X |
Annual
Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934.
|
___ |
Transition
Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934.
|
Illinois
|
87-0455038
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification Number)
|
1256
Briarcliff Road NE
Atlanta,
GA
|
30306
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer x
|
PART
I
|
||
Item
1
|
Business
|
4
|
Item
1A
|
Risk
Factors
|
9
|
Item
1B
|
Unresolved
Staff Comments
|
15
|
Item
2
|
Properties
|
15
|
Item
3
|
Legal
Proceedings
|
15
|
Item
4
|
Submission
of Matters to Vote of Security Holders
|
15
|
PART
II
|
||
Item
5
|
Market
for Registrant’s Common Equity and Related Shareholder
Matters
|
15
|
Item
6
|
Selected
Financial Data
|
17
|
Item
7
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
18
|
Item
7A
|
Quantitative
and Qualitative Disclosures about Market Risk
|
21
|
Item
8
|
Financial
Statements and Supplementary Data
|
21
|
Item
9
|
Changes
in and Disagreements with Accountants on Accounting or Financial
Disclosure
|
21
|
Item
9A
|
Controls
and Procedures
|
22
|
Item
9B
|
Other
Information
|
22
|
PART
III
|
||
Item
10
|
Directors,
Executive Officers and Corporate Governance
|
22
|
Item
11
|
Executive
Compensation
|
23
|
Item
12
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
|
23
|
Item
13
|
Certain
Relationships and Related Party Transactions, and Director
Independence
|
23
|
Item
14
|
Principal
Accountant Fees and Services
|
23
|
PART
IV
|
||
Item
15
|
Exhibits
and Financial Statement Schedules
|
23
|
Signatures
|
26
|
|
Exhibit
Index
|
27
|
Item
1.
|
Description
of Business
|
· |
pre-clinical
laboratory tests, in vivo pre-clinical studies and formulation studies;
|
· |
the
submission to the FDA of an Investigational New Drug Application
(IND) for
human clinical testing which must become effective before human clinical
trials can commence;
|
· |
adequate
and well-controlled human clinical trials to establish the safety
and
efficacy of the product;
|
· |
the
submission of a New Drug Application to the FDA;
and
|
· |
FDA
approval of the New Drug Application prior to any commercial sale
or
shipment of the product.
|
·
|
we
may not have enough money to develop our products and bring them
to
market;
|
·
|
we
may experience unanticipated development or marketing expenses, which
may
make it more difficult to develop our products and bring them to
market;
|
·
|
even
if we are able to develop products and bring them to market, we may
not
earn enough revenue from the sales of our products to cover the costs
of
operating our business.
|
·
|
the
efficacy and safety of our
vaccines;
|
·
|
the
time and scope of regulatory
approval;
|
·
|
reimbursement
coverage from insurance companies and
others;
|
·
|
the
price and cost-effectiveness of our products;
and
|
·
|
patent
protection.
|
·
|
stop
or delay selling, manufacturing or using products that incorporate
or are
made using the challenged intellectual
property;
|
·
|
pay
damages; or
|
·
|
enter
into licensing or royalty agreements that may not be available on
acceptable terms, if at all.
|
·
|
the
increased concentration of the ownership of our shares by a limited
number
of affiliated shareholders following the Merger may limit interest
in our
securities;
|
·
|
variations
in quarterly operating results from the expectations of securities
analysts or investors;
|
·
|
announcements
of technological innovations or new products or services by us or
our
competitors;
|
·
|
general
technological, market or economic
trends;
|
·
|
investor
perception of the industry or our
prospects;
|
·
|
investors
entering into short sale contracts;
|
·
|
regulatory
developments affecting the biopharmaceutical industry;
and
|
·
|
additions
or departures of key personnel.
|
Item
1B.
|
Unresolved
Staff Comments
|
Item
2.
|
Properties
|
Item
3
|
Legal
Proceedings
|
Item
4.
|
Submission
of Matters to Vote of Security
Holders
|
Item
5.
