Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2013 | Apr. 30, 2014 | |
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 Common Stock, Shares Outstanding | ' | 62,616,859 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'true | ' |
Amendment Description | 'As previously disclosed by Raptor Pharmaceutical Corp., or the “Company,†in its current report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commissionâ€) on January 22, 2014, the Company has engaged Grant Thornton LLP (“Grant Thorntonâ€) to replace Burr Pilger Mayer, Inc. (“BPMâ€) to serve as the Company’s independent registered public accounting firm. The Company is filing this Amendment No. 2 (the “Form 10-Q/Aâ€) to its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the Commission on May 8, 2013 (the “Form 10-Qâ€), as previously amended by Amendment No. 1 to Form 10-Q filed with the Commission on June 19, 2013, to include Grant Thornton’s review report with respect to the interim financial statements included in this Form 10-Q/A. In addition to changes to the financial statements and notes thereto included in this Form 10-Q/A, which are to conform to the presentation of the 2013 financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (filed with the Commission on March 17, 2014), the Company has amended (i) Part I, Item 2 to delete its previous disclosure relating to an explanatory paragraph regarding the Company’s ability to continue as a going concernbecause this explanatory paragraph was removed from BPM’s reissued reports for such periods due to changes in the Company’s circumstances, and (ii) Part II, Item 4 to include an affirmative statement that the Company’s disclosure controls and procedures were designed to provide reasonable assurance of achieving its control objectives. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the Form 10-Q, and there have been no other material changes to the disclosures made in the Form 10-Q as of the filing of the Form 10-Q. Accordingly, except as specifically noted above, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures. | ' |
Document Period End Date | 31-Mar-13 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $36,288 | $36,313 |
Restricted cash | 213 | 163 |
Short-term investments | 22,123 | 22,096 |
Prepaid expenses and other | 1,417 | 1,610 |
Total current assets | 60,041 | 60,182 |
Intangible assets, net | 2,120 | 2,156 |
Goodwill | 3,275 | 3,275 |
Fixed assets, net | 492 | 416 |
Deposits | 220 | 26 |
Other assets | 1,977 | 2,068 |
Total assets | 68,125 | 68,123 |
Current liabilities: | ' | ' |
Accounts payable | 2,716 | 4,599 |
Accrued liabilities | 4,564 | 2,150 |
Common stock warrant liability | 12,708 | 16,405 |
Deferred rent | 0 | 6 |
Capital lease liability - current | 9 | 8 |
Total current liabilities | 19,997 | 23,168 |
Note payable | 25,000 | 25,000 |
Capital lease liability - long-term | 9 | 11 |
Total liabilities | 45,006 | 48,179 |
Commitments and contingencies - see Note 8 | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value per share, 15,000,000 shares authorized, zero shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value per share, 150,000,000 shares authorized, 55,431,651 and 52,424,649 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively | 55 | 52 |
Additional paid-in capital | 175,132 | 155,945 |
Accumulated other comprehensive loss | -203 | -115 |
Deficit accumulated during development stage | -151,865 | -135,938 |
Total stockholders' equity | 23,119 | 19,944 |
Total liabilities and stockholders' equity | $68,125 | $68,123 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Stockholders' Equity | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
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) | 150,000,000 | 150,000,000 |
Common stock issued (in shares) | 55,431,651 | 52,424,649 |
Common stock, shares outstanding (in shares) | 55,431,651 | 52,424,649 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 91 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2013 | Feb. 29, 2012 | Mar. 31, 2013 |
Condensed Consolidated Statements Of Comprehensive Loss (Unaudited) [Abstract] | ' | ' | ' |
Revenues: | $0 | $0 | $0 |
Operating expenses: | ' | ' | ' |
Research and development | 8,412 | 3,971 | 78,056 |
General and administrative | 7,863 | 2,452 | 48,410 |
Total operating expenses | 16,275 | 6,423 | 126,466 |
Loss from operations | -16,275 | -6,423 | -126,466 |
Interest income | 155 | 107 | 1,028 |
Interest expense | -726 | 0 | -928 |
Foreign currency transaction gain (loss) | -34 | 18 | 253 |
Gain (loss) on short-term investments | -107 | 120 | 41 |
Adjustment to fair value of common stock warrants | 1,060 | -7,814 | -25,793 |
Net loss | -15,927 | -13,992 | -151,865 |
Other comprehensive loss | ' | ' | ' |
Foreign currency translation adjustment | -88 | -2 | -203 |
Comprehensive loss | ($16,015) | ($13,994) | ($152,068) |
Net loss per share: | ' | ' | ' |
Basic and diluted (in dollars per share) | ($0.30) | ($0.29) | ' |
Weighted-average shares outstanding used to compute: | ' | ' | ' |
Basic and diluted (in shares) | 53,713 | 47,967 | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Deficit accumulated during development stage [Member] | Total |
In Thousands, except Share data | |||||
Balance at Dec. 31, 2012 | $52 | $155,945 | ($115) | ($135,938) | $19,944 |
Balance (in shares) at Dec. 31, 2012 | 52,425,000 | ' | ' | ' | ' |
Exercise of common stock warrants | 1 | 1,844 | 0 | 0 | 1,845 |
Exercise of common stock warrants (in shares) | 600,000 | ' | ' | ' | 600,000 |
Exercise of common stock options | 0 | 7 | 0 | 0 | 7 |
Exercise of common stock options (in shares) | 8,000 | ' | ' | ' | 8,000 |
Employee stock-based compensation expense | 0 | 1,748 | 0 | 0 | 1,748 |
Consultant stock-based compensation expense | 0 | 4 | 0 | 0 | 4 |
Reclassification of the fair value of warrant liabilities upon exercise | 0 | 2,636 | 0 | 0 | 2,636 |
Issuance of common stock under an at-the-market sales agreement, net of commissions | 2 | 12,948 | 0 | 0 | 12,950 |
Issuance of common stock under an at-the-market sales agreement, net of commissions (in shares) | 2,399,000 | ' | ' | ' | ' |
Foreign currency translation loss | 0 | 0 | -88 | 0 | -88 |
Net loss | 0 | 0 | 0 | -15,927 | -15,927 |
Balance at Mar. 31, 2013 | $55 | $175,132 | ($203) | ($151,865) | $23,119 |
Balance (in shares) at Mar. 31, 2013 | 55,432,000 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2013 |
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) [Abstract] | ' |
Commissions and fundraising costs on issuance of shares | $185 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | 91 Months Ended | |
Mar. 31, 2013 | Feb. 29, 2012 | Mar. 31, 2013 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($15,927,000) | ($13,992,000) | ($151,865,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Employee stock-based compensation expense | 1,748,000 | 1,104,000 | 11,816,000 |
Consultant stock-based compensation expense | 4,000 | 0 | 768,000 |
Fair value adjustment of common stock warrants | -1,060,000 | 7,814,000 | 25,793,000 |
Amortization of intangible assets | 36,000 | 37,000 | 782,000 |
Depreciation of fixed assets | 36,000 | 9,000 | 644,000 |
Unrealized (gain) loss on short-term investments | 107,000 | -67,000 | 171,000 |
Write-off of intangible assets and other intellectual property | 0 | 0 | 1,249,000 |
Amortization of debt issuance costs | 54,000 | 0 | 54,000 |
Changes in assets and liabilities: | ' | ' | ' |
Prepaid expenses and other | 193,000 | -2,009,000 | -1,177,000 |
Intangible assets | 0 | 0 | -150,000 |
Deposits | -194,000 | 0 | -220,000 |
Accounts payable | -1,883,000 | -1,178,000 | 2,716,000 |
Accrued liabilities | 2,414,000 | 717,000 | 3,884,000 |
Deferred rent | -6,000 | 4,000 | 0 |
Net cash used in operating activities | -14,478,000 | -7,561,000 | -105,535,000 |
Cash flows from investing activities: | ' | ' | ' |
Purchase of fixed assets | -112,000 | -162,000 | -1,092,000 |
Cash acquired in 2009 Merger | 0 | 0 | 581,000 |
Change in restricted cash | -50,000 | -50,000 | -213,000 |
Purchase of short-term investments | -134,000 | -156,000 | -52,294,000 |
Sale of short-term investments | 0 | 0 | 30,000,000 |
Net cash used in investing activities | -296,000 | -368,000 | -23,018,000 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from the sale of common stock, net | 0 | 0 | 85,941,000 |
Proceeds from the sale of common stock under an equity line | 0 | -2,000 | 4,201,000 |
Proceeds from the sale of common stock under an ATM sales agreement | 12,949,000 | 0 | 26,318,000 |
Proceeds from the exercise of common stock warrants | 1,845,000 | 2,820,000 | 24,598,000 |
Proceeds from the exercise of common stock options | 7,000 | 67,000 | 734,000 |
Note payable | 0 | 0 | 25,000,000 |
Debt issuance costs | -3,000 | 0 | -1,962,000 |
Offering costs | 40,000 | 0 | -70,000 |
Proceeds from the sale of common stock to initial investors | 0 | 0 | 310,000 |
Payments on capital lease | -1,000 | -3,000 | -26,000 |
Net cash provided by financing activities | 14,837,000 | 2,884,000 | 165,044,000 |
Effect of exchange rates on cash and cash equivalents | -88,000 | 2,000 | -203,000 |
Net increase (decrease) in cash and cash equivalents | -25,000 | -5,043,000 | 36,288,000 |
Cash and cash equivalents, beginning of period | 36,313,000 | 24,732,000 | 0 |
Cash and cash equivalents, end of period | 36,288,000 | 19,689,000 | 36,288,000 |
Supplemental cash flow information: | ' | ' | ' |
Interest paid | 672,000 | 0 | 772,000 |
Supplemental disclosure of non-cash financing activities: | ' | ' | ' |
Warrants issued in connection with financing | 0 | 0 | 16,310,000 |
Initial fair value of warrants issued to placement agents in connection with financings | 0 | 0 | 209,000 |
Common stock and warrants issued in connection with reverse merger | 0 | 0 | 4,417,000 |
Common stock issued as fee for equity line | 0 | 0 | 828,000 |
Fair value of warrant liability reclassified to equity upon exercise | 2,636,000 | 6,613,000 | 22,969,000 |
Acquisition of equipment in exchange for capital lease | 0 | 0 | 48,000 |
Notes receivable issued in exchange for common stock | 0 | 0 | 110,000 |
Common stock issued for a finder's fee | 0 | 0 | 102,000 |
Common stock issued in asset purchase | $0 | $0 | $2,899,000 |
DESCRIPTION_OF_BUSINESS_AND_SI
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||||||||||||||||
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
