Form S-1

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This is an initial public offering of shares of common stock of BioAmber Inc. All of the shares of common stock are being sold by the company.

Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $ and $ . We intend to list the common stock on the under the symbol “BIOA.”

See “Risk Factors” on page 12 to read about factors you should consider before buying shares of the common stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

To the extent that the underwriters sell more than shares of common stock, the underwriters have the option to purchase up to an additional shares from us at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on , 2012.

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

This prospectus contains information concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, that is based on information from various sources (including industry publications, surveys and forecasts and our internal research) and on assumptions that we have made which we believe to be reasonable based on that data and other similar sources and on our knowledge of those markets. In most cases, our internal research has not been verified by any independent source. Projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections entitled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

We have obtained or filed for trademark protection in the United States and internationally, for the mark “BioAmber” with and without our logo, and our tag line “Chemistry Inspired by Nature” in connection with succinic acid, succinic salts and derivatives, dicarboxylic acid, dicarboxylic salts and derivatives. Solely for convenience, the trademarks, trade names and service marks referred to in this prospectus are without the ^® and TM symbols, but such references are not intended to indicate, in any way, that the owner thereof will not assert, to the fullest extent under applicable law, such owner’s rights to these trademarks, service marks and trade names. This prospectus contains additional trade names, trademarks and service marks of other companies, which, to our knowledge, are the property of their respective owners.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider in making your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including our financial statements and the related notes included elsewhere in this prospectus. You should also consider, among other things, the matters described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in each case appearing elsewhere in this prospectus. Unless otherwise stated, all references to “us,” “our,” “BioAmber,” “we,” the “Company” and similar designations in this prospectus refer to BioAmber Inc. and its subsidiaries, and unless the context otherwise requires, all references to “capacity” refer to annual capacity.

BioAmber Inc.

Overview

We are a next-generation chemicals company. Our proprietary technology platform combines industrial biotechnology, an innovative purification process and chemical catalysis to convert renewable feedstocks into chemicals that are cost-competitive replacements for petroleum-derived chemicals. We currently sell our first product, bio-succinic acid, to customers in a variety of chemical markets in connection with our product and market development efforts. We manufacture our bio-succinic acid in a facility using a commercial scale 350,000 liter fermenter in Pomacle, France, which we believe to be one of the largest bio-based chemical manufacturing facilities in the world. We have produced 487,000 pounds, or 221 metric tons, of bio-succinic acid at this facility.

We have achieved a number of accomplishments through the successful implementation of our proprietary technology platform including:

a history of commercial scale fermentation and continuous purification;

low-cost bio-succinic acid production capability;

a customer-qualified manufacturing facility;

supply agreements for the sale of over 84,000 metric tons of bio-succinic acid and its derivatives over the next five years;

an equity partnership for our first global scale biochemical production facility; and

multiple exclusive technology partnerships.

Succinic acid can be used to manufacture a wide variety of products used everyday, including plastics, food additives and personal care products, and can also be used as a building block for a number of derivative chemicals. Today, petroleum-derived succinic acid is not being used in many potential applications because of its relatively high production costs and selling price. We believe that our low-cost production capability and our development of next-generation bio-succinic acid derived products including 1,4 butanediol, or BDO, which is used to produce polyesters, plastics, spandex and other products, will provide us with access to a more than $10 billion market opportunity. Combining these opportunities with other building block chemicals we are developing, including adipic acid and caprolactam, which are used in the production of nylons, we believe that our total addressable market is in excess of $34 billion.

We believe we can produce bio-succinic acid that is cost-competitive with succinic acid produced from oil priced as low as $35 per barrel, based on management’s estimates of production costs at our

planned facility in Sarnia, Ontario and an assumed corn price of $6.50 per bushel. We expect the productivity of our next-generation organism and on-going process improvements to further reduce our production costs. Our ability to compete on cost is not dependent on government subsidies or tariffs.

We are working to rapidly expand our accessible markets and product portfolio. We have entered into strategic relationships with several leading companies, such as our multi-year agreement with Mitsubishi Chemical Corporation for bio-succinic acid. We have also entered into agreements with LANXESS Deutschland GmbH, or Lanxess, Solvay SA, or Solvay, and others for the development of other bio-succinic acid derivatives.

We have entered into technology partnerships to lower our production costs, expand our product portfolio and enhance our chemical production platform. We have established multiple technology licenses or collaborations, including with Cargill, DuPont, Mid-Atlantic Technology Research and Innovation Center, or MATRIC, Agro-industrie Recherches et Développements, or ARD, Celexion, LLC and entities funded by the U.S. Department of Energy, or DOE.

In order to support our growth strategy, we have begun to rapidly expand our manufacturing capacity. We have entered into a joint venture agreement with Mitsui for our next manufacturing facility in Sarnia, Ontario, which has a projected full capacity of 34,000 metric tons of bio-succinic acid and 23,000 metric tons of bio-BDO. We have commenced engineering and permitting for this facility and the initial phase is expected to be operational in 2013. This facility will be fully funded through equity contributions by both us and Mitsui as well as a combination of government grants and interest-free loans. In addition, we and Mitsui intend to jointly build two additional facilities that will be co-located at existing industrial sites in Thailand and in either the United States or Brazil. These additional facilities are expected to each produce 65,000 metric tons of bio-succinic acid and 50,000 metric tons of bio-BDO at full capacity. Collectively, these three facilities are expected to represent an aggregate production capacity of 164,000 metric tons of bio-succinic acid and 123,000 metric tons of bio-BDO at full capacity.

Our Industry

The global chemical industry is a $4.1 trillion market, based on total global chemical shipments in 2010, according to the American Chemistry Council. Chemicals are utilized in a broad range of end-use markets, including heavy industry, mining, construction, consumer goods, textiles and healthcare. While the global chemical industry provides many value-added products to industrial and consumer end-markets, it is facing an increasing number of challenges as a result of its significant reliance on petroleum as its primary feedstock. As a result, there is significant and growing demand for a low-cost and sustainable alternative to using petroleum for chemical production. Multiple biochemical processes have been developed to address this demand, primarily using microorganisms that can convert sugars derived from renewable feedstocks into various chemical building blocks. We believe there is a significant opportunity for bio-based chemical manufacturers who can reliably and cost-competitively deliver product at scale that meets the required specifications of customers.

Our Solution

cost-competitive bio-succinic acid that meets the specifications of large chemical companies. We believe our solution enables us to address multiple large chemical markets, including polyurethanes, plasticizers, personal care products, de-icing solutions, resins and coatings, food additives and lubricants, that are currently being served by petrochemicals by:

providing value to chemical companies through cost-competitive, renewable chemical alternatives that offer equal or better performance;

delivering products in quantities, which we believe are in excess of our bio-based competitors, that enable our customers to test and certify our products;

continuing to innovate microorganisms and purification processes to further drive down production costs and expand the market opportunity;

mitigating the impact of potential feedstock volatility by using less feedstock per ton of output than most other sugar-based processes for biochemicals other than succinic acid; and

producing significantly lower greenhouse gas emissions than the processes used to manufacture petroleum-based products by sequestering carbon dioxide in the process of producing bio-succinic acid and eliminating the emission of nitrous oxide in the process of producing bio-adipic acid.

Our Strengths

Our business benefits from a number of competitive strengths, including:

Proprietary Technology Platform that Addresses a Large Market Opportunity. We own or have exclusive rights to specific microorganisms, chemical catalysis technology and a unique, scalable and flexible purification process that, when combined and optimized, convert renewable feedstocks into chemically identical replacements for petroleum-derived equivalents addressing a more than $34 billion market opportunity.

Selling Commercial Product Today. We have sold bio-succinic acid to 12 customers in 2011 in connection with our product and market development efforts, after having met their quality, performance and cost requirements. We believe we are the first and only company selling bio-succinic acid products in commercial quantities.

Proven Cost-Competitive Economics at Large Scale. Our experience operating the facility in Pomacle, France over the past 21 months with a 350,000 liter commercial scale fermenter has helped us refine our process and cost-competitively make bio-succinic acid without subsidies. We expect to produce bio-succinic acid at our planned facility in Sarnia, Ontario that is cost-competitive with succinic acid produced from oil priced as low as $35 per barrel.

Limited Exposure to the Availability and Price of Sugar. Our process requires less sugar than most other renewable products because 25% of the carbon in our biosuccinic acid originates from carbon dioxide. This makes our process less vulnerable to sugar price increases relative to other bio-based processes. In addition, our projected demand for sugar is a small fraction of the existing capacity in the markets in which we plan to operate. Given our modest demand, rapid growth in our production capacity would not likely have a material impact on the price of sugar in any of our markets.

Established, Diverse Customer Base. Our industry leadership, product quality and economics are validated by the contracts we have signed with customers in a variety of end-markets. We have

entered into supply agreements for the sale of over 84,000 metric tons of bio-succinic acid and its derivatives over the next five years. These close relationships provide us with a continuous feedback mechanism that helps us deliver products that best meet our customers’ needs.

Third-Party Commitments for Global Manufacturing Expansion. We have signed an agreement with Mitsui to jointly build a facility in Sarnia, Ontario, that is expected to produce bio-succinic acid and bio-BDO with a total capacity of 34,000 metric tons of bio-succinic acid and 23,000 metric tons of bio-BDO at full capacity. Our agreement with Mitsui contemplates the construction and operation of two additional facilities. Once these facilities are fully operational, we estimate these three facilities will have a combined production capacity of 164,000 metric tons of bio-succinic acid and 123,000 metric tons of bio-BDO.

Experienced Management Team with Strong Track Record. Our management team consists of experienced professionals, possessing on average over 25 years of relevant experience in scaling up, manufacturing and commercializing chemicals, gained at both large companies and entrepreneurial start-ups. Members of our management team have worked at companies including Cargill, DuPont, INVISTA, Dow Corning Corporation, the former plastics division of General Electric Company, Royal DSM N.V. and the Genencor division of Danisco A/S.

Our Strategy

Our goal is to be the leading provider of renewable chemicals by replacing petroleum-based chemicals with our bio-based alternatives, which we believe could revolutionize the global chemical industry. We intend to:

Rapidly Expand Our Global Manufacturing Capacity. As demand for our products grows, we intend to rapidly construct new facilities in multiple geographic regions employing a design that facilitates expedient and capital-efficient growth. We intend to retain operational control and a majority interest in these facilities and collaborate with third parties to obtain capital, construct the facilities, secure feedstock, sell future output and assist with manufacturing and market access.

Target the Large and Established BDO Market. We are developing high-volume, high-value bio-succinic acid derivatives such as bio-BDO, which are used in the production of polyesters, plastics, spandex and other products. We have entered into a joint venture agreement with Mitsui to manufacture, market and sell bio-BDO and leverage Mitsui’s strength as a leading distributor of chemicals to target the $4 billion market for BDO.

Develop Next-Generation Succinic-Derived Products. We intend to leverage our proprietary technology platform and expertise in the production of bio-succinic acid to target additional high value-added products, such as polybutylene succinate, or PBS, a biodegradable plastic, de-icing solutions and plasticizers. We expect that these high value-added chemicals will offer better performance than the petroleum-derived products that they seek to replace.

Continue to Reduce the Cost of Our Products. Our goal is to be the low-cost producer of the bio-based chemicals we manufacture, which we expect will drive market acceptance of our products across several applications. We believe we have inherent advantages in our proprietary production process and we intend to further reduce our production costs by increasing the scale of our manufacturing process and introducing new proprietary technologies.

Expand Product Platform to Additional Building Block Chemicals. We intend to leverage our flexible technology platform and extensive experience developing, producing and marketing

bio-succinic acid to expand our product base to additional building block chemicals, including adipic acid and caprolactam. These products are used in the production of carpeting, rugs, textile laminations, garment linings, adhesives for shoe soles and resins used in the paper products industry.

Industry Awards

In June 2011, we were awarded the Presidential Green Chemistry Award for small business innovation, presented by the Environmental Protection Agency and American Chemical Society for being the first company to successfully develop and commercialize a bio-based chemical that directly substitutes its petroleum-derived equivalent and offers a better environmental footprint. In October 2011, we were awarded the ICIS Innovation Award, winning the Best Business Innovation category for the development and commercialization of our bio-succinic acid platform. We are only the second company that has been awarded the prestigious ICIS Innovation Award and the Presidential Green Chemistry Challenge Award in the same year.

Risk Factors

Our business is subject to many risks and uncertainties, as more fully described under “Risk Factors” in this prospectus, of which you should be aware before investing in our common stock. For example:

We have a limited operating history, a history of losses, anticipate continuing to incur losses for a period of time, and may never achieve or sustain profitability.

The funding, construction and operation of our future facilities involve significant risks, which may prevent us from executing our expansion strategy.

We may not obtain the additional financing we need in order to grow our business, develop or enhance our products or respond to competitive pressures.

We have generated only limited sales of bio-succinic acid to date and we face significant challenges to developing our business.

Our prior success in developing bio-succinic acid may not be indicative of our ability to leverage our bio-succinic acid technology to develop and commercialize derivatives of bio-succinic acid and other bio-based building block chemicals.

Demand for our bio-succinic acid, bio-BDO and other bio-succinic acid derivatives may take longer to develop or become more costly to produce than we anticipate, and technological innovations in our industry may allow our competitors to produce them at a lower cost, which may reduce demand for our products.

We are dependent on our relationships with strategic partners, licensors, collaborators and other third parties for research and development, the funding, construction and operation of our manufacturing facilities and the commercialization of our products and our failure to manage these relationships could delay or prevent us from developing and commercializing our products.

Our operations are dependent upon certain raw materials and utilities, principally sugars, carbon dioxide, hydrogen, steam and electricity, which make us vulnerable to supply availability and price fluctuations.

Our inability to adequately protect and enforce our intellectual property, or to prevent the operation of our business from infringing the intellectual property of others, may make it difficult or cost prohibitive to carry on our business as currently planned.

The Offering

Common stock offered by us

Common stock to be outstanding after this offering

Option to purchase additional shares

The underwriters have an option to purchase a maximum of additional shares of common stock from us. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Use of proceeds

We intend to use the net proceeds from this offering to construct additional manufacturing facilities and for working capital and other general corporate purposes. See the section entitled “Use of Proceeds.”

Proposed exchange symbol

“BIOA”

Risk factors

You should read carefully the section entitled “Risk Factors” in this prospectus for a discussion of factors that you should consider before deciding to invest in shares of our common stock.

The number of shares of our common stock to be outstanding after this offering is based on 267,418 shares of our common stock outstanding as of June 30, 2011, and excludes:

44,050 shares of our common stock issuable upon exercise of outstanding stock options as of June 30, 2011 at a weighted average exercise price of $217.37 per share;

41,694 shares of common stock issuable upon the exercise of outstanding warrants as of June 30, 2011 at a weighted average exercise price of $94.39 per share; and

13,800 shares of our common stock reserved as of June 30, 2011 for future issuance under our equity incentive plans.

Except as otherwise indicated, all information in this prospectus is as of June 30, 2011 and reflects or assumes:

the filing of our amended and restated certificate of incorporation and the adoption of our amended bylaws, which will occur in connection with the consummation of the offering; and

no exercise by the underwriters of their option to purchase up to an additional shares of our common stock in this offering.

SUMMARY CONSOLIDATED FINANCIAL DATA

The following table presents our summary consolidated financial data for the periods indicated. In 2010, we changed our fiscal year end from June 30 to December 31. The consolidated statements of operations data for the 258 days ended June 30, 2009, the twelve months ended June 30, 2010 and the six months ended December 31, 2010 are derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The consolidated statements of operations data for the six months ended June 30, 2010 and 2011 and the consolidated balance sheet data as of June 30, 2011 are derived from our unaudited interim financial statements that are included elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly our financial position as of June 30, 2011. The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. The consolidated balance sheet data as of June 30, 2011 is derived from the unaudited consolidated balance sheet included elsewhere in this prospectus.

The following table also sets forth summary unaudited pro forma financial data. The pro forma financial data is presented for information purposes only and does not purport to present what our consolidated results of operations actually would have been had the Bioamber S.A.S. acquisition occurred on the date indicated or to project our results of operations for any future period. This pro forma financial data should be read together with BioAmber Inc. and Bioamber S.A.S. consolidated financial statements and accompanying notes and the sections entitled, “Unaudited Pro Forma Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are included elsewhere in this prospectus.

Historical results are not necessarily indicative of the results for future periods. You should read this summary consolidated financial data in conjunction with the sections entitled “—Our Corporate Information,” “Selected Consolidated Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

Consolidated statement of operations data:


																Pro forma(1)
	258 days ended June 30, 2009			Twelve months ended June 30, 2010			Six months ended December 31, 2010			Six months ended June 30, 2010			Six months ended June 30, 2011			Year ended June 30, 2010		Six months ended December 31, 2010
										(unaudited)						(unaudited)
	(in thousands except share and per share data)
Licensing revenue from related parties(2)(3)	$	260		$	966		$	75		$	951		$	-		$	-	$	-

Operating expenses:
General and administrative		652			1,543			1,590			825			2,562			1,656		1,652
Research and development, net(4)		405			1,458			4,841			1,426			6,602			8,863		7,653
Business development		-			59			103			59			16			59		103
Depreciation of property and equipment and amortization of intangible assets		390			484			264			251			260			484		264
Foreign exchange (gain) loss		9			121			(26	)		126			(5	)		121		(26	)

Operating expenses		1,456			3,665			6,772			2,687			9,435			11,183		9,646

Operating loss		1,196			2,699			6,697			1,736			9,435			11,183		9,646
Amortization of deferred financing costs		14			157			2			-			12			157		2
Financial charges(5)		656			962			155			-			1,359			1,070		228
Interest revenue from related parties		-			(89	)		(73	)		(89	)		-			-		-
Income taxes		(900	)		-			-			-			-			-		-
Equity participation in losses of Bioamber S.A.S.(6)		885			4,340			1,548			2,786			-			-		-
Gain on re-measurement of Bioamber S.A.S.(6)		-			-			(6,216	)		-			-			-		-

Net loss	$	1,851		$	8,069		$	2,113		$	4,433		$	10,806		$	12,410	$	9,876

Net loss attributable to:
BioAmber Inc. stockholders	$	1,851		$	7,992		$	2,011		$	4,356		$	10,700		$	12,333	$	9,774
Non-controlling interest		-			77			102			77			106			77		102

	$	1,851		$	8,069		$	2,113		$	4,433		$	10,806		$	12,410	$	9,876

Net loss per share attributable to BioAmber Inc. stockholders—basic(7)		158.74			96.26			15.65			40.50			59.92			107.55		79.64
Weighted average number of shares—basic		11,660			83,025			128,493			107,539			178,579			114,669		122,721

(1)	The pro forma statement of operations data reflect the combined results of operations of BioAmber Inc. and Bioamber S.A.S. for the year ended June 30, 2010 and the six months ended December 31, 2010 as if the consummation of the Bioamber S.A.S. acquisition had occurred on July 1, 2009.

(2)

To date, we have not recorded any revenue from the sale of our products in connection with our product and market development efforts. As a development stage company we have recorded all product sales to date as an offset to research and development expenses. We expect to begin recording revenue from commercial sales of bio-succinic acid beginning in the first quarter of 2012.

(3)	Consists of licensing fees charged to Bioamber S.A.S. prior to our acquisition of control of Bioamber S.A.S. effective October 1, 2010.

(4)	Research and development expenses include production costs and are net of (a) research and development tax credits and (b) revenue from the sale of products.

(5)

Financial charges consist primarily of accreted interest on convertible notes we issued in June 2009 and November 2010 and which were subsequently converted to shares of common stock. Financial charges also include the recording of the increases in fair value of contingent consideration in connection with the acquisition of Sinoven and held in escrow as of June 30, 2011. This escrow was modified on October 1, 2011 when we acquired the remaining 25% of Sinoven.

(6)

Until October 1, 2010, when we took control of Bioamber S.A.S., we recorded our share of Bioamber S.A.S.’s losses in excess of the investment’s book value. Upon completion of our acquisition of Bioamber S.A.S., the 50% held equity interest, net of long-term accounts receivable from Bioamber S.A.S., was re-measured to its estimated fair value resulting in a gain of $6,216,000 in the six months ended December 31, 2010. See note 4 to our consolidated financial statements included elsewhere in this prospectus.

(7)	We have incurred losses in each period since inception; accordingly, diluted loss per share is not presented.

Investing in our common stock involves a high degree of risk. You should carefully consider the following risks and uncertainties, together with all other information in this prospectus, including our consolidated financial statements and related notes, before investing in our common stock. Any of the risk factors we describe below could adversely affect our business, financial condition or results of operations. The market price of our common stock could decline if one or more of these risks or uncertainties actually occurs, causing you to lose all or part of your investment. Certain statements below are forward-looking statements. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

We have a limited operating history, a history of losses, anticipate continuing to incur losses for a period of time, and may never achieve or sustain profitability.

