formdef14a.htm
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check
the appropriate box:
o Preliminary
Proxy Statement
o Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to §240.14a-12
HEPALIFE
TECHNOLOGIES,
INC.
(Name of
Registrant As Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
x No fee
required
o Fee computed
on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title
of each class of securities to which transaction applies:
2) Aggregate
number of securities to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):_____________________________________________
4) Proposed
maximum aggregate value of transaction:_________
5) Total
fee paid:_______________________________________
o Fee paid
previously with preliminary materials.
o Check box if
any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
1) Amount
Previously Paid:______________________________
2) Form,
Schedule or Registration Statement No.:____________
3) Filing
Party:________________________________________
4) Date
Filed:_________________________________________
HEPALIFE
TECHNOLOGIES, INC.
60
State Street, Suite 700
Boston,
MA 02109
Telephone:
800-518-4879
August
26, 2008
Dear
Stockholders:
You are
cordially invited to attend the 2008 Annual Meeting of Stockholders of HepaLife
Technologies, Inc. The meeting will be held at 11:00 a.m., local
time, on October 15, 2008, at 60 State Street, Suite 700, Boston, MA. Enclosed
are the official notice of this meeting, a proxy statement, a form of proxy and
the 2007 Annual Report on Form 10-K for the year ended December 31,
2007.
At this
meeting you will be asked to elect directors to serve until the next annual
meeting, ratify the selection of the Company's independent auditors for 2008 and
to transact any other business as may properly come up before the
meeting.
Please
note that attendance at the Annual Meeting will be limited to stockholders of
record at the close of business on August 25, 2008, and to guests of the
Company. If your shares are registered in your name and you plan to attend the
Annual Meeting, please bring the enclosed ballot with you to the meeting. If
your shares are held by a broker, bank or other nominee and you plan to attend
the meeting, please contact the person responsible for your account regarding
your intention to attend the meeting so they will know how you intend to vote
your shares at that time. Stockholders who do not expect to attend the Annual
Meeting in person may submit their ballot to the Management of the Company at 60
State Street, Suite 700, Boston, MA, 02109.
BY ORDER
OF THE BOARD OF DIRECTORS
/s/ Frank
Menzler
Frank
Menzler
President,
CEO and Chairman
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
OF
HEPALIFE TECHNOLOGIES, INC. TO BE HELD OCTOBER 15, 2008
To the
Stockholders of HepaLife Technologies, Inc.:
NOTICE IS
HEREBY GIVEN that the 2008 Annual Meeting of Stockholders (the "Annual Meeting")
of HepaLife Technologies, Inc., a Florida corporation (the "Company"), will be
held at 60 State Street, Suite 700, Boston, MA, on the 15th day of
October, at 11:00 a.m. (local time) for the following purposes:
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1.
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To
elect four (4) directors to the Board of Directors to serve until the next
Annual Meeting of stockholders or until their respective successors are
duly elected and have qualified;
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2.
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To
ratify the appointment of Peterson Sullivan, PLLC as the Company's
independent auditor for the fiscal year ending December 31,
2008;
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3.
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To
transact any and all other business that may properly come before the
Annual Meeting or any adjournment(s)
thereof.
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Pursuant
to the Company's Bylaws (the "Bylaws"), the record date (the "Record Date") for
the determination of stockholders entitled to notice of and to vote at such
meeting or any adjournment(s) thereof shall be the close of business on August
25, 2008. Only holders of record of the Company's Common Stock at the close of
business on the Record Date are entitled to notice of and to vote at the Annual
Meeting. Shares can be voted at the Annual Meeting only if the holder is present
or represented by proxy. The stock transfer books will not be closed. A copy of
the Company's 2007 Annual Report to Stockholders, in the form of the 10-K filed
with the Securities and Exchange Commission, which includes audited financial
statements, has been included in this mailing to the Company's stockholders. A
list of stockholders entitled to vote at the Annual Meeting will be available
for examination at the offices of the Company for ten (10) days prior to the
Annual Meeting.
You are
cordially invited to attend the Annual Meeting; whether or not you expect to
attend the meeting in person, however, you are urged to mark, sign, date, and
mail or telefax the enclosed form of proxy promptly so that your shares of stock
may be represented and voted in accordance with your wishes and in order that
the presence of a quorum may be assured at the meeting. Your proxy will be
returned to you if you should be present at the Annual Meeting and should
request its return in the manner provided for revocation of proxies on the
initial page of the enclosed proxy statement.
BY ORDER
OF THE BOARD OF DIRECTORS
/s/ Frank
Menzler
Frank
Menzler
President,
CEO and Chairman
August 26,
2008
Boston,
MA
HEPALIFE
TECHNOLOGIES, INC.
60
State Street, Suite 700
Boston,
MA 02109
PROXY
STATEMENT FOR
ANNUAL
MEETING OF STOCKHOLDERS
TO
BE HELD OCTOBER 15, 2008
SOLICITATION
AND REVOCABILITY OF PROXIES
The
accompanying proxy is solicited by the Board of Directors on behalf of HepaLife
Technologies, Inc., a Florida corporation (the "Company"), to be voted at the
2008 Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be
held on October 15, 2008, at the time and place and for the purposes set forth
in the accompanying Notice of Annual Stockholders (the "Notice") and at any
adjournment(s) thereof. When
proxies in the accompanying form are properly executed and received, the shares
represented thereby will be voted at the Annual Meeting in accordance with the
directions noted thereon; if no direction is indicated, such shares will be
voted FOR the election of the nominees listed thereon, FOR the ratification of
the independent auditor, and in their discretion with respect to any other
matters that may properly come before the stockholders at the Annual
Meeting.
The
executive offices of the Company are located at, and the mailing address of the
Company is, 60 State Street, Suite 700, Boston, MA, 02109.
Management
does not anticipate that any matters will be presented at the Annual Meeting
other than matters set forth in the Notice.
This
proxy statement (the "Proxy Statement") and accompanying proxy are being mailed
on or about September 10, 2008. The Company's Annual Report on Form 10-K (the
"2007 Annual Report"), which serves as the Annual Report to Stockholders,
covering the Company's fiscal year ended December 31, 2007, is
attached.
Any
stockholder of the Company giving a proxy has the right to revoke their proxy at
any time prior to the voting thereof by voting in person at the Annual Meeting,
by delivering a duly executed proxy bearing a later date or by giving written
notice of revocation to the Company addressed to Frank Menzler, President, 60
State Street, Suite 700, Boston, MA, 02109; no such written notice shall be
effective, however, until such notice of revocation has been received by the
Company at or prior to the Annual Meeting.
In
addition to the solicitation of proxies by use of the mail, officers and regular
employees of the Company may solicit the return of proxies, either by mail,
telephone, telefax, telegraph or through personal contact. Such officers and
employees will not be additionally compensated but will be reimbursed for out-
of-pocket expenses. Brokerage houses and other custodians, nominees, and
fiduciaries will, in connection with shares of the Company's common stock,
$0.001 par value per share (the "Common Stock"), registered in their names, be
requested to forward solicitation material to the beneficial owners of such
shares of Common Stock.
The cost
of preparing, printing, assembling, and mailing the 2007 Annual Report, the
Notice, this Proxy Statement, and the enclosed form of proxy, as well as the
cost of forwarding solicitation materials to the beneficial owners of shares of
Common Stock and other costs of solicitation, are to be borne by the
Company.
QUORUM
AND VOTING
The
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting was the close of business on August 25, 2008 (the
"Record Date"). On the Record Date, there were 91,596,829 shares of Common Stock
issued and outstanding.
Each
share of Common Stock is entitled to one vote on all matters to be acted upon at
the Annual Meeting, and neither the Company's Certificate of Incorporation (the
"Certificate of Incorporation") nor its Bylaws allow for cumulative voting
rights. The presence, in person or by proxy, of the holders of a majority of the
issued and outstanding Common Stock entitled to vote at the meeting is necessary
to constitute a quorum to transact business. If a quorum is not present or
represented at the Annual Meeting, the stockholders entitled to vote thereat,
present in person or by proxy, may adjourn the Annual Meeting from time to time
without notice or other announcement until a quorum is present or represented.
Assuming the presence of a quorum, the affirmative vote of a plurality of votes
cast is required for the election of each of the nominees for director. A
majority of the votes represented and entitled to vote at the Annual Meeting
will be required for the approval of all other matters to be voted upon.
Abstentions and broker non-votes will each be counted towards the presence of a
quorum, but (i) will not be counted as votes cast and, accordingly, will have no
effect on the plurality vote required for the election of directors, and (ii)
will be counted as votes represented at the Annual Meeting and, accordingly,
will have the effect of a vote "against" all other matters to be acted
upon.
Proxies
in the accompanying form which are properly executed and returned to the Company
will be voted at the Annual Meeting in accordance with the instructions
contained in such proxies and, at the discretion of the proxy holders, on such
other matters as may properly come before the meeting. Where no such
instructions are given, the shares will be voted for the election of each of the
nominees for director and the ratification of Peterson Sullivan, PLLC as the
independent auditor.
A
stockholder that intends to present a proposal at the 2008 Annual Meeting of
Stockholders for inclusion in the Company's proxy statement and form of proxy
relating to such meeting must submit such proposal by September 30, 2008. The
proposal must be mailed to the Company's offices at 60 State Street, Suite 700,
Boston, MA, 02109.
SUMMARY
HepaLife
Technologies, Inc. is a development stage biotechnology company focused on the
identification and development of cell-based technologies and
products.
Currently,
the Company is concentrating its sponsored research and development efforts on
developing a cell-supported artificial liver device, in-vitro toxicology and
pre-clinical drug testing platforms, and a cell-based vaccine production
system.
The
Company's 2007 Annual Report provides a review of our operations during the past
year.
The
following is a brief summary of certain information contained elsewhere in this
Proxy Statement. This summary is not intended to be complete and is qualified in
all respects by reference to the detailed information appearing elsewhere in
this Proxy Statement and the exhibit hereto.
THE
MEETING
Date,
Time and Place of the Annual Meeting
The
Annual Meeting of HepaLife Technologies, Inc. is scheduled to be held on October
15, 2008, at 11:00 a.m. (local time) at 60 State Street, Suite 700, Boston,
MA.
Record Date
Only
holders of record of shares of Common Stock at the close of business on August
25, 2008, are entitled to receive notice of and to vote at the Annual
Meeting.
Vote Required
Assuming
the presence of a quorum, the affirmative vote of a plurality of votes cast is
required for the election of each of the nominees for director. A majority of
the votes cast with a quorum present at the Annual Meeting will be required for
the approval of all other matters to be voted upon.
Accountants
Peterson
Sullivan, PLLC has been selected by the Company to act as its independent
auditor for 2008. It is not expected that the representatives of
Peterson Sullivan, PLLC will attend the Annual Meeting or be available to answer
questions from the stockholders.
Recommendations
THE
BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR ("PROPOSAL 1") AND VOTE
FOR THE RATIFICATION OF THE APPOINTMENT OF PETERSON SULLIVAN, PLLC AS THE
COMPANY’S INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2008
("PROPOSAL 2").
PROPOSAL
NO. 1:
ELECTION
OF BOARD MEMBERS
As of
August 26, 2008, the Company's Board of Directors is comprised of four
directors. Each of the nominees is presently a director of the Company. If so
directed in the enclosed proxy, the persons named in such proxy will vote the
shares represented by such proxy for the election of the following named
nominees for the office of director of the Company, to hold office until next
annual meeting of the stockholders or until their respective successors shall
have been duly elected and shall have qualified.
Information Concerning
Nominees
Name
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Age
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Position
|
Director/Officer
Since
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Frank
Menzler
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39
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President,
Chief Executive Officer
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October
2006
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Chairman
and Director
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Harmel
S. Rayat
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47
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Chief
Financial Officer, Treasurer,
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December
2000
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Secretary
and Director
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Javier
Jimenez
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43
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Director
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March
2007
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Roland
Schomer
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43
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Director
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June
2008
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The Board
of Directors does not contemplate that any of the above-named nominees for
director will refuse or be unable to accept election as a director of the
Company, or be unable to serve as a director of the Company. Should any of them
become unavailable for nomination or election or refuse to be nominated or to
accept election as a director of the Company, then the persons named in the
enclosed form of proxy intend to vote the shares represented in such proxy for
the election of such other person or persons as may be nominated or designated
by the Board of Directors. No nominee is related by blood, marriage, or adoption
to another nominee or to any executive officer of the Company or its
subsidiaries or affiliates.
Assuming
the presence of a quorum, each of the nominees for director of the Company
requires for his election the approval of a plurality of the votes cast by the
shares of Common Stock entitled to vote at the Annual Meeting.
The Board
of Directors regard all of the individuals being nominated to the Board as
extremely competent professionals with many years of experience in different
fields of endeavor, including sales and marketing, management, healthcare, and
corporate finance and development. The Board feels that this collective base of
experience and knowledge is crucial in the overall development of the Company's
business.
Information
Concerning Current Officers and Directors
The
following narrative describes the positions held by the Company's current
officers and directors. During 2007, each board member attended at least 75% of
the board meetings that were held while they were in office.
Set forth
below is certain information regarding each of our directors and officers, and
the positions held by each, as at August 26, 2008.
FRANK
MENZLER, (Age 39). President, Chief Executive Officer,
Director. Mr. Menzler earned a
‘Diplom-Ingenieur’ (Master’s of Science equivalent) in Mechanical and Biomedical
Engineering from RWTH Aachen, Germany’s largest university of technology in
1996, and his Master’s degree in Business Administration (MBA) from Northwestern
University’s, Kellogg School of Management in 2001. In 1998, Mr. Menzler
co-founded Impella Cardiotechnik AG (Germany), helping to raise more than $30
million in grants and venture capital for one of the nation's first
academically-sponsored research effort to receive private venture capital
funding. In 2002, Mr. Menzler served as Marketing Manager for Europe, Middle
East, Africa and Canada (EMEAC) at Guidant Corporation's, Cardiac Surgery
Business Unit in Brussels, Belgium. In 2004, Mr. Menzler joined Abiomed,
Inc. as General Manager, Europe, and then in 2006 was named Director,
International Distributors, and was responsible for sales, training and
operations. Prior to his appointment as our President, Chief Executive
Officer, Director, Mr. Menzler was a member of our Scientific Advisory Board. He
was appointed Chairman of HepaLife Technologies, Inc. on June 11,
2008.
JAVIER
JIMENEZ, (Age 43). Director. Mr. Jimenez received both Bachelor and
Masters degrees in Aeronautical Engineering from Universidad Politecnica de
Madrid, Spain in 1991, and his Master’s degree in Business Administration (MBA)
from Boston University in 1996. In 2000, Mr. Jimenez joined GE
Healthcare, a division of General Electric Company. During his tenure at
GE Healthcare, Mr. Jimenez held several key finance and management positions,
including eBusiness Finance Manager (Latin America), Finance Manager (Brazil),
Finance Manager (Latin American Distributors), Manager, Financial Planning &
Analysis, Manager, Global PET Operations and Director, Commercial Operations, in
the United States and Latin America. In 2004, Mr. Jimenez joined ABIOMED,
Inc., the developer of the world’s first self-contained artificial heart, as
Vice President, Operations. Mr. Jimenez served in numerous positions, most
recently, as Vice President, General Manager Europe, where he was responsible
for key facets of the company’s operations in Europe, Middle East, and
Africa. Mr. Jimenez joined the Board of Directors on March 14,
2007.
ROLAND
SCHOMER, (Age 43). Director. In 2001, Dr. Schomer joined
Actelion Pharmaceuticals Deutschland GmbH, where he built the company's German
affiliate as General Manager, Germany. In 2003, Dr. Schomer served as
Business Director, Europe, Middle East and Africa, for Actelion Pharmaceuticals
Ltd. in Switzerland, where Dr. Schomer oversaw global brand development and its
implementation for the company's metabolic disorder drug, Zavesca. In 2004, Dr.
Roland Schomer joined Novartis Pharma AG in Basel, Switzerland, where he
currently serves as Global Brand Director, Transplantation. Dr. Schomer
joined the Board of Directors on June 18, 2008.
HARMEL S. RAYAT, (Age 47). Secretary,
Treasurer, Chief Financial Officer, Principal Accounting Officer, Director.
Mr. Rayat has served as one of our
directors since December 4, 2000. In 2002 he was appointed secretary and
treasurer. On August 12, 2005, he was appointed our president and chief
executive and financial officer, as well as our principal accounting officer; he
resigned as our president and chief executive officer on October 1, 2006. Since
January 2002, Mr. Rayat has been president of Montgomery Asset Management
Corporation, a privately held firm providing financial consulting services to
emerging growth corporations, From April 2001 through January 2002, Mr. Rayat
acted as an independent consultant advising small corporations. Prior thereto,
Mr. Rayat served as the president of Hartford Capital Corporation, a company
that provided financial consulting services to a wide range of emerging growth
corporations. During the past five years, Mr. Rayat has served, at various
times, as a director, executive officer and majority stockholder of a number of
publicly traded and privately held corporations, including, PhytoMedical
Technologies, Inc. (currently secretary, treasurer, chief financial officer,
director, and majority stockholder), Entheos Technologies, Inc. (currently
president, chief executive officer, chief financial officer, director, and
majority stockholder), Octillion Corp. (currently president, chief executive
officer, chief financial officer, director and majority stockholder), and
International Energy, Inc. (currently secretary, treasurer, chief
financial officer and director and majority stockholder).
Except as
set forth below, none of the corporations or organizations with whom our
directors are affiliated with is a parent, subsidiary or other affiliate of
ours. Mr. Rayat is an officer, director and stockholder of each of PhytoMedical
Technologies, Inc., Entheos Technologies, Inc., Octillion Corp., MicroChannel
Technologies Corporation and International Energy, Inc.
There are no family relationships
among or between any of our officers and directors.
Except as
set forth below, during the past five years none of our directors, executive
officers, promoters or control persons have been:
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(a)
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the
subject of any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that
time;
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(b)
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convicted
in a criminal proceeding or is subject to a pending criminal proceeding
(excluding traffic violations and other minor
offenses);
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(c)
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subject
to any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
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(d)
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found
by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities
law.
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Mr.
Harmel S. Rayat, along with EquityAlert.com, Inc., Innotech Corporation and Mr.
Bhupinder S. Mann, a former part-time employee of ours (collectively the
“respondents”), consented to a cease-and-desist order pursuant to Section 8A of
the Securities Act of 1933. The matter related to the public resale by
EquityAlert of securities received as compensation from or on behalf of issuers
for whom EquityAlert and Innotech provided public relation and stock advertising
services; Mr. Rayat was the president of Innotech and Equity Alert was the
wholly-owned subsidiary of Innotech at the time.
The U.S.
Securities & Exchange Commission contended and alleged that Equity Alert had
received the securities from persons controlling or controlled by the issuer of
the securities, or under direct or indirect common control with such issuer with
a view toward further distribution to the public; as a result, the U.S.
Securities & Exchange Commission further alleged that the securities that
Equity Alert had received were restricted securities, not exempt from
registration, and hence could not be resold to the public within a year of their
receipt absent registration; and, accordingly, the U.S. Securities
& Exchange Commission further alleged, since Equity Alert effected the
resale within a year of its acquisition of the securities, without registration,
such resale violated Sections 5(a) and 5(c) of the Securities Act.
Without admitting or denying any of the
findings and/or allegations of the U.S. Securities & Exchange Commission the
respondents agreed, on October 23, 2003 to cease and desist, among other things,
from committing or causing any violations and any future violations of Section
5(a) and 5(c) of the Securities Act of 1933. EquityAlert.com, Inc. and
Innotech Corporation agreed to pay disgorgement and prejudgment interest of
$31,555.14.
Section 16(a) Beneficial Ownership
Reporting Compliance
Based
solely upon our review of Forms 3 and 4 and amendments thereto furnished to us
by each of Messrs. Menzler, Rayat and Jimenez pursuant to Rule 16a-3(e) of
during our current fiscal year and Form 5 and the amendments thereto furnished
to us with respect to our most recent fiscal year, we believe that all of our
directors, executive officers and persons who own more than 10% of our common
stock were in compliance with Section 16(a) of the Exchange Act of 1934 during
the fiscal year. During the year ended December 31, 2007, all of our directors,
executive officers and persons who own more than 10% of our common stock were in
compliance with section 16(a) of the Exchange Act of 1934.
Compensation
of Directors
In 2007,
we incurred $5,150 in fees to directors.
Standard
Arrangements
Until
June 2008, we paid our directors for their services as directors a monthly
stipend of $250 per month, with the exception of Mr. Menzler and Mr. Rayat, have
not received any compensation for services rendered as directors. In addition,
each director received $100 per board or committee meeting attended. We have no
other arrangements pursuant to which any our directors were compensated during
the years ended December 31, 2007 for services as a director. As of July 2008 we
pay each non-employee director $2,500 quarterly in arrears. Non employee
directors will also be paid an additional $1,000 per meeting above six if
attended in person and $500 per meeting if attended by telephone or other
electronic means. The maximum cash compensation payable to non-employee
directors is $15,000. Non-employee directors receive 50,000 stock options,
vesting in five equal annual installments of 10,000 options which may be
acquired pursuant to options granted and exercisable under the Company's stock
option plans.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE INDIVIDUALS
NOMINATED FOR ELECTION AS A DIRECTOR.
PROPOSAL
NO. 2:
THE
RATIFICATION OF THE APPOINTMENT OF PETERSON SULLIVAN, PLLC
AS
THE COMPANY’S INDEPENDENT AUDITOR
The Board
of Directors has selected Peterson Sullivan, PLLC as independent auditors for
the Company for the fiscal year ending December 31, 2008, subject to
ratification of the selection by shareholders. Peterson Sullivan,
PLLC has served as independent public accountants for the Company since March
13, 2006.
To the
knowledge of the Company, at no time has Peterson Sullivan, PLLC had any direct
or indirect financial interest in or any connection with the Company or any of
its subsidiaries other than in connection with services rendered to the Company
as described below.
It is not
expected that the representatives of Peterson Sullivan, PLLC or any other
auditors will attend the Annual Meeting. Peterson Sullivan, PLLC has
not indicated their desire to make a statement. They will respond to
written questions submitted to the Company.
