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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sorrento Tech Com USD0.001 (MM) | NASDAQ:ROKA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.65 | 0.64 | 0.67 | 0 | 01:00:00 |
FORM 10-K
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ANNUAL 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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ROKA BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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27-0881542
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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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20 Independence Boulevard
Warren, NJ
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07059
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(Address of principal executive offices)
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(Zip code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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NASDAQ Global Market
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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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Page
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PART I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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PART II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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PART III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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PART IV
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Item 15
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Item 16
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•
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the ability of our Atlas Detection Assays and Atlas instrument to gain market acceptance, particularly from key thought leaders in the industry, major food companies and third-party food safety testing laboratories;
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•
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the ability of our Atlas solution to provide our customers with accurate, timely test results and improved laboratory efficiencies;
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•
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our ability to increase our revenue, instrument placements and average revenue per instrument;
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•
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our relationship with Gen-Probe under our license and supply agreements;
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•
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our relationships with key suppliers, including certain single source suppliers such as Gen-Probe, from whom we obtain our Atlas instrument and supplies for Atlas Detection Assays and certain components and materials used in our assays;
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•
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our ability to manufacture our complex assays in accordance with precise technological specifications and in sufficient quantities, on a timely basis;
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•
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our ability to enhance existing products and to develop, introduce and commercialize new products;
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•
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our ability to protect our intellectual property rights, including the patent rights we license from Gen-Probe;
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•
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our ability to defend against any future claims that our Atlas Detection Assays and Atlas instrument infringe the patent rights of any third parties;
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•
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our ability to manage lengthy and variable sales cycles and to forecast revenue and operating expenses;
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•
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our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing;
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•
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our ability to secure financing necessary to continue our operations; and
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•
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anticipated trends and challenges in our business and the markets in which we operate.
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•
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culture-based assays, which depend on the growth and visualization of pathogens in culture media and are generally accurate, but the method is laborious, requires skilled labor and typically requires three to five days before test results are available;
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•
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immunochemical-based assays, which depend on an antibody binding reaction for detection of pathogens and are generally more rapid than culture-based assays, but the method is less accurate than culture-based methods, is laborious and typically requires two to three days before test results are available; and
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•
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molecular-based assays, which depend on the extraction and amplification of DNA for detection of pathogens and are generally more accurate and rapid than immunochemical-based assays, but the method is complex, laborious, may be negatively impacted by sample type and typically requires one to two days before test results are available.
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•
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innovative molecular-based assays, designed to deliver accurate and rapid test results;
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•
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fully automated instrument, designed to reduce labor costs and operator error;
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•
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dedicated sales force, customer service organization and customer applications laboratory;
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•
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highly scalable business model with significant operating leverage potential;
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•
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significant technical expertise and extensive understanding of food safety customers; and
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•
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experienced management team with a proven track record of performance.
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•
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Culture -
detection of the target pathogen is achieved through incubation of the food sample in a selective enrichment media until visual confirmation of the microorganism is possible. While the culture-based method is generally accurate and inexpensive, it is labor-intensive and the time to results is typically three to five days. In addition, culture-based methods may not be able to identify viable but non-culturable cells.
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•
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Immunochemical -
detection of the target pathogen is achieved through a highly specific antibody:antigen binding reaction combined with a detectable optical label. Immunochemical technologies are faster than culture methods with typical time to results of two to three days. However, immunochemical methods are labor-intensive and hampered by increased false positives and false negatives, which varies by food and sample type.
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•
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Molecular -
detection of the target pathogen is achieved through extraction, amplification and detection of its DNA or RNA. Molecular technologies such as polymerase chain reaction, or PCR, are faster than culture-based and immunochemical methods, with typical time to results of one to two days. However, PCR is a more complex and labor-intensive method and may be impacted by the presence of inhibitors and cross reactors, which varies by food and sample type.
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•
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Accuracy -
new methods that enable the delivery of more accurate test results, regardless of sample type, in order to reduce the significant lost revenue, brand erosion and operational costs associated with false positive and false negative test results.
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•
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Time to results -
new methods that enable the delivery of faster test results in order to reduce the delay in operational response to pathogen control, to potentially reduce working capital needs due to longer product release times and support a longer shelf life for perishable products.
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•
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Automation -
new methods that enable higher test volume throughput with reduced labor costs, reduced training requirements, improved accuracy through reduction of operator error and complete electronic data traceability and audit trail.
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•
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Enrich - a single, shortened sample enrichment step with commercially available media.
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Transfer - a single transfer step with no manual preparation of the sample required.
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Automate - load sample on the Atlas instrument with complete electronic data traceability and audit trail.
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•
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Speed and Productivity
- our Atlas instrument is high throughput; using our Atlas instrument a single operator can process up to 300 tests per eight-hour shift and up to 500 tests per 12-hour shifts resulting in significant labor savings. Multiple assays can be processed concurrently from a single sample. Flexible continuous access sample loading eliminates the need to batch samples and enables optimized workflow and enhanced laboratory efficiency.
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•
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Ease of Use
- no manual sample preparation is required when using our Atlas instrument. Processing molecular diagnostic tests on our “sample-in-result-out” Atlas instrument requires only approximately 19 manual touches. Instrument operators require minimal training to run the instrument and a trained operator can easily oversee the operation of two systems at the same time. Our Atlas instrument has intuitive software and touch screen operation with a customer driven design.
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•
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Customer Integration
- our Atlas instrument has the flexibility to connect to our customers’ laboratory information management systems, or LIMS, allowing easy and automated downloading and analysis of sample results to customers’ LIMS.
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•
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Automated Process Controls
- our Atlas instrument includes a series of quality process controls that we believe helps to ensure consistency and quality of results
.
Our Atlas instrument permits full sample to result traceability and eliminates manual transcription; all samples, fluids and reagents are barcoded, tracked electronically and managed onboard. Automated reagent inventory control, reagent dispense verification, liquid level sensing and electronic quality control enhance the reliability and accuracy of results and optimization of reagent use. Our Atlas instrument provides customers with positive sample identification alerts.
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•
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Ribosomal RNA, or rRNA, Target -
proprietary molecular targeting technology that increases the accuracy and time to results performance of our Atlas Detection Assays by detection of rRNA, which is a highly conserved and specific target with up to 10,000 copies per bacterial cell compared to only several copies of DNA target per bacterial cell for PCR-based methods. This relatively large number of rRNA targets in foodborne bacteria gives us a distinct sensitivity advantage over our competition, which targets the lower copy DNA targets in their assays. The abundant rRNA targets in bacterial cells significantly shortens enrichment times needed in our pathogen detection assays that provide much faster time to result for our customers. The rRNA sequences that we detect in our
Listeria
and
Salmonella
assays are also highly conserved and species specific, allowing us to supply pathogen detection assays that are more accurate than those of our competitors.
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•
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Target Capture -
proprietary sample purification and target concentration technology that increases the accuracy of our Atlas Detection Assays by using capture oligonucleotides and magnetic microparticles, to
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•
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Transcription-Mediated Amplification, or TMA -
proprietary isothermal amplification technology that increases the accuracy and time to results of our Atlas Detection Assays by using a transcription-based amplification system, which uses two different enzymes to produce over a billion copies of rRNA targets in less than 30 minutes in a single reaction tube. This high level of amplification of target rRNA greatly enhances the sensitivity of our Atlas Detection Assays. Also, because we can perform TMA in a single reaction tube, without removing anything, we avoid potential and costly contamination of assay instruments and the testing laboratory environment that is a frequent problem experienced by users of other molecular methods that incorporate amplification methods such as PCR.
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•
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Hybridization Protection Assay, or HPA -
proprietary molecular detection technology that increases the accuracy of our Atlas Detection Assays by using target specific molecular probes combined with a sensitive chemiluminescent molecule in a detection method that requires no wash steps in a single reaction tube, that eliminates the potential for detection of cross-reacting bacteria. With HPA we are able to design very specific probes to detect only the important pathogenic bacteria present in food and thereby avoid cross reaction and potential false positive results encountered by other molecular methods that often erroneously detect closely related non-pathogenic strains.
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•
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Dual Kinetic Assay, or DKA -
proprietary molecular detection technology that increases the accuracy of our Atlas Detection Assays by using two types of chemiluminescent molecules that can detect separate targets simultaneously. This allows us to incorporate two different detection probes into each of our pathogen detection assays. One probe is specific for the rRNA sequence of the pathogen and the other is used to detect an internal control that enables users to ensure that all the assay steps in our pathogen detection assays were carried out correctly, giving our customers greater confidence in a more robust result. The use of an internal control in each of our Atlas Detection Assays is a competitive advantage of our technology yielding much lower levels of false negative results experienced by users of other pathogen detection assays.
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•
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inspect food production facilities, conduct recalls of contaminated foods, and work with other agencies and industry on inspections, surveillance, and outbreak tracebacks;
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review and approve food processor programs, such as HACCP, that demonstrate products are wholesome and safe;
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set standards for pathogen levels and testing methods in regulated foods;
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develop, evaluate and validate methods for regulatory use; publish and update the Bacteriological analytical Manual, or BAM (FDA) and the Microbiology Laboratory Guide, or MLG (FSIS), and establish reference methods;
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regulate and inspect imported foods; and
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establish new regulations and guidelines to ensure safety of the food supply.
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food facility registration requirements;
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requirements for food processors to analyze food safety hazards and implement risk-based preventive controls;
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mandatory produce safety standards;
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mandated FDA inspection frequency based on facility risk;
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mandatory record access;
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mandatory recall and suspension of registration;
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enhanced product tracing;
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redesign of the FDA’s import safety control system by coupling third-party certification and private-sector verification with FDA inspection of foreign food facilities; and
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accreditation of laboratories for import analyses.
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protection of consumer interests from unsafe food;
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free circulation of safe and high-quality products within the internal market and with other countries;
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responsibilities of food producers to apply the food safety legislation at all stages of the food chain, including withdrawal of unsafe product from the market;
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•
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improved objectivity, transparency and communication regarding food safety and scientific risk assessment and prevention;
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food producers’ responsibility for traceability of foods at all stages of production, processing and distribution; and
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•
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communication and cooperation within and among European Union member states regarding disease surveillance and outbreak response.
