☐
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For the transition
period from to .
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Delaware
|
94-1620407
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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 ☐
|
Accelerated
filer ☐
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Non-accelerated
filer ◻ (Do not check if a smaller reporting
company)
|
Smaller reporting
company ☑
|
PART
I FINANCIAL INFORMATION
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Page
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1
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2
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3
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4
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18
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22
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22
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PART
II OTHER INFORMATION
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23
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23
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23
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23
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23
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23
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24
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25
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March
31,
2016
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December
31,
2015
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ASSETS
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(unaudited)
|
|
|
|
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Current
Assets:
|
|
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|
|
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Cash and cash
equivalents
|
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$
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30,000
|
|
|
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47,000
|
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Prepaid
expenses
|
|
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2,000
|
|
|
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2,000
|
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Total Current
Assets
|
|
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32,000
|
|
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49,000
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Fixed assets,
net
|
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5,000
|
|
|
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5,000
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Total Other
Assets
|
|
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5,000
|
|
|
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5,000
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TOTAL
ASSETS
|
|
$
|
37,000
|
|
|
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54,000
|
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LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|
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Current
Liabilities:
|
|
|
|
|
|
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Accounts
payable
|
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$
|
1,538,000
|
|
|
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893,000
|
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Accrued
interest
|
|
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2,755,000
|
|
|
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2,391,000
|
|
Accrued
expenses
|
|
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589,000
|
|
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4,326,000
|
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Line of
credit
|
|
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31,000
|
|
|
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31,000
|
|
Warrant
liability
|
|
|
4,795,000
|
|
|
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33,266,000
|
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Settlement note
payable
|
|
|
691,000
|
|
|
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691,000
|
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Demand notes
payable
|
|
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452,000
|
|
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452,000
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Convertible
debentures, net of discount of $1,682,000 and $900,000, current
portion
|
|
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7,813,000
|
|
|
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6,820,000
|
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Convertible
debentures
|
|
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1,039,000
|
|
|
|
1,039,000
|
|
Total Current
Liabilities
|
|
|
19,703,000
|
|
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49,909,000
|
|
|
|
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Long term
liabilities:
|
|
|
|
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Convertible
debentures, net of discount of $1,097,000 and
$2,536,000
|
|
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553,000
|
|
|
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714,000
|
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Total long term
liabilities
|
|
|
553,000
|
|
|
|
714,000
|
|
Total
liabilities
|
|
|
20,256,000
|
|
|
|
50,623,000
|
|
|
|
|
|
|
|
|
|
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Stockholders’
Deficit:
|
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|
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|
|
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Convertible
preferred stock - $0.001 par value; 15,000,000 shares
authorized:
|
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Series C - 96,230
and 96,230 shares issued and outstanding at March 31, 2016 and
December 31, 2015, respectively
|
|
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1,000
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1,000
|
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Series H –
25,000 and 25,000 shares issued and outstanding at March 31, 2016
and December 31, 2015, respectively
|
|
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—
|
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—
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Series I –
1,666,667 shares issued and outstanding at March 31, 2016 and
December 31, 2015, respectively
|
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2,000
|
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2,000
|
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Common stock -
$0.001 par value; 150,000,000 shares authorized; and 21,693,221
and 2,400,000 shares issued and outstanding at March 31,
2016 and December 31, 2015, respectively
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22,000
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2,000
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Additional paid-in
capital
|
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99,659,000
|
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84,012,000
|
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Accumulated
deficit
|
|
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(119,734,000
|
)
|
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(134,417,000
|
)
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Noncontrolling
interest
|
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(169,000
|
)
|
|
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(169,000
|
)
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Total
Stockholders’ Deficit
|
|
|
(20,219,000
|
)
|
|
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(50,569,000
|
)
|
TOTAL LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|
$
|
37,000
|
|
|
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54,000
|
|
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|
March
31,
|
|
|||||
|
|
2016
|
|
|
2015
|
|
||
|
|
(unaudited)
(As
restated)
|
|
|
(unaudited)
|
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Revenue:
|
|
|
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|
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License
revenues
|
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$
|
-
|
|
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$
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7,000
|
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TOTAL
REVENUE
|
|
|
0
|
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7,000
|
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Cost of License
Revenue
|
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|
-
|
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-
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Gross
profit
|
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|
0
|
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7,000
|
|
Operating
Expenses:
|
|
|
|
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|
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Research and
development
|
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225,000
|
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250,000
|
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Selling, general
and administrative
|
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3,676,000
|
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1,568,000
|
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Total operating
expenses
|
|
|
3,901,000
|
|
|
|
1,818,000
|
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Loss from
Operations
|
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|
(3,901,000
|
)
|
|
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(1,811,000
|
)
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Other income
(expense)
|
|
|
|
|
|
|
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Change in value of
warrant and derivative liabilities
|
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20,231,000
|
|
|
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(11,266,000
|
)
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Interest
expense/income
|
|
|
(1,646,000
|
)
|
|
|
(7,439,000
|
)
|
Total Other Income
(Expense)
|
|
|
18,585,000
|
|
|
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(18,705,000
|
)
|
Income/(loss)
before minority interest and provision for income
taxes
|
|
|
14,684,000
|
|
|
|
(20,516,000
|
)
|
Less: Net
income/(loss) attributable to the noncontrolling
interests
|
|
|
-
|
|
|
|
-
|
|
Income/(loss)
before provision for income taxes
|
|
|
14,684,000
|
|
|
|
(20,516,000
|
)
|
Provision for
income taxes
|
|
|
-
|
|
|
|
-
|
|
Net
income/(loss)
|
|
|
14,684,000
|
|
|
|
(20,516,000
|
)
|
Income/(loss) per
share
|
|
|
|
|
|
|
|
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Basic
|
|
$
|
0.84
|
|
|
$
|
(8.61
|
)
|
Diluted
|
|
$
|
0.84
|
|
|
$
|
(8.61
|
)
|
|
|
|
|
|
|
|
|
|
Weighted Average
Shares Outstanding – basic and diluted
|
|
|
|
|
|
|
|
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Basic
|
|
|
17,415,189
|
|
|
|
2,381,779
|
|
Diluted
|
|
|
17,415,189
|
|
|
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2,381,779
|
|
|
|
2016
|
|
|
2015
|
|
||
|
|
(unaudited)
(As
restated)
|
|
|
(unaudited)
|
|
||
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||
Net
income/(loss)
|
|
$
|
14,684,000
|
|
|
$
|
(20,516,000
|
)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
-
|
|
|
|
1,000
|
|
Stock compensation
expense for options and warrants issued to employees and
non-employees
|
|
|
3,124,000
|
|
|
|
163,000
|
|
Amortization of
debt discounts
|
|
|
807,000
|
|
|
|
399,000
|
|
Non-cash interest
expense
|
|
|
473,000
|
|
|
|
6,881,000
|
|
Change in value of
warrant and derivative liabilities
|
|
|
(20,231,000
|
)
|
|
|
11,266,000
|
|
Changes in
operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Other
assets
|
|
|
-
|
|
|
|
25,000
|
|
Accounts payable
and accrued liabilities
|
|
|
976,000
|
|
|
|
(6,000
|
)
|
Net cash used in
operating activities
|
|
|
(167,000
|
)
|
|
|
(1,787,000
|
)
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from notes
payable
|
|
|
150,000
|
|
|
|
2,350,000
|
|
Repayment of note
payable
|
|
|
-
|
|
|
|
-
|
|
Net cash provided
by financing activities
|
|
|
150,000
|
|
|
|
2,350,000
|
|
Minority
interest
|
|
|
-
|
|
|
|
-
|
|
NET INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
(17,000
|
)
|
|
|
563,000
|
|
CASH AND CASH
EQUIVALENTS - Beginning of period
|
|
|
47,000
|
|
|
|
855,000
|
|
CASH AND CASH
EQUIVALENTS - End of period
|
|
$
|
30,000
|
|
|
$
|
1,418,000
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures:
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$
|
-
|
|
|
$
|
-
|
|
Income taxes
paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures:
|
|
|
|
|
|
|
|
|
Issuance of common
stock for interest expense
|
|
$
|
20,000
|
|
|
$
|
116,000
|
|
Description
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Assets
|
|
|
|
|
|
|
|
|
|
|||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant
liability
|
|
|
—
|
|
|
|
4,795,000
|
|
|
|
—
|
|
|
|
Options
Outstanding
|
|
|
Weighted
Average Exercise Price
|
|
||
Outstanding as of
December 31, 2015
|
|
|
374,800
|
|
|
$
|
4.88
|
|
Granted
|
|
|
-
|
|
|
|
-
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
-
|
|
|
|
-
|
|
Outstanding as of
March 31, 2016
|
|
|
374,800
|
|
|
$
|
4.88
|
|
|
|
Warrants
Outstanding
|
|
|
Weighted
Average Exercise Price
|
|
||
Outstanding as of
December 31, 2015
|
|
|
12,525,721
|
|
|
$
|
1.25
|
|
Granted
|
|
|
668,800
|
|
|
|
1.25
|
|
Forfeited
|
|
|
-
|
|
|
|
-
|
|
Exercised
|
|
|
(12,427,040)
|
|
|
|
1.25
|
|
Outstanding as of
March 31, 2016
|
|
|
767,481
|
|
|
$
|
1.25
|
|
Liabilities and Stockholders:
|
As previously
reported
|
Effects of
restatement/
reclassification
|
Restated
|
|
|
|
|
Change in value of
warrants and derivative liabilities
|
$ 31,496,000
|
$ 20,231,000
|
$ (11,265,000)
|
Net
income
|
$ 25,949,000
|
$ 14,684,000
|
$ (11,265,000)
|
Income per share
– basic and diluted
|
$ 1.49
|
$ 0.84
|
$ (0.65)
|
|
●
|
Pertain to the
maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of
the company;
|
|
●
|
Provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with
authorizations of management and directors of the company;
and
|
|
●
|
Provide reasonable
assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the company’s assets that
could have a material effect on the financial
statements.
