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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of
incorporation or organization)
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04-3158289
(I.R.S. Employer
Identification No.)
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21 Erie Street Cambridge, MA
(Address of principal executive offices)
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02139
(Zip Code)
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Title of each class
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Name of exchange on which registered
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Common Stock, par value $.01 per
share
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The NASDAQ Stock Market LLC
(NASDAQ Capital Market)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
ý
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(Do not check if a
smaller reporting company)
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Page
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design and engineer living organisms to perform a series of chemical reactions that convert a feedstock to an end product in a highly efficient and reliable manner;
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integrate those organisms into reliable, large scale industrial fermentation processes;
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develop highly efficient recovery technology to separate the end product from the fermentation broth;
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tailor the properties of our end product to suit customer needs;
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develop new applications and commercial opportunities for these products;
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develop new formulations and compounds based on these products; and
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provide sales and technical support to our customers who use these products.
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Performance modifiers and processing aids for PVC
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Performance modifiers for PLA
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Barrier coatings for paper and cardboard
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Marine biodegradable micropowders
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Functional biodegradation (e.g., resins/compounds for biodegradable films and molded articles)
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biodegrade in natural soil and water environments, including the marine environment;
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biodegrade in industrial or home composts;
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remain functional through a wide range of temperatures; and
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not break down in everyday use.
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Biodegradability
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Petroleum Based
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Biobased
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Biodegradable
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Synthetic Biodegradable:
BASF (Ecoflex
TM
, Ecovio
TM
)
Dupont (Biomax
TM
)
ShowaDenko (Bionolle
TM
)
Mitsubishi Chemical (GS Pla)
Samsung (PBAT, PBS)
Zhejiang Hisun (PBAT)
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PHA:
Metabolix
Kaneka (PHBH)
Tianan (PHBV)
Tianjin (SoGreen
TM
)
EcoMann (EM)
Meredian (Nodax PHA)
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PLA:
NatureWorks (Ingeo
TM
)
Mitsui Chemical (Lacea
TM
)
Starch-based:
Novamont (Mater-Bi
TM
)
Biome
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Non-biodegradable
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Numerous companies supplying conventional petroleum-based plastics (e.g., polypropylene, polyethylene, PVC)
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Dupont (Sorona
TM
)
Dow Chemical (Soybean Polyurethanes)
Arkema (Nylon 11)
Braskem (polyethylene)
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•
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public acceptance of such products;
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our ability to produce products of consistent quality that offer functionality comparable or superior to existing or new polymer products;
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our ability to produce products fit for their intended purpose;
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our ability to obtain necessary regulatory approvals for our products;
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the speed at which potential customers qualify our biopolymers for use in their products;
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the pricing of our products compared to competitive products, including petroleum-based plastics;
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the strategic reaction of companies that market competitive products;
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our reliance on third parties who support or control distribution channels; and
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general market conditions.
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obtain capital, equipment and facilities,
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obtain funding for research and development programs, product development programs and commercialization activities,
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obtain expertise in relevant markets,
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•
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obtain access to raw materials, and/or
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obtain sales and marketing services or support.
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reported progress of our business and technology development, relative to investor expectations;
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changes in earnings estimates, investors' perceptions, recommendations by securities analysts or our failure to achieve analysts' earnings estimates;
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quarterly variations in our or our competitors' results of operations;
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general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors;
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future issuance and/or sale of our common stock or preferred stock;
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announcements by us, or our competitors, of acquisitions, new products, significant contracts, commercial relationships or capital commitments;
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commencement of, or involvement in, litigation;
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any major change in our board of directors or management;
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changes in governmental regulations or in the status of our regulatory approvals;
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announcements related to patents issued to us or our competitors and to litigation involving our intellectual property;
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a lack of, limited, or negative industry or security analyst coverage;
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developments in our industry and general economic conditions;
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short-selling or similar activities by third parties; and
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other factors described elsewhere in these "Risk Factors."
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Common Stock Price
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||||||||||||||
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2014
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2013
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||||||||||||
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High
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Low
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High
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Low
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||||||||
First Quarter
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$
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1.67
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$
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1.10
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$
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2.58
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$
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1.31
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Second Quarter
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1.32
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0.75
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2.33
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1.35
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Third Quarter
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1.51
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0.36
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1.70
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1.20
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Fourth Quarter
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0.93
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0.25
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1.94
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0.75
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Year ended December 31,
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||||||||||||||||||
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2014
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2013
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2012
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2011
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2010
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(In thousands, except share and per share data)
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Statement of operations data:
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Total revenue
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$
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2,800
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$
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3,778
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$
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41,381
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(1)
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$
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1,425
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$
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448
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Costs and expenses:
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Cost of product revenue
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1,482
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1,908
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1,030
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—
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—
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|||||
Research and development expenses
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17,342
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18,802
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23,177
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24,445
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23,673
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Selling, general and administrative expenses
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10,805
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11,608
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13,245
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15,841
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15,714
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|||||
Total costs and expenses
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29,629
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32,318
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37,452
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40,286
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39,387
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Income (loss) from continuing operations
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(26,829
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)
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(28,540
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)
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3,929
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(38,861
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)
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(38,939
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)
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Other income, net
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61
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(4
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27
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76
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136
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|||||
Net income (loss) from continuing operations
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$
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(26,768
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)
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$
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(28,544
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)
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$
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3,956
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$
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(38,785
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)
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$
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(38,803
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)
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Loss from discontinued operations (2)
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(1,878
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)
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(1,962
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)
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(326
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)
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—
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—
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|||||
Loss from write down of assets held for sale
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(888
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)
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—
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—
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—
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—
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|||||
Total loss from discontinued operations
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$
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(2,766
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)
