United States
Securities & Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
Commission file number 333-103781
ProUroCare Medical Inc.
(Exact name of small business issuer as specified in its charter)
Nevada 20-1212923
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Carlson Parkway, Suite 124
Plymouth, Minnesota 55447
(Address of principal executive offices)
952-476-9093
(Issuer's telephone number)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 13,803,613 shares of common
stock outstanding as of July 14, 2004, par value $.00001 per share.
Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
ProUroCare Medical Inc.
Form 10-QSB
Quarter Ended June 30, 2004
Table of Contents
Page
No.
PART I. Financial Information.......................................[1]
Item 1. Financial Statements
Consolidated balance sheets.................................[1]
Consolidated statements of operations.......................[2]
Consolidated statements of cash flows.......................[3]
Notes to consolidated financial statements..................[4]
Item 2. Management's Discussion and Analysis or Plan of Operation .[10]
Item 3. Controls and Procedures....................................[17]
PART II. Other Information..........................................[18]
Item 1. Legal Proceedings..........................................[18]
Item 2. Changes in Securities and USE OF PROCEEDS..................[18]
Item 6. Exhibits and Reports on Form 8-K...........................[19]
SIGNATURES .................................................................[20]
CERTIFICATIONS .............................................................[21]
Item 1. Financial Statements
ProUroCare Medical Inc. (formerly Global Internet Communications, Inc.)
Consolidated Balance Sheets
June 30, December 31,
2004 2003
Assets (Unaudited) (Audited)
----------- -----------
Current assets:
Cash $ 2,073,047 $ 8,968
Deposit 30,000 30,000
Other current assets 47,531 14,469
----------- -----------
Total current assets 2,150,578 53,437
Equipment and furniture, net 4,779 6,195
Debt issuance costs, net -- 72,594
----------- -----------
$ 2,155,357 $ 132,226
=========== ===========
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
Line of credit, bank $ -- $ 860,000
Notes payable 650,000 --
Accounts payable 539,210 774,436
Accrued expenses 227,795 404,779
License obligation -- 25,000
Due to CS Medical Technologies, LLC -- 26,000
Due to Clinical Network, Inc. 8,943 33,244
----------- -----------
Total current liabilities 1,425,948 2,123,459
Shareholders' equity (deficit:)
Common stock, $0.00001 par value. Authorized
100,000,000 shares; issued and outstanding
13,803,613 and 10,503,003 shares on June 30, 2004
and December 31, 2003, respectively 138 105
Additional paid-in capital 7,521,153 3,866,655
Deficit accumulated during the development stage (6,791,882) (5,857,993)
----------- -----------
Total shareholders' equity (deficit) 729,409 (1,991,233)
----------- -----------
$ 2,155,357 $ 132,226
=========== ===========
See accompanying notes to financial statements.
1
ProUroCare Medical Inc. (formerly Global Internet Communications, Inc.)
Consolidated Statements of Operations
(Unaudited)
Period from
August 17,1999
Three months ended June 30, Six months ended June 30, (inception)
---------------------------- ---------------------------- to June 30,
2004 2003 2004 2003 2004
------------ ------------ ------------ ------------ ------------
Operating expenses:
Research and development $ 22,230 $ 187,060 $ 22,230 $ 276,197 $ 3,441,392
General and administrative 565,542 342,638 856,253 715,351 3,169,333
------------ ------------ ------------ ------------ ------------
Total operating expenses 587,772 529,698 878,483 991,548 6,610,725
------------ ------------ ------------ ------------ ------------
Operating loss (587,772) (529,698) (878,483) (991,548) (6,610,725)
Interest income (7,419) -- (7,419) -- (7,419)
Interest expense 27,452 26,777 62,825 50,666 188,576
------------ ------------ ------------ ------------ ------------
Net loss $ (607,805) $ (556,475) $ (933,889) $ (1,042,214) $ (6,791,882)
============ ============ ============ ============ ============
Net loss per common share:
Basic and diluted $ (0.04) $ (0.05) $ (0.08) $ (0.10) $ (1.13)
Weighted average number
of shares outstanding:
Basic and diluted 13,593,075 10,503,003 12,039,503 10,503,003 6,017,258
See accompanying notes to financial statements.
2
ProUroCare Medical Inc. (formerly Global Internet Communications, Inc.)
Consolidated Statements of Cash Flows
(Unaudited)
Period from
August 17,1999
Six months ended June 30, (inception)
-------------------------- to June 30,
2004 2003 2004
----------- ----------- -----------
Cash flows from operating activities:
Net loss $ (933,889) $(1,042,214) $(6,791,882)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 1,416 2,138 6,164
Stock-based compensation 75,945 79,374 370,153
Issuance of common stock for services rendered -- -- 103,166
Warrants issued for services 309,794 187,060 497,344
Amortization of debt issuance costs 72,594 51,858 216,112
License rights expensed as research and development,
paid by issuance of common stock to CS Medical
Technologies, LLC -- -- 475,000
License rights expensed as research and development,
paid by issuance of common stock to Profile, LLC -- -- 1,713,600
Changes in operating assets and liabilities:
Deposits -- (41) (30,000)
Other current assets (33,062) (17,142) (47,531)
Accounts payable (235,226) 90,278 551,915
Accrued expenses (99,759) 208,723 305,020
License obligation (25,000) -- --
----------- ----------- -----------
Net cash used in operating activities (867,187) (439,966) (2,630,939)
----------- ----------- -----------
Cash flows from investing activities:
Purchases of equipment and furniture -- -- (10,943)
----------- ----------- -----------
Net cash used in investing activities -- -- (10,943)
----------- ----------- -----------
Cash flows from financing activities:
Net advances from (payments to) line of credit, bank (860,000) 500,000 --
Payment for recession of common stock (100,000) -- (100,000)
Net advances from (payments to) Clinical Network, Inc. (24,301) (75,000) 8,943
Net advances from (payments to) CS Medical Technologies, LLC (26,000) -- --
Cost of reverse merger (143,933) -- (143,933)
Net proceeds from issuance of common stock 4,085,500 -- 4,949,919
----------- ----------- -----------
Net cash provided by financing activities 2,931,266 425,000 4,714,929
----------- ----------- -----------
Net increase (decrease) in cash 2,064,079 (14,966) 2,073,047
Cash, beginning of the period 8,968 14,996 --
----------- ----------- -----------
Cash, end of the period $ 2,073,047 $ 30 $ 2,073,047
=========== =========== ===========
Supplemental cash flow information:
Cash paid for interest $ 52,248 $ 19,630 $ 91,290
Non-cash investing and financing activities:
Assumption of liabilities in the Profile, LLC transaction $ -- $ -- $ 25,000
Warrants issued for debt issuance costs $ -- $ 64,287 $ 216,112
Issuance of note payable for redemption of common stock $ 650,000 $ -- $ 650,000
Common stock issued in lieu of cash for accounts payable $ 77,225 $ 12,705 $ 180,391
See accompanying notes to financial statements.
