UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
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For the quarterly period ended March 31, 2009
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For
the transition period from
to
Commission File No. 0-50772
INHIBITEX, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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74-2708737
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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9005 Westside Parkway
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Alpharetta, Georgia
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30009
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(Address of principal executive offices)
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(Zip Code)
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(678) 746-1100
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
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
o
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 (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such
files).
Yes
o
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large Accelerated Filer
o
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Accelerated Filer
o
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Non-Accelerated Filer
o
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Smaller Reporting Company
þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes
o
No
þ
As of May 8, 2009, 43,521,527 shares of the Registrants Common Stock were outstanding.
PART I
FINANCIAL INFORMATION
INHIBITEX, INC.
CONSOLIDATED BALANCE SHEETS
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March 31,
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December 31,
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2009
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2008
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(unaudited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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8,486,293
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$
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11,507,137
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Short-term investments
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20,702,172
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21,634,880
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Prepaid expenses and other current assets
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557,731
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621,797
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Accounts receivable
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157,524
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108,558
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Total current assets
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29,903,720
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33,872,372
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Property and equipment, net
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2,137,074
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2,328,707
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Other assets
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32,533
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31,876
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Total assets
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$
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32,073,327
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$
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36,232,955
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current liabilities:
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Accounts payable
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$
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1,705,638
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$
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1,276,215
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Accrued expenses
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1,030,641
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1,001,047
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Current portion of notes payable
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312,500
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312,500
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Current portion of capital lease obligations
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190,718
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254,291
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Current portion of deferred revenue
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191,667
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441,667
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Other current liabilities
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204,031
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224,922
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Total current liabilities
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3,635,195
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3,510,642
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Long-term liabilities:
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Notes payable, net of current portion
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312,500
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390,625
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Capital lease obligations, net of current portion
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338,237
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387,892
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Deferred revenue, net of current portion
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200,000
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237,500
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Other liabilities, net of current portion
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1,238,376
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1,279,994
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Total long-term liabilities
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2,089,113
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2,296,011
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Total liabilities
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5,724,308
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5,806,653
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Stockholders equity:
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Preferred stock, $.001 par value; 5,000,000
shares authorized at March 31, 2009 and
December 31, 2008; none issued and outstanding
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Common stock, $.001 par value; 75,000,000 shares
authorized at March 31, 2009 and December 31,
2008; 43,509,860 and 43,380,570 shares issued
and outstanding at March 31, 2009 and
December 31, 2008, respectively
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43,510
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43,381
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Warrants
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13,742,231
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13,742,630
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Accumulated other comprehensive income
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54,689
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111,450
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Additional paid-in capital
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244,000,488
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243,825,057
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Accumulated deficit
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(231,491,899
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)
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(227,296,216
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)
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Total stockholders equity
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26,349,019
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30,426,302
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Total liabilities and stockholders equity
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$
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32,073,327
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$
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36,232,955
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The accompanying notes are an integral part of these financial statements.
3
INHIBITEX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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Three Months Ended
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March 31,
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2009
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2008
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Revenue:
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License fees and milestones
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$
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37,500
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$
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412,500
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Collaborative research and development
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250,000
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375,000
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Total revenue
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287,500
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787,500
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Operating expense:
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Research and development
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3,497,060
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3,406,047
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General and administrative
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1,071,490
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1,341,568
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Total operating expense
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4,568,550
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4,747,615
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Loss from operations
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(4,281,050
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)
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(3,960,115
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Other income (loss), net
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(8,151
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11,426
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Interest income, net
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93,518
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500,890
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Net loss
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$
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(4,195,683
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)
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$
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(3,447,799
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)
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Basic and diluted net loss per share
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$
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(0.10
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$
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(0.08
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Weighted average shares used to compute basic and diluted net loss per share
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43,427,976
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42,791,069
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The accompanying notes are an integral part of these financial statements.
4
INHIBITEX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
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Three Months Ended
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March 31,
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2009
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2008
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Cash flows from operating activities:
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Net loss
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$
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(4,195,683
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)
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$
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(3,447,799
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Adjustments to reconcile net loss to net cash used in operating activities:
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Depreciation and amortization
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191,633
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211,359
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Share-based compensation
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178,374
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460,482
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Gain on sale of equipment
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(15,000
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Amortization of investment premium or discount
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(25,442
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)
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(267,284
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Changes in operating assets and liabilities:
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Prepaid expenses and other assets
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63,409
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82,217
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Accounts receivable
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(48,966
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)
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(179,061
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Accounts payable and other liabilities
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366,914
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597,764
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Accrued expenses
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29,594
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(1,852,385
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Deferred revenue
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(287,500
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)
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837,500
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Net cash used in operating activities
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(3,727,667
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)
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(3,572,207
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Cash flows from investing activities
:
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Purchases of property and equipment
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(380,826
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)
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Proceeds from sale of property and equipment
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15,000
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Purchases of investments
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(7,648,611
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)
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(17,762,099
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)
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Proceeds from maturities and sales of investments
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8,550,000
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19,000,077
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Cash paid in connection with acquisition
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(77,606
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)
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Net cash provided by investing activities
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901,389
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794,546
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Cash flows from financing activities
:
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Payments on promissory notes and capital leases
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(191,353
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)
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(270,348
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)
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Repurchase of common stock
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(3,213
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)
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Proceeds from the issuance of common stock, net of issuance costs
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4,283
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Net cash used in financing activities
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(194,566
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)
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(266,065
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)
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Decrease in cash and cash equivalents
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(3,020,844
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)
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(3,043,726
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)
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Cash and cash equivalents at beginning of period
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11,507,137
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14,178,143
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Cash and cash equivalents at end of period
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$
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8,486,293
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$
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11,134,417
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Supplemental cash flow information:
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Interest paid
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$
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19,655
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$
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17,791
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The accompanying notes are an integral part of these financial statements.
