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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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Delaware
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56-2181648
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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 Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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The NASDAQ Stock Market LLC
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Securities registered pursuant to section 12(g) of the Act: None
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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to further develop SCY-078 and obtain regulatory approval in major commercial markets for our three key indications: invasive candidiasis, complicated and recurrent VVC and invasive aspergillosis;
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•
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to commercialize SCY-078 for selected indications in the U.S. through a dedicated commercial team, including field force;
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to contract with commercial partners to develop and commercialize SCY-078 outside of the U.S.;
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to assess external opportunities to expand our clinical pipeline; and
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to leverage our strong scientific team to pursue the development of other internal proprietary compounds.
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broad activity against
Candida
and
Aspergillus
strains;
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•
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activity against azole and most echinocandin-resistant
Candida
strains, including multi-drug resistant strains;
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•
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activity against azole-resistant
Aspergillus
strains;
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•
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only glucan synthase inhibitor with both oral and IV formulations in clinical development, allowing first-line treatment and oral step down with the same agent;
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•
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distinct chemical structure from other glucan synthase inhibitors, providing a unique spectrum of activity and pharmacokinetic profile;
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•
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fungicidal (i.e., killing the fungi) capabilities against
Candida
species compared to azoles, which are fungistatic (i.e., inhibiting the growth of fungi); and
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•
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high tissue penetration, allowing high concentrations in the organs commonly affected by fungal infections.
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•
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invasive candidiasis;
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•
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complicated and recurrent vulvovaginal candidiasis; and
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invasive aspergillosis.
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completion of preclinical laboratory tests, animal studies and formulation studies in compliance with the FDA’s good laboratory practice, or GLP, regulations;
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•
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submission to the FDA of an investigational new drug application, or IND, which must become effective before human clinical trials may begin;
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approval by an independent institutional review board, or IRB, at each clinical site before each trial may be initiated;
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performance of adequate and well-controlled human clinical trials in accordance with good clinical practice, or GCP, to establish the safety and efficacy of the proposed drug for each indication, subject to on-going IRB review;
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submission to the FDA of an NDA;
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satisfactory completion of an FDA advisory committee review, if applicable;
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•
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satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the product is produced to assess compliance with current Good manufacturing practice, or cGMP, regulations and guidance, and to assure that the facilities, methods and controls are adequate to preserve the drug’s identity, strength, quality and purity; and
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•
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FDA review and approval of the NDA.
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(1)
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caused by an antifungal resistant pathogen, including novel or emerging infectious pathogens; or
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(2)
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qualifying pathogens listed by the FDA in accordance with the GAIN Act.
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ITEM 1A.
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RISK FACTORS
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•
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continue the development of SCY-078 for treatment of multiple indications;
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conduct ongoing and initiate new clinical trials for SCY-078;
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seek marketing approvals for SCY-078;
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establish a sales, marketing and distribution infrastructure to commercialize any products for which we may obtain marketing approval;
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maintain, expand and protect our intellectual property portfolio;
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•
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hire additional clinical, quality control and scientific personnel;
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maintain and create additional infrastructure to support our operations as a public company; and
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develop in-house product candidates or seek to in-license product candidates from third-parties.
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the costs associated with developing SCY-078, which are difficult for us to predict;
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any delays in regulatory review and approval of SCY-078;
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delays in the timing of submission of a new drug application, or NDA, as well as commencement, enrollment and the timing of clinical testing, of SCY-078 or any other product candidates we may seek to develop;
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our ability to commercialize product candidates, both in the United States and overseas, if we are able to obtain regulatory approval to do so;
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the costs associated with obtaining and maintaining regulatory approval and ongoing company compliance and product compliance for SCY-078;
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market acceptance of SCY-078 and any future product candidates we may seek to develop;
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changes in regulations and regulatory policies;
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competition from existing products or new products that may emerge;
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the ability of patients or healthcare providers to obtain coverage of, or sufficient reimbursement for, any products we are able to develop;
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our ability to establish or maintain collaborations, licensing or other arrangements;
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costs related to, and outcomes of, potential litigation;
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potential product liability claims; and
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potential liabilities associated with hazardous materials.
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significantly delay, scale back or discontinue the development or commercialization of SCY-078 and any future product candidates we may seek to develop;
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seek strategic alliances for research and development programs at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available; or
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relinquish or license on unfavorable terms our rights to any product candidates that we otherwise would seek to develop or commercialize ourselves.
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inability to reach agreements on acceptable terms with prospective clinical research organizations, or CROs, and trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites;
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difficulty identifying and engaging qualified clinical investigators;
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regulatory objections to commencing a clinical trial or proceeding to the next phase of investigation, including inability to reach agreement with the FDA or non-U.S. regulators regarding the scope or design of our clinical trials or for other reasons such as safety concerns that might be identified during preclinical development or early stage clinical trials;
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inability to identify and maintain a sufficient number of eligible trial sites, many of which may already be engaged in other clinical trial programs, including some that may be for the same indication as our product candidates;
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withdrawal of clinical trial sites from our clinical trials as a result of changing standards of care;
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inability to obtain institutional review board (or ethics review committee) approval to conduct a clinical trial at prospective sites;
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difficulty identifying, recruiting and enrolling eligible patients to participate in clinical trials for a variety of reasons, including meeting the enrollment criteria for our study and competition from other clinical trial programs for the same indication as product candidates we seek to commercialize;
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inability to retain patients in clinical trials due to the treatment protocol, personal issues, side effects from the therapy or lack of efficacy;
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inability to produce and/or obtain in a timely manner sufficient quantity of our products to satisfy the requirements of the clinical trials; and
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inability to obtain sufficient funding to commence a clinical trial.
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failure by us, CROs or clinical investigators to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols;
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failed inspection of the clinical trial operations or trial sites by the FDA or other regulatory authorities;
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safety or efficacy issues or any determination that a clinical trial presents unacceptable health risks. During an extension of our Phase 1 program for the intravenous formulation in healthy volunteers, aimed to expand the safety margin that would allow greater flexibility of dosing options in patients, we observed adverse events secondary to thrombi formation at site of IV infusion; or
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lack of adequate funding to continue the clinical trial due to unforeseen costs resulting from enrollment delays, requirements to conduct additional trials and studies, increased expenses associated with the services of our CROs and other third parties, or other reasons.
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limitations or warnings contained in the FDA-approved labeling;
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changes in the standard of care for the targeted indications;
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limitations in the approved indications;
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availability of alternative therapies with potentially advantageous results, or other products with similar results at similar or lower cost, including generics and over-the-counter products;
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lower demonstrated clinical safety or efficacy compared to other products;
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occurrence of significant adverse side effects;
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ineffective sales, marketing and distribution support;
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lack of availability of reimbursement from managed care plans and other third-party payors;
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timing of market introduction and perceived effectiveness of competitive products;
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lack of cost-effectiveness;
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adverse publicity about our product candidates or favorable publicity about competitive products;
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lack of convenience and ease of administration; and
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potential product liability claims.
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regulatory authorities may require the addition of labeling statements, specific warnings, precautions, contraindications or field alerts to physicians and pharmacies;
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we may be required to change the way the product is administered, conduct additional clinical trials or change the labeling of the product;
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we may have limitations on how we promote the product;
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sales of the product may decrease significantly;
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regulatory authorities may require us to take our approved product off the market;
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we may be subject to litigation or product liability claims; and
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our reputation may suffer.
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resources, including capital, personnel and technology;
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research and development capability;
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clinical trial expertise;
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regulatory expertise;
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•
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intellectual property portfolios;
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expertise in prosecution of intellectual property rights;
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manufacturing and distribution expertise; and
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sales and marketing expertise.
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SCY-078 and any future product candidates we may seek to develop may not generate preclinical or clinical data that are deemed sufficient by regulators in a given jurisdiction;
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•
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SCY-078 may not be approved for all indications requested, or any indications at all, in a given jurisdiction which could limit the uses of SCY-078 and any future product candidates we may seek to develop and have an adverse effect on product sales and potential royalties; and
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such approval in a given jurisdiction may be subject to limitations on the indicated uses for which the product may be marketed or require costly post-marketing follow-up studies.
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issue warning letters;
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mandate modifications to promotional materials or require us to provide corrective information to healthcare practitioners;
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require us or our partners to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;
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impose other civil or criminal penalties;
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suspend regulatory approval;
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suspend any ongoing clinical trials;
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refuse to approve pending applications or supplements to approved applications filed by us, our partners or our potential future partners;
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impose restrictions on operations, including costly new manufacturing requirements; or
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seize or detain products or require a product recall.
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the possible breach of the manufacturing agreements or violation of regulatory standards by the third parties because of factors beyond our control; and
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the possibility of termination or nonrenewal of the agreements by the third parties because of our breach of the manufacturing agreement or based on their own business priorities.
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others may be able to make compounds that are similar to SCY-078 and any future product candidates we may seek to develop but that are not covered by the claims of our patents;
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if we encounter delays in our clinical trials, the period of time during which we could market our drug candidates under patent protection would be reduced;
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we might not have been the first to conceive, make or disclose the inventions covered by our patents or pending patent applications;
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we might not have been the first to file patent applications for these inventions;
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any patents that we obtain may be invalid or unenforceable or otherwise may not provide us with any competitive advantages; or
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the patents of others may have a material adverse effect on our business.
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successfully attract and recruit new employees with the expertise and experience we will require;
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manage our clinical programs effectively, which we anticipate being conducted at numerous clinical sites;
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develop a marketing and sales infrastructure; and
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continue to develop our operational, financial and management controls, reporting systems and procedures.
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withdrawal of clinical trial participants;
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termination of clinical trial sites or entire trial programs;
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costs of related litigation;
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substantial monetary awards to patients or other claimants;
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decreased demand for product candidates and loss of revenue;
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impairment of our business reputation;
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•
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diversion of management and scientific resources from our business operations; and
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•
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the inability to commercialize product candidates.
