ProUroCare
Medical Inc.
|
||
(Exact
name of registrant as specified in its charter)
|
||
Nevada
|
20-1212923
|
|
(State
or other jurisdiction
|
(IRS
Employer
|
|
of
incorporation)
|
Identification
No.)
|
|
6440 Flying Cloud Drive, Suite 101, Eden Prairie,
MN
|
55344
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
|
952-476-9093
|
|
(Former
name or former address, if changed since last
report.)
|
Common Stock $0.00001 par value; Common Stock
Warrants
|
|
Units, consisting of one share of Common Stock and
one Warrant
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
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Page
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||
PART I
|
||
ITEM
1:
|
BUSINESS
|
1
|
ITEM
1A:
|
RISK
FACTORS
|
14
|
ITEM
1B:
|
UNRESOLVED
STAFF COMMENTS
|
25
|
ITEM
2:
|
PROPERTIES
|
25
|
ITEM
3:
|
LEGAL
PROCEEDINGS
|
26
|
PART II
|
||
ITEM
4:
|
RESERVED
|
26
|
ITEM
5:
|
MARKET
FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
|
|
AND
ISSUER PURCHASES OF EQUITY SECURITIES
|
26
|
|
ITEM
6:
|
SELECTED
FINANCIAL DATA
|
27
|
ITEM
7:
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL
|
|
CONDITION
AND RESULTS OF OPERATIONS
|
27
|
|
ITEM
7A:
|
QUANTITATIVE
AND QUALITATTIVE DISCLOSURES ABOUT MARKET RISK
|
33
|
ITEM
8:
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
F-1
|
ITEM
9:
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS
|
|
ON
ACCOUNTING AND FINANCIAL DISCLOSURES
|
34
|
|
ITEM
9A(T):
|
CONTROLS
AND PROCEDURES
|
34
|
ITEM
9B:
|
OTHER
INFORMATION
|
35
|
PART III
|
||
ITEM
10:
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
35
|
ITEM
11:
|
EXECUTIVE
COMPENSATION
|
37
|
ITEM
12:
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
|
|
MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
|
40
|
|
ITEM
13:
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS,
|
|
AND
DIRECTOR INDEPENDENCE
|
42
|
|
ITEM
14:
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
43
|
PART IV
|
||
ITEM
15:
|
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
|
44
|
SIGNATURES
|
48
|
|
·
|
Veterans
Affairs Medical Center, Minneapolis,
MN;
|
|
·
|
Robert
Wood Johnson Medical School Division of Urology, New Brunswick,
NJ;
|
|
·
|
Mayo
Clinic, Rochester, MN;
|
|
·
|
AccuMed
Research Associates, Garden City, NY;
and
|
|
·
|
Urological
Associates of Lancaster, Lancaster,
PA.
|
•
|
$250,000
in cash upon initiation of the clinical study to support the basic mapping
and data maintenance claim;
|
|
•
|
$250,000
in cash as a milestone payment upon completion of that study and
submission of the 510(k) application to support the basic mapping and data
maintenance claim;
|
•
|
monthly
retainer fees totaling $285,000 for technical advice and training by
Artann personnel; and.
|
|
•
|
769,231
shares of our common stock as a milestone payment upon submission of the
510(k) application, on March 15, 2010 (the $1,565,000 value of these
shares was accrued for issuance as of December 31,
2009).
|
|
•
|
$750,000
in cash and $1,000,000 in shares of our common stock upon FDA clearance
that allows the ProUroScan System to be commercially sold in the United
States (subject to reduction of the number of shares by 10% for each full
month that FDA clearance is delayed after March 23, 2010);
and
|
|
•
|
a
monthly retainer fee for technical advice and training by Artann personnel
of $15,000 per month for each of the first five months of
2010.
|
|
•
|
it
is designed to produce a real-time color image of the prostate;
and
|
|
•
|
it
is designed to enable physicians to electronically store the images in
patient files.
|
|
•
|
product
design and development;
|
|
•
|
product
testing;
|
|
•
|
product
manufacturing;
|
|
•
|
product
labeling;
|
|
•
|
product
storage;
|
|
•
|
premarket
clearance or approval;
|
|
•
|
advertising
and promotion;
|
|
•
|
product
marketing, sales and distribution;
and
|
|
•
|
post-market
surveillance reporting death or serious injuries and medical device
reporting.
|
|
•
|
product
listing and establishment registration, which helps facilitate FDA
inspections and other regulatory
action;
|
|
•
|
QSR,
which requires manufacturers, including third-party manufacturers, to
follow stringent design, testing, control, documentation and other quality
assurance procedures during all aspects of the manufacturing
process;
|
|
•
|
labeling
regulations and FDA prohibitions against the promotion of products for
uncleared, unapproved or off-label use or
indication;
|
|
•
|
clearance
of product modifications that could significantly affect safety or
efficacy or that would constitute a major change in intended use of our
cleared devices;
|
|
•
|
approval
of product modifications that affect the safety or effectiveness of our
approved devices;
|
|
•
|
medical
device reporting regulations, which require that manufacturers comply with
FDA requirements to report if their device may have caused or contributed
to a death or serious injury, or has malfunctioned in a way that would
likely cause or contribute to a death or serious injury if the malfunction
of the device or a similar device were to
recur;
|
|
•
|
post-approval
restrictions or conditions, including post-approval study
commitments;
|
|
•
|
post-market
surveillance regulations, which apply when necessary to protect the public
health or to provide additional safety and effectiveness data for the
device; and
|
|
•
|
the
FDA’s recall authority, whereby it can ask, or under certain conditions
order, device manufacturers to recall from the market a product that is in
violation of governing laws and
regulations.
|
|
•
|
warning
letters or untitled letters;
|
|
•
|
fines
and civil penalties;
|
|
•
|
unanticipated
expenditures to address or defend such
actions;
|
|
•
|
delays
in clearing or approving, or refusal to clear or approve, our
products;
|
|
•
|
withdrawal
or suspension of approval of our products or those of our third-party
suppliers by the FDA or other regulatory
bodies;
|
|
•
|
product
recall or seizure;
|
|
•
|
orders
for physician notification or device repair, replacement or
refund;
|
|
•
|
interruption
of production;
|
|
•
|
operating
restrictions;
|
|
•
|
injunctions;
and
|
|
•
|
criminal
prosecution.
|
ITEM
1A.
|
RISK
FACTORS
|
•
|
warning
letters or untitled letters;
|
•
|
fines
and civil penalties;
|
•
|
unanticipated
expenditures to address or defend such
actions;
|
•
|
delays
in clearing or approving, or refusal to clear or approve, our
products;
|
|
•
|
withdrawal
or suspension of approval of our products or those of our third-party
suppliers by the FDA or other regulatory
bodies;
|
Common Stock
(PUMD)
|
Units
(PUMDU)
|
Public Warrants
(PUMDW)
|
||||||||||||||||||||||
High
|
Low
|
High
|
Low
|
High
|
Low
|
|||||||||||||||||||
2008
|
||||||||||||||||||||||||
First
Quarter
|
$ | 0.95 | $ | 0.30 | $ | * | $ | * | $ | * | $ | * | ||||||||||||
Second
Quarter
|
$ | 2.01 | $ | 0.30 | $ | * | $ | * | $ | * | $ | * | ||||||||||||
Third
Quarter
|
$ | 3.05 | $ | 0.30 | $ | * | $ | * | $ | * | $ | * | ||||||||||||
Fourth
Quarter
|
$ | 1.85 | $ | 0.41 | $ | * | $ | * | $ | * | $ | * | ||||||||||||
2009
|
||||||||||||||||||||||||
First
Quarter
|
$ | 1.21 | $ | 0.20 | $ | 0.80 | $ | 0.70 | $ | 0.20 | $ | 0.15 | ||||||||||||
Second
Quarter
|
$ | 0.70 | $ | 0.50 | $ | 1.10 | $ | 0.70 | $ | 0.20 | $ | 0.15 | ||||||||||||
Third
Quarter
|
$ | 1.45 | $ | 0.55 | $ | 1.55 | $ | 1.10 | $ | 0.51 | $ | 0.15 | ||||||||||||
Fourth
Quarter
|
$ | 4.00 | $ | 1.10 | $ | 2.20 | $ | 1.01 | $ | 1.70 | $ | 0.20 |
ITEM
6:
|
SELECTED
FINANCIAL DATA
|
|
Not
applicable.
|
ITEM
7:
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
|
·
|
$733,334
convertible debentures, together with $143,815 of interest accrued
thereon, converted into 292,384 shares of our common
stock;
|
|
·
|
$1.9
million of convertible notes issued in the 2007 and 2008 private
placements, together with $177,882 of interest accrued thereon, converted
into 3,058,381 Units. Each unit sold consisted of one share of
common stock and one redeemable warrant to purchase one share of common
stock at an exercise price of $1.30 per share (the “Private Warrants”);
and
|
|
·
|
$299,250
of convertible notes issued pursuant to the Unit Put Arrangement, together
with $9,563 of interest accrued thereon, converted into 441,165 shares of
our common stock.
|
The
following financial statements are included:
|
||
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Audited
Financial Statements:
|
||
Consolidated
Balance Sheets
|
F-3
|
|
Consolidated
Statements of Operations
|
F-4
|
|
Consolidated
Statement of Shareholders’ Equity (Deficit)
|
F-5
|
|
Consolidated
Statements of Cash Flows
|
F-13
|
|
Notes
to Consolidated Financial Statements
|
F-16
|
December 31,
2009
|
December 31,
2008
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 1,000,874 | $ | 3,900 | ||||
Restricted
cash
|
— | 44,214 | ||||||
Other
current assets
|
58,200 | 31,634 | ||||||
Total
current assets
|
1,059,074 | 79,748 | ||||||
Equipment
and furniture, net
|
1,470 | — | ||||||
Deferred
offering expenses
|
— | 729,924 | ||||||
Debt
issuance costs, net
|
27,383 | 266,882 | ||||||
$ | 1,087,927 | $ | 1,076,554 | |||||
Liabilities
and Shareholders’ Deficit
|
||||||||
Current
liabilities:
|
||||||||
Notes
payable, bank
|
1,300,000 | 1,600,000 | ||||||
Notes
payable
|
624,865 | 668,425 | ||||||
Convertible
debt, net of original issue discount
|
— | 1,386,963 | ||||||
Convertible
debt related parties, net of original issue discount
|
— | 826,434 | ||||||
Accounts
payable
|
985,560 | 1,203,549 | ||||||
Accrued
license and development fees
|
1,595,385 | 1,327,835 | ||||||
Accrued
expenses
|
269,230 | 937,253 | ||||||
Total
current liabilities
|
4,775,040 | 7,950,459 | ||||||
Commitments
and contingencies (Note 8):
|
||||||||
Long-term
note payable, bank
|
100,025 | — | ||||||
Long-term
note payable
|
300,000 | — | ||||||
Long-term
note payable - related party
|
243,000 | — | ||||||
Long-term
convertible debt, net of original issue discount
|
— | 221,199 | ||||||
Long-term
convertible debt - related parties, net of original issue
discount
|
— | 162,759 | ||||||
Total
liabilities
|
5,418,065 | 8,334,417 | ||||||
Shareholders’
deficit:
|
||||||||
Common
stock, $0.00001 par. Authorized 50,000,000 shares; issued and
outstanding 11,326,283 and 1,811,429 shares on December 31, 2009and 2008,
respectively
|
113 | 18 | ||||||
Additional
paid-in capital
|
23,549,626 | 13,677,932 | ||||||
Deficit
accumulated during development stage
|
(27,879,877 | ) | (20,935,813 | ) | ||||
Total
shareholders’ deficit
|
(4,330,138 | ) | (7,257,863 | ) | ||||
$ | 1,087,927 | $ | 1,076,554 |
Period from
|
||||||||||||
August 17,
|
||||||||||||
1999
|
||||||||||||
Year ended
|
Year ended
|
(inception) to
|
||||||||||
December 31,
|
December 31,
|
December 31,
|
||||||||||
2009
|
2008
|
2009
|
||||||||||
Operating expenses:
|
||||||||||||
Research
and development
|
$ | 2,239,590 | $ | 597,755 | $ | 7,694,897 | ||||||
General
and administrative
|
1,711,075 | 2,026,677 | 11,542,248 | |||||||||
Total
operating expenses
|
3,950,665 | 2,624,432 | 19,237,145 | |||||||||
Operating
loss
|
(3,950,665 | ) | (2,624,432 | ) | (19,237,145 | ) | ||||||
Incentive
for early warrant exercise
|
(1,313,309 | ) | — | (1,313,309 | ) | |||||||
Incentive
for early warrant exercise - related parties
|
(43,555 | ) | — | (43,555 | ) | |||||||
Interest
income
|
158 | 537 | 18,453 | |||||||||
Interest
expense
|
(909,481 | ) | (1,001,551 | ) | (4,723,955 | ) | ||||||
Interest
expense - related parties
|
(311,230 | ) | (908,486 | ) | (1,659,223 | ) | ||||||
Debt
extinguishment expense
|
(68,162 | ) | (75,571 | ) | (498,281 | ) | ||||||
Debt
extinguishment expense - related parties
|
(347,820 | ) | (48,214 | ) | (422,862 | ) | ||||||
Net
loss
|
$ | (6,944,064 | ) | $ | (4,657,717 | ) | $ | (27,879,877 | ) | |||
Net
loss per common share:
|
||||||||||||
Basic
and diluted
|
$ | (0.73 | ) | $ | (2.65 | ) | $ | (14.93 | ) | |||
Weighted
average number of shares outstanding:
|
||||||||||||
Basic
and diluted
|
9,574,914 | 1,759,607 | 1,867,169 |
Deficit
|
||||||||||||||||||||
accumulated
|
||||||||||||||||||||
Additional
|
during the
|
Total
|
||||||||||||||||||
Common stock
|
paid-in
|
development
|
shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
capital
|
stage
|
equity (deficit)
|
||||||||||||||||
Balance at inception, August 17, 1999
|
||||||||||||||||||||
Net
loss for the period from inception to December 31, 1999
|
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
Balance,
December 31, 1999
|
— | — | — | — | — | |||||||||||||||
Net
loss for the year ended December 31, 2000
|
— | — | — | — | — | |||||||||||||||
Balance,
December 31, 2000
|
— | — | — | — | — | |||||||||||||||
Issuance
of common stock to founders at $33.33 per share on March 1,
2001
|
1.0 | — | 20 | — | 20 | |||||||||||||||
Cancellation
of founders’ shares, March 6, 2001
|
(1.0 | ) | — | (20 | ) | — | (20 | ) | ||||||||||||
Recapitalization
and transfer of common stock to Clinical Network, Inc. July 6,
2001
|
300,000 | 3 | (3 | ) | — | — | ||||||||||||||
Issuance
of common stock to CS Medical Technologies, LLC as consideration for
technology license agreement on July 6, 2001, valued at $1.58
per share
|
300,000 | 3 | 474,997 | — | 475,000 | |||||||||||||||
Net
loss for the year ended December 31, 2001
|
— | — | — | (612,533 | ) | (612,533 | ) | |||||||||||||
Balance,
December 31, 2001
|
600,000 | 6 | 474,994 | (612,533 | ) | (137,533 | ) | |||||||||||||
Issuance
of common stock valued at $4.29 per share to Profile LLC for technology
license, January 14, 2002
|
400,000 | 4 | 1,713,596 | — | 1,713,600 | |||||||||||||||
Issuance
of common stock at $23.33 per share for services rendered, November 14,
2002
|
4,421 | — | 103,166 | — | 103,166 | |||||||||||||||
Issuance
of common stock for cash at $23.33 per share on November 22, 2002, net of
costs of $193,386
|
45,335 | 1 | 864,418 | — | 864,419 | |||||||||||||||
Options
to purchase 90,000 shares issued to officers and directors, valued at
$4.60 per share, granted March 19, 2002; portion vested in
2002
|
— | — | 124,583 | — | 124,583 | |||||||||||||||
Options
to purchase 6,000 shares issued to consultants for services rendered,
valued at $4.60 per share, granted March 19, 2002; portion vested in
2002
|
— | — | 18,400 | — | 18,400 | |||||||||||||||
Warrant
for 3,000 shares valued at $4.60 per share, issued to a director on April
19, 2002; portion vested in 2002
|
— | — | 4,025 | — | 4,025 | |||||||||||||||
Warrant
for 150 shares valued at $3.33 per share issued for services rendered,
November 11, 2002
|
— | — | 490 | — | 490 | |||||||||||||||
Net
loss for the year ended December 31, 2002
|
— | — | — | (3,613,003 | ) | (3,613,003 | ) | |||||||||||||
Balance,
December 31, 2002
|
1,049,756 | 11 | 3,303,672 | (4,225,536 | ) | (921,853 | ) | |||||||||||||
Stock
issued in lieu of cash for accounts payable, valued at $23.33 per share,
February 25, 2003
|
545 | — | 12,705 | — | 12,705 | |||||||||||||||
Warrants
for 19,286 shares valued at $3.00 per share, issued to bank line of credit
guarantors, March 1, 2003
|
— | — | 57,858 | — | 57,858 | |||||||||||||||
Warrant
for 2,143 shares valued at $3.00 per share, issued to director as a bank
line of credit guarantor, March 1, 2003
|
— | — | 6,429 | — | 6,429 | |||||||||||||||
Warrant
for 9,215 shares issued for services rendered, valued at $20.30 per share,
June 30, 2003
|
— | — | 187,060 | — | 187,060 | |||||||||||||||
Warrants
for 22,501 shares valued at $3.60 per share, issued to bank line of credit
guarantors, August 5, 2003
|
— | — | 81,003 | — | 81,003 | |||||||||||||||
Warrant
for 2,143 shares valued at $3.60 per share, issued to director as a bank
line of credit guarantor, August 5, 2003
|
— | — | 7,714 | — | 7,714 | |||||||||||||||
Warrants
for 6,429 shares valued at $3.40 per share, issued to bank line of credit
guarantors, September 11, 2003
|
— | — | 21,858 | — | 21,858 | |||||||||||||||
Warrant
for 11,789 shares valued at $3.50 per share, issued to bank line of credit
guarantor, December 22, 2003
|
— | — | 41,250 | — | 41,250 |
Deficit
|
||||||||||||||||||||
accumulated
|
||||||||||||||||||||
Additional
|
during the
|
Total
|
||||||||||||||||||
Common stock
|
paid-in
|
development
|
shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
capital
|
stage
|
equity (deficit)
|
||||||||||||||||
Options
to purchase 90,000 shares issued to officers and directors, valued at
$4.60 per share, granted March 19, 2002; portion vested in
2003
|
— | — | 133,400 | — | 133,400 | |||||||||||||||
Options
to purchase 6,000 shares issued to consultants for services rendered,
valued at $4.60 per share, granted March 19, 2002; portion vested in
2003
|
— | — | 6,900 | — | 6,900 | |||||||||||||||
Warrant
for 3,000 shares valued at $4.60 per share, issued to a director on April
19, 2002; portion vested in 2003
|
— | — | 6,900 | — | 6,900 | |||||||||||||||
Net
loss for the year ended December 31, 2003
|
— | — | — | (1,632,457 | ) | (1,632,457 | ) | |||||||||||||
Balance,
December 31, 2003
|
1,050,301 | 11 | 3,866,749 | (5,857,993 | ) | (1,991,233 | ) | |||||||||||||
Options
to purchase 3,000 shares issued to a consultant valued at $6.70 per share,
granted February 1, 2004, portion vested in 2004
|
— | — | 10,100 | — | 10,100 | |||||||||||||||
Options
to purchase 45,000 shares issued to officer valued at $6.70 per share,
granted February 1, 2004; portion vested in 2004
|
— | — | 84,173 | — | 84,173 | |||||||||||||||
Repurchase
of 90,000 shares pursuant to the exercise of dissenters' rights at time of
merger, April 5, 2004 in connection with $750,000 note
