UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2014
OR
¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-35905
BIOAMBER INC.
(Exact name of registrant as specified in its charter)
Delaware |
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98-0601045 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
Jean-François Huc
President and Chief Executive Officer
BioAmber Inc.
1250 Rene Levesque West, Suite 4110
Montreal, Quebec, Canada H3B 4W8
Telephone: (514) 844-8000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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x (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of August 7, 2014, there were 21,806,299 shares of the registrant’s Common Stock, $0.01 par value per share, outstanding.
BIOAMBER INC.
Form 10-Q
For the Quarter Ended June 30, 2014
Table of Contents
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Page |
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Item 1. |
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3 |
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3 |
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4 |
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5 |
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6 |
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8 |
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10 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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28 |
Item 3. |
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44 |
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Item 4. |
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45 |
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Item 1. |
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45 |
Item 1A. |
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46 |
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Item 2. |
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47 |
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Item 6. |
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47 |
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49 |
2
BIOAMBER INC.
(a development stage company)
Consolidated Statements of Operations
for the three and six months ended June 30, 2014 and 2013
and the period from October 15, 2008 (inception) to June 30, 2014
(Unaudited)
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Period from |
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October 15, |
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2008 (inception) to |
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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June 30, 2014 |
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2014 |
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2013 |
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2014 |
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2013 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Revenues |
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Licensing revenue from related parties (Note 17) |
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— |
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— |
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— |
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— |
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1,300,580 |
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Product sales |
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414,600 |
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1,028,389 |
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765,261 |
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1,359,111 |
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6,282,117 |
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Total revenues |
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414,600 |
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1,028,389 |
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765,261 |
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1,359,111 |
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7,582,697 |
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Cost of goods sold excluding depreciation and amortization (Note 17) |
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2,251,101 |
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1,411,225 |
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2,530,961 |
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1,609,741 |
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7,802,864 |
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Gross loss |
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(1,836,501 |
) |
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(382,836 |
) |
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(1,765,700 |
) |
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(250,630 |
) |
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(220,167 |
) |
Operating expenses |
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General and administrative |
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2,865,175 |
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2,292,082 |
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5,784,238 |
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4,630,395 |
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37,767,634 |
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Research and development, net |
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4,258,554 |
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4,220,580 |
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7,572,803 |
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10,319,720 |
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67,989,134 |
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Sales and marketing |
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1,737,458 |
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1,652,302 |
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2,848,860 |
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2,747,732 |
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14,404,904 |
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Depreciation of property and equipment and amortization of intangible assets |
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59,909 |
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538,987 |
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119,583 |
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1,072,165 |
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4,931,698 |
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Impairment loss and write-off of property and equipment and of intangible assets |
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— |
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8,619,405 |
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— |
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8,619,405 |
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9,960,743 |
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Foreign exchange (gain) loss |
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(379,442 |
) |
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(28,450 |
) |
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(211,814 |
) |
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(116,687 |
) |
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347,385 |
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Operating expenses |
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8,541,654 |
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17,294,906 |
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16,113,670 |
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27,272,730 |
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135,401,498 |
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Operating loss |
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10,378,155 |
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17,677,742 |
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17,879,370 |
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27,523,360 |
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135,621,665.0 |
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Amortization of deferred financing costs and debt discounts |
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71,909 |
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117,120 |
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144,709 |
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186,433 |
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670,681 |
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Financial charges (income), net (Note 10) |
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3,870,799 |
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(10,616,800 |
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16,223,520 |
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(10,616,800 |
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14,433,346 |
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Gain on debt extinguishment (Note 8) |
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— |
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— |
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— |
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(314,305 |
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(314,305 |
) |
Interest revenue from related parties (Note 17) |
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— |
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— |
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— |
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— |
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(161,771 |
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Equity participation in (income) losses of equity method investments (Note 3) |
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(162 |
) |
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51 |
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(108 |
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15,390 |
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7,062,969 |
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Gain on re-measurement of BioAmber S.A.S. |
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— |
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— |
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— |
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— |
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(6,215,594 |
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Other expense (income), net |
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(185,000 |
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— |
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(185,000 |
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— |
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(185,000 |
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Loss before income taxes |
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14,135,701 |
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7,178,113 |
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34,062,491 |
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16,794,078 |
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150,911,991 |
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Income taxes (Note 14) |
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9,439 |
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46,570 |
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34,690 |
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46,570 |
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(599,451 |
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Net loss |
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14,145,140 |
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7,224,683 |
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34,097,181 |
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16,840,648 |
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150,312,540 |
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Net loss attributable to: |
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BioAmber Inc. shareholders |
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13,992,561 |
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7,056,877 |
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33,903,606 |
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16,557,133 |
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148,947,554 |
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Non-controlling interest |
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152,579 |
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167,806 |
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193,575 |
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283,515 |
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1,364,986 |
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14,145,140 |
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7,224,683 |
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34,097,181 |
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16,840,648 |
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150,312,540 |
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Net loss per share attributable to BioAmber Inc. shareholders - basic |
$ |
0.75 |
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$ |
0.47 |
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$ |
1.83 |
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$ |
1.31 |
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Weighted-average of common shares outstanding - basic |
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18,574,690 |
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15,035,037 |
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18,567,213 |
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12,658,484 |
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The accompanying notes are an integral part of the consolidated financial statements.
