8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) March 29, 2016
 
METABOLIX, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
DELAWARE
(State or Other Jurisdiction of Incorporation)
 
001-33133
 
04-3158289
(Commission File Number)
 
(IRS Employer Identification No.)
 
21 Erie Street, Cambridge, Massachusetts
 
02139
(Address of Principal Executive Offices)
 
(Zip Code)
 
(617) 583-1700
(Registrant’s Telephone Number, Including Area Code)
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






TABLE OF CONTENTS
 
EXHIBIT 99.1
EXHIBIT 99.2






Item 2.02 Results Of Operations and Financial Condition.
 
On March 29, 2016, Metabolix, Inc. issued a press release announcing the financial results for its year ended December 31, 2015. A copy of the press release is attached hereto as Exhibit 99.1. This information, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.
 
On March 29, 2016, Metabolix, Inc. issued a press release announcing the signing of a Memorandum of Understanding with CJ CheilJedang Corporation. A copy of the press release is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
 
 
No.
 
Description
99.1

 
Press Release dated March 29, 2016 (Metabolix Announces Fourth Quarter and Full Year 2015 Financial Results)
99.2

 
Press Release dated March 29, 2016 (Metabolix Signs MOU with CJ CheilJedang)






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
METABOLIX, INC.
 
 
 
Date: March 29, 2016
By:
/s/ Joseph Shaulson
 
 
Joseph Shaulson
 
 
President & Chief Executive Officer






INDEX TO EXHIBITS
 
Exhibit
 
 
No.
 
Description
99.1

 
Press Release dated March 29, 2016 (Metabolix Announces Fourth Quarter and Full Year 2015 Financial Results)
99.2

 
Press Release dated March 29, 2016 (Metabolix Signs MOU with CJ CheilJedang)



Exhibit




Metabolix Announces Fourth Quarter and Full Year 2015 Financial Results
CAMBRIDGE, Mass. - March 29, 2016 - Metabolix, Inc. (NASDAQ: MBLX), an advanced biomaterials company focused on sustainable solutions for the plastics industry, today reported financial results for the three months and full year ended December 31, 2015.
“2015 was an important transition year for Metabolix. We completed a comprehensive reshaping and repositioning of the company around a specialties strategy based on our differentiated PHA biopolymer materials,” said Joseph Shaulson, president and CEO of Metabolix. “Throughout the year, we focused on building and advancing the portfolio of customer projects in our target application spaces and executed on a plan to expand pilot production of our new amorphous PHA biopolymer, one of the cornerstones of our specialty products strategy. Toward the end of the year, we began to shift our focus to the transition from pilot scale operations to commercial scale operations. This included an acceleration of efforts to secure an initial tranche of commercial scale production capacity in the range of 10 kilo tonnes (22 million pounds).
“Today, we were pleased to announce with a Memorandum of Understanding CJ CheilJedang for a strategic collaboration that will include a 10 kilo tonne PHA production unit based on our specialty PHA technology. The non-binding MOU contemplates that CJ will fund, build and operate the PHA production unit at its existing lysine production facility in Fort Dodge, Iowa, and we will buy the specialty biopolymers produced at Fort Dodge from CJ and in turn market and sell the materials to our commercial customers. We also expect to define with CJ a framework for potential longer term expansion of the collaboration for larger scale PHA production and related commercial activities. During the second quarter, we will be working with CJ to complete definitive agreements for the collaboration. We expect our relationship with CJ to be transformational, as it provides the path forward for Metabolix to move our specialty PHA biopolymer business to commercial scale and position us for longer term growth.
“Of course, the move to commercial scale will require a multifaceted effort in commercial development and biopolymer R&D, supported by our PHA pilot plant. We are seeing traction in commercial development, with initial customer conversions for PHA additives and growth in functional biodegradation. For 2016, we remain focused on converting additional customers, building the commercial development pipeline, running our pilot plant and advancing our specialty PHA biopolymer technology.
“This is an exciting time for our biopolymers business, but we are also making progress with Yield10 Bioscience. Yield10’s innovative crop technology platforms are focused on improving carbon capture, efficiency and utilization to drive step change increases in yield for food and feed crops. The team has begun work to move the traits discovered using our camelina and switchgrass model systems to commercially significant crops such as canola, soybeans, rice and corn. We have also appointed two extremely capable crop experts to our Yield10 scientific advisory board, and remain actively engaged with potential industry collaborators and investors around potential spinout scenarios for Yield10.
“The Metabolix team is focused. We are executing our strategic plan and achieving milestones. We are working to become a successful specialties biomaterials company and to build value with the Yield10 crop technology platforms. We hope 2016 will be a transformational year, as we work to complete our collaboration agreement with CJ, support construction of the PHA unit at Fort Dodge, continue developing the market for our specialty PHA biopolymers and provide clarity around the spinout of Yield10,” concluded Shaulson.






