T
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d)
|
||
OF
THE SECURITIES EXCHANGE ACT OF 1934
|
*
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d)
|
||
OF
THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
11-3516358
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer
Identification
No.)
|
PAGE
|
|
|
|
|
|
1
|
|
2
|
|
3
|
|
4
|
|
5
|
|
15
|
|
30
|
|
|
|
32
|
|
32
|
|
32
|
|
32
|
|
32
|
|
33
|
September
30,
2005
|
December
31,
2004
|
||||||
(Unaudited)
|
|||||||
ASSETS
|
|||||||
Current
Assets
|
|||||||
Cash
and cash equivalents
|
$
|
4,311,765
|
$
|
1,015,979
|
|||
Short-term
investments
|
7,383,033
|
-
|
|||||
Prepaid
expenses and other
|
31,440
|
16,195
|
|||||
Total
Current Assets
|
11,726,238
|
1,032,174
|
|||||
Equipment,
Net (note
3)
|
180,320
|
189,623
|
|||||
Intangible
Assets
(note 4)
|
347,528
|
-
|
|||||
Total
Assets
|
$
|
12,254,086
|
$
|
1,221,797
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|||||||
Current
Liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
584,321
|
$
|
435,968
|
|||
Current
portion of long-term obligation (note 4)
|
187,500
|
-
|
|||||
Total
Current Liabilities
|
771,821
|
435,968
|
|||||
Long-term
obligation, net of current portion (note 4)
|
30,149
|
-
|
|||||
Long-term
convertible debt (note 5)
|
5,150,000
|
-
|
|||||
Deferred
revenue (note 6)
|
1,293,750
|
1,350,000
|
|||||
Total
Liabilities
|
7,245,720
|
1,785,968
|
|||||
Commitments
and Contingencies
|
|||||||
Stockholders'
Equity (Deficit) (note
7):
|
|||||||
Common
Stock, par value $0.0001 at September 30, 2005 and $0.01 at December
31,
2004
|
4,571
|
76,281
|
|||||
Additional
Paid In Capital
|
16,101,450
|
7,214,331
|
|||||
Accumulated
Deficit During the Development Stage
|
(11,097,655
|
)
|
(7,854,783
|
)
|
|||
Total
Stockholders' Equity (Deficit)
|
5,008,366
|
(564,171
|
)
|
||||
Total
Liabilities and Stockholders' Equity (Deficit)
|
$
|
12,254,086
|
$
|
1,221,797
|
Cumulative
from
March
19, 2001
(Inception)
to
September
30,
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
||||||||||||||
2005
|
2005
|
2004
|
2005
|
2004
|
||||||||||||
Revenue
|
||||||||||||||||
Interest
and other income
|
$
|
295,150
|
$
|
57,542
|
$
|
22,403
|
$
|
94,311
|
$
|
51,255
|
||||||
Research
|
206,250
|
18,750
|
18,750
|
56,250
|
56,250
|
|||||||||||
501,400
|
76,292
|
41,153
|
150,561
|
107,505
|
||||||||||||
Expenses
|
||||||||||||||||
General
and administrative
|
5,134,076
|
682,789
|
386,231
|
1,879,620
|
799,610
|
|||||||||||
Research
and development
|
4,707,871
|
185,334
|
619,224
|
740,771
|
1,489,767
|
|||||||||||
Stock
option compensation expense (note 8)
|
1,234,271
|
238,118
|
88,771
|
465,427
|
251,159
|
|||||||||||
Patent
fees
|
156,542
|
52,039
|
-
|
107,481
|
9,748
|
|||||||||||
