Delaware
|
3826
|
20-0982060
|
||
(State or jurisdiction of incorporation or organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
(Do not check if a smaller reporting
company)
|
Title of Each Class of Securities to be Registered
|
Amount to be
Registered
(1)
|
Proposed Maximum Offering Price Per Share
(2)
|
Proposed Maximum Aggregate Offering Price
|
Amount of Registration
Fee (3) (4)
|
||||||||||||
Shares of common stock, par value $0.001
|
774,325
|
$
|
$5.00
|
$
|
3,8 71,625
|
$
|
443.69
|
|||||||||
Shares of common stock, par value $0.001 to be issued upon the exercise of outstanding warrants and convertible preferred stock
|
633,144
|
$
|
$5.00
|
$
|
3,165,750
|
$
|
362.79
|
|||||||||
Total shares being registered
|
1, 407,469
|
$
|
7,037,345
|
$
|
806.48
|
Pa
ge
|
|
1 | |
3 | |
12 | |
12 | |
DETERMINATION OF OFFERING PRICE | 18 |
DILUTION | 18 |
1 9 | |
23 | |
24 | |
26 | |
27 | |
30 | |
31 | |
31 | |
33 | |
33 | |
33 | |
34 | |
II-1
|
Shares of our common stock offered for re-sale by the selling stockholders pursuant to this prospectus
|
1 ,407,469
|
|
Common stock currently outstanding
|
4, 302,270
|
|
|
||
Proceeds to the Company
|
We will not receive any proceeds from the resale or other disposition of the shares covered by this prospectus by any selling shareholder. We will receive net proceeds from the exercise of the warrants to purchase shares of our common stock covered by this prospectus which would total
$ 2,221,119
if all the warrants were exercised for cash payment.
|
|
Risk Factors
|
There are significant risks involved in investing in our Company. For a discussion of risk factors you should consider before buying our common stock see “Risk Factors” beginning on page 3
|
·
|
our supplier of required parts may cease or interrupt production or otherwise fail to supply us with an adequate supply of required parts for a number of reasons, including contractual disputes with our supplier or adverse financial developments at or affecting the supplier;
|
·
|
we have reduced control over the pricing of third party-supplied materials, and our supplier may be unable or unwilling to supply us with required materials on commercially acceptable terms, or at all;
|
·
|
we have reduced control over the timely delivery of third party-supplied materials; and
|
·
|
our supplier may be unable to develop technologically advanced products to support our growth and development of new systems.
|
·
|
the pending patent applications we have filed or to which we have exclusive rights may not result in issued patents or may take longer than we expect to result in issued patents;
|
·
|
the claims of any patents which are issued may not provide meaningful protection;
|
·
|
we may not be able to develop additional proprietary technologies that are patentable;
|
·
|
the patents licensed or issued to us or our customers may not provide a competitive advantage;
|
·
|
other companies may challenge patents licensed or issued to us or our customers;
|
·
|
patents issued to other companies may harm our ability to do business;
|
·
|
other companies may independently develop similar or alternative technologies or duplicate our technologies; and
|
·
|
other companies may design around the technologies we have licensed or developed.
|
·
|
assert claims of infringement;
|
·
|
enforce our patents;
|
·
|
protect our trade secrets or know-how; or
|
·
|
determine the enforceability, scope and validity of the proprietary rights of others.
|
·
|
trade restrictions and changes in tariffs;
|
·
|
the impact of business cycles and downturns in economies outside of the United States;
|
·
|
unexpected changes in regulatory requirements that may limit our ability to export our products or sell into particular jurisdictions;
|
·
|
import and export license requirements and restrictions;
|
·
|
difficulties in maintaining effective communications with employees and customers due to distance, language and cultural barriers;
|
·
|
disruptions in international transport or delivery;
|
·
|
difficulties in protecting our intellectual property rights, particularly in countries where the laws and practices do not protect proprietary rights to as great an extent as do the laws and practices of the United States;
|
·
|
difficulties in enforcing agreements through non-U.S. legal systems;
|
·
|
longer payment cycles and difficulties in collecting receivables; and
|
·
|
potentially adverse tax consequences.
|
1.
|
Contract 2R44AI079935-03 with the National Institutes of Health; to develop strontium-selective therapies, contract amount: $3,000,000.00, operative from 08/24/2011 - 07/31/2014, $184,954.01 paid to date, $2,815,045.99 remaining in contract.
|
2.
|
Contract 1R43GM090387-01 with the National Institutes of Health; to develop assays for carcinogens, contract amount: $200,000.00, operative from 08/06/2010 - 08/05/2012, $112,982.86 paid to date, $87,017.14 remaining in contract.
|
•
|
Functional Assays, or to what extent a drug inhibits a protein target;
|
•
|
Binding Assays, or whether a drug binds to a protein;
|
•
|
Cell Assays, such as whether a drug acts upon a cell model for a disease;
|
•
|
Ion Channel Assays, or whether a drug inhibits hERG protein, which is associated with cardiotoxicity;
|
•
|
Price of the instrument - XRpro® is priced similar to other instruments that have large monthly reagent or label costs;
|
•
|
Monthly costs - XRpro® dramatically reduces costs by eliminating the need for reagents, antibodies and labels, allowing savings of approximately $500K per month;
|
•
|
Fast -. XRpro® currently runs at a rate of 2,000,000 measurements per month;
|
•
|
Sensitive - XRpro® measures nanograms of material, which has allowed us to reduce protein consumption tenfold in some cases;
|
•
|
Precise - XRpro® has demonstrated Z-Factors, which are a common measurement of assay precision, above 0.8. This is roughly equivalent to 12 standard deviations between an assay and a blank;
|
•
|
Durable - XRpro® allows samples to be read dry, months after assay, in contrast to most competing assays which must be read wet, and shortly after the assay was run; and
|
•
|
Data Rich - XRpro® allows simultaneous on-target and cross-target functional assays, which gives an estimate of both safety and toxicity.
|
1.
|
US Patent Application 20100003697, Method and Apparatus for Measuring Analyte Transport Across Barriers
|
2.
|
US Patent Application 20090087919, Method and Apparatus for Measuring Protein Post-Translational Modification
|
3.
|
US Patent Application 20090046832, Well Plate
|
4.
