Delaware
|
8731
|
91-2003490
|
(State
or other Jurisdiction of Incorporation or Organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer Identification No.)
|
Page
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F-1
|
|
• |
statements
about our product development and commercialization goals and
expectations;
|
• |
potential
market opportunities;
|
• |
our
plans for and anticipated results of our clinical development
activities;
|
• |
the
potential advantage of our product
candidates;
|
•
|
statements
about our future capital requirements, the sufficiency of our capital
resources to meet those requirements and the expected composition
of our
capital resources; and
|
• |
other
statements that are not historical
facts.
|
Common
stock offered by selling stockholders
(including
shares underlying warrants)
|
8,737,128
shares.
|
Common
stock to be outstanding after the offering
|
26,208,069
shares (1).
|
Use
of proceeds
|
We
will not receive proceeds from the resale of shares by the selling
stockholders. If all warrants held by the selling stockholders are
exercised, our proceeds from the exercise of those warrants would
be
approximately $9.19 million.
|
Over-the-Counter
Bulletin Board symbol
|
PRTX.OB
|
(1) |
Based
on 22,038,353 shares of common stock outstanding as of February 10,
2006
and 5,045,574 shares issuable upon exercise of warrants relating
to the
financing transactions in September 2001, September 2003, May 2005
and
December 2005 but excludes: (i) up to 3,921,805 shares of common
stock
issuable upon exercise of employee, director and consultant stock
options.
|
· |
the
progress of pre-clinical development and laboratory testing and clinical
trials;
|
· |
time
and costs involved in obtaining regulatory approvals;
|
· |
the
number of products we pursue;
|
· |
costs
in filing and prosecuting patent applications and enforcing or defending
patent claims; and
|
· |
the
establishment of selected strategic alliances and activities required
for
product commercialization.
|
· |
Contract
manufacturers are obliged to operate in accordance with FDA-mandated
current good manufacturing practices, or cGMPs. Their failure to
establish
and follow cGMPs and to document their adherence to such practices
may
lead to significant delays in the availability of material for clinical
study and may delay or prevent filing or approval of marketing
applications for our products. Additionally, failure to achieve and
maintain high manufacturing standards, including the incidence of
manufacturing errors, could result in patient injury or death, product
recalls or withdrawals, delays or failures in product testing or
delivery,
cost overruns or other problems that could seriously hurt our business.
|
· |
It
may be difficult or impossible for us to find replacement manufacturers
quickly on acceptable terms, or at all. For example, we have initially
relied on a single contract manufacturer, Eurogentec S.A., to produce
PRTX-100. Changing this manufacturer, or changing the manufacturer
for any
other products we develop, may be difficult. The number of potential
manufacturers is limited, and changing manufacturers may require
confirmation of the analytical methods of the manufacturing processes
and
procedures in accordance with FDA-mandated cGMPs. Such confirmation
of the
analytical methods may be costly and
time-consuming.
|
· |
Our
contract manufacturers may not perform as agreed or may not remain
in the
contract manufacturing business for the time required to produce,
store
and distribute our products successfully.
|
· |
announcements
of the introduction of new products by us or our competitors;
|
· |
market
conditions in the pharmaceutical and biotechnology sectors;
|
· |
rumors
relating to us or our competitors;
|
· |
litigation
or public concern about the safety of our potential products;
|
· |
our
quarterly operating results;
|
· |
deviations
in our operating results from the estimates of securities analysts;
and
|
· |
FDA
or international regulatory actions.
|
|
High
|
Low
|
|||||
Fiscal
Year Ended May 31, 2004
|
|
||||||
First
Quarter
|
$
|
3.30
|
$
|
1.50
|
|||
Second
Quarter
|
5.70
|
2.40
|
|||||
Third
Quarter
|
2.80
|
2.25
|
|||||
Fourth
Quarter
|
2.55
|
1.45
|
|||||
|
|||||||
Fiscal
Year Ended May 31, 2005
|
|||||||
First
Quarter
|
$
|
2.95
|
$
|
2.15
|
|||
Second
Quarter
|
2.95
|
2.25
|
|||||
Third
Quarter
|
2.95
|
1.95
|
|||||
Fourth
Quarter
|
2.95
|
1.95
|
|||||
Fiscal
Year Ended May 31, 2006
|
|||||||
First
Quarter
|
$
|
2.95
|
$
|
2.00
|
|||
Second Quarter |
3.10
|
2.20
|
· |
Analgesic/anti-inflammatory
preparations, ranging from simple aspirin to the recently introduced
COX-2
inhibitors;
|
· |
Immunosuppressive/antineoplastic
drugs, including azathioprine and methotrexate;
|
· |
TNF
(Tumor Necrosis Factor) inhibitors, also known as anti-TNF therapy,
currently represented by etanercept (Enbrel™), infliximab (Remicade™), and
adalimumab (Humira™);
|
· |
Soluble
Interleukin-l (IL-I) Receptor Therapy, Anakinra (Kineret™). Anakinra™, a
human recombinant IL-l receptor antagonist (hu rIL-lra) is approved
by the
FDA for the treatment of RA; and
|
· |
“Immunoadsorption
Therapy,” also known as Prosorba®, now in limited use in Europe and the
United States, entailing weekly sessions during which a patient’s blood is
separated and passed through a molecular filter. The use of such
extreme
treatment modalities emphasizes the unmet need for a new treatment
for
patients who cannot respond to existing therapies.
|
· |
Employee
Agreements-Officers.
To attract and retain qualified management personnel, the Company
has
entered into employment agreements with three executive officers:
Steven
H. Kane, President and Chief Executive Officer, Victor S. Sloan,
MD,
Senior Vice President and Chief Medical Officer, and Marc L. Rose,
Vice
President of Finance, Chief Financial Officer, Treasurer and Corporate
Secretary.
|
· |
Directors
Agreements.
To attract and retain qualified candidates to serve on the Board
of
Directors, the Company has entered into agreements with G. Kirk Raab,
Chairman of the Board, Carleton A. Holstrom, Chairman of the Audit
Committee, Eugene A. Bauer, MD and Peter G. Tombros, under which
Messrs.
Raab, Holstrom, Dr. Bauer and Mr. Tombros receive aggregate annual
cash
payments aggregating $150,000, $20,000, $20,000 and $20,000, respectively,
as directors’ fees.
|
· |
Operating
Lease - Office Space.
The Company has entered into a three year operating lease in New
Hope, PA
for 3,795 square feet of office and laboratory space. The lease commenced
on January 9, 2004 and was originally to expire on February 28, 2007.
On
November 18, 2005, the company modified the existing lease which
added an
additional 2,147 square feet and extended the lease term to January
31,
2008.
|
· |
Operating
Lease - Copier.
The Company has entered into a sixty-three month operating lease
with
Ricoh Customer Finance Corporation for a multi-function copier. The
lease
commenced on December 16, 2004 and will expire on March 16, 2010.
|
· |
Capital
Lease - Lab Equipment. The
Company has entered into a thirty-six month capital lease with Waters
Corporation for an HPLC protein separator. The lease commenced on
April
13, 2003 and will expire May 1,
2006.
|
Payments
due by period
|
|||||
Contractual
Obligations
|
Total
|
Less
than 1 year
|
1-3
years
|
3-5
years
|
More
than 5 years
|
Employment
Agreements-Officers
|
1,001,320
|
1,001,320
|
0
|
0
|
0
|
Directors
Agreements
|
210,000
|
210,000
|
0
|
0
|
0
|
Operating
Lease - Office Space
|
349,051
|
9,076
|
339,975
|
0
|
0
|
Operating
Lease - Copier
|
12,946
|
249
|
8,963
|
3,735
|
0
|
Capital
Lease - Lab Equipment
|
9,425
|
9,425
|
0
|
0
|
0
|
Total
|
1,582,743
|
1,230,070
|
348,938
|
3,735
|
0
|
Name
|
Age
|
Position
and Offices Held with the Company
|
||
G.
Kirk Raab(1)(2)
|
70
|
Chairman
of the Board
|
||
Steven
H. Kane(1)
|
53
|
President,
Chief Executive Officer and Director
|
||
Victor
S. Sloan M.D.
|
46
|
Senior
Vice President and Chief Medical Officer
|
||
Marc
L. Rose, CPA
|
40
|
Vice
President of Finance, Chief Financial Officer, Treasurer and Corporate
Secretary
|
||
Dinesh
Patel, Ph.D.(3)
|
55
|
Director
|
||
Frank
M. Dougherty(1)(2)
|
57
|
Director
|
||
Carleton
A. Holstrom(3)
|
70
|
Director
|
||
Thomas
P. Stagnaro(3)
|
62
|
Director
|
||
Eugene
A. Bauer, M.D.(2)
|
64
|
Director
|
||
Peter
G. Tombros
|
62
|
Director
|
||
(1) |
Member
of the Nominating Committee.
|
(2) |
Member
of Compensation Committee.
|
(3) |
Member
of the Audit Committee.
|
Annual
Compensation
|
||||||||||||||||
Other
|
Restricted
|
|||||||||||||||
Annual
|
Stock
|
|||||||||||||||
Name
& Principal Position
|
Year
|
Salary
$
|
Bonus
$
|
Compensation
|
Awards
$
|
|||||||||||
Steven
H. Kane, President,
|
2005
|
$
|
281,350
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||
Chief Executive Officer, and Director |
2004
|
$
|
179,165
|
$
|
176,576
|
$
|
0
|
$
|
20,835(2
|
)
|
||||||
2003(1)
|
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
104,107(2
|
)
|
||||||
Hector W. Alila, DVM, Ph.D, |
2005
|
$
|
180,417
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||
Senior Vice President, Drug Development |
2004
(3)
|
$
|
42,500
|
$
|
0
|
$
|
0
|
$
|
107,500
|
|||||||
Marc
L. Rose.
|
2005
|
$
|
89,818
|
$
|
0
|
$
|
0
|
$
|
38,250
|
|||||||
Vice
President and Chief Financial Officer, Treasurer and Corporate
Secretary
|
2004
(4)
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
|||||||
(1) |
Mr. Kane
was hired as the Company’s President effective as of December 16,
2002. Prior to that date, he was not employed, in any capacity, by
the
Company.
|
(2) |
Mr. Kane
received 41,668 shares of restricted stock from December 16, 2002
through
May 31, 2003. The value of this restricted stock received by
Mr. Kane was computed using the closing price of Protalex’s common
stock on May 31, 2003, which was $2.25. Mr. Kane received 8,334
shares of restricted stock on June 15, 2003. The value of this stock
was also computed using the closing price of Protalex’s common stock on
May 31, 2003.
|
(3) |
Dr.
Alila was hired as the Company’s Senior Vice President, Drug Development
effective as of March 1, 2004. Prior to that date, he was not employed,
in
any capacity, by the Company. Effective January 31, 2006, the employment
of Dr. Alila ceased.
|
(4) |
Mr. Rose
was hired as the Company’s Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary effective as of November 15, 2004.
Prior
to that date, he was not employed, in any capacity, by the
Company.
|
Number
of Securities
Underlying
Options/SARs
Granted
(#)
|
Percent
of Total
Options/SARs
Granted
to
Employees
in Fiscal
Year
(%)
|
Exercise
or Base
Price
($/Share)
|
Market
Price on
Date
of Grant
|
||||||||||
Steven
H. Kane
|
175,000
|
23
|
%
|
$
|
2.55
|
$
|
2.55
|
||||||
Victor
S. Sloan
|
0
|
0
|
%
|
-
|
-
|
||||||||
Hector
W. Alila
|
50,000
|
7
|
%
|
$
|
2.55
|
$
|
2.55
|
||||||
Marc
L. Rose
|
100,000
|
13
|
%
|
$
|
2.55
|
$
|
2.55
|
Number
of Securities Underlying
Unexercised
Options at Year End
|
Value
of Unexercised In The Money
Options
at Year End
|
||||||||||||
Name
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||
Steven
H. Kane
|
682,163
|
531,079
|
$
|
284,832
|
$
|
196,789
|
|||||||
Victor
S. Sloan
|
0
|
0
|
$
|
0
|
$
|
0
|
|||||||
Hector
W. Alila
|
47,915
|
152,085
|
$
|
0
|
$
|
0
|
|||||||
Marc
L. Rose
|
12,500
|
87,500
|
$
|
0
|
$
|
0
|
Shares
Beneficially Owned
|
|||||||
Name
and Title
|
Number
|
Percent
|
|||||
G.
