Prospectus Supplement Filed Pursuant to Rule 424(b)(3)
File No. 333-197470
PROSPECTUS SUPPLEMENT NO. 26
DATED August 24, 2015 (To Prospectus Dated August 7, 2014)
AMEDICA CORPORATION
2,326,409 Shares of Common Stock
This Prospectus Supplement No. 26, dated August 24, 2015 (“Supplement No. 26”), filed by Amedica Corporation (the “Company”), modifies and supplements certain information contained in the Company’s prospectus, dated August 7, 2014 (as amended and supplemented from time to time, the “Prospectus”). This Supplement No. 26 is not complete without, and may not be delivered or used except in connection with, the Prospectus, including all amendments and supplements thereto. The Prospectus relates to the sale of up to 2,326,409 shares of our common stock by MG Partners II Ltd., or the Selling Stockholder, consisting of:
1,706,667 shares issued or issuable upon conversion of an aggregate principal amount of $6.4 million of our senior convertible notes, including accrued interest, subject to adjustment;
50,853 shares issued to the Selling Stockholder in connection with a securities purchase agreement dated June 30, 2014; and
568,889 shares issued or issuable to the Selling Stockholder upon exercise of warrants at an exercise price of $4.65 per share, subject to adjustment pursuant to the terms of the warrant.
This Supplement No. 26 incorporates into our prospectus the information contained in our attached Current Report on Form 8-Ks, which were filed with the Securities and Exchange Commission on August 04, 2015, August 12, 2015, August 13, 2015 and August 20, 2015.
We may further amend or supplement the Prospectus from time to time by filing additional amendments or supplements as required. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus. You should read the entire Prospectus and any amendments or supplements carefully before you make an investment decision.
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE 8 OF THE ORIGINAL PROSPECTUS.  
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if the Prospectus, or any of the supplements or amendments relating thereto, is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Supplement No. 26 is August 24, 2015







UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 


 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): August 4, 2015
 
Amedica Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-33624
 
84-1375299
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
1885 West 2100 South
Salt Lake City, UT
 
84119
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (801) 839-3500
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 






Item 8.01 Other Events.

On August 4, 2015, Amedica Corporation issued a press release announcing that all four submissions to the International Society for Technology in Arthroplasty (“ISTA”) were accepted for presentation during the 28th annual congress occurring September 30 - October 3, 2015 in Vienna, Austria. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits.
99.1    Amedica Corporation Press Release dated August 4, 2015.

 
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 hereunto duly authorized.
 
 
 
AMEDICA CORPORATION
 
 
 
 
Date: August 4, 2015
/s/ Ty Lombardi
 
Ty Lombardi
 
Vice President, Finance






Exhibit 99.1
Amedica to Present Research Supporting Femoral Head Development at the International Society for Technology in Arthroplasty
Four Scientific Presentations Demonstrate Superiority of Silicon Nitride over Existing Ceramics

SALT LAKE CITY, August 4, 2015 - Amedica Corporation (Nasdaq:AMDA), an innovative biomaterial company which develops and manufactures silicon nitride as a platform for biomedical applications, is pleased to announce all four submissions to the International Society for Technology in Arthroplasty (“ISTA”) were accepted for presentation during the 28th annual congress occurring September 30 - October 3, 2015 in Vienna, Austria.

“Our presentations will demonstrate the rationale for using silicon nitride in total hip ceramic bearings,” said Dr. Sonny Bal, chairman and CEO of Amedica Corporation. “Our scientific data will convincingly demonstrate the serious limitations of other existing ceramics, while highlighting the advantages of silicon nitride, even as we begin testing of our femoral head product. I’m very proud of our continued innovation and robust science, which will be presented at this important scientific forum.”
    