We are a development stage company that has only been in existence since October 2008 and, therefore, we have a limited operating history upon which you can base your evaluation of our business, including our ability to generate revenue. As a result, any assessments of our current business and predictions you make about our future success or viability may not be as accurate as they could have been if we had a longer operating history. Since our inception, we have incurred substantial net losses, including net losses of $1.9 million from October 15, 2008 through June 30, 2009, $8.1 million for the year ended June 30, 2010, $6.5 million for the year ended December 31, 2010 and $10.8 million for the six months ended June 30, 2011. We expect these losses to continue. As of June 30, 2011, we had an accumulated deficit of $22.6 million. We expect to continue to incur substantial costs and expenses related to the continued development and expansion of our business, including those related to the development, continuation and operation of our additional manufacturing facilities, research, testing and development of new products and the growth of our sales and marketing efforts. We will need to generate and sustain increased revenues in future periods in order to become profitable. We cannot assure you that we will ever achieve or sustain profitability on a quarterly or annual basis.

The funding, construction and operation of our future facilities involve significant risks, which may prevent us from executing our expansion strategy.

We currently make use of one bio-succinic acid facility in France, have secured funding commitments to start constructing the initial phase of a second plant in Sarnia, Ontario in 2012 and have plans to build two additional facilities, one in Thailand and another in either the United States or Brazil. The facility in France was constructed by Agro-industrie Recherches et Développements, or ARD. We have limited experience constructing a manufacturing facility of the type and size required to produce commercial quantities of chemicals, and doing so is a complex and lengthy undertaking that requires sophisticated, multi-disciplinary planning and precise execution. The funding, construction and operation of manufacturing facilities are subject to a number of risks, any of which could prevent us from executing on our expansion strategy.

Construction costs associated with future facilities may materially exceed budgeted amounts, which could adversely affect our results of operations and financial condition. We expect to spend an average of approximately $200 million per plant on construction and start-up operating costs for facilities in Sarnia, Ontario and Thailand in order to bring them to their expected maximum operating capacity. We estimate the initial phase of the Sarnia, Ontario plant will cost approximately $74 million, and will be completed in 2013. However, we may suffer construction delays or cost overruns, which may be significant, as a result of a variety of factors, such as labor and material shortages, defects in materials and workmanship, adverse weather conditions, transportation constraints, construction

change orders, site changes, labor issues and other unforeseen difficulties, any of which could delay or prevent the completion of our planned facilities. As a result, we may not be able to expand our production capacity and product portfolio as quickly as we planned. While our goal is to negotiate contracts with engineering, procurement and construction firms that minimize risk, any delays or cost overruns we encounter may result in the renegotiation of our construction contracts, which could increase our costs.

In addition, the construction of our facilities may be subject to the receipt of approvals and permits from various regulatory agencies. Such agencies may not approve the projects in a timely manner or may impose restrictions or conditions on a production facility that could potentially prevent construction from proceeding, lengthen its expected completion schedule and/or increase its anticipated cost. If construction costs, or the costs of operating and maintaining our new facilities, are higher than we anticipate, we may be unable to achieve our expected investment return, which could adversely affect our business and results of operations.

We may also encounter new design and engineering or operational challenges as we seek to expand the range of organisms and feedstocks we use. Any design and engineering or operational issues at our future facilities may result in diminished production capacity, increased costs of operations or periods in which our facilities are non-operational, all of which could harm our business, financial condition and results of operations. We intend to obtain and maintain insurance to protect against some of the risks relating to the construction of new projects. However, such insurance may not be available or adequate to cover lost revenues or increased costs if we experience construction problems, cost overruns or delays. If we are unable to address these risks in a satisfactory and timely manner, we may not be able to implement our expansion strategy as planned or at all. In addition, in the event that our products are defective or have manufacturing failures, we may have to write off and incur other charges and expenses for products that fail to meet internal or external specifications. We also may have to write off work-in-process materials and incur other charges and expenses associated with contamination and impurities should they occur.

We may not obtain the additional financing we need in order to grow our business, develop or enhance our products or respond to competitive pressures.

We will need to raise additional funds in the future in order to grow our business. Any required additional financing may not be available on terms acceptable to us, or at all. Our ability to secure financing and the cost of raising such capital are dependent on numerous factors, including general economic and capital markets conditions, credit availability from lenders, investor confidence and the existence of regulatory and tax incentives that are conducive to raising capital. Current turmoil and uncertainty in the financial markets has caused banks and financial institutions to decrease the amount of capital available for lending and has significantly increased the risk premium of such borrowings. In addition, such turmoil and uncertainty has significantly limited the ability of companies to raise funds through the sale of equity or debt securities. If we are unable to raise additional funds, obtain capital on acceptable terms, secure government grants or co-sponsorships for some of our projects or take advantage of federal and state incentive programs to secure favorable financing, we may have to delay, modify or abandon some or all of our expansion strategies.

The amount of any indebtedness that we may raise in the future may be substantial, and we may be required to secure such indebtedness with our assets and may have substantial interest expenses. If we default on any future secured indebtedness, our lenders may foreclose on the facilities securing such indebtedness. The incurrence of indebtedness could require us to meet financial and operating covenants, which could place limits on our operations and ability to raise additional capital, decrease our liquidity and increase the amount of cash flow required to service our debt. If we experience construction problems, cost overruns or delays that adversely affect our ability to generate revenues, we may not be able to fund principal or interest payments under any debt that we may incur.

Any effort to sell additional securities may not be successful or may not raise sufficient capital to finance additional facilities. The issuance of additional equity securities could result in dilution to our existing stockholders, including investors in this offering, and the newly-issued securities may have rights senior to those of the holders of our common stock. If additional financing is not available when required or is not available on acceptable terms, we may need to delay, modify or abandon our expansion strategy and we may be unable to take advantage of business opportunities or respond to competitive pressures, which could have a material adverse effect on our offerings, revenue, results of operations and financial condition.

We have generated only limited sales of bio-succinic acid to date and we face significant challenges to developing our business.

To date, we have only sold samples of our bio-succinic acid incidental to our research and development efforts and have not made sales of any other products. In order to generate revenue from our bio-succinic acid and our future products, we must be able to reduce our production costs and produce sufficient quantities of our products, both of which are dependent on our ability to expand our manufacturing operations. If we are not successful in constructing and operating planned manufacturing facilities or otherwise increasing our manufacturing capacity, developing products that meet our customers’ specifications and further advancing our existing commercial arrangements with strategic partners, we will be unable to generate meaningful revenue from the sale of our products.

The success we have had in manufacturing bio-succinic acid using our four carbon, or C4, platform to date may not be indicative of our future ability to develop and commercialize derivatives of bio-succinic acid, including bio-BDO and mPBS, and bio-based six carbon, or C6, building block chemicals, including adipic acid, caprolactam and hexamethylenediamine, or HMDA. Although we expect to be able to leverage our bio-succinic acid technology for use in higher value-added products, we have never produced derivatives of bio-succinic acid or bio-based C6 building block chemicals at commercial scale employing our processes. We may find that the new chemicals that we produce using our processes are more complex than we anticipated or require processes that we are unfamiliar with or which require larger scale development facilities than expected. The development of new products has required, and will require, that we expend significant financial and management resources. We have incurred, and expect to continue to incur, significant research and development expenses. If we are unable to devote adequate resources to develop new products or cannot otherwise successfully develop new products or enhancements that meet customer requirements on a timely basis, our products could lose market share, our revenues and/or margins could decline and we could experience operating losses. Although our management team has significant experience with industrial biotechnology, purification processes and chemical catalysis, the skills and knowledge gained in these fields and in the large-scale production of bio-succinic acid does not guarantee that we will be successful in our efforts to cost-effectively produce and commercialize bio-succinic acid derivatives or bio-based C6 building block chemicals at commercial scale.

In addition, each of the chemicals that we plan to manufacture are used in multiple and diverse end-markets and applications, with unique requirements, pricing pressures and competitors. As a result, we may not be able to sufficiently serve each end-market adequately. In order to effectively compete in the chemicals industry, we will need to, among other things, be able to adapt our development and production processes to meet the rapidly changing demands of the industry and our customers and ensure that the quality, performance attributes and cost of our bio-based products compare favorably to their petroleum-derived equivalents. In each end-market, there may also be barriers to entry due to third-party intellectual property rights or difficulties forming and maintaining

strategic partnerships. In addition, the products currently derived from our processes and the feedstocks we use in the production of bio-succinic acid and our future products, may not be applicable to or compatible with demands in existing or future markets. We may not be able to identify new opportunities as they arise since future applications of any given product may not be readily determinable.

If we are not able to successfully develop, commercialize, produce and sell new products, we may be unable to expand our business. Consequently, we may not succeed in our strategy to expand our product platform as expected or at all. If our ability to expand our product platform is significantly delayed or if we are unable to leverage our bio-succinic acid platform as expected, our business and financial condition could be materially and adversely affected.

The development of sufficient customer demand for bio-succinic acid, bio-BDO and other bio-succinic derivatives will be affected by the cost competitiveness of our products, and the emergence of more competitive products. The market for bio-based chemicals will require most potential customers to switch from their existing petroleum-based chemical suppliers. In addition, there has been intense growth and interest in bio-based chemicals, and these industries are subject to rapid technological change and product innovation. Our products are based on our proprietary fermentation and purification process, but a number of companies are pursuing alternative processes and technologies and our success will depend on our ability to maintain a competitive position with respect to technological advances. It is possible that those advances could make bio-succinic acid, bio-BDO and other bio-succinic derivatives less efficient or obsolete, causing the renewable chemicals we produce to be of a lesser quality than competing bio-based chemicals or causing the yield of our products to be lower than that for competing technologies. These advances could also allow our competitors to produce bio-based chemicals at a lower cost than ours. We cannot predict when new technologies may become available, the rate of acceptance of new technologies by our competitors or the costs associated with such new technologies.

Technological breakthroughs in our industry or innovations in alternative sources of bio-based chemicals could reduce demand for our products. Our technologies and products may be rendered uneconomical by technological advances, more efficient and cost-effective biocatalysts or entirely different approaches developed by one or more of our competitors. If we are unable to adopt or incorporate technological advances or adapt our products to be competitive with new technologies, our costs could be significantly higher than those of our competitors, which could make our facilities and technology less competitive or uncompetitive.

We are dependent on our strategic partners, licensors, collaborators and other third parties for research and development, the funding, construction and operation of our manufacturing facilities and the commercialization of our products. The failure to manage these relationships could delay or prevent us from developing and commercializing our products.

We have built our business largely by forming technology partnerships and licensing and other relationships with market leaders in the industrial biotechnology and chemicals industries. For example, through an exclusive worldwide license from Cargill, we are developing a next-generation microorganism that we believe will further increase productivity and reduce costs in the production of our bio-succinic acid. In addition, we are developing a proprietary purification process that we believe will provide a key cost differentiator to our competitors by reducing the cost profile of our products and

the capital intensity of our plants. We have also entered into license agreements with DuPont, entities funded by the DOE, Celexion and others. We expect that our ability to maintain and manage these collaborations will be significant factors in the success of our business.

Also, we expect that our ability to maintain and manage partnerships for the funding, construction and operation of our manufacturing facilities will be a significant factor in the success of our business. The facility in Pomacle, France is owned by ARD and is available to us for our exclusive use through a toll-manufacturing agreement with ARD. We have entered into a joint venture agreement with Mitsui for the financing and construction of an additional manufacturing facility in Sarnia, Ontario scheduled to begin construction in 2012 and we intend to work with Mitsui to build and operate two additional plants, one in Thailand and another to be located either in the United States or Brazil.

We are working with strategic partners and collaborators through whom we either own or license the technology needed to develop new specialty chemical products, such as: PBS and mPBS with Mitsubishi Chemical and PTT MCC; and esterification with Lanxess and Solvay. We will rely on these partners to commercialize our products and the success of these relationships will impact the market opportunity and demand for our products across our target end-markets.

Our partnering or collaboration opportunities could be harmed and our anticipated timelines could be delayed if:

If any of these events occur, or if we fail to maintain our agreements with our strategic partners and collaborators, we may not be able to commercialize our existing and future products, further develop our business or generate sufficient revenues to support our operations. Additionally, our business could be negatively impacted if any of our industry partners undergoes a change of control or assigns the rights or obligations under any of our agreements.

We are vulnerable to the supply availability and price fluctuations of certain raw materials and utilities, principally sugars, carbon dioxide, hydrogen, steam and electricity. In many cases, we do not have long-term supply agreements in place, which may result in supply problems in the future. For example, we have not yet finalized supply agreements for the required feedstock or carbon dioxide for our planned facility in Sarnia, Ontario. Our operations may also be adversely impacted by the failure of our suppliers to follow specific protocols and procedures or comply with applicable regulations, equipment malfunctions and environmental factors, any of which could delay or impede their ability to meet our demand. Our reliance on third-party suppliers also subjects us to other risks that could harm our business, including that:

In the event one or more of our suppliers are unable to meet our supply demands, we may not be able to quickly replace them or find adequate supply from a different source. Any interruption or delay in the supply of sugars, carbon dioxide, hydrogen, steam or electricity, or our inability to obtain these raw materials and utilities from alternate sources at acceptable prices in a timely manner, could impair our ability to meet the demands of our customers and expand our operations, which would have a material adverse effect on our business, financial condition and results of operations.

The price of our bio-succinic acid is based in large part on the price of sugars, which can be derived from corn, wheat or other feedstocks. Fluctuations in the commodity prices of sugars or other inputs required in our production processes may reduce our profit margins, especially if we do not have long-term contracts for the sale of our output at fixed or predictable prices. The price and availability of sugars or other inputs may be influenced by factors outside of our control, including general economic, market and regulatory factors.

We are currently dependent on a single manufacturing facility owned by a third party.

Our bio-succinic acid is currently manufactured at a single manufacturing facility in Pomacle, France, which is owned by ARD and is made available for our exclusive use through a toll-manufacturing agreement. Due primarily to the high cost of certain inputs, our production costs at this plant are substantially higher than we expect to achieve in our future plants. We anticipate having access to this facility until our planned facility in Sarnia, Ontario is operational.

As a result of our current dependence on a single facility, our operations would be severely disrupted in the event of any material interruption at that facility. In addition, our dependence on ARD could also result in severe disruptions in our operations if ARD does not meet its contractual duties, provide quality services, meet expected deadlines or otherwise perform as expected under our toll-manufacturing agreement. Material interruptions may result from, among other things, operational

difficulties, including equipment failures, contaminated fermentations, labor disputes, human error and cost overruns as well as disagreements with ARD. If operations at the Pomacle, France facility were significantly disrupted or if we were to incur additional costs associated with engineering or operational difficulties, it would have a material adverse effect on our business, financial condition and results of operations.

We may not be successful in expanding our bio-succinic acid production capacity and may face unexpected challenges as we introduce new organisms and feedstocks into our production processes.

We are working to increase our conversion yields, feedstock flexibility, manufacturing efficiency and product range through our research and development efforts and strategic partnerships. Although our bio-succinic acid is being manufactured at the Pomacle, France facility at commercial fermentation scale, we cannot provide any assurance that we will achieve our target performance rates in the future. We have dealt with a number of start-up equipment and process design issues related to the initial engineering design and the appearance of trace impurities in the final product that were the result of operating at a large scale with a continuous purification process, including the recycling of certain materials. This facility has not yet been operated continuously at full capacity and, as a result, we may face additional challenges associated with running the facility 24 hours a day, seven days a week. To date, we have entered into agreements that contemplate, but do not obligate us to supply, 84,000 metric tons of bio-succinic acid, and we are actively seeking to enter into additional supply agreements. Without increasing our production capacity with future facilities, we will not be able to produce sufficient amounts of bio-succinic acid to deliver the full amounts contemplated by these agreements and execute on our growth strategy.

We have partnered with Mitsubishi Chemical and Cargill to develop organisms that will potentially have higher yields and less contamination risk than E. coli, which is the organism we are currently using in our manufacturing processes. We may not, however, succeed in adopting a new organism for use in our manufacturing process for a number of reasons, including our inability to adapt our purification process for such organisms, the failure of the organisms to produce products that meet the quality standards of our customers and a higher than expected production cost as a result of using these organisms. We expect to adopt one or more new organisms in the future. When we do, the transition may not be as seamless as we expect, and the organism or organisms may require different operating conditions or otherwise differ from our expectations.

We are also piloting a second generation purification process through our agreement with a strategic technology partner. We have tested this purification process at our partner’s facility in conjunction with our fermentation processes in France. However, engineering issues, additional costs or other unforeseen obstacles may arise and create delays when we implement the two processes together at a single manufacturing facility. In addition to the second generation purification process, we are also working to improve the purification process that we currently use in order to reduce capital expenditures and other purification-related costs, but we cannot assure you that these efforts will be successful.

In addition to our plans to introduce new organisms and purification and other technologies to our manufacturing processes, we also plan expand the range of feedstocks we use from the wheat-based sugar used in our facility in France to corn-based sugar in our Sarnia facility and sugar cane and tapioca-based sugars in Thailand. Although our processes are feedstock flexible, we may encounter unexpected difficulties as we expand the range of feedstock we use.

If we are unable to manage our growth and expand our operations successfully, our business, financial condition and results of operations may be harmed.

We have significantly expanded our business since our inception and have grown to 24 full-time employees and 40 full-time equivalents as of September 30, 2011. We currently conduct our business in several countries, including the United States, Canada and France, and we expect to continue to expand geographically in the future. In addition, certain key members of our management have recently joined our company. We expect our growth to continue and accelerate in connection with our expansion strategy and as we transition to operating as a public company. As our operations continue to expand, we will need to continue to manage multiple locations and additional relationships with various third parties. We may not be able to maintain or accelerate our current growth rate, manage our expanding operations effectively or achieve planned growth on a timely or profitable basis. Managing our anticipated growth and expanding our operations will require us to do, among other things, the following:

These enhancements and improvements will require significant capital expenditures and allocation of valuable management and employee resources, which will place a strain on our operational, financial and management infrastructure. Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to effectively manage any future growth and expansion. There are no guarantees we will be able to do so in an efficient or timely manner, or at all. Our failure to effectively manage growth and expansion could have a material adverse effect on our business, financial condition and results of operations.

We have entered into certain non-binding letters of intent, memoranda of understanding and other arrangements with future customers and others, and cannot assure you that such arrangements will lead to definitive agreements, which could harm our commercial prospects.

We have entered into non-binding letters of intent, memoranda of understanding and other arrangements with future customers and others. For example, we have entered into a memorandum of understanding with Mitsubishi Chemical to jointly develop and improve bio-succinic acid production technologies. We have also entered into a joint development agreement with Lanxess for the research and development of certain types of plasticizers, which may result in a joint venture to commercialize succinate-based plasticizers. We cannot assure you that we will be able to negotiate final terms and enter into definitive agreements with any of our future customers or others in a timely manner, or at all, and there is no guarantee that the terms of any final, definitive, binding agreement will be favorable to us or reflect the terms currently contemplated under the letters of intent, memoranda of understanding and other arrangements we have. Delays in negotiating final, definitive, binding agreements could slow

the development and commercialization of the products in our pipeline, which could prevent us from growing our business, result in wasted resources and cause us to consume capital significantly faster than we currently anticipate.

We cannot assure you that we will be able to meet the product specification requirements of our customers or that our products will be accepted by our target customers.

We are currently selling bio-succinic acid to customers today after having met their quality, purity, performance and cost requirements and intend to sell our product to other customers in the chemicals industry. We also intend to expand our market reach with the new products that we are developing as alternatives to the chemicals currently in use. Our potential customers include large specialty chemical companies that have well-developed manufacturing processes for the chemicals they use or pre-existing arrangements with suppliers for the chemical components they need. These potential customers frequently impose lengthy and complex product qualification procedures on their suppliers during which time they test and certify our products for use in their processes and, in some cases, determine whether products that contain the chemicals produced using our processes satisfy additional third-party specifications. Meeting these suitability standards could be a time-consuming and expensive process and we may invest substantial time and resources into such qualification efforts without ultimately securing approval by our customers. If we are unable to convince our potential customers that our products are equivalents of or comparable to the chemicals that they currently use or that using our products is otherwise beneficial to them, we will not be successful in expanding our market and our business will be adversely affected.

In addition, agreements for the sale and purchase of our products are customarily subject to the satisfaction of certain technical, commercial and production requirements. These agreements contain conditions that we and our counterparties agree on product specifications for our chemical products and that our products conform to those specifications. If we do not satisfy these contractual requirements, demand for our products and our reputation may be adversely affected.

A significant decline in the price of petroleum and petroleum-based succinic acid and other chemicals may reduce demand for our products.

