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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 or
 o
    
    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: 000-54192
 REVA MEDICAL, INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    33-0810505(I.R.S. Employer
Identification No.)
 5751 Copley Drive, Suite B, San Diego, CA(Address of principal executive offices)
    
    92111(Zip Code)
 Registrants telephone number, including area code:
(858) 966-3000
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.0001 par value per share
    
    Australian Securities Exchange
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 Document Description
    
    10-K PartPortions of the registrants notice of annual meeting of
stockholders and proxy statement to be filed pursuant to
Regulation 14A within 120 days after registrants fiscal year
end of December 31, 2010 are incorporated by reference into
Part III of this report
    
    III




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##### 



REVA MEDICAL, INC.
 FORM 10-K  ANNUAL REPORT
For the Fiscal Year Ended December 31, 2010
 Table of Contents
 PagePART IItem 1. Business
    
    
    2Item 1A. Risk Factors
    
    
    24Item 1B. Unresolved Staff Comments
    
    
    41Item 2. Properties
    
    
    42Item 3. Legal Proceedings
    
    
    42Item 4. Shareholder Votes
    
    
    42PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters, and
Issuer Purchases of Equity Securities
    
    
    42Item 6. Selected Financial Data
    
    
    44Item 7. Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    45Item 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    56Item 8. Financial Statements and Supplementary Data
    
    
    56Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    
    56Item 9A. Controls and Procedures
    
    
    57Item 9B. Other Information
    
    
    57PART IIIItem 10. Directors, Executive Officers, and Corporate Governance
    
    
    57Item 11. Executive Compensation
    
    
    70Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    70Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    70Item 14. Principal Accountant Fees and Services
    
    
    70PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    70SIGNATURES
    
    
    71EX-31.1EX-31.2EX-32.1
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PART I
 Forward-Looking Statements
  
    
    our history of net losses and our expectation of significant operating losses for the
foreseeable future;
 
    
    inability to obtain regulatory clearance or approval for any of our products;
 
    
    increases in our projected expenditures on research and development and administrative
activities;
 
    
    failure of our ReZolvetm stent to meet our required clinical
specifications;
 
    
    failure of our products to gain market acceptance domestically or internationally;
 
    
    less than anticipated growth in the market for bioresorbable stents generally;
 
    
    changes in the regulatory environment which may adversely impact the commercialization of
our products and result in significant additional capital expenditures;
 
    
    inability to attract or retain skilled personnel for our product development and
commercialization efforts;
 
    
    inability to protect our intellectual property and operate our business without infringing
upon the intellectual rights of others, which could result in litigation and significant
expenditures; and
 
    
    refusal of third-party payors to reimburse our customers for use of products.
  Currency
  Corporate Information
 www.revamedical.com
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ReZolve tm
 
 Item 1. Business
 Overview
 ReZolve tm ReZolve tm
 ReZolve tm ReZolve tm
 ReZolve tm ReZolve tm ReZolve tm
 Market Opportunity
 Coronary Artery Disease
   2




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Current Interventional Treatments for Coronary Artery Disease
   3




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Coronary Artery Bypass Surgery.
 Balloon Angioplasty. The New England Journal of Medicine
 Bare-Metal Stents.
 
    
    Target Lesion Revascularization, or TLR, which measures the incidence of restenting or
bypass surgery required, due to failure of the initial coronary angioplasty and stenting; and
 
    
    Material Adverse Coronary Events, or MACE, being events of death, ischemia, or heart
attack, where the target is to have as low a rate of MACE as possible.
 The New England
Journal of Medicine
 Drug-Eluting Metal Stents.
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Plavix Ticlid The
New England Journal of Medicine
 Bioresorbable Stents.
 Coronary Stent Market
 ReZolve tm
  
    
    approximately $2.2 billion in the U.S. with sales of approximately 1.4 million stent
implants, with these stents constituting approximately 90% of all interventional procedures
in the U.S.;
 
    
    approximately $2.3 billion in Europe with sales of approximately 1.8 million stent
implants, with these stents constituting approximately 90% of all interventional procedures
in Europe; and
 
    
    approximately $0.7 billion in Japan with sales of approximately 0.3 million stent implants,
with these stents constituting approximately 88% of all interventional procedures in Japan.
  Our Products
 ReZolve TM Stent
 ReZolve tm
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ReZolve tm
 ReZolve tm ReZolve tm ReZolve tm ReZolve tm ReZolve tm ReZolve tm
 Intended Key Features
    
    DetailsDeliverable for intended use
    
    Able to be implanted with minimally invasive techniques. Resorbs leaving no
device.Efficacy
    
    Restores natural movement to artery following resorption.Minimal recoil
    
    Limited stent recoil, which we believe decreases the risk of restenosis.Expansion range
    
    Clinically-relevant expansion range due to ratchet mechanism, which allows
our stents to be ratcheted open to achieve various sizes during the implant
procedure.Treats 2.75 mm diameter
arteries and above
    
    Meets standard size requirements and is able to treat a variety of patients.Standard deployment
    
    Catheter mounted with handling and storage the same as current clinical
practice.Radiopaque
    
    Visible by the cardiologist seeking to check the placement in the artery
during and post-implant.
 ReZolve tm
 ReZolve tm
 
    
    Comparative Testing.Animal implants have been undertaken to assess our stent technology
functionality as compared to commercially available metal stents. We have undertaken
significant laboratory and preclinical testing on the development of our stent technology
over the last ten years which has shown that our technology and the
ReZolvetm stent is safe and effective in animals, with more than 1,000
stents tested across various animal models. In the 90 days following implant, our preclinical
tests have shown that the ReZolvetm stent maintains the opening of the
artery. Studies of our technology show that as the polymer degrades, the artery heals and
becomes more like an unstented artery. Following stent implant, the lumen size, or the inside
area of the artery, increased after our stent started to and continued to resorb over time,
leaving a more normal lumen area. The lumen size of arteries supported by metal stents
implanted as a control in these animal studies was almost unchanged.
The following chart summarizes some of our animal studies.
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Below: Animal testing of change in lumen size from time of implant
 
 
    
    Strength, Embrittlement, and Fatigue Testing.We have conducted engineering and life cycle
testing with machines that are designed to replicate both the physiological conditions in the
coronary artery as well as measure the maximum stress levels that our technology can
withstand. To date, these preclinical tests have demonstrated satisfactory design and polymer
strength, low levels of embrittlement of the polymer, and resistance to fatigue prior to
significant degradation of the stent.
 
    
    Biocompatibility Testing.The biological response to our stent technology has been
evaluated by assessing healing in the animal coronary arteries using standard microscopy for
stented arteries. To date, these studies have demonstrated the polymer is safe and no adverse
response occurs in the artery even while the polymer degrades.
 
    
    Rate of Degradation Testing.We have tested degradation of the polymer, as the stent needs
to maintain its structural integrity for approximately a 90-day period following stenting to
allow sufficient time for the artery to heal. To date, these studies have demonstrated that
our technology maintains its structural integrity and strength during the critical 90-day
period. By design, at 12 months, the stent no longer has significant mechanical strength, and
the polymer begins to resorb and be eliminated from the animals body which continues for
approximately four years, after which only tiny particles of the original polymer remain. A
study of the byproducts resulting from the resorption of our stent showed no accumulation in
key organs or tissues of the animals body and a substantial portion of the byproducts were
cleared from the body.
 
    
    Toxicity Testing.Our polymer material has been tested for toxicity and has been shown to
date to be safe. As required by ISO-10993-1 regulations, our technology has undergone
laboratory testing for genotoxicity. To date, our studies have shown that there is no change
to the DNA or chromosomes of cells tested and no other genetic effect showing our polymer is
genotoxic. In addition, we have also conducted tests for several other types of toxicity
which have demonstrated to date that the polymer is safe. In addition to these laboratory
tests, we have also conducted follow-up tests on the patients who were implanted with an
early generation of our stents in 2007, and after three years of exposure to the polymer and
breakdown of products in these patients, the vessels remain open and no long-term adverse
clinical events related to the stent have been reported.
 
    
    Testing of Drug Coating.The act of placement of the stent in the artery can injure the
diseased vessel and the bodys wound-healing process can cause excessive scar tissue to form
inside the stent, or in-stent restenosis. The drug sirolimus has been shown to minimize the
overgrowth of tissue thereby minimizing the incidence of in-stent restenosis. In animal
studies, we have tested the effects of the drug sirolimus, which is applied to the stent
surface of the ReZolvetm stent as a coating. This drug is already used
for other drug-eluting stents due to a recognized safety profile and efficacy at reducing
restenosis. Our studies demonstrated no major drug toxicity.
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Potential Advantages of the ReZolve tm Stent Design
 ReZolve tm
 
    
    Restoration of the Vessel Movement and Decreased Risk of Adverse Effect.We believe adverse
long-term reactions will be reduced due to the ability of our stent to be resorbed by the
body over time. As our ReZolvetm stent dissolves, and the lesion has
healed, the expansion and contraction of the vessel is restored without the restrictions of a
permanent metal structure. We believe our stent has the potential to minimize disease
progression downstream as the artery and blood flow are restored.
 
    
    Minimization of Thrombosis Risk and Reduction of Long-Term Drug Therapy.We believe the
potential for late-stent thrombosis is reduced because the stent becomes fully encapsulated
into the artery where it safely dissolves over time. We believe these characteristics will
help in reducing the incidence of blood clots, potentially decreasing the need for prolonged
anti-platelet drug therapy.
 
    
    Enhanced Applications for Future Medical Treatment.We believe as our
ReZolvetm stent dissolves, the potential complications to subsequent
medical treatments are reduced. A patient can likely undergo restenting, receive treatment
more easily for lesions which are located downstream from the original stent, and undergo
surgical procedures to the arteries without metal obstruction. In addition, we believe a
significant potential application of our products is for their use as delivery vehicles for
agents such as drugs and genes in coronary arteries for the treatment of a number of
different lesions, including the treatment and reduction of vulnerable plaque. As a result,
we believe our ReZolvetm stent will be able to treat a broader range of
lesions more safely than todays stent alternatives. The ReZolvetm stent
also will not inhibit the use of MRI, thereby allowing physicians to non-invasively study
coronary flow. As the stent loses radiopacity following implant, we believe the same will be
true with CT imaging.
 ReZolve tm
 
    
    Proprietary Stent Design and Strong and Resilient Polymer.Our proprietary slide & lock
design enables the ReZolvetm stent to be expanded with minimal
deformation of the polymer; therefore, maintaining the strength of the material. Our
proprietary polymer is also less prone to breaking than other polymers that have been tested
for this application, and we believe the strength is maintained during the critical 90-day
healing period following stent placement. We believe our ability to customize our polymer
formulation will allow us to create products for additional applications. For example, we
believe our polymer and stent technology could eventually be used to develop stents for use
in peripheral arteries of the leg where stents are prone to crushing and fractures, such as
in femoral arteries.
 
    
    No Change to Clinical Practice.Our stent with its sheath can be deployed using a standard
balloon catheter and does not require any change to storage, handling, or delivery of the
stent. The stent can be stored at controlled room temperature conditions without the
necessity of heating or refrigeration prior to use.
 
    
    Controlled Resorption Rate.The polymer we use is designed to degrade from the body in a
predictable and safe manner. The polymer degrades and can then be cleared from the body. The
degradation profile of future polymer formulations may be adjusted to maximize the benefit
for patient outcomes.
 
    
    Biocompatible and Safe.While we do not have any human clinical data with respect to the
current version of our polymer, we previously performed human clinical trials with an earlier
version of our polymer and this version did not show any adverse biological reactions at 34
months post-stenting. In developing our current polymer, we modified our original polymer to
enhance mechanical properties and address structural issues identified in our human clinical
trials. The current polymer is similar in composition and contains approximately 85% of the
same material as the original version of our polymer. The previous and the current
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polymers have demonstrated equal biocompatibility in preclinical testing. Our animal studies to
date have shown that at 12 months post-stenting in pigs and rabbits that current version of
our polymer has not shown any indications of adverse biological reactions while the stent material is degrading, consistent with the original version of our polymer. We believe the
current version of our polymer addresses the structural issues identified in our human
clinical trials without adversely affecting biocompatibility.
 
    
    Visible Using Standard Imaging Techniques.Our ReZolvetm stent is
visible under x-ray, thereby allowing physicians the ability to see the stent during
placement and at early patient evaluations. It is also compatible with MRI and CT imaging,
both of which imaging technologies may become more widely used in the diagnosis and treatment
of coronary artery disease.
 ReZolve tm ReZolve tm ReZolve tm
 Our Strategy
  
    
    Demonstrate the Clinical Safety and Efficacy and Gain Regulatory Approval of our
ReZolveTMStent.We intend to demonstrate the clinical safety and efficacy of our
ReZolvetm stent through carefully structured clinical studies with pilot
human clinical trials of our ReZolvetm stent expected to begin in the
second quarter of 2011. We plan to use these pilot studies to support our application to
start the pivotal human clinical trial required to obtain CE Mark approval in the EU which
will allow for commercial sales of the ReZolvetm stent in the EU. We have
developed a clinical and regulatory plan designed to achieve CE Mark approval and are
targeting first commercial product sales in the EU by the end of 2013. We intend to use the
data from the CE Mark human trials to support applications for an Investigational Device
Exemption, or IDE, for U.S. clinical trials which we expect to commence following the CE Mark
human trials.
 
    
    Commercialize and Drive Adoption of our ReZolveTMStent.Following regulatory
approvals, we plan to commercialize our products. Once the clinical trials designed to
achieve CE Marking are underway, our strategy will be to advance our commercialization plan
in anticipation of the approval to allow for commercial sales of our products in the EU and
related markets such as Australia. In order to meet commercial demand for our products, we
intend to invest in the expansion of our manufacturing capabilities to required levels. Based
on the early clinical data from our human clinical trials in the EU, we will then plan the
commencement of our larger and more costly U.S. Food and Drug Administration, or FDA,
clinical trial in order to seek to achieve PMA for commercial sales of our products in the
U.S. We have granted BSC an option for a worldwide, exclusive right to sell, market and
distribute our products, subject to certain requirements. See  Distribution and License
Agreements for additional information.
 