|
Market
for Registrant’s Common Equity and Related Shareholder Matters
|
High
|
Low
|
||||||
2007
|
|||||||
January
1 to March 23
|
$
|
0.50
|
$
|
0.18
|
|||
2006
|
|||||||
Fourth
Quarter
|
0.68
|
0.18
|
|||||
Third
Quarter
|
0.73
|
0.44
|
|||||
Second
Quarter
|
0.85
|
0.35
|
|||||
First
Quarter
|
1.23
|
0.28
|
|||||
2005
|
|||||||
Fourth
Quarter
|
0.91
|
0.47
|
|||||
Third
Quarter
|
0.51
|
0.41
|
|||||
Second
Quarter
|
0.56
|
0.24
|
|||||
First
Quarter
|
0.33
|
0.13
|
Number
of securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
|
Number
of securities
remaining
available
for
future issuance
under
equity
compensation
plans
(excluding
securities
reflected
in column (a))
|
||||
(a)
|
(b)
|
(c)
|
||||
Equity
compensation plans approved by security holders
|
36,000,000
|
$0.04
|
1,568,968
|
|||
Equity
compensation plans not approved by security holders
|
-
|
-
|
15,000,000
|
December
31,
|
||||||
2001
|
2002
|
2003
|
2004
|
2005
|
2006
|
|
GeoVax
Labs, Inc.
|
100.00
|
20.37
|
4.63
|
18.52
|
79.63
|
20.93
|
Russell
2000
|
100.00
|
79.52
|
117.09
|
138.55
|
144.86
|
171.47
|
RDG
Small Cap Biotechnology
|
100.00
|
42.79
|
68.75
|
72.42
|
64.75
|
59.28
|
Item
6.
|
Selected
Financial Data
|
2006
|
2005
|
2004
|
2003
|
2002
|
||||||||||||
Statement
of Operations Data:
|
||||||||||||||||
Total
revenues (grant income)
|
$
|
852,905
|
$
|
670,467
|
$
|
714,852
|
$
|
992,720
|
$
|
180,237
|
||||||
Net
loss
|
(584,166
|
)
|
(1,611,086
|
)
|
(2,351,828
|
)
|
(947,804
|
)
|
(618,137
|
)
|
||||||
Basic
and diluted net loss per common share
|
(0.00
|
)
|
(0.01
|
)
|
(0.01
|
)
|
(0.00
|
)
|
(0.00
|
)
|
||||||
Balance
Sheet Data:
|
||||||||||||||||
Total
assets
|
2,396,330
|
1,685,218
|
1,870,089
|
2,316,623
|
371,026
|
|||||||||||
Redeemable
convertible preferred stock
|
-
|
1,016,555
|
938,475
|
866,391
|
799,844
|
|||||||||||
Total
stockholders’ equity (deficit)
|
2,203,216
|
(500,583
|
)
|
(389,497
|
)
|
872,406
|
(639,393
|
)
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
Item
7A.
|
Quantitative
and Qualitative Disclosures about Market
Risk
|
Item
8.
|
Financial
Statements and Supplementary
Data
|
Item
9.
|
Changes
in and Disagreements with Accountants on Accounting or Financial
Disclosure
|
Item
9A.
|
Controls
and Procedures
|
·
|
Effective
with our merger with GeoVax, Inc on September 28, 2006, we adopted
GeoVax,
Inc.’s accounting policies, methods and procedures, which represented
a
significant improvement over our then existing accounting practices.
These
policies, methods and procedures were effectively implemented on
October
1, 2006.
|
·
|
Our
Board of Directors formed an Audit Committee at a meeting held in
December
2006, and appointed two members. Prior to the formation of our Audit
Committee, and subsequent to our merger with GeoVax, Inc., an independent
member of our Board provided oversight to the review process of our
third
quarter 2006 Form 10-Q, filed with the SEC in November 2006, which
included direct contact with our external
auditors.
|
Item
9B.
|
Other
Information
|
Item
10.
|
Directors,
Executive Officers and Corporate
Governance
|
Item
11.
|
Executive
Compensation
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Shareholder Matters
|
Item
13.
|
Certain
Relationships and Related Party Transactions, and Director
Independence
|
Item
14.
|
Principal
Accounting Fees and
Services
|
Item
15.
