x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended March 31, 2012 | |
Or | |
¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from ________ to ___________ |
Delaware | 13-3864870 |
(State or other jurisdiction of | (IRS Employer Identification. No.) |
incorporation or organization) | |
35 East 62nd Street | 10065 |
New York, NY | (zip code) |
(Address of principal executive offices) |
Securities registered pursuant to Section 12(b) of the Act: | |
Title of each class | Name of each exchange on which registered |
common stock, $.0001 par value | Nasdaq Global Market |
PageNo. | ||
March 31, 2012 | December 31, 2011 | ||||||
ASSETS | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 42,588,476 | $ | 49,256,930 | |||
Accounts receivable | 1,932,610 | 2,637,103 | |||||
Inventory | 923,195 | — | |||||
Prepaid expenses | 460,242 | 356,898 | |||||
Deferred tax assets | 731,807 | 727,772 | |||||
Total current assets | 46,636,330 | 52,978,703 | |||||
Property, plant and equipment, net | 899,036 | 818,992 | |||||
Accounts receivable | 1,731,670 | — | |||||
Deferred costs | 1,506,692 | 250,072 | |||||
Goodwill | 898,334 | 898,334 | |||||
Other assets | 277,844 | 285,345 | |||||
Deferred tax assets, net | 37,077,715 | 35,149,031 | |||||
Total assets | $ | 89,027,621 | $ | 90,380,477 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities | |||||||
Accounts payable | $ | 3,903,352 | $ | 2,278,316 | |||
Accrued expenses and other current liabilities | 3,235,129 | 4,644,461 | |||||
Total current liabilities | 7,138,481 | 6,922,777 | |||||
Deferred revenue | 42,727,036 | 41,001,110 | |||||
Common stock warrants | 1,059,751 | 622,938 | |||||
Other liabilities | 152,384 | 147,586 | |||||
Total liabilities | 51,077,652 | 48,694,411 | |||||
Stockholders’ equity | |||||||
Common stock ($.0001 par value, 100,000,000 shares authorized, 51,638,352 and 51,637,352 issued and outstanding at March 31, 2012 and December 31, 2011, respectively) | 5,164 | 5,164 | |||||
Additional paid-in capital | 150,868,007 | 150,551,211 | |||||
Accumulated deficit | (112,923,202 | ) | (108,870,309 | ) | |||
Total stockholders’ equity | 37,949,969 | 41,686,066 | |||||
Total liabilities and stockholders’ equity | $ | 89,027,621 | $ | 90,380,477 |
Three Months Ended | |||||||
March 31, | |||||||
2012 | 2011 | ||||||
Revenues | |||||||
Research and development | $ | 1,465,752 | $ | 1,696,721 | |||
Operating expenses | |||||||
Selling, general and administrative | 2,213,877 | 4,250,056 | |||||
Research and development | 4,464,538 | 3,566,278 | |||||
Patent preparation fees | 336,298 | 341,827 | |||||
Total operating expenses | 7,014,713 | 8,158,161 | |||||
Operating loss | (5,548,961 | ) | (6,461,440 | ) | |||
(Increase) decrease in fair value of common stock warrants | (436,813 | ) | 1,762,958 | ||||
Other income (loss), net | 162 | (2,793 | ) | ||||
Loss before income taxes | (5,985,612 | ) | (4,701,275 | ) | |||
Benefit from income taxes | 1,932,719 | — | |||||
Net loss | $ | (4,052,893 | ) | $ | (4,701,275 | ) | |
Loss per share | $ | (0.08 | ) | $ | (0.09 | ) | |
Weighted average shares outstanding: basic and diluted | 51,637,770 | 49,959,345 |
Three Months Ended | |||||||
March 31, | |||||||
2012 | 2011 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (4,052,893 | ) | $ | (4,701,275 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||||||
Depreciation and other amortization | 103,354 | 165,182 | |||||
Increase (decrease) in fair value of warrants | 436,813 | (1,762,958 | ) | ||||
Stock based compensation | 315,106 | 1,181,252 | |||||
Changes in assets and liabilities: | |||||||
Accounts receivable | (1,027,177 | ) | 1,756,903 | ||||
Inventory | (923,195 | ) | — | ||||
Deferred costs | (1,256,620 | ) | — | ||||
Prepaid expenses | (103,344 | ) | (5,819 | ) | |||