payable
|
(90,000 | ) | (1 | ) | (749,999 | ) | — | (750,000 | ) | |||||||||||
Issuance
of shares to shareholders of Global Internet Communications, Inc. pursuant
to merger April 5, 2004
|
209,700 | 2 | (2 | ) | — | — | ||||||||||||||
Issuance
of common stock for cash at $20.00 per share during 2004, net of costs of
$139,493
|
220,500 | 2 | 4,270,505 | — | 4,270,507 | |||||||||||||||
Cost
associated with Global Internet Communications, Inc. reverse merger
effective April 5, 2004
|
— | — | (162,556 | ) | — | (162,556 | ) | |||||||||||||
Effect
of anti-dilution and price-protection provisions of warrants issued to
loan guarantors in 2003, triggered by April 5, 2004 closing of
private
placement; shares subject to warrants increased by 37,501; exercise price
reduced from $23.33 to $16.67 per share (see Note 14(g))
|
— | — | 320,974 | — | 320,974 | |||||||||||||||
Issuance
of common stock valued at $20.00 per share for accrued expenses in lieu of
cash, May 21, 2004
|
3,861 | — | 77,225 | — | 77,225 | |||||||||||||||
Warrants
for 10,000 shares issued for services rendered valued at $11.50 per share
on July 19, 2004
|
— | — | 114,914 | — | 114,914 | |||||||||||||||
Options
to purchase 20,000 shares issued to officer valued at $15.00 per share,
granted July 21, 2004; portion vested in 2004
|
— | — | 41,670 | — | 41,670 | |||||||||||||||
Issuance
of common stock valued at $20.00 per share for accrued interest in lieu of
cash, October 12, 2004
|
4,444 | — | 88,882 | — | 88,882 | |||||||||||||||
Warrants
for 20,000 shares issued for services rendered valued at $8.30 per share
on December 2, 2004
|
— | — | 166,172 | — | 166,172 | |||||||||||||||
Options
to purchase 90,000 shares issued to officers and directors, valued at
$4.60 per share, granted March 19, 2002; portion vested in
2004
|
— | — | 82,452 | — | 82,452 | |||||||||||||||
Warrant
for 3,000 shares valued at $4.60 per share, issued to a director on April
19, 2002; portion vested in 2004
|
— | — | 1,150 | — | 1,150 | |||||||||||||||
Net
loss for the year ended December 31, 2004
|
— | — | — | (2,318,896 | ) | (2,318,896 | ) | |||||||||||||
Balance,
December 31, 2004
|
1,398,806 | 14 | 8,212,409 | (8,176,889 | ) | 35,534 |
Deficit
|
||||||||||||||||||||
accumulated
|
||||||||||||||||||||
Additional
|
during the
|
Total
|
||||||||||||||||||
Common stock
|
paid-in
|
development
|
shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
capital
|
stage
|
equity (deficit)
|
||||||||||||||||
Options
to purchase 90,000 shares issued to officers and directors, valued at
$4.60 per share, granted March 19, 2002; portion vested in
2005
|
— | — | 5,734 | — | 5,734 | |||||||||||||||
Options
to purchase 45,000 shares issued to officer valued at $6.70 per share,
granted February 1, 2004; portion vested in 2005
|
— | — | 111,108 | — | 111,108 | |||||||||||||||
Options
to purchase 20,000 shares issued to officer valued at $15.00 per share,
granted July 21, 2004; portion vested in 2005
|
— | — | 100,008 | — | 100,008 | |||||||||||||||
Options
to purchase 15,000 shares issued to officer valued at $16.20 per share,
granted January 3, 2005; portion vested in 2005
|
— | — | 74,256 | — | 74,256 | |||||||||||||||
Options
to purchase 15,000 shares issued to officer valued at $6.70 per share,
granted September 6, 2005; portion vested in 2005
|
— | — | 6,625 | — | 6,625 | |||||||||||||||
Issuance
of common stock for services rendered at $10.20 per share on May 13,
2005
|
5,000 | — | 51,000 | — | 51,000 | |||||||||||||||
Issuance
of common stock for cash at $7.60 per share on June 15,
2005
|
6,579 | — | 50,001 | — | 50,001 | |||||||||||||||
Issuance
of common stock for deferred offering costs at $7.10 per share on
September 1, 2005
|
2,500 | — | 17,750 | — | 17,750 | |||||||||||||||
Issuance
of common stock in lieu of cash for accrued expenses at $8.90 per share on
December 31, 2005
|
4,541 | — | 40,418 | — | 40,418 | |||||||||||||||
Warrants
for 2,500 shares valued at $6.30 per share, issued to bank loan guarantor,
September 14, 2005
|
— | — | 15,750 | — | 15,750 | |||||||||||||||
Warrants
for 2,500 shares valued at $5.30 per share, issued in connection with
notes payable on September 21, 2005
|
— | — | 13,250 | — | 13,250 | |||||||||||||||
Warrants
for 20,000 shares valued at $4.80 per share, issued to bank loan
guarantors, October 19, 2005
|
— | — | 106,000 | — | 106,000 | |||||||||||||||
Net
loss for the year ended December 31, 2005
|
— | — | — | (2,028,056 | ) | (2,028,056 | ) | |||||||||||||
Balance,
December 31, 2005
|
1,417,426 | 14 | 8,804,309 | (10,204,945 | ) | (1,400,622 | ) | |||||||||||||
Options
to purchase 45,000 shares issued to officer valued at $6.70 per share,
granted February 1, 2004; portion vested in 2006
|
— | — | 101,008 | — | 101,008 | |||||||||||||||
Options
to purchase 20,000 shares issued to officer valued at $15.00 per share,
granted July 21, 2004; portion vested in 2006
|
— | — | 100,008 | — | 100,008 | |||||||||||||||
Options
to purchase 15,000 shares issued to officer valued at $16.20 per share,
granted January 3, 2005; portion vested in 2006
|
— | — | 81,006 | — | 81,006 | |||||||||||||||
Options
to purchase 15,000 shares issued to officer valued at $6.70 per share,
granted September 6, 2005; portion vested in 2006
|
— | — | 8,834 | — | 8,834 | |||||||||||||||
Options
to purchase 17,500 shares issued to officers and an employee valued at
$5.60 per share, granted March 1, 2006; portion vested in
2006
|
— | — | 48,215 | — | 48,215 |
Deficit
|
||||||||||||||||||||
accumulated
|
||||||||||||||||||||
Additional
|
during the
|
Total
|
||||||||||||||||||
Common stock
|
paid-in
|
development
|
shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
capital
|
stage
|
equity (deficit)
|
||||||||||||||||
Options
to purchase 3,000 shares issued to a director valued at $5.90 per share,
granted May 30, 2006; portion vested in 2006
|
— | — | 5,163 | — | 5,163 | |||||||||||||||
Original
issue discount on convertible debt issued on February 16,
2006
|
— | — | 400,000 | — | 400,000 | |||||||||||||||
Warrants
for 5,000 shares valued at $4.60 per share, issued in connection with
notes payable on January 25, 2006
|
— | — | 23,000 | — | 23,000 | |||||||||||||||
Issuance
of common stock for deferred offering costs at $9.10 per share on February
22, 2006
|
2,500 | — | 22,750 | — | 22,750 | |||||||||||||||
Original
issue discount on convertible debt issued on February 29,
2006
|
— | — | 333,334 | — | 333,334 | |||||||||||||||
Issuance
of common stock for services rendered at $6.40 per share on April 21,
2006
|
7,000 | — | 44,800 | — | 44,800 | |||||||||||||||
Warrants
for 3,750 shares valued at $6.80 per share, issued in connection with
notes payable on June 1, 2006
|
— | — | 25,500 | — | 25,500 | |||||||||||||||
Warrants
for 375 shares valued at $5.40 per share, issued in connection with notes
payable on July 21, 2006
|
— | — | 2,025 | — | 2,025 | |||||||||||||||
Warrants
for 500 shares valued at $4.60 per share, issued in connection with notes
payable on August 30, 2006
|
— | — | 2,300 | — | 2,300 | |||||||||||||||
Issuance
of common stock for cash at $4.30 per share on September 7,
2006
|
11,628 | — | 50,000 | — | 50,000 | |||||||||||||||
Issuance
of common stock for services rendered at $6.30 per share on September 8,
2006
|
1,415 | — | 8,938 | — | 8,938 | |||||||||||||||
Warrants
for 5,000 shares valued at $4.50 per share, issued in connection with
notes payable on November 30, 2006
|
— | — | 22,500 | — | 22,500 | |||||||||||||||
Warrants
for 5,171 shares valued at $5.40 per share, accrued for issuance in
connection with a note payable as of December 31, 2006
|
— | — | 27,922 | — | 27,922 | |||||||||||||||
Net
loss for the year ended December 31, 2006
|
— | — | — | (2,959,853 | ) | (2,959,853 | ) | |||||||||||||
Balance,
December 31, 2006
|
1,439,969 | 14 | 10,111,612 | (13,164,798 | ) | (3,053,172 | ) | |||||||||||||
Options
to purchase 45,000 shares issued to officer valued at $6.70 per share,
granted February 1, 2004; portion vested in 2007
|
— | — | 16,811 | — | 16,811 | |||||||||||||||
Options
to purchase 20,000 shares issued to officer valued at $15.00 per share,
granted July 21, 2004; portion vested in 2007
|
— | — | 58,314 | — | 58,314 | |||||||||||||||
Warrants
for 5,000 shares valued at $4.50 per share, issued in connection with debt
extinguishment on January 3, 2007
|
— | — | 22,500 | — | 22,500 | |||||||||||||||
Options
to purchase 15,000 shares issued to officer valued at $16.20 per share,
granted January 3, 2005; portion vested in 2007
|
— | — | 81,007 | — | 81,007 | |||||||||||||||
Options
to purchase 17,500 shares issued to officers and an employee valued at
$5.60 per share, granted March 1, 2006; portion vested in
2007
|
— | — | 33,245 | — | 33,245 | |||||||||||||||
Issuance
of investment units consisting of common stock and warrants for 62,500
shares issued for cash at $4.00 per share on January 18, January 23,
February 28 and May 1, 2007, net of costs of $52,388
|
125,000 | 2 | 447,610 | — | 447,612 |
Deficit
|
||||||||||||||||||||
accumulated
|
||||||||||||||||||||
Additional
|
during the
|
Total
|
||||||||||||||||||
Common stock
|
paid-in
|
development
|
shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
capital
|
stage
|
equity (deficit)
|
||||||||||||||||
Options
to purchase 20,000 shares issued to officer valued at $3.40 per share,
granted February 1, 2007; portion vested in 2007
|
— | — | 32,857 | — | 32,857 | |||||||||||||||
Warrants
for 5,000 shares valued at $3.60 per share, issued in connection with debt
extinguishment on February 1, 2007
|
— | — | 18,000 | — | 18,000 | |||||||||||||||
Issuance
of common stock in lieu of cash for a loan from a director at $4.10 per
share on February 9, 2007
|
1,707 | — | 7,000 | — | 7,000 | |||||||||||||||
Modification
of warrant term of warrant to purchase 30,000 shares pursuant to
separation agreement of employee dated March 15, 2007, valued at $3.20 per
share
|
— | — | 96,000 | — | 96,000 | |||||||||||||||
Issuance
of common stock in lieu of cash for accrued expenses at $4.00 per share on
March 21, 2007
|
12,478 | — | 49,911 | — | 49,911 | |||||||||||||||
Warrants
for 6,240 shares issued pursuant to amendment of convertible debt valued
at $4.30 per share on March 21, 2007
|
— | — | 26,829 | — | 26,829 | |||||||||||||||
Issuance
of common stock for accounts payable $5.00 per share on April 2,
2007
|
4,141 | — | 20,704 | — | 20,704 | |||||||||||||||
Warrants
for 20,000 shares issued for services rendered valued at $3.60 per share
on April 16, 2007
|
72,000 | — | 72,000 | |||||||||||||||||
Modification
of option term to purchase 45,000 shares pursuant to separation agreement
of officer dated May 11, 2007, valued at $2.30 per share
|
— | — | 103,500 | — | 103,500 | |||||||||||||||
Modification
of option term to purchase 45,000 shares pursuant to separation agreement
of officer dated May 11, 2007, valued at $2.60 per share
|
— | — | 117,000 | — | 117,000 | |||||||||||||||
Options
to purchase 3,000 shares issued to a director valued at $5.90 per share,
granted May 30, 2006; portion vested in 2007
|
— | — | 8,850 | — | 8,850 | |||||||||||||||
Options
to purchase 3,000 shares issued to a director valued at $2.40 per share,
granted June 14, 2007; portion vested in 2007
|
— | — | 1,800 | — | 1,800 | |||||||||||||||
Issuance
of common stock in lieu of cash for director's fees at $3.00 per share on
September 10, 2007
|
20,694 | — | 62,082 | — | 62,082 | |||||||||||||||
Issuance
of common stock in lieu of cash for loans from directors at $3.00 per
share on September 10, 2007
|
1,100 | — | 3,300 | — | 3,300 | |||||||||||||||
Issuance
of common stock as debt issuance cost at $2.00 per share on November 7,
2007
|
33,333 | — | 66,666 | — | 66,666 | |||||||||||||||
Warrants
for 6,050 shares valued at $2.80 per share, issued in connection with
notes payable on December 27, 2007
|
— | — | 16,940 | — | 16,940 | |||||||||||||||
Warrants
for 5,800 shares valued at $1.70 per share, issued in connection with
notes payable on December 27, 2007
|
— | — | 9,860 | — | 9,860 | |||||||||||||||
Warrants
for 700 shares valued at $2.20 per share, issued in connection with notes
payable on December 27, 2007
|
— | — | 1,540 | — | 1,540 | |||||||||||||||
Original
issue discount on convertible debt issued on December 27,
2007
|
— | — | 595,666 | — | 595,666 | |||||||||||||||
Original
issue discount attributable to warrants for 240,000 shares issued on
December 27, 2007
|
— | — | 88,576 | — | 88,576 | |||||||||||||||
Issuance
of common stock as compensation for loan guarantees at $1.00 per share on
December 28, 2007
|
88,889 | 1 | 88,888 | — | 88,889 | |||||||||||||||
Warrants
for 15,400 shares valued at $4.00 per share, accrued for issuance in
addition to interest on a note payable as of December 31,
2007
|
— | — | 61,600 | — | 61,600 | |||||||||||||||
Warrants
for 51,010 shares valued at $3.60 per share, accrued for issuance in
connection with debt extinguishment as of December 31,
2007
|
— | — | 183,637 | — | 183,637 |
Deficit
|
||||||||||||||||||||
accumulated
|
||||||||||||||||||||
Additional
|
during the
|
Total
|
||||||||||||||||||
Common stock
|
paid-in
|
development
|
shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
capital
|
stage
|
equity (deficit)
|
||||||||||||||||
Warrants
for 15,221 shares valued at $5.40 per share, accrued for issuance in
connection with debt extinguishment as of December 31,
2007
|
— | — | 82,191 | — | 82,191 | |||||||||||||||
Net
loss for the year ended December 31,
2007
|
— | — | — | (3,113,298 | ) | (3,113,298 | ) | |||||||||||||
Balance,
December 31, 2007
|
1,727,311 | 17 | 12,586,496 | (16,278,096 | ) | (3,691,583 | ) | |||||||||||||
Original
issue discount on convertible debt issued between Jan 4, 2008 and July 30,
2008
|
— | — | 350,873 | — | 350,873 | |||||||||||||||
Warrants
for 160,000 shares valued at $0.47 to $1.10 per share issued in connection
with convertible debt between Jan 4, 2008 and July 30,
2008
|
— | — | 65,160 | — | 65,160 | |||||||||||||||
Warrants
for 14,500 shares valued at $1.00 per share issued to former employee
pursuant to a termination agreement on January 4, 2008
|
— | — | 14,500 | — | 14,500 | |||||||||||||||
Warrants
for 52,357 shares valued at $3.60 per share, connection with debt
extinguishment on January 16, 2008; portion expensed in
2008
|
— | — | 4,848 | — | 4,848 | |||||||||||||||
Rounding
of common stock due to reverse stock split on February 14,
2008
|
39 | — | — | — | — | |||||||||||||||
Warrants
for 75,000 shares valued at $0.92 per share, issued in connection with
notes payable on April 3, 2008
|
— | — | 42,768 | — | 42,768 | |||||||||||||||
Options
to purchase 20,000 shares issued to officers valued at $0.79 per share,
granted July 11, 2008
|
— | — | 15,800 | — | 15,800 | |||||||||||||||
Cancellation
of an officer's options to purchase 20,000 shares valued at $0.27 per
share on July 11, 2008
|
— | — | (5,400 | ) | — | (5,400 | ) | |||||||||||||
Cancellation
of an officer's options to purchase 15,000 shares valued at $0.31 per
share on July 11, 2008
|
— | — | (4,650 | ) | — | (4,650 | ) | |||||||||||||
Options
to purchase 3,000 shares issued to directors valued at $0.71 per share,
granted July 11, 2008
|
— | — | 2,130 | — | 2,130 | |||||||||||||||
Issuance
of common stock valued at $1.00 per share in lieu of cash for directors'
fees on July 11, 2008
|
59,634 | 1 | 59,633 | — | 59,634 | |||||||||||||||
Extension
of note payable modified with a conversion feature added and recorded as
debt extinguishment on September 12, 2008
|
— | — | 48,214 | — | 48,214 | |||||||||||||||
Original
issue discount on convertible debt issued between September 16, 2008 and
December 11, 2008
|
— | — | 145,743 | — | 145,743 | |||||||||||||||
Warrants
for 95,500 shares valued at $0.89 to $1.31 per share issued in connection
with convertible debt between September 16, 2008 and December 11,
2008
|
— | — | 75,819 | — | 75,819 | |||||||||||||||
Original
issue discount attributable to warrants for 100,000 shares valued at $0.47
per share, issued on September 25, 2008
|
— | — | 46,604 | — | 46,604 | |||||||||||||||
Warrants
for 31,817 shares valued at $5.40 per share, issued on September 30, 2008
in connection with debt extinguishment expensed and accrued from previous
years; portion expensed in 2008
|
— | — | 61,700 | — | 61,700 | |||||||||||||||
Warrants
for 3,000 shares valued at $1.32 per share, issued in connection with debt
extinguishment on October 24, 2008
|
— | — | 3,960 | — | 3,960 | |||||||||||||||
Issuance
of common stock as compensation for loan guarantees at $1.00 per share on
October 31, 2008
|
17,778 | — | 17,778 | — | 17,778 | |||||||||||||||
Warrants
for 44,445 shares valued at $0.77 per share issued as compensation for
loan guarantees on October 31, 2008
|
— | — | 34,223 | — | 34,223 | |||||||||||||||
Issuance
of common stock valued at $1.00 per share for debt
|
— | |||||||||||||||||||
issuance
cost on October 31, 2008
|
6,667 | — | 6,667 | — | 6,667 | |||||||||||||||
Warrants
for 16,667 shares valued at $0.77 per share issued as
|
— | |||||||||||||||||||
debt
issuance costs on October 31, 2008
|
— | — | 12,834 | — | 12,834 | |||||||||||||||
Warrants
for 3,836 shares valued at $1.32 per share, accrued for issuance in
connection with debt extinguishment as of December 31,
2006
|
— | — | 5,063 | — | 5,063 | |||||||||||||||
Options
to purchase 17,500 shares issued to officers and an employee valued at
$5.60 per share, granted March 1, 2006; portion vested in
2008
|
— | — | 9,663 | — | 9,663 |
ProUroCare
Medical Inc.
