DELAWARE
|
22-3367588
|
|
(State
or other jurisdiction of
incorporation or organization) |
(I.R.S.
Employer
Identification Number) |
100
Matawan Road, Suite 420 Matawan, NJ
|
07747
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
3
|
||||
PART
I. FINANCIAL INFORMATION
|
||||
ITEM
1.
|
FINANCIAL
STATEMENTS
|
|||
4
|
||||
5
|
||||
6
|
||||
7
|
||||
12
|
||||
16
|
||||
PART II. OTHER INFORMATION | ||||
16
|
||||
16
|
||||
16
|
||||
16
|
||||
16
|
||||
17
|
||||
19
|
·
|
The
development, testing, and commercialization of new products and the
expansion of the market for our current
products;
|
·
|
The
receipt of royalty payments from our agreements with business
partners;
|
·
|
Implementing
aspects of our business plans;
|
·
|
Financing
goals and plans;
|
·
|
Our
existing cash and whether and how long these funds will be sufficient
to
fund our operations; and
|
·
|
Our
raising of additional capital through future equity financings.
|
ASSETS
|
|||||||
September
30,
2006
(Unaudited)
|
December
31,
2005
|
||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
3,037,202
|
$
|
138,487
|
|||
Accounts
receivable, net
|
798,619
|
187,835
|
|||||
Inventories
|
1,018,209
|
1,309,779
|
|||||
Prepaid
expenses
|
101,599
|
119,002
|
|||||
Deferred
tax asset
|
—
|
1,278,000
|
|||||
Total
current assets
|
4,955,629
|
3,033,103
|
|||||
Property
and equipment, net
|
77,080
|
65,357
|
|||||
Deposits
|
40,984
|
20,393
|
|||||
Total
assets
|
$
|
5,073,693
|
$
|
3,118,853
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Notes
payable
|
$
|
32,925
|
$
|
129,944
|
|||
Accounts
payable and accrued expenses
|
399,635
|
1,546,958
|
|||||
Deferred
revenue
|
360,141
|
369,068
|
|||||
Total
current liabilities
|
792,701
|
2,045,970
|
|||||
Long-term
liabilities:
|
|||||||
Convertible
notes payable
|
—
|
500,000
|
|||||
Stockholders’
equity:
|
|||||||
Preferred
stock:
|
|||||||
Series
A, convertible, no par value; 90,909 shares authorized; - 0 - issued
and
outstanding at September 30, 2006 and 90,909 issued and outstanding
at
December 31, 2005
|
—
|
966,387
|
|||||
Common
stock, $.0025 par value; authorized 50,000,000
shares; issued and outstanding:
|
|||||||
12,734,495
shares at September 30, 2006 and 10,267,045 shares at December 31,
2005
|
31,836
|
25,667
|
|||||
Additional
paid-in capital
|
17,806,359
|
15,790,335
|
|||||
Accumulated
deficit
|
(13,557,203
|
)
|
(16,209,506
|
)
|
|||
4,280,992
|
572,883
|
||||||
Total
liabilities and stockholders’ equity
|
$
|
5,073,693
|
$
|
3,118,853
|
Three
Months
Ended
September 30,
|
Nine
Months
Ended
September 30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Revenues:
|
|||||||||||||
Net
product sales
|
$
|
1,774,130
|
$
|
1,669,444
|
$
|
5,096,732
|
$
|
4,709,487
|
|||||
Cost
of goods sold
|
976,738
|
850,941
|
2,687,824
|
2,750,248
|
|||||||||
Gross
profit
|
797,392
|
818,503
|
2,408,908
|
1,959,239
|
|||||||||
Selling,
general and administrative expenses
|
705,564
|
886,581
|
2,236,327
|
2,957,656
|
|||||||||
Research
and development expenses
|
53,916
|
43,037
|
141,400
|
162,155
|
|||||||||
Depreciation
expense
|
14,329
|
16,121
|
43,281
|
48,424
|
|||||||||
773,809
|
945,739
|
2,421,008
|
3,168,235
|
||||||||||
Net
operating income (loss)
|
23,583
|
(127,236
|
)
|
(12,100
|
)
|
(1,208,996
|
)
|
||||||
Other
income (expense):
|
|||||||||||||
Gain
on sale of patents/technology, net of expenses of $90,795
|
—
|
—
|
3,909,205
|
—
|
|||||||||
Interest
income