5
INHIBITEX, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Operations
Inhibitex, Inc. (Inhibitex or the Company) was incorporated in the state of Delaware in May
1994. Inhibitex is a biopharmaceutical company focused on the development of differentiated
anti-infective products to treat serious infections.
The Company is currently targeting its development efforts on therapies to treat shingles (herpes
zoster) and infections caused by hepatitis C virus (HCV). Currently available antiviral therapies
for these infections have various limitations, such as inadequate potency, diminishing efficacy due
to the emergence of drug-resistant viruses, toxic and adverse side effects, complex dosing
schedules and inconvenient routes of administration. The Company believes that its small molecule
anti-viral product candidates may have the potential to address a number of these limitations and
other unmet needs in their respective, intended indications.
The Company has neither received regulatory approval for any of its product candidates, nor does
the Company have any commercialization capabilities; therefore, it is possible that the Company may
never successfully derive significant collaboration revenues or any commercial revenues from any of
its existing or future product candidates or preclinical development programs.
The Company plans to continue to finance its operations with its existing cash, cash equivalents
and short-term investments, or through future equity and/or debt financings, or proceeds from
potential future collaborations or partnerships or other financing vehicles. The Companys ability
to continue its operations is dependent, in the near-term, upon managing its cash resources, the
successful development of its product candidates, entering into collaboration or partnership
agreements, executing future financings and ultimately, upon the approval of its products for sale
and achieving positive cash flow from operations. There can be no assurance that additional funds
will be available on terms acceptable to the Company, or that the Company will ever generate
significant revenue and become profitable.
2. Summary of Significant Accounting Policies
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States for interim financial
information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. They do not
include all information and notes required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there has been no material change in the
information disclosed in the notes to the consolidated financial statements included in the Annual
Report on Form 10-K for the year ended December 31, 2008. The Companys significant accounting
policies have not changed since December 31, 2008, except as outlined below:
Recent Accounting Pronouncements.
In September 2006, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard (SFAS) No. 157,
Fair Value
Measurements
(SFAS No. 157). SFAS No. 157 establishes a common definition for fair value to be
applied to U.S. GAAP requiring use of fair value, establishes a framework for measuring fair value,
and expands disclosure about such fair value measurements. SFAS No. 157 is effective for financial
assets and financial liabilities for fiscal years beginning after November 15, 2007. Issued in
February 2008, FASB Staff Position (FSP) No. 157-1
Application of FASB Statement No. 157 to FASB
Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for
Purposes of Lease Classification or Measurement under Statement 13
removed leasing transactions
accounted for under Statement 13 and related guidance from the scope of SFAS No. 157. FSP No. 157-2
"
Partial Deferral of the Effective Date of Statement 157
(FSP 157-2), deferred the effective
date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities to fiscal years
beginning after November 15, 2008.
In October 2008, the FASB issued FSP No. 157-3
Determining Fair Value of a Financial Asset in a
Market That is Not Active
(FSP 157-3). FSP 157-3 clarified the application of SFAS No. 157 in an
inactive market. It demonstrated how the fair value of a financial asset is determined when the
market for that financial asset is inactive. FSP 157-3 was effective upon issuance, including prior
periods for which financial statements had not been issued.
In April 2009, the FASB issued FSP FAS No. 157-4,
Determining Whether a Market Is Not Active and a
Transaction Is Not Distressed
(FSP 157-4). FSP 157-4 provides additional guidance on factors to
consider in estimating fair value when there has been a significant decrease in market activity for
a financial asset. FSP 157-4 is effective for interim and annual periods ending after June 15,
2009. The implementation of this standard will not have a material impact on our consolidated
financial position and results of operations.
6
The implementation of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities, effective
January 1, 2009, did not have a material impact on our consolidated financial position and results
of operations. See Note 6 for additional SFAS No. 157 information and disclosure for financial and
nonfinancial assets and liabilities.
In April 2009, the FASB issued FSP FAS No. 115-2 and FAS 124-2,
Recognition and Presentation of
Other-Than-Temporary Impairments
(FSP FAS 115-2 and FAS 124-2). FSP FAS 115-2 and FAS 124-2
changes the method for determining whether an other-than-temporary impairment exists for debt
securities and the amount of the impairment to be recorded in earnings. FSP FAS 115-2 and FAS 124-2
is effective for interim and annual periods ending after June 15, 2009. The implementation of this
standard will not have a material impact on our consolidated financial position and results of
operations.
In April 2009, the FASB issued FSP FAS 107-1, APB 28-1,
Interim Disclosures About Fair Value of
Financial Instruments
(FSP FAS 107-1, APB 28-1). FSP FAS 107-1, APB 28-1 requires fair value
disclosures in both interim as well as annual financial statements in order to provide more timely
information about the effects of current market conditions on financial instruments. FSP FAS 107-1,
APB 28-1 is effective for interim and annual periods ending after June 15, 2009. The implementation
of this standard will not have a material impact on our consolidated financial position and results
of operations.
