Nevada
|
333-166487
|
N/A
|
(State or other jurisdiction
of Incorporation) |
(Commission File Number)
|
(IRS Employer
Identification Number) |
2 Canal Park 5th Floor Cambridge, MA 02141 |
(Address of principal executive offices)
|
Telephone Number 617.209.7999 |
(Registrant’s Facsimile Number) |
ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
ITEM 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
ITEM 3.02 |
UNREGISTERED SHARES OF EQUITY SECURITIES
|
ITEM 5.01 | CHANGES IN CONTROL OF REGISTRANT |
ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS |
ITEM 8.01 | OTHER EVENTS |
1.
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Multiple light source system providing: Variable Light Wave Analysis into the Infra-Red Spectrum. The higher the spectrum of light means the smaller the analyte that may be identified. It also allows for very specific test development, without having to develop a new analyzer to read the results.
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2.
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Field upgrades made through memory chip (SIMMs) or Flash memory stick allows for easy tracking of tests performed (HIPPA compliant, anonymous test results for tests performed per analyzer).
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3.
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The same Analyzer is used for all Target System Tests providing for training personnel once and consistent test reading results for either Qualitative or Quantitative Testing.
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4.
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When hooked to a printer Parallax’s Reader can give printed results for any Target System Test, Qualitative or Quantitative, when required.
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5.
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Low entry cost for new test development and analysis do to multiple Target Test platform uses. Development only includes algorithm (software for quantitative reading) and substance tested for.
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a)
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achieve a portable monitoring system, which is compatible with proven and reliable ELISA-based target system technology proprietary to Parallax in its licensed market.
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b)
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expand readout capabilities to provide a mobile testing and monitoring platform.
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c)
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increase the economy of scale and scope of the diagnostics and monitoring platform by the development of additional utility of the device without redundant infrastructure investments (additional data acquisition of patients, additional tests for other, predominant diseases).
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1.
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High Infrared Light Spectrum: Multiple light source system providing: Variable Light Wave Analysis into the Infra-Red Spectrum. This diversity in light source and detection allows for the simultaneous identification and diagnosis of a broader spectrum of different targets within the same sample and assay. It also allows for very specific test development, without having to develop a new analyzer to read the results.
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2.
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Easy Field Upgrades: Field software upgrades made through memory chip (SIMM) or Flash memory stick allows for easy tracking of tests performed (HIPPA compliant, anonymous test results for tests performed per analyzer).
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3.
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No Change of Equipment: The same Analyzer is used for all Target System Tests (example: Cardiac Panel) and can be used on all future tests, this provides for training personnel once, and displays consistent test reading results on an easy to read LCD screen.
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4.
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Printer Hook-up Capability: When hooked to a printer, Parallax’s Reader can give printed results for any Target System Test, Qualitative when written results must be stored with original test for HIPPA and other compliance issues, or Quantitative viral load or measured amount analysis must be printed and maintained in the patient chart folder.
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5.
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Low Entry Cost for New Test Development and Analysis: Due to multiple Target Test platform uses, development only includes algorithm (software for quantitative reading) developed against certified lab samples of variable quantity of substance or viral load to be tested. A new analyzer does not have to be developed for different samples types (blood, serum, plasma, urine, soil or human skin).
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6.
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Safety, Security and Accuracy by design: For all tests, Parallax’s bar code activation system identifies the test to be analyzed, allowing only those medical personal that possess that test to be aware that it is available. Without the specific Target System Test Cartridge read by the bar code reader, the Analyzer will not calibrate to that Test. This precludes mistakes by the user or erroneous results by the reader. Each test cartridge bar code must be read to initialize the Analyzer and load the appropriate algorithm from the software table. This provides a level of security for “Specialized” tests created for Bio-Terror applications which eliminates a separate specialized reader for government purposes. The Target System Analyzer can be configured with or without a desk-to-docking station. The docking station provides a stationary platform when in use in an office or non-mobile application. It also provides the user to set up multiple tests samples while the analyzer is processing tests. Summary The continuity of platform upgrades and the continuous development of new tests based on an increasing Point-of-Care Market Paradigm points to the Target Quantitative Analyzer as a low cost alternative to large laboratory analyzers and specialized training of personnel on multiple machinery. The ultimate value to the clinician or the attending physician is the ease of use, reproducibility and the history of accuracy of this type of Rapid Immunoassay principle in the area of quantitative analysis. The Hand-Held Analyzer was specifically designed to work with Parallax’s patented Target System Diagnostics Platform to provide reliable quantitative results within minutes, right at the point-of-care or site of testing.
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7.
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Smart Phone Capability: Internet, GPRS, MMS, MMS, WAP, EDGE, 3G, Video 3GP,MP4, Support FULL SCREEN play mode, rewind and pause support, Audio; MP3 & MP4 player, Battery type; Lithium Batteries (1050mAh), Screen Display 3.2 inch screen, 260k QVGA; PX: 240*320, Languages; English, French, Spanish, German, Mandarin, Japanese, Portuguese, Hindi and Russian, Number of contacts; 200 groups of contacts, Messaging: SMS, support MMS; can use downloaded MP3 as SMS rings, Phone Memory, Memory cards; T-Flash Card Suphporting,761K, support extend TF card to 8GB max, Data Transfer U disk support function to keep the information storage, Bluetooth A2DP, USB, Messaging; 250messages, MMS, Operating System; Android, Miscellaneous; FM radio. E-book reader. MP3/MP4/Hands free /SMS group sending/Voice recorder/WAP/Keyboard input/Bluetooth/GPRS download/ MMS/Memory extended/Bluetooth/calendar/to do list/alarm clock/calculator/world time/Radio/E-book reader/Currency converter, Alarm, World Clock, Stopwatch. Stereo Loudspeaker, 64 chord ring tone, Calendar; to do list; Alarm; World Clock; Stopwatch. Alarm clock: 5 groups, support alarm clock when machine’s closed, can set from Monday to Sunday, caller picture, caller Ring Tone, caller video. Schedule power on/off: support to start/close under set time.
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1.
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Qualitative
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2.
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Quantitative
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3.
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Specialized
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a)
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Trichomoniasis
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b)
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Chlamydia
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c)
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Gonorrhea
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d)
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Genital herpes (herpes simplex virus of JSV)
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e)
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Genital warts (human papilloma virus or HPV)
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f)
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Hepatitis B
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g)
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H. pylori
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h)
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Human immunodeficiency virus (HIV)
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i)
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Lyme Disease
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j)
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Rocky Mountain Spotted Fever
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k)
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West Nile
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l)
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Asian Bird Flu
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1.
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Track all CDC, FDA, WHO, relevant reports of medical diagnostic requirements. Provide analysis of whether the test should be Specialized, Quantitative or Qualitative.
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2.
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Determine human capital requirements: project management, outsourcing needed political needs (if any) and social needs (affiliations with association or non-profit groups).
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3.
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Determine the market size and utilization of device needed to address identified diagnostic needs.
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4.
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Determine from source venders what antibodies and antigens are available to use in Parallax’s device with minimal regulatory and manufacturing hurdles.
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5.
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Perform cost analysis of device manufacture, to include: regulatory application time estimates, clinical requirements, third party and vendor involvement for regulatory support.
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6.
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Identify and prepare pre-market distributor (government or commercial) analysis for market penetration timetable and/or government contract fulfillment.
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7.
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Identify new partnership resources if necessary for specialty devices.
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8.
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On all Quantitative Devices Parallax will determine the Biohazard level at which itis to perform its algorithm development. For highly contagious diseases, Parallax will outsource its complete process to a certified lab.
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9.
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In the development of standard quantitative test Parallax will determine through the protocol process: how many tests must be performed for an I.R.B. for both the algorithm development (quantitative controls for each test process) and the accuracy of the variable light analysis.
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10.
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All new quantitative tests will be videotaped during algorithm development (light source verification and reflectivity of known sample), and equivalency testing (where Parallax compares its device to another like kind device).
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11.
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All software developed for Parallax’s tests, that are not modifications of existing source code, will be previewed via written outline to the FDA.
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a.
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development of an AIDS testing system which is compatible with proven and reliable ELISA based target system technology
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b.
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expansion of the capabilities of Parallax’s handheld device to provide a mobile testing platform
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c.
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increase the economy of the diagnostics platform by the development of additional utility of the Parallax device without redundant infrastructure investments (additional data acquisition of patients, additional tests for other, predominant diseases).
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d.
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acceptance of the Parallax testing system as well as the platform within the medical community of African, Asian, and other countries with mounting problems in the field of HIV and other infectious diseases.
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·
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increased patient awareness, patient self testing, and increasing baby booming population across the globe.
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·
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advancement in the technology bringing more of automated tests is also one of the major drivers for the growth of IVD market.
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·
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Rapid turnaround time
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·
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Low volume preferably whole-blood sample
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·
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Direct application of a non-critical volume or placement of sample directly into instrument
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·
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Disposable device or minimal maintenance required
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·
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Minimal technical expertise required
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·
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Positive identification and specimen tracking strategy that eliminates specimen identification errors
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·
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Simple “goof proof” strategy for recording collection time and result reporting
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·
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Simple strategy for calibration and QC
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·
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Transferability of data to the LIS or HIS
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·
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Agreement of result with accepted “Gold Standard” tests
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·
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Affordable cost
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·
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Detection of the absolute concentration of components
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·
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Reduce inter-assay variation in data
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·
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Permit successful statistical analysis of smaller sample sets
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·
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Permits direct comparison of data generated at independent sites or occasions.
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·
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Results: Approximately 1 hour or less
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·
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Specimen Types: Urine, saliva, serum, plasma, or whole blood
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·
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Sensitivity: Generally lower than flow through and lateral flow tests
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·
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Advantages: Same patient can be tested for multiple parameters with a single assay
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·
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Advantages: Low individual test cost, semi-quantitative results, and relatively short time to obtain results.
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·
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Disadvantages: Results can vary as the test reaction depends upon careful control of the test reagents and environmental conditions.
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·
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Sensitivity: Lower than flow through or lateral flow tests.
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i.
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Roche Diagnostics, Switzerland www.roche.com
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ii.
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Abbott Diagnostics, Abbott Park, IL 60064 www.abbott.com
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iii.
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Siemens Medical Solutions Diagnostics, Deerfield, IL www.diagnostics.siemens.com
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iv.
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Johnson & Johnson, Ortho Clinical Diagnostics (OCD) division, Raritan, NJ www.jnj.com
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v.
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Beckman Coulter Inc., Fullerton, CA www.beckmancoulter.com
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vi.
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Becton, Dickinson & Co., Franklin Lakes, NJ www.bd.com
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vii.
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bioMerieux SA, Marcy l’Etoile, France www.biomerieux.com
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viii.
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Bio-Rad Laboraties Inc., Hercules, CA www.bio-rad.com
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ix.
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Arkray Inc., Kyoto, Japan www.arkray.co.jp
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x.
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Mitsubishi,Japan www.mitsubishi.com
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1.
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Johnson and Johnson
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$ | 17.7B | ||
2.
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GE Healthcare
|
$ | 12.1B | ||
3.
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Medtronic
|
$ | 10.1B | ||
4.
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Baxter International
|
$ | 9.8B | ||
4.
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Cardinal Health
|
$ | 9.8B | ||
6.
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Tyco Healthcare
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$ | 9.5B | ||
7.
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Siemens Medical Solutions
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$ | 9.2B | ||
8.
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Philips Medical Systems
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$ | 7.5B | ||
9.
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Boston Scientific
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$ | 6.3B | ||
10.
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Stryker
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$ | 4.9B | ||
11.
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B. Braun
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$ | 3.9B | ||
12.
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Guidant Corp.
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$ | 3.6B | ||
13.
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3M Healthcare
|
$ | 3.5B | ||
14.
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Zimmer Holdings
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$ | 3.3B | ||
15.
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Becton, Dickinson & Co.
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$ | 3.0B | ||
16.
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St. Jude Medical
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$ | 2.9B | ||
17.
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Kodak Health Group
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$ | 2.7B | ||
18.
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Hospira
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$ | 2.6B | ||
19.
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Fresenius
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$ | 2.5B | ||
20.
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Smith & Nephew
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$ | 2.4B | ||
21.
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Synthes
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$ | 2.1B | ||
22.
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Alcon
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$ | 2.0B | ||
23.
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Biomet
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$ | 1.9B | ||
24.
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C. R. Bard
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$ | 1.8B | ||
24.
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Terumo
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$ | 1.8B | ||
26.
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Dentsply International
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$ | 1.7B | ||
27.
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Invacare
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$ | 1.5B | ||
28.
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Gambro
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$ | 1.4B | ||
29.
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Dräger Medical
|
$ | 1.3B | ||
30.
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Varian Medical
|
$ | 1.2B |
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·
|
Acceptability: Rapid tests need to be acceptable to policymakers, clinicians, and patients. Tests need to have sufficient sensitivity and specificity and need to have an adequate predictive value. Ease-of-use is critical for point-of-care use by clinicians. Culturally appropriate specimens and credible results are important if rapid tests are to be accepted by patients.
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·
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Affordability: Many rapid diagnostic tests are more expensive than the tests or syndromic algorithms they are intended to replace. Decreasing per-test costs, carefully designing diagnostic algorithms, and educating end users about the cost-savings of more efficient use of therapeutic drugs are important means of maximizing rapid test affordability.
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·
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Availability: Rapid diagnostic tests are not always available in developing countries. Most tests have limited shelf lives, and many countries have weak public and private sector procurement and distribution systems. The consistency and quality of imported tests can also be issues. To address these constraints, local government regulations, quality assurance, shelf life testing, and distribution systems all need to be assessed and improved. Parallax will initially control all of the manufacturing of its Target System test cartridges and Desk Top Analyzer and Hand-Held Analyzer in conjunction with Montecito.
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US2006051348 - 11/221,252
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Method of Producing a Plurality of Isolated Antibodies
|
US2006052948 - 11/221,038
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Method of Producing Drugs, Targeting Moieties or Diagnostics
|
US 11/856,925
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Method for Determining the Immune State of a Subject
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US 11/924,033*
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Portable Apparatus for Improved Sample Analysis
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510(k) approvals
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Covering existing tests and desk top reader
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Device Name
|
510(k) Number
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Rubella-Cube TM
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K892051
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Cmv-Cube TM
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K884842
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Blue Dot Test for Pregnancy
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K884017
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First Sign (Pregnancy, Hcg)
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K973208
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V-Trend Target Im Test (infect mononucleosis)
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K890041
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Target Strep A (Streptococcus Spp.)
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K8800460
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Target Aso Test
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K910073
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Target Hcg
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K914303
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Target Quantitative Hog One Step
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K903937
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V-Trend Target Rf Test
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K904105
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Target Quantitative Hcg
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K890131
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Target Reader
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K885254
|
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·
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diagnoses, cures, lessens, treats, or prevents disease
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·
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affects the function or structure of the body
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·
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does not achieve primary intended purposes through chemical action
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·
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defined a medical device,
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·
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established three device classes (I, II, and III),
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·
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identified pathways to market,
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·
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established Advisory Panels, and
|
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·
|
set clinical investigation requirements.
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Legislation
|
Significance
|
|
Safe Medical Devices Act of 1990
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·
|
established Quality System requirements
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·
|
supported post market surveillance
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·
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allowed FDA discretion for PMAs brought to panel
|
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FDA Modernization Act of 1997
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·
|
supported for early collaboration, expanded Class I and Class II exemptions
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·
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set the “least burdensome provision”*
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·
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supported dispute resolution
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·
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established evaluation of automatic Class III designation (giving the sponsor the opportunity to request lower classification due to a minimal risk device, known as “de novo” review)
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·
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mandated free and open participation by all interested persons
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Medical Device User Fee and Modernization Act (MDUFMA) of 2002
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·
|
established a fee schedule for most types of device submissions to achieve shorter review times
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·
|
requires FDA to include pediatric experts on the panel for a product intended for pediatric use
|
|
FDA Modernization Act of 2007
|
·
|
reauthorized and expanded MDUFMA
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Class I:
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devices present a low risk of harm to the user and are subject to general controls that are sufficient to protect the user. Most are exempt from the regulatory process.
|
Examples: non-powered breast pumps, elastic bandages, tongue depressors, examination gloves, most hearing aids, arm slings, microbial analyzers, keratoscopes
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Class II:
|
devices are more complicated and require special controls for labeling, guidance, tracking, design, performance standards, and post market monitoring. Most require Premarket Notification 510(k).
|
Examples: powered wheelchairs, CT scanners, and contact lens care products, endolymphatic shunts
|
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Class III:
|
devices usually sustain or support life, are implanted, or present potential unreasonable risk of illness or injury. They have the toughest regulatory controls. Most of these devices require Premarket Approval because general and special controls alone cannot reasonably assure their safety and effectiveness.
|
Examples: pacemakers, implanted weight loss devices, non-invasive glucose testing devices, medical imaging analyzers, cochlear implants, breast implants
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1.
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Investigational Device Exemptions (IDE)
|
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2.
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Premarket Notification (510(k))
|
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3.
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Premarket Approval Application (PMA)
|
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4.
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Humanitarian Device Exemption (HDE)
|
1.
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was legally marketed prior to May 28, 1976 (“pre-amendments device”), for which a PMA is not required,
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|
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or
|
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2.
|
was reclassified from Class III to Class II or Class I,
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|
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or
|
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3.
|
was found SE through the 510(k) process.
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510(k) Submissions
|
PMA Submissions
|
|||
·
|
primarily for Class II devices
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·
|
primarily for Class III devices
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·
|
a Class I or II pre-amendment or legally marketed device (predicate) exists
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·
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a Class I or II pre-amendment or legally marketed device (predicate) does not exist
|
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·
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third party review option is available for devices not requiring clinical data
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·
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device is life supporting and/or has potential risk to patient
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·
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documented proof of Substantial Equivalence to a predicate is required
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·
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documented safety and effectiveness data for the device is required
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·
|
longer-term performance of the device (for example, effects of re-treatments and product changes)
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·
|
community performance (clinicians and patients)
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·
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effectiveness of training programs
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·
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sub-group performance
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·
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outcomes of concern – real and potential
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Name and Address of
Beneficial Owner
|
Title of Class
|
Amount and Nature of Beneficial Ownership (1)
|
Percent
of Class (2)
|
||||||
Montecito Bio Sciences, Ltd.
|
Common
|
38,156,227 | 25.2 | % | |||||
Withrow, Sinclair & Co
|
Common
|
5,569,725 | 3.68 | % | |||||
Edward W. Withrow III
|
Common
|
7,631,245 | 5.05 | % | |||||
M. Katsuka Sandoval
|
Common
|
5,000,000 | 3.30 | % | |||||
Edward W. Withrow III
|
Preferred/Common
|
1,453,570 | .009 | % | |||||
Calli Bucci
|
Common
|
381,562 | .002 | % | |||||
J. Michael Redmond
|
Common
|
454,240 | .003 | % | |||||
J. Michael Redmond
|
ESOP
|
916,666 | .006 | % | |||||
Jorn & Jennifer Gorlach
|
Common
|
7,000,000 | 4.60 | % | |||||
Avantegarde, LLC
|
Common
|
3,250,000 | 2.15 | % | |||||
Jorn Gorlach
|
Preferred/Common
|
726,785 | .004 | % | |||||
David Engert
|
Preferred/Common
|
726,785 | .004 | % | |||||
E. William Withrow Jr.
|
Common
|
152,625 | .001 | % | |||||
All Officers and Directors as a Group
|
71,419,430 | 47.27 | % |
(1)
|
The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
|
(2)
|
Based on 151,063,898 issued and outstanding shares of common stock as of November 12, 2012
|
Name
|
Age
|
Position with the Company
|
Date of Appointment
|
J. Michael Redmond
|
52
|
President, Chief Executive Officer, Director
|
November 1, 2012
|
Calli Bucci
|
47
|
Treasurer, Chief Financial Officer
|
November 1, 2012
|
Kyle W. Withrow
|
38
|
Secretary
|
November 1, 2012
|
Edward W. Withrow III
|
48
|
Executive Chairman
|
November 1, 2012
|
Jorn Gorlach, MD
|
50
|
Director
|
November 1, 2012
|
David Engert, MD
|
59
|
Director
|
November 1, 2012
|
Anand Kumar
|
69
|
Director
|
November 1, 2012
|
E. William Withrow, Jr.
|
74
|
Director
|
November 1, 2012
|
(1)
|
A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
(2)
|
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
(3)
|
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
|
i.
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
|
ii.
|
Engaging in any type of business practice; or
|
|
iii.
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
(4)
|
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
|
|
(5)
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
|
(6)
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
|
(7)
|
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
i.
|
Any Federal or State securities or commodities law or regulation; or
|
|
ii.
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
|
|
iii.
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
(8)
|
Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
|
(a)
|
our principal executive officer;
|
|
(b)
|
each of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal years ended December 31, 2011 and 2010; and
|
|
(c)
|
up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the fiscal years ended December 31, 2011 and 2010,
|
Summary Compensation Table
|
|||||||||
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
J. Michael Redmond
President, CEO
|
2012
|
$177,403
|
Nil
|
$33
|
Nil
|
Nil
|
Nil
|
Nil
|
$177,436
|
2011
|
$203,365
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$203,365
|
|
2010
|
Nil
|
Nil
|
$13
|
$137,500
|
Nil
|
Nil
|
Nil
|
$137,513
|
|
Calli Bucci
CFO, Treasurer
|
2012
|
Nil
|
Nil
|
$38
|
Nil
|
Nil
|
Nil
|
$10 [1]
|
$48
|
2011
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
2010
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Edward W. Withrow III Executive Chairman
|
2012
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
$137,500 [1]
|
$137,500
|
2011
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
2010
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Gardner Williams
Former President, CEO, and Director
|
2012
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
2011
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
2010
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
[1]
|
Compensation earned but deferred.
|
§
|
Disclosing such transactions in reports where required;
|
|
§
|
Disclosing in any and all filings with the SEC, where required;
|
|
§
|
Obtaining disinterested directors consent; and
|
|
§
|
Obtaining shareholder consent where required.
|
·
|
raise sufficient capital in the public and/or private markets;
|
|
·
|
have access to a line of credit in the institutional lending marketplace for the expansion of our business;
|
|
·
|
respond effectively to competitive pressures; or
|
|
·
|
recruit and build a management team to accomplish our business plan.
|
•
|
Suitable acquisitions or investments may not be found or consummated on terms that are satisfactory to us;
|
|
•
|
We may be unable to successfully integrate an acquired company’s personnel, assets, management systems and technology into our business;
|
|
•
|
Acquisitions may require substantial expense and management time and could disrupt our business;
|
•
|
An acquisition and subsequent integration activities may require greater capital resources than originally anticipated at the time of acquisition;
|
|
•
|
An acquisition may result in the incurrence of unexpected expenses, the dilution of our earnings or our existing stockholders’ percentage ownership, or potential losses from undiscovered liabilities not covered by an indemnification from the seller(s) of the acquired business;
|
|
•
|
An acquisition may result in the loss of existing key personnel or customers or the loss of the acquired company’s key personnel or customers;
|
|
•
|
The benefits to be derived from an acquisition could be affected by other factors, such as regulatory developments, general economic conditions and increased competition; and
|
|
•
|
An acquisition of a foreign business may involve additional risks, including not being able to successfully assimilate differences in foreign business practices or overcome language barriers.
|
|
·
|
that a broker or dealer approve a person’s account for transactions in penny stocks; and
|
|
·
|
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
|
|
·
|
obtain financial information and investment experience objectives of the person; and
|
|
·
|
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
|
|
·
|
sets forth the basis on which the broker or dealer made the suitability determination; and
|
|
·
|
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
|
|
·
|
The application of accounting principles to specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that the New Accountant concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or
|
|
·
|
Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.
|
Page
|
||
Unaudited Condensed Consolidated Pro Forma Financial Information of Endeavor Power Corporation
|
||
F-2
|
||
F-3
|
||
F-4
|
||
F-5
|
||
F-6
|
||
FINANCIAL INFORMATION OF ENDEAVOR POWER CORPORATION
|
||
Interim Financial Statements of Endeavor Power Corporation:
|
||
F-7
|
||
F-8
|
||
F-9
|
||
F-10
|
||
F-17
|
||
F-19
|
||
F-20
|
||
F-21
|
||
F-22
|
||
F-23
|
||
FINANCIAL INFORMATION OF PARALLAX DIAGNOSTICS, INC.