|
Exhibits
and Financial Statement
Schedules
|
(1)
|
Financial
Statements
|
Page
|
|
Reports
of Independent Registered Public Accounting Firms
|
|
Porter
Keadle Moore, LLP
|
F-2
|
Tripp,
Chafin & Causey, LLC
|
F-3
|
Consolidated
Balance Sheets as of December 31, 2006 and 2005
|
F-4
|
Consolidated
Statements of Operations for the years ended December 31, 2006, 2005
and
2004 and for the Period from Inception (June 27, 2001) to December
31,
2006
|
F-5
|
Consolidated
Statements of Stockholders’ Equity (Deficiency) for the Period from
Inception (June 27, 2001) to December 31, 2006
|
F-6
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2006, 2005
and
2004 and for the Period from Inception (June 27, 2001) to December
31,
2006
|
F-7
|
Notes
to Consolidated Financial Statements
|
F-8
|
(2)
|
Financial
Statement Schedules
|
(3)
|
Exhibits
|
(b)
|
Exhibits
|
Number
|
Description
|
2.1
|
Agreement
and Plan of Merger dated January 20, 2006 by and among GeoVax, Inc.,
GeoVax Acquisition Corp. and Dauphin Technology, Inc.
(1)
|
2.2
|
First
Amendment to Agreement and Plan of Merger
(2)
|
2.3
|
Second
Amendment to Agreement and Plan of Merger
(3)
|
3.1
|
Articles
of Incorporation (3)
|
3.2
|
Articles
of Merger, dated September 16, 1991
(3)
|
3.3
|
Bylaws,
as amended December 7, 2006
|
10.1*
|
Employment
Agreement with Donald Hildebrand
(3)
|
10.2*
|
Employment
Agreement with Andrew Kandalepas
|
10.3*
|
Employment
Agreement with Mark Reynolds
|
10.4*
|
GeoVax
Labs, Inc. 2006 Equity Incentive Plan
(4)
|
10.5
|
License
Agreement (as amended and restated) between GeoVax, Inc. and Emory
University, dated August 23, 2002
(3)
|
10.6
|
Technology
Sale and Patent License Agreement between GeoVax, Inc. and MFD, Inc.,
dated December 26, 2004 (3)
|
10.7
|
Equipment
and Ground Sublease between GeoVax, Inc. and EmTech Biotechnology
Development, Inc., dated December 1, 2001, together with amendment
dated
August 18, 2003 (3)
|
10.8
|
Equipment
and Ground Sublease Amendment dated November 22,
2006
|
14.1
|
Code
of Ethics
|
21.1
|
Subsidiaries
of the Registrant
|
23.1
|
Consent
of Tripp, Chafin and Causey LLP
|
31.1
|
Certification
pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange
Act of
1934
|
31.2
|
Certification
pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange
Act of
1934
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of
the
Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of
the
Sarbanes-Oxley Act of 2002.
|
*
|
Indicates
a management contract or compensatory plan or
arrangement
|
(1)
|
Incorporated
by reference from the registrant’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on January 24,
2006.
|
(2)
|
Incorporated
by reference from the registrant’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 13,
2006.
|
(3)
|
Incorporated
by reference from the registrant’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 4,
2006.
|
(4)
|
Incorporated
by reference from the registrant’s definitive Information Statement
(Schedule 14C) filed with the Securities and Exchange Commission
on August
18, 2006.
|
GEOVAX LABS, INC. | |
BY: /s/ Donald Hildebrand | |
Donald Hildebrand | |
President and Chief Executive Officer | |
(Principal Executive Officer) | |
Date: March 28, 2007 |
Signature
/ Name
|
Title
|
Date
|
/s/
Donald
Hildebrand
|
Director
|
March
28, 2007
|
Donald
Hildebrand
|
President
& Chief Executive Officer
|
|
(Principal
Executive Officer)
|
||
/s/
Andrew J. Kandalepas
|
Director
|
March
28, 2007
|
Andrew
J. Kandalepas
|
||
/s/
Dean
Kollintzas
|
Director
|
March
28, 2007
|
Dean
Kollintzas
|
||
/s/
Robert
McNally
|
Director
|
March
28, 2007
|
Robert
McNally
|
||
/s/
Mark
Reynolds
|
Chief
Financial Officer
|
March
28, 2007
|
Mark
Reynolds
|
(Principal
Financial and Accounting Officer)
|
|
/s/
John N. Spencer,
Jr.
