Delaware
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3841
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71-0960725
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(State or Other Jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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Incorporation or Organization)
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Classification Code Number)
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Identification No.)
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Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
Proposed
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Proposed
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|||||||||||||||
Maximum
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Maximum
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Amount of
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||||||||||||||
Title of Each Class of
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Amount To Be
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Offering Price
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Aggregate
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Registration
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Securities To Be Registered
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Registered1
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Per Share2
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Offering Price
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Fee
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||||||||||||
Selling Security Holders Issued Common Stock, $0.0004 par value per share
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1,534,8163 | $ | 1.00 | $ | 1,534,816 | $ | 178.19 | |||||||||
Common Stock, $0.0004 par value per share
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5,000,0004 | $ | 1.00 | $ | 5,000,000 | $ | 580.50 | |||||||||
Underlying Shares for Convertible Preferred Stock, $0.0005 par value per share
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2,380,7495 | $ | 1.00 | $ | 2,380,749 | $ | 276.40 | |||||||||
Total Registration Fee
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8,915,565 | $ | 1.00 | $ | 8,915,565 | $ | 1,035.10 |
SEC Registration Fee(1)
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$ | 1,035.10 | ||
Transfer Agent Fees
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$ | 4,500.00 | ||
Legal, Accounting, and Professional Fees and Expenses
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$ | 100,000.00 | ||
Miscellaneous
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$ | 24,500.00 | ||
Total
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$ | 130,035.10 |
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indemnify officers and directors against certain liabilities that may arise because of their status as officers or directors;
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advance expenses, as incurred, to officers and directors in connection with a legal proceeding, subject to limited exceptions; or
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obtain directors’ and officers’ insurance.
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a)
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During 2006, we sold 25,000 shares of common stock for proceeds of $50,000.
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b)
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During March 2006, we sold 2,325,000 shares of Series A Preferred at a price of $1.00 per share for total cash proceeds of $2,325,000.
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c)
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In February 2006, we issued 25,000 shares of Series A Preferred to a service provider for service performed in lieu of cash payment. These shares were valued at $25,000 using the original issue price of the Series A Preferred which is management’s best estimate of fair value.
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d)
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During 2006, we issued 24,979 shares of Series A Preferred in lieu of cash payment for premiums on its capital leases. These shares were valued at $60,924 using the fair value of the shares on the date of issuance. The value of these shares has been recorded as a discount to the capital lease obligation and has been amortized into interest expense over the term of the related lease.
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e)
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During 2006, we issued options valued at $29,155 for compensation.
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f)
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During 2006, we issued warrants valued at $47,007 for services.
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g)
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During the period April 2007 through November 2007, we sold a total of 635,000 shares of common stock to 27 purchasers at $2.50 per share for total cash proceeds of $1,587,500 in a series of transactions related to a private placement of common stock.
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h)
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During the period April 2007 through July 2007, we issued 20,000 shares of Common Stock for legal services valued at $50,000 based on the fair value of the Common Stock on the dates of issuance.
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i)
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During October 2007, we issued 59,250 shares for stock options exercised for cash proceeds of $24,068.
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j)
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During February and March 2007, we issued a total of 5,758 shares of Series A convertible Preferred Stock in lieu of cash payments for premiums on our capital leases. These shares were valued at $17,554 using the fair value of the shares on the dates of issuance.
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k)
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During the period January 2007 through October 2007, we issued warrants to purchase a total of 270,000 shares of common stock for services, valued at $356,461 in total, as follows:
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·
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During January 2007, we issued warrants to purchase 100,000 shares of common stock with an aggregate exercise price of $0.82 per share in return for consulting services. These warrants were valued at $37,179 using the fair value of the underlying shares on the date of issuance.
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·
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During August 2007, we issued warrants to purchase 50,000 shares of common stock with an aggregate exercise price of $2.00 per share in connection with a property lease agreement. These warrants were valued at $57,434 using the fair value of the underlying shares on the date of issuance.