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•
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multiple, conflicting and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, employment laws, regulatory requirements, and other governmental approvals, permits, and licenses;
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•
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additional potentially relevant third-party patent rights;
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•
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complexities and difficulties in obtaining protection and enforcing our intellectual property;
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•
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difficulties in staffing and managing foreign operations;
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•
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financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products, and exposure to foreign currency exchange rate fluctuations;
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•
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natural disasters, political and economic instability, including wars, terrorism, and political unrest, outbreak of disease, boycotts, curtailment of trade, and other business restrictions; and
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•
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regulatory and compliance risks that relate to maintaining accurate information and control over sales and distributors’ activities that may fall within the purview of the U.S. Foreign Corrupt Practices Act, or FCPA, its books and records provisions, or its anti-bribery provisions.
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•
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our revenue growth rate and ability to generate cash flows from operating activities;
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•
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our sales and marketing and research and development activities;
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•
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effects of competing technological and market developments;
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•
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costs of and potential delays in product development;
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•
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changes in regulatory oversight applicable to our products; and
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•
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costs related to international expansion.
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•
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sell, transfer, lease or dispose of certain assets;
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•
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engage in certain mergers and consolidations;
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•
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incur debt or encumber or permit liens on certain assets, except in the limited circumstances permitted under the loan and security agreements;
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•
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make certain restricted payments, including paying dividends on, or repurchasing or making distributions with respect to, our common stock; and
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•
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enter into certain transactions with affiliates.
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•
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actual or anticipated fluctuations in our financial condition and operating results;
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•
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actual or anticipated changes in our growth rate relative to our competitors;
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•
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competition from existing products or new products that may emerge;
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•
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announcements by us, our partners or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations, or capital commitments;
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•
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failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;
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•
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issuance of new or updated research or reports by securities analysts;
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•
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fluctuations in the valuation of companies perceived by investors to be comparable to us;
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•
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share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
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•
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additions or departures of key management or other personnel;
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•
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disputes or other developments related to proprietary rights, including patents, litigation matters, and our ability to obtain patent protection for our technologies;
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•
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announcement or expectation of additional debt or equity financing efforts;
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•
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sales of our common stock by us, our insiders or our other stockholders; and
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•
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general economic and market conditions.
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•
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classifying our board of directors into three classes;
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•
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authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock;
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•
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limiting the liability of, and providing indemnification to, our directors and officers;
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•
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limiting the ability of our stockholders to call and bring business before special meetings;
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•
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requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;
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•
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controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; and
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•
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providing our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.
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Item 1B.
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UNRESOLVED STAFF COMMENTS
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Item 2.
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PROPERTIES
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Item 4.
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MINE SAFETY DISCLOSURES
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Item 5.
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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High
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Low
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||
Year Ended December 31, 2016
|
|
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First Quarter
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14.00
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5.00
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Second Quarter
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8.11
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5.30
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Third Quarter
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16.00
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5.60
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Fourth Quarter
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8.50
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3.66
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Year Ended December 31, 2015
|
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First Quarter
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47.30
|
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32.10
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Second Quarter
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38.50
|
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25.04
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Third Quarter
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37.50
|
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20.20
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Fourth Quarter
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21.40
|
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12.40
|
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Number of securities to be issued upon exercise of outstanding options, warrants and rights
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Weighted average exercise price of outstanding options, warrants and rights
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Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a)
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Plan category
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(a)
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(b)
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(c)
(2)
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Equity compensation plans approved by security holders
(1)
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197,554
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$
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22.91
|
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67,670
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Equity compensation plans not approved by security holders
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|
—
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$
|
—
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|
|
—
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Total
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|
197.554
|
|
|
$
|
22.91
|
|
|
67,670
|
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(1)
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The amounts shown in this row include securities under the Roka Bioscience, Inc. 2009 Equity Incentive Plan (the "2009 Plan") and the Roka Bioscience, Inc. 2014 Equity Incentive Plan (the "2014 Plan").
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(2)
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Included in the 67,670 shares are 49,169 shares available under the 2009 Plan. Subsequent to our IPO we have not issued equity awards out of the 2009 Plan, and we do not intend to issue additional equity awards out of the 2009 Plan in the future. In accordance with the "evergreen" provision in our 2014 Equity Compensation Plan, an additional 150,081 shares were automatically made available for issuance on the first trading day of
2017
, which represents 3% of the number of shares outstanding on
December 31, 2016
; these shares are excluded from this calculation. On February 28, 2017, our stockholders approved the amended and restated 2014 Equity Incentive Plan, which increased the number of shares available thereunder by 300,000; these shares are excluded from this calculation.
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Item 6.
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SELECTED FINANCIAL DATA
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Year Ended December 31,
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Change
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|||||||||||
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2015
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|
2014
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$
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|
%
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|||||||
|
(amounts in thousands, except percentages)
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|||||||||||||
Statement of Operations Data:
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|||||||
Revenue
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$
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5,985
|
|
|
$
|
5,057
|
|
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$
|
928
|
|
|
18
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%
|
Operating Expenses
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|
|
|
|
|
|
|
|||||||
Cost of revenue
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7,704
|
|
|
7,847
|
|
|
(143
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)
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|
(2
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)%
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|||
Research and development
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7,689
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7,934
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(245
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)
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(3
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)%
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|||
Selling, general and administrative
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21,778
|
|
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19,101
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|
|
2,677
|
|
|
14
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%
|
|||
Amortization of intangible asset
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3,748
|
|
|
1,767
|
|
|
1,981
|
|
|
112
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%
|
|||
Impairment of goodwill
|
360
|
|
|
—
|
|
|
360
|
|
|
—
|
|
|||
Total operating expenses
|
41,279
|
|
|
36,649
|
|
|
4,630
|
|
|
13
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%
|
|||
Loss from operations
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(35,294
|
)
|
|
(31,592
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)
|
|
(3,702
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)
|
|
12
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%
|
|||
Other (expense) income:
|
|
|
|
|
|
|
|
|||||||
Change in fair value of financial instruments
|
—
|
|
|
(785
|
)
|
|
785
|
|
|
(100
|
)%
|
|||
Interest income (expense), net
|
(2,006
|
)
|
|
(1,805
|
)
|
|
(201
|
)
|
|
11
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%
|
|||
Income tax provision (benefit)
|
(700
|
)
|
|
(1,952
|
)
|
|
1,252
|
|
|
(64
|
)%
|
|||
Net loss and comprehensive loss
|
$
|
(36,600
|
)
|
|
$
|
(32,230
|
)
|
|
$
|
(4,370
|
)
|
|
14
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash used in operating activities
|
$
|
(22,802
|
)
|
|
$
|
(23,746
|
)
|
|
(23,515
|
)
|
|
Net cash provided by (used in) investing activities
|
12,416
|
|
|
20,077
|
|
|
(60,457
|
)
|
|||
Net cash provided by (used in) financing activities
|
15,777
|
|
|
(393
|
)
|
|
58,747
|
|
|||
Net change in cash and cash equivalents
|
$
|
5,391
|
|
|
$
|
(4,062
|
)
|
|
$
|
(25,225
|
)
|
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5
years
|
||||||||||
Deferred payment obligations
(1)
|
$
|
13,212
|
|
|
$
|
2,076
|
|
|
$
|
6,136
|
|
|
$
|
5,000
|
|
|
$
|
—
|
|
Operating lease obligations
(2)
|
2,882
|
|
|
1,080
|
|
|
1,604
|
|
|
198
|
|
|
—
|
|
|||||
Purchase obligations
(3)
|
1,251
|
|
|
1,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Notes payable
(4)
|
6,040
|
|
|
6,040
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
23,385
|
|
|
$
|
10,447
|
|
|
$
|
7,740
|
|
|
$
|
5,198
|
|
|
$
|
—
|
|
(1)
|
The deferred payment obligations are based upon the gross deferred amounts outstanding for instruments purchased from Gen-Probe as of
December 31, 2016
, as disclosed in the notes to our audited financial statements included elsewhere in this Form 10-K. Such amounts are recorded at their aggregate present value of $3.0 million on the Balance Sheet as of
December 31, 2016
. The timing of when these payments are due reflects our current estimates of repayment. We do not believe that future revisions of estimates will have a significant impact on the timing of payments. Additionally, amounts due beyond one year represent the two separate $5.0 million lump-sum payments payable to Gen-Probe in accordance with the amendment to our licensing agreement discussed in "Results of Operations". Such amounts are recorded at their aggregate present value of $8.5 million on the Balance Sheet as of
December 31, 2016
.
|
(2)
|
Our operating lease obligations represent the contractual payments due for the lease of our corporate office in Warren, NJ, our laboratory in Warren, NJ and our facility in San Diego, CA.
|
(3)
|
Our purchase obligations represent the total cost of instruments and supplies which we are committed to purchase from Gen-Probe as well as additional obligations due under other agreements entered into in the normal course of business. In accordance with the supply agreement we entered into with Gen-Probe, our purchases of Atlas instruments are defined in rolling quarterly forecasts, and these forecasts become binding commitments for approximately nine months of Atlas instrument purchases at any given time. Our obligation to purchase supplies from Gen-Probe is defined in an annual purchase order submitted in the third quarter of each year.
|
(4)
|
Such amounts include total principal repayments of $6.0 million and final payment fees of $40,000, of which approximately $4.0 million is due within one year from the Balance Sheet date and the remaining amounts are shown as being due in less than one year as our loan agreements contain material adverse change clauses which allow the lenders to call the debt based on subjective factors regarding our business and performance. Amounts which are or may become payable as interest are excluded from the table, but are estimated to approximate
$0.3 million
during 2017.
