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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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87-0449967
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, par value $.001
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The NASDAQ Capital Market
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Large accelerated filer
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o
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Accelerated filer
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ý
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Non-accelerated filer
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o
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(do not check if a smaller reporting company)
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Smaller Reporting Company
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o
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Page
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June 30,
2014 |
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December 31,
2013 |
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Assets
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Current assets
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Cash and cash equivalents
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$
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17,420
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$
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21,405
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Accounts receivable
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49
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59
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Restricted cash
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382
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332
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Inventories
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377
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336
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Prepaid expenses and other current assets
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605
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132
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Total current assets
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18,833
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22,264
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Property and equipment, net
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1,347
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955
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Other long term assets
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105
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91
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Total assets
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$
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20,285
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$
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23,310
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Liabilities and stockholders’ equity
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Current liabilities
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Convertible notes payable, net
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$
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1,181
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$
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2,600
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Trade accounts payable
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1,128
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926
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Accrued expenses
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1,807
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2,119
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Accrued compensation
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758
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952
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Deferred revenue
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2,000
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1,800
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Derivative liability
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95
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517
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Deconsolidation of former French Subsidiaries
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—
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2,846
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Total current liabilities
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6,969
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11,760
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Long term liabilities
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Deferred compensation
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400
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487
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Deferred revenue
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1,000
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—
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Other long term liabilities
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69
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91
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Commitments and contingencies
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Stockholders’ equity:
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Preferred stock, $.001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of June 30, 2014 or December 31, 2013
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—
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—
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Common stock, $.001 par value, 75,000,000 shares authorized, 38,102,451 and 37,541,404 issued and outstanding as of June 30, 2014 and December 31, 2013, respectively
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38
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38
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Additional paid-in-capital
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281,260
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279,000
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Accumulated deficit
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(269,451
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)
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(268,066
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)
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Total stockholders’ equity
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11,847
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10,972
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Total liabilities and stockholders’ equity
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$
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20,285
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$
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23,310
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2014
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2013
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2014
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2013
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License fee revenue
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$
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5,454
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$
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637
