Delaware
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2834
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45-0567010
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||
(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
|
Steven G. Rowles, Esq.
Jeannette V. Filippone, Esq.
Morrison & Foerster LLP
12531 High Bluff Drive, Suite 100
San Diego, California 92130
Tel: (858) 720-5100
Fax: (858) 720-5125
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Kevin Friedmann, Esq.
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Marc A. Jones, Esq.
|
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Richardson & Patel LLP
|
|
750 Third Avenue, 9th Floor
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New York, New York 10017
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Tel: (212) 561-5559
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Fax: (917) 591-6898
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
þ
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Title of Each Class of
Securities to be Registered
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Proposed Maximum
Aggregate
Offering Price (1)
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Amount of
Registration
Fee (2)(3)
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|||||
Common Stock, par value $0.001
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$9,774,996
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$1,333
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(1)
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Includes approximately $1,274,999 in additional shares that the underwriter has the option to purchase from the Registrant.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act of 1933, on the basis of the maximum aggregate offering price of the securities to be registered.
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(3)
|
Previously paid.
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Per Share
|
Total
|
|||||||
Initial price to public
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$ | 5.25 | $ | 8,499,997 | ||||
Underwriting discount
|
$ | 0.4463 | $ | 722,500 | ||||
Proceeds, before expenses, to Imprimis Pharmaceuticals(1)
|
$ | 4.8037 | $ | 7,777,497 |
(1) | Does not include a non-accountable expense amount of $150,000 payable to the underwriter and up to $10,000 in accountable expenses of the underwriter. See "Underwriting" for a description of compensation payable to the underwriter. |
MDB Capital Group LLC
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Page
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||||
PROSPECTUS SUMMARY
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1 | |||
RISK FACTORS
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8 | |||
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
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20 | |||
USE OF PROCEEDS
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21 | |||
DESCRIPTION OF CAPITAL STOCK
|
22 | |||
CAPITALIZATION
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25 | |||
DILUTION
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27 | |||
UNDERWRITING | 29 | |||
MARKET PRICE OF AND DIVIDENDS ON COMMON STOCK AND RELATED MATTERS
|
33 | |||
SHARES AVAILABLE FOR FUTURE SALE | 34 | |||
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 37 | |||
DESCRIPTION OF THE BUSINESS
|
48 | |||
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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58 | |||
EXECUTIVE COMPENSATION
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61 | |||
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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65 | |||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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68 | |||
LEGAL MATTERS
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69 | |||
EXPERTS
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69 | |||
WHERE YOU CAN FIND MORE INFORMATION
|
69 | |||
FINANCIAL STATEMENTS
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F-1 |
●
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utilizes a pluronic lecithin organogel (PLO) based matrix which is known to penetrate the stratum corneum and aid in the diffusion of active ingredients through the skin;
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●
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helps solubilize various types of drugs and its components (lipophilic, hydrophilic and amphiphilic);
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●
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uses penetration enhancers in a synergistic combination;
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●
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can incorporate compounds of various molecular sizes;
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●
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contains biocompatible components which are generally regarded as safe (GRAS) by the FDA;
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●
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is thermodynamically stable, insensitive to moisture and resistant to microbial contamination;
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●
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potentially results in decreased safety concerns associated with oral or intravenous drugs;
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●
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avoids certain limitations associated with transdermal patches;
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●
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is easy to apply, aesthetically acceptable and odorless; and
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●
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potentially produces patentable new products when combined with established or new drugs.
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●
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We have a limited operating history since the dismissal of our voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code in December 2011, and we may be unable to successfully resume our operations and implement our business plan.
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●
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The report of our independent registered public accounting firm on our 2011 consolidated financial statements contains a going concern modification.
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●
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We have incurred losses in the research and development of Impracor and our Accudel technology since inception. We may never generate revenue or become profitable.
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●
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Timing and results of clinical trials to demonstrate the safety and efficacy of products as well as FDA approval of products are uncertain.
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●
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Delays in the conduct or completion of our clinical and non-clinical trials for Impracor or the analysis of the data from our clinical or non-clinical trials may result in delays in our planned filings for regulatory approvals, and may adversely affect our business.
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●
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If we are not successful in introducing our products or if the market does not accept our products, or if our proposed product identification and development strategy is not successful, our business, financial position and results of operations may be materially adversely affected and the market price for our common stock would decline.
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●
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If our patents are determined to be unenforceable or expire, or if we are unable to obtain new patents based on current patent applications or for future inventions, we may not be able to prevent others from using our intellectual property.
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●
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Our principal stockholders have the ability to exert significant control in matters requiring a stockholder vote and could delay, deter or prevent a change in control of our company.
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Issuer
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Imprimis Pharmaceuticals, Inc.
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Securities offered
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Up to 1,619,047 shares of common stock
|
Common stock outstanding prior to offering
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6,771,926 (1)
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Common stock outstanding after the offering
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8,390,973 (1)(2)
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Use of Proceeds
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We expect to use the net proceeds received from the offering, to fund our clinical trials and for working capital and general corporate purposes. See “Use of Proceeds” for more information.
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OTC Markets Group Symbol
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“IMMY”
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Proposed NASDAQ Symbol
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“IMMY”
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Risk Factors
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See “Risk Factors” beginning on page 8 and other information in this prospectus for a discussion of the factors you should consider before you decide to invest in our common stock.
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Underwriter common stock purchase warrant
|
In connection with this offering, we have also agreed to sell to MDB Capital Group LLC and its designees a warrant to purchase up to 8.5% of the shares of common stock sold in this offering. If this warrant is exercised, each share may be purchased by MDB Capital Group LLC at $5.25 per share (100% of the price of the shares sold in this offering.)
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Lock-Up Agreements
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Each of our officers, directors and shareholders beneficially owning 5% or more of our common stock have agreed that for a period of 180 days from the effective date of this offering, they will be subject to a lockup prohibiting any sales, transfers or hedging transactions in our securities held by them. See section titled “Lock-Up Agreements” in this prospectus.
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●
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the time and resources required to develop, conduct clinical trials and obtain regulatory approvals for our drug candidates;
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●
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the costs to rebuild our management team following the dismissal of the Chapter 11 Case, including attracting and retaining personnel with the skills required for effective operations; and
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●
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the costs of preparing, filing, prosecuting, defending and enforcing patent claims and other patent related costs, including litigation costs and the results of such litigation.
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●
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failure of the FDA to approve the scope or design of our clinical or non-clinical trials or manufacturing plans;
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delays in enrolling volunteers in clinical trials;
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insufficient supply or deficient quality of materials necessary for the performance of clinical or non-clinical trials;
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negative results of clinical or non-clinical studies; and
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adverse side effects experienced by study participants in clinical trials relating to a specific product.
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obtain and maintain patent protection with respect to our products;
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prevent third parties from infringing upon our proprietary rights;
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●
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maintain trade secrets;
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operate without infringing upon the patents and proprietary rights of others; and
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obtain appropriate licenses to patents or proprietary rights held by third parties if infringement would otherwise occur.
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issue warning letters;
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impose civil or criminal penalties;
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suspend or withdraw our regulatory approval;
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suspend or terminate any of our ongoing clinical trials;
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refuse to approve pending applications or supplements to approved applications filed by us;
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impose restrictions on our operations;
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close the facilities of our contract manufacturers; or
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●
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seize or detain products or require a product recall.
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delaying, deferring, or preventing a change in control of our company;
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impeding a merger, consolidation, takeover, or other business combination involving our company;
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●
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causing us to enter into transactions or agreements that are not in the best interests of all stockholders; or
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●
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discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company.
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●
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changes in the pharmaceutical industry and markets;
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●
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competitive pricing pressures;
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●
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our ability to obtain working capital financing;
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●
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new competitors in our market;
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●
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additions or departures of key personnel;
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●
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limited “public float” in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our common stock;
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●
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sales of our common stock;
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●
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our ability to execute our business plan;
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●
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operating results that fall below expectations;
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●
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loss of any strategic relationship with our contract manufacturers or with other third parties (including PCCA) and clinical and non-clinical research organizations;
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●
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industry or regulatory developments; or
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●
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economic and other external factors.
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our ability to successfully resume operations and implement our business plan following dismissal of the Chapter 11 Case;
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●
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the success of our proposed clinical trials;
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our ability to research and successfully develop our product candidates;
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●
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general economic and business conditions;
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●
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our ability to continue as a going concern;
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our ability to obtain financing necessary to operate our business;
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our limited operating history;
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our ability to recruit and retain qualified personnel;
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our ability to manage future growth;
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our ability to successfully complete potential acquisitions and collaborative arrangements; and
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●
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other factors discussed under the section entitled “Risk Factors”.
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Proposed Offering with
|
||||||||||||||
Clinical:
|
Proposed Offering
|
Over Allotment Option
|
||||||||||||
Phase 3 Acute OA Flare Trial No. 1
|
$ 5,000,000 | 71% | $5,000,000 | 61% | ||||||||||
Phase 3 Acute OA Flare Trial No. 2
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2,068,414 | 29% | 2,960,038 | 36% | ||||||||||
IP Protection, Research and Development
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- | 0% | 275,000 | 3% | ||||||||||
Total
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$ 7,068,414 | 100% | $8,235,038 | 100% |
●
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the existence of other opportunities or the need to take advantage of changes in timing of our existing activities;
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●
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the need or desire on our part to accelerate, increase or eliminate existing initiatives due to, among other things, changing market conditions and competitive developments; and/or
|
●
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if strategic opportunities of which we are not currently aware present themselves (including acquisitions, joint ventures, licensing and other similar transactions).
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●
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on an actual basis;
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●
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on a pro forma basis giving effect to the issuance of 832,683 shares of common stock issued to PCCA in connection with the PCCA Transaction (resulting in gross proceeds to the Company of $4 million), as if it had occurred on June 30, 2012;
|
●
|
on a pro forma as adjusted basis, giving effect to the sale by us of 1,619,047 shares of common stock in this offering at an assumed public offering price of $5.25 per share, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
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June 30, 2012
|
||||||||||||
Pro Forma
|
||||||||||||
Actual
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Pro Forma
|
as Adjusted
|
||||||||||
(unaudited)
|
(unaudited)
|
(unaudited)
|
||||||||||
Cash and cash equivalents
|
$ | 7,717,292 | $ | 11,717,292 | $ | 18,785,706 | ||||||
Total debt
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$ | - | $ | - | $ | - | ||||||
Stockholders' equity:
|
||||||||||||
Preferred stock, $0.001 par value; 5,000,000 shares authorized,
|
||||||||||||
no shares issued and outstanding, actual, pro forma and
|
||||||||||||
pro forma as adjusted
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- | - | - | |||||||||
Common stock, $0.001 par value; 395,000,000 shares authorized,
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||||||||||||
5,939,243 shares issued and outstanding, actual; 6,771,926 shares
|
||||||||||||
issued and outstanding, pro forma; 8,390,973 shares issued and
|
||||||||||||
outstanding, pro forma as adjusted
|
5,939 | 6,772 | 8,391 | |||||||||
Additional paid-in capital
|
28,803,306 | 32,802,473 | 39,869,268 | |||||||||
Deficit accumulated during the development stage
|
(21,405,414 | ) | (21,405,414 | ) | (21,405,414 | ) | ||||||
Total stockholders' equity
|
7,403,831 | 11,403,831 | 18,472,245 | |||||||||
Total capitalization
|
$ | 7,403,831 | $ | 11,403,831 | $ | 18,472,245 |
●
|
900,031 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2012 with exercise prices ranging from $2.40 to $80.00 and a weighted average exercise price of $5.15 per share, of which options to purchase up to 18,750 shares of common stock with a weighted average exercise price of $4.50 per share were forfeited subsequent to June 30, 2012;
|
●
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17,123 shares of common stock issuable upon the exercise of outstanding options granted subsequent to June 30, 2012 at a weighted average exercise price of $4.50;
|
●
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570,290 shares of common stock issuable upon the exercise of warrants outstanding as of June 30, 2012 with exercise prices ranging from $5.925 to $176.00 and a weighted average exercise price of $11.25 per share, of which warrants to acquire up to 13,418 shares of common stock with an exercise price of $160.00 per share expired subsequent to June 30,2012;
|
●
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200,000 shares of common stock issuable underlying restricted stock units granted subsequent to June 30, 2012 outside of our 2007 Plan;
|
●
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warrants to purchase up to 136,000 shares of our common stock issuable to the underwriter in connection with the completion of this offering;
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●
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1,483,864 shares of common stock available for future grant as of June 30, 2012 under our 2007 Plan
|
Assumed public offering price per share
|
$ | 5.25 | ||||||
Historical net tangible book value per share as of June 30, 2012
|
$ | 1.25 | ||||||
Pro forma increase in net tangible book value attributable to pro forma transaction described above
|
0.43 | |||||||
Pro forma net tangible book value per share before this offering
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1.68 | |||||||
Pro forma increase in net tangible book value per share attributable to new investors
|
0.52 | |||||||
Pro forma as adjusted net tangible book value per share after this offering
|
2.20 | |||||||
Dilution per share to new investors purchasing common stock in this offering
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$ | 3.05 |
●
|
900,031 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2012 with exercise prices ranging from $2.40 to $80.00 and a weighted average exercise price of $5.15 per share, of which options to purchase up to 18,750 shares of common stock with a weighted average exercise price of $4.50 per share were forfeited subsequent to June 30, 2012;
|
●
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17,123 shares of common stock issuable upon the exercise of outstanding options granted subsequent to June 30, 2012 at a weighted average exercise price of $4.50;
|
●
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570,290 shares of common stock issuable upon the exercise of warrants outstanding as of June 30, 2012 with exercise prices ranging from $5.925 to $176.00 and a weighted average exercise price of $11.25 per share, of which warrants to acquire up to 13,418 shares of common stock with an exercise price of $160.00 per share expired subsequent to June 30, 2012;
|
●
|
200,000 shares of common stock issuable underlying restricted stock units granted subsequent to June 30, 2012 outside of our 2007 Plan;
|
●
|
warrants to purchase up to 136,000 shares of our common stock issuable to the underwriter in connection with the completion of this offering;
|
●
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1,483,864 shares of common stock available for future grant as of June 30, 2012 under our 2007 Plan.