|
(A
Development Stage Company)
|
Consolidated
Statements of Shareholders’ Equity (Deficit)
(Continued)
|
Deficit
|
||||||||||||||||||||
accumulated
|
||||||||||||||||||||
Additional
|
during the
|
Total
|
||||||||||||||||||
Common stock
|
paid-in
|
development
|
shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
capital
|
stage
|
equity (deficit)
|
||||||||||||||||
Options
to purchase 3,000 shares issued to a director valued at $5.90 per share,
granted May 30, 2006; portion vested in 2008
|
— | — | 3,687 | — | 3,687 | |||||||||||||||
Options
to purchase 3,000 shares issued to a director valued at $2.40 per share,
granted June 14, 2007; portion vested in 2008
|
— | — | 3,600 | — | 3,600 | |||||||||||||||
Options
to purchase 5,000 shares issued to officer valued at $3.40 per share,
granted February 1, 2007; portion vested in 2008
|
— | — | 8,869 | — | 8,869 | |||||||||||||||
Options
to purchase 15,000 shares issued to officer valued at $16.20 per share,
granted January 3, 2005; portion vested in 2008
|
— | — | 6,731 | — | 6,731 | |||||||||||||||
Options
to purchase 85,000 shares issued to officers valued at $0.85 per share,
granted July 11, 2008; portion expensed in 2008
|
— | — | 12,042 | — | 12,042 | |||||||||||||||
Reversal
of expense associated with performance-based option of an officer that did
not vest
|
— | — | (7,727 | ) | — | (7,727 | ) | |||||||||||||
Warrants
for 12,576 shares valued at $4.00 per share, accrued for issuance in
addition to interest on a note payable; portion expensed in
2008
|
— | — | 50,304 | — | 50,304 | |||||||||||||||
Net
loss for the year ended December 31, 2008
|
— | — | — | (4,657,717 | ) | (4,657,717 | ) | |||||||||||||
Balance,
December 31, 2008
|
1,811,429 | 18 | 13,677,932 | (20,935,813 | ) | (7,257,863 | ) | |||||||||||||
Issuance
of common stock in conversion of convertible debt at $0.70 per share upon
the January 7, 2009 effective date of the 2009 Public
Offering
|
2,743,535 | 28 | 1,920,446 | — | 1,920,474 | |||||||||||||||
Issuance
of common stock in conversion of convertible debt at $0.50 per share upon
the January 7, 2009 effective date of the 2009 Public
Offering
|
314,846 | 3 | 157,405 | — | 157,408 | |||||||||||||||
Adjustment
to original issue discount on 2007 and 2008 prive placement debt offerings
based on final 2009 Public Offering closing price
|
— | — | 47,046 | — | 47,046 | |||||||||||||||
Issuance
of common stock pursuant to the January 12, 2009 closing of the 2009
Public Offering at $1.00 per share net of closing costs of
$1,259,558
|
3,050,000 | 31 | 1,790,441 | — | 1,790,472 | |||||||||||||||
Underwriter's
warrants to acquire 305,000 Units issued upon close of 2009 Public
Offering
|
— | — | 50 | — | 50 | |||||||||||||||
Issuance
of common stock in conversion of convertible debt at $3.00 per share upon
the January 12, 2009 closing date of the 2009 Public
Offering
|
292,384 | 3 | 877,146 | — | 877,149 | |||||||||||||||
Warrants
for 459 shares valued at $1.32 per share, issued on January 13, 2009 in
addition to interest on a note payable
|
— | — | 607 | — | 607 | |||||||||||||||
Issuance
of common stock valued at $1.10 per share for contracted development costs
on January 15, 2009
|
454,546 | 5 | 499,995 | 500,000 | ||||||||||||||||
Issuance
of common stock in conversion of convertible
|
— | |||||||||||||||||||
debt
at $0.70 per share on January 20, 2009
|
42,143 | — | 29,500 | — | 29,500 | |||||||||||||||
Warrants
for 680 shares valued at $4.00 per share, issued on January 20, 2009 in
addition to interest on a note payable
|
— | — | 2,720 | — | 2,720 | |||||||||||||||
Issuance
of common stock in conversion of convertible debt at $0.70 per share on
February 6, 2009
|
441,165 | 4 | 308,809 | — | 308,813 | |||||||||||||||
Adjustment
to original issue discount on convertible debt issued in put offering
based on final conversion price
|
— | — | 81,059 | — | 81,059 | |||||||||||||||
Issuance
of common stock to guarantors of bank debt and a lender on March 19, 2009,
valued at $0.50 per share
|
200,001 | 2 | 99,998 | — | 100,000 | |||||||||||||||
To
record original issue discount on debt upon retirement of related note
payable
|
— | — | 103,396 | — | 103,396 | |||||||||||||||
Original
issue discount on convertible debt issued March 19, 2009
|
— | — | 123,000 | — | 123,000 |
Deficit
|
||||||||||||||||||||
accumulated
|
||||||||||||||||||||
Additional
|
during the
|
Total
|
||||||||||||||||||
Common stock
|
paid-in
|
development
|
shareholders’
|
|||||||||||||||||
Shares
|
Amount
|
capital
|
stage
|
equity (deficit)
|
||||||||||||||||
Issuance
of common stock valued at $0.74 per share in lieu of cash for directors'
fees on April 3, 2009
|
27,366 | — | 20,251 | — | 20,251 | |||||||||||||||
Issuance
of common stock in conversion of convertible debt at $0.55 per share on
May 26, 2009
|
510,909 | 5 | 280,995 | — | 281,000 | |||||||||||||||
Issuance
of common stock to guarantor of bank debt on June 16, 2009, valued at
$0.82 per share
|
6,667 | — | 5,467 | — | 5,467 | |||||||||||||||
Issuance
of common stock as consideration to lender on September 21, 2009, valued
at $1.43 per share
|
19,833 | — | 28,262 | — | 28,262 | |||||||||||||||
Issuance
of common stock as consideration to lender on September 23, 2009, valued
at $1.35 per share
|
20,000 | — | 27,000 | — | 27,000 | |||||||||||||||
Issuance
of common stock to guarantor of bank debt on September 23, 2009, valued at
$1.35 per share
|
6,667 | — | 9,000 | — | 9,000 | |||||||||||||||
Issuance
of common stock valued at $1.50 per share in lieu of cash for directors'
fees on September 29, 2009
|
4,834 | — | 7,250 | — | 7,250 | |||||||||||||||
Warrants
for 30,000 shares valued at $0.88 per share, issued on September 30, 2009
for services rendered
|
— | — | 26,400 | — | 26,400 | |||||||||||||||
Issuance
of common stock pursuant to closing of early warrant exercise offering on
November 6, 2009, net of offering expenses of $171,865; $1.30 per share
exercise price
|
1,244,829 | 13 | 1,446,400 | — | 1,446,413 | |||||||||||||||
Issuance
of replacement warrants pursuant to closing of early warrant exercise
offering
|
— | — | 1,356,864 | — | 1,356,864 | |||||||||||||||
Issuance
of common stock valued at $1.43 per share for interest on note payableon
November 6, 2009
|
925 | — | 1,322 | — | 1,322 | |||||||||||||||
Issuance
of common stock pursuant to options exercised during November,
2009
|
22,229 | — | — | — | — | |||||||||||||||
Issuance
of common stock pursuant to warrants exercised during December,
2009
|
101,975 | 1 | 132,567 | — | 132,568 | |||||||||||||||
Issuance
of common stock valued at $0.74 per share on December 3, 2009 for services
rendered
|
10,000 | — | 7,425 | — | 7,425 | |||||||||||||||
Options
to purchase 3,000 shares issued to a director valued at $2.40 per share,
granted June 14, 2007; portion vested in 2009
|
— | — | 1,800 | — | 1,800 | |||||||||||||||
Options
to purchase 17,500 shares issued to officers and an employee valued at
$5.60 per share, granted March 1, 2006; portion vested in
2009
|
— | — | 2,823 | — | 2,823 | |||||||||||||||
Options
to purchase 85,000 shares issued to officers valued at $0.85 per share,
granted July 11, 2008; portion expensed in 2009
|
— | — | 24,083 | — | 24,083 | |||||||||||||||
Options
to purchase 215,000 shares issued to officers and directors, valued at
$0.68 per share, granted March 3, 2009
|
— | — | 146,400 | — | 146,400 | |||||||||||||||
Options
to purchase 6,500 shares issued to a consultant valued at $0.87 per share,
granted July 23, 2009
|
— | — | 5,655 | — | 5,655 | |||||||||||||||
Options
to purchase 100,000 shares issued to a consultant granted July 23, 2009;
50,000 shares valued at $0.97 per share, 50,000 shares valued at $2.14 per
share in 2009
|
— | — | 64,792 | — | 64,792 | |||||||||||||||
Options
to purchase 3,000 shares issued to directors valued at $1.00 per share,
granted August 11, 2009
|
— | — | 3,000 | — | 3,000 | |||||||||||||||
Options
to purchase 320,000 shares issued to officers and directors, valued at
$1.21 per share, granted September 29, 2009; portion vested in
2009
|
— | — | 232,320 | — | 232,320 | |||||||||||||||
Net
loss for the year ended December 31, 2009
|
— | — | — | (6,944,064 | ) | (6,944,064 | ) | |||||||||||||
Balance,
December 31, 2009
|
11,326,283 | $ | 113 | $ | 23,549,626 | $ | (27,879,877 | ) | $ | (4,330,138 | ) |
Year Ended
December 31,
|
Year Ended
December 31,
|
Period from August
17, 1999 (inception) to
|
||||||||||
2009
|
2008
|
December 31, 2009
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
loss
|
$ | (6,944,064 | ) | $ | (4,657,717 | ) | $ | (27,879,877 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Depreciation
and amortization
|
186 | 605 | 20,983 | |||||||||
Gain
on sale of furniture and equipment
|
— | — | (2,200 | ) | ||||||||
Stock-based
compensation
|
480,873 | 59,245 | 2,245,220 | |||||||||
Common
stock issued for services rendered
|
14,675 | 50,467 | 222,046 | |||||||||
Common
stock issued to related parties for interest
|
1,322 | — | 1,322 | |||||||||
Common
stock issued for debt guarantees
|
— | 17,778 | 106,667 | |||||||||
Common
stock issued for debt issuance cost
|
— | 6,667 | 6,667 | |||||||||
Common
stock issued for debt extinguishment
|
33,333 | — | 33,333 | |||||||||
Notes
payable issued for intangibles expensed as research and
development
|
— | 150,000 | 150,000 | |||||||||
Warrants
issued for services
|
26,400 | — | 567,036 | |||||||||
Warrants
issued for debt guarantees
|
— | 34,223 | 355,197 | |||||||||
Warrants
issued for debt extinguishment
|
607 | 75,571 | 360,007 | |||||||||
Warrants
issued for debt extinguishment-related parties
|
— | — | 26,828 | |||||||||
Warrants
issued for debt issuance cost
|
— | 12,834 | 12,834 | |||||||||
Warrants
issued for early warrant exercise incentive
|
1,356,864 | — | 1,356,864 | |||||||||
Amortization
of note payable-original issue discount
|
— | — | 152,247 | |||||||||
Amortization
of note payable-related parties original issue discount
|
2,720 | 50,304 | 142,964 | |||||||||
Amortization
of convertible debt-original issue discount
|
507,902 | 428,430 | 1,146,587 | |||||||||
Amortization
of convertible debt-related parties original issue
discount
|
444,328 | 505,217 | 1,194,132 | |||||||||
Amortization
of debt issuance costs
|
443,161 | 421,564 | 2,148,894 | |||||||||
Bargain
conversion option added to note payable- related parties for debt
extinguishment
|
— | 48,214 | 48,214 | |||||||||
Write-off
debt issuance cost for debt extinguishment
|
— | — | 42,797 | |||||||||
Write-off
of deferred offering cost
|
— | — | 59,696 | |||||||||
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:
|
||||||||||||
Other
current assets
|
54,779 | 44,603 | (883 | ) | ||||||||
Accounts
payable
|
(52,009 | ) | 199,379 | 877,825 | ||||||||
Accrued
development expense
|
767,550 | 1,327,835 | 2,095,385 | |||||||||
Accrued
expenses
|
(288,359 | ) | 129,808 | 851,437 | ||||||||
Net
cash used in operating activities
|
(3,149,732 | ) | (1,094,973 | ) | (11,469,178 | ) | ||||||
Cash
flows from investing activities:
|
||||||||||||
Purchases
of equipment and furniture
|
(1,656 | ) | — | (22,453 | ) | |||||||
Deposit
into a restricted cash account
|
— | (214 | ) | (44,214 | ) | |||||||
Withdrawal
from a restricted cash account
|
44,214 | — | 44,214 | |||||||||
Net
cash provided by (used in) investing activities
|
42,558 | (214 | ) | (22,453 | ) |
Year Ended
December 31,
|
Year Ended
December 31,
|
Period from August
17, 1999 (inception) to
|
||||||||||
2009
|
2008
|
December 31, 2009
|
||||||||||
Cash
flows from financing activities:
|
||||||||||||
Proceeds
of note payable, bank
|
100,000 | — | 600,000 | |||||||||
Payments
of note payable, bank
|
(400,000 | ) | — | (900,000 | ) | |||||||
Proceeds
of notes payable
|
— | — | 340,500 | |||||||||
Payment
of notes payable
|
(90,905 | ) | (333,222 | ) | (1,461,423 | ) | ||||||
Proceeds
of notes payable - related parties
|
93,638 | 112,500 | 653,738 | |||||||||
Payments
of notes payable - related parties
|
(79,500 | ) | (76,450 | ) | (282,800 | ) | ||||||
Proceeds
from long-term notes payable and bank debt
|
400,025 | 923,337 | 4,207,362 | |||||||||
Proceeds
from long-term notes payable, related parties
|
243,000 | 254,500 | 1,363,500 | |||||||||
Payments
on long-term bank debt
|
— | — | (600,000 | ) | ||||||||
Proceeds
from warrants
|
— | 54,500 | 104,500 | |||||||||
Proceeds
from exercise of warrants
|
1,713,596 | — | 1,713,596 | |||||||||
Payments
for debt issuance costs
|
(92,790 | ) | (148,211 | ) | (766,227 | ) | ||||||
Payment
for rescission of common stock
|
— | — | (100,000 | ) | ||||||||
Payments
for offering expenses
|
(396,516 | ) | (88,480 | ) | (513,823 | ) | ||||||
Cost
of reverse merger
|
— | — | (162,556 | ) | ||||||||
Net
proceeds from issuance of common stock
|
2,613,600 | — | 8,296,138 | |||||||||
Net
cash provided by financing activities
|
4,104,148 | 698,474 | 12,492,505 | |||||||||
Net
increase (decrease) in cash
|
996,974 | (396,713 | ) | 1,000,874 | ||||||||
Cash,
beginning of the period
|
3,900 | 400,613 | — | |||||||||
Cash,
end of the period
|
$ | 1,000,874 | $ | 3,900 | $ | 1,000,874 | ||||||
Supplemental
cash flow information:
|
||||||||||||
Cash
paid for interest
|
$ | 122,643 | $ | 123,073 | $ | 839,052 | ||||||
Non-cash
investing and financing activities:
|
||||||||||||
Deferred
offering costs included in accounts payable
|
(61,497 | ) | 461,456 | 509,947 | ||||||||
Deferred
offering costs included in accrued expenses
|
(70,000 | ) | 47,350 | — | ||||||||
Debt
issuance costs included in accounts payable
|
— | 58,339 | 114,156 | |||||||||
Warrants
issued pursuant to notes payable
|
3,327 | 139,677 | 467,191 | |||||||||
Warrants
issued for debt issuance costs
|
— | 55,409 | 298,021 | |||||||||
Prepaid
expenses financed by note payable
|
81,345 | 54,504 | 246,871 | |||||||||
Convertible
debt issued in lieu of cash for accrued expenses
|
— | 31,413 | 31,413 | |||||||||
Common
stock issued in lieu of cash for accrued expenses
|
20,250 | 9,167 | 259,053 | |||||||||
Common
stock issued in lieu of cash for accrued development cost
|
500,000 | — | 500,000 | |||||||||
Common
stock issued for debt issuance cost
|
136,396 | 6,667 | 301,230 | |||||||||
Warrants
issued in lieu of cash for accrued expenses
|
— | 1,250 | 1,250 | |||||||||
Conversion
of notes payable, related parties into convertible
debentures
|
— | — | 200,000 |
Year Ended
December 31,
|
Year Ended
December 31,
|
Period from August
17, 1999 (inception) to
|
||||||||||
2009
|
2008
|
December 31, 2009
|
||||||||||
Common
stock issued in lieu of cash for accounts payable
|
— | — | 122,291 | |||||||||
Common
stock issued in lieu of cash for notes payable-related
parties
|
— | — | 10,300 | |||||||||
Convertible
debt issued as debt issuance costs related to guarantee of long-term debt
(recorded as a beneficial conversion in additional paid-in capital)
applied to accounts payable
|
— | — | 733,334 | |||||||||
Issuance
of note payable for redemption of common stock
|
— | — | 650,000 | |||||||||
Conversion
of accounts payable to note payable
|
12,293 | — | 253,906 | |||||||||
Conversion
of accrued expenses to note payable
|
13,569 | — | 13,569 | |||||||||
Deposits
applied to note payable and accrued interest
|
— | — | 142,696 | |||||||||
Deposits
applied to accounts payable
|
— | — | 45,782 | |||||||||
Assumption
of liabilities in the Profile, LLC transaction
|
— | — | 25,000 | |||||||||
Proceeds
from sale of furniture and equipment
|
— | — | 2,200 | |||||||||
Deposits
applied to accrued expenses
|
— | — | 1,076 | |||||||||
Deferred
offering costs offset against gross proceeds of offering
|
823,078 | — | 823,078 | |||||||||
Conversion
of convertible debt to units (see Note 2)
|
1,638,750 | — | 1,638,750 | |||||||||
Conversion
of convertible debt-related parties to units (see Note 2)
|
1,323,334 | — | 1,323,334 | |||||||||
Conversion
of convertible debt-related parties to common stock
|
281,000 | — | 281,000 | |||||||||
Conversion
of accrued expenses to units (see Note 2)
|
331,261 | — | 331,261 | |||||||||
Note
payable-related party tendered for warrant exercise
|
26,000 | — | 26,000 | |||||||||
Warrant
exercise cost paid in lieu of cash for services rendered-related
party
|
11,250 | — | 11,250 |
(a)
|
Description
of Business, Development Stage Activities and Basis of
Presentation
|
|
(b)
|
Restatement
of Share Data
|
|
(c)
|
Accounting
Estimates
|
|
(d)
|
Net
Loss Per Common Share
|
|
(e)
|
Comparative
Figures
|
|
(f)
|
Cash
|
|
(g)
|
Equipment
and Furniture
|
|
(h)
|
License
Agreements
|
|
(i)
|
Stock-Based
Compensation
|
For the years ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Risk-free
Interest Rate
|
1.73 | % | 3.13 | % | ||||
Expected
Life of Options Granted
|
3.6
years
|
4.3
years
|
||||||
Expected
Volatility
|
134.6 | % | 131.2 | % | ||||
Expected
Dividend Yield
|
0 | 0 |
|
(j)
|
Warrants
|
For the years ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Risk-free
Interest Rate
|
1.18 | % | 3.23 | % | ||||
Expected Life of
Warrants Issued1
|
2.1
years
|
5.0
years
|
||||||
Expected
Volatility
|
135.2
|
% |
129.5
|
% | ||||
Expected
Dividend Yield
|
0 | 0 | ||||||
1 The contractual term of the warrants. |
|
(k)
|
Financial
Instruments
|
|
(l)
|
Research
and Development
|
|
(m)
|
Debt
Issuance Costs
|
|
(n)
|
Deferred
Offering Costs
|
(o)
|
Restricted
Cash
|
|
(p)
|
Income
Taxes
|
|
(q)
|
Purchased
Intangible Assets
|
|
(r)
|
Subsequent
Events
|
(2)
|
2009
Public Offering; Automatic Conversion of Convertible
Debt.
