10-Q 1 form10q.htm FORM 10Q FORM 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM10-Q

 

(Mark One)

þ

 

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

 

For the quarterly period ended June 30, 2018

 

OR

 

o

 

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: 001-35285

 

 

Vaxart, Inc.

 

 

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware

 

59-1212264

 

 

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

 

 

290 Utah Ave., Suite 200, South San Francisco, CA

 

94080

 

 

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(650) 550-3500

 

 

(Registrant’s telephone number, including area code)

 

 

 

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.  Yes þ   No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ   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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company)

Smaller reporting company þ

Emerging growth company ¨

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

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

 

The Registrant had 7,141,189 shares of common stock, $0.10 par value, outstanding as of August 8, 2018.

 

 

 


FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2018

TABLE OF CONTENTS

 

 

 

 

Page

Part I

FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements (Unaudited)

1

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets

1

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations and Comprehensive Loss

2

 

 

 

 

 

 

 

 

Condensed Consolidated Statement of Stockholders’ Equity (Deficit)

3

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows

4

 

 

 

 

 

 

 

 

Notes to the Condensed Consolidated Financial Statements

6

 

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

27

 

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

33

 

 

 

 

 

 

 

Item 4.

Controls and Procedures

34

 

 

 

 

 

Part II

OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

35

 

 

 

 

 

 

 

Item 1A.

Risk Factors

35

 

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

70

 

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

70

 

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

70

 

 

 

 

 

 

 

Item 5.

Other Information

70

 

 

 

 

 

 

 

Item 6.

Exhibits

71

 

 

 

 

 

SIGNATURES

 

72

 

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are identified by words such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or similar expressions. You should read these statements carefully because they discuss future expectations, contain projections of future results of operations or financial condition, or state other “forward-looking” information. These statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q in Part II, Item 1A — “Risk Factors,” and elsewhere in this Quarterly Report on Form 10-Q. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. These statements, like all statements in this Quarterly Report on Form 10-Q, speak only as of their date, and we undertake no obligation to update or revise these statements in light of future developments. We caution investors that our business and financial performance are subject to substantial risks and uncertainties.

 

In addition, statements such as "we believe" and similar statements reflect our beliefs and opinions on the relevant subject.  These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.  These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

Investors and others should note that we announce material financial information to our investors using our investor relations website (http://investors.vaxart.com), SEC filings, press releases, public conference calls and webcasts. We use these channels to communicate with our stockholders and the public about our company.  It is possible that the information that we make available may be deemed to be material information.  Therefore, we encourage investors, the media, and others interested in our company to review the information we post on these channels.


Table of Contents

PART I FINANCIAL INFORMATION

 

Item 1.  Financial Statements (Unaudited)

 

VAXART, INC. AND SUBSIDIARIES

 

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

 

June 30, 2018

December 31, 2017

Assets

(Unaudited)

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

$

23,921

$

1,571

Short-term investments

 

 

 

 

1,415

Accounts receivable, net of allowance

561

630

Prepaid expenses and other current assets

 

 

1,021

 

 

137

 

 

 

 

 

Total current assets

 

 

25,503

 

 

3,753

Property and equipment, net

 

 

1,034

 

 

730

Intangible assets, net

 

21,222

 

40

 

 

 

 

 

 

 

Total assets

$

47,759

$

4,523

Liabilities and Stockholders’ Equity (Deficit)

 

 

 

 

 

Current liabilities:

Accounts payable

 

$

1,449

 

$

1,390

Current portion of secured promissory note payable to Oxford Finance

1,667

1,528

Short-term note payable

 

 

153

 

 

Liability related to sale of future royalties, current portion

3,150

Other accrued liabilities

 

 

2,375

 

 

1,605

Total current liabilities

 

 

8,794

 

 

4,523

Convertible promissory notes, long-term, related parties

 

 

 

 

35,282

Liability related to sale of future royalties, net of current portion

13,916

Secured promissory note payable to Oxford Finance, net of current portion

 

 

2,696

 

 

3,440

Total liabilities

 

 

25,406

 

 

43,245

Commitments and contingencies (Note 10)

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

Preferred Stock: $0.10 par value; 5,000,000 shares authorized; none issued and outstanding as of June 30, 2018;
       1,221,064 issued and outstanding as of December 31, 2017, with aggregate liquidation value of $39,956

1

Common Stock: $0.10 par value; 200,000,000 shares authorized; 7,141,189 and 138,492 shares issued and
       outstanding as of June 30, 2018 and December 31, 2017, respectively

 

 

714

 

 

   Additional paid-in capital

108,178

41,259

   Accumulated deficit

 

 

    (86,539)

 

 

(79,982)

Total stockholders’ equity (deficit)

 

 

22,353

 

 

(38,722)

Total liabilities and stockholders’ equity (deficit)

 

$

47,759

 

$

4,523

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

1


Table of Contents

 

VAXART, INC. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share amounts)

(Unaudited)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2018

 

2017

 

2018

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from government contract

 

$

520

 

$

1,854

 

$

1,130

 

$

4,164

Royalty revenue

 

 

70

 

 

 

 

963

 

 

Non-cash royalty revenue related to the sale of future royalties

 

 

18

 

 

 

 

18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

 

608

 

 

1,854

 

 

2,111

 

 

4,164

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

Research and development

 

 

5,012

 

 

4,324

 

 

8,420

 

 

8,203

General and administrative

1,771

653

3,781

1,331

Impairment of intangible assets

 

 

1,600

 

 

 

 

1,600

 

 

Total operating expenses

 

 

8,383

 

 

4,977

 

 

13,801

 

 

9,534

Operating loss

 

 

(7,775)

 

 

(3,123)

 

 

(11,690)

 

 

(5,370)

Other income and (expenses):

 

 

 

 

 

 

 

 

 

 

 

 

Bargain purchase gain

(328)

6,660

Interest income

 

 

36

 

 

20

 

 

41

 

 

33

Interest expense

(136)

(755)

(573)

(1,499)

Non-cash interest expense related to sale of future royalties

 

 

(468)

 

 

 

 

(766)

 

 

Gain (loss) on revaluation of financial instruments, net

320

(3)

502

Foreign exchange loss

 

 

