ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware (State or other jurisdiction of incorporation or organization) | 04-3158289 (I.R.S. Employer Identification No.) | |
19 Presidential Way, Woburn, MA (Address of principal executive offices) | 01801 (Zip Code) |
Title of each class | Name of exchange on which registered | |
Common Stock, par value $.01 per share | The NASDAQ Stock Market LLC (NASDAQ Capital Market) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company ý | |||
(Do not check if a smaller reporting company) |
Page | ||
• | the “Smart Carbon Grid for Crops Platform,” — in which we are working to eliminate bottlenecks in plant photosynthesis and carbon metabolism by harnessing new metabolic capabilities from non-plant systems including microbes and algae, and; |
• | the “T3 Platform,” — in which we have identified three powerful global regulator genes in plants which control complex regulatory networks and gene cascades resulting in step-change increases in photosynthetic carbon fixation and biomass yields. Molecular genomic analysis of high yielding plants developed using these genes has identified a series of additional crop trait gene targets. Genetic engineering of this new series of crop trait gene targets can be accomplished using only DNA sequences from the crop target species or through genome editing, potentially reducing regulatory costs and timelines. |
Trait | Biological Mechanism | Value Add | GMO | Editing | Current Activity Next Steps | |
Smart Carbon Grid | C3003 1st Gen | Impact photorespiration | Seed yield Water use | + | No | Camelina field test results encouraging, field testing expanding to canola, deploying in soybean and rice |
C3003 2nd Gen | Impact photorespiration | Seed yield Water use | + | No | Camelina greenhouse results encouraging, deploying in canola, soybean and rice | |
C3004 | Carbon partitioning | Seed yield | + | + | Camelina field testing, editing underway | |
C3005/6 | Increased carbon conversion efficient | Oil content, Seed yield | + | No | Camelina field testing | |
C3007 | Carbon partitioning | Oil content | + | + | Laboratory work in progress | |
T3 Platform | C4001 | Global regulator gene Photosynthesis | Yield | + | + / - | Rice ongoing, corn in planning |
C4002 | Global regulator gene Photosynthesis | Yield | + | + / - | Planning for corn transformation studies | |
C4003 | Global regulator gene Photosynthesis | Yield | + | + / - | Rice ongoing, corn in planning | |
C4004 | Regulator gene | Yield | + | + | Planning for corn transformation studies | |
C4005 | Regulator gene | Drought | + | + / - | Planning for corn transformation studies | |
C4006 | Regulator gene | Drought | + | + / - | Planning for corn transformation studies |
• | higher restructuring costs than anticipated; |
• | lower than expected revenues from grants, licenses, and service fees related to our Yield10 Bioscience technologies; |
• | changes we may make to the business that affect ongoing operating expenses; |
• | further changes we may make to our business strategy; |
• | changes in our research and development spending plans; and |
• | other items affecting our forecasted level of expenditures and use of cash resources. |
• | our traits may not be successfully validated in the target crops; |
• | our traits may not achieve our targeted yield improvements; |
• | we may not be able to secure sufficient funding to progress our traits through development and commercial validation; |
• | our traits may not have the desired effect sought by future collaborators for the relevant crops; |
• | development and validation of traits, particularly during field trials, may be adversely affected by environmental or other circumstances beyond our control; |
• | we or our future collaborators may be unable to obtain the requisite regulatory approvals for the seeds containing our traits; |
• | competitors may launch competing or more effective seed traits or seeds; |
• | a market may not exist for seeds containing our traits or such seeds may not be commercially successful; |
• | future collaborators may be unable to fully develop and commercialize products containing our seed traits or may decide, for whatever reason, not to commercialize such products; and |
• | we may be unable to patent our traits in the necessary jurisdictions. |
• | products may fail to be effective in particular crops, geographies, or circumstances, limiting their commercialization potential; |
• | our competitors may launch competing or more effective traits or products; |
• | significant fluctuations in market prices for agricultural inputs and crops could have an adverse effect on the value of our traits; |
• | farmers are generally cautious in their adoption of new products and technologies, with conservative initial purchases and proof of product required prior to widespread deployment, and accordingly, it may take several growing seasons for farmers to adopt our or our collaborators’ products on a large scale; and |
• | we may not be able to produce high-quality seeds in sufficient amounts to meet demand. |
• | any change in the status of our NASDAQ listing; |
• | the need for near term financing to continue operations; |
• | reported progress in our efforts to develop crop related technologies, relative to investor expectations; |
• | changes in earnings estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’ earnings estimates; |
• | quarterly variations in our or our competitors’ results of operations; |
• | general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors; |
• | future issuances and/or sales of our securities; |
• | announcements or the absence of announcements by us, or our competitors, regarding acquisitions, new products, significant contracts, commercial relationships or capital commitments; |
• | commencement of, or involvement in, litigation; |
• | any major change in our board of directors or management; |
• | changes in governmental regulations or in the status of our regulatory approvals; |
• | announcements related to patents issued to us or our competitors and to litigation involving our intellectual property; |
• | a lack of, or limited, or negative industry or security analyst coverage; |
• | uncertainty regarding our ability to secure additional cash resources with which to operate our business; |
• | short-selling or similar activities by third parties; and |
• | other factors described elsewhere in these Risk Factors. |
Common Stock Price | ||||||||||||||||
2016 | 2015 | |||||||||||||||
High | Low | High | Low | |||||||||||||
First Quarter | $ | 2.29 | $ | 0.86 | $ | 7.68 | $ | 2.22 | ||||||||
Second Quarter | 1.92 | 0.54 | 5.10 | 2.93 | ||||||||||||
Third Quarter | 0.88 | 0.26 | 4.07 | 1.07 | ||||||||||||
Fourth Quarter | 0.67 | 0.25 | 3.98 | 1.25 |
Program Title | Funding Agency | Total Government Funds | Total received through December 31, 2016 | Remaining amount available as of December 31, 2016 | Contract/Grant Expiration | ||||||||||||
Production of High Oil, Transgene Free Camelina Sativa Plants through Genome Editing | Department of Energy | $ | 1,997 | $ | 841 | $ | 1,156 | September 2017 | |||||||||
Subcontract from NC State University (NCSU) project funded by DOE ARPA-E entitled "Jet Fuel from Camelina Sativa: A Systems Approach" | Department of Energy | 276 | 164 | 112 | March 2017 | ||||||||||||
Renewable Enhanced Feedstocks For Advanced Biofuels And Bioproducts ("REFABB") | Department of Energy | 6,000 | 6,000 | — | February 2016 | ||||||||||||
Subcontract from University of Massachusetts (Amherst) project funded by ARPA-E entitled “Development of a Dedicated High Value Biofuels Crop” | Department of Energy | 663 | 663 | — | December 2015 | ||||||||||||
Total | $ | 8,936 | $ | 7,668 | $ | 1,268 |
Year ended December 31, | |||||||||||||
2016 | 2015 | Change | |||||||||||
Grant revenue | $ | 1,159 | $ | 1,350 | $ | (191 | ) |
Year ended December 31, | |||||||||||||
2016 | 2015 | Change | |||||||||||
Research and development expenses | $ | 5,670 | $ | 6,602 | $ | (932 | ) | ||||||
General and administrative expenses | 5,737 | 7,217 | (1,480 | ) | |||||||||
Total costs and expense | $ | 11,407 | $ | 13,819 | $ | (2,412 | ) |
Year ended December 31, | |||||||||||||
2016 | 2015 | Change | |||||||||||
Total other income (expense), net | $ | (38 | ) | $ | 29 | $ | (67 | ) |
Year Ended December 31, | |||||||
2016 | 2015 | ||||||
Non-cash operating items: | |||||||
Depreciation | $ | 326 | $ | 147 | |||
Charge for 401(k) company common stock match | $ | 118 | $ | 167 | |||
Stock-based compensation | $ | 217 | $ | 663 | |||
Inventory impairment | $ | 199 | $ | 209 | |||
Non-cash restructuring expense paid through stock and equipment | $ | 196 | $ | — | |||
Gain on sale of discontinued operation and property and equipment | $ | (9,833 | ) | $ | (33 | ) |
• | Our accounting staff responsible for preparing and reviewing stock based compensation will complete renewed training in the accounting for stock award modifications as provided by current accounting standards, including ASC Topic 718, Compensation – Stock Compensation; |
• | We will assess whether our licensed stock compensation software, as used by us, was a contributing cause of the error, and if limitations exist in the calculation stock compensation expense for stock award modifications, we will develop alternative procedures to ensure the accuracy of our calculations; |
• | We will undertake additional staff training to ensure that we correctly utilize the software application for future stock award modifications is appropriate; |
• | We will develop and implement enhanced policies, procedures and controls related to the calculation of stock based compensation when a stock award modification occurs. |
Nominee's or Director's Name | Year First Became Director | Position(s) with the Company | Year Current Term Will Expire | Current Director Class | ||||
Oliver P. Peoples, Ph.D. | 1992 | Chief Executive Officer, Director | 2017 | II | ||||
Richard W. Hamilton, Ph.D. | 2017 | Director | 2018 | III | ||||
Peter N. Kellogg | 2007 | Director | 2019 | I | ||||
Joseph Shaulson | 2013 | Director | 2017 | II | ||||
Anthony J. Sinskey, Sc.D. | 1992 | Director | 2018 | III | ||||
Robert L. Van Nostrand | 2006 | Chairman of the Board, Director | 2019 | I |
Name | Age | Position | ||
Oliver P. Peoples, Ph.D. | 59 | President and Chief Executive Officer, Director | ||
Richard W. Hamilton, Ph.D. (1)(2) | 54 | Director | ||
Peter N. Kellogg (1) | 61 | Director | ||
Joseph Shaulson | 51 | Director | ||
Anthony J. Sinskey, Sc.D. (2)(3) | 77 | Director | ||
Robert L. Van Nostrand (1)(2) | 59 | Chairman of the Board, Director | ||
Lynne H. Brum | 53 | Vice President, Planning and Communications | ||
Charles B. Haaser | 61 | Vice President, Finance, Chief Accounting Officer and Treasurer | ||
Kristi D. Snell, Ph.D. | 49 | Chief Science Officer |
(1) | Member of the Audit Committee |
(2) | Member of the Compensation Committee |
(3) | Member of the Nominating and Corporate Governance Committee |
Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | |||||||||||||||||||||
Oliver P. Peoples, Ph.D. | 2016 | $ | 237,500 | — | — | $ | 389,355 | — | $ | 11,925 | $ | 638,780 | |||||||||||||||||
President and Chief Executive Officer | 2015 | $ | 240,000 | — | $ | 396,900 | — | $ | 144,000 | $ | 11,925 | $ | 792,825 | ||||||||||||||||
Lynne H. Brum | 2016 | $ | 220,000 | — | — | $ | 196,850 | — | $ | 11,925 | $ | 428,775 | |||||||||||||||||
Vice President, Planning and Communications | 2015 | $ | 220,000 | — | $ | 342,975 | — | $ | 88,000 | $ | 11,675 | $ | 662,650 | ||||||||||||||||
Joseph Shaulson, | 2016 | $ | 320,833 | — | — | $ | 196,105 | — | $ | 67,350 | $ | 584,288 | |||||||||||||||||
Former President and Chief Executive Officer | 2015 | $ | 350,000 | — | $ | 762,300 | — | $ | 210,000 | $ | 71,925 | $ | 1,394,225 | ||||||||||||||||
Kristi D. Snell, Ph.D. | 2016 | $ | 214,347 | — | — | $ | 289,600 | — | $ | 11,925 | $ | 515,872 | |||||||||||||||||
Vice President, Research and Chief Scientific Officer |
(1) | The amounts listed in the "Stock Awards" and "Option Awards" columns do not represent the actual amounts paid in cash or value realized by the named executive officers. These amounts represent the aggregate grant date fair value of restricted stock units and stock option awards for each individual computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 10 to our 2016 Consolidated Financial Statements, and Note 12 to our 2015 Consolidated Financial Statements included in our Annual Reports on Form 10-K for the years ended December 31, 2016 and 2015, respectively. |
(2) | 2015 Non-Equity Incentive Plan Compensation represents bonus amounts paid in March 2016 based on the Compensation Committee's review of corporate performance for fiscal 2015 pursuant to the Company's executive cash incentive performance bonus program. |
(3) | Other Compensation for 2016 and 2015 includes the value of the Company's Common Stock contributed to the Company's 401(k) plan as a matching contribution. In Mr. Shaulson's case, Other Compensation also includes $50,000 and $60,000 paid to him for temporary living and commuting costs during 2016 and 2015, respectively, and in 2016, cash payment of $5,425 for unused vacation earned through his date of termination. |
Named Executive Officer | Number of Options | ||
Oliver P. Peoples | 1,650,000 | ||
Kristi D. Snell | 1,000,000 | ||
Lynne H. Brum | 500,000 |
Option Awards | Stock Awards | ||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable(1) | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | ||||||||||||||
Oliver P. Peoples | |||||||||||||||||||||
5/17/2007 | 6,667 | — | $ | 143.94 | 5/17/2017 | — | — | ||||||||||||||
3/5/2008 | 6,667 | — | $ | 90.00 | 3/5/2018 | — | — | ||||||||||||||
5/28/2009 | 6,667 | — | $ | 41.58 | 5/28/2019 | — | — | ||||||||||||||
5/27/2010 | 7,500 | — | $ | 86.94 | 5/27/2020 | — | — | ||||||||||||||
5/19/2011 | 7,501 | — | $ | 43.50 | 5/19/2021 | — | — | ||||||||||||||
2/1/2012 | 15,000 | — | $ | 15.96 | 2/1/2022 | — | — | ||||||||||||||
9/18/2012 | 20,833 | — | $ | 9.30 | 9/18/2022 | — | — | ||||||||||||||
5/30/2013 | 10,209 | 1,458 | $ | 10.14 | 5/30/2023 | — | — | ||||||||||||||
10/26/2016 | — | 1,650,000 | $ | 0.53 | 10/26/2026 | — | — | ||||||||||||||
4/1/2015 | (3) | 78,750 | $ | 27,563 | |||||||||||||||||
Lynne H. Brum | |||||||||||||||||||||
11/17/2011 | 5,833 | — | $ | 24.78 | 11/17/2021 | — | — | ||||||||||||||
5/31/2012 | 3,333 | — | $ | 12.00 | 5/31/2022 | — | — | ||||||||||||||
5/30/2013 | 5,833 | 834 | $ | 10.14 | 5/30/2023 | — | — | ||||||||||||||
10/26/2016 | — | 500,000 | $ | 0.53 | 10/26/2026 | — | — | ||||||||||||||
4/1/2015 | 58,749 | $ | 20,562 | ||||||||||||||||||
Joseph Shaulson | |||||||||||||||||||||
12/19/2013 | 191,667 | — | $ | 7.98 | 12/19/2023 | — | — | ||||||||||||||
11/4/2016 | 750,000 | — | $ | 0.44 | 12/19/2023 | — | — | ||||||||||||||
Kristi D. Snell | |||||||||||||||||||||
3/5/2008 | 417 | — | $ | 90.00 | 3/5/2018 | — | — | ||||||||||||||
5/30/2008 | 2,500 | — | $ | 67.32 | 5/30/2018 | — | — | ||||||||||||||
10/21/2008 | 1,400 | — | $ | 54.72 | 10/21/2018 | — | — | ||||||||||||||
8/21/2009 | 1,333 | — | $ | 63.24 | 8/21/2019 | — | — | ||||||||||||||
2/12/2010 | 1,667 | — | $ | 58.62 | 2/12/2020 | — | — | ||||||||||||||
2/11/2011 | 1,667 | — | $ | 54.72 | 2/11/2021 | — | — | ||||||||||||||
2/1/2012 | 3,334 | — | $ | 15.96 | 2/1/2022 | — | — | ||||||||||||||
5/31/2012 | 3,334 | — | $ | 12.00 | 5/31/2022 | — | — | ||||||||||||||
9/18/2012 | 10,000 | — | $ | 9.30 | 9/18/2022 | — | — | ||||||||||||||
2/13/2013 | 1,563 | 104 | $ | 10.08 | 2/13/2023 | — | — | ||||||||||||||
7/22/2013 | 3,386 | 781 | $ | 8.88 | 7/22/2023 | — | — | ||||||||||||||
2/24/2014 | 3,439 | 1,562 | $ | 7.74 | 2/24/2024 | — | — | ||||||||||||||
10/26/2016 | — | 1,000,000 | $ | 0.53 | 10/26/2026 | — | — | ||||||||||||||
4/1/2015 | (3) | 21,249 | $ | 7,437 | |||||||||||||||||
9/30/2015 | (3) | 22,500 | $ | 7,875 |
(1) | All stock options that are not yet fully exercisable vest in equal quarterly installments over a period of four years from the grant date, except for options awarded to Dr. Peoples, Dr. Snell and Ms. Brum on 10/26/16, that vest in four equal semi-annual installments at the rate of 25% per installment commencing on 10/26/16. |
(2) | The aggregate market value of the unvested RSUs as shown in the table is based on $0.35 per share, the closing price per share of the Company’s common stock on December 30, 2016. |
(3) | These RSUs will vest in four equal annual installments over a period of four years from the grant date. |
• | Mr. Shaulson's outstanding non-qualified stock options covering 143,750 shares of Common Stock were immediately vested and remain exercisable for the balance of their original term through December 19, 2023. |
• | Mr. Shaulson's outstanding restricted stock units covering 151,250 shares of Common Stock were immediately vested. |
• | Mr. Shaulson was granted new non-qualified stock options under the Company's stock option plan exercisable for a total of 750,000 shares of Common Stock. The new options have an exercise price equal to the closing price of the Company's Common Stock on the date of grant, are fully vested and became exercisable on November 11, 2016, the effective date of the Release Agreement, and will be exercisable through December 19, 2023. |
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Total ($) | |||||||||
Peter N. Kellogg | $ | 17,500 | $ | — | $ | 17,500 | ||||||
Celeste Beeks Mastin (2) | $ | 30,000 | $ | — | $ | 30,000 | ||||||
Anthony J. Sinskey, Sc.D. | $ | 33,750 | $ | — | $ | 33,750 | ||||||
Matthew Strobeck, Ph.D. (2) | $ | — | $ | — | $ | — | ||||||
Robert L. Van Nostrand | $ | 37,500 | $ | — | $ | 37,500 |
(1) | Represents fees for the year 2016. All such fees were paid during 2016. Mr. Strobeck waived all cash compensation for Board and committee membership. |
(2) | Dr. Strobeck and Ms. Mastin resigned from the Company's Board on January 10, 2017, and March 8, 2017, respectively. |
Beneficial Owner | Shares of Common Stock(1) | Options Exercisable Within 60 Days(2) | Warrants Exercisable Within 60 Days (2) | RSUs Vesting Within 60 days(2) | Total Shares Beneficially Owned | Percentage of Outstanding Shares(3) | ||||||||||||
5% Stockholders: | ||||||||||||||||||
Jack W. Schuler(4) 28161 North Keith Drive Lake Forest, IL 60045 | 11,969,795 | — | 2,996,712 | — | 14,966,507 | 47.7 | % | |||||||||||
William P. Scully(5) 771 Manatee Cove Vero Beach, FL 32963 | 2,933,333 | — | — | — | 2,933,333 | 10.3 | % | |||||||||||
Matthew Strobeck (6) C/O Birchview Capital 688 Pine Street, Suite D Burlington, VT 05401 | 2,284,934 | 16,667 | 131,103 | — | 2,432,704 | 8.5 | % | |||||||||||
Directors, Nominees and Named Executive Officers: | ||||||||||||||||||
Oliver P. Peoples (7) | 242,674 | 494,274 | 13,113 | 26,250 | 776,311 | 2.7 | % | |||||||||||
Richard W. Hamilton | — | — | — | — | — | * | ||||||||||||
Peter N. Kellogg | 12,500 | 25,002 | — | — | 37,502 | * | ||||||||||||
Joseph Shaulson (8) | 320,515 | 941,667 | 31,500 | — | 1,293,682 | 4.4 | % | |||||||||||
Anthony J. Sinskey (9) | 72,390 | 21,669 | — | — | 94,059 | * | ||||||||||||
Robert L. Van Nostrand | 34,583 | 24,169 | — | — | 58,752 | * | ||||||||||||
Lynne H. Brum (10) | 76,884 | 140,416 | 13,113 | 19,583 | 249,996 | * | ||||||||||||
Kristi D. Snell (11) | 44,062 | 284,976 | — | 14,583 | 343,621 | 1.2 | % | |||||||||||
All directors and executive officers as a group (9 persons)(12) | 824,892 | 2,083,154 | 57,726 | 67,499 | 3,033,271 | 9.9 | % |
* | less than 1%. |
(1) | Beneficial ownership, as such term is used herein, is determined in accordance with Rule 13d-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, and includes voting and/or investment power with respect to shares of our Common Stock. Unless otherwise indicated, the named person possesses sole voting and investment power with respect to the shares. |
(2) | Consists of shares of Common Stock subject to stock options, warrants and restricted stock units ("RSUs") held by the person that are currently vested or will vest within 60 days after March 17, 2017. |
(3) | Percentages of ownership are based upon 28,402,471 shares of Common Stock issued and outstanding as of March 17, 2017. Shares of Common Stock that may be acquired pursuant to options, warrants and RSUs that are vested and exercisable within 60 days after March 17, 2017, are deemed outstanding for computing the percentage ownership of the person holding such options, but are not deemed outstanding for the percentage ownership of any other person. |
(4) | Information regarding Mr. Schuler is based solely on a Schedule 13D/A filed with the SEC on June 23, 2015. According to such Schedule 13D/A, Mr. Schuler reported sole voting and dispositive power as to 3,684,008 shares and shared voting and dispositive power as to 11,282,499 shares. |
(5) | Information regarding Mr. Scully is based solely on a Schedule 13D/A filed with the SEC on January 7, 2016. According to such Schedule 13D/A, Mr. Scully reported sole voting power and sole dispositive power as to all of the shares. |
(6) | Includes 710,366 shares held by Birchview Fund, LLC and 39,330 shares subject to warrants held by Birchview Fund, LLC. Dr. Strobeck is the sole member of Birchview Capital GP, LLC (the "GP"), the general partner of Birchview Capital, LP (the "Investment Manager"), which is the investment Manager of Birchview Fund, LLC (the "Fund") and the sole member of Birchview Partners, LLC (the "Manager"), which is a member of the Fund. Dr. Strobeck disclaims Section 16 beneficial ownership of the shares of Common Stock held by the Fund (collectively, the "Fund Shares"), except to the extent of his pecuniary interest, if any, in the Fund Shares by virtue of his membership interest in the GP. Also includes 66,664 shares held in accounts for minor children for which Dr. Strobeck serves as a custodian, 14,949 shares held by Dr. Strobeck's spouse as custodian for their children, and 6,819 shares held indirectly by a trust for the benefit of Dr. Strobeck's children. Dr. Strobeck is a trustee of the trust. Dr. Strobeck disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in them, if any. Dr. Strobeck resigned from our Board on January 10, 2017. |
(7) | Includes 15,991 shares held for Dr. Peoples in the Company's 401(k) plan. |
(8) | Includes 14,696 shares held for Mr. Shaulson in the Company's 401(k) plan. |
(9) | Includes 8,224 shares owned by Dr. Sinskey's spouse and 1,666 shares owned by a trust over which Dr. Sinskey may be deemed to share voting and investment power. Dr. Sinskey disclaims beneficial ownership of such shares. |
(10) | Includes 27,092 shares held for Ms. Brum in the Company's 401(k) plan. |
(11) | Includes 25,854 shares held for Dr. Snell in the Company's 401(k) plan. |
(12) | Includes a total of 104,917 shares held for current executive officers and Mr. Shaulson, our former President and Chief Executive Officer, in the Company's 401(k) plan. |
Plan category | 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)) | |||
(a) | (b) | (c) | ||||
Equity compensation plans approved by stockholders (1) | 6,120,383 | $3.30 | 4,234,034 | |||
Equity compensation plans not approved by stockholders (2) | 191,667 | $7.98 | — |
(1) | Consists of the 2006 Stock Option and Incentive Plan and the 2014 Stock Option and Incentive Plan. For a description of these plans see Note 10 to our 2016 Consolidated Financial Statements included in this Annual Report on Form 10-K for the year ended December 31, 2016. |
(2) | Consists of a stock option granted to Mr. Shaulson as an inducement for him to join the Company. These options originally vested over a four year period, but the remaining unvested portion became fully vested upon execution of Mr. Shaulson's separation agreement in November 2016. |
Exhibit Number | Description | |||
(15) | Purchase Agreement between Metabolix, Inc. and CJ Research Center LLC, dated September 16, 2016. | |||
(14) | Amended and Restated Certificate of Incorporation of the Registrant. | |||
(1) | Amended and Restated By-laws of the Registrant. | |||
(1) | Specimen Stock Certificate for shares of the Registrant's Common Stock. |
(12) | Registration Rights Agreement, dated October 7, 2015, between Metabolix, Inc. and Aspire Capital Fund, LLC | |||
†(1) | 2006 Stock Option and Incentive Plan. | |||
†(1) | 2006 Stock Option and Incentive Plan, Form of Incentive Stock Option Agreement. | |||
†(1) | 2006 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Agreement. | |||
†(1) | 2006 Stock Option and Incentive Plan, Form of Director Non-Qualified Stock Option Agreement. | |||
†(9) | 2014 Stock Option and Incentive Plan, Revised and Restated. | |||
†(10) | 2014 Stock Option and Incentive Plan, Form of Incentive Stock Option Award. | |||
†(10) | 2014 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Award. | |||
†(10) | 2014 Stock Option and Incentive Plan, Form of Restricted Stock Unit Award. | |||
†* | Employment Agreement between the Company and Oliver P. Peoples dated March 28, 2017. | |||
†* | Employment Agreement between the Company and Charles B. Haaser dated March 28, 2017. | |||
†(6) | Severance Agreement between the Company and Sarah P. Cecil executed July 1, 2013. | |||
†* | Employment Agreement between the Company and Lynne H. Brum dated March 28, 2017. | |||
†(7) | Employment Agreement between the Company and Joseph Shaulson dated December 19, 2013. | |||
†* | Employment Agreement between the Company and Kristi Snell dated March 28, 2017. | |||
†* | Noncompetition, Confidentiality and Inventions Agreement between the Company and each of Oliver Peoples, Charles Haaser, Lynne H. Brum and Kristi Snell, dated March 28, 2017. | |||
†(8) | Non-Qualified Stock Option Agreement between the Company and Joseph Shaulson dated December 19, 2013. | |||
†(8) | Restricted Stock Unit Award Agreement between the Registrant and Joseph Shaulson dated March 24, 2014. | |||
†(1) | Form of Indemnification Agreement between the Registrant and its Directors and Officers. | |||
(2) | Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated March 30, 2007. | |||
(4) | First Amendment of Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated February 29, 2012. | |||
(7) | Second Amendment of Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated October 24, 2013. | |||
(11) | Securities Purchase Agreement dated June 15, 2015 between the Company and the Investors named therein. | |||
(11) | Standstill Agreement dated June 19, 2015 between the Company and Jack W. Schuler, Renate Schuler and the Schuler Family Foundation. | |||
(13) | Lease Agreement between the Company and ARE MA Region No. 20, LLC dated January 20, 2016 for the premises located at 19 Presidential Way, Woburn, MA | |||
(12) | Common Stock Purchase Agreement, dated October 7, 2015 between Metabolix, Inc. and Aspire Capital Fund, LLC. | |||
†* | Separation Agreement between the Company and Joseph Shaulson, dated as of November 3, 2016. |
*@ | Exclusive License Agreement, dated as of June 30, 2015, between the Company and the University of Massachusetts. | |||
* | Sublease between CJ Research Center LLC and the Company, dated as of September 16, 2016. | |||
(3) | Yield10 Bioscience, Inc. Code of Business Conduct and Ethics. | |||
(5) | Subsidiaries of the Registrant. | |||
* | Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm. | |||
* | Consent of RSM US LLP, an independent registered public accounting firm. | |||
24.1 | Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K). | |||
* | Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. | |||
* | Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. | |||
* | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
101.1 | * | The following financial information from the Yield10 Bioscience, Inc. Annual Report on Form 10-K for the year ended December 31, 2016 formatted in XBRL; (i) Consolidated Balance Sheets, December 31, 2016 and December 31, 2015; (ii) Consolidated Statements of Operations, Years Ended December 31, 2016 and 2015; (iii) Consolidated Statements of Comprehensive Income (Loss), Years Ended December 31, 2016 and 2015; (iv) Consolidated Statements of Cash Flows, Years Ended December 31, 2016 and 2015; and (v) Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2016 and 2015; and (vi) Notes to Consolidated Financial Statements. | ||
101.INS | * | XBRL Instance Document. | ||
101.SCH | * | XBRL Taxonomy Extension Schema. | ||
101.CAL | * | XBRL Taxonomy Extension Calculation Linkbase. | ||
101.DEF | * | XBRL Taxonomy Extension Definition Linkbase. | ||
101.LAB | * | XBRL Taxonomy Extension Label Linkbase. | ||
101.PRE | * | XBRL Taxonomy Extension Presentation Linkbase. |
† | Indicates a management contract or any compensatory plan, contract or arrangement. |
* | Filed herewith |
@ | Confidential treatment has been requested for certain portions of this document. |