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$
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(1,962
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)
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$
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(326
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)
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$
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—
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$
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—
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Net income (loss)
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$
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(29,534
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)
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$
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(30,506
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)
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$
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3,630
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$
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(38,785
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)
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$
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(38,803
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)
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Net income (loss) from continuing operations, basic and diluted
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$
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(0.44
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)
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$
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(0.83
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)
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$
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0.12
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$
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(1.24
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)
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$
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(1.45
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)
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Net income (loss) from discontinued operations, basic and diluted
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$
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(0.04
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)
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$
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(0.05
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)
|
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$
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(0.01
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)
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$
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—
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$
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—
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Net income (loss) per share
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$
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(0.48
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)
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$
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(0.88
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)
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$
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0.11
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$
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(1.24
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)
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$
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(1.45
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)
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Number of shares used in per share calculations, basic
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61,455,063
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34,471,301
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34,217,298
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31,257,376
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26,773,755
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|||||
Number of shares used in per share calculations, diluted
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61,455,063
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34,471,301
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34,279,779
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31,257,376
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26,773,755
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|||||
______________________________________
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Year ended December 31,
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||||||||||||||||||
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2014
|
|
2013
|
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2012
|
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2011
|
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2010
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||||||||||
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(In thousands)
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||||||||||||||||||
Balance Sheet Information:
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||||||||||
Cash, cash equivalents and short-term investments
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$
|
20,046
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|
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$
|
19,209
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|
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$
|
43,773
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|
|
$
|
76,855
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|
|
$
|
61,574
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|
|
Total assets
|
|
23,135
|
|
|
26,738
|
|
|
53,510
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|
|
82,912
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|
|
66,771
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|||||
Long-term deferred revenue
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—
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|
—
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|
|
—
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|
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35,944
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|
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36,207
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|||||
Other long-term obligations
|
|
150
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|
|
145
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|
|
186
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|
|
340
|
|
|
493
|
|
|
|||||
Total liabilities
|
|
4,339
|
|
|
6,340
|
|
|
6,170
|
|
|
43,449
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|
|
43,095
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|
|
|||||
Accumulated deficit
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|
(302,072
|
)
|
|
(272,538
|
)
|
|
(242,032
|
)
|
|
(245,662
|
)
|
|
(206,877
|
)
|
|
|||||
Total stockholders' equity
|
|
18,796
|
|
|
20,398
|
|
|
47,340
|
|
|
39,463
|
|
|
23,676
|
|
|
Program Title
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Funding
Agency
|
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Total
Government
Funds
|
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Total
received
through
December 31, 2014
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Remaining
amount
available as of
December 31, 2014
|
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Contract/Grant
Expiration
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||||||
Renewable Enhanced Feedstocks For Advanced Biofuels And Bioproducts
|
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Department of Energy
|
|
$
|
6,000
|
|
|
$
|
4,773
|
|
|
$
|
1,227
|
|
|
September 2015
|
|
Subcontract from University of California (Los Angeles) project funded by ARPA-E entitled "Plants Engineered to Replace Oil: Energy Plant Design"
|
|
Department of Energy
|
|
819
|
|
|
566
|
|
|
253
|
|
|
March 2015
|
|
|||
Capacity Building for Commercial-Scale PHB Camelina Development
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|
National Research Council Canada
|
|
292
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|
|
286
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|
|
6
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|
|
September 2014
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|||
Subcontract from University of Massachusetts (Amherst) project funded by ARPA-E entitled "Development of a Dedicated High Value Biofuels Crop"
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Department of Energy
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663
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|
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535
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|
|
128
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|
|
December 2015
|
|
|||
Development of a Sustainable Value Added Fish Feed Using PHB Producing Camelina
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National Research Council Canada
|
|
104
|
|
|
70
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|
|
20
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|
|
January 2015
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|
|||
Screening and Improvement of Polyhydroxybuyrate (PHB) Production Camelina Sativa Lines for Field Cultivation
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Canadian Agricultural Adaptation Program (CAAP)
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43
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|
|
43
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|
|
—
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December 2013
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Central Innovation Program for Medium-Sized Companies (ZIM)—Cooperation Project (KF)—Development of New PHB Blends for Innovative Applications
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AiF Project GmbH
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148
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|
|
81
|
|
|
—
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October 2014
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|||
Total
|
|
|
|
$
|
8,069
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|
|
$
|
6,354
|
|
|
$
|
1,634
|
|
|
|
|
|
|
Year ended
December 31,
|
|
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|
||||||||
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2014
|
|
2013
|
|
Change
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||||||
Product revenue
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$
|
546
|
|
|
$
|
461
|
|
|
$
|
85
|
|
|
Grant revenue
|
|
1,807
|
|
|
2,480
|
|
|
(673
|
)
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|
|||
Research and development revenue
|
|
—
|
|
|
618
|
|
|
(618
|
)
|
|
|||
License fee and royalty revenue
|
|
447
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|
|
219
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|
|
228
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|
|
|||
Total revenue
|
|
$
|
2,800
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|
|
$
|
3,778
|
|
|
$
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(978
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)
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|
|
|
Year ended
December 31,
|
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|
||||||||
|
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2014
|
|
2013
|
|
Change
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|
||||||
Cost of product revenue
|
|
$
|
1,482
|
|
|
$
|
1,908
|
|
|
$
|
(426
|
)
|
|
Research and development expenses
|
|
17,342
|
|
|
18,802
|
|
|
(1,460
|
)
|
|
|||
Selling, general, and administrative expenses
|
|
10,805
|
|
|
11,608
|
|
|
(803
|
)
|
|
|||
Total costs and expense
|
|
$
|
29,629
|
|
|
$
|
32,318
|
|
|
$
|
(2,689
|
)
|
|
|
|
Year ended
December 31,
|
|
|
|
||||||||
|
|
2014
|
|
2013
|
|
Change
|
|
||||||
Interest income, net
|
|
$
|
7
|
|
|
$
|
51
|
|
|
$
|
(44
|
)
|
|
Gain on sale of property and equipment
|
|
43
|
|
|
—
|
|
|
43
|
|
|
|||
Other expense, net
|
|
11
|
|
|
(55
|
)
|
|
66
|
|
|
|||
Total other income (expense), net
|
|
$
|
61
|
|
|
$
|
(4
|
)
|
|
$
|
65
|
|
|
|
|
Year ended
December 31,
|
|
|
|
||||||||
|
|
2013
|
|
2012
|
|
Change
|
|
||||||
Revenue from termination of ADM collaboration
|
|
$
|
—
|
|
|
$
|
38,885
|
|
|
$
|
(38,885
|
)
|
|
Product revenue
|
|
461
|
|
|
276
|
|
|
185
|
|
|
|||
Grant revenue
|
|
2,480
|
|
|
1,971
|
|
|
509
|
|
|
|||
Research and development revenue
|
|
618
|
|
|
—
|
|
|
618
|
|
|
|||
License fee and royalty revenue
|
|
219
|
|
|
249
|
|
|
(30
|
)
|
|
|||
Total revenue
|
|
$
|
3,778
|
|
|
$
|
41,381
|
|
|
$
|
(37,603
|
)
|
|
|
|
Year ended
December 31,
|
|
|
|
||||||||
|
|
2013
|
|
2012
|
|
Change
|
|
||||||
Cost of product revenue
|
|
$
|
1,908
|
|
|
$
|
1,030
|
|
|
$
|
878
|
|
|
Research and development expenses
|
|
18,802
|
|
|
23,177
|
|
|
(4,375
|
)
|
|
|||
Selling, general, and administrative expenses
|
|
11,608
|
|
|
13,245
|
|
|
(1,637
|
)
|
|
|||
Total costs and expense
|
|
$
|
32,318
|
|
|
$
|
37,452
|
|
|
$
|
(5,134
|
)
|
|
|
|
Year ended
December 31,
|
|
|
|
||||||||
|
|
2013
|
|
2012
|
|
Change
|
|
||||||
Interest income, net
|
|
$
|
51
|
|
|
$
|
124
|
|
|
$
|
(73
|
)
|
|
Other expense, net
|
|
(55
|
)
|
|
(97
|
)
|
|
42
|
|
|
|||
Total other income (expense), net
|
|
$
|
(4
|
)
|
|
$
|
27
|
|
|
$
|
(31
|
)
|
|
•
|
equity financing;
|
•
|
our former strategic alliance with ADM;
|
•
|
government grants;
|
•
|
other funded research development arrangements
|
•
|
product revenues; and
|
•
|
interest earned on cash and short-term investments.
|
|
|
Payments Due by Period
|
|
||||||||||||||||||
|
|
Total
|
|
Less than 1 year
|
|
2-3 years
|
|
4-5 years
|
|
More than 5 years
|
|
||||||||||
Operating lease obligations
|
|
$
|
7,925
|
|
|
$
|
1,477
|
|
|
$
|
2,873
|
|
|
$
|
3,012
|
|
|
$
|
563
|
|
|
Purchase obligations
|
|
325
|
|
|
325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Total
|
|
$
|
8,250
|
|
|
$
|
1,802
|
|
|
$
|
2,873
|
|
|
$
|
3,012
|
|
|
$
|
563
|
|
|
Exhibit
Number
|
|
|
|
Description
|
3.1
|
|
(13)
|
|
Amended and Restated Certificate of Incorporation of the Registrant.
|
3.2
|
|
(1)
|
|
Amended and Restated By-laws of the Registrant.
|
4.1
|
|
(1)
|
|
Specimen Stock Certificate for shares of the Registrant's Common Stock.
|
10.1
|
|
†(1)
|
|
2005 Stock Plan.
|
10.1.1
|
|
†(1)
|
|
2005 Stock Plan, Form of Incentive Stock Option Agreement.
|
10.1.2
|
|
†(1)
|
|
2005 Stock Plan, Form of Non-Qualified Stock Option Agreement.
|
10.2
|
|
†(1)
|
|
2006 Stock Option and Incentive Plan.
|
10.2.1
|
|
†(1)
|
|
2006 Stock Option and Incentive Plan, Form of Incentive Stock Option Agreement.
|
10.2.2
|
|
†(1)
|
|
2006 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Agreement.
|
10.2.3
|
|
†(1)
|
|
2006 Stock Option and Incentive Plan, Form of Director Non-Qualified Stock Option Agreement.
|
10.3
|
|
†(12)
|
|
2014 Stock Option and Incentive Plan.
|
10.3.1
|
|
†*
|
|
2014 Stock Option and Incentive Plan, Form of Incentive Stock Option Award.
|
10.3.2
|
|
†*
|
|
2014 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Award.