    
    Build Awareness and Support Among Leading Physicians.Our clinical development strategy is
to closely collaborate with key opinion leaders in the field of interventional cardiology. We
believe these key opinion leaders can be valuable advocates of our technology and be
important in the market adoption of our products once our products are approved and
commercialized. In addition, we intend to look to these physicians to generate and publish
scientific data that further supports the benefits of our stent technology.
 
    
    Leverage Our Technology Platform into Other Therapeutic Areas.We believe that our
technology is applicable in other therapeutic areas outside of coronary artery disease. For
example, we intend to pursue the use of our technology for the treatment of peripheral artery
disease. Currently, we believe treatments of peripheral artery disease, particularly in the
femoral artery, have demonstrated only marginal benefit. We believe, however, the application
of our technology to the development of a bioresorbable peripheral stent could be significant
in this expanding market.
 
    
    Explore Licensing Opportunities.We intend to explore opportunities to leverage our
intellectual property portfolio through licensing our technology to third parties or through
the establishment of partnerships. For example, we are currently seeking a partner interested
in licensing our side-chain crystalizable polymer for use as a flowable cement for orthopedic
applications.
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
    
    Expand and Strengthen Our Intellectual Property Portfolio.We plan to continue to expand
our current intellectual property portfolio. While we believe that our current portfolio will
allow us to effectively market our products for the treatment of coronary artery disease, we
plan to originate, license, and acquire additional intellectual property to enhance our
existing position and enable us to more effectively protect our technology.
 
    
    Provide the Highest Quality Products for Our Customers and Patients.We have assembled a
team of experienced professionals in the medical device industry who are focused on patient
safety and product quality. We incorporate these principles in every aspect of our business
including product development, manufacturing, quality assurance, and clinical research. We
intend to build on this foundation by offering only the highest quality products to patients
and physician customers.
 Our Technology
 Slide & Lock Stent Design
   
    
    Non-Deformable Design.All metal stents currently commercially available use deforming
technology where the stent is crimped down onto the catheter mounted balloon and as the
balloon expands, so does the device, until it reaches the desired size. Stents that bend open
in this manner are called deformable stents. When polymers are stretched, they can lose
strength and become prone to breakage. We believe our non-deformable ratcheting design is a
key component to developing a strong bioresorbable stent.
 
    
    Spiral Design which Maximizes Strength while Minimizing Bulk.In metal stents, the ultimate
strength of the material prevents excessive recoil of the device post expansion. Polymer
stents do not have the strength of metal and often break, recoil to a smaller diameter, or
collapse entirely. We believe our spiral design offers an appropriate level of radial
strength to overcome these issues while minimizing bulk.
 
    
    Large Expansion RangeOne potential drawback of utilizing existing polymer stent technology
is the lack of expansion range which can be achieved during implantation. The slide & lock
mechanism allows our stents to be ratcheted open to achieve various sizes, similar to
commercially available metal stents, and overcomes this drawback. Existing technology
generally requires that treating physicians more accurately assess the correct size of the
coronary artery based on angiography, since further expansion of the device post implant, a
common technique to improve the position of the stent in relation to the artery wall, is
limited due to potential fracture and recoil. With a limited expansion range, additional
stent sizes may be required to accommodate existing clinical practice. We believe that with
our slide & lock technology, the physician will be able to further expand the stent, as
currently done in clinical practice, without the need for excessive stent sizes.
 Polymer Composition
    
    
    Strength.Strength and structural integrity is important during the critical 90 day healing
period following stenting. We have developed our polymer such that, in conjunction with our
design, it maintains the strength and structural integrity necessary to support an artery
during the critical 90 day healing period. We believe our specific polymer formulation is
less prone to cracking and breakage than other polymers.
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
    
    Biocompatibility.While we do not have any human clinical data with respect to the current
version of our polymer, we previously performed human clinical trials with an earlier version
of our polymer and this version did not show any adverse biological reactions at 34 months
post-stenting. In developing our current polymer, we modified our original polymer to enhance
mechanical properties and address structural issues identified in our human clinical trials.
The current polymer is similar in composition and contains approximately 85% of the same
material as the original version of our polymer. The previous and the current polymers have
demonstrated equal biocompatibility in preclinical testing. Our animal studies to date have
shown that at 12 months post-stenting in pigs and rabbits, the current version of our polymer
has not shown any indications of adverse biological reactions while the stent material is
degrading, consistent with the original version of our polymer. We believe the current
version of our polymer addresses the structural issues identified in our human clinical
trials without adversely affecting biocompatibility or safety.
 
    
    Predictable Degradation and Resorption.Our polymer degrades into metabolites (being three
monomers and carbon dioxide) and can then be cleared from the body. The degradation profile
of future polymer formulations may be adjusted for specific applications. We believe future
generations of our bioresorbable stent may employ formulations that will allow a more rapid
degradation process to occur which will facilitate, for example, the short-term treatment of
vulnerable plaque with drugs.
 
    
    Visibility.The use of iodine in the polymer enables our stent to be visible under x-ray as
well as standard fluoroscopy. This visibility is similar to commercially available metal
stents (made of stainless steel), and we believe this differs from other products currently
in development where only the end markers on the device are visible. Improved visibility
allows interventional cardiologists to more accurately assess the implant quality and
position.
 Drug Coating
 ReZolve TM
 ReZolve tm
 Preclinical Testing
 ReZolve tm
 ReZolve tm
 Clinical Development Program
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ReZolve tm ReZolvetm
  Human Clinical Trial  Pilot Study
 ReZolve tm
  Pivotal Human Clinical Trial  CE Mark
 European Union Regulations
 ReZolve tm ReZolve tm
 Australian Regulations
 ReZolve tm
 CE Mark Trial Structure
  
    
    the enrollment of up to 350 patients;
    
    Non-inferiority trial of the ReZolvetm stent against a commercially
available drug-eluting metal stent with implants being on a randomized 2:1 basis with two of
our stents implanted for every control stent;
    
    engaging approximately 25 centers in the trial across the EU, Brazil, Australia, and New Zealand;
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
    
    Primary endpoint will be late loss (reduction of internal artery diameter) and comparable
major adverse coronary events or MACE (death, ischemia, heart attack);
    
    Clinical follow-up on all patients on a regular basis including at one, six, 12 months, and
annually thereafter for a period of up to five years, after implant of the device; and
    
    Interventional follow-up at 9 months or 12 months on a subset of patients in order to
visualize the healing process.
  Follow-on Human Clinical Trial  U.S. FDA Clinical Trial
 U.S. Regulations
 ReZolve TM
   U.S. Human Trials and FDA Approval
   Manufacturing
  ReZolve tm
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ReZolve tm
 
    
    Polymer Manufacture.Currently outsourced to SurModics, Inc.
    
    Sheet Preparation (Film Pressing).Performed at our facility.
    
    Lasing (Cutting the Stent Pieces from the Polymer Sheet).Currently outsourced to
Resonetics.
    
    Drug Coating.Performed at our facility.
    
    Final Assembly, Mounting on the Catheter, Quality Assurance, and Packaging.Performed at
our facility.
    
    Sterilization.Currently outsourced to Sterigenics.
   Competition
  Absorb, Dreams
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ReZolve tm
 ReZolve tm
 Research and Development
 ReZolve tm
 Sales and Marketing
     
    
    The EU will be the initial target commercial market because CE Marking is our first
clinical objective;
    
    Australia will be the second target commercial market because we believe regulatory
approvals in Australia will closely follow CE Marking, and Australia can serve as a base for
the Asian market; and
    
    The United States will be the third target commercial market upon completion of U.S. FDA
trials and our product receiving PMA.
 Intellectual Property
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Distribution and License Agreements
 Boston Scientific Distribution Agreement
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License Agreements
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Third-Party Reimbursement
 ReZolve tm
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ReZolve tm
 Government Regulation
 United States
   
    
    product design and development;
    
    product testing;
    
    product manufacturing;
    
    product safety;
    
    product labeling;
    
    product storage;
    
    record keeping;
    
    premarket approval;
    
    advertising and promotion;
    
    production; and
    
    product sales and distribution.
 FDAs Premarket Clearance and Approval Requirements.
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Product Modifications.
 Clinical Trials.
 Pervasive and Continuing Regulation.
 
    
    Good Manufacturing Practices, or GMP, and the Quality System Regulation, or QSR, which
require manufacturers, including third-party manufacturers, to follow stringent design,
testing, control, documentation, and other quality assurance procedures during all aspects of
the manufacturing process;
    
    labeling regulations and FDA prohibitions against the promotion of products for unapproved
or off-label uses;
    
    medical device reporting regulations, which require that manufacturers report to the FDA if
their device may have caused or contributed to a death or serious injury or malfunctioned in
a way that would likely cause or contribute to a death or serious injury if the malfunction
were to recur; and
    
    post-market surveillance regulations, which will apply when necessary to protect the public
health or to provide additional safety and efficacy data for the device.
   
    
    fines, injunctions, consent decrees, and civil penalties;
    
    recall or seizure of our products;
    
    operating restrictions, partial suspension, or total shutdown of production;
    
    refusing our requests for PMA or new intended uses;
    
    withdrawing PMA that are already granted; and
    
    criminal prosecution.
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Fraud and Abuse.
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Patient Protection and Affordable Care Act.
 International
    
    
    Full technical documentation demonstrating compliance to all relevant standards and
regulations.
    
    Full quality assurance certification to the key international standard.
    
    The ability of the manufacturer to undertake post market surveillance processes.
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Employees
  Executive Officers
  Robert B. Stockman
 Robert K. Schultz, Ph.D.
 Katrina Thompson
 Donald Brandom, Ph.D.
 Eric Schmid
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Joan Zeltinger, Ph.D.
 General Information
 www.revamedical.com
  
 Item 1A. Risk Factors
 Investing in our CDIs or common stock involves a high degree of risk. You should carefully
consider the risks described below and all of the other information set forth in this Form 10-K ,
including our consolidated financial statements and the related notes and Managements Discussion
and Analysis of Financial Condition and Results of Operations, before deciding to invest in our
common stock. If any of the events or developments described below occurs, our business, financial
condition, or results of operations could be negatively affected. In that case, the market price of
our CDIs or common stock could decline, and you could lose all or part of your investment.
 Risks Related to Our Business
 We have a history of net losses and we may never achieve or maintain profitability.
  
    
    designing and conducting the human pilot studies and human clinical trials required to
obtain regulatory approval for our ReZolvetm stent;
    
    seeking regulatory approvals in the EU, Australia, and the United States for our
ReZolvetm stent;
    
    further product research and development efforts;
    
    growing, maintaining, and protecting our intellectual property;
    
    expanding our manufacturing, sales, and marketing capabilities;
    
    broadening our infrastructure and systems in order to meet the needs of our operations; and
    
    complying with the requirements related to being a public company in the United States and
a company listed on the Australian Securities Exchange, or ASX.
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Our ability to generate revenue depends upon the successful clinical development, regulatory
approval, and commercialization of our ReZolve tm stent.
 ReZolve tm
 
    
    we may experience delays in the development program for our ReZolvetm
stent, including the initiation and successful completion of our planned human pilot and
clinical trials;
    
    our ReZolvetm stent may not demonstrate safety and efficacy in our
clinical trials;
    
    we may not be able to obtain regulatory approvals for our ReZolvetm
stent in the markets in which we expect to operate, or the approved indications for our
ReZolvetm stent may be narrower than we currently anticipate;
    
    our ReZolvetm stent may not be accepted in the marketplace by
physicians and patients;
    
    physicians may not receive adequate coverage and reimbursement for procedures using our
ReZolvetm stent;
    
    new product introductions by our competitors or any rapid technological change may make our
technology and product candidates, including the ReZolvetm stent,
obsolete;
    
    we may not be able to manufacture our ReZolvetm stent in commercial
quantities or at an acceptable cost;
    
    we are wholly dependent on the efforts undertaken by suppliers of critical components for
our ReZolvetm stent, including the stent polymer and the process of
lasing the stent components, and we may be significantly impacted by any regulatory delays or
barriers that our suppliers may encounter; and
    
    we may be sued for infringement of intellectual property rights and could be prevented from
manufacturing or selling the ReZolvetm stent or our future product
candidates.
 ReZolve tm ReZolve tm ReZolve tm ReZolve tm
 We will depend heavily on the success of our lead product candidate, our
ReZolve tm stent. Any factors that negatively impact sales of this product will
adversely affect our business, financial condition, and results of operations.
 ReZolve tm ReZolve tm
 25




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##### Table of Contents




    
    the perceived advantages and disadvantages of the ReZolvetm stent over
existing products and competitive treatments and technologies;
    
    the safety and efficacy of the ReZolvetm stent and prevalence and
severity of any adverse events or side effects especially as it relates to survival, quality
of life, and bleeding;
    
    the ease of use of the ReZolvetm stent compared to existing products
and competitive treatments and technologies;
    
    our ability to provide additional clinical data regarding the potential long-term benefits
provided by the ReZolvetm stent;
    
    the strength of our sales and marketing initiatives; and
    
    the price of the ReZolvetm stent and the third-party coverage and
reimbursement for procedures using our ReZolvetm stent.
 ReZolve tm ReZolve tm
 Physicians may not widely adopt our ReZolve tm stent unless they determine,
based on experience, long-term clinical data, and published peer reviewed journal articles, that
the use of our ReZolve tm stent provides a safe and effective alternative to
other existing treatments for coronary artery disease.
 ReZolve tm ReZolve tm ReZolve tm ReZolve tm ReZolve tm ReZolve tm
 We may need substantial additional funding and may be unable to raise capital when needed, which
would force us to delay, reduce, or eliminate our product development programs or commercialization
efforts.
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We compete against companies that have longer operating histories, more established or approved
products, and greater resources than we do, which may prevent us from achieving further market
penetration or improving operating results.
    