|
Director
|
March
28, 2007
|
John
N. Spencer, Jr.
|
Number
|
Description
|
3.3
|
Bylaws,
as amended December 7, 2006
|
10.2*
|
Employment
Agreement with Andrew Kandalepas
|
10.3*
|
Employment
Agreement with Mark Reynolds
|
10.8
|
Equipment
and Ground Sublease Amendment dated November 22,
2006
|
14.1
|
Code
of Ethics
|
21.1
|
Subsidiaries
of the Registrant
|
23.1
|
Consent
of Tripp, Chafin and Causey LLP
|
31.1
|
Certification
pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange
Act of
1934
|
31.2
|
Certification
pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange
Act of
1934
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of
the
Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of
the
Sarbanes-Oxley Act of 2002.
|
·
|
Indicates
a management contract or compensatory plan or
arrangement
|
Reports
of Independent Registered Public Accounting Firms
|
|
Porter
Keadle Moore, LLP
|
F-2
|
Tripp,
Chafin & Causey, LLC
|
F-3
|
Consolidated
Balance Sheets as of December 31, 2006 and 2005
|
F-4
|
Consolidated
Statements of Operations for the years ended December 31, 2006, 2005
and
2004 and for the Period from Inception (June 27, 2001) to December
31,
2006
|
F-5
|
Consolidated
Statements of Stockholders’ Equity (Deficiency) for the Period from
Inception (June 27, 2001) to December 31, 2006
|
F-6
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2006, 2005
and
2004 nd for the Period from Inception (June 27, 2001) to December
31,
2006
|
F-7
|
Notes
to Consolidated Financial Statements
|
F-8
|
/s/ Porter Keadle Moore, LLP |
TRIPP,
CHAFIN & CAUSEY, LLC
Certified
Public Accountants
|
Marietta,
Georgia
|
/s/
Tripp, Chafin & Causey, LLC
|
December
31,
|
|||||||
2006
|
2005
|
||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
2,088,149
|
$
|
1,272,707
|
|||
Prepaid
expenses and other
|
38,130
|
162,831
|
|||||
Total
current assets
|
2,126,279
|
1,435,538
|
|||||
Property
and equipment, net of accumulated depreciation of $47,092 and
$22,882 at December 31, 2006 and 2005, respectively
|
104,719
|
59,463
|
|||||
Other
assets:
|
|||||||
Licenses,
net of accumulated amortization of $84,504 and $59,619 at December
31, 2006 and 2005, respectively
|
164,352
|
189,237
|
|||||
Deposits
|
980
|
980
|
|||||
Total
other assets
|
165,332
|
190,217
|
|||||
Total
assets
|
$
|
2,396,330
|
$
|
1,685,218
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIENCY)
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
83,983
|
$
|
54,641
|
|||
Accrued
salaries
|
109,131
|
124,308
|
|||||
Amounts
payable to related party
|
-
|
137,392
|
|||||
Unearned
grant revenue
|
-
|
852,905
|
|||||
Total
current liabilities
|
193,114
|
1,169,246
|
|||||
Commitments
|
|||||||
Mandatory
redeemable convertible preferred stock; no par value, 20,000,000
shares authorized at December 31, 2005; Series A, 5,987,520 shares
issued and outstanding at December 31, 2005 (Aggregate liquidation
preference $1,499,994)
|
-
|
1,016,555
|
|||||