3. Net Loss Per Share
The Company calculates net loss per share in accordance with SFAS No. 128,
Earnings Per Share
(SFAS No. 128) and Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB)
No. 98,
Earnings Per Share
(SAB 98). Under the provisions of SFAS No. 128 and SAB 98, basic
net loss per share is computed by dividing the net loss for the period by the weighted average
number of common shares outstanding for the period. Diluted net loss per share is computed by
dividing the net loss by the weighted average number of common shares and dilutive common stock
equivalents outstanding (commonly and hereinafter referred to as common stock equivalents). Common
stock equivalents consist of common shares issuable upon the exercise of stock options, warrants,
and restricted shares. For diluted net loss per share, common stock equivalents are excluded from
the calculation of diluted net loss per share if their effect is anti-dilutive.
The following table sets forth the computation of historical basic and diluted net loss per share:
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|
|
|
|
|
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|
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Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(4,195,683
|
)
|
|
$
|
(3,447,799
|
)
|
|
|
|
|
|
|
|
Weighted average common shares outstanding used to
compute basic earnings per share
|
|
|
43,427,976
|
|
|
|
42,791,069
|
|
Dilutive effect of:
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|
|
|
|
|
|
|
Stock options and restricted stock
|
|
|
|
|
|
|
|
|
Warrants
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used to compute diluted earnings per share
|
|
|
43,427,976
|
|
|
|
42,791,069
|
|
|
|
|
|
|
|
|
Basic net loss per share
|
|
$
|
(0.10
|
)
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
|
Diluted net loss per share
|
|
$
|
(0.10
|
)
|
|
$
|
(0.08
|
)
|
|
|
|
|
|
|
|
Number of antidilutive stock options and restricted stock excluded from computation
|
|
|
4,776,564
|
|
|
|
5,849,226
|
|
Number of antidilutive warrants excluded from computation
|
|
|
8,022,410
|
|
|
|
8,535,097
|
|
7
4. Share-Based Award Plans
The Company has two share-based award plans, one of which has shares reserved for future
share-based awards. For the three months ended March 31, 2009 and 2008, the Company recorded
share-based compensation expense related to grants from this plan of $178,374 and $460,482
respectively, or $0.00 and $0.01 basic and fully diluted per share. No income tax benefit was
recognized in the statements of operations and no share-based compensation expense was capitalized
as part of any assets for the three months ended March 31, 2009 and 2008.
Stock Options
The fair value of each stock option award was estimated at its respective date of grant using the
Black-Scholes method with the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
Weighted average risk-free interest rate
|
|
|
1.87
|
%
|
|
|
2.64
|
%
|
Dividend yield
|
|
|
|
|
|
|
|
|
Expected weighted average volatility
|
|
|
.69
|
|
|
|
.68
|
|
Expected weighted average life of options (years)
|
|
|
4.0
|
|
|
|
4.0
|
|
Weighted average fair value of options granted
|
|
$
|
0.17
|
|
|
$
|
0.45
|
|
The risk-free rate interest rate is based on the expected life of the option and the corresponding
U.S. Treasury bond, which in most cases is the U.S. five year Treasury bond. The expected term of
stock options granted is derived from actual and expected option behavior and represents the period
of time that options granted are expected to be outstanding. The Company uses historical data to
estimate option exercise patterns and future employee terminations to determine expected life and
forfeitures. Expected volatility is based on the historical volatility of the Companys publicly
traded common stock.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
|
|
|
Weighted-Average
|
|
|
Aggregate Intrinsic
|
|
|
|
Number of
|
|
|
Exercise Price
|
|
|
Remaining Contractual
|
|
|
Value
|
|
|
|
Stock Options
|
|
|
Per Option
|
|
|
Term
|
|
|
($000)
|
|
|
Balance at
December 31,
2008
|
|
|
4,820,459
|
|
|
$
|
2.33
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
70,500
|
|
|
|
0.32
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(114,395
|
)
|
|
|
3.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31,
2009
|
|
|
4,776,564
|
|
|
$
|
2.27
|
|
|
|
5.90
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted average fair value of stock options granted during the three month period ended March
31, 2009 was $0.17. As of March 31, 2009 there was $1,123,686 of unrecognized share-based
compensation expense related to unvested stock option awards, not discounted for future
forfeitures. This balance is expected to be recognized over a weighted-average period of 2.2 years.
8
5. Comprehensive Loss
The components of comprehensive loss for the three months ended March 31, 2009 and 2008 are as
follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
Net loss
|
|
$
|
(4,195,683
|
)
|
|
$
|
(3,447,799
|
)
|
Change in net unrealized gains (losses) on
investments
|
|
|
(56,761
|
)
|
|
|
49,708
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(4,252,444
|
)
|
|
$
|
(3,398,091
|
)
|
|
|
|
|
|
|
|
6. Fair Value Measurements
The Company adopted SFAS No. 157 related to financial assets and liabilities effective January 1,
2008 and related to nonfinancial assets and nonfinancial liabilities effective January 1, 2009.
