UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DCD.C. 20549
   
FORM 10-Q
   
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20182019
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission file number: 1-36282
   
LA JOLLA PHARMACEUTICAL COMPANY
(Exact name of registrant as specified in its charter)
   
California 33-0361285
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
4550 Towne Centre Court, San Diego, CA 92121
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 207-4264
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.0001 per shareLJPCThe Nasdaq Capital Market
   
Indicate by check mark whether the registrant: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 x 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 x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated fileroAccelerated filerx
Non-accelerated fileroSmaller reporting companyox
  Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)13(a) of the SecuritiesExchange Act.o

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

As of April 23, 2018, La Jolla Pharmaceutical Company had 26,154,43925, 2019, there were 27,098,778 shares of common stock outstanding.
 



LA JOLLA PHARMACEUTICAL COMPANY
FORM 10-Q
QUARTERLY REPORT

TABLE OF CONTENTS

 
  
 
  
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
  





PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

LA JOLLA PHARMACEUTICAL COMPANY
Condensed Consolidated Balance Sheets
(in thousands, except share and par value amounts)

March 31,
2018
 December 31,
2017
March 31,
2019
 December 31,
2018
(Unaudited)  (Unaudited)  
ASSETS      
Current assets:      
Cash and cash equivalents$154,408
 $90,915
$140,017
 $172,604
Inventory820
 
Accounts receivable, net1,999
 1,381
Inventory, net1,977
 2,020
Prepaid expenses and other current assets6,326
 3,147
5,139
 5,111
Total current assets161,554
 94,062
149,132
 181,116
Property and equipment, net24,438
 24,568
21,306
 22,267
Right-of-use lease asset16,482
 
Restricted cash909
 909
909
 909
Total assets$186,901
 $119,539
$187,829
 $204,292
      
LIABILITIES AND SHAREHOLDERS’ EQUITY      
Current liabilities:      
Accounts payable$7,321
 $11,484
$3,041
 $8,572
Accrued clinical and other expenses4,280
 703
Accrued expenses9,572
 8,485
Accrued payroll and related expenses3,044
 4,995
2,036
 7,509
Deferred rent, current portion1,370
 1,370

 1,370
Lease liability, current portion2,587
 
Total current liabilities16,015
 18,552
17,236
 25,936
Deferred rent, less current portion13,473
 12,785

 13,609
Lease liability, less current portion28,572
 
Deferred royalty obligation, net124,336
 124,323
Other noncurrent liabilities6,384
 4,503
Total liabilities29,488
 31,337
176,528
 168,371
Shareholders’ equity:      
Common Stock, $0.0001 par value; 100,000,000 shares authorized,
26,154,439 and 22,167,529 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
3
 2
Series C-12 Convertible Preferred Stock, $0.0001 par value; 11,000 shares authorized,
3,906 shares issued and outstanding at March 31, 2018 and December 31, 2017, and liquidation preference of $3,906 at March 31, 2018 and December 31, 2017
3,906
 3,906
Series F Convertible Preferred Stock, $0.0001 par value; 10,000 shares authorized,
2,737 shares issued and outstanding at March 31, 2018 and December 31, 2017, and liquidation preference of $2,737 at March 31, 2018 and December 31, 2017
2,737
 2,737
Common Stock, $0.0001 par value; 100,000,000 shares authorized,
27,093,026 and 26,259,254 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
3
 3
Series C-12 Convertible Preferred Stock, $0.0001 par value; 11,000 shares authorized,
3,906 shares issued and outstanding at March 31, 2019 and December 31, 2018; and liquidation preference of $3,906 at March 31, 2019 and December 31, 2018
3,906
 3,906
Series F Convertible Preferred Stock, $0.0001 par value; 10,000 shares authorized,
0 and 2,737 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively; and liquidation preference of $0 and $2,737 at March 31, 2019 and December 31, 2018, respectively

 2,737
Additional paid-in capital922,809
 803,071
959,900
 950,258
Accumulated deficit(772,042) (721,514)(952,508) (920,983)
Total shareholders’ equity157,413
 88,202
11,301
 35,921
Total liabilities and shareholders’ equity$186,901
 $119,539
$187,829
 $204,292

See accompanying notes to the condensed consolidated financial statements.



LA JOLLA PHARMACEUTICAL COMPANY
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)

Three Months Ended 
 March 31,
Three Months Ended 
 March 31,
2018 20172019 2018
Revenue      
Net product sales$809
 $
$4,395
 $809
Total revenue809
 
4,395
 809
Operating expenses      
Cost of product sales58
 
500
 58
Research and development28,429
 17,765
21,244
 28,429
Selling, general and administrative23,016
 5,503
12,320
 23,016
Total operating expenses51,503
 23,268
34,064
 51,503
Loss from operations(50,694) (23,268)(29,669) (50,694)
Other income, net166
 28
Other (expense) income   
Interest expense(2,729) 
Interest income713
 166
Total other (expense) income, net(2,016) 166
Net loss$(50,528) $(23,240)$(31,685) $(50,528)
Net loss per share, basic and diluted$(2.22) $(1.26)$(1.17) $(2.22)
Weighted-average common shares outstanding, basic and diluted22,742
 18,410
27,035
 22,742

See accompanying notes to the condensed consolidated financial statements.



LA JOLLA PHARMACEUTICAL COMPANY
Unaudited Condensed Consolidated Statements of Cash FlowsShareholders Equity
(in thousands)

 
Three Months Ended
March 31,
 2018 2017
Operating activities   
Net loss$(50,528) $(23,240)
Adjustments to reconcile net loss to net cash used for operating activities:   
Share-based compensation expense9,402
 4,983
Depreciation expense992
 281
Loss on disposal of equipment132
 
Changes in operating assets and liabilities:   
Inventory(820) 
Prepaid expenses and other current assets(3,179) (182)
Other assets
 199
Accounts payable(4,163) (2,479)
Accrued clinical and other expenses3,577
 (439)
Accrued payroll and related expenses(1,951) (1,167)
Deferred rent688
 
Net cash used for operating activities(45,850) (22,044)
    
Investing activities   
Purchase of property and equipment(994) (750)
Net cash used for investing activities(994) (750)
    
Financing activities   
Net proceeds from the issuance of common stock109,809
 117,480
Proceeds from the exercise of stock options for common stock528
 2,074
Net cash provided by financing activities110,337
 119,554
    
Net increase in cash, cash equivalents and restricted cash63,493
 96,760
Cash, cash equivalents and restricted cash at beginning of period91,824
 65,926
Cash, cash equivalents and restricted cash at end of period$155,317
 $162,686
    
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalent$154,408
 $162,382
Restricted cash, current portion
 304
Restricted cash, less current portion909
 
Total cash, cash equivalent and restricted cash$155,317
 $162,686
  
Series C-12
Convertible
Preferred Stock
 
Series F
Convertible
Preferred Stock
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Deficit
 
Total
Shareholders’
Equity
  Shares Amount Shares Amount Shares Amount   
Balance at December 31, 2018 4
 $3,906
 3
 $2,737
 26,259
 $3
 $950,258
 $(920,983) $35,921
Share-based compensation expense 
 
 
 
 
 
 6,782
 
 6,782
Issuance of common stock under ESPP 
 
 
 
 52
 
 283
 
 283
Issuance of common stock for conversion of Series F Preferred Stock 
 
 (3) (2,737) 782
 
 2,737
 
 
Cumulative-effect adjustment from adoption of ASU 2018-07 
 
 
 
 
 
 (160) 160
 
Net loss 
 
 
 
 
 
 
 (31,685) (31,685)
Balance at March 31, 2019 4
 $3,906



$

27,093

$3

$959,900

$(952,508)
$11,301

  
Series C-12
Convertible
Preferred Stock
 
Series F
Convertible
Preferred Stock
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Deficit
 
Total
Shareholders’
Equity
  Shares Amount Shares Amount Shares Amount   
Balance at December 31, 2017 4
 $3,906
 3
 $2,737
 22,167
 $2
 $803,071
 $(721,514) $88,202
Issuance of common stock for March 2018 financing 
 
 
 
 3,910
 1
 109,808
 
 109,809
Share-based compensation expense 
 
 
 
 
 
 9,402
 
 9,402
Exercise of stock options and warrants for common stock 
 
 
 
 77
 
 528
 
 528
Net loss 
 
 
 
 
 
 
 (50,528) (50,528)
Balance at March 31, 2018 4

$3,906

3

$2,737

26,154

$3

$922,809

$(772,042)
$157,413

See accompanying notes to the condensed consolidated financial statements.





