Delaware
|
3841
|
91-1955323
|
(State
or jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
No.)
|
CALCULATION
OF REGISTRATION FEE
|
|||||||||||||
Title
of each class of securities to be registered
|
Amount
to be
registered
|
Proposed
maximum offering price per unit(1)
|
Proposed
maximum aggregate offering price(1)
|
Amount
of registration fee(1)
|
|||||||||
Common
stock, par value $0.001
|
746,602
(2
|
)
|
$
|
0.84
|
|
$
|
627,145.68
|
|
$
|
19.25
|
|
(1)
|
The
price is estimated in accordance with Rule 457(c) under the Securities
Act
of 1933, as amended, solely for the purpose of calculating the
registration fee and represents the average of the bid and asked
prices of
the common stock on May 29, 2007, as reported on the OTC Bulletin
Board.
|
(2)
|
The
shares are currently unissued shares of common stock to be offered
for
resale by selling stockholders following issuance upon exercise of
outstanding warrants. In addition to the shares set forth in the
table,
the amount to be registered includes an indeterminate number of shares
issuable upon exercise of the warrants, as such number may be adjusted
as
a result of stock splits, stock dividends and similar transactions
in
accordance with Rule 416. Does not include (i) 2,134,942 shares previously
registered on Registration Statement No. 333-133577, for which a
registration fee was previously paid, and (ii) 15,874,131 shares
previously registered on Registration Statement Nos. 333-116439 and
333-122655, for which a registration fee was previously paid. See
Explanatory Note.
|
Page
|
|
Prospectus
Summary
|
1
|
Risk
Factors
|
3
|
Forward-Looking
Statements
|
13
|
Use
of Proceeds
|
14
|
Market
Price of Common Stock and Other Shareholder Matters
|
14
|
Management’s
Discussion and Analysis or Plan of Operation
|
16
|
Business
|
23
|
Directors,
Executive Officers, Promoters and Control Persons
|
42
|
Executive
and Director Compensation
|
46
|
Security
Ownership of Certain Beneficial Owners and Management
|
51
|
Selling
Stockholders
|
54
|
Plan
of Distribution
|
64
|
Certain
Relationships and Related Transactions
|
66
|
Description
of Securities
|
66
|
Interests
of Named Experts and Counsel
|
70
|
Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
|
70
|
Legal
Matters
|
71
|
Where
You Can Find More Information
|
71
|
Index
to Financial Statements
|
F-1
|
Common stock covered hereby |
18,715,675
shares, consisting of 9,993,593 outstanding shares owned by selling
stockholders and 8,722,082 shares issuable to selling stockholders
upon
exercise of outstanding warrants.
|
|
Common stock currently outstanding | 25,144,086 shares (1) | |
Common
stock to be outstanding assuming the
sale of all shares covered hereby and assuming
no exercise of the warrants for the
shares covered by this prospectus
|
25,144,086 shares
(1)
|
|
Common
stock to be outstanding assuming the
sale of all shares covered hereby and assuming
the exercise of all warrants for the
shares covered by this prospectus
|
33,866,168 shares (1) | |
OTC
Bulletin Board Trading Symbol
|
ABOS | |
Risk Factors | An investment in our common stock involves significant risks. See “Risk Factors” beginning on page 3. |
· |
exercising
voting, redemption and conversion rights to the detriment of the
holders
of common stock;
|
· |
receiving
preferences over the holders of common stock regarding or surplus
funds in
the event of our dissolution or
liquidation;
|
· |
delaying,
deferring or preventing a change in control of our company;
and
|
· |
discouraging
bids for our common stock.
|
· |
announcements
of the results of clinical trials by us or our
competitors;
|
· |
developments
with respect to patents or proprietary
rights;
|
· |
announcements
of technological innovations by us or our
competitors;
|
· |
announcements
of new products or new contracts by us or our
competitors;
|
· |
actual
or anticipated variations in our operating results due to the level
of
development expenses and other
factors;
|
· |
changes
in financial estimates by securities analysts and whether our earnings
meet or exceed such estimates;
|
· |
conditions
and trends in the pharmaceutical and other
industries;
|
· |
new
accounting standards; and
|
· |
general
economic, political and market conditions and other factors, and
the
occurrence of any of the risks described in this
prospectus.
|
Quarter
Ending
|
High
|
Low
|
|||||
March
31, 2005
|
$
|
1.66
|
$
|
1.60
|
|||
June
30, 2005
|
$
|
2.20
|
$
|
2.10
|
|||
September
30, 2005
|
$
|
1.90
|
$
|
1.80
|
|||
December
31, 2005
|
$
|
1.80
|
$
|
1.74
|
|||
March
31, 2006
|
$
|
1.85
|
$
|
0.65
|
|||
June
30, 2006
|
$
|
1.25
|
$
|
0.90
|
|||
September
30, 2006
|
$
|
0.92
|
$
|
0.42
|
|||
December
31, 2006
|
$
|
0.79
|
$
|
0.46
|
|||
March
31, 2007
|
$
|
0.65
|
$
|
0.43
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants,
and rights
|
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
|
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|
||
|
(a)
|
(b)
|
(c)
|
|
||||||
Equity
compensation plans approved by security holders(1)
|
2,628,876
|
$
|
1.50
|
1,371,124
|
||||||
Equity
compensation plans not approved by security holders
|
637,000
|
(2)
|
$
|
2.41
|
-0-
|
|||||
Total
|
3,265,876
|
(3)
|
$
|
1.69
|
1,371,124
|
Three
months ended
March
31, 2006
|
|
Three
months
ended
June
30, 2006
|
|
Six
months
ended
June
30, 2006
|
|
Three
months
ended
Sept.
30, 2006
|
|
Nine
months
ended
Sept.
30, 2006
|
||||||||
Net
loss
|
||||||||||||||||
As
originally reported
|
$
|
(1,069,468
|
)
|
$
|
(837,202
|
)
|
$
|
(1,906,670
|
)
|
$
|
(1,081,410
|
)
|
$
|
(2,988,080
|
)
|
|
Adjustment
|
0
|
(63,000
|
)
|
(63,000
|
)
|
(49,000
|
)
|
(112,000
|
)
|
|||||||
As
adjusted
|
$
|
(1,069,468
|
)
|
$
|
(900,202
|
)
|
$
|
(1,969,670
|
)
|
$
|
(1,130,410
|
)
|
$
|
(3,100,080
|
)
|
|
Accrued
warrant liability
|
||||||||||||||||
As
originally reported
|
$
|
680,841
|
$
|
407,717
|
$
|
524,172
|
||||||||||
Adjustment
|
271,000
|
334,000
|
497,000
|
|||||||||||||
As
adjusted
|
$
|
951,841
|
$
|
741,717
|
$
|
1,021,172
|
||||||||||
Additional
paid-in capital
|
||||||||||||||||
As
originally reported
|
$
|
14,190,980
|
$
|
14,296,357
|
$
|
14,307,052
|
||||||||||
Adjustment
|
(271,000
|
)
|
(271,000
|
)
|
(385,000
|
)
|
||||||||||
As
adjusted
|
$
|
13,919,980
|
$
|
14,025,357
|
$
|
13,922,052
|
Contractual
Obligations
|
Total
|
2007
|
2008
|
2009
|
2010
|
|||||||||||
Long-Term
Leases
|
$
|
41,000
|
$
|
41,000
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
License
Agreement
|
300,000
|
50,000
|
100,000
|
150,000
|
||||||||||||
Total
|
$
|
341,000
|
$
|
41,000
|
$
|
50,000
|
$
|
100,000
|
$
|
150,000
|
(1) |
FDA-approved
standard operating procedures.
These are standard operating procedures for production of porcine
cells
including harvesting, freezing, storing, shipping and processing
by the
end user (thawing, washing) of the cells. These procedures and protocols
have been reviewed by the FDA.
|
(2) |
The
cartridge used in the Phase III trial of HepatAssistTM.
We intend to use the existing, FDA-approved cartridge, and intend
to seek
the FDA’s approval to increase the number of porcine cells that the
cartridge could contain, which increase we believe will improve the
functionality of the system.
|
(3) |
An
FDA reviewed Phase III protocol acquired from Circe
Biomedical.
We will likely further modify this protocol, according to the
retrospective analysis of the original Phase II-III clinical trial
published in the Annals
of Surgery
in
2004 (by A.A. Demetriou et al), and submit the modified protocol
to the
FDA for approval.
|
(4) |
The
HepatAssistTM
perfusion platform.
The HepatAssist perfusion platform is Circe Biomedical’s specially
designed machine that pumped the patient’s plasma through the HepatAssist
cartridge. This machine was used in the Phase II/III trial of
HepatAssistTM.
|
· |
help
keep liver failure patients alive and neurologically intact before,
during
and immediately after
transplantation;
|
· |
allow
other patients to recover liver functionality and to survive without
a
transplant (a “bridge” to liver
regeneration);
|
· |
support
patients during periods of functional recovery and regeneration after
extensive removal due to liver trauma and/or
cancer;
|
· |
accelerate
recovery from acute exacerbation of chronic liver
disease;
|
· |
shorten
length of stay in intensive care
units;
|
· |
shorten
hospital stay;
|
· |
reduce
the cost of care; and
|
· |
reduce
intractable itching associated with severe
jaundice.
|
· |
Ease
of use.
The systems bring user friendliness (e.g., pump integration, automation
and an intuitive user interface) to traditionally complex liver support
procedures.
|
· |
Simplicity.
Kidney dialysis systems are routinely used in hospitals and outpatient
clinics and, therefore, there may be a reduced need for extensive
personnel training for use of these similar systems with SEPET™. They are
commonly available in intensive care units and related settings where
SEPET™ may be initially used for treating acute episodes of chronic liver
failure.
|
· |
Reduced
cost.
The cost of therapy is expected to be lower than with other liver
assist
devices that are currently under development because the machine
to which
the SEPET™ cartridge can be attached is a standard machine (such as a
kidney dialysis machine) with commercially available tubing. Therefore,
unlike other devices, no special equipment is
required.
|
· |
No
Intensive Care Unit needed to provide treatment.
SEPET™ may become available for treatment of patients with a lower degree
of liver failure outside of the intensive care unit setting. We do
not
believe that any changes will have to be made to SEPET™ or the dialysis
system in order for SEPET™ to become available outside of intensive care
unit settings. However further (e.g. Phase IV) clinical trials will
likely
be necessary to fully develop these additional indications for
SEPET™.
|
(1) |
A
cell-based liver support system in which liver cell therapy and blood
detoxification are integrated in a single fiber-in-fiber module (US
Patent
# 6,582,955 B2 for “Bioreactor With Application as Blood Therapy Device”
issued in June 2003). We have licensed this patent from Spectrum
Laboratories.
|
(2) |
Semi-automated
large-scale liver cell procurement technology (US Patent #5,888,409
for
“Methods for Cell Isolation and Collection” issued on March 30,
1999). We licensed this patent from Cedars-Sinai Medical
Center.
|
(3) |
Liver
cell procurement technology (US Patent #5,968,356 for “System for
Hepatocyte Cell Isolation and Collection” issued on October 19, 1999, and
related European Patent #0 830 099 for “Apparatus and Method for Cell
Isolation and Collection”). We licensed this patent from Cedars-Sinai
Medical Center.
|
(4) |
Liver
cell cryopreservation technology (US Patent #6,140,123 for “Method for
Conditioning and Cryopreserving Cells” issued on October 31, 2000).
We licensed this patent from Cedars-Sinai Medical
Center.
|
(1) |
Apparatus
for Bioprocessing a Circulating Fluid. US Patent #5643794 (issued
on July
1, 1997).
|
(2) |
Cryopreserved
Hepatocytes and High Viability and Metabolic Activity. US Patent
#5795711
(issued on August 18, 1998).
|
(3) |
Closed
System for Processing Cells. US Patent #5858642 (issued on January
12,
1999).
|
(4) |
Cell
Innoculation Device. US Patent #5,891,713 (issued on April 6,
1999).
|
(5) |
Method
of Thawing Cryopreserved Cells. US Patent #5895745 (issued on April
20,
1999).
|
(6) |
High
Flow Technique for Harvesting Mammalian Cells. US Patent #5912163
(issued
on June 15, 1999).
|
(7) |
Removal
of Agent From Cell Suspension. US Patent #6068775 (issued on May
30,
2000).
|
(8) |
Method
for Cryopreserving Hepatocytes. US Patent #6136525 (issued on October
24,
2000).
|
Patent No. | Country | Title of Patent Application | ||
515326/97
|
JP
|
Cryopreserved
Hepatocytes & High Viability and Metabolic
Activity
|
(a) |
We
assumed the obligation to pay a royalty of 2% of “net sales” of any
product that utilizes or incorporates the bioartificial liver patents,
technology, inventions, and technical or scientific data that Circe
Biomedical acquired from W.R. Grace & Co. pursuant to that certain
Royalty Agreement, dated as of January 29, 1999, between Circe Biomedical
(as a wholly-owned subsidiary of W.R. Grace & Co.) and Circe
Acquisition Corp., Since the assets that we acquired from Circe Biomedical
are expected to be used in the HepatAssist™ system, it is likely that we
will have to pay this royalty with respect of sales of those parts
of our
HepatAssistTM
Cell-Based
Liver Support System that incorporate the W.R. Grace & Co. technology.
Net sales include revenues received from our licensees and sublicensees
from third parties. The obligation to pay royalties on the net sales
of
certain parts of our cell-based liver support systems will continue
for at
least ten years after the date on which we have obtained all required
regulatory approvals and have received $100,000 of net sales.
|
(b) |
We
are obligated to make royalty payments equal to 1% of the “net sales”
price for that portion of a liver assist system sold by us or any
of our
sublicensees that comprises or incorporates a cartridge having a
combination of porcine hepatocytes with hollow fiber membranes pursuant
to
that certain Restated License Agreement dated as of August 1, 1999
between
Circe Biomedical and Cedars-Sinai Medical Center. Since our
HepatAssistTM
Cell-Based Liver Support System may utilize this type of cartridge,
we
will have to pay this royalty with respect of sales of all cartridges
used
in our cell-based liver support system. Our obligation to pay these
royalties will begin with the first commercial sale of a bioartificial
liver and continue thereafter for ten
years.
|
Name
|
Age
|
Position
|
||
Walter
C. Ogier
|
50
|
Director,
President and Chief Executive Officer
|
||
John
M. Vierling, M.D.
(2)(4)
|
61
|
Director,
Chairman of the Board
|
||
Dennis
Kogod (2)(3)(4)
|
47
|
Director
|
||
Thomas
C. Seoh (1)(3)(4)
|
49
|
Director
|
||
Jack
E. Stover
(1)(4)
|
54
|
Director
|
||
Thomas
M. Tully (1)(2)(3)(4)
|
61
|
Director
|
||
Shawn
P. Cain
|
40
|
Vice
President of Operations
|
||
Scott
L. Hayashi
|
35
|
Vice
President of Administration,
Chief Financial Officer
and Secretary
|
||
Jacek
Rozga, M.D., Ph.D.
|
58
|
Chief
Scientific Officer
|
||
David
J. Zeffren
|
50
|
Vice
President of Product Development
|
(1)
|
Member
of Audit Committee.
|
(2) |
Member
of Compensation Committee
|
(3) |
Member
of Nominating and Corporate Governance
Committee.
|
(4) |
Independent
director. Independence has been determined by our Board of Directors
based
on the definition promulgated by the NASDAQ Stock Market.
