Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2010
AMICUS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33497
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71-0869350 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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6 Cedar Brook Drive, Cranbury, NJ
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08512 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (609) 662-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On November 8, 2010, Amicus Therapeutics, Inc. issued a press release announcing its financial
results for the quarter ended September 30, 2010. A copy of this press release is attached hereto
as Exhibit 99.1.
In accordance with General Instruction B.2. of Form 8-K, the information in this Current
Report on Form 8-K, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to
the liability of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: The Exhibit Index annexed hereto is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Amicus Therapeutics, Inc.
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Date: November 8, 2010 |
By: |
/s/ Geoffrey P. Gilmore
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Geoffrey P. Gilmore |
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Senior Vice President and General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1 |
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Press Release dated November 8, 2010 |
Exhibit 99.1
Exhibit 99.1
Amicus Therapeutics Announces Third Quarter 2010 Financial Results
-Global strategic collaboration with GSK Rare Diseases supports potential of Amigal for Fabry Disease; Company expects to fund operations and capital expenditure requirements through the anticipated U.S. Amigal commercial launch-
CRANBURY, N.J., November 8, 2010 Amicus Therapeutics (Nasdaq: FOLD) today announced financial
results for the quarter ended September 30, 2010, provided an update on its product development
pipeline, including its Phase 3 program with Amigal (migalastat HCl) for the treatment of Fabry
disease and reaffirmed the financial strength of the Company.
John F. Crowley, Chairman and CEO of Amicus Therapeutics stated, During the third quarter we made
significant progress further establishing Amicus as a leader in the research and development of new
treatments for rare diseases. Our strategic partnership with GSK not only supports the potential
for success with the Amigal program but also provides us with multiple strategic options for
continued growth. Moving forward, we intend to judiciously invest in our pipeline and to explore a
series of additional partnerships, all while ensuring that our financial strength allows us to fund
our operations and capital expenditures through the anticipated US commercial launch of Amigal.
Third Quarter Financial Summary
As of September 30, 2010, Amicus held $57.6 million of cash, cash equivalents, and marketable
securities.
For the three months ended September 30, 2010, Amicus reported a net loss of $15.4 million, or
$0.56 per share attributable to common stockholders, compared to a net loss of $13.4 million, or
$0.59 per share attributable to common stockholders for the same period in 2009.
Pipeline Overview
Amigal (migalastat HCl) for the Treatment of Fabry Disease
On October 29, 2010, Amicus announced a definitive agreement with GlaxoSmithKline PLC (GSK) to
develop and commercialize AmigalTM (migalastat HCl), currently in Phase 3 for the
treatment of Fabry disease. Under the terms of the agreement, GSK received an exclusive worldwide
license to develop, manufacture and commercialize migalastat HCl. Additionally, as part of the
agreement, GSK and Amicus also intend to advance clinical studies exploring the co-administration
of migalastat HCl with enzyme replacement therapy (ERT) for the treatment of Fabry disease.
Under the terms of the Agreement, Amicus will receive an upfront, license payment of $30M from GSK
and is eligible to receive further payments of approximately $170M upon the successful achievement
of development and commercialization milestones, as well as tiered double-digit royalties on global
sales of migalastat HCl. Amicus will fund development costs for the remainder of 2010, and the
parties will begin sharing such costs in 2011 in accordance with an agreed upon development plan.
This development plan provides that Amicus and GSK will jointly fund development costs on a 50/50
basis in 2011 and a 25/75 basis, respectively in 2012 and beyond. The Companys obligation to
jointly fund development costs is subject to both an annual and an aggregate cap. Additionally,
as part of the collaboration, GSK is purchasing 6.9 million shares of Amicus common stock at a
price of $4.56 per share. The total value of the equity investment to Amicus is $31 million and
represents a 19.9% ownership position for GSK in the Company. The total cash up-front to Amicus
from GSK for the upfront license payment and equity investment is approximately $60 million.
The Phase 3 study (Study 011) of migalastat HCl remains the Companys number one priority. Study
011 is ongoing and patients are being enrolled at approximately 40 investigational sites worldwide.
The Company expects to complete enrollment in the first quarter of 2011 and to report preliminary
results from this study in the second half of 2011.
Amicus and GSK intend to commence an additional Phase 3 study (Study 012) before year end. Study
012 will be an 18-month, randomized, open-label study comparing migalastat HCl to enzyme
replacement therapy (ERT) in approximately 60 subjects. The primary outcome of efficacy will be
renal function as measured by glomerular filtration rate (GFR).
