UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________________________________________
Date
of
Report (Date of earliest event reported): May 12, 2008
Transdel
Pharmaceuticals, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-52998
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45-0567010
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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4225
Executive Square, Suite 460
La
Jolla, CA
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92037
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (858) 457-5300
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
3.02. Unregistered Sale of Equity Securities.
On
May
12, 2008, Transdel Pharmaceuticals, Inc. (the “Company”) accepted subscriptions
for units (the “Units”) in a private placement, consisting of an aggregate of
1,818,180 shares of the Company’s common stock and five-year warrants to
purchase an aggregate of an additional 227,272 shares of the Company’s common
stock at an initial cash exercise price of $4.40 per share and an initial
cashless exercise price of $5.50 per share. The Company received gross proceeds
from such private placement in the aggregate amount of $4,000,000. There were
no
discounts or commissions paid in connection with this private
placement.
The
private placement was made solely to “accredited investors,” as that term is
defined in Regulation D under the Securities Act of 1933, as amended
(“Securities Act”). The securities sold in the private placement were not
registered under the Securities Act or the securities laws of any state, and
were offered and sold in reliance on the exemption from registration afforded
by
Section 4(2) and Regulation D (Rule 506) under the Securities Act and
corresponding provisions of state securities laws, which exempt transactions
by
an issuer not involving any public offering.
Description
of Warrants
The
warrants included in the Units may be exercised, at the option of the holder,
by
cash payment of the exercise price or by “cashless exercise.” A “cashless
exercise” means that in lieu of paying the aggregate exercise price for the
shares being purchased upon exercise of the warrants in cash, the holder will
forfeit a number of shares underlying the warrants with a “fair market value”
equal to such aggregate exercise price. The Company will not receive additional
proceeds to the extent that warrants are exercised by cashless
exercise.
The
exercise price and number of shares of common stock issuable on exercise of
the
warrants may be adjusted in certain circumstances, including a recapitalization,
reclassification, merger or consolidation of the Company.
The
foregoing is not a complete summary of the terms of the private placement
described in this Item 3.02, and reference is made to the complete text of
the
Form of Subscription Agreement and Form of Subscriber Warrant attached hereto
as
Exhibits 10.1 and 10.2, respectively.
Item
8.01. Other Events.
On
May
15, 2008, the Company issued a press release announcing the closing of a private
placement of its common stock and warrants. A copy of the press release is
attached hereto as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
exhibits listed in the following Exhibit Index were filed as exhibits to the
Form 8-K.
Exhibit
No.
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Description
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10.1
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Form
of Subscription Agreement
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10.2
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Form
of Warrant for Subscribers
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99.1
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Press
Release dated May 15, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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Transdel
Pharmaceuticals, Inc.
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Date:
May 15, 2008
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By:
/s/
John T. Lomoro
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John
T. Lomoro
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Form
of Subscription Agreement
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10.2
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Form
of Warrant for Subscribers
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99.1
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Press
Release dated May 15, 2008
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SUBSCRIPTION
AGREEMENT
SUBSCRIPTION
AGREEMENT
made as
of this ___ day of ____________, 2008, between Transdel Pharmaceuticals, Inc.,
a
Delaware corporation (the “Company”),
and
the undersigned (the “Subscriber”).
WHEREAS,
the
Company is offering in a private placement to accredited investors Units at
a
purchase price of $110,000 per Unit for an aggregate purchase price of
$4,000,000 (the “Offering”).
Each
Unit consists of 50,000 shares of the Company’s common stock, par value $0.001
per share (the “Common
Stock”),
and a
five-year, redeemable warrant to purchase 6,250 shares of Common Stock at a
cash
exercise price of $4.40 per share and a cashless exercise price of $5.50 per
share (the “Warrants”).
As
used herein, the term “Units” means such Units, and all Common Stock and
Warrants underlying the Units), and
WHEREAS,
the
Subscriber desires to subscribe for the number of Units set forth on the
signature page hereof, on the terms and conditions hereinafter set
forth.
NOW,
THEREFORE,
for and
in consideration of the premises and the mutual covenants hereinafter set forth,
the parties hereto do hereby agree as follows:
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I.
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SUBSCRIPTION
FOR AND REPRESENTATIONS AND COVENANTS OF
SUBSCRIBER
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1.1 Subject
to the terms and conditions hereinafter set forth, the Subscriber hereby
subscribes for and agrees to purchase from the Company such number of Units
set
forth upon the signature page hereof, at a price equal to $110,000 per Unit,
and
the Company agrees to sell such to the Subscriber for said purchase price,
subject to the Company’s right to sell to the Subscriber such lesser number of
(or no) Units as the Company may, in its sole discretion, deem necessary or
desirable. The purchase price is payable by wire transfer of immediately
available funds, pursuant to the wire instructions attached as Exhibit
A
to this
Subscription Agreement.
1.2 The
Subscriber recognizes that the purchase of Units involves a high degree of
risk
in that (i) an investment in the Company is highly speculative and only
investors who can afford the loss of their entire investment should consider
investing in the Company and the Units; (ii) the Units are not registered under
the Securities Act of 1933, as amended (the “Act”),
or
any state securities law; (iii) there is no trading market for the Units, none
is likely ever to develop, and the Subscriber may not be able to liquidate
his,
her or its investment; (iv) transferability of the Units is extremely limited;
and (v) an investor could suffer the loss of his, her or its entire
investment.
1.3 The
Subscriber is an “accredited investor,” as such term in defined in Rule 501 of
Regulation D promulgated under the Act, and the Subscriber is able to bear
the
economic risk of an investment in the Units.