3
ProUroCare Medical Inc.
(formerly Global Internet Communications, Inc.)
Notes to Consolidated Financial Statements
June 30, 2004 and 2003 and the period from
August 17, 1999 (inception) to June 30, 2004
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Description of Business, Development Stage Activities, and Basis of
Presentation. ProUroCare Medical Inc. (formerly Global Internet Communications,
Inc.) (the "Company") is a development stage company that is developing
diagnostic equipment and treatments for enlarged prostates and other male
urological conditions. The Company's developmental activities have included the
acquisition of several technology licenses, the development of a strategic
business plan and a senior management team, product development, and fund
raising activities.
On April 20, 2004 Global Internet Communications Inc ("GICI") filed a
Current Report on Form 8-K with the Securities and Exchange Commission reporting
the merger of GIC Acquisition Corp. ("Acquisition Co.") (then a wholly owned
subsidiary of GICI), with and into ProUroCare Inc. ("ProUroCare") (Note 2). As
described in the Current Report, for accounting purposes, the merger was
accounted for as a reverse acquisition, with ProUroCare remaining as the
surviving company and a wholly owned operating subsidiary of GICI. The
historical financial statements of ProUroCare become the historical financial
statements of GICI, and the assets and liabilities of GICI are accounted for as
required under the purchase method of accounting. Results of operations of GICI
are included in the financial statements from April 5, 2004, the effective date
of the merger. All share data has been restated to give effect of the merger
under which each ProUroCare share was converted into 3 shares of GICI (Note 3).
Change of Name; Trading Symbol. Effective April 26, 2004, the Company
changed its name from Global Internet Communications, Inc. to ProUroCare Medical
Inc., pursuant to a short-form merger with a wholly owned subsidiary formed for
the sole purpose of effecting the name change, as allowed under Nevada corporate
law. On May 5, 2004 the Company's trading symbol changed to "PRRC".
Interim Financial Information. The accompanying unaudited financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America and pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission (the "SEC") for
interim financial information. Accordingly, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been omitted pursuant to such rules and regulations. Operating results for
the three and six months ended June 30, 2004 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2004. The
accompanying financial statements and related notes should be read in
conjunction with the audited financial statements of ProUroCare Medical Inc.
(formerly Global Internet Communications, Inc.), and notes thereto, for the
fiscal year ended December 31, 2003, contained in its Annual Report on Form
10-KSB for the year ended December 31, 2003 and with ProUroCare's audited
financial statements, and notes thereto, for the fiscal year ended December 31,
2003, included as an exhibit to our Current Report on Form 8-K, filed on April
20, 2004.
4
The financial information furnished reflects, in the opinion of
management, all adjustments, consisting of normal recurring accruals, necessary
for a fair presentation of the results of the interim periods presented.
Revenue Recognition. ProUroCare will recognize revenue from the sale of
proposed systems when delivered to the customer, and will recognize revenue from
disposable product sales at the time of shipment. The Company anticipates
placing systems with customers under a variety of programs for both evaluation
and long-term use, retaining ownership of these systems. Revenue will be
recognized when title is transferred to the customer. These programs are
designed to expand access to the technology, and thus expand the market for
related disposable products. This generally allows the charging of a higher
price for each disposable product.
Research and Development Costs. Research and development costs are
expensed as incurred.
Net Loss Per Common Share. Basic and diluted loss per common share is
computed by dividing net loss by the weighted-average number of common shares
outstanding for the reporting period. Stock options and warrants are included in
the calculation of diluted net income per share, using the treasury stock
method, when the result is anti-dilutive. For both the three and six months
ended June 30, 2004, 1,285,000 options and 3,545,631 warrants were excluded
since their effect is anti-dilutive. For both the three and six months ended
June 30, 2003, 320,000 options and 1,481,887 warrants were excluded since their
effect is anti-dilutive.
Stock-Based Compensation. Effective August 17, 1999, the Company adopted
the fair value recognition provisions of FASB Statement of Financial Accounting
Standards (SFAS) No. 123 (SFAS 123), "Accounting for Stock-Based Compensation,"
to record option and warrant issuances, including stock-based employee
compensation. The Company's policy is to grant stock options at fair value at
the date of grant, and to record the expense at fair value as required by SFAS
No. 123, using the Black Scholes pricing model.
At June 30, 2004, the Company has one stock-based employee compensation
plan. ProUroCare adopted a stock option plan in April, 2002 covering the
granting of options to employees and independent contractors. It permits the
Company to grant both incentive and nonqualified options, stock appreciation
rights, stock awards, restricted stock awards, performance shares and cash
awards.
The estimated fair value of each option grant is estimated on the date of
grant using the Black Scholes pricing model using certain assumptions for
expected dividend yield, volatility; risk-free interest rates and expected
option lives.
Note 2. Merger
Merger. Pursuant to an Agreement and Plan of Merger and Reorganization
dated as of April 2, 2004 (the "Merger Agreement"), by and among the Company,
GIC Acquisition Corp., a Minnesota corporation and wholly owned subsidiary of
the Company ("Acquisition Co.") and ProUroCare Inc., a privately held Minnesota
corporation ("ProUroCare"), Acquisition Co. merged with and into ProUroCare,
with ProUroCare remaining as the surviving company and a wholly owned operating
subsidiary of the Company (such transaction is hereinafter referred to as the
"Merger"). The Merger was effective as of April 5, 2004, when articles of merger
were filed with the Minnesota Secretary of State. On April 5, 2004, the Company
announced the effectiveness of the Merger through a press release and subsequent
Current Report on Form 8-K, filed on April 20, 2004.
5
Prior to the Merger, one ProUroCare shareholder, Profile, L.L.C.
("Profile") had dissented from the Merger proposal as the registered holder of
securities beneficially owned by certain shareholders holding, in the aggregate,
308,465 shares of ProUroCare's common stock. As described below, Profile and
ProUroCare entered into an agreement relative to these dissenting shareholders.