|
Without
Over-Allotment
|
With
Over-Allotment
|
|||||||
Public offering price per share
|
$
|
5.25 |
$
|
5.25 | ||||
Underwriting discount per share to be paid to the underwriter by us for the common stock
|
$
|
0.4463 |
$
|
0.4463 | ||||
Non-accountable expense allowance
|
$
|
150,000 |
$
|
150,000 | ||||
Proceeds, before expenses, to us
|
$
|
7,777,497 |
$
|
8,944,121 |
Fiscal Year 2012
|
High
|
Low
|
||||||
First Quarter
|
$ | 3.75 | $ | 0.50 | ||||
Second Quarter
|
$ | 4.98 | $ | 2.55 | ||||
Third Quarter
|
$ | 9.00 | $ | 3.00 | ||||
Fourth Quarter (through October 24, 2012) | $ | 15.25 | $ | 9.95 | ||||
Fiscal Year 2011
|
High
|
Low
|
||||||
First Quarter
|
$ | 26.00 | $ | 6.00 | ||||
Second Quarter
|
$ | 10.40 | $ | 1.08 | ||||
Third Quarter
|
$ | 5.64 | $ | 1.24 | ||||
Fourth Quarter
|
$ | 9.64 | $ | 1.20 | ||||
Fiscal Year 2010
|
High
|
Low
|
||||||
First Quarter
|
$ | 50.00 | $ | 22.40 | ||||
Second Quarter
|
$ | 44.00 | $ | 22.40 | ||||
Third Quarter
|
$ | 48.40 | $ | 21.20 | ||||
Fourth Quarter
|
$ | 24.00 | $ | 12.00 |
●
|
1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering, based on the number of shares of our common stock outstanding after completion of this offering; or
|
●
|
the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
|
Three months ended June 30,
|
$ |
Six months ended June 30,
|
$ | |||||||||||||||||||||
2012
|
2011
|
Variance
|
2012 | 2011 |
Variance
|
|||||||||||||||||||
Selling, general and administrative
|
$ | 984,667 | $ | 121,429 | $ | 863,238 | $ | 1,293,623 | $ | 448,033 | $ | 845,590 |
Three months ended June 30,
|
$ |
Six months ended June 30,
|
$ | |||||||||||||||||||||
2012
|
2011
|
Variance
|
2012 | 2011 |
Variance
|
|||||||||||||||||||
Research and development
|
$ | 133,611 | $ | 24,338 | $ | 109,273 | $ | 276,574 | $ | 111,554 | $ | 165,020 |
Year ended December 31,
|
$ | |||||||||||
2011
|
2010
|
Variance
|
||||||||||
Selling, general and administrative
|
$ | 827,674 | $ | 2,307,972 | $ | (1,480,298 | ) |
Year ended December 31, | $ | |||||||||||
2011
|
2010
|
Variance
|
||||||||||
Research and development
|
$ | 111,554 | $ | 194,588 | $ | (83,034 | ) |
Cash Flow
|
The Six Months Ended
June 30, |
|||||||
2012
|
2011
|
|||||||
Net cash used in operating activities
|
$ | (617,405 | ) | $ | (285,909 | ) | ||
Net cash used in investing activities
|
(15,308 | ) | - | |||||
Net cash provided by financing activities
|
8,203,845 | - | ||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
7,571,132 | (285,909 | ) | |||||
Cash and Cash Equivalents at Beginning of the Period
|
146,160 | 291,462 | ||||||
Cash and Cash Equivalents at End of the Period
|
$ | 7,717,292 | $ | 5,5 53 |
Cash Flow
(All amounts in U.S. dollars)
|
For The Years Ended
December 31,
|
|||||||
2011
|
2010
|
|||||||
Net cash used in operating activities
|
$
|
(291,160
|
)
|
$
|
(2,298,311
|
)
|
||
Net cash used in investing activities
|
-
|
-
|
||||||
Net cash provided by financing activities
|
145,858
|
1,000,000
|
||||||
Net Decrease in Cash and Cash Equivalents
|
(145,302
|
)
|
(1,298,311
|
)
|
||||
Cash and Cash Equivalents at Beginning of the Year
|
291,462
|
1,589,773
|
||||||
Cash and Cash Equivalents at End of the Year
|
$
|
146,160
|
$
|
291,462
|
●
|
utilizes a pluronic lecithin organogel (PLO) based matrix which is known to penetrate the stratum corneum and aid in the diffusion of active ingredients through the skin;
|
●
|
helps solubilize various types of drugs and its components (lipophilic, hydrophilic and amphiphilic);
|
●
|
uses penetration enhancers in a synergistic combination;
|
●
|
can incorporate compounds of various molecular sizes;
|
●
|
contains biocompatible components which are generally regarded as safe (GRAS) by the FDA;
|
●
|
is thermodynamically stable, insensitive to moisture and resistant to microbial contamination;
|
●
|
potentially results in decreased safety concerns associated with oral or intravenous drugs;
|
●
|
avoids certain limitations associated with transdermal patches;
|
●
|
is easy to apply, aesthetically acceptable and odorless; and
|
●
|
potentially produces patentable new products when combined with established or new drugs.
|
●
|
Phase 1 clinical studies frequently begin with the initial introduction of the compound into healthy human subjects prior to introduction into patients, involves testing the product for safety, adverse effects, dosage, tolerance, absorption, metabolism, excretion and other elements of clinical pharmacology.
|
●
|
Phase 2 clinical studies typically involve studies in a small sample of the intended patient population to assess the efficacy of the compound for a specific indication, to determine dose tolerance and the optimal dose range as well as to gather additional information relating to safety and potential adverse effects.
|
●
|
Phase 3 clinical studies are undertaken to further evaluate clinical safety and efficacy in an expanded patient population at typically dispersed study sites, in order to determine the overall risk-benefit ratio of the compound and to provide an adequate basis for product labeling.
|
Name
|
Age
|
Position
|
||
Joachim Schupp, M.D.
|
59
|
Chief Medical Officer
|
||
Balbir Brar D.V.M., Ph.D.
|
75
|
President
|
||
Andrew R. Boll
|
30
|
Vice President of Accounting and Public Reporting
|
||
Mark L. Baum, Esq.
|
40
|
Chief Executive Officer and Director
|
||
Paul Finnegan, M.D., M.B.A.
|
52
|
Director
|
||
Jeffrey J. Abrams, M.D.
|
65
|
Director
|
||
Robert Kammer, D.D.S.
|
63
|
Chairman of the Board of Directors
|
||
Stephen G. Austin, C.P.A. | 60 | Director |
Name
|
Year
|
Salary ($)
|
Stock Awards ($)(1)
|
Option Awards ($) (2)
|
Total ($)
|
|||||||||||||
John Bonfiglio (3)
|
2011
|
21,384 | - | 1,566 | 22,950 | |||||||||||||
Former President and Chief Executive Officer
|
2010
|
30,000 | 40,000 | 194,721 | 264,721 | |||||||||||||
John T. Lomoro (4)
|
2011
|
40,058 | - | 1,366 | 41,424 | |||||||||||||
Former Chief Financial Officer, Principal Executive Officer and Principal Financial Officer
|
2010
|
170,000 | - | - | 170,000 | |||||||||||||
Terry Nida (5)
|
2011
|
23,316 | - | 750 | 24,066 | |||||||||||||
Former Chief Business Officer, Principal Executive Officer and Principal Financial Officer
|
2010
|
151,364 | - | 162,840 | 314,204 | |||||||||||||
Joachim P.H. Schupp, M.D. (6)
|
2011
|
38,800 | - | 2,192 | 40,992 | |||||||||||||
Chief Medical Officer
|
2010
|
180,000 | - | - | 180,000 |
(1)
|
Represents the dollar value of the restricted stock awards calculated on the basis of the fair value of the underlying shares of our common stock on the respective grant dates in accordance with FASB ASC Topic 718 and without any adjustment for estimated forfeitures. The actual value that an executive will realize on each restricted stock award will depend on the price per share of our common stock at the time shares underlying the restricted stock awards are sold. The actual value realized by an executive may not be at or near the grant date fair value of the restricted stock awarded.
|
(2)
|
Reflects the dollar amount of the grant date fair value of awards granted during the respective fiscal years, measured in accordance with Accounting Standards Codification Topic 718 and without adjustment for estimated forfeitures. For a discussion of the assumptions used to calculate the value of option awards, refer to Note 7 "Stock Option Plan" of Notes to Consolidated Financial Statements for the fiscal year ended December 31, 2011 included in this prospectus. For a discussion of the material terms of each stock option award, see the table entitled "Outstanding Equity Awards at Fiscal Year End."
|
(3)
|
Effective October 18, 2010, the Company appointed John N. Bonfiglio, Ph.D. as Chief Executive Officer and President of the Company. Dr. Bonfiglio was also appointed as a director on the Company’s Board. Dr. Bonfiglio resigned as Chief Executive Officer and President of the Company on May 13, 2011. On October 18, 2010, the Board granted Dr. Bonfiglio a stock option to purchase 10,000 shares of common stock and issued 1,250 shares of restricted common stock under the 2007 Plan. The stock option was granted with an exercise price of $32.00 and terminated 90 days after the date of the termination of Mr. Bonfiglio’s service to the Company. The restricted common stock vests as follows: 25% vested immediately upon grant, with the balance vesting in equal monthly installments over the next 36 months beginning 30 days after the vesting commencement date of October 20, 2010. Accordingly, as of the date of Dr. Bonfiglio’s resignation, 468 shares of the restricted common stock granted to him had vested and the remaining shares were forfeited upon his resignation. On December 15, 2011, in connection with a release given by Dr. Bonfiglio upon DermaStar’s investment in the Company in December 2011, the Company granted Dr. Bonfiglio a stock option for 1,029 shares of the Company’s common stock, which option vested immediately on the date of grant, has an exercise price of $4.00 per share, and expires on December 15, 2014.
|
(4)
|
Effective September 16, 2011, Mr. Lomoro resigned from his positions with the Company. On December 15, 2011, in connection with a release given by Mr. Lomoro upon DermaStar’s investment in the Company in December 2011, the Company granted Mr. Lomoro a stock option for 1,440 shares of the Company’s common stock, which option vested immediately on the date of grant, has an exercise price of $4.00 per share, and expires on December 15, 2014.
