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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
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04-3462475
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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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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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ý
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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September 30,
2014 |
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December 31,
2013 |
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
30,748,275
|
|
|
$
|
49,459,564
|
|
Accounts receivable, net of allowance for doubtful accounts
|
4,108,567
|
|
|
1,567,039
|
|
||
Other current assets
|
1,161,537
|
|
|
864,616
|
|
||
Total current assets
|
36,018,379
|
|
|
51,891,219
|
|
||
FIXED ASSETS, net of accumulated depreciation
|
4,338,146
|
|
|
1,264,624
|
|
||
OTHER ASSETS
|
|
|
|
||||
Security deposits
|
1,564
|
|
|
1,564
|
|
||
Restricted cash
|
6,300,000
|
|
|
300,000
|
|
||
Loan guarantee and financing fees, net of accumulated amortization of $517,500 in 2013
|
—
|
|
|
310,500
|
|
||
Patents
|
476,971
|
|
|
401,709
|
|
||
Investment in joint venture
|
1,328,231
|
|
|
987,657
|
|
||
Other investments
|
39,393
|
|
|
—
|
|
||
Goodwill
|
3,130,574
|
|
|
—
|
|
||
Total other assets
|
11,276,733
|
|
|
2,001,430
|
|
||
Total Assets
|
$
|
51,633,258
|
|
|
$
|
55,157,273
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
4,564,065
|
|
|
$
|
2,346,240
|
|
Obligations under capital leases, current portion
|
57,606
|
|
|
51,400
|
|
||
Deferred revenue
|
384,354
|
|
|
199,560
|
|
||
Notes payable, current portion
|
280,854
|
|
|
22,298
|
|
||
Line of credit
|
—
|
|
|
6,000,000
|
|
||
Total current liabilities
|
5,286,879
|
|
|
8,619,498
|
|
||
Obligations under capital leases
|
322,939
|
|
|
309,777
|
|
||
Deferred rent payable
|
152,739
|
|
|
170,789
|
|
||
Line of credit
|
6,000,000
|
|
|
—
|
|
||
Warrant liability
|
145,000
|
|
|
594,000
|
|
||
Other long-term liabilities
|
767,663
|
|
|
—
|
|
||
Deferred revenue, long-term
|
936,496
|
|
|
—
|
|
||
Total liabilities
|
13,611,716
|
|
|
9,694,064
|
|
||
STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Preferred stock, authorized 9,764,000 shares, $0.0001 par value, none issued
|
—
|
|
|
—
|
|
||
Common stock, authorized 100,000,000 shares, $0.0001 par value, 9,723,669 and 9,275,384 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively
|
970
|
|
|
927
|
|
||
Additional paid-in capital
|
110,814,811
|
|
|
106,786,862
|
|
||
Accumulated deficit
|
(72,794,239
|
)
|
|
(61,324,580
|
)
|
||
Total Stockholders’ Equity
|
38,021,542
|
|
|
45,463,209
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
51,633,258
|
|
|
$
|
55,157,273
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue
|
$
|
3,221,850
|
|
|
$
|
1,705,146
|
|
|
$
|
6,163,895
|
|
|
$
|
4,755,462
|
|
Cost of revenues
|
2,565,715
|
|
|
1,211,384
|
|
|
5,358,872
|
|
|
3,560,678
|
|
||||
Gross profit
|
656,135
|
|
|
493,762
|
|
|
805,023
|
|
|
1,194,784
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
1,390,189
|
|
|
433,525
|
|
|
3,092,733
|
|
|
1,384,122
|
|
||||
General and administrative
|
3,104,100
|
|
|
1,297,801
|
|
|
8,230,966
|
|
|
4,259,175
|
|
||||
Sales and marketing
|
1,070,531
|
|
|
442,665
|
|
|
2,737,967
|
|
|
1,274,620
|
|
||||
Total operating expenses
|
5,564,820
|
|
|
2,173,991
|
|
|
14,061,666
|
|
|
6,917,917
|
|
||||
Loss from operations
|
(4,908,685
|
)
|
|
(1,680,229
|
)
|
|
(13,256,643
|
)
|
|
(5,723,133
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(36,166
|
)
|
|
(356,442
|
)
|
|
(408,087
|
)
|
|
(2,039,750
|
)
|
||||
Interest income
|
18,789
|
|
|
3,295
|
|
|
57,130
|
|
|
4,649
|
|
||||
Debt conversion costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,849,830
|
)
|
||||
Change in fair value of warrant liability
|
129,000
|
|
|
(1,033,000
|
)
|
|
324,000
|
|
|
4,096,000
|
|
||||
Total other income (expense)
|
111,623
|
|
|
(1,386,147
|
)
|
|
(26,957
|
)
|
|
(4,788,931
|
)
|
||||
Income (loss) before income taxes
|
(4,797,062
|
)
|
|
(3,066,376
|
)
|
|
(13,283,600
|
)
|
|
(10,512,064
|
)
|
||||
Income tax provision (benefit)
|
—
|
|
|
—
|
|
|
(1,813,941
