|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
54-1560050
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification Number)
|
Title of Each Class
|
|
Name of Each Exchange on which Registered
|
Common Stock, par value $0.001 per share
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
¨
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
Ownership. The company must be at least 51 percent owned and controlled by U.S. citizens or permanent resident aliens, or owned by an entity that is itself at least 51 percent owned and controlled by U.S. citizens or permanent resident aliens; and
|
•
|
Size. The company, including its affiliates, cannot have more than 500 employees.
|
•
|
we may need to expand our manufacturing operations, and our production processes may have to change to accommodate this growth;
|
•
|
to increase our manufacturing output significantly, we will have to attract and retain qualified employees, who are in short supply, for the assembly and testing operations;
|
•
|
we might have to sub-contract to outside manufacturers which might limit our control of costs and processes; and
|
•
|
our manufacturing operations may have to comply with government or customer-mandated specifications.
|
•
|
having to comply with U.S. export control regulations and policies that restrict our ability to communicate with non-U.S. employees and supply foreign affiliates and customers;
|
•
|
changes in or interpretations of foreign regulations that may adversely affect our ability to sell our products, perform services or repatriate profits to the United States;
|
•
|
the imposition of tariffs;
|
•
|
hyperinflation or economic or political instability in foreign countries;
|
•
|
imposition of limitations on, or increase of withholding and other taxes on remittances and other payments by foreign subsidiaries or joint ventures;
|
•
|
conducting business in places where business practices and customs are unfamiliar and unknown;
|
•
|
the imposition of restrictive trade policies;
|
•
|
the imposition of inconsistent laws or regulations;
|
•
|
the imposition or increase of investment and other restrictions or requirements by foreign governments;
|
•
|
uncertainties relating to foreign laws and legal proceedings;
|
•
|
having to comply with a variety of U.S. laws, including the Foreign Corrupt Practices Act; and
|
•
|
having to comply with licensing requirements.
|
•
|
we or our licensors might not have been the first to make the inventions covered by each of our pending patent applications and issued patents;.
|
•
|
we or our licensors might not have been the first to file patent applications for these inventions;
|
•
|
others may independently develop similar or alternative technologies or duplicate any of our technologies;
|
•
|
it is possible that none of our pending patent applications or the pending patent applications of our licensors will result in issued patents;
|
•
|
patents may issue to third parties that cover how we might practice our technology;
|
•
|
our issued patents and issued patents of our licensors may not provide a basis for commercially viable technologies, may not provide us with any competitive advantages, or may be challenged and invalidated by third parties; and
|
•
|
we may not develop additional proprietary technologies that are patentable.
|
•
|
sales of our common stock by our significant stockholders, or the perception that such sales may occur, including sales pursuant to the Form S-3 registration statement described above;
|
•
|
changes in earnings estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’ earnings estimates;
|
•
|
changes in our status as an entity eligible to receive SBIR contracts and grants;
|
•
|
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;
|
•
|
announcements by us, or by our competitors, of acquisitions, new products, significant contracts, commercial relationships or capital commitments;
|
•
|
pending or threatened litigation;
|
•
|
any major change in our board of directors or management or any competing proxy solicitations for director nominees;
|
•
|
changes in governmental regulations or in the status of our regulatory approvals;
|
•
|
announcements related to patents issued to us or our competitors;
|
•
|
a lack of, limited or negative industry or securities analyst coverage;
|
•
|
discussions of our company or our stock price by the financial and scientific press and online investor communities such as chat rooms; and
|
•
|
general developments in our industry.
|
•
|
a classified board of directors serving staggered terms;
|
•
|
advance notice requirements to stockholders for matters to be brought at stockholder meetings;
|
•
|
a supermajority stockholder vote requirement for amending certain provisions of our amended and restated certificate of incorporation and bylaws; and
|
•
|
the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer.
|
|
|
2013
|
|
2014
|
||||||||||||
Fiscal Period
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
|
$
|
1.40
|
|
|
$
|
1.09
|
|
|
$
|
3.36
|
|
|
$
|
1.28
|
|
Second Quarter
|
|
$
|
1.35
|
|
|
$
|
1.09
|
|
|
$
|
1.68
|
|
|
$
|
1.30
|
|
Third Quarter
|
|
$
|
2.40
|
|
|
$
|
1.13
|
|
|
$
|
2.70
|
|
|
$
|
1.20
|
|
Fourth Quarter
|
|
$
|
1.80
|
|
|
$
|
1.15
|
|
|
$
|
1.56
|
|
|
$
|
1.22
|
|
|
Years ended December 31,
|
||||||||||||||||||
In thousands, except share and per share data
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Technology development revenues
|
$
|
14,365
|
|
|
$
|
15,586
|
|
|
$
|
15,127
|
|
|
$
|
11,422
|
|
|
$
|
12,206
|
|
Products and Licensing revenues
|
12,133
|
|
|
13,196
|
|
|
8,339
|
|
|
6,912
|
|
|
9,054
|
|
|||||
Total revenues
|
26,498
|
|
|
28,782
|
|
|
23,466
|
|
|
18,334
|
|
|
21,260
|
|
|||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Technology development costs
|
10,454
|
|
|
11,483
|
|
|
10,749
|
|
|
8,882
|
|
|
9,376
|
|
|||||
Products and Licensing costs
|
5,787
|
|
|
6,590
|
|
|
3,825
|
|
|
3,403
|
|
|
4,047
|
|
|||||
Total cost of revenues
|
16,241
|
|
|
18,073
|
|
|
14,574
|
|
|
12,285
|
|
|
13,423
|
|
|||||
Gross profit
|
10,257
|
|
|
10,709
|
|
|
8,892
|
|
|
6,049
|
|
|
7,837
|
|
|||||
Operating expense
|
14,425
|
|
|
13,557
|
|
|
13,022
|
|
|
14,084
|
|
|
12,342
|
|
|||||
Operating loss
|
(4,168
|
)
|
|
(2,848
|
)
|
|
(4,130
|
)
|
|
(8,035
|
)
|
|
(4,505
|
)
|
|||||
Other income, net
|
77
|
|
|
228
|
|
|
108
|
|
|
347
|
|
|
111
|
|
|||||
Interest expense, net
|
(474
|
)
|
|
(388
|
)
|
|
(312
|
)
|
|
(208
|
)
|
|
(96
|
)
|
|||||
Loss from continuing operations before reorganization items and income tax
|
(4,565
|
)
|
|
(3,008
|
)
|
|
(4,334
|
)
|
|
(7,896
|
)
|
|
(4,490
|
)
|
|||||
Reorganization costs
|
174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss from continuing operations before income tax
|
(4,739
|
)
|
|
(3,008
|
)
|
|
(4,334
|
)
|
|
(7,896
|
)
|
|
(4,490
|
)
|
|||||
Income tax benefit