Accepted submission titles and their authors include:
Debunking the Myth That Ceramics Are Bioinert: Comparison of Alumina versus Silicon Nitride - B. Sonny Bal; Bryan McEntire; Mohamed Rahaman; Giuseppe Pezzotti
The Effect of Accelerated Aging on the Material Properties of Ceramic Femoral Heads - Bryan McEntire; B. Sonny Bal; Mohamed Rahaman; Giuseppe Pezzotti
Surface Modulation of Silicon Nitride Ceramics for Orthopaedic Applications - Ryan Bock; Bryan McEntire; B. Sonny Bal; Mohamed Rahaman; Marco Boffelli; Giuseppe Pezzotti
The Effect of Ceramic Femoral Head Material Composition on Polyethylene Structure and Oxidation in Total Hip Bearings - Giuseppe Pezzotti; Leonardo Puppulin; Marco Boffelli; Bryan McEntire; Mohamed Rahaman; Kengo Yamamoto; B. Sonny Bal

ISTA is an annual congress focused exclusively on arthroplasty and attracts the field’s leading surgeons, researchers and device makers from around the world. Of the more than 700 abstracts submitted for presentation approval at the annual congress, ISTA and its reviewers selected all four of the Company’s submissions.

About Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and, through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing OEM partnerships.

For more information on Amedica or its silicon nitride material platform, please visit www.amedica.com.

About ISTA
ISTA is a non-profit organization dedicated to advancing the art and science of joint replacement around the world. Every year the organization hosts a congress where the best clinicians, engineers, researchers, and industry members from across the globe come together to present and discuss leading edge work in the field of arthroplasty.

Forward-Looking Statements





This press release contains statements that constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this press release include the intent, belief or current expectations of Amedica of the impact of new scientific data with respect to silicon nitride in total hip ceramic bearings. Such forward-looking statements are subject to risks and uncertainties such as the timing and success of new product introductions, FDA review and clearance, physician acceptance, endorsement, and use of Amedica's products, regulatory matters, competitor activities, changes in and adoption of reimbursement rates, potential product recalls, effects of global economic conditions and changes in foreign currency exchange rates. Other factors that could cause actual results to differ materially from those contemplated within this press release can also be found in Amedica's Risk Factors disclosure in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 24, 2015, and in Amedica's other filings with the SEC. Forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date hereof.

Contact:
Mike Houston
VP, Commercialization & Communications
801-839-3534
mhouston@amedica.com






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 


 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): August 12, 2015
 
Amedica Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-33624
 
84-1375299
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
1885 West 2100 South
Salt Lake City, UT
 
84119
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (801) 839-3500
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 






Item 8.01 Other Events.

On August 12, 2015, Amedica Corporation issued a press release announcing Agência Nacional de Vigilância Sanitária (ANVISA) cleared its first generation Valeo™ silicon nitride interbody fusion devices and instrument sets for use in Brazil. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits.
99.1    Amedica Corporation Press Release dated August 12, 2015.

 
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 hereunto duly authorized.
 
 
 
AMEDICA CORPORATION
 
 
 
 
Date: August 12, 2015
/s/ Ty Lombardi
 
Ty Lombardi
 
Vice President, Finance






Exhibit 99.1
Amedica Announces Expansion of Global Silicon Nitride Sales
First Generation Silicon Nitride Interbody Fusion Devices and Instrument Sets Cleared for Immediate Use in Brazil

SALT LAKE CITY, August 12, 2015 - Amedica Corporation (Nasdaq:AMDA), an innovative biomaterial company which develops and manufactures silicon nitride as a platform for biomedical applications, is pleased to announce Agência Nacional de Vigilância Sanitária (ANVISA) cleared its first generation Valeo™ silicon nitride interbody fusion devices and instrument sets for use in Brazil.

"We are extremely excited to expand our global footprint and have an additional sales channel for our innovative first generation silicon nitride devices," said Dr. Sonny Bal, Chairman and CEO of Amedica Corporation. "Because our material is the only cleared alternative to PEEK and titanium systems in Brazil, we’ve established increased market interest in our differentiated biomaterial, which offers anti-infective properties and a favorable environment for bone growth. We plan to begin recognizing incremental revenue as early as this quarter now that our first generation is cleared for immediate distribution in Brazil."

The Company anticipates the clearance and expanded geographic sales footprint to further accelerate adoption of silicon nitride for use in biomedical applications. Amedica is committed to obtaining Brazilian clearance for its second generation Valeo II™ silicon nitride interbody fusion devices and instrument sets in the future.
    
About Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and, through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing OEM partnerships.

For more information on Amedica or its silicon nitride material platform, please visit www.amedica.com.

Forward-Looking Statements
This press release contains statements that constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements contained in this press release include the intent, belief or current expectations of Amedica of the impact of additional international distributors and clearance of the Company’s first generation products in Brazil and achieving clearance for its second generation Valeo II™ silicon nitride interbody fusion devices and instrument sets. Such forward-looking statements are subject to risks and uncertainties such as the timing and success of new product introductions, FDA review and clearance, physician acceptance, endorsement, and use of Amedica's products, regulatory matters, competitor activities, changes in and adoption of reimbursement rates, potential product recalls, effects of global economic conditions and changes in foreign currency exchange rates. Other factors that could cause actual results to differ materially from those contemplated within this press release can also be found in Amedica's Risk Factors disclosure in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 24, 2015, and in Amedica's other filings with the SEC. Forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date hereof.






Contact:
Mike Houston
VP, Commercialization & Communications
801-839-3534
mhouston@amedica.com






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 


 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): August 13, 2015
 
Amedica Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-33624
 
84-1375299
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
1885 West 2100 South
Salt Lake City, UT
 
84119
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (801) 839-3500
 
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 


 





Item 2.02 Results of Operations and Financial Condition.
On August 13, 2015, Amedica Corporation issued a press release providing second quarter 2015 financial results. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)      Exhibits.
 
99.1
Amedica Corporation Press Release dated August 13, 2015.

The information set forth in this Current Report under Item 2.02 and the exhibit attached hereto, shall be deemed “filed” rather than “furnished” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will not be incorporated by reference into filings by the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically provided otherwise in such filings.

 
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 hereunto duly authorized.
 
 
 
AMEDICA CORPORATION
 
 
 
 
Date: August 13, 2015
/s/ Ty Lombardi
 
Ty Lombardi
 
Vice President, Finance






Exhibit 99.1
Amedica Corporation Reports Second Quarter 2015 Financial Results
Year-to-Date Operational Cash Burn Levels Decreased by 37% Year-over-Year

SALT LAKE CITY, August 13, 2015 -- Amedica Corporation (Nasdaq:AMDA), an innovative biomaterial company which develops and manufactures silicon nitride as a platform for biomedical applications, today announced financial results for the second quarter ended June 30, 2015.

Second Quarter 2015 Highlights
Year-to-date operational cash burn levels decreased by 37% year-over-year.
Cash and cash equivalents totaled $12.4 million, while net cash used in operating activities during the first half of 2015 decreased by $3.1 million from the prior year period.
Two-year performance data from the CASCADE clinical trial will be available at the beginning of the fourth quarter 2015, with an anticipated final device clearance response from the FDA in late fourth quarter 2015 or early first quarter 2016.
Signed an original equipment manufacturer (OEM) letter of intent supply agreement with a leading orthopedic device design and manufacturing company.

"During this past quarter, we continued to make progress on our strategic initiatives," said Dr. Sonny Bal, Chairman and CEO of Amedica Corporation. "We continue our focus on financial discipline and I am very pleased with the private label and OEM partner progress we’ve made this past quarter. Despite sales declines since our necessary restructuring in the first half of this year, we remain confident in our strategy of becoming a biomaterials company. With the appropriate changes made, and based on valuable feedback, we anticipate increased adoption of our material going forward. We are acutely focused on bringing additional new and innovative solutions to the market throughout the balance of this year that offer distinct advantages toward improving efficacy in spinal fusion procedures. With recent operational, clinical, and regulatory accomplishments, Amedica is positioned to capture additional market share, enhance our ability to show the advantages of silicon nitride, and promote wider adoption of the material across a number of biomedical platforms."