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·
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During October 2007, we issued warrants to purchase 120,000 shares of common stock with an aggregate exercise price of $0.01 per share in return for consulting services. These warrants were valued at $299,027 using the fair value of the underlying shares on the date of issuance.
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l)
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During 2007, we issued options to purchase 187,300 shares of common stock with an aggregate exercise price of $0.92 per share to employees under the 2004 Stock Option Plan. These options were valued at $172,248 using the fair value of the underlying shares on the date of issuance. Net of forfeitures, the value was $146,356.
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m)
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During April 2008, we issued 120,000 shares for warrants exercised for proceeds of $1,200.
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n)
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During June 2008, we issued 35,000 shares for stock options exercised for proceeds of $8,750.
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o)
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During February 2008 and March 2008, we sold a total of 40,000 shares of common stock to 4 purchasers at $2.50 per share for total cash proceeds of $100,000 in a series of transactions related to a private placement of common stock commenced in April 2007.
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p)
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During the period September 2008 through December 2008, we sold a total of 237,000 shares of common stock to 10 purchasers for total cash proceeds of $218,000 in a series of transactions related to a private placement of common stock. Of these 237,000 common shares sold, 20,500 are converted from 16,803 shares of convertible preferred stock we received pursuant to a settlement agreement reached with a former legal services provider.
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q)
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During September 2008, we received the return of 25,000 shares of our Series A convertible preferred stock pursuant to a settlement agreement reached with a former legal services provider.
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r)
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During September 2008, we issued 8,197 shares of our Series A convertible preferred stock for $25,000 in cash to one purchaser.
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s)
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During the period April 2008 through December 2008, we issued penny warrants to purchase a total of 637,485 shares of common stock in connection with financing, valued at $631,683 in total, as follows:
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·
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During April 2008, we issued warrants to purchase 350,000 shares of common stock with an aggregate exercise price of $0.01 per share in connection with a subordinated convertible promissory note. These warrants were valued at $346,786 using the fair value of the underlying shares on the date of issuance.
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·
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During September 2008, we issued warrants to purchase 7,000 shares of common stock with an aggregate exercise price of $0.01 per share in connection with a loan. These warrants were valued at $6,940 using the fair value of the underlying shares on the date of issuance.
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·
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During December 2008, we issued warrants to purchase 280,485 shares of common stock with an aggregate exercise price of $0.01 per share in connection with a subordinated convertible promissory note and a senior convertible promissory note. These warrants were valued at $277,957 using the fair value of the underlying shares on the date of issuance.
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t)
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During November 2008, we issued warrants to purchase 25,000 shares of common stock with an aggregate exercise price of $1.00 per share in connection with corporate social responsibility programs. These warrants were valued at $10,959 using the fair value of the underlying shares on the date of issuance.
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u)
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During 2008 we issued options to purchase a total of 66,539 shares of common stock with an aggregate grant date fair value of $1.37 per share to employees and non-employees under the 2004 Stock Option Plan for employment and services. Net of cancellations and forfeitures for the period, these options were valued at $89,957 in total using the fair value of the underlying shares on the dates of issuance.
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v)
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During the period May 2008 through December 2008, we issued warrants to purchase a total of 115,500 shares of common stock for services, valued at 143,687 in total, as follows:
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·
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During May 2008, we issued warrants to purchase 8,000 shares of common stock with an aggregate exercise price of $0.01 per share in connection with financial advisory services. These warrants were valued at $19,931 using the fair value of the underlying shares on the date of issuance.
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·
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During November 2008, we issued warrants to purchase 100,000 shares of common stock with an aggregate exercise price of $0.01 per share in connection with consulting services related to our GSA contract. These warrants were valued at $99,098 using the fair value of the underlying shares on the date of issuance.