|
||
Interim Financial Statements of Parallax Diagnostics, Inc:
|
||
F-31
|
||
F-32
|
||
F-33
|
||
F-34
|
||
|
||
F-41
|
||
F-42
|
||
F-43
|
||
F-44
|
||
F-45
|
||
F-46
|
ENDEAVOR POWER CORPORATION
|
||||||||||||||||||||||||||||||||
As of September 30, 2012 **
|
Endeavor
|
||||||||||||||||
Endeavor
|
Parallax
|
|
Pro Forma
|
|||||||||||||
Historical
|
Consolidation
|
Pro Forma
|
Consolidated
|
|||||||||||||
09/30/2012
|
9/30/2012
|
Adjustments
|
09/30/2012
|
|||||||||||||
(unaudited)
|
||||||||||||||||
ASSETS
|
||||||||||||||||
Current assets
|
$ | — | $ | 26,792 | $ | — | $ | 26,792 | ||||||||
Property and equipment, net
|
4,972 | 32,495 | — | 37,467 | ||||||||||||
Intangible assets, net
|
— | 1,299,984 | — | 1,299,984 | ||||||||||||
Goodwill
|
— | — | 741,927 | [10] | 741,927 | |||||||||||
TOTAL ASSETS
|
$ | 4,972 | $ | 1,359,271 | $ | 741,927 | $ | 2,106,170 | ||||||||
Current liabilities
|
$ | 397,623 | $ | 601,195 | $ | — | $ | 998,818 | ||||||||
Long-term liabilities
|
417,438 | 1,500,000 | (417,438 | )[9] | 1,500,000 | |||||||||||
Total Liabilities
|
815,061 | 2,101,195 | (417,438 | ) | 2,498,818 | |||||||||||
Stockholders’ Deficit
|
||||||||||||||||
Preferred stock
|
— | [1] | 23 | [3] | — | 23 | ||||||||||
Common stock
|
151,064 | [2] | 2,487 | [4] | (90,376 | )[5] | 151,064 | [8] | ||||||||
90,376 | [6] | |||||||||||||||
(2,487 | )[7][10] | |||||||||||||||
Additional paid in capital - preferred
|
— | 499,977 | (499,977 | )[10] | — | |||||||||||
Additional paid in capital - common
|
17,529,437 | 88,772 | 90,376 | [5] | 17,946,875 | |||||||||||
(90,376 | )[6] | |||||||||||||||
417,438 | [9] | |||||||||||||||
(88,772 | )[10] | |||||||||||||||
Subscriptions receivable
|
(20 | ) | — | (20 | ) | |||||||||||
Accumulated deficit
|
(18,490,590 | ) | (1,333,163 | ) | 1,333,163 | [10] | (18,490,590 | ) | ||||||||
Total Stockholders’ Deficit
|
(810,089 | ) | (741,924 | ) | 1,159,365 | (392,648 | ) | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 4,972 | $ | 1,359,271 | $ | 741,927 | $ | 2,106,170 |
[1]
|
10,000,000 shares authorized, $.001 par, none issued
|
[2]
|
250,000,000 shares authorized , $.001 par, 151,063,898 shares issued and outstanding
|
[3]
|
100,000,000 shares authorized, $.001 par, 220,000 shares issued and outstanding
|
[4]
|
400,000,000 shares authorized , $.001 par, 28,020,000 shares issued and outstanding
|
[5]
|
EDVP Cancellation of shares prior to Merger Agreement per Board Resolution dated October 25, 2012 = 90,375,750 shares @ $.001 par = $90,376
|
[6]
|
Issuance of EDVP shares to PRLX Shareholders - 90,375,750 shares x $.001 par value = $90,376
|
[7]
|
Issuance of PRLX shares to EDVP Shareholders - 24,870,000 shares x $.0001 par value = $2,487
|
[8]
|
Total shares issued and outstanding, 151,063,898 x par $.001 = $151,064
|
[9]
|
Cancellation of EDVP debt per Board Resolution dated October 12, 2012
|
[10]
|
Elimination of subsidiary equity due to consolidation
|
**
|
As if the transaction took place September 30, 2012
|
ENDEAVOR POWER CORPORATION
|
As of and for the Nine Months Ended September 30, 2012 **
|
(unaudited)
|
Endeavor
|
Parallax
|
Endeavor
|
||||||||||||||
Historical
|
Consolidation
|
Pro Forma
|
Proforma
|
|||||||||||||
09/30/2012
|
09/30/2012
|
Adjustments
|
09/30/2012
|
|||||||||||||
|
|
|
|
|||||||||||||
Revenue
|
$ | — | $ | — | $ | — | $ | — | ||||||||
Cost of revenues
|
— | — | — | — | ||||||||||||
Gross Profit
|
— | — | — | — | ||||||||||||
General and administrative expenses
|
57,059 | 121,484 | 178,543 | |||||||||||||
Operating income (loss)
|
(57,059 | ) | (121,484 | ) | — | (178,543 | ) | |||||||||
Other income (expense)
|
(36,361 | ) | (32,470 | ) | — | (68,831 | ) | |||||||||
Net (loss)
|
$ | (93,420 | ) | $ | (153,954 | ) | $ | — | $ | (247,374 | ) | |||||
Net (loss) per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||||||
Weighted average common shares outstanding - basic and diluted
|
151,063,898 | 151,063,898 |
**
|
As if the transaction took place January 1, 2011
|
ENDEAVOR POWER CORPORATION
|
|||||||||||||
As of December 31, 2011**
|
Endeavor
|
||||||||||||||||||
Endeavor
|
Parallax
|
|
Pro Forma
|
|||||||||||||||
Historical
|
Consolidation
|
Pro Forma
|
Consolidated
|
|||||||||||||||
12/31/2011
|
12/31/2011
|
Adjustments
|
12/31/2011
|
|||||||||||||||
(unaudited)
|
||||||||||||||||||
ASSETS
|
||||||||||||||||||
Current assets
|
$ | — | $ | 136,066 | $ | — | $ | 136,066 | ||||||||||
Property and equipment, net
|
8,347 | 41,114 | — | 49,461 | ||||||||||||||
Intangible assets, net
|
— | 1,370,490 | — | 1,370,490 | ||||||||||||||
Goodwill
|
— | — | 243,424 | [12] | 243,424 | |||||||||||||
TOTAL ASSETS
|
$ | 8,347 | $ | 1,547,670 | $ | 243,424 | $ | 1,799,441 | ||||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||||||||||||
Current liabilities
|
$ | 307,578 | $ | 290,776 | $ | — | $ | 598,354 | ||||||||||
Long-term liabilities
|
417,438 | 1,500,000 | (417,438 | )[11] | 1,500,000 | |||||||||||||
Total Liabilities
|
725,016 | 1,790,776 | (417,438 | ) | 2,098,354 | |||||||||||||
Stockholders' Deficit
|
||||||||||||||||||
Preferred stock
|
— | [1] | 22 | [3] | — | 22 | ||||||||||||
Common stock
|
151,064 | [2] | 2,802 | [4] | (90,376 | )[5] | 151,064 | [9] | ||||||||||
(90,376 | )[6] | |||||||||||||||||
(335 | )[7] | |||||||||||||||||
20 | [8] | |||||||||||||||||
(2,487 | )[9][12] | |||||||||||||||||
Additional paid in capital - preferred
|
— | 399,978 | (399,978 | )[12] | — | |||||||||||||
Additional paid in capital - common
|
17,529,437 | 227,456 | 90,376 | [5] | 17,947,190 | |||||||||||||
(90,376 | )[6] | |||||||||||||||||
335 | [7] | |||||||||||||||||
(20 | )[8] | |||||||||||||||||
417,438 | [11] | |||||||||||||||||
(227,456 | )[12] | |||||||||||||||||
Subscriptions receivable
|
(20 | ) | — | (20 | ) | |||||||||||||
Accumulated deficit
|
(18,397,170 | ) | (873,345 | ) | 873,345 | [12] | (18,397,170 | ) | ||||||||||
Total Stockholders’ Deficit
|
(716,669 | ) | (243,107 | ) | 660,862 | (298,914 | ) | |||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
|
$ | 8,347 | $ | 1,547,670 | $ | 243,424 | $ | 1,799,441 |
[1]
|
10,000,000 shares authorized, $.001 par, none issued
|
[2]
|
250,000,000 shares authorized , $.001 par, 151,063,898 shares issued and outstanding
|
[3]
|
100,000,000 shares authorized, $.001 par, 220,000 shares issued and outstanding
|
[4]
|
400,000,000 shares authorized , $.001 par, 28,020,000 shares issued and outstanding
|
[5]
|
EDVP Cancellation of shares prior to Merger Agreement per Board Resolution dated October 25, 2012 = 90,375,750 shares @ $.001 par = $90,376
|
[6]
|
Issuance of EDVP shares to PRLX Shareholders - 90,375,750 shares x $.001 par value = $90,376
|
[7]
|
PRLX Cancellation of shares prior to Merger Agreement = 3,350,000 shares @ $.0001 par = $335
|
[8]
|
Issuance of additional shares prior to Merger Agreement = 200,000 shares @ $.0001 par = $20
|
[9]\
|
Issuance of PRLX shares to EDVP Shareholders - 24,870,000 shares x $.0001 par value = $2,487
|
[10]
|
Total shares issued and outstanding, 151,063,898 x par $.001 = $151,064
|
[11]
|
Cancellation of EDVP debt per Board Resolution dated October 12, 2012
|
[12]
|
Elimination of subsidiary equity due to consolidation
|
**
|
As if the transaction took place December 31, 2011
|
ENDEAVOR POWER CORPORATION
|
As of and for the Year Ended December 31, 2011**
|
(unaudited)
|
Endeavor
|
Parallax
|
Endeavor
|
||||||||||||||
Historical
|
Consolidation
|
Pro Forma
|
Proforma
|
|||||||||||||
12/31/2011
|
12/31/2011
|
Adjustments
|
12/31/2011
|
|||||||||||||
|
|
|
|
|||||||||||||
Revenue
|
$ | 192,246 | $ | — | $ | — | $ | 192,246 | ||||||||
Cost of revenues
|
90,091 | — | — | 90,091 | ||||||||||||
Gross Profit
|
$ | 102,155 | $ | — | $ | — | $ | 102,155 | ||||||||
General and administrative expenses
|
2,020,129 | 428,956 | — | 2,449,085 | ||||||||||||
Operating income (loss)
|
(1,917,974 | ) | (428,956 | ) | — | (2,346,930 | ) | |||||||||
Other income (expense)
|
(49,313 | ) | (374,267 | ) | — | (423,580 | ) | |||||||||
Net (loss)
|
$ | (1,967,287 | ) | $ | (803,223 | ) | $ | — | $ | (2,770,510 | ) | |||||
Net (loss) per common share - basic and diluted
|
$ | (0.02 | ) | $ | (0.02 | ) | ||||||||||
Weighted average common shares outstanding - basic and diluted
|
102,202,088 | 151,063,898 |
**
|
As if the transaction took place January 1, 2011
|
ENDEAVOR POWER CORPORATION
|
||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||
(Unaudited)
|
September 30, 2012
|
December 31, 2011
|
|||||||
ASSETS
|
||||||||
Current assets
|
$ | — | $ | — | ||||
|
||||||||
Property and equipment, net
|
4,972 | 8,347 | ||||||
TOTAL ASSETS
|
$ | 4,972 | $ | 8,347 | ||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
||||||||
LIABILITIES:
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 164,449 | $ | 115,154 | ||||
Notes and loans payable
|
84,075 | 84,075 | ||||||
Due to related parties
|
149,099 | 108,349 | ||||||
Total Current Liabilities
|
397,623 | 307,578 | ||||||
Related party loans
|
417,438 | 417,438 | ||||||
Total Liabilities
|
815,061 | 725,016 | ||||||
STOCKHOLDERS' (DEFICIT)
|
||||||||
Preferred stock, no par value, 10,000,000 shares authorized, no shares issued or outstanding
|
— | — | ||||||
Common stock, $0.001 par value, 250,000,000 shares authorized, 151,063,898 and 151,063,898 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively
|
151,064 | 151,064 | ||||||
Additional paid in capital
|
17,529,437 | 17,529,437 | ||||||
(Deficit) accumulated during the development stage
|
(18,490,590 | ) | (18,397,170 | ) | ||||
Total Stockholders' (Deficit)
|
(810,089 | ) | (716,670 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$ | 4,972 | $ | 8,347 |
(A DEVELOPMENT STAGE COMPANY)
|
|||||||||||||||
(Unaudited)
|
Cumulative from
|
||||||||||||||||||||
For the three months ended
|
For the nine months ended
|
July 6, 2005 (inception)
|
||||||||||||||||||
September 30, 2012
|
September 30, 2011
|
September 30, 2012
|
September 30, 2011
|
To September 30, 2012
|
||||||||||||||||
Revenue
|
$ | — | $ | — | $ | — | $ | 192,246 | $ | 212,643 | ||||||||||
Cost of sales
|
— | — | — | 90,091 | 126,137 | |||||||||||||||
Gross profit
|
— | — | — | 102,155 | 86,506 | |||||||||||||||
General and administrative expenses
|
16,843 | 16,395 | 57,059 | 2,013,359 | 7,682,520 | |||||||||||||||
Operating (loss)
|
(16,843 | ) | (16,395 | ) | (57,059 | ) | (1,911,204 | ) | (7,596,014 | ) | ||||||||||
Other income (expenses)
|
||||||||||||||||||||
Loss on settlement of debt
|
— | — | — | — | (3,292,149 | ) | ||||||||||||||
Interest expense
|
(12,362 | ) | (12,362 | ) | (36,361 | ) | (36,952 | ) | (999,794 | ) | ||||||||||
Interest income
|
— | — | — | — | 1,823 | |||||||||||||||
Total other income (expenses)
|
(12,362 | ) | (12,362 | ) | (36,361 | ) | (36,952 | ) | (4,302,481 | ) | ||||||||||
Net (loss) – continuing operations
|
$ | (29,205 | ) | $ | (28,757 | ) | $ | (93,420 | ) | $ | (1,948,156 | ) | $ | (11,898,495 | ) | |||||
Discontinued operations
|
(6,592,095 | ) | ||||||||||||||||||
Net (loss)
|
$ | (18,490,590 | ) | |||||||||||||||||
Weighted average common shares outstanding - basic and diluted
|
151,063,898 | 151,063,898 | 151,063,898 | 151,201,261 | ||||||||||||||||
Net (loss) per common share - basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) |
ENDEAVOR POWER CORPORATION
|
(A DEVELOPMENT STAGE COMPANY)
|
(Unaudited)
|
Cumulative From
|
||||||||||||
July 6, 2005
|
||||||||||||
Nine Months Ended
|
(Inception) to
|
|||||||||||
September 30,
2012 |
September 30,
2011
|
September 30,
2012 |
||||||||||
Cash Flow from operations:
|
||||||||||||
Net loss
|
$ | (93,420 | ) | $ | (1,948,156 | ) | $ | (11,898,495 | ) | |||
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
|
||||||||||||
Accretion expense
|
— | — | 826,541 | |||||||||
Depreciation expense
|
3,375 | 3,375 | 8,528 | |||||||||
Common shares issued for services
|
— | 1,800,000 | 6,880,452 | |||||||||
Common shares issued for incentives
|
— | — | 110,250 | |||||||||
Loss on settlement of debt
|
— | — | 3,292,149 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase in accounts and accrued expenses
|
49,295 | 49,398 | 221,689 | |||||||||
Increase in related party payables
|
40,750 | 3,000 | 74,905 | |||||||||
Net cash (used in) operating activities
|
— | (92,403 | ) | (483,981 | ) | |||||||
Cash Flow from investing activities:
|
||||||||||||
Cash (used in) purchase of property and equipment
|
— | — | (13,500 | ) | ||||||||
Net cash provided by investing activities
|
— | — | (13,500 | ) | ||||||||
Cash Flow from financing activities:
|
||||||||||||
Net proceeds from related party loans
|
— | — | 1,061,561 | |||||||||
Proceeds from notes payable
|
— | 65,000 | 84,075 | |||||||||
Proceeds from shareholders
|
— | — | 264,949 | |||||||||
Proceeds from Issuance of common shares
|
— | — | 83,991 | |||||||||
Repayment on cancellation of common shares
|
— | — | (5,000 | ) | ||||||||
Net cash provided by financing activities
|
— | 65,000 | 1,489,576 | |||||||||
Cash flows from discontinued operations:
|
||||||||||||
Net cash (used in) operating activities
|
— | — | (382,377 | ) | ||||||||
Net cash (used in) investing activities
|
— | — | (609,718 | ) | ||||||||
Net cash (used in) discontinued operations
|
— | — | (992,095 | ) | ||||||||
Increase (decrease) in cash
|
— | (27,403 | ) | — | ||||||||
Cash - beginning of period
|
— | 27,802 | — | |||||||||
Cash - end of period
|
$ | — | $ | 399 | $ | — | ||||||
NONCASH ACTIVITIES
|
— | |||||||||||
Common shares issued to acquire mineral properties
|
$ | — | $ | — | $ | 5,600,000 | ||||||
Common shares issued to settle note payable
|
$ | — | $ | — | $ | 500,000 | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Interest paid
|
$ | — | $ | — | $ | — | ||||||
Income taxes paid
|
$ | — | $ | — | $ | — |
|
Level 1
|
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
|
|
Level 2
|
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
|
|
Level 3
|
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
|
Trouble Debt Restructuring: Issued in April, 2011, ASU 2011-02 clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. The new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. Early adoption is permitted.
|
||
Comprehensive Income: Issued in June, 2011, ASU 2011-05 eliminates the current option to present other comprehensive income and its components in the statement of changes in equity. It will require companies to report the total of comprehensive income including the components of net income and the components of other comprehensive income in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in the ASU are effective for interim and annual periods beginning on or after December 15, 2011, and should be applied retrospectively. Early adoption is permitted.
|
||
Intangibles: Issued in September, 2011, ASU 2011-08 permits entities to first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it would then perform the first step of the goodwill impairment test; otherwise, no further impairment test would be required. The amendments will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted.
|
||
Disclosures about Offsetting Assets and Liabilities: Issued in December, 2011, ASU 2011-11 requires disclosures to provide information to help reconcile differences in the offsetting requirements under U.S. GAAP and IFRS. The differences in the offsetting requirements account for a significant difference in the amounts presented in statements of financial position prepared in accordance with U.S. GAAP and IFRS for certain entities. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.
|
September 30, 2012
|
December 31, 2011
|
|||||||
General Equipment
|
$ | 2,500 | $ | 2,500 | ||||
Automobiles
|
11,000 | 11,000 | ||||||
Sub-Total
|
13,500 | 13,500 | ||||||
Accumulated Deprecation
|
(8,528 | ) | (5,153 | ) | ||||
Property and Equipment, Net
|
$ | 4,972 | $ | 8,347 |
In June, 2010, the Company issued a note payable in the principal amount of $9,075 to a non-related party. Under the terms of the note, the amount is unsecured, non-interest bearing, and due upon demand.
|
In June, 2010, the Company issued a note payable in the principal amount of $10,000 to a non-related party. Under the terms of the note, the amount is unsecured, accrues interest at a rate of 8% per annum, and is due upon demand. As of September 30, 2012, the Company has recorded $2,011 in interest as an accrued expense.
|
On April 21, 2011, the Company issued a note payable in the principal amount of $65,000 to a non-related party. The note is unsecured, bears interest at a rate of 10% per annum, and is due upon demand. As of September 30, 2012, the Company has recorded $10,721 in interest as an accrued expense.
|
During the year ended December 31, 2006, the Company issued 325,000,000 founder shares for cash proceeds of $5,000. These shares were cancelled during the year ended December 31, 2007.
|
During the year ended December 31, 2006, the Company issued 513,448 (post-split adjusted) common shares for cash proceeds of $78,991.
|
In October 2007, the Company issued 140,000 (post-split adjusted) common shares at $0.40 per common share, with a fair value of $5,600,000, to acquire mineral properties.
|
Outstanding and Exercisable Warrants
|
||||||
Number of
|
Remaining Contractual Life
|
Exercise Price times Number
|
Weighted
Average
|
|||
Exercise Price
|
Shares
|
(in years)
|
of Shares
|
Exercise Price
|
||
$0.900
|
500,000
|
0
|
$
|
450,000
|
$
|
0.900
|
Warrants
|
Number of Shares
|
Weighted Average Exercise Price
|
||||||
Outstanding at December 31, 2011
|
500,000 | $ | 0.900 | |||||
Issued
|
— | — | ||||||
Exercised
|
— | — | ||||||
Expired / Cancelled
|
(500,000 | ) | 0.900 | |||||
Outstanding at September 30, 2012
|
— | $ | — |
September 30, 2012
|
December 31, 2011
|
|||||||
Income (Loss) Before Taxes
|
$ | (93,430 | ) | $ | (1,967,287 | ) | ||
Statutory rate
|
34 | % | 34 | % | ||||
Computed expected tax payable (recovery)
|
$ | 31,763 | $ | 668,878 | ||||
Non-deductible expenses
|
— | (1,530 | ) | |||||
Change in valuation allowance
|
(31,763 | ) | (667,348 | ) | ||||
Reported income taxes
|
$ | – | $ | – |
September 30, 2012
|
December 31, 2011
|
|||||||
Net operating loss carried forward
|
$ | 5,983,712 | $ | 5,890,292 | ||||
Valuation allowance
|
(5,983,712 | ) | (5,890,292 | ) | ||||
Net deferred income tax asset
|
$ | – | $ | – |
/s/ Stan J.H. Lee, CPA
|
|
Stan J.H. Lee, CPA
Fort Lee, NJ 07024 US
|
|
October 31, 2012
|
/s/ M&K CPAS, PLLC
|
|
www.mkacpas.com
Houston, Texas
|
|
April 12, 2011
|
(A DEVELOPMENT STAGE COMPANY)
|
December 31, 2011
|
December 31, 2010
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash & cash equivalents
|
$ | — | $ | 27,802 | ||||
Total Current Assets
|
— | 27,802 | ||||||
Property and equipment, net
|
8,347 | 12,847 | ||||||
TOTAL ASSETS
|
$ | 8,347 | $ | 40,649 | ||||
LIABILITIES:
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 115,154 | $ | 53,069 | ||||
Notes and loans payable
|
84,075 | 19,075 | ||||||
Due to related parties
|
108,349 | 120,116 | ||||||
Total Current Liabilities
|
307,578 | 192,260 | ||||||
Long term Liabilities
|
||||||||
Notes & loans payable
|
417,438 | 417,438 | ||||||
Total Long term Liabilities
|
417,438 | 417,438 | ||||||
Total Liabilities
|
725,016 | 609,698 | ||||||
STOCKHOLDERS' (DEFICIT)
|
||||||||
Preferred stock, no par value, 10,000,000 shares authorized, none issued
|
— | — | ||||||
Common stock, $.001 par value, 250,000,000 shares authorized, 151,063,898 and 144,563,898 issued and outstanding at December 31, 2011 and December 31, 2010, respectively
|
151,064 | 144,564 | ||||||
Additional paid in capital
|
17,529,437 | 15,716,270 | ||||||
(Deficit) accumulated during the development stage
|
(18,397,170 | ) | (16,429,883 | ) | ||||
Total Stockholders' (Deficit)
|
(716,669 | ) | (569,049 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$ | 8,347 | $ | 40,649 |
(A DEVELOPMENT STAGE COMPANY)
|
For the years ended
|
From July 6, 2005
|
|||||||||||
December 31,
|
(inception) to
|
|||||||||||
2011
|
2010
|
December 31, 2011
|
||||||||||
Revenue
|
$ | 192,246 | $ | 20,397 | $ | 212,643 | ||||||
Cost of sales
|
90,091 | 36,046 | 126,137 | |||||||||
Gross profit
|
102,155 | (15,649 | ) | 86,506 | ||||||||
General and administrative expenses
|
2,020,129 | 1,062,752 | 7,625,461 | |||||||||
Operating (loss)
|
(1,917,974 | ) | (1,078,401 | ) | (7,538,955 | ) | ||||||
Loss on settlement of debt
|
— | (3,292,149 | ) | (3,292,149 | ) | |||||||
Interest expense
|
(49,313 | ) | (759,387 | ) | (975,794 | ) | ||||||
Interest income
|
— | — | 1,823 | |||||||||
Net (loss) – Continuing Operations
|
(1,967,287 | ) | (5,129,937 | ) | (11,805,075 | ) | ||||||
Discontinued operations
|
— | — | (6,592,095 | ) | ||||||||
Net (loss)
|
$ | (1,967,287 | ) | $ | (5,129,937 | ) | $ | (11,805,075 | ) | |||
Weighted average common shares outstanding - basic and diluted
|
102,202,088 | 41,102,254 | ||||||||||
Net (loss) per common share - basic and diluted
|
$ | (0.02 | ) | $ | (0.12 | ) |
ENDEAVOR POWER CORP.
|
(A DEVELOPMENT STAGE COMPANY)
|
PERIOD FROM JULY 6, 2005 (INCEPTION) TO DECEMBER 31, 2011
|
|
(DEFICIT)
|
|||||||||||||||||||
|
ACCUMULATED
|
|||||||||||||||||||
|
DURING THE
|
|||||||||||||||||||
COMMON STOCK
|
PAID IN
|
EXPLORATION
|
||||||||||||||||||
SHARES
|
AMOUNT
|
CAPITAL
|
STAGE
|
TOTAL
|
||||||||||||||||
|
|
|
||||||||||||||||||
Balance, July 6, 2005 (date of inception)
|
— | $ | — | $ | — | $ | — | $ | — | |||||||||||
Issuance of common shares for services
|
1 | — | — | — | — | |||||||||||||||
Net loss
|
(750 | ) | (750 | ) | ||||||||||||||||
Balance, December 31, 2005
|
1 | — | — | (750 | ) | (750 | ) | |||||||||||||
Issuance of founders shares for cash
@ $.000015 per share
|
3,250,000 | 3,250 | 1,750 | — | 5,000 | |||||||||||||||
Issuance of common shares for cash @ $.0015 per share
|
513,460 | 513 | 78,478 | — | 78,991 | |||||||||||||||
Net loss
|
(23,830 | ) | (23,830 | ) | ||||||||||||||||
Balance, December 31, 2006
|
3,763,461 | 3,763 | 80,228 | (24,580 | ) | 59,411 | ||||||||||||||
Cancellation of common shares
|
(3,250,000 | ) | (3,250 | ) | (1,750 | ) | — | (5,000 | ) | |||||||||||
Issuance of common shares for mineral property @ $.40 per share
|
140,000 | 140 | 5,599,860 | — | 5,600,000 | |||||||||||||||
Net loss
|
(73,915 | ) | (73,915 | ) | ||||||||||||||||
Balance, December 31, 2007
|
653,461 | 653 | 5,678,338 | (98,495 | ) | 5,580,496 | ||||||||||||||
Assumption Agreement
|
255,050 | — | 255,050 | |||||||||||||||||
Settlement of related party debt
|
37,883 | — | 37,883 | |||||||||||||||||
Net loss
|
(6,107,944 | ) | (6,107,944 | ) | ||||||||||||||||
Balance, December 31, 2008
|
653,461 | 653 | 5,971,271 | (6,206,439 | ) | (234,515 | ) | |||||||||||||
Issuance of shares to settle debt
|
3,437 | 3 | 504,698 | — | 504,701 | |||||||||||||||
32,000 | 32 | 3,775,968 | — | 3,776,000 | ||||||||||||||||
826,541 | — | 826,541 | ||||||||||||||||||
|
(5,093,507 | ) | (5,093,507 | ) | ||||||||||||||||
Balance, December 31, 2009
|
688,898 | 689 | 11,078,478 | (11,299,946 | ) | (220,779 | ) | |||||||||||||
Issuance of shares for repayment of loan
|
375,000 | 375 | 254,625 | — | 255,000 | |||||||||||||||
Issuance of shares to settle debt
|
140,000,000 | 140,000 | 3,476,667 | — | 3,616,667 | |||||||||||||||
Issuance of shares for services
|
3,500,000 | 3,500 | 906,500 | — | 910,000 | |||||||||||||||
Net loss
|
(5,129,937 | ) | (5,129,937 | ) | ||||||||||||||||
Balance, December 31, 2010
|
144,563,898 | 144,564 | 15,716,270 | (16,429,883 | ) | (569,049 | ) | |||||||||||||
Issuance of shares for services
|
10,000,000 | 10,000 | 1,790,000 | — | 1,800,000 | |||||||||||||||
Cancellation of common shares
|
(3,500,000 | ) | (3,500 | ) | 3,500 | — | — | |||||||||||||
Write-off related party balance
|
19,667 | — | 19,667 | |||||||||||||||||
Net loss
|
(1,967,287 | ) | (1,967,287 | ) | ||||||||||||||||
Balance, December 31, 2011
|
151,063,898 | $ | 151,064 | $ | 17,529,437 | $ | (18,397,170 | ) | $ | (716,669 | ) |
ENDEAVOR POWER CORP.
