UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, |
ORor
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
Commission file number: 001-35285
Commission File Number:001-35285
Aviragen Therapeutics,, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 59-1212264 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
2500 Northwinds Parkway, Suite 100, Alpharetta, GA 30009
(Address of principal executive offices, including zip code)
(678) 221 3343
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Webweb 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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of” largeof “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Non-accelerated filer |
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Emerging growth company | ☐ | |||||
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act).Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒
The number of shares outstanding of the registrant’s common stock, par value $0.10 per share at February 6, 20175, 2018 was 38,649,237 shares.
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Condensed Consolidated Balance Sheets as of December 31, | 3 | ||
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Notes to the Condensed Consolidated Financial Statements (unaudited) | 7 | ||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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ITEM 1. Financial Statements
Aviragen Therapeutics,, Inc.
Condensed Consolidated Balance Sheets
((unaudited) unaudited)
(in millions, except share amounts)
December 31, 2016 | June 30, 2016 | December 31, 2017 | June 30, 2017 | |||||||||||||
ASSETS | ASSETS | ASSETS | ||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 38.1 | $ | 49.7 | $ | 29.4 | $ | 17.7 | ||||||||
Short-term investments | 11.1 | 19.3 | - | 20.9 | ||||||||||||
Accounts receivable, net of allowance | 4.2 | 0.7 | 2.5 | 0.6 | ||||||||||||
Prepaid and other current assets | 2.8 | 2.7 | 0.5 | 0.7 | ||||||||||||
Total current assets | 56.2 | 72.4 | 32.4 | 39.9 | ||||||||||||
Non-current assets: | ||||||||||||||||
Property and equipment, net | 0.3 | 0.3 | 0.2 | 0.2 | ||||||||||||
Total assets | $ | 56.5 | $ | 72.7 | $ | 32.6 | $ | 40.1 | ||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | LIABILITIES AND STOCKHOLDERS’ EQUITY | LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable | $ | 3.4 | $ | 3.9 | $ | 1.7 | $ | 1.4 | ||||||||
Accrued expenses | 5.6 | 3.6 | 2.5 | 2.9 | ||||||||||||
Short-term note payable | 0.3 | 0.4 | ||||||||||||||
Short-term note payable | 0.3 | 0.2 | ||||||||||||||
Liability related to sale of future royalties, current portion | 1.2 | 1.3 | 1.2 | 1.4 | ||||||||||||
Total current liabilities | 10.5 | 9.2 | 5.7 | 5.9 | ||||||||||||
Non-current liabilities: | ||||||||||||||||
Long-term note payable, net of current portion | 0.2 | 0.3 | - | 0.1 | ||||||||||||
Liability related to sale of future royalties, net of current portion | 17.6 | 16.8 | 16.0 | 15.3 | ||||||||||||
Other long-term liabilities, net of current portion | 0.2 | 0.2 | 0.1 | 0.1 | ||||||||||||
Total liabilities | 28.5 | 26.5 | 21.8 | 21.4 | ||||||||||||
Commitments and contingencies | - | - | - | - | ||||||||||||
Stockholders’ equity: | ||||||||||||||||
Preferred stock, $0.10 par value: 5,000,000 shares authorized, no shares issued and outstanding | - | - | - | - | ||||||||||||
Common stock, $0.10 par value: 200,000,000 shares authorized; 38,640,487 shares issued and outstanding at December 31, 2016 and June 30, 2016 | 3.9 | 3.9 | ||||||||||||||
Common stock, $0.10 par value: 200,000,000 shares authorized; 38,649,237 shares issued and outstanding at December 31, 2017 and June 30, 2017 | 3.9 | 3.9 | ||||||||||||||
Additional paid-in capital | 158.5 | 157.6 | 160.4 | 159.6 | ||||||||||||
Accumulated other comprehensive income | 19.0 | 19.0 | 19.0 | 19.0 | ||||||||||||
Accumulated deficit | (153.4 | ) | (134.3 | ) | (172.5 | ) | (163.8 | ) | ||||||||
Total stockholders’ equity | 28.0 | 46.2 | 10.8 | 18.7 | ||||||||||||
Total liabilities and stockholders’ equity | $ | 56.5 | $ | 72.7 | $ | 32.6 | $ | 40.1 | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Aviragen Therapeutics,, Inc.
Condensed Consolidated Statements of Operations
((unaudited)unaudited)
(in millions, except share and per share amounts)
Three Months Ended | Six Months Ended | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenue: | ||||||||||||||||
Royalty revenue | $ | 1.5 | $ | 1.7 | $ | 1.6 | $ | 3.4 | ||||||||
Non-cash royalty revenue related to the sale of future royalties | 2.3 | - | 2.3 | - | ||||||||||||
Total revenue | 3.8 | 1.7 | 3.9 | 3.4 | ||||||||||||
Operating expense: | ||||||||||||||||
Research and development | 10.2 | 6.3 | 17.8 | 11.8 | ||||||||||||
General and administrative | 2.1 | 2.1 | 4.3 | 4.4 | ||||||||||||
Foreign exchange (gain) loss, net | 0.1 | (0.2 | ) | - | 0.5 | |||||||||||
Total operating expense | 12.4 | 8.2 | 22.1 | 16.7 | ||||||||||||
Loss from operations | (8.6 | ) | (6.5 | ) | (18.2 | ) | (13.3 | ) | ||||||||
Other (expense) income: | ||||||||||||||||
Non-cash interest expense on liability related to sale of future royalties | (0.5 | ) | - | (0.9 | ) | - | ||||||||||
Interest income | 0.1 | - | 0.1 | 0.1 | ||||||||||||
Total other (expense) income | (0.4 | ) | - | (0.8 | ) | 0.1 | ||||||||||
Loss before tax | (9.0 | ) | (6.5 | ) | (19.0 | ) | (13.2 | ) | ||||||||
Income tax expense | 0.1 | - | 0.1 | - | ||||||||||||
Net loss | $ | (9.1 | ) | $ | (6.5 | ) | $ | (19.1 | ) | $ | (13.2 | ) | ||||
Basic and diluted net loss per share | $ | (0.24 | ) | $ | (0.17 | ) | $ | (0.49 | ) | $ | (0.34 | ) | ||||
Basic and diluted weighted-average shares outstanding | 38,640,487 | 38,636,946 | 38,640,487 | 38,630,587 | ||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Revenue: | ||||||||||||||||
Royalty revenue | $ | - | $ | 1.5 | $ | - | $ | 1.6 | ||||||||
Non-cash royalty revenue related to the sale of future royalties | 2.7 | 2.3 | 2.8 | 2.3 | ||||||||||||
Total revenue | 2.7 | 3.8 | 2.8 | 3.9 | ||||||||||||
Operating expense: | ||||||||||||||||
Research and development | 2.5 | 10.2 | 5.3 | 17.8 | ||||||||||||
General and administrative | 3.1 | 2.1 | 5.4 | 4.3 | ||||||||||||
Foreign exchange (gain) loss, net | - | 0.1 | - | - | ||||||||||||
Total operating expense | 5.6 | 12.4 | 10.7 | 22.1 | ||||||||||||
Loss from operations | (2.9 | ) | (8.6 | ) | (7.9 | ) | (18.2 | ) | ||||||||
Other (expense) income: | ||||||||||||||||
Non-cash interest expense on liability related to sale of future royalties | (0.4 | ) | (0.5 | ) | (0.8 | ) | (0.9 | ) | ||||||||
Interest income | - | 0.1 | 0.1 | 0.1 | ||||||||||||
Total other (expense) income | (0.4 | ) | (0.4 | ) | (0.7 | ) | (0.8 | ) | ||||||||
Loss before tax | (3.3 | ) | (9.0 | ) | (8.6 | ) | (19.0 | ) | ||||||||
Income tax expense | 0.1 | 0.1 | 0.1 | 0.1 | ||||||||||||
Net loss | $ | (3.4 | ) | $ | (9.1 | ) | $ | (8.7 | ) | $ | (19.1 | ) | ||||
Basic and diluted net loss per share | $ | (0.09 | ) | $ | (0.24 | ) | $ | (0.23 | ) | $ | (0.49 | ) | ||||
Basic and diluted weighted-average shares outstanding | 38,649,237 | 38,640,487 | 38,649,237 | 38,640,487 | ||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
Aviragen Therapeutics,, Inc.
