Texas
|
2834
|
75-1974352
|
(State or jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification No.) |
o Large
accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company |
Title of each class of
securities to be registered |
Amount to be
Registered (1) |
Proposed Maximum
Offering Price Per Security |
Proposed Maximum
Aggregate Offering Price |
Amount of
Registration Fee (2) |
|||||||
Common Stock, $.01 par value per share |
10,000,000
|
$ |
0.30
|
$ |
3,000,000
|
$ |
213.90 *
|
Page
|
|
Prospectus Summary |
4
|
Risk Factors |
5
|
Forward-Looking Statements |
7
|
Use of Proceeds |
8
|
Selling Security Holders |
8
|
Plan of Distribution |
9
|
Description of Securities to be Registered |
9
|
Description of Business |
9
|
Description of Property |
16
|
Legal Proceedings |
16
|
Management's Discussion and Analysis or Plan of Operation |
16
|
Market Price of and Dividends on Registrants Common Equity and Related Stockholder Matters |
20
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Management |
24
|
Management |
24
|
Executive Compensation |
26
|
Security Ownership of Certain Beneficial Owners and Management |
29
|
Certain Relationships and Related Transactions, and Corporate Governance |
31
|
Additional Information |
32
|
Disclosure of Commission Position on Indemnification for Securities Act Liabilities |
32
|
Experts |
33
|
Unaudited Financial Statements |
34
|
Audited Financial Statements |
F-1
|
Securities Being Offered: | Up to 10,000,000 shares of common stock, par value $.01 |
Offering Price per Share: | $.10 |
Offering Period: | A period not to exceed 2 years. |
Proceeds to the Company: | $1,000,000 maximum less no more than 10% commission to the broker/dealer (if engaged) and less legal fees, printing fees, and other miscellaneous expenses equal to approximately $79,213.90 (of which $60,213.90 has been paid from other funds. |
Use of Proceeds: | General working capital and operating expense purposes. |
Number of Shares Outstanding Before this Offering: | 61,209,446 common and 1,700 preferred as of June 1, 2011 |
Stock Symbol: | AMAR |
Number of Shares Outstanding After this Offering: | 71,209,446 common if the maximum offered amount is reached. |
Risk Factors: | Carefully review this entire Prospectus and the "Risk Factors" section herein for factors you should carefully consider before making your investment decision. |
Use | Amount |
Debt Reduction | $250,000.00 |
General Working Capital | $731,000.00 |
Total | $981,000.00 |
| announcements of technological innovation or improved or new diagnostic products by others; |
| general market conditions; |
| changes in government regulation or patent decisions; |
| changes in insurance reimbursement practices or policies for diagnostic products. |
| net tangible assets in excess of $2,000,000, if such issuer has been in continuous operation for three years; |
| net tangible assets in excess of $5,000,000, if such issuer has been in continuous operation for less than three years; or |
| average revenue of at least $6,000,000, for the last three years. |
| The efficacy, safety and intended utilization of our product candidates; | |
| The conduct and results our of research, discovery and preclinical efforts and clinical trials; | |
| our plans regarding future research, discovery and preclinical efforts and clinical activities, collaborative, intellectual property and regulatory activities; | |
| Our results of operations, financial condition and businesses, and products and drug candidates under development; |
| our product candidates that appear promising in early research and clinical trials may not demonstrate safety and efficacy in subsequent clinical trials; | |
| risks associated with reliance on collaborative partners for further clinical trials and other development activities; | |
| risks involved with development and commercialization of product candidates; and | |
| risks involved in obtaining future financing. |
Use | Amount |
Debt Reduction | $250,000.00 |
General Working Capital | $731,000.00 |
Total | $981,000.00 |
| preclinical laboratory and animal tests; |
| submission of an investigational new drug application, or IND, which must become effective before human clinical trials may begin; |
| adequate and well-controlled human clinical trials to establish the safety and efficacy of the proposed drug for its intended use; |
| pre-approval inspection of manufacturing facilities and selected clinical investigators; |
| Submission of a New Drug Application (NDA) to the FDA; and |
| FDA approval of an, or NDA, or of an NDA supplement (for subsequent indications or other modifications, including a change in location of the manufacturing facility). |
Options/Warrants Exercised |
Reserved Common
Stock Returned to Treasury |
Common Stock Issued |
Net Cash to Company |
|
Options | 2,079,008 | 733,410 | 1,345,598 | $ 69,322 |
Warrants | 3,244,990 | 1,072,674 | 2,172,316 | $100,500 |
Total | 5,323,998 | 1,806,084 | 3,517,914 | $169,822 |
Calendar Quarter |
High Bid
|
Low Bid
|
|||||
2009 First Quarter | $ |
0.10
|
$ |
0.0401
|
|||
2009 Second Quarter | $ |
0.21
|
$ |
0.0511
|
|||
2009 Third Quarter | $ |
0.30
|
$ |
0.142
|
|||
2009 Fourth Quarter | $ |
0.28
|
$ |
0.145
|
|||
2010 First Quarter | $ |
0.208
|
$ |
0.091
|
|||
2010 Second Quarter | $ |
0.1398
|
$ |
0.06
|
|||
2010 Third Quarter | $ |
0.09
|
$ |
0.03
|
|||
20 10 Fourth Quarter | $ |
0.13
|
$ |
0.03
|
|||
2011 First Quarter* | $ |
0.13
|
$ |
0.063
|
|||
2011 Second Quarter* | $ |
0.0935
|
$ |
0.06
|
Common Stock Issued in 2010 |
Shares
|
Issue Price
|
Net Price
|
|||
Private placements - cash |
2,137,000
|
$0.10
|
$202,200
|
|||
Directors, officers, consultants plan - cash |
2,922,143
|
0.031-0.04
|
102,215
|
|||
Directors, officers, consultants plan - accrued salaries |
162,884
|
0.07
|
11,402
|
|||
Directors, officers, consultants plan- services |
481,938
|
0.04-0.16
|
41,202
|
|||
Options exercised - cash |
3,332,000
|
0.04-0.10
|
138,200
|
|||
