Delaware
|
11-3054851
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
|
Emerging growth company ☐
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value per share
|
BSTC
|
The Nasdaq Capital Market
|
Page
|
||
PART I – FINANCIAL INFORMATION
|
||
ITEM 1.
|
Financial Statements
Unaudited Condensed Consolidated Financial Statements
|
4
|
5
|
||
6
|
||
7
|
||
8
|
||
ITEM 2.
|
20 | |
ITEM 3.
|
25 | |
ITEM 4.
|
25 |
PART II – OTHER INFORMATION
|
||
ITEM 1.
|
26
|
|
ITEM 1A.
|
26
|
|
ITEM 2.
|
28
|
|
ITEM 6.
|
29
|
|
30
|
Item 1. |
Condensed Consolidated Financial Statements
|
March 31,
2020
|
December 31,
2019
|
|||||||
(unaudited)
|
(audited)
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
19,134,304
|
$
|
4,999,183
|
||||
Short term investments
|
85,084,651
|
84,239,918
|
||||||
Accounts receivable
|
17,750,829
|
19,065,919
|
||||||
Prepaid expenses and other current assets
|
898,598
|
966,456
|
||||||
Total current assets
|
122,868,382
|
109,271,476
|
||||||
Long-term investments
|
9,385,996
|
16,569,024
|
||||||
Property and equipment, net
|
68,313
|
-
|
||||||
Operating lease right-of-use asset
|
220,530
|
239,491
|
||||||
Patent costs, net
|
564,301
|
573,277
|
||||||
Other assets
|
139,265
|
-
|
||||||
Total assets
|
$
|
133,246,787
|
$
|
126,653,268
|
||||
Liabilities and stockholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
1,628,515
|
$
|
998,409
|
||||
Income tax payable
|
1,640,478
|
354,984
|
||||||
Current portion of lease obligation
|
77,358
|
69,099
|
||||||
3,346,351
|
1,422,492
|
|||||||
Lease obligation
|
146,994
|
167,014
|
||||||
Deferred tax liability, net
|
484,259
|
572,660
|
||||||
Total liabilities
|
3,977,604
|
2,162,166
|
||||||
Commitments and Contingencies
|
||||||||
Stockholders’ equity:
|
||||||||
Series A Preferred stock, $.50 par value, 700,000 shares authorized; none outstanding
|
-
|
-
|
||||||
Common stock, $.001 par value; 10,000,000 shares authorized; 7,815,230 and 7,813,230 shares issued, 7,337,511 and 7,339,578 shares outstanding as of March 31, 2020 and December 31, 2019,
respectively
|
7,815
|
7,813
|
||||||
Additional paid-in capital
|
39,856,101
|
39,355,797
|
||||||
Retained earnings
|
101,145,333
|
96,646,527
|
||||||
Treasury stock, 477,720 and 473,653 shares at cost as of March 31, 2020 and December 31, 2019, respectively
|
(11,740,066
|
)
|
(11,519,035
|
)
|
||||
Total stockholders’ equity
|
129,269,183
|
124,491,102
|
||||||
Total liabilities and stockholders’ equity
|
$
|
133,246,787
|
$
|
126,653,268
|
Three Months Ended
March 31,
|
||||||||
2020
|
2019
|
|||||||
Revenues:
|
||||||||
Royalties
|
$
|
9,668,667
|
$
|
8,129,141
|
||||
Total Revenues
|
9,668,667
|
8,129,141
|
||||||
Costs and expenses:
|
||||||||
Research and development
|
121,970
|
149,536
|
||||||
General and administrative
|
3,168,046
|
2,907,160
|
||||||
Restructuring charges
|
1,146,045
|
-
|
||||||
Total Costs and Expenses
|
4,436,061
|
3,056,696
|
||||||
Operating income
|
5,232,606
|
5,072,445
|
||||||
Other income:
|
||||||||
Interest income
|
479,709
|
449,425
|
||||||
Income before income tax expense
|
5,712,315
|
5,521,870
|
||||||
Provision for income tax expense
|
(1,213,509
|
)
|
(1,105,275
|
)
|
||||
Net income
|
$
|
4,498,806
|
$
|
4,416,595
|
||||
Basic net income per share
|
$
|
0.61
|
$
|
0.61
|
||||
Diluted net income per share
|
$
|
0.61
|
$
|
0.60
|
||||
Shares used in computation of basic net income per share
|
7,337,668
|
7,276,885
|
||||||
Shares used in computation of diluted net income per share
|
7,361,533
|
7,338,128
|
|
Common Stock
|
|
|
|||||||||||||||||||||
Shares
Amount
|
Additional
Paid in
Capital
|
Retained
Earnings
|
Treasury
Stock
|
Stockholders’
Equity
Total
|
||||||||||||||||||||
Balances - December 31, 2018
|
7,738,167
|
$
|
7,738
|
$
|
36,302,446
|
$
|
72,176,719
|
$
|
(10,898,383
|
)
|
$
|
97,588,520
|
||||||||||||
Issuance of common stock upon stock option exercise
|
2,000
|
2
|
58,418
|
-
|
-
|
58,420
|
||||||||||||||||||
Stock compensation expense
