●
Earnings Feed
Filings
Companies
Insiders
Pricing
Blog
⌘
K
Login
Start Free
BIONOVO INC
·
10-K
Mar 30, 4:21 PM ET
Share
BIONOVO INC 10-K
Loading document...
Share
More
Contents
225
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K
For the fiscal year ended December 31, 2011
or
For the transition period from to
Commission File No. 001-33498
BIONOVO, INC.
TABLE OF CONTENTS
PART I
Forward Looking Statements
Item 1. Business
Overview
Formation of the Company
NASDAQ Voluntary Delisting
Liquidity and Going Concern
Development Stage Company
Business Strategy
Integrate Scientific Discoveries with Natural Substances Used in Traditional Chinese Medicine (TCM)
Develop Products Focused on Women’s Health and Cancer
Foster Academic and Industry Collaborations
Diversify Application of Drug Candidates for Extended Indications
Manufacturing
Scientific Discovery Platforms
Screening Philosophy
Scientific Discovery Platform I: Hormone Replacement Therapy and Selective Estrogen Receptor Modulators
Scientific Discovery Platform II: Anticancer Drugs
Pharmacology and Manufacturing Consistency
Clinical Trials Design
Scientific Consultants
Research and Development
Intellectual Property and Patent Protection
Government Regulation and Environmental Issues
Manufacturing
Marketing and Sales
Competition
Company Information
Employees
Properties
Legal Proceedings
Executive Officers and Directors
Scientific Advisory Board
Medical Advisory Board
Item 1A. Risk Factors
Risks Relating to Our Business and Industry
Risks Relating to Our Products, Technology and Know-how
Risks Related to Our Common Stock
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures.
PART II
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities
Holders
Dividends
Stockholder Return Comparison
PERFORMANCE MEASUREMENT COMPARISON*
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Formation of the Company
Reverse Stock Split
Business
Development Stage Company
Critical Accounting Policies and Estimates
Revenue Recognition
Accruals
Warrant Liability
Share-Based Compensation
Income Tax
Research and Development Activities
Recent Accounting Pronouncements
Results of Operations
Results of Operations for the Years Ended December 31, 2011, 2010, and 2009
Revenue
Research and Development Expenses
General and Administrative Expenses
Other Income (Expense)
Liquidity and Capital Resources
Financing Transactions
Going Concern
Notes Payable
Commitments and Contingencies
Off-Balance Sheet Financings and Liabilities
Subsequent Events
Socius Agreement
Voluntary NASDAQ Delisting
Restructuring of Work Force
Potential Equity Financing
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Bionovo, Inc. (A Development Stage Company) Consolidated Balance Sheets
Bionovo, Inc. (A Development Stage Company) Consolidated Statements of Operations
Bionovo, Inc. (A Development Stage Company) Consolidated Statements of Comprehensive Income (Loss)
Bionovo, Inc. (A Development Stage Company) Consolidated Statements of Shareholders’ Equity
Bionovo, Inc. (A Development Stage Company) Consolidated Statements of Shareholders’ Equity — (Continued)
Bionovo, Inc. (A Development Stage Company) Consolidated Statements of Cash Flows
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
1. BUSINESS AND ORGANIZATION
Formation of the Company
Reverse Stock Split
NASDAQ Voluntary Delisting
Going Concern
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
1. BUSINESS AND ORGANIZATION – (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
Use of Estimates and Reclassifications
Cash, Cash Equivalents and Short-Term Investments
Property and Equipment
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Assets Held under Capital Leases
Intangible assets — Patent Costs
Revenue Recognition
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Research and Development
Basic and Diluted Loss per Share
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Other Current Liabilities
Warrant Liability
Income Taxes
Share-based Compensation
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – (continued)
Recent Accounting Pronouncements
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
3. CASH, CASH EQUIVALENTS AND INVESTMENTS
4. FAIR VALUE
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
4. FAIR VALUE – (continued)
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
5. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
6. NOTES PAYABLE
7. SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION
Increase in Authorized Shares
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
7. SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION – (continued)
Common Stock Issuances
Preferred Stock
Stock Option Plan
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
7. SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION – (continued)
Share-based Compensation Expense
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
7. SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION – (continued)
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
7. SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION – (continued)
Shares Reserved for Future Issuance
8. WARRANTS
January 2007 Private Placement
October 2007 Public Offering
October 2009 Public Offering
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
8. WARRANTS – (continued)
October 2010 Private Placement
February 2011 Public Offering
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
8. WARRANTS – (continued)
Warrant Liability
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
8. WARRANTS – (continued)
Employee Benefit Plan
9. LEASES, COMMITMENTS AND CONTINGENCIES
Leases
10. INCOME TAX
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
10. INCOME TAX – (continued)
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
11. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
12. SUBSEQUENT EVENTS
Socius Agreement
NASDAQ Voluntary Delisting
Bionovo, Inc. (A Development Stage Company) Notes to Consolidated Financial Statements
12. SUBSEQUENT EVENTS – (continued)
Restructuring of Work Force
March 2012 Financing
Potential Equity Financing
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures
Management’s Annual Report on Internal Control Over Financial reporting
Inherent Limitations on Effectiveness of Controls
Changes in internal controls over financial reporting
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Executive Officers and Directors
Section 16(a) Beneficial Ownership Reporting Compliance
Code of Ethics
Audit Committee
Item 11. Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
Executive Compensation Philosophy and Objectives
Benchmarking Of Cash and Equity Compensation
Executive Compensation Components
2011 Executive Compensation Summary
Potential Payments Upon Termination or Change in Control
Employment and Separation Agreements
Grants of Plan-Based Awards
Outstanding Equity Awards
Options Exercised
Non-Employee Director Compensation
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
REPORT OF THE COMPENSATION COMMITTEE
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Ownership of Securities(1)
Item 13. Certain Relationships and Related Transactions and Director Independence
TRANSACTIONS WITH RELATED PERSONS
Related-Person Transactions Policy and Procedures
Certain Relationships and Related Party Transactions
Independence of the Board of Directors
Item 14. Principal Accountant Fees and Services
Pre-Approval Policies and Procedures
PART IV
Item 15. Exhibits and Financial Statements Schedules
(1) Index to Financial Statements.
(2) Financial Statement Schedules.
(3) Exhibits.
INDEX OF EXHIBITS
SIGNATURES
Contents
Share
More