UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 17, 2015
BG Medicine, Inc.
(Exact Name of Registrant as Specified in Its Charter)
001-33827
(Commission
File
Number)
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| Delaware |
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04-3506204 |
| (State or Other Jurisdiction
of Incorporation) |
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(IRS Employer
Identification No.) |
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| 303 Wyman Street, Suite 300, Waltham, Massachusetts |
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02451 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
(781) 890-1199
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
In a press release dated November 17, 2015 (the “earnings press release”), BG Medicine, Inc. (the “Company,” “we”)
announced financial results for the fiscal quarter ended September 30, 2015 and provided a business update. A copy of the earnings press release is attached hereto as Exhibit 99.1. The information in the first paragraph
under the heading “Third Quarter 2015 Results” and the information under the headings “Results for Nine Months Ended September 30, 2015” and “Business Update Conference Call and Web Cast” and the consolidated
financial information included in the earnings press release are incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.
Item 8.01. Other Events.
Also in
the earnings press release, the Company provided a business update. The information set forth in the second paragraph of the earnings press release, the second paragraph under the heading “Third Quarter 2015 Results,” and
the forward-looking statement disclaimer at the end of the earnings press release, are incorporated by reference into this Item 8.01 of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
Earnings press release dated November 17, 2015. |
As indicated herein, certain portions of
the earnings press release are being furnished pursuant to Item 2.02 of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly
set forth by specific reference in such filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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BG MEDICINE, INC. |
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| Date: November 17, 2015 |
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/s/ Stephen P. Hall |
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Stephen P. Hall Executive Vice President
& Chief Financial Officer |
Exhibit 99.1
BG Medicine Reports Third Quarter 2015 Financial Results
Waltham, Mass., November 17, 2015 – BG Medicine, Inc. (OTCQB: BGMD), the developer of the BGM Galectin-3® Test, today reported financial results for the three and nine months ended September 30, 2015.
“Our operating results in the third quarter of 2015 reflect our ongoing efforts to extend our cash runway through the prudent and disciplined management
of our resources, “ said Paul R. Sohmer, M.D., President and CEO of BG Medicine (the “Company”). “The commercialization of automated testing for galectin-3 in the U.S. was initiated in the third quarter. As a result, we continue
to expect that product fees generated through the initial sales of automated tests for galectin-3 in the U.S. and payable to the Company by Abbott will be reported next quarter.”
Third Quarter 2015 Results
The Company reported net loss
for the third quarter of 2015 of $1.0 million, a 57% improvement from the $2.4 million net loss reported in the third quarter of 2014, on total revenues of $334 thousand in the third quarter of 2015 versus total revenues of $695 thousand in the
third quarter of 2014. The decrease in revenues resulted from a decline in orders from our largest clinical laboratory customer who emerged from bankruptcy in the fourth quarter of 2015. Operating expenses for the second quarter of 2014 declined by
53% from the prior year quarter. Net loss per share attributable to common shareholders in the third quarter of 2015 was $0.27 as compared to $0.28 in 2014.
“We continue to focus on ensuring that we have adequate resources to provide support to the development, market introduction and market expansion of
automated testing for galectin-3 by our automated partners, “ said Dr. Sohmer. “During the nine months of 2015, we raised additional capital and continued to significantly reduce our operating expenses and cash burn.”
Results for Nine Months Ended September 30, 2015
For the nine months ended September 30, 2015, the Company reported net loss of $4.4 million, a 35% improvement from the $6.7 million net loss
reported for the nine months ended September 30, 2014, on total revenues of $1.3 million versus total revenues of $2.2 million in the first nine months of 2014. Operating expenses for the nine months ended September 30, 2015 declined by
40% from the same time period in 2014. Net loss per share attributable to common shareholders for the first nine months of 2015 was $0.66 as compared to $0.84 in the first nine months of 2014. Operating cash burn declined by $4.5 million, a 63%
decrease, to $2.6 million compared to $7.1 million in 2014.