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$
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5,454
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$
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669
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Contract service revenue
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—
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555
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—
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1,452
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Total revenue
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5,454
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1,192
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5,454
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2,121
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Cost of revenue
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75
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702
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75
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2,553
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Gross profit (loss)
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5,379
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490
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5,379
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(432
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)
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Costs and expenses
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Research and development
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2,103
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1,535
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3,547
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2,948
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General and administrative
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2,877
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3,754
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5,936
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7,580
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Gain on contract settlement
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—
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—
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(910
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)
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—
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Deconsolidation of former French Subsidiaries
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(846
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)
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(641
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)
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(846
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)
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(641
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)
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Recovery on sale of subsidiary
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—
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(105
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)
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(50
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(105
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)
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Total costs and expenses
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4,134
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4,543
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7,677
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9,782
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Income (loss) from continuing operations before other income (expense)
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1,245
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(4,053
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)
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(2,298
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)
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(10,214
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)
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Other income (expense)
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Interest expense, net
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(69
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)
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(213
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)
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(176
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)
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(444
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)
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Other income (expense), net
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29
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180
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417
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(378
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)
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Total other income (expense)
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(40
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)
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(33
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)
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241
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(822
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)
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Income (loss) from continuing operations
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1,205
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(4,086
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)
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(2,057
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)
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(11,036
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)
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Income (loss) from discontinued operations
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672
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151
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672
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(1,572
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)
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Net income (loss)
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$
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1,877
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$
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(3,935
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)
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$
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(1,385
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)
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$
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(12,608
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)
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Earnings per share
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||||||||
Net income (loss) per share from continuing operations
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Basic
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$
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0.03
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$
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(0.12
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)
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$
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(0.06