During
and for the year ended December 31, 2007, Peterson Sullivan, PLLC provided the
following audit, audit-related and other professional services for the
Company. The services were as follows:
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the
audit of the annual financial statements included in the Company’s Form
10-K;
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-
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Consultation
in connection with various tax and accounting matters;
and
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-
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Certain
other professional services.
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The cost
of providing these services during and for the year ended December 31, 2007, by
specified categories, were as follows:
Audit
Fees: $25,770 These fees covered the audit of the
Company’s annual financial statements.
Financial Information Systems Design
and Implementation Fees: None
All Other
Fees: $0 These fees covered services principally
involving internal audit support and income tax consulting.
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF PETERSON SULLIVAN, PLLC AS THE COMPANY'S INDEPENDENT
AUDITOR.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of August 26, 2008, the beneficial ownership of
the Company's Common Stock by each director and executive officer of the Company
and each person known by the Company to beneficially own more than 5% of the
Company's Common Stock outstanding as of such date and the executive officers
and directors of the Company as a group.
Person or
Group
|
Number of Shares of
Common Stock
|
Percent
|
Frank
Menzler (1)
|
2,500,000
|
3%
|
60
State Street, Suite 700
|
|
|
Boston,
MA 02109
|
|
|
|
|
|
Javier
Jimenez (2)
|
50,000
|
0%
|
60
State Street, Suite 700
|
|
|
Boston,
MA 02109
|
|
|
|
|
|
Roland
Schomer (3)
|
50,000
|
0%
|
60
State Street, Suite 700
|
|
|
Boston,
MA 02109
|
|
|
|
|
|
Harmel
S. Rayat (4)
|
48,343,880
|
53%
|
60
State Street, Suite 700
|
|
|
Boston,
MA 02109
|
|
|
|
|
|
Directors
and Executive Officers
|
50,943,880
|
56%
|
as
a group (4 persons)
|
|
|
(1)
2,000,000 stock options were granted on January 25, 2007, which may be acquired
pursuant to options granted and exercisable under the Company's stock option
plans. 500,000 stock options were granted on June 11, 2008, which may be
acquired pursuant to options granted and exercisable under the Company's stock
option plans.
(2) 50,000 stock options were
granted on June 11, 2008, which may be acquired pursuant to options granted and
exercisable under the Company's stock option plans.
(3) 50,000 stock options were
granted on June 18, 2008, which may be acquired pursuant to options granted and
exercisable under the Company's stock option plans.
(4)
Includes 2,065,412 Series C Warrants at a conversion price at $0.425 per
share. Also includes 3,203,194 shares held by Tajinder Chohan, Mr.
Harmel S. Rayat's wife. Additionally, other members of Mr. Rayat's family hold
shares. Mr. Rayat disclaims beneficial ownership of the shares beneficially
owned by his other family members.
Voting
Intentions of Certain Beneficial Owners and Management
The
Company's directors and officers have advised that they will vote the 43,075,274
shares owned or controlled by them FOR each of the Proposals in this Proxy
Statement. These shares represented 47% of the outstanding Common
Stock of the Company as of August 26, 2008.
Remuneration
and Executive Compensation
The
following table shows, for the three-year period ended December 31, 2007, the
cash compensation paid by the Company, as well as certain other compensation
paid or accrued for such year, to the Company's Chief Executive Officer and the
Company's other most highly compensated executive officers. Except as set forth
on the following table, no executive officer of the Company had a total annual
salary and bonus for 2007 that exceeded $100,000.
Summary
Compensation Table
Name
and
Principal
Position
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Other(1)
|
|
|
Securities
Underlying
Options
Granted
|
|
|
All
Other
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank
Menzler
|
|
2007
|
|
$ |
225,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
2,000,000 |
|
|
$ |
0 |
|
President,
CEO
|
|
2006
|
|
$ |
56,250 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
Director
|
|
2005
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harmel
S. Rayat
|
|
2007
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
Secretary,
Treasurer
|
|
2006
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
Chief
Financial
|
|
2005
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
2,300 |
|
|
|
0 |
|
|
$ |
0 |
|
Officer,
Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Javier
Jimenez
|
|
2007
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
3,050 |
|
|
|
0 |
|
|
$ |
0 |
|
Director
|
|
2006
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
2005
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arian
Soheili (2)
|
|
2007
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,050 |
|
|
|
0 |
|
|
$ |
0 |
|
Former
Secretary,
|
|
2006
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
3,600 |
|
|
|
0 |
|
|
$ |
0 |
|
Treasurer,
Director
|
|
2005
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
4,900 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jasvir
Kheleh (3)
|
|
2007
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,050 |
|
|
|
0 |
|
|
$ |
0 |
|
Former
Director
|
|
2006
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
3,600 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
2005
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
4,100 |
|
|
|
0 |
|
|
$ |
0 |
|
(1)
Includes standard Board of Directors fees and meeting attendance
fees.
(2)
Resigned as Secretary, Treasurer and Director on March 14, 2007
(3)
Resigned as Director on March 14, 2007
Stock
Option Grants in Last Fiscal Year
Shown
below is further information regarding employee stock options awarded during
2007 to the named officers and directors:
Name
|
|
Number
of
Securities
Underlying
Options
|
|
|
%
of Total
Options
Granted
to
Employees
in
2007
|
|
|
Exercise
Price
($/sh)
|
|
|
Expiration
Date
|
|
Frank
Menzler
|
|
|
2,000,000 |
|
|
|
99 |
% |
|
$ |
0.52 |
|
|
January
25, 2017
|
|
Harmel
Rayat
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
n/a |
|
Javier
Jimenez
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
n/a |
|
Arian
Soheili (1)
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
n/a |
|
Jasvir
Kheleh (2)
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
n/a |
|
(1)
Resigned as Secretary, Treasurer and Director on March 14, 2007
(2)
Resigned as Director on March 14, 2007
Aggregated
Option Exercises during Last Fiscal Year and Year End Option Values
The
following table shows certain information about unexercised options at year-end
with respect to the named officers and directors:
|
|
Common
Shares Underlying Unexercised
|
|
|
Value
of Unexercised In-the-money
|
|
|
|
Options on December
31, 2007
|
|
|
Options on December
31, 2007
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
Frank
Menzler
|
|
|
0 |
|
|
|
2,000,000 |
|
|
|
0 |
|
|
$ |
730,000 |
|
Harmel
Rayat
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Javier
Jimenez
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Arian
Soheili (1)
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Jasvir
Kheleh (2)
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
(1)
Resigned as Secretary, Treasurer and Director on March 14, 2007
(2)
Resigned as Director on March 14, 2007
Related
Transactions
Management
Fees: During the year ended December 31, 2007, the Company paid management fees
of $4,900 (2006: $10,800) to the directors. There is no management or
consulting agreement in effect nor is there an agreement in place to convert
debt to equity.
Notes
Payable and Accrued Interest: As of December 31, 2007, notes payable of $877,800
was made up from unsecured loans of $677,800 and $200,000, all bearing interest
at the rate of 8.50%, due to a director and major shareholder of the Company.
The entire amounts of principal and interest accrued are due and payable on
demand. Accrued and unpaid interest on these notes at December 31, 2007,
amounted to $208,330 (2006: $158,535).
Rent: The
Company’s administrative office is located at 1628 West 1st Avenue, Suite 216,
Vancouver, British Columbia, Canada, V6J 1G1. These premises are owned by a
private corporation controlled by a director and majority shareholder. The
Company pays a monthly rent of C$3,200 effective from April 1, 2006. The Company
paid rent of $35,740 (2006: $38,656) for the year ended December 31,
2007.
Mr.
Harmel S. Rayat is an officer, director and majority stockholder of the Company.
He is also an officer, director and stockholder of each of PhytoMedical
Technologies, Inc., Entheos Technologies, Inc., Octillion Corp., MicroChannel
Technologies Corporation and International Energy, Inc.
All
related party transactions are recorded at the exchange amount established and
agreed to between related parties and are in the normal course of
business.
COPIES
OF FORM 10-K
The
Company hereby undertakes to provide without charge to each person, including
any beneficial owner, to whom a copy of this Proxy Statement has been delivered,
on the written request of any such person, a copy of the Company's most recent
Form 10-K. Written requests for such copies should be directed to Mr. Frank
Menzler, the President of the Company, at 60 State Street, Suite 700, Boston,
MA, 02109.
HEPALIFE
TECHNOLOGIES, INC.
60
State Street, Suite 700
Boston,
MA 02109
PROXY
FOR 2008 ANNUAL MEETING OF STOCKHOLDERS
This
proxy is solicited on behalf of the Board of Directors of HepaLife Technologies,
Inc.
The
undersigned, a stockholder of HepaLife Technologies, Inc. (the “Company”) hereby
constitutes and appoints each of Mr. Frank Menzler and Mr. Harmel Rayat the
attorney, agent and proxy of the undersigned, with full power of substitution,
for and in the name, place and stead of the undersigned, to vote and act with
respect to all of shares of the Common Stock of the Company standing in name of
the undersigned or in respect of which the undersigned is entitled to vote, with
all powers of the undersigned would process if personally present at such
meeting upon the following matters, and otherwise in his
discretion:
|
|
|
FOR
|
|
AGAINST
|
ABSTENTION
|
|
|
|
|
|
ITEM
1.
|
To
elect directors to serve until the next annual meeting of stockholders or
until their successors are elected and have qualified.
|
|
|
|
|
|
|
|
|
|
|
|
Mr.
Frank Menzler
|
o
|
o
|
o
|
|
|
Mr.
Harmel S. Rayat
|
o
|
o
|
o
|
|
|
Mr.
Javier Jimenez
|
o
|
o
|
o
|
|
|
Mr.
Roland Schomer
|
o
|
o
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM
2.
|
To
ratify the appointment of Peterson Sullivan, PLLC for the fiscal year
ending December 31, 2008
|
o
|
o
|
o
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM
3.
|
To
transact any such other business as may properly come before the meeting
or an adjournment (s) therefore.
|
o
|
o
|
o
|
If no
direction is indicated, this proxy will be voted in the discretion of the proxy
holder. Please date, sign and
print your name on this proxy exactly as your name appears on your stock
certificate and return immediately to the address printed
above.
DATED:__________________________________ SIGNATURE:_________________________________
NO. OF
SHARES:___________________________ PRINT
NAME:________________________________
SECURITIES
AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM
10-K
x
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the fiscal year ended December 31, 2007
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period
from ____________________ to _____________________
Commission
File Number: 000-29819
HEPALIFE
TECHNOLOGIES,
INC.
AND SUBSIDIARIES
(Exact
name of registrant as specified in its charter)
FLORIDA
(State or
other jurisdiction of incorporation)
58-2349413
(I.R.S.
Employer Identification No.)
60 State Street, Suite 700,
Boston, MA 02109
(Address
of principal executive offices)
(800)
518-4879
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Common Stock, $0.001 par value per
share
(Title of
Each Class)
Over The Counter Bulletin
Board (OTCBB)
(Name of
exchange on which registered)
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 of Section 15(d) of the Act.
Yeso No x
Indicate
by check mark whether the registrant: (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing for the past 90 days. Yes
x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. (Check
one):
Large
Accelerated
Filer o
Accelerated
Filer o
Non-accelerated
Filer x
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes o No x
Aggregate
market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold on
March 24, 2008: $12,783,027.
Number of
shares of Common Stock, $0.001 par value, outstanding as of March 24, 2008:
78,606,999.
Documents
incorporated by reference: None.
TABLE
OF CONTENTS
HEPALIFE
TECHNOLOGIES, INC.
ANNUAL
REPORT ON FORM 10-K
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2007
PART
I
|
|
PAGE
|
|
|
|
Item
1.
|
Business
|
4
|
|
|
|
Item
1A.
|
Risk
Factors
|
9
|
|
|
|
Item
2.
|
Properties
|
17
|
|
|
|
Item
3.
|
Legal
Proceedings
|
17
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
17
|
|
|
|
PART
II
|
|
|
|
|
|
Item
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
18
|
|
|
|
Item
6.
|
Selected
Financial Data
|
19
|
|
|
|
Item
7.
|
Management's
Discussion and Analysis of Financial Condition and
Results of Operation
|
20 |
|
|
|
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
26
|
|
|
|
Item
8.
|
Financial
Statements and Supplementary Data
|
27
|
|
|
|
Item
9.
|
Changes
in and Disagreements With Accountants on Accounting and
Financial Disclosure
|
48
|
|
|
|
Item
9A.
|
Controls
and Procedures
|
48
|
|
|
|
Item
9B.
|
Other
Information
|
48
|
|
|
|
PART
III
|
|
|
|
|
|
Item
10.
|
Directors
and Executive Officers of the Registrant
|
49
|
|
|
|
Item
11.
|
Executive
Compensation
|
50
|
|
|
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
52
|
|
|
|
Item
13.
|
Certain
Relationships and Related Transactions
|
52
|
|
|
|
Item
14.
|
Principal
Accounting Fees and Services
|
53
|
|
|
|
PART
IV
|
|
|
|
|
|
Item
15.
|
Exhibits,
Financial Statement Schedules
|
53
|
|
|
|
|
Signatures
|
54
|
PART
I
ITEM
1. BUSINESS.
Forward-Looking
Statements
Except for the historical information
presented in this document, the matters discussed in this Form 10-K for the
fiscal year ending December 31, 2007, this report contains forward-looking
statements. Such forward-looking statements include statements regarding, among
other things, (a) our projected sales and profitability, (b) our growth
strategies, (c) anticipated trends in our industry, (d) our future financing
plans, and (e) our anticipated needs for working
capital. Forward-looking statements, which involve assumptions and
describe our future plans, strategies, and expectations, are generally
identifiable by use of the words “may,” “will,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of
these words or other variations on these words or comparable
terminology. This information may involve known and unknown risks,
uncertainties, and other factors that may cause our actual results, performance,
or achievements to be materially different from the future results, performance,
or achievements expressed or implied by any forward-looking
statements. These statements may be found under “Management's
Discussion and Analysis of Financial Condition and Results of
Operations,” “Business,” “Properties,” as well as in this report
generally. Actual events or results may differ materially from those
discussed in forward-looking statements as a result of various factors,
including, without limitation, the risks outlined under “Risk Factors” and
matters described in this report generally. In light of these risks
and uncertainties, there can be no assurance that the forward-looking statements
contained in this filing will in fact occur.
The
Company
We are a
Florida corporation, formed in 1997 under the name Zeta Corporation. We changed
our name on April 17, 2003, to more accurately reflect our
business. We are authorized to issue up to 300,000,000 shares of
common stock (of which 78,606,999 were issued and outstanding on March 24, 2008)
and 1,000,000 shares of preferred stock (none of which has been
issued).
Our
principal executive offices are located at 60 State Street, Suite 700, Boston,
MA 02109. Our telephone number is 800-518-4879. The
address of our website is www.hepalife.com. Information
on our website is not part of this prospectus.
Description
of Business
We are a
development stage biotechnology company focused on the identification and
development of cell-based technologies and products. We currently do not
directly conduct any of our research and development activities. Rather,
once a technology has been identified, we fund the research and development
activities relating to the technology with the intention of ultimately, if
warranted, licensing, commercializing and marketing the subject
technology.
Our
sponsored research is being conducted pursuant to a Cooperative Research and
Development Agreement (“CRADA”) with the United States Department of
Agriculture’s Agricultural Research Service (the “USDA”) and a sponsored
research agreement with Michigan State University (“MSU”). Currently,
we are concentrating our sponsored research and development efforts on
developing a cell-supported artificial liver device, in-vitro toxicology and
pre-clinical drug testing platforms, and a cell-based vaccine production
system.
Artificial
Liver Device
We are
working towards optimizing the hepatic (liver) functionality of a porcine cell
line, and subclones thereof, which we refer to as the “PICM-19 Cell Line.” The
PICM-19 Cell Line was developed and patented by USDA Agricultural Research
Service scientists.
The
hepatic characteristics of the PICM-19 Cell Line have been demonstrated to have
potential application in the production of an artificial liver device, which
application was also developed and patented by USDA Agricultural Research
Service scientists for potential use by human patients with liver failure.
In-Vitro
Toxicology Testing
The
PICM-19 Cell Line, grown in-vitro, can synthesize liver specific proteins such
as albumin and transferrin, and display enhanced liver-specific functions, such
as ureagenesis (conversion of ammonia to urea) and cytochrome P450 (a family of
over 60 enzymes the body uses to break down toxins and make blood) activity. The
P-450 enzyme systems are key components in the overall hepatic detoxification
pathway of drugs and other xenobiotics (toxic foreign chemicals which can be
both man-made and natural chemicals, such as pesticides and pollutants).
Likewise, ureagenesis is another important hepatic function since urea
production is required for the detoxification of ammonia derived from the
catabolism (breakdown of complex organic molecules into simpler components) of a
number of nitrogen-containing compounds. As a result, we believe the PICM-19
Cell Line could be an important element in developing in-vitro toxicological and
pre-clinical drug testing platforms that could more accurately determine the
potential toxicity and metabolism of new pharmacological compounds in the
liver.
Cell
Based Vaccine Production
We are
working towards optimizing the functionality of a chicken cell line, and
subclones thereof, which we refer to as the “PBS-1 Cell Line.” The PBS-1 Cell
Line was developed for use in cell-based vaccine production and was exclusively
licensed from Michigan State University in June 2006. Successful
cell-culture based vaccine production has the potential to reduce manufacturing
time compared to traditional influenza vaccine manufacturing methods and could
allow for rapid expansion of vaccine production in the face of an influenza
pandemic.
Currently,
vaccine production involves injecting a small amount of a targeted virus into
fertilized chicken eggs. Over time, the virus is harvested from the eggs,
eventually inactivated and purified, and finally blended into a vaccine and
bottled in vials. This egg-based production method takes at least six
months, and in the event of a flu pandemic, it is unlikely to produce vaccines
fast enough to meet expected demand.
Third-party
analysis has confirmed that PBS-1 cells are free from exogenous (from outside
the system) agents, fungi, bacteria, diseases, and potentially harmful viruses.
In addition, PBS-1 cells have grown and replicated several human influenza
virus types, including H1N1, H3N2 and type B. The most important step
towards the production of a cell-culture based vaccine against a targeted virus
is the ability to efficiently grow the same virus in a cell
substrate.
Our
Strategy
Our
sponsored research, by way of a CRADA with the USDA, is focused on optimizing
the hepatic functionality of the PICM-19 Cell Line, and subclones thereof, for
use in the production of an artificial liver device for human patients with
liver failure. The successful adaptation and application of an optimized PICM-19
Cell Line, along with the development of an artificial liver device, would allow
us to target the estimated 25 million Americans that are or have been afflicted
with liver and biliary disease.
Based
upon our assessment of the information and data obtained in connection with our
decision to enter into the CRADA and subsequently obtained from our ongoing
sponsored research efforts, we anticipate that an artificial liver device, once
approved for use by appropriate regulatory agencies, could be used either as a
temporary artificial liver for patients awaiting a liver transplant, thus
lengthening the time they have available while an organ donor is located, or it
could provide support for post-transplantation patients until a grafted liver
functions adequately to sustain the patient. Additionally, an artificial liver
device could also be used as support for patients with chronic liver disease,
thus allowing their own liver time to heal and regenerate, as well as providing
immediate temporary support for those patients suffering from acute liver
failure, as is the case with drug overdoses.
Assuming
we succeed in our sponsored research and development efforts into the
optimization of the PICM-19 Cell Line, the development of an artificial liver
device incorporating the optimized PICM-19 Cell Line and in obtaining a license
pursuant to our CRADA, we will explore a number of commercial opportunities,
including, but not limited to: the outright sale of our technology, joint
venture partnerships with health care companies, or our direct marketing and
selling of the products, if any, derived from the sponsored research and
development efforts.
We are
also targeting the toxicological and pre-clinical drug testing markets through
the development of in-vitro toxicological and pre-clinical drug testing
platforms using the PICM-19 Cell Line. Resulting in part from the
limitations of current testing methodology, safety problems relating to drug
usage are often discovered only during clinical trials, and unfortunately,
sometimes after marketing. Hepatotoxicity, or liver damage caused by medications
and other chemical compounds, is the single most common reason leading to drug
withdrawal or refusal of drug approval by the FDA, generally resulting in
substantial costs to the manufacturer.
Our
commercial success will depend on our ability and the ability of our
sublicensees, if any, to compete effectively in product development areas such
as, but not limited to, safety, efficacy, ease of use, patient or customer
compliance, price, marketing and distribution. There can be no assurance that
competitors will not succeed in developing products that are more effective than
any that may ultimately be derived from our sponsored research and development
efforts or that would render any such product obsolete and
non-competitive.
Our
sponsored research agreement with MSU is focused on optimizing the functionality
of a chicken cell line, and subclones thereof, which we refer to as the “PBS-1
Cell Line” for use in cell-based influenza vaccine
production. Cell-culture based vaccine production with the ability to
quickly address prospective mutations in influenza viruses is a promising
replacement of cumbersome, time-consuming, and costly vaccine production
processes which currently rely on chicken eggs.
Assuming
we successfully optimize the PBS-1 Cell Line and are able grow and harvest
targeted influenza viruses, and achieve the requisite regulatory approvals for
cell-based vaccine development, we will explore and pursue a number of
commercial opportunities, including, but not limited to: the outright sale of
our technology, joint venture partnerships with pharmaceutical companies, or our
direct marketing and selling of the products, if any, derived from the license
agreement with MSU.
Our
Intended Markets
Assuming
the results from our sponsored ongoing research and development efforts prove
successful, and subject to our receiving regulatory approvals, we, based upon
our discussions with representatives of the USDA, the USDA’s Agriculture
Research Service scientists, and researchers at MSU, and the related input from
our advisory board scientists, believe that we will have the potential to
address three important market segments:
- the
influenza vaccine market through the development of a cell based vaccine
production system;
- the
liver disease market through the development of an artificial liver
device; and
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the
toxicological and pre-clinical drug testing market through the development
of in-vitro toxicological and pre-clinical drug testing
platforms.
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Our
ability to achieve profitability is dependent in part on ultimately obtaining
regulatory approvals for products, if any, which are derived from our
sponsored research and development efforts, and then entering into
agreements for the commercialization of any such products. There can be no
assurance that such regulatory approvals will be obtained or such agreements
will be entered into. The failure to obtain any such necessary regulatory
approvals or to enter into any such necessary agreements could delay or prevent
us from achieving profitability and would have a material adverse effect on the
business, financial position and results of our operations. Further, there can
be no assurance that our operations will become profitable even if products, if
any, which are derived from our sponsored research and development efforts, are
commercialized.