Other assets | 7,501 | 25,876 | |||||
Deferred income taxes, net | (1,932,719 | ) | — | ||||
Accounts payable, accrued expenses and other current liabilities | 215,704 | (954,394 | ) | ||||
Deferred revenue | 1,725,926 | (22,610 | ) | ||||
Other liabilities | 4,798 | 12,887 | |||||
Net cash used in operating activities | (6,486,746 | ) | (4,304,956 | ) | |||
Cash flows from investing activities: | |||||||
Capital expenditures | (183,398 | ) | (43,509 | ) | |||
Proceeds from maturity of short term investments | — | 15,000,000 | |||||
Purchases of short term investments | — | (14,994,381 | ) | ||||
Net cash used in investing activities | (183,398 | ) | (37,890 | ) | |||
Cash flows from financing activities: | |||||||
Net proceeds from exercise of warrants and options | 1,690 | 1,846,708 | |||||
Net cash provided by financing activities | 1,690 | 1,846,708 | |||||
Net decrease in cash and cash equivalents | (6,668,454 | ) | (2,496,138 | ) | |||
Cash and cash equivalents at beginning of period | 49,256,930 | 6,332,053 | |||||
Cash and cash equivalents at end of period | $ | 42,588,476 | $ | 3,835,915 | |||
Supplemental disclosure of non-cash financing activities: | |||||||
Reclass of common stock warrant liability to additional paid-in capital upon warrant exercise | $ | — | $ | 970,816 |
Expected volatility | 71 | % | |
Expected life from grant date | 4.5 years | ||
Expected dividend yield | — | % | |
Risk-free interest rate | 0.61 | % |
Three Months Ended March 31, | |||||||
2012 | 2011 | ||||||
Net loss | $ | (4,052,893 | ) | $ | (4,701,275 | ) | |
Weighted-average shares | 51,637,770 | 49,959,345 | |||||
Loss per share: basic and diluted | $ | (0.08 | ) | $ | (0.09 | ) |
Three Months Ended March 31, | |||||
2012 | 2011 | ||||
Stock Options: | |||||
Weighted average number | 2,816,206 | 4,538,650 | |||
Weighted average exercise price | 4.37 | 3.51 | |||
Stock-Settled Stock Appreciation Rights: | |||||
Weighted average number | 295,006 | — | |||
Weighted average exercise price | 3.53 | — | |||
Restricted Stock Units: | |||||
Weighted average number | 109,011 | — | |||
Warrants: | |||||
Weighted average number | 2,292,660 | 2,502,369 | |||
Weighted average exercise price | 3.28 | 3.22 |
• | Level 1 – Quoted prices for identical instruments in active markets. |
• | Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. |
• | Level 3 – Instruments where significant value drivers are unobservable to third parties. |
March 31, 2012 | December 31, 2011 | ||||||
Vacation | $ | 282,727 | $ | 222,706 | |||
Bonus | 359,250 | 1,067,000 | |||||
Legal | 175,000 | 160,000 | |||||
Loss contingency | 2,050,000 | 2,050,000 | |||||
Other | 368,152 | 1,144,755 | |||||
Total | $ | 3,235,129 | $ | 4,644,461 |
10.1 | Amendment 0002 of Solicitation/Modification of Contract dated September 28, 2011, between SIGA and the Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services (portions of this exhibit have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment). |
10.2 | Amendment 0003 of Solicitation/Modification of Contract dated October 7, 2011, between SIGA and the Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services (portions of this exhibit have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment). |
10.3 | Amendment 0004 of Solicitation/Modification of Contract dated January 25, 2012, between SIGA and the Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services (portions of this exhibit have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment). |
10.4 | Amendment 0005 of Solicitation/Modification of Contract dated February 7, 2012, between SIGA and the Biomedical Advanced Research and Development Authority of the United States Department of Health and Human Services. |
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