(199)

 

 

 

 

(197)

 

 

Total other income and (expenses)

 

 

(1,095)

 

 

(415)

 

 

5,162

 

 

(964)

Net loss before provision for income taxes

 

 

(8,870)

 

 

(3,538)

 

 

(6,528)

 

 

(6,334)

Provision for income taxes

 

 

1

 

 

 

 

29

 

 

Net loss

 

 

(8,871)

 

 

(3,538)

 

 

(6,557)

 

 

(6,334)

Series B and C preferred dividend

 

 

 

 

(718)

 

 

(339)

 

 

(1,428)

Net comprehensive loss attributable to common stockholders

 

$

(8,871)

 

$

(4,256)

 

$

(6,896)

 

$

(7,762)

Net loss per share – basic and diluted

 

$

(1.24)

 

$

(31.37)

 

$

(1.26)

 

$

(57.22)

Shares used to compute net loss per share – basic and diluted

 

 

7,141,189

 

 

135,658

 

 

5,477,265

 

 

135,658

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


2


Table of Contents

 

VAXART, INC. AND SUBSIDIARIES

 

Condensed Consolidated Statement of Stockholders’ Equity (Deficit)

(In thousands, except share amounts)

(Unaudited)

 

 

Additional

Paid-in

Capital

Total

Preferred Stock

Common Stock

Accumulated

Stockholders’

Shares

Amount

Shares

Amount

Deficit

(Deficit) Equity

Balances as of January 1, 2018

 

1,221,064

 

$

1

 

138,492

 

$

 

$

41,259

 

$

(79,982)

 

$

(38,722)

Issuance of common stock upon conversion of convertible promissory notes, related parties

 

 

 

 

1,571,702

 

 

157

 

 

35,420

 

 

 

 

35,577

Issuance of common stock upon conversion of convertible preferred stock

 

(1,221,064)

 

 

(1)

 

1,918,543

 

 

192

 

 

(191)

 

 

 

 

Reclassification of warrant to equity

 

 

 

 

 

 

 

 

70

 

 

 

 

70

Issuance of common stock upon reverse merger

 

 

 

 

3,510,439

 

 

365

 

 

31,403

 

 

 

 

31,768

Issuance of common stock upon exercise of stock options

 

 

 

 

2,013

 

 

 

 

13

 

 

 

 

13

Stock-based compensation

 

 

 

 

 

 

 

 

204

 

 

 

 

204

Net loss

 

 

 

 

 

 

 

 

 

 

(6,557)

 

 

(6,557)

Balances as of June 30, 2018

 

 

$

 

7,141,189

 

$

714

 

$

108,178

 

$

(86,539)

 

$

22,353

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3


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VAXART, INC. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

Six Months Ended June 30,

2018

2017

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

$

(6,557)

$

(6,334)

    Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

    Bargain purchase gain

(6,660)

    Depreciation and amortization

 

 

1,437

 

 

203

    Stock-based compensation

204

253

    Amortization of discount on short-term investments

 

 

 

 

12

    Loss (gain) on revaluation of financial instruments, net

3

(502)

    Impairment of intangible assets

 

 

1,600

 

 

    Non-cash interest expense

366

1,280

   Amortization of note discount

 

 

18

 

 

71

    Non-cash interest expense related to sale of future royalties

766

Change in operating assets and liabilities:

 

 

 

 

 

 

    Accounts receivable, net of allowance

14,735

505

    Prepaid expenses and other assets

 

 

(448)

 

 

(37)

    Accounts payable

(3,259)

(1,649)

    Accrued liabilities

 

 

(5,693)

 

 

175

Net cash used in operating activities

 

 

(3,488)

 

 

(6,023)

Cash flows from investing activities:

 

 

 

 

 

 

    Purchase of property and equipment

(339)

(95)

    Cash acquired in reverse merger

 

 

25,525

 

 

    Cash paid for fractional shares in merger

(21)

    Purchases of short-term investments

 

 

(573)

 

 

(5,765)

    Proceeds from maturities of short-term investments

 

1,988

 

6,063

 

 

 

 

 

 

 

Net cash provided by investing activities

 

26,580

 

203

 

 

 

 

 

 

 

Cash flows from financing activities:

    Repayment of principal on secured promissory note payable to Oxford Finance

 

 

(694)

 

 

    Repayment of short-term note

(61)

    Proceeds from issuance of common stock upon exercise of stock options

 

 

13

 

 

Net cash used in financing activities

 

 

(742)

 

 

Net increase (decrease) in cash and cash equivalents

 

 

22,350

 

 

(5,820)

Cash and cash equivalents at beginning of the period

 

 

1,571

 

 

8,405

 

 

 

 

Cash and cash equivalents at end of the period

 

$

23,921

 

$

2,585

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4


 

VAXART, INC. AND SUBSIDIARIES

 

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

 

Six Months Ended June,

 

 

2018

 

2017

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Interest paid

 

$

189

 

$

148

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of non-cash financing activity:

Issuance of common stock upon reverse merger, net of cash paid for partial shares

 

$

31,768

 

$

Conversion of convertible promissory notes, related parties into common stock upon reverse merger

$

35,577

$

Reclassification of convertible preferred stock warrant liability to equity

 

$

70

 

$

Acquisition of property and equipment included in accounts payable

$

14

$

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5


Table of Contents

 

VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

NOTE 1.  Organization and Basis of Presentation

 

General 

 

Vaxart Biosciences, Inc. was originally incorporated in California in March 2004, under the name West Coast Biologicals, Inc. The Company changed its name to Vaxart, Inc. (“Private Vaxart”) in July 2007, and reincorporated in the state of Delaware.

 

On February 13, 2018, Private Vaxart completed a business combination with Aviragen Therapeutics, Inc. (“Aviragen”), pursuant to which Aviragen merged with Private Vaxart, with Private Vaxart surviving as a wholly-owned subsidiary of Aviragen (the “Merger”). Pursuant to the terms of the Merger, Aviragen changed its name to Vaxart, Inc. (together with its subsidiaries, the “Company” or “Vaxart”) and Private Vaxart changed its name to Vaxart Biosciences, Inc. All of Private Vaxart’s convertible promissory notes and convertible preferred stock was converted into common stock, following which each share of common stock was converted into approximately 0.22148 shares of the Company’s common stock (the “Conversion”). Except as otherwise noted in these Financial Statements, all shares, equity securities and per share amounts of Private Vaxart are presented to give retroactive effect to the Conversion.