|
US Patent Application 20080220441, Advanced drug development and manufacturing (jointly filed and owned with Los Alamos National Security, LLC)
|
|
Number of securities to
be
issued upon exercise of
outstanding options,
warrants
and rights
|
Weighted-average
exercise
price of outstanding
options,
warrants and rights
|
Number of securities
remaining
available for future
issuance
under equity compensation
plans
|
|||||||||
Equity compensation plans approved by security holders
|
518,445
|
3.54
|
2,481,555
|
|||||||||
Equity compensation plans not approved by security holders
|
0
|
0
|
0
|
|||||||||
Total
|
518,445
|
3.54
|
2,481,555
|
Name
|
Age
|
Office(s) Held
|
Dr. Benjamin Warner
|
43
|
President, Chief Executive Officer, Treasurer, Director
|
Edward Roffman
|
62
|
Director
|
Jeremiel Zimmerman
|
62
|
Director
|
Name and Principal Position
|
Year
|
Salary ($)
|
Bonus ($)
|
Option Awards ($)
|
Non-Equity Incentive Plan Compensation ($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other Compensation
($)
(1)(2)
|
Total ($)
|
||||||||||||||||||||||||
Dr. Benjamin Warner,
President and Chief Executive Officer, Treasurer
|
2011
2010
|
199,700
193,442
|
- | - | - | - |
24,196
28,917
|
223,896
222,359
|
||||||||||||||||||||||||
Lori Peterson
Chief Operating Officer*
|
2011
2010
|
144,000
119,641
|
- | - | - | - |
12,319
7,933
|
155 ,319
127, 574
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||||||||||||||||||||||||||||
OPTION AWARDS
|
STOCK AWARDS
|
||||||||||||||||||||||||||||||||||
Name
|
Number of Securities Underlying Unexercised Options
(#)
Exercisable
|
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
|
Equity Incentive
Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration Date
|
Number of
Shares or
Units of Stock
That Have
Not Vested
(#)
|
Market Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights That
Have
Not Vested
(#)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have
Not Vested
(#)
|
||||||||||||||||||||||||||
Dr. Benjamin Warner
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
- | ||||||||||||||||||||||||||
Lori Peterson
|
50,000
|
-
|
-
|
5.71
|
8/16
|
-
|
-
|
-
|
- | ||||||||||||||||||||||||||
220,000
|
1.10
|
2
|
2/21
|
DIRECTOR COMPENSATION*
|
|||||||||||||||||||||||||
Name
|
Fees Earned or
Paid in Cash
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity Incentive Plan Compensation
($)
|
Non-Qualified Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
||||||||||||||||||
Dr. Benjamin Warner
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Lori Peterson** |
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||
Jeremiel Zimmerman
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(1)
|
Percentage of class beneficially owned is calculated by dividing the amount and nature of beneficial ownership by the total shares of common stock outstanding plus the shares subject to warrants and options that are currently exercisable or exercisable within 60 days of February 1, 2012.
|
(2)
|
Includes 25,035 shares of Series A preferred stock which is convertible into 25,035 shares of common stock. Includes 1,445 shares of common stock issued as a dividend with respect to his shares of Series A preferred stock . Also includes warrants to purchase 25,035 shares of common stock. The Series A preferred stock and the warrants are held by jointly by Dr. Warner and his wife, Ellen McBee.
|
(3)
|
Unless otherwise set forth herein, the address of each beneficial owner is 278 DP Road, Suite D, Los Alamos, New Mexico 87587544
|
Shareholder and Name of Person Controlling
|
Number of Shares
Before Offering
|
Number of
Shares Offered
|
Date Acquired
|
Amount of Shares
Owned After Offering
|
Percent of Shares
Held After Offering
|
|||||||||||||||
Eight Family Trust
|
27,851
|
(1)
|
27,851
|
3/22/2011
|
0
|
0
|
||||||||||||||
Chang-Tai Hsieh
|
19,756
|
(2)
|
19,756
|
3/24/2011
|
0
|
0
|
||||||||||||||
Joseph Amato Revocable Trust
|
52,632
|
(3)
|
52,632
|
4/7/2011
|
0
|
0
|
||||||||||||||
Sin Fa Wang and Mei Wang
|
18,058
|
(4)
|
18,058
|
4/11/2011
|
0
|
0
|
||||||||||||||
S/L Trilling Trust
|
36,104
|
(5)
|
36,104
|
4/14/2011
|
0
|
0
|
||||||||||||||
Douglas Jensen
|
27,785
|
(6)
|
27,785
|
4/18/2011
|
0
|
0
|
||||||||||||||
Mark Litwin
|
35,088
|
(7)
|
35,088
|
4/26/2011
|
0
|
0
|
||||||||||||||
Robert S. Colman
|
18,027
|
(8)
|
18,027
|
4/27/2011
|
0
|
0
|
||||||||||||||
2030 Investors LLC/401K Plan
|
51,293
|
(9)
|
51,293
|
5/12/2011
|
0
|
0
|
||||||||||||||
Sarah Abrams
|
42,998
|
(10)
|
42,998
|
5/12/2011
|
0
|
0
|
||||||||||||||
Matthew Abrams
|
92,998
|
(11)
|
92,998
|
5/12/2011
|
0
|
0
|
||||||||||||||
Joseph W. and Patricia G. Family Trust
|
160,450
|
(12)
|
160,450
|
5/16/2011
|
0
|
0
|
||||||||||||||
James Jensen
|
70,000
|
(13)
|
70,000
|
6/7/2011
|
0
|
0
|
||||||||||||||
Chan Kei Blu
|
53,301
|
(14)
|
53,301
|
9/8/2011
|
0
|
0
|
||||||||||||||
Louitt & V. Hannan, Inc. Salary Deferral Plan FBO J. Thomas Hannan
|
17,757
|
(15)
|
17,757
|
9/13/2011
|
0
|
0
|
||||||||||||||
George Mainas
|
17,699
|
(16)
|
17,699
|
10/13/2011
|
0
|
0
|
||||||||||||||
Saunders and Diane Kohn
|
70,588
|
(17)
|
70,588
|
10/17/2011
|
0
|
0
|
||||||||||||||
David Steinhardt and Tobi B Richman Steinhardt Trust
|
20,176
|
(18)
|
20,176
|
1/22/2012
|
0
|
0
|
||||||||||||||
Los Alamos National Security, LLC
|
157,500
|
(19)
|
157,500
|
(19
|
)
|
0
|
0
|
|||||||||||||
Richard Scott Lane
|
73,571
|
(20)
|
73,571
|
(20
|
)
|
0
|
0
|
|||||||||||||
Aldermon Holdings
|
17,500
|
(21)
|
17,500
|
(21
|
)
|
0
|
0
|
|||||||||||||
TRV, LLC
|
8,750
|
(22)
|
8,750
|
4/6/2006
|
0
|
0
|
||||||||||||||
David Clark
|
8,750
|
8,750
|
5/9/2006
|
0
|
0
|
|||||||||||||||
CO 51 AIC Holdings LLC
|
87,565
|
(23)
|
87,565
|
9/22/2006
|
0
|
0
|
||||||||||||||
Jack Warner
|
10,000
|
10,000
|
10/10/2006
|
0
|
0
|
|||||||||||||||
Cirrus Advisors, Inc.