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·
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During December 2008, we issued warrants to purchase 7,500 shares of common stock with an aggregate exercise price of $1.00 per share in connection with rent expense. These warrants were valued at $3,327 using the fair value of the underlying shares on the date of issuance.
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w)
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During the period January through April 2009, we sold a total of 117,500 shares of common stock to four purchasers for total cash proceeds of $117,500 in a series of transactions related to a private placement of common stock.
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x)
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During December 2009, we issued 125,000 shares for warrants exercised for proceeds of $1,250.
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y)
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During the period June through December 2009, we issued warrants to purchase a total of 200,998 shares of common stock with an aggregate exercise price of $1.25 per share in connection with financing. These warrants were valued at $125,719 in total using the fair values of the underlying shares on the date of issuance.
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z)
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During June 2009, we issued warrants to purchase 125,000 shares, net of cancellations, of common stock with an aggregate exercise price of $0.01 per share for services related to investor relations and consulting related to our direct public Offering. These warrants were valued at $123,909 in total using the fair values of the underlying shares on the date of issuance.
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aa)
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During December 2009, we issued warrants to purchase 167,750 shares of common stock with an aggregate exercise price of $0.01 per share in connection with rent expense. These warrants were valued at a total of $161,677 using the fair values of the underlying shares on the dates of issuance.
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bb)
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During 2009, we issued options to purchase a total of 343,003 shares of common stock with an aggregate grant date fair value of $0.663 per share to employees and non-employees under the 2004 Stock Option Plan for employment and services. Net of cancellations and forfeitures for the period, these options were valued at $133,604 in total using the fair value of the underlying shares on the dates of issuance.
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cc)
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During 2009, we issued warrants to purchase a total of 624,166 shares of common stock for services, valued at $441,592 in total, as follows:
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·
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During February 2009, we issued warrants to purchase 10,000 shares of common stock with an aggregate purchase price of $1.00 per share for media advisory services. These warrants were valued at a total of $4,343 using the fair value of the underlying shares on the date of issuance.
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·
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During March 2009, we issued warrants to purchase 7,500 shares of common stock with an aggregate purchase price of $0.01 per share for sales advisory assistance. These warrants were valued at a total of $7,431 using the fair values of the underlying shares on the dates of issuance.
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·
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During March 2009, we issued warrants to purchase 283,333 shares of common stock with an aggregate purchase price of $0.30 per share for distribution and channel development assistance. These warrants were valued at a total of $214,727 using the fair values of the underlying shares on the dates of issuance.
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·
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During March 2009, we issued warrants to purchase 83,333 shares of common stock with an aggregate purchase price of $0.30 per share for commercialization strategy and advisory assistance. These warrants were valued at a total of $63,124 using the fair values of the underlying shares on the dates of issuance.
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·
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During April 2009 through June 2009, we issued warrants to purchase a total of 240,000 shares of common stock with an aggregate purchase price of $0.657 per share for assistance and services related to the drafting and preparation of our registration documents. These warrants were valued at a total of $151,967 using the fair values of the underlying shares on the dates of issuance.
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dd)
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During 2009, we received $167,750 in cash in connection with the issuance of warrants.
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ee)
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During January 2010, we issued options to purchase a total of 180,000 shares of common stock with an aggregate grant date fair value of $0.80 per share to an employee under the 2004 Stock Option Plan. These options were valued at $140,141 in total using the fair value of the underlying shares on the dates of issuance. Of this amount, we recognized expenses of $106,169 during 2010.
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ff)
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During the period January through December 2010, we issued warrants to purchase a total of 100,997 shares of common stock with an aggregate exercise price of $0.01 per share. These warrants were valued at $100,239 in total using the fair values of the underlying shares on the date of issuance.
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gg)
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In March 2010 we issued warrants to purchase 270,000 shares of common stock with an aggregate exercise price of $2.50 per share in connection with a license agreement and distribution agreement. These warrants were valued at a total of $70,267 using the fair values of the underlying shares on the date of issuance.