(1) | Incorporated by reference herein to the exhibits to the Company's Registration Statement on Form S-1 (File No. 333-135760) |
(2) | Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-33133) |
(3) | Incorporated by reference herein to the exhibits to the Company's 2011 Annual Report on Form 10-K filed March 12, 2012 (File No. 001-33133) |
(4) | Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 001-33133) |
(5) | Incorporated by reference herein to the exhibits to the Company's 2012 Annual Report on Form 10-K filed March 28, 2013 (File No. 001-33133) |
(6) | Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 001-33133) |
(7) | Incorporated by reference herein to the exhibits to the Company's 2013 Annual Report on Form 10-K filed March 28, 2014 (File No. 001-33133) |
(8) | Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 001-33133) |
(9) | Incorporated herein by reference herein to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-33133) |
(10) | Incorporated by reference herein to the exhibits to the Company's 2014 Annual Report on Form 10-K filed March 25, 2015 (File No. 001-33133) |
(11) | Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on June 17, 2015 (File No. 001-33133) |
(12) | Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on October 7, 2015 (File No. 001-33133) |
(13) | Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on January 26, 2016 (File No. 001-33133) |
(14) | Incorporated by reference herein to the exhibits to the Company's Report on Form 10-Q filed filed for the quarter ended September 30, 2015 (File No. 001-33133) |
(15) | Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on September 21, 2016 (File No. 001-33133) |
YIELD10 BIOSCIENCE, INC. | |||
March 30, 2017 | By: | /s/ OLIVER P. PEOPLES | |
Dr. Oliver P. Peoples, Ph.D. President and Chief Executive Officer (Principal Executive Officer) |
Name | Title | Date | ||
/s/ OLIVER P. PEOPLES | President and Chief Executive Officer and Director (Principal Executive Officer) | March 30, 2017 | ||
Oliver P. Peoples | ||||
/s/ CHARLES B. HAASER | Vice President, Finance, and Chief Accounting Officer (Principal Financial and Accounting Officer) | March 30, 2017 | ||
Charles B. Haaser | ||||
/s/ PETER N. KELLOGG | Director | March 30, 2017 | ||
Peter N. Kellogg | ||||
Director | March 30, 2017 | |||
Richard W. Hamilton, Ph.D. | ||||
/s/ JOSEPH SHAULSON | Director | March 30, 2017 | ||
Joseph Shaulson | ||||
/s/ ANTHONY J. SINSKEY | Director | March 30, 2017 | ||
Anthony J. Sinskey, Sc.D. | ||||
/s/ ROBERT L. VAN NOSTRAND | Chairman | March 30, 2017 | ||
Robert L. Van Nostrand |
December 31, 2016 | December 31, 2015 | |||||||
Assets | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 7,309 | $ | 12,269 | ||||
Accounts receivable | 66 | 238 | ||||||
Due from related parties | 1 | 146 | ||||||
Unbilled receivables | 121 | 150 | ||||||
Inventory | — | 51 | ||||||
Prepaid expenses and other current assets | 363 | 1,668 | ||||||
Assets of disposal group classified as held for sale | — | 328 | ||||||
Total current assets | 7,860 | 14,850 | ||||||
Restricted cash | 432 | 619 | ||||||
Property and equipment, net | 1,739 | 105 | ||||||
Deferred equity financing costs | 622 | 619 | ||||||
Other assets | 95 | 95 | ||||||
Other assets of disposal group classified as held for sale | — | 800 | ||||||
Total assets | $ | 10,748 | $ | 17,088 | ||||
Liabilities and Stockholders' Equity | ||||||||
Current Liabilities: | ||||||||
Accounts payable | $ | 56 | $ | 120 | ||||
Accrued expenses | 2,702 | 3,513 | ||||||
Deferred revenue | — | 277 | ||||||
Total current liabilities | 2,758 | 3,910 | ||||||
Lease incentive obligation, net of current portion | 1,132 | — | ||||||
Contract termination obligation, net of current portion (Note 14) | 489 | — | ||||||
Other long-term liabilities | — | 150 | ||||||
Total liabilities | 4,379 | 4,060 | ||||||
Commitments and contingencies (Note 7) | ||||||||
Stockholders' Equity: | ||||||||
Preferred stock ($0.01 par value per share); 5,000,000 shares authorized; no shares issued or outstanding | — | — | ||||||
Common stock ($0.01 par value per share); 250,000,000 shares authorized at December 31, 2016; 28,342,625 and 27,331,435 shares issued and outstanding at December 31, 2016 and 2015, respectively | 283 | 273 | ||||||
Additional paid-in capital | 339,527 | 338,580 | ||||||
Accumulated other comprehensive loss | (84 | ) | (72 | ) | ||||
Accumulated deficit | (333,357 | ) | (325,753 | ) | ||||
Total stockholders' equity | 6,369 | 13,028 | ||||||
Total liabilities and stockholders' equity | $ | 10,748 | $ | 17,088 |
Years Ended December 31, | ||||||||
2016 | 2015 | |||||||
Revenue: | ||||||||
Grant revenue | $ | 1,159 | $ | 1,350 | ||||
Total revenue | 1,159 | 1,350 | ||||||
Expenses: | ||||||||
Research and development | 5,670 | 6,602 | ||||||
General and administrative | 5,737 | 7,217 | ||||||
Total expenses | 11,407 | 13,819 | ||||||
Loss from continuing operations | (10,248 | ) | (12,469 | ) | ||||
Other income (expense), net | (38 | ) | 29 | |||||
Net loss from continuing operations before income tax benefit | (10,286 | ) | (12,440 | ) | ||||
Income tax benefit | 1,097 | — | ||||||
Net loss from continuing operations | (9,189 | ) | (12,440 | ) | ||||
Discontinued operations | ||||||||
Income (loss) from discontinued operations | 2,682 | (11,241 | ) | |||||
Income tax provision | (1,097 | ) | — | |||||
Total net income (loss) from discontinued operations | 1,585 | (11,241 | ) | |||||
Net loss | $ | (7,604 | ) | $ | (23,681 | ) | ||
Basic and Diluted net loss per share: | ||||||||
Net loss from continuing operations | $ | (0.33 | ) | $ | (0.50 | ) | ||
Net income (loss) from discontinued operations | 0.06 | (0.45 | ) | |||||
Net loss per share | $ | (0.27 | ) | $ | (0.95 | ) | ||
Number of shares used in per share calculations: | ||||||||
Basic & Diluted | 27,811,956 | 25,007,351 |
Years Ended December 31, | ||||||||
2016 | 2015 | |||||||
Net loss | $ | (7,604 | ) | $ | (23,681 | ) | ||
Other comprehensive income (loss): | ||||||||
Change in foreign currency translation adjustment | (12 | ) | (8 | ) | ||||
Total other comprehensive income (loss) | (12 | ) | (8 | ) | ||||
Comprehensive loss | $ | (7,616 | ) | $ | (23,689 | ) |
Years Ended December 31, | ||||||||
2016 | 2015 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (7,604 | ) | $ | (23,681 | ) | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
Depreciation | 515 | 265 | ||||||
Charge for 401(k) company common stock match | 281 | 323 | ||||||
Stock-based compensation | 848 | 2,128 | ||||||
Inventory impairment | 199 | 209 | ||||||
Gain on sale of discontinued operation and property and equipment | (9,833 | ) | (33 | ) | ||||
Non-cash restructuring expense paid through stock and equipment | 196 | — | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 172 | (193 | ) | |||||
Due from related parties | 145 | (34 | ) | |||||
Unbilled receivables | 29 | 270 | ||||||
Inventory | 180 | (2 | ) | |||||
Prepaid expenses and other assets | 1,302 | (1,081 | ) | |||||
Accounts payable | (51 | ) | (226 | ) | ||||
Accrued expenses | (845 | ) | 62 | |||||
Contract termination obligation and other long-term liabilities | 339 | — | ||||||
Deferred revenue | (277 | ) | 130 | |||||
Taxes paid on employees' behalf related to vesting of stock awards | (296 | ) | — | |||||
Net cash used in operating activities | (14,700 | ) | (21,863 | ) | ||||
Cash flows from investing activities | ||||||||
Purchase of property and equipment | (752 | ) | (654 | ) | ||||
Proceeds from sale of discontinued operation and property and equipment | 10,317 | 40 | ||||||
Change in restricted cash | 187 | — | ||||||
Net cash provided (used) by investing activities | 9,752 | (614 | ) | |||||
Cash flows from financing activities | ||||||||
Proceeds from private placement offering | — | 14,703 | ||||||
Net cash provided by financing activities | — | 14,703 | ||||||
Effect of exchange rate changes on cash and cash equivalents | (12 | ) | (3 | ) | ||||
Net decrease in cash and cash equivalents | (4,960 | ) | (7,777 | ) | ||||
Cash and cash equivalents at beginning of period | 12,269 | 20,046 | ||||||
Cash and cash equivalents at end of period | $ | 7,309 | $ | 12,269 | ||||
Supplemental disclosure of non-cash information: | ||||||||
Purchase of property and equipment included in accounts payable and accrued expenses | $ | — | $ | 68 | ||||
Lease incentive paid by lessor | $ | 1,332 | $ | — | ||||
Transfer of equipment to settle contractual liability | $ | 111 | $ | — | ||||
Issuance of common stock to settle contractual liability | $ | 85 | $ | — | ||||
Issuance of stock in connection with Aspire agreement | $ | — | $ | 450 | ||||
Restricted stock units issued to settle incentive compensation obligation | $ | — | $ | 305 |
Series B | |||||||||||||||||||||||||||||
Preferred Stock | Common Stock | ||||||||||||||||||||||||||||
Shares | Par Value | Shares | Par Value | Additional Paid-In Capital | Accumulated other Comprehensive Income (loss) | Accumulated Deficit | Total Stockholders' Equity | ||||||||||||||||||||||
Balance, December 31, 2014 | — | $ | — | 22,530,322 | $ | 225 | $ | 320,707 | $ | (64 | ) | $ | (302,072 | ) | $ | 18,796 | |||||||||||||
Non-cash stock-based compensation expense | — | — | — | — | 2,128 | — | — | 2,128 | |||||||||||||||||||||
Restricted stock units issued to settle incentive compensation obligation | — | — | — | — | 305 | — | — | 305 | |||||||||||||||||||||
Issuance of common stock for 401k match | — | — | 131,113 | 1 | 334 | — | — | 335 | |||||||||||||||||||||
Issuance of stock in connection with private placement, net offering costs of $297 | — | — | 4,370,000 | 44 | 14,659 | — | — | 14,703 | |||||||||||||||||||||
Issuance of common stock in connection with Aspire agreement | — | — | 300,000 | 3 | 447 | — | — | 450 | |||||||||||||||||||||
Effect of foreign currency translation | — | — | — | — | — | (8 | ) | — | (8 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | — | (23,681 | ) | (23,681 | ) | |||||||||||||||||||
Balance, December 31, 2015 | — | $ | — | 27,331,435 | $ | 273 | $ | 338,580 | $ | (72 | ) | $ | (325,753 | ) | $ | 13,028 | |||||||||||||
Non-cash stock-based compensation expense | — | — | — | — | 848 | — | — | 848 | |||||||||||||||||||||
Issuance of common stock for 401k match | — | — | 319,309 | 3 | 317 | — | — | 320 | |||||||||||||||||||||
Issuance of stock for restricted stock unit release, net of 188,500 shares withheld for employee taxes (See Note 10) | — | — | 416,881 | 4 | (300 | ) | — | — | (296 | ) | |||||||||||||||||||
Issuance of stock in connection with contract termination | — | — | 275,000 | 3 | 82 | — | — | 85 | |||||||||||||||||||||
Effect of foreign currency translation | — | — | — | — | — | (12 | ) | — | (12 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | — | (7,604 | ) | (7,604 | ) | |||||||||||||||||||
Balance, December 31, 2016 | — | $ | — | 28,342,625 | $ | 283 | $ | 339,527 | $ | (84 | ) | $ | (333,357 | ) | $ | 6,369 |
Asset Description | Estimated Useful Life | |
Equipment | 2.5 - 3 years | |
Furniture and Fixtures | 5 | |
Software | 3 | |
Leasehold improvements | Shorter of useful life or term of lease |
Year Ended December 31, | |||||||
2016 | 2015 | ||||||
Options | 898,711 | 943,197 | |||||
Restricted stock awards | 707,581 | 946,074 | |||||
Warrants | 3,933,000 | 2,144,293 | |||||
Total | 5,539,292 | 4,033,564 |
Year ended December 31, | |||||||||
2016 | 2015 | ||||||||
Equipment | $ | 1,048 | $ | 1,049 | |||||
Furniture and fixtures | 226 | 220 | |||||||
Leasehold improvements | 1,825 | 1,265 | |||||||
Software | 116 | 283 | |||||||
Total property and equipment, at cost | 3,215 | 2,817 | |||||||
Less: Accumulated depreciation | (1,476 | ) | (2,712 | ) | |||||
Property and equipment, net | $ | 1,739 | $ | 105 |
Year ended December 31, | |||||||||
2016 | 2015 | ||||||||
Employee compensation and benefits | $ | 713 | $ | 2,114 | |||||
Commercial manufacturing | 939 | 465 | |||||||
Professional services | 459 | 431 | |||||||
Other | 591 | 503 | |||||||
Total accrued expenses | $ | 2,702 | $ | 3,513 |
Year ended December 31, | Minimum lease payment | |||
2017 | $ | 836 | ||
2018 | 802 | |||
2019 | 828 | |||
2020 | 705 | |||
2021 | 624 | |||
2022 and thereafter | 3,348 | |||
Total | $ | 7,143 |
Year ended December 31, | Amount | |||
2017 | $ | 1,000 | ||
2018 | 500 | |||
2019 and thereafter | — | |||
Total | $ | 1,500 |
Number of Shares | Weighted Average Exercise Price | Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||
Balance at December 31, 2015 | 904,133 | $26.58 | |||||||
Granted | 5,365,000 | 0.53 | |||||||
Exercised | — | — | |||||||
Forfeited | (42,410 | ) | 6.68 | ||||||
Expired | (175,956 | ) | 32.44 | ||||||
Balance at December 31, 2016 | 6,050,767 | 3.45 | 8.82 | $— | |||||
Vested and expected to vest at December 31, 2016 | 5,780,598 | 3.58 | 8.77 | — | |||||
Exercisable at December 31, 2016 | 1,422,694 | 12.85 | 5.60 | — |
Year Ended December 31, | ||||
2016 | 2015 | |||
Expected dividend yield | — | — | ||
Risk-free rate | 1.24% - 2.04% | 1.32% - 1.69% | ||
Expected option term (in years) | 5.4-5.7 | 5.5-5.9 | ||
Volatility | 93% - 96% | 88% - 91% |
Number of RSUs | Weighted Average Remaining Contractual Life (years) | |||
Outstanding at December 31, 2015 | 1,286,773 | |||
Awarded | — | |||
Released | (605,381 | ) | ||
Forfeited | (420,109 | ) | ||
Outstanding at December 31, 2016 | 261,283 | 1.25 | ||
Vested and expected to vest as of December 31, 2016 | 202,710 | 1.21 | ||
Weighted average remaining recognition period (years) | 2.25 | |||
Weighted average grant date fair value of RSUs granted during the year ended December 31, 2016 | $ | — |
Year Ended December 31, | |||||||||
2016 | 2015 | ||||||||
Domestic | $ | (10,318 | ) | $ | (12,406 | ) | |||
Foreign | 48 | 21 | |||||||
Loss before taxes | $ | (10,270 | ) | $ | (12,385 | ) |
Year Ended December 31, | |||||||||
2016 | 2015 | ||||||||
Deferred Tax Assets: | |||||||||
Net operating loss carryforward | $ | 25,182 | $ | 9,904 | |||||
Capitalization of research and development expense | 2,634 | 15,070 | |||||||
Credit carryforwards | 2,048 | 1,312 | |||||||
Depreciation | 1,505 | 2,148 | |||||||
Stock compensation | 2,414 | 4,902 | |||||||
Other temporary differences | 1,202 | 1,186 | |||||||
Total deferred tax assets. | 34,985 | 34,522 | |||||||
Valuation allowance | (34,985 | ) | (34,522 | ) | |||||
Net deferred tax assets | — | — | |||||||
Deferred Tax Liabilities: | |||||||||
Other temporary differences | — | — | |||||||
Net deferred taxes | $ | — | $ | — |
Year Ended December 31, | |||||||
2016 | 2015 | ||||||
Federal income tax at statutory federal rate | 34.0 | % | 34.0 | % | |||
State taxes | 5.0 | % | 5.0 | % | |||
Permanent differences | (1.9 | )% | (3.9 | )% | |||
Tax credits | 7.4 | % | 6.9 | % | |||
State rate change on deferred balances | (0.6 | )% | (0.1 | )% | |||
Impact of ownership change | (6.1 | )% | 3.3 | % | |||
Stock compensation | (22.9 | )% | 0.0 | % | |||
Other | (0.5 | )% | 0.6 | % | |||
Change in valuation allowance | (3.7 | )% | (45.8 | )% | |||
Total | 10.7 | % | 0.0 | % |
Biopolymer Production Agreements | Employee Severance and Related Costs | Total | |||||||
Original Charges and Amounts Accrued | $ | 2,641 | $ | 322 | $ | 2,963 | |||
Adjustments to Charges | — | 562 | 562 | ||||||
Paid in Cash | (1,023 | ) | (258 | ) | (1,281 | ) | |||
Paid through Stock and Equipment | (196 | ) | — | (196 | ) | ||||
Ending Balance Accrued at December 31, 2016 | $ | 1,422 | $ | 626 | $ | 2,048 |
Year Ended December 31, | |||||||
2016 | 2015 | ||||||
Total revenue | $ | 4,945 | $ | 1,244 | |||
Costs and expenses: | |||||||
Cost of product revenue | 793 | 660 | |||||
Research and development | 9,854 | 9,970 | |||||
Selling, general and administrative | 1,449 | 1,888 | |||||
Net gain on sales of biopolymer assets | (9,833 | ) | — | ||||
Other expense | — | (33 | ) | ||||
Total costs and expenses | 2,263 | 12,485 | |||||
Income (loss) from discontinued operations before income tax provision | $ | 2,682 | $ | (11,241 | ) | ||
Income tax provision | (1,097 | ) | — | ||||
Total net income (loss) from discontinued operations | $ | 1,585 | $ | (11,241 | ) |
Year Ended December 31, | |||||||
2016 | 2015 | ||||||
Non-cash operating items: | |||||||
Depreciation | $ | 326 | $ | 147 | |||
Charge for 401(k) company common stock match | $ | 118 | $ | 167 | |||
Stock-based compensation | $ | 217 | $ | 663 | |||
Inventory impairment | $ | 199 | $ | 209 | |||
Non-cash restructuring expense paid through stock and equipment | $ | 196 | $ | — | |||
Gain on sale of discontinued operation and property and equipment | $ | (9,833 | ) | $ | (33 | ) | |
Investing item: | |||||||
Purchases of property and equipment | $ | 193 | $ | 615 |
U.S. | Canada | Eliminations | Total | |||||||||||||
Year Ended December 31, 2016 | ||||||||||||||||
Net revenues to unaffiliated customers | $ | 1,159 | $ | — | $ | — | $ | 1,159 | ||||||||
Inter-geographic revenues | — | 906 | (906 | ) | — | |||||||||||
Net revenues | $ | 1,159 | $ | 906 | $ | (906 | ) | $ | 1,159 | |||||||
Identifiable long-lived assets | $ | 1,739 | $ | — | $ | — | $ | 1,739 | ||||||||
Year Ended December 31, 2015 | ||||||||||||||||
Net revenues to unaffiliated customers | $ | 1,349 | $ | 1 | $ | — | $ | 1,350 | ||||||||
Inter-geographic revenues | — | 769 | (769 | ) | — | |||||||||||
Net revenues | $ | 1,349 | $ | 770 | $ | (769 | ) | $ | 1,350 | |||||||
Identifiable long-lived assets | $ | 103 | $ | 2 | $ | — | $ | 105 |
1. | Employment. |
1.1 | General. The Company will employ you as President and Chief Executive Officer of the Company, reporting to the Company’s Board of Directors, and you shall have the responsibilities, duties and authority commensurate with that position. You will also perform such reasonable other and/or different services for the Company, in addition to your primary duties as President and Chief Executive Officer as may be assigned to you from time to time. You agree that if your employment hereunder ends for any reason, you will tender to the Company your resignation of all offices with the Company as of the date of your termination, such resignation not being relevant to the issue of the reason for your termination under this Agreement. |
1.2 | Devotion to Duties. While you are employed hereunder, you will use your best efforts, skills and abilities to perform faithfully all duties assigned to you pursuant to this Agreement and will devote your full business time and energies to the business and affairs of the Company. While you are employed hereunder, you will not undertake any other employment from any person or entity without the prior written consent of the Company. |
2. | Term. The Company agrees to continue to employ you, and you agree to continue to serve the Company, on an “at will” basis, which means that, subject to the payment obligations imposed on the Company pursuant to this Agreement, either the Company or you may terminate employment with the Company at any time, with or without Cause, as provided in Section 4 below. The period commencing with the Start Date and ending on the effective date of any termination of employment in accordance with the provisions hereof shall constitute the term of this Agreement (“Agreement Term”). |
3. | Compensation. |
3.1 | Base Salary. While you are employed hereunder, the Company will pay you a base salary at the annual rate of no less than $225,000 per year (the “Base Salary”). You may be eligible for an annual salary increase in the good faith determination of the Company and the Compensation Committee of its Board of Directors. The Company will pay such Base Salary on a semi-monthly basis in accordance with the Company’s normal payroll practices and will deduct from each monthly salary payment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which you participate. |
3.2 | Equity Compensation. The Company, in the Board’s sole discretion, may from time to time grant to you stock options, restricted stock or other forms of equity compensation pursuant to the Metabolix, Inc. 2014 Stock Plan or any other authorized stock plan in effect at the time. |
3.3 | Vacation. You will be entitled to paid vacation, sick time, and paid holidays, accrued and used in accordance with the Company’s policies as in effect from time to time. All vacation days will be taken at times mutually agreed by you and the Company and will be subject to the business needs of the Company. For the purpose of clarity, under the current policy, you accrue five (5) weeks (i.e. 25 days) of vacation each year. |
3.4 | Fringe Benefits. You may be entitled to participate in the employee benefit plans which the Company provides or may establish for the benefit of its senior executives (for example, group life, disability, medical, dental and other insurance, retirement, pension, profit-sharing and similar plans) (collectively, the “Fringe Benefits”). Your eligibility to participate in the Fringe Benefits and receive benefits thereunder will be subject to the plan documents governing such Fringe Benefits. Nothing contained herein will require the Company to establish or maintain any Fringe Benefits. |
3.5 | Reimbursement of Certain Expenses. You shall be reimbursed for reasonable and necessary business expenses incurred by you while you are employed by the Company, which are directly related to the furtherance of the Company’s business. You must submit any request for reimbursement no later than ninety (90) days following the date that such business expense is incurred in accordance with the Company’s reimbursement policy regarding same, and business expenses must be substantiated by appropriate receipts and documentation. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the rules and regulations thereunder (“Section 409A”) including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the Agreement Term; (ii) the amount |
4. | Termination. This Agreement shall terminate upon the occurrence of any of the following: |
4.1 | Termination by Employee. You may terminate this Agreement with or without Good Reason (as defined herein). Termination without Good Reason shall require 30 days’ prior written notice to the Company. Termination for Good Reason must occur within a period of 90 days after the occurrence of an event of Good Reason. |
4.2 | Good Reason. As used in this Agreement, “Good Reason” means that you have complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in your responsibilities, authority or duties or the assignment to you of duties materially inconsistent with this Agreement; (ii) a diminution in your Base Salary below the minimum Base Salary set forth herein; (iii) the relocation of your principal place of business beyond 40 road miles from Woburn, MA; (iv) the material breach of this Agreement by the Company; or (v) a change in your reporting relationship as made by the Board of Directors. “Good Reason Process” shall mean that (i) you reasonably determine in good faith that a “Good Reason” condition has occurred; (ii) you notify the Company in writing of the occurrence of the Good Reason condition within 60 days of the occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) you terminate your employment within 60 days after the end of the Cure Period. If the Company permanently cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. |
4.3 | Termination by Company. This Agreement shall terminate, at the election of the Company, with or without Cause. For purposes of this Agreement, a termination shall be considered to be “for Cause” if it occurs in conjunction with a determination by the Board that any of the following has occurred: |
a) | Your conviction of, pleading guilty to, or confession to a felony or any crime involving any act of dishonesty, fraud, misappropriation or embezzlement; |
b) | Your misconduct or gross negligence in connection with the performance of your duties hereunder; |
c) | Your commission of fraud, disloyalty, or unprofessional conduct which does, or likely is to be, materially injurious to the Company, its financial condition, or its reputation; |
d) | Your willful and continued failure to perform your duties with the Company (other than any such failure resulting from your Disability); |
e) | Your material breach of the covenants set forth in Section 7 of this Agreement, or material breach of any other provisions of this Agreement. |
4.4 | Death or Disability. This Agreement shall terminate upon your death or disability. If you shall be disabled so as to be unable to perform the essential functions of your position under this Agreement with or without reasonable accommodation, the Board may remove you from any responsibilities and/or reassign you to another position with the Company during the period of such disability, and such reassignment shall not trigger a Good Reason termination as provided herein. Notwithstanding any such removal or reassignment, you shall continue to receive your Base Salary (less any disability pay or sick pay benefits to which you may be entitled under the Company’s policies) and benefits under this Agreement (except to the extent that you may be ineligible for one or more such benefits under applicable plan terms) for a period of three months, and your employment may be terminated by the Company at any time, with or without notice, thereafter. |
5. | Effect of Termination. |
5.1 | Termination for Cause, Death, Disability or Voluntary Resignation. In the event (i) your employment is terminated for Cause; (ii) your employment is terminated for |
5.2 | Termination Without Cause or Resignation for Good Reason. In the event that (i) you are terminated without Cause; or (ii) you resign for Good Reason, and contingent on your executing and not revoking a separation agreement in a form prepared by and acceptable to the Company, which shall include, at a minimum, a full release of all claims against the Company, as well as non-disparagement and confidentiality provisions in favor of the Company, with standard exceptions for vested benefits and equity interests, rights to indemnification, and exceptions for all claims not waivable under applicable law (the “Release”) and provided the Release becomes irrevocable within thirty (30) days after the date of termination, you shall be entitled, in addition to the Accrued Obligations, to receive the following (the “Separation Benefits”): |
a) | lump-sum severance pay in an amount equal to the greater of: (1) twenty-four (24) months of your Base Salary in effect at the time of termination; or (2) $480,000.00, less all required withholdings and deductions, to be paid on the next pay period after the date the Release becomes effective and irrevocable; provided, however, that if the 30 day period in which the Release must become enforceable and irrevocable begins in one year and ends in the following year, the Company shall make the lump sum payment on the first pay period in the second year. |
b) | lump-sum pro rata portion of your then-current target bonus, if any, in effect for the calendar year in which such termination occurs, but not less than a pro rata portion of $180,000.00, less all required withholdings and deductions, to be paid on the next pay period after the date the Release becomes effective and irrevocable; provided, however, that if the 30 day period in which the Release must become enforceable and irrevocable begins in one year and ends in the following year, the Company shall make the lump sum payment on the first pay period in the second year; |
c) | subject to your election under COBRA, payment of COBRA premiums to maintain medical and dental benefits, if any, in effect at the time of termination until the earlier of (x) 24 months following the termination and (y) the date you become insured under a medical insurance plan providing similar benefits to that of the Company plan. |
5.3 | Termination Without Cause or Resignation for Good Reason After a Change of Control. In the event that your employment is terminated by the Company without Cause or by you for Good Reason (each, as defined herein) within the twenty-four (24) month period immediately following, or within the two month period immediately prior, to Change of Control (as defined herein), and contingent on your executing a Release (as defined herein) and provided the Release becomes irrevocable within thirty (30) days after the date of termination, you shall be entitled, in addition to the Accrued Obligations and Separation Benefits described above, to all outstanding unvested options granted to you under the Metabolix Inc. 1995 Stock Plan, the Metabolix Inc. 2005 Stock Plan, the Metabolix, Inc. 2014 Stock Plan, or any authorized successor stock plan, and all such outstanding unvested options will fully vest and become exercisable as of the date of termination, provided that the conditions to vesting other than the passage of time have been satisfied. |
