Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Feb. 28, 2014 | Jun. 30, 2013 |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Raptor Pharmaceutical Corp | ' | ' |
Entity Central Index Key | '0001070698 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $536.40 |
Entity Common Stock, Shares Outstanding | ' | 62,479,286 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $83,052 | $36,313 |
Restricted cash | 500 | 163 |
Short-term investments | 0 | 22,096 |
Accounts receivable | 6,181 | 0 |
Inventories | 3,000 | 0 |
Prepaid expenses and other | 3,566 | 1,610 |
Total current assets | 96,299 | 60,182 |
Intangible assets, net | 3,213 | 2,156 |
Goodwill | 3,275 | 3,275 |
Fixed assets, net | 1,810 | 416 |
Other Assets | 4,129 | 2,094 |
Total assets | 108,726 | 68,123 |
Current liabilities: | ' | ' |
Accounts payable | 5,264 | 4,599 |
Accrued liabilities | 12,767 | 2,150 |
Deferred revenue | 4,698 | 0 |
Common stock warrant liability | 7,066 | 16,405 |
Deferred rent | 302 | 6 |
Capital lease liability - current | 18 | 8 |
Total current liabilities | 30,115 | 23,168 |
Note payable | 50,000 | 25,000 |
Capital lease liability - long-term | 41 | 11 |
Total liabilities | 80,156 | 48,179 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value, 15,000,000 shares authorized, zero shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 150,000 shares authorized, 61,615, and 52,425 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively | 62 | 52 |
Additional paid-in capital | 234,286 | 155,945 |
Accumulated other comprehensive loss | -423 | -115 |
Accumulated deficit | -205,355 | -135,938 |
Total stockholders' equity | 28,570 | 19,944 |
Total liabilities and stockholders' equity | $108,726 | $68,123 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Consolidated Balance Sheets [Abstract] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 15,000 | 15,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized (in shares) | 150,000 | 150,000 |
Common stock issued (in shares) | 61,615 | 52,425 |
Common stock, shares outstanding (in shares) | 61,615 | 52,425 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 4 Months Ended | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
Consolidated Statements of Operations and Comprehensive Loss [Abstract] | ' | ' | ' | ' |
Revenues | $0 | $16,872 | $0 | $0 |
Operating expenses: | ' | ' | ' | ' |
Cost of sales | 0 | 1,653 | 0 | 0 |
Research and development | 8,963 | 29,177 | 21,443 | 14,788 |
Selling, general and administrative | 8,971 | 37,948 | 14,723 | 6,178 |
Total operating expenses | 17,934 | 68,778 | 36,166 | 20,966 |
Loss from operations | -17,934 | -51,906 | -36,166 | -20,966 |
Interest income | 160 | 188 | 340 | 45 |
Interest expense | -83 | -6,832 | -3 | -2 |
Foreign currency transaction gains | 113 | 8 | 145 | 29 |
Gain (loss) on short-term investments | -64 | -128 | 213 | 0 |
Adjustment to the fair value of common stock warrants | -1,484 | -10,747 | -3,173 | -16,301 |
Net loss | -19,292 | -69,417 | -38,644 | -37,195 |
Other comprehensive income (loss) | ' | ' | ' | ' |
Foreign currency translation adjustment | -65 | -308 | -52 | 10 |
Comprehensive loss | ($19,357) | ($69,725) | ($38,696) | ($37,185) |
Net loss per share: | ' | ' | ' | ' |
Basic and diluted (in dollars per share) | ($0.37) | ($1.20) | ($0.80) | ($1.15) |
Weighted average shares outstanding used to compute: | ' | ' | ' | ' |
Basic and diluted (in shares) | 51,737 | 57,860 | 48,085 | 32,327 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (Deficit) (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated deficit [Member] | Total |
In Thousands | |||||
Balance at Aug. 31, 2010 | $30 | $47,618 | ($8) | ($40,807) | $6,833 |
Balance (in shares) at Aug. 31, 2010 | 30,077 | ' | ' | ' | ' |
Exercise of common stock warrants | 4 | 8,909 | 0 | 0 | 8,913 |
Exercise of common stock warrants (in shares) | 3,340 | ' | ' | ' | ' |
Exercise of common stock options | 0 | 96 | 0 | 0 | 96 |
Exercise of common stock options (in shares) | 39 | ' | ' | ' | ' |
Consultant stock-based compensation expense | 0 | 197 | 0 | 0 | 197 |
Employee stock-based compensation expense | 0 | 1,920 | 0 | 0 | 1,920 |
Reclassification of the fair value of warrant liabilities upon exercise | 0 | 8,506 | 0 | 0 | 8,506 |
Issuance of common stock pursuant to an equity line facility at specified price net of fundraising costs and commitment shares | 2 | 6,571 | 0 | 0 | 6,573 |
Issuance of common stock pursuant to an equity line facility at specified price net of fundraising costs and commitment shares (in shares) | 2,113 | ' | ' | ' | ' |
Foreign currency translation gain (loss) | 0 | 0 | 10 | 0 | 10 |
Net loss | 0 | 0 | 0 | -37,195 | -37,195 |
Balance at Aug. 31, 2011 | 36 | 73,817 | 2 | -78,002 | -4,147 |
Balance (in shares) at Aug. 31, 2011 | 35,569 | ' | ' | ' | ' |
Exercise of common stock warrants | 2 | 5,011 | 0 | 0 | 5,013 |
Exercise of common stock warrants (in shares) | 1,831 | ' | ' | ' | ' |
Exercise of common stock options | 0 | 366 | 0 | 0 | 366 |
Exercise of common stock options (in shares) | 160 | ' | ' | ' | ' |
Consultant stock-based compensation expense | 0 | 72 | 0 | 0 | 72 |
Employee stock-based compensation expense | 0 | 4,487 | 0 | 0 | 4,487 |
Reclassification of the fair value of warrant liabilities upon exercise | 0 | 9,482 | 0 | 0 | 9,482 |
Issuance of common stock in a follow-on public offering at a specified price net of fundraising costs | 12 | 42,822 | 0 | 0 | 42,834 |
Issuance of common stock in a follow-on public offering at a specified price net of fundraising costs (in shares) | 11,500 | ' | ' | ' | ' |
Issue of common stock pursuant to an at-the-market financing facility at a specified price net of fundraising costs | 1 | 7,323 | 0 | 0 | 7,324 |
Issue of common stock pursuant to an at-the-market financing facility at a specified price net of fundraising costs (in shares) | 1,508 | ' | ' | ' | ' |
Foreign currency translation gain (loss) | 0 | 0 | -52 | 0 | -52 |
Net loss | 0 | 0 | 0 | -38,644 | -38,644 |
Balance at Aug. 31, 2012 | 51 | 143,380 | -50 | -116,646 | 26,735 |
Balance (in shares) at Aug. 31, 2012 | 50,568 | ' | ' | ' | ' |
Exercise of common stock warrants | 0 | 1,843 | 0 | 0 | 1,843 |
Exercise of common stock warrants (in shares) | 625 | ' | ' | ' | ' |
Exercise of common stock options | 0 | 192 | 0 | 0 | 192 |
Exercise of common stock options (in shares) | 79 | ' | ' | ' | ' |
Consultant stock-based compensation expense | 0 | 9 | 0 | 0 | 9 |
Employee stock-based compensation expense | 0 | 2,230 | 0 | 0 | 2,230 |
Reclassification of the fair value of warrant liabilities upon exercise | 0 | 2,345 | 0 | 0 | 2,345 |
Issue of common stock pursuant to an at-the-market financing facility at a specified price net of fundraising costs | 1 | 5,946 | 0 | 0 | 5,947 |
Issue of common stock pursuant to an at-the-market financing facility at a specified price net of fundraising costs (in shares) | 1,153 | ' | ' | ' | ' |
Foreign currency translation gain (loss) | 0 | 0 | -65 | 0 | -65 |
Net loss | 0 | 0 | 0 | -19,292 | -19,292 |
Balance at Dec. 31, 2012 | 52 | 155,945 | -115 | -135,938 | 19,944 |
Balance (in shares) at Dec. 31, 2012 | 52,425 | ' | ' | ' | ' |
Exercise of common stock warrants | 4 | 10,322 | 0 | 0 | 10,326 |
Exercise of common stock warrants (in shares) | 3,600 | ' | ' | ' | ' |
Exercise of common stock options | 1 | 2,474 | 0 | 0 | 2,475 |
Exercise of common stock options (in shares) | 651 | ' | ' | ' | 651 |
Consultant stock-based compensation expense | 0 | 4 | 0 | 0 | 4 |
Employee stock-based compensation expense | 0 | 7,026 | 0 | 0 | 7,026 |
Reclassification of the fair value of warrant liabilities upon exercise | 0 | 20,086 | 0 | 0 | 20,086 |
Issue of common stock pursuant to an at-the-market financing facility at a specified price net of fundraising costs | 5 | 38,389 | 0 | 0 | 38,394 |
Issue of common stock pursuant to an at-the-market financing facility at a specified price net of fundraising costs (in shares) | 4,939 | ' | ' | ' | ' |
Foreign currency translation gain (loss) | ' | 40 | -308 | 0 | -268 |
Net loss | 0 | 0 | 0 | -69,417 | -69,417 |
Balance at Dec. 31, 2013 | $62 | $234,286 | ($423) | ($205,355) | $28,570 |
Balance (in shares) at Dec. 31, 2013 | 61,615 | ' | ' | ' | ' |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) (USD $) | 4 Months Ended | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
Condensed Consolidated Statement of Stockholders' Equity (Deficit) [Abstract] | ' | ' | ' | ' |
Issuance of common stock pursuant to an equity line facility, specified price (in dollars per share) | ' | ' | ' | $3.35 |
Fundraising costs and commitment shares for issuance of common stock pursuant to an equity line facility | ' | ' | ' | $174 |
Issuance of common stock pursuant to a follow-on public offering, specified price (in dollars per share) | ' | ' | $4 | ' |
Fundraising costs for issuance of common stock pursuant to a follow-on public offering | ' | ' | 3,168 | ' |
Issuance of common stock pursuant to an at-the-market financing facility, specified price (in dollars per share) | $5.34 | $8.09 | $5.10 | ' |
Fundraising costs for issuance of common stock pursuant to an at-the-market financing facility | $185 | $1,570 | $360 | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 4 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' | ' |
Net loss | ($19,292) | ($69,417) | ($38,644) | ($37,195) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' |
Employee stock-based compensation expense | 2,230 | 7,026 | 4,487 | 1,920 |
Consultant stock-based compensation expense | 9 | 4 | 72 | 197 |
Fair value adjustment of common stock warrants | 1,484 | 10,747 | 3,173 | 16,301 |
Amortization of intangible assets | 49 | 193 | 146 | 153 |
Depreciation of fixed assets | 42 | 244 | 65 | 78 |
Gain on sale of fixed assets | 0 | -12 | 0 | 0 |
Loss on sale of short-term investments | 64 | 128 | 0 | 0 |
Write-off of intangible assets and other intellectual property | 0 | 0 | 900 | 108 |
Amortization of debt issuance costs | 0 | 433 | 0 | 0 |
Changes in assets and liabilities: | ' | ' | ' | ' |
Accounts receivable, net | 0 | -6,181 | 0 | 0 |
Deferred revenue | 0 | 4,698 | 0 | 0 |
Inventories | 0 | -3,000 | 0 | 0 |
Prepaid expenses and other | 1,501 | -1,956 | -2,695 | -130 |
Deposits | 79 | -72 | 0 | -2 |
Accounts payable | 3,081 | -114 | 754 | 210 |
Accrued liabilities | -585 | 10,387 | 403 | 1,119 |
Deferred rent | -8 | 296 | -10 | 22 |
Net cash used in operating activities | -11,346 | -46,596 | -31,349 | -17,219 |
Cash flows from investing activities: | ' | ' | ' | ' |
Purchase of fixed assets | -55 | -1,603 | -378 | -50 |
Sale of fixed assets | 0 | 27 | 0 | 0 |
Purchase of short-term investments | -6,853 | -147 | -45,307 | 0 |
Sale of short-term investments | 0 | 22,114 | 30,000 | 0 |
Intangible assets | 0 | -1,250 | 0 | 0 |
Change in restricted cash | 6 | -337 | -54 | -114 |
Net cash provided by (used in) investing activities | -6,902 | 18,804 | -15,739 | -164 |
Cash flows from financing activities: | ' | ' | ' | ' |
Proceeds from the sale of common stock, net | 0 | 0 | 42,834 | 0 |
Proceeds from the sale of common stock under an equity line | 0 | 0 | 0 | 6,740 |
Proceeds from the sale of common stock under an At-the-Market agreement, net | 5,947 | 38,394 | 7,324 | 0 |
Proceeds from the exercise of common stock warrants | 1,843 | 10,326 | 5,013 | 8,913 |
Proceeds from the exercise of common stock options | 192 | 2,475 | 366 | 96 |
Proceeds from note payable | 25,000 | 25,000 | 0 | 0 |
Offering costs | 25 | -126 | 18 | -152 |
Debt issuance costs | -1,959 | -1,260 | 0 | 0 |
Principal payments on capital lease obligations | -2 | -10 | -7 | -5 |
Net cash provided by financing activities | 31,046 | 74,799 | 55,548 | 15,592 |
Effect of exchange rates on cash and cash equivalents | -65 | -268 | -52 | 10 |
Net increase (decrease) in cash and cash equivalents | 12,733 | 46,739 | 8,408 | -1,781 |
Cash and cash equivalents, beginning of period | 23,580 | 36,313 | 15,172 | 16,953 |
Cash and cash equivalents, end of period | 36,313 | 83,052 | 23,580 | 15,172 |
Supplemental cash flow information: | ' | ' | ' | ' |
Interest Paid | 83 | 5,142 | 3 | 2 |
Income taxes paid | 0 | 2 | 0 | 0 |
Supplemental disclosure of non-cash financing activities: | ' | ' | ' | ' |
Common stock issued as fee for equity line | 0 | 0 | 0 | 519 |
Acquisition of equipment in exchange for capital lease | 0 | 60 | 13 | 14 |
Fair value of warrant liability reclassified to equity upon exercise | $2,345 | $20,086 | $9,482 | $8,506 |
NATURE_OF_OPERATIONS_AND_BUSIN
NATURE OF OPERATIONS AND BUSINESS RISKS | 12 Months Ended |
Dec. 31, 2013 | |
NATURE OF OPERATIONS AND BUSINESS RISKS [Abstract] | ' |
NATURE OF OPERATIONS AND BUSINESS RISKS | ' |
(1) NATURE OF OPERATIONS AND BUSINESS RISKS | |
The accompanying consolidated financial statements reflect the financial position and results of operations of Raptor Pharmaceutical Corp. (the "Company" or "Raptor") and have been prepared in accordance with the accounting principles generally accepted in the United States of America ("GAAP"). | |
Raptor is a biopharmaceutical company focused on developing and commercializing life-altering therapeutics that treat debilitating and often fatal diseases. The Company's first product, PROCYSBI® (cysteamine bitartrate) delayed-release capsules ("PROCYSBI"), received marketing approval from the U.S. Food and Drug Administration ("FDA"), on April 30, 2013 for the management of nephropathic cystinosis in adults and children six years and older. The European equivalent, PROCYSBI gastro-resistant hard capsules of cysteamine (as mercaptamine bitartrate), received marketing authorization on September 6, 2013 from the European Commission ("EC"), as an orphan medicinal product for the management of proven nephropathic cystinosis for marketing in the European Union ("EU"). PROCYSBI received 7 years and 10 years of market exclusivity as an orphan drug in the U.S. and the EU, respectively. The Company commenced commercial sales of PROCYSBI in the U.S. in mid-June 2013 and plan to launch PROCYSBI in the EU in the first half of 2014. Prior to the second quarter of 2013, the Company had been in the development stage. With FDA approval of PROCYSBI and the commencement of commercial sales in the second quarter of 2013, the Company is no longer considered to be in the development stage. In the near-term, the Company's ability to generate revenues is entirely dependent upon sales of PROCYSBI in the U.S. for the management of nephropathic cystinosis in adults and children six years and older and the EU for the management of nephropathic cystinosis. | |
Raptor's pipeline includes its proprietary delayed-release form of cysteamine, or RP103. Raptor currently has product candidates in clinical development designed to potentially treat Huntington's disease ("HD"), Non-alcoholic fatty liver disease ("NAFLD"), Leigh syndrome and other mitochondrial disorders and aldehyde dehydrogenase deficiency ("ALDH2"). Raptor's preclinical programs are based upon bioengineered novel drug candidates that are designed to target cancer and other diseases. | |
The Company is subject to a number of risks, including: the level of commercial sales of PROCYSBI in the U.S. and the ability to launch PROCYSBI in the EU; the uncertainty of whether the Company's research and development efforts will result in expanded indications for PROCYSBI or additional commercial products; competition from larger organizations; reliance on licensing the proprietary technology of others; dependence on key personnel; uncertain patent protection; and the need to raise capital through equity and/or debt financings. Funding may not be available when needed if at all or on terms acceptable to us. If the Company exhausts its cash reserves and is unable to obtain adequate financing, it may be required to curtail planned operating expenditures, including its development programs. | |
Change in Fiscal Year End | |
On December 4, 2012, Raptor's Board of Directors approved a change in its fiscal year end from August 31 to December 31. The change became effective at the end of the four months ended December 31, 2012. All references to "fiscal years" or "years" prior to this change refer to the twelve-month fiscal period covering September 1 through August 31, and each year after December 31, 2012, the fiscal year covers January 1 through December 31. | |
Basis of Presentation | |
The Company's consolidated financial statements include the accounts of the Company's direct and indirect wholly owned subsidiaries, Raptor Pharmaceuticals Inc., formerly known as Raptor Therapeutics Inc. which merged with Raptor Discoveries Inc. in December 2012 prior to changing its name and Raptor European Products, LLC, such subsidiaries incorporated in Delaware on August 1, 2007, and February 14, 2012, respectively, and Raptor Pharmaceuticals Europe B.V., Raptor Pharmaceuticals France SAS, Raptor Pharmaceuticals Germany GmbH and RPTP European Holdings C.V., domiciled in the Netherlands on December 15, 2009, in France on October 30, 2012, in Germany on October 16, 2013 and in the Cayman Islands on February 16, 2012, respectively. All inter-company accounts have been eliminated. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Use of Estimates | |||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||
Functional Currency | |||||||||||
The Company's consolidated functional currency is the U.S. dollar. Raptor Pharmaceuticals Europe B.V. ("BV"), Raptor Pharmaceuticals France SAS ("SAS"), Raptor Pharmaceuticals Germany GmbH ("GMBH") and RPTP European Holdings C.V. ("CV"), the Company's Dutch subsidiary, French subsidiary, German Subsidiary and Cayman-based subsidiary, respectively, use the European Euro as their functional currency. At each quarter end, each foreign subsidiary's balance sheets are translated into U.S. dollars based upon the quarter-end exchange rate, while their statements of operations and comprehensive loss are translated into U.S. dollars based upon an average exchange rate during the period. | |||||||||||
Revenue Recognition and Accounts Receivable | |||||||||||
The Company recognizes revenue in accordance with the FASB ASC 605, Revenue Recognition, when the following criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred and risk of loss has passed; the seller's price to the buyer is fixed or determinable and collectability is reasonably assured. The Company determines that persuasive evidence of an arrangement exists based on written contracts that define the terms of the arrangements. Pursuant to the contract terms, the Company determines when title to products and associated risk of loss has passed onto the customer. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Company assesses collectability based primarily on the customer's payment history and creditworthiness. | |||||||||||
