-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ai4dnfL3R0+YLK5CmsAivaAEfvy7rZCrsPhD1fzob6af5uEVOhBqcTAigBNJH62N 0bIbsk30vk+ey9B+GMxfCA== 0000950153-05-002693.txt : 20051027 0000950153-05-002693.hdr.sgml : 20051027 20051026210730 ACCESSION NUMBER: 0000950153-05-002693 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20051017 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORTHOLOGIC CORP CENTRAL INDEX KEY: 0000887151 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 860585310 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21214 FILM NUMBER: 051158280 BUSINESS ADDRESS: STREET 1: 1275 WEST WASHINGTON STREET CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6024375520 MAIL ADDRESS: STREET 1: 1275 WEST WASHINGTON STREET CITY: TEMPE STATE: AZ ZIP: 85281 8-K 1 p71379e8vk.htm 8-K e8vk
 

 
 
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: October 17, 2005
(Date of earliest event reported)
ORTHOLOGIC CORP.
 
(Exact name of registrant as specified in its charter)
         
Delaware   000-21214   86-0585310
         
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
     
1275 West Washington Street, Tempe, Arizona   85281
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code:
(602) 286-5520
     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 (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 


 

Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
     On October 17, 2005, OrthoLogic Corp. (the “Company”) entered into an employment agreement with Dana Shinbaum (the “Employment Agreement”), pursuant to which Mr. Shinbaum will serve as the Company’s Vice President of Business Development. The Employment Agreement is filed with this Current Report on Form 8-K (“Form 8-K”) as Exhibit 10.1 and is incorporated herein by reference. The Intellectual Property, Confidentiality and Non-Competition Agreement executed by Mr. Shinbaum, which sets forth restrictions on the disclosure of Company proprietary information and protects the Company’s interest in its intellectual property, is filed with this Form 8-K as Exhibit 10.2 and is incorporated herein by reference.
     Under the Employment Agreement, Mr. Shinbaum may be terminated at any time, with or without cause, at the option of either the Company or Mr. Shinbaum. It provides for a salary of $8653.85, payable every two weeks. This salary is subject to change upon 15 days written notice to Mr. Shinbaum.
Section 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition.
     On October 25, 2005, the Company issued a press release announcing its financial results for the three months ended September 30, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. In addition, on October 25, 2005, the Company held a conference call to discuss the press release and the Company’s financial results. A copy of the conference call transcript is attached hereto as Exhibit 99.2 to this Form 8-K and is incorporated by reference herein.

 


 

Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d)   Exhibits
     
Exhibit No.   Description
10.1
  Employment Agreement dated as of October 17, 2005, between the Company and Dana Shinbaum
 
   
10.2
  Intellectual Property, Confidentiality and Non-Competition Agreement, dated October 17, 2005, between the Company and Dana Shinbaum
 
   
99.1
  Press release dated October 25, 2005
 
   
99.2
  Transcript of October 25, 2005 conference call

 


 

SIGNATURES
     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.
     
Dated: October 26, 2005
  ORTHOLOGIC CORP.
 
   
 
  /s/ Dr. James M. Pusey
 
   
 
  James M. Pusey
Chief Executive Officer

 

EX-10.1 2 p71379exv10w1.htm EXHIBIT 10.1 exv10w1
 

EXHIBIT 10.1
EMPLOYMENT AGREEMENT
(Salaried Employees)
     THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 17th day of October, 2005, by and between Dana Shinbaum (“Individual”) and OrthoLogic Corporation, a Delaware corporation (“Company”).
     1. Employment at Will. Employment by the Company is at-will and either the Company or Individual can terminate the employment relationship, with or without cause, notice or procedural formality, for no reason or for any reason not prohibited by law, at any time. No individual associated with the Company, other than the President, has authority to make any agreement to the contrary, or any agreement for employment for any specified period of time. Any such agreement by the President must be in writing and signed by the President to be effective.
     2. Compensation. Company shall pay Individual a salary every two weeks of $8,653.85. Company reserves the right to change the salary by giving Individual 15 days written notice of the change. Company may also provide benefits similar to those described in the OrthoLogic Policies Booklet, however, those benefits may be modified from time to time by the Company and the Policies Booklet shall not become part of this Agreement. Moreover, because of the Individual’s work location and the nature of Individual’s job duties, some policies such as Paid Time Off and Family and Medical Leave may not apply.
     3. Duties. Individual agrees to use his or her best efforts to comply with any and all rules of conduct established by the Company and to perform any and all assigned duties in a manner that is acceptable to the Company.
     4. Governing Law. This Agreement is entered into in Arizona and shall in all respects be interpreted, construed and governed by and in accordance with the laws of the State of Arizona. By signing this agreement, the parties submit themselves to the jurisdiction of the courts of the State of Arizona, located in Maricopa County, for the purpose of resolving any and all disputes arising out the Individual’s employment with the Company.
     5. Whole Agreement. This Agreement, and the Invention, Confidential Information and Non-Competition Agreement entered into concurrently with this Agreement embody all the representations, warranties, covenants and agreements between the parties and no other representations, warranties, covenants, understandings or agreements exist.
     6. Amendment. This Agreement may not be amended orally but only by an instrument in writing executed by the Company and the Individual.
             
Company:   Individual:
 
           
By:
  /s/ Mary Plath   Signature:   /s/ Dana Shinbaum
 
           
Title:
  /s/ Human Resources Manager   Print Name:   Dana Shinbaum
 
           
Date:
  October 17, 2005   Date:   October 17, 2005
 
           