Options exercised - cashless |
70,258
|
0.10
|
-
|
|||
Total Common Stock Issued in 2010 |
9,106,223
|
$0.031-0.16
|
$495,219
|
|||
|
|
Common Stock Issued in 2009 |
Shares
|
Issue Price
|
Net Price
|
|||
Private placements - cash |
7,977,350
|
$0.10
|
$754,735
|
|||
Directors, officers, consultants plan - cash |
62,500
|
0.08
|
5,000
|
|||
Directors, officers, consultants plan - accrued salaries |
1,877,715
|
0.05-0.20
|
157,619
|
|||
Directors, officers, consultants plan - services |
1,866,291
|
0.06-0.26
|
232,127
|
|||
Options exercised - cash |
1,774,889
|
0.10
|
169,822
|
|||
Options exercised - cashless |
2,528,879
|
0.10
|
-
|
|||
Total Common Stock Issued in 2009 |
16,087,624
|
$0.05-0.26
|
$1,319,303
|
|||
|
|
2010
|
2009
|
|||||||
Options
|
Price
|
Options
|
Price
|
|||||
Outstanding Beg. of Year |
6,603,404
|
$0.10-0.87
|
8,882,412
|
$0.10-0.87
|
||||
Granted |
13,750,000
|
0.04-0.11
|
2,650,000
|
0.13-0.18
|
||||
Cancelled/Expired |
(12,171,667
|
) |
0.04-0.40
|
(2,850,000
|
) |
0.13-0.72
|
||
Exercised |
(3,495,000
|
) |
0.04-0.10
|
(2,079,008
|
) |
0.10
|
||
Outstanding End of Year |
4,686,737
|
0.04-0.87
|
6,603,404
|
0.10-0.87
|
||||
Exercisable End of Year |
4,686,737
|
0.04-0.87
|
5,803,404
|
0.10-0.87
|
||||
|
|
2010
|
2009
|
|||||||
Warrants
|
Price Range
|
Warrants
|
Price Range
|
|||||
Outstanding Beg. of Year |
18,320,359
|
$0.10-0.20
|
15,360,000
|
$0.10-2.00
|
||||
Granted |
2,137,000
|
0.10
|
7,877,350
|
0.10-0.20
|
||||
Cancelled |
(12,000,000
|
) |
(0.10)
|
(200,000
|
) |
2.00
|
||
Exercised |
-
|
-
|
(4,716,991
|
) |
0.10
|
|||
Outstanding End of Year |
8,457,359
|
0.10-0.20
|
18,320,359
|
0.10-0.20
|
||||
Exercisable End of Year |
8,457,359
|
0.10-0.20
|
18,320,359
|
0.10-0.20
|
||||
|
|
Options/Warrants
Exercised 2009 |
Common Stock
Issued |
Release of
Reserved into Available Shares |
Net Cash
to Company |
|||||
Options |
2,079,008
|
1,345,598
|
733,410
|
$ 69,322
|
||||
Warrants |
3,244,990
|
2,172,316
|
1,072,674
|
100,500
|
||||
Total |
5,323,998
|
3,517,914
|
1,806,084
|
$169,822
|
||||
|
|
Options/Warrants
Exercised 2010 |
Common Stock
Issued |
Release of
Reserved into Available Shares |
Net Cash
to Company |
|||||
Options |
245,000
|
152,258
|
92,742
|
$ 8,200
|
||||
Warrants |
-
|
-
|
-
|
-
|
||||
Total |
245,000
|
152,258
|
92,742
|
$8,200
|
||||
|
|
Stock Plans * |
Issue Date Range
|
Total Shares
Authorized |
Shares Issued
|
Shares
Remaining |
2008 Stock Incentive Plan |
5/23/08
|
600,000
|
166,667
|
433,333
|
2008 Executive Officers Compensatory Stock Plan |
7/10/08 - 9/17/08
|
200,000
|
51,563
|
148,437
|
2008 Amended and Restated Directors,
Officers and Consultants Stock Purchase Plan |
10/22/08 - 12/31/10
|
8,000,000
|
7,575,672
|
424,328
|
2009 Consultants Stock Grant Plan |
7/13/09 - 10/31/09
|
100,000
|
50,000
|
50,000
|
Non Stock Plan Issuances |
6/2/08 - 03/12/10
|
929,562
|
205,863
|
723,699
|
Stock Option Plans * |
Issue Date Range
|
Total Options
Authorized** |
Options Issued
|
Options Remaining
|
2009A Officers, Directors, Employees
and Consultants Nonqualified Stock Option Plan *** |
04/30/09 - 07/29/10
|
20,000,000
|
2,950,000
|
, 17,050,000
|
Non Stock Option Plan Issuances |
06/30/08 - 12/16/08
|
1,056,912
|
1,056,912
|
0
|
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted
Average Exercise Price of Outstanding Options, Warrants and Rights |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plan |
|||||||
Equity Compensation approved by Security Holders |
-
|
$ |
-
|
-
|
|||||
Equity Compensation not approved by Security Holders |
4,577,217
|
$ |
0.267
|
4,577,217
|
(1) | ||||
TOTAL |
4,577,217
|
$ |
0.267
|
4,577,217
|
Name |
Age
|
Position | ||
Joseph M. Cummins, DVM, PhD (1) |
68
|
Chairman of the Board, President, Chief Executive Officer and Director | ||
Bernard Cohen |
57
|
Vice President and Chief Financial Officer | ||
Martin J. Cummins |
43
|
Vice President of Clinical & Regulatory Affairs | ||
Stephen Chen, PhD (2)(3)(4) |
60
|
Director | ||
Thomas D'Alonzo, JD (1)(2)(3)(4) |
65
|
Director | ||
Dennis Moore, DVM (1)(4) |
64
|
Director | ||
Paul Tibbits |
70
|
Director | ||
James Page, MD (2)(3) |
82
|
Director | ||
Marian Tibbits |
53
|
Director |
Name
and Principal Position |
Year
|
|
|
Salary
|
|
|
Bonus
|
|
Stock
Awards |
|
|
Option
Awards |
|
|
Non-Equity
Incentive Plan Compensation |
|
Nonqualified
Deferred Compensation Earnings |
|
All Other
Compensation |
|
|
Total
|
|
Joseph M. Cummins, Chairman of the Board, President and Chief Executive Officer |
2010
|
$ |
175,000
|
-
|
-
|
$ |
19,354
|
(10) |
-
|
-
|
-
|
$ |
194,354
|
||||||||||
2009
|
$ |
175,000
|
-
|
-
|
$ |
33,833
|
(6) |
-
|
-
|
-
|
$ |
208,833
|
|||||||||||
2008
|
$ |
175,000
|
$ |
2,500
|
-
|
$ |
28,220
|
(1) |
-
|
-
|
2,500
|
$ |
208,220
|
||||||||||
Martin J. Cummins, Vice President of Clinicaland Regulatory Affairs |
2010
|
$ |
125,000
|
100
|
-
|
$ |
16,128
|
(11) |
-
|
-
|
-
|
$ |
141,228
|
||||||||||
2009
|
$ |
125,000
|
-
|
-
|
$ |
22,555
|
(7) |
-
|
-
|
-
|
$ |
147,555
|
|||||||||||
2008
|
$ |
125,000
|
$ |
-
|
-
|
$ |
1,670
|
(2) |
-
|
-
|
-
|
$ |
126,670
|
||||||||||
Dr. Gary W. Coy,Vice President and ChiefFinancial Officer |
2010
|
$ |
-
|
-
|
-
|
$ |
-
|
-
|
-
|
-
|
$ |
-
|
|||||||||||
2009
|
$ |
89,901
|
-
|
-
|
$ |
39,472
|
(8) |
-
|
-
|
-
|
$ |
129,373
|
|||||||||||
2008
|
$ |
125,000
|
$ |
-
|
-
|
$ |
-
|
-
|
-
|
-
|
$ |
125,000
|
|||||||||||
Dr. Peter R. Mueller, Chief Operating Officer and Director of Research (4) |
2010
|
$ |
-
|
-
|
-
|
$ |
-
|
-
|
-
|
-
|
$ |
-
|
|||||||||||
2009
|
$ |
97,504
|
-
|
-
|
$ |
8,670
|
(9) |
-
|
-
|
-
|
$ |
106,174
|
|||||||||||
2008
|
$ |
148,750
|
$ | $ |
63,856
|
(3) | $ |
212,606
|
|||||||||||||||
Bernard Cohen, Vice-President and Chief Financial Officer (5) |
2010
|
$ |
36,170
|
$ |
100
|
-
|
$ |
3,226
|
(12) |
-
|
-
|
-
|
$ |
39,496
|
|||||||||
2009
|
$ |
7,743
|
-
|
-
|
-
|
-
|
-
|
-
|
$ |
7,743
|
|||||||||||||
2008
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Name |
Fees Earned