Condensed Consolidated StatementStatement of Stockholders’ Equity
(unaudited)
(in millions, except for share amounts)
Common Stock | Accumulated | |||||||||||||||||||||||
Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Income | Total Stockholders’ Equity | |||||||||||||||||||
Balances at June 30, 2016 | 38,640,487 | $ | 3.9 | $ | 157.6 | $ | (134.3 | ) | $ | 19.0 | $ | 46.2 | ||||||||||||
Net loss | - | - | - | (19.1 | ) | - | (19.1 | ) | ||||||||||||||||
Share-based compensation | - | - | 0.9 | - | - | 0.9 | ||||||||||||||||||
Balances at December 31, 2016 | 38,640,487 | $ | 3.9 | $ | 158.5 | $ | (153.4 | ) | $ | 19.0 | $ | 28.0 | ||||||||||||
Common Stock | Accumulated | |||||||||||||||||||||||
Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Income | Total Stockholders’ Equity | |||||||||||||||||||
Balances at June 30, 2017 | 38,649,237 | $ | 3.9 | $ | 159.6 | $ | (163.8 | ) | $ | 19.0 | $ | 18.7 | ||||||||||||
Net loss | - | - | - | (8.7 | ) | - | (8.7 | ) | ||||||||||||||||
Share-based compensation | - | - | 0.8 | - | - | 0.8 | ||||||||||||||||||
Balances at December 31, 2017 | 38,649,237 | $ | 3.9 | $ | 160.4 | $ | (172.5 | ) | $ | 19.0 | $ | 10.8 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Aviragen Therapeutics, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in millions)
Six Months Ended | ||||||||
2016 | 2015 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (19.1 | ) | $ | (13.2 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Share-based compensation | 0.9 | 1.2 | ||||||
Non-cash interest expense related to sale of future royalties | 0.9 | - | ||||||
Non-cash royalty revenue related to sale of future royalties | (2.3 | ) | - | |||||
Change in operating assets and liabilities: | ||||||||
Accounts receivables | (1.4 | ) | 7.5 | |||||
Prepaid expenses and other current assets | (0.1 | ) | (0.9 | ) | ||||
Accounts payable and accrued expenses | 1.4 | (2.8 | ) | |||||
Net cash used in operating activities | (19.7 | ) | (8.2 | ) | ||||
Cash flows from investing activities: | ||||||||
Purchases of short and long-term investments | (8.4 | ) | (6.4 | ) | ||||
Maturity of short-term investments | 16.6 | 9.0 | ||||||
Net cash provided by investing activities | 8.2 | 2.6 | ||||||
Cash flows from financing activities: | ||||||||
Payment on note payable | (0.1 | ) | (0.1 | ) | ||||
Net cash used in financing activities | (0.1 | ) | (0.1 | ) | ||||
Decrease in cash and cash equivalents | (11.6 | ) | (5.7 | ) | ||||
Cash and cash equivalents at beginning of period | 49.7 | 44.7 | ||||||
Cash and cash equivalents at end of period | $ | 38.1 | $ | 39.0 | ||||
Six Months Ended | ||||||||
2017 | 2016 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (8.7 | ) | $ | (19.1 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Share-based compensation | 0.8 | 0.9 | ||||||
Non-cash interest expense related to sale of future royalties | 0.8 | 0.9 | ||||||
Non-cash royalty revenue related to sale of future royalties, net of withholding tax | (2.7 | ) | (2.3 | ) | ||||
Change in operating assets and liabilities: | ||||||||
Accounts receivables | 0.3 | (1.4 | ) | |||||
Prepaid expenses and other current assets | 0.2 | (0.1 | ) | |||||
Accounts payable and accrued expenses | 0.1 | 1.4 | ||||||
Net cash used in operating activities | (9.2 | ) | (19.7 | ) | ||||
Cash flows from investing activities: | ||||||||
Purchases of short and long-term investments | (7.0 | ) | (8.4 | ) | ||||
Maturities of short-term investments | 27.9 | 16.6 | ||||||
Net cash provided by investing activities | 20.9 | 8.2 | ||||||
Cash flows from financing activities: | ||||||||
Payment on note payable | - | (0.1 | ) | |||||
Net cash used in financing activities | - | (0.1 | ) | |||||
Increase (decrease) in cash and cash equivalents | 11.7 | (11.6 | ) | |||||
Cash and cash equivalents at beginning of period | 17.7 | 49.7 | ||||||
Cash and cash equivalents at end of period | $ | 29.4 | $ | 38.1 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
Aviragen Therapeutics, Inc.
Notes to the CondensedConsolidatedFinancial Statements (unaudited)
(for the quarterly period ended December 31, 2016)2017)
1) Company Overview Aviragen Therapeutics, Inc., together with its wholly owned subsidiaries (“Aviragen”, or the “Company”) is a biopharmaceutical company focused on the discovery and development of direct-acting antivirals to treat infections that have limited therapeutic options and affect a significant number of patients globally. The Company has Although several of the Company’s influenza product candidates have been successfully developed and commercialized On October 30, 2017, the Company announced that it had entered into a definitive Agreement and Plan of Merger and Reorganization dated as of October 27, 2017, among the Company, Agora Merger Sub, Inc. and Vaxart, Inc. (the “Merger Agreement”) pursuant to which Vaxart, a privately-held clinical-stage company focused on developing oral recombinant vaccines from its proprietary delivery platform, would become a wholly-owned subsidiary of the Company (the “Merger”). This transaction marks the culmination of the Company’s Strategic Review process which was initiated in April. The Merger will result in a clinical-stage pharmaceutical company focused on developing Vaxart’s oral recombinant vaccines and Aviragen’s direct-acting antivirals to treat infections that have limited therapeutic options. The exchange ratio in the merger agreement was determined by Vaxart assigning $60,000,000 in value to Aviragen for its financial and clinical assets, and $90,000,000 in value for its own assets. On a pro forma basis after giving effect to the number of shares of Aviragen common stock that will be issued to Vaxart security holders in the Merger and assuming no adjustments for cash balances as provided for in the Merger Agreement, current Vaxart security holders will own approximately 60% of the combined company and current Aviragen security holders will own approximately 40% of the combined company. The transaction has been approved by the boards of directors of both companies. The Merger is expected to close in February 2018, subject to the approval of the stockholders of each company as well as other customary conditions. Upon closing of the Merger, the name of the combined company will become Vaxart, Inc. and shares of the combined company are expected to continue trading on the NASDAQ Capital Market under the proposed ticker symbol VXRT. Wouter Latour, M.D., Chief Executive Officer of Vaxart, will serve as Chief Executive Officer of the combined company. At the end of the quarter, a small group of dissident stockholders, who call themselves the Concerned Aviragen Shareholders (“CAS”) Group, launched a proxy contest against the proposed merger with Vaxart and are seeking an opportunity to nominate individuals for election to the Company’s Board at the upcoming Annual Meeting. The Company continues to believe the proposed merger with Vaxart is the best possible strategic alternative, and together, Aviragen and Vaxart will have the potential to create meaningful value for stockholders. Prior to the completion of the proposed merger, the Company plans to continue to finance its operations with (2) The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form The unaudited interim condensed consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All inter-company transactions and balances are eliminated in consolidation. Operating results for the three and six months ended December 31, The Company’s significant accounting policies have not changed since June 30, In May 2014, the In In February 2016, the FASB issued new guidance on leases. This guidance replaces the prior lease accounting guidance in its entirety. The underlying principle of the new standard is the recognition of lease assets and lease liabilities by lessees for substantially all leases, with an exception for leases with terms of less than twelve months. The standard also requires additional quantitative and qualitative disclosures. The guidance is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. The standard requires a modified retrospective approach, which includes several optional practical expedients. Accordingly, the standard is effective for the Company on July 1, 2019. The Company is currently evaluating the impact that this guidance will have on the consolidated financial statements. In (3) A fair value hierarchy has been established that requires the Company to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy describes three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table sets forth the financial assets and liabilities that were measured at fair value on a recurring basis at December 31, Quoted Prices in Significant Quoted Prices in Significant Active Markets Other Significant Active Markets Other Significant (in millions) for Identical Assets Observable Inputs Unobservable Inputs for Identical Assets Observable Inputs Unobservable Inputs December 31, 2016 Total (Level 1) (Level 2) (Level 3) December 31, 2017 Total (Level 1) (Level 2) (Level 3) Cash equivalents Short-term investments available-for-sale Total Inputs Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs June 30, 2016 Total (Level 1) (Level 2) (Level 3) June 30, 2017 Total (Level 1) (Level 2) (Level 3) Cash equivalents Short-term investments available-for-sale 19.3 20.9 Total Cash equivalents consist primarily of money market The following table shows the unrealized gains and losses and fair values for those investments as of December 31, (in millions) Unrealized Unrealized Unrealized Unrealized December 31, 2016 At Cost Gains (Losses) At Fair Value December 31, 2017 At Cost Gains (Losses) At Fair Value Money market funds Corporate notes Commercial paper Certificates of deposit Total (in millions) Unrealized Unrealized Unrealized Unrealized June 30, 2016 At Cost Gains (Losses) At Fair Value June 30, 2017 At Cost Gains (Losses) At Fair Value Money market funds Debt securities of U.S. government agencies U.S. Treasury securities Commercial paper Corporate notes Certificates of deposit Total As of December 31, Accrued expenses consist of the following (in millions): December 31, 2016 June 30, 2016 Professional fees Salary and benefits Research and development expenses Other accrued expenses Total accrued expenses and other liabilities December 31, 2017 June 30, 2017 Professional fees Salary and benefits Research and development expenses Other accrued expenses Total accrued expenses and other liabilities (5) In April 2016, the Company sold certain royalty rights related to the approved product Inavir®, sold by Daiichi Sankyo Company, Limited (“Daiichi Sankyo”) in the Japanese market, for In order to record the amortization of the liability, the Company is The following table shows the activity within the liability account during the six months ended December 31, (in millions) in millions Total Liability related to sale of future royalties, June 30, 2016 Total Liability related to sale of future royalties, June 30, 2017 Non-cash royalty revenue paid to HCRP Non-cash interest expense recognized Total Liability related to sale of future royalties, December 31, 2016 Total Liability related to sale of future royalties, December 31, 2017 (6) Basic and diluted net loss per share has been computed based on net loss and the weighted-average number of common shares outstanding during the applicable period. For diluted net loss per share, common stock equivalents (shares of common stock issuable upon the exercise of stock options and unvested restricted stock units) are excluded from the calculation as their inclusion would be anti-dilutive. The Company has excluded all anti-dilutive share-based awards to purchase common stock in periods indicating a loss, as their effect is anti-dilutive. The following Three Months Ended 2016 2015 Net loss (in millions) ) ) Weighted-average shares outstanding Dilutive effect of restricted stock and stock options Shares used to compute diluted earnings per share Basic net loss per share ) ) Diluted net loss per share ) ) Number of anti-dilutive share-based awards excluded from computation Six Months Ended Three Months Ended 2016 2015 2017 2016 Net loss (in millions) ) ) ) ) Weighted-average shares outstanding Dilutive effect of restricted stock and stock options Shares used to compute diluted earnings per share Basic net income (loss) per share ) ) Basic net loss per share ) ) Diluted net loss per share ) ) ) ) Number of anti-dilutive share-based awards excluded from computation Six Months Ended 2017 2016 Net loss (in millions) ) ) Weighted-average shares outstanding Dilutive effect of restricted stock and stock options Shares used to compute diluted earnings per share Basic net loss per share ) ) Diluted net loss per share ) ) Number of anti-dilutive share-based awards excluded from computation (7) Licenses, Royalty Collaborative and Contractual Arrangements Royalty agreements The Company entered into a royalty-bearing research and license agreement with GlaxoSmithKline (“GSK”) in 1990 for the development and commercialization of zanamivir, a neuraminidase inhibitor The Company also generates royalty revenue from the sale of Inavir® (laninamivir octanoate or LANI) in Japan, pursuant to a collaboration and license agreement and a related commercialization agreement (collectively, the “Inavir® License Agreement”) with Daiichi Sankyo. In April 2016, the Company entered into a Royalty Interest Acquisition Agreement (“Agreement”) with HCRP. Under the Agreement, HCRP made a The following tables summarize the key components of the Company’s revenues (in millions): Three Months Ended December 31, Three Months Ended December 31, 2016 2015 2017 2016 (in millions) (in millions) Royalty revenue - Relenza® - Inavir® Non-cash royalty revenue related to the sale of future royalties Total revenue Six Months Ended December 31, Six Months Ended December 31, 2016 2015 2017 2016 (in millions) (in millions) Royalty revenue - Relenza® - Inavir® Non-cash royalty revenue related to the sale of future royalties Total revenue Relenza revenue declined to zero in the three and six months ended December 31, 2017 from $1.5 million in the same periods of the prior fiscal year due to the cessation of royalties on U.S. sales at the end of 2016 and the unfavorable impact of a returns adjustment in the current quarter. Collaborative and contract arrangements InJuly 2016, the Company entered into an exclusive, worldwide license for RSV replication inhibitors intellectual property with Georgia State University Research Foundation (“GSURF”) in exchange for an upfront fee, future milestone payments and royalties on future net sales of any products that utilize the underlying RSV intellectual property. The Company has an obligation to make a minimum payment of (8) Income Taxes Based upon the provisions of the Tax Act, the Company The Company ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In most cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “forecast,” “potential,” “likely” or “possible”, as well as the negative of such expressions, and similar expressions intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements relating to: ● our our anticipation that we will generally incur net losses from operations in the future due to our intention to continue to support the preclinical and clinical development of our product ● our future financing requirements, the factors that may influence the timing and amount of those requirements and our ability to fund ● the number of months that our current cash, cash equivalents, investments and anticipated future proceeds from existing royalty-bearing licenses the expected post-Merger share ownership split between Vaxart and Various important factors could cause actual results, performance, events or achievements to materially differ from those expressed or implied by forward-looking statements, including the U.S. Food and Drug Administration There may be events in the future that we are unable to predict accurately, or over which we have no control. You should completely read this Form 10-Q and the documents that we reference herein that have been filed or incorporated by reference as exhibits and with the understanding that our actual future results may be materially different from what we expect. Our business, financial condition, results of operations, and prospects may change. We may not update these forward-looking statements, even though our situation may change in the future, unless we have an obligation under the federal securities laws to update and disclose material developments related to previously disclosed information. We qualify all of the information presented in this Form 10-Q, and particularly our forward-looking statements, by these cautionary statements. Aviragen is a registered trademark of Aviragen Therapeutics References to “we,” “us,” and “our” refer to Aviragen Therapeutics, The following is a discussion and analysis of the major factors contributing to our results of operations for the three and sixmonths ended December 31, Company Overview We are focused on the discovery and development of direct-acting antivirals to treat infections that have limited therapeutic options and affect a significant number of patients globally. The Company has Although several of our influenza product candidates have been successfully developed and commercialized to date by other larger pharmaceutical companies under license, collaboration or commercialization agreements with us, we have not independently developed or received regulatory approval for any product candidate, and we do not currently have any sales, marketing or commercial capabilities. Therefore, it is possible that we may not derive any significant product revenues from any product candidates that we are developing now, or may develop in the future. We expect to incur losses for the foreseeable future as we intend to support the clinical and preclinical development of our product candidates. Management’s Discussion and Analysis of Results of Operations discusses our financial results, which (except to the extent described in the Notes thereto) have been presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates and judgments on historical experience, current economic and industry conditions, and various other factors that we believe to be reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe • Use of estimates • Revenue recognition • Accrued expenses • For a description of recent accounting policies and the impact on our financial statements, refer to Note 2 in the condensed consolidated financial statements. Results of Operations for the Three months ended December 31, Summary. For the three months ended December 31, Revenue. Revenue Three Months Ended December 31, 2016 2015 2017 2016 (in millions) (in millions) Royalty revenue - Relenza® - Inavir® Non-cash royalty revenue related to the sale of future royalties Total revenue Research and Development Expense. Research and development expense Three Months Ended December 31, (in millions) 2016 2015 Direct preclinical, clinical and product development expenses Salaries, benefits and share-based compensation expenses Depreciation and facility related expenses Total research and development expense Three Months Ended December 31, (in millions) 2017 2016 Direct preclinical, clinical and product development expenses Salaries, severance and share-based compensation expenses Depreciation and facility related expenses Total research and development expense Direct preclinical, clinical and product development expense General and Administrative Expense. General and administrative expense Three Months Ended December 31, (in millions) 2016 2015 Salaries, benefits and share-based compensation expenses Professional and legal fees expenses Other expenses Total general and administrative expense Three Months Ended December 31, (in millions) 2017 2016 Salaries, benefits and share-based compensation expenses Professional and legal fees expenses Other expenses Total general and administrative expense Foreign Exchange Loss (Gain), net. The impact of foreign exchange changed from a Summary. For the six months ended December 31, Revenue. Revenue Six Months Ended December 31, Six Months Ended December 31, 2016 2015 2017 2016 (in millions) (in millions) Royalty revenue - Relenza® - Inavir® Non-cash royalty revenue related to the sale of future royalties Total revenue Research and Development Expense. Research and development expense Six Months Ended December 31, Six Months Ended December 31, (in millions) (in millions) 2016 2015 2017 2016 Direct preclinical, clinical and product development expenses Salaries, benefits and share-based compensation expenses Salaries, severance and share-based compensation expenses Depreciation and facility related expenses Total research and development expense Direct preclinical, clinical and product development expense General and Administrative Expense. General and administrative expense Six Months Ended December 31, Six Months Ended December 31, (in millions) (in millions) 2016 2015 2017 2016 Salaries, benefits and share-based compensation expenses Professional and legal fees expenses Other expenses Total general and administrative expense LIQUIDITY AND CAPITAL RESOURCES For the six months ended December 31, Net cash used by operating activities was Our net loss resulted largely from our funding of research and development activities including conducting the CT4 clinical Net cash provided by investing activities during the six months ended December 31, At December 31, Based on our current strategy and operating plan, and considering the potential costs associated with advancing the preclinical and clinical development of our product candidates, we believe that our existing cash and cash equivalents We have an Contractual and Commercial Commitments There have been no material changes from the information included in our Annual Report on Form 10-K for the fiscal year ended June 30, Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements, as defined in Item 303(a)(4) (ii) of Regulation S-K under the Securities Exchange Act of 1934, as amended. ITEM 3: Quantitative and Qualitative Disclosures about Market Risk There has been no material change in our assessment of sensitivity to market risk since our presentation set forth in Item 7A “Quantitative and Qualitative Disclosures about Market Risk” in the our Annual Report on Form 10-K for the fiscal year ended June 30, ITEM 4: Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Changes in Internal Controls over Financial Reporting There has been no change in our internal control over financial reporting during the quarter ended December 31, The Company is involved in various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition or results of operations. Any investment in our business involves a high degree of risk. Before making an investment decision, you should carefully consider the information we include in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and accompanying notes, and the additional information in the other reports we file with the Securities and Exchange Commission along with the risks described in our Annual Report on Form 10-K for the fiscal year ended June 30, We ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES ITEM 4. MINE SAFETY DISCLOSURE Not applicable. The exhibits to this report are listed in the Exhibit Index, which is incorporated into this Item 6 by reference. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Aviragen Therapeutics, Inc. Date: February 6, By: /s/ Joseph M. Patti Joseph M. Patti Chief Executive Officer (Principal Executive Officer) By: /s/ Mark Mark P. Colonnese Executive Vice President and Chief Financial Officer (Principal Financial Officer) Filed Incorporation by Reference Exhibit Number Exhibit Title with this Form 10-Q Form File No. Date Filed 2.1 8-K 001-35285 171160761 10-30-2017 2.2 8-K 001-35285 171160761 10-30-2017 2.3 8-K 001-35285 171160761 10-30-2017 31.1* X 31.2* X 32.1* X 101 The following financial information from the Aviragen Therapeutics, Inc. Quarterly Report on Form 10-Q for the period ended December 31, X * This certification is being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of Aviragen Therapeutics, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing. 231) Company Overviewfourthree Phase 2 clinical programs: vapendavir,stage compounds: BTA074 (teslexivir), an oralantiviral treatment for condyloma caused by human papillomavirus types 6 & 11; vapendavir, a capsid inhibitor for the prevention or treatment of rhinovirus (RV) upper respiratory infections in moderate-to-severe asthmatics; vapendavir, for the treatment of RV infections in hematopoietic stem cell transplant patients; infections; and BTA585 an oral (enzaplatovir), a fusion protein inhibitor in development for the treatment of respiratory syncytial virus ("RSV") infections; and BTA074,(RSV) infections. The Company also has a topical antiviral treatment for condyloma caused by human papillomavirus types 6 & 11.preclinical RSV non-fusion inhibitor program. The Company is incorporated in the state of Delaware and its corporate headquarters are located in Alpharetta, Georgia.to dateto-date by other larger pharmaceutical companies under collaboration, license or commercialization agreements with the Company, it has not independently developed or received regulatory approval for any product candidate, and the Company does not currently have any sales, marketing or commercial capabilities. Therefore, it is possible that the Company may not successfully derive any significant product revenues from any product candidates that it is developing now, or may develop in the future. The Company expects to incur losses for the foreseeable future as it intends to support the clinical and preclinical development of its product candidates.(i) existing cash, cash equivalents and investments, (ii) proceeds from existing or potential future royalty-bearing licenses or collaborative research and development arrangements, (iii) future equity and/or asset or debt financings, or (iv) other financing arrangements. The Company’s ability to continue to support its operations is dependent, in the near-term, upon managing its cash resources, continuing to receive royalty revenue under existing licenses, entering into future collaboration, license or commercialization agreements, the successful development of its product candidates, executing future financings and ultimately, upon the approval of its products for sale and achieving positive cash flows from operations on a consistent basis. There can be no assurance that additional capital or funds will be available on terms acceptable to the Company, if at all, that the Company will be able to enter into collaboration, license or commercialization agreements in the future, or that the Company will ever generate significant product revenue and become operationally profitable on a consistent basis.investments.(2) Basis of Presentation10-Q10-Q and Rule 10-0110-01 of Regulation S-X.S-X. All material adjustments considered necessary for a fair presentation have been included. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (“SEC”). Except as disclosed herein, there has been no material change in the information disclosed in the notes to the condensed consolidated financial statements included in the Company’sCompany’s Annual Report on Form 10-K10-K that was filed with the SEC on September 13, 2016.1, 2017.2016 2017 are not necessarily indicative of those in future quarters or the annual results that may be expected for the Company’s fiscal year ending June 30, 2017. 2018. For a more complete discussion of the Company’s significant accounting policies and other information, this report should be read in conjunction with the consolidated financial statements for the fiscal year ended June 30, 2016 2017 included in the Company’s Annual Report on Form 10-K.10-K.2016.2017.Aviragen Therapeutics, Inc.Notes to the Condensed Consolidated Financial Statements (unaudited)(for the period ended December 31, 2016)RecentRecently Issued Accounting StandardsFinancial Accounting Standards Board ("FASB")FASB issued authoritative accounting guidance related to revenue from contracts with customers. This guidance is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This guidance is effective for annual reporting periods beginningbeginning after December 15, 2017. Accordingly, the Company will adopt this guidance on July 1, 2018. Companies may use either a full retrospective or a modified retrospective approach to adopt this guidance. The Company is evaluating which transition approach to use and its impact, if any, on its consolidated financial statements.August 2014, the FASB issued authoritative accounting guidance related to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. This guidance is effective for annual reporting ending after December 15, 2016, and for annual periods and interim periods thereafter, with early application permitted. Accordingly, the standard is effective for the Company on June 30, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.In January 2016, the FASB issued guidance related to financial instruments - overall recognition and measurement of financial assets and financial liabilities. The guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The update to the standard is effective for public companies for interim and annual periods beginning after December 15, 2017. Accordingly, the standard is effective for the Company on July 1, 2018. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.MarchAugust 2016, the FASB issued guidance on stock compensation. This guidance simplifies the accounting for the taxes related to stock based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The guidance is effective for public companies for annual periods, and interim periods within those annual periods, beginning after December 15, 2016, and early adoption is permitted. The Company is currently evaluating the impact that the guidance will have on the consolidated financial statements.In August 2016, the FASB issued new guidance on how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The standard is effective for the Company beginning July 1, 2018. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on the consolidated financial statements.In January 2017, the FASB amended and clarified guidance related to business combinations and the definition of a business. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Accordingly, the amendments are effective for the Company beginning July 1, 2018. We do not expect the adoption of this guidance to have a material impact on the consolidated financial statements.(3) Fair Value Measurements Aviragen Therapeutics, Inc.Notes to the Condensed Consolidated Financial Statements (unaudited)(for the period ended December 31, 2016)2016 2017 and June 30, 2016, 2017, by level within the fair value hierarchy. The assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.TThe Companyhe Company’s’s short-term investments as of June 30, 2017 have been classified as Level 2, which have been initially valued at the transaction price and subsequently revalued, at the end of each reporting period, utilizing a third party pricing service. The pricing service utilizes industry standard valuation models and observable market inputs to determine value that include surveying the bond dealer community, obtaining benchmark quotes, incorporating relevant trade data, and updating spreads daily. There have been no transfers of assets or liabilities between the fair value measurement classifications. $ 10.7 $ 7.7 $ 3.0 $ — $ 18.7 $ 7.0 $ 11.7 $ — 11.1 — 11.1 — — — — — $ 21.8 $ 7.7 $ 14.1 $ — $ 18.7 $ 7.0 $ 11.7 $ — Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable (in millions) Assets Inputs $ 1.5 $ 1.5 $ — $ — $ 10.9 $ 5.9 $ 5.0 $ — 10.0 9.3 — — 20.9 — $ 20.8 $ 11.5 $ 9.3 $ — $ 31.8 $ 5.9 $ 25.9 $ — funds.funds, corporate notes and commercial paper with original maturities of 90 or fewer days when purchased. Short-term investments consist of certificates of deposit, corporate securities, U.S. Treasury securities andU.S. agency securities, classified as available-for-sale and have maturities less than365 days from the date of acquisition.2016 2017 and June 30, 2016 2017 aggregated by major security type: $ 7.7 $ - $ - $ 7.7 $ 7.0 $ - $ - $ 7.0 9.4 - - 9.4 6.5 - - 6.5 3.0 - - 3.0 5.2 - - 5.2 1.7 - - 1.7 $ 21.8 $ - $ - $ 21.8 $ 18.7 $ - $ - $ 18.7 Aviragen Therapeutics, Inc.Notes to the Condensed Consolidated Financial Statements (unaudited)(for the period ended December 31, 2016) $ 1.5 $ — $ — $ 1.5 $ 5.9 $ — $ — $ 5.9 2.0 — — 2.0 7.0 — — 7.0 8.5 — — 8.5 2.9 0.1 — 3.0 17.4 — — 17.4 7.3 — — 7.3 $ 20.7 $ 0.1 $ — $ 20.8 $ 31.8 $ — $ — $ 31.8 2016, the Company had no investments in an unrealized gain (loss) position. As of 2017 and June 30, 2016, 2017, the Company had investments in an unrealized gain position.(loss) position below material disclosure thresholds in the table above. The Company has determined that the unrealized gains and losses on these investments arewere temporary in nature and expectsexpected the security to mature at its stated maturity principal. All available-for-sale securities held at December 31, 2016, 2017, will mature within a in less than one year period. year. The fair value of cash, accounts receivable, accounts payable and accrued liabilities approximate their carrying value because of the short-term nature of these financial instruments respectively, at December 31 2016 , 2017and June 30, 2016.2017, respectively. The fair value of the Company’s short-term note payable, which is measured using Level 2 inputs, approximates book value, atDecember 31 2016 , 2017and June 30, 2016.2017.(4)(4) Accrued and Other Current Liabilities $ 0.5 $ 0.1 0.5 0.6 4.6 2.2 - 0.7 $ 5.6 $ 3.6 $ 0.7 $ 0.4 1.3 0.4 0.5 1.8 - 0.3 $ 2.5 $ 2.9 5) Liabilities Related to Sale of Future Royalties$20$20 million to HealthCare Royalty Partners III, L.P. (“HCRP”). Under the relevant accounting guidance, due to a limit on the amount of royalties that HCRP can earn under the arrangement, this transaction was accounted for as a liability that will be amortized using the interest method over the life of the arrangement. The Company has no obligation to pay any amounts to HCRP other than to pass through to HCRP its share of royalties as they are received from Daiichi Sankyo. As of December 31, 2016 and June 30, 2016, the amount receivable from Daiichi Sankyo related to the HCRP transaction was $2.2 million and $0.2 million, respectively, which has been included in “Accounts Receivable” in the accompanying condensed consolidated balance sheets.requiredrequired to estimate the total amount of future royalty payments to be received under the License Agreement with Daiichi Sankyo and the payments that will be passed through to HCRP over the life of the agreement. The sum of the pass through amounts less the net proceeds received will be recorded as non-cash interest expense over the life of the liability. Consequently, the Company imputes interest on the unamortized portion of the liability and records non-cash interest expense using an estimated effective interest rate. The Company will periodically assess the expected royalty payments, and to the extent such payments are greater or less than the initial estimate, the Company will adjust the amortization of the liability and interest rate. As a result of this accounting, even though the Company does not retain HCRP’s share of the royalties, it will continue to record non-cash revenue related to those royalties until the amount of the associated liability and related interest is fully amortized.Aviragen Therapeutics, Inc.Notes to the Condensed Consolidated Financial Statements (unaudited)(for the period ended December 31, 2016)2016:2017: $ 18.1 $ 16.7 (0.2 ) (0.3 ) 0.9 0.8 $ 18.8 $ 17.2 ) Net Loss per sharetablestables set forth the computation of historical basic and diluted net loss per share.
