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Delaware
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91-1707622
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(State or Other Jurisdiction
of Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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200 Connell Drive
Suite 1500 Berkeley Heights, New Jersey |
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07922
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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The NASDAQ Stock Market LLC
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Preferred Stock, $0.001 par value
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The NASDAQ Stock Market LLC
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☒
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[Do not check if a smaller reporting company]
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Page
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PART I
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| | | | 1 | | | |
| | | | 19 | | | |
| | | | 46 | | | |
| | | | 46 | | | |
| | | | 46 | | | |
| | | | 46 | | | |
PART II
|
| | |||||
| | | | 47 | | | |
| | | | 47 | | | |
| | | | 47 | | | |
| | | | 58 | | | |
| | | | 59 | | | |
| | | | 85 | | | |
| | | | 85 | | | |
| | | | 86 | | | |
PART III
|
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| | | | 87 | | | |
| | | | 87 | | | |
| | | | 87 | | | |
| | | | 87 | | | |
| | | | 87 | | | |
PART IV
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| | | | 88 | | |
Program
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Indication
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Development Status
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Target
|
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Cell Cycle
Mechanism |
|
Oncology | | | | | | ||||||||
Sapacitabine, CYC682 | | |
Elderly AML
|
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Phase 3 registration study
on-going Enrollment completed |
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DNA
polymerase |
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G2 and S phase
|
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Sapacitabine, CYC682 | | |
MDS
|
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Phase 2 randomized trial
on-going |
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DNA
polymerase |
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G2 and S phase
|
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Sapacitabine, CYC682 | | |
NSCLC
|
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Phase 2 trial closed to accrual
|
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DNA
polymerase |
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G2 and S phase
|
|
Sapacitabine, CYC682 | | |
CLL
|
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Phase 2 trial. Investigator-
initiated study |
| |
DNA
polymerase |
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G2 and S phase
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Sapacitabine + Seliciclib
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Cancer
|
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Phase 1 trial on-going
|
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Seliciclib, CYC202, CDK inhibitor | | |
NSCLC
|
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Phase 2b randomized trial.
Trial closed to accrual |
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CDK2, 5, 7, 9
|
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G1/S checkpoint
and others |
|
Seliciclib, CYC202 | | |
NPC
|
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Phase 2 randomized trial.
Trial closed to accrual |
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CDK2, 5, 7, 9
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G1/S checkpoint
and others |
|
CYC065 CDK inhibitor |
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Cancer
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IND-directed development
completed |
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CDK2, 5, 9
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G1/S checkpoint
and others |
|
CYC140 PLK inhibitor |
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Cancer
|
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Preclinical
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PLK1
|
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G2/M checkpoint
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Other therapeutic areas | | | | | | ||||||||
Seliciclib, CYC202 | | |
Autoimmune &
Inflammatory Diseases |
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Phase 2 trial. Investigator-
initiated study |
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CDK
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G1/S checkpoint
and others |
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High
|
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Low
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2014 | | | | ||||||||||
Quarter ended March 31, 2014
|
| | | $ | 4.84 | | | | | $ | 3.19 | | |
Quarter ended June 30, 2014
|
| | | $ | 3.87 | | | | | $ | 2.88 | | |
Quarter ended September 30, 2014
|
| | | $ | 3.58 | | | | | $ | 2.90 | | |
Quarter ended December 31, 2014
|
| | | $ | 3.72 | | | | | $ | 0.61 | | |
2013 | | | | ||||||||||
Quarter ended March 31, 2013
|
| | | $ | 6.26 | | | | | $ | 5.01 | | |
Quarter ended June 30, 2013
|
| | | $ | 5.65 | | | | | $ | 2.78 | | |
Quarter ended September 30, 2013
|
| | | $ | 5.50 | | | | | $ | 2.75 | | |
Quarter ended December 31, 2013
|
| | | $ | 5.25 | | | | | $ | 3.26 | | |
| | |
Years Ended December 31,
|
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Difference
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| | |
2013
|
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2014
|
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$
|
| |
%
|
| ||||||||||||||||
Grant revenue
|
| | | $ | 1,084 | | | | | $ | 1,734 | | | | | | 650 | | | | | | 60 | | | ||||
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Years Ended December 31,
