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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 14, 2024
Outlook Therapeutics,
Inc.
(Exact name of registrant
as specified in its charter)
| Delaware |
001-37759 |
38-3982704 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
111 S. Wood Avenue, Unit #100
Iselin, New Jersey |
08830 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code:
(609) 619-3990
(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 Instructions A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange
on which registered |
| Common stock |
|
OTLK |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 2.02 |
Results of Operations and Financial Condition |
On August 14, 2024, Outlook Therapeutics,
Inc. (the “Company”) issued a press release announcing its financial results for its third fiscal quarter ended June 30, 2024.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this
Item 2.02 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Outlook Therapeutics, Inc. |
| |
|
| Date: August 14, 2024 |
By: |
/s/ Lawrence A. Kenyon |
| |
|
Lawrence A. Kenyon |
| |
|
Chief Financial Officer |
Exhibit 99.1
Outlook
Therapeutics® Reports Financial Results for Third Quarter Fiscal Year 2024 and Provides Corporate Update
| · | Received
European Union (EU) and United Kingdom (UK) Marketing Authorization for LYTENAVA™ (bevacizumab
gamma) for the treatment of wet AMD |
| · | NORSE
EIGHT current enrollment pace supports topline readout target of Q4 CY2024 |
| · | Resubmission
of the ONS-5010 Biologics License Application (BLA) on track for Q1 CY2025 |
| · | Quarterly
update conference call and webcast today, Wednesday, August 14th at 8:30 AM ET
|
ISELIN,
N.J., August 14, 2024 — Outlook Therapeutics, Inc. (Nasdaq: OTLK), a biopharmaceutical company that has achieved regulatory
approval in the EU and UK for the first authorized use of an ophthalmic formulation of bevacizumab for the treatment of wet
age-related macular degeneration (wet AMD),
today announced financial results for the third quarter of fiscal year 2024 and provided a corporate update. As previously announced,
Outlook Therapeutics will host its quarterly conference call and live audio webcast, today, Wednesday, August 14, 2024, at 8:30
AM ET (details below).
“This
quarter we achieved two major milestones with receipt of Marketing Authorization in both the European Union and the United Kingdom. Additionally,
we made significant progress with our primary focus, which remains the successful completion of enrollment in our ongoing NORSE EIGHT
clinical trial. Based on our enrollment progress, we expect to report those results in the fourth calendar quarter of 2024 with the anticipated
resubmission of our BLA in the first calendar quarter of 2025,” commented Russell Trenary, President and Chief Executive Officer
of Outlook Therapeutics. “Meanwhile, we continue commercial preparations to launch the first, and only, ophthalmic approved bevacizumab
for the treatment of wet AMD in the EU and UK, either directly or with a partner, anticipated in the first half of calendar year 2025.”
Upcoming
Anticipated Milestones
·
Full enrollment of NORSE EIGHT clinical trial in the US expected in Q3 CY2024;
·
Topline readout of NORSE EIGHT clinical trial planned in Q4 CY2024;
·
Resubmission of the ONS-5010 BLA targeted for Q1 CY2025;
·
Initial commercial launches in Europe planned to commence in first half of CY2025; and
·
Potential for US FDA approval of ONS-5010 in second half of CY2025.
ONS-5010
/ LYTENAVA™ (bevacizumab-vikg) Clinical and Regulatory Update
As
previously announced, following Type A meetings with the US Food and Drug Administration (FDA) in Q4 CY2023 to address the ONS-5010 Complete
Response Letter (CRL), the FDA informed Outlook Therapeutics that it could conduct a non-inferiority study evaluating ONS-5010 versus
ranibizumab in a 12 week study of treatment naïve patients with a primary efficacy endpoint at 8 weeks (NORSE EIGHT) to support
the resubmission of the ONS-5010 BLA to the FDA. In January 2024, Outlook Therapeutics received written agreement on the NORSE EIGHT
trial protocol and statistical analysis plan from the FDA under a Special Protocol Assessment (SPA) for NORSE EIGHT. The SPA also confirms
in writing that if the NORSE EIGHT trial is successful, it would satisfy the FDA’s requirement for a second adequate and well-controlled
clinical trial to fully address the clinical deficiency identified in the CRL. In addition, Outlook Therapeutics has completed Type C
and Type D meetings with the FDA to address the open CMC items in the CRL and expects to resolve these comments prior to the expected
completion of NORSE EIGHT.