EX-10.2 3 p71379exv10w2.htm EXHIBIT 10.2 exv10w2
 

EXHIBIT 10.2
INTELLECTUAL PROPERTY, CONFIDENTIALITY
AND NON-COMPETITION AGREEMENT
(EMPLOYEES)
     This Agreement made as of the 17th day of October, 2005, between OrthoLogic, Corp., a Delaware corporation with its principal place of business in Arizona (the “Company”) and Dana Shinbaum, an employee of the Company (the “Employee”).
RECITALS
     A. The Employee is engaged by the Company, or is about to be engaged by the Company, as an employee (the “Engagement”).
     B. The Employee has been, or will be, given access by the Company to confidential and proprietary information of the Company.
     C. The Company has retained the Employee pursuant to the terms of the Engagement. If Employee is already employed, the Company is offering the Employee new employment benefits and/or other consideration in exchange for the Employee’s promise to abide by the terms of this Agreement.
     D. During the term of the Engagement, Employee may, in the course of providing services under the Engagement, create or develop Inventions and/or Creations for the Company, as defined herein, that are intended to be owned exclusively by the Company, and the parties understand that Company shall exclusively own all Inventions and Creations.
AGREEMENTS
     IN CONSIDERATION of the foregoing and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Employee and the Company agree as follows:
     1. Nondisclosure of Proprietary Information. The Company invents, develops, manufactures and markets processes and products that involve experimental or inventive work. The Company’s success depends upon the protection of these processes and products by patent, by copyright, or by secrecy. The Employee has had, or may have, access to the Company’s Proprietary Information, as defined in this Section 1. Access to this Proprietary Information is given to the Employee only if the Employee agrees to keep that information secret as follows:
          (a) “Proprietary Information” is all information, in whatever form, tangible or intangible, pertaining in any manner to the business of the Company, or any of its agents or employees, which was produced by any employee, consultant, or other independent employee of the Company including: (i) any and all methods, inventions, improvements, information, data or discoveries, whether or not patentable, that are secret, proprietary, confidential or generally undisclosed, (including information originated or provided by the Employee) in any area of knowledge, including information concerning trade secrets, processes, software, products, patents, patent applications, inventions, formulae, apparatus, techniques, technical data, clinical data, clinical trials, improvements, specifications, servicing, attributes and relative attributes

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relating to any of the Company’s equipment, devices, processes, or products, or research and development thereof; and (ii) the identities of the Company’s customers and potential customers (“Customers”) including Customers the Employee successfully cultivates or maintains during this Engagement using the Company’s products, name or infrastructure and the identities of contact persons at Customers including the preferences, likes, dislikes and technical and other requirements of Customers and contact persons with respect to product types, pricing, sales calls, timing, sales terms, rental terms, lease terms, service plans, and other marketing terms and techniques; (iii) the Company’s business methods, practices, strategies, forecasts, know-how, pricing, and marketing plans and techniques; (iv) the identity of key accounts, the identity of potential key accounts; and (v) the identities of the Company’s key employees. Proprietary Information shall not include information which (i) is known to Employee on a non-confidential basis prior to the Engagement with the Company; or (ii) is or hereafter becomes known to the general public without breach or fault on the part of Employee.
          (b) The Employee acknowledges that the Company has exclusive property rights to all Proprietary Information and the Employee hereby assigns any and all rights Employee might otherwise possess in any Proprietary Information to the Company. Except as required in the performance of the duties of this Engagement with the Company, the Employee will not at any time during or after the term of this Engagement, without the prior written consent of the Company, directly or indirectly use, communicate, disclose, disseminate, lecture upon, publish articles or otherwise put in the public domain, any Proprietary Information or any other information of a secret, proprietary, confidential or general undisclosed nature relating to the Company, its products, Customers, processes or services, including information relating to testing, research, development, manufacturing, marketing or selling.
          (c) All documents, records, notebooks, notes, memoranda, data bases, and similar repositories containing Proprietary Information made or compiled by the Employee at any time, including any and all copies thereof, are and shall be the property of the Company, shall be held by Employee in trust solely for the benefit of the Company, and shall be delivered to the Company by Employee on the termination of this Engagement or at any other time upon the request of the Company.
          (d) The Employee agrees to certify in writing at or before final termination of the Engagement that the Employee no longer has in the Employee’s possession, custody or control of any copies of any business documents generated at or relating to the Company nor any Proprietary Information, whether in hard copy, on a computer’s hard drive, on disks or in any other form or media.
          (e) All information regarding the Company’s business disclosed to, learned by or developed by the Employee during the course of the Engagement shall be presumed to be Proprietary Information.
          (f) The Employee agrees to provide notification, at the start of any new engagement or employment, to all subsequent employers or contracting parties who are involved in any way in the medical products or services industry or are otherwise competitors of the Company, of the terms and conditions of this Agreement, along with a copy of this Agreement.

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     2. Inventions.
          (a) “Inventions” shall include discoveries, concepts, and ideas, whether patentable or not, including improvements, know-how, data, processes, methods, formulae, and techniques, concerning any past, present or prospective Company activities that the Employee makes, discovers or conceives (whether or not during the hours of this Engagement or with the use of the Company’s facilities, materials or personnel), either solely or jointly with others during this Engagement by the Company and, if based on or related to Proprietary Information, at any time after termination of such Engagement. All Inventions shall be solely the property of the Company and the Employee agrees to perform the requirements of this Section with respect thereto without the payment by the Company of any royalty or any consideration other than as provided in this Agreement.
          (b) The Employee shall maintain written notebooks in which Employee shall set forth on a current basis information as to all Inventions describing in detail the procedures employed and the results achieved as well as information as to any studies or research projects undertaken on the Company’s behalf, whether or not in the Employee’s opinion a given project has resulted in an Invention. The written notebooks shall at all times be the property of the Company and shall be surrendered to the Company upon termination of this Engagement or upon request of the Company.
          (c) The Employee shall apply, at the Company’s request and expense, for United States and foreign letters patent either in the Employee’s name or otherwise as the Company shall desire.
          (d) The Employee hereby assigns to the Company all of Employee’s rights to Inventions, applications for United States Patent and/or foreign letters patent and to United States and/or foreign letters patent granted upon Inventions, including without limitation, all renewals, reissues, extensions, continuations, divisions or continuations-in-part thereof.
          (e) The Employee shall acknowledge and deliver promptly to the Company without charge to the Company but at its expense such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Employee’s inventorship, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce United States and/or foreign letters patent relating to the Inventions and to vest the entire right and title thereto in the Company or its nominee.
          (f) The Employee’s obligation to assist the Company in obtaining and enforcing patents for Inventions in any and all countries shall continue beyond the Engagement, but the Company shall compensate the Employee at a reasonable rate for time actually spent at the Company’s request on such assistance. If the Company is unable for any reason whatsoever to secure the Employee’s signature to any lawful and necessary document required to apply for or execute any patent application with respect to any Inventions, including renewals, reissues, extensions, continuations, divisions or continuations-in-part thereof, the Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as agents and attorneys-in-fact to act for and in Employee’s behalf and instead of the Employee, to execute and file any application and to do all other lawful permitted acts to further the

