x |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
|
o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
|
DELAWARE
|
22-3367588
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
Identification
Number)
|
|
||
07747
|
||
(Address
of principal executive offices)
|
(Zip
Code)
|
3
|
||||
4
|
||||
5
|
||||
|
||||
6
|
||||
|
||||
7
|
||||
|
||||
10
|
||||
|
||||
13
|
||||
13
|
||||
13
|
||||
13
|
||||
13
|
||||
13
|
||||
14
|
||||
16
|
· |
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.
|
PACIFICHEALTH
LABORATORIES,
INC.
|
BALANCE
SHEETS
|
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
(Unaudited)
|
|||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
1,589,222
|
$
|
2,564,038
|
|||
Accounts
receivable, net
|
1,106,971
|
502,234
|
|||||
Inventories
|
2,635,400
|
1,913,275
|
|||||
Prepaid
expenses
|
105,555
|
144,059
|
|||||
Total
current assets
|
5,437,148
|
5,123,606
|
|||||
Property
and equipment, net
|
159,269
|
74,163
|
|||||
Deposits
|
10,895
|
10,895
|
|||||
Total
assets
|
$
|
5,607,312
|
$
|
5,208,664
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Notes
payable
|
$
|
25,414
|
$
|
44,327
|
|||
Accounts
payable and accrued expenses
|
861,941
|
960,757
|
|||||
Deferred
revenue
|
295,142
|
244,197
|
|||||
Total
current liabilities
|
1,182,497
|
1,249,281
|
|||||
Stockholders’
equity:
|
|||||||
Common
stock, $.0025 par value; authorized 50,000,000
shares; issued and outstanding: 13,301,836 shares at March 31, 2007
and 12,776,690
shares at December 31, 2006
|
33,255
|
31,942
|
|||||
Additional
paid in capital
|
18,556,480
|
17,867,945
|
|||||
Accumulated
deficit
|
(14,164,920
|
)
|
(13,940,504
|
)
|
|||
4,424,815
|
3,959,383
|
||||||
Total
liabilities and stockholders’ equity
|
$
|
5,607,312
|
$
|
5,208,664
|
See
accompanying notes to financial
statements.
|
2007
|
|
2006
|
|||||
Revenues:
|
|||||||
Net
product sales
|
$
|
1,818,894
|
$
|
1,575,396
|
|||
Cost
of goods sold
|
1,132,887
|
758,395
|
|||||
Gross
profit
|
686,007
|
817,001
|
|||||
Selling,
general and administrative expenses
|
849,166
|
748,333
|
|||||
Research
and development expenses
|
75,370
|
41,252
|
|||||
Depreciation
expense
|
15,812
|
14,093
|
|||||
940,348
|
803,678
|
||||||
Net
operating (loss) income
|
(254,341
|
)
|
13,323
|
||||
Other
income (expense)
|
|||||||
Gain
on sale of patents/technology, net of expenses of $90,795
|
—
|
3,909,205
|
|||||
Other
income
|
10,000
|
—
|
|||||
Interest
income
|
20,536
|
8,414
|
|||||
Interest
expense
|
(611
|
)
|
(28,649
|
)
|
|||
29,925
|
3,888,970
|
||||||
(Loss)
income before income taxes
|
(224,416
|
)
|
3,902,293
|
||||
Provision
for income taxes
|
—
|
1,278,000
|
|||||
Net
(loss) income
|
(224,416
|
)
|
2,624,293
|
||||
Less
preferred dividends
|
—
|
(5,000
|
)
|
||||
Net
(loss) income applicable to common stockholders
|
$
|
(224,416
|
)
|
$
|
2,619,293
|
||
Basic
(loss) income per share
|
$
|
(0.02
|
)
|
$
|
0.24
|
||
Diluted
(loss) income per share
|
$
|
(0.02
|
)
|
$
|
0.22
|
||
Weighted
average common shares - Basic
|
12,983,950
|
10,768,845
|
|||||
Weighted
average common shares - Diluted
|
12,983,950
|
11,979,704
|
See
accompanying notes to financial
statements.
|
2007
|
2006
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
(loss) income
|
$
|
(224,416
|
)
|
$
|
2,624,293
|
||
Adjustments
to reconcile net (loss) income to
|
|||||||
net
cash used in operating activities:
|
|||||||
Depreciation
|
15,812
|
14,093
|
|||||
Allowance
for doubtful accounts
|
3,000
|
3,000
|
|||||
Equity
instrument based consulting expense
|
60,844
|
60,385
|
|||||
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
|
(607,737
|
)
|
(607,225
|
)
|
|||
(Increase)
decrease in inventories
|
(722,125
|
)
|
327,466
|
||||
Decrease
(increase) in prepaid expenses
|
38,504
|
(236,374
|
)
|
||||
Decrease
in deposits
|
—
|
9,498
|
|||||
Decrease
in accounts payable/accrued expenses
|
(98,816
|
)
|
(1,028,059
|
)
|
|||
Increase
(decrease) in deferred revenue
|
50,945
|
(14,206
|
)
|
||||
Net
cash used in operating activities
|
(1,483,989
|
)
|
(1,478,334
|
)
|
|||
Cash
flows from investing activities:
|
|||||||
Purchase
of fixed assets
|
(100,918
|
)
|
(22,974
|
)
|
|||
Proceeds
from sale of patents and technology,
|
|||||||
net
of expenses of $90,795
|
—
|
3,909,205
|
|||||
Net
cash (used in) provided by investing activities
|
(100,918
|
)
|
3,886,231
|
||||
Cash
flows from financing activities:
|
|||||||
Issuance
of notes payable
|
7,874
|
633,325
|
|||||
Repayments
of notes payable
|
(26,787
|
)
|
(729,611
|
)
|
|||
Repayments
of convertible notes payable
|
—
|
(500,000
|
)
|
||||
Common
stock issued
|
450,000
|
—
|
|||||
Proceeds
from common stock options/warrants exercised
|
179,004
|
191,634
|
|||||
Net
cash provided by (used in) by financing activities
|
610,091
|
(404,652
|
)
|
||||
Net
(decrease) increase in cash
|
(974,816
|
)
|
2,003,245
|
||||
Cash,
beginning balance
|
2,564,038
|
138,487
|
|||||
Cash,
ending balance
|
$
|
1,589,222
|
$
|
2,141,732
|
|||
Supplemental
disclosures of cash flow information:
|
|||||||
Cash
paid for interest
|
$
|
611
|
$
|
28,649
|
See
accompanying notes to financial
statements.
