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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Zogenix Inc | NASDAQ:ZGNX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 26.68 | 29.46 | 26.68 | 0 | 01:00:00 |
|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
20-5300780
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
5858 Horton Street, Suite 455
Emeryville, California
|
94608
|
(Address of Principal Executive Offices)
|
(Zip Code)
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Large accelerated filer
|
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Item 1
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Item 2
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Item 3
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Item 4
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Item 1
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Item 1A
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Item 2
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Item 3
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Item 4
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Item 5
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Item 6
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June 30,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
65,761
|
|
|
$
|
91,551
|
|
Trade accounts receivable
|
4,684
|
|
|
12,577
|
|
||
Inventory
|
2,232
|
|
|
7,047
|
|
||
Prepaid expenses and other current assets
|
6,137
|
|
|
8,739
|
|
||
Total current assets
|
78,814
|
|
|
119,914
|
|
||
Property and equipment, net
|
459
|
|
|
1,710
|
|
||
Intangible assets
|
102,500
|
|
|
102,500
|
|
||
Goodwill
|
6,234
|
|
|
6,234
|
|
||
Other assets
|
1,995
|
|
|
1,147
|
|
||
Total assets
|
$
|
190,002
|
|
|
$
|
231,505
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,791
|
|
|
$
|
4,549
|
|
Accrued expenses
|
9,551
|
|
|
6,374
|
|
||
Accrued compensation
|
2,639
|
|
|
3,652
|
|
||
Common stock warrant liabilities
|
69
|
|
|
809
|
|
||
Working capital advance note payable, net of discount of $3,493 and $3,733 at June 30, 2017 and December 31, 2016, respectively
|
3,507
|
|
|
3,267
|
|
||
Current portion of long-term debt
|
3,333
|
|
|
—
|
|
||
Deferred revenue
|
—
|
|
|
1,245
|
|
||
Current liabilities of discontinued operations
|
1,093
|
|
|
414
|
|
||
Total current liabilities
|
21,983
|
|
|
20,310
|
|
||
Long term debt
|
15,757
|
|
|
18,824
|
|
||
Contingent consideration
|
53,900
|
|
|
52,800
|
|
||
Deferred income taxes
|
17,425
|
|
|
17,425
|
|
||
Other long-term liabilities
|
1,455
|
|
|
1,390
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value; 50,000 shares authorized; 24,839 and 24,813 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
|
25
|
|
|
25
|
|
||
Additional paid-in capital
|
568,995
|
|
|
565,954
|
|
||
Accumulated deficit
|
(489,538
|
)
|
|
(445,223
|
)
|
||
Total stockholders’ equity
|
79,482
|
|
|
120,756
|
|
||
Total liabilities and stockholders’ equity
|
$
|
190,002
|
|
|
$
|
231,505
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Contract manufacturing revenue
|
$
|
7,125
|
|
|
$
|
1,986
|
|
|
$
|
9,821
|
|
|
$
|
11,192
|
|
Service and other product revenue
|
—
|
|
|
102
|
|
|
—
|
|
|
102
|
|
||||
Total revenue
|
7,125
|
|
|
2,088
|
|
|
9,821
|
|
|
11,294
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of contract manufacturing
|
8,242
|
|
|
2,136
|
|
|
10,729
|
|
|
10,011
|
|
||||
Research and development
|
14,850
|
|
|
10,384
|
|
|
28,191
|
|
|
18,371
|
|
||||
Selling, general and administrative
|
5,502
|
|
|
6,844
|
|
|
12,056
|
|
|
12,968
|
|
||||
Impairment charges
|
107
|
|
|
—
|
|
|
920
|
|
|
—
|
|
||||
Change in fair value of contingent consideration
|
500
|
|
|
1,300
|
|
|
1,100
|
|
|
2,600
|
|
||||
Total costs and expenses
|
29,201
|
|
|
20,664
|
|
|
52,996
|
|
|
43,950
|
|
||||
Loss from operations
|
(22,076
|
)
|
|
(18,576
|
)
|
|
(43,175
|
)
|
|
(32,656
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(575
|
)
|
|
(623
|
)
|
|
(1,152
|
)
|
|