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
All
Other
Compensation(6)
|
Total
|
|||||||||||||||
Walter
C. Ogier,(1)
President
and Chief Executive Officer
|
2006
2005
|
$
$
|
300,000
46,057
|
$
|
-
50,000
|
$
|
-
578,227
|
-
-
|
$
|
7,980
-
|
$
$
|
307,980
674,284
|
||||||||||
Jacek
Rozga, M.D., Ph.D. (2)
Chief
Scientist
|
2006
2005
2004
2003
|
$
$
$
$
|
183,333
199,177
198,909
143,125
|
-
-
-
-
|
$
$
$
|
-
15,150
55,123
3,461
|
$
$
$
|
-
24,000
20,000
15,000
|
$
$
|
6,220
2,750
-
-
|
$
$
$
$
|
189,553
241,077
274,032
161,586
|
||||||||||
Scott
L. Hayashi,
Vice
President of Administration, Chief Financial Officer and
Secretary
|
2006
2005
2004
|
(3)
|
$
$
$
|
109,167
102,291
80,000
|
$ |
-
-
12,000
|
$
$
$
|
25,103
23,636
16,598
|
$
|
-
9,450
-
|
$
$
$
|
3,759
2,120
8,000
|
$
$
$
|
138,029
137,497
116,598
|
||||||||
David
J. Zeffren,
Vice
President of Product Development
|
2006
2005
2004
|
(4)
|
$
$
$
|
117,000
114,346
120,000
|
-
-
-
|
$
$
|
-
23,636
26,130
|
$
|
-
5,400
-
|
$
$
|
3,479
2,404
-
|
$
$
$
|
120,479
145,786
146,130
|
|||||||||
Shawn
P. Cain,(5)
Vice
President of Operations
|
2006
2005
|
$
$
|
160,000
110,000
|
-
-
|
$
$
|
43,930
33,788
|
$ |
-
12,000
|
$
$
|
5,505
259
|
$
$
|
209,435
156,047
|
(1)
|
Mr.
Ogier was appointed our President and Chief Executive Officer in
November
2005.
|
(2) |
Dr.
Rozga resigned as a full-time employee and executive officer in November
2006 and works for the Company as a part-time employee currently.
|
(3) |
Mr.
Hayashi joined Arbios in February 2004. Mr. Hayashi received $8,000
in
cash payments for health and benefits in
2004.
|
(4) |
Mr.
Zeffren joined Arbios Systems, Inc. in February 2004 as a consultant
before becoming an executive officer of this company in November
2004. The
compensation shown includes amounts paid both as a consultant and
as an
officer of the Company.
|
(5) |
Mr.
Cain was employed by Arbios Systems, Inc. as a consultant from January
2005 to March 2005 and subsequently was appointed an executive officer
in
April 2005. Mr. Cain received $3,000 in consulting fees for the period
from January 2005 to March 2005.
|
(6) |
Includes
company matching contributions in the Arbios 401(k) Plan and group
life
insurance premium gross ups.
|
Name
|
|
Number
of Securities Underlying Unexercised Options Exercisable
|
|
Number
of Securities Underlying Unexercised Options Unexercisable
|
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
|
|
Option
Exercise Price
|
|
Option
Expiration
Date
|
|
|||||
Walter
C. Ogier
|
|
|
291,666
|
|
|
208,334
|
|
|
500,000(1
|
)
|
$
|
1.85
|
|
|
11/8/2010
|
|
Jacek
Rozga, M.D., Ph.D.
|
|
|
12,000
30,000
18,000
18,000
|
|
|
-
-
-
-
|
|
|
12,000(2
30,000(3
18,000(4
18,000(5
|
)
)
)
)
|
$
$
$
$
|
2.22
2.25
0.15
1.00
|
|
|
7/7/2012
2/9/2011
7/23/2012
4/20/2010
|
|
Scott
L. Hayashi
|
|
|
4,165
10,000
12,000
10,000
|
|
|
35,835
-
-
-
|
|
|
40,000(6
10,000(7
12,000(8
10,000(9
|
)
)
)
)
|
$
$
$
$
|
0.85
1.85
2.90
2.25
|
|
|
7/31/2013
3/24/2010
3/1/2010
2/9/2009
|
|
David
J. Zeffren
|
|
|
12,000
10,000
|
|
|
-
-
|
|
|
12,000(8
10,000(10
|
)
)
|
$
$
|
2.90
2.00
|
|
|
3/1/2010
2/9/2009
|
|
Shawn
P. Cain
|
|
|
7,290
28,750
|
|
|
62,710
1,250
|
|
|
70,000(11
30,000(12
|
)
)
|
$
$
|
0.85
1.65
|
|
|
7/31/2013
3/31/2010
|
|
(1) |
The
option to purchase 500,000 shares of common stock was granted on
11/08/2005 and vests according to the following schedule: 50% of
the
option shall vest on the one year anniversary 11/08/2006, the remaining
50% shall vest on a monthly basis during the second year following
the
date of grant.
|
(2) |
The
option to purchase 12,000 shares of common stock was fully vested
on
07/07/2006.
|
(3) |
The
option to purchase 30,000 shares of common stock was fully vested
on
02/11/2005.
|
(4) |
The
option to purchase 18,000 shares of common stock was fully vested
on
02/15/2003.
|
(5) |
The
option to purchase 18,000 shares of common stock was fully vested
on
04/21/2004.
|
(6) |
The
option to purchase 40,000 shares of common stock was granted on 07/31/2006
and vests on a monthly basis for a period of 48 months from the grant
date.
|
(7) |
The
option to purchase 10,000 shares of common stock was fully vested
on
03/24/2006.
|
(8) |
The
option to purchase 12,000 shares of common stock was fully vested
on
03/01/2006.
|
(9) |
The
option to purchase 10,000 shares of common stock was fully vested
on
02/11/2005.
|
(10) |
The
option to purchase 10,000 shares of common stock was fully vested
on
02/11/2005.
|
(11) |
The
option to purchase 70,000 shares of common stock was granted on 07/31/2006
and vests on a pro-rata monthly basis for a period of 48 months from
the
date of grant.
|
(12) |
The
option to purchase 30,000 shares of common stock was granted on 03/31/2005
and vests on a pro-rata monthly basis for a period of 24 months from
the
date of grant.
|
Name
|
Fees
Earned or Paid in Cash
|
Stock
Awards
|
Option
Awards
|
Total
|
|||||||||
John
M. Vierling(1)
|
$
|
17,500
|
$
|
16,819
|
$
|
33,704
|
$
|
68,023
|
|||||
Jack
E. Stover(2)
|
$
|
17,500
|
$
|
16,819
|
$
|
33,704
|
$
|
68,023
|
|||||
Thomas
C. Seoh(3)
|
$
|
10,000
|
$
|
9,399
|
$
|
34,664
|
$
|
54,063
|
|||||
Thomas
M. Tully(4)
|
$
|
9,500
|
$
|
9,399
|
$
|
40,858
|
$
|
59,758
|
|||||
Dennis
Kogod(5)
|
$
|
1,500
|
$
|
4,452
|
$
|
31,586
|
$
|
37,538
|
(1) |
John
M. Vierling, M.D. received 1) an option to purchase 44,957 shares
of
common stock with a fair value of $33,704, and 2) a restricted stock
grant
of 26,563 shares with a fair value of
$16,819.
|
(2) |
Jack
E. Stover received 1) an option to purchase 44,957 shares of common
stock
with a fair value of $33,704, and 2) a restricted stock grant of
26,563
shares with a fair value of $16,819.
|
(3) |
Thomas
C. Seoh received 1) an option to purchase 37,856 shares of common
stock
with a fair value of $34,664, and 2) a restricted stock grant of
14,844
shares with a fair value of $9,399.
|
(4) |
Thomas
M. Tully received 1) an option to purchase 28,613 shares of common
stock
with a fair value of $40,858 and 2) a restricted stock grant of 14,844
shares with a fair value of $9,399.
|
(5) |
Dennis
Kogod received 1) an option to purchase 30,294 shares of common stock
with
a fair value of $31,586 and 2) a restricted stock grant of 7,031
shares
with a fair value of $4,452.
|
Name
and Address of Beneficial Owner
|
Shares
Beneficially Owned (1)
|
Percent
of Class
|
|||||
Jacek
Rozga, M.D., Ph.D.
|
2,228,000
|
(2)
|
8.8
|
%
|
|||
Achilles
A. Demetriou, M.D., Ph.D. and Kristin P. Demetriou
|
2,500,000
|
(3)
|
9.9
|
%
|
|||
John
M. Vierling, M.D.
|
225,853
|
(4)
|
*
|
||||
Walter
C. Ogier
|
421,667
|
(5)
|
1.6
|
%
|
|||
Jack
E. Stover
|
140,853
|
(6)
|
*
|
||||
Thomas
C. Seoh
|
108,117
|
(7)
|
*
|
||||
Dennis
Kogod
|
102,742
|
(8)
|
*
|
||||
Thomas
Tully
|
130,957
|
(9)
|
*
|
||||
Scott
L. Hayashi
|
44,167
|
(10)
|
*
|
||||
David
Zeffren
|
72,000
|
(11)
|
*
|
||||
Shawn
Cain
|
46,042
|
(12)
|
*
|
||||
Gary
Ballen
|
1,139,222
|
(13)
|
4.4
|
%
|
|||
LibertyView
Funds, LP
111
River Street - Suite 1000
Hoboken,
NJ 07030-5776
|
1,701,968
|
(14)
|
6.6
|
%
|
|||
LibertyView
Special Opportunities Fund, LP
111
River Street - Suite 1000
Hoboken,
NJ 07030-5776
|
2,474,752
|
(15)
|
9.6
|
%
|
|||
Neuberger
Berman LLC
111
River Street - Suite 1000
Hoboken,
NJ 07030-5776
|
4,805,931
|
(16)
|
18.1
|
%
|
|||
All
executive officers and directors as a group (10 persons)
|
3,520,397
|
(17)
|
14.0
|
%
|
(1) |
Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission and generally includes voting or investment power
with
respect to securities. Shares of common stock subject to options,
warrants
and convertible securities currently exercisable or convertible,
or
exercisable or convertible within 60 days, are deemed outstanding,
including for purposes of computing the percentage ownership of the
person
holding such option, warrant or convertible security, but not for
purposes
of computing the percentage of any other
holder.
|
(2) |
Includes
currently exercisable options to purchase 78,000 shares of common
stock.
|
(3) |
Consists
of 2,500,000 shares owned by the A & K Demetriou Family Trust, of
which Achilles A. Demetriou, M.D., Ph.D. and Kristin P. Demetriou
each are
co-trustees with the right to vote or dispose of the trust’s
shares.
|
(4) |
Consists
of i) currently exercisable options to purchase 199,290 shares of
common
stock, ii) 26,563 shares of restricted common
stock.
|
(5) |
Consists
of i) currently exercisable options to purchase 416,667 shares of
common
stock and ii) 5,000 shares of common stock.
|
(6) |
Consists
of i) currently exercisable options to purchase 113,290 shares of
common
stock ii) 26,563 shares of restricted common stock and iii)1,000
shares of
common stock.
|
(7) |
Consists
of i) currently exercisable options to purchase 93,273 shares of
common
stock, ii) 14,844 shares of restricted common
stock.
|
(8) |
Consists
of i) currently exercisable options to purchase 85,711 shares of
common
stock, ii) 7,031 shares of restricted common stock, and iii) 10,000
shares
of common stock.
|
(9) |
Consists
of i) currently exercisable options to purchase 116,113 shares of
common
stock, ii) 14,844 shares of restricted common
stock.
|
(10) |
Consists
of i) currently exercisable options to purchase 41,167 shares of
common
stock, ii) 3,000 shares of common
stock.
|
(11) |
Consists
of i) 25,000 shares owned by Mira Zeffren, David Zeffren’s wife, (ii)
warrants to purchase 25,000 shares registered in the name of Mira
Zeffren,
and (iii) currently exercisable options held by David Zeffren for
the
purchase of 22,000 shares of common
stock.
|
(12) |
Consists
of currently exercisable options to purchase 46,042 shares of common
stock.
|
(13) |
Consists
of (i) 417,000 shares of common stock registered in Mr. Ballen’s name,
(ii) currently exercisable warrants to purchase 600,000 shares of
common
stock owned by Mr. Ballen, and (iii) 122,222 shares registered in
the name
of American Charter & Marketing LLC, over which Mr. Ballen has voting
and investment control.
|
(14) |
Consists
of (i) 1,162,157 shares of common stock and (ii) currently exercisable
warrants to purchase 539,811 shares of common stock. LibertyView
Funds,
LP, LibertyView Special Opportunities Fund, LP and Trust D for a
Portion
of the Assets of the Kodak Retirement Income Plan have a common investment
advisor, Neuberger Berman, LLC, that has voting and dispositive power
over
the shares held by them, which is exercised by Richard A. Meckler.
Since
they have hired a common investment advisor, these entities are likely
to
vote together. Additionally, there may be common investors within
the
different accounts managed by the same investment advisor. The General
Partner of LibertyView Special Opportunities Fund, LP and LibertyView
Funds, LP is Neuberger Berman Asset Management, LLC, which is affiliated
with Neuberger Berman, LLC, a registered broker-dealer. LibertyView
Capital Management, a division of Neuberger Berman, LLC, is affiliated
with the General Partner of the LibertyView Health Sciences Fund,
LP. The
shares were purchased for investment in the ordinary course of business
and at the time of purchase, there were no agreements or understandings,
directly or indirectly, with any person to distribute the shares.
Trust D
for a Portion of the Assets of the Kodak Retirement Income Plan is
not in
any way affiliated with a broker-dealer.
|
(15) |
Consists
of (i) 1,770,323 shares of common stock and (ii) currently exercisable
warrants to purchase 704,429 shares of common stock. LibertyView
Special
Opportunities Fund, LP, LibertyView Funds, LP and Trust D for a Portion
of
the Assets of the Kodak Retirement Income Plan have a common investment
advisor, Neuberger Berman, LLC, that has voting and dispositive power
over
the shares held by them, which is exercised by Richard A. Meckler.
Since
they have hired a common investment advisor, these entities are likely
to
vote together. Additionally, there may be common investors within
the
different accounts managed by the same investment advisor. The General
Partner of LibertyView Special Opportunities Fund, LP and LibertyView
Funds, LP is Neuberger Berman Asset Management, LLC, which is affiliated
with Neuberger Berman, LLC, a registered broker-dealer. LibertyView
Capital Management, a division of Neuberger Berman, LLC, is affiliated
with the General Partner of the LibertyView Health Sciences Fund,
LP. The
shares were purchased for investment in the ordinary course of business
and at the time of purchase, there were no agreements or understandings,
directly or indirectly, with any person to distribute the shares.
Trust D
for a Portion of the Assets of the Kodak Retirement Income Plan is
not in
any way affiliated with a
broker-dealer.
|
(16) |
Includes
shares of common stock and currently exercisable warrants to purchase
shares of common stock held by Liberty Funds, LP and LibertyView
Special
Opportunities Fund, LP (see footnotes 14 and 15). Also includes (i)
432,843 shares of common stock held by Trust D for a Portion of the
Assets
of the Kodak Retirement Income Fund and (ii) currently exercisable
warrants to purchase 182,517 shares of common stock held by Trust
D for a
Portion of the Assets of the Kodak Retirement Income Plan. LibertyView
Funds, LP, LibertyView Special Opportunities Fund, LP and Trust D
for a
Portion of the Assets of the Kodak Retirement Income Plan have a
common
investment advisor, Neuberger Berman, LLC, that has voting and dispositive
power over the shares held by them, which is exercised by Richard
A.
Meckler. Since they have hired a common investment advisor, these
entities
are likely to vote together. Additionally, there may be common investors
within the different accounts managed by the same investment advisor.
The
General Partner of LibertyView Special Opportunities Fund, LP and
LibertyView Funds, LP is Neuberger Berman Asset Management, LLC,
which is
affiliated with Neuberger Berman, LLC, a registered broker-dealer.