|
(478
|
)
|
|
(479
|
)
|
|
(1,107
|
)
|
|
(2,387
|
)
|
|
(1,137
|
)
|
|||||
Loss from continuing operations, net
|
(4,261
|
)
|
|
(2,529
|
)
|
|
(3,227
|
)
|
|
(5,509
|
)
|
|
(3,353
|
)
|
|||||
Income from discontinued operations, net of income taxes
|
1,641
|
|
|
1,137
|
|
|
1,843
|
|
|
4,705
|
|
|
9,347
|
|
|||||
Net (loss)/ income
|
(2,620
|
)
|
|
(1,392
|
)
|
|
(1,384
|
)
|
|
(804
|
)
|
|
5,994
|
|
|||||
Preferred stock dividend
|
361
|
|
|
127
|
|
|
120
|
|
|
102
|
|
|
112
|
|
|||||
Net (loss)/ income attributable to common stockholders
|
$
|
(2,981
|
)
|
|
$
|
(1,519
|
)
|
|
$
|
(1,504
|
)
|
|
$
|
(906
|
)
|
|
$
|
5,882
|
|
Net loss per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and Diluted
|
$
|
(0.33
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.23
|
)
|
Net income per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and Diluted
|
$
|
0.13
|
|
|
$
|
0.08
|
|
|
$
|
0.13
|
|
|
$
|
0.33
|
|
|
$
|
0.63
|
|
Net (loss)/ income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and Diluted
|
$
|
(0.23
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.40
|
|
Weighted-average number of shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and Diluted
|
13,009,326
|
|
|
13,647,555
|
|
|
13,930,267
|
|
|
14,336,135
|
|
|
14,880,697
|
|
|
December 31,
|
||||||||||||||||||
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
7,217
|
|
|
$
|
8,939
|
|
|
$
|
6,340
|
|
|
$
|
7,779
|
|
|
$
|
14,117
|
|
Working capital
|
8,055
|
|
|
10,928
|
|
|
10,509
|
|
|
10,106
|
|
|
15,346
|
|
|||||
Total assets
|
22,876
|
|
|
22,919
|
|
|
20,458
|
|
|
19,704
|
|
|
27,584
|
|
|||||
Total current liabilities
|
10,648
|
|
|
8,407
|
|
|
9,186
|
|
|
7,206
|
|
|
8,540
|
|
|||||
Total debt
|
6,307
|
|
|
5,250
|
|
|
3,625
|
|
|
2,125
|
|
|
625
|
|
|
Years ended December 31,
|
|||||
|
|
2013
|
|
2014
|
||
Revenues:
|
|
|
|
|
||
Technology development revenues
|
|
62.3
|
%
|
|
57.4
|
%
|
Product and licensing revenues
|
|
37.7
|
|
|
42.6
|
|
Total revenues
|
|
100.0
|
|
|
100.0
|
|
Cost of Revenues:
|
|
|
|
|
||
Technology development costs
|
|
48.4
|
|
|
44.1
|
|
Product and licensing costs
|
|
18.6
|
|
|
19.0
|
|
Total cost of revenues
|
|
67.0
|
|
|
63.1
|
|
Gross profit
|
|
33.0
|
|
|
36.9
|
|
Operating expense
|
|
76.8
|
|
|
58.1
|
|
Operating loss
|
|
(43.8
|
)
|
|
(21.2
|
)
|
Total other income, net
|
|
0.8
|
|
|
0.1
|
|
Loss from continuing operations before income taxes
|
|
(43.0
|
)
|
|
(21.1
|
)
|
Loss from continuing operations, net of income taxes
|
|
(30.0
|
)
|
|
(15.8
|
)
|
Income from discontinued operations, net of income taxes
|
|
25.7
|
|
|
44.0
|
|
Net (loss)/income
|
|
(4.3
|
)
|
|
28.2
|
|
|
Years ended December 31,
|
|
|
|
|
|||||||||
|
2013
|
|
2014
|
|
$ Difference
|
|
% Difference
|
|||||||
Technology development revenues
|
$
|
11,421,868
|
|
|
$
|
12,205,889
|
|
|
$
|
784,021
|
|
|
6.9
|
%
|
Products and licensing revenues
|
6,911,707
|
|
|
9,054,101
|
|
|
2,142,394
|
|
|
31.0
|
%
|
|||
Total revenues
|
$
|
18,333,575
|
|
|
$
|
21,259,990
|
|
|
$
|
2,926,415
|
|
|
16.0
|
%
|
|
Years ended December 31,
|
|
|
|
|
|||||||||
|
2013
|
|
2014
|
|
$ Difference
|
|
% Difference
|
|||||||
Technology development costs
|
$
|
8,882,071
|
|
|
$
|
9,376,485
|
|
|
$
|
494,414
|
|
|
5.6
|
%
|
Products and licensing costs
|
3,402,882
|
|
|
4,046,885
|
|
|
644,003
|
|
|
18.9
|
%
|
|||
Total costs of revenues
|
$
|
12,284,953
|
|
|
$
|
13,423,370
|
|
|
$
|
1,138,417
|
|
|
9.3
|
%
|
|
Years ended December 31,
|
|
|
|
|
|||||||||
|
2013
|
|
2014
|
|
$ Difference
|
|
% Difference
|
|||||||
Selling general and administrative expense
|
$
|
11,525,636
|
|
|
$
|
10,253,847
|
|
|
$
|
(1,271,789
|
)
|
|
(11.0
|
)%
|
Research, development, and engineering expense
|
2,558,332
|
|
|
2,087,874
|
|
|
(470,458
|
)
|
|
(18.4
|
)%
|
|||
Total operating expense
|
$
|
14,083,968
|
|
|
$
|
12,341,721
|
|
|
$
|
(1,742,247
|
)
|
|
(12.4
|
)%
|
|
|
Years ended December 31,
|
||||||
|
|
2013
|
|
2014
|
||||
Net cash used in operating activities
|
|
$
|
(1,787,292
|
)
|
|
$
|
(2,714,719
|
)
|
Net cash (used in)/provided by investing activities
|
|
4,670,448
|
|
|
10,419,943
|
|
||
Net cash used in by financing activities
|
|
(1,445,076
|
)
|
|
(1,366,796
|
)
|
||
Net increase in cash and cash equivalents
|
|
$
|
1,438,080
|
|
|
$
|
6,338,428
|
|
|
Total
|
|
Less than 1
year
|
|
1 - 3 years
|
|
3 - 5 years
|
|
More than 5
years
|
||||||||||
Long-term debt obligations (1)
|
$
|
625,000
|
|
|
$
|
625,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating facility leases (2)
|
4,522,547
|
|
|
995,312
|
|
|
1,666,058
|
|
|
1,381,014
|
|
|
480,163
|
|
|||||
Other leases (3)
|
110,307
|
|
|
102,601
|
|
|
7,706
|
|
|
—
|
|
|
—
|
|
|||||
Purchase order obligation (4)
|
451,536
|
|
|
451,536
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other liabilities (5)
|
1,510,000
|
|
|
320,000
|
|
|
750,000
|
|
|
440,000
|
|
|
—
|
|
|||||
Total
|
$
|
7,219,390
|
|
|
$
|
2,494,449
|
|
|
$
|
2,423,764
|
|
|
$
|
1,821,014
|
|
|
$
|
480,163
|
|
(1)
|
Amounts due under our debt obligations to SVB are payable in monthly installments, plus accrued interest, through May 2015.
|
(2)
|
We lease our facilities in Blacksburg, Charlottesville and Roanoke, Virginia under operating leases that as of December 31, 2014, are scheduled to expire between December 2015 and December 2020. In January 2015, we amended our lease for our current Roanoke office to terminate the lease effective April 30, 2015. Accordingly, our minimum payments under this lease and the amounts of operating facility lease obligations in the table above, will be reduced by $0.3 million for 2015, $0.6 million for 2016-2017 and $0.3 million for 2018-2019. In January 2015, we amended the lease for the Blacksburg facility to increase the allowance for leasehold improvements and to extend the term of the lease for an additional four years, which will increase our minimum payments under this lease, and the amounts of operating facility lease obligations in the table above, by $2.6 million for the period beyond 2019. Upon
|
(3)
|
In February 2011 and August 2013, we executed leases in the amounts of $274,000 and $50,100, respectively, for equipment for our offices in Roanoke, Blacksburg and Charlottesville, Virginia. These equipment leases expire in February 2016 and August 2018, respectively.
|
(4)
|
In the fourth quarter of 2013, our Luna Technologies subsidiary executed two non-cancelable purchase orders in the amounts of $0.9 million and $0.5 million for multiple shipments of tunable lasers to be delivered over an 18-month period beginning in December of 2013. The amount set forth in the table above represents our remaining obligation as of December 31, 2014.
|
(5)
|
Other liabilities include remaining amounts payable for minimum royalty payments for certain licensed technologies payable over the remaining patent terms of the underlying technology.