|
)
|
|
(663,900
|
)
|
||||
Net (loss)
|
$
|
(4,797,062
|
)
|
|
$
|
(3,066,376
|
)
|
|
$
|
(11,469,659
|
)
|
|
$
|
(9,848,164
|
)
|
Basic net (loss) per share
|
$
|
(0.50
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(1.22
|
)
|
|
$
|
(2.84
|
)
|
Diluted net loss per share
|
$
|
(0.51
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(1.25
|
)
|
|
$
|
(4.02
|
)
|
Basic Weighted Average Shares Outstanding
|
9,575,789
|
|
|
5,055,591
|
|
|
9,386,613
|
|
|
3,463,730
|
|
||||
Diluted Weighted Average Shares Outstanding
|
9,575,789
|
|
|
5,055,591
|
|
|
9,403,245
|
|
|
3,468,627
|
|
|
Nine Months Ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net (loss)
|
$
|
(11,469,659
|
)
|
|
$
|
(9,848,164
|
)
|
Adjustments to reconcile net (loss) to net cash used in operating activities:
|
|
|
|
||||
Depreciation
|
487,656
|
|
|
227,376
|
|
||
Amortization
|
20,146
|
|
|
11,422
|
|
||
Equity-based consulting and compensation expenses
|
2,129,880
|
|
|
310,982
|
|
||
Equity-based research and development expenses
|
—
|
|
|
96,220
|
|
||
Change in fair value of warrant liability
|
(324,000
|
)
|
|
(4,096,000
|
)
|
||
Amortization of loan guarantee and financing fees
|
310,500
|
|
|
884,460
|
|
||
Accretion of discount on debt
|
—
|
|
|
584,692
|
|
||
Deferred rent
|
(18,050
|
)
|
|
4,868
|
|
||
Loss in equity method investment
|
659,426
|
|
|
—
|
|
||
Deferred initial public offering costs expensed
|
—
|
|
|
617,706
|
|
||
Write-off of debt conversion costs
|
—
|
|
|
6,849,830
|
|
||
Change in working capital components:
|
|
|
|
||||
Accounts receivable
|
(521,429
|
)
|
|
(765,589
|
)
|
||
Other current assets
|
(169,940
|
)
|
|
(223,849
|
)
|
||
Accounts payable, accrued expenses and deferred revenue
|
985,644
|
|
|
(1,255,166
|
)
|
||
Net cash (used in) operating activities
|
(7,909,826
|
)
|
|
(6,601,212
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Purchase of fixed assets
|
(944,423
|
)
|
|
(72,840
|
)
|
||
Increase in restricted cash
|
(6,000,000
|
)
|
|
(50,000
|
)
|
||
Patent costs
|
(95,408
|
)
|
|
(52,771
|
)
|
||
Investment in JV
|
(1,000,000
|
)
|
|
—
|
|
||
Cash used in acquisition of Gentris, net of cash received
|
(3,180,930
|
)
|
|
—
|
|
||
Cash from acquisition of BioServe
|
311,264
|
|
|
—
|
|
||
Net cash (used in) investing activities
|
(10,909,497
|
)
|
|
(175,611
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Principal payments on capital lease obligations
|
(21,554
|
)
|
|
(12,762
|
)
|
||
Proceeds from initial public offering of common stock, net of offering costs
|
—
|
|
|
4,984,025
|
|
||
Proceeds from secondary public offering of common stock, net of offering costs
|
—
|
|
|
14,230,372
|
|
||
Proceeds from warrant exercises
|
178,102
|
|
|
192,000
|
|
||
Proceeds from option exercises
|
79,018
|
|
|
—
|
|
||
Principal payments on notes payable
|
(127,532
|
)
|
|
(3,558,542
|
)
|
||
Net cash provided by financing activities
|
108,034
|
|
|
15,835,093
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(18,711,289
|
)
|
|
9,058,270
|
|
||
CASH AND CASH EQUIVALENTS
|
|
|
|
||||
Beginning
|
49,459,564
|
|
|
819,906
|
|
||
Ending
|
$
|
30,748,275
|
|
|
$
|
9,878,176
|
|
SUPPLEMENTAL CASH FLOW DISCLOSURE
|
|
|
|
||||
Cash paid for interest
|
$
|
92,692
|
|
|
$
|
570,601
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
||||
Warrants issued for financing fees
|
$
|
—
|
|
|
$
|
47,000
|
|
Accrued offering costs
|
—
|
|
|
—
|
|
||
Fixed assets acquired through capital lease arrangements
|
40,922
|
|
|
—
|
|
||
Cashless exercise of derivative warrants
|
125,000
|
|
|
373,000
|
|
||
Offering costs discounted
|
—
|
|
|
733,250
|
|
||
Accrued expenses reclassified as derivative warrant liability
|
—
|
|
|
221,000
|
|
||
Retirement of treasury stock
|
—
|
|
|
17,442
|
|
Conversion of notes payable, lines of credit and accrued interest to common stock
|
—
|
|
|
9,364,300
|
|
||
Value of shares issued as partial consideration to purchase Gentris and BioServe
|
1,515,992
|
|
|
—
|
|
||
Conversion of preferred stock to common stock
|
—
|
|
|
241
|
|
||
Reclassification of derivative warrants
|
—
|
|
|
7,170,000
|
|
||
Reclassification of deferred offering costs to additional paid in capital
|
—
|
|
|
1,992,333
|
|
||
Net tangible assets acquired via acquisition
|
1,255,084
|
|
|
—
|
|
|
Amount
|
||
Cash paid at closing