Interest
|
141,707
|
59,808
|
1,993
|
137,027
|
2,993
|
|||||||||||
Depreciation
|
224,588
|
30,074
|
9,530
|
63,107
|
32,821
|
|||||||||||
11,599,055
|
1,248,162
|
1,105,749
|
3,393,433
|
2,586,098
|
||||||||||||
Net
Loss
|
$
|
(11,097,655
|
)
|
$
|
(1,171,870
|
)
|
$
|
(1,064,596
|
)
|
$
|
(3,242,872
|
)
|
$
|
(2,478,593
|
)
|
|
Loss
per weighted average number of shares outstanding basic and
diluted
|
$
|
(0.03
|
)
|
$
|
(0.03
|
)
|
$
|
(0.08
|
)
|
$
|
(0.06
|
)
|
||||
Weighted
average number of shares outstanding basic and diluted
|
43,943,795
|
38,133,330
|
40,648,411
|
38,133,330
|
Number
of
Shares
|
Common
Stock
|
Additional
Paid
In
Capital
|
Accumulated
Deficit
During
the
Development
State
|
Total
Stockholders'
Equity
|
||||||||||||
Opening
balance, March 19, 2001
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
Common
shares issued
|
7,126,666
|
71,266
|
4,448,702
|
-
|
4,519,968
|
|||||||||||
Net
loss
|
-
|
-
|
-
|
(625,109
|
)
|
(625,109
|
)
|
|||||||||
Balance,
December 31, 2001
|
7,126,666
|
71,266
|
4,448,702
|
(625,109
|
)
|
3,894,859
|
||||||||||
Net
loss
|
-
|
-
|
-
|
(1,181,157
|
)
|
(1,181,157
|
)
|
|||||||||
Balance,
December 31, 2002
|
7,126,666
|
71,266
|
4,448,702
|
(1,806,266
|
)
|
2,713,702
|
||||||||||
Common
shares issued
|
500,000
|
5,000
|
1,995,000
|
-
|
2,000,000
|
|||||||||||
Stock
option compensation
|
-
|
-
|
538,074
|
-
|
538,074
|
|||||||||||
Net
loss
|
-
|
-
|
-
|
(2,775,075
|
)
|
(2,775,075
|
)
|
|||||||||
Balance,
December 31, 2003
|
7,626,666
|
76,266
|
6,981,776
|
(4,581,341
|
)
|
2,476,701
|
||||||||||
Common
shares issued
|
1,500
|
15
|
1,785
|
-
|
1,800
|
|||||||||||
Stock
option compensation
|
-
|
-
|
230,770
|
-
|
230,770
|
|||||||||||
Net
loss
|
-
|
-
|
-
|
(3,273,442
|
)
|
(3,273,442
|
)
|
|||||||||
Balance,
December 31, 2004
|
7,628,166
|
76,281
|
7,214,331
|
(7,854,783
|
)
|
(564,171
|
)
|
|||||||||
Stock
split (5 for 1)
|
30,512,664
|
(72,467
|
)
|
72,467
|
-
|
-
|
||||||||||
Common
shares issued in connection with the merger
|
3,397,802
|
340
|
(340
|
)
|
-
|
-
|
||||||||||
Stock
option compensation
|
-
|
-
|
465,427
|
-
|
465,427
|
|||||||||||
Common
shares issued for cash
|
4,175,000
|
417
|
8,349,565
|
-
|
8,349,982
|
|||||||||||
Net
loss (unaudited)
|
-
|
-
|
-
|
(3,242,872
|
)
|
(3,242,872
|
)
|
|||||||||
Balance,
September 30, 2005
|
45,713,632
|
$
|
4,571
|
$
|
16,101,450
|
$
|
(11,097,655
|
)
|
$
|
5,008,366
|
Cumulative
from
March
19, 2001
(Inception)
to
September
30,
|
Nine
Months Ended
September
30,
|
|||||||||
2005
|
2005
|
2004
|
||||||||
Cash
Flows from Operating Activities:
|
||||||||||
Net
loss
|
$
|
(11,097,655
|
)
|
$
|
(3,242,872
|
)
|
$
|
(2,478,593
|
)
|
|
Adjustments
to reconcile net loss to net cash (used in) operating
activities:
