Delaware
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41-1505029
|
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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29 EMMONS DRIVE, SUITE C-10
PRINCETON, NJ
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08540
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(Address of principal executive offices)
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(Zip Code)
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(609) 538-8200
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(Registrant’s telephone number, including area code)
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Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, par value $.001 per share | OTCBB |
Large accelerated filer
£
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Accelerated filer
£
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Non-accelerated filer
£
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Smaller reporting company
R
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Item
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Description
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Page
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Part I
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1.
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3
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1A.
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19
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1B.
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27
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2.
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27
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3.
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27
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Part II
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||
5.
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28
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6.
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28
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7.
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29
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8.
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35
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9.
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35
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9A.
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35
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9B.
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36
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Part III
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||
10.
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37
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11.
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42
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12.
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46
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13.
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49
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14.
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49
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Part IV
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||
15.
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50
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55
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||
F-1
|
·
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Initiate a Phase 2 clinical trial of oral BDP known as SGX203 in pediatric Crohn’s disease;
|
·
|
Use RiVax
TM
and SGX204 to support development efforts and establish proof of concept with our proprietary vaccine heat stabilization technology known as ThermoVax
TM
;
|
·
|
Apply for and secure further government funding for development of our BioDefense programs, namely RiVax
TM
, SGX204, and SGX202 in GI ARS;
|
·
|
Evaluate the effectiveness of orBec
®
/Oral BDP in other therapeutic indications involving inflammatory conditions of the gastrointestinal (“GI”) tract such as prevention of acute radiation enteritis, prevention of acute GVHD, and treatment of chronic GI GVHD;
|
·
|
Continue to secure additional government funding for each of our BioTherapeutics programs through grants;
|
·
|
Acquire or in-license new clinical-stage compounds for development; and
|
·
|
Explore other business development and acquisition strategies.
|
Soligenix Product
|
Therapeutic Indication
|
Stage of Development
|
orBec
®
|
Treatment of Acute GI GVHD
|
Pivotal Phase 3 trial stopped for futility; analyzing data
|
orBec
®
|
Prevention of Acute GVHD
|
Phase 2 trial completed
|
orBec
®
|
Treatment of Chronic GI GVHD
|
Potential Phase 2 trial under review
|
SGX201
|
Acute Radiation Enteritis
|
Phase 1/2 trial complete;
safety and preliminary efficacy demonstrated
|
SGX203
|
Pediatric Crohn’s disease
|
Phase 2 clinical program planned
|
LPM
™
Leuprolide
|
Endometriosis and Prostate Cancer
|
Pre-clinical
|
Soligenix Product
|
Indication
|
Stage of Development
|
ThermoVax
™
|
Thermostability of aluminum adjuvanted vaccines
|
Pre-clinical
|
Soligenix Product
|
Indication
|
Stage of Development
|
RiVax
™
|
Vaccine against
Ricin Toxin Poisoning
|
Phase 1B trial enrollment complete;
complete results expected in 2012
|
SGX202
|
Therapeutic against GI ARS
|
Initial pre-clinical study complete;
successful protection of dogs
|
·
|
we may not be able to maintain our current research and development schedules;
|
·
|
we may be unsuccessful in our efforts to secure profitable procurement contracts from the U.S. government or others for our biodefense products;
|
·
|
we may encounter problems in clinical trials; or
|
·
|
the technology or product may be found to be ineffective or unsafe.
|
·
|
it is not economical or the market for the product does not develop or diminishes;
|
·
|
we are not able to enter into arrangements or collaborations to manufacture and/or market the product;
|
·
|
the product is not eligible for third-party reimbursement from government or private insurers;
|
·
|
others hold proprietary rights that preclude us from commercializing the product;
|
·
|
we are not able to manufacture the product reliably;
|
·
|
others have brought to market similar or superior products; or
|
·
|
the product has undesirable or unintended side effects that prevent or limit its commercial use.
|
·
|
announcements by us or others of results of pre-clinical testing and clinical trials;
|
·
|
announcements of technological innovations, more important bio-threats or new commercial therapeutic products by us, our collaborative partners or our present or potential competitors;
|
·
|
our quarterly operating results and performance;
|
·
|
developments or disputes concerning patents or other proprietary rights;
|
·
|
acquisitions;
|
·
|
litigation and government proceedings;
|
·
|
adverse legislation;
|
·
|
changes in government regulations;
|
·
|
our available working capital;
|
·
|
economic and other external factors; and
|
·
|
general market conditions.
|
·
|
warrants to purchase a total of approximately 2,701,569 shares of our common stock at a current weighted average exercise price of approximately $4.40; and
|
·
|
options to purchase approximately 1,544,242 shares of our common stock at a current weighted average exercise price of approximately $3.75.
|
Price Range
|
||||||||
Period
|
High
|
Low
|
||||||
Year Ended December 31, 2010:
|
||||||||
First Quarter
|
$ | 5.80 | $ | 4.60 | ||||
Second Quarter
|
$ | 6.00 | $ | 4.80 | ||||
Third Quarter
|
$ | 5.20 | $ | 3.60 | ||||
Fourth Quarter
|
$ | 4.60 | $ | 3.00 | ||||
Year Ended December 31, 2011:
|
||||||||
First Quarter
|
$ | 4.40 | $ | 3.20 | ||||
Second Quarter
|
$ | 5.20 | $ | 3.60 | ||||
Third Quarter
|
$ | 6.80 | $ | 0.80 | ||||
Fourth Quarter
|
$ | 1.00 | $ | 0.60 |
·
|
Initiate a Phase 2A clinical trial of
oral BDP knows as SGX203 in pediatric Crohn’s disease;
|
·
|
Use RiVax
TM
and SGX204 to support development efforts and establish proof of concept with our proprietary vaccine heat stabilization technology known as ThermoVax
TM
;
|
·
|
Apply for and secure further government funding for development of our BioDefense programs, namely RiVax
TM
, SGX204, and SGX202 in GI ARS;
|
·
|
Evaluate the effectiveness of orBec
®
/Oral BDP in other therapeutic indications involving inflammatory conditions of the gastrointestinal (“GI”) tract such as prevention of acute radiation enteritis, prevention of acute GVHD, and treatment of chronic GI GVHD;
|
·
|
Continue to secure additional government funding for each of our BioTherapeutics and Vaccines/BioDefense
p
rograms through grants, contracts and/or procurements;
|
·
|
Acquire or in-license new clinical-stage compounds for development; and
|
·
|
Explore other business development and acquisition strategies.
|
·
|
We have instituted a cost reduction plan which has reduced headcount and will continue to reduce costs wherever possible.
|
·
|
We have approximately $3.8 million in active grant funding still available to support our associated research programs in 2013 and beyond. We plan to submit additional grant applications for further support of these programs with various funding agencies.
|
·
|
We have continued to use equity instruments to provide a portion of the compensation due to vendors and collaboration partners and expect to continue to do so for the foreseeable future.
|
·
|
We will pursue Net Operating Losses (“NOLs”) sales in the State of New Jersey, pursuant to its Technology Business Tax Certificate Transfer Program. Based on the receipt of $574,157 in proceeds pursuant to NOL sales in 2011, we expect to participate in this program during 2012 and beyond as the program is available; and
|
·
|
We may seek additional capital in the private and/or public equity markets to continue our operations, respond to competitive pressures, develop new products and services, and to support new strategic partnerships. We are currently evaluating additional equity financing opportunities and may execute them when appropriate. However, there can be no assurances that we can consummate such a transaction, or consummate a transaction at favorable pricing.