 

Immediately following the completion of the Merger, the Company effected a reverse stock split at a ratio of one new share for every eleven shares of the Company’s common stock outstanding (the “Reverse Stock Split”).Except as otherwise noted in these Financial Statements, all share, equity security and per share amounts are presented to give retroactive effect to the Reverse Stock Split.

 

Immediately after the Reverse Stock Split there were approximately 7.1 million shares of the Company’s common stock outstanding. Private Vaxart’s stockholders, warrantholders and optionholders owned approximately 51% of the fully-diluted common stock of the Company, with Aviragen’s stockholders and optionholders immediately prior to the Merger owning approximately 49% of the fully-diluted common stock of the Company. The Company also assumed all of Private Vaxart’s outstanding stock options and warrants with proportionate adjustments to the number of underlying shares and exercise prices based on an exchange ratio, based on the combined impact of the Conversion and the Reverse Stock Split, of approximately 0.0201346 shares of the Company for each share of Private Vaxart.

 

The Company’s principal operations are based in South San Francisco, California, and it operates in one reportable segment, which is the discovery and development of oral recombinant protein vaccines, based on its proprietary oral vaccine platform, and small-molecule antiviral drugs.

 

Liquidity and Going Concern

 

Since incorporation, the Company has been involved primarily in performing research and development activities, hiring personnel, and raising capital to support these activities. The Company has experienced losses and negative cash flows from operations since its inception. As of June 30, 2018, the Company had an accumulated deficit of $86.5 million and a loan with an outstanding balance of $4.4 million from Oxford Finance, LLC (“Oxford Finance”), repayable in monthly installments by January 2021 (see Note 9).

The Company expects to incur increasing costs as research and clinical trials are advanced and, therefore, expects to continue to incur losses and negative operating cash flows for the next several years. Absent additional funding or adjustments to currently planned operating activities, and in view of the uncertainties regarding future royalty revenue on sales of Relenza® and Inavir®, management believes that the Company’s cash and cash equivalents of $23.9 million held as of June 30, 3018, are sufficient to fund the Company into, but possibly not beyond, the second quarter of 2019.

The Company reviews its operations and clinical plans on a continuing basis and has not yet entered into any commitments for its upcoming clinical trials. The Company plans to finance its operations with royalty revenue on sales of Relenza® and Inavir®, additional equity or debt financing arrangements, and potentially with additional funding from government contracts or strategic alliances with partner companies. The availability and amount of such funding is not certain.

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Table of Contents

 

VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

The uncertainties inherent in the Company’s future operations and in its ability to obtain additional funding raise substantial doubt about its ability to continue as a going concern beyond one year from the date these financial statements are issued. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

While management believes its plan to raise additional funds will alleviate the conditions that raise substantial doubt, these plans are not entirely within its control and cannot be assessed as being probable of occurring.  If adequate funds are not available, the Company may be required to reduce operating expenses, delay or reduce the scope of its product development programs, obtain funds through arrangements with others that may require the Company to relinquish rights to certain of its technologies or products that the Company would otherwise seek to develop or commercialize itself, or cease operations.

 

 

NOTE 2.  Summary of Significant Accounting Policies

 

Basis of Presentation – The Company has prepared the accompanying condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to these rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements of Vaxart Biosciences, Inc. and footnotes related thereto for the year ended December 31, 2017, included in our Form 8-K/A filed with the SEC on April 2, 2018. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position and the results of its operations and cash flows. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year.

 

Basis of Consolidation – The condensed consolidated financial statements include the financial statements of Vaxart, Inc. and its subsidiaries. All significant transactions and balances between Vaxart, Inc. and its subsidiaries have been eliminated in consolidation.

 

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. Actual results and outcomes could differ from these estimates and assumptions.

 

Foreign Currencies – Foreign exchange gains and losses for assets and liabilities of the Company’s non-U.S. subsidiaries for which the functional currency is the U.S. dollar are recorded in foreign exchange gain (loss), net in the Company’s statement of operations and comprehensive loss. The Company has no subsidiaries for which the local currency is the functional currency.

 

Cash and Cash Equivalents  The Company considers all highly liquid debt investments with an original maturity of three months or less when purchased to be cash equivalents. Cash equivalents, which may consist of amounts invested in money market funds, corporate bonds and commercial paper, are stated at fair value. Cash and cash equivalents as of June 30, 2018 and December 31, 2017, includes $50,000 of restricted cash.

 

Short-Term Investments  The Company’s short-term investments have only comprised commercial paper and corporate bonds. The short-term investments are classified as held-to-maturity based on the Company’s positive intent and ability to hold the securities to maturity. This classification is reevaluated at each balance sheet date. Short-term investments are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is presented as interest income in the statement of operations and comprehensive loss. The specific identification method is used to determine the realized gain or loss on securities sold or otherwise disposed. When the fair value of a debt security classified as held-to-maturity is less than its amortized cost, the Company assesses whether or not: (i) it has the intent to sell the security or (ii) it is more likely than not that the Company will be required to sell the security before its anticipated recovery. If either of these conditions is met, the Company must recognize an other-than-temporary impairment through earnings for the difference between the debt security’s amortized cost basis and its fair value. Gains and losses are recognized in earnings when the investments are sold or impaired.

 

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Table of Contents

 

VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

Concentration of Credit Risk  Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, short-term investments and accounts receivable. The Company places its cash, cash equivalents and short‑term investments at financial institutions that management believes are of high credit quality. The Company is exposed to credit risk in the event of default by the financial institutions holding the cash and cash equivalents to the extent such amounts are in excess of the federally insured limits. The Company has not experienced any losses on its deposits since inception.

 

The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. The Company generally requires no collateral from its customers.