|
26,250
|
(24)
|
26,250
|
(24
|
)
|
0
|
0
|
|||||||||||||
Michael Lyon Profit Sharing Plan
|
25,715
|
(24)
|
25,715
|
(24
|
)
|
0
|
0
|
|||||||||||||
Susan Gerard
|
26,250
|
(24)
|
26,250
|
(24
|
)
|
0
|
0
|
|||||||||||||
Susan Gerard IRA
|
25,714
|
(24)
|
25,714
|
(24
|
)
|
0
|
0
|
|||||||||||||
Nathan H. Zahler
|
2,418
|
(25)
|
2,418
|
(25
|
)
|
0
|
0
|
|||||||||||||
Gregg Rzepczynski
|
2,459
|
(26)
|
2,459
|
(26
|
)
|
0
|
0
|
|||||||||||||
Emelia A. Solomon
|
1,830
|
(27)
|
1,830
|
(27
|
)
|
0
|
0
|
|||||||||||||
Pratima Bharti
|
636
|
(28)
|
636
|
(28
|
)
|
0
|
0
|
|||||||||||||
First South Africa Management
|
100,000
|
(29)
|
100,000
|
(29
|
)
|
0
|
0
|
|||||||||||||
Total
|
1, 407,469
|
1, 407,469
|
0
|
0
|
(1)
|
Includes 13,500 shares of common stock which are convertible upon conversion of the Series A Preferred Stock, 13,500 shares of common stock which are issuable upon exercise of the warrant and 851 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock. Walter Bilofsky has sole voting and dispositive power with respect to these securities.
|
(2)
|
Includes (i) 8,772 shares of common stock which are convertible upon conversion of the Series A Preferred Stock; (ii) 8,772 shares of common stock which are issuable upon exercise of the warrant; (iii) 324 shares of common stock issued upon exercise stock options that were exercised on March 3, 2011; (iv) 420 shares of common stock issued upon exercise stock options that were exercised on March 17, 2011; (v) 420 shares of common stock issued upon exercise stock options that were exercised on March 31, 2011; (vi) 419 shares of common stock issued upon exercise stock options that were exercised on April 14, 2011; (vii) 420 shares of common stock issued upon exercise stock options that were exercised on April 28, 2011; and (viii) 209 stock options that were exercised on May 26, 2011.
|
(3)
|
Includes 26,316 shares of common stock which are convertible upon conversion of the Series A Preferred Stock and 26,316 shares of common stock which are issuable upon exercise of the warrant
. Joseph Amato has sole voting and dispositive power with respect to these securities.
|
(4)
|
Includes 8,772 shares of common stock which are convertible upon conversion of the Series A Preferred Stock, 8,772 shares of common stock which are issuable upon exercise of the warrant and 514 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock.
|
(5)
|
Includes 17,544 shares of common stock which are convertible upon conversion of the Series A Preferred Stock, 17,544 shares of common stock which are issuable upon exercise of the warrant and 1,016 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock. Stan Trilling has sole voting and dispositive power with respect to these securities.
|
(6)
|
Includes (i) 5,000 shares of common stock which are convertible upon conversion of the Series A Preferred Stock; (ii) 5,000 shares of common stock which are issuable upon exercise of the warrant; (iii) 10,500 shares of common stock that were issued on February 6, 2006; and (iv) 7,000 shares of common stock that were issued on July 19, 2006 and 285 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock.
|
(7)
|
Includes 17,544 shares of common stock which are convertible upon conversion of the Series A Preferred Stock and 17,544 shares of common stock which are issuable upon exercise of the warrant
|
(8)
|
Includes 8,772 shares of common stock which are convertible upon conversion of the Series A Preferred Stock, 8,772 shares of common stock which are issuable upon exercise of the warrant and 483 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock.
|
(9)
|
Includes 25,000 shares of common stock which are convertible upon conversion of the Series A Preferred Stock, 25,000 shares of common stock which are issuable upon exercise of the warrant and 1,293 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock. Ellison Morgan has sole voting and dispositive power with respect to these securities.
|
(10)
|
Includes: (i) 8,772 shares of common stock which are convertible upon conversion of the Series A Preferred Stock; (ii) 8,772 shares of common stock which are issuable upon exercise of the warrant; and (iii) 25,000 shares of common stock that were issued on October 26, 2010 for services rendered and 454 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock.
|
(11)
|
Includes (i) 8,772 shares of common stock which are convertible upon conversion of the Series A Preferred Stock; (ii) 8,772 shares of common stock which are issuable upon exercise of the warrant; (iii) 75,000 shares of common stock that were issued on October 26, 2010 for services rendered and 454 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock.
|
(12)
|
Includes (i) 43,860 shares of common stock which are convertible upon conversion of the Series A Preferred Stock; (ii) 43,860 shares of common stock which are issuable upon exercise of the warrant; and (ii) 70,500 shares of common stock that were issued on October 26, 2010 for services rendered and 2,230 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock. Joseph Abrams has sole voting and dispositive power with respect to these securities.
|
(13)
|
Includes (i) 35,000 shares of common stock which are convertible upon conversion of the Series A Preferred Stock; (ii) 35,000 shares of common stock which are issuable upon exercise of the warrant.
|
(14)
|
Includes 26,316 shares of common stock which are convertible upon conversion of the Series A Preferred Stock, 26,316 shares of common stock which are issuable upon exercise of the warrant and 669 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock.
|
(15)
|
Includes 8,772 shares of common stock which are convertible upon conversion of the Series A Preferred Stock, 8,772 shares of common stock which are issuable upon exercise of the warrant and 213 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock. Thomas Hannan has sole voting and dispositive power with respect to these securities.
|
(16)
|
Includes 8,772 shares of common stock which are convertible upon conversion of the Series A Preferred Stock, 8,772 shares of common stock which are issuable upon exercise of the warrant and 155 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock.
|
(17)
|
Includes 35,000 shares of common stock which are convertible upon conversion of the Series A Preferred Stock,35,000 shares of common stock which are issuable upon exercise of the warrant and 588 shares of common stock that were issued in February 14, 2012 as a dividend with respect to the Series A preferred stock.
|
(18)
|
Includes 10,088 shares of common stock which are convertible upon conversion of the Series A Preferred Stock and 10,088 shares of common stock which are issuable upon exercise of the warrant. David Steinhardt and Tobi B Richman Steinhardt have shared voting and dispositive power with respect to these securities.
|
(19)
|
Shares issued on June 15, 2006 in connection with a license agreement. Charles McMillan has sole voting and dispositive power with respect to these securities.
|
(20)
|
Includes (i) 35,000 shares of common stock that were issued on January 23, 2006; and (ii) 38,571 shares of common stock that were issued on October 22, 2010 in connection with a settlement agreement.
|
(21)
|
Includes (i) 8,750 shares of common stock that were issued on March 27, 2006; and (ii) 8,750 shares of common stock that were issued on May 19, 2006. Yves Malki has sole voting and dispositive power with respect to these securities.
|
(22)
|
Robert Gurolnick has sole voting and dispositive power with respect to these securities.
|
(23)
|
Paul Daguerdas has sole voting and dispositive power with respect to these securities.
|
(24)
|
Includes (i) 52,500 shares of common stock that were issued on August 1, 2006 for services rendered of which 26,250 shares were transferred to Cirrus Advisors, Inc. a company which Mr. Lyons has a controlling interest and 26,250 were transferred on August 3, 2011 to Susan Gerard as part of a divorce settlement; and (ii) 51,429 shares of common stock that were issued on October 22, 2010 of which 25,715 shares were transferred to the Michael T. Lyon Profit Sharing Plan and 25,714 shares were transferred on August 3, 2011 to the Susan Gerard IRA as part of a divorce settlement between Lyon and Gerard.