or Paid in Cash ($) (1) |
Stock
Awards ($) |
Option
Awards ($) (2) |
All Other
Compensation ($) |
Total
($) |
|||||||
Stephen Chen, PhD |
-
|
-
|
(3)
|
54,330
|
-
|
$ |
54,330
|
|||||
Thomas D'Alonzo, JD |
-
|
-
|
(4)
|
6,451
|
-
|
$ |
6,451
|
|||||
Dennis Moore, DVM |
-
|
-
|
(5)
|
6,451
|
-
|
$ |
6,451
|
|||||
James Page, MD |
-
|
-
|
(6)
|
6,451
|
-
|
$ |
6,451
|
|||||
Paul Tibbits |
-
|
-
|
|
Outstanding Equity Awards at December
31, 2010:
Option Awards |
||||||||||||||
Name |
Option
Grant Date |
|
Number of
Securities Underlying Unexercised Options(#) Exercisable |
|
Number of
Securities Underlying Unexercised Options(#) Unexercisable |
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option
Exercise Price ($) |
|
Option
Expiration Date |
||||
Joseph M. Cummins, Chairman, President, CEO (1) |
09/10/06
|
100,000
|
-
|
-
|
$ |
0.85
|
09/10/15
|
(2) | ||||||
12/16/08
|
490,000
|
-
|
-
|
$ |
0.10
|
12/16/11
|
||||||||
04/30/09
|
300,000
|
-
|
-
|
$ |
0.125
|
04/30/14
|
||||||||
07/29/10
|
300,000
|
-
|
-
|
$ |
0.065
|
07/29/20
|
||||||||
Martin J. Cummins, Vice President of Clinical and |
09/10/06
|
300,000
|
100,000
|
-
|
$ |
0.85
|
9/10/12
|
(2) | ||||||
Regulatory Affairs |
12/16/08
|
29,000
|
-
|
-
|
$ |
0.10
|
12/16/11
|
|||||||
04/30/09
|
200,000
|
-
|
-
|
$ |
0.125
|
04/30/14
|
||||||||
07/29/10
|
250,000
|
-
|
-
|
$ |
0.065
|
07/29/20
|
||||||||
Bernard Cohen, Vice President, CFO (1) |
07/29/10
|
50,000
|
-
|
-
|
$ |
0.065
|
07/29/20
|
Stock Awards
|
|||||||
Number
of Shares or Units of Stock That Have Not Vested (#) |
|
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity
Incentive Plan Awards: Market or Payout Valueof Unearned Shares, Units or Other Rights That Have Not Vested ($) |
||
Joseph M. Cummins |
0
|
0
|
0
|
0
|
|||
Martin J. Cummin |
0
|
0
|
0
|
0
|
|||
Bernard Cohen |
0
|
0
|
0
|
0
|
| each person known by us to be a beneficial owner of more than 5.0% of our outstanding common stock; | |
| each of our directors; | |
| each of our named executive officers; and | |
| all directors and executive officers as a group. | |
| each of our named executive officers; and | |
| all directors and executive officers as a group. |
Name of and Address of Beneficial Owner |
Amount and
Nature of Beneficial Ownership |
Percent of
Class (1) |
|||
5% Stock Holders | |||||
Hayashibara Biochemical Laboratories, Inc. 2-3 Shimoishii 1-chome Okayama 700, Japan |
3,118,655
|
5.10 %
|
|||
Cyto Biotech 6F No. 6 Sec 1 Jhongshing Road Wugu Shiang Taipei County 24872 Taiwan |
6,000,000
|
(10) |
9.35 %
|
||
Paul and Marian Tibbits 2371 Blue Ball Road Rineyville, KY 40162 |
9,221,082
|
(11) |
14.39 %
|
||
Directors and Named Executive Officers | |||||
Joseph M. Cummins Chairman, President and Chief Executive Officer 7635 Stuyvesant Ave. Amarillo, TX 79121 |
2,252,824
|
(2) |
3.61 %
|
||
Bernard Cohen Vice President and Chief Financial Officer 2803 Travis Amarillo, Texas 79109 |
50,000
|
(3) |
*
|
||
Martin J. Cummins Vice President, Clinical and Regulatory Affairs 6615 Sandie Dr. Amarillo, TX 79109 |
1,033,153
|
(4) |
1.66 %
|
||
Dennis Moore Director 402 Fish Hatchery Hamilton, MT 59840 |
665,478
|
(5) |
1.08 %
|
||
Thomas D'Alonzo Director 908 Vance Street Raleigh, NC 27608 |
235,472
|
(6) |
*
|
||
Stephen Chen Director Floor 7-1, No. 18, Xin Yi Road, Sec. 5 Taipei, Taiwan |
1,453,625
|
(7) |
2.35 %
|
||
James Page Director 103 Clubhouse Lane, #182 Naples, FL 34105 |
264,125
|
(8) |
*
|
||
Paul Tibbits and Marian
Tibbits (13) Directors 2371 Blue Ball Road Rineyville, KY 40162 |
9,221,082
|
(9) |
14.39 %
|
||
All directors and executive officers listed above, as a group. ( 9 persons) |
15,175,759
|
(12) |
22.49 %
|
March
31,
2011
|
December
31,
2010
|
|||||||
Assets
|
(unaudited)
|
|||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 1,539 | $ | 4,332 | ||||
Prepaid
expense and other current assets
|
138,608 | 135,634 | ||||||
Total
current assets
|
140,147 | 139,966 | ||||||
Property,
equipment and software, net
|
705 | 1,349 | ||||||
Patents,
net
|
115,413 | 118,038 | ||||||
Total
assets
|
$ | 256,265 | $ | 259,353 | ||||
Liabilities
and Stockholders' Deficit
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 692,678 | $ | 539,955 | ||||
Accrued
interest - related parties
|
773,912 | 751,294 | ||||||
Accrued
expenses -- related party
|
78,360 | 78,360 | ||||||
Derivative
liabilities
|
60,394 | 59,784 | ||||||
Notes
payable - related parties
|
2,220,000 | 2,200,000 | ||||||
Total
current liabilities
|
3,825,344 | 3,629,393 | ||||||
Total
liabilities
|
3,825,344 | 3,629,393 | ||||||
Commitments
and contingencies
|
||||||||
Stockholders'
deficit
|
||||||||
Preferred
stock, $0.01 par value:
|
||||||||
Authorized
shares - 10,000,000
|
||||||||
Issued
and outstanding shares -- 1,700 at
March
31, 2011 and 1,500 at December 31, 2010
|
17 | 15 | ||||||
Common
stock, $0.01par value:
|
||||||||
Authorized
shares - 100,000,000
|
||||||||
Issued
and outstanding shares -- 61,209,446 at March 31, 2011 and 61,147,224
at December 31, 2010
|
612,094 | 611,472 | ||||||
Additional
paid-in capital
|
30,860,096 | 30,835,300 | ||||||
Accumulated
deficit
|
(35,041,286 | ) | (34,816,827 | ) | ||||
Total
stockholders' deficit
|
(3,569,079 | ) | (3,370,040 | ) | ||||
Total
liabilities and stockholders' deficit
|
$ | 256,265 | $ | 259,353 |
Three
months ended
March
31,
|
||||||||
2011
|
2010
|
|||||||
Revenues:
|
||||||||
Product
sales
|
$ | 2,720 | $ | 96 | ||||
Total
revenues
|
2,720 | 96 | ||||||
Cost
of revenues:
|
||||||||
Product
sales
|
1,431 | 57 | ||||||
Total
cost of revenues
|
1,431 | 57 | ||||||
Gross
margin
|
1,289 | 39 | ||||||
Operating
expenses:
|
||||||||
Research
and development expenses
|
86,945 | 101,288 | ||||||
Selling,
general and administrative expenses
|
111,224 | 175,162 | ||||||
Total
operating expenses
|
198,169 | 276,450 | ||||||
Operating
loss
|
(196,880 | ) | (276,411 | ) | ||||
Other
income (expense):
|
||||||||
Change
in fair value of derivatives
|
(610 | ) | 63,733 | |||||
Interest