|
||||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||||
|
Cumulative
|
|||||||||||
From 07/06/05
|
||||||||||||
For the year ended December 31,
|
(Inception) to
|
|||||||||||
2011
|
2010
|
12/31/2011
|
||||||||||
Cash Flows from operations:
|
||||||||||||
Net (loss)
|
$ | (1,967,287 | ) | $ | (5,129,937 | ) | $ | (11,805,075 | ) | |||
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
|
||||||||||||
Accretion expense
|
— | 688,784 | 826,541 | |||||||||
Depreciation expense
|
4,500 | 653 | 5,153 | |||||||||
Common shares issued for services
|
1,800,000 | 910,000 | 6,880,452 | |||||||||
Common shares issued for incentives
|
— | — | 110,250 | |||||||||
Loss on settlement of debt
|
— | 3,292,149 | 3,292,149 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase in accounts payable and accrued expenses
|
62,085 | 69,296 | 172,394 | |||||||||
Increase in related party payables
|
7,900 | 16,667 | 34,155 | |||||||||
Net cash (used in) operating activities
|
(92,802 | ) | (152,388 | ) | (483,981 | ) | ||||||
Cash Flows from investing activities:
|
||||||||||||
Cash (used in) purchase of property and equipment
|
— | (13,500 | ) | (13,500 | ) | |||||||
Net cash (used in) investing activities
|
— | (13,500 | ) | (13,500 | ) | |||||||
Cash Flows from financing activities:
|
||||||||||||
Proceeds from related party loans
|
— | 174,615 | 1,061,561 | |||||||||
Proceeds from notes payable
|
65,000 | 19,075 | 84,075 | |||||||||
proceeds from shareholders
|
— | — | 264,949 | |||||||||
Proceeds from issuance of common shares
|
— | — | 83,991 | |||||||||
Repayment on cancellation of common shares
|
— | — | (5,000 | ) | ||||||||
Net cash provided by financing activities
|
65,000 | 193,690 | 1,489,576 | |||||||||
Cash Flows from discontinued operations:
|
||||||||||||
Net cash (used in) operating activities
|
— | — | (382,377 | ) | ||||||||
Net cash (used in) investing activities
|
— | — | (609,718 | ) | ||||||||
Net cash (used in) discontinued operations
|
— | — | (992,095 | ) | ||||||||
Increase in cash
|
(27,802 | ) | 27,802 | — | ||||||||
Cash - beginning of period
|
27,802 | — | — | |||||||||
Cash - end of period
|
$ | — | $ | 27,802 | $ | — | ||||||
NONCASH ACTIVITIES
|
||||||||||||
Common shares issued to acquire mineral properties
|
$ | — | $ | — | $ | 5,600,000 | ||||||
Common shares issued to settle note payable
|
$ | — | $ | 500,000 | $ | 500,000 | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Interest paid
|
$ | — | $ | — | $ | — | ||||||
Income taxes paid
|
$ | — | $ | — | $ | — |
|
Level 1
|
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
|
|
Level 2
|
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
|
|
Level 3
|
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
|
Trouble Debt Restructuring: Issued in April, 2011, ASU 2011-02 clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. The new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. Early adoption is permitted. | ||
Comprehensive Income: Issued in June, 2011, ASU 2011-05 eliminates the current option to present other comprehensive income and its components in the statement of changes in equity. It will require companies to report the total of comprehensive income including the components of net income and the components of other comprehensive income in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in the ASU are effective for interim and annual periods beginning on or after December 15, 2011, and should be applied retrospectively. Early adoption is permitted. |
Intangibles: Issued in September, 2011, ASU 2011-08 permits entities to first perform a qualitative assessment to determine whether it is more likely than not (a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount. If the entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, it would then perform the first step of the goodwill impairment test; otherwise, no further impairment test would be required. The amendments will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. | ||
Disclosures about Offsetting Assets and Liabilities: Issued in December, 2011, ASU 2011-11 requires disclosures to provide information to help reconcile differences in the offsetting requirements under U.S. GAAP and IFRS. The differences in the offsetting requirements account for a significant difference in the amounts presented in statements of financial position prepared in accordance with U.S. GAAP and IFRS for certain entities. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. |
December 31, 2011
|
December 31, 2010
|
|||||||
General Equipment
|
$ | 2,500 | $ | 2,500 | ||||
Automobiles
|
11,000 | 11,000 | ||||||
Sub-Total
|
13,500 | 13,500 | ||||||
Accumulated Deprecation
|
(5,153 | ) | (653 | ) | ||||
Property and Equipment, Net
|
$ | 8,347 | $ | 12,487 |
In June, 2010, the Company issued a note payable in the principal amount of $9,075 to a non-related party. Under the terms of the note, the amount is unsecured, non-interest bearing, and due upon demand.
|
In June, 2010, the Company issued a note payable in the principal amount of $10,000 to a non-related party. Under the terms of the note, the amount is unsecured, accrues interest at a rate of 8% per annum, and is due upon demand. As of December 31, 2011, the Company has recorded $1,412 in interest as an accrued expense.
|
On April 21, 2011, the Company issued a note payable in the principal amount of $65,000 to a non-related party. The note is unsecured, bears interest at a rate of 10% per annum, and is due upon demand. As of December 31, 2011, the Company has recorded $6,179 in interest as an accrued expense.
|
During the year ended December 31, 2006, the Company issued 325,000,000 founder shares for cash proceeds of $5,000. These shares were cancelled during the year ended December 31, 2007.
|
During the year ended December 31, 2006, the Company issued 513,448 (post-split adjusted) common shares for cash proceeds of $78,991.
|
In October 2007, the Company issued 140,000 (post-split adjusted) common shares at $0.40 per common share, with a fair value of $5,600,000, to acquire mineral properties.
|
Outstanding and Exercisable Warrants
|
||||||
Number of
|
Remaining Contractual Life
|
Exercise Price times Number
|
Weighted
Average
|
|||
Exercise Price
|
Shares
|
(in years)
|
of Shares
|
Exercise Price
|
||
$0.900
|
500,000
|
0.66
|
$
|
450,000
|
$
|
0.900
|
Weighted
|
||||||||
Average
|
||||||||
Number
|
Exercise
|
|||||||
Warrants
|
of Shares
|
Price
|
||||||
Outstanding at December 31, 2010
|
500,000 | $ | 0.900 | |||||
Issued
|
— | — | ||||||
Exercised
|
— | — | ||||||
Expired / Cancelled
|
— | — | ||||||
Outstanding at December 31, 2011
|
500,000 | $ | 0.900 |
Accumulated
from July 6, 2005 to December 31, 2009
|
||||
Operating expenses:
|
||||
Impairment of joint venture costs
|
$ | 609,718 | ||
Impairment of mineral property costs
|
5,600,000 | |||
Mineral property expenditures
|
382,377 | |||
Total expenses
|
6,592,095 | |||
Net Loss
|
$ | (6,592,095 | ) |
December 31,
2011
|
December 31,
2010
|
|||||||
Income (Loss) Before Taxes
|
$ | (1,967,287 | ) | $ | (5,129,937 | ) | ||
Statutory rate
|
34 | % | 34 | % | ||||
Computed expected tax payable (recovery)
|
$ | 668,878 | $ | 1,744,179 | ||||
Non-deductible expenses
|
(1,530 | ) | (1,377,620 | ) | ||||
Change in valuation allowance
|
(667,348 | ) | (366,559 | ) | ||||
Reported income taxes
|
$ | – | $ | – |
2011
|
2010
|
|||||||
Net operating loss carried forward
|
$ | 5,890,292 | $ | 3,927,505 | ||||
Valuation allowance
|
(5,890,292 | ) | (3,927,505 | ) | ||||
Net deferred income tax asset
|
$ | – | $ | – |
PARALLAX DIAGNOSTICS, INC.
|
||||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||||
September 30, 2012
|
December 31, 2011
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash & cash equivalents
|
$ | 26,792 | $ | 136,066 | ||||
Total Current Assets
|
26,792 | 136,066 | ||||||
Property, Plant & Equipment, net
|
32,495 | 41,114 | ||||||
Intangible Assets, net
|
1,299,984 | 1,370,490 | ||||||
TOTAL ASSETS
|
$ | 1,359,271 | $ | 1,547,670 | ||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 122,666 | $ | 104,415 | ||||
Related party payables
|
299,380 | 152,361 | ||||||
Notes & loans payable
|
165,149 | 20,000 | ||||||
Total Current Liabilities
|
587,195 | 276,776 | ||||||
Deferred Revenue
|
1,500,000 | 1,500,000 | ||||||
Related party loans
|
14,000 | 14,000 | ||||||
Total Liabilities
|
2,101,195 | 1,790,776 | ||||||
STOCKHOLDERS' (DEFICIT)
|
||||||||
Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, 230,000 and 220,000 issued and outstanding as of September 30, 2012 and December 31, 2011, respectively
|
23 | 22 | ||||||
Common stock, $0.0001 par value, 400,000,000 shares authorized, 24,870,000 and 28,020,000 issued and outstanding as of September 30, 2012 and December 31, 2011, respectively
|
2,487 | 2,802 | ||||||
Additional paid in capital - Preferred
|
499,977 | 399,978 | ||||||
Additional paid in capital - Common
|
88,772 | 227,456 | ||||||
Subscriptions receivable
|
(20 | ) | (20 | ) | ||||
Accumulated Deficit
|
(1,333,163 | ) | (873,344 | ) | ||||
Total Stockholders' (Deficit)
|
(741,924 | ) | (243,106 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$ | 1,359,271 | $ | 1,547,670 |
PARALLAX DIAGNOSTICS, INC.
|
|||||||||||||||
(A DEVELOPMENT STAGE COMPANY)
|
|||||||||||||||
Cumulative From
|
||||||||||||||||||||
April 12, 2010
|
||||||||||||||||||||
For the three months ended
|
For the nine months ended
|
(Inception) to
|
||||||||||||||||||
September 30, 2012
|
September 30, 2011
|
September 30, 2012
|
September 30, 2011
|
September 30, 2012
|
||||||||||||||||
General and administrative expenses
|
$ | 121,484 | $ | 161,635 | $ | 370,771 | $ | 313,020 | $ | 852.481 | ||||||||||
Operating (loss)
|
(121,484 | ) | (161,635 | ) | (370,771 | ) | (313,020 | ) | (852.481 | ) | ||||||||||
Other Expenses
|
||||||||||||||||||||
Depreciation & amortization
|
29,331 | 25,002 | 87,995 | 104,923 | 198,282 | |||||||||||||||
Amortization of deferred compensation
|
2,778 | 58,331 | 42,370 | 214,925 | 281,250 | |||||||||||||||
Interest expense
|
361 | — | 1,051 | — | 1,149 | |||||||||||||||
Total Other Expenses
|
32,470 | 83,333 | 131,416 | 319,848 | 480,681 | |||||||||||||||
Provision for income taxes
|
— | — | — | — | — | |||||||||||||||
Net (loss)
|
$ | (153,954 | ) | $ | (244,968 | ) | $ | (502,187 | ) | $ | (632,868 | ) | $ | (1,333,162 | ) | |||||
Net (loss) per common share - basic and diluted
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) | ||||||||
Weighted average common shares outstanding - basic and diluted
|
24,394,944 | 28,000,000 | 24,394,944 | 28,000,000 |
PARALLAX DIAGNOSTICS, INC.
|
|||||||||
(A DEVELOPMENT STAGE COMPANY)
|
|||||||||
Cumulative From
|
||||||||||||
April 12, 2010
|
||||||||||||
For the nine months ended
|
(Inception) to
|
|||||||||||
September 30, 2012
|
September 30, 2011
|
September 30, 2012
|
||||||||||
Cash Flow from operations:
|
||||||||||||
Net loss
|
$ | (502,187 | ) | $ | (632,868 | ) | $ | (1,333,162 | ) | |||
Depreciation
|
12,989 | 4,917 | 23,268 | |||||||||
Amortization of intangible assets
|
75,006 | 100,008 | 200,016 | |||||||||
Amortization of deferred compensation
|
42,370 | 214,925 | 281,250 | |||||||||
Stock compensation
|
5,000 | — | 5,000 | |||||||||
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
|
||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase in accounts payable and accrued expenses
|
19,399 | 101,391 | 123,815 | |||||||||
Increase in expenses payable to related parties
|
147,019 | 139,724 | 299,380 | |||||||||
Net cash provided by (used in) operating activities
|
(200,404 | ) | (71,903 | ) | (400,433 | ) | ||||||
Cash Flow from investing activities:
|
||||||||||||
(Increase) in Property, Plant & Equipment
|
(4,370 | ) | (49,174 | ) | (55,763 | ) | ||||||
(Increase) in Intangible Assets
|
— | (1,500,000 | ) | (1,500,000 | ) | |||||||
Net cash (used in) investing activities
|
(4,370 | ) | (1,500,000 | ) | (1,555,763 | ) | ||||||
Cash Flow from financing activities:
|
||||||||||||
Proceeds from related party loans
|
— | 14,000 | 14,000 | |||||||||
Proceeds from notes & loans payable
|
— | — | 24,500 | |||||||||
Repayment of notes & loans payable
|
(4,500 | ) | — | (4,500 | ) | |||||||
Increase in Deferred Revenue
|
— | 1,500,000 | 1,500,000 | |||||||||
(Increase) in Deferred Compensation
|
— | (281,250 | ) | (281,250 | ) | |||||||
Increase (Decrease) in Capital Stock due to Merger
|
(315 | ) | (700 | ) | 2,487 | |||||||
Increase in Paid In Capital due to Merger
|
315 | 227,439 | 227,771 | |||||||||
Issuance of Preferred Stock
|
1 | 21 | 23 | |||||||||
Issuance of Common Stock
|
— | — | (20 | ) | ||||||||
Subscriptions receivable
|
— | — | ||||||||||
Increase in Preferred Paid In Capital due to stock issuance
|
99,999 | 199,980 | 499,977 | |||||||||
Net cash provided by financing activities
|
95,500 | 1,759,489 | 1,982,988 | |||||||||
Increase in cash
|
(109.274 | ) | 138,412 | 26,792 | ||||||||
Cash - beginning of period
|
136,066 | 3,600 | — | |||||||||
Cash - end of period
|
$ | 26,792 | $ | 142,012 | $ | 26,792 | ||||||
NONCASH ACTIVITIES
|
||||||||||||
Reclassification of Note Payable from capital
|
$ | 144,000 | $ | — | $ | 144,000 | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Interest paid
|
$ | — | $ | — | $ | — | ||||||
Income taxes paid
|
$ | — | $ | — | $ | — |
September 30, 2012
|
December 31, 2011
|
|||||||
Office Equipment
|
$ | 10,569 | $ | 6,199 | ||||
Medical Devices & Instruments
|
45,194 | 45,194 | ||||||
Sub-Total
|
55,763 | 51,393 | ||||||
Accumulated Deprecation
|
(23,268 | ) | (10,279 | ) | ||||
Property Plant & Equipment, Net
|
$ | 32,495 | $ | 41,114 |
September 30, 2012
|
December 31, 2011
|
|||||||
Products & Processes
|
$ | 750,000 | $ | 750,000 | ||||
Trademarks & Patents
|
750,000 | 750,000 | ||||||
Sub-Total
|
1,500,000 | 1,500,000 | ||||||
Accumulated Amortization
|
(200,016 | ) | (125,010 | ) | ||||
Intangible Assets, net
|
$ | 1,299,984 | $ | 1,374,990 |
September 30, 2012
|
December 31, 2011
|
|||||||
Net operating loss carry forward
|
$ | 1,403,162 | $ | 830,974 | ||||
Start-up costs capitalized for tax purposes
|
— | — | ||||||
Gross deferred tax assets
|
1,403,162 | 830,974 | ||||||
Valuation allowance
|
(1,403,162 | ) | (830,974 | ) | ||||
Net deferred tax assets
|
$ | — | $ | — |
/s/ Stan J.H. Lee, CPA
|
|
Stan J.H. Lee, CPA
|
|
March 27, 2012
|
PARALLAX DIAGNOSTICS, INC.
|
|||||
(A DEVELOPMENT STAGE COMPANY)
|
|||||
DECEMBER 31, 2011 AND 2010
|
2011
|
2010
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash & cash equivalents
|
$ | 136,066 | $ | 3,600 | ||||
Total Current Assets
|
136,066 | 3,600 | ||||||
Property, Plant & Equipment, net
|
41,114 | — | ||||||
Intangible Assets, net of amortization
|
1,370,490 | — | ||||||
TOTAL ASSETS
|
$ | 1,547,670 | $ | 3,600 | ||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
||||||||
Current Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 104,415 | $ | 26,402 | ||||
Related party payables
|
152,361 | — | ||||||
Related party loans
|
14,000 | 1,450 | ||||||
Notes & loans payable
|
20,000 | — | ||||||
Total Current Liabilities
|
290,776 | 27,852 | ||||||
Deferred Revenue
|
1,500,000 | — | ||||||
Total Liabilities
|
1,790,776 | 27,852 | ||||||
STOCKHOLDERS’ (DEFICIT)
|
||||||||
Preferred Stock, $0.0001 par value, 100,000,000 shares authorized, 220,000 and none issued and outstanding as of December 31, 2011 and December 31, 2010, respectively
|
22 | — | ||||||
Common stock, $0.0001 par value, 400,000,000 shares authorized, 28,020,000 and 35,000,000 issued and outstanding as of December 31, 2011 and December 31, 2010, respectively
|
2,802 | 3,500 | ||||||
Additional paid in capital - Preferred
|
399,978 | — | ||||||
Additional paid in capital - Common
|
227,456 | |||||||
Subscriptions receivable
|
(20 | ) | ||||||
Accumulated Deficit
|
(873,345 | ) | (27,752 | ) | ||||
Total Stockholders’ (Deficit)
|
(243,106 | ) | (24,252 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$ | 1,547,670 | $ | 3,600 |
PARALLAX DIAGNOSTICS, INC.
|
||||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||||
Cumulative From
|
||||||||||||
For the 12
|
For the 9
|
April 12, 2010
|
||||||||||
Months ended
|
Months ended
|
(Inception) to
|
||||||||||
December 31, 2011
|
December 31, 2010
|
December 31, 2011
|
||||||||||
General and administrative expenses
|
$ | 428,956 | $ | 27,752 | $ | 456,708 | ||||||
Operating (loss)
|
(428,956 | ) | (27,752 | ) | (456,708 | ) | ||||||
Other Expenses
|
||||||||||||
Depreciation & amortization
|
135,289 | — | 135,289 | |||||||||
Amortization of deferred compensation
|
238,880 | — | 238,880 | |||||||||
Interest expense
|
98 | 98 | ||||||||||
Total Other Expenses
|
374,267 | — | 374,267 | |||||||||
Provision for income taxes
|
— | — | ||||||||||
Net (loss)
|
$ | (803,223 | ) | $ | (27,752 | ) | $ | (830,975 | ) | |||
Net (loss) per common share - basic and diluted
|
$ | (0.03 | ) | $ | (0.00 | ) | $ | — | ||||
Weighted average common shares outstanding - basic and diluted
|
31,018,462 | 35,000,000 | 35,000,000 |
PARALLAX DIAGNOSTICS, INC.
|
(A DEVELOPMENT STAGE COMPANY)
|
Cumulative From
|
||||||||||||
April 12, 2010
|
||||||||||||
For the 12 months ended
|
For the 9 months ended
|
(Inception) to
|
||||||||||
December 31, 2011
|
December 31, 2010
|
December 31, 2011
|
||||||||||
Cash Flow from operations:
|
$ | (803,223 | ) | $ | (27,752 | ) | $ | (830,975 | ) | |||
Net loss
|
||||||||||||
Depreciation
|
10,279 | — | 10,279 | |||||||||
Amortization of intangible assets
|
125,010 | — | 125,010 | |||||||||
Amortization of deferred compensation
|
238,880 | 238,880 | ||||||||||
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
|
||||||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase in accounts payable and accrued expenses
|
78,013 | 26,402 | 104,415 | |||||||||
Increase in expenses payable to related parties
|
152,361 | — | 152,361 | |||||||||
Net cash (used in) operating activities
|
(198,680 | ) | (1,350 | ) | (200,030 | ) | ||||||
Cash Flow from investing activities:
|
||||||||||||
(Increase) in Property, Plant & Equipment
|
(51,393 | ) | — | (51,393 | ) | |||||||
(Increase) in Intangible Assets
|
(1,500,000 | ) | — | (1,500,000 | ) | |||||||
(1,551,393 | ) | — | (1,551,393 | ) | ||||||||
Cash Flow from financing activities:
|
||||||||||||
Proceeds from related party loans
|
14,000 | 1,450 | 15,450 | |||||||||
(Repayment) of related party loans
|
(1,450 | ) | — | (1,450 | ) | |||||||
Proceeds from loans payable
|
24,500 | — | 24,500 | |||||||||
Increase in Deferred Revenue
|
1,500,000 | — | 1,500,000 | |||||||||
(Increase) in Deferred Compensation
|
(281,250 | ) | — | (281,250 | ) | |||||||
Increase (Decrease) in Capital Stock due to Merger
|
(700 | ) | 3,500 | 2,800 | ||||||||
Increase in Additional Paid In Capital due to Merger
|
227,456 | — | 227,456 | |||||||||
Issuance of Preferred Stock
|
22 | — | 22 | |||||||||
Issuance of Common Stock
|
2 | — | 2 | |||||||||
Increase in Preferred Paid In Capital due to stock issuance
|
399,978 | — | 399,978 | |||||||||
Net cash provided by financing activities
|
1,882,539 | 4,950 | 1,887,489 | |||||||||
Increase in cash
|
132,466 | 3,600 | 136,066 | |||||||||
Cash - beginning of period
|
3,600 | — | — | |||||||||
Cash - end of period
|
$ | 136,066 | $ | 3,600 | $ | 136,066 | ||||||
NONCASH ACTIVITIES
|
$ | — | $ | — | $ | — | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Interest paid
|
$ | — | $ | — | $ | — | ||||||
Income taxes paid
|
$ | — | $ | — | $ | — |
PARALLAX DIAGNOSTICS, INC.
|
(A DEVELOPMENT STAGE COMPANY)
|
PERIOD FROM APRIL 12, 2010 (INCEPTION) TO DECEMBER 31,2011
|
(DEFICIT)
|
||||||||||||||||||||||||||||||||
ACCUMULATED
|
||||||||||||||||||||||||||||||||
DURING THE
|
||||||||||||||||||||||||||||||||
COMMON/PREFERRED STOCK
|
PAID IN CAPITAL
|
SUBSCRIPTIONS
|
DEFERRED
|
EXPLORATION
|
||||||||||||||||||||||||||||
SHARES
|
AMOUNT
|
PREFERRED
|
COMMON
|
RECEIVABLE
|
COMP
|
STAGE
|
TOTAL
|
|||||||||||||||||||||||||
Balance, April 12, 2010 (date of inception)
|
— | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||
Issuance of common stock for cash , April 15, 2010
|
35,000,000 | 3,500 | — | 3,500 | ||||||||||||||||||||||||||||
Net loss
|
— | — | (27,752 | ) | (27,752 | ) | ||||||||||||||||||||||||||
Balance, December 31, 2010
|
35,000,000 | 3,500 | — | (27,752 | ) | (24,252 | ) | |||||||||||||||||||||||||
Issuance of common stock, January 11, 2011
|
21,000,000 | 2,100 | (2,100 | ) | — | — | ||||||||||||||||||||||||||
Subscription Payment
|
125 | — | 125 | |||||||||||||||||||||||||||||
Stock Cancellation
|
(28,000,000 | ) | (2,800 | ) | 2,800 | — | — | |||||||||||||||||||||||||
Accounting for Parallax / ABC Merger
|
(54,637 | ) | (54,637 | ) | ||||||||||||||||||||||||||||
Issuance of Stock Options
|
281,250 | (182,985 | ) | (98,265 | ) | — | ||||||||||||||||||||||||||
Net loss
|
(96,986 | ) | (96,986 | ) | ||||||||||||||||||||||||||||
Balance, March 31, 2011
|
28,000,000 | 2,800 | — | 227,438 | (182,985 | ) | (223,003 | ) | (175,750 | ) | ||||||||||||||||||||||
Net loss
|
(159,322 | ) | (159,322 | ) | ||||||||||||||||||||||||||||
Amortization of stock Options
|
58,329 | (58,329 | ) | — | ||||||||||||||||||||||||||||
Issuance of preferred stock
|
100,000 | 10 | 99,990 | 100,000 | ||||||||||||||||||||||||||||
Issuance of preferred stock
|
100,000 | 10 | 99,990 | (50,000 | ) | 50,000 | ||||||||||||||||||||||||||
Balance, June 30, 2011
|
28,200,000 | 2,820 | 199,980 | 227,438 | (50,000 | ) | (124,656 | ) | (440,654 | ) | (185,072 | ) | ||||||||||||||||||||
Net loss
|
(161,635 | ) | (161,635 | ) | ||||||||||||||||||||||||||||
Amortization of stock options
|
58,331 | (58,331 | ) | — | ||||||||||||||||||||||||||||
Issuance of preferred stock
|
10,000 | 1 | 99,999 | 100,000 | ||||||||||||||||||||||||||||
Subscriptions Received
|
50,000 | 50,000 | ||||||||||||||||||||||||||||||
Balance, September 30, 2011
|
28,210,000 | 2,821 | 299,979 | (227,438 | ) | — | (66,325 | ) | (660,620 | ) | (196,707 | ) | ||||||||||||||||||||
Net loss
|
(146,400 | ) | (146,399 | ) | ||||||||||||||||||||||||||||
Amortization of stock options
|
23,955 | (23,955 | ) | — | ||||||||||||||||||||||||||||
Issuance of preferred stock
|
10,000 | 1 | 99,999 | 100,000 | ||||||||||||||||||||||||||||
Issuance of common stock for cash
|
20,000 | 2 | 18 | (20 | ) | — | ||||||||||||||||||||||||||
Balance, December 31, 2011
|
28,240,000 | $ | 2,824 | $ | 399,978 | $ | (227,456 | ) | $ | (20 | ) | $ | (42,370 | ) | $ | (830,975 | ) | $ | (243,106 | ) |
December 31,
|
||||||||
2011
|
2010
|
|||||||
Office Equipment
|
$ | 6,199 | $ | — | ||||
Medical Devices & Instruments
|
45,194 | — | ||||||
Sub-Total
|
51,393 | — | ||||||
Accumulated Deprecation
|
(10,279 | ) | — | |||||
Property Plant & Equipment, Net
|
$ | 41,114 | $ | — |
December 31,
|
||||||||
2011
|
2010
|
|||||||
Products & Processes
|
$ | 750,000 | $ | — | ||||
Trademarks & Patents
|
750,000 | — | ||||||
Sub-Total
|
1,500,000 | — | ||||||
Accumulated Amortization
|
(125,010 | ) | — | |||||
Intangible Assets, net
|
$ | 1,374,990 | $ | — |
2011
|
2010
|
|||||||
Net operating loss carry forward
|
$ | 830,975 | $ | 27,752 | ||||
Start-up costs capitalized for tax purposes
|
— | — | ||||||
Gross deferred tax assets
|
830,975 | 27,752 | ||||||
Valuation allowance
|
(830,975 | ) | (27,752 | ) | ||||
Net deferred tax assets
|
$ | — | $ | — |
Exhibit
Number
|
Description of Exhibit
|
Filing Reference
|
||
(2)
|
Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession
|
|||
2.1*
|
Filed herewith
|
|||
2.2*
|
Filed herewith
|
|||
(3)
|
Articles of Incorporation and Bylaws
|
|||
3.1
|
Articles of Incorporation
|
Filed with the SEC on March 5, 2007 as part of our Registration Statement on Form SB-2.
|
||
3.1(a)
|
Amended and Restated Articles of Incorporation
|
Filed with the SEC on May 17, 2010 as part of our Annual Report on Form 10-K.
|
||
3.2
|
Bylaws
|
Filed with the SEC on March 5, 2007 as part of our Registration Statement on Form SB-2.
|
||
3.2(a)
|
Amended Bylaws
|
Filed with the SEC on May 17, 2010 as part of our Annual Report on Form 10-K.
|
||
3.3*
|
Filed herewith
|
|||
(4)
|
Instruments Defining the Rights of Security Holders
|
|||
4.1
|
2011 Equity Incentive Plan dated March 26, 2011
|
Filed with the SEC on March 31, 2011 as part of our Current Report on Form 8-K.
|
||
4.2
|
Sample Stock Option Agreement
|
Filed with the SEC on March 31, 2011 as part of our Current Report on Form 8-K.
|
||
4.3
|
Sample Stock Award Agreement for Stock Units
|
Filed with the SEC on March 31, 2011 as part of our Current Report on Form 8-K.
|
||
4.4
|
Sample Stock Award Agreement for Restricted Stock
|
Filed with the SEC on March 31, 2011 as part of our Current Report on Form 8-K.
|
||
4.5*
|
Filed herewith
|
|||
4.6* | Sample Stock Option Plan | |||
(10)
|
Material Contracts
|
|||
10.1
|
Second Amendment to Joint Venture Agreement between the Company and Federated Energy Corporation dated September 15, 2009
|
Filed with the SEC on September 19, 2009 as part of our Current Report on Form 8-K.