3


 

prosecution and issuance of patents with the same legal force and effect as if executed by the Employee.
          (g) As a matter of record the Employee has identified on Exhibit A, attached hereto, all inventions or improvements relevant to the activity of the Company which have been made or conceived or first reduced to practice by the Employee alone or jointly with others prior to Engagement by the Company, that Employee desires to remove from the operation of this Section 2; and the Employee covenants that such list is complete. If there is no such list or if no Exhibit A is attached, the Employee represents that no such inventions and improvements have been made at the time of signing this Agreement.
          (h) The Employee will not assert any rights under any inventions, discoveries, concepts or ideas, or improvements thereof, or know-how related thereto, as having been made or acquired prior to engagement by the Company or during the term of Engagement if based on or otherwise related to Proprietary Information.
          (i) No provisions of this Section shall be deemed to limit the restrictions applicable to the Employee under Section 1.
     3. Creations.
          (a) “Creations” shall include, without limitation, all designs, logos, slogans, improvements, plans, developments, marks, names, symbols, phrases, graphics, advertising, images, art work, processes, business methods, trade secrets, any and all copyrightable expression, all copyrightable works, and all patentable subject matter, in all media (whether existing now or to be invented), whether or not protected by statute, including all derivative works.
          (b) Creations, whether conceived, created, made, developed, or acquired by or for Employee as a result of the work performed during the Engagement shall be deemed “work made for hire” under the United States Copyright laws, Title 17 of the United States Code, and Company will be deemed the author of the Work Product.
          (c) Employee hereby assigns to Company its entire right, title, and interest, if any, in and to any and all Creations, including without limitation all copyright rights, patent rights, trade secrets, trademark rights and associated goodwill, along with all rights to derivative works and the right to apply for and obtain any applicable registrations and all other available legal protections for the Creations.
          (d) The Employee shall acknowledge and deliver promptly to the Company without charge to the Company but at its expense such written instruments (including applications and assignments) and do such other acts, such as giving testimony in support of the Employee’s creation, as may be necessary in the opinion of the Company to obtain, maintain, extend, reissue and enforce any applicable registrations relating to the Creations and to vest the entire right and title thereto in the Company or its nominee.
     4. Shop Rights. The Company shall also have the royalty-free right to use in its business, and to make, use and sell products, processes and/or services derived from any

4


 

inventions, discoveries, concepts and ideas, whether or not patentable, including processes, methods, formulas and techniques, as well as improvements thereof or know-how related thereto, which are not within the scope of Inventions as defined in Section 2 but which are conceived or made by the Employee during the period Employee is engaged by the Company or with the use or assistance of the Company’s facilities, materials or personnel.
     5. Non-solicitation of Customers or Employees of Company.
          (a) For a period of one year after termination of this Engagement, Employee agrees not to solicit or call on, either for Employee or on behalf of any third party or entity, any Customer, with or for whom Employee had any contact or notice of during the Engagement unless the products or service represented do not compete with any of the products or services manufactured, assembled, distributed, offered or sold by the Company.
          (b) During the term of this Engagement and for a period of one year after termination of this Engagement, the Employee will not solicit any of the Company’s employees for a competing business or otherwise induce or attempt to induce such employees to terminate their employment with the Company.
     6. Exclusive Engagement. During the period of this Engagement by the Company, the Employee shall not, without the Company’s express written consent, engage in any employment, consulting activity or business other than for the Company. Activity as a passive investor in or outside director for another business enterprise shall not be considered a violation of this Section for so long as such business enterprise is not competing or conducting business with the Company and so long as such activities do not adversely impact Employee’s performance of job duties.
     7. Non-Compete. The parties acknowledge that the Employee has acquired or will acquire much knowledge and information concerning the Company’s business and Customers as the result of the Employee’s Engagement. The parties further acknowledge that the scope of business in which the Company is engaged is nationwide and very competitive, that such business is one in which few companies can compete successfully, and that competition by the Employee in that business would injure the Company severely. Accordingly, Employee agrees that during this Engagement and for a period of one year following the end of the Engagement, Employee will not take any of the following actions with respect to any customer that Employee worked with during the engagement:
          (a) Directly or indirectly, sell or attempt to sell products for or on behalf of any business that manufactures, assembles, distributes, offers or sells any products that compete with products manufactured, assembled, distributed, offered or sold by the Company;
          (b) Persuade or attempt to persuade any Customer or client to which the Company has made a proposal or sale, or with which the Company has been having discussions, not to transact business with the Company, or instead to transact business with another person or organization;
          (c) Solicit the business of any company that has been a Customer or client of the Company at any time during the Employee’s Engagement by the Company, provided,

5


 

however, if the Employee becomes employed by or represents a business that exclusively sells products that do not compete with products then marketed or intended to be marketed by the Company, such contact shall be permissible; or
          (d) Work directly or indirectly in any position that could result in the disclosure of Proprietary Information.
     8. Compliance with Law and Amendment by Court: If there is any conflict between any provision of this Agreement and any statue, law, regulation or judicial precedent, the latter shall prevail, but the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring them within the requirements of the law. If any part of this Agreement shall be held by a court of proper jurisdiction to be indefinite, invalid or otherwise unenforceable, the entire Agreement shall not fail on account thereof, but: (i) the balance of the Agreement shall continue in full force and effect unless such construction would clearly be contrary to the intention of the parties or would result in an unconscionable injustice; and (ii) the court shall amend the Agreement to the extent necessary to make the Agreement valid and enforceable.
     9. Freedom From Engagement Restrictions. The Employee represents and warrants that the Employee has not entered into any agreement, whether express, implied, oral, or written, that poses an impediment to the Employee’s Engagement by the Company including the Employee’s compliance with the terms of this Agreement. In particular, the Employee is not subject to a preexisting non-competition agreement, and no restrictions or limitations exist respecting the Employee’s ability to perform fully the Employee’s obligations with the Company including the Employee’s compliance with the terms of this Agreement.
     10. Third Party Trade Secrets. During the Employee’s Engagement by the Company, the Employee agrees not to copy, refer to, or in any way use information which is proprietary to any third party (including any previous employer). The Employee represents and warrants that the Employee has not improperly taken any documents, listings, hardware, software, discs, or any other tangible medium that embodies proprietary information from any third party, and that the Employee does not intend to copy, refer to, or in any way use information which is proprietary to any third party in performing the Employee’s duties for the Company.
     11. Legitimate Business Purpose. Employee hereby acknowledges and agrees that each and every provision of this Agreement serves a legitimate business purpose and exists to protect the legitimate business interests of the Company.
     12. Injunctive Relief; Legal Fees. The Employee acknowledges that a breach of this Agreement is likely to result in irreparable and unreasonable harm to the Company, that damages caused by a breach would be extremely difficult to calculate, and that injunctive relief, as well as damages, would be appropriate. If the Employee breaches this Agreement, the Employee shall promptly reimburse the Company for all legal fees (and disbursements) incurred by the Company to enforce this Agreement or to pursue remedies arising as a result of such breach.