1.4 The
Subscriber has prior investment experience (including investment in non-listed
and non-registered securities), and has read and evaluated, or has employed
the
services of an investment advisor, attorney or accountant to read and evaluate,
all of the documents furnished or made available by the Company to the
Subscriber and to all other prospective investors in the Units, as well as
the
merits and risks of such an investment by the Subscriber. The Subscriber’s
overall commitment to investments which are not readily marketable is not
disproportionate to the Subscriber’s net worth, and the Subscriber’s investment
in the Units will not cause such overall commitment to become excessive. The
Subscriber, if an individual, has adequate means of providing for his or her
current needs and personal and family contingencies and has no need for
liquidity in his or her investment in the Units. The Subscriber is financially
able to bear the economic risk of this investment, including the ability to
afford holding the Units for an indefinite period or a complete loss of this
investment.
1.5 The
Subscriber acknowledges receipt and careful review of all documents furnished
in
connection with this transaction by the Company (collectively, the “Offering
Documents”)
and
has been furnished or made available by the Company during the course of this
transaction with all public information regarding the Company which the
Subscriber has requested or desires to know; and the Subscriber has been
afforded the opportunity to ask questions of and receive answers from duly
authorized officers or other representatives of the Company concerning the
terms
and conditions of the Offering, and any additional information which the
Subscriber has requested.
1.6 The
Subscriber acknowledges that the purchase of the Units may involve tax
consequences to the Subscriber and that the contents of the Offering Documents
do not contain tax advice. The Subscriber acknowledges that the Subscriber
must
retain his, her or its own professional advisors to evaluate the tax and other
consequences to the Subscriber of an investment in the Units. The Subscriber
acknowledges that it is the responsibility of the Subscriber to determine the
appropriateness and the merits of a corporate entity to own the Subscriber’s
Units and the corporate structure of such entity.
1.7 The
Subscriber acknowledges that this Offering has not been reviewed by the
Securities and Exchange Commission (the “SEC”)
or any
state securities commission, and that no federal or state agency has made any
finding or determination regarding the fairness or merits of the Offering.
The
Subscriber represents that the Units are being purchased for his, her or its
own
account, for investment only, and not with a view toward distribution or resale
to others. The Subscriber agrees that he, she or it will not sell or otherwise
transfer the Units unless they are registered under the Act or unless an
exemption from such registration is available.
1.8 The
Subscriber understands that the provisions of Rule 144 under the Act are not
available for at least six (6) months to permit resales of the Units or the
Common Stock and Warrants comprising the Units and even though the Company
will
use its best efforts to comply with the conditions for compliance with Rule
144,
there can be no assurance that the conditions necessary to permit such sales
under Rule 144 will be satisfied. The Subscriber understands that, except as
set
forth in the immediately preceding sentence, the Company is under no obligation
to comply with the conditions of Rule 144 or take any other action necessary
in
order to make available any exemption from registration for the sale of the
Units or the Common Stock and Warrants comprising the Units.
1.9 The
Subscriber understands that the Units have not been registered under the Act
by
reason of a claimed exemption under the provisions of the Act which depends,
in
part, upon his, her or its investment intention. In this connection, the
Subscriber understands that it is the position of the SEC that the statutory
basis for such exemption would not be present if his, her or its representation
merely meant that his, her or its present intention was to hold such securities
for a short period, such as the capital gains period of tax statutes, for a
deferred sale, for a market rise or for any other fixed period. The Subscriber
realizes that, in the view of the SEC, a purchase now with an intent to resell
would represent a purchase with an intent inconsistent with his, her or its
representation to the Company and the SEC might regard such a sale or
disposition as a deferred sale, for which such exemption is not
available.
1.10 The
Subscriber agrees to indemnify and hold the Company, its directors, officers
and
controlling persons and their respective heirs, representatives, successors
and
assigns harmless against all liabilities, costs and expenses incurred by them
as
a result of any misrepresentation made by the Subscriber contained herein or
any
sale or distribution by the Subscriber in violation of the Act (including,
without limitation, the rules promulgated thereunder), any state securities
laws, or the Company’s Certificate of Incorporation or By-laws, as amended from
time to time.
1.11 The
Subscriber consents to the placement of a legend on any certificate or other
document evidencing the Common Stock or the Warrants stating that such
securities have not been registered under the Act and setting forth or referring
to the restrictions on transferability and sale thereof. Assuming the Company
is
in compliance with its obligations under Rule 144 (and the Subscriber is in
compliance with its obligations under Rule 144) after the 6 month period noted
in Section 1.8, the Company will coordinate to have a legal opinion issued
that
will facilitate the removal of the restrictive legend on the securities to
allow
for the transferability and sale of the securities.
1.12 The
Subscriber understands that the Company will review and rely on this
Subscription Agreement without making any independent investigation; and it
is
agreed that the Company reserves the unrestricted right to reject or limit
any
subscription and to withdraw the Offering at any time.
1.13 The
Subscriber hereby represents that the address of the Subscriber furnished at
the
end of this Subscription Agreement is the undersigned’s principal residence, if
the Subscriber is an individual, or its principal business address if it is
a
corporation or other entity.
1.14 The
Subscriber acknowledges that if the Subscriber is a Registered Representative
of
a National Association of Securities Dealers, Inc. (“NASD”)
member
firm, the Subscriber must give such firm the notice required by the NASD’s
Conduct Rules, receipt of which must be acknowledged by such firm on the
signature page hereof.
1.15 The
Subscriber hereby acknowledges that neither the Company nor any persons
associated with the Company who may provide assistance or advice in connection
with the Offering (other than the placement agent, if one is engaged by the
Company) are or are expected to be members or associated persons of members
of
the NASD or registered broker-dealers under any federal or state securities
laws.
1.16 The
Subscriber hereby represents that, except as expressly set forth in the Offering
Documents, no representations or warranties have been made to the Subscriber
by
the Company or any agent, employee or affiliate of the Company and, in entering
into this transaction, the Subscriber is not relying on any information other
than that contained in the Offering Documents and the results of independent
investigation by the Subscriber.