expense
|
(23,063 | ) | (22,769 | ) | ||||
Interest
and other income
|
300 | - | ||||||
Net
loss
|
(220,253 | ) | (235,447 | ) | ||||
Preferred
stock dividend
|
(4,206 | ) | - | |||||
Net
income (loss) applicable to common shareholders
|
$ | (224,459 | ) | $ | (235,447 | ) | ||
Basic
and diluted net loss per average share available to common shareholders
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted
average common shares outstanding -- basic and diluted
|
61,172,113 | 52,795,517 |
Three
months ended March 31,
|
|||||||
2011
|
2010
|
||||||
Net
cash used in operating activities
|
$
|
(39,615
|
)
|
$
|
(
118,579
|
)
|
|
Cash
from investing activities:
|
|||||||
Patent
expenditures
|
(1,178
|
)
|
(
4,871
|
)
|
|||
Net
cash used in investing activities
|
(1,178
|
)
|
(
4,871
|
)
|
|||
Cash
from financing activities:
|
|||||||
Proceeds
from issuance of note payable related party
|
20,000
|
-
|
|||||
Proceeds
from exercise of options
|
-
|
8,200
|
|||||
Proceeds
from sale of convertible preferred stock
|
18,000
|
-
|
|||||
Proceeds
from sale of common stock
|
-
|
103,000
|
|||||
Net
cash provided by financing activities
|
38,000
|
111,200
|
|||||
Net
change in cash
|
(2,793
|
)
|
(12,250
|
)
|
|||
Cash
and cash equivalents at beginning of period
|
4,332
|
24,216
|
|||||
Cash
and cash equivalents at end of period
|
$
|
1,539
|
$
|
11,966
|
|||
Supplemental
disclosure of cash flow information
|
|||||||
Cash
paid for interest
|
$
|
513
|
$
|
577
|
|||
Cash
paid for income taxes
|
$ |
-
|
$ |
-
|
1.
|
Basis
of presentation. The accompanying financial statements, which should
be read in conjunction with the financial statements and footnotes
included in the Company's Form 10-K for the year ended December 31,
2010 filed with the Securities and Exchange Commission, are unaudited,
but have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information. Accordingly,
they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States for
complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results
for the three months ended March 31, 2011 are not necessarily indicative
of the results that may be expected for the full year ending December
31, 2011.
|
2.
|
Financial
Condition. Our viability as a company is dependent upon successful
commercialization of products resulting from its research and product
development activities. We plan on working with commercial development
partners in the United States and in other parts of the world to provide
the necessary sales, marketing and distribution infrastructure to
successfully commercialize the interferon alpha product for both human
and animal applications. Our products will require significant
additional development, laboratory and clinical testing and investment
prior to obtaining regulatory approval to commercially market our
product(s). Accordingly, for at least the next few years, we will
continue to incur research and development and general and administrative
expenses and may not generate sufficient revenues from product sales
or license fees to support its operations.
|
|
The
Company continues to pursue a broad range of financing alternatives
to improve its financial condition. These alternatives may include
the sale or issuance of a substantial amount of common stock, common
stock warrants or stock options. These financing alternatives could
require an increase in the number of authorized shares of the Company's
common stock and result in significant dilution to existing shareholders
and, possibly, a change of control of the Company.
|
3.
|
Common
Stock. The shareholders have authorized 100,000,000 shares
of voting common shares for issuance. On March 31, 2011,
a total of 76,153,542 shares of common stock were either outstanding
(61,209,446) or reserved for issuance upon exercise of options and
warrants or conversion of convertible preferred stock (14,944,096). Common
stock issuances in the first quarter of 2011 are as follows:
|
Common
Stock Issued in Q1 2011
|
Shares
|
Issue
Price
|
Net
Price
|
|||||||||
Directors,
officers, consultants plan -- services
|
62,222 | $ | 0.09 | $ | 5,600 | |||||||
Total
Common Stock Issued in Q1 2011
|
62,222 | $ | 0.09 | $ | 5,600 |
4.
|
Common
Stock Options and Warrants. The Board granted 100,000 options
with a 2-year term and $0.075 exercise price to a consultant on March
8, 2011 with a fair value of $7,280. One quarter of the
options (fair value $1,820) vest each quarter during 2011.
|
5.
|
Convertible
Preferred Stock. The shareholders have authorized 10,000,000
shares of preferred stock shares for issuance. The Board of directors
authorized the issuance of up to 10,000 shares of Series 2010-A 10%
Convertible Preferred Stock on July 29, 2010. Each preferred
share is convertible into 1,000 common shares ($100 stated value per
share divided by $0.10). Dividends are payable quarterly at
10% per annum in cash or stock at the option of the preferred stock
Holder. Stock dividend payments are valued at the higher of
$0.10 per share of common stock or the average of the two highest
volume weighted average closing prices for the 5 consecutive trading
days ending on the trading day that is immediately prior to the dividend
payment date. During the first quarter of 2011, a total
of 200 shares of Series 2010-A 10% Convertible Preferred Stock were
issued. Net proceeds totaled $18,000 after $2,000 of brokerage
commissions. The preferred stock is convertible into 200,000
shares of restricted common stock.
|
|
The
Company accrued $4,206 of dividends on preferred stock during the
quarter.
|
6.
|
Notes
Payable -- Related Party. Two $1,000,000 notes are payable
under an unsecured loan agreement with Hayashibara Biochemical Laboratories,
Inc. ("HBL"), a major stockholder, dated July 22, 1999. Although
we are currently in repayment default on the notes, HBL has not demanded
payment.
|
|
In
2010, the Company entered into a verbal agreement with Paul Tibbits,
a Director, to purchase 12,000,000 warrants held by him for $200,000.