|
2011
|
2010
|
|||||||
Research & Development Expenses
|
||||||||
orBec
®
|
$ | 3,935,737 | $ | 3,425,757 | ||||
RiVax™ & ThermoVax™ Vaccines
|
1,831,593 | 1,871,474 | ||||||
BT-VACC™
|
- | 378,501 | ||||||
Oraprine™
|
- | 6,000 | ||||||
LPM™
Leuprolide
|
- | 2,577 | ||||||
Total
|
$ | 5,767,330 | $ | 5,684,309 | ||||
Reimbursed under NIH Grants
|
||||||||
orBec
®
|
$ | 616,783 | $ | 460,279 | ||||
RiVax™ & ThermoVax™ Vaccines
|
1,491,445 | 962,716 | ||||||
BT-VACC™
|
- | 215,407 | ||||||
Total
|
$ | 2,108,228 | $ | 1,638,402 | ||||
Grand Total
|
$ | 7,875,558 | $ | 7,322,711 |
Year
|
Research and Development
|
Property and
Other Leases
|
Severance
|
Total
|
||||||||||||
2012
|
$ | 235,000 | $ | 100,621 | $ | 154,362 | $ | 489,983 | ||||||||
2013
|
75,000 | 104,559 | - | 179,559 | ||||||||||||
2014
|
75,000 | 101,198 | - | 176,198 | ||||||||||||
2015
|
75,000 | 24,938 | - | 99,938 | ||||||||||||
2016
|
75,000 | - | - | 75,000 | ||||||||||||
Total
|
$ | 535,000 | $ | 331,316 | $ | 154,362 | $ | 1,020,678 |
▪
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
▪
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
▪
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
Name
|
Age
|
Position
|
||
Christopher J. Schaber, PhD
|
45
|
Chairman of the Board, Chief Executive Officer and President
|
||
Keith L. Brownlie, CPA
|
59
|
Director
|
||
Tamar D. Howson
|
63
|
Director
|
||
Gregg A. Lapointe, CPA
|
53
|
Director
|
||
Evan Myrianthopoulos
|
47
|
Director
|
||
Robert J. Rubin, MD
|
66
|
Director
|
||
Virgil D. Thompson
|
72
|
Director
|
||
Jerome Zeldis, MD, PhD
|
61
|
Director
|
||
Robert N. Brey, PhD
|
61
|
Chief Scientific Officer and Senior Vice President
|
||
Kevin J. Horgan, MD
|
52
|
Chief Medical Officer and Senior Vice President
|
||
Joseph M. Warusz, CPA
|
55
|
Vice President of Finance, Acting Chief Financial Officer and Corporate Secretary
|
Name
|
Position
|
Year
|
Salary
|
Bonus
|
Option Awards
|
All Other Compensation
|
Total
|
|||||||||||||||||
Christopher J. Schaber
1
|
CEO & President
|
2011
|
$ | 370,000 | $ | 50,000 | $ | 68,400 | $ | 35,529 | $ | 455,529 | ||||||||||||
2010
|
$ | 350,981 | $ | 100,000 | $ | 408,908 | $ | 27,529 | $ | 887,419 | ||||||||||||||
Evan Myrianthopoulos
2
|
CFO &
Senior VP
|
2011
|
$ | 242,500 | $ | 25,000 | $ | 34,200 | $ | 35,529 | $ | 303,029 | ||||||||||||
2010
|
$ | 230,723 | $ | 50,000 | $ | 195,161 | $ | 27,677 | $ | 503,561 | ||||||||||||||
Robert N. Brey
3
|
CSO & Senior VP
|
2011
|
$ | 210,000 | $ | 13,000 | $ | 19,950 | $ | 21,853 | $ | 244,853 | ||||||||||||
2010
|
$ | 210,000 | $ | 40,000 | $ | 157,987 | $ | 11,955 | $ | 419,942 | ||||||||||||||
Kevin J. Horgan
4
|
CMO & Senior VP
|
2011
|
$ | 281,589 | $ | 16,000 | $ | 203,575 | $ | 22,543 | $ | 320,132 | ||||||||||||
Joseph M. Warusz 5 | VP & Controller | 2011 | $ | 104,028 | $ | 7,000 | $ | 152,620 | $ | 19,627 | $ | 130,655 |
1
|
Dr. Schaber deferred payment of his 2010 annual bonus of $100,000 until January 15, 2011 and his 2011 annual bonus of $50,000 until January 15, 2012. Option award figures include the value of common stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by the Company.
|
2
|
Mr. Myrianthopoulos deferred payment of his 2010 annual bonus of $50,000 until January 15, 2011 and his 2011 annual bonus of $25,000 until January 15, 2012. Option award figures include the value of common stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by the Company. On February 15, 2012, Mr. Myrianthopoulos’ employment agreement with the Company was terminated.
|
3
|
Dr. Brey deferred payment of his 2010 annual bonus of $40,000 until January 15, 2011 and his 2011 annual bonus of $13,000 until January 15, 2012. Option award figures include the value of common stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by the Company.
|
4
|
Dr. Horgan deferred payment of his 2011 annual bonus of $13,000 until January 15, 2012. Option award figures include the value of common stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by the Company.
|
5
|
Mr. Warusz deferred payment of his 2011 annual bonus of $7,000 until January 15, 2012. Option award figures include the value of common stock option awards at grant date as calculated under FASB ASC 718. Other compensation represents health insurance costs paid by the Company.
|
Number of Securities
Underlying Unexercised
Options
(#)
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned | Option Exercise | Option Expiration | ||||||||||||||
Name
|
Exercisable
|
Unexercisable
|
Options
(#)
|
Price
($)
|
Date
|
||||||||||||
Christopher J. Schaber
|
125,000 | - | - | $ | 5.40 |
8/28/2016
|
|||||||||||
45,000 | - | - | $ | 9.40 |
8/9/2017
|
||||||||||||
140,000 | - | - | $ | 1.20 |
12/17/2018
|
||||||||||||
61,875 | 48,125 | 48,125 | $ | 4.64 |
6/30/2020
|
||||||||||||
30,000 | 90,000 | 90,000 | $ | 0.64 |
11/30/2021
|
||||||||||||
Evan Myrianthopoulos
|
7,500 | - | - | $ | 7.00 |
11/14/2012
|
|||||||||||
2,500 | - | - | $ | 18.00 |
9/15/2013
|
||||||||||||
2,500 | - | - | $ | 11.60 |
6/11/2014
|
||||||||||||
7,500 | - | - | $ | 9.40 |
11/10/2014
|
||||||||||||
25,000 | - | - | $ | 9.80 |
12/13/2014
|
||||||||||||
20,000 | - | - | $ | 7.00 |
5/10/2016
|
||||||||||||
27,500 | - | - | $ | 9.40 |
8/9/2017
|
||||||||||||
60,000 | - | - | $ | 1.20 |
12/17/2018
|
||||||||||||
29,531 | 22,969 | 22,969 | $ | 4.64 |
6/30/2020
|
||||||||||||
15,000 | 45,000 | 45,000 | $ | 0.64 |
11/30/2021
|
||||||||||||
Robert N. Brey
|
30,000 | - | - | $ | 6.60 |
5/10/2016
|
|||||||||||
10,000 | - | - | $ | 9.40 |
8/9/2017
|
||||||||||||
40,000 | - | - | $ | 1.20 |
12/17/2018
|
||||||||||||
23,906 | 18,594 | 18,594 | $ | 4.64 |
6/30/2020
|
||||||||||||
8,750 | 26,250 | 26,250 | $ | 0.64 |
11/30/2021
|
||||||||||||
Kevin J. Horgan
|
27,344 | 35,156 | 35,156 | $ | 3.44 |
1/30/2021
|
|||||||||||
15,000 | 45,000 | 45,000 | $ | 0.64 |
11/30/2021
|
||||||||||||
Joseph M. Warusz
|
15,000 | 25,000 | 25,000 | $ | 4.10 |
5/30/2021
|
|||||||||||
7,500 | 22,500 | 22,500 | $ | 0.64 |
11/30/2021
|
Name
|
Fees Earned
Paid in Cash
1
|
Option Awards
2
|
Total
|
|||||||||
Keith Brownlie
|
$ | 9,245 | $ | 46,944 | $ | 56,189 | ||||||
Tamar D. Howson
|
$ | 23,073 | $ | 30,001 | $ | 53,074 | ||||||
Gregg A. Lapointe
|
$ | 26,497 | $ | 30,001 | $ | 56,498 | ||||||
Robert J. Rubin
|
$ | 29,746 | $ | 30,001 | $ | 59,747 | ||||||
Virgil D. Thompson
|
$ | 29,507 | $ | 30,001 | $ | 59,508 | ||||||
Jerry Zeldis
|
$ | 5,495 | $ | 46,944 | $ | 52,439 |
1
|
Directors who are compensated as full-time employees receive no additional compensation for service on our Board of Directors. Each independent director who is not a full-time employee is paid $20,000 annually, on a prorated basis, for their service on our Board of Directors, the chairman of our Audit Committee is paid $15,000 annually, on a prorated basis, and the chairmen of our Compensation and Nominating Committees will be paid $10,000 annually, on a prorated basis. Additionally, Audit Committee members are paid $7,500 annually and Compensation and Nominating Committee members are paid $5,000 annually. This compensation is paid quarterly, in arrears.
|
2
|
We maintain a stock option grant program pursuant to the nonqualified stock option plan, whereby members of our Board of Directors or its committees who are not full-time employees receive an initial grant of fully vested options to purchase 15,000 shares of common stock.