SFAS No. 157 establishes a fair value hierarchy which requires an entity to maximize the use of
observable inputs, where available, and minimize the use of unobservable inputs when measuring fair
value. The standard describes three levels of inputs that may be used to measure fair value:
|
|
|
|
|
Level 1
|
|
Quoted prices in active markets for identical assets or liabilities.
|
|
|
|
|
|
Level 2
|
|
Observable inputs other than Level 1 prices, such as quoted prices
for similar assets or liabilities; quoted prices 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 assets or liabilities.
|
|
|
|
|
|
Level 3
|
|
Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the assets
or liabilities.
|
The following table sets forth the financial assets and liabilities that were measured at fair
value on a recurring basis at March 31, 2009, by level within the fair value hierarchy. The Company
did not have any nonfinancial assets or nonfinancial liabilities that were measured or disclosed at
fair value at March 31, 2009. As required by SFAS No. 157, assets and liabilities measured at fair
value are classified in their entirety based on the lowest level of input that is significant to
the fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted prices in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
active markets for
|
|
|
Significant other
|
|
|
Significant
|
|
|
|
|
|
|
|
identical assets
|
|
|
observable inputs
|
|
|
unobservable inputs
|
|
|
|
Total
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
Cash equivalents
|
|
$
|
6,654,726
|
|
|
$
|
6,154,814
|
|
|
$
|
499,912
|
|
|
$
|
|
|
Short-term investments available-for-sale
|
|
|
20,702,172
|
|
|
|
251,905
|
|
|
|
20,450,267
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
27,356,898
|
|
|
$
|
6,406,719
|
|
|
$
|
20,950,179
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents consist primarily of money market funds and commercial paper with original
maturity dates of three months or less. Short-term investments consist of United States (US)
government agency securities, corporate debt securities, US Treasury securities and certificates of
deposits classified as available-for-sale and have maturities greater than 90 days, but less then
365 days from the date of acquisition.
The Company has invested in corporate notes, commercial paper, United States treasury bills and
United States government agency notes.
9
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on
Form 10-Q
contains forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. In some cases,
you can identify forward-looking statements by terms such as may, will, should, could,
would, expect, plan, intend, anticipate, believe, estimate, project, predict,
forecast, potential, likely or possible, as well as the negative of such expressions, and
similar expressions intended to identify forward-looking statements. These forward-looking
statements include, without limitation, statements relating to:
|
|
The anticipated completion of a FV-100 Phase II trial in shingles patients around the middle of next year;
|
|
|
|
the anticipated amount of patients to enroll in the FV-100 Phase II trial;
|
|
|
|
our plans and the length of time it may take to complete IND-enabling studies for our lead compound, INX-189
from our HCV polymerase inhibitor program in the first half of next year;
|
|
|
|
the number of months that our current cash, cash equivalents and short-term investments will allow us to operate;
|
|
|
|
our future financing requirements, the factors that may influence the timing and amount of these requirements,
and our ability to fund them;
|
|
|
|
potential future revenue from collaborative research agreements, partnerships, license agreements, product
related revenue or materials transfer agreements;
|
|
|
|
our product candidates may have the potential to address a number of current therapeutic limitations, such as
inadequate potency, diminishing efficacy due to the emergence of drug-resistant viruses, toxic or adverse side
effects, complex dosing schedules, and inconvenient routes of administration and other unmet needs in their
intended indications;
|
|
|
|
and anticipated future and increased net losses from operations.
|
These statements reflect our current views with respect to future events and are based on
assumptions and subject to risks and uncertainties including, without limitation: Wyeth not
terminating our license and collaborative research agreements; our maintaining sufficient
resources, including executive management and key employees; our ability to successfully develop
current and future product candidates either in collaboration with a partner or independently and
through the regulatory process; our ongoing or future preclinical studies or clinical trials not
demonstrating an appropriate safety and/or efficacy profile of our product candidates; our ability
to secure and use third-party clinical and preclinical research and data management organizations
and manufacturers not fulfilling their contractual obligations or otherwise performing
satisfactorily in the future; manufacturing and maintaining sufficient quantities of preclinical
and clinical trial material on hand to complete our preclinical studies or clinical trials on a
timely basis; failure to obtain regulatory approval to commence or continue our clinical trials or
to market our product candidates; our ability to protect and maintain our proprietary intellectual
property rights from unauthorized use by others or not infringe on the intellectual property rights
of others; our collaborators failing to fulfill their obligations under our agreements with them in
the future; our ability to attract suitable organizations to collaborate on the development and
commercialization of our product candidates; the condition of the financial equity and debt markets
and our ability to raise sufficient funding in such markets; our ability to manage our current cash
reserves as planned; changes in general economic business or competitive conditions; and other
statements contained elsewhere in this Quarterly Report on
Form 10-Q
and risk factors described in
or referred to in greater detail in the Risk Factors section of
Form 10-K
for the year ended
December 31, 2008. There may be events in the future that we are unable to predict accurately, or
over which we have no control. You should read this
Form 10-Q
and the documents that we reference
herein and have been filed or incorporated by reference as exhibits completely and with the
understanding that our actual future results may be materially different from what we expect. Our
business, financial condition, results of operations, and prospects may change. We may not update
these forward-looking statements, even though our situation may change in the future, unless we
have obligations under the federal securities laws to update and disclose material developments
related to previously disclosed information. We qualify all of the information presented in this
Form 10-Q, and particularly our forward-looking statements, by these cautionary statements.
Inhibitex
®
, MSCRAMM
®
and Aurexis
®
are registered trademarks of
Inhibitex, Inc. MSCRAMM is an acronym for Microbial Surface Components Recognizing Adhesive Matrix Molecules.
