UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[Mark One]
For the Quarterly Period Ended September 30, 2013
OR
Commission File No. 001-33057
CATALYST PHARMACEUTICAL PARTNERS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
355 Alhambra Circle
Suite 1500
Coral Gables, Florida
Registrant’s telephone number, including area code: (305) 529-2522
Indicate by checkmark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “accelerated filer, large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 54,132,937 shares of common stock, $0.001 par value per share, were outstanding as of November 8, 2013.
INDEX
PART I. FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
Item 1A.
Item 5.
Item 6.
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(a development stage company)
CONDENSED BALANCE SHEETS
Current Assets:
Cash and cash equivalents
Certificates of deposit
Short-term investments
Prepaid expenses
Total current assets
Property and equipment, net
Deposits
Total assets
Current Liabilities:
Accounts payable
Accrued expenses and other liabilities
Total current liabilities
Accrued expenses and other liabilities, non-current
Warrants liability, at fair value
Total liabilities
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized: none issued and outstanding
Common stock, $0.001 par value, 100,000,000 shares authorized; 53,986,937 shares and 41,420,687 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively
Additional paid-in capital
Deficit accumulated during the development stage
Total stockholders’ equity
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these condensed financial statements.
3
CONDENSED STATEMENTS OF OPERATIONS (unaudited)
Cumulative
Period from
January 4,
2002 (date of
inception) to
September 30,
Revenues - government grant
Operating costs and expenses:
Research and development
General and administrative
Total operating costs and expenses
Loss from operations
Interest income
Change in fair value of warrants liability
Loss before income taxes
Provision for income taxes
Net loss
Loss per share – basic and diluted
Weighted average shares outstanding – basic and diluted
4
CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (unaudited)
For the nine months ended September 30, 2013
Balance at December 31, 2012
Issuance of stock options for services
Issuance of common stock, net
Exercise of warrants for common stock
Balance at September 30, 2013
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CONDENSED STATEMENTS OF CASH FLOWS (unaudited)
Operating Activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
Stock-based compensation
(Increase) decrease in:
Prepaid expenses and deposits
Increase (decrease) in:
Net cash used in operating activities
Investing Activities:
Capital expenditures
Purchase of short term investments
Proceeds from (purchase of) certificates of deposit
Net cash used in investing activities
Financing Activities:
Proceeds from issuance of common stock and warrants, net
Proceeds from issuance of preferred stock, net
Proceeds from issuance of convertible promissory note
Proceeds from exercise of warrants
Proceeds from exercise of options
Payment of employee withholding tax related to restricted stock units
Net cash provided by financing activities
Net (decrease) increase in cash
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosures of non-cash investing and financing activity
Non-cash incentive received from lessor
Exercise of liability classified warrants for common stock
Conversion of note for common stock
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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Catalyst Pharmaceutical Partners, Inc. (the Company) is a development-stage specialty pharmaceutical company focused on the development and commercialization of novel prescription drugs targeting rare (orphan) neuromuscular and neurological diseases, including Lambert-Eaton Myasthenic Syndrome (LEMS) and infantile spasms.
The Company has incurred operating losses in each period from inception through September 30, 2013. The Company has been able to fund its cash needs to date through several public and private offerings of its common stock and warrants, through government grants, and through an investment by a strategic purchaser. See Note 9.
Capital Resources
On December 3, 2010, the Company filed a Shelf Registration Statement on Form S-3 (the 2010 Shelf Registration Statement) with the SEC to sell up to $30 million of common stock and common stock purchase warrants. This registration statement (file No. 333-170945) was declared effective by the SEC on December 15, 2010. The Company has conducted four registered direct offerings under the 2010 Shelf Registration Statement. See Note 9.
The number of shares that the Company could sell in the future and the amount of the gross proceeds that the Company could raise (in the aggregate) under the 2010 Shelf Registration Statement was limited to 20% of the number of shares of outstanding common stock and 33% of the Company’s public float, respectively, pursuant to applicable NASDAQ marketplace and SEC rules. As of September 30, 2013, there is no further availability under the 2010 Shelf Registration Statement.
While there can be no assurance, based on currently available information, the Company estimates that it has sufficient working capital to support its operations through the end of 2014. The Company will require additional capital to support the Company’s operations in periods after 2014.
The Company may raise required funds through public or private equity offerings, debt financings, corporate collaborations, governmental research grants or other means. The Company may also seek to raise new capital to fund additional product development efforts, even if it has sufficient funds for its planned operations. Any sale by the Company of additional equity or convertible debt securities could result in dilution to the Company’s current stockholders. There can be no assurance that any such required additional funding will be available to the Company at all or available on terms acceptable to the Company. Further, to the extent that the Company raises additional funds through collaborative arrangements, it may be necessary to relinquish some rights to the Company’s drug candidates or grant sublicenses on terms that are not favorable to the Company. If the Company is not able to secure additional funding when needed, the Company may have to delay, reduce the scope of, or eliminate one or more research and development programs, which could have an adverse effect on the Company’s business.