(1,221
|
)
|
||||
Change in fair value of common stock warrant liabilities
|
153
|
|
|
977
|
|
|
740
|
|
|
5,504
|
|
||||
Other income (expense)
|
29
|
|
|
(15
|
)
|
|
9
|
|
|
(23
|
)
|
||||
Total other (expense) income
|
(393
|
)
|
|
339
|
|
|
(403
|
)
|
|
4,260
|
|
||||
Loss from continuing operations before income taxes
|
(22,469
|
)
|
|
(18,237
|
)
|
|
(43,578
|
)
|
|
(28,396
|
)
|
||||
Income tax benefit (expense)
|
16
|
|
|
(9
|
)
|
|
(1
|
)
|
|
(71
|
)
|
||||
Net loss from continuing operations
|
(22,453
|
)
|
|
(18,246
|
)
|
|
(43,579
|
)
|
|
(28,467
|
)
|
||||
Net loss from discontinued operations
|
(555
|
)
|
|
(582
|
)
|
|
(736
|
)
|
|
(751
|
)
|
||||
Net loss
|
$
|
(23,008
|
)
|
|
$
|
(18,828
|
)
|
|
$
|
(44,315
|
)
|
|
$
|
(29,218
|
)
|
Net loss per share, basic and diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.90
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(1.76
|
)
|
|
$
|
(1.15
|
)
|
Discontinued operations
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.03
|
)
|
Total
|
$
|
(0.93
|
)
|
|
$
|
(0.76
|
)
|
|
$
|
(1.79
|
)
|
|
$
|
(1.18
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding, basic and diluted
|
24,822
|
|
|
24,777
|
|
|
24,817
|
|
|
24,774
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive loss
|
$
|
(23,008
|
)
|
|
$
|
(18,828
|
)
|
|
$
|
(44,315
|
)
|
|
$
|
(29,218
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating activities:
|
|
|
|
||||
Net loss
|
$
|
(44,315
|
)
|
|
$
|
(29,218
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Stock-based compensation
|
2,804
|
|
|
3,262
|
|
||
Depreciation and amortization
|
366
|
|
|
694
|
|
||
Amortization of debt issuance costs and debt discount
|
506
|
|
|
677
|
|
||
Inventory write-down
|
2,232
|
|
|
—
|
|
||
Asset impairment charges
|
920
|
|
|
—
|
|
||
Change in fair value of common stock warrant liabilities
|
(740
|
)
|
|
(5,504
|
)
|
||
Change in fair value of contingent consideration
|
1,100
|
|
|
2,600
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade accounts receivable
|
7,893
|
|
|
(712
|
)
|
||
Inventory
|
2,583
|
|
|
186
|
|
||
Prepaid expenses and other current assets
|
2,602
|
|
|
(2,138
|
)
|
||
Other assets
|
(848
|
)
|
|
(1,172
|
)
|
||
Accounts payable, accrued expenses and other liabilities
|
150
|
|
|
(3,911
|
)
|
||
Deferred revenue
|
(1,245
|
)
|
|
(1,193
|
)
|
||
Net cash used in operating activities
|
(25,992
|
)
|
|
(36,429
|
)
|
||
Investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(35
|
)
|
|
(99
|
)
|
||
Change in restricted cash related to a previous divestiture
|
—
|
|
|
10,002
|
|
||
Net cash (used in) provided by investing activities
|
(35
|
)
|
|
9,903
|
|
||
Financing activities:
|
|
|
|
||||
Proceeds from term loan
|
—
|
|
|
2,167
|
|
||
Principal payments on term loan obligation
|
—
|
|
|
(3,334
|
)
|
||
Proceeds from issuance of common stock under employee stock plans
|
237
|
|
|
141
|
|
||
Net cash provided by (used in) financing activities
|
237
|
|
|
(1,026
|
)
|
||
Net decrease in cash and cash equivalents
|
(25,790
|
)
|
|
(27,552
|
)
|
||
Cash and cash equivalents, beginning of the period
|
91,551
|
|
|
155,349
|
|
||
Cash and cash equivalents, end of the period
|
$
|
65,761
|
|
|
$
|
127,797
|
|
|
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
$
|
2,232
|
|
|
$
|
4,397
|
|
Work in process
|
—
|
|
|
2,650
|
|
||
Total
|
$
|
2,232
|
|
|
$
|
7,047
|
|
Level 1:
|
Observable inputs such as quoted prices in active markets;
|
Level 2:
|
Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
|
Level 3:
|
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||||
|
Quoted
Prices in
Active
Markets
for
Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
June 30, 2017
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
(1)
|
$
|
63,003
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,003
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Common stock warrant liabilities
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
69
|
|
Contingent consideration liabilities
