x
|
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
|
|
47-3116175
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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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184 Liberty Corner Road, Suite 302
Warren, New Jersey
|
|
07059
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
|
|
Name of each exchange on which registered
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|
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Common Stock, $0.01 par value per share
|
|
The Nasdaq Global Market
|
|
Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller
reporting company)
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Smaller reporting company
x
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Emerging growth company
x
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|
Page
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Consolidated Statement of Changes in Stockholders’/Members' Equity (Deficiency in Assets) for the years ended December 31, 2017, 2016 and 2015
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|
/s/ KPMG LLP
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|
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We have served as the Company's auditor since 2013.
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Short Hills, New Jersey
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March 15, 2018
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December 31, 2017
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December 31, 2016
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||||
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||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
28,823
|
|
|
$
|
14,202
|
|
Restricted cash
|
402
|
|
|
401
|
|
||
Marketable securities
|
2,996
|
|
|
5,571
|
|
||
Prepaid expenses and other current assets
|
3,359
|
|
|
6,331
|
|
||
Total current assets
|
35,580
|
|
|
26,505
|
|
||
Restricted cash, non-current
|
150
|
|
|
307
|
|
||
Other non-current assets
|
54
|
|
|
1,491
|
|
||
Property and equipment, net
|
1,026
|
|
|
1,399
|
|
||
Total assets
|
$
|
36,810
|
|
|
$
|
29,702
|
|
Liabilities and Stockholders' Equity (Deficiency in Assets)
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
3,853
|
|
|
$
|
2,807
|
|
Accrued research and development
|
1,785
|
|
|
2,573
|
|
||
Accrued expenses
|
1,441
|
|
|
1,115
|
|
||
Total current liabilities
|
7,079
|
|
|
6,495
|
|
||
Common stock warrant liability
|
32,325
|
|
|
5,215
|
|
||
Total liabilities
|
39,404
|
|
|
11,710
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders' equity (Deficiency in assets):
|
|
|
|
|
|
||
Common stock, $0.01 par value per share; 125,000,000 shares authorized, 56,899,353 shares issued and outstanding at December 31, 2017, 31,702,624 shares issued and outstanding at December 31, 2016, 289,269 shares paid for and to be issued at December 31, 2017
|
569
|
|
|
317
|
|
||
Preferred stock, $0.01 par value per share; 5,000,000 shares authorized, zero shares issued and outstanding at December 31, 2017 and 2016
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
176,151
|
|
|
142,167
|
|
||
Accumulated other comprehensive loss
|
(4
|
)
|
|
—
|
|
||
Accumulated deficit
|
(179,310
|
)
|
|
(124,492
|
)
|
||
Total stockholders' equity (deficiency in assets)
|
(2,594
|
)
|
|
17,992
|
|
||
|
|
|
|
||||
Total liabilities and stockholders' equity (deficiency in assets)
|
$
|
36,810
|
|
|
$
|
29,702
|
|
|
Year Ended
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Research and development
|
$
|
17,854
|
|
|
$
|
16,650
|
|
|
$
|
33,365
|
|
General and administrative
|
6,745
|
|
|
7,107
|
|
|
14,870
|
|
|||
Total operating expenses
|
24,599
|
|
|
23,757
|
|
|
48,235
|
|
|||
Other operating income
|
—
|
|
|
—
|
|
|
1,667
|
|
|||
Loss from operations
|
(24,599
|
)
|