|
Exhibit Number
|
|
Description
of Exhibit
|
|
|
|
|
Certification of
Principal Executive Officer pursuant to Rule 13a-14 and Rule
15d-14(a), promulgated under the Securities and Exchange Act of
1934, as amended.
|
|
|
Certification of
Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d
14(a), promulgated under the Securities and Exchange Act of 1934,
as amended.
|
|
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer).
|
|
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer).
|
|
101.INS
|
|
XBRL Instance
Document
|
101.SCH
|
|
XBRL Taxonomy
Extension Schema
|
101.CAL
|
|
XBRL Taxonomy
Extension Calculation Linkbase
|
101.DEF
|
|
XBRL Taxonomy
Extension Definition Linkbase
|
101.LAB
|
|
XBRL Taxonomy
Extension Label Linkbase
|
101.PRE
|
|
XBRL Extension
Presentation Linkbase
|
|
GT Biopharma,
Inc.
|
|
|
|
|
|
|
Dated: February 28,
2018
|
By:
|
/s/ Shawn
Cross
|
|
|
|
Shawn
Cross
|
|
|
|
Chief Executive
Officer and Chairman of the Board
|
|
Name
|
|
Position
|
|
Date
|
|
|
|
|
|
/s/ Shawn
Cross
|
|
Chief Executive
Officer and Chairman of the Board
|
|
February 28,
2018
|
Shawn Cross |
|
|
|
|
|
|
|
|
|
/s/ Steven
Weldon
|
|
Chief Financial
Officer (Principal Financial Officer), and
Director
|
|
February 28,
2018
|
Steven Weldon |
|
|
|
|
|
|
|
|
|
/s/ Dr. Kathleen
Clarence-Smith
|
|
Vice Chairwoman and
Director
|
|
February 28,
2018
|
Dr. Kathleen Clarence-Smith |
|
|
|
|
|
|
|
|
|
/s/Anthony J.
Cataldo
|
|
Director
|
|
February 28,
2018
|
Anthony J. Cataldo |
|
|
|
|
|
|
|
|
|
/s/ Geoffrey
Davis
|
|
Director
|
|
February 28,
2018
|
Geoffrey Davis |
|
|
|
|
|
1.
|
I have
reviewed this report on Form 10-Q/A of GT Biopharma,
Inc.;
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
|
4.
|
I am
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the
registrant and have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
|
|
5.
|
I have
disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons
performing the equivalent functions):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
|
|||||
|
|
||||||
Date:
February 28, 2018
|
By:
|
/s/
Shawn Cross
|
|
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||
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Name:
Shawn Cross
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|
|
|
||
|
|
Title:
Chief Executive Officer and Chairman of the Board (Principal
Executive Officer)
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1.
|
I have
reviewed this report on Form 10-Q/A of GT Biopharma,
Inc.;
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|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the
period covered by this report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in
this report;
|
|
4.
|
I am
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the
registrant and have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this report is being prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
|
|
5.
|
I have
disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons
performing the equivalent functions):
|
|
a)
|
all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
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||||||
Date:
February 28, 2018
|
By:
|
/s/
Steven Weldon
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|
|
|
||
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Name:
Steven Weldon
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|
|
|
||
|
|
Title:
Chief Financial Officer and Director (Principal Financial
Officer)
|
|
|
|
|
|
|
|
|
|
|
|
Date:
February 28, 2018
|
By:
|
/s/ Shawn
Cross
|
|
|
|
Name:
Shawn Cross
|
|
|
|
Title:
Chief Executive Officer and Chairman of the Board (Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
Date:
February 28, 2018
|
By:
|
/s/
Steven Weldon
|
|
|
|
Name:
Steven Weldon
|
|
|
|
Title:
Chief Financial Officer and Director (Principal Financial
Officer)
|
|
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
May 13, 2016 |
|
Document And Entity Information | ||
Entity Registrant Name | GT Biopharma, Inc. | |
Entity Central Index Key | 0000109657 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | true | |
Amendment Description | GT Biopharma, Inc., formerly known as Oxis International, Inc, (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for its quarter ended March 31, 2016, as filed with the Securities and Exchange Commission on May 13, 2016 (the “Original March 2016 Form 10-Q”), primarily to correct an error related to the non-cash calculation of warranty liabilities.
Actual Changes in the Original March 2016 Form 10-Q. The actual changes in the Original March 2016 Form 10-Q included in this Amendment No. 1 are amendments to: (a) amended and restated Consolidated Statement of Operations for the three months ended March 31, 2016, (b) amended and restated Consolidated Statement of Cash Flows for the three months ended March 31, 2016, and (c) the addition of Note 7.
Notwithstanding that there are no changes in most of the Notes to the Consolidated Financial Statements included in this Amendment No. 1, a complete Form 10-Q document including a complete set of the Consolidated Financial Statements (together with all of the Notes from the Original March 2016 10-Q) has been included in this Amendment No. 1, for convenient reference.
In addition, see additional amended filings of the Company for relevant subsequent events.
|
|
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,431,221 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2016 |
Consolidated Balance Sheets (Parenthetical) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Current Liabilities: | ||
Convertible debentures, discount | $ 1,682,000 | $ 900,000 |
Stockholders' Deficit: | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, Authorized | 15,000,000 | 15,000,000 |
Series C - Preferred stock, issued shares | 96,230 | 96,230 |
Series C - Preferred stock, outstanding shares | 96,230 | 96,230 |
Series H - Preferred stock, issued shares | 25,000 | 25,000 |
Series H - Preferred stock, outstanding shares | 25,000 | 25,000 |
Series I - Preferred stock, issued shares | 1,666,667 | 1,666,667 |
Series I - Preferred stock, outstanding shares | 1,666,667 | 1,666,667 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, Authorized | 600,000,000 | 600,000,000 |
Common stock, Issued | 21,693,221 | 2,400,000 |
Common stock, outstanding | 21,693,221 | 2,400,000 |
Note 1 - The Company and Summary of Significant Accounting Policies |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 1 - The Company and Summary of Significant Accounting Policies | OXIS International, Inc. (collectively, OXIS or the Company) is engaged in discovering, developing and commercializing novel therapeutics from our proprietary product platform in a broad range of disease areas. Currently, OXIS develops innovative drugs focused on the treatment of cancer. OXIS' lead drug candidate, OXS-2175, is a small molecule therapeutic candidate targeting the treatment of triple-negative breast cancer. In in vitro and in vivo models of TNBC, OXS-2175 demonstrated the ability to inhibit metastasis. OXIS' lead drug candidate, OXS-4235, also a small molecule therapeutic candidate, targets the treatment of multiple myeloma and associated osteolytic lesions. In in vitro and in vivo models of multiple myeloma, OXS-4235 demonstrated the ability to kill multiple myeloma cells, and decrease osteolytic lesions in bone. OXIS' lead drug candidate, OXS-1550, is a bispecific scFv recombinant fusion protein-drug conjugate composed of the variable regions of the heavy and light chains of anti-CD19 and anti-CD22 antibodies and a modified form of diphtheria toxin as its cytotoxic drug payload. OXS-1550 has demonstrated success in early human clinical trials in patients with relapsed/refractory B-cell lymphoma or leukemia.