|
-
|
-
|
141,788
|
-
|
-
|
141,788
|
||||||||||||||||||
Net income
|
-
|
-
|
-
|
4,416,595
|
-
|
4,416,595
|
||||||||||||||||||
Balances – March 31, 2019
|
7,740,167
|
$
|
7,740
|
$
|
36,502,652
|
$
|
76,593,314
|
$
|
(10,898,383
|
)
|
$
|
102,205,323
|
|
Common Stock
|
|
|
|||||||||||||||||||||
Shares Amount
|
Additional
Paid in
Capital
|
Retained
Earnings
|
Treasury
Stock
|
Stockholders’
Equity
Total
|
||||||||||||||||||||
Balances - December 31, 2019
|
7,813,230
|
$
|
7,813
|
$
|
39,355,797
|
$
|
96,646,527
|
$
|
(11,519,035
|
)
|
$
|
124,491,102
|
||||||||||||
Stock compensation expense
|
-
|
-
|
500,306
|
-
|
-
|
500,306
|
||||||||||||||||||
Issuance of common stock upon vesting of RSUs
|
2,000
|
2
|
(2
|
)
|
-
|
-
|
-
|
|||||||||||||||||
Repurchases of common stock
|
-
|
-
|
-
|
-
|
(221,031
|
)
|
(221,031
|
)
|
||||||||||||||||
Net income
|
-
|
-
|
-
|
4,498,806
|
-
|
4,498,806
|
||||||||||||||||||
Balances – March 31, 2020
|
7,815,230
|
$
|
7,815
|
$
|
39,856,101
|
$
|
101,145,333
|
$
|
(11,740,066
|
)
|
$
|
129,269,183
|
Three Months Ended
March 31,
|
||||||||
Cash flows from operating activities:
|
2020
|
2019
|
||||||
Net income
|
$
|
4,498,806
|
$
|
4,416,595
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
22,234
|
203,731
|
||||||
Stock-based compensation expense
|
500,306
|
141,788
|
||||||
Deferred tax expense (credit)
|
(88,401
|
)
|
-
|
|||||
Non-cash lease expense
|
18,961
|
-
|
||||||
(Accretion) amortization of bond (discount) premium
|
132,663
|
(50,470
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
1,315,090
|
41,897
|
||||||
Income tax payable
|
1,285,494
|
1,097,913
|
||||||
Prepaid expenses and other current assets
|
(71,408
|
)
|
42,359
|
|||||
Patent costs
|
(12,101
|
)
|
-
|
|||||
Accounts payable and accrued expenses
|
630,107
|
146,073
|
||||||
Lease obligation
|
(11,761
|
)
|
-
|
|||||
Net cash provided by operating activities
|
8,219,990
|
6,039,886
|
||||||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(69,470
|
)
|
-
|
|||||
Maturities of marketable investments
|
35,263,937
|
20,152,229
|
||||||
Purchases of marketable investments
|
(29,058,305
|
)
|
(21,829,557
|
)
|
||||
Net cash provided by (used in) investing activities
|
6,136,162
|
(1,677,328
|
)
|
|||||
Cash flows from financing activities:
|
||||||||
Proceeds from stock option exercises
|
-
|
58,420
|
||||||
Payments for repurchase of common stock
|
(221,031
|
)
|
-
|
|||||
Net cash (used in) provided by financing activities
|
(221,031
|
)
|
58,420
|
|||||
Increase in cash and cash equivalents
|
14,135,121
|
4,420,978
|
||||||
Cash and cash equivalents at beginning of year
|
4,999,183
|
13,176,452
|
||||||
Cash and cash equivalents at end of period
|
$
|
19,134,304
|
$
|
17,597,430
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
-
|
-
|
||||||
Taxes
|
$
|
16,416
|
$
|
7,362
|
|
Maturities as of
March 31, 2020
|
Maturities as of
December 31, 2019
|
||||||||||||||
|
1 Year or
Less
|
Greater than 1
Year
|
1 Year or
Less
|
Greater than 1
Year
|
||||||||||||
Municipal bonds
|
$
|
8,749,716
|
$
|
-
|
$
|
11,341,249
|
$
|
-
|
||||||||
Government agency bonds
|
3,423,351
|
3,242,692
|
11,950,738
|
6,231,804
|
||||||||||||
US Treasury bonds
|
6,027,090
|
-
|
-
|
-
|
||||||||||||
Corporate bonds
|
62,633,006
|
3,636,086
|
57,321,784
|
6,675,958
|
||||||||||||
Certificates of deposit
|
4,251,488
|
2,507,218
|
3,626,147
|
3,661,262
|
||||||||||||
Total
|
$
|
85,084,651
|
$
|
9,385,996
|
$
|
84,239,918
|
$
|
16,569,024
|
March 31, 2020
|
Type of Instrument
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Cash equivalents
|
Institutional Money Market
|
$
|
8,456,598
|
$
|
8,456,598
|
$
|
-
|
$
|
-
|
|||||||||
Investments
|
Certificates of Deposit
|
6,758,706
|
6,758,706
|
-
|
-
|
|||||||||||||
Cash equivalents
|
Municipal Bonds
|
1,003,616
|
-
|
1,003,616
|
-
|
|||||||||||||
Investments
|
Municipal Bonds
|
8,749,716
|
-
|
8,749,716
|
-
|
|||||||||||||
Investments
|
Government Agency Bonds
|
6,666,043
|
-
|