3
BIOAMBER INC.
(a development stage company)
Consolidated Statements of Comprehensive Loss
For the three and six months ended June 30, 2014 and 2013
and the period from October 15, 2008 (inception) to June 30, 2014
(Unaudited)
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Period from |
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October 15, |
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Three Months ended |
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Six Months ended |
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2008 (inception) to |
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June 30, |
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June 30, |
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June 30, 2014 |
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2014 |
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2013 |
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2014 |
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2013 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Net loss |
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14,145,140 |
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7,224,683 |
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34,097,181 |
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16,840,648 |
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150,312,540 |
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Foreign currency translation adjustment |
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(1,378,656 |
) |
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507,239 |
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(530,548 |
) |
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619,202 |
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(198,180 |
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Total comprehensive loss |
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12,766,484 |
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7,731,922 |
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33,566,633 |
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17,459,850 |
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150,114,360 |
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Total comprehensive loss attributable to: |
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BioAmber Inc. shareholders |
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12,972,600 |
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7,709,887 |
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33,473,419 |
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17,136,577 |
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148,891,352 |
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Non-controlling interest |
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(206,116 |
) |
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22,035 |
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93,214 |
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323,273 |
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1,223,008 |
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12,766,484 |
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7,731,922 |
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33,566,633 |
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17,459,850 |
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150,114,360 |
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The accompanying notes are an integral part of the consolidated financial statements.
4
BIOAMBER INC.
(a development stage company)
June 30, 2014 and December 31, 2013
(Unaudited)
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As of |
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As of |
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June 30, |
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December 31, |
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2014 |
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2013 |
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$ |
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$ |
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Assets |
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Current assets |
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Cash (Note 8 iv)) |
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54,303,616 |
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83,728,199 |
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Accounts receivable |
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627,508 |
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|
754,987 |
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Inventories (Note 4) |
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3,977,660 |
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2,415,402 |
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Prepaid expenses and deposits (Note 4) |
|
3,645,369 |
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5,131,367 |
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Valued added tax, income taxes and other receivables |
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3,405,432 |
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2,262,139 |
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Deferred financing costs |
|
92,500 |
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|
671,270 |
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Total current assets |
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66,052,085 |
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94,963,364 |
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Property and equipment, net (Note 5) |
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46,156,102 |
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13,554,279 |
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Investment in equity method investments (Note 3) |
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35,141 |
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|
710,033 |
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Intangible assets, net (Note 6) |
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4,227,511 |
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4,158,550 |
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Goodwill |
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688,313 |
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692,788 |
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Restricted Cash |
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702,900 |
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— |
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Deferred financing costs |
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1,006,206 |
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— |
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Total assets |
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118,868,258 |
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114,079,014 |
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Liabilities |
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Current liabilities |
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Accounts payable and accrued liabilities (Note 7) |
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12,450,573 |
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7,081,471 |
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Income taxes payable (Note 14) |
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1,094,626 |
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1,120,669 |
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Accounts payable Agro-industries Recherches et Développements (“ARD”) (Note 17) |
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2,637,304 |
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29,497 |
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Deferred grants (Note 9) |
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3,051,372 |
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3,061,140 |
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Short-term portion of long-term debt (Note 8) |
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13,103,885 |
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6,520,263 |
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Total current liabilities |
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32,337,760 |
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17,813,040 |
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Long-term debt (Note 8) |
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19,591,955 |
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23,209,629 |
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Warrants financial liability (Note 13) |
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20,480,000 |
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5,840,000 |
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Other long-term liabilities |
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105,000 |
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82,500 |
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Total liabilities |
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72,514,715 |
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46,945,169 |
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Commitments and contingencies (Note 11) |
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Redeemable Non-controlling interest (Note 12) |
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10,153,411 |
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— |
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Shareholders’ equity |
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Share capital |
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Common stock: |
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$0.01 par value per share; 250,000,000 authorized, 18,586,299 and 18,558,369 issued and outstanding at June 30, 2014 and December 31, 2013, respectively |
|
185,863 |
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|
185,584 |
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Additional paid-in capital |
|
181,956,603 |
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177,275,934 |
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Warrants |
|
2,949,018 |
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|
2,964,335 |
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Deficit accumulated during the development stage |
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(148,947,556 |
) |
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(115,043,950 |
) |
Accumulated other comprehensive income (loss) |
|
56,204 |
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(373,983 |
) |
Total BioAmber Inc. shareholders’ equity |
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36,200,132 |
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65,007,920 |
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Non-controlling interest (Note 12) |
|
— |
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|
2,125,925 |
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Total shareholders’ equity |
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36,200,132 |
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|
|
67,133,845 |
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Total liabilities and equity |
|
118,868,258 |
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|
114,079,014 |
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The accompanying notes are an integral part of the consolidated financial statements.