101.DEF | XBRL Taxonomy Extension Definition Linkbase |
101.LAB | XBRL Taxonomy Extension Label Linkbase |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
SIGA TECHNOLOGIES, INC. | ||||
(Registrant) | ||||
Date: | May 7, 2012 | By: | /s/ Daniel J. Luckshire | |
Daniel J. Luckshire | ||||
Executive Vice President and | ||||
Chief Financial Officer | ||||
(Principal Financial Officer and | ||||
Principal Accounting Officer) |
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE | PAGE OF PAGES | ||||||||||||
N/A | 1 | 2 | ||||||||||||
2. AMENDMENT/MODIFICATION NO Modification 0002 | 3. EFFECTIVE DATE See Block 16 C | 4. REQUISITION/PURCHASE REQ. NO OS71451 | 5. PROJECT NO. (If applicable) N/A | |||||||||||
6. ISSUED BY CODE | N/A | 7. ADMINISTERED BY (If other than Item 6) CODE | N/A | |||||||||||
DHHS/ASPR/AMCG 330 Independence Avenue, SW, Room G640, Washington, DC 20201 | ||||||||||||||
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) | (X ) | 9A. AMENDMENT OF SOLICITATION NO. | ||||||||||||
SIGA TECHNOLOGIES, INC. 35 E 62nd Street New York, NY 10065 | 9B. DATED (SEE ITEM 11) | |||||||||||||
X | 10A.MODIFICATION OF CONTRACT/ ORDER NO. HHSO100201100001C | |||||||||||||
10B. DATED (SEE ITEM 13) | ||||||||||||||
CODE N/A | FACILITY CODE N/A | 5/13/2011 | ||||||||||||
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS | ||||||||||||||
~ The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers ~ is extended, ~ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment, you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. | ||||||||||||||
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A Appr. Yr. 2011 CAN: 1992002 Object Class: 25106 | ||||||||||||||
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. | ||||||||||||||
(Y) | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. | |||||||||||||
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). | ||||||||||||||
X | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: FAR 52.243-2 Changes – Cost Reimbursement, Alternate I (Apr 1984) | |||||||||||||
D. OTHER (Specify type of modification and authority) | ||||||||||||||
E. IMPORTANT: Contractor [] is not, [X] is required to sign this document and return _1_ copies to the issuing office. | ||||||||||||||
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible) PURPOSE: The purpose of this modification is to 1. Modify Section H.14 Key Personnel and replace Leslie Stonebraker with Matt Reeves as the Head of Supply Chain Management. 2. Modify CLIN 0007 adding funding to support Final Drug Product (FDP) process validation activities as outlined in section C.2. of the Statement of Objectives (SOO). See continuation sheet. FUNDS ALLOTED PRIOR TO MOD #2 $432,885,825.00 FUNDS ALLOTTED WITH MOD #2 $ 2,581,395.00 TOTAL FUNDS ALLOTED TO DATE $435,467,220.00 (Changed) EXPIRATION DATE: May 12, 2016 (Unchanged) CONTRACT FUNDED THROUGH: May 12, 2016 (Unchanged) Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect | ||||||||||||||
15A. NAME AND TITLE OF SIGNER (Type or print) Dennis E. Hruby Chief Scientific Officer | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Darrick A. Early, Contracting Officer DHHS/ASPR/AMCG | |||||||||||||
15B. CONTRACTOR/OFFEROR /s/ Dennis E. Hruby (Signature of person authorized to sign) | 15C. DATE SIGNED 28 Sep 2011 | 16B. UNITED STATES OF AMERICA BY /s/ Darrick A. Early (Signature of Contracting Officer) | 16C. DATE SIGNED 28 Sep 2011 |
Contract No. HHSO100201100001C Modification No.2 | Continuation Sheet | Page 2 of 2 |
1. | In support of activities in § C. Statement of Objective, paragraph C.2.and C.4 funds in the amount of [redacted] are being added to Contract Line Item Number (CLIN) 0007. Therefore CLIN 0007 “Estimated Cost” is increased by [redacted] and “Fee” is increased by [redacted]. The Total Cost Plus Fixed Fee for CLIN 0007 is now increased from [redacted] to [redacted]. |