LA JOLLA PHARMACEUTICAL COMPANY
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
 Three Months Ended  
March 31,
 2019 2018
Operating activities   
Net loss$(31,685) $(50,528)
Adjustments to reconcile net loss to net cash used for operating activities:   
Share-based compensation expense6,711
 9,402
Depreciation expense1,130
 992
Loss on disposal of equipment15
 132
Accretion of right-of-use lease asset(302) 
Non-cash interest expense2,310
 
Changes in operating assets and liabilities:   
Accounts receivable, net(618) 
Inventory, net43
 (820)
Prepaid expenses and other current assets(28) (3,179)
Accounts payable(5,531) (4,163)
Accrued expenses742
 3,577
Accrued payroll and related expenses(5,473) (1,951)
Deferred rent
 688
Net cash used for operating activities(32,686) (45,850)
Investing activities   
Purchase of property and equipment(184) (994)
Net cash used for investing activities(184) (994)
Financing activities   
Proceeds from the issuance of common stock under ESPP283
 
Net proceeds from the issuance of common stock
 109,809
Net proceeds from the exercise of stock options for common stock
 528
Net cash provided by financing activities283
 110,337
Net (decrease) increase in cash, cash equivalents and restricted cash(32,587) 63,493
Cash, cash equivalents and restricted cash at beginning of period173,513
 91,824
Cash, cash equivalents and restricted cash at end of period$140,926
 $155,317
Supplemental disclosure of non-cash investing and financing activities:   
Conversion of Series F Convertible Preferred Stock into common stock$2,737
 $
Cumulative-effect adjustment from adoption of ASU 2018-07$(160) $
Initial recognition of right-of-use lease asset$16,798
 $
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents$140,017
 $154,408
Restricted cash909
 909
Total cash, cash equivalents and restricted cash$140,926
 $155,317
See accompanying notes to the condensed consolidated financial statements.



LA JOLLA PHARMACEUTICAL COMPANY

Notes to Condensed Consolidated Financial Statements
(Unaudited)

March 31, 2018

1. Business

La Jolla Pharmaceutical Company (collectively with its wholly-owned subsidiaries, the Company) is a biopharmaceutical company focused on the discovery, development and commercialization of innovative therapies intended to significantly improve outcomes in patients suffering from life-threatening diseases. GIAPREZATM (angiotensin II), formerly known as LJPC-501, was approved by the U.S. Food and Drug Administration (FDA) on December 21, 2017 as a vasoconstrictor indicated to increase blood pressure in adults with septic or other distributive shock. LJPC-0118 is La Jolla’s investigational product for the treatment of severe malaria. LJPC-401 (synthetic human hepcidin), a clinical-stage investigational product, is being developed for the potential treatment of conditions characterized by iron overload, such as hereditary hemochromatosis, beta thalassemia, sickle cell disease, myelodysplastic syndrome and myelodysplastic syndrome.polycythemia vera.

As of March 31, 2018,2019, the Company had $154.4$140.0 million in cash and cash equivalents, compared to $90.9$172.6 million in cash and cash equivalents as of December 31, 2017. On a pro-forma basis, adjusting for the net proceeds from the May 2018 royalty financing (see Note 5), the Company’s cash and cash equivalents as of March 31, 2018 were $279 million.2018. Based on the Company’s current operating plans and projections, management believesthe Company expects that availableits cash and cash equivalents areas of March 31, 2019 will be sufficient to fund operations for at least one year from the date this Quarterly Report on Form 10-Q is filed with the U.S. Securities and Exchange Commission (SEC). The Company was incorporated in 1989 as a Delaware corporation and reincorporated in California in 2012.SEC.

2. Basis of Presentation and Summary of Significant Accounting Policies

During the three months ended March 31, 2018, there have been no changes to the Company’s significant accounting policies as described in the Annual Report on Form 10-K for the year ended December 31, 2017, except as described below.

Basis of Presentation and Use of Estimates

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of the SECU.S. Securities and Exchange Commission (SEC) Regulation S-X. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 20172018 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017,2018, filed with the SEC on February 22, 2018.March 4, 2019 (the Form 10-K). The accompanying unaudited condensed consolidated financial statements include the accounts of La Jolla Pharmaceutical Company and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. The unaudited condensed consolidated financial statements contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the condensed consolidated balance sheet as of the Company at March 31, 2018,2019, the condensed consolidated statementstatements of operations for the three months ended March 31, 20182019, the condensed consolidated statement of shareholder’s equity for the three months ended March 31, 2019 and the condensed consolidated statement of cash flows for the three months ended March 31, 2018. Estimates were made relating2019.

The preparation of the Company’s unaudited condensed consolidated financial statements requires management to useful lives of inventory, fixed assets, returnmake estimates and valuation allowances, impairmentassumptions that impact the reported amounts of assets, share-based compensation expenseliabilities, revenue and accruals for clinical studiesexpenses and researchthe disclosure of contingent assets and development expense.liabilities in the Company’s unaudited condensed consolidated financial statements and the accompanying notes. Actual results couldmay differ materially from thosethese estimates. Certain amounts previously reported in the financial statements have been reclassified to conform to the current year presentation. Such reclassifications did not affect net loss, shareholders’ equity or cash flows. The results of operations for the three months ended March 31, 20182019 are not necessarily indicative of the results to be expected for the full year or any future interim periods. The accompanying condensed consolidated balance sheet atas of December 31, 20172018 has been derived from the audited consolidated balance sheet atas of December 31, 20172018 contained in the above referenced Annual Report on Form 10-K.

InventorySummary of Significant Accounting Policies

Inventory is stated atDuring the lowerthree months ended March 31, 2019, there have been no changes to the Company’s significant accounting policies as described in the Form 10-K, except as described below.

Leases

At lease commencement, the Company records a lease liability based on the present value of cost or estimated net realizable value, on a first-in, first-out (FIFO) basis.lease payments over the expected lease term. The Company periodically analyzes its inventory levels and writes down inventory as costcalculates the present value of product sales when: inventory has become obsolete; inventory has a cost basislease payments using the discount rate implicit in excess of its estimated net realizable value; or inventory quantities are in excess of expected sales.the lease,



Revenue Recognition

unless that rate cannot be readily determined. In that case, the Company uses its incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis an amount equal to the lease payments over the expected lease term. The Company adoptedrecords a corresponding right-of-use lease asset based on the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606 - Revenue from Contracts with Customers (ASC 606) atlease liability, adjusted for any lease incentives received and any initial direct costs paid to the time of its first commercial shipment of GIAPREZA in the first quarter of 2018. The Company had no revenue from product saleslessor prior to the first quarter of 2018.lease commencement date.

Under ASC 606,After lease commencement, the Company recognizes revenue when distributors (our customers) obtain controlmeasures its leases as follows: (i) the lease liability based on the present value of the Company’s product, which typically occursremaining lease payments using the discount rate determined at lease commencement; and (ii) the right-of-use lease asset based on delivery. Revenuethe remeasured lease liability, adjusted for any unamortized lease incentives received, any unamortized initial direct costs and the cumulative difference between rent expense and amounts paid under the lease agreement. Any lease incentives received and any initial direct costs are amortized on a straight-line basis over the expected lease term. Rent expense is recognized in an amount that reflectsrecorded on a straight-line basis over the consideration that the Company expects to receive in exchange for those goods. To determine revenue recognition for contracts with customers within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.expected lease term.

Revenue from product sales is recorded at the transaction price, netConcentration of estimates for variable consideration consisting of chargebacks, discounts, returns and other allowances offered to our customers. Variable consideration is estimated using the most-likely amount method, which is the single-most likely outcome under a contract and is typically at the stated contractual rate. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results vary materially from the Company’s estimates, the Company will adjust these estimates, which will affect revenue from product sales and earnings in the period such estimates are adjusted.Credit Risk

Chargebacks. Chargebacks are discountsFinancial instruments that potentially subject the Company provides to distributors in the event that the sales prices to end users are below the distributors’ price they acquire the product from the Company. The accrual for distributor chargebacks is estimated based on known chargeback rates. Estimates for chargebacks are recorded as a reductionconcentrations of revenue and accounts receivable upon delivery to the Company’s customers.

