FORM 10-K

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

10-K 1 d459781d10k.htm FORM 10-K FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-33958

GALENA BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware

20-8099512

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

310 N. State Street, Suite 208

Lake Oswego, OR

97034

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code:

(855) 855-4253

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of Each Class		Name of Exchange on Which Registered
Common Stock, $0.0001 Par Value Per Share		The NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Exchange Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ¨ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨ Yes x No

Indicate by check mark whether the registrant has submitted electronically and posted on it corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for any such shorter time that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ¨ Yes x No

The aggregate market value of the voting common stock held by non-affiliates of the registrant, based on the closing sale price of the registrant’s common stock as reported on The NASDAQ Capital Market on June 30, 2012, was approximately $111,370,000.

As of March 11, 2013, the registrant had 83,067,652 shares of common stock outstanding.

Documents incorporated by reference:

Portions of the registrant’s definitive proxy statement for its 2013 annual meeting of stockholders, to be filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year end of December 31, 2012, are incorporated by reference in this Form 10-K.

TABLE OF CONTENTS


		Page
GALENA BIOPHARMA, INC.

FORM 10-K — FISCAL YEAR ENDED DECEMBER 31, 2012

PART I.
Item 1.	BUSINESS		2
Item 1A.	RISK FACTORS		12
Item 1B.	UNRESOLVED STAFF COMMENTS		23
Item 2.	PROPERTIES		23
Item 3.	LEGAL PROCEEDINGS		23
Item 4.	MINE SAFETY DISCLOSURES		23

PART II.
Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		24
Item 6.	SELECTED FINANCIAL DATA		25
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		25
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK		34
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		34
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES		67
Item 9A.	CONTROLS AND PROCEDURES		67
Item 9B.	OTHER INFORMATION		68

PART III.
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		68
Item 11.	EXECUTIVE COMPENSATION		68
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		68
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		68
Item 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		68

PART IV.
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		68
Signatures			69

“SAFE HARBOR” STATEMENT

Some of the information contained in this annual report may include forward-looking statements that reflect our current views with respect to our research and development activities, business strategy, business plan, financial performance and other future events. These statements include forward-looking statements both with respect to us, specifically, and our industry, in general. We make these statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “estimate,” “may,” “should,” “anticipate,” “will” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise.

All forward-looking statements involve inherent risks and uncertainties, and there are or will be important factors that could cause actual results to differ materially from those indicated in these statements. These factors include, but are not limited to, those factors set forth in the sections entitled “Business,” “Risk Factors,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Controls and Procedures” in this annual report, all of which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this annual report. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

If one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we anticipate. All subsequent written and oral forward-looking statements attributable to us or individuals acting on our behalf are expressly qualified in their entirety by this “Safe Harbor” Statement.

Item 1.

BUSINESS

Overview

Galena Biopharma, Inc. (“we,” “us,” “our,” “Galena” or the “company”) is a biopharmaceutical company focused on developing innovative, targeted oncology treatments addressing major unmet medical needs to advance cancer care. We currently are developing innovative, peptide antigen-based “off the shelf” cancer immunotherapies for potential application to treatment of large populations of cancer survivors. Peptide vaccines have several potential clinical advantages over existing cancer treatments including excellent safety profiles, long-lasting protection through immune system activation, as well as an acceptable mode of administration (intradermal injection). In addition, there are potential commercial advantages in that these are readily and reproducibly manufactured products that could have a wide reach into the physicians’ office, with no special requirements for delivery to the office or to patients.

A key differentiator in our approach is a focus on “minimal residual disease” that may remain in cancer survivors. The strategy is to prevent recurrence in early stage patient groups who may harbor “occult” residual cancer cells that are not detectable by current imaging and biomarkers, and despite adjuvant therapy and radiation therapy will relapse in significant numbers over time.

Our lead product candidate, NeuVax™ (nelipepimut-S) is the immmunodominant nonapeptide derived from the extracellular domain of the HER2 (Human Epidermal Growth Factor Receptor 2) protein, a well-established target for therapeutic intervention in breast cancer. The nelipepimut sequence stimulates specific CD8+ cytotoxic T lymphocytes, or “CTLs,” following binding to HLA-A2/A3 molecules on antigen presenting cells, or “APC.” These activated specific CTLs recognize, neutralize and destroy through cell lysis HER2 expressing cancer cells, including occult cancer cells and micrometastatic foci. The nelipepimut immune response can also generate CTLs to other immunogenic peptides through inter- and intra-antigenic epitope spreading. Based on a successful Phase 2 trial, the U.S. Food and Drug Administration, or “FDA,” granted NeuVax™ a Special Protocol Assessment, or “SPA,” for its Phase 3 PRESENT (Prevention of Recurrence in Early-Stage, Node-Positive Breast Cancer with Low to Intermediate HER2 Expression with NeuVax™ Treatment) trial. The primary endpoint of the Phase 2 trial was disease free survival, or “DFS.” If the randomized, double-blinded, multinational, 700-patient PRESENT trial is successful, we intend to seek FDA commercial registration of NeuVax™.

Based on a pilot study and preclinical evidence suggesting enhanced efficacy of using NeuVax™ in combination with Herceptin® (trastuzumab: Genentech/Roche), we recently commenced a randomized multicenter Phase 2 clinical trial, NeuVax™ in combination with Herceptin in breast cancer patients.

Our second product candidate, Folate Binding Protein, or “FBP,” is the E39 peptide over-expressed (20-80 fold) in more than 90% of ovarian and endometrial cancers. FBP is the source of immunogenic peptides like E39 that can stimulate CTLs to recognize and destroy preclinical FBP-expressing cancer cells. The FBP vaccine consists of the FBP peptide(s) combined with the immune adjuvant, granulocyte macrophage-colony stimulating factor (GM-CSF). Galena’s FBP vaccine, E39, is currently in a Phase 1/2 trial in two gynecological cancers: ovarian and endometrial adenocarcinomas.

We acquired NeuVax™ in April 2011 in connection with our merger acquisition of Apthera, Inc, or “Apthera.” Prior to that time, we were engaged primarily in conducting discovery research and preclinical development activities based on RNAi. In connection with our acquisition of NeuVax™, we reduced the scope of our RNAi activities. We may pursue selective acquisitions of other cancer treatments to complement or add to our existing cancer immunotherapies.

On September 26, 2011, we changed our name to Galena Biopharma, Inc. from RXi Pharmaceuticals Corporation in connection with the proposed partial spin-off of our former subsidiary, RXi Pharmaceuticals Corporation, or “RXi.” RXi was initially incorporated as RNCS, Inc. and assumed the name RXi Pharmaceuticals Corporation in conjunction with the change in our name to Galena. In April, 2012, we completed the partial spin-off of RXi, which is engaged in the development of novel RNAi-based therapies.

Unless the context otherwise indicates, references in this annual report to the “company,” “we,” “us” or “our” refer (i) to Galena, Apthera and RXi, collectively, prior to the partial spin-off of RXi; and (ii) to only Galena and Apthera, together, after the partial spin-off.

Our Oncology Therapeutic Programs

The chart below summarizes the current status of our oncology drug development programs, with the dark shading indicating completed stages of development and the light shading indicating development activities we intend to prioritize in the near-term:

LOGO

We are developing a pipeline of immunotherapy product candidates for the treatment of various cancers based on the E75 peptide (nelipepimut-S), the most advanced of which is NeuVax, which is targeted at preventing the recurrence of breast cancer. NeuVax has had positive Phase 1/2 clinical trial results for the prevention of breast cancer recurrence in patients who have had breast cancer and received the standard of care treatment (surgery, chemotherapy, radiotherapy and hormonal therapy as indicated). We initiated our Phase 3 PRESENT clinical trial of NeuVax for the prevention of breast cancer recurrence in early-stage low-to-intermediate HER2 breast cancer patients in 2012. For the results of a single trial to support registration for an indication, the results of the trial must be internally consistent, clinically meaningful, and statistically very persuasive. Specifically, FDA has indicated that, in general, the results from two Phase 3 studies would be required to support approval, and it would accept a single pivotal study in support of approval if the results of the trial was internally consistent, clinically meaningful and statistically very persuasive.

NeuVax is an immunotherapy that stimulates the immune system to actively seek out and selectively kill cancer cells. NeuVax directs “killer” T-cells to target and destroy cancer cells that express HER2/neu, a protein associated with epithelial tumors in breast, ovarian, pancreatic, colon, bladder and prostate cancers. NeuVax is comprised of a HER2/neu-derived peptide called nelipepimut-S. Nelipepimut-S is a nine-amino acid sequence that is immunogenic (produces an immune response) and GM-CSF is a commercially available protein that acts to stimulate and activate components of the immune system such as macrophages and dendritic cells.

NeuVax has been shown to be most effective in patients with low-to-intermediate HER2/neu expressing patients with HLA type A2+ or A3+. We believe that approximately 25,000-40,000 of the approximately 200,000 women diagnosed with breast cancer in the United States each year meet these criteria. We believe that NeuVax’s specificity provides for a highly targeted therapy to prevent breast cancer recurrence for a selected subset of breast cancer patients and we believe it will increase the chance of the patient remaining disease free following a successful treatment for these patients.

We also are pursuing additional therapeutic indications for NeuVax that are currently in Phase 1/2 clinical trials. Under our investigational new drug application, or “IND,” open protocols for the treatment of prostate cancer, ovarian cancer and bladder cancer exist for patient populations with the same general criteria for eligibility as in breast cancer (i.e., early-stage disease and adjuvant treatment setting after surgery with immunologic competence). An early stage clinical study in high-risk prostate cancer confirmed the ability of the patients to mount a nelipepimut-S specific immune response. We may explore whether NeuVax provides clinical benefits in other areas, such as a prophylactic vaccine against breast cancer occurrence in healthy women with a high likelihood for developing breast cancer based on genetic assays or biomarkers and a strong positive familial history of breast cancer, and in HER2 overexpressing gastric cancer. Herceptin ^® is approved for this indication, and there is a significant clinical rationale for NeuVax’s potential efficacy in this indication. We also may investigate the use of NeuVax in combination with other therapies with a view to leveraging NeuVax’s attractive safety profile and targeted mechanism of action. Clinical trials conducted on NeuVax have provided proof-of-principle data in early-stage node-negative breast cancer, although such data is preliminary and not statistically significant, since the trials were not designed to provide statistically significant efficacy data. Both the early-stage node-negative breast cancer indication and the high-risk patient indication are longer-term areas of interest that we currently expect to explore only with support from corporate partners.

We are also developing novel applications for Folate Binding Protein (FBP). FBP is highly over-expressed in breast, ovarian and endometrial cancers and is a well-validated therapeutic target. FBP is the source of immunogenic peptides like E39 that can stimulate cytotoxic T lymphocytes (CTL) to recognize and destroy preclinical FBP-expressing cancer cells. The FBP vaccine consists of the FBP peptide(s) combined with the immune adjuvant, granulocyte macrophage-colony stimulating factor (GM-CSF). Galena’s FBP vaccine, E39, is currently in a Phase 1/2 trial in two gynecological cancers: ovarian and endometrial adenocarcinomas.

Recent Developments (in reverse chronological order)

Final Landmark 60-Month Data from NeuVax™ Phase 1/2 Trials — We announced NeuVax landmark 60-month Phase1/2 data, which revealed that the combined SN-33 (Node Positive) and SN-34 (Node Negative) Intent-to-treat population continued to demonstrate an excellent safety and efficacy profile. Also, after establishing statistical significance at the 36-month Landmark Analysis, or the same endpoint as the ongoing Phase 3, the 60-month Landmark Analysis demonstrated a 5.6% recurrence rate with NeuVax vs. a 25.9% recurrence rate in the control arm, or a recurrence reduction of 78.4%. The Phase 2 HER2 IHC 1+/2+ patients from SN-33 established the Phase 3 patient population.

On December 7, 2012, we presented data from the completed SN-33 Trial and final results from the Phase 1/2 trials of NeuVax™ at the 35th Annual CTRC-AACR San Antonio Breast Cancer Symposium.

Multiple clinical trials have shown NeuVax to be safe and effective at raising HER2 immunity. Trials SN-33 (NP) (n=97) and SN-34 (NN) (n=90) enrolled clinically eligible patients who were rendered disease-free after completion of standard of care multi-modality therapy (n=187). Treatment assignment was then based on HLA type, with HLA-A2/A3 patients vaccinated and HLA-A2/A3 negative patients followed prospectively as controls for recurrence. NeuVax exhibited an excellent safety and tolerability profile, and demonstrated a durable response out to 60 months.

Leica Biosystems Partnership — We entered into a partnership agreement with Leica Biosystems (Leica) to develop a fully-automated HER2 diagnostic to support identification of appropriate HER2 negative (IHC 1+/2+) patients for NeuVax, as Galena strengthens its personalized medicine and regulatory pathway with the companion diagnostic development.

On December 6, 2012, we announced a partnership with Leica Biosystems to develop a companion diagnostic for Galena’s NeuVax™ (nelipepimut-S) breast cancer therapeutic. Leica is a global leader in workflow solutions and laboratory automation for anatomic pathology, bringing clinicians and researchers high workflow efficiency and confidence in cancer diagnostics. Leica provides a comprehensive product range with easy-to-use and consistently reliable solutions for the entire laboratory. Leica’s Bond Oracle™ HER2 IHC System companion diagnostic will be used to support the selection of the appropriate patients for the NeuVax Phase 3 PRESENT study. NeuVax targets HER2 negative patients (IHC 1+, or 2+ and FISH < 2.2) who achieve remission with current standard of care, but have no available HER2-targeted adjuvant treatment options to maintain their disease-free status. Leica’s Bond Oracle™ HER2 IHC System is an FDA cleared semi-quantitative immunohistochemical (IHC) assay to determine HER2 (Human Epidermal Growth Factor Receptor 2) oncoprotein status in breast cancer tissue processed for histological evaluation.

Teva Pharmaceuticals Partnership — We entered into a partnership with Teva Pharmaceuticals, which includes future commercialization of NeuVax in Israel and financial support for our development activities in Israel, as key clinical sites are approved and established in Israel for PRESENT Phase 3 trial.

Effective December 3, 2012, we entered into a license and supply agreement with ABIC Marketing Limited, a subsidiary of Teva Pharmaceuticals (“ABIC”), under which we granted ABIC exclusive rights to seek marketing approval in Israel for NeuVax for intradermal injection for the treatment of breast cancer following its approval by the U.S. Food and Drug Administration or the European Medicines Agency, and to market, sell and distribute NeuVax in Israel assuming such approval is obtained. ABIC’s rights also include a right of first refusal in Israel for all future indications for which NeuVax may be approved. Under the license and supply agreement, ABIC will assume responsibility for regulatory registration of NeuVax in Israel, provide financial support for local development, and commercialize the product in the region in exchange for making royalty payments to us based on future sales of NeuVax. ABIC also agrees in the license and supply agreement to purchase from us all supplies of NeuVax at a price determined according to a specified formula.

Folate Binding Protein (FBP) Japan Patent — We were issued a Composition of Matter and Treatment patent which covers FBP peptide variants for individual or expanded use in combination with the novel FBP vaccine, E39. The patent also provides exclusivity in Japan until 2022, with additional worldwide patent filings pending. The FBP Phase 1/2 trial is on track for results in 2013.

On August 13, 2012, we announced the issuance of a patent from the Japan Patent Office (JPO) for a Composition of Matter and Method of Treatment patent covering Folate Binding Protein (FBP) peptide variants for use either alone or in combination with the FBP cancer vaccine, E39. The Japanese patent provides exclusivity in the country until 2022, with additional worldwide patent filings pending.

NeuVax™ U.S. Patent — We were issued a U.S. patent which provides NeuVax exclusivity for our primary NeuVax indication until 2028, not including any patent term extensions, and strengthens NeuVax intellectual property position for treating the Phase 3 target population of low-to-intermediate (IHC 1+/2+) HER2 patients.

On July 18, 2012, we announced the issuance of a key patent, originally allowed in March 2012, from the U.S. Patent and Trademark Office (USPTO) covering the use of NeuVax for inducing immunity to breast cancer recurrence in patients having low-to-intermediate IHC levels of 1+ or 2+ and a FISH rating of less than 2.0. These patients represent a significant unmet medical need, with as much as 80% of breast cancer patients who do not qualify for Herceptin® therapy.

RXI Spin-off — We completed a one-for-one RXi Pharmaceuticals stock dividend to Galena stockholders while retainining a significant equity interest in RXi, with potential to receive up to $45 million in milestone payments. With the spin-off, we effectively completed our change in strategic focus from RNAi to oncology and eliminated RNAi-related cash expenditures.

The partial spin-off of RXi was completed in April 2012.

Financial Condition

We had cash, cash equivalents and marketable securities of approximately $31.6 million as of March 11, 2013. We believe that our existing working capital should be sufficient to fund our operations through at least the second quarter of 2014. This projection is based on our current planned operations and is subject to changes in our plans and uncertainties inherent in our business, and we may need to seek to replenish our existing cash and cash equivalents sooner than we project.

We have not generated revenue to date and may not generate product revenue in the foreseeable future, if ever. We expect to incur significant operating losses as we advance our product candidates through the drug development and regulatory process. We expect to continue to devote a substantial portion of our resources to research and development programs. As a result of the costs expected to be incurred in connection with our recently commenced clinical trials of NeuVax and FBP, our research and development expense has increased significantly from historic levels. We will need to generate significant revenue to achieve profitability and might never do so. In the absence of product revenue, our potential sources of operational funding are expected to be the proceeds from equity financings, funded research and development payments and payments received under partnership and collaborative agreements. There is no guarantee that additional funding will be available to us on acceptable terms, or at all. If we fail to obtain additional funding when needed, we would be forced to scale back or terminate our operations, or to seek to merge with or to be acquired by another company.

Corporate Information

Our principal executive offices are located at 310 N. State Street, Suite 208, Lake Oswego, Oregon 97034, and our phone number is (855) 855-4253. Our website address is www.galenabiopharma.com. We do not incorporate the information on our website into this annual report, and you should not consider such information part of this annual report.

We were incorporated as Argonaut Pharmaceuticals, Inc. in Delaware on April 3, 2006 and changed our name to RXi Pharmaceuticals Corporation on November 28, 2006. On September 26, 2011, we changed the name of our company from RXi Pharmaceuticals Corporation to Galena Biopharma, Inc., as described above.

Summary of NeuVax

General

NeuVax is a cytotoxic T-cell activating, epitope-specific immunotherapy comprised of a peptide called nelipepimut-S and an immune adjuvant called GM-CSF (sargramostim). nelipepimut-S is derived from HER2, a 185-Kd transmembrane glycoprotein that is part of the epidermal growth factor (“EGF”) family of tyrosine kinases. GM-CSF is recombinant human granulocyte-macrophage colony stimulating factor, a stimulator and activator of macrophages and dendritic cells. HER2 is expressed at very low levels in a number of normal epithelial tissues but is amplified and overexpressed in many epithelial tumors. HER2/neu is key to growth of cancer and has proven to be a profitable target for such drugs as Herceptin ^® and Tykerb.

Clinical trials have shown that NeuVax boosts a pre-existing immune response found in most cancer patients. Its active component, the 9-amino acid peptide, nelipepimut-S (derived from amino acids 369-377 in the extracellular domain of the HER2 protein), is the synthetic version of an epitope recognized by cytotoxic T-lymphocytes (“CTLs”) and was originally found in tumor-infiltrating lymphocytes of breast and ovarian cancer patients. In contrast to previous clinical studies with peptides, nelipepimut-S induces a 1,000-fold increased T-cell response; typically 1-2% of circulating T-cells become reactive to the nelipepimut-S peptide. Such nelipepimut-S-reactive T-cells are therapeutically active as measured by a reduction in disease recurrence in early-stage breast cancer patients. Figure 1 below shows the 60-month follow-up data for all patients treated during the Phase 2 clinical trial, including both node positive and node negative patients, HER2 1+, 2+, and 3+ patients, as well as optimally dosed and sub-optimally dosed. The Kaplan-Meier Disease Free Survival rate improved for the patients receiving NeuVax (N=26) compared to the control group (N=44). An even greater improvement can be seen when we focus on Phase 2 patients who meet the proposed Phase 3 clinical protocols ( i.e. , node-positive, low and intermediate HER2+ expressor, optimally-dosed patients) (N=18) compared to the control (N=27). Figure 2, below, shows the 60-month follow-up data for such patients, and the results are statistically significant.

Figure 1 — Kaplan-Meier Disease-Free Survival for All Node Positive Phase 2 Patients

LOGO

Figure 2 — Kaplan-Meier Disease-Free Survival for Node-Positive Low-Expressor Optimally-Dosed Patients

LOGO

Another potential significant advantage of NeuVax is that the process to manufacture it is relatively simple and can be accomplished using standard peptide synthesis techniques and automated methods. This results in cost of goods that are potentially significantly lower than both antigen-specific and polyvalent/whole-cell vaccines, which have increasingly complex manufacturing schemes.

Along with our research collaborators, we have developed this therapy using a treatment approach that focuses on treating early-stage cancer patients with no/low tumor burden and relatively healthy immune systems compared to patients with advanced/metastatic disease. Also, we intend to use a clinical trial endpoint focused on disease recurrence and disease-free survival in its Phase 3 trial for breast cancer as the basis for conditional approval of NeuVax rather than an overall survival endpoint. In contrast, cancer vaccines to date have been evaluated in patients with advanced/metastatic disease, resulting in equivocal survival data in clinical trials and several clinical development failures.

NeuVax has been evaluated in Phase 1/2 clinical trials in early-stage breast cancer patients and a Phase 1/2 trial in prostate cancer patients at high risk for disease recurrence. On January 19, 2012, we initiated our PRESENT trial for NeuVax™ (nelipepimut-S peptide plus GM-CSF) vaccine in low-to-intermediate HER2expressing breast cancer patients (often referred to as HER2 negative) in the adjuvant setting to prevent recurrence (Clinicaltrials.gov identifier NCT01479244). The PRESENT (Prevention of Recurrence in Early-Stage, Node-Positive Breast Cancer with Low to Intermediate HER2 Expression with NeuVax Treatment) study is a randomized, multicenter, multinational clinical trial that will enroll approximately 700 breast cancer patients. The trial design has been updated to include current National Comprehensive Cancer Network (“NCCN”) guidelines and has received Special Protocol Assessment, or “SPA,” concurrence from the U.S. Food and Drug Administration, or “FDA.” Based on a previous Phase 2 trial of NeuVax that achieved its primary endpoint of disease-free survival, or “DFS,” the FDA has agreed in the SPA that the design and planned analysis of the Phase 3 PRESENT study is adequately designed to provide the necessary data that, depending upon the outcome, could support a regulatory submission for marketing approval.

In addition to breast cancer, we intend to further develop NeuVax for the treatment of prostate cancer patients at high risk for disease recurrence, as well as for other solid tumor types that express HER2.

Market Opportunity for NeuVax

NeuVax targets a significant unmet medical need and blockbuster market opportunity. There are approximately 230,000 cases of invasive breast cancer diagnosed in the United States every year, by far, the most commonly diagnosed malignancy in women. Of these women, about 70-80% test positive for HER2 (IHC 1+, 2+ or 3+), but only 20-30% of all breast cancer patients, those with HER2 3+ disease, are eligible for Herceptin ^® (trastuzumab; Roche-Genentech). Herceptin ^® revenues totaled more than $5.5 billion in 2011, with approximately $4.5 billion from U.S. sales due to its use in the adjuvant setting. NeuVax targets the remaining 50% of HER2 positive patients (HER2 1+ and 2+) who achieve remission with current standard of care, but have no available HER2 targeted adjuvant treatment options to maintain their disease-free status. Based on the Phase 3 target patient population, the target market for NeuVax is approximately 35,000-40,000 patients annually.

NeuVax Target Market

LOGO

Alliance Partners in Therapeutic Areas

We are actively seeking to leverage our technology platforms by seeking to work with pharmaceutical and biotechnology partners in the partners’ fields of interest. Our team has experience targeting genes in virtually every major therapeutic area, and based on this experience, we believe we can discover many more drug candidates by working with partners than we can develop with our own resources. We are seeking to work with partners in the discovery and development of drugs in a number of therapeutic areas.