Michael Lyon has sole voting and dispositive power with respect to the securities held by each of Cirrus Advisors, Inc. and the Michal T. Lyon Profit Sharing Plan. Susan Gerard has sole voting and dispositive power with respect to the securities held by the Susan Gerard IRA.
|
(25)
|
Includes (i) 381 shares of common stock issued upon exercise stock options that were exercised on March 3, 2011; (ii) 453 shares of common stock issued upon exercise stock options that were exercised on March 17, 2011; (iii) 453 shares of common stock issued upon exercise stock options that were exercised on March 31, 2011; (iv) 452 shares of common stock issued upon exercise stock options that were exercised on April 14, 2011; (v) 453 shares of common stock issued upon exercise stock options that were exercised on April 28, 2011; and (vi) 226 shares of common stock issued upon exercise stock options that were exercised on May 26, 2011.
|
(26)
|
Includes (i) 326 shares of common stock issued upon exercise stock options that were exercised on March 3, 2011; (ii) 474 shares of common stock issued upon exercise stock options that were exercised on March 17, 2011; (iii) 474 shares of common stock issued upon exercise stock options that were exercised on March 31, 2011; (iv) 474 shares of common stock issued upon exercise stock options that were exercised on April 14, 2011; (v) 474 shares of common stock issued upon exercise stock options that were exercised on April 28, 2011; and (vi) 237 shares of common stock issued upon exercise stock options that were exercised on May 26, 2011.
|
(27)
|
Includes (i) 333 shares of common stock issued upon exercise stock options that were exercised on March 3, 2011; (ii) 333 shares of common stock issued upon exercise stock options that were exercised on March 17, 2011; (iii) 333 shares of common stock issued upon exercise stock options that were exercised on March 31, 2011; (iv) 332 shares of common stock issued upon exercise stock options that were exercised on April 14, 2011; (v) 333 shares of common stock issued upon exercise stock options that were exercised on April 28, 2011; and (vi) 166 shares of common stock issued upon exercise stock options that were exercised on May 26, 2011.
|
(28)
|
Includes (i) 178 shares of common stock issued upon exercise stock options that were exercised on March 17, 2011; (ii) 154 shares of common stock issued upon exercise stock options that were exercised on March 31, 2011; (iii) 165 shares of common stock issued upon exercise stock options that were exercised on April 14, 2011; and (iv) 139 shares of common stock issued upon exercise stock options that were exercised on April 28, 2011.
|
(29)
|
Shares issued on December 2011 and February 2012 for services rendered.
Clive Kabatznik has sole voting and dispositive power with respect to these securities.
|
•
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
•
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
•
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
•
|
an exchange distribution in accordance with the rules of the applicable exchange;
|
•
|
privately negotiated transactions;
|
•
|
broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
|
•
|
a combination of any such methods of sale; or
|
•
|
any other method permitted pursuant to applicable law.
|
·
|
diluting the voting or other rights of the proposed acquirer or insurgent stockholder group;
|
·
|
putting a substantial voting block in institutional or other hands that might undertake to support the incumbent board of directors; or
|
·
|
effecting an acquisition that might complicate or preclude the takeover.
|
|
Boca Raton, Florida 33434
Tel. 561-886-4200
Fax. 561-886-3330
e-mail:info@sherbcpa.com
Offices in New York and Florida
|
|
/s/
Sherb & Co., LLP
|
Certified Public Accountants
|
December 31,
2011
|
December 31,
2010
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 678,300 | $ | 117,910 | ||||
Accounts receivable, net
|
30,505 | 264,488 | ||||||
Prepaid expenses
|
15,616 | 3,010 | ||||||
Total current assets
|
724,421 | 385,408 | ||||||
Non-current assets:
|
||||||||
Intangible assets, net
|
1,044,919 | 1,128,485 | ||||||
Plant and equipment, net
|
243,778 | 255,105 | ||||||
1,288,697 | 1,383,590 | |||||||
TOTAL ASSETS
|
$ | 2,013,118 | $ | 1,768,998 | ||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)/EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 572,715 | $ | 290,891 | ||||
Other payables and accrued expenses
|
146,823 | 125,604 | ||||||
Loans payable
|
29,748 | 116,084 | ||||||
Loans from related parties
|
- | 77,600 | ||||||
Dividends payable
|
87,457 | - | ||||||
Derivative financial liability
|
600,000 | 600,000 | ||||||
Total current liabilities
|
1,436,743 | 1,210,179 | ||||||
Non-current liabilities:
|
||||||||
Loans payable
|
241,204 | 270,952 | ||||||
241,204 | 270,952 | |||||||
TOTAL LIABILITIES
|
1,677,947 | 1,481,131 | ||||||
Convertible Redeemable Preferred Stock
|
||||||||
Series “A” Convertible Redeemable Preferred Stock, $0.001 par value, Authorized: 500 000 shares, 331,519 shares issued and outstanding at of December 31, 2011, liquidation preference is $5.70 per share.
|
2,005,035 | - | ||||||
STOCKHOLDERS (DEFICIT)/EQUITY:
|
||||||||
Common stock, $0.001 par value, authorized 50,000,000 shares and 10,000,000, and, 4,945,620 and 4,886,065 shares issued and, 4,291,620 and 4,886,065 outstanding as of December 31, 2011 and 2010, respectively.
