Form S-1
Delaware | 68-0370244 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
44 Montgomery Street, Suite 800 | ||
San Francisco, California | 94104 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Primary Standard Classification Code Number: | 7374 |
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
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 | $ | 4,000,000.00 | $ | 464.80 | ||||
Common Stock Purchase Warrants | $ | [ ] | $ | [ ] | ||||
Shares of Common Stock unifying Common Stock Purchase Warrants | $ | [ ] | $ | [ ] | ||||
Total | $ | [ ] | $ | [ ] |
This input page from CollabRx’ Lung Cancer Therapy Finder prompts physicians to enter the relevant data regarding their patient’s tumor. Included are those molecular tests that CollabRx’ Lung Cancer Advisory Board believes are the most relevant (based on clinical evidence) and which, when combined with other information about stage, histopathology, metastatic sites and in some cases prior treatments, should be considered in guiding treatment planning. The output of this interactive app is a description of the importance of each relevant test result, along with fully annotated lists of drugs, clinical trials and citations to the published evidence that supports the relationship of the biomarkers to these therapies. | CancerRx™ - an IOS application designed to help oncologists and pathologists navigate the complex landscape of oncology therapeutic options. CancerRx was formally introduced to physicians at the 2014 American Society of Clinical Oncology (ASCO) Annual Meeting that took place May 30-June 3, 2014 in Chicago. Highlights of the ASCO launch include: ● More than 9,600 downloads (5/30-6/11) ● Averaging 1,677 weekly unique users ● Target users include oncologists and other health care practitioners involved in cancer care (approximately 40,000 potential users) ● A 5-star rating on the Apple App Store CollabRx’s Genetic Variant Annotation™ Service (GVA™) supports clinical diagnostic laboratories that perform tumor genomic testing on cancer tumors to uncover genetic alterations that may lead to novel therapeutic approaches for some cancer patients. Offered as Software-as-a-Service (SAAS), diagnostic labs provide the digital output of DNA sequencing and other analytical devices to CollabRx for the identification of “actionable” biomarkers. The GVA provides information back to the laboratory regarding what is known about the actionable biomarker and, as relevant, additional information about related drugs and clinical trials – all in a fully automated system. |
This is a public offering of shares of common stock and warrants to purchase shares of common stock of CollabRx, Inc. We are offering _____________________ shares to be sold in this offering and warrants to purchase up to an aggregate of shares of common stock. The warrants will have a per share exercise price of $[___]. The warrants are exercisable [immediately] and will expire [__] years from the date of issuance.
Our common stock is listed on The NASDAQ Global Market under the symbol “CLRX.” The last reported sale price of our common stock on The NASDAQ Global Market on October 16, 2014 was $0.88 per share. There is no established public trading market for the warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the warrants on any national securities exchange.
Per Share | Per Warrant | Total | ||||||||||
Public Offering Price | $ | $ | $ | |||||||||
Underwriting Discounts and Commissions(1) | $ | $ | $ | |||||||||
Proceeds to us, before expenses | $ | $ | $ |
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Product | Users | Description | Business Model |
Genetic Variant Annotation Service™ (GVA™) | Pathologists and Laboratory Medical Directors via cloud-based servers | Automated clinical interpretation of tumor genetic alterations (mutation and copy number variation) | Laboratories pay $75-$150 per test event or purchase annual subscription |
Therapy Finders™ for Melanoma, Colorectal and Lung Cancer and Metastatic Breast Cancer | Oncology professionals at the point-of-care | Web-based expert systems for clinical decision support | Advertising and sponsorship sharing with on-line media partner MedPage Today |
CancerRx | Oncology professionals at the point-of care | Mobile app with reference tools, social media, and expert systems | Advertising and sponsorship sharing with media partner MedPage Today |
· | Our proprietary knowledgebase is focused on actionable information for physicians – CollabRx medical and scientific content is organized in a knowledgebase that expresses the relationship between genetic profiles, other aspects of the medical record (e.g., stage, prior treatments), and therapy considerations including molecular diagnostics, medical tests, clinical trials, drugs, biologics, and other information relevant for treatment planning. Our focus is, and always has been on providing actionable information that physicians can use to plan treatment strategies for their advanced cancer patients and identifying the evidence in the public domain that justifies the therapy options presented. |
· | Our automated software platform is scalable and capable of handling high test volumes and fast turn-around times – The CollabRx “Semantic Integration Platform” or SIP brings together methods track important changes in molecular oncology from numerous sources, including the published literature and many of the centralized publicly available databases utilized by biomedical and translational clinician/scientists. Our SIP provides CollabRx with a scalable, interactive service that can handle large test volumes and still maintain fast turn-around times for our customers. It this respect it is unmatched in our field. |
· | Our large network of independent expert clinical advisors – Over 75 independent, uncompensated expert advisors, organized by both tissue-specific editorial boards and pan-cancer or biomarker-centric boards, provides a unique, unbiased mechanism to inform and prioritize treatment strategies based on evidence. |
· | Our first-mover advantage and independence - We believe that CollabRx is the first company to have focused exclusively on the information-based, value-added steps of the diagnostic testing workflow in the context of providing clinical grade interpretation of multi-gene testing in cancer, separate from the processing of tissue samples in a laboratory environment.. |
· | Marketing of our Genetic Variant Annotation™ Service into additional segments within the clinical diagnostic laboratory market. |
· | Forming strategic partnerships with life science companies to expand GVA biomarker coverage and utility and to engage with them in cooperative marketing efforts. |
· | Forming partnerships with companies in the diagnostic testing workflow to enhance the GVA and to expand our customer base. |
· | Supporting the advertising and sponsorship sales activities of Everyday Health, Inc. in connection with the current and future Therapy Finders and CancerRx mobile apps. |
· | we may not be able to successfully implement our growth on a timely basis or at all; |
· | we may not be able to generate sufficient cash flow or raise capital on acceptable terms to meet our needs; |
· | we may lose key members of our senior management team; |
· | our products may be alleged to be faulty or fail to comply with government regulation; |
· | we may lose a significant customer; and |
· | our business development and marketing programs may prove insufficient or ineffective. |
Securities offered by us: | _______________________ shares of common stock and warrants to purchase up to an aggregate of _____ shares of common stock |
Common stock to be outstanding after this offering: | Shares ( if the warrants are exercised in full). If the underwriters exercise their option to purchase additional shares in full, the total number of shares of common stock outstanding immediately after this offering would be shares ( shares if the warrants are exercised in full). |
Underwriters’ option to purchase additional shares: | ______________________ shares and __________ warrants |
Description of warrants | The warrants will have a per share exercise price equal to $[ ]. The warrants are exercisable [immediately] and expire [ _____ ] years from the date of issuance. |
Use of proceeds by us: | We estimate that we will receive net proceeds from this offering of approximately $______ million based upon an assumed public offering price of $0.88 per share, which is the last reported sale price of our common stock on the NASDAQ Capital Market on October 16, 2014 (or approximately $__________ million if the underwriters’ option to purchase additional shares and/or warrants in this offering is exercised in full), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We expect to use the net proceeds from this offering to fund the expansion of our commercial and laboratory operations, ongoing and new clinical trials, continue building our technology infrastructure and capabilities, as well as for working capital and other general corporate purposes, including funding the costs of operating as a public company. See “Use of Proceeds” for additional information. |
Risk factors: | You should carefully read “Risk Factors” in this prospectus for a discussion of factors that you should consider before deciding to invest in our common stock. |
Existing NASDAQ Capital Market trading symbol: | “CLRX” |
· | 383,427 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2014 at a weighted-average exercise price of $12.04 per share; |
· | 91,800 shares of common stock issuable upon the vesting of restricted stock units with a weighted average fair value at grant date of $2.96; |
· | 92,888 shares of common stock issuable upon the exercise of a warrant to purchase common stock that was outstanding as of June 30, 2014, with an exercise price of $3.15 per share; |
· | 60,831 restricted stock unit awards whose distribution has been deferred; |
· | 27,405 shares of common stock issuable upon the exercise of a warrant to purchase common stock that was outstanding as of June 30, 2014, with an exercise price of $2.50 per share; |
· | 274,963 shares available for future issuance, as of June 30, 2014 under our 2007 Stock Incentive Plan, or the “2007 Plan”; and |
· | 3,705 shares of common stock reserved for future issuance under our Employee Stock Purchase Plan, which expired on July 22, 2014. |
· | no exercise of outstanding options to purchase common stock or warrants to purchase common stock since June 30, 2014; |
· | no vesting of restricted stock units since June 30, 2014; and |
· | no exercise by the underwriters of their option to purchase up to an additional [_____________________________] shares of common stock in this offering. |
Year Ended March 31, | Three Months Ended June 30, | |||||||||||||||
2014* | 2013* | 2014** | 2013** | |||||||||||||
Revenue | $ | 658 | $ | 300 | $ | 64 | $ | 270 | ||||||||
Revenue - related party | -- | 100 | - | - | ||||||||||||
Total revenue | 658 | 400 | 64 | 270 | ||||||||||||
Cost of revenue | 158 | 56 | 18 | 18 | ||||||||||||
Gross profit | 500 | 344 | 46 | 252 | ||||||||||||
Operating expenses: | ||||||||||||||||
Engineering | 1,714 | 667 | 542 | 232 | ||||||||||||
Research and development | 284 | 536 | 50 | 174 | ||||||||||||
Sales and marketing | 271 | 257 | 80 | 67 | ||||||||||||
General and administrative | 1,819 | 2,979 | 644 | 488 | ||||||||||||