Kirk Raab, Chairman of the Board and Director
|
492,798(1
|
)
|
2.2
|
%
|
|||
Steven
H. Kane, President and Director
|
1,218,538(2
|
)
|
5.5
|
%
|
|||
Victor
S. Sloan, M.D., Senior Vice President and Chief Medical
Officer
|
104,636(3
|
)
|
*
|
||||
Hector
W. Alila D.V.M, Ph.D, former Senior Vice President, Drug
Development
|
140,625(4
|
)
|
*
|
||||
Marc
L. Rose, CPA, Vice President, Chief Financial Officer, Treasurer
and
Corporate Secretary
|
50,670(5
|
)
|
*
|
||||
Peter
G. Tombros, Director
|
125,000(6
|
)
|
*
|
||||
John
E. Doherty, Former Director
|
3,101,549(7
|
)
|
14.1
|
%
|
|||
Frank
M. Dougherty, Director
|
445,581(8
|
)
|
2.0
|
%
|
|||
Eugene
A. Bauer, M.D., Director
|
125,000(9
|
)
|
*
|
||||
Thomas
Stagnaro, Director
|
277,500(10
|
)
|
1.3
|
%
|
|||
vSpring
SBIC, L.P.
Attn:
Dinesh Patel
2795
E. Cottonwood Pkwy, Suite 360
Salt
Lake City, UT 84121
|
13,045,373(11
|
)
|
59.2
|
%
|
|||
Integral
Capital Partners VI, L.P.
Attn:
Pamela K. Hagenah
3000
Sand Hill Road Big 3, Suite 240
Menlo
Park, CA 94025
|
1,687,500(12
|
)
|
7.7
|
%
|
|||
SF
Capital Partners Ltd.
Attn:
Daniel McNally
3600
South Lake Drive
St.
Francis, WI 53235
|
1,588,235(13
|
)
|
7.2
|
%
|
|||
All
officers and directors as a group (11 persons)
|
13,665,634(14
|
)
|
62.0
|
%
|
|||
* |
Indicates
less than 1%.
|
(1) |
Includes
options to purchase 492,798 shares of Protalex common stock exercisable
within 60 days of February 10,
2006.
|
(2) |
Includes
options to purchase 1,135,117 shares of Protalex common stock and
warrants
to purchase 7,778 shares of Protalex common stock exercisable within
60
days of February 10, 2006.
|
(3) |
Includes
options to purchase 64,636, shares of Protalex common stock exercisable
within 60 days of February 10,
2006.
|
(4) |
Includes
options to purchase 90,625 shares of Protalex common stock exercisable
within 60 days of February 10,
2006.
|
(5) |
Includes
options to purchase 35,670 shares of Protalex common stock exercisable
within 60 days of February 10,
2006.
|
(6) |
Includes
options to purchase 100,000 shares of Protalex common stock and warrants
to purchase 5,000 shares of Protalex common stock exercisable within
60
days of February 10, 2006.
|
(7) |
Includes
options to purchase 10,000 shares of Protalex common stock and warrants
to
purchase 27,778 shares of Protalex common stock exercisable within
60 days
of February 10, 2006.
|
(8) |
Includes
options to purchase 90,000 shares of Protalex common stock and warrants
to
purchase 2,778 shares of Protalex common stock exercisable within
60 days
of February 10, 2006
|
(9) |
Includes
options to purchase 125,000 shares of Protalex common stock exercisable
within 60 days of February 10,
2006.
|
(10) |
Includes
options to purchase 277,500 shares of Protalex common stock exercisable
within 60 days of February 10,
2006.
|
(11) |
Includes
warrants to purchase 1,047,255 shares of Protalex common stock exercisable
within 60 days of February 10, 2006, and 8,862,371 shares of Protalex
common stock (including options and warrants to purchase 2,928,684
shares
of Protalex common stock exercisable within 60 days of February 10,
2006)
held by Steven H. Kane, John E. Doherty, Frank M. Dougherty, G. Kirk
Raab,
Thomas P. Stagnaro, Marc L. Rose, Integral Capital Partners VI, L.P.
and
SF Capital Partners Ltd. for which vSpring SBIC, L.P. shares voting
power
as described in the following sentence. vSpring SBIC, L.P. has entered
into a Shareholder Agreement dated September 18, 2003, as amended
on May
25, 2005, with Steven H. Kane, John E. Doherty, Frank M. Dougherty,
G.
Kirk Raab, Thomas P. Stagnaro, Marc L. Rose, Integral Capital Partners
VI,
L.P. and SF Capital Partners Ltd., pursuant to which each such party
executed proxies appointing vSpring SPEC, L.P. as their proxy to
vote all
of such party's respective shares (i) to fix and maintain the number
of
directors at seven unless a greater or lesser number is approved
by
vSpring and the Company and (ii) to cause and maintain the election
of a
candidate designated by vSpring SBIC, L.P. on the Protalex board
of
directors. The proxy may not be exercised on any other matter, and
each
party may vote their shares on all other matters.
|
(12) |
Includes
warrants to purchase 437,500 shares of Protalex common stock exercisable
within 60 days of February 10, 2006. Integral Capital Management
VI, LLC,
a Delaware limited liability company (“ICM6”) is the general partner of
Integral Capital Partners VI, L.P., a Delaware limited partnership
(“ICP6”). Management of the business affairs of ICM6, including decisions
respecting disposition and/or voting of Protalex common stock, resides
in
a majority of the managers of ICM6, such that no single manager of
ICM6
has voting and/or dispositive power of the Protalex common stock
held by
ICP6. The managing members of ICM6 are Roger B. McNamee, John A.
Powell,
Pamela K. Hagenah, Charles A. Morris, Brian T. Stansky and Glen T.
Kacher.
In furnishing information relating to the beneficial ownership of
ICP6’s
shares, Protalex is relying solely on information provided by ICM6
and
ICP6 in the Schedule 13D filed by such parties with the SEC on September
26, 2003.
|
(13) |
Includes
warrants to purchase 411,765 shares of Protalex common stock exercisable
within 60 days of February 10, 2006. held directly by SF Capital
Partners,
Ltd., a British Virgin Islands company (“SF Capital”). Michael A. Roth and
Brian J. Stark are the founding members and direct the management
of Staro
Asset Management, L.L.C., a Wisconsin limited liability company (“Staro”)
which acts as investment manager and has sole power to direct the
management of SF Capital. Through Staro, Messrs. Roth and Stark possess
sole voting and dispositive power over all of the foregoing shares.
In
furnishing information relating to the beneficial ownership of SF
Capital’s shares, Protalex is relying solely on information provided by
Messrs. Roth and Stark. in the Schedule 13G filed by such parties
with the
SEC on November 6, 2003.
|
(14) |
Includes
options to purchase 505,261 shares of Protalex common stock and warrants
to purchase 1,052,255 shares of Protalex common stock exercisable
within
60 days of February 10, 2006.
|
· |
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits the purchaser;
|
· |
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;
|
· |
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.
|
|
•
|
Joseph
R. Hardiman is a director and shareholder of Brown Advisory & Trust
Co., which is an affiliate of Brown Advisory Securities, a member of
the NASD.
|
•
|
Two
members of Robert A. Mackie’s immediate family work for members of the
NASD.
|
•
|
The
managing member of Catalysis Partners, LLC is a registered representative
of Strome Securities LP, a member of the
NASD.
|
•
|
Terral
Jordan employer’s wholly-owned subsidiary is a member of the
NASD.
|
|
•
|
Jon
M. Plexico is an employee of Merriman Curhan Ford & Co. (“MCF”), which
is an NASD member. As well, MCF is a publicly traded entity of which
he
owns shares and MCF is Mr. Plexico’s broker for conducting
transactions.
|
|
•
|
William
M. Hitchcock is a registered representative of Pembroke Financial
Partners
LLC, which is a NASD member firm.
|
•
|
Edward
B. Keaney is a Managing Director of MCF, which is an NASD member
firm.
|
|
•
|
The
Havens family also owns stock in A.G. Edwards and Morgan Stanley,
who are
members of the NASD.
|
|
•
|
SF
Capital Partners Ltd. is affiliated with two NASD broker-dealers;
Reliant
Trading and Shepherd Trading
Limited.
|
|
•
|
Some
of the limited partners of Integral Capital Partners VI, L.P. are
associated with Morgan Stanley, however, such people own less than
10%
collectively of the limited partnership
interests.
|
|
•
|
Mark
E. Strome, who holds the shares as Strome Alpha Fund, LP, is the
CEO and
President of Strome Securities LP, a NASD member
firm.
|
|
•
|
Kenneth
R. Werner, who holds the shares as Kenneth R. Werner Revocable Trust
Dtd
7/20/96, is employed by MCF, which is an NASD member. Mr. Werner
is a
registered representative of MCF, which is a public
company.
|
NO.
OF SHARES OFFERED (INCLUDES STOCK UNDERLYING
|
SHARES
OWNED
PRIOR
TO THE OFFERING
|
SHARES
OWNED
AFTER
THE OFFERING
|
||||||||||||||
WARRANTS)
|
NUMBER
|
PERCENTAGE
|
NUMBER
|
PERCENTAGE
|
||||||||||||
vSpring
Capital. L.P
|
4,183,002(1
|
)
|
4,183,002
|
19.0
|
%
|
0
|
*
|
|||||||||
Christoph
Henkel
|
688,965(2
|
)
|
943,794
|
4.3
|
%
|
254,829
|
1.2
|
%
|
||||||||
Merriman
Curhan Ford & Co.
|
558,423(3
|
)
|
558,423
|
2.5
|
%
|
0
|
*
|
|||||||||
Integral
Capital Partners VI, L.P.
|
437,500(4
|
)
|
437,500
|
2.0
|
%
|
0
|
*
|
|||||||||
Kinloch
Rice Fields, LLC
|
437,129(5
|
)
|
741,247
|
3.4
|
%
|
304,118
|
1.4
|
%
|
||||||||
SF
Capital Partners Ltd.
|
411,765(6
|
)
|
411,765
|
1.9
|
%
|
0
|
*
|
|||||||||
Sandra
Pessin
|
195,500(7
|
)
|
362,166
|
1.6
|
%
|
166,666
|
*
|
|||||||||
The
Linclon Fund, L.P.
|
111,894(8
|
)
|
384,809
|
1.7
|
%
|
272,915
|
1.2
|
%
|
||||||||
Eric
N. Fellner
|
101,838(9
|
)
|
201,838
|
*
|
100,000
|
*
|
||||||||||
Pacific
Growth Equites
|
100,000(10
|
)
|
100,000
|
*
|
0
|
*
|
||||||||||
Mark
E. Strome Living Trust
|
70,000(11
|
)
|
410,000
|
1.9
|
%
|
340,000
|
1.5
|
%
|
||||||||
William
Hitchcock
|
68,419(12
|
)
|
325,850
|
1.5
|
%
|
257,431
|
1.2
|
%
|
||||||||
Douglas
Heller
|
66,838(13
|
)
|
66,838
|
*
|
0
|
*
|
||||||||||
Josephine
K. Doherty
|
66,838(14
|
)
|
66,838
|
*
|
0
|
*
|
||||||||||
David
MacMillian
|
66,360(15
|
)
|
160,478
|
*
|
94,118
|
*
|
||||||||||
Cape
May Limited Partnership
|
65,167(16
|
)
|
65,167
|
*
|
0
|
*
|
||||||||||
George
K. Hickox, Jr.
|
65,167(17
|
)
|
65,167
|
*
|
0
|
*
|
||||||||||
MedCap
Partners, L.P.