Second Quarter 2015 Financial Results
For the three months ended June 30, 2015, total product revenue decreased $1.1 million, or 18%, as compared to the same period in 2014. The decrease was primarily due to decreased sales of non-silicon nitride products, which decreased by $0.7 million, or 23%, for the three months ended June 30, 2015 as compared to the same period in 2014. This decline was primarily due to lower metals sales as a result of a decline in the level of activity for a few key surgeons and a continued focus and investment in sales and marketing efforts of the Company’s silicon nitride products. Silicon nitride sales decreased by $0.3 million, or 13%, as compared to the same period in 2014. This decline was primarily attributable to the loss of a few key surgeons during the quarter, which was partially offset by increased recruiting efforts of our sales organization. These efforts have resulted in new surgeons using silicon nitride products, which the Company expects to outweigh the year-to-date declines in revenue in the second half of 2015.

Cost of revenue for the quarter decreased $0.2 million, or 15%, as compared to the same period in 2014. The decrease in cost of revenue was primarily a result of reduced sales for the current year period, as compared





to the same period in 2014. Excluding the impact of excess or obsolete inventory for both years, second quarter 2015 gross margins ended at 78% of total sales, as compared to 80% during the prior year period. Although product costs have reduced through production efficiencies and lower overhead costs, the decline in gross margins was due to private label sales during the second quarter of 2015, which have lower gross margins due to lower selling prices, but higher operating contribution margins since no commissions are paid and require less operating expenses to support these sales.

Operating expenses for the second quarter of 2015 declined by 60%, or $8.8 million, from the prior year period, to $6.0 million. This year-over-year decline in operating expenses is primarily due to the actions taken by the Company to simplify the organization and align financial objectives earlier in the year, as well as lower commission costs and a $6.6 million reduction in stock-based compensation expense during the second quarter of 2015.

Net loss for the second quarter was $5.9 million, compared to $13.2 million in the prior-year period, primarily as a result of reduced stock-based compensation and operating expenses for the period.

Adjusted EBITDA, which is defined as earnings before deductions for interest, taxes, depreciation, amortization, non-cash stock compensation expense, change in fair value of our derivative liabilities, offering costs, and loss on extinguishment of debt for the second quarter 2015 was ($2.0) million, compared to ($3.2) million for the prior year period.

Cash and cash equivalents totaled $12.4 million as of June 30, 2015. The decline in total cash burn year-over-year was driven by a decrease in operational cash burn of $4.1 million in the second quarter of 2015, as compared to the prior year period. Total principal debt obligations were $24.3 million as of June 30, 2015.

2015 Business Outlook
The Company maintains its previously stated estimates of total annual revenue in the range of $19-$20 million, which includes increased 2015 silicon nitride sales growth of 15-20%. The Company expects the impact from the previously announced financial and operational alignment actions to deliver $5-$7 million of annualized operating profit benefit. These changes are anticipated to reduce total cash burn, increase financial sustainability, and strengthen the balance sheet, positioning the Company to maintain compliance with all debt covenants into Q4 of this year and become operating cash flow breakeven during the second half of 2016. Additionally, the Company maintains its previously stated guidance of four OEM or private label partners to be announced during 2015.

Conference Call
The Company will hold an investor conference call to discuss the second quarter financial results on Thursday, August 13, 2015 at 5:00 p.m. Eastern Time. The Company invites all interested parties to join the call by dialing (855) 455-6055, any time after 4:50 p.m. Eastern Time on August 13th. The Conference ID number is 96945584. International callers should dial (484) 756-4308. A live audio webcast of the call will be available through a link on the Company's web site, at http://investors.amedica.com/events.cfm. The call will be archived telephonically for one week and can be accessed by calling (855) 859-2056 in the U.S., or (404) 537-3406 from outside the U.S. The Conference ID for the audio replay is 96945584.

About Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and through its partnership with Kyocera, the world's largest ceramic manufacturer.





Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing OEM partnerships.

For more information on Amedica or its silicon nitride material platform, please visit www.amedica.com.

Non-GAAP Financial Measures
This press release includes the following "non-GAAP financial measures" as defined by the Securities and Exchange Commission (SEC): Adjusted EBITDA and gross margin before deducting the provision for excess and obsolete inventory. These measures may be different from non-GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation of, or as a substitute for, the financial information prepared and presented in accordance with generally accepted accounting principles (GAAP). For a reconciliation of these non-GAAP financial measures to the nearest comparable GAAP measure, see "Reconciliation of Non-GAAP Financial Measures" included in this press release.