|
|
December 31, 2013
|
|
December 31, 2014
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
7,778,541
|
|
|
$
|
14,116,969
|
|
Accounts receivable, net
|
5,408,281
|
|
|
5,689,615
|
|
||
Inventory, net
|
3,346,177
|
|
|
3,364,233
|
|
||
Prepaid expenses
|
708,974
|
|
|
523,553
|
|
||
Other current assets
|
70,208
|
|
|
191,749
|
|
||
Total current assets
|
17,312,181
|
|
|
23,886,119
|
|
||
Property and equipment, net
|
2,060,709
|
|
|
3,497,057
|
|
||
Intangible assets, net
|
288,475
|
|
|
199,277
|
|
||
Other assets
|
42,710
|
|
|
1,995
|
|
||
Total assets
|
$
|
19,704,075
|
|
|
$
|
27,584,448
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Current portion of long term debt obligation
|
1,500,000
|
|
|
625,000
|
|
||
Current portion of capital lease obligation
|
66,617
|
|
|
70,725
|
|
||
Accounts payable
|
1,401,764
|
|
|
1,447,177
|
|
||
Accrued liabilities
|
3,546,585
|
|
|
5,536,322
|
|
||
Deferred revenue
|
691,424
|
|
|
861,081
|
|
||
Total current liabilities
|
7,206,390
|
|
|
8,540,305
|
|
||
Long-term debt obligation
|
625,000
|
|
|
—
|
|
||
Long-term capital lease obligation
|
110,307
|
|
|
39,582
|
|
||
Total liabilities
|
7,941,697
|
|
|
8,579,887
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $0.001, 1,321,514 shares authorized, issued and outstanding at December 31, 2013 and 2014
|
1,322
|
|
|
1,322
|
|
||
Common stock, par value $0.001, 100,000,000 shares authorized, 14,527,335 and 15,110,924 shares issued, 14,527,335 and 15,088,199 shares outstanding at December 31, 2013 and 2014, respectively
|
14,842
|
|
|
15,541
|
|
||
Treasury stock at cost, zero shares at December 31, 2013 and 22,725 shares at December 31, 2014
|
—
|
|
|
(32,221
|
)
|
||
Additional paid-in capital
|
62,756,571
|
|
|
64,147,666
|
|
||
Accumulated deficit
|
(51,010,357
|
)
|
|
(45,127,747
|
)
|
||
Total stockholders’ equity
|
11,762,378
|
|
|
19,004,561
|
|
||
Total liabilities and stockholders’ equity
|
19,704,075
|
|
|
27,584,448
|
|
|
Years ended December 31,
|
|||||||
|
|
2013
|
|
2014
|
||||
Revenues:
|
|
|
|
|
||||
Technology development revenues
|
|
$
|
11,421,868
|
|
|
$
|
12,205,889
|
|
Products and licensing revenues
|
|
6,911,707
|
|
|
9,054,101
|
|
||
Total revenues
|
|
18,333,575
|
|
|
21,259,990
|
|
||
Cost of revenues:
|
|
|
|
|
||||
Technology development costs
|
|
8,882,071
|
|
|
9,376,485
|
|
||
Products and licensing costs
|
|
3,402,882
|
|
|
4,046,885
|
|
||
Total cost of revenues
|
|
12,284,953
|
|
|
13,423,370
|
|
||
Gross profit
|
|
6,048,622
|
|
|
7,836,620
|
|
||
Operating expense:
|
|
|
|
|
||||
Selling, general & administrative
|
|
11,525,636
|
|
|
10,253,847
|
|
||
Research, development, and engineering
|
|
2,558,332
|
|
|
2,087,874
|
|
||
Total operating expense
|
|
14,083,968
|
|
|
12,341,721
|
|
||
Operating loss
|
|
(8,035,346
|
)
|
|
(4,505,101
|
)
|
||
Other income/(expense):
|
|
|
|
|
||||
Other income, net
|
|
347,062
|
|
|
111,452
|
|
||
Interest expense, net
|
|
(207,538
|
)
|
|
(96,229
|
)
|
||
Total other income
|
|
139,524
|
|
|
15,223
|
|
||
Loss from continuing operations before income taxes
|
|
(7,895,822
|
)
|
|
(4,489,878
|
)
|
||
Income tax benefit
|
|
(2,387,422
|
)
|
|
(1,137,228
|
)
|
||
Loss from continuing operations
|
|
(5,508,400
|
)
|
|
(3,352,650
|
)
|
||
Operating income/(loss) from discontinued operations, net of $0.9 million and $0.0 million of related income taxes
|
|
1,313,611
|
|
|
(34,491
|
)
|
||
Gain on sale, net of $1.5 million and $1.3 million of related income taxes
|
|
3,391,639
|
|
|
9,381,948
|
|
||
Income from discontinued operations, net of income taxes
|
|
4,705,250
|
|
|
9,347,457
|
|
||
Net (loss)/income
|
|
(803,150
|
)
|
|
5,994,807
|
|
||
Preferred stock dividend
|
|
102,327
|
|
|
112,197
|
|
||
Net (loss)/income attributable to common stockholders
|
|
$
|
(905,477
|
)
|
|
$
|
5,882,610
|
|
Net loss per share from continuing operations:
|
|
|
|
|
||||
Basic and diluted
|
|
$
|
(0.38
|
)
|
|
$
|
(0.23
|
)
|
Net income per share from discontinued operations:
|
|
|
|
|
||||
Basic and diluted
|
|
$
|
0.33
|
|
|
$
|
0.63
|
|
Net (loss)/ income per share attributable to common stockholders:
|
|
|
|
|
||||
Basic and diluted
|
|
$
|
(0.06
|
)
|
|
$
|
0.40
|
|
Weighted average shares:
|
|
|
|
|
||||
Basic and diluted
|
|
14,336,135
|
|
|
14,880,697
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
Additional
Paid in
Capital
|
|
Accumulated
Deficit
|
|
Total
|
|||||||||||||||||||||
|
Shares
|
|
$
|
|
Shares
|
|
$
|
|
Shares
|
|
$
|
$
|
|
$
|
|
$
|
|||||||||||||||
Balance—January 1, 2013
|
1,321,514
|
|
|
1,322
|
|
|
14,009,280
|
|
|
14,245
|
|
|
—
|
|
|
—
|
|
61,361,505
|
|
|
(50,104,880
|
)
|
|
11,272,192
|
|
||||||
Exercise of stock options and warrants
|
—
|
|
|
—
|
|
|
169,277
|
|
|
168
|
|
|
—
|
|
|
—
|
|
111,789
|
|
|
—
|
|
|
111,957
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
1,063,645
|
|
|
—
|
|
|
1,063,645
|
|
||||||
Non cash compensation
|
—
|
|
|
—
|
|
|
337,500
|
|
|
338
|
|
|
—
|
|
|
—
|
|
102,396
|
|
|
—
|
|
|
102,734
|
|
||||||
Stock dividends (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
102,247
|
|
|
(102,327
|
)
|
|
—
|
|
||||||
Issuance of Common Stock, Other (2)
|
—
|
|
|
—
|
|
|
11,278
|
|
|
11
|
|
|
—
|
|
|
—
|
|
14,989
|
|
|
—
|
|
|
15,000
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
(803,150
|
)
|
|
(803,150
|
)
|
||||||
Balance—December 31, 2013
|
1,321,514
|
|
|
1,322
|
|
|
14,527,335
|
|
|
14,842
|
|
|
—
|
|
|
—
|
|
62,756,571
|
|
|
(51,010,357
|
)
|
|
11,762,378
|
|
||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
315,087
|
|
|
316
|
|
|
—
|
|
|
—
|
|
231,726
|
|
|
—
|
|
|
232,042
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
854,370
|
|
|
—
|
|
|
854,370
|
|
||||||
Non cash compensation
|
—
|
|
|
—
|
|
|
245,777
|
|
|
303
|
|
|
—
|
|
|
—
|
|
192,882
|
|
|
—
|
|
|
193,185
|
|
||||||
Stock dividends (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
112,117
|
|
|
(112,197
|
)
|
|
—
|
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,725
|
|
|
(32,221
|
)
|
—
|
|
|
—
|
|
|
(32,221
|
)
|
||||||
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
5,994,807
|
|
|
5,994,807
|
|
||||||
Balance—December 31, 2014
|
1,321,514
|
|
|
$
|
1,322
|
|
|
15,088,199
|
|
|
$
|
15,541
|
|
|
22,725
|
|
|
$
|
(32,221
|
)
|
$
|
64,147,666
|
|
|
$
|
(45,127,747
|
)
|
|
$
|
19,004,561
|
|
(1)
|
The stock dividends payable in connection with the Series A Convertible Preferred Stock are issuable upon the request of Carilion.
|
(2)
|
Fees paid to our board of directors by issuance of our common stock.
|
|
|
Years ended December 31,
|
||||||
|
|
2013
|
|
2014
|
||||
Cash flows used in operating activities:
|
|
|
|
|
||||
Net (loss)/income
|
|
$
|
(803,150
|
)
|
|
$
|
5,994,807
|
|
Adjustments to reconcile net (loss)/income to net cash used in by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
935,477
|
|
|
607,693
|
|
||
Stock-based compensation
|
|
1,181,379
|
|
|
1,019,445
|
|
||
Gain on sale of discontinued operations, net of income taxes
|
|
(3,391,639
|
)
|
|
(9,381,948
|
)
|
||
Inventory obsolescence
|
|
—
|
|
|
163,998
|
|
||
Bad debt
|
|
134,811
|
|
|
—
|
|
||
Tax benefit from utilization of loss from current year operations
|
|
(1,507,791
|
)
|
|
(1,148,941
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
1,533,827
|
|
|
(281,334
|
)
|
||
Inventory
|
|
(9,261
|
)
|
|
(220,419
|
)
|
||
Other assets
|
|
(79,180
|
)
|
|
50,696
|
|
||
Accounts payable and accrued liabilities
|
|
396,540
|
|
|
311,627
|
|
||
Deferred revenue
|
|
(178,305
|
)
|
|
169,657
|
|
||
Net cash used in operating activities
|
|
(1,787,292
|
)
|
|
(2,714,719
|
)
|
||
Cash flows provided by investing activities:
|
|
|
|
|
||||
Acquisition of property and equipment
|
|
(186,956
|
)
|
|
(255,242
|
)
|
||
Intangible property costs
|
|
(253,451
|
)
|
|
(252,083
|
)
|
||
Proceeds from sale of discontinued operations, net
|
|
5,110,855
|
|
|
10,927,268
|
|
||
Net cash provided by investing activities
|
|
4,670,448
|
|
|
10,419,943
|
|
||
Cash flows used in financing activities:
|
|
|
|
|
||||
Payments on debt obligations
|
|
(1,500,000
|
)
|
|
(1,500,000
|
)
|
||
Payments on capital lease obligations
|
|
(57,033
|
)
|
|
(66,617
|
)
|
||
Repurchase of common stock
|
|
—
|
|
|
(32,221
|
)
|
||
Proceeds from the exercise of options and warrants
|
|
111,957
|
|
|
232,042
|
|
||
Net cash used in financing activities
|
|
(1,445,076
|
)
|
|
(1,366,796
|
)
|
||
Net change in cash and cash equivalents
|
|
1,438,080
|
|
|
6,338,428
|
|
||
Cash and cash equivalents—beginning of period
|
|
6,340,461
|
|
|
7,778,541
|
|
||
Cash and cash equivalents—end of period
|
|
$
|
7,778,541
|
|
|
$
|
14,116,969
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
178,646
|
|
|
$
|
87,354
|
|
Cash paid for income taxes
|
|
$
|
14,010
|
|
|
$
|
150,000
|
|
Dividend on preferred stock, 79,292 shares of common stock issuable for each of the years ended December 31, 2013 and 2014, respectively
|
|
$
|
102,327
|
|
|
$
|
112,177
|
|
•
|
Level 1—Quoted prices for identical instruments in active markets.