1.17 All
information provided by the Subscriber in the Investor Questionnaire attached
as
Exhibit
B
to this
Subscription Agreement is true and accurate in all respects, and the Subscriber
acknowledges that the Company will be relying on such information to its
possible detriment in deciding whether the Company can sell these securities
to
the Subscriber without giving rise to the loss of the exemption from
registration under applicable securities laws.
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II.
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REPRESENTATIONS
BY
THE COMPANY
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The
Company represents and warrants to the Subscriber that as of the date of the
closing of this Offering (the “Closing
Date”):
(a) The
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware and has the corporate power
to
conduct the business which it conducts and proposes to conduct.
(b) The
execution, delivery and performance of this Subscription Agreement by the
Company have been duly authorized by the Company and all other corporate action
required to authorize and consummate the offer and sale of the Units has been
duly taken and approved.
(c) The
Units
and the underlying Common Stock have been duly and validly authorized and
issued.
(d) The
Company is not in violation of or default under, nor will the execution and
delivery of this Subscription Agreement or the issuance of the Common Stock,
or
the consummation of the transactions herein contemplated, result in a violation
of, or constitute a default under, the Company’s Certificate of Incorporation or
By-laws, any material obligations, agreements, covenants or conditions contained
in any bond, debenture, note or other evidence of indebtedness or in any
material contract, indenture, mortgage, loan agreement, lease, joint venture
or
other agreement or instrument to which the Company is a party or by which it
or
any of its properties may be bound or any material order, rule, regulation,
writ, injunction, or decree of any government, governmental instrumentality
or
court, domestic or foreign.
(e) The
Company is subject to, and in full compliance with, the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”).
The
Company has made available to each Subscriber through the EDGAR system true
and
complete copies of the Company’s Annual and Quarterly Reports on Form 10-KSB and
10-QSB, respectively, and each of the Company’s Current Reports on Form 8-K
(collectively, the “SEC
Filings”),
and
all such SEC Filings are incorporated herein by reference. The SEC Filings,
including the financial statements included therein, when they were filed with
the SEC (or, if any amendment with respect to any such document was filed,
when
such amendment was filed), complied in all material respects with the applicable
requirements of the Exchange Act and the rules and regulations thereunder and
did not, as of such date, contain an untrue statement of a material fact or
omit
to state a material fact required to be stated therein or necessary in order
to
make the statements therein, in the light of the circumstances under which
they
were made, not misleading.
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III.
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TERMS
OF SUBSCRIPTION
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3.1 The
Subscriber has effected a wire transfer in the full amount of the purchase
price
for the Units to the Company in accordance with the wire instructions attached
as Exhibit
A
to this
Subscription Agreement.
3.2 The
Subscriber hereby authorizes and directs the Company to deliver any certificates
or other written instruments representing the Units to be issued to such
Subscriber pursuant to this Subscription Agreement to the address indicated
on
the signature page hereof.
3.3 If
the
Subscriber is not a United States person, such Subscriber shall immediately
notify the Company and the Subscriber hereby represents that the Subscriber
is
satisfied as to the full observance of the laws of its jurisdiction in
connection with any invitation to subscribe for the Units or any use of this
Subscription Agreement, including (i) the legal requirements within its
jurisdiction for the purchase of the Units, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other
consents that may need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase, holding, redemption,
sale or transfer of the Units. Such Subscriber’s subscription and payment for,
and continued beneficial ownership of, the Units will not violate any applicable
securities or other laws of the Subscriber’s jurisdiction.
4.1 Any
notice or other communication given hereunder shall be deemed sufficient if
in
writing and sent by reputable overnight courier, facsimile (with receipt of
confirmation) or registered or certified mail, return receipt requested,
addressed to the Company, 4225 Executive Square, Suite 460, La Jolla,
California, 92037, Attention: Chief Financial Officer, facsimile: (858)
457-5308, and to the Subscriber at the address or facsimile number indicated
on
the signature page hereof. Notices shall be deemed to have been given on the
date when mailed or sent by facsimile transmission or overnight courier, except
notices of change of address, which shall be deemed to have been given when
received.
4.2 This
Subscription Agreement shall not be changed, modified or amended except by
a
writing signed by both (a) the Company and (b) subscribers in the Offering
holding a majority of the Units issued in the Offering.
4.3 This
Subscription Agreement shall be binding upon and inure to the benefit of the
parties hereto and to their respective heirs, legal representatives, successors
and assigns. This Subscription Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges
and
supersedes all prior discussions, agreements and understandings of any and
every
nature among them.
4.4 Notwithstanding
the place where this Subscription Agreement may be executed by any of the
parties hereto, the parties expressly agree that all the terms and provisions
hereof shall be construed in accordance with and governed by the laws of the
State of Delaware. The parties hereby agree that any dispute which may arise
between them arising out of or in connection with this Subscription Agreement
shall be adjudicated only before a Federal court located in Kent County, State
of Delaware and they hereby submit to the exclusive jurisdiction of the federal
courts located in Kent County, State of Delaware with respect to any action
or
legal proceeding commenced by any party, and irrevocably waive any objection
they now or hereafter may have respecting the venue of any such action or
proceeding brought in such a court or respecting the fact that such court is
an
inconvenient forum, relating to or arising out of this Subscription Agreement
or
any acts or omissions relating to the sale of the securities hereunder, and
consent to the service of process in any such action or legal proceeding by
means of registered or certified mail, return receipt requested, in care of
the
address set forth below or such other address as the undersigned shall furnish
in writing to the other. The parties further agree that in the event of any
dispute, action, suit or other proceeding arising out of or in connection with
this Subscription Agreement or other matters related to this subscription
brought by a Subscriber (or transferee), the Company (and each other defendant)
shall recover all of such party’s attorneys’ fees and costs incurred in each and
every action, suit or other proceeding, including any and all appeals or
petitions therefrom. As used herein, attorney’s fees shall be deemed to mean the
full and actual costs of any investigation and of legal services actually
performed in connection with the matters involved, calculated on the basis
of
the usual fee charged by the attorneys performing such services.