|
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Difference
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| | |
2013
|
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2014
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$
|
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%
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| ||||||||||||||||
Sapacitabine
|
| | | $ | 9,286 | | | | | $ | 14,757 | | | | | | 5,471 | | | | | | 59 | | | ||||
Other costs related to research and development programs and management
|
| | | | 1,991 | | | | | | 3,520 | | | | | | 1,529 | | | | | | 77 | | | ||||
Total research and development
|
| | | $ | 11,277 | | | | | $ | 18,277 | | | | | | 7,000 | | | | | | 62 | | | ||||
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Years Ended December 31,
|
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Difference
|
| ||||||||||||||||||||||
| | |
2013
|
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2014
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$
|
| |
%
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| ||||||||||||||||
General and administrative
|
| | | $ | 7,781 | | | | | $ | 5,894 | | | | | | (1,887) | | | | | | (24) | | | ||||
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Years Ended December 31,
|
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Difference
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| | |
2013
|
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2014
|
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$
|
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%
|
| ||||||||||||||||
Change in valuation of financial instruments associated with stock
purchase agreement |
| | | $ | (98) | | | | | $ | (342) | | | | | | (244) | | | | | | 249 | | | ||||
Change in valuation of Economic Rights
|
| | | | 570 | | | | | | — | | | | | | (570) | | | | | | (100) | | | ||||
Change in valuation of liabilities measured at fair value
|
| | | | — | | | | | | 20 | | | | | | 20 | | | | | | — | | | ||||
Foreign exchange gains (losses)
|
| | | | 62 | | | | | | (10) | | | | | | (72) | | | | | | (116) | | | ||||
Interest income
|
| | | | 13 | | | | | | 6 | | | | | | (7) | | | | | | (54) | | | ||||
Other income, net
|
| | | | 5,547 | | | | | | 114 | | | | | | (5,403) | | | | | | (97) | | | ||||
Total other income (expense), net
|
| | | $ | 6,094 | | | | | $ | (212) | | | | | | (6,306) | | | | | | (103) | | | ||||
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Years Ended December 31,
|
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Difference
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| | |
2013
|
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2014
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$
|
| |
%
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| ||||||||||||||||
Income tax benefit
|
| | | $ | 1,670 | | | | | $ | 3,243 | | | | | | 1,573 | | | | | | 94 | | | ||||
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Years Ended December 31,
|
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Difference
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| | |
2013
|
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2014
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$
|
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%
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| ||||||||||||||||
Income from discontinued operations
|
| | | $ | 91 | | | | | $ | 29 | | | | | | (62) | | | | | | (68) | | | ||||
Income tax on discontinued operations
|
| | | | (34) | | | | | | (10) | | | | | | 24 | | | | | | (71) | | | ||||
Net income from discontinued operations
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| | | $ | 57 | | | | | $ | 19 | | | | | | (38) | | | | | | (67) | | | ||||
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December 31, 2013
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December 31, 2014
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Cash and cash equivalents
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| | | $ | 31,146 | | | | | $ | 24,189 | | | ||
Working capital: | | | | ||||||||||||
Current assets
|
| | | $ | 35,173 | | | | | $ | 29,000 | | | ||
Current liabilities
|
| | | | (7,256) | | | | | | (7,493) | | | ||
Total working capital
|
| | | $ | 27,917 | | | | | $ | 21,507 | | | ||
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Years Ended December 31,
|
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2013
|
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2014
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Net cash used in operating activities
|
| | | $ | (18,199) | | | | | $ | (18,702) | | |
Net cash provided by investing activities
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| | | $ | 5,688 | | | | | $ | 75 | | |
Net cash provided by financing activities
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| | | $ | 27,332 | | | | | $ | 12,200 | | |
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Page
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| | | | 60 | | | |
| | | | 61 | | | |
| | | | 62 | | | |
| | | | 63 | | | |
| | | | 64 | | | |
| | | | 65 | | | |
| | | | 66 | | |
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December 31,
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2013
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2014
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ASSETS | | | | ||||||||||||
Current assets: | | | | ||||||||||||
Cash and cash equivalents
|
| | | $ | 31,146 | | | | | $ | 24,189 | | | ||
Prepaid expenses and other current assets
|
| | | | 3,388 | | | | | | 4,640 | | | ||
Current assets of discontinued operations
|
| | | | 639 | | | | | | 171 | | | ||
Total current assets
|
| | | | 35,173 | | | | | | 29,000 | | | ||
Property, plant and equipment (net)
|
| | | | 275 | | | | | | 387 | | | ||
Long-term assets of discontinued operations
|
| | | | 72 | | | | | | — | | | ||
Total assets
|
| | | $ | 35,520 | | | | | $ | 29,387 | | | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | ||||||||||||
Current liabilities: | | | | ||||||||||||
Accounts payable