Concurrent with the consummation of the Merger, ProUroCare delivered
definitive documents related, among other things, to the purchase of 300,000
shares of ProUroCare common stock from the dissenting shareholders for $750,000;
and shareholders beneficially holding the remaining 8,465 shares of ProUroCare
common stock withdrew their dissents from the Merger. These redemption
transactions had the result of decreasing the aggregate number of shares of
ProUroCare common stock outstanding immediately prior to the Merger, and thereby
reduced the anticipated total number of shares of common stock of the Company
issued and outstanding immediately after the Merger.
At the effective time of the Merger, the legal existence of Acquisition
Co. ceased, and all 3,501,001 shares of common stock of ProUroCare that were
outstanding immediately prior to the Merger and held by ProUroCare shareholders
were cancelled, with one share of ProUroCare common stock issued to the Company.
Simultaneously, the former shareholders of ProUroCare common stock received an
aggregate of 9,603,003 shares of common stock of the Company, representing
approximately 82.1% of the Company's common stock outstanding immediately after
the Merger.
Settlement of Dispute with Profile L.L.C. Prior to the Merger, ProUroCare
was involved in a dispute with a significant shareholder, Profile, which also
licenses to ProUroCare certain intellectual property essential to the
development of the ProUroCare's main product, the Sensor Guided DRE(TM),
pursuant to a License Agreement (the "License Agreement"). Profile had alleged
that ProUroCare was in default of the License Agreement; and ProUroCare had
denied such default. Furthermore, the closing of the Offering was contingent
upon ProUroCare's resolving such dispute with Profile.
On March 23, 2004, ProUroCare and Profile entered into a Letter of
Understanding pursuant to which they agreed (effective upon April 5, 2004) to
the following, among other things:
o Profile withdrew its default letters and waived all existing
defaults under the License Agreement.
o ProUroCare committed to spend at least $1,200,000 in connection with
the development of the Sensor Guided DRE(TM).
o ProUroCare purchased 300,000 of the 308,465 (preconversion) shares
with respect to which dissenters' rights were exercised, for an
aggregate purchase price of $750,000, of which $100,000 was paid on
April 5, 2004. The remaining $650,000 is payable in two equal
quarterly installments of $325,000 commencing ninety days after
April 5, 2004, pursuant to promissory a note. This note is secured
by all of the assets of ProUroCare. Dissents for the remaining 8,465
shares were withdrawn, and participated in the Merger.
o Maurice Taylor, Chairman of ProUroCare (and the Company's Chairman),
agreed to certain restrictions on the sale of the shares of
ProUroCare (and shares of common stock of the Company) owned by him
until the above-described promissory note in favor of Profile is
paid in full.
o ProUroCare committed to provide Profile (the owner of 3,084,999
shares of the Company's common stock following the Merger) certain
registration rights.
6
Private Placement of the Company's Common Stock. In connection with the
Merger Agreement, the Company commenced a private placement offering of a
minimum of 1,500,000 and a maximum of 3,000,000 shares (including an available
overallotment) of common stock pursuant to Rule 506 promulgated under the
Securities Act of 1933, as amended. Shares of common stock issued and issuable
in the private placement are not registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or the availability of an applicable exemption therefrom. The initial closing
occurred on April 5, 2004, at which time the Company issued 1,980,000 shares at
$2.00 per share, aggregating to gross proceeds of $3.96 million. As of June 30,
2004, the Company issued an additional 85,000 shares at $2.00 per share,
aggregating to gross proceeds of $170,000.
As part of the private placement, a consultant was engaged by the Company
to provide financial-advisory services to the Company. Under terms of the
consulting arrangement, the consultant was paid $27,000, and issued a warrant
for 300,000 shares of common stock upon the first closing of the private
placement. The warrant has a three-year term and is exercisable at $2.00 per
share. Costs associated with the private placement were $44,500 during the six
months ended June 30, 2004, including amounts paid to the consultant.
Note 3. Shareholders' Equity
On February 16, 2004 Raymond John Demman was appointed as Chief Executive
Officer, Chief Financial Officer, and Director of the Company. Also on that
date, the Board of Directors authorized the issuance of 500,000 shares of the
Company's common stock to Mr. Demman in exchange for $5,000.
On March 5, 2004 the Company canceled 1,053,000 shares of common stock
held by the Company's previous officers and directors.
On March 26, 2004 the Company issued 650,000 shares of common stock to two
consultants pursuant to consulting agreements. The value of these services
(approximately $102,000) was expensed in the first quarter of 2004.
At the effective time of the Merger ProUroCare purchased 300,000 shares
with respect to which dissenters rights were exercised. The remaining 3,201,001
shares of common stock of ProUroCare outstanding immediately prior to the Merger
and held by ProUroCare shareholders were cancelled, with one share of ProUroCare
common stock issued to the Company. Simultaneously, the former shareholders of
ProUroCare common stock received an aggregate of 9,603,003 shares of common
stock of the Company, representing approximately 82.1% of the Company's common
stock outstanding immediately after the Merger.
On April 5, 2004, the Company had the first closing on its private
placement offering, at which time the Company issued 1,980,000 shares at $2.00
per share, aggregating to gross proceeds of $3.96 million. As of June 30, 2004
the Company issued an additional 85,000 shares at $2.00 per share, aggregating
to gross proceeds of $170,000.
Upon the closing of the Company's private placement and Merger on April 5,
2004, certain exercise-price protections and anti-dilution provisions of
warrants issued to guarantors of the Company's bank line of credit became
effective. Under the terms of these provisions, holders of warrants to purchase
642,870 shares of the Company's common stock at $2.33 per share became eligible
to purchase a total of 1,017,882 shares at $1.67 per share. These warrants were
valued using the Black Scholes pricing model. The Company recorded an additional
expense of $309,794 for the three and six months ended June 30, 2004.
Also on April 5, 2004, in connection with the Company's private placement,
the Company issued a warrant to purchase 300,000 shares of its common stock at
$2.00 per share to a consultant.
7
A vendor was issued 38,613 shares of the Company's common stock in May,
2004 as payment for product development work valued at $77,225.
Note 4. Note Payable
Concurrent with the merger and as part of the settlement of the Profile
dispute, ProUroCare purchased 300,000 shares with respect to which dissenters'
rights were exercised, for an aggregate purchase price of $750,000, of which
$100,000 was paid on April 5, 2004. The remaining $650,000 is payable in two
equal quarterly installments of $325,000 commencing ninety days after April 5,
2004, pursuant to terms of a promissory note issued by the Company. This note is
collateralized by all of the assets of ProUroCare and bears interest at a rate
of 6.5% per annum.
Note 5. Legal Proceeding
On April 2, 2004, Todd Leonard, the former President and Chief Operating
Officer of ProUroCare Inc., the Company's wholly owned subsidiary as of the date
of this report, commenced a lawsuit in Minnesota district court asserting
certain claims against ProUroCare Inc. and the Company that relate to Mr.