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position(s)
|
|
Served as an
Officer or Director
Since
|
|
Mary Duseau
|
|
52
|
|
President, Chief Executive Officer and Director
|
|
2015
|
|
Lars Boesgaard
|
|
47
|
|
Vice President, Chief Financial Officer and Treasurer
|
|
2015
|
|
Paul G. Thomas
|
|
61
|
|
Chairman of the Board
|
|
2009
|
|
M. James Barrett, Ph.D.(1)
|
|
74
|
|
Director
|
|
2009
|
|
Fred E. Cohen, Ph.D., M.D.(1)(3)
|
|
60
|
|
Director
|
|
2009
|
|
Michael P. Doyle, Ph.D.(1)
|
|
67
|
|
Director
|
|
2010
|
|
David W. J. McGirr(2)(3)
|
|
62
|
|
Director
|
|
2013
|
|
Nicholas J. Valeriani.(2)(3)
|
|
60
|
|
Director
|
|
2015
|
|
(1)
|
Member of the Compensation Committee.
|
(2)
|
Member of the Audit Committee.
|
(3)
|
Member of the Nominating and Corporate Governance Committee.
|
•
|
appointing, evaluating, retaining and, when necessary, terminating the engagement of our independent registered public accounting firm;
|
•
|
overseeing the independence of our independent registered public accounting firm, including obtaining and reviewing reports from the firm;
|
•
|
setting the compensation of our independent registered public accounting firm;
|
•
|
overseeing the work of our independent registered public accounting firm, including receiving and considering reports made by our independent registered public accounting firm regarding accounting policies and procedures, financial reporting and disclosure controls;
|
•
|
reviewing and discussing with management and our independent registered public accounting firm our audited financial statements and related disclosures;
|
•
|
preparing the annual audit committee report required by SEC rules;
|
•
|
coordinating internal control over financial reporting, disclosure controls and procedures and code of conduct;
|
•
|
reviewing our policies with respect to risk assessment and risk management;
|
•
|
establishing procedures related to the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters;
|
•
|
reviewing our policies and procedures for reviewing and approving or ratifying related person transactions, including our related person transaction policy; and
|
•
|
meeting independently with management and our independent registered public accounting firm.
|
•
|
reviewing and recommending to the board of directors our chief executive officer’s compensation, and approving the compensation of our other executive officers reporting directly to our chief executive officer;
|
•
|
overseeing the evaluation of our senior executives;
|
•
|
overseeing, administering, reviewing and making recommendations to the board of directors with respect to our incentive compensation and equity-based plans;
|
•
|
reviewing and making recommendations to the board of directors with respect to director compensation;
|
•
|
reviewing and discussing with management the compensation discussion and analysis required by SEC rules; and
|
•
|
preparing the annual compensation committee report required by SEC rules.
|
•
|
recommending to the board of directors the persons to be nominated for election as directors or to fill any vacancies on the board of directors, and to be appointed to each of the board’s committees;
|
•
|
developing and recommending to the board of directors corporate governance guidelines; and
|
•
|
overseeing an annual self-evaluation of the board of directors.
|
•
|
the name and address of record of the security holder;
|
•
|
a representation that the security holder is a record holder of the Company’s securities, or if the security holder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934;
|
•
|
the name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five (5) full fiscal years of the proposed director candidate;
|
•
|
a description of the qualifications and background of the proposed director candidate and a representation that the proposed director candidate meets applicable independence requirements;
|
•
|
a description of any arrangements or understandings between the security holder and the proposed director candidate; and
|
•
|
the consent of the proposed director candidate to be named in the proxy statement relating to the Company’s annual meeting of stockholders and to serve as a director if elected at such annual meeting.
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Name and Principal
Position(1)
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock Awards(1)
($)
|
|
Option
Awards(1) ($)
|
|
Non-equity Incentive Plan Compensation ($)
|
|
All Other Compensation(2) ($)
|
|
Total
($)
|
|||||||||||
Paul G. Thomas
|
|
2016
|
|
$
|
495,325
|
|
|
$
|
99,065
|
|
|
—
|
|
|
108,863
|
|
|
|
|
$
|
19,226
|
|
|
$
|
722,479
|
|
|
Former President and Chief Executive Officer
|
|
2015
|
|
$
|
480,875
|
|
|
$
|
168,307
|
|
|
—
|
|
|
718,166
|
|
|
—
|
|
|
$
|
18,048
|
|
|
$
|
1,385,396
|
|
Lars Boesgaard
|
|
2016
|
|
$
|
250,000
|
|
|
$
|
44,766
|
|
|
—
|
|
|
34,033
|
|
|
|
|
$
|
17,461
|
|
|
$
|
346,260
|
|
|
Vice President and Chief Financial Officer
|
|
2015
|
|
$
|
218,472
|
|
|
$
|
41,333
|
|
|
107,847
|
|
|
75,596
|
|
|
—
|
|
|
$
|
16,086
|
|
|
$
|
459,334
|
|
Mary Duseau
|
|
2016
|
|
$
|
339,487
|
|
|
$
|
114,778
|
|
|
—
|
|
|
33,431
|
|
|
|
|
$
|
27,426
|
|
|
$
|
515,122
|
|
|
President and Chief Executive Officer and former Senior Vice President, Chief Commercial Officer
|
|
2015
|
|
$
|
298,864
|
|
|
$
|
78,144
|
|
|
—
|
|
|
313,301
|
|
|
—
|
|
|
$
|
22,593
|
|
|
$
|
712,902
|
|
(1)
|
Amounts reflect the grant date fair value of stock and option awards granted in 2016 and 2015 in accordance with Accounting Standards Codification Topic 718,
Compensation - Stock Compensation
. For information regarding assumptions underlying the valuation of equity awards, see note 16 to our financial statements and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Significant Estimates-Stock-Based Compensation” included elsewhere in this report and in our annual report for the year ended December 31, 2015. These amounts do not correspond to the actual value that may be realized by the named executive officers upon vesting of stock or exercise of stock options.
|
|
|
(2)
|
These amounts for 2016 include for Mr. Thomas, (i) $18,025 in employer paid health insurance, (ii) $439 in employer paid life insurance and (iii) $762 in employer paid disability insurance; for Mr. Boesgaard, (i) $15,833 in employer paid health insurance, (ii) $366 in employer paid life insurance, (iii) $762 in employer paid disability insurance and (iv) $500 for a contribution to a Health Savings Account; and for Ms. Duseau, (i) $18,025 in employer paid health insurance, (ii) $439 in employer paid life insurance, (iii) $762 in employer paid disability insurance, (iv) $1,000 for a 401(k) match and (v) $7,200 for a car allowance.
These amounts for 2015 include for Mr. Thomas, (i) $16,847 in employer paid health insurance, (ii) $439 in employer paid life insurance and (iii) $762 in employer paid disability insurance; for Mr. Boesgaard, (i) $15,018 in employer paid health insurance, (ii) $306 in employer paid life insurance, and (iii) $762 in employer paid disability insurance; and for Ms. Duseau, (i) $13,992 in employer paid health insurance, (ii) $366 in employer paid life insurance, (iii) $635 in employer paid life insurance, (iv) $1,000 for a 401(k) match and (v) $6,600 for a car allowance.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
|
|
Number of securities
underlying unexercised
options (#)
|
|
|
Option
exercise
price ($)
|
|
Option
expiration
date
|
|
Number of Shares That Have Not Vested (#)
|
|
|
Market Value of Shares or Units of Stock That Have Not Vested(1) ($)
|
||||||||||
Name
|
|
exercisable
|
|
unexercisable
|
|
|
||||||||||||||||
Paul G. Thomas
|
|
10,467
|
|
|
11,382
|
|
(2)
|
|
$
|
43.60
|
|
|
1/1/2025
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
13,999
|
|
(3)
|
|
$
|
11.30
|
|
|
1/3/26
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
13,597
|
|
(4)
|
|
$
|
57,651
|
|
|
Lars Boesgaard
|
|
675
|
|
|
—
|
|
(5)
|
|
$
|
17.68
|
|
|
4/1/2020
|
|
|
—
|
|
|
|
—
|
|
|
|
|
456
|
|
|
—
|
|
(6)
|
|
$
|
17.68
|
|
|
6/29/2020
|
|
|
—
|
|
|
|
—
|
|
|
|
|
2,038
|
|
|
—
|
|
(7)
|
|
$
|
36.43
|
|
|
1/31/2022
|
|
|
—
|
|
|
|
—
|
|
|
|
|
996
|
|
|
|
(8)
|
|
$
|
9.94
|
|
|
12/31/2022
|
|
|
|
|
|
|
||||
|
|
1,101
|
|
|
1,199
|
|
(2)
|
|
$
|
43.60
|
|
|
1/1/2025
|
|
|
|
|
|
|
|||
|
|
—
|
|
|
4,300
|
|
(3)
|
|
$
|
11.30
|
|
|
1/3/2026
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
3,905
|
|
(9)
|
|
16,557
|
|
||||
Mary Duseau
|
|
4,792
|
|
|
5,657
|
|
(10)
|
|
$
|
39.90
|
|
|
2/3/2025
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
4,299
|
|
(3)
|
|
$
|
11.30
|
|
|
1/3/2026
|
|
|
|
|
|
|
(1)
|
The value is based upon the closing market price of our common stock on
December 31, 2016
, $4.24.
|
(2)
|
Represents options to purchase shares of our common stock granted on January 2, 2015. The shares underlying this option vest 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(3)
|
Represents options to purchase shares of our common stock granted on January 4, 2016. The shares underlying this option vest 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(4)
|
The number of shares displayed represents the unvested shares from the following grant: 21,738 shares granted on December 6, 2013. One-half of the grant vests 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months, the other half of the December 6, 2013 grant vests upon the per share value of common stock reaching $281.50 (as may be adjusted for changes in capitalization).
|
(5)
|
Represents options to purchase shares of our common stock granted on April 2, 2010. The shares underlying this option vested 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(6)
|
Represents options to purchase shares of our common stock granted on June 30, 2010. The shares underlying this option vested 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(7)
|
Represents options to purchase shares of our common stock granted on April 1, 2012. The shares underlying this option vested 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(8)
|
Represents options to purchase shares of our common stock granted on May 13, 2013. The shares underlying this option vested 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
(9)
|
The number of shares displayed represents the unvested shares from the following grants: 3,622 shares granted on December 6, 2013; and 2,473 shares granted on January 2, 2015. One-half of the 2013 grant vests 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months the second half of the December 6, 2013 grant, vests upon the per share value of common stock reaching $281.50 (as may be adjusted for changes in capitalization). The January 2, 2015 grant vests 33% on the one year anniversary of the grant date and 67% on the second anniversary
|
(10)
|
Represents options to purchase shares of our common stock granted on February 2, 2015. The shares underlying this option vested 25% on the anniversary of the grant date with the remaining shares vesting in equal monthly installments over the following 36 months.
|
•
|
determine which employees, consultants or directors shall be granted awards, and the form of award;
|
•
|
interpret the 2009 Plan;
|
•
|
prescribe, amend and rescind rules and regulations relating to the 2009 Plan;
|
•
|
determine the terms and provisions of award agreements; and
|
•
|
make all other determinations necessary or advisable for the administration of the 2009 Plan.