|
| | | $ | 2,545 | | | | | $ | 2,792 | | | ||
Accrued and other current liabilities
|
| | | | 4,431 | | | | | | 4,626 | | | ||
Other liabilities measured at fair value
|
| | | | 20 | | | | | | — | | | ||
Current liabilities of discontinued operations
|
| | | | 260 | | | | | | 75 | | | ||
Total current liabilities
|
| | | | 7,256 | | | | | | 7,493 | | | ||
Other liabilities
|
| | | | 241 | | | | | | 206 | | | ||
Total liabilities
|
| | | | 7,497 | | | | | | 7,699 | | | ||
Commitments and contingencies
|
| | | | — | | | | | | — | | | ||
Stockholders’ equity: | | | | ||||||||||||
Preferred stock, $0.001 par value; 5,000,000 shares authorized at December 31,
2013 and 2014; 335,273 shares issued and outstanding at December 31, 2013 and 2014. Aggregate preference in liquidation of $3,989,749 at December 31, 2013 and 2014 |
| | | | — | | | | | | — | | | ||
Common stock, $0.001 par value; 100,000,000 shares authorized at December 31, 2013 and 2014; 19,369,332 and 23,199,469 shares issued and outstanding at December 31, 2013 and 2014, respectively
|
| | | | 19 | | | | | | 23 | | | ||
Additional paid-in capital
|
| | | | 317,543 | | | | | | 330,962 | | | ||
Accumulated other comprehensive income (loss)
|
| | | | (109) | | | | | | (480) | | | ||
Accumulated deficit
|
| | | | (289,430) | | | | | | (308,817) | | | ||
Total stockholders’ equity
|
| | | | 28,023 | | | | | | 21,688 | | | ||
Total liabilities and stockholders’ equity
|
| | | $ | 35,520 | | | | | $ | 29,387 | | | ||
|
| | |
Year Ended
December 31, 2013 |
| |
Year Ended
December 31, 2014 |
| ||||||||
Revenues: | | | | ||||||||||||
Grant revenue
|
| | | $ | 1,084 | | | | | $ | 1,734 | | | ||
Total revenues
|
| | | | 1,084 | | | | | | 1,734 | | | ||
Operating expenses: | | | | ||||||||||||
Research and development
|
| | | | 11,277 | | | | | | 18,277 | | | ||
General and administrative
|
| | | | 7,781 | | | | | | 5,894 | | | ||
Total operating expenses
|
| | | | 19,058 | | | | | | 24,171 | | | ||
Operating loss
|
| | | | (17,974) | | | | | | (22,437) | | | ||
Other income (expense): | | | | ||||||||||||
Change in valuation of financial instruments associated with stock purchase agreement
|
| | | | (98) | | | | | | (342) | | | ||
Change in valuation of Economic Rights
|
| | | | 570 | | | | | | — | | | ||
Change in valuation of liabilities measured at fair value
|
| | | | — | | | | | | 20 | | | ||
Foreign exchange gains
|
| | | | 62 | | | | | | (10) | | | ||
Interest income
|
| | | | 13 | | | | | | 6 | | | ||
Other income, net
|
| | | | 5,547 | | | | | | 114 | | | ||
Total other income (expense), net
|
| | | | 6,094 | | | | | | (212) | | | ||
Loss from continuing operations before taxes
|
| | | | (11,880) | | | | | | (22,649) | | | ||
Income tax benefit
|
| | | | 1,670 | | | | | | 3,243 | | | ||
Net loss from continuing operations
|
| | | | (10,210) | | | | | | (19,406) | | | ||
Discontinued operations: | | | | ||||||||||||
Income from discontinued operations
|
| | | | 91 | | | | | | 29 | | | ||
Income tax on discontinued operations
|
| | | | (34) | | | | | | (10) | | | ||
Net income from discontinued operations
|
| | | | 57 | | | | | | 19 | | | ||
Net loss
|
| | | | (10,153) | | | | | | (19,387) | | | ||
Deemed dividend on convertible exchangeable preferred shares
|
| | | | (9,027) | | | | | | — | | | ||
Dividend on convertible exchangeable preferred shares
|
| | | | (298) | | | | | | (200) | | | ||
Net loss applicable to common shareholders
|
| | | $ | (19,478) | | | | | $ | (19,587) | | | ||
Basic and diluted earnings per common share: | | | | ||||||||||||
Net loss per share, continuing operations – basic and diluted
|
| | | $ | (1.29) | | | | | $ | (0.89) | | | ||
Net income per share, discontinued operations – basic and diluted
|
| | | $ | 0.00 | | | | | $ | 0.00 | | | ||
Net loss per share – basic and diluted
|
| | | $ | (1.28) | | | | | $ | (0.89) | | | ||
Weighted average common shares outstanding
|
| | | | 15,158,225 | | | | | | 21,955,381 | | | ||
|
| | |
Year Ended
December 31, 2013 |
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Year Ended
December 31, 2014 |
| ||||||||
Net loss from continuing operations
|
| | | $ | (10,210) | | | | | $ | (19,406) | | | ||
Net income from discontinued operations, net of tax
|
| | | | 57 | | | | | | 19 | | | ||
Net loss
|
| | | | (10,153) | | | | | | (19,387) | | | ||
Translation adjustment
|
| | | | (2,908) | | | | | | 8,020 | | | ||
Unrealized foreign exchange gain (loss) on intercompany loans
|
| | | | 2,751 | | | | | | (8,391) | | | ||
Comprehensive loss
|
| | | $ | (10,310) | | | | | $ | (19,758) | | | ||
|
| | |
Preferred Stock
|
| |
Common Stock
|
| |
Additional
paid-in capital |
| |
Accumulated
other comprehensive income/(loss) |
| |
Accumulated
Deficit |
| |
Total
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| | |
No.
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Amount
|
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No.
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Amount
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Balance at December 31, 2012
|
| | | | 1,213,142 | | | | | $ | 1 | | | | | | 8,686,484 | | | | | $ | 9 | | | | | $ | 280,211 | | | | | $ | 48 | | | | | $ | (270,250) | | | | | $ | 10,019 | | | ||||||||
Issue of common stock for cash in an
underwritten public offering, net of expenses |
| | | | — | | | | | | — | | | | | | 6,833,334 | | | | | | 6 | | | | | | 19,000 | | | | | | — | | | | | | — | | | | | | 19,006 | | | ||||||||
Issue of common stock on share purchase agreement
|
| | | | — | | | | | | — | | | | | | 2,133,401 | | | | | | 2 | | | | | | 9,124 | | | | | | — | | | | | | — | | | | | | 9,126 | | | ||||||||
Stock issued to employees in lieu of cash bonus
|
| | | | — | | | | | | — | | | | | | 31,642 | | | | | | — | | | | | | 181 | | | | | | — | | | | | | — | | | | | | 181 | | | ||||||||
Preferred stock conversion
|
| | | | (877,869) | | | | | | (1) | | | | | | 1,684,471 | | | | | | 2 | | | | | | 9,026 | | | | | | — | | | | | | (9,027) | | | | | | — | | | ||||||||
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 357 | | | | | | — | | | | | | — | | | | | | 357 | | | ||||||||
Preferred stock dividends