Business Update Conference Call and Web Cast
The Company will host a business update conference call and webcast on Tuesday, November 17, 2015, beginning at 8:30 am Eastern Time. The conference call
may be accessed by dialing (877) 845-1016 from the U.S. and Canada, or (708) 290-1155 from international locations. The conference call will also be available via the Internet at www.bg-medicine.com. Listeners are encouraged to login at
least 15 minutes prior to the start of the scheduled presentation to register, download and install any necessary audio software.
About BG Medicine
BG Medicine, Inc. (OTCQB:BGMD), the developer of the BGM Galectin-3® Test, is focused on the
development and delivery of diagnostic solutions to aid in the clinical management of heart failure and related disorders. For additional information about BG Medicine, heart failure and galectin-3 testing, please visit www.bg-medicine.com.
The BG Medicine Inc. logo is available for download here
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but
not limited to, the statements made by Dr. Sohmer. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to
update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise. These forward-looking statements are neither promises nor guarantees of future performance, and
are subject to a variety of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. In particular, the risks and
uncertainties include, among other things, our cash position; our ability to raise sufficient capital to continue our operations and grow our business; our ability to continue as a going concern; our history of operating losses; the ability of our
automated partners to successfully develop, market, commercialize and achieve widespread market penetration for their automated galectin-3 tests; our estimates of future performance, including the expected timing of the market introduction of
automated galectin-3 tests by our automated partners; our ability to conduct the clinical studies required for regulatory clearance or approval and to demonstrate the clinical benefits and cost-effectiveness to support commercial acceptance of our
products; the timing, costs and other limitations involved in obtaining regulatory clearance or approval for any of our products; our ability to obtain regulatory clearance or approval for any of our products; our ability to maintain product fees
from our automated partners to generate sufficient profit margins; our ability to provide sufficient evidence of clinical utility for our galectin-3 test and to differentiate it from competing cardiovascular diagnostics tests; our ability to
successfully market, commercialize and achieve widespread market penetration for our cardiovascular diagnostic tests; our ability to generate sufficient product revenue to sustain our commercial diagnostics business; our expectations regarding the
impact on our galectin-3 test sales as a result of focusing our sales efforts on the hospital readmissions problem and associated penalties facing our clients; the potential benefits of our products over current medical practices or other
diagnostics; our ability to successfully develop, receive regulatory clearance or approval, commercialize and achieve market acceptance for any of our products; willingness of third-party payers to reimburse for the cost of our tests at prices that
allow us to generate sufficient profit margins; our reliance on third parties to develop and distribute our products, including our ability to enter into collaboration agreements with respect to our products and the performance of our collaborative
partners under such agreements; our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others; the expected timing, progress or success of our research and development
and commercialization efforts; our ability to identify and contract with laboratories who can support the needs of our development efforts; our estimates regarding anticipated operating losses, future revenue, expenses, capital requirements and our
needs for additional financing; our ability to retain qualified personnel; the limited public float and trading volume for our common stock and volatility in our stock price; the limited liquidity of our common stock, exacerbated by our recent
delisting from NASDAQ and transition to the OTC Markets’ OTCQB market tier; and other factors discussed in the
Company’s most recent Annual Report on Form 10-K as well as other documents that may be filed by the Company from time to time with the Securities and Exchange Commission or otherwise made
public. All information in this press release is as of the date of the release, and BG Medicine undertakes no duty to update this information unless required by law.