|
52,500(18
|
)
|
52,500
|
*
|
0
|
*
|
||||||||||
James
R. Walker
|
50,919(19
|
)
|
200,919
|
*
|
150,000
|
*
|
||||||||||
Matthew
& Angela Hall Family Trust
|
41,176(20
|
)
|
41,176
|
*
|
0
|
*
|
||||||||||
Henry
W. Harris
|
35,000(21
|
)
|
35,000
|
*
|
0
|
*
|
||||||||||
James
Hanosh
|
33,419(22
|
)
|
897,369
|
4.1
|
%
|
863,950
|
3.9
|
%
|
||||||||
Maud
Thilghman Walker
|
33,419(23
|
)
|
110,086
|
*
|
76,667
|
*
|
||||||||||
Oakwood
Holdings
|
33,419(24
|
)
|
33,419
|
*
|
0
|
*
|
||||||||||
Scott
Holmes
|
33,419(25
|
)
|
33,419
|
*
|
0
|
*
|
||||||||||
Steven
and Mary Kane
|
33,419(26
|
)
|
83,421
|
*
|
50,002
|
*
|
||||||||||
Jane
Smith Turner Trust
|
33,333(27
|
)
|
33,333
|
*
|
0
|
*
|
||||||||||
Prism
Capital 5, L.P.
|
30,882(28
|
)
|
30,882
|
*
|
0
|
*
|
||||||||||
Terrll
Jordan
|
26,792(29
|
)
|
137,210
|
*
|
110,418
|
*
|
||||||||||
Craig
Lunsman
|
26,067(30
|
)
|
26,067
|
*
|
0
|
*
|
||||||||||
Louise
A. Havens (Louise Havens Trust)
|
23,553(31
|
)
|
99,553
|
*
|
76,000
|
*
|
||||||||||
Robert
Havens (Peter H. Havens Trust FBO Robert Havens
|
23,392(32
|
)
|
43,392
|
*
|
20,000
|
*
|
||||||||||
Victoria
Havens (Mary L. Smith Trust FBO Victoria L. Havens
|
23,392(33
|
)
|
40,053
|
*
|
16,661
|
*
|
||||||||||
Philip
P. Sharples 1994 Family Trust U/A DTD 5/16/94
|
21,000(34
|
)
|
21,000
|
*
|
0
|
*
|
||||||||||
Philip
T. Sharples Trust U/A DTD 11/13/52
|
21,000(35
|
)
|
21,000
|
*
|
0
|
*
|
||||||||||
Alexander
M. Laughlin
|
20,588(36
|
)
|
20,588
|
*
|
0
|
*
|
||||||||||
Edgewood
Management Company Profit Sharing Plan
|
20,588(37
|
)
|
20,588
|
*
|
0
|
*
|
||||||||||
Frank
A. Bonsal, Jr.
|
20,588(38
|
)
|
20,588
|
*
|
0
|
*
|
||||||||||
Richard
L. Breaux
|
20,588(39
|
)
|
20,588
|
*
|
0
|
*
|
||||||||||
The
Lincoln Fund Tax Advantaged, L.P.
|
20,588(40
|
)
|
20,588
|
*
|
0
|
*
|
||||||||||
William
P. Getty
|
20,588(41
|
)
|
20,588
|
*
|
0
|
*
|
||||||||||
Joseph
R. Hardiman
|
17,500(42
|
)
|
17,500
|
*
|
0
|
*
|
||||||||||
Brenton
M. Wickam
|
15,441(43
|
)
|
15,441
|
*
|
0
|
*
|
||||||||||
Terry
J. Hennigan
|
15,441(44
|
)
|
15,441
|
*
|
0
|
*
|
||||||||||
Sona
Rajni Banker
|
13,375(45
|
)
|
13,375
|
*
|
0
|
*
|
||||||||||
Bayard
Walker, Jr.
|
10,500(46
|
)
|
10,500
|
*
|
0
|
*
|
||||||||||
Brock
Ganeles
|
10,500(47
|
)
|
10,500
|
*
|
0
|
*
|
||||||||||
Hanne
S. Castle
|
10,500(48
|
)
|
10,500
|
*
|
0
|
*
|
||||||||||
Holly
E. Zug Trust Dtd. 8/5/97
|
10,500(49
|
)
|
10,500
|
*
|
0
|
*
|
||||||||||
Joanna
K. Corrigan Irrevocable Trust
|
10,500(50
|
)
|
10,500
|
*
|
0
|
*
|
||||||||||
John
Burd Defined Benefit Plan
|
10,500(51
|
)
|
10,500
|
*
|
0
|
*
|
||||||||||
Mark
P. Mason
|
10,500(52
|
)
|
10,500
|
*
|
0
|
*
|
||||||||||
Robert
Anthony Mackie
|
10,500(53
|
)
|
10,500
|
*
|
0
|
*
|
||||||||||
Alan
R. Sheriff
|
10,294(54
|
)
|
10,294
|
*
|
0
|
*
|
||||||||||
Catalysis
Partners, LLC
|
10,294(55
|
)
|
10,294
|
*
|
0
|
*
|
||||||||||
Dixon
R. Doll Sr. & Carol Doll Trust
|
10,294(56
|
)
|
10,294
|
*
|
0
|
*
|
||||||||||
Doll
Family Partnership
|
10,294(57
|
)
|
10,294
|
*
|
0
|
*
|
||||||||||
Jon
M. Plexico
|
10,294(58
|
)
|
10,294
|
*
|
0
|
*
|
||||||||||
Jonathan
D. Calloghan
|
10,294(59
|
)
|
10,294
|
*
|
0
|
*
|
||||||||||
Lawrence
J. Chazen Revocable Trust dtd 1/31/90
|
10,294(60
|
)
|
10,294
|
*
|
0
|
*
|
||||||||||
Matthew
Crisp
|
10,294(61
|
)
|
10,294
|
*
|
0
|
*
|
||||||||||
Victor
E. Parker, Jr.
|
10,294(62
|
)
|
10,294
|
*
|
0
|
*
|
||||||||||
Dennis
Tran & Rosalie Duong
|
9,800(63
|
)
|
9,800
|
*
|
0
|
*
|
||||||||||
Peter
Lawson-Johnston
|
8,750(64
|
)
|
8,750
|
*
|
0
|
*
|
||||||||||
Jack
Benoff
|
8,021(65
|
)
|
8,021
|
*
|
0
|
*
|
||||||||||
Jonathan
Merriman
|
6,176(66
|
)
|
6,176
|
*
|
0
|
*
|
||||||||||
Kenneth
R. Werner Revocable Trust Dtd 7/20/96
|
6,176(67
|
)
|
6,176
|
*
|
0
|
*
|
||||||||||
Anne
S. Ritchie Holum
|
5,950(68
|
)
|
5,950
|
*
|
0
|
*
|
||||||||||
Dorothy
N. Ritchie-Valhouli
|
5,950(69
|
)
|
5,950
|
*
|
0
|
*
|
||||||||||
J.
Michael Ritchie
|
5,950(70
|
)
|
5,950
|
*
|
0
|
*
|
||||||||||
Charles
J. Kaspar III
|
5,775(71
|
)
|
5,775
|
*
|
0
|
*
|
||||||||||
Gregory
H. Williams
|
5,147(72
|
)
|
5,147
|
*
|
0
|
*
|
||||||||||
Kevin
J. Raidy
|
5,147(73
|
)
|
5,147
|
*
|
0
|
*
|
||||||||||
Robert
E. Ford
|
5,147(74
|
)
|
5,147
|
*
|
0
|
*
|
||||||||||
Edward
B. Keaney
|
4,118(75
|
)
|
4,118
|
*
|
0
|
*
|
||||||||||
Craig
E. Sultan
|
3,500(76
|
)
|
3,500
|
*
|
0
|
*
|
||||||||||
Dixon
R. Doll Jr. & Sarah Doll
|
3,500(77
|
)
|
3,500
|
*
|
0
|
*
|
||||||||||
Hans
Hartvickson
|
3,500(78
|
)
|
3,500
|
*
|
0
|
*
|
||||||||||
John
Sutcliffe
|
3,500(79
|
)
|
3,500
|
*
|
0
|
*
|
||||||||||
Steven
R. Sarracino
|
3,500(80
|
)
|
3,500
|
*
|
0
|
*
|
||||||||||
Patrick
J. McQuaid
|
2,625(81
|
)
|
2,625
|
*
|
0
|
*
|
||||||||||
John
Hiestand
|
2,059(82
|
)
|
2,059
|
*
|
0
|
*
|
||||||||||
* |
Indicates
less than 1%.
|
(1) |
Includes
stock underlying a warrant to purchase 1,047,255 shares of common
stock at
an exercise price of $2.25 per
share.
|
(2) |
Includes
stock underlying a warrant to purchase 176,144 shares of common stock
at
an exercise price of $2.25 per
share.
|
(3) |
Includes
stock underlying a warrant to purchase 558,423 shares of common stock
at
an exercise price of $2.25 per share. Merriman Curhan Ford and Co
acted as
placement agents for the September 2003
financing.
|
(4) |
Includes
stock underlying a warrant to purchase 437,500 shares of common stock
at
an exercise price of $2.25 per
share.
|
(5) |
Includes
stock underlying a warrant to purchase 180,719 shares of common stock
at
an exercise price of $2.25 per
share.
|
(6) |
Includes
stock underlying a warrant to purchase 411,765 shares of common stock
at
an exercise price of $2.25 per
share.
|
(7) |
Includes
stock underlying a warrant to purchase 45,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(8) |
Includes
stock underlying a warrant to purchase 73,432 shares of common stock
at an
exercise price of $2.25 per share.
|
(9) |
Includes
stock underlying a warrant to purchase 50,556 shares of common stock
at an
exercise price of $2.25 per share.
|
(10) |
Includes
stock underlying a warrant to purchase 100,000 shares of common stock
at
an exercise price of $2.25 per share. Pacific Growth Equities acted
in a
consulting role in connection with the May 2005 financing
transaction.
|
(11) |
Includes
stock underlying a warrant to purchase 70,000 shares of common stock
at an
exercise price of $2.25 per share.
|
(12) |
Includes
stock underlying a warrant to purchase 42,778 shares of common stock
at an
exercise price of $2.25 per share. Mr. Hitchcock previously served
as the
Company’s Chairman of the Board from October 2001 to October
2003.
|
(13) |
Includes
stock underlying a warrant to purchase 15,556 shares of common stock
at an
exercise price of $2.25 per share.
|
(14) |
Includes
stock underlying a warrant to purchase 15,556 shares of common stock
at an
exercise price of $2.25 per share.
|
(15) |
Includes
stock underlying a warrant to purchase 40,719 shares of common stock
at an
exercise price of $2.25 per share.
|
(16) |
Includes
stock underlying a warrant to purchase 15,167 shares of common stock
at an
exercise price of $2.25 per share.
|
(17) |
Includes
stock underlying a warrant to purchase 15,167 shares of common stock
at an
exercise price of $2.25 per share.
|
(18) |
Includes
stock underlying a warrant to purchase 52,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(19) |
Includes
stock underlying a warrant to purchase 25,278 shares of common stock
at an
exercise price of $2.25 per share.
|
(20) |
Includes
stock underlying a warrant to purchase 41,176 shares of common stock
at an
exercise price of $2.25 per share.
|
(21) |
Includes
stock underlying a warrant to purchase 35,000 shares of common stock
at an
exercise price of $2.25 per share.
|
(22) |
Includes
stock underlying a warrant to purchase 7,778 shares of common stock
at an
exercise price of $2.25 per share.
|
(23) |
Includes
stock underlying a warrant to purchase 7,778 shares of common stock
at an
exercise price of $2.25 per share.
|
(24) |
Includes
stock underlying a warrant to purchase 7,778 shares of common stock
at an
exercise price of $2.25 per share.
|
(25) |
Includes
stock underlying a warrant to purchase 7,778 shares of common stock
at an
exercise price of $2.25 per share.
|
(26) |
Includes
stock underlying a warrant to purchase 7,778 shares of common stock
at an
exercise price of $2.25 per share.
|
(27) |
Includes
stock underlying a warrant to purchase 33,333 shares of common stock
at an
exercise price of $2.25 per share. Jane Smith Turner Trust was compensated
for a finders’ fee in connection with the May 2005 financing
transaction.
|
(28) |
Includes
stock underlying a warrant to purchase 30,882 shares of common stock
at an
exercise price of $2.25 per share.
|
(29) |
Includes
stock underlying a warrant to purchase 14,292 shares of common stock
at an
exercise price of $2.25 per share.