FULL YEAR AND FOURTH QUARTER 2015 FINANCIAL OVERVIEW
Metabolix is managed with an emphasis on cash flow and deploys its financial resources in a disciplined manner to achieve its key strategic objectives. The Company ended 2015 with $12.3 million in unrestricted cash and cash equivalents. The Company’s net cash used in operating activities during 2015 was $21.9 million, which was a decrease of $2.6 million from the $24.5 million used for operating activities during 2014.
The Company anticipates approximately $25.0 million of net cash usage for the year ended December 31, 2016. As a result, the Company’s present capital resources are not sufficient to fund its planned operations for a twelve month period and, therefore, raise substantial doubt about the Company’s ability to continue as a going concern.

In 2015, the Company was successful in raising $14.7 million, net of offering costs, through a private placement of equity securities. In addition, on October 7, 2015, the Company entered into a common stock purchase agreement with Aspire Capital under which Aspire is committed to purchase, at the Company's direction, up to an aggregate of $20.0 million of shares of its common stock over a 30 month period that began on November 9, 2015. Common stock may be sold from time to time at the Company’s option under pricing formulas based on prevailing market prices around the time of each sale. At December 31, 2015, the full $20.0 million under the purchase agreement remained available for sale to Aspire. Even if the Company sells shares under the Aspire agreement, it will require additional funding during the next twelve months to continue its operations and support its capital needs. The timing, structure and vehicles for obtaining future financing are under consideration, but there can be no assurance that such financing efforts will be successful. The Company intends to use the proceeds of its recent and any future financings for general corporate purposes and working capital requirements, including the continued development of its specialty biopolymers business as the foundation for its longer range commercial scale plans and the future growth of its business.


Continuing Operations:

For 2015, the Company reported a net loss from continuing operations of $23.7 million, or $0.95 per share, as compared to a net loss from continuing operations of $26.8 million, or $2.61 per share, for 2014.
Total revenue from continuing operations for the full year 2015 was $2.6 million, compared to $2.8 million recorded in the prior year. Product revenue was $0.6 million in 2015, as compared to $0.5 million in 2014. Cost of product revenue for the full year 2015 was $0.7 million, compared to $1.5 million in the prior year. The decrease in cost of product revenue is due primarily to inventory impairment charges recorded in 2014.
Research and development expenses for continuing operations were $16.6 million in 2015, compared to $17.3 million for 2014. Selling, general and administrative expenses were $9.1 million and $10.8 million for the years ended December 31, 2015 and 2014, respectively.
The Company’s net cash used in operating activities for continuing operations during the full year 2015 was $21.9 million as compared to $23.7 million in 2014.
The Company reported a net loss from continuing operations of $5.9 million, or $0.22 per share, for the fourth quarter of 2015, compared to a net loss of $5.8 million, or $0.29 per share, for the fourth quarter of 2014.
Total revenue in the fourth quarter of 2015 was $0.5 million, compared to $0.9 million for the comparable quarter in 2014. The fourth quarter revenue in 2015 consisted of $0.2 million, $0.1 million and $0.2 million in revenue from product sales, government grants and license and royalty, respectively.
In the fourth quarter of 2015, research and development expenses were $4.2 million, and selling, general and administrative expenses totaled $2.0 million. This compares to $4.1 million of research and