Total operating expenses | 4,088 | 4,439 | 1,316 | 961 | ||||||||||||
Operating loss | (3,588 | ) | (4,095 | ) | (1,270 | ) | (709 | ) | ||||||||
Other income, net | 40 | 39 | 7 | 10 | ||||||||||||
Loss before income tax benefit | (3,548 | ) | (4,056 | ) | (1,263 | ) | (699 | ) | ||||||||
Income tax benefit | (79 | ) | (83 | ) | (15 | ) | (20 | ) | ||||||||
Loss from continuing operations | (3,469 | ) | (3,973 | ) | (1,248 | ) | (679 | ) | ||||||||
Gain on sale of discontinued operations, net of taxes | 267 | -- | -- | -- | ||||||||||||
(Loss) income from discontinued operations, net of taxes | (112 | ) | 45 | -- | (118 | ) | ||||||||||
Net income from discontinued operations, net of taxes | 155 | 45 | -- | (118 | ) | |||||||||||
Net loss | $ | (3,314 | ) | $ | (3,928 | ) | $ | (1,248 | ) | $ | (797 | ) | ||||
Net loss per share from continuing operations: | ||||||||||||||||
Basic and diluted | $ | (1.77 | ) | $ | (2.14 | ) | $ | (0.61 | ) | $ | (0.35 | ) | ||||
Net income (loss) per share from discontinued operations: | ||||||||||||||||
Basic and diluted | $ | 0.08 | $ | 0.02 | $ | 0.00 | $ | (0.06 | ) | |||||||
Net loss per share: | ||||||||||||||||
Basic and diluted | $ | (1.69 | ) | $ | (2.12 | ) | $ | (0.61 | ) | $ | (0.41 | ) | ||||
Weighted-average shares used in per share computation: | ||||||||||||||||
Basic and diluted | 1,965 | 1,856 | 2,032 | 1,953 |
As of June 30, 2014 | ||||||||
Actual | As Adjusted | |||||||
Cash and cash equivalents | $ | 2,068 | $ | - | ||||
Working Capital | 2,192 | - | ||||||
Promissory note | 511 | - | ||||||
Stockholders’ (deficit) equity: | ||||||||
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued and outstanding | - | - | ||||||
Common stock, $0.01 par value; 50,000,000 shares authorized; 2,925,788 shares issued and outstanding actual, ________ number of shares issued and outstanding pro forma | 29 | - | ||||||
Additional paid-in capital | 132,463 | - | ||||||
Accumulated other comprehensive loss | - | - | ||||||
Accumulated deficit | (129,337 | ) | (129,337 | ) | ||||
Total stockholders’ (deficit) equity | 3,155 | |||||||
Total Capitalization | $ | 3,666 | $ | - |
· | operating results of CollabRx; |
· | operating results of any companies that we may acquire in the future; |
· | fluctuations in demand for our products, and the timing of agreements with strategic partners in the health care marketplace; |
· | the timing of new products and product enhancements; |
· | changes in the growth rate of the health care marketplace; |
· | our ability to control costs, including operations expenses; |
· | our ability to develop, induce and gain market acceptance for new products and product enhancements; |
· | changes in the competitive environment, including the entry of new competitors and related discounting of products; |
· | adverse changes in the level of economic activity in the United States or other major economies in which we do business; |
· | renewal rates and our ability to up-sell additional products; |
· | the timing of customer acquisitions; |
· | the timing of revenue recognition for our sales; and |
· | future accounting pronouncements or changes in our accounting policies. |
· | we fail to introduce these new products or enhancements; |
· | we fail to successfully manage the transition to new products from the products they are replacing; |
· | we do not invest our development efforts in appropriate products or enhancements for markets in which we now compete and expect to compete; |
· | we fail to predict the demand for new products following their introduction to market; or |
· | these new products or enhancements do not attain market acceptance. |
· | longer operating histories; |
· | the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products; |
· | broader distribution and established relationships with partners; |
· | access to larger customer bases; |
· | greater customer support; |
· | greater resources to make acquisitions; |
· | larger intellectual property portfolios; and |
· | the ability to bundle competitive offerings with other products and services. |
· | difficulties in identifying and acquiring complementary products, technologies or businesses; substantial cash expenditures; |
· | incurrence of debt and contingent liabilities, some of which we may not identify at the time of acquisition; |
· | difficulties in assimilating the operations and personnel of the acquired companies; |
· | diversion of management’s attention away from other business concerns; |
· | risk associated with entering markets in which we have limited or no direct experience; |
· | potential loss of key employees, customers and strategic alliances from either our current business or the target company’s business; and |
· | delays in customer purchases due to uncertainty and the inability to maintain relationships with customers of the acquired businesses. |
· | perceived security capabilities and reliability; |
· | perceived concerns about the ability to scale operations for large enterprise customers; |
· | concerns with entrusting a third party to store and manage critical data; and |
· | the level of configurability or customizability of the solutions. |
· | not experimental or investigational; |
· | medically necessary; |
· | appropriate for the specific patient; |
· | cost-effective; |
· | supported by peer-reviewed publications; |
· | included in clinical practice guidelines; and |
· | supported by clinical utility studies. |
· | our quarterly or annual earnings or those of other companies in our industry; |
· | announcements by us or our competitors of significant contracts or acquisitions; |
· | changes in accounting standards, policies, guidance, interpretations or principles; |
· | general economic and stock market conditions, including disruptions in the world credit and equity markets; |
· | the failure of securities analysts to cover our common stock, changes in financial estimates by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; |
· | future sales of our common stock by us or our stockholders; and |
· | the other factors described in these “Risk Factors.” |
· | the role of genomic and other molecular information in the treatment of advanced cancer, including physician’s need for such information; |
· | our ability to maintain a comprehensive, accurate and current repository of information on genomic and molecular medicine and to continue to ensure our lead over similar information provided by our competitors, including the ability of our knowledgebase and information systems to help physicians treat their patients’ cancers, our first mover advantage in providing comprehensive molecular diagnostic information products on a commercial scale or the sustainability of our competitive advantages; |
· | our ability to generate revenue from sales of information products to physicians in clinical practice, including our ability to increase adoption of our products and develop new relationships with partners; |
· | our estimates of the adoption rates of NGS-based, multi-gene cancer panels; |
· | our estimates of the ability of our laboratory customers to obtain reimbursement for their diagnostic tests, including expectations as to their ability or the amount of time it will take them to achieve successful reimbursement from third-party payors, such as commercial insurance companies and health maintenance organizations, and government insurance programs, such as Medicare and Medicaid; |
· | our estimates of the penetration and use of our Therapy Finder and CancerRx web-based and mobile products by physicians and the ability of our on-line media partner to successfully sell advertising and sponsorships related to these products; |
· | our ability to scale our volume of tests from multiple customers, including our capacity to process additional tests at high volume, maintain quality and turn-around time; |
· | the acceptance of our publications co-authored with our independent expert advisors in peer-reviewed journals or of our presentations at scientific and medical conference presentations; |
· | our plans and ability to develop and commercialize new information products; |
· | federal, state, and foreign regulatory requirements, including potential FDA regulation of our information platforms; |
· | our ability to protect and enforce our intellectual property rights, including our trade secret protected proprietary rights in our information products; |
· | our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing; and |
· | anticipated trends and challenges in our business and the markets in which we operate. |
High | Low | |||||||
Fiscal Year 2013: | ||||||||
First Quarter | $ | 3.80 | $ | 3.10 | ||||
Second Quarter | $ | 5.18 | $ | 3.01 | ||||
Third Quarter | $ | 5.23 | $ | 3.43 | ||||
Fourth Quarter | $ | 4.00 | $ | 3.07 | ||||
Fiscal Year 2014: | ||||||||
First Quarter | $ | 3.87 | $ | 3.06 | ||||
Second Quarter | $ | 4.49 | $ | 3.15 | ||||
Third Quarter | $ | 4.55 | $ | 3.76 | ||||
Fourth Quarter | $ | 4.02 | $ | 3.06 | ||||
Fiscal Year 2015: | ||||||||
First Quarter | $ | 3.33 | $ | 1.86 | ||||
Second Quarter (through October 16,2014) | $ | 2.05 | $ | 0.77 |
· | on an actual basis; and |
· | on a pro forma basis, giving effect to the sale and issuance by us of [__________] shares of common stock and warrants in this offering, at an assumed public offering price of $0.88 per share, which is the last reported sale price of our common stock on the NASDAQ Capital Market on October 16, 2014, and $_____ per warrant, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. |
As of June 30, 2014 | ||||||||
Actual | As Adjusted | |||||||
Cash and cash equivalents | $ | 2,068 | $ | - | ||||
Working Capital | 2,192 | - | ||||||
Promissory note | 511 | - | ||||||
Stockholders’ (deficit) equity: | ||||||||
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued and outstanding | - | - | ||||||
Common stock, $0.01 par value; 50,000,000 shares authorized; 2,925,788 shares issued and outstanding actual, ________ number of shares issued and outstanding pro forma | 29 | - | ||||||
Additional paid-in capital | 132,463 | - | ||||||
Accumulated other comprehensive loss | - | - | ||||||
Accumulated deficit | (129,337 | ) | (129,337 | ) | ||||
Total stockholders’ (deficit) equity | 3,155 | |||||||
Total Capitalization | $ | 3,666 | $ | - |
· | 383,427 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2014 at a weighted-average exercise price of $12.04 per share; |
· | 91,800 shares of common stock issuable upon the vesting of restricted stock units with a weighted average fair value at grant date of $2.96; |
· | 92,888 shares of common stock issuable upon the exercise of a warrant to purchase common stock that was outstanding as of June 30, 2014, with an exercise price of $3.15 per share; |
· | 60,831 restricted stock unit awards whose distribution has been deferred; |
· | 27,405 shares of common stock issuable upon the exercise of a warrant to purchase common stock that was outstanding as of June 30, 2014, with an exercise price of $2.50 per share; |
· | 274,963 shares available for future issuance, as of June 30, 2014 under our 2007 Stock Incentive Plan, or the “2007 Plan”; and |
· | 3,705 shares of common stock reserved for future issuance under our Employee Stock Purchase Plan, which expired on July 22, 2014. |
Assumed public offering price per share | $ | _______ | ||||||