Discounts.credit risk consist of cash. The Company offers customers various formsmaintains its cash in checking and money market savings accounts at federally insured financial institutions in excess of incentives and consideration, including prompt pay discounts, service fees and other contract fees. The Company estimates discounts and fees primarily based on contractual terms. These discounts and fees are recorded as a reduction of revenue and accounts receivable upon delivery to the Company’s customers.

Returns. The Company offers customers a limited right of return, generally for damaged or expired product. To date, there have been no product returns. The Company estimates returns based on an analysis of comparable companies. The estimates for returns are recorded as a reduction of revenue and accounts receivable upon delivery to the Company’s customers.federally insured limits.

The Company will continueCompany’s products are distributed in the U.S. through distributors and select wholesalers (collectively, customers) that resell its products to assesshospitals, the end users. The following table includes the percentage of net product sales and accounts receivable balances for the Company’s three major customers, each of which comprised 10% or more of its estimates of variable consideration as it accumulates additional historical data and will adjust these estimates accordingly.net product sales:
 Net Product Sales Accounts Receivable
 
Three Months Ended
March 31, 2019
 As of March 31, 2019
Customer A34% 29%
Customer B32% 33%
Customer C30% 29%
Total96% 91%

Net Loss per Share

Basic net loss per share is calculated based onby dividing net loss by the weighted-average number of common shares outstanding excluding unvested restricted stock awards.during the period, without consideration of potential common shares. Diluted net loss per share is calculated based onby dividing net loss by the weighted-average number of common shares outstanding plus potential common stock equivalents.shares. Convertible preferred stock, stock options warrants and unvested restricted stock awardswarrants are considered potential common stock equivalentsshares and are included in the calculation of diluted net loss per share using the treasury stock method when their effect is dilutive. Common stock equivalentsPotential common shares are excluded from the calculation of diluted net loss per share when their effect is anti-dilutive. As of March 31, 20182019 and 2017,2018, there were 14.114.3 million shares and 11.414.1 million shares, respectively, of potential common stock equivalents,shares, which were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive.

Recent Accounting Pronouncements

Recently AdoptedIn June 2018, the Financial Accounting Pronouncements

In May 2017, the FASBStandards Board (FASB) issued Accounting Standard Update (ASU) 2017-09, Compensation -ASU 2018-07, Stock Compensation (Topic 718), Scope of Modification Accounting.: Improvements to Nonemployee Share-based Payment Accounting (ASU 2018-07). The standard clarifies whenexpands the scope of Accounting Standards Codification (ASC) Topic 718 to account for a change in the terms or conditions of ainclude share-based payment award as a modification. The standardawards granted to nonemployees in exchange for goods and services. ASU 2018-07 is effective for annual periods, includingand interim periods within those annualreporting periods beginning after December 15, 2017. 2018.

In the first quarter 2019, the Company adopted ASU 2018-07. Prior to the adoption of ASU 2018-07, share-based payments awards granted to nonemployees were measured at fair value on their grant date, subject to periodic remeasurement, and share-based compensation expense was recognized on a straight-line basis over their vesting terms. After the adoption of ASU 2018-07, the fair value of share-based payment awards granted to nonemployees is not required to be remeasured periodically and share-based compensation expense will continue to be recorded on a straight-line basis over their vesting period, consistent with share-based payment awards granted to employees. As a result of the adoption of ASU 2018-07, the Company remeasured all of its outstanding nonemployee share-based payment awards at fair value and recognized a cumulative-effect adjustment of $0.2 million to accumulated deficit as of January 1, 2019.



In February 2016, FASB issued ASU No. 2016-02. This guidance requires lessees to recognize operating leases with a term greater than one year on the balance sheet as a right-of-use asset and corresponding lease liability. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. Although ASU 2016-02 is required to be adopted at the earliest period presented using a modified retrospective approach, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), which allows for an alternative transition method of adoption by recognizing a cumulative-effect adjustment, if any, to the opening balance of retained earnings in the period of adoption.

The Company adopted ASU 2016-02 on January 1, 2019 utilizing the standard inalternative transition method allowed for under ASU 2018-11. As a result, the first quarterCompany recorded lease liabilities and right-of-use lease assets of 2018. Adoption$31.8 million and $16.8 million, respectively, on its balance sheet as of January 1, 2019. The lease liabilities represent the present value of the standardremaining lease payments of the Company’s corporate headquarters lease (see Note 5), discounted using the Company’s incremental borrowing rate as of January 1, 2019. The corresponding right-of-use lease assets are recorded based on the lease liabilities, adjusted for the unamortized lease incentives received and the cumulative difference between rent expense and amounts paid under the its corporate headquarters lease. The adoption of ASU 2016-02 did not have a material impact on the Company’s financial position or results of operations.



In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The standard clarifies the presentation of restricted cash and cash equivalents and requires companies to include restricted cash and cash equivalents in the beginning and ending balances of cash and cash equivalents oneither the statement of cash flows. The standard also requires additional disclosures to describe the amount and detail of the restriction by balance sheet line item. The standard is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. The Company adopted the standard in the first quarter of 2018. Accordingly, restricted cash is included as a component of cash, cash equivalents and restricted cash in the unaudited condensed consolidatedoperations or statement of cash flows for all periods presented, and we have disclosed the amount and detail of the restriction by balance sheet line item.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Since its initial release, the FASB has issued several amendments to the standard, which include clarification of accounting guidance related to identification of performance obligations and principal versus agent considerations. The Company adopted the standard in the first quarter of 2018. Refer to the revenue recognition disclosure above.

Not Yet Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The standard requires lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets and eliminates certain real estate-specific provisions. ASU 2016-02 will be effective for the Company in the first quarter of 2019 and will be adopted with modified retrospective application for the Company’s 10-year lease agreement for its corporate headquarters, which commenced October 30, 2017. This lease will be recognized on the balance sheet as a lease liability with a corresponding right-of-use asset, which will require modified retrospective application back to the fourth quarter of 2017 and for all of 2018. All of the Company’s other leases will havethree months ended by the first quarter of 2019 and, therefore, will not require modified retrospective disclosures applied within the consolidated financial statements upon adoption of the standard.March 31, 2019.

3. Cash, Cash Equivalents and Balance Sheet Account Details

Restricted Cash

Restricted cash as of March 31, 2019 and December 31, 2018 represents a standby letter of credit for the Company’s building lease in lieu of a security deposit during the term of such lease. There is a requirement to maintain $0.9 million of cash collateral cashin an account pledged as security for such letter of credit. Restricted cash as

Inventory, Net

Inventory, net consisted of the following (in thousands):
  March 31,
2019
 December 31,
2018
Work-in-process $1,839
 $1,907
Finished goods 138
 113
Total inventory, net $1,977
 $2,020

As of March 31, 2017 represents collateral cash pledged2019 and December 31, 2018, total inventory is recorded net of $0.8 million of inventory reserves.

Accrued Expenses

Accrued expenses consisted of the following (in thousands):
  March 31,
2019
 December 31,
2018
Accrued clinical study costs $3,371
 $2,430
Accrued interest expense 2,676
 2,260
Accrued manufacturing costs 1,775
 1,823
Accrued other 1,750
 1,972
Total accrued expenses $9,572
 $8,485

4. Company-wide Realignment

On October 18, 2018, the Company effected a Company-wide realignment to increase its efficiency and focus on achieving its corporate goals. For the year ended December 31, 2018, total expense for these activities was $4.0 million, with $1.6 million included in research and development expense and $2.4 million included in selling, general and administrative expense. Total expense was comprised of $7.7 million for severance costs, offset by a $3.7 million reversal of non-cash, stock-based compensation expense related to forfeited, unvested equity awards. As of March 31, 2019, all severance costs had been paid. No expense for these activities was recorded for the Company’s credit card arrangementsthree months ended March 31, 2019.

