| Delaware | | | 2834 | | | 11-2658569 | |
| (State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) | |
| Lawrence Remmel, Esq. Michael T. Campoli, Esq. Pryor Cashman LLP 7 Times Square New York, New York 10036 (212) 421-4100 (phone) (212) 798-6365 (facsimile) | | | Michael D. Maline, Esq. Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 813-8800 (phone) (212) 355-3333 (facsimile) | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | | | Smaller reporting company ☒ | |
| | ||||||||||||||
Title of Each Class of Securities to be Registered | | | Proposed Maximum Aggregate Offering Price(1) | | | Amount of Registration Fee(3) | | ||||||||
Units, each unit consisting of: | | | | $ | 25,000,000 | | | | | $ | 2,905 | | | ||
(i) Common Stock, par value $0.006 per share | | | | | — | | | | | | — | | | ||
(ii) Warrants to purchase common stock(2) | | | | | — | | | | | | — | | | ||
Common stock issuable upon exercise of warrants | | | | $ | 25,000,000 | | | | | $ | 2,905 | | | ||
Total Registration Fee: | | | | $ | 50,000,000 | | | | | $ | 5,810 | | | ||
|
| | | Per Unit | | | Total | | ||||||
Public offering price | | | | $ | | | | | $ | | | ||
Underwriting discounts and commissions(1) | | | | $ | | | | | $ | | | ||
Proceeds, before expenses, to us | | | | $ | | | | | | $ | | | |
| Roth Capital Partners | | | Ladenburg Thalmann | |
| | | | | 1 | | | |
| | | | | 6 | | | |
| | | | | 26 | | | |
| | | | | 27 | | | |
| | | | | 28 | | | |
| | | | | 29 | | | |
| | | | | 30 | | | |
| | | | | 31 | | | |
| | | | | 40 | | | |
| | | | | 55 | | | |
| | | | | 58 | | | |
| | | | | 64 | | | |
| | | | | 65 | | | |
| | | | | 66 | | | |
| | | | | 68 | | | |
| | | | | 70 | | | |
| | | | | 75 | | | |
| | | | | 75 | | | |
| | | | | 75 | | | |
| | | | | | |
| | High | | Low | | High | | Low | | |||||||||||||||
Fiscal 2013: | | | | | | | | | | | | | | | | | | | | | ||||
First Quarter | | | $ | 0.50 | | | | $ | 0.22 | | | $ | 0.50 | | | | $ | 0.22 | | | ||||
Second Quarter | | | | 0.32 | | | | | 0.18 | | | | 0.32 | | | | | 0.18 | | | ||||
Third Quarter | | | | 0.31 | | | | | 0.22 | | | | 0.31 | | | | | 0.22 | | | ||||
Fourth Quarter | | | | 0.49 | | | | | 0.19 | | | | 0.49 | | | | | 0.19 | | | ||||
Fiscal 2014: | | | | | | | | | | | | | | | | | | | | | ||||
First Quarter | | | $ | 1.81 | | | | $ | 0.39 | | | $ | 1.81 | | | | $ | 0.39 | | | ||||
Second Quarter | | | | 1.23 | | | | | 0.55 | | | | 1.23 | | | | | 0.55 | | | ||||
Third Quarter | | | | 1.30 | | | | | 0.48 | | | | 1.30 | | | | | 0.48 | | | ||||
Fourth Quarter | | | | 1.10 | | | | | 0.55 | | | | 1.10 | | | | | 0.55 | | | ||||
Fiscal 2015: | | | | | | | | | | | | | | | | | | | | | ||||
First Quarter (through February 26, 2015) | | | $ | 0.80 | | | | $ | 0.53 | |||||||||||||||
First Quarter | | | $ | 0.80 | | | | $ | 0.53 | | | |||||||||||||
Second Quarter (through April 2, 2015) | | | $ | 0.59 | | | | $ | 0.53 | | |
| | As of December 31, 2014 | | | As of December 31, 2014 | | ||||||||||||||||||||
| | Actual | | As adjusted | | | Actual | | As adjusted | | ||||||||||||||||
| | (unaudited) | | | (unaudited) | | ||||||||||||||||||||
| | (in thousands, except share data) | | | (in thousands, except share data) | | ||||||||||||||||||||
Cash | | | $ | 1,824 | | | | | [•] | | | | | $ | 1,824 | | | | | 26,824 | | | ||||
Stockholders’ deficit: | | | | | ||||||||||||||||||||||
Series C convertible preferred stock, $0.01 par value; 1,200 shares authorized, issued and outstanding (preference in liquidation of $6,000,000) | | | | — | | | | | — | | | | | | — | | | | | — | | | ||||
Common stock, $0.006 par value; 180,000,000 shares authorized, 25,523,216 shares issued and outstanding, actual; [•] shares issued and outstanding, as adjusted | | | | 153 | | | | | [•] | | | |||||||||||||||
Common stock, $0.006 par value; 180,000,000 shares authorized, 25,523,216 shares issued and outstanding, actual; 68,626,664 shares issued and outstanding, as adjusted | | | | 153 | | | | | 412 | | | |||||||||||||||
Additional paid-in capital | | | | 333,264 | | | | | [•] | | | | | | 333,264 | | | | | 356,236 | | | ||||
Accumulated deficit | | | | (337,788) | | | | | (337,788) | | | | | | (337,788) | | | | | (337,788) | | | ||||
Total stockholders’ deficit | | | | (4,371) | | | | | [•] | | | | | | (4,371) | | | | | 18,860 | | | ||||
Total capitalization | | | $ | (2,547) | | | | | [•] | | | | | $ | (2,547) | | | | | 45,684 | | | |
| Assumed public offering price per unit | | | | $ | 0.58 | | | |
| Net tangible book value per share as of December 31, 2014 | | | | $ | (0.43) | | | |
| Increase per share attributable to new investors | | | | | 0.61 | | | |
| As adjusted net tangible book value per share after this offering | | | | | 0.17 | | | |
| Dilution per share to new investors | | | | $ | (0.41) | | | |
|
| | | -10% change in stock price | | | Weighted average variables used in valuation at December 31, 2014 | | | +10% change in stock price | | |||||||||
Effect of a 10% change in stock price | | | | | |||||||||||||||
Condition changed | | | | | |||||||||||||||
Stock price | | | | $ | 0.59 | | | | | $ | 0.66 | | | | | $ | 0.73 | | |
Assumptions and conditions held constant | | | | | |||||||||||||||
Exercise price | | | | $ | 0.42 | | | | | $ | 0.42 | | | | | $ | 0.42 | | |
Expected life in years | | | | | 3.52 | | | | | | 3.52 | | | | | | 3.52 | | |
Risk free rate | | | | | 0.90% | | | | | | 0.90% | | | | | | 0.90% | | |
Expected stock volatility | | | | | 121% | | | | | | 121% | | | | | | 121% | | |
Estimated fair value liability for price adjustable securities (in thousands) | | | | $ | 8,044 | | | | | $ | 9,225 | | | | | $ | 10,429 | | |
| | | -10% change in Expected Stock Volatility | | | Weighted average variables used in valuation at December 31, 2014 | | | +10% change in Expected Stock Volatility | | |||||||||
Effect of a 10% change in volatility | | | | | |||||||||||||||
Condition changed | | | | | |||||||||||||||
Expected stock volatility | | | | | 109% | | | | | | 121% | | | | | | 133% | | |
Assumptions and conditions held constant | | | | | |||||||||||||||
Exercise price | | | | $ | 0.42 | | | | | $ | 0.42 | | | | | $ | 0.42 | | |
Expected life in years | | | | | 3.52 | | | | | | 3.52 | | | | | | 3.52 | | |
Risk free rate | | | | | 0.90% | | | | | | 0.90% | | | | | | 0.90% | | |
Stock Price | | | | $ | 0.66 | | | | | $ | 0.66 | | | | | $ | 0.66 | | |
Estimated fair value liability for price adjustable securities (in thousands) | | | | $ | 8,829 | | | | | $ | 9,225 | | | | | $ | 9,588 | | |
| | | Year Ended December 31, | | | Change | | ||||||||||||||||||||||
(In thousands, except shares and percentages) | | | 2013 | | | 2014 | | | $ | | | % | | ||||||||||||||||
License and other revenue | | | | $ | 2,115 | | | | | $ | 500 | | | | | $ | (1,615) | | | | | | (76)% | | | ||||
Operating expenses: | | | | | | ||||||||||||||||||||||||
Research and development | | | | | 715 | | | | | | 686 | | | | | | (29) | | | | | | (4)% | | | ||||
General and administrative | | | | | 1,765 | | | | | | 3,334 | | | | | | 1,569 | | | | | | 89% | | | ||||
Total operating expenses | | | | | 2,480 | | | | | | 4,020 | | | | | | 1,540 | | | | | | 62% | | | ||||
Loss from operations | | | | | (365) | | | | | | (3,520) | | | | | | (3,155) | | | | | | 864% | | | ||||
Other income (expense): | | | | | | ||||||||||||||||||||||||
Interest and other expense | | | | | (249) | | | | | | (1,006) | | | | | | (757) | | | | | | 304% | | | ||||
Change in fair value liability for price adjustable warrants | | | | | 151 | | | | | | 13 | | | | | | (138) | | | | | | (91)% | | | ||||
Change in fair value of stock reserved for issuance to settle liabilities | | | | | 31 | | | | | | (2,503) | | | | | | (2,534) | | | | | | * | | | ||||
Change in fair value embedded features in notes payable and amendments to notes payable | | | | | 829 | | | | | | — | | | | | | (829) | | | | | | * | | | ||||
Loss on debt extinguishment | | | | | (2,037) | | | | | | 5 | | | | | | 2,042 | | | | | | 100% | | | ||||
Gain on equipment disposal | | | | | 30 | | | | | | — | | | | | | (30) | | | | | | * | | | ||||
Gain on settled liabilities | | | | | — | | | | | | 534 | | | | | | 534 | | | | | | * | | | ||||
Total other expense, net | | | | | (1,245) | | | | | | (2,957) | | | | | | (1,712) | | | | | | 138% | | | ||||
Net loss before income tax | | | | | (1,610) | | | | | | (6,477) | | | | | | (4,867) | | | | | | 302% | | | ||||
Income tax benefit | | | | | (39) | | | | | | — | | | | | | 39 | | | | | | * | | | ||||
Net loss | | | | $ | (1,571) | | | | | $ | (6,477) | | | | | $ | (4,906) | | | | | | 312% | | | ||||
Net loss per common share – basic and diluted | | | | $ | (0.09) | | | | | $ | (0.26) | | | | | $ | (0.17) | | | | | | 184% | | | ||||
Shares used in computing net loss per share – basic and diluted | | | | | 16,937,661 | | | | | | 24,634,535 | | | | | | | | | | | | | | | ||||
|
| Estimated Expiration | | | No. of Issued/Allowed Patents | | | Jurisdiction | |
| 2019 | | | 7 total | | | U.S. | |
| 2020 | | | 1 total | | | Germany | |
| | | | 2 total | | | U.S. | |
| 2021 | | | 1 total | | | U.S. | |
| 2022 | | | 1 each | | | Belgium, Brazil, Ireland, Italy, Spain | |
| | | | 2 each | | | Australia, Canada, China, Japan, Singapore | |
| | | | 3 each | | | Germany, Netherlands, Switzerland, U.K., Austria, France | |
| | | | 6 total | | | U.S. | |
| 2023 | | | 1 each | | | Austria, France, Germany, Netherlands, Switzerland, U.K. | |
| | | | 2 total | | | U.S. | |
| 2024 | | | 1 total | | | China | |
| 2025 | | | 1 each | | | Australia, Hong Kong, Ireland, Italy, Korea, Spain, Switzerland | |
| | | | 2 total | | | Japan | |
| | | | 3 each | | | Canada, France, Germany, U.K. | |
| | | | 6 total | | | U.S. | |
| 2026 | | | 1 each | | | Australia, China, Hong Kong, Mexico, Japan, U.S., Canada | |
| 2027 | | | 1 each | | | JP, France, Germany, U.K., Switzerland, Netherlands | |
| 2027 | | | 5 total | | | U.S. | |
| 2028 | | | 1 total | | | Australia | |
| | | | 2 each | | | New Zealand, China, France, Germany, U.K., Switzerland, Netherlands, Spain, Italy, Ireland | |
| | | | 4 total | | | U.S. | |
| 2029 | | | 1 each | | | Italy, Spain, Switzerland, China | |
| | | | 2 each | | | France, Germany, U.K. | |
| 2030 | | | 1 each | | | South Africa, France, Germany, U.K., Switzerland, Ireland, Italy, Spain, Netherlands | |
Name | | | Age | | | Position | | | Director Since | |
J. Michael French | | | 55 | | | Chief Executive Officer, President and Chairman of the Board of Directors | | | September 2008 | |
Stefan Loren, Ph.D. | | | | | Lead Independent Director | | | August 2012 | | |
Joseph W. Ramelli | | | 46 | | | Director | | | August 2012 | |
Philip C. Ranker | | | 55 | | | Director | | | January 2014 | |
Donald A. Williams | | | 56 | | | Director | | | September 2014 | |
Attributes | | | Mr. French | | | Dr. Loren | | | Mr. Ramelli | | | Mr. Ranker | | | Mr. Williams | |
Financial Experience | | | X | | | X | | | X | | | X | | | X | |
Public Board Experience | | | X | | | X | | | | | | X | | | ||
Industry Experience | | | X | | | X | | | | | | X | | | X | |
Scientific Experience | | | | | | X | | | | | ||||||
Commercial Experience | | | X | | | | | | X | | | X | | | X | |
Corporate Governance Experience | | | X | | | X | | | | | | X | | | X | |
Capital Markets Experience | | | X | | | X | | | X | | | X | | | X | |
Management Experience | | | X | | | X | | | X | | | X | | | X | |
Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($) | | Option Awards ($)(3) | | All Other Compensation ($) | | Total ($) | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($) | | Option Awards ($)(3) | | All Other Compensation ($) | | Total ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
J. Michael French, President, CEO and Director | | | | | 2014 | | | | | 288,083(1) | | | | | — | | | | $ | — | | | | | 774,929 | | | | | — | | | | | 1,063,012 | | | | | 2014 | | | | | 288,083(1) | | | | | — | | | | $ | — | | | | | 774,929 | | | | | — | | | | | 1,063,012 | | | ||||||||||||
| | | 2013 | | | | | 127,500 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 127,500 | | | | 2013 | | | | | 127,500 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 127,500 | | | |||||||||||||||
Daniel E. Geffken, Interim CFO(2) | | | | 2014 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 136,422 | | | | | 136,422 | | | | 2014 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 136,422 | | | | | 136,422 | | |
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | Number of Securities Underlying Unexercised Options (#) | | | Number of Securities Underlying Unexercised Options (#) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | |||||||||||||||||||||||||||
Name | | | Exercisable | | | Unexercisable | | ||||||||||||||||||||||||||||||||||||||||||||||||
J. Michael French(1) | | | | | — | | | | | | 771,000(2) | | | | | | — | | | | | $ | 1.07 | | | | | | 9/15/24 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Daniel E. Geffken(3) | | | | | — | | | | | | — | | | | | | — | | | | | $ | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($) | | Option Awards ($)(3) | | All Other Compensation ($) | | Total ($) | | Fees Earned or Paid in Cash ($) | | Stock Awards ($) | | Option Awards ($)(3) | | All Other Compensation ($) | | Total ($) | | |||||||||||||||||||||||||||||||||||||||
Stefan C. Loren, Ph.D.(1)(2) | | | $ | 32,500 | | | | | — | | | | $ | 15,579 | | | | | — | | | | $ | 48,079 | | | $ | 32,500 | | | | | — | | | | $ | 15,579 | | | | | — | | | | $ | 48,079 | | | ||||||||||
Joseph W. Ramelli(1)(2) | | | | 32,500 | | | | | — | | | | | 15,579 | | | | | — | | | | | 48,079 | | | | 32,500 | | | | | — | | | | | 15,579 | | | | | — | | | | | 48,079 | | | ||||||||||
Philip C. Ranker(2) | | | | 32,500 | | | | | — | | | | | 15,579 | | | | | | | | | | 48,079 | | | | 32,500 | | | | | — | | | | | 15,579 | | | | | | | | | | 48,079 | | | ||||||||||
Donald A. Williams(4) | | | | 22,500 | | | | | — | | | | | 15,579 | | | | | | | | | | 38,079 | | | | 22,500 | | | | | — | | | | | 15,579 | | | | | | | | | | 38,079 | | | ||||||||||
Total | | | $ | 120,000 | | | | | — | | | | $ | 62,316 | | | | | — | | | | $ | 182,316 | | | $ | 120,000 | | | | | — | | | | $ | 62,316 | | | | | — | | | | $ | 182,316 | | | |
| | | Number of Securities to be Issued Upon Exercise of Outstanding Options | | | Weighted- Average Exercise Price of Outstanding Options | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) | | ||||||||||||
Equity compensation plans approved by security holders | | | | | 1,084,106(1) | | | | | | 5.52 | | | | | | 8,412,519 | | | |||
Total | | | | | 1,084,106 | | | | | | 5.52 | | | | | | 8,412,519 | | | |||
|
Name | | | Number of Shares | | | Percent of Shares Outstanding (%) | | ||||||
Officers and Directors: | | | | ||||||||||
J. Michael French, Director, President and CEO | | | | | 822,283(1) | | | | | | 3.2% | | |
Stefan Loren, Ph.D., Director | | | | | 244,835(2) | | | | | | * | | |
Joseph W. Ramelli, Director | | | | | 267,103(3) | | | | | | 1.0% | | |
Philip C. Ranker, Director | | | | | 962,553(4) | | | | | | 3.8% | | |
Donald A. Williams, Director | | | | | 59,500(5) | | | | | | * | | |
Daniel E. Geffken, Interim CFO | | | | | | | | | | * | | | |
All directors and executive officers as a group (6 persons) | | | | | | | | | | 9.4% | | |
Underwriters | | | Number of Units | | |||
Roth Capital Partners, LLC | | | | | | | |
Ladenburg Thalmann & Co. Inc. | | | | | | | |
Total | | | | | 43,103,448 | | |
| | | Per unit | | | Total | | ||||||
Public offering price | | | | $ | — | | | | | $ | — | | |
Underwriting discounts and commissions | | | | $ | — | | | | | $ | — | | |
Proceeds, before expenses, to us | | | | $ | — | | | | | $ | — | | |
| Audited Financial Statements | | | |||||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | |
(In thousands, except per share data) | | | December 31, 2013 | | | December 31, 2014 | | ||||||||
ASSETS | | | | | | | | | | | | | | ||
Current assets: | | | | | | | | | | | | | | ||
Cash | | | | $ | 909 | | | | | $ | 1,824 | | | ||
Accounts receivable | | | | | 5 | | | | | | 500 | | | ||
Prepaid expenses and other current assets | | | | | 128 | | | | | | 192 | | | ||
Total current assets | | | | | 1,042 | | | | | | 2,516 | | | ||
Intangible assets | | | | | 6,700 | | | | | | 6,700 | | | ||
Total assets | | | | $ | 7,742 | | | | | $ | 9,216 | | | ||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | | ||
Current liabilities: | | | | | | | | | | | | | | ||
Accounts payable | | | | $ | 1,614 | | | | | $ | 687 | | | ||
Accrued payroll and employee benefits | | | | | 1,505 | | | | | | 183 | | | ||
Accrued interest | | | | | 147 | | | | | | — | | | ||
Other accrued liabilities | | | | | 1,315 | | | | | | 1,072 | | | ||
Accrued restructuring | | | | | 12 | | | | | | — | | | ||
Notes payable | | | | | 1,615 | | | | | | — | | | ||
Other debt | | | | | 8 | | | | | | — | | | ||
Total current liabilities | | | | | 6,216 | | | | | | 1,942 | | | ||
Fair value liability for price adjustable warrants | | | | | 5,226 | | | | | | 9,225 | | | ||
Fair value of stock to be issued to settle liabilities | | | | | 1,019 | | | | | | 75 | | | ||
Deferred tax liabilities | | | | | 2,345 | | | | | | 2,345 | | | ||
Total liabilities | | | | $ | 14,806 | | | | | $ | 13,587 | | | ||
Commitments and contingencies | | | | | | | | | | | | | | ||
Stockholders’ deficit: | | | | | | | | | | | | | | ||
Preferred stock, $.01 par value; 100,000 shares authorized, 0 and 1,200 shares of Series C convertible preferred stock issued and outstanding at December 31, 2013 and 2014, respectively (preference in liquidation of Series C convertible preferred stock of $6,000,000 at December 31, 2014) | | | | | — | | | | | | — | | | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 16,937,661 and 25,523,216 shares issued and outstanding at December 31, 2013 and 2014, respectively | | | | | 102 | | | | | | 153 | | | ||
Additional paid-in capital | | | | | 324,145 | | | | | | 333,264 | | | ||
Accumulated deficit | | | | | (331,311) | | | | | | (337,788) | | | ||
Total stockholders’ deficit | | | | | (7,064) | | | | | | (4,371) | | | ||
Total liabilities and stockholders’ deficit | | | | $ | 7,742 | | | | | $ | 9,216 | | | ||
|
| | | Year Ended December 31, | | |||||||||||
(In thousands, except per share data) | | | 2013 | | | 2014 | | ||||||||
License and other revenue | | | | $ | 2,115 | | | | | $ | 500 | | | ||
Operating expenses: | | | | | | | | | | | | | | ||
Research and development | | | | | 715 | | | | | | 686 | | | ||
General and administrative | | | | | 1,765 | | | | | | 3,334 | | | ||
Total operating expenses | | | | | 2,480 | | | | | | 4,020 | | | ||
Loss from operations | | | | | (365) | | | | | | (3,520) | | | ||
Other income (expense): | | | | ||||||||||||
Interest and other expense | | | | | (249) | | | | | | (1,006) | | | ||
Change in fair value liability for price adjustable warrants | | | | | 151 | | | | | | 13 | | | ||
Change in fair value of stock reserved for issuance to settle liabilities | | | | | 31 | | | | | | (2,503) | | | ||
Change in fair value of embedded features in notes payable and amendments to notes payable | | | | | 829 | | | | | | — | | | ||
Gain (loss) on debt extinguishment | | | | | (2,037) | | | | | | 5 | | | ||
Gain on equipment disposal | | | | | 30 | | | | | | — | | | ||
Gain on settled liabilities | | | | | — | | | | | | 534 | | | ||
Total other expense, net | | | | | (1,245) | | | | | | (2,957) | | | ||
Loss before income tax | | | | | (1,610) | | | | | | (6,477) | | | ||
Income tax benefit | | | | | (39) | | | | | | — | | | ||
Net loss | | | | $ | (1,571) | | | | | $ | (6,477) | | | ||
Net loss per common share – basic and diluted | | | | $ | (0.09) | | | | | $ | (0.26) | | | ||
Shares used in computing net loss per share – basic and diluted | | | | | 16,937,661 | | | | | | 24,634,535 | | | ||
|
| | | Preferred Stock, par value $0.01 | | | Common Stock, par value $0.006 | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Total Stockholders’ Deficit | | ||||||||||||||||||||||||||||||||||
(In thousands, except share data) | | | Shares | | | Amount | | | Shares | | | Amount | | |||||||||||||||||||||||||||||||||||||
Balance December 31, 2012 | | | | | — | | | | | $ | — | | | | | | 16,937,661 | | | | | $ | 102 | | | | | | 324,010 | | | | | $ | (329,740) | | | | | $ | (5,628) | | | |||||||
Compensation related to stock options | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 135 | | | | | | — | | | | | | 135 | | | |||||||
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,571) | | | | | | (1,571) | | | |||||||
Balance December 31, 2013 | | | | | — | | | | | | — | | | | | | 16,937,661 | | | | | | 102 | | | | | | 324,145 | | | | | | (331,311) | | | | | | (7,064) | | | |||||||
Issuance of Series C convertible preferred stock, net of issuance costs of $71 | | | | | 1,200 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,929 | | | | | | — | | | | | | 5,929 | | | |||||||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Stock | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,929) | | | | | | — | | | | | | (5,929) | | | |||||||
Shares issued in connection with lease termination | | | | | — | | | | | | — | | | | | | 1,500,000 | | | | | | 9 | | | | | | 1,851 | | | | | | — | | | | | | 1,860 | | | |||||||
Shares issued in connection with director and management compensation | | | | | — | | | | | | — | | | | | | 2,473,854 | | | | | | 15 | | | | | | 882 | | | | | | — | | | | | | 897 | | | |||||||
Shares issued in connection with science advisory board compensation | | | | | — | | | | | | — | | | | | | 107,988 | | | | | | 1 | | | | | | 55 | | | | | | — | | | | | | 56 | | | |||||||
Shares issued in connection with consulting services | | | | | — | | | | | | — | | | | | | 39,945 | | | | | | — | | | | | | 19 | | | | | | — | | | | | | 19 | | | |||||||
Shares issued in connection with warrant exercises | | | | | — | | | | | | — | | | | | | 1,405,706 | | | | | | 8 | | | | | | 1,930 | | | | | | — | | | | | | 1,938 | | | |||||||
Shares issued in connection with licensing and vendor payables | | | | | — | | | | | | — | | | | | | 1,098,673 | | | | | | 6 | | | | | | 1,667 | | | | | | — | | | | | | 1,673 | | | |||||||
Shares issued in debt conversion | | | | | — | | | | | | — | | | | | | 1,959,389 | | | | | | 12 | | | | | | 1,467 | | | | | | — | | | | | | 1,479 | | | |||||||
Beneficial debt conversion feature | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 971 | | | | | | — | | | | | | 971 | | | |||||||
Compensation related to stock options | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 277 | | | | | | — | | | | | | 277 | | | |||||||
Net loss | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6,477) | | | | | | (6,477) | | | |||||||
Balance December 31, 2014 | | | | | 1,200 | | | | | $ | — | | | | | | 25,523,216 | | | | | $ | 153 | | | | | $ | 333,264 | | | | | $ | (337,788) | | | | | $ | (4,371) | | | |||||||
|
| | | Year Ended December 31, | | |||||||||||
(In thousands) | | | 2013 | | | 2014 | | ||||||||
Operating activities: | | | | | | | | | | | | | | ||
Net loss | | | | $ | (1,571) | | | | | $ | (6,477) | | | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | ||||||||||||
Non-cash (gain)/loss on debt extinguishment | | | | | 2,037 | | | | | | (5) | | | ||
Non-cash interest expense | | | | | 249 | | | | | | 1,006 | | | ||
Non-cash gain on settlement of liabilities | | | | | — | | | | | | (534) | | | ||
Deferred income tax benefit | | | | | (39) | | | | | | — | | | ||
Compensation related to stock options, restricted stock and employee stock purchase plan | | | | | 135 | | | | | | 277 | | | ||
Gain on disposition of property and equipment | | | | | (30) | | | | | | — | | | ||
Changes in fair market value of liabilities: | | | | | | | | | | | | | | ||
Stock reserved for issuance to settle liabilities | | | | | (31) | | | | | | 2,503 | | | ||
Embedded debt features | | | | | (829) | | | | | | — | | | ||
Price adjustable warrants | | | | | (151) | | | | | | (13) | | | ||
Changes in assets and liabilities: | | | | | | | | | | | | | | ||
Accounts receivable | | | | | 2 | | | | | | (495) | | | ||
Prepaid expenses and other assets | | | | | 22 | | | | | | (181) | | | ||
Accounts payable | | | | | 8 | | | | | | (563) | | | ||
Deferred revenue | | | | | (115) | | | | | | — | | | ||
Accrued restructuring | | | | | (380) | | | | | | (12) | | | ||
Accrued and other liabilities | | | | | 978 | | | | | | (285) | | | ||
Net cash provided by (used in) operating activities | | | | | 285 | | | | | | (4,779) | | | ||
Investing activities: | | | | | | | | | | | | | | ||
Change in restricted cash | | | | | 380 | | | | | | — | | | ||
Proceeds from the sale of property and equipment | | | | | 30 | | | | | | — | | | ||
Net cash provided by investing activities | | | | | 410 | | | | | | — | | | ||
Financing activities: | | | | | | | | | | | | | | ||
Proceeds from sales of Series C preferred shares and warrants, net | | | | | — | | | | | | 5,929 | | | ||
Cash payments of notes payable | | | | | — | | | | | | (250) | | | ||
Cash proceeds from exercise of warrants | | | | | — | | | | | | 23 | | | ||
Insurance financing | | | | | (2) | | | | | | (8) | | | ||
Net cash provided by (used in) financing activities | | | | | (2) | | | | | | 5,694 | | | ||
Net increase in cash | | | | | 693 | | | | | | 915 | | | ||
Cash and cash equivalents – beginning of year | | | | | 216 | | | | | | 909 | | | ||
Cash and cash equivalents – end of year | | | | $ | 909 | | | | | $ | 1,824 | | | ||
Non-cash financing activities: | | | | | | | | | | | | | | ||
Reclassification of fair value liability for price adjustable warrants exercised | | | | | — | | | | | $ | 1,917 | | | ||
Issuance of common stock to settle liabilities | | | | | — | | | | | $ | 3,517 | | | ||
Debt conversion to common shares | | | | | — | | | | | $ | 1,479 | | | ||
Deemed dividend to Series C convertible preferred stockholders | | | | | — | | | | | $ | 6,000 | | | ||
Supplemental Disclosure | | | | | | | | | | | | | | ||
Cash paid for interest | | | | $ | 1 | | | | | $ | 83 | | | ||
|
| Balance at December 31, 2013 | | Level 1 Quoted prices in active markets for identical assets | | Level 2 Significant other observable inputs | | Level 3 Significant unobservable inputs | | ||||||||||||||||||||||||||||||||||||||||||
| | Balance at December 31, 2013 | | Level 1 Quoted prices in active markets for identical assets | | Level 2 Significant other observable inputs | | Level 3 Significant unobservable inputs | | |||||||||||||||||||||||||||||||||||||||||
Liabilities: | | | | | ||||||||||||||||||||||||||||||||||||||||||||||
Fair value liability for price adjustable warrants | | | $ | 5,226 | | | | $ | — | | | | $ | — | | | | $ | 5,226 | | | | | $ | 5,226 | | | | $ | — | | | | $ | — | | | | $ | 5,226 | | | ||||||||
Fair value liability for shares to be issued | | | | 1,019 | | | | | 1,019 | | | | | — | | | | | — | | | | | | 1,019 | | | | | 1,019 | | | | | — | | | | | — | | | ||||||||
Total liabilities at fair value | | | $ | 6,245 | | | | $ | 1,019 | | | | $ | — | | | | $ | 5,226 | | | | | $ | 6,245 | | | | $ | 1,019 | | | | $ | — | | | | $ | 5,226 | | | |
| | | Balance at December 31, 2014 | | | Level 1 Quoted prices in active markets for identical assets | | | Level 2 Significant other observable inputs | | | Level 3 Significant unobservable inputs | | ||||||||||||||||
Liabilities: | | | | | | ||||||||||||||||||||||||
Fair value liability for price adjustable warrants | | | | $ | 9,225 | | | | | $ | — | | | | | $ | — | | | | | $ | 9,225 | | | ||||
Fair value liability for shares to be issued | | | | | 75 | | | | | | 75 | | | | | | — | | | | | | — | | | ||||
Total liabilities at fair value | | | | $ | 9,300 | | | | | $ | 75 | | | | | $ | — | | | | | $ | 9,225 | | | ||||
|
| | | Facility Related Liabilities | | |||||||||||
(In thousands) | | | 2013 | | | 2014 | | ||||||||
Balance, January 1 | | | | $ | 392 | | | | | $ | 12 | | | ||
Cash payments | | | | | (380) | | | | | | (12) | | | ||
Balance, December 31 | | | | $ | 12 | | | | | $ | — | | | ||
|
| | | Fair value liability for price adjustable warrants (in thousands) | | | Weighted average as of each measurement date | | ||||||||||||||||||||||||||||||||||||
| | | Exercise Price | | | Stock Price | | | Volatility | | | Contractual life (in years) | | | Risk free rate | | |||||||||||||||||||||||||||
Balance at December 31, 2012 | | | | $ | 4,169 | | | | | $ | 0.28 | | | | | $ | 0.46 | | | | | | 146% | | | | | | 4.64 | | | | | | 0.66% | | | ||||||
Fair value of warrants issued in connection to amendments to notes payable | | | | | 1,208 | | | | | | 0.28 | | | | | | 0.28 | | | | | | 140% | | | | | | 5.50 | | | | | | 1.55% | | | ||||||
Change in fair value included in consolidated statement of operations | | | | | (151) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||||||
Balance at December 31, 2013 | | | | | 5,226 | | | | | | 0.28 | | | | | | 0.4 | | | | | | 124% | | | | | | 4.08 | | | | | | 1.30% | | | ||||||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares | | | | | 5,929 | | | | | | 0.75 | | | | | | 1.50 | | | | | | 123% | | | | | | 7.0 | | | | | | 0.55% | | | ||||||
Exercise of Warrants | | | | | (1,917) | | | | | | 0.36 | | | | | | 1.14 | | | | | | 133% | | | | | | 3.07 | | | | | | 0.77% | | | ||||||
Change in fair value included in consolidated statement of operations | | | | | (13) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||||||
Balance at December 31, 2014 | | | | $ | 9,225 | | | | | $ | 0.42 | | | | | $ | 0.95 | | | | | | 121% | | | | | | 3.51 | | | | | | 0.90% | | | ||||||
|
| | Year Ended December 31, | | | Year Ended December 31, | | ||||||||||||||||||||
| 2013 | | 2014 | | ||||||||||||||||||||||
| | 2013 | | 2014 | | |||||||||||||||||||||
Stock options outstanding | | | | 284,829 | | | | | 1,084,106 | | | | | | 284,829 | | | | | 1,084,106 | | | ||||
Warrants | | | | 17,017,601 | | | | | 21,212,813 | | | | | | 17,017,601 | | | | | 21,212,813 | | | ||||
Common shares underlying Series C convertible preferred stock | | | | — | | | | | 8,000,000 | | | | | | — | | | | | 8,000,000 | | | ||||
Total | | | | 17,302,430 | | | | | 30,296,919 | | | | | | 17,302,430 | | | | | 30,296,919 | | | |
| | | Year Ended December 31, | | |||||||||||
| | | 2013 | | | 2014 | | ||||||||
Corporate legal fees | | | | $ | 138 | | | | | $ | 564 | | | ||
Audit, tax and filing services | | | | | 454 | | | | | | 189 | | | ||
Interest accrued | | | | | 138 | | | | | | — | | | ||
Taxes and Delaware fees | | | | | 450 | | | | | | 96 | | | ||
Board fees | | | | | — | | | | | | 45 | | | ||
Consulting equity instruments | | | | | — | | | | | | 40 | | | ||
Sublicense fees | | | | | 125 | | | | | | 125 | | | ||
Other miscellaneous | | | | | 10 | | | | | | 13 | | | ||
| | | | $ | 1,315 | | | | | $ | 1,072 | | | ||
|
| | | Warrant Shares | | | Weighted Average Exercise Price | | ||||||||
Outstanding, January 1, 2013 | | | | | 11,916,801 | | | | | | 1.71 | | | ||
Issued | | | | | 5,100,800 | | | | | | 0.28 | | | ||
Outstanding, December 31, 2013 | | | | | 17,017,601 | | | | | | 1.29 | | | ||
Issued | | | | | 6,191,500 | | | | | | 0.75 | | | ||
Exercised or cancelled | | | | | (1,996,288) | | | | | | 0.36 | | | ||
Outstanding December 31, 2014 | | | | | 21,212,813 | | | | | | 1.19 | | | ||
Expiring in 2015 | | | | | 285,345 | | | | |||||||
Expiring in 2016 | | | | | — | | | | | | | | | ||
Expiring in 2017 | | | | | 7,235,622 | | | | | | | | | ||
Expiring thereafter | | | | | 13,691,846 | | | | | | | | | ||
|
| | | Year Ended December 31, | | |||||||||||
(In thousands) | | | 2013 | | | 2014 | | ||||||||
Research and development | | | | $ | 53 | | | | | $ | 48 | | | ||
General and administrative | | | | | 82 | | | | | | 229 | | | ||
Total | | | | $ | 135 | | | | | $ | 277 | | | ||
|
| | Year Ended December 31, | | | Year Ended December 31, | | ||||||||||||||||||||||||||||||||||||||||||||
| 2013 | | 2014 | | ||||||||||||||||||||||||||||||||||||||||||||||
| | 2013 | | 2014 | | |||||||||||||||||||||||||||||||||||||||||||||
| | Shares | | Weighted Average Exercise Price | | Shares | | Weighted Average Exercise Price | | | Shares | | Weighted Average Exercise Price | | Shares | | Weighted Average Exercise Price | | ||||||||||||||||||||||||||||||||
Outstanding on January 1 | | | | 284,829 | | | | $ | 39.46 | | | | | 284,829 | | | | $ | 39.46 | | | | | | 284,829 | | | | $ | 39.46 | | | | | 284,829 | | | | $ | 39.46 | | | ||||||||
Issued | | | | — | | | | | — | | | | | 1,039,000 | | | | | 1.07 | | | | | | — | | | | | — | | | | | 1,039,000 | | | | | 1.07 | | | ||||||||
Forfeited/Expired | | | | — | | | | | — | | | | | (239,723) | | | | | 18.02 | | | | | | — | | | | | — | | | | | (239,723) | | | | | 18.02 | | | ||||||||
Outstanding on December 31 | | | | 284,829 | | | | $ | 39.46 | | | | | 1,084,106 | | | | | 5.52 | | | | | | 284,829 | | | | $ | 39.46 | | | | | 1,084,106 | | | | | 5.52 | | | ||||||||
Exercisable as of December 31 | | | | 246,559 | | | | $ | 45.28 | | | | | 179,106 | | | | $ | 28.06 | | | | | | 246,559 | | | | $ | 45.28 | | | | | 179,106 | | | | $ | 28.06 | | | |
| | Options Outstanding | | Options Exercisable | | | Options Outstanding | | Options Exercisable | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Range of Exercise Prices | | Number Outstanding | | Weighted- Average Remaining Contractual Life (Years) | | Weighted Average Exercise Price | | Number Exercisable | | Weighted Average Exercise Price | | | Number Outstanding | | Weighted- Average Remaining Contractual Life (Years) | | Weighted Average Exercise Price | | Number Exercisable | | Weighted Average Exercise Price | | |||||||||||||||||||||||||||||||||||||||||
$0.82 | | | | 20,000 | | | | | 4.80 | | | | $ | 0.82 | | | | | 10,000 | | | | $ | 0.82 | | | | | | 20,000 | | | | | 4.80 | | | | $ | 0.82 | | | | | 10,000 | | | | $ | 0.82 | | | |||||||||||
$1.07 | | | | 1,019,000 | | | | | 8.49 | | | | | 1.07 | | | | | 124,000 | | | | | 1.07 | | | | | | 1,019,000 | | | | | 8.49 | | | | | 1.07 | | | | | 124,000 | | | | | 1.07 | | | |||||||||||
$2.00 − $2.20 | | | | 2,500 | | | | | 6.70 | | | | | 2.20 | | | | | 2,500 | | | | | 2.20 | | | | | | 2,500 | | | | | 6.70 | | | | | 2.20 | | | | | 2,500 | | | | | 2.20 | | | |||||||||||
$11.60 − $50.00 | | | | 10,500 | | | | | 3.44 | | | | | 47.60 | | | | | 10,500 | | | | | 47.60 | | | | | | 10,500 | | | | | 3.44 | | | | | 47.60 | | | | | 10,500 | | | | | 47.60 | | | |||||||||||
$50.00 − $90.80 | | | | 10,500 | | | | | 3.40 | | | | | 87.60 | | | | | 10,500 | | | | | 87.60 | | | | | | 10,500 | | | | | 3.40 | | | | | 87.60 | | | | | 10,500 | | | | | 87.60 | | | |||||||||||
$127.60 − $207.60 | | | | 21,500 | | | | | 3.40 | | | | | 158.30 | | | | | 21,500 | | | | | 158.30 | | | | | | 21,500 | | | | | 3.40 | | | | | 158.30 | | | | | 21,500 | | | | | 158.30 | | | |||||||||||
$420.00 − $588.80 | | | | 106 | | | | | 2.10 | | | | | 526.40 | | | | | 106 | | | | | 526.40 | | | | | | 106 | | | | | 2.10 | | | | | 526.40 | | | | | 106 | | | | | 526.40 | | | |||||||||||
Totals | | | | 1,084,106 | | | | | 8.23 | | | | $ | 5.52 | | | | | 179,106 | | | | $ | 28.06 | | | | | | 1,084,106 | | | | | 8.23 | | | | $ | 5.52 | | | | | 179,106 | | | | $ | 28.06 | | | |||||||||||
Weighted-Average Exercisable Remaining Contractual Life (Years) | Weighted-Average Exercisable Remaining Contractual Life (Years) | | | | 4.44 | | | Weighted-Average Exercisable Remaining Contractual Life (Years) | | | | 4.44 | | | |||||||||||||||||||||||||||||||||||||||||||||||||
|
| | | Year Ended December 31, | | |||||||||||
(In thousands) | | | 2013 | | | 2014 | | ||||||||
Deferred tax assets: | | | | ||||||||||||
Net operating loss carry-forwards | | | | $ | 108,110 | | | | | $ | 108,348 | | | ||
Tax credit carry-forwards | | | | | 10,783 | | | | | | 10,696 | | | ||
Depreciation and amortization | | | | | 3,605 | | | | | | 3,709 | | | ||
Other | | | | | 78 | | | | | | 185 | | | ||
Total deferred tax assets | | | | | 122,576 | | | | | | 122,938 | | | ||
Valuation allowance | | | | | (122,576) | | | | | | (122,938) | | | ||
Net deferred tax assets | | | | | — | | | | | | — | | | ||
Deferred tax liabilities: | | | | ||||||||||||
Intangible assets | | | | | (2,345) | | | | | | (2,345) | | | ||
Net deferred tax liabilities | | | | $ | (2,345) | | | | | $ | (2,345) | | | ||
|
| SEC registration fee | | | $ | 5,810 | | | SEC registration fee | | | $ | 5,810* | | | ||
| FINRA fee | | | $ | 8,000 | | | FINRA fee | | | $ | 8,000* | | | ||
| Legal fees and expenses | | | $ | 100,000 | | | Legal fees and expenses | | | $ | 117,000 | | | ||
| Accounting fees and expenses | | | $ | 20,000 | | | Accounting fees and expenses | | | $ | 20,000 | | | ||
| Miscellaneous fees and expenses | | | $ | 15,000 | | | Miscellaneous fees and expenses | | | $ | 15,000 | | | ||
| Total | | | $ | 140,810 | | | Total | | | $ | 165,810 | | |
Exhibit No. | | | Description | |
1.1 | | | Form of Underwriting Agreement. | |
2.1 | | | Agreement and Plan of Merger dated as of March 31, 2010 by and among the Registrant, Cequent Pharmaceuticals, Inc., Calais Acquisition Corp. and a representative of the stockholders of Cequent Pharmaceuticals, Inc. (filed as Exhibit 2.1 to our Current Report on Form 8-K dated March 31, 2010, and incorporated herein by reference). | |
3.1 | | | Restated Certificate of Incorporation of the Registrant dated July 20, 2005 (filed as Exhibit 3.1 to our Current Report on Form 8-K dated July 20, 2005, and incorporated herein by reference). | |
3.2 | | | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant, dated June 10, 2008 (filed as Exhibit 3.1 to our Current Report on Form 8-K dated June 10, 2008, and incorporated herein by reference). | |
3.3 | | | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant, dated July 21, 2010 (filed as Exhibit 3.1 to our Current Report on Form 8-K dated July 21, 2010, and incorporated herein by reference). | |
3.4 | | | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant, dated July 21, 2010 (filed as Exhibit 3.1 to our Current Report on Form 8-K dated July 21, 2010, and incorporated herein by reference). | |
3.5 | | | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant, dated July 18, 2011 (filed as Exhibit 3.1 to our Current Report on Form 8-K dated July 14, 2011, and incorporated herein by reference). | |
3.6 | | | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Registrant, dated December 22, 2011 (filed as Exhibit 3.1 to our Current Report on Form 8-K dated December 22, 2011, and incorporated herein by reference). | |
3.7 | | | Amended and Restated Bylaws of the Registrant dated August 21, 2012 (filed as Exhibit 3.7 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and incorporated herein by reference). | |
3.8 | | | Certificate of Designation, Rights and Preferences of Series A Junior Participating Preferred Stock dated January 17, 2007 (filed as Exhibit 3.1 to our Current Report on Form 8-K dated January 19, 2007, and incorporated herein by reference). | |
3.9 | | | Amended Designation, Rights, and Preferences of Series A Junior Participating Preferred Stock, dated June 10, 2008 (filed as Exhibit 3.2 to our Current Report on Form 8-K dated June 10, 2008, and incorporated herein by reference). | |
3.10 | | | Certificate of Designations or Preferences, Rights and Limitations of Series B Preferred Stock dated December 22, 2011 (filed as Exhibit 3.1 to our Current Report on Form 8-K dated December 22, 2011, and incorporated herein by reference). | |
3.11 | | | Certificate of Designation of Rights, Preferences and Privileges of Series C Convertible Preferred Stock (filed as Exhibit 3.1 to our Current Report on Form 8-K dated March 7, 2014, and incorporated herein by reference). | |
4.1 | | | Form of Amended and Restated Common Stock Purchase Warrant originally issued by the Registrant in April 2008 (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference). | |
4.2 | | | Form of Common Stock Purchase Warrant issued by the Registrant in June 2009 (filed as Exhibit 10.3 to our Current Report on Form 8-K dated June 10, 2009, and incorporated herein by reference). | |
Exhibit No. | | | Description | |
4.3 | | | Form of Common Stock Purchase Warrant issued by the Registrant in December 2009 (filed as Exhibit 4.2 to our Current Report on Form 8-K dated December 22, 2009, and incorporated herein by reference). | |
4.4 | | | Form of Common Stock Purchase Warrant issued by the Registrant in January 2010 (filed as Exhibit 4.1 to our Current Report on Form 8-K dated January 13, 2010, and incorporated herein by reference). | |
4.5 | | | Form of Common Stock Purchase Warrant issued by the Registrant in November 2010 (filed as Exhibit 4.2 to our Current Report on Form 8-K dated November 4, 2010, and incorporated herein by reference). | |
4.6 | | | Form of Warrant Certificate issued by the Registrant in February 2011 (filed as Exhibit 4.1 to our Current Report on Form 8-K dated February 10, 2011, and incorporated herein by reference). | |
4.7 | | | Form of Warrant Agreement by and between the Registrant and American Stock Transfer & Trust Company, LLC (filed as Exhibit 4.2 to our Current Report on Form 8-K dated February 10, 2011, and incorporated herein by reference). | |
4.8 | | | Form of Series A Warrant (Common Stock Purchase Warrant) issued to the investors in the Registrant’s underwritten offering of securities that closed in May 2011 (filed as Exhibit 4.13 to Amendment No. 2 to our Registration Statement on Form S-1 (No. 333-173108) filed with the SEC on May 10, 2011, and incorporated herein by reference). | |
4.9 | | | Form of 15% Secured Promissory Note issued by the Registrant in February 2012 (filed as Exhibit 4.1 to our Current Report on Form 8-K dated February 10, 2012, and incorporated herein by reference). | |
4.10 | | | Form of Common Stock Purchase Warrant issued by the Registrant to the holders of the 15% Secured Promissory Notes (filed as Exhibit 4.2 to our Current Report on Form 8-K dated February 10, 2012, and incorporated herein by reference). | |
4.11 | | | Form of Common Stock Purchase Warrant issued by the Registrant in March 2012 (filed as Exhibit 4.1 to our Current Report on Form 8-K dated March 19, 2012, and incorporated herein by reference). | |
4.12 | | | Form of Common Stock Purchase Warrant issued by the Registrant in March 2014 (filed as Exhibit 4.1 to our Current Report on Form 8-K dated March 7, 2014, and incorporated herein by reference). | |
4.13 | | | Form of Common Stock Purchase Warrant. | |
5.1 | | | Opinion of Pryor Cashman LLP. | |
10.1 | | | Employment Agreement effective as of June 23, 2008 by and between the Registrant and J. Michael French (filed as Exhibit 10.2 to our Current Report on Form 8-K dated June 10, 2008, and incorporated herein by reference).** | |
10.2 | | | Letter Agreement, dated August 7, 2012, between the Registrant and J. Michael French (filed as Exhibit 10.2 to our Current Report on Form 8-K dated August 2, 1012, and incorporated herein by reference).** | |
10.3 | | | The Registrant’s 2004 Stock Incentive Plan (filed as Exhibit 99 to our Registration Statement on Form S-8, File No. 333-118206, and incorporated herein by reference).** | |
10.4 | | | Amendment No. 1 to the Registrant’s 2004 Stock Incentive Plan (filed as Exhibit 10.4 to our Current Report on Form 8-K dated July 20, 2005, and incorporated herein by reference).** | |
10.5 | | | Amendment No. 2 to the Registrant’s 2004 Stock Incentive Plan (filed as Exhibit 10.18 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference).** | |
10.6 | | | Amendment No. 3 to the Registrant’s 2004 Stock Incentive Plan (filed as Exhibit 10.24 to our Annual Report on Form 10-K for the year ended December 31, 2005, and incorporated herein by reference).** | |
Exhibit No. | | | Description | |
10.7 | | | Amendment No. 4 to the Registrant’s 2004 Stock Incentive Plan (filed as Exhibit 10.5 to our Registration Statement on Form S-8, File No 333-135724, and incorporated herein by reference).** | |
10.8 | | | Amendment No. 5 to the Registrant’s 2004 Stock Incentive Plan (filed as Exhibit 10.27 to our Quarterly Report on Form 10-K for the quarter ended September 30, 2006, and incorporated herein by reference).** | |
10.9 | | | The Registrant’s 2008 Stock Incentive Plan (filed as Appendix A to our Definitive Proxy Statement on Schedule 14A filed on April 29, 2008, and incorporated herein by reference).** | |
10.10 | | | License Agreement dated as of March 20, 2009 by and between Novartis Institutes for BioMedical Research, Inc. and the Registrant (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2009, and incorporated herein by reference).(1) | |
10.11 | | | License Agreement, effective as of December 22, 2011, by and between the Registrant and Mirna Therapeutics, Inc. (filed as Exhibit 10.3 to our Current Report on Form 8-K/A filed on February 22, 2012, and incorporated herein by reference).(1) | |
10.12 | | | Note and Warrant Purchase Agreement, dated as of February 10, 2012, among the Registrant, Cequent Pharmaceuticals, Inc., MDRNA Research, Inc., and the purchasers identified in the signature pages thereto (filed as Exhibit 10.1 to our Current Report on Form 8-K dated February 10, 2012, and incorporated herein by reference). | |
10.13 | | | First Amendment to Note and Warrant Purchase Agreement and Secured Promissory Notes, dated April 30, 2012, among the Registrant, Cequent Pharmaceuticals, Inc., MDRNA Research, Inc., and the purchasers identified on the signature pages thereto (filed as Exhibit 10.80 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and incorporated herein by reference). | |
10.14 | | | Second Amendment to Note and Warrant Purchase Agreement and Secured Promissory Notes, dated May 31, 2012, among the Registrant, Cequent Pharmaceuticals, Inc., MDRNA Research, Inc., and the purchasers identified on the signature pages thereto (filed as Exhibit 10.81 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and incorporated herein by reference). | |
10.15 | | | Third Amendment to Note and Warrant Purchase Agreement and Secured Promissory Notes, dated August 3, 2012, among the Registrant, Cequent Pharmaceuticals, Inc., MDRNA Research, Inc., and the purchasers identified on the signature pages thereto (filed as Exhibit 10.1 to our Current Report on Form 8-K dated August 2, 2012, and incorporated herein by reference). | |
10.16 | | | Fourth Amendment to Note and Warrant Purchase Agreement and Secured Promissory Notes, dated October 4, 2012, among the Registrant, Cequent Pharmaceuticals, Inc., MDRNA Research, Inc., and the purchasers identified on the signature pages thereto (filed as Exhibit 10.1 to our Current Report on Form 8-K dated October 4, 2012, and incorporated herein by reference). | |
10.17 | | | Fifth Amendment to Note and Warrant Purchase Agreement and Secured Promissory Notes, dated February 7, 2013, among the Registrant, Cequent Pharmaceuticals, Inc., MDRNA Research, Inc., and the purchasers identified on the signature pages thereto (filed as Exhibit 10.1 to our Current Report on Form 8-K dated February 7, 2013, and incorporated herein by reference). | |
10.18 | | | Sixth Amendment to Note and Warrant Purchase Agreement and Secured Promissory Notes, dated August 9, 2013, among the Registrant, Cequent Pharmaceuticals, Inc., MDRNA Research, Inc., and the purchasers identified on the signature pages thereto (filed as Exhibit 10.43 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and incorporated herein by reference). | |
Exhibit No. | | | Description | |
10.19 | | | Security Agreement, dated as of February 10, 2012, among the Registrant, Cequent Pharmaceuticals, Inc., MDRNA Research, Inc. and Genesis Capital Management, LLC (filed as Exhibit 10.2 to our Current Report on Form 8-K dated February 10, 2012, and incorporated herein by reference). | |
10.20 | | | Intellectual Property Security Agreement, dated as of February 10, 2012, by the Registrant, Cequent Pharmaceuticals, Inc. and MDRNA Research, Inc. in favor of Genesis Capital Management, LLC (filed as Exhibit 10.3 to our Current Report on Form 8-K dated February 10, 2012, and incorporated herein by reference). | |
10.21 | | | Form of Securities Purchase Agreement, dated as of March 19, 2012, between and among the Registrant and the purchasers identified on the signature pages thereto (filed as Exhibit 10.1 to our Current Report on Form 8-K dated March 19, 2012, and incorporated herein by reference). | |
10.22 | | | Placement Agent Agreement, dated March 19, 2012, between the Registrant and Rodman & Renshaw, LLC (filed as Exhibit 10.2 to our Current Report on Form 8-K dated March 19, 2012, and incorporated herein by reference). | |
10.23 | | | Exclusive License Agreement, effective as of March 13, 2012, by and between the Registrant and ProNAi Therapeutics, Inc. (filed as Exhibit 10.2 to our Current Report on Form 8-K/A dated March 13, 2012, and incorporated herein by reference).(1) | |
10.24 | | | Term Sheet for Convertible Preferred Stock Financing (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 23, 2014, and incorporated herein by reference). | |
10.25 | | | Securities Purchase Agreement, dated as of March 7, 2014, between and among the Registrant and each purchaser identified on the signature pages thereto (filed as Exhibit 10.1 to our Current Report on Form 8-K dated March 7, 2014, and incorporated herein by reference). | |
10.26 | | | Consulting Agreement, dated as of January 9, 2014, by and between the Registrant and Danforth Advisors, LLC (filed as Exhibit 10.51 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and incorporated herein by reference).** | |
10.27 | | | Amended And Restated Employment Agreement, effective as of September 15, 2014, by and between the Registrant and J. Michael French (filed as Exhibit 10.1 to our Current Report on Form 8-K dated September 15, 2014, and incorporated herein by reference).** | |
10.28 | | | 2014 Long-Term Incentive Plan of the Registrant (filed as Exhibit 10.2 to our Current Report on Form 8-K dated September 15, 2014, and incorporated herein by reference).** | |
21.1 | | | Subsidiaries of the Registrant.(#) | |
23.1 | | | Consent of Wolf & Company, P.C., independent registered public accounting firm.(2) | |
23.2 | | | Consent of Pryor Cashman LLC (included in Exhibit 5.1) | |
101INS | | | XBRL Instance Document | |
101SCH | | | XBRL Taxonomy Extension Schema Document | |
101CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document | |
101DEF | | | XBRL Taxonomy Extension Definition Linkbase Document | |
101LAB | | | XBRL Taxonomy Extension Label Linkbase Document | |
101PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document | |
| | | | MARINA BIOTECH, INC. | | |||
| | | | By: | | | /s/ J. Michael French | |
| | | | Name: | | | J. Michael French | |
| | | | Title: | | | President, Chief Executive Officer and Director | |
| Signature | | | Title | |
| /s/ J. Michael French J. Michael French | | | Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) | |
| /s/ Philip C. Ranker* Philip C. Ranker | | | Director | |
| /s/ Stefan Loren, Ph.D.* Stefan Loren, Ph.D. | | | Director | |
| /s/ Joseph W. Ramelli* Joseph W. Ramelli | | | Director | |
| /s/ Donald A. Williams* Donald A. Williams | | | Director | |
| * By: /s/ J. Michael French J. Michael French Attorney-in-Fact | | | |