The bio-succinic acid we produce is a renewable alternative to petroleum-based succinic acid. Based on our current financial modeling with respect to our planned facility in Sarnia, Ontario, if the price of oil falls below $35 per barrel for a sustained period of time, we may be unable to manufacture bio-succinic acid at that facility as a cost-competitive alternative to competing petroleum-based succinic acid products, which would adversely impact our operating results. The facility we operate in Pomacle, France has higher production costs due to higher raw material and utility costs and limited economies of scale due to labor and other fixed costs. World prices for oil have fluctuated widely in recent years. For example, during 2008, the market price per barrel of West Texas Intermediate crude oil ranged from a low of $30.81 to a high of $145.66 and was $94.26 as of November 4, 2011. We expect that prices will continue to fluctuate in the future. Declining oil prices, or the perception of a future decline in oil prices, may adversely affect the prices we can obtain from our potential customers or dissuade potential customers from entering into long-term agreements with us to buy our products.

Some of our competitors have significantly more experience and resources than we do and technology developed by our competitors could become more commercially successful than our technology, which could negatively impact our results of operations and market share.

Competition in the bio-based chemicals business from other chemicals companies is well established, with many substantial entities having well-financed multi-national operations. Our products will compete against those produced by both start-ups, including Genomatica, Inc. and Myriant Corporation, and established companies, including a collaborative venture between DSM and Roquette Frères S.A. and a collaborative venture between BASF SE and Purac. Competition in the bio-based

chemicals business is expanding with the growth of the industry and the advent of many new technologies. In addition to competing with new technologies, we also compete against traditional petroleum-derived chemicals, many of which are produced by large companies that have greater financial and other resources than we do. Larger companies, due to their better capitalization, will be better-positioned to develop and commercialize new technologies, build new production facilities and to install existing or more advanced equipment, which could reduce our market share and harm our business. Our ability to compete successfully will depend on our ability to develop proprietary technologies that cost effectively produce renewable alternatives to petroleum-based chemicals. Some of our competitors are developing new technologies that may be more successful than our technology. These competitors may also have substantially greater production, financial, research and development, personnel and marketing resources than we do or may benefit from local government programs and incentives that are not available to us. As a result, our competitors may be able to compete more aggressively and sustain that competition over a longer period of time than we could. Our technologies and products may be rendered less competitive by technological advances or entirely different approaches developed by one or more of our competitors. As more companies develop new intellectual property in our markets, the possibility increases of a competitor acquiring patent or other rights that may limit our products or potential markets, which could lead to litigation. In addition, we may be subject to aggressive competitive tactics from our competitors, who may use their strong positions in the market and established relationships with existing suppliers and customers to take measures that negatively affect our ability to compete effectively in this industry. Our inability to maintain our competitiveness and grow our market share may, adversely affect our results of operations and financial position, and prevent us from achieving or maintaining profitability.

Failure to obtain regulatory approvals or permits could adversely affect our operations.

While our business currently has all necessary operating approvals material to our current operations, we must obtain and maintain numerous regulatory approvals and permits in order to build and operate additional facilities, including our planned facility in Sarnia, Ontario. We may not always be able to obtain modifications to existing regulatory approvals and we may not always be able to maintain all required regulatory approvals. Obtaining necessary approvals and permits could be a time-consuming and expensive process, and we may not be able to obtain them on a timely basis or at all. In the event that we fail to ultimately obtain all necessary permits, we may be forced to delay operations of the facility and the receipt of related revenues or abandon the project altogether and lose the benefit of any development costs already incurred, which would have an adverse effect on our results of operations. In addition, governmental regulatory requirements may substantially increase our construction costs, which could have a material adverse effect on our business, results of operations and financial condition. If there is a delay in obtaining any required regulatory approvals or if we fail to obtain and comply with any required regulatory approvals, the operation of our facilities or the sale of our bio-based chemicals could be delayed. For example, many countries require registration of chemicals before they can be distributed in the country, and a failure to register our chemicals would limit our ability to expedite sales into these markets. In addition, we may be required to make capital expenditures on an ongoing basis to comply with increasingly stringent federal, state, provincial and local environmental, health and safety laws, regulations and permits.

We currently operate one manufacturing facility located in Pomacle, France, and plan to build and operate additional manufacturing facilities in Sarnia, Ontario, in Thailand and in either the United States or Brazil. Our international business operations are subject to a variety of risks, including:

We expect that we will begin expanding into other target markets, however there can be no assurance that our expansion plans will be realized, or if realized, be successful. We expect each market to have particular regulatory, feedstock sourcing and funding hurdles to overcome and future developments in these markets, including the uncertainty relating to governmental policies and regulations, could have a material adverse effect on us. If we expend significant time and resources on expansion plans that fail or are delayed, our business, reputation and financial condition may be materially and adversely affected.

Natural or man-made disasters, political, social or economic instability, or occurrence of a catastrophic or disruptive event in any of the areas where our existing or planned manufacturing facilities are located may adversely affect our business and results of operations.

We currently operate a manufacturing facility in Pomacle, France and plan to build and operate additional manufacturing facilities in Sarnia, Ontario, Thailand and either in the United States or in Brazil. Our facilities may be harmed by natural or man-made disasters, including, without limitation, earthquakes, floods, tornadoes, fires, tsunamis and nuclear disasters. Our facilities and the manufacturing equipment we use would be very costly to replace and could require substantial lead time to repair or replace. In addition, telecommunications failures or other systems interruptions, such as computer viruses or other cyber-attacks, at any of the locations in which we do business could significantly disrupt our operations, laboratory processes and delay shipments to our customers. Even in the absence of direct damage to our operations, large disasters, terrorist attacks, systems failures or other events could have a significant impact on our partners’ and customers’ businesses, which in turn could result in a negative impact on our results of operations. Extensive or multiple disruptions in our operations, or our partners’ or customers’ businesses, due to natural disasters or other unanticipated catastrophes could have a material adverse effect on our results of operations.

Our precautions to safeguard our facilities, including insurance and health and safety protocols, may not be adequate to cover our losses in any particular case. Although we possess insurance for damage to our property and the disruption of our business from casualties, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all. Moreover, our facilities may experience unscheduled downtime or may not otherwise operate as planned or expected, which could have adverse consequences on our business and results of operations.

We may incur significant costs complying with environmental laws and regulations, and failure to comply with these laws and regulations could expose us to significant liabilities.

We use biological materials and genetically-modified organisms, or GMOs, in our facilities and are subject to a variety of federal, state, and local laws and regulations governing the use, generation, manufacture and disposal of these materials. For example, the Toxic Substances Control Act, or TSCA, and analogous state laws and regulations impose requirements on the production, importation, use and disposal of chemicals and GMOs in the United States. In Canada, similar regulatory programs exist under the Canadian Environmental Protection Act. In particular, a regulatory program similar to TSCA requires that Environment Canada be notified before manufacturing any chemical not included on the Domestic Substances List, or DSL. At least one of our future products is not currently included on the DSL and we are working with Environment Canada to secure approval for its manufacture, which could potentially result in delays or significant costs. In the European Union, a chemical regulatory program exists known as REACH (Registration, Evaluation, Authorization, and Restriction of Chemical Substances). Under REACH, we are required to register our products with the European Commission. The registration process requires the submission of information to demonstrate the safety of chemicals as used and could result in significant costs or delay the manufacture or sale of our products in the European Union.

We have currently obtained requisite regulatory approvals for use of E. coli in the facility we operate in Pomacle, France as well as in our research and development operations in the United States and Canada. In addition, Cargill, our strategic partner, has obtained regulatory approval to use their next generation yeast in the United States. Although we have implemented safety procedures for the disposal of these materials and waste products to comply with these laws and regulations, we cannot be sure that our safety measures are compliant or capable of eliminating the risk of accidental injury or contamination from the use, generation, manufacture, or disposal of hazardous materials. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our insurance coverage. There can be no assurance that violations of environmental, health and safety laws will not occur as a result of human error, accident, equipment failure or other causes.

Compliance with applicable environmental laws and regulations may be expensive, and the failure to comply with past, present or future laws could result in the imposition of fines, regulatory oversight costs, third party property damage, product liability and personal injury claims, investigation and remediation costs, the suspension of production, or a cessation of operations, and our liability may exceed our total assets. We expect to encounter similar laws and regulations in most if not all of the countries in which we may seek to establish production capabilities, and the scope and nature of these regulations will likely be different from country to country. Environmental laws could become more stringent over time, requiring us to change our operations, or imposing greater compliance costs and increasing risks and penalties associated with violations, which could impair our research,

development or production efforts and harm our business. Similarly, our business may be harmed if initiatives to reduce emissions of greenhouse gases, which tend to improve the competitiveness of our products relative to petrochemicals, do not become legally enforceable requirements, or if existing legally enforceable requirements relating to greenhouse gases are amended or repealed in the future. The costs of complying with environmental, health and safety laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future could have a material adverse effect on our financial condition or operating results.

We use hazardous materials in our business and any claims relating to improper handling, storage or disposal of these materials or noncompliance with applicable laws and regulations could adversely affect our business and results of operations.

We use chemicals and biological materials in our business and are subject to a variety of federal, regional/state and local laws and regulations governing the use, generation, manufacture, storage, handling and disposal of these materials. Although we have implemented safety procedures for handling and disposing of these materials and waste products, we cannot be sure that our safety measures are compliant with legal requirements or adequate to eliminate the risk of accidental injury or contamination. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our insurance coverage. There can be no assurance that we will not violate environmental, health and safety laws as a result of human error, accident, equipment failure or other causes. Compliance with applicable environmental laws and regulations is expensive and time consuming, and the failure to comply with past, present, or future laws could result in the imposition of fines, third-party property damage, product liability and personal injury claims, investigation and remediation costs, the suspension of production, or a cessation of operations. Our liability in such an event may exceed our total assets. Liability under environmental laws can be joint and several and without regard to comparative fault. Environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations, which could impair our research, development or production efforts and harm our business. Accordingly, violations of present and future environmental laws could restrict our ability to expand facilities, or pursue certain technologies, and could require us to acquire equipment or incur potentially significant costs to comply with environmental regulations.

Loss of key personnel or our inability to attract and retain additional key personnel could harm our research and development efforts, delay launch of new products and impair our ability to meet our business objectives.

Our business involves complex operations spanning a variety of disciplines and demanding a management team and employee workforce that is knowledgeable in the many areas necessary for our operations. While we have been successful in attracting any of our experienced, skilled professionals to our company, the loss of any key member of our management team or key research and development or operational employees, or the failure to attract and retain additional such employees, could slow our development and commercialization of our products for our target markets and executing our business plans. We may not be able to attract or retain qualified employees due to the intense competition for qualified personnel among biotechnology and other technology-based businesses and the scarcity of personnel with the qualifications or experience necessary for our business. Hiring, training and successfully integrating qualified personnel into our operation is a lengthy and expensive process. The market for qualified personnel is very competitive because of the limited number of people available with the necessary technical skills and understanding of our technology and anticipated products. If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience staffing constraints that will adversely affect our ability to support our internal research and development programs or satisfy customer demands for our products. In particular, our product development and research and development programs are

dependent on our ability to attract and retain highly skilled scientific, technical and operational personnel. Competition for such personnel from numerous companies and academic and other research institutions may limit our ability to do so on acceptable terms, or at all. All of our employees are at-will employees, which means that either the employee or we may terminate their employment at any time.

In the ordinary course of business, we may become subject to lawsuits or indemnity claims, including those related to product liability, which could materially and adversely affect our business and results of operations.

From time to time, we may, in the ordinary course of business, be named as a defendant in lawsuits, claims and other legal proceedings. These actions may seek, among other things, compensation for alleged personal injury, worker’s compensation, employment discrimination, breach of contract, infringement of the intellectual property rights of others, property damages or civil penalties and other losses of injunctive or declaratory relief. In the event that such actions or indemnities are ultimately resolved unfavorably at amounts exceeding our accrued liability, or at material amounts, the outcome could materially and adversely affect our reputation, business and results of operations. In addition, payments of significant amounts, even if reserved, could adversely affect our liquidity position.

In addition, the development, production and sale of our products involve an inherent risk of product liability claims and the associated adverse publicity. Our products may contain undetected defects or impurities that are not discovered until after the products have been used by customers and incorporated into products for end-users. This could result in claims from our customers or others, which could damage our business and reputation and entail significant costs to correct. We may also be sued for defects resulting from errors of our commercial partners or unrelated third parties, but any product liability claim brought against us, regardless of its merit, could result in material expense, divert management’s attention and harm our business and reputation. Insurance coverage is expensive, may be difficult to obtain or not available on acceptable terms and may not adequately cover potential claims or losses. If claims or losses exceed our liability insurance coverage, we may go out of business. In addition, insurance coverage may become more expensive, which would harm our results of operations.

Adverse conditions in the global economy and disruption of financial markets may prevent the successful development and commercialization of our products, as well as significantly harm our results of operations and ability to generate revenue and become profitable.

As a global company, we are subject to the risks arising from adverse changes in global economic and market conditions. The worldwide economy has been experiencing significant economic turbulence, and global credit and capital markets have experienced substantial volatility and disruption. These adverse conditions and general concerns about the fundamental soundness of domestic and international economies could limit our partners’ or potential partners’ ability or willingness to invest in new technologies or capital. Moreover, these economic and market conditions could negatively impact our current and prospective customers’ ability or desire to purchase and pay for our products, or negatively impact our feedstock prices and other operating costs or the prices for our products. Changes in governmental banking, monetary and fiscal policies to address liquidity and increase credit availability may not be effective. Significant government investment and allocation of resources to assist the economic recovery of various sectors which do not include the bio-based chemical industry may reduce the resources available for government grants and related funding that could assist our expansion plans or otherwise benefit us. Any one of these events, and continuation or further deterioration of these financial and macroeconomic conditions, could prevent the successful and timely development and commercialization of our products, as well as significantly harm our results of operations and ability to generate revenue and become profitable.

If we engage in any acquisitions, we will incur a variety of costs and face numerous potential risks that could adversely affect our business and operations.

If appropriate opportunities become available, we may acquire additional businesses, assets, technologies, or products to enhance our business in the future. In connection with any future acquisitions, we could:

Acquisitions involve numerous risks, including problems integrating the purchased operations, technologies or products, unanticipated costs and other liabilities, diversion of management’s attention from our core businesses, adverse effects on existing business relationships with current and/or prospective collaborators, customers and/or suppliers, risks associated with entering markets in which we have no or limited prior experience and potential loss of key employees. We do not have extensive experience in managing the integration process and we may not be able to successfully integrate any businesses, assets, products, technologies or personnel that we might acquire in the future without a significant expenditure of operating, financial and management resources, if at all. The integration process could divert management time from focusing on operating our business, result in a decline in employee morale and cause retention issues to arise from changes in compensation, reporting relationships, future prospects or the direction of the business. Acquisitions may also require us to record goodwill and non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges, incur amortization expenses related to certain intangible assets, and incur large and immediate write offs and restructuring and other related expenses, all of which could harm our operating results and financial condition. In addition, we may acquire companies that have insufficient internal financial controls, which could impair our ability to integrate the acquired company and adversely impact our financial reporting. If we fail in our integration efforts with respect to any of our acquisitions and are unable to efficiently operate as a combined organization, our business and financial condition may be adversely affected.

Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

As of June 30, 2011, we had approximately $35.7 million of federal tax net operating loss carryforwards, or NOLs. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” (as defined in Section 382 of the Code) is subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income. We have not performed a detailed analysis to determine whether an ownership change has occurred after each of our previous issuances of common stock and warrants. In addition, if we undergo an ownership change in connection with or after this public offering, our ability to utilize NOLs could be limited by Section 382 of the Code. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change. Furthermore, we operate both in the United States and in certain jurisdictions outside the United States. Our non-U.S. operations may in the future generate taxable income that is subject to income or other taxes in the jurisdictions in which those operations are conducted. Each jurisdiction in which we operate may have its own limitations on our ability to utilize NOL or tax credit carryovers generated in that jurisdiction. Also, we generally cannot utilize NOLs or tax credits generated in one jurisdiction to reduce our liability for taxes in any other jurisdiction. Accordingly, we may be subject to tax liabilities in certain jurisdictions in which we operate notwithstanding the existence of NOLs or tax credits in other jurisdictions.

Ethical, legal and social concerns about genetically engineered products and processes, and similar concerns about feedstocks grown on land that could be used for food production, could limit or prevent the use of our products, processes and technologies and limit our revenues.

Some of our processes involve the use of genetically modified organisms, or GMOs, such as AFP 184, the bacteria we licensed from entities funded by the DOE, and further modified. The use of GMOs is subject to laws and regulations in many countries, some of which are new and some of which are still evolving. In the United States, the Environmental Protection Agency regulates the commercial use of GMOs as well as potential products from the GMOs. Public attitudes about the safety and environmental hazards of, and ethical concerns over, genetic research and GMOs could influence public acceptance of our technology and products.

While our bacteria licensed from entities funded by DOE has been approved for commercial use in France, the United States and Canada, and has been given the lowest classification in terms of risk, our ability to commercialize this bacteria in other countries and to develop and commercialize new organisms such as the Mitsubishi Chemical bacteria or the yeast licensed from Cargill could be limited by the following factors:

Any of the risks discussed below could result in increased expenses, delays or other impediments to our programs or the public acceptance and commercialization of products and processes dependent on our technologies or inventions. In addition, the subjects of genetically engineered organisms and food versus fuel have received negative publicity, which has aroused public debate. This adverse publicity could lead to greater regulation and trade restrictions on imports of genetically engineered products or feedstocks grown on land suitable for food production.

Our inability to adequately protect, or any loss of our intellectual property rights, could materially adversely affect our business, financial condition and results of operations.

Our success will depend, in part, upon our ability to maintain patents and other intellectual property rights to protect our products from competition. We rely principally on a combination of patent, copyright, trademark and trade secret laws, confidentiality agreements, and physical security measures to establish and protect the intellectual property rights relevant to our business. We own or have rights in issued patents and pending patent applications in the U.S. and in certain other jurisdictions. These

patents and patent applications cover various aspects of our technologies, including the microorganism (biocatalyst) we use in our fermentation processes, methods of producing our products, and the use of our products in specific applications. In addition, we generally enter into confidentiality and invention assignment agreements with our employees, consultants, contractors, collaboration partners and scientific and other business advisers. These measures, which seek to protect our intellectual property from infringement, misappropriation or other violation, may not be effective for various reasons, including the following:

An important part of our business strategy is to obtain patent protection in the U.S. and in other countries from patent applications that we own or in-license from others that cover certain technologies used in, or relating to, our products and processes.

Interpreting the scope and validity of patents and success in prosecuting patent applications involves complex legal and factual questions, and the issuance, scope, validity, and enforceability of a patent cannot be predicted with any certainty. Patents issued or licensed to us may be challenged, invalidated or circumvented. Moreover, third parties could practice our inventions in secret and/or in territories where we do not have patent protection. Such third parties may then try to sell or import resulting products in and into the United States or other territories. We may be unable to prove that such products were made using our inventions or infringed our intellectual property rights. Additional uncertainty may result from recent changes in the U.S. patent laws under the America Invents Act, which was signed into law on September 16, 2011 and from legal precedent handed down by the U.S. Court of Appeals for the Federal Circuit, the U.S. Supreme Court and the courts of other countries, as they determine legal issues relating to the scope, validity and construction of patent claims. Because patent applications in the U.S. and in many foreign jurisdictions typically are not published until 18 months after filing, if at all, and because the publication of discoveries in the scientific literature often lags behind the actual discoveries, there is additional uncertainty as to the priority dates of our inventions compared to inventions by others, and uncertainty as to the patentability of the claims in our pending patent applications and the validity and enforceability of claims in our issued patents. Accordingly, we cannot be certain that any of our or our licensors’ patent applications will result in issued patents, or if issued, the validity and/or enforceability of the issued patents. Although the patent applications we have in-licensed claim an earlier priority date, we cannot guarantee that our licensors’ patent applications will be granted, that the competing patent application will not be granted with claims that cover our proposed organism or processes, or that the competing patent applications will not be the subject of an interference proceeding.

Moreover, we cannot be sure that any of our or our licensors’ patent rights will be broad enough in scope to provide commercial advantage and prevent circumvention. Furthermore, patents are enforceable only for a limited term, and some of the U.S. patents that we have in-licensed exclusively relating to our biocatalyst will start to expire in 2015.

We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, or lawsuits asserted by a third party, which could be expensive, time consuming and unsuccessful.

The success of our business is highly dependent on protecting our intellectual property rights. Unauthorized parties may attempt to copy or otherwise obtain and use our products and/or technology. Policing the unauthorized use of our intellectual property rights is difficult, expensive, time-consuming and unpredictable, as is enforcing these rights against unauthorized use by others. Identifying unauthorized use of our intellectual property rights is difficult because we may be unable to monitor the processes and/or materials being employed by other parties. In addition, in an infringement proceeding, a patent of ours or our licensors may be found invalid, unenforceable, anti-competitive or not infringed. An adverse result in any litigation or defense proceedings could put one or more of our patents at risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing.