|
•
|
which individuals shall be granted awards;
|
•
|
number of shares, units or other rights subject to each award;
|
•
|
exercise, base or purchase price of each award (if any);
|
•
|
schedule upon which awards will become vested, exercisable or payable;
|
•
|
performance criteria, performance goals and other conditions of each award;
|
•
|
duration of each award; and
|
•
|
all other terms of each award.
|
•
|
acceleration or extension of the time periods for exercising, vesting in, or realizing gain from any award;
|
•
|
elimination or modification of performance or other conditions of an award;
|
•
|
provision for the cash settlement of an award for an equivalent cash value; or
|
•
|
such other modification or adjustment to an award as the committee deems appropriate to maintain and protect the rights and interests of participants upon or following a change in control.
|
•
|
cause any or all outstanding options and stock appreciation rights affected by the change in control to become vested and immediately exercisable, in whole or in part;
|
•
|
cause any other awards affected by the change in control to become non-forfeitable, in whole or in part;
|
•
|
cancel any option or stock appreciation right in exchange for a substitute option;
|
•
|
cancel any award of restricted stock, stock units, performance shares or performance units in exchange for a similar award in respect of the capital stock of any successor corporation;
|
•
|
redeem any restricted stock for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our common stock on the date of the change in control;
|
•
|
cancel any option or stock appreciation right affected by the change in control in exchange for cash and/or other substitute consideration
,
and cancel any option or stock appreciation right without any payment of consideration if its exercise price is not less than the value of our common stock on the date of the change in control;
|
•
|
cancel any stock unit or performance unit affected by the change in control in exchange for cash and/or other substitute consideration (provided such cancellation and exchange does not violate Section 409A of the Code); or
|
•
|
make such other modifications, adjustments or amendments to outstanding awards or the 2014 Plan as it deems necessary or appropriate.
|
•
|
each non-employee director is entitled to receive an annual fee from us of $42,000;
|
•
|
the chair of our audit committee is entitled to receive an annual fee from us of $12,500 and other members of our audit committee are entitled to receive $7,500;
|
•
|
the chair of our compensation committee is entitled to receive an annual fee from us of $8,000 and other members of our compensation committee are entitled to receive $5,000; and
|
•
|
the chair of our nominating and corporate governance committee is entitled to receive an annual fee from us of $7,000 and other members are entitled to receive $4,000.
|
Name
|
|
Fees Earned
or Paid in Cash ($) |
|
Option
Awards ($) (1) |
|
Total
($) |
||||||
M. James Barrett
|
|
$
|
57,500
|
|
|
$
|
14,448
|
|
|
$
|
71,948
|
|
Fred Cohen
|
|
$
|
51,000
|
|
|
$
|
14,448
|
|
|
$
|
65,448
|
|
Michael P. Doyle, Ph.D.
|
|
$
|
46,250
|
|
|
$
|
14,448
|
|
|
$
|
60,698
|
|
David W. J. McGirr
|
|
$
|
55,500
|
|
|
$
|
14,448
|
|
|
$
|
69,948
|
|
Jonathan T. Silverstein(2)
|
|
$
|
56,500
|
|
|
$
|
14,448
|
|
|
$
|
70,948
|
|
Nicholas J. Valeriani
|
|
$
|
45,750
|
|
|
$
|
14,448
|
|
|
$
|
60,198
|
|
1)
|
Amount reflects the grant date fair value of option awards granted in 2016 in accordance with Accounting Standards Codification Topic 718,
Compensation - Stock Compensation
. These amounts do not correspond to the actual value that may be realized by the directors upon exercise of such options.
|
2)
|
Mr. Silverstein resigned from our board of directors as of January 17, 2017.
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name of Beneficial Owner
|
|
Number of
Shares
Beneficially
Owned
|
|
Percentage Of Shares Beneficially Owned
|
||
5% Stockholders
|
|
|
|
|
||
Entities Affiliated with New Enterprise Associates
(1)
|
|
1,464,900
|
|
|
26.3
|
%
|
Entities Affiliated with OrbiMed
(2)
|
|
1,465,638
|
|
|
26.3
|
%
|
TPG Biotechnology Partners III, L.P.
(3)
|
|
1,441,786
|
|
|
25.8
|
%
|
Sabby Management, LLC
(4)
|
|
365,220
|
|
|
7.3
|
%
|
Named Executive Officers, Executive Officers and Directors:
|
|
|
|
|
||
M. James Barrett
(5)
|
|
1,465,802
|
|
|
26.3
|
%
|
Fred E. Cohen
(6)
|
|
902
|
|
|
*
|
|
Michael P. Doyle
(7)
|
|
1,398
|
|
|
*
|
|
David W. J. McGirr
(8)
|
|
6,354
|
|
|
*
|
|
Paul G. Thomas
(9)
|
|
109,309
|
|
|
2.2
|
%
|
Nicholas J. Valeriani
(10)
|
|
15,946
|
|
|
*
|
|
Lars Boesgaard
(11)
|
|
19,310
|
|
|
*
|
|
Mary Duseau
(12)
|
|
9,865
|
|
|
*
|
|
All current directors and executive officers as a group (8 persons)
|
|
1,628,886
|
|
|
28.9
|
%
|
(1)
|
Based on information set forth in a Schedule 13D/A filed with the SEC on September 28, 2016 and our corporate records. The shares beneficially owned consist of 893,471 shares of common stock and warrants to acquire 571,429 shares of common stock. The shares directly held by NEA 13 are indirectly held by NEA Partners 13, L.P., or NEA Partners 13, the sole general partner of NEA 13, NEA 13 GP, LTD, or NEA 13 LTD, the sole general partner of NEA Partners 13 and each of the individual Directors of NEA 13 LTD. The individual directors, or collectively, the Directors, of NEA 13 LTD are M. James Barrett (a member of our board of directors), Peter J. Barris, Forest Baskett, Patrick J. Kerins, David M. Mott, Scott D. Sandell and Ravi Viswanathan. NEA 13, NEA Partners 13, NEA 13 LTD and the Directors share voting and dispositive power with regard to the shares held by NEA 13. All indirect holders of the above referenced shares disclaim beneficial ownership of applicable shares except to the extent of their pecuniary interest therein. The shares directly held by NEA Ventures 2009, L.P., or Ven 2009, are indirectly held by Karen P. Welsh, the general partner of Ven 2009. The address for NEA 13 and Ven 2009 is c/o New Enterprise Associates, Inc., 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.
|
(2)
|
Based on information set forth in a Schedule 13D filed with the SEC on November 14, 2016 and our corporate records, the shares beneficially owned consist of (i) 893,471 shares of common stock and warrants to acquire 571,429 shares of common stock. OrbiMed Capital GP III, LLC, or GP III, is the general partner of OPI III, and OrbiMed Advisors LLC, or Advisors, is the managing member of GP III. Advisors is also the general partner of Associates III. Samuel D. Isaly is the managing member of and owner of a controlling interest in Advisors and may be deemed to have voting and investment power over shares held by OPI III and Associates III. Mr. Isaly disclaims beneficial ownership over such shares, except to the extent of his pecuniary interest therein. The address for OPI III and Associates III is 601 Lexington Avenue, 54th Floor, New York NY 10022. Additionally, shares beneficially owned include options granted to Mr. Silverstein to purchase 738 shares of common stock that are exercisable within 60 days of March 1, 2017, and for which any economic benefit of these options is transferable to OrbiMed.
|
(3)
|
Based on information set forth in a Schedule 13D/A filed with the SEC on October 31, 2016 and our corporate records, the shares beneficially owned consists of 870,357 shares of common stock and warrants to acquire 571,429 shares of common stock. All shares are held directly by TPG Biotechnology Partners III, L.P., or TPG Biotech III. TPG Biotechnology GenPar III, L.P., or TPG Biotech GenPar III, is the general partner of TPG Biotech III. TPG Biotechnology GenPar III Advisors, LLC, or TPG Biotech Advisors III, is the general partner of TPG Biotech GenPar III. TPG Holdings I, L.P., or TPG Holdings, is the sole member of TPG Biotech Advisors III. TPG Holdings I-A, LLC, or TPG Holdings LLC, is the general partner of TPG Holdings. TPG Group Holdings (SBS), L.P., or TPG Group Holdings, is the sole member of TPG Holdings LLC. TPG Group Holdings (SBS) Advisors, Inc. is the general partner of TPG Group Holdings and may be deemed to have voting and dispositive power over the shares held by TPG Biotech III. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. and may therefore
|
(4)
|
Based solely on information set forth in a Schedule 13G/A filed with the SEC on January 11, 2017. The shares beneficially owned consist of (i) 225,867 shares beneficially owned by Sabby Healthcare Master Fund, Ltd. (“Sabby Healthcare Fund”) and (ii) 139,353 shares beneficially owned by Sabby Volatility Master Fund, Ltd. (“Sabby Volatility Fund”). Sabby Management, LLC indirectly owns 365,220 shares because it serves as the investment manager of Sabby Healthcare Fund and Sabby Volatility Fund. Hal Mintz indirectly owns 365,220 shares in his capacity as manager of Sabby Management, LLC.
|
(5)
|
The shares beneficially owned consist of (i) 893,471 shares of common stock, (ii) warrants to acquire 571,429 shares of common stock and (iii) options to purchase
902
shares of common stock that are exercisable within 60 days of March 1, 2017. Excludes
3,598
shares of common stock underlying options that are not exercisable within 60 days of March 1, 2017. The shares of common stock directly held by NEA 13 are indirectly held by NEA Partners 13, L.P., or NEA Partners 13, the sole general partner of NEA 13, NEA 13 GP, LTD, or NEA 13 LTD, the sole general partner of NEA Partners 13 and each of the individual Directors of NEA 13 LTD. The individual directors, or collectively, the Directors, of NEA 13 LTD are M. James Barrett (a member of our board of directors), Peter J. Barris, Forest Baskett, Patrick J. Kerins, David M. Mott, Scott D. Sandell and Ravi Viswanathan. NEA 13, NEA Partners 13, NEA 13 LTD and the Directors share voting and dispositive power with regard to the shares held by NEA 13. All indirect holders of the shares disclaim beneficial ownership of applicable shares except to the extent of their pecuniary interest therein. The shares directly held by NEA Ventures 2009, L.P., or Ven 2009, are indirectly held by Karen P. Welsh, the general partner of Ven 2009. The address for NEA 13 and Ven 2009 is c/o New Enterprise Associates, Inc., 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.