|
(23,757
|
)
|
|
(46,568
|
)
|
|||
Change in fair value of common stock warrant liability
|
(30,403
|
)
|
|
(590
|
)
|
|
—
|
|
|||
Interest and other income, net
|
184
|
|
|
95
|
|
|
109
|
|
|||
Pre-tax loss
|
(54,818
|
)
|
|
(24,252
|
)
|
|
(46,459
|
)
|
|||
Income tax benefit
|
—
|
|
|
(438
|
)
|
|
—
|
|
|||
Net loss
|
$
|
(54,818
|
)
|
|
$
|
(23,814
|
)
|
|
$
|
(46,459
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
38,950,937
|
|
|
15,057,627
|
|
|
12,267,693
|
|
|||
|
|
|
|
|
|
||||||
Net loss per share:
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
$
|
(1.41
|
)
|
|
$
|
(1.58
|
)
|
|
(3.79
|
)
|
|
Year Ended
December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net loss
|
$
|
(54,818
|
)
|
|
$
|
(23,814
|
)
|
|
$
|
(46,459
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|||
Unrealized gains (losses) on available-for-sale marketable securities
|
$
|
(4
|
)
|
|
$
|
19
|
|
|
$
|
(19
|
)
|
Total other comprehensive income (loss)
|
$
|
(4
|
)
|
|
$
|
19
|
|
|
$
|
(19
|
)
|
Comprehensive loss
|
$
|
(54,822
|
)
|
|
$
|
(23,795
|
)
|
|
$
|
(46,478
|
)
|
|
Membership Units
|
|
Common Stock
|
|
Additional Paid in Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total Stockholders'/Members' Equity (Deficiency in Assets)
|
||||||||||||||||||
|
Units
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2014
|
7,905,325
|
|
|
$
|
77,156
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(54,219
|
)
|
|
$
|
22,937
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,459
|
)
|
|
(46,459
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
||||||
Sale of membership units
|
67
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Conversion of membership units into common stock in connection with conversion of LLC into a C-Corp.
|
(7,905,392
|
)
|
|
(77,157
|
)
|
|
7,905,392
|
|
|
79
|
|
|
77,078
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Sale of common stock in initial public offering ($12.00 per share), net of offering expenses of $8,085
|
—
|
|
|
—
|
|
|
5,000,000
|
|
|
50
|
|
|
51,865
|
|
|
—
|
|
|
—
|
|
|
51,915
|
|
||||||
Common stock issued to Global Corporate Finance
|
—
|
|
|
—
|
|
|
8,000
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
||||||
Exercise of options
|
—
|
|
|
—
|
|
|
126,499
|
|
|
1
|
|
|
185
|
|
|
—
|
|
|
—
|
|
|
186
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
90,909
|
|
|
1
|
|
|
1,750
|
|
|
—
|
|
|
—
|
|
|
1,751
|
|
||||||
Balance at December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
13,130,800
|
|
|
$
|
131
|
|
|
$
|
130,902
|
|
|
$
|
(19
|
)
|
|
$
|
(100,678
|
)
|
|
$
|
30,336
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,814
|
)
|
|
(23,814
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
19
|
|
||||||
Sale of common stock in ATM offering, net of offering expenses of $134
|
—
|
|
|
—
|
|
|
1,025,793
|
|
|
10
|
|
|
2,099
|
|
|
—
|
|
|
—
|
|
|
2,109
|
|
||||||
Sale of common stock in Secondary Offering, net of offering expenses of $662
|
—
|
|
|
—
|
|
|
17,142,858
|
|
|
172
|
|
|
6,540
|
|
|
—
|
|
|
—
|
|
|
6,712
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
403,173
|
|
|
4
|
|
|
2,626
|
|
|
—
|
|
|
—
|
|
|
2,630
|
|
||||||
Balance at December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
31,702,624
|
|
|
$
|
317
|
|
|
$
|
142,167
|
|
|
$
|
—
|
|
|
$
|
(124,492
|
)
|
|
$
|
17,992
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,818
|
)
|
|
(54,818
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
Sale of common stock and warrants in PIPE Offering, net of offering expenses of $677
|
—
|
|
|
—
|
|
|
19,449,834
|
|
|
194
|
|
|
22,565
|
|
|
—
|
|
|
—
|
|
|
22,759
|
|
||||||
Sale of common stock in Direct Offering, net of offering expenses of $187
|
—
|
|
|
—
|
|
|
2,000,000
|
|
|
20
|
|
|
1,675
|
|
|
—
|
|
|
—
|
|
|
1,695
|
|
||||||
Warrant exercises - shares do not include 289,269 shares paid for but not issued at December 31, 2017
