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Delaware
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04-3158289
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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21 Erie Street
Cambridge, MA
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02139
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(Address of principal executive offices)
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(Zip Code)
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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
x
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(Do not check if a smaller reporting company)
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Page
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Item
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Item
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September 30,
2015 |
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December 31,
2014 |
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Assets
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Current Assets:
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Cash and cash equivalents
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$
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17,894
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$
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20,046
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Accounts receivable
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276
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45
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Due from related parties
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147
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112
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Unbilled receivables
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288
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420
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Inventory
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375
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586
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Prepaid expenses and other current assets
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1,443
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756
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Total current assets
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20,423
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21,965
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Restricted cash
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619
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619
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Property and equipment, net
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908
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456
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Other assets
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170
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95
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Total assets
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$
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22,120
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$
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23,135
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Liabilities and Stockholders’ Equity
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Current Liabilities:
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Accounts payable
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$
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448
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$
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333
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Accrued expenses
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3,590
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3,709
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Deferred revenue
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154
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147
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Total current liabilities
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4,192
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4,189
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Other long-term liabilities
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150
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150
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Total liabilities
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4,342
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4,339
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Commitments and contingencies (Note 9)
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Stockholders’ Equity:
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Preferred stock ($0.01 par value per share); 5,000,000 shares authorized; no shares issued or outstanding
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—
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—
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Common stock ($0.01 par value per share); 250,000,000 shares authorized at September 30, 2015 and December 31, 2014; 26,981,214 and 22,530,322 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively
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270
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225
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Additional paid-in capital
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337,416
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320,707
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Accumulated other comprehensive loss
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(72
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)
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(64
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)
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Accumulated deficit
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(319,836
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)
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(302,072
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)
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Total stockholders’ equity
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17,778
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18,796
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Total liabilities and stockholders’ equity
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$
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22,120
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$
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23,135
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2015
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2014
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2015
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2014
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Revenue:
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Product revenue
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$
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209
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$
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115
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$
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394
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$
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428
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Grant revenue
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327
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390
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1,249
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1,301
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License fee and royalty revenue
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173
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127
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455
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215
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Total revenue
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709
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632
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2,098
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1,944
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Costs and expenses:
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Cost of product revenue