 

Accounts Receivable  Accounts receivable arise from the Company’s royalty revenue receivable for sales,net of estimated returns, of Inavir® and Relenza®, and from its contract with the Department of Health and Human Services, Office of Biomedical Advanced Research and Development Authority (“HHS BARDA”) (see Note 6), and are reported at amounts expected to be collected in future periods. An allowance for uncollectible accounts will be recorded based on a combination of historical experience, aging analysis, and information on specific accounts, with related amounts recorded as a reserve against revenue recognized. Account balances will be written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

Property and Equipment  Property and equipment is carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Depreciation begins at the time the asset is placed in service. Maintenance and repairs are charged to operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in other income and (expenses) in the period realized.

 

The useful lives of the property and equipment are as follows:

 

Laboratory equipment

5 years

Office and computer equipment

3 years

Leasehold improvements

Shorter of remaining lease term or estimated useful life

 

Intangible Assets  Intangible assets comprise developed technology, intellectual property and, until it was considered fully impaired (see Note 5), in-process research and development. Intangible assets are carried at cost less accumulated amortization. Amortization is computed using the straight-line method over useful lives ranging from 1.3 to 11.75 years for developed technology and 20 years for intellectual property. In-process research and development is considered to be indefinite-lived and is not amortized, but is subject to impairment testing.

 

Impairment of Long-Lived Assets  The Company reviews its long-lived assets, including property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. When indications of impairment are present and the estimated undiscounted future cash flows from the use of these assets is less than the assets’ carrying value, the related assets will be written down to fair value. The Company assessed its in-process research and development as fully impaired in the three months ended June 30, 2018 (see Note 5). There have been no other impairments of the Company’s long-lived assets for the periods presented.

 

Accrued Clinical and Manufacturing Expenses  The Company accrues for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials, and contract manufacturing activities. The Company records the estimated costs of research and development activities based upon the estimated amount of services provided and includes the costs incurred but not yet invoiced within other accrued liabilities in the balance sheets and within research and development expense in the condensed consolidated statements of operations and comprehensive loss. These costs can be a significant component of the Company’s research and development expenses.

 

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VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

The Company estimates the amount of services provided through discussions with internal personnel and external service providers as to the progress or stage of completion of the services and the agreed-upon fee to be paid for such services. The Company makes significant judgments and estimates in determining the accrued balance in each reporting period. As actual costs become known, it adjusts its accrued estimates. Although the Company does not expect its estimates to be materially different from amounts actually incurred, its understanding of the status and timing of services performed, the number of subjects enrolled, and the rate of enrollment may vary from its estimates and could result in the Company reporting amounts that are too high or too low in any particular period. The Company’s accrued expenses are dependent, in part, upon the receipt of timely and accurate reporting from contract research organizations and other third-party service providers. To date, the Company has not experienced any material differences between accrued costs and actual costs incurred.

 

Convertible Preferred Stock Warrant Liability  The Company has issued certain convertible preferred stock warrants. These warrants were recorded within other accrued liabilities in the balance sheets at fair value due to down-round protection features contained in the convertible preferred stock into which the warrants are exercisable. At the end of each reporting period, changes in fair value of the warrants since the prior period were recorded as a component of gain (loss) on revaluation of financial instruments in the condensed consolidated statements of operations and comprehensive loss. In the event that the terms of the warrant change such that liability accounting is no longer required, the fair value on the date of such change is released to equity.

 

Convertible Promissory Notes Embedded Derivative Liability  The Company recorded derivative instruments related to redemption features embedded within the outstanding convertible promissory notes. The embedded derivatives were accounted for as liabilities at their estimated fair value when the convertible promissory notes were issued and were re-measured to fair value as of each balance sheet date, with the related re-measurement adjustment being recognized as a component of gain (loss) on revaluation of financial instruments in the condensed consolidated statements of operations and comprehensive loss.

 

Revenue Recognition – The Company recognizes revenue when it transfers control of promised goods or services to its customers, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition, the Company performs the following five steps:

(i)                   identification of the promised goods or services in the contract;

(ii)                 determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract;

(iii)                measurement of the transaction price, including the constraint on variable consideration;

(iv)               allocation of the transaction price to the performance obligations based on estimated selling prices; and

(v)                 recognition of revenue when (or as) the Company satisfies each performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account.

Revenue from royalties earned as a percentage of sales, including milestone payments based on achieving a specified level of sales, where a license is deemed to be the predominant item to which the royalties relate, is recognized as revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

The Company performs research and development work under its cost‑plus‑fixed‑fee contract with HHS BARDA. The Company recognizes revenue under research contracts only when a contract has been executed and the contract price is fixed or determinable. Revenue from the HHS BARDA contract is recognized in the period during which the related costs are incurred and the related services are rendered, provided that the applicable conditions under the contract have been met. Costs of contract revenue are recorded as a component of operating expenses in the condensed consolidated statements of operations and comprehensive loss.

Under the cost reimbursable contract with HHS BARDA, the Company is reimbursed for allowable costs, and recognizes revenue as allowable costs are incurred and the fixed-fee is earned. Reimbursable costs under the contract primarily include direct labor, subcontract costs, materials, equipment, travel, and approved overhead and indirect costs. Fixed fees under cost reimbursable contracts are earned in proportion to the allowable costs incurred in performance of the work relative to total estimated contract costs, with such costs incurred representing a reasonable measurement of the proportional performance of the work completed. Under the HHS BARDA contract, certain activities must be pre-approved in order for their costs to be deemed allowable direct costs. The HHS BARDA contract provides the U.S. government the ability to terminate the contract for convenience or to terminate for default if the Company fails to meet its obligations as set forth in the statement of work.

 

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VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

Management believes that if the government were to terminate the HHS BARDA contract for convenience, the costs incurred through the effective date of such termination and any settlement costs resulting from such termination would be allowable costs. Payments to the Company under cost reimbursable contracts, such as this contract, are provisional payments subject to adjustment upon annual audit by the government. Management believes that revenue for periods not yet audited has been recorded in amounts that are expected to be realized upon final audit and settlement. When the final determination of the allowable costs for any year has been made, revenue and billings may be adjusted accordingly in the period that the adjustment is known.

 

Research and Development Costs – Research and development costs are expensed as incurred. Research and development costs consist primarily of salaries and benefits, stock-based compensation, consultant fees, third-party costs for conducting clinical trials and the manufacture of clinical trial materials, certain facility costs and other costs associated with clinical trials. Payments made to other entities are under agreements that are generally cancelable by the Company. Advance payments for research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related services are performed.

