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
May 26, 2004
Date of Report (Date of earliest event reported)
HEPALIFE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
000-29819
(Commission File Number)
58-2349413
(I.R.S. Employer Identification No.)
1628 West 1st Avenue, Suite 216, Vancouver, British Columbia, V6J 1G1
(Address of principal executive offices)
(800) 518-4879
(Registrant’s telephone number, including area code)
ITEM 1. Changes in Control of Registrant.
None.
ITEM 2. Acquisition or Disposition of Assets.
None.
ITEM 3. Bankruptcy or Receivership.
None.
ITEM 4. Changes in Registrant’s Certifying Accountant.
None.
ITEM 5. Other Events.
On May 24, 2004, HepaLife Technologies, Inc. agreed to extend its Cooperative Research and Development Agreement (CRADA) with the USDA’s Agricultural Research Service (ARS) for an additional three years through September 30, 2007.
ARS will receive a total of $807,828.00 in funds, of which $153,600.00 has been paid, to study experimental culture conditions for the ARS-PICM-19 cell line, its derivative cell lines, or other pig epiblast-derived liver cell lines (as described under ARS patent #5,532,156, “Hepatocyte Cell Line Derived from the Epiblast of Pig Blastocysts”) so as to optimize their hepatocyte functions for use as an in vitro liver model, for their use in an artificial liver device, and for their use in the in vitro assay of metabolic, toxic, or carcinogenic responses. Specific project objectives are the following:
1)
Develop feeder-cell-independent and serum-free medium cell culture systems allowing the growth and differentiation of ARS-PICM-19 cells, or subclones or subpopulations of the ARS-PICM-19 cells, under defined conditions.
2)
Develop spheroid cultures of PICM-19 cells without STO feeder cells and testing of rotating cell culture system (RCCS) for production and maintenance of spheroids.
3)
Investigate effects of accessory cells obtained from pig liver on ARS-PICM-19 growth, differentiation, and metabolic function.
4)
Assay ARS-PICM-19 cells and spheroids for liver specific functions by measuring P450 activity, γ-glutamyltranspeptidase activity, urea production, and ammonia clearance.
5)
Assay ARS-PICM-19 liver specific protein synthesis and secretion by electrophoretic, immunochemical, or mass spectrophotometric techniques.
6)
Develop and test, by in vitro assay, flow-through bioreactors that enable the growth, differentiation, and maintenance of metabolic function of the ARS-PICM-19 cell line, or its derivative cell lines, over long term culture (1-3 months).
7)
Develop and test multi-well cell culture formats for the in vitro assay of the effects of various test compounds on the metabolism and viability of ARS-PICM-19-derived hepatocytes or bile ductules.
8)
Genetically engineer ARS-PICM-19 cells to create derivative cell lines containing gene reporter constructs, e.g., green fluorescent protein (GFP) based constructs, so that GFP expression is linked to various cell metabolic responses or stimulation of various cell signal transduction pathways.
9)
Develop cell transformation assay formats to demonstrate and enable the utilization of the ARS-PICM-19 cell line for the study of mutagenic or carcinogenic processes.
Hepalife Technologies will provide funds for the salary of one post-doctoral researcher, one support scientist, and one technician for a period of three years and funds for the associated laboratory supplies and professional activities involved with conducting the CRADA objectives under the following payment schedule:
(1)
$65,422.80 on or before August 1, 2004;
(2)
$65,422.80 on or before November 1, 2004;
(3)
$65,422.80 on or before February 1, 2005;
(4)
$65,422.80 on or before May 1, 2005;
(5)
$65,422.80 on or before August 1, 2005;
(6)
$65,422.80 on or before November 1, 2005;
(7)
$65,422.80 on or before February 1, 2006;
(8)
$65,422.80 on or before May 1, 2006;
(9)
$65,422.80 on or before August 1, 2006;
(10)
$65,422.80 on or before November 1, 2006
ITEM 6. Resignations of Registrant’s Director’s
None.
ITEM 7. Financial Statements and Exhibits.
The following exhibit is filed herewith:
Exhibit Number
Description
10.1
Amendment and extension of Cooperative Research Agreement with the United
States Department of Agriculture
ITEM 8. Change in Fiscal Year.
None.
ITEM 9. Regulation FD Disclosure
None.
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 hereunto duly authorized.
HEPALIFE TECHNOLOGIES, INC.