5.4 | “Change of Control”. As used herein, a “Change of Control” shall occur or be deemed to have occurred only upon any one or more of the following events: |
a) | any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any currently existing equity investors, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company, in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company, representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or |
b) | persons who, as of the date this Agreement is signed, constituted the Company’s Board of Directors (the “Incumbent Board”) cease for any reason including, without limitation, as a result of a tender offer, proxy contest, merger, consolidation or similar transaction, to constitute at least a majority of the Board of Directors, provided that any person becoming a director of |
c) | the consummation of a merger or consolidation of the Company with any other corporation or other entity, other than (1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; or |
d) | the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. |
5.5 | Excise Tax. You agree that the payments and benefits hereunder, and under all other contracts, arrangements or programs that apply to you (the “Company Payments”), shall be reduced to an amount that is one dollar less than the amount that would trigger an excise tax under Section 4999 of the Code, as determined in good faith by the Company’s independent public accountants, provided, however, that the reduction shall occur only if the reduced Company Payments received by you (after taking into account further reductions for applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Company Payments to be received by you minus (i) the excise tax payable with respect to such Company Payments under Section 4999 of the Code; and (ii) all applicable federal, state and local income, social security and other taxes on such Company Payments. You and the Company agree to cooperate in good faith with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties with respect to payments or benefits that you receive. In the event that such payments are required to be reduced pursuant to this Section, such payments shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits, and |
5.6 | Separation from Service. Notwithstanding anything set forth in this Agreement, a termination of your employment triggering payment of benefits under Section 5 of this Agreement shall be deemed not to have occurred until such time as you incur a “separation from service” with the Company in accordance with Section 409A(a)(2)(A)(i) of the Code and the applicable provisions of Treasury Regulation Section 1.409A-1(h). |
5.7 | Section 409A. Notwithstanding anything set forth in this Agreement, if at the time of your “separation from service,” the Company determines that the you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to additional tax under Section 409A(a) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Solely for purposes of Section 409A of the Code, each installment payment described in Section 5 is considered a separate payment. |
6. | Taxes. All payments required to be made by the Company to you under this Agreement shall be subject to the withholding of such amounts for taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. To the extent applicable, it is intended that this Agreement be exempt from, or comply with, the provisions of Section 409A of the Code, and this Agreement shall be construed and applied in a manner consistent with this intent. In the event that any severance payments or benefits hereunder are determined by the Company to be in the nature of nonqualified deferred compensation payments, you and the Company hereby agree to take such actions as may be mutually agreed to ensure that such payments or benefits comply with the applicable provisions of Section 409A of the Code and the official guidance issued thereunder. Notwithstanding the foregoing, the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement. |
7. | Noncompetition, Nonsolicitation, Confidentiality and Inventions Obligations. As a condition of employment, you must execute, and abide by the obligations in, the enclosed Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement simultaneously with the execution of this Agreement. |
8. | Disclosure to Future Employers. You will provide, and the Company, in its discretion, may similarly provide, a copy of the covenants contained in the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement to any business or enterprise which you may, directly or indirectly, own, manage, operate, finance, join, control or in which you may participate in the ownership, management, operation, financing, or control, or with which you may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise. |
9. | Representations. You hereby represent and warrant to the Company that you understand this Agreement, that you enter into this Agreement voluntarily and that your employment under this Agreement will not conflict with any legal duty owed by you to any other party. |
10. | General. |
10.1 | Notices. All notices, requests, consents and other communications hereunder which are required to be provided, or which the sender elects to provide, in writing, will be addressed to the receiving party’s address set forth above or to such other address as a party may designate by notice hereunder, and will be either (i) delivered by hand, (ii) sent by overnight courier, or (iii) sent by registered or certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder will be deemed to have been given either (i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party |
10.2 | Entire Agreement. This Agreement, together with any Stock Option Agreements executed by you and the Company (either prior to or in conjunction with this Agreement) and the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement, embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. |
10.3 | Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto. |
10.4 | Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver or consent. |
10.5 | Assignment. The Company shall cause its rights and obligations hereunder to be assumed by any person or entity that succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which you are principally involved and may assign its rights and obligations hereunder to any Company affiliate. You may not assign your rights and obligations under this Agreement without the prior written consent of the Company and any such attempted assignment by you without the prior written consent of the Company will be void; provided, however, in the event of your death, your rights, compensation and benefits under this Agreement shall inure to the benefit of your estate, such that, for example, stock issuable to you, and awards and payments payable to you, shall be issued and paid to your estate. |
10.6 | Governing Law. This Agreement and the rights and obligations of the parties hereunder will be construed in accordance with and governed by the law of Massachusetts, without giving effect to the conflict of law principles thereof. |
10.7 | Jury Waiver. YOU AND THE COMPANY AGREE TO WAIVE TRIAL BY JURY IN CONNECTION WITH ANY ACTION ARISING FROM OR RELATING TO THIS AGREEMENT. |
10.8 | Severability. The parties intend this Agreement to be enforced as written. However, if any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. |
10.9 | Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof. |
10.10 | Acknowledgments. You recognize and agree that the enforcement of the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement is necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company. You agree that, due to the proprietary nature of the Company’s business, the restrictions set forth in the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement are reasonable as to time and scope. |
10.11 | Counterparts. This Agreement may be executed counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. |
1. | Employment. |
1.1 | General. The Company will employ you as Vice President of Finance & Chief Accounting Officer, reporting to the Company’s Chief Executive Officer, and you shall have the responsibilities, duties and authority commensurate with that position. You will also perform such reasonable other and/or different services for the Company, in addition to your primary duties as Vice President of Finance & Chief Accounting Officer as may be assigned to you from time to time. You agree that if your employment hereunder ends for any reason, you will tender to the Company your resignation of all offices with the Company as of the date of your termination, such resignation not being relevant to the issue of the reason for your termination under this Agreement. |
1.2 | Devotion to Duties. While you are employed hereunder, you will use your best efforts, skills and abilities to perform faithfully all duties assigned to you pursuant to this Agreement and will devote your full business time and energies to the business and affairs of the Company. While you are employed hereunder, you will not undertake any other employment from any person or entity without the prior written consent of the Company. |
2. | Term. The Company agrees to continue to employ you, and you agree to continue to serve the Company, on an “at will” basis, which means that, subject to the payment obligations imposed on the Company pursuant to this Agreement, either the Company or you may terminate employment with the Company at any time, with or without Cause, as provided in Section 4 below. The period commencing with the Start Date and ending on the effective date of any termination of employment in accordance with the provisions hereof shall constitute the term of this Agreement (“Agreement Term”). |
3. | Compensation. |
3.1 | Base Salary. While you are employed hereunder, the Company will pay you a base salary at the annual rate of no less than $205,000 per year (the “Base Salary”). You may be eligible for an annual salary increase in the good faith determination of the Company and the Compensation Committee of its Board of Directors. The Company will pay such Base Salary on a semi-monthly basis in accordance with the Company’s normal payroll practices and will deduct from each monthly salary payment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which you participate. |
3.2 | Equity Compensation. The Company, in the Board’s sole discretion, may from time to time grant to you stock options, restricted stock or other forms of equity compensation pursuant to the Metabolix, Inc. 2014 Stock Plan or any other authorized stock plan in effect at the time. |
3.3 | Vacation. You will be entitled to paid vacation, sick time, and paid holidays, accrued and used in accordance with the Company’s policies as in effect from time to time. All vacation days will be taken at times mutually agreed by you and the Company and will be subject to the business needs of the Company. For the purpose of clarity, under the current policy, you accrue five (5) weeks (i.e. 25 days) of vacation each year. |
3.4 | Fringe Benefits. You may be entitled to participate in the employee benefit plans which the Company provides or may establish for the benefit of its senior executives (for example, group life, disability, medical, dental and other insurance, retirement, pension, profit-sharing and similar plans) (collectively, the “Fringe Benefits”). Your eligibility to participate in the Fringe Benefits and receive benefits thereunder will be subject to the plan documents governing such Fringe Benefits. Nothing contained herein will require the Company to establish or maintain any Fringe Benefits. |
3.5 | Reimbursement of Certain Expenses. You shall be reimbursed for reasonable and necessary business expenses incurred by you while you are employed by the Company, which are directly related to the furtherance of the Company’s business. You must submit any request for reimbursement no later than ninety (90) days following the date that such business expense is incurred in accordance with the Company’s reimbursement policy regarding same, and business expenses must be substantiated by appropriate receipts and documentation. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the rules and regulations thereunder |
4. | Termination. This Agreement shall terminate upon the occurrence of any of the following: |
4.1 | Termination by Employee. You may terminate this Agreement with or without Good Reason (as defined herein). Termination without Good Reason shall require 30 days’ prior written notice to the Company. Termination for Good Reason must occur within a period of 90 days after the occurrence of an event of Good Reason. |
4.2 | Good Reason. As used in this Agreement, “Good Reason” means that you have complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in your responsibilities, authority or duties, or the assignment to you of duties materially inconsistent with this Agreement; (ii) a diminution in your Base Salary below the minimum Base Salary set forth herein; (iii) the relocation of your principal place of business beyond 40 road miles from Woburn, MA; (iv) the material breach of this Agreement by the Company; or (v) a change in your reporting relationship to the Chief Executive Officer as set forth herein. “Good Reason Process” shall mean that (i) you reasonably determine in good faith that a “Good Reason” condition has occurred; (ii) you notify the Company in writing of the occurrence of the Good Reason condition within 60 days of the occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) you terminate your employment within 60 days after the end of the Cure Period. If the Company permanently cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. |
4.3 | Termination by Company. This Agreement shall terminate, at the election of the Company, with or without Cause. For purposes of this Agreement, a termination shall be considered to be “for Cause” if it occurs in conjunction with a determination by the Board that any of the following has occurred: |
a) | Your conviction of, pleading guilty to, or confession to a felony or any crime involving any act of dishonesty, fraud, misappropriation or embezzlement; |
b) | Your misconduct or gross negligence in connection with the performance of your duties hereunder; |
c) | Your commission of fraud, disloyalty, or unprofessional conduct which does, or likely is to be, materially injurious to the Company, its financial condition, or its reputation; |
d) | Your willful and continued failure to perform your duties with the Company (other than any such failure resulting from your Disability); |
e) | Your material breach of the covenants set forth in Section 7 of this Agreement, or material breach of any other provisions of this Agreement. |
4.4 | Death or Disability. This Agreement shall terminate upon your death or disability. If you shall be disabled so as to be unable to perform the essential functions of your position under this Agreement with or without reasonable accommodation, the Board may remove you from any responsibilities and/or reassign you to another position with the Company during the period of such disability, and such reassignment shall not trigger a Good Reason termination as provided herein. Notwithstanding any such removal or reassignment, you shall continue to receive your Base Salary (less any disability pay or sick pay benefits to which you may be entitled under the Company’s policies) and benefits under this Agreement (except to the extent that you may be ineligible for one or more such benefits under applicable plan terms) for a period of three months, and your employment may be terminated by the Company at any time, with or without notice, thereafter. |
5. | Effect of Termination. |
5.1 | Termination for Cause, Death, Disability or Voluntary Resignation. In the event (i) your employment is terminated for Cause; (ii) your employment is terminated for death or Disability; or (iii) you voluntarily resign (other than for Good Reason), unless otherwise specifically provided herein, you, or your estate, shall be eligible only to receive (i) the portion of your Base Salary as has accrued prior to the effectiveness of such termination and has not yet been paid, (ii) an amount equal to the value of your accrued unused vacation days, and (iii) reimbursement for expenses properly incurred by you on behalf of the Company prior to such termination if such expenses are properly documented in accordance with Company policy and practice and submitted for reimbursement within 30 days of the termination date (collectively, the “Accrued Obligations”). Such amounts will be paid promptly after termination in accordance with Massachusetts law. |
5.2 | Termination Without Cause or Resignation for Good Reason. In the event that (i) you are terminated without Cause; or (ii) you resign for Good Reason, and contingent on your executing and not revoking a separation agreement in a form prepared by and acceptable to the Company, which shall include, at a minimum, a full release of all claims against the Company, as well as non-disparagement and confidentiality provisions in favor of the Company, with standard exceptions for vested benefits and equity interests, rights to indemnification, and exceptions for all claims not waivable under applicable law (the “Release”) and provided the Release becomes irrevocable within thirty (30) days after the date of termination, you shall be entitled, in addition to the Accrued Obligations, to receive the following (the “Separation Benefits”): |
a) | continuation of your Base Salary in effect at the time of termination for a period of twelve (12) months following the Agreement Term, commencing on the 7th day after the date the Release becomes effective and irrevocable, payable in accordance with the Company’s normal payroll practices; provided, however, that if the 30 day period in which the Release must become enforceable and irrevocable begins in one year and ends in the following year, the Company shall commence payment of the Base Salary in the second year; and provided, further, that the first installment of the Base Salary shall include all amounts that would otherwise have been paid to the you between the date of termination and your receipt of the first installment. |
b) | subject to your election under COBRA, payment of COBRA premiums to maintain medical and dental benefits, if any, in effect at the time of |
5.3 | Termination Without Cause or Resignation for Good Reason After a Change of Control. In the event that your employment is terminated by the Company without Cause or by you for Good Reason (each, as defined herein) within the twenty-four (24) month period immediately following, or within the two month period immediately prior, to Change of Control (as defined herein), and contingent on your executing a Release (as defined herein) and provided the Release becomes irrevocable within thirty (30) days after the date of termination, you shall be entitled, in addition to the Accrued Obligations and Separation Benefits described above, to all outstanding unvested options granted to you under the Metabolix Inc. 1995 Stock Plan, the Metabolix Inc. 2005 Stock Plan, the Metabolix, Inc. 2014 Stock Plan, or any authorized successor stock plan, and all such outstanding unvested options will fully vest and become exercisable as of the date of termination, provided that the conditions to vesting other than the passage of time have been satisfied. |
5.4 | “Change of Control”. As used herein, a “Change of Control” shall occur or be deemed to have occurred only upon any one or more of the following events: |
a) | any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any currently existing equity investors, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company, in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company, representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or |
b) | persons who, as of the date this Agreement is signed, constituted the Company’s Board of Directors (the “Incumbent Board”) cease for any reason including, without limitation, as a result of a tender offer, proxy contest, merger, consolidation or similar transaction, to constitute at least a majority of the Board of Directors, provided that any person becoming a director of the Company subsequent to the date this Agreement is signed whose election was approved by at least a majority of the directors then comprising the |
c) | the consummation of a merger or consolidation of the Company with any other corporation or other entity, other than (1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; or |
d) | the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. |
5.5 | Excise Tax. You agree that the payments and benefits hereunder, and under all other contracts, arrangements or programs that apply to you (the “Company Payments”), shall be reduced to an amount that is one dollar less than the amount that would trigger an excise tax under Section 4999 of the Code, as determined in good faith by the Company’s independent public accountants, provided, however, that the reduction shall occur only if the reduced Company Payments received by you (after taking into account further reductions for applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Company Payments to be received by you minus (i) the excise tax payable with respect to such Company Payments under Section 4999 of the Code; and (ii) all applicable federal, state and local income, social security and other taxes on such Company Payments. You and the Company agree to cooperate in good faith with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties with respect to payments or benefits that you receive. In the event that such payments are required to be reduced pursuant to this Section, such payments shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits, and to the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order. |
5.6 | Separation from Service. Notwithstanding anything set forth in this Agreement, a termination of your employment triggering payment of benefits under Section 5 of this Agreement shall be deemed not to have occurred until such time as you incur a “separation from service” with the Company in accordance with Section 409A(a)(2)(A)(i) of the Code and the applicable provisions of Treasury Regulation Section 1.409A-1(h). |
5.7 | Section 409A. Notwithstanding anything set forth in this Agreement, if at the time of your “separation from service,” the Company determines that the you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to additional tax under Section 409A(a) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Solely for purposes of Section 409A of the Code, each installment payment described in Section 5 is considered a separate payment. |
6. | Taxes. All payments required to be made by the Company to you under this Agreement shall be subject to the withholding of such amounts for taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. To the extent applicable, it is intended that this Agreement be exempt from, or comply with, the provisions of Section 409A of the Code, and this Agreement shall be construed and applied in a manner consistent with this intent. In the event that any severance payments or benefits hereunder are determined by the Company to be in the nature of nonqualified deferred compensation payments, you and the Company hereby agree to take such actions as may be mutually agreed to ensure that such payments or benefits comply with the applicable provisions of Section 409A of the Code and the official guidance issued thereunder. Notwithstanding the foregoing, the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement. |
7. | Noncompetition, Nonsolicitation, Confidentiality and Inventions Obligations. As a condition of employment, you must execute, and abide by the obligations in, the enclosed Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement simultaneously with the execution of this Agreement. |
8. | Disclosure to Future Employers. You will provide, and the Company, in its discretion, may similarly provide, a copy of the covenants contained in the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement to any business or enterprise which you may, directly or indirectly, own, manage, operate, finance, join, control or in which you may participate in the ownership, management, operation, financing, or control, or with which you may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise. |
9. | Representations. You hereby represent and warrant to the Company that you understand this Agreement, that you enter into this Agreement voluntarily and that your employment under this Agreement will not conflict with any legal duty owed by you to any other party. |
10. | General. |
10.1 | Notices. All notices, requests, consents and other communications hereunder which are required to be provided, or which the sender elects to provide, in writing, will be addressed to the receiving party’s address set forth above or to such other address as a party may designate by notice hereunder, and will be either (i) delivered by hand, (ii) sent by overnight courier, or (iii) sent by registered or certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder will be deemed to have been given either (i) if by hand, |
10.2 | Entire Agreement. This Agreement, together with any Stock Option Agreements executed by you and the Company (either prior to or in conjunction with this Agreement) and the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement, embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. |
10.3 | Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto. |
10.4 | Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver or consent. |
10.5 | Assignment. The Company shall cause its rights and obligations hereunder to be assumed by any person or entity that succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which you are principally involved and may assign its rights and obligations hereunder to any Company affiliate. You may not assign your rights and obligations under this Agreement without the prior written consent of the Company and any such attempted assignment by you without the prior written consent of the Company will be void; provided, however, in the event of your death, your rights, compensation and benefits under this Agreement shall inure to the benefit of your estate, such that, for example, stock issuable to you, and awards and payments payable to you, shall be issued and paid to your estate. |
10.6 | Governing Law. This Agreement and the rights and obligations of the parties hereunder will be construed in accordance with and governed by the law of Massachusetts, without giving effect to the conflict of law principles thereof. |
10.7 | Jury Waiver. YOU AND THE COMPANY AGREE TO WAIVE TRIAL BY JURY IN CONNECTION WITH ANY ACTION ARISING FROM OR RELATING TO THIS AGREEMENT. |
10.8 | Severability. The parties intend this Agreement to be enforced as written. However, if any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. |
10.9 | Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof. |
10.10 | Acknowledgments. You recognize and agree that the enforcement of the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement is necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company. You agree that, due to the proprietary nature of the Company’s business, the restrictions set forth in the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement are reasonable as to time and scope. |
10.11 | Counterparts. This Agreement may be executed counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. |
1. | Employment. |
1.1 | General. The Company will employ you as Vice President of Planning and Communications of the Company, reporting to the Company’s Chief Executive Officer, and you shall have the responsibilities, duties and authority commensurate with that position. You will also perform such reasonable other and/or different services for the Company, in addition to your primary duties as Vice President of Planning and Communications as may be assigned to you from time to time. You agree that if your employment hereunder ends for any reason, you will tender to the Company your resignation of all offices with the Company as of the date of your termination, such resignation not being relevant to the issue of the reason for your termination under this Agreement. |
1.2 | Devotion to Duties. While you are employed hereunder, you will use your best efforts, skills and abilities to perform faithfully all duties assigned to you pursuant to this Agreement and will devote your full business time and energies to the business and affairs of the Company. While you are employed hereunder, you will not undertake any other employment from any person or entity without the prior written consent of the Company. |