Upon re-election to the Board, each Board member will receive stock options with a value of $30,000 based upon the Black Scholes valuation method. Furthermore, all stock options would vest at the rate of 25% per quarter, commencing with the first quarter after each annual meeting of stockholders.
|
Name of Beneficial Owner
|
Shares of Common Stock Beneficially Owned**
|
Percent of Class
|
||||||
Paolo Cavazza
1
|
3,379,953 | 29.22 | % | |||||
Claudio Cavazza
2
|
3,068,464 | 26.73 | % | |||||
Sigma-Tau Pharmaceuticals, Inc.
3
|
3,068,464 | 26.73 | % | |||||
Christopher J. Schaber
4
|
458,483 | 3.97 | % | |||||
Evan Myrianthopoulos
5
|
204,052 | * | ||||||
Gregg A. Lapointe
6
|
111,489 | * | ||||||
Robert N. Brey
7
|
117,501 | * | ||||||
Robert J. Rubin
8
|
49,202 | * | ||||||
Joseph Warusz
9
|
26,875 | * | ||||||
Kevin J. Horgan
10
|
50,000 | * | ||||||
Tamar D. Howson
11
|
22,163 | * | ||||||
Virgil D. Thompson
12
|
22,163 | * | ||||||
Keith Brownlie
13
|
15,000 | * | ||||||
Jerry Zeldis
14
|
15,000 | * | ||||||
All directors and executive officers as a group (11 persons)
|
1,091,928 | 9.02 | % |
1
|
Includes (a) 2,711,392 shares of common stock and warrants to purchase 357,072 shares of common stock exercisable within 60 days of January 31, 2012 held by Sigma-Tau Pharmaceuticals, Inc., (b) 223,685 shares of common stock and warrants to purchase 87,854 shares held by Chaumiere Sarl, and (c) 59,539 shares held by Mr. Paolo Cavazza. Sigma-Tau Pharmaceuticals, Inc. is a direct wholly-owned subsidiary of Sigma-Tau America S.A., which is a direct wholly-owned subsidiary of Sigma-Tau International S.A., which is a direct wholly-owned subsidiary of Sigma-Tau Finanziaria S.p.A. Mr. Paolo Cavazza directly and indirectly owns 38% of Sigma-Tau Finanziaria S.p.A. Chaumiere Sarl is an indirect wholly owned subsidiary of Aptafin S.p.A., which is owned by Mr. Paolo Cavazza and members of his family. Accordingly, Mr. Paolo Cavazza may be deemed to beneficially own the shares beneficially owned by Sigma-Tau Pharmaceuticals, Inc. and Chaumiere Sarl. Mr. Paolo Cavazza’s address is Via Tesserte, 10, Lugano, Switzerland.
|
2
|
Includes 2,711,392 shares of common stock and warrants to purchase 357,072 shares of common stock exercisable within 60 days of January 31, 2012 held by Sigma-Tau Pharmaceuticals, Inc. Sigma-Tau Pharmaceuticals, Inc. is a direct wholly-owned subsidiary of Sigma-Tau America S.A., which is a direct wholly-owned subsidiary of Sigma-Tau International S.A., which is a direct wholly-owned subsidiary of Sigma-Tau Finanziaria S.p.A. Mr. Claudio Cavazza directly and indirectly owns 57% of Sigma-Tau Finanziaria S.p.A. Accordingly, Mr. Claudio Cavazza may be deemed to beneficially own the shares beneficially owned by Sigma-Tau Pharmaceuticals, Inc. Mr. Claudio Cavazza’s address is Via Sudafrica, 20, Rome, Italy 00144. The address of Sigma-Tau Pharmaceuticals, Inc. is c/o Sigma-Tau Pharmaceuticals, Inc., 9841 Washingtonian Boulevard, Suite 500, Gaithersburg, Maryland 20878.
|
3
|
Includes 2,280,962 shares of common stock and warrants to purchase 98,814 shares of common stock exercisable within 60 days of March 31, 2012. The amount does not include 77,344 shares of common stock held by Paolo Cavazza, one of the principal owners of Sigma-Tau. The address of Sigma-Tau Pharmaceuticals, Inc. is c/o Sigma-Tau Pharmaceuticals, Inc., 9841 Washingtonian Boulevard
, Suite 500, Gaithersburg, Maryland 20878
.
|
4
|
Includes 40,257 shares of common stock owned by Dr. Schaber, options to purchase 416,250 shares of common stock exercisable within 60 days of January 31, 2011, and warrants to purchase 1,976 shares of common stock exercisable within 60 days of January 31, 2012. The address of Dr. Schaber is c/o Soligenix,
29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540
.
|
5
|
Includes 11,239 shares of common stock owned by Mr. Myrianthopoulos and his wife and options to purchase 192,813 shares of common stock exercisable within 60 days of January 31, 2012. The address of Mr. Myrianthopoulos is c/o Soligenix,
29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540.
|
6
|
Includes 48,781 shares of common stock, options to purchase 33,440 shares of common stock exercisable within 60 days of January 31, 2012, and warrants to purchase 29,268 shares of common stock exercisable within 60 days of January 31, 2012. The address of Mr. Lapointe is c/o Soligenix,
29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540
.
|
7
|
Includes options to purchase 117,501 shares of common stock exercisable within 60 days of January 31, 2012. The address of Dr. Brey is c/o Soligenix,
29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540
.
|
8
|
Includes 12,195 shares of common stock, options to purchase 29,690 shares of common stock exercisable within 60 days of January 31, 2012, and warrants to purchase 7,317 shares of common stock exercisable within 60 days of January 31, 2011. The address of Dr. Rubin is c/o Soligenix,
29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540
.
|
9
|
Includes options to purchase 26,875 shares of common stock owned by Mr. Warusz exercisable within 60 days of January 31, 2012. The address of Mr. Warusz is c/o Soligenix,
29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540
.
|
10
|
Includes options to purchase 50,000 shares of common stock owned by Dr. Horgan exercisable within 60 days of January 31, 2012. The address of Dr. Horgan is c/o Soligenix,
29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540
.
|
11
|
Includes options to purchase 22,163 shares of common stock exercisable within 60 days of January 31, 2012. The address of Ms. Howson is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540.
|
12
|
Includes options to purchase 22,163 shares of common stock exercisable within 60 days of January 31, 2012. The address of Mr. Thompson is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540.
|
13
|
Includes options to purchase 15,000 shares of common stock exercisable within 60 days of January 31, 2012. The address of Mr. Brownlie is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540
|
14
|
Includes options to purchase 15,000 shares of common stock exercisable within 60 days of January 31, 2012. The address of Mr. Zeldis is c/o Soligenix, 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540
|
*
|
Indicates less than 1%.
|
**
|
Beneficial ownership is determined in accordance with the rules of the SEC. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of March 31, 2011 are deemed outstanding for computing the percentage ownership of the stockholder holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Percentage of ownership is based on 11,120,874 shares of common stock outstanding as of January 31, 2011 on a 20-1 post split basis.
|
Plan Category
|
Number of Securities
to be Issued upon Exercise
of Outstanding Options, Warrants and Rights
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
Number of Securities
Remaining Available for
Future Issuance Under Equity Compensation Plans
(excluding securities reflected
in the first column)
|
|||||||||
Equity compensation plans approved by security holders
1
|
1,095,242 | $ | 4.41 | 60,692 | ||||||||
Equity compensation plans not approved by security holders
|
- | - | - | |||||||||
Total
|
1,095,242 | $ | 4.41 | 60,692 |
1
|
Includes our 1995 Amended and Restated Omnibus Incentive Plan and our 2005 Equity Incentive Plan. Our 1995 Plan expired in 2005 and thus no securities remain available for future issuance under that plan.