If FDA
and other approvals are ultimately obtained with respect to any product
submitted by us in the future for approval, we expect to market and sell any
such product through distribution, co-marketing, co-promotion or sublicensing
arrangements with third parties.
To date,
we have no such agreements. To the extent that we enter into distribution,
co-marketing, co-promotion or sublicensing arrangements for the marketing and
sale of any such products, any revenues received by us will be dependent on the
efforts of third parties. If any of such parties were to breach or terminate
their agreement with us or otherwise fail to conduct marketing activities
successfully, and in a timely manner, the commercialization of products, if any,
derived from our research and development efforts would be delayed or
terminated.
The Need for Cell Based
Influenza Vaccine Production Technologies
According
to the National Institutes of Health, influenza infections over a ten-year
period ending 2004, resulted in an average of 36,000 deaths and 114,000
hospitalizations per year in the United States alone. The World
Health Organization estimates that the annual average number of deaths worldwide
is approximately 500,000. Periodically, new influenza strains evolve
with the capacity to cause pandemics. Recently, avian influenza (H5N1) has
spread, resulting in more than 4,500 outbreaks in birds since 2003, and more
than 306 cases of transmission to humans with a mortality rate of 60%,
indicating the potential evolution of a pandemic influenza virus.
Options
for treating pandemic influenza are limited, with the primary defense being
prophylactic vaccination. Also, once a pandemic strain has been
identified, current vaccine production methods are not expected to meet
demand. Today’s egg-based systems require at least six months for the
production of eggs, in which vaccines are produced; the entire process can take
nine months or longer, in contrast to cell-based technologies, a faster and more
flexible system. In place of eggs, cell-based vaccine production
utilizes laboratory-grown cell lines that are capable of hosting a growing
virus. The virus is injected into the cells where it multiplies. The cells'
outer walls are removed, harvested, purified, and inactivated. A vaccine can be
produced in a matter of weeks. Currently, the Polio vaccine is produced using
this cell-based methodology.
“Cell-based
vaccines offer the potential to increase production surge capacity and save
lives,” according to the US Department of Health & Human Services
(HHS). HHS explains that, “In order to produce 300 million doses of
vaccine, egg-based production would require some 900 million eggs. In
the case of an avian flu pandemic, egg-producing flocks could decline,
jeopardizing vaccine production capabilities. While eggs are
perishable, cell lines can be safely kept frozen indefinitely, increasing the
capability to rapidly produce vaccines if an influenza pandemic were to
occur.”
Cell
culture is a robust technology which overcomes the shortcomings of egg-based
vaccine production. Vaccine production can start as soon as the virus seed is
available and can adapt fast to new virus strains. Accelerating the development
of cell culture technology for influenza vaccine production and establishing a
domestic production base to support vaccination demands is among the goals
defined in the National Strategy for Pandemic Influenza issued by President
George W. Bush in November 2005.
Liver Disease and the Need
for an Artificial Liver Device
There is
widespread agreement among the medical community that a rescue or bridging
device that could supply short-term liver support to patients suffering acute
liver failure due to disease or chemical toxicity is a necessary tool for viable
treatment. The need for such a device is increasing
worldwide. As mentioned above, it is believed that the major
impediment to developing such a device is the availability of an optimal cell or
cell line that could provide sustained liver function. Our overall
goal is to provide a complete system to hospital centers that will be ready to
use when a patient is diagnosed with insufficient liver function. The
core of our system will be a bioreactor or cell culture device that could house
and maintain a healthy population of liver cells from the PICM-19 Cell Line, or
subclones thereof, with high metabolic activity in sufficient quantity to
provide adequate hepatic detoxification functions. To ensure
biological integrity and to maintain the highest quality of the bioreactor’s
liver cells, we would supply fully functional bioreactors that would
incorporate, or be compatible with, presently used dialysis devices so that the
patient’s plasma could be effectively detoxified by transit through the
bioreactor before being returned to the patient.
The
National Institutes of Health has estimated that one quarter of Americans will
suffer from a liver or biliary disease at some point in their lifetime. These
findings have been corroborated by other health organizations which have
indicated that an estimated 30 million Americans are or have been afflicted with
liver or biliary diseases. According to the National Institutes of Health
(NIH-NIDDK), it is estimated that expenses of approximately $10 billion annually
are incurred in the treatment of liver disease and associated conditions. Based
on published data, we believe that over $1.5 billion of this market represents
the most acute patient population in urgent need of an artificial liver
device. We are not aware of any negative reports, data or findings
regarding the potential benefits of an effective artificial liver
device.
Among
those in greatest need, are the 6,441 Americans who underwent liver
transplantation procedures in 2005 at a cost of $280,000 per surgery,
notwithstanding pre- and post-operative expenses (American Liver Foundation);
this market segment alone amounts to $1.80 billion per year.
In
addition, the United Network for Organ Sharing estimates that 16,903 persons
were awaiting liver transplants as of May 2007. If this waiting list
patient population were able to undergo liver transplantation, these patients
would account for an additional $4.73 billion.
Causes of
liver disease and related conditions include:
Alcohol
Abuse
Of the
nearly 14 million estimated Americans that either abuse alcohol or are
alcoholics, approximately 10 to 20% are expected to develop cirrhosis of the
liver, one of the leading causes of death among young and middle-age adults in
the United States. Individuals with cirrhosis are particularly prone to
developing fatal bacterial infections and cancer of the liver.
Drug
Induced Conditions
Adverse
drug reactions are an increasingly important clinical problem in medicine today
and rank among the ten most common causes of death. While drug induced liver
injury occurs in all age groups, a greater percentage occurs in the elderly,
where five out of six persons 65 and older are taking at least one medication
and almost half are of the elderly take three or more.
Hepatitis
According
to publicly available statistical information, approximately 15-25% (upwards of
312,500 Americans) of the estimated 1.25 million chronically infected hepatitis
B sufferers will die from chronic liver disease. Globally, an estimated 350
million people are infected with hepatitis B, causing approximately 1,000,000
deaths per year.
Of the
estimated 4.5 million Americans infected with hepatitis C, for which at this
time there is no known cure, an estimated 70-80% will develop chronic liver
disease and of these, approximately 20% will die. The annual health care costs
for the affected U.S. population with chronic hepatitis C alone has been
estimated to be as high as $9 billion, compared to annual costs of $360 million
for hepatitis B sufferers.
Other
Medical Conditions
In
addition to alcohol abuse, drug overdoses and hepatitis, other causes of liver
disease include primary biliary cirrhosis, hemochromatosis, Wilson’s disease,
alpha1-antitrypsin deficiency, glycogen storage disease, autoimmune hepatitis,
cardiac cirrhosis and schistosomiasis.
For
people with severe liver failure, orthotopic liver transplantation is the most
prescribed and effective treatment therapy available today. At present, there
are upwards of 17,000 adults and children medically approved and waiting for
liver transplants in the United States. Unfortunately, there are approximately
only 7,000 livers available for transplant annually. Due to a severe shortage of
organ donors, the waiting time for potential liver recipients could be as long
as two to three years, with 20-30% of these patients not surviving the waiting
period.
For
persons who receive liver transplants, it is estimated that approximately 30%
will die within 5 years of transplantation. The balance will require
immunosuppressive drugs, rendering them susceptible to life threatening
infections such as kidney failure and increased risk of cancer.
Because
of limited treatment options, a low number of donor organs, the high price of
transplants and follow up costs, a growing base of hepatitis, alcohol abuse,
drug overdoses, and other factors that result in liver disease, we believe that
a market opportunity for an artificial liver device able to remove toxins and
improve immediate and long-term survival exists at this time.
The Need for Improved In
Vitro Toxicology Testing
In 2003
alone, the inability to accurately predict toxicity early in drug development
cost the pharmaceutical industry a record $8 billion. In particular,
hepatotoxicity, or liver damage caused by medications and other chemical
compounds, is the single most common reason leading to drug withdrawal or
refusal of drug approval by the FDA. In fact, about one third of all potential
drugs fail pre-clinical or clinical trials due to the toxic nature of the
compounds being tested, accounting for an estimated $70 million (20%) of total
research and development costs per drug.
The
pharmaceutical industry has sought ways to identify liver toxicity at earlier
stages of drug development, preferably without animal testing, often considered
expensive and inaccurate, and socially contentious. As a result,
cell-based testing has emerged as a low-cost, early toxicity detection tool in
ADME (Absorption-Distribution-Metabolism-Excretion)-Tox research.
We
believe that our in-vitro toxicology testing technology can reasonably target
the broad in-vitro toxicology testing market, a segment expected to reach $1.96
billion by 2007 at an average annual growth rate of 12.1% (Business
Communications Company, Inc; B-110R; The Market for in Vitro Toxicology Testing;
Samuel Brauer PhD; June 2003).
Employees
At
December 31, 2007, HepaLife had 6 full-time employees and 2 part-time employees.
In addition, through the Company’s CRADA with the USDA, HepaLife has 1 USDA full
time research scientist and 2 part-time senior research
scientists. Through our sponsored research agreement with MSU,
HepaLife has 1 part-time senior research scientist and 3 part-time research
scientists. To the best of the Company's knowledge, none of the Company's
officers or directors is bound by restrictive covenants from prior employers.
None of the
Company's employees are represented by labor unions or other collective
bargaining groups. We consider relations with our employees to be
good. We plan to retain and utilize the services of outside consultants for
additional research, testing, regulatory and legal compliance and other
services.
ITEM
1A. RISK FACTORS.
We
have sought to identify what we believe to be the most significant risks to our
business. However, we cannot predict whether, or to what extent, any of
such risks may be realized nor can we guarantee that we have identified all
possible risks that might arise. Investors should carefully consider all of such
risk factors before making an investment decision with respect to our Common
Stock. We provide the following cautionary discussion of risks, uncertainties
and possible inaccurate assumptions relevant to our business. These are factors
that we think could cause our actual results to differ materially from expected
results. Other factors besides those listed here could adversely affect
us.
RISKS
RELATED TO OUR BUSINESS ACTIVITIES
We
Have Experienced Significant Losses And Expect Losses To Continue For The
Foreseeable Future.
We have
yet to establish any history of profitable operations. We have
incurred annual operating losses of $4,438,197, $4,654,499 and, $2,813,602,
respectively, during the past three fiscal years of operation. As a
result, at December 31, 2007, we had an accumulated deficit of
$15,654,069. We had no revenues during the last five fiscal years and
we do not expect to generate revenues from our operations for the foreseeable
future. Our profitability will require the successful completion of our
sponsored research, development efforts and the subsequent commercialization of
our products, if any, derived from our sponsored research and development
activities regarding our cell based influenza vaccine production technology,
artificial liver device, and in-vitro toxicology testing methodologies. No
assurances can be given when this will occur or that we will ever be
profitable.
To
Date Most Of Our Operating Losses Have Been Related To Expenditures Related To
Our Advertising And Investor Relations Program Rather Than To Our Sponsored
Research And Development Program.
From inception through December 31,
2007, expenditures for our advertising and investor relations aggregated
$3,784,389 or approximately 28% of total expenditures as compared to total
research and development expenses during the same period of $1,021,288 or
approximately 7% of total expenditures. If we continue to expend
funds in such a disproportionate manner we may not have sufficient capital for
the completion of our obligations the sponsored research agreement with MSU or
the CRADA with the USDA or for the acquisition and development of new
technologies. This would have an adverse affect on our operations and potential
profitability, in which case we may need to substantially curtail or cease our
research and development activities.
We
Currently Do Not Have, And May Never Develop, Any Commercialized
Products.
We
currently do not have any commercialized products or any significant source of
revenue. We have invested substantially all of our time and resources over the
last three years in identification, research and development of technologies and
cell based products vaccine production, and for liver toxicity detection and the
treatment of various forms of liver dysfunction and disease. The technologies,
which are the subject of our ongoing sponsored research programs, will require
additional development, clinical evaluation, regulatory approval, significant
marketing efforts and substantial additional investment before they can provide
us with any revenue. We cannot currently estimate with any accuracy the
amount of these funds because it may vary significantly depending on the results
of our current sponsored research and development activities, product testing,
costs of acquiring licenses, changes in the focus and direction of our research
and development programs, competitive and technological advances, the cost of
filing, prosecuting, defending and enforcing patent claims, the regulatory
process, manufacturing, marketing and other costs associated with the
commercialization of products following receipt of approval from regulatory
bodies and other factors.
Our
efforts may not lead to commercially successful products for a number of
reasons, including:
- we may
not be able to obtain regulatory approvals or the approved indication may be
narrower than we seek;
- our
technologies or products, if any, derived from our research and development
efforts may not prove to be safe and effective in clinical trials;
-
physicians may not receive any reimbursement from third-party payors, or the
level of reimbursement may be insufficient to support widespread adoption of any
products derived from our research and development efforts;
- any
products that may be approved may not be accepted in the marketplace by
physicians or patients;
- we may
not have adequate financial or other resources to complete the development and
commercialization of products derived from our research and development
efforts;
- we may
not be able to manufacture our products in commercial quantities or at an
acceptable cost; and
- rapid
technological change may make our technologies and products derived from those
technologies obsolete.
We
Will Require Additional Financing To Sustain Our Operations And Without It We
Will Not Be Able To Continue Operations.
Our
independent auditors have added an explanatory paragraph to their audit opinion
issued in connection with the financial statements for the years ended December
31, 2007 and 2006, relative to our ability to continue as a going concern. Our
ability to obtain additional funding will determine our ability to continue as a
going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
At
December 31, 2007, we had a working capital deficit of $552,479. Although we
believe that we have sufficient financial resources and commitments to sustain
our current level of research and development activities through the end of
December 2008, any expansion, acceleration or continuation (beyond December
2008) of such activities will require additional capital which may not be
available to us, if at all, on terms and conditions that we find
acceptable.
We
May Not Be Able To Repay Loans We Have Received From Harmel S. Rayat, Our
Secretary, Treasurer, Chief Financial Officer, Director And Majority
Stockholder, To Fund Our Operation.
As of
March 24, 2008, we owed an aggregate of $877,800 to Harmel S. Rayat, our
secretary, treasurer, chief financial officer, director and majority
stockholder, pursuant to his $1,500,000 loan commitment to us. On January 18,
2006, we agreed, in consideration of Mr. Rayat’s oral undertaking to increase
his loan commitment to us from $1,500,000 to $1,600,000, to convert the loans to
demand loans. The loans are due upon the receipt of the written demand from Mr.
Rayat. The loans bear interest at the rate of 8.50% per annum. We do not
currently have sufficient capital on hand to repay these loans. We may repay
these loans, at any time, without penalty.
The
Success Of Our Sponsored Research And Development Program Is Uncertain And We
Expect To Be Engaged In Research And Development Efforts For A Considerable
Period Of Time Before We Will Be In A Position, If Ever, To Develop And
Commercialize Products Derived From Our Sponsored Research Program.
We expect
to continue our current sponsored research and development programs through at
least 2008. Research and development activities, by their nature, preclude
definitive statements as to the time required and costs involved in reaching
certain objectives. Actual costs may exceed the amounts we have
budgeted and actual time may exceed our expectations. If our research and
development requires more funding or time than we anticipate, then we may have
to reduce technological development efforts or seek additional financing. There
can be no assurance that we will be able to secure any necessary additional
financing or that such financing would be available to us on favorable terms.
Additional financings could result in substantial dilution to existing
stockholders. Even if we are able to fully fund our research and development
program, there is no assurance that, even upon successful completion of our
program, we will ever be able to commercialize products, if any, derived from
our research efforts or that we will be able to generate any revenues from
operations.
Our
Sponsored Research and Development Programs Are In The Development Stage And The
Results We Attain May Not Prove To Be Adequate For Purposes of Developing and
Commercializing Any Products Or Otherwise To Support A Profitable Business
Venture.
Our
sponsored research and development programs are in the development stage.
Our programs are targeting specifically, cell based influenza vaccine
production, in-vitro toxicology and drug testing platforms, and the development
of an artificial liver device. We will require significant further research,
development, testing and regulatory approvals and significant additional
investment before we will be in a position to attempt to commercialize products
derived from our research and development programs. We cannot currently
estimate with any accuracy the amount of these funds because it may vary
significantly depending on the results of our current sponsored research and
development activities, product testing, costs of acquiring licenses, changes in
the focus and direction of our research and development programs, competitive
and technological advances, the cost of filing, prosecuting, defending and
enforcing patent claims, the regulatory process, manufacturing, marketing and
other costs associated with commercialization of products following receipt of
approval from regulatory bodies and other factors.
There can
be no assurances that our sponsored research will be successful. The ultimate
results of our ongoing research programs may demonstrate that the technologies
being researched by us may be ineffective, unsafe or unlikely to receive
necessary regulatory approvals, if ever. If such results are obtained, we will
be unable to create marketable products or generate revenues and we may have to
cease operations.
We have
not submitted any products or any technologies that are the subject of, or
result from, our research and development activities for regulatory approval or
clearance. Even if our research is successful, the process of obtaining
necessary U.S. Food and Drug Administration (“FDA”) approvals or clearances can
take years and is expensive and full of uncertainties. Additionally, approved
products are subject to continuing FDA requirements relating to quality control
and quality assurance, maintenance of records, reporting of adverse events and
product recalls, documentation, labeling and promotion of medical products.
Compliance with such continued regulatory oversight may prove to be costly and
may limit our ability to attain profitable operations.
Our
CRADA With The USDA’s Agricultural Research Service May Be Terminated By Either
Party At Any Time By Giving Written Notice Of Not Less Than Sixty Calendar Days
Prior To The Desired Termination Date.
Our current sponsored research and
development program is based entirely on our CRADA with the USDA’s Agricultural
Research Service. The termination date of the CRADA is November 19,
2009. However, the CRADA provides that it may be terminated
unilaterally by either us or the USDA’s Agricultural Research Service upon
written notice of not less than sixty calendar days prior to the desired
termination date. This means that the USDA’s Agricultural Research
Service could terminate the CRADA even if we are not in default under the terms
of the Agreement. If the USDA’s Agricultural Research Service were to
do so, our business and future prospects would be materially adversely
affected.
Currently,
We Do Not Directly Conduct Any Of Our Research And Development Activities And
Therefore We Will Have Minimal Control Over Such Research.
We rely
primarily on the USDA’s Agricultural Research Service and MSU to conduct,
monitor and assess our sponsored research. We will have no control over
the specifics of and possible direction that the research may take.
Accordingly, there can be no assurance that the USDA’s Agricultural
Research Service or MSU will conduct our sponsored research in a manner that
will lead to the commercial development of any products.
We are
also dependent upon the services of certain key scientific personnel who are not
employed by us, including the principal investigators with respect to our
ongoing sponsored research regarding both the development of cell based
influenza vaccine production technologies and the treatment of liver disease
(and related conditions), including the development of an artificial liver
device, and in-vitro toxicology testing technologies. The loss of the services
provided by such persons could have a materially adverse effect on us, unless
qualified replacements could be found. We have no control over whether our
principal investigators or other scientific personnel will choose to remain
involved with our projects. Since these individuals are not bound by contract to
us nor employed by us directly, they might move on to other research or
positions.
We
Are Subject To Substantial Government Regulation Which Could Materially
Adversely Affect Our Business.
We have
yet to develop any products for submission for regulatory approval. If any such
products are submitted for approval, they must undergo rigorous preclinical and
clinical testing and an extensive regulatory approval process before they can be
marketed. This process makes it longer, harder and more costly to bring any
products to market; moreover, we cannot guarantee that approval will be granted.
The pre-marketing approval process can be particularly expensive, uncertain and
lengthy. Many products for which FDA have never been approved for marketing. In
addition to testing and approval procedures, extensive regulations also govern
marketing, manufacturing, distribution, labeling and record-keeping procedures.
If we do not comply with applicable regulatory requirements, such violations
could result in warning letters, non-approval, suspensions of regulatory
approvals, civil penalties and criminal fines, product seizures and recalls,
operating restrictions, injunctions and criminal prosecution.
Delays
in, or rejection of, FDA or other government entity approval may also adversely
affect our business. Such delays or rejection may be encountered due to, among
other reasons, government or regulatory delays, lack of efficacy during clinical
trials, unforeseen safety issues, slower than expected rate of patient
recruitment for clinical trials, inability to follow patients after treatment in
clinical trials, inconsistencies between early clinical trial results and
results obtained in later clinical trials, varying interpretations of data
generated by clinical trials, or changes in regulatory policy during the period
of product development in the United States. In the United States more stringent
FDA oversight in product clearance and enforcement activities could result in
our experiencing longer approval cycles, more uncertainty, greater risk and
significantly higher expenses. Even if regulatory approval for any product is
granted, this approval may entail limitations on uses for which any such product
may be labeled and promoted. It is possible, for example, that we may not
receive FDA approval to market products based on our sponsored research and
development efforts for broader or different applications or to market updated
products that represent extensions of any such product. In addition, we may not
receive FDA approval to export any such product in the future, and countries to
which products are to be exported may not approve them for import.
Any manufacturing facilities would also
be subject to continual review and inspection. The FDA has stated publicly that
compliance with manufacturing regulations will be scrutinized more strictly. A
governmental authority may challenge our compliance with applicable federal,
state and foreign regulations. In addition, any discovery of previously unknown
problems with any of our sponsored research and development efforts or
products derived from such research and development, or facilities may result in
marketing, sales and manufacturing restrictions, being imposed, as well as
possible enforcement actions.
From time
to time, legislative or regulatory proposals are introduced that could alter the
review and approval process relating to our research and development programs
and products, if any, derived from such research. It is possible that the FDA
will issue additional regulations further restricting the sale of our products,
if any, derived from our research and development efforts. Any change in
legislation or regulations that govern the review and approval process relating
to could make it more difficult and costly to obtain approval, or to produce,
market, and distribute such products, if any, derived from our research and
development efforts, even if approved.
We
May Be Required To Comply With Rules Regarding Animal Testing and This May Limit
the Success of Our Research and Development Program.