Leonard's separation of employment with ProUroCare Inc prior to the Merger. Mr.
Leonard's complaint seeks approximately $228,000 in monetary damages, injunctive
relief, punitive damages and fines under Minnesota law and payment of litigation
costs and attorneys' fees. The Company disputes Mr. Leonard's claims. The
Company does not believe that this litigation, even if finally determined
against it, would have a materially adverse effect on the Company or its
business.
Note 6. Subsequent Events
Research and Development Agreement. In July of 2004, the Company entered
into a Research and Development Agreement with Artann Laboratories ("Artann")
for ongoing research and development related to the Sensor Guided DRE(TM), and
other mutually agreed upon technologies. The scope of the Agreement includes
finalizing the design and development of a prototype system with certain
specified capabilities. Under terms of the Research and Development Agreement,
Artann is to be paid a total of $250,000 over three years, based on the
achievement of predefined development milestones. In addition, the Company is
obligated to issue five-year warrants having an exercise price of $2.00 per
share for up to 500,000 shares of its common stock. The warrants vest over the
three-year term of the Research and Development Agreement upon certain milestone
events described therein. Upon the execution and delivery of the Research and
Development Agreement, the Company issued three-year warrants for 100,000 shares
and having an exercise price of $2.00 per share. The warrants will be valued
using the Black Scholes pricing model and will be expensed at the time of
issuance as research and development expense. All new technology developed under
this Agreement will be assigned to the Company.
Development Agreement. In July of 2004, the Company entered into a
Development Agreement with Artann Laboratories and Armen Sarvazyan for ongoing
development pertaining specifically to the Sensor Guided DRE(TM). The scope of
the Agreement includes finalizing the design and development of a prototype
system with certain specified capabilities. The Agreement became effective July
15, 2004, has a term of five months, and requires payments totaling $180,000 to
be paid based on the achievement of predefined milestones.
8
Private Placement of the Company's Common Stock. As noted above, the
Company commenced a private placement of common stock in the first quarter of
2004. The initial closing occurred on April 5, 2004, at which time the Company
issued 1,980,000 shares at $2.00 per share, aggregating to gross proceeds of
$3.96 million. As of June 30, 2004 the Company issued an additional 85,000
shares with additional gross proceeds of $170,000. Subsequent to June 30, the
Company issued 140,000 shares, receiving gross proceeds of $280,000, and has now
closed the private placement. Expenses related to these additional shares issued
are estimated to be $25,000, including payments to a consultant under terms of a
consulting agreement dated April 5, 2004.
9
Item 2. Management's Discussion and Analysis or Plan of Operation
The accompanying Plan of Operation should be read in conjunction with
ProUroCare's audited financial statements, and notes thereto, for the fiscal
year ended December 31, 2003 included as an exhibit to our Current Report on
Form 8-K filed on April 20, 2004.
Company History
ProUroCare was initially founded by shareholders of Clinical Network Inc.
in August of 1999. Pursuant to the above-described Merger Agreement by and among
the Company, Acquisition Co. and ProUroCare Inc., Acquisition Co. merged with
and into ProUroCare, with ProUroCare remaining as the surviving company and a
wholly owned operating subsidiary of the Company. The Merger was effective as of
April 5, 2004, when articles of merger were filed with the Minnesota Secretary
of State. On April 5, 2004, the Company announced the effectiveness of the
Merger through a press release and subsequent Current Report on Form 8-K, filed
on April 20, 2004.
At the effective time of the Merger, the legal existence of Acquisition
Co. ceased, and all 3,501,001 shares of ProUroCare common stock outstanding
immediately prior to the Merger and held by ProUroCare shareholders were
cancelled, with one share of ProUroCare common stock issued to the Company.
Immediately prior to the Merger and as part of the settlement of the dispute
with Profile, ProUroCare redeemed 300,000 shares of ProUroCare common stock with
respect to which dissenters' rights were exercised. The non-dissenting former
shareholders of 3,201,001 shares of ProUroCare common stock received an
aggregate of 9,603,003 shares of common stock of the Company, representing
approximately 82.1% of the Company's common stock outstanding immediately after
the Merger. Effective April 26, 2004, the Company changed its name from Global
Internet Communications, Inc. to ProUroCare Medical Inc., pursuant to a
short-form merger with a wholly owned subsidiary formed for the sole purpose of
effecting the name change, as allowed under Nevada corporate law. On May 5, 2004
the Company's trading symbol changed to "PRRC".
Plan of Operation
Assets
ProUroCare's primary assets are cash and intellectual-property rights,
which are the foundation for the Company's proposed product offerings. At this
time, the Company does not anticipate purchasing or selling any significant
equipment or other assets in the near term.
Business Description
The Company's acquisition of ProUroCare has resulted in the Company
changing its primary business. The new business of the Company, which is the
business of the Company's subsidiary ProUroCare Inc., is summarized below.
History. ProUroCare is a medical-device company formed to develop and
market innovative products for the detection and treatment of male urologic
prostate disease, and was initially founded as a Minnesota corporation by
shareholders of Clinical Network Inc. ("CN") in August 1999. CN was originally
established in 1990 for the purpose of pursuing treatments for stress urinary
incontinence in women. In July 2001, CN began to collaborate with CS Medical
Technologies, L.L.C. ("CS"), a developer of microwave treatment technology for
prostate and cardiology treatments, in developing products for the male urology
market. At that time, ProUroCare acquired certain assets from CN and CS and
10
licensed the rights associated with minimally invasive microwave therapy
developed to treat prostate disease. In January 2002, ProUroCare purchased
certain assets from Profile L.L.C. ("Profile") and obtained a license from
Profile providing for worldwide exclusive rights to its prostate imaging system
and related patented technology (the "License Agreement"). ProUroCare has also
obtained an exclusive worldwide license relating to an imaging system developed
by Rensselaer Polytechnic Institute that allows one to monitor microwave therapy
changes to tissue in real time. Since January of 2002, ProUroCare has continued
to pursue the development of the technologies licensed from CS, CN, Profile and
Rensselaer Polytechnic Institute and has internally developed technology for
which a patent application has been filed.
The Disease. Prostate disease is a persistent disease with a dramatically
increasing prevalence. It is currently estimated that over 100 million digital
rectal examinations are given each year to monitor prostate disease and that
over 23 million men in the United States, Europe, and Japan suffer from moderate
to severe symptoms of prostate disease. Benign prostatic hyperplasia ("BPH"),
commonly known as "enlarged prostate," is the most common male urological
disease. BPH dramatically affects the quality of life of millions of men by
causing adverse changes in urinary voiding patterns.