|
31,516
|
1,253
|
64,249
|
4,175
|
|||||||||
Interest
expense
|
(915
|
)
|
(28,976
|
)
|
(31,051
|
)
|
(76,719
|
)
|
|||||
30,601
|
(27,723
|
)
|
3,942,403
|
(72,544
|
)
|
||||||||
Income
(loss) before income taxes
|
54,184
|
(154,959
|
)
|
3,930,303
|
(1,281,540
|
)
|
|||||||
Provision
for income taxes
|
—
|
—
|
1,278,000
|
2,115
|
|||||||||
Net
income (loss)
|
54,184
|
(154,959
|
)
|
2,652,303
|
(1,283,655
|
)
|
|||||||
Less
preferred dividends
|
—
|
(5,000
|
)
|
(10,425
|
)
|
(13,333
|
)
|
||||||
Net
income (loss) applicable to common stockholders
|
$
|
54,184
|
$
|
(159,959
|
)
|
$
|
2,641,878
|
$
|
(1,296,988
|
)
|
|||
Basic
income (loss) per share
|
$
|
0.00
|
$
|
(0.02
|
)
|
$
|
0.23
|
$
|
(0.13
|
)
|
|||
Diluted
income (loss) per share
|
$
|
0.00
|
$
|
(0.02
|
)
|
$
|
0.20
|
$
|
(0.13
|
)
|
|||
Weighted
average common shares - Basic
|
12,702,460
|
10,237,045
|
11,620,214
|
10,237,045
|
|||||||||
Weighted
average common shares - Diluted
|
14,328,082
|
10,237,045
|
13,389,104
|
10,237,045
|
2006
|
2005
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
income (loss)
|
$
|
2,652,303
|
$
|
(1,283,655
|
)
|
||
Adjustments
to reconcile net income (loss) to net cash used in operating
activities:
|
|||||||
Depreciation
|
43,281
|
48,424
|
|||||
Allowance
for doubtful accounts
|
9,000
|
—
|
|||||
Equity
instrument based consulting expense
|
154,875
|
4,817
|
|||||
Gain
on sale of patents and technology, net of expenses of
$90,795
|
(3,909,205
|
)
|
—
|
||||
Provision
for income taxes
|
1,278,000
|
—
|
|||||
Changes
in assets and liabilities:
|
|||||||
Increase
in accounts receivable
|
(619,784
|
)
|
(189,136
|
)
|
|||
Decrease
(increase) in inventories
|
291,570
|
(11,231
|
)
|
||||
Decrease
in prepaid expenses
|
17,403
|
107,646
|
|||||
Increase
in deposits
|
(20,591
|
)
|
(9,294
|
)
|
|||
(Decrease)
increase in accounts payable/accrued expenses
|
(1,147,323
|
)
|
176,475
|
||||
(Decrease)
increase in deferred revenue
|
(8,927
|
)
|
67,427
|
||||
Net
cash used in operating activities
|
(1,259,398
|
)
|
(1,088,527
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Purchase
of property and equipment
|
(55,003
|
)
|
(14,726
|
)
|
|||
Proceeds
from sale of patents and technology, net of expenses of
$90,795
|
3,909,205
|
—
|
|||||
Net
cash provided by (used in) investing activities
|
3,854,202
|
(14,726
|
)
|
||||
Cash
flows from financing activities:
|
|||||||
Issuance
of notes payable
|
766,100
|
4,473,947
|
|||||
Repayments
of notes payable
|
(863,119
|
)
|
(4,503,420
|
)
|
|||
Repayments
of convertible notes payable
|
(500,000
|
)
|
—
|
||||
Preferred
stock issued
|
—
|
1,000,000
|
|||||
Costs
associated with preferred stock issuance
|
—
|
(51,948
|
)
|
||||
Proceeds
from issuance of convertible notes payable
|
500,000
|
||||||
Proceeds
from common stock options/warrants exercised
|
900,930
|
—
|
|||||
Net
cash provided by financing activities
|
303,911
|
1,418,579
|
|||||
Net
increase in cash and cash equivalents
|
2,898,715
|
315,326
|
|||||
Cash
and cash equivalents, beginning balance
|
138,487
|
25,832
|
|||||
Cash
and cash equivalents, ending balance
|
$
|
3,037,202
|
$
|
341,158
|
|||
Supplemental
disclosures of cash flow information:
|
|||||||
Cash
paid for interest
|
$
|
31,051
|
$
|
76,719
|
|||
Schedule
of non-cash financing activity:
|
|||||||
Conversion
of 90,909 shares of Series A Preferred Stock into 909,091 shares
of common
stock
|
$
|
966,387
|
$
|
—
|
Sept.