CLIN# | Cost Type | Supply or Service | Estimated Cost | Fee | Total CPFF | |
7 | CPFF | Supportive Studies (Clinical/Non-Clinical) to include, but not limited to stability, non-clinical, and clinical studies as described in Sections C.2,and C.4) | [redacted] | [redacted] | [redacted] |
CLIN# | Cost Type | Supply or Service | Estimated Cost | Fee | Total CPFF | |
7 | CPFF | Supportive Studies (Clinical/Non-Clinical) to include, but not limited to stability, non-clinical, and clinical studies as described in Sections C.2,and C.4) | [redacted] | [redacted] | [redacted] |
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE | PAGE OF PAGES | ||||||||||||
N/A | 1 | 2 | ||||||||||||
2. AMENDMENT/MODIFICATION NO Modification 0003 | 3. EFFECTIVE DATE See Block 16 C | 4. REQUISITION/PURCHASE REQ. NO N/A | 5. PROJECT NO. (If applicable) N/A | |||||||||||
6. ISSUED BY CODE | N/A | 7. ADMINISTERED BY (If other than Item 6) CODE | N/A | |||||||||||
DHHS/ASPR/AMCG 330 Independence Avenue, SW, Room G640, Washington, DC 20201 | ||||||||||||||
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) | (X ) | 9A. AMENDMENT OF SOLICITATION NO. | ||||||||||||
SIGA TECHNOLOGIES, INC. 35 E 62nd Street New York, NY 10065 | 9B. DATED (SEE ITEM 11) | |||||||||||||
X | 10A.MODIFICATION OF CONTRACT/ ORDER NO. HHSO100201100001C | |||||||||||||
10B. DATED (SEE ITEM 13) | ||||||||||||||
CODE N/A | FACILITY CODE N/A | 5/13/2011 | ||||||||||||
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS | ||||||||||||||
~ The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers ~ is extended,~ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment, you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. | ||||||||||||||
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A N/A | ||||||||||||||
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. | ||||||||||||||
(Y) | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. | |||||||||||||
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). | ||||||||||||||
X | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: FAR 52.243-1 Changes – Fixed Price, (Aug1987) | |||||||||||||
D. OTHER (Specify type of modification and authority) | ||||||||||||||
E. IMPORTANT: Contractor [] is not, [X] is required to sign this document and return _1_ copies to the issuing office. | ||||||||||||||
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible) PURPOSE: This modification is for the attachment of CLIN 0017 Statement of Work (dated 9-17-2011; 3 pages) entitled Development of an ST-246 Oral Liquid Suspension Formulation / Powder for Reconstitution Formulation Suitable for Pediatric Use and is listed as attachment 13 under Section J (List of Attachments). The revision is in accordance with the contract requirement under section C.2.5, [redacted]. FUNDS ALLOTED PRIOR TO MOD #4 $435,467,220.00 FUNDS ALLOTTED WITH MOD #4 $ 0.00 TOTAL FUNDS ALLOTED TO DATE $435,467,220.00 (Unchanged) EXPIRATION DATE: May 12, 2016 (Unchanged) CONTRACT FUNDED THROUGH: May 12, 2016 (Unchanged) Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect | ||||||||||||||
15A. NAME AND TITLE OF SIGNER (Type or print) Dennis E. Hruby Chief Scientific Officer | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Darrick A. Early, Contracting Officer DHHS/ASPR/AMCG | |||||||||||||
15B. CONTRACTOR/OFFEROR /s/ Dennis E. Hruby (Signature of person authorized to sign) | 15C. DATE SIGNED 07 Oct 2011 | 16B. UNITED STATES OF AMERICA BY /s/ Darrick A. Early (Signature of Contracting Officer) | 16C. DATE SIGNED 7 Oct 2011 |
Contract No. HHSO100201100001C Modification No.3 | Continuation Sheet | Page 2 of 2 |
