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x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the Quarterly Period Ended March 31, 2012
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Or
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from ________ to ___________
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Delaware
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13-3864870
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(State or other jurisdiction of
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(IRS Employer Identification. No.)
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incorporation or organization)
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35 East 62nd Street
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10065
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New York, NY
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(zip code)
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(Address of principal executive offices)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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common stock, $.0001 par value
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Nasdaq Global Market
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PageNo.
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March 31, 2012
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December 31, 2011
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ASSETS
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Current assets
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||||
Cash and cash equivalents
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$
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42,588,476
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$
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49,256,930
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Accounts receivable
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1,932,610
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2,637,103
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Inventory
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923,195
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|
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—
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Prepaid expenses
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460,242
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356,898
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Deferred tax assets
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731,807
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727,772
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Total current assets
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46,636,330
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52,978,703
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||||
Property, plant and equipment, net
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899,036
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818,992
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Accounts receivable
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1,731,670
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—
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Deferred costs
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1,506,692
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250,072
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Goodwill
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898,334
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898,334
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Other assets
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277,844
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285,345
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Deferred tax assets, net
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37,077,715
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35,149,031
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Total assets
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$
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89,027,621
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$
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90,380,477
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities
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Accounts payable
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$
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3,903,352
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$
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2,278,316
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Accrued expenses and other current liabilities
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3,235,129
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4,644,461
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Total current liabilities
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7,138,481
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6,922,777
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Deferred revenue
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42,727,036
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41,001,110
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Common stock warrants
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1,059,751
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622,938
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Other liabilities
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152,384
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147,586
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Total liabilities
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51,077,652
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48,694,411
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Stockholders’ equity
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Common stock ($.0001 par value, 100,000,000 shares authorized, 51,638,352 and 51,637,352 issued and outstanding at March 31, 2012 and December 31, 2011, respectively)
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5,164
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5,164
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Additional paid-in capital
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150,868,007
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150,551,211
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Accumulated deficit
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(112,923,202
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)
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(108,870,309
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)
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Total stockholders’ equity
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37,949,969
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41,686,066
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Total liabilities and stockholders’ equity
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$
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89,027,621
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$
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90,380,477
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Three Months Ended
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||||||
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March 31,
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||||||
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2012
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2011
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Revenues
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Research and development
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$
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1,465,752
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$
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1,696,721
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Operating expenses
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Selling, general and administrative
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2,213,877
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4,250,056
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Research and development
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4,464,538
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3,566,278
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Patent preparation fees
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336,298
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341,827
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Total operating expenses
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7,014,713
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8,158,161
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Operating loss
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(5,548,961
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)
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(6,461,440
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)
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(Increase) decrease in fair value of common stock warrants
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(436,813
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)
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1,762,958
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Other income (loss), net
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162
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(2,793
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)
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Loss before income taxes
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(5,985,612
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)
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(4,701,275
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)
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Benefit from income taxes
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1,932,719
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—
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Net loss
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$
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(4,052,893
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)
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$
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(4,701,275
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)
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Loss per share
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$
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(0.08
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)
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$
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(0.09
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)
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Weighted average shares outstanding: basic and diluted
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51,637,770
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49,959,345
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Three Months Ended
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||||||
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March 31,
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||||||
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2012
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2011
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Cash flows from operating activities:
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Net loss
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$
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(4,052,893
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)
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$
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(4,701,275
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)
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Adjustments to reconcile net loss to net cash used in operating activities
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Depreciation and other amortization
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103,354
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165,182
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Increase (decrease) in fair value of warrants
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436,813
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(1,762,958
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)
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Stock based compensation
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315,106
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1,181,252
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Changes in assets and liabilities:
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Accounts receivable
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(1,027,177
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)
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1,756,903
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Inventory
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(923,195
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)
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—
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Deferred costs
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(1,256,620
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)
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—
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Prepaid expenses
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(103,344
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)
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(5,819
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)
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Other assets
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7,501
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25,876
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Deferred income taxes, net
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(1,932,719
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)
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—
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Accounts payable, accrued expenses and other current liabilities
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215,704
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(954,394
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)
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Deferred revenue
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1,725,926
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(22,610
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)
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Other liabilities
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4,798
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12,887
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Net cash used in operating activities
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(6,486,746
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)
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(4,304,956
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)
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Cash flows from investing activities:
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Capital expenditures
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(183,398
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)
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(43,509
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)
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Proceeds from maturity of short term investments
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—
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15,000,000
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Purchases of short term investments
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—
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(14,994,381
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)
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Net cash used in investing activities
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(183,398
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)
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(37,890
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)
|
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Cash flows from financing activities:
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Net proceeds from exercise of warrants and options
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1,690
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1,846,708
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Net cash provided by financing activities
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1,690
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1,846,708
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Net decrease in cash and cash equivalents
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(6,668,454
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)
|
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(2,496,138
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)
|
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Cash and cash equivalents at beginning of period
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49,256,930
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|
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6,332,053
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Cash and cash equivalents at end of period
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$
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42,588,476
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$
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3,835,915
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|
||||
Supplemental disclosure of non-cash financing activities:
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|
||||
Reclass of common stock warrant liability to additional paid-in capital upon warrant exercise
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$
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—
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$
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970,816
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Expected volatility
|
|
71
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%
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Expected life from grant date
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4.5 years
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Expected dividend yield
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—
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%
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Risk-free interest rate
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0.61
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%
|
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Three Months Ended March 31,
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||||||
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2012
|
|
2011
|
||||
Net loss
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$
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(4,052,893
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)
|
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$
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(4,701,275
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)
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Weighted-average shares
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51,637,770
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49,959,345
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Loss per share: basic and diluted
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$
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(0.08
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)
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$
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(0.09
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)
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Three Months Ended March 31,
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||||
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2012
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2011
|
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Stock Options:
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Weighted average number
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2,816,206
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4,538,650
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Weighted average exercise price
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4.37
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|
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3.51
|
|
|
|
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Stock-Settled Stock Appreciation Rights:
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Weighted average number
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295,006
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|
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—
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Weighted average exercise price
|
3.53
|
|
|
—
|
|
|
|
|
|
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Restricted Stock Units:
|
|
|
|
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Weighted average number
|
109,011
|
|
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—
|
|
|
|
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|
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Warrants:
|
|
|
|
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Weighted average number
|
2,292,660
|
|
|
2,502,369
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Weighted average exercise price
|
3.28
|
|
|
3.22
|
|
•
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Level 1 – Quoted prices for identical instruments in active markets.