/s/ Harmel S. Rayat
Harmel S. Rayat
Secretary/Treasurer, Director
Date: May 26, 2004
EXHIBIT 10.1
UNITED STATES DEPARTMENT OF AGRICULTURE RESEARCH AGREEMENT | TYPE OF RESEARCH AGREEMENT Cooperative Research and Development Agreement | ||
AGREEMENT NO. 58-3K95-3-0967 | TYPE OF ACTION Amendment No. 3 | ||
AGENCY (Name and Address) Agricultural Research Service 1400 Independence Avenue SW Washington, D.C. 20250-0302 | PERIOD OF AGREEMENT 10/01/02 through 9/30/07 | ||
FEDERAL OBLIGATION $ 0 | CHANGE IN FEDERAL OBLIGATION | ||
This Agreement is authorized by the Federal Technology Transfer Act, 15 USC 3710a, et seq., and is governed by its terms. | |||
Items | Descriptions | ||
1. Technology Transfer Coordinator | Harry D. Danforth | ||
2. Cooperator | Hepalife Technologies, Inc. Suite 216 - 1628 West 1st Ave, Vancouver, BC, V6J 1G1 Tax ID # | ||
3. Principal Investigator | Harmel Rayat, Director | ||
4. USDA Laboratory | Growth Biology Laboratory 10300 Baltimore Ave. Beltsville, MD 20705-2350 | ||
5. USDA Researcher (ADODR) | Neil Talbott, Thomas Caperna | ||
6. National Program Leader & Area | First & Last Name of NPL | ||
7. Accounting Code | X91-1265-356 | ||
8. Amount | $807,828.00 (total for 5 years) | ||
9. Finance Office | Budget & Fiscal Office USDA-ARS-BA Bldg. 003, Room 306, BARC-West Beltsville, MD 20705-2350 | ||
10. Cris No. | 1365-31000-087-01T | ||
11. Title of Project | OPTIMIZATION OF THE ARS-PICM-19 CELL LINE FOR AN IN VITRO MODEL OF PIG LIVER FUNCTION AND APPLICATION TO AN EXTRACORPOREAL LIVER ASSIST DEVICE | ||
12. Log # | 22659 | ||
This Agreement is amended, as follows: The duration of the Agreement is extended for three (3) years through September 30, 2007. ARS will receive a total of $807,828.00 in funds of which $153,600.00 has been paid. The Statement of Work and Clause 9 have been changed and are incorporated herein. The Title of Project has been changed. ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME. | |||
FOR THE UNITED STATES DEPARTEMENT OF AGRICULTURE | |||
SIGNATURE /s/ Richard Brenner | TYPED NAME RICHARD J. BRENNER Authorized Departmental Officer | DATE May 19, 2004 | |
FOR THE COOPERATOR (Signature of person(s) authorized by the governing body of the COOPERATOR to incur contractual obligations) | |||
SIGNATURE /s/ Harmel Rayat | TYPED NAME AND TITLE HARMEL RAYAT | DATE May 24, 2004 | |
OTT COVER FORM
Clause 9
9.1
HEPALIFE shall have the first option to prepare and prosecute patent or Plant Variety Protection Certificate applications, foreign and domestic, on Subject Inventions owned or co-owned by the U.S. Government, subject to the following conditions:
a.
All documents shall be submitted to ARS sufficiently in advance of filing to allow ARS a reasonable opportunity to review and make recommendations thereon;
b.
Copies of all correspondence from the U.S. Patent and Trademark Office or Plant Variety Protection Office and foreign equivalent offices shall be provided promptly to ARS;
c.
The following USDA personnel shall be given an associate power of attorney or be listed as an attorney of record:
Patent Advisor
Patent Attorney
Evelyn Rabin
John Fado
USDA-ARS-OTT
USDA-OGC Rm. 3311
5601 Sunnyside Avenue
South Agriculture Bldg.
Beltsville MD
Washington, D.C. 20250-1415
Registration Number
Registration No. 27876
Tel: 301-504-4781
Tel.: 202-720-2421
Fax: 301-504-5060
Fax: 202-720-8706
9.2
The act of preparing and/or filing documents, per se, shall not entitle HEPALIFE to any rights in such Inventions or the reimbursement of costs incident to patent prosecution.
9.3
ARS shall have the right at any time, at its sole discretion, concerning Inventions solely owned by the U.S. Government, to: (1) assume responsibility for prosecuting any such application; and (2) permit any application to become abandoned or issued patent/certificate to expire, subject to the provisions of any license agreement relating to the subject matter.
