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 September 30, 2012

¨	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: 0-24836

Parabel Inc.

(Exact name of registrant as specified in its charter)

Delaware	33-0301060
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)
1901 S. Harbor City Blvd., Suite 600 Melbourne, FL	32901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 321-409-7500

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Exchange Act Rule 12b-2).


Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES ¨ NO x

There were 106,920,730 shares of common stock with a par value of $0.001 per share outstanding at November 12, 2012.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	3

ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	26
ITEM 4.	CONTROLS AND PROCEDURES	27

PART II.	OTHER INFORMATION	27

ITEM 1.	LEGAL PROCEEDINGS	27
ITEM 1A.	RISK FACTORS	27
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	27
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	27
ITEM 4.	(REMOVED AND RESERVED)	27
ITEM 5.	OTHER INFORMATION	27
ITEM 6.	EXHIBITS	27

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Parabel Inc.

(A Development Stage Company)

Consolidated Balance Sheets

	September 30, 2012 (Unaudited)			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	1,152,399		$	8,842,269
Restricted cash		75,070			75,286
Prepaid expenses		134,669			116,672
Other current assets		259,692			777,594
Total current assets		1,621,830			9,811,821

Property and equipment		3,175,667			3,066,217
Accumulated depreciation		(2,339,692	)		(1,974,566	)
Net property and equipment		835,975			1,091,651
Deposits		256,378			256,015
Other non-current assets		220,000			-
Total assets	$	2,934,183		$	11,159,487

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	1,477,673		$	948,375
Accrued expenses		480,798			1,195,374
Current portion of accrued interest and expenses - related party		-			11,294,885
Deferred revenue		-			612,500
Current portion of notes payable - related party		-			78,914,092
Total current liabilities		1,958,471			92,965,226

Deferred rent		33,333			32,280
Accrued interest and expenses - related party		17,089,790			-
Notes payable - related party		84,224,475			-
Total liabilities		103,306,069			92,997,506

Commitments and Contingencies (Note 7)

Stockholders' deficit:
Preferred stock - $.001 par value, 25,000,000 shares authorized; no shares issued or outstanding at September 30, 2012 and December 31, 2011		-			-
Common stock - $.001 par value, 300,000,000 shares authorized; 106,920,730 shares issued and outstanding at September 30, 2012 and December 31, 2011		106,921			106,921
Paid in capital		38,810,982			39,801,148
Deficit accumulated during the development stage		(142,692,254	)		(122,887,794	)
Parabel Inc. stockholders' deficit		(103,774,351	)		(82,979,725	)
Non-controlling interest		3,402,465			1,141,706
Total stockholders' deficit		(100,371,886	)		(81,838,019	)

Total liabilities and stockholders' deficit	$	2,934,183		$	11,159,487

See the accompanying notes to the consolidated financial statements.

Parabel Inc.

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,						For the Period From September 22, 2006 (Inception) Through September 30,
	2012			2011			2012			2011			2012

Revenue	$	-		$	-		$	650,000		$	-		$	650,000

Costs and expenses:
Cost of sales		-			-			81,393			-			81,393
Selling, general and administrative		2,199,996			2,206,280			9,920,462			8,074,208			71,411,043
Research and development		2,337,218			2,183,312			6,136,976			8,462,806			64,804,450
Interest expense - related party		2,197,075			1,767,864			6,397,116			4,646,195			22,513,210
Depreciation		107,701			188,912			370,330			669,124			3,809,716
Total costs and expenses		6,841,990			6,346,368			22,906,277			21,852,333			162,619,812

Net loss before non-controlling interest		(6,841,990	)		(6,346,368	)		(22,256,277	)		(21,852,333	)		(161,969,812	)
Net loss attributable to non-controlling interest		737,412			805,989			2,451,817			2,797,625			19,277,558

Net loss attributable to Parabel Inc.	$	(6,104,578	)	$	(5,540,379	)	$	(19,804,460	)	$	(19,054,708	)	$	(142,692,254	)

Basic and diluted common shares outstanding		106,920,730			106,920,730			106,920,730			106,920,730
Basic and diluted loss per share	$	(0.06	)	$	(0.05	)	$	(0.19	)	$	(0.18	)

See the accompanying notes to the consolidated financial statements.

Parabel Inc.

(A Development Stage Company)

Consolidated Statements of Changes in Stockholders' Deficit

Period From Inception (September 22, 2006) to September 30, 2012

(Unaudited)

	Common Stock Shares			Amount			Paid in Capital			Non-Controlling Interest			Deficit Accumulated During the Development Stage			Total
Shares issued at inception for cash		100,000,000		$	100,000		$	388,532		$	-		$	-		$	488,532
Net loss		-			-			-			-			(1,410,724	)		(1,410,724	)

Balance - December 31, 2006		100,000,000		$	100,000		$	388,532		$	-		$	(1,410,724	)	$	(922,192	)

Amortization of PA LLC interests to employees		-			-			276,986			-			-			276,986
Net loss		-			-			-			-			(8,346,378	)		(8,346,378	)

Balance - December 31, 2007		100,000,000		$	100,000		$	665,518		$	-		$	(9,757,102	)	$	(8,991,584	)

Amortization of PA LLC interests to employees		-			-			2,240,041			200,000			-			2,440,041
Shares issued for cash		3,174,603			3,175			9,996,825			-			-			10,000,000
Shares issued for unearned services		1,000,000			1,000			(1,000	)		-			-			-
Amortization of unearned services		-			-			43,750			-			-			43,750
Issuance of option as additional consideration for debt		-			-			1,453,000			-			-			1,453,000
Reverse merger		99,586			99			-			-			-			99
Net loss		-			-			-			(162,400	)		(19,987,850	)		(20,150,250	)

Balance - December 31, 2008		104,274,189		$	104,274		$	14,398,134		$	37,600		$	(29,744,952	)	$	(15,204,944	)

Shares issued for services		160,524			160			537,652			-			-			537,812
Shares issued for cash		500,000			500			3,999,500			-			-			4,000,000
Shares issued with purchase price guaranty		937,500			938			(938	)		-			-			-
Shares and warrants issued for other current assets		357,143			357			3,017,787			-			-			3,018,144
Amortization of PA LLC interests to employees		-			-			-			1,987,552			-			1,987,552
Amortization of options issued to employees		-			-			588,653			-			-			588,653
Amortization of unearned services		-			-			1,575,000			-			-			1,575,000
Net loss		-			-			-			(6,554,358	)		(30,267,878	)		(36,822,236	)

Balance - December 31, 2009		106,229,356		$	106,229		$	24,115,788		$	(4,529,206	)	$	(60,012,830	)	$	(40,320,019	)

Return of common stock for other current asset		(106,126	)		(106	)		(341,620	)		-			-			(341,726	)
Shares issued for cash		810,000			810			6,479,190			-			-			6,480,000
Shares issued with put option or purchase price guaranty, net of purchase price guaranty expirations		-			-			7,400,000			-			-			7,400,000
Amortization of PA LLC interests to employees		-			-			(794	)		12,903,744			-			12,902,950
Amortization of options issued to employees		-			-			922,549			-			-			922,549
Amortization of unearned services		-			-			1,531,250			-			-			1,531,250
PA LLC units returned for surrendered technology license		-			-			(2,283,115	)		1,683,115			-			(600,000	)
Net loss		-			-			-			(6,469,356	)		(38,010,029	)		(44,479,385	)

Balance - December 31, 2010		106,933,230		$	106,933		$	37,823,248		$	3,588,297		$	(98,022,859	)	$	(56,504,381	)

Put option exercised by former executive		(12,500	)		(12	)		12			-			-			-
Amortization of PA LLC interests to employees		-			-			(845	)		1,193,036			-			1,192,191
Amortization of options issued to employees		-			-			936,769			-			-			936,769
Amortization of stock appreciation rights issued to executive		-			-			1,041,964			-			-			1,041,964
Net loss		-			-			-			(3,639,627	)		(24,864,935	)		(28,504,562	)

Balance - December 31, 2011		106,920,730		$	106,921		$	39,801,148		$	1,141,706		$	(122,887,794	)	$	(81,838,019	)

Amortization of PA LLC interests to employees		-			-			(278	)		14,825			-			14,547
Amortization of options to acquire PA LLC interests		-			-			-			2,498,260			-			2,498,260
Amortization of options issued to employees		-			-			137,826			-			-			137,826
Amortization of stock appreciation rights issued to executive		-			-			1,442,718			-			-			1,442,718
PA LLC units returned for cash settlement		-			-			(1,117,432	)		744,462			-			(372,970	)
Exercise of option to acquire PA LLC interests		-			-			(1,453,000	)		1,455,029			-			2,029
Net loss		-			-			-			(2,451,817	)		(19,804,460	)		(22,256,277	)

Balance - September 30, 2012		106,920,730		$	106,921		$	38,810,982		$	3,402,465		$	(142,692,254	)	$	(100,371,886	)

See the accompanying notes to the consolidated financial statements.