4.5 This
Subscription Agreement may be executed in counterparts. Upon the execution
and
delivery of this Subscription Agreement by the Subscriber, this Subscription
Agreement shall become a binding obligation of the Subscriber with respect
to
the purchase of Units as herein provided; subject, however, to the right hereby
reserved by the Company to (i) enter into the same agreements with other
subscribers, (ii) add and/or delete other persons as subscribers and (iii)
reduce the amount of or reject any subscription.
4.6 The
holding of any provision of this Subscription Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Subscription Agreement, which shall remain in full force
and
effect.
4.7 It
is
agreed that a waiver by either party of a breach of any provision of this
Subscription Agreement shall not operate or be construed as a waiver of any
subsequent breach by that same party.
4.8 The
parties agree to execute and deliver all such further documents, agreements
and
instruments and take such other and further actions as may be necessary or
appropriate to carry out the purposes and intent of this Subscription
Agreement.
[Signature
Pages Follow]
IN
WITNESS WHEREOF,
the
parties have executed this Subscription Agreement as of the day and year first
written above.
__________________________
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X
$110,000 for each Unit
|
=
$_____________________.
|
Number
of Units subscribed for
|
|
Aggregate
Purchase Price
|
Manner
in which Title is to be held (Please Check One):
1.
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___
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Individual
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7.
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___
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Trust/Estate/Pension
or Profit Sharing Plan
Date
Opened:______________
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2.
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___
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Joint
Tenants with Right of Survivorship
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8.
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___
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As
a Custodian for
________________________________
Under
the Uniform Gift to Minors Act of the State of
________________________________
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3.
|
___
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Community
Property
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9.
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___
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Married
with Separate Property
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4.
|
___
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Tenants
in Common
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10.
|
___
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Keogh
|
5.
|
___
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Corporation/Partnership/
Limited Liability Company
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11.
|
___
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Tenants
by the Entirety
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6.
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___
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IRA
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12.
|
___
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Foundation
described in Section 501(c)(3) of the Internal Revenue Code of 1986,
as
amended.
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IF
MORE THAN ONE SUBSCRIBER,
EACH SUBSCRIBER MUST SIGN:
· INDIVIDUAL
SUBSCRIBERS MUST COMPLETE PAGE 8
· SUBSCRIBERS
WHICH ARE ENTITIES MUST COMPLETE PAGE 9
EXECUTION
BY NATURAL PERSONS
_____________________________________________________________________________
Exact
Name in Which Title is to be Held
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Name
(Please Print)
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Name
of Additional Subscriber
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Residence:
Number and Street
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Address
of Additional Subscriber
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City,
State and Zip Code
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City,
State and Zip Code
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Social
Security Number
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Social
Security Number
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Telephone
Number
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Telephone
Number
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Fax
Number (if available)
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Fax
Number (if available)
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E-Mail
(if available)
|
|
E-Mail
(if available)
|
(Signature)
|
|
(Signature
of Additional Subscriber)
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ACCEPTED
this ___ day of _________ 2008, on behalf of Transdel Pharmaceuticals,
Inc.
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By:_______________________
Name:
Juliet Singh, Ph.D.
Title:
Chief Executive Officer
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EXECUTION
BY SUBSCRIBER WHICH IS AN ENTITY
(Corporation,
Partnership, Trust, Etc.)
____________________________________________________________________________
Name
of Entity (Please Print)
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Date
of Incorporation or Organization:
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State
of Principal Office:
|
Federal
Taxpayer Identification Number:
____________________________________________
Office
Address
____________________________________________
City,
State and Zip Code
____________________________________________
Telephone
Number
____________________________________________
Fax
Number (if available)
____________________________________________
E-Mail
(if available)
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[seal]
Attest:
(If
Entity is a Corporation)
|
By: _______________________
Name:
Title:
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*If
Subscriber is a Registered Representative with an NASD member firm,
have
the following acknowledgement signed by the appropriate
party:
|
|
The
undersigned NASD member firm acknowledges receipt of the
notice
required
by Rule 3050 of the NASD
Conduct
Rules
|
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Name
of NASD Firm
|
ACCEPTED
this ____ day of __________ 2008, on behalf of Transdel Pharmaceuticals,
Inc.
|
By:
_______________________
Name:
Title:
|
By:
_______________________
Name:
Juliet Singh, Ph.D.
Title:
Chief Executive Officer
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WARRANT
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|
NO.
TPIX - ___
|
TRANSDEL
PHARMACEUTICALS, INC.
|
________
Shares
|
|
|
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WARRANT
TO PURCHASE COMMON STOCK
VOID
AFTER 5:30 P.M., EASTERN
TIME,
ON THE EXPIRATION DATE
THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT
BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS
THEREFROM.
FOR
VALUE
RECEIVED, TRANSDEL PHARMACEUTICALS, INC., a Delaware corporation (the
“Company”),
hereby agrees to sell upon the terms and on the conditions hereinafter set
forth, but no later than 5:30 p.m., Eastern Time, on the Expiration Date (as
hereinafter defined) to ________________
or
registered assigns (the “Holder”),
under
the terms as hereinafter set forth, __________________
(_____________)
fully
paid and non-assessable shares of the Company’s Common Stock, par value $0.001
per share (the “Warrant
Stock”),
at a
cash purchase price of FOUR DOLLARS AND FORTY CENTS ($4.40) per share (the
“Cash
Warrant Price”)
or a
cashless purchase price of FIVE DOLLARS AND FIFTY CENTS ($5.50) per share (the
“Cashless
Warrant Price”),
pursuant to this warrant (this “Warrant”).