Raptor Pharmaceutical Corp. (the “Company” or “Raptor”) is a biopharmaceutical company focused on developing and commercializing life-altering therapeutics that treat rare, debilitating and often fatal diseases. Raptor’s first product, PROCYSBI TM (cysteamine bitartrate) delayed-release capsules received marketing approval from the U.S. Food and Drug Administration (“FDA”) on April 30, 2013 for the management of nephropathic cystinosis (“cystinosis”) in adults and children six years and older. Cystinosis is a rare metabolic lysosomal storage disease. The Company plans to launch PROCYSBI TM in the U.S. by the end of the second quarter of 2013. The Company anticipates receiving a determination from the European Medicines Agency (“EMA”) regarding Raptor’s application for marketing approval of PROCYSBI TM in the EU in the second half of 2013. Raptor’s pipeline also includes RP103 in Phase 2/3 development for Huntington's disease and RP103 in Phase 2b development for nonalcoholic fatty liver disease (“NAFLD”) in children. Raptor's preclinical programs are based upon novel drug candidates that are designed to treat primary liver cancer and various other diseases. | |||||||||||||||||
The Company is subject to a number of risks, including: the success of the U.S. launch of PROCYSBITM; the approval of PROCYSBI TM in the EU; the need to raise capital through equity and/or debt financings; the uncertainty of whether the Company's research and development efforts will result in successful commercial products; competition from larger organizations; reliance on licensing the proprietary technology of others; dependence on key personnel; uncertain patent protection; and dependence on corporate partners and collaborators. 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 | |||||||||||||||||
In December 2012, Raptor's board of directors approved a change in the Company's fiscal year end from August 31 to December 31, effective on December 31, 2012. The accompanying condensed consolidated financial statements cover the period from January 1, 2013 through March 31, 2013, representing the first quarter of Raptor's newly adopted fiscal year. The prior fiscal year quarter ended February 29, 2012 is reported on the basis of Raptor’s previous fiscal year cycle. As a result of the change in Raptor’s fiscal year end, the quarterly periods of Raptor’s newly adopted fiscal year do not coincide with the historical quarterly periods that Raptor had previously reported. | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying condensed consolidated financial statements reflect the results of operations of Raptor and have been prepared in accordance with the accounting principles generally accepted in the U.S. ("GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. The condensed consolidated balance sheet as of December 31, 2012 has been derived from the Company’s audited financial statements as of such date but does not include all disclosures required by GAAP. This Form 10-Q/A should be read in conjunction with the audited financial statements and accompanying notes in the Company's Transition Report on Form 10-KT/A for the four-month period ended December 31, 2012 as amended. | |||||||||||||||||
The Company's condensed 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. (domiciled in the Netherlands and formed on December 15, 2009), Raptor Pharmaceuticals France SAS (formed in France on October 18, 2012) and RPTP European Holdings C.V. (located in the Grand Caymans and formed on February 16, 2012). All intercompany accounts have been eliminated. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with 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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Comprehensive Loss | |||||||||||||||||
The components of comprehensive loss include net loss and foreign currency translation adjustments. | |||||||||||||||||
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. | |||||||||||||||||
Short-term Investments | |||||||||||||||||
The Company invests in short-term investments in high credit-quality funds in order to obtain higher yields on its cash available for investment. Short-term investments as of March 31, 2013 and December 31, 2012 consisted of approximately $22.1 million invested in a short duration government fund. | |||||||||||||||||
Such investments are 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 March 31, 2013 and December 31, 2012. | |||||||||||||||||
Functional Currency | |||||||||||||||||
The Company's consolidated functional currency is the U.S. dollar. Raptor Pharmaceuticals Europe B.V. ("BV"), Raptor Pharmaceuticals France SAS ("SAS") and RPTP European Holdings C.V. ("CV"), the Company's European subsidiaries 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. | |||||||||||||||||
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 values 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. | |||||||||||||||||
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 quarter. Assets and liabilities measured at fair value on a recurring basis at March 31, 2013 and December 31, 2012 are summarized as follows: | |||||||||||||||||
(In thousands) | |||||||||||||||||
Assets | Level 1 | Level 2 | Level 3 | March 31, | |||||||||||||
2013 | |||||||||||||||||
Fair value of cash equivalents | $ | 33,013 | $ | 0 | $ | 0 | $ | 33,013 | |||||||||
Short-term investments | 22,123 | 0 | 0 | 22,123 | |||||||||||||
Total | $ | 55,136 | $ | 0 | $ | 0 | $ | 55,136 | |||||||||
Liabilities | |||||||||||||||||
Fair value of common stock warrants | $ | 0 | $ | 0 | $ | 12,708 | $ | 12,708 | |||||||||
Total | $ | 0 | $ | 0 | $ | 12,708 | $ | 12,708 | |||||||||
Assets | Level 1 | Level 2 | Level 3 | 31-Dec-12 | |||||||||||||
Fair value of 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 | |||||||||||||||||
Fair value of common stock warrants | $ | 0 | $ | 0 | $ | 16,405 | $ | 16,405 | |||||||||
Total | $ | 0 | $ | 0 | $ | 16,405 | $ | 16,405 | |||||||||
See Note 5 for further discussion on the calculation of the fair value of the common stock warrant liability. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets primarily include the intellectual property and other rights relating to DR Cysteamine (currently developed as PROCYSBI TM / RP103) and to an out-license acquired in a 2009 merger. The intangible assets related to PROCYSBI TM /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. The intangible assets related to the out-license are amortized using the straight-line method over the estimated useful life of 16 years, which is the life of the intellectual property patents. | |||||||||||||||||
Fixed Assets | |||||||||||||||||
Fixed assets, which mainly consist of leasehold improvements, lab equipment, computer hardware and software and capital lease equipment, 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 Long-Lived 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. | |||||||||||||||||
’ | |||||||||||||||||
Accrued Liabilities | |||||||||||||||||
Accrued liabilities include estimates of certain expenses which the Company has not yet been invoiced and requires management’s judgment in determining appropriate expenses to accrue. Although the Company believes its accrued liabilities reflect the best information available to it, the Company’s actual expenses could differ from its estimates. | |||||||||||||||||
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. | |||||||||||||||||
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 agreed to borrow $50.0 million in two $25.0 million tranches. The Company received the first $25 million tranche in December 2012, and the second tranche is expected by the end of 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 sales of products, including PROCYSBI TM , 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 using the interest method. | |||||||||||||||||
Research and Development Costs | |||||||||||||||||
Research and development costs are charged to expense as incurred. Research and development expenses include medical, clinical, regulatory and scientists’ salaries and benefits, lab collaborations, preclinical studies, clinical trials, clinical trial materials, commercial drug manufacturing expenses prior to obtaining marketing approval, regulatory and clinical consultants, lab supplies, lab services, lab equipment maintenance and small equipment purchased to support the research laboratory, amortization of intangible assets and allocated human resources and facilities expenses. | |||||||||||||||||
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 March 31, 2013, there were no liabilities recorded related to uncertain tax positions and no accrued interest or 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. | |||||||||||||||||
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 income per share is calculated by dividing net income 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: | |||||||||||||||||
(In thousands) | 31-Mar-13 | 29-Feb-12 | |||||||||||||||
Warrants to purchase common stock | 3,963 | 5,277 | |||||||||||||||
Options to purchase common stock | 7,885 | 5,842 | |||||||||||||||
Total potentially dilutive securities | 11,848 | 11,119 | |||||||||||||||
Net loss per share, basic and diluted, was $(0.30) and $(0.29) for the quarters ended March 31, 2013 and February 29, 2012, respectively. | |||||||||||||||||
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 on a straight-line basis 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 values of such awards on the dates the awards vest. | |||||||||||||||||
Reclassifications | |||||||||||||||||
Certain amounts previously reported under specific financial statement captions have been reclassified to be consistent with the current year presentation. |
INTANGIBLE_ASSETS_AND_GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
INTANGIBLE ASSETS AND GOODWILL [Abstract] | ' | ||||||||
INTANGIBLE ASSETS AND GOODWILL | ' | ||||||||
2. INTANGIBLE ASSETS AND GOODWILL | |||||||||
On December 14, 2007, the Company acquired the intellectual property and other rights to develop PROCYSBITM/RP103 to treat various clinical indications from the University of California at San Diego (“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 acquired at the time of the 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. | |||||||||
Intangible assets originally recorded as a result of a 2009 merger were approximately $1.1 million, of which $0.9 million was written off to research and development expense during the year ended August 31, 2012, as discussed below. | |||||||||
A summary of intangible assets acquired is as follows: | |||||||||
(In thousands) | 31-Mar-13 | 31-Dec-12 | |||||||
Intangible asset (IP license for PROCYSBITM/RP103) related to the Encode merger | $ | 2,620 | $ | 2,620 | |||||
Intangible assets (out-license) related to the 2009 Merger | 240 | 240 | |||||||
Total intangible assets | 2,860 | 2,860 | |||||||
Less accumulated amortization | (740 | ) | (704 | ) | |||||
Intangible assets, net | $ | 2,120 | $ | 2,156 | |||||