LibertyView Capital Management, a division of Neuberger Berman, LLC,
is
affiliated with the General Partner of the LibertyView Health Sciences
Fund, LP. The shares were purchased for investment in the ordinary
course
of business and at the time of purchase, there were no agreements
or
understandings, directly or indirectly, with any person to distribute
the
shares. Trust D for a Portion of the Assets of the Kodak Retirement
Income
Plan is not in any way affiliated with a broker-dealer.
|
(17) |
Includes
currently exercisable options and warrants to purchase 1,326,397
shares of
common stock.
|
|
Beneficial
Ownership
Before
Offering(1)
|
Number
of
|
Beneficial
Ownership
After
Offering(1)
|
|||||||||||||
Selling
Stockholder
|
Number
of
Shares
|
Percent
|
Shares
Being Offered
|
Number
of
Shares
|
Percent
|
|||||||||||
AFO
Capital Advisors, LLC(2)
|
200,000
|
*
|
200,000
|
*
|
||||||||||||
AFO
Advisors, LLC(2)
|
200,000
|
*
|
200,000
|
*
|
||||||||||||
The
Jay H. Oyer and Amy Factor Family Foundation(2)
|
5,000
|
*
|
5,000
|
*
|
||||||||||||
The
Melissa H. Oyer Trust(2)
|
5,000
|
*
|
5,000
|
*
|
||||||||||||
The
Zachary D. Oyer Trust(2)
|
5,000
|
*
|
5,000
|
*
|
||||||||||||
American
Charter & Marketing LLC(3)
|
122,222
|
*
|
122,222
|
*
|
||||||||||||
Alexander
Angerman & Judith Angerman Trustees for the Angerman Family
Trust(4)
|
337,500
|
1.3
|
%
|
337,500
|
*
|
|||||||||||
Gary
Ballen
|
1,017,000
|
4.0
|
%
|
1,017,000
|
*
|
|||||||||||
Mulberry
Development S.A., Panama(5)
|
25,000
|
*
|
25,000
|
*
|
||||||||||||
Richard
W. Bank
|
160,000
|
*
|
40,000
|
120,000
|
*
|
|||||||||||
H.
Gerald Bidwell Revocable Trust(6)
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Walter
C. Bowen
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Jacqueline
B. Brandwynne
|
200,000
|
*
|
200,000
|
*
|
||||||||||||
Brender
Services Limited(7)
|
222,222
|
*
|
222,222
|
*
|
||||||||||||
Gosse
Bruinsma
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Robert
G. Burford & Martha Burford JTTEN
|
50,000
|
*
|
50,000
|
*
|
Cedars-Sinai
Medical Center(8)
|
681,818
|
2.7
|
%
|
681,818
|
*
|
|||||||||||
John
A. Combias
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Citigroup
Global Markets Inc. Roth IRA custodian Louis G. Cornacchia
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Dalworth
Capital Ltd.(9)
|
200,000
|
*
|
200,000
|
*
|
||||||||||||
Joseph
R. Edington IV(10)
|
68,750
|
*
|
68,750
|
*
|
||||||||||||
Triax
Capital Management, Inc.(10)
|
244,000
|
*
|
244,000
|
*
|
||||||||||||
EPM
AG(11)
|
25,000
|
*
|
25,000
|
*
|
||||||||||||
EPM
Holding AG(11)
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Richard
I. Fedder
|
200,000
|
*
|
200,000
|
*
|
||||||||||||
Michael
Feves
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Larry
S. Flax Revocable Trust
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Steven
Brown
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Eric
Hutchings
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Darren
Abe
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
James
Sandberg
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
John
Flugum
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Ernest
F. Fox, Jr. TTEE for the Fran Fox Trust(12)
|
60,000
|
*
|
60,000
|
*
|
||||||||||||
Mary
Lou Fox
|
20,000
|
*
|
20,000
|
*
|
||||||||||||
Marc
Gelman
|
237,500
|
*
|
237,500
|
*
|
||||||||||||
Manuel
P. Graiwer
|
337,500
|
1.3
|
%
|
337,500
|
*
|
|||||||||||
Granadilla
Holdings Ltd.(13)
|
200,000
|
*
|
200,000
|
*
|
||||||||||||
Adam
Hausman
|
15,000
|
*
|
15,000
|
*
|
||||||||||||
Jonathan
Hausman
|
68,750
|
*
|
68,750
|
*
|
||||||||||||
Marvin
S. Hausman TTEE for the Marvin S. Hausman Revocable Trust(14)
|
237,500
|
*
|
237,500
|
*
|
||||||||||||
Northwest
Medical Research Inc.(14)
|
244,000
|
*
|
244,000
|
*
|
||||||||||||
Heinz
Hofliger
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Sanford
J. Hillsberg(15)
|
49,833
|
*
|
49,833
|
*
|
||||||||||||
The
Hillsberg Foundation(15)
|
5,000
|
*
|
5,000
|
*
|
||||||||||||
William
D. Huyette & Shirley A. Huyette JTWROS
|
60,000
|
*
|
60,000
|
*
|
||||||||||||
Heather
Ann Huyette Ochoa
|
20,000
|
*
|
20,000
|
*
|
||||||||||||
Jason
Daniel Huyette
|
20,000
|
*
|
20,000
|
*
|
||||||||||||
Ben
Jakobovits
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Gary
Kaplan & Susan Kaplan Family Trust
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Ron
S. Kaufman
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Philip
Klein
|
500,000
|
2.0
|
%
|
500,000
|
*
|
|||||||||||
Charles
F. Kivowitz & Alexandra Kivowitz Co-Trustees for the Kivowitz Family
Trust(16)
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Elena
Konstat
|
50,000
|
*
|
50,000
|
*
|
Howard
Lifshutz & Esther Lifshutz JTTEN
|
115,000
|
*
|
115,000
|
*
|
||||||||||||
Livorno
Latin America Promotions B.V.(17)
|
300,000
|
1.2
|
%
|
300,000
|
*
|
|||||||||||
P.
Dennis & Barbara Lowry JTTEN
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Norbert
V. Mang
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Scott
Thomas McKillip
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Manfred
Mosk(18)
|
151,333
|
*
|
151,333
|
*
|
||||||||||||
Technomedics
Management Systems, Inc.(18)
|
228,750
|
*
|
228,750
|
*
|
||||||||||||
Norman
J. Nemoy & Carole Curb-Nemoy TENCOM
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Arthur
C. Piculell, Jr. & Dee W. Piculell JTTEN
|
237,500
|
*
|
237,500
|
*
|
||||||||||||
Richard
D. Reinisch & Grace A. Reinisch JTTEN
|
200,000
|
*
|
200,000
|
*
|
||||||||||||
Ira
Rosenberg
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Richard
L. Rosenfield
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
David
Rubin & Gitel Rubin JTTEN
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Anita
Schmid
|
40,000
|
*
|
40,000
|
*
|
||||||||||||
Seashore
Investment Ltd. (BVI) - Gerlach & Company (19)
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Blossom
Shelton
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Elliot
L. Shelton
|
237,500
|
*
|
237,500
|
*
|
||||||||||||
Philip
Sobol & Debra Sobol Revocable Trust
|
381,800
|
1.5
|
%
|
381,800
|
*
|
|||||||||||
Thomas
W. Somers
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Spectrum
Laboratories Inc.(20)
|
362,669
|
1.4
|
%
|
362,669
|
*
|
|||||||||||
Stephenson
Ventures(21)
|
500,000
|
2.0
|
%
|
500,000
|
*
|
|||||||||||
Suncraft
Limited(22)
|
764,000
|
3.0
|
%
|
764,000
|
*
|
|||||||||||
Thomas
G. Walsh
|
150,000
|
*
|
150,000
|
*
|
||||||||||||
Lisa
Weiss
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
David
Wohlberg
|
68,750
|
*
|
68,750
|
*
|
||||||||||||
Wolfe
Axelrod Weinberger Retirement Plan(23)
|
100,000
|
*
|
100,000
|
*
|
||||||||||||
Wolfe
Axelrod Weinberger Associates, LLC(23)
|
75,000
|
*
|
75,000
|
*
|
||||||||||||
Zevi
Wolmark & Diana Wolmark JTTEN
|
80,000
|
*
|
80,000
|
*
|
||||||||||||
Mira
Zeffren
|
50,000
|
*
|
50,000
|
*
|
||||||||||||
Bristol
Investment Fund, Ltd.(24)
|
447,742
|
(25)
|
1.8
|
%
|
447,742
|
*
|
||||||||||
Brookstone
Biotech Ventures, LP(26)
|
155,484
|
(27)
|
*
|
155,484
|
*
|
|||||||||||
Cranshire
Capital, L.P.(28)
|
53,857
|
(29)
|
*
|
53,857
|
*
|
|||||||||||
Crescent
International Ltd.(30)
|
158,809
|
(31)
|
*
|
158,809
|
*
|
|||||||||||
Dr.
Susanne Schoen
|
17,181
|
(32)
|
*
|
17,181
|
*
|
|||||||||||
Heinz
Hoefliger
|
42,952
|
(33)
|
*
|
42,952
|
*
|
4P
Management Partners, S.A.(34)
|
55,252
|
(35)
|
*
|
55,252
|
*
|
|||||||||||
Arnd
Wolpers
|
7,181
|
(36)
|
*
|
7,181
|
*
|
|||||||||||
Hilary
Lea Shane
|
53,857
|
(37)
|
*
|
53,857
|
*
|
|||||||||||
LibertyView
Funds, LP(38)
|
1,705,327
|
(39)
|
6.6
|
%
|
1,420,833
|
284,494
|
*
|
|||||||||
LibertyView
Special Opportunities Fund, LP(40)
|
2,584,112
|
(41)
|
9.9
|
%
|
2,037,647
|
546,465
|
1.6
|
%
|
||||||||
Lindsey
A. Rosenwald
|
136,354
|
(42)
|
*
|
136,354
|
*
|
|||||||||||
Nite
Capital LP(43)
|
48,740
|
(44)
|
*
|
48,740
|
*
|
|||||||||||
Omicron
Master Trust(45)
|
55,500
|
(46)
|
*
|
55.500
|
*
|
|||||||||||
Prolate
LLC(47)
|
48,740
|
(48)
|
*
|
48,740
|
*
|
|||||||||||
Portside
Growth and Opportunity Fund(49)
|
339,010
|
(50)
|
1.3
|
%
|
339,010
|
*
|
||||||||||
SIBEX
Capital Fund Inc.(51)
|
388,708
|
(52)
|
1.5
|
%
|
388,708
|
*
|
||||||||||
TCMP3
Partners(53)
|
50,266
|
(54)
|
*
|
50,266
|
*
|
|||||||||||
Truk
International Fund, LP(55)
|
2,924
|
(56)
|
*
|
2.924
|
*
|
|||||||||||
Truk
Opportunity Fund, LLC(57)
|
45,816
|
(58)
|
*
|
45,816
|
*
|
|||||||||||
Vicis
Capital Master Fund(59)
|
75,241
|
(60)
|
*
|
75,241
|
*
|
|||||||||||
Whalehaven
Capital Fund Limited(61)
|
81,232
|
(62)
|
*
|
81,232
|
*
|
|||||||||||
Rodman
& Renshaw(63)
|
164,305
|
(64)
|
*
|
164,305
|
*
|
|||||||||||
Trust
D for a portion of the assets of the Kodak Retirement Income
Plan(65)
|
553,774
|
(66)
|
2.2
|
%
|
439,812
|
113,962
|
*
|
|||||||||
Anna
Zalk
|
146,603
|
(67)
|
*
|
146,603
|
*
|
|||||||||||
Rockmore
Investment Master Fund Ltd.(68)
|
25,732
|
(69) |
*
|
25,732
|
*
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission and generally includes voting or investment power
with
respect to securities. Shares of common stock subject to options,
warrants
and convertible securities currently exercisable or convertible,
or
exercisable or convertible within 60 days, are deemed outstanding,
including for purposes of computing the percentage ownership of the
person
holding the option, warrant or convertible security, but not for
purposes
of computing the percentage of any other
holder.
|
(2)
|
Amy
Factor is the owner and President of AFO Capital Advisors, LLC and
AFO
Advisors, LLC. She is also the trustee of The Jay H. Oyer and Amy
Factor
Family Foundation, The Melissa H. Oyer Trust, and The Zachary D.
Oyer
Trust and has voting and investment control of the securities of
these
entities.
|
(3)
|
Gary
Ballen has voting and investment control over the securities owned
by
American Charter & Marketing
LLC.
|
(4)
|
Alexander
Angerman and Judith Angerman Trustees have voting and investment
control
over the securities owned by the Angerman Family
Trust.
|
(5)
|
Ursula
Stabinger has voting and investment control over the securities owned
by
Mulberry Development S.A., Panama.
|
(6)
|
H.
Gerald Bidwell has voting and investment control over the securities
owned
by the H. Gerald Bidwell Revocable
Trust.
|
(7)
|
Wong
Wah On Edward has voting and investment control over the securities
owned
by Brender Services Limited.
|
(8)
|
Edward
M. Prunchunas has voting and investment control over the securities
owned
by Cedars-Sinai Medical Center.
|
(9)
|
Abe
Janz and James Ladner have voting and investment control over the
securities owned by Dalworth Capital
Ltd.
|
(10)
|
Joseph
Edington has voting and investment control over the securities owned
by
Triax Capital Management, Inc.
|
(11)
|
K.
Freimann has voting and investment control over the securities owned
by
EPM AG and EPM Holdings AG.
|
(12)
|
Ernest
F. Fox has voting and investment control over the securities Ernest
F.
Fox, Jr. TTEE for the Fran Fox
Trust.
|
(13)
|
Peter
J. Brigham has voting and investment control over the securities
owned by
Granadilla Holdings Ltd.
|
(14)
|
Dr.