|
(6)
|
Consists of options to purchase
902
shares of common stock that are exercisable within 60 days of March 1, 2017. Excludes
3,598
shares of common stock underlying options that are not exercisable within 60 days of March 1, 2017.
|
(7)
|
Consists of options to purchase
1,398
shares of common stock that are exercisable within 60 days of March 1, 2017. Excludes
3,598
shares of common stock underlying options that are not exercisable within 60 days of March 1, 2017.
|
(8)
|
Consists of 5,000 shares of common stock and options to purchase
1,354
shares of common stock that are exercisable within 60 days of March 1, 2017. Excludes
3,598
shares of common stock underlying options that are not exercisable within 60 days of March 1, 2017.
|
(9)
|
Consists of (i) 85,504 shares of common stock, of which
13,145
shares are unvested restricted stock, (ii) warrants to purchase 7,143 shares of common stock and (iii) options to purchase
16,662
shares of common stock that are exercisable within 60 days of March 1, 2017. Excludes
19,186
shares of common stock underlying options that are not exercisable within 60 days of March 1, 2017.
|
(10)
|
Consists of (i) 7,143 shares of common stock, (ii) warrants to purchase 7,143 shares of common stock and (iii) options to purchase
1,660
shares of common stock that are exercisable within 60 days of March 1, 2017. Excludes
4,340
shares of common stock underlying options that are not exercisable within 60 days of March 1, 2017.
|
(11)
|
Consists of (i) 8,937 shares of common stock, of which
2,181
shares are unvested restricted stock, (ii) warrants to purchase 3,572 shares of common stock and (iii) options to purchase
6,801
shares of common stock that are exercisable within 60 days of March 1, 2017. Excludes
3,964
shares of common stock underlying options that are not exercisable within 60 days of March 1, 2017.
|
(12)
|
Consists of (i) 1,429 shares of common stock, (ii) warrants to purchase 1,429 shares of common stock and (iii) options to purchase
7,007
shares of common stock that are exercisable within 60 days of March 1, 2017. Excludes
7,741
shares of common stock underlying options that are not exercisable within 60 days of March 1, 2017.
|
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a)
|
||||
Plan category
|
|
(a)
|
|
(b)
|
|
(c)
(2)
|
||||
Equity compensation plans approved by security holders
(1)
|
|
197,554
|
|
|
$
|
22.91
|
|
|
67,670
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
|
197,554
|
|
|
$
|
22.91
|
|
|
67,670
|
|
(1)
|
The amounts shown in this row include securities under the Roka Bioscience, Inc. 2009 Equity Incentive Plan (the "2009 Plan") and the Roka Bioscience, Inc. 2014 Equity Incentive Plan (the "2014 Plan").
|
(2)
|
Included in the 67,670 shares are 49,169 shares available under the 2009 Plan. Subsequent to our IPO we have not issued equity awards out of the 2009 Plan, and we do not intend to issue additional equity awards out of the 2009 Plan in the future. In accordance with the "evergreen" provision in our 2014 Equity Compensation Plan, an additional 150,081 shares were automatically made available for issuance on the first trading day of
2017
, which represents 3% of the number of shares outstanding on
December 31, 2016
; these shares are excluded from this calculation. On February 28, 2017, our stockholders approved the amended and restated 2014 Equity Incentive Plan, which increased the number of shares available thereunder by 300,000; these shares are excluded from this calculation.
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest.
|
|
|
|
|
||
Name
|
|
|
Aggregate
Purchase Price
Paid
|
||
Entities Affiliated with OrbiMed(1)
|
|
|
$
|
4,000,000
|
|
New Enterprise Associates 13, Limited Partnership(2)
|
|
|
$
|
4,000,000
|
|
TPG Biotechnology Partners III, L.P.(2)
|
|
|
$
|
4,000,000
|
|
Paul G. Thomas
|
|
|
$
|
50,000
|
|
Nicholas J. Valeriani
|
|
|
$
|
50,000
|
|
Mary Duseau
|
|
|
$
|
10,000
|
|
Lars Boesgaard
|
|
|
$
|
25,000
|
|
(1)
|
The entity had designated a board member who was serving on the board of directors at the time of this transaction.
|
(2)
|
Each of these entities had designated a board member who was serving on the board of directors at the time of this transaction and who is currently serving on the board of directors. These directors included Messrs. Barrett and Cohen.
|
Item 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Fee Category
|
|
2016
|
|
2015
|
||||
|
|
(In thousands)
|
||||||
Audit Fees
|
|
$
|
484
|
|
|
$
|
630
|
|
Audit-Related Fees
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax Fees
|
|
$
|
—
|
|
|
$
|
—
|
|
All Other Fees
|
|
$
|
2
|
|
|
$
|
2
|
|
Total Fees
|
|
$
|
486
|
|
|
$
|
632
|
|
Item 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Balance Sheets as of December 31, 2016 and 2015
|
F-3
|
Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2016, 2015 and 2014
|
F-4
|
Statement of Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Years Ended December 31, 2016, 2015 and 2014
|
F-5
|
Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014
|
F-6
|
Notes to Financial Statements
|
F-7
|
|
|
|
Exhibit No.
|
|
|
|
|
|
3.1
+
|
|
Seventh Amended and Restated Certificate of Incorporation of Roka Bioscience, Inc. (incorporated herein by reference to Exhibit 3.3 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
3.2
+
|
|
Amended and Restated By-Laws of Roka Bioscience, Inc. (incorporated herein by reference to Exhibit 3.5 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
3.3
+
|
|
Certificate of Designation of Series A Convertible Preferred Stock dated September 21, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2016).
|
3.4
+
|
|
Certificate of Amendment to the Company’s Seventh Amended and Restated Certificate of Incorporation dated October 11, 2016 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2016).
|
4.1+
|
|
Specimen Certificate for Common Stock. (incorporated herein by reference to Exhibit 4.1 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
4.2+
|
|
Form of Series B Warrant (incorporated herein by reference to Exhibit 4.2 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
4.3+
|
|
Stock Purchase Warrant, dated as of November 21, 2013, issued to Comerica Bank (incorporated herein by reference to Exhibit 4.3 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
4.4+
|
|
Stock Purchase Warrant 0821-W-01, dated as of November 21, 2013, issued to TriplePoint Capital LLC (incorporated herein by reference to Exhibit 4.4 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
.
|
4.5+
|
|
Stock Purchase Warrant 0821-W-02, dated as of November 21, 2013, issued to TriplePoint Capital LLC (incorporated herein by reference to Exhibit 4.5 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
4.6+
|
|
Fourth Amended and Restated Investors’ Rights Agreement by and among the Registrant and the investors named therein, dated as of November 20, 2013 (incorporated herein by reference to Exhibit 4.6 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
4.7
|
|
First Amendment to Stock Purchase Warrant, dated as of November 21, 2013, issued to Comerica Bank. (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2015)
|
4.8
|
|
Stock Purchase Warrant, dated as of May 29, 2015, issued to Comerica Bank. (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2015)
|
4.9+
|
|
Form of Investor Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2016).
|
4.10+
|
|
Form of Series 1 Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2016).
|
4.11+
|
|
Form of Series 2 Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2016).
|
10.1+
|
|
Fourth Amended and Restated Voting Agreement by and among the Registrant and the stockholders named therein, dated as of November 20, 2013 (incorporated herein by reference to Exhibit 10.1 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.2+
|
|
Fourth Amended and Restated Right of First Refusal and Co-sale Agreement by and among the Registrant and the stockholders named therein, dated as of November 20, 2013 (incorporated herein by reference to Exhibit 10.2 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.3+
|
|
2009 Equity Incentive Plan, the amendments thereto and the forms of agreements thereunder (incorporated herein by reference to Exhibit 10.3 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.4+
|
|
2014 Equity Incentive Plan and the forms of agreements thereunder (incorporated herein by reference to Exhibit 10.4 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.5+
|
|
Employment Agreement by and between the Registrant and Paul G. Thomas, dated as of September 10, 2009 (incorporated herein by reference to Exhibit 10.5 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.6+
|
|
Employment Agreement by and between the Registrant and Steven T. Sobieski, dated as of September 10, 2009 (incorporated herein by reference to Exhibit 10.6 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.7+
|
|
Employment Agreement by and between the Registrant and A.J. McCardell, dated as of July 1, 2012 (incorporated herein by reference to Exhibit 10.7 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.8+
|
|
Employment Agreement by and between the Registrant and Walter M. Narajowski, dated as of July 1, 2012 (incorporated herein by reference to Exhibit 10.8 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.9+
|
|
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.9 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.10+
|
|
Form of Confidentiality, Inventions, and Non-interference Agreement (incorporated herein by reference to Exhibit 10.10 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.11+
|
|
Series C Preferred Stock Purchase Agreement by and among the Registrant and the purchasers named therein, dated as of April 29, 2011 (incorporated herein by reference to Exhibit 10.11 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.12+
|
|
Series D Preferred Stock Purchase Agreement by and among the Registrant and the purchasers named therein, dated as of December 19, 2011 (incorporated herein by reference to Exhibit 10.12 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.13+
|
|
Series E Preferred Stock and Warrant Purchase Agreement by and among the Registrant and the purchasers named therein, dated as of June 13, 2013 (incorporated herein by reference to Exhibit 10.13 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.14+
|
|
Series E Preferred Stock Purchase Agreement by and among the Registrant and the purchasers named therein, dated as of November 20, 2013 (incorporated herein by reference to Exhibit 10.14 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.15+
|
|
Loan and Security Agreement by and between the Registrant and Comerica Bank, dated as of November 21, 2013 (incorporated herein by reference to Exhibit 10.15 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.16+
|
|
Loan and Security Agreement by and between the Registrant and TriplePoint Capital LLC, dated as of November 21, 2013 (incorporated herein by reference to Exhibit 10.16 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.17+
|
|
Sublease Agreement by and between the Registrant and Aeterna Zentaris, Inc., dated as of November 2, 2009 (incorporated herein by reference to Exhibit 10.17 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.18+
|
|
Lease Agreement by and between the Registrant and Kilroy Realty, L.P, dated as of December 31, 2009 (incorporated herein by reference to Exhibit 10.18 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.19+
|
|
Lease Agreement by and between the Registrant and Normandy Warren Holdings, LLC, dated as of May 16, 2011 (incorporated herein by reference to Exhibit 10.19 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.20+
|
|
License Agreement by and between the Registrant and Gen-Probe Incorporated, dated as of September 10, 2009 (incorporated herein by reference to Exhibit 10.20 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.21+
|
|
First Amendment to License Agreement by and between the Registrant and Gen-Probe Incorporated, dated as of May 27, 2011 (incorporated herein by reference to Exhibit 10.21 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.22+
|
|
Materials Supply Agreement by and between the Registrant and Gen-Probe Incorporated, dated as of September 10, 2009 (incorporated herein by reference to Exhibit 10.22 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.23+
|
|
First Amendment to the Materials Supply Agreement by and between the Registrant and Gen-Probe Incorporated, dated as of May 27, 2011 (incorporated herein by reference to Exhibit 10.23 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.24+
|
|
Supply Agreement by and between the Registrant and Gen-Probe Incorporated, dated as of May 27, 2011 (incorporated herein by reference to Exhibit 10.24 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.25+
|
|
First Amendment to Supply Agreement by and between the Registrant and Gen-Probe Incorporated, dated as of June 12, 2014 (incorporated herein by reference to Exhibit 10.25 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.26+
|
|
Second Amendment to License Agreement by and between the Registrant and Gen-Probe Incorporated, dated as of June 13, 2014 (incorporated herein by reference to Exhibit 10.26 of the Registration Statement on Form S-1/A (File No. 333-196135) filed by the registrant).