|
—
|
|
|
—
|
|
|
2,872,585
|
|
|
29
|
|
|
6,912
|
|
|
—
|
|
|
—
|
|
|
6,941
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
874,310
|
|
|
9
|
|
|
2,832
|
|
|
—
|
|
|
—
|
|
|
2,841
|
|
||||||
Balance at December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
56,899,353
|
|
|
$
|
569
|
|
|
$
|
176,151
|
|
|
$
|
(4
|
)
|
|
$
|
(179,310
|
)
|
|
$
|
(2,594
|
)
|
|
Year Ended December,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(54,818
|
)
|
|
$
|
(23,814
|
)
|
|
$
|
(46,459
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
373
|
|
|
400
|
|
|
377
|
|
|||
Stock-based compensation
|
2,841
|
|
|
2,758
|
|
|
1,751
|
|
|||
Change in fair value of common stock warrant liability
|
30,403
|
|
|
590
|
|
|
—
|
|
|||
Accretion and amortization of discounts and premiums on marketable securities, net
|
(6
|
)
|
|
34
|
|
|
45
|
|
|||
Issuance costs attributable to common stock warrant liability
|
111
|
|
|
415
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
2,972
|
|
|
(946
|
)
|
|
(3,783
|
)
|
|||
Restricted cash held for Ikaria, Inc.
|
—
|
|
|
—
|
|
|
10,812
|
|
|||
Restricted cash held as security deposit
|
156
|
|
|
(251
|
)
|
|
(457
|
)
|
|||
Other non-current assets
|
1,437
|
|
|
5,210
|
|
|
(6,701
|
)
|
|||
Accounts payable, accrued research and development, accrued expenses and other liabilities
|
791
|
|
|
(1,860
|
)
|
|
(1,849
|
)
|
|||
Net cash used in operating activities
|
(15,740
|
)
|
|
(17,464
|
)
|
|
(46,264
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
—
|
|
|
(22
|
)
|
|
(458
|
)
|
|||
Purchase of marketable securities
|
(5,981
|
)
|
|
—
|
|
|
(22,757
|
)
|
|||
Proceeds from sale of marketable securities
|
8,558
|
|
|
12,221
|
|
|
4,910
|
|
|||
Net cash provided by (used in) investing activities
|
2,577
|
|
|
12,199
|
|
|
(18,305
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from sale of membership units
|
—
|
|
|
—
|
|
|
1
|
|
|||
Proceeds received from exercise of options
|
—
|
|
|
—
|
|
|
186
|
|
|||
Proceeds received from exercise of warrants
|
2,299
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of common stock in ATM Offering, net of commissions and offering expenses
|
—
|
|
|
2,144
|
|
|
—
|
|
|||
Proceeds from exercise of warrants pending issuance of common shares
|
231
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Units in Secondary Offering, net of commissions and offering expenses
|
(235
|
)
|
|
11,191
|
|
|
—
|
|
|||
Proceeds from sale of Units in PIPE Offering, net of offering expenses
|
22,759
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of Units in Direct Offering, net of commissions and offering expenses
|
2,730
|
|
|
—
|
|
|
—
|
|
|||
Tax withholding payments for stock compensation
|
—
|
|
|
(128
|
)
|
|
—
|
|
|||
Cash proceeds from issuance of common stock from initial public offering, net of issuance costs
|
—
|
|
|
—
|
|
|
53,827
|
|
|||
Net cash provided by financing activities
|
27,784
|
|
|
13,207
|
|
|
54,014
|
|
|||
Net change in cash and cash equivalents
|
14,621
|
|
|
7,942
|
|
|
(10,555
|
)
|
|||
Cash and cash equivalents at beginning of year
|
14,202
|
|
|
6,260
|
|
|
16,815
|
|
|||
Cash and cash equivalents at end of year
|
$
|
28,823
|
|
|
$
|
14,202
|
|
|
$
|
6,260
|
|
Non-cash investing activities:
|
|
|
|
|
|
||||||
Change in unrealized holding gains on marketable securities, net
|
$
|
(4
|
)
|
|
$
|
19
|
|
|
$
|
(19
|
)
|
Non-cash financing activities:
|
|
|
|
|
|
||||||
Conversion of warrant liability to common stock upon exercise of warrants
|
$
|
4,411
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Unpaid expenses related to offerings
|
$
|
28
|
|
|
$
|
304
|
|
|
$
|
—
|
|
•
|
The risk that the Company will not achieve success in its research and development efforts, including clinical trials conducted by it or its potential collaborative partners.