5. Leases

On December 29, 2016, the Company entered into an agreement with BMR-Axiom LP to lease office and laboratory space as its corporate headquarters located at 4550 Towne Centre Court, San Diego, California (Lease) for a period of $0.2 million and10 years commencing on October 30, 2017. The Company has an option to extend the Lease for an additional 5 years at the end of the initial term.

The Company provided a standby letter of credit for the Company’s prior lease$0.9 million in lieu of a security deposit during the termdeposit. This amount will decrease to $0.6 million after year two of the lease term and decrease to $0.3 million after year 5 of $0.1 million.the lease term. As of March 31, 2019, $0.9 million was pledged as collateral for such letter of credit and recorded as restricted cash. The annual rent under the Lease is subject to escalation during the term. In addition to rent, the Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises. The Lease contains customary default provisions, representations, warranties and covenants. The Lease is classified as an operating lease.

Future minimum lease payments under the Lease as of March 31, 2019, are as follows (in thousands):
2019 $2,963
2020 4,058
2021 4,174
2022 4,294
2023 4,417
Thereafter 18,134
Total future minimum lease payments 38,040
Less: discount (6,881)
Total lease liability $31,159

The Company recorded a lease liability and ROU lease asset for the Lease based on the present value of lease payments over the expected lease term, discounted using the Company’s incremental borrowing rate. The option to extend the Lease was not recognized as a part of the Company’s lease liability or ROU lease asset. The Company recorded $0.7 million of lease expense for each of the three months ended March 31, 2019 and 2018. Amortization for the right-of-use lease asset was $0.3 million for the three months ended March 31, 2019.

4. Shareholders’ Equity6. Deferred Royalty Obligation

2017 Common Stock OfferingOn May 10, 2018, the Company closed a $125.0 million royalty financing agreement (the Royalty Agreement) with HealthCare Royalty Partners (HCR). Under the terms of the Royalty Agreement, the Company received $125.0 million in exchange for tiered royalty payments on worldwide net product sales of GIAPREZA. HCR is entitled to receive quarterly royalties on worldwide net product sales of GIAPREZA beginning April 1, 2018. Quarterly payments to HCR under the Royalty Agreement start at a maximum royalty rate, with step-downs based on the achievement of annual net product sales thresholds. Through December 31, 2021, the royalty rate will be a maximum of 10%. Starting January 1, 2022, the maximum royalty rate may increase by 4% if an agreed-upon, cumulative sales threshold has not been met, and, starting January 1, 2024, the maximum royalty rate may increase by an additional 4% if a different agreed-upon, cumulative sales threshold has not been met. The Royalty Agreement is subject to maximum aggregate royalty payments to HCR of 180% of the $125.0 million received by the Company, at which time the payment obligations under the Royalty Agreement would expire. The Royalty Agreement was entered into by the Company’s wholly-owned subsidiary, La Jolla Pharma, LLC, and HCR has no recourse under the Royalty Agreement against La Jolla Pharmaceutical Company or any assets other than GIAPREZA.

On receipt of the $125.0 million payment from HCR, the Company recorded a deferred royalty obligation of $125.0 million, net of issuance costs of $0.7 million. For the three months ended March 31, 2019, the Company recognized interest expense, including amortization of the obligation discount, of $2.7 million. The carrying value of the deferred royalty obligation as of March 31, 2019 was $124.3 million, net of unamortized obligation discount of $0.7 million, and was classified as noncurrent. The related accrued interest liability was $9.1 million and $6.8 million as of March 31, 2019 and December 31, 2018, respectively, of which $6.4 million and $4.5 million was classified as noncurrent as of March 31, 2019 and December 31, 2018, respectively. During the three months ended March 31, 2019, the Company made royalty payments to HCR of $0.4 million, and, as of March 31, 2019, the Company recorded royalty obligations payable of $0.4 million in accrued expenses.


In March 2017,the event of certain material breaches of the Royalty Agreement, HCR would have the right to terminate the Royalty Agreement and demand payment of an amount equal to either $125.0 million, minus aggregate royalties paid to HCR, or $225.0 million, minus aggregate royalties paid to HCR, depending on the type of breach. The Company concluded that certain of these contract provisions that could result in an acceleration of amounts due under the Royalty Agreement are embedded derivatives that require bifurcation from the deferred royalty obligation and fair value recognition. The Company determined the fair value of each derivative by assessing the probability of each event occurring, as well as the potential repayment amounts and timing of such repayments that would result under various scenarios. As a result of this assessment, the Company offered and sold 3,731,344 sharesdetermined that the fair value of common stockthe embedded derivatives is immaterial as of March 31, 2019. Each reporting period, the Company estimates the fair value of the embedded derivatives until the features lapse and/or the termination of the Royalty Agreement. Any change in an underwritten public offering atthe fair value of the embedded derivatives will be recorded as either a pricegain or loss on the consolidated statements of $33.50 per share for gross proceeds of approximately $125.0 million. The Company received proceeds of approximately $117.5 million, net of approximately $7.5 million in underwriting commissions, discounts and other issuance costs.operations.

7. Shareholders’ Equity

2018 Common Stock Offering

In March 2018, the Company offered and sold 3,910,000 shares of common stock in an underwritten public offering at a price of $29.50 per share for gross proceeds of approximately $115.3 million. The Company received proceeds of approximately $109.8 million, net of approximately $5.5 million in underwriting commissions, discounts and other issuance costs.


Preferred Stock Option Activity

The Company’sIn January 2019, the Company issued 782,031 shares of common stock option activity under its option plans forupon the three months ended March 31, 2018 was comprisedconversion of the following:
 
Shares
Underlying
Stock Options
 
Weighted-
average
Exercise Price
per Share
Outstanding at December 31, 20176,037,302
 $24.19
Granted701,900
 $30.02
Exercised(33,854) $15.62
Forfeited(84,178) $24.77
Outstanding at March 31, 20186,621,170
 $24.84

2,737 shares of Series F Convertible Preferred Stock. As of March 31, 2018,2019, there were 1,258,010no shares of Series F Convertible Preferred Stock issued and outstanding.

Warrants

In March 2018, the Company issued 43,056 shares of common stock in a cashless exercise of 83,013 warrants to a third-party warrant holder. As of March 31, 2019, the Company had outstanding warrants to purchase 10,000 shares of common stock.

8. Equity Incentive Plans

2013 Equity Incentive Plan

A total of 8,100,000 shares of common stock have been reserved for future issuance under the La Jolla Pharmaceutical Company 2013 Equity Incentive Plan. As of March 31, 2019, 356,873 shares of common stock remained available for future grants under its option plans, and the Company has reserved an additional 6,621,1702013 Equity Plan.

2018 Employee Stock Purchase Plan

A total of 750,000 shares of common stock have been reserved for future issuance upon exerciseunder the La Jolla Pharmaceutical Company 2018 Employee Stock Purchase Plan (ESPP). As of all outstanding stock options granted under its option plans.

During the three months ended March 31, 2018, stock options to purchase 33,8542019, 665,960 shares of common stock were exercised withremained available for future grants under the ESPP.


Equity Awards

The activity related to equity awards, which are comprised of stock options and an intrinsicinducement grant (described below), is summarized as follows:
 
Shares
Underlying
Stock Options
 
Weighted-
average
Exercise Price
per Share
Outstanding at December 31, 20186,466,214
 $23.26
Granted(1)
1,764,041
 $6.06
Forfeited(700,464) $22.08
Outstanding at March 31, 20197,529,791
 $19.34

(1) In March 2019, the Company issued a stock option grant to the Company’s recently appointed Chief Commercial Officer to purchase 80,000 shares of common stock at an exercise price equal to the fair market value of $0.5 million.the Company’s common stock on the grant date. The grant was awarded as an inducement grant outside of the 2013 Equity Plan. On the first anniversary of the grant date, 25% of the underlying shares become exercisable with the remaining shares vesting on a monthly basis over the subsequent three years subject to continued service during that time.