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347
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786
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521
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1,372
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Research and development
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4,088
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4,088
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12,332
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13,280
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Selling, general, and administrative
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2,156
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2,472
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7,086
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8,269
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Total costs and expenses
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6,591
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7,346
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19,939
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22,921
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Loss from continuing operations
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(5,882
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)
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(6,714
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)
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(17,841
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)
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(20,977
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)
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Other income (expense):
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Interest income, net
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1
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4
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3
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6
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Other income (expense), net
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33
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2
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74
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10
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Total other income (expense), net
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34
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6
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77
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16
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Net loss from continuing operations
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(5,848
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)
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(6,708
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)
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(17,764
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)
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(20,961
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)
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Discontinued operations:
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Loss from discontinued operations
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—
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(294
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)
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—
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(1,430
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)
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Loss from write down of assets held for sale
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—
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(891
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)
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—
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(891
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)
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Total loss from discontinued operations
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—
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(1,185
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)
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—
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(2,321
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)
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Net loss
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$
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(5,848
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)
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$
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(7,893
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)
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$
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(17,764
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)
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$
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(23,282
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)
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Basic and diluted net loss per share:
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Net loss from continuing operations
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$
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(0.22
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)
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$
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(0.71
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)
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$
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(0.73
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)
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$
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(2.99
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)
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Net loss from discontinued operations
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—
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(0.13
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)
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—
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(0.33
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)
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||||
Net loss per share
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$
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(0.22
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)
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$
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(0.84
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)
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$
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(0.73
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)
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$
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(3.32
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)
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||||||||
Number of shares used in per share calculations:
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||||||||
Basic & Diluted
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26,979,598
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9,381,316
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24,234,043
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7,017,749
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2015
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2014
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2015
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2014
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||||||||
Net loss:
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$
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(5,848
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)
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$
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(7,893
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)
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$
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(17,764
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)
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$
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(23,282