|
•
|
The expectation that the Company will experience operating losses for the next several years.
|
•
|
Decisions by regulatory authorities regarding whether and when to approve the Company’s regulatory applications as well as their decisions regarding labeling and other matters which could affect the commercial potential of the Company’s products or product candidates.
|
•
|
The risk that the Company will fail to obtain adequate financing to meet its future operational and capital needs.
|
•
|
The risk that the Company will be unable to obtain additional funds on a timely basis and hence there will be substantial doubt about its ability to continue as a going concern.
|
•
|
The risk that key personnel will leave the Company and/or that the Company will be unable to recruit and retain senior level officers to manage its business.
|
(a)
|
Basis of Presentation
|
(b)
|
Cash and Cash Equivalents
|
(c)
|
Stock-Based Compensation
|
(d)
|
Common Stock Warrant Liability
|
(e)
|
Income Taxes
|
(f)
|
Marketable Securities
|
(g)
|
Research and Development Expense
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
Prepaid expenses and other current assets
|
2,223
|
|
|
5,842
|
|
Other non-current assets
|
—
|
|
|
1,406
|
|
|
2,223
|
|
|
7,248
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||
US Government bonds
|
3,000
|
|
|
—
|
|
|
(4
|
)
|
|
2,996
|
|
Total
|
3,000
|
|
|
—
|
|
|
(4
|
)
|
|
2,996
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||
Certificates of deposit
|
3,619
|
|
|
—
|
|
|
—
|
|
|
3,619
|
|
Corporate bonds
|
1,952
|
|
|
—
|
|
|
—
|
|
|
1,952
|
|
Total
|
5,571
|
|
|
—
|
|
|
—
|
|
|
5,571
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
|
Amortized Cost
|
Fair Value
|
|
Amortized Cost
|
Fair Value
|
||||
Due within one year
|
3,000
|
|
2,996
|
|
|
5,571
|
|
5,571
|
|
|
3,000
|
|
2,996
|
|
|
5,571
|
|
5,571
|
|
|
December 31,
2017 |
|
December 31,
2016 |
||||
Machinery and equipment
|
$
|
2,048
|
|
|
$
|
2,943
|
|
Leasehold improvements
|
204
|
|
|
204
|
|
||
Furniture and fixtures
|
276
|
|
|
276
|
|
||
Property and equipment, gross
|
2,528
|
|
|
3,423
|
|
||
Less accumulated depreciation
|
(1,502
|
)
|
|
(2,024
|
)
|
||
|
$
|
1,026
|
|
|
$
|
1,399
|
|
|
|
Equity Classified
|
|
Liability Classified
|
||||||
|
|
Warrants
|
|
Warrants
|
|
Estimated Fair Value
|
||||
Beginning balance
|
|
—
|
|
|
17,142,858
|
|
|
$
|
5,215
|
|
Exercises
|
|
—
|
|
|
(3,161,854
|
)
|
|
(4,411
|
)
|
|
Additions
|
|
19,449,834
|
|
|
1,060,000
|
|
|
1,118
|
|
|
Change in fair value of common stock warrant liability recognized in consolidated statement of operations
|
|
—
|
|
|
—
|
|
|
30,403
|
|
|
Ending balance
|
|
19,449,834
|
|
|
15,041,004
|
|
|
$
|
32,325
|
|
|
|
Liability Classified Warrants
|
|
Estimated Fair Value
|
|||
Beginning balance
|
|
—
|
|
|
$
|
—
|
|
Additions pursuant to Secondary Offering
|
|
17,142,858
|
|
|
4,625
|
|
|
Change in fair value of common stock warrant liability recognized in consolidated statement of operations
|
|
—
|
|
|
590
|
|
|
Ending Balance
|
|
17,142,858
|
|
|
$
|
5,215
|
|
•
|
Level 1 - Values are based on unadjusted quoted prices for identical assets or liabilities in an active market which the company has the ability to access at the measurement date.