|
10.3.3
|
|
†*
|
|
2014 Stock Option and Incentive Plan, Form of Restricted Stock Unit Award.
|
10.4
|
|
#(1)
|
|
License Agreement between the Company and Massachusetts Institute of Technology dated July 15, 1993, as amended.
|
10.5
|
|
†(1)
|
|
Employment Agreement between the Company and Oliver P. Peoples dated July 20, 2006.
|
10.5.1
|
|
†(4)
|
|
First Amendment to Employment Agreement between the Company and Oliver P. Peoples executed December 19, 2008.
|
10.5.2
|
|
†(4)
|
|
Second Amendment to Employment Agreement between the Company and Oliver P. Peoples executed February 25, 2009.
|
10.6
|
|
†*
|
|
Severance Agreement between the Company and Charles B. Haaser dated January 5, 2015.
|
10.7
|
|
†(8)
|
|
Severance Agreement between the Company and Sarah P. Cecil executed July 1, 2013.
|
10.8
|
|
†(3)
|
|
Employment Agreement between the Company and Johan van Walsem executed July 9, 2009.
|
10.8.1
|
|
†(8)
|
|
Letter Agreement between the Company and Johan van Walsem executed on July 12, 2013.
|
10.9
|
|
†(5)
|
|
Employment Agreement between the Company and Lynne H. Brum executed November 14, 2011.
|
10.10
|
|
†(9)
|
|
Employment Agreement between the Company and Joseph Shaulson dated December 19, 2013.
|
10.11
|
|
†(9)
|
|
Noncompetition, Confidentiality and Inventions Agreement between the Company and Joseph Shaulson dated December 19, 2013.
|
10.12
|
|
†(10)
|
|
Non-Qualified Stock Option Agreement between the Company and Joseph Shaulson dated December 19, 2013.
|
10.13
|
|
†(10)
|
|
Restricted Stock Unit Award Agreement between the Registrant and Joseph Shaulson dated March 24, 2014.
|
10.14
|
|
†(1)
|
|
Form of Employee Noncompetition, Nondisclosure and Inventions Agreement with Oliver P. Peoples and Johan van Walsem.
|
10.15
|
|
†(1)
|
|
Form of Noncompetition, Nondisclosure and Inventions Agreement between the Registrant and Charles B. Haaser, Lynne Brum, and Sarah P. Cecil.
|
10.16
|
|
†(1)
|
|
Form of Indemnification Agreement between the Registrant and its Directors and Officers.
|
10.17
|
|
(1)
|
|
Lease Agreement between the Registrant and 21 Erie Realty Trust dated as of December 29, 2003 for the premises located at 21 Erie Street, Cambridge, Massachusetts 02139.
|
10.17.1
|
|
(9)
|
|
Second Amendment to Lease between the Company and 21 Erie Realty Trust dated as of October 25, 2013 for the premises located at 21 Erie Street, Cambridge, Massachusetts 02139.
|
10.18
|
|
(2)
|
|
Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated March 30, 2007.
|
10.18.1
|
|
(6)
|
|
First Amendment of Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated February 29, 2012.
|
10.18.2
|
|
(9)
|
|
Second Amendment of Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated October 24, 2013.
|
10.19
|
|
#(1)
|
|
License Agreement between the Company and Tepha, Inc. dated as of October 1, 1999.
|
10.20
|
|
#(1)
|
|
License Agreement between the Company and Tepha, Inc. dated as of September 9, 2003.
|
10.21
|
|
(11)
|
|
Amended and Restated Agreement, dated as of August 22, 2014, by and among the Company, Jack W. Schuler, Renate Schuler and the Schuler Family Foundation.
|
10.22
|
|
(7)
|
|
Confidential Disclosure Agreement dated February 6, 2013, between the Company and Jack W. Schuler.
|
10.22.1
|
|
*
|
|
Extension of Confidential Disclosure Agreement between the Company and Jack W. Schuler executed March 13, 2015.
|
14.1
|
|
(5)
|
|
Metabolix, Inc. Code of Business Conduct and Ethics.
|
21.1
|
|
(7)
|
|
Subsidiaries of the Registrant.
|
23.1
|
|
*
|
|
Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
|
24.1
|
|
|
|
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K).
|
31.1
|
|
*
|
|
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
31.2
|
|
*
|
|
Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
32.1
|
|
*
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.1
|
|
*
|
|
The following financial information from the Metabolix Inc. Annual Report on Form 10-K for the year ended December 31, 2014 formatted in XBRL; (i) Consolidated Balance Sheets, December 31, 2014 and December 31, 2013; (ii) Consolidated Statements of Operations, Years Ended December 31, 2014, 2013 and 2012; (iii) Consolidated Statements of Comprehensive Income (Loss), Years Ended December 31, 2014, 2013 and 2012; (iv) Consolidated Statements of Cash Flows, Years Ended December 31, 2014, 2013 and 2012; and (v) Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2014, 2013 and 2012; and (vi) Notes to Consolidated Financial Statements.
|
101.INS
|
|
*
|
|
XBRL Instance Document.
|
101.SCH
|
|
*
|
|
XBRL Taxonomy Extension Schema.
|
101.CAL
|
|
*
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
101.DEF
|
|
*
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB
|
|
*
|
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE
|
|
*
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
†
|
|
Indicates a management contract or any compensatory plan, contract or arrangement.
|
#
|
|
Confidential treatment has been granted for certain portions of this document pursuant to a Commission order. Such provisions have been filed separately with the Commission.
|
*
|
|
Filed herewith
|
(1
|
)
|
Incorporated by reference herein to the exhibits to the Company's Registration Statement on Form S-1 (File No. 333-135760)
|
(2
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-33133)
|
(3
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (File No. 001-33133)
|
(4
|
)
|
Incorporated by reference herein to the exhibits to the Company's 2008 Annual Report on Form 10-K filed March 12, 2009 (File No. 001-33133)
|
(5
|
)
|
Incorporated by reference herein to the exhibits to the Company's 2011 Annual Report on Form 10-K filed March 12, 2012 (File No. 001-33133)
|
(6
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 001-33133)
|
(7
|
)
|
Incorporated by reference herein to the exhibits to the Company's 2012 Annual Report on Form 10-K filed March 28, 2013 (File No. 001-33133)
|
(8
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 001-33133)
|
(9
|
)
|
Incorporated by reference herein to the exhibits to the Company's 2013 Annual Report on Form 10-K filed March 28, 2014 (File No. 001-33133)
|
(10
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 001-33133)
|
(11
|
)
|
Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on August 4, 2014 (File No. 001-33133)
|
(12
|
)
|
Incorporated herein by reference herein to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on October 6, 2014 (File No. 001-33133)
|
(13
|
)
|
Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (File No. 001-33133)
|
|
|
|
|
|
METABOLIX, INC.
|
||
March 25, 2015
|
By:
|
|
/s/ JOSEPH SHAULSON
|
|
|
|
Joseph Shaulson
President and Chief Executive Officer
(Principal Executive Officer)
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JOSEPH SHAULSON
|
|
President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
March 25, 2015
|
Joseph Shaulson
|
|
|
|
|
/s/ CHARLES B. HAASER
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
March 25, 2015
|
Charles B. Haaser
|
|
|
|
|
/s/ PETER N. KELLOGG
|
|
Director
|
|
March 25, 2015
|
Peter N. Kellogg
|
|
|
|
|
/s/ CELESTE B. MASTIN
|
|
Director
|
|
March 25, 2015
|
Celeste B. Mastin
|
|
|
|
|
/s/ OLIVER P. PEOPLES
|
|
Director
|
|
March 25, 2015
|
Oliver P. Peoples
|
|
|
|
|
/s/ ANTHONY J. SINSKEY
|
|
Director
|
|
March 25, 2015
|
Anthony J. Sinskey, Sc.D.