Parabel Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,						For the Period From September 22, 2006 (Inception) Through September 30,
	2012			2011			2012
Cash flows from operating activities:
Net loss	$	(22,256,277	)	$	(21,852,333	)	$	(161,969,812	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of original issue discount		-			-			1,453,000
Amortization of Company options		137,826			698,801			2,585,797
Amortization of stock appreciation rights		1,442,718			561,057			2,484,682
Amoritization of unearned services		-			-			3,150,000
Amortization of PA LLC interests to employees		14,547			1,104,235			18,814,267
Amortization of options to acquire PA LLC interests		2,498,260			-			2,498,260
Expenses paid and interest added to notes payable - related party		810,383			764,881			12,186,224
Expenses paid by issuance of common stock		-			-			1,214,230
Gain on settlement of accrued liability		(433,295	)		-			(433,295	)
Depreciation		370,330			669,124			3,809,716
Impairment loss		31,801			409,674			620,574
Loss (Gain) on disposition of equipment		3,945			(7,834	)		321,318
Write-off of other non-current assets		780,873			830,375			2,067,637
Decrease (increase) in restricted cash		216			325,000			(75,070	)
(Increase) in prepaid expenses		(17,997	)		(13,309	)		(154,283	)
(Increase) in other current assets		(262,971	)		(67,682	)		(677,247	)
(Increase) in deposits		(363	)		(42,800	)		(236,764	)
(Increase) in other non-current assets		(220,000	)		-			(329,720	)
Increase (decrease) in accounts payable		529,298			(592,210	)		169,743
Increase in accrued expenses		5,513,624			3,665,947			15,690,101
(Decrease) increase in deferred revenue		(612,500	)		91,749			-
Increase in deferred rent		1,053			31,780			33,333
Net cash used in operating activities	$	(11,668,529	)	$	(13,423,545	)	$	(96,777,309	)

Cash flows from investing activities:
Proceeds from sale of asset		-			16,520			86,320
Acquisition of property and equipment		(150,400	)		(543,478	)		(5,673,903	)
Net cash used in investing activities	$	(150,400	)	$	(526,958	)	$	(5,587,583	)

Cash flows from financing activities:
Member contributions		-			-			488,532
Reverse merger		-			-			99
Exercise of put option		-			(100,000	)		(100,000	)
Exercise of option to acquire PA LLC interests		2,029			-			2,029
Common stock and warrants issued for cash		-			-			27,980,000
Borrowings under note payable - related party		4,500,000			19,625,000			74,119,601
PA LLC units returned for cash and surrendered technology license		-			-			(600,000	)
PA LLC units returned for cash settlement		(372,970	)		-			(372,970	)
Issuance of common stock and warrants for cash		-			-			2,000,000
Net cash provided by financing activities	$	4,129,059		$	19,525,000		$	103,517,291

Net (decrease) increase in cash		(7,689,870	)		5,574,497			1,152,399
Cash and cash equivalents - beginning of period		8,842,269			1,140,882			-

Cash and cash equivalents - end of period	$	1,152,399		$	6,715,379		$	1,152,399

Non-cash investing and financing activities:
Stock and warrants issued for other liabilities, net	$	-		$	(100,000	)	$	-
Common stock issued for unearned services	$	-		$	-		$	3,150,000
Issuance of shares for other current asset	$	-		$	-		$	1,200,000
Return of common stock for other current asset	$	-		$	-		$	(342,000	)
Liability repaid with restricted cash	$	-		$	2,000,000		$	-

See the accompanying notes to the consolidated financial statements.

Parabel Inc.

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2012

(Unaudited)

Note 1 Organization

Parabel Inc. (the “Company”) began its operations through its controlled subsidiary, PA LLC, on December 19, 2008. PA LLC was formed by XL TechGroup, LLC (“XL Tech”, a related party and the sponsor and parent of PA LLC until December 19, 2008) on September 22, 2006 as a Delaware limited liability company to develop technologies to commercially grow, harvest and process locally-available aquatic plants (“micro-crops”). PA LLC is a technology development and licensing company that provides renewable technology and solutions to address the global demand for new sources of feed, food and fuel. The Company has developed proprietary technology, which it believes will enable customer licensees to grow, harvest and process micro-crops to produce Lemna Protein Concentrate (“LPC”), Lemna Meal (“LM”) and Biocrude. In the near-term, the Company is positioning LPC and LM in animal feed markets, as fish meal and alfalfa meal alternatives, respectively. With further technology and product development, the Company expects LPC to be applied in human food markets and, with the development of third-party conversion technologies, the Company expects Biocrude to be used as a feedstock for renewable fuels.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Rule 8-03 of Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited consolidated financial statements reflect all normal recurring adjustments, which, in the opinion of management are necessary for the fair statement of the Company’s results for the interim period presented. The consolidated results of operations for the periods presented are not necessarily indicative of the results to be expected for the year ending December 31, 2012 or any future period. For further information, refer to the consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2012.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiary, PA LLC. Non-controlling interests are accounted for based upon the value or cost attributed to their investment adjusted for the share of income or loss that relates to their percentage ownership of the entire Company. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The accompanying consolidated financial statements are prepared in accordance with U.S. GAAP which requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense. Actual results may differ from these estimates.

Revenue Recognition

The Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. To the extent cash is received in advance of the Company’s performance under a license agreement or such receipts are refundable at the customer’s option, these amounts will be reported as deferred revenue.

Restricted Cash

As of September 30, 2012 and December 31, 2011, restricted cash consisted of $0.1 million that was held in escrow per a credit card arrangement with the Company’s financial institution.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2012. The respective carrying values of certain financial instruments approximate their fair values. These financial instruments include cash and cash equivalents, accounts payable and accrued expenses. Carrying values are assumed to approximate fair values for these financial instruments because they are short-term in nature and their carrying amounts approximate the amounts expected to be received or paid.

The carrying value of the Company’s fixed-rate notes payable-related party approximate their fair value based on the current market conditions for similar debt instruments.

Property and Equipment

Property and equipment is recorded at cost. Expenditures for major improvements and additions are added to property and equipment, while replacements, maintenance and repairs which do not extend the useful lives are expensed. Leasehold improvements are amortized over the shorter of the asset’s useful life or the remaining lease term.

Long-Lived Assets

The carrying value of long-lived assets is reviewed on a regular basis for the existence of facts and circumstances that suggest permanent impairment. Specifically, senior management of the Company considers in each reporting period the effectiveness of the Company’s significant assets to determine if impairment indicators, such as physical deterioration, process change or technological change, have resulted in underperformance, obsolescence or the need to replace such assets. When the Company identifies an impairment indicator, it measures the amount of the impairment based on the amount that the carrying value of the impaired asset exceeds its best internal estimate of the value of the asset while it remains in use, plus any proceeds expected from the eventual disposal of the impaired asset. Since the Company uses most of its property and equipment to demonstrate its technology to prospective customers and not to generate revenues or cash flows, a cash flow analysis of the assets is not practicable. Instead, a depreciated replacement cost estimate is used for assets still in service and equipment secondary market quotes are obtained for assets planned for disposal.

During the third quarter of 2012, the Company’s board of directors approved a plan to wind-down the research and development activities that were being performed at its Fellsmere, FL facility so that the Company could instead focus on commercialization and deployment efforts at customer sites in other parts of the world. It is anticipated that the Fellsmere, FL facility will have no active operations by the end of November, 2012. The Company plans to retain the site and would anticipate re-activating it if there was a future reason to do so. In connection with this decision, management reviewed long-lived assets for recoverability and recorded an impairment charge of approximately $32,000 during the three months ended September 30, 2012. The impairment charge reduced property and equipment and increased research and development expense.

During the second and third quarters of 2011, the Company identified certain changes in its process development plans that eliminated or changed the need or expected use of certain assets. As a result, impairment charges of $0.1 million for the last three months and $0.4 million for the nine months ended September 30, 2011 were recorded to reduce these assets to their estimated realizable values. These charges reduced property and equipment and increased research and development expense during the nine months ended September 30, 2011.

Research and Development

Research and development costs incurred in the discovery of new knowledge and the resulting translation of this new knowledge into plans and designs for new products, including enhancements to the products that it has demonstrated to date, are recorded as expenses in the period incurred.

Loss Per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During periods in which the Company incurs losses, common stock equivalents are not considered as their effect would be anti-dilutive.

The effect of 2,592,143 and 2,592,143 weighted average warrants and 868,198 and 1,030,053 weighted average options were not included for the three and nine months ended September 30, 2012, respectively, as they would have had an antidilutive effect. The effect of 2,592,143 and 2,592,143 weighted average warrants and 1,743,880 and 1,597,878 weighted average options were not included for the three and nine months ended September 30, 2011, respectively, as they would have had an antidilutive effect.

Recently Issued Accounting Pronouncements

Adoption of New Accounting Standards

Fair Value

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, Fair Value Measurements and Disclosures (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“ASU 2011-04”) to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements, mainly for level 3 fair value measurements. ASU 2011-04 is effective for the Company’s fiscal year beginning January 1, 2012. The adoption of ASU 2011-04 did not have an impact on the consolidated financial statements.

Comprehensive Income

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU 2011-05”). ASU 2011-05 will require companies to present the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminates the option to present components of other comprehensive income as part of the changes in stockholders’ equity. The standard does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. ASU 2011-05 is effective for interim and annual periods beginning after December 15, 2011, with early adoption permitted. The adoption of ASU 2011-05 did not impact the Company’s consolidated financial statements or its financial condition.

In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05 (“ASU 2011-12”), to indefinitely defer the effective date of the requirement to present reclassification adjustments from other comprehensive income to net income under ASU 2011-05. The adoption of ASU 2011-12 did not impact the Company’s consolidated financial statements or its financial condition.