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,900
|
|
|
$
|
53,900
|
|
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
(1)
|
$
|
87,792
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87,792
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Common stock warrant liabilities
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
809
|
|
|
$
|
809
|
|
Contingent consideration liabilities
(3)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52,800
|
|
|
$
|
52,800
|
|
(1)
|
Cash equivalents are comprised of money market fund shares and are included as a component of cash and cash equivalents on the condensed consolidated balance sheets.
|
(2)
|
Represents the fair value of common stock warrants outstanding that may require cash settlement under certain circumstances. The Company estimated the fair value of the warrant liabilities using the Black-Scholes valuation model. As of December 31, 2016, common stock warrant liabilities were primarily attributable to warrants sold as part of the Company’s July 2012 public offering. The warrants were exercisable into
1,901,918
shares of the Company’s common stock at an exercise price of
$20.00
per share and had a contractual term of
5 years
from the issuance date. In July 2017, these warrants expired unexercised. As of June 30, 2017, common stock warrant liabilities relate to warrants issued in July 2011 in connection with a debt financing arrangement. The warrants entitle the holder to purchase up to
28,125
shares of common stock at an exercise price of
$72.00
per share. The warrants will expire in July 2021.
|
(3)
|
In connection with certain acquisition, the Company may be required to pay future consideration that is contingent upon the achievement of specified development, regulatory approval or sales-based milestone events. The Company estimated the fair value of the contingent consideration liabilities on the acquisition date using a probability-weighted income approach, which reflects the probability and timing of future payments. This fair value measurement is based on significant Level 3 inputs such as the anticipated timelines and probability of achieving development, regulatory approval or sales-based milestone events and projected revenues. The resulting probability-weighted cash flows are discounted at risk-adjusted rates. Subsequent to the acquisition date, at each reporting period prior to settlement, the Company revalues these liabilities by performing a review of the assumptions listed above and record increases or decreases in the fair value of these contingent consideration liabilities. In the absence of any significant changes in key assumptions, the quarterly determination of fair values of these contingent consideration liabilities would primarily reflect the passage of time. Significant judgment is used in determining Level 3 inputs and fair value measurements as of the acquisition date and for each subsequent reporting period. Updates to assumptions could have a significant impact on the Company’s results of operations in any given period and actual results may differ from estimates. For example, significant increases in the probability of achieving a milestone or projected revenues would result in a significantly higher fair value measurement while significant decreases in the estimated probability of achieving a milestone or projected revenues would result in a significantly lower fair value measurement. Significant increases in the discount rate or in the anticipated timelines would result in a significantly lower fair value measurement while significant decreases in the discount rate or anticipated timelines would result in a significantly higher fair value measurement. The potential contingent consideration payments required upon achievement of development, regulatory approval and sales-based milestones related to the Company’s acquisition of ZX008 range from
zero
if none of the milestones are achieved to a maximum of
$95.0 million
(undiscounted).