|
|
|
|
|
/s/ MATTHEW STROBECK
|
|
Director
|
|
March 25, 2015
|
Matthew Strobeck
|
|
|
|
|
/s/ ROBERT L. VAN NOSTRAND
|
|
Director
|
|
March 25, 2015
|
Robert L. Van Nostrand
|
|
|
|
|
|
|
|
|
|
|
December 31,
2014 |
|
December 31,
2013 |
||||
Assets
|
|
|
|
|
||||
Current Assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
20,046
|
|
|
$
|
7,698
|
|
Short-term investments
|
|
—
|
|
|
11,511
|
|
||
Accounts receivable
|
|
45
|
|
|
997
|
|
||
Due from related parties
|
|
112
|
|
|
51
|
|
||
Unbilled receivables
|
|
420
|
|
|
187
|
|
||
Inventory
|
|
586
|
|
|
1,921
|
|
||
Prepaid expenses and other current assets
|
|
756
|
|
|
713
|
|
||
Assets of disposal group classified as held for sale
|
|
—
|
|
|
2,153
|
|
||
Total current assets
|
|
21,965
|
|
|
25,231
|
|
||
Restricted cash
|
|
619
|
|
|
619
|
|
||
Property and equipment, net
|
|
456
|
|
|
793
|
|
||
Other assets
|
|
95
|
|
|
95
|
|
||
Total assets
|
|
$
|
23,135
|
|
|
$
|
26,738
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
333
|
|
|
$
|
579
|
|
Accrued expenses
|
|
3,709
|
|
|
4,892
|
|
||
Current portion of deferred rent
|
|
—
|
|
|
55
|
|
||
Short-term deferred revenue
|
|
147
|
|
|
669
|
|
||
Total current liabilities
|
|
4,189
|
|
|
6,195
|
|
||
Other long-term liabilities
|
|
150
|
|
|
145
|
|
||
Total liabilities
|
|
4,339
|
|
|
6,340
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
|
||
Stockholders' Equity:
|
|
|
|
|
||||
Preferred stock ($0.01 par value per share); 5,000,000 shares authorized; no shares issued or outstanding
|
|
—
|
|
|
—
|
|
||
Common stock ($0.01 par value per share); 250,000,000 shares authorized at December 31, 2014, 135,182,140 and 34,581,449 shares issued and outstanding at December 31, 2014 and 2013, respectively
|
|
1,352
|
|
|
346
|
|
||
Additional paid-in capital
|
|
319,580
|
|
|
292,661
|
|
||
Accumulated other comprehensive loss
|
|
(64
|
)
|
|
(71
|
)
|
||
Accumulated deficit
|
|
(302,072
|
)
|
|
(272,538
|
)
|
||
Total stockholders' equity
|
|
18,796
|
|
|
20,398
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
23,135
|
|
|
$
|
26,738
|
|
|
|
Years Ended December 31,
|
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||||
Revenue from termination of ADM collaboration
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,885
|
|
|
Product revenue
|
|
546
|
|
|
461
|
|
|
276
|
|
|
|||
Grant revenue
|
|
1,807
|
|
|
2,480
|
|
|
1,971
|
|
|
|||
Research and development revenue
|
|
—
|
|
|
618
|
|
|
—
|
|
|
|||
License fee and royalty revenue
|
|
447
|
|
|
219
|
|
|
249
|
|
|
|||
Total revenue
|
|
2,800
|
|
|
3,778
|
|
|
41,381
|
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|
||||||
Cost of product revenue
|
|
1,482
|
|
|
1,908
|
|
|
1,030
|
|
|
|||
Research and development
|
|
17,342
|
|
|
18,802
|
|
|
23,177
|
|
|
|||
Selling, general, and administrative
|
|
10,805
|
|
|
11,608
|
|
|
13,245
|
|
|
|||
Total costs and expenses
|
|
29,629
|
|
|
32,318
|
|
|
37,452
|
|
|
|||
Income (loss) from continuing operations
|
|
(26,829
|
)
|
|
(28,540
|
)
|
|
3,929
|
|
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
||||||
Interest income, net
|
|
7
|
|
|
51
|
|
|
124
|
|
|
|||
Gain on sale of property and equipment
|
|
43
|
|
|
—
|
|
|
—
|
|
|
|||
Other income (expense), net
|
|
11
|
|
|
(55
|
)
|
|
(97
|
)
|
|
|||
Total other income (expense), net
|
|
61
|
|
|
(4
|
)
|
|
27
|
|
|
|||
Net income (loss) from continuing operations
|
|
(26,768
|
)
|
|
(28,544
|
)
|
|
3,956
|
|
|
|||
Discontinued operations
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operations
|
|
(1,878
|
)
|
|
(1,962
|
)
|
|
(326
|
)
|
|
|||
Loss from write down of assets held for sale
|
|
(888
|
)
|
|
—
|
|
|
—
|
|
|
|||
Total loss from discontinued operations
|
|
(2,766
|
)
|
|
(1,962
|
)
|
|
(326
|
)
|
|
|||
Net income (loss)
|
|
$
|
(29,534
|
)
|
|
$
|
(30,506
|
)
|
|
$
|
3,630
|
|
|
Basic net loss per share:
|
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
|
$
|
(0.44
|
)
|
|
$
|
(0.83
|
)
|
|
$
|
0.12
|
|
|
Net loss from discontinued operations
|
|
(0.04
|
)
|
|
(0.05
|
)
|
|
(0.01
|
)
|
|
|||
Net income (loss) per share
|
|
$
|
(0.48
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
0.11
|
|
|
Diluted net income (loss) per share
|
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
|
$
|
(0.44
|
)
|
|
$
|
(0.83
|
)
|
|
$
|
0.12
|
|
|
Net loss from discontinued operations
|
|
(0.04
|
)
|
|
(0.05
|
)
|
|
(0.01
|
)
|
|
|||
Net income (loss) per share
|
|
$
|
(0.48
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
0.11
|
|
|
Number of shares used in per share calculations:
|
|
|
|
|
|
|
|
||||||
Basic
|
|
61,455,063
|
|
|
34,471,301
|
|
|
34,217,298
|
|
|
|||
Diluted
|
|
61,455,063
|
|
|
34,471,301
|
|
|
34,279,779
|
|
|
|
|
Years Ended December 31,
|
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
Net income (loss)
|
|
$
|
(29,534
|
)
|
|
$
|
(30,506
|
)
|
|
$
|
3,630
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||
Change in unrealized (loss) on investments
|
|
(1
|
)
|
|
(12
|
)
|
|
(3
|
)
|
|
|||
Change in foreign currency translation adjustment
|
|
(157
|
)
|
|
(38
|
)
|
|
(6
|
)
|
|
|||
Reclassification adjustment for losses included in net loss
|
|
165
|
|
|
—
|
|
|
—
|
|
|
|||
Total other comprehensive income (loss)
|
|
7
|
|
|
(50
|
)
|
|
(9
|
)
|
|
|||
Comprehensive income (loss)
|
|
$
|
(29,527
|
)
|
|
$
|
(30,556
|
)
|
|
$
|
3,621
|
|
|
|
|
Years Ended December 31,
|
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(29,534
|
)
|
|
$
|
(30,506
|
)
|
|
$
|
3,630
|
|
|
Less:
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operation
|
|
(2,766
|
)
|
|
(1,962
|
)
|
|
(326
|
)
|
|
|||
Loss from continuing operation
|
|
(26,768
|
)
|
|
(28,544
|
)
|
|
3,956
|
|
|
|||
Adjustments to reconcile net income (loss) to cash used in operating activities:
|
|
|
|
|
|
|
|
||||||
Depreciation
|
|
507
|
|
|
928
|
|
|
1,298
|
|
|
|||
Charge for 401(k) company common stock match
|
|
374
|
|
|
397
|
|
|
408
|
|
|
|||
Stock-based compensation