Patents and Patent Applications

Galena exclusively licenses from the University of Texas an issued US patent covering the nelipepimut-S peptide contained in NeuVax as a composition of matter. The patent expires in 2015 and was not filed outside the US.

Galena also is actively prosecuting two patent families, including 14 pending applications, exclusively licensed from The Henry M. Jackson Foundation covering particular uses of nelipepimut-S. The first family of patents claims methods of using nelipepimut-S to induce immunity against breast cancer recurrence, and was filed the United States, Australia, Canada, China, Europe, Japan, Korea and Mexico. The applications in the United States and Mexico issued in 2012. These patents, and any patents which issue from the remaining applications, will expire in 2028, not including any patent term extensions. The second family claims methods of using nelipepimut-S in combination with trastuzumab (Herceptin ^®) as a vaccine, and was filed in the United States, Australia, Canada, Europe and Japan. The Australian application issued in 2012. This patent, and any patents which issue from the remaining applications, will expire in 2026, not including any patent term extensions.

Galena also exclusively licenses from The Henry M. Jackson Foundation a patent family covering folate binding peptide variants, including our FBP product candidate, and their use alone or combination as a vaccine. Patents have issued in the United States, Canada and Japan, and there are pending applications in the United States, Europe and Japan. Patents in this family will expire in 2022, not including patent term extensions.

License Agreements

We acquired exclusive and non-exclusive rights to develop NeuVax for the treatment of cancer by licensing key patent rights from third parties. These rights include composition of matter on nelipepimut-S, the active peptide component of NeuVax, and methods of use thereof.

The Board of Regents, University of Texas and The Henry M. Jackson Foundation

We obtained an exclusive license from the University of Texas through our Patent and Technology License Agreement with The Board of Regents of the University of Texas System (the “Texas License”). The Texas License provides an exclusive right to use the nelipepimut-S peptide in humans for therapeutic purposes, under Issued U.S. Patent No. 6,514,942, titled “Methods and Compositions for Stimulating T-lymphocytes.” This patent expires in 2015, without taking into account any patent extensions that may be available, and we do not expect to commence commercialization of NeuVax prior to 2017, if at all.

We have also secured an exclusive license to practice the inventions described in PCT Published Patent Application WO/2008/15057, titled “Vaccine for the Prevention of Breast Cancer Relapse” from The Henry M. Jackson Foundation. National applications have been filed in the United States, Australia, Canada, China, Europe, Japan, Korea and Mexico. These applications provide protection on improved methods for inducing immunity against breast cancer recurrence using the nelipepimut-S peptide as identified in clinical trials. The applications in the United States and Mexico issued in 2012. These patents, and any patents which issue from the remaining applications, will expire in 2028, not including any patent term extensions.

We also have an exclusive license from The Henry M. Jackson Foundation to practice the inventions described in PCT Published Patent Application WO/2007/030771, titled “Targeted Identification of Immunogenic Peptides”, insofar as they cover the use of nelipepimut-S in combination with trastuzumab (Herceptin ^®) as a vaccine. National applications have been filed in the United States, Australia, Canada, Europe and Japan. The Australian application issued in 2012. This patent, and any patents which issue from the remaining applications, will expire in 2026, not including any patent term extensions.

The issued United States patent and any patents that may issue from the licensed or pending patent applications will expire between 2015, for our U.S. composition of matter patent, and 2028, for other patent applications covering methods of treating cancer patients, not including any patent term extensions. In connection with the Texas License, we are obligated to pay specified milestones and royalties on sales of products covered by the licensed patents, including royalties possibly extending beyond the expiration date of a patent.

In addition, we have an exclusive license from The Henry M. Jackson Foundation to practice the inventions described in PCT Published Patent Application WO/2002/072766, titled “Induction of Tumor Immunity by Variants of Folate Binding Proteins,” covering folate binding peptide variants and their use alone or in combination as a vaccine. Patents have issued in issued in the United States, Canada and Japan, and there are pending applications in the United States, Europe and Japan. Patents in this family will expire in 2022, not including patent term extensions.

Teva Pharmaceuticals

Under the license and supply agreement, ABIC will assume responsibility for regulatory registration of NeuVax in Israel, provide financial support for local development, and commercialize the product in the region in exchange for making royalty payments to us based on future sales of NeuVax. ABIC also agrees in the license and supply agreement to purchase from us all supplies of NeuVax at a price determined according to a specified formula.

Competition

The biotechnology industry, including the cancer therapy vaccines market, is intensely competitive and involves a high degree of risk. We compete with other companies that have far greater experience and financial, research and technical resources than us. Potential competitors in the United States and worldwide are numerous and include pharmaceutical and biotechnology companies, educational institutions and research foundations, many of which have substantially greater capital resources, marketing experience, research and development staffs and facilities than us. Some of our competitors may develop and commercialize products that compete directly with those incorporating our technology, introduce products to market earlier than our products or on a more cost effective basis. We may be unable to effectively develop our technology or any other applications on a cost effective basis or otherwise. In addition, our technology may be subject to competition from other technology or methods developed using techniques other than those developed by traditional biotechnology methods. Our competitors compete with us in recruiting and retaining qualified scientific and management personnel as well as in acquiring technologies complementary to our technology. Our collaborators or we will face competition with respect to product efficacy and safety, ease of use and adaptability to various modes of administration, acceptance by physicians, the timing and scope of regulatory approvals, availability of resources, reimbursement coverage, price and patent position, including potentially dominant patent positions of others. An inability to successfully complete our product development could lead to us having limited prospects for establishing market share or generating revenues from our technology.

For patients with early stage breast cancer, adjuvant therapy is often given to prevent recurrence and increase the chance of long-term disease free survival. Adjuvant therapy for breast cancer can include chemotherapy, hormonal therapy, radiation therapy, or combinations thereof. In addition, the HER2 targeted drug trastuzumab (Herceptin®) may be given to patients with tumors with high expression of HER2 (IHC 3+), as well as other novel targets such as MUC1 which may be useful in treating breast cancer.

There are a number of cancer vaccines in development for breast cancer, including but not limited to Lapuleucel-T (Dendreon), AE-37 (Antigen Express) and Stimuvax (Merck KgA). While these development candidates are aimed at a number of different targets, and AE-37 has published data in the HER2 breast cancer patient population, there is no guarantee that any of the these compounds will not in the future be indicated for treatment of low-to-intermediate HER2 breast cancer patients and become directly competitive with NeuVax™.

Government Regulation

The United States and other developed countries extensively regulate the preclinical and clinical testing, manufacturing, labeling, storage, record-keeping, advertising, promotion, export, marketing and distribution of drugs and biologic products. The FDA regulates pharmaceutical and biologic products under the Federal Food, Drug, and Cosmetic Act, the Public Health Service Act and other federal statutes and regulations.

To obtain approval of our future product candidates from the FDA, we must, among other requirements, submit data supporting safety and efficacy for the intended indication as well as detailed information on the manufacture and composition of the product candidate. In most cases, this will require extensive laboratory tests and preclinical and clinical trials. The collection of these data, as well as the preparation of applications for review by the FDA involve significant time and expense. The FDA also may require post-marketing testing to monitor the safety and efficacy of approved products or place conditions on any approvals that could restrict the therapeutic claims and commercial applications of these products. Regulatory authorities may withdraw product approvals if we fail to comply with regulatory standards or if we encounter problems at any time following initial marketing of our products.

The first stage of the FDA approval process for a new biologic or drug involves completion of preclinical studies and the submission of the results of these studies to the FDA. These data, together with proposed clinical protocols, manufacturing information, analytical data and other information submitted to the FDA, in an IND, must become effective before human clinical trials may commence. Preclinical studies generally involve FDA regulated laboratory evaluation of product characteristics and animal studies to assess the efficacy and safety of the product candidate.

After the IND becomes effective, a company may commence human clinical trials. These are typically conducted in three sequential phases, but the phases may overlap. Phase 1 trials consist of testing the product candidate in a small number of patients or healthy volunteers, primarily for safety at one or more doses. Phase 2 trials, in addition to safety, evaluate the efficacy of the product candidate in a patient population somewhat larger than Phase 1 trials. Phase 3 trials typically involve additional testing for safety and clinical efficacy in an expanded population at multiple test sites. A company must submit to the FDA a clinical protocol, accompanied by the approval of the Institutional Review Boards at the institutions participating in the trials, prior to commencement of each clinical trial.

To obtain FDA marketing authorization, a company must submit to the FDA the results of the preclinical and clinical testing, together with, among other things, detailed information on the manufacture and composition of the product candidate, in the form of a new drug application, or NDA, or, in the case of a biologic, a biologics license application, or BLA.

The amount of time taken by the FDA for approval of an NDA or BLA will depend upon a number of factors, including whether the product candidate has received priority review, the quality of the submission and studies presented, the potential contribution that the compound will make in improving the treatment of the disease in question, and the workload at the FDA.

The FDA may, in some cases, confer upon an investigational product the status of a fast track product. A fast track product is defined as a new drug or biologic intended for the treatment of a serious or life threatening condition that demonstrates the potential to address unmet medical needs for this condition. The FDA can base approval of an NDA or BLA for a fast track product on an effect on a surrogate endpoint, or on another endpoint that is reasonably likely to predict clinical benefit. If a preliminary review of clinical data suggests that a fast track product may be effective, the FDA may initiate review of entire sections of a marketing application for a fast track product before the sponsor completes the application.

We anticipate that our products will be manufactured by our strategic partners, licensees or other third parties. Before approving an NDA or BLA, the FDA will inspect the facilities at which the product is manufactured and will not approve the product unless the manufacturing facilities are in compliance with the FDA’s current good manufacturing practice (“cGMP”), which are regulations that govern the manufacture, holding and distribution of a product. Manufacturers of biologics also must comply with the FDA’s general biological product standards. Our manufacturers also will be subject to regulation under the Occupational Safety and Health Act, the Nuclear Energy and Radiation Control Act, the Toxic Substance Control Act and the Resource Conservation and Recovery Act and other applicable environmental statutes. Following approval, the FDA periodically inspects drug and biologic manufacturing facilities to ensure continued compliance with the good manufacturing practices regulations. Our manufacturers will have to continue to comply with those requirements. Failure to comply with these requirements subjects the manufacturer to possible legal or regulatory action, such as suspension of manufacturing or recall or seizure of product. Adverse patient experiences with the product must be reported to the FDA and could result in the imposition of marketing restrictions through labeling changes or market removal. Product approvals may be withdrawn if compliance with regulatory requirements is not maintained or if problems concerning safety or efficacy of the product occur following approval.

The labeling, advertising, promotion, marketing and distribution of a drug or biologic product also must be in compliance with FDA and Federal Trade Commission requirements which include, among others, standards and regulations for off-label promotion, industry sponsored scientific and educational activities, promotional activities involving the internet, and direct-to-consumer advertising. We also will be subject to a variety of federal, state and local regulations relating to the use, handling, storage and disposal of hazardous materials, including chemicals and radioactive and biological materials. In addition, we will be subject to various laws and regulations governing laboratory practices and the experimental use of animals. In each of these areas, as above, the FDA has broad regulatory and enforcement powers, including the ability to levy fines and civil penalties, suspend or delay issuance of product approvals, seize or recall products, and deny or withdraw approvals.

We will also be subject to a variety of regulations governing clinical trials and sales of our products outside the United States. Whether or not FDA approval has been obtained, approval of a product candidate by the comparable regulatory authorities of foreign countries and regions must be obtained prior to the commencement of marketing the product in those countries. The approval process varies from one regulatory authority to another and the time may be longer or shorter than that required for FDA approval. In the European Union, Canada and Australia, regulatory requirements and approval processes are similar, in principle, to those in the United States.

Environmental Compliance

Our research and development activities involve the controlled use of potentially harmful biological materials as well as hazardous materials, chemicals and various radioactive compounds. We are subject to federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specific waste products. We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens and the handling of bio-hazardous materials. The cost of compliance with these laws and regulations could be significant and may adversely affect capital expenditures to the extent we are required to procure expensive capital equipment to meet regulatory requirements.

Human Resources

As of March 11, 2013, the company had 12 full-time employees, of whom seven were engaged in research and development and five were engaged in management, administration and finance. None of our employees are represented by a labor union or covered by a collective bargaining agreement, nor have we experienced any work stoppages.

Insurance

We currently purchase insurance policies for property and liability risks arising out of current operations.

Item 1A.

RISK FACTORS

Our business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. Any or all of our statements in this annual report and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, actual future results may vary materially from those anticipated in this annual report.

Risks Relating to Galena’s Business and Industry

We recently changed our strategic focus, and the anticipated benefits of our new strategic focus may not be realized.

You may have difficulty evaluating our business, because we acquired Apthera during 2011 and spun off RXi in 2012. Following the partial spin-off of RXi, our financial statements no longer reflect the consolidated financial condition and results of operations of RXi, and we account for our partial ownership of RXi based on the cost method of accounting. We may pursue selective acquisitions of other cancer treatments to complement or add to our existing cancer immunotherapies. For these reasons, the historical consolidated financial information incorporated by reference in this prospectus do not necessarily reflect the financial condition, results of operations or cash flows that we will achieve in the future.

There also is no assurance that we will be successful in implementing our new focus as an oncology product development and cancer treatment pipeline company.

We are largely dependent on the success of our two leading drug candidates, neither of which may receive regulatory approval or be successfully commercialized.

Our business prospects depend heavily on successfully developing and commercializing our lead product candidate, NeuVax. On May 8, 2009, we submitted an SPA for a Phase 3 clinical trial for NeuVax, but did not include required chemistry, manufacturing, and controls (“CMC”) information. In July 2009, FDA placed our IND application for a Phase 3 trial for NeuVax on partial clinical hold pending submission of the missing CMC information. We submitted the CMC information August 8, 2011, and the FDA removed the partial clinical hold on September 7, 2011, allowing us to proceed with the Phase 3 clinical trial. The FDA has agreed in the SPA for our Phase 3 PRESENT clinical trial of NeuVax that the design, resulting data, and planned analyses of the Phase 3 study support an acceptable regulatory submission for marketing approval. There is no assurance, however, that the Phase 3 study will be successful, that a single Phase 3 trial will support marketing approval, or that we will be able to obtain marketing approval for NeuVax or any other product candidate.

We currently generate no revenue from sales, and we may never be able to develop marketable products. Before they can be marketed, our products in development must be approved by the FDA or similar foreign governmental agencies. The process for obtaining FDA approval is both time-consuming and costly, with no certainty of a successful outcome. Before obtaining regulatory approval for the sale of any drug candidate, we must conduct extensive preclinical tests and clinical trials to demonstrate the safety and efficacy in humans of our product candidates. Although NeuVax has exhibited no serious adverse events (SAEs) associated with the drug in the Phase 1/2 clinical trial, further testing in our Phase 3 trial may undermine those determinations or unexpected side effects may arise. A failure of any preclinical study or clinical trial can occur at any stage of testing. The results of preclinical and initial clinical testing of these products may not necessarily indicate the results that will be obtained from later or more extensive testing. It also is possible to suffer significant setbacks in advanced clinical trials, even after obtaining promising results in earlier trials.

A number of different factors could prevent us from obtaining regulatory approval or commercializing our product candidates on a timely basis, or at all.

We, the FDA or other applicable regulatory authorities or an institutional review board, or “ IRB ,” which is an independent committee under the oversight of the United States Department of Health and Human Services, or “ HHS ,” that has been formally registered with HHS and functions to approve, monitor and review biomedical and behavioral research involving humans, may suspend clinical trials of a drug candidate at any time for various reasons, including if we or they believe the subjects or patients participating in such trials are being exposed to unacceptable health risks. Among other reasons, adverse side effects of a drug candidate on subjects or patients in a clinical trial could result in the FDA or other regulatory authorities suspending or terminating the trial and refusing to approve a particular drug candidate for any or all indications of use.

Clinical trials of a new drug candidate require the enrollment of a sufficient number of patients, including patients who are suffering from the disease the drug candidate is intended to treat and who meet other eligibility criteria. Rates of patient enrollment are affected by many factors, and delays in patient enrollment can result in increased costs and longer development times.

Clinical trials also require the review and oversight of IRBs, which approve and continually review clinical investigations and protect the rights and welfare of human subjects. An inability or delay in obtaining IRB approval could prevent or delay the initiation and completion of clinical trials, and the FDA may decide not to consider any data or information derived from a clinical investigation not subject to initial and continuing IRB review and approval.

In addition, cancer vaccines are a relatively new form of therapeutic and a very limited number of such products have received regulatory approval. Therefore, the FDA or other regulatory authority may apply standards for approval of a new cancer vaccine that is different from past experience.

Numerous factors could affect the timing, cost or outcome of our drug development efforts, including the following:

•

difficulties or delays in enrolling patients in our Phase 3 PRESENT study or Phase 2 studies of NeuVax, or our Phase 1/2 clinical trials of FBP, in conformity with required protocols or projected timelines or in our other clinical trials;

•

conditions imposed on us by the FDA, including the possibility that the FDA would require an additional Phase 3 trial of NeuVax, or comparable foreign authorities regarding the scope or design of our clinical trials;

•

difficulties or delays in arranging for third parties to conduct clinical trials of our product candidates;

•

problems in engaging IRBs to oversee trials or problems in obtaining or maintaining IRB approval of studies;

•

third-party contractors failing to comply with regulatory requirements or meet their contractual obligations to us in a timely manner;

•

our drug candidates having very different chemical and pharmacological properties in humans than in laboratory testing and interacting with human biological systems in unforeseen, ineffective or harmful ways, and the possibility that our previous Phase 2 trials were not indicative of our drug candidates’ performance in larger patient populations;

•

the need to suspend or terminate our clinical trials if the participants are being exposed to unacceptable health risks;

•

insufficient or inadequate supply or quality of our drug candidates or other necessary materials necessary to conduct our clinical trials;

•

effects of our drug candidates not being the desired effects or including undesirable side effects or the drug candidates having other unexpected characteristics;

•

negative or inconclusive results from our clinical trials or the clinical trials of others for drug candidates similar to our own or inability to generate statistically significant data confirming the efficacy of the product being tested;

•

adverse results obtained by other companies developing similar drugs;

•

modification of the drug during testing;

•

changes in the FDA’s requirements for our testing during the course of that testing; and

•

reallocation of our limited financial and other resources to other clinical programs.

It is possible that none of the product candidates that we develop will obtain the appropriate regulatory approvals necessary for us to begin selling them or that any regulatory approval to market a product may be subject to limitations on the indicated uses for which we may market the product. The time required to obtain FDA and other approvals is unpredictable but often can take years

following the commencement of clinical trials, depending upon the complexity of the drug candidate. Any analysis we perform of data from clinical activities is subject to confirmation and interpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. Any delay or failure in obtaining required approvals could have a material adverse effect on our ability to generate revenue from the particular drug candidate.

We are also subject to numerous foreign regulatory requirements governing the conduct of clinical trials, manufacturing and marketing authorization, pricing and third-party reimbursement. The foreign regulatory approval process includes all of the risks associated with the FDA approval described above as well as risks attributable to the satisfaction of local regulations in foreign jurisdictions. Approval by the FDA does not assure approval by regulatory authorities outside of the United States.

We experienced interruptions in the supply of a NeuVax component that delayed patient enrollment in our Phase 3 PRESENT trial of NeuVax, and we will continue to be dependent upon the sole source of supply of this component.

We do not have the facilities or expertise to manufacture supplies of any of our potential product candidates for clinical trials. Accordingly, we will be dependent upon contract manufacturers for these supplies. There can be no assurance that we will be able to secure needed supply arrangements on attractive terms, or at all. Our failure to secure these arrangements as needed could have a materially adverse effect on our ability to complete the development of our product candidates or, if we obtain regulatory approval for our product candidates, to commercialize them.

Our current plans call for the manufacture of our compounds by contract manufacturers offering research grade, Good Laboratory grade and Good Manufacturing Practices grade materials for preclinical studies (e.g., toxicology studies) and for clinical use. Certain of our product candidates are complex molecules requiring many synthesis steps, which may lead to challenges with purification and scale-up. These challenges could result in increased costs and delays in manufacturing.

NeuVax is administered in combination with Leukine^®, a “ GM-CSF “ available in both liquid and lyopholyzed forms exclusively from Genzyme Corporation, or “ Genzyme,” a subsidiary of Sanofi-Aventis. Until mid-2012, we utilized liquid Leukine^® only in the administration of NeuVax. In June 2012, however, Genzyme recalled all liquid Leukine^® without explanation, and we began incorporating lyopholyzed Leukine^® as another option in addition to liquid Leukine^® in the administration of NeuVax at our Phase 3 PRESENT study sites in the U.S. as permitted by the FDA. We believe our current supply of lyopholyzed GM-CSF is adequate for the completion of our Phase 3 PRESENT trial.

Lyopholyzed Leukine^® is approved for sale only in the U.S., and we must obtain foreign regulatory approval in order to utilize lyopholyzed Leukine^® at sites outside the U.S. The regulatory approval process resulted in delays in the planned enrollment of patients at foreign sites for our Phase 3 PRESENT trial, and it is possible that we will be unable to obtain the necessary approvals to use lyopholyzed Leukine^® at one or more of these foreign sites. Any extended delay or failure in obtaining the necessary approvals could have a material adverse effect on patient enrollment at these sites or the timing of the interim analysis or primary endpoint of our Phase 3 PRESENT trial.

We will continue to be dependent on Genzyme by us for our supply of Leukine^® in connection with the ongoing NeuVax trials and the eventual commercial manufacture of NeuVax. Any future interruptions in the availability of Leukine^® , or any determination by us to change the GM-CSF used with NeuVax, may have a material adverse effect on our NeuVax trials and any commercialization of NeuVax.

We may not be able to establish or maintain the third-party relationships that are necessary to develop or potentially commercialize some or all of our product candidates.

We expect to depend on collaborators, partners, licensees, clinical research organizations and other third parties to support our discovery efforts, to formulate product candidates, to manufacture our product candidates, and to conduct clinical trials for some or all of our product candidates. We cannot guarantee that we will be able to successfully negotiate agreements for or maintain relationships with collaborators, partners, licensees, clinical investigators, vendors and other third parties on favorable terms, if at all. Our ability to successfully negotiate such agreements will depend on, among other things, potential partners’ evaluation of the superiority of our technology over competing technologies and the quality of the preclinical and clinical data that we have generated, and the perceived risks specific to developing our product candidates. If we are unable to obtain or maintain these agreements, we may not be able to clinically develop, formulate, manufacture, obtain regulatory approvals for or commercialize our product candidates. Under certain license agreements that we have already entered into, we have minimum dollar amounts per year that we are obligated to spend on the development of the technology we have licensed from our contract partners and other obligations to maintain certain licenses. If we fail to meet this requirement under any of our licenses that contain such requirements or any other obligations under these licenses, we may be in breach of our obligations under such agreement, which may result in the loss of the technology licensed. We cannot necessarily control the amount or timing of resources that our contract partners will devote to our research and development programs, product candidates or potential product candidates, and we cannot guarantee that these parties will fulfill their obligations to us under these arrangements in a timely fashion. We may not be able to readily terminate any such agreements with contract partners even if such contract partners do not fulfill their obligations to us.

In addition, we may receive notices from third parties from time to time alleging that our technology or product candidates infringe upon the intellectual property rights of those third parties. Any assertion by third parties that our activities or product candidates infringe upon their intellectual property rights may adversely affect our ability to secure strategic partners or licensees for our technology or product candidates or our ability to secure or maintain manufacturers for our compounds.

Even if we obtain regulatory approvals, our marketed drugs will be subject to ongoing regulatory review. If we fail to comply with ongoing regulatory requirements, we could lose our approvals to market drugs and our business would be materially adversely affected.

Following regulatory approval of any drugs we may develop, we will remain subject to continuing regulatory review, including the review of adverse drug experiences and clinical results that are reported after our drug products are made available to patients. This would include results from any post marketing tests or vigilance required as a condition of approval. The manufacturer and manufacturing facilities we use to make any of our drug products will also be subject to periodic review and inspection by the FDA.