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hh)
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During December 2010, we issued warrants to purchase 143,465 shares of common stock with an aggregate exercise price of $0.01 per share in connection with rent expense. These warrants were valued at a total of $142,167 using the fair values of the underlying shares on the date of issuance.
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ii)
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During January 2011, we issued warrants to purchase 100,000 shares of common stock with an aggregate exercise price of $0.82 per share in connection with consulting services. These warrants were valued at a total of $32,023 using the fair values of the underlying shares on the date of issuance.
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jj)
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During January 2011, we issued options to purchase a total of 180,000 shares of common stock with an aggregate grant date fair value of $0.78 per share to an employee under the 2004 Stock Option Plan. These options were valued at $139,745 in total using the fair value of the underlying shares on the dates of issuance. Of this amount, we recognized expenses of $29,732 the three months ended March 31, 2011.
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kk)
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During the quarter ended March 31, 2011, we issued 15,000 shares of common stock for options exercised for proceeds of $12,300.
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ll)
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During March 2011, we issued warrants to purchase 65,000 shares of common stock with an aggregate exercise price of $0.01 in connection with rent expense. These warrants were valued at a total of $64,414 using the fair values of the underlying shares on the date of issuance.
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mm)
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During May 2011, we issued options to purchase a total of 100,000 shares of common stock with an aggregate grant date fair value of $1.00 per share to an employee under the 2004 Stock Option Plan. These options were valued at $21,101 in total using the fair value of the underlying shares on the date of issuance.
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nn)
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During the period January through June 2011, we issued warrants to purchase a total of 150,684 shares of common stock with an aggregate exercise price of $0.01 per share in connection with financing. These warrants were valued at $149,313 in total using the fair values of the underlying shares on the dates of issuance.
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Exhibit No.
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Description
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3.1
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Articles of Incorporation, dated January 14, 2004 *
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3.2
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Amendment to Articles of Incorporation, dated August 16, 2004*
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3.3
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Amendment to Articles of Incorporation, dated April 7, 2009*
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3.4
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Amendment to Articles of Incorporation, dated May 19, 2009*
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3.5
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Amended and Restated Articles of Incorporation, dated July 7, 2009 *
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3.6
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Bylaws, dated January 15, 2004*
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3.7
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Second Amended Certificate of Designations Series A Convertible Preferred Stock*
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4.1
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Form of Warrant, dated December 2008*
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4.2
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Form of Subscription Agreement for Preferred Stock (March 2005)*
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4.5
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Form of Voting Stock Agreement (February 1, 2004)*
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5.1
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Opinion of Oswald & Yap LLP †
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10.1
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Initial Employment Agreement with Julian T. Ross, dated January 15, 2004 (As Amended July 19, 2004)*
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10.1.1
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Amendment to Initial Employment Agreement with Julian T. Ross, dated August 30, 2008*
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10.1.2
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Second Employment Agreement with Julian T. Ross, dated January 15, 2009*
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10.1.3
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Amendment to Second Employment Agreement with Julian T. Ross, dated January 15, 2009*
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10.1.4
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Second Amendment to Second Employment Agreement with Julian T. Ross, dated January 15, 2009*
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10.1.5
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As amended Second Employment Agreement with Julian T. Ross, dated January 15, 2009*
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10.1.6
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Third Amendment to Second Employment Agreement with Julian T. Ross, dated January 15, 2010*
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10.1.7
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As amended Second Employment Agreement with Julian T. Ross, dated January 15, 2010*
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10.2
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Freeman Base Employment Agreement with Scott Freeman, dated September 6, 2005*
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10.2.1
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Freeman Base Employment Agreement First Amendment dated August 31, 2008*
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10.2.2
