0001193125-14-311822.txt : 20140815 0001193125-14-311822.hdr.sgml : 20140815 20140815163759 ACCESSION NUMBER: 0001193125-14-311822 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20140623 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140815 DATE AS OF CHANGE: 20140815 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOJECT MEDICAL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000810084 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 931099680 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15360 FILM NUMBER: 141046957 BUSINESS ADDRESS: STREET 1: 7180 SW SANDBURG STREET, SUITE 100 CITY: TIGARD STATE: OR ZIP: 97223 BUSINESS PHONE: 503-692-8001 MAIL ADDRESS: STREET 1: 7180 SW SANDBURG STREET, SUITE 100 CITY: TIGARD STATE: OR ZIP: 97223 FORMER COMPANY: FORMER CONFORMED NAME: BIOJECT MEDICAL SYSTEMS LTD DATE OF NAME CHANGE: 19920703 8-K 1 d772475d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2014

 

 

BIOJECT MEDICAL TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 0-15360

 

Oregon   93-1099680

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

7180 SW Sandburg St., Ste. 100

Tigard, Oregon

  97223
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (503) 692-8001

Former name or former address if changed since last report:

No Change

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition

On August 15, 2014, Bioject Medical Technologies Inc. (“Bioject”) issued a press release announcing its unaudited financial results for the second quarter ended June 30, 2014. The press release includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. The press release issued August 15, 2014, is furnished herewith as Exhibit No. 99.1 to this Report, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 8.01 Other Events

On August 11, 2014, the Board of Directors of Bioject Medical Technologies, Inc. approved two secured notes for advances of capital made to Bioject, due to a cash flow shortfall in June 2014. The Mark A. Logomasini & Associates, Inc. SEP Fund (“SEP”) and Amir Ness advanced Bioject $100,000 and $50,000, respectively, on June 23, and June 25, 2014, respectfully, with the understanding that such short-term advances would have an interest rate similar to a factoring loan, would be secured by certain receivables of Bioject, in the case of Mr. Ness would be guaranteed by Mark Logomasini and the SEP would not incur losses. The notes have a simple, non-compounded monthly interest rate of 2% and mature on August 22, 2014.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed or furnished herewith and this list is intended to constitute the exhibit index:

 

10.1    Form of Note from Bioject to the Mark A. Logomasini & Associates, Inc. SEP Fund in the principal amount of $100,000, dated June 23, 2014.
10.2
  

Form of Note from Bioject to Amir Ness in the principal amount of $50,000, dated June 25, 2014.

10.3
  

Form of Security Agreement by and among Bioject, the SEP and Amir Ness dated June 25, 2014.

99.1    Press release issued by Bioject Medical Technologies Inc. dated August 15, 2014.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 15, 2014  

BIOJECT MEDICAL TECHNOLOGIES INC.

(Registrant)

 

/s/ Tony K. Chow

  Tony K. Chow
  Chief Financial Officer
  (Principal Financial and Accounting Officer)
EX-10.1 2 d772475dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

SENIOR SECURED BRIDGE PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND HAS BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE HOLDER (CONCURRED IN BY LEGAL COUNSEL FOR THE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH SALE OR OFFER

 

$100,000.00    Date: June 23, 2014

For value received, Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), promises to pay to Mark A. Logomasini & Associates, Inc. SEP Fund (the “Holder”) the principal sum of one-hundred thousand dollars ($100,000.00), together with interest thereon as set forth herein (this “Note”).

The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:

 

1. Payment Terms and Security. The unpaid principal balance from time to time outstanding under this Note shall bear interest at the rate of 24% per annum. The outstanding principal balance of and accrued but unpaid interest under this Note shall be repaid by the Company on or before August 22, 2014 (the “Maturity Date”) unless prepaid or extended pursuant to the terms hereof. Except as otherwise provided herein, both principal and interest shall be payable on the Maturity Date in lawful money of the United States of America to the Holder at the address listed on the signature page hereto (or at such other location as shall be designated by the Holder in a written notice to the Company), in same day funds. This Note is secured by a pledge of the accounts receivable from Ferring Pharmaceuticals to the Company and its subsidiary, Bioject Inc., pursuant to a separate Security Agreement dated June 25, 2014.

