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Business, Liquidity and Organization
9 Months Ended
Sep. 30, 2015
Business, Liquidity and Organization [Abstract]  
Business, Liquidity and Organization

Note 1 – Business, Liquidity and Organization

Since 2001, PharmAthene, Inc. ("we", the "Company") has been a biodefense company engaged in the development of next generation medical counter measures against biological and chemical threats. During this time, we have devoted substantial effort and resources to the development of the prevention and treatment of anthrax infection and nerve agent poisoning. 

 

On March 9, 2015, our Board of Directors approved our realignment plan (the “Realignment Plan”) with the goal of preserving and maximizing, for the benefit of our stockholders, the value of any proceeds from our litigation with SIGA Technologies, Inc. (“SIGA”) and our existing biodefense assets. The plan eliminated approximately two-thirds of our workforce and aimed to preserve sufficient cash and cash equivalents to finance our continued operations through a period of time that is expected to extend beyond the adjudication of SIGA's appeal. We intend to maintain sufficient resources and personnel so that we can seek partners, co-developers or acquirers for our biodefense programs and continue to execute under our government contract with the National Institutes of Allergy and Infectious Diseases (“NIAID”). The Company estimates total severance payments to executives and non-executives in connection with the Realignment Plan to amount to approximately $2 million (all of which was expensed as of September 30, 2015), with substantially all such severance expenses expected to be paid in 2015. Historically, the Company has performed under government contracts and grants and raised funds from investors (including additional debt and equity issued in 2015 and 2014) to sustain our operations. The Company has spent substantial funds in the research, development, clinical and preclinical testing in excess of revenues, to support the Company's product candidates and to market and sell its products. We have incurred losses in each year since inception, and have an accumulated deficit of $222.5 million. If we continue to incur losses and are not able to raise adequate funds to cover those losses, we may be required to cease operations.

 

As of September 30, 2015, our cash balance was $17.4 million, our unbilled accounts receivable balance was $0.7 million, and our current liabilities were $2.4 million. As of September 30, 2015, we had approximately $3.0 million of remaining availability under our controlled equity offering arrangement, although we did not sell any shares of common stock under such facility during the three and nine months ended September 30, 2015 (see Note 6 – Financing Transactions – Controlled Equity Offering). We believe, based on the operating cash requirements and capital expenditures expected for 2015, the Company's cash on hand at September 30, 2015 is adequate to fund operations through at least the end of 2016. On September 3, 2015, following a payment of $81,347, representing a $75,000 final payment fee pursuant to the March 30, 2012 Loan Agreement, $10 outstanding principal balance, $208 accrued interest, and $6,129 legal fees of the lender, we satisfied in full our remaining obligation under our March 2012 Loan Agreement with General Electric Capital Corporation (“GE Capital”), as discussed further in Note 6- Financing Transactions.

 

On July 6, 2015, PharmAthene signed a license agreement with ImmunoVaccine for the exclusive use of the DepoVaxTM vaccine platform, to develop an anthrax vaccine utilizing PharmAthene's recombinant protective antigen (“rPA”). ImmunoVaccine is a clinical-stage vaccine development company located in Halifax, Nova Scotia. PharmAthene will reimburse up to $210,000 to ImmunoVaccine for their efforts in developing this vaccine. In addition, ImmunoVaccine will receive annual payments of $200,000, and additional payments for the achievement of certain milestones relating to contracting with the U.S. Government as well as achieving certain clinical/regulatory and commercial milestones, and achievement of sales targets. Additionally, ImmunoVaccine will receive a royalty on sales related to the use of DepoVaxTM.

On September 2, 2015, the Company entered into a sublease agreement with a third party with respect to a portion of its leased office space in Annapolis, Maryland. See Note 4 - Commitments and Contingencies - Leases.

On September 10, 2015, NIAID exercised the first option under our September 2014 contract for the development of a next generation lyophilized anthrax vaccine. The option provides additional funding of approximately $2.3 million and an extension of the period of performance through September 30, 2016.

 

We can offer no assurances that we have correctly estimated the resources or personnel necessary to seek partners, co-developers or acquirers for our biodefense programs or execute under our NIAID contract. If a larger workforce or one with a different skillset is ultimately required to implement our Realignment Plan successfully, we may be unable to maximize the value of the SIGA litigation and our existing biodefense assets. In addition, in connection with the Realignment Plan, executive officers who have served the Company for many years have been terminated, and, with the exception of Mr. Richman's continued service on the Board, will no longer be available to guide the Company. We also cannot assure you that we have accurately estimated the cash and cash equivalents necessary to finance our operations until SIGA's appeal has been adjudicated and we have received SIGA's payment, if any. If revenues from our NIAID contract are less than we anticipate, if operating expenses exceed our expectations or cannot be adjusted accordingly, or if we have underestimated the time it will take for us to prevail in SIGA's appeal, or enforce payment of or collect any damages award from SIGA, or if we do not prevail on appeal, then our business, results of operations, financial condition and cash flows will be materially and adversely affected.

 

In addition, we may raise additional capital to strengthen our financial position. There can be no assurances that we would be successful in raising additional funds on acceptable terms or at all. Additional sales of common stock may be made at prices that are dilutive to existing stockholders.