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•
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the results of our preclinical testing or clinical trials;
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•
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the ability to obtain additional funding;
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•
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any delay in filing an NDA or similar foreign applications for SCY-078 and any future product candidate we may seek to develop or any adverse development or perceived adverse development with respect to the FDA’s review of that NDA or a foreign regulator’s review of a similar applications;
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•
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maintenance of our existing collaborations or ability to enter into new collaborations;
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our collaboration partners’ election to develop or commercialize product candidates under our collaboration agreements or the termination of any programs under our collaboration agreements;
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•
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any intellectual property infringement actions in which we or our licensors and collaboration partners may become involved;
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•
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our ability to successfully develop and commercialize future product candidates;
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•
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changes in laws or regulations applicable to future products;
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•
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adverse regulatory decisions;
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•
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introduction of new products, services or technologies by our competitors;
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•
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achievement of financial projections we may provide to the public;
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achievement of the estimates and projections of the investment community;
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•
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the perception of the pharmaceutical industry by the public, legislatures, regulators and the investment community;
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•
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announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us, our collaboration partners or our competitors;
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•
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disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;
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•
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legislation or regulation that mandates or encourages the use of generic products;
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•
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additions or departures of key scientific or management personnel;
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•
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significant lawsuits, including patent or stockholder litigation;
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•
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changes in the market valuations of similar companies;
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•
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general economic and market conditions and overall fluctuations in the U.S. equity markets;
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•
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sales of our common stock by us, our executive officers and directors or our stockholders in the future; and
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trading volume of our common stock.
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•
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the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting;
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•
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the “say on pay” provisions, requiring a non-binding stockholder vote to approve compensation of certain executive officers, and the “say on golden parachute” provisions, requiring a non-binding stockholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations, of the Dodd-Frank Act and some of the disclosure requirements of the Dodd-Frank Act relating to compensation of our chief executive officer;
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•
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the requirement to provide detailed compensation discussion and analysis in proxy statements and reports filed under the Exchange Act, and instead provide a reduced level of disclosure concerning executive compensation; and
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•
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any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Year Ended December 31, 2015
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High
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Low
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||||
First Quarter
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|
$
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15.00
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$
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7.09
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Second Quarter
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$
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10.05
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$
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7.50
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Third Quarter
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$
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9.10
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$
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6.29
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Fourth Quarter
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$
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7.69
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$
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5.51
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Year Ended December 31, 2016
|
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High
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Low
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||||
First Quarter
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|
$
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6.60
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$
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4.01
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Second Quarter
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$
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4.62
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$
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2.05
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Third Quarter
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$
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4.35
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$
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1.74
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Fourth Quarter
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$
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5.51
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$
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2.84
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Cumulative Total Return
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||||||||||||||||||||||||||||||||||||||||||||||
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5/7/14
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6/30/14
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9/30/14
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12/31/14
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3/31/15
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6/30/15
|
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9/30/15
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12/31/15
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3/31/16
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6/30/16
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9/30/16
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12/31/16
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||||||||||||||||||||||||
SCYNEXIS, Inc.
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$
|
100.00
|
|
|
$
|
92.50
|
|
|
$
|
85.24
|
|
|
$
|
115.11
|
|
|
$
|
95.73
|
|
|
$
|
101.38
|
|
|
$
|
83.97
|
|
|
$
|
71.63
|
|
|
$
|
46.48
|
|
|
$
|
25.03
|
|
|
$
|
44.64
|
|
|
$
|
36.79
|
|
NASDAQ Composite
|
100.00
|
|
|
107.18
|
|
|
109.20
|
|
|
115.47
|
|
|
119.51
|
|
|
122.01
|
|
|
113.05
|
|
|
122.68
|
|
|
119.80
|
|
|
119.31
|
|
|
130.94
|
|
|
132.59
|
|
||||||||||||
NASDAQ Biotechnology
|
100.00
|
|
|
110.91
|
|
|
122.21
|
|
|
130.08
|
|
|
142.16
|
|
|
151.31
|
|
|
124.87
|
|
|
138.99
|
|
|
111.56
|
|
|
109.18
|
|
|
120.04
|
|
|
110.80
|
|
ITEM 6.
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SELECTED FINANCIAL DATA
|
|
|
Years Ended December 31,
|
||||||||||||||||||
(dollars in thousands, except per share data)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Revenue
|
|
$
|
257
|
|
|
$
|
257
|
|
|
$
|
1,256
|
|
|
$
|
95
|
|
|
$
|
313
|
|
Loss from continuing operations
|
|
(29,989
|
)
|
|
(28,338
|
)
|
|
(5,603
|
)
|
|
(31,331
|
)
|
|
(16,631
|
)
|
|||||
Loss from continuing operations per common share - basic
|
|
$
|
(1.58
|
)
|
|
$
|
(2.33
|
)
|
|
$
|
(1.28
|
)
|
|
$
|
(142.06
|
)
|
|
$
|
(51.08
|
)
|
Loss from continuing operations per common share - diluted
|
|
$
|
(1.58
|
)
|
|
$
|
(2.33
|
)
|
|
$
|
(2.92
|
)
|
|
$
|
(142.06
|
)
|
|
$
|
(51.08
|
)
|
|
|
As of December 31,
|
||||||||||||||||||
(dollars in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Total assets
|
|
$
|
59,792
|
|
|
$
|
49,273
|
|
|
$
|
39,672
|
|
|
$
|
12,387
|
|
|
$
|
12,118
|
|
Loan payable, long term
|
|
$
|
14,252
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
15,000
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
costs related to executing preclinical studies and clinical trials, including related drug formulation, manufacturing and other development;
|
•
|
salaries and personnel-related costs, including benefits and any stock-based compensation for personnel performing research and development functions;
|
•
|
fees paid to clinical research organizations ("CROs"), vendors, consultants and other third parties who support our product candidate development and intellectual property protection;
|
•
|
other costs in seeking regulatory approval of our products; and
|
•
|
allocated overhead.
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
SCY-078
|
$
|
20,076
|
|
|
$
|
16,247
|
|
|
$
|
7,050
|
|
Cyclophilin Inhibitor Platform
|
—
|
|
|
193
|
|
|
1,237
|
|
|||
Total research and development, net
|
$
|
20,076
|
|
|
$
|
16,440
|
|
|
$
|
8,287
|
|
•
|
fair value adjustments to our warrant liability;
|
•
|
interest expense associated with our long term loan payable obligation;
|
•
|
interest income associated with our held-to-maturity short-term investments
|
•
|
amortization of deferred financing costs, including the effects of a related party guarantee of our outstanding credit facility;
|
•
|
interest paid our outstanding bank debt;
|
•
|
a loss on the extinguishment of debt; and
|
•
|
fair value adjustments to our derivative liability for warrants issued in conjunction with the related party convertible debt.
|
|
December 31,
|
|
% Change
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||
Revenue
|
257
|
|
|
$
|
257
|
|
|
$
|
1,256
|
|
|
—
|
%
|
|
(79.5
|
)%
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development, net
|
20,076
|
|
|
16,440
|
|
|
8,287
|
|
|
22.1
|
%
|
|
98.4
|
%
|
|||
Selling, general and administrative
|
7,998
|
|
|
12,166
|
|
|
7,616
|
|
|
(34.3
|
)%
|
|
59.7
|
%
|
|||
Total operating expenses
|
28,074
|
|
|
28,606
|
|
|
15,903
|
|
|
(1.9
|
)%
|
|
79.9
|
%
|
|||
Loss from operations
|
(27,817
|
)
|
|
(28,349
|
)
|
|
(14,647
|
)
|
|
(1.9
|
)%
|
|
93.5
|
%
|
|||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of deferred financing costs and debt discount
|
100
|
|
|
—
|
|
|
755
|
|
|
—
|
|
|
(100.0
|
)%
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
1,389
|
|
|
—
|
|
|
(100.0
|
)%
|
|||
Interest income
|
(185
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
351
|
|
|
(11
|
)
|
|
48
|
|
|
(3,290.9
|
)%
|
|
(122.9
|
)%
|
|||
Warrant liability fair value adjustment
|
1,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Derivative fair value adjustment
|
—
|
|
|
—
|
|
|
(10,080
|
)
|
|
—
|
|
|
(100.0
|
)%
|
|||
Other expense
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
(100.0
|
)%
|
|||
Total other expense (income):
|
2,172
|
|
|
(11
|
)
|
|
(7,878
|
)
|
|
(19,845.5
|
)%
|
|
(99.9
|
)%
|
|||
Loss from continuing operations before taxes
|
(29,989
|
)
|
|
(28,338
|
)
|
|
(6,769
|
)
|
|
5.8
|
%
|
|
318.6
|
%
|
|||
Income tax benefit
|
—
|
|
|
—
|
|
|
1,166
|
|
|
—
|
|
|
(100.0
|
)%
|
|||
Loss from continuing operations
|
(29,989
|
)
|
|
(28,338
|
)
|
|
(5,603
|
)
|
|
5.8
|
%
|
|
405.8
|
%
|
|||
(Loss) income from discontinued operations, net of tax expense
|
—
|
|
|
(4,285
|
)
|
|
1,369
|
|
|
(100.0
|
)%
|
|
(413.0
|
)%
|
|||
Net Loss
|
$
|
(29,989
|
)
|
|
$
|
(32,623
|
)
|
|
$
|
(4,234
|
)
|
|
(8.1
|
)%
|
|
670.5
|
%
|
|
For the Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash and cash equivalents, January 1
|
$
|
46,985
|
|
|
$
|
32,243
|
|
|
$
|
1,402
|
|
Net cash used in operating activities
|
(29,353
|
)
|
|
(24,545
|
)
|
|
(9,472
|
)
|
|||
Net cash (used in) provided by investing activities
|
(22,472
|
)
|
|
1,586
|
|
|
(488
|
)
|
|||
Net cash provided by financing activities
|
40,496
|
|
|
37,701
|
|
|
40,801
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(11,329
|
)
|
|
14,742
|
|
|
30,841
|
|
|||
Cash and cash equivalents, December 31
|
$
|
35,656
|
|
|
$
|
46,985
|
|
|
$
|
32,243
|
|
•
|
the progress, costs, and the clinical research and development of SCY-078;
|
•
|
the outcome, costs and timing of seeking and obtaining FDA and any other regulatory approvals;
|
•
|
the ability of our product candidates to progress through clinical development successfully;
|
•
|
our need to expand our research and development activities;
|
•
|
the costs associated with securing, establishing and maintaining commercialization and manufacturing capabilities;
|
•
|
our ability to maintain, expand and defend the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights;
|
•
|
our need and ability to hire additional management and scientific and medical personnel;
|
•
|
the costs associated with our securities litigation, and the outcome of that litigation;
|
•
|
our need to implement additional, as well as to enhance existing, internal systems and infrastructure, including financial and reporting processes and systems; and
|
•
|
the economic and other terms, timing and success of our existing licensing arrangements and any collaboration, licensing or other arrangements into which we may enter in the future.