At August 31, 2012, the Company determined that the capitalized acquired in-process research and development asset carried at $0.9 million, representing the tezampanel and NGX 426 program acquired in a 2009 merger, was fully impaired due to the Company’s decision to discontinue development of this product candidate . During the quarter ended March 31, 2013, the Company did not identify any impairment losses. | |||||||||
During the quarters ended March 31, 2013 and February 29, 2012 and the cumulative period from September 8, 2005 (inception) to March 31, 2013, the Company amortized approximately $36,000, $37,000 and $0.8 million, respectively, of intangible assets to research and development expense. | |||||||||
Amortization expense for intangible assets for the periods indicated is expected to be as follows: | |||||||||
Year ending December 31, (In thousands) | Amortization | ||||||||
expense | |||||||||
2013 | $ | 146 | |||||||
2014 | 146 | ||||||||
2015 | 146 | ||||||||
2016 | 146 | ||||||||
2017 | 146 | ||||||||
The Company tested the carrying value of goodwill for impairment as of the end of its transition period for the four month period ended December 31, 2012 and determined that there was no impairment. |
FIXED_ASSETS
FIXED ASSETS | 3 Months Ended | |||||||||
Mar. 31, 2013 | ||||||||||
FIXED ASSETS [Abstract] | ' | |||||||||
FIXED ASSETS | ' | |||||||||
3. FIXED ASSETS | ||||||||||
Fixed assets consisted of: | ||||||||||
March 31, | December 31, | |||||||||
Category (In thousands) | 2013 | 2012 | Estimated useful lives | |||||||
Leasehold improvements | $ | 146 | $ | 146 | Shorter of life of asset or lease term | |||||
Office furniture | 35 | 35 | 7 years | |||||||
Laboratory equipment | 664 | 593 | 5 years | |||||||
Computer hardware and software | 245 | 204 | 3 years | |||||||
Capital lease equipment | 27 | 27 | Shorter of life of asset or lease term | |||||||
Total at cost | 1,117 | 1,005 | ||||||||
Less: accumulated depreciation | (625 | ) | (589 | ) | ||||||
Total fixed assets, net | $ | 492 | $ | 416 | ||||||
Depreciation expense for the quarters ended March 31, 2013 and February 29, 2012 and the cumulative period from September 8, 2005 (inception) to March 31, 2013 was approximately $36,000, $9,000 and approximately $0.6 million, respectively. Accumulated depreciation on capital lease equipment was approximately $10,000 and $2,000 as of March 31, 2013 and December 31, 2012, respectively. |
NOTE_PAYABLE_AND_DEBT_ISSUANCE
NOTE PAYABLE AND DEBT ISSUANCE COSTS | 3 Months Ended |
Mar. 31, 2013 | |
NOTE PAYABLE AND DEBT ISSUANCE COSTS [Abstract] | ' |
NOTE PAYABLE AND DEBT ISSUANCE COSTS | ' |
4. NOTE PAYABLE AND DEBT ISSUANCE COSTS | |
Note payable consists of the Company’s loan agreement with HC Royalty, as lender, under which the Company agreed to borrow $50.0 million in two $25.0 million tranches. As of March 31, 2013, the Company drew down the first tranche in the amount of $25.0 million. 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 PROCYSBI TM and future approved product net revenues for such calendar year, 3.0% of the PROCYSBI TM and future approved product net revenues for such calendar year in excess of $25.0 million and below $50.0 million, and 1.0% of the PROCYSBI TM and future approved product net revenues for such calendar year in excess of $50.0 million, payable quarterly. | |
As of March 31, 2013, there was no royalty expense accrued or paid since the Company had no approved products at that time. Subsequent to March 31, 2013, as a result of marketing approval of PROCYSBI TM for cystinosis by the FDA, synthetic royalties will be payable to HC Royalty upon sales of PROCYSBI TM . As of March 31, 2013, the Company’s note payable balance was $25.0 million. | |
Unamortized debt issuance costs totaled $1.9 million and $2.0 million as of March 31, 2013 and December 31, 2012, respectively. | |
The loan and the Company’s obligation to make any payments shall terminate immediately when all payments received by HC Royalty from the Company aggregate to $97.5 million. If, by December 20, 2014, net revenues 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 aggregate to $90.0 million. The synthetic royalty will be accrued quarterly upon commencement of sales of PROCYSBI TM. | |
To secure the performance of its 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 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 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 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. Further, HC Royalty may terminate its commitment to fund the second $25.0 million tranche upon the occurrence of any such event prior to the funding of such tranche. |
CAPITAL_STRUCTURE
CAPITAL STRUCTURE | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
CAPITAL STRUCTURE [Abstract] | ' | ||||||||||||||||
CAPITAL STRUCTURE | ' | ||||||||||||||||
5. CAPITAL STRUCTURE | |||||||||||||||||
Preferred Stock | |||||||||||||||||
At March 31, 2013, the Company was authorized to issue 15,000,000 shares of $0.001 par value per share of preferred stock. There were no shares issued and outstanding. | |||||||||||||||||
Common Stock | |||||||||||||||||
At March 31, 2013, the Company was authorized to issue 150,000,000 shares of $0.001 par value per share of common stock. Each holder of common stock is entitled to vote on all matters and is entitled to one vote for each share held. | |||||||||||||||||
As of March 31, 2013 and December 31, 2012, there were 55,431,651 and 52,424,649 shares, respectively, of the Company’s common stock issued and outstanding. | |||||||||||||||||
Common Stock Issuance under At-The-Market (“ATM”) Agreement | |||||||||||||||||
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 $40.0 million through ATM sales on the NASDAQ Stock Market. Cowen is the sole sales agent for any sales made under the ATM for a 3.0% commission on gross proceeds. The common stock is sold at prevailing market prices at the time of the sale of common stock, and, as a result, prices will vary. | |||||||||||||||||
Sales in the ATM offering are being made pursuant to the prospectus supplement dated April 30, 2012, as amended by Amendment No. 1 dated June 28, 2012, 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. Cumulatively through March 31, 2013, the Company sold 5,059,446 shares under the ATM at a weighted-average selling price of $5.39 per share for net proceeds of approximately $26.4 million. | |||||||||||||||||
Common Stock Warrants | |||||||||||||||||
During the quarter ended March 31, 2013, the Company received approximately $1.8 million from the exercise of warrants in exchange for the issuance of 600,000 shares of the Company’s common stock. During the cumulative period from September 8, 2005 (inception) through March 31, 2013, the Company received approximately $24.6 million from the exercise of warrants in exchange for the issuance of an aggregate of 10,137,866 shares. | |||||||||||||||||
The table reflects the number of common stock warrants outstanding as of March 31, 2013: | |||||||||||||||||
Number of | Exercise | Expiration date | |||||||||||||||
shares | price | ||||||||||||||||
exercisable | |||||||||||||||||
(In thousands) | |||||||||||||||||
Issued in connection with Encode merger | 233 | $ | 2.87 | 12/13/15 | |||||||||||||
Issued to placement agents in May / June 2008 | 433 | $ | 2.36 | 5/21/13 | |||||||||||||
Issued to placement agents in August 2009 | 65 | $ | 1.5 | 8/21/14 | |||||||||||||
TorreyPines warrants assumed in 2009 Merger | 8 | $ | 80.86 | * | 6/11/2013-9/26/2015 | ||||||||||||
Issued to registered direct investors in Dec. 2009 | 631 | $ | 2.45 | 12/22/14 | |||||||||||||
Issued to private placement investors in Aug. 2010 | 2,495 | $ | 3.075 | 8/12/15 | |||||||||||||
Issued to placement agent in Aug. 2010 | 98 | $ | 3.075 | 8/12/15 | |||||||||||||
Total warrants outstanding | 3,963 | $ | 3.02 | * | |||||||||||||
* | 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.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 will mark them to fair value at each period end. | |||||||||||||||||
A Black-Scholes option-pricing model was used to estimate the fair value of the warrant liabilities. These warrants were issued in the December 2009 and August 2010 equity financings using the following assumptions at March 31, 2013 and December 31, 2012: | |||||||||||||||||
December 2009 equity financing Series A | August 2010 private placement | ||||||||||||||||
Investors and placement agent | |||||||||||||||||
31-Mar-13 | 31-Dec-12 | 31-Mar-13 | 31-Dec-12 | ||||||||||||||
Fair value (dollars in millions) | $ | 2.5 | $ | 2.6 | $ | 10.2 | $ | 13.8 | |||||||||
Black-Scholes inputs: | |||||||||||||||||
Stock price | $ | 5.85 | $ | 5.85 | $ | 5.85 | $ | 5.85 | |||||||||
Exercise price | $ | 2.45 | $ | 2.45 | $ | 3.075 | $ | 3.075 | |||||||||
Risk free interest rate | 0.25 | % | 0.25 | % | 0.31 | % | 0.31 | % | |||||||||
Volatility | 95 | % | 100 | % | 95 | % | 112 | % | |||||||||
Expected term (years) | 1.75 | 2 | 2.25 | 2.5 | |||||||||||||
Dividend | 0 | 0 | 0 | 0 | |||||||||||||
RAPTOR PHARMACEUTICAL CORP. | |||||||||||||||||
(A Development Stage Company) | |||||||||||||||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |||||||||||||||||
For the quarters ended March 31, 2013 and February 29, 2012, and for the cumulative period from September 8, 2005 (inception) to March 31, 2013, the Company recorded a gain of approximately $1.0 million, losses of approximately $7.8 million and $25.8 million, respectively, in its condensed consolidated statements of operations and comprehensive loss from changes in the fair values of warrants. | |||||||||||||||||
Below is the activity of the warrant liabilities for the quarters ended March 31, 2013 and February 29, 2012: | |||||||||||||||||
For the quarter ended | |||||||||||||||||
(In millions) | March 31, | February 29, | |||||||||||||||
2013 | 2012 | ||||||||||||||||
Fair value of December 2009 direct offering warrants (including placement agent warrants) at beginning of the quarters ended March 31, 2013 and February 29, 2012 | $ | 2.6 | $ | 6.7 | |||||||||||||
December 2009 warrants exercised | 0 | (4.1 | ) | ||||||||||||||
Adjustment to fair value of common stock warrants | (0.1 | ) | 2.2 | ||||||||||||||
December 2009 direct offering common stock warrant liability at fair value at March 31, 2013 and February 29, 2012 | 2.5 | 4.8 | |||||||||||||||
Fair value of August 2010 private placement warrants (including broker warrants) at beginning of the quarters ended March 31, 2013 and February 29, 2012 | 13.8 | 18.7 | |||||||||||||||
August 2010 warrants exercised | (2.6 | ) | (2.5 | ) | |||||||||||||
Adjustment to fair value of common stock warrants | (1.0 | ) | 5.6 | ||||||||||||||
August 2010 private placement common stock warrant liability at fair value at March 31, 2013 and February 29, 2012 | 10.2 | 21.8 | |||||||||||||||
Total warrant liability at March 31, 2013 and February 29, 2012 | $ | 12.7 | $ | 26.6 | |||||||||||||