In 1965, the corporate predecessor of OXIS, Diagnostic Data, Inc. was incorporated in the State of California. Diagnostic Data changed its incorporation to the State of Delaware in 1972; and changed its name to DDI Pharmaceuticals, Inc. in 1985. In 1994, DDI Pharmaceuticals merged with International BioClinical, Inc. and Bioxytech S.A. and changed its name to OXIS International, Inc.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP) and the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and disclosures required by U.S. GAAP for complete consolidated financial statements have been condensed or omitted herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2015. The unaudited interim condensed consolidated financial information presented herein reflects all normal adjustments that are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The Company is responsible for the unaudited interim consolidated financial statements included in this report. The results of operations of any interim period are not necessarily indicative of the results for the full year.
Going Concern
As shown in the accompanying consolidated financial statements, the Company has incurred an accumulated deficit of $119,734,000 through March 31, 2016. On a consolidated basis, the Company had cash and cash equivalents of $30,000 at March 31, 2016. The Company's plan is to raise additional capital until such time that the Company generates sufficient revenues to cover its cash flow needs and/or it achieves profitability. However, the Company cannot assure that it will accomplish this task and there are many factors that may prevent the Company from reaching its goal of profitability.
The current rate of cash usage raises substantial doubt about the Companys ability to continue as a going concern, absent any sources of significant cash flows. In an effort to mitigate this near-term concern the Company intends to seek additional equity or debt financing to obtain sufficient funds to sustain operations. However, the Company cannot provide assurance that it will successfully obtain equity or debt or other financing, if any, sufficient to finance its goals or that the Company will generate future product related revenues. The Companys financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue in existence.
Basis of Consolidation and Comprehensive Income
The accompanying consolidated financial statements include the accounts of OXIS International, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. The Company's financial statements are prepared using the accrual method of accounting.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Concentrations of Credit Risk
The Company's cash and cash equivalents, marketable securities and accounts receivable are monitored for exposure to concentrations of credit risk. The Company maintains substantially all of its cash balances in a limited number of financial institutions. The balances are each insured by the Federal Deposit Insurance Corporation up to $250,000. The Company does not have balances in excess of this limit at March 31, 2016.
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, inventory, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of debt is based upon current interest rates for debt instruments with comparable maturities and characteristics and approximates the carrying amount.
Stock Based Compensation to Other than Employees
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.
Impairment of Long Lived Assets
The Company's long-lived assets currently consist of capitalized patents The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If any of the Company's long-lived assets are considered to be impaired, the amount of impairment to be recognized is equal to the excess of the carrying amount of the assets over the fair value of the assets.
Income Taxes
The Company accounts for income taxes using the asset and liability approach, whereby deferred income tax assets and liabilities are recognized for the estimated future tax effects, based on current enacted tax laws, of temporary differences between financial and tax reporting for current and prior periods. Deferred tax assets are reduced, if necessary, by a valuation allowance if the corresponding future tax benefits may not be realized.
Net Income (Loss) per Share
Basic net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period, plus the potential dilutive effect of common shares issuable upon exercise or conversion of outstanding stock options and warrants during the period. The weighted average number of potentially dilutive common shares excluded from the calculation of net income (loss) per share totaled in 1,142,281 and 3,410,034 as of March 31, 2016 and 2015, respectively.
Patents
Acquired patents are capitalized at their acquisition cost or fair value. The legal costs, patent registration fees and models and drawings required for filing patent applications are capitalized if they relate to commercially viable technologies. Commercially viable technologies are those technologies that are projected to generate future positive cash flows in the near term. Legal costs associated with patent applications that are not determined to be commercially viable are expensed as incurred. All research and development costs incurred in developing the patentable idea are expensed as incurred. Legal fees from the costs incurred in successful defense to the extent of an evident increase in the value of the patents are capitalized.
Capitalized cost for pending patents are amortized on a straight-line basis over the remaining twenty year legal life of each patent after the costs have been incurred. Once each patent is issued, capitalized costs are amortized on a straight-line basis over the shorter of the patent's remaining statutory life, estimated economic life or ten years.
Fixed Assets
Fixed assets is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which are 3 to 10 years for machinery and equipment and the shorter of the lease term or estimated economic life for leasehold improvements.
Fair Value
The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows:
The following table represents the Companys assets and liabilities by level measured at fair value on a recurring basis at March 31, 2016.
Research and Development
Research and development costs are expensed as incurred and reported as research and development expense. Research and development costs totaling $225,000 and $250,000 for the years ended March 31, 2016 and 2015, respectively.
Revenue Recognition
License Revenue
License arrangements may consist of non-refundable upfront license fees, exclusive licensed rights to patented or patent pending technology, and various performance or sales milestones and future product royalty payments. Some of these arrangements are multiple element arrangements.
Non-refundable, up-front fees that are not contingent on any future performance by us, and require no consequential continuing involvement on our part, are recognized as revenue when the license term commences and the licensed data, technology and/or compound is delivered. We defer recognition of non-refundable upfront fees if we have continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee that is separate and independent of our performance under the other elements of the arrangement. In addition, if we have continuing involvement through research and development services that are required because our know-how and expertise related to the technology is proprietary to us, or can only be performed by us, then such up-front fees are deferred and recognized over the period of continuing involvement.
Payments related to substantive, performance-based milestones in a research and development arrangement are recognized as revenue upon the achievement of the milestones as specified in the underlying agreements when they represent the culmination of the earnings process.
Use of Estimates
The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities revenues and expenses and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. |
Note 2 - Debt |
3 Months Ended | |||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||
Note 2 - Debt | Convertible debentures
On October 25, 2006, the Company entered into a securities purchase agreement (2006 Purchase Agreement) with four accredited investors (the 2006 Purchasers). In conjunction with the signing of the 2006 Purchase Agreement, the Company issued secured convertible debentures (2006 Debentures) and Series A, B, C, D, and E common stock warrants (2006 Warrants) to the 2006 Purchasers, and the parties also entered into a security agreement (the 2006 Security Agreement) pursuant to which the Company agreed to grant the 2006 Purchasers, pari passu, a security interest in substantially all of the Companys assets.
Pursuant to the terms of the 2006 Purchase Agreement, the Company issued the 2006 Debentures in an aggregate principal amount of $1,694,250 to the 2006 Purchasers. The 2006 Debentures are subject to an original issue discount of 20.318% resulting in proceeds to the Company of $1,350,000 from the transaction. The 2006 Debentures were due on October 25, 2008. The 2006 Debentures are convertible, at the option of the 2006 Purchasers, at any time prior to payment in full, into shares of common stock of the Company. As a result of the full ratchet anti-dilution provision the current conversion price is $2.50 per share (the 2006 Conversion Price). Beginning on the first of the month beginning February 1, 2007, the Company was required to amortize the 2006 Debentures in equal installments on a monthly basis resulting in a complete repayment by the maturity date (the Monthly Redemption Amounts). The Monthly Redemption Amounts could have been paid in cash or in shares, subject to certain restrictions. If the Company chose to make any Monthly Redemption Amount payment in shares of common stock, the price per share would have been the lesser of the Conversion Price then in effect and 85% of the weighted average price for the 10-trading days prior to the due date of the Monthly Redemption Amount. The Company did not make any of the required monthly redemption payments.