Share-based Compensation Expense

Total share-based compensation expense related to all share-based awards for the three months ended March 31, 2018 and 2017 was comprised of the following (in thousands):
 Three Months Ended 
 March 31,
 2018 2017
Research and development:   
   Stock options$5,386
 $2,453
   Warrants10
 17
Research and development share-based compensation expense5,396
 2,470
Selling, general and administrative:   
   Stock options4,006
 1,955
   Restricted stock
 409
   Warrants
 149
Selling, general and administrative share-based compensation expense4,006
 2,513
Total share-based compensation expense$9,402
 $4,983
 Three Months Ended 
 March 31,
 2019 2018
Research and development$3,899
 $5,396
Selling, general and administrative2,812
 4,006
Total share-based compensation expense$6,711
 $9,402

As of March 31, 2018, $103.72019, $60.5 million of total unrecognized share-based compensation expense related to unvested stock options remains and is expected to be recognized over a weighted-average period of 3.22.7 years.
Warrants

As of March 31, 2018, the Company had outstanding warrants to purchase 10,000 shares of common stock. During the three months ended March 31, 2018, the Company issued 43,056 shares of common stock in a cashless exercise of 83,013 warrants to a third-party warrant holder.

5. Subsequent Events

On May 10, 2018, the Company closed a $125 million royalty financing agreement with HealthCare Royalty Partners (HCR). Under the terms of the agreement, the Company will receive $125 million in exchange for tiered royalty payments on worldwide net sales of GIAPREZA. Payments under the agreement start annually at a maximum royalty rate, with step-downs based on the achievement of annual net sales thresholds. Through December 31, 2021, the royalty rate will be a maximum of

10%. Starting January 1, 2022, the maximum royalty rate may increase by 4% if an agreed-upon, cumulative sales threshold has not been met, and, starting January 1, 2024, the maximum royalty rate may increase by an additional 4% if a different agreed-upon cumulative sales threshold has not been met. The agreement is subject to maximum aggregate royalty payments to HCR of 180% of the $125 million to be received by the Company, at which time the payment obligations under the agreement would expire. The agreement was entered into by the Company’s wholly owned subsidiary, La Jolla Pharma, LLC, and HCR has no recourse under the agreement against the Company or any assets other than GIAPREZA.





ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this report, all references to “we,” “our,” “us,” “La Jolla” and “the Company” refer to La Jolla Pharmaceutical Company, a California corporation, and itsour subsidiaries, including La Jolla Pharma, LLC, on a consolidated basis.

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed financial statements and accompanying notes included in this Quarterly Report on Form 10-Q and our audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the U.S. Securities and Exchange Commission (SEC) on March 4, 2019 (Form 10-K).

Forward-looking Statements

The forward-looking statements in this report involve significant risks, assumptions and uncertainties and a number of factors, both foreseen and unforeseen, which could cause actual results to differ materially from our current expectations. Forward-looking statements include those that express a plan, belief, expectation, estimation, anticipation, intent, contingency, future development or similar expression. Accordingly, you should not rely on forward-looking statements as predictions of future events. Forward-looking statements include, but are not limited to, statements regarding risks relating to: our ability to successfully commercialize, market and achieve market acceptance of GIAPREZATM (angiotensin II) and otherour product candidates; our ability to meet the demand for GIAPREZA in a timely manner; potential market sizes for our products and product candidates, including the market for the treatment of septic or distributive shock; the cost of producing GIAPREZA; unforeseen safety issues from the administration of GIAPREZA and our other product candidates in patients; the timing and prospects for approval of GIAPREZA by the European Medicines Agency (EMA) or other regulatory authorities; risks relating to the scope of product label(s) and potential market sizes, as well as the broader commercial opportunity for GIAPREZA and our other product candidates; the impact of pharmaceutical industry regulation and healthcare legislation in the United States; the success of


future development activities; the timing for commencement of preclinical studies and clinical trials; the anticipated timing for regulatory actions; the successful and timely completion of clinical studies; potential indications for which the Company’s product candidates may be developed; the timing, costs, conduct and outcome of clinical studies; the anticipated treatment of future clinical data by the FDA,U.S. Food and Drug Administration (FDA), EMA and other regulatory authorities, including whether such data will be sufficient for approval; and the expected duration over which the Company’s cash balances will fund our operations. The outcomes of the events described in these forward-looking statements are subject to the risks, uncertainties and other factors described in thisthe “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in theOperations” and “Risk Factors” sectionsections contained in our Annual Report on Form 10-K, for the year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (SEC) on February 22, 2018, and in other reports and registration statements that we file with the SEC. We expressly disclaim any intent to update forward-looking statements.

Introduction

Management’s discussion and analysis of financial condition and results of operations is provided as a supplement to the accompanying unaudited condensed consolidated financial statements and notes, which are included in Item 1 of this Quarterly Report on Form 10-Q, to help provide an understanding of our financial condition, the changes in our financial condition and our results of operations. Our discussion is organized as follows:
Business Overview. This section provides a general description of our business and significant events and transactions that we believe are important in understanding our financial condition and results of operations.
Program Overview. This section provides a current statusan overview for each of our product candidates in development.GIAPREZA, LJPC-0118 and LJPC-401.
Critical Accounting Policies and Estimates. This section provides a description of the material changes to our significant accounting policies, including the critical accounting policies and estimates, which are summarized in Note 2 to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Results of Operations. This section provides an analysis of our results of operations presented in the accompanying unaudited condensed consolidated statements of operations by comparing the results for the three months ended March 31, 20182019 to the results for the three months ended March 31, 2017.2018.
Liquidity and Capital Resources. This section provides an analysis of our historical cash flows, as well as our future capital requirements.

Business Overview

La Jolla Pharmaceutical Company is a biopharmaceutical company focused on the discovery, development and commercialization of innovative therapies intended to significantly improve outcomes in patients suffering from life-threatening diseases. GIAPREZATM (angiotensin II), formerly known as LJPC-501, was approved by the U.S. Food and Drug Administration (FDA) on December 21, 2017 as a vasoconstrictor indicated to increase blood pressure in adults with septic or other distributive shock. LJPC-0118 is La Jolla’s investigational product for the treatment of severe malaria. LJPC-401 (synthetic human hepcidin), a clinical-stage investigational product, is being developed for the


potential treatment of conditions characterized by iron overload, such as hereditary hemochromatosis, beta thalassemia, sickle cell disease, myelodysplastic syndrome and myelodysplastic syndrome.polycythemia vera.

Program Overview

GIAPREZATM (angiotensin II)

GIAPREZATM (angiotensin II), injection for intravenous infusion, was approved by the FDA on December 21, 2017 as a vasoconstrictor indicated to increase blood pressure in adults with septic or other distributive shock. In March 2018, we announced the commercial availability of GIAPREZA. Angiotensin II is a major bioactive component of the renin-angiotensin-aldosterone system (RAAS). The RAAS is one of three central regulators of blood pressure. In March 2018, we announced the commercial availability of GIAPREZA. GIAPREZA is available in 1 mL single-dose vials, each containing 2.5 mg of angiotensin II (as a sterile liquid) through authorized specialty distributors and select wholesalers.

ThereMore than 1 million Americans are affected by shock on an annual basis, with 1 in 3 patients being treated for shock in the intensive care unit. Distributive shock is the most common type of shock in the inpatient setting with approximately 800,000 distributive shock cases in the U.S. each year. Of these cases, an estimated 90% are septic shock patients. Approximately 300,000 patients do not achieve adequate blood pressure response with initialstandard-of-care vasopressor therapy (catecholamines and require additional therapy for low blood pressure. The Center for Disease Control estimates that approximately 250,000 people in the U.S. die each year from septic shock.vasopressin). The inability to achieve or maintain adequate blood pressure results in inadequate blood flow to the body’s organs and tissue and is associated with a mortality rate exceeding most acute conditions requiring hospitalization.


hospitalization. In March 2015, we initiatedthe European Union (EU), the annual incidence of sepsis in adults is estimated to be more than 500,000, with more than 170,000 progressing to septic shock.