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 which could provide differing variables. These variables include, but are not limited to, expected stock price volatility over the term of the security and risk-free interest rate. In addition, the Black-Scholes option pricing model requires the input of an expected life for the securities for which we have estimated based upon the stage of the Company's development. The fair value of the warrant liability is revalued each balance sheet date utilizing Black-Scholes valuation model computations with the decrease or increase in fair value being reported in the Condensed Consolidated Statement of Comprehensive Loss as other income or expense, respectively. The Company's reported net loss was approximately $15.9 million for the quarter ended March 31, 2013. If the Company's March 31, 2013 closing stock price had been 10% lower, its net loss would have been approximately $1.7 million lower. If the Company's March 31, 2013 closing stock price had been 10% higher, its net loss would have been approximately $1.7 million higher. If the Company's March 31, 2013 volatility assumption had been 10% lower, its net loss would have been approximately $0.5 million lower. If the Company's March 31, 2013 volatility assumption had been 10% higher, its net loss would have been approximately $0.5 million higher. |
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
ACCRUED LIABILITIES [Abstract] | ' | ||||||||
ACCRUED LIABILITIES | ' | ||||||||
6. ACCRUED LIABILITIES | |||||||||
Accrued liabilities consisted of: | |||||||||
March 31, | December 31, | ||||||||
(In thousands) | 2013 | 2012 | |||||||
Clinical trials and related costs | $ | 1,439 | $ | 641 | |||||
Pre-commercial and other consulting | 993 | 167 | |||||||
Accrued bonuses | 889 | 502 | |||||||
Accrued vacation and employee benefits | 700 | 420 | |||||||
Legal and patent fees | 417 | 44 | |||||||
Salaries and wages | 38 | 322 | |||||||
Other | 88 | 54 | |||||||
Total accrued liabilities | $ | 4,564 | $ | 2,150 |
STOCK_OPTION_PLANS
STOCK OPTION PLANS | 3 Months Ended | ||||||||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||||||||
STOCK OPTION PLANS [Abstract] | ' | ||||||||||||||||||||||
STOCK OPTION PLANS | ' | ||||||||||||||||||||||
7. STOCK OPTION PLANS | |||||||||||||||||||||||
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 cliff-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. | |||||||||||||||||||||||
Employee stock-based compensation expense for the quarters ended March 31, 2013 and February 29, 2012, respectively, and for the cumulative period from September 8, 2005 (inception) to March 31, 2013 was as follows: | |||||||||||||||||||||||
For the quarter | For the quarter | Cumulative Period | |||||||||||||||||||||
ended | ended | from | |||||||||||||||||||||
March 31, | February 29, | September 8, 2005 to March 31, 2013 | |||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||
Research and development | $ | 0.3 | $ | 0.2 | $ | 2.4 | |||||||||||||||||
Selling, general and administrative | 1.4 | 0.9 | 9.4 | ||||||||||||||||||||
Total stock-based compensation expense | $ | 1.7 | $ | 1.1 | $ | 11.8 | |||||||||||||||||
Stock-based compensation expense was based on the Black-Scholes option-pricing model assuming the following: | |||||||||||||||||||||||
Period* | Risk-free | Expected life of | Annual | ||||||||||||||||||||
interest rate | stock option | volatility | |||||||||||||||||||||
Quarter ended February 29, 2012 | 1.12 | % | 5 years | 122 | % | ||||||||||||||||||
Quarter ended March 31, 2013 | 0.82 | % | 5 years | 68 | % | ||||||||||||||||||
* | Dividend rate is 0% for all periods presented. | ||||||||||||||||||||||
If factors change and different assumptions are employed, the compensation expense recorded in future periods may differ significantly from what was recorded in the current period. | |||||||||||||||||||||||
The Company 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 quarters ended March 31, 2013 and February 29, 2012 and for the cumulative period from September 8, 2005 (inception) to March 31, 2013 was approximately $4,000, $0 and $0.8 million, respectively, of which cumulatively approximately $0.1 million was included in general and administrative expense and approximately $0.6 million was included in research and development expense for the cumulative period. | |||||||||||||||||||||||
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- | Exercisable | Weighted- | ||||||||||||||||||||
(In thousands) | average exercise | (In thousands) | average fair value | ||||||||||||||||||||
price | of options granted | ||||||||||||||||||||||
Outstanding at December 31, 2012 | 7,791 | $ | 5.79 | 3,494 | $ | 3.48 | |||||||||||||||||
Granted | 130 | 5.39 | 0 | 3.04 | |||||||||||||||||||
Exercised | (8 | ) | 0.85 | 0 | 0.62 | ||||||||||||||||||
Canceled | (28 | ) | 13.94 | 0 | 4.25 | ||||||||||||||||||
Outstanding at March 31, 2013 | 7,885 | 5.76 | 4,031 | 3.47 | |||||||||||||||||||
There were approximately 1.8 million options available for grant as of March 31, 2013 under the 2010 Equity Incentive Plan, as amended (the "Plan"). | |||||||||||||||||||||||
RAPTOR PHARMACEUTICAL CORP. | |||||||||||||||||||||||
(A Development Stage Company) | |||||||||||||||||||||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | |||||||||||||||||||||||
As of March 31, 2013, the options outstanding under all of the Company's stock option plans consisted of the following: | |||||||||||||||||||||||
Options outstanding | Options vested and exercisable | ||||||||||||||||||||||
Range of exercise | Number of options | Weighted- | Weighted- | Number of | Weighted- | ||||||||||||||||||
prices | outstanding and | average | average | options | average | ||||||||||||||||||
expected to vest | remaining | exercise | exercisable | exercise price | |||||||||||||||||||
(#, in thousands) | contractual life | price ($) | (#, in thousands) | ($) | |||||||||||||||||||
(yrs.) | |||||||||||||||||||||||
$ | 0 to $1.00 | 1 | 6.05 | $ | 0.85 | 1 | $ | 0.85 | |||||||||||||||
$ | 1.01 to $2.00 | 79 | 6.22 | 1.78 | 75 | 1.76 | |||||||||||||||||
$ | 2.01 to $3.00 | 1,353 | 5.64 | 2.66 | 1,121 | 2.61 | |||||||||||||||||
$ | 3.01 to $4.00 | 1,764 | 7.65 | 3.5 | 1,334 | 3.52 | |||||||||||||||||
$ | 4.01 to $5.00 | 310 | 8.66 | 4.79 | 100 | 4.73 | |||||||||||||||||
$ | 5.01 to $6.00 | 3,989 | 8.94 | 5.28 | 1,256 | 5.23 | |||||||||||||||||
$ | 6.01 to $7.00 | 277 | 8.92 | 6.48 | 83 | 6.5 | |||||||||||||||||
$ | 7.01 to $8.00 | 70 | 8.88 | 7.75 | 19 | 7.75 | |||||||||||||||||
$ | 8.01 to $964.24 | 42 | 2.59 | 254.62 | 42 | 254.62 | |||||||||||||||||
7,885 | 8.01 | 5.76 | 4,031 | 6.48 | |||||||||||||||||||
At March 31, 2013, the total unrecognized compensation cost was approximately $13.6 million. The weighted-average period over which it is expected to be recognized is approximately 3 years. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2013 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
8. COMMITMENTS AND CONTINGENCIES | |
The Company maintains several contracts with drug labelers and distributors, research organizations, contract manufacturers, clinical organizations and clinical sites, primarily to assist with clinical research and clinical and commercial manufacturing and distribution of PROCYSBI TM and clinical manufacturing of drug product for the Company’s HD and NAFLD clinical collaborations. The Company's contractual obligations did not change materially during the quarter ended March 31, 2013 compared to those disclosed as of December 31, 2012. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2013 | |
SUBSEQUENT EVENTS [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
9. SUBSEQUENT EVENTS | |
On April 30, 2013, the Company’s lead product candidate, PROCYSBITM (cysteamine bitartrate) delayed-release capsules, received marketing approval from the FDA for the management of nephropathic cystinosis in adults and children six years and older. The Company plans to commercially launch PROCYSBI TM in the U.S. in the second quarter of 2013 and anticipates the Company’s expenses will increase due to significant commercialization activities followed by the uptake of net revenues. As a result of drug approval, the Company will commence capitalizing commercial inventory on May 1, 2013. Due to the nature of the success rate of drug development, it is the Company’s accounting policy to expense drug product manufacturing costs as research and development expenses until that drug product has received marketing approval in a significant market. | |
On April 25, 2013, the Company executed a seven year lease for facilities in Novato, California, which it will inhabit by June 30, 2013 to accommodate personnel growth. The Company will make lease payments of $19,460 per month under this new lease which commences in June 2013 through May 2014. The Company plans to move to an adjacent facility which becomes available in 2014. Rental expense for the larger adjacent facility will be higher than the facility into which the Company will initially move. | |
On April 3, 2013, the Company executed two contracts with Accredo Health Group, Inc. (“Accredo”) to provide the Company exclusive distribution and specialty pharmacy services for PROCYSBI TM to cystinosis patients in the U.S. Accredo will be Raptor’s only significant customer of PROCYSBI TM in the U.S. Accredo will receive a distributor fee for warehousing and distribution of PROCYSBI TM along with a rebate for pharmacy services based upon customary terms. These costs will be captured in cost of sales upon commencement of services. |
DESCRIPTION_OF_BUSINESS_AND_SI1
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||||||||||||||||
Change in Fiscal Year End | ' | ||||||||||||||||
Change in Fiscal Year End | |||||||||||||||||
In December 2012, Raptor's board of directors approved a change in the Company's fiscal year end from August 31 to December 31, effective on December 31, 2012. The accompanying condensed consolidated financial statements cover the period from January 1, 2013 through March 31, 2013, representing the first quarter of Raptor's newly adopted fiscal year. The prior fiscal year quarter ended February 29, 2012 is reported on the basis of Raptor’s previous fiscal year cycle. As a result of the change in Raptor’s fiscal year end, the quarterly periods of Raptor’s newly adopted fiscal year do not coincide with the historical quarterly periods that Raptor had previously reported. | |||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying condensed consolidated financial statements reflect the results of operations of Raptor and have been prepared in accordance with the accounting principles generally accepted in the U.S. ("GAAP") pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. The condensed consolidated balance sheet as of December 31, 2012 has been derived from the Company’s audited financial statements as of such date but does not include all disclosures required by GAAP. This Form 10-Q/A should be read in conjunction with the audited financial statements and accompanying notes in the Company's Transition Report on Form 10-KT/A for the four-month period ended December 31, 2012 as amended. | |||||||||||||||||