Hausman is the trustee of the Marvin Hausman Revocable Trust and
the Chief
Executive Officer and principal stockholder of Northwest Medical
Research,
Inc. As such, Dr. Hausman has voting and investment control of the
securities owned by these entities.
|
(15)
|
Sanford
J. Hillsberg and Herbert Hillsberg have voting and investment control
of
the securities owned by The Hillsberg
Foundation.
|
(16)
|
Charles
F. Kivowitz and Alexandra Kivowitz have voting and investment control
over
the securities owned by Charles F. Kivowitz & Alexandra Kivowitz
Co-Trustees for the Kivowitz Family
Trust.
|
(17)
|
Atrene
Pemberton has voting and investment control over the securities owned
by
Livorno Latin America Promotions
B.V.
|
(18)
|
Technomedics
Management and Systems, Inc. is owned and controlled by Dr. Manfred
Mosk,
who has voting and investment control of the securities owned by
Technomedics Management and Systems,
Inc.
|
(19)
|
Steve
Boom has voting and investment control over the securities owned
by
Seashore Investment Ltd.
|
(20)
|
Roy
Eddleman has voting and investment control over the securities owned
by
Spectrum Laboratories Inc.
|
(21)
|
Emmet
Stephenson, Jr. has voting and investment control over the securities
owned by Stephenson Ventures.
|
(22)
|
Cheuk-Ho
Tam has sole voting and investment control over the securities owned
by
Suncraft Limited.
|
(23)
|
Donald
C. Weinberger and Stephen D. Axelrod have voting and investment control
over the securities owned by (i) Wolfe Axelrod Weinberger Associates,
LLC
and (ii) Wolfe Axelrod Weinberger Retirement
Plan.
|
(24)
|
Paul
Kessler, manager of Bristol Capital Advisors LLC, the investment
advisor
to Bristol Investment Fund, Ltd., has voting and investment control
of the
securities held by Bristol Investment Fund, Ltd. Paul Kessler disclaims
beneficial ownership of these
securities.
|
(25)
|
Includes
currently exercisable warrants to purchase 220,469 shares of common
stock.
|
(26)
|
Robert
L. Carver, President of Brookstone Capital, Inc., General Partner
of
Brookstone Biotech Ventures, LP, has voting and investment control
of the
securities held by Brookstone Biotech Ventures,
LP.
|
(27)
|
Includes
currently exercisable warrants to purchase 64,986 shares of common
stock.
|
(28)
|
Mitchell
Kopin, President of Downsview Capital, Inc., the General Partner
of
Cranshire Capital, L.P., has voting and investment control of the
securities held by Cranshire Capital, L.P.
|
(29)
|
Consists
of currently exercisable warrants to purchase 53,857 shares of common
stock.
|
(30)
|
Mel
Craw and Maxi Brezzi, managers of Cantara (Switzerland) SA, the investment
advisor to Crescent International Ltd., have voting and investment
control
of the securities held by Crescent International Ltd. Mel Craw and
Maxi
Brezzi disclaim beneficial ownership of these securities.
|
(31)
|
Includes
currently exercisable warrants to purchase 71,809 shares of common
stock.
|
(32)
|
Includes
currently exercisable warrants to purchase 7,181shares of common
stock.
|
(33)
|
Includes
currently exercisable warrants to purchase 17,952 shares of common
stock.
|
(34)
|
Konrad
Meyer has voting and investment control of the securities held by
4P
Management Partners, S.A.
|
(35)
|
Includes
currently exercisable warrants to purchase 42,952 shares of common
stock.
|
(36)
|
Consists
of currently exercisable warrants to purchase 17,952 shares of common
stock.
|
(37)
|
Consists
of currently exercisable warrants to purchase 53,857 shares of common
stock.
|
(38)
|
Neuberger
Berman Asset Management, LLC is the general partner of LibertyView
Funds,
LP. Neuberger Berman LLC is the investment adviser to LibertyView
Funds,
LP and is responsible for the selection, acquisition and disposition
of
the portfolio securities by this fund. LibertyView Funds, LP is an
affiliate of a registered broker-dealer. We have been informed by
LibertyView Funds, LP that it acquired the securities offered by
this
prospectus for its own account in the ordinary course of business,
and
that, at the time it acquired such securities, it had no agreement
or
understanding, direct or indirect, with any person to distribute
such
securities.
|
(39)
|
Includes
currently exercisable warrants to purchase 604,708 shares of common
stock.
|
(40)
|
Neuberger
Berman Asset Management, LLC is the general partner of LibertyView
Special
Opportunities Fund, LP. Neuberger Berman LLC is the investment adviser
to
LibertyView Special Opportunities Fund, LP and is responsible for
the
selection, acquisition and disposition of the portfolio securities
by this
fund. LibertyView Special Opportunities Fund, LP is an affiliate
of a
registered broker-dealer. We have been informed by LibertyView Special
Opportunities Fund, LP that it acquired the securities offered by
this
prospectus for its own account in the ordinary course of business,
and
that, at the time it acquired such securities, it had no agreement
or
understanding, direct or indirect, with any person to distribute
such
securities.
|
(41)
|
Includes
currently exercisable warrants to purchase 859,943 shares of common
stock.
|
(42)
|
Includes
currently exercisable warrants to purchase 81,232 shares of common
stock.
|
(43)
|
Keith
Goodman has voting and investment control of the securities held
by Nite
Capital LP.
|
(44)
|
Consists
of currently exercisable warrants to purchase 48,740 shares of common
stock.
|
(45)
|
Omicron
Capital, L.P., a Delaware limited partnership (“Omicron Capital”), serves
as investment manager to Omicron Master Trust, a trust formed under
the
laws of Bermuda (“Omicron”), Omicron Capital, Inc., a Delaware corporation
(“OCI”), serves as general partner of Omicron Capital, and Winchester
Global Trust Company Limited (“Winchester”) serves as the trustee of
Omicron. By reason of such relationships, Omicron Capital and OCI
may be
deemed to share dispositive power over the shares of our common stock
owned by Omicron, and Winchester may be deemed to share voting and
dispositive power over the shares of our common stock owned by Omicron.
Omicron Capital, OCI and Winchester disclaim beneficial ownership
of such
shares of our common stock. As of the date of this prospectus amendment,
Mr. Olivier H. Morali, an officer of OCI, and Mr. Bruce T. Bernstein,
a
consultant to OCI, have delegated authority from the board of directors
of
OCI regarding the portfolio management decisions with respect to
the
shares of our common stock owned by Omicron. By reason of such delegated
authority, Messrs. Morali and Bernstein may be deemed to share dispositive
power over the shares of our common stock owned by Omicron. Messrs.
Morali
and Bernstein disclaim beneficial ownership of such shares of our
common
stock and neither of such persons has any legal right to maintain
such
delegated authority. No other person has sole or shared voting or
dispositive power with respect to the shares of our common stock
being
offered by Omicron, as those terms are used for purposes under Regulation
13D-G of the Securities Exchange Act of 1934, as amended. Omicron
and
Winchester are not “affiliates” of one another, as that term is used for
purposes of the Securities Exchange Act of 1934, as amended, or of
any
other person named in this prospectus as a selling stockholder. No
person
or “group” (as that term is used in Section 13(d) of the Securities
Exchange Act of 1934, as amended, or the SEC’s Regulation 13D-G) controls
Omicron and Winchester.
|
(46)
|
Consists
of currently exercisable warrants to purchase 55,500 shares of common
stock.
|
(47)
|
S.
Donald Sussman has voting and investment control of the securities
held by
Prolate LLC.
|
(48)
|
Consists
of currently exercisable warrants to purchase 48,740 shares of common
stock.
|
(49)
|
Ramius
Capital Group, LLC (“Ramius Capital”) is the investment adviser of
Portside Growth and Opportunity Fund (“Portside”) and consequently has
voting control and investment discretion over securities held by
Portside.
Ramius Capital disclaims beneficial ownership of the shares held
by
Portside. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and
Jeffrey
M. Solomon are the sole managing members of C4S & Co., LLC, the sole
managing member of Ramius Capital. As a result, Messrs. Cohen, Stark,
Strauss and Solomon may be considered beneficial owners of any shares
deemed to be beneficially owned by Ramius Capital. Messrs. Cohen,
Stark,
Strauss and Solomon disclaim beneficial ownership of these
shares.
|
(50)
|
Includes
currently exercisable warrants to purchase 162,465 shares of common
stock.
|
(51)
|
Viacheslav
Chebotarevich and Oleg S. Krasnoshchek share voting and investment
control
of the securities held by SIBEX Capital Fund
Inc.
|
(52)
|
Includes
currently exercisable warrants to purchase 162,464 shares of common
stock.
|
(53)
|
Steven
Slawson and Walter Schenker have voting and investment control of
the
securities held by TCMP3 Partners.
|
(54)
|
Consists
of currently exercisable warrants to purchase 50,266 shares of common
stock.
|
(55)
|
Michael
E. Fein and Stephen E. Saltzstein, as principals of Atoll Asset
Management, LLC, the managing member of Truk International Fund,
LP, have
voting and investment control of the securities held by Truk International
Fund, LP. Michael E. Fein and Stephen E. Saltzstein disclaim beneficial
ownership of these securities.
|
(56)
|
Consists
of currently exercisable warrants to purchase 2,924 shares of common
stock.
|
(57)
|
Michael
E. Fein and Stephen E. Saltzstein, as principals of Atoll Asset
Management, LLC, the managing member of Truk Opportunity Fund, LLC,
have
voting and investment control of the securities held by Truk Opportunity
Fund, LLC. Michael E. Fein and Stephen E. Saltzstein disclaim beneficial
ownership of these securities.
|
(58)
|
Consists
of currently exercisable warrants to purchase 45,816 shares of common
stock.
|
(59)
|
Shad
Stastney has voting and investment control of the securities held
by Vicis
Capital Master Fund.
|
(60)
|
Includes
currently exercisable warrants to purchase 32,492 shares of common
stock.
|
(61)
|
Derek
Wood, Arthur Jones and Jennifer Kelley have voting and investment
control
of the securities held by Whalehaven Capital Fund
Limited.
|
(62)
|
Consists
of currently exercisable warrants to purchase 81,232 shares of common
stock.
|
(63)
|
Thomas
G. Pinou, Chief Financial Officer of Rodman & Renshaw, LLC has voting
and investment control of the securities held by Rodman & Renshaw,
LLC.
|
(64)
|
Consists
of shares issuable upon the exercise of currently exercisable warrants
to
purchase shares of common stock.
|
(65)
|
Boston
Safe Deposit and Trust Company and Mellon Bank (DE) N.A. are the
co-trustees of Trust D for a Portion of the Assets of the Kodak Retirement
Income Plan (“Trust D”). Neuberger Berman, LLC is the investment manager
of Trust D and is responsible for the selection, acquisition and
disposition of the portfolio securities by Trust D pursuant to an
investment management agreement. Trust D is not affiliated with a
broker-dealer. Neuberger Berman, LLC, is a registered broker-dealer.
We
have been informed by Trust D that it acquired the securities offered
by
this prospectus for its own account in the ordinary course of business,
and that, at the time it acquired such securities, it had no agreement
or
understanding, direct or indirect, with any person to distribute
such
securities.
|
(66)
|
Includes
currently exercisable warrants to purchase 167,085 shares of common
stock.
|
(67)
(68)
|
Includes
currently exercisable warrants to purchase 55,694 shares of common
stock.
Rockmore
Capital, LLC (“Rockmore Capital”) and Rockmore Partners, LLC (“Rockmore
Partners”), each a limited liability company formed under the laws of the
State of Delaware, serve as the investment manager and general partner,
respectively, to Rockmore Investments (U.S.) LP, a Delaware limited
partnership, which invests all of its assets through Rockmore Investment
Master Fund Ltd., an exempted company formed under the laws of Bermuda
(“Rockmore Master Fund”). By reason of such relationships, Rockmore
Capital and Rockmore Partners may be deemed to share dispositive
power
over the shares of our common stock owned by Rockmore Master Fund.
Rockmore Capital and Rockmore Partners disclaim beneficial ownership
of
such shares of our common stock. Rockmore Partners has delegated
authority
to Rockmore Capital regarding the portfolio management decisions
with
respect to the shares of common stock owned by Rockmore Master Fund
and,
as of the date of this prospectus amendment, Mr. Bruce T. Bernstein
and
Mr. Brian Daly, as officers of Rockmore Capital, are responsible
for the
portfolio management decisions of the shares of common stock owned
by
Rockmore Master Fund. By reason of such authority , Messrs. Bernstein
and
Daly may be deemed to share dispositive power over the shares of
our
common stock owned by Rockmore Master Fund. Messrs. Bernstein and
Daly
disclaim beneficial ownership of such shares of our common stock
and
neither of such persons has any legal right to maintain such authority.
No
other person has sole or shared voting or dispositive power with
respect
to the shares of our common stock as those terms are used for purposes
under Regulation 13D-G of the Securities Exchange Act of 1934, as
amended.
No person or “group” (as that term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended, or the SEC’s Regulation
13D-G) controls Rockmore Master
Fund.
|
(69)
|
Includes
currently exercisable warrants to purchase 25,732 shares of common
stock.
|
· |
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
· |
block
trades in which the broker-dealer will attempt to sell the shares
as
agent, but may position and resell a portion of the block as principal
to
facilitate the transaction;
|
· |
purchases
by a broker-dealer as principal and resale by the broker-dealer for
its
account;
|
· |
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
· |
privately
negotiated transactions;
|
· |
short
sales effected after the date the registration statement of which
this
prospectus is a part is declared effective by the
SEC;
|
· |
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or
otherwise;
|
· |
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
· |
a
combination of any such methods of sale;
and
|
· |
any
other method permitted pursuant to applicable
law.