The
number of shares of Warrant Stock to be so issued and each Warrant Price are
subject to adjustment in certain events as hereinafter set forth. The term
“Common
Stock”
shall
mean, when used herein, unless the context otherwise requires, the stock and
other securities and property at the time receivable upon the exercise of this
Warrant.
1. Exercise
of Warrant.
a. The
Holder may exercise this Warrant according to its terms by (i) surrendering
this
Warrant, properly endorsed, to the Company at the address set forth in Section
10, (ii) delivering the subscription form attached hereto to the Company, duly
executed by the Holder, and (iii) payment of the purchase price being made
to
the Company for the number of shares of the Warrant Stock specified in the
subscription form, or as otherwise provided in this Warrant, prior to 5:30
p.m.,
Eastern Time, on __________________, 2013 (the
“Expiration
Date”).
Such
exercise shall be effected by the surrender of the Warrant, together with a
duly
executed copy of the Form of Exercise attached hereto, to Company at its
principal office and (i) the payment to the Company of an amount equal to the
aggregate Cash Warrant Price for the number of shares of Warrant Stock being
purchased in cash, certified check or bank draft or (ii) by surrendering such
number of shares of Warrant Stock received upon exercise of this Warrant with
a
Fair Market Value (as defined below) equal to the aggregate Cashless Warrant
Price for the Warrant Stock being purchased (a “Cashless
Exercise”).
b. If
the
Holder elects the Cashless Exercise method of payment, the Company shall
issue
to the Holder a number of shares of Warrant Stock determined in accordance
with
the following formula:
X
= Y(A
-
B)
A
with: X
=
the
number of shares of Warrant Stock to be issued to the Holder;
Y
= the
number of shares of Warrant Stock with respect to which the Warrant is being
exercised;
A
= the
fair
value per share of Common
Stock on
the
date of exercise of this Warrant;
and
B
= the
then-current Cashless Warrant Price of
the
Warrant
For
the
purposes of this Section 1, “Fair Market Value” per share of Common Stock shall
mean (A) the average of the closing sales prices, as quoted on the primary
national or regional stock exchange on which the Common Stock is listed,
or,
if not
listed,
the OTC
Bulletin Board if quoted thereon, on the ten
(10)
trading
days immediately preceding the date on which the notice of exercise is deemed
to
have been sent to the Company, or (B) if the Common Stock is not publicly
traded
as set forth above, as reasonably and in good faith determined by the Board
of
Directors of the Company as of the date which the notice of exercise is deemed
to have been sent to the Company.
c. This
Warrant may be exercised in whole or in part so long as any exercise in part
hereof would not involve the issuance of fractional shares of Warrant Stock.
If
exercised in part, the Company shall deliver to the Holder a new Warrant,
identical in form, in the name of the Holder, evidencing the right to purchase
the number of shares of Warrant Stock as to which this Warrant has not been
exercised, which new Warrant shall be signed by the Chairman, Chief Executive
Officer or President of the Company. The term Warrant as used herein shall
include any subsequent Warrant issued as provided herein.
d. No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant. The Company shall pay cash in lieu of fractions
with respect to the Warrants based upon the fair market value of such fractional
shares of Common Stock (which shall be the closing price of such shares on
the
exchange or market on which the Common Stock is then traded) at the time of
exercise of this Warrant.
e. In
the
event of any exercise of the rights represented by this Warrant, a certificate
or certificates for the Warrant Stock so purchased, registered in the name
of
the Holder, shall be delivered to the Holder within a reasonable time after
such
rights shall have been so exercised. The person or entity in whose name any
certificate for the Warrant Stock is issued upon exercise of the rights
represented by this Warrant shall for all purposes be deemed to have become
the
holder of record of such shares immediately prior to the close of business
on
the date on which the Warrant was surrendered and payment of the Cash Warrant
Price or the Cashless Warrant Price, as the case may be, and any applicable
taxes was made, irrespective of the date of delivery of such certificate, except
that, if the date of such surrender and payment is a date when the stock
transfer books of the Company are closed, such person shall be deemed to have
become the holder of such shares at the opening of business on the next
succeeding date on which the stock transfer books are open. The Company shall
pay any and all documentary stamp or similar issue or transfer taxes payable
in
respect of the issue or delivery of shares of Common Stock on exercise of this
Warrant.
2. Disposition
of Warrant Stock and Warrant.
a. The
Holder hereby acknowledges that this Warrant and any Warrant Stock purchased
pursuant hereto are, as of the date hereof, not registered: (i) under the
Securities Act of 1933, as amended (the “Act”),
on
the ground that the issuance of this Warrant is exempt from registration under
Section 4(2) of the Act as not involving any public offering or (ii) under
any
applicable state securities law because the issuance of this Warrant does not
involve any public offering; and that the Company’s reliance on the Section 4(2)
exemption of the Act and under applicable state securities laws is predicated
in
part on the representations hereby made to the Company by the Holder that it
is
acquiring this Warrant and will acquire the Warrant Stock for investment for
its
own account, with no present intention of dividing its participation with others
or reselling or otherwise distributing the same, subject, nevertheless, to
any
requirement of law that the disposition of its property shall at all times
be
within its control.
The
Holder hereby agrees that it will not sell or transfer all or any part of this
Warrant and/or Warrant Stock unless and until it shall first have given notice
to the Company describing such sale or transfer and furnished to the Company
either (i) an opinion, reasonably satisfactory to counsel for the Company,
of
counsel (skilled in securities matters, selected by the Holder and reasonably
satisfactory to the Company) to the effect that the proposed sale or transfer
may be made without registration under the Act and without registration or
qualification under any state law, or (ii) an interpretative letter from the
Securities and Exchange Commission to the effect that no enforcement action
will
be recommended if the proposed sale or transfer is made without registration
under the Act.
b. If,
at
the time of issuance of the shares issuable upon exercise of this Warrant,
no
registration statement is in effect with respect to such shares under applicable
provisions of the Act, the Company may at its election require that the Holder
provide the Company with written reconfirmation of the Holder’s investment
intent and that any stock certificate delivered to the Holder of a surrendered
Warrant shall bear legends reading substantially as follows:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
OF
THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.”
