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|||
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Delaware
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001-38038
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46-5648907
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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750 Route 202, Suite 600
Bridgewater, NJ
(Address of principal executive offices)
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08807
(Zip Code)
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Registrant's telephone number, including area code
(908) 927-9920
(Former name or former address, if changed since last report)
________________________
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☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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☐
|
Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12).
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☐
|
Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b)).
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☐
|
Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
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Exhibit Number
|
Description
|
|
|
|
|
99.1
|
|
•
|
Revenues in the fourth quarter grew 19% year-over-year to $6.9 million from $5.8 million in the fourth quarter of 2017 and grew 30% to $26.4 million for the full year ended December 31, 2018 from $20.2 million for the full year 2017.
|
•
|
Gross margin for the fourth quarter was 47.3%, compared to 45.2% in the fourth quarter of 2017, a year-over-year improvement of 210 basis points and 47.1% for the full year 2018 compared to 40.3% for the full year 2017, an improvement of 680 basis points.
|
•
|
Multiple international distribution agreements were signed to bring V-Go to 14 countries and territories.
|
•
|
Additional capital was raised to strengthen the balance sheet and to prepare for U.S. sales force expansion in the first quarter of 2019.
|
•
|
Two significant managed care wins were executed, placing V-Go on formulary in the preferred position at the beginning of 2019.
|
|
Quarter Ended
December 31, |
|
Year Ended
December 31, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
|
|
|
|
|
||||||||||
Revenue, net
|
$
|
6,894
|
|
|
$
|
5,781
|
|
|
$
|
26,398
|
|
|
$
|
20,245
|
|
Cost of goods sold
|
3,636
|
|
|
3,169
|
|
|
13,974
|
|
|
12,080
|
|
||||
Gross margin
|
3,258
|
|
|
2,612
|
|
|
12,424
|
|
|
8,165
|
|
||||
Operating expense:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
1,685
|
|
|
2,027
|
|
|
7,372
|
|
|
7,126
|
|
||||
Selling, general and administrative
|
12,424
|
|
|
10,898
|
|
|
47,142
|
|
|
42,596
|
|
||||
Long-lived asset impairment costs
|
—
|
|
|
3,711
|
|
|
—
|
|
|
3,711
|
|
||||
Total operating expense
|
14,109
|
|
|
16,636
|
|
|
54,514
|
|
|
53,433
|
|
||||
Operating loss
|
(10,851)
|
|
|
(14,024)
|
|
|
(42,090)
|
|
|
(45,268)
|
|
||||
Other income (expense), net:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(1,008)
|
|
|
(915)
|
|
|
(3,812)
|
|
|
(4,263)
|
|
||||
Change in fair value of derivative liabilities
|
—
|
|
|
221
|
|
|
—
|
|
|
221
|
|
||||
Other income (expense)
|
(5)
|
|
|
(217)
|
|
|
(27)
|
|
|
9
|
|
||||
Total other income (expense), net
|
(1,013)
|
|
|
(911)
|
|
|
(3,839)
|
|
|
(4,033)
|
|
||||
Loss before income taxes
|
(11,864)
|
|
|
(14,935)
|
|
|
(45,929)
|
|
|
(49,301)
|
|
||||
Provision for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net Loss
|
$
|
(11,864)
|
|
|
$
|
(14,935)
|
|
|
$
|
(45,929)
|
|
|
$
|
(49,301)
|
|
Preferred Stock dividend
|
$
|
(550)
|
|
|
$
|
(557)
|
|
|
$
|
(2,200)
|
|
|
$
|
(1,711)
|
|
Net loss attributable to common stockholders
|
$
|
(12,414)
|
|
|
$
|
(15,492)
|
|
|
$
|
(48,129)
|
|
|
$
|
(51,012)
|
|
Net loss per share of common share outstanding — basic and diluted
|
$
|
(0.20)
|
|
|
$
|
(3.10)
|
|
|
$
|
(1.71)
|
|
|
$
|
(8.94)
|
|
Weighted average common shares outstanding — basic and diluted
|
62,458,496
|
|
|
7,007,782
|
|
|
28,131,836
|
|
|
5,708,577
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
47,758
|
|
|
$
|
25,961
|
|
Accounts receivable, net
|
6,294
|
|
|
3,991
|
|
||
Inventories, net
|
6,824
|
|
|
8,105
|
|
||
Deferred cost of goods sold
|
—
|
|
|
539
|
|
||
Prepaid expense and other current assets
|
1,200
|
|
|
876
|
|
||
Total current assets
|
62,076
|
|
|
39,472
|
|
||
Property and equipment, net
|
6,097
|
|
|
5,469
|
|
||
Other assets
|
447
|
|
|
148
|
|
||
Total assets
|
$
|
68,620
|
|
|
$
|
45,089
|
|
Liabilities and stockholders’ equity (deficit)
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of capital lease obligation
|
$
|
123
|
|
|
$
|
—
|
|
Accounts payable
|
4,916
|
|
|
5,644
|
|
||
Accrued expense and other current liabilities
|
8,851
|
|
|
5,798
|
|
||
Deferred revenue
|
—
|
|
|
1,638
|
|
||
Total current liabilities
|
13,890
|
|
|
13,080
|
|
||
Long-term debt, related parties (net of issuance costs of $104 and $125, respectively).
|
40,192
|
|
|
36,009
|
|
||
Other long-term liabilities
|
109
|
|
|
58
|
|
||
Capital lease obligation, less current portion
|
140
|
|
|
—
|
|
||
Total liabilities
|
54,331
|
|
|
49,147
|
|
||
Commitments and contingencies (note 15)
|
|
|
|
||||
Stockholders’ equity (deficit)
|
|
|
|
||||
Convertible preferred stock, $0.001 par value; 50,000,000 shares authorized at December 31, 2018; 2,750,000 shares issued and outstanding at December 31, 2018 and December 31, 2017. (aggregate liquidation value of $31,411 and $29,211 at December 31, 2018 and December 31, 2017, respectively).
|
3
|
|
|
3
|
|
||
Common stock, $0.001 par value, 300,000,000 shares authorized; 99,956,291 shares issued and 99,948,437 shares outstanding at December 31, 2018 and 7,015,636 shares issued and 7,007,782 shares outstanding at December 31, 2017
|
100
|
|
|
7
|
|
||
Additional paid-in capital
|
534,081
|
|
|
469,877
|
|
||
Accumulated deficit
|
(519,871)
|
|
|
(473,921)
|
|
||
Treasury stock, at cost (7,854 shares)
|
(24)
|
|
|
(24)
|
|
||
Total stockholders’ equity (deficit)
|
14,289
|
|
|
(4,058)
|
|
||
Total liabilities and stockholders’ equity (deficit)
|
$
|
68,620
|
|
|
$
|
45,089
|
|