|
|
·
|
Upon
the January 7, 2009 effective date of the 2009 Public
Offering, $733,334 of convertible debentures originally issued as
consideration to guarantors of its bank debt, along with $143,815 interest
accrued thereon, converted into 292,384 shares of the Company’s common
stock. Unamortized original issue discount relating to the
convertible debentures totaling $33,796 was expensed as interest expense
upon the conversion.
|
·
|
Upon
the January 12, 2009 closing of the 2009 Public Offering, the $1,757,500
aggregate amount of promissory notes issued in the 2007 and 2008 Private
Placement, along with $162,959 of interest accrued thereon, automatically
converted into 2,743,535 units identical to the 2009 Units (based on 70
percent of the offering price, or $0.70 per share). In addition, a
$142,500 promissory note issued as part of the 2007 Private placement to
James Davis, a greater than ten percent shareholder of the Company, on
December 27, 2007, along with $14,923 of interest accrued thereon,
automatically converted into 314,846 units identical to the 2009 Units
(based on 50 percent of the offering price, or $0.50 per share). The
closing of the 2009 Public Offering resolved a contingent conversion
feature of the promissory notes. Consequently, the valuation of the
beneficial conversion feature of the promissory notes was recalculated,
resulting in the recording of a $47,046 increase in the original issue
discount. Unamortized original issue discount relating to the warrants and
the beneficial conversion feature of these notes (including the adjustment
resulting from the new valuation) totaling $434,215 and unamortized debt
issuance cost of $207,575 was expensed as interest expense upon the
conversion.
|
·
|
On
February 6, 2009 (30 days after the effective date of the 2009 Public
Offering), the $299,250 outstanding promissory notes issued pursuant to
the Company’s 2008 Unit Put Arrangement, along with the $9,563 interest
accrued thereon, automatically converted into 441,165 shares of the
Company’s common stock. The notes and accrued interest converted at 70
percent of the 2009 Public Offering price, or $0.70 per share. The closing
of the 2009 Public Offering resolved a contingent conversion feature of
the promissory notes. Consequently, the valuation of the beneficial
conversion feature of the promissory notes was recalculated, resulting in
the recording of an $81,059 increase in the original issue discount.
Unamortized original issue discount relating to the warrants and the
beneficial conversion feature of the notes (including the adjustment
resulting from the new valuation) totaling $209,879 and unamortized debt
issuance cost of $44,686 was expensed as interest expense upon the
conversion.
|
(3)
|
Going
Concern; Management’s Plan to Fund Working Capital
Needs
|
(4)
|
Equipment
and Furniture
|
2009
|
2008
|
|||||||
Computer
equipment
|
$ | 4,473 | $ | 11,563 | ||||
Furniture
|
4,279 | 4,279 | ||||||
8,752 | 15,842 | |||||||
Less
accumulated depreciation
|
(7,282 | ) | (15,842 | ) | ||||
$ | 1,470 | $ | 0 |
(5)
|
Debt
Issuance Cost
|
For the years ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Debt
issuance costs, gross
|
$ | 203,662 | $ | 701,238 | ||||
Less
amortization
|
(176,279 | ) | (434,356 | ) | ||||
Debt
issuance costs, net
|
$ | 27,383 | $ | 266,882 |
|
Amortization
expense related to debt issuance costs was $443,161, $421,564, and
$2,148,894 for the years ended December 31, 2009 and 2008 and the period
from August 17, 1999 (inception) to December 31, 2009,
respectively.
|
(6)
|
Accrued
Expenses
|
2009
|
2008
|
|||||||
Accrued
interest
|
$ | 148,129 | $ | 169,985 | ||||
Accrued
stock to be issued for loan guarantees – related parties
|
44,444 | – | ||||||
Accrued
stock to be issued for loan consideration
|
22,222 | – | ||||||
Consulting
fees
|
11,500 | 15,000 | ||||||
Legal
fees
|
19,710 | – | ||||||
Audit
fees
|
14,000 | 47,000 | ||||||
Accrued
interest-related party
|
9,225 | 263,522 | ||||||
Accrued
compensation, benefits, and related taxes
|
– | 350,836 | ||||||
Public
offering costs
|
– | 70,000 | ||||||
Directors’
fees
|
– | 20,249 | ||||||
Other
|
– | 661 | ||||||
$ | 269,230 | $ | 937,253 |
(7)
|
Agreements
with Artann Laboratories Inc.
|
2009
|
2008
|
|||||||
Accrued
stock payment for development milestone
|
$ | 1,565,385 | $ | - | ||||
Contracted
development fees
|
30,000 | - | ||||||
Upfront
license fee payable in cash
|
- | $ | 600,000 | |||||
Upfront
license fee payable in equity
|
- | 500,000 | ||||||
First
milestone cash payment due under the Development and Commercialization
Agreement
|
- | 250,000 | ||||||
Less:
Advances
|
- | (22,165 | ) | |||||
Accrued
license and development fees
|
$ | 1,595,385 | $ | 1,327,835 |
(8)
|
Commitments
and Contingencies
|
|
(a)
|
Lease
|
|
(b)
|
Legal
proceedings
|
(9)
|
Income
Taxes
|
2009
|
2008
|
|||||||
Deferred
tax assets
|
||||||||
Net
operating loss carryforwards
|
$ | 2,559,000 | $ | 1,916,000 | ||||
Capitalized
start up costs
|
3,570,000 | 2,921,000 | ||||||
Expenses
paid with options and warrants
|
722,000 | 724,000 | ||||||
Capitalized
licenses
|
804,000 | 893,000 | ||||||
Accrued
expenses to be paid in stock
|
625,000 | 0 | ||||||
Other
|
0 | 164,000 | ||||||
Deferred
tax liability
|
||||||||
Beneficial
conversion feature of convertible debentures
|
0 | (212,000 | ) | |||||
Less:
valuation allowance
|
(8,280,000 | ) | (6,406,000 | ) | ||||
Net
deferred tax assets
|
$ | 0 | $ | 0 |
2009
|
2008
|
Period from
August 17,
1999
(inception) to
December 31,
2009
|
||||||||||
Federal
statutory tax rate
|
(34.0 | ) % | (34.0 | ) % | (34.0 | ) % | ||||||
State
taxes, net of federal benefit
|
(4.5 | ) | (4.5 | ) | (4.5 | ) | ||||||
Employee
incentive stock options
|
1.0 | 0.3 | 1.7 | |||||||||
Expired
warrants and options
|
1.3 | 4.5 | 1.4 | |||||||||
Replacement
warrants issued as an incentive to early exercise warrants
|
7.5 | – | 1.9 | |||||||||
Capitalized
license fees
|
– | – | 0.7 | |||||||||
Beneficial
conversion feature of convertible debt
|
5.1 | 7.0 | 3.1 | |||||||||
Change
in valuation allowance
|
23.6 | 26.7 | 29.7 | |||||||||
Effective
tax rate
|
0.0 | % | 0.0 | % | 0.0 | % |
(10)
|
Notes
Payable
|
Year Ended December 31,
|
|||||||||
2009
|
2008
|
2009 Activity
|
|||||||
Short
term notes payable:
|
|||||||||
Note
payable dated October 15, 2007
|
$ | 600,000 | $ | 600,000 |
Amended
to extend maturity date to March 28, 2010
|
||||
Note
payable dated July 31, 2007
|
— | 34,000 |
Paid
in full
|
||||||
Note
payable dated June 1, 2006
|
— | 9,350 |
Paid
in full
|
||||||
Insurance
policy financing
|
24,865 | 25,075 |
2008
balance paid in full; 2009 balance per description
above
|
||||||
Total
notes payable-short term
|
$ | 624,865 | $ | 668,425 | |||||
Long
term notes payable:
|
|||||||||
Long
term note payable
|
|||||||||
Note
payable dated September 23, 2009
|
$ | 300,000 | $ | — |
2009
balance per description above
|
||||
Long-term
note payable – related party
|
|||||||||
Note
payable dated September 21, 2009
|
$ | 243,000 | $ | — |
2009
balance per description
above
|
(11)
|
Notes Payable -
Bank
|
Year Ended December 31,
|
|||||||||
2009
|
2008
|
2009 Activity
|
|||||||
Short
term note payable – bank:
|
|||||||||
Crown
Bank note
|
$ | 1,200,000 | $ | 1,200,000 |
Amended
to extend maturity date to March 28, 2010
|
||||
Crown
Bank note
|
— | 400,000 |
Paid
in full
|
||||||
Crown
Bank note
|
100,000 | — |
2009
balance per description above
|
||||||
Total
notes payable bank-short term
|
$ | 1,300,000 | $ | 1,600,000 | |||||
Long
term note payable – bank:
|
|||||||||
Central
Bank note
|
$ | 100,025 | $ | — |
2009
balance per description
above
|
(12)
|
Convertible
Debt
|
Year Ended December 31,
|
|||||||||
2009
|
2008
|
2009 Activity
|
|||||||
Short-term
convertible debt:
|
|||||||||
10%
unsecured convertible debentures
|
$ | — | $ | 333,334 |
Fully
converted (see Note 2)
|
||||
10%
convertible promissory notes issued pursuant to 2007 and 2008 Private
Placements
|
— | 1,268,250 |
Fully
converted (see Note 2)
|
||||||
Convertible
promissory note dated April 3, 2008
|
$ | — | $ | 37,500 |
Repaid
$8,000 in cash, fully converted the remaining
$29,500
|
||||
Less:
original issue discount
|
— | (252,121 | ) |
Remaining
original issue discount expensed upon debt conversion
|
|||||
Total
notes payable bank-short term
|
$ | — | $ | 1,386,963 | |||||
Short-term
convertible debt – related party:
|
|||||||||
10%
unsecured convertible debentures
|
$ | — | $ | 400,000 |
Fully
converted (see Note 2)
|
||||
10%
convertible promissory notes issued pursuant to 2007 and 2008 Private
Placements
|
— | 465,500 |
Fully
converted (see Note 2)
|
||||||
Convertible
promissory note dated April 3, 2008
|
— | 37,500 |
Fully
converted
|
||||||
Convertible
promissory note dated April 3, 2008
|
— | 37,500 |
Refinanced
on March 19, 2009 (see above)
|
||||||
Less:
original issue discount
|
— | (114,066 | ) |
Remaining
original issue discount expensed upon debt conversion
|
|||||
Total
notes payable bank-short term
|
$ | — | $ | 826,434 | |||||
Long-term
convertible debt:
|
|||||||||
10%
convertible promissory notes issued pursuant to the 2008 Unit Put
arrangement
|
$ | — | $ | 204,250 |
Fully
converted (see Note 2)
|
||||
10%
convertible promissory notes issued pursuant to 2008 Private
Placements
|
— | 166,250 |
Fully
converted (see Note 2)
|
||||||
Less:
original issue discount
|
— | (149,301 | ) |
Remaining
original issue discount expensed upon debt conversion
|
|||||
$ | — | $ | 221,199 | ||||||
Long-term
convertible debt – related parties:
|
|||||||||
10%
convertible promissory notes issued pursuant to the 2008 Unit Put
arrangement
|
$ | — | $ | 95,000 |
Fully
converted (see Note 2)
|
||||
Promissory
note dated September 25, 2008
|
— | 150,000 |
Refinanced
on March 19, 2009 (see above)
|
||||||
Less:
original issue discount
|
— | (82,241 | ) |
Remaining
original issue discount expensed upon debt conversion
|
|||||
$ | — | $ | 162,759 |
(13)
|
Future
Maturities of Long term Debt
|
Year
|
Notes
Payable
|
Notes
Payable-
Bank
|
Total
|
|||||||||
2010
|
$ | – | $ | – | $ | – | ||||||
2011
|
543,000 | 100,025 | 643,025 | |||||||||
Total
|
$ | 543,000 | $ | 100,025 | $ | 643,025 |
(14)
|
Shareholders’
Equity (Deficit)
|
|
(a)
|
Common
stock issued related to formation and licensing
activities
|
|
(b)
|
Common
Stock and Warrants issued related to 2002 Private
Placement
|
|
(c)
|
Common
Stock and Warrants issued related to Merger and 2004 Private
Placement
|
|
(d)
|
Private
sales of Common Stock
|
|
·
|
On
June 15, 2005, the Company sold 6,579 shares of its common stock to an
accredited investor in a non-public offering. The per share
selling price of $7.60 was based on the last selling price prior to this
sale as reported on the Over-the-Counter Bulletin Board. Net
proceeds received from this placement were
$50,000.
|
|
·
|
On
September 7, 2006, the Company sold 5,814 shares of its common stock to
Scott Smith, a director of the Company, and 5,814 shares of our common
stock to an investor. The per share selling price of $4.30 was
based on the last selling price prior to this sale as reported on the
Over-the-Counter Bulletin Board. Net proceeds received from
these investments were $50,000.
|
·
|
During
the year ended December 31, 2007, the Company sold 125,000 of the
Company’s Investment Units at a price of $4.00 per unit, with total gross
proceeds of $500,000. The Investment Units were sold in tranches of 31,250
Units each to four investors on January 18, January 23, February 28 and
May 1, 2007. Each Investment Unit consists of one share of the Company’s
common stock and a 3-year warrant (immediately exercisable) to acquire 0.5
shares of the Company’s common stock for $2.50 ($5.00 per share). Costs of
this sale totaled $52,388.
|
|
·
|
On
February 12, 2007, the Company sold 1,707 shares of its common stock to
Scott Smith, a director of the Company. The per share selling
price of $4.10 was based on the last selling price prior to this sale as
reported on the Over-the-Counter Bulletin Board. The
subscription price was paid by the conversion of a $7,000 loan to the
Company from Mr. Smith.
|
|
·
|
On
March 21, 2007, the Company and the four guarantors of the Company’s Crown
Bank promissory notes (see Note 11) agreed to amend the related debenture
agreements. Pursuant to the revised debenture agreements, among
other things, the Company issued a total of 12,478 shares of its
Investment Units to the four guarantors in lieu of $49,911 of accrued
interest. The 6,240 warrants were valued at $26,829 using the
Black-Scholes method and were recorded as debt extinguishment
expense.
|
|
·
|
On
September 10, 2007, the Company sold a total of 1,100 shares of its common
stock to Mr. Carlson and Mr. Smith. The per share selling price
of $3.00 was based on the last selling price prior to this sale as
reported on the Over-the-Counter Bulletin Board. The
subscription price was paid by the conversion of a $3,300 of loans to the
Company from Mr. Carlson and Mr.