2. | Term. The Company agrees to continue to employ you, and you agree to continue to serve the Company, on an “at will” basis, which means that, subject to the payment obligations imposed on the Company pursuant to this Agreement, either the Company or you may terminate employment with the Company at any time, with or without Cause, as provided in Section 4 below. The period commencing with the Start Date and ending on the effective date of any termination of employment in accordance with the provisions hereof shall constitute the term of this Agreement (“Agreement Term”). |
3. | Compensation. |
3.1 | Base Salary. While you are employed hereunder, the Company will pay you a base salary at the annual rate of no less than $220,000 per year (the “Base Salary”). You may be eligible for an annual salary increase in the good faith determination of the Company and the Compensation Committee of its Board of Directors. The Company will pay such Base Salary on a semi-monthly basis in accordance with the Company’s normal payroll practices and will deduct from each monthly salary payment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which you participate. |
3.2 | Equity Compensation. The Company, in the Board’s sole discretion, may from time to time grant to you stock options, restricted stock or other forms of equity compensation pursuant to the Metabolix, Inc. 2014 Stock Plan or any other authorized stock plan in effect at the time. |
3.3 | Vacation. You will be entitled to paid vacation, sick time, and paid holidays, accrued and used in accordance with the Company’s policies as in effect from time to time. All vacation days will be taken at times mutually agreed by you and the Company and will be subject to the business needs of the Company. For the purpose of clarity, under the current policy, you accrue five (5) weeks (i.e. 25 days) of vacation each year. |
3.4 | Fringe Benefits. You may be entitled to participate in the employee benefit plans which the Company provides or may establish for the benefit of its senior executives (for example, group life, disability, medical, dental and other insurance, retirement, pension, profit-sharing and similar plans) (collectively, the “Fringe Benefits”). Your eligibility to participate in the Fringe Benefits and receive benefits thereunder will be subject to the plan documents governing such Fringe Benefits. Nothing contained herein will require the Company to establish or maintain any Fringe Benefits. |
3.5 | Reimbursement of Certain Expenses. You shall be reimbursed for reasonable and necessary business expenses incurred by you while you are employed by the Company, which are directly related to the furtherance of the Company’s business. You must submit any request for reimbursement no later than ninety (90) days following the date that such business expense is incurred in accordance with the Company’s reimbursement policy regarding same, and business expenses must be substantiated by appropriate receipts and documentation. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the rules and regulations thereunder |
4. | Termination. This Agreement shall terminate upon the occurrence of any of the following: |
4.1 | Termination by Employee. You may terminate this Agreement with or without Good Reason (as defined herein). Termination without Good Reason shall require 30 days’ prior written notice to the Company. Termination for Good Reason must occur within a period of 90 days after the occurrence of an event of Good Reason. |
4.2 | Good Reason. As used in this Agreement, “Good Reason” means that you have complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in your responsibilities, authority or duties, or the assignment to you of duties materially inconsistent with this Agreement; (ii) a diminution in your Base Salary below the minimum Base Salary set forth herein; (iii) the relocation of your principal place of business beyond 40 road miles from Woburn, MA; (iv) the material breach of this Agreement by the Company; or (v) a change in your reporting relationship to the Chief Executive Officer as set forth herein. “Good Reason Process” shall mean that (i) you reasonably determine in good faith that a “Good Reason” condition has occurred; (ii) you notify the Company in writing of the occurrence of the Good Reason condition within 60 days of the occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) you terminate your employment within 60 days after the end of the Cure Period. If the Company permanently cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. |
4.3 | Termination by Company. This Agreement shall terminate, at the election of the Company, with or without Cause. For purposes of this Agreement, a termination shall be considered to be “for Cause” if it occurs in conjunction with a determination by the Board that any of the following has occurred: |
a) | Your conviction of, pleading guilty to, or confession to a felony or any crime involving any act of dishonesty, fraud, misappropriation or embezzlement; |
b) | Your misconduct or gross negligence in connection with the performance of your duties hereunder; |
c) | Your commission of fraud, disloyalty, or unprofessional conduct which does, or likely is to be, materially injurious to the Company, its financial condition, or its reputation; |
d) | Your willful and continued failure to perform your duties with the Company (other than any such failure resulting from your Disability); |
e) | Your material breach of the covenants set forth in Section 7 of this Agreement, or material breach of any other provisions of this Agreement. |
4.4 | Death or Disability. This Agreement shall terminate upon your death or disability. If you shall be disabled so as to be unable to perform the essential functions of your position under this Agreement with or without reasonable accommodation, the Board may remove you from any responsibilities and/or reassign you to another position with the Company during the period of such disability, and such reassignment shall not trigger a Good Reason termination as provided herein. Notwithstanding any such removal or reassignment, you shall continue to receive your Base Salary (less any disability pay or sick pay benefits to which you may be entitled under the Company’s policies) and benefits under this Agreement (except to the extent that you may be ineligible for one or more such benefits under applicable plan terms) for a period of three months, and your employment may be terminated by the Company at any time, with or without notice, thereafter. |
5. | Effect of Termination. |
5.1 | Termination for Cause, Death, Disability or Voluntary Resignation. In the event (i) your employment is terminated for Cause; (ii) your employment is terminated for death or Disability; or (iii) you voluntarily resign (other than for Good Reason), unless otherwise specifically provided herein, you, or your estate, shall be eligible only to receive (i) the portion of your Base Salary as has accrued prior to the effectiveness of such termination and has not yet been paid, (ii) an amount equal to the value of your accrued unused vacation days, and (iii) reimbursement for expenses properly incurred by you on behalf of the Company prior to such termination if such expenses are properly documented in accordance with Company policy and practice and submitted for reimbursement within 30 days of the termination date (collectively, the “Accrued Obligations”). Such amounts will be paid promptly after termination in accordance with Massachusetts law. |
5.2 | Termination Without Cause or Resignation for Good Reason. In the event that (i) you are terminated without Cause; or (ii) you resign for Good Reason, and contingent on your executing and not revoking a separation agreement in a form prepared by and acceptable to the Company, which shall include, at a minimum, a full release of all claims against the Company, as well as non-disparagement and confidentiality provisions in favor of the Company, with standard exceptions for vested benefits and equity interests, rights to indemnification, and exceptions for all claims not waivable under applicable law (the “Release”) and provided the Release becomes irrevocable within thirty (30) days after the date of termination, you shall be entitled, in addition to the Accrued Obligations, to receive the following (the “Separation Benefits”): |
a) | continuation of your Base Salary in effect at the time of termination for a period of twelve (12) months following the Agreement Term, commencing on the 7th day after the date the Release becomes effective and irrevocable, payable in accordance with the Company’s normal payroll practices; provided, however, that if the 30 day period in which the Release must become enforceable and irrevocable begins in one year and ends in the following year, the Company shall commence payment of the Base Salary in the second year; and provided, further, that the first installment of the Base Salary shall include all amounts that would otherwise have been paid to the you between the date of termination and your receipt of the first installment. |
b) | subject to your election under COBRA, payment of COBRA premiums to maintain medical and dental benefits, if any, in effect at the time of |
5.3 | Termination Without Cause or Resignation for Good Reason After a Change of Control. In the event that your employment is terminated by the Company without Cause or by you for Good Reason (each, as defined herein) within the twenty-four (24) month period immediately following, or within the two month period immediately prior, to Change of Control (as defined herein), and contingent on your executing a Release (as defined herein) and provided the Release becomes irrevocable within thirty (30) days after the date of termination, you shall be entitled, in addition to the Accrued Obligations and Separation Benefits described above, to all outstanding unvested options granted to you under the Metabolix Inc. 1995 Stock Plan, the Metabolix Inc. 2005 Stock Plan, the Metabolix, Inc. 2014 Stock Plan, or any authorized successor stock plan, and all such outstanding unvested options will fully vest and become exercisable as of the date of termination, provided that the conditions to vesting other than the passage of time have been satisfied. |
5.4 | “Change of Control”. As used herein, a “Change of Control” shall occur or be deemed to have occurred only upon any one or more of the following events: |
a) | any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any currently existing equity investors, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company, in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company, representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or |
b) | persons who, as of the date this Agreement is signed, constituted the Company’s Board of Directors (the “Incumbent Board”) cease for any reason including, without limitation, as a result of a tender offer, proxy contest, merger, consolidation or similar transaction, to constitute at least a majority of the Board of Directors, provided that any person becoming a director of the Company subsequent to the date this Agreement is signed whose election was approved by at least a majority of the directors then comprising the |
c) | the consummation of a merger or consolidation of the Company with any other corporation or other entity, other than (1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; or |
d) | the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. |
5.5 | Excise Tax. You agree that the payments and benefits hereunder, and under all other contracts, arrangements or programs that apply to you (the “Company Payments”), shall be reduced to an amount that is one dollar less than the amount that would trigger an excise tax under Section 4999 of the Code, as determined in good faith by the Company’s independent public accountants, provided, however, that the reduction shall occur only if the reduced Company Payments received by you (after taking into account further reductions for applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Company Payments to be received by you minus (i) the excise tax payable with respect to such Company Payments under Section 4999 of the Code; and (ii) all applicable federal, state and local income, social security and other taxes on such Company Payments. You and the Company agree to cooperate in good faith with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties with respect to payments or benefits that you receive. In the event that such payments are required to be reduced pursuant to this Section, such payments shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits, and to the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order. |
5.6 | Separation from Service. Notwithstanding anything set forth in this Agreement, a termination of your employment triggering payment of benefits under Section 5 of this Agreement shall be deemed not to have occurred until such time as you incur a “separation from service” with the Company in accordance with Section 409A(a)(2)(A)(i) of the Code and the applicable provisions of Treasury Regulation Section 1.409A-1(h). |
5.7 | Section 409A. Notwithstanding anything set forth in this Agreement, if at the time of your “separation from service,” the Company determines that the you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to additional tax under Section 409A(a) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Solely for purposes of Section 409A of the Code, each installment payment described in Section 5 is considered a separate payment. |
6. | Taxes. All payments required to be made by the Company to you under this Agreement shall be subject to the withholding of such amounts for taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. To the extent applicable, it is intended that this Agreement be exempt from, or comply with, the provisions of Section 409A of the Code, and this Agreement shall be construed and applied in a manner consistent with this intent. In the event that any severance payments or benefits hereunder are determined by the Company to be in the nature of nonqualified deferred compensation payments, you and the Company hereby agree to take such actions as may be mutually agreed to ensure that such payments or benefits comply with the applicable provisions of Section 409A of the Code and the official guidance issued thereunder. Notwithstanding the foregoing, the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement. |
7. | Noncompetition, Nonsolicitation, Confidentiality and Inventions Obligations. As a condition of employment, you must execute, and abide by the obligations in, the enclosed Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement simultaneously with the execution of this Agreement. |
8. | Disclosure to Future Employers. You will provide, and the Company, in its discretion, may similarly provide, a copy of the covenants contained in the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement to any business or enterprise which you may, directly or indirectly, own, manage, operate, finance, join, control or in which you may participate in the ownership, management, operation, financing, or control, or with which you may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise. |
9. | Representations. You hereby represent and warrant to the Company that you understand this Agreement, that you enter into this Agreement voluntarily and that your employment under this Agreement will not conflict with any legal duty owed by you to any other party. |
10. | General. |
10.1 | Notices. All notices, requests, consents and other communications hereunder which are required to be provided, or which the sender elects to provide, in writing, will be addressed to the receiving party’s address set forth above or to such other address as a party may designate by notice hereunder, and will be either (i) delivered by hand, (ii) sent by overnight courier, or (iii) sent by registered or certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder will be deemed to have been given either (i) if by hand, |
10.2 | Entire Agreement. This Agreement, together with any Stock Option Agreements executed by you and the Company (either prior to or in conjunction with this Agreement) and the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement, embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. |
10.3 | Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto. |
10.4 | Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver or consent. |
10.5 | Assignment. The Company shall cause its rights and obligations hereunder to be assumed by any person or entity that succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which you are principally involved and may assign its rights and obligations hereunder to any Company affiliate. You may not assign your rights and obligations under this Agreement without the prior written consent of the Company and any such attempted assignment by you without the prior written consent of the Company will be void; provided, however, in the event of your death, your rights, compensation and benefits under this Agreement shall inure to the benefit of your estate, such that, for example, stock issuable to you, and awards and payments payable to you, shall be issued and paid to your estate. |
10.6 | Governing Law. This Agreement and the rights and obligations of the parties hereunder will be construed in accordance with and governed by the law of Massachusetts, without giving effect to the conflict of law principles thereof. |
10.7 | Jury Waiver. YOU AND THE COMPANY AGREE TO WAIVE TRIAL BY JURY IN CONNECTION WITH ANY ACTION ARISING FROM OR RELATING TO THIS AGREEMENT. |
10.8 | Severability. The parties intend this Agreement to be enforced as written. However, if any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. |
10.9 | Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof. |
10.10 | Acknowledgments. You recognize and agree that the enforcement of the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement is necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company. You agree that, due to the proprietary nature of the Company’s business, the restrictions set forth in the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement are reasonable as to time and scope. |
10.11 | Counterparts. This Agreement may be executed counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. |
1. | Employment. |
1.1 | General. The Company will employ you as Vice President of Research & Chief Science Officer, reporting to the Company’s Chief Executive Officer, and you shall have the responsibilities, duties and authority commensurate with that position. You will also perform such reasonable other and/or different services for the Company, in addition to your primary duties as Vice President of Research & Chief Science Officer as may be assigned to you from time to time. You agree that if your employment hereunder ends for any reason, you will tender to the Company your resignation of all offices with the Company as of the date of your termination, such resignation not being relevant to the issue of the reason for your termination under this Agreement. |
1.2 | Devotion to Duties. While you are employed hereunder, you will use your best efforts, skills and abilities to perform faithfully all duties assigned to you pursuant to this Agreement and will devote your full business time and energies to the business and affairs of the Company. While you are employed hereunder, you will not undertake any other employment from any person or entity without the prior written consent of the Company. |
2. | Term. The Company agrees to continue to employ you, and you agree to continue to serve the Company, on an “at will” basis, which means that, subject to the payment obligations imposed on the Company pursuant to this Agreement, either the Company or you may terminate employment with the Company at any time, with or without Cause, as provided in Section 4 below. The period commencing with the Start Date and ending on the effective date of any termination of employment in accordance with the provisions hereof shall constitute the term of this Agreement (“Agreement Term”). |
3. | Compensation. |
3.1 | Base Salary. While you are employed hereunder, the Company will pay you a base salary at the annual rate of no less than $220,000 per year (the “Base Salary”). You may be eligible for an annual salary increase in the good faith determination of the Company and the Compensation Committee of its Board of Directors. The Company will pay such Base Salary on a semi-monthly basis in accordance with the Company’s normal payroll practices and will deduct from each monthly salary payment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which you participate. |
3.2 | Equity Compensation. The Company, in the Board’s sole discretion, may from time to time grant to you stock options, restricted stock or other forms of equity compensation pursuant to the Metabolix, Inc. 2014 Stock Plan or any other authorized stock plan in effect at the time. |
3.3 | Vacation. You will be entitled to paid vacation, sick time, and paid holidays, accrued and used in accordance with the Company’s policies as in effect from time to time. All vacation days will be taken at times mutually agreed by you and the Company and will be subject to the business needs of the Company. For the purpose of clarity, under the current policy, you accrue five (5) weeks (i.e. 25 days) of vacation each year. |
3.4 | Fringe Benefits. You may be entitled to participate in the employee benefit plans which the Company provides or may establish for the benefit of its senior executives (for example, group life, disability, medical, dental and other insurance, retirement, pension, profit-sharing and similar plans) (collectively, the “Fringe Benefits”). Your eligibility to participate in the Fringe Benefits and receive benefits thereunder will be subject to the plan documents governing such Fringe Benefits. Nothing contained herein will require the Company to establish or maintain any Fringe Benefits. |
3.5 | Reimbursement of Certain Expenses. You shall be reimbursed for reasonable and necessary business expenses incurred by you while you are employed by the Company, which are directly related to the furtherance of the Company’s business. You must submit any request for reimbursement no later than ninety (90) days following the date that such business expense is incurred in accordance with the Company’s reimbursement policy regarding same, and business expenses must be substantiated by appropriate receipts and documentation. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code and the rules and regulations thereunder |
4. | Termination. This Agreement shall terminate upon the occurrence of any of the following: |
4.1 | Termination by Employee. You may terminate this Agreement with or without Good Reason (as defined herein). Termination without Good Reason shall require 30 days’ prior written notice to the Company. Termination for Good Reason must occur within a period of 90 days after the occurrence of an event of Good Reason. |
4.2 | Good Reason. As used in this Agreement, “Good Reason” means that you have complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in your responsibilities, authority or duties, or the assignment to you of duties materially inconsistent with this Agreement; (ii) a diminution in your Base Salary below the minimum Base Salary set forth herein; (iii) the relocation of your principal place of business beyond 40 road miles from Woburn, MA; (iv) the material breach of this Agreement by the Company; or (v) a change in your reporting relationship to the Chief Executive Officer as set forth herein. “Good Reason Process” shall mean that (i) you reasonably determine in good faith that a “Good Reason” condition has occurred; (ii) you notify the Company in writing of the occurrence of the Good Reason condition within 60 days of the occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) you terminate your employment within 60 days after the end of the Cure Period. If the Company permanently cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. |
4.3 | Termination by Company. This Agreement shall terminate, at the election of the Company, with or without Cause. For purposes of this Agreement, a termination shall be considered to be “for Cause” if it occurs in conjunction with a determination by the Board that any of the following has occurred: |
a) | Your conviction of, pleading guilty to, or confession to a felony or any crime involving any act of dishonesty, fraud, misappropriation or embezzlement; |
b) | Your misconduct or gross negligence in connection with the performance of your duties hereunder; |
c) | Your commission of fraud, disloyalty, or unprofessional conduct which does, or likely is to be, materially injurious to the Company, its financial condition, or its reputation; |
d) | Your willful and continued failure to perform your duties with the Company (other than any such failure resulting from your Disability); |
e) | Your material breach of the covenants set forth in Section 7 of this Agreement, or material breach of any other provisions of this Agreement. |
4.4 | Death or Disability. This Agreement shall terminate upon your death or disability. If you shall be disabled so as to be unable to perform the essential functions of your position under this Agreement with or without reasonable accommodation, the Board may remove you from any responsibilities and/or reassign you to another position with the Company during the period of such disability, and such reassignment shall not trigger a Good Reason termination as provided herein. Notwithstanding any such removal or reassignment, you shall continue to receive your Base Salary (less any disability pay or sick pay benefits to which you may be entitled under the Company’s policies) and benefits under this Agreement (except to the extent that you may be ineligible for one or more such benefits under applicable plan terms) for a period of three months, and your employment may be terminated by the Company at any time, with or without notice, thereafter. |
5. | Effect of Termination. |
5.1 | Termination for Cause, Death, Disability or Voluntary Resignation. In the event (i) your employment is terminated for Cause; (ii) your employment is terminated for death or Disability; or (iii) you voluntarily resign (other than for Good Reason), unless otherwise specifically provided herein, you, or your estate, shall be eligible only to receive (i) the portion of your Base Salary as has accrued prior to the effectiveness of such termination and has not yet been paid, (ii) an amount equal to the value of your accrued unused vacation days, and (iii) reimbursement for expenses properly incurred by you on behalf of the Company prior to such termination if such expenses are properly documented in accordance with Company policy and practice and submitted for reimbursement within 30 days of the termination date (collectively, the “Accrued Obligations”). Such amounts will be paid promptly after termination in accordance with Massachusetts law. |
5.2 | Termination Without Cause or Resignation for Good Reason. In the event that (i) you are terminated without Cause; or (ii) you resign for Good Reason, and contingent on your executing and not revoking a separation agreement in a form prepared by and acceptable to the Company, which shall include, at a minimum, a full release of all claims against the Company, as well as non-disparagement and confidentiality provisions in favor of the Company, with standard exceptions for vested benefits and equity interests, rights to indemnification, and exceptions for all claims not waivable under applicable law (the “Release”) and provided the Release becomes irrevocable within thirty (30) days after the date of termination, you shall be entitled, in addition to the Accrued Obligations, to receive the following (the “Separation Benefits”): |
a) | continuation of your Base Salary in effect at the time of termination for a period of twelve (12) months following the Agreement Term, commencing on the 7th day after the date the Release becomes effective and irrevocable, payable in accordance with the Company’s normal payroll practices; provided, however, that if the 30 day period in which the Release must become enforceable and irrevocable begins in one year and ends in the following year, the Company shall commence payment of the Base Salary in the second year; and provided, further, that the first installment of the Base Salary shall include all amounts that would otherwise have been paid to the you between the date of termination and your receipt of the first installment. |