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (356) | | | | | | — | | | | | | — | | | | | | (356) | | | ||||||||
Unrealized foreign exchange on intercompany loans
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,751 | | | | | | — | | | | | | 2,751 | | | ||||||||
Translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,908) | | | | | | — | | | | | | (2,908) | | | ||||||||
Loss for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,153) | | | | | | (10,153) | | | ||||||||
Balance at December 31, 2013
|
| | | | 335,273 | | | | | $ | — | | | | | | 19,369,332 | | | | | $ | 19 | | | | | $ | 317,543 | | | | | $ | (109) | | | | | $ | (289,430) | | | | | $ | 28,023 | | | ||||||||
Issue of common stock for cash on registered direct offering, net of expenses
|
| | | | — | | | | | | — | | | | | | 2,857,143 | | | | | | 3 | | | | | | 9,286 | | | | | | — | | | | | | — | | | | | | 9,289 | | | ||||||||
Issue of common stock on share purchase agreement
|
| | | | — | | | | | | — | | | | | | 950,000 | | | | | | 1 | | | | | | 3,131 | | | | | | — | | | | | | — | | | | | | 3,132 | | | ||||||||
Stock-based awards exercised
|
| | | | — | | | | | | — | | | | | | 22,994 | | | | | | — | | | | | | (21) | | | | | | — | | | | | | — | | | | | | (21) | | | ||||||||
Stock-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,223 | | | | | | — | | | | | | — | | | | | | 1,223 | | | ||||||||
Preferred stock dividends
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (200) | | | | | | — | | | | | | — | | | | | | (200) | | | ||||||||
Unrealized foreign exchange on intercompany loans
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (8,391) | | | | | | — | | | | | | (8,391) | | | ||||||||
Translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,020 | | | | | | — | | | | | | 8,020 | | | ||||||||
Loss for the year
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (19,387) | | | | | | (19,387) | | | ||||||||
Balance at December 31, 2014
|
| | | | 335,273 | | | | | $ | — | | | | | | 23,199,469 | | | | | $ | 23 | | | | | $ | 330,962 | | | | | $ | (480) | | | | | $ | (308,817) | | | | | $ | 21,688 | | | ||||||||
|
| | |
Year Ended
December 31, 2013 |
| |
Year Ended
December 31, 2014 |
| ||||||
Operating activities: | | | | ||||||||||
Net loss
|
| | | $ | (10,153) | | | | | $ | (19,387) | | |
Change in valuation of liabilities at fair value
|
| | | | (1,120) | | | | | | (20) | | |
Change in valuation of financial instruments associated with stock purchase agreement
|
| | | | 98 | | | | | | 342 | | |
Depreciation
|
| | | | 70 | | | | | | 174 | | |
Gain on sale of patents
|
| | | | (5,500) | | | | | | — | | |
Stock-based compensation
|
| | | | 357 | | | | | | 1,223 | | |
Changes in operating assets and liabilities: | | | | ||||||||||
Prepaid expenses and other assets
|
| | | | (1,201) | | | | | | (1,700) | | |
Accounts payable and other current liabilities
|
| | | | (750) | | | | | | 666 | | |
Net cash used in operating activities
|
| | | | (18,199) | | | | | | (18,702) | | |
Investing activities: | | | | ||||||||||
Purchase of property, plant and equipment
|
| | | | (208) | | | | | | (309) | | |
Minimum royalty payments received from termination of ALIGN license agreement
|
| | | | 396 | | | | | | 384 | | |
Proceeds from sale of patents
|
| | | | 5,500 | | | | | | — | | |
Net cash provided by investing activities
|
| | | | 5,688 | | | | | | 75 | | |
Financing activities: | | | | ||||||||||
Proceeds from issuance of common stock and warrants, net of issuance costs
|
| | | | 27,637 | | | | | | 12,421 | | |
Proceeds from the exercise of stock options and warrants, net of issuance costs
|
| | | | — | | | | | | (21) | | |
Payment of preferred stock dividend
|
| | | | (305) | | | | | | (200) | | |
Net cash provided by financing activities
|
| | | | 27,332 | | | | | | 12,200 | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | (87) | | | | | | (530) | | |
Net decrease in cash and cash equivalents
|
| | | | (14,734) | | | | | | (6,957) | | |
Cash and cash equivalents, beginning of period
|
| | | | 16,412 | | | | | | 31,146 | | |
Cash and cash equivalents, end of period
|
| | | $ | 31,146 | | | | | $ | 24,189 | | |
Supplemental cash flow information: | | | | ||||||||||
Cash received during the period for: | | | | ||||||||||
Interest
|
| | | | 12 | | | | | | 6 | | |
Taxes
|
| | | | 970 | | | | | | 1,811 | | |
Schedule of non-cash transactions: | | | | ||||||||||
Issuance of Ordinary shares in lieu of cash bonus
|
| | | | 181 | | | | | | — | | |
| | |
Year Ended
December 31, 2013 |
| |
Year Ended
December 31, 2014 |
| ||||||||
Stock options
|
| | | | 949,685 | | | | | | 1,010,298 | | | ||
Restricted Stock Units
|
| | | | 119,248 | | | | | | 89,016 | | | ||
Convertible preferred stock
|
| | | | 20,381 | | | | | | 20,381 | | | ||
Common stock warrants
|
| | | | 1,591,795 | | | | | | 1,341,129 | | | ||
Total shares excluded from calculation
|
| | | | 2,618,109 | | | | | | 2,460,824 | | | ||
|
| | |
December 31,
|
| |||||||||||
| | |
2013
|
| |
2014
|
| ||||||||
Cash
|
| | | $ | 4,670 | | | | | $ | 5,870 | | | ||
Investments with original maturity of less than three months at the time of purchase
|
| | | | 26,476 | | | | | | 18,319 | | | ||
Total cash and cash equivalents
|
| | | $ | 31,146 | | | | | $ | 24,189 | | | ||
|
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||||||
ASSETS | | | | | | ||||||||||||||||||||||||
Cash equivalents
|
| | | $ | 26,476 | | | | | $ | — | | | | | $ | — | | | | | $ | 26,476 | | | ||||
Financial instrument associated with stock purchase agreement
|
| | | | — | | | | | | 397 | | | | | | — | | | | | | 397 | | | ||||
Total assets
|
| | | $ | 26,476 | | | | | $ | 397 | | | | | $ | — | | | | | $ | 26,873 | | | ||||
LIABILITIES | | | | | | ||||||||||||||||||||||||
Other liabilities measured at fair value: | | | | | | ||||||||||||||||||||||||
Scottish Enterprise agreement
|
| | | | — | | | | | | — | | | | | | 20 | | | | | | 20 | | | ||||
Other liabilities measured at fair value
|
| | | | — | | | | | | — | | | | | | 20 | | | | | | 20 | | | ||||
Total liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | 20 | | | | | $ | 20 | | | ||||
|