The Company acknowledges that it has been notified and is aware that the Holder is providing funds from a retirement trust account (SEP fund), the transactions for which are governed by U.S. law applicable to such accounts. The Company agrees to pay all fees, transfer expense, and recovery to return the account to its state on June 23, 2014, prior to the securities in the account being sold to generate the funds for this transaction. U.S. law allows for a transfer of funds from such accounts for a maximum of 60 days from withdrawal. The Company acknowledges and agrees that there is no limitation on its obligations in the event that it has not repaid the funds within that period. No interest is to be charged on the funds provided . Upon repayment of the note by the Company, in the event that the holdings in the account are purchasable for less than the amount sold, the Company will receive an adjustment in the principal payment equal to the reduction in funds expended for the holdings.

 

1


2. Events of Default. If any of the events specified in this Section 2 shall occur (herein individually referred to as an “Event of Default”), the Holder of the Note may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived:

 

  (a) Default in the payment of the principal and unpaid accrued interest of this Note when due and payable if such default is not cured by the Company within ten (10) business days after the Holder has given the Company written notice of such default; or

 

  (b) Any breach by the Company of any representation, warranty, or covenant in this Note; provided, that, in the event of any such breach, to the extent such breach is susceptible to cure, such breach shall not have been cured by the Company within ten (10) business days after written notice to the Company of such breach; or

 

  (c) The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its or any of its creditors, (iii) be dissolved or liquidated in full or in part, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it or (v) take any action for the purpose of effecting any of the foregoing; or

 

  (d) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered, or such case or proceeding shall not be dismissed, discharged or stayed within 60 days of commencement.

Notwithstanding anything to the contrary contained herein, if any of the events described in Sections 2(c) or (d) occur, this Note shall be automatically accelerated and the entire principal and unpaid accrued interest thereon shall immediately become due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.

 

3. Mandatory Prepayment. Prior to the Maturity Date, this Note will be prepaid if the Company can do so but still have adequate cash to fund its ongoing operations for the then forseeable future.

 

2


4. Assignment. The rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

 

5. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence.

 

6. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed telex or facsimile (provided that notice is also given under clause (c) below) if sent during normal business hours of the recipient; if not sent during normal business hours of the recipient, then on the next business day, or (c) upon receipt by the party to be notified by nationally recognized overnight courier service. All communications shall be sent to the party at the address as set forth herein or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

 

7. Governing Law; Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the laws of the state of California, exclusive of conflicts of law provisions. In the event of any dispute between the parties to this Note, the parties agree that the dispute shall be settled in the state or federal courts located in the County of Washington in the State of Oregon. The parties hereto waive all right to trial by jury in any action or proceeding to enforce or defend any rights under this Note.

 

8. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

IN WITNESS WHEREOF, each of the Company has executed this Senior Secured Bridge Promissory Note as of the date first above written.

 

BIOJECT MEDICAL TECHNOLOGIES INC.
By  

    /s/ Mark Logomasini

Name: Mark Logomasini

Title: President and Chief Executive Officer

 

3

EX-10.2 3 d772475dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

SENIOR SECURED BRIDGE PROMISSORY NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND HAS BEEN ACQUIRED WITHOUT A VIEW TO DISTRIBUTION AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE HOLDER (CONCURRED IN BY LEGAL COUNSEL FOR THE CORPORATION) THAT SUCH REGISTRATION IS NOT REQUIRED AS TO SUCH SALE OR OFFER

 

$50,000.00    Date: June 25, 2014

For value received, Bioject Medical Technologies Inc., an Oregon corporation (the “Company”), promises to pay to Amir Ness (the “Holder”) the principal sum of Fifty thousand dollars ($50,000.00), together with interest thereon as set forth herein (this “Note”).