    
    name and brand recognition;
    
    relationships with physicians and patients;
    
    the availability of other products and procedures, including bundled product offerings;
    
    product performance and design;
    
    product safety and the availability of supporting clinical data;
    
    sales, marketing and distribution capabilities;
    
    success and timing of new product development and introductions; and
    
    intellectual property protection.
  Product liability claims could damage our reputation or adversely affect our business.
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We have limited capabilities and manufacturing personnel, and if our manufacturing facilities are
unable to provide an adequate supply of our ReZolve tm stent to support our
clinical trials our regulatory approval timeline may be delayed.
 ReZolve tm ReZolve tm ReZolve tm
 ReZolve tm ReZolve tm ReZolve tm ReZolve tm
 We rely on specialized suppliers for certain components and processes in the manufacture of our
ReZolve tm stent.
 ReZolve tm
 
    
    we are not a major customer of many of our suppliers, and these suppliers may therefore
give other customers needs higher priority than ours;
    
    our suppliers have no contractual obligation to supply, and we are not obligated to
purchase from them, any components used in our ReZolvetm stent which may
result in supply interruptions;
    
    our polymer is complex and must be manufactured to extremely tight tolerances and
specifications with the result that our suppliers, especially new suppliers, may make errors
in manufacturing that could negatively affect the efficacy or safety of the
ReZolvetm stent or cause our components not to be delivered on time or at
all or to be delivered outside of specifications;
    
    the availability of second-source suppliers may be extremely limited or their
implementation as a supplier may be lengthy due to the tight tolerances and specifications
which we require for the ReZolvetm stent; and
    
    switching suppliers or changes to our service providers may require product redesign and
submission to the regulatory authorities to whom we are seeking approval for our
ReZolvetm stent.
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If we are unable to retain or hire key personnel, we may not be able to sustain or grow our
business.
  BSC has an option to distribute our ReZolve tm stent, which may limit our
ability to negotiate more favorable terms with other potential distributors.
 ReZolve tm
 If we do not enter into a distribution arrangement with BSC, we will need to identify another
distribution partner for the sale of our product or develop our own sales network. Any delay or
problems associated with a distribution partner or our own sales network could have a serious
impact on our sales and our financial performance.
  
    
    the inability to attract and build a significant, successful, or qualified marketing or
sales force;
    
    the cost of establishing, training, and providing regulatory oversight for a marketing or
sales force may be substantial; and
    
    the significant legal and regulatory risks in medical device marketing and sales, and any
failure to comply with all legal and regulatory requirements for sales, marketing, and
distribution could result in enforcement action by the FDA or other authorities and
could jeopardize our ability to market the product or could subject us to substantial
liability.
  Based on our current operating plan, we may be subject to the risks associated with operating in
multiple foreign markets.
 ReZolve tm
 
    
    failure to fulfill foreign regulatory requirements on a timely basis or at all to market
the ReZolvetm stent or other future products;
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
    
    availability of, and changes in, reimbursement within prevailing foreign health care
payment systems;
    
    adapting to the differing laws and regulations, business and clinical practices, and
patient preferences in foreign countries;
    
    difficulties in managing foreign relationships and operations, including any relationships
that we establish with foreign partners, distributors, or sales or marketing agents;
    
    limited protection for intellectual property rights in some countries;
    
    difficulty in collecting accounts receivable and longer collection periods;
    
    costs of enforcing contractual obligations in foreign jurisdictions;
    
    recessions in relevant foreign countries;
    
    political instability and unexpected changes in diplomatic and trade relationships;
    
    currency exchange rate fluctuations; and
    
    potentially adverse tax consequences.
 ReZolve tm
 Risk Factors Related to Regulation
 In order to commence human clinical trials we will need to obtain regulatory and other approvals.
If we are unable to achieve or are delayed in achieving such approvals, this could have a
significant effect on our timeline and ability to commercialize our technology.
  
    
    the relevant Ethics Committees (Investigational Review Boards) in each of our chosen
clinical trial centers; and
    
    the relevant regulatory bodies as required in the applicable countries, such as Brazil and
Germany.
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We cannot predict the outcome of the human clinical trials. If the ReZolve tm stent does not meet our required clinical specifications or causes adverse or unexpected events,
then we may need to further modify the design or technology used in the
ReZolve tm stent. There is no guarantee that we will be able to address any
issues arising from the clinical trials which could be catastrophic for our future prospects.
 ReZolve tm
 ReZolve tm
  
    
    delays in receiving the necessary regulatory approvals to commence the CE Mark Trial;
    
    slower than expected rates of patient recruitment and enrollment, including as a result of
our competitors undertaking similar clinical trials or having functionally comparable
products that have received approval for sale;
    
    failure of patients to complete the clinical trial;
    
    patients preferring to use approved devices or other experimental treatments or devices
rather than our ReZolvetm stent;
    
    unforeseen safety issues;
    
    perceived lack of product efficacy during clinical trials;
    
    inability or unwillingness of patients or medical investigators to follow our clinical
trial protocols;
    
    inability to monitor patients adequately during or after treatment;
    
    risks associated with trial design, which may result in a failure of the trial to show
statistically significant results even if the product is effective;
    
    governmental and regulatory delays or changes in regulatory requirements, policies, or
guidelines;
    
    varying interpretation of data by regulatory agencies; and
    
    perceived lack of product efficacy during clinical trials.
 ReZolve tm
 
    
    take a significant period of time;
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
    
    require the expenditure of substantial resources;
    
    involve rigorous preclinical and clinical testing;
    
    require changes to our products; and
    
    result in limitations on the indicated uses of the products.
  We do not have long-term data regarding the safety and efficacy of our
ReZolve tm stent. Any long-term data that is generated may not be consistent
with our limited short-term data, which could affect the regulatory approval of our products or the
rate at which our products are adopted.
 ReZolve tm ReZolve tm ReZolve tm
 ReZolve tm ReZolve tm ReZolve tm ReZolve tm
 We plan to operate in multiple regulatory environments that require costly and time consuming
approvals.
 ReZolve tm
 Our planned manufacturing facilities and the manufacturing facilities of our suppliers must comply
with applicable regulatory requirements. If we fail to achieve regulatory approval for these
manufacturing facilities, our business and our results of operations would be harmed.
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We may not meet regulatory quality standards applicable to our manufacturing and quality
processes, which could have an adverse effect on our business, financial condition, or results of
operations.
    Our operations involve hazardous materials, and we must comply with environmental laws and
regulations, which can be expensive.
  If we fail to obtain and maintain adequate level of reimbursement for our products by third-party
payors, there may be no commercially viable markets for our products or the markets may be much
smaller than expected.
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Health care reform legislation could adversely affect our future revenue and financial condition.
     We are subject to various federal and state laws pertaining to health care fraud and abuse,
including anti-kickback, self-referral, false claims, and fraud laws, and any violations by us of
such laws could result in fines or other penalties.
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If we are found to have violated laws protecting the confidentiality of patient health information,
we could be subject to civil or criminal penalties, which could increase our liabilities and harm
our reputation or our business.
  Risk Factors Related to Intellectual Property
 We rely on certain licenses for patents and other technology related to our products. The
termination of these agreements could delay or prevent us from being able to commercialize our
products.
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If we are unable to obtain, maintain, and enforce intellectual property protection covering our
products, others may be able to make, use, or sell products substantially the same as ours, which
could adversely affect our ability to compete in the market.
 ReZolve tm
     Claims that our current or future products infringe or misappropriate the proprietary rights of
others could adversely affect our ability to sell those products and cause us to incur additional
costs.
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
    
    stent structures and materials;
    
    catheters used to deliver stents; and
    
    stent manufacturing and coating processes.
     We may need to initiate lawsuits to protect or enforce our patents and other intellectual property
rights, which could be expensive and, if we lose, could cause us to lose some of our intellectual
property rights, which would harm our ability to compete in the market.
  
    
    assert claims of infringement;
    
    enforce our patents;
    
    protect our trade secrets or know-how; or
    
    determine the enforceability, scope, and validity of the proprietary rights of others.
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Risks Related to Our CDIs and Common Stock
 The market price of our CDIs and common stock may be volatile and fluctuate significantly, which
could result in substantial losses for investors
  
    
    announcements regarding the regulatory status of our ReZolvetm stent
and future product candidates;
    
    any reported adverse effects in our human clinical trials for our
ReZolvetm stent;
    
    announcements of technological innovations or new products by us or our competitors;
    
    announcements of contracts, acquisitions, or strategic alliances by us or our competitors;
    
    changes in the estimates of the future size and growth rate of our markets;
    
    changes in market valuations or earnings of our competitors;
    
    changes in legislation or regulatory policies, practices, or actions;
    
    the commencement or outcome of litigation involving our company, our general industry or
both;
    
    recruitment or departure of one or more members our executive management team;
    
    changes in our capital structure, such as future issuances of securities or the incurrence
of additional debt;
    
    actual or expected sales of our CDIs or common stock by existing holders;
    
    the trading volume of our CDIs; and
    
    changes in general economic, industry, and market conditions.
  Investors may experience difficulties in selling our CDIs due to the relatively limited liquidity
of shares traded on ASX
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There is no guarantee that we will maintain our listing on ASX, or qualify for listing on a
securities exchange in the U.S.
  Some of our existing stockholders can exert control over us and may not make decisions that are in
the best interests of all stockholders.
  Future sales of our common stock may depress our share price.
   We have broad discretion in the use of our assets, including the net proceeds from our initial
public offering, and our investment of these proceeds may not yield a favorable return which could
harm our business and depress the price of our securities.
  We do not currently intend to pay dividends on our CDIs or common stock and, consequently, your
ability to achieve a return on your investment will depend on appreciation in the price of our
CDIs
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We incur exchange rate risks relating to listing on ASX.
  We expend substantial costs and management resources to comply with the laws and regulations
affecting public companies in the U.S. as well as listing requirements on ASX, which may adversely
affect our operating results, and failure to achieve and maintain effective internal control over
financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could cause investors
to lose confidence in our operating results and in the accuracy of our financial reports and could
have a material adverse effect on our business and on the price of our common stock.
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Provisions of our certificate of incorporation, our bylaws, and Delaware law could make an
acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent
attempts by our stockholders to replace or remove the current members of our board and management.
  
    
    allow the authorized number of directors to be changed only by resolution of our board of
directors;
    
    provide that our stockholders may only remove our directors for cause;
    
    establish a classified board of directors, such that not all members of the board of
directors may be elected at one time;
    
    authorize our board of directors to issue without stockholder approval up to 100,000,000
shares of common stock, that, if issued, would dilute our ownership and could operate as a
poison pill to dilute the ownership of a potential hostile acquirer to prevent an
acquisition that is not approved by our board of directors;
    
    authorize our board of directors to issue without stockholder approval up to 5,000,000
shares of preferred stock, the rights of which will be determined at the discretion of the
board of directors that, if issued, could operate as a poison pill to dilute the stock
ownership of a potential hostile acquirer to prevent an acquisition that is not approved by
our board of directors;
    
    require that stockholder actions must be effected at a duly called stockholder meeting or
by unanimous written consent;
    
    establish advance notice requirements for stockholder nominations to our board of directors
or for stockholder proposals that can be acted on at stockholder meetings;
    
    limit who may call stockholder meetings; and
    
    require the approval of the holders of 80% of the outstanding shares of our capital stock
entitled to vote in order to amend certain provisions of our amended and restated certificate
of incorporation and amended and restated bylaws.
  
 Item 1B. Unresolved Staff Comments
  41




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Item 2. Properties
   
 Item 3. Legal Proceedings
  
 Item 4. REMOVED AND RESERVED
 
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of
Equity Securities
 Market Information
   Stock Price Performance Graph
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Dividend Policy
  Use of Proceeds from Public Offering of Common Stock
   
    
    $40.0 million for research and development activities, including continuing development of
our ReZolvetm stent;
    
    $10.0 million for clinical trials;
    
    $4.0 million for building commercial infrastructure, including manufacturing capacity
expansion; and
    
    the balance for working capital and other general corporate purposes.
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Item 6. Selected Financial Data
  Year Ended December 31,2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010(In thousands, except per share data)Statements of Operations Data:Operating Expense:Research and development
    
    $
    6,605
    
    
    $
    8,536
    
    
    $
    11,378
    
    
    $
    10,272
    
    
    $
    6,826General and administrative
    
    
    1,520
    
    
    
    2,247
    
    
    
    2,205
    
    
    
    2,241
    
    
    
    3,292Loss from operations
    
    
    (8,125
    )
    
    
    (10,783
    )
    
    
    (13,583
    )
    
    
    (12,513
    )
    
    
    (10,118
    )Other Income (Expense):Interest income
    
    
    194
    
    
    
    94
    
    
    
    124
    
    
    
    26
    
    
    
    116Interest expense (1)
    
    
    (1,474
    )
    
    
    (2,745
    )
    
    
    (1,874
    )
    
    
    (1,579
    )
    
    
    (1,549
    )Interest from amortization
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,283Gain (loss) on change in fair value of
preferred stock rights and warrant
liabilities
    
    
    
    
    
    
    (47
    )
    
    
    2,617
    
    
    
    215
    
    
    
    (990
    )Loss on extinguishment of notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,285
    )Other income
    
    
    23
    
    
    
    2
    
    
    
    2
    
    
    
    7
    
    
    
    36Net Loss
    
    
    (9,382
    )
    
    
    (13,479
    )
    
    
    (12,714
    )
    
    
    (13,844
    )
    
    
    (23,507
    )Cumulative dividends and deemed
dividends on Series H convertible
preferred stock
    
    
    
    
    
    
    (63
    )
    
    
    (1,074
    )
    
    
    (2,358
    )
    
    
    (7,200
    )Net Loss Attributable to Common
Stockholders
    
    $
    (9,382
    )
    
    $
    (13,542
    )
    
    $
    (13,788
    )
    
    $
    (16,202
    )
    
    $
    (30,707
    )Net Loss Per Share(2):Net loss per share, basic and diluted
    
    $
    (3.56
    )
    
    $
    (5.02
    )
    
    $
    (5.06
    )
    
    $
    (5.91
    )
    
    $
    (7.72
    )Shares used to compute net loss per
share, basic and diluted
    
    
    2,637,843
    
    
    
    2,695,245
    
    
    
    2,727,191
    
    
    