6


 

     13. Successors and Assigns. This Agreement is personal to the Employee and any may not be assigned by Employee. Any and all rights acknowledged or granted to the Company under this Agreement may be freely assigned by the Company.
     14. Prior Agreements; Waiver. If Employee currently has a written confidentiality or non-compete agreement with the Company, this Agreement will supersede all provisions of that agreement that cover the same subject matter as this Agreement. This Agreement constitutes the entire Agreement between the parties pertaining to the subject matter contained in it and supersedes those provisions of all prior and contemporaneous agreements, representations and understandings of the parties pertaining to the same subject matter. No waiver of any of the provisions of this Agreement shall be deemed to, or shall constitute a waiver of, any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
     15. Governing Law. This Agreement is entered into in Arizona and shall be governed by the laws of the State of Arizona for all purposes. The parties hereby submit themselves to the courts of the State of Arizona, located in the County of Maricopa, for the purpose of personal jurisdiction in any action to enforce this Agreement.
     16. Construction. The language in all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning and not strictly for or against either party. The headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement in any way. All terms used in one number or gender shall be construed to include any other number or gender as the context may require. The parties agree that each party has reviewed this Agreement and has had the opportunity to have counsel review the same and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. Whenever the words “include,” “includes,” or “including” are used in the Agreement, they shall be deemed to be followed by the words “without limitation.”
     17. Consultation. The Employee is advised to obtain the advice of legal counsel before signing this Agreement. By their signatures below, the Employee and the Company’s representative acknowledge that they have each read the entire contents of this Agreement, that they fully understand the terms and conditions hereof, and that each has independently had an opportunity to review and discuss the Agreement with the advisor(s) or counsel of their respective choosing.
     
OrthoLogic Corp.
   
 
   
/s/ James M. Pusey
   
James M. Pusey
For the Company
   

7


 

         
Employee’s Signature:
  /s/ Dana Shinbaum    
 
       
Print Name and Title of the Employee: Dana Shinbaum, V.P., Business Development & Strategic Marketing
         
Date:
  17 — Oct. — 2005    
 
       

8


 

EXHIBIT A
Ladies and Gentlemen:
     The following is a complete list of all inventions or improvements relevant to the subject matter of my engagement by OrthoLogic (the “Company”) which have been made or conceived or first reduced to practice by me alone or jointly with others prior to my engagement by the Company:
     _X___No inventions or improvements
     ___See below
      
      
     ___Additional sheets attached
         
 
  Name:   /s/ Dana B. Shinbaum
 
       
 
  Date:   17 — Oct. — 2005
 
       

 

EX-99.1 4 p71379exv99w1.htm EXHIBIT 99.1 exv99w1
 

EXHIBIT 99.1

(ORTHOLOGIC LOGO)
1275 W. Washington St.
Tempe, AZ 85281
(602) 286-5520
www.orthologic.com
NASDAQ: OLGC


FOR FURTHER INFORMATION:
     
OrthoLogic
  Stern Investor Relations, Inc.
Sherry A. Sturman
  Melanie Friedman
Chief Financial Officer
  (212) 362-1200 
(602) 286-5436
   
OrthoLogic Reports Third Quarter 2005 Results
Tempe, Ariz., Tuesday, October 25, 2005 — OrthoLogic Corp. (Nasdaq: OLGC) today announced financial results for the third quarter ended September 30, 2005.
OrthoLogic reported a net loss of $7.6 million, or $(0.20) per share, for the third quarter of 2005, compared to a net loss of $29.4 million, or $(0.80) per share in the third quarter of 2004. Third quarter operating expenses totaled $8.3 million, compared to operating expenses of $31.8 million in the third quarter of 2004. Third quarter expenses for continuing operations for the prior year included $25.8 million of In-Process Research and Development costs related to the asset acquisition of Chrysalis Biotechnology, Inc. (CBI).
At September 30, 2005, OrthoLogic had cash, cash equivalents, and investments of $83.5 million.
“We continue to make progress in our late stage programs for Chrysalin® in the accelerated fracture repair and diabetic foot ulcer indications, both of which represent significant, underserved markets,” stated James M. Pusey, M.D., president and chief executive officer of OrthoLogic. “We are looking forward to advancing our pipeline with the finalization of a gel formulation of Chrysalin for use in diabetic foot ulcers, as well as advancing our preclinical compound addressing cartilage defect repair.”
Company Highlights
Fracture Repair: Enrollment is ongoing in the company’s Phase 2b dosing trial in patients with unstable and/or displaced distal radius fractures. This study is intended to establish the lower dose range of Chrysalin versus a placebo control and will include 500 patients in 60 U.S. and Canadian centers. OrthoLogic expects the patient enrollment for this trial to be faster than the Phase 3 study. Enrollment is complete in the company’s Phase 3 trial indication with data collection ongoing and efficacy results expected in the first half of 2006.
Diabetic Ulcer Healing: OrthoLogic submitted final study results from the Phase 1/2 trial of Chrysalin in diabetic ulcer healing to a peer-reviewed journal during the third quarter. These results showed significant efficacy and a dose response curve in the foot ulcer sub-population of 35 patients and will be the basis for further studies of Chrysalin in diabetic foot ulcer patients.
Supportive Preclinical Data: During the third quarter, OrthoLogic announced findings from a study in the online version of the Journal of Cellular Physiology, showing that Chrysalin enhances neovascularization,

 


 