On January 10, 2011 a promissory note for the $200,000 was executed,
includes interest at 0.43% per annum, with no stated maturity date,
and no collateral.
|
|
On
March 9, 2011, the Company entered into a promissory agreement with
Paul Tibbits, a Director, for $20,000. A note was executed and includes
interest at 0.54% per annum, the note is due upon demand, or if no
demand is made, on September 11, 2011.
|
7.
|
Line
of Credit. We have a line of credit with Wells Fargo for
$20,000, with an interest rate of prime rate plus 6.75 percent. There
was an outstanding balance on March 31, 2011 of $18,498 which is included
in accounts payable.
|
8.
|
License
and Sublicense Agreements. During the first quarter of
2011 no license fees were received.
|
9.
|
Related
Party Transactions. The Company engaged the law firm of
Underwood, Wilson, Berry, Stein and Johnson P.C. of which Mr. Morris
was a shareholder through March 15, 2011. Mr. Morris also
was, and continues to be, the Secretary of the Company. During
the three months ended March 31, 2011 the Company incurred approximately
$17,625 of legal fees to said law firm.
|
10.
|
Subsequent
Events.
|
|
On
April 6, 2011, a note was executed for $40,000 owed to a Director,
with 0.54% interest rate and no collateral. The note is payable on
demand or in six months, whichever comes first.
|
|
On
April 15, 2011, the Company entered into a convertible debt agreement
with Asher Enterprises, Inc. and Hope Capital, Inc. The
note was in the amount of $63,000 at an annual interest rate of 14%
on a 365-day basis with a maturity date of April 14, 2012. All
or any part of the outstanding and unpaid principal of the note, along
with any accrued and unpaid interest (at the option of the Borrower);
can be converted into the Company's common stock at any time during
the term of the note. The conversion price is either variable
or fixed depending on the time of the conversion. If the
conversion takes place on or before the 240th
day after effective date of the note, the conversion price will be
the greater of the Variable Conversion Price and the Fixed Conversion
Price. If the conversion takes place after the 240th
day after the effective date of the note, the conversion price will
be the lesser of the Variable Conversion Price and the Fixed Conversion
Price. The Variable Conversion Price is 55% multiplied
by the market price (a 45% discount from market price). The
market price is the average of the three lowest trading prices during
the ten-day trading period ending on the latest complete trading day
prior to the conversion date. The Fixed Conversion Price
is $0.04 per share of common stock.
|
Contents
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Audited Financial Statements | |
Balance
Sheets
|
F-3
|
Statements
of Operations
|
F-4
|
Statements
of Stockholders' Deficit
|
F-5
|
Statements
of Cash Flows
|
F-6
|
Notes
to Financial Statements
|
F-7
|
December
31,
2010
|
December
31,
2009
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 4,332 | $ | 24,216 | ||||
Prepaid
expense and other current assets
|
135,634 | 87,208 | ||||||
Total
current assets
|
139,966 | 111,424 | ||||||
Property,
equipment and software, net
|
1,349 | 4,321 | ||||||
Patents,
net
|
118,038 | 123,184 | ||||||
Total
assets
|
$ | 259,353 | $ | 238,929 | ||||
Liabilities
and Stockholders' Deficit
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 539,955 | $ | 318,550 | ||||
Accrued
interest - related parties
|
751,294 | 661,294 | ||||||
Accrued
expenses -- related party
|
78,360 | 78,360 | ||||||
Derivative
liabilities
|
59,784 | 1,928,120 | ||||||
Notes
payable - related parties
|
2,200,000 | 2,000,000 | ||||||
Total
current liabilities
|
3,629,393 | 4,986,324 | ||||||
Total
liabilities
|
3,629,393 | 4,986,324 | ||||||
Commitments
and contingencies
|
||||||||
Stockholders'
deficit
|
||||||||
Preferred
stock, $0.01 par value:
|
||||||||
Authorized
shares - 10,000,000
|
||||||||
Issued
and outstanding shares -- 1,500 at
December 31,
2010 and 0 at December 31, 2009
|
15 | - | ||||||
Common
stock, $0.01par value:
|
||||||||
Authorized
shares - 100,000,000
|
||||||||
Issued
and outstanding shares -- 61,147,224 at December 31, 2010 and 52,041,001
at
December
31, 2009
|
611,472 | 520,410 | ||||||
Additional
paid-in capital
|
30,835,300 | 30,051,134 | ||||||
Accumulated
deficit
|
(34,816,827 | ) | (35,318,939 | ) | ||||
Total
stockholders' deficit
|
(3,370,040 | ) | (4,747,395 | ) | ||||
Total
liabilities and stockholders' deficit
|
$ | 259,353 | $ | 238,929 |
Year
ended December 31,
|
||||||||
2010
|
2009
|
|||||||
Revenues:
|
||||||||
Product
sales
|
$ | 5,150 | $ | 1,980 | ||||
Sublicense
fee and royalty revenue
|
- | 50,274 | ||||||
Total
revenues
|
5,150 | 52,254 | ||||||
Cost
of revenues:
|
||||||||
Product
sales
|
2,943 | 1,404 | ||||||
Sublicense
fee revenue
|
- | 24,407 | ||||||
Total
cost of revenues
|
2,943 | 25,811 | ||||||
Gross
margin
|
2,207 | 26,443 | ||||||
Operating
expenses:
|
||||||||
Research
and development expenses
|
433,357 | 464,789 | ||||||
Selling,
general and administrative expenses
|
638,164 | 1,202,702 | ||||||
Total
operating expenses
|
1,071,521 | 1,667,491 | ||||||
Operating
loss
|
(1,069,314 | ) | (1,641,048 | ) | ||||
Other
income (expense):
|
||||||||
Derivative
gain (loss)
|
1,668,336 | (1,240,397 | ) | |||||
Interest
expense
|
(93,950 | ) | (93,159 | ) | ||||
Interest
and other income
|
1,240 | 3,397 | ||||||
Net
income (loss)
|
506,312 | (2,971,207 | ) | |||||
Preferred
stock dividend
|
(4,200 | ) | - | |||||
Net
income (loss) applicable to common shareholders
|
$ | 502,112 | $ | (2,971,207 | ) | |||
Basic
net income (loss) per average share available to common shareholders
|
$ | 0.01 | $ | (0.07 | ) | |||
Diluted
net income (loss) per average share available to common shareholders
|
$ | 0.01 | $ | (0.07 | ) | |||
Weighted
average common shares outstanding -- basic
|
55,041,854 | 42,278,172 | ||||||
Weighted
average common shares outstanding - diluted
|
56,889,076 | 42,278,172 |
Issuance
Price
|
Preferred
Stock
|
Common
Stock
|
Additional
Paid-in-Capital
|
Accumulated
Deficit
|
Total
Stockholders'
Deficit
|
|||
Share
|
Amount
|
Shares
|
Amount
|
|||||
Balance
at December 31, 2008
|
-
|
$ -
|
35,953,377
|
$ 359,534
|
$ 28,322,564
|
$ (31,660,009)
|
$ (2,977,911)
|
|
Net
loss for year ended December 31, 2009