PROCYSBI is currently only available for distribution from the Company's U.S. specialty pharmacy partner, the Accredo Health Group, Inc., or Accredo, which is currently the Company's only customer and ships directly to patients. The Company's distributor in the EU will be the Almac Group, Ltd. for the commercial launch in the EU anticipated to occur in the first half of 2014. PROCYSBI is not available in retail pharmacies. Prior authorization of coverage level by patients' private insurance plans, Raptor's patient assistance program ("PAP") or government payors is a prerequisite to the shipment of PROCYSBI to patients. Revenue is recognized once the product has been shipped by the specialty pharmacy to patients because at this time, the Company is unable to reasonably estimate rebate percentages based upon its lack of sufficient historical data. Billings to the Company's distributor in advance of product shipment and delivery by the specialty pharmacy to patients are recorded as deferred revenue by the Company until such shipments to patients occur. | |||||||||||
The Company records revenue net of expected discounts, distributor fees, returns and rebates, including those paid to Medicare and Medicaid in the U.S. Allowances are recorded as a reduction of revenue at the time product sales are recognized. Allowances for government rebates and discounts are established based on the actual payor information, which is known at the time of shipment to patients, and the government mandated discount rates applicable to government-funded programs. The allowances are adjusted to reflect known changes in the factors that may impact such allowances in the quarter the changes are known. | |||||||||||
Trade accounts receivable are recorded net of product sales allowances for prompt-payment discounts and chargebacks. Estimates for chargebacks and prompt-payment discounts are based on contractual terms and the Company's expectations regarding the utilization rates. | |||||||||||
Inventories and Cost of Sales | |||||||||||
Inventories are stated at the lower of cost or market price, with cost determined on a first-in, first-out basis. Inventories are reviewed periodically to identify slow-moving inventory based on sales activity, both projected and historical, as well as product shelf-life. Prior to the approval of PROCYSBI by the FDA on April 30, 2013 and in Europe, prior to EMA approval on September 6, 2013, the Company recorded the purchase of raw materials and the manufacturing costs relating to PROCYSBI as research and development expense. Subsequent to approval, the Company began capitalizing these costs as commercial inventory. On December 31, 2013, net inventories were approximately $3.0 million, which consisted of $2.6 million of raw materials and $0.4 million of finished goods. Upon launching PROCYSBI in mid-June 2013, the Company began recognizing cost of sales. Cost of sales includes the cost of inventory sold or reserved, manufacturing and supply chain costs, product shipping and handling costs, amortization of licensing approval milestone payments and licensing royalties payable to the University of California, San Diego ("UCSD"). | |||||||||||
Fair Value of Financial Instruments | |||||||||||
The carrying amounts of certain of the Company's financial instruments including cash equivalents, restricted cash, accounts payable, accrued liabilities, note payable and capital lease liability approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates. The warrant liability is carried at fair value, which is determined using the Black-Scholes option valuation model at the end of each reporting period. | |||||||||||
Cash and Cash Equivalents | |||||||||||
The Company considers all highly liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalents, which consist principally of money market funds with high credit quality financial institutions. Such amounts exceed Federal Deposit Insurance Corporation insurance limits. Restricted cash represents compensating balances required by the Company's U.S. and European banks as collateral for credit cards. As of December 31, 2013, the Company had $83.1 million in cash and cash equivalents, of which $4.2 million was held by its foreign subsidiaries. | |||||||||||
Short-term Investments | |||||||||||
The Company invests in short-term investments in high credit-quality funds in order to obtain higher yields on its idle cash. Short-term investments consisted of a short-term duration government fund in the amount of $22.1 million at December 31, 2012. Such investments were not insured by the Federal Deposit Insurance Corporation. The Company completed an evaluation of its investments and determined that it did not have any other-than-temporary impairments as of December 31, 2012. The Company did not hold investments as of December 31, 2013. | |||||||||||
Prepaid Expenses and Other | |||||||||||
Prepaid expenses consists primarily of advance vendor payments which will be expensed within one year from the balance sheet date, including $1.0 million prepaid to the National Institute of Diabetes and Digestive and Kidney Diseases, or NIDDK, which is part of the National Institutes of Health. Such amounts relate to a clinical trial being conducted under a Cooperative Research and Development Agreement, or CRADA, with the NIDDK, and are being recorded to research and development expense over the estimated term of the trial. Future payments due under the CRADA are included in the commitments table under research and development and purchase commitments in Note 12. | |||||||||||
Deferred Offering Costs | |||||||||||
Deferred offering costs represent expenses incurred to raise equity capital related to financing transactions which have not yet been completed as of the balance sheet dates. | |||||||||||
Note Payable and Debt Issuance Costs | |||||||||||
Note payable consists of the Company's loan agreement with HealthCare Royalty Partners II, L.P. ("HC Royalty"), as lender, under which Raptor borrowed $50.0 million in two $25.0 million tranches received in December 2012 and May 2013. The loan bears interest at an annual fixed rate of 10.75% of outstanding principal and includes a synthetic royalty component based on net product sales, including PROCYSBI, in a calendar year. The fixed and royalty interest are recognized as interest expense as incurred. Debt issuance costs, which were capitalized and included in other long-term assets, are being amortized over the life of the loan to interest expense using the effective interest method. | |||||||||||
Intangible Assets | |||||||||||
Intangible assets primarily include the intellectual property and other rights relating to DR Cysteamine (currently developed as RP103) and to an out-license acquired in a 2009 merger. The intangible assets related to RP103 are amortized using the straight-line method over the estimated useful life of 20 years, which is the life of the intellectual property patents. The 20-year estimated useful life is also based upon the typical development, approval, marketing and life cycle management timelines of pharmaceutical drug products. | |||||||||||
Fixed Assets | |||||||||||
Fixed assets, which mainly consist of leasehold improvements, office furniture, lab equipment and computer hardware and software, are stated at cost. Depreciation is computed using the straight-line method over the related estimated useful lives, except for leasehold improvements and capital lease equipment, which are depreciated over the shorter of the useful life of the asset or the lease term. Significant additions and improvements that have useful lives estimated at greater than one year are capitalized, while repairs and maintenance are charged to expense as incurred. | |||||||||||
Segment Information | |||||||||||
The Company has determined that it operates in only one segment, as it only reports profit and loss information on an aggregate basis to its chief operating decision maker. The Company's long-lived assets maintained outside the U.S. are not material. | |||||||||||
Impairment of Goodwill and Intangible Assets | |||||||||||
Goodwill represents the excess of the purchase price over the fair value of tangible and identified intangible net assets of businesses acquired. Goodwill is not amortized, but is evaluated for impairment on an annual basis or more often when impairment indicators are present. The Company has one reporting unit. Therefore, the Company's consolidated net assets, including existing goodwill and other intangible assets, are considered to be the carrying value of the reporting unit. If the carrying value of the reporting unit is in excess of its fair value, an impairment may exist, and the Company must perform the second step of the analysis, in which the implied fair value of the goodwill is compared to its carrying value to determine the impairment charge, if any. If the estimated fair value of the reporting unit exceeds the carrying value of the reporting unit, goodwill is not impaired and no further analysis is required. | |||||||||||
The Company makes judgments about the recoverability of purchased intangible assets with finite lives whenever events or changes in circumstances indicate that impairment may exist. Recoverability of purchased intangible assets with finite lives is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. Impairment, if any, is measured as the amount by which the carrying value exceeds the fair value of the impaired asset. | |||||||||||
Common Stock Warrant Liabilities | |||||||||||
The Company issued warrants that contain conditional obligations that may require the Company to transfer cash to settle the warrants upon the occurrence of certain fundamental transactions. Therefore, the Company has classified the warrants as liabilities. The Company re-measures the liability at the end of every reporting period with the change in value reported in the Company's consolidated statements of operations and comprehensive loss. At the exercise date, the fair values of these warrants are re-measured and reclassified to equity. | |||||||||||
Research and Development | |||||||||||
Research and development costs are charged to expense as incurred. Research and development expenses primarily include salaries and benefits for medical, clinical and regulatory personnel, preclinical studies, clinical trials and commercial drug manufacturing expenses prior to obtaining marketing approval. | |||||||||||
Advertising Expenses | |||||||||||
The Company expenses advertising costs, including promotional expenses, as incurred. For the year ended December 31, 2013, the four months ended December 31, 2012 and the fiscal year ended August 31, 2012, advertising expenses were $3.7 million, $1.3 million and $0.6 million, respectively. The Company did not incur any advertising expenses for the fiscal year ended August 31, 2011. | |||||||||||
Net Loss per Share | |||||||||||
Net loss per share is calculated by dividing net loss by the weighted-average shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average shares of common stock outstanding and potential shares of common stock during the period. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted net loss per share as their effect is anti-dilutive. Potentially dilutive securities include: | |||||||||||
December 31, | 31-Aug | ||||||||||
2013 | 2012 | 2012 | 2011 | ||||||||
Warrants to purchase common stock | 946 | 4,563 | 5,188 | 7,019 | |||||||
Options to purchase common stock | 8,218 | 7,791 | 6,125 | 3,581 | |||||||
Total potentially dilutive securities | 9,164 | 12,354 | 11,313 | 10,600 | |||||||
Net loss per share, basic and diluted, was $(1.20), $(0.37), $(0.80) and $(1.15) for the year ended December 31, 2013, the four months ended December 31, 2012 and for the fiscal years ended August 31, 2012 and 2011, respectively. | |||||||||||
Comprehensive Loss | |||||||||||
The components of comprehensive loss include net loss and foreign currency translation adjustments. | |||||||||||
Income Taxes | |||||||||||
Income taxes are recorded under the liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Based on the weight of available evidence, including cumulative losses since inception and expected future losses, the Company has determined that it is more likely than not that the deferred tax asset amount will not be realized and therefore a full valuation allowance has been provided on the Company's net deferred tax assets. | |||||||||||
The Company identifies uncertain tax positions and discloses any potential tax liability on their financial statements. The Company recognizes interest and/or penalties related to income tax matters as a component of income tax expense. As of December 31, 2013, there was no accrued interest and penalties related to uncertain tax positions. | |||||||||||
The Company files U.S. Federal, California, various other state income and other tax returns and various foreign country income tax returns. The Company is currently not subject to any income tax examinations. Due to the Company's net operating losses ("NOLs"), generally all tax years remain open. | |||||||||||
Stock Option Plan | |||||||||||
Compensation cost related to the Company's stock option plans is measured at the grant date based on the fair value of the equity instruments awarded and is recognized over the period during which an employee is required to provide service in exchange for the award, or the requisite service period, which is usually the vesting period. The Company recognizes expense associated with stock options issued to third parties, including consultants based upon the fair value of such awards on the date the options vest. | |||||||||||
Reclassifications | |||||||||||
Certain amounts previously reported under specific financial statement captions have been reclassified to be consistent with the current period presentation. |
INTANGIBLE_ASSETS_AND_GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
INTANGIBLE ASSETS AND GOODWILL [Abstract] | ' | ||||||||||||
INTANGIBLE ASSETS AND GOODWILL | ' | ||||||||||||
(3) INTANGIBLE ASSETS AND GOODWILL | |||||||||||||
MERGER OF RAPTOR'S CLINICAL DEVELOPMENT SUBSIDIARY AND ENCODE PHARMACEUTICALS, INC. | |||||||||||||
On December 14, 2007, the Company acquired the intellectual property and other rights to develop RP103 to treat various clinical indications from UCSD by way of a merger with Encode Pharmaceuticals, Inc., a privately held development stage company ("Encode"), which held the intellectual property license with UCSD. | |||||||||||||
The fair value of the intangible assets at the time of acquisition was approximately $2.6 million. | |||||||||||||
Pursuant to the license agreement with UCSD, the Company is obligated to pay an annual maintenance fee until the commencement of commercial sales of any licensed products developed. The Company is also obligated to pay milestone payments upon the occurrence of certain events, royalties on net sales from products developed pursuant to the license agreement and a percentage of sublicense fees or royalties, if any. The Company is obligated to fulfill predetermined milestones within a specified number of years from the effective date of the license agreement, depending on the indication. To the extent that the Company fails to perform any of the obligations, UCSD may terminate the license or otherwise cause the license to become non-exclusive. | |||||||||||||
In May 2013, the Company announced that the FDA has approved PROCYSBI (cysteamine bitartrate) delayed release capsules for the management of nephropathic cystinosis in adults and children 6 years and older. Subsequently, the Company announced that the European Commission (EC) has approved PROCYSBI® gastro-resistant hard capsules of cysteamine (as mercaptamine bitartrate) as an orphan medicinal product for the management of proven nephropathic cystinosis for marketing in the European Union (EU). In conjunction with these approvals, the Company paid milestone payments to UCSD during the second and third quarters of 2013 of $0.8 million and $0.5 million, respectively, pursuant to this license, which were capitalized as intangible assets. | |||||||||||||
A summary of intangibles acquired is as follows: | |||||||||||||
Useful Life | December 31, | ||||||||||||
(years) | 2013 | 2012 | |||||||||||
Intangible asset (IP license for RP103) related to the Encode merger | 20 | $ | 2,620 | $ | 2,620 | ||||||||
Intangible assets (UCSD license FDA and EC approval milestones) | 20 | 1,250 | 0 | ||||||||||
Other intangible assets | 16 | 240 | 240 | ||||||||||
Total intangible assets | 19.8 | 4,110 | 2,860 | ||||||||||
Less accumulated amortization | (897 | ) | (704 | ) | |||||||||
Intangible assets, net | $ | 3,213 | $ | 2,156 | |||||||||
The intangible assets related to RP103 are being amortized over an estimated useful life of 20 years, which is the life of the intellectual property patents. The 20 year estimated useful life is also based upon the typical development, approval, marketing and life cycle management timelines of pharmaceutical drug products. Other intangible assets are being amortized using the straight-line method over an estimated useful life of 16 years, which is the life of the intellectual property patents. | |||||||||||||
As of August 31, 2012, the Company had determined that is acquired in-process research and development asset was impaired and wrote off the $0.9 million carrying amount to research and development expense. During the year ended December 31, 2013, the four months ended December 31, 2012, and the year ended August 31, 2011, there was no intangible asset impairment recognized. | |||||||||||||
During the year ended December 31, 2013, the four months ended December 31, 2012 and the fiscal years ended August 31, 2012 and 2011, the Company amortized $193, $49, $146 and $153, respectively, of intangible assets to research and development expense. | |||||||||||||
Amortization expense for intangible assets for each of the next five years is as follows: | |||||||||||||
Year ending December 31, | Amortization expense | ||||||||||||
2014 | $ | 238 | |||||||||||
2015 | 238 | ||||||||||||
2016 | 238 | ||||||||||||
2017 | 238 | ||||||||||||
2018 | 238 | ||||||||||||
The Company tested the carrying value of goodwill for impairment as of December 31, 2013 and determined that there was no impairment. |
FIXED_ASSETS
FIXED ASSETS | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
FIXED ASSETS [Abstract] | ' | |||||||||
FIXED ASSETS | ' | |||||||||
(4) FIXED ASSETS | ||||||||||
Fixed assets consisted of: | ||||||||||
December 31, | ||||||||||
Category | 2013 | 2012 | Estimated useful lives | |||||||
Leasehold improvements | $ | 0 | $ | 146 | Shorter of life of asset or lease term | |||||
Office furniture | 605 | 35 | 7 years | |||||||
Laboratory equipment | 1,132 | 593 | 5 years | |||||||
Manufacturing equipment | 102 | 0 | 5 years | |||||||
Computer hardware and software | 578 | 204 | 3 years | |||||||
Capital lease equipment | 68 | 27 | Shorter of life of asset or lease term | |||||||
Total at cost | 2,485 | 1,005 | ||||||||
Less: accumulated depreciation | (675 | ) | (589 | ) | ||||||
Total fixed assets, net | $ | 1,810 | $ | 416 | ||||||
Depreciation expense for the year ended December 31, 2013, the four months ended December 31, 2012 and the years ended August 31, 2012 and 2011 was $244, $42, $65 and $78, respectively. Accumulated depreciation on capital lease equipment was $10 and $8 as of December 31, 2013 and December 31, 2012, respectively. | ||||||||||
FAIR_VALUE_MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
FAIR VALUE MEASUREMENT [Abstract] | ' | ||||||||||||||||
FAIR VALUE MEASUREMENT | ' | ||||||||||||||||