|
$
|
3,250,000
|
|
Issuance of 147,843 common shares
|
1,271,745
|
|
|
Estimated fair value of contingent consideration
|
283,000
|
|
|
Total Purchase Price
|
$
|
4,804,745
|
|
|
Amount
|
||
Accounts receivable
|
$
|
1,869,097
|
|
Other current assets
|
271,085
|
|
|
Fixed assets
|
1,950,885
|
|
|
Goodwill
|
2,589,009
|
|
|
Current liabilities
|
(937,558
|
)
|
|
Deferred revenue, long-term
|
(937,773
|
)
|
|
Total Purchase Price
|
$
|
4,804,745
|
|
|
Amount
|
||
Cash paid at closing
|
$
|
72,907
|
|
Notes payable due 12-18 months after closing
|
23,708
|
|
|
Notes payable (value of 84,278 common shares)
|
733,387
|
|
|
Issuance of 31,370 common shares
|
244,247
|
|
|
Total Purchase Price
|
$
|
1,074,249
|
|
|
Amount
|
||
Accounts receivable
|
$
|
151,002
|
|
Other current assets
|
120,528
|
|
|
Fixed assets
|
624,948
|
|
|
Other assets
|
416,869
|
|
|
Goodwill
|
541,565
|
|
|
Current liabilities
|
(758,614
|
)
|
|
Other liabilities
|
(22,049
|
)
|
|
Total Purchase Price
|
$
|
1,074,249
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue
|
$
|
3,493,345
|
|
|
$
|
3,864,163
|
|
|
$
|
10,329,910
|
|
|
$
|
12,198,309
|
|
Net loss
|
(6,039,858
|
)
|
|
(3,836,773
|
)
|
|
(13,325,068
|
)
|
|
(10,634,909
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net loss per share
|
$
|
(0.63
|
)
|
|
$
|
(0.73
|
)
|
|
$
|
(1.40
|
)
|
|
$
|
(2.92
|
)
|
Dilutive net loss per share
|
(0.64
|
)
|
|
(0.73
|
)
|
|
(1.43
|
)
|
|
(4.04
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net (loss) for basic earnings per share
|
$
|
(4,797,062
|
)
|
|
$
|
(3,066,376
|
)
|
|
$
|
(11,469,659
|
)
|
|
$
|
(9,848,164
|
)
|
Change in fair value of warrant liability
|
129,000
|
|
|
—
|
|
|
324,000
|
|
|
4,096,000
|
|
||||
Net (loss) for diluted earnings per share
|
$
|
(4,926,062
|
)
|
|
$
|
(3,066,376
|
)
|
|
$
|
(11,793,659
|
)
|
|
$
|
(13,944,164
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average basic common shares outstanding
|
9,575,789
|
|
|
5,055,591
|
|
|
9,386,613
|
|
|
3,463,730
|
|
||||
Assumed conversion of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Common stock purchase warrants
|
—
|
|
|
—
|
|
|
16,632
|
|
|
4,897
|
|
||||
Potentially dilutive common shares
|
—
|
|
|
—
|
|
|
16,632
|
|
|
4,897
|
|
||||
Denominator for diluted earnings per share – adjusted weighted-average shares
|
9,575,789
|
|
|
5,055,591
|
|
|
9,403,245
|
|
|
3,468,627
|
|
||||
Basic net (loss) per share
|
$
|
(0.50
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(1.22
|
)
|
|
$
|
(2.84
|
)
|
Diluted net (loss) per share
|
$
|
(0.51
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(1.25
|
)
|
|
$
|
(4.02
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Common stock purchase warrants
|
1,531,696
|
|
|
1,843,582
|
|
|
1,531,696
|
|
|
1,843,582
|
|
Stock options
|
1,461,724
|
|
|
506,294
|
|
|
1,461,724
|
|
|
506,294
|
|
Restricted shares of common stock
|
105,833
|
|
|
—
|
|
|
105,833
|
|
|
—
|
|
|
3,099,253
|
|
|
2,349,876
|
|
|
3,099,253
|
|
|
2,349,876
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Biopharma Services
|
$
|
1,930,799
|
|
|
$
|
746,212
|
|
|
$
|
2,830,687
|
|
|
$
|
1,920,165
|
|
Clinical Services
|
1,237,831
|
|
|
858,934
|
|
|
3,279,988
|
|
|
2,735,297
|
|
||||
Discovery Services
|
53,220
|
|
|
—
|
|
|
53,220
|
|
|
—
|
|
||||
Grants
|
—
|
|
|
100,000
|
|
|
—
|
|
|
100,000
|
|
||||
|
$
|
3,221,850
|
|
|
$
|
1,705,146
|
|
|
$
|
6,163,895
|
|
|
$
|
4,755,462
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Biopharma Services
|
$
|
2,381,335
|
|
|
$
|
428,341
|
|
Clinical Services
|
1,613,842
|
|
|
1,174,698
|
|
||
Discovery Services
|
149,390
|
|
|
—
|
|
||
Grants
|
—
|
|
|
—
|
|
||
Allowance for doubtful accounts
|
(36,000
|
)
|
|
(36,000
|
)
|
||
|
$
|
4,108,567
|
|
|
$
|
1,567,039
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
Medicare
|
9%
|
|
13%
|
|
13%
|
|
13%
|
Other insurers
|
14%
|
|
15%
|
|
21%
|
|
23%
|
Other healthcare facilities
|
15%
|
|
22%
|
|
19%
|
|
22%
|
|
38%
|
|
50%
|
|
53%
|
|
58%
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Secured Note Payable, short-term
|
$
|
—
|
|
|
$
|
22,298
|
|
Notes Payable, Current Portion
|
280,854
|
|
|
22,298
|
|
||
Line of Credit, Principal Balance
|
$
|
6,000,000
|
|
|
$
|
6,000,000
|
|
Line of Credit, Current Portion
|
—
|
|
|
6,000,000
|
|
||
Lines of Credit, Long-Term