The following discussion should be read in conjunction with the financial statements and the notes
thereto included in Item 1 of this Quarterly Report on
Form 10-Q
.
10
Overview
We are a biopharmaceutical company focused on the development of differentiated anti-infective
products to treat serious infections. We are currently targeting our efforts and resources on the
development of small molecule antiviral compounds, and in particular, oral therapies to treat
shingles (herpes zoster) and infections caused by hepatitis C virus, (HCV). Many currently
available antiviral therapies have various limitations, such as inadequate potency, diminishing
efficacy due to the emergence of drug-resistant viruses, toxic or adverse side effects, complex
dosing schedules, and inconvenient routes of administration. We believe that our product candidates
may have the potential to address a number of these limitations and other unmet needs in their
intended indications.
Our lead product candidate, FV-100, is an orally available nucleoside analogue prodrug being
developed for the treatment of herpes zoster, or shingles, which is caused by varicella zoster
virus. We have recently initiated a Phase II clinical trial of FV-100. Our development pipeline
also includes a series of novel nucleoside polymerase inhibitors for the treatment of HCV and a
series of HIV integrase inhibitors, which are an emerging class of anti-retroviral agents being
developed for the treatment of HIV. We have also licensed to Wyeth the rights to use certain
intellectual property from our proprietary MSCRAMM
®
protein platform for its use in the
development of staphylococcal vaccines.
We foresee completing our Phase II clinical trial of FV-100 for the treatment of shingles around
the middle of next year. We are also engaged in preclinical IND-enabling studies with respect to
our lead compound, INX-189, from our HCV nucleoside polymerase inhibitor program with the goal to
compete the requisite GLP preclinical studies to support the filing of an IND for INX-189 in the
first half of next year.
We have neither received regulatory approval for any of our product candidates, nor do we have
any commercialization capabilities; therefore, it is possible that we may never successfully
derive significant collaboration revenues or any product revenues from any of our existing or
future preclinical development programs or product candidates. We expect to incur losses for
the foreseeable future as we intend to support the development of our antiviral programs.
Recent Developments
FV-100
We recently reported that we had initiated a Phase II clinical trial of FV-100, our
anti-viral compound in clinical development for the treatment of shingles (herpes zoster). The
Phase II clinical trial is a well-controlled, double-blind randomized study comparing two different
once-a-day doses of FV-100 to an active control (valacyclovir). We plan to enroll approximately 350
patients in the trial, who will be equally randomized to one of the three treatment arms. In
addition to further evaluating its safety, the objectives of the trial include evaluating the
potential therapeutic benefit of FV-100 in reducing the severity and duration of acute
shingles-related pain; the incidence of post herpetic neuralgia (PHN); the time to lesion
healing; and the use of concomitant pain medications.
In February 2009, we reported that we had completed our Phase I clinical trials of FV-100. The
trials included both a single and multiple ascending dose study in subjects aged 18-55, as well as
a separate study conducted in subjects 65 years of age or older. We reported that in all three
trials there were no serious adverse events reported, and FV-100 appeared to be well tolerated at
all dose levels. Additionally, pharmacokinetic data demonstrated that all doses of FV-100
maintained mean plasma levels of its active form that supported the evaluation of once-a-day dosing
in Phase II. We presented data from these Phase I studies at the 22
nd
Annual
International Conference on Antiviral Research (ICAR).
HCV Nucleoside Polymerase Inhibitors
We have selected a lead compound, INX-189 from our series of
proprietary HCV nucleoside polymerase inhibitors for further evaluation in advanced preclinical
studies. We presented preclinical data from this program at the 44th Annual Meeting of the European
Association for the Study of the Liver (EASL) and at the 22
nd
ICAR conference.
11
NASDAQ Listing Transfer
In March 2009, we received written notification that NASDAQ had suspended
enforcement of its minimum bid price and market valuation requirement for all listed companies
until July 20, 2009, and that based upon NASDAQs decision, we have until October 12, 2009 to
regain compliance with NASDAQs minimum bid price requirement.
Critical Accounting Policies
Managements Discussion and Analysis of Results of Operations discusses our financial statements,
which have been prepared in accordance with U.S. generally accepted accounting principles. The
preparation of these financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.
We base our estimates and judgments on historical experience, current economic and industry
conditions and on various other factors that are believed to be reasonable under the circumstances.
This forms the basis for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from these estimates under
different assumptions or conditions. We believe the following critical accounting policies require
significant judgment and estimates:
|
|
|
Revenue Recognition
|
|
|
|
|
Accrued Expenses
|
|
|
|
|
Share-Based Compensation
|
There has been no change in these critical accounting policies used to create the underlying
accounting assumptions and estimates used in 2009.
We have adopted Financial Accounting Standards Board (FASB) SFAS No. 157,
Fair Value
Measurements and related FASB FSPs 157-1 through 157-3
, which provides enhanced guidance for
using fair value to measure assets and liabilities and expands disclosure with respect to fair
value measurements.
Results of Operations
Three Months Ended March 31, 2009 and 2008
Summary.
We reported a net loss of $4.2 million for the three months ended March 31, 2009, as
compared to a net loss of $3.4 million for the same period in 2008. Basic and diluted net loss
per share was $0.10 for the three months ended March 31, 2009, as compared to basic and diluted
net loss of $0.08 for the same period in 2008. The increase in net loss and net loss per share
in 2009 was the result of slightly higher research and development expense, lower revenues from
collaborative license and development agreements, lower net interest income and, offset in part
by a reduction in general and administrative expense in the first quarter of 2009. We expect to
incur losses for the foreseeable future as we intend to support the development of our antiviral
programs.