Note 2 Going Concern

As of September 30, 2012, the Company was in the development stage as it continues to develop its products and intends to transition from the development stage to operational status depending upon the timing and its success in achieving its business development milestones. The Company’s consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has never been profitable and has incurred significant losses and cash flow deficits. For the nine months ended September 30, 2012 and 2011, and the period from September 22, 2006 (inception) to September 30, 2012, the Company reported net losses of $22.3 million, $21.9 million, and $162.0 million, respectively, and negative cash flows from operating activities of $11.7 million, $13.4 million, and $96.8 million, respectively. As of September 30, 2012, the Company had an aggregate accumulated deficit of $142.7 million. The Company anticipates that it will continue to report losses and negative cash flows during the remainder of 2012. As a result of these net losses, cash flow deficits, and other factors, there is a substantial doubt about the Company’s ability to continue as a going concern.

The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s ability to continue as a going concern is dependent upon generating sufficient cash flows from operations and obtaining additional capital and financing. The Company has been wholly dependent on funding from its principal stockholder. The Company does not currently expect to receive a significant amount of additional funding from its principal stockholder. The Company had unrestricted cash and cash equivalents of $1.2 million as of September 30, 2012. If the Company is unable to raise additional funding or generate sufficient cash flows from operations, the Company will be unable to continue in business beyond 2012.

Note 3 Other Current Assets

Other current assets consist of the following components:

	September 30, 2012		December 31, 2011
Materials and supplies inventory	$	259,692	$	164,020
Capitalized offering costs		-		613,574
Total Other Current Assets	$	259,692	$	777,594

Materials and supplies inventory consists of various components purchased by the Company to be used in the construction of pilot-scale bioreactors for prospective customer licensees. Materials and supplies inventory will be reclassified to cost of sales as bioreactor construction and related testing is completed.

Capitalized offering costs consists of legal and accounting costs associated with the Company’s filing during December 2011 of an amendment to its registration statement on Form S-1 with the SEC. These costs were capitalized with the intent of reclassifying them as a reduction of the resulting proceeds when the securities offering was successfully completed. As of June 30, 2012, over 90 days had passed without substantive progress on the planned offering. As a result, based upon the application of SEC Staff Accounting Bulletin 99-1, topic 5A, the remaining offering costs of $0.8 million were expensed during the period and classified as selling, general and administrative costs during the second quarter of 2012. On September 28, 2012, the Company filed a request with the SEC to withdrawal its registration statement on Form S-1 due to unfavorable market conditions.

Note 4 Other Non-Current Assets

Other non-current assets consists of legal and filing fees paid during the third quarter of 2012, which were directly associated with patent applications to be submitted in several different countries. Once the applications are filed, the fees will be amortized in accordance with Accounting Standards Codification (“ASC”) 350 - Intangibles - Goodwill and Other.

Note 5 Accrued Expenses

Accrued expenses are comprised of the following components:

	September 30, 2012		December 31, 2011
Accrued payroll and bonus	$	160,026	$	761,557
Accrued vacation compensation		192,084		231,094
Accrued legal, accounting and engineering fees		115,986		129,382
Other accruals		12,702		73,341
Total Accrued Expenses	$	480,798	$	1,195,374

As discussed in further detail in Note 8, the Company entered into an agreement on June 8, 2012 with certain of its former employees and senior officers that provided for the release of claims for deferred compensation related to their employment with PA LLC. As a result of this settlement, $0.5 million was reversed from accrued payroll costs during the second quarter of 2012.

Note 6 Deferred Revenue

During the fourth quarter of 2011, the Company completed the construction of its pilot-scale bioreactor for its customer licensee in South America, Asesorias e Inversiones Quilicura S.A. (“AIQ”). On March 31, 2012, the testing period during which the Company monitored and evaluated growth within the bioreactor was concluded and AIQ concurred with the Company’s report declaring the success of the preliminary phase. As a result, the Company recognized $0.5 million of previously deferred revenue in its consolidated statement of operations during the three months ended March 31, 2012.

In May 2011, the Company entered into a PA Select license agreement with the Republic of Suriname, initially providing for pilot-scale testing in exchange for a limited license fee of $150,000. The Company did not believe at the time of entering into the agreement that the agreement was material. During the first quarter of 2012, the Company concluded its pilot-scale testing in Suriname. During the second quarter of 2012, the parties to the agreement mutually agreed not to proceed to commercial-scale operations in recognition of the Company’s evolving business model and strategic priorities. As a result, the Company recognized $0.2 million of previously deferred revenue in its consolidated statement of operations during the three months ended June 30, 2012.

No deferred revenue was recognized during the three months ended September 30, 2012.

Note 7 Notes Payable - Related Party

During the nine months ended September 30, 2012, PetroTech Holdings Corp. (“PetroTech”), a holding company controlled by the Company’s principal stockholder, funded a total of $4.5 million to PA LLC pursuant to the terms of separate senior secured term notes, all of which are included in the $53.1 million notes payable in the following table. Notes payable - related party consist of the following as of:

	September 30, 2012		December 31, 2011
Note Payable to Valens U.S. SPV I, LLC	$	417,512	$	417,512
- Interest accrues monthly at an annual rate of 12%
- Note is due on June 30, 2017

Notes Payable to PetroTech		53,147,089		48,647,089
- Interest accrues monthly at an annual rate of 12%
- Note is due on June 30, 2017

Convertible Note Payable to PetroTech		10,000,000		10,000,000
- Interest accrues monthly at an annual rate of 12%
- Note is due on June 30, 2017 unless converted to common shares as described below

Up to $25,000,000 Note Payable to PetroTech		20,659,874		19,849,491
- Interest payable monthly and is drawn into note on a monthly basis at Prime + 2% (5.25% at September 30, 2012 and December 31, 2011)
- Note is due on June 30, 2017
- Permits additional draws to fund interest. Maximum balance of this note is limited to $25,000,000

Total	$	84,224,475	$	78,914,092

On June 25, 2012, PetroTech and Valens U.S. SPV I, LLC agreed to extend the maturity of the notes payable – related party from June 30, 2012 to June 30, 2017. The agreements provide that in the event the Company or PA LLC hold, individually or together, cash or cash equivalents in excess of $50,000,000 in the aggregate, then any such amounts held in excess of $50,000,000 shall be applied to pre-pay the outstanding notes to the extent of such excess. As a result of the maturity date extension, the notes payable – related party has been classified as noncurrent liabilities on the accompanying consolidated balance sheet as of September 30, 2012.

The notes payable - related party are secured by all of the Company’s assets. The convertible note payable to PetroTech allows the holder (at the holder’s option) to convert all or any portion of the issued and outstanding principal amount and/or accrued interest then due ($14.1 million as of September 30, 2012) into shares of the Company’s common stock at a fixed conversion price of $5.43 per share.

Each note payable and the related master security agreement and equity pledge and corporate guaranty agreement contain provisions that specify events of default which could lead to acceleration of the maturity of the debt. These provisions prohibit the encumbrance or sale and require the maintenance and insurance of the Company’s assets. The loan agreements do not contain any required financial ratios or similar debt covenants. Generally, an event of default would arise if the Company became insolvent, filed for bankruptcy, allowed a change in control or had unresolved judgments against its assets. Through the date of this quarterly report, none of these events have occurred.

As of September 30, 2012 and December 31, 2011, interest in the amount of $16.0 million and $10.4 million, respectively, was accrued related to the notes payable - related party and is recorded in accrued interest and expenses - related party on the accompanying consolidated balance sheets. During the nine months ended September 30, 2012 and 2011, additional accrued interest of $0.8 million and $0.8 million, respectively, was added to the principal balance of the floating-rate note and is recorded in notes payable - related party on the accompanying consolidated balance sheets.

During the three months ended September 30, 2012 and 2011, interest charged to operations on these notes was $2.2 million and $1.8 million, respectively. During the nine months ended September 30, 2012 and 2011, and the period from September 22, 2006 (inception) to September 30, 2012, interest charged to operations on these notes was $6.4 million, $4.6 million, and $22.5 million, respectively. No interest was capitalized during any of these periods.

Note 8 Stockholders’ Deficit

The Company’s equity consists of 300,000,000 shares of $.001 par value common stock, of which 106,920,730 and 106,920,730 shares had been issued and were outstanding as of September 30, 2012 and December 31, 2011, respectively. In addition, the Company may issue up to 25,000,000 shares of preferred stock. No preferred stock is outstanding.

Estimation of Common Stock Fair Value

In each reporting period, the Company has determined its best estimate of the fair value of its common stock by considering the following indicators of value:

•

Level 3 valuations based upon a discounted cash flow analysis using inputs which were not externally observable, in this case the Company’s estimate of future cash flows from the Company’s business; and

•

Prices paid in cash for shares of stock or securities units comprised of equity shares and five-year warrants to purchase equity shares; and

•

Over-The-Counter (“OTC”) quotation closing price and related statistics such as trading volume, volatility and recent price ranges.

Level 3 estimated cash flow valuations. The Level 3 fair value estimate of the Company’s equity value applied discounted cash flow valuation techniques to expected future cash flows from the Company’s business as of each valuation date. Key assumptions utilized in determining this fair value estimate include the expected amount and timing of revenue from expected future sales of the Company’s technology along with the associated cost of sales and other operating cash outflows. These cash flows are discounted back to present value using an interest rate consistent with development stage technology companies and the resulting enterprise value is converted to an equity value per outstanding share.

The most significant uncertainty inherent in these calculations is the risk of obtaining and performing the contracts necessary to produce the estimated future revenues. In addition, the risk of collection of amounts that are expected to be due under projected contracts, the risk of unanticipated product development or delivery costs and the risk of increased operating and overhead costs may each cause the estimates of future revenues to vary from the assumptions that are made in these projections, and these variations may be material. Since the Company has not obtained or performed any commercial contracts to date, it does not have historical data on which to base its estimate of future revenues.

