S-1/A 1 v28530a4sv1za.htm AMENDMENT TO FORM S-1 sv1za
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As filed with the Securities and Exchange Commission on July 19, 2007
Registration No. 333-142646
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
AMENDMENT NO. 4
TO
FORM S-1
 
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
 
 
 
 
ImaRx Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
         
Delaware   2834   86-0974730
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)
 
1635 East 18th Street
Tucson, AZ 85719
(520) 770-1259
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)
 
 
 
 
Bradford A. Zakes
1635 East 18th Street
Tucson, AZ 85719
(520) 770-1259
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
 
 
 
 
Copies to:
     
John M. Steel, Esq.   Jody R. Samuels, Esq.
Mark F. Hoffman, Esq.
  Benjamin M. Alexander, Esq.
Heidi M. Drivdahl, Esq.
  Richardson & Patel LLP
DLA Piper US LLP
  405 Lexington Avenue, 26th Floor
701 Fifth Avenue, Suite 7000
  New York, NY 10174
Seattle, WA 98104-7044
  (212) 907-6686
(206) 839-4800
   
 
Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. o                
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o                
 
CALCULATION OF REGISTRATION FEE
 
                         
            Proposed Maximum
           
Title of Each Class of
    Number of Shares
    Offering Price
    Proposed Maximum
    Amount of
Securities to be Registered     to be Registered     per Share     Aggregate Offering Price(1)     Registration Fee(3)
Common Stock, par value $0.0001 per share
    3,450,000(2)     $5.00     $17,250,000     $529.58
                         
(1)  Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.
(2)  Represents 3,450,000 shares of the registrant’s common stock being offered pursuant to the registrant’s initial public offering, including 450,000 shares subject to the underwriters’ over-allotment option.
(3)  A registration fee of $8,025 has been paid previously by ImaRx Therapeutics, Inc. on May 19, 2006 in connection with Registration No. 333-134311. Pursuant to Rule 457(p), such previous filing fee offsets the filing fee due herewith.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 


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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
SUBJECT TO COMPLETION, DATED July 19, 2007
 
PRELIMINARY PROSPECTUS
 
(IMARX LOGO)
 
3,000,000 Shares
 
Common Stock
 
$      per share
 
 
We are selling 3,000,000 shares of our common stock. This is the initial public offering of our common stock and no public market currently exists for our common stock. We currently expect the initial public offering price to be $5.00 per share. We have applied to have our common stock approved for listing on The NASDAQ Capital Market under the symbol “IMRX.”
 
Investing in our common stock involves a high degree of risk. Please read the “Risk Factors” beginning on page 9.
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
                 
    Per Share   Total
 
Public offering price
  $           $        
Underwriting discounts
  $           $        
Proceeds to us (before offering-related expenses)
  $           $        
 
 
We expect total costs and expenses of this offering to be approximately $1.6 million, which will include a non-accountable expense allowance of 2.0% of the gross proceeds of this offering, or $300,000, payable to the representative of the underwriters. We have granted the underwriters a 45-day option to purchase up to 450,000 shares of common stock on the same terms and conditions as set forth above, solely to cover over-allotments, if any. Upon completion of this offering we will issue warrants to purchase up to 175,000 shares of our common stock at an exercise price equal to 115% of the initial public offering price per share to the representative of the underwriters, or representative’s warrants, as additional compensation for its services in connection with this offering.
 
The underwriters are offering the common stock on a firm commitment basis and expect to deliver the shares to purchasers on or about          , 2007.
 
Maxim Group LLC I-Bankers Securities, Inc.
          Sole Bookrunner
 
The date of this prospectus is          , 2007


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  F-1
 EXHIBIT 23.1
 
 
You should rely only on the information contained in this prospectus or any filed issuer free writing prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information different from that contained in this prospectus or any filed issuer free writing prospectus. We are offering to sell, and are seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or any filed issuer free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of the common stock.


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Summary
 
You should read the entire prospectus carefully before deciding to invest in shares of our common stock.
 