Initial Product Offerings. ProUroCare's first product will be the Sensor
Guided DRE(TM), which is designed as a unique diagnostic imaging system that
will allow a physician to accurately display and chart a digital rectal
examination (or "DRE") for disease screening, diagnosis and nodule detection. A
DRE is a qualitative and subjective test in which physicians must rely on their
experience and the sensitivity of their finger to determine prostate size and
recognize the presence of hardness within the prostate that might indicate the
presence of potentially life-threatening disease. ProUroCare believes the Sensor
Guided DRE(TM)'s proprietary imaging system will produce a digital image of the
prostate that shows not only the size of the prostate, but also the location and
hardness of soft-tissue nodules within the prostate. The Sensor Guided DRE(TM)
is designed to allow a physician to detect hardness in the prostate more
accurately than with their finger, assess areas of the prostate that cannot be
reached with their finger, and produce quantifiable and chartable results.
ProUroCare intends to position this product as an improvement over the current
non-specific diagnostic DRE, and a complement to a Prostate Specific Antigen
(PSA) enzymatic test.
ProUroCare currently intends that its second proposed product, the
Procuro(R) system, will be a prostate therapy system designed to treat BPH. BPH
is commonly known as "enlarged prostate" and dramatically affects the quality of
life of millions of men by causing adverse changes in urinary voiding patterns.
The Procuro(R) system will be intended to be a non-surgical, catheter-based
therapy using a proprietary microwave technology to precisely and preferentially
heat diseased areas of the prostate to a temperature sufficient to cause cell
death. ProUroCare believes that the Procuro(R)'s unique and proprietary
Electrical Impedance Tomography - E.I.T. Vision System - will allow the
urologist to observe heat migration through the prostate during treatment while
protecting the urethral tissue and adjacent organs. Procuro(R) will also use a
focused-beam microwave array intended to direct treatment where it is needed
while avoiding healthy tissue. Real-time visioning of the prostate and the
ability to direct treatment will allow a physician to treat specific areas of
the prostate that may have localized cancer or BPH, without damaging healthy
prostate tissue or medial nerves, thus avoiding impotence and
erectile-dysfunction complications. ProUroCare believes that a Procuro(R)
procedure can be performed without general or regional anesthesia or intravenous
sedation, in a low-cost setting such as a physician's office or an outpatient
clinic. As a result, ProUroCare believes that the Procuro(R) system will be
positioned as an efficacious, safe and cost-effective procedure for the
treatment of BPH, minimizing the types of complications and side effects
inherent in most current treatments, and as such, will be well positioned to
address the needs of physicians, patients and payors. ProUroCare intends to
partner with a major thermotherapy system company to complete development of the
Procuro(R) system.
11
Feasibility of Sensor Guided DRE(TM) - Preliminary Lab Studies. Initial
lab studies with Sensor Guided DRE(TM) prototypes have demonstrated quantifiable
positive results. During the testing, a number of researchers and doctors were
asked to palpate different prostate models through an intermediate layer of soft
silicone and record their observations. Specific parameters including width and
length of the model, presence and location of nodules, depth of median groove,
and asymmetry of the model were noted. The Sensor Guided DRE(TM) was then used
to examine the models, and was found to evaluate all geometrical parameters more
accurately than the human finger, suggesting the opportunity for earlier
prostate disease detection and thereby improved therapy outcomes.
Clinical Trial Results. Initial human clinical testing of Sensor Guided
DRE(TM) demonstrated a direct comparison to Transrectal Ultrasound (TRUS)
results. During February 2000, the device was put through a series of
alpha-clinical trials. Results of the trials compared Sensor Guided DRE(TM) to
traditional DRE and to TRUS. The tests were conducted at the Veterans
Administration Medical Center in Minnesota, and the Grand Strand Urology Clinic
in Myrtle Beach, South Carolina. The initial DRE results indicated that the
Sensor Guided DRE(TM) directly correlated to the physician conducted DRE results
and also demonstrated a significant correlation to each patient's historical and
current status of prostate disease. ProUroCare anticipates that additional
comprehensive clinical trials for prostate imaging applications will be
initiated within the next several months.
The analysis of the results of the initial clinical trials demonstrated
that the Sensor Guided DRE(TM) was fully functional, exhibiting no hardware
malfunctioning during the model and patient examinations. The Sensor Guided
DRE(TM) was able to detect and process patient data from locations within the
prostate not detected during a normal DRE examination. The accuracy of such
findings was determined during follow-up examinations. The physicians conducting
the trial using the Sensor Guided DRE(TM) determined the system to be both
accurate and useful in detecting potential prostate disease based upon the size
of the prostate and nodularity in areas of the prostate that were missed or not
available to a physician during a normal DRE examination.
Whereas other imaging technologies such as x-ray and ultrasound exhibit
difficulties in identifying soft-tissue hardness (nodules), the Sensor Guided
DRE(TM) imaging system detects certain abnormalities that are missed by other
diagnostic techniques at a far lower cost. ProUroCare also expects that the
Sensor Guided DRE(TM) will be a safer diagnostic test when compared to other
methods using radiation or other high-energy diagnostic tools. This is expected
to lead to better healthcare for those applications where palpation of the
prostate is indicated. Furthermore, the Sensor Guided DRE(TM) offers the
advantage of being able to create an electronic record that can be stored and
compared with new images created at a later date, which is not possible with
finger exams.
Research and Development
The Company anticipates that it will spend between $1.2 and $1.8 million
on research and product development over the next 12 months. The Company's
efforts in this regard will primarily be focused on bringing to market the
Company's first two product offerings, the Sensor Guided DRE(TM) and the
Procuro(R).
Regulatory and Clinical Status - Sensor Guided DRE(TM). The regulatory
strategy for the Sensor-Guided DRE(TM) has been developed in consultations with
various outside consulting groups that specialize in working with the FDA,
including William Jackson and Associates of St. Paul, MN. Mr. Jackson has
successfully filed over 200 510(k)s with the FDA including many urology-based
filings. In addition, ProUroCare is currently working with Alquest, Inc., a
consulting firm specializing in both US and European regulatory filings.
ProUroCare expects to receive CE clearance in Europe within the first six months
of Sensor Guided DRE(TM) sales in the US. European CE will occur through the
interaction with a TUV-notified body.