Third parties my challenge our or our licensors’ patents via reexamination proceedings in the United States, opposition or cancellation proceedings in Europe, or similar proceedings in other jurisdictions. The outcome of these proceedings can be unpredictable and may result in the claims being substantially narrowed or cancelled altogether. As a result of the changes in U.S. patent law under the America Invents Act, third parties will, in the near future, be able to challenge our licensors’ patents with an effective filing date after March 16, 2013 by certain new procedures, including post-grant review and inter-partes review, which could result in the claims of the challenged patents being narrowed or even cancelled. Furthermore, in the U.S., patents currently are awarded to the first person to make an invention rather than to the first person to file a patent application. Although the U.S. is transitioning to a first to file system under the America Invents Act, interference proceedings will still be conducted by the U.S. PTO for the foreseeable future to determine which party was the first to create an invention. As result, interference proceedings provoked by third parties or brought by the U.S. PTO may be necessary to determine the priority of inventions with respect to our patents or patent applications or those of our collaborators or licensors. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights from the prevailing party. As a result, our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Litigation or interference proceedings may fail and, even if successful, may take several years to resolve, result in substantial costs, and distract our management and other employees, and otherwise interfere with the running of our business. We may be unable to prevent, alone or with our licensors, infringement or misappropriation of our proprietary rights, particularly in countries where the laws may not protect those rights as fully as in the U.S. Furthermore, because of the amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation.

We may be unable to enforce our intellectual property rights throughout the world, which could negatively affect our rights, competitive position and business.

We may in the future decide to build, or partner with others in building, manufacturing facilities using our technologies in countries other than the U.S. such as Thailand. We may not have sufficient patent or other intellectual property rights in those countries to prevent a competitor from using our or competing technologies. Furthermore, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the U.S. Many companies have encountered problems in protecting and enforcing intellectual property rights in certain foreign jurisdictions. The legal systems of certain countries do not favor the enforcement of patents and other intellectual property protection. This could make it difficult for us or our licensors to prevent or stop any infringement of our or our licensors’ patents or misappropriation of the subject matter of our other proprietary or intellectual property rights. Proceedings to enforce our and our licensors’ patents and other proprietary rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Accordingly, our efforts to enforce our intellectual property rights in such countries may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or in-license.

We may be unable to operate our business without infringing the intellectual property rights of others, which could subject us to costly litigation or prevent us from offering certain products which could have a material adverse effect on our business.

Although we are currently unaware of any claims or threatened claims, our ability to manufacture and commercialize our proposed technologies, processes and products depends upon our and our licensors’ ability to develop, manufacture, market, license and/or sell such technologies, processes and products without violating the proprietary rights of third parties. Numerous U.S. and foreign patents and pending patent applications owned by third parties exist in fields that relate to our proposed technologies, processes and products and our underlying methodologies and discoveries. In addition, many companies actively police and enforce their intellectual property rights, including their patent rights, to gain a competitive advantage. Third parties may allege that our existing or proposed

technologies, processes and products or our methods infringe their intellectual property rights. It is possible that the number and frequency of law suits alleging infringement of intellectual property rights may increase as the number of products and competitors in our market increases. In addition, to the extent that we gain greater visibility and market exposure as a public company, we face a greater risk of being the subject of intellectual property infringement claims. We cannot be certain that the conduct of our business does not and will not infringe intellectual property or other proprietary rights of others. If the making, using, selling, offering for sale or importing of our proposed products or practice of our proprietary technologies or processes are found to infringe third party intellectual property rights, including patent rights, we could be prohibited from manufacturing and commercializing the infringing technology, process or product unless we obtain a license under the applicable third party patent and pay royalties or are able to design around such patent.

We may be unable to obtain a license on terms acceptable to us, if at all, and we may be unable to redesign our products, biocatalysts or processes to avoid infringement. Even if we are able to redesign our products, biocatalysts or processes to avoid an infringement claim, our efforts to design around the patent could require significant effort and expense and ultimately may lead to an inferior or more costly product and/or process. Any claim of infringement by a third party, even one without merit, could cause us to incur substantial costs defending against the claim, could distract our management and employees, and generally interfere with our business. Furthermore, if any such claim is successful, a court could order us to pay substantial damages, including compensatory damages for any infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees. These damages could be substantial and could harm our reputation, business, financial condition and operating results. A court also could enter orders that temporarily, preliminarily or permanently prohibit us, our licensees and our customers from making, using, selling, offering to sell or importing one or more of our products or practicing our proprietary technologies or processes, or could enter an order requiring us to undertake certain remedial activities. Any of these events could seriously harm our business, operating results and financial condition.

We also rely in part on trade secret laws, confidentiality agreements, and security procedures, which can be difficult to protect and enforce, and which may not adequately prevent disclosures of trade secrets and other proprietary information; our failure to obtain or maintain such protections could adversely affect our competitive position.

We rely in part on trade secret laws and contractual agreements to protect some of our confidential and proprietary information, technology and processes, particularly where we do not believe patent protection is appropriate or obtainable. We have taken various measures to protect our trade secrets and other confidential or proprietary information, including requiring new employees and consultants to execute confidentiality agreements upon the commencement of employment or consulting engagement with us. However, trade secrets are difficult to maintain and protect and our security procedures may be insufficient to prevent disclosure of our trade secrets. In addition, discussions with our business partners, including our licensors, may require us to share confidential and proprietary information with them and other third parties. Our business partners’ employees, consultants, contractors or scientific and other business advisers may unintentionally or willfully breach their confidentiality and/or non-use obligations, including by disclosing our confidential or proprietary information to our competitors. Such agreements may be deemed unenforceable, fail to provide adequate remedies, or become subject to disputes that may not be resolved in our favor. Enforcement of claims that a third party has illegally obtained and is using trade secrets is expensive, time consuming and uncertain. In addition, foreign courts are sometimes less willing than U.S. courts to protect trade secrets. Our failure to obtain or maintain trade secret protection could adversely affect our competitive business position. Furthermore, trade secret laws do not prevent our competitors from independently developing equivalent knowledge, methods and know-how that could be used to compete with us and our products.

We may lose our competitive advantage if our competitors develop similar, analogous or alternative organisms that produce biosuccinic acid or other competing chemical products.

We currently use proprietary microorganisms (biocatalysts) in our production of bio-succinic acid and other cellular metabolites such as C6 compounds. If our organisms are stolen, or misappropriated, they could be used by third parties for their own commercial gain, even though they may be in breach of our intellectual property rights. Furthermore, third parties may use similar or analogous organisms in jurisdictions where we or our licensors do not have patent protection. Third parties may also independently develop similar, analogous or alternative organisms that can also produce bio-succinic acid or other metabolites without infringing our intellectual property rights. If any of these were to occur, it could be difficult for us to discover, challenge or prevent the third party from using their organisms and competing with us in the production of bio-succinic acid or other metabolites.

Our rights to key intellectual property are in-licensed from third parties, and the limitation or termination of these and related agreements would be highly detrimental to us and our business.

We are a party to certain license agreements that provide us with the right to practice key technology used in our business. For example, we have entered into license agreements with UT-Battelle and UChicago Argonne for the organism we use to produce bio-succinic acid, Cargill for a yeast that is being developed to produce succinic acid, DuPont for catalysts and methods for converting succinic acid into BDO, and Celexion for a procedure to make C6 compounds, such as adipic acid. All of these license agreements impose various obligations on us, including royalty payments and, in certain instances, milestone payments. If we fail to comply with these or other obligations, certain agreements provide that the licensors may have the right to terminate the license or convert the exclusive license to a nonexclusive license, in which case our competitors may gain access to these important licensed technologies, and we may be unable to develop or market products, technologies or processes covered by the licensed intellectual property. Often our licensors have the right to control the filing, prosecution, maintenance and defense of the licensed intellectual property and, if a third party infringes any of the licensed intellectual property, some of our licensors may control the resulting a legal or other proceeding against that third party to stop or prevent such infringement. As a result, our licensors may take actions or make decisions relating to these matters that could harm our business or impact our rights.

Certain key inventions in-licensed by us were made with funding received from U.S. government agencies, which could negatively impact our rights.

Some of the research undertaken on bacteria we have in-licensed from entities funded by the DOE was funded by grants from certain U.S. government agencies. As a result of U.S. government funding, the government obtained certain rights in any resulting patents and technical data, generally including, at a minimum, a nonexclusive license authorizing the government to practice or have practiced the invention or technical data for or on behalf of the U.S. government. In the United States, government funding must be disclosed in any resulting patent applications, and our rights in such inventions are and will be subject to government license rights, periodic progress reporting, foreign manufacturing restrictions and march-in rights. March-in rights refer to the right of the U.S. government, under certain limited circumstances, to require us to grant a license to technology developed under a government grant to a responsible applicant, or, if we refuse, to grant such a license itself. March-in rights can be triggered if the government determines that we have failed to work sufficiently towards achieving practical application of a technology or if action is necessary to alleviate health or safety needs, to meet requirements of federal regulations or to give preference to U.S. industry. If the terms of a funding agreement are breached, the government may gain rights to the intellectual property developed in related research.

Furthermore, the terms of a research grant from a U.S. government agency may prohibit the use of new technologies developed using those grants in non-U.S. manufacturing plants, which could adversely affect our business. Under the Bayh-Dole Act of 1980, a party that acquires an exclusive

license for an invention that was funded in whole or in part by a federal research grant is subject to the following government rights:

If we fail to meet these guidelines, we could lose our exclusive rights to these inventions, which could be detrimental to our business.

Our stock price may fluctuate significantly and the market price of our common stock following this offering may drop below the price you pay.

Prior to this offering, you could not buy or sell our common stock publicly. An active public market for our common stock may not develop or be sustained after the completion of this offering. We will negotiate and determine the initial public offering price with the underwriters based on several factors. This price may vary from the market price of our common stock after this offering. You may be unable to sell your shares of common stock at or above the initial offering price. The market price of our common stock could fluctuate significantly after this offering. In recent years, the stock market has experienced significant volatility, including with respect to technology stocks. The volatility of technology stocks often does not relate to the operating performance of the companies represented by the stock. These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from other business concerns.

Our principal stockholders will exercise significant control over our company.

After this offering, our two largest stockholders will beneficially own, in the aggregate, shares representing approximately % of our outstanding capital stock. Although we are not aware of any voting arrangements that will be in place among these stockholders following this offering, if these stockholders were to choose to act together, as a result of their stock ownership, they would be able to influence our management and affairs and control all matters submitted to our stockholders for approval, including the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of ownership may have the effect of delaying or preventing a change in control of our company and might affect the market price of our common stock.

Future sales of shares by existing stockholders could cause our stock price to decline.

If our existing stockholders sell, or indicate an intent to sell, substantial amounts of our common stock in the public market after the 180-day contractual lock-up and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our common stock could decline significantly and could decline below the initial public offering price. We cannot predict the effect, if any, that future public sales of these shares or the availability of these shares for sale will have on the market price of our common stock. Based on shares outstanding as of , 2011, upon the completion

of this offering, we will have outstanding shares of common stock. Of these shares, shares of common stock, plus any shares sold pursuant to the underwriters’ option to purchase additional shares, will be immediately freely tradable, without restriction, in the public market. Our officers, directors and certain stockholders have executed lock-up agreements preventing them from selling any stock they hold for a period of 180 days from the date of this prospectus, subject to certain limited exceptions and extensions described under the section entitled “Underwriting.” Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC may, in their sole discretion, permit our officers, directors and current stockholders to sell shares prior to the expiration of these lock-up agreements.

After the lock-up agreements pertaining to this offering expire, an additional shares will be eligible for sale in the public market in accordance with and subject to the limitation on sales by affiliates as provided in Rule 144 under the Securities Act of 1933, as amended, or the Securities Act. In addition, shares reserved for future issuance under our equity incentive plans will become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. Moreover, 180 days after the completion of this offering, holders of shares of our common stock will have the right to require us to register these shares under the Securities Act pursuant to a registration rights agreement. If our existing stockholders sell substantial amounts of our common stock in the public market, or if the public perceives that such sales could occur, this could have an adverse impact on the market price of our common stock, even if there is no relationship between such sales and the performance of our business.

Our financial results could vary significantly from quarter to quarter and are difficult to predict.

Our quarterly operating results may fluctuate significantly in the future. As a result of these fluctuations, we may fail to meet or exceed the expectations of research analysts covering the company or of investors, which could cause our stock price to decline. Future quarterly fluctuations, many of which are beyond our control, may result from a number of factors, including but not limited to:

Based on the above factors and other uncertainties, we believe our future operating results will vary significantly from quarter-to-quarter and year-to-year. As a result, quarter-to-quarter and year-to-year comparisons of operating results are not necessarily meaningful nor do they indicate what our future performance will be.

We will have broad discretion in how we use the net proceeds of this offering. We may not use these proceeds effectively, which could affect our results of operations and cause our stock price to decline.

We will have considerable discretion in the application of the net proceeds of this offering. We currently intend to use the net proceeds from this offering to construct additional facilities and for working capital and other general corporate purposes, including the expenses and costs of being a public company and possible investments in, or acquisitions of, complementary businesses, services or technologies. We also expect to continue to expend significant funds for research and product development. As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of the balance of the net proceeds of this offering. We may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders. In addition, pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

Provisions of Delaware law and our charter documents could delay or prevent an acquisition of our company and could make it more difficult for you to change management.

Provisions of our amended and restated certificate of incorporation and amended and restated by-laws, which will be effective upon the completion of this offering and provisions of Delaware law, may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions may also prevent or delay attempts by stockholders to replace or remove our current management or members of our board of directors. These provisions include:

The affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote, and not less than 75% of the outstanding shares of each class entitled to vote thereon as a class, is generally necessary to amend or repeal the above provisions that are contained in our amended and

restated certificate of incorporation. Also, absent approval of our board of directors, our amended and restated by-laws may only be amended or repealed by the affirmative vote of the holders of at least 75% of our shares of capital stock entitled to vote.

In addition, upon the closing of this offering, we will be subject to the provisions of Section 203 of the Delaware General Corporation Law, which limits business combination transactions with stockholders of 15% or more of our outstanding voting stock that our board of directors has not approved. These provisions and other similar provisions make it more difficult for stockholders or potential acquirers to acquire us without negotiation. These provisions may apply even if some stockholders may consider the transaction beneficial to them.

As a result, these provisions could limit the price that investors are willing to pay in the future for shares of our common stock. These provisions might also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a premium over the then current market price for our common stock.

We do not intend to pay cash dividends. We have never paid dividends on our capital stock and we do not anticipate paying any dividends in the foreseeable future. Consequently, any gains from an investment in our common stock will likely depend on whether the price of our common stock increases.

We have not paid dividends on any of our capital stock to date and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future. Consequently, in the foreseeable future, you will likely only experience a gain from your investment in our common stock if the price of our common stock increases.

No public market for our common stock exists and an active trading market for our common stock may not develop, which could limit your ability to resell your shares at or above the initial public offering price.

Prior to this offering, there has been no public market for shares of our common stock. Although we have applied to have our shares of common stock listed on the in connection with this offering, an active trading market for our shares may never develop or be sustained following this offering. The initial public offering price of our common stock will be determined through negotiations between us and the underwriters. This initial public offering price may not be indicative of the market price of our common stock after this offering. In the absence of an active trading market for our common stock, investors may not be able to sell their common stock at or above the initial public offering price or at the time that they would like to sell.

We will incur significant increased costs as a result of operating as a public company and our management will be required to devote substantial time to new compliance initiatives.

We will face significant legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. As a public company, we will be subject to rules and regulations that regulate corporate governance practices of public companies, including the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002, as amended, and rules promulgated by . We expect that compliance with these public company requirements will increase our costs and make some activities more time consuming and may result in a diversion of management’s time and attention from revenue-generating activities. For example, we will create new board committees, adopt new internal controls and disclosure controls and procedures, and devote significant management resources to our SEC reporting requirements. A number of those requirements will require us to carry out activities we have not done previously. For example, beginning with our

Annual Report on Form 10-K filed after our fiscal year ended December 31, 2013, we will need to document and test our internal control procedures, our management will need to assess and report on our internal control over financial reporting and our registered public accounting firm will need to issue an opinion on the effectiveness of those controls. Furthermore, if we are unable to build our internal controls and accounting capabilities or subsequently identify any issues in complying with those requirements (for example, if we or our registered public accounting firm identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. We expect that the additional reporting and other obligations imposed on us by these rules and regulations will increase our legal and financial compliance costs and the costs of our related legal, accounting and administrative activities significantly. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

If we fail to augment and maintain an effective system of internal controls, we might not be able to report our financial results accurately or prevent fraud. In that case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock.

Although we are augmenting our internal controls and related staff in anticipation of becoming a public company, we are not currently required to comply with Section 404 of the Sarbanes-Oxley Act or to make an assessment of the effectiveness of our internal control over financial reporting. After becoming a public company, management will be required to deliver a report that assesses the effectiveness of our internal control over financial reporting. Additionally, Section 404 of the Sarbanes-Oxley Act may require our auditors to deliver an attestation report on the effectiveness of our internal controls over financial reporting in conjunction with their opinion on our audited financial statements as of December 31 subsequent to the year in which this registration statement becomes effective.

The process of designing and implementing effective internal controls and procedures, and expanding our internal accounting capabilities, is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to establish and maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. The standards that must be met for management to assess the internal control over financial reporting as effective are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We cannot be certain at this time whether we will be able to successfully complete the implementation of controls and procedures or the certification and attestation requirements of Section 404, or that we will not identify material weaknesses or significant deficiencies in our internal control over financial reporting. If we fail to comply with the requirements of Section 404, it may affect the reliability of our internal control over financial reporting. If we identify and report a material weakness or a significant deficiency, it could adversely affect our stock price.

Investors in this offering will pay a much higher price than the book value of our common stock and will experience immediate and substantial dilution.

If you purchase common stock in this offering, you will pay more for your shares than the amounts paid by existing stockholders for their shares. You will incur immediate and substantial dilution of $ per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and an assumed initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus. Any exercise of outstanding options and warrants will result in further dilution. For a further description of the dilution that you will experience immediately after this offering, see “Dilution.”

If securities or industry research analysts do not publish or cease publishing research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, our stock price and trading volume could decline.

The trading market for our common stock will rely in part on the research and reports that securities and industry research analysts publish about us, our industry and our business. We do not have any control over these analysts. Our stock price and trading volumes could decline if one or more securities or industry analysts downgrade our common stock, issue unfavorable commentary about us, our industry or our business, cease to cover our company or fail to regularly publish reports about us, our industry or our business.

This prospectus contains forward-looking statements that are based on our management’s belief and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in the section entitled “Risk Factors” and elsewhere in this prospectus. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this prospectus and the documents that we reference in this prospectus and have filed with the Securities and Exchange Commission as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

In particular, forward-looking statements in this prospectus include statements about:

The forward-looking statements in this prospectus represent our views as of the date of this prospectus. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. Therefore, these forward-looking statements do not represent our views as of any date other than the date of this prospectus.

We estimate that our net proceeds from the sale of the shares of our common stock in this offering will be approximately $ , or $ if the underwriters fully exercise their option to purchase additional shares, based upon an assumed initial public offering price of $ per share, which represents the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, an increase (decrease) of one million shares from the expected number of shares to be sold in this offering, assuming no change in the assumed initial public offering price per share, would increase (decrease) our net proceeds from this offering by $ million after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We currently intend to use the net proceeds of this offering for working capital and other general corporate purposes, including:

Based on our estimates of the capital required to build these two facilities, we expect that these facilities will be fully funded with the net proceeds of this offering, together with $ million of various governmental grants and loans that we anticipate receiving as well as loans from other sources, $ million of equity from our partner Mitsui and cash on hand of $ million.

We may also use net proceeds for possible investments in, or acquisitions of, complementary businesses, services or technologies. We have no current agreements or commitments with respect to any investment or acquisition and we currently are not engaged in negotiations with respect to any investment or acquisition.

In addition, the amount of what, and timing of when, we actually spend for these purposes may vary significantly and will depend on a number of factors, including our future revenue and cash generated by operations and the other factors described in the section entitled “Risk Factors” in this prospectus. Accordingly, our management will have broad discretion in applying the net proceeds of this offering. We cannot guarantee the specific amount of the net proceeds that will be used to construct our planned facilities or be used for other general corporate purposes. Pending specific application of our net proceeds, we intend to invest the net proceeds in high quality, investment grade, short-term fixed income instruments which include corporate, financial institution, federal agency or U.S. government obligations.

We have never declared or paid dividends on our common stock. We do not anticipate paying any dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. Any future determination to declare dividends will be subject to the discretion of our board of directors and will depend on various factors, including applicable laws, our results of operations, financial condition, future prospects and any other factors deemed relevant by our board of directors. In addition, any future indebtedness that we may incur could preclude us from paying dividends. Investors should not purchase our common stock with the expectation of receiving cash dividends.