|
•
|
Level 2 - Values are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets.
|
•
|
Level 3 - Values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset.
|
(Dollar amounts in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Marketable securities
|
|
$
|
—
|
|
|
$
|
2,996
|
|
|
$
|
—
|
|
|
$
|
2,996
|
|
Common stock warrant liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,325
|
|
|
$
|
32,325
|
|
(Dollar amounts in thousands)
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Marketable securities
|
|
$
|
—
|
|
|
$
|
5,571
|
|
|
$
|
—
|
|
|
$
|
5,571
|
|
Common stock warrant liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,215
|
|
|
$
|
5,215
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||
Valuation assumptions:
|
|
|
|
||
Risk-free interest rate
|
2.08
|
%
|
|
1.91
|
%
|
Expected volatility
|
96.24
|
%
|
|
83.73
|
%
|
Expected term (in years)
|
4.0
|
|
|
4.9
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Opening balance (a)
|
|
$
|
110
|
|
|
969
|
|
|
Reversals to general and administrative expenses (b)
|
|
—
|
|
|
(352
|
)
|
||
Cash payments
|
|
(110
|
)
|
|
(507
|
)
|
||
Ending balance
|
|
$
|
—
|
|
|
$
|
110
|
|
|
Year Ended
|
|||||
|
December 31, 2017
|
December 31, 2016
|
December 31, 2015
|
|||
Valuation assumptions:
|
|
|
|
|
||
Risk-free interest rate
|
2.04
|
%
|
1.90
|
%
|
1.60
|
%
|
Expected volatility
|
91.02
|
%
|
82.48
|
%
|
79.18
|
%
|
Expected term (in years)
|
6.0
|
|
6.2
|
|
6.1
|
|
Dividend yield
|
—
|
%
|
—
|
%
|
—
|
%
|
|
Bellerophon 2015 and 2014 Equity Incentive Plans
|
||||||||||||||
|
Shares
|
|
Exercise
Price
|
|
Weighted
Average
Exercise Price
|
|
Weighted Average
Remaining
Contractual
Life (in years)
|
||||||||
Options outstanding as of December 31, 2014
|
508,280
|
|
|
$
|
13.28
|
|
|
$
|
13.28
|
|
|
9.5
|
|||
Granted
|
443,607
|
|
|
4.12
|
|
|
12.00
|
|
|
$
|
9.53
|
|
|
|
|
Forfeited
|
(246,707
|
)
|
|
8.23
|
|
|
13.28
|
|
|
9.95
|
|
|
|
||
Options outstanding as of December 31, 2015
|
705,180
|
|
|
$
|
4.12
|
|
-
|
13.28
|
|
|
$
|
12.08
|
|
|
8.7
|
Granted
|
2,530,770
|
|
|
0.49
|
|
-
|
2.30
|
|
|
0.73
|
|
|
|
||
Forfeited
|
(46,069
|
)
|
|
10.22
|
|
-
|
13.28
|
|
|
11.69
|
|
|
|
||
Options outstanding as of December 31, 2016
|
3,189,881
|
|
|
$
|
0.49
|
|
-
|
13.28
|
|
|
$
|
3.08
|
|
|
9.4
|
Granted
|
106,300
|
|
|
1.12
|
|
-
|
2.25
|
|
|
1.39
|
|
|
|
||
Exercised
|
(1,000
|
)
|
|
0.49
|
|
|
0.49
|
|
|
|
|||||
Forfeited
|
(25,298
|
)
|
|
0.49
|
|
-
|
12.00
|
|
|
1.71
|
|
|
|
||
Options outstanding as of December 31, 2017
|
3,269,883
|
|
|
$
|
0.49
|
|
-
|
13.28
|
|
|
$
|
3.04
|
|
|
8.4
|
Options vested and exercisable as of December 31, 2017
|
1,112,702
|
|
|
$
|
0.49
|
|
-
|
13.28
|
|
|
$
|
5.74
|
|
|
7.9
|
|
|
Bellerophon 2015 Equity Incentive Plan
|
|||||||||||||
|
|
Shares
|
|
Weighted Average Fair Value
|
|
Aggregate Grant Date Fair Value(in millions)
|
|
Weighted Average Remaining Contractual Life (in years)
|
|||||||
Restricted stock outstanding as of December 31, 2014
|
|
—
|
|
—
|
—
|
|
|
$
|
—
|
|
|
—
|
|
||
Granted
|
|
90,909
|
|
|
3.86
|
|
|
0.4
|
|
.