    2,739,229
    
    
    
    3,975,144
 
 (1)
    
    Includes amounts pertaining to related parties of $1,456, $2,619, $1,794, $1,532, and $1,510 for the years ended
December 31, 2006, 2007, 2008, 2009, and 2010, respectively.(2)
    
    See Note 3 to our consolidated financial statements for an explanation of the method used to compute the net loss per
share and the number of shares used in the computation of the per share amounts. 44




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As of December 31,2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010(In thousands)Balance Sheet Data:Cash and cash equivalents
    
    $
    2,585
    
    
    $
    8,648
    
    
    $
    8,036
    
    
    $
    7,233
    
    
    $
    81,747Working capital
    
    
    2,708
    
    
    
    7,244
    
    
    
    13,621
    
    
    
    6,085
    
    
    
    80,984Total assets
    
    
    4,310
    
    
    
    9,436
    
    
    
    16,524
    
    
    
    8,442
    
    
    
    83,475Notes payable (1)
    
    
    20,550
    
    
    
    19,822
    
    
    
    19,883
    
    
    
    20,304
    
    
    
    Accrued interest on notes payable (2)
    
    
    2,539
    
    
    
    4,375
    
    
    
    5,813
    
    
    
    6,971
    
    
    
    Repayment premium on notes payable (3)
    
    
    11,100
    
    
    
    11,100
    
    
    
    11,100
    
    
    
    11,100
    
    
    
    Preferred stock warrant liability
    
    
    
    
    
    
    800
    
    
    
    995
    
    
    
    780
    
    
    
    Total liabilities
    
    
    34,987
    
    
    
    41,654
    
    
    
    39,867
    
    
    
    40,402
    
    
    
    1,528Convertible preferred stock
    
    
    28,982
    
    
    
    39,994
    
    
    
    61,913
    
    
    
    69,071
    
    
    
    Deficit accumulated during the development stage
    
    
    (60,694
    )
    
    
    (74,172
    )
    
    
    (86,887
    )
    
    
    (101,033
    )
    
    
    (128,903
    )Total stockholders equity (deficit)
    
    
    (59,659
    )
    
    
    (72,212
    )
    
    
    (85,256
    )
    
    
    (101,031
    )
    
    
    81,947
 
 (1)
    
    Includes $20,275, $19,547, $19,636, and $20,029 as of December 31, 2006, 2007, 2008, and 2009,
respectively, held by related parties.(2)
    
    Includes $2,482, $4,298, $5,718, and $6,857 due to related parties as of December 31, 2006,
2007, 2008, and 2009, respectively.(3)
    
    Includes $10,550 due to related parties as of each date presented except for December 31, 2010. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 You should read the following discussion and analysis of our financial condition and results
of operations in conjunction with the Selected Consolidated Financial Data and our consolidated
financial statements and the related notes thereto that appear elsewhere in this Annual Report on
Form 10-K. In addition to historical information, the following discussion and analysis includes
forward-looking information that involves risks, uncertainties, and assumptions. Actual results and
the timing of events could differ materially from those anticipated by these forward-looking
statements as a result of many factors, including those discussed under Risk Factors elsewhere in
this Annual Report on Form 10-K . See also Forward-Looking Statements included elsewhere in this
Annual Report on Form 10-K .
 Overview
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ReZolve tm
 ReZolve tm ReZolve tm
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Key Components of our Results of Operations
  Research and Development Expenses:
 General and Administrative Expenses:
 Other Expense and Income:
   47




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Critical Accounting Policies and Significant Estimates
   Research and Development Costs:
 Notes Payable:
 48




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Preferred Stock Warrant Liability:
 Common Stock Warrants:
 Income Taxes:
  Stock-Based Compensation:
 49




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Fair Value of Stock:
 
    
    The prices of our convertible preferred stock sold to outside investors in arms-length
transactions, and the rights, preferences, and privileges of each series of stock;
    
    Our results of operations, our financial position, the status of our research and
development efforts, including preclinical trial results, and the length of time until
occurrence of clinical trials and a commercial product;
    
    The market values of medical device companies that are in a stage of development or
industry similar to us;
    
    The lack of liquidity of both our preferred and common stock as a private company;
    
    Contemporaneous valuations performed by an unrelated valuation specialist in accordance
with methodologies outlined in the AICPA Practice Aid Valuation of Privately-Held-Company
Equity Securities Issued as Compensation;
    
    The likelihood and timing of achieving a liquidity event, such as an initial public
offering, given prevailing market conditions; and
    
    The material risks related to our business.
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Results of Operations
 Comparison of the Years Ended December 31, 2009 and 2010
 Year EndedDecember 31,
    
    
    %2009
    
    
    2010
    
    
    Change(In thousands)Research and development expense
    
    $
    10,272
    
    
    $
    6,826
    
    
    
    (34
    %)General and administrative expense
    
    $
    2,241
    
    
    $
    3,292
    
    
    
    47
    %Interest income
    
    $
    26
    
    
    $
    116
    
    
    
    >100
    %Interest expense
    
    $
    1,579
    
    
    $
    1,549
    
    
    
    (2
    %)Interest income from amortization of notes payable premium
    
    $
    
    
    
    $
    2,283
    
    
    
    >100
    %Loss on extinguishment of notes payable
    
    $
    
    
    
    $
    13,285
    
    
    
    >100
    %Gain (loss) on change in fair value of preferred stock warrant liability
    
    $
    215
    
    
    $
    (990
    )
    
    
    >100
    %Other income
    
    $
    7
    
    
    $
    36
    
    
    
    >100
    %Cumulative and deemed dividends on Series H convertible preferred stock
    
    $
    2,358
    
    
    $
    7,200
    
    
    
    >100
    %
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Comparison of the Years Ended December 31, 2008 and 2009
 Year EndedDecember 31,
    
    
    %2008
    
    
    2009
    
    
    Change(In thousands)Research and development expense
    
    $
    11,378
    
    
    $
    10,272
    
    
    
    (10
    %)General and administrative expense
    
    $
    2,205
    
    
    $
    2,241
    
    
    
    2
    %Interest income
    
    $
    124
    
    
    $
    26
    
    
    
    (79
    %)Interest expense
    
    $
    1,874
    
    
    $
    1,579
    
    
    
    (16
    %)Gain (loss) on change in fair value of preferred stock
rights and warrant liabilities
    
    $
    2,617
    
    
    $
    215
    
    
    
    (92
    %)Other income
    
    $
    2
    
    
    $
    7
    
    
    
    >100
    %Cumulative dividends on Series H convertible preferred stock
    
    $
    1,074
    
    
    $
    2,358
    
    
    
    >100
    %
      52




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##### Table of Contents



Liquidity and Capital Resources
 Sources of Liquidity
     Cash Flows
  Year Ended December 31,2008
    
    
    2009
    
    
    2010(In thousands)Net cash used for operating activities
    
    $
    (12,598
    )
    
    $
    (12,569
    )
    
    $
    (8,719
    )Net cash provided by (used for) investing activities
    
    
    (8,013
    )
    
    
    6,766
    
    
    
    (300
    )Net cash provided by financing activities
    
    
    20,000
    
    
    
    5,000
    
    
    
    83,535Effect of foreign exchange rates
    
    
    (1
    )
    
    
    
    
    
    
    (2
    )Net increase (decrease) in cash and cash equivalents
    
    $
    (612
    )
    
    $
    (803
    )
    
    $
    74,514
 Net Cash Flow from Operating Activities
  53




---



##### Table of Contents



Net Cash Flow from Investing Activities
  Net Cash Flow from Financing Activities
  Operating Capital and Capital Expenditure Requirements
 ReZolve tm
   54




---



##### Table of Contents



ReZolve tm
 
    
    the time and effort it will take to successfully complete the development and testing of
the ReZolvetm stent;
    
    the time and effort it will take to identify, develop, and scale-up manufacturing
processes;
    
    the scope, enrollment rate, and costs of our human clinical trials;
    
    the scope of research and development for any of our other product opportunities;
    
    the cost of filing and prosecuting patentable technologies and defending and enforcing our
patent and other intellectual property rights;
    
    the terms and timing of any collaborative, licensing, and other arrangements that we may
establish;
    
    the requirements, cost, and timing of regulatory approvals;
    
    the cost and timing of establishing sales, marketing, and distribution capabilities;
    
    the cost of establishing clinical and commercial supplies of our products and any products
that we may develop;
    
    the effect of competing technological and market developments; and
    
    the cost and ability to license technologies for future development.
  Contractual Obligations, Commitments, and Contingencies
  Payments Due by PeriodTotal
    
    
    Under 1 Year
    
    
    Over 1 YearOperating lease obligations
    
    
    289
    
    
    
    289
    
    
    
    Purchase obligations
    
    
    196
    
    
    
    196
    
    
    
    Total contractual obligations
    
    $
    485
    
    
    $
    485
    
    
    $
    
 Off-Balance Sheet Arrangements
  Recent Accounting Pronouncements
  55




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##### Table of Contents



Item 7A. Quantitative and Qualitative Disclosures about Market Risk
 Interest Rate Sensitivity
  Foreign Currency Risk
  Related Party Transactions
  
 Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  56




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##### Table of Contents



Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Exemption from Managements Report on Internal Control Over Financial Reporting for the Fiscal Year
Ended December 31, 2010
  Changes in Internal Control Over Financial Reporting
  
 Item 9B. Other Information
  
 PART III
  
 Item 10. Directors, Executive Officers, and Corporate Governance
     57




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##### Table of Contents



Code of Business Conduct and Ethics
 www.revamedical.com
 Australian Disclosure Requirements
  Substantial Shareholders
  % of TotalEquivalent
    
    
    EquivalentNumber of
    
    
    OutstandingCDIs Held
    
    
    CDIsDomain Partners
    
    
    53,869,050
    
    
    
    16.4
    %Saints Capital Everest, L.P.
    
    
    45,774,651
    
    
    
    14.0
    %Group Outcome Investors/Robert B. Stockman
    
    
    30,144,755
    
    
    
    9.2
    %Brookside Capital Partners
    
    
    29,650,222
    
    
    
    9.0
    %Cerberus and affiliates
    
    
    28,844,260
    
    
    
    8.8
    %Medtronic, Inc.
    
    
    22,558,280
    
    
    
    6.9
    %
 Distribution of Equity Security Holders as of March 15, 2011
  Restricted
Common StockCommon Stock
    
    
    CDIs
    
    
    Options (unlisted)
    
    
    (unlisted)Number of
    
    
    Number of
    
    
    Number of
    
    
    Number of
    
    
    Number of
    
    
    Number of
    
    
    Number of
    
    
    Number ofHolders
    
    
    Shares
    
    
    Holders
    
    
    CDIs
    
    
    Holders
    
    
    Shares
    
    
    Holders
    
    
    Shares1  1,000
    
    
    9
    
    
    
    3,414
    
    
    
    51
    
    
    
    15,415
    
    
    
    8
    
    
    
    7,000
    
    
    
    
    
    
    
    1,001  5,000
    
    
    6
    
    
    
    20,500
    
    
    
    138
    
    
    
    443,648
    
    
    
    12
    
    
    
    38,500
    
    
    
    1
    
    
    
    5,0005,001  10,000
    
    
    5
    
    
    
    38,963
    
    
    
    98
    
    
    
    862,354
    
    
    
    5
    
    
    
    40,500
    
    
    
    
    
    
    
    10,001  100,000
    
    
    22
    
    
    
    866,639
    
    
    
    273
    
    
    
    8,727,046
    
    
    
    17
    
    
    
    741,500
    
    
    
    
    
    
    
    100,001 and over
    
    
    24
    
    
    
    23,737,378
    
    
    
    43
    
    
    
    70,937,627
    
    
    
    8
    
    
    
    2,590,000
    
    
    
    
    
    
    
    66
    
    
    
    24,666,894
    
    
    
    603
    
    
    
    80,986,090
    
    
    
    50
    
    
    
    3,417,500
    
    
    
    1
    
    
    
    5,000
  58




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##### Table of Contents



Top 20 Equity Security Holders
  Number of
    
    
    % of CDIsCDIs Held
    
    
    Outstanding1
    
    
    Citicorp Nominees Pty Limited
    
    
    13,499,252
    
    
    
    16.7
    %2
    
    
    HSBC Custody Nominees (Australia) Limited  GSCO ECA
    
    
    9,818,182
    
    
    
    12.1
    %3
    
    
    Medtronic Inc.
    
    
    9,570,000
    
    
    
    11.8
    %4
    
    
    HSBC Custody Nominees (Australia) Limited
    
    
    9,302,369
    
    
    
    11.5
    %5
    
    
    CS Fourth Nominees Pty Ltd
    
    
    9,201,300
    
    
    
    11.4
    %6
    
    
    UBS Nominees Pty Ltd
    
    
    2,637,182
    
    
    
    3.3
    %7
    
    
    Kenneth Rainin Charitable Lead Annuity Trust No. 3 dtd 3/26/90
    
    
    2,454,545
    
    
    
    3.0
    %8
    
    
    UBS Nominees Pty Ltd <PB SEG A/C>
    
    
    1,818,182
    
    
    
    2.3
    %9
    
    
    Pennsylvania State University
    
    
    1,284,840
    
    
    
    1.6
    %10
    
    
    RBC Dexia Investor Services Australia Nominees Pty Ltd <BkCust A/C>
    
    
    1,136,363
    
    
    
    1.4
    %11
    
    
    JP Morgan Nominees Australia Limited <Cash Income A/C>
    
    
    1,054,747
    
    
    
    1.3
    %12
    
    
    Saints Capital Everest LP
    
    
    909,091
    
    
    
    1.1
    %13
    
    
    Asia Union Investments Pty Ltd
    
    
    909,000
    
    
    
    1.1
    %14
    
    
    Mr. Robert Schneider
    
    
    625,000
    
    
    
    0.8
    %15
    
    
    HSBC Custody Nominees (Australia) Limited <No 2 A/C>
    
    
    513,688
    
    
    
    0.6
    %16
    
    
    Moore Family Nominee Pty Ltd <Moore Family Super Fund A/C>
    
    
    500,000
    
    
    
    0.6
    %17
    
    
    Jarek Kanikula
    
    
    447,760
    
    
    
    0.6
    %18
    
    
    OC Funds Management Limited
    
    
    364,100
    
    
    
    0.4
    %19
    
    
    Warman Investments Pty Ltd
    
    
    363,800
    
    
    
    0.4
    %20
    
    
    National Nominees Limited
    
    
    341,900
    
    
    
    0.4
    %Total CDIs held by top 20 shareholders
    
    
    66,751,301
    
    
    
    82.4
    %Total CDIs held by all other shareholders
    
    
    14,234,789
    
    
    
    17.6
    %
  Number of
    
    
    % of CDIsCDIs Held
    
    
    Outstanding1
    
    
    Domain Partners V, L.P.
    