You should read this table in conjunction with the sections entitled “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The unaudited pro forma information below is prepared for illustrative purposes only and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price, the closing of the offering made hereby and other terms of the offering determined at pricing.

The number of shares of our common stock to be outstanding after this offering is based on 267,418 shares of our common stock outstanding as of June 30, 2011, and excludes:

If you invest in our common stock, your investment will be diluted immediately to the extent of the difference between the initial public offering price per share of our common stock in this offering and the net tangible book value per share of our common stock immediately after completion of this offering. Dilution results from the fact that the initial public offering price is substantially in excess of the book value per share attributable to the existing stockholders for the presently outstanding stock.

Our historical net tangible book value as of June 30, 2011, was approximately $32,139, or $120.18 per share, based on 267,418 shares of common stock outstanding as of June 30, 2011. Historical net tangible book value per share is determined by dividing our total tangible assets less total liabilities by the actual number of outstanding shares of our common stock. Our pro forma net tangible book value as of June 30, 2011 was approximately $ , or approximately $ per share, based on shares of common stock outstanding upon the completion of this offering. Pro forma net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the pro forma number of shares of common stock outstanding before giving effect to this offering.

After giving effect to our sale of shares of common stock in this offering based on an assumed initial public offering price of $ per share, which represents the midpoint of the estimated price range set forth on the cover of the prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of June 30, 2011 would have been $ per share. This represents an immediate increase in pro forma net tangible book value per share of $ to existing stockholders and immediate dilution in pro forma net tangible book value of $ per share to new investors purchasing our common stock in this offering at the initial public offering price. Dilution per share to new investors is determined by subtracting pro forma net tangible book value per share after this offering from the assumed initial public offering price per share paid by a new investor. The following table illustrates the per share dilution without giving effect to the option granted to the underwriters:

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share (the mid-point of the price range set forth on the cover page of this prospectus) would increase (decrease) the pro forma net tangible book value per share after this offering by approximately $ per share and the dilution in pro forma per share to investors participating in this offering by approximately $ per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, a one million share increase (decrease) in the number of shares offered by us, as set forth on the cover of this prospectus, would increase (decrease) the pro forma net tangible book value per share after this offering by approximately $ and the dilution in pro forma per share to investors participating in this offering by approximately $ , assuming the assumed initial public offering price of $ per share (the

mid-point of the price range set forth on the cover of this prospectus) remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option in full to purchase additional shares of our common stock in this offering, the pro forma as adjusted net tangible book value will increase to $ per representing an immediate increase to existing stockholders of $ per share and an immediate dilution of $ per share to new investors participating in this offering.

The following table summarizes as of June 30, 2011, the number of shares of our common stock purchased or to be purchased from us, the total cash consideration paid or to be paid to us and the average price per share paid or to be paid to us by existing stockholders and by new investors in this offering at an assumed initial public offering price of $ per share, which represents the midpoint of the estimated price range set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us. As the table below shows, new investors participating in this offering will pay an average price per share substantially higher than our existing stockholders paid.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share (the mid-point of the price range set forth on the cover page of this prospectus) would increase (decrease) the total consideration paid by new investors, total consideration paid by all stockholders and the average price per share paid by all stockholders by approximately $ , $ and $ , respectively, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, a one million share increase (decrease) in the number of shares offered by us, as set forth on the cover of this prospectus, would increase (decrease) the total consideration paid by new investors, total consideration paid by all stockholders and the average price per share paid by all stockholders by approximately $ , $ and $ , respectively, assuming the assumed initial public offering price of $ per share (the mid-point of the price range set forth on the cover of this prospectus) remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their option in full to purchase additional shares of our common stock in this offering, the number of shares of common stock held by existing stockholders will be reduced to , or % of the total number of shares of common stock to be outstanding after this offering, and the number of shares of common stock held by investors participating in this offering will be further increased to , or % of the total number of shares of common stock to be outstanding after this offering.

The above discussion and tables are based on 267,418 shares of common stock issued and outstanding as of June 30, 2011, and excludes:

To the extent that outstanding stock options, warrants or other equity awards are exercised or become vested or any additional options, warrants or other equity awards are granted and exercised or become vested or other issuances of shares of our common stock are made, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities may result in further dilution to our stockholders.

The following table presents our selected consolidated financial data for the periods indicated. In 2010, we changed our fiscal year end from June 30 to December 31. The consolidated statements of operations data for the 258 days ended June 30, 2009, the twelve months ended June 30, 2010 and the six months ended December 31, 2010 are derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The consolidated statements of operations data for the six months ended June 30, 2010 and 2011 and the consolidated balance sheet data as of June 30, 2011 are derived from our unaudited interim financial statements that are included elsewhere in this prospectus. The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to present fairly our financial position as of June 30, 2011. The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. The consolidated balance sheet data as of June 30, 2011 is derived from the unaudited consolidated balance sheet which forms part of this prospectus. The table below also presents cumulative data for the periods indicated.

Historical results are not necessarily indicative of the results for future periods. You should read this summary consolidated financial data in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus and our consolidated financial statements and the related notes included elsewhere in this prospectus.

The unaudited pro forma financial information below is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have actually been reported had the acquisition described below occurred on July 1, 2009 nor is it necessarily indicative of our future results of operations. The unaudited pro forma condensed consolidated statements of operations are based upon our historical consolidated financial statements and the historical financial statements of Bioamber S.A.S., and should be read together with BioAmber Inc.’s and Bioamber S.A.S.’s respective financial statements and accompanying notes appearing elsewhere in this prospectus and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

On September 30, 2010, we acquired the 50% of the share capital of Bioamber S.A.S. that we did not own. The acquisition was recorded in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 805, Business Combinations. Results of operations of Bioamber S.A.S. are included in our consolidated financial statements beginning on October 1, 2010, the effective date of our acquisition of control. Pursuant to the agreement, the total consideration amounted to approximately $12.7 million out of which $27,000 was payable in cash. In addition, we issued 31,644 shares of common stock to ARD that had an estimated fair value of $232.09 per share as of the acquisition date and received $1 million from ARD. See note 4 to BioAmber Inc.’s consolidated financial statements included elsewhere in this prospectus for further details.

The purchase price was allocated to the identified assets and liabilities as follows: in-process research and development of $12.2 million, goodwill of $684,000 and a negative working capital of $180,000. In accordance with ASC 805, Business Combinations, the 50% held equity interest was re-measured to its estimated fair value resulting in a gain of $6.2 million, which is presented in the consolidated statement of operations and comprehensive loss.

The unaudited pro forma financial information has been prepared to give effect to the acquisition of Bioamber S.A.S., using the acquisition method of accounting with the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed consolidated statements of operations reflect the combined results of operations of BioAmber Inc. and Bioamber S.A.S. for the year ended June 30, 2010, and the six months ended December 31, 2010 as if the acquisition of Bioamber S.A.S. had occurred on July 1, 2009.

The unaudited pro forma information above for the year ended June 30, 2010 and six months ended December 31, 2010, has been prepared by our management in accordance with Article 11 of Regulation S-X, giving effect to our acquisition from ARD, of the 50% Bioamber S.A.S. we did not already own, completed on September 30, 2010, or the “Acquisition”.

The unaudited consolidated pro forma financial statements should be read in conjunction with the financial statements listed below, included elsewhere in this prospectus:

The unaudited pro forma condensed consolidated statement of operations for the year ended June 30, 2010 and the six months ended December 31, 2010 includes the statement of operations of Bioamber S.A.S. for the year ended June 30, 2010 and the three month period ended September 30, 2010.

The unaudited pro forma condensed consolidated financial statements for the year ended June 30, 2010 and the six months ended December 31, 2010, include pro forma adjustments to reflect the Acquisition as if it had occurred on July 1, 2009.

The consolidated financial statements of Bioamber S.A.S. for the year ended June 30, 2010 and three months ended September 30, 2010 included elsewhere this prospectus are presented in Euros and have been prepared in accordance with French generally accepted accounting principles (“French GAAP”). The financial statement information of Bioamber S.A.S., as adjusted and restated to conform with our accounting policies applied under U.S. GAAP (see “—U.S. GAAP adjustments reflected in the consolidated statements of operations of Bioamber S.A.S.” below), have been translated into U.S. dollars using a rate of $(U.S.) 1.3913 to €(Euro) 1.00 and of $(U.S.) 1.2939 to €(Euro) 1.00 for purposes of the translation of the June 30 and September 30, 2010, financial information, respectively.

The accounting policies used in the preparation of the unaudited pro forma condensed consolidated financial statement are consistent in all material respects with those used by us as described in note 2 to our audited consolidated financial statements for the year ended June 30, 2010 and the six months ended December 31, 2010 included elsewhere in this prospectus.

The underlying assumptions for the unaudited pro forma adjustments provide a reasonable basis for presenting the significant financial effects directly attributable to the Acquisition; however, the unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the results that actually would have been achieved if the Acquisition had been completed on the date indicated or of the results which may be obtained in the future. In addition, the unaudited pro forma consolidated financial statements are not intended to project the combined or future financial position or operating results, and do not give effect to any integration costs, synergies, operating efficiencies and cost savings that may result from the acquisition as well as benefits expected to be derived from our initiatives following the Acquisition.

The following pro forma adjustments have been made to reflect the Acquisition as if it had been completed on July 1, 2009.

U.S. GAAP adjustments reflected in the consolidated statements of operations of Bioamber S.A.S.

The unaudited consolidated statements of operations of Bioamber S.A.S. for the year ended June 30, 2010 and three months ended September 30, 2010, and which are included in our pro forma condensed consolidated statements operations reflect adjustments to conform to U.S. GAAP and the accounting policies used by us in the preparation of our consolidated financial statements as follows:

The unaudited pro forma condensed consolidated statement of operations for the six months ended December 31, 2010 is based on our historical financial statements for the six months ended December 31, 2010, which included those of Bioamber S.A.S. for the three month period from October 1 to December 31, 2010, and the historical audited financial statements of Bioamber S.A.S. for the three month period from July 1 to September 30, 2010.

No U.S. GAAP adjustments were required to be reflected in the consolidated statement of operations of Bioamber S.A.S. as shown below:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes and the other financial information included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus, particularly those in the section entitled “Risk Factors.”

We believe we can produce bio-succinic acid that is cost-competitive with succinic acid produced from oil priced as low as $35 per barrel, based on management’s estimates of production costs at our planned facility in Sarnia, Ontario and an assumed corn price of $6.50 per bushel. We expect the productivity of our next-generation organism and on-going process improvements to further reduce our production costs. Our ability to compete on cost is not dependent on government subsidies or tariffs. We have secured funding to construct the initial phase of our next global-scale facility in Sarnia, Ontario and we intend to build and operate two additional facilities, one located in Thailand and the other located in either the United States or Brazil. Our manufacturing expansion strategy is described below under the heading “—Manufacturing Expansion Plan.”

We have been manufacturing our bio-succinic acid at a facility in Pomacle, France for 21 months. We have sold bio-succinic acid to 12 customers in 2011 in connection with our product and market development efforts. We have shipped commercial quantities to these customers, such as shipments of one metric ton super sacks and container loads. We and our customers have used these products as part of our efforts to validate and optimize our process and to continue to refine and improve our products to meet our customers’ specifications. As a development stage company, we have recorded all product sales to date as an offset to research and development expense until these products are deemed ready for commercial sale. We expect to begin recording revenue from commercial sales of our bio-succinic acid in the first quarter of 2012. In order to support this commercialization, we will require additional personnel to run the facility on a continuous basis. Beginning in that period, we expect to record and separately report product revenue and related cost of goods sold in our financial statements.

As we scale-up our manufacturing capacity and prepare to manufacture and commercialize, we expect the majority of our revenue will initially come from sales of bio-succinic acid. We also intend to leverage our proprietary technology platform and expertise in the production of bio-succinic acid to target additional high value-added products, such as bio-BDO, PBS, de-icing solutions and plasticizers. In addition, we are also working to expand our product portfolio to additional building block chemicals, including adipic acid and caprolactam.

Since our inception, we have raised an aggregate of $76.1 million from private placements of equity securities and convertible notes.

In order to support our growth, we plan to rapidly expand our manufacturing capacity beyond the current production at the Pomacle, France facility. We have entered into a joint venture with Mitsui to finance, build and operate a manufacturing facility in Sarnia, Ontario through our Bluewater Biochemicals, Inc. subsidiary in which we own a 70% equity interest and Mitsui owns the remaining 30%. The joint venture agreement also establishes our intent to build and operate two additional facilities with Mitsui, one located in Thailand and the other located in either the United States or Brazil. For future facilities, we expect to enter into agreements with partners on terms similar to those in our agreement with Mitsui and we intend to partially finance these facilities with debt. We expect to use available cash and the proceeds of this offering to fund our initial facilities, as well as our commercial expansion and product development efforts. For additional future facilities, we currently expect to fund the construction of these facilities using internal cash flow and project financing.

The first facility we plan to build in cooperation with Mitsui will be located in a bio-industrial park in Sarnia, Ontario. We expect to start construction of this facility in 2012 and to commence operation in 2013 with an initial capacity of approximately 17,000 metric tons of bio-succinic acid per year. Completion of this initial phase of the Sarnia facility is expected to cost approximately $74.0 million, which will be met by capital contributions of $27.3 million and $11.7 million from us and from Mitsui, respectively, and an additional $35.0 million in low interest loans and governmental grants that have been committed, subject to our meeting certain milestones, by various governmental authorities in Canada. We expect to expand this facility to bring the total annual capacity to approximately 34,000 metric tons of bio-succinic acid and 23,000 metric tons of bio-BDO at full capacity. Bringing this facility from the initial phase to its maximum expected production capacity is expected to cost an additional $125.0 million.

The second facility we plan to build in cooperation with Mitsui, on terms to be negotiated, is expected to be located in Thailand. We and Mitsui may consider building this facility in cooperation with PTT-MCC if we can agree to mutually acceptable terms, including PTT-MCC securing an agreed portion of the off-take of bio-succinic acid, and possibly the bio-BDO, that is produced at the facility. We expect to start construction of this facility in 2012 and to commence initial operations in 2014 with an expected annual production capacity of 65,000 metric tons of bio-succinic acid and 50,000 metric tons of bio-BDO at full capacity. Completion of the Thailand facility is expected to cost approximately $200.0 million.

The third facility we plan to build in cooperation with Mitsui, on terms to be negotiated, will be located either in the United States or in Brazil. We and Mitsui may consider working with a local equity partner that can help us secure feedstock such as glucose from corn starch or sucrose from sugar cane. We expect this facility to have an annual production capacity of 65,000 metric tons of bio-succinic acid and 50,000 metric tons of bio-BDO at full capacity. Completion of the third facility is expected to cost approximately $210.0 million.

In addition to the three facilities we plan to build in cooperation with Mitsui, we have entered into a non-binding letter of intent with Tereos Syral S.A., a leading producer of starch, starch sweeteners, alcohol and proteins in Europe, for joint construction of two plants that would be located in France and in Brazil.

We expect that the fundamental drivers of our results of operations going forward will be the following:

Commercialization of our products. We expect to begin recognizing revenue from sales of our existing bio-succinic acid product in the first quarter of 2012. Our ability to grow revenue from this product will be dependent on expanding the addressable market for succinic acid using our low-cost, bio-based alternative. We also expect to grow our revenue base by developing new high value-added products, such as bio-BDO, PBS, mPBS, de-icing solutions and plasticizers, in order to target additional large and established chemicals markets. Our revenue for future periods will also be impacted by our ability to introduce new products and the speed with which we are able to bring our products to market. To accelerate this process, we are developing our sales and marketing capability and entering into distribution and joint development agreements with strategic partners. We are also engaging in a collaborative process with our customers to test and optimize our new products in order to ensure that they meet specifications in each of their potential applications.

Production capacity. Our ability to further lower our production costs and drive customer adoption of our product is dependent on our manufacturing expansion strategy. In particular, we intend to build and operate a global-scale manufacturing facility in Sarnia, Ontario, which we expect to benefit from significantly lower operating expenses than the current facility in Pomacle, France due to lower expected raw material and utility costs. As a result, we expect to produce bio-succinic acid that is cost-competitive with succinic acid produced from oil priced as low as $35 per barrel. We expect to further reduce costs by improving the productivity of our next-generation organism and on-going process improvements. We intend to capitalize on our first-to-market advantage by rapidly expanding our production capacity and building additional facilities in Thailand and either the United States or Brazil. Our results will be impacted by the speed with which we execute on this strategy and the capital costs and operating expenses of each of these facilities.

Feedstock and other manufacturing input prices. We use sugars that can be derived from wheat, corn and other feedstocks. We intend to locate our facilities near readily available sources of sugars and other inputs, such as steam, electricity, hydrogen and carbon dioxide, in order to ensure reliable supply of cost-competitive feedstocks and utilities. While our process requires less sugar than most other renewable products and is therefore less vulnerable to sugar price increases relative to other bio-based processes, our margins will be affected by significant fluctuations in these required inputs.

Petroleum prices. We expect sales of our bio-based products to be impacted by the price of petroleum. In the event that petroleum prices increase, we may see increased demand for our products as chemical manufacturers seek lower-cost alternatives to petroleum-derived chemicals. Conversely, a long-term reduction in petroleum prices below $35 per barrel may result in our products being less competitive with petroleum-derived alternatives. In addition, oil prices may also impact the cost of certain feedstocks we use in our process, which may affect our margins.

To date, we have not recorded any revenue from the sale of our products. As a development stage company, we have recorded all product sales to date as an offset to research and development expenses and will continue to do so until these products are deemed ready for commercial sale.

Licensing revenue from related parties was derived from services rendered to Bioamber S.A.S. Following our acquisition of Bioamber S.A.S. on September 30, 2010, licensing revenue from related parties is eliminated upon consolidation.

We expect to begin recognizing revenue from commercial sales of bio-succinic acid beginning in the first quarter of 2012, as we transition from a development stage company and commence commercial operations. We expect these revenues to grow as our planned manufacturing facilities come on line. Accordingly, we expect to record and separately report product revenues and related cost of goods sold in our financial statements starting in first quarter of 2012.

Operating expenses consist of: general and administrative expenses; research and development expenses, net; business development expenses; depreciation of property and equipment and amortization of intangible assets; and foreign exchange gains and losses.

General and administrative expenses consist of personnel costs (salaries, and other personnel-related expenses including stock-based compensation), accounting and legal fees, business travel expenses, rent and utilities for the administrative offices, membership fees, office supplies, insurance and other miscellaneous expenses.

Our general and administrative expenses have increased and we expect these expenses will continue to increase substantially in the future as we hire additional management and operational employees, expand our finance and accounting staff, add infrastructure and incur additional compliance and related costs associated with being a public company.

Research and development expenses, net consist primarily of fees paid for contract research and internal research costs in connection with the development, expansion and enhancement of our proprietary technology platform. These costs include personnel costs (salaries and other personnel-related expenses, including stock-based compensation), facility manufacturing costs incurred in France, supplies and acquisitions of laboratory equipment, research consultant costs, patent and trademark maintenance costs, royalties, professional and consulting fees and business travel expenses.

We expect research and development expenses, including our patent maintenance expenses, to increase significantly as we continue to invest in the deployment and implementation of our bio-succinic acid and derivatives technologies in a commercial scale manufacturing facility and in our bio-adipic acid and mPBS technologies. We expect more research to be performed in-house than was previously the case utilizing our 27,000 square feet facility in Plymouth, Minnesota. In support of this research we expect to significantly increase our research and development personnel. We also expect our royalty expenses to increase as our revenues increase as we pay a fixed percentage fee on the increased revenue volumes in lieu of the fixed minimum royalties we currently pay as a result of our lower current volumes.

To date, product sales have been incidental to the product development process and therefore have been netted against the research and development expenses. As we transition from a development stage company and commence commercial operations, we will cease recording the sales of our products as an offset to research and development expenses and begin recording those amounts as revenue.

Business development expenses consist primarily of market research expenses, due diligence costs and feasibility study fees.

We expect to increase our business development efforts as we look to establish additional strategic alliances, grow our commercial customer base and expand our product offerings. As we transition from a developmental stage company and commence commercial operations, we expect to significantly increase our sales and marketing personnel and programs to support the expected expansion of our business.

Depreciation of Property and Equipment and Amortization of Intangible Assets

Depreciation of property and equipment consists primarily of office furniture and computer equipment depreciation which is depreciated using the straight line method over their estimated useful lives. Amortization of intangible assets consists primarily of acquired technology (patents) and technology licenses which are amortized using the straight-line method over their estimated useful lives. Amortization of intangible assets also includes the write-off of patents and intellectual property impairment charges.

