are excited about the recently announced merger between Tocagen and Forte Biosciences. The proposed merger will create a dermatology company with established clinical proof of concept for their lead asset and an anticipated cash runway to reach a data readout in mid-2021 for its planned randomized Phase 2 trial in patients with atopic dermatitis," said Marty J. Duvall, Chief Executive Officer of Tocagen. "We believe that the proposed merger…

    SAN DIEGO, Feb. 27, 2020 /PRNewswire/ -- Tocagen Inc. (NASDAQ:TOCA), a clinical-stage, cancer-selective gene therapy company, today reported financial results and business highlights for the fourth quarter and full year ended December 31, 2019.

    Tocagen Inc. (PRNewsfoto/Tocagen Inc.)

    "Following our extensive review of strategic alternatives, we are excited about the recently announced merger between Tocagen and Forte Biosciences. The proposed merger will create a dermatology company with established clinical proof of concept for their lead asset and an anticipated cash runway to reach a data readout in mid-2021 for its planned randomized Phase 2 trial in patients with atopic dermatitis," said Marty J. Duvall, Chief Executive Officer of Tocagen. "We believe that the proposed merger with Forte has the potential to deliver immediate and long-term value, and the Forte leadership team has our full support."

    Fourth Quarter 2019 Financial Results

    Research and Development (R&D) Expenses: R&D expenses were $7.6 million for the quarter ended December 31, 2019, compared to $15.6 million for the quarter ended December 31, 2018. The reduction in R&D expenses was primarily driven by a reduction in manufacturing and clinical development costs due to the completion of our Toca 5 trial in September 2019.

    General and Administrative (G&A) Expenses: G&A expenses were $3.1 million for the quarter ended December 31, 2019, compared to $3.5 million for the quarter ended December 31, 2018. The decrease in G&A expenses was primarily due to lower personnel related costs.

    Net Loss: Net loss was $10.6 million, or $0.44 per common share (basic and diluted), for the quarter ended December 31, 2019, compared to a net loss of $19.6 million, or $0.96 per common share (basic and diluted), for the quarter ended December 31, 2018. The 2019 calculation is based on 23.9 million average common shares outstanding for the fourth quarter of 2019, compared to 20.5 million average common shares outstanding for the fourth quarter of 2018.

    2019 Twelve-Month Results

    License Revenue: License revenue was less than $0.1 million for the 12 months ended December 31, 2019, compared to $18.0 million for the 12 months ended December 31, 2018. The 2018 revenue was associated with a $16.0 million upfront payment and a $2.0 million development milestone earned upon completion of enrollment in the Toca 5 clinical study, both recognized under Tocagen's license agreement with ApolloBio.

    R&D Expenses: R&D expenses were $45.3 million for the 12 months ended December 31, 2019, compared to $51.1 million for the 12 months ended December 31, 2018. The decrease in R&D expenses primarily reflects decreased costs in clinical development and manufacturing related to the wind down and suspension of the Company's research and development activities.

    G&A Expenses: G&A expenses were $16.2 million for the 12 months ended December 31, 2019, compared to $12.8 million for the 12 months ended December 31, 2018, with the increase primarily driven by commercial readiness activities incurred in the first half of 2019 in anticipation of a potential commercial launch following the completion of our Phase III clinical trial. In September 2019, upon missing our primary endpoint in our Toca 5 clinical trial, all commercial readiness activities were discontinued.

    Net Loss: Net loss was $63.5 million, or $2.69 per common share (basic and diluted), for the 12 months ended December 31, 2019, compared to a net loss of $49.0 million, or $2.44 per common share (basic and diluted), for the 12 months ended December 31, 2018. The 2019 calculation is based on 23.6 million average common shares outstanding for the 12 months ended December 31, 2019, compared to 20.1 million average common shares outstanding for the prior year.

    Cash Position

    Cash, cash equivalents and marketable securities were $21.8 million at December 31, 2019 compared to $96.1 million at December 31, 2018.

    About Tocagen

    Tocagen is a clinical-stage, cancer-selective gene therapy company focused on developing first-in-class, broadly applicable product candidates designed to activate a patient's immune system against their own cancer. For more information about Tocagen, visit www.tocagen.com.