|
EisnerAmper
2011
|
EisnerAmper
2010
|
Amper
2010
|
||||||||||
Audit fees
|
$ | 105,347 | $ | 14,280 | $ | 82,625 | ||||||
Audit related fees
|
32,500 | 1,500 | 19,795 | |||||||||
Tax fees
|
8,524 | - | 5,464 | |||||||||
Total
|
$ | 146,371 | $ | 15,780 | $ | 107,884 |
Consolidated Balance Sheets as of December 31, 2011 and 2010 | F-2 |
Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010 | F-3 |
Consolidated Statements of Stockholders’ Deficiency for the Years Ended December 31, 2011 and 2010 | F-4 |
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010 | F-5 |
Notes to Consolidated Financial Statements | F-6 |
Reports of Independent Registered Public Accounting Firms | F-20 |
2.1
|
Agreement and Plan of Merger, dated May 10, 2006 by and among the Company, Corporate Technology Development, Inc., Enteron Pharmaceuticals, Inc. and CTD Acquisition, Inc. (incorporated by reference to Exhibit 2.1 included in our Registration Statement on Form SB-2 (File No. 333-133975) filed on May 10, 2006).
|
3.1
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 included in our Quarterly Report on Form 10-QSB, as amended, for the fiscal quarter ended September 30, 2003).
|
3.2
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 4.2 included in our Registration Statement on Form S-8 (File No. 333-130801) filed on December 30, 2005).
|
3.3
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Annex A to our Proxy Statement filed December 12, 2006).
|
3.4
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.4 included in our Registration Statement on Form S-1
(File No. 333
-
162375)
filed on October 7, 2009).
|
3.5
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 included in our current report on Form 8-K filed on September 30, 2009).
|
3.6
|
Certificate of Designations of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 included in our current report on Form 8-K filed on June 22, 2007).
|
3.7
|
By-laws (incorporated by reference to Exhibit 3.1 included in our Quarterly Report on Form 10-QSB, as amended, for the fiscal quarter ended June 30, 2003).
|
4.1
|
Form of Warrant issued to each investor in the April 2006 private placement (incorporated by reference to Exhibit 10.2 included in our current report on Form 8-K filed on April 7, 2006).
|
4.2
|
Form of Warrant issued to finders in connection with the February 2007 private placement (incorporated by reference to Exhibit 4.14 included in our Registration Statement on Form SB-2 filed on April 16, 2007).
|
4.3
|
Rights Agreement dated June 22, 2007, between the Company and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 included in our current report on Form 8-K filed on June 22, 2007).
|
4.4
|
Form of Right Certificate (incorporated by reference to Exhibit 4.2 included in our current report on Form 8-K filed on June 22, 2007).
|
4.5
|
Warrant dated February 14, 2008, issued to Fusion Capital Fund II, LLC (incorporated by reference to Exhibit 4.17 included in our Registration Statement on Form S-1 (File No. 333-149239) filed on February 14, 2008).
|
4.6
|
Form of Warrant issued to each investor in the February 2008 private placement (incorporated by reference to Exhibit 10.2 in our current report on Form 8-K filed on January 21, 2009).
|
4.7
|
Form of Warrant issued to each investor in the January 2009 private placement (incorporated by reference to Exhibit 4.18 included in our Registration Statement on Form S-1 (File No. 333-149239) filed on February 14, 2008).
|
4.8
|
Form of Warrant issued to each investor in the September 2009 private placement (incorporated by reference to Exhibit 10.2 included in our current report on Form 8-K filed on September 29, 2009).
|
4.9
|
Warrant dated April 19, 2010, issued to Fusion Capital Fund II, LLC (incorporated by reference to Exhibit 4.10 included in our Post-Effective Amendment to Registration Statement on Form S-1 filed on April 20, 2010).
|
4.10
|
Form of Common Stock Purchase Warrant issued to each investor in the June 2010 private placement (incorporated by reference to Exhibit 10.2 included in our current report on Form 8-K filed on June 18, 2010).
|
10.1
|
Amended and Restated 1995 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 included in our Quarterly Report on Form 10-QSB, as amended, for the fiscal quarter ended September 30, 2003). **
|
10.2
|
License Agreement between the Company and the University of Texas Southwestern Medical Center (incorporated by reference to Exhibit 10.9 included in our Annual Report on Form 10-KSB filed March 30, 2004, as amended, for the fiscal year ended December 31, 2004).
|
10.3
|
License Agreement between the Company and Thomas Jefferson University (incorporated by reference to Exhibit 10.9 included in our Annual Report on Form 10-KSB, as amended, for the fiscal year ended December 31, 2004).
|
10.4
|
License Agreement between the Company and the University of Texas Medical Branch (incorporated by reference to Exhibit 10.10 included in our Annual Report on Form 10-KSB, as amended, for the fiscal year ended December 31, 2004).
|
10.5
|
Consulting Agreement between the Company and Lance Simpson of Thomas Jefferson University. (incorporated by reference to Exhibit 10.43 included in our Annual Report on Form 10-KSB as amended for the fiscal year ended December 31, 2002).
|
10.6
|
2005 Equity Incentive Plan (incorporated by reference to Appendix D to our Proxy Statement filed December 12, 2005). **
|
10.7
|
Form S-8 Registration of Stock Options Plan dated December 30, 2005 (incorporated by reference to our registration statement on Form S-8 filed on December 30, 2005).
|
10.8
|
Letter of Intent dated January 3, 2007 by and between the Company and Sigma-Tau Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 included in our current report on Form 8-K filed on January 4, 2007).
|
10.9
|
Letter from Sigma-Tau Pharmaceuticals, Inc. dated February 21, 2007 (incorporated by reference to Exhibit 10.1 included in our current report on Form 8-K filed on February 23, 2007).
|
10.10
|
Letter dated May 3, 2007 between the Company and Sigma-Tau Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 included in our current report on Form 8-K filed on May 4, 2007).
|
10.11
|
Employment Agreement dated December 27, 2007, between Christopher J. Schaber, PhD and the Company (incorporated by reference to Exhibit 10.30 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008). **
|
10.12
|
Employment Agreement dated December 27, 2007, between Evan Myrianthopoulos and the Company (incorporated by reference to Exhibit 10.31 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008). **
|
10.13
|
Common Stock Purchase Agreement dated February 14, 2008, between the Company and Fusion Capital Fund II, LLC (incorporated by reference to Exhibit 10.35 included in our Registration Statement on Form S-1 filed on February 14, 2008).
|
10.14
|
Registration Rights Agreement dated February 14, 2008, between the Company and Fusion Capital Fund II, LLC (incorporated by reference to Exhibit 10.35 included
in our Registration Statement on Form S-1 (File No. 333-149239)
filed on February 14, 2008).
|
10.15
|
Letter dated December 1, 2008, between the Company and Sigma-Tau Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 included in our current report on Form 8-K filed on December 1, 2008).
|
10.16
|
Form of Securities Purchase Agreement between the Company and each investor dated February 14, 2008
(incorporated by reference to Exhibit
10.37
included in our
Registration Statement
on Form
S-1 (File No. 333-149239)
filed on F
ebruary 14, 2008
).
|
10.17
|
Common Stock Purchase Agreement dated January 12, 2009, between the Company and accredited investors (incorporated by reference to Exhibit 10.1 included in our current report on Form 8-K filed on January 21, 2009).
|
10.18
|
Registration Rights Agreement dated January 12, 2009, between the Company and accredited investors (incorporated by reference to Exhibit 10.3 included in our current report on Form 8-K filed on January 21, 2009).
|
10.19
|
Registration Rights Agreement dated January 12, 2009, between the Company and
accredited
investors (incorporated by reference to Exhibit 10.3 included in our current report on Form 8-K filed on January 21, 2009).
|
10.20
|
Exclusive License Agreement dated November 24, 1998, between Enteron Pharmaceuticals, Inc. and George B. McDonald, MD
and amendments (incorporated by reference to Exhibit 10.42 included in our Registration Statement on Form S-1
(File No. 333
-
157322)
filed on February 13, 2009).
|
10.21
|
Collaboration and Supply Agreement dated February 11, 2009, between the Company and Sigma-Tau Pharmaceuticals, Inc.
(incorporated by reference to Exhibit 10.43 included in our Registration Statement on Form S-1
(File No. 333
-
157322)
filed on February 13, 2009).