The GIAPREZA clinical development program included a Phase 3 study of GIAPREZA in adult patients with septic or other distributive shock who remainremained hypotensive despite fluid and vasopressor therapy, known as the ATHOS-3 (Angiotensin(Angiotensin II for the TreatmentTreatment of High-Output Shock)High-Output Shock) Phase 3 study. In ATHOS-3, patients were randomized in a 1:1 fashion to receive either: (i) GIAPREZA plus standard-of-care vasopressors; or (ii) placebo plus standard-of-care vasopressors. Randomized patients received their assigned treatment via continuous IV infusion for up to 7 days. The primary efficacy endpoint was the percentage of patients with a MAP ≥ 75 mmHg or a 10 mmHg increase from baseline MAP at three hours following the initiation of study treatment without an increase in standard-of-care vasopressors.

The ATHOS-3 Phase 3 study completed enrollment of 344 patients in the fourth quarter of 2016. In February 2017, we reported positive top-line results from ATHOS-3. InATHOS-3, and, in May 2017, the results of ATHOS-3 were published by The New England Journal of Medicine.

The analysis of the primary efficacy endpoint, defined as the percentage of patients achieving a pre-specified target blood pressure response, was highly statistically significant: 23% of the 158 placebo-treated patients had a blood pressure response compared to 70% of the 163 GIAPREZA-treated patients (p<0.00001). In addition, there was a consistent trend toward longer survival was observed:over the 28-day study period: 22% reduction in mortality risk through day 28 [hazard ratio=0.78 (0.57-1.07), p=0.12] for GIAPREZA-treated patients.

In this critically ill patient population: 92% of placebo-treated patients compared to 87% of GIAPREZA-treated patients experienced at least one adverse event, and 22% of placebo-treated patients compared to 14% of GIAPREZA-treated patients discontinued treatment due to an adverse event.

In June 2018, we announced that the Marketing Authorization Application (MAA) for GIAPREZA was validated by the EMA. Validation of the MAA confirms that the submission is complete and starts the EMA’s centralized review process. This followed our announcement in September 2017, an analysis from ATHOS-3, entitled “Baseline angiotensin levels and ACE effects in patients with vasodilatory shock treated with angiotensin II,” was presented during the 30th European Society of Intensive Care Medicine Annual Congress. The pre-specified analysis showed that a relatively low angiotensin II state (as measured by the ratio of angiotensin I to angiotensin II) predicted increased mortality in patients with vasodilatory shock, suggesting that a low angiotensin II state is a negative prognostic indicator of outcomes. Furthermore, the analysis showed a statistically significant treatment effect of GIAPREZA compared to placebo on mortality in these patients with a relatively low angiotensin II state (relative risk reduction of 36%; HR=0.64; 95% CI: 0.41-1.00; p=0.047).

In September 2017,which we reported that the European Medicines Agency’s (EMA)EMA’s Committee for Medicinal Products for Human Use (CHMP) issued favorable Scientific Advice regarding the EU regulatory pathway for GIAPREZA. BasedWe expect a decision on this Advice, we intend to submit a Marketing Authorization Application (MAA)the GIAPREZA MAA by the EMA in June 2019. If approved, GIAPREZA could be available for GIAPREZAmarketing in the third quarterEU in early 2020.

LJPC-0118

LJPC-0118 is an investigational product for the treatment of 2018.severe malaria. The active pharmaceutical ingredient in LJPC-0118 was demonstrated to be superior to quinine in reducing mortality in patients with severe falciparum malaria infection in two randomized, controlled, clinical studies. Severe malaria is a serious and sometimes fatal disease caused by a parasite that commonly infects a certain type of mosquito, which feeds on humans. Symptoms include, but are not limited to: fever, chills, sweating, hypoglycemia and shock. Severe malaria is often complicated by central nervous system infections that may lead to delirium, which may progress to coma. Infections usually occur a few weeks after being bitten. In 2017, an estimated 219 million cases of malaria occurred worldwide, with an estimated 200 million of these cases occurring in the World Health Organization (WHO) African Region, and, in 2013, the global annual incidence of severe malaria was estimated to be 2 million cases. In 2017, an estimated 435,000 people died from malaria worldwide.

In December 2017, GIAPREZA™ (angiotensin II) was approved byApril 2019, we announced that we have been granted Breakthrough Therapy designation from the FDA for LJPC-0118. Breakthrough Therapy designation is designed to increase blood pressure in adults with septicexpedite the development and review of drugs that are intended to treat serious or other distributive shock.

In February 2018, an abstract, entitled “Effect of Disease Severitylife-threatening diseases and for which preliminary clinical evidence indicates substantial improvement over available therapies on Survival in Patients Receiving Angiotensin II for Vasodilatory Shock,” was presented at the Society of Critical Care Medicine’s (SCCM) 47th Critical Care Congress. The abstract, which was published in the January Supplement of Critical Care Medicine, includes results from a pre-specified


analysis from the ATHOS-3 Phase 3 study of GIAPREZA in patients with high severity of illness, defined as an APACHE II (Acute Physiology and Chronic Health Evaluation II) score > 30 or baseline MAP < 65 mmHg, despite treatment with high-dose vasopressors. The authors presented data showing a lower 28-day mortality rate in patients with baseline APACHE II scores > 30 in the GIAPREZA group versus the placebo group: 28-day mortality was 51.8% (n = 58) for the GIAPREZA group compared to 70.8% (n = 65) for the placebo group (hazard ratio=0.62 [95% CI: 0.39, 0.98; p=0.037]). In patients with a baseline MAP < 65 mmHg, a trend towards improved 28-day mortality was seen in the GIAPREZA group compared to the placebo group: 28-day mortality was 54.2% (n = 52) for the GIAPREZA group compared to 70.4% (n = 50) for the placebo group (hazard ratio=0.66 [95% CI: 0.40, 1.09; p=0.10])clinically significant endpoint(s).

In March 2018,We plan to file an analysis, entitled “Outcomes in PatientsNDA for LJPC-0118 with Acute Kidney Injury Receiving Angiotensin II for Vasodilatory Shock,” was presented at the 23rd International Conference on Advances in Critical Care Nephrology AKI & CRRT 2018. The manuscript of this analysis, entitled “Outcomes in patients with vasodilatory shock and renal replacement therapy treated with intravenous angiotensin II,” was published online in Critical Care Medicine. The presentation and manuscript detail the outcomes of patients with acute kidney injury (AKI) and vasodilatory shock enrolledFDA in the ATHOS-3 studyfourth quarter of GIAPREZA. In this post-hoc analysis, the data from 105 AKI patients (GIAPREZA n=45; placebo n=60) requiring renal replacement therapy (RRT) at study drug initiation were analyzed. Survival through day 28 was 53% (95% CI: 38%-67%) for the GIAPREZA group compared to 30% (95% CI: 19%-41%) for the placebo group (p = 0.012). By day 7, 38% (95% CI: 25%-54%) of patients treated with GIAPREZA discontinued RRT compared to 15% (95% CI: 8%-27%) of patients treated with placebo (p = 0.007). Mean arterial pressure (MAP) response at hour 3 was achieved in 53% (95% CI: 38%-68%) of patients treated with GIAPREZA compared to 22% (95% CI: 12%-34%) of patients treated with placebo (p = 0.001).

In March 2018, we announced the commercial availability of GIAPREZA. GIAPREZA is available in 1 mL single-dose vials, each containing 2.5 mg of angiotensin II (as a sterile liquid).2019.

LJPC-401

LJPC-401, a clinical-stage investigational product, is our proprietary formulation of synthetic human hepcidin. Hepcidin, an endogenous peptide hormone, is the body’s naturally occurring regulator of iron absorption and distribution. In healthy individuals, hepcidin prevents excessive iron accumulation in vital organs, such as the liver and heart, where it can cause significant damage and even result in death. We are developing LJPC-401 for the potential treatment of iron overload, which occurs as a result of primary iron overload diseases such as hereditary hemochromatosis (HH), or secondary iron overload diseases such as beta thalassemia (BT), sickle cell disease (SCD) and, myelodysplastic syndrome (MDS). and polycythemia vera.

HH is a disease characterized by a genetic deficiency in hepcidin. HH is the most common genetic disease in Caucasians and causes liver cirrhosis, liver cancer, heart disease and/or failure, diabetes, arthritis and joint pain. There are no FDA approved therapies for HH and the current standard treatment for HH is a blood removal procedure known as phlebotomy.