|
(30) |
Includes
stock underlying a warrant to purchase 6,067 shares of common stock
at an
exercise price of $2.25 per share.
|
(31) |
Includes
stock underlying a warrant to purchase 8,167 shares of common stock
at an
exercise price of $2.25 per share.
|
(32) |
Includes
stock underlying a warrant to purchase 5,444 shares of common stock
at an
exercise price of $2.25 per share.
|
(33) |
Includes
stock underlying a warrant to purchase 5,444 shares of common stock
at an
exercise price of $2.25 per share.
|
(34) |
Includes
stock underlying a warrant to purchase 21,000 shares of common stock
at an
exercise price of $2.25 per share.
|
(35) |
Includes
stock underlying a warrant to purchase 21,000 shares of common stock
at an
exercise price of $2.25 per share.
|
(36) |
Includes
stock underlying a warrant to purchase 20,588 shares of common stock
at an
exercise price of $2.25 per share.
|
(37) |
Includes
stock underlying a warrant to purchase 20,588 shares of common stock
at an
exercise price of $2.25 per share.
|
(38) |
Includes
stock underlying a warrant to purchase 20,588 shares of common stock
at an
exercise price of $2.25 per share.
|
(39) |
Includes
stock underlying a warrant to purchase 20,588 shares of common stock
at an
exercise price of $2.25 per share.
|
(40) |
Includes
stock underlying a warrant to purchase 20,588 shares of common stock
at an
exercise price of $2.25 per share.
|
(41) |
Includes
stock underlying a warrant to purchase 20,588 shares of common stock
at an
exercise price of $2.25 per share.
|
(42) |
Includes
stock underlying a warrant to purchase 17,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(43) |
Includes
stock underlying a warrant to purchase 15,441 shares of common stock
at an
exercise price of $2.25 per share.
|
(44) |
Includes
stock underlying a warrant to purchase 15,441 shares of common stock
at an
exercise price of $2.25 per share.
|
(45) |
Includes
stock underlying a warrant to purchase 3,113 shares of common stock
at an
exercise price of $2.25 per share.
|
(46) |
Includes
stock underlying a warrant to purchase 10,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(47) |
Includes
stock underlying a warrant to purchase 10,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(48) |
Includes
stock underlying a warrant to purchase 10,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(49) |
Includes
stock underlying a warrant to purchase 10,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(50) |
Includes
stock underlying a warrant to purchase 10,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(51) |
Includes
stock underlying a warrant to purchase 10,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(52) |
Includes
stock underlying a warrant to purchase 10,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(53) |
Includes
stock underlying a warrant to purchase 10,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(54) |
Includes
stock underlying a warrant to purchase 10,294 shares of common stock
at an
exercise price of $2.25 per share.
|
(55) |
Includes
stock underlying a warrant to purchase 10,294 shares of common stock
at an
exercise price of $2.25 per share.
|
(56) |
Includes
stock underlying a warrant to purchase 10,294 shares of common stock
at an
exercise price of $2.25 per share.
|
(57) |
Includes
stock underlying a warrant to purchase 10,294 shares of common stock
at an
exercise price of $2.25 per share.
|
(58) |
Includes
stock underlying a warrant to purchase 10,294 shares of common stock
at an
exercise price of $2.25 per share.
|
(59) |
Includes
stock underlying a warrant to purchase 10,294 shares of common stock
at an
exercise price of $2.25 per share.
|
(60) |
Includes
stock underlying a warrant to purchase 10,294 shares of common stock
at an
exercise price of $2.25 per share.
|
(61) |
Includes
stock underlying a warrant to purchase 10,294 shares of common stock
at an
exercise price of $2.25 per share.
|
(62) |
Includes
stock underlying a warrant to purchase 10,294 shares of common stock
at an
exercise price of $2.25 per share.
|
(63) |
Includes
stock underlying a warrant to purchase 9,800 shares of common stock
at an
exercise price of $2.25 per share.
|
(64) |
Includes
stock underlying a warrant to purchase 8,750 shares of common stock
at an
exercise price of $2.25 per share.
|
(65) |
Includes
stock underlying a warrant to purchase 1,867 shares of common stock
at an
exercise price of $2.25 per share.
|
(66) |
Includes
stock underlying a warrant to purchase 6,176 shares of common stock
at an
exercise price of $2.25 per share.
|
(67) |
Includes
stock underlying a warrant to purchase 6,176 shares of common stock
at an
exercise price of $2.25 per share.
|
(68) |
Includes
stock underlying a warrant to purchase 5,950 shares of common stock
at an
exercise price of $2.25 per share.
|
(69) |
Includes
stock underlying a warrant to purchase 5,950 shares of common stock
at an
exercise price of $2.25 per share.
|
(70) |
Includes
stock underlying a warrant to purchase 5,950 shares of common stock
at an
exercise price of $2.25 per share.
|
(71) |
Includes
stock underlying a warrant to purchase 5,775 shares of common stock
at an
exercise price of $2.25 per share.
|
(72) |
Includes
stock underlying a warrant to purchase 5,147 shares of common stock
at an
exercise price of $2.25 per share.
|
(73) |
Includes
stock underlying a warrant to purchase 5,147 shares of common stock
at an
exercise price of $2.25 per share.
|
(74) |
Includes
stock underlying a warrant to purchase 5,147 shares of common stock
at an
exercise price of $2.25 per share.
|
(75) |
Includes
stock underlying a warrant to purchase 4,118 shares of common stock
at an
exercise price of $2.25 per share.
|
(76) |
Includes
stock underlying a warrant to purchase 3,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(77) |
Includes
stock underlying a warrant to purchase 3,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(78) |
Includes
stock underlying a warrant to purchase 3,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(79) |
Includes
stock underlying a warrant to purchase 3,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(80) |
Includes
stock underlying a warrant to purchase 3,500 shares of common stock
at an
exercise price of $2.25 per share.
|
(81) |
Includes
stock underlying a warrant to purchase 2,625 shares of common stock
at an
exercise price of $2.25 per share.
|
(82) |
Includes
stock underlying a warrant to purchase 2,059 shares of common stock
at an
exercise price of $2.25 per share.
|
Audited
Financial Statements
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-9
|
|
F-10
|
|
Unaudited
Financial Statements
|
|
F-17
|
|
F-18
|
|
F-19
|
|
F-20
|
ASSETS
|
|||||||
2005
|
2004
|
||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
9,453,367
|
$
|
9,292,783
|
|||
Prepaid
expenses and employee advances
|
9,281
|
22,041
|
|||||
Total
current assets
|
9,462,648
|
9,314,824
|
|||||
PROPERTY
& EQUIPMENT:
|
|||||||
Lab
equipment
|
313,613
|
260,425
|
|||||
Office
and computer equipment
|
157,787
|
153,266
|
|||||
Furniture
& fixtures
|
25,556
|
25,556
|
|||||
Leasehold
improvements
|
27,060
|
5,540
|
|||||
524,016
|
444,787
|
||||||
Less
accumulated depreciation and amortization
|
(400,387
|
)
|
(342,723
|
)
|
|||
123,629
|
102,064
|
||||||
OTHER
ASSETS:
|
|||||||
Deposits
|
7,590
|
7,590
|
|||||
Intellectual
technology property, net of accumulated
|
|||||||
amortization
of $5,673 in 2005 and $4,653 in 2004
|
14,627
|
15,647
|
|||||
Total
other assets
|
22,217
|
23,237
|
|||||
$
|
9,608,494
|
$
|
9,440,125
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Current
maturities of capital lease obligation
|
$
|
20,046
|
$
|
20,487
|
|||
Accounts
payable
|
866,628
|
377,100
|
|||||
Payroll
and related liabilities
|
28,835
|
24,560
|
|||||
Accrued
expenses
|
81,517
|
—
|
|||||
Total
current liabilities
|
997,026
|
422,147
|
|||||
Capital
lease obligation, less current portion
|
—
|
20,046
|
|||||
Other
|
4,655
|
1,544
|
|||||
Total
liabilities
|
1,001,681
|
443,737
|
|||||
STOCKHOLDERS'
EQUITY:
|
|||||||
Common
stock, par value $0.00001,
|
|||||||
40,000,000
shares authorized, 19,393,221 and
|
|||||||
16,784,433
shares issued and outstanding as
|
|||||||
of
May 31, 2005 and 2004, respectively
|
194
|
14,683,854
|
|||||
Additional
paid in capital
|
20,913,822
|
1,052,008
|
|||||
Deficit
accumulated during
|
|||||||
the
development stage
|
(12,307,203
|
)
|
(6,739,474
|
)
|
|||
Total
stockholders’ equity
|
8,606,813
|
8,996,388
|
|||||
|
$
|
9,608,494
|
$
|
9,440,125
|
|||
From
Inception
|
||||||||||
Year
Ended
|
Year
Ended
|
Through
|
||||||||
May
31, 2005
|
May
31, 2004
|
May
31, 2005
|
||||||||
REVENUES
|
$
|
—
|
$
|
—
|
$
|
—
|
||||
OPERATING
EXPENSES:
|
||||||||||
Research
and development
|
(3,519,910
|
)
|
(1,399,190
|
)
|
(7,202,816
|
)
|
||||
Administrative
|
(1,457,694
|
)
|
(1,393,347
|
)
|
(3,814,440
|
)
|
||||
Professional
fees
|
(714,665
|
)
|
(288,077
|
)
|
(1,279,958
|
)
|
||||
Depreciation
and amortization
|
(5,111
|
)
|
(5,486
|
)
|
(146,106
|
)
|
||||
Operating
Loss
|
(5,697,380
|
)
|
(3,026,100
|
)
|
(12,443,320
|
)
|
||||
Other
income (expense)
|
||||||||||
Interest
income
|
132,181
|
44,618
|
216,466
|
|||||||
Interest
expense
|
(2,530
|
)
|
(6,321
|
)
|
(69,769
|
)
|
||||
Loss
on disposal of equipment
|
—
|
(1,561
|
)
|
(10,580
|
)
|
|||||
Net
Loss
|
$
|
(5,567,729
|
)
|
$
|
(2,989,364
|
)
|
$
|
(12,307,203
|
)
|
|
Weighted
average number of common
|
||||||||||
shares
outstanding
|
16,832,643
|
15,384,933
|
12,737,901
|
|||||||
Loss
per common share - basic and diluted
|
$
|
(.33
|
)
|
$
|
(.19
|
)
|
$
|
(.97
|
)
|
|
Deficit
|
|||||||||||||||||||
Accumulated
|
|||||||||||||||||||
Additional |
Common
|
In
The
|
|||||||||||||||||
Common
Stock
|
Paid in |
Stock-
|
Development
|
||||||||||||||||
Shares
|
Amount
|
Capital |
Contra
|
Stage
|
Total
|
||||||||||||||
September 17,
1999 — initial issuance of 10,000 shares for intellectual technology
license at $.03 per share
|
10,000
|
$
|
300
|
$ | — |
$
|
—
|
$
|
—
|
$
|
300
|
||||||||