|
•
|
Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant value drivers are observable.
|
•
|
Level 3—Valuations derived from valuation techniques in which significant value drivers are unobservable.
|
Equipment
|
3 – 7 years
|
Furniture and fixtures
|
7 years
|
Software
|
3 years
|
Leasehold improvements
|
Lesser of lease term or life of improvements
|
|
|
Years ended December 31,
|
||
|
|
2013
|
|
2014
|
Risk-free interest rate range
|
|
1.27% – 2.34%
|
|
2.02% – 2.27%
|
Expected life of option-years
|
|
7.5
|
|
7.5
|
Expected stock price volatility
|
|
108%
|
|
106%
|
Executive turnover rates
|
|
—%
|
|
—%
|
Non-executive turnover rates
|
|
14.7%
|
|
33.6%
|
Expected dividend yield
|
|
—%
|
|
—%
|
|
December 31, 2013
|
|
December 31, 2014
|
||||
Finished goods
|
$
|
719,574
|
|
|
$
|
648,182
|
|
Work-in-process
|
361,754
|
|
|
262,025
|
|
||
Raw materials
|
2,339,595
|
|
|
2,692,765
|
|
||
|
3,420,923
|
|
|
3,602,972
|
|
||
Less: Inventory reserves
|
74,746
|
|
|
238,739
|
|
||
Total inventory, net
|
$
|
3,346,177
|
|
|
$
|
3,364,233
|
|
|
December 31,
|
||||||
|
2013
|
|
2014
|
||||
Silicon Valley Bank Term Loan
|
$
|
2,125,000
|
|
|
$
|
625,000
|
|
Less: current portion
|
1,500,000
|
|
|
625,000
|
|
||
Total long-term debt
|
$
|
625,000
|
|
|
$
|
—
|
|
Year
|
Amount
|
||
2015
|
625,000
|
|
|
Total
|
$
|
625,000
|
|
|
Years ended December 31,
|
|||||||
|
|
2013
|
|
2014
|
||||
Interest expense
|
|
$
|
189,151
|
|
|
$
|
87,426
|
|
Amortization of transaction costs
|
|
18,387
|
|
|
8,803
|
|
||
Total interest expense
|
|
$
|
207,538
|
|
|
$
|
96,229
|
|
|
December 31,
|
||||||
|
2013
|
|
2014
|
||||
Billed
|
$
|
3,552,184
|
|
|
$
|
4,517,672
|
|
Unbilled
|
1,755,439
|
|
|
1,249,814
|
|
||
Other
|
235,469
|
|
|
56,940
|
|
||
|
$
|
5,543,092
|
|
|
$
|
5,824,426
|
|
Less: allowance for doubtful accounts
|
(134,811
|
)
|
|
(134,811
|
)
|
||
|
$
|
5,408,281
|
|
|
$
|
5,689,615
|
|
|
December 31,
|
||||||
|
2013
|
|
2014
|
||||
Building
|
$
|
69,556
|
|
|
$
|
69,556
|
|
Equipment
|
7,239,017
|
|
|
7,312,730
|
|
||
Furniture and fixtures
|
562,485
|
|
|
562,485
|
|
||
Software
|
1,092,484
|
|
|
1,092,484
|
|
||
Leasehold improvements
|
3,168,377
|
|
|
4,830,055
|
|
||
|
12,131,919
|
|
|
13,867,310
|
|
||
Less—accumulated depreciation
|
(10,071,210
|
)
|
|
(10,370,253
|
)
|
||
|
$
|
2,060,709
|
|
|
$
|
3,497,057
|
|
|
December 31,
|
||||||
|
2013
|
|
2014
|
||||
Patent costs
|
$
|
2,496,560
|
|
|
$
|
2,356,820
|
|
Accumulated amortization
|
(2,208,085
|
)
|
|
(2,157,543
|
)
|
||
|
$
|
288,475
|
|
|
$
|
199,277
|
|
|
|
December 31,
|
||||
|
|
2013
|
|
2014
|
||
|
Accrued compensation
|
2,205,612
|
|
|
2,362,608
|
|
|
Accrued sub-contracts
|
297,510
|
|
|
244,218
|
|
|
Accrued professional fees
|
279,991
|
|
|
177,712
|
|
|
Accrued income tax
|
13,143
|
|
|
166,550
|
|
|
Deferred rent
|
102,569
|
|
|
1,752,717
|
|
|
Royalties
|
291,442
|
|
|
392,945
|
|
|
Warranty reserve
|
56,700
|
|
|
69,264
|
|
|
Claims reserve
|
92,167
|
|
|
—
|
|
|
Accrued liabilities - other
|
207,451
|
|
|
370,308
|
|
Total Accrued Liabilities
|
3,546,585
|
|
|
5,536,322
|
|
|
December 31, 2013
|
|
December 31, 2014
|
||||||||||||
|
Current
|
|
Long-Term
|
|
Current
|
|
Long-Term
|
||||||||
Bad debt and inventory reserve
|
$
|
88,077
|
|
|
$
|
—
|
|
|
$
|
150,330
|
|
|
$
|
—
|
|
Deferred revenue
|
—
|
|
|
59,673
|
|
|
—
|
|
|
126,096
|
|
||||
Depreciation and amortization
|
—
|
|
|
1,024,746
|
|
|
—
|
|
|
309,600
|
|
||||
Net operating loss carryforwards
|
—
|
|
|
10,897,715
|
|
|
—
|
|
|
8,030,396
|
|
||||
Research and development credits
|
—
|
|
|
386,161
|
|
|
—
|
|
|
386,161
|
|
||||
Accrued liabilities
|
836,049
|
|
|
—
|
|
|
1,584,633
|
|
|
—
|
|
||||
Deferred compensation
|
—
|
|
|
163,655
|
|
|
—
|
|
|
199,717
|
|
||||
Stock-based compensation
|
—
|
|
|
1,519,513
|
|
|
—
|
|
|
1,695,868
|
|
||||
AMT credit
|
—
|
|
|
42,636
|
|
|
—
|
|
|
207,648
|
|
||||
Total
|
924,126
|
|
|
14,094,099
|
|
|
1,734,963
|
|
|
10,955,486
|
|
||||
Valuation allowance
|
(924,126
|
)
|
|
(14,094,099
|
)
|
|
(1,734,963
|
)
|
|
(10,955,486
|
)
|
||||
Net deferred tax asset
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Years ended December 31,
|
||||
|
|
2013
|
|
2014
|
||
Income tax expense at federal statutory rate
|
|
34.00
|
%
|
|
34.00
|
%
|
State taxes, net of federal tax effects
|
|
3.96
|
%
|
|
3.75
|
%
|
Change in valuation allowance
|
|
(3.78
|
)%
|
|
(8.02
|
)%
|
Incentive stock options
|
|
(4.12
|
)%
|
|
(3.33
|
)%
|
Provision to return adjustments
|
|
2.43
|
%
|
|
(0.34
|
)%
|
Meals and entertainment
|
|
(0.13
|
)%
|
|
(0.27
|
)%
|
Other Permanent differences
|
|
(2.12
|
)%
|
|
(0.46
|
)%
|
Income tax benefit
|
|
30.24
|
%
|
|
25.33
|
%
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||
|
Number of
Shares
|
|
Price per
Share Range
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value (1)
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value (1)
|
||||||||||
Balance at January 1, 2013
|
5,422,130
|
|
|
$0.35–6.74
|
|
$
|
2.19
|
|
|
$
|
639,904
|
|
|
3,775,388
|
|
|
$
|
2.37
|
|
|
$
|
604,292
|
|
Forfeited
|
(693,644
|
)
|
|
0.35–6.74
|
|
2.08
|
|
|
|
|
|
|
|
|
|
||||||||
Exercised
|
(137,097
|
)
|
|
0.35–1.18
|
|
0.56
|
|
|
|
|
|
|
|
|
|
||||||||
Granted
|
687,840
|
|
|
1.20–1.31
|
|
1.29
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2013
|
5,279,229
|
|
|
$0.35 - 6.55
|
|
$
|
2.11
|
|
|
$
|
784,154
|
|
|
4,012,378
|
|
|
$
|
2.28
|
|
|
$
|
697,826
|
|
Forfeited
|
(1,660,354
|
)
|
|
$0.35 - 6.55
|
|
2.22
|
|
|
|
|
|
|
|
|
|
||||||||
Exercised
|
(321,696
|
)
|
|
$0.35 - 1.27
|
|
0.73
|
|
|
|
|
|
|
|
|
|
||||||||
Granted
|
992,452
|
|
|
$1.37 - 1.53
|
|
1.43
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2014
|
4,289,631
|
|
|
$0.35 - 6.55
|
|
$
|
1.93
|
|
|
$
|
512,901
|
|
|
3,111,199
|
|
|
$
|
2.11
|
|
|
$
|
453,032
|
|
(1)
|
The intrinsic value of an option represents the amount by which the market value of the stock exceeds the exercise price of the option of in-the-money options only.