|
(5)
|
Mr. Nida resigned from his positions with the Company effective December 16, 2011. On February 26, 2010, the Board of Directors granted to Mr. Nida an option to purchase 7,500 shares of the Company’s common stock with an exercise price of $36.00 per share. The option terminated 90 days after the date of the termination of Mr. Nida’s service to the Company. On December 15, 2011, in connection with a release given by Mr. Nida upon DermaStar’s investment in the Company, the Company granted Mr. Nida an option to purchase 3,639 shares of the Company’s common stock, which option vested immediately on the date of grant, has an exercise price of $4.00 per share, and expires on December 15, 2014.
|
(6)
|
On October 12, 2009, Joachim P.H. Schupp, M.D. was appointed as our Chief Medical Officer. Dr. Schupp resigned as Chief Medical Officer effective April 30, 2011, and was re-appointed effective February 15, 2012. On December 15, 2011, in connection with a release given by Dr. Schupp upon DermaStar’s investment in the Company, the Company granted Dr. Schupp an option to purchase 492 shares of the Company’s common stock, which option vested immediately on the date of grant, has an exercise price of $4.00 per share, and expires on December 15, 2014.
|
Option Awards (1)
|
|||||||||||||
Number of
|
Number of
|
||||||||||||
Securities
|
Securities
|
||||||||||||
Underlying
|
Underlying
|
||||||||||||
Unexercised
|
Unexercised
|
Option
|
Option
|
||||||||||
Options (#)
|
Options (#)
|
Exercise
|
Expiration
|
||||||||||
Name
|
Exercisable
|
Unexercisable
|
Price ($)
|
Date
|
|||||||||
John Bonfiglio (1)
|
1,029 | - | 4.00 |
12/15/2014
|
|||||||||
John Lomoro (2)
|
1,440 | - | 4.00 |
12/15/2014
|
|||||||||
Terry Nida (3)
|
3,639 | - | 4.00 |
12/15/2014
|
|||||||||
Joachim Schupp (4)
|
492 | - | 4.00 |
12/15/2014
|
(1)
|
The Board accepted the resignation of John N. Bonfiglio, Ph.D. as Chief Executive Officer of the Company and as a director on the Board, effective May 13, 2011. Except for the options reflected in the table, which were granted on December 15, 2011 in connection with a release given by Dr. Bonfiglio upon DermaStar’s investment in the Company
, any unvested options were forfeited at the resignation date and all vested options expired 90 days subsequent to the resignation date.
|
(2)
|
The Board accepted the resignation of John T. Lomoro as Principal Executive Officer, Chief Financial Officer and Treasurer of the Company, effective September 16, 2011. Except for the options reflected in the table, which were granted on December 15, 2011 in connection with a release given by Mr. Lomoro upon DermaStar’s investment in the Company
, any unvested options were forfeited at the resignation date and all vested options expired 90 days subsequent to the resignation date.
|
(3)
|
Effective December 16, 2011, Terry Nida resigned as
Principal Executive Officer
and Principal Financial Officer of the Company.
Except for the options reflected in the table, which were granted on December 15, 2011 in connection with a release given by Mr. Nida upon DermaStar’s investment in the Company
, any unvested options were forfeited at the resignation date and all vested options expire 90 days subsequent to the resignation date.
|
(4)
|
Effective April 30, 2011, Joachim P.H. Schupp resigned as Chief Medical Officer of the Company.
Except for the options reflected in the table, which were granted on December 15, 2011 in connection with a release given by Dr. Schupp upon DermaStar’s investment in the Company
, any unvested options were forfeited at the resignation date and all vested options expired 90 days subsequent to the resignation date.
|
Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
|||||||
Number of Shares
|
Percentage (1)
|
|||||||
5% + Stockholders
|
||||||||
Alexej Ladonnikov (2)
|
396,831 | 5.86 | % | |||||
John W. Fish, Jr. (3)
|
603,171 | 8.89 | % | |||||
Don Miloni (4)
|
1,243,513 | 18.14 | % | |||||
Professional Compounding Centers of America, Inc. (5)
|
832,683 | 12.30 | % | |||||
Directors and Officers
|
||||||||
Jeffery J. Abrams, M.D. (6)
|
93,413 | 1.37 | % | |||||
Mark L. Baum, Esq. (7)
|
328,882 | 4.74 | % | |||||
Andrew R. Boll (8)
|
4,167 | * | ||||||
John Bonfigilio
|
469 | * | ||||||
Balbir Brar, D.V.M., Ph.D. (9)
|
88,204 | 1.29 | % | |||||
Paul Finnegan, M.D. (10)
|
62,500 | * | ||||||
Robert J. Kammer, D.D.S. (11)
|
962,607 | 14.07 | % | |||||
Stephen G. Austin, CPA
|
- | * | ||||||
John Lomoro
|
1,441 | * | ||||||
Terry Nida
|
3,639 | * | ||||||
Joachim Schupp, M.D. (12)
|
21,326 | * | ||||||
All current executive officers and directors as a group (8 persons)
|
1,561,099 | 21.62 | % |
*
|
Represents less than 1%.
|
|
(1)
|
Applicable percentage ownership is based on 6,771,926 shares of our common stock outstanding as of October 24, 2012. Shares of common stock subject to options or warrants and convertible notes subject to conversion into shares of our common stock currently exercisable or convertible, or exercisable or convertible within 60 days after October 24, 2012 are deemed outstanding for the purpose of computing the percentage ownership of the person holding such options, warrants or convertible notes, but are not deemed outstanding for computing the percentage ownership of any other person.
|
|
(2)
|
The address for Mr. Ladonnikov is 13388 Surrey Lane, Saratoga, CA 95070.
|
|
(3)
|
Includes 10,190 shares of common stock issuable upon the exercise of warrants exercisable within 60 days of October 24, 2012.
|
|
(4)
|
Includes 878,576 shares held in his name, 25,316 shares held by Mr. Miloni’s spouse, 151,899 shares held by 1425 Greenwood Lane, LLC, of which Mr. Miloni is the beneficial owner, 102,766 shares held by RCHER Financial, LLC, of which Mr. Miloni is a beneficial owner and 84,956 shares of common stock issuable upon the exercise of warrants exercisable within 60 days of October 24, 2012, of which Mr. Miloni holds warrants to acquire 15,282 shares, Mr. Miloni’s spouse holds warrants to acquire 6,329 shares, 1425 Greenwood Lane, LLC holds warrants to acquire 37,975 shares, and RCHER Financial, LLC holds warrants to acquire 25,730 shares.
|
|
(5)
|
The address for Professional Compounding Centers of America, Inc. is 9901 South Wilcrest Dr., Houston, TX 77099.
|
|
(6)
|
Jeffrey J. Abrams, M.D., a director, is a trustee of the Abrams Family Trust, which owns 39,063 shares of our common stock. Dr. Abrams has sole voting and investment control with respect to the shares of common stock owned by the Abrams Family Trust. Includes 54,350 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of October 24, 2012.
|
|
(7)
|
Includes 157,083 shares of common stock issuable upon the exercise of stock options and 2,413 shares of common stock issuable upon the exercise of warrants exercisable within 60 days of October 24, 2012.
|
|
(8)
|
Includes 4,167 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of October 24, 2012.
|
|
(9)
|
Includes 75,000 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of October 24, 2012.
|
|
(10)
|
Includes 62,500 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of October 24, 2012.
|
|
(11)
|
Includes 13,333 shares of common stock to which Dr. Kammer is entitled for services performed under his advisory agreement, and 42,500 shares of common stock issuable upon the exercise of stock options and 15,282 shares of common stock issuable upon the exercise of warrants exercisable within 60 days of October 24, 2012.
|
|
(12)
|
Includes 21,326 shares of common stock issuable upon the exercise of stock options exercisable within 60 days of October 24, 2012.
|
Report of Independent Registered Public Accounting Firm
|
F-20 | |||
Consolidated Balance Sheets at December 31, 2011 and 2010
|
F-21 | |||
Consolidated Statements of Operations for the Years Ended December 31, 2011 and 2010 and for the Period from July 24, 1998 (Inception) Through December 31, 2011
|
F-22 | |||
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2011 and 2010 and for the Period from July 24, 1998 (Inception) Through December 31, 2011
|
F-23 | |||
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011 and 2010 and for the Period from July 24, 1998 (Inception) Through December 31, 2011
|
F-24 | |||
Notes to the Consolidated Financial Statements
|
F-25 |
June 30,
|
December 31,
|
Pro Forma Stockholders’ Equity as of June 30,
|
||||||||||
2012
|
2011
|
2012
|
||||||||||
(unaudited)
|
(unaudited)
|
|||||||||||
ASSETS
|
||||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
$ | 7,717,292 | $ | 146,160 | $ | |||||||
Prepaid expenses and other current assets
|
45,945 | 14,797 | ||||||||||
Deferred offering costs
|
117,732 | - | ||||||||||
Total current assets
|
7,880,969 | 160,957 | ||||||||||
Furniture and equipment, net
|
14,061 | - | ||||||||||
TOTAL ASSETS
|
$ | 7,895,030 | $ | 160,957 | ||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||||||
Current liabilities
|
||||||||||||
Accounts payable and accrued expenses
|
$ | 423,500 | $ | 218,612 | ||||||||
Accounts payable - related party
|
- | 56,087 | ||||||||||
Accrued Phase 3 expenses
|
55,784 | 55,784 | ||||||||||
Accrued payroll
|
11,915 | - | ||||||||||
Deferred revenue
|
- | 100,000 | ||||||||||
Notes payable and accrued interest - related party
|
- | 300,000 | ||||||||||
Convertible note payable and accrued interest
|
- | 1,130,479 | ||||||||||
Total current liabilities
|
491,199 | 1,860,962 | ||||||||||
Commitments and contingencies
|
||||||||||||
STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||||||
Series A Convertible preferred stock, $0.001 par value, 10 shares authorized,
|
||||||||||||
none and 10 shares issued and outstanding
|
||||||||||||
at June 30, 2012 and December 31, 2011, respectively
|
- | - | - | |||||||||
Common stock, $0.001 par value, 395,000,000 shares authorized,
|
||||||||||||
29,696,213 and 1,987,601 shares issued and outstanding
|
||||||||||||
at June 30, 2012 and December 31, 2011, respectively
|
29,696 | 1,988 | 5,939 | |||||||||
Additional paid-in capital
|
28,779,549 | 16,818,740 | 28,803,306 | |||||||||
Deficit accumulated during the development stage
|
(21,405,414 | ) | (18,520,733 | ) | (21,405,414 | ) | ||||||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
|
7,403,831 | (1,700,005 | ) | 7,403,831 | ||||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 7,895,030 | $ | 160,957 | $ |
For The
|
For The
|
For The
|
For The
|
For the Period From
|
||||||||||||||||
Three Months Ended
|
Three Months Ended
|
Six Months Ended
|