|
Page
|
||
Independent
Registered Public Accounting Firm Report
|
F-2
|
|
Balance
Sheets - As of December 31, 2006 and 2005
|
F-3
|
|
Statements
of Operations - For the years ended December 31, 2006, 2005 and period
from August
23, 2000 (inception) to December 31, 2006
|
F-4
|
|
Statements
of Cash Flows - For the years ended December 31, 2006, 2005 and period
from August
23, 2000 (inception) to December 31, 2006
|
F-5
|
|
Statements
of Change in Stockholders’ Equity - For the years ended December 31, 2006,
2005
and period from August 23, 2000 (inception) to December 31,
2006
|
F-6
|
|
Notes
to Financial Statements
|
F-10
|
Page
|
||
Balance
Sheets - As of March 31, 2007 (unaudited) and December 31, 2006
(audited)
|
F-34
|
|
Statements
of Operations - For the three months ended March 31, 2007 and 2006
and
period from
August 23, 2000 (inception) to March 31, 2007 (unaudited)
|
F-35
|
|
Statements
of Cash Flows - For the three months ended March 31, 2007 and 2006
and
period from
August 23, 2000 (inception) to March 31, 2007 (unaudited)
|
F-36
|
|
Statements
of Change in Stockholders’ Equity - For the three months ended March 31,
2007 and
2006 and period from August 23, 2000 (inception) to March 31, 2007
(unaudited)
|
F-37
|
|
Notes
to Financial Statements
|
F-41
|
December
31,
|
|
||||||
|
|
2006
|
|
2005
|
|||
ASSETS
|
|||||||
Current
assets
|
|||||||
Cash
and cash equivalents
|
$
|
2,054,280
|
$
|
2,379,738
|
|||
Short
term investments
|
-
|
1,996,000
|
|||||
Prepaid
expenses
|
147,163
|
195,841
|
|||||
Total
current assets
|
2,201,443
|
4,571,579
|
|||||
Net
property and equipment
|
73,110
|
101,629
|
|||||
Patent
rights, net of accumulated amortization of $113,894 and $93,418,
respectively
|
152,773
|
173,249
|
|||||
Other
assets
|
62,827
|
55,773
|
|||||
Total
assets
|
$
|
2,490,153
|
$
|
4,902,230
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
liabilities
|
|||||||
Accounts
payable
|
$
|
310,162
|
$
|
160,649
|
|||
Accrued
expenses
|
132,073
|
152,362
|
|||||
Total
current liabilities
|
442,235
|
313,011
|
|||||
Accrued
warrant liability
|
763,654
|
-
|
|||||
Stockholders'
equity
|
|||||||
Preferred
stock, $.001 par value; 5,000,000 shares authorized:
|
|||||||
none
issued and outstanding
|
-
|
-
|
|||||
Common
stock, $.001 par value; 60,000,000 shares authorized; 17,460,181
and
16,232,909
|
|||||||
shares
issued and outstanding at December 31, 2006 and 2005
respectively
|
17,460
|
16,233
|
|||||
Additional
paid-in capital
|
14,507,939
|
13,352,217
|
|||||
Deficit
accumulated during the development stage
|
(13,241,135
|
)
|
(8,779,231
|
)
|
|||
Total
stockholders' equity
|
1,284,264
|
4,589,219
|
|||||
Total
liabilities and stockholders' equity
|
$
|
2,490,153
|
$
|
4,902,230
|
For
the years ended
December 31, |
Inception
to
|
|||||||||
2006
|
2005
|
December
31, 2006
|
||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
320,966
|
||||
Operating
expenses:
|
||||||||||
General
and administrative
|
3,315,174
|
2,394,546
|
8,322,089
|
|||||||
Research
and development
|
1,822,614
|
1,554,509
|
5,813,176
|
|||||||
Total
operating expenses
|
5,137,788
|
3,949,055
|
14,135,265
|
|||||||
Loss
before other income (expense)
|
(5,137,788
|
)
|
(3,949,055
|
)
|
(13,814,299
|
)
|
||||
Other
income (expense):
|
||||||||||
Change
in fair value of warrant liability
|
521,187
|
-
|
521,187
|
|||||||
Interest
income
|
154,697
|
125,286
|
296,115
|
|||||||
Interest
expense
|
-
|
(134
|
)
|
(244,138
|
)
|
|||||
Total
other income (expense)
|
675,884
|
125,152
|
573,164
|
|||||||
Net
loss
|
$
|
(4,461,904
|
)
|
$
|
(3,823,903
|
)
|
$
|
(13,241,135
|
)
|
|
Net
loss per share:
|
||||||||||
Basic
and diluted
|
$
|
(0.26
|
)
|
$
|
(0.24
|
)
|
||||
Weighted-average
shares:
|
||||||||||
Basic
and diluted
|
17,244,988
|
16,137,676
|
For
the year ended December 31,
|
Inception
to
|
|||||||||
2006
|
2005
|
December
31, 2006
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
loss
|
$ | (4,461,904 | ) | $ |
(3,823,903
|
) | $ | (13,241,135 | ) | |
Adjustments
to reconcile net loss to net cash
|
||||||||||
used
in operating activities:
|
||||||||||
Amortization
of debt discount
|
-
|
-
|
244,795
|
|||||||
Depreciation
and amortization
|
52,442
|
59,249
|
252,219
|
|||||||
Change
in fair value of warrant liability
|
(521,187
|
)
|
-
|
(521,187
|
)
|
|||||
Patent
rights impairment
|
-
|
91,694
|
91,694
|
|||||||
Interest
earned on discounted short term investments
|
8,652
|
(8,652
|
)
|
-
|
||||||
Issuance
of common stock, options & warrants for compensation
|
1,186,803
|
557,079
|
2,799,934
|
|||||||
Settlement
of accrued expense
|
-
|
-
|
54,401
|
|||||||
Deferred
compensation costs
|
-
|
-
|
319,553
|
|||||||
Changes
in operating assets and liabilities:
|
||||||||||
Prepaid
expenses
|
48,678
|
(98,188
|
)
|
(147,165
|
)
|
|||||
Other
assets
|
(7,054
|
)
|
(22,609
|
)
|
(62,827
|
)
|
||||
Accounts
payable and accrued expenses
|
129,224
|
34,552
|
348,733
|
|||||||
Other
liabilities
|
-
|
64,695
|
64,695
|
|||||||
Contract
obligation
|
-
|
(250,000
|
)
|
-
|
||||||
Net
cash provided by operating activities
|
(3,564,346
|
)
|
(3,396,083
|
)
|
(9,796,290
|
)
|
||||
Cash
flows from investing activities:
|
||||||||||
Additions
of property and equipment
|
(3,447
|
)
|
(23,489
|
)
|
(144,796
|
)
|
||||
Purchase
of short term investments
|
(12,889,073
|
)
|
(8,977,714
|
)
|
(21,866,787
|
)
|
||||
Maturities
of short term investments
|
14,876,421
|
6,990,366
|
21,866,787
|
|||||||
Net
cash provided by and (used in) investing activities
|
1,983,901
|
(2,010,837
|
)
|
(144,796
|
)
|
|||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from issuance of convertible debt
|
-
|
-
|
400,000
|
|||||||
Proceeds
from common stock option/warrant exercise
|
-
|
62,500
|
65,200
|
|||||||
Net
proceeds from issuance of common stock and warrants
|
1,254,987
|
6,227,594
|
11,313,249
|
|||||||
Net
proceeds from issuance of preferred stock
|
-
|
-
|
238,732
|
|||||||
Payments
on capital lease obligation, net
|
-
|
(5,341
|
)
|
(21,815
|
)
|
|||||
Net
cash provided by financing activities
|
1,254,987
|
6,284,753
|
11,995,366
|
|||||||
Net
(decrease) increase in cash
|
(325,458
|
)
|
877,833
|
2,054,280
|
||||||
Cash
at beginning of period
|
2,379,738
|
1,501,905
|
-
|
|||||||
Cash
at end of period
|
$
|
2,054,280
|
$
|
2,379,738
|
$
|
2,054,280
|
||||
Supplemental
disclosures of non-cash financing activity
|
||||||||||
Issuance
of securities for obligation related to finder's fees
|
-
|
-
|
$
|
47,500
|
||||||
Accrued
warrant liability
|
$
|
763,654
|
-
|
$
|
763,654
|
Deficit
|
|||||||||||||||||||||||||
Accumulated
|
|||||||||||||||||||||||||
Additional
|
During
the
|
||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Deferred
|
Development
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Costs
|
Stage
|
Total
|
||||||||||||||||||
Balance,
August 23,
|
|||||||||||||||||||||||||
2000
(inception) restated
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||||
for
effect of reverse merger
|
|||||||||||||||||||||||||
with
Historical Autographs U.S.A. Inc.
|
|||||||||||||||||||||||||
Stock
issuance
|
|||||||||||||||||||||||||
in
exchange for cash
|
5,000,000
|
50
|
4,950
|
5,000
|
|||||||||||||||||||||
Net
loss
|
|
|
|
|
|
|
(9,454
|
)
|
(9,454
|
)
|
|||||||||||||||
Balance,
December 31,
|
|||||||||||||||||||||||||
2000,
as restated
|
-
|
-
|
5,000,000
|
50
|
4,950
|
-
|
(9,454
|
)
|
(4,454
|
)
|
|||||||||||||||
Issuance
of junior preferred stock
|
|||||||||||||||||||||||||
for
cash of $250,000 and in
|
|||||||||||||||||||||||||
exchange
for $400,000 in patent rights,
|
|||||||||||||||||||||||||
research
and development costs,
|
|||||||||||||||||||||||||
and
employee loanout costs less
|
|||||||||||||||||||||||||
issuance
expenses
|
|||||||||||||||||||||||||
of
$11,268, June 29, 2001
|
681,818
|
7
|
958,278
|
(343,553
|
)
|
614,732
|
|||||||||||||||||||
Issuance
of common stock in exchange
|
|||||||||||||||||||||||||
for
patent rights and deferred research
|
|||||||||||||||||||||||||
and
development costs
|
362,669
|
4
|
547,284
|
547,288
|
|||||||||||||||||||||
Services
receivable
|
(550,000
|
)
|
(550,000
|
)
|
|||||||||||||||||||||
Deferred
employee
|
|||||||||||||||||||||||||
loan-out
costs
|
|||||||||||||||||||||||||
receivable
earned
|
82,888
|
82,888
|
|||||||||||||||||||||||
Net
loss
|
(237,574
|
)
|
(237,574
|
)
|
|||||||||||||||||||||
Balance,
December 31, 2001
|
681,818
|
7
|
5,362,669
|
54
|
1,510,512
|
(810,665
|
)
|
(247,028
|
)
|
452,880
|
Deficit
|
|||||||||||||||||||||||||
Accumulated
|
|||||||||||||||||||||||||
Additional
|
During
the
|
||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Deferred
|
Development
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Costs
|
Stage
|
Total
|
||||||||||||||||||
Amendment
of December 31, 2001
|
|||||||||||||||||||||||||
agreement
for the issuance of
|
|||||||||||||||||||||||||
common
stock agreement in
|
|||||||||||||||||||||||||
exchange
for research and
|
|||||||||||||||||||||||||
development
services
|
(495,599
|
)
|
550,000
|
54,401
|
|||||||||||||||||||||
Deferred
employee loan out
|
|||||||||||||||||||||||||
costs
receivable earned
|
171,776
|
171,776
|
|||||||||||||||||||||||
Issuance
of common
|
|||||||||||||||||||||||||
stock
for compensation
|
70,000
|
1
|
10,499
|
10,500
|
|||||||||||||||||||||
Issuance
of common stock for cash
|
999,111
|
9
|
149,857
|
149,866
|
|||||||||||||||||||||
Net
loss
|
|
|
|
|
|
|
(494,780
|
)
|
(494,780
|
)
|
|||||||||||||||
Balance,
December 31, 2002
|
681,818
|
7
|
6,431,780
|
64
|
1,175,269
|
(88,889
|
)
|
(741,808
|
)
|
344,643
|
|||||||||||||||
Issuance
of common stock for cash
|
|||||||||||||||||||||||||
less
issuance expense of $2,956
|
417,000
|
417
|
246,827
|
247,244
|
|||||||||||||||||||||
Issuance
of common stock in private
|
|||||||||||||||||||||||||
placement
for cash less
|
|||||||||||||||||||||||||
issuance
expense of $519,230
|
4,000,000
|
4,000
|
3,476,770
|
3,480,770
|
|||||||||||||||||||||
Issuance
of common stock
|
|||||||||||||||||||||||||
for
convertible debenture less
|
|||||||||||||||||||||||||
issuance
expense of $49,500
|
400,000
|
400
|
350,100
|
350,500
|
|||||||||||||||||||||
Shares
issued in connection with
|
|||||||||||||||||||||||||
acquisition
of Historical Autographs
|
|||||||||||||||||||||||||
U.S.A.,
Inc. on October 30, 2003
|
1,220,000
|
8,263
|
(8,263
|
)
|
-
|
Deficit
|
|||||||||||||||||||||||||
Accumulated
|
|||||||||||||||||||||||||
Additional
|
During
the
|
||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Deferred
|
Development
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Costs
|
Stage
|
Total
|
||||||||||||||||||
Value
of warrants and beneficial
|
|||||||||||||||||||||||||
conversion
feature of bridge loan
|
244,795
|
244,795
|
|||||||||||||||||||||||
Deferred
employee loan-out
|
|||||||||||||||||||||||||
costs
receivable earned
|
88,889
|
88,889
|
|||||||||||||||||||||||
Preferred
Stock converted
|
|||||||||||||||||||||||||
to
Common Stock
|
(681,818
|
)
|
(7
|
)
|
681,818
|
7
|
|||||||||||||||||||
Net
loss
|
|
|
|
|
|
|
(885,693
|
)
|
(885,693
|
)
|
|||||||||||||||
Balance,
December 31, 2003
|
-
|
-
|
13,150,598
|
13,151
|
5,485,498
|
-
|
(1,627,501
|
)
|
3,871,148
|
||||||||||||||||
Issuance
of common stock options
|
|||||||||||||||||||||||||
and
warrants for compensation
|
972,430
|
972,430
|
|||||||||||||||||||||||
Exercise
of common stock options
|
18,000
|
18
|
2,682
|
2,700
|
|||||||||||||||||||||
Issuance
of securities for payable
|
47,499
|
47
|
47,451
|
47,498
|
|||||||||||||||||||||
Net
loss
|
(3,327,827
|
)
|
(3,327,827
|
)
|
|||||||||||||||||||||
Balance,
December 31, 2004
|
-
|
-
|
13,216,097
|
13,216
|
6,508,061
|
-
|
(4,955,328
|
)
|
1,565,949
|
||||||||||||||||
Issuance
of common stock in private
|
|||||||||||||||||||||||||
placement
for cash less issuance
|
|||||||||||||||||||||||||
expense
of $384,312
|
2,991,812
|
2,992
|
6,224,601
|
6,227,593
|
|||||||||||||||||||||
Issuance
of common stock options
|
|||||||||||||||||||||||||
and
warrants for compensation
|
557,080
|
557,080
|
|||||||||||||||||||||||
Exercise
of common stock options
|
25,000
|
25
|
62,475
|
62,500
|
Deficit
|
|||||||||||||||||||||||||
Accumulated
|
|||||||||||||||||||||||||
Additional
|
During
the
|
||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Deferred
|
Development
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Costs
|
Stage
|
Total
|
||||||||||||||||||
Net
loss
|
(3,823,903
|
)
|
(3,823,903
|
)
|
|||||||||||||||||||||
Balance,
December 31, 2005
|
-
|
-
|
16,232,909
|
$
|
16,233
|
$
|
13,352,217
|
-
|
($8,779,231
|
)
|
$
|
4,589,219
|
|||||||||||||
Issuance
of common stock in private
|
|||||||||||||||||||||||||
placement
for cash less issuance
|
|||||||||||||||||||||||||
expense
of $95,013
|
1,227,272
|
1,227
|
1,253,760
|
1,254,987
|
|||||||||||||||||||||
Issuance
of common stock options
|
|||||||||||||||||||||||||
and
warrants for compensation
|
703,839
|
703,839
|
|||||||||||||||||||||||
Stock
warrant term extension
|
-
|
482,964
|
482,964
|
||||||||||||||||||||||
Warrant
liability
|
(1,284,841
|
)
|
(1,284,841
|
)
|
|||||||||||||||||||||
Net
loss
|
(4,461,904
|
)
|
(4,461,904
|
)
|
|||||||||||||||||||||
Balance,
December 31, 2006
|
-
|
-
|
17,460,181
|
$
|
17,460
|
$
|
14,507,939
|
-
|
($13,241,135
|
)
|
$
|
1,284,264
|
(1) |
Summary
of Significant Accounting
Policies:
|
(1) |
Summary
of Significant Accounting Policies,
Continued:
|
(1)
|
Summary
of Significant Accounting Policies,
Continued:
|
(1)
|
Summary
of Significant Accounting Policies,
Continued:
|
Year
ended
|
||||
December
31, 2005
|
||||
Net
loss as reported
|
$
|
(3,823,903
|
)
|
|
|
||||
Compensation
recognized under:
|
||||
SFAS
123
|
(984,514
|
)
|
||
Pro
forma net loss
|
$
|
(4,808,417
|
)
|
|
Basic
and diluted loss per common share:
|
||||
As
reported
|
$
|
(0.24
|
)
|
|
Pro