|
||
10.2
|
Farmount Agreement between the Company and Togs Energy, Inc. and M-C Production & Drilling Co, Inc. dated July 21, 2009
|
Filed with the SEC on July 23, 2009 as part of our Current Report on Form 8-K.
|
||
10.3
|
Convertible Promissory Note to Regal Capital Development, Inc. dated August 25, 2009
|
Filed with the SEC on September 4, 2009 as part of our Current Report on Form 8-K.
|
||
10.4
|
Common Stock Purchase Warrant to Regal Capital Development, Inc. dated August 25, 2009
|
Filed with the SEC on September 4, 2009 as part of our Current Report on Form 8-K.
|
||
10.5
|
Settlement Agreement between the Company and Regal Capital Development, Inc. dated September 11, 2010
|
Filed with the SEC on July 12, 2010 as part of our Current Report on Form 8-K.
|
||
10.6
|
Promissory Note to Regal Capital Development, Inc. dated September 11, 2010
|
Filed with the SEC on July 12, 2010 as part of our Current Report on Form 8-K.
|
||
10.7
|
Amended Promissory Note to Regal Capital Development, Inc. dated September 11, 2010
|
Filed with the SEC on April 14, 2011 as part of our Annual Report on Form 10-K.
|
||
10.8
|
Settlement Agreement between the Company and Andrew I. Telsey, P.C., dated August 3, 2010.
|
Filed with the SEC on August 22, 2011 as part of our Quarterly Report on Form 10-Q.
|
||
10.9
|
Settlement Agreement between the Company and Regal Capital Development, Inc. dated September 17, 2010
|
Filed with the SEC on October 21, 2010 as part of our Current Report on Form 8-K.
|
10.10
|
Promissory Note to Regal Capital Development, Inc. dated September 17, 2010
|
Filed with the SEC on October 21, 2010 as part of our Current Report on Form 8-K.
|
||
10.11
|
Employment Agreement between the Company and Alfonso Knoll dated November 8, 2010.
|
Filed with the SEC on November 12, 2010 as part of our Current Report on Form 8-K.
|
||
10.12
|
Promissory Note to Regal Capital Development, Inc. dated November 23, 2010.
|
Filed with the SEC on November 30, 2010 as part of our Current Report on Form 8-K.
|
||
10.13
|
Amendment to Employment Agreement between the Company and Alfonso Knoll dated November 17, 2010
|
Filed with the SEC on November 30, 2010 as part of our Current Report on Form 8-K.
|
||
10.14
|
Consulting Agreement between the Company and The Musser Group, LLC dated February 21, 2011
|
Filed with the SEC on February 25, 2011 as part of our Current Report on Form 8-K.
|
||
10.15
|
Promissory Note to Marans Invest & Finance S.A. dated April 8, 2011
|
Filed with the SEC on August 22, 2011 as part of our Quarterly Report on Form 10-Q.
|
||
10.16
|
Promissory Note to Rast Trade Corp. dated April 21, 2011
|
Filed with the SEC on August 22, 2011 as part of our Quarterly Report on Form 10-Q.
|
||
10.17
|
Settlement Agreement between the Company and Mr. Alfonso Knoll dated June 8, 2011
|
Filed with the SEC on June 16, 2011 as part of our Current Report on Form 8-K.
|
||
10.18
|
Settlement Agreement between the Company and The Musser Group, LLC dated July 19, 2011
|
Filed with the SEC on August 22, 2011 as part of our Quarterly Report on Form 10-Q.
|
||
10.19*
|
Filed herewith
|
|||
10.20*
|
Filed herewith
|
|||
10.21*
|
Filed herewith
|
|||
10.22*
|
Filed herewith
|
|||
10.23*
|
Filed herewith
|
|||
10.24*
|
Filed herewith
|
|||
10.25*
|
Filed herewith
|
|||
10.26*
|
Filed herewith
|
|||
10.27*
|
Filed herewith
|
|||
10.28*
|
Filed herewith
|
10.29*
|
Filed herewith
|
|||
10.30*
|
Filed herewith
|
|||
(14)
|
Code of Ethics
|
|||
14.1
|
Code of Ethics
|
Filed with the SEC on April 14, 2011 as part of our Annual Report on Form 10-K.
|
||
(16)
|
Letter Re Change in Certifying Accountant
|
|||
16.1
|
Letter from Moore and Associates, Chartered dated August 13, 2009
|
Filed with the SEC on August 13, 2009 as part of our Current Report on Form 8-K.
|
||
16.2
|
Letter from Seale & Beers, CPAs dated August 26, 2009
|
Filed with the SEC on August 27, 2009 as part of our Current Report on Form 8-K.
|
||
16.3
|
Letter from M&K CPAs, PLLC dated March 12, 2010
|
Filed with the SEC on March 12, 2010 as part of our Current Report on Form 8-K.
|
||
16.4
|
Letter from Ron Chadwick, P.C. dated August 3, 2010
|
Filed with the SEC on August 4, 2010 as part of our Current Report on Form 8-K.
|
||
16.5
|
Letter from Davis Accounting Group, P.C. dated November 29, 2010
|
Filed with the SEC on November 30, 2010 as part of our Current Report on Form 8-K.
|
||
16.6
|
Letter from M&K CPAs, PLLC dated October 23, 2012
|
Filed with the SEC on October 25, 2012 as part of our Current Report on Form 8-K.
|
||
(23)
|
Consent Letters
|
|||
23.1
|
Letter from Stan J.H. Lee dated October 31, 2012
|
Filed with the SEC on November 5, 2012 as part of our Annual Report on Form 10-K.
|
||
(99)
|
Other Documents
|
|||
99.1*
|
Filed herewith
|
*
|
Filed herewith.
|
Endeavor Power Corp.
|
||
Date: November 14, 2012
|
/s/ J. Michael Redmond
|
|
By: J. Michael Redmond
|
||
Its: President and Chief Executive Officer
|
(a)
|
“Agreement” means this Agreement, and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;
|
(b)
|
“PRLX” has the meaning ascribed to it in the preamble to this Agreement;
|
(c)
|
“PRLX Common Stock” has the meaning ascribed to such term in Section 3.3 hereof;
|
(d)
|
“PRLX Financial Statements” means the financial statements of PRLX included in Schedule 10 hereto and forming part of this Agreement;
|
(e)
|
“PRLX Shares” means the 24,870,000 shares of PRLX Common Stock and held by the Shareholders, being all of the issued and outstanding securities of PRLX beneficially held, either directly or indirectly, by the Shareholders;
|
(f)
|
“PRLX Shareholders” means the 21,000,000 shares owned by Montecito Bio Sciences, Ltd. a Nevada, corporation representing 84.4% of the issued and outstanding shares of PRLX.
|
(g)
|
“Applicable Securities Legislation” means all applicable securities legislation in all jurisdictions relevant to the issuance of the EDVP Shares;
|
(h)
|
“EDVP” has the meaning ascribed to it in the preamble to this Agreement;
|
(i)
|
“EDVP Common Stock” has the meaning ascribed to it in Section 3.3 hereto;
|
(j)
|
“EDVP Shares” means up to 90,375,750 fully paid and non-assessable shares of the common stock of EDVP to be issued to the Shareholders on the Closing Date;
|
(k)
|
“Closing” means the completion of the Transaction, in accordance with Section 6 hereof, at which time the Closing Documents will be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time;
|
(l)
|
“Closing Date” means November 1, 2012, or a date mutually agreed upon by the parties hereto;
|
(m)
|
“Closing Documents” means the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;
|
(n)
|
“Code” has the meaning ascribed to such term in Recital C hereto;
|
(o)
|
“Loss” means any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by any person or entity including damages for lost profits or lost business opportunities;
|
(p)
|
“Merger” has the meaning ascribed to such term in Recital B hereto;
|
(q)
|
“Merger Consideration” has the meaning ascribed to such term in Section 2.2(e) hereto;
|
(r)
|
“Stock Cancellation” means the 90,375,750 Shares of common stock of EDVP that are to be cancelled at Closing;
|
(s)
|
“OTC Market” means the Over the Counter Market or “OTCQB”;
|
(t)
|
“Person” shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, government, entity or government or any group comprised of one or more of the foregoing.
|
(u)
|
“Patents” means the patents listed in Schedule 13 hereto;
|
(v)
|
“510K Cleared Approvals” means FDA Cleared tests listed in Schedule 13 hereto;
|
(w)
|
“SEC” means the United States Securities and Exchange Commission;
|
(x)
|
“SEC Reports” means the periodic and current reports filed by EDVP and PRLX with the SEC pursuant to the 1934 Act;
|
(y)
|
“Shareholders” means the Shareholders of PRLX listed in Schedule 1 hereto;
|
(z)
|
“Surviving Corporation” has the meaning ascribed to such term in Section 2.1 hereto;
|
(aa)
|
“Taxes” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Internal Revenue Code 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.
|
(bb)
|
“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof;
|
(cc)
|
“Transaction” means the merger of EDVP Sub into PRLX and the issuance of the EDVP Shares to the Shareholders;
|
(dd)
|
“Transmittal Documents” has the meaning ascribed to such term in Section 2.3 hereto;
|
(ee)
|
“1933 Act” means the United States Securities Act of 1933, as amended;
|
(ff)
|
“1934 Act” means the United States Securities Exchange Act of 1934, as amended; and,
|
(gg)
|
Schedules. The following schedules are attached to and form part of this Agreement:
|
Schedule 1
|
-
|
PRLX Shareholders
|
Schedule 2
|
-
|
Directors and Officers of PRLX & Certificate of Officer
|
Schedule 3
|
-
|
Directors and Officers of EDVP & EDVP Sub & Certificate’s of Officer
|
Schedule 4
|
-
|
PRLX Liabilities
|
Schedule 5
|
-
|
PRLX Leases, Subleases, Claims, Capital Expenditures, Taxes and Other Property Interests
|
Schedule 6A
|
-
|
Certificate of U.S. Shareholder
|
Schedule 6B
|
-
|
Certificate of Non-U.S. Shareholder
|
Schedule 7
Schedule 8
Schedule 9
Schedule 10
|
-
-
-
-
|
PRLX Material Agreements
PRLX Employment Agreement & Consultant Agreements
Trademarks and Patents
FDA Cleared 510K Tests
|
Schedule 11
|
-
|
PRLX Financial Statements
|
Schedule 12
Schedule 13
|
-
-
|
PRLX Actions, Proceedings, Judgements, Orders and Claims
EDVP Shareholder Cancellation Resolution
|
(a)
|
General. The Merger shall become effective on the date and at the time (the “Effective Time”) PRLX and EDVP Sub file the Articles of Merger with the State of Nevada. The Merger shall have the effect set forth in the Nevada Revised Statutes. The Surviving Corporation may, at any time after the Effective Time, take any action (including executing and delivering any document) in the name and on behalf of either PRLX or EDVP Sub in order to carry out and effectuate the transactions contemplated by this Agreement.
|
(b)
|
Articles of Incorporation. The Articles of Incorporation of Surviving Corporation shall be the Articles of Incorporation of PRLX immediately prior to the Effective Time.
|
(c)
|
Bylaws. The Bylaws of Surviving Corporation shall be the Bylaws of PRLX immediately prior to the Effective Time.
|
(d)
|
Directors and Officers. The directors and officers of PRLX shall be and remain the directors and officers of Surviving Corporation at and as of the Effective Time, each holding the office with the Surviving Corporation that he or she held with PRLX immediately prior to the Effective Time.
|
(e)
|
Conversion of Securities. At and as of the Effective Time, the PRLX Shares shall be converted into the right to receive EDVP Shares (for each Shareholder a fractional share resulting from conversion of its aggregate holdings will be rounded up to the nearest whole share) which EDVP Shares will be issued to the Shareholders on a basis of one (1) EDVP Share for each PRLX Share held (the “Merger Consideration”). No PRLX securities shall be deemed to be outstanding or to have any rights other than those described and provided for in this Section 2 at and after the Effective Time.
|
(f)
|
PRLX Employee Stock Option Plan. At and as of the Closing there will be 2,800,000 options authorized under the PRLX Employee Stock Option Plan (“ESOP”). The Company has issued 1,375,000 Options with a strike price of $.10 per share to its CEO J. Michael Redmond and 600,000 Options to 4 key executives and consultants with a strike price of $.25. The PRLX ESOP’s Option strike price will be changed to reflect the consolidated EDVP capital structure at Closing. The PRLX ESOP will convert into shares of EDVP after Closing.
|
(g)
|
Issued PRLX Preferred Shares. PRLX has issued 50,000 Shares of Convertible Preferred stock that converted into 1,000,000 shares of the Company’s common stock at $.50 per share of common with a conversion rate of 1 share of preferred for 20 shares of PRLX common stock. The Convertible Preferred Shares were issued with a ratchet provision. The PRLX Preferred shares conversion to common ratio will be changed to reflect the consolidated EDVP capital structure at Closing.
|
(h)
|
Conversion Ratio of PRLX Preferred Shares. At and as of the Closing, the 1,000,000 PRLX will be able to convert to 3,633,926 shares of EDVP.
|
(i)
|
Issued Warrants to Purchase PRLX Shares. At and as of the Effective Time, there are currently 1,000,000 outstanding PRLX Warrant or right to purchase or acquire any securities of PRLX to which will convert into shares EDVP common stock at $1.50 per share. The Warrants were issued as part of an issuance of convertible preferred stock that included a ratchet provision. The PRLX Warrant’s strike price will be changed to reflect the consolidated EDVP capital structure at Closing.
|
(j)
|
Conversion Ration of PRLX Warrants. At and as of the Closing, the 1,000,000 PRLX Warrants will convert 3,633,926 shares of EDVP with a strike price, after the affect of the ratchet provision, of $.41 per share.
|
(k)
|
Conversion of EDVP Sub Securities. At and as of the Effective Time, all EDVP Sub securities shall be converted into 90,375,750 shares of common stock of the Surviving Corporation, as such are constituted immediately following the Effective Time, and shall be registered in the name of EDVP.
|
(l)
|
Effect of Merger. On the Effective Date, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of PRLX and EDVP Sub; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of PRLX or EDVP Sub on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in PRLX or EDVP Sub, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of PRLX and EDVP Sub shall be preserved unimpaired, and all liens upon the property of PRLX and EDVP Sub shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.
|
(a)
|
as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally;
|
(b)
|
as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies; and
|
(c)
|
as limited by public policy.
|
(a)
|
conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of PRLX under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other material agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to PRLX, or any of its material property or assets;
|
(b)
|
violate any provision of the articles or bylaws of PRLX; or
|
(c)
|
violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to PRLX or any of its material property or assets.
|
(a)
|
To the best knowledge of PRLX, PRLX and its subsidiaries are in compliance with, are not in default or violation in any material respect under, and have not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of PRLX;
|
(b)
|
To the best knowledge of PRLX, neither PRLX nor its subsidiaries are subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a PRLX Material Adverse Effect, except as listed on Schedule 14; and
|
(c)
|
To the best knowledge of PRLX, PRLX and its subsidiaries have operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. PRLX has not received any notice of any violation thereof, nor is PRLX aware of any valid basis therefore.
|
(a)
|
failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;
|
(b)
|
sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice;
|
(c)
|
created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of PRLX to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;
|
(d)
|
made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business;
|
(e)
|
declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;
|
(f)
|
suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;
|
(g)
|
suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);
|
(h)
|
received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;
|
(i)
|
made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets;
|
(j)
|
other than in the ordinary course of business, increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled other than to increase salaries of certain employees to market rates in accordance to the projections previously provided EDVP by PRLX; or
|
(k)
|
agreed, whether in writing or orally, to do any of the foregoing.
|
(a)
|
a EDVP Material Adverse Effect; or
|
(b)
|
any material change by EDVP in its accounting methods, principles or practices.
|
(a)
|
Representations and Warranties. The representations and warranties of PRLX set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and PRLX will have delivered to EDVP a certificate dated as of the Closing Date, to the effect that the representations and warranties made by PRLX in this Agreement are true and correct.
|
(b)
|
Performance. All of the covenants and obligations that PRLX is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.
|
(c)
|
Transaction Documents. This Agreement, the PRLX Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to EDVP, will have been executed and delivered to EDVP by PRLX and the Shareholders.
|
(d)
|
Approvals. PRLX shall have delivered to EDVP minutes of meetings, written consents or other evidence satisfactory to EDVP that the board of directors of PRLX and Shareholders have approved this Agreement and the Plan of Merger. On the Closing Date, PRLX will take all actions reasonably required to promptly file with the Secretary of State of the State of Nevada the Certificate of Merger.
|
(e)
|
Secretary’s Certificate – PRLX. PRLX will have delivered to EDVP a certificate from the Secretary of PRLX attaching:
|
(i)
|
a copy of PRLX’s articles, bylaws and all other incorporation documents, as amended through the Closing Date, and,
|
(ii)
|
copies of resolutions duly adopted by the board of directors of PRLX approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herein.
|
(f)
|
Third Party Consents. PRLX will have delivered to EDVP duly executed copies of all third party consents and approvals required by this Agreement to be obtained by PRLX, in form and substance reasonably satisfactory to EDVP.
|
(g)
|
Shareholder Approval. PRLX will have obtained the required Shareholder approvals required by the Transaction in form and substance reasonably satisfactory to EDVP.
|
(h)
|
Regulatory Approvals and Consents. PRLX will have obtained all approvals and consents required to carry out the Transaction, in form and substance reasonably satisfactory to EDVP.
|
(i)
|
No Material Adverse Change. No PRLX Material Adverse Effect will have occurred since the date of this Agreement.
|
(j)
|
No Action. No suit, action, or proceeding will be pending or threatened which would:
|
(i)
|
prevent the consummation of any of the transactions contemplated by this Agreement, or,
|
(ii)
|
cause the Transaction to be rescinded following consummation.
|
(k)
|
Outstanding Securities. PRLX will have no more than 24,870,000 shares of PRLX Common Stock issued and outstanding on the Closing Date.
|
(l)
|
Public Disclosure. PRLX will have delivered substantive information about its assets and personnel satisfactory to EDVP for completion of its public disclosure of the Transaction details.
|
(m)
|
Compliance with Securities Laws. PRLX will have delivered evidence satisfactory to EDVP that the PRLX Shares issuable in the Transaction will be issuable without registration pursuant to the 1933 Act and the Applicable Securities Legislation in reliance on a safe harbor from the registration requirements of the 1933 Act and the Applicable Securities Legislation.
|
(n)
|
Financial Statements. PRLX will have delivered all financial statements of PRLX prepared in US GAAP required to be filed by EDVP under Applicable Securities Legislation.
|
(o)
|
PRLX Debts. At the Closing PRLX shall have no liabilities, other than those in the ordinary course of business other than as disclosed in the Schedules hereto outstanding.
|
(p)
|
PRLX Legal Opinion. EDVP will have received an opinion, dated as of the Closing Date, from counsel for PRLX, and such other local or special counsel as is appropriate, all of which opinion will be in the form and substance reasonably satisfactory to EDVP and its counsel.
|
(a)
|
Representations and Warranties. The representations and warranties of EDVP and EDVP Sub set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and EDVP and EDVP Sub will have delivered to PRLX a certificate dated the Closing Date, to the effect that the representations and warranties made by EDVP and EDVP Sub in this Agreement are true and correct.
|
(b)
|
Performance. All of the covenants and obligations that EDVP is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects. EDVP and EDVP Sub must have delivered each of the documents required to be delivered by it pursuant to this Agreement.
|
(c)
|
Compliance. Upon the closing of this Agreement, EDVP will be in compliance with its reporting requirements under the 1934 Act.
|
(d)
|
Transaction Documents. This Agreement, the EDVP Documents and all other documents necessary or reasonably required to consummate the Transaction, all in form and substance reasonably satisfactory to PRLX, will have been executed and delivered to PRLX by EDVP and EDVP Sub.
|
(e)
|
Secretary’s Certificate – EDVP and EDVP Sub. Each of EDVP and EDVP Sub will have delivered to PRLX a certificate from their respective Secretary attaching:
|
(i)
|
a copy of the articles of incorporation, bylaws and all other incorporation documents, as amended through the Closing Date, and
|
(ii)
|
copies of resolutions duly adopted by the boards of directors of EDVP and EDVP Sub and copies of consents of the shareholder of EDVP Sub approving the execution and delivery of this Agreement and the consummation of the transactions contemplated herein.
|
(f)
|
Approvals. EDVP and EDVP Sub shall have delivered to PRLX minutes of meetings, written consents or other evidence satisfactory to PRLX that the board of directors of EDVP and EDVP Sub have approved this Agreement and the Plan of Merger and EDVP, as sole stockholder of EDVP Sub, has approved the Plan of Merger and Certificate of Merger. On the Closing Date, PRLX and EDVP Sub are taking all actions reasonably required to promptly file with the Secretary of State of the State of Delaware the Certificate of Merger.
|
(g)
|
Director Appointments. On the Closing Date, Edward W Withrow III, Edward W Withrow Jr., J. Michael Redmond, Jorn Gorlach, Anand Kumar and David Engert (the “Proposed Directors”) shall be appointed to the board of EDVP subject to applicable securities laws, provided that immediately prior to Closing the total number of board members of EDVP shall not exceed one (1) member. On the Closing Date, EDVP’s sole board of director, Gardner Williams, shall resign and the EDVP board of directors shall consist of Edward W. Withrow III, Jorn Gorlach, J. Michael Redmond, E. William Withrow Jr., Anand Kumar and David Engert.
|
(h)
|
No Material Adverse Change. No EDVP Material Adverse Effect will have occurred since the date of this Agreement.
|
(i)
|
No Action. No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would:
|
(i)
|
prevent the consummation of any of the transactions contemplated by this Agreement, or
|
(ii)
|
cause the Transaction to be rescinded following consummation.
|
(j)
|
Outstanding Shares. EDVP will have issued and outstanding no more than 151,063,898 pre cancellation shares of EDVP Common Stock (60,523,363 post-cancellation shares of EDVP Common Stock) immediately prior to the issuance of the EDVP Shares as contemplated by this Agreement.
|
(k)
|
Regulatory Approvals and Consents. EDVP will have obtained all necessary approvals and consents to carry out the Transaction, in form and substance reasonably satisfactory to PRLX.
|
(l)
|
Public Market. On the Closing Date, the shares of EDVP Common Stock will be quoted on the OTC Market. EDVP has not been informed, nor does it have any knowledge, that FINRA or any other regulatory agency will take action to cease the EDVP Common Stock from being quoted on the OTC Market.
|
(m)
|
EDVP Debts. EDVP will have provided evidence that it has satisfied or will otherwise provide for payment or cancellation of all material debt on its books and accounts payable.
|
(n)
|
Assumption of Contracts. EDVP will enter into a mutually agreeable form of assignment and assumption agreement with PRLX whereby it will assume all of PRLX obligations under the PRLX material agreements listed in Schedule 6 hereto.
|
(o)
|
Stock Cancellation. EDVP will have cancelled an aggregate of 90,375,750 restricted shares of its common stock.
|
(p)
|
Stock Issuance. EDVP will cause to issue through a Treasury Order attached herewith as Schedule 12, as part of the Plan and Agreement of Merger,
|
(q)
|
EDVP Legal Opinion. PRLX will have received a legal opinion, dated as of the Closing Date, from counsel for EDVP, and such other local or special legal counsel as is appropriate, all of which opinion shall be in the form and substance reasonably satisfactory to PRLX and its counsel.
|
(a)
|
afford the other and its representatives full and free access to its personnel, properties, assets, contracts, books and records, and other documents and data;
|
(b)
|
furnish the other and its representatives with copies of all such contracts, books and records, and other existing documents and data as required by this Agreement and as the other may otherwise reasonably request; and,
|
(c)
|
furnish the other and its representatives with such additional financial, operating, and other data and information as the other may reasonably request.
|
(a)
|
All information regarding the business of PRLX including, without limitation, financial information that PRLX provided to EDVP will be kept in strict confidence by EDVP and will not be given to any other person or party or used (except in connection with due diligence and except as required to file a news release and 8-K disclosure regarding the transaction to the public after the Closing), dealt with, exploited or commercialized by EDVP or disclosed to any third party (other than EDVP’s professional accounting and legal advisors) without the prior written consent of PRLX. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from PRLX, EDVP will immediately return to PRLX (or as directed by PRLX) any information received regarding PRLX’s business, including copies thereof. Likewise, all information regarding the business of EDVP including, without limitation, financial information that EDVP provides to PRLX during its due diligence investigation of EDVP will be kept in strict confidence by PRLX and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by PRLX or disclosed to any third party (other than PRLX’s professional accounting and legal advisors) without EDVP’s prior written consent. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from EDVP, PRLX will immediately return to EDVP (or as directed by EDVP) any information received regarding EDVP’s business. Each party will provide an affidavit to the other that all documents were returned.
|
(b)
|
EDVP and PRLX acknowledge and agree, subject to disclosure obligations under Applicable Securities Legislation or other laws or regulations, that neither party will make any public pronouncements concerning the terms of this Agreement without the express written consent of the other party, such consent will not be unreasonably withheld.
|
(c)
|
PRLX acknowledges and agrees to neither trade nor allow any of its employees or agents to trade in the securities of EDVP prior to Closing while in possession of material information about EDVP that has not been publicly disclosed.
|
(d)
|
EDVP acknowledges and agrees that it has previously executed a non-disclosure agreement with PRLX and that it will continue to be obligated by the terms of that non-disclosure agreement.
|
(a)
|
amend its articles, bylaws or other incorporation documents;
|
(b)
|
incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any properties or assets of PRLX except in the ordinary course of business;
|
(c)
|
dispose of or contract to dispose of any PRLX property or assets, except in the ordinary course of business consistent with past practice;
|
(d)
|
issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of the PRLX Common Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;
|
(e)
|
declare, set aside or pay any dividends on, or make any other distributions in respect of the PRLX Common Stock;
|
(f)
|
split, combine or reclassify any PRLX Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of PRLX Common Stock; or,
|
(g)
|
materially increase benefits or compensation expenses of PRLX, other than as contemplated by the terms of any employment agreement in existence on the date of this Agreement, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount not required by a plan or arrangement as in effect on the date of this Agreement to any such person.
|
(a)
|
incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of EDVP except in the ordinary course of business consistent with past practice;
|
(b)
|
dispose of or contract to dispose of any EDVP property or assets except in the ordinary course of business consistent with past practice;
|
(c)
|
materially increase benefits or compensation expenses of EDVP, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such person; or
|
(d)
|
issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, but not limited to, stock appreciation rights or phantom stock), of Company;
|
(a)
|
copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of PRLX evidencing approval of this Agreement and the Transaction and the requisite stockholder approval of the Transaction;
|
(b)
|
all certificates and other documents required by Section 7.1 of this Agreement;
|
(c)
|
a certificate of an officer of PRLX, dated as of Closing, certifying that:
|
(i)
|
each respective covenant and obligation of PRLX has been complied with, and
|
(ii)
|
each respective representation, warranty and covenant of PRLX is true and correct at the Closing as if made on and as of the Closing; and
|
(d)
|
the PRLX Documents and any other necessary documents, including the Certificate of Merger, each duly executed by PRLX, as required to give effect to the Transaction.