Historical net tangible book value per share as of June 30, 2014 | $ | [____] | ||||||
Increase in historical net tangible book value per share attributable to investors in this offering | $ | ____ | ||||||
Pro forma net tangible book value per share after giving effect to this offering | $ | |||||||
Dilution per share to investors in this offering | $ | _______ |
Shares Purchased | Total Consideration | |||||||||||||||||||
Number | Percent | Amount | Percent | Average Price per Share | ||||||||||||||||
Existing stockholders | % | $ | % | $ | ||||||||||||||||
New investors | ||||||||||||||||||||
Totals | 100 | % | $ | 100 | % | $ |
· | 383,427 shares of common stock issuable upon the exercise of stock option as of June 30, 2014 at a weighted-average exercise price of $12.04 per share; |
· | 91,800 shares of common stock issuable upon the vesting of restricted stock units with a weighted average fair value at grant date of $2.96; |
· | 92,888 shares of common stock issuable upon the exercise of a warrant to purchase common stock that was outstanding as of June 30, 2014, with an exercise price of $3.15 per share; |
· | 60,831 restricted stock unit awards whose distribution has been deferred; |
· | 27,405 shares of common stock issuable upon the exercise of a warrant to purchase common stock that was outstanding as of June 30, 2014, with an exercise price of $2.50 per share; |
· | 274,963 shares available for future issuance, as of June 30, 2014 under our 2007 Stock Incentive Plan, or the “2007 Plan”; and |
· | 3,705 shares of common stock reserved for future issuance under our ESPP, which expired July 22, 2014. |
Year Ended March 31, | Three Months Ended June 30, | |||||||||||||||
2014* | 2013* | 2014** | 2013** | |||||||||||||
Revenue | $ | 658 | $ | 300 | $ | 64 | $ | 270 | ||||||||
Revenue - related party | -- | 100 | - | - | ||||||||||||
Total revenue | 658 | 400 | 64 | 270 | ||||||||||||
Cost of revenue | 158 | 56 | 18 | 18 | ||||||||||||
Gross profit | 500 | 344 | 46 | 252 | ||||||||||||
Operating expenses: | ||||||||||||||||
Engineering | 1,714 | 667 | 542 | 232 | ||||||||||||
Research and development | 284 | 536 | 50 | 174 | ||||||||||||
Sales and marketing | 271 | 257 | 80 | 67 | ||||||||||||
General and administrative | 1,819 | 2,979 | 644 | 488 | ||||||||||||
Total operating expenses | 4,088 | 4,439 | 1,316 | 961 | ||||||||||||
Operating loss | (3,588 | ) | (4,095 | ) | (1,270 | ) | (709 | ) | ||||||||
Other income, net | 40 | 39 | 7 | 10 | ||||||||||||
Loss before income tax benefit | (3,548 | ) | (4,056 | ) | (1,263 | ) | (699 | ) | ||||||||
Income tax benefit | (79 | ) | (83 | ) | (15 | ) | (20 | ) | ||||||||
Loss from continuing operations | (3,469 | ) | (3,973 | ) | (1,248 | ) | (679 | ) | ||||||||
Gain on sale of discontinued operations, net of taxes | 267 | -- | -- | -- | ||||||||||||
(Loss) income from discontinued operations, net of taxes | (112 | ) | 45 | -- | (118 | ) | ||||||||||
Net income from discontinued operations, net of taxes | 155 | 45 | -- | (118 | ) | |||||||||||
Net loss | $ | (3,314 | ) | $ | (3,928 | ) | $ | (1,248 | ) | $ | (797 | ) | ||||
Net loss per share from continuing operations: | ||||||||||||||||
Basic and diluted | $ | (1.77 | ) | $ | (2.14 | ) | $ | (0.61 | ) | $ | (0.35 | ) | ||||
Net income (loss) per share from discontinued operations: | ||||||||||||||||
Basic and diluted | $ | 0.08 | $ | 0.02 | $ | 0.00 | $ | (0.06 | ) | |||||||
Net loss per share: | ||||||||||||||||
Basic and diluted | $ | (1.69 | ) | $ | (2.12 | ) | $ | (0.61 | ) | $ | (0.41 | ) | ||||
Weighted-average shares used in per share computation: | ||||||||||||||||
Basic and diluted | 1,965 | 1,856 | 2,032 | 1,953 |
June 30, | March 31, | March 31, | ||||||||||
2014** | 2014* | 2013* | ||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | $ | 2,068 | $ | 1,430 | $ | 4,039 | ||||||
Accounts receivable | 124 | 148 | 250 | |||||||||
Prepaid expenses | 138 | 104 | 91 | |||||||||
Other current assets | 108 | 79 | 11 | |||||||||
Deferred financing costs | -- | 162 | -- | |||||||||
Investment in convertible promissory note | 387 | 378 | -- | |||||||||
Other assets of discontinued operations | -- | -- | 11 | |||||||||
Total current assets | 2,825 | 2,301 | 4,402 | |||||||||
Property and equipment, net | 134 | 130 | 142 | |||||||||
Intangible assets, net | 1,229 | 1,281 | 1,490 | |||||||||
Goodwill | 603 | 603 | 603 | |||||||||
Investment in convertible promissory note | -- | -- | 345 | |||||||||
Total assets | $ | 4,791 | $ | 4,315 | $ | 6,982 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
Current liabilities: | ||||||||||||
Accounts payable and accrued expenses | $ | 276 | $ | 136 | $ | 64 | ||||||
Accrued compensation | 170 | 119 | 103 | |||||||||
Common stock warrant liability | -- | -- | 10 | |||||||||
Deferred revenue | 187 | 108 | -- | |||||||||
Liabilities of discontinued operations | 5 | 16 | ||||||||||
Total current liabilities | 633 | 368 | 193 | |||||||||
Deferred tax liability | 479 | 500 | 581 | |||||||||
Promissory note | 511 | 509 | 504 | |||||||||
Other long-term liabilities | 13 | 13 | -- | |||||||||
Total liabilities | 1,636 | 1,390 | 1,278 | |||||||||
Stockholders’ equity: | ||||||||||||
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued and outstanding | -- | -- | -- | |||||||||
Common stock, $0.01 par value; 50,000,000 shares authorized; 2,925,788 shares, 2,005,187 and 1,952,980 shares issued and outstanding as of June 30, 2014, March 31, 2014 and 2013, respectively | 29 | 20 | 19 | |||||||||
Additional paid-in capital | 132,463 | 130,994 | 130,602 | |||||||||
Accumulated other comprehensive loss | -- | -- | (142 | ) | ||||||||
Accumulated deficit | (129,337 | ) | (128,089 | ) | (124,775 | ) | ||||||
Total stockholders’ equity | 3,155 | 2,925 | 5,704 | |||||||||
Total liabilities and stockholders’ equity | $ | 4,791 | $ | 4,315 | $ | 6,982 |
· | Completed the transition of the Company from the former Tegal Corporation to CollabRx, Inc., a data analytics company that uses cloud-based expert systems to inform healthcare decision-making. The Company consolidated operations from Petaluma, CA, and Palo Alto, CA, and completed its relocation into new headquarters in San Francisco, CA; |
· | Introduced a second-generation Lung Cancer Therapy Finder App, which was made available to 96% of all U.S. oncologists via MedPage Today, a property of Everyday Health, Inc. CollabRx received license fees and a portion of sponsorship revenue associated with the “Oncology Next” webpage on which the Lung Cancer Therapy Finder App was located; |
· | Initiated activities related to the development of content resources to be used in conjunction with Life Technologies’ global cancer diagnostics development and its laboratory developed test services business under the terms of a multi-year partnership agreement with Life Technologies Inc. (now a part of Thermo-Fisher Scientific, Inc.); and |
· | Began the development of its laboratory product, later named the “Genetic Variant Annotation Service, or GVA”. |
· | Piloted a pre-release version of its GVA Service with two specialty reference labs. Subsequent to the launch of the GVA in August 2013, the Company signed multi-year agreements with Cynvenio Biosystems, Inc. and Quest Diagnostics, Inc.; |
· | Formed a Pan Cancer (biomarker-focused) molecular oncology editorial board led by Razelle Kurzrock, M.D., serving as its Chief Editor. Dr. Kurzrock is the Senior Deputy Director for Clinical Science at the Moores Cancer Center at UC San Diego. Dr. Kurzrock leads a distinguished group of physicians from leading institutions on the Pan Cancer editorial board, including from the University of Utah, the University of Texas MD Anderson Cancer Center and the University of Maryland Anderson Cancer Center. The Pan Cancer editorial board is differentiated in that it applies a broad molecular oncology perspective in the identification of biomarkers that are clinically actionable in any cancer type; |
· | Formed a Prostate Cancer board led by E. David Crawford, M.D., serving as its Chief Editor. Dr. Crawford is the distinguished Professor of Surgery, Urology, and Radiation Oncology, and head of the Section of Urologic Oncology at the University of Colorado Anschutz Medical Campus. Dr. Crawford leads a distinguished group of physicians from leading institutions such as Yale University, University of Michigan, Cleveland Clinic, Dana-Farber Cancer Institute, and others; |
· | Began the development of a Prostate Cancer Therapy Finder, focused initially on neuroendocrine disease; |
· | Completed the development of a Metastatic Breast Cancer Therapy Finder under the direction of Hope Rugo, M.D., CollabRx’s Breast Cancer Chief Advisor. Dr. Rugo is co-director of the Breast Oncology Clinical Trials Program and is the principal investigator of several clinical trials testing these treatments. She is a professor of medicine at UCSF; and |
· | Initiated a collaboration with the thoracic oncology program at the University of Chicago Medical Center under the direction of Ravi Salgia, MD, PhD, a professor of medicine and vice chair of translational research at the University of Chicago. |
· | Entering into agreements with additional specialty clinical reference laboratories for the GVA Service, including CellNetix Pathology and Laboratories (Seattle, Washington), Genoptix (a Novartis company in Carlsbad, California) and The Jackson Laboratory for Genomic Medicine (Bar Harbor, Maine); |
· | Completing an agreement with Affymetrix, an industry leader in genomics analysis, to optimize the use of our GVA Service in connection with Affymetrix’s platforms and other industry platforms for analysis of gene copy number variation (CNV) to inform cancer treatment planning. This significant extension of the GVA database opens up new commercial and clinical research customers for the Company; |
· | Launching CancerRx, an innovative mobile app that combines the Company’s groundbreaking and popular Therapy Finder™ decision support tools in oncology with MedPage Today’s oncology-related news feed. During the week following the launch at the American Society of Clinical Oncology (ASCO) meeting in Chicago at the end of May, more than10,000 cancer healthcare professionals downloaded the app to learn about the latest developments in molecular oncology to help inform the care of their patients; |
· | Presenting at the ASCO meeting an abstract of a research project done in collaboration with clinical researchers at the University of Chicago Medical Center and University of Wisconsin. The project reinterpreted the findings of several dozen FoundationONE™ reports using the CollabRx GVA to identify new therapeutic options not found in the original reports for a cohort of esophageal cancer patients. This demonstrated the superior database and reporting capability of the GVA when used in planning the treatment of patients with advanced cancer. (FoundationONE™ is a trademark of Foundation Medicine, Inc.); and |