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||||||
ASSETS | | | | | | ||||||||||||||||||||||||
Cash equivalents
|
| | | $ | 18,319 | | | | | $ | — | | | | | $ | — | | | | | $ | 18,319 | | | ||||
Financial instrument associated with stock purchase agreement
|
| | | | — | | | | | | 51 | | | | | | — | | | | | | 51 | | | ||||
Total assets
|
| | | $ | 18,319 | | | | | $ | 51 | | | | | $ | — | | | | | $ | 18,370 | | | ||||
|
| | |
Level 3
|
| ||||
Balance as of December 31, 2013
|
| | | | 20 | | | |
Change in valuation of Scottish Enterprise agreement
|
| | | | (20) | | | |
Balance as of December 31, 2014
|
| | | | — | | | |
|
| | |
December 31,
|
| |||||||||||
| | |
2013
|
| |
2014
|
| ||||||||
Research and development tax credit receivable
|
| | | $ | 1,744 | | | | | $ | 3,017 | | | ||
Prepayments
|
| | | | 427 | | | | | | 902 | | | ||
Grant receivable
|
| | | | 357 | | | | | | 134 | | | ||
Sales tax receivable
|
| | | | 209 | | | | | | 309 | | | ||
Deposits
|
| | | | 132 | | | | | | 132 | | | ||
Other current assets
|
| | | | 519 | | | | | | 146 | | | ||
| | | | $ | 3,388 | | | | | $ | 4,640 | | | ||
|
| | |
Useful lives in years from
date of acquisition |
| |
December 31,
|
| |||||||||||
| | |
2013
|
| |
2014
|
| |||||||||||
Leasehold improvements
|
| |
5 to 15 years
|
| | | $ | 922 | | | | | $ | 914 | | | ||
Research and laboratory equipment
|
| |
3 to 5 years
|
| | | | 5,668 | | | | | | 5,881 | | | ||
Office equipment and furniture
|
| |
3 to 5 years
|
| | | | 1,338 | | | | | | 1,302 | | | ||
| | | | | | | | 7,928 | | | | | | 8,097 | | | ||
Less: accumulated depreciation and amortization
|
| | | | | | | (7,653) | | | | | | (7,710) | | | ||
| | | | | | | $ | 275 | | | | | $ | 387 | | | ||
|
| | |
December 31,
|
| |||||||||||
| | |
2013
|
| |
2014
|
| ||||||||
Accrued research and development
|
| | | $ | 3,421 | | | | | $ | 4,161 | | | ||
Accrued legal and professional fees
|
| | | | 265 | | | | | | 303 | | | ||
Other current liabilities
|
| | | | 745 | | | | | | 162 | | | ||
| | | | $ | 4,431 | | | | | $ | 4,626 | | | ||
|
| | |
Operating
Lease Obligations |
| ||||
2015
|
| | | $ | 560 | | | |
2016
|
| | | | 560 | | | |
2017
|
| | | | 432 | | | |
2018
|
| | | | 405 | | | |
2019
|
| | | | 397 | | | |
Thereafter
|
| | | | 2,304 | | | |
Total
|
| | | $ | 4,658 | | | |
|
| | |
Year Ended
December 31, 2013 |
| ||||
Preferred shares exchanged
|
| | | | 877,869 | | | |
Shares of common stock issued: | | | ||||||
At stated convertible option
|
| | | | 53,366 | | | |
Incremental shares issued under the exchange transaction
|
| | | | 1,631,105 | | | |
Total shares of common stock issued
|
| | | | 1,684,471 | | | |
|
Issued in Connection With
|
| |
Expiration
Date |
| |
Common
Shares Issuable |
| |
Weighted
Average Exercise Price |
| ||||||||||||
January 2010 stock issuance
|
| | | | 2015 | | | | | | 101,785 | | | | | $ | 22.82 | | | |||
January 2010 stock issuance
|
| | | | 2015 | | | | | | 100,714 | | | | | $ | 19.95 | | | |||
October 2010 stock issuance
|
| | | | 2015 | | | | | | 594,513 | | | | | $ | 13.44 | | | |||
July 2011 stock issuance
|
| | | | 2016 | | | | | | 544,117 | | | | | $ | 9.52 | | | |||
Total
|
| | | | | | | | | | 1,341,129 | | | | | $ | 13.05 | | | |||
|
| | |
Year Ended
December 31, 2013 |
| |
Year Ended
December 31, 2014 |
| ||||||||
Research and development
|
| | | $ | 75 | | | | | $ | 392 | | | ||
General and administrative
|
| | | | 282 | | | | | | 831 | | | ||
Stock-based compensation costs before income taxes
|
| | | $ | 357 | | | | | $ | 1,223 | | | ||
|
| | |
Number of
Options Outstanding |
| |
Weighted
Average Exercise Price Per Share |
| |
Weighted
Average Remaining Contractual Term (Years) |
| |
Aggregate
Intrinsic Value ($000s) |
| ||||||||||||||||
Options outstanding at December 31, 2012
|
| | | | 463,023 | | | | | $ | 26.61 | | | | | | 5.58 | | | | | $ | 347 | | | ||||
Granted
|
| | | | 494,663 | | | | | $ | 4.22 | | | | | ||||||||||||||
Exercised
|
| | | | — | | | | | | |||||||||||||||||||
Cancelled/forfeited
|
| | | | (8,001) | | | | | $ | 18.55 | | | | | ||||||||||||||
Options outstanding at December 31, 2013
|
| | | | 949,685 | | | | | $ | 15.02 | | | | | | 7.38 | | | | | $ | 152 | | | ||||
Granted
|
| | | | 63,000 | | | | | $ | 3.11 | | | | | ||||||||||||||
Exercised
|
| | | | — | | | | | | |||||||||||||||||||
Cancelled/forfeited
|
| | | | (2,387) | | | | | $ | 31.08 | | | | | ||||||||||||||
Options outstanding at December 31, 2014
|
| | | | 1,010,298 | | | | | $ | 14.24 | | | | | | 6.58 | | | | | $ | — | | | ||||
Unvested at December 31, 2014
|
| | | | 402,900 | | | | | $ | 4.07 | | | | | | 8.95 | | | | | $ | — | | | ||||
Vested and exercisable at December 31, 2014
|
| | | | 607,395 | | | | | $ | 20.99 | | | | | | 5.00 | | | | | $ | — | | | ||||
|
| | |
Year ended
December 31, 2013 |
| |
Year ended
December 31, 2014 |
| ||||||
Expected term (years)
|
| |
5 − 6
|
| |
6
|
| ||||||
Risk free interest rate
|
| |
0.84% − 1.865%
|
| |
1.835% − 2.005%
|
| ||||||
Volatility
|
| |
97 − 108%
|
| |
101%
|
| ||||||
Expected dividend yield over expected term
|
| | | | 0.00% | | | |
0.00%
|
| |||
Resulting weighted average grant date fair value
|
| |
$3.25
|
| | | $ | 2.48 | | |
| | |
Restricted Stock
Units |
| |
Weighted Average
Grant Date Value Per Share |
| ||||||||
Non-vested at December 31, 2012
|
| | | | 39,377 | | | | | $ | 5.34 | | | ||
Granted
|
| | | | 85,097 | | | | | $ | 5.71 | | | ||
Forfeited
|
| | | | (5,226) | | | | | $ | 5.00 | | | ||
Non-vested at December 31, 2013
|
| | | | 119,248 | | | | | $ | 5.62 | | | ||
Granted
|
| | | | — | | | | | $ | — | | | ||
Vested
|
| | | | (29,999) | | | | | $ | 5.81 | | | ||
Forfeited
|
| | | | (233) | | | | | $ | 5.39 | | | ||
Non-vested at December 31, 2014
|
| | | | 89,016 | | | | | $ | 5.56 | | | ||
|
| | |
Year ended
December 31, 2013 |
| |
Year ended
December 31, 2014 |
| ||||||||
Interest income
|
| | | $ | 91 | | | | | $ | 29 | | | ||
Income tax on discontinued operations
|
| | | | (34) | | | | | | (10) | | | ||
Net income from discontinued operations, net of tax
|
| | | $ | 57 | | | | | $ | 19 | | | ||
|
| | |
December 31,
2013 |
| |
December 31,
2014 |
| ||||||||