development expenses and $2.5 million of selling, general and administrative expenses in the fourth quarter of 2014.
Discontinued Operations:
In October 2014, in connection with the shift in the Company’s focus to commercializing its PHA performance biopolymers, the Company discontinued the operations of its wholly-owned German subsidiary, Metabolix GmbH, and sold substantially all of the assets of that subsidiary. The Company did not record any losses from discontinued operations for the three and twelve months ended December 31, 2015, respectively.
Conference Call Information
Metabolix management will host a conference call today at 4:30 p.m. (ET) to discuss fourth quarter results. The Company also will provide an update on the business and answer questions from the analyst community. A live webcast of the call with slides can be accessed through the Company’s website at http://www.metabolix.com in the investor relations section. To participate in the call, dial toll-free 877-709-8150 or 201-689-8354 (international).
To listen to a telephonic replay of the conference call, dial toll-free 877-660-6853 or 201-612-7415 (international) and enter pass code 13630506. The replay will be available beginning at 7:30 p.m. (ET) on Tuesday, March 29, 2016 and will last through 11:59 p.m. (ET) on Monday, April 11, 2016. In addition, the webcast will be archived on the Company’s website in the investor relations section.
About Metabolix
Metabolix, Inc. is an innovation-driven specialty materials company focused on delivering high- performance biopolymer solutions to customers in the plastics industry. Metabolix’s Mirel® biopolymers, which are derived from renewable resources, are a family of biobased performance additives and specialty resins based on PHA (polyhydroxyalkanoates). Metabolix’s proprietary biotechnology platform enables the creation of specialty biopolymers for use in a broad range of applications such as construction and packaging materials, as well as industrial, consumer and personal care products.
For more information, please visit www.metabolix.com. (MBLX-E)
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements in this release do not constitute guarantees of future performance. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, statements regarding the Company’s business plans and milestones for 2016; expectations for PHA biopolymer manufacturing, including plans for the first tranche of commercial scale capacity; expectations regarding the completion of definitive agreements with CJ CheilJedang; expected market demand and commercialization plans for the Company’s PHA biopolymer products; future cash usage expectations; plans for obtaining additional funding; and plans for completing the spin out of Yield10 Bioscience constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including the risks and uncertainties detailed in Metabolix’s filings with the Securities and Exchange Commission. Metabolix assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.
Metabolix Contact:
Lynne H. Brum, 617-682-4693, LBrum@metabolix.com
(FINANCIAL TABLES FOLLOW)





METABOLIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(In thousands, except share and per share amounts)
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2015
 
2014
 
2015
 
2014
Revenue:
 
 
 
 
 
 
 
 
Product revenue
 
$
225

 
$
118

 
$
619

 
$
546

Grant revenue
 
101

 
506

 
1,350

 
1,807

License fee and royalty revenue
 
170

 
232

 
625

 
447

Total revenue
 
496

 
856

 
2,594

 
2,800

Costs and expenses:
 
 
 
 
 
 
 
 
Cost of product revenue
 
139

 
110

 
660

 
1,482

Research and development
 
4,240

 
4,062

 
16,572

 
17,342

Selling, general, and administrative
 
2,019

 
2,536

 
9,105

 
10,805

Total costs and expenses
 
6,398

 
6,708

 
26,337

 
29,629

Loss from continuing operations
 
(5,902
)
 
(5,852
)
 
(23,743
)

(26,829
)
 
 
 
 
 
 
 
 
 
Other income (expense), net
 
(15
)
 
45

 
62

 
61

Net loss from continuing operations
 
(5,917
)
 
(5,807
)
 
(23,681
)

(26,768
)
Discontinued operations
 
 
 
 
 
 
 
 
Loss from discontinued operations
 

 
(448
)
 

 
(1,878
)
Loss from write down of assets held for sale
 

 
3

 

 
(888
)
Total loss from discontinued operations
 

 
(445
)
 

 
(2,766
)
Net loss
 
$
(5,917
)
 
$
(6,252
)
 
$
(23,681
)
 
$
(29,534
)
Basic and diluted net loss per share:
 
 
 
 
 
 
 
 
Net loss from continuing operations
 
$
(0.22
)
 
$
(0.29
)
 
$
(0.95
)
 
$
(2.61
)
Net loss from discontinued operations
 
$

 
$
(0.02
)
 

 
(0.27
)
Net loss per share
 
$
(0.22
)
 
$
(0.31
)
 
$
(0.95
)
 
$
(2.88
)
Number of shares used in per share calculations:
 
 
 
 
 

 

Basic & Diluted
 
27,302,058

 
19,811,504

 
25,007,351

 
10,242,477








METABOLIX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
(In thousands, except share and per share amounts)
 
 
December 31,
2015
 
December 31,
2014
Assets
 
 
 
 
Cash and cash equivalents
 
$
12,269

 
$
20,046

Accounts receivable
 
238

 
45

Due from related parties
 
146

 
112

Unbilled receivables
 
150

 
420

Inventory
 
379

 
586

Prepaid expenses and other current assets
 
1,668

 
756

Restricted cash
 
619

 
619

Property and equipment, net
 
905

 
456

Other assets
 
714

 
95

Total assets
 
$
17,088

 
$
23,135

Liabilities and Stockholders' Equity
 
 
 