Pursuant to the provisions of the 2006 Debentures, such non-payment was an event of default and penalty interest has accrued on the unpaid redemption balance at an interest rate equal to the lower of 18% per annum and the maximum rate permitted by applicable law. In addition, each of the 2006 Purchasers has the right to accelerate the cash repayment of at least 130% of the outstanding principal amount of the 2006 Debenture (plus accrued but unpaid liquidated damages and interest) and to sell substantially all of the Companys assets pursuant to the provisions of the 2006 Security Agreement to satisfy any such unpaid balance. On June 6, 2008, the Company received notification from Bristol Investment Fund, Ltd (Bristol), that the collateral held under the 2006 Security Agreement would be sold to the highest qualified bidder on Thursday, June 19, 2008. On June 19, 2008, the Company received a Notice of Disposition of Collateral from Bristol in which Bristol notified the Company that Bristol, acting as the agent for itself and the three other 2006 Purchasers, purchased certain assets held as collateral under the 2006 Security Agreement. Bristol purchased 111,025 shares of common stock of BioCheck, Inc., the Companys majority owned subsidiary, on a credit bid of $50,000, and Bristol also purchased 1,000 shares of the capital stock of OXIS Therapeutics, Inc., a wholly owned subsidiary of OXIS, for a credit bid of $10,000. In December 2005, OXIS purchased the 111,025 shares of common stock of BioCheck, Inc. for $3,060,000. After crediting the aggregate amount of $60,000 to the aggregate amount due under the 2006 Debentures, plus fees and charges due through June 19, 2008, Bristol notified the Company that the Company remains obligated to the 2006 Purchasers in a deficiency in an aggregate amount of $2,688,000 as of June 19, 2008. As a result of the disposition of the collateral, the Company recorded a net loss aggregating $2,978,000.
Under the 2006 Purchase Agreement, the 2006 Purchasers also have a right of first refusal to participate in up to 100% of any future financing undertaken by the Company until the 2006 Debentures are no longer outstanding. In addition, the Company is also prohibited from effecting any subsequent financing involving a variable rate transaction until such time as no 2006 Purchaser holds any of the 2006 Debentures. Furthermore, so long as any 2006 Purchaser holds any of the securities issued under the 2006 Purchase Agreement, if the Company issues or sells any common stock or instruments convertible into common stock which a 2006 Purchaser reasonably believes is on terms more favorable to such investors than the terms pursuant to the 2006 Debentures or 2006 Warrants, the Company is obligated to permit such 2006 Purchaser the benefits of such better terms.
Of the 2006 Warrants issued by the Company to the 2006 Purchasers, only the Series A Warrants remain outstanding. The Series A Warrants, which now expire in July 2019, permit the holders to purchase 9,681 shares of common stock at an original exercise price of $87.50 per share. Such exercise price is adjustable pursuant to a full ratchet anti-dilution provision and upon the occurrence of a stock split or a related event.
During 2009, Bristol converted $177,900 of the principal amount of 2006 Debentures for 71,160 shares of the Companys common stock. During 2010, Bristol converted an additional $401,000 of the principal amount of 2006 Debentures for 160,400 shares of the Companys common stock. During 2011, an additional $605,000 of the principal amount of 2006 Debentures was converted into 242,000 shares of the Companys common stock. During 2012, an additional $369,625 of the principal amount of 2006 Debentures was converted into 350,619 shares of the Companys common stock.
The 2006 Debentures do not meet the definition of a conventional convertible debt instrument since they are not convertible into a fixed number of shares. The Monthly Redemption Amounts can be paid with common stock at a conversion price that is a percentage of the market price; therefore the number of shares that could be required to be delivered upon net-share settlement is essentially indeterminate. Therefore, the 2006 Debentures are considered non-conventional, which means that the conversion feature must be bifurcated from the debt and shown as a separate derivative liability. This beneficial conversion liability has been calculated to be $690,000 on October 25, 2006. In addition, since the 2006 Debentures are convertible into an indeterminate number of shares of common stock, it is assumed that the Company could never have enough authorized and unissued shares to settle the conversion of the 2006 Warrants issues in this transaction into common stock. Therefore, the 2006 Warrants have a fair value of $2,334,000 at October 25, 2006. The value of the 2006 Warrant was calculated using the Black-Scholes model using the following assumptions: Discount rate of 4.5%, volatility of 158% and expected term of 1 to 6 years. The fair value of the beneficial conversion feature and the 2006 Warrant liability will be adjusted to fair value on each balance sheet date with the change being shown as a component of net loss. The fair value of the beneficial conversion feature and the 2006 Warrants at the inception of the 2006 Debentures were $690,000 and $2,334,000, respectively. The first $1,350,000 of these discounts was amortized over the term of the 2006 Debenture and the excess of $1,674,000 was shown as financing costs in statement of operations.
The Company and Bristol entered into a Forbearance Agreement on December 3, 2015, pursuant to which Bristol agreed to refrain and forbear from exercising certain rights and remedies with respect the 2006 Debentures for three months. In exchange for the Forbearance Agreement, the Company issued an allonge in the amount of $250,000 increasing the principal amount if the 2006 Debentures.
On October 1, 2009, the Company entered into a financing arrangement with several accredited investors (the 2009 Investors), pursuant to which it sold various securities in consideration of a maximum aggregate purchase price of $2,000,000 (the 2009 Financing). In connection with the 2009 Financing, the Company issued the following securities to the 2009 Investors:
The Class A Warrants and Class B Warrants (collectively, the 2009 Warrants) are exercisable for up to five years from the date of issue at a per share exercise price equal to $15.625 and $18.75 for the Class A Warrants and the Class B Warrants, respectively, on a cash or cashless basis. The 2009 Debentures and the 2009 Warrants are collectively referred to herein as the 2009 Securities.
In connection with the sale of the 2009 Securities by the Company, the Company and Bristol entered a Standstill and Forbearance Agreement, pursuant to which Bristol agreed to refrain and forbear from exercising certain rights and remedies with respect to (i) the 2006 Debentures and (ii) certain demand notes (the Bridge Notes) issued by the Company on October 8, 2008, March 19, 2009, April 7, 2009, April 28, 2009, May 21, 2009 and June 25, 2009 and discussed under the caption Demand Notes below. In connection with the sale of the 2009 Securities by the Company, the Company and Bristol have also entered into a waiver agreement (the Waiver Agreement) pursuant to which Bristol waived certain rights with respect to the 2006 Debentures and Bridge Notes.
The conversion price of the 2009 Debentures and the exercise price of the 2009 Warrants are subject to full ratchet anti-dilution adjustment in the event that the Company thereafter issues common stock or common stock equivalents at a price per share less than the conversion price or the exercise price, respectively, and to other normal and customary anti-dilution adjustment upon certain other events. So long as the 2009 Debentures are outstanding, if the Company effects a subsequent financing, the October 2009 Investors may elect, in their sole discretion, to exchange all or some of the October 2009 Debentures (but not the 2009 Warrants) for any securities or units issued in a subsequent financing on a $1.00 for $1.00 basis or to have any particular provisions of the subsequent financing legal documents apply to the documents utilized for the October 2009 Financing.
The Company also agreed that if it determines to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others, then it shall include the shares of common stock underlying the 2009 Securities on such registration statement. The 2009 Investors have contractually agreed to restrict their ability to convert the 2009 Debentures and exercise the 2009 Warrants and receive shares of our common stock such that the number of shares of the Company common stock held by a 2009 Investor and its affiliates after such conversion or exercise does not exceed 4.9% of the Companys then issued and outstanding shares of common stock.
During 2010, 2009 Investors converted $1,335,000 of the principal amount of 2009 Debentures for 106,800 shares of the Companys common stock. During 2011, 2009 Investors converted $610,000 of the principal amount of 2009 Debentures for 48,800 shares of the Companys common stock.