|
|
2,276
|
|
|
3,122
|
|
|
3,779
|
|
|
|||
Inventory impairment
|
|
873
|
|
|
746
|
|
|
138
|
|
|
|||
Gain on sale of property and equipment
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
952
|
|
|
(158
|
)
|
|
(693
|
)
|
|
|||
Due from related parties
|
|
(61
|
)
|
|
24
|
|
|
236
|
|
|
|||
Unbilled receivable
|
|
(223
|
)
|
|
185
|
|
|
(68
|
)
|
|
|||
Inventory
|
|
462
|
|
|
(516
|
)
|
|
(2,288
|
)
|
|
|||
Prepaid expenses and other assets
|
|
(43
|
)
|
|
(21
|
)
|
|
108
|
|
|
|||
Accounts payable
|
|
(246
|
)
|
|
(654
|
)
|
|
721
|
|
|
|||
Accrued expenses
|
|
(1,179
|
)
|
|
1,383
|
|
|
(34
|
)
|
|
|||
Deferred rent and long-term liabilities
|
|
(50
|
)
|
|
(151
|
)
|
|
(154
|
)
|
|
|||
Deferred revenue
|
|
(522
|
)
|
|
(398
|
)
|
|
(37,791
|
)
|
|
|||
Net cash used by continuing operations for operating activities
|
|
(23,691
|
)
|
|
(23,657
|
)
|
|
(30,384
|
)
|
|
|||
Net cash used by discontinued operations for operating activities
|
|
(845
|
)
|
|
(2,991
|
)
|
|
(1,352
|
)
|
|
|||
Net cash used in operating activities
|
|
(24,536
|
)
|
|
(26,648
|
)
|
|
(31,736
|
)
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||||
Purchase of property and equipment
|
|
(172
|
)
|
|
(373
|
)
|
|
(392
|
)
|
|
|||
Proceeds from sale of equipment
|
|
43
|
|
|
—
|
|
|
12
|
|
|
|||
Change in restricted cash
|
|
—
|
|
|
(25
|
)
|
|
28
|
|
|
|||
Purchase of investments
|
|
(1,508
|
)
|
|
(16,635
|
)
|
|
(58,933
|
)
|
|
|||
Proceeds from sale and maturity of short-term investments
|
|
13,017
|
|
|
36,821
|
|
|
84,303
|
|
|
|||
Net cash provided by continuing operations for investing activities
|
|
11,380
|
|
|
19,788
|
|
|
25,018
|
|
|
|||
Net cash provided by discontinued operations for investing activities
|
|
292
|
|
|
—
|
|
|
—
|
|
|
|||
Net cash provided by investing activities
|
|
11,672
|
|
|
19,788
|
|
|
25,018
|
|
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||||
Proceeds from options exercised
|
|
300
|
|
|
14
|
|
|
19
|
|
|
|||
Proceeds from private placement offering, net of issuance costs
|
|
24,914
|
|
|
—
|
|
|
—
|
|
|
|||
Net cash provided by financing activities
|
|
25,214
|
|
|
14
|
|
|
19
|
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(2
|
)
|
|
(28
|
)
|
|
(6
|
)
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
12,348
|
|
|
(6,874
|
)
|
|
(6,705
|
)
|
|
|||
Cash and cash equivalents at beginning of period
|
|
7,698
|
|
|
14,572
|
|
|
21,277
|
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
20,046
|
|
|
$
|
7,698
|
|
|
$
|
14,572
|
|
|
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash information:
|
|
|
|
|
|
|
|
||||||
Preferred stock conversion to common stock
|
|
$
|
12,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Series B
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Shares
|
|
Par Value
|
|
Shares
|
Par Value
|
|
Additional Paid-In Capital
|
|
Accumulated other Comprehensive Income (loss)
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
||||||||||||||
Balance, December 31, 2011
|
|
—
|
|
|
$
|
—
|
|
|
34,115,798
|
|
$
|
341
|
|
|
$
|
284,796
|
|
|
$
|
(12
|
)
|
|
$
|
(245,662
|
)
|
|
$
|
39,463
|
|
Exercise of common stock options
|
|
—
|
|
|
—
|
|
|
11,436
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
19
|
|
||||||
Non-cash stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
3,807
|
|
|
—
|
|
|
—
|
|
|
3,807
|
|
||||||
Issuance of common stock for 401k match
|
|
—
|
|
|
—
|
|
|
179,336
|
|
2
|
|
|
428
|
|
|
—
|
|
|
—
|
|
|
430
|
|
||||||
Change in unrealized loss on investments
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Effect of foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,630
|
|
|
3,630
|
|
||||||
Balance, December 31, 2012
|
|
—
|
|
|
—
|
|
|
34,306,570
|
|
$
|
343
|
|
|
$
|
289,050
|
|
|
$
|
(21
|
)
|
|
$
|
(242,032
|
)
|
|
$
|
47,340
|
|
|
Exercise of common stock options
|
|
—
|
|
|
—
|
|
|
7,550
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||
Non-cash stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
3,193
|
|
|
—
|
|
|
—
|
|
|
3,193
|
|
||||||
Issuance of common stock for 401k match
|
|
—
|
|
|
—
|
|
|
267,329
|
|
3
|
|
|
404
|
|
|
—
|
|
|
—
|
|
|
407
|
|
||||||
Change in unrealized loss on investments
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||||
Effect of foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
(38
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,506
|
)
|
|
(30,506
|
)
|
||||||
Balance, December 31, 2013
|
|
—
|
|
|
—
|
|
|
34,581,449
|
|
$
|
346
|
|
|
$
|
292,661
|
|
|
$
|
(71
|
)
|
|
$
|
(272,538
|
)
|
|
$
|
20,398
|
|
|
Exercise of common stock options
|
|
—
|
|
|
—
|
|
|
250,000
|
|
2
|
|
|
298
|
|
|
|
|
|
|
|
|
300
|
|
||||||
Non-cash stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2,335
|
|
|
—
|
|
|
—
|
|
|
2,335
|
|
||||||
Issuance of common stock for 401k match
|
|
—
|
|
|
—
|
|
|
350,691
|
|
4
|
|
|
372
|
|
|
—
|
|
|
—
|
|
|
376
|
|
||||||
Issuance of stock in connection with private placement, net offering costs of $86
|
|
50,000
|
|
|
1
|
|
|
50,000,000
|
|
500
|
|
|
24,413
|
|
|
—
|
|
|
—
|
|
|
24,914
|
|
||||||
Issuance of common stock upon conversion of preferred stock
|
|
(50,000
|
)
|
|
(1
|
)
|
|
50,000,000
|
|
500
|
|
|
(499
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Change in unrealized gain on investments
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Effect of foreign currency translation
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,534
|
)
|
|
(29,534
|
)
|
||||||
Balance, December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
135,182,140
|
|
$
|
1,352
|
|
|
$
|
319,580
|
|
|
$
|
(64
|
)
|
|
$
|
(302,072
|
)
|
|
$
|
18,796
|
|
Asset Description
|
|
Estimated Useful Life
|
Equipment
|
|
2.5 - 3 years
|
Furniture and Fixtures
|
|
5
|
Software
|
|
3
|
Leasehold improvements
|
|
Shorter of useful life or term of lease
|
|
|
Year Ended
December 31, |
|
||||||
|
|
2014
|
|
2013
|
|
||||
Deferred product revenue
|
|
$
|
57
|
|
|
$
|
537
|
|