Stockholders'
equity (deficiency):
|
|||||||
Preferred
stock, $.01 par value, 10,000,000 shares authorized; no
shares issued at December 31, 2006 and 2005,
respectively
|
-
|
-
|
|||||
Common
stock, $.001 par value, 850,000,000 shares authorized 711,167,943
and 312,789,565 shares outstanding at December
31, 2006 and 2005, respectively
|
711,168
|
312,790
|
|||||
Additional
paid-in capital
|
7,775,661
|
5,386,074
|
|||||
Stock
subscription receivable for common stock
|
-
|
(500,000
|
)
|
||||
Deficit
accumulated during the development stage
|
(6,283,613
|
)
|
(5,699,447
|
)
|
|||
Total
stockholders' equity (deficiency)
|
2,203,216
|
(500,583
|
)
|
||||
Total
liabilities and stockholders' equity (deficiency)
|
$
|
2,396,330
|
$
|
1,685,218
|
Years
Ended December 31,
|
From
Inception
(June
27, 2001) to December 31, |
||||||||||||
2006
|
2005
|
2004
|
2006
|
||||||||||
Revenue:
|
|||||||||||||
Grant
revenue
|
$
|
852,905
|
$
|
670,467
|
$
|
714,852
|
$
|
3,411,181
|
|||||
852,905
|
670,467
|
714,852
|
3,411,181
|
||||||||||
Operating
expenses:
|
|||||||||||||
Research
and development
|
665,863
|
1,640,814
|
2,566,902
|
6,993,049
|
|||||||||
General
and administrative
|
843,335
|
655,199
|
524,780
|
2,843,875
|
|||||||||
1,509,198
|
2,296,013
|
3,091,682
|
9,836,924
|
||||||||||
Loss
from operations
|
(656,293
|
)
|
(1,625,546
|
)
|
(2,376,830
|
)
|
(6,425,743
|
)
|
|||||
Other
income (expense)
|
|||||||||||||
Interest
income
|
72,127
|
16,073
|
25,002
|
147,799
|
|||||||||
Interest
expense
|
-
|
(1,613
|
)
|
-
|
(5,669
|
)
|
|||||||
72,127
|
14,460
|
25,002
|
142,130
|
||||||||||
Net
loss
|
$
|
(584,166
|
)
|
$
|
(1,611,086
|
)
|
$
|
(2,351,828
|
)
|
$
|
(6,283,613
|
)
|
|
Basic
and diluted:
|
|||||||||||||
Loss
per common share
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
$
|
(0.01
|
)
|
$
|
(0.02
|
)
|
|
Weighted
average shares
|
414,919,141
|
312,789,565
|
290,908,324
|
292,306,327
|
Common
Stock
|
Additional
Paid In
|
Stock
Subscription
|
Deficit
Accumulated during the Development
|
Total
Stockholders’Equity
|
|||||||||||||||
Shares
|
Amount
|
Capital
|
Receivable
|
Stage
|
(Deficiency)
|
||||||||||||||
Capital
contribution at inception (June 27, 2001)
|
-
|
$
|
-
|
$
|
10
|
$
|
-
|
$
|
-
|
$
|
10
|
||||||||
Net
loss for the year ended December 31, 2001
|
-
|
-
|
-
|
-
|
(170,592
|
)
|
(170,592
|
)
|
|||||||||||
Balance
at December 31, 2001
|
-
|
-
|
10
|
-
|
(170,592
|
)
|
(170,582
|
)
|
|||||||||||
Sale
of common stock for cash
|
139,497,711
|
139,498
|
(139,028
|
)
|
-
|
-
|
470
|
||||||||||||
Issuance
of common stock for technology license
|
35,226,695
|
35,227
|
113,629
|
-
|
-
|
148,856
|
|||||||||||||
Net
loss for the year ended December 31, 2002
|
-
|
-
|
-
|
-
|
(618,137
|
)
|
(618,137
|
)
|
|||||||||||
Balance
at December 31, 2002
|
174,724,406
|
174,725
|
(25,389
|
)
|
-
|
(788,729
|
)
|
(639,393
|
)
|
||||||||||
Sale
of common stock for cash
|
61,463,911
|
61,464
|
2,398,145