(5) FAIR VALUE MEASUREMENT | |||||||||||||||||
The Company uses a fair-value approach to value certain assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The hierarchy consists of three levels: | |||||||||||||||||
· | Level one - Quoted market prices in active markets for identical assets or liabilities; | ||||||||||||||||
· | Level two - Inputs other than level one inputs that are either directly or indirectly observable; and | ||||||||||||||||
· | Level three - Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. | ||||||||||||||||
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each reporting period. Assets and liabilities measured at fair value on a recurring basis at December 31, 2013 and December 31, 2012 are summarized as follows: | |||||||||||||||||
Assets | Level 1 | Level 2 | Level 3 | 31-Dec-13 | |||||||||||||
Cash equivalents | $ | 70,627 | $ | 0 | $ | 0 | $ | 70,627 | |||||||||
Total | $ | 70,627 | $ | 0 | $ | 0 | $ | 70,627 | |||||||||
Liabilities | |||||||||||||||||
Common stock warrants | $ | 0 | $ | 0 | $ | 7,066 | $ | 7,066 | |||||||||
Total | $ | 0 | $ | 0 | $ | 7,066 | $ | 7,066 | |||||||||
Assets | Level 1 | Level 2 | Level 3 | 31-Dec-12 | |||||||||||||
Cash equivalents | $ | 35,069 | $ | 0 | $ | 0 | $ | 35,069 | |||||||||
Short-term investments | 22,096 | 0 | 0 | 22,096 | |||||||||||||
Total | $ | 57,165 | $ | 0 | $ | 0 | $ | 57,165 | |||||||||
Liabilities | |||||||||||||||||
Common stock warrants | $ | 0 | $ | 0 | $ | 16,405 | $ | 16,405 | |||||||||
Total | $ | 0 | $ | 0 | $ | 16,405 | $ | 16,405 | |||||||||
Cash equivalents and short-term investments represent the fair value of the Company's investments in money market funds and a short-term bond fund as of December 31, 2013 and December 31, 2012. | |||||||||||||||||
Certain of the Company's common stock warrants are classified as liabilities and are, therefore, re-measured using the Black-Scholes option valuation model at the end of each reporting period with the change in value reported in the Company's consolidated statements of operations and comprehensive loss. | |||||||||||||||||
The following table presents a reconciliation of the Company's recurring fair value measurements categorized within level three of the fair value hierarchy (common stock warrants): | |||||||||||||||||
Fair value as of September 1, 2012 | $ | 17,266 | |||||||||||||||
Change in fair value recognized in earnings | 1,484 | ||||||||||||||||
Exercises | (2,345 | ) | |||||||||||||||
Fair value as of December 31, 2012 | 16,405 | ||||||||||||||||
Change in fair value recognized in earnings | 10,747 | ||||||||||||||||
Exercises | (20,086 | ) | |||||||||||||||
Fair value as of December 31, 2013 | $ | 7,066 | |||||||||||||||
Effect of Raptor's Stock Price and Volatility Assumptions on the Calculation of Fair Value of Warrant Liabilities | |||||||||||||||||
As discussed above, the Company uses the Black-Scholes option pricing model as its method of valuation for warrants that are subject to warrant liability accounting. The determination of the fair value as of the reporting date is affected by Raptor's stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the security and risk-free interest rate. The primary factors affecting the fair value of the warrant liability are the Company's stock price and volatility. |
NOTE_PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2013 | |
NOTE PAYABLE [Abstract] | ' |
NOTE PAYABLE | ' |
(6) NOTE PAYABLE | |
On December 20, 2012, the Company entered into a loan agreement with HealthCare Royalty Partners ("HC Royalty"), as lender, under which it agreed to borrow $50.0 million in two $25.0 million tranches (the "HC Royalty Loan"). The Company received $23.4 million in net proceeds from the first tranche of the loan at closing in December 2012 and an additional $23.7 million in net proceeds in May 2013 from the second tranche upon FDA approval of RP103 for the management of cystinosis. The Company's loan agreement with HC Royalty includes a variety of affirmative and negative covenants, including the use of commercially reasonable efforts to exploit RP103 in specific markets and compliance with laws, as well as restrictions on mergers and sales of assets, incurrence of liens, incurrence of indebtedness and transactions with affiliates and other requirements. To secure the performance of the Company's obligations under the HC Royalty Loan, the Company granted a security interest to HC Royalty in substantially all of its assets, the assets of its domestic subsidiaries and a pledge of stock of certain of its domestic subsidiaries. The Company's failure to comply with the terms of the HC Royalty Loan agreement and related documents, the occurrence of a change of control of the Company or the occurrence of an uncured material adverse effect on the Company, or Raptor Pharmaceuticals, or the occurrence of certain other specified events, could result in an event of default under the HC Royalty Loan agreement that, if not cured or waived, could result in the acceleration of the payment of all of its indebtedness, as well as prepayment penalties, to HC Royalty and interest thereon. Under the terms of the security agreement, in an event of default, the lender could potentially take possession of, foreclose on, sell, assign or grant a license to use, the Company's pledged collateral and assign and transfer the pledged stock of certain of its subsidiaries. | |
The loan bears interest at an annual fixed rate of 10.75%, payable quarterly. The loan also contains a synthetic royalty component based on net product revenues, including PROCYSBI, in a calendar year, and such royalty is payable quarterly. With respect to the first $25.0 million tranche, for each calendar year (prorated for any portion thereof), the loan bears a royalty rate of 6.25% of the first $25.0 million of product net revenues, 3.0% of product net revenues for such calendar year in excess of $25.0 million and below $50.0 million, and 1.0% of product net revenues for such calendar year in excess of $50.0 million, payable quarterly. With respect to the second $25.0 million tranche, for each calendar year (prorated for any portion thereof), the loan bears a royalty rate of 6.0% of the first $25.0 million of net revenues for such calendar year, 3.0% of product net revenues for such calendar year in excess of $25.0 million and below $50.0 million, and 1.0% of product net revenues for such calendar year in excess of $50.0 million, payable quarterly. | |
The Company received marketing approval of PROCYSBI from the FDA on April 30, 2013 and commenced shipment of PROCYSBI during June 2013, and as a result, royalties became payable to HC Royalty based upon net revenues of PROCYSBI. Interest expense on the loan for the year ended December 31, 2013 and the four months ended December 31, 2012 was approximately $6.8 million and $0.1 million, respectively. | |
The loan and the Company's obligation to make any payments shall terminate immediately when all payments received by HC Royalty equal $97.5 million. If, by December 20, 2014, net revenue for the immediately preceding four fiscal quarters exceed $100.0 million, then the loan and the Company's obligation to make any payments shall terminate immediately when all payments received by HC Royalty from the Company equal $90.0 million. Debt issuance costs, which were capitalized and included in other long-term assets, are being amortized over the life of the loan to interest expense using the effective interest method. | |
Unamortized debt issuance costs totaled $2.8 million as of December 31, 2013. Amortization expense was $0.4 million for the year ended December 31, 2013 and a nominal amount for the four months ended December 31, 2012. |
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
ACCRUED LIABILITIES [Abstract] | ' | ||||||||
ACCRUED LIABILITIES | ' | ||||||||
(7) ACCRUED LIABILITIES | |||||||||
Accrued liabilities consisted of: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Clinical trial and related costs | $ | 1,661 | $ | 641 | |||||
Personnel-related costs | 4,443 | 1,244 | |||||||
Rebates and other sales deductions | 2,325 | 0 | |||||||
Royalty based interest payable | 1,255 | 0 | |||||||
License royalty payable | 564 | 0 | |||||||
Other | 2,519 | 265 | |||||||
Total accrued liabilities | $ | 12,767 | $ | 2,150 | |||||
STOCK_OPTION_PLANS
STOCK OPTION PLANS | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||
STOCK OPTION PLANS [Abstract] | ' | ||||||||||||||||||||||||||
STOCK OPTION PLANS | ' | ||||||||||||||||||||||||||
8) STOCK OPTION PLANS | |||||||||||||||||||||||||||
2010 Stock Incentive Plan | |||||||||||||||||||||||||||
In February 2010, the Company's Board of Directors approved, and in March 2010 Raptor's stockholders approved, the Raptor Pharmaceutical Corp. 2010 Stock Incentive Plan, as subsequently amended and approved by its stockholders in March 2011 ("Amended Plan"). On July 23, 2013, the Company, held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, Raptor's stockholders approved an amendment to the Amended Plan, which among other things, increased the authorized share reserve by 3,000,000 shares to an aggregate of 11,936,383 shares. As of December 31, 2013, there were 3,861,728 shares remaining available for issuance. | |||||||||||||||||||||||||||
Stock options are granted to recognize the contributions made by its employees, independent contractors, consultants and directors, to provide those individuals with additional incentive to devote themselves to the Company's future success and to improve its ability to attract, retain and motivate individuals upon whom its growth and financial success depends. Employee stock options generally vest over four years with a six-month clift-vesting period. In general, all options are exercisable over a period not to exceed the contractual term of ten years from the date the stock options are granted at prices not less than the fair market value of the Company's common stock on the grant date. The Company has and may grant options with different vesting terms from time to time. | |||||||||||||||||||||||||||
The Company recorded employee stock-based compensation expense as follows: | |||||||||||||||||||||||||||
For the year ended | For the four | ||||||||||||||||||||||||||
months ended | For the year ended August 31, | ||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | 2012 | 2011 | ||||||||||||||||||||||||
Research and development | $ | 1,546 | $ | 453 | $ | 926 | $ | 421 | |||||||||||||||||||
Selling, general and administrative | 5,480 | 1,777 | 3,561 | 1,499 | |||||||||||||||||||||||
Total stock-based compensation expense | $ | 7,026 | $ | 2,230 | $ | 4,487 | $ | 1,920 | |||||||||||||||||||
Stock-based compensation expense was based on the Black-Scholes option-pricing model assuming the following: | |||||||||||||||||||||||||||
Expected | |||||||||||||||||||||||||||
Risk-free | life of stock | Annual | |||||||||||||||||||||||||
Period* | interest rate | option | volatility | ||||||||||||||||||||||||
Year ended August 31, 2011 | 1.6 to 2.4% | 6 years | 88 to 116% | ||||||||||||||||||||||||
Year ended August 31, 2012 | 0.68 to 1.2% | 5 to 6 years | 121 to 125% | ||||||||||||||||||||||||
Four months ended December 31, 2012 | 0.68 to 0.7% | 5 years | 95% | ||||||||||||||||||||||||
Year ended December 31, 2013 | 0.71 to 1.51% | 5 years | 66 to 100% | ||||||||||||||||||||||||
* | Dividend rate is 0% for all periods presented. | ||||||||||||||||||||||||||
The compensation expense for stock-based compensation awards includes an estimate for forfeitures and is recognized over the requisite service period of the options, which is typically the period over which the options vest, using the straight-line method. | |||||||||||||||||||||||||||
The Company also recognizes as an expense the fair value of options granted to persons who are neither employees nor directors. The fair value of expensed options was based on the Black-Scholes option-pricing model assuming the same factors shown in the stock-based compensation expense table above. Stock-based compensation expense for consultants for the year ended December 31, 2013, the four months ended December 31, 2012 and the years ended August 31, 2012 and 2011, was $4, $9, $72 and $197, respectively. | |||||||||||||||||||||||||||
A summary of the activity in the 2010 Equity Incentive Plan, the 2006 Equity Compensation Plan, as amended, and the Company's other stock option plans, is as follows: | |||||||||||||||||||||||||||
Option shares | Weighted- | Weighted-average fair value of options granted | |||||||||||||||||||||||||
average exercise price | |||||||||||||||||||||||||||
Outstanding at December 31, 2012 | 7,791 | $ | 5.79 | 3.48 | |||||||||||||||||||||||
Granted | 1,187 | 9.21 | 5.33 | ||||||||||||||||||||||||
Exercised | (651 | ) | 3.8 | ||||||||||||||||||||||||
Canceled | (109 | ) | 34.89 | ||||||||||||||||||||||||
Outstanding at December 31, 2013 | 8,218 | 6.05 | 5.77 | ||||||||||||||||||||||||
The number of options outstanding, vested and expected to vest as of December 31, 2013 was 8,109 and the weighted-average remaining contractual life was 7.6 years. The aggregate intrinsic value and the weighted-average intrinsic value of stock options outstanding, vested and expected to vest as of December 31, 2013 was $71.8 million and $8.85 per option, respectively. The number of options outstanding, vested and expected to vest as of December 31, 2012 was 7,644 and the weighted-average remaining contractual life was 8.21 years. The aggregate intrinsic value and the weighted-average intrinsic value of stock options outstanding, vested and expected to vest as of December 31, 2012 was $10.3 million and $1.34 per option, respectively. | |||||||||||||||||||||||||||
As of December 31, 2013, the options outstanding under all of the Company's stock option plans consisted of the following (in thousands, except per share data): | |||||||||||||||||||||||||||
Options outstanding | |||||||||||||||||||||||||||
Options vested and exercisable | |||||||||||||||||||||||||||
Range of exercise prices | Number of options outstanding | Weighted- average remaining contractual life | Weighted- average exercise price | Number of options exercisable | Weighted-average remaining contractual life | Weighted-average exercise price | |||||||||||||||||||||
($) | (#) | (years) | ($) | (#) | (years) | ($) | |||||||||||||||||||||
$ | 0 to $3.00 | 1,174 | 5.06 | 2.65 | 1,069 | 4.89 | $ | 2.62 | |||||||||||||||||||
$ | 3.01 to $4.00 | 1,613 | 6.9 | 3.51 | 1,471 | 6.87 | 3.52 | ||||||||||||||||||||
$ | 4.01 to $5.00 | 296 | 7.87 | 4.79 | 138 | 6.81 | 4.74 | ||||||||||||||||||||
$ | 5.01 to $6.00 | 3,917 | 8.23 | 5.29 | 1,935 | 8.12 | 5.26 | ||||||||||||||||||||
$ | 6.01 to $7.00 | 487 | 8.74 | 6.45 | 138 | 8.48 | 6.46 | ||||||||||||||||||||
$ | 7.01 to $8.00 | 165 | 9.03 | 7.69 | 29 | 8.78 | 7.7 | ||||||||||||||||||||
$ | 8.01 to $965.00 | 566 | 9.26 | 25.49 | 36 | 2.17 | 217.52 | ||||||||||||||||||||
8,218 | 7.62 | 6.05 | 4,816 | 6.95 | 5.77 | ||||||||||||||||||||||
The aggregate intrinsic value of stock options outstanding as of December 31, 2013 was $72.5 million. The aggregate intrinsic value of stock options exercisable as of December 31, 2013 was $46.9 million. | |||||||||||||||||||||||||||
At December 31, 2013, the total unrecognized compensation cost was approximately $14.8 million. The weighted-average period over which it is expected to be recognized is approximately 2.64 years. | |||||||||||||||||||||||||||
For the year ended | For the four | For the year ended August 31, | |||||||||||||||||||||||||
months ended | |||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | 2012 | 2011 | ||||||||||||||||||||||||
(In thousands, except for per share data) | |||||||||||||||||||||||||||
Weighted-average fair value per share of options granted | $ | 5.33 | $ | 3.48 | $ | 3.37 | $ | 2.57 | |||||||||||||||||||
Aggregate intrinsic value of options exercised | 5,979 | 228 | 602 | 131 | |||||||||||||||||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
INCOME TAXES [Abstract] | ' | ||||||||||||||||||||||||||||||||
INCOME TAXES | ' | ||||||||||||||||||||||||||||||||
(9) INCOME TAXES | |||||||||||||||||||||||||||||||||
The Company had losses before income taxes for domestic and foreign operations as follows: | |||||||||||||||||||||||||||||||||
For the year ended | For the four months ended | For the year ended August 31, | |||||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||||||||||
(In thousands) | 2012 | 2011 | |||||||||||||||||||||||||||||||
Domestic | $ | 33,966 | $ | 12,510 | $ | 26,642 | $ | 37,415 | |||||||||||||||||||||||||
Foreign | 35,451 | 6,782 | 12,002 | (220 | ) | ||||||||||||||||||||||||||||
Loss before income taxes | $ | 69,417 | $ | 19,292 | $ | 38,644 | $ | 37,195 | |||||||||||||||||||||||||
The provision for income taxes differs from the amount estimated by applying the statutory federal income tax rate to loss before taxes as follows: | |||||||||||||||||||||||||||||||||
For the year ended | For the four month | ||||||||||||||||||||||||||||||||
(In thousands) | period ended | August 31, | |||||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | 2012 | 2011 | ||||||||||||||||||||||||||||||
Federal tax (benefit) at statutory rate | $ | (23,595 | ) | -34 | % | $ | (6,536 | ) | -34 | % | $ | (13,111 | ) | -34 | % | $ | (12,679 | ) | -34 | % | |||||||||||||
State tax (benefit) at statutory rate, net of federal tax benefit | 497 | 0.72 | (715 | ) | -3.72 | (1,069 | ) | -2.77 | (2,247 | ) | -6.03 | ||||||||||||||||||||||
Change in valuation allowance | 14,475 | 20.86 | 2,349 | 12.22 | 4,775 | 12.38 | 19,278 | 51.7 | |||||||||||||||||||||||||
Research and development credits | (10,354 | ) | -14.92 | 0 | 0 | (1,034 | ) | -2.68 | (1,831 | ) | -4.91 | ||||||||||||||||||||||
Fair market value of warrants | 3,654 | 5.27 | 505 | 2.62 | 1,079 | 2.8 | 5,543 | 14.86 | |||||||||||||||||||||||||
Qualified Therapeutic Discovery Project Grant income | 0 | 0 | 0 | 0 | 0 | 0 | (297 | ) | -0.8 | ||||||||||||||||||||||||
Intangible asset basis allocation | 0 | 0 | 1,670 | 8.69 | 2,952 | 7.66 | (8,633 | ) | -23.15 | ||||||||||||||||||||||||
Stock based compensation – ISO | 748 | 1.08 | 755 | 3.93 | 1,525 | 3.96 | 493 | 1.32 | |||||||||||||||||||||||||
Tax attributes not benefited | 4,215 | 6.07 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Foreign losses not benefited | 10,368 | 14.94 | 1,995 | 10.38 | 3,848 | 9.98 | 0 | 0 | |||||||||||||||||||||||||
Other | (8 | ) | -0.02 | (23 | ) | -0.12 | 1,035 | 2.67 | 373 | 1.01 | |||||||||||||||||||||||
Provision for income taxes | $ | 0 | 0 | % | $ | 0 | 0 | % | $ | 0 | 0 | % | $ | 0 | 0 | % | |||||||||||||||||
Deferred tax assets consist of the following as of December 31: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Deferred Tax Assets | |||||||||||||||||||||||||||||||||
Net operating loss carryforwards | $ | 18,797 | $ | 19,514 | |||||||||||||||||||||||||||||
Capitalized start-up costs | 11,256 | 11,160 | |||||||||||||||||||||||||||||||
Stock option expense | 1,909 | 425 | |||||||||||||||||||||||||||||||
Research credits | 19,281 | 7,970 | |||||||||||||||||||||||||||||||
Fixed assets and intangible assets | 4,813 | 3,786 | |||||||||||||||||||||||||||||||
Accruals | 1,224 | 330 | |||||||||||||||||||||||||||||||