The following is a statement of the rights of the Holder and the conditions to which this Note is subject, and to which the Holder, by the acceptance of this Note, agrees:

 

1. Payment Terms and Security. The unpaid principal balance from time to time outstanding under this Note shall bear interest at the rate of 24% per annum. The outstanding principal balance of and accrued but unpaid interest under this Note shall be repaid by the Company on or before August 22, 2014 (the “Maturity Date”) unless prepaid or extended pursuant to the terms hereof. Except as otherwise provided herein, both principal and interest shall be payable on the Maturity Date in lawful money of the United States of America to the Holder at the address listed on the signature page hereto (or at such other location as shall be designated by the Holder in a written notice to the Company), in same day funds. This Note is secured by a pledge of the accounts receivable from Ferring Pharmaceuticals to the Company and its subsidiary, Bioject Inc., pursuant to a separate Security Agreement dated June 25, 2014. This Note has also been guaranteed by Mark A. Logomasini, pursuant to the separate Guarantee Agreement dated June 25, 2014.

 

2. Events of Default. If any of the events specified in this Section 2 shall occur (herein individually referred to as an “Event of Default”), the Holder of the Note may, so long as such condition exists, declare the entire principal and unpaid accrued interest hereon immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived:

 

  (a) Default in the payment of the principal and unpaid accrued interest of this Note when due and payable if such default is not cured by the Company within ten (10) business days after the Holder has given the Company written notice of such default; or

 

1


  (b) Any breach by the Company of any representation, warranty, or covenant in this Note; provided, that, in the event of any such breach, to the extent such breach is susceptible to cure, such breach shall not have been cured by the Company within ten (10) business days after written notice to the Company of such breach; or

 

  (c) The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its or any of its creditors, (iii) be dissolved or liquidated in full or in part, (iv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it or (v) take any action for the purpose of effecting any of the foregoing; or

 

  (d) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered, or such case or proceeding shall not be dismissed, discharged or stayed within 60 days of commencement.

Notwithstanding anything to the contrary contained herein, if any of the events described in Sections 2(c) or (d) occur, this Note shall be automatically accelerated and the entire principal and unpaid accrued interest thereon shall immediately become due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived.

 

3. Mandatory Prepayment. Prior to the Maturity Date, this Note will be prepaid if the Company can do so but still have adequate cash to fund its ongoing operations for the then forseeable future.

 

4. Assignment. The rights and obligations of the Company and the Holder of this Note shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

 

5. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence.

 

6.

Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by

 

2


  confirmed telex or facsimile (provided that notice is also given under clause (c) below) if sent during normal business hours of the recipient; if not sent during normal business hours of the recipient, then on the next business day, or (c) upon receipt by the party to be notified by nationally recognized overnight courier service. All communications shall be sent to the party at the address as set forth herein or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

 

7. Governing Law; Waiver of Jury Trial. This Note shall be governed by and construed in accordance with the laws of the state of California, exclusive of conflicts of law provisions. In the event of any dispute between the parties to this Note, the parties agree that the dispute shall be settled in the state or federal courts located in the County of Washington in the State of Oregon. The parties hereto waive all right to trial by jury in any action or proceeding to enforce or defend any rights under this Note.

 

8. Heading; References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

IN WITNESS WHEREOF, each of the Company has executed this Senior Secured Bridge Promissory Note as of the date first above written.

 

BIOJECT MEDICAL TECHNOLOGIES INC.
By  

    /s/ Mark Logomasini

Name: Mark Logomasini
Title: President and Chief Executive Officer

 

3

EX-10.3 4 d772475dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

SECURITY AGREEMENT

This Security Agreement (this “Agreement”) is made June 25, 2014 by and among Bioject Medical Technologies Inc.(the “Company”) and its wholly owned subsidiary Bioject Inc. (the “Subsidiary”), each an Oregon corporation, and each with offices at, 7180 SW Sandburg Street, Tigard, Oregon 97223 (collectively, the “Grantors”), and Mark A. Logomasini & Associates, Inc. SEP Fund and Amir Ness, the holders of the Company’s Senior Secured Bridge Promissory Notes in the amounts of $100,000 and $50,000, respectively, dated June 23, 2014 and June 25, 2014, respectively (the “Notes”) and with the addresses set forth on the signature page hereto (the “Noteholders”).