ImaRx Therapeutics, Inc.
 
Overview
 
We are a biopharmaceutical company developing and commercializing therapies for vascular disorders. Our research and development efforts are focused on therapies for stroke and other vascular disorders, using our proprietary microbubble technology to treat vascular occlusions, or blood vessel blockages, as well as the resulting ischemia, which is tissue damage caused by a reduced supply of oxygen. Our commercialization efforts are currently focused on our product approved by the U.S. Food and Drug Administration, or FDA, for the treatment of acute massive pulmonary embolism, or blood clots in the lungs.
 
Over eight million people in the U.S. are afflicted each year with complications related to blood clots. Approximately 700,000 adults in the U.S., or one every 45 seconds, are afflicted with, and 150,000 die as a result of, some form of stroke each year. Stroke is currently the third leading cause of death, and the leading cause of disability, in the United States. Approximately three million Americans are currently disabled from stroke. The American Stroke Association estimates that approximately $62.7 billion will be spent in the U.S. in 2007 for stroke-related medical costs and disability.
 
The vast majority of strokes, approximately 87% according to the American Stroke Association, are ischemic strokes, meaning that they are caused by blood clots, while the remainder are the more deadly hemorrhagic strokes caused by bleeding in the brain. Currently available treatment options for ischemic stroke are subject to significant therapeutic limitations. For example, the most widely used treatment for ischemic stroke is a clot-dissolving, or thrombolytic, drug that can be administered only during a narrow time window and poses a risk of bleeding, resulting in 6% or less of ischemic stroke patients receiving such treatment. To facilitate increased administration of stroke therapies, in 2005 the Centers for Medicare and Medicaid Services, or CMS, responded to requests by the American Stroke Association and related groups for higher reimbursement amounts for ischemic stroke patients treated with a thrombolytic drug by approximately doubling the amount of reimbursement provided for such treatment to $11,578 per patient.
 
In addition to the brain and the lungs, blood clots can block blood flow and cause damage to other tissues in the body such as the heart, in the case of coronary arterial disease, and the legs and other extremities, in the case of peripheral vascular disease. We believe our development and research stage products may address significant unmet medical needs not only for stroke but also for clot-induced damage in tissues other than the brain.
 
Our Commercial and Development Stage Products
 
The following table summarizes the status of our commercial product and development stage product candidates:
 
             
Product or Candidate
 
Product Elements
 
Indication
 
Development Status
 
SonoLysistm+tPA therapy
  • MRX-801 microbubbles
• Ultrasound
• tPA
  Ischemic stroke   Phase I/II clinical trial in progress
 
 
SonoLysis therapy
 
• MRX-801 microbubbles
  Ischemic stroke   Preclinical
    • Ultrasound        
 
 
Abbokinase®
 
• Urokinase
  Acute massive pulmonary embolism   Approved for marketing


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SonoLysis Program.  Our SonoLysis program is focused on the development of two product candidates that involve the administration of our proprietary MRX-801 microbubbles and ultrasound, with or without a thrombolytic drug, to break up blood clots and restore blood flow to oxygen deprived tissues. Our MRX-801 microbubbles are a proprietary formulation of a lipid shell encapsulating an inert biocompatible gas. We believe the sub-micron size of our MRX-801 microbubbles allows them to penetrate a blood clot, so that when ultrasound is applied their expansion and contraction, or cavitation, can break the clot into very small particles. We believe that these product candidates have the potential to treat a broad variety of vascular disorders associated with blood clots.
 