The discovery of any new or previously unknown problems with the product, manufacturer or facility may result in restrictions on the drug or manufacturer or facility, including withdrawal of the drug from the market. We would continue to be subject to the FDA requirements governing the labeling, packaging, storage, advertising, promotion, recordkeeping, and submission of safety and other post-market information for all of our product candidates, even those that the FDA had approved. If we fail to comply with applicable continuing regulatory requirements, we may be subject to fines, suspension or withdrawal of regulatory approval, product recalls and seizures, operating restrictions and other adverse consequences.

Even if we receive regulatory approval to market our product candidates, our product candidates may not be accepted commercially, which may prevent us from becoming profitable.

NeuVax and our other cancer-targeted product candidates may not achieve market acceptance. Factors that we believe will materially affect market acceptance of our product candidates include:

•

timing of our receipt of any marketing approvals, the terms of any approvals and the countries in which approvals are obtained;

•

safety, efficacy and ease of administration of our product candidates;

•

advantages of our product candidates over those of our competitors;

•

willingness of patients to accept relatively new therapies;

•

success of our physician education programs;

•

availability of government and third-party payor reimbursement;

•

pricing of our products, particularly as compared to alternative treatments; and

•

availability of effective alternative treatments and the relative risks and/or benefits of the treatments.

We will be subject to competition and may not be able to compete successfully.

For patients with early stage breast cancer, adjuvant therapy is often given to prevent recurrence and increase the chance of long-term disease free survival. Adjuvant therapy for breast cancer can include chemotherapy, hormonal therapy, radiation therapy, or combinations thereof. In addition, the HER2 targeted drug trastuzumab (Herceptin^®) may be given to patients with tumors with high expression of HER2 (IHC 3+), as well as other novel targets such as MUCI which may be useful in treating breast cancer.

There are a number of cancer vaccines in development for breast cancer, including but not limited to Lapuleucel-T (Dendreon), AE-37 (Antigen Express) and Stimuvax (Merck KgA). While these development candidates are aimed at a number of different targets, and AE-37 has published data in the HER2 breast cancer patient population, there is no guarantee that any of the these compounds will not in the future be indicated for treatment of low to intermediate HER2 breast cancer patients and become directly competitive with NeuVax.

We are dependent on technologies we license, and if we lose the right to license such technologies or we fail to license new technologies in the future, our ability to develop new products would be harmed.

We currently are dependent on licenses from third parties for technologies relating to our product candidates. Our current licenses impose, and any future licenses we enter into are likely to impose, various development, funding, royalty, diligence, sublicensing, insurance and other obligations on us. If our license with respect to any of these technologies is terminated for any reason, the development of the products contemplated by the licenses would be delayed, or suspended altogether, while we seek to license similar technology or develop new non-infringing technology. The costs of obtaining new licenses are high.

We may be unable to protect our intellectual property rights licensed from others parties, our intellectual property rights may be inadequate to prevent third parties from using our technologies or developing competing products, and we may need to license additional intellectual property from others.

In addition to our licenses, we also rely on copyright and trademark protection, trade secrets, know-how, continuing technological innovation and licensing opportunities. In an effort to maintain the confidentiality and ownership of our trade secrets and proprietary information, we require our employees, consultants, advisors and others to whom we disclose confidential information to execute confidentiality and proprietary information agreements. However, it is possible that these agreements may be breached, invalidated or rendered unenforceable, and if so, there may not be an adequate corrective remedy available. Furthermore, like many companies in our industry, we may from time to time hire scientific personnel formerly employed by other companies involved in one or more areas similar to the activities we conduct. In some situations, our confidentiality and proprietary information agreements may conflict with, or be subject to, the rights of third parties with whom our employees, consultants or advisors have prior employment or consulting relationships. Although we require our employees and consultants to maintain the confidentiality of all confidential information of previous employers, we may be subject to allegations of trade secret misappropriation or other similar claims as a result of our employees’ or consultants’ prior affiliations. Finally, others may independently develop substantially equivalent proprietary information and techniques, or otherwise gain access to our trade secrets. Our failure to protect our proprietary information and techniques may inhibit or limit our ability to exclude certain competitors from the market and execute our business strategies.

Our success depends upon our ability to obtain and maintain intellectual property protection for our products and technologies.

Our success will depend on our ability to obtain and maintain adequate protection of our intellectual property covering our product candidates and technologies. The ultimate degree of patent protection that will be afforded to biotechnology products and processes, including ours, in the United States and in other important markets remains uncertain and is dependent upon the scope of protection decided upon by the patent offices, courts and lawmakers in these countries. There is no certainty that our existing patents, or patent applications if obtained, will afford us substantial protection or commercial benefit. Similarly, there is no assurance that our pending patent applications or patent applications licensed from third parties will ultimately be granted as patents or that those patents that have been issued or are issued in the future will stand if they are challenged in court.

There is a risk that the products incorporating our NeuVax peptide-based immunotherapy technology or otherwise marketed by us might infringe the patent, trademark or other intellectual property rights of third parties, and there may be patent or other intellectual property rights belonging to others that require us to alter our products, pay licensing fees or cease certain activities. If our products infringe patent or other intellectual property rights of others, the owners of those rights could bring legal actions against us claiming damages and seeking to enjoin manufacture, use, marketing and sales of the affected products. If these legal actions are successful, in addition to any potential liability for damages, we could be required to obtain a license in order to continue to manufacture or market the affected products. We may not prevail in any action brought against us, and any license required under any rights that we infringe may not be available on acceptable terms or at all. Others may attempt to invalidate our intellectual property rights or those of our licensors. Even if our rights, or those of our licensors, are not directly challenged, disputes among third parties could lead to the weakening or invalidation of our intellectual property rights. Any attempt by third parties to undermine or invalidate our intellectual property rights could be costly to defend, require significant time and attention of our management and have a material adverse effect on our business.

If we are unable to obtain regulatory exclusivity for NeuVax, our business would be adversely affected and such exclusivity may not provide sufficient protection to prevent competitors from entering our markets.

We have issued U.S. composition of matter and use patents and have applied for patents in certain foreign jurisdictions covering our NeuVax product candidate. Because our intellectual property rights to the composition of matter of NeuVax will expire prior to any expected commercialization of NeuVax, we will rely upon our use patent and upon data exclusivity provided under the Federal Food, Drug, and Cosmetic Act and similar laws in other countries and, to a lesser extent, on orphan drug designation, if granted for NeuVax.

We also anticipate that NeuVax will qualify for 12 years of data exclusivity, and thus other companies would be prevented from using our clinical data to support their application for regulatory approval, under the Patient Protection and Affordable Care Act; however, there can be no assurance that the 12 years of exclusivity provided for under the Patient Protection and Affordable Care Act will remain in effect, or that NeuVax will meet the qualifications of a “biological product” to receive the specified period of exclusivity.

We are preparing to apply for Orphan Drug status for NeuVax that, if granted, could provide seven years or ten years of market exclusivity in the United States or the European Union, respectively. However, there is no assurance that the FDA or the European Medicines Agency, or “ EMEA,” will approve our Orphan Drug Application. While the orphan drug designation for NeuVax, if granted, will provide seven years of market exclusivity in the United States, we will not be able to exclude other companies from receiving market approval for the designated orphan indication beyond that timeframe. Even if we have orphan drug designation for a particular drug indication, we cannot guarantee that another company also holding orphan drug designation will not receive FDA approval for the same indication before we do. If that were to happen, our applications for that indication may not be approved until the competing company’s seven-year period of exclusivity expired. Even if we are the first to obtain FDA approval for an orphan drug indication, there are circumstances under which a competing product may be approved for the same indication during our seven-year period of marketing exclusivity, such as if the later product is shown to be clinically superior to the orphan product. Further, the seven-year marketing exclusivity would not prevent competitors from obtaining approval of the same compound for other indications or the use of other types of drugs for the same use as the orphan drug. In addition, data exclusivity does not prevent another company from completing its own clinical trials with NeuVax and obtaining regulatory approval for the same indication for which NeuVax may be approved. Consequently, we may not be able to prevent competitors from entering the market prior to the end of any applicable data exclusivity period. If we are not able to prevent competitors from entering the market with a similar product to NeuVax, our ability to achieve profits from sales of NeuVax will be dramatically limited.

We are subject to potential liabilities from clinical testing and future product liability claims.

If any of our future products are alleged to be defective, they may expose us to claims for personal injury by patients in clinical trials of our products. If our products are approved by the FDA, users may claim that such products caused adverse effects. We will seek to obtain clinical trial insurance for clinical trials that we conduct, as well as liability insurance for any products that we market. There can be no assurance that we will be able to obtain insurance in the amounts we seek, or at all. We anticipate that licensees who develop our products will carry liability insurance covering the clinical testing and marketing of those products. There is no assurance, however, that any insurance maintained by us or our licensees will prove adequate in the event of a claim against us. Even if claims asserted against us are unsuccessful, they may divert management’s attention from our operations and we may have to incur substantial costs to defend such claims.

Any drugs we develop may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives, which could have a material adverse effect on our business.

We intend to sell our products primarily to hospitals, oncologists and clinics which receive reimbursement for the health care services they provide to their patients from third-party payors, such as Medicare, Medicaid and other domestic and international government programs, private insurance plans and managed care programs. Most third-party payors may deny reimbursement if they determine that a medical product was not used in accordance with cost-effective treatment methods, as determined by the third-party payor, was used for an unapproved indication or if they believe the cost of the product outweighs its benefits. Third-party payors also may refuse to reimburse for experimental procedures and devices. Furthermore, because our programs are still in development, we are unable at this time to determine their cost-effectiveness and the level or method of reimbursement for them. Increasingly, the third-party payors who reimburse patients are requiring that drug companies provide them with predetermined discounts from list prices, and are challenging the prices charged for medical products. If the price we are able to charge for any products we develop is inadequate in light of our development and other costs, our profitability could be adversely affected.

We currently expect that any drugs we develop may need to be administered under the supervision of a physician. Under currently applicable law, drugs that are not usually self-administered may be eligible for coverage by the Medicare program if:

•

they are “incidental” to a physician’s services;

•

they are “reasonable and necessary” for the diagnosis or treatment of the illness or injury for which they are administered according to accepted standard of medical practice;

•

they are not excluded as immunizations; and

•

they have been approved by the FDA.

Insurers may refuse to provide insurance coverage for newly approved drugs, or insurance coverage may be delayed or be more limited than the purpose for which the drugs are approved by the FDA. Moreover, eligibility for insurance coverage does not imply that any drug will be reimbursed in all cases or at a rate that covers our costs, including research, development, manufacture, sale and distribution. Interim payments for new drugs, if applicable, may also not be sufficient to cover our costs and may not be made permanent. Reimbursement may be based on payments for other services and may reflect budgetary constraints or imperfections in Medicare data. Net prices for drugs may be reduced by mandatory discounts or rebates required by government health care programs or private payors and by any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold at lower prices than in the United States. Third-party payors often rely upon Medicare coverage policy and payment limitations in setting their own reimbursement rates. Our inability to promptly obtain coverage and profitable reimbursement rates from both government-funded and private payors for new drugs that we develop could have a material adverse effect on our operating results, our ability to raise capital needed to develop products, and our overall financial condition.

Additionally, third-party payors are increasingly attempting to contain health care costs by limiting both coverage and the level of reimbursement for medical products and services. Levels of reimbursement may decrease in the future, and future legislation, regulation or reimbursement policies of third-party payors may adversely affect the demand for and price levels of our products. If our customers are not reimbursed for our products, they may reduce or discontinue purchases of our products, which could have a material adverse effect on our business, financial condition and results of operations.

Comprehensive health care reform legislation, which was recently adopted by Congress and was subsequently signed into law, could adversely affect our business and financial condition. Among other provisions, the legislation provides that a “biosimilar” product may be approved by the FDA on the basis of analytical tests and certain clinical studies demonstrating that such product is highly similar to an existing, approved product and that switching between an existing product and the biosimilar product will not result in diminished safety or efficacy. This abbreviated regulatory approval process may result in increased competition if we are able to bring a product to market. The legislation also includes more stringent compliance programs for companies in various sectors of the life sciences industry with which we may need to comply and enhanced penalties for non-compliance with the new health care regulations. Complying with new regulations may divert management resources, and inadvertent failure to comply with new regulations may result in penalties being imposed on us.

Some states and localities have established drug importation programs for their citizens, and federal drug import legislation has been introduced in Congress. The Medicare Prescription Drug Plan legislation, which became law in December 2003, required the Secretary of Health and Human Services to promulgate regulations for drug reimportation from Canada into the United States under some circumstances, including when the drugs are sold at a lower price than in the United States. The Secretary, however, retained the discretion not to implement a

drug reimportation plan if he finds that the benefits do not outweigh the costs, and has so far declined to approve a reimportation plan. Proponents of drug reimportation may attempt to pass legislation that would directly allow reimportation under certain circumstances. Legislation or regulations allowing the reimportation of drugs, if enacted, could decrease the price we receive for any products that we may develop and adversely affect our future revenues and prospects for profitability.

If our new management team is not effective or if we fail to attract, hire and retain qualified personnel, we may not be able to design, develop, market or sell our products or successfully manage our business.

Our business prospects are dependent on our management team. The loss of Dr. Ahn, our President and Chief Executive Officer, or our other executive officers, or our inability to identify, attract, retain and integrate additional qualified key personnel, could make it difficult for us to manage our business successfully and achieve our business objectives.

Competition for skilled research, product development, regulatory and technical personnel also is intense, and we may not be able to recruit and retain the personnel we need. The loss of the services of any key research, product development, regulatory, and technical personnel, or our inability to hire new personnel with the requisite skills, could restrict our ability to develop our product candidates.

We use biological and hazardous materials, and we may be liable for any contamination or injury we cause.

Our research and development activities involve the controlled use of potentially harmful biological materials as well as hazardous materials, chemicals and various radioactive compounds. We cannot completely eliminate the risk of accidental contamination or injury; we may be liable for any damages that result, and any liability could exceed our resources.

We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to blood-borne pathogens and the handling of biohazardous materials. We maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of these materials. State laws mandate the limits of our workers’ compensation insurance, and our workers’ compensation liability is capped at these state-mandated limits. We do not maintain insurance for environmental liability or toxic tort claims that may be asserted against us in connection with our storage or disposal of biological, hazardous or radioactive materials. Additional federal, state and local laws and regulations affecting our operations may be adopted in the future. We may incur substantial costs to comply with, and substantial fines or penalties if we violate any of these laws or regulations.

Risks Relating To Our Financial Position and Capital Requirements

We may not be able to obtain sufficient financing, and may not be able to develop our product candidates.

We believe that our existing cash, cash equivalents and other working capital should be sufficient to fund our operations through at least the second quarter of 2014. This projection is based on our current planned operations and is subject to changes in our plans and uncertainties inherent in our business, and we may need to seek to replenish our existing cash and cash equivalents sooner than we project. In the future, we will be dependent on obtaining further financing from third parties in order to maintain our operations and to meet our financial obligations. We cannot assure that additional funding to maintain our operations and to meet our obligations to our licensors will be available to us in the future on acceptable terms, or at all. If we fail to obtain additional funding when needed, we would be forced to scale back, or terminate, our operations, or to seek to merge with or to be acquired by another company.

We anticipate that we will need to raise substantial amounts of money to fund a variety of future activities integral to the development of our business, which may include but are not limited to the following:

•

to conduct our Phase 3 PRESENT clinical trial of NeuVax, our Phase 1/2 clinical trials of FBP and our planned Phase 2 trial of NeuVax in combination with Herceptin ^® ;

•

to obtain regulatory approval for our product candidates;

•

to file and prosecute patent applications and to defend and assess patents to protect our technologies;

•

to retain qualified employees, particularly in light of intense competition for qualified scientists;

•

to manufacture products ourselves or through third parties;

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to market our products, either through building our own sales and distribution capabilities or relying on third parties; and

•

to acquire new technologies, licenses, products or companies;

We cannot assure you that any financing needed for the development of our business will be available to us on acceptable terms or at all. If we cannot obtain additional financing in the future, our operations may be restricted and we may ultimately be unable to continue to develop and potentially commercialize our product candidates.

We expect to continue to incur significant research and development expenses, which may make it difficult for us to attain profitability, and may lead to uncertainty about or as to our ability to continue as a going concern.

Substantial funds were expended to develop our technologies and product candidates, and additional substantial funds will be required for further preclinical testing and clinical trials of our product candidates, and to manufacture and market any products that are approved for commercial sale. Because the successful development of our products is uncertain, we are unable to precisely estimate the actual funds we will require to develop and potentially commercialize them. In addition, we may not be able to generate enough revenue, even if we are able to commercialize any of our product candidates, to become profitable.

In the event that we are unable to achieve or sustain profitability or to secure additional financing, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to continue as a going concern. Any such inability to continue as a going concern may result in our common stock holders losing their entire investment. There is no guaranty that we will become profitable or secure additional financing. Our financial statements contemplate that we will continue as a going concern and do not contain any adjustments that might result if we were unable to continue as a going concern. Changes in our operating plans, our existing and anticipated working capital needs, the acceleration or modification of our expansion plans, increased expenses, potential acquisitions or other events will all affect our ability to continue as a going concern. Future financing may be obtained through, and future development efforts may be paid for by, the issuance of debt or equity, which may have an adverse effect on our security holders or may otherwise adversely affect our business.

If we raise funds through the issuance of debt or equity, any debt securities or preferred stock issued will have rights, preferences and privileges senior to those of holders of our common stock in the event of a liquidation. In such event, there is a possibility that once all senior claims are settled, there may be no assets remaining to pay out to the holders of common stock. In addition, if we raise funds through the issuance of additional equity, whether through private placements or additional public offerings, such an issuance would dilute your ownership in us.

The terms of debt securities may also impose restrictions on our operations, which may include limiting our ability to incur additional indebtedness, to pay dividends on or repurchase our capital stock, or to make certain acquisitions or investments. In addition, we may be subject to covenants requiring us to satisfy certain financial tests and ratios, and our ability to satisfy such covenants may be affected by events outside of our control.

You may have difficulty evaluating our business, because we have a limited history and our historical financial information may not be representative of our future results.

We have limited operating experience and may not be able to effectively operate.

We are a development-stage company with limited operating history conducting oncology drug programs. We will focus on developing and, if we obtain regulatory approval, commercializing our product candidates, and there is no assurance that we will be successful. There is no assurance that we will be able to manage our business effectively, or that we will be able to identify, hire and retain any needed additional management or scientific personnel to develop and implement our product development plans, obtain third-party contracts or any needed financing or achieve our other business objectives.

We may be unable to comply with our reporting and other requirements under federal securities laws.

As a publicly traded company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” and the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act.” In addition, the Exchange Act requires that we file annual, quarterly and current reports. Our failure to prepare and disclose this information in a timely manner could subject us to penalties under federal securities laws, expose us to lawsuits and restrict our ability to access financing. The Sarbanes-Oxley Act requires that we, among other things, establish and maintain effective internal controls and procedures for financial reporting. From time to time we evaluate our existing internal controls in light of the standards adopted by the Public company Accounting Oversight Board. It is possible that we or our independent registered public accounting firm may identify significant deficiencies or material weaknesses in our internal control over financial reporting in the future. Any failure or difficulties in implementing and maintaining these controls could cause us to fail to meet the periodic reporting obligations or result in material misstatements in our financial statements.

Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal control over financial reporting. Our failure to satisfy the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could have a material adverse effect on our business and our common stock.

We have no control over RXi.

We currently own approximately 33 million shares of common stock of RXi, or approximately 10% of the outstanding RXi common shares, but have no control over RXi’s management or operations. RXi has its own board of directors and management, who are responsible for the affairs and policies of RXi and its development plans. The directors, management and other security holders of RXi may have interests that are different from ours, and RXi may engage in actions in connection with its business and operations that we believe are not in our best interests. We have agreed with RXi not to sell or dispose of any of our RXi shares for a one-year period ending April 27, 2013.

The value of our ownership interest in RXi will depend on RXi’s success in developing and commercializing products developed based upon its RNAi technologies, which activities are subject to significant risks and uncertainties described in RXi’s filings with the SEC, and there may not be a market to sell our RXi shares at the trading price, if at all.

Risks Relating to Ownership of Our Common Stock

The market price and trading volume of our common stock may be volatile.

The market price of our common stock has exhibited substantial volatility recently. Between January 1, 2012 and December 31, 2012, the sale price of our common stock as reported on The NASDAQ Capital Market ranged from a low of $0.43 to a high of $3.54. The market price of our common stock could continue to fluctuate significantly for many reasons, including the following factors:

•

reports of the results of our clinical trials regarding the safety or efficacy of our product candidates and surrogate markers;

•

announcements of regulatory developments or technological innovations by us or our competitors;

•

announcements of business or strategic transactions;

•

changes in our relationship with our licensors and other strategic partners;

•

our quarterly operating results;

•

developments in patent or other technology ownership rights;

•

public concern regarding the safety of our products;

•

additional funds may not be available on terms that are favorable to us and, in the case of equity financings, may result in dilution to our stock holders;

•

government regulation of drug pricing; and

•

general changes in the economy, the financial markets or the pharmaceutical or biotechnology industries.

In addition, factors beyond our control may also have an impact on the price of our stock. For example, to the extent that other large companies within our industry experience declines in their stock price, our stock price may decline as well. In addition, when the market price of a company’s common stock drops significantly, security holders often institute securities class action lawsuits against the company. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources.

In conjunction with our acquisition of Apthera, we issued to the former Apthera shareholders contingent value rights entitling them to future payments of a total of up to $32 million of contingent consideration based on the achievement of specified development and commercial milestones relating to NeuVax™. In February 2012, we issued at a price per share of $0.76 to the holders of contingent value rights a total of 1,315,789 shares of our common stock in payment of the first $1 million of contingent consideration. At our option, we may make future payments of the contingent consideration, if and when due, including $1 million expected to become due in 2013, in either cash or in shares of our common stock valued for this purpose at the market price of our common stock when the contingent consideration becomes payable. We may determine to pay contingent consideration in shares of our common stock rather than cash, depending upon our cash and cash requirements, the market price of our common stock at the time and other relevant factors. To the extent we pay any future contingent consideration in shares of our common stock, it would have a dilutive effect on our stockholders.

To the extent we choose to pay any contingent consideration in shares of our common stock, we will be obliged to file a registration statement with the SEC covering the resale of such shares by the contingent value rights holders. We cannot predict if future issuances or sales of our common stock issued to our contingent value rights holders, or the availability of our common stock for issuance or sale, will harm the market price of our common stock or our ability to raise capital.

Future sales of substantial amounts of our common stock, or the possibility that such sales could occur, could adversely affect the market price of our common stock.

Substantial issuances or sales of our common stock, including shares offered hereby or shares issued upon exercise of our outstanding options, in the public market, or the perception by the market that these issuances or sales could occur, could lower the market price of our common stock or make it difficult for us to raise additional capital. As of March 11, 2013, we had 83,067,652 shares of common stock issued and outstanding. Substantially all of these shares are available for public sale, subject in some cases to volume and other limitations or delivery of a prospectus.

As of March 11, 2013, we had reserved for issuance 9,372,283 shares of our common stock issuable upon the exercise of outstanding stock options at a weighted-average exercise price of $2.25 per share. Subject to applicable vesting requirements, upon exercise of these options, the underlying shares may be resold into the public market. In the case of outstanding options that have exercise prices that are below the market price of our common stock from time to time, our stockholders would experience dilution.

We cannot predict if future issuances or sales of our common stock issued to our contingent value rights holders, or the availability of our common stock for issuance or sale, will harm the market price of our common stock or our ability to raise capital.

Our warrants may result in dilution to our stockholders.

Our March 2011 and April 2011 warrants to purchase a total of 3,207,000 shares of common stock at a current exercise price of $0.65 per share contain so-called full-ratchet anti-dilution provisions. Our March 2010 and December 2012 warrants to purchase a total of 7,938,000 shares of common stock at current exercise prices of $2.20 per share and $1.90 per share, respectively, contain so-called weighted-average anti-dilution provisions. These anti-dilution provisions will be triggered upon an issuance by us of shares of our common stock or common stock equivalents at a price per share below the then-exercise price of the warrants, subject to some exceptions.

To the extent that these anti-dilution provisions are triggered in the future, we would be required to reduce the exercise price of all the warrants on either a full-ratchet or weighted-average basis, which would have a dilutive effect on our stockholders at the time.

We may issue preferred stock in the future, and the terms of the preferred stock may reduce the value of our common stock.