6,666,043
|
-
|
|||||||||||||
Investments
|
US Treasury Bonds
|
6,027,090
|
-
|
6,027,090
|
-
|
|||||||||||||
Cash equivalents
|
Corporate Bonds
|
5,075,742
|
-
|
5,075,742
|
-
|
|||||||||||||
Investments
|
Corporate Bonds
|
66,269,092
|
-
|
66,269,092
|
-
|
December 31, 2019
|
Type of Instrument
|
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Cash equivalents
|
Institutional Money Market
|
$
|
950,658
|
$
|
950,658
|
$
|
-
|
$
|
-
|
|||||||||
Investments
|
Certificates of Deposit
|
7,287,409
|
7,287,409
|
-
|
-
|
|||||||||||||
Investments
|
Municipal Bonds
|
11,341,249
|
-
|
11,341,249
|
-
|
|||||||||||||
Investments
|
Government Agency Bonds
|
18,182,542
|
-
|
18,182,542
|
-
|
|||||||||||||
Investments
|
Corporate Bonds
|
63,997,742
|
-
|
63,997,742
|
-
|
Restricted Stock
|
Weighted-Average Grant Date Fair Value Per
Share
|
|||||||
Nonvested at December 31, 2019
|
10,450
|
$
|
60.47
|
|||||
Granted
|
1,000
|
50.51
|
||||||
Vested
|
(2,000
|
)
|
53.69
|
|||||
Forfeited
|
-
|
|||||||
Nonvested at March 31, 2020
|
9,450
|
$
|
60.85
|
|
Three Months Ended
March 31, 2020
|
||
Risk-free interest rate
|
0.70% - 1.61%
|
|
|
Expected term of option
|
5.5 - 6.25 years
|
||
Expected stock price volatility
|
39.5% - 40.6%
|
|
|
Expected dividend yield
|
$
|
0.0
|
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Term
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Outstanding at December 31, 2019
|
189,187
|
$
|
46.79
|
8.62
|
$
|
1.920,684
|
||||||||||
Grants
|
30,000
|
56.11
|
-
|
-
|
||||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Forfeited
|
(37,500
|
)
|
57.48
|
-
|
-
|
|||||||||||
Outstanding at March 31, 2020
|
181,687
|
$
|
46.12
|
7.49
|
$
|
1,898,560
|
||||||||||
Exercisable at March 31, 2020
|
54,187
|
$
|
39.74
|
2.69
|
$
|
911,735
|
March 31, 2020
|
December 31, 2019
|
|||||||
2020
|
$
|
61,815
|
$
|
75,352
|
||||
2021
|
84,893
|
84,893
|
||||||
2022
|
87,428
|
87,428
|
||||||
Total lease payments
|
234,136
|
247,673
|
||||||
Less: interest
|
(9,784
|
)
|
(11,560
|
)
|
||||
Total lease obligation
|
$
|
224,352
|
$
|
236,113
|
March 31,
2020
|
December 31,
2019
|
|||||||
Trade accounts payable
|
$
|
216,453
|
$
|
197,077
|
||||
Accrued legal and other professional fees
|
333,558
|
330,787
|
||||||
Accrued payroll and related costs
|
18,293
|
209,330
|
||||||
Third party royalties
|
169,000
|
228,000
|
||||||
Restructuring accrual (See Note 7)
|
866,377
|
-
|
||||||
Other accruals
|
24,834
|
33,215
|
||||||
Total
|
$
|
1,628,515
|
$
|
998,409
|
March 31,
2020
|
December 31,
2019
|
|||||||
Patents
|
$
|
1,284,725
|
$
|
1,272,625
|
||||
Accumulated amortization
|
(720,424
|
)
|
(699,348
|
)
|
||||
$
|
564,301
|
$
|
573,277
|
Three Months Ended
March 31,
|
||||
2020
|
||||
Restructuring accrual, January 1, 2020
|
$
|
-
|
||
Termination costs
|
1,070,024
|
|||
Facility exit costs
|
76,020
|
|||
Payments
|
(89,235
|
)
|
||
Stock compensation expense charged to additional paid-in-capital
|
(190,432
|
)
|
||
Restructuring accrual, March 31, 2020
|
$
|
866,377
|
|
• |
Endo has filed a biologics license application for CCH for the treatment of cellulite with the FDA. The Prescription Drug User Fee Act date for CCH for the treatment of cellulite is expected to be
July 6, 2020, with a postponed commercial launch now anticipated to be in the first quarter of 2021. This delay decision was made as a result of the anticipated impact of COVID-19 on medical aesthetics physician office closures and a related
decline in consumer spending.
|
|
• |
Endo expects to initiate studies in adhesive capsulitis and plantar fibromatosis in the second half of 2020. Adhesive capsulitis, also known as frozen shoulder, is an inflammation and thickening of the shoulder capsule due to collagen
which causes decreased motion in the shoulder. Plantar fibromatosis is a non-malignant thickening of the feet’s deep connective tissue or fascia. There are currently no FDA-approved pharmaceutical therapies available to treat either
condition.