Revenue.
Revenue decreased to $0.3 million for the three months ended March 31, 2009 from $0.8
million for the same period in 2008. This decrease of $0.5 million, or 63%, was the result of
certain upfront license fees received by the Company in 2007 and 2008 being fully amortized to
revenue as of the end of 2008 and to a lesser extent, lower periodic research-associated support
fees received by the Company.
Research and Development Expense.
Research and development expense increased to $3.5 million during
the three months ended March 31, 2009 from $3.4 million for the same period in 2008. This increase
of $0.1 million, or 3%, was primarily the result of a $0.3 million increase in direct clinical,
preclinical and manufacturing-related expenses associated with FV-100 and our HCV program, offset
by a $0.2 million decrease in salaries, benefits, and share-based compensation. Clinical,
preclinical and manufacturing costs increased due to a $0.3 million increase in
manufacturing-related expenses for clinical material for our FV-100 Phase II trial and preclinical
material for our HCV program. Salaries, benefits and share-based compensation expenses decreased
due to a decrease in other personnel expenses and share-based compensation.
12
The following table summarizes the components of our research and development expense for the three
months ended March 31, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In millions)
|
|
Clinical, preclinical and manufacturing-related expenses
|
|
$
|
1.5
|
|
|
$
|
1.2
|
|
Salaries, benefits and share-based compensation expense
|
|
|
0.9
|
|
|
|
1.1
|
|
License fees, patent-related legal fees and other expenses
|
|
|
0.6
|
|
|
|
0.6
|
|
Depreciation and facility related expenses
|
|
|
0.5
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
Total research and development expense
|
|
$
|
3.5
|
|
|
$
|
3.4
|
|
|
|
|
|
|
|
|
General and Administrative Expense.
General and administrative expense decreased to $1.1 million
for the three months ended March 31, 2009 from $1.3 million for the same period in 2008. This
decrease of $0.2 million was primarily related to a decrease in salaries, benefits and share-based
compensation. Salaries, benefits and share-based compensation expense decreased due to a decrease
in other personnel expenses and share-based compensation.
The following table summarizes the components of our general and administrative expense for the
three months ended March 31, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In millions)
|
|
Professional and legal fees
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
Salaries, benefits and share-based compensation expense
|
|
|
0.5
|
|
|
|
0.7
|
|
Other expenses
|
|
|
0.3
|
|
|
|
0.3
|
|
|
|
|
|
|
|
|
Total general and administrative expense
|
|
$
|
1.1
|
|
|
$
|
1.3
|
|
|
|
|
|
|
|
|
Interest Income, net
.
Interest income net decreased to $0.1 million for the three months ended
March 31, 2009 from $0.5 million for the same period in 2008. This decrease was the result of lower
interest rates on investments and lower cash balances as compared to the same period in 2008.
Liquidity and Capital Resources
Since our inception in May 1994 through March 31, 2009, we have funded our operations primarily
with $214.4 million in gross proceeds raised from a series of five private equity financings, our
IPO in June 2004, and two private placements of public equity (PIPE) financings.
For the three months ended March 31, 2009, cash, cash equivalents and short-term investments
decreased by $3.9 million, from $33.1 million to $29.2 million. This decrease was primarily the
result of net cash used for operating activities and the repayment of capital lease obligations and
notes payable, offset in part by net interest income.
Net cash used in operating activities was $3.7 million for the three months ended March 31, 2009,
reflecting our net loss for the period of $4.2 million, offset in part by a net increase in
operating liabilities of $0.1 million and non-cash charges of $0.4 million. Our net loss resulted
largely from the cost of funding our clinical trials, preclinical studies, other research and
development activities, and general and administrative expenses, offset in part by the amortization
of deferred revenue from our license and collaboration agreements and net interest income. The net
increase in operating liabilities reflected a $0.4 million increase in accounts payable and accrued
liabilities, offset by $0.3 million decrease in deferred revenue.
Net cash provided from investing activities during the three months ended March 31, 2009 was $0.9
million, which represented net proceeds from our short-term investments.
Net cash used in financing activities during the three months ended March 31, 2009 was $0.2
million, which primarily represented scheduled capital leases and notes payable payments.
At March 31, 2009, our cash, cash equivalents, and short-term investments totaled $29.2 million and
our investments had a planned average maturity less than 12 months. Our cash, cash equivalents and
short-term investments are generally held in a variety of interest-bearing instruments, generally
consisting of United States government agency securities, commercial paper, certificates of deposit
and money market accounts.