We are authorized to issue up to 5,000,000 shares of preferred stock in one or more series. Our board of directors may determine the terms of future preferred stock offerings without further action by our stockholders. If we issue preferred stock, it could affect your rights or reduce the market value of our outstanding common stock. In particular, specific rights granted to future holders of preferred stock may include voting rights, preferences as to dividends and liquidation, conversion and redemption rights, sinking fund provisions, and restrictions on our ability to merge with or sell our assets to a third party.

We have never declared or paid cash dividends on our capital stock and we do not anticipate paying cash dividends in the foreseeable future.

Our business requires significant funding. We currently plan to invest all available funds and future earnings in the development and growth of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future. As a result, capital appreciation, if any, of our common stock will be our stockholders’ sole source of potential gain for the foreseeable future.

Anti-takeover provisions of our certificate of incorporation and by-laws and provisions of Delaware law could delay or prevent a change of control that you may favor.

Anti-takeover provisions of our certificate of incorporation and by-laws and provisions of Delaware law may discourage, delay or prevent a merger or other change of control that security holders may consider favorable, or may impede the ability of the holders of our common stock to change our management. These provisions of our certificate of incorporation and by-laws, among other things:

•

divide our board of directors into three classes, with members of each class to be elected for staggered three-year terms;

•

limit the right of security holders to remove directors;

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regulate how security holders may present proposals or nominate directors for election at annual meetings of security holders; and

•

authorize our board of directors to issue preferred stock in one or more series, without stockholder approval.

In addition, Section 203 of the Delaware General Corporation Law provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% of the outstanding voting stock of a Delaware corporation such as our company shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares for a three-year period following the date on which that person or its affiliate crosses the 15% stock ownership threshold. Section 203 could operate to delay or prevent a change of control of our company.

Item 1B.

UNRESOLVED STAFF COMMENTS

None.

Item 2.

PROPERTIES

On July 18, 2011, we entered into a lease with LO 138, LLC for our facility located at 310 N. State Street, Suite 208, Lake Oswego, Oregon. The facility is approximately 2,100 square feet and is used for our general and administrative offices. The monthly rent is approximately $3,200.

We believe that our facilities are suitable for our current needs.

Item 3.

LEGAL PROCEEDINGS

Not applicable.

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II.

Item 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is listed on The NASDAQ Capital Market under the symbol “GALE ” The following table shows the high and low per-share sale prices of our common stock for the periods indicated:


	High		Low
2011
First Quarter	$	2.65	$	1.10
Second Quarter		1.65		0.73
Third Quarter		1.48		0.61
Fourth Quarter		1.01		0.36
2012
First Quarter	$	3.54	$	0.43
Second Quarter		2.24		1.04
Third Quarter		2.30		1.45
Fourth Quarter		2.43		1.23

Holders

As of March 1, 2013, there were approximately 659 holders of record of our common stock. Because many of our shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of individual stockholders represented by these holders of record.

Dividends

We have never paid any cash dividends and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We expect to retain future earnings, if any, for use in our development activities and the operation of our business. The payment of any future dividends will be subject to the discretion of our board of directors and will depend, among other things, upon our results of operations, financial condition, cash requirements, prospects and other factors that our board of directors may deem relevant. Additionally, our ability to pay future dividends may be restricted by the terms of any debt financing.

Equity Compensation Plans

The following table sets forth certain information as of December 31, 2012, regarding securities authorized for issuance under our equity compensation plans:


	(a)		(b)		Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights
Equity compensation plans approved by our security holders:
Amended and Restated 2007 Incentive Plan		7,672,384	$	2.54		3,702,336
Equity compensation plans not approved by our security holders:
Employee Stock Purchase Plan		NA		NA		809,023
Outstanding warrants (1)		1,092,500		3.58		—


Total		8,764,884	$	2.67		4,511,359

(1)	The warrants shown were issued in discreet transactions from time to time as compensation for services rendered by consultants, advisors or other third parties, and do not include warrants sold in private placement or public offering transactions. The material

terms of such warrants were determined based upon arm’s-length negotiations with the services providers. The warrant exercise prices approximated the market price of our common stock at or about the date of grant, and the warrant terms range from three to ten years from the grant date.

Performance Graph

Because we are transitioning from smaller reporting company status, we are not yet required to provide this information.

Recent Sales of Unregistered Securities

Set forth below is information regarding any unregistered sales by us of common stock, preferred stock, options and warrants during the period covered by this annual report that were not previously reported by us in a Quarterly Report on Form 10-Q or Current Report on Form 8-K:

Preferred Stock

None.

Common Stock

None.

Common Stock Options and Warrants

None.

Item 6.

SELECTED FINANCIAL DATA

Because we are transitioning from smaller reporting company status, we are not yet required to provide this information.

Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with the consolidated financial statements and the notes to consolidated financial statements included elsewhere in this annual report. This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For a discussion of indicators of forward-looking statements and specific important factors that could cause actual results to differ materially from those contained in forward-looking statements, see “Risk Factors” under Part I — Item 1A of this annual report. This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section should be read and interpreted in light of such factors. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed below and elsewhere in this annual report.

You may have difficulty evaluating our business, because we completed a partial spin off RXi on April 26, 2012. Since the partial spin-off, our financial statements have no longer reflected the consolidated financial condition and results of operations of RXi, and we have accounted for our partial ownership of RXi based on the cost method of accounting. For these reasons, the historical consolidated financial information included in this annual report do not necessarily reflect the financial condition, results of operations or cash flows that we will achieve in the future.

Background on the Company and Recent Change in Strategic Focus

Our lead product candidate, NeuVax™ (nelipepimut-S) is the immmunodominant nonapeptide derived from the extracellular domain of the HER2 (Human Epidermal Growth Factor Receptor 2) protein, a well-established target for therapeutic intervention in breast cancer. The nelipepimut sequence stimulates specific CD8+ cytotoxic T lymphocytes, or “CTLs,” following binding to HLA-A2/A3 molecules on antigen presenting cells, or “APC.” These activated specific CTLs recognize, neutralize and destroy through cell lysis HER2 expressing cancer cells, including occult cancer cells and micrometastatic foci. The nelipepimut immune response can also generate CTLs to other immunogenic peptides through inter- and intra-antigenic epitope spreading. Based on a successful Phase 2 trial, the U.S. Food and Drug Administration, or “FDA,” granted NeuVax™ a Special Protocol Assessment, or “SPA,” for its Phase 3 PRESENT (Prevention of Recurrence in Early-Stage, Node-Positive Breast Cancer with Low to Intermediate HER2 Expression with NeuVax Treatment) trial. The primary endpoint of the Phase 2 trial was disease free survival, or “DFS.” If the randomized, double-blinded, multinational, 700 patient PRESENT trial is successful, we intend to seek FDA commercial registration of NeuVax.

Our second product candidate, Folate Binding Protein, or “FBP,” is the E39 peptide over-expressed (20-80 fold) in more than 90% of ovarian and endometrial cancers. FBP is currently in a Phase 1/2 clinical trial.

On September 26, 2011, we changed our name to Galena Biopharma, Inc. from RXi Pharmaceuticals Corporation in connection with the proposed partial spin-off of our former subsidiary, RXi Pharmaceuticals Corporation, or “RXi.” RXi was initially incorporated as RNCS, Inc. and assumed the name RXi Pharmaceuticals Corporation in conjunction with the change in our name to Galena. On April 26, 2012, we completed the partial spin-off of RXi, which is engaged in the development of novel RNAi-based therapies.

Our Oncology Therapeutic Programs

LOGO

We currently are developing a pipeline of immunotherapy product candidates for the treatment of various cancers based on the peptide cancer vaccines, the most advanced of which is NeuVax, which is targeted at preventing the recurrence of breast cancer. NeuVax has had positive Phase 1/2 clinical trial results for the prevention of breast cancer recurrence in patients who have had breast cancer and received the standard of care treatment (surgery, chemotherapy, radiotherapy and hormonal therapy as indicated). We recently initiated our Phase 3 PRESENT clinical trial of NeuVax for the prevention of breast cancer recurrence in early-stage low-to-intermediate HER2 breast cancer patients. For the results of a single trial to support registration for an indication, the results of the trial must be internally consistent, clinically meaningful, and statistically very persuasive. Specifically, FDA has indicated that, in general, the results from two Phase 3 studies would be required to support approval, and it would accept a single pivotal study in support of approval if the results of the trial was internally consistent, clinically meaningful and statistically very persuasive.

Of women diagnosed with breast cancer, only about 25% are HER2 positive (IHC 3+). NeuVax targets HER2 IHC 1+ and 2+ patients who are approximately 50%-60% of breast cancer patients. These patients achieve remission with current standard of care, but have no available HER2-targeted adjuvant treatment options to maintain their disease-free status. We believe that approximately 25,000-40,000 of the approximately 230,000 women diagnosed with breast cancer in the United States each year meet these criteria. In addition, it is estimated that more than approximately 400,000 women in Europe are diagnosed with breast cancer annually. Based on the Phase 3 target patient population consisting of node positive, HER2 IHC 1+ or 2+, and HLA type A2+ or A3+ patients, the target markets for NeuVax™ are approximately 30,000-40,000 patients annually in the U.S. and approximately 50,000-80,000 patients annually in Europe.

We are also developing novel applications for NeuVax based on preclinical studies and Phase 2 clinical trials which suggest that combining NeuVax and trastuzumab (Herceptin^®; Genentech/Roche) can increase antigen presentation by tumor cells by promoting receptor internalization and subsequent proteosomal degradation of the HER2 protein. We previously reported a Phase 2 trial of sequential therapy with trastuzumab followed by HER2 vaccination in the adjuvant setting. Of 62 patients who received standard-of-care trastuzumab, the 32 who received no HER2 vaccine experienced a 12.5% (4/32) breast cancer recurrence rate, which is comparable to reported rates of similarly staged and treated patients. In contrast, none (0%) of the 30 patients who received the HER2 vaccine following trastuzumab therapy experience a recurrence. Based on these results, we have commenced a randomized, multicenter Phase 2 trial in 300 patients that will compare NeuVax™ with trastuzumab versus trastuzumab with GM-CSF.

We intend to pursue additional therapeutic indications for NeuVax. Under our investigational new drug application, or “IND,” open protocols for the treatment of prostate cancer, ovarian cancer and bladder cancer exist for patient populations with the same general criteria for eligibility as in breast cancer (i.e., early-stage disease and adjuvant treatment setting after surgery with immunologic competence). An early stage clinical study in high-risk prostate cancer confirmed the ability of the patients to mount an nelipepimut-S specific immune response. We may explore whether NeuVax provides clinical benefits in other areas, such as a prophylactic vaccine against breast cancer occurrence in healthy women with a high likelihood for developing breast cancer based on genetic assays or biomarkers and a strong positive familial history of breast cancer, and in HER2 overexpressing gastric cancer. Herceptin^® is approved for this indication, and there is a significant clinical rationale for NeuVax’s potential efficacy in this indication. We also may investigate the use of NeuVax in combination with other therapies with a view to leveraging NeuVax’s attractive safety profile and targeted mechanism of action. Clinical trials conducted on NeuVax have provided proof-of-principle data in early-stage node-negative breast cancer, although such data is preliminary and not statistically significant, since the trials were not designed to provide statistically significant efficacy data. Both the early-stage node-negative breast cancer indication and the high-risk patient indication are longer-term areas of interest that we currently expect to explore only with support from corporate partners.

We have not generated revenue to date and may not generate product revenue in the foreseeable future, if ever. We expect to incur significant operating losses as we advance our product candidates through the drug development and regulatory process. We expect to continue to devote a substantial portion of our resources to research and development programs. As a result of the costs expected to be incurred in connection with our recently commenced clinical trials of NeuVax and FBP, our research and development expenses have increased significantly from historic levels. We will need significant additional cash resources to complete our planned clinical trials. Therefore, we will either need to begin generating significant product revenue or, in the absence of product revenue, we will need to pursue equity financings, funded research and development programs and partnership and collaborative arrangements. There is no guarantee that additional funding will be available to us on acceptable terms, or at all. If we fail to obtain additional funding when needed, we would be forced to scale back or terminate our operations, or to seek to merge with or to be acquired by another company.

Research and Development

Our research and development programs are focused on developing cancer therapies utilizing peptide-based immunotherapy products, including our main product candidate NeuVax, for the treatment of various cancers.

Since we commenced operations, research and development has comprised a significant proportion of our total operating expenses and is expected to comprise the majority of our spending for the foreseeable future.

There are risks in any new field of drug discovery that preclude certainty regarding the successful development of a product. We cannot reasonably estimate or know the nature, timing and costs of the efforts necessary to complete the development of, or the period in which material net cash inflows are expected to commence from, any product candidate. Our inability to make these estimates results from the uncertainty of numerous factors, including but not limited to:

•

our ability to advance product candidates into preclinical research and clinical trials;

•

the scope and rate of progress of our preclinical program and other research and development activities;

•

the scope, rate of progress and cost of any clinical trials we commence;

•

the cost of filing, prosecuting, defending and enforcing patent claims and other intellectual property rights;

•

clinical trial results;

•

the terms and timing of any collaborative, licensing and other arrangements that we may establish;

•

the cost and timing of regulatory approvals;

•

the cost of establishing clinical and commercial supplies of our product candidates and any products that we may develop;

•

the cost and timing of establishing sales, marketing and distribution capabilities;

•

the effect of competing technological and market developments; and

•

the effect of government regulation and insurance industry efforts to control healthcare costs through reimbursement policy and other cost management strategies.

Failure to complete any stage of the development of our product candidates in a timely manner could have a material adverse effect on our operations, financial position and liquidity.

License Agreements

We have entered into licensing relationships with academic institutions, research foundations and commercial entities, and may seek to enter into additional licenses with pharmaceutical and biotechnology companies. We also may enter into strategic alliances to expand our intellectual property portfolio and to potentially accelerate our development programs by gaining access to technology and funding, including equity sales, license fees and other revenues. For each product that we develop that is covered by the patents licensed to us including our material licenses discussed elsewhere in this annual report, we are obligated to make additional payments upon the attainment of certain specified product development milestones.

See “Business — Intellectual Property” under Part I — Item 1 of this annual report for information on our material license agreements.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of our financial statements requires management to make estimates, allocations and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to impairment of goodwill and long-lived assets, accrued liabilities and certain expenses. We base our estimates about the carrying values of assets and liabilities that are not readily apparent from other sources on historical experience and on other assumptions believed to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. Additionally, the financial information included here may not necessarily reflect the financial position, operating results, changes in our invested equity and cash flows in the future.

Our significant accounting policies are summarized in the notes to our consolidated financial statements. We believe the following critical accounting policies involve significant judgments and estimates used in the preparation of our financial statements.

Research and Development Expenses

Research and development costs are expensed as incurred. Included in research and development costs are wages, benefits and other operating costs, facilities, supplies, external services and overhead related to our research and development departments, as well as costs to acquire technology licenses and clinical trial expenses.

Clinical trial expenses include expenses associated with clinical research organizations (CRO), as well as set-up and patient related costs from the sites at which are trial is being conducted which are billed to us by our CROs as pass-through costs.

Direct costs associated with our CROs are generally payable both as fixed fees and as certain enrollment and monitoring milestones are achieved. Because there is substantive uncertainty related to the achievement of these milestones, the achievement of the milestones is generally attained based on the performance of our CROs. Payment is only due if the milestone is reached and we recognize the entire expense related to each milestone in the period the milestone is reached.

The invoicing from sites can be delayed by several months. We accrue these site costs based on our estimate of up front set up costs upon the screening of the first patient at each site, and the patient related costs based on our knowledge of patient enrollment status at each site.

Stock-Based Compensation

We follow the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.

For stock options granted as consideration for services rendered by non-employees, we recognize compensation expense in accordance with the requirements of FASB ASC Topic 505-50 (“ASC 505-50”), “Equity Based Payments to Non—Employees.” Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period of the underlying stock options. At the end of each financial reporting period prior to vesting, the value of these options, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of our common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested.

The fair value of each option grant is estimated using the Black-Scholes option-pricing model, with the following assumptions:


	2012		2011
Risk free interest rate		0.84% – 1.13%		0.92% – 3.16%
Volatility		76.44% – 76.85%		98.61% – 113.87%
Expected lives (years)		5.50 – 6.25		4.71 – 9.25
Expected dividend yield		0.00%		0.00%

The company’s expected common stock price volatility assumption is based upon the volatility of a basket of companies that we consider comparable to us. The expected life assumptions for employee grants were based upon the simplified method provided for under ASC 718-10, which averages the contractual term of the options

of ten years with the average vesting term of four years for an average of six years. The expected life assumptions for non-employees were based upon the contractual term of the option. The dividend yield assumption of zero is based upon the fact that the company has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was also based upon prevailing short-term interest rates.

The company has an estimated annualized forfeiture rate of 15.0% for options granted to employees, and 8.0% for options granted to senior management and no forfeiture rate for the directors. The company will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeiture rates are higher than estimated.

Derivative Financial Instruments

During the normal course of business, from time to time, we issue warrants and options to vendors as consideration to perform services. We may also issue warrants as part of a debt or equity financing. We do not enter into any derivative contracts for speculative purposes.

We recognize all derivatives as assets or liabilities measured at fair value with changes in fair value of derivatives reflected as current period income or loss unless the derivatives qualify for hedge accounting and are accounted for as such. During the years ended December 31, 2012 and 2011, we issued warrants to purchase approximately 7,500,000 and 18,000,000 shares of common stock, respectively, in connection with equity transactions. In accordance with ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Stock” (“ASC 815-40”), the value of these warrants is required to be recorded as a liability, as the holders have an option to put the warrants back to us in certain events, as defined, and the warrants are determined not to be indexed to the company’s own stock.

The derivative liabilities are remeasured each period end to the estimated fair value. The fair value of our derivative liabilities is estimated using the Black-Scholes option-pricing model, with the following assumptions at December 31:


	December 31, 2012		December 31, 2011
Risk free interest rate		0.21% – 0.72%		0.02% – 0.83%
Volatility		69.79% – 82.48%		98.91%
Expected lives (years)		1.59 – 4.98		0.03 – 5.30
Expected dividend yield		0.00%		0.00%

The company’s expected common stock price volatility assumption is based upon the volatility of a basket of companies that we consider comparable to us. The expected life assumptions for the warrants is estimated to be the instruments contractual term.

Purchase Price Allocation

We allocate the purchase price of our acquisitions to the assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the date of acquisition. Some of the items, including property and equipment, other intangible assets, certain accrued liabilities and other reserves require a degree of management judgment. Certain estimates may change as additional information becomes available. Management finalizes the purchase price allocation within 12 months of the acquisition date as certain initial accounting estimates are resolved.

Goodwill, Other Intangible Assets and Impairment of Long-Lived Assets

In connection with our acquisition of Apthera in 2011, we recorded approximately $5,900,000 of goodwill and $12,900,000 million of acquired in-process research and development, an indefinite-lived intangible asset. The projects acquired in the acquisition consisted primarily of the clinical development related to its clinical oncology program, primarily the NeuVax compound for breast cancer patients. We purchased this with the intent of clinically developing the NeuVax compound for market approval. At the date we acquired the NeuVax compound, the program was in a Phase 2 clinical trial. In order to commercialize this drug, the company will need to complete at least one Phase 3 clinical trial. On January 19, 2012, we initiated our Phase 3 PRESENT trial for NeuVax™ (nelipepimut-S peptide plus GM-CSF) vaccine in low-to-intermediate HER2 1+ and 2+ breast cancer patients in the adjuvant setting to prevent recurrence (Clinicaltrials.gov identifier NCT01479244). The cost of this Phase 3 clinical trial, including amounts expended through 2012, is expected to exceed $50 million to reach its primary endpoint. We do not expect to commence commercialization of NeuVax prior to 2017, if at all.

Goodwill and indefinite-lived intangible assets are not amortized but are tested annually for impairment at the reporting unit level, or more frequently if events and circumstances indicate impairment may have occurred. Factors the company considers important that could trigger an interim review for impairment include, but are not limited to, the following:

•

Significant changes in the manner of its use of acquired assets or the strategy for its overall business;

•

Significant negative industry or economic trends;

•

Significant decline in stock price for a sustained period; and

•

Significant decline in market capitalization relative to net book value.

Goodwill and other intangible assets with indefinite lives are evaluated for impairment first by a qualitative assessment to determine the likelihood of impairment. If it is determined that impairment is more likely than not, we then proceed to the two step impairment test. The first step is to compare the fair value of the reporting unit to the carrying amount of the reporting unit (the “First Step”). If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment (the “Second Step”). Otherwise, if the fair value of the reporting unit exceeds the carrying amount, the goodwill is not considered to be impaired as of the measurement date. In its review of the carrying value of the goodwill for its single reporting unit and its indefinite-lived intangible assets, the company determines fair values of its goodwill using the market approach, and its indefinite-lived intangible assets using the income approach.

In connection with its annual impairment test, the company performed its review for impairment using the qualitative assessment for both goodwill and indefinite-lived intangible assets, and has determined that there has been no impairment to either of these assets as of December 31, 2012.

Valuation of Contingent Purchase Price Consideration

Acquisitions may include contingent consideration payments based on the achievement of certain future financial performance measures of the acquired company (earn-out). Contingent consideration is required to be recognized at fair value as of the acquisition date. We estimate the fair value of these liabilities based on financial projections of the acquired companies and estimated probabilities of achievement. We believe our estimates and assumptions are reasonable; however, there is significant judgment involved. We evaluate, on a routine, periodic basis, the estimated fair value of the contingent consideration and changes in estimated fair value, subsequent to the initial fair value estimate at the time of the acquisition, are reflected in income or expense in the consolidated statements of expenses. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates, changes in the timing of development milestones achieved and changes in probability assumptions with respect to the likelihood of achieving the various earnout criteria. Any changes in the estimated fair value of contingent consideration may have a material impact on our operating results.

Results of Operations

For the year ended December 31, 2012, our net loss was approximately $34,969,000 compared with a net loss of $11,485,000 for the year ended December 31, 2011. Loss from continuing operations was $33,325,000 and $3,407,000, and loss from discontinued operations was $1,644,000 and $8,078,000, for the years ended December 31, 2012 and 2011, respectively. The primary reasons for variation in the operating results between the years are discussed below.

Revenue

We are a development-stage biopharmaceutical company and have not generated any revenue since inception through December 31, 2012.

Research and Development Expense (in thousands)


	For the Years Ended December 31,
	2012		2011
Research and development expense	$	14,034	$	3,712
Research and development employee stock-based compensation expense		303		209
Research and development non-employee stock-based compensation expense		277		(70	)


Total research and development expense	$	14,614	$	3,851

Research and development expense consists primarily of compensation-related costs for our employees dedicated to clinical development and the related regulatory activities and for clinical trial related costs, licensing fees, patent prosecution costs and the cost of lab supplies used in our clinical development programs. We expect to continue to devote a substantial portion of our resources to our clinical development programs. As a result of the costs expected to be incurred in connection with our clinical trials of NeuVax and FBP, our research and development expense has increased significantly from historic levels and is expected to remain at such increased level for the foreseeable future.

Total research and development expense for the year ended December 31, 2012 was approximately $14,614,000 as compared to $3,851,000 for the year ended December 31, 2011. The increase of $10,763,000, or 279%, was due to an increase of $10,322 in research and development cash expense related to preparation for our Phase 3 PRESENT clinical trial of NeuVax, an increase of $94,000 in employee stock-based compensation and a $347,000 increase in non-employee stock based compensation expense.

Research and Development Non-Employee Stock-Based Compensation Expense

We have issued options to purchase shares of our common stock as compensation to our Scientific Advisory Board (“SAB”) members and consultants. For financial statement purposes, we valued these shares at their fair value. Fluctuations in non-employee stock-based compensation expense results from variations in the number of common stock options issued, vesting schedules and the Black-Scholes fair values of common stock options granted to SAB members.

General and Administrative Expense (in thousands)


	For the Years Ended December 31,
	2012		2011
General and administrative expense	$	5,406	$	6,249
General and administrative employee stock based compensation		479		2,205
General and administrative non-employee stock based compensation		700		181


Total general and administrative expense	$	6,585	$	8,635

General and administrative expense includes compensation-related costs for our employees dedicated to general and administrative activities, legal fees, audit and tax fees, consultants and professional services and general corporate expenses.