The Company's condensed 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. (domiciled in the Netherlands and formed on December 15, 2009), Raptor Pharmaceuticals France SAS (formed in France on October 18, 2012) and RPTP European Holdings C.V. (located in the Grand Caymans and formed on February 16, 2012). All intercompany accounts have been eliminated. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with 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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Comprehensive Loss | ' | ||||||||||||||||
Comprehensive Loss | |||||||||||||||||
The components of comprehensive loss include net loss and foreign currency translation adjustments. | |||||||||||||||||
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. | |||||||||||||||||
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 cash available for investment. Short-term investments as of March 31, 2013 and December 31, 2012 consisted of approximately $22.1 million invested in a short duration government fund. | |||||||||||||||||
Such investments are 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 March 31, 2013 and December 31, 2012. | |||||||||||||||||
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") and RPTP European Holdings C.V. ("CV"), the Company's European subsidiaries 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. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
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 values 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. | |||||||||||||||||
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 quarter. Assets and liabilities measured at fair value on a recurring basis at March 31, 2013 and December 31, 2012 are summarized as follows: | |||||||||||||||||
(In thousands) | |||||||||||||||||
Assets | Level 1 | Level 2 | Level 3 | March 31, | |||||||||||||
2013 | |||||||||||||||||
Fair value of cash equivalents | $ | 33,013 | $ | 0 | $ | 0 | $ | 33,013 | |||||||||
Short-term investments | 22,123 | 0 | 0 | 22,123 | |||||||||||||
Total | $ | 55,136 | $ | 0 | $ | 0 | $ | 55,136 | |||||||||
Liabilities | |||||||||||||||||
Fair value of common stock warrants | $ | 0 | $ | 0 | $ | 12,708 | $ | 12,708 | |||||||||
Total | $ | 0 | $ | 0 | $ | 12,708 | $ | 12,708 | |||||||||
Assets | Level 1 | Level 2 | Level 3 | 31-Dec-12 | |||||||||||||
Fair value of 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 | |||||||||||||||||
Fair value of common stock warrants | $ | 0 | $ | 0 | $ | 16,405 | $ | 16,405 | |||||||||
Total | $ | 0 | $ | 0 | $ | 16,405 | $ | 16,405 | |||||||||
See Note 5 for further discussion on the calculation of the fair value of the common stock warrant liability. | |||||||||||||||||
Intangible Assets | ' | ||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets primarily include the intellectual property and other rights relating to DR Cysteamine (currently developed as PROCYSBI TM / RP103) and to an out-license acquired in a 2009 merger. The intangible assets related to PROCYSBI TM /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. The intangible assets related to the out-license are amortized using the straight-line method over the estimated useful life of 16 years, which is the life of the intellectual property patents. | |||||||||||||||||
Fixed Assets | ' | ||||||||||||||||
Fixed Assets | |||||||||||||||||
Fixed assets, which mainly consist of leasehold improvements, lab equipment, computer hardware and software and capital lease equipment, 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 Long-Lived Assets | ' | ||||||||||||||||
Impairment of Goodwill and Long-Lived 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. | |||||||||||||||||
Accrued Liabilities | ' | ||||||||||||||||
Accrued Liabilities | |||||||||||||||||
Accrued liabilities include estimates of certain expenses which the Company has not yet been invoiced and requires management’s judgment in determining appropriate expenses to accrue. Although the Company believes its accrued liabilities reflect the best information available to it, the Company’s actual expenses could differ from its estimates. | |||||||||||||||||
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. | |||||||||||||||||
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 agreed to borrow $50.0 million in two $25.0 million tranches. The Company received the first $25 million tranche in December 2012, and the second tranche is expected by the end of 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 sales of products, including PROCYSBI TM , 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 using the interest method. | |||||||||||||||||
Research and Development Costs | ' | ||||||||||||||||
Research and Development Costs | |||||||||||||||||
Research and development costs are charged to expense as incurred. Research and development expenses include medical, clinical, regulatory and scientists’ salaries and benefits, lab collaborations, preclinical studies, clinical trials, clinical trial materials, commercial drug manufacturing expenses prior to obtaining marketing approval, regulatory and clinical consultants, lab supplies, lab services, lab equipment maintenance and small equipment purchased to support the research laboratory, amortization of intangible assets and allocated human resources and facilities expenses. | |||||||||||||||||
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 March 31, 2013, there were no liabilities recorded related to uncertain tax positions and no accrued interest or 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. | |||||||||||||||||
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 income per share is calculated by dividing net income 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: | |||||||||||||||||
(In thousands) | 31-Mar-13 | 29-Feb-12 | |||||||||||||||
Warrants to purchase common stock | 3,963 | 5,277 | |||||||||||||||
Options to purchase common stock | 7,885 | 5,842 | |||||||||||||||
Total potentially dilutive securities | 11,848 | 11,119 | |||||||||||||||
Net loss per share, basic and diluted, was $(0.30) and $(0.29) for the quarters ended March 31, 2013 and February 29, 2012, respectively. | |||||||||||||||||
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 on a straight-line basis 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 values of such awards on the dates the awards vest. | |||||||||||||||||
Reclassifications | ' | ||||||||||||||||
Reclassifications | |||||||||||||||||
Certain amounts previously reported under specific financial statement captions have been reclassified to be consistent with the current year presentation. |
DESCRIPTION_OF_BUSINESS_AND_SI2
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at March 31, 2013 and December 31, 2012 are summarized as follows: | |||||||||||||||||
(In thousands) | |||||||||||||||||
Assets | Level 1 | Level 2 | Level 3 | March 31, | |||||||||||||
2013 | |||||||||||||||||
Fair value of cash equivalents | $ | 33,013 | $ | 0 | $ | 0 | $ | 33,013 | |||||||||
Short-term investments | 22,123 | 0 | 0 | 22,123 | |||||||||||||
Total | $ | 55,136 | $ | 0 | $ | 0 | $ | 55,136 | |||||||||
Liabilities | |||||||||||||||||
Fair value of common stock warrants | $ | 0 | $ | 0 | $ | 12,708 | $ | 12,708 | |||||||||
Total | $ | 0 | $ | 0 | $ | 12,708 | $ | 12,708 | |||||||||
Assets | Level 1 | Level 2 | Level 3 | 31-Dec-12 | |||||||||||||
Fair value of 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 | |||||||||||||||||
Fair value of common stock warrants | $ | 0 | $ | 0 | $ | 16,405 | $ | 16,405 | |||||||||
Total | $ | 0 | $ | 0 | $ | 16,405 | $ | 16,405 | |||||||||
Potentially dilutive securities | ' | ||||||||||||||||
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: | |||||||||||||||||
(In thousands) | 31-Mar-13 | 29-Feb-12 | |||||||||||||||
Warrants to purchase common stock | 3,963 | 5,277 | |||||||||||||||
Options to purchase common stock | 7,885 | 5,842 | |||||||||||||||
Total potentially dilutive securities | 11,848 | 11,119 |
INTANGIBLE_ASSETS_AND_GOODWILL1
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
INTANGIBLE ASSETS AND GOODWILL [Abstract] | ' | ||||||||
Summary of intangibles acquired | ' | ||||||||
A summary of intangible assets acquired is as follows: | |||||||||
(In thousands) | 31-Mar-13 | 31-Dec-12 | |||||||
Intangible asset (IP license for PROCYSBITM/RP103) related to the Encode merger | $ | 2,620 | $ | 2,620 | |||||
Intangible assets (out-license) related to the 2009 Merger | 240 | 240 | |||||||
Total intangible assets | 2,860 | 2,860 | |||||||
Less accumulated amortization | (740 | ) | (704 | ) | |||||
Intangible assets, net | $ | 2,120 | $ | 2,156 | |||||
Amortization expense for intangible assets | ' | ||||||||
Amortization expense for intangible assets for the periods indicated is expected to be as follows: | |||||||||
Year ending December 31, (In thousands) | Amortization | ||||||||
expense | |||||||||
2013 | $ | 146 | |||||||
2014 | 146 | ||||||||
2015 | 146 | ||||||||
2016 | 146 | ||||||||
2017 | 146 |
FIXED_ASSETS_Tables
FIXED ASSETS (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2013 | ||||||||||
FIXED ASSETS [Abstract] | ' | |||||||||
FIXED ASSETS | ' | |||||||||
Fixed assets consisted of: | ||||||||||
March 31, | December 31, | |||||||||
Category (In thousands) | 2013 | 2012 | Estimated useful lives | |||||||
Leasehold improvements | $ | 146 | $ | 146 | Shorter of life of asset or lease term | |||||
Office furniture | 35 | 35 | 7 years | |||||||
Laboratory equipment | 664 | 593 | 5 years | |||||||
Computer hardware and software | 245 | 204 | 3 years | |||||||
Capital lease equipment | 27 | 27 | Shorter of life of asset or lease term | |||||||
Total at cost | 1,117 | 1,005 | ||||||||
Less: accumulated depreciation | (625 | ) | (589 | ) | ||||||
Total fixed assets, net | $ | 492 | $ | 416 |
CAPITAL_STRUCTURE_Tables
CAPITAL STRUCTURE (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
CAPITAL STRUCTURE [Abstract] | ' | ||||||||||||||||
Number of outstanding common stock warrants | ' | ||||||||||||||||
The table reflects the number of common stock warrants outstanding as of March 31, 2013: | |||||||||||||||||
Number of | Exercise | Expiration date | |||||||||||||||
shares | price | ||||||||||||||||
exercisable | |||||||||||||||||
(In thousands) | |||||||||||||||||