|
|
• |
the nature, timing, and estimated costs of the efforts necessary to complete the development of our drug candidate projects;
|
|
• |
the anticipated completion dates for such drug candidate projects;
|
|
• |
the scope, rate of progress, and cost of such clinical trials that we may commence in the future with respect to such drug candidate projects;
|
|
• |
the scope, rate of progress of preclinical studies, and other R&D activities related to such drug candidate projects;
|
|
• |
clinical trial results for such drug candidate projects;
|
|
• |
the cost of filing, prosecuting, defending, and enforcing any patent claims and other intellectual property rights relating to such drug candidate projects;
|
|
• |
the terms and timing of any strategic alliance, licensing, and other arrangements that we have or may establish in the future relating to our drug candidate projects;
|
|
• |
costs relating to future product opportunities;
|
|
• |
the cost and timing of regulatory approvals with respect to such drug candidate projects; and
|
|
• |
the cost of establishing clinical supplies for our drug candidate projects.
|
|
• |
Our future clinical trial plans, specifically with respect to uterine fibroids;
|
|
• |
Endo’s development programs for the CCH treatment of plantar fibromatosis and adhesive capsulitis;
|
|
• |
Endo’s commercialization and launch of CCH treatment for cellulite; and
|
|
• |
Endo’s ability to manufacture, market, and sell XIAFLEX® with respect to DC and PD.
|
Period
|
Total Number
of Shares
Purchased (1)
|
Average
Price Paid
Per Share (2)
|
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plan
|
Maximum
Number (or
Dollar Value) of
Shares that May
Yet be Purchased
under the Plan(3)
|
|||||||||||
Remaining balance as of December 31, 2019
|
$
|
3,379,349
|
|||||||||||||
January 1, 2020 – January 31, 2020
|
1,709
|
$
|
56.66
|
13,096
|
3,282,509
|
||||||||||
February 1, 2020 – February 29, 2020
|
848
|
$
|
61.39
|
13,944
|
3,230,446
|
||||||||||
March 1, 2020 – March 31, 2020
|
1,510
|
$
|
47.77
|
15,454
|
$
|
3,158,318
|
|||||||||
Total
|
4,067
|
(1) |
The purchases were made in open-market transactions in compliance with Exchange Act Rule 10b-18 or under the company’s 10b-18 plan.
|
(2) |
Includes commissions paid, if any, related to the stock repurchase transactions.
|
(3) |
On May 23, 2019, we announced that our Board of Directors had authorized the repurchase of up to $4.0 million of our common stock under the stock repurchase program, which program is not subject to an expiration
date.
|
Certificate of Designation of Series C Junior Participating Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed April 10, 2020 (File No. 001-34236))
|
||
Rights Agreement, dated as of April 10, 2020, by and between the Company and Worldwide Stock Transfer, LLC, as rights agent (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed April 10, 2020 (File
No. 001-34236))
|
||
Employment Letter Agreement, dated January 6, 2020, by and between the Company and Patrick Hutchison (incorporated by reference to Exhibit 10.30 of the Company’s Annual Report on Form 10-K filed March 16, 2020 (File No. 001-34236))
|
||
Separation of Employment Agreement and General Release, dated March 31, 2020, by and between the Company and Patrick Caldwell
|
||
Separation of Employment Agreement and General Release, dated April 6, 2020, by and between the Company and J. Kevin Buchi
|
||
Letter Agreement, dated April 6, 2020, by and between the Company and Joseph Truitt
|
||
Employment Agreement, dated May 7, 2020, by and between the Company and Joseph Truitt
|
||
10.6*
|
Confidentiality and Inventions Assignment Agreement, dated April 1, 2020, by and
between the Company and Joseph Truitt
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
||
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002
|
BIOSPECIFICS TECHNOLOGIES CORP.
|
||
(Registrant)
|
||
Date: May 11, 2020
|
/s/ Joseph Truitt
|
|
Joseph Truitt
|
||
Chief Executive Officer and Principal Executive Officer
|
|
a. |
Severance Payment. No later than thirty (30) days after the Effective Date of this Agreement (as defined below), the Company will pay you
a lump sum severance payment of Three Hundred Sixty Thousand and 00/100 Dollars ($360,000), representing twelve (12) months of your fees as of the Last Day of Services.
|
|
b. |
Treatment of Equity. Upon your termination of service with the Company, 100% of your unvested and outstanding restricted stock units
granted pursuant to the Company’s 2019 Omnibus Incentive Compensation Plan (the “Equity Plan”) shall immediately vest (the “Accelerated RSUs”). Pursuant to the terms of your Consulting Agreement, the remaining 500 restricted stock units
that are scheduled to be granted to you on April 1, 2020, shall be granted immediately prior to your termination of service with the Company and shall be 100% vested upon such termination of service (the “Accelerated RSU Grant”). Except as
provided herein, the Accelerated RSUs and the Accelerated RSU Grant shall otherwise remain subject to the applicable terms and conditions of the Equity Plan and the applicable restricted stock unit award agreement.
|
|
a. |
In consideration of the severance benefits set forth in Paragraph 2, to the fullest extent permitted by law you waive, release and forever discharge the Company, Advance Biofactures Corp., and each of their respective past and current
parents, subsidiaries, affiliates, and each of its and their respective past and current directors, officers, members, trustees, employees, representatives, agents, attorneys, employee benefit plans and such plans’ administrators,
fiduciaries, trustees, recordkeepers and service providers, and each of its and their respective successors and assigns, each and all of them in their personal and representative capacities (collectively the “Company Releasees”) from any and
all claims legally capable of being waived, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to
any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort, law of trust or pursuant to federal, state or local statute, regulation, ordinance or common law, which you now have, ever
have had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to you, from the beginning of time until the date of execution of this Agreement, including without limitation such claims arising
out of or relating in any way to the Consulting Agreement, your provision of services to the Company or the termination thereof (the “Released Claims”).