Total general and administrative expense was $6,585,000 for the year ended December 31, 2012 compared with $8,635,000 for the year ended December 31, 2011. The decrease of $2,050,000, or 24%, was primarily due to a decrease of $843,000 in cash-based expense due to the costs related to the spin-off of RXi, and a decrease of $1,726,000 for employee stock based compensation expense, largely due to the lower strike prices and volatility assumptions used to calculate stock based compensation using the Black Scholes pricing model. These decreases were partially offset by an increase of $519,000 in warrants and other stock based compensation issued to non-employees for business advisory and other services.

From time to time, we expect to issue shares of our common stock or warrants or options to purchase shares of our common stock to consultants and other service providers in exchange for services. For financial statement purposes, we will value these shares of common stock, common stock options, and warrants at their fair value.

Interest Income

Interest income was negligible for both the year ended December 31, 2012, and December 31, 2011. The key objectives of our investment policy are to preserve principal and ensure sufficient liquidity, so our invested cash may not earn as high a level of income as longer-term or higher risk securities, which generally have less liquidity and more volatility. The interest rates available on lower risk, shorter-term investments in today’s market are lower than rates available in the prior period. We expect to have interest income in future periods based on our current account balances and potentially from additional capital we may receive in the future.

Other Income

Other income (expense) is summarized as follows (in thousands):


	For the Years Ended December 31,
	2012			2011
Interest expense, net	$	(33	)	$	(7	)
Change in the fair value of common stock warrants classified as liabilities		(10,775	)		8,986
Change in fair value of the contingent purchase price liability		(2,370	)		109
Miscellaneous other income		—			(9	)


Other income (expense), net	$	(13,178	)	$	9,079

Other expense, net, was $13,178,000 and other income, net, was $9,079,000 for the years ended December 31, 2012 and 2011, respectively. The overall decrease of $22,257,000, or 245%, was primarily due to an decrease of $19,761,000 attributable to the change in fair value of common stock warrants outstanding, largely driven by changes in our market price and volatility, and a decrease of $2,479,000 in the estimated fair value of the contingent purchase price consideration due to a shorter amount of time and a lower discount related to the time value of money, to the estimated date that some of the larger milestones will be reached.

Income Taxes

During the year ended December 31, 2012, we recorded an income tax benefit of $1,052,000 related to the unrealized gain on available for sale securities. Accounting Standards Codification (ASC) 740, Accounting for Income Taxes, requires a benefit to be recorded to continuing operations when consideration is given to all other categories of income or losses in the financial statements. Due to the fact that we incurred significant tax losses, there was no expense recorded during 2012 or 2011. A deferred tax benefit would have been recorded for losses; however, due to the uncertainty of realizing the tax benefit, a valuation allowance was recognized which fully offset such deferred tax benefit. Due to the fact that we incurred significant tax losses, there was no expense recorded during 2012 or 2011. A deferred tax benefit would have been recorded for losses; however, due to the uncertainty of realizing the tax benefit, a valuation allowance was recognized which fully offset such deferred tax benefit.

Loss from Discontinued Operations

Loss from discontinued operations was $1,644,000 for the year ended December 31, 2012, compared to $8,078,000 for the year ended December 31, 2011. The decrease in loss from discontinued operations is due to the fact that RXi has operated as a separate entity following the completion of its spin-off from Galena on April 26, 2012.

Liquidity and Capital Resources

We had cash, cash equivalents and marketable securities of $35,485,000 as of December 31, 2012 and approximately $31,575,000 as of March 11, 2013. We currently own 33,476,595 shares of RXi common stock, which are subject to a one year lock-up period that expires in April 2013, and are carried as marketable securities at fair value on our balance sheet in the amount of $2,678,000 at December 31, 2012.

Our RXi shares constitute “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). As such, we may not sell our RXi shares publicly except pursuant to an effective registration statement under the Securities Act or an available exemption from registration such as Rule 144 or Regulation S under the Securities Act. Under Rule 144 as currently in effect, if and so long as we are deemed to be an “affiliate” of RXi, we are entitled to sell within any three-month period a number of shares of our RXi common stock that does not exceed the greater of:

•

1% of the number of shares of RXi common stock then outstanding; or

•

The average weekly trading volume of RXi common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Under Regulation S as currently in effect, we may sell our RXi shares in an “offshore transaction” so long as there are no “directed selling efforts” in the U.S. of such RXi shares. In event we were to decide to sell our RXi shares, there may not be a ready market for our RXi shares, and there is no assurance as to the sales price of any RXi shares that we may sell.

We have not generated revenue to date and may not generate product revenue in the foreseeable future, if ever. We expect to incur significant operating losses as we advance our product candidates through the drug development and regulatory process. As a result of the increased research and development expense expected to be incurred in connection with our clinical trials of NeuVax and FBP, our expenses have increased significantly from historic levels. In addition to increasing research and development expense, we expect general and administrative costs to increase as we conduct future clinical trials. We will need to generate significant revenue to achieve profitability and might never do so. In the absence of product revenue, our potential sources of operational funding are expected to be the proceeds from the sale of equity, funded research and development payments and payments received under partnership and collaborative agreements.

We believe that our existing cash, cash equivalents other working capital should be sufficient to fund our operations through at least the second quarter of 2014. This projection is based on our current planned operations and is subject to changes in our plans and uncertainties inherent in our business, and we may need to seek to replenish our existing cash and cash equivalents sooner than we project.

Net Cash Flow from Operating Activities

Net cash used in operating activities was approximately $20,963,000 for the year ended December 31, 2012, compared to $14,668,000 for the year ended December 31, 2011. The increase of approximately $6,295,000 resulted from an increase in the year-over-year net loss of approximately $23,484,000, less adjustment for non-cash items such as stock-based compensation, depreciation, the increase in the fair value of the contingent purchase price consideration, the increase in the fair value of warrants classified as liabilities and changes in current assets and liabilities.

Net Cash Flow from Investing Activities

Net cash used in investing activities was approximately $87,000 for the year ended December 31, 2012, compared to net cash provided by investing activities of $14,000 for the year ended December 31, 2011. The decrease of approximately $101,000 in cash provided by investing activities was primarily due to change in restricted cash, cash used to purchase equipment and furnishings and cash received in the Apthera acquisition during 2011 as offset by the cash transferred in the RXi spin-off in 2012.

Net Cash Flow from Financing Activities

Net cash provided by financing activities was approximately $42,424,000 for the year ended December 31, 2012, compared to $19,196,000 for the year ended December 31, 2011. This increase of approximately $23,228,000 was primarily due to an increase in net proceeds from the issuance of common stock of $17,763,000 and $5,708,000 in proceeds from the exercise of warrants not realized during 2011.

Recent Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Updated (“ASU”) 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, a new accounting standard that clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new standard is effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011. Adoption of this new standard for the fiscal year ended December 31, 2012 did not have a material impact on the company’s consolidated financial statements.

In September 2011, the FASB issued ASU 2011-08, Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment, a new accounting standard to simplify how entities test goodwill for impairment. The amendments in the Update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Previous guidance under Topic 350 required an entity to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. This new standard was effective for fiscal years beginning after December 15, 2011. Adoption of this new standard for the fiscal year ended December 31, 2012 did not have a material impact on the company’s consolidated financial statements.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets, a new accounting pronouncement intended to simplify how entities test indefinite-lived intangible assets other than goodwill for impairment. The new standard permits an entity to first assess qualitative factors to determine whether it is “more likely than not” (defined as having a likelihood of more than 50%) that an indefinite-lived intangible asset is impaired, in order to determine whether further impairment testing is necessary. The new standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Adoption of this new standard for the fiscal year ended December 31, 2012 did not have a material impact on the company’s consolidated financial statements.

Off-Balance Sheet Arrangements

In connection with certain license agreements, we are required to indemnify the licensor for certain damages arising in connection with the intellectual property rights licensed under the agreement. In addition, we are a party to a number of agreements entered into in the ordinary course of business that contain typical provisions that obligate us to indemnify the other parties to such agreements upon the occurrence of certain events. These indemnification obligations are considered off-balance sheet arrangements in accordance with ASC Topic 460 (“ASC 460”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” To date, we have not encountered material costs as a result of such obligations and have not accrued any liabilities related to such obligations in our financial statements. See Note 9 of the notes to consolidated financial statements included in this annual report for further discussion of these indemnification agreements.

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Because we are transitioning from smaller reporting company status, we are not yet required to provide this information.

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


	Page No.
Index to Financial Statements
Report of Independent Registered Public Accounting Firm		35
Consolidated Balance Sheets as of December 31, 2012 and 2011		37
Consolidated Statements of Expenses and Comprehensive Loss for the years ended December 31, 2012 and 2011 and the cumulative period from inception (January 1, 2003) through December 31, 2012		38
Consolidated Statements of Stockholders’ Equity for the period from April 3, 2006 through December 31, 2012 and Parent Company’s Net Deficit for the period from December 31, 2003 through December 31, 2006		39
Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011 and the cumulative period from inception (January 1, 2003) through December 31, 2012		42
Notes to Consolidated Financial Statements		44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Galena Biopharma, Inc.

Lake Oswego, Oregon

We have audited the accompanying consolidated balance sheets of Galena Biopharma, Inc. (a development stage company) (the “Company”) as of December 31, 2012 and 2011 and the related consolidated statements of expenses and comprehensive loss, stockholders’ equity, and cash flows for the years then ended and for the period from January 1, 2003 (date of inception) to December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Galena Biopharma, Inc. as of December 31, 2012 and 2011 and the results of its operations and its cash flows for the years then ended and for the period from January 1, 2003 (date of inception) to December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 12, 2013 expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

March 12, 2013

Boston, Massachusetts

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Galena Biopharma, Inc.

Lake Oswego, Oregon

We have audited Galena Biopharma, Inc’s (a development stage company) internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Galena Biopharma, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Galena Biopharma Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Galena Biopharma Inc. as of December 31, 2012 and 2011 and the related consolidated statements of expenses, stockholders’ equity and cash flows for the years then ended and the period from January 1, 2003 (date of inception) through December 31, 2012 and our report dated March 12, 2013 expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

March 12, 2013

Boston, Massachusetts

GALENA BIOPHARMA, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share data)


	December 31,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	32,807		$	11,433
Restricted cash		101			101
Marketable securities		2,678			—
Prepaid expenses		535			276


Total current assets		36,121			11,810


Equipment and furnishings, net of accumulated depreciation and amortization of $19 and $657 in 2012 and 2011, respectively		29			393
In-process research and development		12,864			12,864
Goodwill		5,898			5,898
Deposits		74			3


Total assets	$	54,986		$	30,968


LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,976		$	2,155
Accrued expense and other current liabilities		2,038			2,168
Convertible notes payable		—			500
Deferred revenue		—			816
Current maturities of capital lease obligations		6			35
Fair value of warrants potentially settleable in cash		10,964			3,746
Current contingent purchase price consideration		935			1,782


Total current liabilities		15,919			11,202
Capital lease obligations, net of current maturities		51			32
Deferred tax liability, non-current		5,053			5,053
Contingent purchase price consideration, net of current portion		6,207			4,569


Total liabilities		27,230			20,856


Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.0001 par value; 125,000,000 shares authorized and 83,595,837 shares issued and 82,920,837 shares outstanding at December 31, 2012; and 125,000,000 shares authorized and 47,811,453 shares issued and 47,136,453 outstanding at December 31, 2011		8			5
Additional paid-in capital		132,168			81,184
Accumulated other comprehensive income		1,626			—
Deficit accumulated during the developmental stage		(102,197	)		(67,228	)
Less treasury shares at cost, 675,000 shares		(3,849	)		(3,849	)


Total stockholders’ equity		27,756			10,112


Total liabilities and stockholders’ equity	$	54,986		$	30,968

See accompanying notes to consolidated financial statements.

GALENA BIOPHARMA, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF EXPENSES AND COMPREHENSIVE LOSS

(Amounts in thousands, except share and per share data)


	Year Ended December 31, 2012			Year Ended December 31, 2011			Period from January 1, 2003 (Date of Inception) to December 31, 2012
Expenses:
Research and development expense	$	14,034		$	3,712		$	19,010
Research and development employee stock-based compensation expense		303			209			512
Research and development non-employee stock-based compensation expense		277			(70	)		6,269


Total research and development expense		14,614			3,851			25,791


General and administrative expense		5,406			6,249			32,765
General and administrative employee stock-based compensation expense		479			2,205			10,069
General and administrative non-employee stock-based compensation expense		700			181			3,456


Total general and administrative expense		6,585			8,635			46,290


Operating loss		(21,199	)		(12,486	)		(72,081	)


Other income/(expense):
Interest income, net		(33	)		(7	)		589

Other income, net		(13,145	)		9,086			(1,086	)


Total other income (expense), net		(13,178	)		9,079			(497	)


Pretax loss from continuing operations		(34,377	)		(3,407	)		(72,578	)

Income tax benefit		(1,052	)		—			(1,052	)


Loss from continuing operations		(33,325	)		(3,407	)		(71,526	)

Discontinued operations		(1,644	)		(8,078	)		(40,712	)


Net loss	$	(34,969	)	$	(11,485	)	$	(112,238	)


Net loss per common share:
Basic and diluted loss per share, continuing operations	$	(0.53	)	$	(0.09	)

Basic and diluted loss per share, discontinued operations	$	(0.03	)	$	(0.22	)

Basic and diluted net loss per share	$	(0.56	)	$	(0.32	)


Weighted average common shares outstanding: basic and diluted		62,480,666			36,334,413

Comprehensive loss
Net loss	$	(34,969	)	$	(11,485	)	$	(112,238	)
Unrealized gain on marketable securities, net of tax benefit of $1,052		1,626			—			1,626

Total comprehensive loss	$	(33,343	)	$	(11,485	)	$	(110,612	)

See accompanying notes to consolidated financial statements.

GALENA BIOPHARMA, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM

APRIL 3, 2006 TO

DECEMBER 31, 2012 AND PARENT COMPANY’S NET DEFICIT FOR THE PERIOD

FROM DECEMBER 31, 2003 TO DECEMBER 31, 2006

(Amounts in thousands, except share and per share data)


	Common Stock				Additional Paid-In Capital		Accumulated Other Comprehensive Income		Deficit Accumulated During Development Stage			Treasury Stock		Parent Company’s Net Deficit			Total
	Shares Issued		Amount
Predecessor
Balance at December 31, 2003		—	$	—	$	—	$	—						$	(89	)	$	(89	)
Net loss		—		—		—		—							(3,272	)		(3,272	)
Net transactions with Parent		—		—		—		—							2,393			2,393

Balance at December 31, 2004		—		—		—		—							(968	)		(968	)
Net loss		—		—		—		—							(2,209	)		(2,209	)
Net transactions with Parent		—		—		—		—							2,727			2,727

Balance at December 31, 2005		—		—		—		—							(450	)		(450	)
Net loss		—		—		—		—							(2,405	)		(2,405	)
Net transactions with Parent		—		—		—		—							2,587			2,587

Balance at December 31, 2006		—	$	—	$	—	$	—						$	(268	)	$	(268	)


Successor
Balance at April 3, 2006		—	$	—	$	—	$	—	$	—		$	—				$	—
Issuance of common stock		1,624,278		—		2		—		—			—					2


Balance at December 31, 2006		1,624,278		—		2		—		—			—					2
Common stock issued to CytRx for contribution of RXi and other assets		7,040,318		1		47		—		—			—					48
Common stock issued for cash		3,273,292		—		15,348		—		—			—					15,348
Common stock issued to CytRx for reimbursement of expenses		188,387		—		978		—		—			—					978
Expenses incurred by CytRx for RXi		—		—		831		—		—			—					831
Common stock issued to UMMS for additional intellectual properties		462,112		—		2,311		—		—			—					2,311
Common stock issued to directors		30,000		—		150		—		—			—					150
Common stock issued upon exercise of stock options		66,045		—		331		—										331
Stock based compensation for directors and employees		—		—		1,048		—		—			—					1,048
Stock based compensation expense for services		—		—		766		—		—			—					766
Net loss		—		—		—		—		(10,990	)		—					(10,990	)

Balance at December 31, 2007		12,684,432		1		21,812		—		(10,990	)		—					10,823


	Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive Income		Deficit Accumulated During Development Stage			Treasury Stock			Parent Company’s Net Deficit	Total
	Shares Issued		Amount
Issuance of common stock, net of offering costs of $796		1,073,299		—		7,918			—		—			—				7,918
Common stock issued upon exercise of stock options		5,500		—		26			—		—			—				26
Stock based compensation for directors and employees		—		—		2,211			—		—			—				2,211
Stock based compensation expense for services		—		—		1,613			—		—			—				1,613
Common stock warrant expense in exchange for services						750			—					—				750
Net loss		—		—		—			—		(14,373	)						(14,373	)

Balance at December 31, 2008		13,763,231		1		34,330			—		(25,363	)		—				8,968
Issuance of common stock, net of offering costs of $636		2,385,715		1		7,713			—		—			—				7,714
Common stock warrants issued in connection with the 2009 Offering		—		—		(2,863	)		—		—			—				(2,863	)
Common stock issued upon exercise of stock options		281		—		—			—		—			—				—
Common stock issued as commitment fee in connection with SEDA		58,398		—		281			—		—			—				281
Stock based compensation expense for directors and employees		—		—		2,906			—		—			—				2,906
Stock based compensation expense for services		—		—		1,296			—		—			—				1,296
Common stock warrant expense in exchange for services		—		—		826			—					—				826
Net loss		—		—		—			—		(18,387	)						(18,387	)

Balance at December 31, 2009		16,207,625		2		44,489			—		(43,750	)		—				741
Issuance of common stock, net of offering costs of $965		2,700,000		—		15,235			—		—			—				15,235
Purchase of 675,000 shares of treasury stock		—				—			—		—			(3,849	)			(3,849	)
Common stock warrants issued in connection with 2010 offering		—		—		(2,466	)		—		—			—				(2,466	)
Fair value of shares mandatorily redeemable for cash upon exercise of warrants		—		—		(785	)		—		—			—				(785	)
Common stock issued upon exercise of stock options		53,500		—		254			—		—			—				254
Issuance of restricted stock units		86,634		—		207			—		—			—				207
Stock based compensation expense for directors and employees		—		—		3,625			—		—			—				3,625
Stock based compensation expense for services		—		—		743			—		—			—				743
Value of common stock warrants issued in exchange for services		—		—		718			—					—				718
Net loss		—		—		—			—		(11,993	)		—				(11,993	)

Balance at December 31, 2010		19,047,759		2		62,020			—		(55,743	)		(3,849	)			2,430


	Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive Income		Deficit Accumulated During Development Stage			Treasury Stock			Parent Company’s Net Deficit	Total
	Shares Issued		Amount
Issuance of common stock, net of offering costs of $1,890		18,650,000		2		18,613			—		—			—				18,615
Common stock warrants issued in connection with the 2011 common stock offerings		—		—		(12,709	)		—		—			—				(12,709	)
Issuance of stock in lieu of cash bonus		147,040		—		171			—		—			—				171
Issuance of restricted stock units		220,729		—		256			—		—			—				256
Issuance of common stock for services		53,558		—		73			—		—			—				73
Issuance of common stock upon exercise of warrants		150,000		—		150			—		—			—				150
Issuance of common stock in cashless exchange of outstanding warrants		4,151,000		—		3,120			—		—			—				3,120
Issuance of common stock related to acquisition of Apthera, Inc.		4,974,090		1		6,366			—		—			—				6,367
Issuance of common stock subject to employee termination agreements		398,453		—		350			—		—			—				350
Issuance of common stock in connection with employee stock purchase plan		18,824		—		15			—		—			—				15
Stock based compensation expense for directors and employees		—		—		2,774			—		—			—				2,774
Stock based compensation expense for services		—		—		(123	)		—		—			—				(123	)
Value of common stock warrants issued in exchange for services		—		—		108			—		—			—				108
Net loss		—		—		—			—		(11,485	)		—				(11,485	)

Balance at December 31, 2011		47,811,453		5		81,184			—		(67,228	)		(3,849	)			10,112

Issuance of common stock, net of offering costs of $2,869		25,486,960		2		36,376			—		—			—				36,378
Common stock warrants issued in connection with the 2012 common stock offerings		—		—		(7,286	)		—		—			—				(7,286	)
Issuance of common stock in exchange for services		288,285		—		364			—		—			—				364
Issuance of common stock upon the exchange and exercise of warrants including reclassification of $10,843 in warrant liability upon exercise		8,433,003		1		16,550			—		—			—				16,551
Repurchase of common stock warrants		—		—		(266	)		—		—			—				(266	)
Issuance of common stock in connection with employee stock purchase plan		234,350		—		93			—		—			—				93
Stock based compensation expense for directors and employees		—		—		794			—		—			—				794
Stock based compensation expense for services		—		—		600			—		—			—				600
Issuance of common stock upon the exercise of employee stock options		25,937		—		21			—		—			—				21
Issuance of common stock in settlement of contingent purchase price consideration		1,315,849		—		1,579			—		—			—				1,579
Net liabilities distributed in connection with the RXi spin-off		—		—		2,159			—		—			—				2,159
Unrealized gain on marketable securities, net of tax benefit of $1,052									1,626									1,626
Net loss		—		—		—			—		(34,969	)		—				(34,969	)


Balance at December 31, 2012		83,595,837	$	8	$	132,168		$	1,626	$	(102,197	)	$	(3,849	)		$	27,756

See accompanying notes to consolidated financial statements.

GALENA BIOPHARMA, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)


	Year Ended December 31, 2012			Year Ended December 31, 2011			Period from January 1, 2003 (Date of Inception) through December 31, 2012
Cash flows from operating activities:
Net loss	$	(34,969	)	$	(11,485	)	$	(112,238	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		49			163			713
Loss on disposal of equipment		—			7			19
Deferred taxes		(1,052	)		—			(1,052	)
Non-cash rent expense		—			—			29
Accretion and receipt of bond discount		—			—			35
Non-cash share based compensation		1,394			3,001			20,252
Fair value of shares mandatorily redeemable for cash upon exercise of warrants		—			—			(785	)
Fair value of common stock warrants issued in exchange for services		—			108			2,402
Fair value of common stock issued in exchange for services		364			73			718
Change in fair value of common stock warrants		10,775			(8,981	)		(397	)
Fair value of common stock issued in exchange for licensing rights		—			—			3,954
Change in fair value of contingent consideration		2,370			(109	)		2,261
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(396	)		(99	)		(645	)
Accounts payable		641			500			1,865
Due to former parent		—			—			(207	)
Accrued expenses and other current liabilities		(139	)		2,154			3,335


Net cash used in operating activities		(20,963	)		(14,668	)		(79,741	)


Cash flows from investing activities:
Change in restricted cash		—			(101	)		(101	)
Cash received in acquisition		—			168			168
Purchase of short-term investments		—			—			(37,532	)
Maturities of short-term investments		—			—			37,497
Cash paid for purchase of equipment and furnishings		—			(53	)		(739	)
Disposal of equipment and furnishings		—			—			(1	)
Cash paid for lease deposit		—			—			(45	)
Cash transferred with the RXi spin-off		(87	)		—			(87	)


Net cash provided by (used in) investing activities		(87	)		14			(840	)


	Year Ended December 31, 2012			Year Ended December 31, 2011			Period from January 1, 2003 (Date of Inception) through December 31, 2012
Cash flows from financing activities:
Net proceeds from issuance of common stock		36,378			18,615			101,360
Cash paid for repurchase of common stock warrants		(266	)		—			(266	)
Cash paid for repurchase of common stock		—			—			(3,489	)
Net proceeds from exercise of common stock options		21			—			631
Net proceeds from exercise of common stock warrants		5,708			150			5,858
Common stock issued in connection with ESPP		93			15			108
Net proceeds from issuance of convertible notes payable		500			500			1,000
Repayments of capital lease obligations		(10	)		(84	)		(220	)
Cash advances from former parent company, net		—			—			8,766


Net cash provided by financing activities		42,424			19,196			113,388


Net increase in cash and cash equivalents		21,374			4,542			32,807
Cash and cash equivalents at the beginning of period		11,433			6,891			—


Cash and cash equivalents at end of period	$	32,807		$	11,433		$	32,807


Supplemental disclosure of cash flow information:
Cash received during the periods for interest	$	1		$	2		$	727


Cash paid during the periods for interest	$	1		$	6		$	12


Supplemental disclosure of non-cash investing and financing activities:
Settlement of corporate formation expenses in exchange for common stock	$	—		$	—		$	978


Fair value of warrants issued in connection with common stock recorded as cost of equity	$	7,286		$	12,709		$	25,324


Issuance of common stock in exchange of outstanding warrants	$	—		$	3,120		$	3,120


Fair value of shares mandatorily redeemable for cash upon exercise of warrants	$	—		$	—		$	785


Reclassification of warrant liabilities upon exercise	$	10,843		$	—		$	10,843


Net liabilities distributed in the RXi spin-off, excluding cash	$	2,246		$	—		$	2,246


Common stock issued in settlement of contingent purchase price consideration	$	1,579		$	—		$	1,579


Allocation of management expenses	$	—		$	—		$	551


Equipment and furnishings exchanged for common stock	$	—		$	—		$	48


Equipment and furnishings acquired through capital lease	$	—		$	80		$	277


Non-cash lease deposit	$	—		$	—		$	50


Value of restricted stock units and common stock issued in lieu of cash bonuses	$	—		$	427		$	634


Change in fair value of marketable securities	$	2,678		$	—		$	2,678


Apthera Acquisition:
Fair value of shares issued to acquire Apthera	$	—		$	6,367		$	6,367
Fair value of contingent purchase price consideration in connection with Apthera acquisition		—			6,460			6,460


Net assets acquired excluding cash of $168	$	—		$	12,827		$	12,827

See accompanying notes to consolidated financial statements.