|
|
||||
Vested
|
|
(13,116
|
)
|
|
(3.08
|
)
|
|
(0.1
|
)
|
|
|
||||
Restricted stock outstanding as of December 31, 2015
|
|
77,793
|
|
|
3.99
|
|
|
$
|
0.3
|
|
|
0.7
|
|
||
Granted
|
|
519,871
|
|
|
2.40
|
|
|
1.2
|
|
|
|
|
|||
Vested
|
|
(417,817
|
)
|
|
(2.75
|
)
|
|
(1.2
|
)
|
|
|
|
|||
Forfeited
|
|
(24,001
|
)
|
|
(3.69
|
)
|
|
(0.1
|
)
|
|
|
|
|||
Restricted stock outstanding as of December 31, 2016
|
|
155,846
|
|
|
2.05
|
|
|
$
|
0.3
|
|
|
0.0
|
|
||
Granted
|
|
873,310
|
|
|
1.45
|
|
|
1.3
|
|
|
|
|
|||
Vested
|
|
(700,626
|
)
|
|
(1.60
|
)
|
|
(1.1
|
)
|
|
|
|
|||
Restricted stock outstanding as of December 31, 2017
|
|
328,530
|
|
|
1.42
|
|
|
$
|
0.5
|
|
|
0.2
|
|
|
Ikaria Equity Incentive Plans for Periods Prior to
February 12, 2014
|
||||||||||||||
|
Shares
|
|
Range of
Exercise Price
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Life (in years)
|
||||||||
Options outstanding, vested and exercisable as of December 31, 2014
|
577,975
|
|
|
$
|
0.26
|
|
-
|
17.92
|
|
|
$
|
7.11
|
|
|
4.5
|
Exercised
|
(126,499
|
)
|
|
1.13
|
|
-
|
7.77
|
|
|
1.47
|
|
|
|
||
Forfeited
|
(337,767
|
)
|
|
7.77
|
|
-
|
17.92
|
|
|
8.61
|
|
|
|
||
Options outstanding, vested and exercisable as of December 31, 2015
|
113,709
|
|
|
$
|
0.26
|
|
-
|
17.92
|
|
|
$
|
8.93
|
|
|
5.2
|
Forfeited
|
(26,340
|
)
|
|
0.26
|
|
-
|
17.92
|
|
|
8.23
|
|
|
|
||
Options outstanding, vested and exercisable as of December 31, 2016
|
87,369
|
|
|
$
|
7.77
|
|
-
|
17.92
|
|
|
$
|
9.14
|
|
|
4.3
|
Forfeited
|
(15,160
|
)
|
|
7.77
|
|
-
|
14.91
|
|
|
8.81
|
|
|
|
||
Options outstanding, vested and exercisable as of December 31, 2017
|
72,209
|
|
|
$
|
7.77
|
|
-
|
17.92
|
|
|
$
|
9.21
|
|
|
4
|
|
|
Year Ended
December 31,
|
||||||||||
(in thousands)
|
|
2017
|
|
2016
|
|
2015
|
||||||
Research and development
|
|
$
|
850
|
|
|
$
|
689
|
|
|
$
|
364
|
|
General and administrative
|
|
1,991
|
|
|
2,069
|
|
|
1,387
|
|
|||
Total expense
|
|
$
|
2,841
|
|
|
$
|
2,758
|
|
|
$
|
1,751
|
|
|
Year Ended December 31,
2017 |
|
Year Ended December 31,
2016 |
|
Year Ended December 31,
2015 |
|||
U.S. federal statutory rate
|
34
|
%
|
|
34
|
%
|
|
34
|
%
|
2017 Tax Act
|
(23.9
|
)%
|
|
—
|
%
|
|
—
|
%
|
State and local taxes, net of federal tax effect
|
5.7
|
%
|
|
6.6
|
%
|