Smith.
|
|
(e)
|
Common
stock and warrants issued pursuant to the 2007 and 2008 Private
Placements, the 2008 Unit Put Arrangement and the 2009 Public
Offering
|
|
·
|
Between
December 27, 2007 and July 30, 2008, the Company closed on the sale of an
aggregate $1,850,000 of units under its 2007 and 2008 Private Placements
(see Note 1(a)), and converted $150,000 of existing loans from James Davis
into similar units. At the closings, the Company issued
warrants to purchase a total of 400,000 shares of common stock to the
investors. The exercise price of the warrants was set upon the
January 7, 2009 effective date of the 2009 Public Offering at $0.50 per
share (based on 50 percent of the offering price). All of these
warrants became exercisable upon the January 12, 2009 closing of the 2009
Public Offering and will remain exercisable until December 31,
2012.
|
|
·
|
On
September 16, 2008, pursuant to the Company’s 2008 Unit Put
Arrangement (see Note 1(a)), the Company issued warrants, exercisable
until December 31, 2012 at an exercise price of $1.00 per share, to
purchase an aggregate 32,500 shares of our common stock (the “Origination
Warrants”). Of these, 31,500 Origination Warrants became
exercisable when the Company exercised its put options and closed on
$315,000 of the 2008 Unit Put Arrangement, while 1,000 Origination
Warrants were forfeited when an investor failed to meet a $10,000 unit put
obligation. The Origination Warrants, valued at $42,575 using
the Black-Scholes pricing model, were recorded as a debt issuance cost
asset and amortized as interest expense over the term of the 2008 Unit Put
Arrangement (see Note 5).
|
|
·
|
On
January 7, 2009, the 2009 Public Offering was declared effective by the
United States Securities and Exchange Commission, and January 12, 2009 the
2009 Public Offering was closed. In the offering, the Company
sold 3,050,000 units at $1.00 per unit, with each unit consisting of one
share of common stock and one redeemable warrant to purchase one share of
common stock at an exercise price of $1.30 per share resulting in net cash
of $1,790,472, after costs of
$1,259,528.
|
|
·
|
As
additional compensation pursuant to the 2009 Public Offering, the Company
sold to the underwriter, Feltl & Company, for nominal consideration, a
warrant (the “Underwriter’s Warrant”) to purchase up to
305,000 units. The Underwriter’s Warrant is not exercisable until
January 7, 2010 and thereafter is exercisable at $1.20 per unit for a
period of four years.
|
|
·
|
On
the January 7, 2009 effective date of the 2009 Public Offering, the
$1,757,500 aggregate amount of notes from the 2007 and 2008 Private
Placements, along with $162,974 of interest accrued thereon, automatically
converted into 2,743,535 units identical to those sold in the 2009 Public
Offering (based on 70 percent of the offering price, or $0.70 per
share). On the same date, the $142,500 of Davis Note, along
with $14,908 of interest accrued thereon, automatically converted into
314,846 units identical to those sold in the 2009 Public Offering (based
on 50 percent of the offering price, or $0.50 per
share).
|
|
·
|
The
exercise price of the Davis Warrants and the warrants from the 2007 and
2008 Private Placements was set upon the January 7, 2009 effective date of
the 2009 Public Offering at $0.50 per share (based on 50 percent of the
offering price. All of these warrants became exercisable upon
the January 12, 2009 closing of the 2009 Public Offering and will remain
exercisable until December 31, 2012 Unamortized original issue
discount relating to the warrants and the beneficial conversion feature of
the notes totaling $387,169 and unamortized debt issuance cost of $207,575
was expensed as interest expense upon the
conversion.
|
|
(f)
|
Common
Stock and Warrants issued for services and
liabilities
|
|
·
|
In
March 2002, the Company granted a warrant to purchase 3,000 shares of
common stock to a former director that was exercisable at $11.33 per
share. This warrant expired unexercised. An aggregate of
$12,075 of stock-based compensation expense related to this warrant was
recognized in the period from August 17, 1999 (inception) to December 31,
2009.
|
|
·
|
In
November 2002, the Company granted a warrant to purchase 150 shares of
common stock at an exercise price of $23.33 per share to a consultant, for
services rendered. This warrant expired
unexercised. An aggregate of $490 of stock-based compensation
expense related to this warrant was recognized in the period from August
17, 1999 (inception) to December 31,
2009.
|
|
·
|
In
February 2003, the Company issued 545 common shares to a consultant, in
lieu of $12,705 cash for accounts
payable.
|
|
·
|
In
June 2003, under the terms of an agreement with a supplier, the Company
issued a warrant to purchase 9,215 shares of common stock at an exercise
price of $3.33 per share. This warrant expired
unexercised. The value of $187,060 related to this warrant was
recognized as research and development expense in the year ended December
31, 2003.
|
|
·
|
In
May 2004, a vendor was issued 3,861 shares of the Company’s common stock
as payment for product development work valued at
$77,225.
|
|
·
|
In
July 2004, the Company entered into a research and development agreement
for the development of the ProUroScan System. Under this
agreement, warrants for the purchase of 10,000 shares of the Company’s
common stock upon the execution of the agreement and warrants for the
purchase of 20,000 shares of the Company’s common stock in December 2004.
The warrants were fully vested, five-year warrants at a per share exercise
price of $20.00 per share value. The total value of these
warrants computed using the Black-Scholes pricing model was
$281,086. The value of the warrants was recorded as research
and development expense in the year ended December 31,
2004.
|
|
·
|
In
October 2004, another vendor was issued 4,444 shares of the Company’s
common stock in lieu of $88,882 cash for accounts
payable.
|
|
·
|
On
April 11, 2005, the Company entered into a placement agency agreement with
an investment firm to raise working capital for the
Company. Pursuant to the agreement, on May 13, 2005 the Company
issued 5,000 shares of the Company’s common stock to the placement
agent. The 5,000 shares were valued at $51,000 using the stock
price on the date of grant and were recorded as general and administrative
expense during the year ended December 31,
2005.
|
|
·
|
On
December 30, 2005, the Company issued 4,541 shares of common stock to our
current and former directors in satisfaction of accrued director’s fees in
the amount of $40,418.
|
|
·
|
On
April 21, 2006, the Company issued 7,000 shares of its common stock to its
former Vice-President of Engineering, upon his resignation, pursuant to
his employment agreement. The shares were valued at $44,800
based on the average closing share price during the five days before and
after the issuance date, and were recorded as compensation expense during
the year ended December 31, 2006.
|
|
·
|
On
September 8, 2006, the Company issued 1,415 shares of its common stock to
a vendor, as payment for product development work valued at
$8,938.
|
|
·
|
On
April 2, 2007, the Company issued 4,141 shares of its common stock to a
vendor, as payment for product development work valued at
$20,704.
|
|
·
|
On
April 16, 2007, the Company issued to Artann five-year warrants
(immediately exercisable) to acquire 20,000 shares of its common stock at
$4.10 per share pursuant to an agreement with Artann. The
warrants were valued at $72,000 by the Black-Scholes pricing model and
recorded as research and development expense during the year ended
December 31, 2007.
|
|
·
|
On
September 10, 2007, the Company issued a total of 20,694 shares of its
common stock to its directors and former directors as payment for $62,082
of accrued directors’ fees.
|
|
·
|
On
January 4, 2008, pursuant to a final separation agreement with a former
employee of the Company, the Company issued to the former employee
five-year warrants (immediately exercisable) to acquire up to 14,500
shares of the Company’s common stock at an exercise price of $5.00 per
share, and amended a previously issued warrant to acquire up to 30,000
shares of the Company’s common stock to provide for cashless exercise
thereof. The warrants, valued at $14,500 using the
Black-Scholes pricing model, were recorded as compensation expense during
the year ended December 31, 2008.
|
|
·
|
On
July 11, 2008, the Company’s directors received 21,667 of shares of the
Company’s common stock in lieu of cash for $21,667 of unpaid director’s
fees accrued through June 30, 2008. The shares were valued at
$1.00 per share and expensed during the period of
service.
|
|
·
|
On
July 11, 2008, the Company issued a total of 37,967 shares of the
Company’s common stock to its directors in recognition of extraordinary
amount of time and effort they spent on the Company’s restructuring and
refocusing efforts since January 2007. The shares were valued
at $1.00 per share and expensed on the date of
issuance.
|
|
·
|
On
January 15, 2009, the Company issued 454,546 shares of common stock to
Artann in satisfaction of a $500,000 liability pursuant to its license
agreement with Artann.
|
|
·
|
On
April 13, 2009, the Company issued an aggregate of 27,366 shares to its
independent directors as payment of $20,250 directors’ fees accrued
through December 31, 2008, in lieu of
cash.
|
|
·
|
On
July 23, 2009, the Company issued a two-year warrant to purchase 30,000
shares of our common stock at an exercise price of $1.25 per share to its
public relations firm as consideration for services provided to the
Company. The warrant, valued at $26,400 using the Black-Scholes
pricing model, was recorded as general and administrative
expense.
|
|
·
|
On
September 29, 2009, the Company issued 4,834 shares to a director as
payment of $7,250 directors’ fees, in lieu of
cash.
|
|
·
|
On
December 3, 2009, the Company issued 10,000 shares of its common stock to
a web-site designer for services provided valued at
$7,425.
|
|
(g)
|
Common
Stock and Warrants issued pursuant to loans and loan
guarantees
|
|
·
|
During
the year ended December 31, 2003, the Company issued warrants to purchase
a total of 64,287 shares of common stock at $23.33 per share to nine
individuals, including 4,286 shares to a Company director in exchange for
their guaranteeing a bank line of credit. An aggregate of
$216,112 of debt issuance cost related to these warrants was recorded and
amortized over the life of the bank line of credit. Upon the
closing of the Company’s 2004 private placement and Merger on April 5,
2004, certain exercise price protections and anti-dilution provisions of
these warrants became effective. Under the terms of these
provisions, the holders of these warrants became eligible to purchase a
total of 101,788 shares at $16.67 per share. The additional
warrants and revaluation of the existing warrants were valued at $320,974
using the Black Scholes pricing model, and were recorded as interest
expense at the time of issuance. The warrants expired
unexercised.
|
|
·
|
In
September 2005, the Company engaged a consultant to assist with the
introduction of strategic investors to the Company. Under this
agreement, on September 1, 2005 and February 22, 2006, the Company issued
a total of 5,000 shares of common stock valued at $40,500 on the grant
dates to the consultant. Upon the closing of the Company’s
Crown Bank notes on February 16, 2006, the $43,000 aggregate value of the
shares and initial retainer were recorded as debt issuance cost and were
amortized over the term of the
notes.
|
|
·
|
On
September 14, 2005, in connection with a commercial guaranty of a $100,000
bank loan, the Company issued two five-year warrants (immediately
exercisable) to an individual investor to acquire a total of 5,000 shares
of the Company’s common stock at $5.00 per share. The warrants,
valued at $29,000 using the Black-Scholes pricing model, were recorded as
debt issuance costs and expensed over the term of the loan as interest
expense. The Company recorded $29,000 of expense related to the
value of the warrants during the period from August 17, 1999 (inception)
to December 31, 2009.
|
|
·
|
On
September 21, 2005, in connection with $100,000 loan from an individual
investor, the Company issued two five-year warrants (immediately
exercisable) to the lender to acquire a total of 5,000 shares of the
Company’s common stock at $5.00 per share. The gross proceeds
of $100,000 were allocated between the promissory note and the common
stock warrants based on the relative fair values of the securities at the
time of issuance. The warrants, valued at $26,500 using the Black-Scholes
pricing model, were recorded as original issue discount as defined in ASC
Topic 470 expensed on a straight-line basis over the term of the
promissory note as interest expense. The Company recorded
$26,500 of expense related to the value of the warrants during the period
from August 17, 1999 (inception) to December 31,
2009.
|
|
·
|
On
October 19, 2005, in connection with commercial guaranties of a $300,000
loan from a bank, the Company issued five-year warrants (immediately
exercisable) to two investors to acquire up to 7,500 shares (15,000 shares
in total) of the Company’s common stock at $5.00 per share. The
warrants, valued at $79,500 using the Black-Scholes pricing model, were
recorded as debt issuance costs and expensed over the term of the loan as
interest expense. The Company recorded $79,500 of expense
related to the value of the warrants during the period from August 17,
1999 (inception) to December 31,
2009.
|
|
·
|
On
January 25, 2006, in connection with a $23,000 loan, the Company issued a
five-year warrant (immediately exercisable) to a partnership to acquire
5,000 shares of Company common stock at $5.00 per
share. The gross proceeds of $23,000 were allocated
between the promissory note and the common stock warrant based on the
relative fair values of the securities at the time of
issuance. The fair value of the warrant estimated at grant date
using the Black-Scholes pricing model exceeded the amount of the
loan. Accordingly, the warrant was valued at $23,000 and
recorded as original issue discount as defined in ASC Topic 470 and
expensed as interest expense over the term of the
loan.
|
|
·
|
On
June 1, 2006, the Company borrowed $75,000 from an individual investor,
and in connection therewith issued to the investor a promissory note to
mature on August 30, 2006. Under the terms of the loan
agreement, the Company issued a five-year warrant (immediately
exercisable) to the investor
to acquire 3,750 shares of Company common stock at $5.00 per
share. The fair value of the warrant at the grant date was
estimated using the Black-Scholes pricing model to be $25,500 and was
recorded as original issue discount as defined in ASC Topic 470 and
subsequently expensed as interest expense over the 90-day term of the
loan.
|
|
·
|
On
July 21, 2006, in connection with a $7,500 loan from an individual
investor, the Company issued a five-year warrant (immediately
exercisable) to the investor
to acquire 375 shares of Company common stock at $5.00 per
share. The gross proceeds of $7,500 were allocated between the
promissory note and the common stock warrant based on the relative fair
values of the securities at the time of issuance. The warrant,
valued at $2,025 using the Black-Scholes pricing model, was recorded as
original issue discount as defined in ASC Topic 470 and was expensed as
interest expense during the year ended December 31,
2006.
|
|
·
|
On
August 30, 2006, in connection with a $10,000 loan from an individual
investor, the Company issued a five-year warrant (immediately exercisable)
to the investor to acquire 500 shares of Company common stock at $5.00 per
share. The gross proceeds of $10,000 were allocated between the promissory
note and the common stock warrant based on the relative fair values of the
securities at the time of issuance. The warrant, valued at
$2,300 using the Black-Scholes pricing model, was recorded as original
issue discount as defined in ASC Topic 470 and was expensed as interest
expense during the year ended December 31,
2006.
|
|
·
|
On
November 30, 2006, the Company borrowed $100,000 from a partnership, and
in connection therewith issued to the partners a promissory note to mature
on January 2, 2007. Pursuant to the terms of the promissory
note, the Company issued five-year warrants (immediately exercisable) to
the partners to acquire 5,000 shares of Company common stock at $5.00 per
share. In addition, pursuant to the terms of the promissory
note, the Company issued an additional five-year warrant (immediately
exercisable) to the partners to acquire 5,000 shares of Company common
stock at $5.00 per share, when the loan was not repaid on January 2,
2007. The first warrant, valued at $22,500 using the
Black-Scholes pricing model, was recorded as original issue discount as
defined in ASC Topic 470 and was expensed as interest expense over the
term of the promissory note. The second warrant, also valued at
$22,500, was expensed immediately as interest expense. The
Company recorded interest expense of $45,000 related to the warrants
issued pursuant to the original agreement during the period from August
17, 1999 (inception) to December 31,
2009.
|
|
·
|
On
March 14, 2007, upon the termination of employment of an employee, and in
consideration for an agreement to defer payment of accrued salaries until
the Company is able to make such payments, the Company agreed to extend by
three years the expiration date of 30,000 warrants beneficially held by
the employee. The modification of the warrant resulted in the
recording of an immediate incremental compensation expense totaling
$96,000, computed as the increase in the fair value of the warrant as
determined using the Black-Scholes pricing model over the fair value so
determined immediately before the
modification.
|
|
·
|
On
July 31, 2007, the Company borrowed $100,000 for short-term working
capital needs pursuant to a promissory note issued to an individual
investor. During the years ended December 31, 2009 and 2008,
and the period from August 17, 1999 (inception) to December 31, 2009, the
Company accrued for issuance warrants to acquire 680, 12,576 and 28,656
shares of the Company’s common stock, respectively, and recorded interest
expense of $2,720, $50,304 and $114,624, respectively, related
thereto. On January 20, 2009, the Company repaid the promissory
note and issued 28,656 warrants related to this
note.