†
|
10.22
|
Common Stock Purchase Agreement dated February 11, 2009, between the Company and Sigma-Tau Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.44 included in our Registration Statement on Form S-1
(File No. 333
-
157322)
filed on February 13, 2009).
|
10.23
|
Sublease Agreement dated April 1, 2009, between the Company and BioWa, Inc. (incorporated by reference to Exhibit 10.43 included in our Registration Statement on Form S-1/A
(File No. 333
-
157322)
filed on April 14, 2009).
|
10.24
|
Employment Agreement, dated as of July 1, 2009, between Christopher P. Schnittker, CPA and the Company. (incorporated by reference to Exhibit 10.1 included in our current report on Form 8-K filed on July 7, 2009).
|
10.25
|
Securities Purchase Agreement dated September 23, 2009 among the Company and the investors named therein (incorporated by reference to Exhibit 10.1 included in our current report on Form 8-K filed on September 29, 2009).
|
10.26
|
Registration Rights Agreement dated September 23, 2009 among the Company and the investors named therein (incorporated by reference to Exhibit 10.3 included in our current report on Form 8-K filed on September 29, 2009).
|
10.27
|
Letter Agreement dated September 25, 2009 between the Company and BAM Opportunity Fund, L.P. (incorporated by reference to Exhibit 10.32 included in our Registration Statement on Form S-1
(File No. 333
-
162375)
filed on October 7, 2009).
|
10.28
|
Letter Agreement dated September 23, 2009 between the Company and Iroquois Master Fund, Ltd. (incorporated by reference to Exhibit 10.32 included in our Registration Statement on Form S-1
(File No. 333
-
162375)
filed on October 7, 2009).
|
10.29
|
First Amendment to Common Stock Purchase Agreement dated April 19, 2010 between the Company and Fusion Capital Fund II, LLC (incorporated by reference to Exhibit 10.34 included in our Post-Effective Amendment to Registration Statement on Form S-1 (File No. 333-149239) filed on April 20, 2010).
|
10.30
|
Securities Purchase Agreement dated June 15, 2010 among the Company and the investors (incorporated by reference to Exhibit 10.1 included in our current report on Form 8-K filed on June 18, 2010).
|
10.31
|
Registration Rights Agreement dated June 15, 2010 among the Company and the investors (incorporated by reference to Exhibit 10.3 included in our current report on Form 8-K filed on June 18, 2010).
|
10.32
|
Waiver of Registration Rights dated July 8, 2010 by Sigma-Tau Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.37 included in our Amendment to Registration Statement on Form S-1 (File No. 333- 167792) filed on July 9, 2010).
|
10.33
|
Waiver of Registration Rights dated July 8, 2010 by Gregg A. Lapointe (incorporated by reference to Exhibit 10.38 included in our Amendment to Registration Statement on Form S-1 (File No. 333- 167792) filed on July 9, 2010).
|
10.34
|
Waiver of Registration Rights dated July 8, 2010 by Robert J. Rubin (incorporated by reference to Exhibit 10.39 included in our Amendment to Registration Statement on Form S-1 (File No. 333- 167792) filed on July 9, 2010).
|
10.35
|
Amendment to Employment Agreement dated as of January 4, 2011, between Soligenix, Inc. and Evan Myrianthopoulos (incorporated by reference to Exhibit 10.1 included in our current report on Form 8-K filed on January 6, 2011). **
|
10.36
|
Employment Agreement dated as of January 31, 2011 between Kevin Horgan, M.D., and Soligenix, Inc. (incorporated by reference to Exhibit 10.1 included in our current report on Form 8-K filed on February 2, 2011). **
|
10.37
|
Employment Agreement dated as of May 31, 2011, between Joseph M. Warusz and Soligenix, Inc. (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on May 31, 2011).**
|
10.38
|
Amendment to the Collaboration and Supply Agreement dated July 26, 2011, between Sigma-Tau Pharmaceuticals, Inc. and Soligenix, Inc. (incorporated by reference to Exhibit 10.1 of our current report on Form 8-K filed on July 28, 2011).
|
10.39
|
Amendment to the Exclusive License Agreement dated as of July 26, 2011, between George McDonald, MD and Soligenix, Inc. (incorporated by reference to Exhibit 10.2 of our current report on Form 8-K filed on July 28, 2011).
|
10.40
|
Lease Agreement dated as of February 7, 2012, between CPP II , LLC and Soligenix, Inc. *
|
10.41
|
Separation Agreement dated February 15, 2012, between Evan Myrianthopoulos and Soligenix, Inc. (included in our current report on Form 8-K filed on February 17, 2012).
|
21.1
|
Subsidiaries of the Company. *
|
23.1
|
Consent of EisnerAmper LLP. *
|
31.1
|
Certification of the Chief Executive Officer pursuant to Exchange Act rule 13(a)-14(a) (under Section 302 of the Sarbanes-Oxley Act of 2002). *
|
31.2
|
Certification of the Chief Financial Officer pursuant to Exchange Act rule 13(a)-14(a) (under Section 302 of the Sarbanes-Oxley Act of 2002). *
|
32.1
|
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
|
32.2
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
|
101.INS
|
XBRL Instance Document*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.*
|
*
**
†
|
Filed herewith.
Indicates management contract or compensatory plan.
Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
|
SOLIGENIX, INC.
|
||
|
By:
|
/s/ Christopher J. Schaber |
Christopher J. Schaber, PhD | ||
Chief Executive Officer and President | ||
Name
|
Capacity
|
Date
|
||
/s/ Christopher J. Schaber
|
Chairman of the Board, Chief Executive Officer
|
March 27, 2012
|
||
Christopher J. Schaber, PhD | and President (principal executive officer) | |||
/s/ Keith L. Brownlie
|
Director
|
March 27, 2012
|
||
Keith L. Brownlie, CPA | ||||
/s/ Tamar D. Howson
|
Director
|
March 27, 2012
|
||
Tamar D. Howson | ||||
/s/ Gregg A. Lapointe
|
Director
|
March 27, 2012
|
||
Gregg A. Lapointe, CPA | ||||
/s/ Evan
Myrianthopoulos
|
Director
|
March 27, 2012
|
||
Evan Myrianthopoulos | ||||
/s/ Robert J. Rubin
|
Director
|
March 27, 2012
|
||
Robert J. Rubin, MD
|
||||
/s/ Virgil D. Thompson
|
Director
|
March 27, 2012
|
||
Virgil D. Thompson | ||||
/s/ Jerome Zeldis
|
Director
|
March 27, 2012
|
||
Jerome Zeldis, MD, PhD | ||||
/s/ Joseph M. Warusz
|
Vice President of Finance, Acting Chief Financial Officer
|
March 27, 2012
|
||
Joseph M. Warusz, CPA | and Corporate Secretary (principal accounting officer) |
Page
|
|
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
F-2
|
Consolidated Statements of Operations for the
Years Ended December 31, 2011 and 2010
|
F-3
|
Consolidated Statements of Changes in Shareholders’ Equity for the
Years Ended December 31, 2011 and 2010
|
F-4
|
Consolidated Statements of Cash Flows for the
Years Ended December 31, 2011 and 2010
|
F-5
|
Notes to Consolidated Financial Statements
|
F-6
|
Report of Independent Registered Public Accounting Firm
|
F-20
|
2011
|
2010
|
|||||||
Assets
|
||||||||
Current assets: | ||||||||
Cash and cash equivalents
|
$ | 5,996,668 | $ | 7,451,714 | ||||
Grants receivable
|
362,473 | 120,787 | ||||||
Taxes receivable
|
574,157 | 251,864 | ||||||
Prepaid expenses
|
195,762 | 187,494 | ||||||
Total current assets
|
7,129,060 | 8,011,859 | ||||||
Office furniture and equipment, net
|
15,032 | 20,699 | ||||||
Intangible assets, net
|
1,079,566 | 1,235,989 | ||||||
Total assets
|
$ | 8,223,658 | $ | 9,268,547 | ||||
Liabilities and shareholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 1,303,555 | $ | 1,674,175 | ||||
Accrued compensation
|
129,061 | 236,581 | ||||||
Total current liabilities
|
1,432,616 | 1,910,756 | ||||||
Commitments and contingencies
|
||||||||
Shareholders’ equity:
|
||||||||
Preferred stock; 250,000 shares authorized;
none issued or outstanding
|
- | - | ||||||
Common stock, $.001 par value; 20,000,000 shares authorized; 11,105,532 shares and 10,813,087 shares
issued and outstanding in 2012 and 2011, respectively (1)
|
11,106 | 10,813 | ||||||
Additional paid-in capital (1)
|
124,897,309 | 123,085,757 | ||||||
Accumulated deficit
|
(118,117,373 | ) | (115,738,779 | ) | ||||
Total shareholders’ equity
|
6,791,042 | 7,357,791 | ||||||
Total liabilities and shareholders’ equity
|
$ | 8,223,658 | $ | 9,268,547 |
(1)
|
Adjusted to reflect the reverse stock split of 1-for-20 effective February 1, 2012.