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)
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$
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(0.35
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)
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Diluted
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$
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0.03
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$
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(0.12
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)
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$
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(0.06
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)
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$
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(0.35
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)
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Net income (loss) per share from discontinued operations
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|
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Basic
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$
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0.02
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$
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—
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$
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0.02
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|
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$
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(0.05
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)
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Diluted
|
$
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0.02
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|
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$
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—
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$
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0.02
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|
$
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(0.05
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)
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Net income (loss) per share
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|
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||||||||
Basic
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$
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0.05
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|
|
$
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(0.12
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)
|
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$
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(0.04
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)
|
|
$
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(0.40
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)
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Diluted
|
$
|
0.05
|
|
|
$
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(0.12
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)
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$
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(0.04
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)
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$
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(0.40
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)
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Weighted average shares outstanding
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|
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||||||||
Basic
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37,901
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32,825
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37,886
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31,509
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Diluted
|
37,907
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32,825
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37,886
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31,509
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Six Months Ended June 30,
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||||||
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2014
|
|
2013
|
||||
Cash flows from operating activities of continuing operations:
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|
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Net loss
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$
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(1,385
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)
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$
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(12,608
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)
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Income (loss) from discontinued operations
|
672
|
|
|
(1,572
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)
|
||
Net loss from continuing operations
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(2,057
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)
|
|
(11,036
|
)
|
||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities of continuing operations:
|
|
|
|
||||
Deconsolidation of former French Subsidiaries
|
(846
|
)
|
|
(641
|
)
|
||
Gain on contract settlement
|
(910
|
)
|
|
—
|
|
||
Depreciation and amortization
|
40
|
|
|
41
|
|
||
Accretion of debt discount
|
106
|
|
|
148
|
|
||
Stock-based compensation expense
|
1,036
|
|
|
1,238
|
|
||
Derivative liability revaluation
|
(422
|
)
|
|
375
|
|
||
Interest on contingent consideration
|
—
|
|
|
174
|
|
||
Recovery on loss on sale of subsidiary
|
(50
|
)
|
|
(105
|
)
|
||
Other
|
—
|
|
|
80
|
|
||
Changes in operating assets and liabilities of continuing operations:
|
|
|
|
||||
Accounts receivable
|
10
|
|
|
(370
|
)
|
||
Inventories
|
(41
|
)
|
|
(249
|
)
|
||
Prepaid expenses and other current assets
|
(473
|
)
|
|
13
|
|
||
Other assets
|
(14
|
)
|
|
—
|
|
||
Accounts payable
|
202
|
|
|
(386
|
)
|
||
Liabilities associated with deconsolidation of Former French Subsidiaries
|
(2,000
|
)
|
|
—
|
|
||
Deferred revenue - short-term
|
200
|
|
|
(715
|
)
|
||
Accrued expenses and other current liabilities
|
(298
|
)
|
|
516
|
|
||
Accrued compensation
|
(194
|
)
|
|
(647
|
)
|
||
Deferred revenue - long-term
|
1,000
|
|
|
—
|
|
||
Deferred compensation
|
(87
|
)
|
|
(100
|
)
|
||
Other liabilities
|
(19
|
)
|
|
158
|
|
||
Net cash used in operating activities from continuing operations
|
(4,817
|
)
|
|
(11,506
|
)
|
||
Cash flows from investing activities of continuing operations:
|
|
|
|
||||
Purchase of fixed assets
|
(432
|
)
|
|
(116
|
)
|
||
Deposit of restricted cash
|
—
|
|
|
(280
|
)
|
||
Proceeds from sale of subsidiary
|
50
|
|
|
105
|
|
||
Proceeds from the sale of property and equipment
|
—
|
|
|
3,657
|
|
||
Net cash (used in) provided by investing activities from continuing operations
|
(382
|
)
|
|
3,366
|
|
||
Cash flows from financing activities of continuing operations:
|
|
|
|
||||
Issuance of common stock, net of offering costs
|
2,176
|
|
|
16,612
|
|
||
Repayment of principal on note payable
|
(1,525
|
)
|
|
—
|
|
||
Deposit of restricted cash
|
(50
|
)
|
|
—
|
|
||
Retirement of restricted stock
|
(42
|
)
|
|
—
|
|
||
Repayment of capital lease obligations
|
(17
|
)
|
|
(25
|
)
|
||
Proceeds from exercise of warrants
|
—
|
|
|
46
|
|
||
Net cash provided by financing activities from continuing operations
|
542
|
|
|
16,633
|
|
||
Cash flows from discontinued operations:
|
|
|
|
||||
Net cash used in operating activities of discontinued operations
|
(3
|
)
|
|
(359
|
)
|
||
Net cash provided by investing activities of discontinued operations
|
675
|
|
|
1,500
|
|
||
Net cash provided by discontinued operations