We expect depreciation of property and equipment to increase significantly as our planned manufacturing facilities come on line. In addition, in connection with our transition from a developmental stage company to a commercial company, we will begin amortization of certain of our intangible assets currently carried on our balance sheet such as in process research and development over their useful lives beginning in 2012. In addition, the depreciation of property and equipment and amortization of developed technology assets will be recorded within cost of sales.

We expect to conduct operations throughout the world. Our financial position and results of operations will be affected by economic conditions in countries where we plan to operate and by changing foreign currency exchange rates. We are exposed to changes in exchange rates in Europe (France) and North America (Canada). The Euro is our most significant foreign currency exchange risk. A strengthening of the Euro and the Canadian dollar against the U.S. dollar may increase our revenues and expenses since they are expressed in U.S. dollars. As we move our production to our planned facility in Sarnia, Ontario we expect our foreign currency risk to decrease as our sources and uses of cash will be primarily in U.S. dollars. We will monitor foreign currency exposures and will look to mitigate exposures through normal business operations such as manufacturing and selling in the same currencies.

Amortization of deferred financing costs consists primarily of costs from past financings that were recognized over the life of the funding instrument and will continue to increase in line with the expenses incurred to obtain future financing. Costs are deferred and amortized on a straight-line basis over the term of the related debt.

Financial charges consist primarily of accreted interest resulting from warrants attached to the convertible notes issued in June 2009 and November 2010. Financial charges also include the recording of the fair value of the contingent share consideration in connection with the acquisition of Sinoven and held in escrow as of June 30, 2011. The terms of the escrow were modified on October 1, 2011 when we acquired the remaining 25% of Sinoven. The release of shares in the future will result in compensation expense of approximately $3 million, which will be incurred ratably in each quarterly period through September 30, 2013.

We are subject to income taxes in France, Luxembourg, the United States, Canada and China. As a development stage company we have incurred significant losses and have not generated taxable income in these jurisdictions. In the future, we expect to become subject to taxation based on the statutory rates in effect in the countries we operate and our effective tax rate could fluctuate accordingly. We have incurred net losses since our inception and have not recorded any federal, state or foreign current income tax provisions other than a recovery of deferred income taxes in the 258 day period ended June 30, 2009. Accordingly, we have a full valuation allowance against our net deferred tax assets. Additionally, under the U.S. Internal Revenue Code, our net operating loss carryforwards and tax credits may be limited in the event of a cumulative change in ownership of more than 50% is deemed to have occurred within a three year period. We have not performed a detailed analysis to determine whether an ownership change under Section 382 of the Internal Revenue Code has occurred after each of our previous issuances of shares of common stock and warrants.

We recognized our share of losses incurred by Bioamber S.A.S. as of the date we received the 50% participation in Bioamber S.A.S. as part of the spin-off transaction on December 31, 2008, until the date we acquired full control on September 30, 2010. Beginning October 1, 2010, we fully consolidated the results of Bioamber S.A.S. into our financial statements and no longer show equity participation losses in Bioamber S.A.S. and the results of Bioamber S.A.S. are reflected in the individual line items to our consolidated financial statements.

The following table sets forth our consolidated results of operations for the periods presented:

Comparison of Six Months Ended June 30, 2010 and Six Months Ended June 30, 2011

The following table shows the amounts of the listed items from our consolidated statements of operations for the periods presented, showing period-over-period changes:

Licensing revenue from related parties decreased from $951,000 for the six months ended June 30, 2010 to zero for the six months ended June 30, 2011 due to the elimination of licensing fees invoiced to Bioamber S.A.S. following the acquisition of control effective October 1, 2010.

General and administrative expenses increased by $1.7 million to $2.6 million for the six months ended June 30, 2011 as compared to $825,000 for the six months ended June 30, 2010 primarily due to an increase in our headcount, salary increases and performance bonuses of $484,000. The stock-based compensation expense attributable to administrative staff increased by $187,000 due to stock options granted as signing and performance bonuses. In addition, the majority of the remainder of the increase related to the acquisition and consolidation of Bioamber S.A.S. and our expansion strategy, which included a new subsidiary in Luxembourg and the planned construction of our manufacturing facility in Sarnia, Ontario.

Research and development expenses, net increased by $5.2 million to $6.6 million for the six months ended June 30, 2011 as compared to $1.4 million for the six months ended June 30, 2010 primarily due to the consolidation of Bioamber S.A.S. results into our financial statements for the six months ended June 30, 2011. These expenses were recognized in our consolidated statement of operations within the “Equity participation in losses of Bioamber S.A.S.” line for the six months ended June 30, 2010. In addition, the increase was also due to costs incurred in the development of our new bio-BDO and bio-adipic acid platforms and the costs for patents maintenance and new applications. Our research and development expenses for the six months ended June 30, 2010 included $1.8 million for production costs and were net of $154,000 of research and development tax credits. Our research and development expenses for the six months ended June 30, 2011 included $629,000 for production costs and were net of $123,000 from the sale of products.

Business development expenses decreased by $43,000 to $16,000 for the six months ended June 30, 2011 as compared to $59,000 for the six months ended June 30, 2010 due to the different nature of the expenses recorded in the two periods. During the six months ended June 30, 2010, the expenses were related to due diligence fees incurred in connection with the acquisition of Sinoven in February 2010. During the six months ended June 30, 2011, the expenses were related to marketing research costs for the potential expansion to a new market.

Depreciation of property and equipment and amortization of intangible assets

Depreciation of property and equipment and amortization of intangible assets expense increased by $9,000 to $260,000 for the period ended June 30, 2011 as compared to $251,000 for the period ended June 30, 2010, which was due to newly acquired assets during the six months ended June 30, 2011.

Financial charges of $1.4 million for the six months ended June 30, 2011 included amounts representing the increase in estimated fair value of the contingent consideration payable in connection with the Sinoven acquisition as well as the estimated fair value of the warrants issued in connection with the conversion of convertible notes in April 2011.

Equity participation in losses of Bioamber S.A.S. decreased from $2.8 million in the six months ended June 30, 2011 to zero in the six months ended June 30, 2011 following the acquisition of control effective October 1, 2010.

Comparison of the Year Ended June 30, 2010 to the Six Months Ended December 31, 2010

We changed our fiscal year end from June 30 to December 31, effective fiscal year ended December 31, 2010. Consequently, the period ended December 31, 2010 comprises six months only as compared to twelve months during the year ended June 30, 2010. The following table shows the amounts of the listed items from our consolidated statements of operations for the periods presented, showing period-over-period changes:

Licensing revenue from related parties decreased by $891,000 due the elimination of licensing fees invoiced to Bioamber S.A.S. following the acquisition of control effective October 1, 2010. As a result, the revenue recognized during the six months ended December 31, 2010 is for the three months from July to September 2010 as compared to twelve months in the period ended June 30, 2010.

General and administrative expenses for the six months ended December 31, 2010 increased by $47,000 to $1.6 million for the six months ended December 31, 2010 as compared to $1.5 million for the year ended June 30, 2010. The increase was mostly due to the stock-based compensation expense which increased by $263,000 and performance bonuses awarded in July 2010. The increase

was also in part due to the acquisition of Bioamber S.A.S. The described increases were partially offset by lower payroll, legal and accounting, rent and utilities insurance, marketing and membership expenses, as a result of the shorter six month period.

Research and development expenses, net increased by $3.4 million to $4.8 million for the six month period ended December 31, 2010, as compared to $1.5 million for the year ended June 30, 2010. This increase was primarily due to expenses incurred in connection with the development of our technology. This increase was also due to the consolidation of the results of Bioamber S.A.S. in this period. Payroll expenses related to research and development personnel increased by $230,000 as result of employees hired for our research and development facility in Minneapolis, including our Chief Technology Officer. These increases were partially offset by lower costs associated with the operation of the facility in France, as well as lower minimum royalties expense and stock-based compensation expense as a result of the shorter six month period. Our research and development expenses for the six months ended December 31, 2010 included $1.1 million for production costs, and were net of $503,000 of research and development tax credits and $10,000 from the sale of products. Our research and development expenses for the year ended June 30, 2010 included $3.8 million for production costs and were net of $307,000 of research and development tax credits.

Business development expenses increased by $44,000 to $103,000 for the six month period ended December 31, 2010, as compared to $59,000 for the year ended June 30, 2010, as a result of marketing research costs. The expenses recognized as business development expenses for the year ended June 30, 2010 were due diligence fees incurred in connection with the acquisition of Sinoven in February 2010.

Depreciation of property and equipment and amortization of intangible assets

Depreciation of property and equipment and amortization of intangible assets expense decreased by $220,000 to $264,000 for the six month period ended December 31, 2010, as compared to $484,000 for the year ended June 30, 2010 as a result of the shorter six month period.

The financial charges decreased by $807,000 to $155,000 for the six month period ended December 31, 2010, as compared to $962,000 for the year ended June 30, 2010, which was due to accreted interest on convertible debt incurred in the year ended June 30, 2010, which was not incurred in the six months ended December 31, 2010, offset by the increase in the estimated fair value of contingent consideration.

The amount of equity participation in the losses of Bioamber S.A.S. decreased by $2.8 million to $1.5 million for the six month period ended December 31, 2010, as compared to $4.3 million for the year ended June 30, 2010, due to the acquisition of Bioamber S.A.S., which was effective October 1, 2010, and the recognition of losses for the three month period from July 2010 to September 2010. The losses for the three month period from October 2010 to December 2010 were included as part of the consolidated amounts of expenses on our financial statements.

For the six month period ended December 31, 2010, in connection with the acquisition of the 50% of Bioamber S.A.S. we did not already own, the 50% held equity interest was re-measured to its estimated fair value resulting in a gain of $6.2 million, which is presented in the consolidated statement of operations.

Comparison of the 258 Day Period Ended June 30, 2009 to the Year Ended June 30, 2010

We were incorporated on October 15, 2008. As a result, the period ended June 30, 2009 includes 258 days as compared to the fiscal year ended June 30, 2010, which includes twelve months. The following table shows the amounts of the listed items from our consolidated statements of operations for the periods presented, showing period-over-period changes:

Revenues increased by $706,000 to $966,000 for the year ended June 30, 2010 as compared to $260,000 for the 258 day period ended June 30, 2009. The increase was due to the greater number of days in the year ended June 30, 2010 as compared to the 258 day period ended June 30, 2009.

General and administrative expenses increased by $891,000 to $1.5 million for the year ended June 30, 2010 as compared to $652,000 for the 258 day period ended June 30, 2009. The increase

was due to the launching of our business’s core activities at the beginning of January 2009, following the spin-off transaction completed in December 2008. Payroll and related expenses increased by $687,000 due to the hiring of employees and a performance bonus accrued in June 2010. These increases were partially offset by a decrease in stock-based compensation of $33,000.

Research and development expenses, net increased by $1.1 million to $1.5 million for the year ended June 30, 2010 as compared to $405,000 for the 258 day period ended June 30, 2009. The increase was due to the fact that the year ended June 30, 2010 included twelve months as compared to the 258 days in the period ended June 30, 2009 and due to new expenses incurred in connection with expansion of our bio-succinic acid platform and up-front payments and minimum annual royalties amounting to $458,000. Stock-based compensation increased by $307,000 related to stock options granted in November 2009 and February 2010. These increases were partially offset by a decrease in costs related to patent maintenance of $107,000. Our research and development expenses for the year ended June 30, 2010 included $3.8 million for production costs and were net of $307,000 of research and development tax credits. Our research and development expenses for the 258 day period ended June 30, 2009 included $569,000 for production costs.

Business development expenses were $59,000 for the year ended June 30, 2010 as compared to zero for the 258 day period ended June 30, 2009. The increase was the result of due diligence fees incurred in connection with the acquisition of Sinoven in February 2010.

Depreciation of property and equipment and amortization of intangible assets

Depreciation of property and equipment and amortization of intangible assets expense increased by $94,000 to $484,000 for the year ended June 30, 2010 as compared to $390,000 for the 258 day period ended June 30, 2009. The increase was primarily as a result of the fact that the year ended June 30, 2010 included twelve months as compared to the 258 days in the period ended June 30, 2009, as well as due to the depreciation of the additional assets acquired in February 2010 with our acquisition of Sinoven.

Financial charges increased by $306,000 to $962,000 for the year ended June 30, 2010 as compared to $656,000 for the 258 day period ended June 30, 2009. The increase was due to accreted interest incurred on convertible notes issued in June 2009 and in October 2009.

Equity participation in loss of Bioamber S.A.S. increased by $3.5 million to $4.3 million for the year ended June 30, 2010 as compared to $885,000 for the 258 day period ended June 30, 2009. The increase was due to our share in the losses incurred by Bioamber S.A.S. The Bioamber S.A.S. losses are comprised primarily of research and development expenses related to the projects for the development of bio-succinic acid and bio-BDO, as well as other research and development activities conducted.

The unaudited pro forma information presented below reflects the combined results of operations of BioAmber Inc. and Bioamber S.A.S. for the year ended June 30, 2010 and the six months ended December 31, 2010 as if the acquisition of Bioamber S.A.S. had occurred on July 1, 2009:

For more information see the section entitled “Unaudited Pro Forma Financial Information” included elsewhere in this prospectus.

From inception through June 30, 2011, we have funded our operations primarily through an aggregate of $48.3 million from issuance of common stock, exercised warrants and options and $7.8 million from issuance of convertible notes. As of June 30, 2011, our cash totaled $35.5 million. Based on our historical data and current level of operations, we believe that we will be able to finance the next twelve months with the amount of available cash. We are also confident that we will be able to finance the initial stages of our planned capital expenditures on the construction of our facility in Sarnia, Ontario. The expected cash needs for the funding of the initial stages of Sarnia are $74.0 million, of which $27.3 million is expected to come from us. The remainder will be funded from various governmental grants and low interest loans and equity from our joint venture partner. Construction is set to begin in January 2012 and be completed in mid-2013. In addition, we will require funds of $24.0 million over the next 15 months to fund our research and development programs and for general corporate purposes. The attainment of successful future operations depends to a great extent on the capital raised in this offering, development of our current research activities and technologies, successful launch of our products, attracting key customers and retaining qualified personnel members.

The following table sets forth the major sources and uses of cash for each of the periods set forth below:

The cash from operating activities is primarily used for general and administrative expenses and research and development activities. These include expenses on research and development projects, consultancy and advisory fees from third parties, licensing and royalty expenses, payroll expenses, legal and accounting expenses and office rent and utilities among other things.

Cash used in operating activities during the period since inception to June 30, 2009 of $2.0 million reflected our net loss of $1.9 million adjusted with net non-cash charges for a total of $1.1 million and a negative change in operating assets and liabilities of $1.3 million. Non-cash adjustments included write off, depreciation and amortization of assets of $390,000, equity participation in the loss of Bioamber S.A.S. of $885,000, accreted interest of $656,000 as well as a deferred income taxes of $900,000. The amount of operating assets and liabilities represented an outflow due to an increase in related party receivables and a decrease in current liabilities.

Cash used in operating activities during the year ended June 30, 2010 was a net outflow of $5.2 million representing a net loss of $8.1 million offset by non-cash charges totaling $6.1 million and a negative change in operating assets and liabilities of $3.2 million. Non-cash adjustments included depreciation and amortization of assets of $484,000, equity participation in loss of Bioamber S.A.S. of $4.3 million, accreted interest of $962,000, stock-based compensation expense of $470,000, $157,000 of amortization of deferred financing costs as well as $274,000 in adjustment for unrealized exchange rate loss. The amount of operating assets and liabilities is a net outflow of $3.2 million due to an increase in receivables which net of an increase in current liabilities.

Cash used in operating activities during the six months ended December 31, 2010 reflected the net loss of $2.1 million adjusted with net negative non-cash charges for a total of $3.6 million and a negative change in operating assets and liabilities of $75,000. Non-cash adjustments included depreciation and amortization of assets of $264,000, a stock-based compensation expense of $635,000, a gain on the acquisition of Bioamber S.A.S. of $6.2 million and a loss of $1.5 million from equity participation in Bioamber S.A.S. In addition, the net loss was adjusted with $155,000 of accreted interest and $36,000 from unrealized exchange rate loss. The amount of operating assets and liabilities is a net outflow of $75,000 due to an overall increase in receivables which offsets the lower increase in payables.

Cash used in operating activities during the six months ended June 30, 2010 reflected the net loss of $4.4 million adjusted with net non-cash charges for a total of $3.0 million and a negative change in operating assets and liabilities of $2.3 million. Non-cash adjustments included depreciation and amortization of assets of $251,000, a stock-based compensation expense of $303,000, a loss of $2.8 million from equity participation in Bioamber S.A.S. and $305,000 from unrealized exchange rate loss. The amount of operating assets and liabilities is a net outflow of $2.3 million due to an increase in receivables which offsets the lower increase in payables.

Cash used in operating activities during the six months ended June 30, 2011 reflected the net loss of $10.8 million adjusted with net non-cash charges for a total of $2.3 million and a negative change in operating assets and liabilities of $75,000. Non-cash adjustments included depreciation and amortization of assets of $260,000, a stock-based compensation expense of $657,000, accreted interest of $1.4 million and $31,000 from unrealized exchange rate gain. The amount of operating assets and liabilities is a net outflow of $75,000 due to an overall decrease in liabilities which offsets the lower decrease in receivables.

Our investing activities consist primarily of capital expenditures throughout all periods and cash received in the acquisition of Bioamber S.A.S. during the six-month period ended December 31, 2010.

During the period ended June 30, 2009, we did not have any cash outflow related to investing activities. In the year ended June 30, 2010, cash used for investing activities included $23,000 of asset acquisitions and paid as cash consideration on the acquisition of Sinoven.

During the six months ended December 31, 2010, cash used for investing activities included $14,000 on property and equipment purchases offset by an inflow of $1.0 million from the acquisition of Bioamber S.A.S. During the six-month periods ended June 30, 2010 and June 30, 2011, the only outflows were related to property and equipment purchases and amounted to $23,000 and $27,000, respectively.

During the period ended June 30, 2009, we issued a bridge loan in the amount of $585,000 to finance our operations which was repaid in full at the period end. The major source of financing for this period was the issuance of convertible notes, the net proceeds of which amounted to $3.8 million.

During the year ended June 30, 2010, our primary source of financing was the proceeds from the private placement for total net proceeds amounting to $7.4 million. In addition, we received proceeds from the exercise of common stock warrants totaling to $103,000 and proceeds from the exercise of stock options amounting to $8,000.

During the six months ended December 31, 2010, the single source of inflow from financing activities were the proceeds from issuance of convertible notes for a net amount of $2.0 million.

For the six-month period ended June 30, 2010, the inflow from financing activities was from proceeds from exercised stock options for the amount of $8,000. In contrast, during the six months ended June 30, 2011, the inflow from financing activities consisted of $40.8 million net proceeds from a private placement. In addition, we financed our operations through the issuance of convertible notes, the net proceeds of which amount to $2.0 million and through the proceeds on exercised warrants for a total of $55,000.

The following table summarizes the future minimum commitments arising from our contractual obligations as of December 31, 2010:

During the periods presented, we did not have, and we do not currently have, any relationships with unconsolidated entities, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

We had unrestricted cash totaling $1.8 million, $4.1 million, $1.3 million and $35.5 million at June 30, 2009, June 30, 2010, December 31, 2010 and June 30, 2011, respectively. These amounts were deposited in cash and bank current accounts and were held for working capital purposes. Our primary objective is to preserve our capital for the purpose of funding our operations. We do not enter into investments for trading or speculative purposes.

We use glucose in our processes, which can be derived from corn, wheat and other feedstocks. Thus, our raw material is sensitive to price fluctuations in feedstock commodities. Prices of corn, wheat and other feedstocks are subject to fluctuations due to unpredictable factors such as weather, quantities planted and harvested, changes in national and global supply and demand, and government programs and policies.

We currently conduct our operations in U.S. dollars, Canadian dollars and Euros, which exposes us to fluctuations in foreign currency exchange rates. As we move our production to our planned facility in Sarnia, Ontario, we expect our foreign currency risk to decrease as our sources and uses of cash will be primarily in U.S. dollars. We will monitor foreign currency exposures and will look to mitigate exposures through normal business operations such as manufacturing and selling in the same currencies.

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, and comprise the financial position and results of operations of us and our subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation. The financial statements have been prepared in accordance with accounting standards set by the Financial Accounting Standards Board, or FASB. The FASB sets GAAP to ensure financial condition, result of operations, and cash flows are consistently reported. References to GAAP issued by FASB in these policies are to the FASB Accounting Standards Codifications, or FASB ASC. Our discussions and analysis of our financial condition and results of operations is based upon these consolidated financial statements.