forma
|
$
|
(0.30
|
)
|
For
the Year Ended
December 31 , |
|||||||
2006
|
2005
|
||||||
Weighted
average of fair value at date of grant for
options
granted during the period
|
$
|
0.87
|
$
|
1.31
|
|||
Risk-free
interest rates
|
4.35%
- 5.04
|
%
|
3.77%
- 4.45
|
%
|
|||
Expected
option life in years
|
7
|
5-7
|
|||||
Expected
stock price volatility
|
.72
- .77
|
.83
- .72
|
|||||
Expected
dividend yield
|
-
|
-
|
(1)
|
Summary
of Significant Accounting Policies
Continued:
|
(1)
|
Summary
of Significant Accounting Policies
Continued:
|
(2) |
Property
and Equipment:
|
2006
|
2005
|
||||||
Office
equipment
|
$
|
8,589
|
$
|
8,589
|
|||
Office
furniture
|
7,297
|
7,297
|
|||||
Computer
equipment
|
45,915
|
42,468
|
|||||
Medical
equipment
|
107,993
|
107,993
|
|||||
169,794
|
166,347
|
||||||
Less:
accumulated depreciation
|
(96,684
|
)
|
(64,718
|
)
|
|||
$
|
73,110
|
$
|
101,629
|
(3) |
Patent
Rights:
|
(3) |
Patent
Rights Continued:
|
(4) |
Deferred
Employee Loan-Out Costs:
|
(5) |
Convertible
Promissory Notes:
|
(5) |
Convertible
Promissory Notes
Continued:
|
(6) |
Commitments
and Contingencies:
|
(6)
|
Commitments
and Contingencies
Continued:
|
(7)
|
Stockholders’
Equity:
|
(7)
|
Stockholders’
Equity, Continued:
|
(7)
|
Stockholders’
Equity, Continued:
|
(7) |
Stockholders’
Equity, Continued:
|
(7) |
Stockholders’
Equity, Continued:
|
(7) |
Stockholders’
Equity, Continued:
|
(7) |
Stockholders’
Equity, Continued:
|
Number
of
|
Exercise
|
||||||
Shares
|
Price
|
Expiration
date
|
|||||
100,000
|
$
|
0.15
|
August
18, 2009
|
||||
900,000
|
1.00
|
February
15, 2007
|
|||||
50,000
|
1.00
|
July
3, 2008
|
|||||
4,375,000
|
2.50
|
October
29, 2008
|
|||||
47,500
|
2.50
|
January
5, 2007
|
|||||
75,000
|
3.40
|
April
1, 2009
|
|||||
50,000
|
1.50
|
August
4, 2009
|
|||||
50,000
|
3.50
|
August
4, 2009
|
|||||
200,000
|
2.90
|
February
1, 2010
|
|||||
1,704,343
|
2.74
|
January
11, 2010
|
|||||
613,634
|
1.50
|
March
6, 2011
|
|||||
8,165,477
|
(7)
|
Stockholders’
Equity, Continued:
|
For
the year ended December 31,
|
|||||||||||||
2006
|
2005
|
||||||||||||
Weighted
|
Weighted
|
||||||||||||
Average
|
Average
|
||||||||||||
Shares
|
Price
|
Shares
|
Price
|
||||||||||
Warrants
at beginning of year
|
7,457,810
|
$
|
2.30
|
5,672,500
|
$
|
2.11
|
|||||||
Warrants
issued
|
707,667
|
$
|
1.66
|
1,810,310
|
$
|
2.90
|
|||||||
Warrants
exercised
|
(25,000
|
)
|
$
|
2.50
|
|||||||||
Warrants
forfeited
|
|
|
|||||||||||
Warrants
at end of year (2)
|
8,165,477
|
$
|
2.29
|
(1)
|
7,457,810
|
$
|
2.30
|
(7)
|
Stockholders’
Equity, Continued:
|
For
the year ended December 31,
|
|||||||||||||
2006
|
2005
|
||||||||||||
Weighted
|
Weighted
|
||||||||||||
Average
|
Average
|
||||||||||||
Shares
|
Price
|
Shares
|
Price
|
||||||||||
Options
at beginning of year
|
982,000
|
$
|
1.88
|
731,000
|
$
|
1.79
|
|||||||
Options
issued
|
266,000
|
$
|
2.12
|
||||||||||
Options
exercised
|
|||||||||||||
Options
forfeited
|
-
|
(15,000
|
)
|
$
|
2.25
|
||||||||
Options
at end of year
|
982,000
|
$
|
1.88
|
982,000
|
$
|
1.88
|
|||||||
Options
exercisable at end of year
|
978,000
|
$
|
1.87
|
935,000
|
$
|
1.87
|
For
the year ended
December 31, 2006 |
For
the year ended
December 31, 2005 |
||||||||||||
Weighted
|
Weighted
|
||||||||||||
Average
|
Average
|
||||||||||||
Shares
|
Price
|
Shares
|
Price
|
||||||||||
Options
at beginning of year
|
905,000
|
$
|
1.98
|
-
|
-
|
||||||||
Options
issued
|
432,000
|
$
|
1.25
|
910,000
|
$
|
1.98
|
|||||||
Options
exercised
|
|||||||||||||
Options
forfeited
|
|
(5,000
|
)
|
$
|
1.80
|
||||||||
Options
at end of year
|
1,337,000
|
$
|
1.75
|
905,000
|
$
|
1.98
|
|||||||
Options
exercisable at end of year
|
1,003,000
|
$
|
1.83
|
284,000
|
$
|
2.17
|
(7)
|
Stockholders’
Equity, Continued:
|
December
31, 2006
|
||||||||||||||||
Options
Outstanding
|
Options
Exercisable
|
|||||||||||||||
Weighted
|
||||||||||||||||
Average
|
Weighted
|
Weighted
|
||||||||||||||
Remaining
|
Average
|
Average
|
||||||||||||||
Range
of
|
Contractually
|
Exercise
|
Exercise
|
|||||||||||||
Exercise
Prices
|
Shares
|
(in
years)
|
Price
|
Shares
|
Price
|
|||||||||||
$0.15
- $0.90
|
276,000
|
6.45
|
$
|
0.73
|
154,000
|
$
|
0.63
|
|||||||||
$1.00
- $1.85
|
1,327,000
|
3.77
|
1.59
|
1,111,000
|
1.54
|
|||||||||||
$2.00
- $2.97
|
706,000
|
4.51
|
2.59
|
706,000
|
2.59
|
|||||||||||
$3.40
|
10,000
|
2.32
|
3.40
|
10,000
|
3.40
|
|||||||||||
2,319,000
|
4.31
|
1.80
|
1,981,000
|
1.85
|
Shares
|
Weighted
Average
Exercise
Price
|
||||||
Non
vested at December 31, 2005
|
668,000 |
$
|
1.89
|
||||
Granted
|
432,000 | 1.25 | |||||
Vested
|
(763,000 | ) | 1.71 | ||||
Non
vested at December 31, 2006
|
337,000 |
$
|
1.48
|
(8) |
Research
Costs:
|
(9) |
Income
Taxes:
|
2006
|
2005
|
||||||
Current
|
|||||||
Federal
|
-
|
-
|
|||||
State
|
-
|
_
|
|||||
Total
Current Liability
|
-
|
-
|
|||||
Deferred
|
|||||||
Federal
|
($1,430,000
|
)
|
($1,010,000
|
)
|
|||
State
|
($488,000
|
)
|
($289,000
|
)
|
|||
Total
Deferred Liability
|
($1,918,000
|
)
|
($1,299,000
|
)
|
|||
Valuation
Allowance
|
$
|
1,918,000
|
$
|
1,299,000
|
|||
Total
|
-
|
-
|
(9) |
Income
Taxes, continued:
|
2006
|
|
2005
|
|||||
Deferred
Tax Assets (Liability)
|
|||||||
Current
|
|||||||
Interest
|
$
|
105,000
|
$
|
105,000
|
|||
Intangible
|
$
|
194,000
|
$
|
193,000
|
|||
NOL
|
$
|
4,439,000
|
$
|
2,706,000
|
|||
Deferred
state tax
|
($377,000
|
)
|
($211,000
|
)
|
|||
Stock
options
|
$
|
276,000
|
-
|
||||
Credits
|
$
|
150,000
|
-
|
||||
Other
|
$
|
76,000
|
$
|
103,000
|
|||
Non-Current
|
|||||||
Amortization
|
($92,000
|
)
|
($66,000
|
)
|
|||
Depreciation
|
($15,000
|
)
|
$
|
8,000
|
|||
Net
Deferred Tax Assets
|
$
|
4,756,000
|
$
|
2,838,000
|
|||
Less
Valuation Allowance
|
($4,756,000
|
)
|
($2,838,000
|
)
|
|||
Net
Deferred Tax Asset (Liability)
|
- |
-
|
(9) |
Income
Taxes, continued:
|
2006
|
|
2005
|
|||||
Federal
tax on pretax income at statutory rates
|
($1,459,000
|
)
|
($1,300,000
|
)
|
|||
State
tax, net of federal benefit
|
($327,000
|
)
|
($191,000
|
)
|
|||
Other
|
($131,000
|
)
|
$
|
192,000
|
|||
$
|
1,917,000
|
$
|
1,299,000
|
||||
Total
|
- | - |
(10) |
Related
Party Transactions:
|
(11) |
Employee
Benefit Plan:
|
(12) |
Subsequent
Events:
|
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
(Unaudited)
|
(Audited)
|
||||||
ASSETS
|
|||||||
Current
assets
|
|||||||
Cash
and cash equivalents
|
$
|
1,344,817
|
$
|
2,054,280
|
|||
Prepaid
expenses
|
105,300
|
147,163
|
|||||
Total
current assets
|
1,450,117
|
2,201,443
|
|||||
Net
property and equipment
|
66,256
|
73,110
|
|||||
Patent
rights, net of accumulated amortization of $119,014 and $113,894,
respectively
|
147,653
|
152,773
|
|||||
Other
assets
|
50,818
|
62,827
|
|||||
Total
assets
|
$
|
1,714,844
|
$
|
2,490,153
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
Current
liabilities
|
|||||||
Accounts
payable
|
$
|
446,933
|
$
|
310,162
|
|||
Accrued
expenses
|
550,941
|
132,073
|
|||||
Total
current liabilities
|
997,874
|
442,235
|
|||||
Long
term contract obligations
|
250,000
|
-
|
|||||
Accrued
warrant liability
|
-
|
763,654
|
|||||
Total
liabilities
|
1,247,874
|
1,205,889
|
|||||
Stockholders'
equity
|
|||||||
Preferred
stock, $.001 par value; 5,000,000 shares authorized:
|
|||||||
none
issued and outstanding
|
-
|
-
|
|||||
Common
stock, $.001 par value; 60,000,000 shares authorized; 17,460,181
|
|||||||
shares
issued and outstanding at March 31, 2007 and December 31,
2006
|
17,460
|
17,460
|
|||||
Additional
paid-in capital
|
16,080,301
|
14,507,939
|
|||||
Deficit
accumulated during the development stage
|
(15,630,791
|
)
|
(13,241,135
|
)
|
|||
Total
stockholders' equity
|
466,970
|
|
1,284,264
|
||||
Total
liabilities and stockholders' equity
|
$
|
1,714,844
|
$
|
2,490,153
|
For
the three months ended March 31,
|
Inception
to
|
|||||||||
2007
|
2006
|
March
31, 2007
|
||||||||
Revenues
|
$
|
-
|
$
|
-
|
$
|
320,966
|
||||
Operating
expenses:
|
||||||||||
General
and administrative
|
675,831
|
744,064
|
8,997,920
|
|||||||
Research
and development
|
1,030,993
|
366,190
|
6,844,169
|
|||||||
Total
operating expenses
|
1,706,824
|
1,110,254
|
15,842,089
|
|||||||
Loss
before other income (expense)
|
(1,706,824
|
)
|
(1,110,254
|
)
|
(15,521,123
|
)
|
||||
Other
income (expense):
|
||||||||||
Change
in fair value of warrant liability
|
-
|
|
-
|
521,187
|
||||||
Equity
offering contingency
|
(180,000 |
)
|
- | (180,000 |
)
|
|||||
Interest
income
|
18,355
|
40,786
|
314,470
|
|||||||
Interest
expense
|
-
|
-
|
(244,138
|
)
|
||||||
Total
other income (expense)
|
(161,645 |
)
|
40,786
|
411,519
|
||||||
Net
loss
|
$
|
(1,868,469
|
)
|
$
|
(1,069,468
|
)
|
$
|
(15,109,604
|
)
|
|
Net
loss per share:
|
||||||||||
Basic
and diluted
|
$
|
(0.11
|
)
|
$
|
(0.06
|
)
|
||||
Weighted-average
shares:
|
||||||||||
Basic
and diluted
|
17,460,181
|
16,587,454
|
For
the three months ended March 31,
|
Inception
to
|
|||||||||
2007
|
2006
(Restated)
|
March
31, 2007
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
loss
|
$
|
(1,868,469
|
)
|
$
|
(1,069,468
|
)
|
$
|
(15,109,604
|
)
|
|
Adjustments
to reconcile net loss to net cash used
in operating activities:
|
||||||||||
Amortization
of debt discount
|
-
|
-
|
244,795
|
|||||||
Depreciation
and amortization
|
11,974
|
12,651
|
264,193
|
|||||||
Change
in fair value of warrant liability
|
-
|
-
|
(521,187
|
)
|
||||||
Patent
rights impairment
|
-
|
-
|
91,694
|
|||||||
Interest
earned on discounted short term investments
|
-
|
8,406
|
-
|
|||||||
Issuance
of common stock, options and warrants for compensation
|
212,951
|
210,739
|
3,012,885
|
|||||||
Insurance
of warrant for patent acquisition
|
74,570 | 74,570 | ||||||||
Settlement
of accrued expense
|
-
|
-
|
54,401
|
|||||||
Deferred
compensation costs
|
-
|
-
|
319,553
|
|||||||
Changes
in operating assets and liabilities:
|
||||||||||
Prepaid
expenses
|
41,863
|
43,348
|
(105,302
|
)
|
||||||
Other
assets
|
12,009
|
4,987
|
(50,818
|
)
|
||||||
Accounts
payable and accrued expenses
|
555,639
|
(24,758
|
)
|
904,372
|
||||||
Other
liabilities
|
-
|
-
|
64,695
|
|||||||
Contractual
obligation
|
250,000
|
-
|
250,000
|
|||||||
Net
cash provided by operating activities
|
(709,463
|
)
|
(814,095
|
)
|
(10,505,753
|
)
|
||||
Cash
flows from investing activities:
|
||||||||||
Additions
of property and equipment
|
-
|
(3,447
|
)
|
(144,796
|
)
|
|||||
Purchase
of short term investments
|
-
|
(5,954,653
|
)
|
(21,866,787
|
)
|
|||||
Maturities
of short term investments
|
-
|
4,965,947
|
21,866,787
|
|||||||
Net
cash provided by and (used in) investing activities
|
-
|
(992,153
|
)
|
(144,796
|
)
|
|||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from issuance of convertible debt
|
-
|
-
|
400,000
|
|||||||
Proceeds
from common stock option/warrant exercise
|
-
|
-
|
65,200
|
|||||||
Net
proceeds from issuance of common stock and warrants
|
-
|
1,310,092
|
11,313,249
|
|||||||
Net
proceeds from issuance of preferred stock
|
-
|
-
|
238,732
|
|||||||
Payments
on capital lease obligation, net
|
-
|
-
|
(21,815
|
)
|
||||||
Net
cash provided by financing activities
|
-
|
1,310,092
|
11,995,366
|
|||||||
Net
(decrease) increase in cash
|
(709,463
|
)
|
(496,156
|
)
|
1,344,817
|
|||||
Cash
at beginning of period
|
2,054,280
|
2,379,738
|
-
|
|||||||
Cash
at end of period
|
$
|
1,344,817
|
$
|
1,883,582
|
$
|
1,344,817
|
||||
Supplemental
disclosures of non-cash financing activity
|
||||||||||
Issuance
of securities for obligation related to finder's fees
|
-
|
-
|
$
|
47,500
|
||||||
Accrued
warrant liability
|
$
|
-
|
$
|
951,841
|
$
|
1,284,841
|
ARBIOS
SYSTEMS, INC.
|
||||||||||
(A
Development Stage Company)
|
||||||||||
CONDENSED
STATEMENT OF STOCKHOLDERS' EQUITY
|
||||||||||
PERIOD
FROM AUGUST 23, 2000 (INCEPTION) TO MARCH 31,
2007
|
||||||||||
(Unaudited)
|
Deficit
|
|||||||||||||||||||||||||
Accumulated
|
|||||||||||||||||||||||||
Additional
|
During
the
|
||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Deferred
|
Development
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Costs
|
Stage
|
Total
|
||||||||||||||||||
|
|||||||||||||||||||||||||
Balance,
August 23,
|
|||||||||||||||||||||||||
2000
(inception) restated
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||||
for
effect of reverse merger
|
|||||||||||||||||||||||||
with
Historical Autographs U.S.A. Inc.
|
|||||||||||||||||||||||||
Stock
issuance
|
|||||||||||||||||||||||||
in
exchange for cash
|
5,000,000
|
50
|
4,950
|
5,000
|
|||||||||||||||||||||
Net
loss
|
(9,454
|
)
|
(9,454
|
)
|
|||||||||||||||||||||
Balance,
December 31,
|
|||||||||||||||||||||||||
2000,
as restated
|
-
|
-
|
5,000,000
|
50
|
4,950
|
-
|
(9,454
|
)
|
(4,454
|
)
|
|||||||||||||||
Issuance
of junior preferred stock
|
|||||||||||||||||||||||||
for
cash of $250,000 and in
|
|||||||||||||||||||||||||
exchange
for $400,000 in patent rights,
|
|||||||||||||||||||||||||
research
and development costs,
|
|||||||||||||||||||||||||
and
employee loanout costs less
|
|||||||||||||||||||||||||
issuance
expenses
|
|||||||||||||||||||||||||
of
$11,268, June 29, 2001
|
681,818
|
7
|
958,278
|
(343,553
|
)
|
614,732
|
|||||||||||||||||||
Issuance
of common stock in exchange
|
|||||||||||||||||||||||||
for
patent rights and deferred research
|
|||||||||||||||||||||||||
and
development costs
|
362,669
|
4
|
547,284
|
547,288
|
|||||||||||||||||||||
Services
receivable
|
(550,000
|
)
|
(550,000
|
)
|
|||||||||||||||||||||
Deferred
employee
|
|||||||||||||||||||||||||
loan-out
costs
|
|||||||||||||||||||||||||
receivable
earned
|
82,888
|
82,888
|
|||||||||||||||||||||||
Net
loss
|
(237,574
|
)
|
(237,574
|
)
|
|||||||||||||||||||||
Balance,
December 31, 2001
|
681,818
|
7
|
5,362,669
|
54
|
1,510,512
|
(810,665
|
)
|
(247,028
|
)
|
452,880
|
The
accompanying notes are an integral part of these condensed
financial
statements.