|
672
|
|
|
1,141
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(3,985
|
)
|
|
9,634
|
|
Cash and cash equivalents, beginning of period
|
21,405
|
|
|
15,130
|
|
||
Cash and cash equivalents, end of period
|
$
|
17,420
|
|
|
$
|
24,764
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
||||
Issuance of 486,923 shares of common stock upon conversion of convertible note
|
$
|
—
|
|
|
$
|
1,737
|
|
Issuance of 148,441 shares of common stock to TopoTarget
|
$
|
—
|
|
|
$
|
387
|
|
Release of obligations related to short-term loans
|
$
|
—
|
|
|
$
|
270
|
|
|
Common
Stock (Shares) |
|
Common
Stock (Amount) |
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Total
Stockholders’ Equity |
|||||||||
Balance as of December 31, 2013
|
37,541,404
|
|
|
$
|
38
|
|
|
$
|
279,000
|
|
|
$
|
(268,066
|
)
|
|
$
|
10,972
|
|
Issuance of restricted stock to employees and Board of Director members
|
14,228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Retirement of restricted stock
|
(19,338
|
)
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
1,036
|
|
|
—
|
|
|
1,036
|
|
||||
Issuance of common stock, net of offering costs
|
955,045
|
|
|
—
|
|
|
2,176
|
|
|
—
|
|
|
2,176
|
|
||||
Return of common stock in connection with contract settlement
|
(388,888
|
)
|
|
—
|
|
|
(910
|
)
|
|
—
|
|
|
(910
|
)
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,385
|
)
|
|
(1,385
|
)
|
||||
Balance as of June 30, 2014
|
38,102,451
|
|
|
$
|
38
|
|
|
$
|
281,260
|
|
|
$
|
(269,451
|
)
|
|
$
|
11,847
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Basic net income (loss) per share
|
|
|
|
|
|
|
|
||||||||
Net income (loss) allocated to common stockholders
|
$
|
1,877
|
|
|
$
|
(3,935
|
)
|
|
$
|
(1,385
|
)
|
|
$
|
(12,608
|
)
|
Weighted average common shares outstanding- basic
|
37,901
|
|
|
32,825
|
|
|
37,886
|
|
|
31,509
|
|
||||
Net income (loss) per share- basic
|
$
|
0.05
|
|
|
$
|
(0.12
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.40
|
)
|
Diluted net income (loss) per share
|
|
|
|
|
|
|
|
||||||||
Net income (loss) allocated to common stockholders
|
$
|
1,877
|
|
|
$
|
(3,935
|
)
|
|
$
|
(1,385
|
)
|
|
$
|
(12,608
|
)
|
Weighted average common shares outstanding- basic
|
37,901
|
|
|
32,825
|
|
|
37,886
|
|
|
31,509
|
|
||||
Dilutive securities
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average common shares outstanding- diluted
|
37,907
|
|
|
32,825
|
|
|
37,886
|
|
|
31,509
|
|
||||
Net income (loss) per share- diluted
|
$
|
0.05
|
|
|
$
|
(0.12
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.40
|
)
|
Release of deconsolidation liability
|
|
$
|
2.8
|
|
Less: Payments made by Majorelle and recorded as settlement payment charge by the Company
|
|
(2.0
|
)
|
|
Gain on deconsolidation of former French Subsidiaries
|
|
$
|
0.8
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Raw materials
|
$
|
160
|
|
|
$
|
209
|
|
Work in process
|
116
|
|
|
127
|
|
||
Finished goods
|
101
|
|
|
—
|
|
||
Inventory, net
|
$
|
377
|
|
|
$
|
336
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Professional fees
|
$
|
692
|
|
|
$
|
997
|
|
Outside research and development services
|
474
|
|
|
298
|
|
||
Deferred compensation
|
175
|
|
|
184
|
|
||
Environmental remediation services
|
146
|
|
|
168
|
|
||
Other
|
320
|
|
|
472
|
|
||
|
$
|
1,807
|
|
|
$
|
2,119
|
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Principal amount of convertible notes
|
1,225
|
|
|
2,750
|
|
||
Less: unamortized debt discount
|
(44
|
)
|
|
(150
|
)
|
||
Total short-term debt
|
$
|
1,181
|
|
|
$
|
2,600
|
|
|
|
Fair Value
|
|
Quoted Market Prices
for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
As of June 30, 2014
|
|
|
|
|
|
|
|
|
||||||||
Derivative liability related to 2012 Convertible Notes
|
|
$
|
95
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
95
|
|
As of December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Derivative liability related to 2012 Convertible Notes
|
|
$
|
517
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
517
|
|
Balance as of December 31, 2013
|
|
$
|
517
|
|
Change in fair value measurement of derivative liability in connection with 2012 Convertible Notes, included in other expense
|
|
(422
|
)
|
|
Balance as of June 30, 2014
|
|
$
|
95
|
|
ITEM 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended June 30,
|
|||||||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
License fee revenue
|
$
|
5,454
|
|
|
$
|
637
|
|
|
$
|
4,817
|
|
|
756
|
%
|
Contract service revenue
|
—
|
|
|
555
|
|
|
(555
|
)
|
|
N/M
|
|
|||
Total revenue
|
5,454
|
|
|
1,192
|
|
|
4,262
|
|
|
358
|
%
|
|||
Cost of revenue
|
75
|
|
|
702
|
|
|
(627
|
)
|
|
(89
|
)%
|
|||
Gross profit
|
$
|
5,379
|
|
|
$
|
490
|
|
|
$
|
4,889
|
|
|
998
|
%
|
|
Three Months Ended June 30,
|
|||||||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Costs and expenses
|
|
|
|
|
|
|
|
|||||||
Research and development
|
2,103
|
|
|
1,535
|
|
|
$
|
568
|
|
|
37
|
%
|
||
General and administrative
|
2,877
|
|
|
3,754
|
|
|
(877
|
)
|
|
(23
|
)%
|
|||
Recovery on sale of subsidiary
|
—
|
|
|
(105
|
)
|
|
105
|
|
|
(100
|
)%
|
|||
Deconsolidation of former French Subsidiaries
|
(846
|
)
|
|
(641
|
)
|
|
(205
|
)
|
|
32
|
%
|
|||
Total costs and expenses
|
4,134
|
|
|
4,543
|
|
|
(409
|
)
|
|
(9
|
)%
|
|||
Income (loss) from operations
|
$
|
1,245
|
|
|
$
|
(4,053
|
)
|
|
$
|
5,298
|
|
|
(131
|
)%
|
|
Three Months Ended June 30,
|
|||||||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Other (expense) income
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
(69
|
)
|
|
(213
|
)
|
|
$
|
144
|
|
|
(68
|
)%
|
||
Other expense, net
|
29
|
|
|
180
|
|
|
$
|
(151
|
)
|
|
(84
|
)%
|
||
Total other expense
|
$
|
(40
|
)
|
|
$
|
(33
|
)
|
|
$
|
(7
|
)
|
|
21
|
%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
License fee revenue
|
$
|
5,454
|
|
|
$
|
669
|
|
|
$
|
4,785
|
|
|
715
|
%
|
Contract service revenue
|
—
|
|
|
1,452
|
|
|
(1,452
|
)
|
|
N/M
|
|
|||
Total revenue
|
5,454
|
|
|
2,121
|
|
|
3,333
|
|
|
157
|
%
|
|||
Cost of revenue
|
75
|
|
|
2,553
|
|
|
(2,478
|
)
|
|
(97
|
)%
|
|||
Gross profit (loss)
|
$
|
5,379
|
|
|
$
|
(432
|
)
|
|
$
|
5,811
|
|
|
(1,345
|
)%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Costs and expenses
|
|
|
|
|
|
|
|
|||||||
Research and development
|
$
|
3,547
|
|
|
$
|
2,948
|
|
|
$
|
599
|
|
|
20
|
%
|
General and administrative
|
5,936
|
|
|
7,580
|
|
|
(1,644
|
)
|
|
(22
|
)%
|
|||
Gain on contract settlement
|
(910
|
)
|
|
—
|
|
|
(910
|
)
|
|
N/M
|
|
|||
Recovery on sale of subsidiary
|
(50
|
)
|
|
(105
|
)
|
|
55
|
|
|
(52
|
)%
|
|||
Deconsolidation of former French Subsidiaries
|
(846
|
)
|
|
(641
|
)
|
|
(205
|
)
|
|
32
|
%
|
|||
Total costs and expenses
|
$
|
7,677
|
|
|
$
|
9,782
|
|
|
$
|
(2,105
|
)
|
|
(22
|
)%
|
Loss from operations
|
$
|
(2,298
|
)
|
|
$
|
(10,214
|
)
|
|
$
|
7,916
|
|
|
(78
|
)%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
2014
|
|
2013
|
|
$ Change
|
|
% Change
|
|||||||
Other (expense) income
|
|
|
|
|
|
|
|
|||||||
Interest expense, net
|
$
|
(176
|
)
|
|
$
|
(444
|
)
|
|
$
|
268
|
|
|
(60
|
)%
|
Other income (expense), net
|
417
|
|
|
(378
|
)
|
|
795
|
|
|
(210
|
)%
|
|||
Total other income (expense)
|
$
|
241
|
|
|
$
|
(822
|
)
|
|
$
|
1,063
|
|
|
(129
|
)%
|
|
|
Six Months Ended June 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
$ Change
|
||||||
Net cash used in operating activities from continuing operations
|
|
$
|
(4,817
|
)
|
|
$
|
(11,506
|
)
|
|
$
|
6,689
|
|
Net cash (used in) provided by investing activities from continuing operations
|
|
(382
|
)
|
|
3,366
|
|
|
(3,748
|
)
|
|||
Net cash provided by financing activities from continuing operations
|
|
542
|
|
|
16,633
|
|
|
(16,091
|
)
|
|||
Net cash provided by discontinued operations
|
|
672
|
|
|
1,141
|
|
|
(469
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
$
|
(3,985
|
)
|
|
$
|
9,634
|
|
|
$
|
(13,619
|
)
|
ITEM 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
ITEM 1A.