Six Months Ended
|
July 24, 1998 (Inception)
|
||||||||||||||||
June 30,
|
June 30,
|
June 30,
|
June 30,
|
through June 30,
|
||||||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
||||||||||||||||
Revenues:
|
||||||||||||||||||||
License revenues
|
$ | - | $ | - | $ | 100,000 | $ | - | $ | 100,000 | ||||||||||
Operating Expenses:
|
||||||||||||||||||||
Selling, general and administrative
|
984,667 | 121,429 | 1,293,623 | 448,033 | 10,866,950 | |||||||||||||||
Research and development
|
133,611 | 24,338 | 276,574 | 111,554 | 8,096,832 | |||||||||||||||
Loss from operations
|
(1,118,278 | ) | (145,767 | ) | (1,470,197 | ) | (559,587 | ) | (18,863,782 | ) | ||||||||||
Other income (expense)
|
||||||||||||||||||||
Interest expense
|
(3,576 | ) | (18,698 | ) | (24,658 | ) | (37,191 | ) | (1,730,892 | ) | ||||||||||
Interest income
|
5,584 | - | 5,584 | - | 133,165 | |||||||||||||||
Loss on extinguishment of debt
|
(189,323 | ) | - | (1,195,410 | ) | - | (1,195,410 | ) | ||||||||||||
Gain on settlement
|
- | - | - | - | 375,000 | |||||||||||||||
Gain on forgiveness of liabilities
|
- | - | - | - | 176,505 | |||||||||||||||
Total other expense, net
|
(187,315 | ) | (18,698 | ) | (1,214,484 | ) | (37,191 | ) | (2,241,632 | ) | ||||||||||
Net loss
|
(1,305,593 | ) | (164,465 | ) | (2,684,681 | ) | (596,778 | ) | (21,105,414 | ) | ||||||||||
Deemed dividend to preferred stockholders
|
(200,000 | ) | - | (200,000 | ) | - | (300,000 | ) | ||||||||||||
Net loss attributable to common stockholders
|
$ | (1,505,593 | ) | $ | (164,465 | ) | $ | (2,884,681 | ) | $ | (596,778 | ) | $ | (21,405,414 | ) | |||||
Net loss per common share, basic and diluted:
|
$ | (0.08 | ) | $ | (0.08 | ) | $ | (0.23 | ) | $ | (0.30 | ) | ||||||||
Weighted average common shares outstanding,
|
||||||||||||||||||||
basic and diluted
|
19,372,768 | 1,989,404 | 12,345,855 | 1,990,450 |
For The
|
For The
|
For the Period From
|
||||||||||
Six Months Ended
|
Six Months Ended
|
July 24, 1998
|
||||||||||
June 30,
|
June 30,
|
(Inception) through
|
||||||||||
2012
|
2011
|
June 30,2012
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss
|
$ | (2,684,681 | ) | $ | (596,778 | ) | $ | (21,105,414 | ) | |||
Adjustments to reconcile net loss to net cash used in
|
||||||||||||
operating activities:
|
||||||||||||
Estimated fair value of contributed services
|
- | - | 2,475,000 | |||||||||
Gain on forgiveness of liabilities
|
- | - | (176,505 | ) | ||||||||
Amortization of prepaid consulting fees
|
- | - | 807,608 | |||||||||
Depreciation
|
1,247 | 338 | 4,401 | |||||||||
Loss from extinguishment of debt
|
1,195,410 | - | 1,195,410 | |||||||||
Non-cash interest on notes payable
|
24,658 | 37,191 | 1,730,892 | |||||||||
Stock-based compensation
|
848,038 | 112,364 | 2,976,854 | |||||||||
Payments made on behalf of Company by related party
|
- | - | 254,142 | |||||||||
Changes in assets and liabilities:
|
||||||||||||
Prepaid consulting costs
|
- | - | (140,000 | ) | ||||||||
Prepaid expenses and other current assets
|
(31,148 | ) | (10,289 | ) | (45,945 | ) | ||||||
Accounts payable and accrued expenses
|
117,156 | 102,430 | 425,682 | |||||||||
Accrued Phase 3 expenses
|
- | - | 111,871 | |||||||||
Accrued payroll
|
11,915 | 48,835 | 98,506 | |||||||||
Deferred revenue
|
(100,000 | ) | 20,000 | - | ||||||||
NET CASH USED IN OPERATING ACTIVITIES
|
(617,405 | ) | (285,909 | ) | (11,387,498 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Purchases of fixed assets
|
(15,308 | ) | - | (18,462 | ) | |||||||
NET CASH USED IN INVESTING ACTIVITIES
|
(15,308 | ) | - | (18,462 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Proceeds from issuance of notes payable to a related party
|
450,000 | - | 976,300 | |||||||||
Proceeds received in connection with debt modification
|
50,000 | - | 50,000 | |||||||||
Proceeds from issuance of preferred stock
|
- | - | 100,000 | |||||||||
Proceeds from notes payable
|
- | - | 2,500,000 | |||||||||
Preferred stock deemed dividend paid at conversion
|
(200,000 | ) | - | (200,000 | ) | |||||||
Cash advances from related party
|
- | - | 27,537 | |||||||||
Repayment of advances from related party
|
- | - | (281,679 | ) | ||||||||
Capital contributions
|
- | - | 168,707 | |||||||||
Net proceeds from purchase of common stock and
|
||||||||||||
exercise of warrants and stock options
|
- | - | 99,450 | |||||||||
Proceeds from issuance of common stock and warrants
|
||||||||||||
for cash, net of offering costs
|
7,933,845 | - | 15,712,937 | |||||||||
Deferred offering costs
|
(30,000 | ) | - | (30,000 | ) | |||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
8,203,845 | - | 19,123,252 | |||||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
7,571,132 | (285,909 | ) | 7,717,292 | ||||||||
CASH AND CASH EQUIVALENTS, beginning of period
|
146,160 | 291,462 | - | |||||||||
CASH AND CASH EQUIVALENTS, end of period
|
$ | 7,717,292 | $ | 5,553 | $ | 7,717,292 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
Issuance of and adjustment to common stock and warrants to
|
||||||||||||
consulting firms for prepaid consulting fees
|
$ | - | $ | - | $ | 432,007 | ||||||
Deferred offering costs in connection with equity
|
||||||||||||
offering recorded in accounts payable
|
$ | 87,732 | $ | - | $ | 87,732 | ||||||
Conversion of related party accounts payable into common stock
|
$ | 56,087 | $ | - | $ | 56,087 | ||||||
Conversion of notes payable and accrued interest into
|
||||||||||||
common stock
|
$ | 1,905,137 | $ | - | $ | 3,435,314 | ||||||
Forgiveness of notes payable and accrued interest to
|
||||||||||||
shareholders
|
$ | - | $ | - | $ | 241,701 | ||||||
Conversion of advances to notes payable to shareholders
|
$ | - | $ | - | $ | 196,300 | ||||||
Accretion of preferred stock discount
|
$ | - | $ | - | $ | 100,000 | ||||||
Related party acquisition of Phase 3 liabilities
|
$ | - | $ | - | $ | 56,087 | ||||||
Conversion of preferred stock into common stock
|
$ | 7,499 | $ | - | $ | 7,499 |
NOTE 1.
|
OVERVIEW AND BASIS OF PRESENTATION
|
June 30,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Furniture and Equipment, net:
|
||||||||
Computer Software and Hardware
|
$ | 6,341 | $ | - | ||||
Furniture and Equipment
|
8,967 | - | ||||||
15,308 | ||||||||
Accumulated Depreciation
|
(1,247 | ) | - | |||||
$ | 14,061 | $ | - |
●
|
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
|
●
|
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
●
|
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.
|
For The Three
|
For The Three
|
For The Six
|
For The Six
|
|||||||||||||
Months Ended
|
Months Ended
|
Months Ended
|
Months Ended
|
|||||||||||||
June 30, 2012
|
June 30, 2011
|
June 30, 2012
|
June 30, 2011
|
|||||||||||||
Employees - selling, general and administrative
|
$ | 115,634 | $ | 27,059 | $ | 118,224 | $ | 71,918 | ||||||||
Employees - research and development
|
40,866 | 19,388 | 82,412 | 37,754 | ||||||||||||
Directors - selling, general and administrative
|
493,047 | (404 | ) | 567,415 | 2,692 | |||||||||||
Consultants - selling, general and administrative
|
79,987 | - | 79,987 | - | ||||||||||||
Total
|
$ | 729,534 | $ | 46,043 | $ | 848,038 | $ | 112,364 |
June 30,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
10% convertible notes
|
$ | - | $ | 300,000 | ||||
7.5% convertible note
|
- | 1,000,000 | ||||||
Total convertible notes payable
|
$ | - | $ | 1,300,000 | ||||
Less: Current portion
|
- | (1,300,000 | ) | |||||
Long-term portion
|
$ | - | $ | - |
Number of shares
|
Weighted Avg. Exercise Price
|
Weighted Avg. Remaining
Contractual Life |
Aggregate
Intrinsic Value |
|||||||||||||
Outstanding - January 1, 2012
|
150,152 | $ | 9.68 | |||||||||||||
Granted
|
4,975,000 | 0.73 | ||||||||||||||
Exercised
|
- | |||||||||||||||
Cancelled/Forfeited
|
(625,000 | ) | 0.64 | |||||||||||||
Outstanding - June 30, 2012
|
4,500,152 | $ | 1.03 | 5.26 | $ | 75,000 | ||||||||||
Exercisable - June 30, 2012
|
1,053,402 | $ | 1.97 | 5.78 | $ | 15,885 | ||||||||||
Vested and expected to vest - June 30, 2012
|
4,155,477 | $ | 1.06 | 5.27 | $ | 70,625 |
Six Months Ended June 30, 2012
|
||||
Weighted-average fair value of options granted
|
$ | 0.64 | ||
Expected terms (in years)
|
3-5.5 | |||
Expected volatility
|
219-360 | % | ||
Risk-free interest rate
|
0.36-1.03 | % | ||
Dividend yield
|
- |
Six Months Ended June 30,2012
|
||||
Weighted-average fair value of options granted
|
$ | 0.68 | ||
Expected terms (in years)
|
4.83-5.00 | |||
Expected volatility
|
306% - 361 | % | ||
Risk-free interest rate
|
0.62%-1.03 | % | ||
Dividend yield
|
- |
Number of Shares Subject to Warrants Outstanding
|
Weighted Avg. Exercise Price
|
|||||||
Warrants outstanding - January 1, 2012
|
95,498 | $ | 33.16 | |||||
Granted
|
2,755,950 | $ | 1.19 | |||||
Exercised
|
- | |||||||
Expired
|
- | - | ||||||
Warrants outstanding and exercisable - June 30, 2012
|
2,851,448 | $ | 2.25 | |||||
Weighted average remaining contractual life of the outstanding warrants in years - June 30, 2012
|
2.74 |
(A Development Stage Company)
|
||||||
CONSOLIDATED BALANCE SHEETS
|
||||||
IMPRIMIS PHARMACEUTICALS, INC.
|
|||||||
(A Development Stage Company)
|
|||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
For The
|
For The
|
For the Period From
|
||||||||||
Year Ended
|
Year Ended
|
July 24, 1998 (Inception)
|
||||||||||
December 31,
|
December 31,
|
through December 31,
|
||||||||||
2011
|
2010
|
2011
|
||||||||||
Operating Expenses:
|
||||||||||||
Selling, general and administrative
|
827,674 | 2,307,972 | 9,573,327 | |||||||||
Research and development
|
111,554 | 194,588 | 7,820,258 | |||||||||
Loss from operations
|
(939,228 | ) | (2,502,560 | ) | (17,393,585 | ) | ||||||
Other income (expense)
|
||||||||||||
Interest expense
|
(75,000 | ) | (55,479 | ) | (1,706,234 | ) | ||||||
Interest income
|
- | 512 | 127,581 | |||||||||
Gain on settlement
|
- | - | 375,000 | |||||||||
Gain on forgiveness of liabilities
|
60,292 | 26,299 | 176,505 | |||||||||
Total other expense, net
|
(14,708 | ) | (28,668 | ) | (1,027,148 | ) | ||||||
Net loss
|
(953,936 | ) | (2,531,228 | ) | (18,420,733 | ) | ||||||
Deemed dividend to preferred stockholders
|
(100,000 | ) | - | (100,000 | ) | |||||||
Net loss attributable to common stockholders
|
$ | (1,053,936 | ) | $ | (2,531,228 | ) | $ | (18,520,733 | ) | |||
Net loss per common share, basic and diluted:
|
$ | (0.53 | ) | $ | (1.28 | ) | ||||||
Weighted average common shares outstanding,
basic and diluted
|
1,989,014 | 1,973,155 |
IMPRIMIS PHARMACEUTICALS, INC.