 
Liabilities:
 
 
 
 
Accounts payable
 
$
120

 
$
333

Accrued expenses
 
3,513

 
3,709

Deferred revenue
 
277

 
147

Other long-term liabilities
 
150

 
150

Total liabilities
 
4,060

 
4,339

Total stockholders' equity
 
13,028

 
18,796

Total liabilities and stockholders' equity
 
$
17,088

 
$
23,135








METABOLIX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(In thousands)
 
 
Years Ended December 31,
 
 
2015
 
2014
Cash flows from operating activities
 
 
 
 
Net loss
 
$
(23,681
)
 
$
(29,534
)
Less:
 
 
 
 
Loss from discontinued operations
 

 
(2,766
)
Loss from continuing operations
 
(23,681
)
 
(26,768
)
Adjustments to reconcile net loss to cash used in operating activities:
 
 
 
 
Depreciation
 
265

 
507

Charge for 401(k) company common stock match
 
323

 
374

Stock-based compensation
 
2,128

 
2,276

Inventory impairment
 
209

 
873

Gain on sale of property and equipment
 
(33
)
 
(43
)
Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
(193
)
 
952

Due from related parties
 
(34
)
 
(61
)
Unbilled receivables
 
270

 
(223
)
Inventory
 
(2
)
 
462

Prepaid expenses and other assets
 
(1,081
)
 
(43
)
Accounts payable
 
(226
)
 
(246
)
Accrued expenses
 
62

 
(1,179
)
Deferred rent and long-term liabilities
 

 
(50
)
Deferred revenue
 
130

 
(522
)
Net cash used by continuing operations for operating activities
 
(21,863
)
 
(23,691
)
Net cash used by discontinued operations for operating activities
 

 
(845
)
Net cash used in operating activities
 
(21,863
)

(24,536
)
Cash flows from investing activities
 
 
 
 
Purchase of property and equipment
 
(654
)
 
(172
)
Proceeds from sale of equipment
 
40

 
43

Purchase of investments
 

 
(1,508
)
Proceeds from sale and maturity of short-term investments
 

 
13,017

Net cash (used) provided by continuing operations for investing activities
 
(614
)
 
11,380

Net cash provided by discontinued operations for investing activities
 

 
292

Net cash (used) provided by investing activities
 
(614
)
 
11,672

Cash flows from financing activities
 
 
 
 
Proceeds from options exercised
 

 
300

Proceeds from private placement offering, net of issuance costs
 
14,703

 
24,914

Net cash provided by financing activities
 
14,703


25,214

Effect of exchange rate changes on cash and cash equivalents
 
(3
)
 
(2
)
Net (decrease) increase in cash and cash equivalents
 
(7,777
)

12,348

Cash and cash equivalents at beginning of period
 
20,046

 
7,698

Cash and cash equivalents at end of period
 
$
12,269


$
20,046

 
 
 
 
 
Supplemental disclosure of non-cash information:
 
 
 
 
Preferred stock conversion to common stock
 
$

 
$
12,500

Purchase of property and equipment included in accounts payable and accrued expenses
 
$
68

 
$

Issuance of stock in connection with Aspire agreement
 
$
450

 
$

Restricted stock units issued to settle incentive compensation obligation
 
$
305

 
$





Exhibit



Metabolix Signs MOU with CJ CheilJedang for
Strategic Commercial Manufacturing Arrangement

MOU Provides Path to First Tranche of Commercial Scale Capacity
for Metabolix Specialty PHA Production in U.S.

CAMBRIDGE, Mass., March 29, 2016 -- Metabolix, Inc. (NASDAQ: MBLX), an advanced biomaterials company focused on sustainable solutions for the plastics industry, announced today that it has entered into a Memorandum of Understanding (“MOU”) with CJ CheilJedang Corporation (“CJ”) for a strategic commercial manufacturing arrangement for specialty PHAs, including the Company’s newly launched amorphous PHA (“a-PHA”). Under the non-binding MOU, the companies have agreed to work together toward the successful conclusion of definitive agreements under which CJ will fund, construct and operate a 10 kilo tonne PHA production unit at CJ’s Fort Dodge, Iowa facility based on Metabolix’s PHA technology. Under the contemplated definitive agreements, Metabolix will buy the specialty PHAs produced at the Fort Dodge facility from CJ, and market and sell the materials to its commercial customers. The companies also expect to define a framework for longer term expansion of the collaboration for larger scale PHA production and related commercial activities.