12
Liquidity and Capital Resources
The Company had working capital (deficit) of $724,630 and $(2,070,022) at
June 30, 2004 and December 31, 2003, respectively. Cash used in operations was
$867,187 and $439,966 for the six months ended June 30, 2004 and 2003,
respectively, and $2,630,939 for the period from August 17, 1999 (date of
inception) to June 30, 2004. The primary use of cash in each period was to fund
the Company's net loss. Common stock was issued to pay for approximately $77,000
and $193,000 of consulting services for the six months ended June 30, 2004 and
the period from August 17, 1999 (date of inception) to June 30, 2004,
respectively, which also funded a portion of the Company's operating loss in
those periods.
Pursuant to the terms of ProUroCare's settlement with Profile, the Company
is committed to (i) spend $1.2 million on the development of its products, and
(ii) pay a total of $750,000 to acquire shares of common stock pursuant to the
exercise of dissenter's rights under Minnesota corporate law, of which $100,000
was paid on April 5, 2004. A second payment of $325,000 was made on July 6,
2004, plus interest of $10,649, under terms of the settlement. A final $325,000
payment, plus interest, is scheduled for October, 2004.
Pursuant to terms of the Research and Development Agreement between Artann
Laboratories, Inc and Armen Sarvazyan, and ProUroCare Medical Inc. executed in
July, 2004 the Company is required to pay $250,000 for development services to
be rendered over the next three years, based on achievement of certain
performance milestones. An additional 10% bonus will also be required for
completion of certain technology ahead of pre-established milestone dates.
Pursuant to terms of the Development Agreement for Sensor Guided DRE(TM)
between Artann Laboratories, Inc. and Armen Sarvazyan, and ProUroCare Medical,
Inc. executed in July, 2004 the Company is required to pay $180,000 for
development services performed over the five month term of the agreement.
Our management believes that we will require additional capital to
continue operations. We will maintain limited operations until we receive
additional capital. We cannot be certain that any required additional financing
will be available on terms favorable to us. If additional funds are raised by
the issuance of our equity securities, such as through the issuance and exercise
of warrants, then existing stockholders will experience dilution of their
ownership interest. If additional funds are raised by the issuance of debt or
other equity instruments, we may be subject to certain limitations in our
operations, and issuance of such securities may have rights senior to those of
the then existing holders of common stock. If adequate funds are not available
or not available on acceptable terms, we may be unable to fund expansion,
develop or enhance products or respond to competitive pressures. The Company
believes that its current cash will be sufficient to finance operations through
December 2004.
13
Employees
The Company currently has no employees other than its executive management
team. The Company anticipates that it will hire a limited number of additional
employees in the next 12 months to manage the development of its products,
prepare FDA and regulatory filings, develop marketing plans, and perform
administrative duties. Some or all of these functions may be performed by
contracted individuals as management deems most effective.
Risk Factors Associated With New Business
In general. The purchase of shares of the Company's common stock is very
speculative and involves a very high degree of risk. An investment in the
Company is suitable only for the persons who can afford the loss of their entire
investment. Accordingly, investors should carefully consider the following risk
factors, as well as other information set forth herein, in making an investment
decision with respect to securities of the Company.
AS A DEVELOPMENT-STAGE COMPANY, WE HAVE HAD NO SALES AND ANTICIPATE FUTURE
LOSSES.
The Company, conducting business through ProUroCare (sometimes referred to
hereinafter as "we"), is a development-stage company. We have yet to commence
active operations or manufacture or sell any products associated with the
proprietary urology-based imaging and therapeutic technologies that we intend to
market. We have no prior operating history from which to evaluate our success,
or our likelihood of success in operating our business, generating any revenues
or achieving profitability. To date, we have generated no revenue and are
proposing to enter the highly competitive urology imaging and therapeutic
industries. There can be no assurance that our plans for developing and
marketing our urology-based products will be successful, or that we will ever
attain significant sales or profitability. We anticipate that we will incur
losses in the near future.
THERE IS UNCERTAINTY REGARDING NEW PRODUCT DEVELOPMENT, AND ADDITIONAL
EFFORTS WILL BE NECESSARY TO MANUFACTURE PRODUCTS ON A COMMERCIAL SCALE.
We have developed and manufactured three working prototypes of the Sensor
Guided DRE(TM) for testing and demonstration purposes. However, we have not
generated any revenues from the sale of the Sensor Guided DRE(TM) nor have we
manufactured any Sensor Guided DRE(TM) in commercial quantities. No assurance
can be given that the prototypes will satisfy our performance objectives or FDA
requirements or that additional Sensor Guided DRE(TM) may be manufactured in
commercial quantities at prices that will be commercially viable. The completion
of the development of proposed products remains subject to all the risks
associated with the development and manufacture of new products based on
innovative technologies, including unanticipated technical or other problems and
the possible insufficiency of the funds allocated for the completion of such
development, which could result in a change in the design, delay in the
development, or abandonment of such applications and products. Consequently,
there can be no assurance that such products will be successfully developed or
manufactured, or that if developed and manufactured, will meet current price or
performance objectives, be developed on a timely basis, or prove to be as
effective as products based on other technology. The inability to successfully
complete development of a product or application or a determination by us, for
financial, technical or other reasons not to complete development of any product
or application, particularly in instances in which we have made sufficient
capital expenditures could have a material adverse affect our business.
WE WILL NEED TO DEPEND UPON OTHERS FOR THE MANUFACTURING AND TESTING OF
OUR PRODUCTS.
We do not intend to manufacture any of our proposed products. Our ability
to develop, manufacture, commercialize and obtain regulatory approval of our
proposed products and any future product candidates depends upon our ability to
enter into and maintain contractual and collaborative arrangements with others.
In this regard, we intend to retain contract manufacturers and clinical trial
investigators. In addition, the identification of new product candidates for
development may require us to enter into licensing or other collaborative
agreements with others, including medical device, pharmaceutical companies and
research institutions. We currently intend to market and commercialize products
manufactured by others, and we may be required to enter into sales, marketing,
licensing, and distribution arrangements with third parties. These arrangements
will likely reduce our product revenues.
EVEN IF SUCCESSFULLY DEVELOPED, OUR PRODUCTS MAY NOT BE ACCEPTED BY THE
MARKETPLACE.
Our products, even if succussfully developed, will be competing against
existing treatments and competing products in the healthcare marketplace. There
can be no assurance that the market will accept these products.
14
Because our proposed products will be manufactured by outside
manufacturers, there can be no assurance that third parties will be able to
supply our products in the required quantities, at appropriate quality levels or
at acceptable costs. We may be adversely affected by any difficulties
encountered by third-party manufacturers that result in product defects,
production delays or the inability to fulfill orders on a timely basis. In the
event that a manufacturer cannot meet our quality standards and delivery
requirements in a cost-efficient manner, we would likely suffer interruptions of
delivery while we arrange for alternative manufacturing sources. Any extended
disruption in the delivery of products could result in our inability to satisfy
customer demand for our products. Consequently, our inability to obtain
alternative sources on a timely basis may have a material adverse effect on our
business and results of operations.