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)
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Other comprehensive loss
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|
|
|
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||||||||
Change in unrealized loss on investments
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—
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—
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—
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|
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(1
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)
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||||
Change in foreign currency translation adjustment
|
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(3
|
)
|
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(109
|
)
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(7
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)
|
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(140
|
)
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||||
Total other comprehensive loss
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(3
|
)
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(109
|
)
|
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(7
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)
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(141
|
)
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||||
Comprehensive loss
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$
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(5,851
|
)
|
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$
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(8,002
|
)
|
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$
|
(17,771
|
)
|
|
$
|
(23,423
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)
|
|
|
Nine Months Ended September 30,
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||||||
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2015
|
|
2014
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||||
Cash flows from operating activities
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|
|
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|
||||
Net loss
|
|
$
|
(17,764
|
)
|
|
$
|
(23,282
|
)
|
Less:
|
|
|
|
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||||
Loss from discontinued operation
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—
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(2,321
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)
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Loss from continuing operations
|
|
(17,764
|
)
|
|
(20,961
|
)
|
||
Adjustments to reconcile net loss to cash used in operating activities:
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||||
Depreciation
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167
|
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|
430
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Charge for 401(k) company common stock match
|
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291
|
|
|
332
|
|
||
Stock-based compensation
|
|
1,483
|
|
|
1,912
|
|
||
Inventory impairment
|
|
202
|
|
|
886
|
|
||
Gain on sale of property and equipment
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(33
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivables
|
|
(231
|
)
|
|
769
|
|
||
Due from related party
|
|
(35
|
)
|
|
(49
|
)
|
||
Unbilled receivables
|
|
132
|
|
|
34
|
|
||
Inventory
|
|
9
|
|
|
191
|
|
||
Prepaid expenses and other assets
|
|
(687
|
)
|
|
254
|
|
||
Accounts payable
|
|
48
|
|
|
(211
|
)
|
||
Accrued expenses
|
|
18
|
|
|
(1,355
|
)
|
||
Deferred rent and other long-term liabilities
|
|
—
|
|
|
(50
|
)
|
||
Deferred revenue
|
|
7
|
|
|
(364
|
)
|
||
Net cash used by continuing operations for operating activities
|
|
(16,393
|
)
|
|
(18,182
|
)
|
||
Net cash used by discontinued operations for operating activities
|
|
—
|
|
|
(460
|
)
|
||
Net cash used in operating activities
|
|
(16,393
|
)
|
|
(18,642
|
)
|
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||||
Cash flows from investing activities
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|
||||
Purchase of property and equipment
|
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(498
|
)
|
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(153
|
)
|
||
Proceeds from sale of equipment
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40
|
|
|
—
|
|
||
Purchase of short-term investments
|
|
—
|
|
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(1,508
|
)
|
||
Proceeds from the sale and maturity of short-term investments
|
|
—
|
|
|
13,019
|
|
||
Net cash (used by) provided by investing activities
|
|
(458
|
)
|
|
11,358
|
|
||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
||||
Proceeds from options exercised
|
|
—
|
|
|
300
|
|
||
Proceeds from private placement offerings, net of issuance costs
|
|
14,703
|
|
|
24,913
|
|
||
Net cash provided by financing activities
|
|
14,703
|
|
|
25,213
|
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
(4
|
)
|
|
(141
|
)
|
||
|
|
|
|
|
||||
Net (decrease) increase in cash and cash equivalents
|
|
(2,152
|
)
|
|
17,788
|
|
||
Cash and cash equivalents at beginning of period
|
|
20,046
|
|
|
7,698
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
17,894
|
|
|
$
|
25,486
|
|
Supplemental disclosure of non-cash information:
|
|
|
|
|
||||
Purchase of property and equipment included in accounts payable and accrued expenses
|
|
$
|
128
|
|
|
$
|
—
|
|
Offering costs included in accrued expenses
|
|
$
|
75
|
|
|
$
|
—
|
|
Restricted stock units issued to settle incentive compensation obligation
|
|
$
|
305
|
|
|
$
|
—
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
||||
Options
|
|
928,090
|
|
|
1,169,058
|
|
|
956,181
|
|
|
1,217,890
|
|
|
Convertible Series B Preferred Stock
|
|
—
|
|
|
8,333,333
|
|
|
—
|
|
|
8,333,333
|
|
|
Restricted stock units
|
|
1,198,743
|
|
|
100,000
|
|
|
830,530
|
|
|
99,634
|
|
|
Warrants
|
|
3,933,000
|
|
|
—
|
|
|
1,541,505
|
|
|
—
|
|
|
Total
|
|
6,059,833
|
|
|
9,602,391
|
|
|
3,328,216
|
|
|
9,650,857
|
|
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Raw materials
|
|
$
|
38
|
|
|
$
|
2
|
|
Work in Process
|
|
6
|
|
|
—
|
|
||
Finished goods
|
|
331
|
|
|
584
|
|
||
Total inventory
|
|
$
|
375
|
|
|
$
|
586
|
|
|
|
Fair value measurements at reporting date using
|
|
|
||||||||||||
|
|
Quoted prices in active markets for identical
assets
|
|
Significant other
observable inputs
|
|
Significant
unobservable inputs
|
|
Balance as of
|
||||||||
Description
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
September 30, 2015
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
15,511
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,511
|
|
Total
|
|
$
|
15,511
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,511
|
|
|
|
Fair value measurements at reporting date using
|
|
|
||||||||||||
|
|
Quoted prices in active markets for identical
assets
|
|
Significant other
observable inputs
|
|
Significant
unobservable inputs
|
|
Balance as of
|
||||||||
Description
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
December 31, 2014
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
19,011
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,011
|
|
Total
|
|
$
|
19,011
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,011
|
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Employee compensation and benefits
|
|
$
|
2,026
|
|
|
$
|
2,621
|
|
Professional services
|
|
724
|
|
|
564
|
|
||
Pilot manufacturing
|
|
303
|
|
|
77
|
|
||
Other
|
|
537
|
|
|
447
|
|
||
Total accrued expenses
|
|
$
|
3,590
|
|
|
$
|
3,709
|
|
|
|
Number of
Shares
|
|
Weighted Average
Exercise Price
|
|||
Outstanding at December 31, 2014
|
|
1,110,721
|
|
|
$
|
28.22
|
|
Granted
|
|
31,208
|
|
|
3.72
|
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(1,677
|
)
|
|
7.88
|
|
|
Expired
|
|
(232,936
|
)
|
|
31.41
|
|
|
Outstanding at September 30, 2015
|
|
907,316
|
|
|
$
|
26.59
|
|
|
|
|
|
|
|||
Options exercisable at September 30, 2015
|
|
594,188
|
|
|
$
|
36.29
|
|
|
|
|
|
|
|||
Weighted average grant date fair value of options granted during the nine months ended September 30, 2015
|
|
|
|
$
|
2.68
|
|
|
Number of RSUs
|
Weighted Average Remaining Contractual Life (years)
|
||
Outstanding at December 31, 2014
|
100,000
|
|
|
|
Awarded
|
1,192,023
|
|
|
|
Released
|
—
|
|
|
|
Forfeited
|
(1,000
|
)
|
|
|
Outstanding at September 30, 2015
|
1,291,023
|
|
1.54
|
|
|
|
|
||
Vested and expected to vest as of September 30, 2015
|
1,122,027
|
|
1.42
|
|
|
|
|
||
Weighted average remaining recognition period
|
2.60
|
|
|
|
Weighted average grant date fair value of RSUs granted during the nine months ended September 30, 2015
|
$
|
3.61
|
|
|
|
|
U.S.