The preparation of financial statements in conformity with GAAP requires management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. They are based on historical data, experience and other factors that are believed to have been reasonable at the time. Our management reviews the assumptions, estimates and judgments on an annual basis or when deemed necessary. Actual results could differ from those estimates. Should the assumptions, estimates and judgments change, they will affect the data reported in our consolidated financial statements. Significant areas requiring the use of significant management estimates include fair value determination of assets, liabilities and consideration paid or payable in connection with business acquisitions, contingent consideration, tax credits receivable, fair value of intangible assets and goodwill, income taxes, stock-based compensation and value of certain equity instruments.

While we have provided a detailed review of our significant accounting policies in note 2 to our consolidated financial statements included elsewhere in this prospectus, we believe that the ones described below are the most critical to allow a better understanding and evaluation of our financial position and results.

We are a development stage enterprise engaged in the research and development of our bio-succinic acid technology and other derivative technologies, attracting key management and personnel, building customer relations through testing and application of our products derived from bio-succinic acid and raising capital.

Licensing revenue from related parties includes the fees charged to Bioamber S.A.S. for the use of BioAmber Inc.’s proprietary technologies and know-how. Following the acquisition of Bioamber S.A.S. on September 30, 2010, intercompany revenues are eliminated on consolidated basis for reporting purposes. The licensing revenue is recognized on an accrual basis in accordance with the substance in the relevant agreements in force. The revenue from all services is recognized in the period during which the services have been rendered.

Revenue is recognized when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met. To date, we have not recognized any product revenue. Sales of our products to potential customers are incidental to our research and development efforts and accordingly have been recorded as a reduction of research and development expenses.

On September 30, 2010, we acquired the 50% share capital of Bioamber S.A.S. that we did not own for $12.7 million. As a result of the transaction, consideration allocated to in-process research and development, or IPR&D, was $12.2 million of which $11.1 million related to bio-succinic acid and $1.2 million related to derivative products. IPR&D acquired through business combinations is accounted for as an indefinite-lived intangible asset until completion or abandonment of the associated research and development efforts. Therefore, such assets are not amortized, but are tested for impairment at least annually. Once the research and development activities are completed, the assets will be amortized over the related product’s useful life. If the project is abandoned, the assets will be written off if they have no alternative future use.

The in-process research and development was allocated based on a project related to bio-succinic acid and its derivatives that we were developing for future sale in commercial markets. This value was calculated using the income method which measures the expected economic benefit of the asset based on reasonable estimated future cash flows (net of expenses) discounted back at an appropriate discount rate. These projects are deemed to require significant additional research and development efforts before the products could be deemed ready for commercial use. In addition, the volumes of product included in the valuation were dependent upon building commercial scale plant capacity that incorporated the additional technology and process improvements, in order to be realized.

The future benefits from these projects are deemed to arise from royalty revenues that would be paid to us in the future once the technologies were ready for market and the plant capacity was in place, off-set by the directly related research and development costs that would be required. The estimated timing for initial commercial revenue of our bio-succinic acid is the first quarter of 2012, and as a result, we estimate incurring an additional $14.1 million for research and development expenses related to these projects. Following the introduction of our products, we expect research and development expenses related to those products to decrease significantly and become more directed at keeping those products competitive in the markets they served. The valuation was performed using future cash flows over a ten year time frame. The risk adjusted rate used for the research and development of the bio-succinic acid portion of this project was 17% and the rate used for the research and development of the derivatives portion of this project was 36%. At this time, the research and development continues on these projects and there are no material changes to the estimates used in the valuation for the timing of completion of the project.

Goodwill represents the excess purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized, but is reviewed for impairment on an annual basis, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, using a discounted cash flow model.

Our goodwill is attributed to one reporting unit, Bioamber S.A.S., and we have selected June 30 as the date to perform our annual impairment test. In testing for impairment of goodwill we must make assumptions regarding estimated future cash flows to be derived from Bioamber S.A.S. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of Bioamber S.A.S. to its net book value, including goodwill.

If the net book value exceeds its fair value, then we perform the second step of the goodwill impairment test to determine the amount of the impairment loss. The impairment loss would be calculated by comparing the fair value of the goodwill to its net book value. In calculating the fair value of Bioamber S.A.S., the fair value of Bioamber S.A.S. is allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of Bioamber S.A.S. over the amount assigned to its other assets and liabilities is the fair value of goodwill. An impairment loss is recognized when the carrying amount of goodwill exceeds its fair value. As of the date of our evaluation, the estimated fair value of the Bioamber S.A.S. reporting unit was substantially in excess of its carrying value. Accordingly, there was no impairment of goodwill recorded for the periods ended December 31, 2010 or June 30, 2011.

From its inception date and until December 31, 2010, Bioamber S.A.S. applied for a research and development tax credit, or an R&D tax credit, for our research in France. Bioamber S.A.S.’s research and development expenses consist of amounts payable to ARD for the purpose of using the facility in France owned by ARD and leased to Bioamber S.A.S. to develop and commercialize bio-succinic acid as well as amounts paid to consultants. We account for tax credits as a reduction of research and development expenses, based on the best estimate of the amount considered probable of being received from the French tax authorities.

Pursuant to the French finance act in effect on January 1, 2011, all outsourced research and development expenses will no longer be eligible to claim R&D tax credits. Therefore we will no longer be in a position to claim R&D tax credits, unless we conduct in-house research and development in France

We assess the fair value of our long-lived assets in accordance with FASB ASC 360, Property, Plant, and Equipment (previously FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets). At the end of each reporting period we evaluate whether there is objective evidence of events or changes in business conditions which suggest that an asset should be impaired. Examples of such events or indications could include decrease in the market price of the assets, adverse changes in the business climate, legal or regulatory factors, obsolescence or significant damage to the assets. In such cases we determine the fair value based upon forecasted undiscounted cash flows which the assets are expected to generate and the net proceeds expected from their sale. If the carrying amount exceeds the fair value of the asset it is decreased by the difference between the two being the amount of the impairment. As of June 30, 2011, we have not identified evidence of impairment of our long-lived assets.

We account for our stock-based compensation expense in accordance with Accounting Standards Codification (“ASC”) 718, Compensation—Stock Compensation. Stock options are granted to employees at exercise prices equal to the estimated fair value of our stock at the grant dates. Stock options vest over two, three or four years and have a term of ten years. Each stock option entitles the holder to purchase one common share per unit. Exercised stock options are converted using the outstanding shares. Compensation expense is recognized over the period during which an employee is required to provide services in exchange for the award, generally the vesting period.

The following table summarizes the stock options granted from March 1, 2010 through June 30, 2011 with their exercise prices, the fair value of the underlying common stock and the intrinsic value per share, if any:

In the absence of a public trading market, we determined a reasonable estimate of the then current fair value of our common stock for the purposes of granting stock based compensation. We determined the fair value of our common stock utilizing methodologies and assumptions consistent with the American Institute of Certified Public Accountants Practice Aid, “Valuation of Privately-Held-Company Equity Securities Issued as Compensation” (AICPA Practice Aid) as well as several other factors including the nature and history of our business, our historical operations and results as well as investors perception of the value of our business at the time, based on completed equity capital raises.

We accounted for all issued warrants to purchase our common stock as equity on our consolidated balance sheets at fair value because the warrants are not redeemable. As such, our warrants are not subject to remeasurement at each balance sheet date. We estimated the fair value of warrants at the respective issuance date utilizing the Black-Scholes pricing model. The Black-Scholes pricing model requires a number of variables that require management judgment including the estimated price of the underlying instrument, the risk-free interest rate, the expected volatility, the expected dividend yield and the expected exercise period of the warrants. Our Black-Scholes assumptions are discussed in greater detail in “—Stock-Based Compensation” section below.

As at December 31, 2010, we had the following warrants outstanding to acquire common stock:

In January 2010, the FASB issued Accounting Standards Update, or (ASU), no. 2010-06, Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements, which provides guidance on how investment assets and liabilities are to be valued and disclosed. The amendment requires entities to disclose the input and valuation techniques used to measure fair value of both recurring and non-recurring fair value measurements for Level II and Level III positions. It also requires disclosures about transfers into and out of Levels I and II and separate disclosures about purchases, sales, issuances, and settlements relating to Level III measurements which must be shown on a gross basis roll forward rather that as one net number. It clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. This amendment is effective for periods beginning after December 15, 2009, except for the requirement to provide the Level III activity of purchase, sales, issuances, and settlements, which will be effective for the fiscal years beginning after December 15, 2010. The adoption of this standard did not have a material impact on the consolidated financial statements.

In December 2010, the FASB issued ASU 2010-28, Intangible –Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts. This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. The adoption of this ASU did not have a material impact on our financial statements.

In April 2010, the FASB issued ASU 2010-13, Compensation—Stock Compensation (Topic 718)—Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (A consensus of the FASB Emerging Issues Task Force), or ASU 2010-13. ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, such an award should not be classified as a liability if it otherwise qualifies as equity. This clarification of existing practice is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. The adoption of this update did not have an impact on our financial condition or results of operations.

In May 2011, the FASB issued guidance to amend the accounting and disclosure requirements on fair value measurements. The new guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, the new guidance expands the disclosures on Level III inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. The new guidance will be effective beginning January 1, 2012. Other than requiring additional disclosures, we do not anticipate material impacts on their consolidated financial statements upon adoption.

We have achieved a number of accomplishments through the successful implementation of our proprietary technology platform including:

Succinic acid can be used to manufacture a wide variety of products used everyday, including plastics, food additives and personal care products, and can also be used as a building block for a number of derivative chemicals. Today, petroleum-derived succinic acid is not being used in many potential applications because of its relatively high production costs and selling price. We believe that our low-cost production capability and our development of next-generation bio-succinic derived products including BDO, which is used to produce polyesters, plastics, spandex and other products, will provide us with access to a more than $10 billion market opportunity. Combining these opportunities with other building block chemicals we are developing, including adipic acid and caprolactam, which are used in the production of nylons, we believe that our total addressable market is in excess of $34 billion.

We are working to rapidly expand our accessible markets and product portfolio. We have entered into strategic relationships with several leading companies, such as our multi-year agreement with Mitsubishi Chemical Corporation for bio-succinic acid. We have also entered into agreements with Lanxess, Solvay and others for the development of other bio-succinic acid derivatives.

We have also entered into technology partnerships to lower our production costs, expand our product portfolio and enhance our chemical production platform. We have established multiple technology licenses or collaborations, including with Cargill, DuPont, MATRIC, ARD, Celexion and entities funded by the DOE.

In order to support our growth strategy, we have begun to rapidly expand our manufacturing capacity. We have entered into a joint venture agreement with Mitsui for our next manufacturing facility in Sarnia, Ontario, which has a projected full capacity of 34,000 metric tons of bio-succinic acid and 23,000 metric tons of bio-BDO. We have begun engineering and permitting for the initial phase of the facility, which will be fully funded through equity contributions by both us and Mitsui as well as a combination of government grants and interest-free loans. In addition, we and Mitsui intend to jointly build two additional facilities that will be co-located at existing industrial sites in Thailand and in either the United States or Brazil. These additional facilities are expected to each produce 65,000 metric tons of bio-succinic acid and 50,000 metric tons of bio-BDO at full capacity. Collectively, these three facilities are expected to represent an aggregate production capacity of 164,000 metric tons of bio-succinic acid and 123,000 metric tons of bio-BDO at full capacity.

While there is significant ongoing process innovation and technological development in the broader chemicals industry, producers are still heavily reliant on petroleum-derived feedstocks. The following table lists five of the key chemical classes from two carbon, or C2, to six carbon, or C6, that are primarily being produced from petroleum today along with examples of derivative compounds and end-use applications.

However, these building blocks can also be produced by alternative methods such as harnessing biotechnology and using biochemical pathways to produce chemically identical versions from sustainable and renewable resources.

While the global chemical industry provides many value-added products to industrial and consumer end-markets, it is facing an increasing number of challenges as a result of its significant reliance on petroleum as its primary feedstock for the following reasons:

There is significant and growing demand for a low-cost and sustainable alternative to using petroleum for chemical production. Multiple biochemical processes have been developed to address this demand, primarily using microorganisms that can convert sugars derived from renewable feedstocks into various chemical building blocks including:

Bio-succinic acid and bio-adipic acid are often referred to as “building block” chemicals because they can be converted into intermediate chemicals that are then used in the production of a wide array of consumer end-products. Bio-succinic acid is produced from renewable sugars in a carbon dioxide-sequestering process, which results in theoretical yields of 112% relative to the weight of sugar inputs, as compared to theoretical yields of 51% for ethanol, and even lower theoretical yields for several other bio-based chemicals. Bio-adipic acid is also produced from renewable sugars in a process that does not consume carbon dioxide, but is free of nitrous oxide emissions, which are a significant drawback of the petrochemical process.

Despite their inherent benefits, there has not been a critical mass of bio-based chemical manufacturing facilities operating at sufficient scale to prove out the cost and quality necessary to compete with their petrochemical equivalents. We believe that if manufacturers of bio-based chemicals can produce at reduced costs compared to their petrochemical equivalents, the market for the bio-based chemicals could be significantly larger than it is today. The high cost of producing succinic acid from petroleum feedstock has limited its use to high value applications, such as pharmaceuticals. We believe there is a significant opportunity for bio-based chemical manufacturers who can reliably deliver product at scale, with the required specifications of potential customers and at a competitive cost.

Our proprietary technology platform combines industrial biotechnology, an innovative purification process and chemical catalysis to convert renewable feedstocks into chemicals that are cost-competitive replacements for petroleum-derived chemicals. The development of our current organism was originally funded by the DOE in the late 1990s, was further developed and scaled up, and optimized by us at the large-scale manufacturing facility in France. We have reliably delivered high quality, cost-competitive bio-succinic acid that meets the specifications of large chemical companies. We believe our solution enables us to address multiple large chemical markets, including polyurethanes, plasticizers, personal care products, de-icing solutions, resins and coatings, food additives and lubricants, that are currently being served by petrochemicals by:

Our proprietary technology platform integrates industrial biotechnology, an innovative purification process and chemical catalysis to produce bio-based chemicals as cost-competitive, chemically identical replacements for petroleum-derived equivalents. We own or have exclusive rights to specific microorganisms, chemical catalysis technology and a unique, scalable and flexible purification process that, when combined and optimized, convert renewable feedstocks into platform chemicals. We believe the strength of our platform, our intellectual property portfolio and our licensing agreements with Cargill, Celexion, entities funded by the DOE and DuPont will allow us to extend our chemical production beyond our current product, bio-succinic acid, to multiple downstream applications such as bio-BDO and mPBS, as well as additional chemical families such as adipic acid, caprolactam and HMDA. Together, these chemicals address a more than $34 billion market opportunity.

We have sold bio-succinic acid to 12 customers in 2011 in connection with our product and market development efforts, after having met their quality, performance and cost requirements. We believe we are the first and only company selling bio-succinic acid products in commercial quantities. Our customers utilize our product as a cost-competitive, sustainable alternative to the petroleum-based specialty chemicals they currently use in polymers, food additives and flavorings, bath salts, polyurethanes, pharmaceutical and other applications. Our ability to supply commercial scale quantities of bio-succinic acid allows our customers to develop new applications and commercialize their products.

Our experience operating the facility in Pomacle, France over the past 21 months with a 350,000 liter commercial scale fermenter has helped us refine our process and make bio-succinic acid cost-competitively without subsidies. We expect to produce bio-succinic acid that is cost-competitive with succinic acid produced from oil priced as low as $35 per barrel, based on management’s estimate of input prices in Sarnia, Ontario and an assumed corn price of $6.50 per bushel. Through extensive research and development efforts relating to our bio-succinic acid production process, including pilot plant phase, process efficiency enhancements and scaling-up our process to our current scale, we have been able to thoroughly address the operational complexities in our process. We believe that our experience operating at this scale in France has provided us with the know-how to efficiently replicate and further scale-up our production process.

Our process requires less sugar than most other renewable products. We require approximately 50% less sugar to produce a pound of bio-succinic acid than is needed to produce a pound of ethanol (0.15 gallons), and even less sugar than is needed to produce a pound of several other bio-based chemicals. This makes our process less vulnerable to price increases in sugar, relative to other bio-based processes. This efficient use of sugar translates into reduced consumption. To produce $1 billion worth of bio-succinic acid and $1 billion worth of bio-BDO at current prices, we would require approximately 1.2 million metric tons of sugar. Assuming we split production equally between North America, Thailand and Brazil, we would need to source 400,000 metric tons of sugar in each geography. In North America, 400,000 metric tons of sugar represents 2.0% of existing corn wet milling

capacity, which is currently under pressure from dropping U.S. demand for high fructose corn syrup. In Thailand, 400,000 metric tons of sugar represents approximately 3.6% of Thai sugar production (sugar available from both cane and tapioca starch). In Brazil, 400,000 metric tons of sugar represents approximately 1.0% of Brazilian sugar production (excluding sugar dedicated to the production of ethanol). Even if the entire $2 billion worth of bio-succinic acid and bio-BDO were produced in North America, it would require only 6.0% of the sugar produced in existing corn wet mills. Given this modest demand and our ability to source sugar from a variety of sources, rapid growth in our production capacity would not likely have a material impact on the sugar markets from which we plan to source.

Our industry leadership, product quality and economics are validated by the contracts we have signed with customers in a variety of end-markets. We have entered into supply agreements for the purchase of over 84,000 metric tons of bio-succinic acid and its derivatives over the next five years, including an exclusive supply agreement with Mitsubishi Chemical for bio-succinic acid. These agreements provide that these customers will, subject to certain conditions, purchase 75-100% of their succinic acid needs from us. We also continually work with our technology partners to develop new product applications using our bio-succinic acid platform such as PBS, de-icing solutions and plasticizers. These close relationships provide us with a continuous feedback mechanism that helps us deliver products that best meet our customers’ needs.

We have signed an agreement with Mitsui to jointly build a facility in Sarnia, Ontario, that is expected to produce bio-succinic acid and BDO. We have commenced engineering and permitting for this facility and plan to start construction in 2012. We expect the facility to commence commercial scale production in 2013. This facility will initially have a capacity of 17,000 metric tons of bio-succinic acid and is expected to increase to a total capacity of 34,000 metric tons of bio-succinic acid and 23,000 metric tons of bio-BDO at full capacity. Funding for the first phase of this project is fully committed. Our agreement with Mitsui also contemplates the potential construction and operation of two additional facilities that will be co-located at existing industrial sites around the world. We intend to jointly build a second facility with Mitsui in Thailand that is expected to produce 65,000 metric tons of bio-succinic acid and 50,000 metric tons of bio-BDO at full capacity. We expect to begin construction of this facility in 2012 and commence initial production in 2014. We also intend to build a third facility with Mitsui, which is expected to be of similar scale to our facility in Thailand, and will be located in either the United States or Brazil. Collectively, these three facilities are expected to represent an aggregate production capacity of 164,000 metric tons of bio-succinic acid and 123,000 metric tons of bio-BDO at full capacity. We also have a letter of intent in place with Tereos Syral S.A., or Tereos, a leading European feedstock producer for an additional two facilities to be located in Europe and Brazil.

Our management team consists of experienced professionals, possessing on average over 25 years of relevant experience in scaling up, manufacturing and commercializing chemicals, gained at both large companies and entrepreneurial start-ups. Our senior executives have worked at companies including Cargill, DuPont, INVISTA, Dow Corning Corporation, the former plastics division of the General Electric Company, Royal DSM N.V. and the Genencor division of Danisco A/S.

Our goal is to be the leading provider of renewable chemicals by replacing petroleum-based chemicals with our bio-based alternatives which we believe could revolutionize the global chemical industry.

We currently operate a large-scale bio-succinic acid facility in Pomacle, France. We have secured funding to construct the initial phase of a second facility in Sarnia, Ontario and we intend to build two additional facilities with Mitsui, one in Thailand and another in either the United States or Brazil. As demand for our products grows, we intend to rapidly construct new facilities in multiple geographic regions employing a design that facilitates expedient and capital-efficient growth. We expect to benefit from incremental cost reductions and further technological and engineering improvements at each additional facility. To further streamline production and reduce costs, we plan to integrate production and locate these facilities in proximity to required infrastructure and feedstock. We intend to retain operational control and a majority interest in these facilities and collaborate with third parties to obtain capital, construct the facilities, secure feedstock, sell future output and assist with manufacturing and market access. We believe that there are advantages in being first to market with innovative technology and high-volume production capacity in order to secure what we believe is considerable market demand for our products.

We intend to leverage our ability to produce high quality bio-succinic at low cost, to produce high-value-added bio-succinic derivatives, such as bio-BDO, which is used in the production of polyesters, plastics, spandex and other products. We have licensed DuPont’s technology, which we believe will enable us to produce bio-BDO at a lower cost than alternative processes with equivalent purity. We have entered into a joint venture agreement with Mitsui to manufacture, market and sell bio-BDO and leverage Mitsui’s strength as a leading distributor of chemicals to target the approximately $4 billion market for BDO.