|
-
|
-
|
2,459,609
|
|||||||||||||
Net
loss for the year ended December 31, 2003
|
-
|
-
|
-
|
-
|
(947,804
|
)
|
(947,804
|
)
|
|||||||||||
Balance
at December 31, 2003
|
236,188,317
|
236,189
|
2,372,756
|
-
|
(1,736,533
|
)
|
872,412
|
||||||||||||
Sale
of common stock for cash and stock subscription receivable
|
74,130,250
|
74,130
|
2,915,789
|
(2,750,000
|
)
|
-
|
239,919
|
||||||||||||
Cash
payments received on stock subscription receivable
|
-
|
-
|
-
|
750,000
|
-
|
750,000
|
|||||||||||||
Issuance
of common stock for technology license
|
2,470,998
|
2,471
|
97,529
|
-
|
-
|
100,000
|
|||||||||||||
Net
loss for the year ended December 31, 2004
|
-
|
-
|
-
|
-
|
(2,351,828
|
)
|
(2,351,828
|
)
|
|||||||||||
Balance
at December 31, 2004
|
312,789,565
|
312,790
|
5,386,074
|
(2,000,000
|
)
|
(4,088,361
|
)
|
(389,497
|
)
|
||||||||||
Cash
payments received on stock subscription receivable
|
-
|
-
|
-
|
1,500,000
|
1,500,000
|
||||||||||||||
Net
loss for the year ended December 31, 2005
|
-
|
-
|
-
|
-
|
(1,611,086
|
)
|
(1,611,086
|
)
|
|||||||||||
Balance
at December 31, 2005
|
312,789,565
|
312,790
|
5,386,074
|
(500,000
|
)
|
(5,699,447
|
)
|
(500,583
|
)
|
||||||||||
Cash
payments received on stock subscription receivable
|
-
|
-
|
-
|
500,000
|
-
|
500,000
|
|||||||||||||
Conversion
of GeoVax, Inc. preferred stock to common stock in connection with
merger
|
177,542,538
|
177,543
|
897,573
|
-
|
-
|
1,075,116
|
|||||||||||||
Common
shares issued to Dauphin Technology, Inc. in the merger on September
28,
2006
|
217,994,566
|
217,994
|
1,494,855
|
-
|
-
|
1,712,849
|
|||||||||||||
Issuance
of common stock for cashless warrant exercise
|
2,841,274
|
2,841
|
(2,841
|
)
|
-
|
-
|
-
|
||||||||||||
Net
loss for the year ended December 31, 2006
|
-
|
-
|
-
|
-
|
(584,166
|
)
|
(584,166
|
)
|
|||||||||||
Balance
at December 31, 2006
|
711,167,943
|
$
|
711,168
|
$
|
7,775,661
|
$
|
-
|
$
|
(6,283,613
|
)
|
$
|
2,203,216
|
Years
Ended December 31,
|
From
Inception
(June
27, 2001) to
December
31,
|
||||||||||||
2006
|
2005
|
2004
|
2006
|
||||||||||
Cash
flows from operating activities:
|
|||||||||||||
Net
loss
|
$
|
(584,166
|
)
|
$
|
(1,611,086
|
)
|
$
|
(2,351,828
|
)
|
$
|
(6,283,613
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities
|
|||||||||||||
Depreciation
and amortization:
|
49,095
|
37,450
|
21,422
|
131,596
|
|||||||||
Accretion
of preferred stock redemption value
|
58,561
|
78,080
|
72,084
|
346,673
|
|||||||||
Changes
in assets and liabilities
|
|||||||||||||
Prepaid
expenses
|
124,701
|
(159,648
|
)
|
889
|
(38,130
|
)
|
|||||||
Deposits
|
-
|
-
|
-
|
(980
|
)
|
||||||||
Accounts
payable and accrued expenses
|
(123,227
|
)
|
(335,298
|
)
|
428,771
|
193,114
|
|||||||
Unearned
grant revenue
|
(852,905
|
)
|
183,433
|
314,519
|
-
|
||||||||
Total
adjustments
|
(743,775
|
)
|
(195,983
|
)
|
837,685
|
632,273
|
|||||||
Net
cash used in operating activities
|
(1,327,941
|
)
|
