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Organization
3 Months Ended
Mar. 31, 2013
Organization  
Organization

1. Organization

 

Radius Health, Inc. (“Radius” or the “Company”), which was formerly known as MPM Acquisition Corp., is a biopharmaceutical company focused on developing new therapeutics for the treatment of osteoporosis and other women’s health conditions. The Company’s lead product candidate, currently in Phase 3 clinical development, is BA058-SC, a daily subcutaneous injection of novel synthetic peptide analog of human parathyroid hormone-related protein (“hPTHrP”) for the treatment of osteoporosis. The BA058-SC Phase 3 study began dosing patients in April 2011 and completed enrollment in March 2013. The Company is also developing BA058-TD, a short wear time, transdermal form of BA058 delivered using a microneedle technology from 3M Drug Delivery Systems (“3M”), for which the Company commenced a Phase 2 clinical study during the third quarter of 2012. The Phase 2 clinical study completed enrollment in January 2013.  The Company also has two other product candidates, RAD1901, a selective estrogen receptor modulator, in Phase 2 clinical development for the treatment of vasomotor symptoms (hot flashes) in women entering menopause, and RAD140, a selective androgen receptor modulator, currently in preclinical development as a potential treatment for age-related muscle loss, frailty, weight loss associated with cancer cachexia and osteoporosis.

 

Pursuant to an Agreement and Plan of Merger (the “Merger Agreement” or the “Merger”) entered into in April 2011 by and among the Company (a public-reporting, Form 10 shell company at the time), RHI Merger Corp., a Delaware corporation and wholly owned subsidiary of the Company (“MergerCo”), and Radius Health, Inc., a privately-held Delaware corporation (“Former Operating Company”), MergerCo merged with and into the Former Operating Company, with the Former Operating Company remaining as the surviving entity and a wholly-owned subsidiary of the Company.  This transaction is herein referred to as the “Merger.” The Merger was effective as of May 17, 2011, upon the filing of a certificate of merger with the Delaware Secretary of State.  Following the Merger on May 17, 2011, the Company’s Board of Directors approved a transaction pursuant to which the Former Operating Company merged with and into the Company, leaving the Company as the surviving corporation (the Short-Form Merger”).  As part of the Short-Form Merger, the Company, then named MPM Acquisition Corp., changed its name to Radius Health, Inc. and assumed the operations of the Former Operating Company.

 

The Company is subject to the risks associated with emerging companies with a limited operating history, including dependence on key individuals, a developing business model, market acceptance of the Company’s product candidates, competition for its product candidates, and the continued ability to obtain adequate financing to fund the Company’s future operations. The Company has incurred losses and expects to continue to incur additional losses for the foreseeable future. As of March 31, 2013, the Company had an accumulated deficit of $212.2 million and believed that its cash and cash equivalents and marketable securities at March 31, 2013 were not sufficient to fund its operations beyond the end of May 2013. However, on April 23, 2013, the Company entered into a Series B Convertible Preferred Stock and Warrant Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company may raise up to approximately $60.0 million through the issuance of (1) up to 980,000 shares of its Series B preferred stock (the “Series B Shares”) and (2) warrants to acquire up to 2,450,000 shares of its common stock with an exercise price of $6.142 per share.  On April 23, 2013, the Company consummated a first closing under the Purchase Agreement, whereby in exchange for aggregate proceeds of approximately $43.0 million, it issued an aggregate of 700,098 Series B Shares and warrants to purchase up to a total of 1,750,248 shares of its common stock.  The Company intends to issue additional Series B Shares and warrants pursuant to the Purchase Agreement in May 2013. See note 12 for additional information regarding the issuance of the Series B Shares.

 

The Company believes that the aggregate proceeds from the first closing under the Purchase Agreement on April 23, 2013, together with its existing cash and cash equivalents and marketable securities will be sufficient to fund its operations through the end of 2013.  Accordingly, the Company expects to pursue additional financing opportunities to address its capital needs, including the completion of an additional private placement or public offering and other strategic financing alternatives that could include, but are not limited to, partnering or other collaboration agreements. However, there is no guarantee that any of these financing opportunities will be executed or executed on favorable terms, and some could be dilutive to existing stockholders. If the Company fails to obtain additional future capital, it may be unable to complete its planned preclinical and clinical trials and obtain approval of any product candidates from the Federal Drug Administration or other regulatory authorities. In addition, the Company could be forced to discontinue product development, reduce or forego sales and marketing efforts, forego attractive business opportunities or discontinue operations entirely.