Inventory | 186 | 0 | |||||||||||||||||||||||||||||||
Other | 65 | (50 | ) | ||||||||||||||||||||||||||||||
Valuation allowance | (57,531 | ) | (43,135 | ) | |||||||||||||||||||||||||||||
Deferred tax assets, net | $ | 0 | $ | 0 | |||||||||||||||||||||||||||||
As of December 31, 2013, the Company had net operating loss carryforwards for U.S. federal, U.S. state and foreign income tax purposes of approximately $38.3 million, $66.8 million and $10.7 million, respectively, which expire beginning after the year 2022, 2016 and 2021, respectively. As of December 31, 2013 the Company had federal and state research and development credits of $18.6 million and $1.1 million respectively. The federal credits expire beginning after the year 2026 and the state credits have no expiration. | |||||||||||||||||||||||||||||||||
As of December 31, 2013, the Company's net operating loss carryforwards for federal and state income tax purposes include approximately $1.5 million and $0.4 million on a gross basis, respectively, of losses attributable to stock option tax expense deductions. | |||||||||||||||||||||||||||||||||
The valuation allowance increased approximately $14.4 million during the period ending December 31, 2013, primarily as a result of current year losses and tax credits. | |||||||||||||||||||||||||||||||||
Utilization of the Company's net operating loss may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss before utilization. | |||||||||||||||||||||||||||||||||
The Company has analyzed its tax positions in all of the federal, state and foreign jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. | |||||||||||||||||||||||||||||||||
As of December 31, 2013, the Company had no unrecognized tax benefits and has recorded no liability related to uncertain tax positions. The Company did not record a change in its unrecorded tax benefits during the year ended December 31, 2013, and expects no change in its unrecorded tax benefits in the next 12 months. | |||||||||||||||||||||||||||||||||
Due to net operating loss and research credit carryforwards, substantially all of the Company's tax years, from 2001 through 2013, remain open to U.S. federal and state tax examinations. | |||||||||||||||||||||||||||||||||
The Company is not aware of any pending income tax audits. Significant components of the Company's deferred tax assets for income tax purposes are net operating loss carryforwards, capitalized start-up costs, and stock-based compensation and research credits. Due to the Company's lack of earning history, any deferred assets recorded have been fully offset by a valuation reserve. | |||||||||||||||||||||||||||||||||
The Company's practice is to recognize interest and/or penalties related to income tax matters as a component of income tax expense. As of December 31, 2013, there were no accrued interest and penalties related to uncertain tax positions. |
ISSUANCE_OF_COMMON_STOCK
ISSUANCE OF COMMON STOCK | 12 Months Ended |
Dec. 31, 2013 | |
ISSUANCE OF COMMON STOCK [Abstract] | ' |
ISSUANCE OF COMMON STOCK | ' |
(10) ISSUANCE OF COMMON STOCK | |
As of December 31, 2013, there were 61,615 shares of the Company's common stock outstanding. | |
ISSUANCES OF COMMON STOCK AND WARRANTS IN CONNECTION WITH THE SALE OF UNITS IN A PRIVATE PLACEMENT | |
On August 21, 2009, Raptor entered into a securities purchase agreement pursuant to which the Company issued shares and warrants for aggregate gross proceeds of approximately $2.4 million. The warrants, which were exercisable for two years from the closing, entitled the investors to purchase, in the aggregate, up to 869 shares of Raptor's common stock and have an exercise price of either $2.57 until the first anniversary of issuance or $3.22 per share after the first anniversary of issuance. | |
In connection with the August 2009 private placement, the Company also issued warrants to its sole placement agent to compensate it for placing investors into the financing. The placement agent was issued a five-year warrant to purchase 130 shares of Raptor's common stock at an exercise price of $1.50 per share. | |
2009 MERGER AND NASDAQ LISTING | |
On September 29, 2009, the Company, formerly known as TorreyPines Therapeutics, Inc. ("TorreyPines") and Raptor Pharmaceutical Corp. ("RPC") completed a reverse merger. The Company changed its name to "Raptor Pharmaceutical Corp." and commenced trading on September 30, 2009 on the NASDAQ Capital Market under the ticker symbol "RPTP". Effective February 29, 2012, the Company's common stock commenced trading on the NASDAQ Global Market. In connection with the merger, the Company assumed all of the TorreyPines stock options and warrants outstanding at the time of the merger. The warrants are exercisable at $80.86 per share and expire on various dates through September 2015. | |
ISSUANCES OF COMMON STOCK AND WARRANTS IN CONNECTION WITH THE SALE OF UNITS IN A REGISTERED DIRECT OFFERING | |
On December 17, 2009, the Company entered into a Placement Agent Agreement (the "2009 Placement Agent"), pursuant to a registered direct offering (the "Direct Offering") of up to 3,748 units (the "Units"), consisting of (i) 3,748 shares of the Company's common stock, (ii) warrants to purchase an aggregate of up to 1,874 shares of the Company's common stock (and the shares of common stock issuable from time to time upon exercise of such warrants) (the "Series A Warrants"), and (iii) warrants to purchase an aggregate of up to 1,874 shares of the Company's common stock (and the shares of common stock issuable from time to time upon exercise of such warrants) (the "Series B Warrants," and collectively with the Series A Warrants, the "Investor Warrants"). | |
The Series A Warrants were exercisable during the period beginning one hundred eighty (180) days after the date of issue and ending on the fifth (5th) anniversary of the date of issue. The Series B Warrants were exercisable during the period beginning one hundred eighty (180) days after the date of issue and ending on the eighteen (18) month anniversary of the date of issue. The Investor Warrants have a per share exercise price of $2.45. Based on the underlying terms of the Investor Warrants and Placement Agent Warrants, these warrants are classified as a liability, as discussed further below in Note 11. | |
ISSUANCES OF COMMON STOCK IN CONNECTION WITH AN EQUITY LINE | |
On April 16, 2010, the Company signed a purchase agreement with Lincoln Park Capital Fund, LLC ("LPC"), together with a registration rights agreement, whereby LPC agreed to purchase up to $15.0 million of the Company's common stock over a 25 month period. | |
The purchase price of the shares issued to LPC under the purchase agreement was based on the prevailing market prices of the Company's shares at the time of sale without any fixed discount. The Company controlled the timing and amount of any sales of shares to LPC. LPC did not have the right or the obligation to purchase any shares of the Company's common stock on any business day that the purchase price of the Company's common stock was below $1.50 per share. | |
2010 PRIVATE PLACEMENT | |
On August 9, 2010, the Company entered into a securities purchase agreement for the private placement (the "2010 Private Placement") of the Company's common stock and warrants to purchase its common stock, at a purchase price of $3.075 per unit, with each unit comprised of one share of common stock and a warrant to purchase one share of common stock. Each warrant, exercisable for 5 years from August 12, 2010, has an exercise price of $3.075 per share. | |
2011 FOLLOW-ON PUBLIC OFFERING | |
On September 13, 2011, the Company closed an underwritten public offering of shares of the Company's common stock at a price to the public of $4.00 per share. The shares sold in the offering included 10.0 million shares of common stock plus an additional 1.5 million shares of common stock pursuant to the exercise by the underwriters of the over-allotment option the Company granted to them. Total gross proceeds to the Company in the offering (including in connection with the sale of the shares of common stock pursuant to the exercise of the over-allotment option) totaled $46.0 million, before underwriting discounts and commissions. The offering resulted in net proceeds to the Company of approximately $42.8 million after deduction of underwriting discounts of 6% and other offering expenses paid by the Company. | |
ISSUANCES OF COMMON STOCK IN CONNECTION WITH AN AT-THE-MARKET COMMON STOCK SALES PROGRAM | |
On April 30, 2012, the Company entered into an "At-the-Market" ("ATM") Sales Agreement, with Cowen and Company, LLC ("Cowen"), under which the Company may, at its discretion, sell its common stock with a sales value of up to a maximum of $40 million through ATM sales on the NASDAQ Stock Market. Cowen acts as sole sales agent for any sales made under the ATM for a 3% commission on gross proceeds. The common stock is being sold at prevailing market prices at the time of the sale of common stock, and, as a result, prices may vary. | |
On July 3, 2013, the Company and Cowen amended and restated the Sales Agreement (the "Amended and Restated Sales Agreement") to increase the aggregate gross sales proceeds that may be raised to $100 million. | |
Sales in the ATM offerings are being made pursuant to the prospectus supplement dated April 30, 2012, as amended by Amendment No. 2 dated July 3, 2013, which supplements the Company's prospectus dated February 3, 2012, filed as part of the shelf registration statement that was declared effective by the Securities and Exchange Commission ("SEC") on February 3, 2012. During the year ended December 31, 2013, the Company sold approximately 4.9 million shares under ATM offerings at a weighted-average selling price of $8.09 per share for proceeds of approximately $38.8 million after commissions. During the four month period ended December 31, 2012 and fiscal year ended August 31, 2012, the Company sold approximately 1.2 million shares and 1.5 million shares, respectively, at a weighted-average selling price of $5.10 and $5.34 per share, respectively, for net proceeds of approximately $7.4 million and $6.0 million, net of commissions, respectively. As of December 31, 2013, the Company had approximately $46.2 million remaining available under the ATM for future sales of the Company's common stock. |
WARRANTS
WARRANTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
WARRANTS [Abstract] | ' | ||||||||||||||||
WARRANTS | ' | ||||||||||||||||
(11) WARRANTS | |||||||||||||||||
The table reflects the number of common stock warrants outstanding as of December 31, 2013: | |||||||||||||||||
Number of shares | Exercise price | Expiration date | |||||||||||||||
exercisable | |||||||||||||||||
Issued in connection with Encode merger | 233 | $ | 2.87 | 12/13/15 | |||||||||||||
Issued to placement agents in August 2009 | 30 | $ | 1.5 | 8/21/14 | |||||||||||||
TorreyPines warrants assumed in 2009 Merger | 4 | $ | 80.86 | * | 9/26/15 | ||||||||||||
Issued to registered direct investors in December 2009 | 12 | $ | 2.45 | 12/22/14 | |||||||||||||
Issued to private placement investors in August 2010 | 569 | $ | 3.075 | 8/12/15 | |||||||||||||
Issued to placement agent in August 2010 | 98 | $ | 3.075 | 8/12/15 | |||||||||||||
Total warrants outstanding | 946 | $ | 3.03 | * | |||||||||||||
* | Weighted-average exercise price | ||||||||||||||||
The warrants issued by the Company in the August 2010 private placement and the December 2009 equity financing contain a conditional obligation that may require the Company to transfer assets to repurchase the warrants upon the occurrence of potential future events. Under ASC 480, a financial instrument that may require the issuer to settle the obligation by transferring assets is classified as a liability. Therefore, the Company has classified the warrants from both financings as liabilities and marks them to fair value at each period end. | |||||||||||||||||
A Black-Scholes option-pricing model was used to obtain the fair value of the warrants issued in the December 2009 and August 2010 equity financings using the following assumptions at December 31, 2013 and December 31, 2012: | |||||||||||||||||
August 2010 private placement | |||||||||||||||||
December 2009 equity financing | Investors and placement agent | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | 31-Dec-13 | 31-Dec-12 | ||||||||||||||
Fair value ($ millions) | $ | 0.1 | $ | 2.6 | $ | 6.9 | $ | 13.8 | |||||||||
Black-Scholes inputs: | |||||||||||||||||
Stock price | $ | 13.02 | $ | 5.85 | $ | 13.02 | $ | 5.85 | |||||||||
Exercise price | $ | 2.45 | $ | 2.45 | $ | 3.075 | $ | 3.075 | |||||||||
Risk free interest rate | 0 | % | 0.25 | % | 0 | % | 0.31 | % | |||||||||
Volatility | 95 | % | 100 | % | 95 | % | 112 | % | |||||||||
Expected term (years) | 1 | 2 | 1.75 | 2.5 | |||||||||||||
Dividend | 0 | 0 | 0 | 0 | |||||||||||||
For the year ended December 31, 2013, the four months ended December 31, 2012 and the fiscal years ended August 31, 2012 and 2011, the Company recorded losses of approximately $10.7 million, $1.5 million, $3.2 million and $16.3 million, respectively, in its consolidated statements of operations and comprehensive loss from changes in the fair values of warrants. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(12) COMMITMENTS AND CONTINGENCIES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CONTRACTUAL OBLIGATIONS WITH UCSD RELATING TO THE ACQUISITION OF THE DR CYSTEAMINE (RP103) LICENSE | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pursuant to the license agreement with UCSD, the Company is obligated to pay an annual maintenance fee until the commencement of commercial sales of any licensed products developed. The Company is also obligated to pay milestone payments upon the occurrence of certain events, royalties on net sales from products developed pursuant to the license agreement and a percentage of sublicense fees or royalties, if any The Company is obligated to fulfill predetermined milestones within a specified number of years from the effective date of the license agreement, depending on the indication. Cumulatively, the Company has expensed $910 in milestone payments to UCSD based upon the initiation of clinical trials in cystinosis, Huntington's disease and NASH and on regulatory filings in cystinosis. To the extent that the Company fails to perform any of its obligations under the license agreement, then UCSD may terminate the license or otherwise cause the license to become non-exclusive. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LEASES | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
On April 25, 2013, the Company executed a seven-year lease for its corporate office facilities in Novato, California. The Company took occupancy of such facilities at the end of June 2013. For the period June 2013 through May 2014, the Company is obligated to make lease payments of $19,460 per month. On June 10, 2013, the Company amended the lease to add space to accommodate its research laboratory. The Company is obligated to make additional lease payments of $1,870 per month for the period June 2013 through May 2014 under this amendment. Under the lease, the Company will relocate to an adjacent facility when it becomes available approximately mid-2014. In conjunction with the move, excluding certain operating expenses and taxes, the initial base rent will increase to $71,275 per month and is subject to annual increases. The Company records such rent on a straight-line basis. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Rent expense for the Company's current and previous facilities was approximately $0.6 million, $0.1 million, $0.2 million and $0.2 million for the year ended December 31, 2013, the four months ended December 31, 2012 and the fiscal years ended August 31, 2012 and 2011, respectively. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company is also subject to contingent payments related to various development activities which are primarily due upon the achievement of certain development and commercial milestones. The Company maintains several contracts with suppliers, contract manufacturers, research organizations, clinical organizations, drug labelers and distributors and clinical sites, primarily to assist with clinical research, clinical and commercial manufacturing and distribution of PROCYSBI and clinical manufacturing of drug product for the Company's HD and NAFLD clinical collaborations. The future commitments pursuant to these agreements are included in the table below as research and development and purchase commitments. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company has contractual obligations as of December 31, 2013, which are presented in the table below: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments due by period | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal | $ | 0 | $ | 7,500 | $ | 10,000 | $ | 10,000 | $ | 10,000 | $ | 12,500 | $ | 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Capital lease obligations | 18 | 18 | 18 | 8 | 0 | 0 | 62 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Operating lease obligations | 710 | 673 | 894 | 920 | 948 | 2,497 | 6,642 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development and purchase commitments | 7,902 | 3,222 | 261 | 70 | 70 | 180 | 11,705 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 8,630 | $ | 11,413 | $ | 11,173 | $ | 10,998 | $ | 11,018 | $ | 15,177 | $ | 68,409 | |||||||||||||||||||||||||||||||||||||||||||
QUALIFYING_THERAPEUTIC_DISCOVE
QUALIFYING THERAPEUTIC DISCOVERY PROJECT GRANT | 12 Months Ended |
Dec. 31, 2013 | |
QUALIFYING THERAPEUTIC DISCOVERY PROJECT GRANT [Abstract] | ' |
QUALIFYING THERAPEUTIC DISCOVERY PROJECT GRANT | ' |
(13) QUALIFYING THERAPEUTIC DISCOVERY PROJECT GRANT | |
In October 2010, the Company was awarded a tax grant under the U.S. Government's Qualifying Therapeutic Discovery Project for five of its research programs including its cystinosis, Huntington's disease and NASH clinical programs and its HepTide™ and WntTide™ preclinical cancer research programs. The Company was granted an aggregate of approximately $1.1 million for all five programs of which, as of August 31, 2011, it had received approximately $0.9 million. The Company recorded the $0.8 million of proceeds as a contra-research and development expense during the first two quarters of fiscal year 2011. During the fiscal year ended August 31, 2012, the Company received approximately $162 pursuant to the government program funding guidelines and the remaining balance of approximately $36 was drawn but was returned to the government in March 2012 along with an additional $28 as recapture tax because the Company had not incurred the amount originally estimated as qualified expenses for its WntTide™ program, which was the basis for the program funding. The Company recorded the contra-expense upon receipt of the grant proceeds. |
QUARTERLY_RESULTS_OF_OPERATION
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) [Abstract] | ' | ||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | ' | ||||||||||||||||
(14) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | |||||||||||||||||