|
|
Canada
|
|
Eliminations
|
|
Total
|
||||||||
Three Months Ended September 30, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues from unaffiliated customers
|
|
$
|
709
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
709
|
|
Inter-geographic revenues
|
|
—
|
|
|
192
|
|
|
(192
|
)
|
|
—
|
|
||||
Net revenues
|
|
$
|
709
|
|
|
$
|
192
|
|
|
$
|
(192
|
)
|
|
$
|
709
|
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended September 30, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues from unaffiliated customers
|
|
$
|
600
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
632
|
|
Inter-geographic revenues
|
|
—
|
|
|
185
|
|
|
(185
|
)
|
|
—
|
|
||||
Net revenues
|
|
$
|
600
|
|
|
$
|
217
|
|
|
$
|
(185
|
)
|
|
$
|
632
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues from unaffiliated customers
|
|
$
|
2,097
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2,098
|
|
Inter-geographic revenues
|
|
—
|
|
|
594
|
|
|
(594
|
)
|
|
—
|
|
||||
Net revenues
|
|
$
|
2,097
|
|
|
$
|
595
|
|
|
$
|
(594
|
)
|
|
$
|
2,098
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues from unaffiliated customers
|
|
$
|
1,830
|
|
|
$
|
114
|
|
|
$
|
—
|
|
|
$
|
1,944
|
|
Inter-geographic revenues
|
|
—
|
|
|
545
|
|
|
(545
|
)
|
|
—
|
|
||||
Net revenues
|
|
$
|
1,830
|
|
|
$
|
659
|
|
|
$
|
(545
|
)
|
|
$
|
1,944
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
Canada
|
|
Eliminations
|
|
Total
|
||||||||
September 30, 2015
|
|
$
|
903
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
908
|
|
December 31, 2014
|
|
$
|
441
|
|
|
$
|
15
|
|
|
$
|
—
|
|
|
$
|
456
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||
|
2014
|
2014
|
||||
Total revenue
|
$
|
434
|
|
$
|
1,361
|
|
Costs and expenses:
|
|
|
|
|||
Cost of product revenue
|
413
|
|
405
|
|
||
Research and development
|
15
|
|
242
|
|
||
Selling, general and administrative
|
300
|
|
2,144
|
|
||
Loss from write-down of assets held for sale
|
891
|
|
891
|
|
||
Total costs and expenses
|
1,619
|
|
3,682
|
|
||
Net loss
|
$
|
(1,185
|
)
|
$
|
(2,321
|
)
|
|
Original Charges and Amounts Accrued
|
Adjustments to Charges
|
Amounts Paid through September 30, 2015
|
Amounts Accrued at September 30, 2015
|
||||||||
Employee severance, benefits and related costs
|
$
|
624
|
|
$
|
35
|
|
$
|
(580
|
)
|
$
|
79
|
|
|
$
|
624
|
|
$
|
35
|
|
$
|
(580
|
)
|
$
|
79
|
|
|
|
Funding
Agency
|
|
Total Government Funds
|
|
Total received
through
|
|
Remaining amount
available as of
|
|
Contract/Grant
Expiration
|
||||||
Program Title
|
|
|
|
September 30, 2015
|
|
September 30, 2015
|
|
|||||||||
Production of High Oil, Transgene Free Camelina Sativa Plants through Genome Editing
|
|
Department of Energy
|
|
$
|
1,997
|
|
|
$
|
—
|
|
|
$
|
1,997
|
|
|
September 2017
|
Renewable Enhanced Feedstocks For Advanced Biofuels And Bioproducts ("REFABB")
|
|
Department of Energy
|
|
6,000
|
|
|
5,623
|
|
|
377
|
|
|
February 2016
|
|||
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
|
|
|
715
|
|
|
104
|
|
|
September 2015
|
|||
Capacity Building for Commercial-Scale PHB Camelina Development
|
|
National Research Council Canada
|
|
269
|
|
|
269
|
|
|
—
|
|
|
September 2014
|
|||
Subcontract from University of Massachusetts (Amherst) project funded by ARPA-E entitled “Development of a Dedicated High Value Biofuels Crop”
|
|
Department of Energy
|
|
663
|
|
|
643
|
|
|
20
|
|
|
December 2015
|
|||
Development of a Sustainable Value Added Fish Feed Using PHB Producing Camelina
|
|
National Research Council Canada
|
|
96
|
|
|
83
|
|
|
—
|
|
|
January 2015
|
|||
Total
|
|
|
|
$
|
9,844
|
|
|
$
|
7,333
|
|
|
$
|
2,498
|
|
|
|
|
|
Three Months Ended September 30,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
Product revenue
|
|
$
|
209
|
|
|
$
|
115
|
|
|
$
|
94
|
|
Grant revenue
|
|
327
|
|
|
390
|
|
|
(63
|
)
|
|||
License fee and royalty revenue
|
|
173
|
|
|
127
|
|
|
46
|
|
|||
Total revenue
|
|
$
|