GALENA BIOPHARMA, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Nature of Business

Galena Biopharma, Inc. (“we,” “us,” “our,” “Galena” or the “company”) is a biopharmaceutical company focused on developing innovative, targeted oncology treatments to address major unmet medical needs to advance cancer care. We currently are developing innovative, peptide antigen-based “off the shelf” cancer immunotherapies for potential application to treatment of large populations of cancer survivors.

We acquired NeuVax™ in April 2011 in connection with our merger acquisition of Apthera, Inc, or “Apthera” (see Note 4). Prior to that time, we were engaged primarily in conducting discovery research and preclinical development activities based on RNAi. In connection with our acquisition of NeuVax™, we reduced the scope of our RNAi activities.

On September 26, 2011, we changed our name to Galena Biopharma, Inc. from RXi Pharmaceuticals Corporation in connection with the proposed partial spin-off of our former subsidiary, RXi Pharmaceuticals Corporation, or “RXi.” RXi was initially incorporated as RNCS, Inc. and assumed the name RXi Pharmaceuticals Corporation in conjunction with the change in our name to Galena. On April 26, 2012, we completed the partial spin-off of RXi, which is engaged in the development of novel RNAi-based therapies.

As the company has not generated any revenue from inception through December 31, 2012, the company is considered a development-stage company for accounting purposes.

The company had cash and cash equivalents of approximately $32.8 million as of December 31, 2012. The company believes that its existing cash and cash equivalents should be sufficient to fund its operations through at least the second quarter of 2014. This projection is based on our current planned operations and is subject to changes in our plans and uncertainties inherent in our business, and we may need to seek to replenish our existing cash and cash equivalents sooner than we project.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2.	Basis of Presentation and Summary of Significant Accounting Policies

Uses of estimates in preparation of financial statements — The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Principles of Consolidation — The consolidated financial statements include the accounts of Galena and its wholly owned subsidiaries. All material intercompany accounts have been eliminated in consolidation.

Reclassifications — Certain prior year amounts have been reclassified to conform to current year presentation. These reclassifications had no effect on net loss per share.

Cash and Cash Equivalents — The company considers all highly liquid debt instruments with an original maturity of 90 days or less to be cash equivalents. Cash equivalents consist primarily of amounts invested in money market accounts.

Restricted Cash — Restricted cash consists of certificates of deposit on hand with the company’s financial institutions as collateral for its corporate credit cards.

Marketable Securities — Marketable securities consist of equity securities of publicly traded entities, and are classified as available-for-sale and carried at fair value on the balance sheet. Changes in the fair value of marketable securities are recorded as other comprehensive income.

Fair Value of Financial Instruments — The carrying amounts reported in the balance sheet for cash equivalents, accounts payable, convertible notes payable and capital leases approximate their fair values due to their short-term nature and market rates of interest.

Equipment and Furnishings — Equipment and furnishings are stated at cost and depreciated using the straight-line method based on the estimated useful lives (generally three to five years for equipment and furniture) of the related assets.

Goodwill and Intangible Assets — Goodwill and indefinite-lived intangible assets are not amortized but are tested annually for impairment at the reporting unit level, or more frequently if events and circumstances indicate impairment may have occurred. Factors the company considers important that could trigger an interim review for impairment include, but are not limited to, the following:

•

Significant changes in the manner of its use of acquired assets or the strategy for its overall business;

•

Significant negative industry or economic trends;

•

Significant decline in stock price for a sustained period; and

•

Significant decline in market capitalization relative to net book value.

Goodwill and other intangible assets with indefinite lives are evaluated for impairment first by a qualitative assessment to determine the likelihood of impairment. If it is determined that impairment is more likely than not, the company will then proceed to the two step impairment test. The first step is to compare the fair value of the reporting unit to the carrying amount of the reporting unit (the “First Step”). If the carrying amount exceeds the fair value, a second step must be followed to calculate impairment (the “Second Step”). Otherwise, if the fair value of the reporting unit exceeds the carrying amount, the goodwill is not considered to be impaired as of the measurement date. In its review of the carrying value of the goodwill,for its single reporting unit and its indefinite-lived intangible assets, the company determines fair values of its goodwill using the market approach, and its indefinite-lived intangible assets using the income approach.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Contingent Consideration — Contingent consideration is recorded at the estimated fair value as of the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period with any adjustments in fair value included in our consolidated statement of expenses.

Patents and Patent Application Costs — Although the company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as incurred.

Share-based Compensation — The company follows the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “ Compensation — Stock Compensation” (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock based payment awards made to employees, non-employee directors, and consultants, including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.

For stock options granted as consideration for services rendered by non-employees, the company recognizes compensation expense in accordance with the requirements of FASB ASC Topic 505-50 (“ASC 505-50”), “ Equity Based Payments to Non- Employees .” Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period of the underlying stock options. At the end of each financial reporting period prior to vesting, the value of these options, as calculated using the Black-Scholes option-pricing model, will be re-measured using the fair value of the company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested.

The company recognized $977,000 and $111,000 of stock-based compensation expense from continuing operations related to non-employee stock options for the years ended December 31, 2012 and 2011, respectively.

Derivative Financial Instruments — During the normal course of business, from time to time, the company issues warrants and options to vendors as consideration to perform services. It may also issue warrants as part of a debt or equity financing. The company does not enter into any derivative contracts for speculative purposes.

The company recognizes all derivatives as assets or liabilities measured at fair value with changes in fair value of derivatives reflected as current period income or loss unless the derivatives qualify for hedge accounting and are accounted for as such. In accordance with FASB ASC Topic 815-40, “ Derivatives and Hedging — Contracts in Entity’s Own Stock,” the value of these warrants is required to be recorded as a liability, as the holders have an option to put the warrants back to the company upon the occurrence of certain events set forth in the warrant agreement.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Research and Development Expenses — Research and development costs are expensed as incurred. Included in research and development costs are wages, benefits and other operating costs, facilities, supplies, external services and overhead related to our research and development departments as well as costs to acquire technology licenses and clinical trial expenses.

Direct costs associated with our CROs are generally payable both as fixed fees and as certain enrollment and monitoring milestones are achieved. Because there is substantive uncertainty related to the achievement of these milestones, the achievement of the milestones is generally achieved based on the performance of our CROs, and payment is only due if the milestone is reached, we recognize the entire expense related to each milestone in the period the milestone is reached.

The invoicing from clinical trial sites can lag several months. We accrue these site costs based on our estimate of upfront set-up costs upon the screening of the first patient at each site, and the patient related costs based on our knowledge of patient enrollment status at each site.

Other income (expense)

Other income (expense) is summarized as follows (in thousands):


	For the Years Ended December 31,
	2012			2011
Change in the fair value of common stock warrants classified as liabilities	$	(10,775	)	$	8,986
Change in fair value of the contingent purchase price liability		(2,370	)		109
Miscellaneous other income		—			(9	)


Other income (expense), net	$	(13,145	)	$	9,086

Income Taxes — The company recognizes liabilities or assets for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with FASB ASC 740-10, “ Accounting for Income Taxes” (“ASC 740-10”). These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. ASC 740-10 requires that a valuation allowance be established when management determines that it is more likely than not that all or a portion of a deferred asset will not be realized. The company evaluates the realizability of its net deferred income tax assets and valuation allowances as necessary, at least on an annual basis. During this evaluation, the company reviews its forecasts of income in conjunction with other positive and negative evidence surrounding the realizability of its deferred income tax assets to determine if a valuation allowance is required. Adjustments to the valuation allowance will increase or decrease the company’s income tax provision or benefit. The recognition and measurement of benefits related to the company’s tax positions requires significant judgment, as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual results and the company’s assumptions or changes in the company’s assumptions in future periods are recorded in the period they become known.

Concentrations of Credit Risk — Financial instruments that potentially subject the company to significant concentrations of credit risk consist principally of cash and cash equivalents. The company maintains cash balances in several accounts with two banks, which at times are in excess of federally insured limits. As of December 31, 2012, the company’s cash equivalents were invested in money market mutual funds. The company’s investment policy does not allow investment in any debt securities rated less than “investment grade” by national ratings services. The company has not experienced any losses on its deposits of cash and cash equivalents. All of the non-interest bearing cash balances were fully insured at December 31, 2012 due to temporary federal program in effect from December 31, 2010 through December 31, 2012. Under the program, there is no limit to the amount of insurance for eligible accounts. Beginning in 2013, insurance coverage reverted to $250,000 per depositor at each financial institution, and the non-interest bearing cash balances may again exceed federally insured limits. As of December 31, 2012, we had approximately $32,431,000 in interest bearing accounts above federally insured limits.

Comprehensive Loss — Comprehensive loss consists of our net loss and other comprehensive income related to the unrealized gain on our marketable securities, which are classified as available-for-sale. The company’s comprehensive loss is equal to its net loss for the year ended December 31, 2011.

Parent Company’s Net Deficit — The Parent Company’s Net Deficit of the Predecessor consists of CytRx Corporation’s (CytRx) initial investment in Galena and subsequent changes in Galena’s net investment resulting from Galena being an integrated part of CytRx. All disbursements for the Predecessor were made by CytRx.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.	Recently Adopted Accounting Pronouncements

In September 2011, the FASB issued ASU 2011-08, Intangibles — Goodwill and Other (Topic 350): Testing Goodwill for Impairment, a new accounting standard to simplify how entities test goodwill for impairment. The amendments in the Update permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. Previous guidance under Topic 350 required an entity to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments in this Update, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. This new standard is effective for fiscal years beginning after December 15, 2011. Adoption of this new standard for the fiscal year ended December 31, 2012 did not have a material impact on the company’s consolidated financial statements.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles — Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets, a new accounting pronouncement intended to simplify how entities test indefinite-lived intangible assets other than goodwill for impairment. The new standard permits an entity to first assess qualitative factors to determine whether it is “more likely than not” (defined as having a likelihood of more than 50%) that an indefinite-lived intangible asset is impaired, in order to determine whether further impairment testing is necessary. The new standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Adoption of this new standard for the fiscal year ended December 31, 2012 did not have a material impact on the company’s consolidated financial statements.

4.	NeuVax™ Acquisition

On April 13, 2011, the company acquired its late stage product candidate, NeuVax, through a merger acquisition of Apthera, Inc., a Delaware corporation (“Apthera”), with Apthera surviving as a wholly-owned subsidiary of the company. At the closing of the merger, the company issued to Apthera’s stockholders approximately 5.0 million shares of common stock of the company and agreed to pay to the former Apthera shareholders future contingent consideration of up to $32 million based on the achievement of specified development and commercial milestones relating to the company’s NeuVax product candidate. The contingent consideration is payable, at the election of the company, in cash or in additional shares of common stock.

The goodwill associated with the acquisition is not deductible for tax purposes.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The purchase price consideration and allocation of purchase price were as follows:


	(in 000’s)
Calculation of allocable purchase price:
Fair value of shares issued at closing including escrowed shares expected to be released	$	6,367	(i)
Estimated value of earn-out		6,460


Total allocable purchase price	$	12,827


Allocation of purchase price:
Cash	$	168
Prepaid expenses and other current assets		14
Equipment and furnishings		11
Goodwill		5,898
In-process research and development		12,864
Accounts payable		(931	)
Accrued expenses and other current liabilities		(143	)
Notes payable		(1	)
Deferred tax liability, non-current		(5,053	)


	$	12,827

(i)	The value of the company’s common stock was based upon a per share value of $1.28, the closing price of the company’s common stock as of the close of business on April 13, 2011.

The company recorded the estimated fair value of the contingent consideration at $6.5 million based on the expected probability of achieving the specified development and commercial milestones relating to the company’s NeuVax product candidate and then applying a discount rate, based on a corporate debt interest rate index publicly issued, to the expected future payments. The expected timing and probability of achieving each milestone and the discount rates applied are reviewed quarterly using the most current information to measure the contingent consideration as of the reporting date. On January 19, 2012, the first milestone was achieved, and the company issued into escrow in favor of the former Apthera shareholders $1,000,000, or 1,315,849 shares, of common stock in payment of the related contingent consideration. The number of shares was based on the $0.76 closing price of the company’s common stock as reported on The NASDAQ Capital Market on January 18, 2012, the day prior to achievement of the first milestone. In September 2012, the escrowed shares were released to the former Apthera shareholders from escrow, and the company paid to the former Apthera shareholders cash of $35,016, representing an interest factor of ten percent (10%) per annum on the $1,000,000 amount of the milestone payment from February 10, 2012 through the day immediately prior to the release of the escrowed shares. During the year ended December 31, 2012, the company recorded additional other expense of $579,000 related to the change in the fair value of the escrowed shares up to the date of release from escrow.

The increase in the fair value of the contingent liability during the year ended December 31, 2012 was $2,370,000, and the decrease in the fair value of the contingent liability during the year ended December 31, 2011 was $109,000. The changes in the fair value of the contingent liability are included in other income (expense) in the accompanying condensed consolidated statements of expenses. The fair value of the contingent liability at December 31, 2012 and 2011 was $7,142,000 and $6,351,000, of which $935,000 and $1,782,000 is recorded as a current contingent liability, respectively.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following presents the unaudited, pro forma net loss and pro forma net loss per common share of the company for year ended December 31, 2011 as if the company’s acquisition of Apthera occurred as of January 1, 2011 (in thousands expect for per share data):


	For the Year Ended December 31, 2011
Net loss from continuing operations	$	(4,700	)
Net loss from discontinued operations	$	(8,078	)
Net loss per common share, continuing operations	$	(0.12	)
Net loss per common share, discontinued operations	$	(0.21	)
Net loss per common share	$	(0.34	)

5.	RXi Spin-Out

Contribution Agreement

On September 24, 2011, the company entered into a contribution agreement with RXi pursuant to which we assigned and contributed to RXi substantially all of the company’s RNAi-related technologies and assets. The contributed assets consist primarily of our novel RNAi compounds and licenses relating to our RNAi technologies, as well as the lease of our Worcester, Massachusetts laboratory facility, fixed assets and other equipment located at the facility and our employment arrangements with certain scientific, corporate and administrative personnel who became employees of RXi. The company also contributed $1.5 million of cash to the capital of RXi.

Pursuant to the contribution agreement, RXi assumed certain accrued expenses of our RXI-109 development program and all subsequent obligations under the contributed licenses, employment arrangements and other agreements. RXi also has agreed to make future milestone payments to us of up to $45 million, consisting of two one-time payments of $15 million and $30 million, respectively, if RXi achieves annual net sales equal to or greater than $500 million and $1 billion, respectively, of any covered products that may be developed with the contributed RNAi technologies.

In the contribution agreement, the company made customary representations and warranties to RXi regarding the contributed assets and other matters, and agreed to indemnify RXi against losses arising from a breach of its representations, warranties and covenants set forth in the contribution agreement.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Securities Purchase Agreement

On September 24, 2011, the company also entered into a securities purchase agreement with RXi and two institutional investors, pursuant to which the investors agreed to purchase a total of $9,500,000 of Series A Preferred Stock of RXi (“RXi Preferred Stock”) at the closing of the spin-off of RXi, and to lend up to $1,500,000 to RXi to fund its operations between signing and closing (the “Bridge Loan”). The outstanding principal and accrued interest from the Bridge Loan was converted into RXi Preferred Stock at the closing of the spin-off of RXi and represents a portion of the $9,500,000 total investment in RXi Preferred Stock.

The RXi Preferred Stock will be convertible by a holder at any time into shares of RXi common stock, except to the extent that the holder would own more than 9.999% of the shares of RXi common stock outstanding immediately after giving effect to such conversion. Without regard to this conversion limitation, the shares of the RXi Preferred Stock held by the Investors upon completion of the RXi financing and the spin-off of RXi were convertible into shares of RXi common stock representing approximately 83% of the shares of RXi common stock that would have been outstanding, assuming the conversion in full of the RXi Preferred Stock.

Spin-Off

The company agreed in the securities purchase agreement to distribute to our stockholders on a share-for-share basis approximately 8% of the as-converted common stock of RXi, which distribution was completed in April 2012. The company distributed a total of 66,959,894 RXi shares to its shareholders in April 2012. The company retained 33,476,595 shares of common stock of RXi, which are subject to a one-year lock up period. The value of RXi shares held by the company at December 31, 2012 was approximately $2,678,000, based on the average of high and low bid prices of RXi of $0.08 per share as reported in the OTC Bulletin Board.

The company classified the RXi activities, including for previously reported periods, as discontinued operations in the accompanying consolidated statements of expenses retroactively for all periods presented. The net assets of RXi were removed from the consolidated balance sheet as of the date of the spin-off, and were recorded as an equity distribution. Summarized balance sheet information related to the net assets distributed in the spin-off are as follows (in thousands):


	April 27, 2012			December 31, 2011
Assets
Cash and cash equivalents	$	87		$	556
Other current assets		66			783
Equipment and furnishings		315			355
Liabilities
Accounts payable and accrued liabilities		(1,607	)		(1,747	)
Convertible notes		(1,000	)		(500	)
Capital lease obligations		(20	)		(34	)


Net liabilities	$	(2,159	)	$	(587	)

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Purchase Agreement Terms and Conditions

In the securities purchase agreement, the parties made customary representations and warranties to the other parties and agreed to indemnify each other against losses arising from a breach of their respective representations, warranties and covenants. In accordance with the securities purchase agreement, on April 27, 2012, RXi reimbursed the company and the Investors $300,000 and $100,000, respectively, for transaction costs relating to the contribution agreement, the securities purchase agreement and the transactions called for by the agreements.

RXi Convertible Promissory Notes

Pursuant to the securities purchase agreement, the RXi investors purchased $1,000,000 of secured convertible promissory notes of RXi, the proceeds of which were used to fund RXi’s operations pending the spin-off of RXi. The RXi convertible notes bore interest at a rate of 7% per annum and were converted into shares of RXi Preferred Stock at a conversion price of $1,000 per share in conjunction with the completion of the spin-off.

6.	Fair Value Measurements

The company follows ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) for the company’s financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels. Level inputs are as defined as follows:

Level 1 — quoted prices in active markets for identical assets or liabilities.

Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date.

Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The company categorized its cash equivalents and marketable securities as Level 1 hierarchy. The valuation for Level 1 was determined based on a “market approach” using quoted prices in active markets for identical assets. Valuations of these assets do not require a significant degree of judgment. The company categorized its warrants potentially settleable in cash as a Level 2 hierarchy. The warrants are measured at market value on a recurring basis and are being marked to market each quarter-end until they are completely settled. The warrants are valued using the Black-Scholes method, using assumptions consistent with our application of ASC 718. The contingent purchase price consideration is categorized as a Level 3 hierarchy and is measured at its estimated fair value on a recurring basis and is adjusted at each quarter-end until it is completely settled. The contingent price consideration is valued based on the expected timing of milestones, the expected probability of success for each milestone and the updated discount rates based on a corporate debt interest rate index publicly issued.


Description	December 31, 2012		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	32,431	$	32,431	$	—	$	—
Marketable securities		2,678		2,678		—		—


Total assets	$	35,109	$	35,109	$	—	$	—


Liabilities:
Warrants potentially settleable in cash	$	10,964	$	—	$	10,964	$	—
Contingent purchase price consideration		7,142		—		—		7,142


Total liabilities	$	18,106	$	—	$	10,964	$	7,142


Description	December 31, 2011		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	11,433	$	11,433	$	—	$	—


Total assets	$	11,433	$	11,433	$	—	$	—


Liabilities:
Warrants potentially settleable in cash	$	3,746	$	—	$	3,746	$	—
Contingent purchase price consideration		6,351		—		—		6,351


Total liabilities	$	10,097	$	—	$	3,746	$	6,351

The company has classified its liabilities for contingent earn-out consideration relating to its acquisitions of Apthera within Level 3 of the fair value hierarchy because the fair values are determined using significant unobservable inputs, which included probability weighted cash flows.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The company has not transferred any financial instruments into or out of Level 3 classification during 2011 or 2012. A reconciliation of the beginning and ending Level 3 liabilities for the year ended December 31, 2012 is as follows:


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	(In Thousands)

Balance, January 1, 2011	$	—
Initial fair value of contingent purchase price consideration related to Apthera acquisition		6,460
Change in the estimated fair value of the contingent purchase price consideration		(109	)

Balance at December 31, 2011		6,351
Payment of a contingent purchase price consideration milestone		(1,579	)
Change in the estimated fair value of the contingent purchase price consideration		2,370


Balance at December 31, 2012	$	7,142

7.	Capital Lease Obligations

The company acquired equipment under capital leases that is included in equipment and furnishings in the accompanying consolidated balance sheet. The cost and accumulated amortization of capitalized leased equipment was approximately $40,500 and $11,400 at December 31, 2012, respectively, and $272,000 and $95,000 at December 31, 2011, respectively. Amortization expense for capitalized leased equipment was approximately $8,700 in 2012 and $54,000 in 2011.

8.	Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):


	For the Years Ended December 31,
	2012		2011
Professional fees	$	116	$	520
Research and development costs		1,705		755
Payroll related costs		217		868
Deferred revenue		—		816
Other		—		25


Total accrued expenses and other current liabilities	$	2,038	$	2,984

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

9.	Commitments and Contingencies

The company acquires assets still in development and enters into research and development arrangements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency. In certain agreements, the company is required to make royalty payments based upon a percentage of the sales. Because of the contingent nature of these payments, they are not included in the table of contractual obligations shown below (see also Note 16).

These arrangements may be material individually, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations. In addition, these arrangements often give the company the discretion to unilaterally terminate development of the product, which would allow the company to avoid making the contingent payments; however, the company is unlikely to cease development if the compound successfully achieves clinical testing objectives. The company’s contractual obligations that will require future cash payments as of December 31, 2012 are as follows (in thousands):


	Operating Leases(1)		Non-Cancelable Employment Agreements(2)		Subtotal		Cancelable License Agreements(3)		Total
2013	$	25	$	1,444	$	1,469	$	300	$	1,769
2014		3		539		542		325		867
2015		3		300		303		350		653
2016		2		100		102		350		452
2017		—		—		—		350		350
2018 and Thereafter		—		—		—		6,865		6,865


Total	$	33	$	2,383	$	2,416	$	8,540	$	10,956

(1)	Operating leases are primarily facility and equipment related obligations with third party vendors. Operating lease expenses during the years ended December 31, 2012 and 2011 were approximately $139,000 and $233,000, respectively.

(2)

Employment agreement obligations include management contracts, as well as scientific advisory board member compensation agreements. Certain agreements, which have been revised from time to time, provide for minimum salary levels, adjusted annually at the discretion of the Compensation Committee, as well as for minimum bonuses that are payable.