|
4,946 | 4,886 | ||||||
Additional paid in capital
|
4,542,646 | 4,112,317 | ||||||
Treasury stock, at cost
|
(473 | ) | - | |||||
Accumulated deficit
|
(6,216,983 | ) | (3,829,336 | ) | ||||
Total stockholder’s (deficit)/equity
|
(1,669,864 | ) | 287,867 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS (DEFICIT)/EQUITY
|
$ | 2,013,118 | $ | 1,768,998 |
Year ended
December 31,
2011
|
Year ended
December 31,
2010
|
|||||||
Sales
|
$ | 554,804 | $ | 1,641,582 | ||||
Cost of sales
|
342,850 | 760,728 | ||||||
Gross profit
|
211,954 | 880,854 | ||||||
Operating expenses:
|
||||||||
Selling, general and administrative expenses
|
2,238,810 | 1,609,847 | ||||||
Depreciation
|
67,383 | 64,012 | ||||||
Amortization
|
83,566 | 83,566 | ||||||
Total operating expenses
|
2,389,759 | 1,757,425 | ||||||
Operating loss
|
(2,177,805 | ) | (876,571 | ) | ||||
Other income/(expense)
|
||||||||
Other income
|
8,283 | - | ||||||
Interest income
|
1,093 | 9 | ||||||
Interest expense
|
(16,376 | ) | (20,203 | ) | ||||
Total other income/(expense)
|
(7,000 | ) | (20,194 | ) | ||||
Loss before income tax
|
(2,184,805 | ) | (896,765 | ) | ||||
Provision for income taxes
|
- | - | ||||||
Net loss
|
(2,184,805 | ) | (896,765 | ) | ||||
Deemed preferred stock dividends
|
(115,385 | ) | - | |||||
Preferred stock dividends
|
(87,457 | ) | - | |||||
Net loss applicable to common stock
|
$ | (2,387,647 | ) | $ | (896,765 | ) | ||
Net loss per common stock: -
|
||||||||
Basic and diluted
|
$ | (0.50 | ) | $ | (0.20 | ) | ||
Weighted average number of common stock outstanding: -
|
||||||||
Basic and diluted
|
4,802,329 | 4,549,502 |
Common Stock
|
Treasury stock
|
|||||||||||||||||||||||
Number
of
shares
|
Amount
|
Amount
|
Additional
Paid-in capital
|
Accumulated
deficit
|
Total
Stockholder’s
Equity
|
|||||||||||||||||||
Balance at January 1, 2010
|
4,471,565 | $ | 4,472 | $ | - | $ | 3,578,187 | $ | (2,932,571 | ) | $ | 650,088 | ||||||||||||
Stock issued in terms of settlement agreement between shareholders during October 2010
|
90,000 | 90 | - | 33,950 | - | 34,040 | ||||||||||||||||||
Issuance of common stock as compensation for consulting fees
|
324,500 | 324 | - | 178,152 | - | 178,476 | ||||||||||||||||||
Fair value of stock options issued to employees
|
- | - | - | 322,028 | - | 322,028 | ||||||||||||||||||
Net loss
|
- | - | - | - | (896,765 | ) | (896,765 | ) | ||||||||||||||||
Balance at December 31, 2010
|
4,886,065 | 4,886 | - | 4,112,317 | (3,829,336 | ) | 287,867 | |||||||||||||||||
Stock options exercised
|
9,555 | 10 | - | 54,549 | - | 54,559 | ||||||||||||||||||
Issuance of common stock as compensation for consulting fees
|
50,000 | 50 | - | 27,450 | - | 27,500 | ||||||||||||||||||
Fair value of stock options issued to employees
|
- | - | - | 342,342 | - | 342,342 | ||||||||||||||||||
Fair value of warrants issued for consulting fees
|
- | - | - | 5,988 | - | 5,988 | ||||||||||||||||||
Treasury stock purchased
|
(654,000 | ) | - | (473 | ) | - | - | (473 | ) | |||||||||||||||
Net loss
|
- | - | - | - | (2,184,805 | ) | (2,184,805 | ) | ||||||||||||||||
Deemed preferred stock dividend
|
- | - | - | - | (115,385 | ) | (115,385 | ) | ||||||||||||||||
Preferred stock dividend
|
- | - | - | - | (87,457 | ) | (87,457 | ) | ||||||||||||||||
Balance at December 31, 2011
|
4,291,620 | $ | 4,946 | $ | (473 | ) | $ | 4,542,646 | $ | (6,216,983 | ) | $ | (1,669,864 | ) |
Year ended
December 31,
2011
|
Year ended
December 31,
2010
|
|||||||
Cash flow from operating activities
|
||||||||
Net loss
|
$ | (2,184,805 | ) | $ | (896,765 | ) | ||
Adjustments for non-cash items:
|
||||||||
Depreciation
|
67,383 | 64,012 | ||||||
Amortization
|
83,566 | 83,566 | ||||||
Stock based compensation payments
|
375,830 | 500,504 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Decrease/(increase) in accounts receivable
|
233,983 | (30,368 | ) | |||||
(Increase)/decrease in prepaid expenses
|
(12,606 | ) | 43,718 | |||||
Increase in accounts payable
|
281,824 | 233,138 | ||||||
Increase in other payables and accrued expenses
|
21,219 | 15,524 | ||||||
Net cash (utilized)/provided by operating activities
|
(1,133,606 | ) | 13,329 | |||||
Investing activities
|
||||||||
Purchase of plant and equipment
|
(56,056 | ) | (6,144 | ) | ||||
Net cash used in investing activities
|
(56,056 | ) | (6,144 | ) | ||||
Financing activities
|
||||||||
Advance on line of credit, net
|
- | 35,997 | ||||||
Repayment of line of credit
|
(87,784 | ) | - | |||||
Repayment of loan payable
|
(28,300 | ) | (30,469 | ) | ||||
Repayment of stockholders loan
|
(77,600 | ) | (7,339 | ) | ||||
Loan advanced by stockholder
|
- | 66,600 | ||||||
Proceeds on Series “A” Preferred stock issued
|
1,889,650 | - | ||||||
Proceeds on Common stock options exercised
|
54,559 | - | ||||||
Treasury stock purchases
|
(473 | ) | - | |||||
Net cash provided by financing activities
|
1,750,052 | 64,789 | ||||||
Net increase in cash
|
560,390 | 71,974 | ||||||
Cash at the beginning of the period
|
117,910 | 45,936 | ||||||
Cash at the end of the period
|
$ | 678,300 | $ | 117,910 | ||||
Supplemental disclosure of cash flow information
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$ | 16,376 | $ | 20,203 | ||||
Non cash investing and financing activities:
|
||||||||
Common stock issued for settlement of debt
|
$ | - | $ | 34,040 |
1.
|
GENERAL INFORMATION
|
2.
|
ACCOUNTING POLICIES AND ESTIMATES
|
2.
|
ACCOUNTING POLICIES AND ESTIMATES (continued)
|
2.
|
ACCOUNTING POLICIES AND ESTIMATES (continued)
|
2.
|
ACCOUNTING POLICIES AND ESTIMATES (continued)
|
a)
|
License Agreements
|
b)
|
Amortization |
2.
|
ACCOUNTING POLICIES AND ESTIMATES (continued)
|
Leasehold improvements | 5 Years |
Laboratory equipment | 7 Years |
Furniture and fixtures | 10 Years |
Computer equipment | 3 Years |
December 31,
2011
|
December 31,
2010
|
|||||||
Department of Defense
|
$ | 173,242 | $ | 1,028,809 | ||||
National Institutes of Health
|
312,874 | 406,983 | ||||||
Federal Government Grants
|
38,688 | 205,790 | ||||||
Other
|
30,000 | - | ||||||
$ | 554,804 | $ | 1,641,582 |
2.
|
ACCOUNTING POLICIES AND ESTIMATES (continued)
|
2.
|
ACCOUNTING POLICIES AND ESTIMATES (continued)
|
3.
|
GOING CONCERN
|
4.
|
INTANGIBLE ASSETS
|
·
|
Method for Detecting Binding Events Using Micro X-Ray Fluorescence Spectrometry;
|
·
|
Flow Method and Apparatus for Screening Chemicals Using Micro X-Ray Fluorescence;
|
·
|
Method and Apparatus for Detecting Chemical Binding;
|
·
|
Drug Development and Manufacturing.