The Company entered into a Forbearance Agreement on December 3, 2015, pursuant to which the remaining 2009 Debenture holder agreed to refrain and forbear from exercising certain rights and remedies with respect the 2009 Debentures for three months. In exchange for the Forbearance Agreement, the Company issued an allonge in the amount of $250,000 increasing the principal amount of the 2009 Debentures to $305,000 as of March 31,2016.
On June 1, 2011, the Company entered into a financing arrangement with several accredited investors (the June 2011 Investors), pursuant to which it sold various securities in consideration of a maximum aggregate purchase price of $500,000 (the June 2011 Financing). In connection with the June 2011 Financing, the Company issued the following securities to the June 2011 Investors:
In November, 2011, the Company entered into a financing arrangement with several accredited investors (the November 2011 Investors), pursuant to which it sold various securities in consideration of a maximum aggregate purchase price of $275,000 (the November 2011 Financing). In connection with the November 2011 Financing, the Company issued the following securities to the November 2011 Investors:
In March, 2012, the Company entered into a financing arrangement with several accredited investors pursuant to which it sold various securities in consideration of a maximum aggregate purchase price of $617,500 (the March 2012 Financing). In connection with the March 2012 Financing, the Company issued the following securities to the investors:
In April 2012, the Company agreed to an adjustment as negotiated to enable inducement of further financing of the Company. Pursuant to the anti-dilution provisions in the convertible instruments, the conversion price of certain convertible instruments is now $2.50 (with the exception of the conversion price of the October 2006 Debenture which is already priced at the lesser of $2.50 and 60% of the average of the lowest three trading prices occurring at any time during the 20 trading days preceding conversion).
In May, 2012, the Company entered into a financing arrangement with several accredited investors pursuant to which it sold various securities in consideration of a maximum aggregate purchase price of $275,000 (the May 2012 Financing). In connection with the May 2012 Financing, the Company issued the following securities to the investors:
On August 8, 2012, a Settlement Agreement and Mutual General Release ("Agreement") was made by and between OXIS and Bristol Investment Fund, Ltd., in order to settle certain claims regarding certain convertible debentures held by Bristol.
Pursuant to the Agreement, OXIS shall pay Bristol (half of which payment would redound to Theorem Capital LLC (Theorem)) a total of $1,119,778 as payment in full for the losses suffered and all costs incurred by Bristol in connection with the Transaction. Payment of such $1,119,778 shall be made as follows: OXIS shall issue restricted common stock to each of Bristol and Merit, in an amount such that each Bristol and Theorem shall hold no more than 9.99% of the outstanding shares of OXIS (including any shares that each may hold as of the date of issuance). The shares so issued represent $417,475.65 of the $1,119,778 payment (111,327 shares at $3.75 per share, of which 36,675 will be retained by Bristol and 74,652 will be issued to Theorem). The remaining balance of the payment shall be made in the form of two convertible promissory notes in the respective amounts of $422,357.75 for Bristol and $279,944.60 for Theorem (collectively, the Notes) with a maturity of December 1, 2017 having an 8% annual interest rate, with interest only accruing until January 1, 2013, and then level payments of $3,750 each beginning January 1, 2013 until paid in full on December 1, 2017. In the event a default in the monthly payments on the Notes has occurred and is continuing each holder of the Notes shall be permitted to convert the unpaid principal and interest of the Notes into shares of OXIS at $2.50 cents per share. In the absence of such continuing default no conversion of the Notes will be permitted. OXIS will have the right to repay the Notes in full at any time without penalty.
Effective April, 2013 the Company entered into a securities purchase agreement with one accredited investor to sell 10% convertible debentures with an initial principal balance of $75,000.
In October and November, 2013, the Company entered into a securities purchase agreement with four accredited investors to sell 10% convertible debentures with an initial principal balance of $172,000 and warrants to acquire up to 98,286 shares of the Companys common stock at an exercise price of $2.50 per share.
In December, 2013, the Company entered into a convertible demand promissory note with an initial principal balance of $189,662 convertible at $1.75 per share and warrants to acquire up to 108,378 shares of the Companys common stock at an exercise price of $2.50 per share.
In January, 2014, the Company entered into a securities purchase agreement with one accredited investor to sell 10% convertible debentures with an initial principal balance of $50,000 and warrants to acquire up to 28,571 shares of the Companys common stock at an exercise price of $2.50 per share.
In April, 2014, the Company entered into a securities purchase agreement with three accredited investors to sell 10% convertible debentures with an initial principal balance of $49,000 and warrants to acquire up to 22,286 shares of the Companys common stock at an exercise price of $2.50 per share.
In July 2014, the Company agreed to an adjustment as negotiated to enable inducement of further financing of the Company. Pursuant to the anti-dilution provisions in the convertible instruments, the conversion price of certain convertible instruments is now $1.75 (with the exception of the conversion price of the October 2006 Debenture which is already priced at the lesser of $1.75 and 60% of the average of the lowest three trading prices occurring at any time during the 20 trading days preceding conversion).
On July 24, 2014, the Company entered into a securities purchase agreement with ten accredited investors to sell 10% convertible debentures, with an exercise price of $1.75, with an initial principal balance of $1,250,000 and warrants to acquire up to 714,286 shares of the Companys common stock at an exercise price of $2.50 per share.
Also on July 24, 2014, the Company sold to Kenneth Eaton, the Companys Chief Executive Officer, a $175,000 debenture, with an exercise price of $1.75, as payment in full for all accrued and unpaid salary and fees owed to Mr. Eaton.
On October 15, 2014, the Company entered into a securities purchase agreement with three accredited investors to sell 10% convertible debentures, with an exercise price of $2.50, with an initial principal balance of $1,250,000 and warrants to acquire up to 400,000 shares of the Companys common stock at an exercise price of $5.00 per share.
On February 23, 2015, the Company entered into a securities purchase agreement with ten accredited investors to sell 10% convertible debentures, with an exercise price of $6.25, with an initial principal balance of $2,350,000 and warrants to acquire up to 376,000 shares of the Companys common stock at an exercise price of $7.50 per share.
Effective July 2015, the Company entered into a securities purchase agreement with three accredited investors to sell 10% convertible debentures, with an exercise price of $5.00, with an initial principal balance of $550,000 and warrants to acquire up to 111,765 shares of the Companys common stock at an exercise price of $6.25 per share.
Effective October 2015, the Company entered into a securities purchase agreement with three accredited investors to sell 10% convertible debentures, with an exercise price of $2.50, with an initial principal balance of $500,000 and warrants to acquire up to 200,000 shares of the Companys common stock at an exercise price of $2.50 per share.
Effective November 2015, the Company entered into a securities purchase agreement with two accredited investors to sell 10% convertible debentures, with an exercise price of $2.50, with an initial principal balance of $100,000 and warrants to acquire up to 80,000 shares of the Companys common stock at an exercise price of $2.50 per share.
Effective December 2015, the Company entered into a securities purchase agreement with two accredited investors to sell 10% convertible debentures, with and an exercise price of $1.25, with an initial principal balance of $350,000 and warrants to acquire up to 280,000 shares of the Companys common stock at an exercise price of $1.25 per share.
In December 2015, the Company agreed to an adjustment as negotiated to enable inducement of further financing of the Company. Pursuant to the anti-dilution provisions in all the convertible instruments, the conversion price of certain convertible instruments is now $1.25 (with the exception of the conversion price of the October 2006 Debenture which is already priced at the lesser of $1.25 and 60% of the average of the lowest three trading prices occurring at any time during the 20 trading days preceding conversion).
In January 2016, the Company entered into a securities purchase agreement with one accredited investor to sell 10% convertible debentures, with and an exercise price of $1.25, with an initial principal balance of $150,000 and warrants to acquire up to 80,000 shares of the Companys common stock at an exercise price of $1.25 per share.
Allonges
On August 18, 2015, the Company entered into a settlement agreement with three noteholders. In accordance with the July 24, 2014 Security Purchase Agreements, The Company was required to establish and maintain a reserve of shares of its common stock from its duly authorized shares of Common Stock for issuance in an amount equal to 150% of a required minimum by December 21, 2014 which did not occur. As compensation for the default, the Company issued allonges to the noteholders for a total of $837,500, increasing the principal amount of the convertible notes.