(3)

License agreements generally relate to the company’s obligations with The Board of Regents, University of Texas and Henry Jackson Foundation for our oncology therapies The company continually assesses the progress of its licensed technology and the progress of its research and development efforts as it relates to its licensed technology and may terminate with notice to the licensor at any time. In the event these licenses are terminated, no amounts will be due.

The company applies the disclosure provisions FASB ASC Topic 460 (“ASC 460”), “ Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ”, to its agreements that contain guarantee or indemnification clauses. The company provides (i) indemnifications of varying scope and size to certain investors and other parties for certain losses suffered or incurred by the indemnified party in connection with various types of third-party claims and (ii) indemnifications of varying scope and size to officers and directors against third party claims arising from the services they provide to us. These indemnifications give rise only to the disclosure provisions of ASC 460. To date, the company has not incurred costs as a result of these obligations and does not expect to incur material costs in the future. Accordingly, the company has not accrued any liabilities in its financial statements related to these indemnifications.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.

Stockholders’ Equity

March 2011 Registered Direct Offering — On March 4, 2011, the company closed an underwritten public offering of 6,000,000 units at a price to the public of $1.35 per unit for gross proceeds of $8.1 million (the “March 2011 Offering”). The offering provided approximately $7.3 million to the company after deducting the underwriting discounts and commissions and offering expenses. Each unit consists of (i) one share of common stock, (ii) a thirteen-month warrant to purchase 0.50 of a share of common stock at an exercise price of $1.70 per share (subject to anti-dilution adjustment) and (iii) a five-year warrant to purchase 0.50 of a share of common stock at an exercise price of $1.87 per share (subject to anti-dilution adjustment). On April 15, 2011, the holders of outstanding warrants issued in the March 2011 Offering to purchase an aggregate of 3,450,000 shares of common stock agreed to exchange such warrants for warrants exercisable for the same number of shares as those being exchanged, but otherwise on the same terms of the warrants sold in the company’s April 2011 financing. Prior to the exchange, the company recorded a decrease in fair value of $1,000,000 related to the exchanged warrants. Upon the exchange, the company recorded a loss of $900,000, which represented the difference between the adjusted fair value of the March 2011 warrants as compared to the fair value of the April 2011 warrants received in the exchange. As a result of a subsequent offering that was completed on April 15, 2011, the exercise price of the remaining 2,550,000 outstanding warrants sold in the March 2011 Offering was reduced to $1.00 per share as a result of the anti-dilution adjustment. As a result of the subsequent offering on September 26, 2011, the exercise price of the remaining 5,850,000 warrants sold in the March 4, 2011 Offering were reduced to $0.65 per share as a result of the anti-dilution adjustment.

April 2011 Registered Direct Offering — On April 20, 2011, the company completed an underwritten public offering of 11,950,000 units at a price to the public of $1.00 per unit for gross proceeds of approximately $12 million (the “April 2011 Offering”). Each unit consisted of one share of common stock and a warrant to purchase one share of common stock at an exercise price of $1.00 per share (subject to anti-dilution adjustment). The shares of common stock and warrants were immediately separable and no separate units were issued. The warrants are exercisable beginning one year and one day from the date of issuance, and expire on the sixth anniversary of the date of issuance. Net proceeds, after underwriting discounts and commissions and other offering expenses, were approximately $10.9 million. As a result of the subsequent offering that was completed on September 26, 2011, the exercise price of the 11,950,000 outstanding warrants sold in the April 2011 Offering was reduced to $0.65 per share as a result of the anti-dilution adjustment. On December 6, 2011, the company effected a warrant exchange with a ratio of 1.42857 warrants in exchange for one share of common stock with several of the April 2011 warrant holders. In total, 5,930,000 warrants were exchanged for 4,151,000 shares of common stock in this transaction.

September 2011 Registered Direct Offering — On September 26, 2011, the company completed a direct offering of 700,000 shares of common stock for gross proceeds of $455,000, resulting in approximately $415,000 of net proceeds to the company after deducting the underwriting discounts and commissions and offering expenses.

April 2012 Registered Direct Offering — On April 13, 2012, the company completed an underwritten public offering of 9,751,000 shares of common stock for gross proceeds of approximately $14.6 million, resulting in approximately $13.5 million of net proceeds to the company after deducting the underwriting discounts and commissions and offering expenses.

December 2012 Registered Direct Offering — On December 18, 2012, the company closed an underwritten public offering of 15,156,250 units at a price to the public of $1.60 per unit for gross proceeds of $24.3 million (the “December 2012 Offering”). The offering provided approximately $22.5 million to the company after deducting the underwriting discounts and commissions and offering expenses. Each unit consists of (i) one share of common stock, and (ii) a five-year warrant to purchase 0.50 of a share of common stock at an exercise price of $1.90 per share (subject to anti-dilution adjustment provisions).

Other Equity Transactions — On March 30, 2011, the company entered into a severance agreement with its former President and Chief Executive Officer whereby, among other things, it agreed to issue shares to the former officer such that the number of shares issued times the market price of the shares on the day immediately following the separation date equal a value of $300,000. As of December 31, 2011, all payments and shares due under this severance agreement have been issued and recorded to stock compensation expense.

On January 20, 2012, The company sold 579,710 shares of our common stock for $400,000, the fair market value on the date of issuance, to Kwang Dong Pharmaceuticals Company, as part of an existing licence agreement for NeuVax covering territorial rights for the compound in South Korea that the company acquired in its merger acquisition with Apthera.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

11.

Warrants

The following is a summary of warrant activity for the years ended December 31, 2012 and 2011 (in thousands):


	December 2012 Warrants		April 2011 Warrants			March 2011 Warrants			March 2010 Warrants			August 2009 Warrants		Consultant Warrants			Total

Outstanding, January 1, 2011		—		—			—			540			978		733			2,251
Issued		—		11,950			6,000			—			—		—			17,950
Exchanged for other warrants		—		3,450			(3,450	)		—			—		—			—
Exchanged for common stock		—		(5,930	)		—			—			—		—			(5,930	)
Exercised		—		—			(150	)		—			—		—			(150	)

Outstanding, December 31, 2011		—		9,470			2,400			540			978		733			14,121
Issued		7,578		—			—			—			—		400			7,978
Exercised		—		(6,624	)		(2,039	)		(180	)		—		(40	)		(8,883	)

Outstanding, December 31, 2012		7,578		2,846			361			360			978		1,093			13,216


Expiration		December 2017		April 2017			March 2016			March 2016			August 2014		January 2014

Warrants consist of liability-classified warrants and equity-classified warrants.

Warrants classified as liabilities

Liability-classified warrants consist of warrants issued in connection with equity financings in December 2012, April 2011, March 2011, March 2010 and March 2009. These warrants are potentially settleable in cash and were determined not to be indexed to the company’s own stock.

The estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. The change in the estimated fair value of the warrant liability is recorded in the consolidated statement of expenses as other income (expense). The fair value of the warrants is estimated using the Black-Scholes option pricing model with the following inputs:


	As of December 31, 2012
	December 2012 Warrants		April 2011 Warrants		March 2011 Warrants		March 2010 Warrants		August 2009 Warrants

Strike price	$	1.90	$	0.65	$	0.65	$	2.18	$	4.50
Expected term (years)		4.98		4.30		3.18		3.24		1.59
Volatility %		80.93		82.48		69.90		69.79		74.13
Risk free rate %		0.72		0.59		0.39		0.40		0.21


	As of December 31, 2011
	December 2012 Warrants		April 2011 Warrants		March 2011 Warrants		March 2010 Warrants		August 2009 Warrants
Strike price	$	—	$	0.65	$	0.65	$	2.34	$	4.50
Expected term (years)		—		5.30		0.03		4.80		2.60
Volatility %		—		98.91		98.91		98.91		98.91
Risk free rate %		—		0.83		0.02		0.83		0.31

The company’s expected volatility is based on a combination of implied volatilities of similar publicly traded entities. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is based on the zero coupon rates in effect at the time of issuance. The dividend yield used in the pricing model is zero, because the company has no present intention to pay cash dividends.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The changes in fair value of the warrant liability for the years ended December 31, 2012 and 2011 were as follows (in thousands):


	December 2012 Warrants			April 2011 Warrants			March 2011 Warrants			March 2010 Warrants			August 2009 Warrants			Total

Warrant liability, January 1, 2011	$	—		$	—		$	—		$	1,195		$	1,943		$	3,138
Fair value of warrants issued		—			11,015			1,794			—			—			12,809
Fair value of warrants exercised		—			(95	)		—			—			—			(95	)
Fair value of warrants exchanged		—			(3,120	)		—			—			—			(3,120	)
Change in fair value of warrants		—			(4,655	)		(1,373	)		(1,079	)		(1,879	)		(8,986	)


Warrant liability, December 31, 2011		—			3,145			421			116			64			3,746
Fair value of warrants issued		7,286			—			—			—			—			7,286
Fair value of warrants exercised		—			(8,130	)		(2,456	)		(257	)		—			(10,843	)
Change in fair value of warrants		(332	)		8,295			2,413			328			71			10,775


Warrant liability, December 31, 2012	$	6,954		$	3,310		$	378		$	187		$	135		$	10,964

Warrants classified as equity

Equity-classified warrants consist of warrants issued in connection with consulting services. These warrants are recorded in equity at fair value upon issuance, and are not reported as liabilities on the balance sheet.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

12.

Development Stage Supplemental Equity Disclosure

Summarized below are the company’s equity (common stock and common stock options) transactions since the company’s inception through December 31, 2012.

Type of Security

Date of Issuance

Shares of
Common
Stock

Dollar
Amount of
Consideration
($)

Price per
Share or
Exercise
Price per
Share
($)

Counter
Party to
Transaction

Nature of
Non-Cash
Consideration

Basis of
Assigning Cost

Common Stock

April 3, 2006

1,624,278

0.002

Founders

Cash

Common Stock

January 8, 2007

7,040,318

(A)

0.007

CytRx

Contributed
Assets

Predecessor
Cost

Common Stock

April 30, 2007

3,273,292

15,348

(B)

5.19

CytRx

Cash

Common Stock

April 30, 2007

462,112

2,311

5.00

UMMS

Intellectual
Properties

Independent
Third Party
Valuation

Common Stock

August 18, 2007

30,000

150

5.00

Directors

—

Cash

Common Stock

September 28, 2007

188,387

978

5.19

CytRx

Independent
Third Party
Valuation

Common Stock

November 21, 2007

66,045

331

5.00

Exercise of Stock
Options

Cash

Common Stock

June 26, 2008

1,073,299

7,918

8.12

PIPE

Net Cash

Common Stock

October 6, 2008 and
November 16, 2008

5,500

5.00

Exercise of Stock
Options

Cash

Common Stock

January 30, 2009

58,398

Market Value

Common Stock

May 1, 2009

281

4.19

Exercise of Stock
Options

Cash

Common Stock

August 3, 2009 and
August 4, 2009

2,385,715

7,714

3.50

Registered Direct

Net Cash

Common Stock

March 22, 2010

2,700,000

15,235

6.00

Registered Direct

Net Cash

Common Stock

Various — 2010

53,500

254

4.75

Exercise of Stock
Options

Cash

Common Stock

January 2, 2010 and
February 9, 2010

86,634

207

Restricted Stock
Units

Market Value

Common Stock

March 4, 2011

6,000,000

7,307

1.35

Registered Direct

Net Cash

Common Stock

March 15, 2011

220,729

256

1.16

Restricted Stock
Units

Market Value

Common Stock

April 13, 2011

4,974,090

6,367

Acquired Company

Market Value

Common Stock

April 20, 2011

11,950,000

10,853

1.00

Registered Direct

Net Cash

Common Stock

July 1, 2011

18,824

0.83

ESPP

Cash

Common Stock

July 27, 2011

150,000

150

1.00

Exercise of
Warrants

Cash

Common Stock

September 26, 2011

700,000

455

0.65

Registered Direct

Cash

Common Stock

December 6, 2011

4,151,000

3,120

Exchange with
Warrant Holders

Market Value

Common Stock

Various — 2011

599,051

594

Stock Compensation

Market Value

Common Stock

January 1, 2012

98,758

0.39

ESPP

Cash

Common Stock

February 17, 2012

579,710

385

0.69

Registered Direct

Net Cash

Common Stock

April 13, 2012

9,751,000

13,478

1.50

Registered Direct

Net Cash

Common Stock

June 15, 2012

1,315,849

1,579

Contingent Purchase
Price Consideration

Market Value

Common Stock

July 1, 2012

135,592

0.40

ESPP

Cash

Common Stock

December 18, 2012

15,156,250

22,513

1.60

Registered Direct

Net Cash

Common Stock

Various — 2012

8,433,003

16,551

1.97

Exercise of
Warrants

Cash

Common Stock

Various — 2012

288,285

364

Stock Compensation

Services

Market Value

Common Stock

Various — 2012

25,937

0.81

Exercise of Stock
Options

Cash

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(A)	Transactions between related parties are accounted for at our predecessor’s historical cost, with the intellectual property which was previously expensed on our predecessor’s books being recorded at zero cost and equipment and furnishings being recorded at $48,000.

(B)

The company received gross proceeds of $17.0 million for the issuance of the 3,273,292 shares of common stock, which equals $5.19 per share. The gross proceeds were reduced by a reimbursement to our predecessor of (1) $1.3 million for the company’s pro rata share of offering costs related to the April 17, 2007 private placement conducted by our predecessor to fund its capital contribution to the company and (2) $363,000 of expenses incurred on behalf of the company for the year ended December 31, 2006. Net proceeds to the company after these charges were $15.3 million or $4.69 a share.

13.

Stock Based Compensation

Options to Purchase Shares of Common Stock — The company follows the provisions ASC 718, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, non-employee directors and consultants, including employee stock options. Stock compensation expense based on the grant date fair value estimated in accordance with the provisions of ASC 718 is recognized as an expense over the requisite service period.

For stock options granted as consideration for services rendered by non-employees, the company recognizes compensation expense in accordance with the requirements of ASC Topic 505-50. Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period of the underlying stock options. At the end of each financial reporting period prior to vesting, the value of these options, as calculated using the Black-Scholes option-pricing model, is being re-measured using the fair value of the company’s common stock and the non-cash compensation recognized during the period will be adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense will include fair value re-measurements until the stock options are fully vested.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The company is currently using the Black-Scholes option-pricing model to determine the fair value of all its option grants. For options granted during the years ended December 31, 2012 and 2011, the following assumptions were used:


	2012	2011
Risk free interest rate	0.84% – 1.13%	0.92% – 3.16%
Volatility	75.44% – 76.85%	98.61% – 113.87%
Expected lives (years)	5.50 – 6.25	4.71 – 9.25
Expected dividend yield	0.00%	0.00%

The weighted average fair value of options granted during the years ended December 31, 2012 and 2011 was $0.70 and $0.89 per share, respectively.

The company’s expected common stock price volatility assumption is based upon the volatility of a basket of comparable companies. The expected life assumptions for employee grants were based upon the simplified method provided for under ASC 718-10, which averages the contractual term of the company’s options of ten years with the average vesting term of four years for an average of six years. The expected life assumptions for non-employees were based upon the contractual term of the option. The dividend yield assumption of zero is based upon the fact that Galena has never paid cash dividends and presently has no intention of paying cash dividends in the future. The risk-free interest rate used for each grant was also based upon prevailing short-term interest rates. The company has estimated an annualized forfeiture rate of 15% for options granted to its employees, 8% for options granted to senior management and no forfeiture rate for the directors. The company will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeiture rates are higher than estimated.

The company recorded approximately $1,394,000 and $3,001,000 of stock-based compensation from continuing operations related to employee and non-employee stock options for the years ended December 31, 2012 and 2011, respectively. As of December 31, 2012, there was $1,240,026 of unrecognized compensation cost related to outstanding options that is expected to be recognized as a component of the company’s operating expenses over a weighted average period of 3.4 years.

On November 4, 2009, Tod Woolf, Ph.D., resigned as our President, Chief Executive Officer and a member of our Board of Directors. According to the Separation Agreement between Dr. Woolf and the company, the company agreed to extend the exercise period for all of Dr. Woolf’s vested Stock Options as of November 4, 2009, to the later of: (i) a period of two (2) years from his resignation (until November 4, 2011), or (ii) ninety (90) days following the end of the term of the SAB Agreement (February 4, 2013) or such earlier date as the SAB Agreement may be terminated pursuant to the terms of the SAB Agreement provided Dr. Woolf has not violated the non-competition provisions of the SAB Agreement prior to the date of exercise (whether or not the SAB Agreement is still in effect at that time). Notwithstanding any provision of the company’s 2007 Incentive Plan, the company also agreed that Dr. Woolf’s previously awarded Stock Options shall continue to vest during his continuing role in the company in the New Position. The total expense for 2012 and 2011 was $6,160 and $65,000, respectively.

During the fiscal year ended December 31, 2011, we granted to our President and Chief Executive Officer 300,000 stock options subject to performance-based vesting. The aggregate fair market value of the stock option grant was valued using the lattice model and is being amortized to compensation expense over the vesting period. Compensation expense recognized related to this grant was approximately $31,000 and $23,000 for the years ended December 31, 2012 and 2011, respectively.

As of December 31, 2012, an aggregate of 12,500,000 shares of common stock were reserved for issuance under the company’s 2007 Incentive Plan, including 7,672,384 shares subject to outstanding common stock options granted under this plan and 3,702,336 shares available for future grants. The administrator of the plan determines the times when an option may become exercisable. Vesting periods of options granted to date include vesting upon grant to vesting at the end of a four year period. The options will expire, unless previously exercised, no later than ten years from the grant date. The company is using unissued shares for all shares issued for options, restricted share awards and ESPP issuances.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the options’ activity of the company’s stock option plan:


	Stock Options			Weighted Average Exercise Price
Outstanding — January 1, 2011		4,333,136		$	5.10
Granted		3,322,500			1.21
Exercised		—			—
Forfeited		(1,492,499	)		4.99


Outstanding — December 31, 2011		6,163,137			3.03
Granted		1,800,000			0.99
Exercised		(25,937	)		0.85
Forfeited		(264,816	)		3.52


Outstanding — December 31, 2012		7,672,384			2.54


Exercisable — December 31, 2011		4,673,768			3.40


Exercisable — December 31, 2012		5,734,817			3.01

The weighted average remaining contractual life of options outstanding and exercisable at December 31, 2012 was 7.38 years and 6.87 years, respectively. The weighted average remaining contractual life of options outstanding and exercisable at December 31, 2011 was 7.87 years and 7.56 years, respectively.

The aggregate intrinsic value of outstanding options as of December 31, 2012 and 2011 was $2,288,000 and $0, respectively. The aggregate intrinsic value of exercisable options as of December 31, 2012 and 2011 was $1,394,000 and $0, respectively. The aggregate intrinsic value is calculated based on the positive difference between the closing fair market value of the company’s common stock and the exercise price of the underlying options.

The aggregate intrinsic value of options exercised during 2012 and 2011 was approximately $17,650 and $0, respectively.

Stock Options Modified — On April 14, 2011, all of the company’s directors and certain of the company’s executive officers executed agreements with the company under which they agreed that none of their outstanding stock options will be exercisable unless and until the company increases the number of authorized shares of common stock to a number that is sufficient to permit the exercise or conversion in full of all then outstanding options of the company (including their stock options), warrants and other securities of the company that are convertible into shares of common stock. An aggregate of 3,498,256 option shares are covered by these agreements. For accounting purposes, the agreement of all of the company’s directors and certain executive officers to place restrictions of the exercisability of their options is treated as a modification of their options resulting in the reclassification of the options from equity to a liability. In connection with the modification, the company recognized compensation cost equal to the greater of (a) the grant date fair value of the original equity award plus an incremental cost associated with the modification or (b) the fair value of the modified award when it is settled. On July 15, 2011, the Board of Directors of the company adopted an amendment to increase the authorized shares of common stock to 125,000,000, which was presented to and approved by the stockholders of the company at the 2011 Annual Meeting of Stockholders. This increase in the authorized shares was sufficient to permit the exercise or conversion in full of all then outstanding options of the company (including their stock options), warrants and other securities of the company that are convertible into shares of common stock, as a result, the liability was marked to market through July 15, 2011 and, upon settlement, the value of $1,036,000 was reclassified to additional paid in capital. As a result of the modification, the company recorded additional stock compensation expense of $35,000 during the year ended December 31, 2011.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Employee Stock Purchase Plan — The company also has an employee stock purchase plan (“ESPP”) which allows employees to contribute up to 15% of their cash earnings, subject to certain maximums, to be used to purchase shares of our common stock on each semi-annual purchase date. The purchase price is equal to 85% of the market value per share on either the first or last day of the semi-annual period, whichever is lower. Our ESPP is non-compensatory pursuant to the provisions of generally accepted accounting principles for share-based compensation expense. The ESPP contains an “evergreen provision” with annual increases in the number of shares available for issuance on the first day of each year through January 1, 2015 equal to the lesser of: (a) 250,000 shares increased on each anniversary of the adoption of the Plan by one percent (1%) of the total shares of stock then outstanding and (b) 1,000,000 shares. As of December 31, 2012, an aggregate of 809,022 shares of common stock were authorized and available for future issuance under the ESPP. The company has issued 190,978 shares under the ESPP through December 31, 2012.

Restricted Stock Units — In addition to options to purchase shares of common stock, the company may grant restricted stock units (“RSU”) as part of its compensation package. Each RSU is granted at the fair market value based on the date of grant. Vesting is determined on a grant by grant basis.

In 2012 and 2011, the company granted a total of 0 and 220,729 RSUs, respectively. The RSUs granted in 2011 had an aggregate intrinsic value of $256,000. As of December 31, 2012, all of the RSUs had vested in full.

14.

Net Loss Per Share

The company accounts for and discloses net loss per common share in accordance with FASB ASC Topic 260 “ Earnings per Share.” Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding. Potential common shares consist of shares issuable upon the exercise of stock options and warrants. Because the inclusion of potential common shares would be anti-dilutive for all periods presented, diluted net loss per common share is the same as basic net loss per common share.

The following table sets forth the potential common shares excluded from the calculation of net loss per common share because their inclusion would be anti-dilutive:


	December 31,
	2012		2011
Options to purchase common stock		7,672,384		6,163,137
Warrants to purchase common stock		13,215,576		14,120,642


Total		20,887,960		20,283,779

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

15.

Income Taxes

The components of federal and state income tax expense (benefit) are as follows (in thousands):


	As of December 31,
	2012			2011
Current
Federal	$	—		$	—
State		—			—


Total current		—			—
Deferred
Federal		(894	)		—
State		(158	)		—


Total deferred		(1,052	)		—


Total income tax expense (benefit)	$	(1,052	)	$	—

The components of net deferred tax assets are as follows (in thousands):


	As of December 31,
	2012			2011
Net operating loss carryforwards	$	23,632		$	18,786
Tax credit carryforwards		3,201			3,160
Unrealized gain on marketable securities		(1,052	)		—
Stock based compensation		7,944			6,885
Other		(328	)		193
Licensing deduction deferral		8,194			7,458


Gross deferred tax assets		41,591			36,482
Valuation allowance		(41,591	)		(36,482	)


Net deferred tax asset	$	—		$	—

The components of net deferred tax liabilities are as follows (in thousands):


	As of December 31,
	2012		2011
In-process research and development not subject to future amortization for tax purposes	$	5,053	$	5,053


Gross deferred tax liability	$	5,053	$	5,053

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The provision for income taxes differs from the provision computed by applying the federal statutory rate to net loss before income taxes as follows (in thousands):


	As of December 31,
	2012			2011
Unrealized gain on marketable securities	$	(1,052	)	$	—
Changes in warrant value		3,664			(3,361	)
Expected federal income tax benefit		(11,688	)		(3,905	)
Non-qualified stock compensation		152			172
Effect of change in valuation allowance		8,939			8,551
Income tax credits		—			(260	)
State income taxes after credits		(1,067	)		(1,197	)


	$	(1,052	)	$	—

The company has incurred net operating losses from inception. At December 31, 2012, the company had domestic federal and state net operating loss carryforwards of approximately $57.2 and $50.5 million, respectively, available to reduce future taxable income, which expire at various dates beginning in 2013 through 2032. The company also had federal and state research and development tax credit carryforwards of approximately $2,000,000 and $1,900,000, respectively, available to reduce future tax liabilities and which expire at various dates beginning in 2023 through 2032. The income tax benefit for the year ended December 31, 2012 relates to the unrealized gain on available for sale securities.