 

Stock-Based Compensation – The Company measures the fair value of all stock-based awards to employees, including stock options, on the grant date and records the fair value of these awards, net of estimated forfeitures, to compensation expense over the service period. The fair value of awards to nonemployees is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. The fair value of options is estimated using the Black-Scholes valuation model.

 

Net Income (Loss) Per Share Attributable to Common Stockholders – Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, without consideration of potential common shares. The net loss attributable to common stockholders is calculated by adjusting the net loss of the Company for the cumulative dividends on the Series B and Series C convertible preferred stock.

 

Diluted net income (loss) per common share is computed giving effect to all potential dilutive common shares, comprising common stock issuable upon exercise of stock options and warrants. The Company uses the treasury-stock method to compute diluted income (loss) per share with respect to its stock options and warrants. For purposes of this calculation, options and warrants to purchase common stock are considered to be potential common shares and are only included in the calculation of diluted net loss per share when their effect is dilutive. In the event of a net loss, the effects of all potentially dilutive shares are excluded from the diluted net loss per share calculation as their inclusion would be antidilutive.

 

Recently Adopted Accounting Pronouncements

 

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update simplifies the accounting for share-based payment transactions by changing the guidance for accounting for non-employee share-based awards so that, instead of revaluing each award at each balance sheet date during the period over which it vests, the value will be fixed on the grant date and expensed over the vesting period in the same way that employee awards are already accounted for. This guidance is effective for annual periods beginning after December 15, 2018, including interim periods within that year, with early adoption permitted. The Company adopted this standard effective April 1, 2018, and since it had no unvested awards granted to non-employees, its adoption had no effect on the Company’s financial condition or results of operations.

 

In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. This guidance is effective for annual periods beginning after December 15, 2017, including interim periods within that year, and must be applied prospectively to an award modified on or after the adoption date. The Company adopted this standard effective January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations.

 

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VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), which will simplify the goodwill impairment calculation by eliminating Step 2 from the current goodwill impairment test. The new standard does not change how a goodwill impairment is identified. The standard will be effective January 1, 2020, with early adoption permitted, and is to be applied prospectively from the date of adoption. The Company adopted this standard effective January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations.

 

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business (“ASU 2017-01”). The new standard clarifies the definition of a business to help companies evaluate whether acquisition or disposal transactions should be accounted for as asset groups or as businesses. The Company adopted this standard when it became effective on January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations, although it was applied in the Company’s determination that the Merger should be accounted for as a business combination.

 

In August 2016, the FASB issued Accounting Standards Update (ASU) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides additional guidance on the presentation and classification of certain items in the statement of cash flows. The standard is effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company adopted this standard effective January 1, 2018, and its adoption had no effect on the Company’s financial condition or results of operations.

 

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes nearly all existing revenue recognition guidance under Topic 605, Revenue Recognition. The new standard requires a company to recognize revenue when it transfers goods and services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. ASU 2014-09 defines a five-step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract and recognizing revenue when (or as) the entity satisfies the performance obligations. In July 2015, the FASB approved a one-year deferral of the effective date of the new standard to 2018 for public companies, with an option that would permit companies to adopt the new standard as early as the original effective date of 2017.

 

The Company has determined that its HHS BARDA government contract is not within the scope of ASU 2014-09 as the government entity is not a customer under the agreement. The Company adopted this standard with respect to its royalty revenue using the modified retrospective method on January 1, 2018. Under the modified retrospective transition method, the cumulative effect of applying the standard is recognized at the date of initial application for all contracts not completed as of the date of adoption. The adoption of ASU 2014-09 did not have any effect on the Company’s financial condition or results of operations and therefore no cumulative effect adjustment was recorded, although the Company has modified its accounting policies to reflect the requirements of this standard and make additional disclosures.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842), which replaces most current lease guidance when it becomes effective. This standard update intends to increase the transparency and improve comparability by requiring entities to recognize assets and liabilities on the balance sheet for all leases, with certain exceptions. The new standard states that a lessee will recognize a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statements of operations. The new guidance will be effective for the Company starting in the first quarter of fiscal 2019, with early adoption permitted. The Company plans to adopt the new guidance effective January 1, 2019, using the modified retrospective method. The adoption will have no effect on the Company’s statements of operations or cash flows but will increase both its reported assets and reported liabilities in equal amounts that have not yet been quantified.

 

The Company has reviewed all other significant newly-issued accounting pronouncements and concluded that they either are not applicable to the Company’s operations or no material effect is expected on its condensed consolidated financial statements as a result of future adoption.

 

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VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

NOTE 3.  Business Combination

 

On February 13, 2018, the Company acquired Aviragen in a reverse merger (see Note 1). On the date of the Merger, Aviragen had in-process research and development as it was conducting a Phase 2 trial, it had previously developed drugs that were licensed to others who brought them to market and it had a workforce that was considered to have the necessary skills, knowledge, and experience to perform a process that, when applied to the in-process research and development, was critical to the ability to convert it into outputs. Based on this evaluation, the Company determined that the Merger should be accounted for as a business combination.

 

Since the date of the Merger, the results of Aviragen’s operations have been included in the condensed consolidated financial statements. As a result of the acquisition, the Company eliminated the majority of its debt and acquired a significant cash balance in exchange for equity securities.

 

The total purchase price for Aviragen is summarized as follows (in thousands):

 

Common stock

 

$

31,789

 

 

 

 

Total

 

$

31,789

 

In connection with the Aviragen acquisition, the Company allocated the total purchase consideration to the net assets and liabilities acquired, including identifiable intangible assets, based on their respective fair values at the acquisition date.