|
|
b. |
You also agree that you waive any right to bring, maintain, or participate in a class action, collective action, or representative action against the Company and/or the Company Releasees to the fullest extent permitted by law. You agree
that you may not serve as a representative of a class action, collective action, or representative action, may not participate as a member of a class action, collective action, or representative action, and may not recover any relief from a
class action, collective action, or representative action. You further agree that if you are included within a class action, collective action, or representative action, you will take all steps necessary to opt-out of the action or refrain
from opting in, as the case may be. You are not waiving any right to challenge the validity of this Paragraph 4(b) on any grounds that may exist in law and equity. However, the Company and the Company Releasees reserve the right to attempt
to enforce this Agreement, including this Paragraph 4(b), in any appropriate forum.
|
|
c. |
You hereby represent and warrant that you are not aware of any claims you have or might have against the Company and/or the Company Releasees that are not included in the Released Claims. Moreover, you acknowledge that you have not made
any claims or allegations, the factual foundation for which involves discrimination, retaliation, sexual harassment or sexual assault or abuse.
|
|
d. |
Notwithstanding the generality of the foregoing, and notwithstanding your agreement and acknowledgment that, as an independent contractor to, and not an employee of, the Company you are unable to assert claims under statutes that provide
rights to employees, out of an abundance of caution nothing herein constitutes a release or waiver by you of, or prevents you from making or asserting: (i) any claim or right you may have under COBRA; (ii) any claim or right you may have for
unemployment insurance or workers’ compensation benefits (other than for retaliation under workers’ compensation laws); (iii) any claim to vested benefits under the written terms of a qualified employee pension benefit plan; (iv) any medical
claim incurred during your engagement that is payable under applicable medical plans or an employer-insured liability plan; and further, nothing herein constitutes a release or waiver by you of, or prevents you from making or asserting (v)
any claim or right that may arise after the execution of this Agreement; (vi) any claim or right you may have under this Agreement; or (vii) any claim that is not otherwise waivable under applicable law.
|
a.
|
You recognize that during your affiliation with the Company, the Company provided you with, and you had access to, information of substantial value to the Company, which is not otherwise generally known in
the trade, and which gives the Company an advantage over its competitors who do not know or use it, including but not limited to Proprietary Information (defined below). You acknowledge that the Company expended substantial time and money
to create, acquire, gather and maintain the confidentiality of its Proprietary Information, and that it would take significant time and money to acquire and duplicate this Proprietary Information. You represent that at all times during
your engagement with the Company you held, and you covenant and agree that at all times after your engagement with the Company you will hold, in strictest confidence and you have not and you will not disclose, use, lecture upon, or publish
any of the Company’s Proprietary Information (defined below), except as permitted in Paragraph 9 of this Agreement, unless an officer or other authorized representative of the Company expressly authorizes such in writing. You will obtain
the Company’s prior written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to your work for the Company or incorporates any Proprietary Information. Notwithstanding the
foregoing, disclosure of any Proprietary Information shall not be prohibited if such disclosure is directly related to a valid and existing order of a court or other governmental body or agency within the United States; provided, however,
that you shall have first given prompt notice to the Company of any possible or prospective order and the Company shall have been afforded a reasonable opportunity to prevent or limit any such disclosure. You hereby assign to the Company
any rights you may have or acquire in any Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns.
|
b.
|
The term “Proprietary Information” means any and all confidential or proprietary knowledge, data or information of the Company, Advance Biofactures Corp. or any of their subsidiaries or controlled
affiliates. By way of illustration but not limitation, “Proprietary Information” includes: (a) developments, inventions, ideas, data, programs, other works of authorship, designs and techniques, trade secrets, mask works, processes,
formulas, source and object codes, algorithms, compositions of matter, methods (including, without limitation, methods of use or delivery), know-how, technology, improvements and discoveries (hereinafter collectively referred to as
“Inventions”); (b) information regarding plans for research, development, new services or products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, clients, customers, and
suppliers; and (c) information regarding the skills and compensation of the employees and/or consultants of the Company or any of its subsidiaries or controlled affiliates. For purposes of this Agreement, the term “Proprietary Information”
shall not include information which is or becomes publicly available without breach of: (i) this Agreement; (ii) any other agreement or instrument to which the Company or any of its subsidiaries or controlled affiliates is a party or a
beneficiary; or (iii) any duty owed to the Company or any of its subsidiaries or controlled affiliates by you or by any third party; provided, however, that if you shall seek to disclose, use, lecture upon, or publish any Proprietary
Information, you shall bear the burden of proving that any such information shall have become publicly available without any such breach.
|
c.
|
You understand that during your engagement with the Company, the Company received from third parties confidential or proprietary information (“Third Party Information”) subject to a duty to maintain the
confidentiality of such information and to use it only for certain limited purposes. You represent that at all times during your engagement with the Company you held, and you covenant and agree that at all times after your engagement with
the Company you will hold, Third Party Information in the strictest confidence and that you have not, and will not, disclose to anyone (other than personnel of the Company or any of its subsidiaries or controlled affiliates who need to know
such information in connection with their work for the Company or any of its subsidiaries or controlled affiliates) or use, Third Party Information unless expressly authorized by an officer or other authorized representative of the Company
in writing. You hereby assign to the Company any rights you may have in any Third Party Proprietary Information.