The following table presents selected unaudited quarterly results of operations in conjunction with the consolidated financial statements and related notes contained elsewhere in this Annual Report on Form 10-K. These unaudited results were prepared on the same basis as the Company's audited consolidated financial statements. The Company's quarterly operating results have fluctuated in the past and may continue to do so in the future as a result of a number of factors, including, but not limited to, the timing and amounts of its revenues and the timing and nature of research and development activities. | |||||||||||||||||
(In millions, except per share data, unaudited) | |||||||||||||||||
Quarterly Data 2013: | 31-Mar-13 | 30-Jun-13 | 30-Sep-13 | 31-Dec-13 | |||||||||||||
Net sales | $ | 0 | $ | 0 | $ | 6.7 | $ | 10.2 | |||||||||
Net loss | $ | (15.9 | ) | $ | (24.1 | ) | $ | (17.3 | ) | $ | (12.1 | ) | |||||
Net loss per share, basic and diluted | $ | (0.30 | ) | $ | (0.43 | ) | $ | (0.29 | ) | $ | (0.20 | ) | |||||
Quarterly Data for the Four Months Ended December 31, 2012: | November 30, 2012 (1) | ||||||||||||||||
Net loss | $ | (13.4 | ) | ||||||||||||||
Net loss per share, basic and diluted | $ | (0.26 | ) | ||||||||||||||
Quarterly Data 2012: | November | February | May | August | |||||||||||||
30, 2011 | 29, 2012 | 31, 2012 | 31, 2012 | ||||||||||||||
Net loss | $ | (11.4 | ) | $ | (14.0 | ) | $ | (3.0 | ) | $ | (10.2 | ) | |||||
Net loss per share, basic and diluted | $ | (0.25 | ) | $ | (0.29 | ) | $ | (0.06 | ) | $ | (0.21 | ) | |||||
Quarterly Data 2011: | November | February | May | August | |||||||||||||
30, 2010 | 28, 2011 | 31, 2011 | 31, 2011 | ||||||||||||||
Net loss | $ | (10.1 | ) | $ | (3.0 | ) | $ | (20.3 | ) | $ | (3.8 | ) | |||||
Net loss per share, basic and diluted | $ | (0.33 | ) | $ | (0.09 | ) | $ | (0.62 | ) | $ | (0.11 | ) | |||||
-1 | The Company changed its fiscal year end to December; the four month transition period included one quarterly report on Form 10-Q for the three months ended November 30, 2012. |
Schedule_II_VALUATION_AND_QUAL
Schedule II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Schedule II: VALUATION AND QUALIFYING ACCOUNTS | ' | ||||||||||||||||
Schedule II: VALUATION AND QUALIFYING ACCOUNTS | ' | ||||||||||||||||
RAPTOR PHARMACEUTICAL CORP. | |||||||||||||||||
Schedule II: Valuation and Qualifying Accounts | |||||||||||||||||
(in millions) | |||||||||||||||||
Valuation allowance for | Balance at beginning of year | Additions charged to expenses/other accounts | Net (deductions) recoveries | Balance at | |||||||||||||
deferred tax assets | end of year | ||||||||||||||||
2013 | $ | 43 | $ | 15 | $ | 0 | $ | 58 | |||||||||
Four months ended December 31, 2012 | $ | 41 | $ | 2 | $ | 0 | $ | 43 | |||||||||
2012 | $ | 36 | $ | 5 | $ | 0 | $ | 41 | |||||||||
2011 | $ | 17 | $ | 19 | $ | 0 | $ | 36 | |||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||||||||||
Use of Estimates | ' | ||||||||||
Use of Estimates | |||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||
Functional Currency | ' | ||||||||||
Functional Currency | |||||||||||
The Company's consolidated functional currency is the U.S. dollar. Raptor Pharmaceuticals Europe B.V. ("BV"), Raptor Pharmaceuticals France SAS ("SAS"), Raptor Pharmaceuticals Germany GmbH ("GMBH") and RPTP European Holdings C.V. ("CV"), the Company's Dutch subsidiary, French subsidiary, German Subsidiary and Cayman-based subsidiary, respectively, use the European Euro as their functional currency. At each quarter end, each foreign subsidiary's balance sheets are translated into U.S. dollars based upon the quarter-end exchange rate, while their statements of operations and comprehensive loss are translated into U.S. dollars based upon an average exchange rate during the period. | |||||||||||
Revenue Recognition and Accounts Receivable | ' | ||||||||||
Revenue Recognition and Accounts Receivable | |||||||||||
The Company recognizes revenue in accordance with the FASB ASC 605, Revenue Recognition, when the following criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred and risk of loss has passed; the seller's price to the buyer is fixed or determinable and collectability is reasonably assured. The Company determines that persuasive evidence of an arrangement exists based on written contracts that define the terms of the arrangements. Pursuant to the contract terms, the Company determines when title to products and associated risk of loss has passed onto the customer. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Company assesses collectability based primarily on the customer's payment history and creditworthiness. | |||||||||||
PROCYSBI is currently only available for distribution from the Company's U.S. specialty pharmacy partner, the Accredo Health Group, Inc., or Accredo, which is currently the Company's only customer and ships directly to patients. The Company's distributor in the EU will be the Almac Group, Ltd. for the commercial launch in the EU anticipated to occur in the first half of 2014. PROCYSBI is not available in retail pharmacies. Prior authorization of coverage level by patients' private insurance plans, Raptor's patient assistance program ("PAP") or government payors is a prerequisite to the shipment of PROCYSBI to patients. Revenue is recognized once the product has been shipped by the specialty pharmacy to patients because at this time, the Company is unable to reasonably estimate rebate percentages based upon its lack of sufficient historical data. Billings to the Company's distributor in advance of product shipment and delivery by the specialty pharmacy to patients are recorded as deferred revenue by the Company until such shipments to patients occur. | |||||||||||
The Company records revenue net of expected discounts, distributor fees, returns and rebates, including those paid to Medicare and Medicaid in the U.S. Allowances are recorded as a reduction of revenue at the time product sales are recognized. Allowances for government rebates and discounts are established based on the actual payor information, which is known at the time of shipment to patients, and the government mandated discount rates applicable to government-funded programs. The allowances are adjusted to reflect known changes in the factors that may impact such allowances in the quarter the changes are known. | |||||||||||
Trade accounts receivable are recorded net of product sales allowances for prompt-payment discounts and chargebacks. Estimates for chargebacks and prompt-payment discounts are based on contractual terms and the Company's expectations regarding the utilization rates. | |||||||||||
Inventories and Cost of Sales | ' | ||||||||||
Inventories and Cost of Sales | |||||||||||
Inventories are stated at the lower of cost or market price, with cost determined on a first-in, first-out basis. Inventories are reviewed periodically to identify slow-moving inventory based on sales activity, both projected and historical, as well as product shelf-life. Prior to the approval of PROCYSBI by the FDA on April 30, 2013 and in Europe, prior to EMA approval on September 6, 2013, the Company recorded the purchase of raw materials and the manufacturing costs relating to PROCYSBI as research and development expense. Subsequent to approval, the Company began capitalizing these costs as commercial inventory. On December 31, 2013, net inventories were approximately $3.0 million, which consisted of $2.6 million of raw materials and $0.4 million of finished goods. Upon launching PROCYSBI in mid-June 2013, the Company began recognizing cost of sales. Cost of sales includes the cost of inventory sold or reserved, manufacturing and supply chain costs, product shipping and handling costs, amortization of licensing approval milestone payments and licensing royalties payable to the University of California, San Diego ("UCSD"). | |||||||||||
Fair Value of Financial Instruments [Policy Text Block] | ' | ||||||||||
Fair Value of Financial Instruments | |||||||||||
The carrying amounts of certain of the Company's financial instruments including cash equivalents, restricted cash, accounts payable, accrued liabilities, note payable and capital lease liability approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates. The warrant liability is carried at fair value, which is determined using the Black-Scholes option valuation model at the end of each reporting period. | |||||||||||
Cash and Cash Equivalents | ' | ||||||||||
Cash and Cash Equivalents | |||||||||||
The Company considers all highly liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalents, which consist principally of money market funds with high credit quality financial institutions. Such amounts exceed Federal Deposit Insurance Corporation insurance limits. Restricted cash represents compensating balances required by the Company's U.S. and European banks as collateral for credit cards. As of December 31, 2013, the Company had $83.1 million in cash and cash equivalents, of which $4.2 million was held by its foreign subsidiaries. | |||||||||||
Short-term Investments | ' | ||||||||||
Short-term Investments | |||||||||||
The Company invests in short-term investments in high credit-quality funds in order to obtain higher yields on its idle cash. Short-term investments consisted of a short-term duration government fund in the amount of $22.1 million at December 31, 2012. Such investments were not insured by the Federal Deposit Insurance Corporation. The Company completed an evaluation of its investments and determined that it did not have any other-than-temporary impairments as of December 31, 2012. The Company did not hold investments as of December 31, 2013. | |||||||||||
Prepaid expenses and other | ' | ||||||||||
Prepaid Expenses and Other | |||||||||||
Prepaid expenses consists primarily of advance vendor payments which will be expensed within one year from the balance sheet date, including $1.0 million prepaid to the National Institute of Diabetes and Digestive and Kidney Diseases, or NIDDK, which is part of the National Institutes of Health. Such amounts relate to a clinical trial being conducted under a Cooperative Research and Development Agreement, or CRADA, with the NIDDK, and are being recorded to research and development expense over the estimated term of the trial. Future payments due under the CRADA are included in the commitments table under research and development and purchase commitments in Note 12. | |||||||||||
Deferred Offering Costs | ' | ||||||||||
Deferred Offering Costs | |||||||||||
Deferred offering costs represent expenses incurred to raise equity capital related to financing transactions which have not yet been completed as of the balance sheet dates. | |||||||||||
Note Payable and Debt Issuance Costs | ' | ||||||||||
Note Payable and Debt Issuance Costs | |||||||||||
Note payable consists of the Company's loan agreement with HealthCare Royalty Partners II, L.P. ("HC Royalty"), as lender, under which Raptor borrowed $50.0 million in two $25.0 million tranches received in December 2012 and May 2013. The loan bears interest at an annual fixed rate of 10.75% of outstanding principal and includes a synthetic royalty component based on net product sales, including PROCYSBI, in a calendar year. The fixed and royalty interest are recognized as interest expense as incurred. Debt issuance costs, which were capitalized and included in other long-term assets, are being amortized over the life of the loan to interest expense using the effective interest method. | |||||||||||
Intangible Assets | ' | ||||||||||
Intangible Assets | |||||||||||
Intangible assets primarily include the intellectual property and other rights relating to DR Cysteamine (currently developed as RP103) and to an out-license acquired in a 2009 merger. The intangible assets related to RP103 are amortized using the straight-line method over the estimated useful life of 20 years, which is the life of the intellectual property patents. The 20-year estimated useful life is also based upon the typical development, approval, marketing and life cycle management timelines of pharmaceutical drug products. | |||||||||||
Fixed Assets | ' | ||||||||||
Fixed Assets | |||||||||||
Fixed assets, which mainly consist of leasehold improvements, office furniture, lab equipment and computer hardware and software, are stated at cost. Depreciation is computed using the straight-line method over the related estimated useful lives, except for leasehold improvements and capital lease equipment, which are depreciated over the shorter of the useful life of the asset or the lease term. Significant additions and improvements that have useful lives estimated at greater than one year are capitalized, while repairs and maintenance are charged to expense as incurred. | |||||||||||
Segment Information | ' | ||||||||||
Segment Information | |||||||||||
The Company has determined that it operates in only one segment, as it only reports profit and loss information on an aggregate basis to its chief operating decision maker. The Company's long-lived assets maintained outside the U.S. are not material. | |||||||||||
Impairment of Goodwill and Intangible Assets | ' | ||||||||||
Impairment of Goodwill and Intangible Assets | |||||||||||
Goodwill represents the excess of the purchase price over the fair value of tangible and identified intangible net assets of businesses acquired. Goodwill is not amortized, but is evaluated for impairment on an annual basis or more often when impairment indicators are present. The Company has one reporting unit. Therefore, the Company's consolidated net assets, including existing goodwill and other intangible assets, are considered to be the carrying value of the reporting unit. If the carrying value of the reporting unit is in excess of its fair value, an impairment may exist, and the Company must perform the second step of the analysis, in which the implied fair value of the goodwill is compared to its carrying value to determine the impairment charge, if any. If the estimated fair value of the reporting unit exceeds the carrying value of the reporting unit, goodwill is not impaired and no further analysis is required. | |||||||||||
The Company makes judgments about the recoverability of purchased intangible assets with finite lives whenever events or changes in circumstances indicate that impairment may exist. Recoverability of purchased intangible assets with finite lives is measured by comparing the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. Impairment, if any, is measured as the amount by which the carrying value exceeds the fair value of the impaired asset. | |||||||||||
Common Stock Warrant Liabilities | ' | ||||||||||
Common Stock Warrant Liabilities | |||||||||||
The Company issued warrants that contain conditional obligations that may require the Company to transfer cash to settle the warrants upon the occurrence of certain fundamental transactions. Therefore, the Company has classified the warrants as liabilities. The Company re-measures the liability at the end of every reporting period with the change in value reported in the Company's consolidated statements of operations and comprehensive loss. At the exercise date, the fair values of these warrants are re-measured and reclassified to equity. | |||||||||||
Research and Development | ' | ||||||||||
Research and Development | |||||||||||
Research and development costs are charged to expense as incurred. Research and development expenses primarily include salaries and benefits for medical, clinical and regulatory personnel, preclinical studies, clinical trials and commercial drug manufacturing expenses prior to obtaining marketing approval. | |||||||||||
Advertising Expenses | ' | ||||||||||
Advertising Expenses | |||||||||||
The Company expenses advertising costs, including promotional expenses, as incurred. For the year ended December 31, 2013, the four months ended December 31, 2012 and the fiscal year ended August 31, 2012, advertising expenses were $3.7 million, $1.3 million and $0.6 million, respectively. The Company did not incur any advertising expenses for the fiscal year ended August 31, 2011. | |||||||||||
Net Loss per Share | ' | ||||||||||
Net Loss per Share | |||||||||||
Net loss per share is calculated by dividing net loss by the weighted-average shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average shares of common stock outstanding and potential shares of common stock during the period. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted net loss per share as their effect is anti-dilutive. Potentially dilutive securities include: | |||||||||||
December 31, | 31-Aug | ||||||||||
2013 | 2012 | 2012 | 2011 | ||||||||
Warrants to purchase common stock | 946 | 4,563 | 5,188 | 7,019 | |||||||
Options to purchase common stock | 8,218 | 7,791 | 6,125 | 3,581 | |||||||
Total potentially dilutive securities | 9,164 | 12,354 | 11,313 | 10,600 | |||||||
Net loss per share, basic and diluted, was $(1.20), $(0.37), $(0.80) and $(1.15) for the year ended December 31, 2013, the four months ended December 31, 2012 and for the fiscal years ended August 31, 2012 and 2011, respectively. | |||||||||||
Comprehensive Loss | ' | ||||||||||
Comprehensive Loss | |||||||||||
The components of comprehensive loss include net loss and foreign currency translation adjustments. | |||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | |||||||||||
Income taxes are recorded under the liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Based on the weight of available evidence, including cumulative losses since inception and expected future losses, the Company has determined that it is more likely than not that the deferred tax asset amount will not be realized and therefore a full valuation allowance has been provided on the Company's net deferred tax assets. | |||||||||||
The Company identifies uncertain tax positions and discloses any potential tax liability on their financial statements. The Company recognizes interest and/or penalties related to income tax matters as a component of income tax expense. As of December 31, 2013, there was no accrued interest and penalties related to uncertain tax positions. | |||||||||||
The Company files U.S. Federal, California, various other state income and other tax returns and various foreign country income tax returns. The Company is currently not subject to any income tax examinations. Due to the Company's net operating losses ("NOLs"), generally all tax years remain open. | |||||||||||
Stock Option Plan | ' | ||||||||||
Stock Option Plan | |||||||||||
Compensation cost related to the Company's stock option plans is measured at the grant date based on the fair value of the equity instruments awarded and is recognized over the period during which an employee is required to provide service in exchange for the award, or the requisite service period, which is usually the vesting period. The Company recognizes expense associated with stock options issued to third parties, including consultants based upon the fair value of such awards on the date the options vest. | |||||||||||
Reclassifications | ' | ||||||||||
Reclassifications | |||||||||||