Contact:
Stephen Hall, EVP & Chief Financial
Officer
(781) 890-1199
BG Medicine, Inc. and Subsidiary
Unaudited Consolidated Statements of Operations
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2015 |
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2014 |
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2015 |
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2014 |
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(in thousands, except share and per share data) |
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| Revenues: |
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| Product revenues |
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$ |
274 |
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$ |
669 |
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$ |
1,160 |
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$ |
2,158 |
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| Product fee revenues |
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60 |
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26 |
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116 |
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75 |
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| Total revenues |
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334 |
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695 |
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1,276 |
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2,233 |
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| Costs and operating expenses: |
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| Product costs |
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103 |
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234 |
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423 |
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764 |
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| Research and development |
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333 |
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724 |
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1,314 |
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1,855 |
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| Selling and marketing |
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4 |
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647 |
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289 |
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2,069 |
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| General and administrative |
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920 |
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1,323 |
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2,978 |
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3,696 |
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| Total costs and operating expenses |
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1,360 |
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2,928 |
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5,004 |
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8,384 |
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| Loss from operations |
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(1,026 |
) |
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(2,233 |
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(3,728 |
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(6,151 |
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| Interest income |
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— |
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— |
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— |
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2 |
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| Interest expense |
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(4 |
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(165 |
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(159 |
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(597 |
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| Other income (loss) |
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7 |
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1 |
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(514 |
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2 |
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| Net loss |
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$ |
(1,023 |
) |
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$ |
(2,397 |
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$ |
(4,401 |
) |
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$ |
(6,744 |
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| Preferred Stock Dividend |
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(41 |
) |
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— |
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(41 |
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— |
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| Deemed dividend on beneficial conversion feature |
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(1,507 |
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— |
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(1,507 |
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— |
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| Accretion of convertible preferred stock to liquidation value |
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(56 |
) |
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— |
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(56 |
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— |
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| Net loss attributable to common shareholders |
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$ |
(2,627 |
) |
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$ |
(2,397 |
) |
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$ |
(6,005 |
) |
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$ |
(6,744 |
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| Net loss per share attributable to common shareholders - basic and diluted |
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$ |
(0.27 |
) |
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$ |
(0.28 |
) |
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$ |
(0.66 |
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$ |
(0.84 |
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BG Medicine, Inc. and Subsidiary
Unaudited Condensed Consolidated Balance Sheets
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September 30, 2015 |
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December 31, 2014 |
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(in thousands, except share and per share data) |
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| Assets |
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| Current assets |
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| Cash |
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$ |
2,642 |
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$ |
4,123 |
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| Accounts receivable, net |
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152 |
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174 |
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| Inventory |
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223 |
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400 |
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| Prepaid expenses and other current assets |
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139 |
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154 |
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| Total current assets |
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3,156 |
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4,851 |
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| Property and equipment, net |
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14 |
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117 |
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| Intangible assets, net |
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92 |
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135 |
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| Deposits and other assets |
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94 |
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126 |
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| Total assets |
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$ |
3,356 |
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$ |
5,229 |
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| Liabilities and Stockholders’ Equity (Deficit) |
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| Current liabilities |
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| Term loan |
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— |
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2,960 |
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| Accounts payable |
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1,332 |
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|
695 |
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| Accrued expenses |
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562 |
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906 |
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| Other current liabilities |
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48 |
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18 |
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| Total current liabilities |
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1,942 |
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4,579 |
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| Other liabilities |
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94 |
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93 |
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| Total liabilities |
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2,036 |
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4,672 |
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| Commitments and contingencies |
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| Convertible preferred stock |
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2,594 |
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— |
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| Stockholders’ (deficit) equity |
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| Common stock |
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11 |
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9 |
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| Additional paid-in capital |
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164,118 |
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161,550 |
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| Accumulated deficit |
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(165,403 |
) |
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(161,002 |
) |
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| Total stockholders’ (deficit) equity |
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(1,274 |
) |
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557 |
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| Total liabilities and stockholders’ (deficit) equity |
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$ |
3,356 |
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$ |
5,229 |
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BG Medicine, Inc. and Subsidiary
Unaudited Condensed Consolidated Statements of Cash Flows
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Nine Months Ended September 30 |
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2015 |
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2014 |
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(in thousands) |
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| Net cash flows used in operating activities |
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(2,550 |
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(7,097 |
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| Net cash flows provided by investing activities |
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13 |
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— |
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| Net cash flows provided by financing activities |
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1,056 |
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5,659 |
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| Net increase in cash |
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(1,481 |
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(1,438 |
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| Cash, beginning of period |
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4,123 |
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7,751 |
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| Cash, end of period |
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$ |
2,642 |
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$ |
6,313 |
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