|
$
|
6,000,000
|
|
|
$
|
—
|
|
|
Options Outstanding
|
|
Weighted-
Average
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
|
|||||||
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
||||||||
Outstanding January 1, 2013
|
553,340
|
|
|
$
|
12.76
|
|
|
7.13
|
|
$
|
1,142,432
|
|
Granted
|
426,762
|
|
|
14.57
|
|
|
|
|
|
|||
Exercised
|
(164
|
)
|
|
10.00
|
|
|
|
|
|
|||
Cancelled or expired
|
(106,396
|
)
|
|
20.46
|
|
|
|
|
|
|||
Outstanding December 31, 2013
|
873,542
|
|
|
$
|
10.83
|
|
|
7.75
|
|
$
|
3,138,539
|
|
Granted
|
695,900
|
|
|
13.11
|
|
|
|
|
|
|||
Exercised
|
(30,083
|
)
|
|
6.61
|
|
|
|
|
|
|||
Cancelled or expired
|
(77,635
|
)
|
|
11.67
|
|
|
|
|
|
|||
Outstanding September 30, 2014
|
1,461,724
|
|
|
$
|
11.95
|
|
|
8.09
|
|
$
|
854,839
|
|
Exercisable September 30, 2014
|
484,029
|
|
|
$
|
8.76
|
|
|
5.45
|
|
$
|
846,800
|
|
|
Options Outstanding
|
|
Options Vested and Exercisable
|
||||||||||||
Exercise Price
|
Number of
Shares
Outstanding
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contract
Life (in Years)
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise Price
|
||||||
4.00
|
145,000
|
|
|
$
|
4.00
|
|
|
4.47
|
|
145,000
|
|
|
$
|
4.00
|
|
4.80
|
30,914
|
|
|
4.80
|
|
|
5.31
|
|
29,000
|
|
|
4.80
|
|
||
9.09
|
230,900
|
|
|
9.09
|
|
|
9.99
|
|
—
|
|
|
—
|
|
||
10.00
|
267,038
|
|
|
10.00
|
|
|
5.13
|
|
236,707
|
|
|
10.00
|
|
||
11.70 - 11.75
|
75,740
|
|
|
11.70
|
|
|
9.54
|
|
1,586
|
|
|
11.75
|
|
||
12.50 - 14.18
|
105,700
|
|
|
13.99
|
|
|
9.26
|
|
150
|
|
|
12.50
|
|
||
15.39
|
316,432
|
|
|
15.39
|
|
|
9.01
|
|
37,586
|
|
|
15.39
|
|
||
15.89
|
200,000
|
|
|
15.89
|
|
|
9.65
|
|
25,000
|
|
|
15.89
|
|
||
17.38
|
90,000
|
|
|
17.38
|
|
|
9.47
|
|
9,000
|
|
|
17.38
|
|
||
Total
|
1,461,724
|
|
|
$
|
11.95
|
|
|
8.09
|
|
484,029
|
|
|
$
|
8.76
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||
|
2014
|
|
2014
|
|
2013
|
||||
Volatility
|
75.02%
|
|
75.04
|
%
|
|
77.11
|
%
|
||
Risk free interest rate
|
2.02%
|
|
1.84
|
%
|
|
0.76
|
%
|
||
Dividend yield
|
0.00%
|
|
0.00
|
%
|
|
0.00
|
%
|
||
Term (years)
|
6.29
|
|
6.10
|
|
|
5.95
|
|
||
Weighted-average fair value of options granted during the period
|
6.13
|
|
6.86
|
|
|
6.72
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Volatility
|
71.30
|
%
|
|
75.32
|
%
|
|
71.87
|
%
|
|
75.87
|
%
|
Risk free interest rate
|
2.43
|
%
|
|
1.93
|
%
|
|
2.53
|
%
|
|
1.40
|
%
|
Dividend yield
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
Term (years)
|
9.58
|
|
|
7.21
|
|
|
9.79
|
|
|
7.50
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Cost of revenues
|
$
|
26,200
|
|
|
$
|
8,442
|
|
|
$
|
67,109
|
|
|
$
|
22,621
|
|
Research and development
|
188,633
|
|
|
28,516
|
|
|
345,803
|
|
|
119,314
|
|
||||
General and administrative
|
593,715
|
|
|
71,268
|
|
|
1,615,359
|
|
|
223,535
|
|
||||
Sales and marketing
|
27,551
|
|
|
9,107
|
|
|
101,609
|
|
|
41,731
|
|
||||
Total stock-based compensation
|
$
|
836,099
|
|
|
$
|
117,333
|
|
|
$
|
2,129,880
|
|
|
$
|
407,201
|
|
Issued With / For
|
Exercise
Price |
|
Warrants
Outstanding January 1, 2014 |
|
2014 Warrants Exercised
|
|
Warrants Outstanding September 30, 2014
|
|||||
Non-Derivative Warrants:
|
|
|
|
|
|
|
|
|||||
Financing
|
$
|
10.00
|
|
|
243,334
|
|
|
—
|
|
|
243,334
|
|
Financing
|
15.00
|
|
|
436,079
|
|
|
—
|
|
|
436,079
|
|
|
Debt Guarantee
|
4.00
|
|
|
174,288
|
|
|
(174,288
|
)
|
|
—
|
|
|
Debt Guarantee
|
10.00
|
|
|
237,500
|
|
|
—
|
|
|
237,500
|
|
|
Debt Guarantee
|
15.00
|
|
|
585,645
|
|
|
—
|
|
|
585,645
|
|
|
Consulting
|
10.00
|
|
|
29,138
|
|
|
—
|
|
|
29,138
|
|
|
Total Non-Derivative Warrants
|
$
|
13.34
|
|
C
|
1,705,984
|
|
|
(174,288
|
)
|
|
1,531,696
|
|
Derivative Warrants:
|
|
|
|
|
|
|
|
|||||
Financing
|
$
|
10.00
|
|
B
|
60,000
|
|
|
—
|
|
|
60,000
|
|
Debt Guarantee
|
10.00
|
|
A
|
12,500
|
|
|
(12,500
|
)
|
|
—
|
|
|
Series B Pref. Stock
|
10.00
|
|
B
|
18,430
|
|
|
(3,415
|
)
|
|
15,015
|
|
|
Consulting
|
10.00
|
|
B
|
200
|
|
|
—
|
|
|
200
|
|
|
Total Derivative Warrants
|
10.00
|
|
C
|
91,130
|
|
|
(15,915
|
)
|
|
75,215
|
|
|
Total
|
$
|
13.18
|
|
C
|
1,797,114
|
|
|
(190,203
|
)
|
|
1,606,911
|
|
A
|
These warrants are subject to fair value accounting and contain exercise price and number of share adjustment features. See Note 9.