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In the opinion of management, the accompanying unaudited interim financial statements of the Company contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position of the Company as of the dates and for the periods presented. Accordingly, these statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2012 included in the 2012 Annual Report on Form 10-K filed by the Company with the SEC. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for any future period or for the full 2013 fiscal year.
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Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
Money market funds
Warrants liability
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As of September 30, 2013, there were outstanding stock options to purchase 3,488,906 shares of common stock, of which stock options to purchase 2,805,574 shares of common stock were exercisable as of September 30, 2013.
For the three and nine month periods ended September 30, 2013 and 2012, the Company recorded stock-based compensation expense as follows:
Total stock-based compensation
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Options to purchase common stock
Warrants to purchase common stock
Potential equivalent common stock excluded
Potentially dilutive options to purchase common stock as of September 30, 2013 and 2012 have exercise prices ranging from $0.47 to $6.00 and $0.62 to $6.00, respectively. Potentially dilutive warrants to purchase common stock as of September 30, 2013 and 2012 have exercise prices ranging from $1.04 to $2.08.
2011 Warrants
The Company allocated approximately $1.3 million of proceeds from its October 2011 registered direct offering to the fair value of common stock purchase warrants issued in connection with the offering that are classified as a liability (the 2011 warrants). The 2011 warrants are classified as a liability because of provisions in such warrants that allow for the net cash settlement of such warrants in the event of certain fundamental transactions (as defined in the warrant agreement). The valuation of the 2011 warrants is determined using the Black-Scholes Model. This model uses inputs such as the underlying price of the shares issued when the warrant is exercised, volatility, risk free interest rate and expected life of the instrument. The Company has determined that the 2011 warrants liability should be classified within Level 3 of the fair value hierarchy by evaluating each input for the Black-Scholes Model against the fair value hierarchy criteria and using the lowest level of input as the basis for the fair value classification. There are six inputs: closing price of the Company’s common stock on the day of evaluation; the exercise price of the warrants; the remaining term of the warrants; the volatility of the Company’s common stock; annual rate of dividends; and the risk free rate of return. Of those inputs, the exercise price of the warrants and the remaining term are readily observable in the warrants agreement. The annual rate of dividends is based on the Company’s historical practice of not granting dividends. The closing price of the Company’s common stock would fall under Level 1 of the fair value hierarchy as it is a quoted price in an active market. The risk free rate of return is a Level 2 input, while the historical volatility is a Level 3 input in accordance with the fair value accounting guidance. Since the lowest level input is a Level 3, the Company determined the warrants liability is most appropriately classified within Level 3 of the fair value hierarchy. This liability is subject to fair value mark-to-market adjustment each reporting period.
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The calculated value of the 2011 warrants liability was determined using the Black-Scholes Model with the following assumptions:
Risk free interest rate
Expected term
Expected volatility
Expected dividend yield
Expected forfeiture rate
The following table rolls forward the fair value of the Company’s warrants liability activity for the three and nine month periods ended September 30, 2013 and 2012:
Fair value, beginning of period
Issuance of warrants
Exercise of warrants
Change in fair value
Fair value, end of period
During the three month period ended September 30, 2013, 110,000 of the 2011 warrants were exercised, with proceeds to the company of $143,000. The Company recognizes the change in the fair value of the warrants liability as a non-operating income or loss in the accompanying statements of operations.
Prepaid expenses consist of the following:
Prepaid research fees
Prepaid insurance
Prepaid subscription fees
Prepaid rent
Other
Total prepaid expenses
Property and equipment, net consists of the following:
Computer equipment
Furniture and equipment
Less: Accumulated depreciation
Total property and equipment, net
Depreciation expense was $5,707 and $2,725 and $16,777 and $8,236, respectively, for the three and nine month periods ended September 30, 2013 and 2012.
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Accrued expenses and other liabilities consist of the following:
Accrued pre-clinical and clinical trial expenses
Accrued professional fees
Accrued compensation and benefits
Accrued license fees
Deferred rent
Current accrued expenses and other liabilities
Deferred rent- non-current
Non-current accrued expenses and other liabilities
Total accrued expenses and other liabilities
Brookhaven has formally advised the Company that they believe that the amount potentially due from the Company to Brookhaven for reimbursement of patent related expenses is approximately $1.3 million. The Company has advised Brookhaven that it disputes their determination of patent-related expenses due under the license agreement. There can be no assurance as to the outcome of this matter. In any event, no patent-related expenses are due to Brookhaven under the license agreement until the submission by the Company of an NDA for CPP-109. As the Company has not yet filed an NDA for CPP-109, no amounts relating to this matter are accrued in the accompanying September 30, 2013 and December 31, 2012 condensed balance sheets. See Note 12.
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Under the license agreement with Northwestern, the Company will be responsible for continued research and development of any resulting product candidates. As of September 30, 2013, the Company has paid $246,590 in connection with the license and has accrued license fees of $51,250 in the accompanying September 30, 2013 condensed balance sheet for expenses, maintenance fees and milestones. In addition, the Company is obligated to pay certain milestone payments in future years relating to clinical development activities with respect to CPP-115, and royalties on any products resulting from the license agreement. The next milestone payment of $150,000 is due on the earlier of successful completion of the first Phase 2 clinical trial of CPP-115 or August 27, 2015.