|
10.33+
|
|
Employment Agreement dated February 4, 2015 by and between the Company and Mary Duseau (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2015)
|
10.34+
|
|
First Amendment dated May 29, 2015 to Loan and Security Agreement by and between Roka Bioscience, Inc. and Comerica Bank, dated as of November 21, 2013. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2015)
|
10.35+
|
|
Controlled Equity OfferingSM Sales Agreement, dated October 30, 2015, by and between Roka Bioscience, Inc. and Cantor Fitzgerald & Co. (incorporated herein by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 30, 2015
|
10.36+
|
|
Employment Agreement, dated July 1, 2012, by and between Roka Bioscience, Inc. and Lars Boesgaard. (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2015)
|
10.37+
|
|
Separation Agreement and General Release, dated December 22, 2015, by and between Roka Bioscience, Inc. and Steven T. Sobieski. (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2015.)
|
10.38+
|
|
Separation Agreement and General Release, dated December 22, 2015, by and between Roka Bioscience, Inc. and Walter M. Narajowski.(incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2015.)
|
10.39+
|
|
Securities Purchase Agreement, dated September 16, 2016, by and among Roka Bioscience, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2016).
|
10.40+
|
|
Registration Rights Agreement, dated September 21, 2016, by and among Roka Bioscience, Inc. and the investors named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2016).
|
10.41+
|
|
Voting Agreement, dated September 21, 2016, by and among Roka Bioscience, Inc. and the investors named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2016).
|
10.42+
|
|
Engagement Letter, dated May 11, 2016, as amended, by and between Roth Capital Partners and Roka Bioscience, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2016).
|
23.1*
|
|
Consent of PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm.
|
31.1*
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101*
|
|
Interactive Data Files regarding (a) our Balance Sheets as of December 31, 2016 and December 31, 2015 (b) our Statements of Operations and Comprehensive Loss for the years ended December 31, 2016, 2015 and 2014, (c) our Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014 and (d) the Notes to such Financial Statements.
|
*
|
Filed herewith
|
|
|
+
|
Incorporated by reference
|
|
|
**
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ROKA BIOSCIENCE, INC.
|
||
|
|
|
||||
Date:
|
March 20, 2017
|
|
|
By: /s/ Mary Duseau
|
||
|
|
|
|
Mary Duseau
|
||
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
||
|
|
|
||||
Date:
|
March 20, 2017
|
|
|
By: /s/ Lars Boesgaard
|
||
|
|
|
|
Lars Boesgaard
|
||
|
|
|
|
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
/s/ Mary Duseau
|
|
President, Chief Executive Officer and Director (Principal Executive Officer)
|
|
March 20, 2017
|
|
|
Mary Duseau
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Lars Boesgaard
|
|
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
March 20, 2017
|
|
|
Lars Boesgaard
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James Barrett, Ph.D.
|
|
Director
|
|
March 20, 2017
|
|
|
M. James Barrett, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Fred E. Cohen, Ph.D., M.D.
|
|
Director
|
|
March 20, 2017
|
|
|
Fred E. Cohen, Ph.D., M.D.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael P. Doyle, Ph.D
|
|
Director
|
|
March 20, 2017
|
|
|
Michael P. Doyle, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David W. J. McGirr
|
|
Director
|
|
March 20, 2017
|
|
|
David W. J. McGirr
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Paul G. Thomas
|
|
Director
|
|
March 20, 2017
|
|
|
Paul G. Thomas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Nicholas J. Valeriani
|
|
Director
|
|
March 20, 2017
|
|
|
Nicholas J. Valeriani
|
|
|
|
|
Consolidated Financial Statements:
|
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
8,832
|
|
|
$
|
3,441
|
|
Short-term marketable securities
|
16,001
|
|
|
28,809
|
|
||
Trade accounts receivable, net of $0 allowance for doubtful accounts
|
930
|
|
|
649
|
|
||
Inventories
|
3,739
|
|
|
3,939
|
|
||
Prepaid expenses and other current assets
|
5,614
|
|
|
5,271
|
|
||
Total current assets
|
35,116
|
|
|
42,109
|
|
||
Property and equipment, net
|
7,805
|
|
|
9,822
|
|
||
Intangible assets, net
|
18,651
|
|
|
22,408
|
|
||
Other assets
|
264
|
|
|
264
|
|
||
Total assets
|
$
|
61,836
|
|
|
$
|
74,603
|
|
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,325
|
|
|
$
|
675
|
|
Short-term deferred payments
|
1,922
|
|
|
1,343
|
|
||
Notes payable, current
|
5,973
|
|
|
9,851
|
|
||
Accrued expenses and other current liabilities
|
5,847
|
|
|
6,767
|
|
||
Total current liabilities
|
15,067
|
|
|
18,636
|
|
||
Deferred payments
|
9,620
|
|
|
10,737
|
|
||
Other long-term liabilities
|
267
|
|
|
317
|
|
||
Total liabilities
|
24,954
|
|
|
29,690
|
|
||
Commitments and Contingencies (See Note 12)
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
||||
Common stock, $0.001 par value:
|
|
|
|
||||
500,000,000 shares of Common Stock authorized; 5,008,290 shares issued and 5,002,718 shares outstanding, at December 31, 2016; 1,791,492 shares issued and 1,786,325 shares outstanding at December 31, 2015
|
5
|
|
|
18
|
|
||
Additional paid-in capital
|
245,100
|
|
|
214,578
|
|
||
Treasury stock, at cost: 5,572 shares at December 31, 2016 and 5,167 shares at December 31, 2015
|
(84
|
)
|
|
(79
|
)
|
||
Accumulated deficit
|
(208,139
|
)
|
|
(169,604
|
)
|
||
Total stockholders’ equity
|
36,882
|
|
|
44,913
|
|
||
Total liabilities and stockholders’ equity
|
$
|
61,836
|
|
|
$
|
74,603
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
|
$
|
7,242
|
|
|
5,985
|
|
|
5,057
|
|
||
Operating expenses:
|
|
|
|
|
|
|
||||||
Cost of revenue
|
|
7,974
|
|
|
7,704
|
|
|
7,847
|
|
|||
Research and development
|
|
7,253
|
|
|
7,689
|
|
|
7,934
|
|
|||
Selling, general and administrative
|
|
17,739
|
|
|
21,778
|
|
|
19,101
|
|
|||
Amortization of intangible assets
|
|
3,758
|
|
|
3,748
|
|
|
1,767
|
|
|||
Impairment of goodwill
|
|
—
|
|
|
360
|
|
|
—
|
|
|||
Total operating expenses
|
|
36,724
|
|
|
41,279
|
|
|
36,649
|
|
|||
Loss from operations
|
|
(29,482
|
)
|
|
(35,294
|
)
|
|
(31,592
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Change in fair value of financial instruments
|
|
—
|
|
|
—
|
|
|
(785
|
)
|
|||
Interest income (expense), net
|
|
(1,550
|
)
|
|
(2,006
|
)
|
|
(1,805
|
)
|
|||
Loss before income taxes
|
|
(31,032
|
)
|
|
(37,300
|
)
|
|
(34,182
|
)
|
|||
Income tax provision (benefit)
|
|
(245
|
)
|
|
(700
|
)
|
|
(1,952
|
)
|
|||
Net loss and comprehensive loss
|
|
$
|
(30,787
|
)
|
|
$
|
(36,600
|
)
|
|
$
|
(32,230
|
)
|
Deemed dividend applicable to beneficial conversion feature of Series A preferred stock
|
|
(7,748
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss applicable to common shareholders
|
|
(38,535
|
)
|
|
(36,600
|
)
|
|
(32,230
|
)
|
|||
Net Loss per Common Share:
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
$
|
(17.42
|
)
|
|
$
|
(21.18
|
)
|
|
$
|
(29.30
|
)
|
Weighted average common shares outstanding used in computing net loss per common share:
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
2,211,740
|
|
|
1,728,321
|
|
|
1,100,158
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Total
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
||||||||||||||||||||
Balance at December 31, 2013
|
114,737,351
|
|
|
$
|
127,797
|
|
|
118,507
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
19,422
|
|
|
$
|
(100,774
|
)
|
|
$
|
(81,344
|
)
|
Series E convertible preferred stock issuance costs
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,019
|
|
|
—
|
|
|
1,019
|
|
||||||
Issuance of common stock from initial public offering, net of underwriters’ discounts and issuance costs
|
—
|
|
|
—
|
|
|
500,000
|
|
|
5
|
|
|
|
|
53,209
|
|
|
—
|
|
|
53,214
|
|
|||||||
Conversion of convertible preferred stock into Common Stock
|
(114,737,351
|
)
|
|
(127,698
|
)
|
|
1,049,456
|
|
|
4
|
|
|
—
|
|
|
127,694
|
|
|
—
|
|
|
127,698
|
|
||||||
Reclassification of warrants to purchase redeemable convertible preferred stock into warrants to purchase Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,364
|
|
|
—
|
|
|
1,364
|
|
||||||
Issuance of common stock upon exercise of option in amended license agreement
|
—
|
|
|
—
|
|
|
86,506
|
|
|
1
|
|
|
—
|
|
|
9,091
|
|
|
—
|
|
|
9,092
|
|
||||||
Issuance of restricted shares to employees, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
(206
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||||
Exercise of options for Common Stock
|
—
|
|
|
—
|
|
|
11,572
|
|
|
—
|
|
|
—
|
|
|
270
|
|
|
—
|
|
|
270
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,230
|
)
|
|
(32,230
|
)
|
||||||
Balance at December 31, 2014
|
—
|
|
|
$
|
—
|
|
|
1,765,835
|
|
|
$
|
18
|
|
|
$
|
(8
|
)
|
|
$
|
212,069
|
|
|
$
|
(133,004
|
)
|
|
$