|
|
Payments Due by Period
|
||||||||||||||
|
Total
|
|
Less than One Year
|
|
One to Three Years
|
|
Three to Five Years
|
||||||||
Loan payable, long term
|
$
|
15,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,750
|
|
Operating lease
|
489
|
|
|
307
|
|
|
182
|
|
|
—
|
|
||||
Total
|
$
|
16,239
|
|
|
$
|
307
|
|
|
$
|
182
|
|
|
$
|
15,750
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Research and development
|
$
|
299
|
|
|
$
|
300
|
|
|
$
|
394
|
|
Selling, general and administrative
|
911
|
|
|
2,515
|
|
|
648
|
|
|||
Discontinued operations
|
—
|
|
|
208
|
|
|
159
|
|
|||
Total
|
$
|
1,210
|
|
|
$
|
3,023
|
|
|
$
|
1,201
|
|
•
|
we do not have sufficient history to estimate the volatility of our common stock price. We estimate expected volatility based on reported data for selected reasonably similar publicly traded companies for which the historical information is available. For the purpose of identifying peer companies, we consider characteristics such as industry, length of trading history, similar vesting terms and in-the-money option status. We plan to continue to use the guideline peer group volatility information until the historical volatility of our common stock is relevant to measure expected volatility for future option grants;
|
•
|
the assumed dividend yield is based on our expectation of not paying dividends on our underlying common stock for the foreseeable future;
|
•
|
we determine the average expected life of stock options based on the simplified method in accordance with SEC Staff Accounting Bulletin Nos. 107 and 110, as our common stock has a limited trading history. We expect to use the simplified method until we have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term;
|
•
|
we determine the risk-free interest rate by reference to implied yields available from U.S. Treasury securities with a remaining term equal to the expected life assumed at the date of grant; and
|
•
|
we estimate forfeitures based on our historical analysis of actual stock option forfeitures.
|
Employee Stock Options
|
Years Ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Weighted average risk-free interest rate
|
1.48%
|
|
1.60%
|
|
2.05%
|
Weighted average expected term (in years)
|
6.08
|
|
6.07
|
|
6.04
|
Weighted average expected volatility
|
67.18%
|
|
64.42%
|
|
68.57%
|
Expected dividend yield
|
—
|
|
—
|
|
—
|
Forfeiture rate
|
5.00%
|
|
5.00%
|
|
5.00%
|
Non-Employee Director Stock Options
|
Years Ended December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Weighted average risk-free interest rate
|
1.41%
|
|
1.62%
|
|
1.75%
|
Weighted average expected term (in years)
|
5.30
|
|
5.32
|
|
5.30
|
Weighted average expected volatility
|
67.61%
|
|
63.46%
|
|
64.10%
|
Expected dividend yield
|
—
|
|
—
|
|
—
|
Forfeiture rate
|
5.00%
|
|
5.00%
|
|
5.00%
|
•
|
our results of operations, financial position, status of our research and development efforts, stage of development and business strategy and the material risks related to our business and industry;
|
•
|
external market conditions affecting the life sciences and biotechnology industry sectors;
|
•
|
the prices at which we sold shares of convertible preferred stock to third-party investors;
|
•
|
the superior rights and preferences of the convertible preferred stock relative to our common stock at the time of each grant;
|
•
|
the valuation of publicly traded companies in the life sciences and biotechnology sectors, as well as recently completed mergers and acquisitions of peer companies;
|
•
|
the lack of an active public market for our common stock and convertible preferred stock;
|
•
|
the likelihood of achieving a liquidity event in light of prevailing market conditions, such as an initial public offering or sale of our company; and
|
•
|
any recent contemporaneous valuations prepared in accordance with methodologies outlined in the Practice Aid.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
35,656
|
|
|
$
|
46,985
|
|
Short-term investments
|
22,930
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
741
|
|
|
1,452
|
|
||
Total current assets
|
59,327
|
|
|
48,437
|
|
||
Other assets
|
120
|
|
|
419
|
|
||
Deferred offering costs
|
345
|
|
|
417
|
|
||
Total assets
|
$
|
59,792
|
|
|
$
|
49,273
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
2,192
|
|
|
$
|
619
|
|
Accrued expenses
|
1,268
|
|
|
3,149
|
|
||
Accrued severance and retention costs (Note 12)
|
—
|
|
|
2,639
|
|
||
Deferred revenue, current portion
|
257
|
|
|
257
|
|
||
Total current liabilities
|
3,717
|
|
|
6,664
|
|
||
Deferred revenue, non-current
|
378
|
|
|
635
|
|
||
Deferred rent
|
25
|
|
|
25
|
|
||
Warrant liability
|
6,601
|
|
|
—
|
|
||
Loan payable, long term
|
14,252
|
|
|
—
|
|
||
Total liabilities
|
24,973
|
|
|
7,324
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, authorized 5,000,000 shares as of December 31, 2016 and December 31, 2015; 0 shares issued and outstanding as of December 31, 2016 and December 31, 2015
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, authorized 125,000,000 shares as of December 31, 2016 and December 31, 2015; 24,609,411 and 13,905,599 shares issued and outstanding as of December 31, 2016, and December 31, 2015, respectively
|
24
|
|
|
14
|
|
||
Additional paid-in capital
|
214,918
|
|
|
192,069
|
|
||
Accumulated deficit
|
(180,123
|
)
|
|
(150,134
|
)
|
||
Total stockholders’ equity
|
34,819
|
|
|
41,949
|
|
||
Total liabilities and stockholders’ equity
|
$
|
59,792
|
|
|
$
|
49,273
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
|
$
|
257
|
|
|
$
|
257
|
|
|
$
|
1,256
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development, net
|
|
20,076
|
|
|
16,440
|
|
|
8,287
|
|
|||
Selling, general and administrative
|
|
7,998
|
|
|
12,166
|
|
|
7,616
|
|
|||
Total operating expenses
|
|
28,074
|
|
|
28,606
|
|
|
15,903
|
|
|||
Loss from operations
|
|
(27,817
|
)
|
|
(28,349
|
)
|
|
(14,647
|
)
|
|||
Other expense (income):
|
|
|
|
|
|
|
||||||
Amortization of deferred financing costs and debt discount
|
|
100
|
|
|
—
|
|
|
755
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
1,389
|
|
|||
Interest income
|
|
(185
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense
|
|
351
|
|
|
(11
|
)
|
|
48
|
|
|||
Warrant liability fair value adjustment
|
|
1,906
|
|
|
—
|
|
|
—
|
|
|||
Derivative fair value adjustment
|
|
—
|
|
|
—
|
|
|
(10,080
|
)
|
|||
Other expense
|
|
—
|
|
|
—
|
|
|
10
|
|
|||
Total other expense (income):
|
|
2,172
|
|
|
(11
|
)
|
|
(7,878
|
)
|
|||
Loss from continuing operations before taxes
|
|
(29,989
|
)
|
|
(28,338
|
)
|
|
(6,769
|
)
|
|||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
1,166
|
|
|||
Loss from continuing operations
|
|
(29,989
|
)
|
|
(28,338
|
)
|
|
(5,603
|
)
|
|||
(Loss) income from discontinued operations, net of tax expense of $0, $0, and $1,166 for the years ended December 31, 2016, 2015 and 2014, respectively
|
|
—
|
|
|
(4,285
|
)
|
|
1,369
|
|
|||
Net loss
|
|
$
|
(29,989
|
)
|
|
$
|
(32,623
|
)
|
|
$
|
(4,234
|
)
|
Deemed dividend for beneficial conversion feature on Series D-2 preferred stock
|
|
—
|
|
|
—
|
|
|
(909
|
)
|
|||
Deemed dividend for antidilution adjustments to convertible preferred stock
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
|||
Accretion of convertible preferred stock
|
|
—
|
|
|
—
|
|
|
(510
|
)
|
|||
Net loss attributable to common stockholders - basic
|
|
$
|
(29,989
|
)
|
|
$
|
(32,623
|
)
|
|
$
|
(5,867
|
)
|
Derivative fair value adjustment
|
|
—
|
|
|
—
|
|
|
(10,080
|
)
|
|||
Net loss attributable to common stockholders - diluted
|
|
$
|
(29,989
|
)
|
|
$
|
(32,623
|
)
|
|
$
|
(15,947
|
)
|
Net (loss) income per share attributable to common stockholders - basic
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(1.58
|
)
|
|
$
|
(2.33
|
)
|
|
$
|
(1.28
|
)
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
(0.35
|
)
|
|
$
|
0.24
|
|
Net loss per share - basic
|
|
$
|
(1.58
|
)
|
|
$
|
(2.68
|
)
|
|
$
|
(1.04
|
)
|
Net (loss) income per share attributable to common stockholders - diluted
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
(1.58
|
)
|
|
$
|
(2.33
|
)
|
|
$
|
(2.92
|
)
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
(0.35
|
)
|
|
$
|
0.23
|
|
Net loss per share - diluted
|
|
$
|
(1.58
|
)
|
|
$
|
(2.68
|
)
|
|
$
|
(2.69
|
)
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
19,035,299
|
|
|
12,163,559
|
|
|
5,663,311
|
|
|||
Diluted
|
|
19,035,299
|
|
|
12,163,559
|
|
|
5,937,087
|
|
|
Series A
Convertible
Preferred
Stock
|
|
Series B
Convertible
Preferred
Stock
|
|
Series C
Convertible
Preferred
Stock
|
|
Series C-1
Convertible
Preferred
Stock
|
|
Series C-2
Convertible
Preferred
Stock
|
|
Series D-1
Convertible
Preferred
Stock
|
|
Series D-2
Convertible
Preferred
Stock
|
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity (Deficit)
|
||||||||||||||||||||||
Balances as of December 31, 2013
|
$
|
250
|
|
|
$
|
4,215
|
|
|
$
|
28,121
|
|
|
$
|
—
|
|
|
$
|
13,500
|
|
|
$
|
16,952
|
|
|
$
|
24,119
|
|
|
|
$
|
—
|
|
|
$
|
5,168
|
|
|
$
|
(113,277
|
)
|
|
$
|
(108,109
|
)
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(4,234
|
)
|
|
(4,234
|
)
|
|||||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