9.4
ARS agrees to provide HEPALIFE consultation and advice in the preparation, filing, and prosecution of patent or Plant Variety Protection Certificate applications on Subject Inventions.
STATEMENT OF WORK
A.
Introduction/Background
ARS has developed several in vitro model systems to investigate various aspects of hepatic gene expression and metabolic regulation. These systems encompass both established cell lines and primary liver cell cultures. One stem-like cell line, derived from porcine epiblast (embryonic) tissue is the ARS PICM-19 cell line (ARS patent #5,532,156), has been partially characterized and is a non-transformed immortal cell line that possesses many characteristics similar to that of intact liver parenchymal cells. ARS interests would be greatly enhanced by further characterization and improvements in the culture technology that would ultimately result in the cell line not requiring feeder cell support and growth in a completely serum-free defined medium. These advancements would facilitate our understanding of regulatory events in pig liver gene/proteome expression and in regulation of nutrient metabolism. Further, it has already been demonstrated that the unique hepatic characteristics of the ARS-PICM-19 cell line would have potential application for use in the production of a rescue device for human patients in liver failure (ARS patent # 5,866,420; “Artificial Liver Device”, granted to ARS on 2/2/1999). To date, the cellular components of artificial liver devices that are being tested by other institutions are based on freshly isolated porcine hepatocytes, human transformed tumor cells, or poorly defined stem-like cells prepared from fresh human adult liver tissue. It is widely recognized that the greatest hindrance to the development of a completely functional artificial liver rescue device is the lack of an appropriate defined cell line that will provide the functions of an intact liver. The primary interest of Hepalife is to explore the possibility that the ARS PICM-19 cell line is indeed the most appropriate cell line to use in such a device.
B.
Objective
The overall objective of the work is to optimize the patented ARS-PICM-19 cell line as an in vitro model of the pig liver. The first objective is to investigate and discover culture conditions for the ARS-PICM-19 cell line, or modifications of the ARS-PICM-19 cell line technology itself, that will optimize function, i.e., culture conditions or cell line modifications that will enable, as closely as possible, the reproduction of normal pig liver functions in an in vitro environment. Directly related to the first objective will be the second and third objectives. The second objective is adapting and applying the optimized ARS-PICM-19 cell line technology to the development of an extracorporeal liver assist device as described in patent #5,866,420. The third objective is to use the ARS-PICM-19 cell line in the development of in vitro assay formats for testing, a.) cell metabolism and toxicity responses, b.) hepatocyte and bile duct epithelium cell function responses, and c.) cell transformation responses, i.e., loss of normal differentiation.
C.
Approach and Methodology
ARS will study experimental culture conditions for the ARS-PICM-19 cell line, its derivative cell lines, or other pig epiblast-derived liver cell lines (as described under ARS patent #5,532,156, “Hepatocyte Cell Line Derived from the Epiblast of Pig Blastocysts”) so as to optimize their hepatocyte functions for use as an in vitro liver model, for their use in an artificial liver device, and for their use in the in vitro assay of metabolic, toxic, or carcinogenic responses. Specific project objectives are the following:
1) Develop feeder-cell-independent and serum-free medium cell culture systems allowing the growth and differentiation of ARS-PICM-19 cells, or subclones or subpopulations of the ARS-PICM-19 cells, under defined conditions.
2) Develop spheroid cultures of PICM-19 cells without STO feeder cells and testing of rotating cell culture system (RCCS) for production and maintenance of spheroids.
3) Investigate effects of accessory cells obtained from pig liver on ARS-PICM-19 growth, differentiation, and metabolic function.
4) Assay ARS-PICM-19 cells and spheroids for liver specific functions by measuring P450 activity, γ-glutamyltranspeptidase activity, urea production, and ammonia clearance.
5) Assay ARS-PICM-19 liver specific protein synthesis and secretion by electrophoretic, immunochemical, or mass spectrophotometric techniques.
6) Develop and test, by in vitro assay, flow-through bioreactors that enable the growth, differentiation, and maintenance of metabolic function of the ARS-PICM-19 cell line, or its derivative cell lines, over long term culture (1-3 months).
7) Develop and test multi-well cell culture formats for the in vitro assay of the effects of
various test compounds on the metabolism and viability of ARS-PICM-19-derived hepatocytes or bile ductules.
8) Genetically engineer ARS-PICM-19 cells to create derivative cell lines containing gene reporter constructs, e.g., green fluorescent protein (GFP) based constructs, so that GFP expression is linked to various cell metabolic responses or stimulation of various cell signal transduction pathways.