|
|
March 31, 2017 |
|
Change in Fair Value
|
|
June 30,
2017 |
|
March 31, 2016
|
|
Change in Fair Value
|
|
June 30,
2016 |
||||||||||||
Contingent consideration liabilities
|
$
|
53,400
|
|
|
$
|
500
|
|
|
$
|
53,900
|
|
|
$
|
52,300
|
|
|
$
|
1,300
|
|
|
$
|
53,600
|
|
Common stock warrant liabilities
|
222
|
|
|
(153
|
)
|
|
69
|
|
|
1,669
|
|
|
(977
|
)
|
|
692
|
|
|
December 31,
2016
|
|
Change in Fair Value
|
|
June 30,
2017 |
|
December 31, 2015 |
|
Change in Fair Value
|
|
June 30,
2016 |
||||||||||||
Contingent consideration liabilities
|
$
|
52,800
|
|
|
$
|
1,100
|
|
|
$
|
53,900
|
|
|
$
|
51,000
|
|
|
$
|
2,600
|
|
|
$
|
53,600
|
|
Common stock warrant liabilities
|
809
|
|
|
(740
|
)
|
|
69
|
|
|
6,196
|
|
|
(5,504
|
)
|
|
692
|
|
2017 (remaining 6 months)
|
$
|
—
|
|
2018
|
8,000
|
|
|
2019
|
8,000
|
|
|
2020
|
4,000
|
|
|
Principal balance outstanding
|
20,000
|
|
|
Less: unamortized debt discount and issuance costs
|
(910
|
)
|
|
Net carrying value of debt
|
19,090
|
|
|
Less: current portion
|
(3,333
|
)
|
|
Long-term debt
|
$
|
15,757
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Risk free interest rate
|
1.9% to 2.0%
|
|
1.2%
|
|
1.9% to 2.3%
|
|
1.2% to 1.4%
|
Expected term
|
5.1 to 6.1 years
|
|
6.0 to 6.1 years
|
|
5.1 to 6.1 years
|
|
6.0 to 6.1 years
|
Expected volatility
|
76.0% to 76.3%
|
|
78.1%
|
|
76.0% to 76.6%
|
|
77.8% to 78.1%
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
|
—%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Cost of contract manufacturing
|
$
|
(6
|
)
|
|
$
|
94
|
|
|
$
|
71
|
|
|
$
|
196
|
|
Research and development
|
502
|
|
|
493
|
|
|
1,019
|
|
|
917
|
|
||||
Selling, general and administrative
|
635
|
|
|
1,187
|
|
|
1,714
|
|
|
2,149
|
|
||||
Total
|
$
|
1,131
|
|
|
$
|
1,774
|
|
|
$
|
2,804
|
|
|
$
|
3,262
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss from continuing operations
|
$
|
(22,453
|
)
|
|
$
|
(18,246
|
)
|
|
$
|
(43,579
|
)
|
|
$
|
(28,467
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Shares used in per share calculation
|
24,822
|
|
|
24,777
|
|
|
24,817
|
|
|
24,774
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss from continuing operations per share, basic and diluted
|
$
|
(0.90
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(1.76
|
)
|
|
$
|
(1.15
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Shares subject to outstanding common stock options
|
4,020
|
|
|
3,237
|
|
|
3,756
|
|
|
3,036
|
|
Shares subject to outstanding restricted stock units
|
273
|
|
|
108
|
|
|
205
|
|
|
64
|
|
Shares subject to outstanding warrants to purchase common stock
|
1,975
|
|
|
1,975
|
|
|
1,975
|
|
|
1,975
|
|
Total
|
6,268
|
|
|
5,320
|
|
|
5,936
|
|
|
5,075
|
|
•
|
the progress and timing of clinical trials of ZX008;
|
•
|
the safety and efficacy of our product candidates;
|
•
|
the timing of submissions to, and decisions made by, the U.S. Food and Drug Administration, or FDA, and other regulatory agencies, including foreign regulatory agencies, with respect to our product candidates and our ability to demonstrate the safety and efficacy of our product candidates to the satisfaction of the FDA and such other regulatory agencies;
|
•