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
|
Range of
Exercise Prices
|
|
Options
Outstanding
|
|
Weighted
Average
Remaining
Life in
Years
|
|
Weighted
Average
Exercise
Price
|
|
Options
Exercisable
|
|
Weighted
Average
Exercise
Price of
Options
Exercisable
|
||||||
Year ended December 31, 2013
|
$0.35 - 6.55
|
|
5,279,229
|
|
|
5.88
|
|
$
|
2.11
|
|
|
4,012,378
|
|
|
$
|
2.28
|
|
Year ended December 31, 2014
|
$0.35 - 6.55
|
|
4,289,631
|
|
|
6.03
|
|
$
|
1.93
|
|
|
3,111,199
|
|
|
$
|
2.11
|
|
|
Total intrinsic value of
options exercised
|
|
Total fair value of
options vested
|
||||
Year ended December 31, 2013
|
$
|
111,595
|
|
|
$
|
1,248,067
|
|
Year ended December 31, 2014
|
$
|
260,803
|
|
|
$
|
821,392
|
|
|
Number of Vested Shares
|
Number of Unvested Shares
|
Weighted Average Grant Date Fair Value
|
Aggregate Value of Vested Shares
|
Aggregate Value of Unvested Shares
|
||||||||
Balance at January 1, 2013
|
23,765
|
|
15,123
|
|
$
|
1.80
|
|
$
|
42,777
|
|
$
|
27,222
|
|
Granted
|
—
|
|
337,500
|
|
$
|
1.26
|
|
—
|
|
425,250
|
|
||
Vested
|
12,963
|
|
(12,963
|
)
|
$
|
1.80
|
|
23,333
|
|
(23,333
|
)
|
||
Exercised
|
—
|
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
||
Balance at December 31, 2013
|
36,728
|
|
339,660
|
|
$
|
1.32
|
|
66,110
|
|
429,139
|
|
||
Granted
|
—
|
|
303,000
|
|
$
|
1.40
|
|
—
|
|
424,200
|
|
||
Vested
|
114,660
|
|
(114,660
|
)
|
$
|
1.27
|
|
145,639
|
|
(145,639
|
)
|
||
Exercised
|
(22,725
|
)
|
—
|
|
$
|
1.26
|
|
(28,634
|
)
|
—
|
|
||
Balance at December 31, 2014
|
128,663
|
|
528,000
|
|
$
|
1.36
|
|
$
|
183,115
|
|
$
|
707,700
|
|
2015
|
995,312
|
|
|
2016
|
829,005
|
|
|
2017
|
837,053
|
|
|
2018
|
845,294
|
|
|
2019
|
535,720
|
|
|
Thereafter
|
480,163
|
|
|
|
$
|
4,522,547
|
|
|
Years ended December 31,
|
|||||||
|
|
2013
|
|
2014
|
||||
Technology Development revenue
|
|
$
|
11,421,868
|
|
|
$
|
12,205,889
|
|
Products and Licensing revenue
|
|
6,911,707
|
|
|
9,054,101
|
|
||
Total revenue
|
|
18,333,575
|
|
|
21,259,990
|
|
||
Technology Development operating loss
|
|
(3,169,605
|
)
|
|
(1,964,216
|
)
|
||
Products and Licensing operating income (loss)
|
|
(4,865,741
|
)
|
|
(2,540,885
|
)
|
||
Total operating loss
|
|
(8,035,346
|
)
|
|
$
|
(4,505,101
|
)
|
|
Depreciation, Technology Development
|
|
$
|
499,439
|
|
|
$
|
317,925
|
|
Depreciation, Products and Licensing
|
|
266,327
|
|
|
235,831
|
|
||
Amortization, Technology Development
|
|
212,790
|
|
|
219,156
|
|
||
Amortization, Products and Licensing
|
|
113,471
|
|
|
162,565
|
|
|
December 31,
|
||||||
|
2013
|
|
2014
|
||||
Total segment assets:
|
|
|
|
||||
Technology Development
|
$
|
12,275,693
|
|
|
$
|
15,836,918
|
|
Products and Licensing
|
7,428,382
|
|
|
11,747,530
|
|
||
Total
|
$
|
19,704,075
|
|
|
$
|
27,584,448
|
|
Property plant and equipment and intangible assets, Technology Development
|
$
|
1,463,548
|
|
|
$
|
2,122,157
|
|
Property plant and equipment and intangible assets, Products and Licensing
|
$
|
885,636
|
|
|
$
|
1,574,177
|
|
|
Quarter Ended
|
||||||||||||||||||||||||||||||
(Dollars in thousands,
except per share amounts)
|
March 31,
2013 |
|
June 30,
2013 |
|
September 30,
2013 |
|
December 31,
2013 |
|
March 31,
2014 |
|
June 30,
2014 |
|
September 30,
2014 |
|
December 31,
2014 |
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Technology
|
$
|
2,627
|
|
|
$
|
2,807
|
|
|
$
|
3,130
|
|
|
$
|
2,858
|
|
|
$
|
2,675
|
|
|
$
|
3,219
|
|
|
$
|
3,067
|
|
|
$
|
3,245
|
|
Products and licensing
|
1,478
|
|
|
2,024
|
|
|
1,569
|
|
|
1,841
|
|
|
1,796
|
|
|
2,009
|
|
|
2,304
|
|
|
2,945
|
|
||||||||
Total revenues
|
4,105
|
|
|
4,831
|
|
|
4,699
|
|
|
4,699
|
|
|
4,471
|
|
|
5,228
|
|
|
5,371
|
|
|
6,190
|
|
||||||||
Gross margin
|
1,135
|
|
|
1,777
|
|
|
1,677
|
|
|
1,460
|
|
|
1,552
|
|
|
1,988
|
|
|
2,083
|
|
|
2,214
|
|
||||||||
Operating loss
|
(2,241
|
)
|
|
(1,739
|
)
|
|
(1,302
|
)
|
|
(2,753
|
)
|
|
(1,952
|
)
|
|
(963
|
)
|
|
(720
|
)
|
|
(870
|
)
|
||||||||
Loss from continuing operations
|
(1,319
|
)
|
|
(1,035
|
)
|
|
(775
|
)
|
|
(2,379
|
)
|
|
(1,133
|
)
|
|
(585
|
)
|
|
(467
|
)
|
|
(1,932
|
)
|
||||||||
Income/(loss) from discontinued operations net of income taxes
|
4,105
|
|
|
83
|
|
|
161
|
|
|
356
|
|
|
9,673
|
|
|
(331
|
)
|
|
(278
|
)
|
|
(329
|
)
|
||||||||
Net loss
|
2,786
|
|
|
(952
|
)
|
|
(614
|
)
|
|
(2,023
|
)
|
|
8,540
|
|
|
(916
|
)
|
|
(745
|
)
|
|
(884
|
)
|
||||||||
Net (loss)/income attributable to common stockholders
|
$
|
2,762
|
|
|
$
|
(978
|
)
|
|
$
|
(640
|
)
|
|
$
|
(2,049
|
)
|
|
$
|
8,511
|
|
|
$
|
(943
|
)
|
|
$
|
(771
|
)
|
|
$
|
(914
|
)
|
Net loss per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic and diluted
|
$
|
(0.09
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.13
|
)
|
Net income/(loss) per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic and diluted
|
$
|
0.29
|
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
$
|
0.02
|
|
|
$
|
0.66
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
Net (loss)/income attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic and diluted
|
$
|
0.20
|
|
|
$
|
(0.07
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
0.58
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.06
|
)
|
Weighted average shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic and diluted
|
14,011,814
|
|
|
14,362,494
|
|
|
14,441,707
|
|
|
14,488,060
|
|
|
14,653,262
|
|
|
14,817,084
|
|
|
15,016,429
|
|
|
15,056,007
|
|
|
Years ended December 31,
|
|||||||
|
|
2013
|
|
2014
|
||||
Net revenues
|
|
$
|
5,909,375
|
|
|
$
|
—
|
|
Cost of revenues
|
|
3,486,200
|
|
|
46,204
|
|
||
Operating expenses
|
|
229,745
|
|
|
—
|
|
||
Income/(loss) before income taxes
|
|
2,193,430
|
|
|
(46,204
|
)
|
||
Allocated tax expense/(benefit)
|
|
879,819
|
|
|
(11,713
|
)
|
||
Operating income/(loss) from discontinued operations
|
|
1,313,611
|
|
|
(34,491
|
)
|
||
Gain on sale, net of $1.5 million and $1.3 million of related income taxes
|
|
3,391,639
|
|
|
9,381,948
|
|
||
Income from discontinued operations, net of income taxes
|
|
$
|
4,705,250
|
|
|
$
|
9,347,457
|
|
Plan category
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
|
|
Weighted-
average exercise
price of
outstanding
options,
warrants and
rights
(b)
|
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|
||||
Equity compensation plans approved by security holders
|
4,289,631
|
|
|
$
|
1.93
|
|
|
13,681,118
|
|
Equity compensation plans not approved by security holders
|
2,335,903
|
|
|
0.39
|
|
|
—
|
|
|
Total
|
6,625,534
|
|
|
$
|
1.53
|
|
|
13,681,118
|
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
(1)
|
Financial Statements. See Index to Consolidated Financial Statements at Item 8 of this Report on Form 10-K.