|
-
|
-
|
-
|
-
|
-
|
(2,971,207)
|
(2,971,207)
|
|
Reclassify
warrants with embedded derivatives to adopt FASB ASC Topic 815
|
-
|
-
|
-
|
-
|
(687,723)
|
(687,723)
|
||
Fair
value of options and warrants issued
|
-
|
-
|
-
|
-
|
485,995
|
-
|
485,995
|
|
Exercise
of options and warrants for cash, net
|
$0.10
|
-
|
-
|
1,774,889
|
17,749
|
152,073
|
-
|
169,822
|
Exercise
of cashless options and warrants
|
0.10
|
-
|
-
|
2,528,879
|
25,289
|
(25,289)
|
-
|
-
|
Option-warrant
inducement expense
|
-
|
-
|
-
|
-
|
84,148
|
-
|
84,148
|
|
Issuance
of common stock for cash in
private
placements and stock plan
|
0.08-010
|
-
|
-
|
8,039,850
|
80,398
|
679,337
|
-
|
759,735
|
Issuance
of common stock for services and salaries
|
0.045-0.22
|
-
|
-
|
3,744,006
|
37,440
|
352,306
|
-
|
389,746
|
|
|
|||||||
Balance
at December 31, 2009
|
-
|
-
|
52,041,001
|
520,410
|
30,051,134
|
(35,318,939)
|
(4,747,395)
|
|
Net
income for year ended December 31, 2010
|
-
|
-
|
-
|
-
|
-
|
506,312
|
506,312
|
|
|
|
|||||||
Fair
value of options and warrants issued
|
$0.04-0.85
|
-
|
-
|
-
|
-
|
240,567
|
-
|
240,567
|
Exercise
of options and warrants for cash, net
|
0.10
|
-
|
-
|
3,332,000
|
33,320
|
104,880
|
-
|
138,200
|
Exercise
of cashless options and warrants
|
0.10
|
-
|
-
|
70,258
|
703
|
(703)
|
-
|
-
|
Option-warrant
inducement expense
|
-
|
-
|
-
|
-
|
4,457
|
-
|
4,457
|
|
Issuance
of common stock for cash in
private
placements and under stock plan
|
0.035-0.10
|
-
|
-
|
5,059,143
|
50,591
|
253,824
|
-
|
304,415
|
Issuance
of common stock for services and salaries
|
0.04-0.16
|
-
|
-
|
644,822
|
6,448
|
46,156
|
-
|
52,604
|
Issuances
of convertible preferred stock, net
|
100.00
|
1,500
|
15
|
-
|
-
|
134,985
|
-
|
135,000
|
Preferred
stock dividends
|
-
|
-
|
-
|
-
|
-
|
(4,200)
|
(4,200)
|
|
Balance
at December 31, 2010
|
1,500
|
$ 15
|
61,147,224
|
$ 611,472
|
$ 30,835,300
|
$ (34,816,827)
|
$ (3,370,040)
|
Year
ended December 31
|
||||||||
Cash
flows from Operating Activities
|
2010
|
2009
|
||||||
Net
income (loss)
|
$ | 506,312 | $ | (2,971,207 | ) | |||
Adjustments
to reconcile net income (loss) to net cash
used
in operating activities:
|
||||||||
Depreciation
and amortization
|
19,851 | 21,978 | ||||||
Common
stock issued for salaries and services
|
52,604 | 315,390 | ||||||
Fair
value of options granted
|
240,567 | 485,995 | ||||||
Inducement
expense
|
4,457 | 84,148 | ||||||
Change
in fair value of derivative liabilities
|
(1,668,336 | ) | 1,240,397 | |||||
Changes
in operating assets and liabilities:
|
||||||||
Prepaid
expense and other current assets
|
(48,426 | ) | (39 | ) | ||||
Accounts
payable and accrued expenses
|
218,433 | (192,686 | ) | |||||
Accrued
interest -- related parties
|
90,000 | 88,521 | ||||||
Accrued
expenses -- related parties
|
- | 24,389 | ||||||
Net
cash used in operating activities
|
(584,538 | ) | (903,114 | ) | ||||
Cash
flows from Investing Activities
|
||||||||
Investment
in patents
|
(11,733 | ) | (13,080 | ) | ||||
Net
cash used in investing activities
|
(11,733 | ) | (13,080 | ) | ||||
Cash
flows from Financing Activities
|
||||||||
Proceeds
from exercise of warrants and options
|
138,200 | 169,822 | ||||||
Issuance
of common stock for cash
|
304,415 | 759,735 | ||||||
Payment
of dividends on preferred stock
|
(1,228 | ) | - | |||||
Issuance
of convertible preferred stock for cash
|
135,000 | - | ||||||
Net
cash provided by financing activities
|
576,387 | 929,557 | ||||||
Net
increase (decrease) in cash
|
(19,884 | ) | 13,363 | |||||
Cash
and cash equivalents at beginning of period
|
24,216 | 10,853 | ||||||
Cash
and cash equivalents at end of period
|
$ | 4,332 | $ | 24,216 | ||||
Supplemental
Cash Flow Information
|
||||||||
Cash
paid for interest
|
$ | 3,893 | $ | 4,638 | ||||
Cash
paid for income taxes
|
$ | - | $ | - | ||||
Non-Cash
Transactions
|
||||||||
Common
stock issued for prepaid legal fees
|
$ | - | $ | 74,356 | ||||
Acquisition
of warrants for note payable
|
$ | 200,000 | $ | - | ||||
Declared
and unpaid dividends on preferred stock
|
$ | 2,972 | $ | - |
|
·
|
Level
1, defined as observable inputs such as quoted prices for identical
instruments in active markets;
|
|
·
|
Level
2, defined as inputs other than quoted prices in active markets that
are either directly or indirectly observable such as quoted prices
for similar instruments in active markets or quoted prices for identical
or similar instruments in markets that are not active; and
|
|
·
|
Level
3, defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one
more significant inputs or significant value drivers are unobservable.
|
2010
|
2009
|
|||||||
Furniture
and equipment
|
$ | 38,221 | $ | 38,221 | ||||
Software
|
8,012 | 8,012 | ||||||
46,233 | 46,233 | |||||||
Less: accumulated
depreciation
|
(44,884 | ) | (41,912 | ) | ||||
Fixed
Assets, net
|
$ | 1,349 | $ | 4,321 |
Common
Stock Issued in 2010
|
Shares
|
Issue
Price
|
Net
Price
|
Private
placements -- cash
|
2,137,000
|
$0.10
|
$202,200
|
Directors,
officers, consultants plan -- cash
|
2,922,143
|
0.031-0.04
|
102,215
|
Directors,
officers, consultants plan -- accrued salaries
|
162,884
|
0.07
|
11,402
|
Directors,
officers, consultants plan -- services
|
481,938
|
0.04-0.16
|
41,202
|
Options
exercised -- cash
|
3,332,000
|
0.04-0.10
|
138,200
|
Options
exercised -- cashless
|
70,258
|
0.10
|
-
|
Total
Common Stock Issued in 2010
|
9,106,223
|
$0.031-0.16
|
$495,219
|
Common
Stock Issued in 2009
|
Shares
|
Issue
Price
|
Net
Price
|
Private
placements -- cash
|
7,977,350
|
$0.10
|
$754,735
|
Directors,
officers, consultants plan -- cash
|
62,500
|
0.08
|
5,000
|
Directors,
officers, consultants plan -- accrued salaries
|
1,877,715
|
0.05-0.20
|
157,619
|
Directors,
officers, consultants plan -- services
|
1,866,291
|
0.06-0.26
|
232,127
|
Options
exercised -- cash
|
1,774,889
|
0.10
|
169,822
|
Options
exercised -- cashless
|
2,528,879
|
0.10
|
-
|
Total
Common Stock Issued in 2009
|
16,087,624
|
$0.05-0.26
|
$1,319,303
|
Stock
Plans *
|
Issue
Date Range
|
Total
Shares Authorized
|
Shares
Issued
|
Shares
Remaining
|
|
2008
Stock Incentive Plan
|
5/23/08
|
600,000
|
166,667
|
433,333
|
|
2008
Executive Officers Compensatory Stock Plan
|
7/10/08
-- 9/17/08
|
200,000
|
51,563
|
148,437
|
|
2008
Amended and Restated Directors, Officers and Consultants Stock Purchase
Plan