|
5.8
|
%
|
Research tax credits
|
10.4
|
%
|
|
13.7
|
%
|
|
15.8
|
%
|
Valuation allowance
|
(4.5
|
)%
|
|
(38.9
|
)%
|
|
(55.1
|
)%
|
Prior year adjustments
|
0.9
|
%
|
|
(13.7
|
)%
|
|
—
|
%
|
Sale of R&D tax credits
|
—
|
%
|
|
(1.8
|
)%
|
|
—
|
%
|
Expenses associated with common stock warrant liability (a)
|
(18.9
|
)%
|
|
(1.3
|
)%
|
|
—
|
%
|
Incentive stock options, non-deductible
|
(3.8
|
)%
|
|
(0.4
|
)%
|
|
(0.5
|
)%
|
|
0
|
%
|
|
(1.8
|
)%
|
|
0
|
%
|
|
December 31, 2017
|
||||||
|
Assets
|
|
(Liabilities)
|
||||
Net operating loss carryforwards
|
$
|
21,006
|
|
|
$
|
—
|
|
Research tax credit carryforwards
|
22,246
|
|
|
—
|
|
||
Property and equipment
|
—
|
|
|
(89
|
)
|
||
Stock based compensation
|
980
|
|
|
—
|
|
||
Intangible assets
|
7,354
|
|
|
—
|
|
||
Accrued expenses
|
562
|
|
|
—
|
|
||
Subtotal
|
52,148
|
|
|
(89
|
)
|
||
Valuation allowance
|
(52,059
|
)
|
|
—
|
|
||
Total deferred tax assets (liabilities)
|
$
|
89
|
|
|
$
|
(89
|
)
|
Net deferred tax assets
|
$
|
—
|
|
|
|
|
|
December 31, 2016
|
||||||
|
Assets
|
|
(Liabilities)
|
||||
Net operating loss carryforwards
|
$
|
21,469
|
|
|
$
|
—
|
|
Research tax credit carryforwards
|
15,310
|
|
|
—
|
|
||
Property and equipment
|
—
|
|
|
(161
|
)
|
||
Stock based compensation
|
881
|
|
|
—
|
|
||
Intangible assets
|
11,389
|
|
|
—
|
|
||
Accrued expenses
|
713
|
|
|
—
|
|
||
Subtotal
|
49,762
|
|
|
(161
|
)
|
||
Valuation allowance
|
(49,601
|
)
|
|
—
|
|
||
Total deferred tax assets (liabilities)
|
$
|
161
|
|
|
$
|
(161
|
)
|
Net deferred tax assets
|
$
|
—
|
|
|
|
|
|
Operating Lease(1)
|
||
2018
|
$
|
642
|
|
2019
|
653
|
|
|
2020
|
663
|
|
|
2021
|
674
|
|
|
2022
|
686
|
|
|
Thereafter
|
172
|
|
|
Total
|
$
|
3,490
|
|
|
Year Ended
December 31,
|
|||
|
|
|||
(in millions)
|
2015
|
|||
Expense in connection with the TSA
|
7.0
|
|
||
Other operating income in connection with the 2015 Services Agreement
|
(1.7
|
)
|
||
Expense in connection with the 2015 Services Agreement
|
0.2
|
|
|
|
Three Months Ended
December 31, |
|
Three Months Ended
September 30,
|
|
Three Months Ended
June 30,
|
|
Three Months Ended
March 31,
|
||||||||||||||||||||||||
(in thousands, except share/ and per share data)
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
$
|
5,390
|
|
|