|
||||||||||||
(Development Stage Company)
|
||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||||||
For the years ended December 31, 2011 and 2010 and for the period from June 24, 1998 (Inception) through December 31, 2011
|
Preferred Stock
|
Common Stock
|
Additional
|
Deficit accumulated
|
Total
|
||||||||||||||||||||||||
Par
|
Par
|
Paid-in
|
during the
|
Stockholders'
|
||||||||||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
Capital
|
development stage
|
Equity (Deficit)
|
||||||||||||||||||||||
Balance at June 24, 1998 (Inception)
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Estimated fair value of services contributed by
|
||||||||||||||||||||||||||||
stockholders
|
- | - | - | - | 100,000 | - | 100,000 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (100,000 | ) | (100,000 | ) | |||||||||||||||||||
Balance at December 31, 1998
|
- | - | - | - | 100,000 | (100,000 | ) | - | ||||||||||||||||||||
Estimated fair value of services contributed by
|
||||||||||||||||||||||||||||
stockholders
|
- | - | - | - | 200,000 | - | 200,000 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (204,000 | ) | (204,000 | ) | |||||||||||||||||||
Balance at December 31, 1999
|
- | - | - | - | 300,000 | (304,000 | ) | (4,000 | ) | |||||||||||||||||||
Issuance of common stock at $0.0512 per share in
|
||||||||||||||||||||||||||||
May and June 2000
|
- | - | 117,188 | 117 | 5,883 | - | 6,000 | |||||||||||||||||||||
Estimated fair value of services contributed by
|
||||||||||||||||||||||||||||
stockholders
|
- | - | - | - | 200,000 | - | 200,000 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (213,092 | ) | (213,092 | ) | |||||||||||||||||||
Balance at December 31, 2000
|
- | - | 117,188 | 117 | 505,883 | (517,092 | ) | (11,092 | ) | |||||||||||||||||||
Estimated fair value of services contributed by
|
||||||||||||||||||||||||||||
stockholders
|
- | - | - | - | 200,000 | - | 200,000 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (208,420 | ) | (208,420 | ) | |||||||||||||||||||
Balance at December 31, 2001
|
- | - | 117,188 | 117 | 705,883 | (725,512 | ) | (19,512 | ) | |||||||||||||||||||
Estimated fair value of services contributed by
|
||||||||||||||||||||||||||||
stockholders
|
- | - | - | - | 200,000 | - | 200,000 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (228,217 | ) | (228,217 | ) | |||||||||||||||||||
Balance at December 31, 2002
|
- | - | 117,188 | 117 | 905,883 | (953,729 | ) | (47,729 | ) | |||||||||||||||||||
Estimated fair value of services contributed by
|
||||||||||||||||||||||||||||
stockholders
|
- | - | - | - | 200,000 | - | 200,000 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (207,196 | ) | (207,196 | ) | |||||||||||||||||||
Balance at December 31, 2003
|
- | - | 117,188 | 117 | 1,105,883 | (1,160,925 | ) | (54,925 | ) | |||||||||||||||||||
Estimated fair value of services contributed by
|
||||||||||||||||||||||||||||
stockholders
|
- | - | - | - | 400,000 | - | 400,000 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (508,226 | ) | (508,226 | ) | |||||||||||||||||||
Balance at December 31, 2004
|
- | - | 117,188 | 117 | 1,505,883 | (1,669,151 | ) | (163,151 | ) | |||||||||||||||||||
Capital contributions
|
- | - | - | - | 14,200 | - | 14,200 | |||||||||||||||||||||
Issuance of common stock at $0.0512 per share in
|
||||||||||||||||||||||||||||
August 2005
|
- | - | 306,641 | 307 | 15,393 | - | 15,700 | |||||||||||||||||||||
Exercise of stock options at $0.0512 per share in
|
||||||||||||||||||||||||||||
August 2005
|
- | - | 1,953 | 2 | 98 | - | 100 | |||||||||||||||||||||
Estimated fair value of services contributed by
|
||||||||||||||||||||||||||||
stockholders
|
- | - | - | - | 400,000 | - | 400,000 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (539,622 | ) | (539,622 | ) | |||||||||||||||||||
Balance at December 31, 2005
|
- | - | 425,782 | 426 | 1,935,574 | (2,208,773 | ) | (272,773 | ) | |||||||||||||||||||
Capital contributions
|
- | - | - | - | 48,600 | - | 48,600 | |||||||||||||||||||||
Exercise of stock options at $0.0512 per share in June
|
||||||||||||||||||||||||||||
and July 2006
|
- | - | 46,875 | 47 | 2,353 | - | 2,400 | |||||||||||||||||||||
Estimated fair value of services contributed by
|
||||||||||||||||||||||||||||
stockholders
|
- | - | - | - | 400,000 | - | 400,000 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (584,232 | ) | (584,232 | ) | |||||||||||||||||||
Balance at December 31, 2006
|
- | - | 472,657 | 473 | 2,386,527 | (2,793,005 | ) | (406,005 | ) | |||||||||||||||||||
Issuance of common stock at $0.0512 per share
|
||||||||||||||||||||||||||||
during January and March 2007
|
- | - | 498,047 | 498 | 25,002 | - | 25,500 | |||||||||||||||||||||
Exercise of stock options and warrants at $0.0512
|
||||||||||||||||||||||||||||
per share in April and August 2007
|
- | - | 4,883 | 5 | 245 | - | 250 | |||||||||||||||||||||
Estimated fair value of services contributed by
|
||||||||||||||||||||||||||||
stockholders
|
- | - | - | - | 175,000 | - | 175,000 | |||||||||||||||||||||
Capital contributions
|
- | - | - | 105,907 | - | 105,907 | ||||||||||||||||||||||
Forgiveness of notes payable and interest
|
- | - | - | - | 241,701 | - | 241,701 | |||||||||||||||||||||
Issuance of restricted common stock at $16.00 per share
|
||||||||||||||||||||||||||||
in August 2007
|
- | - | 24,414 | 25 | (25 | ) | - | - | ||||||||||||||||||||
Issuance of common stock in connection with merger
|
||||||||||||||||||||||||||||
on September 17, 2007
|
- | - | 231,249 | 231 | (231 | ) | - | - | ||||||||||||||||||||
Net proceeds from private placement offering issued
|
||||||||||||||||||||||||||||
at $100,000 per unit in September and October 2007
|
- | - | 258,979 | 259 | 3,837,532 | - | 3,837,791 | |||||||||||||||||||||
Issuance of common stock related to conversion of
|
||||||||||||||||||||||||||||
senior convertible notes payable and accrued interest
|
- | - | 191,272 | 191 | 1,529,986 | - | 1,530,177 | |||||||||||||||||||||
Beneficial conversion feature upon conversion of
|
||||||||||||||||||||||||||||
senior convertible notes payable
|
- | - | - | - | 1,530,177 | - | 1,530,177 | |||||||||||||||||||||
Issuance of common stock and warrants for consulting
|
||||||||||||||||||||||||||||
services in September 2007 at a value of $16.00 per
|
||||||||||||||||||||||||||||
share for stock transaction and $100,000 per unit
|
||||||||||||||||||||||||||||
for stock and warrant transaction
|
- | - | 34,375 | 34 | 549,966 | - | 550,000 | |||||||||||||||||||||
Stock-based compensation
|
- | - | - | - | 184,522 | - | 184,522 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (4,284,540 | ) | (4,284,540 | ) | |||||||||||||||||||
Balance at December 31, 2007
|
- | - | 1,715,876 | 1,716 | 10,566,309 | (7,077,545 | ) | 3,490,480 | ||||||||||||||||||||
Net proceeds from private placement offering issued
|
||||||||||||||||||||||||||||
at $110,000 per unit in May 2008 and final costs of
|
||||||||||||||||||||||||||||
2007 private placement offering
|
- | - | 227,273 | 228 | 3,941,073 | - | 3,941,301 | |||||||||||||||||||||
Adjustment and issuance of common stock, warrant and
|
||||||||||||||||||||||||||||
stock options related to consulting services agreement
|
- | - | (1,738 | ) | (2 | ) | (117,991 | ) | - | (117,993 | ) | |||||||||||||||||
Issuance of restricted stock at $5.60 per share
|
||||||||||||||||||||||||||||
in November 2008
|
- | - | 3,125 | 3 | (3 | ) | - | - | ||||||||||||||||||||
Stock-based compensation
|
- | - | - | - | 562,442 | - | 562,442 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (3,304,388 | ) | (3,304,388 | ) | |||||||||||||||||||
Balance at December 31, 2008
|
- | - | 1,944,535 | 1,945 | 14,951,830 | (10,381,933 | ) | 4,571,842 | ||||||||||||||||||||
Issuance of common stock and stock options related
|
||||||||||||||||||||||||||||
consulting agreements
|
- | - | 5,722 | 6 | 121,449 | - | 121,455 | |||||||||||||||||||||
Exercise of stock options at $7.92 per share August 2009
|
- | - | 6,250 | 6 | 49,494 | - | 49,500 | |||||||||||||||||||||
Stock-based compensation
|
- | - | - | - | 388,050 | - | 388,050 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (4,553,636 | ) | (4,553,636 | ) | |||||||||||||||||||
Balance at December 31, 2009
|
- | - | 1,956,508 | 1,957 | 15,510,823 | (14,935,569 | ) | 577,211 | ||||||||||||||||||||
Issuance of common stock and stock options related
|
||||||||||||||||||||||||||||
to consulting agreements
|
- | - | 28,750 | 29 | 367,871 | - | 367,900 | |||||||||||||||||||||
Issuance of restricted stock at $6.40 per share
|
||||||||||||||||||||||||||||
in October 2010
|
- | - | 6,250 | 6 | 12,077 | - | 12,083 | |||||||||||||||||||||
Stock-based compensation
|
- | - | - | - | 535,812 | - | 535,812 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (2,531,228 | ) | (2,531,228 | ) | |||||||||||||||||||
Balance at December 31, 2010
|
- | - | 1,991,508 | 1,992 | 16,426,583 | (17,466,797 | ) | (1,038,222 | ) | |||||||||||||||||||
Forfeiture of unvested restricted stock in May 2011
|
- | - | (3,906 | ) | (4 | ) | 3,336 | - | 3,332 | |||||||||||||||||||
Issuance of Series A Preferred Stock at $10,000 per
|
||||||||||||||||||||||||||||
share in December 2011
|
10 | - | - | - | 100,000 | - | 100,000 | |||||||||||||||||||||
Preferred stock beneficial conversion feature
|
- | - | - | - | 100,000 | - | 100,000 | |||||||||||||||||||||
Accretion of preferred stock discount
|
- | - | - | - | - | (100,000 | ) | (100,000 | ) | |||||||||||||||||||
Estimated fair value of stock options granted to former
|
||||||||||||||||||||||||||||
employees in forgiveness of liabilities
|
- | - | - | - | 11,400 | - | 11,400 | |||||||||||||||||||||
Stock-based compensation
|
- | - | - | - | 177,421 | - | 177,421 | |||||||||||||||||||||
Net loss
|
- | - | - | - | - | (953,936 | ) | (953,936 | ) | |||||||||||||||||||
Balance at December 31, 2011
|
10 | $ | - | 1,987,601 | $ | 1,988 | $ | 16,818,740 | $ | (18,520,733 | ) | $ | (1,700,005 | ) |
IMPRIMIS PHARMACEUTICALS, INC.
|
|||||||
(A Development Stage Company)
|
|||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For The
|
For The
|
For the Period From
|
||||||||||
Year Ended
|
Year Ended
|
July 24, 1998 (Inception)
|
||||||||||
December 31,
|
December 31,
|
through December 31,
|
||||||||||
2011
|
2010
|
2011
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss
|
$ | (953,936 | ) | $ | (2,531,228 | ) | $ | (18,420,733 | ) | |||
Adjustments to reconcile net loss to net cash used in
|
||||||||||||
operating activities:
|
||||||||||||
Estimated fair value of contributed services
|
- | - | 2,475,000 | |||||||||
Gain on forgiveness of liabilities
|
(60,292 | ) | (26,299 | ) | (176,505 | ) | ||||||
Amortization of prepaid consulting fees
|
- | 235,600 | 807,608 | |||||||||
Depreciation
|
338 | 1,056 | 3,154 | |||||||||
Non-cash interest on notes payable
|
75,000 | 55,479 | 1,706,234 | |||||||||
Stock-based compensation
|
192,153 | 680,195 | 2,128,816 | |||||||||
Payments made on behalf of Company by related party
|
254,142 | - | 254,142 | |||||||||
Changes in assets and liabilities:
|
||||||||||||
Prepaid consulting costs
|
- | - | (140,000 | ) | ||||||||
Prepaid expenses and other current assets
|
45,695 | 20,425 | (14,797 | ) | ||||||||
Accounts payable
|
144,980 | (607,382 | ) | 308,526 | ||||||||
Accrued Phase 3 expenses
|
- | (231,762 | ) | 111,871 | ||||||||
Accrued expenses and payroll liabilities
|
(9,240 | ) | 25,605 | 86,591 | ||||||||
Deferred revenue
|
20,000 | 80,000 | 100,000 | |||||||||
NET CASH USED IN OPERATING ACTIVITIES
|
(291,160 | ) | (2,298,311 | ) | (10,770,093 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Purchases of fixed assets
|
- | - | (3,154 | ) | ||||||||
NET CASH USED IN INVESTING ACTIVITIES
|
- | - | (3,154 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Proceeds from issuance of notes payable to stockholders
|
300,000 | - | 526,300 | |||||||||
Proceeds from issuance of preferred stock
|
100,000 | - | 100,000 | |||||||||
Proceeds from notes payable
|
- | 1,000,000 | 2,500,000 | |||||||||
Cash advances from related party
|
27,537 | - | 27,537 | |||||||||
Repayment of advances from related party
|
(281,679 | ) | - | (281,679 | ) | |||||||
Capital contributions
|
- | - | 168,707 | |||||||||
Net proceeds from purchase of common stock and exercise
|
||||||||||||
of warrants and stock options
|
- | - | 99,450 | |||||||||
Proceeds from issuance of common stock for cash, net of offering costs
|
- | - | 7,779,092 | |||||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
145,858 | 1,000,000 | 10,919,407 | |||||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(145,302 | ) | (1,298,311 | ) | 146,160 | |||||||
CASH AND CASH EQUIVALENTS, beginning of period
|
291,462 | 1,589,773 | - | |||||||||
CASH AND CASH EQUIVALENTS, end of period
|
$ | 146,160 | $ | 291,462 | $ | 146,160 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||||||
Issuance of and adjustment to common stock and warrants to
|
||||||||||||
consulting firms for prepaid consulting fees
|
$ | - | $ | - | $ | 432,007 | ||||||
Conversion of notes payable and accrued interest into common stock
|
$ | - | $ | - | $ | 1,530,177 | ||||||
Forgiveness of notes payable and accrued interest to shareholders
|
$ | - | $ | - | $ | 241,701 | ||||||
Conversion of advances to notes payable to shareholders
|
$ | - | $ | - | $ | 196,300 | ||||||
Accretion of preferred stock discount
|
$ | 100,000 | $ | - | $ | 100,000 | ||||||
Payment of Phase 3 Liabilities by related party
|
$ | 56,087 | $ | - | $ | 56,087 |
●
|
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
|
●
|
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
●
|
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.
