PORTOLA PHARMACEUTICALS INC Form 10-K Annual Report Filed

SECURITIES AND EXCHANGE COMMISSION FORM 10-K Annual report pursuant to section 13 and 15(d) Filing Date: 2019-03-01 | Period of Report: 2018-12-31 SEC Accession No. 0001564590-19-005772 (HTML Version on secdatabase.com) FILER PORTOLA PHARMACEUTICALS INC Mailing Address Business Address 270 EAST GRAND AVENUE, 270 EAST GRAND AVENUE, CIK:1269021| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 1231 SUITE 22 SUITE 22 Type: 10-K | Act: 34 | File No.: 001-35935 | Film No.: 19648587 SOUTH SAN FRANCISCO CA SOUTH SAN FRANCISCO CA SIC: 2834 Pharmaceutical preparations 94080 94080 650-244-6864 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35935 PORTOLA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 2834 20-0216859 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 270 E. Grand Avenue South San Francisco, California 94080 (Address of Principal Executive Offices) (Zip Code) (650) 246-7000 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: Name of Each Exchange on which Registered Common Stock, par value $0.001 per share The Nasdaq Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non‑accelerated filer ☐ Smaller reporting company ☐ 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 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 ☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $1.4 billion computed by reference to the last sales price of $37.77 as reported by the Nasdaq Global Select Market, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2018. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. As of February 15, 2019, the number of outstanding shares of the registrant’s common stock, par value $0.001 per share, was 66,821,167. DOCUMENTS INCORPORATED BY REFERENCE Part III incorporates information by reference to the definitive proxy statement for the registrant’s 2019 Annual Meeting of Stockholders to be filed within 120 days of the registrant’s fiscal year ended December 31, 2018. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS Portola Pharmaceuticals, Inc. Form 10-K Index Page Part I Item 1. Business 4 Item 1A. Risk Factors 17 Item 1B. Unresolved Staff Comments 44 Item 2. Properties 44 Item 3. Legal Proceedings 44 Item 4. Mine Safety Disclosures 44 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 45 Item 6. Selected Financial Data 48 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 49 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 66 Item 8. Financial Statements and Supplementary Data F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 67 Item 9A. Controls and Procedures 67 Item 9B. Other Information 70 Part III Item 10. Directors, Executive Officers and Corporate Governance 70 Item 11. Executive Compensation 71 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 71 Item 13. Certain Relationships and Related Transactions, and Director Independence 71 Item 14. Principal Accountant Fees and Services 71 Part IV Item 15. Exhibits and Financial Statement Schedules 72 Item 16. Form 10-K Summary 76 Signatures 77 “Portola Pharmaceuticals,” our logo and other trade names, trademarks and service marks of Portola appearing in this report are the property of Portola. Other trade names, trademarks and service marks appearing in this report are the property of their respective holders. i Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report, including the sections titled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases you can identify these statements by forward-looking words, such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “potential,” “seek,” “expect,” “goal” or the negative or plural of these words or similar expressions. These forward-looking statements include, but are not limited to, statements concerning the following: • our estimates and projections for the commercial and clinical development of our products and product candidates, including launch strategies, clinical research and trials and regulatory approval, both in the United States and abroad; • potential indications for our product candidates; • our expectations and projections regarding existing capital resources and our estimates of our expenses, ongoing losses, future revenue, capital requirements and our needs for or ability to obtain additional financing; • our discussion of perceived and projected competitive advantages of our products and product candidates; • the projected patient populations targeted by our products and product candidates; • the projected dollar amounts of market opportunities for our products and product candidates; • the rate and degree of market acceptance of our approved products; • our ability to successfully build a hospital-based sales force and commercial infrastructure; • our ability to obtain and maintain intellectual property protection for our products; • our ability to successfully establish and successfully maintain appropriate collaborations and derive significant value from those collaborations; • our financial performance; and • developments and projections relating to our competitors or our industry. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results,

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