|
|
·
|
On
August 29, October 31, and November 30, 2007, the Company borrowed for
working capital needs $50,000, $100,000 and $25,000, respectively, from
James Davis. On December 27, 2007 these notes were converted
into the units sold by the Company in its 2007 Private Placement (see Note
14(e)). Pursuant to the terms of the promissory note the Company issued to
Mr. Davis 12,550 warrants that were valued at $28,340 using the
Black-Scholes pricing model, which were expensed as interest expense
during the period from August 17, 1999 (inception) to December 31,
2009.
|
|
·
|
On
October 15, 2007, the Company borrowed $600,000 pursuant to a promissory
note issued to an individual investor. In consideration for
this loan, on November 7, 2007 the Company agreed to issue 33,333 shares
of its common stock to the investor. The $66,666 value of this
consideration was recorded as debt issuance cost and was amortized over
the term of the loan using the straight-line method, which approximates
the interest method. The Company recorded $7,836, $48,473 and
$66,667 of interest expense related to the amortization of this debt
issuance cost during the years ended December 31, 2009 and 2008, and the
period from August 17, 1999 (inception) to December 31, 2009,
respectively. On October 31, 2008, pursuant to the terms of the
loan when the loan remained unpaid on that date, the Company issued to the
investor 6,667 shares of its common stock and a five-year immediately
exercisable warrant to acquire 16,667 shares of its common stock at an
exercise price of $2.00. The $6,667 value of the shares issued
and the $12,834 value of the warrants was recorded as interest expense
during the year ended December 31,
2008.
|
|
·
|
On
January 7, 2009, upon the effective date of the 2009 Public Offering, the
Company issued 292,384 shares of common stock to holders of $733,334 of
convertible debentures pursuant to the automatic conversion of the
debentures and $143,815 interest accrued
thereon.
|
|
·
|
On
December 28, 2007, pursuant to the terms of guarantees of its $1.2 million
Crown Bank promissory note, the Company issued to the three guarantors an
aggregate of 88,889 shares of the Company’s common stock. The
$88,889 value of the shares was immediately expensed as
interest. On October 31, 2008, pursuant to the terms of the
guarantees when the Crown bank loan remained unpaid, the Company issued to
the three guarantors an aggregate amount of 17,778 shares of our common
stock and five-year immediately exercisable warrants to acquire an
aggregate of 44,445 shares of our common stock at an exercise price of
$2.00 per share. The $17,778 value of the shares issued and the
$34,223 value of the warrants was recorded as interest expense during the
year ended December 31, 2008.
|
|
·
|
On
April 3, 2008, as consideration to James Davis, William Reiling and
another investor for providing certain loans to the Company, the Company
issued five-year warrants (immediately exercisable) to purchase a total of
75,000 shares of the Company’s common stock at $1.50 per
share. The gross proceeds were allocated between the note and
the warrants based on the relative fair value at the time of
issuance. The relative fair value of warrants was recorded as
original issue discount on the related convertible promissory notes and
was expensed as interest expense over the term of the
notes. During the year ended December 31, 2008, original issue
discounts of $42,768 were expensed as interest expense. On
January 22, 2009, $29,500 of the convertible promissory notes was
converted into 42,143 shares of the Company’s common
stock.
|
|
·
|
On
September 25, 2008, the Company borrowed $150,000 pursuant to a
convertible promissory note issued in favor of James Davis. As
consideration for providing the loan, the Company issued an immediately
exercisable, five-year warrant to purchase 100,000 shares of the Company’s
common stock at $1.50 per share to Mr. Davis. The $46,604
relative fair value of the warrant was recorded as original issue discount
and expensed as interest expense over the term of the promissory
note. During the year ended December 31, 2008, original issue
discount of $8,280 was expensed as interest expense. On March
19, 2009, Mr. Davis agreed to refinance the $150,000 debt interest and a
$37,500 note along with accrued interest and additional amounts loaned to
the Company. Pursuant to the refinancing and the other arrangements, the
Company issued a $281,000 unsecured convertible promissory note to Mr.
Davis. On May 26, 2009, Mr. Davis exercised his conversion
rights under the promissory note, and the note was converted into 510,909
shares of the Company’s common stock (see Notes 12 and
15).
|
|
·
|
On
June 16, 2009, the Company issued 6,667 shares valued at $5,467 to a
guarantor as consideration for providing a guarantee of a $100,000 bank
loan (see Note 11). The Company will accrue for issuance 1,111 shares of
its common stock as further consideration for each month or portion
thereof that the principal amount of the loan remains outstanding
beginning January 1, 2010. All accrued shares will be issued upon
repayment of the loan. The value of the shares was recorded as
debt issuance cost.
|
|
·
|
On
September 21, 2009, the Company issued 19,833 shares valued at $28,262 to
Mr. Davis as six months worth of consideration for providing a $243,000
loan (see Notes 10 and 15). The value of the shares was
recorded as debt issuance cost and is being amortized over six
months. The Company will accrue for issuance 2,700 shares of
its common stock as further consideration for each month or portion
thereof that the principal amount of the loan remains outstanding
beginning March 23, 2010. All accrued shares will be issued upon repayment
of the loan. The value of the shares was recorded as debt
issuance cost.
|
|
·
|
On
September 23, 2009, the Company issued 6,667 shares valued at $9,000 to a
guarantor as six months worth of consideration for providing a guarantee
of a $100,025 bank loan (see Note 11). The value of the shares
was recorded as debt issuance cost and is being amortized over six
months. The Company will accrue for issuance 1,111 shares of
its common stock as further consideration for each month or portion
thereof that the principal amount of the loan remains outstanding
beginning March 23, 2010. All accrued shares will be issued upon repayment
of the loan. The value of the shares was recorded as debt
issuance cost.
|
|
·
|
On
September 23, 2009, the Company issued 20,000 shares valued at $27,000 to
an individual lender as six months worth of consideration for providing a
$300,000 loan (see Note 10). The value of the shares was
recorded as debt issuance cost and is being amortized over six
months. The Company will accrue for issuance 3,333 shares of
its common stock as further consideration for each month or portion
thereof that the principal amount of the loan remains outstanding
beginning March 23, 2010. All accrued shares will be issued upon repayment
of the loan. The value of the shares was recorded as debt
issuance cost.
|
|
·
|
On
November 6, 2009, the Company issued 925 shares of its common stock valued
at $1,322 to Scott Smith, a director, as consideration for providing a
$26,000 loan.
|
|
(h)
|
Warrant
exercises
|
|
On
September 25, 2009, the Company commenced its Replacement Warrant
Offering. The warrants subject to the offer were: (a) 3,050,000
publicly traded warrants to purchase common stock that were issued on
January 12, 2009; and (b) 3,058,381 unregistered warrants to purchase
common stock which were also issued on January 12, 2009 (together, the
“Warrants”). Pursuant to the offer, the Company temporarily
modified the terms of the Warrants so that each holder who tendered
Warrants for early exercise on or before November 6, 2009 received, in
addition to the shares of common stock purchased upon exercise, new
three-year warrants to purchase the same number of shares of ProUroCare
common stock at an exercise price of $1.30 per share (the “Replacement
Warrants”). On November 6, 2009, Warrants to purchase 1,244,829
shares of common stock were tendered resulting in gross proceeds to the
Company of $1,618,278, including the cancellation of a $26,000 loan from a
director and $11,250 of directors’ fees owed to another director in lieu
of cash payments for the exercise of a portion the Warrants they
exercised.
|
|
The
$1,356,864 fair value of the Replacement Warrants as determined using the
Black-Scholes pricing model was expensed with an offsetting entry to
additional paid-in capital. The $1,618,278 purchase price of
the stock issued pursuant to the Warrant exercise, less the $171,865
expenses of the offering was recorded as capital stock and additional
paid-in capital.
|
|
In
December 2009, the Company issued 101,975 shares of common stock to
certain warrant holders upon their exercise of warrants. The
Company realized proceeds of $132,568 from these warrant
exercises.
|
|
(i)
|
Warrants
summary
|
Warrants
|
Weighted-Average Exercise
Price
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Outstanding,
January 1
|
1,074,014 | 639,504 | $ | 3.05 | $ | 6.61 | ||||||||||
Granted
|
7,689,349 | 538,297 | 1.30 | 1.38 | ||||||||||||
Exercised
|
(1,346,804 | ) | - | 1.30 | - | |||||||||||
Expired
|
(30,000 | ) | (103,787 | ) | 20.00 | 16.37 | ||||||||||
Outstanding,
December 31
|
7,386,559 | 1,074,014 | $ | 1.47 | $ | 3.05 |
|
(j)
|
Stock
Options
|
|
·
|
In
March 2002, the Company granted an aggregate of 90,000 employee stock
options to officers and directors that were exercisable at $11.33 per
share. The officers’ options vested ratably over a 36-month
period through December 2004, while the directors’ options vested ratably
over a 24-month period through April 2004. An aggregate
$342,782 of stock-based compensation expense related to these options was
recognized in the period from August 17, 1999 (inception) to December 31,
2009.
|
|
·
|
In
April 2002, the Company issued a nonqualified stock option to a consultant
to acquire 3,000 shares of common stock at $11.33 per share. This option
expired unexercised. At the same time, the Company also issued
a nonqualified stock option to another consultant to acquire 3,000 shares
of common stock at $11.33 per share. This option vested ratably over a
two-year period through April 2004. An aggregate of $27,600 of
stock-based compensation expense related to these options was recognized
in the period from August 17, 1999 (inception) to December 31,
2009.
|
|
·
|
In
February 2004, the Company issued 45,000 employee stock options to Michael
Grossman, our former President and Chief Operating
Officer. These options were valued at $6.70 per share, vested
ratably over a three-year period and are exercisable at $20.00 per
share. The Company expensed, $16,811 and $303,000 related to
these options during the year ended December 31, 2007 and the period from
August 17, 1999 (inception) to December 31, 2009,
respectively. Pursuant to a May 11, 2007 separation agreement,
the Company extended the date through which Mr. Grossman may exercise
45,000 options (including options gifted to his children) following his
separation until February 1, 2012. The Company recorded
stock-based compensation expense of $117,000 related to the extension of
the exercise date in the year ended December 31,
2007.
|
|
·
|
In
February 2004, the Company issued 3,000 nonqualified stock options to a
consultant in consideration of services rendered. The options
were valued at $6.70 per share, and vested as to 1,500 shares upon
issuance and as to the remaining 1,500 shares on January 1,
2005. These options are exercisable at $20.00 per share through
February 2014. The Company expensed $20,200 related to these
options during the period from August 17, 1999 (inception) to December 31,
2009.
|
|
·
|
In
July 2004, the Company issued 20,000 employee stock options to Mr. Thon in
connection with his employment agreement. These options were
valued at $15.00 per share, vested ratably over a three-year period, and
are exercisable at $25.00 per share through July 2014. The
Company expensed $58,314 and $300,000 related to these options during the
year ended December 31, 2007 and the period from August 17, 1999
(inception) to December 31, 2009, respectively. On July 11,
2008, in connection with the issuance of new options to Mr. Thon (see
below), these options were
cancelled.
|
|
·
|
In
January 2005, the Company issued 15,000 stock options to Mr. Carlson, who
at the time was the Company’s Vice President of Marketing and
Sales. The options were valued at $16.20 per share, vest
ratably over a three-year period, and are exercisable at $23.50 per share
through January 2015. The Company expensed $0, $6,729, and
$243,000 related to these options during the years ended December 31, 2009
and 2008 and the period from August 17, 1999 (inception) to December 31,
2009, respectively. On July 11, 2008, in connection with the
issuance of new options to Mr. Carlson (see below), these options were
cancelled.
|
|
·
|
In
September 2005, the Company issued 15,000 stock options exercisable at
$6.00 per share to an employee. The options were valued at
$5.30 per share and expired unexercised. The Company expensed
$15,460 related to these options during the period from August 17, 1999
(inception) to December 31, 2009.
|
|
·
|
On
March 1, 2006, the Company issued to five of its employees five-year stock
options to acquire a total of up to 20,000 shares of common stock at $7.50
per share. The options, valued at $5.60 per share, vest upon
the Company securing FDA approval of its ProUroScanTM
system. 10,000 of these options were awarded to employees who
subsequently left the Company and have been forfeited. The
remaining options are being expensed over the vesting period (estimated by
the Company as forty-one months) as general and administrative
expense. The Company expensed $2,823, $9,663 and $94,007
related to these options during the years ended December 31, 2009 and
2008, and the period from August 17, 1999 (inception) to December 31,
2009, respectively.
|
|
·
|
On
May 30, 2006, the Company issued 3,000 nonqualified stock options to Mr.
Smith, a director, upon his appointment to the Board. The
options were valued at $5.90 per share, and vested over a two year
period. These options are exercisable at $7.00 per share
through May 2013. The Company expensed $0, $3,688 and $17,700
related to these options during the years ended December 31, 2009 and
2008, and the period from August 17, 1999 (inception) to December 31,
2009, respectively.
|
|
·
|
On
February 1, 2007, the Company granted to Mr. Carlson, a seven-year option
to acquire up to 20,000 shares of the Company’s common stock at a price of
$5.00 per share. The options were valued at $3.40 per share
using the Black-Scholes pricing model and will be expensed over the
vesting period as general and administrative expense. The options vested
as follows:
|
|
(a)
|
5,000
shares vested immediately.
|
|
(b)
|
5,000
shares vest upon the Company’s closing on new equity financing
arrangements aggregating to $3,000,000 or more after February 1, 2007 and
prior to December 31, 2007. This objective was not met, and
these options did not vest and were
forfeited.
|
|
(c)
|
5,000
shares vest if the Company records gross product revenues of $1,000,000 or
more in the Company’s 2008 fiscal year. This objective was not
met, and these options did not vest and were
forfeited.
|
|
(d)
|
5,000
shares vested on December 31, 2008.
|
|
·
|
On
June 14, 2007, the Company issued 3,000 nonqualified stock options to Mr.
Rudelius, upon his appointment to the Board. The options were
valued at $2.40 per share, and vest ratably over a 24-month period through
June 14, 2009. These options are exercisable at $2.90 per share
through May 2014. The Company expensed $1,800, $3,600 and
$7,200 related to these options during the year ended December 31, 2009
and 2008, and the
period from August 17, 1999 (inception) to December 31, 2009,
respectively.
|
|
·
|
On
July 11, 2008, the Company issued incentive stock options to acquire
70,000 shares of its common stock to Mr. Carlson. The options
are exercisable for a period of seven years at an exercise price of $1.00
per share. Of the options, 10,000 shares vest immediately and
20,000 shares will vest on July 1 of each of 2009, 2010 and
2011. At the same time, Mr. Carlson agreed to cancel existing,
fully-vested stock options to acquire 15,000 shares of common stock at an
exercise price of $23.50 per share. The Company accounts for
options that are cancelled and reissued simultaneously as a modification
of the terms of the original option. Accordingly, the
incremental compensation cost of the fully vested portion of the newly
issued options, valued at $0.79 per share using the Black-Scholes pricing
model, over the $0.31 per share value of the cancelled options on the
cancellation date were expensed immediately as general and administrative
expense. The value of the unvested portion will be recorded as
general and administrative expense over the three-year vesting
period. The Company expensed $17,000, $11,750 and $28,750
related to these options during the year ended December 31, 2009 and 2008,
and the period from August 31, 1999 (inception) to December 31, 2009,
respectively.
|
|
·
|
On
July 11, 2008, the Company issued incentive stock options to acquire
35,000 shares of its common stock to Mr. Thon. The options are
exercisable for a period of seven years at an exercise price of $1.00 per
share. Of the options, 10,000 shares vest immediately and 8,333
shares will vest on July 1 of each of 2009, 2010 and 2011. At
the same time, Mr. Thon agreed to cancel existing, fully-vested stock
options to acquire 20,000 shares of common stock at an exercise price of
$25.00 per share. The Company accounts for options that are
cancelled and reissued simultaneously as a modification of the terms of
the original option. Accordingly, the incremental compensation
cost of the fully vested portion of the newly issued options, valued at
$0.79 per share using the Black-Scholes pricing model, over the $0.27 per
share value of the cancelled options on the cancellation date were
expensed immediately as general and administrative expense. The
value of the unvested portion will be recorded as general and
administrative expense over the three-year vesting period. The
Company expensed $7,083, $6,042 and $13,125 related to these options
during the year ended December 31, 2009 and 2008, and the period from
August 31, 1999 (inception) to December 31, 2009,
respectively.
|
|
·
|
On
August 11, 2008, the Company issued 1,000 non-qualified stock options
(immediately exercisable) to each of its three outside directors, Mr.