· | Appointing Paul Billings MD, PhD, FACP, FACMG to its Board of Directors. Dr. Billings is a nationally recognized expert on genomic and precision medicine.He is a board-certified internist and clinical geneticist whose career has been devoted to improving patient care by expanding the use of medically relevant genomic technologies in clinical settings, most recently as Chief Medical Officer of Life Technologies, Inc. (acquired by Thermo Fisher Scientific, Inc. Scientific, Inc. in March 2014). Currently, Dr. Billings serves in multiple roles in industry and government, including as Executive Chairman, Melanoma Diagnostics and a director of Trovagene, DecisionQ, and PAX Neuoscience. Dr. Billings currently serves on the Scientific Advisory Board of the FDA, the Genomic Medicine Advisory Committee at the Department of Veterans Affairs, and the National Academy of Sciences Institute of Medicine’s Roundtable on Genomics. |
Year Ended March 31, | Change | |||||||||||||||
2014* | 2013* | $ | % | |||||||||||||
Revenue | $ | 658 | $ | 300 | $ | 358 | 119.3 | % | ||||||||
Revenue - related party | -- | 100 | (100 | ) | -100.0 | % | ||||||||||
Total revenue | 658 | 400 | 258 | 64.5 | % | |||||||||||
Cost of revenue | 158 | 56 | 102 | 182.1 | % | |||||||||||
Gross profit | 500 | 344 | 156 | 45.3 | % | |||||||||||
Operating expenses: | ||||||||||||||||
Engineering | 1,714 | 667 | 1,046 | 156.8 | % | |||||||||||
Research and development | 284 | 536 | (252 | ) | -47.0 | % | ||||||||||
Sales and marketing | 271 | 257 | 14 | 5.4 | % | |||||||||||
General and administrative | 1,819 | 2,979 | (1,160 | ) | -38.9 | % | ||||||||||
Total operating expenses | 4,088 | 4,439 | (351 | ) | -7.9 | % | ||||||||||
Operating loss | (3,588 | ) | (4,095 | ) | 507 | -12.4 | % | |||||||||
Other income, net | 40 | 39 | 1 | 2.6 | % | |||||||||||
Loss before income tax benefit | (3,548 | ) | (4,056 | ) | 508 | -12.5 | % | |||||||||
Income tax benefit | (79 | ) | (83 | ) | 4 | -4.8 | % | |||||||||
Loss from continuing operations | (3,469 | ) | (3,973 | ) | 504 | -12.7 | % | |||||||||
Gain on sale of discontinued operations, net of taxes | 267 | -- | 267 | |||||||||||||
(Loss) income from discontinued operations, net of taxes | (112 | ) | 45 | (157 | ) | -348.9 | % | |||||||||
Net income from discontinued operations, net of taxes | 155 | 45 | 110 | 244.4 | % | |||||||||||
Net loss | $ | (3,314 | ) | $ | (3,928 | ) | $ | 614 | -15.6 | % | ||||||
Net loss per share from continuing operations: | ||||||||||||||||
Basic and diluted | $ | (1.77 | ) | $ | (2.14 | ) | ||||||||||
Net income (loss) per share from discontinued operations: | ||||||||||||||||
Basic and diluted | $ | 0.08 | $ | 0.02 | ||||||||||||
Net loss per share: | ||||||||||||||||
Basic and diluted | $ | (1.69 | ) | $ | (2.12 | ) | ||||||||||
Weighted-average shares used in per share computation: | ||||||||||||||||
Basic and diluted | 1,965 | 1,856 |
Three Months Ended | ||||||||||||||||
June 30, | Change | |||||||||||||||
2014** | 2013** | $ | % | |||||||||||||
Revenue | $ | 64 | $ | 270 | $ | (206 | ) | -76.3 | % | |||||||
Cost of revenue | 18 | 18 | - | 0.0 | % | |||||||||||
Gross profit | 46 | 252 | (206 | ) | -81.7 | % | ||||||||||
Operating expenses: | ||||||||||||||||
Engineering | 542 | 232 | 310 | 133.6 | % | |||||||||||
Research and development | 50 | 174 | (124 | ) | -71.3 | % | ||||||||||
Sales and marketing | 80 | 67 | 13 | 19.4 | % | |||||||||||
General and administrative | 644 | 488 | 156 | 32.0 | % | |||||||||||
Total operating expenses | 1,316 | 961 | 355 | 36.9 | % | |||||||||||
Operating loss | (1,270 | ) | (709 | ) | (561 | ) | 79.1 | % | ||||||||
Other income, net | 7 | 10 | (3 | ) | -30.0 | % | ||||||||||
Loss before income tax benefit | (1,263 | ) | (699 | ) | (564 | ) | 80.7 | % | ||||||||
Income tax benefit, net | (15 | ) | (20 | ) | 5 | -25.0 | % | |||||||||
Loss from continuing operations | (1,248 | ) | (679 | ) | (569 | ) | 83.8 | % | ||||||||
Loss from discontinued operations, net of taxes | -- | (118 | ) | 118 | -100.0 | % | ||||||||||
Net loss | $ | (1,248 | ) | $ | (797 | ) | $ | (451 | ) | 56.6 | % | |||||
Net loss per share from continuing operations: | ||||||||||||||||
Basic and diluted | $ | (0.61 | ) | $ | (0.35 | ) | ||||||||||
Net loss per share from discontinued operations: | ||||||||||||||||
Basic and diluted | $ | 0.00 | $ | (0.06 | ) | |||||||||||
Net loss per share: | ||||||||||||||||
Basic and diluted | $ | (0.61 | ) | $ | (0.41 | ) | ||||||||||
Weighted-average shares used in per share computation: | ||||||||||||||||
Basic and diluted | 2,032 | 1,953 |
Year Ended March 31, | Three Months Ended June 30, | |||||||||||||||
2014* | 2013* | 2014** | 2013** | |||||||||||||
Cash flows provided by (used in): | ||||||||||||||||
Operating Activities | (2,593 | ) | (3,838 | ) | (733 | ) | (611 | ) | ||||||||
Investing Activities | (22 | ) | 57 | (13 | ) | (4 | ) | |||||||||
Financing Activities | 6 | - | 1,384 | - | ||||||||||||
Net (decrease) increase in cash and cash equivalents | (2,609 | ) | (3,781 | ) | 638 | (615 | ) |
Contractual obligations: | Total | Less than 1 Year | 1-3 Years | 3-5 Years | After 5 Years | |||||||||||||||
Convertible promissory note payable | $ | 500 | $ | - | $ | 500 | $ | - | $ | - | ||||||||||
Interest due on convertible promissory note payable | $ | 71 | $ | - | $ | 71 | $ | - | $ | - | ||||||||||
Non-cancelable operating lease obligations | $ | 402 | $ | 124 | $ | 278 | $ | - | $ | - | ||||||||||
Total contractual cash obligations | $ | 973 | $ | 124 | $ | 849 | $ | - | $ | - |
Year ended March 31, | 2014 | 2013 | ||||||
Domestic | $ | (3,548 | ) | $ | (4,056 | ) | ||
Foreign | - | - | ||||||
Loss from continuing operations before income tax benefit | $ | (3,548 | ) | $ | (4,056 | ) |
Year ended March 31, | 2014 | 2013 | ||||||
Current: | ||||||||
U.S. Federal | $ | - | $ | - | ||||
State and Local | 2 | - | ||||||
Foreign (credit) | - | - | ||||||
Total current tax expense (benefit) | 2 | - | ||||||
Deferred | ||||||||
U.S. Federal | (81 | ) | (83 | ) | ||||
State and Local | - | - | ||||||
Foreign (credit) | - | - | ||||||
Total deferred tax expense | (81 | ) | (83 | ) | ||||
Total income tax expense (benefit) | $ | (79 | ) | $ | (83 | ) |
Year ended March 31, | 2014 | 2013 | ||||||
Federal tax expense (benefit) at U.S. Statutory Rate | $ | (1,126 | ) | $ | (1,335 | ) | ||
State tax expense (benefit) net of federal tax effect | (193 | ) | (246 | ) | ||||
Change in valuation allowance | 1,196 | 4,572 | ||||||
Tax effect of acquired net operating loss carryforwards | - | (3,123 | ) | |||||
Foreign SubF Germany | 251 | - | ||||||
Amortization of deferred tax liability | (81 | ) | (83 | ) | ||||
Other items | (126 | ) | 132 | |||||
Total income tax benefit | $ | (79 | ) | $ | (83 | ) |
Year ended March 31, | 2014 | 2013 | ||||||
Deferred tax assets: | ||||||||
Deferred revenue | 48 | - | ||||||
Accruals, reserves and other | 1,932 | 1,616 | ||||||
Net operating loss carryforwards | 45,142 | 44,404 | ||||||
Credit carryforward | 2,397 | 2,380 | ||||||
Capitalized research and development costs | 299 | 299 | ||||||
Other | 5 | 9 | ||||||
Gross deferred tax assets | 49,823 | 48,708 | ||||||
Valuation allowance | (49,823 | ) | (48,708 | ) | ||||
Net deferred tax asset | $ | - | $ | - | ||||
Deferred tax liability: | ||||||||
Intangible assets | $ | (500 | ) | $ | (581 | ) |
Tabular Reconciliation of Unrecognized Tax Benefits | ||||
Ending Balance as of March 31, 2012 | $ | 833 | ||
Increase/(Decrease) of unrecognized tax benefits taken in prior years | - | |||
Increase/(Decrease) of unrecognized tax benefits related to current year | 2 | |||
Increase/(Decrease) of unrecognized tax benefits related to settlements | - | |||
Reductions to unrecognized tax benefits related to lapsing statute of limitations | (13 | ) | ||
Ending Balance as of March 31, 2013 | 822 | |||
Increase/(Decrease) of unrecognized tax benefits taken in prior years | - | |||
Increase/(Decrease) of unrecognized tax benefits related to current year | 77 | |||
Increase/(Decrease) of unrecognized tax benefits related to settlements | - | |||
Reductions to unrecognized tax benefits related to lapsing statute of limitations | - | |||
Ending Balance as of March 31, 2014 | $ | 899 |
Revenue Recognition
We derive revenues under multiple arrangements with different customers, depending on specific contractual arrangements, and each contract sale of our interpretive data is evaluated individually in regard to revenue recognition. Our service-based products are sold under an arrangement that requires customers to pay one-time set-up fees, maintenance fees and per-test fees. We recognize the one-time set-up fees upon contract signing which corresponds to the period in which the set-up is performed. The maintenance fees are recognized ratably over the contract period and the per-test fees are recognized as they are incurred and billed. Customers generally enter into one-year renewable annual contracts. However, since most of our existing contracts have been entered into during the past year, we are not yet able to assess the rate at which customers will renew their contracts.
· | Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. |
· | Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. |
· | Level 3: Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. |
Year Ended March 31, | ||||||||
2014 | 2013 | |||||||
Balance at the beginning of the period | $ | 10 | $ | 19 | ||||
Change in fair value recorded in earnings, including expirations | (10 | ) | (9 | ) | ||||
Balance at the end of the period | $ | - | 10 |
Product | Users | Description | Business Model |
Genetic Variant Annotation Service™ (GVA™) | Pathologists and Laboratory Medical Directors via cloud-based servers | Automated clinical interpretation of tumor genetic alterations (mutation and copy number variation) | Laboratories pay $75-$150 per test event or purchase annual subscription |
Therapy Finders™ for Melanoma, Colorectal and Lung Cancer and Metastatic Breast Cancer | Oncology professionals at the point-of-care | Web-based expert systems for clinical decision support | Advertising and sponsorship sharing with on-line media partner MedPage Today |
CancerRx | Oncology professionals at the point-of care | Mobile app with reference tools, social media, and expert systems | Advertising and sponsorship sharing with media partner MedPage Today |
· | Specimen Handling - including acquisition, transport and acceptance by the lab |
· | Sample Prep – extraction of DNA from specimen tissue and preparation for NGS testing |
· | Genetic Analysis – sequencing, which results in raw sequencing data file suitable for exporting from platform |
· | Bioinformatics – variant calling and quality filtering, resulting in a structured VCF file |
Þ | Data Analysis / Interpretation – identification of “actionable” variants and clinical decision support algorithms |
Þ | Reporting – visual analysis, report configuration in format suitable for physicians |
Þ | Downstream Analytics - compare results across patients; correlate with clinical outcomes; integrate with EMR data |
· | Our proprietary knowledgebase is focused on actionable information for physicians – CollabRx medical and scientific content is organized in a knowledgebase that expresses the relationship between genetic profiles, other aspects of the medical record (e.g., stage, prior treatments), and therapy considerations including molecular diagnostics, medical tests, clinical trials, drugs, biologics, and other information relevant for treatment planning. Capturing how highly respected practicing physicians use this information in the clinical setting further refines the knowledgebase. Importantly, all content is dynamically updated to reflect the continual release of relevant information into the public domain; updates are provided monthly. Our focus is on providing actionable information that physicians can use to plan treatment strategies for their advanced cancer patients and identifying the evidence in the public domain that justifies the therapy options presented. |