|
For the year ended
|
For the year ended
|
|||||||
December 31, 2011
|
December 31, 2010
|
|||||||
Net loss
|
$ | (953,936 | ) | $ | (2,531,228 | ) | ||
Deemed dividend to preferred stockholders
|
(100,000 | ) | - | |||||
Numerator – loss attributable to common stockholders
|
(1,053,936 | ) | (2,531,228 | ) | ||||
Denominator – weighted average
|
||||||||
number of shares outstanding, basic and diluted
|
1,989,014 | 1,973,155 | ||||||
Loss per share, basic and diluted
|
$ | (0.53 | ) | $ | (1.28 | ) |
December 31,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
10% note payable due December 2012
|
$ | 300,000 | $ | - | ||||
7.5% convertible note
|
1,000,000 | 1,000,000 | ||||||
Total convertible notes payable
|
$ | 1,300,000 | $ | 1,000,000 | ||||
Less: Current portion
|
(1,300,000 | ) | - | |||||
Long-term portion
|
$ | - | $ | 1,000,000 |
-
|
In fiscal year 1998, the Company recorded capital contributions of $100,000 (the estimated fair value of the services contributed) in connection with services contributed by stockholders, which is recorded respectively in selling, general and administrative and research and development expenses in the accompanying consolidated statements of operations.
|
-
|
In fiscal year 1999, the Company recorded capital contributions of $200,000 (the estimated fair value of the services contributed) in connection with services contributed by stockholders, which is recorded respectively in selling, general and administrative and research and development expenses in the accompanying consolidated statements of operations.
|
-
|
In fiscal year 2000, the Company issued 117,188 shares of common stock at a price of $0.0512 per share for proceeds of $6,000. Also, recorded capital contributions of $200,000 (the estimated fair value of the services contributed) in connection with services contributed by stockholders, which is recorded respectively in selling, general and administrative and research and development expenses in the accompanying consolidated statements of operations.
|
-
|
In fiscal year 2001, the Company recorded capital contributions of $200,000 (the estimated fair value of the services contributed) in connection with services contributed by stockholders, which is recorded respectively in selling, general and administrative and research and development expenses in the accompanying consolidated statements of operations.
|
-
|
In fiscal year 2002, the Company recorded capital contributions of $200,000 (the estimated fair value of the services contributed) in connection with services contributed by stockholders, which is recorded respectively in selling, general and administrative and research and development expenses in the accompanying consolidated statements of operations.
|
-
|
In fiscal year 2003, the Company recorded capital contributions of $200,000 (the estimated fair value of the services contributed) in connection with services contributed by stockholders, which is recorded respectively in selling, general and administrative and research and development expenses in the accompanying consolidated statements of operations.
|
-
|
In fiscal year 2004, the Company recorded capital contributions of $400,000 (the estimated fair value of the services contributed) in connection with services contributed by stockholders, which is recorded respectively in selling, general and administrative and research and development expenses in the accompanying consolidated statements of operations.
|
-
|
In fiscal year 2005, the Company issued 308,594 shares of common stock at a price of $0.0512 per share for gross proceeds of $15,800 for common stock purchases and stock option exercises. The Company received additional capital contributions in cash of $14,200 from the Company’s stockholders and recorded capital contributions of $400,000 (the estimated fair value of the services contributed) in connection with services contributed by stockholders, which is recorded respectively in selling, general and administrative and research and development expenses in the accompanying consolidated statements of operations.
|
-
|
In fiscal year 2006, the Company issued 46,875 shares of common stock at a price of $0.0512 per share for gross proceeds of $2,400. The Company received additional capital contributions in cash of $48,600 from the Company’s stockholders and recorded capital contributions of $400,000 (the estimated fair value of the services contributed) in connection with services contributed by stockholders, which is recorded respectively in selling, general and administrative and research and development expenses in the accompanying consolidated statements of operations.
|
-
|
Prior to the Merger during fiscal year 2007, the Company issued 498,047 shares of its common stock at a price of $0.0512 per share for proceeds of $25,750, which includes the issuance of 31,250 shares upon the exercise of a warrant and 7,813 shares upon exercise of stock options. Also, prior to the Merger, the Company received capital contributions of $105,907 from the Company’s stockholders and recorded capital contributions of $175,000 (the estimated fair value of the services contributed) in connection with services contributed by stockholders, which is recorded respectively in selling, general and administrative and research and development expenses in the accompanying consolidated statements of operations.
|
-
|
Prior to the Merger during fiscal year 2007, the Company recorded additional paid-in capital of $241,701 related to the forgiveness of Stockholders’ Notes (see Note 5).
|
-
|
In August 2007, the Company issued a restricted stock grant to an executive of the Company for 195,313 shares of the Company’s common stock.
|
-
|
In connection with the Merger in 2007, 231,249 of Imprimis common shares remained outstanding (see Note 3).
|
-
|
Concurrent with the Merger in 2007, the Company sold 258,979 shares of common stock for net proceeds of $3,837,791 ($4,143,667 gross) through a private placement (the “Private Placement”). In addition, the investors received warrants to purchase 64,745 shares of common stock for a period of five years at a cash and cashless exercise price of $32.00 and $40.00 per share, respectively. In connection with the Private Placement, the Company incurred placement agent fees and other related expenses totaling $342,105 (of which $36,229 was paid in fiscal year 2008 and netted with the 2008 private placement discussed below) and issued warrants to purchase up to 33,750 shares of common stock for a period of three years at cash and cashless exercise price of $32.00 and $40.00 per share, respectively.
|
-
|
Concurrent with the Merger in 2007, the Company issued 191,272 shares of common stock related to the conversion of the 2007 Notes and accrued interest of $1,530,177 (see Note 5). Also, the Company recorded a debt discount of $1,530,177 related to the 2007 Notes (see Note 5).
|
-
|
In September 2007, the Company entered into three, one-year consulting agreements with three separate firms to provide services related to investor communications. In the aggregate, 34,375 shares of common stock were issued in accordance with the terms of the agreements along with a warrant to purchase 2,344 shares of common stock for a period of five years at a cash and cashless exercise price of $32.00 and $40.00, respectively. The fair value of the stock and warrants were valued at $550,000. The estimated costs of the consulting agreements, including the stock, warrants and non-refundable fee were amortized over the one-year terms.
|
-
|
On May 12, 2008, the Company sold 227,273 shares of common stock for net proceeds of $3,941,301 ($4,000,000 gross) through a follow-on private placement (the “Follow-on Private Placement”) to accredited investors. In addition, the investors received warrants to purchase 28,409 shares of common stock for a period of five years at a cash and cashless exercise price of $35.20 and $44.00 per share, respectively. In connection with the Follow-On Private Placement, the Company incurred expenses of $22,470, which was recorded as a reduction of additional paid-in capital, and the gross proceeds were also netted with $36,229 related to the 2007 private placement that was paid in 2008.
|
-
|
In 2008, in connection with the termination of certain consulting agreements entered into in 2007 and 2008, 10,321 shares of common stock were forfeited at a value that was reversed of $135,136. The Company also decreased additional paid-in capital and consulting expense by $70,000 because of the remeasurement of certain consulting agreements. Additionally, during 2008, the Company entered into an agreement with an investor relations firm (“IR Firm”). Pursuant to the agreement with the IR Firm, the Company issued 8,583 shares of common stock during 2008 at a value of $85,833. In a separate agreement, the Company entered into a consulting agreement in which the Company issued a three-year warrant to purchase 625 shares of the Company’s common stock at a cash and cashless price of $16.00 per share. The fair value of the warrant, determined based on the Black-Scholes pricing model, was valued at $1,310. The net amount of shares forfeited during 2008 from consulting agreements and the IR Firm was (13,901) and the net expense reversed and charged to additional paid-in capital was ($117,993).
|
-
|
On November 21, 2008, the Company issued a restricted stock grant to a director of the Company for 3,125 shares of the Company’s common stock. The restricted stock grant vested over a one-year period.
|
-
|
During 2009, in connection with the agreement with the IR Firm, the Company issued 5,722 shares of common stock valued at $50,356. In a separate agreement, the Company entered into a consulting agreement in which the Company issued a stock option to purchase 6,250 shares of the Company’s common stock at an exercise price of $7.92 per share. The fair value of the option, determined based on the Black-Scholes pricing model, was recorded as $14,434. In another agreement, the Company entered into a consulting agreement in which the Company issued stock options to purchase 5,938 shares of the Company’s common stock at an exercise price of $12.80 per share. The fair value of the options, determined based on the Black-Scholes pricing model, was recorded at $56,665. The total value of common stock, warrants and options recorded during 2009 was $121,455.
|
-
|
In August 2009, the Company issued 6,250 shares of common stock at a price of $7.92 per share for gross proceeds of $49,500 for stock option exercises.
|
-
|
In June 2010, the Company entered into two separate agreements with an investor relations firm and a financial advisory services firm (collectively “the firms”) in order to provide certain investor relations and advisory services to the Company for a period of one year. In exchange for such services, the Company issued 25,000 shares, in the aggregate, of its unregistered common stock, of which all shares were nonforfeitable (valued at $208,000 and recorded as prepaid consulting fees upon issuance) to the firms as a prepayment of services to be received over a three-month period. The Company agreed to suspend the services related to these agreements, therefore, at this time no additional shares of common stock will be issued to the firms. For the year ended December 31, 2010, the Company recorded stock-based compensation related to the stock of $208,000. On August 13, 2010, the Company entered into a consulting agreement in which the Company issued stock options to purchase 201,217 shares of the Company’s common stock at an exercise price of $8.56 per share (see Note 7). The fair value of the options, determined based on the Black-Scholes pricing model, was recorded at $132,300. In September 2010, the Company entered an agreement with an investor relations firm in order to provide certain investor relations services to the Company for a period of six months. In exchange for such services, the Company issued 3,750 shares, in the aggregate, of its unregistered common stock, of which all shares were nonforfeitable (valued at $27,600 and recorded as prepaid consulting fees upon issuance) to the investor relations firm as a prepayment of services to be received for the initial three-month period of the agreement. The agreement was terminated by the Company during November 2010. For the year ended December 31, 2010, the Company recorded stock-based compensation related to the restricted stock of $27,600. The total number of shares issued to consultants during 2010 was 230,000 and the total value of common stock and options issued to consultants during 2010 was $367,900.