Each phlebotomy procedure, which is usually conducted at a hospital, medical office or blood center, typically involves the removal of approximately one pint of blood. The required frequency of procedures varies by patient but often ranges from one to two times per week for an initial period after diagnosis and once every one to three months for life. Since most of the body’s iron is stored in red blood cells, chronic removal of blood can effectively lower iron levels if a phlebotomy regimen is adhered to. However, phlebotomy procedures may cause and may be associated with pain, bruising and scarring at the venous puncture site, joint pain, fatigue and dizziness during and following the procedure and disruption of daily activities. Furthermore, phlebotomy is not appropriate in patients with poor venous access, anemia or heart disease.

Beta thalassemia,BT, SCD and MDS are genetic diseases of the blood cells that can cause life-threatening anemia and usually require frequent and life-long blood transfusions. These blood transfusions cause excessive iron accumulation in the body, which is toxic to vital organs, such as the liver and heart. In addition, the underlying anemia causes excessive iron accumulation independent of blood transfusions.

In 2015, the EMA Committee for Orphan Medicinal Products (COMP) designated LJPC-401 as an orphan medicinal product for the treatment of beta thalassemia intermedia and major. In 2016, the EMA COMP designated LJPC-401 as an orphan medicinal product for the treatment of SCD.

In September 2016, we reported positive results from a Phase 1 study of LJPC-401 in patients at risk of iron overload suffering from HH, thalassemia and SCD. In this study, single, escalating doses of LJPC-401 were associated with a dose-dependent, statistically significant reduction in serum iron. LJPC-401 was well-tolerated with no dose-limiting toxicities. Injection-site reactions were the most commonly reported adverse event and were all mild or moderate in severity, self-limiting and fully resolved.


In June 2018, two presentations on LJPC-401 were given at the 23rd Congress of the European Hematology Association (EHA). The first was an oral presentation, entitled “A Phase 1, Open-Label Study to Determine the Safety, Tolerability, and Pharmacokinetics of Escalating Doses of LJPC-401 (Synthetic Human Hepcidin) in Patients with Iron Overload.” The second was a poster presentation, entitled “A Phase 1, Placebo-Controlled Study to Determine the Safety, Tolerability, and Pharmacokinetics of Escalating Subcutaneous Doses of LJPC-401 (Synthetic Human Hepcidin) in Healthy Adults.”

In September 2016, we reached agreementLJPC-401 is currently the subject of two clinical studies, LJ401-HH01 in patients with the EMA on the design of a pivotal study of LJPC-401 for the treatment of beta thalassemiaHH and LJ401-BT01 in patients suffering from iron overload, a major unmet need in an orphan patient population. This study, which we refer to as LJ401-BT01, was initiated in December 2017. LJ401-BT01 is designed to enroll approximately 100 patients across 9 countries, including the U.S. Patients will be randomized 1:1 to receive either: (i) weekly subcutaneous injections of LJPC‑401, while continuing standard-of-care chelation therapy (LJPC‑401 treatment arm); or (ii) a continuation of standard-of-care chelation therapy only (observation arm). After 6 months of treatment, patients randomized to the observation arm will cross over to receive LJPC‑401 (plus standard-of-care chelation therapy) for 6 months, while patients randomized to the LJPC-401 treatment arm will continue with LJPC-401 (plus standard-of-care chelation therapy) for an additional 6 months (for a total of one year). The primary efficacy endpoint of this study is the change in iron content in the heart after 6 months, as measured by cardiac magnetic resonance imaging (MRI). If this study is successful, we would anticipate filing an MAA for LJPC-401 in Europe.BT.

LJ401-HH01

In December 2017, we announced the initiation of LJ401-HH01, a Phase 2 clinical study of LJPC‑401 in patients with HH. LJ401-HH01 is a multinational, multicenter, randomized, placebo-controlled, double-blind, Phase 2 study that is designed to evaluate the safety and efficacy of LJPC-401 as a treatment for HH. Approximately 60 patients will be randomized to receive weekly subcutaneous injections of either LJPC‑401 or placebo for 12 weeks. The primary efficacy endpoint of the study is the change in transferrin saturation, a standard measurement of iron levels in the body and one of the two key measurements used to detect iron overload, from baseline to end of treatment. Secondary efficacy endpoints include: (i) the change in serum ferritin, the other key measurement used to detect iron overload, from baseline to end of treatment; and (ii) the requirement for and frequency of phlebotomy procedures used during the study.

We expect to disclose the top-line results of LJ401-HH01 in the second half of 2019.

LJ401-BT01

In September 2016, we announced that we reached agreement with the EMA on the design of a pivotal study of LJPC-401 for the treatment of BT patients suffering from iron overload, a major unmet need in an orphan patient population. In December 2017, we announced the initiation of LJ401-BT01, a pivotal, multinational, multicenter, randomized, controlled study that is designed to evaluate the safety and efficacy of LJPC-401 as a treatment for BT patients who, despite chelation therapy, have cardiac iron levels above normal. The primary efficacy endpoint of this study is the change in iron content in the heart after 6 months, as measured by cardiac magnetic resonance imaging (MRI). If this study is successful, we would anticipate filing an MAA for LJPC-401 in the EU.

We expect to disclose the top-line results of LJ401-BT01 in mid-2020.



Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles.principles (GAAP). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis. We base our estimates on historical experience and on other assumptions that we believe to be reasonable under the circumstances, the results of which form 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 materially from these estimates under different assumptions or conditions.

There have been no material changes to the critical accounting policies as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017,2018, which was filed on February 22, 2018,March 4, 2019, except for the newly adopted inventory and revenue recognition policiesleases policy disclosed in Note 2 to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Recent Accounting Pronouncements

Recent accounting pronouncements are disclosed in Note 2 to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.

Results of Operations

The following table summarizes theour results of our operations for each of the periods below (in thousands):
 
Three Months Ended
March 31,
 2019 2018
Net product sales$4,395
 $809
Cost of product sales(500) (58)
Research and development expense(21,244) (28,429)
Selling, general and administrative expense(12,320) (23,016)
Other (expense) income, net(2,016) 166
Net loss$(31,685) $(50,528)

Net Product Sales

For the three months ended March 31, 2018 and 2017 (in thousands):
 Three Months Ended 
 March 31,
 2018 2017
Net product sales$809
 $
Cost of product sales(58) 
Research and development expense(28,429) (17,765)
Selling, general and administrative(23,016) (5,503)
Other income, net166
 28
Net loss$(50,528) $(23,240)



Revenue

In March 2018, we announced2019, GIAPREZA net product sales were $4.4 million compared to $0.8 million for the commercial availability of GIAPREZA.same period in 2018.

Cost of Product Sales

For the three months ended March 31, 2018,2019, we recognized cost of product sales of $58,000$0.5 million compared to $0.1 million for the same period in 2018. Cost of product sales primarily included royalty and product manufacturing costs.

Prior to approval by the FDA, approximately $0.6 million of GIAPREZA, primarily related to royalty, labeling, shipping and distribution costs. A portion of the costdirect material costs to manufacture GIAPREZA waswere recorded to research and development expense in 2017. As of March 31, 2019, inventory excludes approximately $0.2 million of manufacturing costs that were recorded to research and development expense prior to the approval of GIAPREZA by the FDA.FDA approval.



Research and Development Expense

The following table summarizes our research and development expense for each of the three months ended March 31, 2018 and 2017periods below (in thousands):
Three Months Ended 
 March 31,
Three Months Ended 
 March 31,
2018 20172019 2018
Clinical development costs$9,793
 $7,994
$7,013
 $9,793
Personnel and related costs9,164
 5,271
6,696
 9,164
Share-based compensation expense5,396
 2,470
3,899
 5,396
Technology in-licensing costs119
 253
Other research and development costs3,957
 1,777
3,636
 4,076
Total research and development expense$28,429
 $17,765
$21,244
 $28,429

During the three months ended March 31, 2018,2019, research and development expense increaseddecreased to $28.4$21.2 million compared to $17.8from $28.4 million for the three months ended March 31, 2017.same period in 2018. The increasedecrease was primarily due to increasedreduced clinical development costs, personnel and related costs and share-based compensation expense as a result of increased headcount associated with the development of GIAPREZA and LJPC-401.our Company-wide realignment in October 2018. We anticipatedo not expect research and development expense to increase throughout 2018 due tosignificantly in the continuation of our clinical development of GIAPREZA and LJPC-401, the initiation of additional clinical studies and ongoing development of other product candidates.near term.