Chaperone-ERT Co-administration Therapy Programs
Amicus and GSK intend to initiate a Phase 2 study with migalastat HCl co-administered with ERT for
Fabry disease. This open-label phase 2 study to investigate drug-drug interactions between
migalastat HCl and ERT for Fabry disease is planned to commence before the end of 2010.
Additionally, Amicus continues to evaluate the co-administration use of AT2220 (1-deoxynojirimycin
HCl) with enzyme replacement therapy (ERT) in mouse models of Pompe disease. The Company
previously reported that preclinical studies demonstrated that co-administration of AT2220 with ERT
resulted in prolonged half-life of ERT in the circulation, increased enzyme activity in cells and
greater substrate reduction in target tissues compared to that seen with ERT alone. Amicus has
also completed promising preclinical studies of its chaperone Plicera (afegostat tartrate)
co-administered with ERT for Gaucher disease.
The Company continues to evaluate options for clinical development of both the combination use of
AT2220 and ERT for Pompe disease and afegostat tartrate and ERT for Gaucher disease.
Neurodegenerative Genetic Disease Programs
Amicus continues to advance its preclinical neurodegenerative disease programs. As previously
reported, Amicus presented data from preclinical studies that evaluated the chaperone AT2101 in
mouse models of Parkinsons disease. The studies demonstrated that treatment with AT2101 increased
the activity of β-glucocerebrosidase (GCase), prevented
accumulation of α-synuclein in the brain
and improved motor function as assessed in various behavioral tests. At that time, the Company also
announced that new compounds have been identified that improve on the properties of AT2101 and
expand the range of doses and regimens that show motor improvement in mouse models of the disease.
Amicus expects to provide details regarding its plans to advance the Parkinsons disease
program early in January 2011.
Amicus
second neurodegenerative disease program is for the treatment of
Alzheimers disease. As previously announced, Amicus was awarded a grant of $210,000 from the
Alzheimers Drug Discovery Foundation (ADDF), which is helping to fund preclinical studies to
evaluate the use of pharmacological chaperones for the treatment of Alzheimers disease.
2010 Financial Guidance
The Company expects to spend a total of $45 to $55 million on 2010 operating expenses. The current
cash position, including payments from GSK in 2010 and anticipated payments from GSK moving
forward, is expected to be sufficient to fund the Companys operations and capital expenditure
requirements through the anticipated US commercial launch of Amigal.
Additionally, Amicus announced today that the U.S. Department of the Treasury awarded the Company a
total of $1,466,876 for all six of the Companys applications submitted for the new Therapeutic
Discovery Project Program created by the Affordable Care Act. The therapeutic discovery tax credit
was targeted, in part, to projects that show significant potential to produce new therapies,
address unmet medical needs, and reduce the long-term growth of health care costs.
Conference Call and Webcast
Amicus Therapeutics will host a conference call and webcast today, November 8, 2010 to review
financial results and provide a corporate update. Interested participants and investors may access
the conference call at 5 p.m. EST by dialing 877-303-5859 (U.S./Canada) or 678-224-7784
(international). A telephonic replay of the call will be available for seven days beginning at 8
p.m. EST. Access numbers for this replay are 800-642-1687 (U.S./Canada) and 706-645-9291
(international); participant code 22575068.
An audio webcast can also be accessed via the investor section of the Amicus Therapeutics Web site
at www.amicustherapeutics.com under Investors: Events and Presentations. Web participants are
encouraged to go to the Web site 15 minutes prior to the start of the call to register, download
and install any necessary software. After the live
webcast, an audio webcast replay will remain available in the Investors section of the Amicus
Therapeutics Web site for 30 days.
Amicus press releases are available at www.amicustherapeutics.com.
About Amicus Therapeutics
Amicus Therapeutics is a biopharmaceutical company focused on developing treatments for rare
diseases. The Company is developing orally-administered, small molecule drugs called
pharmacological chaperones, a novel, first-in-class approach to treating a broad range of diseases
including lysosomal storage disorders and CNS diseases. Amicus lead program is in Phase 3 for the
treatment of Fabry disease.