|
||||||||||
Depreciation
|
224,588
|
63,107
|
32,821
|
|||||||
Stock
option compensation expense
|
1,234,271
|
465,427
|
251,159
|
|||||||
Deferred
revenue
|
1,293,750
|
(56,250
|
)
|
(56,250
|
)
|
|||||
Changes
in assets and liabilities
|
||||||||||
Prepaid
expenses and other
|
(31,440
|
)
|
(15,245
|
)
|
(10,034
|
)
|
||||
Accounts
payable and accrued expenses
|
584,321
|
148,354
|
(43,677
|
)
|
||||||
Net
Cash Used in Operating Activities
|
(7,792,165
|
)
|
(2,637,479
|
)
|
(2,304,574
|
)
|
||||
Cash
Flows from Investing Activities:
|
||||||||||
Short-term
investments
|
(7,383,033
|
)
|
(7,383,033
|
)
|
2,000,000
|
|||||
Purchase
of equipment
|
(396,220
|
)
|
(45,117
|
)
|
(121,287
|
)
|
||||
Net
Cash (Used
in)
Provided by Investing
Activities
|
(7,779,253
|
)
|
(7,428,150
|
)
|
1,878,713
|
|||||
Cash
Flows from Financing Activities
|
||||||||||
Issuance
of common stock
|
14,871,750
|
8,349,982
|
-
|
|||||||
Proceeds
from long-term debt
|
5,150,000
|
5,150,000
|
140,000
|
|||||||
Principal
payments on long-term debt
|
(138,567
|
)
|
(138,567
|
)
|
-
|
|||||
Net
Cash Provided by Financing Activities
|
19,883,183
|
13,361,415
|
140,000
|
|||||||
Net
Increase (Decrease)
in Cash and Cash Equivalents
|
4,311,765
|
3,295,786
|
(285,861
|
)
|
||||||
Cash
and Cash Equivalents,
beginning of period
|
-
|
1,015,979
|
2,016,092
|
|||||||
Cash
and Cash Equivalents, end of period
|
$
|
4,311,765
|
$
|
4,311,765
|
$
|
1,730,231
|
||||
Supplemental
Cash Flow Information
|
||||||||||
Cash
paid for interest:
|
||||||||||
Interest
|
$
|
6,956
|
$
|
2,277
|
$
|
2,665
|
||||
Non-Cash
Investing and Financing Activities:
|
||||||||||
In
February 2005, the Company entered into a licensing agreement in
exchange
for debt of $356,215.
|
1.
|
Organization
and Summary of Significant Accounting
Policies
|
1.
|
Organization
and Summary of Significant Accounting Policies
(cont'd)
|
2.
|
Summary
of Significant Accounting
Policies
|
2.
|
Summary
of Significant Accounting Policies
(cont'd)
|
3.
|
Equipment,
Net
|
Cost
|
September
30, 2005
Accumulated
Depreciation
|
Cost
|
December
31, 2004
Accumulated
Depreciation
|
||||||||||
Furniture
and fixtures
|
$
|
30,943
|
$
|
13,350
|
$
|
30,943
|
$
|
8,551
|
|||||
Office
equipment
|
39,048
|
21,998
|
28,848
|
18,336
|
|||||||||
Lab
equipment
|
321,544
|
176,941
|
286,628
|
131,492
|
|||||||||
Computer
equipment
|
5,066
|
3,992
|
5,066
|
3,483
|
|||||||||
$
|
396,601
|
$
|
216,281
|
$
|
351,485
|
$
|
161,862
|
||||||
Net
carrying amount
|
$
|
180,320
|
$
|
189,623
|
Furniture
and fixtures
|
7
years
|
double
declining balance
|
|
Office
equipment
|
5
years
|
double
declining balance
|
|
Lab
equipment
|
7
years
|
double
declining balance
|
|
Computer
equipment
|
3
years
|
straight
line
|
4.