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Freeman Base Employment Agreement Second Amendment dated January 15, 2009*
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10.2.3
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As amended Freeman Base Employment Agreement dated January 15, 2009*
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10.3
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Frisco Economic Development Corporation Performance Agreement, dated April 3, 2007*
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10.3.1
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Frisco Economic Development Corporation Promissory Note, dated April 3, 2007*
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10.3.2 |
Amended and Restated Performance Agreement with the Frisco Economic Development Corporation, dated March 22, 2011*
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10.3.3 |
Renewed and Extended Promissory Note with the Frisco Economic Development Corporation, dated March 22, 2011*
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10.4
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5-Year Lease Agreement with Sinacola Commercial Properties, Limited. dated March 6, 2007*
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10.4.1
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First Amendment to the 5-Year Lease Agreement with Sinacola Commercial Properties, Limited, dated August 24, 2007*
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10.4.2
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Second Amendment to the 5-Year Lease Agreement with Sinacola Commercial Properties, Limited, dated November 24, 2008*
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10.4.3 |
Sinacola Commercial Properties, Ltd. Letter Agreement, dated March 23, 2011*
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10.5
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First Note extended to Agave Resources, LLC, dated April 15, 2008*
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10.5.1
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Amendment to First Note extended to Agave Resources, LLC, dated February 20, 2009*
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10.5.2
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Third Modification of Agreement of Note with Agave Resources, LLC dated August 30, 2010*
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10.6
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“Second Note” extended to JTR Investments, Limited, dated March 1, 2008*
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10.6.1
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Amendment to “Second Note” extended to JTR Investments, Limited, dated February 20, 2009*
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10.6.2
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Third Modification of Agreement of Note with JTR Investments, Limited dated August 30, 2010*
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10.7
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“Senior Note” Board Approval, dated November 1, 2008*
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10.7.1
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“Senior Note” extended to JTR Investments, Limited, dated December 31, 2008*
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10.7.2
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“Senior Note” extended to JTR Investments, Limited, dated June 30, 2009*
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10.7.3 |
Approval of Borrowing Modification with JTR Investments, Limited dated March 30, 2011*
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10.8
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Asset Purchase and Stock Transfer Agreement with JTR Investments, Limited, and affiliates, dated January 15, 2004*
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10.8.1
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Exhibits to Asset Purchase and Stock Transfer Agreement with JTR Investments, Limited, and affiliates, dated January 15, 2004*
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10.9
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Amended Agreement with IR Services, dated June 22, 2009*
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10.9.1
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Original Agreement with IR Services, Inc., dated April 20, 2009*
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10.9.2
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Cancellation Agreement and Mutual Release with IR Services, dated December 15, 2009*
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10.10
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Voting Stock Option Plan, dated February 1, 2004*
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10.10.1
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Voting Stock Option Plan as Amended and Restated July 19, 2004*
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10.11
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Form of Subcontractor Agreement and Assignment of Intellectual Property*
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10.14
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Department of Transportation Approval Letter, dated October 3, 2008*
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10.15
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Master Lease Agreement with VenCore Solutions, LLC, dated October 26, 2006*
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10.15.1 |
Moratorium on Payment Agreement, Vencore Solutions, LLC dated March 4, 2011*
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10.16
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North Texas Enterprise Center for Medical Technology License Agreement, dated April 8, 2004*
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10.16.1
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Amendment of North Texas Enterprise Center for Medical Technology License Agreement, dated August 22, 2004*
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10.16.2
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Amendment of North Texas Enterprise Center for Medical Technology License Agreement, dated May 26, 2005*
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10.17
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CitiCapital Lease 1, dated September 13, 2007*
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10.18
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CitiCapital Lease Agreement 2, dated September 13, 2007*
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10.19