|
(2)
|
Schedules.
|
Column A
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
|
Column F
|
||||||||||
|
Balance
at beginning
of Period
|
|
Charged
to costs
and
expenses
|
|
Deductions
|
|
Valuation
against
asset
|
|
Balance at
end
of period
|
||||||||||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from assets to which they apply:
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory obsolescence
|
$
|
86,186
|
|
|
$
|
—
|
|
|
$
|
(11,435
|
)
|
|
$
|
—
|
|
|
$
|
74,751
|
|
Allowances for doubtful Accounts
|
$
|
—
|
|
|
$
|
134,811
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134,811
|
|
|
$
|
86,186
|
|
|
$
|
134,811
|
|
|
$
|
(11,435
|
)
|
|
$
|
—
|
|
|
$
|
209,562
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Reserves deducted from assets to which they apply:
|
|
|
|
|
|
|
|
|
|
||||||||||
Inventory obsolescence
|
$
|
74,751
|
|
|
$
|
166,773
|
|
|
$
|
(2,775
|
)
|
|
$
|
—
|
|
|
$
|
238,749
|
|
Allowances for doubtful Accounts
|
$
|
134,811
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134,811
|
|
|
$
|
209,562
|
|
|
$
|
166,773
|
|
|
$
|
(2,775
|
)
|
|
$
|
—
|
|
|
$
|
373,560
|
|
(3)
|
Exhibits. The exhibits filed as part of this report are listed under “Exhibits” at subsection (b) of this Item 15.
|
(b)
|
Exhibits
|
Exhibit No.
|
Exhibit Document
|
2.1(1)
|
Findings of Fact, Conclusions of Law, and Order under 11 U.S.C. §§ 1129(a) and (b) and Fed. R. Bankr. P. 3020 Confirming First Amended Joint Plan of Reorganization of Luna Innovations Incorporated and Luna Innovations, Inc., debtors and debtors-in-possession, dated January 12, 2010 (Exhibit 2.1)
|
2.2(1)
|
First Amended Joint Plan of Reorganization of Luna Innovations Incorporated and Luna Technologies, Inc., dated December 18, 2009 (Exhibit 2.2)
|
2.3(1)
|
First Amended Disclosure Statement in support of First Amended Joint Plan of Reorganization of Luna Innovations Incorporated, et al., under Chapter 11 of the Bankruptcy Code, dated December 18, 2009 (Exhibit 2.3)
|
2.4(2)*
|
Asset Purchase Agreement, dated March 1, 2013, by and between Luna Innovations Incorporated and MacAulay-Brown, Inc. (Exhibit 2.4)
|
2.5(3)*
|
Asset Purchase Agreement by and between Luna innovations Incorporated and Luna Technologies, Inc. and Intuitive Surgical Operations, Inc., and Intuitive Surgical International, Ltd., dated as of January 17, 2014 (Exhibit) 2.1)
|
2.6(4)
|
Agreement and Plan of Merger and Reorganization dated as of January 30, 2015, by and among Luna Innovations Incorporated, API Merger Sub, Inc. and Advanced Photonix, Inc.
|
3.1(5)
|
Amended and Restated Certificate of Incorporation of the Registrant (Exhibit 3.2)
|
3.2(6)
|
Certificate of Designations of the Series A Convertible Preferred Stock (Exhibit 3.1)
|
3.3(7)
|
Amended and Restated Bylaws of the Registrant (Exhibit 3.4)
|
3.4(8)
|
Amendment to Amended and Restated Bylaws (Exhibit 3.1)
|
4.1(9)
|
Specimen Common Stock certificate of the Registrant (Exhibit 4.1)
|
4.2(7)
|
2003 Stock Plan (Exhibit 10.7)
|
4.3(9)
|
2006 Equity Incentive Plan (Exhibit 10.9)
|
4.4(7)
|
Form of Stock Option Agreement (Exhibit 4.7)
|
10.1(11)
|
Form of Indemnification Agreement for directors and executive officers (Exhibit 10.1)
|
10.2(12)
|
Commercial Lease, dated March 15, 2007, between Canvasback Real Estate & Investments LLC and Luna Innovations Incorporated (705 Dale Avenue, Charlottesville, Virginia) (Exhibit 10.1)
|
10.3(9)**
|
License Agreement No. DN-982, dated June 10, 2002, by and between the National Aeronautics and Space Administration (NASA) and Luna Innovations Incorporated; Modification No. 1 to License Agreement No. DN-982, dated January 23, 2006, by and between NASA and Luna Innovations Incorporated (Exhibit 10.22)
|
10.4(9)**
|
License Agreement No. DN-951, dated December 20, 2000, by and between NASA and Luna Technologies, Inc. (Exhibit 10.23)
|
10.5(9)**
|
Amended and Restated License Agreement, dated March 19, 2004, by and between Virginia Tech Intellectual Properties, Inc. and Luna Innovations Incorporated (Exhibit 10.26)
|
10.6(13)
|
Asset Transfer and License Agreement by and between Luna Innovations Incorporated and Coherent, Inc. (Exhibit 10.21)
|
10.7(14)**
|
Development and Supply Agreement, dated December 12, 2006, by and between Luna Innovations Incorporated and Intuitive Surgical, Inc. dated June 11, 2007 (Exhibit 10.1)
|
10.8(15)
|
Amendment to Commercial Lease, by and between Luna Innovations Incorporated and Canvasback Real Estate & Investments LLC dated March 18, 2008 (Exhibit 10.5)
|
10.9(16)
|
Confidential Settlement Agreement, dated as of December 11, 2009, by and between Luna Innovations, Inc. and Luna Technologies, Inc. and Hansen Medical, Inc. (Exhibit 10.26)
|
10.10(6)
|
Securities Purchase and Exchange Agreement, dated January 12, 2010, by and between Luna Innovations Incorporated and Carilion Clinic (Exhibit 10.1)
|
10.11(6)
|
Warrant No. 1 to Purchase Common Stock, dated January 13, 2010, issued to Carilion Clinic (Exhibit 10.2)
|
10.12(6)
|
Warrant No. 2 to Purchase Common Stock, dated January 13, 2010, issued to Carilion Clinic (Exhibit 10.3)
|
10.13(6)
|
Amended and Restated Investor Rights Agreement, dated January 13, 2010, by and among Luna Innovations Incorporated, Carilion Clinic, and certain stockholders of Luna Innovations Incorporated (Exhibit 10.4)
|
10.14(17)
|
Non-Employee Directors’ Deferred Compensation Plan (Exhibit 10.37)
|
10.15(18)**
|
License Agreement, effective January 12, 2010, by and among Luna Innovations Incorporated, Luna Technologies, Inc. and Hansen Medical, Inc. (Exhibit 10.6)
|
10.16(18)**
|
Development and Supply Agreement, effective January 12, 2010, by and among Luna Innovations Incorporated, Luna Technologies, Inc. and Hansen Medical, Inc., as amended on February 17, 2010 and April 2, 2010 (Exhibit 10.7)
|
10.17(18)**
|
License Agreement, effective January 12, 2010, by and among Luna Innovations Incorporated, Luna Technologies, Inc. and Intuitive Surgical, Inc. (Exhibit 10.8)
|
10.18(18)**
|
Amendments to Development and Supply Agreement, effective January 12, 2010 and April 27, 2010, by and between Luna Innovations Incorporated and Intuitive Surgical, Inc. (Exhibit 10.9)
|
10.19(18)
|
Confidential Mutual Release, effective as of January 12, 2010, by and among Luna Innovations Incorporated, Luna Technologies, Inc. and Hansen Medical, Inc. (Exhibit 10.13)
|
10.20(18)
|
Industrial Lease Agreement, dated as of March 21, 2006, by and between Luna Innovations Incorporated and the Economic Development Authority of Montgomery County, Virginia, as amended by a First Amendment effective as of May 11, 2006, a Second Amendment effective as of July 15, 2009 and a Third Amendment effective as of March 23, 2010 (Exhibit 10.14)
|
10.21(18)
|
Lease for Riverside Center, dated December 30, 2005, by and between Carilion Medical Center and Luna Innovations Incorporated, as amended by an Amended Lease dated July 20, 2006, a Second Amendment dated on or about October 5, 2007 and a Third Amendment effective as of April 1, 2010 (Exhibit 10.15)
|
10.22(18)
|
Loan and Security Agreement, dated February 18, 2010, by and between Luna Innovations Incorporated, Luna Technologies, Inc. and Silicon Valley Bank (Exhibit 10.5)
|
10.23(19)
|
Third Amendment to Commercial Lease dated June 21, 2010, by and between Canvasback Real Estate & Investments, LLC and Luna Innovations, Incorporated (Exhibit 10.5)
|
10.24(20)**
|
Amendment No.3 to the Development Supply Agreement, dated as of September 2, 2010, by and between Luna Innovations Incorporated and Intuitive Surgical, Inc. (Exhibit 10.5)
|
10.25(21)
|
First Loan Modification Agreement, dated as of March 7, 2011, by and between Luna Innovations Incorporated and Silicon Valley Bank (Exhibit 10.1)
|
10.26(22)**
|
Amendment No. 4 to the Development and Supply Agreement, dated as of March 23, 2011, by and between Luna Innovations Incorporated and Intuitive Surgical, Inc. (Exhibit 10.2)
|
10.27(22)
|
Fourth Amendment to Industrial Lease Agreement, dated as of March 1, 2011, by and between The Economic Development Authority of Montgomery County and Luna Innovations Incorporated (Exhibit 10.3)
