x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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82-0429727
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Page
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PART I FINANCIAL INFORMATION
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Item 1.
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Financial Statements:
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3
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|||
4
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|||
5
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|||
7
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|||
Item 2.
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13
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Item 3.
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19
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Item 4.
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19
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PART II OTHER INFORMATION
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Item 1.
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19
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||
Item 1A.
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20
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Item 2.
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20
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Item 3.
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20
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Item 4.
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20
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Item 5.
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20
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Item 6.
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21
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Signatures
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Three Months Ended
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Nine Months Ended
|
|||||||||||||||
December 31,
2012 |
December 31,
2011 |
December 31,
2012 |
December 31,
2011 |
|||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||
REVENUE
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
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541,962
|
807,161
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1,589,070
|
2,295,976
|
||||||||||||
RESEARCH AND DEVELOPMENT
|
205,867
|
181,500
|
734,627
|
1,385,969
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||||||||||||
Loss from Operations
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(747,829)
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|
(988,661
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)
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(2,323,697
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)
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(3,681,945
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)
|
||||||||
OTHER INCOME (EXPENSE)
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||||||||||||||||
Interest Expense
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(845,098)
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(2,613
|
)
|
(1,719,393
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)
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(32,672
|
)
|
||||||||
Gain on Sale of Asset
|
—
|
—
|
—
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5,297
|
||||||||||||
Change in Fair Value Derivative Liability
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(16,727
|
) |
—
|
(93,763
|
) |
—
|
||||||||||
Change in Fair Value of Conversion Feature
Liability
|
(364,346
|
) |
—
|
(1,421,019
|
) |
—
|
||||||||||
Total Other Income (Expense)
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(1,226,171)
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(2,613)
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(3,234,175
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)
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(27,375
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)
|
||||||||||
Net (Loss)
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$
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(1,974,000)
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|
$
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(991,274)
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|
$
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(5,557,872)
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|
$
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(3,709,320)
|
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||||
Basic and Diluted (Loss) Per Share
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$
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(0.02)
|
$
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(0.01)
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|
$
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(0.06)
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|
$
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(0.04)
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|||||
Basic and Diluted Weighted Average Shares
Outstanding
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98,777,186
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91,885,620
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98,082,335
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87,830,451
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Nine Months Ended December 31,
|
||||||||
2012
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2011
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|||||||
(Unaudited)
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(Unaudited)
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||
Net (Loss)
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$
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(5,557,872
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)
|
$
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(3,709,320
|
)
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||
Adjustments to Reconcile Net (Loss) to Net
|
||||||||
Cash (Used in) Operating Activities:
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||||||||
Stock Issued for Interest
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73,342
|
621
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||||||
Vesting of Options for Compensation
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113,923
|
134,558
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||||||
Change in Derivative Liability Fair Value
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93,763
|
—
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||||||
Change in Conversion Feature Liability Fair Value
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1,421,019
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—
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||||||
Amortization of Discount on Notes Payable
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586,248
|
—
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||||||
Amortization of Debt Issuance Cost
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906,909
|
—
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||||||
Amortization of Stock Issued for Services
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—
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293,876
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||||||
Sales Returns Reserve Adjustment
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—
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(58,149
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)
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|||||
Write-down of Discontinued Operations Receivable
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—
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70,000
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||||||
Change in Assets and Liabilities:
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||||||||
(Increase) Decrease in:
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||||||||
Prepaid Expenses and Other Current Assets
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(1,782
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)
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(35,320
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)
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Increase (Decrease) in:
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||||||||
Accounts Payable
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(79,125
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)
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462,836
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|||||
Accrued Other Expenses
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(98,121
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)
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141,402
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|||||
Net Cash (Used in) Operating Activities
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(2,541,696
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)
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(2,699,496
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)
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CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||
Cash Received from Sale of Common Stock
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—
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1,800,000
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||||||
Issuance of Note Payable
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3,099,800
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—
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||||||
Payment of Notes Payable
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(539,800
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)
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(345,000
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)
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(Payment of) Proceeds from Notes Payable to Related Parties
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(24,400
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)
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7,200
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|||||
Net Cash Provided by Financing Activities
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2,535,600
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1,462,200
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||||||
(Decrease) in Cash
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(6,096)
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(1,237,296
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)
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|||||
Cash:
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||||||||
Beginning
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7,519
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1,238,898
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||||||
Ending
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$
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1,423
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$
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1,602
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Nine Months Ended December 31,
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||||||||
2012
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2011
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|||||||
(Unaudited)
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(Unaudited)
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|||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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||||||||
Cash Paid for Interest
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$
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113,694
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$
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33,859
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||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND
INVESTING ACTIVITIES
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||||||||
Common Stock issued for Warrant Conversions
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$
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41
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$
|
—
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||||
Common Stock issued for Debt Issuance Cost
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$
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1,592,000
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$
|
—
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Note Payable Discounts from Derivative and Convertible Feature Liabilities
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$
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539,764
|
$
|
—
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||||
Additional Paid-Capital from Notes Payable Discount
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$
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347,272
|
$
|
—
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Note Payable Converted to Common Stock
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$
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1,000,000
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$
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818,000
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||||
Common Stock Issued for Interest
|
$
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73,342
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$
|
621
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||||
Stock Based Compensation Expense
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$
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113,923
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$
|
134,558
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||||
Warrants Issued for Prepaid Services
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$
|
—
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$
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21,000
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||||
Common Stock Issued for Prepaid Services
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$
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71,000
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$
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60,000
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||||
Additional Paid- In Capital resulting from reduction in derivative and conversion feature liabilities |
$
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1,840,000 |
$
|
— |
Level 1:
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Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
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Level 2:
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Observable inputs other that Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in inactive markets; or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data.