Current assets of discontinued operations: | | | | ||||||||||||
Short term portion of minimum royalty arrangement receivable, net
|
| | | $ | 379 | | | | | $ | 96 | | | ||
Returns indemnification receivable
|
| | | | 260 | | | | | | 75 | | | ||
Total current assets of discontinued operations
|
| | | | 639 | | | | | | 171 | | | ||
Long-term assets of discontinued operations: | | | | ||||||||||||
Long-term portion of minimum royalty arrangement receivable, net
|
| | | | 72 | | | | | | — | | | ||
Total assets of discontinued operations
|
| | | $ | 711 | | | | | $ | 171 | | | ||
| | | | ||||||||||||
Current liabilities of discontinued operations: | | | | ||||||||||||
Returns provision
|
| | | $ | 260 | | | | | $ | 75 | | | ||
Total current liabilities of discontinued operations
|
| | | $ | 260 | | | | | $ | 75 | | | ||
|
| | |
Year Ended
December 31, 2013 |
| |
Year Ended
December 31, 2014 |
| ||||||||
Domestic
|
| | | $ | 1,132 | | | | | $ | (2,898) | | | ||
Foreign
|
| | | | (13,012) | | | | | | (19,751) | | | ||
Loss from continuing operations before taxes
|
| | | $ | (11,880) | | | | | $ | (22,649) | | | ||
|
| | |
Year Ended
December 31, 2013 |
| |
Year Ended
December 31, 2014 |
| ||||||||
Current – domestic
|
| | | $ | (25) | | | | | $ | 34 | | | ||
Current – foreign
|
| | | | 1,695 | | | | | | 3,209 | | | ||
Current – total
|
| | | | 1,670 | | | | | | 3,243 | | | ||
Deferred – domestic
|
| | | | — | | | | | | — | | | ||
Income tax benefit
|
| | | $ | 1,670 | | | | | $ | 3,243 | | | ||
|
| | |
Year Ended
December 31, 2013 |
| |
Year Ended
December 31, 2014 |
| ||||||||
Loss from continuing operations before taxes
|
| | | $ | (11,880) | | | | | $ | (22,649) | | | ||
Income tax expense computed at statutory federal tax rate
|
| | | | (4,039) | | | | | | (7,701) | | | ||
Disallowed expenses and non-taxable income
|
| | | | 62 | | | | | | 406 | | | ||
Loss surrendered to generate R&D credit
|
| | | | 4,833 | | | | | | 7,294 | | | ||
Additional research and development tax relief
|
| | | | (4,418) | | | | | | (7,262) | | | ||
Change in valuation allowance
|
| | | | 6,302 | | | | | | (4,963) | | | ||
Research and development credit – prior years
|
| | | | (4,530) | | | | | | — | | | ||
Foreign items, including change in tax rates, and other
|
| | | | 120 | | | | | | 3,555 | | | ||
Other foreign items
|
| | | | — | | | | | | 5,428 | | | ||
| | | | $ | (1,670) | | | | | $ | (3,243) | | | ||
|
| | |
December 31,
|
| |||||||||||
| | |
2013
|
| |
2014
|
| ||||||||
Net operating loss carryforwards
|
| | | $ | 46,144 | | | | | $ | 45,060 | | | ||
Depreciation, amortization and impairment of property and equipment
|
| | | | 67 | | | | | | 81 | | | ||
Stock options
|
| | | | 1,651 | | | | | | 1,815 | | | ||
Accrued expenses
|
| | | | 3,373 | | | | | | 179 | | | ||
Research and development credits
|
| | | | 4,530 | | | | | | 4,332 | | | ||
Other
|
| | | | 82 | | | | | | 78 | | | ||
Translation adjustment
|
| | | | 660 | | | | | | — | | | ||
Deferred tax assets
|
| | | | 56,507 | | | | | | 51,545 | | | ||
Valuation allowance for deferred tax assets
|
| | | | (56,507) | | | | | | (51,545) | | | ||
Net deferred taxes
|
| | | $ | — | | | | | $ | — | | | ||
|
| | |
Year Ended
December 31, 2013 |
| |
Year Ended
December 31, 2014 |
| ||||||||
Revenue | | | | ||||||||||||
United Kingdom
|
| | | $ | 1,084 | | | | | $ | 1,734 | | | ||
Total Revenue
|
| | | | 1,084 | | | | | | 1,734 | | | ||
Net loss | | | | ||||||||||||
United States:
|
| | | ||||||||||||
Continuing operations
|
| | | | 1,114 | | | | | | (3,844) | | | ||
Discontinued operations
|
| | | | 57 | | | | | | 19 | | | ||
Total United States
|
| | | | 1,171 | | | | | | (3,825) | | | ||
United Kingdom
|
| | | | (11,324) | | | | | | (17,296) | | | ||
Total Net Loss
|
| | | $ | (10,153) | | | | | $ | 19,387) | | | ||
|
| | |
December 31,
|
| |||||||||||
| | |
2013
|
| |
2014
|
| ||||||||
Total Assets | | | | ||||||||||||
United States:
|
| | | ||||||||||||
Continuing operations
|
| | | $ | 27,837 | | | | | $ | 18,923 | | | ||
Discontinued operations
|
| | | | 711 | | | | | | 171 | | | ||
Total United States
|
| | | | 28,548 | | | | | | 19,094 | | | ||
United Kingdom
|
| | | | 6,972 | | | | | | 10,293 | | | ||
Total Assets
|
| | | | 35,520 | | | | | | 29,387 | | | ||
Long Lived Assets, net | | | | ||||||||||||
United States:
|
| | | ||||||||||||
Continuing operations
|
| | | | 5 | | | | | | 6 | | | ||
Discontinued operations
|
| | | | — | | | | | | — | | | ||
Total United States
|
| | | | 5 | | | | | | 6 | | | ||
United Kingdom
|
| | | | 270 | | | | | | 381 | | | ||
Total Long Lived Assets, net
|
| | | $ | 275 | | | | | $ | 387 | | | ||
|
EXHIBIT NUMBER |
| |
DESCRIPTION
|
|
1.1 | | | Placement Agent Agreement, dated July 23, 2009, by and between the Company and Lazard Capital Markets LLC (previously filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and incorporated herein by reference). | |
1.2 | | | Placement Agent Agreement, dated January 11, 2010, by and between the Company and ROTH Capital Partners, LLC (previously filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 11, 2010, and incorporated herein by reference). | |
1.3 | | | Placement Agent Agreement, dated January 21, 2010, by and between the Company and ROTH Capital Partners, LLC (previously filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 21, 2010, and incorporated herein by reference). | |
1.4 | | | Underwriting Agreement, dated as of June 30, 2011, by and among the Company, Leerink Swan LLC and Lazard Capital Markets LLC (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 1, 2011, and incorporated herein by this reference). | |
1.5 | | | Underwriting Agreement, dated May 16, 2013, by and between the Company and JMP Securities LLC (previously filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on May 16, 2013, and incorporated herein by reference). | |
1.6 | | | Engagement Letter, dated March 3, 2015, by and between Cyclacel Pharmaceuticals, Inc. and H.C. Wainwright & Co., LLC (previously filed Exhibit 1.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on March 4, 2015, and incorporated herein by reference). | |