(1,807,069
|
)
|
(1,514,143
|
)
|
(5,651,340
|
)
|
|||||
Cash
flows from investing activities:
|
|||||||||||||
Purchase
of property and equipment
|
(69,466
|
)
|
(48,485
|
)
|
(7,070
|
)
|
(151,811
|
)
|
|||||
Net
cash used in investing activities
|
(69,466
|
)
|
(48,485
|
)
|
(7,070
|
)
|
(151,811
|
)
|
|||||
Cash
flows from financing activities:
|
|||||||||||||
Net
proceeds from sale of common stock
|
2,212,849
|
1,500,000
|
989,919
|
7,162,857
|
|||||||||
Net
proceeds from sale of preferred stock
|
-
|
-
|
-
|
728,443
|
|||||||||
Proceeds
from issuance of note payable
|
-
|
-
|
-
|
250,000
|
|||||||||
Repayment
of note payable
|
-
|
-
|
(250,000
|
)
|
|||||||||
Net
cash provided by financing activities
|
2,212,849
|
1,500,000
|
989,919
|
7,891,300
|
|||||||||
Net
increase (decrease) in cash and cash equivalents
|
815,442
|
(355,554
|
)
|
(531,294
|
)
|
2,088,149
|
|||||||
Cash
and cash equivalents at beginning of period
|
1,272,707
|
1,628,261
|
2,159,555
|
-
|
|||||||||
Cash
and cash equivalents at end of period
|
$
|
2,088,149
|
$
|
1,272,707
|
$
|
1,628,261
|
$
|
2,088,149
|
|||||
Supplemental
disclosure of cash flow information
|
|||||||||||||
Interest
paid
|
$
|
-
|
$
|
1,613
|
$
|
-
|
$
|
5,669
|
|||||
Supplemental
disclosure of non-cash investing and financing activities:
|
|||||||||||||
In
connection with the Merger discussed in Note 6, all of the outstanding
shares of the Company’s mandatory redeemable convertible preferred stock
were converted into shares of common stock as of September 28,
2006.
|
1.
|
Description
of Company and Nature of
Business
|
2.
|
Summary
of Significant Accounting
Policies
|
3.
|
License
Agreements
|
4.
|
Lease
Commitment
|
5.
|
Income
Taxes
|
2006
|
2005
|
||||||
Deferred
tax assets:
|
|||||||
Net
operating loss carryforward
|
$
|
22,531,019
|
$
|
2,058,324
|
|||
Research
and development credit carryforward
|
202,422
|
202,422
|
|||||
Other
|
13,600
|
-
|
|||||
Total
deferred tax assets
|
22,747,041
|
2,260,746
|
|||||
Deferred
tax liabilities
|
|||||||
Depreciation
|
6,601
|
3,520
|
|||||
Total
deferred tax liabilities
|
6,601
|
3,520
|
|||||
Net
deferred tax assets
|
22,740,440
|
2,257,226
|
|||||
Valuation
allowance
|
(22,740,440
|
)
|
(2,257,226
|
)
|
|||
|
$ | - |
$
|
-
|
2006
|
2005
|
2004
|
||||||||
U.S.
federal statutory rate applied to pretax loss
|
$
|
(198,616
|
)
|
$
|
(547,769
|
)
|
$
|
(799,622
|
)
|
|
Permanent
differences
|
22,208
|
26,976
|
24,813
|
|||||||
Research
and development credits
|
-
|
74,636
|
73,128
|
|||||||
Change
in valuation allowance (excluding impact of the Merger discussed
in Note
6)
|
176,408
|
446,157
|
701,681
|
|||||||
Reported
income tax expense
|
$
|
-
|
$
|
-
|
$
|
-
|
6.
|
Merger
and Recapitalization
|
2006
|
2005
|
||||||
Revenue
|
$
|
852,905
|
$
|
670,467
|
|||
Net
loss
|
(3,171,441
|
)
|
(2,408,816
|
)
|
|||
Net
loss per common share
|
(0.00
|
)
|
(0.00
|
)
|
7.
|
Mandatory
Redeemable Convertible Preferred
Stock
|
8.