|||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,201
|
|
|
—
|
|
|
1,201
|
|
|||||||||||
Sale of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
544
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Reclassification of warrants issued with preferred stock to derivative liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(544
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Beneficial conversion feature for sale of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
909
|
|
|
|
—
|
|
|
(909
|
)
|
|
—
|
|
|
(909
|
)
|
|||||||||||
Beneficial conversion feature for antidilution adjustment
|
—
|
|
|
18
|
|
|
153
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
(214
|
)
|
|||||||||||
Adjustment of preferred stock to liquidation value
|
—
|
|
|
(18
|
)
|
|
(153
|
)
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
|
724
|
|
|
|
—
|
|
|
(510
|
)
|
|
—
|
|
|
(510
|
)
|
|||||||||||
Issuance of common stock from the IPO, net of underwriting discounts and commissions and offering expenses (Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6
|
|
|
54,577
|
|
|
—
|
|
|
54,583
|
|
|||||||||||
Conversion of preferred stock into shares of common stock
|
(250
|
)
|
|
(4,215
|
)
|
|
(28,121
|
)
|
|
—
|
|
|
(13,500
|
)
|
|
(16,952
|
)
|
|
(25,752
|
)
|
|
|
2
|
|
|
88,788
|
|
|
—
|
|
|
88,790
|
|
|||||||||||
Warrant derivative liability reclassified to additional paid-in capital
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
2,701
|
|
|
—
|
|
|
2,701
|
|
|||||||||||
Exercise of common stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
|||||||||||
Issuance of common stock - ESPP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
|||||||||||
Balances as of December 31, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
8
|
|
|
$
|
150,934
|
|
|
$
|
(117,511
|
)
|
|
$
|
33,431
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(32,623
|
)
|
|
(32,623
|
)
|
|||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
3,023
|
|
|
—
|
|
|
3,023
|
|
|||||||||||
Issuance of common stock from April 2015 Offering, net of underwriting discounts and commissions and offering expenses (Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6
|
|
|
38,006
|
|
|
—
|
|
|
38,012
|
|
|||||||||||
Issuance of common stock - ESPP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
106
|
|
|||||||||||
Balances as of December 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
14
|
|
|
$
|
192,069
|
|
|
$
|
(150,134
|
)
|
|
$
|
41,949
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(29,989
|
)
|
|
(29,989
|
)
|
|||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,210
|
|
|
—
|
|
|
1,210
|
|
|||||||||||
Debt discount for Solar Warrant
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
244
|
|
|
—
|
|
|
244
|
|
|||||||||||
Issuance of common stock from Shelf Registration, net of underwriting discounts and commissions and offering expenses (Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
10
|
|
|
21,376
|
|
|
—
|
|
|
21,386
|
|
|||||||||||
Issuance of common stock - ESPP
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
|||||||||||
Balances as of December 31, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
24
|
|
|
$
|
214,918
|
|
|
$
|
(180,123
|
)
|
|
$
|
34,819
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(29,989
|
)
|
|
$
|
(32,623
|
)
|
|
$
|
(4,234
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Non-cash component of impairment loss on classification of assets as held for sale
|
—
|
|
|
586
|
|
|
—
|
|
|||
Gain on insurance recovery
|
—
|
|
|
—
|
|
|
(165
|
)
|
|||
Loss on disposal of Services Business
|
—
|
|
|
73
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
1,389
|
|
|||
Write off of deferred offering costs
|
111
|
|
|
—
|
|
|
—
|
|
|||
Depreciation
|
26
|
|
|
447
|
|
|
1,238
|
|
|||
Stock-based compensation expense
|
1,210
|
|
|
3,023
|
|
|
1,201
|
|
|||
Amortization of investment premium
|
315
|
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred financing costs and debt discount
|
100
|
|
|
—
|
|
|
755
|
|
|||
Change in fair value of Warrant Liability
|
1,906
|
|
|
—
|
|
|
—
|
|
|||
Change in fair value of derivative liability
|
—
|
|
|
—
|
|
|
(10,080
|
)
|
|||
Changes in deferred rent
|
1
|
|
|
(108
|
)
|
|
(187
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable and unbilled services
|
—
|
|
|
31
|
|
|
(439
|
)
|
|||
Prepaid expenses, other assets, and deferred costs
|
172
|
|
|
(633
|
)
|
|
(490
|
)
|
|||
Accounts payable and accrued expenses
|
(309
|
)
|
|
1,066
|
|
|
1,575
|
|
|||
Accrued severance and retention cost obligations
|
(2,639
|
)
|
|
2,639
|
|
|
—
|
|
|||
Deferred revenue
|
(257
|
)
|
|
954
|
|
|
(35
|
)
|
|||
Net cash used in operating activities
|
(29,353
|
)
|
|
(24,545
|
)
|
|
(9,472
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Maturities of investments
|
12,300
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from insurance recovery
|
—
|
|
|
—
|
|
|
216
|
|
|||
Proceeds from sale of Services Business
|
500
|
|
|
2,549
|
|
|
—
|
|
|||
Maturity of a security
|
300
|
|
|
—
|
|
|
—
|
|
|||
Purchase of a security
|
—
|
|
|
(300
|
)
|
|
—
|
|
|||
Payment of security deposit
|
—
|
|
|
(74
|
)
|
|
—
|
|
|||
Purchases of property and equipment
|
(27
|
)
|
|
(589
|
)
|
|
(704
|
)
|
|||
Purchase of investments
|
(35,545
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by investing activities
|
(22,472
|
)
|
|
1,586
|
|
|
(488
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from common stock issued
|
28,077
|
|
|
41,400
|
|
|
62,000
|
|
|||
Proceeds from sale of preferred stock
|
—
|
|
|
—
|
|
|
544
|
|
|||
Repayment of debt
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|||
Proceeds from Loan Agreement
|
15,000
|
|
|
—
|
|
|
—
|
|
|||
Payments of Loan Agreement issuance costs
|
(604
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of offering costs and underwriting discounts and commissions
|
(1,996
|
)
|
|
(3,805
|
)
|
|
(6,875
|
)
|
|||
Proceeds from employee stock purchase plan issuances
|
19
|
|
|
106
|
|
|
68
|
|
|||
Proceeds from exercise of stock warrants
|
—
|
|
|
—
|
|
|
55
|
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
—
|
|
|
9
|
|
|||
Net cash provided by financing activities
|
40,496
|
|
|
37,701
|
|
|
40,801
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(11,329
|
)
|
|
14,742
|
|
|
30,841
|
|
|||
Cash and cash equivalents, beginning of period
|
46,985
|
|
|
32,243
|
|
|
1,402
|
|
|||
Cash and cash equivalents, end of period
|
$
|
35,656
|
|
|
$
|
46,985
|
|
|
$
|
32,243
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
351
|
|
|
$
|
—
|
|
|
$
|
49
|
|
Cash received for interest
|
$
|
478
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Noncash financing and investing activities:
|
|
|
|
|
|
||||||
Beneficial conversion feature on sale of Series D-2 preferred stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
909
|
|
Beneficial conversion feature for antidilution adjustment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
214
|
|
Adjustment of preferred stock to redemption value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
510
|
|
Issuance of warrants allocated to debt discount
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
906
|
|
Equipment purchases in accounts payable and accrued expenses
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34
|
|
Impairment of fixed asset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
51
|
|
Deferred offering costs reclassified to additional paid-in capital
|
$
|
79
|
|
|
$
|
3,388
|
|
|
$
|
4,126
|
|
Warrant derivative liability reclassified to additional paid-in capital
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,701
|
|
Conversion of convertible preferred stock to common stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88,790
|
|
Proceeds from sale of Services Business held in escrow
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
—
|
|
1.
|
Description of Business and Basis of Preparation
|
•
|
a base prospectus which covers the offering, issuance and sale by the Company of up to a maximum aggregate offering price of
$150,000
of the Company's common stock, preferred stock, debt securities and warrants, including common stock or preferred stock issuable upon conversion of debt securities, common stock issuable upon conversion of preferred stock, or common stock, preferred stock or debt securities issuable upon the exercise of warrants (the "Shelf Registration"), and
|
•
|
a prospectus covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of
$40,000
of the Company's common stock that may be issued and sold under a sales agreement with Cowen and Company, LLC ("Cowen"). On April 10, 2016, the Company terminated the sales agreement with Cowen and on April 11, 2016, entered into a Controlled Equity Offering Sales Agreement
SM
(the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”). Pursuant to the Sales Agreement, the Company may sell from time to time, at its option, up to an aggregate of
$40,000
of the Company’s common stock, through Cantor, as sales agent (the “ATM Offering”). Pursuant to the Sales Agreement, sales of the common stock, if any, will be made under the Company’s previously filed and currently effective registration statement on Form S-3 (File No. 333-207705).
|
2.