On October 7, 2015, the Company entered into a settlement agreement with two noteholders. In accordance with the July 24, 2014 Security Purchase Agreements, The Company was required to establish and maintain a reserve of shares of its common stock from its duly authorized shares of Common Stock for issuance in an amount equal to 150% of a required minimum by December 21, 2014 which did not occur. As compensation for the default, the Company issued allonges to the noteholders for a total of $537,500, increasing the principal amount of the convertible notes.
On November 5, 2015, the Company entered into a Second Settlement Agreement with three noteholders. On August 18, 2015 the Company entered into a Settlement Agreement that required the Company to increase its authorized shares to not less 8,000,000 shares and reserve 150% of the number of shares of its Common Stock no later than the earlier of (1) two days after Oxis obtaining all corporate and regulatory approvals necessary to increase it authorized shares; or (2) September 30, 2015 which did not occur. As compensation for the default, the Company issued additional allonges to the noteholders for a total of $837,500, increasing the principal amount of the convertible notes.
On Dec 5, 2015, the Company entered into a Second Settlement Agreement with three noteholders. On October 7, 2015 the Company entered into a Settlement Agreement that required the Company to increase its authorized shares to not less than 8,000,000 shares and reserve 150% of the number of shares of its Common Stock no later than the earlier of (1) two days after Oxis obtaining all corporate and regulatory approvals necessary to increase it authorized shares; or (2) September 30, 2015 which did not occur. As compensation for the default, the Company issued additional allonges to the noteholders for a total of $537,500, increasing the principal amount of the convertible notes.
Demand Notes
On May 15, 2009, the Company entered into a convertible demand promissory note with Bristol Capital, LLC for certain consulting services totaling $100,000. The note does not provide for any interest and is due upon demand by the holder. The note has been converted into common stock of the Company.
On June 22, 2009, the Company entered into a convertible demand promissory note with Theorem Group (Theorem) pursuant to which Theorem purchased an aggregate principal amount of $31,375 of convertible demand promissory notes for an aggregate purchase price of $25,000 (the 2009 Theorem Note). The 2009 Theorem Note was subsequently sold as described below.
Simultaneously with the issuance of the 2009 Theorem Note, the Company issued Theorem a seven-year warrant (the 2009 Theorem Warrant) to purchase 12,550 shares of common stock of the Company at a price equal to the lower of (i) $2.50 and (ii) 60% of the average of the three (3) lowest trading prices occurring at any time during the 20 trading days preceding the issue date of the Theorem Note (the Exercise Price). The 2009 Theorem Warrant may be exercised on a cashless basis if the shares of common stock underlying the 2009 Theorem Warrant are not then registered pursuant to an effective registration statement. In the event the 2009 Theorem Warrant is exercised on a cashless basis, we will not receive any proceeds.
On December 1, 2009, Theorem sold the 2009 Theorem Note to Net Capital Partners, Inc. (Net Capital). In December 2009, Net Capital converted $24,000 of the principal for 9,600 shares of the Companys common stock. In January 2010, Net Capital converted the remaining $7,375 of principal amount for an additional 2,950 shares of the Companys common stock.
On February 7, 2011 the Company entered into a convertible demand promissory note with Bristol pursuant to which Bristol purchased an aggregate principal amount of $31,375 of convertible demand promissory notes for an aggregate purchase price of $25,000 (the February 2011 Bristol Note). The February 2011 Bristol Note is convertible into shares of common stock of the Company at a price equal to $12.50 per share.
Simultaneously with the issuance of the February 2011 Bristol Note, the Company issued Bristol a Series A Warrant (the February 2011 Bristol Series A Warrants) to purchase 1,255 shares of the Companys common stock at a per share exercise price of $15.625, and a Series B Warrant (the February 2011 Bristol Series B Warrants and, together with the February 2011 Bristol Series A Warrants, the February 2011 Bristol Warrants) to purchase 1,255 shares of the Companys common stock at a per share exercise price of $18.75. The February 2011 Warrants are exercisable for up to seven years from the date of issue. The February 2011 Warrants may be exercised on a cashless basis if the shares of common stock underlying the February 2011 Warrants are not then registered pursuant to an effective registration statement. In the event the February 2011 Bristol Warrants are exercised on a cashless basis, the Company will not receive any proceeds.
On February 7, 2011 the Company entered into a convertible demand promissory note with Net Capital pursuant to which Net Capital purchased an aggregate principal amount of $31,375 of convertible demand promissory notes for an aggregate purchase price of $25,000 (the February 2011 Net Capital Note). The February 2011 Net Capital Note is convertible into shares of common stock of the Company at a price equal to $12.50 per share. As of September, 2012, the February 2011 Net Capital Note had been converted into shares of the Companys common stock.
Simultaneously with the issuance of the February 2011 Net Capital Note, the Company issued Net Capital a Series A Warrant (the February 2011 Net Capital Series A Warrants) to purchase 1,255 shares of the Companys common stock at a per share exercise price of $15.625, and a Series B Warrant (the February 2011 Net Capital Series B Warrants and, together with the February 2011 Net Capital Series A Warrants, the February 2011 Net Capital Warrants) to purchase 1,255 shares of the Companys common stock at a per share exercise price of $18.75. The February 2011 Net Capital Warrants are exercisable for up to seven years from the date of issue. The February 2011 Net Capital Warrants may be exercised on a cashless basis if the shares of common stock underlying the February 2011 Net Capital Warrants are not then registered pursuant to an effective registration statement. In the event the February 2011 Net Capital Warrants are exercised on a cashless basis, the Company will not receive any proceeds.
On March 4, 2011 the Company entered into a convertible demand promissory note with Bristol pursuant to which Bristol purchased an aggregate principal amount of $31,375 of convertible demand promissory notes for an aggregate purchase price of $25,000 (the March 2011 Bristol Note). The March 2011 Bristol Note is convertible at the option of the holder at any time into shares of common stock, at a price equal to $12.50.
Simultaneously with the issuance of the March 2011 Bristol Note, the Company issued Bristol a Series A Warrant (the March 2011 Bristol Series A Warrants) to purchase 1,255 shares of the Companys common stock at a per share exercise price of $15.625, and a Series B Warrant (the March 2011 Bristol Series B Warrants and, together with the March 2011 Bristol Series A Warrants, (the March 2011 Bristol Warrants) to purchase 1,255 shares of the Companys common stock at a per share exercise price of $18.75. The March 2011 Warrants are exercisable for up to seven years from the date of issue. The March 2011 Warrants may be exercised on a cashless basis if the shares of common stock underlying the March 2011 Warrants are not then registered pursuant to an effective registration statement. In the event the March 2011 Warrants are exercised on a cashless basis, the Company will not receive any proceeds.
On April 4, 2011 the Company entered into a convertible demand promissory note with Net Capital pursuant to which Net Capital purchased an aggregate principal amount of $31,375 of convertible demand promissory notes for an aggregate purchase price of $25,000 (the April 2011 Net Capital Note). The April 2011 Net Capital Note is convertible into shares of common stock of the Company, at a price equal to $12.50 per share. As of September, 2012, the April 2011 Net Capital Note had been converted into shares of the Companys common stock.
Simultaneously with the issuance of the Net Capital Note, the Company issued Net Capital a Series A Warrant (the April 2011 Net Capital Series A Warrants) to purchase 1,255 shares of common stock of the Company at a per share exercise price of $15.625, and a Series B Warrant (the April 2011 Net Capital Series B Warrants and, together with the April 2011 Net Capital Series A Warrants, the April 2011 Net Capital Warrants) to purchase 1,255 shares of common stock of the Company at a per share exercise price of $18.75. The April 2011 Net Capital Warrants are exercisable for up to seven years from the date of issue. The April 2011 Net Capital Warrants may be exercised on a cashless basis if the shares of common stock underlying the April 2011 Net Capital Warrants are not then registered pursuant to an effective registration statement. In the event the April 2011 Net Capital Warrants are exercised on a cashless basis, we will not receive any proceeds.