|
79,075
|
|
Issuance of restricted shares to employees, net of shares withheld for taxes
|
—
|
|
|
—
|
|
|
32,543
|
|
|
—
|
|
|
(71
|
)
|
|
—
|
|
|
—
|
|
|
(71
|
)
|
||||||
Forfeiture of unvested restricted shares
|
—
|
|
|
—
|
|
|
(16,289
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Issuance of Warrants for Common Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
100
|
|
||||||
Exercise of options for Common Stock
|
—
|
|
|
—
|
|
|
4,236
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
78
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,331
|
|
|
—
|
|
|
2,331
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36,600
|
)
|
|
(36,600
|
)
|
||||||
Balance at December 31, 2015
|
—
|
|
|
$
|
—
|
|
|
1,786,325
|
|
|
$
|
18
|
|
|
$
|
(79
|
)
|
|
$
|
214,578
|
|
|
$
|
(169,604
|
)
|
|
$
|
44,913
|
|
Issuance of restricted shares to employees, net of shares withheld for taxes
|
—
|
|
|
$
|
—
|
|
|
2,094
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
Issuance of warrants
|
|
|
|
|
|
|
|
|
|
|
$
|
8,880
|
|
|
|
|
$
|
8,880
|
|
||||||||||
Issuance of preferred stock
|
22,500
|
|
|
$
|
12,396
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
12,396
|
|
|||||||||
Adjustment of preferred stock for beneficial conversion
|
|
|
$
|
(7,748
|
)
|
|
|
|
|
|
|
|
$
|
7,748
|
|
|
|
|
$
|
—
|
|
||||||||
Exercise of options for Common Stock
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,485
|
|
|
$
|
—
|
|
|
$
|
1,485
|
|
Deemed dividend
|
|
|
$
|
7,748
|
|
|
|
|
|
|
|
|
|
|
$
|
(7,748
|
)
|
|
$
|
—
|
|
||||||||
Conversion of convertible preferred stock into Common Stock
|
(22,500
|
)
|
|
$
|
(12,396
|
)
|
|
3,214,299
|
|
|
$
|
(13
|
)
|
|
|
|
$
|
12,409
|
|
|
$
|
—
|
|
|
$
|
—
|
|
||
Net loss
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30,787
|
)
|
|
$
|
(30,787
|
)
|
Balance at December 31, 2016
|
—
|
|
|
$
|
—
|
|
|
5,002,718
|
|
|
$
|
5
|
|
|
$
|
(84
|
)
|
|
$
|
245,100
|
|
|
$
|
(208,139
|
)
|
|
$
|
36,882
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(30,787
|
)
|
|
$
|
(36,600
|
)
|
|
$
|
(32,230
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
5,833
|
|
|
6,223
|
|
|
4,248
|
|
|||
Impairment of goodwill
|
—
|
|
|
360
|
|
|
—
|
|
|||
Change in fair value of financial instruments
|
—
|
|
|
—
|
|
|
785
|
|
|||
Loss on disposal of property and equipment
|
—
|
|
|
—
|
|
|
98
|
|
|||
Provisions for inventory
|
1,041
|
|
|
441
|
|
|
1,715
|
|
|||
Share-based compensation expense
|
1,485
|
|
|
2,331
|
|
|
1,019
|
|
|||
Non-cash interest expense
|
1,051
|
|
|
1,465
|
|
|
1,133
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(207
|
)
|
|
(122
|
)
|
|
(220
|
)
|
|||
Inventories
|
(638
|
)
|
|
690
|
|
|
(2,766
|
)
|
|||
Prepaid expenses and other assets
|
(168
|
)
|
|
(2,543
|
)
|
|
28
|
|
|||
Accounts payable and accrued expenses
|
(362
|
)
|
|
4,075
|
|
|
(465
|
)
|
|||
Deferred taxes
|
—
|
|
|
(49
|
)
|
|
3,145
|
|
|||
Other liabilities
|
(50
|
)
|
|
(17
|
)
|
|
(5
|
)
|
|||
Net cash used in operating activities
|
(22,802
|
)
|
|
(23,746
|
)
|
|
(23,515
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(277
|
)
|
|
(171
|
)
|
|
(258
|
)
|
|||
Proceeds from sale of property and equipment
|
60
|
|
|
71
|
|
|
60
|
|
|||
Purchase of marketable securities
|
(19,027
|
)
|
|
(16,863
|
)
|
|
(52,759
|
)
|
|||
Proceeds from maturities of marketable securities
|
31,660
|
|
|
37,040
|
|
|
3,000
|
|
|||
Payment pursuant to amended license agreement and option exercise
|
—
|
|
|
—
|
|
|
(10,500
|
)
|
|||
Net cash provided by (used in) investing activities
|
12,416
|
|
|
20,077
|
|
|
(60,457
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Gross proceeds from issuance of convertible preferred stock and warrants
|
22,500
|
|
|
—
|
|
|
(99
|
)
|
|||
Payments for issuance costs of preferred stock and investor warrants
|
(1,224
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from issuance of debt and warrants
|
—
|
|
|
4,950
|
|
|
—
|
|
|||
Principal repayments
|
(4,000
|
)
|
|
(5,350
|
)
|
|
—
|
|
|||
Deferred payments
|
(1,494
|
)
|
|
—
|
|
|
—
|
|
|||
Net proceeds from warrant exercises
|
—
|
|
|
—
|
|
|
5,000
|
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
78
|
|
|
270
|
|
|||
Restricted shares withheld for taxes
|
(5
|
)
|
|
(71
|
)
|
|
(8
|
)
|
|||
Proceeds from issuance of common stock, net of issuance costs
|
—
|
|
|
—
|
|
|
53,584
|
|
|||
Net cash provided by (used in) financing activities
|
15,777
|
|
|
(393
|
)
|
|
58,747
|
|
|||
Net change in cash and cash equivalents
|
5,391
|
|
|
(4,062
|
)
|
|
(25,225
|
)
|
|||
Cash and cash equivalents, beginning of period
|
3,441
|
|
|
7,503
|
|
|
32,728
|
|
|||
Cash and cash equivalents, end of period
|
$
|
8,832
|
|
|
$
|
3,441
|
|
|
$
|
7,503
|
|
|
|
|
|
|
|
||||||
Supplementary disclosures of cash flow information
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
553
|
|
|
$
|
647
|
|
|
$
|
688
|
|
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Supplemental disclosures of non-cash investing and financing activities
|
|
|
|
|
|
||||||
Conversion of convertible preferred stock into common stock
|
$
|
12,396
|
|
|
$
|
—
|
|
|
$
|
127,698
|
|
Reclassification of warrants to purchase redeemable convertible preferred stock into warrants to purchase Common Stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,364
|
|
Intangible acquisition through stock and deferred payment issuance
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,079
|
|
•
|
Atlas instruments placed — five years
|
•
|
Manufacturing equipment — five years
|
•
|
Laboratory equipment — four years
|
•
|
Computer and office equipment — three to five years
|
•
|
Leasehold improvements — the lesser of: the estimated useful life, the term of the respective lease, or ten years
|
•
|
Software — three years
|
|
Amortized Cost
|
Gross Unrealized Holding Gains
|
Gross Unrealized Holding Losses
|
Aggregate Fair Value
|
||||
December 31, 2016
|
|
|
|
|
||||
Short-term marketable securities
|
|
|
|
|
||||
Debt securities
|
16,001
|
|
—
|
|
(10
|
)
|
15,991
|
|
December 31, 2015
|
|
|
|
|
||||
Short-term marketable securities
|
|
|
|
|
||||
Debt securities
|
28,809
|
|
—
|
|
(37
|
)
|
28,772
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Atlas instruments placed with customers
|
$
|
5,295
|
|
|
$
|
4,730
|
|
Atlas instruments intended for placement
(1)
|
4,181
|
|
|
5,173
|
|
||
Manufacturing equipment
|
3,045
|
|
|
2,779
|
|
||
Laboratory equipment
|
2,912
|
|
|
3,026
|
|
||
Computer and office equipment
|
1,557
|
|
|
1,479
|
|
||
Leasehold improvements
|
1,504
|
|
|
1,435
|
|
||
Software
|
1,142
|
|
|
1,142
|
|
||
Total property and equipment
|
$
|
19,636
|
|
|
$
|
19,764
|
|
Less: Accumulated depreciation
|
(11,831
|
)
|
|
(9,942
|
)
|
||
|
|
|
|
||||
Total
|
$
|
7,805
|
|
|
$
|
9,822
|
|
|
|
For the Year Ended December 31,
|
|||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||
Depreciation expense
|
|
$
|
2,075
|
|
|
$
|
2,476
|
|
|
2,481
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||
Intangible asset, gross
|
28,259
|
|
|
28,259
|
|
Accumulated amortization
|
(9,608
|
)
|
|
(5,851
|
)
|
Intangible asset, net
|
18,651
|
|
|
22,408
|
|
|
As of December 31,
|
|
As of December 31,
|
||||
|
2016
|
|
2015
|
||||
Employee related
|
$
|
2,072
|
|
|
$
|
2,501
|
|
Professional services
|
117
|
|
|
527
|
|
||
Other
|
3,658
|
|
|
3,739
|
|
||
Total accrued expenses
|
$
|
5,847
|
|
|
$
|
6,767
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Current
|
|
|
|
||||
Deferred payments, gross
|
$
|
2,076
|
|
|
$
|
1,645
|
|
Imputed interest
|
(154
|
)
|
|
(302
|
)
|
||
Deferred payments, net
|
$
|
1,922
|
|
|
$
|
1,343
|
|
Long-term
|
|
|
|
||||
Deferred payments, gross
|
$
|
1,136
|
|
|
$
|
3,059
|
|
Imputed interest
|
(8
|
)
|
|
(162
|
)
|
||
Deferred payments, net
|
$
|
1,128
|
|
|
$
|
2,897
|
|
|
|
|
Less than
|
|
|
|
|
|
More than
|
||||||||||
|
Total
|
|
1 year
|
|
1-3 years
|
|
3-5 years
|
|
5 years
|
||||||||||
Deferred payment obligations (1)
|
$
|
13,212
|
|
|
$
|
2,076
|
|
|
$
|
6,136
|
|
|
$
|
5,000
|
|
|
$
|
—
|
|
Purchase obligations (2)
|
1,251
|
|
|
1,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
The Company's deferred payment obligations are based upon the deferred amounts outstanding as of
December 31, 2016
for instruments purchased from Gen-Probe under the Gen-Probe supply agreement discussed above in Note 10. Such amounts are recorded at their aggregate present value of
$3.0 million
on the Balance Sheet as of
December 31, 2016
. The timing of when these payments are due reflects the Company's current estimates of repayment. The Company does not believe that future revisions of estimates will have a significant impact on the timing of payments. Additionally, amounts due beyond one year include the lump-sum payments payable to Gen-Probe in accordance with the amendment to the licensing agreement discussed in Note 10 above. Such amounts are recorded at their aggregate present value of
$8.5 million
within
Deferred payments
on the Balance Sheet as of
December 31, 2016
.