|
(a)
|
copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of EDVP and EDVP Sub evidencing approval of this Agreement and the Transaction and the requisite stockholder approval of the Transaction;
|
(b)
|
the EDVP Shares;
|
(c)
|
all certificates and other documents required by Section 7.2 of this Agreement;
|
(d)
|
a certificate of an officer of each of EDVP and EDVP Sub, dated as of Closing, certifying that:
|
(i)
|
each covenant and obligation of EDVP and EDVP Sub, respectively has been complied with, and
|
(ii)
|
each representation, warranty and covenant of EDVP and EDVP Sub, respectively, is true and correct at the Closing as if made on and as of the Closing; and
|
(e)
|
copies of resolutions of the board of directors of EDVP appointing the Proposed Directors of EDVP;
|
(f)
|
copy of the Securities and Exchange Commission Form 14F-1 to be filed with the Securities and Exchange Commission on behalf of EDVP reflecting the applicable changes in the Company as a result of the transactions contemplated hereby; and
|
(g)
|
the EDVP Documents and any other necessary documents, including the Articles of Merger each duly executed by EDVP and EDVP Sub, as applicable, as required to give effect to the Transaction;
|
(a)
|
mutual agreement of EDVP and PRLX;
|
(b)
|
EDVP, if there has been a material breach by PRLX or any Shareholder of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of PRLX or any Shareholder that is not cured, to the reasonable satisfaction of EDVP, within ten business days after notice of such breach is given by EDVP (except that no cure period will be provided for a breach by PRLX or any Shareholders that by its nature cannot be cured);
|
(c)
|
PRLX, if there has been a material breach by EDVP of any material representation, warranty, covenant or agreement set forth in this Agreement on the part of EDVP that is not cured, to the reasonable satisfaction of PRLX, within ten business days after notice of such breach is given by PRLX (except that no cure period will be provided for a breach by EDVP that by its nature cannot be cured);
|
(d)
|
EDVP or PRLX, if the Transaction contemplated by this Agreement has not been consummated prior to November 15, 2012 unless EDVP and PRLX agree to extend such date in writing; or
|
(e)
|
EDVP or PRLX, if any injunction or other order of a governmental entity of competent authority prevents the consummation of the Transaction contemplated by this Agreement.
|
(a)
|
any misrepresentation, misstatement or breach of warranty of PRLX contained in or made pursuant to this Agreement, any PRLX Document or any certificate or other instrument delivered pursuant to this Agreement; and
|
(b)
|
the breach or partial breach by PRLX of any covenant or agreement of PRLX made in or pursuant to this Agreement, any PRLX Document or any certificate or other instrument delivered pursuant to this Agreement.
|
(a)
|
any misrepresentation, misstatement or breach of warranty of EDVP or EDVP Sub, respectively contained in or made pursuant to this Agreement, any EDVP Document or any certificate or other instrument delivered pursuant to this Agreement; or
|
(b)
|
the breach or partial breach by EDVP or EDVP Sub of any covenant or agreement of EDVP of EDVP Sub, respectively, made in or pursuant to this Agreement, any EDVP Document or any certificate or other instrument delivered pursuant to this Agreement.
|
(a)
|
in the case of personal delivery, on the date of such delivery;
|
(b)
|
in the case of a fax, when the party sending such fax has received electronic confirmation of its delivery;
|
(c)
|
in the case of delivery by internationally-recognized express courier, on the business day following dispatch; and
|
(d)
|
in the case of mailing, on the fifth business day following mailing.
|
Name
|
Address
|
PRLX
|
EDVR
|
Jorn & Jennifer Gorlach
|
3194 Quarry Road, Manchester, NJ 08759
|
1,260,000
|
4,578,747
|
Ian Gorlach
|
2132 N 200 Road, Wellsville, KS-66092
|
420,000
|
1,526,249
|
Max Gorlach
|
2132 N 200 Road, Wellsville, KS-66092
|
420,000
|
1,526,249
|
Ana Gorlach
|
2132 N 200 Road, Wellsville, KS-66092
|
420,000
|
1,526,249
|
Jade Gorlach
|
2132 N 200 Road, Wellsville, KS-66092
|
420,000
|
1,526,249
|
Avantegarde, LLC
|
3194 Quarry Road, Manchester, NJ 08759
|
1,365,000
|
4,960,310
|
Victor Parker
|
7137 Telegraph Road Montebello, CA 90640
|
420,000
|
1,526,249
|
Withrow, Sinclair & Co
|
1327 Ocean Ave Suite M Santa Monica, CA 90401
|
2,908,500
|
10,569,275
|
Maria K. Sandoval
|
7026 Dume Dr. #B Malibu, CA 90265
|
2,100,000
|
7,631,245
|
Kasper Group, Ltd.
|
2722 Mirasol Loop Round Rock, TX 78681
|
210,000
|
763,125
|
Calli Bucci
|
1327 Ocean Ave Suite M Santa Monica, CA 90401
|
105,000
|
381,562
|
Palisades Management
|
860 Via De La Paz Suite E-3A Pacific Palisades, CA 90272
|
105,000
|
381,562
|
Christian Oliver
|
1327 Ocean Ave Suite M Santa Monica, CA 90401
|
105,000
|
381,562
|
Warren K Withrow
|
1327 Ocean Ave Suite M Santa Monica, CA 90401
|
105,000
|
381,562
|
E William Withrow Jr.
|
133 Cumberland Way Alameda, CA 94502
|
42,000
|
152,625
|
Chase W Withrow
|
1327 Ocean Ave Suite M Santa Monica, CA 90401
|
42,000
|
152,625
|
Nicole Withrow
|
133 Cumberland Way Alameda, CA 94502
|
21,000
|
76,312
|
Stella Rose Drury
|
133 Cumberland Way Alameda, CA 94502
|
10,500
|
38,156
|
Kasper Wilde Withrow
|
2722 Mirasol Loop Round Rock, TX 78681
|
10,500
|
38,156
|
Daniel Sandoval
|
1327 Ocean Ave Suite M Santa Monica, CA 90401
|
10,500
|
38,156
|
Montecito Bio Sciences, Ltd
|
1327 Ocean Ave Suite M Santa Monica, CA 90401
|
10,500,000
|
38,156,227
|
John Ogden
|
675 Bering Dr. Ste. 675 Houston, TX 77057
|
500,000
|
1,816,963
|
Anthony Piziali
|
313 TAYLOR AVE Alameda, CA 94501
|
500,000
|
1,816,963
|
Skyy Holdings, Inc.
|
9663 SANTA MONICA BLVD Suite 835 Beverly Hills CA 90210
|
500,000
|
1,816,963
|
HGE, Inc.
|
8491 Sunset Blvd Suite 110 Los Angeles CA 90069
|
500,000
|
1,816,963
|
Oracle Capital Partners LLC
|
6365 COLLINS AVE SUITE 3403 Miami, FL 33141
|
400,000
|
1,453,567
|
Bradley Brothers, LLC
|
7450 S SANDBAR WILLOW PLACE Tucson, AZ 85747
|
250,000
|
908,481
|
J. Michael Redmond
|
10 Canterbury Road Windham, NH 03087
|
125,000
|
454,240
|
Greg Suess
|
955 Roscomare Road Bel Air, CA 90077
|
75,000
|
272,544
|
Grant Park
|
1327 Ocean Ave Suite M Santa Monica, CA 90401
|
20,000
|
72,678
|
The Kasper Group, Ltd.
|
2722 Mirasol Loop Round Rock, TX 78681
|
700,000
|
2,543,748
|
Amersey Investments, LLC
|
300 Center Avenue, Suite #202 Bay City, MI 48708
|
300,000
|
1,090,177
|
Totals
|
24,870,000
|
90,375,750
|
J. Michael Redmond | President, Director | |
Calli Bucci | Chief Financial Officer | |
Kyle W. Withrow | Secretary | |
Edward W. Withrow III | Chairman | |
Jorn Gorlach | Director | |
David Engert | Director | |
Anand Kumar | Director | |
E. William Withrow Jr. |
1.
|
The Articles of Incorporation, as amended, of the Company;
|
2.
|
The Bylaws, as amended, of the Company; and
|
3.
|
Consent Resolutions duly adopted by the board of directors of the Company approving the execution and delivery of the Agreement and the consummation of the transaction contemplated therein.
|
4.
|
The Articles of Incorporation, as amended, of the Company;
|
5.
|
The Bylaws, as amended, of the Company; and
|
6.
|
Consent Resolutions duly adopted by the board of directors of the Company approving the execution and delivery of the Agreement and the consummation of the transaction contemplated therein.
|
7.
|
The Articles of Incorporation, as amended, of the Company;
|
8.
|
The Bylaws, as amended, of the Company; and
|
9.
|
Consent Resolutions duly adopted by the board of directors of the Company approving the execution and delivery of the Agreement and the consummation of the transaction contemplated therein.
|
_______ Category 1
|
An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Pubco Shares, with total assets in excess of US $5,000,000.
|
_______ Category 2
|
A natural person whose individual net worth, or joint net worth with that person's spouse, on the date of purchase exceeds US $1,000,000.
|
_______ Category 3
|
A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person's spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
|
_______ Category 4
|
A "bank" as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors.
|
_______ Category 5
|
A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States).
|
_______ Category 6
|
A director or executive officer of Pubco.
|
_______ Category 7
|
A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated Person as described in Rule 506(b)(2)(ii) under the 1933 Act.
|
_______ Category 8
|
An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories.
|
(a)
|
is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Selling Shareholder is resident (the “International Jurisdiction”) which would apply to the acquisition of the Pubco Shares;
|
|
(i)
|
any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction; or
|
|
(ii)
|
any continuous disclosure reporting obligation of Pubco in the International Jurisdiction; and
|
|
(d)
|
that any of the Pubco Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Pubco Shares on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the common shares of Pubco on the OTC Bulletin Board;
|
If a Corporation, Partnership or Other Entity:
|
If an Individual:
|
|
Print or Type Name of Entity
|
Signature
|
|
Signature of Authorized Signatory
|
Print or Type Name
|
|
Address
|
Address
|
|
Type of Entity
|
Social Security/Tax I.D. Number
|
|
Social Security/Tax I.D. Number
|
If a Corporation, Partnership or Other Entity:
|
If an Individual:
|
|
Print or Type Name of Entity
|
Signature
|
|
Signature of Authorized Signatory
|
Print or Type Name
|
|
Address
|
Address
|
|
Type of Entity
|
Social Security/Tax I.D. Number
|
|
Social Security/Tax I.D. Number
|
1. | J. Michael Redmond | Employment Agreement | |
2. | Huntington Chase Financial Group, LLC | Consulting Agreement | |
3. | Agreement of the Assignment of Intellectual Property | Assignment of 510K Tests | |
4. | Agreements and License of Intellectual Property | License of Patents | |
5. | Joyce, Thrasher Kaiser & Liss Engagement Agreement | SEC Counsel | |
6. | Stan Lee CPA | Public Auditor |
·
|
US2006051348: Method of Producing a Plurality of Isolated Antibodies
|
·
|
US2006052948: Method of Producing Drugs, Targeting Moieties or Diagnostics
|
·
|
US 11/856,925: Method for Determining the Immune State of a Subject
|
·
|
US 11/924,033: Portable Apparatus for Improved Sample Analysis *
|
Device Name
|
510(k) Number
|
Rubella-Cube TM
|
K892051
|
Cmv-Cube TM
|
K884842
|
Blue Dot Test for Pregnancy
|
K884017
|
First Sign (Pregnancy, Hcg)
|
K973208
|
V-Trend Target Im Test (infect mononucleosis)
|
K890041
|
Target Strep A (Streptococcus Spp.)
|
K8800460
|
Target Cocaine Metabolites-R
|
K910122
|
Target Cocaine Metabolites-V
|
K910123
|
Target Myoglobin Test
|
K963680
|
Target CK-Mb TM
|
K890295
|
Target Aso Test
|
K910073
|
Target Hcg
|
K914303
|
Target Cannabinoids-V Test
|
K910892
|
Target Cannabinoids-R Test
|
K910893
|
Target/Amphetamine Methamphetamine-V(visual Meth)
|
K910738
|
Target/Amphetamine Methamphetamine –R (Reader Meth)
|
K910739
|
Target Quantitative Hog One Step
|
K903937
|
V-Trend Target Rf Test
|
K904105
|
V-Trend Target Cup Test
|
K892231
|
Target Quantitative Hcg
|
K890131
|
Target Opiate-R
|
K890978
|
Target Opiate-V
|
K890979
|
V-Trend Target Cup Test
|
K890423
|
Target Reader
|
K885254
|
Registered | Certificate | Number | Cancellation | Restricted or | |
Name | Number | Of Shares | Date | Free Trading | |
1) | THE MUSSER GROUP, LLC | 3058 | 5,000,000 | 11-01-2012 | 144 |
2) | THE MUSSER GROUP, LLC | 3059 | 5,000,000 | 10-01-2012 | 144 |
3) | MANDALAY VENTURES, LLC | 3056 | 34,556,250 | 10-01-2012 | 144 |
4) |
REGAL CAPITAL
|
||||
DEVELOPMENT, CORP. | 3057 | 45,819,500 | 10-01-2012 | 144 | |
Attention:
|
Gardner Williams
|
President, Chairman
|
Edward W. Withrow III
|
Chairman
|
(i)
|
Representations and Warranties. Customary and usual representations and warranties by the parties, and the principal executive officer of each of the parties shall certify these representations and warranties “to his personal knowledge and information.”
|
(ii)
|
Opinions of Counsel. For the delivery at Closing of favorable opinions of counsel for the corporate parties with respect to customary and usual matters of law covered under similar plans and parties.
|
(a)
|
The examination and inspection of the books and records of each of the parties prior to Closing; the delivery no later than at Closing of customary schedules listing each party’s material contracts; real and personal properties; pending, threatened and contemplated legal proceedings; employees; assets and liabilities, including contingencies and commitments; and other information reasonably requested;
|
(b)
|
Each of the parties to provide annual audited financial statements and interim un-audited financial statements consisting of a balance sheet and a related statement of income for the period then ended which fairly present the financial condition of each as of their respective dates and for the periods involved, and such audited statements shall be prepared in accordance with generally accepted accounting principles of the United States consistently applied, on Closing, for such period or periods as shall be set forth in the definitive agreement; and
|
(j) | The substance of any public announcement with respect to the exchange, other than notices required by law, shall be approved in advance by all parties or their duly authorized representatives. | |
|
(k)
|
In the event of the abandonment of this Letter of Intent prior to the execution of the Plan of Merger, each party shall bear and pay its own costs and expenses and shall indemnify and hold the other parties harmless therefrom. Following execution and delivery of the Plan of Merger, that agreement will control the rights of the parties in this respect.
|
/s/ Gardner Williams
|
|
Gardner Williams
|
|
President
|
|
Endeavor Power Corp.
|
/s/ Edward W. Withrow III
|
|
Edward W. Withrow III
|
|
Chairman
|
|
Parallax Diagnostics, Inc.
|
·
|
Agreement and Plan of Merger and related documentation.
|
||
·
|
Execution of Closing documents by officers and directors of EDVP and PRLX.
|
||
-
|
EDVP officer and director will offer resignations.
|
||
-
|
Cancellation of Shares.
|
||
·
|
Post-Plan of Merger filings are made, with the following agencies (usually takes 7 to 10 business days).
|
||
|
-
|
Articles of Merger.
|
|
|
-
|
Certificate of Designation – define rights, title, and preferences for classes of stock or warrants that are authorized (pre-Plan of Merger task).
|
|
·
|
Order and issue new share certificates;
|
||
·
|
Current Report on Form 8-K reflecting consolidated, combined financial statements of EDVP and PRLX, as filed with the SEC; and
|
||
·
|
PRLX audited and unaudited Financial Statements for the most recent required periods; and
|
||
·
|
Pro forma combined balance sheet taking into consideration the Plan of Merger.
|
1
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10
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10
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10
|
Parallax Kline, Inc Employee Stock Option Plan | Confidential 10-31-10 |
10
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10
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10
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11
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12
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12
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16
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16
|
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16
|
Parallax Kline, Inc Employee Stock Option Plan | Confidential 10-31-10 |
PARALLAX DIAGNOSTICS, INC. | |||
By: | /s/ J. Michael Redmond | ||
Name: | Joseph Michael Redmond | ||
Title: | Chief Executive Officer/Director | ||
Secretary |
________________________________ | ||
By: _____________________________
|
||
Name: ___________________________
|
||
Title: ____________________________
|
||
Date: ____________, _____
|
||
Address: _________________________
|
||
__________________________ | ||
Participant: _______________________
|
||
Name: ___________________________
|
||
Date: ____________, _____
|
||
Address: _________________________
|
||
__________________________ | ||
__________________________ |
DATE OF GRANT:
|
|
TYPE OF OPTION:
|
Incentive Stock Option ________
|
Nonqualified Stock Option ________
|
|
NUMBER OF OPTIONED SHARES:
|
__________________
|
EXERCISE PRICE:
|
$ _____
|
TERMINATION DATE:
|
Fifth Anniversary of Date of Grant (Maximum term of 10 years; 5 years in the case of 10% shareholders)
|
PERMISSION TO PAY WITH SHARES:
|
_______ Granted Denied _______
|
EXPANDED RIGHTS TO TRANSFER OPTION:
|
_______ Granted Denied _______
|
GREATER OR LESSER ARTICLE VII RIGHTS:
|
None
|
By: |
Name: |
Title: |
Date: |
Address: | ||
Participant: | ||
Name: |
Date: |
Address: | ||
DATE OF GRANT:
|
|
TYPE OF OPTION:
|
Incentive Stock Option ____________________
|
Nonqualified Stock Option ____________________
|
|
NUMBER OF OPTIONED SHARES:
|
|
EXERCISE PRICE:
|
$
|
TERMINATION DATE:
|
Fifth Anniversary of Date of Grant (Maximum term of 10 years; 5 years in the case of 10% shareholders)
|
PERMISSION TO PAY WITH SHARES:
|
___________ Granted Denied ___________
|
EXPANDED RIGHTS TO TRANSFER OPTION:
|
___________ Granted Denied ___________
|
GREATER OR LESSER ARTICLE VII RIGHTS:
|
None
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
2.1
|
Assignment of 510k Cleared Tests
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
|
10.1
|
Termination of this Agreement
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
(i)
|
If to ASSIGNOR:
|
(ii)
|
If to ASSIGNEE:
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
(i)
|
Exhibits:
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
ASSIGNOR | ASSIGNEE | |||
Montecito Biosciences, Ltd
|
Roth Kline, Inc.
|
|||
By:
|
/s/ Kyle W. Withrow
|
By:
|
/s/ Edward W. Withrow III
|
|
Name:
|
Kyle W. Withrow |
Name:
|
Edward W. Withrow III | |
Title:
|
Secretary |
Title:
|
President |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Device Name | 510(K) Number |
Rubella-Cube | K892051 |
CMV-Cube | K884842 |
Rotacube (Rotavirus) | K884017 |
Blue Dot Test for Pregnancy | K882588 |
First Sign (Pregnancy, HCG) | K973208 |
V-Trend Target IM Test (Infectious Mononucleosis) | K890041 |
Target Strep A | K880460 |
Target HCG Enzyme Immunoassay Reagents | K862247 |
Target ASO Test | K910073 |
Target HCG Test | K914303 |
Target HCG One-Step | K903937 |
V-Trend Target RF Test | K904105 |
Target Quantitative HCG | K890131 |
V-Trend Target CRP Test | K890423 |
Target Reader | K885254 |
HCG:
|
Human chorionic gonadotropin (Pregnancy Test) Rapid enzyme immunoassay test for qualitative detection of HCG in urine, serum and plasma. HCG is a hormone produced by the developing placenta. Serum and urine levels of HCG climb rapidly, starting as soon as the week following implantation, reaching peak levels near the end of the first trimester. One-step technology offers superior speed and simplicity without sacrificing sensitive and specific results.
|
Strep A:
|
Detects group A streptococci, the cause of upper respiratory infections and pharyngitis. Identification is essential for the selection of appropriate antibiotic therapy to avoid complications such as acute glomerulonephritis or rheumatic fever. The test detects group A strep antigen directly from extracted throat swabs or swabs from culture plates for test confirmation.
|
Rubella:
|
Rapid enzyme immunoassay test for qualitative detection of rubella virus specific IgG antibody. Rubella is a highly contagious yet generally mild disease in most people. However, it has great significance in women infected with rubella, the virus may infect the placenta, multiply and induce serious damage to the fetus, including low birth weight, cardio vascular detects, mental retardation and bone defects. Therefore, all women of child bearing age, as well, as school age children and healthcare personnel should be screened for immunity to rubella.
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
CMV:
|
Rapid enzyme immunoassay for qualitative detection of antibody to Cytomegalovirus in serum and plasma. Cytomegalovirus (CMV) is human viral pathogen belonging to the herpes family. Infection in humans is wide spread and usually results in asymptomatic disease. However, severe symptomatic infections pose a very significant risk in infants and immunocomprised patients.
|
Rotavirus:
|
Rapid enzyme immunoassay test for qualitative detection of human rotavirus particles and antigens in human fecal specimens. Rotavirus is a major cause of gastroenteritis in infants, young children and the elderly. During the winter months a portion of gastroenterics in children is due to rotavirus infection. The disease manifests with the symptoms of vomiting diarrhea, and fever. Rapid and accurate diagnosis is important to avoid inappropriate antibiotic therapy, provide proper treatment early and to prevent spread of nosocmial infection.
|
Mono:
|
Qualitative and quantitative detection of heterophile antibodies associated with infectious mononucleosis. IM is an acute disease caused by the Epstein Barr virus. Heterophile antibodies are the primary antibodies, which appear in the patient’s serum, usually 1 to3 weeks after the onset of symptoms Common symptoms include fatigue, pharyngitis, fever, lymphadenopatherapy and splenomegaly.
|
CRP:
|
C-reactive protein is an acute phase protection. The test is a solid phase gold immunoassay for the detection of CRP. Quantitative CRP measurements have been found to provide reliable early indication of postoperative inflammatory complications if monitored on a daily basis. CRP is also predictive of clinical cardiovascular disease.
|
READER:
|
The Target System Reader is designed to interpret selected membrane enzyme immunoassays. The instrument is designed for laboratory, emergency room or field use and requires only a few minutes to learn to operate. The reader permits more precise, accurate readings of test results than visual interpretation.
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
·
|
Hospitals
|
·
|
Emergency Medical Vehicle Care
|
·
|
Mobile Health Clinics
|
·
|
Schools
|
·
|
Government Agencies
|
·
|
Retail Drug Stores
|
·
|
Corporations
|
·
|
Hospices
|
·
|
Assisted Living and Nursing Homes
|
·
|
Home Health Care
|
·
|
Physician’s offices
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc. | Assignment, September, 2010 |
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
|
10.1
|
Termination of this Agreement
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
(i)
|
If to LICENSOR.
|
(ii)
|
If to LICENSEE.
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
(i)
|
Exhibits:
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
LICENSOR
|
LICENSEE | ||
Montecito Biosciences, Ltd
|
Roth Kline
|
||
BY:
|
/s/ Kyle W. Withrow
|
BY: |
/s/ Edward W. Withrow III
|
|
Kyle W. Withrow
|
Edward W. Withrow III
|
|
|
Secretary
|
President
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
1.
|
U.S. Patent Application No. 11/924,033 “Portable Apparatus for Improved Sample Analysis”
|
|
2.
|
U.S. Patent Application No. 11/856,925 “Method for Determining the Immune Status of a Subject”
|
3.
|
U.S. Patent Application No. 11/221/038 “Method of Identifying Drugs, Targeting Moieties or Diagnostics”
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
|
4.
|
U.S. Patent No. 11/221,252 “Method of Producing a Plurality of Isolated Antibodies to a Plurality of Cognate Antigens”
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
·
|
Hospitals
|
·
|
Emergency Medical Vehicle Care
|
·
|
Mobile Health Clinics
|
·
|
Schools
|
·
|
Government Agencies
|
·
|
Retail Drug Stores
|
·
|
Corporations
|
·
|
Hospices
|
·
|
Assisted Living and Nursing Homes
|
·
|
Home Health Care
|
·
|
Physician’s offices
|
Montecito Bio Sciences, Ltd. / Roth Kline, Inc.
|
License, September, 2010
|
(i)
|
If to ASSIGNOR.
|
|
Edward W. Withrow III
|
||
Montecito Bio Sciences, Ltd
|
||
1327 Ocean Avenue, Suite M
|
||
Santa Monica, California 90401.
|
||
eww@montecitobiosciences.com
|
(ii)
|
If to ASSIGNEE.
|
|
J. Michael Redmond
|
||
Parallax Diagnostics, Inc
|
||
2 Canal Park, 5th Floor
|
||
Cambridge, MA 02141
|
||
miker@parallaxdiagnostics.com
|
ASSIGNOR
|
ASSIGNEE
|
|||
Montecito Biosciences, Ltd.
|
Parallax Diagnostics, Inc.
|
|||
BY:
|
/s/ Edward W. Withrow III
|
BY:
|
/s/ J. Michael Redmond
|
|
|
Edward W. Withrow III
|
J. Michael Redmond
|
||
|
CEO
|
CEO
|
Device Name
|
510(K) Number
|
|
Rubella-Cube
|
K892051
|
|
CMV-Cube
|
K884842
|
|
Rotacube (Rotavirus)
|
K884017
|
|
Blue Dot Test for Pregnancy
|
K882588
|
|
First Sign (Pregnancy, HCG)
|
K973208
|
|
V-Trend Target IM Test (Infectious Mononucleosis)
|
K890041
|
|
Target Strep A
|
K880460
|
|
Target HCG Enzyme Immunoassay Reagents
|
K862247
|
|
Target ASO Test
|
K910073
|
|
Target HCG Test
|
K914303
|
|
Target HCG One-Step
|
K903937
|
|
V-Trend Target RF Test
|
K904105
|
|
Target Quantitative HCG
|
K890131
|
|
V-Trend Target CRP Test
|
K890423
|
|
Target Reader
|
K885254
|
HCG:
|
Human chorionic gonadotropin (Pregnancy Test) Rapid enzyme immunoassay test for qualitative detection of HCG in urine, serum and plasma. HCG is a hormone produced by the developing placenta. Serum and urine levels of HCG climb rapidly, starting as soon as the week following implantation, reaching peak levels near the end of the first trimester. One-step technology offers superior speed and simplicity without sacrificing sensitive and specific results.
|
|
Strep A:
|
Detects group A streptococci, the cause of upper respiratory infections and pharyngitis. Identification is essential for the selection of appropriate antibiotic therapy to avoid complications such as acute glomerulonephritis or rheumatic fever. The test detects group A strep antigen directly from extracted throat swabs or swabs from culture plates for test confirmation.
|
|
Rubella:
|
Rapid enzyme immunoassay test for qualitative detection of rubella virus specific IgG antibody. Rubella is a highly contagious yet generally mild disease in most people. However, it has great significance in women infected with rubella, the virus may infect the placenta, multiply and induce serious damage to the fetus, including low birth weight, cardio vascular detects, mental retardation and bone defects. Therefore, all women of child bearing age, as well, as school age children and healthcare personnel should be screened for immunity to rubella.
|
CMV:
|
Rapid enzyme immunoassay for qualitative detection of antibody to Cytomegalovirus in serum and plasma. Cytomegalovirus (CMV) is human viral pathogen belonging to the herpes family. Infection in humans is wide spread and usually results in asymptomatic disease. However, severe symptomatic infections a very significant risk in infants and immunocomprised patients.
|
|
Rotavirus:
|
Rapid enzyme immunoassay test for qualitative detection of human rotavirus particles and antigens in human fecal specimens. Rotavirus is a major cause of gastroenteritis in infants, young children and the elderly. During the winter months a portion of gastroenterics in children is due to rotavirus infection. The disease manifests with the symptoms of vomiting diarrhea, and fever. Rapid and accurate diagnosis is important to avoid inappropriate antibiotic therapy, provide proper treatment early and to prevent spread of nosocmial infection.