Selling, General and Administrative Expense

The following table summarizes our selling, general and administrative expense for each of the three months ended March 31, 2018 and 2017periods below (in thousands):
Three Months Ended 
 March 31,
Three Months Ended 
 March 31,
2018 20172019 2018
Personnel and related costs$9,586
 $1,354
$5,522
 $9,586
Share-based compensation expense4,006
 2,513
2,812
 4,006
Other selling, general and administrative expense9,424
 1,636
Selling and marketing costs2,021
 7,096
General and administrative costs1,965
 2,328
Total selling, general and administrative expense$23,016
 $5,503
$12,320
 $23,016

During the three months ended March 31, 2018,2019, selling, general and administrative expense increaseddecreased to $23.0$12.3 million compared to $5.5from $23.0 million for the three months ended March 31, 2017.same period in 2018. The increasedecrease was due to increasedreduced personnel and related costs and share-based compensation and commercialization and promotional activities to support the product launchas a result of GIAPREZA and the development of other product candidates.our Company-wide realignment in October 2018. We anticipatedo not expect selling, general and administrative expense to increase throughout 2018significantly in the near term.

Other (Expense) Income, Net

During the three months ended March 31, 2019, other expense increased to $2.0 million of expense from $0.2 million of income for the same period in 2018. The increase in expense was due to commercial activities related to GIAPREZA and ongoing development of other product candidates.interest accrued for our deferred royalty obligation.

Liquidity and Capital Resources

Since January 2012, when the Company was effectively restarted with new assets and a new management team, through March 31, 2018,2019, our cash used in operating activities was $234.4$373.6 million. From inception through March 31, 2018,2019, we


have incurred a cumulative net loss of $772.0$952.5 million and have financed our operations through public and private offerings of securities, a royalty financing, revenues from collaborative agreements and net product sales, equipment financings and interest income on invested cash balances. From inception through March 31, 2018, we have raised $816.1 million in net proceeds from the sales of equity securities.

As of March 31, 2018,2019, we had $154.4$140.0 million in cash and cash equivalents, compared to $90.9$172.6 million of cash and cash equivalents at December 31, 2017. On a pro-forma basis, adjusting for the net proceeds from the May 2018 royalty financing, the Company’s2018. The Company had no debt as of March 31, 2019 and December 31, 2018. Based on our current operating plans and projections, we believe that our cash and cash equivalents as of March 31, 2018 were $279 million. Cash used for operating activities for the three months ended March 31, 2018 was $45.9 million, compared to $22.0 million for the same period in 2017. The increase in cash used for operating activities was a result of the increase in our net loss, primarily offset by changes in working capital and increases in share-based compensation and depreciation expense. For the three months ended March 31, 2018, we used $1.0 million of cash for investing activities, compared to $0.8 million for the same period in 2017. The increase in cash used for investing activities was a result of purchases of property and equipment. Cash provided by financing activities for the three months ended March 31, 2018 was $110.3 million, compared to $119.6 million for the same period in 2017. The cash provided by financing activities for the three months ended March 31, 2018 was due to $109.8 million of proceeds from the March 2018 common stock offering and $0.5 million of proceeds from the exercise of stock options for common stock.

Based on the cash and cash equivalent resources available as of March 31, 2018, management believes that the Company has2019 will be sufficient resources to fund operations for at least one year from the date this Quarterly Report on Form 10-Q is filed with the SEC.



Cash used for operating activities for the three months ended March 31, 2019, was $32.7 million compared to $45.9 million for the same period in 2018. The decrease in cash used for operating activities was a result of the decrease in our net loss, primarily offset by changes in working capital.

Cash used for investing activities for the three months ended March 31, 2019, was $0.2 million compared to $1.0 million for the same period in 2018. Net cash used in investing activities was the result of purchases of property and equipment.

Cash provided by financing activities for the three months ended March 31, 2019, was $0.3 million compared to $110.3 million for the same period in 2018. The decrease in cash provided by financing activities was primarily the result of $109.8 million of net proceeds from the March 2018 common stock offering.

Contractual Obligations

In May 2018, we closed a $125.0 million royalty financing agreement (the Royalty Agreement) with HealthCare Royalty Partners (HCR). Under the terms of the Royalty Agreement, we received $125.0 million in exchange for tiered royalty payments on worldwide net product sales of GIAPREZA. HCR is entitled to receive quarterly royalties on worldwide net product sales of GIAPREZA beginning April 1, 2018. Quarterly payments to HCR under the Royalty Agreement start at a maximum royalty rate, with step-downs based on the achievement of annual net product sales thresholds. Through December 31, 2021, the royalty rate will be a maximum of 10%. Starting January 1, 2022, the maximum royalty rate may increase by 4% if an agreed-upon, cumulative sales threshold has not been met, and, starting January 1, 2024, the maximum royalty rate may increase by an additional 4% if a different agreed-upon, cumulative sales threshold has not been met. The Royalty Agreement is subject to maximum aggregate royalty payments to HCR of 180% of the $125.0 million received by us, at which time the payment obligations under the Royalty Agreement would expire. The Royalty Agreement was entered into by our wholly owned subsidiary, La Jolla Pharma, LLC, and HCR has no recourse under the Royalty Agreement against us or any assets other than GIAPREZA.

In December 2014, we entered into a patent license agreement with the George Washington University (GW), which the parties amended and restated on March 1, 2016. Pursuant to the amended and restated license agreement, GW exclusively licensed to us certain intellectual property rights relating to GIAPREZA, including the exclusive rights to certain issued patents and patent applications covering GIAPREZA. Under the license agreement, we are obligated to use commercially reasonable efforts to develop, commercialize, market and sell GIAPREZA. We have paid a one-time license initiation fee, annual maintenance fees, an amendment fee, additional payments following the achievement of certain development and regulatory milestones, and royalty payments. We may be obligated to make additional milestone payments of up to $0.5 million in the aggregate. Following the commencement of commercial sales of GIAPREZA, we are obligated to pay tiered royalties in the low- to mid-single digits on products covered by the licensed rights. The patents and patent applications covered by the GW license agreement are expected to expire between 2029 and 2038, and the obligation to pay royalties under this agreement extends through the last-to-expire patent covering GIAPREZA.    

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in our financial condition, expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to financial market risks, including changes in interest rates. There were no material changes to our market risks ina smaller reporting company, as defined by Rule 12b-2 under the three months ended March 31, 2018, when compared to the disclosuresSecurities and Exchange Act of 1934 and in Item 7A10(f)(1) of our Annual Report Form 10-K forRegulation S-K, and are not required to provide the year ended December 31, 2017, filed with the SEC on February 22, 2018.information under this item.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC'sSEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any


system of controls is also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As required by the SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, 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 foregoing, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Other than controls implemented in connection with the newly adopted inventory and revenue recognition policieslease policy as disclosed in Note 2 to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q, there has been no change in our internal control over financial reporting during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the ordinary course of business, we may face various claims brought by third parties. Any of these claims could subject us to costly litigation. As of the date of this report, we are not currently a party to any legal proceedings that we believe could have a material adverse effect on our business, financial condition or results of operations. However, litigation is inherently uncertain, and any judgment or injunctive relief entered against us or any adverse settlement could negatively affect our business, financial condition and results of operations.

ITEM 1A. RISK FACTORS

No material changes to risk factors have occurred as previously disclosed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017,2018, filed with the SEC on February 22, 2018.March 4, 2019.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.





ITEM 6. EXHIBITS
   
Exhibit Number Description
 
   
 
   
 
   
101.INS XBRL Instance Document
   
101.SCH XBRL Taxonomy Extension Schema Document
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  La Jolla Pharmaceutical Company
   
Date:May 10, 20186, 2019/s/    George F. Tidmarsh
  George F. Tidmarsh, M.D., Ph.D.
  President and Chief Executive Officer and Secretary
  (Principal Executive Officer)
   
  /s/    Dennis M. Mulroy
  Dennis M. Mulroy
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

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