Initially, the $5,000,000 investment from BioMarin was treated as a loan to the Company. However, on December 10, 2012, the loan automatically converted, at a conversion rate of $0.75 per share, into 6,666,667 shares of the Company’s authorized but unissued common stock.
As part of the License Agreement, the Company has taken over a Phase 3 Trial previously being conducted by BioMarin and is obligated to use its diligent efforts to seek to obtain regulatory approval for and to commercialize Firdapse™ in the United States. The Company is obligated to use diligent efforts to complete the double-blind treatment phase of the Phase 3 trial within 24 months of entering into the License Agreement, and BioMarin has the right to terminate the License Agreement if such treatment phase has not been completed in such 24-month period (unless the Company is using diligent effort to pursue the completion of such treatment phase and has spent at least $5 million in connection with the conduct of the Phase 3 Trial during such 24 month period). As of September 30, 2013, the Company had disbursed approximately $3.3 million in connection with expenses related to the Phase 3 trial, and the Company anticipates that the remaining $1.7 million will be expended during 2013.
As part of the License Agreement, the Company has agreed: (i) to pay BioMarin certain royalty payments based on net sales in North America; (ii) to pay to a third-party licensor of the rights sublicensed certain royalty payments based on net sales in North America, and (iii) to pay certain milestone payments that BioMarin is obligated to make (approximately $2.6 million of which will be due upon acceptance by the FDA of a filing of an NDA for Firdapse™ for the treatment of LEMS, and approximately $7.2 million of which will be due on the unconditional approval by the FDA of an NDA for Firdapse™ for the treatment of LEMS). The Company has also agreed to share in the cost of certain post-marketing studies that are being conducted by BioMarin if such studies are required as a condition for approval of the product by the FDA. However, no such payments will be due until an NDA has been filed for Firdapse™.
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The Company is subject to income taxes in the U.S. federal jurisdiction and various states jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company is not subject to U.S. federal, state and local tax examinations by tax authorities for any years before 2010. If the Company were to subsequently record an unrecognized tax benefit, associated penalties and tax related interest expense would be reported as a component of income tax expense.
2010 Shelf Registration Statement
On December 3, 2010, the Company filed a Shelf Registration Statement on Form S-3 (the 2010 Shelf Registration Statement) with the SEC to sell up to $30 million of common stock and common stock purchase warrants. This registration statement (file No. 333-170945) was declared effective by the SEC on December 15, 2010. The Company has to date conducted the following sales under the 2010 Shelf Registration Statement:
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The number of shares that the Company can sell and the amount of the gross proceeds that the Company can raise (in the aggregate) at any one time under its currently outstanding Shelf Registration Statement is limited to 20% of the number of shares of outstanding common stock and 33% of the Company’s public float, respectively, pursuant to applicable NASDAQ marketplace and SEC rules.
2012 Form S-1 Registration Statement
On May 24, 2012, the Company sold 6,000,000 shares of its common stock together with common stock purchase warrants to purchase 6,000,000 shares of the Company’s common stock, at a price of $0.80 per share and corresponding warrant. These securities were issued pursuant to a Form S-1 registration statement that became effective on May 23, 2012 (file no. 333-180167). The Company received gross proceeds of approximately $4.8 million from this offering, before underwriting commission and other expenses totaling approximately $795,000. The May 2012 warrants, which expire five years from this offering, before underwriting commission and other expenses totaling approximately $795,000. The May 2012 warrants, which expire five years from their date of issuance and have an exercise price of $1.04 per share, have been accounted for as equity instruments, since they do not contain features (such as net cash settlement or anti-dilution features) that would preclude the Company from accounting for these warrants as equity.
Warrant Exercises
During the three month period ended September 30, 2013, the Company issued an aggregate of 3,716,250 shares of its authorized but unissued common stock upon the exercise of previously issued common stock purchase warrants, raising gross proceeds of approximately $3.9 million.
Nasdaq Listing
The Company’s common stock currently trades on the Nasdaq Capital Market. On December 24, 2012, the Company received a staff deficiency letter from The Nasdaq Stock Market (Nasdaq) notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. The Nasdaq Listing Rules (the Rules) require listed securities to maintain a minimum bid price of $1.00 per share and, based on the then closing bid prices for the last 30 consecutive business days, the Company no longer met that requirement. Under the Rules, the Company had a grace period of 180 days, or until June 24, 2013, to regain compliance. On June 25, 2013, the Company received a letter from the Listing Qualifications Staff of the Nasdaq indicating that the Company had been granted an additional 180 days (until December 23, 2013) to regain compliance with the minimum bid price requirement. On August 1, 2013, the Company received notice from Nasdaq confirming that as a result of the Company’s common stock closing with a bid price of at least $1.00 for at least ten consecutive trading days, the Company had regained compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market.