|
-
|
On October 20, 2010, the Company appointed John N. Bonfiglio, Ph.D. as Chief Executive Officer and President of the Company. Dr. Bonfiglio was also appointed as a director on the Company’s Board. The Board granted Dr. Bonfiglio a stock option for 50,000 shares of common stock and issued 6,250 shares of restricted common stock in accordance with the Company’s 2007 Incentive Stock and Awards Plan. The stock option and the restricted common stock vested as follows: 25% of the option shares and the restricted stock vested immediately upon grant, with the balance of the option shares and the restricted stock vesting in equal monthly installments over the next 36 months beginning 30 days after the grant date. The restricted stock was valued at $6.40 per share, the reported closing price of the Company’s common stock on October 20, 2010. For the year ended December 31, 2010, the Company recorded stock-based compensation expense related to the issuance and partial vesting of the restricted stock award of $12,083.
|
-
|
On May 13, 2011, the Board accepted the resignation of Dr. Bonfiglio, Ph.D. as Chief Executive Officer and President of the Company and as a director on the Board. As a result of Dr. Bonfiglio’s resignation, of the 6,250 shares of restricted stock awarded to him, 2,344 shares had vested and 3,906 shares were returned to treasury and cancelled effective his date of resignation. For the year ended December 31, 2011, the Company recorded stock-based compensation expense related to the issuance and partial vesting of the restricted stock award of $3,332.
|
-
|
On October 5, 2011, the Company issued 37,500 stock options to former employees, valued at $11,400 (see Note 7).
|
Number of shares
|
Weighted Avg. Exercise Price
|
Weighted Avg. Remaining Contractual Life
|
Aggregate Intrinsic Value
|
|||||||||||||
Outstanding - January 1, 2011
|
313,277 | $ | 10.96 | |||||||||||||
Granted
|
37,500 | 0.80 | ||||||||||||||
Exercised
|
- | - | ||||||||||||||
Cancelled/Forfeited
|
(200,625 | ) | 10.08 | |||||||||||||
Outstanding - December 31, 2011
|
150,152 | $ | 9.68 | 3.28 | $ | 6,000 | ||||||||||
Exercisable - December 31, 2011
|
146,152 | $ | 9.76 | 3.18 | $ | 6,000 | ||||||||||
Vested and expected to vest - December 31, 2011
|
149,752 | $ | 9.68 | 3.27 | $ | 6,000 |
2011 | 2010 | |||||||
Weighted-average fair value of options granted
|
$ | 0.32 | $ | 4.48 | ||||
Expected terms (in years)
|
3.0 | 6.0 | ||||||
Expected volatility
|
85 | % | 75 | % | ||||
Risk-free interest rate
|
0.46 | % | 2.02 | % | ||||
Dividend yield
|
- | - |
2010
|
||||
Weighted-average fair value of options granted
|
$ | 5.28 | ||
Expected terms (in years)
|
5.0 | |||
Expected volatility
|
75 | % | ||
Risk-free interest rate
|
1.63 | % | ||
Dividend yield
|
- |
Number of Shares Subject to Warrants Outstanding
|
Weighted Avg. Exercise Price
|
|||||||
Warrants outstanding - January 1, 2011
|
96,123 | $ | 32.80 | |||||
Granted
|
- | |||||||
Exercised
|
- | |||||||
Expired
|
(625 | ) | 16.00 | |||||
Warrants outstanding and exercisable - December 31, 2011
|
95,498 | $ | 33.16 | |||||
Weighted average remaining contractual life of the outstanding warrants in years - December 31, 2011
|
0.91 |
December 31,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
Federal tax benefit at statutory rate
|
$ | (319,489 | ) | $ | (842,257 | ) | ||
State tax benefit, net
|
(58,881 | ) | (161,372 | ) | ||||
Research and development credits
|
(10,123 | ) | (39,517 | ) | ||||
Employee stock-based compensation
|
- | - | ||||||
Other differences
|
- | 46 | ||||||
Change in valuation allowance
|
388,493 | 1,043,100 | ||||||
Provision for income taxes
|
$ | - | $ | - |
December 31,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
Deferred tax assets
|
||||||||
Federal and state net operating loss carryforwards
|
$ | 4,886,429 | $ | 4,565,466 | ||||
Stock-based compensation
|
743,789 | 671,940 | ||||||
Tax credits
|
532,278 | 522,155 | ||||||
Other
|
4,985 | 19,427 | ||||||
Total deferred tax assets
|
6,167,481 | 5,778,988 | ||||||
Less: Valuation allowance
|
(6,167,481 | ) | (5,778,988 | ) | ||||
Net deferred income tax asset
|
$ | - | $ | - |
Amount
|
||||
SEC Registration Fee
|
$
|
1,333
|
||
FINRA Filing Fee
|
2,750
|
|||
NASDAQ fee
|
50,000
|
|||
Legal Fees and Expenses
|
550,000
|
|||
Accounting Fees and Expenses
|
70,000
|
|||
Printing and Related Expenses
|
20,000
|
|||
Transfer Agent and Registrar Fees
|
5,000
|
|||
Miscellaneous Expenses
|
10,000
|
|||
Total |
$
|
709,083
|
Exhibit No.
|
Description
|
|
1.1*
|
Form of Underwriting Agreement
|
|
2.1
|
Agreement and Plan of Merger, dated as of September 17, 2007, by and among Transdel Pharmaceuticals, Inc., Transdel Pharmaceuticals Holdings, Inc. and Trans-Pharma Acquisition Corp. Incorporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
|
|
3.1
|
Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission September 13, 2007)
|
|
3.2
|
Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission September 13, 2007)
|
|
3.3
|
Certificate of Designation of Series A Convertible Preferred Stock of Transdel Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
3.4
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
|
5.1**
|
Opinion of Morrison & Foerster LLP
|
|
10.1
|
Form of Warrant to purchase Common Stock (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
|
|
10.2
|
Form of Directors and Officers Indemnification Agreement (incorporated herein by reference to Exhibit 10.8 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
|
|
10.3#
|
Transdel Pharmaceuticals, Inc. 2007 Incentive Stock and Awards Plan (incorporated herein by reference to Exhibit 10.11 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
|
|
10.4#
|
Transdel Pharmaceuticals, Inc. 2007 Incentive Stock and Awards Plan — Amendment No. 1 (incorporated herein by reference to Exhibit A to the Definitive Proxy Statement on Schedule 14A of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on October 1, 2008)
|
|
10.5#
|
Amendment No. 2 to Transdel Pharmaceuticals, Inc. 2007 Incentive Stock and Awards Plan (incorporated herein by reference to Annex B to the Information Statement on Schedule 14C of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on February 6, 2012)
|
|
10.6#**
|
Amendment No. 3 to Imprimis Pharmaceuticals, Inc. 2007 Incentive Stock and Awards Plan
|
|
10.7#
|
Form of 2007 Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.12 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
|
|
10.8#
|
Form of 2007 Non-Qualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.13 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
|
|
10.9
|
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations, dated as of September 17, 2007, by and between Transdel Pharmaceuticals, Inc. and Bywater Resources Holdings Inc. (incorporated herein by reference to Exhibit 10.15 to the Registration Statement on Form SB-2 of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 7, 2007)
|
|
10.10
|
Research and Development Services Agreement, dated as of October 11, 2007, by and between DPT Laboratories, Ltd. And Transdel Pharmaceuticals Holdings, Inc. (incorporated herein by reference to Exhibit 10.17 to the Registration Statement on Form SB-2 of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 7, 2007) (portions of this exhibit have been omitted pursuant to a request for confidential treatment)
|
|
10.11
|
Project Scope Document, effective as of May 30, 2007, by and between DPT Laboratories, Ltd. and Transdel Pharmaceuticals Holdings, Inc. (incorporated herein by reference to Exhibit 10.18 to the Registration Statement on Form SB-2 of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 27, 2007) (portions of this exhibit have been omitted pursuant to a request for confidential treatment)
|
|
10.12
|
Form of Warrant to purchase Common Stock (incorporated herein by reference to Exhibit 10.2 the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on May 15, 2008).
|
10.13#
|
Employment Agreement, dated as of October 18, 2010, between Transdel Pharmaceuticals, Inc. and John Bonfiglio, Ph.D.
(incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on November 14, 2010)
|
|
10.14#
|
Nonqualified Stock Option Agreement, dated as of October 20, 2010, between Transdel Pharmaceuticals, Inc., and Dr. John Bonfiglio (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on November 14, 2010)
|
|
10.15#
|
Restricted Stock Agreement, dated as of October 20, 2010, between Transdel Pharmaceuticals, Inc., and Dr. John Bonfiglio (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on November 14, 2010)
|
|
10.16
|
Form of Senior Convertible Note Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on April 8, 2011)
|
|
10.17
|
Form of Senior Convertible Promissory Note (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on April 8, 2011)
|
|
10.18
|
Asset Purchase Agreement, dated as of June 23, 2011, by and among Transdel Pharmaceuticals, Inc. and Cardium Healthcare, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on June 26, 2011)
|
|
10.19
|
Secured Line of Credit Letter Agreement, dated November 21, 2011 and effective as of December 9, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
10.20
|
Security Agreement, dated as of December 9, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
10.21
|
Intellectual Property Security Agreement, dated as of December 9, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC. (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
10.22
|
Securities Purchase Agreement, dated November 21, 2011 and effective as of December 9, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC. (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
10.23**
|
First Amendment to Securities Purchase Agreement, effective as of December 31, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC
|
|
10.24
|
Mutual General Release Agreement, dated as of December 13, 2011, by and between Transdel Pharmaceuticals, Inc. and the other signatories thereto. (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
10.25
|
Waiver and Settlement Agreement, effective as of January 25, 2012, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
|
10.26
|
Waiver and Settlement Agreement, effective as of January 25, 2012, by and between Transdel Pharmaceuticals, Inc. and Alexej Ladonnikov (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
|
10.27#
|
Employment Agreement, effective as of January as of 1, 2012, by and between Transdel Pharmaceuticals, Inc. and Balbir Brar, D.V.M., Ph.D. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
|
10.28#
|
Employment Agreement, effective as of February 1, 2012, by and between Transdel Pharmaceuticals, Inc. and Andrew Boll (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
10.29#
|
Employment Agreement, effective as of February 15, 2012, by and between Transdel Pharmaceuticals, Inc. and Joachim Schupp, M.D. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
|
10.30#**
|
Amended and Restated Employment Agreement, dated July 24, 2012, by and between Imprimis Pharmaceuticals, Inc. and Mark L. Baum, Esq.
|
|
10.31#
|
Advisory Agreement, effective as of April 1, 2012, by and between Imprimis Pharmaceuticals, Inc. and Dr. Robert Kammer (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on 8-K filed with the Securities and Exchange Commission on April 27, 2012)
|
|
10.32#**
|
Amendment to Advisory Agreement, dated July
24
, 2012, by and between Imprimis Pharmaceuticals, Inc. and Dr. Robert Kammer
|
|
10.33#
|
Senior Advisory Agreement, effective as of January 17, 2012, by and between Transdel Pharmaceuticals, Inc. and Paul Finnegan, M.D. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
|
10.34#**
|
Termination Agreement, effective as of May 9, 2012, by and between Imprimis Pharmaceuticals, Inc. and Paul Finnegan, M.D.
|
|
10.35
|
Promissory Note Conversion Agreement, dated as of April 20, 2012, by and between Imprimis Pharmaceuticals, Inc. and DermaStar International, LLC (incorporated herein by reference to the Current Report on Form 8-K of Imprimis Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on April 27, 2012)
|
|
10.36
|
Securities Purchase Agreement, dated as of April 20, 2012, by and between Imprimis Pharmaceuticals, Inc. and the investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K filed with the Securities and Exchange Commission on April 27, 2012)
|
|
10.37
|
Form of Warrant dated as of April 25, 2012 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on 8-K filed with the Securities and Exchange Commission on April 27, 2012)
|
|
10.39**
|
Conversion Agreement, dated June 29, 2012, by and between Imprimis Pharmaceuticals, Inc. and DermaStar, LLC
|
|
10.40#**
|
Stand-alone Restricted Stock Unit Agreement, dated July 18, 2012, granted by Imprimis Pharmaceuticals, Inc. to Mark L. Baum
|
|
10.41#** |
Stand-alone Restricted Stock Unit Agreement, dated July 18, 2012, granted by Imprimis Pharmaceuticals, Inc. to Robert J. Kammer
|
|
10.42 |
License Agreement, dated as of August 30, 2012, by and between Imprimis Pharmaceuticals, Inc. and Professional Compounding Centers of America, Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Imprimis Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on August 31, 2012)
|
|
10.43 |
Stock Purchase Agreement, dated as of August 30, 2012, by and between Imprimis Pharmaceuticals, Inc. and Professional Compounding Centers of America, Inc. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Imprimis Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on August 31, 2012)
|
|
10.44 * |
Form of Underwriter’s Warrant
|
|
23.1*
|
Consent of KMJ Corbin & Company LLP
|
|
23.2**
|
Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
|
|
24.1**
|
Power of Attorney (contained on the signature page)
|
101.INS++**
|
XBRL Instant 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
|
†
|
To be filed by amendment.