|
(2)
|
The Company's purchase obligations represent the total cost of instruments and supplies which it is committed to purchase from Gen-Probe as well as additional obligations due under other agreements entered into in the normal course of business. In accordance with the supply agreement the Company entered into with Gen-Probe, purchases of Atlas instruments are defined in rolling quarterly forecasts, and these forecasts become binding commitments for approximately nine months of Atlas instrument purchases at any given
|
|
|
|
Fair value measurements using:
|
||||||||||
|
Carrying
Value
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||
Financial Assets and Liabilities Carried at Fair Value
|
|
|
|
|
|
|
|
||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||
Money market deposit accounts
|
$
|
7,712
|
|
|
$
|
7,712
|
|
|
—
|
|
|
—
|
|
As of December 31, 2015
|
|
|
|
|
|
|
|
||||||
Financial Assets:
|
|
|
|
|
|
|
|
||||||
Money market deposit accounts
|
$
|
2,732
|
|
|
$
|
2,732
|
|
|
—
|
|
|
—
|
|
Financial Assets Carried at Amortized Cost
|
|
|
|
|
|
|
|
||||||
As of December 31, 2016
|
|
|
|
|
|
|
|
||||||
Short-term marketable securities
|
$
|
16,001
|
|
|
$
|
7,080
|
|
|
8,911
|
|
|
—
|
|
As of December 31, 2015
|
|
|
|
|
|
|
|
||||||
Short-term marketable securities
|
$
|
28,809
|
|
|
$
|
2,000
|
|
|
26,772
|
|
|
—
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Tax at U.S. statutory rate
|
|
(34.0
|
)%
|
|
(34.0
|
)%
|
|
(34.0
|
)%
|
State taxes, net of federal benefit
|
|
(4.6
|
)
|
|
(5.0
|
)
|
|
(4.8
|
)
|
Difference from derivative instruments
|
|
—
|
|
|
—
|
|
|
0.8
|
|
Other nondeductible and permanent differences
|
|
0.5
|
|
|
0.6
|
|
|
0.3
|
|
Benefit of net operating loss sale
|
|
(0.8
|
)
|
|
(1.8
|
)
|
|
(5.8
|
)
|
Provision (benefit) from valuation allowance
|
|
38.1
|
|
|
38.3
|
|
|
37.8
|
|
|
|
(0.8
|
)%
|
|
(1.9
|
)%
|
|
(5.7
|
)%
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carry-forwards
|
$
|
69,552
|
|
|
$
|
59,304
|
|
Start-up expenditures
|
335
|
|
|
383
|
|
||
Research and development credits
|
2,212
|
|
|
1,741
|
|
||
Non-cash interest
|
1,021
|
|
|
1,229
|
|
||
Goodwill
|
71
|
|
|
81
|
|
||
Accruals and allowances
|
907
|
|
|
959
|
|
||
Depreciable assets
|
1,941
|
|
|
924
|
|
||
Share-based compensation expense
|
689
|
|
|
262
|
|
||
Valuation allowance
|
(76,728
|
)
|
|
(64,883
|
)
|
||
Net deferred tax asset (liability)
|
$
|
—
|
|
|
$
|
—
|
|
Valuation allowance at December 31, 2014
|
|
$
|
(50,969
|
)
|
Additions for 2015
|
|
(14,516
|
)
|
|
Change in tax rates
|
|
(120
|
)
|
|
Reversal of deferred liability related to assets with indefinite lives
|
|
50
|
|
|
Reversal of valuation allowance related to net operating loss sales
|
|
672
|
|
|
Valuation allowance at December 31, 2015
|
|
$
|
(64,883
|
)
|
Additions for 2016
|
|
(12,477
|
)
|
|
Change in tax rates
|
|
384
|
|
|
Reversal of deferred liability related to assets with indefinite lives
|
|
—
|
|
|
Reversal of valuation allowance related to net operating loss sales
|
|
248
|
|
|
Valuation allowance at December 31, 2016
|
|
$
|
(76,728
|
)
|
|
|
|
|
Weighted
|
|
|
||||
|
|
Weighted
|
Average
|
|
|
|||||
|
|
Average
|
Remaining
|
|
Aggregate
|
|||||
|
Number of
|
Exercise
|
Contractual
|
|
Intrinsic Value
|
|||||
|
Options
|
Price
|
Term (years)
|
|
(amount in thousands)
|
|||||
Outstanding at December 31, 2015
|
114,466
|
|
|
$
|
36.58
|
|
8.2 years
|
|
|
|
Granted
|
100,666
|
|
|
8.11
|
|
|
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|
Forfeited and canceled
|
(17,578
|
)
|
|
27.13
|
|
|
|
|
||
Outstanding at December 31, 2016
|
197,554
|
|
|
$
|
22.91
|
|
8.1 years
|
|
|
|
Vested and expected to vest, December 31, 2016
(1)
|
185,059
|
|
|
$
|
27.15
|
|
7.8 years
|
|
—
|
|
Exercisable at December 31, 2016
|
56,145
|
|
|
$
|
36.89
|
|
6.9 years
|
|
—
|
|
|
|
For the Year Ended December 31,
|
||||
|
|
2016
|
|
2015
|
|
2014
|
Expected life in years
|
|
5.5-6.2
|
|
5.8-6.3
|
|
5.9-6.3
|
Interest rate
|
|
1.36%-1.92%
|
|
1.49%-1.93%
|
|
1.94%-2.04%
|
Volatility
|
|
80%-88%
|
|
65%-90%
|
|
60% - 80%
|
Dividend yield
|
|
—
|
|
—
|
|
—
|
|
|
Number of shares of restricted stock
|
|
Non-vested restricted stock at December 31, 2015
|
|
36,882
|
|
Shares issued
|
|
2,500
|
|
Shares vested
|
|
(9,200
|
)
|
Shares forfeited
|
|
—
|
|
Non-vested restricted stock at December 31, 2016
|
|
30,182
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net loss applicable to common shareholders (thousands)
|
|
$
|
(30,787
|
)
|
|
$
|
(36,600
|
)
|
|
$
|
(32,230
|
)
|
Deemed dividend (thousands)
|
|
(7,748
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss applicable to common shareholders for computing loss per share (thousands)
|
|
$
|
(38,535
|
)
|
|
$
|
(36,600
|
)
|
|
$
|
(32,230
|
)
|
Basic and diluted weighted average common shares outstanding
|
|
2,211,740
|
|
|
1,728,321
|
|
|
1,100,158
|
|
|||
Basic and diluted loss per share
|
|
$
|
(17.42
|
)
|
|
$
|
(21.18
|
)
|
|
$
|
(29.30
|
)
|
|
|
For the Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Basic weighted average shares outstanding
|
|
2,211,740
|
|
|
1,728,321
|
|
|
1,100,158
|
|
Dilutive effect of unvested restricted stock
|
|
1,107
|
|
|
5,390
|
|
|
23,207
|
|
Basic weighted average shares outstanding had the Company not incurred a loss
|
|
2,212,847
|
|
|
1,733,711
|
|
|
1,123,365
|
|
Dilutive effect of Convertible Preferred Stock
|
|
434,551
|
|
|
—
|
|
|
573,208
|
|
Dilutive effect of warrants
|
|
13,579
|
|
|
—
|
|
|
—
|
|
Dilutive effect of stock options
|
|
21
|
|
|
7,718
|
|
|
33,111
|
|
Diluted weighted average shares outstanding had the Company not incurred a loss
|
|
2,660,998
|
|
|
1,741,429
|
|
|
1,729,684
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,626
|
|
|
$
|
1,824
|
|
|
$
|
1,885
|
|
|
$
|
1,906
|
|
Net loss and comprehensive loss
|
$
|
(8,176
|
)
|
|
$
|
(7,561
|
)
|
|
$
|
(7,589
|
)
|
|
$
|
(7,463
|
)
|
Deemed dividend
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,878
|
)
|
|
$
|
(5,870
|
)
|
Net loss applicable to common shareholders for computing loss per share
|
$
|
(8,176
|
)
|
|
$
|
(7,561
|
)
|
|
$
|
(9,467
|
)
|
|
$
|
(13,333
|
)
|
Loss per common share
|
$
|
(4.66
|
)
|
|
$
|
(4.31
|
)
|
|
$
|
(5.39
|
)
|
|
$
|
(3.72
|
)
|
2015
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
1,511
|
|
|
$
|
1,466
|
|
|
$
|
1,508
|
|
|
$
|
1,501
|
|
Net loss applicable to common shareholders for computing loss per share
|
$
|
(8,860
|
)
|
|
$
|
(9,240
|
)
|
|
$
|
(8,491
|
)
|
|
$
|
(10,007
|
)
|
Loss per common share
|
$
|
(5.14
|
)
|
|
$
|
(5.35
|
)
|
|
$
|
(4.91
|
)
|
|
$
|
(5.77
|
)
|
1 Year ROKA BIOSCIENCE, INC. Chart |
1 Month ROKA BIOSCIENCE, INC. Chart |
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