We intend to leverage our proprietary technology platform and expertise in the production of bio-succinic acid, a C4 building block chemical, to target additional high value-added products such as PBS, mPBS, de-icing solutions and plasticizers. To further this strategy, we:

We expect that these high value-added chemicals will offer better performance than the petroleum-derived products that they seek to replace. We believe these products will broaden our addressable markets, increase our market share and strengthen customer retention. We believe the development of these additional next-generation, bio-succinic derived products combined with our bio-succinic acid and bio-BDO products will provide us with access to a more than $10 billion market opportunity.

Our goal is to be the low-cost producer of the bio-based chemicals we manufacture. Our bio-succinic acid production process has inherently higher actual and theoretical yields than other processes and we utilize a proprietary, low-cost purification process. Our production process was scaled, optimized and improved from 2005 through 2008 and further optimized by us at large scale over the last 21 months. Consequently, we believe that at our next plant in Sarnia, Ontario, we will produce bio-succinic acid at a significantly reduced cost compared to the cost of other bio-based

succinic derivatives and petroleum-derived succinic acid, according to our estimates of what the costs of the inputs will be at the Sarnia facility. We intend to further reduce our production costs by increasing the scale of our manufacturing process to realize economies of scale and by replacing our E. Coli microorganism in our fermentation process with a proprietary yeast strain we are developing with Cargill on an exclusive basis. We believe that further reducing costs will increase market acceptance of our products across several applications and give us a long-term competitive advantage.

We intend to expand our product portfolio to C6 building block chemicals, which include adipic acid and caprolactam. These products are used in the production of carpeting, rugs, textile laminations, garment linings, adhesives for shoe soles and resins used in the paper products industry. We expect to use our flexible technology platform to expand our product base, starting with bio-adipic acid, by leveraging our extensive experience developing, producing and marketing bio-succinic acid. We believe our technology platform, including an exclusive license to a biochemical pathway discovered by Celexion, and our innovative purification process will provide us with a significant competitive advantage.

We currently produce and sell bio-succinic acid using our proprietary process as a cost-effective replacement for petroleum-derived succinic acid. We believe we are the first company to manufacture bio-succinic acid in a commercial scale fermentation process. We also have additional bio-based products under development with partners including bio-succinic acid derivatives, such as BDO, and new applications of bio-succinic acid, such as plasticizers, polyurethanes and de-icing solutions. In addition to having a better environmental profile, we expect our current and future bio-based products to deliver performance equal to, or better than, the petrochemicals we are seeking to substitute, at a competitive price.

Our bio-based specialty chemicals are used in multiple end-markets and applications and can serve as key building blocks for a wide variety of products used everyday. The table below sets forth, for both C4 and C6 chemicals, the development stage of each of the products we currently sell or are in our pipeline and typical applications for these products. The dollar amounts set forth in the table represent management’s estimates of the addressable market size for each of these products, which together represent a total addressable market in excess of $34 billion.

We chose to develop bio-succinic acid as our first product because it is a platform chemical that can be used in a broad range of markets, from high-value niche applications such as personal care products and food additives, to large volume applications such as plasticizers, polyurethanes, resins and coatings. Bio-succinic acid is also unique in terms of the limited quantity of sugar that is needed for its production. In 2004, the DOE published a report on “Top Value-Added Chemicals from Biomass,” identifying the top opportunities for the production of chemicals from biomass. The study prioritized twelve chemicals, from a group of over 300 possible building blocks that could be most effectively manufactured from sugars. Bio-succinic acid was recognized as one of the renewable building block chemicals with the greatest technical feasibility and commercial potential.

We have identified three main market opportunities for our bio-succinic acid platform:

We are also working with customers to blend PBS and our mPBS with other polymers to offer tailored solutions, and we are combining PBS with fibers to produce bio-based composites.

We believe that these three market opportunities for our bio-succinic acid platform provide us with access to a more than $10 billion market opportunity.

Historically, the high cost of producing succinic acid from petroleum feedstock limited its use to a narrow range of applications such as pharmaceuticals and food ingredients. As a result, the current market for petroleum-based succinic acid is only approximately 40,000 metric tons per year, representing a market size of approximately $300 million. However, industry experts predict that manufacturing bio-succinic acid will make succinic acid economically feasible for use in greater volumes across a spectrum of new applications. Recent industry reports by Global Industry Analysts and Frost & Sullivan project that the global succinic acid market will grow to approximately 145,000 and 180,000 metric tons, respectively, by 2015, based largely on bio-succinic acid’s performance, cost advantages and environmental benefits. Today, we have supply agreements, subject to our ability to produce sufficient quantities, acceptable quality levels and acceptable selling prices, in place for the purchase of over 84,000 metric tons of our bio-succinic acid and letters of intent for over an additional 30,000 metric tons of bio-succinic acid and its derivatives over the next five years.

Succinic acid can be used to produce BDO, THF and PBS. We are actively targeting these derivatives of bio-succinic acid to broaden our addressable market and maximize the value of our technology.

The major uses of BDO are in the production of THF and polybutylene terephthalate, or PBT. THF is used to produce spandex fibers and other performance polymers, resins, solvents and printing inks for plastics. PBT is an engineering-grade thermoplastic that combines excellent mechanical and electrical properties with robust chemical resistance. The automotive and electronics industries heavily rely on PBT to produce connectors, insulators, wheel covers, gearshift knobs and reinforcing beams. We believe there is also growing demand in the automotive industry to produce PBT and blends that are partially bio-based to enable automobile manufacturers to meet their sustainability goals. In 2010, we licensed DuPont’s hydrogenation catal


Large Accelerated Filer ¨		Accelerated Filer ¨

Non-Accelerated Filer x	(Do not check if a smaller reporting company)	Smaller Reporting Company ¨


Title of Each Class of Securities to Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common Stock, par value $0.01 per share	$150,000,000	$17,190


	Per Share	Total
Initial public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to us	$	$


	Page
Prospectus Summary		1
Risk Factors		12
Cautionary Note Regarding Forward-Looking Statements		39
Use of Proceeds		41
Dividend Policy		42
Capitalization		43
Dilution		44
Selected Consolidated Financial Data		47
Unaudited Pro Forma Financial Information		49
Management’s Discussion and Analysis of Financial Condition and Results of Operations		55
Business		76
Management		101
Executive and Director Compensation		110
Certain Relationships and Related Party Transactions		129
Principal Stockholders		133
Description of Capital Stock		136
Shares Eligible for Future Sale		142
Material U.S. Federal Tax Considerations for Non-U.S. Holders of Common Stock		144
Underwriting		148
Legal Matters		152
Experts		152
Where You Can Find More Information		153
Index to Consolidated Financial Statements		F-1


	As of June 30, 2011
	Actual		Adjusted(1)
	(unaudited)
	(in thousands)
Cash	$	35,488	$
Working capital	$	33,563	$
Total assets	$	55,665	$
Stockholders’ equity	$	50,495	$


Assumed initial public offering price per share(1)			$
Historical net tangible book value per share as of June 30, 2011	$	120.18
Pro forma net tangible book value per share as of December 31, 2010
Increase per share attributable to new investors

Pro forma net tangible book value per share after this offering

Dilution per share to new investors			$


	258 days ended June 30, 2009			Twelve months ended June 30, 2010			Six months ended December 31, 2010			Six months ended June 30, 2010			Six months ended June 30, 2011			Cumulative data
	258 days ended June 30, 2009			Twelve months ended June 30, 2010			Six months ended December 31, 2010			Six months ended June 30, 2010			Six months ended June 30, 2011			Inception to December 31, 2010			Inception to June 30, 2011
										(unaudited)									(unaudited)
	(in thousands except share and per share data)
Licensing revenue from related parties(1)(2)	$	260		$	966		$	75		$	951		$	-		$	1,301		$	1,301

Operating expenses:
General and administrative		652			1,543			1,590			825			2,562			3,785			6,347
Research and development, net(3)		405			1,458			4,841			1,426			6,602			6,704			13,306
Business development		-			59			103			59			16			162			178
Depreciation of property and equipment and amortization of intangible assets		390			484			264			251			260			1,138			1,398
Foreign exchange (gain) loss		9			121			(26	)		126			(5	)		104			99

Operating expenses		1,456			3,665			6,772			2,687			9,435			11,893			21,328

Operating loss		1,196			2,699			6,697			1,736			9,435			10,592			20,027
Amortization of deferred financing costs		14			157			2			-			12			173			185
Financial charges(4)		656			962			155			-			1,359			1,773			3,132
Interest revenue from related parties		-			(89	)		(73	)		(89	)		-			(162	)		(162	)
Income taxes		(900	)		-			-			-			-			(900	)		(900	)
Equity participation in losses of Bioamber S.A.S.(5).		885			4,340			1,548			2,786			-			6,773			6,773
Gain on re-measurement of Bioamber S.A.S.(5) .		-			-			(6,216	)		-			-			(6,216	)		(6,216	)

Net loss	$	1,851		$	8,069		$	2,113		$	4,433		$	10,806		$	12,033		$	22,839

Net loss attributable to:
BioAmber Inc. stockholders	$	1,851		$	7,992		$	2,011		$	4,356		$	10,700		$	11,854		$	22,554
Non-controlling interest		-			77			102			77			106			179			285

	$	1,851		$	8,069		$	2,113		$	4,433		$	10,806		$	12,033		$	22,839


	As of December 31, 2010			As of June 30, 2011
				(unaudited)
	(in thousands)
Cash	$	1,268		$	35,488
Working capital	$	(2,438	)	$	33,563
Total assets	$	20,879		$	55,665
Long-term debt, including current portion	$	2,000		$	-
Total liabilities	$	7,024		$	5,170
Accumulated deficit	$	(11,854	)	$	(22,554	)
Stockholders’ equity (deficit)	$	13,855		$	50,495


	Year ended June 30, 2010			Year ended June 30, 2010		Pro forma adjustments(2)			Year ended June 30, 2010
	BioAmber Inc.			Bioamber S.A.S.(1)		Pro forma adjustments(2)			BioAmber Inc. Pro forma
	(in thousands except per share data)
Licensing revenue from related parties	$	966		$	-		$(966)	(a)	$	-

Operating expenses:
General and administrative		1,543			113		-			1,656
Research and development, net		1,458			8,371		(966	)(a)		8,863
Business development		59			-		-			59
Depreciation of property and equipment and amortization of intangible assets		484			-		-			484
Foreign exchange (gain) loss		121			-		-			121

Operating expenses		3,665			8,484		(966	)		11,183

Operating loss		2,699			8,484		-			11,183
Amortization of deferred financing costs		157			-		-			157
Financial charges		962			197		(89	)(b)		1,070
Interest revenue from related parties		(89	)		-		89	(b)		-
Equity participation in loss of Bioamber S.A.S.		4,340			-		(4,340	)(c)		-

Net loss	$	8,069		$	8,681	$	(4,340	)	$	12,410

Net loss attributable to:
BioAmber Inc. stockholders	$	7,992							$	12,333
Non-controlling interest		77								77

	$	8,069							$	12,410

Basic net loss per share attributable to BioAmber Inc. stockholders	$	96.26							$	107.55
Weighted average of common stock outstanding(d):
Basic		83,025								114,669


	Six months ended December 31, 2010			Three months ended September 30, 2010					Six months ended December 31, 2010
	BioAmber Inc.			Bioamber S.A.S.(1)		Pro forma adjustments(2)			BioAmber Inc. Pro forma
	(in thousands per share data)
Licensing revenue from related parties	$	75		$	-	$	(75	)(a)	$	-

Operating expenses:
General and administrative		1,590			62		-			1,652
Research and development, net		4,841			2,887		(75	)(a)		7,653
Business development		103			-		-			103
Depreciation of property and equipment and amortization of intangible assets		264			-		-			264
Foreign exchange (gain) loss		(26	)		-		-			(26	)

Operating expenses		6,772			2,949		(75	)		9,646

Operating loss		6,697			2,949		-			9,646
Amortization of deferred financing costs		2			-		-			2
Financial charges		155			146		(73	)(b)		228
Interest revenue from related parties		(73	)		-		73	(b)		-
Equity participation in loss of Bioamber S.A.S.		1,548			-		(1,548	)(c)		-
Gain on re-measurement of Bioamber S.A.S.		(6,216	)		-		6,216	(e)		-

Net loss	$	2,113		$	3,095	$	4,668		$	9,876

Net loss attributable to:
BioAmber Inc. stockholders	$	2,011			-		-		$	9,774
Non-controlling interest		102			-		-			102

	$	2,113			-		-		$	9,876

Basic net loss per share attributable to BioAmber Inc. stockholders	$	15.65			-		-		$	79.64
Weighted average of common stock outstanding(d):
Basic		128,493			-		-			122,721


	French GAAP for the year ended June 30, 2010(1)		Adjustments			U.S. GAAP for the year ended June 30, 2010
	(in thousands)
Net sales	$	-	$	-		$	-
Cost of goods sold		-		-			-

Gross profit		-		-			-

Operating expenses:
Selling, general and administrative		113		-			113
Research and development		7,805		566	(2)		8,371
Interest expense		197		-			197

Operating expenses		8,115		566			8,681

Income before income tax provision and equity earnings		8,115		566			8,681
Income tax provision		-		-			-

Net loss	$	8,115	$	566		$	8,681


	French GAAP for the three months ended September 30, 2010(1)		Adjustments		U.S. GAAP for the three months ended September 30, 2010
	(in thousands)
Net sales	$	-	$	-	$	-
Cost of goods sold		-		-		-

Gross profit		-		-		-

Operating expenses:
Selling, general and administrative		62		-		62
Research and development		2,887		-		2,887
Interest expense		146		-		146

Operating expenses		3,095		-		3,095

Income before income tax provision and equity earnings		3,095	$	-		3,095
Income tax provision		-		-		-

Net loss	$	3,095	$	-	$	3,095


	258 days ended June 30, 2009			Year ended June 30, 2010			Six months ended December 31, 2010									Cumulative data
	258 days ended June 30, 2009			Year ended June 30, 2010			Six months ended December 31, 2010			Six months ended June 30, 2010			Six months ended June 30, 2011			Inception to December 31, 2010			Inception to June 30, 2011
										(unaudited)									(unaudited)
	(in thousands except share and per share data)
Licensing revenue from related parties	$	260		$	966		$	75		$	951		$	-		$	1,301		$	1,301

Operating expenses:
General and administrative		652			1,543			1,590			825			2,562			3,785			6,347
Research and development, net		405			1,458			4,841			1,426			6,602			6,704			13,306
Business development		-			59			103			59			16			162			178
Depreciation of property and equipment and amortization of intangible assets		390			484			264			251			260			1,138			1,398
Foreign exchange (gain) loss		9			121			(26	)		126			(5	)		104			99

Operating expenses		1,456			3,665			6,772			2,687			9,435			11,893			21,328

Operating loss		1,196			2,699			6,697			1,736			9,435			10,592			20,027
Amortization of deferred financing costs		14			157			2			-			12			173			185
Financial charges		656			962			155			-			1,359			1,773			3,132
Interest revenue from related parties		-			(89	)		(73	)		(89	)		-			(162	)		(162	)
Income taxes		(900	)		-			-			-			-			(900	)		(900	)
Equity participation in loss of Bioamber S.A.S.		885			4,340			1,548			2,786			-			6,773			6,773
Gain on re-measurement of Bioamber S.A.S.		-			-			(6,216	)		-			-			(6,216	)		(6,216	)

Net loss	$	1,851		$	8,069		$	2,113		$	4,433		$	10,806		$	12,033		$	22,839


Net loss attributable to:
BioAmber Inc. stockholders	$	1,851		$	7,992		$	2,011		$	4,356		$	10,700		$	11,854		$	22,554
Non-controlling interest		-			77			102			77			106			179			285

	$	1,851		$	8,069		$	2,113		$	4,433		$	10,806		$	12,033		$	22,839

Net loss per share—basic(1)	$	158.74		$	96.26		$	15.65		$	40.50		$	59.92			-			-
Weighted average number of shares—basic		11,660			83,025			128,493			107,539			178,579			-			-


	Six months ended June 30,						$ Increase (decrease)
	2010			2011			$ Increase (decrease)
	(unaudited)
	(in thousands)
Licensing revenue from related parties	$	951		$	-		$	(951	)

Operating expenses:
General and administrative		825			2,562			1,737
Research and development, net		1,426			6,602			5,176
Business development		59			16			(43	)
Depreciation of property and equipment and amortization of intangible assets		251			260			9
Foreign exchange (gain) loss		126			(5	)		(131	)

Operating expenses		2,687			9,435			6,748


Operating loss		1,736			9,435			7,699
Amortization of deferred financing costs		-			12			12
Financial charges		-			1,359			1,359
Interest revenue from related parties		(89	)		-			89
Income taxes		-			-			-
Equity participation in loss of Bioamber S.A.S.		2,786			-			(2,786	)

Net loss	$	4,433		$	10,806		$	6,373


Net loss attributable to:
BioAmber Inc. stockholders	$	4,356		$	10,700		$	6,344
Non-controlling interest		77			106			29

	$	4,433		$	10,806		$	6,373


	258 day period ended June 30, 2009			Year ended June 30, 2010			$ Increase (decrease)
	(in thousands)
Licensing revenue from related parties	$	260		$	966		$	706

Operating expenses:
General and administrative		652			1,543			891
Research and development, net		405			1,458			1,053
Business development		-			59			59
Depreciation of property and equipment and amortization of intangible assets		390			484			94
Foreign exchange loss		9			121			112

Operating expenses		1,456			3,665			2,209


Operating loss		1,196			2,699			1,503
Amortization of deferred financing costs		14			157			143
Financial charges		656			962			306
Interest revenue from related parties		-			(89	)		(89	)
Income taxes		(900	)		-			900
Equity participation in loss of Bioamber S.A.S.		885			4,340			3,455

Net loss	$	1,851		$	8,069		$	6,218


Net loss attributable to:
BioAmber Inc. stockholders	$	1,851		$	7,992		$	6,141
Non-controlling interest		-			77			77

	$	1,851		$	8,069		$	6,218


	Year ended June 30, 2010
	BioAmber Inc. Consolidated		BioAmber Inc. Pro Forma		Difference
	(in thousands)
Licensing revenue from related parties	$	966	$	–	$	(966	)
Operating expenses	$	3,665	$	11,183	$	7,518
Net loss	$	8,069	$	12,410	$	4,341
	Six months ended December 31, 2010
	BioAmber Inc. Consolidated		BioAmber Inc. Pro forma		Difference
	(in thousands)
Licensing revenue from related parties	$	75	$	-	$	(75	)
Operating expenses	$	6,772	$	9,646	$	2,874
Net loss	$	2,113	$	9,876	$	7,763


	258 day period ended June 30, 2009			Year ended June 30, 2010			Six months ended December 31, 2010			Six months ended June 30, 2010			Six months ended June 30, 2011
	(in thousands)
Net cash (used in) operating activities	$	(2,037	)	$	(5,175	)	$	(5,836	)	$	(3,657	)	$	(8,562	)
Net cash (used in)/provided by investing activities	$	-		$	(23	)	$	1,003		$	(23	)	$	(27	)
Net cash provided by financing activities	$	3,829		$	7,521		$	1,986		$	8		$	42,814


	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
	(in thousands)
Debt	$	-	$	-	$	-	$	-	$	-
Operating leases(1)		1,333		436		538		332		27
Minimum royalty payments(2)		4,584		833		1,740		443		1,568

Total	$	5,917	$	1,269	$	2,278	$	775	$	1,595


Date of issuance	Number of options		Exercise price per share		Fair value		Intrinsic value
March 1, 2010		2,000	$	201.00	$	166.01		-
July 21, 2010		8,400	$	201.00	$	162.97		-
January 12, 2011		3,000	$	201.00	$	190.51		-
June 27, 2011		16,200	$	369.14	$	295.35		-


Number		Exercise price		Expiration date
	14,363	$	37.52	February 2012—September 2019
	17,954	$	50.00	February 2019
	1,819	$	100.00	April 2011
	7,861	$	201.00	October 2014—June 2019

	41,997


C2	C3	C4	C5	C6
• Ethylene • Ethylene Glycol • Polyethylene • PVC • Vinyl	• Acrylic • Polypropylene • Propylene	• Succinic Acid • BDO and THF • Butadiene • Maleic Anhydride • Polybutadiene • Polyurethanes	• Benzene • Phenol • Polycarbonate plastic • Polystyrene • Styrene	• Adipic Acid • Caprolactam • Caprolactone • Cyclohexane • Hexamethylene- Diamine (HMDA) • Hexanediol

• Anti-freeze • Building materials • Foam packaging • Plastic bags • Plastic films	• Automotive components • Coatings • Packaging • Plastic parts • Textiles and Fibers	• Adhesives • Elastomers • Footwear • Synthetic rubber • Tires	• Adhesives • Insulation • Packaging • Protective coatings • Synthetic rubber	• Carpet fiber • Clothing • Nylon • Thread, ropes and netting