December 31, $ (9.1 $ (6.5 38,640,487 38,636,946 - - 38,640,487 38,636,946 $ (0.24 $ (0.17 $ (0.24 $ (0.17 5,645,543 4,631,556
December 31,
December 31, $ (19.1 $ (13.2 $ (3.4 $ (9.1 38,640,487 38,630,587 38,649,237 38,640,487 - - - - 38,640,487 38,630,587 38,649,237 38,640,487 $ (0.49 $ (0.34 $ (0.09 $ (0.24 $ (0.49 $ (0.34 $ (0.09 $ (0.24 5,645,543 4,619,210 6,898,629 5,645,543
December 31, $ (8.7 $ (19.1 38,649,237 38,640,487 - - 38,649,237 38,640,487 $ (0.23 $ (0.49 $ (0.23 $ (0.49 6,898,629 5,645,543 Aviragen Therapeutics, Inc.Notes to the Condensed Consolidated Financial Statements (unaudited)(for the period ended December 31, 2016)(7Licenses, Royalty Collaborative and Contractual Arrangements(“NI”) marketed by GSK as Relenza®Relenza® to treat influenza. Under the terms of the agreement, the Company licensed zanamivir to GSK on an exclusive, worldwide basis and has been entitled to receive royalty payments of 7% of GSK's annual net sales of Relenza® in the U.S., Europe, Japan and certain other countries as well as 10% of GSK's annual net sales of Relenza® in Australia, New Zealand, South Africa and Indonesia.basis. Most of the Company’s Relenza® patents have expired and the only substantial remaining intellectual property related to the Relenza® patent portfolio is scheduled to expire in July 2019in Japan. Until that patent expires, the Company will receive a 7% royalty on GSK’s annual net sales of Relenza® in Japan.In September 2010,Under the Inavir® was approved for sale by the Japanese Ministry of Health and Welfare for the treatment of influenza in adults and children. Under the Inavir License Agreement, the Company currently receives a 4% royalty on net sales of Inavir® in Japan and is eligible to earn sales milestone payments. Under the Inavir® License Agreement, the Company and Daiichi Sankyo have cross-licensed the world-wide rights to develop and commercialize the related intellectual property, and have agreed to share equally in any royalties, license fees, or milestone or other payments received from any third party licenses outside of Japan. Patents onThe patent relating to hydrates and the compositioncrystalline form of matter for LANI used in Inavir® expires in 2021 (not including extensions) in the U.S. and EU and in 2024 in Japan. In February 2015, a patent containing claims relevant to the manufacture of Inavir® was issued in Japan generally expireand expires in 2024.December 2029.$20$20 million cash payment to the Company in consideration for acquiring from the SellersCompany certain royalty rights (“Royalty Rights”) related to the approved product Inavir® in the Japanese market. The Royalty Rights were obtained pursuant to the Inavir License Agreement. $ 1.5 $ 1.0 $ - $ 1.5 - 0.7 2.3 - 2.7 2.3 $ 3.8 $ 1.7 $ 2.7 $ 3.8 $ 1.6 $ 2.7 $ - $ 1.6 - 0.7 2.3 - 2.8 2.3 $ 3.9 $ 3.4 $ 2.8 $ 3.9 $10,000$10,000 to GSURF annually until the license agreement expires or is terminated. The Company also entered into a two year sponsored research agreement with GSURF for annual sponsored research payments.Aviragen Therapeutics, Inc. NotesOn December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Condensed Consolidated Financial Statements (unaudited)
Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act significantly revises the future ongoing U.S. corporate income tax by, among other things, lowering U. S. corporate income tax rates and implementing a territorial tax system. Since the Company is a calendar year tax filer, the lower corporate income tax rate will be effective beginning January 1, 2018.(’s deferred tax assets and liabilities will be remeasured to incorporate the lower corporate tax rate of 21% into its tax provision; however, since the Company maintains a full valuation allowance, there is no net impact to income tax expense reported in the Company’s financial statements for the period ended December 31, 2016)periods presented as the provisional valuation allowance will be adjusted accordingly. At this time, the Company is still evaluating the impact of this remeasurement.InThere are also certain transitional impacts of the Tax Act. As part of the transition to the new territorial tax system, the Tax Act imposes a one-time repatriation tax on deemed repatriation of historical earnings and profits (“E&P”) of foreign subsidiaries. Due to the complexity of this calculation and the information required to complete such a calculation, the Company is still reviewing its E&P from our foreign subsidiaries in connection with the one-time transition tax. ’s BTA585 clinical trial, is also currently analyzing its global working capital and cash requirements and the potential tax liabilities attributable to a Clinical Research Organization (“CRO”), engaged byrepatriation, including calculating any excess of the amount for financial reporting over the tax basis in its foreign subsidiaries, but has yet to determine whether it plans to change its prior assertion and repatriate earnings. Accordingly, the Company has not recorded any deferred taxes attributable to provide certain services for this trial, notifiedits investments in its foreign subsidiaries. The Company will record the Companytax effects of any change in its intent to explore additional compensation due to a previous delayprior assertion in the trial. In December 2016, the Companyperiod that it completes its analysis and the CRO agreedare able to make a settlementreasonable estimate, and the Company’s insurance carrier agreeddisclose any unrecognized deferred tax liability for temporary differences related to reimburse the Company for the amount of the settlement, less its deductible.foreign investments, if practicable.(8) Share-based CompensationOn November 10, 2016, our stockholders approved the 2016 Equity Incentive Plan (“2016 Equity Plan”), under which a total of 4,794,137 shares may be available for issuance. The 2016 Equity Plan replaced and superseded our amended 2007 Omnibus Equity and Incentive Plan (“Prior Plan”). In addition, under the 2016 Equity Plan all outstanding awards under the Prior Plan will become available for issuance under the 2016 Equity Plan if such awards are forfeited or otherwise terminate. For the three month period ended December 31, 2016 and 2015, the Company recorded share-based compensation expense related to grants from equity incentive plans of $0.5 million and $0.6 million, respectively. For the six month period ended December 31, 2016 and 2015, the Company recorded share-based compensation expense related to grants from equity incentive plans of $0.9 million and $1.2 million, respectively. No income tax benefit was recognizedchanges included in the Tax Act are broad and complex. The final transition impacts of the Tax Act may affect our financial statements and/or disclosures, possibly materially, due to, among other things, changes in interpretations of operations and no share-based compensation expense was capitalized as partthe Tax Act, any legislative action to address questions that arise because of the Tax Act, any assetschanges in accounting standards for income taxes or related interpretations in response to the three month and six month periods ended December 31, 2016 and 2015.Tax Act. The Securities Exchange Commission has issued rules that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts.●anticipated timingexpectations as to report top line-data from our Phase2b SPIRITUS clinical trialwhen top-line safety and efficacy data for vapendavirBTA074 (;teslexivir)are expected;●the information that we will file with respect to our interaction with the Food and Drug Administration regarding its clinical hold for BTA585●;●our timing to initiate our Phase 2 trial of vapendavir for the treatment of RV infections in HSCT patients;●candidatescandidates;;●them;them;●and other existing license and collaboration agreements will allow us to operate; andand●our plan to continue to finance our operations with our existing cash, cash equivalents●proceeds from existing or potential future royalty-bearing licenses, or collaborative researchAviragen stockholders and development arrangements, or through future equity and/or debt financings or other financing vehiclesanticipated timing of the closing of the Merger..(“FDA”(“FDA”) or a similar regulatory body in another country, a data safety monitoring board, or an institutional review board delaying, limiting, suspending or terminating any of the Company’s clinical development programs at any time for a lack of safety, efficacy, tolerability, anti-viral activity, commercial viability, regulatory or manufacturing issues, or any other reason whatsoever; the Company's ability to secure, manage and retain qualified third-party clinical research, preclinical research, data management and contract manufacturing organizations upon which it relies to assist in the design, development, implementation and execution of the clinical and preclinical development of all its product candidates; and these third-party organizations fulfilling their contractual obligations on a timely and satisfactory basis; the safety or efficacy data from planned or ongoing future preclinical and clinical studies of any of its product candidates not supporting the clinical development of that product candidate; the successful enrollment of the requisite number of study participants on a timely basis; the Company’s ability to comply with applicable government regulations in various countries and regions in which we are conducting, or expect to conduct, clinical trials; the Company’s ability to retain and recruit sufficient staff, including key executiveexecutive management and employees, to manage our business; the Company’s ability to maintain, protect or defend its proprietary rights from unauthorized use by others, or not infringe on the intellectual property rights of others; our ability to successfully manage our expenses, operating results and financial position in line with our plans and expectations; the condition of the financial equity and debt markets and our ability to raise sufficient funding in such markets; changes in the general economic business or competitive conditions in the industry or with respect to our product candidates; potential employee resignations on short notice; provisions in certificate of incorporation, bylaws and laws of Delaware containing provisions that could delay or discourage a change in control of the Company; the Company’s obtaining the requisite stockholder approval and other conditions to the Merger being satisfied; and other cautionary statements contained elsewhere in this Quarterly Report on Form10-QForm10-Q and in the Company’s Annual Report on Form 10-K for the year ended June 30, 20162017, as filed with the U.S. Securities and Exchange Commission on September 1,3, 2016 2017. Inc. Inc., Relenza® is a registered trademark of GlaxoSmithKline plc, and Inavir® is a registered trademark of Daiichi Sankyo Company, Ltd., Inc. and its subsidiaries.2016,2017, and our financial condition at that date, and should be read in conjunction with the financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q.fourthree Phase 2 clinical programs: vapendavir,stage compounds: BTA074 (teslexivir), an oralantiviral treatment for condyloma caused by human papillomavirus types 6 & 