Our initial therapeutic focus for our SonoLysis program is ischemic stroke. The only FDA approved drug for the treatment of ischemic stroke is the thrombolytic drug alteplase, or tPA. The FDA has restricted tPA’s use to patients who are able to begin treatment within three hours of onset of ischemic stroke symptoms and who do not have certain risk factors for bleeding, such as recent surgery or taking medications that prevent clotting. According to Datamonitor, approximately 23% of ischemic stroke patients arrive at a hospital within three hours of onset of symptoms. However, due to the three-hour window for treatment and other limitations, only 1.6% to 2.7% of patients with ischemic stroke in community hospitals, and only 4.1% to 6.3% in academic hospitals or specialized stroke centers are treated with a thrombolytic therapy. Our two SonoLysis product candidates being developed as potential treatments for ischemic stroke are further described below:
 
  •  SonoLysis+tPA therapy involves the administration of our proprietary MRX-801 microbubbles and ultrasound in conjunction with tPA. We believe that this therapeutic approach incorporates two complementary mechanisms of action, mechanical and enzymatic, that together can reduce the time required to dissolve a blood clot and help ensure more rapid and complete restoration of blood flow to at risk brain tissues in patients with ischemic stroke. We are conducting a Phase I/II dose-escalation clinical trial evaluating SonoLysis+tPA therapy in patients with ischemic stroke. We initiated this trial in January 2007, and intend to enroll a total of 72 patients in various medical centers in the United States and Europe. We anticipate enrollment for this trial will be completed in the first half of 2008 and intend to initiate a Phase II study following completion of the ongoing Phase I/II study. We estimate that if approved by the FDA, over 90,000 ischemic stroke patients in the U.S. could be eligible for SonoLysis+tPA therapy annually.
 
  •  SonoLysis therapy involves administration of our MRX-801 microbubbles with ultrasound, but without the administration of a thrombolytic drug. Because SonoLysis therapy does not involve use of a thrombolytic drug and its associated risk of bleeding, we believe SonoLysis therapy may offer advantages over existing treatments for ischemic stroke, including extending the treatment window beyond three hours from onset of symptoms and broadening treatment availability to patients for whom thrombolytic drugs are contraindicated due to risk of bleeding. We have not yet conducted any clinical trials using our proprietary MRX-801 microbubbles with ultrasound to treat blood clot indications without a thrombolytic drug. We are conducting and intend to conduct additional preclinical studies of SonoLysis therapy through the first half of 2008. We expect to initiate a Phase II study to treat patients with ischemic stroke following completion of our SonoLysis+tPA therapy Phase I/II clinical trial. Because of the preclinical data package as well as our ongoing Phase I/II clinical trial evaluating SonoLysis+tPA therapy in patients with ischemic stroke, we believe no Phase I study will be required prior to initiating the Phase II study for SonoLysis therapy. We estimate that if approved by the FDA, over 200,000 ischemic stroke patients in the U.S. could be eligible for SonoLysis therapy annually.
 
Abbokinase.  Our commercially available urokinase product, which we market as Abbokinase, is a thrombolytic drug. Urokinase is a natural human protein primarily produced in the kidneys that stimulates the body’s natural clot-dissolving processes. Abbokinase is FDA approved and marketed for the treatment of acute massive pulmonary embolism. Abbokinase has been administered to over four million patients, and we estimate that approximately 400 acute care hospitals in the U.S. include Abbokinase on their pharmacy formulary today. We acquired Abbokinase, including approximately a four-year supply of inventory, from Abbott Laboratories in April 2006, and began selling Abbokinase in October 2006. We believe Abbokinase sales will provide us with near-term revenue and an opportunity to form relationships with vascular physicians and acute care institutions that regularly administer blood clot therapies. Of the Abbokinase vials that we


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expect hospitals to purchase, approximately 64% as of March 31, 2007 will no longer be saleable after October 2007 based on their current expiration dates. All of these vials are currently unlabeled and therefore eligible for expiration date extension. In order to facilitate obtaining an extension of current expiration dates, we intend to continue the stability testing program started by Abbott Laboratories, which has been ongoing for over four years. Based on the testing to date, which has shown that the product changes very little from year to year, we believe it is probable that the stability data will support extension of the inventory expiration dates. In connection with our Abbokinase acquisition, we issued a $15.0 million non-recourse promissory note that matures in December 2007. If we are unable to satisfy this debt obligation when due, Abbott Laboratories will have the right to reclaim our remaining inventory of Abbokinase, along with a portion of the cash we have received from our sales of Abbokinase. In April 2007 we sold approximately $9.0 million of Abbokinase, net of discounts and fees, to two of our primary wholesalers, of which, approximately $4.1 million has been placed into an escrow account as security for repayment of our $15.0 million non-recourse promissory note due in December 2007. If the escrowed amount were to be applied to the outstanding balance of principal and accrued interest on that note, the remaining balance due under the note would be approximately $11.9 million as of May 31, 2007.
 