Issued in connection with Encode merger | 233 | $ | 2.87 | 12/13/15 | |||||||||||||
Issued to placement agents in May / June 2008 | 433 | $ | 2.36 | 5/21/13 | |||||||||||||
Issued to placement agents in August 2009 | 65 | $ | 1.5 | 8/21/14 | |||||||||||||
TorreyPines warrants assumed in 2009 Merger | 8 | $ | 80.86 | * | 6/11/2013-9/26/2015 | ||||||||||||
Issued to registered direct investors in Dec. 2009 | 631 | $ | 2.45 | 12/22/14 | |||||||||||||
Issued to private placement investors in Aug. 2010 | 2,495 | $ | 3.075 | 8/12/15 | |||||||||||||
Issued to placement agent in Aug. 2010 | 98 | $ | 3.075 | 8/12/15 | |||||||||||||
Total warrants outstanding | 3,963 | $ | 3.02 | * | |||||||||||||
* | Weighted-average exercise price | ||||||||||||||||
Assumptions for fair value of the warrants | ' | ||||||||||||||||
These warrants were issued in the December 2009 and August 2010 equity financings using the following assumptions at March 31, 2013 and December 31, 2012: | |||||||||||||||||
December 2009 equity financing Series A | August 2010 private placement | ||||||||||||||||
Investors and placement agent | |||||||||||||||||
31-Mar-13 | 31-Dec-12 | 31-Mar-13 | 31-Dec-12 | ||||||||||||||
Fair value (dollars in millions) | $ | 2.5 | $ | 2.6 | $ | 10.2 | $ | 13.8 | |||||||||
Black-Scholes inputs: | |||||||||||||||||
Stock price | $ | 5.85 | $ | 5.85 | $ | 5.85 | $ | 5.85 | |||||||||
Exercise price | $ | 2.45 | $ | 2.45 | $ | 3.075 | $ | 3.075 | |||||||||
Risk free interest rate | 0.25 | % | 0.25 | % | 0.31 | % | 0.31 | % | |||||||||
Volatility | 95 | % | 100 | % | 95 | % | 112 | % | |||||||||
Expected term (years) | 1.75 | 2 | 2.25 | 2.5 | |||||||||||||
Dividend | 0 | 0 | 0 | 0 | |||||||||||||
Activity of the warrant liabilities | ' | ||||||||||||||||
Below is the activity of the warrant liabilities for the quarters ended March 31, 2013 and February 29, 2012: | |||||||||||||||||
For the quarter ended | |||||||||||||||||
(In millions) | March 31, | February 29, | |||||||||||||||
2013 | 2012 | ||||||||||||||||
Fair value of December 2009 direct offering warrants (including placement agent warrants) at beginning of the quarters ended March 31, 2013 and February 29, 2012 | $ | 2.6 | $ | 6.7 | |||||||||||||
December 2009 warrants exercised | 0 | (4.1 | ) | ||||||||||||||
Adjustment to fair value of common stock warrants | (0.1 | ) | 2.2 | ||||||||||||||
December 2009 direct offering common stock warrant liability at fair value at March 31, 2013 and February 29, 2012 | 2.5 | 4.8 | |||||||||||||||
Fair value of August 2010 private placement warrants (including broker warrants) at beginning of the quarters ended March 31, 2013 and February 29, 2012 | 13.8 | 18.7 | |||||||||||||||
August 2010 warrants exercised | (2.6 | ) | (2.5 | ) | |||||||||||||
Adjustment to fair value of common stock warrants | (1.0 | ) | 5.6 | ||||||||||||||
August 2010 private placement common stock warrant liability at fair value at March 31, 2013 and February 29, 2012 | 10.2 | 21.8 | |||||||||||||||
Total warrant liability at March 31, 2013 and February 29, 2012 | $ | 12.7 | $ | 26.6 |
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
ACCRUED LIABILITIES [Abstract] | ' | ||||||||
Accrued liabilities | ' | ||||||||
Accrued liabilities consisted of: | |||||||||
March 31, | December 31, | ||||||||
(In thousands) | 2013 | 2012 | |||||||
Clinical trials and related costs | $ | 1,439 | $ | 641 | |||||
Pre-commercial and other consulting | 993 | 167 | |||||||
Accrued bonuses | 889 | 502 | |||||||
Accrued vacation and employee benefits | 700 | 420 | |||||||
Legal and patent fees | 417 | 44 | |||||||
Salaries and wages | 38 | 322 | |||||||
Other | 88 | 54 | |||||||
Total accrued liabilities | $ | 4,564 | $ | 2,150 |
STOCK_OPTION_PLANS_Tables
STOCK OPTION PLANS (Tables) | 3 Months Ended | ||||||||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||||||||
STOCK OPTION PLANS [Abstract] | ' | ||||||||||||||||||||||
Employee stock-based compensation expense | ' | ||||||||||||||||||||||
Employee stock-based compensation expense for the quarters ended March 31, 2013 and February 29, 2012, respectively, and for the cumulative period from September 8, 2005 (inception) to March 31, 2013 was as follows: | |||||||||||||||||||||||
For the quarter | For the quarter | Cumulative Period | |||||||||||||||||||||
ended | ended | from | |||||||||||||||||||||
March 31, | February 29, | September 8, 2005 to March 31, 2013 | |||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||
Research and development | $ | 0.3 | $ | 0.2 | $ | 2.4 | |||||||||||||||||
Selling, general and administrative | 1.4 | 0.9 | 9.4 | ||||||||||||||||||||
Total stock-based compensation expense | $ | 1.7 | $ | 1.1 | $ | 11.8 | |||||||||||||||||
Black-Scholes option-pricing model assumptions | ' | ||||||||||||||||||||||
Stock-based compensation expense was based on the Black-Scholes option-pricing model assuming the following: | |||||||||||||||||||||||
Period* | Risk-free | Expected life of | Annual | ||||||||||||||||||||
interest rate | stock option | volatility | |||||||||||||||||||||
Quarter ended February 29, 2012 | 1.12 | % | 5 years | 122 | % | ||||||||||||||||||
Quarter ended March 31, 2013 | 0.82 | % | 5 years | 68 | % | ||||||||||||||||||
* | 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- | Exercisable | Weighted- | ||||||||||||||||||||
(In thousands) | average exercise | (In thousands) | average fair value | ||||||||||||||||||||
price | of options granted | ||||||||||||||||||||||
Outstanding at December 31, 2012 | 7,791 | $ | 5.79 | 3,494 | $ | 3.48 | |||||||||||||||||
Granted | 130 | 5.39 | 0 | 3.04 | |||||||||||||||||||
Exercised | (8 | ) | 0.85 | 0 | 0.62 | ||||||||||||||||||
Canceled | (28 | ) | 13.94 | 0 | 4.25 | ||||||||||||||||||
Outstanding at March 31, 2013 | 7,885 | 5.76 | 4,031 | 3.47 | |||||||||||||||||||
Options outstanding under all of the entity's stock option plans | ' | ||||||||||||||||||||||
As of March 31, 2013, the options outstanding under all of the Company's stock option plans consisted of the following: | |||||||||||||||||||||||
Options outstanding | Options vested and exercisable | ||||||||||||||||||||||
Range of exercise | Number of options | Weighted- | Weighted- | Number of | Weighted- | ||||||||||||||||||
prices | outstanding and | average | average | options | average | ||||||||||||||||||
expected to vest | remaining | exercise | exercisable | exercise price | |||||||||||||||||||
(#, in thousands) | contractual life | price ($) | (#, in thousands) | ($) | |||||||||||||||||||
(yrs.) | |||||||||||||||||||||||
$ | 0 to $1.00 | 1 | 6.05 | $ | 0.85 | 1 | $ | 0.85 | |||||||||||||||
$ | 1.01 to $2.00 | 79 | 6.22 | 1.78 | 75 | 1.76 | |||||||||||||||||
$ | 2.01 to $3.00 | 1,353 | 5.64 | 2.66 | 1,121 | 2.61 | |||||||||||||||||
$ | 3.01 to $4.00 | 1,764 | 7.65 | 3.5 | 1,334 | 3.52 | |||||||||||||||||
$ | 4.01 to $5.00 | 310 | 8.66 | 4.79 | 100 | 4.73 | |||||||||||||||||
$ | 5.01 to $6.00 | 3,989 | 8.94 | 5.28 | 1,256 | 5.23 | |||||||||||||||||
$ | 6.01 to $7.00 | 277 | 8.92 | 6.48 | 83 | 6.5 | |||||||||||||||||
$ | 7.01 to $8.00 | 70 | 8.88 | 7.75 | 19 | 7.75 | |||||||||||||||||
$ | 8.01 to $964.24 | 42 | 2.59 | 254.62 | 42 | 254.62 | |||||||||||||||||
7,885 | 8.01 | 5.76 | 4,031 | 6.48 |
DESCRIPTION_OF_BUSINESS_AND_SI3
DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 3 Months Ended | ||||||||||||||||
Share data in Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2013 | Feb. 29, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Feb. 29, 2012 | Mar. 31, 2013 | Feb. 29, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2013 |
Segment | Warrants to Purchase Common Stock [Member] | Warrants to Purchase Common Stock [Member] | Options to Purchase Common Stock [Member] | Options to Purchase Common Stock [Member] | IP license for PROCYSBI RP103 [Member] | Out license [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Subsequent Event [Member] | |||
Tranche | Level 1 [Member] | Level 1 [Member] | Level 2 [Member] | Level 2 [Member] | Level 3 [Member] | Level 3 [Member] | Age | |||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum age of children for management of nephropathic cystinosis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 |
Cash and Cash Equivalents [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum maturity period for investments considered as highly liquid investments | '3 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term Investments [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term investments | $22,123,000 | ' | $22,096,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of cash equivalents | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,013,000 | 35,069,000 | 33,013,000 | 35,069,000 | 0 | 0 | 0 | 0 | ' |
Short-term investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,123,000 | 22,096,000 | 22,123,000 | 22,096,000 | 0 | 0 | 0 | 0 | ' |
Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,136,000 | 57,165,000 | 55,136,000 | 57,165,000 | 0 | 0 | 0 | 0 | ' |
Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of common stock warrants | 12,700,000 | 26,600,000 | ' | ' | ' | ' | ' | ' | ' | 12,708,000 | 16,405,000 | 0 | 0 | 0 | 0 | 12,708,000 | 16,405,000 | ' |
Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,708,000 | 16,405,000 | 0 | 0 | 0 | 0 | 12,708,000 | 16,405,000 | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life of intangible assets | ' | ' | ' | ' | ' | ' | ' | '20 years | '16 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed Assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life of significant additions and improvements in fixed assets for capitalization, minimum | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note Payable and Debt Issuance Costs [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income taxes [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest or penalties related to uncertain tax positions | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized tax benefits | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total potentially dilutive securities (in shares) | 11,848 | 11,119 | ' | 3,963 | 5,277 | 7,885 | 5,842 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss per share, basic and diluted (in dollars per share) | ($0.30) | ($0.29) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INTANGIBLE_ASSETS_AND_GOODWILL2
INTANGIBLE ASSETS AND GOODWILL (Details) (USD $) | 3 Months Ended | 91 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2013 | Feb. 29, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2009 | Aug. 31, 2012 | Dec. 31, 2009 | |
IP license for PROCYSBI/RP103 [Member] | IP license for PROCYSBI/RP103 [Member] | Out license [Member] | Out license [Member] | Out license [Member] | Tezampanel/ NGX426 [Member] | Tezampanel/ NGX426 [Member] | |||||