Koenig, Mr. Smith and Mr. Rudelius, pursuant to its standard annual option
award program, upon their re-election to the Company’s
Board. The options are exercisable for a period of seven years
at an exercise price of $0.90 per share, and were valued at $0.71 per
share. The Company expensed $2,130 related to these option
during the year ended December 31,
2008.
|
|
·
|
On
March 3, 2009, the Company granted non-qualified stock options to acquire
an aggregate of 70,000 shares of its common stock to its non-employee
directors, and incentive options to acquire 45,000 shares of its common
stock to Richard Thon, our Chief Financial Officer (the
“CFO”). The options are fully vested and are exercisable for a
period of seven years at an exercise price of $0.85 per
share. The 115,000 options were valued at $0.68 per share using
the Black-Scholes pricing model and $78,200 was immediately expensed as
general and administrative expense.
|
|
·
|
On
July 23, 2009, the Company granted a non-qualified stock option to acquire
an aggregate of 6,500 shares of its common stock to a consultant pursuant
to a consulting arrangement. The options are fully vested and
are exercisable for a period of five years at an exercise price of $1.21
per share. The options were valued at $0.87 per share using the
Black-Scholes pricing model and $5,655 was immediately expensed as general
and administrative expense.
|
|
·
|
On
July 23, 2009, the Company granted a non-qualified stock option to acquire
an aggregate of 100,000 shares of its common stock to a consultant
pursuant to a consulting arrangement. The options expire seven
years from the date of issuance and have an exercise price of $1.21 per
share. Options to purchase 50,000 shares vested immediately,
and were valued at $0.97 per share using the Black-Scholes pricing
model. Options to purchase the remaining 50,000 shares vest on
July 23, 2010 if the consultant remains a consultant to the Company at
that time. The cost of these options will ultimately be
measured on the date that the consultant’s performance is complete, which
is the vesting date. For purposes of measuring the cost during
interim periods, the options are measured at their then-current fair value
at each interim reporting date. The fair value of the unvested
options as of December 31, 2009 as determined using the Black Scholes
pricing model was $2.14 per share. The value of the options to
purchase all 100,000 shares is being recognized as general and
administrative expense over the 12 month consulting period. The
Company expensed $64,792 during the year ended December 31,
2009.
|
|
·
|
On
August 11, 2009, the Company issued 1,000 non-qualified stock options
(immediately exercisable) to each of its non-employee directors pursuant
to its standard annual option award program, upon their re-election to the
Board. The options are fully vested and exercisable for a
period of seven years at an exercise price of $1.25 per
share. The options were valued at $1.00 per share using the
Black-Scholes pricing model and $3,000 was immediately expensed as general
and administrative expense.
|
|
·
|
On
September 29, 2009, the Company issued non-qualified stock options to each
of its non-employee directors, Mr. Koenig (50,000 options), Mr. Smith
(30,000 options) and Mr. Rudelius (30,000 options). On the same
date, the Company issued incentive stock options to its executive
officers, Mr. Carlson (150,000 options) and Mr. Thon (60,000
options). The options expire seven years from the date of
issuance, are exercisable at $1.50 per share and vest upon the latter of
the date that the Company is cleared by the FDA to sell its ProUroScan
System in the United States or the date that the Company closes on an
aggregate of $2 million or more of incremental financing after the date of
grant, including financing received upon the exercise of existing
warrants. The options were valued at $1.21 per share using the
Black-Scholes pricing model and are being expensed over the estimated
vesting period as general and administrative expense. The
Company expensed $232,320 during the year ended December 31, 2009 related
to these options.
|
|
·
|
On
November 23, 2009, Mr. Koenig exercised 32,000 of his non-qualified
options in a cashless exercise that resulted in a net issuance of 22,229
shares of common stock.
|
|
(k)
|
Stock
options summary
|
Options
|
Weighted-Average Exercise
Price
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Outstanding,
January 1
|
233,000 | 175,500 | $ | 7.73 | $ | 15.16 | ||||||||||
Granted
|
644,500 | 108,000 | 1.23 | 1.00 | ||||||||||||
Exercised
|
(32,000 | ) | – | 0.86 | – | |||||||||||
Forfeited/Expired
|
(5,000 | ) | (50,500 | ) | 7.50 | 19.16 | ||||||||||
Outstanding,
December 31
|
840,500 | 233,000 | $ | 3.01 | $ | 7.73 | ||||||||||
Exercisable,
December 31
|
398,833 | 132,250 | $ | 4.73 | $ | 12.20 |
Options Vested or Expected to Vest
|
Options Exercisable
|
|||||||||||||||||||
Range of
Exercise Prices
|
Number of
Options
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life
|
Number of
Options
|
Weighted
Average
Exercise
Price
|
|||||||||||||||
$0.85-$1.25
|
400,500 | $ | 0.99 | 6.08 | 283,833 | 0.95 | ||||||||||||||
$1.50
|
320,000 | $ | 1.50 | 6.75 | - | - | ||||||||||||||
$2.90
|
3,000 | $ | 2.90 | 4.45 | 3,000 | 2.90 | ||||||||||||||
$5.00-$7.50
|
18,000 | $ | 6.03 | 5.04 | 13,000 | 5.46 | ||||||||||||||
$11.33
|
51,000 | $ | 11.33 | 2.26 | 51,000 | $ | 11.33 | |||||||||||||
$20.00
|
48,000 | $ | 20.00 | 2.21 | 48,000 | $ | 20.00 | |||||||||||||
840,500 | $ | 3.01 | 5.85 | 398,833 | $ | 4.73 |
(15)
|
Related
Parties
|
(16)
|
Subsequent
Events
|
|
Between
February 3, 2010 and March 2, 2010, holders of 249,970 warrants to
purchase the Company’s common stock exercised their warrants resulting in
proceeds to the Company of
$321,761.
|
ITEM
9:
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
ITEM
9A(T):
|
CONTROLS
AND PROCEDURES
|
|
·
|
pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
|
|
·
|
provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company
are being made only in accordance with authorizations of management and
directors of the Company; and
|
|
·
|
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition and use or disposition of the Company’s assets
that could have a material effect on the financial
statements.
|
ITEM
9B:
|
OTHER
INFORMATION
|
ITEM
10:
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
Name
|
Age
|
Position
|
||
Richard
C. Carlson
|
58
|
Chief
Executive Officer and Acting Chairman of the Board
|
||
Michael
Chambers
|
55
|
Director
|
||
James
L. Davis
|
65
|
Director
|
||
David
F. Koenig
|
69
|
Director
|
||
Robert
J. Rudelius
|
54
|
Director
|
||
Scott
E Smith
|
54
|
Director
|
||
Richard
B. Thon
|
|
54
|
|
Chief
Financial
Officer
|
Name
|
Number of Late Reports
|
Number of Transactions
Reported Late
|
||
David
Koenig
|
1
|
1
|
||
Robert
Rudelius
|
1
|
1
|
||
Scott
Smith
|
1
|
1
|
||
James
Davis
|
1
|
1
|
Name and
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)(3)
|
All Other
Compensa-
tion
($)(4)
|
Total
($)
|
||||||||||||||||
Richard
Carlson(1)
|
2009
|
$ | 150,000 | $ | 20,000 | $ | 249,700 | $ | 2,107 | $ | 421,807 | |||||||||||
Chief
Executive Officer
|
2008
|
$ | 150,000 | $ | — | $ | 58,900 | $ | 2,103 | $ | 231,003 | |||||||||||
and
Acting Chairman of the Board
|
||||||||||||||||||||||
Richard
Thon(2)
|
2009
|
$ | 133,015 | $ | 20,000 | $ | 103,200 | $ | 8,185 | $ | 264,400 | |||||||||||
Chief
Financial Officer
|
2008
|
$ | 136,375 | $ | — | $ | 29,150 | $ | 4,825 | $ | 170,350 |
(1)
|
All
compensation Mr. Carlson earned is related to his duties as an
officer. See “Executive Compensation—Employment Agreements” for
the terms of Mr. Carlson’s current employment arrangements with
us.
|
(2)
|
See
“Executive Compensation—Employment Agreements” for the terms of Mr. Thon’s
current employment arrangements with
us.
|
(3)
|
The
amount in the Option Awards column represents the aggregate grant date
fair value computed in accordance with Financial Accounting Standards
Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 for
stock options granted during the fiscal years ended December 31, 2009 and
2008, as determined using the Black-Scholes pricing model. See
Notes 1(f) and 7(b) to the Consolidated Financial Statements for the
fiscal year ended December 31, 2008 included in Part II, Item 8 of
our Annual Report on Form 10-K for the fiscal year ended December 31, 2008
and Notes 1(i) and 15(j) to the Consolidated Financial Statements for the
fiscal year ended December 31, 2009 included in Part II, Item 8 of this
Annual Report on Form 10-K for the material terms of stock option
grants.
|
(4)
|
Other
compensation represents insurance premiums paid by us with respect to term
life insurance and long-term care polices for the benefit of the
executive. There is no cash surrender value associated with the
policies.
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable(1)
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)
|
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
|
Option Expiration
Date
|
||||||||||||
Richard
Carlson
|
10,000 | — | — | $ | 5.00 |
February
1, 2017
|
|||||||||||
30,000 | 40,000 | (2) | — | $ | 1.00 |
July
11, 2015
|
|||||||||||
90,000 | 10,000 | (3) | — | $ | 0.85 |
March
3, 2016
|
|||||||||||
— | — | 150,000 | (4) | $ | 1.50 |
September
29, 2016
|
|||||||||||
Richard
Thon
|
— | — | 5,000 | (5) | $ | 7.50 |
March 1,
2011
|
||||||||||
3,000 | — | — | $ | 11.33 |
April 18,
2012
|
||||||||||||
18,333 | 16,667 | (6) | — | $ | 1.00 |
July
11, 2015
|
|||||||||||
45,000 | — | — | $ | 0.85 |
March
3, 2016
|
||||||||||||
— | — | 60,000 | (4) | $ | 1.50 |
September
29,
2016
|
(1)
|
See
Notes 1(i) and 14(j) to the Consolidated Financial Statements for the
fiscal year ended December 31, 2009 included in Part II, Item 8 in
this Annual Report on Form 10-K for the material terms of stock option
grants.
|
(2)
|
20,000
shares will vest on July 1 of each of 2010 and
2011.
|
(3)
|
Vested
January 1, 2010.
|
(4)
|
Equity
Incentive Plan awards will vest upon the latter of (i) the Company
securing FDA market clearance of its ProUroScan System and (ii) the date
that the Company closes on an aggregate of $2.0 million or more of
incremental equity financing after the date of
grant.
|
(5)
|
Equity
Incentive Plan Award that will vest upon the Company securing FDA market
clearance of its ProUroScan System.
|
(6)
|
8,333
shares will vest on July 1, 2010 and 8,334 shares on July 1,
2011.
|
Name
|
Fees Earned
or Paid in
Cash
($)
|
Stock
Awards(4)
($)
|
Option
Awards(5)
($)
|
Total
($)
|
||||||||||||
David
Koenig(1)
|
$ | 7,250 | $ | 7,250 | $ | 81,900 | $ | 96,400 | ||||||||
Scott
Smith(2)
|
$ | 12,500 | $ | 0 | $ | 50,900 | $ | 63,400 | ||||||||
Robert
Rudelius(3)
|
$ | 13,500 | $ | 0 | $ | 50,900 | $ | 64,400 |
|
(1)
|
Chairman
of the Compensation Committee.
|
|
(2)
|
Chairman
of the Audit Committee.
|
|
(3)
|
Chairman
of the Nominating and Governance
Committee.
|
|
(4)
|
On
September 29, 2009, we issued a total of 4,834 shares of our common stock
to Mr. Koenig in lieu of $7,250 cash as payment of directors’ fees earned
in 2009, based on the average of the closing bid and asked price on that
date as quoted by the OTCBB. Not included in the 2009
compensation are 27,366 shares of common stock issued to our directors in
lieu of cash as payment for $20,251 of directors’ fees earned in
2008.
|
|
(5)
|
The
amount in the Option Awards column represents the aggregate grant date
fair value computed in accordance with FASB ASC Topic 718 for stock
options granted during the fiscal years ended December 31, 2009 as
determined using the Black-Scholes pricing model. See Notes 1(i) and
14(j) to the Consolidated Financial Statements for the fiscal year ended
December 31, 2009 included in Part II, Item 8 of this Annual Report
on Form 10-K for the material terms of stock option grants. As
of December 31, 2009, Mr. Koenig held 53,000 stock options and Mr. Smith
and Mr. Rudelius each held 55,000
options.
|
ITEM
12:
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
Name
|
Shares
Beneficially Owned
|
Percent of Class
|
||||||
Richard
C. Carlson(1)
|
130,850 | 1.0 | ||||||
Michael
Chambers(2)
|
197,642 | 1.5 | ||||||
James
L. Davis (3)
|
3,042,914 | 21.6 | ||||||
David
F. Koenig(4)
|
107,363 | * | ||||||
Robert
J. Rudelius(5)
|
164,815 | 1.3 | ||||||
Scott
E Smith(6)
|
211,067 | 1.6 | ||||||
Richard
B. Thon(7)
|
66,333 | * | ||||||
All
directors and officers as a group (7 total)(8)
|
3,920,984 | 27.0 | ||||||
Armen
Sarvazyan(9)(10)
|
1,077,485 | 8.3 | ||||||
Phillips
W. Smith Family Trust(11)(12)
|
683,522 | 5.3 |
(1)
|
Includes
direct holdings of 850 shares of common stock and currently exercisable
options to purchase 130,000 shares of common
stock.
|
(2)
|
Includes
direct holdings of 113,000 shares of common stock, currently exercisable
options to purchase 866 shares of common stock and currently exercisable
warrants to purchase 83,776 shares of common
stock.
|
(3)
|
Includes
the following directly held shares and immediately exercisable warrants
and convertible notes: 1,739,210 shares of common stock, 66,666 shares of
stock issuable pursuant to loan guarantees within 60 days, currently
exercisable options to purchase 866 shares of common stock and warrants to
purchase 989,530 shares of common stock. Shares beneficially
owned also include the following shares and immediately exercisable
warrants held by Davis & Associates Inc., 401K PSP, of which
Mr. Davis has sole voting power: 74,964 shares of common stock and
warrants to purchase 91,014 shares of common stock. Shares
beneficially owned also include the following shares and immediately
exercisable warrants held by Davis & Associates Inc., of which
Mr. Davis has sole voting power: 37,482 shares of common stock and
warrants to purchase 43,182 shares of common
stock.
|
(4)
|
Includes
direct holdings of 75,916 shares of common stock held directly and
currently exercisable options to purchase 3,000 shares of common stock.
Also includes 1,875 shares held by Clinical Network Management Corp. and
26,572 shares held by Clinical Network, Inc. with respect to each of which
Mr. Koenig is an officer and minority
owner.
|
(5)
|
Includes
direct holdings of 64,317 shares of common stock, warrants to purchase
33,986 shares of common stock and currently exercisable options to
purchase 25,000 shares of common stock. Also includes 24,756
shares of common stock and currently exercisable warrants to purchase
16,756 share of common stock held by Nobel Ventures, of which Mr. Rudelius
is an officer and the managing
director.
|
(6)
|
Includes
direct holdings of 126,592 shares of common stock, warrants to purchase
59,475 shares of common stock and currently exercisable options to
purchase 25,000 shares of common
stock.
|
(7)
|
Includes
currently exercisable directly held options to purchase 66,333 shares of
common stock.
|
(8)
|
Includes
Messrs. Carlson, Chambers, Davis, Koenig, Rudelius, Smith and
Thon.
|
(9)
|
The
address of Dr. Sarvazyan is 1753 Linvale Harbourton Rd., Lambertville, NJ
08530.
|
(10)
|
Includes
direct holdings of 937,099 shares of common stock. Also
includes 122,386 shares of common stock and currently exercisable warrants
to purchase 18,000 shares of common stock held by Artann Laboratories
Inc., of which Dr. Sarvazyan is an officer and minority
owner.
|
(11)
|
The
address of the Phillips W. Smith Family Trust is 5636 E. Mockingbird Lane,
Paradise Valley, AZ 85253.
|
(12)
|
Shares
beneficially owned include 613,199 directly held shares and immediately
exercisable warrants to purchase 70,323
shares.
|
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available
for Issuance Under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
|
||||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity
compensation plans approved by stockholders (1)
|
840,500 | $ | 3.01 | 617,500 | ||||||||
Equity
compensation plans not approved by stockholders (2)
|
1,763,982 | $ | 2.07 | — | ||||||||
Total
|
2,604,482 | $ | 2.37 | 617,500 |
|
(1)
|
Includes
shares of our common stock issuable pursuant to options granted under our
2002, 2004 and 2009 Plans (as defined
below).
|
|
(2)
|
Consists
of warrants issued to vendors, consultants, lenders and loan
guarantors.
|
ITEM
13:
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
Related Party
|
Amount of Convertible Debt and
Accrued Interest Converted
|
Units Received upon
Conversion
|
||||||
James
Davis
|
$ | 393,557 | 652,182 | |||||
William
Reiling
|
$ | 52,474 | 74,964 | |||||
Robert
Rudelius
|
$ | 31,318 | 44,742 | |||||
Scott
Smith
|
$ | 36,732 | 52,475 |
Fee Category
|
Fiscal 2009 Fees
|
Fiscal 2008 Fees
|
||||||
Audit
Fees
|
$ | 77,041 | $ | 91,021 | ||||
Tax
Fees
|
2,060 | 1,300 | ||||||
All
Other Fees
|
20,955 | 44,790 | ||||||
Total
Fees
|
$ | 100,056 | $ | 137,111 |
Exhibit No.
|
Description
|
|
2.1
|
Agreement
of Merger and Reorganization by and among Global Internet Communications,
Inc., GIC Acquisition Co., and ProUroCare Inc. dated April 5, 2004
(incorporated by reference to Exhibit 2.1 to our Current Report on Form
8-K filed April 20, 2004).
|
|
2.2
|
Articles
of Merger relating to the merger of GIC Acquisition Co., then a wholly
owned subsidiary of the registrant with and into ProUroCare Inc., as filed
with the Minnesota Secretary of State on April 5, 2004 (incorporated by
reference to Exhibit 2.2 to our Current Report on Form 8-K filed April 20,
2004).
|
|
3.1
|
Amended
and Restated Articles of Incorporation of ProUroCare Medical Inc.