|
|
a. |
Nothing in this Agreement prohibits or prevents you from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before the U.S. Equal Employment Opportunity Commission or a
similar agency enforcing federal, state or local anti-discrimination laws. However, to the maximum extent permitted by law, you agree that if such an administrative claim or charge is made to such an anti-discrimination agency, you shall not
be entitled to recover any individual monetary relief or other individual remedies in connection with such claim or charge, and in the event you obtain such monetary relief the Company will be entitled to an offset for the payments made
pursuant to this Agreement. In addition, nothing in this Agreement restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to,
reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including without limitation, the U.S. Department of
Labor, the National Labor Relations Board, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Commodities Futures Trading Commission, the Financial Industry Regulatory Authority, the Occupational Safety and
Health Administration, the U.S. Congress, any other federal, state, or local government agency or commission, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the
whistleblower provisions of federal, state, or local law or regulation. You do not need the prior authorization of the Company to engage in conduct protected by this paragraph, and you do not need to notify the Company that you have engaged
in such conduct. This agreement does not limit your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of the law. You recognize and agree that, in connection with
any such activity outlined above, you must inform the Regulators, your attorney, a court or a government official that the information you are providing is confidential. Despite the foregoing, you are not permitted to reveal to any
third-party, including any governmental, law enforcement, or regulatory authority, information you came to learn during the course of your engagement with the Company that is protected from disclosure by any applicable privilege, including
but not limited to the attorney-client privilege and/or attorney work product doctrine. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work
product, and other privileged information.
|
|
b. |
Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (1) in confidence
to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made to your attorney in relation to a
lawsuit for retaliation against you for reporting a suspected violation of law; or (iii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nor does this Agreement require you
to obtain prior authorization from the Company before engaging in any conduct described in this paragraph, or to notify the Company that you have engaged in any such conduct
|
|
a. |
you have been provided at least forty-five (45) calendar days to review and consider this Agreement (and its Exhibits) and, if you knowingly and voluntarily choose to do so, you may accept the terms of this Agreement before the forty-five
(45) day consideration period has expired, but under no circumstances should you sign this Agreement prior to your Last Day of Services;
|
|
b. |
you agree that changes to the Company’s offer contained in this Agreement, whether material or immaterial, will not re-start the forty-five (45) day consideration period provided for above;
|
|
c. |
you may revoke this Agreement within seven (7) calendar days of signing this document by giving written notice to the undersigned. Any revocation must be submitted in writing, and state: “I hereby revoke my acceptance of our agreement” or
words to that effect. The revocation must be personally delivered to, or mailed to the undersigned and postmarked within seven (7) calendar days after you sign this Agreement;
|
|
d. |
the Company advises you to consult with an attorney of your choice prior to signing this Agreement;
|
|
e. |
you fully understand the significance of all of the terms and conditions of this Agreement (and its Exhibits);
|
|
f. |
in accordance with the OWBPA, you have received (as Exhibit A hereto) a listing of the ages and titles of the employees in your decisional unit who were selected for termination and eligible to receive severance payments and benefits in
exchange for signing an Agreement and General Release, and employees who were not selected for termination and not eligible to receive severance payments and benefits in exchange for signing an Agreement and General Release; and
|
|
g. |
you are signing this Agreement voluntarily and of your own free will and agree to all of the terms and conditions contained in it.
|
BIOSPECIFICS TECHNOLOGIES CORP.
|
|
/s/ Patrick Caldwell
|
/s/ J. Kevin Buchi
|
Employee Signature
|
J. Kevin Buchi
|
Chief Executive Officer
|
|
Patrick Caldwell
|
|
Print Name
|
|
4/3/2020
|
3/23/2020
|
Date
|
Date
|
|
• |
you read this Agreement and you understand it;
|
|
• |
you are signing this Agreement voluntarily in order to release your claims against the Company and the Employer in exchange for payment that is greater than you would otherwise have received;
|
|
• |
you are signing this Agreement after the date of your separation from the Company and the Employer; and you were offered at least twenty-one (21) days to consider your choice to sign this Agreement;
|
|
• |
the Company and the Employer advise you to consult with an attorney;
|
|
• |
you know that you can revoke this Agreement within seven (7) days of signing it and that the Agreement does not become effective until that seven-day period has passed. To revoke, contact Jenn Chao at ____________; and
|
|
• |
you agree that changes to this Agreement before its execution, whether material or immaterial, do not restart your time to review this Agreement.
|
Employee: /s/ J. Kevin Buchi
|
Date: April 6, 2020
|
Employer: /s/ Jennifer Chao
|
Date: April 6, 2020
|
Name: Jennifer Chao
|
|
Title: Attorney-in-Fact
|
|
Company: /s/ Jennifer Chao
|
Date: April 6, 2020
|
Name: Jennifer Chao
|
|
Title: Chairperson of the Board of Directors
|
Joseph E. Truitt
|
|
|
|
|
Position:
|
Interim Chief Executive Officer (“Interim CEO”)
|
Reporting to:
|
Board of Directors
|
Start Date:
|
April 7, 2020
|
Location:
|
It is expected that you will work primarily out of the Company’s office in Wilmington, DE, subject to working remotely during any mandated period, and you may be
required to travel as part of your position.