Our
sponsored research and development efforts involve laboratory animals. We
may be adversely affected by changes in laws, regulations or accepted procedures
applicable to animal testing or by social pressures that would restrict the use
of animals in testing or by actions against our collaborators or us by groups or
individuals opposed to such testing.
Our
Sponsored Research and Development Program Uses Cells Derived From Pigs, Which
Could Prevent The FDA Or Other Health Regulatory Agencies From Approving
Products, If Any, Derived From Our Research and Development
Efforts.
Because
pigs carry genetic material of the porcine endogenous retrovirus (“PERV”), our
use of cells derived from pigs carries a risk of transmitting viruses harmless
to pigs, but deadly to humans. This may result in the FDA or other health
regulatory agencies not approving products, if any, derived from our
sponsored research and development efforts or subsequently banning any
further use of any such products should health concerns arise after any such
product was approved. At this time, it is unclear whether we will be able to
obtain clinical and product liability insurance that covers the PERV
risk.
Our
Sponsored Research and Development Program Uses Feeder Cells Derived From Mice,
Which Could Prevent The FDA Or Other Health Regulatory Agencies From Approving
Products, If Any, Derived From Our Research and Development
Efforts.
Because
mice carry genetic material of the species specific virus, our use of cells
derived from mice carries a risk of transmitting viruses harmless to mice, but
deadly to humans. This may result in the FDA or other health regulatory agencies
not approving products, if any, derived from our sponsored research and
development efforts or subsequently banning any further use of any such products
should health concerns arise after any such product was approved. At this time,
it is unclear whether we will be able to obtain clinical and product liability
insurance that covers the use of mouse feeder cells.
We
May Be Liable For Contamination Or Other Harm Caused By Materials That We
Handle, And Changes In Environmental Regulations Could Cause Us To Incur
Additional Expense.
Our
sponsored research and development programs do not generally involve the
handling of potentially harmful biological materials or hazardous materials, but
they may occasionally do so. The USDA’s Agricultural Research Service and MSU
are subject to federal, state and local laws and regulations governing the use,
handling, storage and disposal of hazardous and biological materials. If
violations of environmental, health and safety laws occur, we could be held
liable for damages, penalties and costs of remedial actions. These expenses or
this liability could have a significant negative impact on our business,
financial condition and results of operations. We may violate environmental,
health and safety laws in the future as a result of human error, equipment
failure or other causes. Environmental laws could become more stringent over
time, imposing greater compliance costs and increasing risks and penalties
associated with violations. We may be subject to potentially conflicting and
changing regulatory agendas of political, business and environmental groups.
Changes to or restrictions on permitting requirements or processes, hazardous or
biological material storage or handling might require an unplanned capital
investment or relocation. Failure to comply with new or existing laws or
regulations could harm our business, financial condition and results of
operations.
Even
If We Were To Secure Regulatory Approval In The Future For Any Product Derived
From Our Sponsored Ongoing Research Efforts, We Lack Sales and Marketing
Experience and Will Likely Rely On Third Parties For Such Services.
Our
ability to achieve profitability is dependent in part on ultimately obtaining
regulatory approvals for products, if any, which are derived from our
sponsored research and development efforts, and then entering into
agreements for the commercialization of any such products. There can be no
assurance that such regulatory approvals will be obtained or such agreements
will be entered into. The failure to obtain any such necessary regulatory
approvals or to enter into any such necessary agreements could delay or prevent
us from achieving profitability and would have a material adverse effect on the
business, financial position and results of our operations. Further, there can
be no assurance that our operations will become profitable even if products, if
any, which are derived from our sponsored research and development efforts, are
commercialized.
If FDA
and other approvals are ultimately obtained with respect to any product
submitted by us in the future for approval, we expect to market and sell any
such product through distribution, co-marketing, co-promotion or sublicensing
arrangements with third parties. We have no experience in sales, marketing or
distribution of biotechnology products and our current management and staff is
not trained in these areas. To date, we have no such agreements. To the extent
that we enter into distribution, co-marketing, co-promotion or sublicensing
arrangements for the marketing and sale of any such products, any revenues
received by us will be dependent on the efforts of third parties. If any of such
parties were to breach or terminate their agreement with us or otherwise fail to
conduct marketing activities successfully, and in a timely manner, the
commercialization of products, if any, derived from our research and development
efforts would be delayed or terminated.
We
May Not Be Able To Attract And Retain Qualified Personnel Either As Employees Or
As Consultants; Without Such Personnel, We May Not Be Successful In
Commercializing The Results Of Our Ongoing Research And Development
Efforts.
Competition for qualified employees
among companies in the biotechnology industry is intense. Our future success
depends upon our ability to attract, retain and motivate highly skilled
employees. Attracting desirable employees will require us to offer competitive
compensation packages, including possible stock options. In order to
successfully commercialize the results of our ongoing research and development
efforts or products, if any, derived from our research program we must
substantially expand our personnel, particularly in the areas of clinical trial
management, regulatory affairs, business development and marketing. There can be
no assurance that we will be successful in hiring or retaining qualified
personnel. Managing the integration of new personnel and our growth generally
could pose significant risks to our development and progress. The addition of
such personnel may result in significant changes in our utilization of cash
resources and our development schedule.
We
Expect To Operate In A Highly Competitive Market; We May Face Competition From
Large, Well-Established Companies With Significant Resources; And, We May Not Be
Able To Compete Effectively.
Our
commercial success will depend on our ability and the ability of our
sublicensees, if any, to compete effectively in product development areas such
as, but not limited to, safety, efficacy, ease of use, patient or customer
compliance, price, and marketing and distribution. There can be no assurance
that competitors will not succeed in developing products that are more effective
than any products derived from our research and development efforts or that
would render such products obsolete and non-competitive.
The
biotechnology industry is characterized by intense competition, rapid product
development and technological change. Most of the competition that we encounter
will come from companies, research institutions and universities who are
researching and developing technologies and potential products similar to or
competitive with our own.
These companies enjoy numerous
competitive advantages over us, including:
|
-
|
significantly
greater name recognition;
|
|
-
|
established
relations with healthcare professionals, customers and third-party
payors;
|
|
-
|
established
distribution networks;
|
|
-
|
additional
lines of products, and the ability to offer rebates, higher discounts or
incentives to gain a competitive
advantage;
|
|
-
|
greater
experience in conducting research and development, manufacturing, clinical
trials, obtaining regulatory approval for products, and marketing approved
products; and
|
|
-
|
greater
financial and human resources for product development, sales and
marketing, and patent
litigation.
|
As a result, we may not be able to
compete effectively against these companies or their products.
We
May Become Subject To Claims Of Infringement Or Misappropriation Of The
Intellectual Property Rights Of Others, Which Could Prohibit Us From
Commercializing Products Based On Our Sponsored Research And Development
Program, Require Us To Obtain Licenses From Third Parties Or To Develop
Non-Infringing Alternatives, And Subject Us To Substantial Monetary Damages And
Injunctive Relief.
We do not have any patents regarding
our sponsored research and development activities with the USDA. Further,
we may not be able to assert any rights, under our CRADA, to any patents held by
the USDA’s Agriculture Research Service. Third parties could, in the future,
assert infringement or misappropriation claims against us with respect to our
current sponsored research and development program or future products, if any,
derived from our sponsored research and development program. Whether a product
infringes a patent involves complex legal and factual issues, the determination
of which is often uncertain. Therefore, we cannot be certain that we have not
infringed the intellectual property rights of such third parties.
Any infringement or misappropriation
claim could cause us to incur significant costs, could place significant strain
on our financial resources, divert management’s attention from our business and
harm our reputation. If the relevant patents were upheld as valid and
enforceable and we were found to infringe, we could be prohibited from
continuing our research and development activities and from marketing or selling
products, if any, derived from our sponsored research and development efforts
unless we could obtain licenses to use the technology covered by the patent or
are able to design around the patent. We may be unable to obtain a license on
terms acceptable to us, if at all, and we may not be able to commercialize any
products. A court could also order us to pay compensatory damages for such
infringement, plus prejudgment interest and could, in addition, treble the
compensatory damages and award attorney fees. These damages could be substantial
and could harm our reputation, business, financial condition and operating
results. Depending on the nature of the relief ordered by the court, we could
become liable for additional damages to third parties.
We
May Be Exposed To Product Liability Claims For Which We Do Not Have Any
Insurance Coverage.
Because
our activities involve the researching, developing and testing of new
technologies; and in the future we may be involved either directly or indirectly
in the manufacturing and distribution of products, if any, derived from our
sponsored research and development efforts, we may be exposed to the financial
risk of liability claims in the event that the use of any such product results
in personal injury, misdiagnosis or death. We may be subject to claims against
us even if the apparent injury is due to the actions of others. There can be no
assurance that we will not experience losses due to product liability claims in
the future, or that adequate insurance will be available in sufficient amounts,
at an acceptable cost, or at all. A product liability claim, product recall or
other claim, or claims for uninsured liabilities or in excess of insured
liabilities, may have a material adverse effect on our business, financial
condition and results of operations. These liabilities could prevent or
interfere with our product commercialization efforts. Defending a suit,
regardless of merit, could be costly, could divert management attention and
might result in adverse publicity, which could result in the withdrawal of, or
inability to recruit, clinical trial volunteers, or result in reduced acceptance
of products derived from our sponsored research and development activities in
the market.
We do not
currently carry any insurance. If a claim against us results in a large monetary
judgment, which we cannot pay, we may have to cease operations.
Failure
To Obtain Third Party Reimbursement For Products Derived From Our Sponsored
Research and Development Efforts Could Limit Our Revenue.
In the
United States, success in obtaining payment for a new product from third
parties, such as insurers, depends greatly on the ability to present data which
demonstrates positive outcomes and reduced utilization of other products or
services, as well as cost data which shows that treatment costs using the new
product are equal to or less than what is currently covered for other products.
If we are unable to obtain favorable third party reimbursement and patients are
unwilling or unable to pay for such products or services out-of-pocket, it could
limit our revenue and harm our business.
We
Rely On Our Management, The Loss Of Whose Services Could Have A Material Adverse
Affect On Our Business.
We rely
upon the services of our board of directors and management, in particular those
of our president and chief executive officer, Mr. Frank Menzler, the loss of
which could have a material adverse affect on our business and prospects.
Competition for qualified personnel to serve in a senior management
position is intense. If we are not able to retain our directors and
management, or attract other qualified personnel, we may not be able to fully
implement our business strategy; failure to do so would have a materially
adverse impact on our future prospects.
Other
than our employment agreement with our president, Mr. Frank Menzler, we
currently have no employment agreements with any of our officers and directors
imposing any specific condition on our officers and directors regarding their
continued employment by us. Our officers and directors are also officers,
directors and employees of other companies, and we may have to compete with such
other companies for their time, attention and efforts.
Except
for Mr. Menzler, none of our officers and directors is expected to spend more
than approximately five (5%) of their time on our business affairs. We do
not maintain key man insurance on any of our directors or officers.
RISKS
RELATED TO OUR COMMON STOCK
Future
Sales Of Our Common Stock May Decrease Our Stock Price.
We have
issued a total of 78,606,999 shares of common stock, of which 48,953,332 are
eligible for resale under Rule 144 of the Securities Act. In addition, we have
also registered a substantial number of shares of common stock that are issuable
upon the exercise of options. If holders of options choose to exercise their
purchase rights and sell shares of common stock in the public market or if the
selling stockholders whose shares are being registered pursuant to this
prospectus sell or attempt to publicly sell such shares all at once or in a
short time period, the prevailing market price for our common stock may decline.
Future public sales of shares of common stock may adversely affect the market
price of our common stock or our future ability to raise capital by offering
equity securities.
Our
Stock Price Historically Has Been Volatile And May Continue To Be
Volatile.
The
market price of our common stock has been and is expected to continue to be
highly volatile. Factors, many of which are beyond our control, include, in
addition to other risk factors described in this section,
the announcements of technological innovations by us or other
companies, regulatory matters, new or existing products or procedures, concerns
about our financial position, operating results, litigation, government
regulation, developments or disputes relating to agreements, patents or
proprietary rights, and general economic, industry and market conditions may
have a significant impact on the market price of our stock. In addition,
potential dilutive effects of future sales of shares of common stock by our
stockholders and by us, including GCA Strategic and Equinox pursuant to this
prospectus and subsequent sale of common stock by the holders of options could
have an adverse effect on the market price of our shares.
Volatility
in the market price for particular companies has often been unrelated or
disproportionate to the operating performance of those companies. Broad market
factors may seriously harm the market price of our common stock, regardless of
our operating performance. In addition, securities class action litigation has
often been initiated following periods of volatility in the market price of a
company's securities. A securities class action suit against us could result in
substantial costs, potential liabilities, and the diversion of management's
attention and resources. To the extent our stock price fluctuates and/or remains
low, it could cause you to lose some or all of your investment and impair our
ability to raise capital through the offering of additional equity
securities.
Our
Common Is A "Penny Stock" And Because "Penny Stock” Rules Will Apply, You May
Find It Difficult To Sell The Shares Of Our Common Stock You Acquired In This
Offering.
Our
common stock is a “penny stock” as that term is defined under Rule 3a51-1 of the
Securities Exchange Act of 1934. Generally, a "penny stock" is a common stock
that is not listed on a securities exchange and trades for less than $5.00 a
share. Prices often are not available to buyers and sellers and the market may
be very limited. Penny stocks in start-up companies are among the riskiest
equity investments. Broker-dealers who sell penny stocks must provide purchasers
of these stocks with a standardized risk-disclosure document prepared by the
U.S. Securities & Exchange Commission. The document provides information
about penny stocks and the nature and level of risks involved in investing in
the penny stock market. A broker must also give a purchaser, orally or in
writing, bid and offer quotations and information regarding broker and
salesperson compensation, make a written determination that the penny stock is a
suitable investment for the purchaser, and obtain the purchaser's written
agreement to the purchase. Many brokers choose not to participate in penny stock
transactions. Because of the penny stock rules, there is less trading activity
in penny stock and you are likely to have difficulty selling your
shares.
Mr.
Harmel S. Rayat, Our Secretary, Treasurer, Chief Financial Officer, Principal
Accounting Officer And Director, Is Able To Substantially Influence
All Matters Requiring Approval By Our Stockholders, Including The Election Of
Directors.
As
of March 24, 2008, Mr. Rayat beneficially owned 44,213,056 shares, constituting
approximately 56% of our outstanding common stock. Accordingly, he is able to
substantially influence virtually all matters requiring approval by our
stockholders, including the election of directors. Our Articles of Incorporation
do not provide for cumulative voting in the election of directors and,
therefore, although they are able to vote, our other stockholders should not
expect to be able to elect any directors to our board of directors.
Compliance
With Changing Regulation Of Corporate Governance And Public Disclosure May
Result In Additional Expenses.
Keeping abreast of, and in compliance
with, changing laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC
regulations and, in the event we are ever approved for listing on either NASDAQ
or a registered exchange, NASDAQ and stock exchange rules, will require an
increased amount of management attention and external resources. We intend to
continue to invest all reasonably necessary resources to comply with evolving
standards, which may result in increased general and administrative expenses and
a diversion of management time and attention from revenue-generating activities
to compliance activities.
We
Do Not Intend To Pay Dividends For The Foreseeable Future.
We
currently intend to retain future earnings, if any, to support the development
and expansion of our business and do not anticipate paying cash dividends in the
foreseeable future. Our payment of any future dividends will be at the
discretion of our board of directors after taking into account various factors,
including but not limited to our financial condition, operating results, cash
needs, growth plans and the terms of any credit agreements that we may be a
party to at the time. Accordingly, investors must rely on sales of their common
stock after price appreciation, which may never occur, as the only way to
realize their investment. Investors seeking cash dividends should not purchase
the units offered by us pursuant to this prospectus.
ITEM
2. PROPERTIES.
The
Company's corporate office is located at 60 State Street, Suite 700, Boston,
MA 02109. Our administrative office is located at 1628
West First Avenue, Suite 216, Vancouver, BC, Canada, V6J 1G1. A private
corporation controlled by Mr. Harmel S. Rayat, our secretary, treasurer, chief
financial officer, chairman, director and majority stockholder, owns the
Vancouver, BC premises. We share these facilities with several other companies
with which Mr. Rayat is affiliated.
Our
sponsored research and development activities are conducted in facilities
located at the Center for Animal Functional Genomics, Department of Animal
Science, Michigan State University, East Lansing, MI 48824, the Growth Biology
Laboratory BARC-East, Bldg. 200, Room 202, Beltsville, Maryland 20705 and at the
Biotechnology and Germplasm Laboratory BARC-East, Bldg. 200, Room 13,
Beltsville, Maryland 20705. These facilities, which also include space for any
support personnel that we may assign to the project, are provided to us under
the terms of the CRADA with the USDA and our sponsored research agreement with
MSU.
ITEM
3. LEGAL PROCEEDINGS.
The
Company is not party to any current legal proceedings.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There
were no matters submitted to a vote of the security holders in the fourth
quarter of 2007. It is our intention to schedule a shareholder’s meeting to
elect directors and transact any additional business in the second or third
quarter of 2008.
PART
II
ITEM
5.
|
MARKET
FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY
SECURITIES
|
Market
Information
The
Company's Common Stock is listed on the OTC Bulletin Board under the symbol
"HPLF". The following table sets forth the high and low sale prices for the
periods indicated:
|
|
High
|
|
|
Low
|
|
First
Quarter 2005
|
|
$ |
4.97 |
|
|
$ |
2.38 |
|
Second
Quarter 2005
|
|
$ |
3.12 |
|
|
$ |
1.80 |
|
Third
Quarter 2005
|
|
$ |
2.10 |
|
|
$ |
1.40 |
|
Fourth
Quarter 2005
|
|
$ |
2.20 |
|
|
$ |
1.35 |
|
|
|
|
|
|
|
|
|
|
First
Quarter 2006
|
|
$ |
1.62 |
|
|
$ |
0.98 |
|
Second
Quarter 2006
|
|
$ |
1.03 |
|
|
$ |
0.62 |
|
Third
Quarter 2006
|
|
$ |
1.28 |
|
|
$ |
0.61 |
|
Fourth
Quarter 2006
|
|
$ |
0.81 |
|
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|
First
Quarter 2007
|
|
$ |
0.70 |
|
|
$ |
0.41 |
|
Second
Quarter 2007
|
|
$ |
1.76 |
|
|
$ |
0.55 |
|
Third
Quarter 2007
|
|
$ |
1.07 |
|
|
$ |
0.57 |
|
Fourth
Quarter 2007
|
|
$ |
0.85 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
|
|
January
1, 2008 – March 24, 2008
|
|
$ |
0.40 |
|
|
$ |
0.31 |
|
As of
March 24, 2008, there were approximately 53 stockholders of record of the
Company's Common Stock. We are engaged in a highly dynamic industry, which often
results in significant volatility of our common stock price.
Dividend
Policy
We have
never paid cash dividends on our capital stock and do not anticipate paying any
cash dividends in the foreseeable future, but intend to retain our capital
resources for reinvestment in our business. Any future determination to pay cash
dividends will be at the discretion of the board of directors and will be
dependent upon our financial condition, results of operations, capital
requirements and other factors as the board of directors deems relevant. Our
board of directors has the right to authorize the issuance of preferred stock,
without further shareholder approval, the holders of which may have preferences
over the holders of the Common Stock as to payment of dividends.
Securities Authorized for
Issuance Under Equity Compensation Plans
|
|
Number
of Securities to be issued upon exercise of outstanding options, warrants
and rights
|
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
|
|
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|
Plan
Category
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans approved by security
holders
|
|
|
2,000,000 |
|
|
$ |
0.52 |
|
|
|
35,771,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by security
holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,000,000 |
|
|
$ |
0.52 |
|
|
|
35,771,250 |
|
ITEM
6. SELECTED FINANCIAL DATA
FIVE-YEAR STATEMENT OF
OPERATIONS
|
|
Years
Ended December 31
|
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
Revenues
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management
fees and consulting fees – Related party
|
|
|
28,500 |
|
|
|
9,500 |
|
|
|
29,925 |
|
|
|
36,166 |
|
|
|
26,932 |
|
Investor
Relations
|
|
|
960,003 |
|
|
|
1,016,916 |
|
|
|
696,282 |
|
|
|
451,373 |
|
|
|
540,315 |
|
Stock
based compensation expense
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
2,607,302 |
|
|
|
935,044 |
|
Other
operating expense
|
|
|
53,309 |
|
|
|
219,626 |
|
|
|
326,006 |
|
|
|
659,726 |
|
|
|
1,006,289 |
|
Research
and Development
|
|
|
41,400 |
|
|
|
151,546 |
|
|
|
261,691 |
|
|
|
302,618 |
|
|
|
172,533 |
|
Stock
offering costs
|
|
|
- |
|
|
|
- |
|
|
|
1,420,796 |
|
|
|
505,917 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
General and Administrative Expenses
|
|
|
1,083,212 |
|
|
|
1,397,588 |
|
|
|
2,734,700 |
|
|
|
4,563,102 |
|
|
|
2,681,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expenses
|
|
|
20,458 |
|
|
|
39,946 |
|
|
|
83,365 |
|
|
|
104,436 |
|
|
|
88,992 |
|
Interest
Income
|
|
|
(947 |
) |
|
|
(1,921 |
) |
|
|
(4,463 |
) |
|
|
(13,039 |
) |
|
|
(39,451 |
) |
Amortization
of discount on issuance of convertible promissory
notes
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,624,756 |
|
Amortization
of deferred financing costs
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
82,787 |
|
|
|
|
19,511 |
|
|
|
38,025 |
|
|
|
78,902 |
|
|
|
91,397 |
|
|
|
1,757,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss Available to Common Stockholders
|
|
$ |
(1,102,723 |
) |
|
$ |
(1,435,613 |
) |
|
$ |
(2,813,602 |
) |
|
$ |
(4,654,499 |
) |
|
$ |
(4,438,197 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
and Diluted Loss Per Common Share
|
|
$ |
(0.02 |
) |
|
$ |
(0.02 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.07 |
) |
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Common Shares Outstanding
|
|
|
57,817,305 |
|
|
|
64,610,777 |
|
|
|
69,314,822 |
|
|
|
71,449,018 |
|
|
|
74,101,897 |
|
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
|
Discussion
and Analysis
The
following discussion and analysis is based upon our financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States, and should be read in conjunction with
our financial statements and related notes. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue and expenses, and related
disclosure of contingent assets and liabilities. Management bases its estimates
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. In addition, the following
discussion and analysis contains forward-looking statements that involve risks
and uncertainties, including, but not limited to, those discussed in “Risk
Factors,” “Forward Looking Statements,” and elsewhere in this
prospectus.