|
Risk Factors
|
•
|
the availability of financial resources for us to commence and complete our planned clinical trials;
|
•
|
reaching agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical trial sites;
|
•
|
obtaining independent institutional review board, or IRB, approval at each clinical trial site;
|
•
|
obtaining regulatory approval to commence clinical trials in each country;
|
•
|
recruiting a sufficient number of eligible patients to participate in a clinical trial;
|
•
|
having patients complete a clinical trial or return for post-treatment follow-up;
|
•
|
clinical trial sites deviating from trial protocol or dropping out of a trial;
|
•
|
adding new clinical trial sites; or
|
•
|
manufacturing sufficient quantities of our drug candidate for use in clinical trials.
|
•
|
the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;
|
•
|
we may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that RayVa
™
is safe and effective for any of its proposed indications;
|
•
|
the results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval;
|
•
|
we may be unable to demonstrate that RayVa
™
’s clinical and other benefits outweigh its safety risks;
|
•
|
the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials;
|
•
|
the data collected from clinical trials of RayVa
™
may not be sufficient to the satisfaction of the FDA or comparable foreign regulatory authorities to support the submission of an NDA or other comparable submission in foreign jurisdictions or to obtain regulatory approval in the United States or elsewhere;
|
•
|
the FDA or comparable foreign regulatory authorities may fail to approve the manufacturing processes or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and
|
•
|
the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval.
|
•
|
restrictions on the marketing or manufacturing of RayVa
™
, withdrawal of the product from the market, or voluntary or mandatory product recalls;
|
•
|
fines, warning letters or holds on clinical trials;
|
•
|
refusal by the FDA to approve pending applications or supplements to approved applications filed by us or suspension or revocation of license approvals;
|
•
|
product seizure or detention, or refusal to permit the import or export of RayVa
™
; and
|
•
|
injunctions or the imposition of civil or criminal penalties.
|
ITEM 5.
|
Other Information
|
ITEM 6.
|
Exhibits
|
|
|
|
2.1
|
|
Amendment to Stock Purchase Agreement, dated June 13, 2014, by and between Apricus Biosciences, Inc. and Samm Solutions, Inc. (doing business as BTS Research and formerly doing business as BioTox Sciences).
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation of Apricus Biosciences, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Registration Statement on Form 10-SB filed with the Securities and Exchange Commission on March 14, 1997).
|
|
|
|
3.2
|
|
Certificate of Amendment to Articles of Incorporation of Apricus Biosciences, Inc., dated June 22, 2000 (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 31, 2003).
|
|
|
|
3.3
|
|
Certificate of Amendment to Articles of Incorporation of Apricus Biosciences, Inc., dated June 14, 2005 (incorporated herein by reference to Exhibit 3.4 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 16, 2006).
|
|
|
|
3.4
|
|
Certificate of Amendment to Amended and Restated Articles of Incorporation of Apricus Biosciences, Inc., dated March 3, 2010 (incorporated herein by reference to Exhibit 3.6 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010).
|
|
|
|
3.5
|
|
Certificate of Correction to Certificate of Amendment to Amended and Restated Articles of Incorporation of Apricus Biosciences, Inc., dated March 3, 2010 (incorporated herein by reference to Exhibit 3.7 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2010).