|
Term:
|
From the Start Date, your position as Interim CEO shall continue until the earlier of (a) three (3) months after the Start Date; and (b) the date on which a
permanent Chief Executive Officer commences employment with the Company (the “Interim Term”). Notwithstanding the foregoing, your employment is “at will,” and may be terminated by you or the Company at any time with or without cause and with
or without advance notice. We ask, however, that you provide the Company with as much advance written notice as possible in the event that you intend to resign your employment.
|
Board Service:
|
While you serve as Interim CEO, you will also serve on the Company’s Board of Directors (the “Board”) as an Executive Director. During this period you will not
receive any additional compensation for your service on the Board.
|
In the event that, following your service as Interim CEO, you remain on the Board as an independent non-executive director, you shall be eligible to earn equity and
cash compensation as earned by similarly situated members of the Board and in accordance with the Company’s Board compensation practices.
|
Compensation:
|
For your service as Interim CEO, the Company shall pay you the total amount of Two Hundred Fifty Thousand Dollars and No Cents ($250,000.00) (the “Total Interim CEO
Compensation”), which shall be paid at the rate of Eighty Three Thousand Thirty-Three Dollars and Thirty-Three Cents ($83,333.33) for each of the three (3) months in which you serve as Interim CEO. Your position is classified as exempt from
overtime. You will be paid in regular periodic payments, less applicable deductions and withholdings, in accordance with the Company’s regular payroll practices.
|
Representations and Contingencies:
|
This offer is contingent on your representation that you are free to accept employment with BioSpecifics without any contractual restrictions, express or implied,
of any kind (including, without limitation, any confidentiality, non-competition agreement or any other similar type of restriction that may affect your ability to devote full time and attention to your work at the Company).
|
This offer is also conditioned on you not having been, and by signing below you represent and warrant that you have not been, debarred or received notice of any
action or threat with respect to debarment under the provisions of the Generic Drug Enforcement Act of 1992, 21 U.S.C. § 335(a) or any similar legislation applicable in the U.S. or in any other country where the Company intends to develop its
activities.
|
|
This offer is also contingent on your agreement to the Company’s Confidentiality and Inventions Assignment Agreement (the “Confidentiality Agreement”), which you
will be provided with and required to sign upon commencement of your employment.
|
|
Compliance:
|
You are required to familiarize yourself with and adhere to, all Company policies which may be in effect from time to time. Failure to comply with all such
policies and procedures shall be grounds for disciplinary action by the Company, up to and including termination of employment.
|
Termination Without Cause:
|
If the Company terminates your employment without Cause (as defined below) prior to the end of the Interim Term, the Company shall pay you any earned but unpaid
portion of the Total Interim CEO Compensation through the date of termination, less standard deductions and withholdings. In addition, if you: (i) furnish to the Company an executed waiver and general release of claims in a form to be
provided to you by the Company (a “Release”), (ii) allow the Release to become effective in accordance with its terms, and (iii) otherwise comply with the Release, then the Company will pay you the unpaid balance of the Total Interim CEO
Compensation, less standard deductions and withholdings, through the date that is three (3) months after the Start Date (the “Severance Amount”).
|
“Cause” shall mean the occurrence of any of the following, your: (1) breach of a material term of this letter agreement or any confidentiality or inventions assignment agreement with the Company; (2)
commission of an act of fraud, embezzlement, theft, or material dishonesty; (3) willful engagement in conduct that causes, or is likely to cause, material damage to the property or reputation of the Company; (4) failure to perform
satisfactorily the material duties of your position (other than by reason of disability) after receipt of a written warning from the Company; (5) commission of a felony or any crime of moral turpitude; or (6) material failure to comply with
the Company’s code of conduct or employment policies.
|
|
Other Termination:
|
If you resign from employment with the Company at any time or the Company terminates your employment at any time for Cause or due to death or Disability (as defined
below), the Company shall pay you any earned but unpaid portion of the Total Interim CEO Compensation through the date of such resignation or termination, less standard deductions and withholdings. The Company shall thereafter have no
further obligations to you, except as may otherwise be required by law.
|
“Disability” shall mean your inability to perform your
duties and responsibilities hereunder, with or without reasonable accommodation, due to any physical or mental illness or incapacity, which condition has continued for a period of one hundred eighty (180) days (including weekends and
holidays) in any consecutive three hundred sixty-five (365) day period.
|
|
Resignation From all Positions:
|
You agree that, effective as of the date of any resignation or termination of your employment, you shall be deemed to have resigned, as of the date of such
resignation or termination, from all Company-related positions, including as an officer and director of the Company and its parents, subsidiaries and affiliates.
|
Section 409A:
|
To the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), any severance to which you are otherwise entitled pursuant to
this offer letter shall be (i) reduced by amounts outstanding under any indebtedness, obligations or liabilities owed by you to the Company; (ii) paid in lieu of any severance pay or benefits under any other severance pay plan, program, or
policy of the Company, and (iii) reduced and offset by any severance pay or benefits, or similar amounts, payable to you due to your termination of employment under any labor, social or other governmental plan, program, law or policy, and
should such other payments or benefits described above be payable, the Severance Amount shall be reduced accordingly or, alternatively, payments of Severance Amounts previously made or provided will be treated as having been paid or provided
to satisfy such other obligations.
|
Each installment payment provided under this letter shall at all times be considered a separate and distinct payment for purposes of Section 409A of the Code.