Stock Options
During the nine month period ended September 30, 2013, the Company granted five-year options to purchase an aggregate of 115,000 shares of the Company’s common stock to certain employees. No options were granted during the three month period ended September 30, 2013 or the three and nine month periods ended September 30, 2012. The Company recorded stock-based compensation related to stock options totaling $46,665 and $45,585, respectively, during the three month period ended September 30, 2013 and 2012 and $133,305 and $135,765, respectively, during the nine month period ended September 30, 2013 and 2012. No options vested during the three and nine month periods ended September 30, 2013 and 2012.
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During the nine month period ended September 30, 2013, options to purchase 50,000 shares of the Company’s common stock were exercised with proceeds of $23,500. During the nine month period ended September 30, 2012, options to purchase 195,000 shares of the Company’s common stock were exercised on a “cashless” basis, resulting in the issuance of an aggregate of 40,100 shares of the Company’s common stock.
As of September 30, 2013, there was approximately $153,000 of unrecognized compensation expense related to non-vested stock compensation awards granted under the 2006 Stock Incentive Plan. The cost is expected to be recognized over a weighted average period of approximately 1.48 years.
The Company has consulting arrangements with its Chief Medical Officer and with several members of its Scientific Advisory Board. During the three and nine month periods ended September 30, 2013 and 2012, the Company paid approximately $2,500 and $11,000, and $7,500 and $32,000 respectively, in consulting fees to related parties.
In October 2013, a securities class action lawsuit was filed against the Company and certain of its executive officers and directors seeking unspecified damages in the U.S. District Court for the Southern District of Florida. The complaint purports to state a claim for violation of federal securities laws on behalf of a class of those who purchased the Company’s common stock between October 31, 2012 and October 18, 2013. The lawsuit is at a very early stage and the Company intends to vigorously defend this lawsuit. While there can be no assurance, the Company does not expect this lawsuit to have a material adverse effect on the Company.
On November 8, 2013, effective October 1, 2013, the Company terminated its license agreement with Brookhaven. Under the termination agreement, the Company was released from any future obligation to reimburse Brookhaven for Brookhaven’s patent-related expenses. See Note 7.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide an understanding of our financial condition, changes in financial condition and results of operations. The discussion and analysis is organized as follows:
Overview
We are a development-stage specialty pharmaceutical company focused on the development and commercialization of novel prescription drugs targeting rare (orphan) neuromuscular and neurological diseases and disorders. We have three pharmaceutical products in development:
Firdapse™
In October 2012, we licensed the North American rights to Firdapse™, a proprietary form of amifampridine phosphate, or chemically known as 3,4-diaminopyridine phosphate, from BioMarin Pharmaceutical Inc. (BioMarin). As part of our agreements with BioMarin, we have taken over the sponsorship of an ongoing Phase 3 clinical trial evaluating Firdapse™ for the treatment of Lambert-Eaton Myasthenic Syndrome, or LEMS, a rare and sometimes fatal autoimmune disease characterized by muscle weakness. We also hope to evaluate Firdapse™ for the treatment of other neuromuscular orphan indications such as Congenital Myasthenic Syndrome and Myasthenia Gravis. We have recently been granted “breakthrough therapy designation” by the U.S. Food & Drug Administration (FDA) for Firdapse TM for the treatment of LEMS.
Neither the chemical entity 3,4-diaminopyridine (3,4-DAP) nor its phosphate salt has ever been approved by the FDA for any indication. If we are the first pharmaceutical company to obtain approval for 3,4-diaminopyridine or its phosphate salt, we will be eligible to receive five years of marketing exclusivity with respect to the use of this product for any indication. Further, since Firdapse™ for the treatment of LEMS has previously been granted Orphan Drug Designation by the FDA, if we are the first company to obtain approval of 3,4-diaminopyridine or its phosphate salt, it would make us eligible to receive seven-years of marketing exclusivity for this indication.
The Phase 3 trial is designed as a randomized double-blind, placebo-controlled discontinuation study followed by an open-label extension period in approximately 36-patients across 19 sites in the United States and Europe. We also expect to add at least six
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additional sites in the United States (U.S.), Canada, South America and Europe in the near future. Based on currently available information, we expect that we will complete enrollment in our trial around the end of the year and that we will report top-line results from the double-blind portion of this Phase 3 trial during the second quarter of 2014 (and, if the trial results are successful, we expect to submit a new drug application (NDA) to the FDA in the first half of 2015).
Further, an interim safety analysis was recently performed by the independent Data Monitoring Committee that is part of the routine oversight of the Phase 3 trial. Following this meeting, the committee recommended that we continue the trial as planned. This recommendation is based on the committee’s review of unblinded safety and clinical data available from the on-going Phase 3 trial.