|
|
Mono:
|
Qualitative and quantitative detection of heterophile antibodies associated with infectious mononucleosis. IM is an acute disease caused by the Epstein Barr virus. Heterophile antibodies are the primary antibodies, which appear in the patient’s serum, usually 1 to3 weeks after the onset of symptoms Common symptoms include fatigue, pharyngitis, fever, lymphadenopatherapy and splenomegaly.
|
|
CRP:
|
C-reactive protein is an acute phase protection. The test is a solid phase gold immunoassay for the detection of CRP. Quantitative CRP measurements have been found to provide reliable early indication of postoperative inflammatory complications if monitored on a daily basis. CRP is also predictive of clinical cardiovascular disease.
|
|
READER:
|
The Target System Reader is designed to interpret selected membrane enzyme immunoassays. The instrument is designed for laboratory, emergency room or field use and requires only a few minutes to learn to operate. The reader permits more precise, accurate readings of test results than visual interpretation.
|
·
|
Hospitals
|
|
·
|
Emergency Medical Vehicle Care
|
|
·
|
Mobile Health Clinics
|
|
·
|
Schools
|
|
·
|
Government Agencies
|
|
·
|
Retail Drug Stores
|
|
·
|
Corporations
|
|
·
|
Hospices
|
|
·
|
Assisted Living and Nursing Homes
|
|
·
|
Home Health Care
|
|
·
|
Physician’s offices
|
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
(i)
|
If to LICENSOR.
|
|
Edward W. Withrow III
|
||
Montecito Bio Sciences, Ltd
|
||
1327 Ocean Avenue, Suite M
|
||
Santa Monica, California 90401.
|
||
eww@montecitobiosciences.com
|
||
(ii)
|
If to LICENSEE.
|
|
J. Michael Redmond
|
||
Parallax Diagnostics, Inc
|
||
2 Canal Park, 5th Floor
|
||
Cambridge, MA 02141
|
||
miker@parallaxdiagnostics.com
|
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
LICENSOR
|
LICENSEE
|
|||
Montecito Biosciences, Ltd.
|
Parallax Diagnostics, Inc.
|
|||
BY:
|
/s/ Edward W. Withrow III
|
BY:
|
/s/ J. Michael Redmond
|
|
Edward W. Withrow III
|
J. Michael Redmond
|
|||
CEO
|
CEO
|
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
1.
|
U.S. Patent Application No. 11/924,033 “Portable Apparatus for Improved Sample Analysis”
|
2.
|
U.S. Patent Application No. 11/856,925 “Method for Determining the Immune Status of a Subject”
|
3.
|
U.S. Patent Application No. 11/221/038 “Method of Identifying Drugs, Targeting Moieties or Diagnostics”
|
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
4.
|
U.S. Patent No. 11/221,252 “Method of Producing a Plurality of Isolated Antibodies to a Plurality of Cognate Antigens”
|
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
·
|
Hospitals
|
|
·
|
Emergency Medical Vehicle Care
|
|
·
|
Mobile Health Clinics
|
|
·
|
Schools
|
|
·
|
Government Agencies
|
|
·
|
Retail Drug Stores
|
|
·
|
Corporations
|
|
·
|
Hospices
|
|
·
|
Assisted Living and Nursing Homes
|
|
·
|
Home Health Care
|
|
·
|
Physician’s offices
|
MBS-Parallax Diagnostics
License of Intellectual Property
|
September 2011 |
M. REDMOND
|
Page 1 of 10
|
EMPLOYMENT AGREEMENT
|
M. REDMOND
|
Page 2 of 10
|
EMPLOYMENT AGREEMENT
|
M. REDMOND
|
Page 3 of 10
|
EMPLOYMENT AGREEMENT
|
M. REDMOND
|
Page 4 of 10
|
EMPLOYMENT AGREEMENT
|
M. REDMOND
|
Page 5 of 10
|
EMPLOYMENT AGREEMENT
|
M. REDMOND
|
Page 6 of 10
|
EMPLOYMENT AGREEMENT
|
M. REDMOND
|
Page 7 of 10
|
EMPLOYMENT AGREEMENT
|
M. REDMOND
|
Page 8 of 10
|
EMPLOYMENT AGREEMENT
|
M. REDMOND
|
Page 9 of 10
|
EMPLOYMENT AGREEMENT
|
Roth Kline, Inc.
|
Michael Redmond
|
|||
By:
|
/s/ Edward W. Withrow III
|
By:
|
/s/ Michael Redmond
|
|
Printed: Edward W. Withrow III
|
Printed: Michael Redmond
|
|||
Title: Chairman
|
||||
Date: November 15, 2010
|
Date: November 15, 2010
|
M. REDMOND
|
Page 10 of 10
|
EMPLOYMENT AGREEMENT
|
1.
|
Engineering Services and Supply Instruments. Supplier will perform the services set forth on Exhibit A, or as amended by mutual written agreement. It is agreed and understood that the nature and manner of services provided hereunder shall be within Supplier’s area of professional expertise and/or historical experience.
|
(a)
|
Direction. Supplier shall be directed by and shall report to Michael Redmond or his successor.
|
|
(b)
|
Start Date. Supplier's consulting obligations to PRLX shall begin on July 1 2011.
|
|
(c)
|
Term. This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with Section 15, shall continue up to the time that the last milestone on Exhibit A is successfully completed (the “Term”). The Term can be automatically extended in three month increments upon mutual agreement by the Parties. Any extension shall be in writing.
|
2.
|
Method of Performance. The Supplier shall determine the method, details, and means of performing and fulfilling the work scope on Exhibit A hereunder.
|
3.
|
Other Projects. The PRLX acknowledges and agrees that Supplier may assume other commitments, and has ongoing or intends to obtain engagements outside of Supplier's work for PRLX during the Term (“Other Engagements”); provided that Supplier fully complies with the confidentiality obligations contained in Section 9. Supplier shall reasonably notify PRLX of any Other Engagements, which may pose a conflict of interest, it being understood that such notice shall allow PRLX sufficient basis to proceed in accordance with Section 15(b), below.
|
4.
|
Status as Independent Contractor; Nature of Relationship. It is agreed and understood that the Supplier is an independent contractor and will not act as an agent nor shall he or she be deemed an employee of Supplier for the purposes of any employee benefit programs, income tax withholding, FICA taxes, unemployment benefits, and worker’s compensation insurance, or otherwise. Supplier shall not enter into any agreement or incur any obligations on PRLX’s behalf, or commit PRLX in any manner without PRLX’s prior written consent.
|
5.
|
Resources. Supplier shall provide such tools and facilities as Supplier may deem necessary in the performance of Supplier's duties hereunder. Upon Supplier's reasonable request, the PRLX shall provide such incidental resources to Supplier as the PRLX in its discretion believes may be warranted.
|
6.
|
Compensation. It is agreed and understood, that subject to the Term and performance and under Section 1, the Supplier shall be paid as set forth in Exhibit A.
|
7.
|
Expenses. Supplier will be reimbursed for the reasonable expenses Supplier incurs directly in connection with services provided under this Agreement, All Expenses must be agreed to in writing by PRLX prior to incurring the expense. Expenses will be paid following the submission of documentation evidencing and confirming such expenses.
|
8.
|
Compliance with all Laws. Supplier agrees that in the course of providing his services to the PRLX, he or she will not engage in any practice or commit any acts in violation of any federal, state or local law or ordinance.
|
9.
|
Non-Disclosure Obligations.
|
(a)
|
Definition of “Information.” “Information” shall mean materials, data, or information in any form, whether written, oral, digital, or otherwise, provided by or obtained from PRLX, PRLX's agents, or PRLX's contractors in connection with the Supplier's engagement by PRLX. Technical or business information of a third person furnished or disclosed to the Supplier under this Agreement shall constitute Information of PRLX unless otherwise specifically indicated in writing.
|
|
(b)
|
Confidential Information. For purposes of this Agreement, the term “Confidential Information” shall mean Information regarding PRLX's business including, but not limited to, Information regarding diagnostic and medical device products, processing and manufacturing capabilities, copyrighted or patentable subject matter, research, development, innovations, inventions, designs, technology, improvements, trade secrets, business affairs and finances, customers, employees, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, data formats, and business methodologies.
|
|
(c)
|
Supplier's Obligations. All Confidential Information relating to or obtained from PRLX by the Supplier shall be maintained in confidence by the Supplier, and the Supplier shall use best efforts to protect and safeguard the Confidential Information.
|
(d)
|
Use of Confidential Information. Without PRLX's prior written approval, the Supplier: (a) shall not use Confidential Information directly or indirectly for any purpose except in connection with the services the Supplier performs on behalf of PRLX; and (b) shall not disclose, sell, assign, transfer, share or lease Confidential Information of PRLX, or make such Confidential Information available to, or make it available for the use or benefit of, any third party.
|
|
(e)
|
Exceptions to Confidentiality Obligations. The obligations of this Agreement shall not apply to Confidential Information which the Supplier shall demonstrate, by clear and convincing evidence:
|
1.
|
is or becomes publicly available (other than through unauthorized disclosure under this Agreement);
|
|
2.
|
is already known by the Supplier without an obligation of confidentiality prior to the disclosure thereof by PRLX, as evidenced by the Supplier's written records, maintained in the ordinary course, existing before the first date of Supplier's engagement with PRLX; or
|
|
3.
|
is rightfully received by the Supplier from a third party free of any obligation of confidentiality.
|
10.
|
Former Engagement Information. The Supplier shall not, during the Supplier's engagement with the PRLX, improperly use or disclose any proprietary information or trade secrets of any former employer, hiring party, or other person or entity with which the Supplier has an agreement or duty to keep in confidence, if any, and shall not bring onto the premises of the PRLX any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person, hiring party, or entity.
|
11.
|
Court or Agency Order. In the event the Supplier receives a subpoena or order of a court or administrative body requesting disclosure of PRLX’s Confidential Information, the Supplier agrees (a) that, as promptly as possible after learning of such disclosure obligation and before making such disclosure, the Supplier shall notify PRLX of such obligation to make such disclosure, to allow PRLX an opportunity to object to such disclosure or to obtain a protective order or other appropriate relief; (b) that the Supplier shall provide such cooperation and assistance, at PRLX's expense, as PRLX may reasonably request in any effort by PRLX to obtain such relief; and (c) that the Supplier shall take all appropriate steps to limit the amount and scope of Confidential Information so disclosed and to protect its confidentiality.
|
12.
|
Non-Solicitation. The Supplier agrees not to solicit or encourage employees of Supplier to work for a Competitor during the Term, and for a period of one year after expiration of the Term. “Competitor” means any person or organization, including the Supplier him or herself, engaged in, or about to become engaged in, research on or the acquisition, development, production, distribution, marketing or providing of a Competing Product. “Competing Product” means any product, process, or service of any person or organization other than the PRLX, in existence or under development, which both (A) is identical to, substantially the same as, or an adequate substitute for any product, process, or service of the PRLX, in existence or under development, on which the Supplier works during the Term or about which the Supplier acquires Confidential Information, and (B) is (or could reasonably be anticipated to be) marketed or distributed in such a manner and in such a geographic area as to actually compete with such product, process or service of the PRLX.
|
13.
|
Inventions. For purposes of this Agreement, the term “Inventions” shall mean any and all inventions, original works of authorship, developments, concepts, improvements, or trade secrets (whether or not patentable or registrable under copyright or similar laws) which relate to the business of the PRLX and which the Supplier either (i) solely or jointly conceives, develops, or reduces to practice during PRLX time, at the PRLX's direction, or using PRLX equipment or resources; or (ii) solely or jointly conceives, develops, or reduces to practice based on PRLX Confidential Information. The Supplier will promptly make full written disclosure of Inventions to the PRLX and will hold such Inventions in trust for the sole right and benefit of the PRLX. The Supplier hereby assigns to the PRLX all the Supplier's right, title and interest in and to Inventions. Without limiting the foregoing, the Supplier further acknowledges that all Inventions (x) which are original works of authorship; (y) which are made by the Supplier (solely or jointly with others) within the scope of the Supplier's engagement hereunder; and (z) which are protectable by copyright, shall be deemed, to the extent applicable, “works made for hire,” as that term is defined in the United States Copyright Act. It is agreed and understood that Supplier inventions, original works of authorship, developments, concepts, improvements, or trade secrets (whether or not patentable or registrable under copyright or similar laws) which do not qualify as “Inventions” hereunder shall not be subject to this Section 13.
|
14.
|
Patent and Copyright Registration. The Supplier agrees to assist the PRLX, or its designee, at the PRLX’s expense, in every reasonable way to secure the PRLX’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the PRLX of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments and all other instruments which the PRLX shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the PRLX, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.
|
15.
|
Termination. This Agreement may be terminated without liability as follows:
|
(a)
|
For Cause. If either Party is in material breach, the non-breaching party may terminate this Agreement upon providing the breaching party (a) with written notice, specifying the breach, and (b) with a ten (10) day opportunity to cure, commencing upon the effective date of such notice.
|
|
(b)
|
For Convenience. Either Party may terminate this agreement upon fifteen (15) days notice.
|
16.
|
Survival. The following provisions shall survive the expiration or termination of this Agreement: Sections the applicable part of 6 (success fee) 9, 11, 12, 14, and 17.
|
17.
|
Return of Property. Supplier expressly agrees that upon completion of his or her consulting services under this Agreement, or at any time prior to that time upon request of the PRLX, Supplier will return to the PRLX all property of the PRLX obtained or received by Supplier during the Term of this Agreement including, but not limited to, any and all files, computers, computer equipment, software, diskettes or other storage media, documents, papers, records, notes, agenda, memoranda, plans, calendars and other books and records of any kind and nature whatsoever containing information concerning the PRLX or its customers or operations.
|
18.
|
No Oral Modification. This Agreement may not be changed orally, and no modification, amendment, or waiver of any provision contained in this Agreement, or any future representation, promise, or condition in connection with the subject matter of this Agreement shall be binding upon any party hereto, unless made in writing and signed by such party.
|
19.
|
Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes any and all previous agreements of any kind whatsoever between them, whether written or oral, and all prior and contemporaneous discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement. This is an integrated document.
|
20.
|
Severability. In the event that any provision of this Agreement or the application thereof should be held to be void, voidable, unlawful or, for any reason, unenforceable, the remaining portion and application shall remain in full force and effect, and to that end the provisions of this Agreement are declared to be severable.
|
21.
|
Governing Law. This Agreement is made and entered into, and shall be subject to, governed by, and interpreted in accordance with the laws of the Commonwealth of Massachusetts and shall be fully enforceable in the courts of that state, without regard to principles of conflict of laws. The Parties (i) agree that any suit, action or other legal proceeding arising out of this Agreement may be brought in the United States District Court for the District of Massachusetts, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Suffolk County, Massachusetts; (ii) consent to the jurisdiction of any such court; and (iii) waive any objection which they may have to the laying of venue in any such court. The Parties also consent to the service of process, pleadings, notices or other papers by regular mail, addressed to the party to be served, postage prepaid, and registered or certified with return receipt requested.
|
22.
|
Notices. All notices, requests, consents, approvals and other communications required or permitted under this Agreement (“Notices”) shall be in writing and shall be delivered to the addresses listed above, by mail, by hand, or by facsimile transmission, unless otherwise provided in this Agreement. Such Notices shall be effective (i) if sent by mail, three business days after mailing; (ii) if sent by hand, on the date of delivery; and (iii) if sent by facsimile, on the date indicated on the facsimile confirmation. Any party may change its address or facsimile number for notification purposes by giving all of the individuals and entities noted above notice, in accordance with the notice provisions set forth in this Section, of the new address or facsimile number and the date upon which it will become effective.
|
23.
|
No Assignment. Neither this Agreement nor any portion hereof is assignable.
|
24.
|
Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the effect of a signed original.
|
Parallax Diagnostics Ltd.
|
||
By:
|
/s/ Michael Redmond
|
|
Name: Michael Redmond
|
||
Title: CEO
|
||
Corder Engineering LLC
|
||
By:
|
/s/ Rodney Corder
|
|
Name: Rodney Corder
|
||
Title: Managing Member
|
1)
|
Develop electronic hardware for evaluating CRP Target Cassettes. Reflective Densiometer shall be implemented using the same type reflectometer LED and Photodiode as the Target Instrument.
|
|
2)
|
Develop mechanical components for Target Cassette receiver and OKW MOTEC enclosure if needed. Existing molds of the mechanical parts may be used if the cost, timeframe and quality are acceptable to PRLX. Should PRLX determine to use existing molds for the Target Cassette receiver, the total development cost shall be reduced by $4,250 reflecting the change in project effort.
|
|
3)
|
Develop front panel label and membrane switches for Evaluation units.
|
|
4)
|
Develop operational firmware for the Evaluation units to emulate the functionality of the Target Instrument as documented in the Parallax Diagnostics Target Analyzer operation manual.
|
|
5)
|
Evaluate and collect raw reflectometer data on actual assay reflecting known quantitative samples to correlate reflectometer readings and quantitative results. PRLX is responsible for arranging the execution of the tests in a timely manner at PRLX expense.
|
|
6)
|
Provide a minimum of five assembled units labeled “Evaluation Only, Not for Resale” for evaluation of the CRP Target Cassettes.
|
|
7)
|
A Data Package containing any and all new software code, a list of parts suppliers, any and all drawings related to the instrument.
|
|
8)
|
Up to one trip as required, to a facility with adequate laboratory capabilities designated by PRLX, in the Continental United States, for a duration of not more than 2 days, for the purposes of adjusting the calibration of the Evaluation Units to provide adequate accuracy in reading the CRP Target Cassettes. Additional trips required, not as a result of a deficiency in the Evaluation Units or their operational firmware, shall be reimbursed as an Expense, and billed at a daily rate of $1,000 per day.
|
Milestone
|
Duration
|
Payment
|
Project Initiation
|
T0
|
$10,000.00
|
Assembled PCB Prototypes (12 units)
Deliverable is digital photograph of the assembled prototypes
|
T0+ 5 weeks
|
$7,500.00
|
Mechanical Component Prototypes (12 sets)
Deliverable is digital photograph of the assembled prototypes
|
T0+ 9 weeks
|
$7,500.00
|
Delivery of 10 functional Evaluation Units and Data Package
|
T0+ 12 weeks
|
$10,000.00
|
Receipt of Project Initiation payment is required to start the Work Order and set the start date of the Project. Payment terms are Net-15 after delivery of Milestone. All prices are firm and fixed and cannot increase without written approval of PRLX. Should PRLX decide to use molded parts in lieu of the reverse engineering of current parts, the Milestones and payments shall be adjusted as follows: Mechanical Component Prototypes from $7,500 to $5,750, Delivery of 10 functional Evaluation Units from $10,000 to $7,500 for a Total of $30,750. A 1.5% fee per month will be assessed for any payments late or returned for insufficient funds.
PRLX Responsibilities:
PRLX is responsible to provide a Target Instrumentr unit for reverse engineering, a minimum of 5 unused (white) Target Cassettes, and a definition of the quantitative units and change in reflectivity for the CRP immunoassay Target Cassette.
PRLX is responsible to prepare samples for assay and collect raw reflectometer data from the enhanced firmware for analysis and programming of the final evaluation firmware.
PRLX is responsible to reimburse the actual costs of the construction of up to12 Evaluation units developed to ensure the delivery of up to 10 functional Evaluation units up to a maximum of $12,000. Each evaluation unit is estimated to cost $1,000. PRLX will inform Supplier of the exact number of evaluation units to be built within 30 days of the Effective Date.
PRLX understands that timely performance of its Responsibilities is crucial to the timely completion of the Work Order.
|
Total
|
$35,000.00
|
II.Ownership of Work Product:
All schematics, layouts, bills of materials, assembly instructions, component models and device firmware created as a result of this Agreement (“Work Product”) shall be considered work made by Supplier for hire to PRLX and shall belong exclusively to PRLX and its designees. Upon receipt of full and complete payment of all milestones Supplier will deliver to PRLX all Work Product.
III.No Patent Protection:
Supplier does not covenant, warrant or indemnify PRLX against infringement by the Work Product of any patent, now existing or pending. Supplier is not responsible for intellectual property analysis. Supplier will not knowingly include, define or require the infringement of any known intellectual property rights of any third parties without prior written approval from PRLX. PRLX is solely responsible for the use of the Work Product.
|
|
|
1.
|
Services. Supplier will perform the services set forth on Exhibit A, or as amended by mutual written agreement. It is agreed and understood that the nature and manner of services provided hereunder shall be within Supplier’s area of professional expertise and/or historical experience.
|
(a)
|
Direction. Supplier shall be directed by Michael Redmond or his successor.
|
|
(b)
|
Start Date. Supplier's obligations to PRLX shall begin on July 1 2011.
|
|
(c)
|
Term. This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with Section 15, shall continue up to the time that the last milestone on Exhibit A is successfully completed (the "Term"). The Term can be automatically extended in three month increments upon mutual agreement by the Parties. Any extension shall be in writing.
|
2.
|
Method of Performance. The Supplier shall determine the method, details, and means of performing and fulfilling his or her duties hereunder.
|
3.
|
Other Employment. The PRLX acknowledges and agrees that Supplier may assume other commitments, and has ongoing or intends to obtain engagements outside of Supplier's work for PRLX during the Term ("Other Engagements"); provided that Supplier fully complies with the confidentiality obligations contained in Section 9. Supplier shall reasonably notify PRLX of any Other Engagements, which may pose a conflict of interest, it being understood that such notice shall allow PRLX sufficient basis to proceed in accordance with Section 15(b)(2), below.
|
4.
|
Status as Independent Contractor; Nature of Relationship. It is agreed and understood that the Supplier is an independent contractor and will not act as an agent nor shall he or she be deemed an employee of Supplier for the purposes of any employee benefit programs, income tax withholding, FICA taxes, unemployment benefits, and worker’s compensation insurance, or otherwise. Supplier shall not enter into any agreement or incur any obligations on PRLX’s behalf, or commit PRLX in any manner without PRLX’s prior written consent.
|
5.
|
Resources. Supplier shall provide such tools and facilities as Supplier may deem necessary in the performance of Supplier's duties hereunder. Upon Supplier's reasonable request, the PRLX shall provide such incidental resources to Supplier as the PRLX in its discretion believes may be warranted.
|
6.
|
Compensation. It is agreed and understood, that subject to the Term and performance and under Section 1, the Supplier shall be paid as set forth in Exhibit A. Supplier shall be solely responsible for and agrees that he or she will in a timely fashion pay all federal, state and other taxes on the amounts set forth in this Section.
|
7.
|
Expenses. All expenses are included in the pricing outlined in Exhibit A.
|
8.
|
Compliance with all Laws. Supplier agrees that in the course of providing his services to the PRLX, he or she will not engage in any practice or commit any acts in violation of any federal, state or local law or ordinance.
|
9.
|
Non-Disclosure Obligations.
|
(a)
|
Definition of "Information." “Information” shall mean materials, data, or information in any form, whether written, oral, digital, or otherwise, provided by or obtained from PRLX, PRLX's agents, or PRLX's contractors in connection with the Supplier's engagement by PRLX. Technical or business information of a third person furnished or disclosed to the Supplier under this Agreement shall constitute Information of PRLX unless otherwise specifically indicated in writing.
|
|
(b)
|
Confidential Information. For purposes of this Agreement, the term "Confidential Information" shall mean Information regarding PRLX's business including, but not limited to, Information regarding diagnostic and medical device products, processing and manufacturing capabilities, copyrighted or patentable subject matter, research, development, innovations, inventions, designs, technology, improvements, trade secrets, business affairs and finances, customers, employees, operations, facilities, consumer markets, products, capacities, systems, procedures, security practices, data formats, and business methodologies.
|
|
(c)
|
Supplier's Obligations. All Confidential Information relating to or obtained from PRLX by the Supplier shall be maintained in confidence by the Supplier, and the Supplier shall use best efforts to protect and safeguard the Confidential Information.
|
|
(d)
|
Use of Confidential Information. Without PRLX's prior written approval, the Supplier: (a) shall not use Confidential Information directly or indirectly for any purpose except in connection with the services the Supplier performs on behalf of PRLX; and (b) shall not disclose, sell, assign, transfer, share or lease Confidential Information of PRLX, or make such Confidential Information available to, or make it available for the use or benefit of, any third party.
|
(e)
|
Exceptions to Confidentiality Obligations. The obligations of this Agreement shall not apply to Confidential Information which the Supplier shall demonstrate, by clear and convincing evidence:
|
1.
|
is or becomes publicly available (other than through unauthorized disclosure under this Agreement);
|
|
2.
|
is already known by the Supplier without an obligation of confidentiality prior to the disclosure thereof by PRLX, as evidenced by the Supplier's written records, maintained in the ordinary course, existing before the first date of Supplier's engagement with PRLX; or
|
|
3.
|
is rightfully received by the Supplier from a third party free of any obligation of confidentiality.
|
10.
|
Former Engagement Information. The Supplier shall not, during the Supplier's engagement with the PRLX, improperly use or disclose any proprietary information or trade secrets of any former employer, hiring party, or other person or entity with which the Supplier has an agreement or duty to keep in confidence, if any, and shall not bring onto the premises of the PRLX any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person, hiring party, or entity.
|
11.
|
Court or Agency Order. In the event the Supplier receives a subpoena or order of a court or administrative body requesting disclosure of PRLX’s Confidential Information, the Supplier agrees (a) that, as promptly as possible after learning of such disclosure obligation and before making such disclosure, the Supplier shall notify PRLX of such obligation to make such disclosure, to allow PRLX an opportunity to object to such disclosure or to obtain a protective order or other appropriate relief; (b) that the Supplier shall provide such cooperation and assistance, at PRLX's expense, as PRLX may reasonably request in any effort by PRLX to obtain such relief; and (c) that the Supplier shall take all appropriate steps to limit the amount and scope of Confidential Information so disclosed and to protect its confidentiality.
|
12.
|
Non-Solicitation. The Supplier agrees not to solicit or encourage employees of Supplier to work for a Competitor during the Term, and for a period of one year after expiration of the Term. "Competitor" means any person or organization, including the Supplier him or herself, engaged in, or about to become engaged in, research on or the acquisition, development, production, distribution, marketing or providing of a Competing Product. "Competing Product" means any product, process, or service of any person or organization other than the PRLX, in existence or under development, which both (A) is identical to, substantially the same as, or an adequate substitute for any product, process, or service of the PRLX, in existence or under development, on which the Supplier works during the Term or about which the Supplier acquires Confidential Information, and (B) is (or could reasonably be anticipated to be) marketed or distributed in such a manner and in such a geographic area as to actually compete with such product, process or service of the PRLX.
|
13.
|
Inventions. For purposes of this Agreement, the term "Inventions" shall mean any and all inventions, original works of authorship, developments, concepts, improvements, or trade secrets (whether or not patentable or registrable under copyright or similar laws) which relate to the business of the PRLX and which the Supplier either (i) solely or jointly conceives, develops, or reduces to practice during PRLX time, at the PRLX's direction, or using PRLX equipment or resources; or (ii) solely or jointly conceives, develops, or reduces to practice based on PRLX Confidential Information. The Supplier will promptly make full written disclosure of Inventions to the PRLX and will hold such Inventions in trust for the sole right and benefit of the PRLX. The Supplier hereby assigns to the PRLX all the Supplier's right, title and interest in and to Inventions. Without limiting the foregoing, the Supplier further acknowledges that all Inventions (x) which are original works of authorship; (y) which are made by the Supplier (solely or jointly with others) within the scope of the Supplier's engagement hereunder; and (z) which are protectable by copyright, shall be deemed, to the extent applicable, “works made for hire,” as that term is defined in the United States Copyright Act. It is agreed and understood that Supplier inventions, original works of authorship, developments, concepts, improvements, or trade secrets (whether or not patentable or registrable under copyright or similar laws) which do not qualify as "Inventions" hereunder shall not be subject to this Section 13.