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Level 3:
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Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
|
Convertible Feature
|
||||||||||||
Derivative Liability
|
Liability
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Total
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||||||||||
Balance, April 1, 2012
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$
|
0
|
$
|
0
|
$
|
0
|
||||||
Fair Value at Issuance
|
82,709
|
457,055
|
539,764
|
|||||||||
Net Change in Fair Value
|
(28,600
|
)
|
1,735,309
|
1,706,709
|
||||||||
Balance, June 30, 2012
|
|
54,109
|
|
2,192,364
|
|
2,246,473
|
||||||
Net Change in Fair Value
|
105,636
|
(678,636
|
)
|
(573,000
|
)
|
|||||||
Balance, September 30, 2012 | 159,745 | 1,513,728 | 1,673,473 | |||||||||
Net Change in Fair Value
|
|
16,727
|
|
364,346
|
|
381,073
|
||||||
Conversion of Debt | (155,109 | ) | (1,684,891 | ) | (1,840,000 | ) | ||||||
Balance December 31, 2012
|
$
|
21,363
|
$
|
193,183
|
$
|
214,546
|
Number of
Stock Options |
Weighted Average
Remaining Contractual Life |
Weighted
Average Exercise Price |
Number of
Stock Options Vested |
|||||||
Non-Plan Stock Options
|
100,714
|
.85 Years
|
$
|
41.27
|
100,714
|
|||||
2009 Equity Incentive Plan
|
5,335,398
|
7.97 Years
|
$
|
0.25
|
4,241,056
|
Warrants
|
1,804,645
|
|||
Non-Plan Stock Options
|
100,714
|
|||
2009 Equity Incentive Plan
|
18,063,613
|
|||
Total Shares Reserved
|
19,968,972
|
10.1(1)
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10.2(1)
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ADAMIS PHARMACEUTICALS, INC.
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Date: February 19, 2013
|
By:
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/s/ Dennis J. Carlo
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Dennis J. Carlo
|
||
Chief Executive Officer
|
||
Date: February 19, 2013
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By:
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/s/ Robert O. Hopkins
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Robert O. Hopkins
|
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Vice President, Finance and Chief
Financial Officer
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Issue Price:
|
499,800.00
|
|
Principal Amount:
|
$588,000.00
|
October 25, 2012
|
BORROWER:
|
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ADAMIS PHARMACEUTICALS CORPORATION
|
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By:
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/s/ Dennis J. Carlo
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Dennis J. Carlo
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Chief Executive Officer
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Address:
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11455 El Camino Real, Suite 301
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San Diego, CA 92130
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Date:
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October 25, 2012
|
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LENDER:
|
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THE G-MAX TRUST
|
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By:
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/s/ Christoph Boo
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|
Christoph Boo
|
||
Date:
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October 25, 2012
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Principal Amount: $600,000
|
December 31, 2012
|
By:
|
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Dennis J. Carlo
|
||
Chief Executive Officer
|
By:
|
||
Robert Noel Robinson |
1.
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I have reviewed this quarterly report on Form 10- Q of Adamis Pharmaceuticals Corporation;
|
|
2.
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Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|
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3.
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Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and (15d-15(e)) for the registrant and we have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; and
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting disclosure to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 19, 2013
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By:
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/s/ Dennis J. Carlo
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Dennis J. Carlo
|
||
Chief Executive Officer
|
1.
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I have reviewed this quarterly report on Form 10-Q of Adamis Pharmaceuticals Corporation;
|
|
2.
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Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|
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3.
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Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and (15d-15(e)) for the registrant and we have:
|
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; and
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting disclosure to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
|
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors:
|
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial data; and
|
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: February 19, 2013
|
By:
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/s/ Robert O. Hopkins
|
Robert O. Hopkins
|
||
Vice President, Finance and Chief Financial Officer
|
(1)
|
the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 19, 2013
|
By:
|
/s/ Dennis J. Carlo
|
Dennis J. Carlo
|
||
Chief Executive Officer
|
(1)
|
the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 19, 2013
|
By:
|
/s/ Robert O. Hopkins
|
Robert O. Hopkins
|
||
Vice President, Finance and Chief Financial Officer
|