|
10/22/08
-- 12/31/10
|
8,000,000
|
7,575,672
|
424,328
|
|
2009
Consultants Stock Grant Plan
|
7/13/09
-- 10/31/09
|
100,000
|
50,000
|
50,000
|
|
Non
Stock Plan Issuances
|
6/2/08
-- 03/12/10
|
929,562
|
205,863
|
723,699
|
Stock
Option Plans *
|
Issue
Date Range
|
Total
Options Authorized**
|
Options
Issued
|
Options
Remaining
|
2009A
Officers, Directors, Employees and Consultants Nonqualified Stock
Option Plan ***
|
04/30/09
-- 07/29/10
|
20,000,000
|
2,950,000
|
17,050,000
|
Non
Stock Option Plan Issuances
|
06/30/08
-- 12/16/08
|
1,056,912
|
1,056,912
|
0
|
2010
|
2009
|
|||||||||||||||
Options
|
Price
|
Options
|
Price
|
|||||||||||||
Outstanding
Beg. of Year
|
6,603,404 | $ | 0.10-0.87 | 8,882,412 | $ | 0.10-0.87 | ||||||||||
Granted
|
13,750,000 | 0.04-0.11 | 2,650,000 | 0.13-0.18 | ||||||||||||
Cancelled/Expired
|
(12,171,667 | ) | 0.04-0.40 | (2,850,000 | ) | 0.13-0.72 | ||||||||||
Exercised
|
(3,495,000 | ) | 0.04-0.10 | (2,079,008 | ) | 0.10 | ||||||||||
Outstanding
End of Year
|
4,686,737 | 0.04-0.87 | 6,603,404 | 0.10-0.87 | ||||||||||||
Exercisable
End of Year
|
4,686,737 | 0.04-0.87 | 5,803,404 | 0.10-0.87 |
2010
|
2009
|
|||||||||||||||
Warrants
|
Price
Range
|
Warrants
|
Price
Range
|
|||||||||||||
Outstanding
Beg. of Year
|
18,320,359 | $ | 0.10-0.20 | 15,360,000 | $ | 0.10-2.00 | ||||||||||
Granted
|
2,137,000 | 0.10 | 7,877,350 | 0.10-0.20 | ||||||||||||
Cancelled
|
(12,000,000 | ) | (0.10 | ) | (200,000 | ) | 2.00 | |||||||||
Exercised
|
- | - | (4,716,991 | ) | 0.10 | |||||||||||
Outstanding
End of Year
|
8,457,359 | 0.10-0.20 | 18,320,359 | 0.10-0.20 | ||||||||||||
Exercisable
End of Year
|
8,457,359 | 0.10-0.20 | 18,320,359 | 0.10-0.20 |
Options/Warrants
Exercised 2009
|
Common
Stock Issued
|
Release
of Reserved into Available Shares
|
Net
Cash to Company
|
|
Options
|
2,079,008
|
1,345,598
|
733,410
|
$
69,322
|
Warrants
|
3,244,990
|
2,172,316
|
1,072,674
|
100,500
|
Total
|
5,323,998
|
3,517,914
|
1,806,084
|
$169,822
|
Options/Warrants
Exercised 2010
|
Common
Stock Issued
|
Release
of Reserved into Available Shares
|
Net
Cash to Company
|
|
Options
|
245,000
|
152,258
|
92,742
|
$
8,200
|
Warrants
|
-
|
-
|
-
|
-
|
Total
|
245,000
|
152,258
|
92,742
|
$8,200
|
Item 13. | Other Expenses of Issuance and Distribution |
Registration Fees | $ |
213.90
|
|||
Costs of Printing and Engraving | $ |
2,000
|
* | ||
Legal Fees | $ |
70,500
|
|||
Accounting Fees and Edgarizing Costs | $ |
1,500
|
* | ||
State Blue Sky Qualification Fees | $ |
5,000
|
* | ||
Total Estimated Costs of Offering | $ |
79,213.90
|
* | ||
* Estimate |
Item 14. | Indemnification of Directors and Officers |
Item 15. | Recent Sales of Unregistered Securities |
Item 16. | Exhibits |
Exhibit Number | Description of Document | |
3.1
|
Restated Articles of Incorporation of the Company, dated July 5, 2007. | |
3.3*
|
Bylaws of the Company. | |
4.1*
|
Specimen Common Stock Certificate. | |
4.2*
|
Form of Underwriter's Warrant. | |
4.3(5)
|
Form of Series A Common Stock Purchase Warrant, dated January 8, 2008, between the Company and Firebird Global Master Fund, Ltd. | |
5.1(13)
|
Opinion of Underwood, Wilson, Berry, Stein & Johnson, P.C. | |
10.1(11)
|
2008 Stock Incentive Plan dated May 20, 2008. | |
10.2*
|
License Agreement dated as of March 22, 1988 between the Company and The Texas A&M University System. | |
10.3(9)
|
2006 Employee Stock Option and Stock Bonus Plan | |
10.4(9)
|
Office/Warehouse Lease Agreement dated December 22, 2006, between Wild Pony Holdings, L.P. and the Company. | |
10.5*
|
Joint Development and Manufacturing/Supply Agreement dated March 13, 1992 between the Company and HBL, as amended. | |
10.6(9)
|
Engagement Letter dated September 22, 2007, between MidSouth Capital Markets Group, Inc. and the Company. | |
10.7*
|
Japan Animal Health License Agreement dated January 20, 1993 between the Company and HBL. | |
10.11*
|
Manufacturing/Supply Agreement dated June 1, 1994 between the Company and HBL. | |
10.12*
|
Settlement Agreement dated April 27, 1995 among the Company, ISI, Pharma Pacific Management Pty. Ltd. ("PPM"), Pharma Pacific Pty. Ltd., Pharma Pacific Ltd. and Fernz Corporation Limited. | |
10.14*
|
PPM/ACC Sublicense Agreement dated April 27, 1995 between PPM and the Company. | |
10.18*
|
Form of Consulting Agreement between the Company and the Underwriter. | |
10.19(10)
|
Stock Option Agreement, dated July 18, 2007, between the Company and Commonwealth Associates | |
10.20
|
1996 Employee Stock Option Plan, Amended and Restated as of May 11, 1999. | |
10.21
|
Outside Director and Advisor Stock Option Plan, Amended and Restated as of May 11, 1999. | |
10.22*
|
Form of Indemnification Agreement between the Company and officers and directors of the Company. | |
10.23*
|
Indemnification Agreement between HBL and the Company. | |
10.24(10)
|
Warrant Agreement, dated June 27, 2006, between the Company and Marks Value Partners, LLC | |
10.25(10)
|
Engagement Letter, dated November 3, 2006, between the Company and MidSouth Capital, Inc. | |
10.26**
|
License Agreement dated July 22, 1997 between Hoffmann-La Roche, Inc. and the Company. | |
10.27**
|
Distribution Agreement dated January 12, 1998 between Global Damon Pharmaceutical and the Company. |
10.28**
|
Distribution Agreement dated September 17, 1997 between HBL and the Company (tumor necrosis factor-alpha). | |
10.29**
|
Distribution Agreement dated September 17, 1997 between HBL and the Company (interferon gamma). | |
10.30***
|
Amendment No. 1 dated September 28, 1998 to License Agreement of March 22, 1988 between The Texas A&M University System and the Company. | |
10.36
|
License Agreement dated February 1, 2000 between Molecular Medicine Research Institute and the Company (interferon gamma administered orally). | |
10.37 a
|
License and Supply Agreement dated April 3, 2000 with Key Oncologics (Pty) Ltd. and the Company. | |
10.38
|
Amendment No. 1 dated April 4, 2000, to Interferon Gamma Distribution Agreement dated September 17, 1997 between HBL and the Company (interferon gamma). | |
10.39 a
|
License and Supply Agreement dated April 25, 2000 between Biopharm for Scientific Research and Drug Industry Development and the Company. | |
10.40 a
|
Sales Agreement dated May 5, 2000 between Wilke Resources, Inc. and the Company. | |
10.41
|