|
4.
|
INTANGIBLE ASSETS (continued)
|
Amount
|
||||
2012
|
$ | 50,000 | ||
2013
|
50,000 | |||
2014
|
50,000 | |||
2015
|
50,000 | |||
2016 and thereafter
|
350,000 | |||
Total
|
$ | 550,000 |
December 31,
2011
|
December 31,
2010
|
|||||||
Licenses, at cost
|
$ | 1,572,000 | $ | 1,572,000 | ||||
Less: Accumulated amortization
|
(527,081 | ) | (443,515 | ) | ||||
$ | 1,044,919 | $ | 1,128,485 |
4.
|
INTANGIBLE ASSETS (continued)
|
Amount
|
||||
2012
|
$ | 83,566 | ||
2013
|
83,566 | |||
2014
|
83,566 | |||
2015
|
83,566 | |||
2016
|
83,566 | |||
2017 and thereafter
|
627,089 | |||
Total
|
$ | 1,044,919 |
·
|
Well Plate – apparatus for preparing samples for measurement by x-ray fluorescence spectrometry. Patent filed August 15, 2008
|
·
|
Method and Apparatus for measuring Protein Post Translational Modification. Patent filed September 26, 2008.
|
·
|
Method and Apparatus for Measuring Analyte Transport across barriers. Patent filed July 1, 2009.
|
5.
|
PLANT AND EQUIPMENT
|
December 31,
2011
|
December 31,
2010
|
|||||||
Leasehold improvements
|
$ | 6,393 | $ | 6,393 | ||||
Furniture and fittings
|
7,114 | 7,114 | ||||||
Laboratory equipment
|
462,434 | 413,269 | ||||||
Computer equipment
|
29,330 | 22,439 | ||||||
Total
|
505,271 | 449,215 | ||||||
Accumulated depreciation
|
(261,493 | ) | (194,110 | ) | ||||
$ | 243,778 | $ | 255,105 |
6.
|
OTHER PAYABLES AND ACCRUED EXPENSES
|
December 31,
2011
|
December 31,
2010
|
|||||||
Credit card liabilities
|
$ | 15,750 | $ | 2,342 | ||||
Vacation and Sick Pay accrual
|
100,771 | 85,228 | ||||||
Payroll liabilities
|
28,202 | 28,489 | ||||||
Other
|
2,100 | 9,545 | ||||||
$ | 146,823 | $ | 125,604 |
7.
|
DERIVATIVE FINANCIAL LIABILITY
|
8.
|
INCOME TAXES
|
December 31,
2011
|
December 31,
2010
|
|||||||
Income tax benefit at federal statutory rate
|
$ | (764,682 | ) | $ | (302,709 | ) | ||
State taxes, net of federal benefit
|
(109,240 | ) | (43,244 | ) | ||||
Other
|
3,100 | (53,748 | ) | |||||
Stock based compensation
|
150,322 | 200,201 | ||||||
(720,500 | ) | (199,500 | ) | |||||
Valuation allowances
|
720,500 | 199,500 | ||||||
$ | - | $ | - |
December 31,
2011
|
December 31,
2010
|
|||||||
Deferred tax assets
|
||||||||
Accrual to cash adjustments
|
$ | 269,000 | $ | 60,000 | ||||
Plant and equipment
|
21,000 | 10,500 | ||||||
Net operating loss
|
1,203,000 | 697,000 | ||||||
1,493,000 | 767,500 | |||||||
Valuation allowance
|
(1,416,000 | ) | (695,500 | ) | ||||
Net Amortization
|
77,000 | 72,000 | ||||||
Deferred tax liabilities
|
||||||||
Accrual to cash adjustments
|
(77,000 | ) | (72,000 | ) | ||||
$ | - | $ | - | |||||
8.
|
INCOME TAXES (continued)
|
9.
|
LOANS PAYABLE
|
December 31,
2011
|
December 31,
2010
|
|||||||
Short term portion
|
||||||||
Los Alamos County Loan
|
$ | 29,748 | $ | 28,300 | ||||
Los Alamos National Bank
|
- | 87,784 | ||||||
29,748 | 116,084 | |||||||
Long term portion
|
||||||||
Los Alamos County Loan
|
241,204 | 270,952 | ||||||
$ | 270,952 | $ | 387,036 |
Amount
|
||||
2012
|
29,748 | |||
2013
|
31,270 | |||
2014
|
32,869 | |||
2015
|
34,551 | |||
2016
|
36,319 | |||
2017 and thereafter
|
106,195 | |||
Total
|
$ | 270,952 |
9.
|
LOANS PAYABLE (continued)
|
10.
|
OTHER STOCKHOLDERS’ EQUITY
|
10.
|
OTHER STOCKHOLDERS’ EQUITY (continued)
|
11.
|
COMMON STOCK
|
11.
|
COMMON STOCK (continued)
|
12.
|
WARRANTS
|
Year ended
December 31,
2011
|
Year ended
December 31,
2010
|
|||||||
Risk-free interest rate
|
0.01% to 0.15
|
% |
0.04% to 0.15
|
% | ||||
Expected life of the warrants
|
5 Years
|
5 Years
|
||||||
Expected volatility of the underlying stock
|
128 | % | 128 | % | ||||
Expected dividend rate
|
0 | % | 0 | % |
Warrants
|
Exercise Price
|
Expiration Date
|
||
22,272
|
$5.70
|
March 2016
|
||
108,983
|
$5.70
|
April 2016
|
||
86,404
|
$5.70
|
May 2016
|
||
35,000
|
$5.70
|
June 2016
|
||
40,000
|
$5.70
|
July 2016
|
||
35,088
|
$5.70
|
September 2016
|
||
46,572
|
$5.70
|
October 2016
|
||
15,000
|
$2.00
|
October 2016
|
||
389,319
|
13.
|
STOCK BASED COMPENSATION
|
Year ended
December 31,
2011
|
Year ended
December 31,
2010
|
|||||||
Risk-free interest rate
|
0.01% to 0.15
|
% |
0.04% to 0.15
|
% | ||||
Expected life of the options
|
5 Years
|
5 Years
|
||||||
Expected volatility of the underlying stock
|
128 | % | 128 | % | ||||
Expected dividend rate
|
0 | % | 0 | % |
13.