13
Our future funding requirements are difficult to determine and will depend on a number of factors,
including:
|
|
any changes in our strategy in the future;
|
|
|
|
our development plans for our product candidates;
|
|
|
|
the variability, timing and costs associated with conducting clinical trials, the rate of enrollment in
such clinical trials and the results of these clinical trials;
|
|
|
|
the terms and timing of any collaborative, licensing and other arrangements that we may establish;
|
|
|
|
the variability, timing and costs associated with conducting preclinical studies;
|
|
|
|
the cost of manufacturing preclinical study and clinical trial materials for our product candidates;
|
|
|
|
the cost to obtain and the timing of regulatory approvals required to advance the development of our
product candidates;
|
|
|
|
the number of product candidates we may advance into clinical development;
|
|
|
|
future payments we may receive or make under existing or future license or collaboration agreements if any;
|
|
|
|
the cost to maintain a corporate infrastructure to support being a publicly-traded company; and
|
|
|
|
the cost of filing, prosecuting, and enforcing patent and other intellectual property claims.
|
Based on our current strategy and operating plan, and considering the potential costs associated
with advancing the development of our existing pipeline on our planned timelines, we believe that
our existing cash, cash equivalents and short-term investments of $29.2 million as of March 31,
2009, including future proceeds from our existing licensing agreement and collaboration, will
enable us to operate for a period of at least 15 months from March 31, 2009. Our estimate assumes
that we complete the FV-100 Phase II around the middle of next year and file an IND for our lead
HCV nucleoside polymerase clinical candidate in the first half of next year. This estimate does not
include any costs for the further development of the MSCRAMM platform, including Aurexis, or our
HIV integrase inhibitor program, or any other significant transaction or change in our strategy or
development plans.
We currently do not have any commitments for future funding, nor do we anticipate that we will
generate significant revenue from the sale of any products in the foreseeable future. Therefore, in
order to meet our anticipated liquidity needs beyond 15 months, or possibly sooner in the event we
enter into other transactions or change our strategy or development plans, we may need to secure
additional capital. Such capital could come through the sale of additional common stock or other
equity securities, as well as through proceeds from licensing agreements, strategic collaborations,
forms of debt financing, or any other financing vehicle. Funds from these sources may not be
available to us on acceptable terms, if at all, and our failure to raise such funds could have a
material adverse impact on our future business strategy, plans, financial condition and results of
operations. If adequate funds are not available to us in the future, we may be required to delay,
reduce the scope of, or eliminate one or more of our research and development programs or delay or
curtail our preclinical studies and clinical trials. If additional capital is not available to us,
we may need to obtain funds through license agreements, collaborative or partner arrangements
pursuant to which we will likely relinquish rights to certain product candidates that we might
otherwise choose to develop or commercialize independently, or be forced to enter into such
arrangements earlier than we would prefer, which would likely result in less favorable transaction
terms. Additional equity financings may be dilutive to holders of our common stock, and debt
financing, if available, may involve significant payment obligations and restrictive covenants that
restrict how we operate our business. Further, failure to obtain adequate capital on a timely basis
may result in our independent registered public accountant issuing a going concern qualification in
the future.
14
ITEM 4T. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the reports that we file or submit pursuant to the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules and forms and that such information is
accumulated and communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, who is currently the same individual, to allow timely decisions regarding
required disclosure. Our management, under the supervision of the Chief Executive Officer and Chief
Financial Officer, carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures as of the end of the period covered by this report. Based on
the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were effective. It should
be noted that any system of controls, however well designed and operated, can provide only
reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the
design of any control system is based in part upon certain assumptions about the likelihood of
future events. Because of these and other inherent limitations of control systems, there can be no
assurance that any design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended
March 31, 2009 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
15
PART II
OTHER INFORMATION
ITEM 1A. RISK FACTORS
You should carefully consider the following discussion of risks, together with the other
information contained in this
Form 10-Q
. The occurrence of any of the following risks could
materially harm our business, our ability to continue to operate our business, our financial
condition, or our ability to raise additional capital in the future or ever become profitable. In
that event, the market price of our common stock could decline and you could lose part or all of
your investment. The Risk Factors included in the Companys Annual Report on
Form 10-K
for the year
ended December 31, 2008 have not materially changed, except as set forth below.
Risks Relating to our Development of our Product Candidates
All of our product candidates are in the early stages of development and remain subject to numerous
clinical trials, preclinical studies and regulatory approval and the risk inherent in these
activities. If we are unable to successfully develop our product candidates, our business will be
materially harmed.
The failure to successfully develop one or more of our product candidates may have a material
adverse effect on us, and possibly cause us to cease operations. To date, we have not commercially
marketed, distributed or sold any product candidates. The success of our business depends primarily
upon our ability to develop our product candidates through early-stages of development and
ultimately commercialize our product candidates successfully. We recently initiated a Phase II
trial for FV-100 and anticipate completing the trial around the middle of next year. Further,
subject to completion of the requisite GLP preclinical studies, we plan to file an IND for a lead
HCV nucleoside polymerase clinical candidate in the first half of next year.
Our product candidates must satisfy rigorous regulatory standards of safety and efficacy before
they can be approved for sale. To satisfy these standards, we must engage in expensive and lengthy
preclinical studies and clinical testing and obtain regulatory approval of our product candidates.
Despite our efforts, our product candidates may not:
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offer therapeutic or other benefits over existing, comparable drugs;
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be proven safe and effective in clinical trials;
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have the desired effects or may include undesirable or unexpected effects;
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meet applicable regulatory standards;
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be capable of being produced in commercial quantities at acceptable costs; or
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be successfully commercialized by us or by collaborators.
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Even if we achieve success in preclinical studies and early-stage clinical trials, there can be no
assurance that later- stage clinical trials will be successful. A number of companies in the
pharmaceutical and biotechnology industries have experienced significant setbacks and failure in
all stages of development, including late stage clinical trials, even after achieving promising
results in preclinical testing or early-stage clinical trials. Accordingly, results from completed
preclinical studies and early-stage clinical trials may not be predictive of the results we may
obtain in later-stage trials.