|
Intangible
Assets
|
5.
|
Long-Term
Debt
|
September
30,
2005
|
December
31,
2004
|
||||||
6%
Convertible Note (a)
|
$
|
3,850,000
|
$
|
-
|
|||
Convertible
Note (b)
|
1,300,000
|
-
|
|||||
$
|
5,150,000
|
$
|
-
|
a)
|
On
February 28, 2005, the Company issued, in a transaction exempt
from
registration under the Securities Act, $3,850,000 aggregate principal
amount of 6% convertible notes due on February
28,
|
5.
|
Long-Term
Debt (cont'd)
|
|
2008.
The notes are subject to conversion into shares of common stock
of the
Company, at the holder's option, at any time from and after the
earlier of
(i) the date of the first anniversary of the closing of the Acquisition
Merger and (ii) May 26, 2006 to the maturity date, February 28,
2008, at a
conversion price. The notes will be automatically converted upon
(i) the
closing of the sale of all or substantially all of the assets
of the
Company or any merger, consolidation or other business combination
and
(ii) the maturity date. The conversion price is equal to the
lesser of
$1.00 per share (as adjusted in the Acquisition Merger) and a
floating
price determined by the average of three lowest current market
prices of
Company common stock during the 40 calendar day period immediately
preceding conversion.
|
b)
|
On
August 8, 2005, the Company issued, in a transaction exempt from
registration under the Securities Act, $1,300,000 aggregate principal
amount of convertible notes due on August 8, 2008. The notes are
subject
to conversion into shares of common stock of the Company, at the
holder's
option, at any time from and after September 19, 2005 to the maturity
date, August 8, 2008 or upon the occurrence and continuation of
any events
of default at a conversion price of $2.00 per share. The notes
will be
automatically converted upon (i) the closing of the sale of all
or
substantially all of the assets of the Company or any merger,
consolidation or other business combination and (ii) the maturity
date.
The notes do not bear interest, except that any overdue principal
of the
notes will bear interest for each day from the maturity date to
the date
of actual payment, at a rate equal to 5% per annum, or, if an event
of
default occurs and is continuing, the notes will bear interest,
from the
date of the occurrence of such event of default until such event
of
default is cured or waived, at a rate equal to 5% per
annum.
|
6.
|
Deferred
Revenue
|
7.
|
Capital
Stock
|
Authorized
|
|||||||
500,000,000
shares of common stock, par value $0.0001
|
|||||||
September
30, 2005
|
December
31, 2004
|
||||||
45,713,632
shares (2004 7,628,166 shares, par value $0.01) of common
stock
|
$
|
4,571
|
$
|
76,281
|
7.
|
Capital
Stock (cont'd)
|
8.
|
Stock-Based
Compensation
|
Nine
Months Ended
September
30,
|
|||||||
2005
|
2004
|
||||||
Net
(loss), as reported
|
$
|
(3,242,872
|
)
|
$
|
(2,478,593
|
)
|
|
Add:
Stock based employee compensation expense recorded under APB No.
25
intrinsic value method
|
305,946
|
127,540
|
|||||
Deduct:
Stock based employee compensation expense determined under Fair Value
based method for all employee awards
|
(403,476
|
)
|
(143,184
|
)
|
|||
Pro
forma net loss
|
$
|
(3,340,402
|
)
|
$
|
(2,494,237
|
)
|
|
Net
loss per share:
|
|||||||
Basic
and diluted as reported
|
$
|
(0.08
|
)
|
$
|
(0.06
|
)
|
|
Basic
and diluted pro forma
|
$
|
(0.08
|
)
|
$
|
(0.07
|
)
|
|
Black
Scholes Methodology Weighted Average Assumptions:
|
|||||||
Dividend
yield
|
0
|
0
|
|||||
Volatility
|
7
|
%
|
1
|
%
|
|||
Risk-free
interest rate
|
4.13
|
%
|
4.54
|
%
|
|||
Expected
lives of options
|
5
years
|
5
years
|
8.
|
Stock-Based
Compensation (cont'd)
|
Nine
Months Ended September 30,
|
|||||||
2005
|
2004
|
||||||
Employee
|
$
|
306,896
|
$
|
112,340
|
|||
Non
employees
|
158,531
|
138,819
|
|||||
Stock
option compensation expense
|
$
|
465,427
|
$
|
251,159
|
Shares
Subject
to
Options
|
Weighted
Avg.