|
ARBIOS
SYSTEMS, INC.
|
|||||||||||||||||||||||||
(A
Development Stage Company)
|
|||||||||||||||||||||||||
CONDENSED
STATEMENT OF STOCKHOLDERS' EQUITY
|
|||||||||||||||||||||||||
PERIOD
FROM AUGUST 23, 2000 (INCEPTION) TO MARCH 31,
2007
|
|||||||||||||||||||||||||
(Unaudited)
|
Deficit
|
|||||||||||||||||||||||||
Accumulated
|
|||||||||||||||||||||||||
Additional
|
During
the
|
||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Deferred
|
Development
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Costs
|
Stage
|
Total
|
||||||||||||||||||
Amendment
of December 31, 2001
agreement
for the issuance of common
stock
agreement in exchange
for research
and
development services
|
(495,599
|
)
|
550,000
|
54,401
|
|||||||||||||||||||||
Deferred
employee loan out
|
|||||||||||||||||||||||||
costs
receivable earned
|
171,776
|
171,776
|
|||||||||||||||||||||||
Issuance
of common
|
|||||||||||||||||||||||||
stock
for compensation
|
70,000
|
1
|
10,499
|
10,500
|
|||||||||||||||||||||
Issuance
of common stock for cash
|
999,111
|
9
|
149,857
|
149,866
|
|||||||||||||||||||||
Net
loss
|
(494,780
|
)
|
(494,780
|
)
|
|||||||||||||||||||||
Balance,
December 31, 2002
|
681,818
|
7
|
6,431,780
|
64
|
1,175,269
|
(88,889
|
)
|
(741,808
|
)
|
344,643
|
|||||||||||||||
Issuance
of common stock for cash
|
|||||||||||||||||||||||||
less
issuance expense of $2,956
|
417,000
|
417
|
246,827
|
247,244
|
|||||||||||||||||||||
Issuance
of common stock in private
|
|||||||||||||||||||||||||
placement
for cash less
|
|||||||||||||||||||||||||
issuance
expense of $519,230
|
4,000,000
|
4,000
|
3,476,770
|
3,480,770
|
|||||||||||||||||||||
Issuance
of common stock
|
|||||||||||||||||||||||||
for
convertible debenture less
|
|||||||||||||||||||||||||
issuance
expense of $49,500
|
400,000
|
400
|
350,100
|
350,500
|
|||||||||||||||||||||
Shares
issued in connection with
|
|||||||||||||||||||||||||
acquisition
of Historical Autographs
|
|||||||||||||||||||||||||
U.S.A.,
Inc. on October 30, 2003
|
1,220,000
|
8,263
|
(8,263
|
)
|
-
|
The
accompanying notes are an integral part of these condensed
financial
statements.
|
ARBIOS
SYSTEMS, INC.
|
|||||||||||||||||||||||||
(A
Development Stage Company)
|
|||||||||||||||||||||||||
CONDENSED
STATEMENT OF STOCKHOLDERS' EQUITY
|
|||||||||||||||||||||||||
PERIOD
FROM AUGUST 23, 2000 (INCEPTION) TO MARCH 31,
2007
|
|||||||||||||||||||||||||
(Unaudited)
|
Deficit
|
|||||||||||||||||||||||||
Accumulated
|
|||||||||||||||||||||||||
Additional
|
During
the
|
||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Deferred
|
Development
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Costs
|
Stage
|
Total
|
||||||||||||||||||
Value
of warrants and beneficial
|
|||||||||||||||||||||||||
conversion
feature of bridge loan
|
244,795
|
244,795
|
|||||||||||||||||||||||
Deferred
employee loan-out
|
|||||||||||||||||||||||||
costs
receivable earned
|
88,889
|
88,889
|
|||||||||||||||||||||||
Preferred
Stock converted
|
|||||||||||||||||||||||||
to
Common Stock
|
(681,818
|
)
|
(7
|
)
|
681,818
|
7
|
|||||||||||||||||||
Net
loss
|
(885,693
|
)
|
(885,693
|
)
|
|||||||||||||||||||||
Balance,
December 31, 2003
|
-
|
-
|
13,150,598
|
13,151
|
5,485,498
|
-
|
(1,627,501
|
)
|
3,871,148
|
||||||||||||||||
Issuance
of common stock options
|
|||||||||||||||||||||||||
and
warrants for compensation
|
|
972,430
|
972,430
|
||||||||||||||||||||||
|
|||||||||||||||||||||||||
Exercise
of common stock options
|
18,000
|
18
|
2,682
|
2,700
|
|||||||||||||||||||||
Issuance
of securities for payable
|
47,499
|
47
|
47,451
|
47,498
|
|||||||||||||||||||||
Net
loss
|
(3,327,827
|
)
|
(3,327,827
|
)
|
|||||||||||||||||||||
Balance,
December 31, 2004
|
-
|
-
|
13,216,097
|
13,216
|
6,508,061
|
-
|
(4,955,328
|
)
|
1,565,949
|
||||||||||||||||
Issuance
of common stock in private
|
|||||||||||||||||||||||||
placement
for cash less issuance
|
|||||||||||||||||||||||||
expense
of $384,312
|
2,991,812
|
2,992
|
6,224,601
|
6,227,593
|
|||||||||||||||||||||
Issuance
of common stock options
|
|||||||||||||||||||||||||
and
warrants for compensation
|
|
557,080
|
557,080
|
||||||||||||||||||||||
|
|||||||||||||||||||||||||
Exercise
of common stock options
|
25,000
|
25
|
62,475
|
62,500
|
The
accompanying notes are an integral part of these condensed
financial
statements.
|
ARBIOS
SYSTEMS, INC.
|
|||||||||||||||||||||||||
(A
Development Stage Company)
|
|||||||||||||||||||||||||
CONDENSED
STATEMENT OF STOCKHOLDERS' EQUITY
|
|||||||||||||||||||||||||
PERIOD
FROM AUGUST 23, 2000 (INCEPTION) TO MARCH 31,
2007
|
|||||||||||||||||||||||||
(Unaudited)
|
Accumulated
|
|||||||||||||||||||||||||
Additional
|
During
the
|
||||||||||||||||||||||||
Preferred
Stock
|
Common
Stock
|
Paid-In
|
Deferred
|
Development
|
|||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Costs
|
Stage
|
Total
|
||||||||||||||||||
Net
loss
|
(3,823,903
|
)
|
(3,823,903
|
)
|
|||||||||||||||||||||
Balance,
December 31, 2005
|
-
|
-
|
|
16,232,909
|
$
|
16,233
|
$
|
13,352,217
|
-
|
($8,779,231
|
)
|
$
|
4,589,219
|
||||||||||||
Issuance
of common stock in private
|
|||||||||||||||||||||||||
placement
for cash less issuance
|
|||||||||||||||||||||||||
expense
of $95,013
|
1,227,272
|
1,227
|
1,253,760
|
1,254,987
|
|||||||||||||||||||||
Issuance
of common stock options
|
|||||||||||||||||||||||||
and
warrants for compensation
|
|
703,839
|
703,839
|
||||||||||||||||||||||
|
|||||||||||||||||||||||||
Stock
warrant term extension
|
-
|
|
482,964
|
482,964
|
|||||||||||||||||||||
Warrant
liability
|
(1,284,841
|
)
|
(1,284,841
|
)
|
|||||||||||||||||||||
Net
loss
|
(4,461,904
|
)
|
(4,461,904
|
)
|
|||||||||||||||||||||
Balance,
December 31, 2006
|
-
|
-
|
|
17,460,181
|
$
|
17,460
|
$
|
14,507,939
|
-
|
($13,241,135
|
)
|
$
|
1,284,264
|
||||||||||||
Cumulative
effect of change in accounting principle:
|
|||||||||||||||||||||||||
Adjust
retained earnings at January 1, 2007 for change in
accounting principle
|
(521,187
|
) |
(521,187
|
) | |||||||||||||||||||||
Reclassification
of warrants
|
1,284,841 | 1,284,841 | |||||||||||||||||||||||
Issuance
of common stock, options
|
|||||||||||||||||||||||||
and
warrants for compensation
|
|
153,926
|
153,926
|
||||||||||||||||||||||
|
|||||||||||||||||||||||||
Stock
warrant term extension
|
-
|
|
59,025
|
59,025
|
|||||||||||||||||||||
Insurance
of warrant for patent acquisition
|
74,570
|
74,570
|
|||||||||||||||||||||||
Net
loss
|
(1,868,469
|
)
|
(1,868,469
|
)
|
|||||||||||||||||||||
Balance,
March 31, 2007
|
-
|
-
|
|
17,460,181
|
$
|
17,460
|
$
|
16,080,301
|
-
|
($15,630,791
|
)
|
$
|
466,970
|
|
The
accompanying notes are an integral part of these condensed
financial
statements.
|
Three
months
|
||||
ended
|
||||
March
31, 2006
|
||||
Net
loss
|
|
|||
As
originally reported
|
$
|
(1,069,468
|
)
|
|
Adjustment
|
|
|||
As
adjusted
|
$
|
(1,069,468
|
)
|
|
|
||||
Accrued
warrant liability
|
||||
As
originally reported
|
$
|
680,841
|
||
Adjustment
|
271,000
|
|||
As
adjusted
|
$
|
951,841
|
||
|
||||
Additional
paid-in capital
|
||||
As
originally reported
|
$
|
14,190,980
|
||
Adjustment
|
(271,000
|
)
|
||
As
adjusted
|
$
|
13,919,980
|
SEC
registration fee
|
$
|
19
|
|
|
Accounting
fees and expenses
|
$
|
3,000
|
||
Legal
fees and expenses
|
$
|
25,000
|
||
Printing
and related expenses
|
$
|
2,000
|
||
Transfer
agent fees and expenses
|
$
|
0
|
||
$
|
0
|
|||
Total
|
$
|
30,019
|
|
Exhibit
Number
|
Description | |
2.1
|
|
Agreement
and Plan of Reorganization, dated October 20, 2003, between the
Registrant, Arbios Technologies, Inc., HAUSA Acquisition, Inc., Cindy
Swank and Raymond Kuh (1)
|
|
|
|
3.1
|
|
Certificate
of Incorporation filed with the Secretary of State of the State of
Delaware on June 3, 2005 (10)
|
|
|
|
3.2
|
|
Certificate
of Correction filed with the Secretary of State of the State of Delaware
on July 6, 2005 (10)
|
|
|
|
3.3
|
|
Certificate
of Ownership and Merger filed with the Secretary of State of the
State of
Delaware on July 25, 2005 (10)
|
|
|
|
3.4
|
|
Certificate
of Ownership and Merger filed with the Secretary of State of the
State of
Delaware on July 26, 2005 (10)
|
|
|
|
3.5
|
|
Bylaws
(10)
|
|
|
|
4.1
|
|
Form
of Common Stock certificate (10)
|
|
|
|
4.2
|
|
Form
of Warrant for the Purchase of Shares of Common Stock issued by the
Registrant upon the assumption of the Arbios Technologies, Inc.
outstanding Warrant (3)
|
4.3
|
|
Common
Stock Purchase Warrant, dated April 1, 2004, issued to Wolfe Axelrod
Weinberger Associates LLC (4)
|
|
|
|
4.4
|
|
Form
of Warrant to Purchase Common Stock of Arbios Systems, Inc., dated
January
11, 2005, issued to investors and placement agent (5)
|
4.5
|
Form
of Warrant, dated as of March 2, 2006 (11)
|
|
4.6
|
|
Form
of Warrant Agreement, Immunocept, LLC license (12)
|
4.7
|
Form
of A Warrant, dated as of April 23, 2007 (14)
|
|
4.8
|
Form
of B Warrant, dated as of April 23, 2007 (14)
|
|
5.1
|
Opinion
of counsel as to legality of securities being
registered
|
|
|
|
|
10.1
|
|
Form
of 2001 Stock Option Plan (2)*
|
|
|
|
10.2
|
|
Facilities
Lease, entered into as of June 30, 2001, by and between Cedars-Sinai
Medical Center and Arbios Technologies, Inc. (3)
|
|
|
|
10.3
|
|
Standard
Multi-Tenant Office Lease, dated as of August 16, 2005, by and between
Beverly Robertson Design Plaza and Arbios Systems, Inc.
(10)
|
10.4
|
|
Employee
Loan-Out Agreement, entered into effective as of July 1, 2001, by
and
between Cedars-Sinai Medical Center and Arbios Technologies, Inc.
(3)
|
|
|
|
10.5
|
|
Second
Amendment to Employee Loan-Out Agreement, entered into effective
as of May
7, 2003, by and between Cedars-Sinai Medical Center and Arbios
Technologies, Inc. (3)
|
|
|
|
10.6
|
|
License
Agreement, entered into as of June 2001, by and between Cedars-Sinai
Medical Center and Arbios Technologies, Inc. (3)
|
|
|
|
10.7
|
|
Spectrum
Labs License Agreement (3)
|
|
|
|
10.8
|
|
Third
Amendment to Employee Loan-Out Agreement, entered into effective
as of
June 21, 2004, by and between Cedars-Sinai Medical Center and Arbios
Systems, Inc. (4)
|
|
|
|
10.9
|
|
Asset
Purchase Agreement among Circe Biomedical, Inc., a Delaware corporation,
Arbios Technologies, Inc., and Arbios Systems, Inc., dated as of
April 7,
2004 (4)
|
|
|
|
10.10
|
|
Manufacturing
and Supply Agreement, dated as of December 26, 2001, between Spectrum
Laboratories, Inc. and Arbios Technologies, Inc. (4)
|
|
|
|
10.11
|
|
Research
Agreement, dated as of December 26, 2001, between Spectrum Laboratories,
Inc. and Arbios Technologies, Inc.
(4)
|
10.12
|
|
First
Amendment to Research Agreement, dated as of October 14, 2002, between
Spectrum Laboratories, Inc. and Arbios Technologies, Inc.
(4)
|
|
|
|
10.13
|
|
Third
Amendment to Facilities Lease, entered into effective as of June
21, 2004,
by and between Cedars-Sinai Medical Center and Arbios Technologies,
Inc.