|
B
|
These warrants are subject to fair value accounting and contain an exercise price adjustment feature. See Note 9.
|
C
|
Weighted average exercise prices are as of
September 30, 2014
.
|
Issued with Debt Guarantee
|
Exercised During the Nine Months Ended September 30, 2014
|
|
As of December 31, 2013
|
|
IPO Date April 5, 2013
|
||||||
Exercise Price
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
$
|
13.56
|
|
Expected life (years)
|
0.60
|
|
|
0.83
|
|
|
2.42
|
|
|||
Expected volatility
|
49.01
|
%
|
|
57.33
|
%
|
|
66.37
|
%
|
|||
Risk-free interest rate
|
0.08
|
%
|
|
0.13
|
%
|
|
0.32
|
%
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Issued with Series B Preferred Shares
|
Exercised During the Nine Months Ended September 30, 2014
|
|
As of September 30, 2014
|
|
As of December 31, 2013
|
||||||
Exercise Price
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
Expected life (years)
|
1.72
|
|
|
1.13
|
|
|
1.92
|
|
|||
Expected volatility
|
46.60
|
%
|
|
47.45
|
%
|
|
59.26
|
%
|
|||
Risk-free interest rate
|
0.33
|
%
|
|
0.13
|
%
|
|
0.38
|
%
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Issued for Consulting
|
As of September 30, 2014
|
|
As of December 31, 2013
|
|
IPO Date April 5, 2013
|
||||||
Exercise Price
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
Expected life (years)
|
1.39
|
|
|
2.14
|
|
|
2.33
|
|
|||
Expected volatility
|
48.34
|
%
|
|
63.63
|
%
|
|
63.20
|
%
|
|||
Risk-free interest rate
|
0.13
|
%
|
|
0.38
|
%
|
|
0.27
|
%
|
|||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Issued with Financing
|
Exercised During the Nine Months Ended September 30, 2014
|
|
As of September 30, 2014
|
|
As of December 31, 2013
|
|
IPO Date April 5, 2013
|
||||||||
Exercise Price
|
$
|
13.34
|
|
|
$
|
10.00
|
|
|
$
|
10.00
|
|
|
$
|
13.21
|
|
Expected life (years)
|
9.78
|
|
|
1.48
|
|
|
2.25
|
|
|
8.30
|
|
||||
Expected volatility
|
74.70
|
%
|
|
48.60
|
%
|
|
64.40
|
%
|
|
73.22
|
%
|
||||
Risk-free interest rate
|
1.95
|
%
|
|
0.13
|
%
|
|
0.38
|
%
|
|
1.44
|
%
|
||||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Issued with/for
|
Fair value of
warrants outstanding as of December 31, 2013 |
|
Fair value
of warrants exercised |
|
Change in
fair value of warrants |
|
Fair value of
warrants outstanding as of September 30, 2014 |
||||||||
Series B Preferred Stock
|
$
|
117,000
|
|
|
$
|
(38,000
|
)
|
|
$
|
(54,000
|
)
|
|
$
|
25,000
|
|
Debt Guarantee
|
64,000
|
|
|
(87,000
|
)
|
|
23,000
|
|
|
—
|
|
||||
Consulting
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
||||
Financing
|
412,000
|
|
|
—
|
|
|
(293,000
|
)
|
|
119,000
|
|
||||
|
$
|
594,000
|
|
|
$
|
(125,000
|
)
|
|
$
|
(324,000
|
)
|
|
$
|
145,000
|
|
|
September 30, 2014
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Warrant liability
|
$
|
145,000
|
|
|
—
|
|
|
—
|
|
|
$
|
145,000
|
|
||
Gentris contingent consideration
|
283,000
|
|
|
—
|
|
|
—
|
|
|
283,000
|
|
||||
Notes payable to VenturEast
|
733,387
|
|
|
—
|
|
|
—
|
|
|
733,387
|
|
||||
|
$
|
1,161,387
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,161,387
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2013
|
||||||||||||||
|
Total
|
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Warrant liability
|
$
|
594,000
|
|
|
—
|
|
|
—
|
|
|
$
|
594,000
|
|
|
Three Months Ended September 30,
|
|
Change
|
|||||||||||
(dollars in thousands)
|
2014
|
|
2013
|
|
$
|
|
%
|
|||||||
Revenue
|
$
|
3,222
|
|
|
$
|
1,705
|
|
|
$
|
1,517
|
|
|
89
|
%
|
Cost of revenues
|
2,566
|
|
|
1,211
|
|
|
1,355
|
|
|
112
|
%
|
|||
Research and development expenses
|
1,390
|
|
|
433
|
|
|
957
|
|
|
221
|
%
|
|||
General and administrative expenses
|
3,104
|
|
|
1,298
|
|
|
1,806
|
|
|
139
|
%
|
|||
Sales and marketing expenses
|
1,071
|
|
|
443
|
|
|
628
|
|
|
142
|
%
|
|||
Total operating loss
|
(4,909
|
)
|
|
(1,680
|
)
|
|
(3,229
|
)
|
|
192
|
%
|
|||
Interest (expense) income
|
(17
|
)
|
|
(353
|
)
|
|
336
|
|
|
(95
|
)%
|
|||
Debt conversion costs
|
—
|
|
|
—
|
|
|
—
|
|
|
n/a
|
|
|||
Change in fair value of warrant liability
|
129
|
|
|
(1,033
|
)
|
|
1,162
|
|
|
(112
|
)%
|
|||
(Loss) before income taxes
|
(4,797
|
)
|
|
(3,066
|
)
|
|
(1,731
|
)
|
|
56
|
%
|
|||
Income tax (benefit) expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|||
Net (loss)
|
$
|
(4,797
|
)
|
|
$
|
(3,066
|
)
|
|
$
|
(1,731
|
)
|
|
56
|
%
|
|
Three Months Ended September 30,
|
|
Change
|
|||||||||||||||||
|
2014
|
|
2013
|
|
|
|
|
|||||||||||||
(dollars in thousands)
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
Biopharma Services
|
$
|
1,931
|
|
|
60
|
%
|
|
$
|
746
|
|
|
44
|
%
|
|
$