b) | subject to your election under COBRA, payment of COBRA premiums to maintain medical and dental benefits, if any, in effect at the time of |
5.3 | Termination Without Cause or Resignation for Good Reason After a Change of Control. In the event that your employment is terminated by the Company without Cause or by you for Good Reason (each, as defined herein) within the twenty-four (24) month period immediately following, or within the two month period immediately prior, to Change of Control (as defined herein), and contingent on your executing a Release (as defined herein) and provided the Release becomes irrevocable within thirty (30) days after the date of termination, you shall be entitled, in addition to the Accrued Obligations and Separation Benefits described above, to all outstanding unvested options granted to you under the Metabolix Inc. 1995 Stock Plan, the Metabolix Inc. 2005 Stock Plan, the Metabolix, Inc. 2014 Stock Plan, or any authorized successor stock plan, and all such outstanding unvested options will fully vest and become exercisable as of the date of termination, provided that the conditions to vesting other than the passage of time have been satisfied. |
5.4 | “Change of Control”. As used herein, a “Change of Control” shall occur or be deemed to have occurred only upon any one or more of the following events: |
a) | any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes a “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) (other than the Company, any currently existing equity investors, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company, in substantially the same proportions as their ownership of stock of the Company), directly or indirectly, of securities of the Company, representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or |
b) | persons who, as of the date this Agreement is signed, constituted the Company’s Board of Directors (the “Incumbent Board”) cease for any reason including, without limitation, as a result of a tender offer, proxy contest, merger, consolidation or similar transaction, to constitute at least a majority of the Board of Directors, provided that any person becoming a director of the Company subsequent to the date this Agreement is signed whose election was approved by at least a majority of the directors then comprising the |
c) | the consummation of a merger or consolidation of the Company with any other corporation or other entity, other than (1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; or |
d) | the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. |
5.5 | Excise Tax. You agree that the payments and benefits hereunder, and under all other contracts, arrangements or programs that apply to you (the “Company Payments”), shall be reduced to an amount that is one dollar less than the amount that would trigger an excise tax under Section 4999 of the Code, as determined in good faith by the Company’s independent public accountants, provided, however, that the reduction shall occur only if the reduced Company Payments received by you (after taking into account further reductions for applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Company Payments to be received by you minus (i) the excise tax payable with respect to such Company Payments under Section 4999 of the Code; and (ii) all applicable federal, state and local income, social security and other taxes on such Company Payments. You and the Company agree to cooperate in good faith with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties with respect to payments or benefits that you receive. In the event that such payments are required to be reduced pursuant to this Section, such payments shall be reduced in the following order: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits, and to the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order. |
5.6 | Separation from Service. Notwithstanding anything set forth in this Agreement, a termination of your employment triggering payment of benefits under Section 5 of this Agreement shall be deemed not to have occurred until such time as you incur a “separation from service” with the Company in accordance with Section 409A(a)(2)(A)(i) of the Code and the applicable provisions of Treasury Regulation Section 1.409A-1(h). |
5.7 | Section 409A. Notwithstanding anything set forth in this Agreement, if at the time of your “separation from service,” the Company determines that the you are a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject to additional tax under Section 409A(a) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Solely for purposes of Section 409A of the Code, each installment payment described in Section 5 is considered a separate payment. |
6. | Taxes. All payments required to be made by the Company to you under this Agreement shall be subject to the withholding of such amounts for taxes and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation. To the extent applicable, it is intended that this Agreement be exempt from, or comply with, the provisions of Section 409A of the Code, and this Agreement shall be construed and applied in a manner consistent with this intent. In the event that any severance payments or benefits hereunder are determined by the Company to be in the nature of nonqualified deferred compensation payments, you and the Company hereby agree to take such actions as may be mutually agreed to ensure that such payments or benefits comply with the applicable provisions of Section 409A of the Code and the official guidance issued thereunder. Notwithstanding the foregoing, the Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Agreement. |
7. | Noncompetition, Nonsolicitation, Confidentiality and Inventions Obligations. As a condition of employment, you must execute, and abide by the obligations in, the enclosed Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement simultaneously with the execution of this Agreement. |
8. | Disclosure to Future Employers. You will provide, and the Company, in its discretion, may similarly provide, a copy of the covenants contained in the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement to any business or enterprise which you may, directly or indirectly, own, manage, operate, finance, join, control or in which you may participate in the ownership, management, operation, financing, or control, or with which you may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise. |
9. | Representations. You hereby represent and warrant to the Company that you understand this Agreement, that you enter into this Agreement voluntarily and that your employment under this Agreement will not conflict with any legal duty owed by you to any other party. |
10. | General. |
10.1 | Notices. All notices, requests, consents and other communications hereunder which are required to be provided, or which the sender elects to provide, in writing, will be addressed to the receiving party’s address set forth above or to such other address as a party may designate by notice hereunder, and will be either (i) delivered by hand, (ii) sent by overnight courier, or (iii) sent by registered or certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder will be deemed to have been given either (i) if by hand, |
10.2 | Entire Agreement. This Agreement, together with any Stock Option Agreements executed by you and the Company (either prior to or in conjunction with this Agreement) and the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement, embody the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement will affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. |
10.3 | Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the parties hereto. |
10.4 | Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent will be deemed to be or will constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver or consent. |
10.5 | Assignment. The Company shall cause its rights and obligations hereunder to be assumed by any person or entity that succeeds to all or substantially all of the Company’s business or that aspect of the Company’s business in which you are principally involved and may assign its rights and obligations hereunder to any Company affiliate. You may not assign your rights and obligations under this Agreement without the prior written consent of the Company and any such attempted assignment by you without the prior written consent of the Company will be void; provided, however, in the event of your death, your rights, compensation and benefits under this Agreement shall inure to the benefit of your estate, such that, for example, stock issuable to you, and awards and payments payable to you, shall be issued and paid to your estate. |
10.6 | Governing Law. This Agreement and the rights and obligations of the parties hereunder will be construed in accordance with and governed by the law of Massachusetts, without giving effect to the conflict of law principles thereof. |
10.7 | Jury Waiver. YOU AND THE COMPANY AGREE TO WAIVE TRIAL BY JURY IN CONNECTION WITH ANY ACTION ARISING FROM OR RELATING TO THIS AGREEMENT. |
10.8 | Severability. The parties intend this Agreement to be enforced as written. However, if any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. |
10.9 | Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof. |
10.10 | Acknowledgments. You recognize and agree that the enforcement of the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement is necessary to ensure the preservation, protection and continuity of the business, trade secrets and goodwill of the Company. You agree that, due to the proprietary nature of the Company’s business, the restrictions set forth in the Employee Noncompetition, Nonsolicitation, Confidentiality and Inventions Agreement are reasonable as to time and scope. |
10.11 | Counterparts. This Agreement may be executed counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. |
1. | Noncompetition and Nonsolicitation. During my employment by the Company and for a period of one (1) year thereafter (the “Restricted Period”), I will not directly or indirectly, alone or as a partner, joint venturer, consultant, officer, director, employee, agent, independent contractor or stockholder of any agricultural bioscience company or business organization, including but not limited to Benson Hill, Evogene, Arcadia, and Kaiima, engage in any business activity which is in competition with the products or services being developed, manufactured, marketed, distributed, planned, sold or otherwise provided by the Company; provided, however, that the record or beneficial ownership by me of 1% or less of the outstanding publicly traded capital stock of any such company or business organization shall not be deemed, in and of itself, to be in violation of this Section 1. During the Restricted Period, I will not directly or indirectly in any manner (i) solicit, entice or persuade, or attempt to solicit, entice or persuade, any person employed or engaged by the Company (or any person who was employed or engaged by the Company within the six (6) month period preceding my separation from the Company) to leave his or her employment or engagement with the Company or assist in the recruitment of any such person for such purpose; or (ii) solicit, divert or appropriate, or attempt to solicit, divert or appropriate, the business or prospective business of any customer of the Company (other than on behalf of the Company) or directly or indirectly induce any customer, supplier, vendor, consultant or independent contractor of the Company to terminate or negatively alter his, her or its relationship with the Company. |
2. | Confidentiality. I will not at any time, whether during or after the termination of my employment, reveal to any person, association, company, entity or other organization any of the trade secrets or confidential information of the Company or of any third party to whom the Company is under an obligation of confidentiality (including but not limited to trade secrets or confidential information respecting inventions, products, research and development activities, designs, methods, know-how, techniques, processes, plans and proposals, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers) (“Confidential Information”) except as may be required in the ordinary course of performing my duties as an employee of the Company. Further, I shall not use any Confidential Information except as required in the performance of my duties for the Company. Without limiting the generality of the foregoing, I shall not use any Confidential Information for my personal benefit or in any manner which may injure or cause loss, whether directly or indirectly, to the Company. |
3. | Notice Pursuant to Defend Trade Secrets Act. Notwithstanding any provision of this Agreement prohibiting the disclosure of trade secrets or other confidential information, I understand that I may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law, or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if I file a lawsuit or other court proceeding against the Company for retaliating against me for reporting a suspected violation of law, I may disclose the trade secret to the attorney representing me and use the trade secret in the court proceeding, if I file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order. |
4. | Inventions and Intellectual Property. If at any time or times during my employment I (either alone or with others) make, conceive, discover, reduce to practice or become possessed of any Intellectual Property, as hereinafter defined, such Intellectual Property shall be the sole and absolute property of the Company, as works made for hire or otherwise, and I hereby assign to the Company all of my rights in such Intellectual Property. For purposes hereof, “Intellectual Property” shall mean any invention, modification, discovery, design, development, improvement, process, formula, code, data, technique, know-how, trade secret, work of authorship or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes) during the term of my employment that (a) relates to the field of metabolic engineering, genetic engineering or genome editing of crops to increase yield, add novel traits, alter seed composition or produce new products such as polyhydroxyalkanoates or any other business of the Company or any of the products or services being developed, manufactured or sold by the Company or which may be useful in connection therewith, or (b) results from tasks assigned to me by the Company, or (c) results from the use of facilities owned, leased or contracted for by the Company. |
5. | Prior Inventions. As Exhibit A to this Agreement, I agree to list all inventions or improvements, patents, patent applications, or patent rights relevant to the subject matter of my employment by the Company that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company. |
6. | No Conflict. Except as provided in the next paragraph of this Section 6, I represent that my performance of the terms of this Agreement, and my performance of my duties as an employee of the Company, does not and will not breach any agreement to which I am bound, including without limitation any agreement to keep in confidence Confidential Information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree that I will not enter into, any agreement, either written or oral, in conflict herewith. During my employment by the Company, I will not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person. I will use in the performance of my duties only information which is generally known and used by persons with training and experience comparable to my own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. |
7. | Injunctive Relief. I hereby expressly acknowledge that any breach or threatened breach of any of the terms of Sections 1, 2 or 4 of this Agreement shall result in substantial, continuing and irreparable injury to the Company. Therefore, in addition to any other remedy available to the Company, the Company shall be entitled to injunctive or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of Sections 1, 2 or 4 of this Agreement, without posting any bond or security, and without affecting the Company’s right to seek and obtain damages or other equitable relief. |
8. | No Employment Obligation. I understand that this Agreement does not create an obligation on the Company or any other person to continue my employment. I acknowledge that my employment with the Company is at-will and therefore may be terminated by the Company or me at any time and for any reason. |
9. | Notice of New Business Activity. I agree that during the non-competition and non-solicitation period, I will give notice to the Company of each new business activity I plan to undertake, at least (10) business days prior to beginning any such activity. The notice shall state the name and address of the individual, corporation, association or other entity or organization (“Entity”) for whom such activity is undertaken and the name of my business relationship or position with the Entity. I further agree to provide the Company with other pertinent information concerning such business activity as the Company may reasonably request in order to determine my continued compliance with the obligations under this Agreement. |
10. | Amendments. Any amendment to or modification of this Agreement, and any waiver of any provision hereof, shall be in writing and shall be signed by the parties hereto. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereof. |
11. | Severability. I agree that this Agreement is intended to be enforced as written. However, if any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a duly authorized court having jurisdiction, then I agree that the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. |
12. | Headings and Captions. I understand that the headings and captions of the various subdivisions of this Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions |
13. | Survival. I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes in my title, position, duties, salary, compensation or benefits or other terms and conditions of employment. I further understand that my obligations under this Agreement will continue following the termination of my employment regardless of the manner of such termination and will be binding upon my heirs, executors and administrators. |
14. | Disclosure to Future Employers. I will provide a copy of this Agreement to any prospective employer, partner or co-venturer prior to entering into an employment, partnership or other business relationship with such person or entity. |
15. | Successors. The term “Company” shall include Yield10 Bioscience, Inc., and any of its parents, subsidiaries, divisions, or affiliates. The Company shall have the right to assign this Agreement to its affiliates, successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by such successors and assigns. I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary or affiliate to whose employ I may be transferred without the necessity that this Agreement be resigned at the time of such transfer. |
16. | Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. I agree that this Agreement and the rights and obligations of the parties hereunder will be construed in accordance with and governed by the law of Massachusetts, without giving effect to the conflict of law principles thereof. Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the Commonwealth of Massachusetts or of the United States of America for the District of Massachusetts. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. ANY ACTION, DEMAND, CLAIM OR COUNTERCLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY A JUDGE ALONE AND EACH OF THE COMPANY AND YOU WAIVE ANY RIGHT TO A JURY TRIAL THEREOF. |
Very truly yours, | |
Metabolix, Inc. | |
By: /s/ Oliver P. Peoples | |
Name: Oliver P. Peoples | |
Title: President & CEO | |
Accepted and Agreed: | |
/s/ Joseph Shaulson | November 4, 2016 |
Joseph Shaulson | Date |
Milestone | Milestone Date |
(i) Raise a minimum of [***] | Within [***] of the Effective Date |
(ii) Create at least [***] viable transgenic plant strain for regulatory approval of at least one crop species selected from [***] expressing the transgene(s) of the Patent Rights | Within [***] of the Effective Date |
(iii) Complete a multi-site field demonstration of a crop species selected from [***] expressing the transgene(s) of the Patent Rights | Within [***] of the Effective Date |
(iv) File for a [***] regulatory approval of a crop species selected from [***] expressing the transgene(s) of the Patent Rights | Within [***] of the Effective Date |
Payment Event | Amount |
Milestone (iv) and each additional filing for regulatory approval of a crop species expressing the transgene(s) of the Patent Rights | For each such crop species, a one-time payment of [***] Dollars [***] |
Obtaining regulatory approval of a crop species expressing the transgene(s) of the Patent Rights | For each such crop species, a one-time payment of [***] Dollars [***] |
Sublicense Executed: | For Sublicense Royalties greater than [***] percent [***] Metabolix shall pay UMass: |
Prior to the achievement of Milestone (i) | [***] plus [***] percent [***] of Sublicensee Royalties greater than [***] |
After achievement of Milestone (i) but before the achievement of Milestone (ii) | [***] plus [***] percent [***] of Sublicensee Royalties greater than [***] |
After the achievement of Milestone (ii) but before the achievement of Milestone (iii) | [***] plus [***] percent [***] of Sublicensee Royalties greater than [***] |
After the achievement of Milestone (iii) | [***] plus [***] percent [***] of Sublicensee Royalties greater than [***] |
Execution of Sublicense | Percent of Sublicense Income |
Prior to the achievement of Milestone (i) | [***] Percent [***] |
After the achievement of Milestone (i) but prior to the achievement of Milestone (ii) | [***] Percent [***] |
After the achievement of Milestone (ii) but prior to the achievement of Milestone (iii) | [***] Percent [***] |
After the achievement of Milestone (ii i) | [***] Percent [***] |
Calendar Year | Amount |
[***] | [***] |
[***] and [***] | [***] |
[***] and thereafter | [***] |
UNIVERSITY OF MASSACHUSETTS AMHERST | METABOLIX, INC. | |||
By: | /s/ Robert S. MacWright | By: | /s/ Oliver P. Peoples | |
Name: | Robert S. MacWright, Ph.D., Esq. | Name: | Oliver P. Peoples PhD. | |
Title: | Director, Technology Transfer Office | Title: | Founder, CEO & Director | |
Date: | 6/30/2015 | Date: | 7/5/2015 |
• | The defined economic terms for “Base Rent,” “Base Term,” “Premises,” “Rentable Area of the Premises,” “Tenant’s Share of Operating Expenses,” “Target Commencement Date,” “Address for Rent Payment,” and “Tenant’s Notice Address” and the like are inapplicable, except where used to reference such defined term with respect to the Master Lease; |
• | Section 3(b) of the Master Lease (relating to additional rent) are applicable, as modified by the provisions of Paragraph 4 of this Sublease, except where used to reference such defined term with respect to the Master Lease; |
• | Section 4(b) (relating to additional tenant improvement allowance) is inapplicable, except where used to reference such defined term with respect to the Master Lease; |
• | The first and second full paragraphs of Section 17 (Insurance) are inapplicable; |
• | Section 22 of the Master Lease (relating to assignment and subletting) is inapplicable; |
• | Section 35 (Brokers) is inapplicable; |
• | Exhibit C of the Master Lease (relating to Landlord’s Work), Exhibit D (Commencement Date) and Exhibit F (Tenant’s Personal Property) are inapplicable; |
• | Where appropriate, references to “Landlord” in the Master Lease shall be deemed to mean “Sublandlord” hereunder and references to “Tenant” in the Master Lease shall be deemed to mean “Subtenant” hereunder, it being understood and agreed that Sublandlord will not be acting as, or assuming any of the responsibilities of, Master Landlord, and all references in the Master Lease to Landlord-provided services or Landlord insurance requirements, and any other references which by their nature relate to the owner or operator of the Building, rather than to a tenant of the Building subleasing space to a subtenant, shall continue to be references to Master Landlord and not to Sublandlord. |
Date: March 30, 2017 | /s/ OLIVER P. PEOPLES | ||||
Name: | Oliver P. Peoples | ||||
Title: | President and Chief Executive Officer (Principal Executive Officer) |
Date: March 30, 2017 | /s/ CHARLES B. HAASER | ||||
Name: | Charles B. Haaser | ||||
Title: | Chief Accounting Officer (Principal Financial and Accounting Officer) |
1. | the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and |
2. | the information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
YIELD10 BIOSCIENCE, INC. | ||||
Date: March 30, 2017 | By: | /s/ OLIVER P. PEOPLES | ||
Oliver P. Peoples | ||||
President and Chief Executive Officer (Principal Executive Officer) | ||||
Date: March 30, 2017 | By: | /s/ CHARLES B. HAASER | ||
Charles B. Haaser | ||||
Chief Accounting Officer (Principal Financial and Accounting Officer) |
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Document and Entity Information - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Mar. 17, 2017 |
Jun. 30, 2016 |
|
Document and Entity Information | |||
Entity Registrant Name | YIELD10 BIOSCIENCE, INC. | ||
Entity Central Index Key | 0001121702 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 28,402,471 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 7,869,303 |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 28,342,625 | 27,331,435 |
Common stock, shares outstanding | 28,342,625 | 27,331,435 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (7,604) | $ (23,681) |
Other comprehensive income (loss): | ||
Change in foreign currency translation adjustment | (12) | (8) |
Total other comprehensive income (loss) | (12) | (8) |
Comprehensive loss | $ (7,616) | $ (23,689) |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Statement of Stockholders' Equity [Abstract] | ||
Issuance of common stock upon private offering, offering costs | $ 297 | |
Shares withheld for employee taxes | 188,500 |
Nature of Business |
12 Months Ended |
---|---|