|
Summary of Significant Accounting Policies
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Research and development expense, gross
|
|
$
|
20,706
|
|
|
$
|
17,380
|
|
|
$
|
8,717
|
|
Less: Reimbursement of research and development expense
|
|
630
|
|
|
940
|
|
|
430
|
|
|||
Research and development expense, net of reimbursements
|
|
$
|
20,076
|
|
|
$
|
16,440
|
|
|
$
|
8,287
|
|
•
|
Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;
|
•
|
Level 2 — Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and
|
•
|
Level 3 — Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
Warrants to purchase Series C-1 Preferred
|
14,033
|
|
|
14,033
|
|
Warrants to purchase common stock associated with June 2016 Public Offering
|
4,218,750
|
|
|
—
|
|
Warrants to purchase common stock associated with Loan Agreement
|
122,435
|
|
|
—
|
|
Stock options
|
1,819,444
|
|
|
1,379,727
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
United States
|
$
|
—
|
|
|
—
|
%
|
|
$
|
6,931
|
|
|
90
|
%
|
|
$
|
16,422
|
|
|
86
|
%
|
Europe
|
—
|
|
|
—
|
|
|
477
|
|
|
7
|
%
|
|
1,235
|
|
|
7
|
%
|
|||
Other non-US
|
257
|
|
|
100
|
%
|
|
257
|
|
|
3
|
%
|
|
1,367
|
|
|
7
|
%
|
|||
Total revenue
|
257
|
|
|
100
|
%
|
|
7,665
|
|
|
100
|
%
|
|
19,024
|
|
|
100
|
%
|
|||
Less: Revenue from discontinued operations
|
—
|
|
|
—
|
|
|
7,408
|
|
|
97
|
%
|
|
17,768
|
|
|
93
|
%
|
|||
Revenue from continuing operations
|
$
|
257
|
|
|
100
|
%
|
|
$
|
257
|
|
|
3
|
%
|
|
$
|
1,256
|
|
|
7
|
%
|
3.
|
Short-term
Investments
|
|
|
|
|
|
||||||||||
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
|
||||||
U.S. government securities
|
|
$
|
22,930
|
|
|
31
|
|
|
62
|
|
|
$
|
22,899
|
|
Total short-term investments
|
|
$
|
22,930
|
|
|
31
|
|
|
62
|
|
|
$
|
22,899
|
|
4.
|
Prepaid Expenses and Other Current Assets
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Prepaid SCY-078 development services
|
$
|
153
|
|
|
$
|
108
|
|
Prepaid insurance
|
243
|
|
|
285
|
|
||
Other prepaid expenses
|
71
|
|
|
91
|
|
||
Other receivable due from R-Pharm
|
233
|
|
|
430
|
|
||
Escrow receivable due from Accuratus (Note 13)
|
—
|
|
|
500
|
|
||
Other current assets
|
41
|
|
|
38
|
|
||
Total prepaid expenses and other current assets
|
$
|
741
|
|
|
$
|
1,452
|
|
5.
|
Accrued Expense
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accrued research and development expenses
|
$
|
318
|
|
|
$
|
1,903
|
|
Accrued employee bonus compensation
|
730
|
|
|
776
|
|
||
Employee withholdings
|
22
|
|
|
42
|
|
||
Other accrued expenses
|
198
|
|
|
428
|
|
||
Total accrued expenses
|
$
|
1,268
|
|
|
$
|
3,149
|
|
6.
|
Borrowings
|
2017
|
$
|
—
|
|
2018
|
4,500
|
|
|
2019
|
6,000
|
|
|
2020
|
4,500
|
|
|
Total principal payments
|
15,000
|
|
|
Final fee due at maturity
|
750
|
|
|
Total principal and final fee payment
|
15,750
|
|
|
Unamortized discount and debt issuance costs
|
(1,498
|
)
|
|
Less current portion
|
—
|
|
|
Loan payable, long term
|
$
|
14,252
|
|
7.
|
Commitments and Contingencies
|
2017
|
$
|
307
|
|
2018
|
182
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
489
|
|
8.
|
Stockholders' Equity
|
|
Shares of
Common Stock |
|
Balance, December 31, 2014
|
8,512,103
|
|
Common stock issued through April 2015 Offering
|
5,376,622
|
|
Common stock issued through employee stock purchase plan
|
16,874
|
|
Balance, December 31, 2015
|
13,905,599
|
|
Common stock issued through Shelf Registration
|
10,696,456
|
|
Common stock issued through employee stock purchase plan
|
7,356
|
|
Balance, December 31, 2016
|
24,609,411
|
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
Outstanding stock options
|
1,819,444
|
|
|
1,379,727
|
|
Outstanding Series C-1 Preferred warrants
|
14,033
|
|
|
14,033
|
|
Warrants to purchase common stock associated with June 2016 Public Offering
|
4,218,750
|
|
|
—
|
|
Warrants to purchase common stock associated with Loan Agreement
|
122,435
|
|
|
—
|
|
For possible future issuance under 2014 Equity Incentive Plan (Note 10)
|
668,921
|
|
|
552,415
|
|
For possible future issuance under 2014 Employee Stock Purchase Plan (Note 10)
|
72,338
|
|
|
50,283
|
|
For possible future issuance under 2015 Inducement Plan (Note 10)
|
165,000
|
|
|
165,000
|
|
Total common shares reserved for future issuance
|
7,080,921
|
|
|
2,161,458
|
|
9.
|
Income Taxes
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Amount
|
|
Percent of Pretax Income
|
|
Amount
|
|
Percent of Pretax Income
|
|
Amount
|
|
Percent of Pretax Income
|
|||||||||
Income taxes from continuing operations at statutory rate
|
$
|
(10,196
|
)
|
|
34.0
|
%
|
|
$
|
(9,635
|
)
|
|
34.0
|
%
|
|
$
|
(2,301
|
)
|
|
34.0
|
%
|
State income taxes
|
(1,287
|
)
|
|
4.3
|
%
|
|
(196
|
)
|
|
0.7
|
%
|
|
(471
|
)
|
|
7.0
|
%
|
|||
Stock warrant derivative liability
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,427
|
)
|
|
50.6
|
%
|
|||
Stock-based compensation
|
215
|
|
|
(0.8
|
)%
|
|
15
|
|
|
(0.1
|
)%
|
|
268
|
|
|
(4.0
|
)%
|
|||
R&D tax credits
|
(955
|
)
|
|
3.2
|
%
|
|
(1,152
|
)
|
|
4.1
|
%
|
|
(320
|
)
|
|
4.7
|
%
|
|||
Loss on sale of discontinued operations, net of reduction in related valuation allowances
|
—
|
|
|
—
|
|
|
(1,458
|
)
|
|
5.1
|
%
|
|
—
|
|
|
—
|
|
|||
Warrants issuance
|
730
|
|
|
(2.4
|
)%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
|
719
|
|
|
(2.4
|
)%
|
|
(127
|
)
|
|
0.5
|
%
|
|
(190
|
)
|
|
2.8
|
%
|
|||
Increase in valuation allowance
|
10,774
|
|
|
(35.9
|
)%
|
|
12,553
|
|
|
(44.3
|
)%
|
|
5,275
|
|
|
(77.9
|
)%
|
|||
Total income tax benefit
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(1,166
|
)
|
|
17.2
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Current deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
215
|
|
|
$
|
783
|
|
Stock-based compensation
|
1,664
|
|
|
1,507
|
|
||
Other
|
39
|
|
|
19
|
|
||
|
1,918
|
|
|
2,309
|
|
||
Noncurrent deferred tax assets (liabilities);
|
|
|
|
||||
Net operating loss carryforwards
|
53,173
|
|
|
42,358
|
|
||
Research and development credits
|
4,185
|
|
|
3,836
|
|
||
|
57,358
|
|
|
46,194
|
|
||
Total deferred tax assets
|
59,276
|
|
|
48,503
|
|
||
Valuation allowances
|
(59,276
|
)
|
|
(48,503
|
)
|
||
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Unrecognized tax benefit—January 1
|
$
|
623
|
|
|
$
|
623
|
|
Additions for tax positions of current period
|
—
|
|
|
—
|
|
||
Additions for tax positions of prior periods
|
—
|
|
|
—
|
|
||
Other
|
—
|
|
|
—
|
|
||
Unrecognized tax benefit—December 31
|
$
|
623
|
|
|
$
|
623
|
|
10.
|
Stock-based Compensation
|
|
Employees
|
|
Non-employee Directors
|
||||||||
|
Years Ended December 31,
|
|
Years Ended December 31,
|
||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
Expected dividend yield
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Weighted average expected volatility
|
67.18%
|
|
64.42%
|
|
68.57%
|
|
67.61%
|
|
63.46%
|
|
64.10%
|
Weighted average risk-free interest rate
|
1.48%
|
|
1.60%
|
|
2.05%
|
|
1.41%
|
|
1.62%
|
|
1.75%
|
Weighted average expected term (in years)
|
6.08
|
|
6.07
|
|
6.04
|
|
5.30
|
|
5.32
|
|
5.30
|
Forfeiture rate
|
5.00%
|
|
5.00%
|
|
5.00%
|
|
5.00%
|
|
5.00%
|
|
5.00%
|
|
Number
of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Life (in years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding — January 1, 2015
|
615,322
|
|
|
$
|
9.55
|
|
|
9.48
|
|
$
|
265
|
|
Granted
|
880,116
|
|
|
8.17
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled
|
(115,711
|
)
|
|
9.05
|
|
|
|
|
|
|||
Outstanding — December 31, 2015
|
1,379,727
|
|
|
$
|
8.71
|
|
|
7.18
|
|
$
|
—
|
|
Exercisable — December 31, 2015
|
635,548
|
|
|
$
|
9.41
|
|
|
4.56
|
|
$
|
—
|
|
Vested or expected to vest — December 31, 2015
|
1,342,518
|
|
|
$
|
8.73
|
|
|
7.11
|
|
$
|
—
|
|
Outstanding — January 1, 2016
|
1,379,727
|
|
|
$
|
8.71
|
|
|
7.18
|
|
$
|
—
|
|
Granted
|
497,978
|
|
|
$
|
4.23
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Canceled
|
(58,261
|
)
|
|
$
|
7.47
|
|
|
|
|
|
||
Outstanding — December 31, 2016
|
1,819,444
|
|
|
$
|
7.52
|
|
|
6.98
|
|
$
|
32
|
|
Exercisable — December 31, 2016
|
1,022,515
|
|
|
$
|
8.59
|
|
|
5.51
|
|
$
|
15
|
|
Vested or expected to vest —December 31, 2016
|
1,779,597
|
|
|
$
|
7.55
|
|
|
6.94
|
|
$
|
31
|
|
•
|
As described in Note 12, Charles F. Osborne, Jr., the Company’s former chief financial officer, resigned from the Company effective June 30, 2015. The Company's compensation committee of the board of directors approved the following modifications to Mr. Osborne's outstanding options to purchase the Company's common stock: (i) accelerated vesting of all unvested stock options as of June 30, 2015, and (ii) an extension to the existing
90
-day post-employment option exercise period to
36
months. As of June 30, 2015, Mr. Osborne held outstanding options to purchase an aggregate of
74,490
shares of the Company's common stock at a weighted average exercise price of
$9.53
|
•
|
Yves J. Ribeill, Ph.D. resigned as President effective July 21, 2015. The Company and Dr. Ribeill entered into a Separation Agreement which included the following modifications to Dr. Ribeill's outstanding options to purchase the Company's common stock: (i) accelerated vesting of all unvested stock options as of July 21, 2015, and (ii) an extension to the existing
90
-day post-employment option exercise period to
48
months. As of July 23, 2015, Dr. Ribeill held
84,613
vested options and
183,268
unvested options to purchase shares of the Company’s common stock at a weighted average exercise price of
$9.61
and
$9.41
per share, respectively.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Research and development, net
|
|
$
|
299
|
|
|
$
|
300
|
|
|
$
|
394
|
|
Selling, general and administrative
|
|
911
|
|
|
2,515
|
|
|
648
|
|
|||
Discontinued operations
|
|
—
|
|
|
208
|
|
|
159
|
|
|||
Total stock-based compensation expense
|
|
$
|
1,210
|
|
|
$
|
3,023
|
|
|
$
|
1,201
|
|
11.