    
    52,625,830
    
    
    
    16.1
    %2
    
    
    Saints Capital Everest LP
    
    
    45,774,651
    
    
    
    14.0
    %3
    
    
    Brookside Capital Partners Fund
    
    
    29,650,222
    
    
    
    9.0
    %4
    
    
    Medtronic, Inc.
    
    
    22,558,280
    
    
    
    6.9
    %5
    
    
    Citicorp Nominees Pty Limited
    
    
    13,499,252
    
    
    
    4.1
    %6
    
    
    Kenneth Rainin Charitable Lead Annuity Trust No. 3 dtd 3/26/90
    
    
    13,470,695
    
    
    
    4.1
    %7
    
    
    Group Outcome Investors I, LLC
    
    
    13,411,750
    
    
    
    4.1
    %8
    
    
    Cerberus Series Four Holdings, LLC
    
    
    10,464,860
    
    
    
    3.2
    %9
    
    
    Cerberus International, LTD.
    
    
    9,955,530
    
    
    
    3.0
    %10
    
    
    HSBC Custody Nominees (Australia) Limited  GSCO ECA
    
    
    9,818,182
    
    
    
    3.0
    %11
    
    
    HSBC Custody Nominees (Australia) Limited
    
    
    9,302,369
    
    
    
    2.8
    %12
    
    
    CS Fourth Nominees Pty Ltd
    
    
    9,201,300
    
    
    
    2.8
    %13
    
    
    Gordon E. Nye
    
    
    8,235,310
    
    
    
    2.5
    %14
    
    
    Thomas Andrew Steinke
    
    
    7,383,880
    
    
    
    2.3
    %15
    
    
    Colleen Diane OConnell
    
    
    7,383,870
    
    
    
    2.3
    %16
    
    
    Cerberus Partners, L.P.
    
    
    5,206,410
    
    
    
    1.6
    %17
    
    
    C. Raymond Larkin, Jr.
    
    
    3,517,490
    
    
    
    1.1
    %18
    
    
    Frederich H. Moll, M.D.
    
    
    3,345,610
    
    
    
    1.0
    %19
    
    
    Gabriel Assets, LLC
    
    
    2,955,790
    
    
    
    0.9
    %20
    
    
    Timothy J. Barberich
    
    
    2,702,680
    
    
    
    0.8
    %Total CDIs held by top 20 shareholders
    
    
    280,463,961
    
    
    
    85.6
    %Total CDIs held by all other shareholders
    
    
    47,191,069
    
    
    
    14.4
    %
 59




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##### Table of Contents



Options Unlisted
  Restricted Securities
  Number of shares ofcommon stock/options
    

    Expiry of escrowEscrowed party
    
    Type
    

    subject to escrow
    


period
(Australian time)Robert Stockman
    
    ASX imposed
    
    
    813,221
    
    
    23 December 2012Group Outcome Investors I, LLC
    
    ASX imposed
    
    
    1,356,248
    
    
    23 December 2012Lisa Stockman
    
    ASX imposed
    
    
    226,423
    
    
    23 December 2012Gordon Nye
    
    ASX imposed
    
    
    885,792
    
    
    23 December 2012Brian Dovey
    
    ASX imposed
    
    
    62,500
    
    
    23 December 2012Robert Thomas
    
    ASX imposed
    
    
    62,500
    
    
    23 December 2012Anne Keating
    
    ASX imposed
    
    
    62,500
    
    
    23 December 2012James Schiro
    
    ASX imposed
    
    
    62,500
    
    
    23 December 2012Daniel Frank
    
    ASX imposed
    
    
    61,750
    
    
    23 December 2012Donald Brandom
    
    Executive team  voluntary
    
    
    175,000
    
    
    23 June 2011Robert Schultz
    
    Executive team  voluntary
    
    
    715,000
    
    
    23 June 2011Eric Schmid
    
    Executive team  voluntary
    
    
    285,000
    
    
    23 June 2011Katrina Thompson
    
    Executive team  voluntary
    
    
    355,000
    
    
    23 June 2011Joan Zeltinger
    
    Executive team  voluntary
    
    
    120,000
    
    
    23 June 2011Beaver Creek Fund Ltd
    
    Shareholder  voluntary
    
    
    184,493
    
    
    23 June 2011Medtronic, Inc.
    
    Shareholder  voluntary
    
    
    1,291,467
    
    
    23 June 2011Saints Capital Everest, LP
    
    Shareholder  voluntary
    
    
    4,483,668
    
    
    23 June 2011Domain Partners1
    
    Shareholder  voluntary
    
    
    5,375,028
    
    
    23 June 2011Cerberus2
    
    Shareholder  voluntary
    
    
    2,868,052
    
    
    23 June 2011Brookside Capital Partners Fund, LP
    
    Shareholder  voluntary
    
    
    2,767,430
    
    
    23 June 2011Steinke Family, LLC
    
    Shareholder  voluntary
    
    
    1,476,775
    
    
    23 June 2011Blue Group Trust
    
    Shareholder  voluntary
    
    
    205,738
    
    
    23 June 2011Hoskins Family Trust
    
    Shareholder  voluntary
    
    
    169,898
    
    
    23 June 2011Timothy Barberich
    
    Shareholder  voluntary
    
    
    270,186
    
    
    23 June 2011Raymond Larkin
    
    Shareholder  voluntary
    
    
    351,488
    
    
    23 June 2011Frederic Moll
    
    Shareholder  voluntary
    
    
    333,986
    
    
    23 June 2011Kenneth Rainin Trust
    
    Shareholder  voluntary
    
    
    1,101,122
    
    
    23 June 2011
 
 1.
    
    Domain Partners means Domain Partners V LP and DP V Associates, LP2.
    
    Cerberus means Cerberus America Series Two Holdings, LLC, Cerberus International Ltd, Cerberus
Partners, LP, Cerberus Series Four Holdings, LLC and Gabriel Assets, LLC Voting Rights
   60




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##### Table of Contents



(a)
    
    instructing CHESS Depository Nominee, as the legal owner, to vote the
shares of REVA Medical common stock underlying their CDIs in a
particular manner. The instruction form must be completed and returned
to our share registry prior to the meeting;(b)
    
    informing REVA Medical that they wish to nominate themselves or
another person to be appointed as CDNs proxy for the purposes of
attending and voting at the general meeting;(c)
    
    converting their CDIs into a holding of shares of REVA Medical common
stock and voting these at the meeting (however, if thereafter the
former CDI holder wishes to sell their investment on ASX, it would be
necessary to convert shares of common stock back to CDIs). This must
be done prior to the record date for the meeting.
    Required Statements
  (a)
    
    There is no current on-market buy-back of the Companys securities.(b)
    
    REVA Medical, Inc. was incorporated in the state of Delaware in the United States of America.(c)
    
    REVA Medical, Inc. is not subject to Chapters 6, 6A, 6B or 6C of the
Corporations Act dealing with the acquisitions of shares (including
substantial shareholdings and takeovers).(d)
    
    Under the Delaware General Corporation Law, shares are generally
freely transferable subject to restrictions imposed by U.S. federal or
state securities laws, by our certificate of incorporation or by-laws
or by an agreement signed with the holders of the shares at issue. Our
amended and restated certificate of incorporation and by-laws do not
impose any specific restrictions on transfer.Delaware General Corporation Law prohibits a publicly held Delaware
Corporation from engaging in a business combination with an
interested shareholder for a period of three years following the
time the person became an interested shareholder, unless the business
combination or acquisition of shares that resulted in a shareholder
becoming an interested shareholder is approved in a prescribed manner.
A business combination can include a merger, asset or share sale or
other transaction resulting in a financial benefit to an interested
shareholder. Generally, an interested shareholder is a person who,
together with its affiliates and associates, owns (or within three
years prior to the determination of interested shareholder status did
own) 15% or more of a corporations voting shares. The existence of
this provision would be expected to have an anti-takeover effect with
respect to transactions not approved in advance by the board of
directors, or the Board,
including discouraging attempts that might result in a premium over
the market price for the shares of common stock held by shareholders.(e) REVA Medical, Inc. has used the cash (and assets in a form readily convertible to cash) that
it had at the time of admission to ASX in a manner consistent with its stated business
objectives (as described in the Australian prospectus and supplementary prospectus lodged with
the Australian Securities and Investments Commission with respect to our IPO) from the time of
our admission to ASX to December 31, 2010.
 General Information
  61




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##### Table of Contents



Australian Corporate Governance Statement
  Principle 1  Lay solid foundations for management and oversight
 Recommendation 1.1  Establish the functions reserved to the Board and those delegated to senior
executives and disclose those functions
 www.revamedical.com
 Recommendation 1.2  Disclose the process for evaluating the performance of senior executives
  Recommendation 1.3  Provide the information required to be disclosed under Principle 1
 Reporting Requirement
   62




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##### Table of Contents



Principle 2  Structure the Board to add value
 Recommendation 2.1  A majority of the Board should be independent directors
 Recommendation 2.2  The Chair should be an independent director
 Recommendation 2.3  The roles of Chair and Chief Executive Officer should not be exercised by the
same individual
  Recommendation 2.4  The Board should establish a Nomination Committee
 www.revamedical.com
 Recommendation 2.5  Disclose the process for evaluating the performance of the Board, its
committees, and individual directors
  Recommendation 2.6  Provide the information required to be disclosed under Principle 2
 Reporting Requirement
  Identification and Evaluation of Nominees for Directors
   63




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##### Table of Contents



Director Biographies and Qualifications
  Qualifications
  Qualifications
  Qualifications
 64




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##### Table of Contents



Qualifications
  Qualifications
  Qualifications
 Director Independence
  65




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##### Table of Contents




    
    Robert B. Stockman is not considered to be an independent director under the rules of
NASDAQ, ASX or the SEC;
    
    Anne Keating, Gordon E. Nye, James Schiro and Robert Thomas are considered to be
independent directors under the rules of NASDAQ, ASX and the SEC; and
    
    Brian Dovey is considered to be an independent director under the rules of NASDAQ and
the SEC, but is not considered to be independent under ASX standards.
  Membership of Board Committees
  Nominatingand CorporateAudit
    
    
    Compensation
    
    
    GovernanceCommittee
    
    
    Committee
    
    
    CommitteeMr. Stockman (Chairman)
    
    
    
    
    
    
    
    
    
    
    Mr. Dovey*
    
    
    X
    
    
    
    X
    
    
    
    Ms. Keating**
    
    
    
    
    
    
    
    
    
    ChairMr. Nye**
    
    
    
    
    
    Chair
    
    
    XMr. Schiro**
    
    
    X
    
    
    
    
    
    
    
    XMr. Thomas**
    
    Chair
    
    
    X
    
    
    
    
 
 *
    
    Independent Director under the rules of NASDAQ and the SEC, but not considered
independent under the ASX**
    
    Independent Director under the rules of NASDAQ, ASX, and the SEC Nominating Committee
  Professional Advice
  Annual Board Review
   Principle 3  Promote ethical and responsible decision-making
 Recommendation 3.1  Establish a Code of Conduct and disclose it
 66




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##### Table of Contents



Recommendation 3.2  Establish a policy concerning trading in company securities by directors,
senior executives, and employees, and disclose the policy or a summary of that policy
 www.revamedical.com
 Recommendation 3.3  Provide the information required to be disclosed under Principle 3
 Reporting Requirement
   Principle 4  Safeguard integrity in financial reporting
 Recommendation 4.1  The Board should establish an Audit Committee
 Recommendation 4.2  The Audit Committee should be structured so that it: (a) consists only of
non-executive directors; (b) consists of a majority of independent directors; (c) is chaired by an
independent Chair, who is not Chair of the Board; and (d) has at least three members
  Recommendation 4.3  The Audit Committee should have a formal charter
 www.revamedical.com
 Recommendation 4.4  Provide the information required to be disclosed under Principle 4
    Principle 5  Make timely and balanced disclosure
 Recommendation 5.1  Establish written policies designed to ensure compliance with ASX Listing
Rule disclosure requirements and to ensure accountability at a senior executive level for that
compliance and disclose those policies or a summary of those policies
 67




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##### Table of Contents



www.revamedical.com
 Recommendation 5.2  Provide the information required to be disclosed under Principle 5
 Reporting Requirement
  Principle 6  Respect the rights of shareholders
 Recommendation 6.1  Design a communications policy for promoting effective communication with
shareholders and encouraging their participation at general meetings and disclose that policy or a
summary of that policy
 www.revamedical.com
  Recommendation 6.2  Provide the information required to be disclosed under Principle 6
 Reporting Requirement
   Principle 7  Recognize and manage risk
 Recommendation 7.1  Establish policies for the oversight and management of material business
risks and disclose a summary of those policies
 Recommendation 7.2  The Board should require management to design and implement the risk
management and internal control system to manage the Companys material business risk and report to
it on whether those risks are being managed effectively. The Board should disclose that management
has reported to it as to the effectiveness of the Companys management of its material business
risks
 The Boards Role in Risk Oversight
  68




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##### Table of Contents



www.revamedical.com
 Recommendation 7.3  The Board should disclose whether it has received assurance from the Chief
Executive Officer (or equivalent) and the Chief Financial Officer (or equivalent) that the
declaration provided in accordance with section 295A of the Corporations Act is founded on a sound
system of risk and internal control and that system is operating effectively in all material
respects in relation to financial reporting risks
  Recommendation 7.4  Provide the information required to be disclosed under Principle 7
 Reporting Requirement
  Principle 8  Remunerate fairly and responsibly
 Recommendation 8.1  The Board should establish a remuneration committee
 www.revamedical.com
 Recommendation 8.2  Clearly distinguish the structure of non-executive directors remuneration
from that of executive directors and senior executives
  Recommendation 8.3  Provide the information required to be disclosed under Principle 8
    69




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##### Table of Contents



Reporting Requirement
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees and Services
  
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
  1.
    