Option
Prices
|
||||||
Outstanding
at December 31, 2003
|
1,850,000
|
$
|
0.24
|
||||
Granted
|
1,300,000
|
0.24
|
|||||
Exercised
|
(7,500
|
)
|
0.24
|
||||
Cancelled
|
(367,500
|
)
|
0.24
|
||||
Outstanding
at December 31, 2004
|
2,775,000
|
0.24
|
|||||
Granted
|
3,810,000
|
0.50
|
|||||
Cancelled
|
(752,500
|
)
|
0.24
|
||||
Outstanding
at September 30, 2005
|
5,832,500
|
$
|
0.41
|
9.
|
Income
Taxes
|
10.
|
Government
Assistance
|
11.
|
Commitments
|
a)
|
In
April 2004, the Company entered into a clinical development agreement
with
Georgetown University with an effective period from April 5, 2004
through
April 5, 2006. The total estimated cost of the program is $223,126,
based
on the fees, enrolment and completion of 20 patients and is payable
based
on the progress of the treatment over the effective period of the
agreement. During the first nine months in 2005 and the 2004 fiscal
year,
the Company paid $0 and $17,426, respectively, towards the cost of
this
program. In addition, the Company extended a research agreement,
initially
entered into on January 1, 2004, until December 31, 2005 with Georgetown
University. For the nine-month period ended September 30, 2005, the
Company paid $60,000 in consideration of the
extension.
|
b)
|
On
August 17, 2004 the Company entered into an agreement for
Formatech, Inc. to monitor and perform stability studies on our drug
candidate, RX-0201. The total cost of these services is $46,700,
of which
$22,900 was paid in 2004, $5,200 was paid during the three months
ended
September 30, 2005, $5,200 is due during the fourth quarter of 2005,
$5,200 is due during 2006 and $8,200 is due during
2007.
|
c)
|
In
April 2004, the Company signed a 5 year lease for 8,030 square feet
of
office space in Rockville, Maryland commencing July 2004. The lease
requires annual base rents of $200,750 subject to annual increases
of 3%
of the preceding years adjusted base rent. Under the leasing agreement,
|
For
the year ended
December
31,
|
||||
2005
|
$
|
203,761
|
||
2006
|
209,874
|
|||
2007
|
216,170
|
|||
2008
|
222,656
|
|||
2009
|
112,973
|
|||
$
|
965,434
|
11.
|
Commitments
(cont'd)
|
d)
|
On
June 1, 2005, the Company signed a one year research project agreement
with the Korea Research Institute of Chemical Technology ("KRICT")
relating to the development of a synthetic process for the lead compound
of the quinoxalines acting on human cancer cells. In accordance with
the
agreement, the Company will pay KRICT a total sum of $100,000, of
which
$50,000 was paid in the three-month period ended September 30, 2005.