30, 2006
(Unaudited)
|
December
31, 2005
|
||||||
Raw
materials
|
$
|
107,109
|
$
|
102,587
|
|||
Work
in process
|
—
|
8,847
|
|||||
Packaging
supplies
|
47,480
|
46,880
|
|||||
Finished
goods
|
717,127
|
989,814
|
|||||
Finished
goods on consignment
|
146,493
|
161,651
|
|||||
$
|
1,018,209
|
$
|
1,309,779
|
Options
|
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term
(Years)
|
Aggregate
Intrinsic
Value
|
|||||||||
Balance,
January 1, 2006
|
1,970,000
|
$
|
1.11
|
||||||||||
Granted
during the period
|
508,000
|
$
|
0.56
|
||||||||||
Exercised
during the period
|
(648,000
|
)
|
$
|
0.46
|
|||||||||
Expired
during the period
|
(213,500
|
)
|
$
|
1.50
|
|||||||||
Outstanding,
September 30, 2006
|
1,616,500
|
$
|
1.14
|
2.93
|
$
|
1,028,140
|
|||||||
Exercisable,
September 30, 2006
|
1,053,500
|
$
|
1.44
|
2.24
|
$
|
530,680
|
Sept.
30, 2006
|
||||
Expected
volatility
|
102-111
|
%
|
||
Weighted-average
volatility
|
106
|
%
|
||
Expected
dividends
|
0.0
|
%
|
||
Expected
term (in years)
|
5
|
|||
Risk-free
rate
|
4.35-5.09
|
%
|
Three
Months
Ended
Sept.
30, 2005
|
Nine
Months
Ended
Sept.
30, 2005
|
||||||
Reported
net loss
|
$
|
(154,959
|
)
|
$
|
(1,283,655
|
)
|
|
Total
stock-based employee compensation expense determined under fair
value-based method for all awards
|
(37,500
|
)
|
(117,727
|
)
|
|||
Pro
forma net loss
|
$
|
(192,459
|
)
|
$
|
(1,401,382
|
)
|
|
Basic
and diluted loss per share:
|
|||||||
As
reported
|
($0.02
|
)
|
($0.13
|
)
|
|||
($0.02
|
)
|
($0.14
|
)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
|
3(i)(a)
|
Certificate
of Incorporation of PacificHealth Laboratories, Inc. and all amendments
thereto (incorporated by reference to Exhibit 3.1 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.
333-36379) filed on September 25, 1997)
|
|
3(i)(b)
|
Certificate
of Amendment of Certificate of Incorporation of PacificHealth
Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to
PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on
March 31, 2003)
|
|
3(i)I
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
|
3(i)(d)
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed May 4, 2005)
|
|
3(ii)
|
Amended
and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated
by
reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment
No. 3 to Registration Statement on Form SB-2/A filed on December
17,
1997)
|
|
4.1
|
Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1
to
PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration
Statement on Form SB-2/A filed on December 17, 1997)
|
|
4.2.1
|
Form
of Securities Purchase Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
|
4.2.2
|
Form
of Registration Rights Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
|
4.2.3
|
Form
of Warrant issued to Certain of the Selling Stockholders in connection
with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference
to
Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement
on Form SB-2 filed on September 29, 2003)
|
|
4.3
|
Stock
Purchase Agreement dated June 1, 2001, by and between PacificHealth
Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated
by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on June 14, 2001)
|
|
4.4.1
|
Series
A Preferred Stock Purchase Agreement dated January 28, 2005, by and
between PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC
(incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,
Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
|
4.4.2
|
Investors’
Rights Agreement dated January 28, 2005, by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference
to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form
10-KSB filed on April 15, 2005)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
|
4.4.3
|
Right
of First Refusal and Co-Sale Agreement dated January 28, 2005, by
and
between PacificHealth Laboratories, Inc., Robert Portman and Hormel
HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
|
4.4.4
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
|
4.5
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on May 4, 2005)
|
|
4.6.1
|
Securities
Purchase Agreement, dated August 24, 2005 by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference
to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on
Form 8-K filed on August 30, 2005)
|
|
4.6.2
|
Amended
and Restated Investors’ Rights Agreement dated August 24, 2005 between
PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and any
additional investor that becomes a party thereto (incorporated by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on August 30, 2005)
|
|
4.6.3
|
Form
of Secured Convertible Promissory Note issued in connection with
Exhibit
4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth
Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,
2005)
|
|
4.6.4
|
Security
Agreement dated August 24, 2005 by and between PacificHealth Laboratories,
Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit
10.3
to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on
August 30, 2005)
|
|
10.1
|
Employment
Extension Agreement between PacificHealth Laboratories, Inc. and
Robert
Portman effective January 1, 2004, executed February 28, 2006
(incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,
Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2/A
(File No. 333-109197) filed on May 2, 2006)
|
|
10.2.1
|
Asset
Purchase Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.8
to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
|
10.2.2
|
License
Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.9
to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
|
10.2.3
|
Consulting,
License and Noncompetition Agreement dated February 22, 2006, by
and
between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman
(redacted, subject to request for confidential treatment) (incorporated
by
reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual
report on Form 10-KSB filed on March 31, 2006)
|
|
31.1
|
Rule
13a-14(a) Certification of Chief Executive Officer (filed
herewith)
|
|
31.2
|
Rule
13a-14(a) Certification of Chief Financial Officer (filed
herewith)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002 (filed
herewith)
|
(1)
|
In
the case of incorporation by reference to documents filed by the
Registrant under the Exchange Act, the Registrant’s file number under the
Exchange Act is 000-23495.
|
PACIFICHEALTH LABORATORIES, INC. | ||
|
||
By: | /s/ STEPHEN P. KUCHEN | |
STEPHEN P. KUCHEN |
||
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Date: November 3, 2006 |
Exhibit
Number
|
Description
of Exhibit(1)
|
|
3(i)(a)
|
Certificate
of Incorporation of PacificHealth Laboratories, Inc. and all amendments
thereto (incorporated by reference to Exhibit 3.1 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 (Registration No.
333-36379) filed on September 25, 1997)
|
|
3(i)(b)
|
Certificate
of Amendment of Certificate of Incorporation of PacificHealth
Laboratories, Inc. (incorporated by reference to Exhibit 3.3 to
PacificHealth Laboratories, Inc.’s Annual Report on Form 10-KSB filed on
March 31, 2003)
|
|
3(i)(c)
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
|
3(i)(d)
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed May 4, 2005)
|
|
3(ii)
|
Amended
and Restated Bylaws of PacificHealth Laboratories, Inc. (incorporated
by
reference to Exhibit 3.2.1 to PacificHealth Laboratories, Inc.’s Amendment
No. 3 to Registration Statement on Form SB-2/A filed on December
17,
1997)
|
|
4.1
|
Specimen
Common Stock Certificate (incorporated by reference to Exhibit 4.1
to
PacificHealth Laboratories, Inc.’s Amendment No. 3 to Registration
Statement on Form SB-2/A filed on December 17, 1997)
|
|
4.2.1
|
Form
of Securities Purchase Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.4 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
|
4.2.2
|
Form
of Registration Rights Agreement entered into among PacificHealth
Laboratories, Inc. and Certain of the Selling Stockholders dated
August
26, 2003 (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Registration Statement on Form SB-2 filed on
September 29, 2003)
|
|
4.2.3
|
Form
of Warrant issued to Certain of the Selling Stockholders in connection
with Exhibit 4.2.1 on August 26, 2003 (incorporated by reference
to
Exhibit 4.6 to PacificHealth Laboratories, Inc.’s Registration Statement
on Form SB-2 filed on September 29, 2003)
|
|
4.3
|
Stock
Purchase Agreement dated June 1, 2001, by and between PacificHealth