The fair value of the warrants was estimated using the Black-Scholes valuation model, based on the estimated fair value of the common stock on the valuation date, an expected dividend yield of 0%, a risk-free interest rate based on constant maturity rates published by the U.S. Federal Reserve applicable to the remaining term of the instruments, an expected life equal to the remaining term of the instruments and an estimated volatility of 75.2%. Because the Level 3 indications of value were able to take into account important information pertaining to the amount, timing and risk of Company cash flows, they were given the most weight in the Company’s estimate of share value.

Third party transactions. The Company has completed several private sales of equity shares and securities units comprised of both equity shares and warrants to purchase additional equity shares over the reporting periods. The transactions were completed with both related and unrelated parties in exchange for cash. Given the size of these transactions and the sophisticated nature of the parties involved in their negotiation, these indications of value were given significant weight in the Company’s estimate of share value. However, because most of these transactions were with affiliates, sole or primary reliance was not placed on these values.

OTC Values. The Company’s common stock is currently traded on the OTCQB tier of OTC Markets Group. A very small percentage of the issued and outstanding shares are available for active trading since approximately 94% of the Company’s outstanding shares are held by its principal stockholder. Due to the very limited size of the Company’s public float and the resulting low trading volume in the Company’s common stock, its public shares are susceptible to very large swings in price based on very few trades. As a result of these considerations, value indications provided by the OTC price quotation service were given the least weight of the three factors in the Company’s estimate of share value.

Issuance of Common Stock and Warrants

On January 15, 2009, the Company entered into a Stock Purchase Agreement with Engineering Automation and Design Inc., a Nebraska corporation (“EAD”), pursuant to which it issued 151,057 shares of common stock as partial consideration, in advance, for certain services relating to the design, engineering, and construction of facilities for the growth, harvesting and processing of micro-crops for demonstration of the Company’s technology to potential customers. In February 2010, EAD returned 106,126 shares of common stock to the Company, which were canceled. The shares earned and retained by EAD under the related agreements were accounted for at their estimated fair value at issuance of approximately $144,678 (44,931 shares at $3.22 fair value per share) and charged to research and development expense.

During December 2009, the Company issued approximately 9,500 shares of common stock valued at an estimated fair value of $5.50 per share for legal services.

During December 2009, the Company issued 357,143 units consisting of one share of common stock and a warrant to purchase a share of common stock at $15.00 for a period of five years in exchange for a 30% interest in Green Sciences Energy, LLC, a subsidiary of Congoo, LLC. The units were valued at $8.00 per unit or $2.9 million. The $8.00 fair value per unit was determined based upon contemporaneous issuances of identical units for $8.00 in cash. In addition, the Company used its fair value estimate to allocate the value of the units issued between the fair values of the common stock and warrants of $2.0 million ($5.66 per share) and $0.9 million ($2.34 per warrant), respectively. This allocation indicated that a very small premium (less than 5%) should be attributed to the allocated share price compared to its fair value.

In addition, during December 2009, the Company issued an additional 250,000 warrants exercisable at $8.00 per share for a period of six months and 250,000 warrants exercisable at $15.00 per share for a period of six months. The Company estimated the fair value of the 500,000 additional warrants using the Black-Scholes option pricing model and the same assumptions stated above, resulting in an estimated fair value of the options of $0.2 million. The sum of the estimated fair value of the securities issued was approximately $3.0 million.

From February 12, 2010 to August 6, 2010, the Company sold 797,500 units, each unit consisting of one share of common stock and a warrant to purchase a share of common stock at $15.00 for a period of five years, for $8.00 per unit or $6.4 million as follows:

•

687,500 units to an affiliate; and

•

110,000 units to third parties.

The proceeds of the 797,500 units issued were allocated between the common stock and the warrants based upon their respective estimated fair values on the date of the issuance. This allocation attributed $4.5 million (or $5.52 to $5.60 per share) to the common stock issued and $1.9 million to the warrants issued (or $2.40 to $2.48 per warrant). For the warrants, the Company estimated the fair value using the Black-Scholes valuation model, based on the estimated fair value of the common stock on each valuation date ($5.89 to $6.67 per share), an expected dividend yield of 0%, a risk-free interest rate based on the yield of 5-year U.S. Treasury securities on each valuation date (1.78% to 2.62%), an expected life of five years and an estimated volatility of 75.2%.

The 687,500 units sold to the affiliate contained share price and warrant exercise price guarantees. The purchase price of the common stock and the exercise price of the warrants would have been adjusted in the event that the Company issued common stock or warrants at a price below $8.00 for common shares or a $15.00 exercise price for warrants for a period of six months from the purchase date. All of the aforementioned share price guaranty periods expired during 2010 and no adjustments were necessary.

On November 1, 2010, in anticipation of Mr. Rob Harris’ employment as President and Chief Operating Officer, the Company issued and sold 12,500 shares of its common stock to Mr. Harris at a price of $8.00 per share. Mr. Harris also received a put option which gave him the option to sell any or all of the shares back to the Company for a purchase price of $8.00 at any time within one year of the original transaction. In accordance with ASC 480-10-25-8, the proceeds were recorded as liabilities related to equity issuance on the accompanying consolidated balance sheet as of December 31, 2010. During January 2011, Mr. Harris exercised his put option and the Company repurchased all 12,500 shares of common stock for $100,000.

No shares were issued during 2011 or 2012.

Non-controlling Interest and PA LLC Equity Incentive Plan

Class A Units

During 2006, the Company issued 5% of the Class A voting units (1,000,000 units) of PA LLC as partial consideration for a license to certain technology from Arizona Technology Enterprises, LLC (“AzTE”). AzTE was granted anti-dilution rights and was entitled to 5% of the fully diluted capitalization of PA LLC. On June 2, 2010, the Company entered into an agreement with AzTE that provided for recovery of the 1,000,000 Class A voting units of PA LLC and the cancellation of all existing and future obligations and agreements between the Company and AzTE, in exchange for the return of certain AzTE-licensed technology and a payment of $0.6 million. The Company remitted the payment to AzTE on June 3, 2010 and the units of PA LLC were received and cancelled on June 3, 2010. The return of the Class A voting units of PA LLC effectively nullified the anti-dilution rights that were previously granted to AzTE.

The transaction with AzTE was accounted for as a return or repurchase of equity interests of PA LLC. The Company followed the guidance of ASC 810-10-45-23 and handled changes in the parent’s ownership by adjusting the carrying amount of the controlling and non-controlling interests based on the change in their respective ownership share in the subsidiary. This transaction increased the parent or controlling interest from approximately 82% to approximately 87%, which gave rise to a debit of $1.7 million to paid in capital attributable to Parabel Inc., since PA LLC had a large deficit accumulated during the development stage. In addition, the amount paid of $0.6 million was also recorded in paid in capital since it represents the cost to the controlling interest of acquiring a portion of the interest in the subsidiary that it did not previously own. The net effect of this transaction increased shareholders’ deficit attributable to Parabel Inc. by $2.3 million.

Class B Units

PA LLC has an equity compensation plan which allows it to grant employees and consultants awards of profits interests in restricted Class B ownership units (the “Interests”). The Company granted 2,816,471 and 674,500 Interests during 2008 and 2007, respectively, to a number of its employees as of the date that they began employment with the Company.

During the third quarter of 2012, the Company gave each Class B unit holder the option to elect to convert their Class B units into Class C units, which would enable them (at the discretion of the board of directors) to convert their Class C units into shares of Parabel Inc. common stock at a conversion ratio of 4.2 shares per Class C unit. The Company accounted for this transaction as a modification of an award, and the Company accordingly computed the fair value of the new awards as compared to the fair value of the original awards immediately before their terms were modified. There was no additional compensation cost recorded for the 712,170 units that were converted from Class B to Class C as the fair value of the Class B units was substantially equal to the fair value of the Class C units as of the conversion date.

As of September 30, 2012 and December 31, 2011, the granted Interests, net of Interests forfeited, repurchased by the Company, or converted to Class C units, totaled 763,251 and 2,753,171, respectively, or 3.4% and 12.7%, respectively, of total outstanding units. These Interests give the recipient the right to participate in the income of PA LLC and any distribution that may arise from a liquidity event to the extent that such realized amounts exceed the ownership unit fair value at the date of grant.

The Company determined the fair value of these grants by estimating the proceeds that it may obtain from a range of possible future liquidity events such as a public equity offering or the sale of the Company. The timing of such liquidity events and the likelihood of their achievement was estimated based upon the information that existed as of the grant or valuation date. The weighted average future cash value was then discounted using an annual discount rate of 60% and the weighted average time from grant or valuation date to the liquidity event. This estimated cash present value was converted to a per share cash value and, based on the structure of the grant, the carrying amount per unit was subtracted to determine the fair value of each of the Interests.

The grants of Interests contain restrictions that allow the Company to repurchase the units for $0.01 per unit until a service period or other condition is met. This restriction is removed over a service period (generally four years) with regard to approximately 2.15 million Interests. On March 4, 2011, the Company modified the terms of the Interests granted to a former employee, causing the Interests to be immediately vested. This decision required a revaluation of the Interests and immediate recognition of additional compensation cost in the amount of $0.8 million, recorded as research and development expense, based upon the nature of the former employee’s role with the Company.