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K
filed August 17, 2009).
|
|
3.2
|
Amended
and Restated Bylaws of ProUroCare Medical Inc. (incorporated by reference
to Exhibit 3.2 to Annual Report on Form 10-KSB filed March 31,
2005).
|
|
4.1
|
Warrant
to acquire 300,000 shares of common stock of ProUroCare Medical Inc.,
issued in favor of BINA Enterprises on April 5, 2004 (incorporated by
reference to Exhibit 4.2 to Registration Statement on Form SB-2 filed
August 3, 2004).
|
|
4.2
|
Form
of Warrants issued to promissory note guarantors and a lender between
September 14 and October 19, 2005 (incorporated by reference to Exhibit
4.9 to Annual Report on Form 10-KSB filed March 31,
2006).
|
|
4.3
|
Warrant
to acquire 25,000 shares of common stock of ProUroCare Medical Inc. issued
in favor of Adron Holdings, LLC, dated January 25, 2006 (incorporated by
reference to Exhibit 10.7 to Current Report on Form 8-K filed January 31,
2006).
|
|
4.4
|
Form
of Warrant to acquire shares of common stock of ProUroCare Medical Inc.
issued in favor of Roman Pauly and Maryjo Pauly (37,500 shares), Andrew
Write (3,750 shares), Leslie Pearson (5,000 shares) and Roman Pauly
(31,817 shares), dated between June 1, 2006 and October 24, 2008
(incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K
filed June 6, 2006).
|
|
4.5
|
Form
of Warrants to acquire an aggregate of 67,657 shares of common stock of
ProUroCare Medical Inc. issued to the partners of Adron Holdings, LLC in
connection with a $100,000 promissory note dated November 29, 2006,
January 3, 2007, February 1, 2007, and January 16, 2008 (incorporated by
reference to Exhibit 4.17 to Annual Report on Form 10-KSB filed March 30,
2007).
|
|
4.6
|
Form
of Warrants to acquire an aggregate of 68,740 shares of common stock of
ProUroCare Medical Inc. issued in favor of subscribers of the Company’s
$500,000 Investment Unit offering dated January 18, 2007, January 23,
2007, February 28, 2007, and May 1, 2007 (incorporated by reference to
Exhibit 4.18 to Annual Report on Form 10-KSB filed March 30,
2007).
|
|
4.7
|
Amendment
No. 1 to Warrant to acquire 300,000 shares of common stock of ProUroCare
Medical Inc., originally issued in favor of BINA Enterprises on April 5,
2004, dated April 5, 2007 (incorporated by reference to Exhibit 4.14 to
Annual Report on Form 10-KSB filed March 31, 2008).
|
|
4.8
|
Form
of Warrant issued pursuant to the Company’s 2007 Private Placement dated
December 27, 2007 (incorporated by reference to Exhibit 4.16 to Annual
Report on Form 10-KSB filed March 31, 2008).
|
|
4.9
|
Warrant
issued to James Davis dated December 27, 2007 (incorporated by reference
to Exhibit 4.17 to Annual Report on Form 10-KSB filed March 31,
2008).
|
|
4.10
|
Form
of Warrant issued pursuant to the Company’s 2008 Private Placement dated
February 13, 2008 (incorporated by reference to Exhibit 4.18 to Annual
Report on Form 10-KSB filed March 31, 2008).
|
|
4.11
|
Form
of Warrants issued to William Reiling, James Davis, and the Phillips W.
Smith Family Trust dated April 3, 2008 (incorporated by reference to
Exhibit 4.1 to Quarterly Report on Form 10-Q filed May 8,
2008).
|
|
4.12
|
Form
of Origination Warrant issued pursuant to the Company’s Unit Put Agreement
dated September 16, 2008 (incorporated by reference to Exhibit 4.22 to
Registration Statement on Form S-1 filed September 19,
2008).
|
|
4.13
|
Form
of Put Warrant issued pursuant to the Company’s exercise of its put right
pursuant to the Unit Put Agreement dated September 16, 2008 (incorporated
by reference to Exhibit 4.23 to Registration Statement on Form S-1 filed
September 19, 2008).
|
|
4.14
|
Warrant
issued to James Davis dated September 25, 2008 (incorporated by reference
to Exhibit 4.1 to Quarterly Report on Form 10-Q filed October 23,
2008).
|
|
4.15
|
Form
of Warrant issued to James Davis, Bruce Culver, William S. Reiling, and
the Smith Family Trust, dated October 31, 2008 (incorporated by reference
to Exhibit 4.25 to Amendment No. 1 to Registration Statement on Form S-1
filed November 10, 2008).
|
Exhibit No.
|
Description
|
|
4.16
|
Form of
Underwriters Warrant Agreement (incorporated by reference to
Exhibit 4.26 to Amendment No. 3 to Registration Statement on
Form S-1 filed December 18, 2008).
|
|
4.17
|
Form
of Warrants to acquire an aggregate of 20,000 shares of common stock of
ProUroCare Medical Inc. issued in favor of Artann Laboratories and
Vladimir Drits on April 16, 2007 (incorporated by reference to Exhibit
4.18 to Registration Statement Form S-4/A filed October 16,
2009).
|
|
4.18
|
Form
of Warrants to purchase an aggregate of 7,295 shares of ProUroCare Medical
Inc. common stock issued to Roman Pauly on October 24, 2008 and January
12, 2009(incorporated by reference to Exhibit 4.19 to Registration
Statement Form S-4/A filed October 16, 2009).
|
|
4.19
|
Warrant
to purchase 28,656 shares of ProUroCare Medical Inc. common stock issued
to the Phillips W. Smith Family Trust on January 20, 2009 (incorporated by
reference to Exhibit 4.20 to Registration Statement Form S-4/A filed
October 16, 2009).
|
|
4.20
|
Warrant
to purchase 30,000 shares of ProUroCare Medical Inc. common stock issued
to Kohnstamm Communications on August 6, 2009 (incorporated by reference
to Exhibit 4.21 to Registration Statement Form S-4/A filed October 16,
2009).
|
|
4.21
|
Form
of Warrant Agreement between ProUroCare Medical Inc. and Interwest
Transfer (incorporated by reference to Exhibit 4.27 to Amendment
No. 3 to Registration Statement on Form S-1 filed
December 18, 2008).
|
|
4.22
|
Specimen
Warrant (incorporated by reference to Exhibit 4.28 to Amendment
No. 3 to Registration Statement on Form S-1 filed
December 18, 2008).
|
|
4.23
|
Form of
Unit Certificate (incorporated by reference to Exhibit 4.29 to
Amendment No. 3 to Registration Statement on Form S-1 filed
December 18, 2008).
|
|
4.24
|
Form of
Unit Agreement between ProUroCare Medical Inc. and Interwest Transfer
(incorporated by reference to Exhibit 4.30 to Amendment No. 3 to
Registration Statement on Form S-1 filed December 18,
2008).
|
|
4.25
|
Form
of First Amendment to Warrant Agreement between ProUroCare Medical Inc.
and Interwest Transfer Company, Inc. (incorporated by reference to Exhibit
4.3 to Registration Statement Form S-3 filed September 25,
2009).
|
|
4.26
|
Specimen
Replacement Warrant (incorporated by reference to Exhibit 4.4 to
Registration Statement Form S-3 filed September 25,
2009).
|
|
4.27
|
Warrant to acquire 381,173 shares of ProUroCare Medical Inc. common stock issued in favor of the Phillips W. Smith Family Trust on March 26, 2010 (filed herewith). | |
10.1
*
|
ProUroCare
Medical Inc. Amended and Restated 2002 Stock Plan (incorporated by
reference to Exhibit 4.1 to Registration Statement on Form S-8
filed March 31, 2008).
|
|
10.2
*
|
ProUroCare
Medical Inc. Amended and Restated 2004 Stock Option Plan
(incorporated by reference to Exhibit 4.2 to Registration Statement
on Form S-8 filed March 31, 2008).
|
|
10.3
|
Promissory
Note issued in favor of the Phillips W. Smith Family Trust executed
on October 31, 2007 effective as of October 15, 2007
(incorporated by reference to Exhibit 10.35 to Annual Report on
Form 10-KSB filed March 31, 2008).
|
|
10.4
|
Security
Agreement issued in favor of the Phillips W. Smith Family Trust
executed on October 31, 2007 effective as of October 15, 2007
(incorporated by reference to Exhibit 10.36 to Annual Report on
Form 10-KSB filed March 31, 2008).
|
|
10.5
|
$400,000
Promissory Note issued in favor of Crown Bank executed October 31,
2007(incorporated by reference to Exhibit 10.37 to Annual Report on
Form 10-KSB filed March 31, 2008).
|
|
10.6
|
$1,200,000
Promissory Note issued in favor of Crown Bank, executed October 31
2007 (incorporated by reference to Exhibit 10.38 to Annual Report on
Form 10-KSB filed March 31, 2008).
|
|
10.8
|
Guaranty
provided to Crown Bank on behalf of ProUroCare Medical Inc. by James
Davis dated October 10, 2007 (incorporated by reference to
Exhibit 10.41 to Annual Report on Form 10-KSB filed
March 31, 2008).
|
|
10.9
|
Guaranty
provided to Crown Bank on behalf of ProUroCare Medical Inc. by
William Reiling dated October 10, 2007 (incorporated by reference to
Exhibit 10.42 to Annual Report on Form 10-KSB filed
March 31, 2008).
|
|
10.14
|
Form of
Convertible Note issued pursuant to the Company’s 2008 Private Placement
dated February 13, 2008 (incorporated by reference to
Exhibit 10.47 to Annual Report on Form 10-KSB filed
March 31, 2008).
|
|
10.15
|
Amendment
No. 1 to Promissory Note dated July 31, 2007 between ProUroCare
Medical Inc. and the Phillips W. Smith Family Trust dated
March 11, 2008 (incorporated by reference to Exhibit 10.48 to
Annual Report on Form 10-KSB filed March 31,
2008).
|
|
10.16
|
Amendment
No. 1 to $600,000 Promissory Note dated October 15, 2007 between
ProUroCare Medical Inc. and the Phillips W. Smith Family Trust
dated March 11, 2008 (incorporated by reference to Exhibit 10.49
to Annual Report on Form 10-KSB filed March 31,
2008).
|
Exhibit No.
|
Description
|
|
10.17
|
Commercial
Loan and Security Agreement with Crown Bank, executed October 31,
2007 and effective as of December 28, 2007 (incorporated by reference
to Exhibit 10.39 to Annual Report on Form 10-KSB filed
March 31, 2008).
|
|
10.18
|
Asset
Purchase Agreement by and between ProUroCare Medical Inc. and
Profile, LLC dated April 3, 2008 (incorporated by reference to
Exhibit 10.1 to Quarterly Report on Form 10-Q filed May 8,
2008).
|
|
10.19
|
Security
Agreement by and between ProUroCare Medical Inc. and
Profile, LLC dated April 3, 2008 (incorporated by reference to
Exhibit 10.2 to Quarterly Report on Form 10-Q filed May 8,
2008).
|
|
10.20
|
Promissory
Note by and between ProUroCare Medical Inc. and Profile, LLC
dated April 3, 2008 (incorporated by reference to Exhibit 10.3
to Quarterly Report on Form 10-Q filed May 8,
2008).
|
|
10.21
|
Form of
Promissory Notes by and between ProUroCare Medical Inc. and each of
William Reiling, James Davis, and the Phillips W. Smith Family Trust
dated April 3, 2008 (incorporated by reference to Exhibit 10.4
to Quarterly Report on Form 10-Q filed May 8,
2008).
|
|
10.22
*
|
Employment
Agreement by and between ProUroCare Inc. and Richard Carlson dated
July 16, 2008 (incorporated by reference to Exhibit 10.1 to
Quarterly Report on Form 10-Q filed August 14,
2008).
|
|
10.23
*
|
Form of
Stock Option Agreement and Notice of Stock Option Grant for incentive
stock options issued to Richard Carlson and Richard Thon on July 11,
2008 (incorporated by reference to Exhibit 10.4 to Quarterly Report
on Form 10-Q filed August 14, 2008).
|
|
10.24
|
License
Agreement by and between ProUroCare Medical Inc. and Artann
Laboratories Inc. dated July 25, 2008 (incorporated by reference
to Exhibit 10.2 to Quarterly Report on Form 10-Q filed
August 14, 2008).
|
|
10.25
|
Development
and Commercialization Agreement by and between ProUroCare
Medical Inc. and Artann Laboratories Inc. dated July 25,
2008 (incorporated by reference to Exhibit 10.3 to Quarterly Report
on Form 10-Q filed August 14, 2008).
|
|
10.26
|
Amendment
Number 1 to Promissory Note by and between ProUroCare
Medical Inc. and Profile, LLC dated April 3, 2008
(incorporated by reference to Exhibit 10.1 to Current Report on
Form 8-K filed September 16, 2008).
|
|
10.27
|
Form of
Amendment Number 1 to Promissory Notes by and between ProUroCare
Medical Inc. and each of William Reiling, James Davis and the
Phillips W. Smith Family Trust dated April 3, 2008 (incorporated
by reference to Exhibit 10.2 on Form 8-K filed
September 16, 2008).
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10.28
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Unit
Put Agreement dated September 16, 2008 (incorporated by reference to
Exhibit 10.43 to Registration Statement on Form S-1 filed
September 19, 2008).
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10.29
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Form of
Unit Put Origination Warrant issued pursuant to Unit Put Agreement dated
September 16, 2008 (incorporated by reference from Exhibit 4.23
to Registration Statement on Form S-1 filed September 19,
2008).
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10.30
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Form of
Unit Put Warrant to be issued to Unit Put Agreement dated
September 16, 2008 (incorporated by reference from Exhibit 4.22
to Registration Statement on Form S-1 filed September 19,
2008).
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10.31
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Form of
Convertible Promissory Note issued pursuant to the Company’s exercise of
its put right pursuant to the Unit Put Agreement dated September 16,
2008 (incorporated by reference to Exhibit 10.44 to Registration
Statement on Form S-1 filed September 19,
2008).
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10.32
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Convertible
Promissory Note dated September 25, 2008 issued in favor of James
Davis (incorporated by reference to Exhibit 10.7 to Quarterly Report
on Form 10-Q filed October 23, 2008).
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10.33
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Amendment
of License Agreement by and between ProUroCare Medical Inc. and Artann
Laboratories, Inc. dated December 19, 2008 (incorporated by
reference to Exhibit 10.46 to Amendment No. 4 to Registration
Statement on Form S-1 filed December 22,
2008).
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10.34
|
Amendment
No.1 to Development and Commercialization Agreement by and between
ProUroCare Medical Inc. and Artann Laboratories, Inc. dated
December 19, 2008 (incorporated by reference to Exhibit 10.46 to
Amendment No. 4 to Registration Statement on Form S-1 filed
December 22, 2008).
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10.35
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Promissory
Note dated March 19, 2009 issued in favor of Crown Bank (incorporated
by reference to Exhibit 10.51 to Annual Report on Form 10-K
filed March 26, 2009).
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|
10.36
|
Financing
Agreement by and between ProUroCare Medical Inc. and James Davis dated
March 19, 2009 (incorporated by reference to Exhibit 10.52 to Annual
Report on Form 10-K filed March 26, 2009).
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|
10.37
|
Form of
Loan Guarantor Compensation Letter Agreement dated March 19, 2009
(incorporated by reference to Exhibit 10.53 to Annual Report on
Form 10-K filed March 26, 2009).
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10.38
|
Letter
Agreement by and between ProUroCare Medical Inc. and the Phillips W. Smith
Family Trust dated March 19, 2009 (incorporated by reference to
Exhibit 10.54 to Annual Report on Form 10-K filed March 26,
2009).
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Exhibit No.
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Description
|
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10.39
|
Amendment
#2 to $600,000 Promissory Note dated October 15, 2007 between
ProUroCare Medical Inc. and the Phillips W. Smith Family Trust
dated March 19, 2009 (incorporated by reference to Exhibit 10.55
to Annual Report on Form 10-K filed March 26,
2009).
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|
10.40
|
Convertible
Promissory Note dated March 19, 2009 issued in favor of James Davis
(incorporated by reference to Exhibit 10.56 to Annual Report on
Form 10-K filed March 26, 2009).
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10.41
|
Promissory
Note dated June 12, 2009 issued in favor of Crown Bank (incorporated
by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q
filed August 14, 2009).
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|
10.42
|
Security
Agreement with Crown Bank dated June 12, 2009 (incorporated by
reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed
August 14, 2009).
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|
10.43
|
ProUroCare
Medical Inc. 2009 Stock Plan (incorporated by reference to
Exhibit 10.1 to Current Report on Form 8-K filed August 17,
2009)
|
|
10.44
|
Promissory
Note dated September 21, 2009 issued in favor of James L. Davis
(incorporated by reference to Exhibit 10.44 to Registration Statement on
Form S-4/A filed October 16, 2009).
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|
10.45
|
Promissory
Note dated September 23, 2009 issued in favor of Jack Petersen
(incorporated by reference to Exhibit 10.45 to Registration Statement on
Form S-4/A filed October 16, 2009).
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|
10.46
|
Promissory
Note dated September 23, 2009 issued in favor of Central Bank
(incorporated by reference to Exhibit 10.46 to Registration Statement on
Form S-4/A filed October 16, 2009).
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|
10.47
|
Security
Agreement with Bruce Johnson dated September 23, 2009 (incorporated by
reference to Exhibit 10.47 to Registration Statement on Form S-4/A filed
October 16, 2009).
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|
10.48
|
Amendment
No.2 to Development and Commercialization Agreement by and between
ProUroCare Medical Inc. and Artann Laboratories, Inc. dated November
17, 2009 (filed herewith).
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10.49
|
Settlement
Agreement by and between ProUroCare Medical Inc. and Rensselaer
Polytechnic Institute dated December 7, 2009 (filed
herewith).
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|
10.50
|
Modification/Amendment
Agreement to Crown Bank Loans dated March 26, 2010 (filed
herewith).
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21.1
|
List
of Subsidiaries of ProUroCare Medical Inc. (incorporated by reference
to Exhibit 21.1 to Registration Statement on Form SB-2 filed
August 3, 2004).
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23.1
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Consent
of Baker Tilly Virchow Krause, LLP (filed herewith).
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24.1
|
Power
of Attorney (included on signature page hereof).
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31.1
|
Certification
of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
Sarbanes-Oxley Act of 2002 (filed herewith).
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31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the
Sarbanes-Oxley Act of 2002 (filed herewith).
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|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).
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|
By:
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/s/ Richard C. Carlson
|
Richard
C. Carlson
|
|
Chief
Executive Officer
|
|
Date:
March 31, 2010
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Name
|
Title
|
|
/s/ Richard C. Carlson
|
Chief
Executive Officer (Principal Executive Officer)
|
|
Richard
C. Carlson
|
||
/s/ Richard Thon
|
Chief
Financial Officer (Principal Financial and Accounting
|
|
Richard
Thon
|
Officer)
|
|
/s/ K. W. Michael Chambers
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Director
|
|
K.
W. Michael Chambers
|
||
/s/ James L. Davis
|
Director
|
|
James
L. Davis
|
||
/s/ David Koenig
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Director
|
|
David
Koenig
|
||
/s/ Robert Rudelius
|
Director
|
|
Robert
Rudelius
|
||
/s/ Scott E. Smith
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Director
|
|
Scott
E. Smith
|
||