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CitiCapital Lease Agreement 3, dated September 21, 2007*
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10.19.1
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Amendment to CitiCapital Lease Agreement 3, dated October 24, 2007*
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10.20
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Dell Lease 1 Agreement, dated June 5, 2008*
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10.21
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Dell Lease 2 Agreement, dated June 5, 2008*
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10.22
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Dell Lease 3 Agreement, dated December 1, 2008*
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10.23
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Neville Financing Lease Agreement, dated October 17, 2007*
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10.24
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NMHG- Yale Lease Agreement, dated December 14, 2007*
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10.25
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Wachovia Lease Agreement, dated December 20, 2007*
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10.26
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Cancellation Agreement and Mutual Release with RKH Capital, dated June 22, 2009*
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10.27
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Sinacola Commercial Properties, Ltd. Letter Agreement, dated December 10, 2009*
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10.28
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Note Agreement with Tony & Judy Alcedo Family Trust, dated December 10, 2009*
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10.28.1
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Modification of Agreement dated September 1, 2010*
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10.29
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Afritex License Agreement dated March 26, 2010*
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10.29.1 |
Amendment To License Agreement dated December 16, 2010*
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10.29.2 |
Modification of Agreement dated December 21, 2010*
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10.29.3 |
Second Modification of Agreement with Afritex Medical Products (Pty) Limited, dated March 25, 2011*
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10.30
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Afritex Distribution Agreement dated March 26, 2010*
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10.31
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Afritex Note Purchase Agreement dated March 26, 2010*
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10.32
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Federal Supply Schedule Contract V797P-41 53b effective November 15, 2008 through November 14, 2013*
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10.33
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Form of Distribution Agreement*
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10.34
|
Memorandum of Understanding dated November 16, 2009 *
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10.35
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Letter Agreement with Sinacola Commercial Properties, Ltd. dated December 15, 2010 *
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10.36
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Promissory Note with Sinacola Commercial Properties, Ltd. dated December 31, 2010 *
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10.37
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Second Promissory Note with Sinacola Commercial Properties, Ltd. dated December 31, 2010 *
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10.38
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Stock Purchase Warrant with Sinacola Commercial Properties, Ltd. dated December 31, 2010 *
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10.39 | Sinacola Commercial Properties, Ltd. Letter Agreement, dated March 23, 2011* | |
10.40 | Amended and Restated Performance Agreement with the Frisco Economic Development Corporation, dated March 22, 2011* | |
10.41 | Renewed and Extended Promissory Note with the Frisco Economic Development Corporation, dated March 22, 2011* | |
10.42 | Moratorium on Payment Agreement, Vencore Solutions, LLC dated March 4, 2011* | |
10.43 | Approval of Borrowing Modification with JTR Investments, Limited dated March 30, 2011* | |
10.44 | Second Modification of Agreement with Afritex Medical Products (Pty) Limited, dated March 25, 2011* | |
14.1
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Code of Ethics*
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16.1
|
Letter from the Blackwing Group, LLC dated November 10, 2010 *
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23.1
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Consent of Oswald & Yap LLP (included in its opinion set forth in Exhibit 5.1 hereto)†
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23.2
|
Consent of Sam Kan & Company, LLC *
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|
99.1
|
Form of Subscription Agreement*
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OXYSURE SYSTEMS, INC. | |||
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By:
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/s/ Julian T. Ross | |
Julian T. Ross | |||
Its: |
Chief Executive Officer, President
Secretary, and Director
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By:
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/s/ Julian T. Ross | Date 8/ 11 /11 | |
Julian T. Ross
Chief Executive Officer
President, Secretary, and Director
(Principal Executive Officer,
Principal Accounting Officer, and
Principal Financial Officer)
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|||
By:
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* | Date 8/ 11 /11 | |
Donald Reed
Director
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|||
By:
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*
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Date 8/ 11 /11 | |
Vicki Jones
Director
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|||
By: | Julian T. Ross | Date 8/ 11 /11 | |
Julian T. Ross, Attorney in Fact
for Donald Reed and Vicki Jones
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Correspondence sent by: | Sender’s email: |
Arrin Langdon, Esq. | adl@oswald-yap.com |
Respectfully yours,
Oswald & Yap LLP
/s/ Oswald & Yap LLP
|