Our third-party contractual or collaborative arrangements may require us
to grant rights, including marketing rights, to one or more parties. These
arrangements may also contain covenants restricting our product development or
business efforts in the future, or other terms which are burdensome to us, and
may involve the issuance of our equity securities. Collaborative agreements for
the acquisition of new product candidates may require us to pay license fees,
make milestone payments and/or pay royalties.
We cannot be sure that we will be able to enter into arrangements with
third parties on terms acceptable to us, if at all. If we fail to establish new
arrangements when and as necessary, we could be required to undertake these
activities at our own expense, which would significantly increase our capital
requirements and may delay the development, manufacture and commercialization of
our future products.
WE WILL NEED MORE FINANCING IN THE FUTURE. WE WILL LIKELY REQUIRE
ADDITIONAL SOURCES OF FINANCING BEFORE WE CAN GENERATE REVENUES NEEDED TO
SUSTAIN OPERATIONS.
Unless significant additional funds are obtained, our development, testing
and marketing efforts will be hindered and our development and introduction of
our proposed products will be delayed. Such additional financing could be sought
from a number of sources, including possible further sales of equity or debt
securities or loans from banks or other financial institutions. No assurance can
be given that we will be able to sell any such securities, or obtain additional
financing, on terms and conditions acceptable, or favorable, to us, or at all,
if and when needed. Any additional equity financing may be dilutive to
shareholders, and additional debt financing, if available, may involve
restrictive covenants.
OUR PRODUCTS ARE SUBJECT TO FDA REGULATION AND REGULATION BY OTHER
GOVERNMENTAL BODIES.
The proposed products we intend to develop, assemble and market are
subject to regulations by the United States Food and Drug Administration (the
"FDA"), and by comparable agencies in certain states and various foreign
countries. The process of complying with the requirements of the FDA, related
agencies, and other state and foreign agencies can be costly and time consuming.
Although we have secured the assistance of regulatory consultants to help direct
our regulatory compliance and filings, no assurances can be given that such
filings will be acceptable to the FDA or other regulatory governing bodies.
Further, even if acceptable, we may encounter significant delays which will
materially and adversely affect our business plan.
WE ARE HIGHLY DEPENDENT ON THE SERVICES PROVIDED BY CERTAIN KEY PERSONNEL.
We are highly and materially dependent upon the services of our executive
officers and other key personnel, including Maurice R. Taylor II, Michael P.
Grossman, and Richard Thon. We have not obtained "key-man" life insurance
insuring the lives of any of these persons. If the services of any of these
persons become unavailable to us, for any reason, our business could be
adversely affected.
15
WE LICENSE VALUABLE INTELLECTUAL PROPERTY FROM THIRD PARTIES.
We have exclusively licensed from third parties both patents and patent
applications from other sources. Although we have been advised by patent counsel
that such licensed technology has received proprietary protection in proposed
major market areas, no assurance can be given that such claims would not be
successfully challenged by others or will be properly maintained. No assurance
can be given that those final patents will ever be issued. Further, there can be
no assurance that our proposed products and methods do not infringe upon the
legal rights of others. In the event that the licensors of the intellectual
properties underlying our proposed products are unable to maintain or secure
patent protection for their technology, ProUroCare will be vulnerable to
competitors who might attempt to copy our products. We could be materially and
adversely affected by either of such actions, including costly litigation
necessary to defend our patent rights.
WE EXPECT TO FACE SIGNIFICANT COMPETITION.
The urology imaging and therapeutic businesses, and the healthcare
business in general, are extremely competitive. The urology products markets are
subject to rapid technological advances and the continuing introduction of new
products that could render our proposed products obsolete or non-competitive.
Therefore, we have experienced, and will continue to experience, significant
competition in the marketplace from companies with significantly greater
resources than we have. Several large companies will compete with us in the
prostate imaging and prostate therapeutic business. Although we believe we may
have a proprietary niche in the prostate imaging and prostate therapeutic
marketplaces, many factors, including existing and proposed government
regulation, will likely encourage new competitors. We expect future competition
to come from large medical product and device companies, pharmaceutical
companies and others. Many of the companies that will be in direct competition
with us have significantly greater resources, more personnel and longer
operating histories than we do. Therefore, no assurance can be given that we
will be able to successfully compete with these, or any other companies in the
marketplace, if at all.
WE MAY NOT RECEIVE ADDITIONAL THIRD-PARTY REIMBURSEMENT.
ProUroCare currently believes it can utilize existing CPT codes and obtain
reimbursement for the Procuro(R) therapeutic procedure, and limited
reimbursement for the use of the Sensor Guided DRE(TM) system. ProUroCare
intends to apply for more extensive reimbursement for the Sensor Guided DRE(TM)
system. The success of our future medical-device products will materially depend
on our ability to obtain third-party reimbursement from private insurance
sources, Medicaid, Medicare and various foreign governments. It may be difficult
to predict the timing and outcome of reimbursement decisions. There are no
assurances that such additional reimbursement will ever be obtained.
OUR COMMON STOCK IS ILLIQUID AND MAY BE DIFFICULT TO SELL.
Trading of our common stock is conducted on the Over-the-Counter Bulletin
Board, or "OTC Bulletin Board." This has an adverse effect on the liquidity of
our common stock, not only in terms of the number of securities that can be
bought and sold at a given price, but also through delays in the timing of
transactions and reduction in security analysts' and the media's coverage of us.
This may result in lower prices for our common stock than might otherwise be
obtained, and could also result in a larger spread between the bid and asked
prices for our common stock.
In addition, our common stock is a "penny stock." Broker-dealers who sell
penny stocks must provide purchasers of these stocks with a standardized
risk-disclosure document prepared by the SEC. This document provides information
about penny stocks and the nature and level of risks involved in investing in
the penny stock market. A broker must also give a purchaser, orally or in
writing, bid and offer quotations and information regarding broker and
salesperson compensation, make a written determination that the penny stock is a
suitable investment for the purchaser, and obtain the purchaser's written
agreement to the purchase. The penny-stock rules may make it difficult for you
to sell your shares of our stock. Because of the rules, there is less trading in
penny stocks. Also, many brokers choose not to participate in penny-stock
transactions. Accordingly, if you become a holder of our common stock, you may
not always be able to resell shares of our common stock publicly at times and
prices that you feel are appropriate.