Under the provisions of the Internal Revenue Code, certain substantial changes in the company’s ownership may result in a limitation on the amount of net operating loss carryforwards and research and development credit carryforwards which could be utilized annually to offset future taxable income and taxes payable.

Based on an assessment of all available evidence including, but not limited to the company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a result, a 100% deferred income tax valuation allowance has been recorded against these assets.

The company files income tax returns in the U.S. federal, Massachusetts, California and Oregon jurisdictions. The company is subject to tax examinations for the 2008 tax year and beyond. The company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. The company has not incurred any interest or penalties. In the event that the company is assessed interest or penalties at some point in the future, they will be classified in the financial statements as general and administrative expense.

16.

License Agreements

As part of its business, the company enters into licensing agreements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency. In certain agreements, the company is required to make royalty payments based upon a percentage of net sales.

The expenditures required under these arrangements may be material individually in the event that the company develops product candidates covered by the intellectual property licensed under any such arrangement, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations. In addition, these arrangements often give the company discretion to unilaterally terminate development of the product, which would allow the company to avoid making the contingent payments; however, the company is unlikely to cease development if the compound successfully achieves clinical testing objectives.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In conjunction with the acquisition of NeuVax™, the company assumed the rights and obligations of a certain license agreement, as amended, from The University of Texas M. D. Anderson Cancer Center (“MDACC”) and The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc. (“HJF”) which grants exclusive worldwide rights to a U.S. patent covering the nelipepimut-S peptide, and several U.S. and foreign patents and patent applications covering methods of using the peptide as a vaccine. Under the terms of this license, we are required to make future annual maintenance fee payments, as well as clinical milestone payments and royalty payments based on sales of therapeutic products developed from the licensed technologies. As part of the expected payments under the terms of the license, the company must pay an annual maintenance fee of $200,000. In addition, upon commencing the Phase 3 trial, we will pay a milestone payment of $200,000.

In July 2011, the company entered into a subsequent non-exclusive license agreement with HJF which has since been made exclusive, granting patent rights to the use of the nelipepimut-S peptide in combination with Herceptin^®. Under the terms of the license, the company paid an issue royalty fee of $100,000. In addition, the company must pay an annual maintenance fee of $25,000 for each of two patents and royalties based on net sales upon commercialization.

In September 2011, the company licensed worldwide rights to develop and commercialize a Folate Binding Protein-E39 (FBP) targeted vaccine to prevent recurrence in gynecological cancers such as ovarian and endometrial adenocarconimas. The FBP vaccine was licensed from The University of Texas M D Anderson Cancer Center and Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc. FBP has been granted Investigational New Drug approval by the U.S. Food and Drug Administration to enter clinical trials. Institutional Review Board approval has also been received which allowed the company to initiate Phase 1 trials by the end of 2011. As part of the expected payments under the terms of the license, the company paid an issue royalty fee of $100,000. Additionally, the company shall pay the HJF a non-creditable, nonrefundable License issue royalty in the sum of $15,000 for each additional item of follow-on intellectual property. In addition, the company must pay an annual maintenance fee of $25,000 in 2012 and $50,000 in 2013.

Effective December 3, 2012, we entered into a license and supply agreement with ABIC Marketing Limited, a subsidiary of Teva Pharmaceuticals (“ABIC”), under which we granted ABIC exclusive rights to seek marketing approval in Israel for our NeuVax product candidate for intradermal injection for the treatment of breast cancer following its approval by the U.S. Food and Drug Administration or the European Medicines Agency, and to market, sell and distribute NeuVax in Israel assuming such approval is obtained. ABIC’s rights also include a right of first refusal in Israel for all future indications for which NeuVax™ may be approved. Under the license and supply agreement, ABIC will assume responsibility for regulatory registration of NeuVax in Israel, provide financial support for local development, and commercialize the product in the region in exchange for making royalty payments to us based on future sales of NeuVax. ABIC also agrees in the license and supply agreement to purchase from us all supplies of NeuVax at a price determined according to a specified formula.

17.

Related Party Transactions

Since 2011, the company has retained TroyGould PC as outside corporate counsel. Sanford J. Hillsberg, the Chairman of the company, is a senior lawyer with TroyGould PC. Galena expensed $507,339 to TroyGould PC for services provided in 2011. In 2012, Galena expensed $399,932 in cash and a fair market value of $135,000 in Galena common stock for services. At December 31, 2012, Galena owed $201,000 to TroyGould PC.

18.

Employee Benefit Plan

The company sponsors a 401(k) retirement savings plan (the “Plan”). Participation in the Plan is available to full-time employees who meet eligibility requirements. Eligible employees may defer a portion of their salary as defined by Internal Revenue Service regulations. The company may make matching contributions on behalf of all participants in the 401(k) Plan in an amount determined by the company’s board of directors. The company may also make additional discretionary profit sharing contributions in amounts as determined by the board of directors, subject to statutory limitations. Matching and profit-sharing contributions, if any, are subject to a vesting schedule; all other contributions are at all times fully vested. The company intends the 401(k) Plan, and the accompanying trust, to qualify under Sections 401(k) and 501 of the Internal Revenue Code so that contributions by employees to the 401(k) Plan, and income earned (if any) on plan contributions, are not taxable to employees until withdrawn from the 401(k) Plan, and so that the company will be able to deduct its contributions, if any, when made. The trustee under the 401(k) Plan, at the direction of each participant, invests the assets of the 401(k) Plan in any of a number of investment options. To date, the company has not made any matching contributions.

19.

Subsequent Events

The company evaluated all events or transactions that occurred after December 31, 2012 up through the date these financial statements were issued. Other than what is disclosed below, or elsewhere in the notes to the consolidated financial statements, the company did not have any material recognizable or unrecognizable subsequent events.

GALENA BIOPHARMA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On January 29, 2013, the company granted an option to purchase 50,000 shares of common stock to each of the five non-employee members of the Board of Directors. These options had an exercise price of $1.71 per share, which represented the company’s closing stock price on that date. The options vest quarterly over a one-year period and expire not later than 10 years from the grant date.

On January 29, 2013, the company granted options to purchase an aggregate of 1,823,000 shares of common stock to certain employees at a price of $1.71 per share, which represented the company’s closing stock price on that date. The options vest over four quarters beginning three months from the date of grant and expire not later than 10 years from the date of grant.

From January 1, 2013 through March 11, 2013, the company issued 84,000 shares of the company’s common stock subject to the exercise of outstanding warrants from various warrant holders. The company received $54,600 in total payments at an exercise price of $0.65 per share.

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.

Not applicable.

Item 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), defines the term “disclosure controls and procedures” as those controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Principal Accounting Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Principal Accounting Officer have concluded that our disclosure controls and procedures are effective.

Evaluation of Disclosure Controls and Procedure Management’s report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Accounting Officer, we conducted evaluations of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluations under the framework in Internal Control-Integrated Framework issued by the COSO, our Chief Executive Officer and Principal Accounting Officer concluded that our internal control over financial reporting was effective as of December 31, 2012.

This annual report includes an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting.

There have been no changes in our internal controls over financial reporting during the fourth quarter of the year ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.

OTHER INFORMATION

On March 11, 2013, we entered into separate amendments to our employment agreements with Mark Schwartz, Ph.D., our Executive Vice President and Chief Operating Officer, and Rosemary Mazanet, M.D., Ph.D., our Executive Vice President and Chief Medical Officer. The amendments modified the employment agreements to extend indefinitely the employment agreements following the expiration of their current terms (on September 23, 2013 and April 18, 2014, respectively) on an “at will” basis and to provide (1) that the employment agreements may be terminated at any time after March 11, 2013 by us or the executive officer, with or without “cause” (as defined), and (2) for severance payments to the executives equal to six months’ base salary in the event of we terminate either executive’s employment without “cause”.

PART III.

Item 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We will file with the SEC a definitive Proxy Statement, which we refer to herein as the “Proxy Statement,” not later than 120 days after the fiscal year ended December 31, 2012. The information required by this item is incorporated herein by reference to the information contained in the Proxy Statement.

Item 11.

EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to the information contained in the Proxy Statement.

Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required by this item is incorporated herein by reference to the information contained in the Proxy Statement.

Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to the information contained in the Proxy Statement.

Item 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated herein by reference to the information contained in the Proxy Statement.

PART IV.

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial Statements

See Item 8 in Part II of this annual report on Form 10-K, “Financial Statements and Supplementary Data,” for an index to the financial statements filed in this annual report, which information is incorporated herein by reference.

(2) Financial Statement Schedules

Certain schedules are omitted because they are not applicable, or not yet required because we are transitioning from smaller reporting company status.

(3) Exhibits

The Exhibits listed in the Exhibit Index immediately preceding the Exhibits are filed as a part of this annual report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


GALENA BIOPHARMA, INC.

By:		/s/ Mark J. Ahn
		Mark J. Ahn, Ph.D. President and Chief Executive Officer

Dated: March 12, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Mark J. Ahn Mark J. Ahn, Ph.D.	President, Chief Executive Officer and Director	March 12, 2013

/s/ Ryan M. Dunlap Ryan M. Dunlap	Director of Finance, Controller and Principal Accounting Officer (Principal Financial and Accounting Officer)	March 12, 2013

/s/ Sanford J. Hillsberg Sanford J. Hillsberg	Director	March 12, 2013

/s/ Richard Chin Richard Chin, M.D.	Director	March 12, 2013

/s/ Stephen S. Galliker Stephen S. Galliker	Director	March 12, 2013

/s/ Steven A. Kriegsman Steven A. Kriegsman	Director	March 12, 2013

/s/ Rudolph Nisi Rudolph Nisi, M.D.	Director	March 12, 2013


Exhibit Number		Description

1.1		Underwriting Agreement dated as of April 5, 2012 by and between Galena Biopharma, Inc. and Roth Capital Partners, LLC, as representative of the several underwriters named therein.(25)

1.2		Purchase Agreement dated as of December 18, 2012 by and between Galena Biopharma, Inc. and Piper Jaffray & Co. (26)

3.1		Form of Amended and Restated Certificate of Incorporation of Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation).(1)

3.2		Amendment to Amended and Restated Certificate of Incorporation of Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation).(20)

3.3		Certificate of Ownership and Merger.(14)

3.4		Form of Amended and Restated By-laws of Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation).(1)

4.1		Specimen common stock certificate.**

4.2		Annex I to form of Subscription Agreement — Registration Rights Terms between Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) and Stephen Galliker, Mark Ahn, Ph.D. and Sanford Hillsberg.(1)

4.3		Warrant No. A-1 in favor of J.P. Turner Partners, LP, dated August 7, 2008.(3)

4.4		Form of Common Stock Purchase Warrant issued in August 2009.(4)

4.5		Form of Common Stock Purchase Warrant issued in March 2010.(5)

4.7		Form of Five-Year Common Stock Purchase Warrant issued in March 2011.(7)

4.8		Form of Common Stock Purchase Warrant issued in April 2011.(10)

4.9		Warrant No. 2012-1 in favor of Legend Securities, Inc. issued in February 2012.(21)

4.10		Form of December 2012 Warrant.(26)

10.1		Form of Contingent Value Rights Agreement among Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Computershare Trust Company, N.A., Computershare Inc., and Robert E Kennedy, dated April 13, 2011.(9)

10.2		First Amendment to Contingent Value Rights Agreement among Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Computershare Trust Company, N.A., Computershare Inc., and Robert E Kennedy, dated February 15, 2012.(21)

10.3		Form of Escrow Agreement entered into among Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Computershare Trust Company, N.A., and Robert E. Kennedy, in his capacity as the Stockholder Representative, on April 13, 2011.(9)

10.4		Employment Agreement between Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) and Mark W. Schwartz, Ph.D., dated April 13, 2011.*(11)

10.5		Amendment No. 1 to Employment Agreement made as of September 23, 2011 between Galena Biopharma, Inc. (formerly RXi Pharmaceuticals) and Mark W. Schwartz, Ph.D.*(12)

10.6		Amendment No. 2 to Employment Agreement made as of March 11, 2013 between Galena Biopharma, Inc. and Mark W. Schwartz, Ph.D.* **

10.7		Employment Agreement between Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) and Mark Ahn, Ph.D., dated March 31, 2011.*(8)

10.8		Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) Amended and Restated 2007 Incentive Plan.*(6)

10.9		Amendment to Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) Amended and Restated 2007 Incentive Plan.*(19)

10.10		Form of Incentive Stock Option.*(1)

10.11		Form of Non-qualified Stock Option.*(1)

10.12		Patent and Technology License Agreement, dated September 11, 2006, by and among the Board of Regents of the University of Texas System, the University of Texas M.D. Anderson Cancer Center, the Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc. (formerly Advanced Peptide Therapeutics, Inc.).+(11)


Exhibit Number		Description

10.13		Amendment No. 1 to Patent and Technology License Agreement, dated December 21, 2007, by and among the Board of Regents of the University of Texas System, the University of Texas M.D. Anderson Cancer Center, the Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc. (formerly Advanced Peptide Therapeutics, Inc.).(11)

10.14		Amendment No. 2 to Patent and Technology License Agreement, dated September 3, 2008, by and among the Board of Regents of the University of Texas System, the University of Texas M.D. Anderson Cancer Center, the Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc. (formerly Advanced Peptide Therapeutics, Inc.).(11)

10.15		Amendment No. 3 to Patent and Technology License Agreement, dated July 8, 2009, by and among the Board of Regents of the University of Texas System, the University of Texas M.D. Anderson Cancer Center, the Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc. (formerly Advanced Peptide Therapeutics, Inc.).(11)

10.16		Amendment No. 4 to Patent and Technology License Agreement, dated February 11, 2010, by and among the Board of Regents of the University of Texas System, the University of Texas M.D. Anderson Cancer Center, the Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc. (formerly Advanced Peptide Therapeutics, Inc.).+(11)

10.17		Amendment No. 5 to Patent and Technology License Agreement, dated January 10, 2011, by and among the Board of Regents of the University of Texas System, the University of Texas M.D. Anderson Cancer Center, the Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc., and Apthera, Inc. (formerly Advanced Peptide Therapeutics, Inc.).+(11)

10.18		Scientific Advisory Agreement between Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) and George E. Peoples, Ph.D., dated May 1, 2011.**

10.19		Form of Amendment to Stock Options Granted under Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) 2007 Incentive Plan, entered into in April 2011 by Galena Biopharma, Inc. with all directors of Galena Biopharma, Inc., as of April 1, 2011, and Mark J. Ahn, Ph.D.*(11)

10.20		Exclusive License Agreement, dated as of July 11, 2011, by and among The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc., Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) and its wholly-owned subsidiary, Apthera, Inc.+(11)

10.21		Agreement and Plan of Merger by and among Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Diamondback Acquisition Corp., Apthera, Inc. and Robert E. Kennedy, in his capacity as the Stockholder Representative, dated March 31, 2011.(8)

10.22		Exclusive License Agreement, dated effective as of September 16, 2011, by and among The Henry M. Jackson Foundation for the Advancement of Military Medicine, Inc., Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), The Board of Regents of the University of Texas System and The University of Texas M.D. Anderson Cancer Center.+(13)

10.23		Contribution Agreement, dated as of September 24, 2011, between RXi Pharmaceuticals Corporation (formerly RNCS, Inc.) and Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation).(14)

10.24		Securities Purchase Agreement, dated as of September 24, 2011, among RXi Pharmaceuticals Corporation (formerly RNCS, Inc.), Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Tang Capital Partners, LP and RTW Investments, LLC.(14)

10.25		Omnibus Amendment to Securities Purchase Agreement, dated as of February 6, 2012, among RXi Pharmaceuticals Corporation (formerly RNCS, Inc.), Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Tang Capital Partners, LP and RTW Investments, LLC.(17)

10.26		Second Omnibus Amendment to Securities Purchase Agreement, dated as of March 5, 2012, among RXi Pharmaceuticals Corporation (formerly RNCS, Inc.), Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Tang Capital Partners, LP and RTW Investments, LLC.(21)

10.27		Third Omnibus Amendment to Securities Purchase Agreement, dated as of March 30, 2012, among RXi Pharmaceuticals Corporation (formerly RNCS, Inc.), Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Tang Capital Partners, LP and RTW Investments, LLC.(23)


Exhibit Number		Description

10.28		Fourth Omnibus Amendment to Securities Purchase Agreement, dated as of April 3, 2012, among RXi Pharmaceuticals Corporation (formerly RNCS, Inc.), Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Tang Capital Partners, LP and RTW Investments, LLC.(23)

10.29		Fifth Omnibus Amendment to Securities Purchase Agreement, dated as of April 11, 2012, among RXi Pharmaceuticals Corporation (formerly RNCS, Inc.), Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Tang Capital Partners, LP and RTW Investments, LLC.(23)

10.30		Sixth Omnibus Amendment to Securities Purchase Agreement, dated as of April 18, 2012, among RXi Pharmaceuticals Corporation (formerly RNCS, Inc.), Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Tang Capital Partners, LP and RTW Investments, LLC.(23)

10.31		Seventh Amendment Agreement to Securities Purchase Agreement, dated as of April 25, 2012, among RXi Pharmaceuticals Corporation (formerly RNCS, Inc.), Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation), Tang Capital Partners, LP and RTW Investments, LLC.(23)

10.32		Investor Subscription Agreement, dated September 24, 2011, among Galena Biopharma, Inc. (formerly, RXi Pharmaceuticals Corporation), Tang Capital Partners, LP. and RTW Investments, LLC.(14)

10.33		Amended and Restated Investor Subscription Agreement, dated September 26, 2011, among Galena Biopharma, Inc., Tang Capital Partners, LP. and RTW Investments, LLC.(15)

10.34		Form of Exchange Agreements by and between Galena Biopharma, Inc. and the Investors named therein.(16)

10.35		Lease between Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) and LO 138, LLC for 310 N. State Street, Suite 208, Lake Oswego, Oregon, 97034, entered into as of July 18, 2011.(21)

10.36		Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) Employee Stock Purchase Plan.*(18)

10.37		License Agreement, effective as of April 30, 2009, between Kwangdong Pharmaceutical Co., Ltd. and Apthera, Inc.+(21)

10.38		Amendment No. 1 to License Agreement, dated as of January 13, 2012, by and among Apthera, Inc., Kwangdong Pharmaceutical Co., Ltd., and Galena Biopharma, Inc.(21)

10.39		Employment agreement, effective April 18, 2012, between Galena Biopharma, Inc. and Rosemary Mazanet, M.D., Ph.D.* **

10.40		Amendment No. 1 to Employment Agreement made as of March 11, 2013 between Galena Biopharma, Inc. and Rosemary Mazanet, M.D., Ph.D.* **

10.41		Employment letter agreement, effective July 16, 2012, between Galena Biopharma, Inc. and Ryan M. Dunlap.* (25)

10.42		Amendment to Galena Biopharma, Inc. (formerly RXi Pharmaceuticals Corporation) Amended and Restated 2007 Incentive Plan.* (22)

10.43		License and Supply Agreement, effective December 4, 2012, between Galena Biopharma, Inc. and ABIC Marketing Limited, a subsidiary of Teva Pharmaceuticals.+**

14.1		Code of Ethics and Conduct.(2)

21.1		Subsidiaries of the Registrant.(24)

23.1		Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.**

31.1		Sarbanes-Oxley Act Section 302 Certification of Mark J. Ahn, Ph.D.**

31.2		Sarbanes-Oxley Act Section 302 Certification of Ryan M. Dunlap.**

32.1		Sarbanes-Oxley Act Section 906 Certification of Mark J. Ahn, Ph.D., and Ryan M. Dunlap.**

101.INS		XBRL Instance Document.

101.SCH		XBRL Taxonomy Extension Schema.

101.CAL		XBRL Taxonomy Extension Calculation.

101.DEF		XBRL Taxonomy Extension Definition.

101.LAB		XBRL Taxonomy Extension Label.

101.PRE		XBRL Taxonomy Extension Presentation.

(1)	Previously filed as an Exhibit to the company’s Registration Statement on Form S-1 filed on October 30, 2007 (File No. 333-147009) and incorporated by reference herein

(2)	Previously filed as an Exhibit to the company’s Form 10-K filed on April 15, 2008 (File No. 001-33958) and incorporated by reference herein.

(3)	Previously filed as an Exhibit to the company’s Form 10-Q filed on November 14, 2008 (File No. 001-33958) and incorporated by reference herein.

(4)	Previously filed as an Exhibit to the company’s Form 8-K filed on July 31, 2009 (File No. 001-33958) and incorporated by reference herein.

(5)	Previously filed as an Exhibit to the company’s Form 8-K filed on March 23, 2010 (File No. 001-33958) and incorporated by reference herein.

(6)	Previously filed as Annex A to the company’s Proxy Statement on Schedule 14A filed on April 23, 2010 (File No. 001-33958) and incorporated by reference herein.

(7)	Previously filed as an Exhibit to the company’s Form 8-K filed on March 1, 2011 (File No. 001-33958) and incorporated by reference herein.

(8)	Previously filed as an Exhibit to the company’s Form 8-K filed on April 5, 2011 (File No. 001-33958) and incorporated by reference herein.

(9)	Previously filed as an Exhibit to the company’s Form 8-K filed on April 14, 2011 (File No. 001-33958) and incorporated by reference herein.

(10)	Previously filed as an Exhibit to the company’s Form 8-K filed on April 15, 2011 (File No. 001-33958) and incorporated by reference herein.

(11)	Previously filed as an Exhibit to the company’s Form 10-Q filed on August 15, 2011 (File No. 001-33958) and incorporated by reference herein.

(12)	Previously filed as an Exhibit to the company’s Form 10-Q filed on November 14, 2011 (File No. 001-33958) and incorporated by reference herein.

(13)	Previously filed as an Exhibit to the company’s Form 8-K filed on September 21, 2011 (File No. 001-33958) and incorporated by reference herein.

(14)	Previously filed as an Exhibit to the company’s Form 8-K filed on September 26, 2011 (File No. 001-33958) and incorporated by reference herein.

(15)	Previously filed as an Exhibit to the company’s Form 8-K filed on September 27, 2011 (File No. 001-33958) and incorporated by reference herein.

(16)	Previously filed as an Exhibit to the company’s Form 8-K filed on December 6, 2011 (File No. 001-33958) and incorporated by reference herein.

(17)	Previously filed as an Exhibit to Amendment No. 4 to RXi Pharmaceuticals Corporation’s Registration Statement on Form S-1 filed on February 7, 2012 (File No. 333-177498) and incorporated by reference herein.

(18)	Previously filed as Annex B to the company’s Proxy Statement on Schedule 14A filed on April 23, 2010 (File No. 001-33958) and incorporated by reference herein.

(19)	Previously filed as Annex A to the company’s Proxy Statement on Schedule 14A filed on May 31, 2011 (File No. 001-33958) and incorporated by reference herein.

(20)	Previously filed as Annex B to the company’s Proxy Statement on Schedule 14A filed on May 31, 2011 (File No. 001-33958) and incorporated by reference herein.

(21)	Previously filed as an Exhibit to the company’s Form 10-K filed on March 28, 2012 (File No. 001-33958) and incorporated by reference herein.

(22)	Previously filed as Annex A to the company’s Proxy Statement on Schedule 14A filed on April 30, 2012 (file No. 001-33958).

(23)	Previously filed as an Exhibit to the company’s Form 10-Q filed on May 14, 2012 (File No. 001-33958) and incorporated by reference herein.

(24)	Previously filed as an Exhibit to the company’s Form 10-K filed on April 15, 2011 (File No. 001-33958) and incorporated by reference herein.

(25)	Previously filed as an Exhibit to the company’s Form 10-Q filed on August 14, 2012 (File No. 001-33958) and incorporated by reference herein.

(26)	Previously filed as an Exhibit to the company’s Form 8-K filed on December 19, 2012 (File No. 001-33958) and incorporated by reference herein.

*	Indicates a management contract or compensatory plan or arrangement.

**	Filed herewith.

+	This exhibit was filed separately with the Commission pursuant to an application for confidential treatment. The confidential portions of the exhibit have been omitted and have been marked by an asterisk.