|
Fair Value Measurements
|
|
|
|
|
Fair Value Hierarchy Classification
|
|||||||||||
|
|
Balance
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
Significant Other Observable Inputs (Level 2)
|
|
Significant Unobservable Inputs (Level 3)
|
|||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|||||||
Cash on deposit
|
|
$
|
46,935
|
|
|
$
|
46,935
|
|
|
—
|
|
|
—
|
|
|
Money market funds
|
|
50
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|||
Total assets
|
|
$
|
46,985
|
|
|
$
|
46,985
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|||||||
Cash on deposit
|
|
$
|
9,767
|
|
|
$
|
9,767
|
|
|
—
|
|
|
—
|
|
|
Money market funds
|
|
25,889
|
|
|
25,889
|
|
|
|
|
|
|||||
Total assets
|
|
$
|
35,656
|
|
|
$
|
35,656
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Warrant liability
|
|
$
|
6,601
|
|
|
—
|
|
|
—
|
|
|
$
|
6,601
|
|
|
Total liabilities
|
|
$
|
6,601
|
|
|
—
|
|
|
—
|
|
|
$
|
6,601
|
|
|
Year Ended
|
||
|
December 31, 2016
|
||
Balance - January 1, 2016
|
$
|
—
|
|
Issuance of warrants
|
4,695
|
|
|
Loss adjustment to fair value
|
1,906
|
|
|
Balance - December 31, 2016
|
$
|
6,601
|
|
12.
|
Compensatory Plan Obligations
|
13.
|
Discontinued Operations
|
|
|
July 16, 2015
|
||
Net proceeds from sale of the Services Business
|
|
|
||
Net cash consideration received at closing
|
|
$
|
2,549
|
|
Consideration in escrow
|
|
500
|
|
|
Total consideration
|
|
3,049
|
|
|
Less: selling costs
|
|
764
|
|
|
Proceeds from sale, net of selling costs
|
|
$
|
2,285
|
|
|
|
|
||
Services Business assets and liabilities disposed of on July 16, 2015
|
|
|
||
Accounts and unbilled receivables, net
|
|
$
|
1,470
|
|
Prepaid expenses and other current assets
|
|
713
|
|
|
Property and equipment, net of accumulated depreciation
|
|
4,900
|
|
|
Other assets
|
|
59
|
|
|
Assets of Services Business, net
|
|
$
|
7,142
|
|
|
|
|
||
Accounts payable and accrued expenses
|
|
$
|
616
|
|
Deferred revenue
|
|
1,657
|
|
|
Deferred rent
|
|
1,161
|
|
|
Liabilities related to assets of the Services Business
|
|
$
|
3,434
|
|
|
|
|
||
Assets of the Services Business, net of liabilities
|
|
$
|
3,708
|
|
Less: Impairment charge recognized upon classification as held for sale
|
|
1,350
|
|
|
Less: Loss on disposal
|
|
73
|
|
|
Assets of the Services Business, net of liabilities and impairment charges
|
|
$
|
2,285
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Major line items constituting income of discontinued operations:
|
|
|
|
|
|
|
||||||
Total revenue
|
|
$
|
—
|
|
|
$
|
7,408
|
|
|
$
|
17,768
|
|
Cost of revenue
|
|
—
|
|
|
(7,296
|
)
|
|
(15,446
|
)
|
|||
Research and development
|
|
—
|
|
|
(860
|
)
|
|
—
|
|
|||
Selling, general, and administrative
|
|
—
|
|
|
—
|
|
|
48
|
|
|||
Gain on insurance recovery
|
|
—
|
|
|
—
|
|
|
165
|
|
|||
Severance and exit costs
|
|
—
|
|
|
(2,114
|
)
|
|
—
|
|
|||
Impairment charge from classification of assets as held for sale
|
|
—
|
|
|
(1,350
|
)
|
|
—
|
|
|||
Gain (loss) on disposal, net of associated transaction costs of $764
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|||
Income tax expense
|
|
—
|
|
|
—
|
|
|
(1,166
|
)
|
|||
Loss (income) from discontinued operations, net of income tax expense
|
|
$
|
—
|
|
|
$
|
(4,285
|
)
|
|
$
|
1,369
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation expense
|
$
|
—
|
|
|
$
|
391
|
|
|
$
|
1,132
|
|
Purchases of property and equipment
|
—
|
|
|
(547
|
)
|
|
(704
|
)
|
|||
Proceeds from insurance recovery
|
—
|
|
|
—
|
|
|
216
|
|
|||
Gain on insurance recovery
|
—
|
|
|
—
|
|
|
(165
|
)
|
|||
Stock-based compensation
|
—
|
|
|
208
|
|
|
159
|
|
|||
Changes in deferred rent
|
—
|
|
|
(133
|
)
|
|
(187
|
)
|
|||
Equipment purchases in accounts payable and accrued expenses
|
—
|
|
|
—
|
|
|
34
|
|
|||
Impairment of fixed asset
|
—
|
|
|
—
|
|
|
51
|
|
14.
|
Employee Benefit Plan
|
15.
|
Significant Agreements
|
16.
|
Quarterly Results of Operations (Unaudited)
|
|
Three Months Ended
|
|
|
||||||||||||||||
|
March 31, 2016
|
|
June 30, 2016
|
|
September 30, 2016
|
|
December 31, 2016
|
|
Total
|
||||||||||
Revenue
|
$
|
64
|
|
|
$
|
64
|
|
|
$
|
64
|
|
|
$
|
65
|
|
|
$
|
257
|
|
Loss from operations
|
(7,212
|
)
|
|
(8,268
|
)
|
|
(6,706
|
)
|
|
(5,631
|
)
|
|
(27,817
|
)
|
|||||
Net loss
|
(7,184
|
)
|
|
(8,128
|
)
|
|
(11,228
|
)
|
|
(3,449
|
)
|
|
(29,989
|
)
|
|||||
Net loss per share - basic and diluted
|
$
|
(0.52
|
)
|
|
$
|
(0.56
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(1.58
|
)
|
|
Three Months Ended
|
|
|
||||||||||||||||
|
March 31, 2015
|
|
June 30, 2015
|
|
September 30, 2015
|
|
December 31, 2015
|
|
Total
|
||||||||||
Revenue
|
$
|
65
|
|
|
$
|
64
|
|
|
$
|
64
|
|
|
$
|
64
|
|
|
$
|
257
|
|
Operating loss
|
(5,932
|
)
|
|
(6,493
|
)
|
|
(7,537
|
)
|
|
(8,387
|
)
|
|
(28,349
|
)
|
|||||
Net loss
|
(6,384
|
)
|
|
(9,497
|
)
|
|
(8,355
|
)
|
|
(8,387
|
)
|
|
(32,623
|
)
|
|||||
Net loss per share - basic and diluted
|
$
|
(0.75
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.55
|
)
|
|
$
|
(2.68
|
)
|
17.
|
Subsequent Events
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
1.
|
List of Financial Statements
|
2.
|
List of Financial Statement Schedules
|
3.
|
List of Exhibits
|
ITEM 16.
|
FORM 10-K SUMMARY
|
SCYNEXIS, INC.
|
||
|
|
|
By:
|
|
/s/ Marco Taglietti M.D.
|
|
|
Marco Taglietti, M.D.
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Date:
|
|
March 13, 2017
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Marco Taglietti M.D.
|
|
Chief Executive Officer
|
|
March 13, 2017
|
Marco Taglietti M.D.
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Eric Francois
|
|
Chief Financial Officer
|
|
March 13, 2017
|
Eric Francois
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Guy Macdonald
|
|
Director
|
|
March 13, 2017
|
Guy Macdonald
|
|
|
|
|
|
|
|
|
|
/s/ Patrick Machado
|
|
Director
|
|
March 13, 2017
|
Patrick Machado
|
|
|
|
|
|
|
|
|
|
/s/ David Hastings
|
|
Director
|
|
March 13, 2017
|
David Hastings
|
|
|
|
|
|
|
|
|
|
/s/ Steven C. Gilman, Ph.D.
|
|
Director
|
|
March 13, 2017
|
Steven C. Gilman, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ Ann F. Hanham, Ph.D.
|
|
Director
|
|
March 13, 2017
|
Ann F. Hanham, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ Patrick J. Langlois, Ph.D.
|
|
Director
|
|
March 13, 2017
|
Patrick J. Langlois, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ Marion McCourt
|
|
Director
|
|
March 13, 2017
|
Marion McCourt
|
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
2.1
|
|
Asset Purchase Agreement, dated July 17, 2015, between SCYNEXIS, Inc. and Accuratus Lab Services, Inc. (Filed with the SEC as Exhibit 10.1 to our current report on Form 8-K, filed with the SEC on July 23, 2015, SEC File No. 001-36365, and incorporated by reference here).