|
2011
|
2010
|
|||||||
Revenues:
|
||||||||
License revenue
|
$ | 5,000,000 | $ | - | ||||
Grant revenue
|
2,662,822 | 1,947,628 | ||||||
Total revenues
|
7,662,822 | 1,947,628 | ||||||
Cost of grant revenues
|
(2,108,228 | ) | (1,638,402 | ) | ||||
Gross profit
|
5,554,594 | 309,226 | ||||||
Operating expenses:
|
||||||||
Research and development
|
6,272,616 | 5,986,405 | ||||||
General and administrative
|
2,242,173 | 2,201,242 | ||||||
Total operating expenses
|
8,514,789 | 8,187,647 | ||||||
Loss from operations
|
(2,960,195 | ) | (7,878,421 | ) | ||||
Other income (expense):
|
||||||||
Interest income
|
7,444 | 12,074 | ||||||
Interest expense
|
- | (742 | ) | |||||
Other income, principally proceeds
from QTDP grant
|
- | 234,700 | ||||||
Total other income
|
7 ,444 | 246,032 | ||||||
Net loss before income taxes
|
(2,952,751 | ) | (7,632,389 | ) | ||||
Income tax benefit
|
574,157 | 245,810 | ||||||
Net loss
|
$ | (2,378,594 | ) | $ | (7,386,579 | ) | ||
Basic and diluted net loss per share (1)
|
$ | (0.22 | ) | $ | (0.73 | ) | ||
Basic and diluted weighted average common shares outstanding (1)
|
10,957,676 | 10,120,324 |
(1)
|
Adjusted to reflect the reverse stock split of 1-for-20 effective February 1, 2012.
|
Common Stock
|
Additional
|
Accumulated
|
||||||||||||||||||
Shares (1)
|
Par Value (1)
|
Paid–In Capital (1)
|
Deficit
|
Total
|
||||||||||||||||
Balance, December 31, 2009
|
9,284,109 | 9,284 | 116,517,142 | (108,352,200 | ) | 8,174,226 | ||||||||||||||
Issuance of common stock pursuant to private placements, net of $224,421 in expenses
|
1,440,068 | 1,440 | 5,678,416 | - | 5,679,856 | |||||||||||||||
Fair value of common stock warrants to vendors
|
- | - | 67,052 | - | 67,052 | |||||||||||||||
Issuance of common stock pursuant to Fusion equity line
|
14,705 | 15 | 69,985 | - | 70,000 | |||||||||||||||
Issuance of common stock to vendors
|
20,161 | 20 | 104,818 | - | 104,838 | |||||||||||||||
Issuance of common stock for option and warrant exercises
|
54,044 | 54 | 76,799 | - | 76,853 | |||||||||||||||
Stock-based compensation expense
|
- | - | 571,545 | - | 571,545 | |||||||||||||||
Net loss
|
- | - | - | (7,386,579 | ) | (7,386,579 | ) | |||||||||||||
Balance, December 31, 2010
|
10,813,087 | $ | 10,813 | $ | 123,085,757 | $ | (115,738,779 | ) | $ | 7,357,791 | ||||||||||
Issuance of common stock from collaboration agreement
|
66,890 | 67 | 399,933 | - | 400,000 | |||||||||||||||
Issuance of common stock pursuant to Fusion equity line
|
90,789 | 91 | 354,909 | - | 355,000 | |||||||||||||||
Issuance of common stock to vendors
|
29,297 | 29 | 14,971 | - | 15,000 | |||||||||||||||
Issuance of common stock to employee as severance
|
25,625 | 26 | 20,474 | - | 20,500 | |||||||||||||||
Issuance of common stock for option and warrant exercises
|
79,844 | 80 | 253,533 | - | 253,613 | |||||||||||||||
Fair value of common stock warrants to vendors
|
- | - | 11,184 | - | 11,184 | |||||||||||||||
Settlement of broker fees associated with 2010 financing
|
- | - | 40,743 | - | 40,743 | |||||||||||||||
Stock-based compensation expense
|
- | - | 715,805 |
-
|
715,805 | |||||||||||||||
Net loss
|
- | - | - | (2,378,594 | ) | (2,378,594 | ) | |||||||||||||
Balance, December 31, 2011
|
11,105,532 | $ | 11,106 | $ | 124,897,309 | $ | (118,117,373 | ) | $ | 6,791,042 |
(1)
|
Adjusted to reflect the reverse stock split of 1-for-20 effective February 1, 2012.
|
2011
|
2010
|
|||||||
Operating activities:
|
||||||||
Net loss
|
$ | (2,378,594 | ) | $ | (7,386,579 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Amortization and depreciation
|
226,027 | 185,696 | ||||||
Common stock issued for amended license agreement
|
400,000 | - | ||||||
Common stock issued to former employee
|
20,500 | - | ||||||
Common stock or warrants issued in exchange for services
|
26,184 | 171,890 | ||||||
Stock-based compensation
|
715,805 | 571,545 | ||||||
Capitalized patent write-off
|
88,727 | 378,501 | ||||||
Change in operating assets and liabilities:
|
||||||||
Grants receivable
|
(241,686 | ) | (97,155 | ) | ||||
Taxes receivable
|
(322,293 | ) | (251,864 | ) | ||||
Inventory
|
- | 42,865 | ||||||
Prepaid expenses
|
(8,268 | ) | (46,181 | ) | ||||
Accounts payable
|
(370,620 | ) | 829,318 | |||||
Accrued compensation
|
(107,520 | ) | (128,618 | ) | ||||
Total adjustments
|
426,856 | 1,655,997 | ||||||
Net cash used in operating activities
|
(1,951,738 | ) | (5,730,582 | ) | ||||
Investing activities:
|
||||||||
Acquisition of intangible assets
|
(151,086 | ) | (330,163 | ) | ||||
Purchase of office equipment
|
(1,578 | ) | (6,261 | ) | ||||
Net cash used in investing activities
|
(152,664 | ) | (336,424 | ) | ||||
Financing activities:
|
||||||||
Net proceeds from sale of common stock
|
- | 5,679,856 | ||||||
Settlement of Broker Fees associated with 2010 Financing
|
40,743 | - | ||||||
Proceeds from sale of common stock pursuant to equity line
|
355,000 | 70,000 | ||||||
Proceeds from exercise of options and warrants
|
253,613 | 76,853 | ||||||
Net cash provided by financing activities
|
649,356 | 5,826,709 | ||||||
|
||||||||
Net decrease in cash and cash equivalents
|
(1,455,046 | ) | (240,297 | ) | ||||
Cash and cash equivalents at beginning of period
|
7,451,714 | 7,692,011 | ||||||
Cash and cash equivalents at end of period
|
$ | 5,996,668 | $ | 7,451,714 | ||||
Supplemental information: | ||||||||
Cash paid for state income taxes
|
$ | 2,750 | $ | 2,853 | ||||
Shares retired
|
$ | - | $ | 43 |
·
|
Initiate a Phase 2A clinical trial of orBec
®
in pediatric Crohn’s disease;
|
·
|
Use RiVax
TM
and SGX204 to support development efforts and establish proof of concept with the Company’s proprietary vaccine heat stabilization technology known as ThermoVax™;
|
·
|
Apply for and secure further government funding for development of its BioDefense programs, namely RiVax™, SGX204, and SGX202 in GI ARS;
|
·
|
Evaluate the effectiveness of orBec
®
/Oral BDP in other therapeutic indications involving inflammatory conditions of the gastrointestinal (“GI”) tract such as prevention of acute radiation enteritis, prevention of acute GVHD, and treatment of chronic GI GVHD;
|
·
|
Continue to secure additional government funding for each of its BioTherapeutics and Vaccines/BioDefense programs through grants, contracts and/or procurements;
|
·
|
Acquire or in-license new clinical-stage compounds for development; and
|
·
|
Explore other business development and acquisition strategies.
|
·
|
The Company has instituted a cost reduction plan which has reduced headcount and will continue to reduce costs wherever possible.