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business and Basis of Presentation Yield10 Bioscience, Inc. was founded as Metabolix, Inc. in 1992 and changed its name in January 2017. Yield10 Bioscience is an agricultural bioscience company focusing on the development of new technologies to enable step-change increases in crop yield to enhance global food security. Yield10 is using two proprietary advanced biotechnology trait gene discovery platforms to improve fundamental crop yield through enhanced photosynthetic carbon capture and increased carbon utilization efficiency to increase seed yield. These platforms are based on the principle that plants which capture and utilize carbon more efficiently will enable more robust crops capable of increased seed yield. Yield10 is working to translate and demonstrate the commercial value of novel yield trait genes it has identified in major crops and to identify additional genome editing targets for improved crop performance in several key food and feed crops, including canola, soybean, rice and corn. Yield10 Bioscience is headquartered in Woburn, Massachusetts and has an additional agricultural science facility with greenhouses located in Saskatoon, Saskatchewan, Canada. The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. With the exception of 2012, when the Company recognized $38,885 of deferred revenue from a terminated joint venture, the Company has recorded losses since its initial founding, including its fiscal year ending December 31, 2016. During 2016, the Company completed a strategic restructuring under which Yield10 Bioscience became its core business. In connection with the restructuring, the Company discontinued its pilot biopolymer production and other biopolymer operations, sold substantially all of its biopolymer assets to CJ CheilJedang Corporation ("CJ") for a total purchase price of $10,000 and reduced staffing levels to approximately twenty full-time employees as of December 31, 2016, in order to focus on crop science activities and significantly reduce the Company's cash burn rate used in operations. During 2016, the Company recorded restructuring charges of $3,525 and as of December 31, 2016, restructuring obligations of $2,048 remain outstanding with various payment due dates through May 2018. As of December 31, 2016, the Company held unrestricted cash and cash equivalents of $7,309. The Company anticipates current cash resources will be sufficient to fund operations and meet its obligations, including its restructuring obligations, when due into the fourth quarter of 2017. This forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of expenses could vary materially and adversely as a result of a number of factors. The Company has evaluated the new guidance of ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40) in order to determine whether there is substantial doubt about its ability to continue as a going concern for one year after the date its financial statements are issued. The Company's ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing through, among other sources, public or private equity financing, secured or unsecured debt financing, equity or debt bridge financing, additional government research grants or collaborative arrangements with third parties, as to which no assurances can be given. Management does not know whether additional financing will be available on terms favorable or acceptable to the Company when needed, if at all. If adequate additional funds are not available when required, or if the Company is unsuccessful in entering collaborative arrangements for further research, management may be forced to curtail the Company's research efforts, explore strategic alternatives and/or wind down its operations, pursue options for liquidating its remaining assets, including intellectual property and equipment and/or seek strategic alternatives. Based on the cash forecast, management has determined that the Company's present capital resources are not sufficient to fund its planned operations for a twelve month period from the date that the financial statements are issued, and therefore, raise substantial doubt about its ability to continue as a going concern. During 2015, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC ("Aspire"). Under terms of the agreement, Aspire committed to purchase up to $20,000 of Yield10 Bioscience common stock over a 30 month period that will end on May 8, 2018. Common stock may be sold from time to time at the Company’s option under pricing formulas based on prevailing market prices around the time of each sale. The purchase agreement contains limitations on the number of shares that the Company may sell to Aspire. Additionally, the Company and Aspire may not effect any sales of shares of its common stock under the purchase agreement during the continuance of an event of default or on any trading day that the closing sale price of its common stock is less than $0.50 per share. At December 31, 2016, the market price for the Company's common stock was below $0.50, and although the full $20,000 remained available under the purchase agreement with Aspire, market conditions likely limit the extent which the Company can draw on this facility. If the Company issues equity or debt securities to raise additional funds, (i) the Company may incur fees associated with such issuance, (ii) its existing stockholders may experience dilution from the issuance of new equity securities, (iii) the Company may incur ongoing interest expense and be required to grant a security interest in Company assets in connection with any debt issuance, and (iv) the new equity or debt securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. In addition, utilization of the Company’s net operating loss and research and development credit carryforwards may be subject to significant annual limitations under Section 382 of the Internal Revenue Code of 1986 due to ownership changes resulting from equity financing transactions. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its potential products or proprietary technologies, or grant licenses on terms that are not favorable to the Company. On June 30, 2016, the Company received a Notice of Delisting from The Nasdaq Stock Market LLC ("Nasdaq") as a result of the Company's bid price for the previous 30 consecutive business days closing below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5810(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with an initial period of 180 calendar days, or until December 27, 2016, to regain compliance. On December 28, 2016, the Company received a second notice that Nasdaq had granted the Company an additional 180 days (until June 26, 2017) to regain compliance with Nasdaq's $1.00 per share minimum bid price. The Company is considering actions that it may take in order to regain compliance with this continued listing requirement. |
Summary of Significant Accounting Policies |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions were eliminated, including transactions with its Canadian subsidiary, Metabolix Oilseeds, Inc. On September 16, 2016, the Company completed the sale of its biopolymer intellectual property and certain equipment and inventory to an affiliate of CJ in a transaction that met the requirements for discontinued operations reporting in accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The consolidated financial statements for each of the two years ending December 31, 2016, have been presented to reflect the Company's biopolymer operation as a discontinued operation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less at the date of purchase to be cash equivalents. Investments The Company considers all investments purchased with an original maturity date of ninety days or more at the date of purchase and a maturity date of one year or less at the balance sheet date to be short-term investments. All other investments are classified as long-term. The Company held no short or long-term investments at December 31, 2016 or December 31, 2015. Unrealized gains and temporary losses on investments are included in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Realized gains and losses, dividends, interest income and declines in value judged to be other-than-temporary credit losses are included in other income (expense). Any premium or discount arising at purchase is amortized and/or accreted to interest income. Restricted Cash The Company had restricted cash in the amount of $432 and $619 at December 31, 2016, and December 31, 2015, respectively. At December 31, 2016, restricted cash consists of $307 held in connection with the lease agreement for the Company's Woburn, Massachusetts facility and $125 held in connection with its corporate credit card program. Deferred Equity Financing Costs The Company entered into a common stock purchase agreement in 2015 with Aspire Capital in which Aspire committed to purchase up to $20,000 of the Company's common stock over a 30-month period (see Note 9). Offering costs incurred to establish this agreement have been recorded as deferred equity financing costs in the accompanying consolidated balance sheet at December 31, 2016 and December 31, 2015. These costs will be charged to additional paid-in-capital as shares are issued under the agreement. In the event it is determined that no additional shares will be issued, any remaining deferred equity offering costs will be recognized as expense at that time. Foreign Currency Translation Foreign denominated assets and liabilities of the Company's wholly-owned foreign subsidiaries are translated into U.S. dollars at the prevailing exchange rates in effect on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are recorded in accumulated other comprehensive income (loss) in the consolidated balance sheet. When the Company dissolves, sells or substantially sells all of the assets of a consolidated foreign subsidiary, the cumulative translation gain or loss of that subsidiary is released from comprehensive income (loss) and included within its consolidated statement of operations during the fiscal period when the dissolution or sale occurs. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and certain changes in stockholders' equity that are excluded from net income (loss). The Company includes unrealized gains and losses on marketable securities and foreign currency translation adjustments in other comprehensive income (loss). Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents and accounts receivable. The Company has historically invested its cash equivalents in highly rated money market funds, corporate debt, federal agency notes and U.S. treasury notes. Investments are acquired in accordance with the Company's investment policy which establishes a concentration limit per issuer. At December 31, 2016, the Company's cash equivalents were invested solely in money market funds. The Company's receivables related to government grants are believed to have a low risk of default. At December 31, 2016, the Company's accounts and unbilled receivables of $188 are substantially all from research grants with the U.S. government under which the Company serves as either the primary contractor or as a subcontractor. At December 31, 2015, the Company's accounts and unbilled receivables included $156 or 29% from government research grants. Fair Value Measurements The carrying amounts of the Company's financial instruments as of December 31, 2016 and 2015, which include cash equivalents, accounts receivable, unbilled receivables, receivables due from related parties, accounts payable, and accrued expenses, approximate their fair values due to the short-term nature of these instruments. See Note 4 for further discussion on fair value measurements. Segment Information The accounting guidance for segment reporting establishes standards for reporting information on operating segments in annual financial statements. The Company is an agricultural bioscience company operating in one segment, which is the development of technologies to produce step-change improvements in crop yield for food and feed crops. The Company's chief operating decision-maker does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company's consolidated operating results. As of December 31, 2016, and December 31, 2015, less than 10% of the Company's combined total assets were located outside of the United States. In addition, the reported net income (loss) outside of the United States was less than 10% of the combined net income (loss) of the consolidated Company. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Repairs and maintenance are charged to operations as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets once they are placed in service as follows:
The Company records incentive payments received from its landlords as deferred rent and amortizes these amounts as reductions to lease expense over the lease term. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The guidance further requires that companies recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows and measure an impairment loss as the difference between the carrying amount and fair value of the asset. Revenue Recognition The Company's principal source of continuing revenue is from its government research grants in which it serves as either the primary contractor or as a subcontractor. These contracts grants are considered an ongoing major and central operation of the Company's business. Revenue is earned as research expenses related to the grants are incurred. Revenue earned on government grants, but not yet invoiced as of the balance sheet date, are recorded as unbilled receivables in the accompanying consolidated balance sheets for the years ended December 31, 2016 and December 31, 2015. Funds received from government grants in advance of work being performed are recorded as deferred revenue until earned. Research and Development All costs associated with internal research and development are expensed as incurred. Research and development expenses include, among others, direct costs for salaries, employee benefits, subcontractors, product trials, facility related expenses, depreciation, and stock-based compensation. Costs related to revenue-producing contracts and government grants are recorded as research and development expenses. General and Administrative Expenses The Company's general and administrative expense includes costs for salaries, employee benefits, facilities expenses, consulting fees, travel expenses, depreciation expenses, and office related expenses incurred to support the administrative operations of the Company. Intellectual Property Costs The Company includes all costs associated with the prosecution and maintenance of patents within general and administrative expenses in the consolidated statement of operations. Stock-Based Compensation All share-based payments to employees, members of the Board of Directors and non-employees are recognized in the statement of operations based on their fair values. For employees and members of the Company's Board of Directors, who receive nearly all of our stock awards, stock compensation expense is recognized based on the grant-date fair value of the award, adjusted for estimated forfeitures, and is recognized on a straight-line basis over the period during which the recipient is required to provide service in exchange for the award. See Note 10 for a description of the types of stock-based awards granted, the compensation expense related to such awards and detail of equity-based awards outstanding. Basic and Diluted Net Loss per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted net loss per share is computed by dividing net income by the weighted-average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated by adding to the weighted shares outstanding any potential (unissued) shares of common stock from outstanding stock options and warrants based on the treasury stock method, as well as weighted shares outstanding of any potential (unissued) shares of common stock from restricted stock units. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, there is no difference in basic and dilutive loss per share. Common stock equivalents include stock options, restricted stock awards and warrants. The Company follows the two-class method when computing net loss per share, when it has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participating rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based on their respective rights to receive dividends, as if all income for the period has been distributed or losses to be allocated if they are contractually required to fund losses. There were no amounts allocated to participating securities during each of the two years ended December 31, 2016, as the Company was in a loss position and had no shares that met the definition of participating securities outstanding at December 31, 2016 and December 31, 2015. The number of shares of potentially dilutive common stock presented on a weighted average basis, related to options, restricted stock units and warrants (prior to consideration of the treasury stock method) that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the years ended December 31, 2016 and 2015, respectively, are shown below:
In July 2016, the Board of Directors of the Company approved a strategic restructuring plan under which Yield10 Bioscience became its core business with a focus on developing disruptive technologies for step-change improvements in crop yield to enhance global food security. In connection with this restructuring, the Company discontinued its biopolymer operations. The Company's consolidated statement of operations for the years ending December 31, 2016 and 2015, included in this annual report have been prepared to present basic and diluted earnings per share from continuing and discontinued operations. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company's tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to a level which, more likely than not, will be realized. See Note 11 for further discussion of income taxes. The Company had no amounts recorded for any unrecognized tax benefits as of December 31, 2016 and 2015. The Company accounts for uncertain tax positions using a "more-likely-than-not" threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The provision for income taxes includes the effects of any resulting tax reserves or unrecognized tax benefits that are considered appropriate as well as the related net interest and penalties, if any. The Company evaluates uncertain tax positions on a quarterly basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. Restructuring Charges In July 2016, the Company announced a strategic restructuring under which Yield10 Bioscience became its core business and its biopolymer operations were discontinued. The Company records estimated restructuring charges for employee severance and contract termination costs as a current period expense as those costs become contractually fixed, probable and estimable. The long and short-term obligations associated with these charges is reduced or adjusted as payments are made or the Company's estimates are revised. Recent Accounting Standards Changes From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that we adopt as of the specified effective date. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40). The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for one year after the date that the financial statements are issued and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. This guidance should reduce diversity in the timing and content of footnote disclosures. The amendments in this update apply to all entities and are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company adopted ASU 2014-15 for its fiscal year ending December 31, 2016. The adoption impacted presentation and disclosure only and did not have an impact on the Company's financial position or results of operations. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. The new standard also clarifies that an entity should determine each separately identifiable source or use within the cash receipts and cash payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. The new standard will be effective for the Company on January 1, 2018. The Company is in the process of evaluating the impact of this new guidance. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income are to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. The new standard will be effective for us on January 1, 2020. The Company is in the process of evaluating the impact of this new guidance. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. The new standard simplifies the embedded derivative analysis for debt instruments containing contingent call or put options by removing the requirement to assess whether a contingent event is related to interest rates or credit risks. The new standard will be effective for us on January 1, 2017. The adoption of this standard is not expected to have an impact on our financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. The new standard eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an adjustment must be made to the investment, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The new standard will be effective for the Company on January 1, 2017. The adoption of this standard is not expected to have a material impact on our financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The new standard will be effective for the Company on January 1, 2017. The Company is in the process of evaluating the impact of this new guidance. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for us on January 1, 2019. The Company is in the process of evaluating the impact of this new guidance. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new standard amends certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair values be measured at fair value with changes in fair value recognized in our results of operations. The new standard does not apply to investments accounted for under the equity method of accounting or those that result in consolidation of the investee. Equity investments that do not have readily determinable fair values may be measured at fair value or at cost minus impairment adjusted for changes in observable prices. A financial liability that is measured at fair value in accordance with the fair value option is required to be presented separately in other comprehensive income for the portion of the total change in the fair value resulting from change in the instrument-specific credit risk. In addition, a valuation allowance should be evaluated on deferred tax assets related to available-for-sale debt securities in combination with other deferred tax assets. The new standard will be effective for us on January 1, 2018. The Company is in the process of evaluating the impact of this new guidance. In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU is the result of a joint project by the FASB and the International Accounting Standards Board ("IASB") to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards ("IFRS") that would: remove inconsistencies and weaknesses, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices across entities, jurisdictions, industries, and capital markets, improve disclosure requirements and resulting financial statements, and simplify the presentation of financial statements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. On July 9, 2015, the FASB voted to delay the effective date of the new revenue standard by one year, but to permit entities to choose to adopt the standard as of the original date. We have begun to evaluate the effect the new revenue standard will have on our consolidated financial statements and related disclosures, but have not completed our evaluation and implementation process. We intend to complete the process during 2017 and adopt the standard on January 1, 2018, using the full retrospective adoption transition method. The adoption of this standard is not expected to have a material impact on our financial position or results of operations. |
Significant Collaborations |
12 Months Ended |
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Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Collaborations | Significant Collaborations The Company follows the accounting guidance for collaborative arrangements which requires that certain transactions between collaborators be recorded in the income statement on either a gross or net basis, depending on the characteristics of the collaboration relationship, and provides for enhanced disclosure of collaborative relationships. The Company evaluates its collaborative agreements for proper income statement classification based on the nature of the underlying activity. Yield10 Bioscience is not currently participating in any collaborative arrangements. The Company's historic strategy for collaborative arrangements has been to retain substantial participation in the future economic value of its technology while receiving current cash payments to offset research and development costs and working capital needs. By their nature, the Company's collaborative agreements have been complex, containing multiple elements covering a variety of present and future activities. |
Fair Value Measurements |
12 Months Ended |
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Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company has certain financial assets recorded at fair value which have been classified as Level 1 within the fair value hierarchy as described in the accounting standards for fair value measurements. Fair value is the price that would be received from the sale of an asset or the price paid to transfer a liability in an orderly transaction between independent market participants at the measurement date. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy level is determined by the lowest level of significant input. At December 31, 2016 and 2015, the Company did not own any Level 2 or Level 3 financial assets or liabilities and there were no transfers of financial assets or liabilities between category levels for the years ended December 31, 2016 and December 31, 2015. The Company's assets are measured at fair value on a recurring basis. The balance of Level 1 assets as of December 31, 2016 and December 31, 2015 were $1,018 and $8,013, respectively, and for both years the assets were in money market funds classified in cash and cash equivalents. |
Property and Equipment, Net |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment, Net | Property and Equipment, Net Property and equipment consist of the following:
Depreciation expense for continuing operations for the years ended December 31, 2016 and 2015, was $177 and $118, respectively. |
Accrued Expenses |
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Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following:
Included within accrued employee compensation and benefits is $626 of employee post-employment severance at December 31, 2016, associated with the Company's restructuring that was completed during 2016. See Note 14. The Company did not have a severance accrual at December 31, 2015. Accrued commercial manufacturing expenses at December 31, 2016, includes the current portion of the Company's terminated manufacturing contract obligation of $933. See Note 14. |
Commitments and Contingencies |
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Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies Leases The Company rents its facilities under operating leases, which expire at various dates through December 2026. Rent expense for continuing operations under operating leases for the years ended December 31, 2016 and 2015, was $1,889 and $2,063, respectively. At December 31, 2016, the Company's future minimum payments required under operating leases are as follows:
Lease Commitments On January 20, 2016, the Company entered into a lease agreement, pursuant to which the Company leases approximately 29,622 square feet of office and research and development space located at 19 Presidential Way, Woburn, Massachusetts. The lease began on June 1, 2016 and will end on November 30, 2026. The Company provided the landlord with a security deposit in the form of a letter of credit in the amount of $307. Pursuant to the lease, the Company also will pay certain taxes and operating costs associated with the premises throughout the term of the lease. During the buildout of the rented space, the landlord paid $889 for tenant improvements to the facility and an additional $444 for tenant improvements that result in increased rental payments by the Company. The current and non-current portions of the lease incentive obligations related to the landlord’s contributions toward the cost of tenant improvements are recorded within accrued expenses and long-term lease incentive obligation, respectively, in the Company's consolidated balance sheet contained herein. On October 10, 2016, the Company entered into a sublease agreement with a subsidiary of CJ for the sublease of approximately 9,874 square feet of its leased facility located in Woburn, Massachusetts. The subleased space was determined to be in excess of the Company's needs as a result of its recent strategic shift to Yield10 Bioscience and the related restructuring of its operations. The sublease is coterminous with the Company's master lease. CJ will pay rent and operating expenses equal to approximately one-third of the amounts payable to the landlord by the Company, as adjusted from time-to-time in accordance with the terms of the master lease. Total future minimum operating lease payments of $7,143 shown above are net of the CJ sublease payments. In October 2016, CJ provided the Company with a security deposit of $103 in the form of an irrevocable letter of credit. The Company also leases approximately 13,702 square feet of office and laboratory space at 650 Suffolk Street, Lowell, Massachusetts. The lease for this facility expires in May 2020, with an option to renew for one five-year period. The Company is currently working with a commercial real estate broker to locate a subtenant for this space. The Company's wholly-owned subsidiary, Metabolix Oilseeds, Inc. ("MOI"), located in Saskatoon, Saskatchewan, Canada, leases approximately 4,100 square feet of office, laboratory and greenhouse space. MOI's leases for its various leased facilities expire between April 30, 2017 and September 30, 2017. The Company expects to renew these Canadian leases prior to their expiration. Contractual Commitments In connection with the wind down of its biopolymer operations, the Company ceased pilot production of biopolymer material and reached agreements with the owner-operators of its biopolymer production facilities regarding the termination of their services. The Company recorded contract termination costs related to these manufacturing agreements of $2,641 during 2016, which is included within discontinued operations in the Company's statement of operations included in this report. As of December 31, 2016, approximately $1,500 of the obligations remain outstanding and will be paid in quarterly installments through May 2018. The short and long-term portions of these contractual liabilities are recorded in accrued expenses and contract termination obligation, respectively, in the Company's consolidated balance sheets contained herein.