    Financial Statements  The following financial statements are included in this report:
 
 2.
    
    List of Financial Statement Schedules  All schedules are omitted because they are not
applicable or the required information is shown in the financial statements or notes thereto.3.
    
    Exhibits  The exhibits listed in the accompanying Index to Exhibits are filed or
incorporated by reference as part of this Annual Report on Form 10-K.
 70




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##### Table of Contents



SIGNATURES
  REVA Medical, Inc.Dated:  March 30, 2011
    By:
    /s/  Robert B. StockmanName:
    Robert B. StockmanTitle:
    Chairman of the Board and
Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Robert B. Stockman
    
    Chairman of the Board and
    
    March 30, 2011Robert B. Stockman
    
    Chief Executive Officer
(Principal Executive Officer)/s/ Katrina Thompson
    
    Chief Financial Officer
    
    March 30, 2011Katrina Thompson
    
    (Principal Financial Officer and
Principal Accounting Officer)/s/ Robert K. Schultz, Ph.D.
    
    President and
    
    March 30, 2011Robert K. Schultz, Ph.D.
    
    Chief Operating Officer/s/ Brian Dovey

Brian Dovey
    
    Director
    
    March 30, 2011/s/ Anne Keating

Anne Keating
    
    Director
    
    March 30, 2011/s/ Gordon E. Nye

Gordon E. Nye
    
    Director
    
    March 30, 2011/s/ James J. Schiro

James J. Schiro
    
    Director
    
    March 30, 2011/s/ Robert Thomas

Robert Thomas
    
    Director
    
    March 30, 2011
 71




---



##### Table of Contents



INDEX TO FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets
    
    
    F-3Consolidated Statements of Operations
    
    
    F-5Consolidated Statements of Cash Flows
    
    
    F-6Consolidated Statements of Convertible Preferred Stock and Stockholders Equity (Deficit)
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-10
 F - 1




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/         Ernst & Young LLP 
 F - 2




---



##### Table of Contents



REVA Medical, Inc.
 
 Consolidated Balance Sheets
  December 31,2009
    
    
    2010AssetsCurrent Assets:Cash and cash equivalents
    
    $
    7,233
    
    
    $
    81,747Prepaid expenses and other current assets
    
    
    68
    
    
    
    765Total current assets
    
    
    7,301
    
    
    
    82,512Property and equipment, net
    
    
    1,134
    
    
    
    963Other non-current assets
    
    
    7
    
    
    
    Total Assets
    
    $
    8,442
    
    
    $
    83,475Liabilities, Convertible Preferred Stock, and Stockholders Equity (Deficit)Current Liabilities:Accounts payable
    
    $
    817
    
    
    $
    937Accrued expenses and other current liabilities
    
    
    399
    
    
    
    591Total current liabilities
    
    
    1,216
    
    
    
    1,528Long-term notes payable, net ($20,029 held by related parties at December 31, 2009; none
held at December 31, 2010)
    
    
    20,304
    
    
    
    Accrued interest on long-term notes payable ($6,857 to related parties at December 31, 2009;
none at December 31, 2010)
    
    
    6,971
    
    
    
    Repayment premium on long-term notes payable ($10,550 to related parties at December
31, 2009; none at December 31, 2010)
    
    
    11,100
    
    
    
    Preferred stock warrant liability
    
    
    780
    
    
    
    Other long-term liabilities
    
    
    31
    
    
    
    Total long-term liabilities
    
    
    39,186
    
    
    
    Total Liabilities
    
    
    40,402
    
    
    
    1,528Commitments and contingencies (Note 10)
   F - 3




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##### Table of Contents



REVA Medical, Inc.   Consolidated Balance Sheets
  December 31,2009
    
    
    2010Liabilities, Convertible Preferred Stock, and Stockholders Equity (Deficit)  continuedConvertible Preferred Stock($0.0001 par value; 20,676,918 shares authorized at December 31,
2009 and none at December 31, 2010):Series A  1,814,558 shares authorized, issued, and outstanding at December 31, 2009 and none at
December 31, 2010; liquidation preference of $1,803 at December 31, 2009 and none at December 31, 2010
    
    
    382
    
    
    
    Series B  833,333 shares authorized, issued, and outstanding at December 31, 2009 and none at
December 31, 2010; liquidation preference of $987 at December 31, 2009 and none at December 31, 2010
    
    
    1,000
    
    
    
    Series C  558,374 shares authorized, issued, and outstanding at December 31, 2009 and none at
December 31, 2010; liquidation preference of $1,085 at December 31, 2009 and none at December 31, 2010
    
    
    1,100
    
    
    
    Series D  819,673 shares authorized, issued, and outstanding at December 31, 2009 and none at
December 31, 2010; liquidation preference of $1,973 at December 31, 2009 and none at December 31, 2010
    
    
    2,000
    
    
    
    Series E  2,550,980 shares authorized and 2,450,980 shares issued and outstanding at December 31, 2009
and none at December 31, 2010; liquidation preference of $29,600 at December 31, 2009 and none at
December 31, 2010
    
    
    15,000
    
    
    
    Series F  1,000,000 shares authorized at December 31, 2009 and none at December 31, 2010; no shares
issued or outstanding
    
    
    
    
    
    
    Series G-1  3,500,000 shares authorized and 1,014,199 shares issued and outstanding at December 31, 2009
and none at December 31, 2010; liquidation preference of $10,000 at December 31, 2009 and none at
December 31, 2010
    
    
    9,500
    
    
    
    Series G-2  600,000 shares authorized at December 31, 2009 and none at December 31, 2010;
no shares issued or outstanding
    
    
    
    
    
    
    Series H  9,000,000 shares authorized and 6,172,784 shares issued and outstanding at December 31, 2009
and none at December 31, 2010; liquidation preference of $47,164 at December 31, 2009 and none at
December 31, 2010
    
    
    40,089
    
    
    
    Total Convertible Preferred Stock
    
    
    69,071
    
    
    
    Stockholders Equity (Deficit):Common stock   $0.0001 par value; 30,000,000 shares authorized at December 31, 2009 and
100,000,000 shares authorized at December 31, 2010; 2,610,745 shares issued and
outstanding at December 31, 2009 and 32,760,503 shares issued and outstanding
at December 31, 2010
    
    
    
    
    
    
    3Non-voting common stock   $0.0001 par value; 130,000 shares authorized and 128,484
shares issued and outstanding at December 31, 2009 and none at December 31, 2010
    
    
    
    
    
    
    Class B common stock   $0.0001 par value; no shares authorized at December 31, 2009
and 25,000,000 shares authorized at December 31, 2010; no shares issued or outstanding
    
    
    
    
    
    
    Undesignated preferred stock   $0.0001 par value; no shares authorized at December 31, 2009
and 5,000,000 shares authorized at December 31, 2010; no shares issued or outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    
    
    
    
    210,847Accumulated other comprehensive income
    
    
    2
    
    
    
    Deficit accumulated during the development stage
    
    
    (101,033
    )
    
    
    (128,903
    )Total Stockholders Equity (Deficit)
    
    
    (101,031
    )
    
    
    81,947Total Liabilities, Convertible Preferred Stock, and Stockholders Equity (Deficit)
    
    $
    8,442
    
    
    $
    83,475
  F - 4




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##### Table of Contents



REVA Medical, Inc.
 
 Consolidated Statements of Operations
 Period fromJune 3, 1998(inception) toYear Ended December 31,
    
    
    December 31,2008
    
    
    2009
    
    
    2010
    
    
    2010Operating Expense:Research and development
    
    $
    11,378
    
    
    $
    10,272
    
    
    $
    6,826
    
    
    $
    74,321General and administrative
    
    
    2,205
    
    
    
    2,241
    
    
    
    3,292
    
    
    
    20,192Loss from operations
    
    
    (13,583
    )
    
    
    (12,513
    )
    
    
    (10,118
    )
    
    
    (94,513
    )Other Income (Expense):Interest income
    
    
    124
    
    
    
    26
    
    
    
    116
    
    
    
    1,095Related party interest expense
    
    
    (1,794
    )
    
    
    (1,532
    )
    
    
    (1,510
    )
    
    
    (21,113
    )Interest expense
    
    
    (80
    )
    
    
    (47
    )
    
    
    (39
    )
    
    
    (952
    )Interest from amortization of notes payable premium
    
    
    
    
    
    
    
    
    
    
    2,283
    
    
    
    2,283Gain (loss) on change in fair value of preferred
stock rights and warrant liabilities
    
    
    2,617
    
    
    
    215
    
    
    
    (990
    )
    
    
    1,795Loss on extinguishment of notes payable
    
    
    
    
    
    
    
    
    
    
    (13,285
    )
    
    
    (13,285
    )Other income (expense)
    
    
    2
    
    
    
    7
    
    
    
    36
    
    
    
    (40
    )Net Loss
    
    
    (12,714
    )
    
    
    (13,844
    )
    
    
    (23,507
    )
    
    
    (124,730
    )Cumulative dividends and deemed dividends on
Series H convertible preferred stock
    
    
    (1,074
    )
    
    
    (2,358
    )
    
    
    (7,200
    )
    
    
    (10,695
    )Net Loss Attributable to Common Stockholders
    
    $
    (13,788
    )
    
    $
    (16,202
    )
    
    $
    (30,707
    )
    
    $
    (135,425
    )Net Loss Per Common Share:Net loss per share, basic and diluted
    
    $
    (5.06
    )
    
    $
    (5.91
    )
    
    $
    (7.72
    )Shares used to compute net loss per share,
basic and diluted
    
    
    2,727,191
    
    
    
    2,739,229
    
    
    
    3,975,144
  F - 5




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##### Table of Contents



REVA Medical, Inc.
 
 Consolidated Statements of Cash Flows
 Period fromJune 3, 1998(inception) toYear Ended December 31,
    
    
    December 31,2008
    
    
    2009
    
    
    2010
    
    
    2010Cash Flows from Operating Activities:Net loss
    
    $
    (12,714
    )
    
    $
    (13,844
    )
    
    $
    (23,507
    )
    
    $
    (124,730
    )Non-cash adjustments to reconcile net loss to net cash used for
operating activities:Depreciation and amortization
    
    
    257
    
    
    
    466
    
    
    
    471
    
    
    
    2,841Loss (gain) on property and equipment disposal and impairment
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    585Stock-based compensation
    
    
    112
    
    
    
    227
    
    
    
    1,185
    
    
    
    2,028Interest on notes payable
    
    
    1,837
    
    
    
    1,579
    
    
    
    (734
    )
    
    
    8,562Repayment premium on notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,100Loss (gain) on change in fair value of preferred stock warrant
liability
    
    
    195
    
    
    
    (215
    )
    
    
    990
    
    
    
    970Gain on change in fair value of preferred stock rights liability
    
    
    (2,812
    )
    
    
    
    
    
    
    
    
    
    
    (2,765
    )Loss on extinguishment of notes payable
    
    
    
    
    
    
    
    
    
    
    13,285
    
    
    
    13,285Other non-cash expenses (income)
    
    
    28
    
    
    
    8
    
    
    
    (37
    )
    
    
    43Changes in operating assets and liabilities:Prepaid expenses and other current assets
    
    
    65
    
    
    
    47
    
    
    
    (697
    )
    
    
    (765
    )Other non-current assets
    
    
    (7
    )
    
    
    
    
    
    
    7
    
    
    
    Accounts payable
    
    
    396
    
    
    
    (426
    )
    
    
    120
    
    
    
    937Accrued expenses and other current liabilities
    
    
    47
    
    
    
    (411
    )
    
    
    198
    
    
    
    560Net cash used for operating activities
    
    
    (12,598
    )
    
    
    (12,569
    )
    
    
    (8,719
    )
    
    
    (87,349
    )Cash Flows from Investing Activities:Purchases of property and equipment
    
    
    (516
    )
    
    
    (733
    )
    
    
    (300
    )
    
    
    (4,550
    )Sales of property and equipment
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    161Purchases of short-term investments
    
    
    (8,789
    )
    
    
    
    
    
    
    
    
    
    
    (17,886
    )Maturities of short-term investments
    
    
    1,290
    
    
    
    7,499
    
    
    
    
    
    
    
    17,886Net cash provided by (used for) investing activities
    
    
    (8,013
    )
    
    
    6,766
    
    
    
    (300
    )
    
    
    (4,389
    )Cash Flows from Financing Activities:Proceeds from issuances of convertible preferred stock, net of costs
    
    
    20,000
    
    
    
    5,000
    
    
    
    8,034
    
    
    
    68,917Proceeds from issuances of common stock
    
    
    
    
    
    
    
    
    
    
    84,278
    
    
    
    84,933Initial public offering costs
    
    
    
    
    
    
    
    
    
    
    (8,490
    )
    
    
    (8,490
    )Proceeds from exercises of warrants
    
    
    
    
    
    
    
    
    
    
    263
    
    
    
    263Repurchases of stock
    
    
    
    
    
    
    
    
    
    
    (550
    )
    
    
    (638
    )Proceeds from issuances of notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,600Repayments of notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (100
    )Net cash provided by financing activities
    
    
    20,000
    
    
    
    5,000
    
    
    
    83,535
    
    
    
    173,485Net increase (decrease) in cash and cash equivalents
    
    
    (611
    )
    
    
    (803
    )
    
    
    74,516
    
    
    
    81,747Effect of foreign exchange rates
    
    
    (1
    )
    
    
    
    
    
    
    (2
    )
    
    
    Cash and cash equivalents at beginning of period
    
    
    8,648
    
    
    
    8,036
    
    
    
    7,233
    
    
    
    Cash and cash equivalents at end of period
    
    $
    8,036
    
    
    $
    7,233
    
    
    $
    81,747
    
    
    $
    81,747Supplemental Cash and Non-Cash Information(also see Consolidated
Statements of Stockholders Equity for non-cash transactions that arose upon
our IPO in December 2010):Cash paid for interest
    
    $
    37
    
    
    $
    
    
    
    $
    
    
    
    $
    126Preferred stock issued upon conversion of notes payable
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    7,950
  F - 6




---



##### Table of Contents



REVA Medical, Inc.
 