Forward-Looking Statements
This press release contains statements that constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include specifically, but are not limited to; the Company's anticipation of increased adoption of its material, the Company’s stated estimates of total annual revenue in the range of $19-$20 million, which includes increased 2015 silicon nitride sales growth of 15-20%, the Company's expectation that the impact from the previously announced financial and operational alignment actions will deliver $5-$7 million of annualized operating profit benefit and that these changes are anticipated to reduce total cash burn, increase financial sustainability, and strengthen the balance sheet, positioning the Company to maintain compliance with all debt covenants into Q4 of this year and become operating cash flow breakeven during the second half of 2016; and, the Company's previously stated guidance of four OEM or private label partners to be announced during 2015. These statements reflect the best judgment of our management, but involve a number of risks and uncertainties which could cause actual results to differ materially from those set forth in our estimates. Consequently, there can be no assurances that actual results for the year ending December 31, 2015 will be within the range of the preliminary estimates set forth above or that the Company will secure additional OEM or Private Label partners. Any variation between our actual results and the estimates set forth above may be material.  Such statements are subject to risks and uncertainties such as the timing and success of new product introductions, physician acceptance, endorsement, and use of Amedica's products, regulatory matters, competitor activities, changes in and adoption of reimbursement rates, potential product recalls, effects of global economic conditions and changes in foreign currency exchange rates. Additional factors that could cause actual results to differ materially from those contemplated within this press release can also be found in Amedica's Risk Factors disclosure in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 24, 2015, and in Amedica's other filings with the SEC.   Forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date hereof.






Amedica Corporation
Consolidated Balance Sheets - Unaudited
(in thousands, except share and per share data)
 
June 30, 2015
 
December 31, 2014
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
12,394

 
$
18,247

Trade accounts receivable, net of allowance of $49 and $54, respectively
2,509

 
2,513

Prepaid expenses and other current assets
1,312

 
1,247

Inventories, net
10,611

 
11,675

Total current assets
26,826

 
33,682

Property and equipment, net
3,009

 
3,515

Intangible assets, net
3,938

 
4,188

Goodwill
6,163

 
6,163

Other long-term assets
35

 
35

Total assets
$
39,971

 
$
47,583

Liabilities and stockholders’ equity (deficit)
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
831

 
$
778

Accrued liabilities
3,193

 
3,146

Current portion of long-term debt
19,766

 
19,070

Total current liabilities
23,790

 
22,994

Deferred rent
475

 
517

Long-term debt
2,779

 
3,061

Other long-term liabilities
177

 
134

Derivative liabilities
4,589

 
13,970

Commitments and contingencies
 
 
 
Stockholders’ equity (deficit):
 
 
 
Common stock, $0.01 par value; 250,000,000 shares authorized; 65,758,131
and 26,353,666 shares issued at June 30, 2015 and December 31, 2014, respectively
658

 
264

Additional paid-in capital
191,443

 
179,148

Accumulated deficit
(183,940
)
 
(172,505
)
Total stockholders’ equity
8,161

 
6,907

Total liabilities and stockholders’ equity
$
39,971

 
$
47,583







Amedica Corporation
Consolidated Statements of Operations and Comprehensive Loss - Unaudited
(in thousands, except share and per share data)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Product revenue
$
4,780

 
$
5,836

 
$
9,523

 
$
11,616

Costs of revenue
1,363

 
1,603

 
2,885

 
3,252

Gross profit
3,417

 
4,233

 
6,638

 
8,364

Operating expenses:
 
 
 
 
 
 
 
Research and development
1,553

 
3,041

 
3,396

 
3,632

General and administrative
1,334

 
6,280

 
3,361

 
9,355

Sales and marketing
3,126

 
5,540

 
6,483

 
10,061

Total operating expenses
6,013

 
14,861

 
13,240

 
23,048

Loss from operations
(2,596
)
 
(10,628
)
 
(6,602
)
 
(14,684
)
Other income (expense):
 
 
 
 
 
 
 
Interest income

 
5

 