On October 26, 2011 the Company entered into a convertible demand promissory note with Theorem pursuant to which Theorem purchased an aggregate principal amount of $200,000 of convertible demand promissory notes for an aggregate purchase price of $157,217 (the October 2011 Theorem Note). The October 2011 Theorem Note is convertible into shares of common stock of the Company, at a price equal to $12.50 per share.
Simultaneously with the issuance of the October 2011 Theorem Note, the Company issued Theorem a Series A Warrant (the October 2011 Series A Warrant) to purchase 40,000 shares of common stock of the Company at a per share exercise price of $15.625, and a Series B Warrant (the October 2011 Series B Warrants and, together with the October 2011 Series A Warrants, the October 2011 Warrants) to purchase 40,000 shares of common stock of the Company at a per share exercise price of $18.75. The October 2011 Warrants are exercisable for up to seven years from the date of issue. The October 2011 Warrants may be exercised on a cashless basis if the shares of common stock underlying the October 2011 Warrants are not then registered pursuant to an effective registration statement. In the event the October 2011 Warrants are exercised on a cashless basis, we will not receive any proceeds.
All of the foregoing securities were issued in reliance upon an exemption from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.
On December 7, 2012, the Company entered into, and made its initial $315,000 borrowing under, a short-term loan agreement with two lenders pursuant to which it is permitted to borrow up to an aggregate of $350,000. The loans made under the loan agreement are evidence by the Companys notes and secured pursuant to a Security Agreement, that is junior to the Companys existing security arrangements under the Companys October 26, 2006 Debentures but cover the same assets of the Company.
Interest on the Notes is at the rate of 18% per annum, payable on the first day of each month until maturity on May 1, 2013. On April 1, 2013, the Company was required to pay 25.7143% of the Loan, with the remaining balance due on May 1, 2013.
The full principal amount of the Loans may be due upon default under the terms of the Loan Agreement, the Notes or the Security Agreement.
Under the Loan Agreement, the Company is required to issue 266.67 shares of its common stock for each $1,000 of Loans made. Accordingly, on December 7, 2012, the Company issued 84,000 shares of its common stock. Assuming the entire amounts of Loans permitted under the Loan Agreement are borrowed, the Company will issue 93,334 shares in connection with the Loan Agreement.
In March 2013, the Company entered into, and made an additional $35,000 borrowing under, a short-term loan agreement with two lenders the Company entered into in December 2012, pursuant to which it is permitted to borrow up to an aggregate of $350,000. The loans made under the loan agreement are evidence by the Companys notes and secured pursuant to a Security Agreement, that is junior to the Companys existing security arrangements under the Companys October 26, 2006 Debentures but cover the same assets of the Company.
Financing Agreement
On November 8, 2010, the Company entered into a financing arrangement with Gemini Pharmaceuticals, Inc., a product development and manufacturing partner of the Company, pursuant to which Gemini Pharmaceuticals made a $250,000 strategic equity investment in the Company and agreed to make a $750,000 purchase order line of credit facility available to the Company. The outstanding principal of all Advances under the Line of Credit will bear interest at the rate of interest of prime plus 2 percent per annum. There is $31,000 due on this credit line at March 31, 2016. |
Note 3 - Stockholders' Equity |
3 Months Ended |
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Mar. 31, 2016 | |
Equity [Abstract] | |
Note 3 - Stockholders' Equity | Common Stock
In January 2015, the Company agreed to issue 39,657 shares of common stock as a price protection to a note holder that originally converted notes at a price of $2.50 and continues to hold these shares. These additional shares would have been issued if the conversion shares price was $1.75. As of December 31, 2015, 33,142 shares of common stock have been issued and $247,000 of interest expense was recorded for this issuance. During January 2016 the remaining 6,515 share were issued and $20,000 of interest expense was recorded.
During the quarter ending March 31, 2016, the Company issued an aggregate of 12,397,040 shares of common stock to a total of 29 persons or entities in exchange of the cancellation of warrants on a cashless basis. The shares issued were exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the Act) pursuant to Section 4(2) of the Act since the shares were issued to persons or entities closely associated with the Company and there was no public offering of the shares.
During the quarter ending March 31, 2016, the Company also issued an aggregate of 2,277,325 shares of common stock to a total of 15 persons as payment for consulting services provided to the Company. The average valuation of these shares was $2.50 per share. These shares were also exempt from the registration requirements of Section 5 of the Act pursuant to Section 4(2) of the Act since the shares were also issued to persons closely associated with the Company and there was no public offering of the shares.
During the quarter ending March 31, 2016, the Company also issued an aggregate of 4,612,341 shares of common stock to two executive officers of the Company in fulfilment of contractual rights held by the officers pursuant to their employment agreements. These shares were also exempt from the registration requirements of Section 5 of the Act pursuant to Section 4(2) of the Act since the shares were also issued to persons closely associated with the Company and there was no public offering of the shares.
Preferred Stock
On January 8, 2016 the Company entered into an Exchange Agreement with certain investors together holding 25,000 shares of Series H Preferred Stock and 1,666,667 shares of Series I Preferred Stock have agreed to convert all such shares of Preferred Stock into an aggregate of 4,075,000 shares of Common Stock upon successful completion by the Company of a $6 million financing.
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Note 4 - Stock Options and Warrants |
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Guarantees [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 4 - Stock Options and Warrants | Stock Options
Following is a summary of the stock option activity:
Warrants
Following is a summary of the warrant activity:
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Note 5 - Subsequent Events |
3 Months Ended |
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Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Note 5 - Subsequent Events | Common Stock
In May 2016, the Company has issued an aggregate of 148,000 shares of common stock to a total of 4 persons or entities in exchange of the cancellation of warrants on a cashless basis. The shares issued were exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the Act) pursuant to Section 4(2) of the Act since the shares were issued to persons or entities closely associated with the Company and there was no public offering of the shares.
The Company also issued an aggregate of 590,000 shares of common stock to a total of 6 persons as payment for consulting services provided to the Company. The average valuation of these shares was $0.50 per share. These shares were also exempt from the registration requirements of Section 5 of the Act pursuant to Section 4(2) of the Act since the shares were also issued to persons closely associated with the Company and there was no public offering of the shares.
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Note 6 - Restatement |
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Note 6 - Restatement | ||||||||||||||||||||||||||||||||||||
Note 6 - Restatement | The Company’s management determined that the Company needs to make adjustments to correct errors identified in the previously issued financial statements related to the non-cash calculation of warranty liabilities. The error affects the periods ending December 31, 2015, March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016 financial statements.
As a result of the error, the Company will recognize a decrease the Change in Warrant Liability by $11,265,000 through December 31, 2016.
This change had no net effect on the balance sheet and cash flows from operations, investing or financing.
The following table presents the impact of the restatement adjustment on the Company’s Consolidated Statement of Operations for the three months ended March 31, 2016.
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Note 1 - The Company and Summary of Significant Accounting Policies (Policies) |
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Company And Summary Of Significant Accounting Policies Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation | The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (U.S. GAAP) and the rules and regulations of the U.S. Securities and Exchange Commission (SEC). Certain information and disclosures required by U.S. GAAP for complete consolidated financial statements have been condensed or omitted herein. The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2015. The unaudited interim condensed consolidated financial information presented herein reflects all normal adjustments that are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The Company is responsible for the unaudited interim consolidated financial statements included in this report. The results of operations of any interim period are not necessarily indicative of the results for the full year. |
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Going Concern | As shown in the accompanying consolidated financial statements, the Company has incurred an accumulated deficit of $119,734,000 through March 31, 2016. On a consolidated basis, the Company had cash and cash equivalents of $30,000 at March 31, 2016. The Company's plan is to raise additional capital until such time that the Company generates sufficient revenues to cover its cash flow needs and/or it achieves profitability. However, the Company cannot assure that it will accomplish this task and there are many factors that may prevent the Company from reaching its goal of profitability.