$
|
5,111
|
|
|
$
|
4,438
|
|
|
$
|
2,472
|
|
|
$
|
4,689
|
|
|
$
|
3,954
|
|
|
$
|
3,337
|
|
|
$
|
5,113
|
|
General and administrative
|
|
1,919
|
|
|
2,181
|
|
|
1,746
|
|
|
1,745
|
|
|
1,634
|
|
|
1,205
|
|
|
1,446
|
|
|
1,976
|
|
||||||||
Total operating expenses
|
|
7,309
|
|
|
7,292
|
|
|
6,184
|
|
|
4,217
|
|
|
6,323
|
|
|
5,159
|
|
|
4,783
|
|
|
7,089
|
|
||||||||
Loss from operations
|
|
(7,309
|
)
|
|
(7,292
|
)
|
|
(6,184
|
)
|
|
(4,217
|
)
|
|
(6,323
|
)
|
|
(5,159
|
)
|
|
(4,783
|
)
|
|
(7,089
|
)
|
||||||||
Change in fair value of common stock warrant liability
|
|
(16,948
|
)
|
|
(590
|
)
|
|
(1,435
|
)
|
|
—
|
|
|
2,367
|
|
|
—
|
|
|
(14,387
|
)
|
|
—
|
|
||||||||
Interest and other income
|
|
98
|
|
|
21
|
|
|
33
|
|
|
22
|
|
|
26
|
|
|
22
|
|
|
27
|
|
|
30
|
|
||||||||
Pre-tax loss
|
|
(24,159
|
)
|
|
(7,861
|
)
|
|
(7,586
|
)
|
|
(4,195
|
)
|
|
(3,930
|
)
|
|
(5,137
|
)
|
|
(19,143
|
)
|
|
(7,059
|
)
|
||||||||
Income tax benefit
|
|
—
|
|
|
(438
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net loss
|
|
$
|
(24,159
|
)
|
|
$
|
(7,423
|
)
|
|
$
|
(7,586
|
)
|
|
$
|
(4,195
|
)
|
|
$
|
(3,930
|
)
|
|
$
|
(5,137
|
)
|
|
$
|
(19,143
|
)
|
|
$
|
(7,059
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
55,109,847
|
|
|
20,186,996
|
|
|
34,989,831
|
|
|
13,854,188
|
|
|
33,558,669
|
|
|
13,093,176
|
|
|
31,934,253
|
|
|
13,053,007
|
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
|
$
|
(0.44
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.54
|
)
|
(1)
|
Financial Statements
|
(2)
|
Financial Statement Schedules
|
(3)
|
Exhibits
|
Exhibit
Number
|
|
Description of Exhibit
|
||
|
||||
|
||||
|
||||
|
|
BELLEROPHON THERAPEUTICS, INC.
|
|
|
|
|
|
By:
|
/s/ Fabian Tenenbaum
|
|
|
Fabian Tenenbaum
|
|
|
Chief Executive Officer
|
Date: May 17, 2018
|
By:
|
/s/ Fabian Tenenbuam
|
|
|
Fabian Tenenbaum
Chief Executive Officer
(Principal Executive Officer)
|
Date: May 17, 2018
|
By:
|
/s/ Assaf Korner
|
|
|
Assaf Korner
Chief Financial Officer
(Principal Financial Officer)
|
Date: May 17, 2018
|
By:
|
/s/ Fabian Tenenbaum
|
|
|
Fabian Tenenbaum
Chief Executive Officer
(Principal Executive Officer)
|
Date: May 17, 2018
|
By:
|
/s/ Assaf Korner
|
|
|
Assaf Korner
Chief Financial Officer
(Principal Financial Officer)
|