 
8

Interest expense
(1,134
)
 
(554
)
 
(2,234
)
 
(1,084
)
Loss on extinguishment of debt

 
(1,596
)
 
(79
)
 
(1,596
)
Change in fair value of derivative liabilities
(923
)
 
(448
)
 
(1,100
)
 
(562
)
Loss on extinguishment of derivative liabilities
(1,245
)
 

 
(1,261
)
 

Other expense
(35
)
 
(18
)
 
(38
)
 
(34
)
Total other income (expense)
(3,337
)
 
(2,611
)
 
(4,712
)
 
(3,268
)
Net loss before income taxes
(5,933
)
 
(13,239
)
 
(11,314
)
 
(17,952
)
Provision for income taxes

 

 

 

Total comprehensive loss
$
(5,933
)
 
$
(13,239
)
 
$
(11,314
)
 
$
(17,952
)
Net loss per share attributable to common stockholders:
 
 
 
 
 
 
 
Basic and diluted
$
(0.11
)
 
$
(1.07
)
 
$
(0.28
)
 
$
(1.95
)
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic and diluted
54,337,365

 
12,419,110

 
40,765,322

 
9,211,077






Reconciliation of Non-GAAP Financial Measures:
To supplement our consolidated statements of operations and comprehensive net loss which are presented in accordance with GAAP, we use certain non-GAAP measures of components of financial performance. Although not measures of financial performance under GAAP, “Adjusted EBITDA” and “Gross Margin Before deducting the Provision for Excess and Obsolete Inventory” are provided for the use of investors in understanding our operating results and are not prepared in accordance with, nor do they serve as alternatives to GAAP measures, and may be materially different from similar measures used by other companies. We define "Adjusted EBITDA" as our earnings before deductions for interest, taxes, depreciation, amortization, stock-based compensation, change in fair value of derivative liabilities, offering costs and loss on extinguishment of debt. We define “Gross Margin before Deducting the Provision for Excess and Obsolete Inventory” as our gross margin before deducting the provision for excess and obsolete inventory. While not a substitute for information prepared in accordance with GAAP, management believes that this information is helpful for investors to more easily understand our operating financial performance. Management also believes these measures may better enable an investor to form views of our potential financial performance in the future. These measures have limitations as analytical tools, and investors should not consider these measures in isolation or as a substitute for analysis of our results prepared in accordance with GAAP.

Below is a reconciliation of Adjusted EBITDA to Net Loss for each of the periods presented (in thousands - unaudited):

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Net Loss
(5,933
)
 
(13,239
)
 
(11,314
)
 
(17,952
)
   Interest expense, net
1,134

 
550

 
2,234

 
1,077

   Depreciation
414

 
464

 
841

 
897

   Amortization
125

 
125

 
250

 
250

   Stock-based Compensation
82

 
6,841

 
704

 
8,202

   Change in fair value of derivative liabilities
923

 
448

 
1,100

 
562

   Loss on extinguishment of debt

 
1,596

 
79

 
1,596

   Gain/loss on extinguishment of derivative liabilities
1,245

 

 
1,261

 

Adjusted EBITDA
(2,010
)
 
(3,215
)
 
(4,845
)
 
(5,368
)

Below is a reconciliation of Gross Profit and Margin to Gross Profit and Margin Before deducting the Provision for Excess and Obsolete Inventory for each of the periods presented (in thousands - unaudited):
 
Three Months Ended June 30,
 
2015
 
2014
 
Gross Profit
 
Gross Margin
 
Gross Profit
 
Gross Margin
Gross profit and margin
$
3,417

 
71%
 
$
4,233

 
73%
Provision for excess and obsolete inventory
326

 
7%
 
415

 
7%
Gross profit and margin, excluding provision for excess and obsolete inventory
$
3,743

 
78%
 
$
4,648

 
80%

Contact:
Mike Houston
VP, Commercialization & Communications
801-839-3534
mhouston@amedica.com






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549





FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 19, 2015

Amedica Corporation
(Exact name of registrant as specified in its charter)

Delaware
 
001-33624
 
84-1375299
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

1885 West 2100 South
Salt Lake City, UT
 
84119
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (801) 839-3500


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))










Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Other Events.