9) Develop cell transformation assay formats to demonstrate and enable the utilization of the ARS-PICM-19 cell line for the study of mutagenic or carcinogenic processes.
Hepalife will provide funds for the salary of one post-doctoral researcher, one support scientist, and one technician for a period of three years and funds for the associated laboratory supplies and professional activities involved with conducting the CRADA objectives.
D.
ARS’ Responsibilities
1.
Conduct these portions of the research project or perform the following tasks:
a. Hire one post-doctoral research associate, one support scientist, and one technician for a 2-3 year period.
b. Provide laboratory and office space for the research associate.
c. Provide fully equipped cell culture laboratory and protein chemistry laboratory.
d. Provide experimental animals (pigs) and slaughter facilities.
e. Acquire specific laboratory equipment, e.g.., RCCS, and supplies to conduct the CRADA objectives.
f. Conduct research on the optimization of the ARS-PICM-19 cell line, or its derivative cell lines (or related pig epiblast-derived cell lines), as an in vitro pig liver cell model, and adapt the ARS-PICM-19 liver cell technology to an extracorporeal liver assist device and to in vitro formats for metabolic, toxicological, and carcinogenicity assay.
g. Prepare progress reports on project objectives.
h. Prepare and submit technical reports for publication.
2.
a. Provide access to 1850 square feet of laboratory space in Building 200, Rooms 13, 202, 204 and 212, at the Beltsville Agricultural Research Center for those Hepalife personnel assigned to this project.
b. Provide utilities, services, and general support to Hepalife's personnel, as needed and available.
E.
Hepalife’s Responsibilities
1.
Perform these portions of the research effort:
a. Provide funds for one post-doctoral research associate, one support scientist, and one technician for a 2-3 year period.
b. Provide funds for project related laboratory equipment, supplies, and off site research services such as electron microscopy and bioreactor component manufacturing.
c. Provide funds for position advertisement and travel expenses for position interviews.
d. Provide funds for professional activities of research associate such as travel to meetings and project specific training activities.
e. Prepare and file patent applications.
2.
Pay a total of $807,828.00 to ARS for the 5-year life of the CRADA.
a.
The payment schedule for the funds which remain to be paid is:
(1)
$65,422.80 on or before August 1, 2004;
(2)
$65,422.80 on or before November 1, 2004;
(3)
$65,422.80 on or before February 1, 2005;
(4)
$65,422.80 on or before May 1, 2005;
(5)
$65,422.80 on or before August 1, 2005;
(6)
$65,422.80 on or before November 1, 2005;
(7)
$65,422.80 on or before February 1, 2006;
(8)
$65,422.80 on or before May 1, 2006;
(9)
$65,422.80 on or before August 1, 2006;
(10)
$65,422.80 on or before November 1, 2006;
Total: $654.228.00
Second year funding arrangements as negotiated in the original CRADA are superseded by this amendment. No additional funds are owed for Year 2.
b.
Make checks or money orders out to the "Agricultural Research Service," cite Agreement No. 58-3K95-3-0967 thereon, and send to:
USDA, ARS, BA, Budget and Fiscal Office
10300 Baltimore Ave.
Bldg. 003, Rm. 306, BARC-West
Beltsville, Maryland 20705-2350
3.
Hepalife may pay the travel and per diem of ARS scientific representatives traveling pursuant to this Agreement if such payment receives the prior approval of the appropriate ARS Area Director.
4.
Describe any personnel and/or equipment Hepalife will furnish ARS.
Hepalife will provide funds for the hiring and laboratory research support of a post-doctoral research associate.
F.
ARS & Hepalife’s Joint or Mutual Responsibilities
1.
Perform these portions of the effort jointly:
a. Develop strategy for design of a support system matrix to grow and maintain established ARS-PICM-19, or its derivative cell lines, or related pig liver epiblast-derived cell lines.
b. Evaluate efficacy of ARS-PICM-19, its derivative cell lines, or related epiblast-derived pig liver cell lines, in an in vitro pig liver model system for potential use in an extracorporeal liver assist device and in the development and testing of in vitro formats for assaying metabolic, toxicological, and carcinogenic responses in pig hepatocytes and bile ductules.