The
remaining $50,000 is due on or about October 30,
2005.
|
e)
|
On
August 1, 2005, the Company signed a one year contract with the University
of Massachusetts Medical School ("UMASS") to test proprietary drugs
in
preclinical behavioral assays of anxiety and cognition. The Company
agreed
to provide UMASS with a grant of $76,666, which includes the full
direct
and indirect costs of the preclinical study, payable in four equal
quarterly installments of $19,167. In the three-month period ended
September 30, 2005, the Company made one quarterly payment of
$19,167.
|
f)
|
On
August 3, 2005, the Company engaged Montgomery Pacific Group ("MPG")
to
act as the Company's financial advisor for a one-year term in connection
with its growth strategies, certain in-licensing activities and
acquisition of certain assets. In consideration of the services,
the
Company agreed to pay MPG an advisory fee, consisting of an initial
retainer fee and success fees subject to the successful closing of
licensing transactions, acquisitions and private placements. A retainer
fee of $50,000 was paid in the three-month period ended September
30,
2005.
|
12.
|
Comparative
Information
|
·
|
our
lack of profitability, our auditor's going concern qualification
and the
need for additional capital to operate our
business;
|
·
|
our
ability to obtain the necessary U.S. and worldwide regulatory approvals
for our drug candidates;
|
·
|
successful
and timely completion of clinical trials for our drug
candidates;
|
·
|
demand
for and market acceptance of our drug
candidates;
|
·
|
the
availability of qualified third-party researchers and manufacturers
for
our drug development programs;
|
·
|
our
ability to develop and obtain protection of our intellectual property;
and
|
·
|
other
risks and uncertainties, including those detailed from time to time
in our
filings with the Securities and Exchange Commission.
|
•
|
the
progress of our product development
activities;
|
•
|
the
number and scope of our product development
programs;
|
•
|
the
progress of our pre-clinical and clinical trial
activities;
|
•
|
the
progress of the development efforts of parties with whom we have
entered
into collaboration agreements;
|
•
|
our
ability to maintain current collaboration programs and to establish
new
collaboration arrangements;
|
•
|
the
costs involved in prosecuting and enforcing patent claims and other
intellectual property rights; and
|
•
|
the
costs and timing of regulatory
approvals.
|
•
|
continue
to undertake pre-clinical development and clinical trials for our
current
and new drug candidates;
|
•
|
seek
regulatory approvals for our drug
candidates;
|
•
|
implement
additional internal systems and
infrastructure;
|
•
|
seek
to license in additional technologies to develop;
and
|
•
|
hire
additional personnel.
|
•
|
continuing
to undertake pre-clinical development and clinical
trials;
|
•
|
participating
in regulatory approval processes;
|
•
|
formulating
and manufacturing products; and
|
•
|
conducting
sales and marketing activities.
|
•
|
delay
commercialization of, and our ability to derive product revenues
from, our
drug candidates;
|
•
|
impose
costly procedures on us; and
|
•
|
diminish
any competitive advantages that we may otherwise
enjoy.
|
•
|
unforeseen
safety issues;
|
•
|
determination
of dosing issues;
|
•
|
lack
of effectiveness during clinical
trials;
|
•
|
reliance
on third party suppliers for the supply of drug candidate
samples;
|
•
|
slower
than expected rates of patient
recruitment;
|
•
|
inability
to monitor patients adequately during or after
treatment;
|
•
|
inability
or unwillingness of medical investigators and institutional review
boards
to follow our clinical protocols;
and
|
•
|
lack
of sufficient funding to finance the clinical
trials.
|
•
|
perceptions
by members of the health care community, including physicians, about
the
safety and effectiveness of our
drugs;
|
•
|
pharmacological
benefit and cost-effectiveness of our product relative to competing
products;
|
•
|
availability
of reimbursement for our products from government or other healthcare
payers;
|
•
|
effectiveness
of marketing and distribution efforts by us and our licensees and
distributors, if any; and
|
•
|
the
price at which we sell our
products.
|
•
|
We
may be unable to identify manufacturers on acceptable terms or at
all
because the number of potential manufacturers is limited and the
FDA must
approve any replacement manufacturer. This approval would require
new
testing and compliance inspections. In addition, a new manufacturer
would
have to be educated in, or develop substantially equivalent processes
for,
the production of our products after receipt of FDA approval, if
any.