In
addition, so long as the foregoing legend may remain on any stock certificate
delivered to the Holder, the Company may maintain appropriate “stop transfer”
orders with respect to such certificates and the shares represented thereby
on
its books and records and with those to whom it may delegate registrar and
transfer functions.
3. Reservation
of Shares.
The
Company hereby agrees that at all times there shall be reserved for issuance
upon the exercise of this Warrant such number of shares of its Common Stock
as
shall be required for issuance upon exercise of this Warrant. The Company
further agrees that all shares which may be issued upon the exercise of the
rights represented by this Warrant will be duly authorized and will, upon
issuance and against payment of the exercise price, be validly issued, fully
paid and non-assessable, free from all taxes, liens, charges and preemptive
rights with respect to the issuance thereof, other than taxes, if any, in
respect of any transfer occurring contemporaneously with such issuance and
other
than transfer restrictions imposed by federal and state securities
laws.
4. Exchange,
Transfer or Assignment of Warrant.
This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other Warrants of different denominations, entitling
the Holder or Holders thereof to purchase in the aggregate the same number
of
shares of Common Stock purchasable hereunder. Upon surrender of this Warrant
to
the Company or at the office of its stock transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment
and
this Warrant shall promptly be canceled. This Warrant may be divided or combined
with other Warrants that carry the same rights upon presentation hereof at
the
office of the Company or at the office of its stock transfer agent, if any,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued and signed by the Holder hereof.
5. Capital
Adjustments.
This
Warrant is subject to the following further provisions:
a. If
any
recapitalization of the Company or reclassification of its Common Stock or
any merger or consolidation of the Company into or with a corporation or other
business entity, or the sale or transfer of all or substantially all of the
Company’s assets or of any successor corporation’s assets to any other
corporation or business entity (any such corporation or other business entity
being included within the meaning of the term “successor corporation”) shall be
effected, at any time while this Warrant remains outstanding and unexpired,
then, as a condition of such recapitalization, reclassification, merger,
consolidation, sale or transfer, lawful and adequate provision shall be made
whereby the Holder of this Warrant thereafter shall have the right to receive
upon the exercise hereof as provided in Section 1 and in lieu of the shares
of
Common Stock immediately theretofore issuable upon the exercise of this Warrant,
such shares of capital stock, securities or other property as may be issued
or
payable with respect to or in exchange for a number of outstanding shares of
Common Stock equal to the number of shares of Common Stock immediately
theretofore issuable upon the exercise of this Warrant had such
recapitalization, reclassification, merger, consolidation, sale or transfer
not
taken place, and in each such case, the terms of this Warrant shall be
applicable to the shares of stock or other securities or property receivable
upon the exercise of this Warrant after such consummation.
b. If
the
Company at any time while this Warrant remains outstanding and unexpired shall
subdivide or combine its Common Stock, the number of shares of Warrant Stock
purchasable upon exercise of this Warrant and each Warrant Price shall be
proportionately adjusted.
c. If
the
Company at any time while this Warrant is outstanding and unexpired shall issue
or pay the holders of its Common Stock, or take a record of the holders of
its
Common Stock for the purpose of entitling them to receive, a dividend payable
in, or other distribution of, Common Stock, then (i) each Warrant Price shall
be
adjusted in accordance with Section 5(e) and (ii) the number of shares of
Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to
the
number of shares of Common Stock that the Holder would have owned immediately
following such action had this Warrant been exercised immediately prior
thereto.
d. If
the
Company shall at any time after the date of issuance of this Warrant distribute
to all holders of its Common Stock any shares of capital stock of the Company
(other than Common Stock) or evidences of its indebtedness or assets (excluding
cash dividends or distributions paid from retained earnings or current year’s or
prior year’s earnings of the Company) or rights or warrants to subscribe for or
purchase any of its securities (excluding those referred to in the immediately
preceding paragraph) (any of the foregoing being hereinafter in this paragraph
called the “Securities”),
then
in each such case, the Company shall reserve shares or other units of such
securities for distribution to the Holder upon exercise of this Warrant so
that,
in addition to the shares of the Common Stock to which such Holder is entitled,
such Holder will receive upon such exercise the amount and kind of such
Securities which such Holder would have received if the Holder had, immediately
prior to the record date for the distribution of the Securities, exercised
this
Warrant.
e. Except
as
otherwise provided herein, whenever the number of shares of Warrant Stock
purchasable upon exercise of this Warrant is adjusted, as herein provided,
each
Warrant Price payable upon the exercise of this Warrant shall be adjusted to
that price determined by multiplying such Warrant Price immediately prior to
such adjustment by a fraction (i) the numerator of which shall be the number
of
shares of Warrant Stock purchasable upon exercise of this Warrant immediately
prior to such adjustment, and (ii) the denominator of which shall be the number
of shares of Warrant Stock purchasable upon exercise of this Warrant immediately
thereafter.
f. The
number of shares of Common Stock outstanding at any given time for purposes
of
the adjustments set forth in this Section 5 shall exclude any shares then
directly or indirectly held in the treasury of the Company.
g. The
Company shall not be required to make any adjustment pursuant to this Section
5
if the amount of such adjustment would be less than one percent (1%) of both
Warrant Prices in effect immediately before the event that would otherwise
have
given rise to such adjustment. In such case, however, any adjustment that would
otherwise have been required to be made shall be made at the time of and
together with the next subsequent adjustment which, together with any adjustment
or adjustments so carried forward, shall amount to not less than one percent
(1%) of both Warrant Prices in effect immediately before the event giving rise
to such next subsequent adjustment.
h. Following
each computation or readjustment as provided in this Section 5, each new
adjusted Warrant Price and number of shares of Warrant Stock purchasable upon
exercise of this Warrant shall remain in effect until a further computation
or
readjustment thereof is required.