1. | Section J is revised by adding Attachment 13 – Liquid Formulation SOW |
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE | PAGE OF PAGES | ||||||||||||
N/A | 1 | 2 | ||||||||||||
2. AMENDMENT/MODIFICATION NO Modification 0004 | 3. EFFECTIVE DATE See Block 16 C | 4. REQUISITION/PURCHASE REQ. NO N/A | 5. PROJECT NO. (If applicable) N/A | |||||||||||
6. ISSUED BY CODE | N/A | 7. ADMINISTERED BY (If other than Item 6) CODE | N/A | |||||||||||
DHHS/ASPR/AMCG 330 Independence Avenue, SW, Room G640, Washington, DC 20201 | ||||||||||||||
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) | (X ) | 9A. AMENDMENT OF SOLICITATION NO. | ||||||||||||
SIGA TECHNOLOGIES, INC. 35 E 62nd Street New York, NY 10065 | 9B. DATED (SEE ITEM 11) | |||||||||||||
X | 10A.MODIFICATION OF CONTRACT/ ORDER NO. HHSO100201100001C | |||||||||||||
10B. DATED (SEE ITEM 13) | ||||||||||||||
CODE N/A | FACILITY CODE N/A | 5/13/2011 | ||||||||||||
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS | ||||||||||||||
~ The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers ~ is extended, ~ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment, you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. | ||||||||||||||
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A N/A | ||||||||||||||
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. | ||||||||||||||
(Y) | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. | |||||||||||||
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). | ||||||||||||||
X | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: FAR 52.243-1 Changes – Fixed Price, (Aug1987) | |||||||||||||
D. OTHER (Specify type of modification and authority) | ||||||||||||||
E. IMPORTANT: Contractor [] is not, [X] is required to sign this document and return _1_ copies to the issuing office. | ||||||||||||||
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible) PURPOSE: This modification revises section B.6 Advance Understandings and section F.6. Delivery Schedule. FUNDS ALLOTED PRIOR TO MOD #4 $435,467,220.00 FUNDS ALLOTTED WITH MOD #4 $ 0.00 TOTAL FUNDS ALLOTED TO DATE $435,467,220.00 (Unchanged) EXPIRATION DATE: May 12, 2016 (Unchanged) CONTRACT FUNDED THROUGH: May 12, 2016 (Unchanged) Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect | ||||||||||||||
15A. NAME AND TITLE OF SIGNER (Type or print) Dennis E. Hruby Chief Scientific Officer | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Darrick A. Early, Contracting Officer DHHS/ASPR/AMCG | |||||||||||||
15B. CONTRACTOR/OFFEROR /s/ Dennis E. Hruby (Signature of person authorized to sign) | 15C. DATE SIGNED 23 Jan 2012 | 16B. UNITED STATES OF AMERICA BY /s/ Darrick A. Early (Signature of Contracting Officer) | 16C. DATE SIGNED 25 Jan 2012 |
Contract No. HHSO100201100001C Modification No.4 | Continuation Sheet Block 14 | Page 2 of 2 |
1. | Section B.6.1. is modified to add the following advanced understanding: |
2. | Section F.6. [redacted] |
Delivery Number | Number of Courses | Delivery Date | Batches |
#1 | [redacted] | [redacted] | [redacted] |
#2 | [redacted] | [redacted] | [redacted] |
#3 | [redacted] | [redacted] | [redacted] |
#4 | [redacted] | [redacted] | [redacted] |
#5 | [redacted] | [redacted] | [redacted] |
#6 | [redacted] | [redacted] | [redacted] |
#7 | [redacted] | [redacted] | [redacted] |
#8 | [redacted] | [redacted] | [redacted] |
Total | [redacted] |
Delivery Number | Number of Courses | Delivery Date | Batches |
#1 | [redacted] | [redacted] | [redacted] |
#2 | [redacted] | [redacted] | [redacted] |
#3 | [redacted] | [redacted] | [redacted] |
#4 | [redacted] | [redacted] | [redacted] |
#5 | [redacted] | [redacted] | [redacted] |
#6 | [redacted] | [redacted] | [redacted] |
#7 | [redacted] | [redacted] | [redacted] |
#8 | [redacted] | [redacted] | [redacted] |