RECITALS

The Noteholders have agreed to make a secured loan to the Company, evidenced by the Notes, are secured by all the accounts receivable from Ferring Pharmaceuticals to the Company, whether presently existing or hereafter acquired.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged and intending to be legally bound, as collateral security for the prompt and complete payment when due of the Notes, Grantors hereby represent, warrant, covenant and agree as follows:

1. Grant of Security Interest. As collateral security for the prompt and complete payment and performance of all of Grantors’ present or future obligations under the Notes, Grantors hereby grants a security interest in all of Grantors’ right, title and interest in, to and under its registered and unregistered rights in the all the accounts receivable from Ferring Pharmaceuticals to the Company, (all of which shall collectively be called the “Collateral”), including, without limitation, all proceeds of the foregoing.

2. Covenants and Warranties. Grantors represents, warrants, covenants and agrees as follows:

 

  (a) Grantors are the sole owners of the Collateral;

 

  (b) Performance of this Agreement does not conflict with or result in a breach of any material agreement to which Grantors are bound;

 

  (c) During the term of this Agreement, Grantors will not transfer or otherwise encumber any interest in the Collateral.

 

  (d) To their knowledge, all of the Collateral is valid and enforceable, and no part of the Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made in writing that any part of the Collateral violates the rights of any third party;

 

  (e) Grantors shall protect, defend and maintain the validity and enforceability of the Collateral;

 

  (f) Grantors shall take such further actions as Noteholders may reasonably request from time to time to perfect or continue the perfection of Noteholders’ interest in the Collateral;

 

  (g) This Agreement creates, and in the case of after acquired Collateral this Agreement will create, at the time Grantors first have rights in such after acquired Collateral and Noteholders have taken all actions required for perfection, in favor of Noteholders, a valid and perfected first priority security interest and collateral assignment in the Collateral in the United States securing the payment and performance of the obligations evidenced by the Notes;

 

  (h) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantors of the security interest granted hereby, or for the execution, delivery or performance of this Agreement by Grantors in the U.S. or (b) for the perfection in the United States or the exercise by Noteholders of their rights and remedies thereunder;

 

1


  (i) All information heretofore, herein or hereafter supplied to Noteholders by or on behalf of Grantors with respect to the Collateral is true and correct in all material respects; and

 

  (j) Grantors shall not enter into any agreement that would materially impair or conflict with Grantors’ obligations hereunder without Noteholders’ prior written consent, which consent shall not be unreasonably withheld. Except as permitted under the Notes, Grantors shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantors’ rights and interest in any property included within the definition of the Collateral acquired under such contracts.

4. Noteholders’ Rights. Noteholders shall have the right, but not the obligation, to take, at Grantors’ sole expense, any actions that Grantors is required under this Agreement to take but which Grantors fails to timely take, after fifteen (15) days’ notice to Grantors. Grantors shall reimburse and indemnify Noteholders for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this section 4.

5. Further Assurances; Attorney in Fact.

(a) On a continuing basis, Grantors will, upon reasonable request by Noteholders, subject to any prior licenses, encumbrances and restrictions and prospective licenses, make, execute, acknowledge and deliver, and file and record in the proper filing and recording places in the United States, all such instruments, including appropriate financing and continuation statements and collateral agreement, and take all such action as may reasonably be requested by Noteholders, to perfect Noteholders’ security interest in the Collateral and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to Noteholders the grant or perfection of a security interest in all Collateral.

(b) Grantors appoint Noteholders as Grantors’ attorney-in-fact, with full authority in the place and stead of Grantors and in the name of Grantors, Noteholders or otherwise, from time to time in Noteholders’ discretion, upon Grantors’ failure or inability to do so, to take any action and to execute any instrument which Noteholders may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, or other notice filings or notations in appropriate filing offices, relative to any of the Collateral, without notice to Grantors, with all appropriate jurisdictions, as Noteholders deem appropriate, in order to perfect or protect Noteholders’ interest in the Collateral.

6. Events of Default. The occurrence of an Event of Default under the Notes shall constitute an Event of Default under this Agreement.

7. Remedies. Upon the occurrence and during the continuance of an Event of Default, Noteholders shall have the right to exercise all the remedies of a secured party under the Oregon Uniform Commercial Code. Grantors will pay any expenses (including reasonable attorney’s fees) incurred by Noteholders in connection with the exercise of any of Noteholders’ rights hereunder, including without limitation any expense incurred in disposing of the Collateral in accordance with the terms hereof. All of Noteholders’ rights and remedies with respect to the Collateral shall be cumulative.