Additionally, we also recently commented on the following matters relating to our development of Firdapse™:
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CPP-115
We are in the early stages of developing CPP-115, a GABA aminotransferase inhibitor that, based on our pre-clinical studies to date, we believe is a more potent form of vigabatrin, but may have fewer side effects (e.g., visual field defects, or VFDs) than those associated with vigabatrin. We are hoping to develop CPP-115 for the treatment of epilepsy (initially infantile spasms) and for the treatment of other selected neurological indications. CPP-115 has been granted Orphan Drug Designation by the FDA for the treatment of infantile spasms and Orphan Medicinal Product Designation in the European Union, or E.U., for West’s syndrome (a form of infantile spasms). We plan to begin a multi-dose safety and tolerance study of CPP-115 during the first half of 2014.
CPP-109
For several years, we evaluated CPP-109 (our formulation of vigabatrin, another GABA aminotransferase inhibitor) for the treatment of cocaine addiction. However, CPP-109 recently failed to meet the primary and two key secondary endpoints in a Phase 2(b) trial for cocaine addiction. As a result, we are no longer focusing our efforts on evaluating CPP-109 for addiction. In that regard, on November 8, 2013, effective October 1, 2013, we terminated our license agreement with Brookhaven National Laboratories under which we had previously licensed nine patents relating to the use of vigabatrin as a treatment of a wide variety of substance addictions.
An academic investigator proof-of-concept study evaluating the use of CPP-109 for the treatment of Tourette Syndrome is currently ongoing and, if the results of that study show evidence of reduced number of tics, we will likely seek to develop CPP-109 or CPP-115 (which has the same mechanism of action as CPP-109) for this indication. Based on currently available information, we expect to have top line results for this academic investigator proof-of-concept study during the first half of 2014.
Recently Filed Securities Class Action Lawsuit
In October 2013, a securities class action lawsuit was filed against us and certain of our executive officers and directors seeking unspecified damages in the U.S. District Court for the Southern District of Florida. The complaint purports to state a claim for violation of federal securities laws on behalf of a class of those who purchased our common stock between October 31, 2012 and October 18, 2013. In general, the complaint alleges, among other things, that during the period between October 31, 2012 and October 18, 2013, we made alleged misrepresentations regarding the development of Firdapse™. We believe that this lawsuit, which is at a very early stage, is without merit, and we intend to vigorously defend this lawsuit. While there can be no assurance, we do not expect this lawsuit to have a material adverse effect on us.
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Risks Associated with Product Development
The successful development of our product candidates is highly uncertain. We cannot reasonably estimate or know the nature, timing, or estimated expenses of the efforts necessary to complete the development of, or the period in which material net cash inflows are expected to commence due to the numerous risks and uncertainties associated with developing such products, including the uncertainty of:
For further information regarding the risks associated with our business, see the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
Available Capital Resources
Based on an analysis of our current financial condition and forecasts of available cash, we believe that we have sufficient resources to support our operations through 2014. However, we will require additional funding to support our operations beyond 2014. There can be no assurance that we will obtain required additional funding or ever be able to commercialize any of our product candidates. See “Liquidity and Capital Resources” below.
Basis of presentation
Revenues
We are a development stage company and have had no revenues from product sales to date. We will not have revenues from product sales until such time as we receive approval of our product candidates, successfully commercialize our products or enter into a licensing agreement which may include up-front licensing fees, of which there can be no assurance.
Research and development expenses
Our research and development expenses consist of costs incurred for company-sponsored research and development activities, as well as occasional support for selected investigator-sponsored research. The major components of research and development costs include pre-clinical study costs, clinical manufacturing costs, clinical study and trial expenses, insurance coverage for clinical trials, consulting, scientific advisors and other third-party costs, salaries and employee benefits, stock-based compensation expense, supplies and materials and allocations of various overhead costs related to our product development efforts. To date, all of our research and development resources have been devoted to the development of CPP-109, CPP-115, and Firdapse™, and we expect this to continue for the foreseeable future. Costs incurred in connection with research and development activities are expensed as incurred.
Our cost accruals for clinical studies and trials are based on estimates of the services received and efforts expended pursuant to contracts with numerous clinical study and trial sites and clinical research organizations. In the normal course of business we contract with third parties to perform various clinical study and trial activities in the on-going development of potential products. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Payments under the contracts depend on factors such as the achievement of certain events or milestones, the successful enrollment of subjects, the allocation of responsibilities among the parties to the agreements, and the completion of portions of the clinical study or trial or similar conditions. The objective of our accrual policy is to match the recording of expenses in our financial statements to the actual services received and efforts expended. As such, expense accruals related to pre-clinical and clinical studies or trials are recognized based on our estimate of the degree of completion of the event or events specified in the specific study or trial contract. We monitor service provider activities to the extent possible; however, if we underestimate activity levels associated with various
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studies or trials at a given point in time, we could be required to record significant additional research and development expenses in future periods. Pre-clinical and clinical study and trial activities require significant up front expenditures. We anticipate paying significant portions of a study or trial’s cost before such study or trial begins, and incurring additional expenditures as the study or trial progresses and reaches certain milestones.