|
Deferred cost of product revenue
|
|
$
|
9
|
|
|
$
|
476
|
|
|
|
|
Year Ended December 31,
|
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
Numerator:
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(29,534
|
)
|
|
$
|
(30,506
|
)
|
|
$
|
3,630
|
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding
|
|
61,455,063
|
|
|
34,471,301
|
|
|
34,217,298
|
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||
Stock options
|
|
—
|
|
|
—
|
|
|
62,481
|
|
|
|||
Dilutive potential common shares
|
|
—
|
|
|
—
|
|
|
62,481
|
|
|
|||
Shares used in calculating diluted earnings per share
|
|
61,455,063
|
|
|
34,471,301
|
|
|
34,279,779
|
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|
|||
Options
|
|
6,664,359
|
|
|
6,201,429
|
|
|
5,579,042
|
|
|
Restricted stock awards
|
|
600,000
|
|
|
—
|
|
|
—
|
|
|
Warrants
|
|
—
|
|
|
4,086
|
|
|
4,086
|
|
|
Total
|
|
7,264,359
|
|
|
6,205,515
|
|
|
5,583,128
|
|
|
|
|
Amortized Cost
|
|
Unrealized
|
|
Market Value
|
|
||||||||||
|
|
Gain
|
|
(Loss)
|
|
|
|||||||||||
Short-term investments
|
|
|
|
|
|
|
|
|
|
||||||||
Government sponsored enterprises
|
|
$
|
11,510
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
11,511
|
|
|
Total
|
|
$
|
11,510
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
11,511
|
|
|
|
|
Fair value measurements at reporting date using
|
|
|
|
||||||||||||
Description
|
|
Quoted prices in active markets for identical assets
(Level 1)
|
|
Significant other observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
|
Balance
as of December 31, 2014 |
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
19,011
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,011
|
|
|
Total
|
|
$
|
19,011
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,011
|
|
|
|
|
Fair value measurements at reporting date using
|
|
|
|
||||||||||||
Description
|
|
Quoted prices in active markets for identical assets
(Level 1)
|
|
Significant other observable inputs
(Level 2)
|
|
Significant unobservable inputs
(Level 3)
|
|
Balance
as of December 31, 2013 |
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
6,332
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,332
|
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
||||||||
Government securities
|
|
—
|
|
|
11,511
|
|
|
—
|
|
|
11,511
|
|
|
||||
|
|
$
|
6,332
|
|
|
$
|
11,511
|
|
|
$
|
—
|
|
|
$
|
17,843
|
|
|
|
|
Year ended
December 31, |
|
||||||
|
|
2014
|
|
2013
|
|
||||
Equipment
|
|
$
|
4,723
|
|
|
$
|
4,868
|
|
|
Furniture and fixtures
|
|
227
|
|
|
227
|
|
|
||
Leasehold improvements
|
|
1,356
|
|
|
2,652
|
|
|
||
Software
|
|
381
|
|
|
381
|
|
|
||
Total property and equipment, at cost
|
|
6,687
|
|
|
8,128
|
|
|
||
Less: Accumulated depreciation
|
|
(6,231
|
)
|
|
(7,335
|
)
|
|
||
Property and equipment, net
|
|
$
|
456
|
|
|
$
|
793
|
|
|
|
|
Year ended
December 31, |
|
||||||
|
|
2014
|
|
2013
|
|
||||
Employee compensation and benefits
|
|
$
|
2,621
|
|
|
$
|
2,595
|
|
|
Commercial manufacturing
|
|
77
|
|
|
815
|
|
|
||
Professional services
|
|
564
|
|
|
578
|
|
|
||
Other
|
|
447
|
|
|
904
|
|
|
||
Total accrued expenses
|
|
$
|
3,709
|
|
|
$
|
4,892
|
|
|
Year ended December 31,
|
|
Minimum
lease payment
|
|
||
2015
|
|
$
|
1,477
|
|
|
2016
|
|
1,419
|
|
|
|
2017
|
|
1,454
|
|
|
|
2018
|
|
1,488
|
|
|
|
2019 and thereafter
|
|
2,087
|
|
|
|
Total
|
|
$
|
7,925
|
|
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Remaining Contractual Term
(in years)
|
|
Aggregate Intrinsic Value
|
|
|
Balance at December 31, 2013
|
|
6,201,429
|
|
|
$5.68
|
|
|
|
|
|
Granted
|
|
2,051,925
|
|
|
1.27
|
|
|
|
|
|
Exercised
|
|
(250,000
|
)
|
|
1.20
|
|
|
|
|
|
Forfeited
|
|
(722,487
|
)
|
|
2.39
|
|
|
|
|
|
Expired
|
|
(616,508
|
)
|
|
7.27
|
|
|
|
|
|
Balance at December 31, 2014
|
|
6,664,359
|
|
|
4.70
|
|
5.75
|
|
$—
|
|
Vested and expected to vest at December 31, 2014
|
|
6,426,083
|
|
|
4.82
|
|
5.64
|
|
—
|
|
Exercisable at December 31, 2014
|
|
4,416,231
|
|
|
6.30
|
|
4.28
|
|
—
|
|
|
|
Stock Options Outstanding
|
|
Stock Options Exercisable
|
|
||||||||||||
Range of
exercise prices
|
|
Number of shares
|
|
Weighted average remaining contractual life (in years)
|
|
Weighted average exercise price per share
|
|
Number of shares
|
|
Weighted average exercise price per share
|
|
||||||
$0.55 - 1.29
|
|
627,796
|
|
|
8.85
|
|
$
|
1.19
|
|
|
197,338
|
|
|
$
|
1.24
|
|
|
1.33 - 1.33
|
|
1,150,000
|
|
|
8.97
|
|
1.33
|
|
|
—
|
|
|
—
|
|
|
||
1.34-1.64
|
|
1,108,193
|
|
|
5.58
|
|
1.54
|
|
|
983,855
|
|
|
1.55
|
|
|
||
1.65 - 2.66
|
|
1,622,301
|
|
|
5.68
|
|
2.15
|
|
|
1,124,512
|
|
|
2.19
|
|
|
||
2.72 - 9.77
|
|
1,115,402
|
|
|
3.73
|
|
7.54
|
|
|
1,069,859
|
|
|
7.60
|
|
|
||
10.08 - 24.97
|
|
1,040,667
|
|
|
2.81
|
|
14.85
|
|
|
1,040,667
|
|
|
14.85
|
|
|
||
|
|
6,664,359
|
|
|
5.75
|
|
$
|
4.70
|
|
|
4,416,231
|
|
|
$
|
6.30
|
|
|
|
|
Year Ended December 31,
|
||||
|
|
2014
|
|
2013
|
|
2012
|
Expected dividend yield
|
|
—
|
|
—
|
|
—
|
Risk-free rate
|
|
0.01% - 2.41%
|
|
0.71% - 2.05%
|
|
0.67% - 1.15%
|
Expected option term (in years)
|
|
0.1-6.1
|
|
6.0 - 6.1
|
|
5.3 - 5.5
|
Volatility
|
|
84% - 85%
|
|
84% - 85%
|
|
84% - 87%
|
|
|
Year Ended December 31,
|
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
||||||
Domestic
|
|
$
|
(28,741
|
)
|
|
$
|
(28,200
|
)
|
|
$
|
3,502
|
|
|
Foreign
|
|
35
|
|
|
51
|
|
|
72
|
|
|
|||
Profit (loss) before taxes
|
|
$
|
(28,706
|
)
|
|
$
|
(28,149
|
)
|
|
$
|
3,574
|
|
|
|
|
Year Ended
December 31, |
|
||||||
|
|
2014
|
|
2013
|
|
||||
Deferred Tax Assets:
|
|
|
|
|
|
||||
Net operating loss carryforward
|
|
$
|
6,215
|
|
|
$
|
81,699
|
|
|
Capitalization of research and development expense
|
|
$
|
10,250
|
|
|
$
|
1,945
|
|
|
Credit carryforwards
|
|
$
|
524
|
|
|
$
|
8,118
|
|
|
Depreciation
|
|
$
|
2,017
|
|
|
$
|
2,403
|
|
|
Non-Qualified Stock Options
|
|
$
|
4,484
|
|
|
$
|
4,437
|
|
|
Other temporary differences
|
|
$
|
1,559
|
|
|
$
|
1,813
|
|
|
Total deferred tax assets.