Our Research Stage Product Candidates
 
The following table summarizes the status of our research stage product candidates:
 
             
            Research
Product Candidate
 
Product Elements
 
Indication(s)
  Status
 
SonoLysis therapy
 
• MRX-801 microbubbles

• Ultrasound
  Ischemic stroke in pre-
 hospital setting
  Preclinical
             
SonoLysis+tPA therapy
 
• MRX-801 microbubbles

• Ultrasound

• tPA
 
Myocardial infarction

Peripheral arterial
 occlusive disease

Deep vein thrombosis
 
Preclinical

Preclinical

Preclinical
NanO2tm
 
• MRX-804
emulsion/microbubbles
 
Hemorrhagic shock

Neuroprotection for
 ischemic stroke
 
Preclinical

Research
Targeted SonoLysis therapy
 
• MRX-802 targeted
microbubbles
  Myocardial infarction and
 other vascular clots
  Research
Targeted drug delivery
 
• MRX-803 targeted drug
delivery microbubbles
  Angiogenic tumors   Research
 
Additional SonoLysis Opportunities.  We believe SonoLysis therapy may be suitable for administration for ischemic stroke in an ambulance before arriving at a hospital because it does not involve use of a thrombolytic drug and its associated risk of bleeding. To pursue an ambulance-based ischemic stroke treatment, we would be required to show either that hemorrhage can be ruled out in an ambulance setting, or that SonoLysis therapy has no detrimental effect on a hemorrhagic stroke. Additionally, we believe that the ability of our SonoLysis+tPA therapy to reduce the time required to dissolve a blood clot could make this therapy suitable for use in treating a broad variety of vascular disorders beyond ischemic stroke. For example, we believe SonoLysis+tPA therapy could potentially enable more rapid treatment of recently formed acute clots, such as those that cause myocardial infarction, or heart attack. We also believe SonoLysis+tPA therapy has the potential to treat more established sub-acute and chronic clots, such as those in peripheral vascular indications that cannot be effectively treated with thrombolytic therapy alone.
 
Other Research Stage Opportunities.  We are exploring a number of potential future product development opportunities based on our microbubble technology, including:
 
  •  Oxygen Delivery.  We are investigating the potential use of our proprietary MRX-804 emulsion/microbubbles, which we call NanO2, to carry oxygen to parts of the body as a potential treatment for a broad variety of disorders in which reduced blood flow results in oxygen-deprived tissues, such as


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  ischemic stroke, heart attack, and injuries that involve significant blood loss, or hemorrhagic shock. We are working with an academic collaborator who has recently received an approximately $700,000 grant from the U.S. Department of Defense to conduct preclinical animal studies of MRX-804 microbubbles to treat hemorrhagic shock. We believe our NanO2 product candidate may have the ability to be stored at room temperature, which could make it suitable for emergency battlefield or ambulance-based treatments.
 
  •  Targeted SonoLysis Therapy.  Our research team has developed MRX-802, our next generation SonoLysis microbubbles with targeting technology that causes the microbubbles to bind to blood clots. We believe that our MRX-802 targeted microbubbles will have a greater ability to break-up blood clots than non-targeted microbubbles when combined with ultrasound. To further the research on our next generation SonoLysis technology, we have received and are near the mid-point of our work on an approximately $1.2 million grant from the National Institutes of Health, or NIH, to study MRX-802 targeted microbubbles to treat vascular clots.
 