The current rate of cash usage raises substantial doubt about the Companys ability to continue as a going concern, absent any sources of significant cash flows. In an effort to mitigate this near-term concern the Company intends to seek additional equity or debt financing to obtain sufficient funds to sustain operations. However, the Company cannot provide assurance that it will successfully obtain equity or debt or other financing, if any, sufficient to finance its goals or that the Company will generate future product related revenues. The Companys financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue in existence. |
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Basis of Consolidation and Comprehensive Income | The accompanying consolidated financial statements include the accounts of OXIS International, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. The Company's financial statements are prepared using the accrual method of accounting. |
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Cash and Cash Equivalents | The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
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Concentrations of Credit Risk | The Company's cash and cash equivalents, marketable securities and accounts receivable are monitored for exposure to concentrations of credit risk. The Company maintains substantially all of its cash balances in a limited number of financial institutions. The balances are each insured by the Federal Deposit Insurance Corporation up to $250,000. The Company does not have balances in excess of this limit at March 31, 2016. |
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Fair Value of Financial Instruments | The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, inventory, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. The fair value of debt is based upon current interest rates for debt instruments with comparable maturities and characteristics and approximates the carrying amount. |
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Stock Based Compensation to Other than Employees | The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. |
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Impairment of Long Lived Assets | The Company's long-lived assets currently consist of capitalized patents The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. If any of the Company's long-lived assets are considered to be impaired, the amount of impairment to be recognized is equal to the excess of the carrying amount of the assets over the fair value of the assets. |
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Income Taxes | The Company accounts for income taxes using the asset and liability approach, whereby deferred income tax assets and liabilities are recognized for the estimated future tax effects, based on current enacted tax laws, of temporary differences between financial and tax reporting for current and prior periods. Deferred tax assets are reduced, if necessary, by a valuation allowance if the corresponding future tax benefits may not be realized. |
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Net Income (Loss) per Share | Basic net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period, plus the potential dilutive effect of common shares issuable upon exercise or conversion of outstanding stock options and warrants during the period. The weighted average number of potentially dilutive common shares excluded from the calculation of net income (loss) per share totaled in 1,142,281 and 3,410,034 as of March 31, 2016 and 2015, respectively. |
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Patents | Acquired patents are capitalized at their acquisition cost or fair value. The legal costs, patent registration fees and models and drawings required for filing patent applications are capitalized if they relate to commercially viable technologies. Commercially viable technologies are those technologies that are projected to generate future positive cash flows in the near term. Legal costs associated with patent applications that are not determined to be commercially viable are expensed as incurred. All research and development costs incurred in developing the patentable idea are expensed as incurred. Legal fees from the costs incurred in successful defense to the extent of an evident increase in the value of the patents are capitalized.
Capitalized cost for pending patents are amortized on a straight-line basis over the remaining twenty year legal life of each patent after the costs have been incurred. Once each patent is issued, capitalized costs are amortized on a straight-line basis over the shorter of the patent's remaining statutory life, estimated economic life or ten years. |
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Fixed Assets | Fixed assets is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets, which are 3 to 10 years for machinery and equipment and the shorter of the lease term or estimated economic life for leasehold improvements. |
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Fair Value | The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels are defined as follows:
The following table represents the Companys assets and liabilities by level measured at fair value on a recurring basis at March 31, 2016.
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Research and Development | Research and development costs are expensed as incurred and reported as research and development expense. Research and development costs totaling $225,000 and $250,000 for the years ended March 31, 2016 and 2015, respectively. |
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Revenue Recognition | License Revenue
License arrangements may consist of non-refundable upfront license fees, exclusive licensed rights to patented or patent pending technology, and various performance or sales milestones and future product royalty payments. Some of these arrangements are multiple element arrangements.
Non-refundable, up-front fees that are not contingent on any future performance by us, and require no consequential continuing involvement on our part, are recognized as revenue when the license term commences and the licensed data, technology and/or compound is delivered. We defer recognition of non-refundable upfront fees if we have continuing performance obligations without which the technology, right, product or service conveyed in conjunction with the non-refundable fee has no utility to the licensee that is separate and independent of our performance under the other elements of the arrangement. In addition, if we have continuing involvement through research and development services that are required because our know-how and expertise related to the technology is proprietary to us, or can only be performed by us, then such up-front fees are deferred and recognized over the period of continuing involvement.
Payments related to substantive, performance-based milestones in a research and development arrangement are recognized as revenue upon the achievement of the milestones as specified in the underlying agreements when they represent the culmination of the earnings process. |
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Use of Estimates | The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities revenues and expenses and disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. |
Note 1 - The Company and Summary of Significant Accounting Policies (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company And Summary Of Significant Accounting Policies Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company assets and liabilities by level measured at fair value on a recurring basis |
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Note 4 - Stock Options and Warrants (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Options And Warrants Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of the stock option activity |
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Summary of the warrant activity |
|
Note 6 - Restatement (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||
Note 6 - Restatement Tables | ||||||||||||||||||||||||||||||||||||
Schedule of restatements |
|
Note 1 - The Company and Summary of Significant Accounting Policies (Details) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Liabilities | ||
Accrued expense | $ 589,000 | $ 4,326,000 |
FairValueInputsLevel1Member | ||
Assets | ||
Asset | 0 | |
Liabilities | ||
Warrant liability | 0 | |
FairValueInputsLevel2Member | ||
Assets | ||
Asset | 0 | |
Liabilities | ||
Warrant liability | 4,795,000 | |
FairValueInputsLevel3Member | ||
Assets | ||
Asset | 0 | |
Liabilities | ||
Warrant liability | $ 0 |
Note 1 - The Company and Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
3 Months Ended | |||
---|---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Note 1 - Company And Summary Of Significant Accounting Policies Details Narrative | ||||
Accumulated deficit | $ (119,734,000) | $ (134,417,000) | ||
Cash and cash equivalent | $ 30,000 | $ 1,418,000 | $ 47,000 | $ 855,000 |
Diluted shares excluded from calcuation of EPS | 1,142,281 | 3,410,034 | ||
Research and development | $ 225,000 | $ 250,000 |
Note 4 - Stock Options and Warrants (Details) - Stock Options |
3 Months Ended |
---|---|
Mar. 31, 2016
$ / shares
shares
| |
Options Outstanding | |
Outstanding as of December 31, 2015 | shares | 374,800 |
Granted | shares | 0 |
Forfeited | shares | 0 |
Exercised | shares | 0 |
Outstanding as of March 31, 2016 | shares | 374,800 |
Weighted Average Exercise Price | |
Outstanding as of December 31, 2015 | $ / shares | $ 4.88 |
Granted | $ / shares | 0.00 |
Forfeited | $ / shares | 0.00 |
Exercised | $ / shares | 0.00 |
Outstanding as of March 31, 2016 | $ / shares | $ 4.88 |
Note 4 - Stock Options and Warrants (Details 1) - WarrantMember |
3 Months Ended |
---|---|
Mar. 31, 2016
$ / shares
shares
| |
Warrants Outstanding | |
Outstanding as of December 31, 2015 | shares | 12,525,721 |
Granted | shares | 668,800 |
Forfeited | shares | 0 |
Exercised | shares | (12,427,040) |
Outstanding as of March 31, 2016 | shares | 767,481 |
Weighted Average Exercise Price | |
Outstanding as of December 31, 2015 | $ / shares | $ 1.25 |
Granted | $ / shares | 1.25 |
Forfeited | $ / shares | 0.00 |
Exercised | $ / shares | 1.25 |
Outstanding as of March 31, 2016 | $ / shares | $ 1.25 |
Note 6 - Restatement (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Change in value of warrant and derivative liabilities | $ 20,231,000 | $ (11,266,000) |
Net loss | $ 14,684,000 | $ (20,516,000) |
Income per share - basic and diluted | $ 0.84 | |
As previously reported | ||
Change in value of warrant and derivative liabilities | $ 31,496,000 | |
Net loss | $ 25,949,000 | |
Income per share - basic and diluted | $ 1.49 | |
Effects of restatement/reclassification | ||
Change in value of warrant and derivative liabilities | $ (11,265,000) | |
Net loss | $ (11,265,000) | |
Income per share - basic and diluted | $ (0.65) |
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