(4)
|
|
|
|
10.14
|
|
Form
of Purchase Agreement, dated as of January 11, 2005, by and among
Arbios
Systems, Inc. and the Investors named therein (5)
|
|
|
|
10.15
|
|
Form
of Registration Rights Agreement, dated as of January 11, 2005, by
and
among Arbios Systems, Inc. and the Investors named therein
(5)
|
|
|
|
10.16
|
|
Omnibus
Stockholders’ Agreement, dated as of October 24, 2003, by and among Arbios
Technologies, Inc., Historical Autographs U.S.A., Inc., Spectrum
Laboratories, Inc., Cedars-Sinai Medical Center, Achilles A. Demetriou,
M.D., Ph.D. and Kristin P. Demetriou, as Trustees of the A & K
Demetriou Family Trust created on November 13, 2000, and Jacek Rozga,
M.D., Ph.D. and Joanna Rozga (10)
|
|
|
|
10.17
|
|
Employment
Offer Letter, dated December 30, 2004, between Arbios Systems, Inc.
and
David Zeffren.* (10)
|
|
|
|
10.18
|
|
Employment
Offer Letter, dated March 25, 2005, between Arbios Systems, Inc.
and Shawn
Cain.* (10)
|
|
|
|
10.19
|
|
Employment
Offer Letter, dated March 29, 2005, between Arbios Systems, Inc.
and Scott
Hayashi.* (10)
|
10.20
|
|
Employment
Agreement, entered into between Arbios Systems, Inc. and Amy Factor,
effective as of March 31, 2005* (6)
|
|
|
|
10.21
|
|
Employment
Offer Letter, dated July 28, 2005, between Arbios Systems, Inc. and
Jacek
Rozga, M.D., Ph.D.* (7)
|
|
|
|
10.22
|
|
2005
Stock Incentive Plan* (8)
|
|
|
|
10.23
|
|
Form
of Stock Option Agreement for the 2005 Stock Incentive Plan*
(8)
|
|
|
|
10.24
|
|
Employment
Offer Letter, dated October 17, 2005, between Arbios Systems, Inc.
and
Walter C. Ogier* (9)
|
|
|
|
10.25
|
|
Consulting
Agreement, dated October 1, 2005, between Arbios Systems, Inc. and
Marvin
S. Hausman, M.D. (9)
|
|
|
|
10.26
|
|
Form
of Lease, dated April 1, 2005, between Arbios Technologies, Inc.
and
American Integrated Biologics, Inc.
(7)
|
10.27
|
Purchase
Agreement, dated March 2, 2006, by and among Arbios Systems, Inc.
and the
Investors named therein (11)
|
|
10.28
|
Registration
Rights Agreement, dated March 2, 2006, by and among Arbios Systems,
Inc.
and the Investors named therein (11)
|
|
10.29
|
|
License
Agreement, dated March 29, 2007, between Arbios Systems, Inc. and
Immunocept, LLC (12)
|
10.30
|
Offer
Letter, dated as of April 27, 2007, between Arbios Systems, Inc.
and Dr.
Jacek Rozga* (13)
|
|
10.31
|
Purchase
Agreement, dated April 23, 2007, by and among Arbios Systems, Inc.
and the
Investors named therein (14)
|
|
10.32
|
Registration
Rights Agreement, dated April 23, 2007, by and among Arbios Systems,
Inc.
and the Investors named therein (14)
|
|
23.1
|
Consent
of Stonefield Josephson, Inc., independent registered public accounting
firm
|
|
23.2
|
Consent
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (reference
is made
to Exhibit 5.1)
|
|
24.1
|
Power
of Attorney (reference is made to the signature
page)
|
* |
Denotes
a management contract or compensatory plan or
arrangement.
|
(1)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 14, 2003, which
exhibit
is hereby incorporated herein by reference.
|
(2)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 10-SB filed
with the Securities and Exchange Commission on April 26, 2001, which
exhibit is hereby incorporated herein by
reference.
|
(3)
|
Previously
filed as an exhibit to the Company’s Annual Report on Form 10-KSB filed
with the Securities and Exchange Commission on March 30, 2004, which
exhibit is hereby incorporated herein by reference.
|
(4)
|
Previously
filed as an exhibit to the Company’s Registration Statement on Form SB-2/A
filed with the Securities and Exchange Commission on September 10,
2004,
which exhibit is hereby incorporated herein by reference.
|
(5)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 14, 2005, which
exhibit
is hereby incorporated herein by
reference.
|
(6)
|
Previously
filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB filed
with the Securities and Exchange Commission on May 16, 2005, which
exhibit
is hereby incorporated herein by
reference.
|
(7)
|
Previously
filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB filed
with the Securities and Exchange Commission on August 15, 2005, which
exhibit is hereby incorporated herein by
reference.
|
(8)
|
Previously
filed as an exhibit to the Company’s Quarterly Report on Form S-8 filed
with the Securities and Exchange Commission on August 31, 2005, which
exhibit is hereby incorporated herein by reference.
|
(9)
|
Previously
filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB/A
filed with the Securities and Exchange Commission on March 22, 2006,
which
exhibit is hereby incorporated herein by reference.
|
(10)
|
Previously
filed as an exhibit to the Company’s Form 10-KSB filed with the Securities
and Exchange Commission on March 31, 2006, which exhibit is hereby
incorporated herein by reference.
|
(11)
|
Previously
filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB filed
with the Securities and Exchange Commission on May 15, 2006, which
exhibit
is hereby incorporated herein by reference.
|
(12)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 4 2007, which exhibit
is
hereby incorporated by reference.
|
(13)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 3, 2007, which exhibit
is
hereby incorporated by reference.
|
(14)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 27, 2007, which exhibit
is
hereby incorporated by reference.
|
ARBIOS
SYSTEMS, INC.
|
||
|
|
|
Date: June 1, 2007 | By: | /s/ WALTER C. OGIER |
Walter C. Ogier |
||
President and Chief Executive Officer |
Signature
|
Title
|
Date
|
||
/s/
WALTER C. OGIER
|
Director,
President and Chief Executive Officer (principal executive
officer)
|
June
1, 2007
|
||
Walter
C. Ogier
|
||||
/s/
SCOTT L. HAYASHI
|
Chief
Financial Officer (principal financial officer and principal accounting
officer)
|
June
1, 2007
|
||
Scott
L. Hayashi
|
||||
/s/
JOHN M. VIERLING
|
Chairman
of the Board and Director
|
June
1, 2007
|
||
John
M. Vierling, MD
|
||||
/s/
JACK E. STOVER
|
Director
|
June
1, 2007
|
||
Jack
E. Stover
|
||||
/s/
THOMAS C. SEOH
|
Director
|
June
1, 2007
|
||
Thomas
C. Seoh
|
||||
/s/
THOMAS M. TULLY
|
Director
|
June
1, 2007
|
||
Thomas
M. Tully
|
||||
/s/
DENNIS KOGOD
|
Director
|
June
1, 2007
|
||
Dennis
Kogod
|
Exhibit
Number
|
Description | |
2.1
|
|
Agreement
and Plan of Reorganization, dated October 20, 2003, between the
Registrant, Arbios Technologies, Inc., HAUSA Acquisition, Inc., Cindy
Swank and Raymond Kuh (1)
|
|
|
|
3.1
|
|
Certificate
of Incorporation filed with the Secretary of State of the State of
Delaware on June 3, 2005 (10)
|
|
|
|
3.2
|
|
Certificate
of Correction filed with the Secretary of State of the State of Delaware
on July 6, 2005 (10)
|
|
|
|
3.3
|
|
Certificate
of Ownership and Merger filed with the Secretary of State of the
State of
Delaware on July 25, 2005 (10)
|
|
|
|
3.4
|
|
Certificate
of Ownership and Merger filed with the Secretary of State of the
State of
Delaware on July 26, 2005 (10)
|
|
|
|
3.5
|
|
Bylaws
(10)
|
|
|
|
4.1
|
|
Form
of Common Stock certificate (10)
|
|
|
|
4.2
|
|
Form
of Warrant for the Purchase of Shares of Common Stock issued by the
Registrant upon the assumption of the Arbios Technologies, Inc.
outstanding Warrant (3)
|
|
|
|
4.3
|
|
Common
Stock Purchase Warrant, dated April 1, 2004, issued to Wolfe Axelrod
Weinberger Associates LLC (4)
|
|
|
|
4.4
|
|
Form
of Warrant to Purchase Common Stock of Arbios Systems, Inc., dated
January
11, 2005, issued to investors and placement agent (5)
|
4.5
|
Form
of Warrant, dated as of March 2, 2006 (11)
|
|
4.6
|
|
Form
of Warrant Agreement, Immunocept, LLC license (12)
|
4.7
|
Form
of A Warrant, dated as of April 23, 2007 (14)
|
|
4.8
|
Form
of B Warrant, dated as of April 23, 2007 (14)
|
|
5.1
|
Opinion
of counsel as to legality of securities being
registered
|
|
|
|
|
10.1
|
|
Form
of 2001 Stock Option Plan (2)*
|
|
|
|
10.2
|
|
Facilities
Lease, entered into as of June 30, 2001, by and between Cedars-Sinai
Medical Center and Arbios Technologies, Inc.
(3)
|
10.3
|
|
Standard
Multi-Tenant Office Lease, dated as of August 16, 2005, by and between
Beverly Robertson Design Plaza and Arbios Systems, Inc.
(10)
|
10.4
|
|
Employee
Loan-Out Agreement, entered into effective as of July 1, 2001, by
and
between Cedars-Sinai Medical Center and Arbios Technologies, Inc.
(3)
|
|
|
|
10.5
|
|
Second
Amendment to Employee Loan-Out Agreement, entered into effective
as of May
7, 2003, by and between Cedars-Sinai Medical Center and Arbios
Technologies, Inc. (3)
|
|
|
|
10.6
|
|
License
Agreement, entered into as of June 2001, by and between Cedars-Sinai
Medical Center and Arbios Technologies, Inc. (3)
|
|
|
|
10.7
|
|
Spectrum
Labs License Agreement (3)
|
|
|
|
10.8
|
|
Third
Amendment to Employee Loan-Out Agreement, entered into effective
as of
June 21, 2004, by and between Cedars-Sinai Medical Center and Arbios
Systems, Inc. (4)
|
|
|
|
10.9
|
|
Asset
Purchase Agreement among Circe Biomedical, Inc., a Delaware corporation,
Arbios Technologies, Inc., and Arbios Systems, Inc., dated as of
April 7,
2004 (4)
|
|
|
|
10.10
|
|
Manufacturing
and Supply Agreement, dated as of December 26, 2001, between Spectrum
Laboratories, Inc. and Arbios Technologies, Inc. (4)
|
|
|
|
10.11
|
|
Research
Agreement, dated as of December 26, 2001, between Spectrum Laboratories,
Inc. and Arbios Technologies, Inc. (4)
|
|
|
|
10.12
|
|
First
Amendment to Research Agreement, dated as of October 14, 2002, between
Spectrum Laboratories, Inc. and Arbios Technologies, Inc.
(4)
|
|
|
|
10.13
|
|
Third
Amendment to Facilities Lease, entered into effective as of June
21, 2004,
by and between Cedars-Sinai Medical Center and Arbios Technologies,
Inc.
(4)
|
|
|
|
10.14
|
|
Form
of Purchase Agreement, dated as of January 11, 2005, by and among
Arbios
Systems, Inc. and the Investors named therein (5)
|
|
|
|
10.15
|
|
Form
of Registration Rights Agreement, dated as of January 11, 2005, by
and
among Arbios Systems, Inc. and the Investors named therein
(5)
|
|
|
|
10.16
|
|
Omnibus
Stockholders’ Agreement, dated as of October 24, 2003, by and among Arbios
Technologies, Inc., Historical Autographs U.S.A., Inc., Spectrum
Laboratories, Inc., Cedars-Sinai Medical Center, Achilles A. Demetriou,
M.D., Ph.D. and Kristin P. Demetriou, as Trustees of the A & K
Demetriou Family Trust created on November 13, 2000, and Jacek Rozga,
M.D., Ph.D. and Joanna Rozga (10)
|
|
|
|
10.17
|
|
Employment
Offer Letter, dated December 30, 2004, between Arbios Systems, Inc.
and
David Zeffren.* (10)
|
10.18
|
|
Employment
Offer Letter, dated March 25, 2005, between Arbios Systems, Inc.
and Shawn
Cain.* (10)
|
|
|
|
10.19
|
|
Employment
Offer Letter, dated March 29, 2005, between Arbios Systems, Inc.
and Scott
Hayashi.* (10)
|
10.20
|
|
Employment
Agreement, entered into between Arbios Systems, Inc. and Amy Factor,
effective as of March 31, 2005* (6)
|
|
|
|
10.21
|
|
Employment
Offer Letter, dated July 28, 2005, between Arbios Systems, Inc. and
Jacek
Rozga, M.D., Ph.D.* (7)
|
|
|
|
10.22
|
|
2005
Stock Incentive Plan* (8)
|
|
|
|
10.23
|
|
Form
of Stock Option Agreement for the 2005 Stock Incentive Plan*
(8)
|
|
|
|
10.24
|
|
Employment
Offer Letter, dated October 17, 2005, between Arbios Systems, Inc.
and
Walter C. Ogier* (9)
|
|
|
|
10.25
|
|
Consulting
Agreement, dated October 1, 2005, between Arbios Systems, Inc. and
Marvin
S. Hausman, M.D. (9)
|
|
|
|
10.26
|
|
Form
of Lease, dated April 1, 2005, between Arbios Technologies, Inc.
and
American Integrated Biologics, Inc. (7)
|
|
|
|
10.27
|
Purchase
Agreement, dated March 2, 2006, by and among Arbios Systems, Inc.
and the
Investors named therein (11)
|
|
10.28
|
Registration
Rights Agreement, dated March 2, 2006, by and among Arbios Systems,
Inc.
and the Investors named therein (11)
|
|
10.29
|
|
License
Agreement, dated March 29, 2007, between Arbios Systems, Inc. and
Immunocept, LLC (12)
|
10.30
|
Offer
Letter, dated as of April 27, 2007, between Arbios Systems, Inc.
and Dr.
Jacek Rozga* (13)
|
|
10.31
|
Purchase
Agreement, dated April 23, 2007, by and among Arbios Systems, Inc.
and the
Investors named therein (14)
|
|
10.32
|
Registration
Rights Agreement, dated April 23, 2007, by and among Arbios Systems,
Inc.
and the Investors named therein (14)
|
|
23.1
|
Consent
of Stonefield Josephson, Inc., independent registered public accounting
firm
|
|
23.2
|
Consent
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (reference
is made
to Exhibit 5.1)
|
24.1
|
Power
of Attorney (reference is made to the signature
page)
|
* |
Denotes
a management contract or compensatory plan or
arrangement.
|
(1)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 14, 2003, which
exhibit
is hereby incorporated herein by reference.
|
(2)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 10-SB filed
with the Securities and Exchange Commission on April 26, 2001, which
exhibit is hereby incorporated herein by
reference.
|
(3)
|
Previously
filed as an exhibit to the Company’s Annual Report on Form 10-KSB filed
with the Securities and Exchange Commission on March 30, 2004, which
exhibit is hereby incorporated herein by reference.
|
(4)
|
Previously
filed as an exhibit to the Company’s Registration Statement on Form SB-2/A
filed with the Securities and Exchange Commission on September 10,
2004,
which exhibit is hereby incorporated herein by reference.
|
(5)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 14, 2005, which
exhibit
is hereby incorporated herein by
reference.
|
(6)
|
Previously
filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB filed
with the Securities and Exchange Commission on May 16, 2005, which
exhibit
is hereby incorporated herein by
reference.
|
(7)
|
Previously
filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB filed
with the Securities and Exchange Commission on August 15, 2005, which
exhibit is hereby incorporated herein by
reference.
|
(8)
|
Previously
filed as an exhibit to the Company’s Quarterly Report on Form S-8 filed
with the Securities and Exchange Commission on August 31, 2005, which
exhibit is hereby incorporated herein by reference.
|
(9)
|
Previously
filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB/A
filed with the Securities and Exchange Commission on March 22, 2006,
which
exhibit is hereby incorporated herein by reference.
|
(10)
|
Previously
filed as an exhibit to the Company’s Form 10-KSB filed with the Securities
and Exchange Commission on March 31, 2006, which exhibit is hereby
incorporated herein by reference.
|
(11)
|
Previously
filed as an exhibit to the Company’s Quarterly Report on Form 10-QSB filed
with the Securities and Exchange Commission on May 15, 2006, which
exhibit
is hereby incorporated herein by reference.
|
(12)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 4 2007, which exhibit
is
hereby incorporated by reference.
|
(13)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 3, 2007, which exhibit
is
hereby incorporated by reference.
|
(14)
|
Previously
filed as an exhibit to the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 27, 2007, which exhibit
is
hereby incorporated by reference.
|