|
·
|
The Company has approximately $3.8 million in active grant funding still available to support its associated research programs through 2013 and beyond. The Company plans to submitted additional grant applications for further support of its programs with various funding agencies.
|
·
|
The Company has continued to use equity instruments to provide a portion of the compensation due to vendors and collaboration partners and expects to continue to do so for the foreseeable future.
|
·
|
The Company will pursue Net Operating Losses (“NOLs”) sales in the State of New Jersey pursuant to its Technology Business Tax Certificate Transfer Program. Based on the receipt of $574,157 in proceeds pursuant to NOLs sales in 2011, the Company expects to participate in the program during 2012 and beyond; and
|
·
|
The Company may seek additional capital in the private and/or public equity markets to continue its operations, respond to competitive pressures, develop new products and services, and to support new strategic partnerships. The Company is currently evaluating additional equity financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing.
|
·
|
a dividend yield of 0%;
|
·
|
an expected life of 4 years;
|
·
|
volatilities ranging from 123% to 160% and 127% to 129% for 2011 and 2010, respectively;
|
·
|
forfeitures at a rate of 12%; and
|
·
|
risk-free interest rates of 0.69% and 1.47% to 0.77% to 1.91% in 2011 and 2010, respectively.
|
·
|
Be commensurate with either of the following:
|
o
|
The vendor’s performance to achieve the milestone
|
o
|
The enhancement of the value of the item delivered as a result of a specific outcome resulting from the vendor’s performance to achieve the milestone
|
·
|
Relate solely to past performance
|
·
|
Be reasonable relative to all deliverables and payment terms in the arrangement
|
Weighted Average Amortization period
(years)
|
Cost
|
Accumulated
Amortization
|
Net Book Value
|
|||||||||||||
December 31, 2011
|
||||||||||||||||
Licenses
|
8.72 | $ | 462,234 | $ | 224,708 | $ | 237,526 | |||||||||
Patents
|
3.3 | 1,893,185 | 1,051,145 | 842,040 | ||||||||||||
Total
|
4.4 | $ | 2,355,419 | $ | 1,275,853 | $ | 1,079,566 | |||||||||
December 31, 2010
|
||||||||||||||||
Licenses
|
9.7 | $ | 462,234 | $ | 197,469 | $ | 264,765 | |||||||||
Patents
|
4.2 | 1,912,784 | 941,560 | 971,224 | ||||||||||||
Total
|
5.3 | $ | 2,375,018 | $ | 1,139,029 | $ | 1,235,989 |
Year
|
Amortization Expense
|
|||
2012
|
$ | 223,200 | ||
2013
|
$ | 223,200 | ||
2014
|
$ | 223,200 | ||
2015
|
$ | 223,200 | ||
2016
|
$ | 223,200 |
2011
|
2010
|
|||||||
Net operating loss carry forwards
|
$ | 26,001,000 | $ | 26,294,000 | ||||
Orphan drug and research and development credit carry forwards
|
2,818,000 | 3,462,000 | ||||||
Other
|
1,615,000 | 1,796,000 | ||||||
Total
|
30,434,000 | 31,552,000 | ||||||
Valuation allowance
|
(30,434,000 | ) | (31,552,000 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
2011
|
2010
|
|||||||
Income tax loss at federal statutory rate
|
(34.00 | ) % | (34.00 | ) % | ||||
State tax benefits, plus sale of NJ NOLs, net of federal benefit
|
(6.00 | ) | (6.50 | ) | ||||
Subtotal
|
(40.00 | ) | (40.50 | ) | ||||
Valuation allowance
|
20.56 | 37.28 | ||||||
Provision for income taxes (benefit)
|
(19.44 | ) % | (3.22 | ) % |
·
|
In sixteen separate transactions during 2011, the Company issued an aggregate of 90,789 shares of common stock under its existing Fusion Capital equity facility. The Company received an aggregate of $355,000 in proceeds which approximated the shares’ fair market value on the date of issuance.
|
·
|
As a result of stock option exercises, 79,844 shares were issued during 2011. The Company received an aggregate of $253,613 in proceeds from these exercises.
|
·
|
As a result of granting Sigma-Tau an exclusive license to commercialize orBec
®
in the European territory, the Company amended the license agreement with Dr. George McDonald and issued 66,890 shares of Company stock in lieu of $400,000 cash obligation. Stock price used for share calculation was $5.98, closing price at July 29, 2011.
|
·
|
In December 2011, the Company issued 25,625 shares of common stock as part of an employee’s severance from the Company.
|
·
|
In December 2011, the Company issued 29,297 shares of common stock as part of consideration for services performed.
|
·
|
In five separate transactions during 2010, the Company issued an aggregate of 14,705 shares of common stock under its existing Fusion Capital equity facility. The Company received an aggregate of $70,000 in proceeds which approximated the shares’ fair market value on the date of issuance.
|
·
|
In January 2010, the Company issued 20,161 shares of common stock pursuant to the $400,000 ($300,000 of which was issued in 2009) common stock equity investment agreement with its Phase 3 electronic data capture partner, Numoda Corporation (“Numoda”). These shares were priced at the then current 5-day average market price of $5.00 per share. The Company recognized $104,838 of research and development expense during the year ended December 31, 2010 as a result of this transaction.
|
·
|
On June 15, 2010, the Company entered into a Securities Purchase Agreement totaling $5,904,277 (before expenses of the offering) with accredited investors, including members of the Company’s Board of Directors and Sigma-Tau. Pursuant to the Purchase Agreement, on June 18, 2010, the Company completed the private placement to the investors of 1,440,068 shares of the Company’s common stock and warrants to purchase up to 864,040 shares of the Company’s common stock. The warrants are exercisable at a price of $5.60 per share for a period of five years commencing on June 18, 2010. The expiration date of the warrants is subject to acceleration if the closing sales price of the Company’s common stock attains certain per share values. The Company paid an aggregate placement agent/finder's fee to three different entities of $162,977 in cash and issued warrants to purchase 47,067 shares of common stock having the same terms as the warrants issued to the investors in the private placement. Net proceeds to the Company of the offering were $5,679,856.
|
·
|
As a result of stock option and warrant exercises during 2010, 54,044 shares were issued for total proceeds of $76,853 to the Company.
|
1)
|
the Discretionary Option Grant Program, under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of common stock,
|
2)
|
the Salary Investment Option Grant Program, under which eligible employees may elect to have a portion of their base salary invested each year in options to purchase shares of common stock,
|
3)
|
the Automatic Option Grant Program, under which eligible nonemployee Board members will automatically receive options at periodic intervals to purchase shares of common stock, and
|
4)
|
the Director Fee Option Grant Program, under which non-employee Board members may elect to have all, or any portion, of their annual retainer fee otherwise payable in cash applied to a special option grant.
|
1)
|
the Discretionary Option Grant Program, under which eligible persons may, at the discretion of the Plan Administrator, be issued common stock or granted options to purchase shares of common stock,
|
2)
|
the Salary Investment Option Grant Program, under which eligible employees may elect to have a portion of their base salary invested each year in options to purchase shares of common stock,
|
3)
|
the Automatic Option Grant Program, under which eligible nonemployee Board members will automatically receive options at periodic intervals to purchase shares of common stock, and
|
4)
|
the Director Fee Option Grant Program, under which non-employee Board members may elect to have all, or any portion, of their annual retainer fee otherwise payable in cash applied to a special option grant.