OUR BUSINESS AND PRODUCTS SUBJECT US TO THE RISK OF PRODUCT-LIABILITY CLAIMS.
The manufacture and sale of medical products and the conduct of clinical
trials using new technology involve the risk of product-liability claims. There
can be not assurance that our insurance coverage limits will be adequate to
protect us from any liabilities which we might incur in connection with the
clinical trials or the commercialization of any of our products.
Product-liability insurance is expensive and in the future may not be available
on acceptable terms, if at all. A successful product-liability claim or series
of claims brought against us in excess of our insurance coverage would have a
materially adverse effect on our business, financial condition and results of
operations. In addition, any claims, even if not ultimately successful, could
adversely affect the marketplace's acceptance of our products.
WE HAVE NEVER PAID DIVIDENDS, AND TO NOT EXPECT TO PAY DIVIDENDS IN THE
FORESEEABLE FUTURE.
We have never paid dividends on our capital stock and do not anticipate
paying any dividends for the foreseeable future.
16
Going Concern
The Company has incurred operating losses, accumulated deficit, and
negative cash flow from operations since its inception. As of June 30, 2004 we
had an accumulated deficit of $6,791,882. These factors, among others, raise
substantial doubt about our ability to continue as a going concern. The
accompanying consolidated financial statements do not include any adjustments
related to recoverability and classification of asset carrying amounts or the
amount and classification of liabilities that might result should we be unable
to continue as a going concern.
Critical Accounting Estimates
The Company's critical accounting policies are those (i) having the most
impact on the reporting of its financial condition and results, and (ii)
requiring significant judgments and estimates. Due to the nature of the
Company's current operations, the Company does not believe it has any critical
policies or procedures.
Forward-Looking Statements
This Form 10-QSB contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. All statements included
herein regarding activities, events or developments that the Company expects,
believes or anticipates will or may occur in the future, including such things
as future capital expenditures (including the amount and nature thereof),
business strategy and measures to implement strategy, competitive strengths,
goals, expansion and other such matters are forward-looking statements. Actual
events may differ materially from those anticipated in the forward-looking
statements. Important factors that may cause such a difference include those
risk factors included in this report.
Item 3. Controls and Procedures
We carried out an evaluation, with the participation of our chief
executive and chief financial officers, of the effectiveness, as of June 30,
2004, of our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as amended). Based upon
that evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective in alerting
them on a timely basis to material information required to be disclosed in our
periodic reports filed with the Securities and Exchange Commission; and there
has been no significant change in such internal controls or other factors which
could significantly affect such controls, including any corrective actions with
regard to significant deficiencies or material weaknesses, since our most recent
evaluation. Nevertheless, due to the limited number of Company employees engaged
in the authorization, recording, processing and reporting of transactions, there
is inherently a lack of segregation of duties. The Company periodically assesses
the cost versus benefit of adding the resources that would remedy or mitigate
this situation, and currently does not consider the benefits to outweigh the
costs of adding additional staff in light of the limited number of transactions
due to the start-up nature of the Company's current operations.
17
PART II Other Information
Item 1. Legal Proceedings
On April 2, 2004, Todd Leonard, the former President and Chief Operating
Officer of ProUroCare Inc., the Company's wholly owned subsidiary as of the date
of this report, commenced a lawsuit in Minnesota district court asserting
certain claims against ProUroCare Inc. and the Company that relate to Mr.
Leonard's separation of employment with ProUroCare Inc. prior to the Merger. Mr.
Leonard's complaint seeks approximately $228,000 in monetary damages, injunctive
relief, punitive damages and fines under Minnesota law and payment of litigation
costs and attorneys' fees. The Company disputes Mr. Leonard's claims. The
Company does not believe that this litigation, even if finally determined
against it, would have a materially adverse effect on the Company or its
business.
Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities
In connection with the Company's acquisition of ProUroCare pursuant to the
Merger, the Company commenced a private placement offering of a minimum of
1,500,000 and a maximum of 3,000,000 shares (including an available
overallotment) of common stock pursuant to Rule 506 promulgated under the
Securities Act of 1933, as amended. Shares of common stock issued and issuable
in the private placement are not registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or the availability of an applicable exemption therefrom. The initial closing
occurred on April 5, 2004, at which time the Company had received and accepted
subscriptions for 1,980,000 shares at $2.00 per share, aggregating to gross
proceeds of $3.96 million. As of June 30, 2004 the Company had received and
accepted additional subscriptions for 85,000 shares at $2.00 per share,
aggregating to gross proceeds of $170,000. Subsequent to June 30, the Company
has received additional subscriptions for 140,000 shares and gross proceeds of
$280,000. As of the date of this report, the Company has closed the private
placement.
As part of the private placement, a consultant was engaged to provide
financial-advisory services to the Company. Under terms of the consulting
arrangement, the consultant was paid $27,000, and issued a warrant for 300,000
shares of our common stock. The warrant has a three-year term and is exercisable
at $2.00 per share. Costs associated with the private placement were $44,500
during the six months ended June 30, 2004, including amounts paid to the
consultant.
Upon the closing of the Company's private placement and Merger on April 4,
2004, certain exercise-price protections and anti-dilution provisions of
warrants issued to guarantors of the Company's bank line of credit became
effective. Under the terms of these provisions, holders of warrants to purchase
642,870 shares of the Company's common stock at $2.33 per share, became eligible
to purchase a total of 1,017,882 shares at $1.67 per share.
18
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Research and Development Agreement between Artann Laboratories
Inc. and Armen Sarvazyan, and ProUroCare Medical, Inc.
effective July 15, 2004
10.2 Development Agreement for Sensor Guided DRE(TM)between Artann
Laboratories, Inc. and Armen Sarvazyan, and ProUroCare
Medical, Inc. effective July 15, 2004
31.1 Rule 13a-14(a) Certification of Chief Executive Officer
31.2 Rule 13a-14(a) Certification of Chief Financial Officer
32 Section 1350 Certification
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on April 20, 2004, as
amended on April 26, 2004, reporting the Company's acquisition of
ProUroCare pursuant to the Merger and Merger Agreement, change in control,
and the Company's change in certified independent accountants.
19
SIGNATURES
Pursuant to the registration requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ProUroCare Medical Inc.
Date: August 2, 2004 By: /s/ Michael P. Grossman
--------------------------
Name: Michael P. Grossman
Title: President and Chief Executive Officer
Date: August 2, 2004 By: /s/ Richard Thon
-------------------
Name: Richard Thon
Title: Chief Financial Officer
20