8. Indemnity. Grantors agree to defend, indemnify and hold harmless Noteholders and its agents (each an “Indemnified Person”) against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party in connection with the transactions contemplated by this Agreement, and (b) all losses or expenses in any way suffered, incurred, or paid by Noteholders as a result of or in any way arising out of, following or consequential to transactions between Noteholders and Grantors, under this Agreement (including without limitation, reasonable attorney’s fees and reasonable expenses), except for Claims and/or losses arising from or out of an Indemnified Person’s gross negligence or willful misconduct.

 

2


9. Termination. At such time as Grantors shall completely repay the Notes and any other obligations under the Notes, secured hereunder, Noteholders shall execute and deliver to Grantors all releases, terminations, and other instruments as may be necessary or proper to release the security interest hereunder.

10. Course of Dealing. No course of dealing, nor any failure to exercise, nor any delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof.

11. Amendments. This Agreement may be amended only by a written instrument signed by both parties hereto.

12. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

GRANTORS AND NOTEHOLDERS EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

14. Confidentiality. In handling any confidential information, Noteholders shall exercise the same degree of care that they exercise for their own proprietary information, but disclosure of information may be made: (i) to Noteholders or affiliates in connection with their present or prospective business relations with Grantors; (ii) to prospective transferees or purchasers of any interest in the Notes (provided, however, Noteholders shall use commercially reasonable efforts to obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision); (iii) as required by law, regulation, subpoena, or other order, (iv) as required in connection with Noteholders’ examination or audit; and (v) as Noteholders consider appropriate in exercising remedies under this Agreement. Confidential information does not include information that either: (a) is in the public domain or in Noteholders’ possession when disclosed to Noteholders, or becomes part of the public domain after disclosure to Noteholders through no fault of Noteholders; or (b) is disclosed to Noteholders by a third party, if Noteholders reasonably do not know that the third party is prohibited from disclosing the information.

 

3


Agreed, as of the date first set forth above:

Grantors:

Bioject Medical Technologies Inc.

 

By:  

/s/ Mark Logomasini

Name:     Mark Logomasini
Title:     President and Chief Executive Officer

Bioject Inc.

 

By:  

/s/ Mark Logomasini

Name:     Mark Logomasini
Title:     President and Chief Executive Officer

Mark A Logomasini & Associates, Inc. SEP Fund

 

/s/ Mark Logomasini

Address: 26212 Dimension Drive, Suite 260
Lake Forest, CA 92630

Amir Ness

 

/s/ Amir Ness

Address:

 

4

EX-99.1 5 d772475dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

 

For Further Information Contact:

Bioject Medical Technologies Inc.

      

Mark Logomasini

President and CEO

503-692-8001 ext. 4121

      

Tony K. Chow

Chief Financial Officer

503-692-8001 ext. 4132

BIOJECT REPORTS UNAUDITED SECOND QUARTER 2014 FINANCIAL RESULTS

Tigard, OR – August 15, 2014 Bioject Medical Technologies Inc. (OTC Pink: BJCT), a developer and manufacturer of needle-free injection therapy systems, today reported unaudited financial results for the second quarter ended June 30, 2014. The financial results are unaudited and actual results may vary.

Bioject reported revenues of $513,000 for the quarter ended June 30, 2014, compared to revenues of $238,000 for the quarter ended June 30, 2013. Operating expense was $788,000 for the second quarter of 2014, compared to $731,000 in the second quarter 2013. Bioject reported an operating loss of $275,000 in the second quarter of 2014, compared to an operating loss of $493,000 in the second quarter of 2013. Net loss allocable to common shareholders for the second quarter of 2014 was $331,000, compared to $526,000 in the comparable 2013 period.

Basic and diluted net loss per share allocable to common shareholders for the quarter ended June 30, 2014 was $0.01 per share on 32.4 million weighted average shares outstanding compared to a net loss of $0.03 per share on 18.9 million weighted average shares outstanding for the same period in 2013.