  2
or the growth of new blood vessels that have already sprouted, which can be an advantage for bone and tissue repair. These results further support the Chrysalin clinical development program currently underway in fracture repair and diabetic foot ulcer healing.
Business Development: Yesterday, OrthoLogic announced the hiring of Dana B. Shinbaum to the position of Vice President of Business Development. He joins OrthoLogic from Savient Pharmaceuticals, Inc. where he held positions of increasing responsibility in marketing, strategic planning and new product development, with responsibilities including creating and developing new business opportunities, leading global project teams and managing product launches. Dana holds a BA in economics and business from Lafayette College, and an MBA in finance and accounting from Drexel University. In his new position at OrthoLogic, Dana Shinbaum will be responsible for identifying, evaluating and negotiating potential in-licensing opportunities, marketing and development partners and other possible collaborations for the company.
“With the addition of Dana Shinbaum and continued positive news on Chrysalin in our two major indications of fracture repair and diabetic foot ulcers, we are strengthening the infrastructure necessary to become a fully integrated and rapidly growing biotechnology drug development company.” concluded Dr. Pusey.
Conference Call Information
As previously announced, management will host a conference call and webcast today at 4:30 p.m. EDT (1:30 p.m. PDT). To access the call, participants may dial 800-946-0706 (domestic) or 719-457-2638 (international) and provide the access code 6958949.
A replay of the call will be available beginning October 25, 2005, at 7:30 p.m. EDT until November 23, 2005, at 12:59 a.m. EST. To access the replay, please dial 888-203-1112 (domestic) or 719-457-0820 (international) and provide the access code 6958949.
Additionally, the conference call will be webcast on the Investor Relations section of the company’s website, www.orthologic.com.
About Chrysalin®
Chrysalin (TP508) is a synthetic 23-amino acid peptide that represents the receptor-binding domain of the human thrombin molecule, the naturally occurring agent responsible for blood clotting and initiating the natural healing cascade of cellular events responsible for tissue repair — both soft tissue and bone.
Thrombin acts as a signaling molecule to initiate the early stages of tissue repair. Since all cells contain high-affinity thrombin receptors, it is widely accepted that thrombin plays a larger role in the natural healing cascade than just forming blood clots. Scientists began developing Chrysalin in 1985, when a class of synthetic peptides was developed representing a specific receptor-binding domain of thrombin that activates specific tissue repair signals. Today, OrthoLogic is exclusively developing several drug candidates based on the Chrysalin peptide, which mimic part of the thrombin response without stimulating blood clotting, and therefore have the potential to accelerate the natural healing cascade.
About OrthoLogic
OrthoLogic is a biotechnology company focused on the development and commercialization of the novel synthetic peptide Chrysalin® (TP508) in three lead indications, all of which represent areas of significant

 


 

  3
unmet medical need – fracture repair, diabetic foot ulcer healing and cartilage defect repair. Based on the Company’s pioneering scientific research of the natural healing cascade, OrthoLogic has become the leading company focused on tissue and bone repair. OrthoLogic is committed to developing a pipeline of novel peptides and other molecules aimed at helping patients with equally under-served conditions. The Company maintains exclusive worldwide rights for Chrysalin. OrthoLogic’s corporate headquarters are in Tempe, Arizona. For more information, please visit the company’s website: www.orthologic.com.
Forward-Looking Statements
Statements in this press release or otherwise attributable to OrthoLogic regarding our business that are not historical facts are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which include the timing and acceptability of FDA filings and the efficacy and marketability of potential products, involve risks and uncertainties that could cause actual results to differ materially from predicted results. These risks include: delays in obtaining or inability to obtain FDA, institutional review board or other regulatory approvals of preclinical or clinical testing; unfavorable outcomes in our preclinical and clinical testing; the development by others of competing technologies and therapeutics that may have greater efficacy or lower cost; delays in obtaining or inability to obtain FDA or other necessary regulatory approval of our products; our inability to successfully and cost effectively develop or outsource manufacturing and marketing of any products we are able to bring to market; changes in FDA or other regulations that affect our ability to obtain regulatory approval of our products, increase our manufacturing costs or limit our ability to market our products; our inability to raise additional capital in the future needed to fund the continued development of our Chrysalin Product Platform; and other factors discussed in our Form 10-K for the fiscal year ended December 31, 2004, our Form 10-Q for the quarter ended June 30, 2005, and other documents we file with the Securities and Exchange Commission.

 


 

  4
OrthoLogic Corp.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
                                         
    Three months ending     Nine months ending     As a Development  
    September 30,     September 30,     Stage Company  
    2005     2004     2005     2004     8/5/2004 - 9/30/2005  
     
OPERATING EXPENSES
                                       
General and administrative
  $ 1,027     $ 1,226     $ 3,210     $ 2,397     $ 5,088  
Research and development
    7,266       4,803       18,660       12,163       26,740  
CPM divestiture and related gains
    0       (79 )     (250 )     (272 )     (375 )
CBI in process research and development
    0       25,840       0       25,840       25,840  
     
Total operating expenses
    8,293       31,790       21,620       40,128       57,293  
 
                                       
Other income, net
    700       344       1,906       950       2,657  
     
Loss from continuing operations
    (7,593 )     (31,446 )     (19,714 )     (39,178 )     (54,636 )
 
                                       
Income tax benefit
    0       (411 )     (12 )     (705 )     (654 )
     
 
                                       
Net loss from continuing operations
    (7,593 )     (31,035 )     (19,702 )     (38,473 )     (53,982 )
 
                                       
Discontinued operations
                                       
Net gain on the sale of the bone device business, net of taxes of $0, $0, $0, $0, ($363), respectively
    0       1,685       0       1,685       2,048  
     
 
                                       
Net income from discontinued operations
    0       1,685       0       1,685       2,048  
     
 
                                       
NET LOSS
  $ (7,593 )   $ (29,350 )   $ (19,702 )   $ (36,788 )   $ (51,934 )
     
 
                                       
Per Share Information:
                                       
 
                                       
Net loss from continuing operations
                                       
Basic
    ($0.20 )     ($0.85 )     ($0.52 )     ($1.09 )        
             
Diluted
    ($0.20 )     ($0.85 )     ($0.52 )     ($1.09 )        
             
Net income from discontinued operations
                                       
Basic
  $ 0.00     $ 0.05     $ 0.00     $ 0.05          
             
Diluted
  $ 0.00     $ 0.05     $ 0.00     $ 0.05          
             
Net loss
                                       
Basic
    ($0.20 )     ($0.80 )     ($0.52 )     ($1.04 )        
             
Diluted
    ($0.20 )     ($0.80 )     ($0.52 )     ($1.04 )        
             
Basic and diluted shares outstanding
    38,025       36,726       38,019       35,281          
             
See notes to the financial statements

 


 

  5
ORTHOLOGIC CORP.
(A Development Stage Company)
BALANCE SHEETS
(in thousands)
(Unaudited)
                 
    September 30,     December 31,  
    2005     2004  
 
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 29,744     $ 38,377  
Short-term investments
    51,175       53,642  
Prepaids and other current assets
    1,068       1,053  
Escrow receivable, net
    6,942        
     