|
•
|
Our
third-party manufacturers might be unable to formulate and manufacture
our
drugs in the volume and of the quality required to meet our clinical
and
commercial needs. For example, we experienced a two-month delay in
the
development timeline for RX-0201 due to delays in obtaining RX-0201
samples.
|
•
|
Our
contract manufacturers may not perform as agreed or may not remain
in the
contract manufacturing business for the time required to supply our
clinical trials or to successfully produce, store and distribute
our
products.
|
•
|
Drug
manufacturers are subject to ongoing periodic unannounced inspections
by
the FDA, the Drug Enforcement Agency, or DEA, and corresponding state
agencies to ensure strict compliance with good manufacturing practice
and
other government regulations and corresponding foreign standards.
We do
not have control over third-party manufacturers' compliance with
these
regulations and standards, but we may be ultimately responsible for
any of
their failures.
|
•
|
If
any third-party manufacturer makes improvements in the manufacturing
process for our products, we may not own, or may have to share, the
intellectual property rights to the
innovation.
|
•
|
developing
drugs;
|
•
|
undertaking
pre-clinical testing and human clinical trials;
|
•
|
obtaining
FDA and other regulatory approvals of
drugs;
|
•
|
formulating
and manufacturing drugs; and
|
•
|
launching,
marketing and selling drugs.
|
•
|
the
degree and range of protection any patents will afford us against
competitors, including whether third parties will find ways to invalidate
or otherwise circumvent our licensed
patents;
|
•
|
if
and when patents will issue;
|
•
|
whether
or not others will obtain patents claiming aspects similar to those
covered by our licensed patents and patent applications; or
|
•
|
whether
we will need to initiate litigation or administrative proceedings
which
may be costly whether we win or
lose.
|
•
|
obtain
licenses, which may not be available on commercially reasonable terms,
if
at all;
|
•
|
redesign
our products or processes to avoid infringement;
|
•
|
stop
using the subject matter claimed in the patents held by others, which
could cause us to lose the use of one or more of our drug candidates;
|
•
|
pay
damages; or
|
•
|
defend
litigation or administrative proceedings which may be costly whether
we
win or lose, and which could result in a substantial diversion of
our
management resources.
|
Controls
and Procedures
|
Legal
Proceedings
|
Unregistered
Sales of Securities and Use of
Proceeds
|
Defaults
Upon Senior Securities
|
Submission
of Matters to a Vote of Security
Holders
|
Other
Information
|
Exhibit
Number
|
Description
|
4.1
|
Form
of Convertible Note is incorporated by reference to Exhibit 4.1 to
the
Company's Current Report on Form 8-K filed on August 11,
2005.
|
10.1
|
Form
of Subscription Agreement is incorporated by reference to Exhibit
10.1 to
the Company's Current Report on Form 8-K filed on August 11,
2005.
|
Certification
of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)
|
|
Certification
of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)
|
|
Certification
of Chief Executive Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350
|
|
Certification
of Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350
|
|
||
REXAHN PHARMACEUTICALS, INC. | ||
/s/
Ted T.H. Jeong
|
||
Name:
Ted T. H. Jeong
|
||
Title:
Chief Financial Officer and Secretary
|
||
Date:
November 14, 2005
|
||
|
||
|
Exhibit
Number
|
Description
|
4.1
|
Form
of Convertible Note is incorporated by reference to Exhibit 4.1 to
the
Company's Current Report on Form 8-K filed on August 11,
2005.
|
10.1
|
Form
of Subscription Agreement is incorporated by reference to Exhibit
10.1 to
the Company's Current Report on Form 8-K filed on August 11,
2005.
|
31.1
|
Certification
of Chief Executive Officer of Periodic Report Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)
|
31.2
|
Certification
of Chief Financial Officer of Periodic Report Pursuant to Rule 13a-15(e)
or Rule 15d-15(e)
|
32.1
|
Certification
of Chief Executive Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350
|
32.2
|
Certification
of Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C.
Section 1350
|