    Forward-Looking Statements

    Statements contained in this press release regarding matters that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Such statements include, but are not limited to, statements regarding our business plans and objectives, the results and impact of our proposed merger with Forte Biosciences, expectations regarding the timing and success of clinical trials and planned clinical trials following the proposed merger and anticipated cash runway. Risks that contribute to the uncertain nature of the forward-looking statements include: our ability to execute our strategy, risks relating to the completion of the merger, including the need for stockholder approval and the satisfaction of closing conditions, risks related to clinical development and our estimates regarding expenses, future revenue and capital requirements. These and other risks and uncertainties are described more fully under the caption "Risk Factors" and elsewhere in Tocagen's filings and reports with the United States Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. Tocagen undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.  

    TOCAGEN INC.

    CONDENSED BALANCE SHEETS

    (in thousands)




    December 31,



    December 31,




    2019



    2018










    Cash, cash equivalents and marketable securities


    $

    21,821



    $

    96,086


    Prepaid expenses and other assets



    6,339




    6,995


    Total assets


    $

    28,160



    $

    103,081


    Current liabilities, including notes payable



    13,204




    16,534


    Other long-term liabilities



    4,108




    28,402


    Total stockholders' equity



    10,848




    58,145


    Total liabilities and stockholders' equity


    $

    28,160



    $

    103,081


     

    TOCAGEN INC.

    CONDENSED STATEMENTS OF OPERATIONS

    (in thousands, except share and per share data)




    Three Months Ended



    Years Ended




    December 31,



    December 31,




    2019



    2018



    2019



    2018




    (unaudited)





    License revenue


    $

    9



    $

    9



    $

    36



    $

    18,036


    Operating expenses:

















    Research and development



    7,596




    15,619




    45,299




    51,080


    General and administrative



    3,115




    3,498




    16,248




    12,809


    Total operating expenses



    10,711




    19,117




    61,547




    63,889


    Loss from operations



    (10,702)




    (19,108)




    (61,511)




    (45,853)


    Other expense, net



    119




    (495)




    (2,005)




    (3,102)


    Net loss


    $

    (10,583)



    $

    (19,603)



    $

    (63,516)



    $

    (48,955)


    Net loss per common share, basic and diluted


    $

    (0.44)



    $

    (0.96)



    $

    (2.69)



    $

    (2.44)


    Weighted-average number of common shares outstanding, basic and diluted



    23,898,082




    20,453,842




    23,630,422




    20,059,541


     

    Investor Contact:
    Mark Foletta
    Chief Financial officer
    (858) 412-8400

     

    Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/tocagen-reports-fourth-quarter-and-full-year-2019-financial-results-301013019.html

    SOURCE Tocagen Inc.

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  5. SAN DIEGO and TORRANCE, Calif., Feb. 19, 2020 /PRNewswire/ -- Tocagen Inc. (NASDAQ:TOCA), and Forte Biosciences, Inc., a privately held clinical-stage biopharmaceutical company developing a live biotherapeutic for the treatment of inflammatory skin diseases, announced today that they have entered into a definitive agreement under which Tocagen will merge with Forte in an all-stock transaction. The merged company will focus on advancing Forte's clinical program in inflammatory skin diseases, including atopic dermatitis. Upon stockholder approval, the combined company is expected to operate under the name Forte Biosciences and trade on the Nasdaq Capital Market under the ticker symbol FBRX.

    Tocagen

    An investor syndicate that includes Alger


    SAN DIEGO and TORRANCE, Calif., Feb. 19, 2020 /PRNewswire/ -- Tocagen Inc. (NASDAQ:TOCA), and Forte Biosciences, Inc., a privately held clinical-stage biopharmaceutical company developing a live biotherapeutic for the treatment of inflammatory skin diseases, announced today that they have entered into a definitive agreement under which Tocagen will merge with Forte in an all-stock transaction. The merged company will focus on advancing Forte's clinical program in inflammatory skin diseases, including atopic dermatitis. Upon stockholder approval, the combined company is expected to operate under the name Forte Biosciences and trade on the Nasdaq Capital Market under the ticker symbol FBRX.