September 30,
1999 — cost of public shell acquisition over net assets acquired to be
accounted for as a Recapitalization
|
—
|
—
|
— |
(250,000
|
)
|
—
|
(250,000
|
)
|
|||||||||||
October 27,
1999 — issuance of 84 shares to individual for $25,000
|
84
|
25,000
|
— |
—
|
—
|
25,000
|
|||||||||||||
November 15,
1999 — reverse merger transaction with Enerdyne Corporation, net
transaction amounts
|
8,972,463
|
118,547
|
— |
(118,547
|
)
|
—
|
—
|
||||||||||||
November 18,
1999 — February 7, 2000 — issuance of 459,444 shares to various
investors at $0.36 per share
|
459,444
|
165,400
|
— |
—
|
—
|
165,400
|
|||||||||||||
January 1,
2000 — issuance of 100,000 shares in exchange for legal services
|
100,000
|
15,000
|
— |
—
|
—
|
15,000
|
|||||||||||||
May
1 - 27, 2000 — issuance of 640,000 shares to various investors at $1.00
per share
|
640,000
|
640,000
|
— |
—
|
—
|
640,000
|
|||||||||||||
May 27,
2000 — issuance of 1,644 shares to individual in exchange for interest
Due
|
1,644
|
1,644
|
— |
—
|
—
|
1,644
|
|||||||||||||
Net
loss for the year ended May 31, 2000
|
—
|
—
|
— |
—
|
(250,689
|
)
|
(250,689
|
)
|
|||||||||||
Balance,
May 31, 2000
|
10,183,635
|
965,891
|
— |
(368,547
|
)
|
(250,689
|
)
|
346,655
|
Deficit
|
|||||||||||||||||||
Accumulated
|
|||||||||||||||||||
Additional
|
Common
|
In
The
|
|||||||||||||||||
Common
Stock
|
Paid
in
|
Stock-
|
Development
|
||||||||||||||||
Shares
|
Amount
|
Capital
|
Contra
|
Stage
|
Total
|
||||||||||||||
December 7,
2000 — issuance of 425,000 shares to various investors at $1.00 per share
|
425,000
|
425,000
|
—
|
—
|
—
|
425,000
|
|||||||||||||
May 31,
2001 — Forgiveness of debt owed to shareholder
|
—
|
—
|
40,000
|
—
|
—
|
40,000
|
|||||||||||||
Net
loss for the year ended May 31, 2001
|
—
|
—
|
—
|
—
|
(553,866
|
)
|
(553,866
|
)
|
|||||||||||
Balance,
May 31, 2001
|
10,608,635
|
1,390,891
|
40,000
|
(368,547
|
)
|
(804,555
|
)
|
257,789
|
|||||||||||
August 13,
2001 — Contribution by Shareholders
|
—
|
—
|
143,569
|
—
|
—
|
143,569
|
|||||||||||||
November 7,
2001 — issuance of 881,600 Shares at $1.25 per share
|
881,600
|
1,102,000
|
—
|
—
|
—
|
1,102,000
|
|||||||||||||
November 26,
2001 — options issued to board member
|
—
|
—
|
133,000
|
—
|
—
|
133,000
|
|||||||||||||
Net
loss for the year ended May 31, 2002
|
—
|
—
|
—
|
—
|
(1,280,465
|
)
|
(1,280,465
|
)
|
|||||||||||
Balance,
May 31, 2002
|
11,490,235
|
2,492,891
|
316,569
|
(368,547
|
)
|
(2,085,020
|
)
|
355,893
|
|||||||||||
July 5,
2002 — issuance of 842,000 shares at $1.50 per share
|
842,000
|
1,263,000
|
—
|
—
|
—
|
1,263,000
|
|||||||||||||
July 1,
2002 - May 1, 2003 - purchase of common stock from shareholder at
$.70 per share
|
(130,955
|
)
|
(91,667
|
)
|
—
|
—
|
—
|
(91,667
|
)
|
||||||||||
January 15,
2003 - May 15, 2003 — common stock issued to Company president
|
41,670
|
82,841
|
—
|
—
|
—
|
82,841
|
|||||||||||||
May 14,
2003 — common stock issued to employee
|
5,000
|
11,250
|
—
|
—
|
—
|
11,250
|
|||||||||||||
June 1,
2002 - May 31, 2003 — options issued to board members and employees
|
—
|
—
|
287,343
|
—
|
—
|
287,343
|
|||||||||||||
Net
loss for the year ended May 31, 2003
|
—
|
—
|
—
|
—
|
(1,665,090
|
)
|
(1,665,090
|
)
|
|||||||||||
Balance,
May 31, 2003
|
12,247,950
|
3,758,315
|
603,912
|
(368,547
|
)
|
(3,750,110
|
)
|
243,570
|
|||||||||||
June 15,
2003, common stock issued to Company president
|
8,334
|
16,418
|
—
|
—
|
—
|
16,418
|
|||||||||||||
June 15,
2003, purchase of common stock from shareholder
|
(12,093
|
)
|
(8,333
|
)
|
—
|
—
|
—
|
(8,333
|
)
|
Deficit
|
|||||||||||||||||||
Accumulated
|
|||||||||||||||||||
Additional
|
Common
|
In
The
|
|||||||||||||||||
Common
Stock
|
Paid
in
|
Stock-
|
Development
|
||||||||||||||||
Shares
|
Amount
|
Capital
|
Contra
|
Stage
|
Total
|
||||||||||||||
September 18,
2003 - issuance of 7,445,646 of common stock issued in private placement
At $1.70 per share, net of transaction costs
|
7,445,646
|
11,356,063
|
— |
—
|
—
|
11,356,063
|
|||||||||||||
September 19,
2003 - repurchase and retired 2,994,803 shares for $300,000
|
(2,994,803
|
)
|
(300,000
|
)
|
— |
—
|
—
|
(300,000
|
)
|
||||||||||
December 12,
2003 - issuance of 39,399 shares to terminated employees at $2.60
per
share
|
39,399
|
102,438
|
— |
—
|
—
|
102,438
|
|||||||||||||
March 1,
2004 - common stock issued to employee at $2.55 per share
|
50,000
|
127,500
|
— |
—
|
—
|
127,500
|
|||||||||||||
May 31,
2004 - reclassify common stock contra to common stock
|
—
|
(368,547
|
)
|
— |
368,547
|
—
|
—
|
||||||||||||
December 12,
2003 - issuance of 39,399 shares to terminated employees at $2.60
per
share
|
39,399
|
102,438
|
— |
—
|
—
|
102,438
|
|||||||||||||
June
1 , 2003 - May 31, 2004 - options issued to board members, employees
and consultants
|
—
|
—
|
448,096 |
—
|
—
|
448,096
|
|||||||||||||
Net
loss for the year ended May 31, 2004
|
—
|
—
|
— |
—
|
(2,989,364
|
)
|
(2,989,364
|
)
|
|||||||||||
Balance,
May 31, 2004
|
16,784,433
|
$
|
14,683,854
|
$ | 1,052,008 |
—
|
$
|
(6,739,474
|
)
|
$
|
8,996,388
|
||||||||
November
30, 2004 - adjust March 1, 2004 common stock issued to
employee
|
(20,000
|
)
|
(20,000
|
)
|
|||||||||||||||
January
13, 2005 - common stock issued to employee at $2.55 per
share
|
15,000
|
38,250
|
38,250
|
||||||||||||||||
February
28, 2005 - Reclass Par Value for Reincorporation into DE as of
12/1/04
|
(14,701,935
|
)
|
14,701,935 |
0
|
|||||||||||||||
May
25, 2005 - issuance of 2,593,788 of common stock issued in private
placement At $1.95 per share, net of transaction costs
|
2,593,788
|
25
|
4,851,168 |
4,851,193
|
Deficit
|
|||||||||||||||||||
Accumulated
|
|||||||||||||||||||
Additional
|
Common
|
In
The
|
|||||||||||||||||
Common
Stock
|
Paid
in
|
Stock-
|
Development
|
||||||||||||||||
Shares
|
Amount
|
Capital
|
Contra
|
Stage
|
Total
|
||||||||||||||
June
1 , 2004 - May 31, 2005 - options issued to board members, employees
and consultants
|
308,711
|
308,711
|
|||||||||||||||||
Net
loss for the year ended May 31, 2005
|
—
|
—
|
—
|
—
|
(5,567,729
|
)
|
(5,567,729
|
)
|
|||||||||||
Balance,
May 31, 2005
|
19,393,221
|
$
|
194
|
$
|
20,913,822
|
—
|
$
|
(12,307,203
|
)
|
$
|
8,606,813
|
||||||||
From
Inception
|
||||||||||
Year
Ended
|
Year
Ended
|
Through
|
||||||||
May
31, 2005
|
May
31, 2004
|
May
31, 2005
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
loss
|
$
|
(5,567,729
|
)
|
$
|
(2,989,364
|
)
|
$
|
(12,307,203
|
)
|
|
Adjustments
to reconcile net loss to net cash and cash equivalents used
in operating activities:
|
||||||||||
Loss
on disposal of equipment
|
—
|
1,561
|
10,580
|
|||||||
Depreciation
and amortization
|
58,684
|
64,631
|
428,581
|
|||||||
Non
cash compensation expense
|
326,960
|
694,452
|
1,535,846
|
|||||||
Non
cash expenses
|
—
|
—
|
16,644
|
|||||||
(Increase)/Decrease
in advances, prepaid expenses and deposits
|
12,760
|
(22,759
|
)
|
(16,871
|
)
|
|||||
Increase
in accounts payable and accrued expenses
|
571,045
|
261,606
|
948,145
|
|||||||
Increase
in payroll and related liabilities
|
4,275
|
15,744
|
28,835
|
|||||||
Increase
in other liabilities
|
3,111
|
1,529
|
4,655
|
|||||||
Net
cash and cash equivalents used in operating activities
|
(4,590,894
|
)
|
(1,972,600
|
)
|
(9,350,788
|
)
|
||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||
Acquisition
of intellectual technology license - fee portion
|
—
|
—
|
(20,000
|
)
|
||||||
Acquisition
of property and equipment
|
(79,229
|
)
|
(40,426
|
)
|
(410,536
|
)
|
||||
Excess
of amounts paid for Public Shell over assets acquired to be accounted
for as a recapitalization
|
—
|
—
|
(250,000
|
)
|
||||||
Proceeds
from disposal of equipment
|
—
|
—
|
6,000
|
|||||||
Net
cash and cash equivalents used in investing activities
|
(79,229
|
)
|
(40,426
|
)
|
(674,536
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Proceeds
from stock issuance
|
4,851,194
|
11,356,063
|
19,827,658
|
|||||||
Principal
payment on capital leases and installment purchase payable
|
(20,487
|
)
|
(21,973
|
)
|
(275,365
|
)
|
||||
Contribution
by shareholders
|
—
|
—
|
183,569
|
|||||||
Principal
payment on note payable individual
|
—
|
—
|
(225,717
|
)
|
||||||
Issuance
of note payable to individual
|
—
|
—
|
368,546
|
|||||||
Acquisition
of common stock
|
—
|
(308,333
|
)
|
(400,000
|
)
|
|||||
Net
cash and cash equivalents provided by financing activities
|
4,830,707
|
11,025,757
|
19,478,691
|
|||||||
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
160,584
|
9,012,731
|
9,453,367
|
|||||||
Cash
and cash equivalents, beginning
|
9,292,783
|
280,052
|
—
|
|||||||
Cash
and cash equivalents, ending
|
$
|
9,453,367
|
$
|
9,292,783
|
$
|
9,453,367
|
||||
Supplemental
disclosures of cash flow information:
|
||||||||||
Interest
paid
|
$
|
2,128
|
$
|
6,336
|
$
|
66,156
|
||||
Taxes
paid
|
$
|
50
|
$
|
—
|
$
|
100
|
||||
From
Inception
|
||||||||||
Year
Ended
|
Year
Ended
|
Through
|
||||||||
May
31, 2005
|
May
31, 2004
|
May
31, 2005
|
||||||||
Net
loss, as reported
|
$
|
(5,567,729
|
)
|
$
|
(2,989,364
|
)
|
$
|
(12,307,203
|
)
|
|
Add:
stock-based employee compensation expense included in reported net
loss
|
288,710
|
306,969
|
883,022
|
|||||||
Deduct:
stock-based employee compensation Expense determined under fair-value
method for all awards
|
(1,384,715
|
)
|
(1,087,701
|
)
|
(3,289,649
|
)
|
||||
Pro
forma net loss
|
$
|
(6,663,734
|
)
|
$
|
(3,770,096
|
)
|
$
|
(14,713,830
|
)
|
|
Loss
per common share, as reported - basic and diluted
|
$
|
(.33
|
)
|
$
|
(.19
|
)
|
$
|
(.97
|
)
|
|
Proforma
loss per common share - basic and diluted
|
$
|
(.40
|
)
|
$
|
(.25
|
)
|
$
|
(1.16
|
)
|
From
Inception
|
||||||||||
Year
Ended
|
Year
Ended
|
Through
|
||||||||
May,
31, 2005
|
May,
31, 2005
|
May
31, 2005
|
||||||||
Dividends
per year
|
0
|
0
|
0
|
|||||||
Volatility
percentage
|
102-107
|
%
|
95%-102
|
%
|
90%-131
|
%
|
||||
Risk
free interest rate
|
2.57-3.52%
|
%
|
2.07%-4.78
|
%
|
2.07%-5.11
|
%
|
||||
Expected
life (years)
|
4
|
4
|
3-5
|
Enerdyne
|
Transaction
|
Balance
Sheet at
|
|||||||||||
Account Description |
Protalex,
Inc.