|
|
$
|
25,049
|
|
|
$
|
100,415
|
|
|
Valuation allowance
|
|
$
|
(25,046
|
)
|
|
$
|
(100,405
|
)
|
|
Net deferred tax assets
|
|
$
|
3
|
|
|
$
|
10
|
|
|
Deferred Tax Liabilities:
|
|
|
|
|
|
||||
Other temporary differences
|
|
$
|
(3
|
)
|
|
$
|
(10
|
)
|
|
Net deferred taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2014
|
|
2013
|
|
2012
|
|
|||
Federal income tax at statutory federal rate
|
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
|
State taxes
|
|
7.0
|
%
|
|
3.8
|
%
|
|
7.8
|
%
|
|
Permanent differences
|
|
(3.9
|
)%
|
|
(2.1
|
)%
|
|
19.6
|
%
|
|
Tax credits
|
|
3.1
|
%
|
|
2.8
|
%
|
|
(10.5
|
)%
|
|
State rate change on deferred balances
|
|
0.3
|
%
|
|
(0.4
|
)%
|
|
3.1
|
%
|
|
Expiration of net operating losses and credits
|
|
(7.2
|
)%
|
|
(6.3
|
)%
|
|
49.2
|
%
|
|
Impact of Ownership Change
|
|
(294.9
|
)%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
Other
|
|
(1.7
|
)%
|
|
0.2
|
%
|
|
9.8
|
%
|
|
Change in valuation allowance
|
|
263.3
|
%
|
|
(32.0
|
)%
|
|
(113.0
|
)%
|
|
Total
|
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|||||||||
Total revenue
|
|
$
|
1,699
|
|
|
$
|
1,616
|
|
|
$
|
935
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
|||||||||
Cost of product revenue
|
|
1,559
|
|
|
1,118
|
|
|
396
|
|
||||||
Research and development
|
|
260
|
|
|
325
|
|
|
—
|
|
||||||
Selling, general and administrative
|
|
1,593
|
|
|
2,135
|
|
|
865
|
|
||||||
Loss from write-down of assets held for sale
|
|
888
|
|
|
—
|
|
|
—
|
|
||||||
Other expense
|
|
165
|
|
|
—
|
|
|
—
|
|
||||||
Total costs and expenses
|
|
4,465
|
|
|
3,578
|
|
|
1,261
|
|
||||||
Net loss
|
|
$
|
(2,766
|
)
|
|
$
|
(1,962
|
)
|
|
$
|
(326
|
)
|
|
|
Original
Charges and Amounts Accrued |
|
Amounts Paid
through
December 31, 2014
|
|
Amounts
Accrued at
December 31, 2014
|
|
||||||
Employee severance, benefits and related costs
|
|
$
|
624
|
|
|
$
|
186
|
|
|
$
|
438
|
|
|
|
|
$
|
624
|
|
|
$
|
186
|
|
|
$
|
438
|
|
|
|
|
U.S.
|
|
Canada
|
|
Eliminations
|
|
Total
|
|
||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenues to unaffiliated customers
|
|
$
|
2,668
|
|
|
$
|
132
|
|
|
$
|
—
|
|
|
$
|
2,800
|
|
|
Inter-geographic revenues
|
|
—
|
|
|
744
|
|
|
(744
|
)
|
|
—
|
|
|
||||
Net revenues
|
|
$
|
2,668
|
|
|
$
|
876
|
|
|
$
|
(744
|
)
|
|
$
|
2,800
|
|
|
Identifiable long-lived assets
|
|
$
|
441
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
456
|
|
|
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenues to unaffiliated customers
|
|
$
|
3,505
|
|
|
$
|
273
|
|
|
$
|
—
|
|
|
$
|
3,778
|
|
|
Inter-geographic revenues
|
|
—
|
|
|
794
|
|
|
(794
|
)
|
|
—
|
|
|
||||
Net revenues
|
|
$
|
3,505
|
|
|
$
|
1,067
|
|
|
$
|
(794
|
)
|
|
$
|
3,778
|
|
|
Identifiable long-lived assets
|
|
$
|
752
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
793
|
|
|
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenues to unaffiliated customers
|
|
$
|
41,201
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
41,381
|
|
|
Inter-geographic revenues
|
|
—
|
|
|
737
|
|
|
(737
|
)
|
|
—
|
|
|
||||
Net revenues
|
|
$
|
41,201
|
|
|
$
|
917
|
|
|
$
|
(737
|
)
|
|
$
|
41,381
|
|
|
Identifiable long-lived assets
|
|
$
|
1,309
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
1,358
|
|
|
|
|
Quarter ended
|
||||||||||||||
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
613
|
|
|
$
|
699
|
|
|
$
|
632
|
|
|
$
|
856
|
|
Loss from continuing operations
|
|
(7,491
|
)
|
|
(6,762
|
)
|
|
(6,708
|
)
|
|
(5,807
|
)
|
||||
Loss from discontinued operations
|
|
(663
|
)
|
|
(473
|
)
|
|
(1,185
|
)
|
|
(445
|
)
|
||||
Net loss
|
|
$
|
(8,154
|
)
|
|
$
|
(7,235
|
)
|
|
$
|
(7,893
|
)
|
|
$
|
(6,252
|
)
|
Basic and diluted net loss per share
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
(0.21
|
)
|
|
(0.19
|
)
|
|
(0.12
|
)
|
|
(0.05
|
)
|
||||
Discontinued operation
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|
—
|
|
||||
Net loss per share
|
|
$
|
(0.23
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.05
|
)
|
2013
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
$
|
1,251
|
|
|
$
|
1,152
|
|
|
$
|
629
|
|
|
$
|
746
|
|
Loss from continuing operations
|
|
(6,731
|
)
|
|
(7,348
|
)
|
|
(6,498
|
)
|
|
(7,967
|
)
|
||||
Loss from discontinued operations
|
|
(32
|
)
|
|
(517
|
)
|
|
(753
|
)
|
|
(660
|
)
|
||||
Net loss
|
|
$
|
(6,763
|
)
|
|
$
|
(7,865
|
)
|
|
$
|
(7,251
|
)
|
|
$
|
(8,627
|
)
|
Basic and diluted net loss per share
|
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
|
(0.20
|
)
|
|
(0.22
|
)
|
|
(0.19
|
)
|
|
(0.23
|
)
|
||||
Discontinued operation
|
|
—
|
|
|
(0.01
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
||||
Net loss per share
|
|
$
|
(0.20
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.25
|
)
|
1.
|
Change of Control Severance Benefits.
|
(a)
|
the Company shall continue your base salary at the rate in effect at the date of termination for a period of twelve (12) months from the date of termination, and such salary continuation shall commence on the 37
th
day after the date on which your employment terminates and shall be paid in accordance with the Company’s normal payroll practice, provided that the first payment will include all amounts which would have been paid in the 37 days following your termination of employment;
|
(b)
|
the Company shall pay COBRA premiums to maintain medical and dental benefits, if any, in effect at the time of termination until the earlier of (i) twelve (12) months following the date of termination, or (ii) the date you become insured under a medical insurance plan providing similar benefits to that of the Company plan; and
|
(c)
|
the Company shall cause the full vesting of all your unvested equity, including but not limited to any options or restricted stock granted to you under the 2006 Stock Option and Incentive Plan, the 2014 Stock Option and Incentive Plan, and any other authorized stock plan, provided that the conditions to vesting other than the passage of time have been satisfied.
|
2.
|
Termination without Cause.
|
(a)
|
the Company shall continue your base salary at the rate in effect at the date of termination for a period of twelve (12) months from the date of termination, and such salary continuation shall commence on the 37
th
day after the date on which your employment terminates and shall be paid in accordance with the Company’s normal payroll practice, provided that the first payment will include all amounts which would have been paid in the 37 days following your termination of employment; and
|
(a)
|
the Company shall pay COBRA premiums to maintain medical and dental benefits, if any, in effect at the time of termination until the earlier of (i) twelve (12) months following the date of termination, or (ii) the date you become insured under a medical insurance plan providing comparable benefits to that of the Company plan.
|
3.
|
Definitions.
|
3.1.
|
“
Cause
” for termination shall be limited to the following:
|
(a)
|
Your conviction of a felony; or
|
(b)
|
Your commission of fraud, or misconduct that results in material and demonstrable damage to the business or reputation of the Company; or
|
(c)
|
Your willful and continued failure to perform your duties to the Company (other than such failure resulting from your incapacity due to disability, as determined by the Company’s disability insurance provider) within 10 business days after the Company delivers a written demand for performance to you that specifically identifies the actions to be performed.
|
3.2.