Total current assets
    88,929       93,072  
 
               
Furniture and equipment, net
    551       478  
Escrow receivable, net
          6,828  
Long-term investments
    2,623       11,558  
Deferred income taxes – non-current
    1,106       1,106  
Trademarks and patents
    2,288       2,142  
     
Total assets
  $ 95,497     $ 115,184  
     
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
 
               
Accounts payable
  $ 1,315     $ 833  
Accrued compensation
    659       648  
Accrued property taxes
    174       114  
Excess space reserve
    99       559  
Accrued clinical
    765       1,236  
Other accrued liabilities
    982       727  
     
Total current liabilities
    3,994       4,117  
Deferred rent and capital lease obligation
    83       137  
Non-current portion of excess space reserve
    111       0  
Other non-current liabilities
    37       0  
     
Total liabilities
    4,225       4,254  
     
 
               
Stockholders’ Equity
               
 
               
Common stock, $.0005 par value; 100,000,000 and 50,000,000 shares authorized; 38,024,742 and 38,011,642 shares issued and outstanding
    19       19  
Additional paid-in capital
    170,949       170,905  
Accumulated deficit
    (79,696 )     (59,994 )
     
Total stockholders’ equity
    91,272       110,930  
     
Total liabilities and stockholders’ equity
  $ 95,497     $ 115,184  
     
See notes to the financial statements

 

EX-99.2 5 p71379exv99w2.htm EXHIBIT 99.2 exv99w2
 

EXHIBIT 99.2
OrthoLogic Corp.
3Q05 Earnings Conference Call
October 25, 2005
4:30pm ET
Operator
Good day everyone, and thank you for joining this OrthoLogic third quarter earnings results conference call. Today’s call is being recorded. For opening remarks and introductions, I would like to turn the conference over to Ms. Melanie Friedman of Stern Investor Relations.
Melanie Friedman — OrthoLogic Corp. — Stern, IR
Good afternoon. Today on this call from OrthoLogic are James Pusey, President and Chief Executive Officer, Jim Ryaby, Senior Vice President and Chief Scientific Officer, and Sherry Sturman, Senior Vice President and Chief Financial Officer.
During today’s call, Sherry will review our financials for the third quarter and our 2005 2005 guidance. Jim will follow will a review of our clinical programs, James will then wrap up with the highlights of the quarter, and then we will take your questions.
Before we begin, I would like to remind you that when we discuss our future expectations, plans, and prospects, our point of reference is how we as a Company think, expect, or believe the future will look based on information available today. No one can predict the future. There are risks that could cause the Company’s actual results to differ materially from these statements. You may review a list and description of these lists in the reports we file periodically with the Securities and Exchange Commission.
I will now turn the call over to Sherry.
Sherry Sturman — OrthoLogic Corp. — SVP, CFO
Thank you, Melanie. I will provide a brief overview of the third quarter starting with the statement of operations ending September 30, 2005. General and administrative expenses were $1 million during the third quarter, compared to $1.2 million in the third quarter 2004. The decrease in administrative expenses from the prior year’s spending is due to the asset acquisition of Chrysalis in the third quarter 2004.
As a reminder, Chrysalis is the company we acquired whose main asset was Chrysalin, our lead compound. Research and development expenses were $7.2 million in the third quarter 2005, compared to $4.8 million during the third quarter the prior year. The increase in spending is directly related to the additional trial costs from the phase 2b trial. The third quarter 2004 includes the $25.8 million of in-process R&D expense, related to the CBI acquisition.
Operating expenses for third quarter were $8.3 million, compared to operating expenses of $31.8 million for the same quarter of the prior year. Which also included the $25.8

 


 

million charge for the CBI asset acquisition during the third quarter of 2004. In the third quarter of 2005, our net loss was $7.6 million, or $0.20 per share, compared to $29.4 million, or $0.80 per share in the third quarter last year. At the end of third quarter, we were on-track to end 2005 within the guidance previously provided for the year.
We have total cash, cash equivalents, and marketable securities of $83.5 million as of September 30th, 2005. We utilized $7.6 million of our cash resources during the third quarter of 2005. We anticipated utilizing a total of approximately $29 million of our cash resources during this fiscal year, which will be offset by the $7 million escrow receivable, which is due to us in November. We will provide financial guidance for 2006 at our fourth quarter conference call in January of 2006.
I will now turn the call over to Jim, who will provide an update on our clinical trials and research program.
Jim Ryaby — OrthoLogic Corp. — SVP, CSO
Thanks, Sherry. Our late-stage Chrysalin development programs in fracture repair and diabetic ulcers continue to progress, and I will discuss those trials in detail today. I will also briefly highlight our preclinical programs. Our lead indication for Chrysalin in accelerated fracture repair, addresses a large underserved market. There are six million fractures in the U.S. per year. The ability to heel fractures more quickly has implications for hospitals, physicians, and patients alike. We are diligently working to advance Chrysalin in fracture repair, with late-stage trials in distal radius or wrist fractures.
As we stated on the second quarter conference call, we completed enrollment of our Phase 3 study of Chrysalin in wrist fractures in the second quarter of this year. We expect to collect data throughout the rest of 2005, and announce the results in the first half of 2006. To review the Phase 3 trial design, the study was a prospective randomized double blind placebo-controlled clinical trial, in patients with displaced and/or unstable distal radius fractures, treated with intra-focal pinning, or external fixation. The trial enrolled a total of 503 patients in 27 active U.S. centers, who received either a single percutaneous injection of Chrysalin at 10 micrograms, or placebo control.
Patients will be followed through preop, surgery and postop, at one to eight weeks on a weekly basis, and then at weeks 10, 12, 26, and 52. The primary endpoint is the time to removal of immobilization, and the secondary end points are radiographic evaluation of healing, range of motion, grip strength, and the patient-rated wrist evaluation outcome instrument. We are also conducting a Phase 2b trial on distal radius fractures that will explore the lower dose range of Chrysalin compared to placebo. Enrollment is on-going in this study with a target enrollment of 500 subjects, in approximately 60 sites in the U.S. and Canada. This is more than twice the number of sites in the Phase 3 study.
To date, we are actively enrolling for more than 45 sites, with all sites planned to be enrolling by the end of this year. Patients will receive a single injection of Chrysalin at either 1, 3, 10, or 30 micrograms, compared to placebo control, and will be followed at the same time points described for patients in the Phase 3 study, with the same follow-up

 