|
1,185
|
|
|
159
|
%
|
Clinical Services
|
1,238
|
|
|
38
|
%
|
|
859
|
|
|
50
|
%
|
|
379
|
|
|
44
|
%
|
|||
Discovery Services
|
53
|
|
|
2
|
%
|
|
—
|
|
|
—
|
%
|
|
53
|
|
|
—
|
%
|
|||
Grants
|
—
|
|
|
—
|
%
|
|
100
|
|
|
6
|
%
|
|
(100
|
)
|
|
(100
|
)%
|
|||
Total Revenue
|
$
|
3,222
|
|
|
100
|
%
|
|
$
|
1,705
|
|
|
100
|
%
|
|
$
|
1,517
|
|
|
89
|
%
|
|
Nine Months Ended September 30,
|
|
Change
|
|||||||||||
(dollars in thousands)
|
2014
|
|
2013
|
|
$
|
|
%
|
|||||||
Revenue
|
$
|
6,164
|
|
|
$
|
4,755
|
|
|
$
|
1,409
|
|
|
30
|
%
|
Cost of revenues
|
5,359
|
|
|
3,560
|
|
|
1,799
|
|
|
51
|
%
|
|||
Research and development expenses
|
3,093
|
|
|
1,384
|
|
|
1,709
|
|
|
123
|
%
|
|||
General and administrative expenses
|
8,231
|
|
|
4,259
|
|
|
3,972
|
|
|
93
|
%
|
|||
Sales and marketing expenses
|
2,738
|
|
|
1,275
|
|
|
1,463
|
|
|
115
|
%
|
|||
Total operating loss
|
(13,257
|
)
|
|
(5,723
|
)
|
|
(7,534
|
)
|
|
132
|
%
|
|||
Interest income (expense)
|
(351
|
)
|
|
(2,035
|
)
|
|
1,684
|
|
|
(83
|
)%
|
|||
Debt conversion costs
|
—
|
|
|
(6,850
|
)
|
|
6,850
|
|
|
(100
|
)%
|
|||
Change in fair value of warrant liability
|
324
|
|
|
4,096
|
|
|
(3,772
|
)
|
|
(92
|
)%
|
|||
(Loss) before income taxes
|
(13,284
|
)
|
|
(10,512
|
)
|
|
(2,772
|
)
|
|
26
|
%
|
|||
Income tax (benefit) expense
|
(1,814
|
)
|
|
(664
|
)
|
|
(1,150
|
)
|
|
173
|
%
|
|||
Net (loss)
|
$
|
(11,470
|
)
|
|
$
|
(9,848
|
)
|
|
$
|
(1,622
|
)
|
|
16
|
%
|
|
Nine Months Ended September 30,
|
|
Change
|
|||||||||||||||||
|
2014
|
|
2013
|
|
|
|
|
|||||||||||||
(dollars in thousands)
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
Biopharma Services
|
$
|
2,831
|
|
|
46
|
%
|
|
$
|
1,920
|
|
|
40
|
%
|
|
$
|
911
|
|
|
47
|
%
|
Clinical Services
|
3,280
|
|
|
53
|
%
|
|
2,735
|
|
|
58
|
%
|
|
545
|
|
|
20
|
%
|
|||
Discovery Services
|
53
|
|
|
1
|
%
|
|
—
|
|
|
—
|
%
|
|
53
|
|
|
—
|
%
|
|||
Grants
|
—
|
|
|
—
|
%
|
|
100
|
|
|
2
|
%
|
|
(100
|
)
|
|
(100
|
)%
|
|||
Total Revenue
|
$
|
6,164
|
|
|
100
|
%
|
|
$
|
4,755
|
|
|
100
|
%
|
|
$
|
1,409
|
|
|
30
|
%
|
|
Nine Months Ended
September 30, |
||||||
(in thousands)
|
2014
|
|
2013
|
||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
(7,910
|
)
|
|
$
|
(6,601
|
)
|
Investing activities
|
(10,909
|
)
|
|
(176
|
)
|
||
Financing activities
|
108
|
|
|
15,835
|
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(18,711
|
)
|
|
$
|
9,058
|
|
|
Amount
|
||
Cash paid at closing
|
$
|
3,250,000
|
|
Issuance of 147,843 common shares
|
1,271,745
|
|
|
Estimated fair value of contingent consideration
|
283,000
|
|
|
Total Purchase Price
|
$
|
4,804,745
|
|
|
Amount
|
||
Cash paid at closing
|
$
|
72,907
|
|
Notes payable due 12-18 months after closing
|
23,708
|
|
|
Notes payable (value of 84,278 common shares)
|
733,387
|
|
|
Issuance of 31,370 common shares
|
244,247
|
|
|
Total Purchase Price
|
$
|
1,074,249
|
|
•
|
the timing of and the costs involved in obtaining regulatory approvals and clearances for our tests;
|
•
|
the costs of operating and enhancing our laboratory facilities;
|
•
|
if our new diagnostic tests are approved, our commercialization activities;
|
•
|
the scope, progress and results of our research and development programs;
|
•
|
the scope, progress, results, costs, timing and outcomes of the clinical trials of our diagnostic tests;
|
•
|
our ability to manage the costs for manufacturing our microarrays and probes;
|
•
|
the costs of maintaining, expanding and protecting our intellectual property portfolio, including potential litigation costs and liabilities;
|
•
|
our ability to obtain adequate reimbursement from governmental and other third-party payors for our tests and services;
|
•
|
our ability to execute on our marketing and sales strategy for our genomic tests and gain acceptance of our tests in the market;
|
•
|
revenues received from sales of our tests, if approved by FDA and accepted by the market;
|
•
|
the costs of additional general and administrative personnel, including accounting and finance, legal and human resources, as a result of becoming a public company;
|
•
|
the costs of developing our internal sales, marketing and distribution capabilities;
|
•
|
our ability to collect revenues;
|
•
|
the costs for funding the operations we recently acquired and our ability to successfully integrate those operations with and into our own;
|
•
|
our ability to secure financing and the amount thereof; and
|
•
|
other risks and uncertainties discussed under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2013 and other reports we file with the Securities and Exchange Commission.