· | Our automated software platform is scalable and capable of handling high test volumes and fast turn-around times – The CollabRx “Semantic Integration Platform” or SIP brings together methods track important changes in molecular oncology from numerous sources, including the published literature and many of the centralized publicly available databases utilized by biomedical and translational clinician/scientists. The SIP is a powerful analytical platform for identifying actionable biomarkers, and incorporates specialized tools that help our knowledge engineers in the curation of the source material. It manages the uploading and analysis of customer provided test results, accumulates and prepares data and reports for export, and provides systems for quality assurance, automated approval, change management, documentation and project management. Our SIP provides CollabRx with a scalable, interactive service that can handle large test volumes and still maintain fast turn-around times for our customers. |
· | Our large network of independent expert clinical advisors – Over 75 independent, uncompensated expert advisors, organized by both tissue-specific editorial boards and pan-cancer or biomarker-centric boards, provides a unique, unbiased mechanism to inform and prioritize treatment strategies based on evidence. Currently, portions of our knowledge base that inform our Therapy Finders (and which already include markers for histopathology, stage, prior treatment history and molecular tests) are invoked when the biomarker test results also include a diagnosis matching one of our Therapy Finders. Over time, we believe that through the formation of additional editorial boards and the development of additional Therapy Finders, we will have a means to broaden and enrich our knowledge base in a way that addresses what promises to be an evolving need for more complex, comprehensive and independent decision support. We write and publish with our advisors in the peer-reviewed literature and at conference proceedings, select methods and frameworks by which we qualify the clinical actionability of biomarkers, and participate in original studies that leverage these standards. |
· | Our first-mover advantage and independence - We believe that CollabRx is the first company to have focused exclusively on the information-based, value-added steps of the diagnostic testing workflow in the context of providing clinical grade interpretation of multi-gene testing in cancer, separate from the processing of tissue samples in a laboratory environment. We have built our knowledgebase, software platform and information products over several years with an investment of nearly $20M. Without a diagnostic panel or test of our own, we can remain agnostic both with respect to the test vendor and the testing platform. In addition, since our network of independent expert advisors come from over 26 prominent institutions from 6 countries, we believe that we can also avoid any inherent or institutional bias in the analysis of test results and the formation of therapeutic options for cancer patients. |
Name | Age | Director Since |
Paul Billings, Director | 62 | 2014 |
James Karis, Director | 66 | 2012 |
Jeffrey M. Krauss, Director | 58 | 1992 |
Thomas R. Mika, President & CEO, Acting Chief Financial Officer, Secretary and Treasurer, Chairman of the Board of Directors | 63 | 2002 |
Carl Muscari, Director | 63 | 2007 |
Name | Age | Position |
Thomas R. Mika | 63 | President & CEO, Acting Chief Financial Officer, Secretary and Treasurer |
Clifford Baron, Ph.D. | 55 | Vice President and Chief Operating Officer |
Gavin Gordon, Ph.D. | 42 | Vice President of Business Development and Strategic Alliances |
George Lundberg, M.D. | 81 | Editor in Chief and Chief Medical Officer |
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | |||||||||||||||
Thomas Mika | 2014 | 285,135 | 0 | 0 | 10,200 | 295,335 | |||||||||||||||
President & Chief Executive Officer, Acting | 2013 | 285,135 | 0 | 132,600 | 10,000 | 427,735 | |||||||||||||||
Chief Financial Officer, Secretary and Treasurer | |||||||||||||||||||||
James Karis | 2014 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Former Co-Chief Executive Officer | 2013 | 104,711 | 100,000 | 94,249 | 1,246 | 300,206 | |||||||||||||||
Clifford Baron, Ph.D. | 2014 | 13,846 | 0 | 144,600 | 0 | 158,446 | |||||||||||||||
Vice President and Chief Operating Officer | 2013 | 0 | 0 | 0 | 0 | ||||||||||||||||
Gavin Gordon, Ph.D. | 2014 | 182,404 | 0 | 28,100 | 0 | 210,504 | |||||||||||||||
Vice President of Business Development | 2013 | 122,019 | 25,000 | 125,090 | 0 | 272,109 | |||||||||||||||
and Strategic Alliances | |||||||||||||||||||||
George Lundberg, M.D. | 2014 | 139,423 | 0 | 0 | 5,577 | 145,000 | |||||||||||||||
Editor in Chief and Chief Medical Officer | 2013 | 88,942 | 0 | 76,710 | 1,923 | 167,575 |
(1) | The amount is calculated by taking the aggregate number of restricted stock units multiplied by the closing sales price of our common stock on the grant date in accordance with FASB ASC 718. |
(2) | All other compensation in fiscal year 2014 and 2013 includes for all individuals the value of the Company match under the 401(k) Plan. |
Recipient and Benefit | Death, Termination as a Result of Disability or Non-Renewal of Employment Agreement | Termination without Cause or Resignation for Good Reason more than 3 Months Prior to a Change in Control or More than 12 Months Following a Change of Control | Termination without Cause or Resignation for Good Reason Within 3 Months prior to or 12 Months Following a Change of Control | |||||||||
Thomas Mika | ||||||||||||
Cash Severance | $ | 818,000 | (1) | $ | 818,000 | (1) | $ | 818,000 | (1) | |||
Option Award Acceleration (2) | -- | -- | -- | |||||||||
RSU Acceleration | -- | -- | $ | 212,960 | (3) | |||||||
Total | $ | 818,000 | $ | 818,000 | $ | 1,030,960 | ||||||
Clifford Baron | ||||||||||||
Cash Severance | $ | 100,000 | (4) | $ | 100,000 | (4) | $ | 100,000 | (4) | |||
Option Award Acceleration (3) | -- | -- | -- | |||||||||
RSU Accelleration | -- | -- | -- | |||||||||
Total | $ | 100,000 | $ | 100,000 | $ | 100,000 | ||||||
Gavin Gordon | ||||||||||||
Cash Severance | $ | 92,500 | (4) | $ | 92,500 | (4) | $ | 92,500 | (4) | |||
Total | $ | 92,500 | $ | 92,500 | $ | 92,500 | ||||||
George Lundberg | ||||||||||||
Cash Severance | $ | 75,000 | (4) | $ | 75,000 | (4) | $ | 75,000 | (4) | |||
Total | $ | 75,000 | $ | 75,000 | $ | 75,000 |
(1) | Amount represents 24 months of base salary plus two times the average annual incentive bonus paid to Mr. Mika for the previous three fiscal years in which a bonus plan was in placeplus 24 months of COBRA payments, all payable in two equal lump sum payments, the first within 60 days following the date of separation and the second on the first anniversary of the date of separation. In the event that within three months prior or twelve months following a “change of control,” he is terminated for other than for “cause” or if he resigns for “good reason”, the severance benefits will be payable in a lump sum and any long-term incentive awards outstanding shall become fully vested, and if applicable, exercisable. |
(2) | Amount represents the fair market value of our common stock on March 31, 2014 less the exercise price of the accelerated stock options, multiplied by the number of shares underlying the options subject to accelerated vesting. |
(3) | Amount represents the fair market value of the grant as of the grant date, multiplied by the number of shares underlying the awards subject to accelerated vesting. |
(4) | Amount represents 6 months of base salary. |
Options Awards | Restricted Stock Awards | ||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) (1) Unexercisable | Option Exercise Price ($) | Option Expiration Date (2) | Number of Securities Underlying Vested | Number of Securities Underlying Unvested | Market Price at Grant Date ($) | RSU Expiration Date (4) | |||||||||||||||||||||||
Thomas Mika | 3,267 | 0 | 23.00 | 11/15/2016 | 0 | (3) | 9,800 | 2.45 | |||||||||||||||||||||||
20,730 | 0 | 21.00 | 12/18/2017 | 0 | (6) | 29,250 | 3.40 | ||||||||||||||||||||||||
43,692 | 0 | 11.70 | 11/5/2018 | 0 | (5) | 50,000 | 1.79 | ||||||||||||||||||||||||
Clifford Baron | -- | 40,000 | 3.22 | 3/5/2024 | -- | 10,000 | 3.22 | ||||||||||||||||||||||||
Gavin Gordon | -- | 10,000 | 3.22 | 3/5/2024 | |||||||||||||||||||||||||||
2,500 | 7,500 | 3.75 | 1/1/2023 | -- | 10,000 | 3.75 | |||||||||||||||||||||||||
5,000 | 15,000 | 3.94 | 7/12/2022 | ||||||||||||||||||||||||||||
George Lundberg | 3,750 | 11,250 | 3.94 | 7/12/2022 | |||||||||||||||||||||||||||
James Karis | 23,921 | (7) | 0 | 3.94 |
(1) | Options vest at a rate of 25% of the shares on the first anniversary of the date the option is granted, 25% of the shares on the second anniversary of the date the option is granted, and 2.083% of the shares on the last day of each month commencing with the 25th month, with full vesting on the last day of the 48th month following the date the option is granted. |
(2) | The expiration date of each option occurs ten year after the date of grant of each option. |
(3) | The award (consisting of restricted stock units) vests 7,700 units on November 5, 2010, 17,500 units on each of November 5, 2011, November 5, 2012 and November 5, 2013, and 9,800 units on November 5, 2014. The constructive receipt of the underlying common stock has been deferred until November 5, 2014. In June 2014, Mr. Mika voluntarily forfeited vested restricted stock units providing him the right to receive 138,203 shares of the Company’s common stock. |
(4) | There is no expiration date for each restricted stock unit award. |
(5) | The award (consisting of restricted stock units) vests 25,000 units on June 30, 2012, June 30, 2013, June 30, 2014 and June 30, 2015. In June 2014, Mr. Mika voluntarily forfeited vested restricted stock units providing him the right to receive 138,203 shares of the Company’s common stock. |
(6) | The award (consisting of restricted stock units) vests 9,750 on April 1, 2013, April 1, 2014, April 1, 2015 and April 1, 2016. In June 2014, Mr. Mika voluntarily forfeited vested restricted stock units providing him the right to receive 138,203 shares of the Company’s common stock. |
(7) | The award (consisting of restricted stock units) is fully vested. Unvested shares have been forfeited. |
Fiscal Year Ended March 31, 2014 | ||||||||||||
Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1) | Total ($) | |||||||||
Gilbert Bellini | 25,000 | 2,298 | 27,298 | |||||||||
James Karis | 9,000 | 2,298 | 11,298 | |||||||||
Jeffrey M. Krauss | 32,500 | 2,298 | 34,798 | |||||||||
Carl Muscari | 34,000 | 2,298 | 36,298 |
Plan Category | Number of Securities to be Issued upon Exercise of all Outstanding Options and RSUs | Weighted-Average Exercise Price of Outstanding Options and RSUs | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity compensation plans approved by security holders | 357,809 | (1) | $ | 7.71 | 148,428 | (2) | ||||||
Equity compensation not approved by security holders | 143,000 | $ | 3.69 | — | ||||||||
Total | 500,809 | (1) | $ | 6.56 | 148,428 | (2) |