SCHEDULE 3 ESTIMATED BUDGET
TOTAL YEARS
ARS Receive Funds for | ARS In-House | Hepalife In-House | |
A. Salaries and Wages | 408,400.00 | 99,628.00 | 360,000.00 |
B. Equipment | 28,025.00 | 200,000.00 | 33,000.00 |
C. Materials and Supplies | 265,500.00 | ||
D. Travel 1. Domestic 2. Foreign | 14,000.00 | 8,000.00 | 80,000.00 |
E. Facilities | 224,000.00 | 84,000.00 | |
F. Other Direct Costs | 11,126.00 | 105,144.00 | |
G. TOTAL DIRECT COSTS | 727,051.00 | 636,722.00 | 557,000.00 |
H. Indirect Costs | 80,777.00 | ||
I. TOTAL COSTS…….…$ | 807,828.00 | 636,722.00 | 557,000.00 |
YEAR 1
ARS Receive Funds for | ARS In-House | Hepalife In-House | |
A. Salaries and Wages | 75,000.00 | 23,200.00 | 72,000.00 |
B. Equipment | 13,025.00 | 50,000.00 | 6,000.00 |
C. Materials and Supplies | 45,500.00 | ||
D. Travel 1. Domestic 2. Foreign | 2,000.00 | 2,000.00 | 8,000.00 |
E. Facilities | 56,000.00 | 12,000.00 | |
F. Other Direct Costs | 2,715.00 | 26,244.00 | |
G. TOTAL DIRECT COSTS | 138,240.00 | 157,444.00 | 98,000.00 |
H. Indirect Costs | 15,360.00 | ||
I. TOTAL COSTS…….…$ | 153,600.00 | 157,444.00 | 98,000.00 |
Year 2
ARS Receive Funds for | ARS In-House | Hepalife In-House | |
A. Salaries and Wages | |||
B. Equipment | |||
C. Materials and Supplies | |||
D. Travel 1. Domestic 2. Foreign | |||
E. Facilities | |||
F. Other Direct Costs | |||
G. TOTAL DIRECT COSTS | |||
H. Indirect Costs | |||
I. TOTAL COSTS…….…$ | 0.00 | 0.00 | 0.00 |
Year 3
ARS Receive Funds for | ARS In-House | Hepalife In-House | |
A. Salaries and Wages | 125,900.00 | 24,244.00 | 96,000.00 |
B. Equipment | 5,000.00 | 50,000.00 | 9,000.00 |
C. Materials and Supplies | 80,000.00 | ||
D. Travel 1. Domestic 2. Foreign | 4,000.00 | 2,000.00 | 24,000.00 |
E. Facilities | 56,000.00 | 24,000.00 | |
F. Other Direct Costs | 2,800.00 | 26,300.00 | |
G. TOTAL DIRECT COSTS | 217,700.00 | 158,544.00 | 153,000.00 |
H. Indirect Costs | 24,187.00 | ||
I. TOTAL COSTS…….…$ | 241,887.00 | 158,544.00 | 153,000.00 |
Year 4
ARS Receive Funds for | ARS In-House | Hepalife In-House | |
A. Salaries and Wages | 135,500.00 | 25,456.00 | 96,000.00 |
B. Equipment | 5,000.00 | 50,000.00 | 9,000.00 |
C. Materials and Supplies | 80,000.00 | ||
D. Travel 1. Domestic 2. Foreign | 4,000.00 | 2,000.00 | 24,000.00 |
E. Facilities | 56,000.00 | 24,000.00 | |
F. Other Direct Costs | 2,800.00 | 26,300.00 | |
G. TOTAL DIRECT COSTS | 225,300.00 | 159,756.00 | 153,000.00 |
H. Indirect Costs | 25,030.00 | ||
I. TOTAL COSTS…….…$ | 250,330.00 | 159,756.00 | 153,000.00 |
Year 5
ARS Receive Funds for | ARS In-House | Hepalife In-House | |
A. Salaries and Wages | 74,000.00 | 26,728.00 | 96,000.00 |
B. Equipment | 5,000.00 | 50,000.00 | 9,000.00 |
C. Materials and Supplies | 60,000.00 | ||
D. Travel 1. Domestic 2. Foreign | 4,000.00 | 2,000.00 | 24,000.00 |
E. Facilities | 56,000.00 | 24,000.00 | |
F. Other Direct Costs | 2,811.00 | 26,300.00 | |
G. TOTAL DIRECT COSTS | 145,800.00 | 161,028.00 | 153,000.00 |
H. Indirect Costs | 16,200.00 | ||
I. TOTAL COSTS…….…$ | 162,011.00 | 161,028.00 | 153,000.00 |