|
Corporation
|
Adjustments
|
November
16, 1999
|
|||||||||
Cash
|
$
|
23,531
|
$ | — |
$
|
—
|
$
|
23,531
|
|||||
Note
receivable shareholder
|
—
|
118,547 |
—
|
118,547
|
|||||||||
License
|
20,300
|
— |
—
|
20,300
|
|||||||||
Investment
in Enerdyne
|
368,547
|
— |
(368,547
|
)
|
—
|
||||||||
Other
current assets
|
8,212
|
— |
—
|
8,212
|
|||||||||
Other
current liabilities
|
(17,555
|
)
|
— |
—
|
(17,555
|
)
|
|||||||
Accounts
payable Alex
|
(40,000
|
)
|
— |
—
|
(40,000
|
)
|
|||||||
Note
payable
|
(368,546
|
)
|
— |
—
|
(368,546
|
)
|
|||||||
Common
stock
|
(25,300
|
)
|
(833,459
|
)
|
714,912
|
(143,847
|
)
|
||||||
Additional
paid in capital
|
—
|
(1,105,014
|
)
|
1,105,014
|
—
|
||||||||
Treasury
stock
|
—
|
430,424 |
(430,424
|
)
|
—
|
||||||||
Accumulated
deficit
|
30,811
|
1,389,502 |
(1,389,502
|
)
|
30,811
|
||||||||
Common
stock - contra
|
—
|
— |
368,547
|
368,547
|
|||||||||
|
$ |
—
|
$ | — |
$
|
—
|
$
|
—
|
Year
Ended
|
Year
Ended
|
||||||
May
31, 2005
|
May
31, 2004
|
||||||
Statutory
federal and state rates of 40%
|
$
|
2,227,000
|
$
|
1,196,000
|
|||
Increase
in valuation allowance
|
(2,227,000
|
)
|
(1,196,000
|
)
|
|||
Actual
tax benefit
|
$
|
—
|
$
|
—
|
Year
Ended
|
Year
Ended
|
||||||
Current: |
May
31, 2005
|
May
31, 2004
|
|||||
Federal
|
$
|
—
|
$
|
—
|
|||
State
|
—
|
—
|
|||||
Deferred:
|
|||||||
Federal
|
1,858,000
|
926,000
|
|||||
State
|
369,000
|
163,000
|
|||||
Valuation
allowance
|
(2,227,000
|
)
|
(1,089,000
|
)
|
|||
Income
tax benefit
|
$
|
—
|
$
|
—
|
Assets:
|
Year
Ended
May
31, 2005
|
Year
Ended
May
31, 2004
|
|||||
Net
operating losses
|
$
|
3,818,000
|
$
|
2,311,000
|
|||
Vacation
accrual
|
12,000
|
6,000
|
|||||
Stock
based compensation
|
613,00
|
411,000
|
|||||
General
business credit
|
506,000
|
—
|
|||||
Deferred
tax assets
|
4,949,000
|
2,728,000
|
|||||
Liability,
|
|||||||
Equipment
|
(26,000
|
)
|
(32,000
|
)
|
|||
Gross
deferred tax asset
|
4,923,000
|
2,696,000
|
|||||
Less
valuation allowance
|
(4,923,000
|
)
|
(2,696,000
|
)
|
|||
Deferred
tax asset, net of valuation allowance
|
$
|
—
|
$
|
—
|
Year
|
||||
2006
|
$
|
20,736
|
||
Total
minimum obligations
|
20,736
|
|||
Interest
|
(690
|
)
|
||
Present
value of minimum capital lease obligations
|
20,046
|
|||
Current
portion
|
(20,046
|
)
|
||
Long-term
capital lease obligations
|
$
|
0
|
Weighted
Average Exercise
|
||||||||||
Options
|
Prices
|
Exercisable
|
||||||||
Balance,
September 17, 1999
|
—
|
$
|
—
|
—
|
||||||
Granted,
April 28, 2000
|
40,000
|
0.36
|
—
|
|||||||
Granted,
November 26, 2001
|
100,000
|
1.25
|
100,000
|
|||||||
Expired,
April 28, 2002
|
(40,000
|
)
|
.036
|
—
|
||||||
Granted,
June 1, 2002
|
125,000
|
1.50
|
125,000
|
|||||||
Granted,
July 18, 2002
|
233,680
|
1.50
|
233,680
|
|||||||
Granted,
October 24, 2002
|
100,000
|
1.45
|
100,000
|
|||||||
Granted,
December 16, 2002
|
863,242
|
1.50
|
469,664
|
|||||||
Granted,
December 16, 2002
|
50,000
|
1.70
|
40,000
|
|||||||
Granted,
March 15, 2003
|
130,000
|
1.50
|
—
|
|||||||
Granted,
April 1, 2003
|
40,000
|
1.50
|
20,833
|
|||||||
Granted,
July 1, 2003
|
40,000
|
1.50
|
18,333
|
|||||||
Granted,
August 13, 2003
|
100,000
|
1.50
|
100,000
|
|||||||
Granted,
September 19, 2003
|
584,333
|
1.50
|
301,802
|
|||||||
Granted,
October 28, 2003
|
60,000
|
1.50
|
60,000
|
|||||||
Granted,
January 22, 2004
|
75,000
|
2.13
|
75,000
|
|||||||
Granted,
January 22, 2004
|
100,000
|
2.13
|
29,997
|
|||||||
Granted,
January 22, 2004
|
50,000
|
2.75
|
16,666
|
|||||||
Forfeited,
January 22, 2004
|
(130,000
|
)
|
1.50
|
—
|
||||||
Granted,
March 1, 2004
|
150,000
|
2.17
|
43,749
|
|||||||
Granted,
July 22, 2004
|
15,000
|
2.60
|
3,124
|
|||||||
Granted,
October 26, 2004
|
30,000
|
2.70
|
4,790
|
|||||||
Granted,
October 26, 2004
|
100,000
|
2.30
|
100,000
|
|||||||
Granted,
January 13, 2005
|
330,000
|
2.55
|
31,663
|
|||||||
Granted,
January 13, 2005
|
125,000
|
2.55
|
125,000
|
|||||||
Forfeited,
January 26, 2005
|
(10,000
|
)
|
1.70
|
—
|
||||||
Forfeited,
January 26, 2005
|
(10,000
|
)
|
2.13
|
—
|
||||||
Granted,
February 15, 2005
|
100,000
|
2.80
|
100,000
|
|||||||
Granted,
April 13, 2005
|
50,000
|
2.60
|
1,041
|
|||||||
3,401,255
|
2,100,342
|
Total
|
Exercisable
|
||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||
Exercise
Price
|
Average
|
Average
|
Average
|
Average
|
|||||||||||||||
Range
|
Number
|
Exercise
Price
|
Remaining
Life (yrs)
|
Number
|
Exercise
Price
|
Remaining
Life
|
|||||||||||||
$1.25
- 1.75
|
2,286,255
|
$
|
1.49
|
7.1
|
1,569,312
|
$
|
1.49
|
7.1
|
|||||||||||
$1.76
- 2.25
|
315,000
|
$
|
2.15
|
8.8
|
148,746
|
$
|
2.14
|
8.8
|
|||||||||||
$2.26
- 2.75
|
700,000
|
$
|
2.54
|
9.5
|
282,284
|
$
|
2.48
|
9.5
|
|||||||||||
$2.76
- 3.25
|
100,000
|
$
|
2.80
|
9.7
|
100,000
|
$
|
2.80
|
9.7
|
|||||||||||
3,401,255
|
2,100,342
|
Year
ending May 31,
|
||||
2006
|
$
|
113,500
|
||
2007
|
78,752
|
|||
2008
|
2,988
|
|||
2009
|
2,988
|
|||
2010
|
2,241
|
|||
Total
|
$
|
200,469
|
November
30, 2005
|
May
31, 2005
|
||||||
(Unaudited)
|
|||||||
ASSETS
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
6,760,832
|
$
|
9,453,367
|
|||
Prepaid
expenses and employee advances
|
45,041
|
9,281
|
|||||
Total
current assets
|
6,805,873
|
9,462,648
|
|||||
PROPERTY
& EQUIPMENT:
|
|||||||
Lab
equipment
|
327,287
|
313,613
|
|||||
Office
and computer equipment
|
157,787
|
157,787
|
|||||
Furniture
& fixtures
|
25,556
|
25,556
|
|||||
Leasehold
improvements and amortization
|
27,060
|
27,060
|
|||||
537,690
|
524,016
|
||||||
Less
accumulated depreciation
|
(435,379
|
)
|
(400,387
|
)
|
|||
102,311
|
123,629
|
||||||
OTHER
ASSETS:
|
|||||||
Deposits
|
7,590
|
7,590
|
|||||
Intellectual
technology property, net of
|
|||||||
accumulated
amortization of $6,183 and $5,673 as
|
|||||||
of
November 30, 2005 and May 31, 2005, respectively
|
14,117
|
14,627
|
|||||
Total
other assets
|
21,707
|
22,217
|
|||||
$
|
6,929,891
|
$
|
9,608,494
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Current
maturities of capital lease obligation
|
$
|
9,267
|
$
|
20,046
|
|||
Accounts
payable
|
613,799
|
866,628
|
|||||
Payroll
and related liabilities
|
40,770
|
28,835
|
|||||
Accrued
expenses
|
107,008
|
81,517
|
|||||
Total
current liabilities
|
770,844
|
997,026
|
|||||
OTHER
LIABILITIES
|
4,693
|
4,655
|
|||||
Total
liabilities
|
775,537
|
1,001,681
|
|||||
STOCKHOLDERS'
EQUITY
|
|||||||
Common
stock, par value $0.00001,
|
|||||||
100,000,000
and 40,000,000 shares authorized as of
November
30, 2005 and May 31, 2005 respectively,
19,443,221
and 19,393,221 shares issued and outstanding as of
November
30, 2005 and May 31, 2005, respectively
|
194
|
194
|
|||||
Additional
paid in capital
|
21,207,333
|
20,913,822
|
|||||
Deficit
accumulated during the development stage
|
(15,053,173
|
)
|
(12,307,203
|
)
|
|||
Total
stockholders’ equity
|
6,154,354
|
8,606,813
|
|||||
|
$
|
6,929,891
|
$
|
9,608,494
|
|||
From
|
||||||||||||||||
Six
|
Six
|
Three
|
Three
|
Inception
|
||||||||||||
Months
Ended
|
Months
Ended
|
Months
Ended
|
Months
Ended
|
Through
|
||||||||||||
November
30,
|
November
30,
|
November
30,
|
November
30,
|
November
30,
|
||||||||||||
2005
|
2004
|
2005
|
2004
|
2005
|
||||||||||||
Revenues
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Operating
Expenses
|
||||||||||||||||
Research
and development
|
(1,687,014
|
)
|
(1,639,264
|
)
|
(994,739
|
)
|
(919,718
|
)
|
(8,889,830
|
)
|
||||||
Administrative
|
(965,384
|
)
|
(605,854
|
)
|
(569,268
|
)
|
(386,079
|
)
|
(4,779,824
|
)
|
||||||
Professional
fees
|
(226,294
|
)
|
(267,192
|
)
|
(91,133
|
)
|
(178,991
|
)
|
(1,506,252
|
)
|
||||||
Depreciation
and amortization
|
(2,105
|
)
|
(2,733
|
)
|
(1,050
|
)
|
(1,337
|
)
|
(148,211
|
)
|
||||||
Operating
Loss
|
(2,880,797
|
)
|
(2,515,043
|
)
|
(1,656,190
|
)
|
(1,486,125
|
)
|
(15,324,117
|
)
|
||||||
Other
income (expense)
|
||||||||||||||||
Interest
income
|
135,441
|
46,637
|
67,107
|
21,042
|
351,907
|
|||||||||||
Interest
expense
|
(614
|
)
|
(1,637
|
)
|
(302
|
)
|
(973
|
)
|
(70,383
|
)
|
||||||
Loss
on disposal
|
—
|
—
|
—
|
—
|
(10,580
|
)
|
||||||||||
Net
Loss
|
$
|
(2,745,970
|
)
|
$
|
(2,470,043
|
)
|
$
|
(1,589,385
|
)
|
$
|
(1,466,056
|
)
|
$
|
(15,053,173
|
)
|
|
Weighted
average number of common
|
||||||||||||||||
shares
outstanding
|
19,435,516
|
16,784,433
|
19,437,836
|
16,784,433
|
13,276,836
|
|||||||||||
Loss
per common share - basic and diluted
|
$
|
(.14
|
)
|
$
|
(.15
|
)
|
$
|
(.08
|
)
|
$
|
(.09
|
)
|
$
|
(1.13
|
)
|
|
Six
|
Six
|
From
Inception
|
||||||||
Months
Ended
|
Months
Ended
|
Through
|
||||||||
November
30,
|
November
30,
|
November
30,
|
||||||||
2005
|
2004
|
2005
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
loss
|
$
|
(2,745,970
|
)
|
$
|
(2,470,043
|
)
|
$
|
(15,053,173
|
)
|
|
Adjustments
to reconcile net loss to net cash and cash equivalents used in operating
activities
|
||||||||||
Loss
on disposal of equipment
|
—
|
—
|
10,580
|
|||||||
Depreciation
and amortization
|
35,502
|
24,686