  •  Targeted Drug Delivery.  We have also developed targeted drug delivery microbubbles, known as MRX-803, which have the potential for selective drug delivery when used in conjunction with ultrasound. We have received an approximately $1.0 million subcontract and have reached the mid-point of our research on an NIH grant to study the use of our proprietary MRX-803 targeted drug delivery microbubbles to treat a variety of tumors. We believe this technology has the potential for broad applications, including delivering drugs to dissolve blood clots or arterial plaque as well as to treat a variety of types of cancer.
 
Our Business Strategy
 
Our goal is to become the leading provider of therapies for stroke and other vascular disorders by developing and marketing products to treat occlusions as well as the resulting ischemia. The key elements of our business strategy are to:
 
  •  develop and commercialize our SonoLysis product candidates to expand the number of ischemic stroke patients who are eligible for treatment;
 
  •  sell our Abbokinase inventory and benefit from our commercial relationships;
 
  •  leverage our SonoLysis product candidates to accelerate initiation of treatment for ischemic stroke in an ambulance setting and address additional clot disorders in cardiology and peripheral vascular disease; and
 
  •  create a deep pipeline of products based on our microbubble technologies to address additional indications.
 
Risks Related to Our Business and Business Strategy
 
Our business is subject to numerous risks that could prevent us from successfully implementing our business strategy. These risks are highlighted in the section entitled “Risk Factors” immediately following this prospectus summary, and include the following:
 
  •  we have a history of operating losses, including an accumulated deficit of approximately $65.5 million and an overall stockholders’ deficit of approximately $32.7 million at March 31, 2007, and expect to continue to incur substantial losses for the foreseeable future;
 
  •  we will need substantial additional capital to fund our operations;
 
  •  we may never complete clinical development of our product candidates or have more than one product approved for marketing, and even if approved, our product candidates may never achieve market acceptance;
 
  •  failure to comply with various government regulations in connection with the development, manufacture and commercialization of our product candidates, and post-approval manufacturing and


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  marketing of our products, could result in significant interruptions or delays in our development and commercialization activities;
 
  •  we may not be able to sell our inventory of Abbokinase at such times, in such quantities, and at such prices as we anticipate, or at all;
 
  •  if we are unable to meet testing specifications for extension of the expiration dates currently applicable to about 64% of our vials of Abbokinase that we expect hospitals to purchase, we will not be allowed to continue selling these vials after October 2007;
 
  •  if we fail to satisfy our December 2007 debt obligation to Abbott Laboratories, Abbott Laboratories could reclaim our remaining inventory of Abbokinase, along with the portion of the cash we have received from our sales of Abbokinase that is in an escrow account; and
 
  •  we compete against companies that have longer operating histories, more established products and greater resources than we do.
 
In addition, our independent registered public accounting firm has expressed doubt as of May 4, 2007 about our ability to continue as a going concern.
 
Our Corporate Information
 
We were organized as an Arizona limited liability company on October 7, 1999, which was our date of inception for accounting purposes. We were subsequently converted to an Arizona corporation on January 12, 2000, and then reincorporated as a Delaware corporation on June 23, 2000. Our principal executive offices are located at 1635 E. 18th St., Tucson, Arizona 85719, and our telephone number at that location is (520) 770-1259. Our corporate website address is www.imarx.com. The information contained in or that can be accessed through our corporate website is not part of this prospectus. Unless the context indicates otherwise, as used in this prospectus, the terms “ImaRx,” “we,” “us” and “our” refer to ImaRx Therapeutics, Inc., a Delaware corporation.
 
We have rights to use Abbokinase®, which is a U.S. registered trademark owned by Abbott Laboratories. We use SonoLysistm, NanO2tm and the ImaRx Therapeutics logo as trademarks in the U.S. and other countries. All other trademarks and trade names mentioned in this prospectus are the property of their respective owners.