11; vapendavir, a capsid inhibitor for the prevention or treatment of rhinovirus (RV)(“RV”) upper respiratory infections in moderate-to-severe asthmatics; vapendavir, for the treatment of RV infections in hematopoietic stem cell transplant patients;infections; and BTA585 an oral(enzaplatovir), a fusion protein inhibitor in development for the treatment of respiratory syncytial virus infections; and BTA074, a topical antiviral treatment for condyloma caused by human papillomavirus types 6 & 11. We also have preclinical RSV non-fusion inhibitor program that we believe complements our F-protein inhibitor BTA585.infections.We plan to continue to finance our operations with (i) our existing cash, cash equivalents, and investments (ii) proceeds from existing or potential future royalty-bearing licenses, collaborative research and development arrangements, (iii) future equity and/or forms of asset and debt financing or (iv) other financing arrangements. Our ability to continue to support our operations is dependent, in the near-term, upon our successful management of our cash resources, our continuing to receive royalty revenue under our existing licenses, our ability to enter into future collaboration, license or commercialization agreements, the successful development of our product candidates, our ability to execute future financings, if needed, and ultimately, upon the approval of our products for sale and achievement of positive cash flows from operations on a consistent basis. There can be no assurance that additional capital or funds will be available on terms acceptable to us, if at all, or that we will be able to enter into collaboration, license or commercialization agreements in the future, or that we will ever generate significant product revenue and become operationally profitable on a consistent basis. Recent Clinical Highlights and UpdatesReported Data from the Phase 2a RSV Challenge Study of BTA585. On February 1,October 30, 2017, the Company announced top-line datathat it had entered into the Merger Agreement pursuant to which Vaxart, a privately-held clinical-stage company focused on developing oral recombinant vaccines from its double-blind, placebo-controlled Phase 2a studyproprietary delivery platform, would become a wholly-owned subsidiary of BTA585the Company. This transaction marks the culmination of the Company’s Strategic Review process which was initiated in adults challenged intranasally with respiratory syncytial virus (RSV).April. The data indicated there was notMerger will result in a significant reductionclinical-stage pharmaceutical company focused on developing Vaxart’s oral recombinant vaccines and our direct-acting antivirals to treat infections that have limited therapeutic options. We believe Vaxart’s oral tablet vaccines have the potential to be major products in the primary endpoint, which was viral load. The data suggested biological activity on several of the endpoints, however, the considerable variability in viral load among the cohorts and the small number of subjects that became infected with RSV likely impacted the ability to detect a significant difference between the groups. The safety profile of BTA585 was favorable and consistent across treatment groups. These safety results, together with the other clinical data and the recently completed non-clinical studies, will form the basis for the Company’s interaction with the FDA to discuss lifting the clinical hold on BTA585’s Investigational New Drug application.worldwide vaccine market.Data Readout from Phase 2b SPIRITUS Trial. In FebruaryThe exchange ratio in the Company expectsmerger agreement was determined by Vaxart assigning $60,000,000 in value to report results fromAviragen for its financial and clinical assets, and $90,000,000 in value for its own assets. On a pro forma basis after giving effect to the Phase 2b SPIRITUS trialnumber of vapendavirshares of Aviragen common stock that will be issued to Vaxart security holders in the Merger and assuming no adjustments for cash balances as provided for in the treatment of rhinovirus (RV). The primary endpoint of this multi-center, randomized, double-blind, placebo-controlled dose-ranging study is the change from baseline to study day 14 measured by an asthma control questionnaire (ACQ)-6 total score. The secondary endpoints are focused on safety and tolerability, lung function assessments such as forced expiratory volume in one second (FEV1), incidence of asthma exacerbations, assessmentsMerger Agreement, current Vaxart security holders will own approximately 60% of the severitycombined company and durationcurrent Aviragen security holders will own approximately 40% of cold symptoms measuredthe combined company. The transaction has been approved by the Wisconsin Upper Respiratory Symptom Survey-21 (WURSS-21) and virological assessments.boards of directors of both companies. The Merger is expected to close in February 2018, subject to the approval of the stockholders of each company as well as other customary conditions.Initiation of Phase 2 Trial of Vapendavir for Treatment of RV Infections in Hematopoietic Stem Cell Transplant (HSCT) Patients. InAt the third quarter of fiscal 2017, the Company expects to initiate a Phase 2 trial of vapendavir for the treatment of RV infections in HSCT patients. The primary endpointend of the trialquarter, a small group of dissident stockholders, who call themselves the Concerned Aviragen Shareholders (“CAS”) Group, launched a proxy contest against the proposed merger with Vaxart and are seeking an opportunity to nominate individuals for election to the Company’s Board at our upcoming Annual Meeting. We continue to believe the proposed merger with Vaxart is the best possible strategic alternative, and together, Aviragen and Vaxart will be time-weighted average change from baselinehave the potential to end of treatment visit in RV viral load. Secondary endpoints will include mortality, rate of progression of RV in upper respiratory tract infection to lower respiratory tract infection, duration of RV shedding in HSCT subjects, and proportion with hospitalization and hospitalization time.create meaningful value for stockholders.CRITICALCRITICAL ACCOUNTING POLICIES AND ESTIMATEStherethere have been no changes to our critical accounting policies that require significant judgment and estimates as discussed in detail in our 20162017 annual 10-K filing:Share-basedShare-based compensation20162017 and December 31, 201520162016,2017, we reported a net loss of $9.1$3.4 million, as compared to a net loss of $6.5$9.1 million in the same period of the prior fiscal year. Basic and diluted net loss per share was $0.24$0.09 for the three month period ended December 31, 2016,2017, as compared to a basic and diluted net loss per share of $0.17$0.24 in the same period of 2015.2016. The following commentary provides details underlying changes from last year in the major line items of our statement of operations:increaseddecreased to $3.8$2.7 million for the three month periodperiods ended December 31, 2016 from $1.72017, as compared to $3.8 million in the same period in 2015 mainly2016, mostly due to a decrease in our Relenza royalties. Relenza revenue declined to zero in the three months ended December 31, 2017 from $1.5 million in the same period of the prior fiscal year due to the recognitioncessation of royalties on U.S. sales at the end of 2016 and the unfavorable impact of a returns adjustment in the 2016 period of non-cash royalty revenue related to the sale of certain royalty rights for Inavir® in Japan to HealthCare Royalty Partners III, L.P. in April 2016.current quarter. The following table summarizes the key components of our revenue for the three months ended December 31, 20162017 and 2015:2016: Three Months Ended December 31, $ 1.5 $ 1.0 $ - $ 1.5 - 0.7 2.3 - 2.7 2.3 $ 3.8 $ 1.7 $ 2.7 $ 3.8 increaseddecreased to $10.2$2.5 million for the three months ended December 31, 20162017 from $6.3$10.2 million for the same period in 2015.2016. The following table summarizes the components of our research and development expense for the three months ended December 31, 20162017 and 2015.2016. $ 9.0 $ 5.1 1.1 1.0 0.1 0.2 $ 10.2 $ 6.3 $ 1.4 $ 9.0 1.1 1.1 - 0.1 $ 2.5 $ 10.2 increaseddecreased largely due to reduced clinical trial activity and manufacturing costs, associated with the Phase 2a challenge trial for BTA585, continuing costs for the Phase 2b SPIRITUS clinical trial for vapendavir, and clinical and chemistry expenses for BTA074 for theas two of our three Phase 2 clinical trial that was initiatedtrials came to a close at the end of the prior fiscal year. Salaries, severance and share-based compensation expenses did not change as compared to the same period in February 2016.2016, as decreases due to reductions in personnel in the last quarter of the prior fiscal year were offset by severance expense for employees terminated in the current quarter.was $2.1increased to $3.1 million for both the three months ended December 31, 2016 and2017 from $2.1 million for the same period in 2015.2016, largely due to legal and professional fees related to the proposed merger with Vaxart announced in October 2017 and severance due to a reduction in personnel. The following table summarizes the components of our general and administrative expense for the three months ended December 31, 20162017 and 2015.2016. $ 1.1 $ 1.1 0.4 0.4 0.6 0.6 $ 2.1 $ 2.1 $ 1.2 $ 1.1 1.4 0.4 0.5 0.6 $ 3.1 $ 2.1 gainloss of $0.2$0.1 million in December 31, 20152016 to ano gain or loss of $0.1 million for three months ended December 31, 2016.2017. The negativepositive impact on foreign exchange on our statement of operations was due to fluctuations in foreign currency exchange rates versus the U.S. dollar, largely related to the British Pound and Australian dollar. The vast majority of our cash holdings are held in the U.S. dollar. We re-measure all of our foreign assets and liabilities at the period-end exchange rate and the net effect of these translation adjustments is shown as a foreign currency loss or gain.ResultsResults of Operations for the Six months ended December 31, 20162017 and December 31, 201520162016,2017, we reported a net loss of $19.1$8.7 million, as compared to a net loss of $13.2$19.1 million in the same period of the prior fiscal year. Basic and diluted net loss per share was $0.49$0.23 for the six month period ended December 31, 2016,2017, as compared to a basic and diluted net loss per share of $0.34$0.49 in the same period of 2015.2016. The following commentary provides details underlying changes from last year in the major line items of our statement of operations:increaseddecreased to $3.9$2.8 million for the threesix month periodperiods ended December 31, 2016 from $3.42017, as compared to $3.9 million in the same period in 2015 mainly2016, mostly due to a decrease in our Relenza royalties. Relenza revenue declined to zero in the six months ended December 31, 2017 from $1.6 million in the same period of the prior fiscal year due to the recognitioncessation of royalties on U.S. sales at the end of 2016 and the unfavorable impact of a returns adjustment in the 2016 period of non-cash royalty revenue related to the sale of certain royalty rights for Inavir® in Japan to HealthCare Royalty