|
the goals of our development activities and estimates of the potential markets for our product candidates, and our ability to compete within those markets;
|
•
|
the expected termination of the supply agreement with Endo International Plc, or Endo, and the impact on our future revenues; and
|
•
|
projected cash needs and our expected future revenues, operations and expenditures.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Contract manufacturing revenue
|
$
|
7,125
|
|
|
$
|
1,986
|
|
|
$
|
5,139
|
|
|
$
|
9,821
|
|
|
$
|
11,192
|
|
|
$
|
(1,371
|
)
|
Service and other product revenue
|
—
|
|
|
102
|
|
|
(102
|
)
|
|
—
|
|
|
102
|
|
|
(102
|
)
|
||||||
Total revenue
|
$
|
7,125
|
|
|
$
|
2,088
|
|
|
$
|
5,037
|
|
|
$
|
9,821
|
|
|
$
|
11,294
|
|
|
$
|
(1,473
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Cost of contract manufacturing
|
$
|
8,242
|
|
|
$
|
2,136
|
|
|
$
|
6,106
|
|
|
$
|
10,729
|
|
|
$
|
10,011
|
|
|
$
|
718
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Research and development
|
$
|
14,850
|
|
|
$
|
10,384
|
|
|
$
|
4,466
|
|
|
$
|
28,191
|
|
|
$
|
18,371
|
|
|
$
|
9,820
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
ZX008
|
$
|
9,398
|
|
|
$
|
7,754
|
|
|
$
|
1,644
|
|
|
$
|
18,591
|
|
|
$
|
13,046
|
|
|
$
|
5,545
|
|
Other
(1)
|
5,452
|
|
|
2,630
|
|
|
2,822
|
|
|
9,600
|
|
|
5,325
|
|
|
4,275
|
|
||||||
Total
|
$
|
14,850
|
|
|
$
|
10,384
|
|
|
$
|
4,466
|
|
|
$
|
28,191
|
|
|
$
|
18,371
|
|
|
$
|
9,820
|
|
(1)
|
Other research and development expenses include employee and infrastructure resources that are not tracked on a program-by-program basis, as well as development costs incurred for other product candidates.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Selling
|
$
|
1,127
|
|
|
$
|
1,578
|
|
|
$
|
(451
|
)
|
|
$
|
2,423
|
|
|
$
|
2,819
|
|
|
$
|
(396
|
)
|
General and administrative
|
4,375
|
|
|
5,266
|
|
|
(891
|
)
|
|
9,633
|
|
|
10,149
|
|
|
(516
|
)
|
||||||
Total selling, general and administrative
|
$
|
5,502
|
|
|
$
|
6,844
|
|
|
$
|
(1,342
|
)
|
|
$
|
12,056
|
|
|
$
|
12,968
|
|
|
$
|
(912
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Impairment charges
|
$
|
107
|
|
|
$
|
—
|
|
|
$
|
107
|
|
|
$
|
920
|
|
|
$
|
—
|
|
|
$
|
920
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Change in fair value of contingent consideration
|
$
|
500
|
|
|
$
|
1,300
|
|
|
$
|
(800
|
)
|
|
$
|
1,100
|
|
|
$
|
2,600
|
|
|
$
|
(1,500
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||
(in thousands)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||||
Other income (expense)
|
$
|
(393
|
)
|
|
$
|
339
|
|
|
$
|
(732
|
)
|
|
$
|
(403
|
)
|
|
$
|
4,260
|
|
|
$
|
(4,663
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash and cash equivalents, beginning of the period
|
$
|
91,551
|
|
|
$
|
155,349
|
|
Net cash used in operating activities
|
(25,992
|
)
|
|
(36,429
|
)
|
||
Net cash (used in) provided by investing activities
|
(35
|
)
|
|
9,903
|
|
||
Net cash provided by (used in) financing activities
|
237
|
|
|
(1,026
|
)
|
||
Net decrease in cash and cash equivalents
|
(25,790
|
)
|
|
(27,552
|
)
|
||
Cash and cash equivalents, end of the period
|
$
|
65,761
|
|
|
$
|