3.1 | | | Amended and Restated Certificate of Incorporation of Cyclacel Pharmaceuticals, Inc. (previously filed as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K, originally filed with the SEC on April 1, 2103, and incorporated herein by reference). | |
3.2 | | | Amended and Restated Bylaws of Cyclacel Pharmaceuticals, Inc. (Previously filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K, File No. 000-50626, originally filed with the SEC on March 31, 2011 and incorporated herein by reference). | |
3.3 | | | Preferred Stock Certificate of Designations (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on November 5, 2004, and incorporated herein by reference). | |
4.1 | | | Specimen of Common Stock Certificate (previously filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1, File No. 333-109653, originally filed with the SEC on October 10, 2003, as subsequently amended, and incorporated herein by reference). | |
EXHIBIT NUMBER |
| |
DESCRIPTION
|
|
4.2 | | | Specimen of Preferred Stock Certificate of Designation (previously filed as Exhibit 3.2 to Registrant’s Registration Statement on Form S-1, File No. 333-119585, originally filed with the SEC on October 7, 2004, as subsequently amended, and incorporated herein by reference). | |
4.3 | | | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.1 the Registrant’s Current Report on Form 8-K, originally filed with the SEC on October 5, 2010, and incorporated herein by reference). | |
4.4 | | | Form of Series I Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and incorporated herein by reference). | |
4.5 | | | Form of Series II Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and incorporated herein by reference). | |
4.6 | | | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 11, 2010, and incorporated herein by reference). | |
4.7 | | | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 21, 2010, and incorporated herein by reference). | |
4.8 | | | Form of Warrant to purchase shares of Cyclacel Pharmaceuticals, Inc. Common Stock (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 1, 2011, and incorporated herein by reference). | |
4.9 | | | Registration Rights Agreement, dated as of December 14, 2012, by and between the Company and Aspire Capital Fund, LLC (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on December 17, 2012, and incorporated herein by reference). | |
4.10 | | | Registration Rights Agreement, dated November 14, 2013, by and between the Company and Aspire Capital Fund, LLC (previously filed as Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q, originally filed with the SEC on November 14, 2013, and incorporated herein by reference). | |
10.1 | | | Stock Purchase Agreement, dated December 15, 2005, between Xcyte Therapies, Inc., and Cyclacel Group plc (previously filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on December 20, 2005, and incorporated herein by reference). | |
10.2 | | | Amendment No. 1 to the Stock Purchase Agreement, dated January 13, 2006, between Xcyte Therapies Inc., and Cyclacel Group plc (previously filed as exhibit 2.1 to the Registrant’s current report on Form 8-K filed with the Commission on January 19, 2006, and incorporated herein by reference). | |
10.3† | | | Amended and Restated Equity Incentive Plan (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on May 24, 2012, and incorporated herein by reference). | |
10.4† | | | Employment Agreement by and between Cyclacel Pharmaceuticals, Inc. and Spiro Rombotis, dated as of January 1, 2014 (previously filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K, originally filed with the SEC on March 24, 2014, and incorporated by reference). | |
10.5† | | | Employment Agreement by and between Cyclacel Pharmaceuticals, Inc. and Paul McBarron, dated as of January 1, 2014 (previously filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K, originally filed with the SEC on March 24, 2014, and incorporated by reference). | |
EXHIBIT NUMBER |
| |
DESCRIPTION
|
|
10.6† | | | Form of Change in Control Agreement by and between Cyclacel Pharmaceuticals, Inc. and Dr. Judy Chiao, dated as of December 10, 2010 (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on December 14, 2010, and incorporated herein by reference). | |
10.7 | | | Form of Subscription Agreement between the Company and certain investors (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on July 24, 2009, and incorporated herein by reference). | |
10.8 | | | Form of Subscription Agreement between the Company and certain investors (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 11, 2010, and incorporated herein by reference). | |
10.9 | | | Form of Subscription Agreement between the Company and certain investors (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on January 21, 2010, and incorporated herein by reference). | |
10.10 | | | Purchase Agreement, dated as of October 4, 2010, by and between Cyclacel Pharmaceuticals, Inc. and each Investor named therein (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on October 5, 2010, and incorporated herein by reference). | |
10.11 | | | Form of Registration Rights Agreement by and among the Company and the Investors named therein (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on October 5, 2010, and incorporated herein by reference). | |
10.12 | | | Agreement between the Company and Scottish Enterprise dated March 27, 2006 (previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2009, originally filed with the SEC on August 13, 2009, and incorporated herein by reference). | |
10.13 | | | Addendum to Agreement between the Company and Scottish Enterprise dated June 22, 2009 (previously filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2009, originally filed with the SEC on August 13, 2009, and incorporated herein by reference). | |
10.14# | | | License Agreement by and between Sankyo Co., Ltd. and Cyclacel Limited, dated September 10, 2003, and letter amendments dated April 1, 2004 and April 28, 2004 (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2011, originally filed with the SEC on August 12, 2011, and incorporated herein by reference). | |
