Annual report pursuant to Section 13 and 15(d) 12-31-2016

Document and Entity Information

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Document and Entity Information - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2016
Dec. 26, 2017
Jun. 30, 2016
Document And Entity Information      
Entity Registrant Name AMEDICA Corp    
Entity Central Index Key 0001269026    
Document Type 10-K/A    
Document Period End Date Dec. 31, 2016    
Amendment Flag true    
Amendment Description

This Amendment No. 2 on Form 10-K/A for the year ended December 31, 2016, amends the Form 10-K that was originally filed with the U.S. Securities and Exchange Commission on September 19, 2017 and as subsequently amended pursuant to the Amendment No. 1 on Form 10-K/A filed with the U.S. Securities and Exchange Commission on December 12, 2017 (collectively, the “Original Filing”). The sole purpose of this Amendment No. 2 is to correct the consolidated balance sheet and the statement of operations and comprehensive loss and cash flows for the periods ended December 31, 2016 to include a derivative liability from the issuance of 1,054,167 common stock warrants during July 2016 that were previously recorded as equity. Based on the Company’s reassessment of relevant accounting guidance, the effect of this adjustment resulted in an increase to a non-cash other expense, an increase in a derivative liability and a decrease to additional paid-in capital. In addition, on November 10, 2017, the Company effected a 1 for 12 reverse stock split of the Company’s common stock. The par value and the authorized shares of the common and convertible preferred stock were not adjusted as a result of the reverse stock split. All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the reverse stock split.

 

For the convenience of the reader, this form 10-K/A sets forth the Original Filing, as amended, in its entirety; however, this Form 10-K/A amends and restates only the following financial statements and disclosures were impacted from the correction and reverse stock split:

 

  Updated the Consolidated Balance Sheet as of December 31, 2016, and the related statements of operations, stockholders’ equity and cash flows for the year then ended.
  Updated Note 1 – Reverse Stock Split to explain the 1 for 12 reverse common stock split.
  Updated Note 5 – Fair Value Measurements for the derivative liability from the issuance of warrants and the related assumptions used in valuing the derivative.
  Updated Note 7 – Debt for adjustments to common stock and common stock warrant numbers adjusted for the reverse stock split.
  Updated Note 8 – Equity for adjustments to common stock and common stock warrant numbers and adjustments for the reverse stock split.
  Updated Note 9 – Stock Based Compensation for adjustments to common stock and common stock option numbers adjusted for the reverse stock split.
  Updated Note 13 – Restatement of Consolidated Balance Sheet and related Statement of Operations, Stockholders’ Equity and Cash Flows.
  Updated Note 14 – Subsequent Events for adjustments to common stock and common stock warrant numbers adjusted for the reverse stock split.
  Additionally, we have also updated the signature page, the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, and 32, and our financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101.

 

In addition to the above financial statement and related disclosure corrections outlined, corresponding adjustments to Item 2: Management’s discussion and analysis of financial condition and results of operations have also been made. We are also filing Consents of Independent Registered Public Accounting Firm as Exhibits 23.1 and 23.2, and currently dated certifications from our Principal Chief Executive Officer and Principal Financial Officer as Exhibits 31.1, 31.2, and the Certification under Section 906 as Exhibit 32, as well as various exhibits related to XBRL. Except as described above, no other changes have been made to the Original Filing or any other exhibits. This Amendment speaks as of the filing date of the Original Filing and does not reflect events occurring after the filing date, or modify or update those disclosures that may be affected by subsequent events, except for the reverse common stock split mentioned above. As such, this form 10-K/A should be read in conjunction with the original filing.

   
Current Fiscal Year End Date --12-31    
Entity a Well-known Seasoned Issuer No    
Entity a Voluntary Filer No    
Entity's Reporting Status Current No    
Entity Filer Category Smaller Reporting Company    
Entity Public Float     $ 46,002,726
Entity Common Stock, Shares Outstanding   3,022,073  
Trading Symbol AMDA    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2016