    Tocagen

    An investor syndicate that includes Alger, BVF Partners LP and OrbiMed have entered into a securities purchase agreement to invest $14 million in the combined company, subject to customary conditions. The financing will help fund the further development of the combined company's clinical programs, including lead asset FB-401, and is expected to close immediately prior to the completion of the merger. The total cash balance of the combined company following the closing of the merger and financing is expected to be approximately $25 million.

    Forte's lead asset, FB-401, is a potentially first-in-class, live biotherapeutic being developed as a topical therapy for the treatment of inflammatory skin diseases, including atopic dermatitis. In a Phase 1/2a trial in adults and pediatrics, FB-401 demonstrated significant efficacy and a favorable safety and tolerability profile. The full trial results will be submitted for publication in a peer-reviewed journal in the first half of 2020. A randomized Phase 2 trial is planned to commence in mid-2020 in adults and pediatrics with atopic dermatitis, providing an expected data readout in mid-2021.

    "We are excited about the opportunities created by this merger, as it positions us to become a global leader in inflammatory skin diseases with the funding needed to advance our pipeline towards regulatory approval and potential commercial launch," said Paul Wagner, president and chief executive officer of Forte. "Our team and advisors are committed to providing new treatment options, particularly for pediatrics with atopic dermatitis, for which few treatment options exist, and we look forward to delivering on this as we advance through development."

    Marty J. Duvall, chief executive officer of Tocagen, remarked, "Following an extensive review of strategic alternatives, we believe that this merger with Forte is in the best interest of Tocagen's stockholders and has the potential to deliver immediate and long-term value to the stockholders. The strength and dedication of the Forte leadership team, combined with their highly differentiated technology platform and enthusiastic support from leading clinicians, provides a compelling foundation for future success for all stakeholders, and they have our full support."

    About the Proposed Transaction
    The merger is structured as a stock-for-stock transaction whereby all of Forte's outstanding shares of common stock and securities exercisable for Forte's common stock will be exchanged for Tocagen common stock and securities exercisable for Tocagen common stock. On a pro forma basis and based upon the number of shares of Tocagen common stock to be issued or issuable in the merger, it is anticipated that Tocagen equityholders immediately prior to the merger will own approximately 25.5% of the combined company and Forte equityholders (inclusive of investors in the financing) immediately prior to the merger will own approximately 74.5% of the combined company on a fully-diluted basis on a treasury stock method basis. The actual allocation will be subject to adjustment based on certain financial metrics, including Tocagen's net cash balance at the time of closing and the amount that the concurrent financing consummated by Forte before the closing of the merger exceeds or is less than $14,000,000. The transaction has been approved by the board of directors of both companies. The merger is expected to close in the second quarter of 2020, subject to the approval of Tocagen stockholders at a special stockholder meeting, the approval of Forte stockholders, satisfaction of a Tocagen minimum cash condition, the closing of the financing as well as other customary conditions.

    Ladenburg Thalmann & Co. Inc. is acting as financial advisor to Tocagen for the transaction and Cooley LLP is serving as legal counsel to Tocagen. Wilson Sonsini Goodrich & Rosati, P.C. is serving as legal counsel to Forte.

    Management and Organization
    The combined company will be led by Paul Wagner, Ph.D., Forte's president and chief executive officer, and will be headquartered in Torrance, California. The board of directors is expected to be composed of eight members, with six members designated by Forte, including current Forte board members Lawrence F. Eichenfield, M.D. and Dr. Wagner, and two members designated by Tocagen.

    Conference Call
    Tocagen and Forte will host a conference call at 8:30 a.m. ET on February 20, 2020, to discuss the proposed transaction. The conference call may be accessed by dialing (866) 220-5828 for U.S. callers and (615) 622-8065 for international callers at least five minutes prior to the start of the call and providing the passcode 6576031. Additionally, the live, listen-only webcast of the conference call can be accessed by visiting the investors section of the Tocagen website at www.Tocagen.com. A replay of the webcast can be accessed at the same location beginning two hours following completion of the call and will be available for seven days.

    About Tocagen Inc.
    Tocagen is a clinical-stage, cancer-selective gene therapy company developing first-in-class, broadly applicable product candidates designed to activate a patient's immune system against their own cancer. For more information about Tocagen, visit www.tocagen.com.