(1) | Excludes 26,080 Restricted Stock Unit awards whose distribution has been deferred. |
(2) | Excludes 3,705 shares remaining available for future issuance under our Employee Qualified Stock Purchase Plan. |
Shares Beneficially Owned Prior to the Offering | Shares Beneficially Owned After the Offering | |||||||||||||||
Name of Beneficial Owner | Number | Percentage | Shares | Percentage | ||||||||||||
Executive Officers and Directors: | ||||||||||||||||
Thomas R. Mika | 134,725 | 4.60 | % | |||||||||||||
Clifford Baron | 11,875 | * | ||||||||||||||
Gavin Gordon | 15,625 | * | ||||||||||||||
George Lundberg | 19,000 | * | ||||||||||||||
Paul Billings | 15,208 | * | ||||||||||||||
James Karis | 37,029 | 1.26 | ||||||||||||||
Jeffrey M. Krauss | 29,255 | 1.00 | ||||||||||||||
Carl Muscari | 22,246 | * | ||||||||||||||
All executive officers and directors as a group (8 persons) | 284,963 | 9.73 | ||||||||||||||
5% Stockholders: |
· | before the stockholder became interested, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
· | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or |
· | at or after the time the stockholder became interested, the business combination was approved by our board of directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
· | any merger or consolidation involving the corporation and the interested stockholder; |
· | any sale, transfer, lease, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; |
· | subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
· | subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and |
· | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
· | _____ shares sold in this offering [and in our initial public offering] will be immediately available for sale in the public market; and |
· | _____ shares will be eligible for sale in the public market on ________________, 2014 upon the expiration of lock-up agreements entered into in connection with this offering. |
· | 1% of the number of shares then outstanding, which will equal approximately shares ______________ immediately after this offering assuming no exercise of the underwriters’ option to purchase additional shares, based on the number of shares outstanding as of June 30, 2014; or |
· | the average weekly trading volume of our common stock on during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
Underwriters | Number of Shares | Number of Warrants | ||||||
Aegis Capital Corp | ||||||||
Total |
Paid by the Company | No Exercise | Full Exercise | ||||||
Per Share | $ | ______ | $ | |||||
Total | $ | ______ | $ |
(a) | to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; |
(b) | to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; |
(c) | to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or |
(d) | in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive. |
(a) | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and |
(b) | it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom. |
Page | |
87 | |
88 | |
89 | |
90 | |
91 | |
92 |
March 31, | March 31, | |||||||
2014* | 2013* | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 1,430 | $ | 4,039 | ||||
Accounts receivable | 148 | 250 | ||||||
Prepaid expenses | 104 | 91 | ||||||
Other current assets | 79 | 11 | ||||||
Deferred financing costs | 162 | -- | ||||||
Investment in convertible promissory note | 378 | -- | ||||||
Other assets of discontinued operations | -- | 11 | ||||||
Total current assets | 2,301 | 4,402 | ||||||
Property and equipment, net | 130 | 142 | ||||||
Intangible assets, net | 1,281 | 1,490 | ||||||
Goodwill | 603 | 603 | ||||||
Investment in convertible promissory note | -- | 345 | ||||||
Total assets | $ | 4,315 | $ | 6,982 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 136 | $ | 64 | ||||
Accrued compensation | 119 | 103 | ||||||
Common stock warrant liability | -- | 10 | ||||||
Deferred revenue | 108 | -- | ||||||
Liabilities of discontinued operations | 5 | 16 | ||||||
Total current liabilities | 368 | 193 | ||||||
Deferred tax liability | 500 | 581 | ||||||
Promissory note | 509 | 504 | ||||||
Other long-term liabilities | 13 | -- | ||||||
Total liabilities | 1,390 | 1,278 | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued and outstanding | -- | -- | ||||||
Common stock, $0.01 par value; 50,000,000 shares authorized; 2,925,788 shares, 2,005,187 and 1,952,980 shares issued and outstanding as of June 30, 2014, March 31, 2014 and 2013, respectively | 20 | 19 | ||||||
Additional paid-in capital | 130,994 | 130,602 | ||||||
Accumulated other comprehensive loss | -- | (142 | ) | |||||
Accumulated deficit | (128,089 | ) | (124,775 | ) | ||||
Total stockholders’ equity | 2,925 | 5,704 | ||||||
Total liabilities and stockholders’ equity | $ | 4,315 | $ | 6,982 |
Year Ended March 31, | ||||||||
2014* | 2013* | |||||||
Revenue | $ | 658 | $ | 300 | ||||
Revenue - related party | -- | 100 | ||||||
Total revenue | 658 | 400 | ||||||
Cost of revenue | 158 | 56 | ||||||
Gross profit | 500 | 344 | ||||||
Operating expenses: | ||||||||
Engineering | 1,714 | 667 | ||||||
Research and development | 284 | 536 | ||||||
Sales and marketing | 271 | 257 | ||||||
General and administrative | 1,819 | 2,979 | ||||||
Total operating expenses | 4,088 | 4,439 | ||||||
Operating loss | (3,588 | ) | (4,095 | ) | ||||
Other income, net | 40 | 39 | ||||||
Loss before income tax benefit | (3,548 | ) | (4,056 | ) | ||||
Income tax benefit | (79 | ) | (83 | ) | ||||
Loss from continuing operations | (3,469 | ) | (3,973 | ) | ||||
Gain on sale of discontinued operations, net of taxes | 267 | -- | ||||||
(Loss) income from discontinued operations, net of taxes | (112 | ) | 45 | |||||
Net income from discontinued operations, net of taxes | 155 | 45 | ||||||
Net loss | $ | (3,314 | ) | $ | (3,928 | ) | ||
Net loss per share from continuing operations: | ||||||||
Basic and diluted | $ | (1.77 | ) | $ | (2.14 | ) | ||
Net income (loss) per share from discontinued operations: | ||||||||
Basic and diluted | $ | 0.08 | $ | 0.02 | ||||
Net loss per share: | ||||||||
Basic and diluted | $ | (1.69 | ) | $ | (2.12 | ) | ||
Weighted-average shares used in per share computation: | ||||||||
Basic and diluted | 1,965 | 1,856 |
Accumulated | Total | |||||||||||||||||||||||
Additional | Other | Accum- | Stock- | |||||||||||||||||||||
Common Stock | Paid in | Comprehensive | ulated | holder's | ||||||||||||||||||||
Shares | Amount | Capital | Income (loss) | Deficit | Equity | |||||||||||||||||||
Balances at March 31, 2012 | 1,688,807 | $ | 17 | $ | 129,052 | $ | (142 | ) | $ | (120,847 | ) | $ | 8,080 | |||||||||||
Stock issued for asset acquisition - CollabRx | 236,433 | 2 | 930 | - | - | 932 | ||||||||||||||||||
Stock compensation expense and released restricted stock units | 27,740 | - | 695 | - | - | 695 | ||||||||||||||||||
Warrants exchanged for services - Sequel | - | - | (75 | ) | - | - | (75 | ) | ||||||||||||||||
Net loss | - | - | - | - | (3,928 | ) | (3,928 | ) | ||||||||||||||||
Balances at March 31, 2013 | 1,952,980 | 19 | 130,602 | (142 | ) | (124,775 | ) | 5,704 | ||||||||||||||||
Stock issued in connection with 2014 ATM Plan | 1,810 | - | 6 | - | - | 6 | ||||||||||||||||||
Stock options exercised | 10,000 | - | 35 | - | - | 35 | ||||||||||||||||||
Stock compensation expense and released restricted stock units | 40,397 | 1 | 351 | - | - | 352 | ||||||||||||||||||
Cumulative translation adjustment | - | - | - | 142 | 142 | |||||||||||||||||||
Net loss | - | - | - | - | (3,314 | ) | (3,314 | ) | ||||||||||||||||
Balances at March 31, 2014 | 2,005,187 | $ | 20 | $ | 130,994 | $ | - | $ | (128,089 | ) | $ | 2,975 |
Year Ended March 31, | ||||||||
2014 | 2013 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (3,314 | ) | $ | (3,928 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Stock compensation expense | 352 | 695 | ||||||
Fair value adjustment of common stock warrants | (10 | ) | (9 | ) | ||||
Depreciation | 34 | 16 | ||||||
Reclassified loss of foreign exchange translation | 142 | -- | ||||||
Loss on disposal of property and equipment | -- | 17 | ||||||
Amortization of intangible assets | 209 | 160 | ||||||
Accrued interest on convertible note receivable | (33 | ) | (33 | ) | ||||
Deferred tax liability | (81 | ) | (83 | ) | ||||
Accrued interest promissory note payable | 5 | 4 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 102 | (250 | ) | |||||
Prepaid expenses | (13 | ) | (40 | ) | ||||
Other current assets | (33 | ) | (81 | ) | ||||
Deferred financing costs | (162 | ) | -- | |||||
Accounts payable, accrued expenses and other liabilities | 101 | (483 | ) | |||||
Deferred revenue | 108 | -- | ||||||
Current assets and liabilities from discontinued operations, net | -- | 177 | ||||||
Net cash used in operating activities | (2,593 | ) | (3,838 | ) | ||||
Cash flows from investing activities: | ||||||||
Acquisition of property and equipment | (22 | ) | (119 | ) | ||||
Cash received from acquisition | -- | 476 | ||||||
Issuance of note receivable | -- | (300 | ) | |||||
Net cash (used in)/provided by investing activities | (22 | ) | 57 | |||||
Cash flows from financing activities: | ||||||||
Proceeds from at-the-market facility | 6 | -- | ||||||
Net cash provided by financing activities | 6 | -- | ||||||
Net decrease in cash and cash equivalents | (2,609 | ) | (3,781 | ) | ||||
Cash and cash equivalents as of beginning of year | 4,039 | 7,820 | ||||||
Cash and cash equivalents as of end of year | $ | 1,430 | $ | 4,039 | ||||
Supplemental disclosure of non-cash activities: | ||||||||
Warrants received in exchange for services | $ | -- | $ | 75 | ||||
Shares issued in CollabRx acquisition | $ | -- | $ | 932 | ||||
Note Receivable used as consideration for CollabRx acquisition | $ | -- | $ | 300 | ||||
Promissory Note issued in CollabRx acquisition | $ | -- | $ | 500 | ||||
Fair value of assets acquired in CollabRx acquisition | $ | -- | $ | 2,253 | ||||
Liabilities assumed in CollabRx acquisition | $ | -- | $ | 997 | ||||
Amount receivable from stock option exercise | $ | 35 | $ | -- |
· | Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. |
· | Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. |
· | Level 3: Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. |
Year Ended March 31, | ||||||||
2014 | 2013 | |||||||
Balance at the beginning of the period | $ | 10 | $ | 19 | ||||
Change in fair value recorded in earnings, including expirations | (10 | ) | (9 | ) | ||||
Balance at the end of the period | $ | - | 10 |
Years | |
Furniture and machinery and equipment | 7 |
Computer and software | 3 – 5 |
Leasehold improvements | 5 or remaining lease life |
March 31, | ||||||||
2014 | 2013 | |||||||
Furniture | $ | 133 | $ | 132 | ||||
Office Equipment | 72 | 51 | ||||||
Leasehold Improvements | 5 | 5 | ||||||
Total | 210 | 188 | ||||||
Accumulated Depreciation | (80 | ) | (29 | ) | ||||
Disposals | - | (17 | ) | |||||
Total Property and Equipment | $ | 130 | $ | 142 |
Gross | Accumulated Amortization | Net | ||||||||||
Developed Technology | $ | 719 | (128 | ) | 591 | |||||||
Customer Relationships | 433 | (152 | ) | 281 | ||||||||
Trade Name | 346 | - | 346 | |||||||||
Non Compete Agreement | 151 | (88 | ) | 63 | ||||||||
Total | $ | 1,649 | $ | (368 | ) | $ | 1,281 |
Gross | Accumulated Amortization | Net | ||||||||||
Developed Technology | $ | 719 | (56 | ) | 663 | |||||||
Customer Relationships | 433 | (65 | ) | 368 | ||||||||