|
14.
|
Patent and Copyright Registration. The Supplier agrees to assist the PRLX, or its designee, at the PRLX’s expense, in every reasonable way to secure the PRLX’s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the PRLX of all pertinent information and data with respect thereto and the execution of all applications, specifications, oaths, assignments and all other instruments which the PRLX shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the PRLX, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.
|
15.
|
Termination. This Agreement may be terminated without liability as follows:
|
(a)
|
For Cause. If either Party is in material breach, the non-breaching party may terminate this Agreement upon providing the breaching party (a) with written notice, specifying the breach, and (b) with a ten (10) day opportunity to cure, commencing upon the effective date of such notice.
|
|
(b)
|
For Convenience. Either Party may terminate this agreement upon fifteen (15) days notice.
|
16.
|
Survival. The following provisions shall survive the expiration or termination of this Agreement: Sections the applicable part of 6 (success fee) 9, 11, 12, 14, and 17.
|
17.
|
Return of Property. Supplier expressly agrees that upon completion of his or her consulting services under this Agreement, or at any time prior to that time upon request of the PRLX, Supplier will return to the PRLX all property of the PRLX obtained or received by Supplier during the Term of this Agreement including, but not limited to, any and all files, computers, computer equipment, software, diskettes or other storage media, documents, papers, records, notes, agenda, memoranda, plans, calendars and other books and records of any kind and nature whatsoever containing information concerning the PRLX or its customers or operations.
|
18.
|
No Oral Modification. This Agreement may not be changed orally, and no modification, amendment, or waiver of any provision contained in this Agreement, or any future representation, promise, or condition in connection with the subject matter of this Agreement shall be binding upon any party hereto, unless made in writing and signed by such party.
|
19.
|
Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes any and all previous agreements of any kind whatsoever between them, whether written or oral, and all prior and contemporaneous discussions and negotiations have been and are merged and integrated into, and are superseded by, this Agreement. This is an integrated document.
|
20.
|
Severability. In the event that any provision of this Agreement or the application thereof should be held to be void, voidable, unlawful or, for any reason, unenforceable, the remaining portion and application shall remain in full force and effect, and to that end the provisions of this Agreement are declared to be severable.
|
21.
|
Governing Law. This Agreement is made and entered into, and shall be subject to, governed by, and interpreted in accordance with the laws of the Commonwealth of Massachusetts and shall be fully enforceable in the courts of that state, without regard to principles of conflict of laws. The Parties (i) agree that any suit, action or other legal proceeding arising out of this Agreement may be brought in the United States District Court for the District of Massachusetts, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Suffolk County, Massachusetts; (ii) consent to the jurisdiction of any such court; and (iii) waive any objection which they may have to the laying of venue in any such court. The Parties also consent to the service of process, pleadings, notices or other papers by regular mail, addressed to the party to be served, postage prepaid, and registered or certified with return receipt requested.
|
22.
|
Notices. All notices, requests, consents, approvals and other communications required or permitted under this Agreement ("Notices") shall be in writing and shall be delivered to the addresses listed above, by mail, by hand, or by facsimile transmission, unless otherwise provided in this Agreement. Such Notices shall be effective (i) if sent by mail, three business days after mailing; (ii) if sent by hand, on the date of delivery; and (iii) if sent by facsimile, on the date indicated on the facsimile confirmation. Any party may change its address or facsimile number for notification purposes by giving all of the individuals and entities noted above notice, in accordance with the notice provisions set forth in this Section, of the new address or facsimile number and the date upon which it will become effective.
|
23.
|
No Assignment. Neither this Agreement nor any portion hereof is assignable.
|
24.
|
Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the effect of a signed original.
|
Parallax Diagnostics Ltd.
|
||
By:
|
/s/ Michael Redmond
|
|
Name: Michael Redmond
|
||
Title: CEO
|
||
Myers Stevens Group, Inc.
|
||
By:
|
/s/ Victor Parker
|
|
Name: Victor Parker
|
||
Title: President
|
Parallax Diagnostics-Huntington Chase
|
Confidential
|
|
Consulting Agreement
|
1.
|
Engagement of Consultant; Services to be Performed.
|
1.1.
|
The Company hereby retains Consultant to render such consulting and advisory services as the Company may request. Consultant hereby accepts such engagement and agrees to perform such services for the Company upon the terms and conditions set forth in this Agreement.
|
|
1.2.
|
During the Term (as defined in Section 2), Consultant shall devote such time, attention, skill and energy to the business of the Company as may be reasonably required to perform the services required by this Agreement up to a maximum time commitment of 160 hours in any calendar month, and shall assume and perform to the best of his ability such reasonable responsibilities and duties as the Company shall assign to Consultant from time to time.
|
|
1.3.
|
Consultant shall perform the services hereunder from time to time at the Company’s principal office but he shall, at the Company’s expense, also be required to render the services at such other locations as the Company may specify from time to time.
|
|
1.4.
|
In rendering services hereunder, Consultant shall be acting as an independent contractor and not as a employee or agent of the Company. As an independent contractor, Consultant shall have no authority, express or implied, to commit or obligate the Company in any manner whatsoever, except as specifically authorized from time to time in writing by an authorized representative of the Company, which authorization may be general or specific. Nothing contained in this Agreement shall be construed or applied to create a partnership. Consultant shall be responsible for the payment of all federal, state, provincial or local taxes payable with respect to all amounts paid to Consultant under this Agreement; provided, however, that if the Company is determined to be liable for collection and/or remittance of any such taxes, Consultant shall immediately reimburse the Company for all such payments made by the Company.
|
Parallax Diagnostics-Huntington Chase
|
Confidential
|
|
Consulting Agreement
|
3.
|
Compensation.
|
3.1
|
Compensation:
|
a)
|
Cash: As compensation for Consultant’s services hereunder, the Company shall pay to Consultant a consulting fee of fifteen thousand ($12,500) dollars per month.
|
|
b)
|
Stock: The Company and Consultant will work in “good faith to develop a stock incentive plan for Consultant
|
4.
|
Termination By the Company.
|
4.1
|
For Cause. Company will have the right to immediately terminate Consultant's services and this Agreement for cause. "Cause" means: any material breach of this Agreement by Consultant, including, without limitation, breach of Consultant’s covenants in Sections 6 and 7; any failure to perform assigned job responsibilities that continues unremedied for a period of ten (10) days after written notice to Consultant by Company; conviction of a felony or failure to contest prosecution for a felony; violation of any statute, rule or regulation, any of which in the judgment of Company is harmful to the business of the Company or to Company’s reputation; unethical practices; dishonesty; disloyalty; or any reason that would constitute cause under the laws of Nevada. Upon termination of Consultant's engagement hereunder for cause or upon the death or disability of Consultant, Consultant will have no rights to any unvested benefits or any other compensation or payments after the termination date or the last day of the month in which Consultant’s death or disability occurred.
|
|
For purposes of this Agreement, “disability” means the incapacity or inability of Consultant, whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of Company and confirmed in writing by such doctor, to perform the essential functions of Consultant’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Company will be required) for an aggregate of ninety (90) days during any period of one hundred eighty (180) consecutive days.
|
||
4.2
|
Without Cause. Company may terminate Consultant's engagement under this Agreement without cause and without advance notice; provided, however, that Company will continue to pay, as severance pay, Consultant’s Base Salary at the rate in effect on the termination date for a period of six (6) months; provided, further, that Company will be entitled to offset any severance pay otherwise payable to Consultant by the amount of any compensation or consulting fees being paid to Consultant by another party while severance pay would otherwise be payable. Such payments will be at usual and customary pay intervals of Company and will be subject to all appropriate deductions and withholdings.
|
Parallax Diagnostics-Huntington Chase
|
Confidential
|
|
Consulting Agreement
|
4.3
|
Termination By Consultant. Consultant may terminate Consultant’s engagement under this Agreement for any reason provided that Consultant gives Company at least thirty (30) days’ notice in writing. Company may, at its option, accelerate such termination date to any date at least two weeks after Consultant’s notice of termination. Company may, at its option, relieve Consultant of all duties and authority after notice of termination has been provided. All compensation, payments will cease on the termination date.
|
4.
|
Expenses. In addition to the payment of consulting fees set forth above, the Company shall reimburse Consultant all actual out-of-pocket costs for long-distance telephone services, facsimile transmissions, photocopying, courier services and postage, and all reasonable travel, lodging and per diem expenses, that he shall incur in connection with the rendering of Consultant’s services; provided that the Company shall have no obligation to reimburse any of such expenses except upon provision by Consultant of adequate documentation thereof in such form as the Company shall reasonably request; and provided further, that the Company shall have no such obligation in respect of any travel, lodging or per diem expenses unless the travel to which such expenses relate shall have been authorized in advance by the Company.
|
5.
|
Protection of Trade Secrets, Know-How and/or Other Confidential Information of the Company.
|
5.1
|
Confidential Information. Except as permitted or directed by the Company, during the Term or at any time thereafter Consultant shall not divulge, furnish or make accessible to anyone or use in any way (other than in the ordinary course of the business of the Company) any confidential or secret knowledge or information of the Company that Consultant has acquired or become acquainted with or will acquire or become acquainted with during the Term or during engagement by the Company prior to the Term, whether developed by Consultant or by others, concerning any trade secrets, confidential or secret designs, processes, formulae, products or future products, plans, devices or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Company, any customer or supplier lists of the Company, any confidential or secret development or research work of the Company, or any other confidential information or secret aspects of the business of the Company. Consultant acknowledges that the above-described knowledge or information constitutes a unique and valuable asset of the Company acquired at great time and expense by the Company and its predecessors, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company. Both during and after the Term, Consultant will refrain from any acts or omissions that would reduce the value of such knowledge or information to the Company. The foregoing obligations of confidentiality, however, shall not apply to any knowledge or information which is now published or which subsequently becomes generally publicly known in the form in which it was obtained from the Company, other than as a direct or indirect result of the breach of this Agreement by Consultant.
|
|
5.2
|
Know-How and Trade Secrets. All know-how and trade secret information conceived or originated by Consultant which arises out of the performance of the services hereunder or any related material or information shall be the property of the Company, and all rights therein are hereby assigned to the Company.
|
Parallax Diagnostics-Huntington Chase
|
Confidential
|
|
Consulting Agreement
|
6.2.
|
Return of Records. Upon termination of this Agreement, Consultant shall deliver to the Company all property that is in his possession and that is the Company’s property or relates to the Company’s business, including, but not limited to records, notes, data, memoranda, software, electronic information, models, equipment, and any copies of the same.
|
6.
|
Miscellaneous.
|
6.1.
|
Entire Agreement. This Agreement (including any exhibits, schedules and other documents referred to herein) contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements or representations, written or oral, relating to the subject matter hereof.
|
|
6.2.
|
Counterparts. This Agreement may be executed in separate counterparts, each of which will be an original and all of which taken together shall constitute one and the same agreement, and any party hereto may execute this Agreement by signing any such counterpart.
|
|
6.3.
|
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule, the validity, legality and enforceability of the other provision of this Agreement will not be affected or impaired thereby.
|
|
6.4.
|
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives and, to the extent permitted by subsection (e), successors and assigns.
|
|
6.5.
|
Assignment. This Agreement and the rights and obligations of the parties hereunder shall not be assignable, in whole or in part, by either party without the prior written consent of the other party.
|
|
6.6.
|
Modification, Amendment, Waiver or Termination. No provision of this Agreement may be modified, amended, waived or terminated except by an instrument in writing signed by the parties to this Agreement. No course of dealing between the parties will modify, amend, waive or terminate any provision of this Agreement or any rights or obligations of any party under or by reason of this Agreement.
|
|
6.7.
|
Notices. All notices, consents, requests, instructions, approvals or other communications provided for herein shall be in writing and delivered by personal delivery, overnight courier, mail, electronic facsimile or e-mail addressed to the receiving party at the address set forth herein. All such communications shall be effective when received.
|
Parallax Diagnostics-Huntington Chase
|
Confidential
|
|
Consulting Agreement
|
Any party may change the address set forth above by notice to each other party given as provided herein.
|
To: |
Huntington Chase Financial Group, LLC
|
Edward W. Withrow III
|
||
1327 Ocean Avenue Suite M
|
||
Santa Monica, CA 90401
|
||
To:
|
Parallax Diagnostics, Inc.
|
|
J. Michael Redmond
|
||
2 Canal Park, 5th Floor
|
||
Cambridge, MA 02124
|
6.8.
|
Headings. The headings and any table of contents contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
|
|
6.9.
|
Governing Law. ALL MATTERS RELATING TO THE INTERPRETATION, CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PROVISIONS THEREOF.
|
|
6.10.
|
Third-Party Benefit. Nothing in this Agreement, express or implied, is intended to confer upon any other person any rights, remedies, obligations or liabilities of any nature whatsoever.
|
|
6.11.
|
No Waiver. No delay on the part of the Company in exercising any right hereunder shall operate as a waiver of such right. No waiver, express or implied, by the Company of any right or any breach by Consultant shall constitute a waiver of any other right or breach by Consultant.
|
|
6.12.
|
Jurisdiction and Venue. THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR STATE COURT SITTING IN CALIFORNIA, AND EACH PARTY CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUM IS NOT CONVENIENT. IF ANY PARTY COMMENCES ANY ACTION UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT IN ANOTHER JURISDICTION OR VENUE, ANY OTHER PARTY TO THIS AGREEMENT SHALL HAVE THE OPTION OF TRANSFERRING THE CASE TO THE ABOVE-DESCRIBED VENUE OR JURISDICTION OR, IF SUCH TRANSFER CANNOT BE ACCOMPLISHED, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.
|
|
6.13.
|
Remedies. The parties agree that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may, in its discretion, apply to any court of law or equity of competent jurisdiction for specific performance and injunctive relief in order to enforce or prevent any violations this Agreement, and any party against whom such proceeding is brought hereby waives the claim or defense that such party has an adequate remedy at law and agrees not to raise the defense that the other party has an adequate remedy at law.
|
Parallax Diagnostics-Huntington Chase
|
Confidential
|
|
Consulting Agreement
|
Parallax Diagnostics, Inc.
|
||
By:
|
/s/ J. Michael Redmond
|
|
J. Michael Redmond
|
||
Its: Chief Executive Officer
|
||
Huntington Chase Financial Group, LLC
|
||
By:
|
/s/ Edward W. Withrow III
|
|
J. Michael Redmond
|
||
Its: Managing Member
|
Parallax Diagnostics-Huntington Chase
|
Confidential
|
|
Consulting Agreement
|
1.
|
Advise on strategic business opportunities;
|
a.
|
Review potential strategic opportunities
|
|
b.
|
Review and consult on valuations
|
|
c.
|
Review and advise management of market potential of opportunity of targeted business opportunities.
|
2.
|
Advise on capitalization matters and financings;
|
a.
|
Perform or review due diligence on capital sources
|
|
b.
|
Introduce Company to potential strategic partners.
|
|
c.
|
Develop capitalization materials and interface with the financial community
|
3.
|
Advise on Marketing related matters;
|
a.
|
Interface with outside marketing vendors.
|
Greg Suess, an Individual
|
Parallax Diagnostics, Ltd.
|
|||
By:
|
/s/ Greg Suess
|
By:
|
Edward W Withrow III
|
|
Greg Suess
|
Edward W Withrow III-Chairman |
Confidential Convertible Preferred Stock Purchase Agreement
|
Parallax Diagnostics, Inc
|
1.
|
PURCHASE AND SALE: Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated herby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller Parallax Diagnostic, Inc. Preferred stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation’s stock shall be duly endorsed for transfer of accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement (“Closing”), shall be held at 1327 Ocean Ave, Suite M Santa Monica CA 90401, on June 24, 2011 at 10:00 AM PST, or such other place, date and time as the parties hereto may otherwise agree.
|
|
2.
|
The check issuance instructions are set forth below as follows;
|
|
Parallax Diagnostics, Inc.
In Care of: J. Michael Redmond
2 Canal Park, 5th Floor
Cambridge, MA 02141
|
3.
|
Information for payment via bank wire;
|
Bank Name:
Branch:
Account Name:
Account Number:
Routing Number:
|
Bank of America
1301 4th Street
Santa Monica, CA 90401
Parallax Diagnostics, Inc.
02184-22996
122000661
|
3.
|
The address of Purchaser where the Shareholder is to send the Parallax Diagnostics, Inc share certificate is outlined below:
|
|
Hamburg Investment Company, LLC
3194 Quarry Road
Manchester, NJ 08759
|
Confidential Convertible Preferred Stock Purchase Agreement
|
Parallax Diagnostics, Inc
|
4.
|
AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration for the stock purchase is fully set out below:
|
Purchase one hundred thousand (“100,000”) shares of preferred stock priced at $1.00 per share for one hundred thousand (“USD $100,000”) dollars.
|
5.
|
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represent:
|
|
a.
|
Organization and Standing. Parallax Diagnostics, Inc is a corporation duly organized under the laws of the State of Nevada and has the corporate power and authority to carry on its business as it is now being conducted.
|
6.
|
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.
|
|
Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder’s fee, or other like payment in connection with the transactions contemplated hereby.
|
7.
|
GENERAL PROVISIONS
|
a.
|
Entire Agreement. This agreement (including the exhibits hereto and any written agreements hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
|
|
b.
|
Section and Other Heading. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
|
|
c.
|
Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of California. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Los Angeles County, State of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
|
Confidential Convertible Preferred Stock Purchase Agreement
|
Parallax Diagnostics, Inc
|
By:
|
/s/ J. Michael Redmond
|
06/17/2011
|
||
J. Michael Redmond
|
Date
|
|||
President
|
||||
Parallax Diagnostics, Inc
|
By:
|
/s/ Jorn Gorlach
|
06/17/2011
|
||
Jorn Gorlach
|
Date
|
|||
Managing Member
|
||||
Hamburg Investment Company, LLC
|
Confidential Convertible Preferred Stock Purchase Agreement
|
Parallax Diagnostics, Inc
|
Confidential Convertible Preferred Stock Purchase Agreement | Parallax Diagnostics, Inc |
1.
|
PURCHASE AND SALE: Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated herby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller Parallax Diagnostic, Inc. Preferred stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation’s stock shall be duly endorsed for transfer of accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement (“Closing”), shall be held at 1327 Ocean Ave, Suite M Santa Monica CA 90401, on June 17, 2011 at 10:00 AM PST, or such other place, date and time as the parties hereto may otherwise agree.
|
|
2.
|
The check issuance instructions are set forth below as follows;
|
|
Parallax Diagnostics, Inc.
|
||
In Care of: J. Michael Redmond
|
||
2 Canal Park, 5th Floor
|
||
Cambridge, MA 02141
|
||
3.
|
Information for payment via bank wire;
|
Bank Name:
|
Bank of America
|
||
Branch:
|
1301 4th Street
|
||
Santa Monica, CA 90401
|
|||
Account Name:
|
Parallax Diagnostics, Inc.
|
||
Account Number:
|
02184-22996
|
||
Routing Number:
|
122000661
|
3.
|
The address of Purchaser where the Shareholder is to send the Parallax Diagnostics, Inc share certificate is outlined below:
|
|
Huntington Chase Financial Group, LLC
|
||
2341 Tuna Canyon Road
|
||
Topanga, CA 90290
|
||
4.
|
AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration for the stock purchase is fully set out below:
|
|
Purchase one hundred thousand (“100,000”) shares of preferred stock priced at $1.00 per share for one hundred thousand (“USD $100,000”) dollars.
|
Confidential Convertible Preferred Stock Purchase Agreement | Parallax Diagnostics, Inc |
5.
|
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represent:
|
a.
|
Organization and Standing. Parallax Diagnostics, Inc is a corporation duly organized under the laws of the State of Nevada and has the corporate power and authority to carry on its business as it is now being conducted.
|
6.
|
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.
|
|
Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder’s fee, or other like payment in connection with the transactions contemplated hereby.
|
||
7.
|
GENERAL PROVISIONS
|
a.
|
Entire Agreement. This agreement (including the exhibits hereto and any written agreements hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
|
|
b.
|
Section and Other Heading. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
|
|
c.
|
Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of California. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Los Angeles County, State of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
|
Confidential Convertible Preferred Stock Purchase Agreement | Parallax Diagnostics, Inc |
By:
|
/s/ J. Michael Redmond
|
06/17/2011
|
||
J. Michael Redmond
|
Date
|
|||
President
|
||||
Parallax Diagnostics, Inc
|
By:
|
/s/ Edward W. Withrow III
|
06/17/2011
|
||
Edward W. Withrow III
|
Date
|
|||
Managing Member
|
||||
Huntington Chase Financial Group, LLC
|
Confidential Convertible Preferred Stock Purchase Agreement | Parallax Diagnostics, Inc |
Confidential Convertible Preferred Stock Purchase Agreement | Parallax Diagnostics, Inc |
1.
|
PURCHASE AND SALE: Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated herby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing such stock, and the Purchaser shall purchase from the Seller Parallax Diagnostic, Inc. Preferred stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation’s stock shall be duly endorsed for transfer of accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement (“Closing”), shall be held at 1327 Ocean Ave, Suite M Santa Monica CA 90401, on September 30, 2011 at 10:00 AM PST, or such other place, date and time as the parties hereto may otherwise agree.
|
|
2.
|
The check issuance instructions are set forth below as follows;
|
|
Parallax Diagnostics, Inc.
|
||
In Care of: J. Michael Redmond
|
||
2 Canal Park, 5th Floor
|
||
Cambridge, MA 02141
|
||
3.
|
Information for payment via bank wire;
|
Bank Name:
|
Bank of America
|
||
Branch:
|
1301 4th Street
|
||
Santa Monica, CA 90401
|
|||
Account Name:
|
Parallax Diagnostics, Inc.
|
||
Account Number:
|
02184-22996
|
||
Routing Number:
|
122000661
|
3.
|
The address of Purchaser where the Shareholder is to send the Parallax Diagnostics, Inc share certificate is outlined below:
|
|
Huntington Chase Financial Group, LLC
|
||
2341 Tuna Canyon Road
|
||
Topanga, CA 90290
|
||
4.
|
AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration for the stock purchase is fully set out below:
|
|
Purchase ten thousand (10,000) shares of preferred stock priced at $10.00 per share for one hundred thousand ($100,000) dollars.
|
Confidential Convertible Preferred Stock Purchase Agreement | Parallax Diagnostics, Inc |
5.
|
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represent:
|
a.
|
Organization and Standing. Parallax Diagnostics, Inc is a corporation duly organized under the laws of the State of Nevada and has the corporate power and authority to carry on its business as it is now being conducted.
|
6.
|
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.
|
|
Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder’s fee, or other like payment in connection with the transactions contemplated hereby.
|
||
7.
|
GENERAL PROVISIONS
|
a.
|
Entire Agreement. This agreement (including the exhibits hereto and any written agreements hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
|
|
b.
|
Section and Other Heading. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
|
|
c.
|
Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of California. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Los Angeles County, State of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
|
Confidential Convertible Preferred Stock Purchase Agreement | Parallax Diagnostics, Inc |
By:
|
/s/ J. Michael Redmond
|
09/30/2011
|
||
J. Michael Redmond
|
Date
|
|||
President
|
||||
Parallax Diagnostics, Inc
|
By:
|
/s/ Edward W. Withrow III
|
09/30/2011
|
||
Edward W. Withrow III
|
Date
|
|||
Managing Member
|
||||
Huntington Chase Financial Group, LLC
|
Confidential Convertible Preferred Stock Purchase Agreement | Parallax Diagnostics, Inc |
Price to Investors (1)
|
Placement Fees’ Fees (2)
|
Proceeds to
Company (3)
|
|
Per Unit
|
$ 100,000
|
$ 10,000
|
$ 90,000
|
Maximum Offering (4)
|
$2,000,000
|
$200,000
|
$1,800,000
|
Contact: Joseph Vigliarolo
|
||
July 1, 2012
|
Tel: 310.536.0500
|
2
|
|||
6
|
|||
10
|
|||
12
|
|||
13
|
|||
14
|
|||
23
|
|||
23
|
|||
27
|
|||
42
|
|||
42
|
|||
43
|
|||
53
|
|||
58
|
|||
FORWARD LOOKING STATEMENTS |
Statements included in this Private Placement Memorandum that do not relate to present or historical conditions are "forward-looking statements" within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 (the "1995 Reform Act"). Additional oral or written forward-looking statements may be made by us from time to time and such statements may be included in documents other than this Memorandum that are filed with the SEC. Such forward-looking statements involve risks and uncertainties that could cause results or outcomes to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this Memorandum and elsewhere may include, without limitation, statements relating to our plans, strategies, objectives, expectations, intentions and adequacy of resources and are intended to be made pursuant to the Safe Harbor provisions of the 1995 Reform Act.
|
·
|
US2006051348: Method of Producing a Plurality of Isolated Antibodies
|
|
·
|
US2006052948: Method of Producing Drugs, Targeting Moieties or Diagnostics
|
|
·
|
US 11/856,925: Method for Determining the Immune State of a Subject
|
|
·
|
US 11/924,033: Portable Apparatus for Improved Sample Analysis *
|
|
* US 11/924,033 is currently also applied for under PCT in ALL countries
|
·
|
Knowledge of one’s HIV status is the gateway to care and treatment for HIV/AIDS, and it is also potentially a critical prevention measure.
|
|
·
|
It is now generally recognized in the international community that there is a need to significantly increase the level of access to robust, high-quality diagnostics in resource-limited settings in order to facilitate early detection and treatment of HIV/AIDS.
|
|
·
|
Testing in connection with HIV infection begins with the initial diagnosis of the disease. Following a positive diagnosis, recommended testing includes CD4/CD8 testing for staging and monitoring the progress of the disease before initiation onto ART, and viral load testing for monitoring patients after initiation onto treatment.
|
|
·
|
The current method of counting CD4 involves flow cytometry; a process where a big expensive ($35 – 100K+) machine shoots a laser at a thin stream of fluid containing cells and counts them. It works, it’s accurate, but it’s expensive and most people in the developing world don’t have access to such machines.
|
|
·
|
There are currently a handful of platforms that account for virtually the entire market share for CD4 testing in resource-limited settings. These are lab-based platforms from BD Biosciences, a division of Becton Dickinson (BD), Beckman Coulter (Coulter), Millipore (formerly Guava and now a division of Merck), Partec and Apogee. In the developing world, BD and Coulter have the largest CD4 testing market share.
|
|
·
|
Once an adult is diagnosed as HIV positive, CD4 testing is used together with clinical staging to determine whether the patient is eligible for treatment. This is because after a primary HIV infection, the virus directly attacks CD4 T lymphocyte cells (which effectively coordinate the body’s immune response) and begins to destroy them while at the same time using them as host cells for replication.
|
·
|
In HIV-infected adults, the measure of an individual’s CD4 T lymphocytes, or absolute CD4 count, is the most robust surrogate marker for immune competence. Clinicians therefore seek to routinely test CD4 and CD8 counts in order to monitor disease progression and to determine when an individual should be initiated on Antiretroviral therapy.
|
|
·
|
Once an adult is diagnosed as HIV positive, CD4/8 testing is used together with clinical staging to determine whether the patient is eligible for treatment. This is because after a primary HIV infection, the virus directly attacks CD4 T lymphocyte cells (which effectively coordinate the body’s immune response) and begins to destroy them while at the same time using them as host cells for replication.