|
Stockholders’
Equity
|
Outstanding
Options
|
Weighted
Average
Exercise
Price
|
||||||
Balance,
December 31, 2003
|
8,895,631
|
$
|
0.04
|
||||
Granted
|
27,072,367
|
0.04
|
|||||
Exercised
|
--
|
--
|
|||||
Expired
|
--
|
--
|
|||||
Forfeited
|
--
|
--
|
|||||
Balance,
December 31, 2004
|
35,967,998
|
$
|
0.04
|
||||
Granted
|
296,521
|
0.04
|
|||||
Exercised
|
--
|
--
|
|||||
Expired
|
--
|
--
|
|||||
Forfeited
|
(177,913
|
)
|
0.04
|
||||
Balance,
December 31, 2005
|
36,086,606
|
$
|
0.04
|
||||
Granted
|
--
|
--
|
|||||
Exercised
|
--
|
--
|
|||||
Expired
|
--
|
--
|
|||||
Forfeited
|
(1,655,574
|
)
|
0.04
|
||||
Balance,
December 31, 2006
|
34,431,032
|
$
|
0.04
|
||||
Exercisable,
December 31, 2006
|
34,233,341
|
$
|
0.04
|
December
31, 2006
|
|||||||
Total
Options
Outstanding
|
Options
Exercisable
|
||||||
Number
of options
|
34,431,032
|
34,233,341
|
|||||
Range
of exercise prices
|
$
|
0.04
|
$
|
0.04
|
|||
Weighted
average remaining contractual life
|
2.3
yrs
|
2.3
yrs
|
|||||
Aggregate
intrinsic value
|
$
|
6,453,737
|
$
|
6,416,269
|
Year
Ended December 31,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Weighted
average fair value of options granted during the period
|
$
|
-
|
$
|
0.01
|
$
|
0.02
|
||||
Total
fair value of options vested during the period
|
104,837
|
105,955
|
109,695
|
2006
|
2005
|
2004
|
||||
Weighted
average risk-free interest rates
|
-
|
4.0%
|
3.3%
|
|||
Expected
dividend yield
|
-
|
0.0%
|
0.0%
|
|||
Expected
life of option
|
-
|
8.0
yrs
|
5.7
yrs
|
|||
Expected
volatility
|
-
|
25%
|
25%
|
9.
|
Retirement
Plan
|
10.
|
Selected
Quarterly Financial Data
(unaudited)
|
2006
Quarter Ended
|
|||||||||||||
March
31
|
June
30
|
September
30
|
December
31
|
||||||||||
Revenue
from grants
|
$
|
-
|
$
|
478,853
|
$
|
-
|
$
|
374,052
|
|||||
Net
income (loss)
|
(432,856
|
)
|
196,163
|
(283,434
|
)
|
(64,039
|
)
|
||||||
Net
income (loss) per share
|
(0.00
|
)
|
(0.00
|
)
|
(0.00
|
)
|
(0.00
|
)
|
2005
Quarter Ended
|
|||||||||||||
March
31
|
June
30
|
September
30
|
December
31
|
||||||||||
Revenue
from grants
|
$
|
165,327
|
$
|
56,672
|
$
|
432,526
|
$
|
15,942
|
|||||
Net
income (loss)
|
(302,811
|
)
|
(569,815
|
)
|
(161,941
|
)
|
(576,519
|
)
|
|||||
Net
income (loss) per share
|
(0.00
|
)
|
(0.00
|
)
|
(0.00
|
)
|
(0.00
|
)
|
11.
|
Subsequent
Events
|
Additions
|
||||||||||||||||
Description
|
Balance
at
Beginning
Of
Period
|
Charged
to
Costs
and
Expenses
|
Charged
to
Other
Accounts
|
Deductions
|
Balance
at
End
Of
Period
|
|||||||||||
Reserve
Deducted in the Balance Sheet From the Asset to Which it
Applies:
|
||||||||||||||||
Allowance
for Deferred Tax Assets
|
||||||||||||||||
Year
ended December 31, 2006
|
$
|
2,257,226
|
$
|
20,483,214
|
$
|
-
|
$
|
-
|
$
|
22,740,440
|
||||||
Year
ended December 31, 2005
|
1,600,555
|
656,671
|
-
|
-
|
2,257,226
|
|||||||||||
Year
ended December 31, 2004
|
661,282
|
939,273
|
-
|
-
|
1,600,555
|