 

The following table summarizes the preliminary allocation of the purchase price to the fair value of the respective assets and liabilities acquired, adjustments made in the three months ended June 30, 2018 and the allocation as of June 30, 2018:

 

 

 

As of March 31, 2018

 

Adjustments

 

As of June 30, 2018

(in thousands)

Cash and cash equivalents

 

$

25,525

 

$

 

$

25,525

Accounts receivable

14,666

14,666

Prepaid expenses

 

 

446

 

 

(10)

 

 

436

Property and equipment

170

170

Intangible assets:

 

 

 

 

 

 

 

 

 

Developed technology (1)

22,400

22,400

In-process research and development (2)

 

 

1,600

 

 

 

 

1,600

Total assets

64,807

(10)

64,797

 

 

 

 

 

 

 

 

 

 

Accounts payable

(3,379)

75

(3,304)

Other current liabilities

 

 

(6,351)

 

 

(393)

 

 

(6,744)

Liability related to sale of future royalties

 

(16,300)

 

 

(16,300)

Net assets acquired

 

 

38,777

 

 

(328)

 

 

38,449

Purchase price

 

 

(31,789)

 

 

 

 

(31,789)

Bargain purchase gain (3)

 

$

6,988

 

$

(328)

 

$

6,660

 

__________

 

(1)   Developed technology comprises Inavir® and Relenza®, both influenza vaccines on which the Company is presently receiving royalty revenue, which, based on preliminary valuations, are being amortized on a straight-line basis over the estimated periods of future royalties of 11.75 and 1.3 years, respectively.

(2)   In-process research and development (see Note 5) related to teslexivir, or BTA074, a direct-acting antiviral that, at the time of the Merger, was being actively developed as a treatment for genital warts. The preliminary valuation was prepared by an independent third party based on estimated discounted cash flows based on probability-weighted future development expenditures and revenue streams provided by the Company’s management.

(3)   The bargain purchase gain represents the excess of a preliminary valuation of the fair value of tangible and identified intangible assets, less liabilities, acquired over the purchase price.

 

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VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

In addition, the Company incurred and expensed costs directly related to the Merger totaling approximately $1.4 million, of which approximately $0.5 million was incurred in the six months ended June 30, 2018, substantially all in the three months ended March 31, 2018, and is included in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The Company is in the process of gathering the information necessary to evaluate the tax impact of the acquisition, including the treatment of the bargain purchase gain, and to finalize accrued expenses and the discount rate and underlying assumptions utilized in the valuation of the intangible assets acquired. The Company expects to complete its evaluation of the impact, if any, during fiscal 2018.

 

Selected amounts related to Aviragen’s business included in the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2018, are as follows:

 

 

Period Ended June 30, 2018

Three Months

Six Months

(in thousands)

Revenue

 

$

88

 

$

981

Net loss

 

$

(2,280)

 

$

(2,642)

 

The unaudited pro forma information in the table below summarizes the combined results of operations of Vaxart Biosciences, Inc. with those of Aviragen as though these entities were combined as of January 1, 2017. The results of Aviragen’s business for the three months and six ended June 30, 2017, are based on the actual unaudited financial statements prepared for the three and six months ended June 30, 2017, and for the three and six months ended June 30, 2018, are based on the Company’s results of operations, with the year-to-date results increased by Aviragen’s activities in the forty-three days prior to the closing of the Merger. The pro forma financial information for all periods presented also includes the removal of direct acquisition-related costs, the reduction in interest expense on borrowing converted into equity in the reverse merger, and the actual depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied as of January 1, 2017. This unaudited pro forma information is summarized as follows:

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2018

 

2017

 

2018

 

2017

 

 

(in thousands)

 

 

 

 

(in thousands)

 

 

 

Total revenue

 

$

608

 

$

1,878

 

$

13,647

 

$

9,054

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(8,151)

 

$

(9,571)

 

$

(2,252)

 

$

(17,486)

 

 

The pro forma financial information as presented above is for informational purposes only and is not indicative of the consolidated results of operations of future periods or the results of operations that would have been achieved had the acquisition had taken place on January 1, 2017.

 

 

NOTE 4.  Fair Value of Financial Instruments

 

Fair value accounting is applied for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Financial instruments include cash and cash equivalents, short‑term investments, accounts receivable, accounts payable and accrued liabilities that approximate fair value due to their relatively short maturities. As short‑term investments are classified as held‑to‑maturity, they are recorded at their amortized cost.

Assets and liabilities recorded at fair value on a recurring basis in the balance sheets are categorized based upon the level of judgment associated with inputs used to measure their fair values. The accounting guidance for fair value provides a framework for measuring fair value and requires certain disclosures about how fair value is determined. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance also establishes a three‑level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity.

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VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

The three‑level hierarchy for the inputs to valuation techniques is briefly summarized as follows:

 

Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

 

Level 2 – Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and

 

Level 3 – Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

 

The Company’s money market funds are classified within Level 1 of the fair value hierarchy and are valued based on quoted prices in active markets for identical securities. The Company’s corporate bonds and commercial paper are classified within Level 2 of the fair value hierarchy and are valued based on quoted prices for similar assets or prices derived from observable market data. Level 3 liabilities consist of convertible promissory notes embedded derivative liabilities and a convertible preferred stock warrant liability as they are valued by using inputs that are unobservable in the market. The determination of the fair values of the convertible promissory notes embedded derivative is discussed in Note 8.

 

The following tables present the Company’s financial assets and liabilities that are measured at fair value at June 30, 2018 and December 31, 2017:

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

June 30, 2018

 

 

 

 

 

(in thousands)

 

 

 

Recurring Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money Market Funds

 

$

13

 

$

 

$

 

$

13

Corporate Bonds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

13

 

$

 

$

 

$

13

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

June 30, 2018

 

 

 

 

 

(in thousands)

 

 

 

Recurring Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Convertible promissory notes embedded derivative liability

 

$

 

$

 

$

 

$

Convertible preferred stock warrant liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

$

 

$

 

$

 

$

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

December 31, 2017

 

 

 

 

 

(in thousands)

 

 

 

Recurring Financial Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money Market Funds

 

$

1,192

 

$

 

$

 

$

1,192

Corporate Bonds

 

 

 

 

1,415

 

 

 

 

1,415

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

1,192

 

$

1,415

 

$

 

$

2,607

 
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VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

December 31, 2017

 

 

 

 

 

(in thousands)

 

 

 

Recurring Financial Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Convertible promissory notes embedded derivative liability

 

$

 

$

 

$

 

$

Convertible preferred stock warrant liability

 

 

 

 

 

 

67

 

 

67

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

$

 

$

 

$

67

 

$

67

 