#9 | [redacted] | [redacted] | [redacted] |
#10 | [redacted] | [redacted] | [redacted] |
#11 | [redacted] | [redacted] | [redacted] |
Total | [redacted] |
AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT | 1. CONTRACT ID CODE | PAGE OF PAGES | ||||||||||||
N/A | 1 | 2 | ||||||||||||
2. AMENDMENT/MODIFICATION NO Modification 0005 | 3. EFFECTIVE DATE See Block 16 C | 4. REQUISITION/PURCHASE REQ. NO N/A | 5. PROJECT NO. (If applicable) N/A | |||||||||||
6. ISSUED BY CODE | N/A | 7. ADMINISTERED BY (If other than Item 6) CODE | N/A | |||||||||||
DHHS/ASPR/AMCG 330 Independence Avenue, SW, Room G640, Washington, DC 20201 | ||||||||||||||
8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code) | (X ) | 9A. AMENDMENT OF SOLICITATION NO. | ||||||||||||
SIGA TECHNOLOGIES, INC. 35 E 62nd Street New York, NY 10065 | 9B. DATED (SEE ITEM 11) | |||||||||||||
X | 10A.MODIFICATION OF CONTRACT/ ORDER NO. HHSO100201100001C | |||||||||||||
10B. DATED (SEE ITEM 13) | ||||||||||||||
CODE N/A | FACILITY CODE N/A | 5/13/2011 | ||||||||||||
11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS | ||||||||||||||
~ The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers ~ is extended, ~ is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment, you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. | ||||||||||||||
12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A N/A | ||||||||||||||
13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. | ||||||||||||||
(Y) | A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. | |||||||||||||
B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). | ||||||||||||||
X | C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: FAR 52.243-1 Changes – Fixed Price, (Aug1987) | |||||||||||||
D. OTHER (Specify type of modification and authority) | ||||||||||||||
E. IMPORTANT: Contractor [] is not, [X] is required to sign this document and return _1_ copies to the issuing office. | ||||||||||||||
14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible) PURPOSE: This purpose of this modification is to incorporate the Quality Agreement dated (January 2012; 19 pages), and is listed as attachment 14 under Section J (List of Attachments). The revision is in accordance with the contract requirement under section C.5.2, and F.3.3 – Reporting Requirements, Project BioShield Specific Deliverables 8. FUNDS ALLOTED PRIOR TO MOD #5 $435,467,220.00 FUNDS ALLOTTED WITH MOD #5 $ 0.00 TOTAL FUNDS ALLOTED TO DATE $435,467,220.00 (Unchanged) EXPIRATION DATE: May 12, 2016 (Unchanged) CONTRACT FUNDED THROUGH: May 12, 2016 (Unchanged) Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect | ||||||||||||||
15A. NAME AND TITLE OF SIGNER (Type or print) Dennis E. Hruby, PhD Chief Scientific Officer | 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Darrick A. Early, Contracting Officer DHHS/ASPR/AMCG | |||||||||||||
15B. CONTRACTOR/OFFEROR /s/ Dennis E. Hruby (Signature of person authorized to sign) | 15C. DATE SIGNED 02 Feb 2012 | 16B. UNITED STATES OF AMERICA BY /s/ Darrick A. Early (Signature of Contracting Officer) | 16C. DATE SIGNED 7 Feb 2012 |
Contract No. HHSO100201100001C Modification No.5 | Continuation Sheet Block 14 | Page 2 of 2 |
1. | Section J is revised by adding Attachment 14 – Quality Agreement |
1. | I have reviewed this annual report on Form 10-K of SIGA Technologies, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 7, 2012 |
/s/ Eric A. Rose, M.D. |
Eric A. Rose, M.D. |
Chairman and Chief Executive Officer |
1. | I have reviewed this annual report on Form 10-K of SIGA Technologies, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 7, 2012 |
/s/ Daniel J. Luckshire |
Daniel J. Luckshire |
Executive Vice President and Chief Financial Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Eric A. Rose, M.D. |