Encode Pharmaceuticals, Inc. [Member] | Encode Pharmaceuticals, Inc. [Member] | 2009 Merger [Member] | 2009 Merger [Member] | 2009 Merger [Member] | 2009 Merger [Member] | 2009 Merger [Member] | |||||
Summary of intangible assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intangible assets | $2,860,000 | ' | $2,860,000 | $2,860,000 | $2,620,000 | $2,620,000 | $240,000 | $240,000 | $1,100,000 | ' | ' |
Less accumulated amortization | -740,000 | ' | -740,000 | -704,000 | ' | ' | ' | ' | ' | ' | ' |
Intangible assets, net | 2,120,000 | ' | 2,120,000 | 2,156,000 | ' | ' | ' | ' | ' | ' | ' |
Intangible assets acquired in the merger | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 |
Impairment of assets charged to research and development expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' |
Amortization charged to research and development expense | 36,000 | 37,000 | 782,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Actual and estimated amortization expense for intangible assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2013 | 146,000 | ' | 146,000 | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 146,000 | ' | 146,000 | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 146,000 | ' | 146,000 | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 146,000 | ' | 146,000 | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | $146,000 | ' | $146,000 | ' | ' | ' | ' | ' | ' | ' | ' |
FIXED_ASSETS_Details
FIXED ASSETS (Details) (USD $) | 3 Months Ended | 91 Months Ended | ||
Mar. 31, 2013 | Feb. 29, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | $1,117,000 | ' | $1,117,000 | $1,005,000 |
Less: accumulated depreciation | -625,000 | ' | -625,000 | -589,000 |
Total fixed assets, net | 492,000 | ' | 492,000 | 416,000 |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Depreciation expense | 36,000 | 9,000 | 644,000 | ' |
Leasehold Improvements [Member] | ' | ' | ' | ' |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | 146,000 | ' | 146,000 | 146,000 |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Estimated useful lives | 'Shorter of life of asset or lease term | ' | ' | ' |
Office Furniture [Member] | ' | ' | ' | ' |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | 35,000 | ' | 35,000 | 35,000 |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Estimated useful lives | '7 years | ' | ' | ' |
Laboratory Equipment [Member] | ' | ' | ' | ' |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | 664,000 | ' | 664,000 | 593,000 |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Estimated useful lives | '5 years | ' | ' | ' |
Computer Hardware and Software [Member] | ' | ' | ' | ' |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | 245,000 | ' | 245,000 | 204,000 |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Estimated useful lives | '3 years | ' | ' | ' |
Capital Lease Equipment [Member] | ' | ' | ' | ' |
Fixed assets [Abstract] | ' | ' | ' | ' |
Total at cost | 27,000 | ' | 27,000 | 27,000 |
Less: accumulated depreciation | $10,000 | ' | $10,000 | $2,000 |
Estimated useful lives [Abstract] | ' | ' | ' | ' |
Estimated useful lives | 'Shorter of life of asset or lease term | ' | ' | ' |
NOTE_PAYABLE_AND_DEBT_ISSUANCE1
NOTE PAYABLE AND DEBT ISSUANCE COSTS (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 |
Tranche | Loan Agreement with HC Royalty [Member] | Loan Agreement with HC Royalty [Member] | Loan Agreement with HC Royalty [Member] | ||
Quarter | First Tranche [Member] | Second Tranche [Member] | |||
Tranche | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Total amount of loan | $50,000,000 | ' | $50,000,000 | ' | ' |
Number of tranches in loan | 2 | ' | 2 | ' | ' |
Amount of loan per tranche | 25,000,000 | ' | 25,000,000 | ' | ' |
Draw down on loan | ' | ' | ' | 25,000,000 | 25,000,000 |
Annual fixed interest rate (in hundredths) | 10.75% | ' | 10.75% | ' | ' |
Royalty rate of first threshold of PROCYSBI and future approved product net revenues for calendar year (in hundredths) | ' | ' | ' | 6.25% | ' |
Amount of first threshold of PROCYSBI and future approved product net revenues for calendar year | ' | ' | ' | 25,000,000 | ' |
Royalty rate of amount between first and second threshold of PROCYSBI and future approved product net revenues for calendar year (in hundredths) | ' | ' | ' | 3.00% | ' |
Amount of second threshold of PROCYSBI and future approved product net revenues for calendar year | ' | ' | ' | 50,000,000 | ' |
Royalty rate for amount in excess of second threshold of PROCYSBI and future approved product net revenues for calendar year (in hundredths) | ' | ' | ' | 1.00% | ' |
Note payable outstanding | 25,000,000 | 25,000,000 | 25,000,000 | ' | ' |
Total payment required to terminate loan obligation immediately | ' | ' | 97,500,000 | ' | ' |
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 | ' | ' | 100,000,000 | ' | ' |
Total payment required upon net revenues exceeding threshold during specified period to terminate loan obligation immediately | ' | ' | 90,000,000 | ' | ' |
Unamortized debt issuance | $1,900,000 | $2,000,000 | ' | ' | ' |
CAPITAL_STRUCTURE_COMMON_STOCK
CAPITAL STRUCTURE, COMMON STOCK (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Apr. 30, 2012 |
In Millions, except Share data, unless otherwise specified | Shares Issued under ATM Sales Agreement [Member] | Shares Issued under ATM Sales Agreement [Member] | ||
Class of Stock [Line Items] | ' | ' | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | ' | ' |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | ' | ' |
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) | 150,000,000 | 150,000,000 | ' | ' |
Common stock issued (in shares) | 55,431,651 | 52,424,649 | 5,059,446 | ' |
Common stock outstanding (in shares) | 55,431,651 | 52,424,649 | ' | ' |
Maximum amount of common stock under ATM sales agreement | ' | ' | ' | $40 |
Sales commission percentage for sales made under ATM (in hundredths) | ' | ' | 3.00% | ' |
Weighted-average selling price of shares sold under the ATM offering (in dollars per share) | ' | ' | $5.39 | ' |
Cumulative net proceeds from sale of shares | ' | ' | $26.40 | ' |
CAPITAL_STRUCTURE_COMMON_STOCK1
CAPITAL STRUCTURE, COMMON STOCK WARRANTS (Details) (USD $) | 3 Months Ended | 91 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 31, 2013 | Feb. 29, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Feb. 29, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Feb. 29, 2012 | Dec. 31, 2012 | Jun. 30, 2013 | ||||
Issued in Connection with Encode Merger [Member] | Issued to Placement Agents in August 2009 [Member] | Issued To Placement Agents In May/June 2008 [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, Series A [Member] | December 2009 Equity Financing, Series A [Member] | December 2009 Equity Financing, Series A [Member] | August 2010 Private Placement, Investors and Placement Agent [Member] | August 2010 Private Placement, Investors and Placement Agent [Member] | August 2010 Private Placement, Investors and Placement Agent [Member] | August 2010 Private Placement, Investors and Placement Agent [Member] | |||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Proceeds from the exercise of common stock warrants | $1,845,000 | $2,820,000 | $24,598,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Exercise of common stock warrants (in shares) | 600,000 | ' | 10,137,866 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Common stock warrants outstanding [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Number of shares exercisable (in shares) | 3,963,000 | ' | 3,963,000 | 233,000 | 65,000 | 433,000 | 8,000 | 631,000 | 2,495,000 | 98,000 | ' | ' | ' | ' | ' | ' | ' | |||
Exercise price (in dollars per share) | $3.02 | [1] | ' | $3.02 | [1] | $2.87 | $1.50 | $2.36 | $80.86 | [1] | $2.45 | $3.08 | $3.08 | ' | ' | ' | ' | ' | ' | ' |
Expiration date | ' | ' | ' | '12/13/2015 | '8/21/2014 | '5/21/2013 | '6/11/2013-09/26/20155 | '12/22/2014 | '8/12/2015 | '8/12/2015 | ' | ' | ' | ' | ' | ' | ' | |||
Assumptions to obtain the fair value of the warrants [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | 2,600,000 | ' | ' | 13,800,000 | 10,200,000 | |||
Black Scholes inputs [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Stock price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.85 | ' | $5.85 | $5.85 | ' | $5.85 | ' | |||
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.45 | ' | $2.45 | $3.08 | ' | $3.08 | ' | |||
Risk free interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | 0.25% | 0.31% | ' | 0.31% | ' | |||
Volatility (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% | ' | 100.00% | 95.00% | ' | 112.00% | ' | |||
Expected term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 9 months | ' | '2 years | '2 years 3 months | ' | '2 years 6 months | ' | |||
Dividend (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | 0.00% | 0.00% | ' | 0.00% | ' | |||
Adjustment to fair value of common stock warrants | 1,060,000 | -7,814,000 | -25,793,000 | ' | ' | ' | ' | ' | ' | ' | 100,000 | -2,200,000 | ' | 1,000,000 | -5,600,000 | ' | ' | |||
Activity of the warrant liabilities [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Fair value of warrants, beginning of period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | 6,700,000 | ' | 13,800,000 | 18,700,000 | ' | ' | |||
Warrants exercised | 1,845,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -4,100,000 | ' | -2,600,000 | -2,500,000 | ' | ' | |||
Adjustment to fair value of common stock warrants | -1,060,000 | 7,814,000 | 25,793,000 | ' | ' | ' | ' | ' | ' | ' | -100,000 | 2,200,000 | ' | -1,000,000 | 5,600,000 | ' | ' | |||
Fair value of warrants, end of period | 12,700,000 | 26,600,000 | 12,700,000 | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | 4,800,000 | 2,600,000 | 10,200,000 | 21,800,000 | 13,800,000 | ' | |||
Net loss | 15,927,000 | 13,992,000 | 151,865,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Effect of 10% decrease of closing stock price on increase (decrease) on net loss | -1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Effect of 10% increase of closing stock price on increase (decrease) on net loss | -1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Effect of 10% decrease of the volatility assumption on increase (decrease) on net loss | -500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Effect of 10% increase of the volatility assumption on increase (decrease) on net loss | ($500,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[1] | Weighted-average exercise price |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES (Details) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued liabilities [Abstract] | ' | ' |
Clinical trial and related costs | $1,439 | $641 |
Pre-commercial and other consulting | 993 | 167 |
Accrued bonuses | 889 | 502 |