|
|
|
|
3.6
|
|
Certificate of Designation for Series D Junior-Participating Cumulative Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-A12GK filed with the Securities and Exchange Commission on March 24, 2011).
|
|
|
|
3.7
|
|
Certificate of Change filed with the Nevada Secretary of State (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on June 17, 2010).
|
|
|
|
3.8
|
|
Certificate of Amendment to Amended and Restated Articles of Incorporation of Apricus Biosciences, Inc., dated September 10, 2010 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2010).
|
|
|
|
3.9
|
|
Fourth Amended and Restated Bylaws, dated December 18, 2012 (incorporated herein by reference to Exhibit 3.9 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 18, 2013).
|
|
|
|
3.1
|
|
Certificate of Withdrawal of Series D Junior Participating Cumulative Preferred Stock, dated May 15, 2013 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2013).
|
|
|
|
4.1
|
|
Form of Warrant, dated September 17, 2010 (incorporated herein by reference to Exhibit 4.6 of Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-169132) filed with the Securities and Exchange Commission on September 28, 2010).
|
|
|
|
4.2
|
|
Form of Warrant Certificate (incorporated herein by reference to Exhibit 4.7 of Amendment No. 2 to the Company’s Registration Statement on Form S-1 (File No. 333-169132) filed with the Securities and Exchange Commission on September 28, 2010).
|
|
|
|
4.3
|
|
Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2011).
|
|
|
|
4.4
|
|
Form of Warrant (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2012).
|
|
|
|
4.5
|
|
Form of Warrant (incorporated herein by reference to Exhibit 1.1 to the Company’s Current Report on From 8-K filed with the Securities and Exchange Commission on May 24, 2013).
|
|
|
|
10.1
|
|
Form of Stock Option Grant Notice and Stock Option Agreement under the Apricus Biosciences, Inc. 2012 Stock Long Term Incentive Plan
|
|
|
|
10.2
|
|
Non-Employee Director Compensation Policy
|
|
|
|
31.1
|
|
Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Chief Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document. (1)
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema. (1)
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase. (1)
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase. (1)
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase. (1)
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase. (1)
|
|
Apricus Biosciences, Inc.
|
|
|
Date: August 11, 2014
|
/S/ STEVE MARTIN
|
|
Steve Martin
|
|
Senior Vice President, Chief Financial Officer and Secretary
|
|
|
|
|
SAMM SOLUTIONS, INC. DBA BTS RESEARCH
By:
_________________________________
Name:
________________________________
Title:_
_________________________________
APRICUS BIOSCIENCES, INC.
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Vesting Schedule:
|
[To be specified in individual agreements]
|
APRICUS BIOSCIENCES, INC.
|
|
PARTICIPANT
|
|||||
By:
|
|
|
By:
|
|
|||
Name:
|
|
|
Name:
|
|
|||
Title:
|
|
|
|
|
|||
Address:
|
11975 El Camino Real, Suite 300
|
|
Address:
|
|
|||
|
San Diego, CA 92130
|
|
|
|
ACCEPTED BY:
APRICUS BIOSCIENCES, INC. |
SUBMITTED BY:
PARTICIPANT |
|
||||||
|
|
|
||||||
By:
|
|
|
By:
|
|
||||
Name:
|
|
|
Name:
|
|
||||
Title:
|
|
|
|
|
||||
Address:
|
11975 El Camino Real, Suite 300
|
|
Address:
|
|
||||
|
San Diego, CA 92130
|
|
|
|
1.
|
I have reviewed this Quarterly report on Form 10-Q of Apricus Biosciences, 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; and
|
(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; and
|
(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: August 11, 2014
|
|
/S/ RICHARD W. PASCOE
|
Richard W. Pascoe
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly report on Form 10-Q of Apricus Biosciences, 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:
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(a)
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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; and
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(b)
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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; and
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date: August 11, 2014
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/S/ STEVE MARTIN
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Steve Martin
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Chief Financial Officer
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Date: August 11, 2014
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By:
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/S/ RICHARD W. PASCOE
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Name:
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Richard W. Pascoe
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Title:
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Chief Executive Officer
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Date: August 11, 2014
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By:
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/S/ STEVE MARTIN
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Name:
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Steve Martin
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Title:
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Senior Vice President, Chief Financial Officer and Secretary
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