|
•
|
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable.
|
•
|
Level 3 – Instruments where significant value drivers are unobservable to third parties.
|
|
March 31, 2012
|
|
December 31, 2011
|
||||
Vacation
|
$
|
282,727
|
|
|
$
|
222,706
|
|
Bonus
|
359,250
|
|
|
1,067,000
|
|
||
Legal
|
175,000
|
|
|
160,000
|
|
||
Loss contingency
|
2,050,000
|
|
|
2,050,000
|
|
||
Other
|
368,152
|
|
|
1,144,755
|
|
||
Total
|
$
|
3,235,129
|
|
|
$
|
4,644,461
|
|
|
|
SIGA TECHNOLOGIES, INC.
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(Registrant)
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Date:
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May 7, 2012
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By:
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/s/
Daniel J. Luckshire
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Daniel J. Luckshire
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Executive Vice President and
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|
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Chief Financial Officer
|
|
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(Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
Contract No. HHSO100201100001C
Modification No.2
|
Continuation Sheet
|
Page 2 of 2
|
1.
|
In support of activities in § C. Statement of Objective, paragraph C.2.and C.4 funds in the amount of
[redacted]
are being added to Contract Line Item Number (CLIN) 0007. Therefore CLIN 0007 “Estimated Cost” is increased by
[redacted]
and “Fee” is increased by
[redacted]
. The Total Cost Plus Fixed Fee for CLIN 0007 is now increased from
[redacted]
to
[redacted].
|
CLIN#
|
Cost Type
|
Supply or Service
|
|
Estimated Cost
|
Fee
|
Total CPFF
|
7
|
CPFF
|
Supportive Studies (Clinical/Non-Clinical) to include, but not limited to stability, non-clinical, and clinical studies as described in Sections C.2,and C.4)
|
|
[redacted]
|
[redacted]
|
[redacted]
|
CLIN#
|
Cost Type
|
Supply or Service
|
|
Estimated Cost
|
Fee
|
Total CPFF
|
7
|
CPFF
|
Supportive Studies (Clinical/Non-Clinical) to include, but not limited to stability, non-clinical, and clinical studies as described in Sections C.2,and C.4)
|
|
[redacted]
|
[redacted]
|
[redacted]
|
Contract No. HHSO100201100001C
Modification No.3
|
Continuation Sheet
|
Page 2 of 2
|
1.
|
Section J is revised by adding Attachment 13 – Liquid Formulation SOW
|
Contract No. HHSO100201100001C
Modification No.4
|
Continuation Sheet
Block 14
|
Page 2 of 2
|
1.
|
Section B.6.1. is modified to add the following advanced understanding:
|
2.
|
Section F.6. [redacted]
|
Delivery Number
|
Number of Courses
|
Delivery Date
|
Batches
|
#1
|
[redacted]
|
[redacted]
|
[redacted]
|
#2
|
[redacted]
|
[redacted]
|
[redacted]
|
#3
|
[redacted]
|
[redacted]
|
[redacted]
|
#4
|
[redacted]
|
[redacted]
|
[redacted]
|
#5
|
[redacted]
|
[redacted]
|
[redacted]
|
#6
|
[redacted]
|
[redacted]
|
[redacted]
|
#7
|
[redacted]
|
[redacted]
|
[redacted]
|
#8
|
[redacted]
|
[redacted]
|
[redacted]
|
Total
|
[redacted]
|
|
|
Contract No. HHSO100201100001C
Modification No.5
|
Continuation Sheet
Block 14
|
Page 2 of 2
|
1.
|
Section J is revised by adding Attachment 14 – Quality Agreement
|
1.
|
I have reviewed this annual report on Form 10-K of SIGA Technologies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 7, 2012
|
|
/s/
Eric A. Rose, M.D.
|
Eric A. Rose, M.D.
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of SIGA Technologies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 7, 2012
|
|
/s/
Daniel J. Luckshire
|
Daniel J. Luckshire
|
Executive Vice President and
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/
Eric A. Rose, M.D.
|
Eric A. Rose, M.D.
|
Chairman and Chief Executive Officer
|
May 7, 2012
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/
Daniel J. Luckshire
|
Daniel J. Luckshire
|
Executive Vice President and Chief Financial Officer
|
May 7, 2012
|