|
464,083
|
|||||||
Non
cash compensation expense
|
293,511
|
151,515
|
1,829,357
|
|||||||
Non
cash expenses
|
—
|
—
|
16,644
|
|||||||
(Increase)
in:
|
||||||||||
Prepaid
expense and employee advances
|
(35,760
|
)
|
(8,556
|
)
|
(52,631
|
)
|
||||
Increase
(decrease) in:
|
||||||||||
Accounts
payable and accrued expenses
|
(227,338
|
)
|
40,328
|
720,807
|
||||||
Payroll
and related liabilities
|
11,935
|
7,601
|
40,770
|
|||||||
Other
liabilities
|
38
|
2,316
|
4,693
|
|||||||
Net
cash and cash equivalents used in operating activities
|
(2,668,082
|
)
|
(2,252,153
|
)
|
(12,018,870
|
)
|
||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||
Acquisition
of intellectual technology license - fee portion
|
—
|
—
|
(20,000
|
)
|
||||||
Acquisition
of equipment
|
(13,674
|
)
|
(19,539
|
)
|
(424,210
|
)
|
||||
Excess
of amounts paid for public shell over
|
||||||||||
assets
acquired to be accounted for as a recapitalization
|
—
|
—
|
(250,000
|
)
|
||||||
Proceeds
from disposal of equipment
|
—
|
—
|
6,000
|
|||||||
Net
cash and cash equivalents used in investing activities
|
(13,674
|
)
|
(19,539
|
)
|
(688,210
|
)
|
||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Proceeds
from stock issuance
|
—
|
—
|
19,827,658
|
|||||||
Principal
payment on equipment notes payable
|
||||||||||
and
capital leases
|
(10,779
|
)
|
(10,070
|
)
|
(286,144
|
)
|
||||
Contribution
by shareholders
|
—
|
—
|
183,569
|
|||||||
Principal
payment on note payable to individuals
|
—
|
—
|
(225,717
|
)
|
||||||
Issuance
of note payable to individuals
|
—
|
—
|
368,546
|
|||||||
Acquisition
of common stock
|
—
|
—
|
(400,000
|
)
|
||||||
Net
cash and cash equivalents (used in) provided by financing
activities
|
(10,779
|
)
|
(10,070
|
)
|
19,467,912
|
|||||
NET
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(2,692,535
|
)
|
(2,281,762
|
)
|
6,760,832
|
|||||
Cash
and cash equivalents, beginning
|
9,453,367
|
9,292,783
|
—
|
|||||||
Cash
and cash equivalents, end
|
$
|
6,760,832
|
$
|
7,011,021
|
$
|
6,760,832
|
||||
SUPPLEMENTAL
SCHEDULE OF CASH FLOW INFORMATION:
|
||||||||||
Interest
paid
|
$
|
614
|
$
|
1,637
|
$
|
66,770
|
||||
Taxes
paid
|
$
|
4,625
|
$
|
—
|
$
|
4,725
|
||||
From
|
||||||||||||||||
Six
|
Six
|
Three
|
Three
|
Inception
|
||||||||||||
Months
Ended
|
Months
Ended
|
Months
Ended
|
Months
Ended
|
Through
|
||||||||||||
November
30,
|
November
30,
|
November
30,
|
November
30,
|
November
30,
|
||||||||||||
2005
|
2004
|
2005
|
2004
|
2005
|
||||||||||||
Net
loss, as reported
|
$
|
(2,745,970
|
)
|
$
|
(2,470,043
|
)
|
$
|
(1,589,385
|
)
|
$
|
(1,466,056
|
)
|
$
|
(15,053,173
|
)
|
|
Add: stock-based
employee
|
||||||||||||||||
Compensation
expense
|
||||||||||||||||
included
in reported
|
||||||||||||||||
Net
loss
|
293,511
|
151,515
|
199,048
|
92,919
|
1,176,533
|
|||||||||||
Deduct: Stock-based
employee
|
||||||||||||||||
Compensation
expense
|
||||||||||||||||
determined
under fair-
|
||||||||||||||||
value
method for all
|
||||||||||||||||
Awards
|
(818,866
|
)
|
(548,485
|
)
|
(562,376
|
)
|
(388,311
|
)
|
(4,108,516
|
)
|
||||||
Pro
forma net loss
|
$
|
(3,271,325
|
)
|
$
|
(2,867,013
|
)
|
$
|
(1,952,713
|
)
|
$
|
(1,761,447
|
)
|
(17,985,156
|
)
|
||
Loss
per share, as reported basic and diluted
|
$
|
(.14
|
)
|
$
|
(.15
|
)
|
$
|
(.08
|
)
|
$
|
(.09
|
)
|
$
|
(1.13
|
)
|
|
Pro
forma loss per share basic and Diluted
|
$
|
(.17
|
)
|
$
|
(.17
|
)
|
$
|
(.11
|
)
|
$
|
(.11
|
)
|
$
|
(1.36
|
)
|
Six
Months
Ended
|
Six
Months
Ended
|
Three
Months Ended
|
Three
Months Ended
|
From
Inception Through
|
||||||||||||
November
30,
2005
|
November
30,
2004
|
November
30,
2005
|
November
30,
2004
|
November
30,
2005
|
||||||||||||
Dividends
per year
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
Volatility
percentage
|
107
|
%
|
103
|
%
|
103
|
%
|
103
|
%
|
90%-131
|
%
|
||||||
Risk
free interest rate
|
3.85
|
%
|
2.57
|
%
|
2.25
|
%
|
2.57
|
%
|
2.07%-5.11
|
%
|
||||||
Expected
life (years)
|
4
|
4
|
4
|
4
|
3-5
|
Nature
of Expense
|
Amount
|
|||
SEC
registration fee
|
$
|
5,918
|
||
Accounting
fees and expenses
|
$
|
22,000
|
||
Legal
fees and expenses
|
$
|
175,000
|
||
Printing
and related expenses
|
$
|
16,000
|
||
Total
|
$
|
218,918
|
Exhibit |
No. | Description |
2.1
|
Stock
Purchase Agreement among the Company, Don Hanosh and Enerdyne Corporation
(Incorporated by reference, to Exhibit 2.1 to the Company’s 10-SB filing
on December 6, 1999)
|
2.2
|
Merger
Agreement and Plan of Re-organization between the Company and Enerdyne
Corporation (Incorporated by reference, to Exhibit 2.2 to the Company’s
10-SB filing on December 6, 1999)
|
2.3
|
Plan
of Merger and Agreement between Protalex, Inc., a New Mexico corporation
and Protalex, Inc. a Delaware Corporation (Incorporated by reference,
to
Exhibit 2.1 to the Company’s 8K filing on December 6,
2004)
|
3.1
|
Certificate
of Incorporation of the Company (Incorporated by reference, to Exhibit
3.1
to the Company’s 8-K filing on December 6, 2004)
|
3.2
|
Bylaws
of the Company (Incorporated by reference, to Exhibit 3.2 to the
Company’s
8-K filing on December 6, 2004)
|
3.3
|
State
of Delaware, Certificate of Amendment of Certificate of Incorporation
(Incorporated by reference, to Exhibit 3.3 to the Company 10-QSB
filed on
January 13, 2006)
|
4.1
|
Letter
Agreement with Pembroke Financial Ltd. dated July 9, 2001 (Incorporated
by
reference, to Exhibit 10.9 to the Company’s 10-KSB/A filed on September
24, 2003)
|
4.2
|
Securities
Purchase Agreement dated September 18, 2003 between the Company and
certain of the Selling Stockholders (Incorporated by reference, to
Exhibit
4.2 to the Company’s SB-2 filed on October 20, 2003)
|
4.3
|
Investor
Rights Agreement dated September 18, 2003 between the Company and
certain
of the Selling Stockholders (Incorporated by reference, to Exhibit
4.3 to
the Company’s SB-2 filed on October 20, 2003)
|
4.4
|
Form
of Common Stock Purchase Warrant issued by the Company to the Selling
Stockholders (Incorporated by reference, to Exhibit 4.4 to Company’s SB-2
filed on October 20, 2003)
|
4.5 |
Warrant
and Common Stock Purchase Agreement dated May 25, 2005 among the
Company
and the several purchasers thereunder (Incorporated by reference,
to
Exhibit 4.5 to Company’s SB-2 filed on June 16, 2005)
|
4.6 |
Registration
Rights Agreement dated May 25, 2005 among the purchasers under the
Warrant
and Common Stock Purchase Agreement of even date therewith (Incorporated
by reference, to Exhibit 4.6 to Company’s SB-2 filed on June 16, 2005)
|
5.1*
|
Opinion
of Reed Smith LLP
|
9.1
|
First
Amended and Restated Shareholders Agreement dated May 25, 2005, between
the Company and various common stock holders (Incorporated by reference,
to Exhibit 9.1 to Company’s Pre-Effective Amendment No. 1 to Form SB-2
filed on June 16, 2005)
|
10.1
|
Employment
offer letter executed by Steven H. Kane (Incorporated by reference
to
Exhibit 10.1 to the Company’s 10-QSB filed on January 13,
2006)
|
10.2
|
Board
appointment executed by G. Kirk Raab (Incorporated by reference,
to
Exhibit 10.4 to the Company’s 10-KSB/A filed on September 24, 2003)
|
10.3
|
Form
of Option Agreement (Incorporated by reference, to Exhibit 10.6 to
the
Company’s 10-KSB/A filed on September 24, 2003)
|
10.4
|
Equipment
Lease Agreement between the Company and Waters Technologies Corporation
(Incorporated by reference, to Exhibit 10.5 to the Company’s 10-KSB/A
filed on September 24, 2003)
|
10.5
|
Real
Estate Lease between the Company and Kleinfeld Commercial Brokerage,
LLC
(Incorporated by reference, to Exhibit 10.5 to the Company’s 10-KSB/A
filed on September 24, 2003)
|
10.6
|
Frame
Contract between the Company and Eurogentec S.A. (Incorporated by
reference, to Exhibit 10.5 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.7
|
Project
Assignment 2 between the Company and Eurogentec S.A. (Incorporated
by
reference, to Exhibit 10.5 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.8
|
Assignment
of Intellectual Property from Alex LLC to the Company (Incorporated
by
reference, to Exhibit 10.8 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.9
|
Assignment
of Intellectual Property from Dr. Paul Mann to the Company (Incorporated
by reference, to Exhibit 10.8 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.10
|
Project
Assignment 1 between the Company and Eurogentec, S.A. (Incorporated
by
reference, to Exhibit 10.5 to the Company’s 10-KSB/A filed September 24,
2003)
|
10.11
|
Stock
Redemption Agreement dated August 15, 2003, by and between the Company,
Paul L. Mann, Leslie A. McCament-Mann, Gail Stewe and Elizabeth Sarah
Anne
Wiley (Incorporated by reference, to Exhibit 10.10 to the Company’s
10-KSB/A filed on September 24, 2003)
|
10.12
|
Letter
dated August 21, 2003 from Paul L. Mann to the Company (Incorporated
by
reference, to Exhibit 10.11 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.13
|
Promissory
Note dated August 15, 2003, issued by the Company in favor of John
E.