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation. (Filed with the SEC as Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on May 12, 2014, SEC File No. 001-36365, and incorporated by reference here).
|
|
|
|
3.3
|
|
Amended and Restated Bylaws, as amended and as currently in effect. (Filed with the SEC as Exhibit 3.4 to our Registration Statement on Form S-1, filed with the SEC on February 27, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
4.1
|
|
Reference is made to Exhibits 3.1 and 3.2.
|
|
|
|
4.2
|
|
Fifth Amended and Restated Investor Rights Agreement, dated December 11, 2013 (Filed with the SEC as Exhibit 10.21 to our Registration Statement on Form S-1, filed with the SEC on February 27, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.1
|
|
Form of Indemnity Agreement between the Registrant and its directors and officers. (Filed with the SEC as Exhibit 10.1 to our Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on March 19, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.2*
|
|
SCYNEXIS, Inc. Stock Option Plan, as amended, and Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Stock Option Exercise. (Filed with the SEC as Annex B to our Proxy Statement on Schedule 14A, filed with the SEC on August 1, 2014, SEC File No. 001-36365, and incorporated by reference here).
|
|
|
|
10.3*
|
|
SCYNEXIS, Inc. 2009 Stock Option Plan, as amended, and Forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Stock Option Exercise. (Filed with the SEC as Exhibit 10.3 to our Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on March 19, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.4*
|
|
SCYNEXIS, Inc. 2014 Equity Incentive Plan, as amended, (Filed with the SEC as Annex A to our proxy statement on Schedule 14A, filed with the SEC on April 22, 2015, SEC File No. 001-36365, and incorporated by reference here).
|
|
|
|
10.5*
|
|
SCYNEXIS, Inc. 2014 Employee Stock Purchase Plan. (Filed with the SEC as Exhibit 99.4 to our Registration Statement on Form 8, filed with the SEC on May 16, 2014, SEC File No. 333-196007, and incorporated by reference here).
|
|
|
|
10.6*
|
|
Compensation Arrangement with Non-Employee Directors. (Filed with the SEC as Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed with the SEC on November 7, 2016, SEC File No. 001-36365, and incorporated by reference here).
|
|
|
|
10.7*
|
|
Amended and Restated Employment Agreement, dated December 7, 2012, between SCYNEXIS, Inc. and Charles F. Osborne, Jr. (Filed with the SEC as Exhibit 10.7 to our Registration Statement on Form S-1, filed with the SEC on February 27, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.8*
|
|
Form of Stock Option Agreement and Form of Stock Option Grant Notice under the SCYNEXIS, Inc. 2014 Equity Incentive Plan (Filed with the SEC as Exhibit 99.3 to our Registration Statement on Form S-8, filed with the SEC on May 16, 2014, SEC File No. 333-196007, and incorporated by reference here).
|
|
|
|
10.9*
|
|
Amended and Restated Employment Agreement, dated December 7, 2012, between SCYNEXIS, Inc. and Yves J. Ribeill. (Filed with the SEC as Exhibit 10.9 to our Registration Statement on Form S-1, filed with the SEC on February 27, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.10#
|
|
Development, License and Supply Agreement, dated August 1, 2013, between SCYNEXIS, Inc. and R-Pharm, CJSC. (Filed with the SEC as Exhibit 10.10 to our Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on March 19, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.11#
|
|
License Agreement, dated August 7, 2012, as amended, between SCYNEXIS, Inc. and Dechra Ltd. (Filed with the SEC as Exhibit 10.11 to our Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on March 19, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.12#
|
|
Termination and License Agreement, dated May 24, 2013, between SCYNEXIS. Inc. and Merck Sharp & Dohme Corp. (Filed with the SEC as Exhibit 10.12 to our Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on March 19, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.13#
|
|
Agreement for the Assignment of Patents and Know How concerning Cyclosporin Derivatives, dated June 10, 2005, between SCYNEXIS, Inc. and C-CHEM AG. (Filed with the SEC as Exhibit 10.13 to our Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on March 19, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.14*
|
|
Release and Settlement Agreement, dated June 30, 2015, between SCYNEXIS, Inc. and Charles F. Osborne, Jr. (Filed with the SEC as Exhibit 10.4 to our Quarterly Report on Form 10-Q, filed with the SEC on August 19, 2015, SEC File No. 001-36365, and incorporated by reference here).
|
|
|
|
10.15#
|
|
Exclusive Worldwide License Agreement, dated May 10, 2005, between SCYNEXIS, Inc. and Aventis Pharma S.A. (Filed with the SEC as Exhibit 10.15 to our Amendment No. 1 to Registration Statement on Form S-1, filed with the SEC on March 19, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.16
|
|
Amendment No. 1 to Exclusive Worldwide License Agreement, dated October 26, 2006, between SCYNEXIS, Inc. and Aventis Pharma S.A. (Filed with the SEC as Exhibit 10.16 to our Registration Statement on Form S-1, filed with the SEC on February 27, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.17*
|
|
Release and Settlement Agreement, dated July 21, 2015, between SCYNEXIS, Inc. and Yves J. Ribeill, Ph.D. (Filed with the SEC as Exhibit 10.3 to our current report on Form 8-K, filed with the SEC on July 23, 2015, SEC File No. 001-36365, and incorporated by reference here).
|
|
|
|
10.18*
|
|
SCYNEXIS, Inc. 2015 Inducement Award Plan and Form of Stock Option Grant Notice and Stock Option Agreement. (Filed with the SEC as Exhibit 10.34 to our Registration Statement on Form S-1, filed with the SEC on April 9, 2015, SEC File No. 333-203314, and incorporated by reference here).
|
|
|
|
10.19*
|
|
Employment Agreement, effective November 1, 2015, between SCYNEXIS, Inc. and Eric Francois. (Filed with the SEC as Exhibit 99.1 to our current report on Form 8-K, filed with the SEC on November 2, 2015, SEC File No. 001-36365, and incorporated by reference here, and incorporated by reference here).
|
|
|
|
10.20*
|
|
Engagement Letter, dated July 7, 2015, between CMF Associates, LLC, and SCYNEXIS, Inc. (Filed with the SEC as Exhibit 10.6 to our Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2015, SEC File No. 001-36365, and incorporated by reference here, and incorporated by reference here).
|
|
|
|
10.21
|
|
Sublease Agreement, dated July 13, 2015, and effective July 22, 2015, between the Company and Optimer Pharmaceuticals, Inc. (Filed with the SEC as Exhibit 10.2 to our current report on Form 8-K, filed with the SEC on July 23, 2015, SEC File No. 001-36365, and incorporated by reference here).
|
|
|
|
10.22#
|
|
Commitment to Services Agreement, dated July 17, 2015, between SCYNEXIS, Inc. and Accuratus Lab Services, Inc. (Filed with the SEC as Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed with the SEC on November 13, 2015, SEC File No. 001-36365, and incorporated by reference here).
|
|
|
|
10.23*
|
|
Employment Agreement, dated January 2014, between SCYNEXIS, Inc. and Carole A. Sable. (Filed with the SEC as Exhibit 10.24 to our Registration Statement on Form S-1, filed with the SEC on February 27, 2014, SEC File No. 333-194192, and incorporated by reference here, and incorporated by reference here).
|
|
|
|
10.24*
|
|
Employment Agreement, effective June 1, 2015, between SCYNEXIS, Inc. and David Angulo, and incorporated by reference here.
|
|
|
|
10.25*
|
|
Employment Agreement, dated February 5, 2015, between SCYNEXIS, Inc. and Dr. Marco Taglietti. (Filed with the SEC as Exhibit 10.27 to our Annual Report on Form 10-K, filed with the SEC on March 30, 2015, SEC File No. 001-36365, and incorporated by reference here).
|
|
|
|
10.26
|
|
Patent Assignment, dated January 28, 2014, between SCYNEXIS, Inc. and Merck Sharpe & Dohme Corp. (Filed with the SEC as Exhibit 10.28 to our Registration Statement on Form S-1, filed with the SEC on February 27, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.27
|
|
Addendums to Reimbursement Agreement, dated April 9, 2010, March 17, 2014 and April 29, 2014, between SCYNEXIS, Inc. and Sanofi. (Filed with the SEC as Exhibit 10.31 to our Amendment No. 3 to Registration Statement on Form S-1, filed with the SEC on April 30, 2014, SEC File No. 333-194192, and incorporated by reference here).
|
|
|
|
10.28#
|
|
Exclusive License Agreement, dated October 29, 2014, between SCYNEXIS, Inc. and Waterstone Pharmaceutical (HK Limited). (Filed with the SEC as Exhibit 10.32 to our Annual Report on Form 10-K, filed with the SEC on March 30 2015, SEC File No. 001-36365, and incorporated by reference here).
|
|
|
|
a.
|
Scynexis is seeking to initiate (i) a dose ranging trial identified as SCY-078-302 and entitled “A Multicenter, Randomized, Double-blind Phase II-III Study Comparing SCY-078 [Intravenous followed by Oral] to Standard-of-Care [Intravenous followed by Oral] for Candidemia and Invasive Candidiasis Using an Adaptive Design Approach”
(the “
IC Phase 2/3 Trial
”) and (ii) a trial identified as SCY-078-301 and entitled “
Open-Label Study to Evaluate the Efficacy and Safety of SCY-078 in Patients with Invasive Fungal Infections that are Refractory to or Intolerant of Standard Antifungal Treatment (FURII)” (the “
rIFI Trial
”)
.
|
b.
|
The IC Phase 2/3 Trial is an adaptive design trial that is intended to commence as a Phase II Clinical Trial that can convert to a Phase III Clinical Trial.
|
c.
|
The rIFI Trial, depending on results and data obtained, may, with the agreement of the FDA to accept the data, satisfy the requirements of a registration trial.
|
(i)
|
The IC Phase 2/3 Trial shall not be considered a Phase III Clinical Trial for purposes of Section 5.1(b) and it shall not considered to be Initiated for purposes of Section 5.1(b) until such time as the occurrence of both (a) the final dose of SCY-078 has been identified; and (b) the first patient in the single SCY-078 arm is dosed.
|
(ii)
|
The rIFI Trial shall not be considered a Phase III Clinical Trial for purposes of Section 5.1(b) until such time as the FDA agrees in writing to accept data from the rIFI Trial as sufficient for registration and preparation of an NDA submission;
provided, however,
that upon such FDA acceptance the rIFI Trial shall be considered to be Initiated.
|
Executive Officer
|
|
Title
|
|
Bonus
|
Marco Taglietti, M.D.
|
|
Chief Executive Officer
|
|
$210,100
|
David Angulo, M.D.
|
|
Chief Medical Officer
|
|
$136,600
|
Eric Francois
|
|
Chief Financial Officer
|
|
$113,000
|
Executive Officer
|
|
Title
|
|
2017 Salary
|
Marco Taglietti, M.D.
|
|
Chief Executive Officer
|
|
$510,000
|
David Angulo, M.D.
|
|
Chief Medical Officer
|
|
$413,800
|
Eric Francois
|
|
Chief Financial Officer
|
|
$360,500
|
Executive Officer
|
|
Title
|
|
Shares subject to Option
|
Marco Taglietti, M.D.
|
|
Chief Executive Officer
|
|
360,000
|
David Angulo, M.D.
|
|
Chief Medical Officer
|
|
140,000
|
Eric Francois
|
|
Chief Financial Officer
|
|
100,000
|
1.
|
Initial Term.