|
December 31, | ||||||||
2011
|
2010
|
|||||||
Shares available for grant at beginning of year
|
396,223 | 22,742 | ||||||
Increase in shares available for the plan
|
- | 750,000 | ||||||
Options granted
|
(523,344 | ) | (439,625 | ) | ||||
Options forfeited or expired
|
187,813 | 63,106 | ||||||
|
||||||||
Shares available for grant at
end of year
|
60,692 | 396,223 |
Options
|
Weighted Average
Options Exercise
Price
|
|||||||
Balance at December 31, 2009
|
965,581 | 4.78 | ||||||
Granted
|
439,625 | 4.55 | ||||||
Exercised
|
(34,044 | ) | 1.38 | |||||
Forfeited
|
(63,106 | ) | 3.90 | |||||
Balance at December 31, 2010
|
1,308,056 | $ | 4.84 | |||||
Granted
|
523,344 | 1.68 | ||||||
Exercised
|
(79,844 | ) | 3.18 | |||||
Forfeited
|
(207,314 | ) | 1.88 | |||||
Balance at December 31, 2011
|
1,544,242 | $ | 3.75 |
Price
Range
|
Weighted Average
Remaining
Contractual Life in Years
|
Outstanding
Options
|
Exercisable
Options
|
||||||||||
$0.64-$2.20 | 8.6 | 638,300 | 373,925 | ||||||||||
$2.80-$4.10 | 8.7 | 263,657 | 182,922 | ||||||||||
$4.64-$8.60 | 6.8 | 483,531 | 379,641 | ||||||||||
$9.40-$11.60 | 4.8 | 150,000 | 150,000 | ||||||||||
$ 14.80-$25.60 | 1.7 | 8,754 | 8,754 | ||||||||||
Total
|
7.7 | 1,544,242 | 1,095,242 |
Warrants
|
Weighted Average
Warrant Exercise
Price
|
|||||||
Balance at December 31, 2009
|
2,123,644 | $ | 4.81 | |||||
Granted
|
950,014 | 5.59 | ||||||
Exercised
|
(20,000 | ) | 1.50 | |||||
Expired
|
(349,839 | ) | 19.85 | |||||
Balance at December 31, 2010
|
2,703,819 | $ | 4.40 | |||||
Granted
|
4,750 | 3.85 | ||||||
Exercised
|
- | - | ||||||
Expired
|
(7,000 | ) | 0.66 | |||||
Balance at December 31, 2011
|
2,701,569 | $ | 4.40 |
Price
Range
|
Weighted Average
Remaining
Contractual Life in Years
|
Outstanding
Warrants
|
Exercisable
Warrants
|
||||||||||
$2.00-$2.20 | 2.1 | 52,500 | 52,500 | ||||||||||
$2.80-$2.80 | 2.1 | 1,095,702 | 1,095,702 | ||||||||||
$3.80-$4.40 | 0.4 | 111,972 | 111,972 | ||||||||||
$5.00-$6.20 | 3.2 | 1,413,389 | 1,413,389 | ||||||||||
$11.80-$11.80 | 0.1 | 28,005 | 28,005 | ||||||||||
Total
|
2.6 | 2,701,568 | 2,701,568 |
Year
|
Research and Development
|
Property and
Other Leases
|
Severance
|
Total
|
||||||||||||
2012
|
$ | 235,000 | $ | 100,621 | $ | 154,362 | $ | 489,983 | ||||||||
2013
|
75,000 | 104,559 | - | 179,559 | ||||||||||||
2014
|
75,000 | 101,198 | - | 176,198 | ||||||||||||
2015
|
75,000 | 24,938 | - | 99,938 | ||||||||||||
2016
|
75,000 | - | - | 75,000 | ||||||||||||
Total
|
$ | 535,000 | $ | 331,316 | $ | 154,362 | $ | 1,020,678 |
For the Year Ended December 31,
|
||||||||
2011
|
2010
|
|||||||
Revenues
|
||||||||
Vaccines/BioDefense
|
$ | 2,010,234 | $ | 1,441,228 | ||||
BioTherapeutics
1
|
5,652,588 | 506,400 | ||||||
Total
|
$ | 7,662,822 | $ | 1,947,628 | ||||
Loss from Operations
|
||||||||
Vaccines/BioDefense
|
$ | (154,395 | ) | $ | (1,204,824 | ) | ||
BioTherapeutics
|
(1,278,156 | ) | (5,018,090 | ) | ||||
Corporate
|
(1,527,644 | ) | (1,655,507 | ) | ||||
Total
|
$ | (2,960,195 | ) | $ | (7,878,421 | ) | ||
Amortization and Depreciation Expense
|
||||||||
Vaccines/BioDefense
|
$ | 42,640 | $ | 36,843 | ||||
BioTherapeutics
|
181,213 | 146,832 | ||||||
Corporate
|
2,174 | 2,021 | ||||||
Total
|
$ | 226,027 | $ | 185,696 | ||||
Interest Income
|
||||||||
Corporate
|
$ | 7,444 | $ | 12,074 | ||||
Stock-Based Compensation
|
||||||||
Vaccines/BioDefense
|
$ | 78,622 | $ | 106,842 | ||||
BioTherapeutics
|
426,666 | 195,252 | ||||||
Corporate
|
210,517 | 269,451 | ||||||
Total
|
$ | 715,805 | $ | 571,545 | ||||
As of December 31,
|
||||||||
2011 | 2010 | |||||||
Identifiable Assets
|
||||||||
Vaccines/BioDefense
|
$ | 689,266 | $ | 480,995 | ||||
BioTherapeutics
|
753,767 | 927,973 | ||||||
Corporate
|
6,780,625 | 7,859,579 | ||||||
Total
|
$ | 8,223,658 | $ | 9,268,547 |
1
|
BioTherapeutics revenues for 2011 include the receipt of a $5 million licensing fee from Sigma-Tau in July 2011.
|
WITNESS |
LANDLORD
CPPI II LLC
|
|||
/s/ | ||||
By: | /s/ Deborah Tsabari | |||
Deborah Tsabari | ||||
Managing Member | ||||
WITNESS |
TENANT
Soligenix, Inc.
|
|||
/s/ | By: | /s/ Christopher J. Schaber | ||
Name: Christopher J. Schaber | ||||
Title: President and CEO |
a.
|
Leased Premises: Suite C-10 containing approximately 5250
rentable square feet.
|
b.
|
Term (Article 1): Three (3) years from the Commencement Date (plus the partial
month, if any, if the
Commencement Date is not on the first day of a calendar month.
|
c.
|
Commencement Date: Commencement Date shall be April 1, 2012.
|
d.
|
Rent Commencement Date: April 1, 2012.
|
e.
|
Base Rent (Section 2.01): For the first 12 months of the Lease Term Base Rent is $95,812.50 payable $7,984.38 per month.
|
f.
|
Base Rent Increases:
Year
Month
Base Rent commencing on the 13
th
month of the Lease through the 36
th
month
$99,750 $8,312.50
|
h.
|
First Monthly Rent is hereby acknowledged with the execution of the Lease by Tenant.
|
i.
|
Estimated Monthly Tenant Utility Cost (Section 3.05): N/A for direct meter. Tenant shall pay all Tenant utility costs directly to the entity supplying the service.
|
j.
|
Cost of Living Index: N/A
|
k.
|
Tenant's Proportionate Share (Section 3.01): 8.6%.
|
l.
|
Security Deposit: $30,000 cash deposit (the "Security Deposit").
|
m.
|
Base year — 2012 |
n.
|
Landlord Contribution to Tenant's Work: $NONE |
o.
|
Landlord's Work: $NONE |
p.
|
Permitted Use (Section 6.01): General and Administrative Office
|
q.
|
Landlord's Notice Address:
c/o Oestrcicher Properties Inc.
160 Water Street
New York. New York 10038
|
r.
|
Tenant's Notice Address:
Prior to Commencement Date: 29 Emmons Drive
Princeton, NJ
Subsequent
to Commencement Date: at the Leased Premises
with a copy to:
|
s.
|
Parking Spaces (Section 20.1
8):
1 space per 250 square feet of office space
|
t.
|
Broker (Section 20.01): NONE |
u.
|
Access: Tenant is
presently in possession of the Leased Premises.
|
1.
|
I have reviewed this Form 10-K of the Soligenix, Inc. for the fiscal year ended December 31, 2011;
|
2.
|
Based on my knowledge, this 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 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 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;
|
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;
|
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
|
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
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
March 26, 2012
|
/s/
Christopher J. Schaber
|
Christopher J. Schaber, Ph.D.
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Form 10-K of the Soligenix, Inc. for the fiscal year ended December 31, 2011;
|
2.
|
Based on my knowledge, this 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 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 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;
|
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;
|
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
|
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
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
March 26, 2012
|
/s/
Joseph M. Warusz
|
Joseph M. Warusz, CPA
|
|
Vice Presient of Finance,
Acting Chief Financial Officer
|
|
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
March 26, 2012
|
/s/
Christopher J. Schaber
|
Christopher J. Schaber, Ph.D.
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
March 26, 2012
|
/s/
Joseph M. Warusz
|
Joseph M. Warusz, CPA
|
|
Vice Presient of Finance,
Acting Chief Financial Officer
|
|
(Principal Financial Officer)
|