Our product candidates will require significant additional research and development efforts, and
the commitment of substantial financial resources, and regulatory approvals prior to advancing into
further clinical development or being commercialized by us or collaborators. We cannot be certain
that any of our product candidates will successfully progress through the drug development process
or will result in clinically or commercially viable products. We do not expect any of our product
candidates to be commercialized by us or collaborators for at least several years. If we are unable
to successfully develop our product candidates, our business will be materially harmed.
16
In order to develop our product candidates and support our operations beyond the next 15 months, we
expect that we will need to raise additional capital. Such capital may not be available to us on
acceptable terms, if at all, which could materially harm our business and business prospects, and
your investment could suffer a decline in value.
We anticipate that our existing cash and cash equivalents and short-term investments as of March
31, 2009, together with proceeds we expect to receive from existing license and collaboration
agreement will enable us to operate for a period of at least 15 months from March 31, 2009. We have
no other committed sources of additional capital at this time. Given the current conditions in the
capital market markets, we cannot assure you that funds will be available to us in the future on
acceptable terms, if at all. If adequate funds are not available to us at all or, on terms that we
find acceptable we may be required to delay, reduce the scope of, or eliminate research and
development efforts or clinical trials on any or all of our product candidates. We may also be
forced to curtail, restructure, sell, merge, or liquidate our operations, or obtain funds by
entering into arrangements with licensees, collaborators or partners on unattractive terms, or sell
or relinquish rights to certain technologies, product candidates or our intellectual property that
we would not otherwise sell or relinquish in order to continue operations or the development of our
product candidates. Further, failure to obtain adequate capital on a timely basis may result in our
independent registered public accountant issuing a going concern qualification in the future.
The timing and extent of our future financing needs will depend on many factors, some of which are
very difficult to predict and others that are beyond our control, including:
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our ability to successfully advance the development of our product candidates and programs;
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the time and cost to complete the requisite preclinical studies, clinical trials and
receive regulatory approval to advance our product candidates through the requisite phases
of clinical development;
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the amount of future payments, if any, received or made under existing or future license,
collaboration or similar arrangements; and
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the costs associated with protecting or expanding our patent and other intellectual property rights;
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We currently do not meet the standards for continued listing on The NASDAQ Capital Market, and we
cannot provide any assurance that we will meet these standards in the future. If we are delisted
from this exchange, the value of your investment may substantially decrease.
On October 22, 2008, December 23, 2008 and again on March 24, 2009, we received notification from
NASDAQ that it had suspended for a three month period, the enforcement of the rules requiring a
minimum $1.00 closing bid price or a minimum market value of publicly held shares. NASDAQ stated
that it would not take any action to delist any security for these concerns during the suspension
period. NASDAQ has stated that, given the current extraordinary market conditions, this suspension
will remain in effect through July 20, 2009. As a result of this suspension, we now have until
October 10, 2009 to regain compliance with the minimum bid price rule. As a result of the
suspension, if, at any time before October10, 2009, the bid price of our common stock closes at
$1.00 per share or more for a minimum of 10 consecutive business days, NASDAQ will provide written
notification that we have achieved compliance with the minimum bid price rule.
If we do not regain compliance with the minimum bid price rule by October 10, 2009, NASDAQ will
provide written notification that our securities will be delisted. At that time, we may appeal
NASDAQs determination to delist its securities to a Listing Qualifications Panel. Any delisting
from the NASDAQ Capital Market may adversely affect the trading price of our common stock,
significantly limit the liquidity of our common stock and impair our ability to raise additional
funds.
17
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Under our amended and restated 2004 Stock Incentive Plan (the 2004 Plan), employees may elect to
withhold shares of common stock to satisfy minimum statutory tax-withholding requirements arising
from stock awards granted under the 2004 Plan. Pursuant to U.S. GAAP, withheld shares of common
stock are deemed a purchase of common stock by the Company on the date of withholding. During the
quarter ended March 31, 2009, the Company withheld shares of common stock to satisfy these minimum
tax withholding obligations as follows:
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Maximum Number
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Total Number
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(or Approximate
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Of Shares
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Dollar Value) of
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Total
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Purchased as
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Shares That May
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Number of
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Average
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Part of Publicly
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Yet Be Purchased
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Shares
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Price Paid
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Announced Plans
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under the Plans
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Purchased
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per Share
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or Programs
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Or Programs
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January 1 through January 31
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10,710
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$
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0.30
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N/A
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N/A
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February 1 through February 28
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N/A
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N/A
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March 1 through March 31
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N/A
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N/A
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Total
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10,710
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$
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0.30
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N/A
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18
ITEM 6. EXHIBITS
The following is a list of exhibits filed as part of this Report:
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Exhibit No.
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Description
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31.1
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Section 302 Certification of the Chief Executive Officer and Chief Financial Officer
Required by Rule
13a-14(a)
or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Section 906 Certifications of the Chief Executive Officer and the Chief Financial Officer
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19
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 thereunto duly authorized.
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Date: May 13, 2009
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INHIBITEX, INC
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/s/ Russell H. Plumb
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Russell H. Plumb
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President, Chief Executive Officer,
Chief Financial Officer and Chief Accounting Officer
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20
EXHIBIT INDEX
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Exhibit No.
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Description
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31.1
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Section 302 Certification of the Chief Executive Officer and Chief Financial Officer as
Required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Section 906 Certifications of the Chief Executive Officer and the Chief Financial Officer
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21
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