Overview
We are a
development stage biotechnology company focused on the identification and
development of cell-based technologies and products. We currently do not
directly conduct any of our research and development activities. Rather,
once a technology has been identified, we fund the research and development
activities relating to the technology with the intention of ultimately, if
warranted, licensing, commercializing and marketing the subject technology.
Our
sponsored research is being conducted pursuant to a Cooperative Research and
Development Agreement with the United States Department of Agriculture’s
Agricultural Research Service and a sponsored research agreement with
Michigan State University..
Currently,
we are concentrating our sponsored research and development efforts on
developing a cell-supported artificial liver device, in-vitro toxicology and
pre-clinical drug testing platforms, and a cell-based vaccine production
system.
Artificial Liver
Device
We are
working towards optimizing the hepatic (liver) functionality of a porcine cell
line, and subclones thereof, which we refer to as the “PICM-19 Cell Line.” The
PICM-19 Cell Line was developed and patented by USDA Agricultural Research
Service scientists. The hepatic characteristics of the PICM-19 Cell Line
have been demonstrated to have potential application in the production of an
artificial liver device, which application was also developed and patented by
USDA Agricultural Research Service scientists for potential use by human
patients with liver failure.
In-Vitro Toxicology
Testing
The
PICM-19 Cell Line, grown in-vitro, can synthesize liver specific proteins such
as albumin and transferrin, and display enhanced liver-specific functions, such
as ureagenesis (conversion of ammonia to urea) and cytochrome P450 (a family of
over 60 enzymes the body uses to break down toxins and make blood) activity. The
P-450 enzyme systems are key components in the overall hepatic detoxification
pathway of drugs and other xenobiotics (toxic foreign chemicals which can be
both man-made and natural chemicals, such as pesticides and pollutants).
Likewise, ureagenesis is another important hepatic function since urea
production is required for the detoxification of ammonia derived from the
catabolism (breakdown of complex organic molecules into simpler components) of a
number of nitrogen containing compounds. As a result, we believe the PICM-19
Cell Line could be an important element in developing in-vitro toxicological and
pre-clinical drug testing platforms that could more accurately determine the
potential toxicity and metabolism of new pharmacological compounds in the
liver.
Cell-Based Vaccine
Production
We are
working towards optimizing the functionality of a chicken cell line, and
subclones thereof, which we refer to as the “PBS-1 Cell Line.” The PBS-1 Cell
Line was developed for use in cell-based vaccine production and was exclusively
licensed from Michigan State University in June 2006. The license
agreement gives HepaLife exclusive rights to five issued patents. Successful
cell-culture based vaccine production has the potential to reduce manufacturing
time compared to traditional influenza vaccine manufacturing methods and could
allow for rapid expansion of vaccine production in the face of an influenza
pandemic.
Currently,
vaccine production involves injecting a small amount of a targeted virus into
fertilized chicken eggs. Over time, the virus is harvested from the eggs,
eventually inactivated and purified, and finally blended into a vaccine and
bottled in vials. This egg-based production method takes at least six
months, and in the event of a flu pandemic, it is unlikely to produce vaccines
fast enough to meet expected demand.
Third-party
analysis has confirmed that PBS-1 cells are free from exogenous agents, fungi,
bacteria, diseases, and potentially harmful viruses. In addition, PBS-1
cell have grown and replicated several human influenza virus types, including
H1N1, H3N2 and type B. The most important step towards the production of a
cell-culture based vaccine against a targeted virus is the ability to
efficiently grow the same virus in a cell substrate.
Critical Accounting
Policies
Our
discussion and analysis of our financial condition and results of operations are
based on our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities and expenses and related
disclosures. We review our estimates on an ongoing basis.
We
consider an accounting estimate to be critical if it requires assumptions to be
made that were uncertain at the time the estimate was made; and changes in the
estimate or different estimates that could have been made could have a material
impact on our results of operations or financial condition. While our
significant accounting policies are described in more detail in the notes to our
financial statements included in this prospectus, we believe the following
accounting policies to be critical to the judgments and estimates used in the
preparation of our financial statements.
General and Administrative
Expenses
Our
general and administrative expenses consist primarily of personnel related
costs, legal costs, including intellectual property, investor relations costs,
stock based compensation costs, accounting costs, and other professional and
administrative costs.
Research and Development
Costs
Research
and development costs represent costs incurred to develop our technology
incurred pursuant to our CRADA with the USDA’s Agricultural Research Service and
pursuant to our sponsored research agreement with MSU. The agreements include
salaries and benefits for research and development personnel, allocated overhead
and facility occupancy costs, contract services and other costs. We charge all
research and development expenses to operations as they are incurred. We do not
track research and development expenses by project. In addition costs for third
party laboratory work might occur.
Results
of Operations
We have
yet to establish any history of profitable operations. We have not
generated any revenues from operations during the past 5 years and do not expect
to generate any revenues for the foreseeable future. We have incurred annual
operating losses of $4,438,197, $4,654,499, and $2,813,602 respectively, during
the past three fiscal years of operation. As a result, at December
31, 2007, we had an accumulated deficit of $15,654,069. Our
profitability will require the successful completion of our research and
development programs, and the subsequent commercialization of the results or of
products derived from such research and development efforts. No
assurances can be given when this will occur or that we will ever be
profitable.
Our
independent auditors have added an explanatory paragraph to their audit opinion
issued in connection with the financial statements for the years ended December
31, 2007 and 2006, relative to our ability to continue as a going concern. Our
ability to obtain additional funding will determine our ability to continue as a
going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Results of Operations for
Years Ended December 31, 2007 and 2006
We had no
revenues in 2007 and 2006. Our general and administrative expenses decreased 41%
to $2,508,580 in 2007, from $4,260,484 in the same period in 2006. This decrease
was primarily attributable a reduction in the stock based compensation expense
that incurred in 2006.
In 2007,
we also incurred $172,533 in research and development expenses, a decrease of
43%, compared to $302,618 of research and development costs that we incurred in
2006.
Interest
income increased 203% to $39,451 in 2007, from $13,039 during the same period in
2006. This was the result of higher average cash balances maintained during
2007.
Our net
loss in 2007 decreased 5% to $4,438,197, from $4,654,499 in 2006.
Liquidity and Capital
Resources for
Years Ended December 31, 2007 and 2006
At
December 31, 2007, the Company had a cash balance of $534,113, compared to a
cash balance of $252,887 at December 31, 2006.
During
2007, the Company used $1,895,400 of net cash from operating activities, as
compared to $1,422,509 of net cash in 2006.
Net cash
provided by financing activities was $2,259,276 for 2007 compared to $1,592,246
for 2006. The Company has financed its operations primarily from cash on hand,
through loans from shareholders, proceeds from stock option and warrant
exercises, through the common stock purchase agreement with Fusion Capital and
through the securities purchase agreement with GCA Strategic Investment
Limited.
At this
time, we have no agreements or understandings with any third party regarding any
financings.
During
the year ended December 31, 2007, Fusion Capital has purchased 891,019 (2006:
2,154,661) shares of common stock of the Company for total proceeds of $495,001
(2006: $1,719,996).
During
the year ended December 31, 2007, Notes in the amount of $1,745,000 were
converted into 2,604,721 shares.
Results of Operations for
Years Ended December 31, 2006 and 2005
We had no
revenues in 2006 and 2005. Our general and administrative expenses increased 72%
to $4,260,484 in 2006, from $2,473,009 in the same period in 2005. This increase
was primarily attributable to the stock based compensation expense that incurred
in 2006.
In 2006,
we also incurred $302,618 in research and development expenses, an increase of
16%, compared to $261,691 of research and development costs that we incurred in
2005.
Interest
income increased 192% to $13,039 in 2006, from $4,463 during the same period in
2005. This was the result of higher average cash balances maintained during
2006.
Our net
loss in 2006 increased 65% to $4,654,499, from $2,813,602 in 2005. This increase
was primarily attributable to the stock based compensation expense that incurred
in 2006.
Liquidity and Capital
Resources for
Years Ended December 31, 2006 and 2005
At
December 31, 2006, the Company had a cash balance of $252,887, compared to a
cash balance of $107,263 at December 31, 2005.
During
2006, the Company used $1,422,509 of net cash from operating activities, as
compared to $1,332,440 of net cash in 2005.
Net cash
provided by financing activities was $1,592,246 for 2006 compared to $832,100
for 2005. The Company has financed its operations primarily from cash on hand,
through loans from shareholders, proceeds from stock option and warrant
exercises and through the common stock purchase agreement with Fusion
Capital.
At this
time, except for our agreement with Fusion Capital, we have no agreements or
understandings with any third party regarding any financings.
During
the year ended December 31, 2006, Fusion Capital has purchased 2,154,661 shares
of common stock of the Company for total proceeds of $1,719,996.
Sponsored
Research Agreements
USDA Agricultural Research
Service
On November 1, 2002, we entered into a
CRADA with the USDA’s Agricultural Research Service and committed to pay a total
of $292,727 to USDA’s Agricultural Research Service over a two-year period
ending February 19, 2005.
Effective
on November 28, 2002, we amended our CRADA, in writing, to provide for the
addition of Dr. Thomas Caperna as a co-authorized departmental officer’s
designated representative.
Effective
on July 12, 2003, we amended our CRADA, in writing, to reflect the change of our
name from “Zeta Corporation” to “HepaLife Technologies, Inc.”
In February 2004, we orally amended our
CRADA to modify the payment schedule so as to delay payment of installments due
in August and November of 2004 and thereafter until and unless funds
are actually required.
On May 24, 2004, we amended the CRADA,
and agreed to pay a total of $807,828 through September 30, 2007, of which
$153,600 had already been paid under the original agreement.
On November 20, 2007, we entered into a
new CRADA with USDA’s Agricultural Research Service pertaining to the continued
development and use of patented liver cell lines in artificial liver devices and
in-vitro toxicological testing platforms.
As of
December 31, 2007, total payments of $144,103 have been paid.
Ownership of Developed
Technologies Under the CRADA
Under the
terms of the CRADA all rights, title and interest in any subject invention made
solely by USDA’s Agricultural Research Service employees are owned by USDA’s
Agricultural Research Service, solely by us are owned by us, and any such
inventions are owned jointly by us and USDA’s Agricultural Research Service if
made jointly by USDA’s Agricultural Research Service and us. Under the CRADA, we
have an option to negotiate an exclusive license in each subject invention owned
or co-owned by USDA’s Agricultural Research Service for one or more field(s) of
use encompassed by the CRADA. The option terminates when and if we fail
to:
-
submit a complete application for an exclusive license within sixty days
of being notified by USDA’s Agricultural Research Service of an invention being
available for licensing; or
-
submit a good faith written response to a written proposal of licensing
terms within forty five days of such proposal.
The
Company has 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 certain
conditions.
Although
the termination date of the CRADA is September 30, 2007, the CRADA is subject to
earlier termination at any time by mutual consent. Moreover, either party may
unilaterally terminate the entire agreement at any time by giving the other
party written notice not less than sixty calendar days prior to the desired
termination date. To date, we have neither given nor received any such written
notice.
Michigan State
University
On July
15, 2006, we entered into a sponsored research agreement with the Michigan State
University and committed to pay up to a total of $70,000 to MSU over a one-year
period ended July 14, 2007.
As of
December 31, 2007, total payment of $73,352 has been paid in relation to the
project, including the reimbursement of research expenses of $64,851 to MSU.
Ownership of Developed
Technologies under the Sponsored Research Agreement
In
consideration for research support and patent expenses received hereunder, the
MSU grants HepaLife a right of first refusal applicable to any exclusive option
or exclusive license that MSU elects to offer with respect to any University or
joint invention, including any patent application and patents resulting from. In
addition, any commercial non-exclusive option or license that the MSU elects to
offer with respect to such University invention shall be offered to us
simultaneously and under identical terms with the offer to any third
party.
Although
the termination date of the sponsored research agreement was July 14, 2007,
either party may unilaterally terminate the entire agreement at any time by
giving the other party written notice not less than ninety calendar days prior
to the desired termination date. To date, we have neither given nor received any
such written notice.
License
Agreement
USDA Agricultural Research
Service
On
November 2, 2007, HepaLife Technologies, Inc. entered into an exclusive
license agreement with the USDA’s, Agricultural Research Service for the use of
patented liver cell lines in artificial liver devices and in-vitro toxicological
testing platforms.
The terms
of the agreement cover specific patents and the PICM-19 hepatocyte cell lines.
Financial details were not disclosed.
As of
December 31, 2007, total payments of $75,000 of the $150,000 for license
fee have been paid.
Plan
of Operation
The
essential elements of our business plan are centered upon the utilization of the
PICM-19 Cell Line in two separate biomedical applications, namely the
development of an artificial liver device and in vitro toxicological testing
platforms as well as the utilization of the PBS-1 Cell in Vaccine
production.
Artificial
Liver Device
To help
liver failure patients survive long enough to receive a liver transplant or
recover without a transplant by exploiting the well known regenerative powers of
the liver, a number of artificial liver devices are currently being developed
and tested using living pig or human liver cells and various filtering or
dialysis mechanisms. Since the liver is the only organ in the human body that
can regenerate itself, artificial liver devices are intended to temporarily
perform the function of a human liver, such as removing toxins from the body,
thus giving the patient’s own liver valuable time to recover and
regenerate. Unfortunately, artificial liver technologies have not
lived up to their initial promise as a consequence of problems relating to their
inability to grow liver cells quickly and safely and with inconsistent results
from filtering devices. Culturing and maintaining such cells have proven
difficult; once removed from the body, they soon lose their normal functioning
attributes.
To date,
the cellular components of artificial liver devices that are being tested have
been based on freshly isolated porcine hepatocytes (liver cells), human immortal
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 device is the lack of an
appropriately defined cell line that will provide the functions of an intact
liver.
We are
working towards optimizing the hepatic (liver) functionality of a porcine cell
line and subclones thereof, which we refer to as the “PICM-19 Cell Line.” The
PICM-19 Cell Line was developed and patented by USDA Agricultural Research
Service scientists. Thus far, we have demonstrated that cells
from the PICM-19 Cell Line are highly metabolic and are capable of clearing
toxic levels of ammonia from the culture environment in a static culture system
(ammonia is a highly toxic molecule and a major causative agent of hepatic coma
in patients with acute liver failure). A unique metabolic feature of
PICM-19 cells is also the production of urea, which is the product of an
enzymatic pathway only present in hepatocytes and which is not found in any
hepatic tumor cell lines.
In
Vitro Toxicology and Drug Testing
Hepatocytes,
the major cell type comprising the liver, perform the important task of
metabolizing or detoxifying drug compounds that enter the body. This is
accomplished primarily through cytochrome P450 enzymes that are abundantly
expressed in hepatocytes. Therefore, hepatocytes grown in-vitro have application
for the rapid screening of multiple drug candidates to predict their potential
liver toxicity and liver-specific pharmacological characteristics prior to
clinical testing.
We
believe the ability of the PICM-19 Cell Line, which is also concurrently being
tested by us for use in an artificial liver device, to differentiate into either
hepatocytes or bile duct cells (two key cell types of the liver) and to
synthesize liver specific proteins, such as albumin and transferrin, as well as
display enhanced liver-specific functions, such as ureagenesis and cytochrome
P450 activity, could be important to the development of in-vitro
toxicological and pre-clinical drug testing platforms that could more accurately
determine the potential toxicity and metabolism of new pharmacological compounds
in the liver.
According
to FDA recommendations, all drugs and newly developed chemicals require rigorous
toxicity testing before approval can be granted. Since the liver is
the primary site of chemical detoxification as well as the tissue where many
compounds are activated into highly toxic substances, much attention has been
placed upon development of an in-vitro model liver system for drug
testing. Currently available test systems utilize either cells
isolated from rat, pig or human livers or use available tumor cell
lines or proprietary modified tumor cell lines. Ultimately, these
systems lack either stability, reproducibility (primary cell isolates) or the
ability to fully represent the complete set of hepatic functions (tumor cell
lines). These drawbacks do not appear to exist with the PICM-19 cell
line as these cells were naturally derived from porcine embryonic stem cells and
have demonstrated functional stability in long term culture.
Cell-based
Vaccine Production
A
successful cell-culture based avian flu vaccine has the potential to reduce
production time compared to traditional vaccine production methods and should
allow rapid expansion of vaccine production in the face of a pandemic.
Traditional production methods use embryonated hens' eggs, which requires
extensive planning for the millions of eggs necessary in the case of
exponentially increasing demand. Additionally, risks associated with impurities
in eggs (antibiotics and other viruses), which may cause sterility problems, and
allergies against egg albumin, could be avoided.
Current
vaccine production, which is based on decades old technology, involves injecting
a small amount of a targeted virus into fertilized chicken eggs, where the virus
multiplies. After the virus is harvested from the eggs, chemicals inactivate and
purify the virus, which is then blended into a vaccine and bottled in vials.
This production method takes at least six months.
In the
event of a flu pandemic, it is unlikely that current egg-based vaccines will be
produced fast enough to meet expected demand due to the lengthy production time.
Additionally, vaccines go stale quickly, and small changes in a virus's makeup
can render them useless. Transferring production to a cell-culture based system
may avoid these problems and reduce lot to lot variation in vaccine efficacy and
potency.
We are working towards optimizing the
functionality of an embryonic chicken cell line and subclones thereof, which we
refer to as the “PBS-1 Cell Line.” The PBS-1 Cell Line was licensed from the
Michigan State University. Thus far, we have demonstrated that
cells from the PBS-1 Cell Line are is capable of growing a variety of virus
strain and is free of pathogens, diseases, bacteria, and potentially harmful
viruses.
Based
upon our assessment of the information and data obtained in connection with our
ongoing sponsored research efforts, we believe the PBS-1 Cell Line has the
required attributes to address the need for an appropriately defined cell line
for use in vaccine production. Key among these attributes is the PBS-1 Cell
Line’s ability to grow a variety of avian virus including, but not limited to
Mareks disease virus and Newcastle disease virus. In addition independent
third-party analysis confirmed that the PBS-1 cells are free from exogenous
agents, bacteria and fungi.
Pathogen-free cells are critical for the rapid development of novel,
cell-culture based vaccine production and address released recommendations in
the US Food and Drug Administration’s (FDA) Draft Guidance for Industry for the
safe and effective development of a new generation of cell-based
vaccines.
There is
no assurance that we will achieve all or any of our goals.
Due to
the "start up" nature of our business, we expect to incur losses as we continue
conducting our ongoing sponsored research and product development programs. We
will require additional funding to continue our research and product development
programs, to conduct preclinical studies and clinical trials, for operating
expenses, to pursue regulatory approvals for our product candidates, for the
costs involved in filing and prosecuting patent applications and enforcing or
defending patent claims, if any, for any possible acquisitions or new
technologies, and we may require additional funding to establish manufacturing
and marketing capabilities in the future. We may seek to access the public or
private equity markets whenever conditions are favorable. We may also seek
additional funding through strategic alliances and other financing mechanisms.
We cannot assure you that adequate funding will be available on terms acceptable
to us, if at all. If adequate funds are not available, we may be required to
curtail significantly one or more of our research or development programs or
obtain funds through arrangements with collaborators or others. This may require
us to relinquish rights to certain of our technologies or product candidates. To
the extent that we are unable to obtain third-party funding for such expenses,
we expect that increased expenses will result in increased losses from
operations. We cannot assure you that we will successfully develop our products
under development or that our products, if successfully developed, will generate
revenues sufficient to enable us to earn a profit.
Related
Party Transactions
Management
Fees: During the year ended December 31, 2007, the Company paid management fees
of $4,900 (2006: $10,800) to the directors. There is no management or
consulting agreement in effect nor is there an agreement in place to convert
debt to equity.
Notes
Payable and Accrued Interest: As of December 31, 2007, notes payable of $877,800
was made up from unsecured loans of $677,800 and $200,000, all bearing interest
at the rate of 8.50%, due to a director and major shareholder of the Company.
The entire amounts of principal and interest accrued are due and payable on
demand. Accrued and unpaid interest on these notes at December 31, 2007,
amounted to $208,330 (2006: $158,535).
Rent: The
Company’s administrative office is located at 1628 West 1st Avenue, Suite 216,
Vancouver, British Columbia, Canada, V6J 1G1. These premises are owned by a
private corporation controlled by a director and majority shareholder. The
Company pays a monthly rent of C$3,200 effective from April 1, 2006. The Company
paid rent of $35,740 (2006: $38,656) for the year ended December 31,
2007.
Mr.
Harmel S. Rayat is an officer, director and majority stockholder of the Company.
He is also an officer, director and stockholder of each of PhytoMedical
Technologies, Inc., Entheos Technologies, Inc., Octillion Corp., MicroChannel
Technologies Corporation and International Energy, Inc.
All
related party transactions are recorded at the exchange amount established and
agreed to between related parties and are in the normal course of
business.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Our
exposure to market risk is confined to our cash equivalents and short-term
investments. We invest in high-quality financial instruments; primarily money
market funds, federal agency notes, and US Treasury obligations, with the
effective duration of the portfolio within one year which we believe are subject
to limited credit risk. We currently do not hedge interest rate exposure. Due to
the short-term nature of our investments, we do not believe that we have any
material exposure to interest rate risk arising from our
investments.
ITEM
8. FINANCIAL STATEMENTS
Index
to Financial Statements
|
|
PAGE
|
Report
of Independent Registered Public Accounting Firm
|
|
28
|
|
|
|
Consolidated
Balance Sheets as of December 31, 2007 and 2006
|
|
29
|
|
|
|
Consolidated
Statements of Operations for the years ended December 31, 2007 and 2006
and from Inception (October 21, 1997) to December 31, 2007
|
|
30
|
|
|
|
Consolidated
Statements of Stockholders’ Deficiency from Inception (October 21, 1997)
to
December 31, 2007
|
|
31 |
|
|
|
Consolidated
Statements of Cash Flows for the years ended December 31, 2007 and 2006,
and
from Inception (October 21, 1997) to December 31,
2007
|
|
36 |
|
|
|
Notes
to the Financial Statements
|
|
37
|
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
HepaLife
Technologies, Inc.