Accrued vacation and employee benefits | 700 | 420 |
Legal and patent fees | 417 | 44 |
Salaries and wages | 38 | 322 |
Other | 88 | 54 |
Total accrued liabilities | $4,564 | $2,150 |
STOCK_OPTION_PLANS_Details
STOCK OPTION PLANS (Details) (USD $) | 3 Months Ended | 91 Months Ended | |||
Mar. 31, 2013 | Feb. 29, 2012 | Mar. 31, 2013 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ||
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 | $1,700,000 | $1,100,000 | $11,800,000 | ||
Assumptions of black scholes option pricing model for stock-based compensation expense [Abstract] | ' | ' | ' | ||
Risk-free interest rate (in hundredths) | 0.82% | [1] | 1.12% | [1] | ' |
Expected life of stock option | '5 years | [1] | '5 years | [1] | ' |
Annual volatility (in hundredths) | 68.00% | [1] | 122.00% | [1] | ' |
Dividend rate (in hundredths) | 0.00% | 0.00% | ' | ||
Option shares [Roll Forward] | ' | ' | ' | ||
Outstanding beginning balance (in shares) | 7,791,000 | ' | ' | ||
Granted (in shares) | 130,000 | ' | ' | ||
Exercised (in shares) | -8,000 | ' | ' | ||
Canceled (in shares) | -28,000 | ' | ' | ||
Outstanding ending balance (in shares) | 7,885,000 | ' | 7,885,000 | ||
Weighted- average exercise price [Roll Forward] | ' | ' | ' | ||
Outstanding (in dollars per share) | $5.79 | ' | ' | ||
Granted (in dollars per share) | $5.39 | ' | ' | ||
Exercised (in dollars per share) | $0.85 | ' | ' | ||
Canceled (in dollars per share) | $13.94 | ' | ' | ||
Outstanding (in dollars per share) | $5.76 | ' | $5.76 | ||
Exercisable [Roll Forward] | ' | ' | ' | ||
Outstanding, beginning of period (in shares) | 3,494,000 | ' | ' | ||
Granted (in shares) | 0 | ' | ' | ||
Exercised (in shares) | 0 | ' | ' | ||
Canceled (in shares) | 0 | ' | ' | ||
Outstanding, end of period (in shares) | 4,031,000 | ' | 4,031,000 | ||
Weighted- average fair value of options granted [Roll Forward] | ' | ' | ' | ||
Outstanding (in dollars per share) | $3.48 | ' | ' | ||
Granted (in dollars per share) | $3.04 | ' | ' | ||
Exercised (in dollars per share) | $0.62 | ' | ' | ||
Canceled (in dollars per share) | $4.25 | ' | ' | ||
Outstanding (in dollars per share) | $3.47 | ' | $3.47 | ||
Options outstanding under stock option plans [Abstract] | ' | ' | ' | ||
Options outstanding, number of options outstanding (in shares) | 7,885,000 | ' | 7,885,000 | ||
Options outstanding, weighted-average remaining contractual life | '8 years 0 months 4 days | ' | ' | ||
Options outstanding, weighted-average exercise price (in dollars per share) | $5.76 | ' | $5.76 | ||
Options exercisable, number of options exercisable (in shares) | 4,031,000 | ' | 4,031,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $6.48 | ' | $6.48 | ||
Total unrecognized compensation cost | 13,600,000 | ' | 13,600,000 | ||
Weighted-average period over which compensation cost expected to be recognized | '3 years | ' | ' | ||
0 to $1.00 [Member] | ' | ' | ' | ||
Options outstanding under stock option plans [Abstract] | ' | ' | ' | ||
Range of exercise prices, minimum (in dollars per share) | $0 | ' | ' | ||
Range of exercise prices, maximum (in dollars per share) | $1 | ' | ' | ||
Options outstanding, number of options outstanding (in shares) | 1,000 | ' | 1,000 | ||
Options outstanding, weighted-average remaining contractual life | '6 years 0 months 18 days | ' | ' | ||
Options outstanding, weighted-average exercise price (in dollars per share) | $0.85 | ' | $0.85 | ||
Options exercisable, number of options exercisable (in shares) | 1,000 | ' | 1,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $0.85 | ' | $0.85 | ||
1.01 to $2.00 [Member] | ' | ' | ' | ||
Options outstanding under stock option plans [Abstract] | ' | ' | ' | ||
Range of exercise prices, minimum (in dollars per share) | $1.01 | ' | ' | ||
Range of exercise prices, maximum (in dollars per share) | $2 | ' | ' | ||
Options outstanding, number of options outstanding (in shares) | 79,000 | ' | 79,000 | ||
Options outstanding, weighted-average remaining contractual life | '6 years 2 months 19 days | ' | ' | ||
Options outstanding, weighted-average exercise price (in dollars per share) | $1.78 | ' | $1.78 | ||
Options exercisable, number of options exercisable (in shares) | 75,000 | ' | 75,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $1.76 | ' | $1.76 | ||
2.01 to $3.00 [Member] | ' | ' | ' | ||
Options outstanding under stock option plans [Abstract] | ' | ' | ' | ||
Range of exercise prices, minimum (in dollars per share) | $2.01 | ' | ' | ||
Range of exercise prices, maximum (in dollars per share) | $3 | ' | ' | ||
Options outstanding, number of options outstanding (in shares) | 1,353,000 | ' | 1,353,000 | ||
Options outstanding, weighted-average remaining contractual life | '5 years 7 months 20 days | ' | ' | ||
Options outstanding, weighted-average exercise price (in dollars per share) | $2.66 | ' | $2.66 | ||
Options exercisable, number of options exercisable (in shares) | 1,121,000 | ' | 1,121,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $2.61 | ' | $2.61 | ||
3.01 to $4.00 [Member] | ' | ' | ' | ||
Options outstanding under stock option plans [Abstract] | ' | ' | ' | ||
Range of exercise prices, minimum (in dollars per share) | $3.01 | ' | ' | ||
Range of exercise prices, maximum (in dollars per share) | $4 | ' | ' | ||
Options outstanding, number of options outstanding (in shares) | 1,764,000 | ' | 1,764,000 | ||
Options outstanding, weighted-average remaining contractual life | '7 years 7 months 24 days | ' | ' | ||
Options outstanding, weighted-average exercise price (in dollars per share) | $3.50 | ' | $3.50 | ||
Options exercisable, number of options exercisable (in shares) | 1,334,000 | ' | 1,334,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $3.52 | ' | $3.52 | ||
4.01 to $5.00 [Member] | ' | ' | ' | ||
Options outstanding under stock option plans [Abstract] | ' | ' | ' | ||
Range of exercise prices, minimum (in dollars per share) | $4.01 | ' | ' | ||
Range of exercise prices, maximum (in dollars per share) | $5 | ' | ' | ||
Options outstanding, number of options outstanding (in shares) | 310,000 | ' | 310,000 | ||
Options outstanding, weighted-average remaining contractual life | '8 years 7 months 28 days | ' | ' | ||
Options outstanding, weighted-average exercise price (in dollars per share) | $4.79 | ' | $4.79 | ||
Options exercisable, number of options exercisable (in shares) | 100,000 | ' | 100,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $4.73 | ' | $4.73 | ||
5.01 to $6.00 [Member] | ' | ' | ' | ||
Options outstanding under stock option plans [Abstract] | ' | ' | ' | ||
Range of exercise prices, minimum (in dollars per share) | $5.01 | ' | ' | ||
Range of exercise prices, maximum (in dollars per share) | $6 | ' | ' | ||
Options outstanding, number of options outstanding (in shares) | 3,989,000 | ' | 3,989,000 | ||
Options outstanding, weighted-average remaining contractual life | '8 years 11 months 8 days | ' | ' | ||
Options outstanding, weighted-average exercise price (in dollars per share) | $5.28 | ' | $5.28 | ||
Options exercisable, number of options exercisable (in shares) | 1,256,000 | ' | 1,256,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $5.23 | ' | $5.23 | ||
6.01 to $7.00 [Member] | ' | ' | ' | ||
Options outstanding under stock option plans [Abstract] | ' | ' | ' | ||
Range of exercise prices, minimum (in dollars per share) | $6.01 | ' | ' | ||
Range of exercise prices, maximum (in dollars per share) | $7 | ' | ' | ||
Options outstanding, number of options outstanding (in shares) | 277,000 | ' | 277,000 | ||
Options outstanding, weighted-average remaining contractual life | '8 years 11 months 1 day | ' | ' | ||
Options outstanding, weighted-average exercise price (in dollars per share) | $6.48 | ' | $6.48 | ||
Options exercisable, number of options exercisable (in shares) | 83,000 | ' | 83,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $6.50 | ' | $6.50 | ||
7.01 to $8.00 [Member] | ' | ' | ' | ||
Options outstanding under stock option plans [Abstract] | ' | ' | ' | ||
Range of exercise prices, minimum (in dollars per share) | $7.01 | ' | ' | ||
Range of exercise prices, maximum (in dollars per share) | $8 | ' | ' | ||
Options outstanding, number of options outstanding (in shares) | 70,000 | ' | 70,000 | ||
Options outstanding, weighted-average remaining contractual life | '8 years 10 months 17 days | ' | ' | ||
Options outstanding, weighted-average exercise price (in dollars per share) | $7.75 | ' | $7.75 | ||
Options exercisable, number of options exercisable (in shares) | 19,000 | ' | 19,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $7.75 | ' | $7.75 | ||
8.01 to $964.24 [Member] | ' | ' | ' | ||
Options outstanding under stock option plans [Abstract] | ' | ' | ' | ||
Range of exercise prices, minimum (in dollars per share) | $8.01 | ' | ' | ||
Range of exercise prices, maximum (in dollars per share) | $964.24 | ' | ' | ||
Options outstanding, number of options outstanding (in shares) | 42,000 | ' | 42,000 | ||
Options outstanding, weighted-average remaining contractual life | '2 years 7 months 2 days | ' | ' | ||
Options outstanding, weighted-average exercise price (in dollars per share) | $254.62 | ' | $254.62 | ||
Options exercisable, number of options exercisable (in shares) | 42,000 | ' | 42,000 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $254.62 | ' | $254.62 | ||
Equity Incentive Plan 2010 [Member] | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ||
Number of shares available for grant (in shares) | 1,800,000 | ' | 1,800,000 | ||
Consultant [Member] | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ||
Employee stock-based compensation expense | 4,000 | 0 | 800,000 | ||
Selling, general and administrative [Member] | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ||
Employee stock-based compensation expense | 1,400,000 | 900,000 | 9,400,000 | ||
Selling, general and administrative [Member] | Consultant [Member] | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ||
Employee stock-based compensation expense | ' | ' | 100,000 | ||
Research and Development Expense [Member] | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ||
Employee stock-based compensation expense | 300,000 | 200,000 | 2,400,000 | ||
Research and Development Expense [Member] | Consultant [Member] | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ||
Employee stock-based compensation expense | ' | ' | $600,000 | ||
[1] | Dividend rate is 0% for all periods presented. |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (Subsequent Event [Member], USD $) | Apr. 25, 2013 | Apr. 03, 2013 |
Contract | ||
Subsequent Event [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Lease term | '7 years | ' |
Monthly rent payment | $19,460 | ' |
Number of contracts executed | ' | 2 |