127,797
|
|
Exhibit
Number
|
|
Description
|
|
|
|
3.1(2)
|
|
Fifth Amended and Restated Certificate of Incorporation of the Registrant
|
|
|
|
3.2(5)
|
|
Certificate of Amendment of Fifth Amended and Restated Certificate of Incorporation of the Registrant
|
|
|
|
3.3(7)
|
|
Certificate of Amendment of Fifth Amended and Restated Certificate of Incorporation of the Registrant
|
|
|
|
3.4(2)
|
|
Amended and Restated Bylaws of the Registrant
|
|
|
|
4.1(3)
|
|
Form of the Registrant’s Common Stock Certificate
|
|
|
|
4.2(1)
|
|
Third Amended and Restated Investors’ Rights Agreement dated December 2, 2009
|
|
|
|
4.3(1)
|
|
Amendment to Third Amended and Restated Investors’ Rights Agreement dated as of July 1, 2010
|
|
|
|
4.4(4)
|
|
Second Amendment to Third Amended and Restated Investors’ Rights Agreement dated June 30, 2011
|
|
|
|
4.5(1)
|
|
Warrant dated June 30, 2008 issued by the Registrant to Oxford Finance Corporation
|
|
|
|
4.6(1)
|
|
Transfer of Warrant dated March 24, 2009 from CIT Healthcare LLC to The CIT Group/Equity Investments, Inc.
|
|
|
|
4.7(4)
|
|
Warrant dated July 18, 2011 issued by the Registrant to Healthcare Royalty Partners (formerly Cowen Healthcare Royalty Partners II, L.P.)
|
|
|
|
4.8(6)
|
|
Warrant dated December 30, 2014 issued by the Registrant to Oxford Finance LLC
|
|
|
|
4.9(6)
|
|
Warrant dated December 30, 2014 issued by the Registrant to Silicon Valley Bank
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C. §1350, as adopted)
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C. §1350, as adopted)
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C. §1350, as adopted)
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C. §1350, as adopted)
|
|
|
|
101
|
|
The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2017 formatted in XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to Condensed Consolidated Financial Statements.
|
(1)
|
Filed with the Registrant’s Registration Statement on Form S-1 on September 3, 2010.
|
(2)
|
Filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 on October 27, 2010.
|
(3)
|
Filed with Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 on November 4, 2010.
|
(4)
|
Filed with the Registrant’s Quarterly Report on Form 10-Q on August 11, 2011.
|
(5)
|
Filed with the Registrant’s Quarterly Report on Form 10-Q on November 8, 2012.
|
(6)
|
Filed with the Registrant’s Current Report on Form 8-K on December 31, 2014.
|
(7)
|
Filed with the Registrant’s Quarterly Report on Form 10-Q on August 10, 2015.
|
*
|
These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not subject to the liability of that section. These certifications are not to be incorporated by reference into any filing of Zogenix, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|
|
|
|
|
|
|
|
ZOGENIX, INC.
|
|
|
|
|
Date:
|
August 8, 2017
|
By:
|
/s/ Stephen J. Farr
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
August 8, 2017
|
By:
|
/s/ Michael P. Smith
|
|
|
|
Executive Vice President, Chief Financial Officer, Treasurer and Secretary
|
|
|
|
(Principal Financial and Accounting Officer)
|
1 Year Zogenix Chart |
1 Month Zogenix Chart |
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