10.15# | | | Amendment No. 4 to License Agreement between Daiichi Sankyo Company, Limited and Cyclacel Limited, dated July 11, 2011(previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, for the quarterly period ended June 30, 2011, originally filed with the SEC on August 12, 2011, and incorporated herein by reference). | |
10.16# | | | Purchase Agreement, dated as of March 22, 2012, by and among the Company and the investors signatory thereto (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, for the quarterly period ended March 31, 2012, originally filed with the SEC on May 15, 2012, and incorporated herein by reference). | |
10.17 | | | Securities Exchange Agreement, dated December 31, 2012, by and between the Company and Tang Capital Partners, LP. (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, originally filed with the SEC on May 13, 2013, and incorporated herein by reference). | |
10.18 | | | Securities Exchange Agreement, dated March 27, 2013, by and between the Company and Tang Capital Partners, LP. (previously filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, originally filed with the SEC on May 13, 2013, and incorporated herein by reference). | |
EXHIBIT NUMBER |
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DESCRIPTION
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10.19 | | | Common Stock Purchase Agreement, dated November 14, 2013, by and between the Company and Aspire Capital Fund, LLC (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, originally filed with the SEC on November 14, 2013, and incorporated herein by reference). | |
10.20 | | | Form of Securities Purchase Agreement, by and between the Registrant (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, originally filed with the SEC on March 4, 2015, and incorporated herein by reference). | |
21 | | | Subsidiaries of Cyclacel Pharmaceuticals, Inc. (previously filed as Exhibit 21 to the Registrant’s Annual Report on Form 10-K, originally filed with the SEC on March 26, 2014, and incorporated herein by reference). | |
23.1* | | | Consent of Independent Registered Public Accounting Firm. | |
31.1* | | | Certification of Spiro Rombotis, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | | | Certification of Paul McBarron, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | | | Certification of Spiro Rombotis, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). | |
32.2** | | | Certification of Paul McBarron, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). | |
101 | | | The following materials from Cyclacel Pharmaceuticals, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements. | |
| | | | CYCLACEL PHARMACEUTICALS, INC. | | |||
| Date: March 31, 2015 | | | By: | | |
/s/ Paul McBarron
Paul McBarron
Chief Operating Officer, Chief Financial Officer & Executive Vice President, Finance (Principal Financial and Accounting Officer) |
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Signature
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Title
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Date
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/s/ Spiro Rombotis
Spiro Rombotis
|
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President & Chief Executive Officer
(Principal Executive Officer) and Director |
| |
March 31, 2015
|
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/s/ Paul McBarron
Paul McBarron
|
| |
Chief Operating Officer, Chief Financial Officer & Executive Vice President, Finance (Principal Financial and Accounting Officer) and Director
|
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March 31, 2015
|
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/s/ Dr. David U’Prichard
Dr. David U’Prichard
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Chairman
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March 31, 2015
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/s/ Dr. Christopher Henney
Dr. Christopher Henney
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Vice Chairman
|
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March 31, 2015
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/s/ Dr. Nicholas Bacopoulos
Dr. Nicholas Bacopoulos
|
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Director
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March 31, 2015
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/s/ Sir John Banham
Sir John Banham
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Director
|
| |
March 31, 2015
|
|
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/s/ Samuel L. Barker
Samuel L. Barker
|
| |
Director
|
| |
March 31, 2015
|
|
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/s/ Gregory Hradsky
Gregory Hradsky
|
| |
Director
|
| |
March 31, 2015
|
|
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/s/ Lloyd Sems
Lloyd Sems
|
| |
Director
|
| |
March 31, 2015
|
|
| Date: March 31, 2015 | |
|
/s/ Spiro Rombotis
Spiro Rombotis
|
|
| President & Chief Executive Officer (Principal Executive Officer) |
|
| Date: March 31, 2015 | |
|
/s/ Paul McBarron
Paul McBarron
Chief Operating Officer, Chief Financial Officer and Executive Vice President, Finance
(Principal Financial Officer) |
|
| Date: March 31, 2015 | | |
/s/ Spiro Rombotis
Spiro Rombotis
President & Chief Executive Officer |
|
| Date: March 31, 2015 | | |
/s/ Paul McBarron
Paul McBarron
Chief Operating Officer, Chief Financial Officer and Executive Vice President, Finance |
|
Summary of Significant Accounting Policies (Detail textuals)
|
12 Months Ended |
---|---|
Dec. 31, 2014
Segment
Country
|
|
Property, Plant and Equipment [Line Items] | |
Number of operating segments | 1 |
Number of geographic areas for development operations | 2 |
Property, plant and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Property, plant and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
Property, Plant and Equipment (Detail Textuals) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | |
---|---|---|
Dec. 31, 2014
|
Dec. 31, 2013
|
|
Property, Plant and Equipment | ||
Depreciation and amortization expense | $ 0.2 | $ 0.2 |
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