Laboratories, Inc. and Glaxo Wellcome International B.V. (incorporated
by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on June 14, 2001)
|
|
4.4.1
|
Series
A Preferred Stock Purchase Agreement dated January 28, 2005, by and
between PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC
(incorporated by reference to Exhibit 4.3 to PacificHealth Laboratories,
Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
|
4.4.2
|
Investors’
Rights Agreement dated January 28, 2005, by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference
to Exhibit 4.4 to PacificHealth Laboratories, Inc.’s Annual Report on Form
10-KSB filed on April 15, 2005)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
|
4.4.3
|
Right
of First Refusal and Co-Sale Agreement dated January 28, 2005, by
and
between PacificHealth Laboratories, Inc., Robert Portman and Hormel
HealthLabs, LLC (incorporated by reference to Exhibit 4.5 to PacificHealth
Laboratories, Inc.’s Annual Report on Form 10-KSB filed on April 15,
2005)
|
|
4.4.4
|
Certificate
of Designations for Series A Preferred Stock (incorporated by reference
to
Exhibit 3.1 to PacificHealth Laboratories, Inc.’s Current Report on Form
8-K filed on January 28, 2005)
|
|
4.5
|
Certificate
of Designations for Series B Preferred Stock, filed with the Secretary
of
State of the State of Delaware on April 28, 2005 (incorporated by
reference to Exhibit 3(i) to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on May 4, 2005)
|
|
4.6.1
|
Securities
Purchase Agreement, dated August 24, 2005 by and between PacificHealth
Laboratories, Inc. and Hormel HealthLabs, LLC (incorporated by reference
to Exhibit 10.1 to PacificHealth Laboratories, Inc.’s Current Report on
Form 8-K filed on August 30, 2005)
|
|
4.6.2
|
Amended
and Restated Investors’ Rights Agreement dated August 24, 2005 between
PacificHealth Laboratories, Inc. and Hormel HealthLabs, LLC and any
additional investor that becomes a party thereto (incorporated by
reference to Exhibit 4.1 to PacificHealth Laboratories, Inc.’s Current
Report on Form 8-K filed on August 30, 2005)
|
|
4.6.3
|
Form
of Secured Convertible Promissory Note issued in connection with
Exhibit
4.6.1 (incorporated by reference to Exhibit 10.2 to PacificHealth
Laboratories, Inc.’s Current Report on Form 8-K filed on August 30,
2005)
|
|
4.6.4
|
Security
Agreement dated August 24, 2005 by and between PacificHealth Laboratories,
Inc. and Hormel HealthLabs, LLC (incorporated by reference to Exhibit
10.3
to PacificHealth Laboratories, Inc.’s Current Report on Form 8-K filed on
August 30, 2005)
|
|
10.1
|
Employment
Extension Agreement between PacificHealth Laboratories, Inc. and
Robert
Portman effective January 1, 2004, executed February 28, 2006
(incorporated by reference to Exhibit 10.6 to PacificHealth Laboratories,
Inc.’s Post-Effective Amendment to Registration Statement on Form SB-2
(File No. 333-109197) filed on May 2, 2006)
|
|
10.2.1
|
Asset
Purchase Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.8
to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
|
10.2.2
|
License
Agreement dated February 22, 2006, by and between PacificHealth
Laboratories, Inc. and Mott’s LLP (redacted, subject to request for
confidential treatment) (incorporated by reference to Exhibit 10.9
to
PacificHealth Laboratories, Inc.’s Annual report on Form 10-KSB filed on
March 31, 2006)
|
|
10.2.3
|
Consulting,
License and Noncompetition Agreement dated February 22, 2006, by
and
between PacificHealth Laboratories, Inc., Mott’s LLP and Robert Portman
(redacted, subject to request for confidential treatment) (incorporated
by
reference to Exhibit 10.10 to PacificHealth Laboratories, Inc.’s Annual
report on Form 10-KSB filed on March 31, 2006)
|
|
31.1
|
Rule
13a-14(a) Certification of Chief Executive Officer (filed
herewith)
|
|
31.2
|
Rule
13a-14(a) Certification of Chief Financial Officer (filed
herewith)
|
Exhibit
Number
|
Description
of Exhibit(1)
|
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant
to Section
906 of the Sarbanes-Oxley Act of 2002 (filed
herewith)
|
(1)
|
In
the case of incorporation by reference to documents filed by the
Registrant under the Exchange Act, the Registrant’s file number under the
Exchange Act is 000-23495.
|