Partners III, L.P. in April 2016.current year. The following table summarizes the key components of our revenue for the six months ended December 31, 20162017 and 2015.2016: $ 1.6 $ 2.7 $ - $ 1.6 - 0.7 2.3 - 2.8 2.3 $ 3.9 $ 3.4 $ 2.8 $ 3.9 increaseddecreased to $17.8$5.3 million for the six months ended December 31, 20162017 from $11.8$17.8 million for the same period in 2015.2016. The following table summarizes the components of our research and development expense for the six months ended December 31, 20162017 and 2015.2016. $ 15.4 $ 9.4 $ 3.3 $ 15.4 2.2 1.9 1.9 2.2 0.2 0.5 0.1 0.2 $ 17.8 $ 11.8 $ 5.3 $ 17.8 increaseddecreased largely due to reduced clinical trial activity and manufacturing costs, associated with the Phase 2a challenge trial for BTA585, continuing costs for the Phase 2b SPIRITUS clinical trial for vapendavir, and clinical and chemistry expenses for BTA074 for theas two of our three Phase 2 clinical trial that was initiatedtrials came to a close at the end of the prior fiscal year. Salaries, severance and share-based compensation expenses decreased compared to the same period in February 2016.2016 due to a reduction in personnel in the last quarter of the prior fiscal year, partially offset by severance expense for employees terminated in the current year.was $4.3increased to $5.4 million for the six months ended December 31, 2016 compared to $4.42017 from $4.3 million for the same period in 2015.2016, largely due to legal and professional fees related to the proposed merger with Vaxart announced in October 2017 and severance due to a reduction in personnel. The following table summarizes the components of our general and administrative expense for the six months ended December 31, 20162017 and 2015.2016. $ 2.0 $ 2.5 $ 2.3 $ 2.0 1.1 0.6 2.0 1.1 1.2 1.3 1.1 1.2 $ 4.3 $ 4.4 $ 5.4 $ 4.3 Salaries, benefits and share-based compensation decreased primarily due to a reduction in administrative personnel. Professional and legal fees expenses increased due to timing of audit and tax fees incurred compared to the same period in the prior year.Foreign Exchange Loss (Gain),net. The impact of foreign exchange changed from a loss of $0.5 million in December 31, 2015 to no impact for the six months ended December 31, 2016. The positive impact on foreign exchange on our statement of operations was due to fluctuations in foreign currency exchange rates versus the U.S. dollar, largely related to the British Pound and Australian Dollar. The vast majority of our cash holdings are held in the U.S. dollar. We re-measure all of our foreign assets and liabilities at the period-end exchange rate and the net effect of these translation adjustments is shown as a foreign currency loss or gain.2016,2017, cash and cash equivalents decreasedincreased by $11.6$11.7 million. This decreaseincrease was primarily the result of the maturities of our operating activities, offset in part by the maturity of short termshort-term investments.$19.7$9.2 million for the six months ended December 31, 2016,2017, which reflected our net loss during the period of $19.1$8.7 million, a net decrease in a net operating assets of $0.5 million and a decrease in operating liabilities of $0.1 million, partially offset by net non-cash adjustments of $0.5 million, a net increase in operating assets of $1.5 million, offset by the net increase in operating liabilities of $1.4$1.1 million. Non-cash adjustments consist of $2.3$2.7 million in non-cash royalty income, net of withholding taxes, partially offset by $0.9$0.8 million in non-cash interest expense and $0.9$0.8 million in share-based compensation expense.and preclinical studies, manufacturing and formulation of our product candidates,trial for BTA074 (teslexivir), as well as ongoing general and administrative expenses.expenses including legal and professional fees related to the proposed merger with Vaxart. The net changechanges in operating assets and liabilities primarily reflects a $0.1 million increase in prepaid expenses and $1.4 million increase in accounts receivable, which is largely related to royalty income, offset by a $1.4 million increasedecrease in accounts payable and accrued expenses.expense due to reduced clinical trial activity, offset by a $0.2 million decrease in prepaid expenses, also due to reduced clinical trial activity and a $0.3 million decrease in cash receivables primarily related to receipt of a research and development tax credit.20162017 consisted of the maturity of $16.6$27.9 million of investments, partially offset by the purchase of $8.4$7.0 million of investments.2016,2017, our cash and cash equivalents and investments totaled $49.2$29.4 million. Our cash and cash equivalents are currently held in the form of short-term deposits with large U.S. banks. Our short-term investments consist primarily of certificates of depositbanks, commercial paper and highly-rated corporate securities.Our future funding requirements are difficult to determine and will depend on a number of factors, including:●the development timelines and plans for our product candidates, including any changes to those timelines, plans or our strategy;●the variability, timing and costs associated with conducting clinical trials for our product candidates, the rate of enrollment in such clinical trials, and the results of these clinical trials;●the variability, timing and costs associated with conducting preclinical studies, and the results of these studies;●the cost of scaling up, formulating and manufacturing preclinical and clinical trial materials to evaluate our product candidates;●whether we receive regulatory approval to advance or begin the clinical development of our product candidates in a timely manner, if at all;●the cost and time to obtain regulatory approvals required to advance the development of our product candidates;●the scope and size of our research and development efforts;●the variability of future royalty revenue we may receive from existing royalty-bearing license agreements;●the size and cost of the general and administrative function we need to manage our operations, including the infrastructure to support being a publicly-traded company; and●the cost of filing, prosecuting, and enforcing patent and other intellectual property claims.and investments of approximately $49.2$29.4 million as well as our accounts receivable as of December 31, 2016,2017, along with the anticipated proceeds from existing royalty-bearing licenses will enable us to operate for a period of at least 12 months.months from the date of this report.At-The-Market ("ATM")ATM facility in place, which may allow us to quickly access the equity capital markets if we think it is prudent to do so and if market conditions allow. However, we currently do not have any commitments for future funding, nor do we anticipate that we will generate significant revenue, aside from revenue from existing royalty-bearing arrangements. Therefore, in order to meet our anticipated liquidity needs beyond 12 months to support the development of our product candidates, or possibly sooner in the event we enter into other transactions or revise our strategy or development plans, we may need to raise or secure additional capital. If we do, we would expect to do so primarily through the sale of additional common stock or other equity securities, as well as through proceeds from future licensing agreements, strategic collaborations, forms of asset or debt financing, or any other financing arrangement. Funds from these sources may not be available to us on acceptable terms, if at all, and our failure to raise such funds could have a material adverse impact on our future business strategy and plans, financial condition and results of operations. If adequate funds are not available to us on acceptable terms in the future, we may be required to delay, reduce the scope of, or eliminate one or more, if not all, of our research and development programs, or delay or curtail preclinical studies and clinical trials, or reduce our internal cost structure. If additional capital is not available to us on acceptable terms, we may need to obtain funds through license agreements, or collaborative or partner arrangements pursuant to which we will likely relinquish rights to certain product candidates that we might otherwise choose to develop or commercialize independently, or be forced to enter into such arrangements earlier than we would prefer, which would likely result in less favorable transaction terms. Additional equity financings may be dilutive to holders of our common stock, and debt financing, if available, may involve significant payment obligations and restrictive covenants that restrict how we operate our business.2016.2017.2016.2017.20162017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 2016. 2017. The Company is also subject to the risk factors set forth under the captions “Risks Related to the Merger,” “Risks Related to Aviragen” and “Risks Related to the Combined Company” in the Prospectus that is part of the Registration Statement on Form S-4 (File No. 333-222009), as amended, filed with the Securities and Exchange Commission by the Company and declared effective on December 29, 2017. We have also described below those risks that reflect substantive changes from, or additions to, the risks described in our Annual Report on Form 10-K and Form S-4, as amended, referred to above. These risks may result in material harm to our business and our financial condition and results of operations. In this event, the market price of our common stock may decline and you could lose part or all of your investment. We have described below those risks that reflect substantive changes from, or additions to, the risks described in our Annual Report on Form 10‑K for the fiscal year ended June 30, 2016.Royalty revenues from Relenza® and Inavir®are unpredictable andWe may be subject to the seasonal incidence and severityactions of influenza, which could adversely affect our results of operations and financial condition. Moreover, because we sold a portion of the royalty on Inaviractivist shareholders.