5
BIOAMBER INC.
(a development stage company)
Consolidated Statements of Shareholders’ Equity
for the period from June 30, 2009 to June 30, 2014
(in U.S. dollars, except for shares data)
(Unaudited)
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Common stock |
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Series A Participating Convertible Preferred shares |
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Additional paid-in capital |
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Warrants |
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Deficit accumulated during the development stage |
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Accumulated other comprehensive loss |
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Non-controlling interest |
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Total shareholders' equity |
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Shares |
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Par value |
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Shares |
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Par value |
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Shares |
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Par value |
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$ |
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$ |
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|
$ |
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$ |
|
|
$ |
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|
$ |
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|
$ |
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|
$ |
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||||||||
Balance, June 30, 2009 |
|
|
408,100 |
|
|
|
4,081 |
|
|
|
1,177,925 |
|
|
|
11,779 |
|
|
|
3,691,382 |
|
|
|
1,522,465 |
|
|
|
2,118,563 |
|
|
|
(1,850,906 |
) |
|
|
(4,120 |
) |
|
|
— |
|
|
|
3,970,779 |
|
Issuance of common stock pursuant to the conversion of warrants ( Note 13) |
|
|
696,500 |
|
|
|
6,965 |
|
|
|
— |
|
|
|
— |
|
|
|
3,992,935 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,999,900 |
|
Issuance of common stock pursuant Private placement proceeds, net of issuance cost of $589,854 (Note 13) |
|
|
1,393,070 |
|
|
|
13,931 |
|
|
|
— |
|
|
|
— |
|
|
|
7,396,417 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,410,348 |
|
Issuance of warrants pursuant to private placement (Note 13) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(244,373 |
) |
|
|
66,185 |
|
|
|
244,373 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Conversion of preferred shares to shares of common stock pursuant to private placement (Note 13) |
|
|
1,177,925 |
|
|
|
11,779 |
|
|
|
(1,177,925 |
) |
|
|
(11,779 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Warrants exercised |
|
|
82,355 |
|
|
|
824 |
|
|
|
— |
|
|
|
— |
|
|
|
156,445 |
|
|
|
(82,355 |
) |
|
|
(54,302 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
102,967 |
|
Warrants expired |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,769 |
|
|
|
(29,050 |
) |
|
|
(11,769 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock options exercised |
|
|
7,000 |
|
|
|
70 |
|
|
|
— |
|
|
|
— |
|
|
|
7,434 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,504 |
|
Acquisition of Sinoven Biolymers Inc. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
339,142 |
|
|
|
339,142 |
|
Stock-based compensation (Note 13) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
470,325 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
470,325 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,992,216 |
) |
|
|
— |
|
|
|
(77,306 |
) |
|
|
(8,069,522 |
) |
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(646,824 |
) |
|
|
— |
|
|
|
(646,824 |
) |
Balance, June 30, 2010 |
|
|
3,764,950 |
|
|
|
37,650 |
|
|
|
— |
|
|
|
— |
|
|
|
15,482,334 |
|
|
|
1,477,245 |
|
|
|
2,296,865 |
|
|
|
(9,843,122 |
) |
|
|
(650,944 |
) |
|
|
261,836 |
|
|
|
7,584,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2010 |
|
|
3,764,950 |
|
|
|
37,650 |
|
|
|
— |
|
|
|
— |
|
|
|
15,482,334 |
|
|
|
1,477,245 |
|
|
|
2,296,865 |
|
|
|
(9,843,122 |
) |
|
|
(650,944 |