Boston,
Massachusetts
We have
audited the accompanying consolidated balance sheets of HepaLife Technologies,
Inc. and Subsidiaries (a development stage company) ("the Company") as of
December 31, 2007 and 2006, and the related consolidated statements of
operations, stockholders' equity (deficiency), and cash flows for the years then
ended, and for the period from October 21, 1997 (date of inception) to
December 31, 2007. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of HepaLife Technologies, Inc.
and Subsidiaries (a development stage company) as of December 31, 2007 and
2006, and the results of their operations and their cash flows for the years
then ended, and for the period from October 21, 1997 (date of inception) to
December 31, 2007, in conformity with accounting principles generally
accepted in the United States.
The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1
to the financial statements, the Company has experienced recurring losses from
operations since inception, has a working capital deficit, and has a deficit
accumulated during the development stage. These conditions raise
substantial doubt about the Company's ability to continue as a going
concern. Management's plans regarding these matters are also
described in Note 1. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/S/
PETERSON SULLIVAN PLLC
March 28,
2008
Seattle,
Washington
HEPALIFE
TECHNOLOGIES, INC.
(A
Development Stage Company)
CONSOLIDATED
BALANCE SHEETS
December
31, 2007 and 2006
(Expressed
in U.S. Dollars)
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Cash
|
|
$ |
534,113 |
|
|
$ |
252,887 |
|
Prepaid
expenses
|
|
|
4,338 |
|
|
|
3,775 |
|
Total
current assets
|
|
|
538,451 |
|
|
|
256,662 |
|
|
|
|
|
|
|
|
|
|
Equipment, net (Note
6)
|
|
|
10,882 |
|
|
|
23,259 |
|
License fee (Note
4)
|
|
|
75,000 |
|
|
|
- |
|
Deferred financing costs
(Note 8)
|
|
|
210,728 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
835,061 |
|
|
$ |
279,921 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$ |
4,800 |
|
|
$ |
170,077 |
|
Accounts
payable - related parties (Note 3)
|
|
|
208,330 |
|
|
|
158,535 |
|
Notes
payable - related party (Note 3)
|
|
|
877,800 |
|
|
|
1,010,000 |
|
Total
current liabilities
|
|
|
1,090,930 |
|
|
|
1,338,612 |
|
|
|
|
|
|
|
|
|
|
Convertible promissory note,
at face value (Note 8)
|
|
|
755,000 |
|
|
|
- |
|
Discount
on convertible promissory notes (Note 8)
|
|
|
(468,343 |
) |
|
|
- |
|
|
|
|
286,657 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
1,377,587 |
|
|
|
1,338,612 |
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies (Note 4, 5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY (DEFICIENCY)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity (Deficiency)
|
|
|
|
|
|
|
|
|
Preferred
stock: $0.10 par value; Authorized: 1,000,000
|
|
|
|
|
|
|
|
|
Issued
and outstanding: none
|
|
|
- |
|
|
|
- |
|
Common
stock: $0.001 par value; Authorized: 300,000,000
|
|
|
|
|
|
|
|
|
Issued
and outstanding: 76,264,584 (2006: 72,768,844)
|
|
|
76,265 |
|
|
|
72,769 |
|
Additional
paid-in capital
|
|
|
15,039,050 |
|
|
|
10,084,412 |
|
Accumulated
other comprehensive income (loss)
|
|
|
(3,772 |
) |
|
|
- |
|
Loss
accumulated during the development stage
|
|
|
(15,654,069 |
) |
|
|
(11,215,872 |
) |
|
|
|
|
|
|
|
|
|
Total
stockholders' equity (deficiency)
|
|
|
(542,526 |
) |
|
|
(1,058,691 |
) |
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
|
$ |
835,061 |
|
|
$ |
279,921 |
|
(The
accompanying notes are an integral part of these financial
statements)
HEPALIFE
TECHNOLOGIES, INC.
(A
Development Stage Company)
CONSOLIDATED
STATEMENTS OF OPERATIONS
For
the years ended December 31, 2007 and 2006
and
from inception (October 21, 1997) to December 31, 2007
|
|
|
|
|
|
|
|
From
inception
|
|
|
|
|
|
|
(October
21, 1997)
|
|
|
|
|
|
|
|
|
|
to
December 31,
|
|
(Expressed
in U.S. Dollars)
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative
and general
|
|
|
219,576 |
|
|
|
132,486 |
|
|
|
641,348 |
|
Depreciation
|
|
|
16,255 |
|
|
|
6,528 |
|
|
|
27,589 |
|
Professional
fees- accounting and legal
|
|
|
99,893 |
|
|
|
164,564 |
|
|
|
507,521 |
|
Management
and consulting fees (Note 3)
|
|
|
26,932 |
|
|
|
36,166 |
|
|
|
1,002,337 |
|
Research
and development (Notes 4 and 5)
|
|
|
172,533 |
|
|
|
302,618 |
|
|
|
1,021,288 |
|
Salary
and benefits (Note 10)
|
|
|
1,513,522 |
|
|
|
2,906,911 |
|
|
|
4,476,970 |
|
Shareholder
and investor relations
|
|
|
540,315 |
|
|
|
451,373 |
|
|
|
3,784,389 |
|
Stock
offering costs
|
|
|
- |
|
|
|
505,917 |
|
|
|
1,926,713 |
|
Transfer
agent and filing
|
|
|
4,628 |
|
|
|
3,767 |
|
|
|
16,017 |
|
Travel
|
|
|
87,459 |
|
|
|
52,772 |
|
|
|
293,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,681,113 |
|
|
|
4,563,102 |
|
|
|
13,697,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Loss
|
|
|
(2,681,113 |
) |
|
|
(4,563,102 |
) |
|
|
(13,697,771 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
income and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
on promissory note
|
|
|
(80,431 |
) |
|
|
(93,833 |
) |
|
|
(313,497 |
) |
Interest,
bank charges and foreign exchange loss
|
|
|
(8,561 |
) |
|
|
(10,603 |
) |
|
|
(24,546 |
) |
Interest
income
|
|
|
39,451 |
|
|
|
13,039 |
|
|
|
89,288 |
|
Amortization
of discount on issuance of convertible promissory notes (Note
8)
|
|
|
(1,624,756 |
) |
|
|
- |
|
|
|
(1,624,756 |
) |
Amortization
of deferred financing costs (Note 8)
|
|
|
(82,787 |
) |
|
|
- |
|
|
|
(82,787 |
) |
|
|
|
(1,757,084 |
) |
|
|
(91,397 |
) |
|
|
(1,956,298 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss available to common shareholders
|
|
$ |
(4,438,197 |
) |
|
$ |
(4,654,499 |
) |
|
$ |
(15,654,069 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share - basic
and diluted
|
|
$ |
(0.06 |
) |
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
common shares outstanding - basic and diluted
|
|
|
74,101,897 |
|
|
|
71,449,018 |
|
|
|
|
|
(The
accompanying notes are an integral part of these financial
statements)
HEPALIFE
TECHNOLOGIES, INC.
(A
Development Stage Company)
CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
from
inception (October 31, 1997) to December 31, 2007
|
|
Common
Stock
|
|
|
|
|
|
Accumulated
other
|
|
|
Loss
accumulated
|
|
|
|
|
|
Total
stockholders'
|
|
(Expressed
in U.S. Dollars)
|
|
Shares
|
|
|
Amount
|
|
|
Additional
paid-in capital
|
|
|
comprehensive
income
|
|
|
during
development stage
|
|
|
Comprehensive
income (loss)
|
|
|
equity
(deficiency)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for service rendered at $0.00025 per share, October 21,
1997
|
|
|
12,000,000 |
|
|
$ |
12,000 |
|
|
$ |
(9,000 |
) |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
3,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash at $0.0625 per share during 1997
|
|
|
1,200,000 |
|
|
|
1,200 |
|
|
|
73,800 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
from inception
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(October
21, 1997) to December 31, 1997
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
42 |
|
|
|
42 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 1997
|
|
|
13,200,000 |
|
|
|
13,200 |
|
|
|
64,800 |
|
|
|
- |
|
|
|
42 |
|
|
|
|
|
|
|
78,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for service rendered at $0.025 per share, December 15,
1998
|
|
|
16,000,000 |
|
|
|
16,000 |
|
|
|
384,000 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss,
year ended December 31, 1998
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
(471,988 |
) |
|
|
(471,988 |
) |
|
|
(471,988 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(471,988 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 1998
|
|
|
29,200,000 |
|
|
|
29,200 |
|
|
|
448,800 |
|
|
|
- |
|
|
|
(471,946 |
) |
|
|
|
|
|
|
6,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash at $0.025 per share, March 1999
|
|
|
12,000,000 |
|
|
|
12,000 |
|
|
|
288,000 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
300,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss,
year ended December 31, 1999
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
(121,045 |
) |
|
|
(121,045 |
) |
|
|
(121,045 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(121,045 |
) |
|
|
|
|
Balance,
December 31, 1999
|
|
|
41,200,000 |
|
|
|
41,200 |
|
|
|
736,800 |
|
|
|
- |
|
|
|
(592,991 |
) |
|
|
|
|
|
|
185,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss,
year ended December 31, 2000
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
(80,608 |
) |
|
|
(80,608 |
) |
|
|
(80,608 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(80,608 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2000
|
|
|
41,200,000 |
|
|
|
41,200 |
|
|
|
736,800 |
|
|
|
- |
|
|
|
(673,599 |
) |
|
|
|
|
|
|
104,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of debt to equity at $0.015per share, July 31, 2001
|
|
|
8,933,332 |
|
|
|
8,933 |
|
|
|
125,067 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
134,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss,
year ended December 31, 2001
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
(160,364 |
) |
|
|
(160,364 |
) |
|
|
(160,364 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(160,364 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2001
|
|
|
50,133,332 |
|
|
|
50,133 |
|
|
|
861,867 |
|
|
|
- |
|
|
|
(833,963 |
) |
|
|
|
|
|
|
78,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for services at $0.06 per share, April 23,
2002
|
|
|
10,000 |
|
|
|
10 |
|
|
|
590 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of debt to equity at $0.05per share, April 26, 2002
|
|
|
2,160,000 |
|
|
|
2,160 |
|
|
|
105,840 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
108,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for investor relations services at $0.05 per share,July 25,
2002
|
|
|
2,390,000 |
|
|
\2,390
|
|
|
|
117,110 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
119,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion
of debt to equity at $0.05 per share, December 18, 2002
|
|
|
1,920,000 |
|
|
|
1,920 |
|
|
|
94,080 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
96,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss,
year ended December 31, 2002
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
(375,472 |
) |
|
|
(375,472 |
) |
|
|
(375,472 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(375,472 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2002
|
|
|
56,613,332 |
|
|
|
56,613 |
|
|
|
1,179,487 |
|
|
|
- |
|
|
|
(1,209,435 |
) |
|
|
|
|
|
|
26,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued pursuant to exercise of stock options during the year at
between $0.07 to $2.11 per share
|
|
|
282,500 |
|
|
|
283 |
|
|
|
398,317 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
398,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued pursuant to exercise of share purchase warrants in November
2003 at $0.025 per share
|
|
|
7,300,000 |
|
|
|
7,300 |
|
|
|
175,200 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
182,500 |
|
Comprehensive
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss,
year ended December 31, 2003
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
(1,102,723 |
) |
|
|
(1,102,723 |
) |
|
|
(1,102,723 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,102,723 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2003
|
|
|
64,195,832 |
|
|
|
64,196 |
|
|
|
1,753,004 |
|
|
|
- |
|
|
|
(2,312,158 |
) |
|
|
|
|
|
|
(494,958 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued pursuant to exercise of stock options during the year between
$0.07 to $2.11 per share
|
|
|
1,622,000 |
|
|
|
1,622 |
|
|
|
1,339,998 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
1,341,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued pursuant to exercise of share purchase warrants in December
2004 at $0.025 per share
|
|
|
2,000,000 |
|
|
|
2,000 |
|
|
|
48,000 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
50,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss,
year ended December 31, 2004
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
(1,435,613 |
) |
|
|
(1,435,613 |
) |
|
|
(1,435,613 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,435,613 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2004
|
|
|
67,817,832 |
|
|
|
67,818 |
|
|
|
3,141,002 |
|
|
|
- |
|
|
|
(3,747,771 |
) |
|
|
|
|
|
|
(538,951 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued pursuant to exercise of stock options in March 2005 at $3.10
per share
|
|
|
50,000 |
|
|
|
50 |
|
|
|
154,950 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
155,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued pursuant to exercise of stock options in May 2005 at $2.11
per share
|
|
|
45,000 |
|
|
|
45 |
|
|
|
94,905 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
94,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued pursuant to exercise of stock options in June 2005 at $2.11
per share
|
|
|
100,000 |
|
|
|
100 |
|
|
|
210,900 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
211,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued pursuant to exercise of stock options in October 2005 at
$2.11 per share
|
|
|
40,000 |
|
|
|
40 |
|
|
|
84,360 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
84,400 |
|
Common
stock issued pursuant to exercise of stock options in March 2005 at $2.11
per share
|
|
|
50,000 |
|
|
|
50 |
|
|
|
105,450 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
105,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued pursuant to exercise of share purchase warrants in March 2005
at $0.025 per share
|
|
|
1,250,000 |
|
|
|
1,250 |
|
|
|
30,000 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
31,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
common stock issued in June 2005 pursuant to share purchase
agreement
|
|
|
20,000 |
|
|
|
20 |
|
|
|
37,580 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
37,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
common stock issued in July 2005 pursuant to share purchase
agreement
|
|
|
691,598 |
|
|
|
692 |
|
|
|
1,382,504 |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
1,383,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss,
year ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,813,602 |
) |
|
|
(2,813,602 |
) |
|
|
(2,813,602 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,813,602 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2005
|
|
|
70,064,430 |
|
|
|
70,065 |
|
|
|
5,241,651 |
|
|
|
- |
|
|
|
(6,561,373 |
) |
|
|
|
|
|
|
(1,249,657 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
common stock issued in January 2006 pursuant to share purchase
agreement
|
|
|
374,753 |
|
|
|
375 |
|
|
|
505,542 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
505,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued in the first quarter of 2006 to Fusion Capital for
cash
|
|
|
431,381 |
|
|
|
431 |
|
|
|
449,569 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
450,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued in the second quarter of 2006 to Fusion Capital for
cash
|
|
|
416,303 |
|
|
|
416 |
|
|
|
329,584 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
330,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued in the third quarter of 2006 to Fusion Capital for
cash
|
|
|
758,606 |
|
|
|
759 |
|
|
|
584,234 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
584,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued in the fourth quarter of 2006 to Fusion Capital for
cash
|
|
|
548,371 |
|
|
|
548 |
|
|
|
354,455 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
355,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
of stock options
|
|
|
175,000 |
|
|
|
175 |
|
|
|
12,075 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
12,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
based compensation expenses
|
|
|
- |
|
|
|
- |
|
|
|
2,607,302 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
2,607,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss,
year ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,654,499 |
) |
|
|
(4,654,499 |
) |
|
|
(4,654,499 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,654,499 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2006
|
|
|
72,768,844 |
|
|
|
72,769 |
|
|
|
10,084,412 |
|
|
|
- |
|
|
|
(11,215,872 |
) |
|
|
|
|
|
|
(1,058,691 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued in the first quarter of 2007 to Fusion Capital for
cash
|
|
|
382,000 |
|
|
|
382 |
|
|
|
204,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
205,001 |
|
Common
stock issued in the second quarter of 2007 to Fusion Capital for
cash
|
|
|
509,019 |
|
|
|
509 |
|
|
|
289,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
290,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock converted from convertible promissory notes
|
|
|
2,604,721 |
|
|
|
2,605 |
|
|
|
1,742,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,745,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
allocated to the warrants issued with the convertible
notes
|
|
|
|
|
|
|
|
|
|
|
497,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
497,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
issued for the payment of broker's fees
|
|
|
|
|
|
|
|
|
|
|
64,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
64,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intrinsic
value of the beneficial conversion feature of the notes
|
|
|
|
|
|
|
|
|
|
|
1,220,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,220,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
based compensation expenses
|
|
|
|
|
|
|
|
|
|
|
935,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
935,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,772 |
) |
|
|
|
|
|
|
(3,772 |
) |
|
|
(3,772 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss,
year ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,438,197 |
) |
|
|
(4,438,197 |
) |
|
|
(4,438,197 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(4,441,969 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2007
|
|
|
76,264,584 |
|
|
$ |
76,265 |
|
|
$ |
15,039,050 |
|
|
$ |
(3,772 |
) |
|
$ |
(15,654,069 |
) |
|
|
|
|
|
$ |
(542,526 |
) |
(The
accompanying notes are an integral part of these financial
statements)
HEPALIFE
TECHNOLOGIES, INC.
(A
Development Stage Company)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
for
the years ended December 31, 2007 and 2006
and
from inception (October 21, 1997) to December 31, 2007
|
|
|
|
|
|
|
|
From
inception
|
|
|
|
|
|
|
|
|
|
(October
21, 1997)
|
|
|
|
|
|
|
|
|
|
to
December 31,
|
|
(Expressed
in U.S. Dollars)
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$ |
(4,438,197 |
) |
|
$ |
(4,654,499 |
) |
|
$ |
(15,654,069 |
) |
Adjustments
to reconcile net loss to net cash from operating
activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
16,255 |
|
|
|
6,528 |
|
|
|
27,589 |
|
Common
stock issued for services
|
|
|
- |
|
|
|
- |
|
|
|
861,100 |
|
Common
stock issued as stock offering costs
|
|
|
- |
|
|
|
505,917 |
|
|
|
1,926,713 |
|
Stock
based compensation expenses
|
|
|
935,044 |
|
|
|
2,607,302 |
|
|
|
3,542,346 |
|
Amortization
of discount on convertible promissory notes
|
|
|
1,624,756 |
|
|
|
- |
|
|
|
1,624,756 |
|
Amortization
of deferred financing costs
|
|
|
82,787 |
|
|
|
- |
|
|
|
82,787 |
|
Change
in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
(Increase) in prepaid expenses
|
|
|
(563 |
) |
|
|
(3,775 |
) |
|
|
(4,338 |
) |
Increase
(decrease) in accounts payable
|
|
|
(165,277 |
) |
|
|
63,840 |
|
|
|
4,800 |
|
Increase
in accounts payable - related party
|
|
|
49,795 |
|
|
|
52,178 |
|
|
|
208,330 |
|
Net
cash used in operating activities
|
|
|
(1,895,400 |
) |
|
|
(1,422,509 |
) |
|
|
(7,379,986 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of property and equipment
|
|
|
(3,878 |
) |
|
|
(24,113 |
) |
|
|
(38,471 |
) |
Increase
in license fees
|
|
|
(75,000 |
) |
|
|
- |
|
|
|
(75,000 |
) |
Net
cash used in investing activities
|
|
|
(78,878 |
) |
|
|
(24,113 |
) |
|
|
(113,471 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from issuance of common stock, net
|
|
|
495,001 |
|
|
|
1,732,246 |
|
|
|
5,257,067 |
|
Proceeds
from issuance of convertible notes
|
|
|
2,125,000 |
|
|
|
- |
|
|
|
2,125,000 |
|
Repayment
of promissory notes
|
|
|
(132,200 |
) |
|
|
(140,000 |
) |
|
|
877,800 |
|
Cash
paid for finders fee
|
|
|
(228,525 |
) |
|
|
- |
|
|
|
(228,525 |
) |
Net
cash provided by financing activities
|
|
|
2,259,276 |
|
|
|
1,592,246 |
|
|
|
8,031,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in cash and cash equivalents
|
|
|
284,998 |
|
|
|
145,624 |
|
|
|
537,885 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect
of foreign exchange rate
|
|
|
(3,772 |
) |
|
|
- |
|
|
|
(3,772 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents, beginning of period
|
|
|
252,887 |
|
|
|
107,263 |
|
|
|
- |
|
Cash and cash
equivalents, end of period
|
|
$ |
534,113 |
|
|
$ |
252,887 |
|
|
$ |
534,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
paid in cash
|
|
$ |
25,930 |
|
|
$ |
19,736 |
|
|
$ |
97,575 |
|
Income
tax paid in cash
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash
Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for services
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
861,000 |
|
Issuance
of common stock as stock offering costs
|
|
$ |
- |
|
|
$ |
505,917 |
|
|
$ |
1,926,713 |
|
Issuance
of warrants for deferred financing costs
|
|
$ |
64,990 |
|
|
$ |
- |
|
|
$ |
64,990 |
|
Conversion
of debt to equity
|
|
$ |
1,745,000 |
|
|
$ |
- |
|
|
$ |
1,745,000 |
|
(The
accompanying notes are an integral part of these financial
statements)
HEPALIFE
TECHNOLOGIES, INC. AND SUBSIDIARIES
(A
Development Stage Company)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2007
(Expressed
in US Dollars)
NOTE 1 - BASIS OF PRESENTATION
- GOING CONCERN
UNCERTAINITIES
HepaLife
Technologies, Inc. (the “Company”) was incorporated in the State of Florida on
October 21, 1997, with an authorized capital of 100,000,000 shares of common
stock, par value of $0.001 per share, and 1,000,000 shares of $0.10 par value
preferred stock, which may be divided into series with the rights and
preferences of the preferred stock to be determined by the Board of Directors.
On August 10, 2001, Articles of Amendment to the Articles of Incorporation were
filed to increase the authorized capital stock of the Company to 300,000,000
shares of $0.001 par value common stock.
The
Company is a development stage biotechnology company focused on the
identification, development and eventual commercialization of cell-based
technologies and products. Current cell-based technologies under development by
HepaLife include 1) the first-of-its-kind artificial liver device, 2)
proprietary in-vitro toxicology and pre-clinical drug testing platforms, and 3)
novel cell-culture based vaccine production methods for the manufacture of
vaccines against H5N1 avian influenza and other viruses.
