Stockholders' Equity

12 Months Ended

Dec. 31, 2011

Stockholders' Equity [Abstract]

Stockholders' Equity

7. Stockholders’ Equity

Preferred Stock

As of December 31, 2011, the Company’s Board of Directors is authorized to issue 8,000,000 shares of preferred stock, with a par value of $0.0001 per share, in one or more series, of which 11,000 are designated for Series C-1¹ Preferred, 22,000 are designated Series C-2¹ Preferred, 5,134 are designated Series D-1¹ Preferred, 10,868 are designated Series D-2¹ Preferred, and 12,000 are designated Series E Preferred. As of December 31, 2011, 5,043 shares of Series C-1¹ Preferred Stock are issued and outstanding. As of December 31, 2010, 5,573 shares of Series C-1 ¹ Preferred Stock were issued and outstanding.

Warrants

In connection with the December 2005 private placement, the Company issued warrants to purchase 439 shares of the Company’s common stock. The warrants were immediately exercisable upon grant, had an exercise price of $50,000 per share and remained exercisable for five years. These warrants expired in December 2010.

In connection with the May 2008 public offering, the Company issued warrants to purchase 390 shares of the Company’s common stock. The warrants were immediately exercisable upon grant, have an exercise price of $21,500 per share and remain exercisable for five years. As of December 31, 2011, all of these warrants were outstanding and 390 shares of common stock are reserved for issuance upon exercise of the warrants.

Stock Option Plans

In June 1994, the Company adopted the La Jolla Pharmaceutical Company 1994 Stock Incentive Plan (the “1994 Plan”), under which, as amended, 164 shares of common stock were authorized for issuance. The 1994 Plan expired in June 2004 and there were 23 options outstanding under the 1994 Plan as of December 31, 2011.

In May 2004, the Company adopted the La Jolla Pharmaceutical Company 2004 Equity Incentive Plan (the “2004 Plan”), under which, as amended, 640 shares of common stock have been authorized for issuance. The 2004 Plan provides for the grant of incentive and non-qualified stock options, as well as other share-based payment awards, to employees, directors, consultants and advisors of the Company with up to a 10-year contractual life and various vesting periods as determined by the Company’s Compensation Committee or the Board of Directors, as well as automatic fixed grants to non-employee directors of the Company. As of December 31, 2011, there were a total of 261 options outstanding under the 2004 Plan and 351 shares remained available for future grant.

In May 2010, the Company granted options to purchase a total of 580 shares of common stock to two employees. These grants were made outside of the Company’s existing stockholder-approved equity compensation plans but were otherwise legally binding awards and did not require stockholder approval. These stock options are treated in all respects as if granted under the Company’s 2010 Equity Incentive Plan (the “2010 Plan”).

In August 2010, the Company adopted the 2010 Plan under which 17,000 shares of common stock have been authorized for issuance. The 2010 Plan is similar to the 2004 Plan, other than with regard to the number of shares authorized for issuance thereunder. The 2010 Plan provides for automatic increases to the number of authorized shares available for grant under the 2010 Plan and as such, in May and September 2011, the number of authorized shares were increased by 33 and 16,007 shares of common stock, respectively. As of December 31, 2011, there were a total of 30 options outstanding and 16,970 shares remained available for future grant under the 2010 Plan.

A summary of the Company’s stock option activity and related data follows:

	Outstanding Options
	Number of Shares			Weighted- Average Exercise Price
Balance at December 31, 2009		350		$	69,798
Granted		720		$	530
Forfeited/Expired		(90	)	$	54,004
Balance at December 31, 2010		980		$	20,370
Granted		—			—
Forfeited/Expired		(86	)	$	50,529
Balance at December 31, 2011		894		$	17,462

As of December 31, 2011, options exercisable have a weighted-average remaining contractual term of 6.8 years. No stock option exercises occurred during the years ended December 31, 2011 and 2010. As of December 31, 2011 and 2010, the total intrinsic value, which is the difference between the exercise price and closing price of the Company’s common stock of options outstanding and exercisable, was $0 and less than $1,000, respectively.

	Years Ended December 31,
	2011				2010
	Options		Weighted- Average Exercise Price		Options		Weighted- Average Exercise Price
Exercisable at end of year		585	$	26,243		382	$	50,704
Weighted-average fair value of options granted during the year	$	—			$	436

Exercise prices and weighted-average remaining contractual lives for the options outstanding (excluding shares of restricted stock) as of December 31, 2011 were:

Options Outstanding	Range of Exercise Prices	Weighted- Average Remaining Contractual Life (in years)		Weighted- Average Exercise Price		Options Exercisable		Weighted- Average Exercise Price of Options Exercisable
30	$210		8.93	$	210		15	$	210
619	$550		8.41	$	550		331	$	550
90	$ 14,200 — $ 39,900		5.50	$	26,364		84	$	27,062
115	$ 42,000 — $ 52,600		4.16	$	49,889		115	$	49,889
23	$ 59,700 — $187,500		3.49	$	112,337		23	$	112,337
4	$235,500		1.72	$	235,500		4	$	235,500
4	$254,500		0.55	$	254,500		4	$	254,500
1	$260,500		0.39	$	260,500		1	$	260,500
4	$295,000		0.89	$	295,000		4	$	295,000
4	$352,500		0.25	$	352,500		4	$	352,500
894	$ 210 — $352,500		7.33	$	17,462		585	$	26,243

At December 31, 2011, the Company has reserved 18,215 shares of common stock for future issuance upon exercise of options granted or to be granted under the 1994, 2004 and 2010 Plans, as well as for options granted outside of the Company’s equity compensation plans.

Employee Stock Purchase Plan

Effective August 1, 1995, the Company adopted the ESPP, under which shares of common stock are reserved for sale to eligible employees, as defined in the ESPP. Employees may purchase common stock under the ESPP every three months (up to but not exceeding 10% of each employee’s base salary or hourly compensation, and any cash bonus paid, subject to certain limitations) over the offering period at 85% of the fair market value of the common stock at specified dates. The offering period may not exceed 24 months. At the Annual Meeting of Stockholders held on August 12, 2010, the stockholders approved an amendment to the ESPP to extend the term thereof from 2015 to 2025 and to increase the shares of common stock authorized for issuance thereunder from 85 to 485. As of December 31, 2011, 72 shares of common stock have been purchased under the ESPP and 413 shares of common stock are available for future issuance. No shares were issued under the ESPP during the year ended December 31, 2011. During the year ended December 31, 2010, 2 shares were issued under the ESPP.

	Year Ended December 31, 2010
Weighted-average fair value of Employee Stock Purchase Plan purchases	$	200