|
10.28(23)
|
Second Loan Modification Agreement, dated as of May 18, 2011, by and between Luna Innovations Incorporated, Luna Technologies, Inc. and Silicon Valley Bank (Exhibit 10.1)
|
10.29(24)
|
Fifth Amendment to Industrial Lease Agreement, dated as of November 1, 2011, by and between The Economic Development Authority of Montgomery County and Luna Innovations Incorporated
|
10.30(24)
|
Employment Agreement dated March 28, 2012, by and between My E. Chung and Luna Innovations Incorporated
|
10.31(24)
|
Employment Agreement dated March 28, 2012, by and between Dale E. Messick and Luna Innovations Incorporated
|
10.32(24)
|
Employment Agreement dated March 28, 2012, by and between Scott A. Graeff and Luna Innovations Incorporated
|
10.33(24)
|
Employment Agreement dated March 28, 2012, by and between Talfourd H. Kemper, Jr., and Luna Innovations Incorporated
|
10.34(25)**
|
Amendment No. 5 to Development and Supply Agreement, dated as of March 22, 2012, by and between Luna Innovations Incorporated and Intuitive Surgical, Inc. (Exhibit 10.1)
|
10.35(26)
|
Fourth Amendment to Commercial Lease, dated as of April 15, 2012, by and between Canvasback Real Estate & Investments, LLC and Luna Innovations Incorporated (Exhibit 10.3)
|
10.36(27)
|
Development Agreement, dated as of April 25, 2012, by and between Luna Innovations Incorporated and Philips Medical Systems Nederland BV (Exhibit 10.1)
|
10.37(28)
|
Third Loan Modification Agreement, dated as of May 17, 2012, by and between Luna Innovations Incorporated, Luna Technologies, Inc. and Silicon Valley Bank (Exhibit 10.1)
|
10.38(29)
|
Fourth Loan Modification Agreement, dated March 21, 2013, by and between Luna Innovations Incorporated, Luna Technologies, Inc. and Silicon Valley Bank. (Exhibit 10.1)
|
10.39(29)
|
Fourth Amendment to Luna Innovations Lease of Riverside Center, dated March 21, 2013, by and between Carilion Clinic Properties, LLC and Luna Innovations Incorporated (Exhibit 10.2)
|
10.40(30)**
|
Amendment No. 6 to the Intuitive-Luna Development and Supply Agreement, dated December 15, 2012, by and between Luna Innovations Incorporated and Intuitive Surgical Operations, Inc., a successor in interest to Intuitive Surgical, Inc. (Exhibit 10.2)
|
10.41(30)**
|
Amendment No. 7 to the Intuitive-Luna Development and Supply Agreement, entered into on June 28, 2013, by and between Luna Innovations Incorporated and Intuitive Surgical Operations, Inc., a successor in interest to Intuitive Surgical, Inc. (Exhibit 10.3)
|
10.42(31)
|
Fifth Amendment to Luna Innovations Lease of Riverside Center, dated December 13, 2013, by and between Carilion Clinic Properties, LLC and Luna Innovations Incorporated (Exhibit 10.44)
|
10.43(3)**
|
2014 Senior Management Incentive Plan (Exhibit 10.1)
|
10.44(3)**
|
Cross-License Agreement by and among Luna Innovations Incorporated and Luna Technologies, Inc., and Intuitive Surgical Operations, Inc., and Intuitive Surgical international, Ltd., dated as of January 17, 2014 (Exhibit 10.2)
|
10.45(3)**
|
Consent, Release and Fifth Loan Modification Agreement between Luna Innovations incorporated and Silicon Valley Bank dated as of January 21, 2014 (Exhibit 10.3)
|
10.46
|
Sixth Amendment to Industrial lease Agreement by and between the Economic Development Authority of Montgomery County, Virginia and Luna Innovations Incorporated dated October 1, 2014
|
10.47
|
Industrial Lease Agreement by and between The Economic Development Authority of Montgomery County, Virginia and Luna Innovations Incorporated dated October 1, 2014
|
10.48
|
Lease Agreement by and between SBA Tenant, LLC and Luna Innovations Incorporated dated November 2014
|
21.1
|
List of Subsidiaries
|
23.1
|
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm
|
24.1
|
Power of Attorney (see signature page)
|
31.1
|
Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1***
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2***
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
The following materials from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014, are formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2013 and 2014, (ii) Consolidated Statements of Operations for the years ended December 31, 2013 and 2014, (iii) Consolidated Statements of Changes in Stockholder’s Equity (Deficit) for the years ended December 31, 2013 and 2014 (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2014, and (v) Notes to audited Consolidated Financial Statements.
|
(1)
|
Incorporated by reference to the exhibit to the Registrant’s Current Report on Form 8-K, Commission File No. 000-52008, filed on January 15, 2010 (reporting under Items 1.03, 5.02 and 9.01). The number given in parentheses indicates the corresponding exhibit number in such Form 8-K.
|
(2)
|
Incorporated by reference to the Registrant’s Annual Report on Form 10-K, Commission File No. 000-52008, filed on March 29, 2013. The number in parentheses indicates the corresponding exhibit number in such Form 10-K.
|
(3)
|
Incorporated by reference to the exhibit to the Registrant's Quarterly Report on Form 10-Q, Commission File No. 000.52008, filed on May 13, 2014. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(4)
|
Incorporated by reference to the exhibit to the Registrant’s Current Report on Form 8-K, Commission File No. 000-52008, filed on February 2, 2015. The number given in parentheses indicates the corresponding exhibit number in such Form 8-K.
|
(5)
|
Incorporated by reference to the exhibit to the Registrant’s Current Report on Form 8-K, Commission File No. 000-52008, filed on June 8, 2006. The number given in parentheses indicates the corresponding exhibit number in such Form 8-K.
|
(6)
|
Incorporated by reference to the exhibit to the Registrant’s Current Report on Form 8-K, Commission File No. 000-52008, filed on January 15, 2010 (reporting under Items 1.01, 3.02, 3.03, 5.03 and 9.01). The number given in parentheses indicates the corresponding exhibit number in such Form 8-K.
|
(7)
|
Incorporated by reference to the exhibit to the Registrant’s Registration Statement on Form S-1, Commission File No. 333-131764, filed on February 10, 2006. The number given in parentheses indicates the corresponding exhibit number in such Form S-1.
|
(8)
|
Incorporated by reference to the exhibit to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2010 (File No. 000-52008). The number in parentheses indicates the corresponding exhibit number in such Form 8-K.
|
(9)
|
Incorporated by reference to the exhibit to Amendment No. 5 of the Registrant’s Registration Statement on Form S-1, Commission File No. 333-131764, filed on April 19, 2006. The number given in parentheses indicates the corresponding exhibit number in such Form S-1.
|
(10)
|
Incorporated by reference to the exhibit to Amendment No. 3 of the Registrant’s Registration Statement on Form S-1, Commission File No. 333-131764, filed on April 28, 2006. The number given in parentheses indicates the corresponding exhibit number in such Form S-1.
|
(11)
|
Incorporated by reference to the exhibit to the Registrant’s Current Report on Form 8-K, Commission File No. 000-52008, filed on July 17, 2009 (reporting under Items 1.01, 5.02 and 9.01). The number given in parentheses indicates the corresponding exhibit number in such Form 8-K.
|
(12)
|
Incorporated by reference to the exhibit to Registrant’s Quarterly Report on Form 10-Q, Commission File No. 000-52008, filed on May 15, 2007. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(13)
|
Incorporated by reference to the exhibit to Amendment No. 1 to Registrant’s Annual Report on Form 10-K, Commission File No. 000-52008, filed on April 6, 2007. The number given in parentheses indicates the corresponding exhibit number in such Form 10-K/A.
|
(14)
|
Incorporated by reference to the exhibit to the Registrant’s Current Report on Form 8-K, Commission File No. 000-52008, filed on June 14, 2007. The number given in parentheses indicates the corresponding exhibit number in such Form 8-K.