NORSE
EIGHT is a randomized, controlled, parallel-group, masked, non-inferiority study of approximately 400 newly diagnosed, wet AMD subjects
randomized in a 1:1 ratio to receive 1.25 mg ONS-5010 or 0.5 mg ranibizumab intravitreal injections. Subjects will receive injections
at Day 0 (randomization), Week 4, and Week 8 visits. The primary endpoint is mean change in BCVA from baseline to week 8. As
of the date of this release, 359 subjects have been enrolled in the study. Outlook Therapeutics remains
on track for NORSE EIGHT enrollment completion in Q3 CY2024, with topline results expected to be reported in Q4 CY2024. The resubmission
of the ONS-5010 BLA is planned for Q1 CY2025.
In
May 2024, the European Commission granted Marketing Authorization for LYTENAVA™ (bevacizumab gamma) for the treatment of wet AMD
in the EU. Additionally, in July 2024, the UK Medicines and Healthcare products Regulatory Agency (MHRA) granted Marketing Authorization
for LYTENAVA™ (bevacizumab gamma) for the same indication in the UK.
LYTENAVA™
(bevacizumab gamma) is the first and only authorized ophthalmic formulation of bevacizumab for use in treating wet AMD in the EU and
UK. Authorization may also be sought in other European countries, Japan, and elsewhere. Outlook Therapeutics expects its anticipated
commercial launch of LYTENAVA™ (bevacizumab gamma) in the EU and UK in the first half of calendar year 2025. As part of a multi-year
planning process, Outlook Therapeutics entered a strategic collaboration with Cencora (NYSE: COR) (formerly AmerisourceBergen) to support
the commercial launch of LYTENAVA™ globally following regulatory approvals.
Cencora
will provide comprehensive launch support in the EU and the UK including pharmacovigilance, regulatory affairs, quality management, market
access support, importation, third-party logistics (3PL), distribution and field solutions. The collaboration and integrated approach
is designed to support market access and efficient distribution of LYTENAVA™ to benefit all stakeholders, including retina specialists,
providers and patients.
Additionally,
if approved by the FDA, Outlook Therapeutics plans to commercialize ONS-5010/LYTENAVA™
(bevacizumab-vikg) directly in the US, but is also assessing partnering options for LYTENAVA™
(bevacizumab gamma) in the EU and the UK and other regions
outside of the US.
Financial
Highlights for the Fiscal Third Quarter Ended June 30, 2024
For
the fiscal third quarter ended June 30, 2024, Outlook Therapeutics reported net income attributable to common stockholders of $44.4 million,
or $1.91 per basic share, and net loss attributable to common stockholders of $0.89
per diluted share, compared to a net loss attributable to common stockholders of $20.7 million, or
$1.61 per basic and diluted share, for the same period last year. For the fiscal third quarter ended June 30, 2024, Outlook Therapeutics
also reported an adjusted net loss attributable to common stockholders1 of $19.2 million, or $0.83 per basic and
diluted share, as compared to an adjusted net loss attributable to common stockholders of $17.8 million, or $1.38 per basic and diluted
share, for fiscal third quarter 2023.
Adjusted
net loss attributable to common stockholders for the fiscal third quarter ended June 30, 2024 includes $3.4 million of warrant related
expenses, $59.5 million of decrease in fair value of warrant liability and $7.6 million of decrease in fair value of convertible promissory
notes. Adjusted net loss attributable to common stockholders for the fiscal third quarter ended June 30, 2023 includes $2.9 million of
increase in fair value of convertible promissory notes.
In
March and April 2024, Outlook Therapeutics closed its previously announced private placements of common stock and accompanying warrants.
In addition to the upfront gross proceeds of $65 million, Outlook
Therapeutics has the potential to receive additional gross proceeds of up to $107 million upon the full cash exercise of the warrants
issued in the private placements, before deducting placement agent fees and offering expenses.
As
of June 30, 2024, Outlook Therapeutics had cash and cash equivalents of $32.0 million.
Conference
Call and Webcast
Outlook
Therapeutics management will host its quarterly conference call and live
audio webcast for investors, analysts, and other interested parties on Wednesday, August 14, 2024
at 8:30 AM ET.
Interested
participants and investors may access the conference call by dialing (877)
407-8291 (domestic) or (201) 689-8345 (international) and referencing the Outlook
Therapeutics Conference Call. The live webcast
will be accessible on the Events page of the Investors
section of the Outlook Therapeutics website, outlooktherapeutics.com,
and will be archived for 90 days.