|
|
·
|
Immune Status Economics:
|
o
|
United States
|
§
|
Reimbursement in US: $94-96/test
|
|
§
|
Sell price from PRLX to end user: $40/test
|
|
§
|
Manufacturer Cost/test: >$1.50/test
|
|
§
|
1.4 mil people with HIV – CD4 test quarterly
|
o
|
Developing Countries
|
§
|
$8.00-$10.00 sell price to end user
|
|
§
|
$>1.50 manufacturer cost per test
|
|
§
|
Over 30 mil people with HIV
|
Test
|
FDA 510K Cleared #
|
||
·
|
Rubella-Cube
|
TMK892051
|
|
·
|
Cmv-Cube
|
TMK884842
|
|
·
|
Blue Dot Test for Pregnancy
|
K884017
|
|
·
|
First Sign (Pregnancy, Hcg)
|
K973208
|
|
·
|
V-Trend Target Im Test (infect mononucleosis)
|
K890041
|
|
·
|
Target Strep A (Streptococcus Spp.)
|
K8800460
|
|
·
|
Target Aso Test
|
K910073
|
|
·
|
Target Hcg
|
K914303
|
|
·
|
Target Quantitative Hog One Step
|
K903937
|
|
·
|
V-Trend Target Rf Test
|
K904105
|
|
·
|
Target Quantitative Hcg
|
K890131
|
|
·
|
Target Reader
|
K885254
|
·
|
For Clinics and Physicians who have sufficient test volumes per month, Parallax will provide the Parallax reader and software at a nominal cost.
|
·
|
The physician will pay for single use test cartridges.
|
·
|
In the US, Parallax will create a Medical Advisory Board with highly visible and respected physicians in the Infectious disease market. These physicians will act on behalf of Parallax by conducting clinical trials, writing White Papers and speaking at industry conferences on our behalf.
|
·
|
Parallax is developing the CD4/CD8 product to meet the criteria established by the World Health Organization (WHO). Once the product meets the WHO requirements we will actively seek to gain additional endorsements from other NGO’s such as The Gates Foundation and the United Nations. Having the backing of these organizations will not only be significant in the African market but will provide credibility in the US market as well.
|
·
|
In the US it is likely that Parallax will partner with a larger industry player in order to leverage their sales and marketing power. However, due to the urban concentration of HIV and infectious diseases it might be feasible to form our own sales force and augment it with a national distributor. These two options will be vetted a decided over the early course of product development.
|
·
|
Senior Management Team and Board Secured, Cambridge, MA Office secured
|
|
·
|
Retained Public Auditor & Securities Counsel
|
|
·
|
Executed a successful Reverse Merger and became a fully reporting company
|
|
·
|
Acquired Intellectual Property License to Patent Portfolio
|
|
·
|
Acquired Assignment to 12 FDA Cleared 510K Tests
|
|
·
|
Signed Agreement with Corder Engineering to update Parallax Desktop Analyzer.
|
|
·
|
Signed Agreement with Myers Stevens Group, Inc. manufacture proprietary Test Cartridge.
|
|
·
|
Developed HIV 1&2 Protocol for Clinical Trial
|
|
·
|
CD4-CD8 Test Development Plan Completed with Budget/Timelines
|
|
·
|
Mobile Reader Development Plan Completed with Budget/Timelines
|
|
·
|
Signed NDA with Affinity Labs of Boston MA and negotiated a CD4-8 Antigen Development Agreement.
|
|
·
|
Signed NDA with Proven Process Inc., of Mansfield, MA and negotiated a Handheld Mobile Analyzer Development Agreement.
|
|
·
|
November 2012 Company receives operational version of the updated Parallax Desktop Analyzer.
|
|
·
|
November 2012 Company receives the first updated Parallax Target Cartridge with a CRP Qualitative Test.
|
|
·
|
Negotiated a Testing and Validation Agreement with the University of Maryland Medical Center Pathology Department to test and validate Parallax’s Rapid CD4-8 Test. As of 2-1-2012 Agreement is in final draft with the Legal Department at the University of Maryland.
|
|
·
|
Met with the Director of Diagnostics at the William and Melinda Gates Foundation and were requested to return with early validation data on the CD4/CD8 assay.
|
|
·
|
Retained Monarch Capital Advisors, LLC as our Investment Banker and Market Maker.
|
|
·
|
Drafted the Company’s 15c211 Filing to be filed with FINRA in order to obtain Trading Symbol
|
Offering Size
|
Maximum 20 Convertible Preferred Stock Units ($2,000,000)
|
|
Description of Securities
|
Securities Offered: 20 Convertible Preferred Stock Units of $100,000 each, representing a total sum of $2,000,000. Each Convertible Preferred Stock Unit consists of Ten Thousand (10,000) shares of the Company’s Preferred Stock and two hundred thousand (200,000) Warrants to purchase Common stock. The Company has 400,000,000 shares of Common Stock, par value $0.001 and 100,000,000 Preferred authorized.
|
|
Offering Price
|
$100,000 per Convertible Preferred Stock Unit. Minimum of 1 unit.
|
|
Common Shares Outstanding October 1, 2011 (1):
|
Approximately 28,000,000
|
Market Price of Common Shares
|
The Company is fully reporting but not currently publicly listed; therefore shares are not currently traded on any public market.
|
|
Nature of Offering
|
The Offering is being made on a “best efforts” basis, $2,000,000 Maximum Offering. The Offering is being made to “Accredited Investors,” as defined in Regulation D under the Securities Act. Officers, directors, employees and affiliates of us may also make purchases. We may accept or reject subscriptions in our discretion.
Each subscriber for Convertible Preferred Stock Units shall deliver a wire transfer or tender a check to the Company’s bank account at Bank of America at 1301 4th Street Santa Monica, CA 90401 in the amount of the investment subscribed for.
|
|
Eligible Investors
|
The Convertible Preferred Stock Units offered hereby shall be offered only to a limited number of “Accredited Investors,” as defined in Rule 501 (a) of Regulation D under the Securities Act. Investors will be required to make certain representations with respect to their status and business experience and to represent, among other things, that they have received a copy of this Memorandum, understand the terms of this Offering and are accredited investors as required under the investor suitability standards. We may accept or reject subscriptions in our discretion. See "Terms of the Offering – Investor Suitability Standards."
|
Use of Proceeds
|
The maximum net proceeds to us from the sale of all of the Convertible Preferred Stock Units offered hereby are estimated to be $1,800,000 if the Maximum Offering is sold. Parallax is raising $2 million in exchange for 12.5%% ownership in the company to produce a working prototype/production model of the hand-held mobile reader and a novel CD4-8 immune status test within eighteen (18) months.
|
|
Risk Factors
|
The securities offered hereby involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. Before investing in the Convertible Preferred Stock Units, prospective investors should carefully consider the information set forth under the heading “Risk Factors” in this Memorandum.
|
|
Registration Rights
|
We have agreed to include Piggyback Registration Rights for the shares that comprise the Common Stock that underlies the Convertible Preferred shares and Common Stock Warrants.
|
|
Pending registration, the common shares comprising underlying the Convertible Preferred Stock Units (“Unit Shares”) and Common Stock Warrants (“Warrants”) shall be restricted securities under the federal securities laws and applicable state securities laws and, therefore, may only be transferred pursuant to the registration requirements of federal and state securities laws or pursuant to an exemption from such registration requirements. The Unit Shares will bear a restrictive legend stating these resale restrictions. Holders will be required to furnish a legal opinion satisfactory to us before offering, reselling, pledging or transferring such securities except pursuant to an effective registration statement under the Securities Act of 1933.
|
•
|
raise sufficient capital in the public and/or private markets;
|
|
•
|
have access to a line of credit in the institutional lending marketplace for the expansion of our business;
|
|
•
|
respond effectively to competitive pressures; or
|
|
•
|
recruit and build a management team to accomplish our business plan.
|
•
|
Suitable acquisitions or investments may not be found or consummated on terms that are satisfactory to us;
|
|
•
|
We may be unable to successfully integrate an acquired company’s personnel, assets, management systems and technology into our business;
|
|
•
|
Acquisitions may require substantial expense and management time and could disrupt our business;
|
|
•
|
An acquisition and subsequent integration activities may require greater capital resources than originally anticipated at the time of acquisition;
|
|
•
|
An acquisition may result in the incurrence of unexpected expenses, the dilution of our earnings or our existing stockholders’ percentage ownership, or potential losses from undiscovered liabilities not covered by an indemnification from the seller(s) of the acquired business;
|
•
|
An acquisition may result in the loss of existing key personnel or customers or the loss of the acquired company’s key personnel or customers;
|
|
•
|
The benefits to be derived from an acquisition could be affected by other factors, such as regulatory developments, general economic conditions and increased competition; and
|
|
•
|
An acquisition of a foreign business may involve additional risks, including not being able to successfully assimilate differences in foreign business practices or overcome language barriers.
|
•
|
that a broker or dealer approve a person’s account for transactions in penny stocks; and
|
|
•
|
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
|
•
|
obtain financial information and investment experience objectives of the person; and
|
|
|
||
•
|
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
|
$2,000,000 Capitalization
|
|
$1,800,000 (Net 10% Fee/ Expense)
|
|
$500,000
|
Development and production of prototype:
|
· 100 Hand Held Analyzers
|
|
$50,000
|
Modification and update of Desktop Analyzer:
|
· Desk top Analyzer Unit Production Ready
|
|
$500,000
|
Working Capital:
|
· Salaries, legal, accounting, audit
|
|
$150,000
|
Marketing:
· Public Relations, Marketing, Investor Relations, Conferences
|
$600,000
|
Assay Development
· Feasibility, Assay Prototype, Assay Optimization
|
·
|
US2006051348: Method of Producing a Plurality of Isolated Antibodies
|
|
·
|
US2006052948: Method of Producing Drugs, Targeting Moieties or Diagnostics
|
|
·
|
US 11/856,925: Method for Determining the Immune State of a Subject
|
|
·
|
US 11/924,033: Portable Apparatus for Improved Sample Analysis *
|
|
* US 11/924,033 is currently also applied for under PCT in ALL countries |
1.
|
Multiple light source system providing: Variable Light Wave Analysis into the Infra-Red Spectrum. The higher the spectrum of light means the smaller the analyte that may be identified. It also allows for very specific test development, without having to develop a new analyzer to read the results.
|
|
2.
|
Field upgrades made through memory chip (SIMMs) or Flash memory stick allows for easy tracking of tests performed (HIPPA compliant, anonymous test results for tests performed per analyzer).
|
|
3.
|
The same Analyzer is used for all Target System Tests providing for training personnel once and consistent test reading results for either Qualitative or Quantitative Testing.
|
|
4.
|
When hooked to a printer our Reader can give printed results for any Target System Test, Qualitative or Quantitative, when required.
|
|
5.
|
Low entry cost for new test development and analysis do to multiple Target Test platform uses. Development only includes algorithm (software for quantitative reading) and substance tested for.
|
a)
|
Achieve a portable monitoring system, which is compatible with proven and reliable ELISA-based target system technology proprietary to Parallax in its licensed market.
|
|
b)
|
Expand readout capabilities to provide a mobile testing and monitoring platform.
|
|
c)
|
Increase the economy of scale and scope of the diagnostics and monitoring platform by the development of additional utility of the device without redundant infrastructure investments (additional data acquisition of patients, additional tests for other, predominant diseases).
|
1.
|
High Infrared Light Spectrum: Multiple light source system providing: Variable Light Wave Analysis into the Infra-Red Spectrum. This diversity in light source and detection allows for the simultaneous identification and diagnosis of a broader spectrum of different targets within the same sample and assay. It also allows for very specific test development, without having to develop a new analyzer to read the results.
|
|
2.
|
Easy Field Upgrades: Field software upgrades made through memory chip (SIMM) or Flash memory stick allows for easy tracking of tests performed (HIPPA compliant, anonymous test results for tests performed per analyzer).
|
|
3.
|
No Change of Equipment: The same Analyzer is used for all Target System Tests (example: Cardiac Panel) and can be used on all future tests, this provides for training personnel once and consistent test reading results on an easy to read LCD screen.
|
|
4.
|
Printer Hook-up Capability: When hooked to a printer, our Reader can give printed results for any Target System Test, Qualitative when written results must be stored with original test for HIPPA and other compliance issues or Quantitative viral load or measured amount analysis must be printed and maintained in the patient chart folder.
|
|
5.
|
Low Entry Cost for New Test Development and Analysis: Due to multiple Target Test platform uses, development only includes algorithm (software for quantitative reading) developed against certified lab samples of variable quantity of substance or viral load to be tested. A new analyzer does not have to be developed for different samples types (blood, serum, plasma, urine, soil or human skin).
|
|
6.
|
Safety, Security and Accuracy by design: For all tests, our bar code activation system identifies the test to be analyzed, allowing only those medical personal that possess that test to be aware that it is available. Without the specific Target System Test Cartridge read by the bar code reader, the Analyzer will not calibrate to that Test. This precludes mistakes by the user or erroneous results by the reader.
|
1.
|
Qualitative
|
|
2.
|
Quantitative
|
|
3.
|
Specialized
|
a)
|
Trichomoniasis
|
|
b)
|
Chlamydia
|
|
c)
|
Gonorrhea
|
|
d)
|
Genital herpes (herpes simplex virus of JSV)
|
|
e)
|
Genital warts (human papilloma virus or HPV)
|
|
f)
|
Hepatitis B
|
|
g)
|
H. pylori
|
|
h)
|
Human immunodeficiency virus (HIV)
|
|
i)
|
Lyme Disease
|
|
j)
|
Rocky Mountain Spotted Fever
|
|
k)
|
West Nile
|
|
l)
|
Asian Bird Flu
|
1.
|
Track all CDC, FDA, WHO, relevant reports of medical diagnostic requirements. Provide analysis of whether the test should be Specialized, Quantitative or Qualitative.
|
|
2.
|
Determine human capital requirements: project management, outsourcing needed political needs (if any) and social needs (affiliations with association or non-profit groups).
|
|
3.
|
Determine the market size and utilization of device needed to address identified diagnostic needs.
|
|
4.
|
Determine from source venders what antibodies and antigens are available to use in our device with minimal regulatory and manufacturing hurdles.
|
|
5.
|
Perform cost analysis of device manufacture, to include: regulatory application time estimates, clinical requirements, third party and vendor involvement for regulatory support.
|
|
6.
|
Identify and prepare pre-market distributor (government or commercial) analysis for market penetration timetable and/or government contract fulfillment.
|
|
7.
|
Identify new partnership resources if necessary for specialty devices.
|
|
8.
|
On all Quantitative Devices we will determine the Biohazard level at which we are to perform our algorithm development. For highly contagious diseases, we will outsource our complete process to a certified lab.
|
|
9.
|
In the development of standard quantitative test we will determine through the protocol process: how many tests must be performed for an I.R.B. for both the algorithm development (quantitative controls for each test process) and the accuracy of the variable light analysis.
|
|
10.
|
All new quantitative tests will be videotaped during algorithm development (light source verification and reflectivity of known sample), and equivalency testing (where we compare ours to another like kind device).
|
|
11.
|
All software developed for our tests, that are not modifications of existing source code, will be previewed via written outline to the FDA.
|
·
|
AIDS
|
|
·
|
Avian Influenza
|
|
·
|
Influenza
|
|
·
|
Swine Flu
|
|
·
|
Malaria
|
|
·
|
Plague
|
|
·
|
Rift Valley fever
|
|
·
|
SARS
|
|
·
|
Smallpox
|
|
·
|
Yellow Fever
|
|
·
|
TB
|
a)
|
Development of an AIDS testing system, which is compatible with proven, and reliable ELISA based target system technology.
|
|
b)
|
Expansion of the capabilities of our handheld device to provide a mobile testing platform.
|
|
c)
|
Increase the economy of the diagnostics platform by the development of additional utility of the device without redundant infrastructure investments (additional data acquisition of patients, additional tests for other, predominant diseases).
|
|
d)
|
Acceptance of the testing system as well as the platform within the medical community of African, Asian, and other countries with mounting problems in the field of HIV and other infectious diseases.
|
(1)
|
Cordiali Fei et al Cytometry 22:70-74 1995
|
|
(2)
|
Paxton et al Clinical and Diagnostic Lab Immunology, Jan 1995 p104-114.
|
|
(3)
|
Shapiro et al The Lancet Vol. 63 Jan 10th 2004
|
·
|
Systems Requirements Document
|
|
·
|
Preliminary Assay Specification
|
|
·
|
Preliminary Specification for Handheld Reader
|
|
·
|
Definitive Agreements executed with Development Partners
|
Timelines
|
Months |
|
|
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18
|
|
System specs
|
|
Contract partners
|
|
Handheld alpha prototype
|
|
Handheld reader development
|
|
Assay prototype
|
|
Assay development
|
|
System integration
|
|
System verification
|
|
Assay/Reader pilots
|
|
Clinical trials
|
|
FDA 510k submission
|
x |
•
|
Rapid turnaround time
|
|
•
|
Low volume preferably whole-blood sample
|
|
•
|
Direct application of a non-critical volume or placement of sample directly into instrument
|
|
•
|
Disposable device or minimal maintenance required
|
|
•
|
Minimal technical expertise required
|
|
•
|
Positive identification and specimen tracking strategy that eliminates specimen identification errors
|
|
•
|
Simple "goof proof" strategy for recording collection time and result reporting
|
|
•
|
Simple strategy for calibration and QC
|
|
•
|
Transferability of data to the LIS or HIS
|
|
•
|
Agreement of result with accepted "Gold Standard" tests
|
|
•
|
Affordable cost
|
·
|
Results: Approximately 1 hour or less
|
|
·
|
Specimen Types: Urine, saliva, serum, plasma, or whole blood
|
|
·
|
Sensitivity: Generally lower than flow through and lateral flow tests
|
|
·
|
Advantages: Same patient can be tested for multiple parameters with a single assay
|
·
|
Advantages: Low individual test cost, semi-quantitative results, and relatively short time to obtain results.
|
|
·
|
Disadvantages: Results can vary as the test reaction depends upon careful control of the test reagents and environmental conditions.
|
|
·
|
Sensitivity: Lower than flow through or lateral flow tests.
|
·
|
Acceptability: Rapid tests need to be acceptable to policymakers, clinicians, and patients. Tests need to have sufficient sensitivity and specificity and need to have an adequate predictive value. Ease-of-use is critical for point-of-care use by clinicians. Culturally appropriate specimens and credible results are important if rapid tests are to be accepted by patients.
|
·
|
Affordability: Many rapid diagnostic tests are more expensive than the tests or syndromic algorithms they are intended to replace. Decreasing per-test costs, carefully designing diagnostic algorithms, and educating end users about the cost-savings of more efficient use of therapeutic drugs are important means of maximizing rapid test affordability.
|
|
·
|
Availability: Rapid diagnostic tests are not always available in developing countries. Most tests have limited shelf lives, and many countries have weak public and private sector procurement and distribution systems. The consistency and quality of imported tests can also be issues. To address these constraints, local government regulations, quality assurance, shelf life testing, and distribution systems all need to be assessed and improved. We will initially control all of the manufacturing of our Target System test cartridges and Desk Top Analyzer and Hand-Held Analyzer in conjunction with Montecito. We also plan to develop and utilize our patented antibody development process in order to produce and deliver antibody test markers to our spin-off companies. We will also develop relationships with antibody test marker producers to accelerate the delivery of new tests to our spin-off companies. We will look to identify, negotiate and acquire markers from third-party producers. In this case, we will test and approve the antibody test marker to be used in our Target System.
|
US2006051348
|
Method of Producing a Plurality of Isolated Antibodies
|
US2006052948
|
Method of Producing Drugs, Targeting Moieties or Diagnostics
|
US 11/856,925
|
Method for Determining the Immune State of a Subject
|
US 11/924,033*
|
Portable Apparatus for Improved Sample Analysis
|
510(k) approvals
|
Covering existing tests and desk top reader
|
Device Name
|
510(k) Number
|
Rubella-Cube TM
|
K892051
|
Cmv-Cube TM
|
K884842
|
Blue Dot Test for Pregnancy
|
K884017
|
First Sign (Pregnancy, Hcg)
|
K973208
|
V-Trend Target Im Test (infect mononucleosis)
|
K890041
|
Target Strep A (Streptococcus Spp.)
|
K8800460
|
Target Aso Test
|
K910073
|
Target Hcg
|
K914303
|
Target Quantitative Hog One Step
|
K903937
|
V-Trend Target Rf Test
|
K904105
|
Target Quantitative Hcg
|
K890131
|
Target Reader
|
K885254
|
·
|
diagnoses, cures, lessens, treats, or prevents disease
|
|
·
|
affects the function or structure of the body
|
|
·
|
does not achieve primary intended purposes through chemical action
|
·
|
defined a medical device,
|
|
·
|
established three device classes (I, II, and III),
|
|
·
|
identified pathways to market,
|
|
·
|
established Advisory Panels, and
|
|
·
|
set clinical investigation requirements.
|
Legislation
|
Significance
|
|
Safe Medical Devices Act of 1990
|
• |
established Quality System requirements
|
• | supported post market surveillance | |
• | allowed FDA discretion for PMAs brought to panel | |
• | supported for early collaboration, expanded Class I and Class II exemptions | |
• | set the "least burdensome provision"* | |
• |
supported dispute resolution
|
|
FDA Modernization Act of 1997
|
• |
established evaluation of automatic Class III designation (giving the sponsor the opportunity to request lower classification due to a minimal risk device, known as "de novo" review)
|
• | mandated free and open participation by all interested persons | |
Medical Device User Fee and
Modernization Act (MDUFMA) of 2002 |
• |
established a fee schedule for most types of device submissions to achieve shorter review times
|
• | requires FDA to include pediatric experts on the panel for a product intended for pediatric use | |
FDA Modernization Act of 2007
|
• |
reauthorized and expanded MDUFMA
|
1.
|
Investigational Device Exemptions (IDE)
|
|
2.
|
Premarket Notification (510(k))
|
|
3.
|
Premarket Approval Application (PMA)
|
|
4.
|
Humanitarian Device Exemption (HDE)
|
1.
|
was legally marketed prior to May 28, 1976 ("preamendments device"), for which a PMA is not required, or
|
|
2.
|
was reclassified from Class III to Class II or Class I, or
|
|
3.
|
was found SE through the 510(k) process.
|
510(k) Submissions | PMA Submissions | |||
• |
primarily for Class II devices
|
• |
primarily for Class III devices
|
|
• | a Class I or II preamendment or legally marketed device (predicate) exists | • | a Class I or II preamendment or legally marketed device (predicate) does not exist | |
• | third party review option is available for devices not requiring clinical data | • | device is life supporting and/or has potential risk to patient | |
• | documented proof of Substantial Equivalence to a predicate is required | • | documented safety and effectiveness data for the device is required |
·
|
longer-term performance of the device (for example, effects of re-treatments and product changes)
|
|
·
|
community performance (clinicians and patients
|
|
·
|
effectiveness of training programs
|
|
·
|
sub-group performance
|
|
·
|
outcomes of concern – real and potential
|
Name
|
Age
|
Position
|
J. Michael Redmond
|
50
|
CEO, President, Director
|
Norman A. Kunin
|
73
|
CFO
|
Mike Contarino
|
55
|
Vice President of Systems Development
|
Dr. Roger Morris
|
58
|
Chief Science Officer
|
Edward W. Withrow III
|
47
|
Director
|
Dr. Jorn Gorlach
|
50
|
Director
|
E. William Withrow Jr.
|
73
|
Director
|
Anand Kumar
|
68
|
Director
|
David Engert
|
58
|
Director
|
US2006051348
|
Method of Producing a Plurality of Isolated Antibodies
|
US2006052948
|
Method of Producing Drugs, Targeting Moieties or Diagnostics
|
US 11/856,925
|
Method for Determining the Immune State of a Subject
|
US 11/924,033*
|
Portable Apparatus for Improved Sample Analysis
|
510(k) approvals
|
Covering existing tests and desk top reader
|
Device Name
|
510(k) Number
|
Rubella-Cube TM
|
K892051
|
Cmv-Cube TM
|
K884842
|
Blue Dot Test for Pregnancy
|
K884017
|
First Sign (Pregnancy, Hcg)
|
K973208
|
V-Trend Target Im Test (infect mononucleosis)
|
K890041
|
Target Strep A (Streptococcus Spp.)
|
K8800460
|
Target Aso Test
|
K910073
|
Target Hcg
|
K914303
|
Target Quantitative Hog One Step
|
K903937
|
V-Trend Target Rf Test
|
K904105
|
Target Quantitative Hcg
|
K890131
|
Target Reader
|
K885254
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
Earnings
($)
|
Non-
Qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
J. Michael Redmond,
|
2010
|
25001
|
—
|
125 (1)
|
137,500 (2)
|
—
|
—
|
—
|
162,626
|
CEO, President and Director |
2009
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(1)
|
Pursuant to that certain Employment Agreement entered into on November 15, 2010 between Mr. Redman and Roth Kline, Inc. (n/k/a Parallax), Mr. Redmond was afforded the opportunity to purchase 125,000 shares of the company’s common stock at par value. In December of 2010, Mr. Redmond elected to purchase all of these shares. The dollar amount listed in the table above reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
|
|
(2)
|
On October 31, 2010, pursuant to its Employee Stock Option Plan, Roth Kline, Inc. (n/k/a Parallax) granted 1,375,000 options of common stock to its CEO, President, and Director, Mr. J. Michael Redmond, at an exercise price of $0.10 per share. The dollar amount listed in the table above reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
|
Option Awards
|
||||||||||||||||||
NAME
|
Number of Securities Underlying Unexercised Options
Exercisable (#)
|
Number of Securities Underlying Unexercised Options
Unexercisable
(#)
|
Equity Incentive Plans Award: Number of Securities Unexercisable Unearned Options
(#)
|
Exercise
Price
($)
|
Expiration
Date
|
|||||||||||||
J. Michael Redmond
|
343,750
|
1,031,250
|
0
|
.10
|
10/31/2020
|
|||||||||||||
Dr. Roger Morris
|
25,000
|
125,000
|
0
|
.25
|
5/30/2012
|
|||||||||||||
Michael Contarino
|
25,000
|
125,000
|
0
|
.25
|
5/30/2012
|
|||||||||||||
Dr. David Stark
|
12,500
|
62,500
|
0
|
.25
|
7/10/2012
|
|||||||||||||
Ricky Richardson
|
0
|
150,000
|
0
|
.25
|
8/1/2012
|
|||||||||||||
Norman Kunin
|
0
|
50,000
|
0
|
.25
|
8/1/2012
|
•
|
review and recommend the compensation arrangements for management, including the compensation for our chief executive officer;
|
||
•
|
establish and review general compensation policies with the objective of attracting and retaining superior talent, rewarding individual performance and achieving our financial goals;
|
•
|
review at least annually our policy regarding the frequency and schedule for equity awards to employee and directors and make recommendations to the board of directors of such changes as the Compensation Committee deems appropriate; and
|
||
•
|
annually review the compensation of directors and submit any recommendations for changes thereto to the board of directors.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Name and Address
|
Amount and Nature of
Beneficial Ownership
|
Percentage of Class
|
||
Montecito Bio Sciences, Ltd.
1327 Ocean Avenue, Suite M
Santa Monica, California 90401
|
21,000,000
|
75%
|
||
J. Michael Redmond (1)
10 Canterbury Rd.
Windham, New Hampshire 03087
|
125,000
|
0.4%
|
||
All officers, directors, and beneficial owners as a group
|
21,125,000
|
75.4%
|
(1)
|
The person listed is an officer and/or director of the Company
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
29/-%
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