Litigation From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. The Company is not currently aware of any such proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on the business, financial condition or the results of operations. Guarantees As of December 31, 2016 and 2015, the Company did not have significant liabilities recorded for guarantees. The Company enters into indemnification provisions under various agreements with other companies in the ordinary course of business, typically with business partners, contractors, and customers. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of its activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. However, to date Yield10 Bioscience has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of December 31, 2016 and December 31, 2015. |
License Agreements and Related Parties |
12 Months Ended |
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Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Parties The Company previously licensed certain technology to Tepha, Inc., a related party, for use in medical applications. During May 2016, the Company entered into an amendment to its license agreement with Tepha, in which the Company received a lump sum payment of $2,000 in consideration for an early buyout of all future royalties under the agreement and the licensing of two additional production strains and related intellectual property that was fully delivered to Tepha during 2016. The Company recognized $2,272 and $578 of license and royalty revenue from Tepha for the years ended December 31, 2016 and 2015, respectively. During 2016, the Company also received $11 from Tepha in connection with their purchase of certain laboratory equipment previously used in the Company's biopolymer operations. At December 31, 2016 and December 31, 2015, the Company had outstanding receivables due from Tepha of $1 and $146, respectively. During June 2016, the Company entered into a purchase and licensing agreement with a third party in which the Company received a lump sum payment of $1,000 in consideration for the sale of certain biopolymer inventory and a non-exclusive license to certain patents owned or controlled by the Company related to biopolymers. The Company recorded license fee and royalty revenue of $850 and product sales of $150 for the year ended December 31, 2016, related to this agreement. The patents underlying these license agreements are now owned by CJ. As a consequence of this sale and the Company's discontinuation of its biopolymer operations, license fee and royalty revenue is included within income (loss) from discontinued operations within the Company's consolidated statements of operations. See Note 15. |
Capital Stock |
12 Months Ended |
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Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Capital Stock | Capital Stock Common Stock In connection with the wind down of its biopolymer operations, the Company ceased pilot production of biopolymer material at its third-party biopolymer production facilities. On September 19, 2016, the Company entered into an early termination agreement with the owner-operator of one of the biopolymer production facilities. As part of the consideration for the early termination, the Company issued 275,000 unregistered shares of Yield10 common stock. On October 7, 2015, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC. Under the terms of the agreement, Aspire committed to purchase up to an aggregate of $20,000 of the Company's common stock over a 30 month period that will end on May 8, 2018. Common stock may be sold from time to time at the Company’s direction under pricing formulas based on prevailing market prices around the time of each sale. The purchase agreement contains limitations on the number of shares that the Company may sell to Aspire. Additionally, the Company and Aspire may not effect any sales of shares of the Company's common stock under the purchase agreement during the continuance of an event of default or on any trading day that the closing sale price of its common stock is less than $0.50 per share. Upon execution of the purchase agreement, the Company issued 300,000 shares of its common stock to Aspire with a fair value of $450, as a commitment fee. In addition, the Company incurred $172 of additional costs in connection with the Aspire facility, which along with the fair value of the common stock has been recorded as deferred equity financing costs in the accompanying consolidated balance sheet at December 31, 2016 and December 31, 2015. These costs will be charged to additional paid-in-capital as shares are issued to Aspire. In the event it is determined no additional shares will be issued under the purchase agreement, any remaining deferred equity offering costs will be expensed at such time. At December 31, 2016, the full $20,000 under the purchase agreement remains available for sale to Aspire. On June 19, 2015, the Company completed a private placement of its securities. Proceeds received from the transaction were $14,703, net of issuance costs of $297. Investors participating in the transaction purchased a total of 4,370,000 shares of common stock at a price of $3.32 per share and warrants with a purchase price of $0.125 per warrant to purchase up to an aggregate of 3,933,000 additional shares of common stock. The warrants have a four-year term and are immediately exercisable at a price of $3.98 per share. The Company has determined that the warrants should be recorded within equity as additional paid-in capital. Preferred Stock The Company's certificate of incorporation, as amended and restated, authorizes it to issue up to 5,000,000 shares of $0.01 par value preferred stock. As of December 31, 2016 and December 31, 2015, no preferred stock was issued or outstanding. |
Stock-Based Compensation |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation The Company adopted a stock plan in 2006 (the "2006 Plan"), which provided for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights. In October 2014, the 2006 Plan was terminated and the Company adopted a new plan (the "2014 Plan"). No further grants or awards were subsequently made under the 2006 Plan. A total of 1,467,076 options have been awarded from the 2006 Plan and as of December 31, 2016, 482,314 of these options remain outstanding and eligible for future exercise. The 2014 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights. A total of 5,401,118 options have been awarded from the 2014 Plan and as of December 31, 2016, 5,376,786 of these options remain outstanding and eligible for future exercise. A total of 1,192,023 restricted stock awards have been awarded from the 2014 Plan and as of December 31, 2016, 261,283 of these restricted stock awards are unvested and outstanding. Expense Information for Employee Stock Awards The Company recognized stock-based compensation expense, related to employee stock awards, including awards to non-employees and members of the Board of Directors, of $848 and $2,128 for the years ended December 31, 2016 and 2015, respectively. At December 31, 2016, there was approximately $1,828 of stock-based compensation expense, net of estimated forfeitures, related to unvested awards not yet recognized which is expected to be recognized over a weighted average period of 1.81 years. Stock Options Options granted under the 2006 Plan and the 2014 Plan (the "Plans") generally vest ratably over periods of one to four years from the date of hire for new employees, or date of award for existing employees, or date of commencement of services with the Company for nonemployees, and generally expire ten years from the date of issuance. The Company's policy is to issue new shares upon the exercise of stock options. On October 26, 2016, the Company's Compensation Committee granted stock options for a total of 4,560,000 shares to employees who remained with the Company after the Company's restructuring was completed. Of this amount, options for 1,750,000 shares were contingent until December 21, 2016, when shareholder approval of certain amendments to the 2014 Plan was obtained, at which point they were no longer contingent. Each option has an exercise price per share equal to the fair market value of the Company's common stock on the date of grant, vests in four equal semi-annual installments at a rate of 25% per installment over two years, and has a term of ten years from the date of grant. On November 4, 2016, the Company's former chief executive officer ("CEO"), was granted stock options for 750,000 shares upon the execution of separation and release agreements relating to the termination of his employment with the Company. These options have an exercise price per share equal to the fair market value of the Company's common stock on the date of grant, were fully vested on the date of grant, became exercisable on the effective date of the release agreement, and will remain exercisable through December 19, 2023. The Company recognized the full fair value of this award as stock compensation expense in its fourth fiscal quarter ending December 31, 2016. In December 2013, the Company's Board of Directors granted a non-qualified stock option award for the purchase of 191,667 shares of common stock to its former CEO in connection with his agreement to serve as a member of the Company's Board and to accept employment as its President and Chief Executive Officer. Upon execution of his separation agreement on November 4, 2016, the 143,750 remaining unvested stock options under this award became fully vested. The Company accounted for this vesting as an award modification and recorded the new fair value of the remaining options as expense during the Company's fourth fiscal quarter. A summary of the activity related to the shares of common stock covered by outstanding options is as follows:
The weighted average grant date fair value per share of options granted during fiscal years 2016 and 2015, was $0.31, and $2.61, respectively. No options were exercised during 2016 and 2015, and therefore the intrinsic value for exercised options during the two years was not applicable. The weighted average remaining contractual term for options outstanding as of December 31, 2016 was 8.8 years. For the years ended December 31, 2016, and 2015, the Company determined the fair value of stock options using the Black-Scholes option pricing model with the following assumptions for option grants, respectively:
The Company determined its volatility assumption based on actual market price fluctuations experienced during its trading history. The risk-free interest rate used for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a term similar to the expected life of the related option. The expected term of the options is based upon evaluation of historical and expected future exercise behavior. The stock price volatility and expected terms utilized in the calculation involve management's best estimates at that time, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option. The accounting standard for stock-based compensation requires that the Company recognize compensation expense for only the portion of options that are expected to vest. Therefore, the Company has estimated expected forfeitures of stock options for the grants valued. In developing a forfeiture rate estimate, the Company considered its historical experience and actual forfeitures for the year. The Company will continue to evaluate its forfeiture rate as compared to the actual number of forfeitures in future periods to determine if adjustments to compensation expense may be required. Restricted Stock Units During 2015, the Company initiated use of Restricted Stock Units ("RSUs") as a broad-based form of long-term compensation incentive for its officers, directors and employees. On April 1, 2015, the Company awarded 203,967 RSUs under the 2014 Plan to members of senior management pursuant to elections previously made by the senior managers to convert a portion of their 2014 performance bonuses from cash to equity. These RSUs vested one year later on April 1, 2016. During the year ended December 31, 2015, the Company also awarded a total of 906,806 additional long-term incentive RSUs to senior management and employees. These RSUs vest in four equal annual installments beginning one year after the date of grant, subject to service conditions. On September 10, 2015, the Company awarded 81,250 RSUs to its non-employee directors. These RSUs vested on May 28, 2016. Upon execution of the separation agreement with our former CEO on November 4, 2016, the Company accelerated the vesting of 151,250 previously outstanding RSUs awarded to him in 2015. The Company recorded stock compensation expense for the fair value of these RSUs during its fiscal quarter ended December 31, 2016, as a result of the accelerated vesting. The accelerated vesting of the RSUs and existing stock options previously discussed was provided pursuant to the terms of the separation agreement in lieu of any cash severance and 2016 cash bonus payable under the CEO's previous employment agreement. The Company records stock compensation expense for RSUs on a straight line basis over their vesting period based on each RSU's award date market value. The Company recognizes compensation expense for only the portion of awards that are expected to vest. Therefore, the Company has estimated expected forfeitures of RSU's for the awards valued. In developing a forfeiture rate estimate, the Company considered its historical experience and actual forfeitures for the year. The Company will continue to evaluate its forfeiture rate as compared to the actual number of forfeitures in future periods to determine if adjustments to compensation expense may be required. The Company will pay minimum required income tax withholding associated with RSUs for its employees. As the RSUs vest, the Company will withhold a number of shares with an aggregate fair market value equal to the minimum tax withholding amount (unless the employee makes other arrangements for payment of the tax withholding) from the common stock issuable at the vest date. During the year ended December 31, 2016, the Company withheld vested shares with a fair value of $296 to pay for minimum tax withholding associated with RSU vesting. No such amounts were paid during the year ended December 31, 2015. A summary of RSU activity for the year ended December 31, 2016 is as follows:
Expense Information for Non-employee Stock Awards During the year ended December 31, 2016, the Company granted stock options to purchase 55,000 shares of common stock to non-employee members of the Company's scientific advisory board. The compensation expense related to these options is to be recognized over a period of 2 years. The granted options vest 50% annually and such vesting is contingent upon future services provided by the advisors to the Company. Stock compensation expense of $9 related to these non-employee stock awards was recorded during the year ended December 31, 2016. No options were awarded and no stock compensation expense was recorded for the year ended December 31, 2015, related to non-employee option grants. Options remaining unvested for non-employees are subject to remeasurement each reporting period prior to their vesting in full. Since the fair market value of the options issued to non-employees is subject to change in the future, the compensation expense recognized each year may not be indicative of future stock-based compensation charges. |
Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Income Taxes The components of loss from continuing operations before provision for income taxes consist of the following:
The reported amount of income tax expense for the years differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of changes in valuation allowance. Significant components of the Company's net deferred tax assets are as follows:
The items accounting for the difference between the income tax benefit computed at the federal statutory rate of 34% and the provision for income taxes were as follows:
The tax years 2013 through 2016 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the U.S. The statute of limitations for net operating losses utilized in future years will remain open beginning in the year of utilization. The Company's policy is to record estimated interest and penalties related to uncertain tax positions as income tax expense. As of December 31, 2016 and 2015, the Company had no accrued interest or penalties recorded related to uncertain tax positions. At December 31, 2016, the Company had net operating loss carryforwards (NOLs) for federal, state and international income tax purposes of approximately $63,285, $58,732 and $2,404, respectively. Included in the federal and state net operating loss carryforwards is $543 deduction related to the exercise of stock options. This amount represents an excess tax benefit which will be realized when it results in a reduction of cash taxes in accordance with ASC 718. The Company's existing federal and state net operating loss carryforwards will begin to expire on various dates through 2036. The Company also had available research and development credits for federal and state income tax purposes of approximately $1,195 and $673, respectively. These federal and state research and development credits will begin to expire in 2034 and 2029, respectively. As of December 31, 2016, the Company also had available investment tax credits for state income tax purposes of $14, which also begin to expire in 2017. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards and research and development credits. Under the applicable accounting standards, management has considered the Company's history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets. Utilization of the net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company completed an evaluation of its ownership changes through December 31, 2015 and determined that an ownership change occurred on August 22, 2014 in connection with the Company's issuance of Common and Series B Convertible Preferred stock. As a consequence of this ownership change, the Company's NOLs, tax credit carryforwards and other tax deductions allocable to the tax periods preceding the ownership change became subject to limitation under Section 382. The Company has reduced its associated deferred tax assets accordingly. The Company has not yet completed an evaluation of ownership changes through December 31, 2016. To the extent an ownership change occurs in the future, the net operating loss, credit carryforwards and other deferred tax assets may be subject to further limitations. For the year ended December 31, 2016, the Company recognized tax expense of $1,097 as a result of net income recorded for discontinued operations. This tax expense is offset in consolidation by a tax benefit of $1,097 as a result of the Company's net loss from continuing operations. No additional provision has been made for U.S. income taxes related to the undistributed earnings of the wholly-owned subsidiaries of Yield10 Bioscience, Inc. or for unrecognized deferred tax liabilities for temporary differences related to investments in subsidiaries as the amounts are not significant. As such, earnings are expected to be permanently reinvested, the investments are essentially permanent in duration, or the Company has concluded that no additional tax liability will arise as a result of the distribution of such earnings. A liability could arise if amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed. It is not practical to estimate the additional income taxes related to permanently reinvested earnings or the basis differences related to investment in subsidiaries. Unremitted earnings at December 31, 2016 and December 31, 2015 approximated $346 and $311, respectively. |
Employee Benefits |
12 Months Ended |
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Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefits | Employee Benefits The Company maintains a 401(k) savings plan in which substantially all of its regular U.S. employees are eligible to participate. Participants may contribute up to 60% of their annual compensation to the plan, subject to eligibility requirements and annual IRS limitations. The Company's plan provides for a matching contribution in common stock of up to 4.5% of a participant's total compensation dependent upon the level of participant contributions made during the plan year. Pursuant to this plan, the Company issued 319,309, and 131,113 shares of common stock during the years ended December 31, 2016, and 2015, respectively, and recorded $281, and $323, respectively, of related expense. Company contributions are fully vested upon issuance. |
U.S. Department of Energy Grants |
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Dec. 31, 2016 | |
Research and Development Arrangement with Federal Government [Abstract] | |
U.S. Department of Energy Grants | U.S. Department of Energy Grants In 2011, the Company entered into a multi-year $6.0 million grant agreement entitled, Renewable Enhanced Feedstocks for Advanced Biofuels and Bioproducts, with the U.S. Department of Energy for the development of switchgrass. The Company used the funds to perform research to enhance the yield of bio-based products, biopower, or fuels made from switchgrass to produce denser biomass and other products that can be further processed to make fuels such as butanol, chemicals such as propylene, and other materials to improve the economic competitiveness of future biorefineries. The Company recognized revenue from the grant over the term of the agreement as it incurred related research and development costs and it met its prorated cost-sharing obligation of approximately $3.9 million. During the year ended December 31, 2015, the Company recognized the final $1,028 in revenue related to this grant. In 2015, the Company entered into a multi-year $2.0 million grant agreement entitled, Production of High Oil, Transgene Free Camelina Sativa Plants through Genome Editing, with the U.S. Department of Energy for the development of Camelina sativa feedstock. The Company is using the funds to perform research to increase oil content and/or seed yield to maximize oil yields per acre. Continued receipt of grant proceeds is contingent upon the availability of government appropriated funds and the Company's ability to make substantial progress towards meeting the objectives of the award. The Company recognizes revenue from the grant over the term of the agreement as it incurs related research and development costs and provided it meets its prorated cost-sharing obligation of approximately $0.5 million. The Company may elect to retain rights to inventions it conceives or reduces to practice in the performance of work under the award, subject to certain rights of the U.S. Government. During the years ended December 31, 2016 and 2015, the Company recognized $913 and $33, respectively, in revenue related to this grant. The grant is expected to complete in September 2017. |
Discontinued Operation |
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Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operation | Discontinued Operation In July 2016, the Company announced a strategic restructuring plan under which Yield10 Bioscience became its core business. Yield10 Bioscience discontinued its biopolymer operations and eliminated approximately 45 positions in its biopolymer operations and corporate organization. As part of this strategic shift, the Company completed the sale of its biopolymer intellectual property and certain equipment and inventory to an affiliate of CJ during September 2016. The $10,000 purchase price paid by CJ was primarily for the acquisition of intellectual property, including the Company’s PHA strains, patent rights, know-how and its rights, title and interest in certain license agreements. None of this intellectual property was previously capitalized to the Company’s balance sheet. As such, the transaction resulted in a gain on the sale of approximately $9,868, net of the book value of the equipment sold. In addition to the CJ purchase, other parties acquired various capital equipment of the biopolymer operation for a total purchase price of approximately $428, resulting in a net loss on sale of this equipment of approximately $35. The Company will not have further involvement in the operations of the discontinued biopolymer business. The following are the major items comprising income or loss from discontinued operations for the years ended December 31, 2016 and December 31, 2015.
At December 31, 2015, current assets and other assets of disposal group classified as held for sale of $328 and $800, respectively, shown on the Company's condensed consolidated balance sheet, represent biopolymer inventory and biopolymer production and laboratory equipment, respectively. All of this inventory and equipment was located in the U.S. At December 31, 2016, the sale of assets to CJ was completed and these assets are no longer carried within the Company's balance sheet. The following are the non-cash operating items and investing items related to discontinued operations for the years ended December 31, 2016 and December 31, 2015.
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Restructuring |
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Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring | Restructuring In July 2016, the Company announced a strategic restructuring under which Yield10 Bioscience has become its core business and the biopolymer operations were discontinued. As part of its strategic restructuring, the Company reduced staffing levels to twenty full-time employees as of December 31, 2016, and in January 2017, the Company formally changed its name to Yield10 Bioscience, Inc.. See Note 15, Discontinued Operations. In connection with the wind down of biopolymer operations, the Company also ceased pilot production of biopolymer materials and reached agreements with the owner-operators of its biopolymer production facilities regarding the termination of these services. During 2016, the Company made cash payments of $1,023, issued 275,000 shares of company common stock with a fair market value of $85 and transferred certain biopolymer-related production equipment with a net book value of $111 to settle a portion of these agreements and other restructuring activities. Remaining cash restructuring costs at December 31, 2016, of $2,048 are expected to be paid out at various times through May 2018.