For the three months ended September 30, 2012 and 2011, compensation expense related to these Interests was $0.0 million and $0.1 million, respectively. For the nine months ended September 30, 2012 and 2011, and the period from September 22, 2006 (inception) to September 30, 2012, compensation expense related to these Interests was $0.0 million, $1.1 million, and $18.8 million, respectively. The related compensation expense is recognized as selling, general and administrative expense or research and development expense depending upon the recipient’s role in the Company. Amounts recognized as selling, general and administrative expense were $0.0 million and $0.0 million for the three months ended September 30, 2012 and 2011, respectively. For the nine months ended September 30, 2012 and 2011, and the period from September 22, 2006 (inception) to September 30, 2012, compensation expense recognized as selling, general and administrative expense related to these Interests was $0.0 million, $0.0 million, and $12.3 million, respectively. Amounts recognized as research and development expense were $0.0 million and $0.1 million for the three months ended September 30, 2012 and 2011, respectively. For the nine months ended September 30, 2012 and 2011, and the period from September 22, 2006 (inception) to September 30, 2012, compensation expense recognized as research and development expense related to these Interests was $0.0 million, $1.1 million, and $6.5 million, respectively.

Unrecognized compensation cost related to 182 Interests which remain restricted totaled approximately $0.0 million as of September 30, 2012. An aggregate of 28,000, 83,000, and 766,000 of these Interests were forfeited during the nine months ended September 30, 2012 and 2011, and the period from September 22, 2006 (inception) to September 30, 2012, respectively.

Five senior officers were granted an aggregate 1.34 million Interests that were subject to repurchase for $0.01 per unit until a significant liquidity event occurred. Because that condition had not yet been met, these grants were considered contingent and had not been amortized. The amount and nature of the liquidity event was changed in July 2009 from a requirement to obtain $150.0 million of distributions and/or debt repayments to the Company’s principal stockholder to a requirement to obtain $25.0 million of new liquidity for the Company. This change resulted in a $4.6 million increase in the unrecognized compensation expense to $6.0 million.

During the fourth quarter of 2010, the Company’s principal stockholder modified the terms of the grant to remove the right of the Company to repurchase the Interests held by all five officers, causing these grants to be immediately vested. This decision required a revaluation of the Interests held by the officers and immediate recognition of the calculated expense. Based upon current estimates and applying the same discounted cash flow methodology used as of the prior valuation dates, the compensation cost was increased to $11.4 million during the fourth quarter of 2010 and recognized as selling, general and administrative expense ($9.1 million) or research and development expense ($2.3 million) depending upon each officer’s role in the Company.

On June 8, 2012, the Company entered into an agreement with certain of its former employees and senior officers that provided for the recovery of 980,000 Class B units of PA LLC and the release of claims for deferred compensation related to their employment with PA LLC, in exchange for a payment of $0.4 million. The Company remitted the payment on June 13, 2012 and the units of PA LLC were received and cancelled on June 13, 2012. During the third quarter of 2012, the Company cancelled an additional 270,000 Class B units of PA LLC that were originally granted to a former senior officer of the Company.

The settlement paid to the former employees and officers was allocated between the deferred compensation liability and the Class B units based upon the proportionate fair market value of each to the total of $0.4 million. The transaction was accounted for as a gain on the settlement of an accrued liability and a return or repurchase of equity interests of PA LLC. A gain of $0.4 million associated with the settlement of the deferred compensation claim was recognized in selling, general and administrative expense during the three months ended June 30, 2012. The Company followed the guidance of ASC 810-10-45-23 with respect to the recovery of the Class B units and handled the change in the parent’s ownership by adjusting the carrying amount of the controlling and non-controlling interests based on the change in their respective ownership share in the subsidiary. This transaction increased the parent or controlling interest from approximately 87% to approximately 92%, which gave rise to a debit of $0.7 million to paid in capital attributable to Parabel Inc., since PA LLC had a large deficit accumulated during the development stage. In addition, the amount paid of $0.4 million was also recorded in paid in capital since it represents the cost to the controlling interest of acquiring a portion of the interest in the subsidiary that it did not previously own. The net effect of this transaction increased shareholders’ deficit attributable to Parabel Inc. by $1.1 million.

Class C Units

As disclosed in Note 8 to the Company’s Annual Report on Form 10-K, which was filed with the SEC on March 30, 2012, the Company issued an option in 2008 to XL Tech to acquire 2,029,337 ownership units in PA LLC at a price of less than one cent each, in connection with continued borrowings under a Company debt facility outstanding with XL Tech. The debt facility and the option were subsequently acquired by PetroTech. The issuance of this option was accounted for as an original issue discount on the related debt in the initial amount of approximately $1.5 million and was amortized over the original term of the debt. During the third quarter of 2012, PetroTech exercised their option to acquire 2,029,337 ownership units in PA LLC and simultaneously elected to convert them to Class C units.

As of September 30, 2012, a total of 2,741,507 Class C units were outstanding. This represents 12.2% of total outstanding units. These units are convertible into 11,514,329 shares of common stock at the discretion of the Company’s board of directors.

Non-controlling Interest

As of September 30, 2012 and December 31, 2011, non-controlling interests collectively owned approximately 15.6% and 12.7%, respectively, of PA LLC, and have absorbed their respective portion of the loss of PA LLC. The amount of loss absorbed was $0.7 million and $0.8 million for the three months ended September 30, 2012 and 2011, respectively. The amount of loss absorbed was $2.5 million, $2.8 million and $19.3 million, for the nine months ended September 30, 2012 and 2011, and the period from September 22, 2006 (inception) to September 30, 2012, respectively.

Options to Acquire PA LLC Units

From May 21, 2012 to September 24, 2012, the Company granted certain of its employees 440,000 options, in the aggregate, to purchase Interests at an exercise price of $1.00 per Interest. The options vest over various terms, with 390,000 vested immediately upon grant, 30,000 vesting over a one-year period and 20,000 vesting based upon completion of a project. The fair value of the options when granted aggregated to $2.7 million and was calculated using the Black-Scholes pricing model with the following assumptions determined as of the date of grant: estimated fair value of the Interest of $6.48, expected term of 10 years, risk free interest rates ranging from 1.46% to 1.74%, an estimated volatility of 96.5%, and a dividend yield of 0%.

During the three- and nine-month periods ended September 30, 2012, approximately $0.1 million and $2.5 million, respectively, were charged to operations related to the outstanding options. Of the $2.5 million, $2.3 million was recognized as selling, general and administrative expense and $0.2 million was recognized as research and development expense, depending upon the recipient’s role in the Company. The fair value related to unvested options totaled $0.2 million and will be charged to operations over the remaining term of the options.

All of the above options were converted to options to acquire Class C units during the third quarter of 2012 pursuant to an election made by the individual option holders. The conversion was treated as a modification that did not result in any additional compensation expense as the fair value of the options to acquire Class B units was substantially equal to the fair value of the options to acquire Class C units as of the conversion date.

As of September 30, 2012, the options granted, net of forfeitures, totaled 420,000. Upon exercise, these options would be convertible into 1,764,000 shares of common stock at the discretion of the Company’s board of directors.

Stock Options

On June 17, 2009, the Company adopted the 2009 Equity Compensation Plan (the “2009 Plan”). The 2009 Plan is intended to provide employees, consultants and others the opportunity to receive incentive stock options and is limited to 4,000,000 shares of the Company’s common stock. The exercise price shall be equal to or greater than the fair value of the underlying common stock on the date the option is granted and its term shall not exceed 10 years. Awards shall not vest in full prior to the third anniversary of the award date.

On January 1, 2011, the Company granted its employees 623,000 options, in the aggregate, to purchase common shares at an exercise price of $8.00 per share. The options generally vest over a period of four years from the grant date and expire 10 years from the grant date. The grant date fair value of the options aggregated to $1.9 million and was calculated using the following assumptions determined as of the date of grant: estimated fair value of the common stock of $5.10, expected term of 6.25 years, risk free interest rate of 2.0%, an estimated volatility of 75.2%, and a dividend yield of 0%. The expected term of options granted to employees was based upon the simplified method allowed for “plain vanilla” options as described by SEC Staff Accounting Bulletin (“SAB”) No. 110. The fair value will be charged to operations over the remaining vesting periods commencing on the employee’s hire date or the grant date, depending upon terms of individual grants.

On June 30, 2011, the Company’s board of directors authorized the re-pricing of all outstanding stock options, changing the exercise price from $8.00 or $8.50 to $5.50 per option. In accordance with ASC 718-20-35-3, the Company computed the additional compensation cost as the fair value of the new awards in excess of the fair value of the original awards immediately before their terms were modified, using the Black-Scholes pricing model. This calculation used the following assumptions determined as of June 30, 2011: estimated fair value of the common stock of $5.10, remaining terms ranging from 4.75 years to 5.89 years (depending on the date of the original grant), risk free interest rate of 1.76%, an estimated volatility of 96.5%, and a dividend yield of 0%. The modification affected 1,240,000 options and resulted in aggregate additional compensation cost of $0.4 million. Of the total additional compensation cost, $0.2 million was expensed immediately as it related to options which were vested as of June 30, 2011, and $0.2 million will be expensed through 2014.

Due to the significant number of equity transactions that occurred during June of 2011, including the stock option modification discussed above and the stock option and the stock appreciation rights (“SARs”) issuances discussed below, the Company re-examined its volatility estimate and consequently increased it from 75.2% to 96.5% on a prospective basis. The Company estimates volatility in accordance with SEC SAB No. 107, “Share-based Payment” based on an analysis of expected volatility of share trading prices for a peer group of companies. Over a period of time similar to that of the expected option life, the volatility in share price of these alternative energy and clean-tech

companies averaged 70.4%. To account for the fact that the Company is in the development stage and can be expected to have a higher volatility at its present stage than the average of the comparable companies, the Company adjusted upward its volatility estimate. Specifically, the Company estimated its share volatility by calculating the average volatility of those members of its peer group that exhibited volatility measures in the top quartile of the group. Using this approach, the Company determined that a volatility estimate of 96.5% is appropriate in its fair value calculations.