Doherty (Incorporated by reference, to Exhibit 10.7 to the Company’s
10-KSB/A filed on September 24, 2003)
|
10.14
|
Promissory
Note dated August 15, 2003, issued by the Company in favor of Steven
H.
Kane (Incorporated by reference, to Exhibit 10.7 to the Company’s 10-KSB/A
filed on September 24, 2003)
|
10.15
|
Continuing
and Unconditional Guaranty executed by John E. Doherty (Incorporated
by
reference, to Exhibit 10.2 to the Company’s 10-SB filed on December 6,
1999)
|
10.16
|
Continuing
and Unconditional Guaranty executed by James K. Strattman (Incorporated
by
reference, to Exhibit 10.3 to the Company’s 10-SB filed on December 6,
1999)
|
10.17
|
Form
of Confidential Disclosure Agreement (Incorporated by reference,
to
Exhibit 10.5 to the Company’s 10-SB filed on December 6, 1999)
|
10.18
|
Technology
License Agreement dated November 17, 1999, between the Company and
Alex,
LLC (Incorporated by reference, to Exhibit 10.4 to the Company’s 10-SB
filed on December 6, 1999)
|
10.19
|
Offer
of Employment to Joseph Dervan dated January 20, 2003 (Incorporated
by
reference, to Exhibit 10.4 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.20
|
Modified
lease agreement with Union Square LP, dated November 18, 2005 (Incorporate
by reference to Exhibit 99.1 to the Form 8-K filed and filed with
the
Securities and Exchange Commission on November 22,
2005)
|
10.21
|
Employment
offer letter executed by Hector W. Alila (Incorporated by reference,
to
Exhibit 10.1 to the Company’s 10-QSB filed on January 14,
2005)
|
10.22 |
Employment
offer letter executed by Marc L. Rose (Incorporated by reference,
to
Exhibit 10.2 to the Company’s
10-QSB filed on January 14, 2005)
|
10.23 |
Employment
off letter executed by Victor S. Sloan (Incorporated by reference,
to
Exhibit 10.1 to the Company’s
Form 10-QSB filed on October 14,
2005)
|
10.24
|
Clinical
Study Agreement executed October 19, 2005 between the Company and
PAREXEL
International LLC (Incorporated by reference to Exhibit 10.2 to the
Company’s 10-QSB filed on January 13,
2006)
|
23.1* |
Consent
of Grant Thornton LLP
|
23.2* |
Consent
of Reed Smith LLP (Contained in Exhibit 5.1 to this Registration
Statement)
|
24.1*
|
Power
of Attorney (Contained on the signature page to this Registration
Statement)
|
* |
Filed
herewith
|
PROTALEX,
INC.
a Delaware Corporation
|
||
|
|
|
Date: February 10, 2006 | By: | /s/ STEVEN H. KANE |
Name:
Steven H. Kane
Title:
President and Chief Executive
Officer
|
/s/
G. Kirk Raab
|
Chairman
of the Board and Director
|
February
10, 2006
|
|
G. Kirk Raab | |||
/s/
Steven H. Kane
|
President,
Chief Executive Officer and Director
|
February
10, 2006
|
|
Steven H. Kane | (Principal Executive Officer) | ||
/s/
Marc L. Rose
|
Vice
President, Chief Financial Officer, Treasurer
|
February
10, 2006
|
|
Marc L. Rose | and Corporate Secretary (Principal Financial and Accounting Officer) | ||
/s/
Dinesh Patel, Ph.D.
|
Director
|
February
10, 2006
|
|
Dinesh Patel, Ph.D. | |||
/s/
Peter G. Tombros
|
Director
|
February
10, 2006
|
|
Peter G. Tombros | |||
/s/
Frank M. Dougherty
|
Director
|
February
10, 2006
|
|
Frank M. Dougherty | |||
/s/
Thomas P. Stagnaro
|
Director
|
February
10, 2006
|
|
Thomas P. Stagnaro | |||
/s/
Carleton A. Holstrom
|
Director
|
February
10, 2006
|
|
Carleton A. Holstrom | |||
/s/
Eugene A. Bauer, M.D.
|
Director
|
February
10, 2006
|
|
Eugene A. Bauer, M.D. |
Exhibit |
No. | Description |
2.1
|
Stock
Purchase Agreement among the Company, Don Hanosh and Enerdyne
Corporation
(Incorporated by reference, to Exhibit 2.1 to the Company’s 10-SB filing
on December 6, 1999)
|
2.2
|
Merger
Agreement and Plan of Re-organization between the Company and Enerdyne
Corporation (Incorporated by reference, to Exhibit 2.2 to the Company’s
10-SB filing on December 6, 1999)
|
2.3
|
Plan
of Merger and Agreement between Protalex, Inc., a New Mexico corporation
and Protalex, Inc. a Delaware Corporation (Incorporated by reference,
to
Exhibit 2.1 to the Company’s 8K filing on December 6,
2004)
|
3.1
|
Certificate
of Incorporation of the Company (Incorporated by reference, to
Exhibit 3.1
to the Company’s 8-K filing on December 6, 2004)
|
3.2
|
Bylaws
of the Company (Incorporated by reference, to Exhibit 3.2 to the
Company’s
8-K filing on December 6, 2004)
|
3.3
|
State
of Delaware, Certificate of Amendment of Certificate of Incorporation
(Incorporated by reference, to Exhibit 3.3 to the Company 10-QSB
filed on
January 13, 2006)
|
4.1
|
Letter
Agreement with Pembroke Financial Ltd. dated July 9, 2001 (Incorporated
by
reference, to Exhibit 10.9 to the Company’s 10-KSB/A filed on September
24, 2003)
|
4.2
|
Securities
Purchase Agreement dated September 18, 2003 between the Company
and
certain of the Selling Stockholders (Incorporated by reference,
to Exhibit
4.2 to the Company’s SB-2 filed on October 20, 2003)
|
4.3
|
Investor
Rights Agreement dated September 18, 2003 between the Company and
certain
of the Selling Stockholders (Incorporated by reference, to Exhibit
4.3 to
the Company’s SB-2 filed on October 20, 2003)
|
4.4
|
Form
of Common Stock Purchase Warrant issued by the Company to the Selling
Stockholders (Incorporated by reference, to Exhibit 4.4 to Company’s SB-2
filed on October 20, 2003)
|
4.5 |
Warrant
and Common Stock Purchase Agreement dated May 25, 2005 among the
Company
and the several purchasers thereunder (Incorporated by reference,
to
Exhibit 4.5 to Company’s SB-2 filed on June 16, 2005)
|
4.6 |
Registration
Rights Agreement dated May 25, 2005 among the purchasers under
the Warrant
and Common Stock Purchase Agreement of even date therewith (Incorporated
by reference, to Exhibit 4.6 to Company’s SB-2 filed on June 16, 2005)
|
5.1*
|
Opinion
of Reed Smith LLP
|
9.1
|
First
Amended and Restated Shareholders Agreement dated May 25, 2005,
between
the Company and various common stock holders (Incorporated by reference,
to Exhibit 9.1 to Company’s Pre-Effective Amendment No. 1 to Form SB-2
filed on June 16, 2005)
|
10.1
|
Employment
offer letter executed by Steven H. Kane (Incorporated by reference
to
Exhibit 10.1 to the Company’s 10-QSB filed on January 13,
2006)
|
10.2
|
Board
appointment executed by G. Kirk Raab (Incorporated by reference,
to
Exhibit 10.4 to the Company’s 10-KSB/A filed on September 24, 2003)
|
10.3
|
Form
of Option Agreement (Incorporated by reference, to Exhibit 10.6
to the
Company’s 10-KSB/A filed on September 24, 2003)
|
10.4
|
Equipment
Lease Agreement between the Company and Waters Technologies Corporation
(Incorporated by reference, to Exhibit 10.5 to the Company’s 10-KSB/A
filed on September 24, 2003)
|
10.5
|
Real
Estate Lease between the Company and Kleinfeld Commercial Brokerage,
LLC
(Incorporated by reference, to Exhibit 10.5 to the Company’s 10-KSB/A
filed on September 24, 2003)
|
10.6
|
Frame
Contract between the Company and Eurogentec S.A. (Incorporated
by
reference, to Exhibit 10.5 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.7
|
Project
Assignment 2 between the Company and Eurogentec S.A. (Incorporated
by
reference, to Exhibit 10.5 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.8
|
Assignment
of Intellectual Property from Alex LLC to the Company (Incorporated
by
reference, to Exhibit 10.8 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.9
|
Assignment
of Intellectual Property from Dr. Paul Mann to the Company (Incorporated
by reference, to Exhibit 10.8 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.10
|
Project
Assignment 1 between the Company and Eurogentec, S.A. (Incorporated
by
reference, to Exhibit 10.5 to the Company’s 10-KSB/A filed September 24,
2003)
|
10.11
|
Stock
Redemption Agreement dated August 15, 2003, by and between the
Company,
Paul L. Mann, Leslie A. McCament-Mann, Gail Stewe and Elizabeth
Sarah Anne
Wiley (Incorporated by reference, to Exhibit 10.10 to the Company’s
10-KSB/A filed on September 24, 2003)
|
10.12
|
Letter
dated August 21, 2003 from Paul L. Mann to the Company (Incorporated
by
reference, to Exhibit 10.11 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.13
|
Promissory
Note dated August 15, 2003, issued by the Company in favor of John
E.
Doherty (Incorporated by reference, to Exhibit 10.7 to the Company’s
10-KSB/A filed on September 24, 2003)
|
10.14
|
Promissory
Note dated August 15, 2003, issued by the Company in favor of Steven
H.
Kane (Incorporated by reference, to Exhibit 10.7 to the Company’s 10-KSB/A
filed on September 24, 2003)
|
10.15
|
Continuing
and Unconditional Guaranty executed by John E. Doherty (Incorporated
by
reference, to Exhibit 10.2 to the Company’s 10-SB filed on December 6,
1999)
|
10.16
|
Continuing
and Unconditional Guaranty executed by James K. Strattman (Incorporated
by
reference, to Exhibit 10.3 to the Company’s 10-SB filed on December 6,
1999)
|
10.17
|
Form
of Confidential Disclosure Agreement (Incorporated by reference,
to
Exhibit 10.5 to the Company’s 10-SB filed on December 6, 1999)
|
10.18
|
Technology
License Agreement dated November 17, 1999, between the Company
and Alex,
LLC (Incorporated by reference, to Exhibit 10.4 to the Company’s 10-SB
filed on December 6, 1999)
|
10.19
|
Offer
of Employment to Joseph Dervan dated January 20, 2003 (Incorporated
by
reference, to Exhibit 10.4 to the Company’s 10-KSB/A filed on September
24, 2003)
|
10.20
|
Modified
lease agreement with Union Square LP, dated November 18, 2005 (Incorporate
by reference to Exhibit 99.1 to the Form 8-K filed and filed with
the
Securities and Exchange Commission on November 22,
2005)
|
10.21
|
Employment
offer letter executed by Hector W. Alila (Incorporated by reference,
to
Exhibit 10.1 to the Company’s 10-QSB filed on January 14,
2005)
|
10.22 |
Employment
offer letter executed by Marc L. Rose (Incorporated by reference,
to
Exhibit 10.2 to the Company’s
10-QSB filed on January 14, 2005)
|
10.23 |
Employment
off letter executed by Victor S. Sloan (Incorporated by reference,
to
Exhibit 10.1 to the Company’s
Form 10-QSB filed on October 14,
2005)
|
10.24
|
Clinical
Study Agreement executed October 19, 2005 between the Company and
PAREXEL
International LLC (Incorporated by reference to Exhibit 10.2 to
the
Company’s 10-QSB filed on January 13,
2006)
|
23.1* |
Consent
of Grant Thornton LLP
|
23.2* |
Consent
of Reed Smith LLP (Contained in Exhibit 5.1 to this Registration
Statement)
|
24.1*
|
Power
of Attorney (Contained on the signature page to this Registration
Statement)
|
* |
Filed
herewith
|