|
•
|
Revenue recognition;
|
•
|
Accounts receivable and bad debts;
|
•
|
Stock-based compensation; and
|
•
|
Warrant liability.
|
•
|
our ability to achieve profitability by increasing sales of our laboratory tests and services and to continually develop and commercialize novel and innovative genomic-based diagnostic tests and services for cancer patients;
|
•
|
our ability to raise additional capital to meet our long-term liquidity needs;
|
•
|
our ability to clinically validate our pipeline of genomic microarray tests currently in development;
|
•
|
our ability to execute on our marketing and sales strategy for our genomic tests and gain acceptance of our tests in the market;
|
•
|
our ability to keep pace with rapidly advancing market and scientific developments;
|
•
|
our ability to satisfy U.S. (including FDA) and international regulatory requirements with respect to our tests and services, many of which are new and still evolving;
|
•
|
our ability to obtain reimbursement from governmental and other third-party payors for our tests and services;
|
•
|
competition from clinical laboratory services companies, genomic-based diagnostic tests currently available or new tests that may emerge;
|
•
|
our ability to maintain our clinical collaborations and enter into new collaboration agreements with highly regarded organizations in the cancer field so that, among other things, we have access to thought leaders in the field and to a robust number of samples to validate our genomic tests;
|
•
|
our ability to maintain our present customer base and obtain new customers;
|
•
|
potential product liability or intellectual property infringement claims;
|
•
|
our dependency on third-party manufacturers to supply or manufacture our probes;
|
•
|
our ability to attract and retain a sufficient number of scientists, clinicians, sales personnel and other key personnel with extensive experience in oncology, who are in short supply;
|
•
|
our ability to obtain or maintain patents or other appropriate protection for the intellectual property in our proprietary tests and services;
|
•
|
our dependency on the intellectual property licensed to us or possessed by third parties;
|
•
|
our ability to expand internationally and launch our tests in emerging markets, such as India and Brazil;
|
•
|
our ability to successfully integrate operations of acquired companies with and into our own and to fund such operations;
|
•
|
our ability to adequately support future growth; and
|
•
|
the factors listed under the heading “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2013 and other reports that we file with the Securities and Exchange Commission.
|
|
|
our inability to enforce or obtain a remedy under any material agreements;
|
|
|
Chinese restrictions on foreign investment that could impair our ability to conduct our business or acquire or contract with other entities in the future;
|
|
|
restrictions on currency exchange that may limit our ability to use cash flow most effectively or to repatriate our investment;
|
|
|
fluctuations in currency values;
|
|
|
cultural, language and managerial differences that may reduce our overall performance; and
|
|
|
political instability.
|
|
|
|
|
|
|
Cancer Genetics, Inc.
|
|
|
|
|
|
|
(Registrant)
|
|
|
|
|
|||
Date: November 13, 2014
|
|
|
|
|
|
/s/ Panna L. Sharma
|
|
|
|
|
|
|
Panna L. Sharma
|
|
|
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|||
Date: November 13, 2014
|
|
|
|
|
|
/s/ Edward J. Sitar
|
|
|
|
|
|
|
Edward J. Sitar
|
|
|
|
|
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Credit Agreement, between Cancer Genetics, Inc. and Wells Fargo Bank, N.A., dated April 1, 2014 (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on April 4, 2014 with the Securities and Exchange Commission).
|
|
|
|
10.2
|
|
Revolving Line of Credit Note, between Cancer Genetics, Inc. and Wells Fargo Bank, N.A., dated April 1, 2014 (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed on April 4, 2014 with the Securities and Exchange Commission).
|
|
|
|
10.3
|
|
Amended and Restated Cancer Genetics, Inc. 2011 Equity Incentive Plan, dated May 22, 2014 (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on May 22, 2014 with the Securities and Exchange Commission).
|
|
|
|
10.4
|
|
Consulting Agreement, between Cancer Genetics Inc. and Equity Dynamics, dated November 6, 2014 and effective as of April 1, 2014.
|
|
|
|
10.5
|
|
Security Agreement, between Cancer Genetics, Inc. and Wells Fargo Bank, N.A., dated November 12, 2014.
|
|
|
|
10.6
|
|
First Amendment to Credit Agreement, between Cancer Genetics, Inc. and Wells Fargo Bank, N.A., dated November 12, 2014.
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under The Securities Exchange Act of 1934, as amended
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under The Securities Exchange Act of 1934, as amended
|
|
|
|
32.1
|
|
Certifications of Chief 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
|
|
Certifications of Chief 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheet at September 30, 2014 (unaudited) and December 31, 2013, (ii) Consolidated Statements of Operations and Comprehensive Loss for the three month periods ended September 30, 2014 and 2013, (iii) Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2014 and 2013 (unaudited) and (iv) Notes to Consolidated Financial Statements (unaudited)
|
1.
|
Consulting Services
. The Company hereby retains the Consultant, and the Consultant hereby agrees, to provide to the Company consulting and advisory services (the “Services”) related to the Company financing strategies, including on-going assistance with financing contacts, and other business consulting requirements as they arise.
|
2.
|
Compensation.
In consideration for the Services, the Company hereby agrees to pay the Consultant a $10,000 retainer each month for Services rendered commencing as of the effective date of this Agreement. In addition, the Company will reimburse the Consultant for all reasonable expenses incurred in connection with the Services provided.
|
3.
|
Termination
. Either party may terminate this Agreement at any time without cause upon thirty (30) days’ notice to the other party.
|
4.
|
Freedom to Contract
. Consultant represents and warrants that the Consultant (including its officers, directors, employees and affiliates) is not bound by any agreement or arrangement with or duty to any other person that would conflict with this Agreement.
|
5.
|
Confidential Information
.
|
a.
|
Definition of Confidential Information
. “Confidential Information” shall mean means all of the trade secrets, know-how, ideas, business plans, pricing information, the identity of and any information concerning customers or suppliers, computer programs (whether in source code or object code),
|
b.
|
Protection of Confidential Information
. The Consultant (including its officers, directors, employees and affiliates) will use the Confidential Information only in the performance of the Services under this Agreement. Consultant (including its officers, directors, employees and affiliates) will not disclose the Confidential Information, directly or indirectly, at any time during or after the termination of this Agreement except to persons authorized by the Company to receive this information. The Consultant (including its officers, directors, employees and affiliates) will not use the Confidential Information, directly or indirectly, at any time during or after the termination of this Agreement, for the personal benefit of any of the officers, directors, employees or affiliates of the Consultant, for the benefit of the Consultant or any other person or entity, or in any manner adverse to the interests of the Company. Consultant (including its officers, directors, employees and affiliates) will take all action reasonably necessary to protect the Confidential Information from being disclosed to anyone other than persons authorized by the Company. The Consultant represents and warrants that Consultant has entered into agreements with its officers, directors, employees and affiliates which contain confidentiality obligations at least as protective of the Company’s Confidential Information as those contained herein.
|
c.
|
Return of Confidential Information
. When this Agreement is terminated, Consultant will immediately return or destroy all materials (including without limitation, written or printed documents, email and computer disks or tapes, whether machine or user readable, computer memory, and other information reduced to any recorded format or medium) containing, summarizing, abstracting or in any way relating to the Confidential Information.
|
6.
|
Indemnification
. The Company shall indemnify the Consultant, its officers, directors and employees (the “Indemnified Parties”) against all judgments, fines, settlement payments and expenses, including reasonable attorneys’ fees, paid or incurred in connection with any claim, action, suit or proceeding, whether civil or criminal, to which an Indemnified Party be made a party or with which Consultant may be threatened by reason of his having been a Consultant to the Company. No
|
7.
|
Assignment
. The rights and obligations under this Agreement may not be assigned or delegated by the Consultant.
|
8.
|
Amendment and Waiver
. Neither this Agreement nor any term, covenant, condition or other provision hereof may be changed, waived or discharged except by an instrument in writing signed by the party against which enforcement of the change, waiver or discharge is sought.
|
9.
|
Governing Law
. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.
|
10.
|
Entire Agreement
. This Agreement embodies the entire agreement between the Company and the Consultant, and, except as otherwise expressly provided herein, this Agreement shall not be affected by reference to any other document.
|
11.
|
Notices
. Any notice required or permitted to be given under this Agreement shall be deemed delivered when given by registered or certified mail addressed to the party to whom such notice is give at the address of such party set forth above or at such address as such party may provide to the other in writing from time to time.
|
|
Wells Fargo Bank,
National Association
|
Security Agreement
Specific Rights to Payment
|
COMMIA\SECA02A_IA.DOC
Specific Rights to Payment (Rev. 09/14)
Obligor #1358466271, AU # 62780
Facility #26
|
1
|
|
COMMIA\SECA02A_IA.DOC
Specific Rights to Payment (Rev. 09/14)
Obligor #1358466271, AU # 62780
Facility #26
|
2
|
|
COMMIA\SECA02A_IA.DOC
Specific Rights to Payment (Rev. 09/14)
Obligor #1358466271, AU # 62780
Facility #26
|
3
|
|
COMMIA\SECA02A_IA.DOC
Specific Rights to Payment (Rev. 09/14)
Obligor #1358466271, AU # 62780
Facility #26
|
4
|
|
COMMIA\SECA02A_IA.DOC
Specific Rights to Payment (Rev. 09/14)
Obligor #1358466271, AU # 62780
Facility #26
|
5
|
|
COMMIA\SECA02A_IA.DOC
Specific Rights to Payment (Rev. 09/14)
Obligor #1358466271, AU # 62780
Facility #26
|
6
|
|
|
Wells Fargo Bank,
National Association
|
First Amendment to Credit Agreement
|
a)
|
No event of default or event which will mature into an event of default, shall have occurred and be continuing.
|
b)
|
The representations and warranties of the Borrower contained in the Loan Documents shall be true and correct as of the date of any advance on the Line of Credit.
|
c)
|
The Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:
|
i.
|
This Amendment.
|
ii.
|
Certificate of Existence/Good Standing recently for Borrower certified by the Delaware Secretary of State.
|
iii.
|
Security Agreement Specific Rights to Payment from Borrower.
|
iv.
|
Such other documents as Bank may require under any other Section of this Amendment.
|
|
|
|
|
|
Date: November 13, 2014
|
|
|
|
/s/ Panna L. Sharma
|
|
|
|
|
Panna L. Sharma
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
(Principal Executive Officer)
|
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Date: November 13, 2014
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/s/ Edward J. Sitar
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Edward J. Sitar
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Chief Financial Officer
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(Principal Financial Officer)
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/s/ Panna L. Sharma
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Panna L. Sharma
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President and Chief Executive Officer
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/s/ Edward J. Sitar
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Edward J. Sitar
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Chief Financial Officer
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