Certain amounts previously reported under specific financial statement captions have been reclassified to be consistent with the current period presentation. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||||||||||
Potentially dilutive securities | ' | ||||||||||
Net loss per share is calculated by dividing net loss by the weighted-average shares of common stock outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average shares of common stock outstanding and potential shares of common stock during the period. For all periods presented, potentially dilutive securities are excluded from the computation of fully diluted net loss per share as their effect is anti-dilutive. Potentially dilutive securities include: | |||||||||||
December 31, | 31-Aug | ||||||||||
2013 | 2012 | 2012 | 2011 | ||||||||
Warrants to purchase common stock | 946 | 4,563 | 5,188 | 7,019 | |||||||
Options to purchase common stock | 8,218 | 7,791 | 6,125 | 3,581 | |||||||
Total potentially dilutive securities | 9,164 | 12,354 | 11,313 | 10,600 |
INTANGIBLE_ASSETS_AND_GOODWILL1
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
INTANGIBLE ASSETS AND GOODWILL [Abstract] | ' | ||||||||||||
Summary of intangibles acquired | ' | ||||||||||||
A summary of intangibles acquired is as follows: | |||||||||||||
Useful Life | December 31, | ||||||||||||
(years) | 2013 | 2012 | |||||||||||
Intangible asset (IP license for RP103) related to the Encode merger | 20 | $ | 2,620 | $ | 2,620 | ||||||||
Intangible assets (UCSD license FDA and EC approval milestones) | 20 | 1,250 | 0 | ||||||||||
Other intangible assets | 16 | 240 | 240 | ||||||||||
Total intangible assets | 19.8 | 4,110 | 2,860 | ||||||||||
Less accumulated amortization | (897 | ) | (704 | ) | |||||||||
Intangible assets, net | $ | 3,213 | $ | 2,156 | |||||||||
Amortization expense for intangible assets | ' | ||||||||||||
Amortization expense for intangible assets for each of the next five years is as follows: | |||||||||||||
Year ending December 31, | Amortization expense | ||||||||||||
2014 | $ | 238 | |||||||||||
2015 | 238 | ||||||||||||
2016 | 238 | ||||||||||||
2017 | 238 | ||||||||||||
2018 | 238 |
FIXED_ASSETS_Tables
FIXED ASSETS (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
FIXED ASSETS [Abstract] | ' | |||||||||
Fixed assets | ' | |||||||||
Fixed assets consisted of: | ||||||||||
December 31, | ||||||||||
Category | 2013 | 2012 | Estimated useful lives | |||||||
Leasehold improvements | $ | 0 | $ | 146 | Shorter of life of asset or lease term | |||||
Office furniture | 605 | 35 | 7 years | |||||||
Laboratory equipment | 1,132 | 593 | 5 years | |||||||
Manufacturing equipment | 102 | 0 | 5 years | |||||||
Computer hardware and software | 578 | 204 | 3 years | |||||||
Capital lease equipment | 68 | 27 | Shorter of life of asset or lease term | |||||||
Total at cost | 2,485 | 1,005 | ||||||||
Less: accumulated depreciation | (675 | ) | (589 | ) | ||||||
Total fixed assets, net | $ | 1,810 | $ | 416 | ||||||
FAIR_VALUE_MEASUREMENT_Tables
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
FAIR VALUE MEASUREMENT [Abstract] | ' | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each reporting period. Assets and liabilities measured at fair value on a recurring basis at December 31, 2013 and December 31, 2012 are summarized as follows: | |||||||||||||||||
Assets | Level 1 | Level 2 | Level 3 | 31-Dec-13 | |||||||||||||
Cash equivalents | $ | 70,627 | $ | 0 | $ | 0 | $ | 70,627 | |||||||||
Total | $ | 70,627 | $ | 0 | $ | 0 | $ | 70,627 | |||||||||
Liabilities | |||||||||||||||||
Common stock warrants | $ | 0 | $ | 0 | $ | 7,066 | $ | 7,066 | |||||||||
Total | $ | 0 | $ | 0 | $ | 7,066 | $ | 7,066 | |||||||||
Assets | Level 1 | Level 2 | Level 3 | 31-Dec-12 | |||||||||||||
Cash equivalents | $ | 35,069 | $ | 0 | $ | 0 | $ | 35,069 | |||||||||
Short-term investments | 22,096 | 0 | 0 | 22,096 | |||||||||||||
Total | $ | 57,165 | $ | 0 | $ | 0 | $ | 57,165 | |||||||||
Liabilities | |||||||||||||||||
Common stock warrants | $ | 0 | $ | 0 | $ | 16,405 | $ | 16,405 | |||||||||
Total | $ | 0 | $ | 0 | $ | 16,405 | $ | 16,405 | |||||||||
Activity of the warrant liabilities | ' | ||||||||||||||||
The following table presents a reconciliation of the Company's recurring fair value measurements categorized within level three of the fair value hierarchy (common stock warrants): | |||||||||||||||||
Fair value as of September 1, 2012 | $ | 17,266 | |||||||||||||||
Change in fair value recognized in earnings | 1,484 | ||||||||||||||||
Exercises | (2,345 | ) | |||||||||||||||
Fair value as of December 31, 2012 | 16,405 | ||||||||||||||||
Change in fair value recognized in earnings | 10,747 | ||||||||||||||||
Exercises | (20,086 | ) | |||||||||||||||
Fair value as of December 31, 2013 | $ | 7,066 |
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
ACCRUED LIABILITIES [Abstract] | ' | ||||||||
Accrued liabilities | ' | ||||||||
Accrued liabilities consisted of: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Clinical trial and related costs | $ | 1,661 | $ | 641 | |||||
Personnel-related costs | 4,443 | 1,244 | |||||||
Rebates and other sales deductions | 2,325 | 0 | |||||||
Royalty based interest payable | 1,255 | 0 | |||||||
License royalty payable | 564 | 0 | |||||||
Other | 2,519 | 265 | |||||||
Total accrued liabilities | $ | 12,767 | $ | 2,150 |
STOCK_OPTION_PLANS_Tables
STOCK OPTION PLANS (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||
STOCK OPTION PLANS [Abstract] | ' | ||||||||||||||||||||||||||
Stock-based compensation expense | ' | ||||||||||||||||||||||||||
The Company recorded employee stock-based compensation expense as follows: | |||||||||||||||||||||||||||
For the year ended | For the four | ||||||||||||||||||||||||||
months ended | For the year ended August 31, | ||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | 2012 | 2011 | ||||||||||||||||||||||||
Research and development | $ | 1,546 | $ | 453 | $ | 926 | $ | 421 | |||||||||||||||||||
Selling, general and administrative | 5,480 | 1,777 | 3,561 | 1,499 | |||||||||||||||||||||||
Total stock-based compensation expense | $ | 7,026 | $ | 2,230 | $ | 4,487 | $ | 1,920 | |||||||||||||||||||
Black-Scholes option-pricing model assumptions | ' | ||||||||||||||||||||||||||
Stock-based compensation expense was based on the Black-Scholes option-pricing model assuming the following: | |||||||||||||||||||||||||||
Expected | |||||||||||||||||||||||||||
Risk-free | life of stock | Annual | |||||||||||||||||||||||||
Period* | interest rate | option | volatility | ||||||||||||||||||||||||
Year ended August 31, 2011 | 1.6 to 2.4% | 6 years | 88 to 116% | ||||||||||||||||||||||||
Year ended August 31, 2012 | 0.68 to 1.2% | 5 to 6 years | 121 to 125% | ||||||||||||||||||||||||
Four months ended December 31, 2012 | 0.68 to 0.7% | 5 years | 95% | ||||||||||||||||||||||||
Year ended December 31, 2013 | 0.71 to 1.51% | 5 years | 66 to 100% | ||||||||||||||||||||||||
* | Dividend rate is 0% for all periods presented. | ||||||||||||||||||||||||||
Summary of the activity in stock option plan | ' | ||||||||||||||||||||||||||
A summary of the activity in the 2010 Equity Incentive Plan, the 2006 Equity Compensation Plan, as amended, and the Company's other stock option plans, is as follows: | |||||||||||||||||||||||||||
Option shares | Weighted- | Weighted-average fair value of options granted | |||||||||||||||||||||||||
average exercise price | |||||||||||||||||||||||||||
Outstanding at December 31, 2012 | 7,791 | $ | 5.79 | 3.48 | |||||||||||||||||||||||
Granted | 1,187 | 9.21 | 5.33 | ||||||||||||||||||||||||
Exercised | (651 | ) | 3.8 | ||||||||||||||||||||||||
Canceled | (109 | ) | 34.89 | ||||||||||||||||||||||||
Outstanding at December 31, 2013 | 8,218 | 6.05 | 5.77 | ||||||||||||||||||||||||
Options outstanding under all of the entity's stock option plans | ' | ||||||||||||||||||||||||||
As of December 31, 2013, the options outstanding under all of the Company's stock option plans consisted of the following (in thousands, except per share data): | |||||||||||||||||||||||||||
Options outstanding | |||||||||||||||||||||||||||
Options vested and exercisable | |||||||||||||||||||||||||||
Range of exercise prices | Number of options outstanding | Weighted- average remaining contractual life | Weighted- average exercise price | Number of options exercisable | Weighted-average remaining contractual life | Weighted-average exercise price | |||||||||||||||||||||
($) | (#) | (years) | ($) | (#) | (years) | ($) | |||||||||||||||||||||
$ | 0 to $3.00 | 1,174 | 5.06 | 2.65 | 1,069 | 4.89 | $ | 2.62 | |||||||||||||||||||
$ | 3.01 to $4.00 | 1,613 | 6.9 | 3.51 | 1,471 | 6.87 | 3.52 | ||||||||||||||||||||
$ | 4.01 to $5.00 | 296 | 7.87 | 4.79 | 138 | 6.81 | 4.74 | ||||||||||||||||||||
$ | 5.01 to $6.00 | 3,917 | 8.23 | 5.29 | 1,935 | 8.12 | 5.26 | ||||||||||||||||||||
$ | 6.01 to $7.00 | 487 | 8.74 | 6.45 | 138 | 8.48 | 6.46 | ||||||||||||||||||||
$ | 7.01 to $8.00 | 165 | 9.03 | 7.69 | 29 | 8.78 | 7.7 | ||||||||||||||||||||
$ | 8.01 to $965.00 | 566 | 9.26 | 25.49 | 36 | 2.17 | 217.52 | ||||||||||||||||||||
8,218 | 7.62 | 6.05 | 4,816 | 6.95 | 5.77 | ||||||||||||||||||||||
At December 31, 2013, the total unrecognized compensation cost was approximately $14.8 million. The weighted-average period over which it is expected to be recognized is approximately 2.64 years. At December 31, 2013, there were 3,358 options expected to vest at a weighted average price of $6.04 per share. | |||||||||||||||||||||||||||
For the year ended | For the four | For the year ended August 31, | |||||||||||||||||||||||||
months ended | |||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | 2012 | 2011 | ||||||||||||||||||||||||
(In thousands, except for per share data) | |||||||||||||||||||||||||||
Weighted-average fair value per share of options granted | $ | 5.33 | $ | 3.48 | $ | 3.37 | $ | 2.57 | |||||||||||||||||||
Aggregate intrinsic value of options exercised | 5,979 | 228 | 602 | 131 | |||||||||||||||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
INCOME TAXES [Abstract] | ' | ||||||||||||||||||||||||||||||||
Losses before income taxes for domestic and foreign operations | ' | ||||||||||||||||||||||||||||||||
The Company had losses before income taxes for domestic and foreign operations as follows: | |||||||||||||||||||||||||||||||||
For the year ended | For the four months ended | For the year ended August 31, | |||||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||||||||||||||||||
(In thousands) | 2012 | 2011 | |||||||||||||||||||||||||||||||
Domestic | $ | 33,966 | $ | 12,510 | $ | 26,642 | $ | 37,415 | |||||||||||||||||||||||||
Foreign | 35,451 | 6,782 | 12,002 | (220 | ) | ||||||||||||||||||||||||||||
Loss before income taxes | $ | 69,417 | $ | 19,292 | $ | 38,644 | $ | 37,195 | |||||||||||||||||||||||||
Differences between provision and estimated income tax | ' | ||||||||||||||||||||||||||||||||
The provision for income taxes differs from the amount estimated by applying the statutory federal income tax rate to loss before taxes as follows: | |||||||||||||||||||||||||||||||||
For the year ended | For the four month | ||||||||||||||||||||||||||||||||
(In thousands) | period ended | August 31, | |||||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | 2012 | 2011 | ||||||||||||||||||||||||||||||
Federal tax (benefit) at statutory rate | $ | (23,595 | ) | -34 | % | $ | (6,536 | ) | -34 | % | $ | (13,111 | ) | -34 | % | $ | (12,679 | ) | -34 | % | |||||||||||||
State tax (benefit) at statutory rate, net of federal tax benefit | 497 | 0.72 | (715 | ) | -3.72 | (1,069 | ) | -2.77 | (2,247 | ) | -6.03 | ||||||||||||||||||||||
Change in valuation allowance | 14,475 | 20.86 | 2,349 | 12.22 | 4,775 | 12.38 | 19,278 | 51.7 | |||||||||||||||||||||||||
Research and development credits | (10,354 | ) | -14.92 | 0 | 0 | (1,034 | ) | -2.68 | (1,831 | ) | -4.91 | ||||||||||||||||||||||
Fair market value of warrants | 3,654 | 5.27 | 505 | 2.62 | 1,079 | 2.8 | 5,543 | 14.86 | |||||||||||||||||||||||||
Qualified Therapeutic Discovery Project Grant income | 0 | 0 | 0 | 0 | 0 | 0 | (297 | ) | -0.8 | ||||||||||||||||||||||||
Intangible asset basis allocation | 0 | 0 | 1,670 | 8.69 | 2,952 | 7.66 | (8,633 | ) | -23.15 | ||||||||||||||||||||||||
Stock based compensation – ISO | 748 | 1.08 | 755 | 3.93 | 1,525 | 3.96 | 493 | 1.32 | |||||||||||||||||||||||||
Tax attributes not benefited | 4,215 | 6.07 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Foreign losses not benefited | 10,368 | 14.94 | 1,995 | 10.38 | 3,848 | 9.98 | 0 | 0 | |||||||||||||||||||||||||
Other | (8 | ) | -0.02 | (23 | ) | -0.12 | 1,035 | 2.67 | 373 | 1.01 | |||||||||||||||||||||||
Provision for income taxes | $ | 0 | 0 | % | $ | 0 | 0 | % | $ | 0 | 0 | % | $ | 0 | 0 | % | |||||||||||||||||
Deferred tax assets (liabilities) | ' | ||||||||||||||||||||||||||||||||
Deferred tax assets consist of the following as of December 31: | |||||||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||||||
Deferred Tax Assets | |||||||||||||||||||||||||||||||||
Net operating loss carryforwards | $ | 18,797 | $ | 19,514 | |||||||||||||||||||||||||||||
Capitalized start-up costs | 11,256 | 11,160 | |||||||||||||||||||||||||||||||
Stock option expense | 1,909 | 425 | |||||||||||||||||||||||||||||||
Research credits | 19,281 | 7,970 | |||||||||||||||||||||||||||||||
Fixed assets and intangible assets | 4,813 | 3,786 | |||||||||||||||||||||||||||||||
Accruals | 1,224 | 330 | |||||||||||||||||||||||||||||||
Inventory | 186 | 0 | |||||||||||||||||||||||||||||||
Other | 65 | (50 | ) | ||||||||||||||||||||||||||||||
Valuation allowance | (57,531 | ) | (43,135 | ) | |||||||||||||||||||||||||||||
Deferred tax assets, net | $ | 0 | $ | 0 |
WARRANTS_Tables
WARRANTS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
WARRANTS [Abstract] | ' | ||||||||||||||||
Number of outstanding common stock warrants | ' | ||||||||||||||||
The table reflects the number of common stock warrants outstanding as of December 31, 2013: | |||||||||||||||||
Number of shares | Exercise price | Expiration date | |||||||||||||||
exercisable | |||||||||||||||||
Issued in connection with Encode merger | 233 | $ | 2.87 | 12/13/15 | |||||||||||||
Issued to placement agents in August 2009 | 30 | $ | 1.5 | 8/21/14 | |||||||||||||
TorreyPines warrants assumed in 2009 Merger | 4 | $ | 80.86 | * | 9/26/15 | ||||||||||||
Issued to registered direct investors in December 2009 | 12 | $ | 2.45 | 12/22/14 | |||||||||||||
Issued to private placement investors in August 2010 | 569 | $ | 3.075 | 8/12/15 | |||||||||||||
Issued to placement agent in August 2010 | 98 | $ | 3.075 | 8/12/15 | |||||||||||||
Total warrants outstanding | 946 | $ | 3.03 | * | |||||||||||||
* | Weighted-average exercise price | ||||||||||||||||
Assumptions for fair value of the warrants | ' | ||||||||||||||||
A Black-Scholes option-pricing model was used to obtain the fair value of the warrants issued in the December 2009 and August 2010 equity financings using the following assumptions at December 31, 2013 and December 31, 2012: | |||||||||||||||||
August 2010 private placement | |||||||||||||||||
December 2009 equity financing | Investors and placement agent | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | 31-Dec-13 | 31-Dec-12 | ||||||||||||||
Fair value ($ millions) | $ | 0.1 | $ | 2.6 | $ | 6.9 | $ | 13.8 | |||||||||
Black-Scholes inputs: | |||||||||||||||||
Stock price | $ | 13.02 | $ | 5.85 | $ | 13.02 | $ | 5.85 | |||||||||
Exercise price | $ | 2.45 | $ | 2.45 | $ | 3.075 | $ | 3.075 | |||||||||
Risk free interest rate | 0 | % | 0.25 | % | 0 | % | 0.31 | % | |||||||||
Volatility | 95 | % | 100 | % | 95 | % | 112 | % | |||||||||
Expected term (years) | 1 | 2 | 1.75 | 2.5 | |||||||||||||
Dividend | 0 | 0 | 0 | 0 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) (Contract Clinical Research Agreements [Member]) | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract Clinical Research Agreements [Member] | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Future commitments pursuant to agreement | ' | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Company has contractual obligations as of December 31, 2013, which are presented in the table below: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payments due by period | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
Debt principal | $ | 0 | $ | 7,500 | $ | 10,000 | $ | 10,000 | $ | 10,000 | $ | 12,500 | $ | 50,000 | |||||||||||||||||||||||||||||||||||||||||||
Capital lease obligations | 18 | 18 | 18 | 8 | 0 | 0 | 62 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Operating lease obligations | 710 | 673 | 894 | 920 | 948 | 2,497 | 6,642 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Research and development and purchase commitments | 7,902 | 3,222 | 261 | 70 | 70 | 180 | 11,705 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Total | $ | 8,630 | $ | 11,413 | $ | 11,173 | $ | 10,998 | $ | 11,018 | $ | 15,177 | $ | 68,409 | |||||||||||||||||||||||||||||||||||||||||||
QUARTERLY_RESULTS_OF_OPERATION1
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) [Abstract] | ' | ||||||||||||||||
Quarterly results of operations | ' | ||||||||||||||||
The Company's quarterly operating results have fluctuated in the past and may continue to do so in the future as a result of a number of factors, including, but not limited to, the timing and amounts of its revenues and the timing and nature of research and development activities. | |||||||||||||||||
(In millions, except per share data, unaudited) | |||||||||||||||||
Quarterly Data 2013: | 31-Mar-13 | 30-Jun-13 | 30-Sep-13 | 31-Dec-13 | |||||||||||||
Net sales | $ | 0 | $ | 0 | $ | 6.7 | $ | 10.2 | |||||||||
Net loss | $ | (15.9 | ) | $ | (24.1 | ) | $ | (17.3 | ) | $ | (12.1 | ) | |||||
Net loss per share, basic and diluted | $ | (0.30 | ) | $ | (0.43 | ) | $ | (0.29 | ) | $ | (0.20 | ) | |||||
Quarterly Data for the Four Months Ended December 31, 2012: | November 30, 2012 (1) | ||||||||||||||||
Net loss | $ | (13.4 | ) | ||||||||||||||
Net loss per share, basic and diluted | $ | (0.26 | ) | ||||||||||||||
Quarterly Data 2012: | November | February | May | August | |||||||||||||
30, 2011 | 29, 2012 | 31, 2012 | 31, 2012 | ||||||||||||||
Net loss | $ | (11.4 | ) | $ | (14.0 | ) | $ | (3.0 | ) | $ | (10.2 | ) | |||||
Net loss per share, basic and diluted | $ | (0.25 | ) | $ | (0.29 | ) | $ | (0.06 | ) | $ | (0.21 | ) | |||||
Quarterly Data 2011: | November | February | May | August | |||||||||||||
30, 2010 | 28, 2011 | 31, 2011 | 31, 2011 | ||||||||||||||
Net loss | $ | (10.1 | ) | $ | (3.0 | ) | $ | (20.3 | ) | $ | (3.8 | ) | |||||
Net loss per share, basic and diluted | $ | (0.33 | ) | $ | (0.09 | ) | $ | (0.62 | ) | $ | (0.11 | ) | |||||
-1 | The Company changed its fiscal year end to December; the four month transition period included one quarterly report on Form 10-Q for the three months ended November 30, 2012. |
NATURE_OF_OPERATIONS_AND_BUSIN1
NATURE OF OPERATIONS AND BUSINESS RISKS (Details) | 12 Months Ended |
Dec. 31, 2013 | |
NATURE OF OPERATIONS AND BUSINESS RISKS [Abstract] | ' |
Minimum age of children for management of nephropathic cystinosis | '6 years |
Period of orphan drug exclusivity for PROCYSBI in U.S. | '7 years |
Period of orphan drug exclusivity for PROCYSBI in EU | '10 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 4 Months Ended | 12 Months Ended | |||