For the six months ended June 30, 2014, Bioject reported revenues of $855,000, compared to revenues of $688,000 in the comparable period of 2013. Operating loss for the six months ended June 30, 2014 was $534,000, compared to $962,000 in the comparable period of 2013. Net loss allocable to common shareholders was $647,000, or $0.03 per share, on 25.7 million weighted average shares outstanding in the six-month period ended June 30, 2014 compared to $1.0 million, or $0.05 per share, on 18.9 million weighted average shares outstanding in the comparable period of 2013. Preferred share transactions that occurred in the first and second quarters of 2014 were described in prior 8-K filings.

Bioject Medical Technologies Inc., based in Tigard, Oregon, USA, is a developer and manufacturer of needle-free injection therapy systems (NFITS). NFITS works by forcing medication at high speed through a tiny orifice held against the skin. This creates a fine stream of high-pressure fluid penetrating the skin and depositing medication in the tissue beneath. Bioject is focused on developing mutually beneficial agreements with leading pharmaceutical, biotechnology, and veterinary companies, as well as research, global health and government organizations.

Readers and potential investors are cautioned that an investment in the Company’s securities involves an EXTREMELY high degree of risk. Such risks include, without limitation: the risk that audited financial results may differ materially from the unaudited results reported in this press release; the risk that the Company may be unable to continue operations and may file bankruptcy; the risk that the Company’s products will not be accepted by the market; the risk that the Company will be unable to successfully develop and negotiate new strategic relationships; the risk that the international distributor agreements will not be successful; uncertainties related to the time required for the Company to complete research and development and obtain necessary clinical data and government clearances; the risk that additional capital may not be available on acceptable terms, if at all; the risk that the Company may not receive orders, whether anticipated or unanticipated; the risk that the Company’s supply chain management process may not improve the Company’s cash position or cash flows; and the risk that the Company may be unable to comply with the extensive government regulations applicable to the business.

Bioject (OTC Pink: BJCT) trades on the OTC Pink tier of the OTC market.

Investors can find Real-Time quotes and market information for the Company on www.otcmarkets.com. For more information about Bioject, visit www.bioject.com

 

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Bioject Medical Technologies Inc.

Selected Condensed Consolidated Statements of Operations Data (Unaudited)

(In thousands, except share and per share data)

 

     Three months ended
June 30,
    Six months ended
June 30,
 
     2014     2013     2014     2013  

RESULTS OF OPERATIONS:

        

Revenue and Expense:

        

Net sales

   $ 513      $ 238      $ 855      $ 688   

Operating expenses

     788        731        1,389        1,650   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (275     (493     (534     (962

Other expense, net

     (45     (2     (69     (4
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (320     (495     (603     (966

Preferred stock dividend

     (11     (31     (44     (62
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss allocable to common shareholders

   $ (331   $ (526   $ (647   $ (1,028
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted net loss per common share allocable to common shareholders

   $ (0.01   $ (0.03   $ (0.03   $ (0.05
  

 

 

   

 

 

   

 

 

   

 

 

 

Shares used in per share calculations

     32,370,408        18,908,594        25,676,688        18,908,594   
  

 

 

   

 

 

   

 

 

   

 

 

 

Bioject Medical Technologies Inc.

Selected Condensed Consolidated Balance Sheet Data (Unaudited)

(In thousands)

 

     June 30,
2014
    December 31,
2013
 

ASSETS

    

Current assets

   $ 2,719      $ 357   

Property and equipment, net

     71        78   

Other assets, net

     1,385        1,427   
  

 

 

   

 

 

 

Total assets

   $ 4,175      $ 1,862   
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

    

Current liabilities

   $ 1,439      $ 1,658   

Long term liabilities

     3,110        1,414   

Shareholders’ equity (deficit):

    

Preferred stock

     2,416        10,740   

Common stock

     124,926        115,120   

Accumulated deficit

     (127,716     (127,070
  

 

 

   

 

 

 

Total shareholders’ deficit

     (374     (1,210
  

 

 

   

 

 

 

Total liabilities and shareholders’ deficit

   $ 4,175      $ 1,862   
  

 

 

   

 

 

 

 

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