|
|
*
|
Filed herewith
|
|
#
|
Management contract or compensatory plan or arrangement.
|
|
++
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not otherwise subject to liability under these Sections.
|
|
** | Previously Filed |
IMPRIMIS PHARMACEUTICALS, INC. | |||
By:
|
/s/ Mark L. Baum
|
||
Date: October 26, 2012
|
Mark L. Baum, Chief Executive Officer
(Principal Executive Officer)
|
SIGNATURE
|
TITLE
|
DATE
|
|||
/s/ Mark L. Baum
|
Chief Executive Officer and Director
|
October 26,
2012
|
|||
Mark L. Baum, Esq.
|
( Principal Executive Officer ) | ||||
/s/ Andrew R. Boll
|
Vice President of Accounting and Public Reporting
|
October 26,
2012
|
|||
Andrew R. Boll
|
( Principal Accounting & Financial Officer ) | ||||
/s/ Jeffrey J. Abrams*
|
Director
|
October 26,
2012
|
|||
Jeffrey J. Abrams, M.D.
|
|||||
/s/ Paul Finnegan*
|
Director
|
October 26,
2012
|
|||
Paul Finnegan, M.D., M.B.A.
|
|||||
/s/ Robert J. Kammer*
|
Chairman of the Board of Directors
|
October 26,
2012
|
|||
Robert J. Kammer, D.D.S.
|
|||||
*By: | /s/ Mark L. Baum | ||||
Mark L. Baum | |||||
Attorney-in-Fact |
Exhibit No.
|
Description
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|
1.1
*
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Form of Underwriting Agreement
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|
2.1
|
Agreement and Plan of Merger, dated as of September 17, 2007, by and among Transdel Pharmaceuticals, Inc., Transdel Pharmaceuticals Holdings, Inc. and Trans-Pharma Acquisition Corp. Incorporation (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
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3.1
|
Amended and Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission September 13, 2007)
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|
3.2
|
Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission September 13, 2007)
|
|
3.3
|
Certificate of Designation of Series A Convertible Preferred Stock of Transdel Pharmaceuticals, Inc. (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
3.4
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
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5.1**
|
Opinion of Morrison & Foerster LLP
|
|
10.1
|
Form of Warrant to purchase Common Stock (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
|
|
10.2
|
Form of Directors and Officers Indemnification Agreement (incorporated herein by reference to Exhibit 10.8 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
|
|
10.3#
|
Transdel Pharmaceuticals, Inc. 2007 Incentive Stock and Awards Plan (incorporated herein by reference to Exhibit 10.11 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
|
|
10.4#
|
Transdel Pharmaceuticals, Inc. 2007 Incentive Stock and Awards Plan — Amendment No. 1 (incorporated herein by reference to Exhibit A to the Definitive Proxy Statement on Schedule 14A of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on October 1, 2008)
|
|
10.5#
|
Amendment No. 2 to Transdel Pharmaceuticals, Inc. 2007 Incentive Stock and Awards Plan (incorporated herein by reference to Annex B to the Information Statement on Schedule 14C of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on February 6, 2012)
|
|
10.6#**
|
Amendment No. 3 to Imprimis Pharmaceuticals, Inc. 2007 Incentive Stock and Awards Plan
|
|
10.7#
|
Form of 2007 Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.12 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
|
|
10.8#
|
Form of 2007 Non-Qualified Stock Option Agreement (incorporated herein by reference to Exhibit 10.13 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on September 21, 2007)
|
|
10.9
|
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations, dated as of September 17, 2007, by and between Transdel Pharmaceuticals, Inc. and Bywater Resources Holdings Inc. (incorporated herein by reference to Exhibit 10.15 to the Registration Statement on Form SB-2 of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 7, 2007)
|
|
10.10
|
Research and Development Services Agreement, dated as of October 11, 2007, by and between DPT Laboratories, Ltd. And Transdel Pharmaceuticals Holdings, Inc. (incorporated herein by reference to Exhibit 10.17 to the Registration Statement on Form SB-2 of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 7, 2007) (portions of this exhibit have been omitted pursuant to a request for confidential treatment)
|
|
10.11
|
Project Scope Document, effective as of May 30, 2007, by and between DPT Laboratories, Ltd. and Transdel Pharmaceuticals Holdings, Inc. (incorporated herein by reference to Exhibit 10.18 to the Registration Statement on Form SB-2 of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 27, 2007) (portions of this exhibit have been omitted pursuant to a request for confidential treatment)
|
|
10.12
|
Form of Warrant to purchase Common Stock (incorporated herein by reference to Exhibit 10.2 the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on May 15, 2008).
|
10.13#
|
Employment Agreement, dated as of October 18, 2010, between Transdel Pharmaceuticals, Inc. and John Bonfiglio, Ph.D.
(incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on November 14, 2010)
|
|
10.14#
|
Nonqualified Stock Option Agreement, dated as of October 20, 2010, between Transdel Pharmaceuticals, Inc., and Dr. John Bonfiglio (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on November 14, 2010)
|
|
10.15#
|
Restricted Stock Agreement, dated as of October 20, 2010, between Transdel Pharmaceuticals, Inc., and Dr. John Bonfiglio (incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on November 14, 2010)
|
|
10.16
|
Form of Senior Convertible Note Purchase Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on April 8, 2011)
|
|
10.17
|
Form of Senior Convertible Promissory Note (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on April 8, 2011)
|
|
10.18
|
Asset Purchase Agreement, dated as of June 23, 2011, by and among Transdel Pharmaceuticals, Inc. and Cardium Healthcare, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on June 26, 2011)
|
|
10.19
|
Secured Line of Credit Letter Agreement, dated November 21, 2011 and effective as of December 9, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
10.20
|
Security Agreement, dated as of December 9, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
10.21
|
Intellectual Property Security Agreement, dated as of December 9, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC. (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
10.22
|
Securities Purchase Agreement, dated November 21, 2011 and effective as of December 9, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC. (incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
10.23**
|
First Amendment to Securities Purchase Agreement, effective as of December 31, 2011, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC
|
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10.24
|
Mutual General Release Agreement, dated as of December 13, 2011, by and between Transdel Pharmaceuticals, Inc. and the other signatories thereto. (incorporated herein by reference to Exhibit 10.4 to the Current Report on Form 8-K of Transdel Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on December 20, 2011)
|
|
10.25
|
Waiver and Settlement Agreement, effective as of January 25, 2012, by and between Transdel Pharmaceuticals, Inc. and DermaStar International, LLC (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
|
10.26
|
Waiver and Settlement Agreement, effective as of January 25, 2012, by and between Transdel Pharmaceuticals, Inc. and Alexej Ladonnikov (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
|
10.27#
|
Employment Agreement, effective as of January as of 1, 2012, by and between Transdel Pharmaceuticals, Inc. and Balbir Brar, D.V.M., Ph.D. (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
|
10.28#
|
Employment Agreement, effective as of February 1, 2012, by and between Transdel Pharmaceuticals, Inc. and Andrew Boll (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
10.29#
|
Employment Agreement, effective as of February 15, 2012, by and between Transdel Pharmaceuticals, Inc. and Joachim Schupp, M.D. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
|
10.30#**
|
Amended and Restated Employment Agreement, dated July 24, 2012, by and between Imprimis Pharmaceuticals, Inc. and Mark L. Baum, Esq.
|
|
10.31#
|
Advisory Agreement, effective as of April 1, 2012, by and between Imprimis Pharmaceuticals, Inc. and Dr. Robert Kammer (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on 8-K filed with the Securities and Exchange Commission on April 27, 2012)
|
|
10.32#**
|
Amendment to Advisory Agreement, dated July
24
, 2012, by and between Imprimis Pharmaceuticals, Inc. and Dr. Robert Kammer (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on 8-K filed with the Securities and Exchange Commission on July 24, 2012)
|
|
10.33#
|
Senior Advisory Agreement, effective as of January 17, 2012, by and between Transdel Pharmaceuticals, Inc. and Paul Finnegan, M.D. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on 10-Q filed with the Securities and Exchange Commission on May 10, 2012)
|
|
10.34#**
|
Termination Agreement, effective as of May 9, 2012, by and between Imprimis Pharmaceuticals, Inc. and Paul Finnegan, M.D.
|
|
10.35
|
Promissory Note Conversion Agreement, dated as of April 20, 2012, by and between Imprimis Pharmaceuticals, Inc. and DermaStar International, LLC (incorporated herein by reference to the Current Report on Form 8-K of Imprimis Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on April 27, 2012)
|
|
10.36
|
Securities Purchase Agreement, dated as of April 20, 2012, by and between Imprimis Pharmaceuticals, Inc. and the investors signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K filed with the Securities and Exchange Commission on April 27, 2012)
|
|
10.37
|
Form of Warrant dated as of April 25, 2012 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on 8-K filed with the Securities and Exchange Commission on April 27, 2012)
|
|
10.39**
|
Conversion Agreement, dated June 29, 2012, by and between Imprimis Pharmaceuticals, Inc. and DermaStar International, LLC
|
|
10.40#**
|
Stand-alone Restricted Stock Unit Agreement, dated July 18, 2012, granted by Imprimis Pharmaceuticals, Inc. to Mark L. Baum
|
|
10.41#** |
Stand-alone Restricted Stock Unit Agreement, dated July 18, 2012, granted by Imprimis Pharmaceuticals, Inc. to Robert J. Kammer
|
|
10.42 |
License Agreement, dated as of August 30, 2012, by and between Imprimis Pharmaceuticals, Inc. and Professional Compounding Centers of America, Inc. (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of Imprimis Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on August 31, 2012)
|
|
10.43 |
Stock Purchase Agreement, dated as of August 30, 2012, by and between Imprimis Pharmaceuticals, Inc. and Professional Compounding Centers of America, Inc. (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K of Imprimis Pharmaceuticals, Inc. filed with the Securities and Exchange Commission on August 31, 2012)
|
|
10.44 * |
Form of Underwriter’s Warrant
|
|
23.1*
|
Consent of KMJ Corbin & Company LLP
|
|
23.2**
|
Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
|
|
24.1**
|
Power of Attorney (contained on the signature page)
|
101.INS++**
|
XBRL Instant 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
|
†
|
To be filed by amendment.
|
|
*
|
Filed herewith
|
|
#
|
Management contract or compensatory plan or arrangement.
|
|
++
|
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not otherwise subject to liability under these Sections.
|
|
** | Previously filed |
Very truly yours,
IMPRIMIS PHARMACEUTICALS, INC.
By:_________________________________
Name:___________________________
Title:____________________________
|
|
Accepted on the date first above written.
MDB CAPITAL GROUP, LLC
By:________________________________
Name:___________________________
Title: ___________________________
|
(i)
|
in the form of Common Stock owned by the Holder (based on the Fair Market Value (as defined below) of such Common Stock on the date of exercise);
|
(ii)
|
in the form of Warrant Shares withheld by the Company from the Warrant Shares otherwise to be received upon exercise of this Warrant having an aggregate Fair Market Value on the date of exercise equal to the aggregate Exercise Price of the Warrant Shares being purchased by the Holder; or
|
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(iii)
|
by a combination of the foregoing, provided that the combined value of all cash and the Fair Market Value of any shares surrendered to the Company is at least equal to the aggregate Exercise Price for the number of Warrant Shares being purchased by the Holder.
|
IMPRIMIS PHARMACEUTICALS, INC.
By:_________________________________
Name:___________________________
Title:____________________________
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_________________________________________________________________________________________________ |
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