Trade Name | 346 | - | 346 | |||||||||
Non Compete Agreement | 151 | (38 | ) | 113 | ||||||||
Total | $ | 1,649 | $ | (159 | ) | $ | 1,490 |
Year Ending March 31, | Estimated Amortization Expense | |||
2015 | $ | 209 | ||
2016 | 171 | |||
2017 | 159 | |||
2018 | 94 | |||
2019 | 72 | |||
Thereafter | 230 | |||
$ | 935 |
Year Ended March 31, | ||||||||
2014 | 2013 | |||||||
Loss from continuing operations | $ | (3,469 | ) | $ | (3,973 | ) | ||
Net income from discontinued operations, net of taxes | 155 | 45 | ||||||
Net loss applicable to common stockholders | $ | (3,314 | ) | $ | (3,928 | ) | ||
Basic and diluted: | ||||||||
Weighted-average common shares outstanding | 1,965 | 1,856 | ||||||
Weighted-average common shares used in per share computation | 1,965 | 1,856 | ||||||
Net loss per share from continuing operations: | ||||||||
Basic and diluted | $ | (1.77 | ) | $ | (2.14 | ) | ||
Net income per share from discontinued operations: | ||||||||
Basic and diluted | $ | 0.08 | $ | 0.02 | ||||
Net loss per share: | ||||||||
Basic and diluted | $ | (1.69 | ) | $ | (2.12 | ) |
March 31, | March 31, | |||||||
2014 | 2013 | |||||||
Assets of Discontinued Operations: | ||||||||
Accounts and other receivables, net of allowances for sales returns and doubtful accounts of $0 | $ | - | $ | 4 | ||||
Prepaid expenses and other current assets | - | 7 | ||||||
Total assets of discontinued operations | $ | - | $ | 11 | ||||
Liabilities of Discontinued Operations: | ||||||||
Accrued expenses and other current liabilities | $ | 5 | $ | 16 | ||||
Total liabilities of discontinued operations | $ | 5 | $ | 16 |
Year ended March 31, | 2014 | 2013 | ||||||
Domestic | $ | (3,548 | ) | $ | (4,056 | ) | ||
Foreign | - | - | ||||||
Loss from continuing operations before income tax benefit | $ | (3,548 | ) | $ | (4,056 | ) |
Year ended March 31, | 2014 | 2013 | ||||||
Current: | ||||||||
U.S. Federal | $ | - | $ | - | ||||
State and Local | 2 | - | ||||||
Foreign (credit) | - | - | ||||||
Total current tax expense (benefit) | 2 | - | ||||||
Deferred | ||||||||
U.S. Federal | (81 | ) | (83 | ) | ||||
State and Local | - | - | ||||||
Foreign (credit) | - | - | ||||||
Total deferred tax expense | (81 | ) | (83 | ) | ||||
Total income tax expense (benefit) | $ | (79 | ) | $ | (83 | ) |
Year ended March 31, | 2014 | 2013 | ||||||
Federal tax expense (benefit) at U.S. Statutory Rate | $ | (1,126 | ) | $ | (1,335 | ) | ||
State tax expense (benefit) net of federal tax effect | (193 | ) | (246 | ) | ||||
Change in valuation allowance | 1,196 | 4,572 | ||||||
Tax effect of acquired net operating loss carryforwards | - | (3,123 | ) | |||||
Foreign SubF Germany | 251 | - | ||||||
Amortization of deferred tax liability | (81 | ) | (83 | ) | ||||
Other items | (126 | ) | 132 | |||||
Total income tax benefit | $ | (79 | ) | $ | (83 | ) |
Year ended March 31, | 2014 | 2013 | ||||||
Deferred tax assets: | ||||||||
Deferred revenue | 48 | - | ||||||
Accruals, reserves and other | 1,932 | 1,616 | ||||||
Net operating loss carryforwards | 45,142 | 44,404 | ||||||
Credit carryforward | 2,397 | 2,380 | ||||||
Capitalized research and development costs | 299 | 299 | ||||||
Other | 5 | 9 | ||||||
Gross deferred tax assets | 49,823 | 48,708 | ||||||
Valuation allowance | (49,823 | ) | (48,708 | ) | ||||
Net deferred tax asset | $ | - | $ | - | ||||
Deferred tax liability: | ||||||||
Intangible assets | $ | (500 | ) | $ | (581 | ) |
Tabular Reconciliation of Unrecognized Tax Benefits | ||||
Ending Balance as of March 31, 2012 | $ | 833 | ||
Increase/(Decrease) of unrecognized tax benefits taken in prior years | - | |||
Increase/(Decrease) of unrecognized tax benefits related to current year | 2 | |||
Increase/(Decrease) of unrecognized tax benefits related to settlements | - | |||
Reductions to unrecognized tax benefits related to lapsing statute of limitations | (13 | ) | ||
Ending Balance as of March 31, 2013 | 822 | |||
Increase/(Decrease) of unrecognized tax benefits taken in prior years | - | |||
Increase/(Decrease) of unrecognized tax benefits related to current year | 77 | |||
Increase/(Decrease) of unrecognized tax benefits related to settlements | - | |||
Reductions to unrecognized tax benefits related to lapsing statute of limitations | - | |||
Ending Balance as of March 31, 2014 | $ | 899 |
Assets acquired: | ||||
Developed Technology | $ | 720 | ||
Customer Relationships | 433 | |||
Trade Name | 346 | |||
Non Compete Agreement | 151 | |||
Cash | 476 | |||
AP and accrueds | (333 | ) | ||
Deferred tax liability | (664 | ) | ||
Goodwill | 603 | |||
Total Acquired Assets, net | $ | 1,732 | ||
Purchase Price summary: | ||||
Common Stock Consideration | $ | 932 | ||
Promissory Note Assumed | 500 | |||
Loan/Note Payable Assumed | 300 | |||
$ | 1,732 |
Year Ending March 31, | Operating Leases | |||
2015 | $ | 123 | ||
2016 | 126 | |||
2017 | 129 | |||
2018 | 54 | |||
Total minimum lease payments | $ | 432 |
Shares | Weighted- Average | Weighted- Average | Aggregate Intrinsic | |||||||||||||
Beginning outstanding | 263,807 | $ | 10.22 | |||||||||||||
Granted | 120,332 | $ | 3.51 | |||||||||||||
Exercised | (10,000 | ) | $ | 3.45 | ||||||||||||
Expired | (2,380 | ) | $ | 63.97 | ||||||||||||
Ending outstanding | 371,759 | $ | 7.89 | 7.59 | $ | 775.00 | ||||||||||
Ending vested and expected to vest | 371,437 | $ | 7.89 | 7.59 | $ | 775.00 | ||||||||||
Ending exercisable | 175,841 | $ | 12.58 | 5.82 | $ | 775.00 |
Weighted- | |||||||||||||||||||||||||||
Weighted- | Average | ||||||||||||||||||||||||||
Number | Average | Number | Exercise | ||||||||||||||||||||||||
Outstanding | Remaining | Weighted- | Exercisable | Price | |||||||||||||||||||||||
As of | Contractual | Average | As of | As of | |||||||||||||||||||||||
Range of | Term | Exercise | March 31, | March 31, | |||||||||||||||||||||||
Exercise Prices | 2014 | (in years) | Price | 2014 | 2014 | ||||||||||||||||||||||
$ | 2.90 | $ | 4.50 | 271,329 | 8.98 | $ | 3.67 | 75,411 | $ | 3.67 | |||||||||||||||||
6.00 | 11.70 | 48,690 | 4.74 | 11.12 | 48,690 | 11.12 | |||||||||||||||||||||
17.80 | 28.10 | 39,244 | 3.47 | 21.63 | 39,244 | 21.63 | |||||||||||||||||||||
34.20 | 89.52 | 12,496 | 1.43 | 43.65 | 12,496 | 43.65 | |||||||||||||||||||||
$ | 2.90 | $ | 89.52 | 371,759 | 7.59 | $ | 7.89 | 175,841 | $ | 12.58 |
STOCK OPTIONS: | 2014 | 2013 | ||||||
Expected life (years) | 6.0 | 6.0 | ||||||
Volatility | 152.0 | % | 156.8 | % | ||||
Risk-free interest rate | 1.52 | % | 0.65 | % | ||||
Dividend yield | 0 | % | 0 | % |
Number | Weighted- Average | |||||||
of | Grant Date | |||||||
Shares | Fair Value | |||||||
Balance March 31, 2013 | 183,904 | $ | 2.67 | |||||
Granted | 10,000 | $ | 3.22 | |||||
Released | (40,397 | ) | $ | 2.56 | ||||
Vested | (24,437 | ) | $ | 2.56 | ||||
Balance, March 31, 2014 | 129,070 | $ | 2.77 |
Revenue for the Year Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Segment Revenue: | ||||||||
Genomics based technology information | $ | 658 | $ | 300 | ||||
Solar power management services | -- | 100 | ||||||
Total revenue | $ | 658 | $ | 400 |
June 30, | March 31, | |||||||
2014 | 2014* | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 2,068 | $ | 1,430 | ||||
Accounts receivable | 124 | 148 | ||||||
Prepaid expenses | 138 | 104 | ||||||
Other current assets | 108 | 79 | ||||||
Deferred financing costs | -- | 162 | ||||||
Investment in convertible promissory note | 387 | 378 | ||||||
Total current assets | 2,825 | 2,301 | ||||||
Property and equipment, net | 134 | 130 | ||||||
Intangible assets, net | 1,229 | 1,281 | ||||||
Goodwill | 603 | 603 | ||||||
Total assets | $ | 4,791 | $ | 4,315 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 276 | $ | 136 | ||||
Accrued compensation | 170 | $ | 119 | |||||
Deferred revenue | 187 | 108 | ||||||
Liabilities of discontinued operations | -- | 5 | ||||||
Total current liabilities | 633 | 368 | ||||||
Deferred tax liability | 479 | 500 | ||||||
Promissory note payable | 511 | 509 | ||||||
Other long-term liabilities | 13 | 13 | ||||||
Total liabilities | 1,636 | 1,390 | ||||||
Stockholders’ equity: | ||||||||
Preferred stock, $0.01 par value; 5,000,000 shares authorized; none issued and outstanding | -- | -- | ||||||
Common stock, $0.01 par value; 50,000,000 shares authorized; 2,925,788 and 2,005,187 shares issued and outstanding at June 30, 2014 and March 31, 2014 respectively | 29 | 20 | ||||||
Additional paid-in capital | 132,463 | 130,994 | ||||||
Accumulated deficit | (129,337 | ) | (128,089 | ) | ||||
Total stockholders’ equity | 3,155 | 2,925 | ||||||
Total liabilities and stockholders’ equity | $ | 4,791 | $ | 4,315 |
Three Months Ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Revenue | $ | 64 | $ | 270 | ||||
Cost of revenue | 18 | 18 | ||||||
Gross profit | 46 | 252 | ||||||
Operating expenses: | ||||||||
Engineering | 542 | 232 | ||||||
Research and development | 50 | 174 | ||||||
Sales and marketing | 80 | 67 | ||||||
General and administrative | 644 | 488 | ||||||
Total operating expenses | 1,316 | 961 | ||||||
Operating loss | (1,270 | ) | (709 | ) | ||||
Other income, net | 7 | 10 | ||||||
Loss before income tax benefit | (1,263 | ) | (699 | ) | ||||
Income tax benefit, net | (15 | ) | (20 | ) | ||||
Loss from continuing operations | (1,248 | ) | (679 | ) | ||||
Loss from discontinued operations, net of taxes | -- | (118 | ) | |||||
Net loss | $ | (1,248 | ) | $ | (797 | ) | ||
Net loss per share from continuing operations: | ||||||||
Basic and diluted | $ | (0.61 | ) | $ | (0.35 | ) | ||
Net loss per share from discontinued operations: | ||||||||
Basic and diluted | $ | 0.00 | $ | (0.06 | ) | |||
Net loss per share: | ||||||||
Basic and diluted | $ | (0.61 | ) | $ | (0.41 | ) | ||
Weighted-average shares used in per share computation: | ||||||||
Basic and diluted | 2,032 | 1,953 |
Three Months Ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (1,248 | ) | $ | (797 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Stock based compensation expense | 94 | 84 | ||||||
Fair value adjustment of common stock warrants | -- | (3 | ) | |||||
Depreciation | 9 | 7 | ||||||
Amortization of intangible assets | 52 | 52 | ||||||
Accrued interest on convertible note receivable | (9 | ) | (8 | ) | ||||
Deferred taxes | (21 | ) | (20 | ) | ||||
Accrued interest on promissory note payable | 2 | 1 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | 24 | (20 | ) | |||||
Prepaid expenses | (34 | ) | (32 | ) | ||||
Other current assets | (29 | ) | (65 | ) | ||||
Deferred financing costs | 162 | -- | ||||||
Accounts payable and accrued expenses | 191 | 53 | ||||||
Deferred revenue | 79 | -- | ||||||
Current assets and liabilities from discontinued operations, net | (5 | ) | 137 | |||||
Net cash used in operating activities | (733 | ) | (611 | ) | ||||
Cash flows from investing activities: | ||||||||
Acquisition of property and equipment | (13 | ) | (4 | ) | ||||
Net cash used in investing activities | (13 | ) | (4 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from at-the-market facility | 23 | -- | ||||||
Proceeds from sale of common stock, net of expenses of $466 | 1,361 | -- | ||||||
Net cash provided by financing activities | 1,384 | -- | ||||||
Net cash increase/(decrease) in cash and cash equivalents | 638 | (615 | ) | |||||
Cash and cash equivalents, beginning | 1,430 | 4,039 | ||||||
Cash and cash equivalents, ending | $ | 2,068 | $ | 3,424 |
● | Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. |
● | Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. |
● | Level 3: Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. |
STOCK OPTIONS: | 2014 | 2013 | ||||||
Expected life (years) | 6.0 | 6.0 | ||||||
Volatility | 151.7 | % | 153.7 | % | ||||
Risk-free interest rate | 1.68 | % | 1.41 | % | ||||
Dividend yield | 0 | % | 0 | % |
Shares | Weighted- Average | Weighted- Average | Aggregate Intrinsic | |||||||||||||
Beginning outstanding | 371,759 | $ | 7.89 | |||||||||||||
Granted | 11,668 | $ | 3.22 | |||||||||||||
Exercised | -- | $ | - | |||||||||||||
Expired | -- | $ | - | |||||||||||||
Ending outstanding | 383,427 | $ | 7.75 | 7.42 | $ | - | ||||||||||
Ending vested and expected to vest | 383,148 | $ | 7.75 | 7.42 | $ | - | ||||||||||
Ending exercisable | 188,173 | $ | 12.04 | 5.80 | $ | - |
Weighted- | |||||||||||||||||||||||||||
Weighted- | Average | ||||||||||||||||||||||||||
Number | Average | Number | Exercise | ||||||||||||||||||||||||
Outstanding | Remaining | Weighted- | Exercisable | Price | |||||||||||||||||||||||
As of | Contractual | Average | As of | As of | |||||||||||||||||||||||
Range of | June 30, | Term | Exercise | June 30, | June 30, | ||||||||||||||||||||||
Exercise Prices | 2014 | (in years) | Price | 2014 | 2014 | ||||||||||||||||||||||
$ | 2.90 | $ | 4.50 | 282,997 | 8.78 | $ | 3.66 | 87,743 | $ | 3.77 | |||||||||||||||||
6.00 | 11.70 | 48,690 | 4.49 | 11.12 | 48,690 | 11.12 | |||||||||||||||||||||
17.80 | 28.10 | 39,244 | 3.22 | 21.63 | 39,244 | 21.63 | |||||||||||||||||||||
34.20 | 89.52 | 12,496 | 1.18 | 43.65 | 12,496 | 43.65 | |||||||||||||||||||||
$ | 2.90 | $ | 89.52 | 383,427 | 7.42 | $ | 7.75 | 188,173 | $ | 12.04 |
Number | Weighted- Average | |||||||
of | Grant Date | |||||||
Shares | Fair Value | |||||||
Balance March 31, 2014 | 129,050 | $ | 2.77 | |||||
Granted | - | $ | - | |||||
Released | - | $ | - | |||||
Vested | (37,250 | ) | $ | 2.31 | ||||
Balance, June 30, 2014 | 91,800 | $ | 2.96 |
Three Months Ended | ||||||||
June 30, | ||||||||
2014 | 2013 | |||||||
Loss from continuing operations | $ | (1,248 | ) | $ | (679 | ) | ||
Loss from discontinued operations, net of taxes | - | (118 | ) | |||||
Net loss applicable to common stockholders | $ | (1,248 | ) | $ | (797 | ) | ||
Basic and diluted: | ||||||||
Weighted-average common shares outstanding | 2,032 | 1,953 | ||||||
Weighted-average common shares used in per share computation | 2,032 | 1,953 | ||||||
Net loss per share from continuing operations: | ||||||||
Basic and diluted | $ | (0.61 | ) | $ | (0.35 | ) | ||
Net loss per share from discontinued operations: | ||||||||
Basic and diluted | $ | 0.00 | $ | (0.06 | ) | |||
Net loss per share: | ||||||||
Basic and diluted | $ | (0.61 | ) | $ | (0.41 | ) |
SEC registration fee | $ | 464.80 | ||
FINRA filing fee | * | |||
Printing expenses | * | |||
Legal fees and expenses | * | |||
Accounting fees and expenses | * | |||
Transfer agent and registrar fees and expenses | * | |||
Miscellaneous | * | |||
Total | $ |
· | any breach of the director’s duty of loyalty to us or our stockholders; |
· | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
· | any unlawful payments related to dividends or unlawful stock purchases, redemptions or other distributions; or |
· | any transaction from which the director derived an improper personal benefit. |
· | we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and |
· | we will advance reasonable expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. |
(a) | Exhibits |
(b) | Financial Statement Schedules |
COLLABRX, INC. | ||
By: | /s/ thomas r. mika | |
Thomas R. Mika | ||
President, Chief Executive Officer and Chairman of the Board |
Signature | Title | Date | |
/s/ THOMAS R. MIKA | President, CEO, and Chairman of the Board | October 17, 2014 | |
Thomas R. Mika | (Principal Executive Officer) | ||
/s/ THOMAS R. MIKA | Acting Chief Financial Officer (Principal | October 17, 2014 | |
Thomas R. Mika | Acting Financial and Accounting Officer) | ||
/s/ JEFFREY M. KRAUSS | Director | October 17, 2014 | |
Jeffrey M. Krauss | |||
/s/ CARL MUSCARI | Director | October 17, 2014 | |
Carl Muscari | |||
/s/ JAMES KARIS Director | Director | October 17, 2014 | |
James Karis | |||
/s/ PAUL BILLINGS Director | Director | October 17, 2014 | |
Paul Billings |
Exhibit Number | Description | |
*1.1 | Form of Underwriting Agreement. | |
2.1 | Agreement and Plan of Merger, dated June 29, 2012, by and among Tegal Corporation, CLBR Acquisition Corp., CollabRx, Inc. and CommerceOne, as Stockholders’ Representative (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2012). | |
3.1 | Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 29, 2007; Appendix A to Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 30, 2007; Exhibit 3.1 to Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 14, 2011; Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2011; and Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 25, 2012). | |
3.2 | Restated By-laws of Registrant (incorporated by reference to Exhibit 3.2 included in Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2006). | |
4.1 | Stockholders Agreement, dated July 12, 2012, by and among Tegal Corporation and the stockholders identified therein (incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2012). | |
*4.2 | Form of Warrant | |
*5.1 | Opinion of Goodwin Procter, LLP | |
**10.1 | Fifth Amended and Restated Stock Option Plan for Outside Directors (incorporated by reference to the Registrant’s Quarterly Report on 10-Q, for the quarter ended June 30, 2006, filed with the Securities and Exchange Commission on August 14, 2006.) | |
**10.2 | Eighth Amended and Restated 1998 Equity Participation Plan of Tegal Corporation (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 filed with the Securities and Exchange Commission on August 14, 2006.) | |
**10.3 | 2007 Incentive Award Plan (incorporated by reference to Appendix A to the Registrant’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on July 29, 2007). | |
**10.4 | Second Amended and Restated Employee Qualified Stock Purchase Plan (incorporated by reference to Appendix C to the Registrant’s revised definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 29, 2004). | |
10.5 | Form of Stock Option Agreement for Employees from the 2007 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2007. | |
**10.6 | Form of Non-Qualified Stock Option Agreement for Employees from the Eighth Amended and Restated 1998 Equity Participation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2004). | |
**10.7 | Form of Restricted Stock Unit Award Agreement from the Eighth Amended and Restated 1998 Equity Participation (incorporated by reference to Exhibit 10.5.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2005). | |
**10.8 | Restricted Stock Unit Award Agreement between Tegal Corporation and Tom Mika, dated July 5, 2005, (incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 11, 2005). | |
**10.9 | Restricted Stock Unit Awards between Tegal Corporation and each of Thomas Mika and Christine Hergenrother, each dated October 7, 2010, (incorporated by reference on Form 8-K filed with the Securities and Exchange Commission on October 8, 2010). | |
10.10 | Warrant issued to se2quel Partners LLC dated January 14, 2011 (incorporated by reference to Exhibit 99.3 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2011). | |
10.11 | Warrant issued to se2quel Management GmbH dated January 14, 2011 (incorporated by reference to Exhibit 99.4 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2011). | |
10.12 | Warrant Transfer Agreement and replacement Warrants issued dated March 31, 2012 (incorporated by reference to Exhibit 99.5 to Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 14, 2012). | |
10.13 | Warrant Transfer Agreement issued dated March 31, 2013 (incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 27, 2013). |
**10.14 | Employment Agreement, dated June 29, 2012, by and between Tegal Corporation and James Karis (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2012). | |
10.15 | Agreement Not to Compete, dated July 12, 2012, by and between Tegal Corporation and Jay M. Tenenbaum (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2012). | |
10.16 | Promissory Note issued by Tegal Corporation on July 12, 2012 to Jay M. Tenenbaum (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2012). | |
10.17 | Promissory Note issued by Tegal Corporation on July 12, 2012 to CommerceNet (incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2012). | |
**10.18 | Restricted Stock Unit Award Agreement, dated July 12, 2012, by and between Tegal Corporation and James Karis (incorporated by reference to Exhibit 10.7 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2012). | |
10.19 | Indemnity Agreement, dated July 12, 2012, by and between Tegal Corporation and James Karis (incorporated by reference to Exhibit 10.8 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2012). | |
**10.20 | Amendment No. 1 to Employment Agreement, dated as of December 7, 2012, by and between CollabRx, Inc. and James M. Karis (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2012). | |
**10.21 | Amendment No. 1 to Restricted Stock Unit Award Agreement, dated as of December 7, 2012, by and between CollabRx, Inc. and James M. Karis (incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2012). | |
**10.22 | Employment Agreement, dated February 12, 2013, by and among CollabRx, Inc. and Thomas R. Mika (incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2013). | |
**10.23 | Stock Option Grant Notice and Stock Option Agreement, dated July 12, 2012, by and between Tegal Corporation and Smruti Vidwans (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 27, 2013). | |
**10.24 | Stock Option Grant Notice and Stock Option Agreement, dated July 12, 2012, by and between Tegal Corporation and Michelle Turski (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 27, 2013). | |
**10.25 | Stock Option Grant Notice and Stock Option Agreement, dated July 12, 2012, by and between Tegal Corporation and Lisandra West (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 27, 2013). | |
**10.26 | Stock Option Grant Notice and Stock Option Agreement, dated July 12, 2012, by and between Tegal Corporation and Gavin Gordon (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 27, 2013). | |
**10.27 | Stock Option Grant Notice and Stock Option Agreement, dated July 12, 2012, by and between Tegal Corporation and John Randy Gobbel (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 27, 2013). | |
**10.28 | Stock Option Grant Notice and Stock Option Agreement, dated July 12, 2012, by and between Tegal Corporation and George Lundberg (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 27, 2013). | |
**10.29 | Stock Option Grant Notice and Stock Option Agreement, dated July 12, 2012, by and between Tegal Corporation and Jeff Shrager (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 27, 2013). | |
21.1 | List of Subsidiaries of the Registrant. (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 27, 2013). | |
Consent of Independent Registered Public Accounting Firm – Burr Pilger Mayer, Inc. | ||
*23.2 | Consent of Goodwin Procter LLP (contained in Exhibit 5.1) | |
24.1 | Power of Attorney (included on signature page hereto). |