Selling and marketing expenses
We do not currently have any selling or marketing expenses, as we have not yet received approval for the commercialization of any of our product candidates. We expect we will begin to incur such costs upon our filing of an NDA, so that we can have a sales force in place to commence our selling efforts immediately upon receiving approval of such NDA, of which there can be no assurance.
General and administrative expenses
General and administrative expenses consist primarily of salaries and personnel expenses for accounting, corporate and administrative functions. Other costs include administrative facility costs, regulatory fees, and professional fees for legal, information technology, accounting and consulting services.
We recognize expense for the fair value of all stock-based awards to employees, directors, scientific advisors and consultants in accordance with U.S. generally accepted accounting principles. For stock options we use the Black-Scholes Model in calculating the fair value of the awards.
Warrants Liability
We issued warrants to purchase shares of our common stock as part of the equity financing that we completed in October 2011. In accordance with U.S. generally accepted accounting principles, we have recorded the fair value of the warrants as a liability in the accompanying balance sheets at September 30, 2013 and December 31, 2012 using a Black-Scholes option-pricing model. We will remeasure the fair value of the warrants liability at each reporting date until the warrants are exercised or have expired. Changes in the fair value of the warrants liability are reported in the statements of operations as income or expense. The fair value of the warrants liability is subject to significant fluctuation based on changes in the inputs to the Black-Scholes option-pricing model, including our common stock price, expected volatility, expected life, the risk-free interest rate and dividend yield. The market price for our common stock has been and may continue to be volatile. Consequently, future fluctuations in the price of our common stock may cause significant increases or decreases in the fair value of the warrants.
Income taxes
We have incurred operating losses since inception. Our net deferred tax asset has a 100% valuation allowance as of September 30, 2013 and December 31, 2012, as we believe it is more likely than not that the deferred tax asset will not be realized. If an ownership change, as defined under Internal Revenue Code Section 382, occurs, the use of any of our carry-forward tax losses may be subject to limitation.
As required by ASC 740, Income Taxes, we recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following the audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.
Recently Issued Accounting Standards
For discussion of recently issued accounting standards, please see Note 2, “Basis of Presentation and Significant Accounting Policies,” in the interim financial statements included in this report.
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements
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requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosures of contingent assets and liabilities. For a full discussion of our accounting policies please refer to Note 2 on the Financial Statements included in our 2012 Annual Report on Form 10-K filed with the SEC. Our most critical accounting policies and estimates include: accounting for development stage, research and development expenses and stock-based compensation, measurement of fair value, fair value of warrants liability, income taxes and reserves. We continually evaluate our judgments, estimates and assumptions. We base our estimates on the terms of underlying agreements, our expected course of development, historical experience and other factors that we believe are reasonable based on the circumstances, the results of which form our management’s basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. There have been no material changes to our critical accounting policies and estimates from the information provided in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2012 Annual Report on Form 10-K.
Results of Operations
Revenues.
We had no revenues for the three and nine month periods ended September 30, 2013 and 2012.
Research and Development Expenses.
Research and development expenses for the three months periods ended September 30, 2013 and 2012 were $2,804,352 and $654,837, respectively, including stock-based compensation expense in each of the three month periods of $23,133 and $18,503, respectively. Research and development expenses for the nine months periods ended September 30, 2013 and 2012 were $6,028,691 and $1,914,905 respectively, including stock-based compensation expense in each of the nine month periods of $63,508 and $55,108, respectively.
Research and development expenses, in the aggregate, represented approximately 86% and 51%, respectively, of total operating costs and expenses for the three month periods ended September 30, 2013 and 2012. Research and development expenses, in the aggregate, represented approximately 79% and 52%, respectively, of total operating costs and expenses for the nine month periods ended September 30, 2013 and 2012. The stock-based compensation is non-cash and relates to the expense of stock options awards to certain employees.
Expenses for research and development for the nine month period ended September 30, 2013 increased compared to amounts expended in the same period in 2012 as we increased our product development activities and clinical trial activities related to the currently ongoing phase 3 trial of Firdapse™ for the treatment of LEMS. Since we licensed Firdapse™ in October 2012, no expenses for the development of this product were included in the comparable 2012 nine month period. Expenses for the comparable period in 2012 included expenses related to the NIDA/VA Phase 2(b) clinical trial evaluating CPP-109 for use in the treatment of cocaine addiction and expenses related to our Phase 1(a) human clinical safety study for CPP-115, which were completed during 2012.
As a result of our ongoing and projected studies and trials required for us to submit an NDA for Firdapse™, we expect that costs related to research and development activities will continue to be substantial during the balance of 2013 and during 2014.
Selling and Marketing Expenses.
We had no selling and marketing expenses during the three and nine month periods ended September 30, 2013 and 2012. We anticipate that we will begin to incur sales and marketing expenses when we file NDA’s for our product candidates, in order to develop a sales organization to market products we may develop upon the receipt of required approvals.
General and Administrative Expenses.