The
Company has incurred net operating losses since inception. The Company faces all
the risks common to companies in their early stages of development, including
under capitalization and uncertainty of funding sources, high initial
expenditure levels, uncertain revenue streams, and difficulties in managing
growth. The Company’s recurring losses raise substantial doubt about its ability
to continue as a going concern and may cause it to cease operations. The
Company’s financial statements do not reflect any adjustments that might result
from the outcome of this uncertainty. The Company expects to incur losses from
its business operations and will require additional funding during 2007. The
future of the Company hereafter will depend in large part on the Company’s
ability to successfully raise capital from external sources to pay for planned
expenditures and to fund operations.
To meet
these objectives, the Company issued a Convertible Note and warrants for gross
proceeds of $2,125,000 on May 11, 2007 (Note 8). Management believes that its
current and future plans enable it to continue operations through December 31,
2008. These financial statements do not give effect to any adjustments which
would be necessary should the Company be unable to continue as a going concern
and therefore be required to realize its assets and discharge its liabilities in
other than the normal course of business and at amounts different from those
reflected in the accompanying financial statements.
NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
(a)
Principles of Accounting
These
financial statements are stated in U.S. Dollars and have been prepared in
accordance with accounting principles generally accepted in the United States of
America.
(b)
Principles of Consolidation
The
accompanying consolidated financial statements include the accounts of HepaLife
Technologies, Inc. and its subsidiaries, Phoenix BioSystems, Inc., HepaLife
Technologies Ltd. and HepaLife Biosystems Inc. Phoenix BioSystems, Inc. was
incorporated under the laws of the State of Nevada on June 6, 2006. HepaLife
Technologies Ltd. was incorporated on April 11, 2007 in British Columbia,
Canada, for the purpose of streamlining business operations in Canada. HepaLife
Biosystems Inc., was incorporated in State of Nevada on April 17, 2007 for the
purpose of categorizing operations and accounting associated with the Company’s
ongoing research and development efforts associated with its patented PICM-19
cell line, artificial liver technologies, and in vitro toxicology testing
systems. All significant inter-company transactions and accounts have been
eliminated in consolidation.
(c) Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make 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 amounts of revenues and expenses during the reporting period.
Management makes its best estimate of the ultimate outcome for these items based
on historical trends and other information available when the financial
statements are prepared. Changes in estimates are recognized in accordance with
the accounting rules for the estimate, which is typically in the period when new
information becomes available to management. Actual results could differ from
those estimates.
(d) Reclassification
Certain
prior period amounts have been reclassified to conform with current year
presentation.
(e) Cash
and Cash Equivalents
The
Company considers all highly liquid instruments purchased with an original
maturity of three months or less to be cash equivalents. The Company did not
have any cash equivalents for the year ended December 31, 2007 and 2006.
The Company occasionally has cash deposits in excess of insured
limits.
(f)
Equipment and Depreciation
Equipment
is initially recorded at cost and is depreciated under the straight-line method
over their estimated useful life as follows:
Computer
equipment - 2 years
Furniture
and fixture - 2 years
Repairs
and maintenance expenses are charged to operations as incurred.
(g)
Research and Development
Research
and development costs are expensed as incurred.
(h)
Income Taxes
The
Company accounts for income taxes under the provisions of Statement of Financial
Accounting Standard (or "SFAS") No. 109, “Accounting for Income
Taxes.” Under SFAS No. 109, deferred income tax assets and liabilities
are computed for differences between the financial statements and tax bases of
assets and liabilities that will result in taxable or deductible amounts in the
future, based on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are
established when necessary, to reduce deferred income tax assets to the amount
expected to be realized.
(i)
Earnings (Loss) Per Share
Basic
earnings (loss) per share is based on the weighted average number of common
shares outstanding. Diluted earnings (loss) per share is based on the weighted
average number of common shares outstanding and dilutive common stock
equivalents. Basic earnings (loss) per share is computed by dividing income/loss
(numerator) applicable to common stockholders by the weighted average number of
common shares outstanding (denominator) for the period. All earnings (loss) per
share amounts in the financial statements are basic earnings or loss per share,
as defined by SFAS No. 128, “Earnings Per Share.” Diluted
earnings (loss) per share does not differ materially from basic earnings (loss)
per share for all periods presented. Convertible securities that could
potentially dilute basic earnings per share in the future, such as options and
warrants, are not included in the computation of diluted earnings or loss per
share because to do so would be antidilutive.
(j)
Stock-Based Compensation
The
Company accounts for stock-based compensation under SFAS No. 123(R) “Share-Based
Payment”, which requires measurement of compensation cost for all stock-based
awards at fair value on the date of grant and recognition of compensation over
the service period for awards expected to vest. The fair value of stock options
is determined using the Black-Scholes valuation model.
(k)
Comprehensive Income
The
Company adopted SFAS No. 130, "Reporting Comprehensive
Income", which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. The Company
is disclosing this information on its Statements of Stockholders' Equity
(Deficiency). Comprehensive income comprises equity changes except those
resulting from investments by owners and distributions to owners.
(l)
Foreign Currency Translation
The
Company maintains both U.S. Dollar and Canadian Dollar bank accounts at a
financial institution in Canada. Foreign currency transactions are translated
into their functional currency, which is U.S. Dollar, in the following
manner:
At the
transaction date, each asset, liability, revenue and expense is translated into
the functional currency by the use of the exchange rate in effect at that date.
At the period end, monetary assets and liabilities are translated into U.S.
Dollars by using the exchange rate in effect at that date. Transaction gains and
losses that arise from exchange rate fluctuations are included in the results of
operations.
(m)
Intangible Assets
The
Company adopted SFAS No. 142, “Goodwill and Other Intangible
Assets” as of January 1, 2002, which presumes that goodwill and certain
intangible assets have indefinite useful lives. Accordingly, goodwill and
certain intangibles will not be amortized but rather will be tested at least
annually for impairment. SFAS No. 142 also addresses accounting and reporting
for goodwill and other intangible assets subsequent to their
acquisition. No impairment of intangible assets was recorded
during the years ended December 31, 2007 and 2006.
(n)
Impairment of Long-Lived Assets
Long-lived
assets of the Company are reviewed for impairment when changes in circumstances
indicate their carrying value has become impaired, pursuant to guidance
established in the SFAS No 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”. Management considers
assets to be impaired if the carrying amount of an asset exceeds the future
projected cash flows from related operations (undiscounted and without interest
charges). If impairment is deemed to exist, the asset will be written down
to fair value, and a loss is recorded as the difference between the carrying
value and the fair value. Fair values are determined based on quoted market
values, discounted cash flows or internal and external appraisals, as
applicable. Assets to be disposed of are carried at the lower of carrying value
or estimated net realizable value.
(o) Fair
Value of Financial Instruments
The
determination of fair value of financial instruments is made at a specific point
in time, based on relevant information about financial markets and specific
financial instruments. As these estimates are subjective in nature,
involving uncertainties and matters of significant judgement, they cannot be
determined with precision. Changes in assumptions can significantly affect
estimated fair values. The carrying value of cash and accounts payable, accrued
liabilities and notes payable approximates their fair value because of the
short-term nature of these instruments. The Company places its cash with high
credit quality financial institutions.
(p)
Related Party Transactions
A related
party is generally defined as (i) any person that holds 10% or more of the
Company’s securities and their immediate families, (ii) the Company’s
management, (iii) someone that directly or indirectly controls, is controlled by
or is under common control with the Company, or (iv) anyone who can
significantly influence the financial and operating decisions of the Company. A
transaction is considered to be a related party transaction when there is a
transfer of resources or obligations between related parties. (See Note
4).
(q) New
Accounting Pronouncements
In
December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" ("SFAS
141(R)"), which replaces SFAS No. 141. SFAS No. 141(R) establishes principles
and requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill acquired. The
Statement also establishes disclosure requirements which will enable users to
evaluate the nature and financial effects of the business combination. SFAS
141(R) is effective for fiscal years beginning after December 15, 2008. The
adoption of SFAS 141(R) will have an impact on accounting for business
combinations once adopted, but the effect is dependent upon acquisitions at that
time.
In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of Accounting Research Bulletin
No. 51" ("SFAS 160"), which establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent, the
amount of consolidated net income attributable to the parent and to the
non-controlling interest, changes in a parent's ownership interest and the
valuation of retained non-controlling equity investments when a subsidiary is
deconsolidated. The Statement also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. SFAS
160 is effective for fiscal years beginning after December 15, 2008. The Company
has not determined the effect that the application of SFAS 160 will have on its
consolidated financial statements.
NOTE 3 - RELATED PARTY
TRANSACTIONS
Management
Fees: During the year ended December 31, 2007, the Company paid management fees
of $4,900 (2006: $10,800) to the directors. There is no management or
consulting agreement in effect nor is there an agreement in place to convert
debt to equity.
Notes
Payable and Accrued Interest: As of December 31, 2007, notes payable of $877,800
was made up from unsecured loans of $677,800 and $200,000, all bearing interest
at the rate of 8.50%, due to a director and major shareholder of the Company.
The entire amounts of principal and interest accrued are due and payable on
demand. Accrued and unpaid interest on these notes at December 31, 2007,
amounted to $208,330 (2006: $158,535).
Rent: The
Company’s administrative office is located at 1628 West 1st Avenue, Suite 216,
Vancouver, British Columbia, Canada, V6J 1G1. These premises are owned by a
private corporation controlled by a director and majority shareholder. The
Company pays a monthly rent of C$3,200 effective from April 1, 2006. The Company
paid rent of $35,740 (2006: $38,656) for the year ended December 31,
2007.
Mr.
Harmel S. Rayat is an officer, director and majority stockholder of the Company.
He is also an officer, director and stockholder of each of PhytoMedical
Technologies, Inc., Entheos Technologies, Inc., Octillion Corp., MicroChannel
Technologies Corporation and International Energy, Inc.
All
related party transactions are recorded at the exchange amount established and
agreed to between related parties and are in the normal course of
business.
NOTE 4 - COOPERATIVE
AGREEMENTS
(i)
Cooperative Research and Development Agreement
On
November 1, 2002, the Company entered into a Cooperative Research and
Development Agreement (the “Agreement”) with the United States Department of
Agriculture’s (“USDA”) Agricultural Research Service (“ARS”), and committed a
total payment of $292,727 to ARS over the two year period, ending February 19,
2005.
On
May 24, 2004, the Agreement was extended to September 30, 2007 and
later to December 1, 2007 and the required total payments to ARS were amended to
$807,828; of which the entire amount was paid as of December 31,
2007.
As
amended, the Company, instead of ARS as in the original agreement, has the first
option to prepare and prosecute patent or Plant Variety Protection Certificate
applications, foreign and domestic, on subject invention owned or co-owned by
the U.S Government, subject to certain conditions.
The
Agreement is for the purpose of funding salaries, equipment, travel and other
indirect costs of one post-doctoral researcher, one support scientist, and one
technician. The terms of the agreement require the interaction of the Company
with ARS personnel on the technical details involved with pig liver cell culture
development, providing the necessary funds for the purpose above, preparing and
filing any patent applications, and reviewing reports and implementing
procedures for the development of an artificial liver device utilizing the pig
liver cell line. ARS’s responsibilities include hiring the post-doctoral
research associate for a two-year period, providing laboratory and office space
for the research associate, providing experimental animals (pigs) and slaughter
facilities, conducting the research, preparing progress reports on project
objectives, and preparing and submitting technical reports for
publication.
All
rights, title, and interest in any subject invention made solely by ARS
employees are owned by ARS, solely by the Company are owned by the Company, and
owned jointly between the Company and ARS if made jointly by ARS and the
Company. The Company is granted an option to negotiate an exclusive license in
each subject invention owned or co-owned by ARS for one or more field (s) of use
encompassed by the Agreement. The option terminates when the Company fails to
(1) submit a complete application for an exclusive license within sixty days of
being notified by ARS of an invention availability for licensing or (2) submit a
good faith written response to a written proposal of licensing terms within
forty five days of such proposal.
The
Agreement, or parts thereof, is subject to termination at any time by mutual
consent. Either party may unilaterally terminate the entire Agreement at
any time by giving the other party written notice not less than sixty calendar
days prior to the desired termination date.
(ii) New
Cooperative Research and Development Agreement
On
November 20, 2007, HepaLife Technologies, Inc. entered into a new
Cooperative Research and Development Agreement (the “CRADA”) with the U.S.
Department of Agriculture, Agricultural Research Service pertaining to the
continued development and use of patented liver cell lines in artificial liver
devices and in-vitro toxicological testing platforms.
The
Company has to pay a license execution fee for existing and future patents
related to the PICM-19 hepatocyte cell lines in the amount of $150,000 and
annual license maintenance fee of $10,000 per year from 2010 to 2012, $20,000 in
2013 and $50,000 each year thereafter until the expiration of the last to
expire licensed patents.
The
Company also has to pay in total $200,000 as milestone payments upon completion
of three different milestone events.
The
Company has to pay royalties of 3% to 6% on the net sales of any resulting
licensed products.
As of
December 31, 2007, total payments of $144,103 have been paid, including $75,000
(capitalized) of the $150,000 for license fee.
NOTE 5 - LICENSE
AGREEMENT
On June
15, 2006, the Company, through its subsidiary, Phoenix BioSystems, Inc. (“PBS”),
entered into an exclusive worldwide license agreement with
Michigan State University (“MSU”) for the development of new
cell-culture based flu vaccines to protect against the spread of influenza
viruses among humans, including potentially the high pathogenicity H5N1
virus.
The
license agreement gives the Company exclusive rights to five issued patents.
Under the terms of the license agreement, the Company agreed to pay MSU an
initial fee of $1,000 (paid) upon execution of the license agreement. A 2.5%
annual royalty based on future sales is payable, with an annual minimum payment
of $10,000 from 2010 to 2014 and $20,000 from 2015 until the expiration of the
last to expire of the patents, or until fifteen (15) years after the effective
date of June 15, 2006, whichever is longer.
The
Company also has to make milestone payments of $1,000, $2,000, $2,000 and
$10,000 to MSU when MSU achieves each of the 4 different developmental steps,
respectively.
As part
of the license agreement, the Company issued 17,650 common shares or 15% of the
total issued and outstanding shares of PBS, to Dr. Paul Coussens at par value on
October 2, 2006. After issuance of the shares, the Company holds 85% of the
total issued and outstanding shares of PBS. The Company recorded the fair value
of the shares of PBS issued to Dr. Paul Coussens at a nominal
value. As PBS had no assets or liabilities no value allocated to the
minority interest. As PBS has no assets or liabilities, no value was
allocated to the minority interest.
As of
December 31, 2007, total payment of $73,352 has been paid in relation to the
project, including the reimbursement of research expenses of $64,851 to MSU.
NOTE 6 -
EQUIPMENT
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Computer
equipment
|
|
$ |
37,382 |
|
|
$ |
33,504 |
|
furniture
and fixtures
|
|
|
1,089 |
|
|
|
1,089 |
|
|
|
|
38,471 |
|
|
|
34,593 |
|
Less:
accumulated depreciation
|
|
|
(27,589 |
) |
|
|
(11,334 |
) |
|
|
$ |
10,882 |
|
|
$ |
23,259 |
|
Depreciation
expenses charged to operations for the year ended December 31, 2007 were $16,255
(2006: $6,528).
NOTE 7 - SHARE
CAPITAL
Under the
New Purchase Agreement with Fusion Capital Fund II (“Fusion Capital”) dated
January 20, 2006, Fusion Capital had agreed to purchase from the Company up to
$15,000,000 of the Company’s share of common stock over a thirty month period.
On May 11, 2007, the Company and Fusion Capital mutually terminated the Common
Stock Purchase Agreement. The Company did not incur any termination costs as a
result of mutually terminating this agreement.
During
the year ended December 31, 2007, Fusion Capital has purchased 891,019 (2006:
2,154,661) shares of common stock of the Company for total proceeds of $495,001
(2006: $1,719,996).
NOTE 8 - CONVERTIBLE PROMISSORY
NOTE
(i) The
Agreement
On May
11, 2007, the Company entered into a Securities Purchase Agreement (the
“Agreement”) with GCA Strategic Investment Limited (the “Purchaser”). The
Agreement provided for the sale of $2,500,000 aggregate principal amount of
Company's Convertible Note due May 11, 2009 (the “Convertible Note”). The
Convertible Note was issued on May 11, 2007 and the purchase price of the
Convertible Note was $2,125,000 (eighty-five per cent of the principal amount of
the Convertible Note). The Convertible Note does not bear interest except upon
an event of default, at which time interest shall accrue at the rate of 18% per
annum. Under the terms of the Agreement, the Purchaser agreed not to effect, or
cause any affiliate or associate to effect a short sale of Company's common
stock.
In
connection therewith, the Company also issued to the Purchaser warrants to
purchase up to an aggregate of 670,000 shares of the Company’s common stock at a
price of $1.50 per share (the “Warrants”). The Warrants have a term of five
years.
The
Company also agreed to pay:
•
|
Global
Capital Advisors, LLC (“Adviser”), the Purchaser's adviser, out of pocket
fees of $15,000; and
|
•
|
Equinox
Securities, Inc., an NASD registered broker/dealer, pursuant to an
agreement dated April 19, 2007 10% of the amount funded ($212,500) plus a
warrant to purchase a number of shares of the Company’s common stock equal
to 10% (in this case, 67,000 shares) of the number of shares subject to
the Warrants at the same exercise price as set forth in the Warrants
($1.50 per share) in consideration of its efforts in securing, on behalf
of the Company, the financing with the
Purchaser.
|
(ii) Conversion of the
Convertible Note
The
Convertible Note (and any accrued and unpaid interest or liquidated damages
amount) may be converted into shares of the Company's common stock at a
conversion price will be 95% of the trading volume weighted average price, as
reported by Bloomberg LP (the “VWAP”), for the five trading days immediately
prior to the date of notice of conversion.
(iii) Prepayment of the
Convertible Note
For so
long as Company is not in default and Company is not in receipt of a notice of
conversion from the holder of the Note, the Company may, at its option, prepay,
in whole or in part, this Convertible Note for a pre-payment price (the
“Prepayment Price”) equal to the greater of (A) the outstanding principal amount
of the Note plus all accrued and unpaid interest if any, and any outstanding
liquidated damages, if any, and (B)(x) the number of shares of Common Stock into
which this Convertible Note is then convertible, times (y) the VWAP, as reported
by Bloomberg L.P., of the Company’s Common Stock for the five Trading Days
immediately preceding the date that this Convertible Note is noticed for
prepayment, plus accrued and unpaid interest.
(iv) Redemption of the
Convertible Note
The
Company may be required under certain circumstances to redeem any outstanding
balance of the Convertible Note. In such an event, the redemption price will be
equal to the then outstanding principal amount of the Notes plus all accrued and
unpaid interest, including default interest, if any, and any outstanding
liquidated damages (the “Redemption Price”).
(v) Bifurcation of the
Warrants from the Convertible Note and the Intrinsic Value of the Beneficial
Conversion Feature of the Note
The Note
contains a conversion feature that allows the holder to convert the debt into
equity shares at any time within a specified period at a price equal to 95% of
the volume weighted average price of the Company’s common shares for the five
trading days prior to the conversion date. As the host contract itself does not
embody a claim to the residual interest in the Company and thus the economic
characteristics and risks of the host contract should be considered that of a
debt instrument and classified under the liability section of the balance
sheet.
The
Company has determined that the embedded conversion option does not meet the
definition of a derivative as described under Statement of Financial Accounting
Standards No. 133: Accounting
for Derivative Instruments and Hedging Activities (“SFAS 133”) paragraph
12(a) and 12(c) as the conversion option results in a fixed monetary benefit,
known at the measurement date, to the holder if they chose to
convert.
The
Convertible Note is a complex hybrid instrument bearing an option, the
alternative choices of which cannot exist independently of one another. Thus the
beneficial conversion feature cannot be separated from the debt according to
paragraph 7 and 12 of Accounting Principal Board Opinion 14: Accounting for Convertible Debt and
Debt Issued with Stock Purchase Warrants (“APB 14”). The embedded
beneficial conversion feature is recognized and measured in accordance with
paragraph 5 of Emerging Issues Task Force 98-5: Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios (“EITF 98-5”) and paragraph 5 of Emerging Issues Task
Force 00-27: Application of
Issue No. 98-5 to Certain Convertible Instruments (“EITF 00-27”), whereby
the intrinsic value of the beneficial conversion feature is calculated at the
commitment date as the difference between the effective conversion price of the
Note and the fair value of the common stock which the Note is convertible,
multiplied by the number of shares into which the Note is convertible. The
intrinsic value of the beneficial conversion feature, $1,220,410, is treated as
a discount on issuance of the Convertible Note and is amortized over the life of
the Note.
The
warrants are detached from the Notes with no put option feature. There is no
liquidated damage or cash penalty payable to the warrant holder if the Company
cannot register the shares underlying the warrants. According to paragraph 16 of
APB 14, the portion of the proceeds of the Notes issued with the detachable
warrants which is allocable to the warrants is accounted for as paid-in capital.
The allocation is based on the relative fair values of the two securities at the
time of issuance. The portions of the proceeds allocated to the Notes and
warrants were $1,627,311 and $497,689 (See Note 10) respectively. The resultant
discount is amortized over the life of the Note.
During
the year ended December 31, 2007, Notes in the amount of $1,745,000 were
converted into 2,604,721 shares.
During
the year ended December 31, 2007, $1,624,756 of the discount on issuance of Note
was recorded in the statement of operations, leaving $468,343 unamortized as at
December 31, 2007.
NOTE 9 -
WARRANTS
As of
December 31, 2007, there were 737,000 warrants outstanding (Note 8). Each
warrant entitles the holder to purchase one share of the common stock of the
Company at an exercise price of $1.50 per share until May 11, 2012. The fair
value of the 737,000 warrants issued on May 11, 2007 was $714,890 and was
estimated using the Black-Scholes option pricing model with assumptions as
follows:
Risk
free interest rate
|
4.58%
|
Expected
life of the conversion feature in years
|
5.0
years
|
Expected
volatility
|
96.2%
|
Dividend
per share
|
$0.00
|
NOTE 10 - STOCK
OPTIONS
As of
December 31, 2007, the Company had an active stock option plan that provides
shares available for options granted to employees, directors and others. Options
granted to employees under the Company’s option plans generally vest over two to
five years or as otherwise determined by the plan administrator. Options to
purchase shares expire no later than ten years after the date of
grant.