 Consolidated Statements of Convertible Preferred Stock and Stockholders Equity (Deficit)  Period from June 3, 1998 (inception) to December 31, 2010
  Accumulated
    
    
    Deficit
    
    
    TotalOther
    
    
    Accumulated
    
    
    Stock-Convertible
    
    
    
    Common Stock
    
    
    Additional
    
    
    Compre-
    
    
    During the
    
    
    holdersPreferred Stock
    
    
    
    Voting
    
    
    Non-Voting
    
    
    Paid-In
    
    
    hensive
    
    
    Development
    
    
    EquityShares
    
    
    Amount
    
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Income(Loss)
    
    
    Stage
    
    
    (Deficit)Common stock issued June 1998 to July 1999
for cash at $0.0001 to $0.67 per share
    
    
    
    
    
    $
    
    
    
    
    
    2,452,088
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    278
    
    
    $
    
    
    
    $
    
    
    
    $
    278Net loss June 3, 1998 (inception) to November
30, 1999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (492
    )
    
    
    (492
    )Recapitalization of Company December 1999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (492
    )
    
    
    
    
    
    
    492
    
    
    
    Series A preferred stock issued December 1999
in exchange for common stock on a 1-for-1
basis upon recapitalization of Company
    
    
    1,618,058
    
    
    
    185
    
    
    
    
    (1,618,058
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (185
    )
    
    
    
    
    
    
    
    
    
    
    (185
    )Series A and Series B preferred stock issued
December 1999 for cash at $1.007 and $1.20
per share, respectively
    
    
    1,029,833
    
    
    
    1,197
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Series C preferred stock issued July 2000 for
cash at $1.97 per share
    
    
    558,374
    
    
    
    1,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Series D preferred stock issued February 2001
for cash at $2.44 per share
    
    
    819,673
    
    
    
    2,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Series E preferred stock issued June 2001 to
February 2002 for cash at $6.12 per share
    
    
    2,450,980
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Series G-1 preferred stock issued October 2004
for cash at $9.86 per share
    
    
    709,939
    
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance costs on Series G-1 preferred stock
    
    
    
    
    
    
    (500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Series G-1 preferred stock issued October 2004
upon conversion of notes payable and
accrued interest at $9.86 per share
    
    
    304,260
    
    
    
    3,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Series H preferred stock issued December 2007
for cash at $6.5066 per share
    
    
    1,536,901
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance costs on Series H preferred stock
    
    
    
    
    
    
    (100
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Series H preferred stock issued December 2007
upon conversion of notes payable and
accrued interest at $6.5066 per share
    
    
    793,629
    
    
    
    5,164
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value of rights in 2007 of possible future
issuances of Series H preferred stock
    
    
    
    
    
    
    (3,905
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative dividends in 2007 on Series H preferred
stock at $0.3995 per share per year
    
    
    
    
    
    
    63
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (63
    )
    
    
    
    
    
    
    
    
    
    
    (63
    )Value of beneficial conversion feature on
convertible notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    365
    
    
    
    
    
    
    
    
    
    
    
    365Fair value of warrants to purchase Series E
and Series F preferred stock reclassified to
long-term liability upon adoption of
accounting pronouncement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (435
    )
    
    
    
    
    
    
    
    
    
    
    (435
    )Change in fair value during 2007 of embedded
conversion features of notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    744
    
    
    
    
    
    
    
    
    
    
    
    744Fair value of warrants issued September 2003 in
connection with notes payable to purchase
82,805 shares of Series E preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    315
    
    
    
    
    
    
    
    
    
    
    
    315Fair value of warrants issued April 2004 in
connection with notes payable to purchase
53,354 shares of Series F preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    230
    
    
    
    
    
    
    
    
    
    
    
    230Fair Value of warrants issued December 2007 in
connection with Series H preferred stock to
purchase 466,108 shares of common stock
    
    
    
    
    
    
    (210
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    210
    
    
    
    
    
    
    
    
    
    
    
    210Common stock issued December 1999 to October
2000 for cash at $0.10 to $0.20 per share
    
    
    
    
    
    
    
    
    
    
    
    910,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    106
    
    
    
    
    
    
    
    
    
    
    
    106(continued on page 2 of 3)
  F - 7




---



##### Table of Contents



REVA Medical, Inc.   Consolidated Statements of Convertible Preferred Stock and Stockholders Equity (Deficit)
Period from June 3, 1998 (inception) to December 31, 2010
  Accumulated
    
    
    Deficit
    
    
    TotalOther
    
    
    Accumulated
    
    
    Stock-Convertible
    
    
    
    Common Stock
    
    
    Additional
    
    
    Compre-
    
    
    During the
    
    
    holdersPreferred Stock
    
    
    
    Voting
    
    
    Non-Voting
    
    
    Paid-In
    
    
    hensive
    
    
    Development
    
    
    EquityShares
    
    
    Amount
    
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Income(Loss)
    
    
    Stage
    
    
    (Deficit)(continued from page 1 of 3)Common stock issued February 2001 to October
2006 upon exercise of stock options for cash
at $0.10 to $1.00 per share
    
    
    
    
    
    
    
    
    
    
    
    1,055,715
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    456
    
    
    
    
    
    
    
    
    
    
    
    456Common stock repurchased August 2000 for
cash at $0.0001 per share
    
    
    
    
    
    
    
    
    
    
    
    (189,500
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-voting common stock issued May 2001 for
technology license valued at $0.25 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    481,813
    
    
    
    
    
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    13Non-voting common stock repurchased August
2004 for cash at $0.25 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (353,329
    )
    
    
    
    
    
    
    (88
    )
    
    
    
    
    
    
    
    
    
    
    (88
    )Non-voting common stock vested July 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    60Non-cash distribution of assets to stockholders
July 2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (60
    )
    
    
    
    
    
    
    
    
    
    
    (60
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    504
    
    
    
    
    
    
    
    
    
    
    
    504Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    3Net loss December 1, 1999 (recapitalization) to
December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (74,173
    )
    
    
    (74,173
    )Balance at December 31, 2007
    
    
    9,821,647
    
    
    $
    39,994
    
    
    
    
    2,610,745
    
    
    $
    
    
    
    
    128,484
    
    
    $
    
    
    
    $
    1,958
    
    
    $
    3
    
    
    $
    (74,173
    )
    
    $
    (72,212
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,714
    )
    
    
    (12,714
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,715
    )Series H preferred stock issued September and
December for cash at $6.5066 per share
    
    
    3,073,800
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Realized value of rights to possible future
issuances of Series H preferred stock
    
    
    
    
    
    
    1,140
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fair value of warrants to purchase 614,760 shares
of common stock issued in connection with
Series H preferred stock issuance
    
    
    
    
    
    
    (295
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    295
    
    
    
    
    
    
    
    
    
    
    
    295Cumulative dividends on Series H preferred
stock at $0.3995 per share per year
    
    
    
    
    
    
    1,074
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,074
    )
    
    
    
    
    
    
    
    
    
    
    (1,074
    )Change in fair value of embedded conversion
feature
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    338
    
    
    
    
    
    
    
    
    
    
    
    338Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112
    
    
    
    
    
    
    
    
    
    
    
    112Balance at December 31, 2008
    
    
    12,895,447
    
    
    $
    61,913
    
    
    
    
    2,610,745
    
    
    $
    
    
    
    
    128,484
    
    
    $
    
    
    
    $
    1,629
    
    
    $
    2
    
    
    $
    (86,887
    )
    
    $
    (85,256
    )Net loss and comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,844
    )
    
    
    (13,844
    )Series H preferred stock issued September for
cash at $6.5066 per share
    
    
    768,454
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fair value of warrants to purchase 153,692 shares
of common stock issued in connection with
Series H preferred stock issuance
    
    
    
    
    
    
    (200
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    200Cumulative dividends on Series H preferred
stock at $0.3995 per share per year
    
    
    
    
    
    
    2,358
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,056
    )
    
    
    
    
    
    
    (302
    )
    
    
    (2,358
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    227
    
    
    
    
    
    
    
    
    
    
    
    227Balance at December 31, 2009
    
    
    13,663,901
    
    
    $
    69,071
    
    
    
    
    2,610,745
    
    
    $
    
    
    
    
    128,484
    
    
    $
    
    
    
    $
    
    
    
    $
    2
    
    
    $
    (101,033
    )
    
    $
    (101,031
    )
  F - 8




---



##### Table of Contents



REVA Medical, Inc.   Consolidated Statements of Convertible Preferred Stock and Stockholders Equity (Deficit)
Period from June 3, 1998 (inception) to December 31, 2010
  Accumulated
    
    
    Deficit
    
    
    TotalOther
    
    
    Accumulated
    
    
    Stock-Convertible
    
    
    
    Common Stock
    
    
    Additional
    
    
    Compre-
    
    
    During the
    
    
    holdersPreferred Stock
    
    
    
    Voting
    
    
    Non-Voting
    
    
    Paid-In
    
    
    hensive
    
    
    Development
    
    
    EquityShares
    
    
    Amount
    
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Income(Loss)
    
    
    Stage
    
    
    (Deficit)Balance at December 31, 2009
    
    
    13,663,901
    
    
    $
    69,071
    
    
    
    
    2,610,745
    
    
    $
    
    
    
    
    128,484
    
    
    $
    
    
    
    $
    
    
    
    $
    2
    
    
    $
    (101,033
    )
    
    $
    (101,031
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,507
    )
    
    
    (23,507
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    
    
    
    
    (2
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,509
    )Series H preferred stock issued June for cash at
$6.5066 per share
    
    
    1,075,831
    
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proceeds in June from Series H preferred stock
escrow fund
    
    
    
    
    
    
    484
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fair value of warrants to purchase 215,165 shares
of common stock issued in connection with
Series H preferred stock issuance
    
    
    
    
    
    
    (840
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    840
    
    
    
    
    
    
    
    
    
    
    
    840Purchase for reissuance in March of Series H
preferred stock and warrants to purchase 92,214
shares of common stock for cash at $0.99 per share
    
    
    (461,071
    )
    
    
    (550
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Reissuance in May of Series H preferred stock and
warrants to purchase 92,214 shares of common
stock for cash at $0.99 per share
    
    
    461,071
    
    
    
    550
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deemed dividends on Series H preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,363
    
    
    
    
    
    
    
    (4,363
    )
    
    
    Cumulative dividends on Series H preferred
stock at $0.3995 per share per year
    
    
    
    
    
    
    2,837
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,837
    )
    
    
    
    
    
    
    
    
    
    
    (2,837
    )Change in fair value of embedded conversion feature
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,161
    
    
    
    
    
    
    
    
    
    
    
    11,161Common stock issued February upon exercise of
stock options for cash at $0.10 to $1.40 per share
    
    
    
    
    
    
    
    
    
    
    
    2,714
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock issued December upon conversion
of preferred convertible stock
    
    
    (14,739,732
    )
    
    
    (78,552
    )
    
    
    
    14,929,713
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    78,551
    
    
    
    
    
    
    
    
    
    
    
    78,552Common stock issued December upon conversion
of non-voting common stock
    
    
    
    
    
    
    
    
    
    
    
    128,484
    
    
    
    
    
    
    
    (128,484
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Common stock issued December upon conversion
of long-term notes payable and accrued interest
    
    
    
    
    
    
    
    
    
    
    
    5,638,778
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    28,664
    
    
    
    
    
    
    
    
    
    
    
    28,665Transfer of repayment premium on long-term notes
payable in December upon conversion of notes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,100
    
    
    
    
    
    
    
    
    
    
    
    11,100Common stock issued December upon exercise of
warrants for cash at $3.28 to $6.5066 per share
    
    
    
    
    
    
    
    
    
    
    
    49,535
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    263
    
    
    
    
    
    
    
    
    
    
    
    263Common stock issued December upon net exercise
of warrants at $3.28 to $6.5066 per share
    
    
    
    
    
    
    
    
    
    
    
    700,034
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Transfer of preferred stock warrant liability in
December upon exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,770
    
    
    
    
    
    
    
    
    
    
    
    1,770Common stock issued December upon initial public
offering at $10.9065 per share
    
    
    
    
    
    
    
    
    
    
    
    7,727,273
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    84,277
    
    
    
    
    
    
    
    
    
    
    
    84,278Issuance costs of initial public offering
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,490
    )
    
    
    
    
    
    
    
    
    
    
    (8,490
    )Common stock issued December for cumulative
dividends on Series H convertible preferred stock
    
    
    
    
    
    
    
    
    
    
    
    973,227
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,185
    
    
    
    
    
    
    
    
    
    
    
    1,185Balance at December 31, 2010
    
    
    
    
    
    $
    
    
    
    
    
    32,760,503
    
    
    $
    3
    
    
    
    
    
    
    $
    
    
    
    $
    210,847
    
    
    $
    
    
    
    $
    (128,903
    )
    
    $
    81,947
 F - 9




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##### Table of Contents



REVA Medical, Inc.
 