About
ONS-5010 / LYTENAVA™ (bevacizumab-vikg, bevacizumab gamma)
ONS-5010/LYTENAVA™
is an ophthalmic formulation of bevacizumab for the treatment of wet AMD. LYTENAVA™ (bevacizumab gamma) is the subject of a centralized
Marketing Authorization granted by the European Commission in the European Union (EU) and Marketing Authorization granted by the Medicines
and Healthcare products Regulatory Agency (MHRA) in the United Kingdom (UK) for the treatment of wet age-related macular degeneration
(wet AMD).
1
Adjusted net loss attributable to common stockholders and adjusted net loss attributable to common stockholders per share of common
stock – basic and diluted are non-GAAP financial measures. See “Non-GAAP Financial Measures” below.
In
the United States, ONS-5010/LYTENAVA™ (bevacizumab-vikg) is investigational and is being evaluated in an ongoing non-inferiority
study for the treatment of wet AMD.
Bevacizumab-vikg
(bevacizumab gamma in the EU and UK) is a recombinant humanized monoclonal antibody (mAb) that selectively binds with high affinity to
all isoforms of human vascular endothelial growth factor (VEGF) and neutralizes VEGF’s biologic activity through a steric blocking
of the binding of VEGF to its receptors Flt-1 (VEGFR-1) and KDR (VEGFR-2) on the surface of endothelial cells. Following intravitreal
injection, the binding of bevacizumab to VEGF prevents the interaction of VEGF with its receptors on the surface of endothelial cells,
reducing endothelial cell proliferation, vascular leakage, and new blood vessel formation in the retina.
About
Outlook Therapeutics, Inc.
Outlook Therapeutics is a biopharmaceutical company focused on the development and commercialization of
ONS-5010/LYTENAVA™ (bevacizumab-vikg; bevacizumab gamma), for the treatment of retina diseases, including wet AMD. LYTENAVA™
(bevacizumab gamma) is the first ophthalmic formulation of bevacizumab to receive European Commission and MHRA Marketing Authorization
for the treatment of wet AMD. Outlook Therapeutics is working to initiate its commercial launch of LYTENAVA™ (bevacizumab gamma)
in the EU and the UK as a treatment for wet AMD, expected in the first half of calendar 2025. In the United States, ONS-5010/LYTENAVA™
is investigational, is being evaluated in an ongoing non-inferiority study for the treatment of wet AMD, and if successful, the data
may be sufficient for Outlook to resubmit a BLA application to the FDA in the United States. If approved in the United States, ONS-5010/LYTENAVA™,
would be the first approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD.
Non-GAAP
Financial Measures
Outlook
Therapeutics prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United
States of America (U.S. GAAP) and pursuant to accounting requirements of the Securities and Exchange Commission (SEC). In an effort to
provide investors with additional information regarding the results and to provide a meaningful period-over-period comparison of Outlook
Therapeutics’ financial performance, Outlook Therapeutics sometimes uses non-U.S. GAAP financial measures (NGFM) as defined by
the SEC. In this press release, Outlook Therapeutics uses “adjusted net loss attributable to common stockholders,” which
is defined as net loss attributable to common stockholders excluding warrant related expenses (i.e., the excess of the fair value of
the warrants upon issuance over the proceeds of the private placements that closed on March 18, 2024 and April 15, 2024) and changes
in fair value of warrants and convertible promissory notes, as well as “adjusted net loss attributable to common stockholders per
share of common stock – basic and diluted,” which is defined as net loss attributable to common stockholders per share of
common stock – basic and diluted excluding warrant related expenses and changes in fair value of warrants and convertible promissory
notes. Management uses these NGFMs because they adjust for certain non-cash items that impact financial results but not cash flows and
that management believes are not related to its core business. Management uses these NGFMs to evaluate Outlook Therapeutics’ financial
performance against internal budgets and targets. Management believes that these NGFMs are useful for evaluating Outlook Therapeutics’
core operating results and facilitating comparison across reporting periods. Outlook Therapeutics believes these NGFMs should be considered
in addition to, and not in lieu of, GAAP financial measures. Outlook Therapeutics’ NGFMs may be different from the same NGFMs used
by other companies. Reconciliations to the closest U.S. GAAP financial measures are provided in the tables below.