Eric A. Rose, M.D. |
Chairman and Chief Executive Officer |
May 7, 2012 |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Daniel J. Luckshire |
Daniel J. Luckshire |
Executive Vice President and Chief Financial Officer |
May 7, 2012 |
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Stock Compensation Plans
|
3 Months Ended | ||||||||||||||||||||||||
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Mar. 31, 2012
|
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Stock Compensation Plans The Company's 2010 Stock Incentive Plan (the “2010 Plan”) was initially adopted in May 2010. The 2010 Plan provided for the issuance of stock options, restricted stock and unrestricted stock with respect to an aggregate of 2,000,000 shares of the Common Stock to employees, consultants and outside directors of the Company. On May 17, 2011, the 2010 Plan was amended to provide for the issuance of restricted stock units (“RSUs”) and on February 2, 2012 the 2010 Plan was amended to provide for the issuance of stock appreciation rights (“SARs”). During the three months ended March 31, 2012, the Company granted RSUs and SARs under the 2010 Plan as described below. For the three months ended March 31, 2012 and 2011, the Company recorded stock-based compensation expense, including stock options, SARS and RSUs, of approximately $0.3 million and $1.2 million, respectively. Stock Appreciation Rights During the three months ended March 31, 2012, the Company granted 1.4 million shares of stock-settled share appreciation rights (“SSARs”) at a weighted average grant-date fair value of $0.68 per share. The exercise price of a SSAR is equal to the closing market price on the date of grant. The granted SSARs vest in equal annual installments over a period of three years and expire no later than seven years from the date of grant. The appreciation of each SSAR was capped at a determined maximum value. As these instruments are stock-settled, value will be provided in the form of SIGA stock. Due to the cap on value, of the 1.4 million SSARs granted, the maximum number of shares that could be issued is 462,854. As of March 31, 2012, $0.9 million of total remaining unrecognized stock-based compensation cost for SSARs is expected to be recognized over the weighted-average remaining requisite service period of 1.5 years. The fair value of granted SSARs has been estimated utilizing a Monte Carlo method. The Monte Carlo method is a statistical simulation technique used to provide the grant-date fair value of an award. As the issued SSARs were capped at maximum values, such attribute was considered in the simulation. The following table presents the weighted-average assumptions utilized in the valuations:
The Company calculates the expected volatility using a combination of SIGA’s historical volatility and the volatility of a group of comparable companies. The expected life from grant date was estimated based on the expectation of exercise behavior in consideration of the maximum value and contractual term of the SSARs. The dividend yield assumption is based on the Company’s intent not to issue a dividend in the foreseeable future. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected life of the SSARs. Restricted Stock Awards/Restricted Stock Units During the three months ended March 31, 2012, the Company granted 310,000 RSUs at a weighted-average grant-date fair value of $2.97 per share. The shares awarded vest in equal annual installments over a three year period. As of March 31, 2012, $0.9 million of total remaining unrecognized stock-based compensation cost for RSUs is expected to be recognized over the weighted-average remaining requisite service period of 1.5 years. |
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