 Notes to Consolidated Financial Statements
 1. Description of Business
    2. Stage of Company, Capital Resources, and Basis of Presentation
 Development Stage and Capital Resources :
 Initial Public Offering :
  Consolidation :
 Use of Estimates :
 F - 10




---



##### Table of Contents



Notes to Consolidated Financial Statements
 3. Significant Accounting Policies
 Cash and Cash Equivalents :
 Short-Term Investments :
 Property and Equipment :
 Patents :
 Impairment of Long-Lived Assets :
 Concentrations of Credit Risk :
 Preferred Stock Warrant Liability :
 Year Ended December 31,2008
    
    
    2009
    
    
    2010Assumed risk-free interest rate
    
    
    2.3
    %
    
    
    1.7 to 2.7
    %
    
    
    0.7 to 1.1
    %Assumed volatility
    
    
    88.8
    %
    
    
    78.4
    %
    
    
    63.9
    %Expected life (in years)
    
    
    4.0 to 5.3
    
    
    
    3.0 to 4.3
    
    
    
    2.0 to 3.3Expected dividend yield
    
    
    0.0 to 6.1
    %
    
    
    0.0 to 6.1
    %
    
    
    0.0 to 6.1
    %
 F - 11




---



##### Table of Contents



Notes to Consolidated Financial Statements
 3. Significant Accounting Policies
 Preferred Stock Warrant Liability (continued) :
 Research and Development :
 Segment Information :
 Income Taxes :
  Stock-Based Compensation :
  Foreign Currency :
 F - 12




---



##### Table of Contents



Notes to Consolidated Financial Statements
 3. Significant Accounting Policies
 Preferred Stock Warrant Liability (continued) :
 Research and Development :
 Segment Information :
 Income Taxes :
  Stock-Based Compensation :
  Foreign Currency :
 F - 13




---



##### Table of Contents



Notes to Consolidated Financial Statements
 3. Significant Accounting Policies
 Comprehensive Loss :
 Net Loss Per Common Share :
  Year Ended December 31,2008
    
    
    2009
    
    
    2010Convertible preferred stock
    
    
    13,085,428
    
    
    
    13,853,882
    
    
    
    Common stock options
    
    
    1,623,000
    
    
    
    1,563,214
    
    
    
    3,026,800Convertible notes payable and accrued interest
    
    
    2,991,461
    
    
    
    3,124,041
    
    
    
    Convertible preferred stock warrants
    
    
    289,851
    
    
    
    289,851
    
    
    
    Common stock warrants
    
    
    1,080,868
    
    
    
    1,234,560
    
    
    
    19,070,608
    
    
    
    20,065,548
    
    
    
    3,026,800
 Fair Value Measurements :
    F - 14




---



##### Table of Contents



Notes to Consolidated Financial Statements
 3. Significant Accounting Policies
 Fair Value Measurements (continued ) :
   Assets and Liabilities Measured at Fair Value on a Recurring Basis :
  Level 3Balance at December 31, 2007
    
    $
    Transfer in upon adoption of fair value guidance:Preferred stock rights liability
    
    
    3,952Preferred stock warrant liability
    
    
    800Transfer to preferred stock upon settlement
    
    
    (1,140
    )Change in fair value of preferred stock rights liability
    
    
    (2,812
    )Change in fair value of preferred stock warrant liability
    
    
    195Balance at December 31, 2008
    
    
    995Change in fair value of preferred stock warrant liability
    
    
    (215
    )Balance at December 31, 2009
    
    
    780Change in fair value of preferred stock warrant liability
    
    
    990Transfer to additional paid-in capital upon exercise of warrants
    
    (1,770)Balance at December 31, 2010
    
    $
    
 Fair Value of Financial Instruments not Measured at Fair Value on a Recurring Basis :
 F - 15




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##### Table of Contents



Notes to Consolidated Financial Statements
 3. Significant Accounting Policies
 Recent Accounting Pronouncements :
  4. Notes Payable
  December 31,20096.25% Unsecured notes
    
    $
    3,800Repayment premium on 6.25% notes
    
    
    7,6006.75% Unsecured convertible notes
    
    
    1,750Repayment premium on 6.75% notes
    
    
    3,5002005 Unsecured convertible notes
    
    
    10,0002006 Unsecured convertible note
    
    
    5,000Unamortized debt discount
    
    
    (246
    )$
    31,404
  F - 16




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##### Table of Contents



Notes to Consolidated Financial Statements
 4. Notes Payable
    F - 17




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##### Table of Contents



Notes to Consolidated Financial Statements
 5. Balance Sheet Details
 December 31,2009
    
    
    2010Property and equipment:Furniture and office equipment
    
    $
    332
    
    
    $
    351Laboratory equipment
    
    
    2,131
    
    
    
    2,400Leasehold improvements
    
    
    559
    
    
    
    5593,022
    
    
    
    3,310Accumulated depreciation and amortization
    
    
    (1,888
    )
    
    
    (2,347
    )$
    1,134
    
    
    $
    963Accrued expenses and other current liabilities:Accrued salaries and other employee costs
    
    $
    199
    
    
    $
    353Accrued operating expenses
    
    
    112
    
    
    
    192Accrued use taxes
    
    
    51
    
    
    
    15Deferred rent
    
    
    37
    
    
    
    31$
    399
    
    
    $
    591
 6. Income Taxes
   December 31,2009
    
    
    2010Deferred Tax Assets:Interest on notes payable
    
    $
    2,776
    
    
    $
    Investment write-off loss carryforward
    
    
    1,034
    
    
    
    1,034Depreciation
    
    
    46
    
    
    
    154Accrued operating expenses
    
    
    39
    
    
    
    38Other
    
    
    62
    
    
    
    643,957
    
    
    
    1,290Less: valuation allowance
    
    
    (3,957
    )
    
    
    (1,290
    )Net deferred tax assets
    
    $
    
    
    
    $
    
  F - 18




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##### Table of Contents



Notes to Consolidated Financial Statements
 6. Income Taxes
    Year Ended December 31,2008
    
    
    2009
    
    
    2010Federal income taxes at 34%
    
    $
    (4,323
    )
    
    $
    (4,707
    )
    
    $
    (7,993
    )State income taxes, net of federal benefit
    
    
    (741
    )
    
    
    (807
    )
    
    
    (1,370
    )Research and development credits
    
    
    (809
    )
    
    
    (760
    )
    
    
    (682
    )Stock-based compensation expense
    
    
    45
    
    
    
    90
    
    
    
    472Increase in valuation allowance
    
    
    6,631
    
    
    
    6,061
    
    
    
    310Loss on extinguishment of notes payable
    
    
    
    
    
    
    
    
    
    
    5,291Loan premium payoff
    
    
    
    
    
    
    
    
    
    
    4,421Change in fair value of preferred warrants
    
    
    78
    
    
    
    (86
    )
    
    
    394Change in fair value of preferred stock
purchase rights
    
    
    (1,120
    )
    
    
    
    
    
    
    Other
    
    
    239
    
    
    
    209
    
    
    
    (843
    )$
    
    
    
    $
    
    
    
    $
    
 7. Convertible Preferred Stock
  Dividends :
 F - 19




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##### Table of Contents



Notes to Consolidated Financial Statements
 7. Convertible Preferred Stock
 Series H Convertible Preferred Stock :
  Limitations on Ability to Declare Dividends and Certain Other Transactions :
 Preferred Stock Warrants :
  Common Stock Warrants :
 F - 20




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##### Table of Contents



Notes to Consolidated Financial Statements
 8. Stock-Based Compensation
   WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateOptions
    
    
    Exercise
    
    
    Contractual
    
    
    IntrinsicOutstanding
    
    
    Price
    
    
    Term (years)
    
    
    ValueBalance at December 31, 2007
    
    
    988,000
    
    
    $
    1.03Granted
    
    
    643,500
    
    
    $
    1.40Cancelled
    
    
    (21,000
    )
    
    $
    1.14Balance at December 31, 2008
    
    
    1,610,500
    
    
    $
    1.17Granted
    
    
    50,000
    
    
    $
    1.80Cancelled
    
    
    (109,786
    )
    
    $
    1.24Balance at December 31, 2009
    
    
    1,550,714
    
    
    $
    1.19Granted
    
    
    1,467,500
    
    
    $
    11.00Cancelled
    
    
    (1,200
    )
    
    $
    1.40Exercised
    
    
    (214
    )
    
    $
    1.40Balance at December 31, 2010
    
    
    3,016,800
    
    
    $
    5.96
    
    
    
    7.62
    
    
    $
    19,428Vested at December 31, 2010
    
    
    1,163,600
    
    
    $
    1.11
    
    
    
    4.74
    
    
    $
    13,137
     F - 21




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##### Table of Contents



Notes to Consolidated Financial Statements
 8. Stock-Based Compensation
    .
 9. Retirement Plan
  F - 22




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##### Table of Contents



Notes to Consolidated Financial Statements
 10. Commitments and Contingencies
     11. Related Parties
  12. Selected Quarterly Financial Information (unaudited)
  QuarterFirst
    
    
    Second
    
    
    Third
    
    
    Fourth
    
    
    Year2009:Loss from operations
    
    $
    (3,068
    )
    
    $
    (3,311
    )
    
    $
    (3,049
    )
    
    $
    (3,085
    )
    
    $
    (12,513
    )Net loss
    
    
    (3,383
    )
    
    
    (3,645
    )
    
    
    (3,391
    )
    
    
    (3,425
    )
    
    
    (13,844
    )Net loss attributable to common stockholders
    
    
    (3,928
    )
    
    
    (4,203
    )
    
    
    (3,987
    )
    
    
    (4,084
    )
    
    
    (16,202
    )Net loss per common share, basic and diluted
    
    $
    (1.43
    )
    
    $
    (1.53
    )
    
    $
    (1.46
    )
    
    $
    (1.49
    )
    
    $
    (5.91
    )2010:Loss from operations
    
    $
    (2,231
    )
    
    $
    (2,618
    )
    
    $
    (2,491
    )
    
    $
    (2,778
    )
    
    $
    (10,118
    )Net loss
    
    
    (2,976
    )
    
    
    (3,387
    )
    
    
    (3,073
    )
    
    
    (14,071
    )
    
    
    (23,507
    )Net loss attributable to common stockholders
    
    
    (3,631
    )
    
    
    (8,456
    )
    
    
    (3,870
    )
    
    
    (14,750
    )
    
    
    (30,707
    )Net loss per common share, basic and diluted
    
    $
    (1.33
    )
    
    $
    (3.08
    )
    
    $
    (1.41
    )
    
    $
    (1.93
    )
    
    $
    (7.72
    )
 F - 23




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description of Exhibits3.1
    
    Amended and Restated Certificate of Incorporation.*3.2
    
    Amended and Restated Bylaws to be effective upon completion of this offering.*4.1
    
    Form of Stock Certificate.*4.2
    
    Form of Amended and Restated Investors Rights Agreement, by and among REVA
Medical, Inc. and the holders of our preferred stock set forth therein.*10.1
    
    Telecom Business Center Business Lease between FSP Telecom Business Center
Limited Partnership and REVA Medical, Inc. dated December 18, 2001.*10.2
    
    First Amendment to Telecom Business Center Business Lease between FSP Telecom
Business Center Limited Partnership and REVA Medical, Inc. dated January 3,
2005.*10.3
    
    Second Amendment to Telecom Business Center Business Lease between ARI Commercial
Properties, Inc. and REVA Medical, Inc. dated February 18, 2006.*10.4
    
    Third Amendment to Telecom Business Center Business Lease between ARI Commercial
Properties, Inc. and REVA Medical, Inc. dated December 14, 2006.*10.5
    
    Fourth Amendment to Telecom Business Center Business Lease between ARI Commercial
Properties, Inc. and REVA Medical, Inc. dated May 7, 2008.*10.6
    
    Agreement and Plan of Merger, dated October 13, 2004, by and among REVA Medical,
Inc., Boston Scientific Corporation, RMI Acquisition Corp. and certain
stockholder representatives set forth therein.*10.7
    
    Amendment No. 1 to the Agreement and Plan of Merger, dated December 7, 2007, by
and among REVA Medical, Inc., Boston Scientific Corporation, RMI Acquisition
Corp. and certain stockholder representatives set forth therein.*10.8
    
    Securities Purchase Agreement between Boston Scientific Corporation and REVA
Medical, Inc. dated October 13, 2004.*10.9
    
    Amendment No. 1 to Securities Purchase Agreement between Boston Scientific
Corporation and REVA Medical, Inc. dated December 7, 2007.*10.10
    
    Distribution Option Agreement, dated December 7, 2007, by and between REVA
Medical, Inc. and Boston Scientific Corporation.*10.11
    
    Exclusive License Agreement Number between Rutgers, The State University of New
Jersey and REVA Medical, Inc. dated July 1, 2010.++*10.12
    
    Royalty and License Agreement between Integra/LifeSciences Corporation and REVA
Medical, Inc. dated February 2, 2004.++*10.13
    
    2001 Stock Option/Stock Issuance Plan.+*10.14
    
    Form of Stock Option Agreement.+*10.15
    
    Form of Addendum to Stock Option Agreement.+*10.16
    
    2010 Equity Incentive Plan.+*10.17
    
    Form of Stock Option Agreement.+*10.18
    
    Form of Stock Option Agreement entered into with Robert Thomas and Anne Keating.+*10.19
    
    Form of Director and Officer Indemnification Agreement.+*10.20
    
    Employment Agreement, dated July 1, 2010, by and between REVA Medical, Inc. and
Robert B. Stockman.+*10.21
    
    Employment Agreement, dated October 21, 2010, by and between REVA Medical, Inc.
and Robert Schultz.+*10.22
    
    Employment Agreement, dated October 21, 2010, by and between REVA Medical, Inc.
and Katrina Thompson.+*10.23
    
    Form of Offer Management Agreement between REVA Medical, Inc. and Inteq Limited.*10.24
    
    Form of CDI Subscription Application for non U.S. investors.*10.25
    
    Form of CDI Subscription Application for U.S. investors.*10.26
    
    Form of Escrow Deed between REVA Medical, Inc. and Computershare Investor
Services Pty Limited.*21.1
    
    List of Subsidiaries.*




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits31.1
    
    Certification of Principal Executive Officer Required Under Rule 13a-14(a) and
15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Principal Financial Officer Required Under Rule 13a-14(a) and
15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1
    
    Certification of Principal Executive Officer and Principal Financial Officer
Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended,
and 18 U.S.C. §1350.99.1
    
    Section 13 of the ASX Settlement Rules.*
 
 +
    
    Management Compensation Plan++
    
    Confidential Treatment Request*
    
    Filed as exhibits to the registrants Registration Statement
on Form S-1 (File No. 333-168852), effective November 15,
2010, and incorporated herein by reference.