    About Forte Biosciences, Inc.
    Forte Biosciences, Inc. is a clinical stage, dermatology company developing a live biotherapeutic, FB-401, for the treatment of inflammatory skin diseases, particularly for pediatric atopic dermatitis patients for which there is currently a significant unmet need for safe and effective therapies. FB-401 has completed Phase 1/2a testing in adult and pediatric (3 years of age and older) patients with atopic dermatitis. There is a significant unmet need for safe and effective therapies for pediatric atopic dermatitis patients. Forte plans to advance FB-401 into a randomized Phase 2 clinical trial by mid-2020.  

    No Offer or Solicitation:
    This communication will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

    Important Additional Information Will be Filed with the SEC
    In connection with the proposed transactions between Forte and Tocagen, Tocagen will file a registration statement on Form S-4 that will contain a proxy statement and prospectus with the Securities Exchange Commission, or the SEC. This communication is not a substitute for the registration statement or the proxy statement or any other documents that Tocagen may file with the SEC or send to its stockholders in connection with the proposed transactions. BEFORE MAKING ANY VOTING DECISION, TOCAGEN URGES INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TOCAGEN, THE PROPOSED TRANSACTION AND RELATED MATTERS.

    You may obtain free copies of the registration statement, proxy statement and all other documents filed or that will be filed with the SEC regarding the proposed transaction at the website maintained by the SEC at www.sec.gov. Once filed, the Registration Statement will be available free of charge on Tocagen's website at https://tocagen.com, by contacting Tocagen's Investor Contact, Mark Foletta, by phone at (858) 412-8400, or by electronic mail at . Investors and stockholders are urged to read the registration statement, proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.

    Participants in the Solicitation
    Tocagen and Forte, and each of their respective directors and executive officers and certain of their other members of management and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about Tocagen's directors and executive officers is included in Tocagen's Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 27, 2019, and the proxy statement for Tocagen's 2018 annual meeting of stockholders, filed with the SEC on April 19, 2019. Additional information regarding these persons and their interests in the transaction will be included in the proxy statement relating to the transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

    Cautionary Statement Regarding Forward-Looking Statements
    This communication contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to the anticipated consummation of the proposed transactions, and other statements that are not historical facts.  Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as "expect," "intend," "plan," "anticipate," "believe," "will," and similar expressions and their variants.  These forward-looking statements are based upon Tocagen's current expectations. Forward-looking statements involve risks and uncertainties. Tocagen's actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks relating to the completion of the merger, including the need for stockholder approval and the satisfaction of closing conditions; the anticipated financing to be completed immediately prior the closing of the merger; the cash balances of the combined company following the closing of the merger and the financing; the ability of Tocagen to remain listed on The Nasdaq Stock Market, LLC; and expected restructuring-related cash outlays, including the timing and amount of those outlays. Risks and uncertainties related to Forte that may cause actual results to differ materially from those expressed or implied in any forward-looking statement include, but are not limited to: Forte's plans to develop and commercialize its product candidates, including FB-401; the timing of initiation of Forte's planned clinical trials; the timing of the availability of data from Forte's clinical trials; the timing of any planned investigational new drug application or new drug application; Forte's plans to research, develop and commercialize its current and future product candidates; Forte's ability to enter into new collaborations, and to fulfill its obligations under any such collaboration agreements; the clinical utility, potential benefits and market acceptance of Forte's product candidates; Forte's commercialization, marketing and manufacturing capabilities and strategy; Forte's ability to identify additional products or product candidates with significant commercial potential; developments and projections relating to Forte's competitors and its industry; the impact of government laws and regulations; Forte's ability to protect its intellectual property position; and Forte's estimates regarding future revenue, expenses, capital requirements and need for additional financing following the proposed transaction. 

    There can be no assurance that Tocagen will be able to complete the proposed transactions on the anticipated terms, or at all. Additional risks and uncertainties relating to Tocagen and its business can be found under the caption "Risk Factors" and elsewhere in Tocagen's filings and reports with the SEC, including in Tocagen's Quarterly Report on Form 10-Q, filed with the SEC on November 12, 2019. Tocagen expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Tocagen's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

    Forte Biosciences

    Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/tocagen-and-forte-biosciences-announce-merger-301008033.html

    SOURCE Tocagen Inc.; Forte Biosciences, Inc.

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