The following tables present a reconciliation of all liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2018 and 2017:

 

 

Convertible

 

Convertible Promissory

 

 

Preferred Stock

 

Notes Embedded

 

 

Warrant Liability

 

Derivative Liability

 

Total

(in thousands)

Balance at January 1, 2018

 

$

67

 

$

 

$

67

Issuances

Revaluation loss included in gain (loss) on revaluation of financial instruments, net

 

 

3

 

 

 

 

3

Settlements

 

(70)

 

 

(70)

Balance at June 30, 2018

 

$

 

$

 

$

 

 

Total losses included in other income and (expenses) attributable to liabilities still held as of June 30, 2018

 

$

 

$

 

$

 

 

Convertible

 

Convertible Promissory

 

 

Preferred Stock

 

Notes Embedded

 

 

Warrant Liability

 

Derivative Liability

 

Total

(in thousands)

Balance at January 1, 2017

 

$

134

 

$

3,280

 

$

3,414

Issuances

Revaluation gains included in gain (loss) on revaluation of financial instruments, net

 

 

(52)

 

 

(450)

 

 

(502)

Settlements

 

 

 

Balance at June 30, 2017

 

$

82

 

$

2,830

 

$

2,912

 

 

Total gains included in other income and (expenses) attributable to liabilities still held as of June 30, 2017

 

$

52

 

$

450

 

$

502


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VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

NOTE 5.  Balance Sheet Components

 

(a)     CashEquivalents and Short-Term Investments

 

Cash equivalents and short‑term investments, all of which are classified as held‑to‑maturity securities and mature within one year, consisted of the following:

 

 

June 30, 2018

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

 

 

 

Amortized

 

Unrecognized

 

Unrecognized

 

Fair

 

Carrying

 

 

Cost

 

Gains

 

Losses

 

Value

 

Value

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

Money market funds

 

$

13

 

$

 

$

 

$

13

 

$

13

Corporate bonds

 

 

 

 

 

 

 

 

 

 

Total

 

$

13

 

$

 

$

 

$

13

 

$

13

Reported as:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

13

 

$

 

$

 

$

13

 

$

13

Short-term investments

 

 

 

 

 

 

 

 

 

 

Total

 

$

13

 

$

 

$

 

$

13

 

$

13

 

 

 

 

December 31, 2017

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

 

 

 

Amortized

 

Unrecognized

 

Unrecognized

 

Fair

 

Carrying

 

 

Cost

 

Gains

 

Losses

 

Value

 

Value

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

Money market funds

 

$

1,192

 

$

 

$

 

$

1,192

 

$

1,192

Corporate bonds

 

 

1,415

 

 

 

 

 

 

1,415

 

 

1,415

Total

 

$

2,607

 

$

 

$

 

$

2,607

 

$

2,607

Reported as:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

1,192

 

$

 

$

 

$

1,192

 

$

1,192

Short-term investments

 

 

1,415

 

 

 

 

 

 

1,415

 

 

1,415

Total

 

$

2,607

 

$

 

$

 

$

2,607

 

$

2,607

 

(b)     Accounts Receivable, Net of Allowance

Accounts receivable, net of allowance, comprises the following:

 

 

 

June 30, 2018

 

December 31, 2017

 

 

(in thousands)

Royalties receivable

 

$

41

 

$

Government contract - billed

 

 

164

 

 

477

Government contract - unbilled

 

 

356

 

 

153

Accounts receivable, net of allowance

 

$

561

 

$

630

 
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VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

(c)     Property and Equipment, Net

Property and equipment, net consists of the following:

 

 

 

June 30, 2018

 

December 31, 2017

 

 

(in thousands)

Laboratory equipment

 

$

1,832

 

$

1,565

Office and computer equipment

 

 

296

 

 

175

Leasehold improvements

 

 

361

 

 

226

 

 

 

 

 

 

 

Total property and equipment

 

 

2,489

 

 

1,966

Less: accumulated depreciation

 

 

(1,455)

 

 

(1,236)

Property and equipment, net

 

$

1,034

 

$

730

 

Depreciation expense was $121,000 and $105,000 for the three months ended June 30, 2018 and 2017, respectively, and $219,000 and $201,000 for the six months ended June 30, 2018 and 2017, respectively.

 

(d)     Intangible Assets

Intangible assets consist of the following:

 

 

 

 

June 30, 2018

 

February 13, 2018

 

December 31, 2017

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

Purchased technology

 

$

22,400

 

$

22,400

 

$

 

In-process research and development

 

 

 

 

1,600

 

 

 

Intellectual property

 

 

80

 

 

80

 

 

80

 

Total cost

 

 

22,480

 

 

24,080

 

 

80

 

Less accumulated amortization

 

 

1,258

 

 

40

 

 

40

 

Intangible assets, net

 

$

21,222

 

$

24,040

 

$

40

 

 

 

Intangible asset amortization expense was $805,000 and $1,000 for the three months ended June 30, 2018 and 2017, respectively, and $1,218,000 and $2,000 for the six months ended June 30, 2018 and 2017, respectively. Following the results of Phase 2 trials in June 2018, the in-process research and development was assessed as fully impaired in the three months ended June 30, 2018, with the $1.6 million acquired in the Merger (see Note 3) being charged to operating expenses. As of June 30, 2018, the estimated future amortization expense by year is as follows (in thousands):

 

Year Ending December 31,

 

 

 

2018 (six months remaining)

 

$

1,623

2019

 

 

2,254

2020

 

 

1,757

2021

 

 

1,758

2022

 

 

1,757

Thereafter

 

 

12,073

Total

 

$

21,222

 
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VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

(e)     Other Accrued Liabilities

 

Accrued liabilities consist of the following:

 

 

 

June 30, 2018

 

December 31, 2017

 

 

(in thousands)

Accrued compensation

 

$

1,375

 

$

1,320

Accrued clinical and manufacturing expenses

 

 

58

 

 

69

Accrued professional and consulting services

 

 

254

 

 

113

Reserve for return of royalties

 

 

327

 

 

Deferred rent

 

 

31

 

 

21

Convertible preferred stock warrant liability

 

 

 

 

67

Other

 

 

330

 

 

15

 

 

 

 

 

 

 

Total

 