On June 30, 2011, the Company’s board of directors authorized the grant of 616,000 options to employees, in the aggregate, to purchase common shares at an exercise price of $5.50 per share. Of the 616,000 options authorized, 351,000 were granted on June 30, 2011 and the remaining 265,000 were granted on July 21, 2011. The options generally vest over a period of four years from the grant date and expire 10 years from the grant date. The fair value of the options when granted aggregated to $2.4 million and was calculated using the Black-Scholes pricing model with the following assumptions determined as of the date of grant: estimated fair value of the common stock of $5.10, expected term of 6.25 years, risk free interest rate of 1.76%, an estimated volatility of 96.5%, and a dividend yield of 0%. The expected term of options granted to employees was based upon the simplified method allowed for “plain vanilla” options as described by SEC SAB No. 110. The fair value will be charged to operations over the remaining vesting periods commencing on the employee’s hire date or the grant date, depending upon terms of individual grants.

On May 17, 2012, the Company granted 200,000 options to its newly appointed Chief Financial Officer to purchase common shares at an exercise price of $5.50 per share. The options vest over a period of four years from the grant date and expire 10 years from the grant date. The fair value of the options when granted aggregated to $0.2 million and was calculated using the Black-Scholes pricing model with the following assumptions determined as of the date of grant: estimated fair value of the common stock of $1.60, expected term of 6.25 years, risk free interest rate of 0.73%, an estimated volatility of 96.5%, and a dividend yield of 0%. The expected term of the options was based upon the simplified method allowed for “plain vanilla” options as described by SEC SAB No. 110. The fair value will be charged to operations over the remaining vesting period commencing on the grant date.

On August 27, 2012, the Company granted 100,000 options to a member of senior management to purchase common shares at an exercise price of $5.50 per share. The options vest over a period of four years from the grant date and expire 10 years from the grant date. The fair value of the options when granted aggregated to $0.1 million and was calculated using the Black-Scholes pricing model with the following assumptions determined as of the date of grant: estimated fair value of the common stock of $1.60, expected term of 6.25 years, risk free interest rate of 0.68%, an estimated volatility of 96.5%, and a dividend yield of 0%. The expected term of the options was based upon the simplified method allowed for “plain vanilla” options as described by SEC SAB No. 110. The fair value will be charged to operations over the remaining vesting period commencing on the grant date.

The weighted average period over which options not vested through September 30, 2012 are expected to vest is 34 months. During the three months ended September 30, 2012 and 2011, approximately $0.1 million and $0.2 million, respectively, were charged to operations related to all of the outstanding options. During the nine months ended September 30, 2012 and 2011, and for the period from September 22, 2006 (inception) to September 30, 2012, approximately $0.1 million, $0.7 million, and $2.6 million, respectively, was charged to operations related to all of the outstanding options. The fair value related to unexercisable stock options as of September 30, 2012 totaled approximately $1.8 million and is expected to be expensed over the next four years.

A summary of stock option activity is as follows:

	Number of Shares			Weighted Average Exercise Price			Weighted Average Fair Value
Balance at December 31, 2008		-		$	-		$	-
Granted June 2009		1,072,500		$	5.50		$	2.70
Granted July 2009		45,000		$	5.50		$	2.83
Forfeited		(200,000	)	$	(5.50	)	$	(2.70	)
Balance at December 31, 2009		917,500		$	5.50		$	2.37
Granted January 2010		322,000		$	5.50		$	3.80
Forfeited		(247,750	)	$	(5.50	)	$	(2.95	)
Balance at December 31, 2010		991,750		$	5.50		$	2.68
Granted January 2011		623,000		$	5.50		$	3.27
Granted June 2011		351,000		$	5.50		$	3.96
Granted July 2011		265,000		$	5.50		$	3.96
Forfeited		(885,750	)	$	(5.50	)	$	(3.11	)
Balance at December 31, 2011		1,345,000		$	5.50		$	3.49
Granted May 2012		200,000		$	5.50		$	0.98
Granted August 2012		100,000		$	5.50		$	0.98
Forfeited		(773,938	)	$	(5.50	)	$	(3.29	)
Balance at September 30, 2012		871,062		$	5.50		$	2.81

The weighted average grant date fair value for vested options as of September 30, 2012 and 2011 was $3.63 and $3.11, respectively. The weighted average grant date fair value for unvested options as of September 30, 2012 and 2011 was $2.60 and $3.66, respectively.

The weighted average contractual life of stock options at September 30, 2012 and 2011 was as follows:

	2012		2011
Vested (yrs)		8.3		7.2
Unvested (yrs)		9.1		9.4
Total outstanding (yrs)		9.0		8.7

As of September 30, 2012, a total of 180,104 of the options granted were exercisable and the fair value of such options was $0.7 million. The Company estimates forfeiture rates at the time the options are granted and accounts for the difference between estimated forfeitures and actual forfeitures in the period in which they occur.

Inputs to both the Interest fair value calculation and the stock option Black-Scholes model are subjective and generally require significant judgment to determine. If, in the future, the Company determines that another method for calculating the fair value of its stock-based compensation is more reasonable, or if another method for calculating these input assumptions is prescribed by authoritative guidance, the fair value calculated for stock-based compensation could change significantly. Regarding stock options, higher volatility and longer expected terms generally result in an increase to stock-based compensation expense determined at the date of grant.

As of September 30, 2012, the aggregate intrinsic value of all stock options outstanding and expected to vest was $0.00 and the aggregate intrinsic value of currently exercisable stock options was $0.00. The intrinsic value of each option share is the difference between the estimated fair value of the Company’s stock and the exercise price of such option.

No stock options have been exercised as of September 30, 2012.

Stock Appreciation Rights

In November 2010, the Company issued one million SARs to Mr. Harris, its President and Chief Operating Officer, under the 2009 Plan. The vesting of these SARs was tied to continued employment with the Company and the accomplishment of certain milestones. Mr. Harris resigned from the Company during the first quarter of 2011, forfeiting all such SARs. The impact on all periods presented was not material.

In June 2011, the board of directors of the Company authorized the grant of one million SARs at a base grant price of $5.50 per share to its newly appointed Chief Executive Officer under the 2009 Plan. The SARs have a ten-year term and will vest in equal quarterly installments over a two-year period. In the event of a change of control (as defined in the 2009 Plan) or a qualified public offering (as defined in the executive’s employment agreement), the SARs will become 100% vested. The grant date fair value of the SARs aggregated to $3.8 million and was calculated using the Black-Scholes pricing model with the following assumptions determined as of the date of grant: estimated fair value of the common stock of $5.10, expected term of 5.75 years, risk free interest rate of 1.55%, an estimated volatility of 96.5%, and a dividend yield of 0%. The fair value will be charged to operations over the remaining vesting periods commencing on the grant date. For the three months ended September 30, 2012 and 2011, compensation expense related to these SARs of $0.5 million and $0.5 million, respectively, was charged to selling, general and administrative expense. For the nine months ended September 30, 2012 and 2011, and the period from September 22, 2006 (inception) to September 30, 2012, compensation expense related to these SARs of $1.4 million, $0.6 million, and $2.5 million, respectively, was charged to selling, general and administrative expense.

Note 9 Related Party Transactions

As described in Note 7, the Company’s principal stockholder has funded notes payable in support of the Company’s operations. These notes payable provide for the accrual of interest through their June 30, 2017 maturity date and $16.0 million and $10.4 million, of such accrued interest is included in accrued interest and expenses-related party as of September 30, 2012 and December 31, 2011, respectively. In addition, the Company’s principal stockholder has invoiced the Company for loan and corporate oversight expenses as well as out-of-pocket costs related to strategic and capital markets assistance. The total amount of such accrued expenses as of September 30, 2012 and December 31, 2011 was $1.1 million and $0.9 million, respectively, and is included in accrued interest and expenses-related party on the accompanying consolidated balance sheet. The Company’s principal stockholder has indicated that it will not require repayment of these accrued amounts until significant new funding is obtained from an unaffiliated source. There is no certainty as to whether such additional new funding will be obtained.

As described in Note 8, PetroTech exercised an option to acquire 2,029,337 ownership units in PA LLC.

Note 10 Subsequent Events

Debt Financing

On October 15, 2012 and November 1, 2012, PetroTech funded $0.8 million and $0.5 million, respectively, to PA LLC pursuant to the terms of separate senior secured term notes. The notes provide for interest at an annual rate of 12%, which is accrued as a payment-in-kind amount, and are due on June 30, 2017.

Class D Units

On November 8, 2012, the limited liability company agreement of PA LLC was amended and restated to provide for a new class of units (“Class D Units”) that are issuable to Parabel Inc. upon such terms and conditions as the board of directors of PA LLC may authorize.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information and Factors That May Affect Future Results

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written or oral statements that we make from time to time contain such forward-looking statements that set forth anticipated results based on management’s plans and assumptions. Such forward-looking statements involve substantial risks and uncertainties. We have tried, wherever possible, to identify such statements by using words such as “will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “forecast,” “goal,” “objective,” “aim” and other words and terms of similar meaning or by using future dates in connection with any discussion of future operating and financial performance, business plans and prospects, in-line products and product candidates, strategic review, capital allocation, and share-repurchase and dividend-rate plans. In particular, these include statements relating to future actions, business plans and customer prospects.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans and assumptions. Achievement of anticipated results is subject to substantial risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our Form 10-Q, 8-K and 10-K reports and our other filings with the SEC.