Engagement Agreement dated September 26, 2000 between Hunter Wise Financial Group, LLC and the Company. | |
10.42 a
|
Supply Agreement (Anhydrous Crystalline Maltose) dated October 13, 2000 between Hayashibara Biochemical Laboratories, Inc. and the Company. | |
10.43 a
|
Supply Agreement dated December 11, 2000 between Natrol, Inc. and the Company. | |
10.44 a
|
License Agreement dated September 7, 2001 between Atrix Laboratories, Inc. and the Company. | |
10.45 a
|
Supply Agreement dated June 20, 2004 between Global Kinetics, Inc. and the Company. | |
10.46 a
|
License and Supply Agreement dated September 13, 2004 between Nobel ILAC SANAYII VE TICARET A.S. and the Company | |
10.47(3)a
|
License and Supply Agreement dated October 19, 2005 between Global Kinetics, Inc. and the Company. | |
10.48(3)a
|
License and Supply Agreement dated January 18, 2006, between Bumimedic (Malaysia) SDN. BHD., and the Company. | |
10.49(4)
|
Employment Contract dated March 13, 2006, between Gary W. Coy and the Company. | |
10.50(4)
|
Employment Contract dated September 10, 2006, between Joseph M. Cummins and the Company. | |
10.51(4)
|
Employment Contract dated September 10, 2006, between Martin J. Cummins and the Company. | |
10.52(4)a
|
Supply Agreement (Anhydrous Crystalline Maltose) dated October 16, 2006 between Hayashibara Biochemical Laboratories, Inc. and the Company | |
10.53(4)a
|
License and Supply Agreement dated November 16, 2006, between CytoPharm, Inc. and the Company. | |
10.54(5)
|
Securities Purchase Agreement dated January 8, 2008, between the Company and Firebird Global Master Fund, Ltd. | |
10.55(5)
|
Registration Rights Agreement dated January 8, 2008, between the Company and Firebird Global Master Fund, Ltd.* | |
10.56(5)
|
Certificate of Designation of Preferences dated January 8, 2008, executed by the Company | |
10.57(5)
|
Series A Common Stock Purchase Warrant dated January 8, 2008, between the Company and Firebird Global Master Fund, Ltd. | |
10.58(7)
|
Amendment No. 1 to the Securities Purchase Agreement dated February 14, 2008, between the Company and Firebird Global Master Fund, Ltd. | |
10.59(7)
|
Amendment No. 1 to the Registration Rights Agreement dated February 14, 2008, between the Company and Firebird Global Master Fund, Ltd. | |
10.60(8)a
|
Supply Agreement, dated March 20, 2008, between the Company and CytoPharm, Inc. | |
10.61(8)
|
Employment Contract, dated April 15, 2008, between the Company and Peter Mueller | |
10.62(9)a
|
Engagement Letter dated September 22, 2007, between MidSouth Capital Markets Group, Inc. and the Company. | |
10.63(10)
|
Consulting Agreement, dated July 18, 2007, between the Company and Commonwealth Associates | |
10.64(10)
|
Stock Option Agreement, dated June 21, 2006, between the Company and Teel Bivins | |
10.65(10)
|
Consulting Agreement, dated April 21, 2006, between the Company Teel Bivins | |
10.66(10)
|
Investor Direct Marketing Services Agreement, dated June 26, 2006, between the Company and Marks Value Partners LLC | |
10.67(12)
|
License and Supply Agreement Between Cyto Biotech, Inc. and Amarillo Biosciences, Inc. | |
10.68
|
Addendum dated February 20, 2009, to the License and Supply Agreement dated February 6, 2009, between Cyto Biotech, Inc. and the Company | |
10.69
|
Consulting Agreement dated September 4, 2009, between the Company and Biotech Financial, Inc. | |
10.70
|
Employment Contract, dated October 1, 2009, between the Company and Bernard Cohen. | |
10.71
|
Agreement dated October 6, 2009, between the Company and Moody Capital, LLC and Moody Capital Solutions | |
23.1
|
Consent of LBB & Associates Ltd., LLP, Independent Registered Public Accounting Firm. | |
23.2
|
Consent of Underwood, Wilson, Berry, Stein & Johnson, P.C. (included in exhibit 5.1) |
(3) | The Exhibit is incorporated by reference to the Company's 2005 Annual report on Form 10-KSB filed with the SEC on April 3, 2006. | |
(4) | The Exhibit is incorporated by reference to the Company's 2006 Annual report on Form 10-KSB filed with the SEC on March 26, 2007. | |
(5) | The Exhibit is incorporated by reference to the Company's Report on Form 8-K filed with the SEC on January 15, 2008. | |
(6) | The Exhibit is incorporated by reference to the Company's Report on Form 8-K/A filed with the SEC on January 22, 2008. | |
(7) | The Exhibit is incorporated by reference to the Company's Report on Form 8-K filed with the SEC on February 21, 2008. | |
(8) | The Exhibit is incorporated by reference to the Company's Report on Form 8-K filed with the SEC on April 21, 2008. | |
(9) | The Exhibit is incorporated by reference to the Company's Registration Statement on Form S-1 (No. 333-150421) filed with the SEC on April 24, 2008. | |
(10) | The Exhibit is incorporated by reference to the Company's Amendment No. 1 to Registration Statement on Form S-1 (No. 333-150421) filed with the SEC on May 21, 2008. | |
(11) | The Exhibit is incorporated by reference to the Company's Report on Form S-8 filed with the SEC on May 22, 2008. | |
(12) | The Exhibit is incorporated by reference to the Company's Report on Form 8-K filed with the SEC on February 26, 2009. | |
(13) | Previously filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 333-163961) filed with the SEC on December 23, 2009. |
Item 17. | Undertakings |
A. | The undersigned registrant hereby undertakes: | |
1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement. |
2. | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
4. | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§ 230.424 of this chapter); |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
B. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
AMARILLO BIOSCIENCES, INC. A Texas corporation |
By: | /s/ Joseph M. Cummins | |
Joseph M. Cummins | ||
Its: | President, CEO and Chairman (Principal Executive Officer) |
|
By: | /s/ Bernard Cohen | |
Bernard Cohen | ||
Its: | Chief Financial Officer (Principal Financial and Accounting Officer) |
/s/ Stephen Chen | June 9, 2011 | |
Stephen Chen Director |
||
/s/ James Page | June 9, 2011 | |
James Page Director |
||
/s/ Dennis Moore | June 9, 2011 | |
Dennis Moore Director |
||
/s/ Thomas D'Alonzo | June 9, 2011 | |
Thomas D'Alonzo Director |
||
/s/ Paul Tibbits | June 9, 2011 | |
Paul Tibbits Director |
||
/s/ Marian Tibbits | June 9, 2011 | |
Marian Tibbits Director |
||