6. Redemption.
This
Warrant may be redeemed prior to the Expiration Date, at the option of the
Company, at a price of $0.001 per share of Warrant Stock (“Redemption
Price”),
upon
not less than 10 days prior written notice (“Redemption
Period”)
to
Holder notifying Holder of the Company’s intent to exercise such right and
setting forth a time and date for such redemption; provided,
however,
that no
redemption under this Section 6 may occur unless (i) the Company’s Common Stock
has had a closing sales price greater than $7.50 per share for twenty (20)
consecutive trading days and (ii) at the date of redemption notice and during
the entire Redemption Period there is an effective registration statement
covering the resale of the Warrant Stock. This Warrant may be exercised by
Holder, for cash, at any time after notice of redemption has been given by
the
Company and prior to the time and date fixed for redemption. On and after the
redemption date, the Holder shall have no further rights except to receive,
upon
surrender of this Warrant, the Redemption Price.
7. Notice
to Holders.
a. In
case:
(i) the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time receivable upon the exercise of this Warrant) for
the
purpose of entitling them to receive any dividend (other than a cash dividend
payable out of earned surplus of the Company) or other distribution, or any
right to subscribe for or purchase any shares of stock of any class or any
other
securities, or to receive any other right;
(ii) of
any
capital reorganization of the Company, any reclassification of the capital
stock
of the Company, any consolidation with or merger of the Company into another
corporation, or any conveyance of all or substantially all of the assets of
the
Company to another corporation; or
(iii) of
any
voluntary dissolution, liquidation or winding-up of the Company;
then,
and
in each such case, the Company will mail or cause to be mailed to the Holder
hereof at the time outstanding a notice specifying, as the case may be, (i)
the
date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation
or
winding-up is to take place, and the time, if any, is to be fixed, as of which
the holders of record of Common Stock (or such stock or securities at the
time receivable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution or winding-up. Such notice shall
be mailed at least thirty (30) days prior to the record date therein specified,
or if no record date shall have been specified therein, at least thirty (30)
days prior to such specified date, provided, however, failure to provide any
such notice shall not affect the validity of such transaction.
b. Whenever
any adjustment shall be made pursuant to Section 5 hereof, the Company shall
promptly make a certificate signed by its Chairman, Chief Executive Officer,
President, Vice President, Chief Financial Officer or Treasurer, setting forth
in reasonable detail the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated and each Warrant
Price and number of shares of Warrant Stock purchasable upon exercise of
this Warrant after giving effect to such adjustment, and shall promptly cause
copies of such certificates to be mailed (by first class mail, postage prepaid)
to the Holder of this Warrant.
8. Loss,
Theft, Destruction or Mutilation.
Upon
receipt by the Company of evidence satisfactory to it, in the exercise of its
reasonable discretion, of the ownership and the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction,
of
indemnity reasonably satisfactory to the Company and, in the case of mutilation,
upon surrender and cancellation thereof, the Company will execute and deliver
in
lieu thereof, without expense to the Holder, a new Warrant of like tenor dated
the date hereof.
9. Warrant
Holder Not a Stockholder.
The
Holder of this Warrant, as such, shall not be entitled by reason of this Warrant
to any rights whatsoever as a stockholder of the Company.
10. Notices.
Any
notice required or contemplated by this Warrant shall be deemed to have been
duly given if transmitted by registered or certified mail, return receipt
requested, or nationally recognized overnight delivery service,
to
the
Company at its principal executive offices located at 4225 Executive Square,
Suite 460, La Jolla, California 92037, Attention: Chief Financial Officer,
or to
the Holder at the name and address set forth in the Warrant Register maintained
by the Company.
11. Choice
of Law.
THIS
WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
12. Jurisdiction
and Venue.
The
Company and Holder hereby agree that any dispute which may arise between them
arising out of or in connection with this Warrant shall be adjudicated before
a
court located in Kent County, Delaware and they hereby submit to the exclusive
jurisdiction of the federal and state courts of the State of Delaware located
in
Kent County with respect to any action or legal proceeding commenced by any
party, and irrevocably waive any objection they now or hereafter may have
respecting the venue of any such action or proceeding brought in such a court
or
respecting the fact that such court is an inconvenient forum, relating to or
arising out of this Warrant or any acts or omissions relating to the sale of
the
securities hereunder, and consent to the service of process in any such action
or legal proceeding by means of registered or certified mail, return receipt
requested, in care of the address set forth herein or such other address as
either party shall furnish in writing to the other.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its
behalf, in its corporate name and by its duly authorized officers, as of this
__
day of May, 2008.
|
|
|
|
TRANSDEL
PHARMACEUTICALS,
INC. |
|
|
|
|
By: |
|
|
Name:
Juliet Singh, Ph.D. |
|
Title:
Chief Executive Officer |
FORM
OF
EXERCISE
(to
be
executed by the registered holder hereof)
The
undersigned hereby exercises the right to purchase _________ shares of common
stock, par value $0.001 per share (“Common Stock”), of Transdel
Pharmaceuticals,
Inc.
evidenced by the within Warrant Certificate for a Cash Warrant Price of $4.40
per share or a Cashless Warrant Price of $5.50 per share and herewith makes
payment of the purchase price in full of (i) $__________ in cash or (ii) shares
of Common Stock (pursuant to a Cashless Exercise in accordance with Section
1b.). Kindly issue certificates for shares of Common Stock (and for the
unexercised balance of the Warrants evidenced by the within Warrant Certificate,
if any) in accordance with the instructions given below.