In late 2015 and early 2016, Metabolix and CJ undertook a comprehensive feasibility study and assessment of CJ’s Fort Dodge facility as a potential site for specialty PHA production. With the successful conclusion of the feasibility study and engineering plans, CJ is finalizing a detailed budget for the capital investment needed to establish 10 KT of annual PHA capacity on the site and the two companies are turning their attention to the definitive agreements for the project.

“The MOU with CJ provides a path to establishing the first tranche of commercial production capacity for our specialty PHA biopolymer materials,” said Joseph Shaulson, president and CEO of Metabolix. “In addition to the significant investment in manufacturing at Fort Dodge, CJ brings impressive engineering capabilities and operating expertise that will be critical to the success of this project. We look forward to completing the definitive manufacturing agreements and beginning construction on the project in the coming months.”

“Metabolix’s specialty PHA materials are well aligned technically and commercially with our strategic plan to diversify the products and as CJ’s first biopolymer product, a-PHAs will be a stepping stone for further expansion of the biochemical portfolio,” said Hang Duk Roh, Head of CJ CheilJedang BIO. “The shift Metabolix has made to focus on a-PHA as a performance additive as well as other specialty applications of PHAs is very promising and we are excited about the synergies that can be gained by combining our facilities and operating capabilities with the ongoing work Metabolix is doing to build the market for specialty biopolymers. Once the modification is completed, the Fort Dodge production facility will produce both lysine and a-PHA, diversifying our product portfolio.”

Metabolix has developed an extensive technology platform around a family of biobased and inherently biodegradable polymers called PHAs (polyhydroxyalkanoates). Specifically, Metabolix has focused on using its extensive capabilities in PHA bioscience to create specialty PHAs, including amorphous PHAs with unique chemistries that allow them to be used as multifunctional additives. The company is working to leverage these key material properties of PHA biopolymers in the target application spaces of PVC and PLA modification, functional biodegradation and paper coating. In 2015, Metabolix launched a-PHA from pilot production, and in 2016 is focused on securing initial and recurring sales across the target application spaces in anticipation of growing customer conversions and orders to baseload the new commercial capacity contemplated by the MOU with CJ.






The Fort Dodge production facility is operated by CJ BIO, a division of CJ CheilJedang, a world leader in microbial fermentation based R&D and manufacturing for a range of amino acids, including lysine, as well as nucleotides. CJ BIO operates world-scale fermentation facilities in the United States, China, Indonesia, Malaysia and Brazil.

About CJ CheilJedang Corporation

CJ CheilJedang, is a Korean-based food, feed, and bioscience company, and a subsidiary of the CJ Group. CJ CheilJedang is a global leader in the area of industrial biotechnology with innovations in fermentation and purification technologies. CJ is a leading producer of fermentation-based products such as feed amino acids, MSG, and nucleotides with global manufacturing and business operations in 6 continents. As a socially responsible company, CJ strives toward practicing carbon-neutral manufacturing operations by utilizing renewable raw materials and developing value-added co-products to minimize waste into the environment.
 
For more information, please visit www.cj.co.kr/cj-en/index.


About Metabolix

Metabolix, Inc. is an innovation-driven specialty materials company focused on delivering high-performance biopolymer solutions to customers in the plastics industry. Metabolix’s Mirel® biopolymers, which are derived from renewable resources, are a family of biobased performance additives and specialty resins based on PHA (polyhydroxyalkanoates). Metabolix’s proprietary biotechnology platform enables the creation of specialty biopolymers for use in a broad range of applications such as construction and packaging materials, as well as industrial, consumer and personal care products.

For more information, please visit www.metabolix.com. (MBLX-G)
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The forward-looking statements in this release do not constitute guarantees of future performance. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, statements regarding expectations for completing definitive agreements with CJ, establishing commercial scale PHA production capacity, securing customer orders and building market demand for specialty PHAs, constitute forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including the risks and uncertainties detailed in Metabolix's filings with the Securities and Exchange Commission. Metabolix assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.
Metabolix Contact:
Lynne H. Brum, 617-682-4693, LBrum@metabolix.com

Media Inquiries:
MSLGROUP Boston
Amanda Fountain at 781-684-0770 metabolix@mslgroup.com