|
“
Change of Control
”. As used herein, a “Change of Control” shall occur or be deemed to have occurred only upon any one or more of the following events:
|
(a)
|
any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company, in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company, representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or
|
(b)
|
persons who, as of the effective date of this agreement, constitute the Company’s Board of Directors (the “Incumbent Board”) cease for any reason including, without limitation, as a result of a tender offer, proxy contest, merger, consolidation or similar transaction, to constitute at least a majority of the Board of Directors, provided that any person becoming a director of the Company subsequent to the effective date of this agreement whose election is approved by at least a majority of the directors then comprising the Incumbent Board shall, for purposes of this Section 6(f), be considered a member of the Incumbent Board; or
|
(c)
|
the consummation of a merger or consolidation of the Company with any other corporation or other entity, other than (1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; or
|
(d)
|
the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.
|
3.3.
|
“
Good Reason
” shall mean that you means that you have complied with the ‘Good Reason Process’ (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in your responsibilities, authority or duties; (ii) a material diminution in your Base Salary; (iii) a material change in the geographic location at which you provide services to the Company; or (iv) the material breach of this Agreement by the Company. ‘
Good Reason Process
’ shall mean that (i) you reasonably determine in good faith that a ‘Good Reason’ condition has occurred; (ii) you notify the Company in writing of the occurrence of the Good Reason condition within 60 days of the occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the ‘
Cure Period
’), to remedy the condition; (iv)
|
4.
|
Taxes
.
|
4.1.
|
All payments required to be made by the Company to you under this Agreement shall be subject to the withholding of such amounts for taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. To the extent applicable, it is intended that this Agreement be exempt from, or comply with, the provisions of Section 409A of the Code, and this Agreement shall be construed and applied in a manner consistent with this intent. In the event that any severance payments or benefits hereunder are determined by the Company to be in the nature of nonqualified deferred compensation payments, you and the Company hereby agree to take such actions as may be mutually agreed to ensure that such payments or benefits comply with the applicable provisions of Section 409A of the Code and the official guidance issued thereunder. Notwithstanding the foregoing, the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement.
|
4.2.
|
Notwithstanding anything set forth in this Agreement, a termination of employment shall be deemed not to have occurred until such time as you incur a “separation from service” with the Company in accordance with Section 409A(a)(2)(A)(i) of the Code and the applicable provisions of Treasury Regulation Section 1.409A-1(h).
|
4.3.
|
Notwithstanding anything set forth in this Agreement, if at the time of your ‘separation from service,’ the Company determines that the you are a ‘specified employee’ within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Solely for purposes of Section 409A of the Code, each installment payment described in Section 5 is considered a separate payment.
|
5.
|
At-Will Employment
. The Company and you acknowledge that, notwithstanding anything contained in this Agreement, your employment with the Company is and shall be at-will, as defined under applicable law. Nothing in this Agreement is intended to provide you with any right to continue in the employ of the Company for any period of specific duration or interfere
|
6.
|
General.
|
6.1.
|
Entire Agreement
. This Agreement embodies the entire agreement and understanding between you and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof, including without limitation the Severance Agreement dated May 28, 2013, which is hereby terminated.
|
6.2.
|
Modifications, Amendments, Waivers
. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by you and the Company. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions.
|
6.3.
|
Assignment
. The Company shall cause its rights and obligations hereunder to be assumed by any person or entity that succeeds to all or substantially all of the Company’s business or that part of the Company’s business in which you are principally involved and may assign its rights and obligations hereunder to any Company affiliate. You may not assign your rights and obligations under this Agreement without the prior written consent of the Company and any such attempted assignment by you without the prior written consent of the Company will be void. Notwithstanding the foregoing, the terms of this Agreement and your rights hereunder shall inure to the benefit of, and be enforceable by, your personal or legal representatives, executors, administrators, successors, heirs, and legatees.
|
6.4.
|
Governing Law
. This Agreement and the rights and obligations of the parties hereunder will be construed in accordance with and governed by the law of Massachusetts, without giving effect to the conflict of law principles thereof.
|
1.
|
Defined Terms
. Capitalized terms in this Certificate shall have the meaning specified in the Plan, unless a different meaning is specified herein.
|
2.
|
Restrictions on Transfer of Award
. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee. Any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 3 of this Agreement, (ii) shares of Stock have been issued to the Grantee in accordance with the terms of this Agreement and (iii) there is an effective registration statement registering any such shares of Stock under the Securities Act (or the Grantee has obtained an opinion of counsel stating that registration under the Securities Act is not required).
|
3.
|
Vesting of Restricted Stock Units
. Subject to Paragraph 4 below, the restrictions and conditions of Paragraph 2 of this Agreement shall lapse on the vesting date or dates specified in the attached Notice of Grant so long as the Grantee remains an employee of the Company on such Dates. If a series of vesting dates is specified, then the restrictions and conditions in Paragraph 2 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. The Administrator shall have the power and authority to accelerate at any time the vesting of all or any Restricted Stock Units.
|
4.
|
Termination of Employment
. If the Grantee’s employment terminates for any reason, including without limitation termination by reason of death or disability, then unless otherwise determined by the Administrator, all unvested Restricted Stock Units shall terminate immediately and be of no further force and effect.
|
5.
|
Issuance of Shares of Stock
. Promptly following each vesting date, the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 3 of this Agreement on such date (subject to appropriate adjustment in the event of any stock split, stock dividend, combination or other similar recapitalization with respect to such Stock).
|
6.
|
Tax Withholding
. Promptly following each vesting date, the Grantee shall pay to the Company or make other arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such vesting. Unless the Grantee notifies the Company at least 30 days prior to the applicable vesting date of his or her intention to make such payment or arrangement, the Company shall cause the required minimum tax withholding obligation to be satisfied by withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the minimum withholding amount due.
|
7.
|
Section 409A of the Code.
Anything in this Agreement to the contrary notwithstanding, if at the time of the Grantee’s separation from service within the meaning of Section 409A of the Code, the Company determines that Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any shares of Stock that the Grantee becomes entitled to under this Agreement on account of the Grantee’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such benefit shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Grantee’s separation from service, or (B) the Grantee’s death; provided, further, that if the vesting of any Restricted Stock Units shall continue as scheduled after the Grantee’s separation from service, such unvested Restricted Stock Units shall also be treated in the same manner such that any shares of Stock issuable upon the vesting of such Restricted Stock Units shall not be issued until the date that is the earlier of (C) six months and one day after the Grantee’s separation from service, or (D) the Grantee’s death.
|
8.
|
No Obligation to Continue Employment
. The Company is not obligated by or as a result of this Agreement to continue the Grantee in employment and this Agreement shall not interfere in any way with the right of the Company to terminate the employment of the Grantee at any time.
|
9.
|
Integration
. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter.
|
10.
|
Data Privacy Consent
. In order to administer this Award and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of this Agreement (the “Relevant Information”). By accepting this Award, the Grantee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
|
11.
|
Notices
. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
|
|
METABOLIX, INC.
|
||
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Sarah P. Cecil
|
|
Name:
|
|
Sarah P. Cecil
|
|
Title:
|
|
General Counsel
|
/s/ Jack W. Schuler
|
|
|
Jack W. Schuler
|
|
|
|
|
|
Date:
|
2/5/14
|
|
|
Date: March 25, 2015
|
|
/s/ JOSEPH SHAULSON
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Joseph Shaulson
|
|
|
|
Title:
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
Date: March 25, 2015
|
|
/s/ CHARLES B. HAASER
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Charles B. Haaser
|
|
|
|
Title:
|
|
Chief Accounting Officer
(Principal Financial and Accounting Officer)
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and
|
2.
|
the information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
METABOLIX, INC.
|
||
|
|
|
|
|
Date: March 25, 2015
|
|
By:
|
|
/s/ JOSEPH SHAULSON
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Shaulson
|
|
|
|
|
President and Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
Date: March 25, 2015
|
|
By:
|
|
/s/ CHARLES B. HAASER
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles B. Haaser
|
|
|
|
|
Chief Accounting Officer (Principal Financial and Accounting Officer)
|