$

2,375

 

$

1,605

 

 

NOTE 6.  Revenue

 

U.S. Government HHS BARDA Contract

 

In September 2015, HHS BARDA awarded the Company a contract to support the advanced development of a more effective and universal influenza vaccine to improve seasonal and pandemic influenza preparedness. On each of May 25 and July 18, 2017, and June 28, 2018, the Company entered into a Modification of Contract with HHS BARDA, the combined effect being to increase the value of the existing $14 million contract by $1.7 million and to extend it through September 30, 2018. The modified contract is a cost-plus-fixed-fee contract, which reimburses the Company for allowable direct contract costs plus allowable indirect costs and a fixed-fee, totaling $15.7 million. The Company recognized revenue of $520,000 and $1,854,000 during the three months ended June 30, 2018 and 2017, respectively, and $1,130,000 and $4,164,000 during the six months ended June 30, 2018 and 2017, respectively. Billings under the contract are based on approved provisional indirect billing rates, which permit recovery of fringe benefits, overhead and general and administrative expenses. Indirect rates as well as allowable costs are subject to audit by HHS BARDA on an annual basis. Management believes that revenues recognized to date have been recorded in amounts that are expected to be realized upon final audit and settlement. When the final determination of the allowable costs for any year has been made, revenue and billings may be adjusted accordingly in the period that the adjustments are known and collection is probable. Costs relating to contract acquisition are expensed as incurred.

 

The Company does not consider any of the revenue recorded as of June 30, 2018 or 2017, to be at risk of reversal.

 

Royalty agreements

 

Aviragen entered into a royalty-bearing research and license agreement with GlaxoSmithKline, plc (“GSK”) in 1990 for the development and commercialization of zanamivir, a neuraminidase inhibitor marketed by GSK as Relenza® to treat influenza. Most of the Company’s Relenza® patents have expired and the only substantial remaining intellectual property related to the Relenza® patent portfolio, which is solely owned by the Company and exclusively licensed to GSK, is scheduled to expire in July 2019 in Japan. The post-Merger royalty revenue related to Relenza® recognized in the three and six months ended June 30, 2018, was $70,000 and $411,000, respectively.

 

The Company also generates royalty revenue from the sale of Inavir® in Japan, pursuant to a collaboration and license agreement that Aviragen entered into with Daiichi Sankyo in 2009. In September 2010, laninamivir octanoate was approved for sale by the Japanese Ministry of Health and Welfare for the treatment of influenza in adults and children, which Daiichi Sankyo markets as Inavir®. Under the agreement, the Company currently receives a 4% royalty on net sales of Inavir® in Japan and was eligible to earn sales milestone payments, including a one-off payment of $5.0 million if net sales exceeded 20 billion Yen in one year. This target was achieved in the three months ended March 31, 2018, prior to the Merger, and Aviragen recognized the related $5.0 million as royalty revenue prior to the Merger. The post-Merger royalty revenue related to Inavir® recognized in the six months ended June 30, 2018, was $552,000. No such revenue was recognized in the three months ended June 30, 2018, since the $18,000 receivable is payable to HealthCare Royalty Partners III, L.P. (“HCRP”) (See Note 7). Such royalty revenue is subject to a 5% withholding tax in Japan, for which $1,000 and $29,000 was included in income tax expense in the three and six months ended June 30, 2018, respectively.

 

Under the Inavir® collaboration and license agreement, the Company and Daiichi Sankyo have cross-licensed the world-wide rights to develop and commercialize the related intellectual property, and have agreed to share equally in any royalties, license fees, or milestone or other payments received from any third-party licenses outside of Japan. Patents on the composition of matter for LANI in Japan generally expire in 2024.

 

 
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VAXART, INC. AND SUBSIDIARIES

 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

 

NOTE 7.  Liabilities Related to Sale of Future Royalties

 

In April 2016, Aviragen entered into a Royalty Interest Acquisition Agreement (the “HCRP Agreement”) with HCRP. Under the Agreement, HCRP made a $20.0 million cash payment to Aviragen in consideration for acquiring certain royalty rights (“Royalty Rights”) related to the approved product Inavir® in the Japanese market. The Royalty Rights were obtained pursuant to the collaboration and license agreements (the “License Agreement”) and a commercialization agreement that the Company entered into with Daiichi Sankyo Company, Limited. Per the terms of the HCRP Agreement, HCRP is entitled to the first $3.0 million plus 15% of the next $1.0 million in royalties earned in each year commencing on April 1, with any excess revenue being retained by the Company.

 

Under the relevant accounting guidance, due to a limit on the amount of royalties that HCRP can earn under the arrangement, this transaction was accounted for as a liability that will be amortized using the interest method over the life of the arrangement. The Company has no obligation to pay any amounts to HCRP other than to pass through to HCRP its share of royalties as they are received from Daiichi Sankyo. In order to record the amortization of the liability, the Company is required to estimate the total amount of future royalty payments to be received under the License Agreement and the payments that will be passed through to HCRP over the life of this agreement. The sum of the pass-through amounts less the net proceeds received will be recorded as non-cash interest expense over the life of the liability. Consequently, the Company imputes interest on the unamortized portion of the liability and records non-cash interest expense using an estimated effective interest rate. The Company will periodically assess the expected royalty payments, and to the extent such payments are greater or less than the initial estimate, the Company will adjust the amortization of the liability and interest rate. As a result of this accounting, even though the Company does not retain HCRP’s share of the royalties, it will continue to record non-cash revenue related to those royalties until the amount of the associated liability and related interest is fully amortized.

 

The following table shows the activity within the liability account since the Merger (in thousands):

 

Total Liability related to sale of future royalties, February 13, 2018

 

$

16,300

Non-cash interest expense recognized

 

 

766

Total Liability related to sale of future royalties, June 30, 2018

 

$

17,066

 

In June 2018, the Company paid a royalty of $275,000 to HCRP, which had been recorded as an accrued liability as of March 31, 2018.

 

 

NOTE 8.  Convertible Promissory Notes, Related Parties

 

On December 10, 2014, the Company entered into a note purchase agreement with certain existing preferred stockholders under which the Company issued convertible promissory notes during December 2014 for total proceeds of $18.4 million.