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The Offering
 
Common stock offered 3,000,000 shares
 
Common stock to be outstanding after this offering 10,007,868 shares
 
Estimated initial public offering price $5.00 per share
 
Use of proceeds To continue the development of our product candidates, including clinical trials, to fund our commercialization efforts, to fund our research and preclinical development activities, and for working capital and other general corporate purposes including a possible partial repayment of debt. See “Use of Proceeds.”
 
Proposed NASDAQ Capital Market symbol Currently no market for our common stock exists. We have applied to have our common stock listed on The NASDAQ Capital Market under the symbol “IMRX”.
 
The number of shares to be outstanding immediately after this offering as shown above is based on 7,007,868 shares outstanding as of May 31, 2007 and excludes:
 
  •  550,959 shares of common stock issuable upon the exercise of options outstanding having a weighted average exercise price of $18.43 per share, and 64,264 shares of common stock reserved for future grants, under our 2000 Stock Plan;
 
  •  233,321 shares of common stock issuable upon the exercise of options to be granted under our 2000 Stock Plan upon completion of this offering, having an exercise price equal to the public offering price per share in this offering;
 
  •  38,500 shares of common stock to be issued pursuant to restricted stock grants under our 2000 Stock Plan upon completion of this offering;
 
  •  352,324 shares of common stock issuable upon the exercise of warrants outstanding, having a weighted average exercise price of $15.79 per share;
 
  •  175,000 shares of common stock issuable upon the exercise of the representative’s warrant and 496,589 shares of common stock issuable upon the exercise of other warrants to be granted upon completion of this offering, having an exercise price equal to 115% of the public offering price per share in this offering; and
 
  •  850,000 shares of common stock reserved for future issuance under our 2007 Performance Incentive Plan, which will become effective immediately upon the signing of the underwriting agreement for this offering.
 
Except as otherwise indicated, all information in this prospectus assumes:
 
  •  the conversion of all our outstanding shares of preferred stock into 4,401,129 shares of common stock upon the closing of this offering, assuming a 1-to-1.176 conversion ratio of our Series F preferred stock. See “Conversion of Series F Preferred Stock”;
 
  •  a one-for-three reverse stock split of our common stock that was effected on May 4, 2007;
 
  •  the filing of our amended and restated certificate of incorporation upon completion of this offering; and
 
  •  no exercise of the underwriters’ over-allotment option.


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Summary Consolidated Financial Data
 
The following tables summarize certain of our consolidated financial data. We derived the consolidated statements of operations data for the years ended December 31, 2004, 2005 and 2006 from our consolidated audited financial statements included elsewhere in this prospectus. We derived the consolidated statements of operations data for the three months ended March 31, 2006 and 2007, as well as the balance sheet data at March 31, 2007 from our unaudited financial statements included elsewhere in this prospectus. You should read this data together with our financial statements and related notes included elsewhere in this prospectus and the information under “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (Dollar amounts in thousands, except for per share data.)
 
                                         
    Years Ended December 31,     Three Months Ended March 31,  
    2004     2005     2006     2006     2007  
                      (Unaudited)  
 
Consolidated Statements of Operations Data:
                                       
Product sales, grant and other revenue
  $ 575     $ 619     $ 1,327     $ 177     $ 1,208  
Costs and expenses:
                                       
Cost of product sales
                204             461  
Research and development
    2,490       3,579       8,396       1,723       1,500  
General and administrative
    3,183       4,142       7,371       1,618       1,098  
Depreciation and amortization
    186       194       1,049       60       363  
Acquired in-process research and development
          24,000                    
                                         
Total cost and expenses
    5,859       31,915       17,020       3,401       3,422  
Interest and other income, net
    29       122       381       104       41  
Interest expense
    (469 )     (587 )     (1,515 )     (225 )     (225 )
Gain on extinguishment of debt
          3,835       16,128              
                                         
Net loss
    (5,724 )     (27,926 )     (699 )     (3,345 )     (2,398 )
Accretion of dividends on preferred stock
    (301 )     (601 )     (1,167 )