|
STOCK BASED COMPENSATION (continued)
|
Shares
|
Exercise price
per share
|
Weighted average
exercise price
|
||||||||||
Outstanding, January 1, 2010
|
277,688 | $ | 2.00 - $5.71 | $ | 4.77 | |||||||
Granted
|
65,000 | $ | 5.71 | $ | 5.71 | |||||||
Forfeited/Cancelled
|
(57,188 | ) | $ | 2.00 - $5.71 | $ | 4.09 | ||||||
Exercised
|
- | - | - | |||||||||
Outstanding December 31, 2010
|
285,500 | $ | 2.00 - $5.71 | $ | 5.13 | |||||||
Granted
|
477,500 | $ | 1.10 - $5.71 | $ | 1.46 | |||||||
Forfeited/Cancelled
|
(235,000 | ) | $ | 1.10 - $5.71 | $ | 1.16 | ||||||
Exercised
|
(9,555 | ) | $ | 5.71 | $ | 5.71 | ||||||
Outstanding December 31, 2011
|
518,445 | $ | 1.10 - $5.71 | $ | 3.54 |
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Exercise Price
|
Number of shares
|
Weighted average remaining contractual years
|
Weighted Average Exercise Price
|
Number of Shares
|
Weighted Average exercise Price
|
|||||||||||||||||
$ | 1.10 | 220,000 | 9.17 | $ | 1.10 | 220,000 | $ | 1.10 | ||||||||||||||
$ | 2.00 | 30,000 | 3.92 | $ | 2.00 | 30,000 | $ | 2.00 | ||||||||||||||
$ | 5.71 | 268,445 | 6.70 | $ | 5.71 | 228,570 | $ | 5.71 | ||||||||||||||
518,445 | 7.59 | $ | 3.54 | 478,570 | $ | 3.36 |
14.
|
NET LOSS PER COMMON SHARE
|
Year ended
December 31,
2011
(Shares)
|
Year ended
December 31,
2010
(Shares)
|
|||||||
Options to purchase shares of common stock
|
518,445 | 285,500 | ||||||
Series “A” Convertible Preferred stock
|
331,519 | - | ||||||
Warrants
|
389,319 | - | ||||||
1,239,283 | 285,500 |
15.
|
RELATED PARTY TRANSACTIONS
|
December 31,
2011
|
December 31,
2010
|
|||||||
Short term loans
|
||||||||
Benjamin P Warner
|
$ | - | $ | 77,600 | ||||
$ | - | $ | 77,600 |
16.
|
OPERATING LEASES
|
Amount
|
||||
2012
|
95,426 | |||
2013
|
50,753 | |||
Total
|
$ | 146,179 |
17.
|
LITIGATION
|
17.
|
LITIGATION (continued)
|
18.
|
SUBSEQUENT EVENTS
|
SEC registration fee
|
$
|
806.48
|
||
Accounting fees and expenses
|
10,000
|
|||
Legal fees and expenses
|
$
|
25,000
|
||
Printing and related expenses
|
$
|
5,000
|
||
Transfer agent fees and expenses
|
2,000
|
|||
Miscellaneous
|
2,193.52
|
|||
Total
|
$
|
45,000
|
·
|
diluting the voting or other rights of the proposed acquirer or insurgent stockholder group;
|
·
|
putting a substantial voting block in institutional or other hands that might undertake to support the incumbent board of directors; or
|
·
|
effecting an acquisition that might complicate or preclude the takeover.
|
Exhibit No.
|
Description
|
3.1
|
Certificate of Incorporation dated November 12, 2003*
|
3.2
|
First Amended and Restated Certificate of Incorporation dated March 8, 2011*
|
3.3
|
Certificate of Designations dated March 14, 2011*
|
3.4
|
By-Laws*
|
3.5
|
Second Amended and Restated Certificate of Incorporation dated April 10, 2012**
|
4.1
|
Form of Warrant to Purchase Common Stock*
|
4.2
|
Promissory Note, dated September 21, 2006, in the principal amount of $2,200,000 payable to the Incorporated County of Los Alamos*
|
4.3
|
Stock Option Plan*
|
4.4 |
List of Warrant Holders*
|
5.1
|
Opinion of Gracin & Marlow, LLP
|
10.1
|
Employment Agreement with Dr. Benjamin Warner* *
|
10.2
|
Employment Agreement with Lori Peterson
(nee Court)
*
|
10.3
|
Exclusive Patent License Agreement, dated September 8, 2005, by and between the Company and The Regents of the University of California*
|
10.4
|
Project Participation Agreement, dated as of September 21, 2006, by and between the Company and the Incorporated County of Los Alamos*
|
10.5
|
Amendment No. 1 to Participation Agreement, dated as of February 21, 2007, by and between the Company and the Incorporated County of Los Alamos*
|
10.6 | OEM Agreement, dated July 5, 2011, by and between the Company and Bruker Nano GmbH* |
10.7 |
Assignment of Exclusive License Agreement by The Regents of the University of California to Los Alamos National Security, LLC**
|
10.8 |
Lease Agreement with Reeves & Associates, LLC
in connection with Suite C**
|
10.9 | Lease Agreement with Reeves & Associates, LLC in connection with Suite D** |
10.10 |
Extension and Modification of Lease Agreements**
|
10.11 |
2005 Option Plan*
|
10.12 |
Contract 2R44AI079935-03 with the National Institutes of Health; to develop strontium-selective therapies, contract amount: $3,000,000.00, operative from 08/24/2011 - 07/31/2014, $184,954.01.**
Contract 1R43GM090387-01 with the National Institutes of Health; to develop assays for carcinogens, contract amount: $200,000.00, operative from 08/06/2010 - 08/05/2012.**
|
21.1
|
List of subsidiaries*
|
23.1
|
Consent of Registered Public Accounting Firm*
|
23.2
|
Consent of Gracin & Marlow, LLP (included in Exhibit 5.1)*
|
CALDERA PHARMACEUTICALS, INC.
|
||
By:
|
/s/ Dr. Benjamin Warner
|
|
Dr. Benjamin Warner, Chief Executive Officer
, Chief Financial Officer
and Director
|
Signature
|
Title
|
Date
|
||
/s/ Dr. Benjamin Warner
|
Chief Executive Officer and Director
|
April 20
, 2012
|
||
Dr. Benjamin Warner
|
(Principal Executive Officer
and Principal Financial Officer
)
|
|||
/s/ Jeremiel Zimmerman
|
Director
|
April 20
, 2012
|
||
Jeremiel Zimmerman
|
/s/ Edward Roffman
|
Director
|
April 20
, 2012
|
||
Edward Roffman
|
/s/ Benjamin Warner | ||
Benjamin Warner, President |
Caldera Pharmaceuticals, Inc.
|
Employee
|
Print Name:
|
Print Name: Benjamin Warner
|
[Signed]
|
[Signed] /Benjamin Warner/
|
Date
|
Date
|
Technology Transfer Division
P.O. Box 1663, Mail
Stop C334
Los Alamos,
New Mexico 87545
|
Date: April 25, 2006 |
/s/ Philip Kunsberg | 10/28/10 |
|
|
Philip Kunsberg | Date | ||
/s/
Benjamin Warner
|
10/27/10 | ||
Benjamin Warner, President | Date | ||
Caldera Pharmaceuticals, Inc.