Forward-Looking
Statements
This
press release contains forward-looking statements. All statements other than statements of historical facts are “forward-looking
statements,” including those relating to future events. In some cases, you can identify forward-looking statements by terminology
such as “anticipate,” “believe,” “continue,” “expect,” “may,” “plan,”
“potential,” “target,” “will,” or “would” the negative of terms like these or other comparable
terminology, and other words or terms of similar meaning. These include, among others, expectations concerning decisions of regulatory
bodies and the timing thereof, expectations concerning Outlook Therapeutics’ ability to remediate or otherwise resolve deficiencies
identified in the CRL issued by the FDA, including with respect to an additional clinical trial and CMC issues, expectations concerning
NORSE EIGHT enrollment, the timing for completion of NORSE EIGHT and resubmission of the BLA for ONS-5010, plans for commercial launch
of ONS-5010 in the UK and EU and the timing thereof, including the potential to launch with a partner, ONS-5010’s potential as
the first and only European Commission, MHRA or FDA-approved ophthalmic formulation of bevacizumab for use in treating retinal diseases
in the EU, UK, and United States, the expected proceeds from the full exercise of warrants issued in recent private placement transactions,
expectations concerning the relationship with Cencora and the benefits and potential expansion thereof, and other statements that are
not historical fact. Although Outlook Therapeutics believes that it has a reasonable basis for the forward-looking statements
contained herein, they are based on current expectations about future events affecting Outlook Therapeutics and are subject
to risks, uncertainties and factors relating to its operations and business environment, all of which are difficult to predict and many
of which are beyond its control. These risk factors include those risks associated with developing and commercializing pharmaceutical
product candidates, risks of conducting clinical trials and risks in obtaining necessary regulatory approvals, the content and timing
of decisions by regulatory bodies, the sufficiency of Outlook Therapeutics’ resources, as well as those risks detailed in Outlook
Therapeutics’ filings with the Securities and Exchange Commission (the SEC), including the Annual Report on Form
10-K for the fiscal year ended September 30, 2023, filed with the SEC on December 22, 2023, and future quarterly
reports Outlook Therapeutics files with the SEC, which include uncertainty of market conditions and future impacts
related to macroeconomic factors, including as a result of the ongoing overseas conflicts, high interest rates, inflation and potential
future bank failures on the global business environment. These risks may cause actual results to differ materially from those expressed
or implied by forward-looking statements in this press release. All forward-looking statements included in this press release are expressly
qualified in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Outlook Therapeutics does not undertake any obligation to update, amend
or clarify these forward-looking statements whether as a result of new information, future events or otherwise, except as may be required
under applicable securities law.
Investor
Inquiries:
Jenene Thomas
Chief Executive Officer
JTC Team, LLC
T: 833.475.8247
OTLK@jtcir.com
Outlook Therapeutics, Inc.
Consolidated Statements of Operations
(Amounts in thousands, except per share data)
| | |
Three months
ended June 30, | | |
Nine months
ended June 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Operating expenses: | |
| | | |
| | | |
| | | |
| | |
| Research and development | |
$ | 11,202 | | |
$ | 11,101 | | |
$ | 29,240 | | |
$ | 21,509 | |
| General
and administrative | |
| 8,361 | | |
| 7,040 | | |
| 19,586 | | |
| 19,158 | |
| | |
| 19,563 | | |
| 18,141 | | |
| 48,826 | | |
| 40,667 | |
| Loss from operations | |
| (19,563 | ) | |
| (18,141 | ) | |
| (48,826 | ) | |
| (40,667 | ) |
| Loss on equity method investment | |
| 57 | | |
| 7 | | |
| 85 | | |
| 2 | |
| Interest income | |
| (404 | ) | |
| (395 | ) | |
| (666 | ) | |
| (665 | ) |
| Interest expense | |
| — | | |
| — | | |
| 3,157 | | |
| 2,531 | |