Dated:____________________
, 20___ .
______________________________
Instructions
for registration of stock
_____________________________
Name
(Please Print)
Social
Security or other identifying Number:
Address:__________________________________
City/State
and Zip Code
Instructions
for registration of certificate representing
the
unexercised balance of Warrants (if any)
_____________________________
Name
(Please Print)
Social
Security or other identifying Number: ___________
Address:____________________________________
City,
State and Zip Code
FORM
OF ASSIGNMENT
(To
be
signed only on transfer of Warrant)
For
value
received, the undersigned hereby sells, assigns, and transfers unto
_____________________ the right represented by the within Warrant to purchase
_________ shares of Common Stock of Transdel Pharmaceuticals, Inc. to which
the
within Warrant relates, and appoints _____________________ to transfer such
right on the books of Transdel Pharmaceuticals, Inc. with full power of
substitution in the premises.
Dated:
____________________ ______________________________
(Signature
must conform to name
of
holder
as specified on the
face
of
the Warrant)
_______________________________
(Address)
Signed
in
the presence of:
__________________________
Contact:
John
Lomoro
Chief
Financial Officer
Transdel
Pharmaceuticals, Inc.
858-457-5300
Transdel
Pharmaceuticals Closes $4 Million Financing
Proceeds
Will Support Phase 3 Lead Clinical Pain Program for
Ketotransdel(TM)
LA
JOLLA,
CA - May 15, 2008 -- Transdel Pharmaceuticals, Inc. (OTC BB:TDLP), a specialty
pharmaceutical company focused on the development and commercialization of
non-invasive topically administered medications, today announced the closing
of
a $4,000,000 private placement of its common stock and warrants.
The
Company issued 1,818,180 shares of common stock at a price of $2.20 per share
through a private placement to accredited investors. In addition, the investors
received warrants to purchase 227,272 shares of common stock for a period of
five years at a cash and cashless exercise price of $4.40 and $5.50 per share,
respectively.
Proceeds
from the financing will be primarily used to fund the Company’s Phase 3 clinical
program of Ketotransdel(TM), the Company’s lead topical pain
drug.
Ketotransdel(TM)
is a
novel, topical cream-based formulation containing the non-steroidal
anti-inflammatory drug (“NSAID”) ketoprofen. The registration trial will be a
randomized, double-blind, placebo controlled Phase 3 trial to study the efficacy
and safety of Ketotransdel(TM)
in acute
soft tissue injuries.
Dr.
Juliet Singh, President and Chief Executive Officer of Transdel Pharmaceuticals,
stated, "We are very pleased to have closed this round of financing, as we
plan
to initiate our Phase 3 clinical study in the second quarter of this year.
We
are quite confident in our Phase 3 clinical study design, especially since
our
protocol was carefully reviewed by external experts and the U.S. Food and Drug
Administration (“FDA”). We believe that Ketotransdel(TM) may
address a significant unmet medical need for effective topical pain treatment
without the gastrointestinal, cardiovascular and other safety concerns
associated with oral pain medications."
The
Company is exploring potential partnerships with U.S. and foreign based
companies that have sales and marketing infrastructures to support
Ketotransdel(TM) in the event that the product is approved and
commercialized. The Company is also looking to out-license its
Transdel(TM) drug delivery technology for the development and
commercialization of additional innovative drug products. There can be no
assurance that any of these activities will lead to definitive
agreements.
The
market for NSAIDs and Cox-2 inhibitors exceeds $6 billion per year and more
than
30 million people worldwide use NSAIDs daily. Due to the recognition of
cardiovascular, gastrointestinal and other risks associated with orally
administered NSAIDs, and the decline in the use of Cox-2 inhibitors because
of
safety concerns, the Company believes that there is a significant demand for
topical pain management products such as Ketotransdel(TM).
If
approved by the FDA, Ketotransdel(TM)
has the potential to
be the
first topical NSAID cream product in the United States for acute pain
management.
About
Transdel Pharmaceuticals, Inc.
Transdel
Pharmaceuticals, Inc. (OTCBB: TDLP) is a specialty pharmaceutical company
focused on the development and commercialization of non-invasive topically
delivered medications. The Company's innovative patented proprietary
Transdel(TM) cream formulation technology is designed to facilitate
the effective penetration of drugs through the tough skin barrier to reach
the
target underlying tissues. In the case of Ketotransdel(TM), the
Transdel(TM) cream allows the active ingredient ketoprofen to reach
the target soft tissue and exert its well-known localized anti-inflammatory
and
analgesic effects. The Company is also investigating other drug candidates
and
treatments for transdermal delivery using the patented Transdel(TM)
platform technology for products in pain management and other therapeutic areas.
Safe
Harbor Statement
Statements
made in this release that are not historical in nature constitute
forward-looking statements within the meaning of the Safe Harbor Provisions
of
the Private Securities Litigation Reform Act of 1995. Forward-looking statements
can be identified by the use of words such as “expects,” plans” “will,” “may,”
“anticipates,” believes,” “should,” intends,” “estimates,” and other words of
similar meaning. These statements are subject to risks and uncertainties that
cannot be predicted or quantified and consequently, actual results may differ
materially from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, without limitation, risks and
uncertainties associated with the uncertainty of future financial results,
additional financing requirements, development of new products, government
approval processes, the impact of competitive products or pricing, and
technological changes. More detailed information about the Company and the
risk
factors that may affect the realization of forward-looking statements is set
forth in the Company’s filings with the Securities and Exchange Commission,
including the Company’s Annual Report on Form 10-KSB filed with the SEC on March
26, 2008. Such documents may be read free of charge on the SEC’s web site at
www.sec.gov.
All
forward-looking statements included in this release are made as of the date
of
this press release, and the Company assumes no obligation to update any such
forward-looking statements.