®, we expect our royalty cash flows from sales of Inavir® to be substantially lower than historical levels.currently earn royalty revenue fromhave been the net salessubject of Relenza®increased activity by activist shareholders, including Digirad Corporation, East Hill Management Company, LLC, Thomas M. Clay, and Inavir®, which are marketed bycertain other investors (collectively, the “Activist Group”). Responding to shareholder activism can be costly and time-consuming, disrupt our licensees. Althoughoperations and divert the royalty rates paidattention of management and our employees. Activist campaigns, including the Activist Group’s ongoing campaign against our proposed transaction with Vaxart and the Activist Group’s notice of its intention to us bynominate a competing director slate for election at our licensees are fixed at a proportion of our licensees’ net sales of these products, our periodic and annual revenues from these royalties have historically been variable and subject to fluctuation based on the seasonal incidence and severity of influenza. In addition, returns of productsstockholder meeting scheduled for April 11, 2018, can create uncertainties as to our licensees that were sold in prior years are taken into accountfuture direction, strategy and leadership and may result in the calculationloss of net sales for purposespotential business opportunities and cause our stock price to experience periods of determining the royalty revenue we receivevolatility. Moreover, if individuals are elected to our board of directors with a specific agenda, our ability to effectively and the amount of such returns are generally unpredictable. We cannot predict with any certainty whattimely implement our royalty revenues are likely tocurrent initiatives, retain and attract experienced executives and employees and execute on our current business strategy may be in any given year. Because we sold a portion of the royalty on Inavir®, we expect our Inavir® royalty cash flows to be substantially lower than historical levels. Further, most of our Relenza® patents have expired and the only substantial remaining intellectual property related to the Relenza® patent portfolio, which is solely owned by us and exclusively licensed to GSK, is scheduled to expire in July 2019 in Japan.adversely affected.If we are unable to adequately protect or expand our intellectual property related to our products, or current or future product candidates, our business prospects could be materially harmed.Our business success depends in part on our ability to:●obtain, maintain and protect our intellectual property rights;●protect our trade secrets; and●prevent others from infringing on our proprietary rights or patents.We can protect our proprietary intellectual property rights from unauthorized use by third parties only to the extent that our proprietary rights are covered by valid and enforceable patents or are effectively maintained as trade secrets. The patent position of pharmaceutical and biopharmaceutical companies involves complex legal and factual questions, and, therefore, we cannot predict with certainty whether we will be able to ultimately enforce our patents or proprietary rights, or avoid infringing on the patents or proprietary rights of others. Any issued patents that we own or otherwise have rights to may be challenged, invalidated or circumvented, and may not provide us with the protection against competitors that we anticipate.The degree of future protection for our proprietary intellectual property rights is uncertain because issued patents and other legal means of establishing proprietary rights afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage. Our future patent position will be influenced by the following factors:●we, or our licensors, may not have been the first to discover the inventions covered by each of our or our licensors’ pending patent applications and issued patents, and we may have to engage in expensive and protracted interference proceedings to determine priority of invention;●our, or our licensors’, pending patent applications may be denied and may not result in issued patents;●our, or our licensors’, issued patents may not provide a basis for commercially viable products, may not provide us with any competitive advantages, or may be challenged by third parties; and●third parties may develop intellectual property that circumvents our or our licensors’ patent claims or design competitive intellectual property and ultimately product candidates that fall outside the scope of our or our licensors’ patents.Due to the extensive time required for the development, testing and regulatory review and approval of a product candidate, it is possible that before a product candidate of ours may be approved for sale and commercialized, our relevant patent rights may expire, or such patent rights may remain in force for only a short period following marketing approval. We currently rely on certain patents to provide us and our licensees with exclusive rights for certain of our products. When all patents underlying a license expire, our revenue from that license may cease, and there can be no assurance that we will be able to replace it with revenue from new or existing licenses.Zanamivir, a neuraminidase inhibitor approved for the treatment and prevention of influenza A and B, is marketed worldwide as Relenza® by GSK. Most of our Relenza® patents have expired and the only substantial remaining intellectual property related to the Relenza® patent portfolio, which is solely owned by us and exclusively licensed to GSK, is scheduled to expire in July 2019 in Japan. On October 18, 2016, the United States Court of Appeals for the Federal Circuit affirmed the rejection of all pending claims of U.S. Patent Application No. 08/737,141. Accordingly, no future United States royalties beyond those previously committed will be owed by GSK.LANI, a long acting NI for the treatment and prevention of influenza A and B, is currently marketed as Inavir® in Japan by Daiichi-Sankyo. The patent relating to the structure of LANI expires in 2017 in the U.S., the EU and Japan. The patent relating to hydrates and the crystalline form of LANI actually used in the product expires in 2021 (not including extensions) in the U.S. and EU and in 2024 in Japan. In February 2015, a patent containing claims relevant to the manufacture of Inavir® was issued in Japan and expires in December 2029. The dry-powder inhaler device patent portfolio, which includes TwinCaps®, is owned by Hovione International Limited (“Hovione”) and is exclusively licensed to us and Daiichi Sankyo worldwide for the prevention and treatment of influenza and other influenza-like viral infections. These patents will expire in 2029 in the U.S., and in 2027 in the EU and Japan.Vapendavir is an oral direct acting antiviral we are developing to treat HRV infections. We exclusively own the vapendavir patent portfolio, and issued claims under this portfolio will begin to expire in some countries in December 2021, not including extensions. Claims filed in recent patent applications related to a free-base form of vapendavir, if allowed, would extend coverage until 2034, without extensions, however we cannot make any assurance that these claims will be allowed.BTA074 is a direct-acting antiviral we are developing as a topical treatment for genital warts caused by HPV 6 and 11. The patent containing composition of matter claims expires in the U.S. in 2029 without extensions. Pending U.S. patent applications related to pharmaceutical compositions and methods of synthesis of BTA074 if allowed, would extend coverage until 2033, without extensions, however we cannot make any assurance that these claims will be allowed.We also own a patent portfolio focused on developing oral antivirals for RSV. Issued patent claims covering the BTA585 composition of matter will begin to expire in 2031 without extensions.Patent rights may not provide us with adequate proprietary protection or competitive advantages against competitors with or developing similar technologies or approaches to ours. The laws of certain foreign countries do not protect intellectual property rights to the same extent as do the laws of the U.S., and certain countries may lack adequate rules and procedures for defending our intellectual property rights. For example, we may not be able to prevent a third party from infringing our patents in a country that does not recognize or enforce patent rights, or that imposes compulsory licenses on or restricts the prices of drugs. Changes in either patent laws or in interpretations of patent laws in the U.S. and other countries may diminish the value of our intellectual property. We may need to in-license certain technologies to successfully develop and commercialize our product candidates. We may not develop or obtain rights to products or processes that are patentable. Even if we or our licensors do obtain patents, such patents may not adequately protect the products or technologies licensed, or may otherwise be limited in scope. In addition, we may not have total control over the patent prosecution of subject matter that we license from others. Accordingly, we may be unable to exercise the same degree of control over this intellectual property as we would over our own. Others may challenge, seek to invalidate, infringe or circumvent any pending or issued patents we own or license, and rights we receive under those issued patents may not provide competitive advantages to us. We cannot assure you of the degree of protection that will be afforded by any of our issued or pending patents, or those licensed by us.We cannot be sure that any patents will be issued from the patent applications we own or have licensed or, should any patents issue, that we will be provided with adequate protection against potentially competitive products. Furthermore, we cannot be sure that patents issued or licensed to us will be of any commercial value, or that private parties or competitors will not successfully challenge these patents or circumvent our patent position in the U.S. or abroad. In the absence of adequate patent protection, our business may be adversely affected by competitors who develop comparable technology or products.Our certificate of incorporation, our bylaws, and the laws of Delaware contain provisions that could discourage, delay or prevent a change in our control or in our management.Certain provisions of our restated certificate of incorporation, our bylaws and the laws of Delaware, the state in which we are incorporated, may discourage, delay or prevent a change in control of us or a change in our directors or management that stockholders may consider favorable. These provisions:●allow the authorized number of directors to be changed only by resolution of our Board of Directors;●removal of Directors from office at any time, but only by the affirmative vote of the holders of at least seventy-five (75%) of the voting power of all of the then-outstanding shares of capital stock of the corporation entitled to vote generally in the election of Directors;●authorize our Board of Directors to issue without stockholder approval, up to 5,000,000 shares of preferred stock, the rights of which will be determined at the discretion of the Board of Directors that, if issued, could operate as a “poison pill” to dilute the stock ownership of a potential hostile acquirer to prevent an acquisition that is not approved by our Board of Directors;●establish advance notice requirements for stockholder nominations to our Board of Directors or for stockholder proposals that can be acted on at stockholder meetings;●limit who may call stockholder meetings; and●contain a fair price provision.In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which may, unless certain criteria are met, prohibit large stockholders, in particular those owning 15% or more of the voting rights of our common stock, from merging or combining with us for a prescribed period of time. These provisions could discourage proxy contests and make it more difficult for you and other stockholders to remove and elect directors and take other corporate actions. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock.NotNot applicable.None.None.20172018MarkP. Colonnese 20162017 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations for the Three months, (iii) the Condensed Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements26