Filed Pursuant to Rule 424(b)(3)
Registration No. 333-159645
SUPPLEMENT NO. 4 DATED FEBRUARY 17, 2012
TO PROSPECTUS DATED APRIL 27, 2011
AMBIENT CORPORATION
This document supplements the prospectus dated April 27, 2011, as subsequently amended by Supplement No. 1 dated August 16, 2011, Supplement No. 2 dated November 9, 2011 and Supplement No. 3 dated December 29, 2011, by attaching to and making as part of this Prospectus Supplement Ambient Corporation’s Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on February 16, 2012. This prospectus supplement is incorporated by reference into the prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any amendments or supplements to the prospectus.
NEITHER THE SECURITIES EXCHANGE AND COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus supplement is February 21, 2012.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 16, 2012
AMBIENT CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-23723 | 98-0166007 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
7 WELLS AVENUE, SUITE 11, NEWTON, MASSACHUSETTS, 02459
(Address of principal executive offices, including Zip Code)
617- 332-0004
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 16, 2012, Ambient Corporation (the “Company”) issued a press release announcing its results of operations and financial condition for the year ended December 31, 2011. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K under this heading, including the related Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| 99.1 | Press Release of Ambient Corporation dated February 16, 2012. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMBIENT CORPORATION | |||
| Dated: February 16, 2012 | By: | /s/ John J. Joyce | |
| John J. Joyce | |||
| Chief Executive Officer | |||
3
Investor Contact
Michael W. McCarthy
mmccarthy@ambientcorp.com
(617) 614-6906
Media Contact
Anna E. Croop
acroop@ambientcorp.com
(617) 614-6739
Exhibit 99.1
Ambient Corporation Reports Record 2011 Revenue of $62.3 Million
First Full Year of Profitability
Newton, Mass., February 16, 2012 – Ambient Corporation (NASDAQ: AMBT), a leading provider of smart grid communications platforms and applications, announced today its financial results for the year ended December 31, 2011.
Financial highlights for the year ending December 31, 2011 included:
| ● | Total revenue of $62.3 million, representing a 206% increase from approximately $20.4 million for 2010 |
| ● | Gross margins of 43% in 2011 compared to 41% for 2010 |
| ● | Net income of approximately $4.8 million, or $0.28 per share on a fully diluted basis, which included the impact of one-time stock-based compensation charges of $3.0 million recorded in the fourth quarter; and |
| ● | Increased cash and cash equivalents to $18.0 million at the end of 2011 from $7.0 million in the prior year |
“Ambient experienced tremendous growth and achieved many operational milestones in 2011. At the end of the year, we had over 75,000 communications nodes deployed in the field communicating with over 700,000 end devices. We have also invested significantly in people. These strategic additions to our staff are aimed at further developing and marketing our communications platform. On the foundation of a strong balance sheet, driven by field-proven technology embraced by a marquee utility, and supported by increased investment in key personnel, we believe we are well positioned to execute on a primary objective for 2012 – the diversification of our customer base,” stated John J. Joyce, President & CEO.
Mr. Joyce continued, “Interest in the Ambient Smart Grid® communications platform continues to grow, and we are actively cultivating projects with several potential customers. We look forward to pursuing these and other opportunities throughout 2012.”
1
Summary Financial Performance
Total revenue for 2011 was $62.3 million, representing a 206% increase from approximately $20.4 million for 2010. Revenues grew year-over-year as a result of the substantial increase in sales volume.
Gross margin for 2011 increased slightly to approximately 43% compared to approximately 41% for 2010. The increase in the gross margin for 2011 compared with 2010 was due to lower manufacturing costs resulting from increased volumes at our contract manufacturer and increased efforts in overall cost reduction programs.
Research and development expenses were approximately $12.2 million for 2011 compared to approximately $6.3 million in 2010. The increase in research and development during 2011 was primarily due to increased personnel and consultant expenses required for the continued development of our communications nodes, enhancements of our AmbientNMS®, and other product development efforts. In addition, included in research and development expenses in 2011 was approximately $521,000 of stock-based compensation expense relating to immediately vesting stock options granted to certain employees during the fourth quarter of 2011.
Selling, general and administrative expenses for 2011 were approximately $9.6 million compared to $5.2 million for 2010. The increase in selling, general and administrative expenses for 2011 compared with 2010 was due to an increase in personnel and related costs, increased efforts to market and commercialize our communications platform and increased costs associated with additional administrative personnel. In addition, included in selling, general and administrative expenses in 2011 is approximately $2.0 million of stock-based compensation expense relating to immediately vesting stock options granted to certain employees and the Board of Directors during the fourth quarter of 2011.
Net income for 2011 was $4.8 million, or $0.28 per share on a fully diluted basis, compared to a net loss of approximately $3.2 million, or $0.21 per share for 2010.
Cash provided by operating activities for 2011 was approximately $12.1 million, compared to net cash used in operations of approximately $1.6 million for 2010. As of December 31, 2011, the Company’s cash and cash equivalents were approximately $18.0 million.
# # #
2
About Ambient Corporation
Ambient designs, develops and sells the Ambient Smart Grid® communications platform. The Ambient Smart Grid products and services include communications nodes; a network management system, AmbientNMS®; integrated applications; and maintenance and consulting services. Using open standards-based technologies along with in-depth industry experience, Ambient provides utilities with solutions for their smart grid initiatives. Headquartered in Newton, MA, Ambient is a publicly traded company (NASDAQ: AMBT). More information on Ambient is available at www.ambientcorp.com.
Except for historical information, this press release contains statements that may be deemed to be “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These include statements relating to the diversification of our customer base, further development and marketing of our communications platform and cultivating projects with potential customers. These forward-looking statements are based upon our current expectations, estimates and projections about our business and our industry and reflect our beliefs and assumptions based upon information available to us at the date of this release. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including but not limited to, the potential failure to forecast revenues and/or to make adjustments to our operating plans necessary as a result of any failure to forecast accurately, our ability to retain and attract additional customers, particularly in light of our current dependence on a single customer for all of our revenue, our expectations regarding our expenses and revenue, anticipated trends and challenges in our business and the markets in which we operate, including the market for smart grid technologies, our expectations regarding competition as more and larger companies enter our markets and as existing competitors improve or expand their product offerings, our plans for future products and enhancements of existing products, our anticipated cash needs and our estimates regarding our capital requirements, and our anticipated growth strategies changes in technology, legislative or regulatory changes. We undertake no obligation to publicly update or revise any forward-looking statements. Further information on the company’s risks and uncertainties is available in our filings with the Securities and Exchange Commission.
Ambient, Ambient Smart Grid, Communications for a Smarter Grid and AmbientNMS are registered trademarks of Ambient Corporation with the U.S. Patent and Trademark Office.
# # #
3
AMBIENT CORPORATION
BALANCE SHEETS
(in thousands, except share data)
As of December 31, | ||||||||
| 2010 | 2011 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 6,987 | $ | 17,965 | ||||
| Accounts receivable | 1,731 | 284 | ||||||
| Inventory | 834 | 1,460 | ||||||
| Prepaid expenses and other current assets | 276 | 527 | ||||||
| Total current assets | 9,828 | 20,236 | ||||||
| Property and equipment, net | 745 | 1,249 | ||||||
| Deferred finance charges | - | 389 | ||||||
| Total assets | $ | 10,573 | $ | 21,874 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 3,608 | $ | 3,920 | ||||
| Accrued expenses and other current liabilities (including related party interest of $244 and $0, respectively) | 633 | 714 | ||||||
| Deferred revenue | - | 119 | ||||||
| Accrued warranty | - | 115 | ||||||
| Income taxes payable | - | 41 | ||||||
| Capital lease obligation | 10 | - | ||||||
| Total current liabilities | 4,251 | 4,909 | ||||||
| Non-current liabilities | ||||||||
| Deferred rent | 186 | 99 | ||||||
| Total liabilities | 4,437 | 5,008 | ||||||
| Commitments | ||||||||
| Stockholders' Equity: | ||||||||
| Common stock, $0.001 par value; | ||||||||
| 20,000,000 and 100,000,000 shares authorized; | ||||||||
| 16,493,764 and 16,567,384 shares issued; and | ||||||||
| 16,483,764 and 16,557,384 shares outstanding, respectively | 16 | 17 | ||||||
| Additional paid-in capital | 149,748 | 155,707 | ||||||
| Accumulated deficit | (143,428 | ) | (138,658 | ) | ||||
| Less: treasury stock; 10,000 shares at cost | (200 | ) | (200 | ) | ||||
| Total stockholders' equity | 6,136 | 16,866 | ||||||
| Total liabilities and stockholders' equity | $ | 10,573 | $ | 21,874 | ||||
4
AMBIENT CORPORATION
STATEMENT OF OPERATIONS
(in thousands, except per share data)
| For the Years Ended December 31, | ||||||||||||
| 2009 | 2010 | 2011 | ||||||||||
| Total revenue | $ | 2,193 | $ | 20,358 | $ | 62,306 | ||||||
| Cost of goods sold | 1,836 | 12,023 | 35,490 | |||||||||
| Gross profit | 357 | 8,335 | 26,816 | |||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | 4,946 | 6,314 | 12,223 | |||||||||
| Selling, general and administrative expenses | 4,662 | 5,239 | 9,638 | |||||||||
| Total operating expenses | 9,608 | 11,553 | 21,861 | |||||||||
| Operating (loss) income | (9,251 | ) | (3,218 | ) | 4,955 | |||||||
| Interest income (expense), net | (4,963 | ) | (214 | ) | 19 | |||||||
| Other (expense) income, net | (32 | ) | 246 | - | ||||||||
| Total other income | (4,995 | ) | 32 | 19 | ||||||||
| (Loss) income before taxes | (14,246 | ) | (3,186 | ) | 4,974 | |||||||
| Provision for income taxes | - | - | 204 | |||||||||
| Net (loss) income | $ | (14,246 | ) | $ | (3,186 | ) | $ | 4,770 | ||||
| Net (loss) income per share (basic) | $ | (1.81 | ) | $ | (0.21 | ) | $ | 0.29 | ||||
| Net (loss) income per share (diluted) | $ | (1.81 | ) | $ | (0.21 | ) | $ | 0.28 | ||||
| Weighted average shares used in computing basic net (loss) income per share | 7,891 | 15,385 | 16,515 | |||||||||
| Weighted average shares used in computing diluted net (loss) income per share | 7,891 | 15,385 | 16,905 | |||||||||
5