With the exception of approximately $238 of employee severance and related costs incurred for non-biopolymer employees, total restructuring costs shown in the table above have been classified within discontinued operations in the Company's consolidated statement of operations for the year ended December 31, 2016. Amounts related to the biopolymer production agreements are included in research and development expenses within discontinued operations as shown in Note 15. Remaining unpaid manufacturing contract termination costs of $933 and $489 are included in accrued expenses and contract termination obligation in the Company's consolidated balance sheet at December 31, 2016. Employee severance and related costs shown in the table above, are included in accrued expenses in the Company's consolidate balance sheet at December 31, 2016. |
Geographic Information |
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Geographic Information | Geographic Information The geographic distribution of the Company's revenues and long-lived assets from continuing operations is summarized as follows:
Foreign revenue is based on the country in which the Company's subsidiary that earned the revenue is domiciled. During 2016, grant revenue earned from the Company's BETO grant and subaward with North Carolina State University totaled $913 and $246, or 79% and 21%, respectively, of total revenue. During 2015, revenue earned from the Company's REFABB grant with U.S. Department of Energy totaled $1,028, or 76% of total revenue. |
Summary of Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||
Principles of Consolidation | Principles of Consolidation The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions were eliminated, including transactions with its Canadian subsidiary, Metabolix Oilseeds, Inc. On September 16, 2016, the Company completed the sale of its biopolymer intellectual property and certain equipment and inventory to an affiliate of CJ in a transaction that met the requirements for discontinued operations reporting in accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The consolidated financial statements for each of the two years ending December 31, 2016, have been presented to reflect the Company's biopolymer operation as a discontinued operation. |
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Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
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Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less at the date of purchase to be cash equivalents. |
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Investments | Investments The Company considers all investments purchased with an original maturity date of ninety days or more at the date of purchase and a maturity date of one year or less at the balance sheet date to be short-term investments. All other investments are classified as long-term. The Company held no short or long-term investments at December 31, 2016 or December 31, 2015. Unrealized gains and temporary losses on investments are included in accumulated other comprehensive income (loss) as a separate component of stockholders' equity. Realized gains and losses, dividends, interest income and declines in value judged to be other-than-temporary credit losses are included in other income (expense). Any premium or discount arising at purchase is amortized and/or accreted to interest income. |
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Restricted Cash | Restricted Cash The Company had restricted cash in the amount of $432 and $619 at December 31, 2016, and December 31, 2015, respectively. At December 31, 2016, restricted cash consists of $307 held in connection with the lease agreement for the Company's Woburn, Massachusetts facility and $125 held in connection with its corporate credit card program. |
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Foreign Currency Translation | Foreign Currency Translation Foreign denominated assets and liabilities of the Company's wholly-owned foreign subsidiaries are translated into U.S. dollars at the prevailing exchange rates in effect on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are recorded in accumulated other comprehensive income (loss) in the consolidated balance sheet. When the Company dissolves, sells or substantially sells all of the assets of a consolidated foreign subsidiary, the cumulative translation gain or loss of that subsidiary is released from comprehensive income (loss) and included within its consolidated statement of operations during the fiscal period when the dissolution or sale occurs. |
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Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and certain changes in stockholders' equity that are excluded from net income (loss). The Company includes unrealized gains and losses on marketable securities and foreign currency translation adjustments in other comprehensive income (loss). |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents and accounts receivable. The Company has historically invested its cash equivalents in highly rated money market funds, corporate debt, federal agency notes and U.S. treasury notes. Investments are acquired in accordance with the Company's investment policy which establishes a concentration limit per issuer. At December 31, 2016, the Company's cash equivalents were invested solely in money market funds. The Company's receivables related to government grants are believed to have a low risk of default. |
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Fair Value Measurements | Fair Value Measurements The carrying amounts of the Company's financial instruments as of December 31, 2016 and 2015, which include cash equivalents, accounts receivable, unbilled receivables, receivables due from related parties, accounts payable, and accrued expenses, approximate their fair values due to the short-term nature of these instruments. See Note 4 for further discussion on fair value measurements. |
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Segment Information | Segment Information The accounting guidance for segment reporting establishes standards for reporting information on operating segments in annual financial statements. The Company is an agricultural bioscience company operating in one segment, which is the development of technologies to produce step-change improvements in crop yield for food and feed crops. The Company's chief operating decision-maker does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company's consolidated operating results. As of December 31, 2016, and December 31, 2015, less than 10% of the Company's combined total assets were located outside of the United States. In addition, the reported net income (loss) outside of the United States was less than 10% of the combined net income (loss) of the consolidated Company. |
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Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Repairs and maintenance are charged to operations as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets once they are placed in service as follows:
The Company records incentive payments received from its landlords as deferred rent and amortizes these amounts as reductions to lease expense over the lease term. |
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Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The guidance further requires that companies recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows and measure an impairment loss as the difference between the carrying amount and fair value of the asset. |
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Revenue Recognition | Revenue Recognition The Company's principal source of continuing revenue is from its government research grants in which it serves as either the primary contractor or as a subcontractor. These contracts grants are considered an ongoing major and central operation of the Company's business. Revenue is earned as research expenses related to the grants are incurred. Revenue earned on government grants, but not yet invoiced as of the balance sheet date, are recorded as unbilled receivables in the accompanying consolidated balance sheets for the years ended December 31, 2016 and December 31, 2015. Funds received from government grants in advance of work being performed are recorded as deferred revenue until earned. |
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Research and Development | Research and Development All costs associated with internal research and development are expensed as incurred. Research and development expenses include, among others, direct costs for salaries, employee benefits, subcontractors, product trials, facility related expenses, depreciation, and stock-based compensation. Costs related to revenue-producing contracts and government grants are recorded as research and development expenses. |
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General, and Administrative Expenses | General and Administrative Expenses The Company's general and administrative expense includes costs for salaries, employee benefits, facilities expenses, consulting fees, travel expenses, depreciation expenses, and office related expenses incurred to support the administrative operations of the Company. |
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Intellectual Property Costs | Intellectual Property Costs The Company includes all costs associated with the prosecution and maintenance of patents within general and administrative expenses in the consolidated statement of operations. |
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Stock-Based Compensation | Stock-Based Compensation All share-based payments to employees, members of the Board of Directors and non-employees are recognized in the statement of operations based on their fair values. For employees and members of the Company's Board of Directors, who receive nearly all of our stock awards, stock compensation expense is recognized based on the grant-date fair value of the award, adjusted for estimated forfeitures, and is recognized on a straight-line basis over the period during which the recipient is required to provide service in exchange for the award. See Note 10 for a description of the types of stock-based awards granted, the compensation expense related to such awards and detail of equity-based awards outstanding. |
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Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted net loss per share is computed by dividing net income by the weighted-average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated by adding to the weighted shares outstanding any potential (unissued) shares of common stock from outstanding stock options and warrants based on the treasury stock method, as well as weighted shares outstanding of any potential (unissued) shares of common stock from restricted stock units. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, there is no difference in basic and dilutive loss per share. Common stock equivalents include stock options, restricted stock awards and warrants. The Company follows the two-class method when computing net loss per share, when it has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participating rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based on their respective rights to receive dividends, as if all income for the period has been distributed or losses to be allocated if they are contractually required to fund losses. There were no amounts allocated to participating securities during each of the two years ended December 31, 2016, as the Company was in a loss position and had no shares that met the definition of participating securities outstanding at December 31, 2016 and December 31, 2015. |
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Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company's tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to a level which, more likely than not, will be realized. See Note 11 for further discussion of income taxes. The Company had no amounts recorded for any unrecognized tax benefits as of December 31, 2016 and 2015. The Company accounts for uncertain tax positions using a "more-likely-than-not" threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The provision for income taxes includes the effects of any resulting tax reserves or unrecognized tax benefits that are considered appropriate as well as the related net interest and penalties, if any. The Company evaluates uncertain tax positions on a quarterly basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. |
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Recent Accounting Standards Changes | Recent Accounting Standards Changes From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that we adopt as of the specified effective date. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40). The new guidance addresses management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for one year after the date that the financial statements are issued and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. This guidance should reduce diversity in the timing and content of footnote disclosures. The amendments in this update apply to all entities and are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company adopted ASU 2014-15 for its fiscal year ending December 31, 2016. The adoption impacted presentation and disclosure only and did not have an impact on the Company's financial position or results of operations. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies certain aspects of the statement of cash flows, including the classification of debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees and beneficial interests in securitization transactions. The new standard also clarifies that an entity should determine each separately identifiable source or use within the cash receipts and cash payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. The new standard will be effective for the Company on January 1, 2018. The Company is in the process of evaluating the impact of this new guidance. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income are to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. The new standard will be effective for us on January 1, 2020. The Company is in the process of evaluating the impact of this new guidance. In March 2016, the FASB issued ASU No. 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments. The new standard simplifies the embedded derivative analysis for debt instruments containing contingent call or put options by removing the requirement to assess whether a contingent event is related to interest rates or credit risks. The new standard will be effective for us on January 1, 2017. The adoption of this standard is not expected to have an impact on our financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. The new standard eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an adjustment must be made to the investment, results of operations and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The new standard will be effective for the Company on January 1, 2017. The adoption of this standard is not expected to have a material impact on our financial position or results of operations. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The new standard involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The new standard will be effective for the Company on January 1, 2017. The Company is in the process of evaluating the impact of this new guidance. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires that all lessees recognize the assets and liabilities that arise from leases on the balance sheet and disclose qualitative and quantitative information about its leasing arrangements. The new standard will be effective for us on January 1, 2019. The Company is in the process of evaluating the impact of this new guidance. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new standard amends certain aspects of accounting and disclosure requirements of financial instruments, including the requirement that equity investments with readily determinable fair values be measured at fair value with changes in fair value recognized in our results of operations. The new standard does not apply to investments accounted for under the equity method of accounting or those that result in consolidation of the investee. Equity investments that do not have readily determinable fair values may be measured at fair value or at cost minus impairment adjusted for changes in observable prices. A financial liability that is measured at fair value in accordance with the fair value option is required to be presented separately in other comprehensive income for the portion of the total change in the fair value resulting from change in the instrument-specific credit risk. In addition, a valuation allowance should be evaluated on deferred tax assets related to available-for-sale debt securities in combination with other deferred tax assets. The new standard will be effective for us on January 1, 2018. The Company is in the process of evaluating the impact of this new guidance. In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU is the result of a joint project by the FASB and the International Accounting Standards Board ("IASB") to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards ("IFRS") that would: remove inconsistencies and weaknesses, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices across entities, jurisdictions, industries, and capital markets, improve disclosure requirements and resulting financial statements, and simplify the presentation of financial statements. The core principle of the new guidance is that an entity should recognize revenue to depict the transfer of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. On July 9, 2015, the FASB voted to delay the effective date of the new revenue standard by one year, but to permit entities to choose to adopt the standard as of the original date. We have begun to evaluate the effect the new revenue standard will have on our consolidated financial statements and related disclosures, but have not completed our evaluation and implementation process. We intend to complete the process during 2017 and adopt the standard on January 1, 2018, using the full retrospective adoption transition method. The adoption of this standard is not expected to have a material impact on our financial position or results of operations. |
Summary of Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of estimated useful life of assets used to compute depreciation using the straight-line method | Depreciation is computed using the straight-line method over the estimated useful lives of the assets once they are placed in service as follows:
Property and equipment consist of the following:
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Schedule of shares used to calculate diluted earnings per share | The number of shares of potentially dilutive common stock presented on a weighted average basis, related to options, restricted stock units and warrants (prior to consideration of the treasury stock method) that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the years ended December 31, 2016 and 2015, respectively, are shown below:
|
Property and Equipment, Net (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of components of property and equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the assets once they are placed in service as follows:
Property and equipment consist of the following:
|
Accrued Expenses (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of accrued expenses | Accrued expenses consist of the following:
|
Commitments and Contingencies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of the Company's future minimum payments required under operating leases | At December 31, 2016, the Company's future minimum payments required under operating leases are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Purchase Commitment |
|
Stock-Based Compensation (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of the activity related to the shares of common stock covered by outstanding options under the plans | A summary of the activity related to the shares of common stock covered by outstanding options is as follows:
|
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Schedule of assumptions used in determining fair value of stock options granted using the Black-Scholes option pricing model | For the years ended December 31, 2016, and 2015, the Company determined the fair value of stock options using the Black-Scholes option pricing model with the following assumptions for option grants, respectively:
|
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Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of RSU activity for the year ended December 31, 2016 is as follows:
|
Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of components of profit (loss) before provision for income taxes | The components of loss from continuing operations before provision for income taxes consist of the following:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of significant components of the Company's net deferred tax asset | Significant components of the Company's net deferred tax assets are as follows:
|
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Schedule of items accounting for the difference between the income tax benefit computed at the federal statutory rate and the provision for income taxes | The items accounting for the difference between the income tax benefit computed at the federal statutory rate of 34% and the provision for income taxes were as follows:
|
Discontinued Operation (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of discontinued operations | The following are the non-cash operating items and investing items related to discontinued operations for the years ended December 31, 2016 and December 31, 2015.
The following are the major items comprising income or loss from discontinued operations for the years ended December 31, 2016 and December 31, 2015.
|
Restructuring (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring and Related Costs | In connection with the wind down of biopolymer operations, the Company also ceased pilot production of biopolymer materials and reached agreements with the owner-operators of its biopolymer production facilities regarding the termination of these services. During 2016, the Company made cash payments of $1,023, issued 275,000 shares of company common stock with a fair market value of $85 and transferred certain biopolymer-related production equipment with a net book value of $111 to settle a portion of these agreements and other restructuring activities. Remaining cash restructuring costs at December 31, 2016, of $2,048 are expected to be paid out at various times through May 2018.
|
Geographic Information (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of the geographic distribution of revenues and long-lived assets from continuing operations | The geographic distribution of the Company's revenues and long-lived assets from continuing operations is summarized as follows:
|
Nature of Business (Details) |
12 Months Ended | ||||
---|---|---|---|---|---|
Oct. 07, 2015
$ / shares
|
Dec. 31, 2016
USD ($)
employee
|
Dec. 31, 2015
USD ($)
|
Nov. 09, 2015
USD ($)
|
Dec. 31, 2014
USD ($)
|
|
Related party transactions | |||||
Restructuring target number of employees remaining | employee | 20 | ||||
Unrestricted cash and cash equivalents | $ 7,309,000 | $ 12,269,000 | $ 20,046,000 | ||
Period over which company's present capital resources are not sufficient to fund its planned operations | 12 months | ||||
Sales price of stock (less than .5 in dollars per share) | $ / shares | $ 0.50 | ||||
CJ Cheil Jedang Corporation | |||||
Related party transactions | |||||
Proceeds from divestiture of businesses | $ 0 | ||||
Aspire | |||||
Related party transactions | |||||
Common stock, commitment to sell, amount | 20,000,000 | $ 20,000,000 | |||
Long-term purchase commitment, period | 30 months | ||||
Discontinued operations | |||||
Related party transactions | |||||
Restructuring charges | 3,525,000 | ||||
Restructuring costs remaining | $ 2,048,000 | $ 2,963,000 |
Summary of Significant Accounting Policies (Details) |
12 Months Ended | |||
---|---|---|---|---|
May 26, 2015 |
Dec. 31, 2015
USD ($)
|
Dec. 31, 2016
USD ($)
|
Nov. 09, 2015
USD ($)
|
|
Concentration of credit risk | ||||
Restricted cash | $ 619,000 | $ 432,000 | ||
Restricted cash held in connection with lease agreements | 307,000 | |||
Restricted cash held in connection with the company's corporate credit card program | 125,000 | |||
Shares issued for each share converted | 0.1667 | |||
Income tax expense (benefit) | 0 | 0 | ||
Government grants | ||||
Concentration of credit risk | ||||
Accounts receivable | $ 156,000 | 188,000 | ||
Receivables/sales (as a percent) | 29.00% | |||
Aspire | ||||
Concentration of credit risk | ||||
Common stock, commitment to sell, amount | $ 20,000,000 | $ 20,000,000 |
Summary of Significant Accounting Policies (Details 2) |
12 Months Ended |
---|---|
Dec. 31, 2016
segment
| |
Segment Information | |
Number of operating segments | 1 |
Equipment | Minimum | |
Property and Equipment | |
Estimated Useful Life | 2 years 6 months |
Equipment | Maximum | |
Property and Equipment | |
Estimated Useful Life | 3 years |
Furniture and fixtures | |
Property and Equipment | |
Estimated Useful Life | 5 years |
Software | |
Property and Equipment | |
Estimated Useful Life | 3 years |
Summary of Significant Accounting Policies (Details 3) - shares |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 5,539,292 | 4,033,564 |
Options | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 898,711 | 943,197 |
Restricted stock awards | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 707,581 | 946,074 |
Warrants | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 3,933,000 | 2,144,293 |
Fair Value Measurements (Details) - USD ($) $ in Thousands |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Fair Value Disclosures [Abstract] | ||
Assets, fair value | $ 1,018 | $ 8,013 |
Property and Equipment, Net (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Property and equipment, net | ||
Total property and equipment, at cost | $ 3,215 | $ 2,817 |
Less: Accumulated depreciation | (1,476) | (2,712) |
Property and equipment, net | 1,739 | 105 |
Depreciation expense for continuing operations | 177 | 118 |
Equipment | ||
Property and equipment, net | ||
Total property and equipment, at cost | 1,048 | 1,049 |
Furniture and fixtures | ||
Property and equipment, net | ||
Total property and equipment, at cost | 226 | 220 |
Leasehold improvements | ||
Property and equipment, net | ||
Total property and equipment, at cost | 1,825 | 1,265 |
Software | ||
Property and equipment, net | ||
Total property and equipment, at cost | $ 116 | $ 283 |
Accrued Expenses (Details) - USD ($) |
Dec. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Restructuring Cost and Reserve [Line Items] | ||
Employee compensation and benefits | $ 713,000 | $ 2,114,000 |
Commercial manufacturing | 939,000 | 465,000 |
Professional services | 459,000 | 431,000 |
Other | 591,000 | 503,000 |
Total accrued expenses | 2,702,000 | 3,513,000 |
Employee severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | 238,000 | $ 0 |
Contract Termination | ||
Restructuring Cost and Reserve [Line Items] | ||
Commercial manufacturing | $ 933,000 |
Commitments and Contingencies (Details) $ in Thousands |
Dec. 31, 2016
USD ($)
|
---|---|
Future minimum lease payments | |
2017 | $ 836 |
2018 | 802 |
2019 | 828 |
2020 | 705 |
2021 | 624 |
2022 and thereafter | $ 3,348 |
Contractual Obligations (Details) $ in Thousands |
Dec. 31, 2016
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
2017 | $ 1,000 |
2018 | 500 |
2019 and thereafter | 0 |
Total | $ 1,500 |
License Agreements and Related Parties (Details) $ in Thousands |
1 Months Ended | 12 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2016
USD ($)
|
May 31, 2016
USD ($)
production_strain
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2015
USD ($)
|
|
Related party transactions | ||||
License and royalty revenue | $ 1,000 | $ 850 | ||
Outstanding receivable | 1 | $ 146 | ||
Revenue, Product Sales To Related Party | 150 | |||
Tepha, Inc. | ||||
Related party transactions | ||||
Related party prepayment | $ 2,000 | |||
Number of prepaid additional production strains | production_strain | 2 | |||
License and royalty revenue | 2,272 | 578 | ||
Related Party Transaction, Purchases from Related Party | 11 | |||
Outstanding receivable | $ 1 | $ 146 |
Stock-Based Compensation RSU (Details) - USD ($) |
12 Months Ended | |||
---|---|---|---|---|
Nov. 04, 2016 |
Sep. 10, 2015 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Number of RSUs | ||||
Outstanding at December 31, 2015 | 1,286,773 | |||
Awarded | 0 | |||
Released | (605,381) | |||
Forfeited | (420,109) | |||
Outstanding at December 31, 2016 | 261,283 | 1,286,773 | ||
Vested and expected to vest as of December 31, 2016 | 202,710 | |||
Weighted average remaining recognition period (years) | 2 years 3 months | |||
Weighted average grant date fair value of RSUs granted during the year ended December 31, 2016 | $ 0.00 | |||
Weighted Average Remaining Contractual Life (years) | ||||
Outstanding at December 31, 2016 | 1 year 3 months | |||
Vested and expected to vest as of December 31, 2016 | 1 year 2 months 16 days | |||
Minimum income tax withholding associated with employee vested RSUs | $ (296,000) | $ 0 | ||
Non - Executive Employees | Restricted Stock Units (RSUs) | ||||
Number of RSUs | ||||
Awarded | 81,250 | |||
Weighted Average Remaining Contractual Life (years) | ||||
Accelerated vesting (in shares) | 151,250 |
Stock-Based Compensation - Expense Information for Non-employee Stock Awards (Details) - Nonemployee Stock Options - USD ($) |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Stock-based compensation | ||
Period for recognition of compensation expense | 2 years | |
Stock compensation expense | $ 9,000 | $ 0 |
Granted (in shares) | 55,000 | 0 |
Employee Benefits (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Compensation and Retirement Disclosure [Abstract] | ||
Maximum contribution by participants under the 401(k) savings plan (as a percent) | 60.00% | |
Employer's matching contribution in common stock as a percentage of a participant's total compensation, percent | 4.50% | |
Common stock issued under the 401(k) savings plan (in shares) | 319,309 | 131,113 |
Related expense for common stock issued under the 401(k) savings plan | $ 281 | $ 323 |
U.S. Department of Energy Grants (Details) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2012 |
|
Renewable Enhanced Feedstock for Advanced Biofuels and Bioproducts | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Multi-year grant agreement amount | $ 6,000,000 | ||
Prorated cost-sharing obligation amount | $ 3,900,000 | ||
Revenue recognized related to the multi-year grant agreement | $ 1,028,000 | ||
Production of High Oil, Transgene Free Camelina Sativa Plants through Genome Editing | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Prorated cost-sharing obligation amount | 500,000 | ||
Revenue recognized related to the multi-year grant agreement | 913,000 | $ 33,000 | |
Government contract receivable, unbilled amounts | $ 2,000,000.0 |
Discontinued Operation (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Costs and Expenses [Abstract] | ||
Total net income (loss) from discontinued operations | $ 1,585 | $ (11,241) |
Metabolix GmbH | ||
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | ||
Total revenue | 4,945 | 1,244 |
Costs and Expenses [Abstract] | ||
Cost of product revenue | 793 | 660 |
Research and development | 9,854 | 9,970 |
Selling, general and administrative | 1,449 | 1,888 |
Net gain on sales of biopolymer assets | (9,833) | 0 |
Other expense | 0 | (33) |
Total costs and expenses | 2,263 | 12,485 |
Total net income (loss) from discontinued operations | $ 2,682 | $ (11,241) |
Discontinued Operation - Non-cash Operating (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation | $ 515 | $ 265 |
Charge for 401(k) company common stock match | 281 | 323 |
Stock-based compensation | 848 | 2,128 |
Inventory impairment | 199 | 209 |
Investing item: | ||
Purchases of property and equipment | (752) | (654) |
Metabolix GmbH | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Depreciation | 326 | 147 |
Charge for 401(k) company common stock match | 118 | 167 |
Stock-based compensation | 217 | 663 |
Inventory impairment | 199 | 209 |
Non-cash restructuring expense paid through stock and equipment | 196 | 0 |
Gain on sale of discontinued operation and property and equipment | (9,833) | (33) |
Investing item: | ||
Purchases of property and equipment | $ (193) | $ 615 |
Restructuring - Textual Details (Details) - USD ($) shares in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Restructuring Cost and Reserve [Line Items] | ||
Commercial manufacturing | $ 939,000 | $ 465,000 |
Contract termination obligation, net of current portion | 489,000 | 0 |
Issuance of stock in connection with private placement, net of offering costs | (296,000) | 14,703,000 |
Transfer of equipment to settle contractual liability | 111,000 | 0 |
Biopolymer Production Agreements | ||
Restructuring Cost and Reserve [Line Items] | ||
Commercial manufacturing | $ 933,000 | |
Issuance of stock in connection with private placement (in shares) | 275 | |
Issuance of stock in connection with private placement, net of offering costs | $ 85,000 | |
Transfer of equipment to settle contractual liability | 111,000 | |
Employee severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Reserve | $ 238,000 | $ 0 |
Geographic Information (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Geographic Information | ||
Net revenues to unaffiliated customers | $ 1,159 | $ 1,350 |
Revenues | 1,159 | 1,350 |
Identifiable long-lived assets | 1,739 | 105 |
U.S. | ||
Geographic Information | ||
Net revenues to unaffiliated customers | 1,159 | 1,349 |
Revenues | 1,159 | 1,349 |
Identifiable long-lived assets | 1,739 | 103 |
Canada | ||
Geographic Information | ||
Net revenues to unaffiliated customers | 0 | 1 |
Revenues | 906 | 770 |
Identifiable long-lived assets | 0 | 2 |
Eliminations | ||
Geographic Information | ||
Revenues | (906) | (769) |
Inter-geographic revenues | Canada | ||
Geographic Information | ||
Revenues | 906 | 769 |
Inter-geographic revenues | Eliminations | ||
Geographic Information | ||
Revenues | $ (906) | $ (769) |
Geographic Information (Details 2) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Revenue earned | ||
Revenue earned from grant | $ 1,159 | $ 1,350 |
BETO | ||
Revenue earned | ||
Revenue earned from grant | 913 | |
North Carolina State University | ||
Revenue earned | ||
Revenue earned from grant | $ 246 | |
U.S. Department of Energy | ||
Revenue earned | ||
Revenue earned from grant | $ 1,028 | |
Revenues | BETO | ||
Revenue earned | ||
Percentage of total revenue | 79.00% | |
Revenues | North Carolina State University | ||
Revenue earned | ||
Percentage of total revenue | 21.00% | |
Revenues | U.S. Department of Energy | ||
Revenue earned | ||
Percentage of total revenue | 76.00% |
Summary of Quarterly Financial Data (unaudited) (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Quarterly Financial Information Disclosure [Abstract] | ||
Total revenues | $ 1,159 | $ 1,350 |
Loss from continuing operations | (10,248) | (12,469) |
Loss from discontinued operations | 1,585 | (11,241) |
Net loss | $ (7,604) | $ (23,681) |
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