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2010 |
Inventories and Cost of Sales [Abstract] | ' | ' | ' | ' | ' |
Net inventories | $0 | $3,000,000 | ' | ' | ' |
Raw materials | ' | 2,600,000 | ' | ' | ' |
Finished goods | ' | 400,000 | ' | ' | ' |
Cash and Cash Equivalents [Line Items] | ' | ' | ' | ' | ' |
Maximum maturity period for investments considered as highly liquid investments | ' | '3 months | ' | ' | ' |
Cash and Cash Equivalents, at Carrying Value, Total | 36,313,000 | 83,052,000 | 23,580,000 | 15,172,000 | 16,953,000 |
Short-term Investments [Abstract] | ' | ' | ' | ' | ' |
Short-term duration government fund | 22,100,000 | 0 | ' | ' | ' |
Prepaid Expense and Other [Abstract] | ' | ' | ' | ' | ' |
Prepaid to NIDDK | ' | 1,000,000 | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Loan with HealthCare Royalty Partners | ' | 'Note payable consists of the Company's loan agreement with HealthCare Royalty Partners II, L.P. ("HC Royalty"), as lender, under which Raptor borrowed $50.0 million in two $25.0 million tranches received in December 2012 and May 2013. The loan bears interest at an annual fixed rate of 10.75% of outstanding principal and includes a synthetic royalty component based on net product sales, including PROCYSBI, in a calendar year. | ' | ' | ' |
Fixed Assets [Abstract] | ' | ' | ' | ' | ' |
Useful life of significant additions and improvements in fixed assets for capitalization | ' | '1 | ' | ' | ' |
Advertising Expense [Abstract] | ' | ' | ' | ' | ' |
Advertising expense | 1,300,000 | 3,700,000 | 600,000 | 0 | ' |
Potentially dilutive securities [Abstract] | ' | ' | ' | ' | ' |
Warrants to purchase common stock (in shares) | 4,563 | 946 | 5,188 | 7,019 | ' |
Options to purchase common stock (in shares) | 7,791 | 8,218 | 6,125 | 3,581 | ' |
Total potentially dilutive securities (in shares) | 12,354 | 9,164 | 11,313 | 10,600 | ' |
Net loss per share basic and diluted (in dollars per share) | ($0.37) | ($1.20) | ($0.80) | ($1.15) | ' |
Income taxes [Abstract] | ' | ' | ' | ' | ' |
Accrued interest and penalties related to uncertain tax positions | ' | 0 | ' | ' | ' |
Out license [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Estimated useful life of intangible assets | ' | '16 years | ' | ' | ' |
IP license for RP103 [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Estimated useful life of intangible assets | ' | '20 years | ' | ' | ' |
Loan Agreement with HC Royalty [Member] | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Total amount of loan | ' | 50,000,000 | ' | ' | ' |
Number of tranches in loan | ' | 2 | ' | ' | ' |
Amount of loan per tranche | ' | 25,000,000 | ' | ' | ' |
Annual fixed interest rate (in hundredths) | ' | 10.75% | ' | ' | ' |
Held by foreign subsidiaries [Member] | ' | ' | ' | ' | ' |
Cash and Cash Equivalents [Line Items] | ' | ' | ' | ' | ' |
Cash and Cash Equivalents, at Carrying Value, Total | ' | $4,200,000 | ' | ' | ' |
INTANGIBLE_ASSETS_AND_GOODWILL2
INTANGIBLE ASSETS AND GOODWILL (Details) (USD $) | 4 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 4 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | Dec. 14, 2007 | Aug. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | |
Encode Pharmaceuticals Inc [Member] | 2009 Merger [Member] | IP license for RP103 [Member] | IP license for RP103 [Member] | IP license for RP103 [Member] | Other intangible assets [Member] | Other intangible assets [Member] | UCSD license FDA and EC approval Milestones [Member] | UCSD license FDA and EC approval Milestones [Member] | UCSD license FDA and EC approval Milestones [Member] | UCSD license FDA and EC approval Milestones [Member] | UCSD license FDA and EC approval Milestones [Member] | NeuroTrans collaboration agreement [Member] | Research and Development Expense [Member] | Research and Development Expense [Member] | Research and Development Expense [Member] | Research and Development Expense [Member] | |||||
Encode Pharmaceuticals Inc [Member] | Encode Pharmaceuticals Inc [Member] | Encode Pharmaceuticals Inc [Member] | Encode Pharmaceuticals Inc [Member] | Encode Pharmaceuticals Inc [Member] | 2009 Merger [Member] | 2009 Merger [Member] | |||||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets | $2,156,000 | $3,213,000 | ' | ' | $2,600,000 | $200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payments based upon initiation of clinical trials | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 910,000 | ' | ' | ' | ' | ' | ' | ' |
Milestone payment based on drug approvals | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life | ' | ' | ' | ' | ' | ' | '20 years | ' | ' | '16 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of assets charge to research and development expense | 0 | 0 | 900 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 108,000 | ' | ' | ' | ' |
Amortization of intangible assets to research and development expense | 49,000 | 193,000 | 146,000 | 153,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,000 | 193,000 | 146,000 | 153,000 |
Summary of intangible assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining life | ' | '19 years 9 months 18 days | ' | ' | ' | ' | ' | '20 years | ' | '16 years | ' | ' | ' | ' | '20 years | ' | ' | ' | ' | ' | ' |
Total intangible assets | 2,860,000 | 4,110,000 | ' | ' | ' | ' | ' | 2,620,000 | 2,620,000 | 240,000 | 240,000 | ' | ' | ' | 1,250,000 | 0 | ' | ' | ' | ' | ' |
Less accumulated amortization | -704,000 | -897,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets, net | 2,156,000 | 3,213,000 | ' | ' | 2,600,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Actual and estimated amortization expense for intangible assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | ' | 238,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | ' | 238,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | ' | 238,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | ' | 238,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 | ' | $238,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
FIXED_ASSETS_Details
FIXED ASSETS (Details) (USD $) | 4 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | $1,005 | $2,485 | ' | ' |
Less: accumulated depreciation | -589 | -675 | ' | ' |
Total fixed assets, net | 416 | 1,810 | ' | ' |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Depreciation expense | 42 | 244 | 65 | 78 |
Leasehold Improvements [Member] | ' | ' | ' | ' |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | 146 | 0 | ' | ' |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Estimated useful lives | ' | 'Shorter of life of asset or lease term | ' | ' |
Office Furniture [Member] | ' | ' | ' | ' |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | 35 | 605 | ' | ' |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Estimated useful lives | ' | '7 years | ' | ' |
Laboratory Equipment [Member] | ' | ' | ' | ' |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | 593 | 1,132 | ' | ' |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Estimated useful lives | ' | '5 years | ' | ' |
Manufacturing equipment [Member] | ' | ' | ' | ' |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | 0 | 102 | ' | ' |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Estimated useful lives | ' | '5 years | ' | ' |
Computer Hardware and Software [Member] | ' | ' | ' | ' |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | 204 | 578 | ' | ' |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Estimated useful lives | ' | '3 years | ' | ' |
Capital Lease Equipment [Member] | ' | ' | ' | ' |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | 27 | 68 | ' | ' |
Less: accumulated depreciation | $8 | $10 | ' | ' |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Estimated useful lives | ' | 'Shorter of life of asset or lease term | ' | ' |
FAIR_VALUE_MEASUREMENT_Details
FAIR VALUE MEASUREMENT (Details) (USD $) | 4 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
Warrant liabilities activity [Abstract] | ' | ' | ' | ' |
Change in fair value recognized in earnings | $1,500 | $10,700 | $3,200 | $16,300 |
Recurring [Member] | ' | ' | ' | ' |
Assets [Abstract] | ' | ' | ' | ' |
Cash equivalents | 35,069 | 70,627 | ' | ' |
Short-term investments | 22,096 | ' | ' | ' |
Fair value of assets | 57,165 | 70,627 | ' | ' |
Liabilities [Abstract] | ' | ' | ' | ' |
Common stock warrants | 16,405 | ' | ' | ' |
Fair value of liabilities | 16,405 | 7,066 | ' | ' |
Warrant liabilities activity [Abstract] | ' | ' | ' | ' |
Fair value at end of period | 16,405 | 7,066 | ' | ' |
Recurring [Member] | Common Stock Warrants [Member] | ' | ' | ' | ' |
Liabilities [Abstract] | ' | ' | ' | ' |
Fair value of liabilities | ' | 7,066 | ' | ' |
Warrant liabilities activity [Abstract] | ' | ' | ' | ' |
Fair value at end of period | ' | 7,066 | ' | ' |
Level 1 [Member] | Recurring [Member] | ' | ' | ' | ' |
Assets [Abstract] | ' | ' | ' | ' |
Cash equivalents | 35,069 | 70,627 | ' | ' |
Short-term investments | 22,096 | ' | ' | ' |
Fair value of assets | 57,165 | 70,627 | ' | ' |
Liabilities [Abstract] | ' | ' | ' | ' |
Common stock warrants | 0 | ' | ' | ' |
Fair value of liabilities | 0 | 0 | ' | ' |
Warrant liabilities activity [Abstract] | ' | ' | ' | ' |
Fair value at end of period | 0 | 0 | ' | ' |
Level 1 [Member] | Recurring [Member] | Common Stock Warrants [Member] | ' | ' | ' | ' |
Liabilities [Abstract] | ' | ' | ' | ' |
Fair value of liabilities | ' | 0 | ' | ' |
Warrant liabilities activity [Abstract] | ' | ' | ' | ' |
Fair value at end of period | ' | 0 | ' | ' |
Level 2 [Member] | Recurring [Member] | ' | ' | ' | ' |
Assets [Abstract] | ' | ' | ' | ' |
Cash equivalents | 0 | 0 | ' | ' |
Short-term investments | 0 | ' | ' | ' |
Fair value of assets | 163 | 0 | ' | ' |
Liabilities [Abstract] | ' | ' | ' | ' |
Common stock warrants | 0 | ' | ' | ' |
Fair value of liabilities | 0 | 0 | ' | ' |
Warrant liabilities activity [Abstract] | ' | ' | ' | ' |
Fair value at end of period | 0 | 0 | ' | ' |
Level 2 [Member] | Recurring [Member] | Common Stock Warrants [Member] | ' | ' | ' | ' |
Liabilities [Abstract] | ' | ' | ' | ' |
Fair value of liabilities | ' | 0 | ' | ' |
Warrant liabilities activity [Abstract] | ' | ' | ' | ' |
Fair value at end of period | ' | 0 | ' | ' |
Level 3 [Member] | Common Stock Warrants [Member] | ' | ' | ' | ' |
Liabilities [Abstract] | ' | ' | ' | ' |
Fair value of liabilities | 16,405 | 7,066 | ' | ' |
Warrant liabilities activity [Abstract] | ' | ' | ' | ' |
Fair value at beginning of period | 17,266 | 16,405 | ' | ' |
Change in fair value recognized in earnings | 1,484 | 10,747 | ' | ' |
Exercises | -2,345 | -20,086 | ' | ' |
Fair value at end of period | 16,405 | 7,066 | ' | ' |
Level 3 [Member] | Recurring [Member] | ' | ' | ' | ' |
Assets [Abstract] | ' | ' | ' | ' |
Cash equivalents | 0 | 0 | ' | ' |
Short-term investments | 0 | ' | ' | ' |
Fair value of assets | 0 | 0 | ' | ' |
Liabilities [Abstract] | ' | ' | ' | ' |
Common stock warrants | 16,405 | ' | ' | ' |
Fair value of liabilities | 16,405 | 7,066 | ' | ' |
Warrant liabilities activity [Abstract] | ' | ' | ' | ' |
Fair value at end of period | 16,405 | 7,066 | ' | ' |
Level 3 [Member] | Recurring [Member] | Common Stock Warrants [Member] | ' | ' | ' | ' |
Liabilities [Abstract] | ' | ' | ' | ' |
Fair value of liabilities | ' | 7,066 | ' | ' |
Warrant liabilities activity [Abstract] | ' | ' | ' | ' |
Fair value at end of period | ' | $7,066 | ' | ' |
NOTE_PAYABLE_Details
NOTE PAYABLE (Details) (USD $) | 12 Months Ended | 4 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | 31-May-13 | Dec. 31, 2013 |
Loan Agreement with HC Royalty [Member] | Loan Agreement with HC Royalty [Member] | Loan Agreement with HC Royalty [Member] | Loan Agreement with HC Royalty [Member] | Loan Agreement with HC Royalty [Member] | Loan Agreement with HC Royalty [Member] | ||
Tranche | Quarter | First Tranche [Member] | First Tranche [Member] | Second Tranche [Member] | Second Tranche [Member] | ||
Tranche | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Total amount of loan | ' | $50 | ' | ' | ' | ' | ' |
Number of tranches in loan | ' | 2 | ' | ' | ' | ' | ' |
Amount of loan per tranche | ' | 25 | ' | ' | ' | ' | ' |
Draw down on loan | ' | ' | ' | 23.4 | ' | 23.7 | ' |
Annual fixed interest rate (in hundredths) | ' | ' | 10.75% | ' | ' | ' | ' |
Royalty rate of first threshold of PROCYSBI and future approved product net revenues for calendar year (in hundredths) | ' | ' | ' | ' | 6.25% | ' | 6.00% |
Amount of first threshold of PROCYSBI and future approved product net revenues for calendar year | ' | ' | ' | ' | 25 | ' | 25 |
Royalty rate of amount between first and second threshold of PROCYSBI and future approved product net revenues for calendar year (in hundredths) | ' | ' | ' | ' | 3.00% | ' | 3.00% |
Amount of second threshold of PROCYSBI and future approved product net revenues for calendar year | ' | ' | ' | ' | 50 | ' | 50 |
Royalty rate for amount in excess of second threshold of PROCYSBI and future approved product net revenues for calendar year (in hundredths) | ' | ' | ' | ' | 1.00% | ' | 1.00% |
Interest expense | ' | 0.1 | 6.8 | ' | ' | ' | ' |
Total payment required to terminate loan obligation immediately | ' | ' | 97.5 | ' | ' | ' | ' |
Number of fiscal quarters of net revenues included in total loan payment consideration | ' | ' | 4 | ' | ' | ' | ' |
Threshold net revenues during specified period included in total loan payment consideration | ' | ' | 100 | ' | ' | ' | ' |
Total payment required upon net revenues exceeding threshold during specified period to terminate loan obligation immediately | ' | ' | 90 | ' | ' | ' | ' |
Unamortized debt issuance | 2.8 | ' | ' | ' | ' | ' | ' |
Amortization expense | $0.40 | ' | ' | ' | ' | ' | ' |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ACCRUED LIABILITIES [Abstract] | ' | ' |
Clinical trial and related costs | $1,661 | $641 |
Personnel-related costs | 4,443 | 1,244 |
Rebates and other sales deductions | 2,325 | 0 |
Royalty based interest payable | 1,255 | 0 |
License royalty payable | 564 | 0 |
Other | 2,519 | 265 |
Total accrued liabilities | $12,767 | $2,150 |
STOCK_OPTION_PLANS_Details
STOCK OPTION PLANS (Details) (USD $) | 4 Months Ended | 12 Months Ended | 4 Months Ended | 12 Months Ended | 4 Months Ended | 12 Months Ended | 4 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | |||||||
$ 0 to $3.00 [Member] | $ 3.01 to $4.00 [Member] | $ 4.01 to $5.00 [Member] | $ 5.01 to $6.00 [Member] | $ 6.01 to $7.00 [Member] | $ 7.01 to $8.00 [Member] | $ 8.01 to $965 [Member] | Minimum [Member] | Maximum [Member] | Equity Incentive Plan 2010 [Member] | Equity Incentive Plan 2010 [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Selling, general and administrative [Member] | Selling, general and administrative [Member] | Selling, general and administrative [Member] | Selling, general and administrative [Member] | Research and Development Expense [Member] | Research and Development Expense [Member] | Research and Development Expense [Member] | Research and Development Expense [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Number of additional shares authorized for issuance (in shares) | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Number of shares authorized for issuance (in shares) | ' | 11,936,383 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Employee stock options vesting periods | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Employee stock options clift-vesting periods | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Maximum period of contractual term of option exercisable | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Employee stock-based compensation expense | $2,230,000 | $7,026,000 | $4,487,000 | $1,920,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,000 | $4,000 | $72,000 | $197,000 | $1,777,000 | $5,480,000 | $3,561,000 | $1,499,000 | $453,000 | $1,546,000 | $926,000 | $421,000 | ||||||
Assumptions of black scholes option pricing model for stock-based compensation expense [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Risk-free interest rate, minimum | 0.68% | [1] | 0.71% | [1] | 0.68% | [1] | 1.60% | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Risk-free interest rate, maximum | 0.70% | [1] | 1.51% | [1] | 1.20% | [1] | 2.40% | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Expected life of stock option | '5 years | [1] | '5 years | [1] | ' | '6 years | [1] | ' | ' | ' | ' | ' | ' | ' | '5 years | [1] | '6 years | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Annual volatility | 95.00% | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Annual volatility, minimum | ' | 66.00% | [1] | 121.00% | [1] | 88.00% | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Annual volatility, maximum | ' | 100.00% | [1] | 125.00% | [1] | 116.00% | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Dividend rate (in hundredths) | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Option shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Outstanding beginning balance (in shares) | ' | 7,791,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Granted (in shares) | ' | 1,187,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Exercised (in shares) | ' | -651,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Canceled (in shares) | ' | -109,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Outstanding ending balance (in shares) | 7,791,000 | 8,218,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Weighted- average exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Outstanding (in dollars per share) | ' | $5.79 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Granted (in dollars per share) | ' | $9.21 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Exercised (in dollars per share) | ' | $3.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Canceled (in dollars per share) | ' | $34.89 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Outstanding (in dollars per share) | $5.79 | $6.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Weighted- average fair value of options granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Outstanding (in dollars per share) | ' | $3.48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Granted (in dollars per share) | $3.48 | $5.33 | $3.37 | $2.57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Outstanding (in dollars per share) | $3.48 | $5.77 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Weighted average intrinsic values of stock options outstanding and expected to vest | ' | 72,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,800,000 | 10,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Weighted average intrinsic values of stock options exercisable | ' | 46,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Aggregate intrinsic value of options exercised | 228,000 | 5,979,000 | 602,000 | 131,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Options expected to vest (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,109 | 7,644 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Weighted average remaining contractual life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years 7 months 6 days | '8 years 2 months 16 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Aggregate intrinsic value | ' | 72,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,800,000 | 10,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Weighted average price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8.85 | $1.34 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Total unrecognized compensation cost | ' | $14,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Weighted-average period over which compensation cost expected to be recognized | ' | '2 years 7 months 20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Options outstanding under stock option plans [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Range of exercise prices, minimum (in dollars per share) | ' | ' | ' | ' | $0 | $3.01 | $4.01 | $5.01 | $6.01 | $7.01 | $8.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Range of exercise prices, maximum (in dollars per share) | ' | ' | ' | ' | $3 | $4 | $5 | $6 | $7 | $8 | $965 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Options outstanding, number of options outstanding (in shares) | ' | 8,218,000 | ' | ' | 1,174,000 | 1,613,000 | 296,000 | 3,917,000 | 487,000 | 165,000 | 566,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Options outstanding, weighted-average remaining contractual life | ' | '7 years 7 months 13 days | ' | ' | '5 years 0 months 22 days | '6 years 10 months 24 days | '7 years 10 months 13 days | '8 years 2 months 23 days | '8 years 8 months 26 days | '9 years 0 months 11 days | '9 years 3 months 4 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Options outstanding, weighted-average exercise price (in dollars per share) | ' | $6.05 | ' | ' | $2.65 | $3.51 | $4.79 | $5.29 | $6.45 | $7.69 | $25.49 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Options exercisable, number of options exercisable (in shares) | ' | 4,816,000 | ' | ' | 1,069,000 | 1,471,000 | 138,000 | 1,935,000 | 138,000 | 29,000 | 36,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Options exercisable, weighted-average remaining contractual life | ' | '6 years 11 months 12 days | ' | ' | '4 years 10 months 20 days | '6 years 10 months 13 days | '6 years 9 months 22 days | '8 years 1 month 13 days | '8 years 5 months 23 days | '8 years 9 months 11 days | '2 years 2 months 1 day | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