Notwithstanding anything in this letter to the contrary, to the extent required to avoid a prohibited distribution under Section 409A of the Code, the benefits provided under this letter will not be provided to you until the earlier of (a)
the expiration of the six-month period measured from the date of termination of your employment with the Company or (b) the date of your death. Upon the first business day after expiration of the relevant period, all payments delayed pursuant
to the preceding sentence will be paid in a lump sum and any remaining payments due will be paid as otherwise provided herein. In no event may you, directly or indirectly, designated the calendar year of any payment to be made to you under
this letter, to the extent such payment is subject to Section 409A of the Code. The Company makes no representations or warranty and shall have no liability to you or any other person if any provisions of this letter are determined to
constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, Section 409A of the Code.
|
|
Agreement to Arbitrate Claims:
|
Except as otherwise set forth in this Agreement in connection with equitable remedies, any dispute, claim or controversy arising out of or relating to this
Agreement or the Executive’s employment with the Company (collectively, “Disputes”), including, without limitation, any dispute, claim or controversy concerning the validity, enforceability, breach or termination of this Agreement, if not
resolved by the parties, shall be finally settled by arbitration in accordance with the then-prevailing Employment Arbitration Rules and Procedures of JAMS, as modified herein (“Rules”). Further, the Executive hereby waives any right to bring
on behalf of persons other than the Executive, or to otherwise participate with other persons in, any class, collective, or representative action (including but not limited to any representative action under any federal, state or local
statute or ordinance). The requirement to arbitrate covers all Disputes (other than disputes which by statute are not arbitrable) including, but not limited to, claims, demands or actions under the Age Discrimination in Employment Act
(including the Older Workers Benefit Protection Act); Americans with Disabilities Act; Civil Rights Act of 1866; Civil Rights Act of 1991; Employee Retirement Income Security Act of 1974; Equal Pay Act; Family and Medical Leave Act of 1993;
Title VII of the Civil Rights Act of 1964; Fair Labor Standards Act; Fair Employment and Housing Act; and any other law, ordinance or regulation regarding discrimination or harassment or any terms or conditions of employment. There shall be
one arbitrator who shall be jointly selected by the parties. If the parties have not jointly agreed upon an arbitrator within twenty (20) calendar days after respondent’s receipt of claimant’s notice of intention to arbitrate, either party
may request JAMS to furnish the parties with a list of names from which the parties shall jointly select an arbitrator. If the parties have not agreed upon an arbitrator within ten (10) calendar days after the transmittal date of such list,
then each party shall have an additional five (5) calendar days in which to strike any names objected to, number the remaining names in order of preference, and return the list to JAMS, which shall then select an arbitrator in accordance with
the Rules. The place of arbitration shall be New York, New York.
|
|
By agreeing to arbitration, the parties hereto do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, including, without
limitation, with respect to the provisions of the Confidentiality Agreement. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16. Judgment upon the award of the arbitrator may be entered in any court of
competent jurisdiction. The arbitrator shall: (a) have authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (b) issue
a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is
based. The Company shall pay all administrative fees of JAMS in excess of $435 (a typical filing fee in court) and the arbitrator’s fees and expenses. Each party shall bear its, his or her own costs and expenses (including attorney’s fees) in
any such arbitration and the arbitrator shall have no power to award costs and attorney’s fees except as provided by statute or by separate written agreement between the parties. In the event any portion of this arbitration provision is found
unenforceable by a court of competent jurisdiction, such portion shall become null and void leaving the remainder of this arbitration provision in full force and effect. The parties agree that all information regarding the arbitration,
including any settlement thereof, shall not be disclosed by the parties hereto, except as otherwise required by applicable law.
|
Accepted:
|
BIOSPECIFICS TECHNOLOGIES CORP.
|
/s/ Joseph Truitt
|
/s/ Jennifer Chao
|
Joseph Truitt
|
By: Jenn Chao
|
Title: Chairman of the Board
|
|
Date: April 2, 2020
|
Date: April 1, 2020
|
BIOSPECIFICS TECHNOLOGIES CORP.
|
|
/s/ Jennifer Chao
|
|
Name: Jennifer Chao
|
|
Title: Chair of the Board of Directors
|
|
EXECUTIVE
|
|
/s/ Joseph Truitt
|
|
Name: Joseph Truitt
|
/s/ Joseph Truitt
|
|
Joseph Truitt
|
|
Address:
|
|
Date: April 2, 2020
|
|
Accepted and Agreed:
|
|
BioSpecifics Technologies Corp.
|
|
By: /s/ Jennifer Chao
|
|
Name: Jennifer Chao
|
|
Title: Chairman of the Board
|
|
Address:
|
|
Date: April 1, 2020
|
|
1. |
I have reviewed this annual report on Form 10-K of BioSpecifics Technologies Corp. for the quarterly period ended March 31, 2020;
|
|
2. |
Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
|
|
3. |
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
|
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and to the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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1. |
I have reviewed this annual report on Form 10-K of BioSpecifics Technologies Corp. for the quarterly period ended March 31, 2020;
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2. |
Based on my knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
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3. |
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over
financial reporting; and
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and to the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Joseph Truitt
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Joseph Truitt
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Principal Executive Officer
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/s/ Patrick Hutchison
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Patrick Hutchison
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Principal Financial Officer
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