On February 19, 2015, the Company received a letter from The Nasdaq Stock Market (“Nasdaq”) stating that the bid price of the Company’s common stock for the last 30 consecutive trading days had closed below the minimum $1.00 per share required for continued listing under Listing Rule 5550(a)(2) (the “Bid Price Rule”). The letter stated that the Company had 180 days, or until August 18, 2015, to demonstrate compliance by maintaining a minimum closing bid price of at least $1.00 for a minimum of 10 consecutive trading days.

On August 19, 2015, Nasdaq notified the Company that while the Company had not regained compliance with the Bid Price Rule, it was eligible for an additional 180-day grace period, or until February 15, 2016, to regain compliance with the Bid Price Rule. Nasdaq’s determination was based on the Company having met the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the Bid Price Rule, and on the Company’s written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

If we do not regain compliance with the Bid Price Rule by February 15, 2016, the Staff will provide written notification to us that our common stock will be delisted. At that time, we may appeal the Staff’s delisting determination to a NASDAQ Hearings Panel, or the Panel. We would remain listed pending the Panel’s decision. There can be no assurance that, if we do appeal the delisting determination by the Staff to the Panel, that such appeal would be successful.

A copy of the press release disclosing receipt of the NASDAQ letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits.
99.1    Amedica Corporation Press Release dated August 20, 2015.


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 hereunto duly authorized.


 
AMEDICA CORPORATION
 
 
 
 
Date: August 20, 2015
/s/ Ty Lombardi
 
Ty Lombardi
 
Vice President, Finance






Exhibit 99.1
Amedica Granted 180-Day Extension by NASDAQ to Regain Compliance with Minimum Bid Price Rule

SALT LAKE CITY, August 20, 2015 - Amedica Corporation (Nasdaq:AMDA), an innovative biomaterial company which develops and manufactures silicon nitride as a platform for biomedical applications, announced today that on August 19, 2015, it received a notification from the NASDAQ Stock Market indicating that the Company will have an additional 180-day grace period, until February 15, 2016 to regain compliance with NASDAQ’s $1.00 minimum bid requirement. The notification indicated that the Company did not regain compliance during the initial 180-day grace period provided under the rule. In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), the Company is eligible for the additional grace period because it meets the initial listing requirements for the NASDAQ Capital Market except for the bid price and provided written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

The NASDAQ letter does not impact Amedica’s listing on The NASDAQ Capital Market at this time and Amedica’s common stock will continue to trade under its current symbol "AMDA" during the additional 180-day compliance period.

The Company can regain compliance by maintaining a minimum closing bid price of $1.00 per share for 10 consecutive business days. If Amedica does not meet the minimum bid requirement during the 180-day grace period, NASDAQ will provide written notification to the Company that its common stock will be subject to delisting. At that time, the Company can ask NASDAQ for a hearing to present a plan to regain compliance.

About Amedica Corporation
Amedica is focused on the development and application of medical-grade silicon nitride ceramics. Amedica markets spinal fusion products and is developing a new generation of wear- and corrosion-resistant implant components for hip and knee arthroplasty. The Company manufactures its products in its ISO 13485 certified manufacturing facility and, through its partnership with Kyocera, the world's largest ceramic manufacturer. Amedica's spine products are FDA-cleared, CE-marked, and are currently marketed in the U.S. and select markets in Europe and South America through its distributor network and its growing OEM partnerships.

For more information on Amedica or its silicon nitride material platform, please visit www.amedica.com.

Forward-Looking Statements
This press release contains statements that constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties. For example, there can be no assurance that we will be able to maintain our listing on any NASDAQ market. Other factors that could cause actual results to differ materially from those contemplated within this press release can also be found in Amedica's Risk Factors disclosure in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission (SEC) on March 24, 2015, and in Amedica's other filings with the SEC. Forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to update any forward-looking statements as a result of new information, events or circumstances or other factors arising or coming to our attention after the date hereof.






Contact:
Mike Houston
VP, Commercialization & Communications
801-839-3534
mhouston@amedica.com