 

increments. On our fourth quarter earnings call, we intend to communicate our forecast for the timing of full enrollment in this 500-patient Phase 2b study.
Now I will move on to our next major program in diabetic foot ulcers. Diabetes has an enormous prevalence in the United States, with upwards of 18 million patients. Despite advances in wound care, diabetic foot ulcers remain an area of critical unmet medical need. They affect 850,000 patients per year with various consequences, and the cost of foot ulcer therapy can be very high.
We are exploring the potential of Chrysalin as a treatment for diabetic foot ulcers, and have found excellent proof of principal results in our phase 1-2 clinical trial. In particular, we found significant effects in the foot ulcer sub-population of 35 patients. This randomized double blind placebo-controlled study enrolled 60 patients in 4 centers. Patients were given twice weekly topical applications of either placebo saline, 1 microgram of Chrysalin, or 10 micrograms of Chrysalin, and all patients received standard of care, including off-loading. From the safety perspective there were no adverse events related to study agent in this study.
In the foot ulcer sub-population the data showed increased 20-week total percentage of closure, of 72% in Chrysalin-treated patients, compared to 33% for patients who received placebo, with a statistically significant P value of 0.05. The meeting in time to closure was significantly decreased by 50% with a P value of 0.03. The linear rate of wound closure nearly doubled, showing a statistically significant increase of 82% in the Chrysalin-treated group compared to the placebo group. Given the statistical significance in dose response trend, these study results are promising, and our next step in this program will be the development of the Phase 2 dosing and efficacy protocol. Implementation will depend on the continued successful development of our gel formulation, and the submission of an amendment to our active IND for this indication.
Now I would like to briefly highlight some of our preclinical programs, starting with cartilage defect repair. This is a first-to-market opportunity, and we have already seen positive cartilage defect repair in animals using Chrysalin. We have a sustained release microsphere formulation in development, and we are currently preparing an IND application for this indication.
From our cardiovascular research, we have seen positive preclinical animal studies including the use of Chrysalin in both rabbit and pig models of myocardial ischemia, where we demonstrated Chrysalin’s potential benefit for a myocardial revascularization indication. We look forward to advancing these preclinical candidates forward.
Now I will turn the call over the James to make his concluding remarks.
James Pusey — OrthoLogic Corp. — President, CEO
Thank you, Jim. Well, as you can see everyone, we are focused here on advancing our lead late-stage programs, and transforming OrthoLogic into a commercialized biotechnology drug development company.

 


 

To prepare for the commercialization of Chrysalin, and further strategic development of OrthoLogic as a Company, we have hired Dana Shinbaum to a Vice President position in Business Development. Dana will be responsible for identifying, evaluating, and negotiating potential end license opportunities, as well as functional, geographic, or therapeutic collaborations with drug developments, and eventually marketing partners. Dana has extensive experience in business development through his positions at Savient Pharmaceuticals, where as a Vice President, he was involved in creating and developing new business opportunities, leading global project teams, and managing product launches.
Most notably, he played an integral part in Savient’s acquisition of U.K.-based Rosemont Pharmaceuticals Ltd., and the divestiture of Savient’s global biologics business. Through this and other professional experiences, Dana has proven his ability to identify and execute strategic business opportunities. We look forward to utilizing his expertise, as we advance the development and commercialization of OrthoLogic.
We continue to be encouraged by the recent positive preclinical data we have seen for Chrysalin. In September we announced the findings from a study in the on-line version of the Journal of Cellular Physiology, which showed that Chrysalin enhances neo-vascularization, or the growth of new blood vessels that have already sprouted, which can be an advantage, for both bone and tissue repair. Chrysalin stimulated new blood vessel sprouts, to grow as much or more than other potent blood vessel growth stimulator, vascular endothelial growth factor, or more commonly known as VEGF.
In addition and in contrast to Chrysalin, fully intact thrombin had had no effect or even inhibited the growth of blood vessel sprouts, suggesting that Chrysalin acts through a non-proteolytic receptor pathway. This study therefore provides further support for our Chrysalin clinical development program, currently underway in fracture repair and diabetic foot ulcer healing.
Before I conclude, I would like to highlight our progress against our goals for the year. We have completed patient enrollment for the Phase 3 fracture repair trial, with the results expected during the first half of 2006. We are also finalizing the gel and controlled-release forms of Chrysalin, to ensure that patients will receive the drug in the most effective manner for the accelerated fracture repair, diabetic foot ulcer, and cartilage defect repair indications. Overall we see great potential for therapeutic peptides.
Our strategy encompasses the identification, development, and successful delivery of such novel compounds. Chrysalin is at the forefront of our strategy, with late stage trials in fracture repair and diabetic foot ulcers. We look forward to updating you on our progress on future calls, and we will now take your questions.
Over to the operator.

 


 

QUESTION AND ANSWER
Operator
Thank you. [OPERATOR INSTRUCTIONS]
Our first question comes from William Plovanic with First Albany Capital.
Brian for Bill Plovanic — First Albany — Analyst
It’s Brian for Bill.
James Pusey — OrthoLogic Corp. — President, CEO
Hi there, Brian.
Brian for Bill Plovanic — First Albany — Analyst
How are you?
James Pusey — OrthoLogic Corp. — President, CEO
Good. Thank you.
Brian for Bill Plovanic — First Albany — Analyst
I have a question regarding, first off, papers and publications. Do you have any upcoming publications that we should be on the lookout?
James Pusey — OrthoLogic Corp. — President, CEO
I’m going to hand that question over to Jim, but while he’s answering, obviously it’s difficult. We have submitted papers, but until we get a definitive response from the peer review journal, it’s difficult for to us commit exactly when those papers will be published, but over to Jim.
Jim Ryaby — OrthoLogic Corp. — SVP, CSO
Yes, I mean, I can only reiterate what James said, Brian. Clearly we have a few manuscripts that are submitted now for publication and peer reviewed journals, and we will also — we have abstracts that have been submitted for presentation at scientific conferences. So clearly once those are accepted for presentation, we will update you as to what meeting that is, and the timing of the meeting.
Brian for Bill Plovanic — First Albany — Analyst
Okay. In terms of filling out other positions, you hired Dana. Are there any other positions that you see that need to be filled out, or are you pretty much at a full slate right now?
James Pusey — OrthoLogic Corp. — President, CEO
Well, I think what we have here is a developing — as we said earlier in the call, biotechnology, fully functional biotechnology company. We’re always looking at that the structure, we’re always looking at the function that we have.