Forward-Looking Statements
This press release contains, and the accompanying conference call will contain, forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to
preclinical and clinical development of Amicus candidate drug products, the timing and reporting
of results from preclinical studies and clinical trials evaluating Amicus candidate drug products
and the projected cash position for the Company, including achievement of development and
commercialization milestone payments and sales royalties under our collaboration with
GlaxoSmithKline. Words such as, but not limited to, look forward to, believe, expect,
anticipate, estimate, intend, plan, targets, likely, will, would, should and
could, and similar expressions or words identify forward-looking statements. Such forward-looking
statements are based upon current expectations that involve risks, changes in circumstances,
assumptions and uncertainties. The inclusion of forward-looking statements should not be regarded
as a representation by Amicus that any of its plans will be achieved. Any or all of the
forward-looking statements in this press release may turn out to be wrong. They can be affected by
inaccurate assumptions Amicus might make or by known or unknown risks and uncertainties. For
example, with respect to statements regarding the goals, progress, timing and outcomes of
discussions with regulatory authorities and the potential goals, progress, timing and results of
preclinical studies and clinical trials, actual results may differ materially from those set forth
in this release due to the risks and uncertainties inherent in the business of Amicus, including,
without limitation: the potential that results of clinical or pre-clinical studies indicate that
the product candidates are unsafe or ineffective; the potential that it may be difficult to enroll
patients in our clinical trials; the potential that regulatory authorities may not grant or may
delay approval for our product candidates; the potential that preclinical and clinical studies
could be delayed because we identify serious side effects or other safety issues; the potential
that we will need additional funding to complete all of our studies and, our dependence on third
parties in the conduct of our clinical studies. Further, the results of earlier preclinical studies
and/or clinical trials may not be predictive of future results. With respect to statements
regarding projections of the Companys cash position, actual results may differ based on market
factors and the Companys ability to execute its operational and budget plans, including
achievement of development and commercialization milestone payments and sales royalties under our
collaboration with GlaxoSmithKline. In addition, all forward looking statements are subject to
other risks detailed in our Annual Report on Form 10-K for the year ended December 31, 2009. You
are cautioned not to place undue reliance on these forward-looking statements, which speak only as
of the date hereof. All forward-looking statements are qualified in their entirety by this
cautionary statement, and Amicus undertakes no obligation to revise or update this news release to
reflect events or circumstances after the date hereof. This caution is made under the safe harbor
provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
CONTACTS:
Investors/Media:
Jenene Thomas
Director, Investor Relations
Amicus Therapeutics
Jthomas@amicustherapeutics.com
609-662-5084
FOLD -G
Table 1
Amicus Therapeutics, Inc.
(a development stage company)
Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share amounts)
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Period from |
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February 4, |
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2002 |
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(inception) |
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Three Months |
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Nine Months |
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to |
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Ended September 30, |
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Ended September 30, |
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Sept 30, |
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2009 |
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2010 |
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2009 |
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2010 |
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2010 |
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Revenue: |
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Research revenue |
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$ |
4,219 |
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$ |
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$ |
12,799 |
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$ |
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$ |
31,108 |
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Collaboration revenue |
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694 |
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2,083 |
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50,000 |
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Total revenue |
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4,913 |
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14,882 |
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81,108 |
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Operating Expenses: |
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Research and development |
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12,609 |
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8,862 |
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37,954 |
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25,888 |
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201,611 |
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General and administrative |
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5,217 |
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3,892 |
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15,635 |
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11,837 |
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89,546 |
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Restructuring charges |
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1,522 |
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Impairment of leasehold
improvements |
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1,030 |
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Depreciation and amortization |
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561 |
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511 |
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1,585 |
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1,577 |
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7,997 |
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In-process research and
development |
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418 |
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Total operating expenses |
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18,387 |
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13,265 |
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55,174 |
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39,302 |
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302,124 |
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Loss from operations |
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(13,474 |
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(13,265 |
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(40,292 |
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(39,302 |
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(221,016 |
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Other income (expenses): |
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Interest income |
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129 |
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33 |
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924 |
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121 |
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13,878 |
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Interest expense |
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(84 |
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(66 |
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(155 |
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(203 |
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(2,127 |
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Change in fair value of
warrant liability |
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(2,059 |
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(464 |
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(918 |
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Other expense |
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(1,116 |
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Loss before tax benefit |
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(13,429 |
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(15,357 |
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(39,523 |
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(39,848 |
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(211,299 |
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Benefit from income taxes |
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695 |
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Net loss |
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(13,429 |
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(15,357 |
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(39,523 |
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(39,848 |
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(210,604 |
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Deemed dividend |
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(19,424 |
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Preferred stock accretion |
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(802 |
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Net loss attributable to common
stockholders |
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$ |
(13,429 |
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$ |
(15,357 |
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$ |
(39,523 |
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$ |
(39,848 |
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$ |
(230,830 |
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Net loss attributable to common
stockholders per
common share basic and
diluted |
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$ |
(0.59 |
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$ |
(0.56 |
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$ |
(1.75 |
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$ |
(1.50 |
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Weighted-average common shares
outstanding
basic and diluted |
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22,621,513 |
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27,625,137 |
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22,617,808 |
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26,516,688 |
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Source: FOLD -G