General and administrative expenses for the three months ended September 30, 2013 and 2012 were $441,424 and $628,876, respectively, including stock-based compensation expense in each of the three month periods of $23,532 and $27,082, respectively. General and administrative expenses for the nine months ended September 30, 2013 and 2012 were $1,576,044 and $1,800,882, respectively, including stock-based compensation expense in each of the nine month periods of $69,797 and $80,657, respectively.
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General and administrative expenses represented 14% and 49%, respectively, of total operating costs and expenses for the three month periods ended September 30, 2013 and 2012. General and administrative expenses represented 21% and 48%, respectively, of total operating costs and expenses for the nine month periods ended September 30, 2013 and 2012.
The decrease in general and administrative expenses for the nine months ended September 30, 2013 as compared to those of the same period in 2012, is due primarily to decreases in professional expenses and travel expenses, as well as a reduction in payroll expenses (and related benefits) from period to period.
Stock-Based Compensation.
Total stock-based compensation for the three month periods ended September 30, 2013 and 2012 was $46,665 and $45,585, respectively. Total stock-based compensation for the nine month periods ended September 30, 2013 and 2012 was $133,305 and $135,765, respectively. Stock-based compensation was comparable to those of the same periods in 2012.
Change in fair value of warrants liability.
In connection with our October 2011 equity offering, we issued warrants to purchase an aggregate of 1,523,370 shares of common stock. The fair value of these warrants is recorded in the liability section of the balance sheet and was estimated at $3,544,201 and $498,587 at September 30, 2013 and December 31, 2012, respectively. The fair value of the warrants liability is determined at the end of each reporting period with the resulting gains or losses recorded as the change in fair value of warrants liability in the statements of operations.
For the three and nine months ended September 30, 2013, we recognized losses of $2,676,601 and $3,220,514, respectively, due to the change in the fair value of the warrants liability. The losses during the three and nine months ended September 30, 2013 were principally a result of the increase of our stock price between June 30, 2013 and September 30, 2013 and December 31, 2012 and September 30, 2013, respectively.
For the three and nine months ended September 30, 2012, we recognized losses of $1,340,566 and $289,440, respectively, due to the change in the fair value of the warrants liability. The losses during the three and nine months ended September 30, 2012 were principally a result of the increase of our stock price between June 30, 2012 and September 30, 2012 and December 31, 2011 and September 30, 2012, respectively.
We believe that future changes in the fair value of the warrants liability will be due primarily to future fluctuations in the market price of our common stock.
Interest Income.
We reported interest income in all periods relating to our investment of funds received primarily from offerings of our common stock and warrants. Total interest income for the three month periods ended September 30, 2013 and 2012 was $10,318 and $2,744, respectively. Total interest income for the nine month periods ended September 30, 2013 and 2012 was $25,311 and $5,426, respectively. The increase in interest income in the three and nine month periods ended September 30, 2013 when compared to the same periods in 2012 is due to higher average investment balances in the 2013 periods. Substantially all of our investment funds were invested in short-term interest bearing obligations.
Income taxes.
We have incurred net operating losses since inception. For the three and nine month periods ended September 30, 2013 and 2012, we have applied a 100% valuation allowance against our deferred tax asset as we believe that it is more likely than not that the deferred tax asset will not be realized.
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Liquidity and Capital Resources
Since our inception, we have financed our operations primarily through equity issuances, government grants, and an investment by a strategic purchaser. As of September 30, 2013, there is no further availability under the 2010 Shelf Registration Statement. At September 30, 2013, we had cash and cash equivalents, certificates of deposit and short-term investments aggregating $27.7 million and working capital of $25.6 million. At December 31, 2012, we had cash and cash equivalents, certificates of deposit and short term investments aggregating $15.4 million and working capital of $15.1 million. At September 30, 2013, substantially all of our cash and cash equivalents were deposited with one financial institution, and such balances were in excess of federally insured limits throughout the quarter.
We have to date incurred operating losses, and we expect these losses to increase substantially in the future as we expand our product development programs and prepare for the commercialization of our product candidates. We anticipate using current cash on hand to finance these activities. It will likely take several years to obtain the necessary regulatory approvals to commercialize one or more of our product candidates in the United States.
While there can be no assurance, based on currently available information, we believe that we have the cash resources to support our operations through 2014. If our costs are greater than we expect, our assumptions may not prove to be accurate.
At the present time, we believe that we will require additional funding for future studies or trials and to pay future milestone payments that we may be obligated to make. We will also require additional working capital to support our operations beyond 2014. There can be no assurance as to the amount of any such funding that will be required for these purposes or whether any such funding will be available to us when it is required.
In that regard, our future funding requirements will depend on many factors, including:
We hope to raise additional funds to support our product development activities and working capital requirements through public or private equity offerings, corporate collaborations or other means. We also intend to seek governmental grants for a portion of the required funding for our clinical trials and pre-clinical trials. We may also seek to raise capital to fund additional product development efforts, even if we have sufficient funds for our planned operations. Any sale by us of additional equity or convertible debt securities could result in dilution to our stockholders. There can be no assurance that any such required additional funding will be available to us at all or available on terms acceptable to us. Further, to the extent that we raise additional funds through collaborative arrangements, it may be necessary to relinquish some rights to our drug candidates or grant sublicenses on terms that are not favorable to us. If we are not able to secure additional funding when needed, we may have to delay, reduce the scope of or eliminate one or more research and development programs, which could have an adverse effect on our business.