709
|
|
|
$
|
632
|
|
|
$
|
77
|
|
|
|
Three Months Ended
September 30,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
Cost of product revenue
|
|
$
|
347
|
|
|
$
|
786
|
|
|
$
|
(439
|
)
|
Research and development expenses
|
|
4,088
|
|
|
4,088
|
|
|
—
|
|
|||
Selling, general, and administrative expenses
|
|
2,156
|
|
|
2,472
|
|
|
(316
|
)
|
|||
Total costs and expenses
|
|
$
|
6,591
|
|
|
$
|
7,346
|
|
|
$
|
(755
|
)
|
|
|
Three Months Ended
September 30,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
Interest income, net
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
(3
|
)
|
Other income (expense), net
|
|
33
|
|
|
2
|
|
|
31
|
|
|||
Total other income (expense), net
|
|
$
|
34
|
|
|
$
|
6
|
|
|
$
|
28
|
|
|
|
Nine Months Ended September 30,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
Product revenue
|
|
$
|
394
|
|
|
$
|
428
|
|
|
$
|
(34
|
)
|
Grant revenue
|
|
1,249
|
|
|
1,301
|
|
|
(52
|
)
|
|||
License fee and royalty revenue
|
|
455
|
|
|
215
|
|
|
240
|
|
|||
Total revenue
|
|
$
|
2,098
|
|
|
$
|
1,944
|
|
|
$
|
154
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
Cost of product revenue
|
|
$
|
521
|
|
|
$
|
1,372
|
|
|
$
|
(851
|
)
|
Research and development expenses
|
|
12,332
|
|
|
13,280
|
|
|
(948
|
)
|
|||
Selling, general, and administrative expenses
|
|
7,086
|
|
|
8,269
|
|
|
(1,183
|
)
|
|||
Total costs and expenses
|
|
$
|
19,939
|
|
|
$
|
22,921
|
|
|
$
|
(2,982
|
)
|
|
|
Nine Months Ended
September 30,
|
|
|
||||||||
|
|
2015
|
|
2014
|
|
Change
|
||||||
Interest income, net
|
|
$
|
3
|
|
|
$
|
6
|
|
|
$
|
(3
|
)
|
Other income (expense), net
|
|
74
|
|
|
10
|
|
|
64
|
|
|||
Total other income (expense), net
|
|
$
|
77
|
|
|
$
|
16
|
|
|
$
|
61
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 year
|
|
2-3
years
|
|
4-5
years
|
|
More than
5 years
|
||||||||||
Operating lease obligations
|
|
$
|
6,798
|
|
|
$
|
1,410
|
|
|
$
|
2,925
|
|
|
$
|
2,463
|
|
|
$
|
—
|
|
•
|
public acceptance of such products;
|
•
|
our ability to produce products of consistent quality that offer functionality comparable or superior to existing or new polymer products;
|
•
|
our ability to produce products fit for their intended purpose;
|
•
|
our ability to obtain necessary regulatory approvals for our products;
|
•
|
the speed at which potential customers qualify our biopolymers for use in their products;
|
•
|
the pricing of our products compared to competitive products, including petroleum-based plastics;
|
•
|
the strategic reaction of companies that market competitive products;
|
•
|
our reliance on third parties who support or control production or distribution channels; and
|
•
|
general market conditions.
|
•
|
obtain capital, equipment and facilities,
|
•
|
obtain funding for research and development programs, product development programs and commercialization activities,
|
•
|
obtain expertise in relevant markets,
|
•
|
obtain access to raw materials, and/or
|
•
|
obtain sales and marketing services or support.
|
•
|
our traits may not be successfully validated in the target crops;
|
•
|
our traits may not have the desired effect sought by future collaborators for the relevant crops;
|
•
|
development and validation of traits, particularly during field trials, may be adversely affected by environmental or other circumstances beyond our control;
|
•
|
we or our future collaborators may be unable to obtain the requisite regulatory approvals for the seeds containing our traits;
|
•
|
competitors may launch competing or more effective seed traits or seeds;
|
•
|
a market may not exist for seeds containing our traits or such seeds may not be commercially successful;
|
•
|
future collaborators may be unable to fully develop and commercialize products containing our seed traits or may decide, for whatever reason, not to commercialize such products; and
|
•
|
we may be unable to patent our traits in the necessary jurisdictions.