Our 2011 Annual Report on Form 10-K listed various important factors that could cause actual results to differ materially from past and projected future results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. Readers can find them in Part I, Item 1A, of that filing under the heading “Risk Factors.” We incorporate that section of that Form 10-K in this filing and investors should refer to it. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

Business

Parabel Inc. (the “Company”) provides renewable technology and solutions to address the global demand for new, economical sources of feed, food and fuel. The Company has developed proprietary technology, which it believes will enable customer licensees to grow, harvest and process locally-available aquatic plants (“micro-crops”) to create products for agriculture and energy markets in a profitable manner. To date, the Company has entered into four license agreements, each of which provide frameworks for commercial-scale build-out, with customer licensees in China, Malaysia, Chile and Ecuador.

The Company’s strategy is to license and provide management support for production facilities at locations with suitable climates for its technology to achieve maximum productivity, which are generally located within equatorial or tropical regions. To allow customer licensees to build out rapidly and efficiently, the Company has developed a scalable and flexible solution, based on modular growth units which enable phased construction and production operations. The Company intends to generate revenue from licensing fees and royalties primarily from customer licensees that are engaged in the global agriculture and energy markets, as well as from investment groups.

Using indigenous, non-genetically modified plants from the Lemnaceae family, the Company’s technology platform enables the production of Lemna Protein Concentrate (“LPC”), Lemna Meal (“LM”) and Biocrude. In the near-term, the Company is positioning LPC and LM in animal feed markets, as fish meal and alfalfa meal alternatives, respectively. Third-party testing commissioned by the Company has indicated the value and viability of the products in these applications. The Company believes that both products could also potentially be applied in fertilizer applications. With further technology and product development, the Company expects LPC to be applied in human food markets and, with the development of third-party conversion technologies, the Company expects Biocrude to be used as a feedstock for renewable fuels.

In October 2011, the Company entered into a license agreement with Asesorias e Inversiones Quilicura S.A. (“AIQ”), a customer licensee in South America, with initial construction and operation of a pilot-scale bioreactor (of less than one hectare) completed. On March 31, 2012, the testing period during which the Company monitored and evaluated growth within the bioreactor was concluded and AIQ concurred with the Company’s report declaring the success of the preliminary phase. As a result of the successful preliminary phase, the Company's agreement with AIQ provides that the Company and AIQ will proceed to Phase I, during which the first commercial-scale unit increment of 150 hectares, including growth, harvesting and processing modules, will be constructed on a turnkey basis (which means that the Company will design, have constructed and equip the facility, in return for payments billed on a progress basis, not to exceed a prescribed limit). After completion of Phase I, the Company's agreement with AIQ provides that the parties will proceed to Phase II, during which AIQ will continue to expand the facility in 150 hectare unit increments, including growth, harvesting and processing modules, until the facility forms a unit of approximately 5,000 hectares. The Company and AIQ are currently in Phase I under the terms of the agreement but construction of the commercial-scale unit of 150 hectares has not yet begun and is subject to further ongoing discussions between the parties.

In April 2012, the Company entered into a master framework agreement with China Energy Conservation and Environment Protection Group (“CECEP”)—Chongquing Industry Co., Ltd., an absolute holding subsidiary of CECEP. The agreement became effective on May 1, 2012 upon approval by the boards of directors of both parties. The agreement provides for the construction and operation of a micro-crop scientific research program in Hainan Province, China and a framework, subject to the achievement of certain milestones, for the subsequent build-out of ten commercial-scale license units of approximately 5,000 hectares each, in a phased approach at locations to be determined around the world.

In May 2012, the Company entered into a license agreement with Lemna Asia, which provides for the construction and operation of a pilot-scale bioreactor (of less than one hectare) in the Perak region of Malaysia for testing purposes, and a framework for the subsequent, incremental construction and operation of a full commercial-scale unit (approximately 4,800 hectares), which may consist of modules in different locations in Malaysia.

In August 2012, the Company entered into a license agreement with FertiGreen S.A. (a subsidiary of Probac S.A.), which provides a framework for the incremental construction and operation of a full commercial-scale unit (approximately 4,800 hectares) in Ecuador. The first phase will entail the construction and operation of a 300-hectare facility for commercial-scale production.

In September 2012, the Company’s board of directors approved a plan to wind-down and close the Company’s Fellsmere, FL facility so that the Company could focus exclusively on commercialization and deployment efforts at customer sites in other parts of the world.

Results of Operations

Three and Nine Months Ended September 30, 2012 Compared to Three and Nine Months Ended September 30, 2011

Revenue. During the three and nine months ended September 30, 2012, the Company recognized $0.0 million and $0.7 million, respectively, of previously deferred licensing revenue, as a result of the completion of the construction and testing of pilot-scale bioreactors for two customer licensees in South America, as discussed in Note 6 in the accompanying consolidated financial statements. No revenue was recognized during the three- or nine-month periods ended September 30, 2011.

Total costs and expenses. Total costs and expenses increased by $0.5 million, or 7.8%, to $6.8 million in the three months ended September 30, 2012 as compared to the same period in 2011. For the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011, total costs and expenses increased by $1.1 million, or 4.8%, to $22.9 million. The increase in the comparative quarters was primarily attributable to the increase in interest expense. During the comparative nine-month periods, increases in selling, general and administrative expenses and interest expense, partially offset by a decrease in research and development expenses, as described in detail below, contributed to the overall increase in total costs and expenses.

Selling, general and administrative expenses. Selling, general and administrative expenses include senior management and overhead costs, business development expenditures, system infrastructure support costs, finance and accounting costs, and intellectual property management costs. Selling, general and administrative expenses remained relatively flat at $2.2 million for each of the three-month periods ended September 30, 2012 and 2011.

For the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011, selling, general and administrative expenses increased by $1.8 million, or 22.9%, to $9.9 million. Equity compensation expenses increased by $2.8 million due to the options to acquire PA LLC interests issued during 2012 as well as the stock appreciation rights and stock options issued during 2011, net of forfeitures that arose from employee terminations. Travel expenses including lodging and meals and entertainment increased by $0.4 million in 2012 as compared to the same period in 2011due to an increase in business development efforts. These increases were partially offset by a decrease of $1.4 million in payroll-related expenses, primarily resulting from a 20.0% reduction in headcount due to selective personnel reductions as well as turnover in certain positions that management chose not to replace based upon the current business needs of the Company. The decrease in payroll-related expenses also includes a $0.4 million gain recognized during the second quarter of 2012 associated with the settlement of a deferred compensation liability.

Research and development expenses. Research and development costs include the research and experimentation of the various system components and the design and construction of the commercial-scale pilot system for customer demonstration. These expenses increased by $0.2 million, or 7.0%, to $2.3 million in the three months ended September 30, 2012 as compared to the same period in 2011. The increase was primarily attributable to materials and supplies and equipment rental increasing by $0.3 million in 2012 as compared to the same period in 2011 due to certain experiments that were conducted during the third quarter of 2012. This increase was partially offset by a $0.1 million reduction in impairment expense as there were no impairments during the third quarter of 2012 and by $0.1 million of equity compensation expense due to adjustments for actual termination-related forfeitures.

During the nine months ended September 30, 2012 as compared to the same period in 2011, research and development expenses declined by $2.3 million, or 27.5%, to $6.1 million. Equity compensation expense decreased $1.1 million during the nine months ended September 30, 2012 as compared to the same period in 2011, which was primarily related to $0.8 million recognized during the first quarter of 2011 due to the accelerated vesting of restricted ownership units previously issued to an employee of the Company. In addition, adjustments for actual termination-related forfeitures of employees whose roles were classified as research and development further decreased equity compensation expense during the nine months ended September 30, 2012 as compared to the same period in 2011. The headcount reduction of 14.6% accounted for a $1.3 million decrease in payroll-related expenses during the first nine months of 2012 as compared to 2011.

Interest expense – related party. Interest expense on notes payable – related party increased by $0.4 million or 24.3%, to $2.2 million in the three months ended September 30, 2012 as compared to the same period in 2011. For the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011, interest expense – related party increased by $1.8 million, or 37.7%, to $6.4 million. The increases were due to additional funding of the Company’s operations through notes payable from related parties over the last year. The balance of the notes totaled $84.2 million at September 30, 2012 and $72.1 million at September 30, 2011.

Depreciation expense. Depreciation expense decreased by $81,000, or 43.0%, to $108,000 in the three months ended September 30, 2012 from $189,000 in the same period in 2011. For the nine months ended September 30, 2012 as compared to the same period in 2011, depreciation expense decreased by $299,000, or 44.7%, to $370,000. The decrease during each of the 2012 periods as compared to the same periods in 2011 was due to assets which were fully depreciated or impaired over the last year, offset partially by the depreciation of new capital assets.

Non-controlling interest. As of September 30, 2012 and 2011, non-controlling interests collectively owned approximately 15.6% and 12.7% of PA LLC, respectively, and have been attributed their respective portion of the loss of PA LLC. The amount of loss attributed to non-controlling interests was $0.7 million and $0.8 million for the three months ended September 30, 2012 and 2011, respectively. For the nine months ended September 30, 2012 and 2011, non-controlling interests were assigned $2.5 million and $2.8 million of the net loss, respectively.