| Loss on extinguishment of debt | |
| — | | |
| — | | |
| — | | |
| 578 | |
| Change in fair value of promissory notes | |
| (7,563 | ) | |
| 2,910 | | |
| 1,949 | | |
| 2,913 | |
| Warrant related expenses | |
| 3,392 | | |
| — | | |
| 37,490 | | |
| — | |
| Change in fair value of warrant liability | |
| (59,454 | ) | |
| 12 | | |
| (9,786 | ) | |
| (37 | ) |
| Income (loss) before income taxes | |
| 44,409 | | |
| (20,675 | ) | |
| (81,055 | ) | |
| (45,989 | ) |
| Income tax expense | |
| — | | |
| — | | |
| 3 | | |
| 3 | |
| Net
income (loss) attributable to common stockholders | |
$ | 44,409 | | |
$ | (20,675 | ) | |
$ | (81,058 | ) | |
$ | (45,992 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Per share information: | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) per share of common
stock, basic | |
$ | 1.91 | | |
$ | (1.61 | ) | |
$ | (4.82 | ) | |
$ | (3.73 | ) |
| Net loss per share of common stock,
diluted | |
$ | (0.89 | ) | |
$ | (1.61 | ) | |
$ | (4.82 | ) | |
$ | (3.73 | ) |
| Weighted average shares outstanding, basic | |
| 23,277 | | |
| 12,844 | | |
| 16,823 | | |
| 12,344 | |
| Weighted average shares outstanding, diluted | |
| 25,476 | | |
| 12,844 | | |
| 16,823 | | |
| 12,344 | |
Consolidated Balance Sheet Data
(Amounts in thousands)
| | |
June 30, 2024 | | |
September 30, 2023 | |
| Cash and cash equivalents | |
$ | 32,024 | | |
$ | 23,392 | |
| Total assets | |
$ | 47,092 | | |
$ | 32,301 | |
| Current liabilities | |
$ | 42,554 | | |
$ | 46,732 | |
| Total stockholders' deficit | |
$ | (83,673 | ) | |
$ | (14,438 | ) |
Reconciliation Between Reported Net Income (Loss) (GAAP) and Adjusted Net (Loss) (Non-GAAP), in each case
Attributable to Common Stockholders
(Amounts in thousands, except per share data)
| | |
Three months ended June 30, | | |
Nine months ended June 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Net income (loss) attributable to common stockholders, as reported (GAAP) | |
$ | 44,409 | | |
$ | (20,675 | ) | |
$ | (81,058 | ) | |
$ | (45,992 | ) |
| Adjustments for reconciled items: | |
| | | |
| | | |
| | | |
| | |
| Warrant related expenses | |
| 3,392 | | |
| - | | |
| 37,490 | | |
| - | |
| Change in fair value of warrant liability | |
| (59,454 | ) | |
| 12 | | |
| (9,786 | ) | |
| (37 | ) |
| Change in fair value of promissory notes | |
| (7,563 | ) | |
| 2,910 | | |
| 1,949 | | |
| 2,913 | |
| Adjusted net income (loss) attributable to common stockholders (non-GAAP) | |
$ | (19,216 | ) | |
$ | (17,753 | ) | |
$ | (51,405 | ) | |
$ | (43,116 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net income (loss) attributable to common stockholders per share of | |
| | | |
| | | |
| | | |
| | |
| common stock - basic as reported (GAAP) | |
$ | 1.91 | | |
$ | (1.61 | ) | |
$ | (4.82 | ) | |
$ | (3.73 | ) |
| Adjustments for reconciled items: | |
| | | |
| | | |
| | | |
| | |
| Warrant related expenses | |
| 0.15 | | |
| - | | |
| 2.23 | | |
| - | |
| Change in fair value of warrant liability | |
| (2.56 | ) | |
| - | | |
| (0.58 | ) | |
| - | |
| Change in fair value of promissory notes | |
| (0.33 | ) | |
| 0.23 | | |
| 0.12 | | |
| 0.24 | |
| Adjusted net loss attributable to common stockholders | |
| | | |
| | | |
| | | |
| | |
| per share of common stock - basic (non-GAAP) | |
$ | (0.83 | ) | |
$ | (1.38 | ) | |
$ | (3.05 | ) | |
$ | (3.49 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss attributable to common stockholders per share of | |
| | | |
| | | |
| | | |
| | |
| common stock - diluted as reported (GAAP) | |
$ | (0.89 | ) | |
$ | (1.61 | ) | |
$ | (4.82 | ) | |
$ | (3.73 | ) |
| Adjustments for reconciled items: | |
| | | |
| | | |
| | | |
| | |
| Warrant related expenses | |
| 0.15 | | |
| - | | |
| 2.23 | | |
| - | |
| Change in fair value of warrant liability | |
| (0.06 | ) | |
| - | | |
| (0.58 | ) | |
| - | |
| Change in fair value of promissory notes | |
| (0.03 | ) | |
| 0.23 | | |
| 0.12 | | |
| 0.24 | |
| Adjusted net loss attributable to common stockholders | |
| | | |
| | | |
| | | |
| | |
| per share of common stock - diluted (non-GAAP) | |
$ | (0.83 | ) | |
$ | (1.38 | ) | |
$ | (3.05 | ) | |
$ | (3.49 | ) |
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dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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