|
•
|
reported progress in our biopolymers business or with respect to our efforts to spin out Yield10 Bioscience or develop crop related technologies, relative to investor expectations;
|
•
|
changes in earnings estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’ earnings estimates;
|
•
|
quarterly variations in our or our competitors’ results of operations;
|
•
|
general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors;
|
•
|
future issuances and/or sales of our common stock or preferred stock;
|
•
|
announcements or the absence of announcements by us, or our competitors, regarding acquisitions, new products, significant contracts, commercial relationships or capital commitments;
|
•
|
commencement of, or involvement in, litigation;
|
•
|
any major change in our board of directors or management;
|
•
|
changes in governmental regulations or in the status of our regulatory approvals;
|
•
|
announcements related to patents issued to us or our competitors and to litigation involving our intellectual property;
|
•
|
a lack of, or limited, or negative industry or security analyst coverage;
|
•
|
developments in our industry and general economic conditions;
|
•
|
short-selling or similar activities by third parties; and
|
•
|
other factors described elsewhere in these “Risk Factors.”
|
3.1
|
|
Amended and Restated Certificate of Incorporation (filed herewith).
|
|
|
|
31.1
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 of the Principal Executive Officer (filed herewith).
|
|
|
|
31.2
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 of the Principal Financial Officer (filed herewith).
|
|
|
|
32.1
|
|
Section 1350 Certification (furnished herewith).
|
|
|
|
101.1
|
|
The following financial information from the Metabolix Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 formatted in XBRL: (i) Consolidated Balance Sheets, September 30, 2015 and December 31, 2014; (ii) Consolidated Statements of Operations, Three and Nine Months Ended September 30, 2015 and 2014; (iii) Consolidated Statements of Comprehensive Loss, Three and Nine Months Ended September 30, 2015 and 2014; (iv) Consolidated Statements of Cash Flows, Nine Months Ended September 30, 2015 and 2014; and (v) Notes to Consolidated Financial Statements.
|
|
METABOLIX, INC.
|
|
|
|
|
|
|
|
November 12, 2015
|
By:
|
/s/ JOSEPH SHAULSON
|
|
|
Joseph Shaulson
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
November 12, 2015
|
By:
|
/s/ CHARLES B. HAASER
|
|
|
Charles B. Haaser
|
|
|
Chief Accounting Officer
|
|
|
(Principal Financial and Accounting Officer)
|
_
/s/ Joseph Shaulson
_______________________
Joseph Shaulson
President
|
_
/s/ Sarah P. Cecil
_______________________
Sarah P. Cecil
Secretary
|
|
|
RESOLVED
:
|
That no shares of the Corporation’s authorized Series B Preferred Stock, par value $0.01 per share (the “
Series B Preferred Stock
”) are outstanding and that no shares of the Series B Preferred Stock will be issued subject to the certificate of designation previously filed on August 22, 2014 with respect to the Series B Preferred Stock.
|
|
|
RESOLVED
:
|
That the proper officers of the Corporation (the “
Authorized Officers
”) be and hereby are authorized and directed to file a certificate setting forth this resolution with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of eliminating from the Corporation’s certificate of incorporation all matters set forth in the Certificate of Designation with respect to the Series B Preferred Stock; and further that upon such filing all authorized shares of Series B Preferred Stock shall be eliminated and restored to the status of authorized but unissued shares of undesignated preferred stock under the Corporation’s certificate of incorporation.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Metabolix, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: November 12, 2015
|
/s/ JOSEPH SHAULSON
|
|
|
Name:
|
Joseph Shaulson
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Metabolix, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: November 12, 2015
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/s/ CHARLES B. HAASER
|
|
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Name:
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Charles B. Haaser
|
|
Title:
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Chief Accounting Officer
(Principal Financial and Accounting Officer)
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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.
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Dated: November 12, 2015
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/s/ JOSEPH SHAULSON
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Dated: November 12, 2015
|
/s/ CHARLES B. HAASER
|
|
Chief Accounting Officer
|
|
(Principal Financial and Accounting Officer)
|