Liquidity and Capital Resources

Overview

To date, the Company has financed its operations primarily through loans from, and debt securities issued to, its principal stockholder. To a lesser extent, the Company has also raised funds by issuing equity securities to unrelated third parties. Since its inception through September 30, 2012, the Company has raised in the aggregate $114.1 million in debt and equity investments, with $104.2 million of this total raised from its principal stockholder and $9.9 million raised from unrelated third parties.

The Company had unrestricted cash and cash equivalents of $1.2 million as of September 30, 2012. Net cash provided by financing activities (primarily advances from the Company’s principal stockholder) was $4.1 million during the nine months ended September 30, 2012 as compared to $19.5 million in the same period in 2011.

The Company does not currently expect to receive a significant amount of additional funding from its principal stockholder. If the Company is unable to raise additional funding or generate sufficient cash flows from operations, the Company will be unable to continue in business beyond 2012.

Sources and Uses of Cash

At September 30, 2012, the Company had unrestricted cash and cash equivalents of $1.2 million, compared to $8.8 million at December 31, 2011.

Net cash used in operating activities was $11.7 million and $13.4 million, during the nine months ended September 30, 2012 and 2011, respectively. The decrease in cash usage from 2011 to 2012 was primarily attributed to cost savings resulting from the Company’s year-over-year headcount and associated compensation reductions described above in “Results of Operations”.

Net cash used in investing activities, which consisted primarily of the purchase of capital assets, was $0.2 million and $0.5 million, for the nine months ended September 30, 2012 and 2011, respectively. The decline in expenditures from period to period reflects the purchase of less equipment during 2012 than in 2011 because the Company’s ongoing improvements to its processing methods have recently been focused on rental of potential replacement equipment, some of which was purchased in the prior period.

Net cash provided by financing activities was $4.1 million and $19.5 million during the nine months ended September 30, 2012 and 2011, respectively, and primarily consisted of advances from the Company’s principal stockholder.

Senior Secured Credit Financings

Affiliates of the Company have provided borrowings under a senior secured structure, as described in more detail below:

	As of September 30, 2012
Note Payable to Valens U.S. SPV I, LLC	$	417,512
- Interest accrues monthly at an annual rate of 12%
- Note is due on June 30, 2017
Notes Payable to PetroTech		53,147,089
- Interest accrues monthly at an annual rate of 12%
- Note is due on June 30, 2017
Convertible Note Payable to PetroTech		10,000,000
- Interest accrues monthly at an annual rate of 12%
- Note is due on June 30, 2017 unless converted to common shares as described below
Up to $25,000,000 Note Payable to PetroTech		20,659,874
- Interest payable monthly and is drawn into note on a monthly basis at Prime + 2% (5.25% at September 30, 2012 and December 31, 2011)
- Note is due on June 30, 2017
- Permits additional draws to fund interest. Maximum balance of this note is limited to $25,000,000
Total Notes Payable - Related Party	$	84,224,475

The notes payable – related party are secured by all of the Company’s assets. The convertible note payable allows the holder (at the holder’s option) to convert all or any portion of the issued and outstanding principal amount and/or accrued interest and fees then due into shares of the Company’s common stock at a fixed conversion price of $5.43 per share.

Each note payable and the related master security agreement and equity pledge and corporate guaranty agreement contain provisions that specify events of default which could lead to acceleration of the maturity of the debt. These provisions prohibit the encumbrance or sale of the Company’s assets and require maintenance and insurance of the Company’s assets. The loan agreements do not contain any required financial ratios or similar debt covenants. Generally, an event of default would arise if the Company became insolvent, filed for bankruptcy, allowed a change in control or had unresolved judgments against its assets. As of September 30, 2012, none of these events had occurred.

The principal amount of debt obligations as of September 30, 2012 was $84.2 million, of which $20.7 million was outstanding at a floating rate of 2% over the prime interest rate and $63.5 million was outstanding at a fixed rate of 12%. Floating rate borrowings will lead to additional interest expense if interest rates increase.

The following table discloses aggregate information about the Company’s contractual obligations and period in which payments are due as of September 30, 2012:

	Payments due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years

Debt: principal	$	84,224,475	$	-	$	-	$	84,224,475	$	-
Debt: accrued interest to date (1)		15,993,451		-		-		15,993,451		-
Debt: estimated future interest (2)		46,644,191		-		-		46,644,191		-
Operating lease commitments		786,293		550,688		235,605		-		-
Total contractual obligations	$	147,648,410	$	550,688	$	235,605	$	146,862,117	$	-

(1) Represents the amount of interest that has been accrued through the balance sheet date on approximately $63.5 million of outstanding debt at an annual rate of 12%. This amount is due at the June 30, 2017 maturity date of the related debt.

(2) Estimated future interest represents the amount of interest expected to accrue until the maturity date of the related debt, which in all cases is June 30, 2017. The estimated amount is calculated from the current balance sheet date through maturity based upon the principal balance of each note and the applicable interest rate, which is compounded monthly at prime + 2% (assumed to be 5.25%) on approximately $20.7 million of debt and calculated on a non-compounded basis at 12% on the remaining principal amount.

The Company is currently in the development stage and anticipates accomplishing a transition from the development stage to operational status, depending upon the timing and extent of success achieved in accomplishing milestones, including:

•

preparation of technology and related processes for commercial deployment;

•

securing profitable license agreements with global customer licensees, which in turn depends upon the demand for feed and renewable energy technologies and, consequently, the demand for and price of the ultimate products produced by the Company’s technology;

•

the timing and cost of delivery of technology as required by license agreements with prospective customer licensees, which is expected to include the completion of design work specific to such customer licensees and oversight of the construction and successful operation of pilot plants at customer licensee locations; and

•

the ability and willingness of future customers to abide by the terms of the technology agreements and to pay license and royalties fees at agreed-upon rates.

While the Company has a limited but growing list of prospective customer licensees, the Company’s costs are mostly variable and the Company does not have significant commitments other than its debt and lease obligations. The Company has never been profitable and has incurred significant losses and cash flow deficits. For the nine months ended September 30, 2012 and 2011, and the period from September 22, 2006 (inception) to September 30, 2012, the Company reported net losses of $22.3 million, $21.9 million, and $162.0 million, respectively, and negative cash flows from operating activities of $11.7 million, $13.4 million, and $96.8 million, respectively. As of September 30, 2012, the Company had an aggregate accumulated deficit of $142.7 million. The Company anticipates that it will continue to report losses and negative cash flows during the fourth quarter of 2012. As a result of these net losses, cash flow deficits, and other factors, there is a substantial doubt about the Company’s ability to continue as a going concern.

The Company is exploring alternative private sources of financing, but it is uncertain whether the Company will be able to secure alternative private sources of financing. Therefore, the Company continues to carefully manage its cash resources and reduce overhead wherever possible. In September 2012, the Company’s board of directors approved a plan to wind-down and close the Company’s Fellsmere, FL facility so that the Company could focus exclusively on commercialization and deployment efforts at customer sites in other parts of the world. It is anticipated that the Fellsmere, FL facility will have no active operations by the end of November, 2012. The Company anticipates realizing significant reductions to its research and development expenses as a result of this closure.

The Company’s accompanying consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty. As of September 30, 2012, these adjustments would likely include the substantial impairment of the carrying amount of the Company’s non-cash assets of $1.7 million and potential contingent liabilities that may arise if the Company is unable to fulfill various operational commitments. In addition, the value of the Company’s securities, including common stock and warrants, would likely be significantly impaired. The Company’s ability to continue as a going concern is dependent upon it generating sufficient cash flow from operations and obtaining additional capital and financing.

Off-Balance Sheet Arrangements

As of September 30, 2012, the Company did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, the Company is not required to provide the information otherwise required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, the Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, the Company’s management, including the Company’s principal executive officer and principal financial officer, concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be disclosed in its periodic reports filed with the SEC.

Changes in Internal Control over Financial Reporting

During the most recent fiscal quarter, there have been no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not applicable.

Item 1A. RISK FACTORS

As a smaller reporting company, the Company is not required to provide the information otherwise required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

31.1*	Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*	Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*	Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*	Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101**	The following materials from Parabel Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, are formatted in XBRL (eXtensible Business Reporting Language); (i) Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011; (ii) Consolidated Statements of Operations for the three months ended September 30, 2012 and September 30, 2011, the nine months ended September 30, 2012 and September 30, 2011 and the 72 months ended September 30, 2012; (iv) Consolidated Statement of Changes in Stockholders’ Deficit as of September 30, 2012, and the years ended December 31, 2011, 2010, 2009, 2008, 2007 and 2006; (v) Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and September 30, 2011 and the 72 months ended September 30, 2012; and (vi) Notes to the Consolidated Financial Statements.

These exhibits are available upon request. Requests should be directed to the Investor Relations Department at Parabel Inc., 1901 S. Harbor City Blvd., Suite 600, Melbourne, FL 32901, telephone: 321-409-7500 begin_of_the_skype_highlightingend_of_the_skype_highlighting, email: investorrelations@parabel.com. The exhibit numbers followed by an asterisk (*) indicate exhibits physically filed with this Form 10-Q. The exhibit numbers followed by two asterisks (**) indicate exhibits included pursuant to Rule 406T of Regulation S-T and are deemed not filed for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURE

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 thereunto duly authorized.

	PARABEL INC.
Date: November 14, 2012	By:	/s/ SYED NAQVI
	Name:	Syed Naqvi
	Title:	Chief Financial Officer

Parabel Inc. 10-Q