 


 

As the Company gets more complex, I think it would be, you know, it would be inappropriate for me to say, that we’re not going to add any more positions. But we certainly are not planning a massive expansion, based upon where we are at the moment. Everything is on-track, we are delivering on our 2005 goals, and we’re very comfortable from that point of view as a team. Not too comfortable, but comfortable enough.
Brian for Bill Plovanic — First Albany — Analyst
Okay. And, Sherry, can you remind me if you had given guidance for cash use next year?
Sherry Sturman — OrthoLogic Corp. — SVP, CFO
No, what I said, Brian, was that we will be updating after the fourth quarter when we have the conference call, we will be giving both financial and cash projections at that time.
Brian for Bill Plovanic — First Albany — Analyst
Okay. Great. I’ll jump back into queue. Thanks.
Sherry Sturman — OrthoLogic Corp. — SVP, CFO
Thank you.
Operator
Our next question comes from Eric Miller with heart land advisors.
Eric Miller — Heartland Advisors — Analyst
Hi, James, Jim, and Sherry. On the 2005 goals and just refresh my memory, you had, one of those, again, was getting the final formulation, the gel formulation.
James Pusey — OrthoLogic Corp. — President, CEO
That’s correct, yes.
Eric Miller — Heartland Advisors — Analyst
Okay. So you’re very comfortable that’s certainly going to be a by year-end event?
James Pusey — OrthoLogic Corp. — President, CEO
We are on-track at the moment.
Eric Miller — Heartland Advisors — Analyst
How about on the — was it also a goal to initiate an IND on the cartilage, or was that —?
James Pusey — OrthoLogic Corp. — President, CEO
The goal for IND was to pull together all of the elements of the cartilage defect repair IND. Once we have done that, and again, we are on track to do that, obviously that’s an asset that we have to decide what we’re going to do with that asset, and we’ve not yet announced that.

 


 

Just to put things in perspective for everyone clearly we’ve announced what we’re going to do with diabetic foot ulcers.
Eric Miller — Heartland Advisors — Analyst
Okay. In the release, you stated that you expect the enrollment for the Phase 2b to be faster than the Phase 3.
James Pusey — OrthoLogic Corp. — President, CEO
Yes, that’s correct.
Eric Miller — Heartland Advisors — Analyst
What causes that statement? Because my understanding is that there’s been a little more prevalent use of plating, in how you treat distal radius fractures, and that’s what sort of caused this sort of slowdown of Phase 3 at the end there. So, why are we going to see an acceleration on this 2b?
James Pusey — OrthoLogic Corp. — President, CEO
First off, if you look at the number of sites, in the Phase 3 study there were 27 sites in the United States alone, and in the Phase 2b, there are 60 sites in the United States and Canada.
Secondly, in the Phase 3, so I mean, that’s almost a doubling, Eric, of the number of sites.
Eric Miller — Heartland Advisors — Analyst
Okay.
James Pusey — OrthoLogic Corp. — President, CEO
Which means more patients are available for enrollment.
Eric Miller — Heartland Advisors — Analyst
Sure.
James Pusey — OrthoLogic Corp. — President, CEO
In terms of the actual clinical trial investigators, predominantly in the Phase 3 study, they were hand specialists. And that was because we were basically, as you know, moving ahead in a totally new direction for orthopedic surgeons. The removal of the cast earlier than they had ever done before. And in the Phase 2b study, we have expanded away from hand specialists to trauma orthopedic surgeons, and generalist orthopedic surgeons for two reasons.
The first is that they actually see more wrist fracture patients. People that break their wrists, these guys actually handle more of those patients than the hand specialists.
And secondly, from the point of view of spreading the word, actually getting the word about this compound and these studies out to a wider orthopedic audience, is very good

 


 

from the point of view of an eventual launch. So that’s why we have moved ahead in that direction.
Eric Miller — Heartland Advisors — Analyst
Makes sense. Thanks a lot.
Operator
[OPERATOR INSTRUCTIONS] Our next question comes from Justin Cable with B. Riley & Company.
Justin Cable — B.Riley & Co. — Analyst
Good afternoon. I think most of my questions were answered. I guess the one question I might have, is just on the shelf filing, you guys filed with the SEC, any plans to execute on a shelf within the next 12 months, or maybe you can talk about when you might need to start looking at, you know, having to raise money. Because you guys obviously have a pretty cash-rich balance sheet, and should end next year with plenty of cash. But is there some kind of timeframe that you guys have in mind for accessing capital?
James Pusey — OrthoLogic Corp. — President, CEO
I think, I mean, Justin, it’s nice to hear your voice again. In answer sort of specifically to the timing question, we basically plan to be absolutely strategic on the timing of any financings, and as a team, and as a Board, we are very conscious of issues regarding dilution.
I think it’s — I mean, basically, overall, the shelf filing is active for three years, and what does, it is allows us flexibility on the timing of financing, because, as you know, the market changes, and we have to be able to move fast when it changes in the right direction for us.
And, of course, as you heard, there are other strategic initiatives, such as partnering, which we are in discussion at the moment with potential partners, and we will — if we have the shelf filing active, which we do, we will not to have rely on partner revenue as an impetus to enter deals. It gives us a much more strength when we’re sitting around the negotiating table.
Justin Cable — B.Riley & Co. — Analyst
Right. That was going to be my next question. Then, Sherry, the escrow receivable, did you say we should expect to see that collected this quarter?
Sherry Sturman — OrthoLogic Corp. — SVP, CFO
Right. We have indications from the other party, that they intend to release it to us in November.
Justin Cable — B.Riley & Co. — Analyst
Okay. Great. Thank you.

 


 

Sherry Sturman — OrthoLogic Corp. — SVP, CFO
Thanks.
Operator
Our next question is a follow-up question from Eric Miller with Heartland Advisors.
Eric Miller — Heartland Advisors — Analyst
Yes, James. Is is it fair to say that your partnering discussions today, are in more depth than what they may have been, say, six or nine months ago?
James Pusey — OrthoLogic Corp. — President, CEO
Yes that is accurate.
Eric Miller — Heartland Advisors — Analyst
Thanks.
Operator
[OPERATOR INSTRUCTIONS] It appears there are no further questions at this time. I would like to turn the conference back over to our speakers, for any additional or closing remarks.
James Pusey — OrthoLogic Corp. — President, CEO
I think there is another question. Okay. Sorry about that. It’s James here. I was looking at the screen. It looked like there was another question coming up. My apologies, and thank you very much everybody, for attending the call.

 

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