|
|
The
accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the
instructions for Form 10-QSB and Item 310 of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required
by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
of
normal recurring accruals) considered necessary for a fair presentation
have been included. Operating results for the three months ended
March 31,
2007 are not necessarily indicative of the results that may be expected
for the year ending December 31, 2007. The unaudited financial statements
should be read in conjunction with the financial statements and footnotes
thereto included in the Company’s annual report on Form 10-KSB for the
year ended December 31, 2006.
|
On
February 22, 2006, pursuant to an Asset Purchase Agreement of the
same
date, we sold to Mott’s LLP, a division of Cadbury Schweppes Americas
Beverages (“CSAB”) the patents, trademarks, web sites, and other
intellectual property related to our ACCELERADE and ENDUROX sports
nutrition product lines for $4,000,000 in cash and potential future
royalty payments. Simultaneously, we entered into a License Agreement
with
CSAB giving us the exclusive, royalty free right to continue to sell
our
sports nutrition products in powder, gel and pill form. Consequently,
we
will continue to sell our current sports nutrition products in the
same
manner as prior to the sale of the intellectual property assets.
|
If
CSAB launches a product using the purchased assets, we will receive
royalty payments for a finite period following such launch, subject
to an
annual limitation on the amount of the royalty. There are no minimum
royalties and there is no specific time by which CSAB must launch
a
product, but we will have the option to repurchase the assets if
a product
is not launched within a time specified in the Asset Purchase Agreement.
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make certain estimates and assumptions that affect
the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and
the
reported amount of revenue and expenses during the reporting period.
Actual results may differ from these estimates. The significant estimates
and assumptions made by the Company are in the area of revenue recognition
as it relates to customer returns, inventory obsolescence, allowance
for
doubtful accounts, and valuation allowances for deferred tax assets,
and
valuation of equity instruments issued under Statement of Financial
Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment” (“SFAS
123R”).
|
Sales
are recognized when all of the following criteria are met: (1)
persuasive
evidence that an arrangement exists; (2) delivery has occurred
or services
have been rendered; (3) the seller’s price to the buyer is fixed and
determinable; and, (4) collectibility is reasonably assured.
Sales are
recorded net of incentives paid to
customers.
|
The
Company has a sales agreement with a significant customer for all
products
sold to this customer whereby all unsold product is subject to
return
provisions. The Company recognizes revenue when this major customer
sells
through its products to its consumers. At March 31, 2007, the Company
has
deferred $295,142 in revenues related to this customer. At December
31,
2006, the Company had deferred $244,197 in revenues related to
this
customer.
|
March
31, 2007
(Unaudited)
|
December
31, 2006
|
||||||
Raw
materials
|
$
|
400,148
|
$
|
531,995
|
|||
Work
in process
|
— | 77,771 | |||||
Packaging
supplies
|
31,134 | 41,378 | |||||
Finished
goods
|
2,084,136 | 1,165,188 | |||||
Finished
goods on consignment
|
119,982 | 96,943 | |||||
$
|
2,635,400
|
$
|
1,913,275
|
Options
|
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term
(Years)
|
Aggregate
Intrinsic
Value
|
|||||||||
Balance,
January 1, 2007
|
2,011,500
|
$
|
1.12
|
||||||||||
Granted
during the period
|
20,000
|
$
|
2.14
|
||||||||||
Exercised
during the period
|
(8,000
|
)
|
$
|
0.72
|
|||||||||
Expired
during the period
|
—
|
—
|
|||||||||||
Outstanding,
March 31, 2007
|
2,023,500
|
$
|
1.14
|
2.93
|
$
|
1,816,070
|
|||||||
Exercisable,
March 31, 2007
|
1,303,834
|
$
|
1.24
|
2.16
|
$
|
1,151,901
|
March
31, 2007
|
||||
Expected
volatility
|
106-119%
|
|
||
Weighted-average
volatility
|
113%
|
|
||
Expected
dividends
|
0.0%
|
|
||
Expected
term (in years)
|
5
|
|||
Risk-free
rate
|
3.35-4.75%
|
|
(a) |
Introduction
|
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/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: May 4, 2007 |
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.
|