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Cash Flows
Net cash used in operating activities was $5,745,415 and $3,546,580, respectively, for the nine month periods ended September 30, 2013 and 2012. During the nine months ended September 30, 2013, net cash used in operating activities was primarily attributable to our net loss of $10,799,938, partially offset by increases of $1,255,480 in accrued expenses and other liabilities and $107,678 in accounts payable, a decrease of $320,769 in prepaid expenses and other assets, $3,220,514 of non-cash change in fair value of warrants liability and $150,082 of other non-cash expenses. During the nine months ended September 30, 2012, net cash used in operating activities was primarily attributable to our net loss of $3,999,801 and a decrease of $159,679 in accrued expenses and other liabilities. This was offset in part by $144,001 of non-cash expenses and $289,440 of change in the fair value of warrants liability, a $87,484 decrease in prepaid expenses and deposits and a $91,975 increase in accounts payable. Other non-cash expenses include depreciation and stock-based compensation expense.
Net cash used in investing activities during the nine months period ended September 30, 2013 was $690,251 consisting primarily of purchases of short term investments of $3,173,484 offset by redemptions of investments of $2,492,665, and purchases of furniture and computer equipment of $9,432. Net cash used in investing activities during the nine month period ended September 30, 2012 was $6,882 for the purchase of furniture and equipment.
Cash provided by financing activities during the nine month period ended September 30, 2013 was $17,988,693, consisting of $14,071,694 from the net proceeds from the sale of common stock under the 2010 shelf registration statement, $3,893,499 from proceeds of warrant exercises and $23,500 from proceeds from the exercise of stock options. Cash provided by financing activities during the nine month period ended September 30, 2012 was $9,498,255, consisting of $3,938,303 from net proceeds from the sale of common stock and warrants through a secondary public offering and $5,559,952 from the net proceeds from the sale of common stock and warrants under the 2010 shelf registration statement.
Contractual Obligations
We have entered into the following contractual arrangements:
At September 30, we had paid approximately $3.3 million of this amount and had prepaid research fees of $842,429, accounts payable of approximately $1,395,880 and accrued liabilities of approximately $1,287,384 in the accompanying condensed balance sheet in connection with related agreements. Under our license agreement with BioMarin, we are obligated to spend at least $5 million in connection with the Phase 3 trial of Firdapse™ during the two years following the date of the license agreement (October 26, 2012). We currently expect that we will spend more than $5 million on the Phase 3 trial during 2013.
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Off-Balance Sheet Arrangements
We currently have no debt. Capital lease obligations as of September 30, 2013 and December 31, 2012 were not material. We have an operating lease for our corporate office facility. We do not have any off-balance sheet arrangements as such term is defined in rules promulgated by the SEC.
Caution Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements”, as that term is defined in the Private Securities Litigation Reform Act of 1995. These include statements regarding our expectations, beliefs, plans or objectives for future operations and anticipated results of operations. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, “believes”, “anticipates”, “proposes”, “plans”, “expects”, “intends”, “may”, and other similar expressions are intended to identify forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. The forward-looking statements made in this report are based on current expectations that involve numerous risks and uncertainties.
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Our current plans and objectives are based on assumptions relating to the development of our current product candidates. Although we believe that our assumptions are reasonable, any of our assumptions could prove inaccurate. In light of the significant uncertainties inherent in the forward-looking statements made herein, which reflect our views only as of the date of this report, you should not place undue reliance upon such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K we are not required to provide the information required by this section.
ITEM 4. CONTROLS AND PROCEDURES
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In October 2013, a securities class action lawsuit was filed against the Company and certain of the Company’s executive officers and directors seeking unspecified damages in the U.S. District Court for the Southern District of Florida (Case No. 1:13-cv-23878-UU). The complaint purports to state a claim for alleged violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder based on alleged misrepresentations regarding the development of Firdapse™. The case seeks damages on behalf of a class of those who purchased shares of the Company’s common stock between October 31, 2012 and October 18, 2013. The Company believes this lawsuit, which is at a very early stage, to be without merit, and the Company intends to vigorously defend this lawsuit. While there can be no assurance, the Company does not expect that this lawsuit will have a material adverse effect on the Company.
The Company is not a party to any other legal proceedings.
ITEM 1A. RISK FACTORS
There are many factors that affect our business, our financial condition, and the results of our operations. In addition to the information set forth in this quarterly report, you should carefully read and consider “Item 1A. Risk Factors” in Part I, and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, of our 2012 Annual Report on Form 10–K filed with the SEC, which contain a description of significant factors that might cause our actual results of operations in future periods to differ materially from those currently expected or desired.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
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SIGNATURES
Pursuant to the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
/s/ Alicia Grande
Date: November 13, 2013
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Exhibit Index
Exhibit
Number
Description