|
|||
|
Notice of Award
|
|
|
SMALL BUSINESS INNOVATION RESEARCH PROG
Department of Health and Human Services
National Institutes of Health
NATIONAL INSTITUTE OF ALLERGY AND INFECTIOUS DISEASES
|
Issue Date: 08/23/2011 |
SECTION I – AWARD DATA – 2R44AI079935-03
|
Award Calculation (U.S. Dollars)
|
||||
$ | 122,616 | |||
Fringe Benefits
|
$ | 35,780 | ||
Supplies
|
$ | 179,000 | ||
Travel Costs
|
$ | 1,000 | ||
Consortium/Contractual Cost
|
$ | 329,200 | ||
Federal Direct Costs
|
$ | 667,596 | ||
Federal F&A Costs
|
$ | 267,038 | ||
Approved Budget
|
$ | 934,634 | ||
Fee
|
$ | 65,366 | ||
Federal Share
|
$ | 1,000,000 | ||
TOTAL FEDERAL AWARD AMOUNT
|
$ | 1,000,000 | ||
$ | 1,000,000 |
SUMMARY TOTALS FOR ALL YEARS
|
||||||
YR
|
THIS AWARD
|
CUMULATIVE TOTALS | ||||
3
|
$ | 1,000,000 | $ | 1,000,000 | ||
4
|
$ | 1,000,000 | $ | 1,000,000 | ||
5
|
$ | 1,000,000 | $ | 1,000,000 |
IC
|
CAN
|
2011
|
2012
|
2013
|
AI
|
8476982
|
$ 1,000,000
|
$ 1,000,000
|
$ 1,000,000
|
SECTION II – PAYMENT/HOTLINE INFORMATION – 2R44AI079935-03
|
SECTION III – TERMS AND CONDITIONS – 2R44AI079935-03
|
a.
|
The grant program legislation and program regulation cited in this Notice of Award.
|
b.
|
Conditions on activities and expenditure of funds in other statutory requirements, such as those included in appropriations acts.
|
c.
|
45 CFR Part 74 or 45 CFR Part 92 as applicable.
|
d.
|
The NIH Grants Policy Statement, including addenda in effect as of the beginning date of the budget period.
|
e.
|
This award notice, INCLUDING THE TERMS AND CONDITIONS CITED BELOW.
|
SECTION IV – AI Special Terms and Conditions – 2R44AI079935-03
|
Budget
|
Year 3
|
Year 4
|
Year 5
|
|||||||||
Salaries and Wages
|
$ | 122,616 | $ | 73,962 | $ | 49,414 | ||||||
Fringe Benefits
|
$ | 35,780 | $ | 21,582 | $ | 14,419 |
Supplies
|
$ | 179,000 | $ | 163,200 | $ | 153,000 | ||||||
Travel Costs
|
$ | 1,000 | $ | 1,000 | $ | 1,000 | ||||||
Consortium/Contractual Cost
|
$ | 329,200 | $ | 407,900 | $ | 450,000 | ||||||
FEE
|
$ | 65,366 | $ | 65,298 | $ | 65,034 | ||||||
TOTAL FEDERAL DC
|
$ | 667,596 | $ | 667,644 | $ | 667,833 | ||||||
TOTAL FEDERAL F&A
|
$ | 267,038 | $ | 267,058 | $ | 267,133 | ||||||
TOTAL COST
|
$ | 1,000,000 | $ | 1,000,000 | $ | 1,000,000 |
Facilities and
Administrative Costs
|
Year 3
|
Year 4
|
Year 5
|
|||||||||
F&A Cost Rate 1
|
40 | % | 40 | % | 40 | % | ||||||
F&A Cost Base 1
|
$ | 667,596 | $ | 667,644 | $ | 667,833 | ||||||
F&A Costs 1
|
$ | 267,038 | $ | 267,058 | $ | 267,133 |
|
Notice of Award
|
|
|
SMALL BUSINESS INNOVATION RESEARCH PROG
Department of Health and Human Services
National Institutes of Health
NATIONAL CANCER INSTITUTE
|
Issue Date: 08/06/2010 |
SECTION I — AWARD DATA — 1R43CA150404-01
Award Calculation (U.S. Dollars)
Salaries and Wages
Fringe Benefits
Supplies
Travel Costs
Other Costs
Federal Direct Costs
Federal F&A Costs
Approved Budget
Fee
Federal Share
TOTAL FEDERAL AWARD AMOUNT
AMOUNT OF THIS ACTION (FEDERAL SHARE)
|
$58,142
$16,966
$30,000
$2,000
$3,000
$110,108
$77,373
$187,481
$12,519
$200,000
$200,000
$200,000
|
SUMMARY TOTALS FOR ALL YEARS
|
||||
YR
|
THIS AWARD
|
CUMULATIVE TOTALS
|
||
'I
|
$ |
200,000
|
$ |
200,000
|
Fiscal Information:
CFDA Number:
EIN:
Document Number:
Fiscal Year:
|
93,393
1200982060A1
RCA 150404A
2010
|
IC
|
CAN | 2010 | |
CA
|
8472172
|
$ |
200,000
|
SECTION II — PAYMENT/HOTLINE INFORMATION 1R43CA150404-01
|
SECTION III — TERMS AND CONDITIONS — 1R43CA150404-01
|
a.
|
The grant program legislation and program regulation cited in this Notice of Award.
|
b.
|
Conditions on activities and expenditure of funds in other statutory requirements, such as those included in appropriations acts.
|
c.
|
45 CFR Part 74 or 45 CFR Part 92 as applicable.
|
d.
|
The NIH Grants Policy Statement, including addenda in effect as of the beginning date of the budget period.
|
e.
|
This award notice, INCLUDING THE TERMS AND CONDITIONS CITED BELOW.
|
● | Report on the inclusion of gender and minority study subjects (using the gender and minority Inclusion Enrollment Form as provided in the PHS 2590 and available at http://grants.nih.qov/grantsfforms.htm). |
● |
Where appropriate, indicate whether children were involved in the study or how the study was relevant for conditions affecting children (see "Public Policy Requirements and Objectives-Requirements for Inclusiveness in Research Design-Inclusion of Children as Subjects in Clinical Research" in the PHS 398 at URL
http://grants.nih.gov/grants/policy/nihops_2003/NIHGPS_Part5.htm#_Toc54600090)
|
● |
Describe any data, research materials (such as cell lines, DNA probes, animal models), protocols, software, or other information resulting from the research that is available to be shared with other investigators and how it may be accessed.
|
Budget
|
Year 1
|
||
Salaries and Wages
|
$ | 58,142 | |
Fringe Benefits
|
$ | 16,966 | |
Supplies
|
$ | 30,000 | |
Travel Costs
|
$ | 2,000 | |
Other Costs
|
$ | 3,000 | |
FEE
|
$ | 12,519 | |
TOTAL FEDERAL DC
|
$ | 110,108 | |
TOTAL FEDERAL F&A
|
$ | 77,373 | |
TOTAL COST
|
$ | 200,000 |
Facilities and Administrative Costs
|
Year 1
|
||
F&A Cost Rate 1
|
70.27 | % | |
F&A Cost Base 1
|
$ | 110,108 | |
F&A Costs 1
|
$ | 77,373 |