Options exercisable, weighted average exercise price (in dollars per share) | ' | $5.77 | ' | ' | $2.62 | $3.52 | $4.74 | $5.26 | $6.46 | $7.70 | $217.52 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||
[1] | Dividend rate is 0% for all periods presented. |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | |
Provision for income tax and effective tax rate reconciliation [Abstract] | ' | ' | ' | ' |
Federal tax (benefit) at statutory rate | ($6,536,000) | ($23,595,000) | ($13,111,000) | ($12,679,000) |
State tax (benefit) at statutory rate, net of federal tax benefit | -715,000 | 497,000 | -1,069,000 | -2,247,000 |
Change in valuation allowance | 2,349,000 | 14,475,000 | 4,775,000 | 19,278,000 |
Research and development credits | 0 | -10,354,000 | -1,034,000 | -1,831,000 |
Fair market value of warrants | 505,000 | 3,654,000 | 1,079,000 | 5,543,000 |
Qualified Therapeutic Discovery Project Grant income | 0 | 0 | 0 | -297,000 |
Intangible asset basis allocation | 1,670,000 | 0 | 2,952,000 | -8,633,000 |
Stock based compensation - ISO | 755,000 | 748,000 | 1,525,000 | 493,000 |
Tax attributes not benefited | 0 | 4,215,000 | 0 | 0 |
Foreign losses not benefited | 1,995,000 | 10,368,000 | 3,848,000 | 0 |
Other | -23,000 | 8,000 | 1,035,000 | 373,000 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Federal tax (benefit) at statutory rate (in hundredths) | -34.00% | -34.00% | -34.00% | -34.00% |
State tax (benefit) at statutory rate, net of federal tax benefit (in hundredths) | -3.72% | 0.72% | -2.77% | -6.03% |
Change in valuation allowance (in hundredths) | 12.22% | 20.86% | 12.38% | 51.70% |
Research and development credits (in hundredths) | 0.00% | -14.92% | -2.68% | -4.91% |
Fair market value of warrants (in hundredths) | 2.62% | 5.27% | 2.80% | 14.86% |
Qualified Therapeutic Discovery Project Grant income (in hundredths) | 0.00% | 0.00% | 0.00% | -0.80% |
Intangible asset basis allocation (in hundredths) | 8.69% | 0.00% | 7.66% | -23.15% |
Stock based compensation - ISO (in hundredths) | 3.93% | 1.08% | 3.96% | 1.32% |
Tax attributes not benefited (in hundredths) | 0.00% | 6.07% | 0.00% | 0.00% |
Foreign losses not benefited (in hundredths) | 10.38% | 14.94% | 9.98% | 0.00% |
Other (in hundredths) | -0.12% | -0.02% | 2.67% | 1.01% |
Provision for income taxes (in hundredths) | 0.00% | 0.00% | 0.00% | 0.00% |
Deferred tax assets [Abstract] | ' | ' | ' | ' |
Net operating loss carryforwards | ' | 18,797,000 | 19,514,000 | ' |
Capitalized start-up costs | ' | 11,256,000 | 11,160,000 | ' |
Stock option expense | ' | 1,909,000 | 425,000 | ' |
Research credits | ' | 19,281,000 | 7,970,000 | ' |
Fixed assets and intangible assets | ' | 4,813,000 | 3,786,000 | ' |
Accruals | ' | 1,224,000 | 330,000 | ' |
Inventory | ' | 186,000 | 0 | ' |
Other | ' | 65,000 | -50,000 | ' |
Valuation allowance | ' | -57,531,000 | -43,135,000 | ' |
Deferred tax assets, net | ' | 0 | 0 | ' |
Income Before Taxes [Abstract] | ' | ' | ' | ' |
Domestic | 12,510,000 | 33,966,000 | 26,642,000 | 37,415,000 |
Foreign | 6,782,000 | 35,451,000 | 12,002,000 | -220,000 |
Loss before income taxes | 19,292,000 | 69,417,000 | 38,644,000 | 37,195,000 |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Expiration date for operating loss carryforwards | ' | 'The federal credits expire beginning after the year 2026 and the state credits have no expiration. | ' | ' |
Accrued interest and penalties related to uncertain tax positions | ' | 0 | ' | ' |
Unrecognized tax benefits | ' | 0 | ' | ' |
Liability related to uncertain tax positions | ' | 0 | ' | ' |
Federal [Member] | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | ' | 38,300,000 | ' | ' |
Expiration date for operating loss carryforwards | ' | '2022 | ' | ' |
Research and development credits | ' | 18,600,000 | ' | ' |
Net operating loss carryforwards attributable to stock option | ' | 1,500,000 | ' | ' |
State [Member] | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | ' | 66,800,000 | ' | ' |
Expiration date for operating loss carryforwards | ' | '2016 | ' | ' |
Research and development credits | ' | 1,100,000 | ' | ' |
Net operating loss carryforwards attributable to stock option | ' | 400,000 | ' | ' |
Foreign [Member] | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' |
Net operating loss carryforwards | ' | $10,700,000 | ' | ' |
Expiration date for operating loss carryforwards | ' | '2021 | ' | ' |
ISSUANCE_OF_COMMON_STOCK_Detai
ISSUANCE OF COMMON STOCK (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2010 | Aug. 31, 2010 | Aug. 31, 2008 | Aug. 31, 2012 | Aug. 31, 2009 | Aug. 31, 2009 | Aug. 31, 2011 | Aug. 31, 2010 | Aug. 31, 2010 | Aug. 31, 2010 | Aug. 31, 2010 | Aug. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2008 | Aug. 31, 2010 |
At-the-Market Sales Agreement [Member] | At-the-Market Sales Agreement [Member] | At-the-Market Sales Agreement [Member] | Follow-On Public Offering [Member] | December 2009 equity financing Series A [Member] | December 2009 equity financing Series B [Member] | Private Placement 2008 [Member] | Private Placement 2009 [Member] | Private Placement 2009 [Member] | Private Placement 2009 [Member] | Private Placement 2010 [Member] | 2009 registered direct financing [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Weighted Average [Member] | Weighted Average [Member] | Weighted Average [Member] | Raptor Pharmaceuticals Corp. [Member] | Lincoln Park Capital Fund LLC [Member] | Lincoln Park Capital Fund LLC [Member] | |||
Placement agent [Member] | Limetree Capital [Member] | December 2009 equity financing Series A [Member] | December 2009 equity financing Series B [Member] | December 2009 equity financing Series A [Member] | December 2009 equity financing Series B [Member] | At-the-Market Sales Agreement [Member] | At-the-Market Sales Agreement [Member] | At-the-Market Sales Agreement [Member] | Minimum [Member] | |||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock outstanding (in shares) | 61,615,000 | 52,425,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 61,615,000 | ' | ' |
Number of shares covered by each warrant (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Private placement number of shares per unit (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Private placement sale price per unit (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.08 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Sale of shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,386,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares covered by warrants (in shares) | ' | ' | ' | ' | ' | ' | 1,874,000 | 1,874,000 | ' | ' | 869,000 | 130,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.50 | $3.08 | $2.45 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant term | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | '2 years | '5 years | '5 years | ' | '5 years | '18 months | '180 days | '180 days | ' | ' | ' | ' | ' | ' |
ISSUANCES OF COMMON STOCK AND WARRANTS IN CONNECTION WITH THE SALE OF UNITS IN A PRIVATE PLACEMENT [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of common stock until first anniversary of issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of common stock after first anniversary of issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.22 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ISSUANCES OF COMMON STOCK IN CONNECTION WITH AN EQUITY LINE [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum common stock to be purchased under purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' |
Period over which common stock to be sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '25 months | ' |
Issuance of common stock to LPC, price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.50 |
Stock price (in dollars per share) | ' | ' | ' | ' | ' | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8.09 | $5.10 | $5.34 | ' | ' | ' |
FOLLOW-ON PUBLIC OFFERING 2011 [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of shares of common stock (in shares) | 61,615,000 | 52,425,000 | 1,200,000 | 4,900,000 | 1,500,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued to underwriters under over-allotment option (in shares) | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from issuance of common stock | ' | ' | ' | ' | ' | 46,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of common stock | ' | ' | ' | ' | ' | 42,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Underwriting discount percentage (in hundredths) | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ISSUANCES OF COMMON STOCK IN CONNECTION WITH AN AT-THE-MARKET COMMON STOCK SALES PROGRAM [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum amount of common stock can sell through ATM sales | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of commission on gross proceeds under ATM sales (in hundredths) | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amended and Restated Sales Agreement to increase gross sales proceeds under ATM sales | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from the sale of common stock under an ATM agreement | ' | ' | 7,400,000 | 38,800,000 | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining amount of common stock available for future sales under ATM sales | ' | ' | ' | $46,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
WARRANTS_Details
WARRANTS (Details) (USD $) | 4 Months Ended | 12 Months Ended | 4 Months Ended | 12 Months Ended | 4 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2010 | Aug. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | ||
Warrants [Member] | Issued to placement agents in August 2009 [Member] | 2009 Merger [Member] | Issued to registered direct investors in Dec 2009 [Member] | Issued to private placement investors in Aug 2010 [Member] | Issued to placement agent in Aug 2010 [Member] | December 2009 equity financing [Member] | December 2009 equity financing [Member] | December 2009 equity financing, Series A [Member] | December 2009 equity financing, Series B [Member] | August 2010 private placement, Investors and placement agent [Member] | August 2010 private placement, Investors and placement agent [Member] | Encode Pharmaceuticals Inc [Member] | |||||||
Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | Warrants [Member] | ||||||||||||||
Common stock warrants outstanding [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Number of shares exercisable (in shares) | ' | ' | ' | ' | 946 | 30 | 4 | 12 | 569 | 98 | ' | ' | 1,874 | 1,874 | ' | ' | 233 | ||
Exercise price (in dollars per share) | ' | ' | ' | ' | $3.03 | [1] | $1.50 | $80.86 | [1] | $2.45 | $3.08 | $3.08 | ' | ' | ' | ' | ' | ' | $2.87 |
Expiration date | ' | ' | ' | ' | ' | 21-Aug-14 | 26-Sep-15 | 22-Dec-14 | 12-Aug-15 | 12-Aug-15 | ' | ' | ' | ' | ' | ' | 13-Dec-15 | ||
Assumptions to obtain the fair value of the warrants [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,600 | $100 | ' | ' | $13,800 | $6,900 | ' | ||
Black-Scholes inputs: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stock price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.85 | $13.02 | ' | ' | $5.85 | $13.02 | ' | ||
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.45 | $2.45 | ' | ' | $3.08 | $3.08 | ' | ||
Risk free interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | 0.00% | ' | ' | 0.31% | 0.00% | ' | ||
Volatility (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 95.00% | ' | ' | 112.00% | 95.00% | ' | ||
Expected term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '1 year | ' | ' | '2 years 6 months | '1 year 9 months | ' | ||
Dividend (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 0.00% | ' | ' | 0.00% | 0.00% | ' | ||
Change in fair value recognized in earnings | $1,500 | $10,700 | $3,200 | $16,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | Weighted-average exercise price |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Contractual Obligation Fiscal Year Maturity Schedule [Line Items] | ' | ' | ' | ' |
Lease term | ' | '7 years | ' | ' |
Monthly rent payment | ' | $19,460 | ' | ' |
Additional monthly rent payment | ' | 1,870 | ' | ' |
Increase in initial base rent | ' | 71,275 | ' | ' |
Rent expense | 100,000 | 600,000 | 200,000 | 200,000 |
Future lease payments under the debt principal and interest [Abstract] | ' | ' | ' | ' |
Year ending, 2014 | ' | 0 | ' | ' |
Year ending, 2015 | ' | 7,500,000 | ' | ' |
Year ending, 2016 | ' | 10,000,000 | ' | ' |
Year ending, 2017 | ' | 10,000,000 | ' | ' |
Year ending, 2018 | ' | 10,000,000 | ' | ' |
Thereafter | ' | 12,500,000 | ' | ' |
Total debt | ' | 50,000,000 | ' | ' |
Future lease payments under the capital lease [Abstract] | ' | ' | ' | ' |
Year ending, 2014 | ' | 18,000 | ' | ' |
Year ending, 2015 | ' | 18,000 | ' | ' |
Year ending, 2016 | ' | 18,000 | ' | ' |
Year ending, 2017 | ' | 8,000 | ' | ' |
Year ending, 2018 | ' | 0 | ' | ' |
Thereafter | ' | 0 | ' | ' |
Total future capital lease payments | ' | 62,000 | ' | ' |
Minimum future lease payments under this operating lease [Abstract] | ' | ' | ' | ' |
Fiscal year ending, 2014 | ' | 710,000 | ' | ' |
Fiscal year ending, 2015 | ' | 673,000 | ' | ' |
Fiscal year ending, 2016 | ' | 894,000 | ' | ' |
Fiscal year ending, 2017 | ' | 920,000 | ' | ' |
Fiscal year ending, 2018 | ' | 948,000 | ' | ' |
Thereafter | ' | 2,497,000 | ' | ' |
Total future payments on operating leases | ' | 6,642,000 | ' | ' |
Minimum future obligations under research and development and purchase commitments [Abstract] | ' | ' | ' | ' |
Fiscal year ending, 2014 | ' | 7,902,000 | ' | ' |
Fiscal year ending, 2015 | ' | 3,222,000 | ' | ' |
Fiscal year ending, 2016 | ' | 261,000 | ' | ' |
Fiscal year ending, 2017 | ' | 70,000 | ' | ' |
Fiscal year ending, 2018 | ' | 70,000 | ' | ' |
Thereafter | ' | 180,000 | ' | ' |
Total research and development and purchase commitments | ' | 11,705,000 | ' | ' |
Total Future Minimum Payments [Abstract] | ' | ' | ' | ' |
Total due in fiscal year ending 2014 | ' | 8,630,000 | ' | ' |
Total due in fiscal year ending 2015 | ' | 11,413,000 | ' | ' |
Total due in fiscal year ending 2016 | ' | 11,173,000 | ' | ' |
Total due in fiscal year ending 2017 | ' | 10,998,000 | ' | ' |
Total due in fiscal year ending 2018 | ' | 11,018,000 | ' | ' |
Thereafter | ' | 15,177,000 | ' | ' |
Total future commitments | ' | 68,409,000 | ' | ' |
UCSD [Member] | Milestone One [Member] | ' | ' | ' | ' |
Contractual Obligations [Line Items] | ' | ' | ' | ' |
Milestone payments based upon initiation of clinical trials | ' | $910,000 | ' | ' |
QUALIFYING_THERAPEUTIC_DISCOVE1
QUALIFYING THERAPEUTIC DISCOVERY PROJECT GRANT (Details) (USD $) | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2011 | Aug. 31, 2012 | Dec. 31, 2011 | |
Reserchprogram | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ' | ' | ' |
Amount granted for research programs | ' | ' | $1,100,000 |
Number of research programs | ' | ' | 5 |
Proceeds from grant for contra research and development expense | 800 | 162,000 | 900 |
Grant not to be drawn due to limitation of qualified expenses | ' | 36,000 | ' |
Recapture tax paid in addition to grant returned | ' | $28,000 | ' |
QUARTERLY_RESULTS_OF_OPERATION2
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Details) (USD $) | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Nov. 30, 2012 | Aug. 31, 2012 | 31-May-12 | Feb. 29, 2012 | Sep. 30, 2011 | Aug. 31, 2011 | 31-May-11 | Feb. 28, 2011 | Nov. 30, 2010 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 | ||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net sales | $10,200,000 | $6,700,000 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net loss | ($12,100,000) | ($17,300,000) | ($24,100,000) | ($15,900,000) | ($13,400,000) | [1] | ($10,200,000) | ($3,000,000) | ($14,000,000) | ($11,400,000) | ($3,800,000) | ($20,300,000) | ($3,000,000) | ($10,100,000) | ($19,292,000) | ($69,417,000) | ($38,644,000) | ($37,195,000) |
Net loss per share, basic and diluted (in dollars per share) | ($0.20) | ($0.29) | ($0.43) | ($0.30) | ($0.26) | [1] | ($0.21) | ($0.06) | ($0.29) | ($0.25) | ($0.11) | ($0.62) | ($0.09) | ($0.33) | ($0.37) | ($1.20) | ($0.80) | ($1.15) |
[1] | The Company changed its fiscal year end to December; the four month transition period included one quarterly report on Form 10-Q for the three months ended November 30, 2012. |
Schedule_II_VALUATION_AND_QUAL1
Schedule II VALUATION AND QUALIFYING ACCOUNTS (Details) (Valuation Allowance for Deferred Tax Assets [Member], USD $) | 4 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2011 |
Valuation Allowance for Deferred Tax Assets [Member] | ' | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' | ' |
Balance at beginning of year | $41 | $43 | $36 | $17 |
Additions charged to expenses/other accounts | 2 | 15 | 5 | 19 |
Net (deductions) recoveries | 0 | 0 | 0 | 0 |
Balance at end of year | $43 | $58 | $41 | $36 |