|
(15)
|
Incorporated by reference to the exhibit to Registrant’s Quarterly Report on Form 10-Q, Commission File No. 000-52008, filed on May 9, 2008. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(16)
|
Incorporated by reference to the exhibit to Registrant’s Annual Report on Form 10-K, Commission File No. 000-52008, filed on March 26, 2010. The number given in parentheses indicates the corresponding exhibit number in such Form 10-K.
|
(17)
|
Incorporated by reference to the exhibit to Registrant’s Annual Report on Form 10-K, Commission File No. 000-52008, filed on March 16, 2009. The number given in parentheses indicates the corresponding exhibit number in such Form 10-K.
|
(18)
|
Incorporated by reference to the exhibit to Registrant’s Quarterly Report on Form 10-Q, Commission File No. 000-52008, filed on May 17, 2010. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(19)
|
Incorporated by reference to the exhibit to Registrant’s Quarterly Report on Form 10-Q, Commission File No. 000-52008, filed on August 16, 2010. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(20)
|
Incorporated by reference to the exhibit to Registrant’s Quarterly Report on Form 10-Q, Commission File No. 000-52008, filed on November 15, 2010. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(21)
|
Incorporated by reference to the exhibit to the Registrant’s Current Report on Form 8-K, Commission File No. 000-52008, filed on March 9, 2011. The number given in parentheses indicates the corresponding exhibit number in such Form 8-K.
|
(22)
|
Incorporated by reference to the exhibit to Registrant’s Quarterly Report on Form 10-Q, Commission File No. 000-52008, filed on May 16, 2011. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(23)
|
Incorporated by reference to the exhibit to Registrant’s Quarterly Report on Form 10-Q, Commission File No. 000-52008, filed on August 12, 2011. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(24)
|
Incorporated by reference to the exhibit to the Registrant’s Current Report on Form 10-K, Commission File No. 000-52008, filed on March 29, 2012. The number given in parentheses indicates the corresponding exhibit number in such Form 10-K.
|
(25)
|
Incorporated by reference to the exhibit to the Registrant’s Quarterly Report on Form 10-Q, Commission File No. 000-52008, filed on May 10, 2012. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(26)
|
Incorporated by reference to the exhibit to the Registrant’s Quarterly Report on Form 10-Q, Commission File No. 000-52008, filed on August 9, 2012. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(27)
|
Incorporated by reference to the exhibit to the Registrant’s Amendment No. 1 to Quarterly Report on Form 10-Q, Commission File No. 000-52008, filed on August 10, 2012. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(28)
|
Incorporated by reference to the exhibit to the Registrant’s Current Report on Form 8-K, Commission File No. 000-52008, filed on July 11, 2012. The number given in parentheses indicates the corresponding exhibit number in such Form 8-K.
|
(29)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K, Commission File No. 000-52008, filed on March 27, 2013. The number given in parentheses indicates the corresponding exhibit number in such Form 8-K.
|
(30)
|
Incorporated by reference to the exhibit to the Registrant’s Quarterly Report on Form 10-Q, Commission File No. 000-52008, filed on August 8, 2013. The number given in parentheses indicates the corresponding exhibit number in such Form 10-Q.
|
(31)
|
Incorporated by reference to the exhibit to the Registrant's Current Report on Form 10-K, Commission File No. 000-52008, filed on April 10, 2014. The number given in parentheses indicates the corresponding exhibit number in such Form 10-K.
|
*
|
Confidential treatment has been granted with respect to portions of this exhibit, indicated by asterisks, which has been filed separately with the Securities and Exchange Commission. Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to this agreement are omitted, but will be furnished to the Securities and Exchange Commission upon request.
|
**
|
Confidential treatment has been granted with respect to portions of this exhibit, indicated by asterisks, which has been filed separately with the Securities and Exchange Commission.
|
***
|
These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|
|
L
UNA
I
NNOVATIONS
I
NCORPORATED
|
||
|
|
|
|
|
By:
|
|
/
S
/ D
ALE
E. M
ESSICK
|
|
|
|
Dale E. Messick
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/
S
/ M
Y
E. C
HUNG
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
March 16, 2015
|
My E. Chung
|
|
|
||
/
S
/ D
ALE
E. M
ESSICK
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
March 16, 2015
|
Dale E. Messick
|
|
|
||
/
S
/ M
ICHAEL
W. W
ISE
|
|
Director
|
|
March 16, 2015
|
Michael W. Wise
|
|
|
||
/
S
/ W
ARNER
D
ALHOUSE
|
|
Director
|
|
March 16, 2015
|
Warner Dalhouse
|
|
|
||
/
S
/ J
OHN
B. W
ILLIAMSON
III
|
|
Director
|
|
March 16, 2015
|
John B. Williamson III
|
|
|
||
/
S
/ N
EIL
W
ILKIN
J
R
.
|
|
Director
|
|
March 16, 2015
|
Neil Wilkin, Jr.
|
|
|
||
/
S
/ R
ICHARD
W. R
OEDEL
|
|
Chairman of the Board of Directors
|
|
March 16, 2015
|
Richard W. Roedel
|
|
|
1.
|
PREMISES AND TERM.
|
(i)
|
Landlord shall notify Tenant in writing on or about February 15, 2015 (but no later than February 20, 2015) of the anticipated date the improvements being made to the Leased Premises by Landlord as described in Section 9 are to be completed and the certificate of occupancy for the Leased Premises is to be obtained (the “Completion Date”). If the Completion Date is anticipated to be later than April 1, 2015, the parties agree to extend the Commencement Date to give Landlord additional time to complete the improvements and obtain the certificate of occupancy provided that Tenant shall be entitled to a credit of $5,540.00 for each thirty (30) day period, or portion thereof, the Commencement Date is extended.
|
(ii)
|
If Landlord notifies Tenant as provided in Subsection (i) above that the Completion Date will be on or before April 1, 2015, and the improvements being made to the Leased Premises by the Landlord as described in Section 9 are not completed by such date and/or the certificate of occupancy is not issued, Tenant shall be entitled to two (2) free months of rent for each thirty (30) day period, or portion thereof, beginning April 1, 2015 and ending the date the improvements being made by the Landlord as described in Section 9 are completed, a certificate of occupancy for the Lease Premises is issued and possession of the Leased Premises is made available to Tenant.
|
(iii)
|
If the Commencement Date is extended as provided in Subsection (i) above and Landlord is unable to complete the improvements being made to the Leased Premises as described in Section 9 and/or the certificate of occupancy for the Leased Premises is not issued by such date, Tenant shall be entitled to, in addition to the credit set forth in Subsection (i), two (2) free months of rent for each thirty (30) day period, or portion thereof, beginning on the date the Commenced Date was extended and ending on the date the improvements being made by the Landlord as described in Section 9 are completed, a certificate of occupancy for the Lease Premises is issued and possession of the Leased Premises is made available to Tenant.
|
(iv)
|
Landlord and Tenant agree, if necessary, that they shall execute an amendment to the Lease setting forth the actual Commencement Date if the same is not April 1, 2015. Landlord and Tenant further agree that in the event the Commencement Date is changed all other dates in the Lease shall be adjusted accordingly.
|
(v)
|
If Landlord is delayed in delivering the leased premises to Tenant due to reasons beyond its control, such as unusual weather events, unscheduled closures of government agencies, or Acts of God, it shall not be required to pay damages to Tenant as described in this Section.
|
•
|
Metal or Wood Stud Framed Walls with Painted Gypboard finish.
|
•
|
Insulation between all office walls and bathrooms.
|
•
|
Gypboard ceilings in Lobby, Conference Room, Corridors
|
•
|
Acoustic Ceilings in Offices, Bathrooms and Rear Open Office & File Room
|
•
|
400 Amp Electrical Service, Outlets, Fluorescent lighting and Conduits for data.
|
•
|
Plumbing for bathrooms, kitchen and fixtures.
|
•
|
Counter tops and cabinetry for kitchen
|
•
|
HVAC and Duct, Split System Electric Heat Pumps and Air Conditioning.
|
•
|
Code compliant Sprinkler Service tied into building fire alarm system.
|
•
|
Polished Terrazzo Floor Finish, Carpet in Rear Open Office & File Room
|
•
|
Carpet for all areas other than center hall, kitchen and bathrooms
|
•
|
Solid Core Wood Doors with Metal Frames and ADA Lever Hardware
|
•
|
Building Permits and Design Drawings.
|
1.
|
I have reviewed this annual report on Form 10-K of Luna Innovations Incorporated;
|
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 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 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.
|
/S/ MY E. CHUNG
|
|
My E. Chung
|
|
President and Chief Executive Officer
(principal executive officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of Luna Innovations Incorporated;
|
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 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 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.
|
/S/ DALE E. MESSICK
|
|
Dale E. Messick
|
|
Chief Financial Officer
(principal financial officer)
|
|
/S/ MY E. CHUNG
|
|
My E. Chung
|
|
President and Chief Executive Officer
(principal executive officer)
|
|
/S/ DALE E. MESSICK
|
|
Dale E. Messick
|
|
Chief Financial Officer
(principal financial officer)
|
|