) |
|
|
261,836 |
|
|
|
7,584,619 |
|
Expired warrants |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,879 |
|
|
|
(7,350 |
) |
|
|
(7,879 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock pursuant to the acquisition of Bioamber SAS |
|
|
1,107,540 |
|
|
|
11,075 |
|
|
|
— |
|
|
|
— |
|
|
|
7,333,149 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,344,224 |
|
Stock-based compensation (Note 13) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
635,284 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
635,284 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,010,861 |
) |
|
|
— |
|
|
|
(101,923 |
) |
|
|
(2,112,784 |
) |
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
403,302 |
|
|
|
— |
|
|
|
403,302 |
|
Balance, December 31, 2010 |
|
|
4,872,490 |
|
|
|
48,725 |
|
|
|
— |
|
|
|
— |
|
|
|
23,458,646 |
|
|
|
1,469,895 |
|
|
|
2,288,986 |
|
|
|
(11,853,983 |
) |
|
|
(247,642 |
) |
|
|
159,913 |
|
|
|
13,854,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
Balance, December 31, 2010 |
|
|
4,872,490 |
|
|
|
48,725 |
|
|
|
— |
|
|
|
— |
|
|
|
23,458,646 |
|
|
|
1,469,895 |
|
|
|
2,288,986 |
|
|
|
(11,853,983 |
) |
|
|
(247,642 |
) |
|
|
159,913 |
|
|
|
13,854,645 |
|
Issuance of common stock pursuant to private placement, net of issuance costs of $231,374 (Note 13) |
|
|
3,887,485 |
|
|
|
38,875 |
|
|
|
— |
|
|
|
— |
|
|
|
40,730,500 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
40,769,375 |
|
Issuance of common stock pursuant to private placement, net of issuance costs $31,230 (Note 13) |
|
|
702,135 |
|
|
|
7,021 |
|
|
|
— |
|
|
|
— |
|
|
|
19,962,566 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19,969,587 |
|
Issuance of common stock, pursuant to conversion of unsecured convertible notes, net of costs of $8,626 (Note 13) |
|
|
379,155 |
|
|
|
3,792 |
|
|
|
— |
|
|
|
— |
|
|
|
3,986,475 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,990,267 |
|
Issuance of warrants pursuant of private placement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
94,745 |
|
|
|
810,448 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
810,448 |
|
6
|
|
Common stock |
|
|
Series A Participating Convertible Preferred shares |
|
|
Additional paid-in capital |
|
|
Warrants |
|
|
Deficit accumulated during the development stage |
|
|
Accumulated other comprehensive loss |
|
|
Non-controlling interest |
|
|
Total shareholders' equity |
|
||||||||||||||||||||
|
|
Shares |
|
|
Par value |
|
|
Shares |
|
|
Par value |
|
|
|
|
|
|
Shares |
|
|
Par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Release of common stock to Sinoven owners |
|
|
70,000 |
|
|
|
700 |
|
|
|
— |
|
|
|
— |
|
|
|
1,228,400 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,229,100 |
|
Warrants exercised |
|
|
45,500 |
|
|
|
455 |
|
|
|
— |
|
|
|
— |
|
|
|
97,164 |
|
|
|
(45,500 |
) |
|
|
(9,902 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
87,717 |
|
Warrants expired |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14,254 |
|
|
|
(59,850 |
) |
|
|
(14,254 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Stock options exercised |
|
|
7,000 |
|
|
|
70 |
|
|
|
— |
|
|
|
— |
|
|
|
7,434 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7,504 |
|
Stock-based compensation (Note 13) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,905,478 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,905,478 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(30,621,159 |
) |
|
|
— |
|
|
|
(231,244 |
) |
|
|
(30,852,403 |
) |
Acquisition of non-controlling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,984,550 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,950 |
|
|
|
2,988,500 |
|
Contribution by non-controlling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,912,628 |
|
|
|
2,912,628 |
|
Foreign currency translation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(257,615 |
) |
|
|
— |
|
|
|
(257,615 |
) |
Balance, December 31, 2011 |
|
|
9,963,765 |
|
|
|
99,638 |
|
|
|
— |
|
|
|
— |
|
|
|
96,375,467 |
|
|
|
1,459,290 |
|
|
|
3,075,278 |
|
|
|
(42,475,142 |
) |
|
|
(505,257 |
) |
|
|
2,845,247 |
|
|
|
59,415,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|