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Organization and Description of the Business
12 Months Ended
Dec. 31, 2015
Organization and Description of the Business  
Organization and Description of the Business

1. Organization and Description of the Business

We are a clinical-stage biopharmaceutical company focused on discovering and developing novel small molecule therapeutics in oncology and infectious diseases. We have two clinical-stage product candidates in development: birinapant and suberohydroxamic acid phenyl ester (SHAPE).  We were originally incorporated in July 2001 as Apop Corp., a New Jersey corporation. Pursuant to a merger effective as of October 2003 with and into our wholly owned subsidiary, we became a Delaware corporation and commenced operations in 2003. Our name was changed to Apop Corporation in March 2004, to Gentara Corporation in June 2004 and to TetraLogic Pharmaceuticals Corporation in January 2006. Our operations to date have been directed primarily toward developing business strategies, raising capital, research and development activities, conducting pre‑clinical testing and human clinical trials of our product candidates and recruiting personnel.

Liquidity

At December 31, 2015, we had working capital of $18.3 million and cash, cash equivalents and short-term investments of $20.4 million. We have not generated any product revenues and have not yet achieved profitable operations. There is no assurance that profitable operations will ever be achieved, and if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and pre‑clinical testing, and commercialization of our products will require significant additional financing.

We received written notices from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) on January 20, 2016 and February 23, 2016 notifying us that we did not meet certain minimum listing requirements for listing our common stock on the Nasdaq Global Market.  Specifically, we were not in compliance with the minimum bid price requirement of $1.00 for our common stock, the minimum publicly held market value requirement of $15 million for our outstanding common stock, or the minimum total market value requirement of $50 million for our outstanding common stock.  If we are not able to regain compliance with the Nasdaq listing rules within the specified time period (generally 180 days from the date of notice), we would be delisted from the Nasdaq Global Market.  This event would be considered a fundamental change under the indenture for our 8% Notes, and we could be required by the noteholders to purchase for cash all of the outstanding 8% Notes at a purchase price equal to 100% of the principal amount of the 8% Notes ($43.75 million of which are outstanding as of December 31, 2015) plus accrued and unpaid interest.  To regain compliance, the minimum total market value of our common stock would need to reach at least $50 million for 10 consecutive business days by July 18, 2016, the minimum bid price of our common stock would need to reach at least $1.00 for 10 consecutive business days by August 22, 2016, and the minimum publicly held market value of our common stock would need to reach at least $15 million for 10 consecutive business days by August 22, 2016.  All of these events are outside of our control at this time.  Should the delisting of our common stock occur during the second half of 2016, we do not currently have sufficient funds on hand to satisfy the obligations for the 8% Notes.  Although we are currently considering available options to resolve our compliance with Nasdaq listing rules, we have no assurance that this will occur within the necessary time period to prevent delisting.  In addition, we have no assurance that we will be able to obtain sufficient funds to meet our obligations with respect to the 8% Notes in the event that delisting occurs.  Should we remain in compliance with the Nasdaq listing requirements, we believe our existing cash and investments will be sufficient to fund our current operating and investing activities through December 31, 2016.  In order for our existing cash and investments to fund operating and investing activities through December 31, 2016, we have limited our planned business activities to the completion of the Phase 2 clinical trial of SHAPE and the winding down of the Phase 2 clinical trial in birinapant in MDS, and we announced a reduction in force in January 2016, which will reduce our headcount to 9 employees by April 2016.

On January 28, 2016, we announced that we have retained Houlihan Lokey Capital, Inc. as our financial advisor, to provide financial advisory, restructuring and investment-banking services in connection with analyzing and considering a wide range of transactional and strategic alternatives.  We are entertaining offers to purchase either one or both of its primary molecules: SHAPE and birinapant.  We are also exploring collaborative arrangements, including joint ventures and licensing agreements.  We can give no assurance that a transaction of any kind will occur.