Section 4.1 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
2.
|
Effect of Amendment.
Except as expressly modified by this Amendment, all other terms and conditions set forth in the Agreement shall remain unchanged and in full force and effect. This Amendment is made pursuant to Section 10.4 of the Agreement.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of deferred financing costs and debt discount (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
755
|
|
|
$
|
3,485
|
|
|
$
|
2,918
|
|
Loss on extinguishment of debt (2)
|
|
—
|
|
|
—
|
|
|
1,389
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense for beneficial conversion feature (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,802
|
|
|
—
|
|
|||||
Interest expense — related party (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
892
|
|
|
747
|
|
|||||
Interest expense (5)
|
|
—
|
|
|
—
|
|
|
48
|
|
|
192
|
|
|
225
|
|
|||||
Interest component of rental expense (6)
|
|
10
|
|
|
200
|
|
|
404
|
|
|
463
|
|
|
516
|
|
|||||
Interest expense (10)
|
|
450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total fixed charges
|
|
$
|
460
|
|
|
$
|
200
|
|
|
$
|
2,596
|
|
|
$
|
15,834
|
|
|
$
|
4,406
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations before taxes
|
|
$
|
(15,312
|
)
|
|
$
|
(28,338
|
)
|
|
$
|
(6,769
|
)
|
|
$
|
(31,906
|
)
|
|
$
|
(17,362
|
)
|
Fixed charges
|
|
460
|
|
|
200
|
|
|
2,596
|
|
|
15,834
|
|
|
4,406
|
|
|||||
Earnings
|
|
$
|
(14,852
|
)
|
|
$
|
(28,138
|
)
|
|
$
|
(4,173
|
)
|
|
$
|
(16,072
|
)
|
|
$
|
(12,956
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deficiency of earnings available to cover fixed charges
|
|
$
|
(15,312
|
)
|
|
$
|
(28,338
|
)
|
|
$
|
(6,769
|
)
|
|
$
|
(31,906
|
)
|
|
$
|
(17,362
|
)
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of deferred financing costs and debt discount (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
755
|
|
|
$
|
3,485
|
|
|
$
|
2,918
|
|
Loss on extinguishment of debt (2)
|
|
—
|
|
|
—
|
|
|
1,389
|
|
|
—
|
|
|
—
|
|
|||||
Interest expense for beneficial conversion feature (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,802
|
|
|
—
|
|
|||||
Interest expense — related party (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
892
|
|
|
747
|
|
|||||
Interest expense (5)
|
|
—
|
|
|
—
|
|
|
48
|
|
|
192
|
|
|
225
|
|
|||||
Interest component of rental expense (6)
|
|
10
|
|
|
200
|
|
|
404
|
|
|
463
|
|
|
516
|
|
|||||
Deemed dividend for beneficial conversion feature on Series D-2 preferred stock (7)
|
|
—
|
|
|
—
|
|
|
909
|
|
|
4,232
|
|
|
—
|
|
|||||
Deemed dividend for antidilution adjustments to convertible preferred stock (8)
|
|
—
|
|
|
—
|
|
|
214
|
|
|
6,402
|
|
|
—
|
|
|||||
Accretion of convertible preferred stock (9)
|
|
—
|
|
|
—
|
|
|
510
|
|
|
5,714
|
|
|
—
|
|
|||||
Interest expense (10)
|
|
450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total fixed charges
|
|
$
|
460
|
|
|
$
|
200
|
|
|
$
|
4,229
|
|
|
$
|
32,182
|
|
|
$
|
4,406
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations before taxes
|
|
$
|
(15,312
|
)
|
|
$
|
(28,338
|
)
|
|
$
|
(6,769
|
)
|
|
$
|
(31,906
|
)
|
|
$
|
(17,362
|
)
|
Fixed charges
|
|
460
|
|
|
200
|
|
|
4,229
|
|
|
32,182
|
|
|
4,406
|
|
|||||
Earnings
|
|
$
|
(14,852
|
)
|
|
$
|
(28,138
|
)
|
|
$
|
(2,540
|
)
|
|
$
|
276
|
|
|
$
|
(12,956
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
—
|
|
|||||
Deficiency of earnings available to cover fixed charges
|
|
(15,312
|
)
|
|
$
|
(28,338
|
)
|
|
$
|
(6,769
|
)
|
|
$
|
—
|
|
|
$
|
(17,362
|
)
|
1.
|
In April 2010, we entered into a $15.0 million credit facility agreement with HSBC Bank USA, National Association, or HSBC, which we refer to as the 2010 Credit Agreement. This 2010 Credit Agreement was guaranteed by a related party. We concluded that the guarantee represented a deemed contribution and recognized the value of the guarantee as deferred financing costs. The value of the guarantee was determined based on the difference between the 2010 Credit Agreement’s stated interest rate and the interest rate that would apply if there had been no guarantee from the related party. The value was determined to be $6.3 million at the time the 2010 Credit Agreement was established and was amortized over the life of the 2010 Credit Agreement. On March 8, 2013, the 2010 Credit Agreement and related party guarantee were extended through 2014, under an amendment referred to as the 2013 Credit Agreement. At the time of the extension, we concluded that the value of the new guarantee was $3.9 million. This amount was recorded as deferred financing costs and was being amortized through the year 2014.
|
2.
|
Upon completion of our IPO on May 7, 2014, the entire outstanding balance of the 2013 Credit Agreement, amounting to $15.0 million plus accrued interest, was paid in full using the proceeds from the IPO. We recorded a loss on the extinguishment of debt of $1.4 million in the three month period ended June 30,
|
3.
|
From December 2011 through June 2013, we issued convertible promissory notes totaling $12.3 million to related parties. These notes accrued interest at a rate of 8% per year. The purchasers of the convertible notes also received warrants to purchase common stock. The promissory notes, and accrued interest, were converted into preferred stock in December 2013. In connection with the conversion, the original conversion price on the promissory notes was reduced from $4.3125 to $1.40, and as a result, we recorded additional interest expense of $10.8 million in December 2013 as a result of the beneficial conversion for the antidilution adjustment on the Series D-1 convertible preferred stock and the Series D-2 convertible preferred stock. The warrant fair values were accounted for as a debt discount and amortized over the stated term of the convertibles notes. We concluded that the warrants qualified as a derivative liability and the fair value of the warrants should be adjusted at each reporting period. The amortization of the debt discount was recorded in amortization of deferred financing costs and debt discount and the change in the derivative liability was recorded in derivative fair value adjustment.
|
4.
|
Interest on related party convertible debt, as described above in footnote 3.
|
5.
|
Interest on outstanding balances under our 2010 Credit Agreement and 2013 Credit Agreement, as described above in footnote 1.
|
6.
|
The interest component of rental expense relates to our primary facility leases over the periods presented, including our facility lease in Durham, North Carolina during 2012, 2013, 2014, a portion of 2015 (until July 2015, when the Durham facility lease was assumed by Accuratus Laboratory Services, Inc.), and our facility lease in Jersey City, New Jersey during a portion of 2015 (since the lease inception in August 2015) and the year ended December 31, 2016.
|
7.
|
In December, 2013, we sold shares of Series D-2 Convertible Preferred Stock and determined that the sale resulted in a beneficial conversion feature with an intrinsic value of $4,232, which we recorded as a reduction to additional paid-in capital upon the sale of the Series D-2 Preferred. In January, 2014, we sold additional shares of Series D-2 Preferred and determined that the sale of the Series D-2 Preferred resulted in a beneficial conversion feature with an intrinsic value of $909.
|
8.
|
In conjunction with the sale of Series D-2 Convertible Preferred Stock in December 2013, we recorded a deemed dividend as a reduction to additional paid-in capital of $6,402 as a result of the beneficial conversion for the antidilution adjustment on the outstanding shares of Series B Preferred, Series C Preferred, and Series C-2 Preferred. In conjunction with the sale of additional Series D-2 Preferred in January 2014, we recorded another deemed dividend as a reduction to additional paid-in capital of $214 as a result of the beneficial conversion for the antidilution adjustment on the outstanding shares of Series B Preferred, Series C Preferred, and Series C-2 Preferred.
|
9.
|
Relates to the accretion to liquidation value of each convertible preferred stock issuance.
|
10.
|
Interest on outstanding balance under our loan and security agreement with Solar Capital Ltd.
|
|
/s/ Marco Taglietti M.D.
|
Marco Taglietti M.D.
Chief Executive Officer
|
|
/s/ Eric Francois
|
Eric Francois
Chief Financial Officer
|
1.
|
The Company’s Annual Report on Form 10-K for the period ended
December 31, 2016
(the “Annual Report”), to which this Certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and
|
2.
|
The information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
|
/s/ Marco Taglietti M.D.
|
|
|
|
/s/ Eric Francois
|
Marco Taglietti M.D.
Chief Executive Officer
|
|
|
|
Eric Francois
Chief Financial Officer
|