The
movement of stock options can be summarized as follows:
|
|
Number
of options
|
|
|
Weighted
average exercise price
|
|
|
Remaining
contractual term
|
|
|
Aggregate
intrinsic value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at December 31, 2005
|
|
|
16,848,000 |
|
|
$ |
1.29 |
|
|
|
|
|
|
|
Granted
|
|
|
8,250,000 |
|
|
|
0.82 |
|
|
|
|
|
|
|
Exercised
|
|
|
(175,000 |
) |
|
|
0.07 |
|
|
|
|
|
|
|
Cancelled
|
|
|
(14,573,000 |
) |
|
|
1.49 |
|
|
|
|
|
|
|
Outstanding
at December 31, 2006
|
|
|
10,350,000 |
|
|
|
0.67 |
|
|
|
|
|
|
|
Granted
|
|
|
2,026,750 |
|
|
|
0.52 |
|
|
|
|
|
|
|
Cancelled
|
|
|
(10,350,000 |
) |
|
|
0.67 |
|
|
|
|
|
|
|
Outstanding
at December 31, 2007
|
|
|
2,026,750 |
|
|
|
0.52 |
|
|
|
9.09 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable
at December 31, 2007
|
|
|
- |
|
|
$ |
0.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available
for grant at December 31, 2007
|
|
|
35,771,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The
aggregate intrinsic value in the table above represents the total pretax
intrinsic value for all “in-the-money” options (i.e. the difference between the
Company’s closing stock price on the last trading day of the year ended December
31, 2007 and the exercise price, multiplied by the number of shares) that would
have been received by the option holders had all option holders exercised their
options on December 31, 2007. This amount change is based on the fair market
value of the Company’s stock. Total intrinsic value of options exercised was
$nil (2006: $nil) for the year ended December 31, 2007. Weighted average fair
value of options granted during the year ended December 31, 2007 was $0.43
(2006: $nil) per share.
A summary
of the Company’s unvested stock options and changes during the periods is as
follows:
|
|
|
|
|
Fair
value
|
|
|
|
Number
of options
|
|
|
per
share
|
|
|
|
|
|
|
|
|
Outstanding,
December 31, 2005
|
|
|
- |
|
|
$ |
- |
|
Granted
during 2006
|
|
|
8,250,000 |
|
|
|
0.49 |
|
Vested
during 2006
|
|
|
(3,600,000 |
) |
|
|
0.47 |
|
Outstanding,
December 31, 2006
|
|
|
4,650,000 |
|
|
|
0.51 |
|
Granted
during 2007
|
|
|
2,026,750 |
|
|
|
0.43 |
|
Cancelled
during 2007
|
|
|
(4,650,000 |
) |
|
|
0.51 |
|
Outstanding,
December 31, 2007
|
|
|
2,026,750 |
|
|
|
0.43 |
|
On March
3, 2007, the Company cancelled 8,100,000 stock options previously granted to
employees, comprising of 2,100,000 and 6,000,000 options at an exercise price of
$0.07 and $0.85 each, respectively.
The
2,250,000 employee stock options issued on October 1, 2006 were cancelled
effective January 25, 2007 and simultaneously, the Company granted options to
purchase up to 2,000,000 shares of the Company’s common stock at an exercise
price of $0.52. The options vest as follows: (a) 1,500,000 options shall vest if
and when the Company or a wholly owned subsidiary, or any one current or future
medical device or other technology, approved by the Board of Directors is
acquired, in whole or in part, or when either the Company or a subsidiary,
enters into a strategic collaborative agreement for any one current or future
medical device or other technology, approved by the Board of Directors, provided
that the Company’s Board of Directors has approved, by written resolution, any
such acquisition, sale or agreement; (b) 250,000 stock options shall vest upon
the filing of human safety trials for the Company’s artificial liver device (or
such other Board approved medical device or other technology) in Europe or the
equivalent filing in the US; and (c) 250,000 stock options shall vest upon the
successful completion of human safety trials for the Company’s artificial liver
device (or such other Board approved medical device or other technology) in
Europe or the equivalent safety trial approval in the US (completion of phase
1).
The fair
value of the 2,000,000 options granted was estimated at $0.38 each, for a total
of amount of $760,000, by using the Black-Scholes Option Pricing Model with the
following weighted average assumptions: dividend yield of 0%, expected
volatility of 93.95%, risk-free interest rates of 4.85%, and expected lives of
4.7 years.
Additional
stock-based compensation expense of $58,337 will be recognized over the
remaining requisite service period as a result of the cancellation and
re-issuance of stock options.
On
December 1, 2007, the Company granted options to two employees to purchase up to
17,000 shares of the Company’s common stock at an exercise price of $0.58. The
options are vested in 4,250 options each upon achieving each of the four goals
set by the Company. The four goals are expected to be achieved on or before
March 31, 2008, June 30, 2008, September 30, 2008 and December 31, 2008
respectively.
On
December 1, 2007, the Company granted options to an employee to purchase up to
9,750 shares of the Company’s common stock at an exercise price of $0.58. Of the
total options, 750 options vest upon achieving the first goal of the
Company. The remaining options are vested in 2,250 options each upon achieving
each of the four goals set by the Company. The four goals are expected to be
achieved on or before March 31, 2008, June 30, 2008, September 30, 2008 and
December 31, 2008 respectively.
The fair
value of the 26,750 options granted was estimated at $0.25 each, for a total of
amount of $6,688, by using the Black-Scholes Option Pricing Model with the
following weighted average assumptions: dividend yield of 0%, expected
volatility of 94.73%, risk-free interest rates of 3.41%, and expected lives of 5
years.
During
the year ended December 31, 2007, compensation expense of $935,044 (2006:
$2,607,302) was recognized for options previously granted and vesting over time
and is recorded in Salaries and Benefits on the Consolidated Statements of
Operations. As of December 31, 2007, the Company had $580,179 of total
unrecognized compensation cost related to unvested stock options, which is
expected to be recognized over a weighted average period of years.
The
options outstanding and exercisable as of December 31, 2007 can be summarized as
follows:
|
|
Outstanding
|
|
|
Exercisable
|
|
Range
of Exercise Prices
|
|
Number
Outstanding at December 31, 2007
|
|
|
Weighted
Average Remaining Contractual Life (Years)
|
|
|
Weighted
Average Exercise Price
|
|
|
Number
Exercisable at December 31, 2007
|
|
|
Weighted
Average Exercise Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.52
|
|
|
2,000,000 |
|
|
|
9.08 |
|
|
$ |
0.52 |
|
|
|
- |
|
|
$ |
0.52 |
|
0.58
|
|
|
26,750 |
|
|
|
9.93 |
|
|
|
0.58 |
|
|
|
- |
|
|
|
0.58 |
|
0.52
|
|
|
2,026,750 |
|
|
|
9.09 |
|
|
|
0.52 |
|
|
|
- |
|
|
|
0.52 |
|
The
Company does not repurchase shares to fulfill the requirements of options that
are exercised. Further, the Company issues new shares when options are
exercised.
NOTE 11 – INCOME
TAXES
There is
no current or deferred tax expense for the years ended December 31, 2007
and 2006 due to the Company’s loss position. The benefits of temporary
differences have not been previously recorded. The deferred tax consequences of
temporary differences in reporting items for financial statement and income tax
purposes are recognized, as appropriate. Realization of the future tax benefits
related to the deferred tax assets is dependent on many factors, including the
Company’s ability to generate taxable income. Management has considered these
factors in reaching its conclusion as to the valuation allowance for financial
reporting purposes and has recorded a full valuation allowance against the
deferred tax asset.
The
income tax effect of temporary differences comprising the deferred tax assets on
the accompanying balance sheets is primarily a result of stock compensation
costs, research and development costs, and of start-up expenses, which are
capitalized for income tax purposes. Net deferred tax assets are summarized as
follows:
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
|
|
Net
operating loss carryforwards
|
|
$ |
2,262,000 |
|
|
$ |
1,682,000 |
|
Stock
compensation costs
|
|
|
1,204,000 |
|
|
|
886,000 |
|
Other
|
|
|
683,000 |
|
|
|
624,000 |
|
|
|
|
4,149,000 |
|
|
|
3,192,000 |
|
Valuation
allowance
|
|
|
(4,149,000 |
) |
|
|
(3,192,000 |
) |
Net
deferred tax assets
|
|
$ |
- |
|
|
$ |
- |
|
The 2007
increase in the valuation allowance was $957,000 (2006:
$1,386,000).
The
Company has available net operating loss carryforwards of approximately
$6,653,000 (2006 - $4,947,000) for tax purposes to offset future taxable income
which expire commencing 2008 to 2027. Additionally, research and development,
start-up costs of approximately $1,834,000 are available to reduce taxable
income (2006 - $1,834,00), assuming normal operations have
commenced. The tax years 2005 through 2007 remain open to
examination by federal authorities and other jurisdictions of which the company
operates.
A
reconciliation between the statutory federal income tax rate (34%) and the
effective rate of income tax expense for 2007, 2006 and 2005 is as
follows:
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
Statutory
federal income tax
|
|
|
-34.00 |
% |
|
|
-34.00 |
% |
|
|
-34.00 |
% |
Valuation
allowance
|
|
|
34.00 |
% |
|
|
17.00 |
% |
|
|
34.00 |
% |
Stock
offering costs
|
|
|
- |
|
|
|
17.00 |
% |
|
|
- |
|
Effective
income tax rate
|
|
|
0.00 |
% |
|
|
0.00 |
% |
|
|
0.00 |
% |
NOTE 12 – SUBSEQUENT
EVENTS
In
January 2008, the remaining convertible notes, $755,000, were converted into
2,342,415 common shares of the Company.
ITEM
9: CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
We have had no disagreements with our
independent registered public accountants with respect to accounting practices,
procedures or financial disclosure.
ITEM
9A(T): CONTROLS AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) that are designed to be effective in providing reasonable assurance that
information required to be disclosed in our reports under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the United States Securities and Exchange Commission,
and that such information is accumulated and communicated to our management to
allow timely decisions regarding required disclosure.
In
designing and evaluating disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable, not absolute assurance of achieving the
desired objectives. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. The design of any
system of controls is based, in part, upon certain assumptions about the
likelihood of future events and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future
conditions.
As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of management, including our chief
executive officer and chief financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, management concluded that our disclosure controls and procedures are
effective as of December 31, 2007 to cause the information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods prescribed
by United States Securities and Exchange Commission, and that such information
is accumulated and communicated to management, including our chief executive
officer and chief financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
Evaluation
of and Report on Internal Control over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting of the Company. Management, with the participation of our
chief executive officer and chief financial officer, has evaluated the
effectiveness of our internal control over financial reporting as of December
31, 2007 based on the criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations (COSO). Based on
this evaluation, management concluded that, as of December 31, 2007, our
internal control over financial reporting is effective in providing reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles.
This
annual report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management's report in
this annual report.
There
have been no changes in internal controls, or in factors that could
significantly affect internal controls, subsequent to the date that management,
including the Chief Executive Officer and the Chief Financial Officer, completed
their evaluation.
ITEM
9B. OTHER INFORMATION.
ITEM
10: DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Set forth below is certain
information regarding each of the directors and officers of the
Company:
FRANK
MENZLER, (Age 39). President, Chief Executive Officer, Director. In 1998, Mr.
Menzler co-founded Impella Cardiotechnik AG (Germany), helping to raise more
than $30 million in grants and venture capital for the nation's first-ever
academically-sponsored research effort to receive private venture capital
funding. In 2002, Mr. Menzler served as Marketing Manager for Europe, Middle
East, Africa and Canada (EMEAC) at Guidant Corporation's, Cardiac Surgery
Business Unit in Brussels, Belgium. In 2004, Mr. Menzler joined
Abiomed as General Manager, Europe, and then in 2006 was named Director,
International Distributors, and was responsible sales, training and
operations. Mr. Menzler was appointed President, Chief Executive
Officer and joined the Board of Directors on October 1, 2006.
JAVIER
JIMENEZ (Age 43). Director. In 2000, Mr. Jimenez joined GE
Healthcare, a $15 billion unit of General Electric Company. Mr. Jimenez held
several key finance and management positions in the United States and Latin
America. In 2004, Mr. Jimenez joined ABIOMED, Inc., developer of the
world’s first self-contained artificial heart. Mr. Jimenez served in numerous
positions, most recently as Vice President, General Manager Europe, where he was
responsible for key facets of the company’s operations in Europe, Middle East,
and Africa. Mr. Jimenez joined the Board of Directors on March 14,
2007.
HARMEL S.
RAYAT (Age 46). Secretary, Treasurer, Chief Financial Officer, Chairman,
Director. Mr. Rayat
has served as one of our directors since December 4, 2000. Since January 2002,
Mr. Rayat has been president of Montgomery Asset Management Corporation, a
privately held firm providing financial consulting services to emerging growth
corporations, From April 2001 through January 2002, Mr. Rayat acted as an
independent consultant advising small corporations. Prior thereto, Mr. Rayat
served as the president of Hartford Capital Corporation, a company that provided
financial consulting services to a wide range of emerging growth corporations.
During the past five years, Mr. Rayat has served, at various times, as a
director, executive officer and majority shareholder of a number of publicly
traded and privately held corporations, including, PhytoMedical Technologies,
Inc. (currently secretary, treasurer, chief financial officer, director, and
majority stockholder), Entheos Technologies, Inc. (currently president, chief
executive officer, chief financial officer, director, and majority stockholder),
MicroChannel Technologies Corporation (currently secretary, treasurer,
chief financial officer, director, and majority stockholder), Octillion Corp.
(currently president, chief executive officer, chief financial officer, director
and majority stockholder), and International Energy, Inc. (currently
secretary, treasurer, chief financial officer and director and majority
stockholder).
Except as
set forth below, none of the corporations or organizations with whom our
directors are affiliated with is a parent, subsidiary or other affiliate of
ours. Mr. Rayat is an officer, director and majority stockholder of each of
PhytoMedical Technologies, Inc., Entheos Technologies, Inc., MicroChannel
Technologies Corporation, Octillion Corp. and International Energy,
Inc.
There are no family relationships among
or between any of our officers and directors.
Except as
set forth below, during the past five years none of our directors, executive
officers, promoters or control persons have been:
|
(a)
|
the
subject of any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that
time;
|
|
(b)
|
convicted
in a criminal proceeding or is subject to a pending criminal proceeding
(excluding traffic violations and other minor
offenses);
|
|
(c)
|
subject
to any order, judgment, or decree, not subsequently reversed, suspended or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
|
(d)
|
found
by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities
law.
|
Mr.
Harmel S. Rayat, EquityAlert.com, Inc., Innotech Corporation and Mr. Bhupinder
S. Mann, a former part-time employee of ours (collectively the “respondents”),
consented to a cease-and-desist order pursuant to Section 8A of the Securities
Act of 1933. The matter related to the public resale by EquityAlert of
securities received as compensation from or on behalf of issuers for whom
EquityAlert and Innotech provided public relation and stock
advertising services; Mr. Rayat was the president of Innotech and Equity Alert
was the wholly-owned subsidiary of Innotech at the time.
The U.S.
Securities & Exchange Commission contended and alleged that Equity Alert had
received the securities from persons controlling or controlled by the issuer of
the securities, or under direct or indirect common control with such issuer with
a view toward further distribution to the public; as a result, the U.S.
Securities & Exchange Commission further alleged that the securities that
Equity Alert had received were restricted securities, not exempt from
registration, and hence could not be resold to the public within a year of their
receipt absent registration; and, accordingly, the U.S. Securities
& Exchange Commission further alleged, since Equity Alert effected the
resale within a year of its acquisition of the securities, without registration,
such resale violated Sections 5(a) and 5(c) of the Securities Act.
Without
admitting or denying any of the findings and/or allegations of the U.S.
Securities & Exchange Commission the respondents agreed, on October 23, 2003
to cease and desist, among other things, from committing or causing any
violations and any future violations of Section 5(a) and 5(c) of the Securities
Act of 1933. EquityAlert.com, Inc. and Innotech Corporation agreed to pay
disgorgement and prejudgment interest of $31,555.14.
Compliance With Section
16(a) of the Exchange Act
Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), requires our directors,
officers and persons who own more than 10 percent of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("the Commission").
Directors, officers and greater than 10 percent beneficial owners are required
by applicable regulations to furnish us with copies of all forms they file with
the Commission pursuant to Section 16(a). Based solely upon a review of the
copies of the forms furnished to us, we believe that during fiscal 2007 the
Section 16(a) filing requirements applicable to its directors and executive
officers were satisfied.
ITEM
11: EXECUTIVE COMPENSATION.
Remuneration and Executive
Compensation
The following table shows, for the
three-year period ended December 31, 2007, the cash compensation paid by the
Company, as well as certain other compensation paid for such year, to the
Company's Chief Executive Officer and the Company's other most highly
compensated executive officers. Except as set forth on the following table, no
executive officer of the Company had a total annual salary and bonus for 2007
that exceeded $100,000.
Summary Compensation
Table
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
and
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
Other
|
|
Principal
Position
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Other(1)
|
|
|
Granted
|
|
|
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Frank
Menzler
|
|
2007
|
|
$ |
225,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
2,000,000 |
|
|
$ |
0 |
|
President,
CEO
|
|
2006
|
|
$ |
56,250 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
Director
|
|
2005
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harmel
S. Rayat
|
|
2007
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
Secretary,
Treasurer
|
|
2006
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
Chief
Financial
|
|
2005
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
2,300 |
|
|
|
0 |
|
|
$ |
0 |
|
Officer,
Chairman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Javier
Jimenez
|
|
2007
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
3,050 |
|
|
|
0 |
|
|
$ |
0 |
|
Director
|
|
2006
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
2005
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arian
Soheili (2)
|
|
2007
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,050 |
|
|
|
0 |
|
|
$ |
0 |
|
Former
Secretary,
|
|
2006
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
3,600 |
|
|
|
0 |
|
|
$ |
0 |
|
Treasurer,
Director
|
|
2005
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
4,900 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jasvir
Kheleh (3)
|
|
2007
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,050 |
|
|
|
0 |
|
|
$ |
0 |
|
Former
Director
|
|
2006
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
3,600 |
|
|
|
0 |
|
|
$ |
0 |
|
|
|
2005
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
4,100 |
|
|
|
0 |
|
|
$ |
0 |
|
(1)
Includes standard Board of Directors fees and meeting attendance
fees.
(2)
Resigned as Secretary, Treasurer and Director on March 14, 2007
(3)
Resigned as Director on March 14, 2007
Stock Option Grants in Last
Fiscal Year
Shown
below is further information regarding employee stock options awarded during
2007 to the named officers and directors:
|
|
Number
of
|
|
|
%
of Total
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Options
Granted
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
to
Employees
|
|
|
Exercise
|
|
|
Expiration
|
|
Name
|
|
Options
|
|
|
in
2007
|
|
|
Price
($/sh)
|
|
|
Date
|
|
Frank
Menzler
|
|
|
2,000,000 |
|
|
|
99 |
% |
|
$ |
0.52 |
|
|
January
25, 2017
|
|
Harmel
Rayat
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
n/a |
|
Javier
Jimenez
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
n/a |
|
Arian
Soheili (1)
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
n/a |
|
Jasvir
Kheleh (2)
|
|
|
0 |
|
|
|
0 |
|
|
|
n/a |
|
|
|
n/a |
|
(1)
Resigned as Secretary, Treasurer and Director on March 14, 2007
(2)
Resigned as Director on March 14, 2007
Aggregated Option Exercises
During Last Fiscal Year and Year End Option Values
The
following table shows certain information about unexercised options at year-end
with respect to the named officers and directors:
|
|
Common
Shares Underlying Unexercised
Options
on December 31, 2007
|
|
|
Value
of Unexercised In-the-money
Options
on December 31, 2007
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
Frank
Menzler
|
|
|
0 |
|
|
|
2,000,000 |
|
|
|
0 |
|
|
$ |
730,000 |
|
Harmel
Rayat
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Javier
Jimenez
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Arian
Soheili (1)
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Jasvir
Kheleh (2)
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
(1)
Resigned as Secretary, Treasurer and Director on March 14, 2007
(2)
Resigned as Director on March 14, 2007
Changes in
Control
There are
no understandings or agreements, aside from the transaction completed and
described under “Certain Relationships and Related Transactions,” known by
management at this time which would result in a change in control of the
Company. If such transactions are consummated, of which there can be no
assurance, the Company may issue a significant number of shares of capital stock
which could result in a change in control and/or a change in the Company’s
current management.
ITEM
12:
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
TRANSACTIONS.
|
The
following table sets forth, as of March 24, 2008, the beneficial ownership of
the Company's Common Stock by each director and executive officer of the Company
and each person known by the Company to beneficially own more than 5% of the
Company's Common Stock outstanding as of such date and the executive officers
and directors of the Company as a group.
Person or
Group
|
|
Number
of Shares
of Common
Stock
|
|
|
Percent
|
|
Frank
Menzler (1)
|
|
|
2,000,000 |
|
|
|
3 |
% |
60
State Street, Suite 700
|
|
|
|
|
|
|
|
|
Boston,
MA 02109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Javier
Jimenez
|
|
|
0 |
|
|
|
0 |
% |
60
State Street, Suite 700
|
|
|
|
|
|
|
|
|
Boston,
MA 02109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harmel
S. Rayat (2)
|
|
|
44,213,056 |
|
|
|
56 |
% |
216-1628
West First Avenue
|
|
|
|
|
|
|
|
|
Vancouver,
B.C. V6J 1G1 Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Directors
and Executive Officers as a group (3 persons)
|
|
|
46,213,056 |
|
|
|
59 |
% |
(1)
2,000,000 stock options were granted on January 25, 2007, which may be acquired
pursuant to options granted and exercisable under the Company's stock option
plans.
(2) Also
includes 3,203,194 shares held by Tajinder Chohan, Mr. Harmel S. Rayat's wife.
Additionally, other members of Mr. Rayat's family hold shares. Mr. Rayat
disclaims beneficial ownership of the shares beneficially owned by his other
family members.
ITEM
13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Management
Fees: During the year ended December 31, 2007, the Company paid management fees
of $4,900 (2006: $10,800) to the directors. There is no management or
consulting agreement in effect nor is there an agreement in place to convert
debt to equity.
Notes
Payable and Accrued Interest: As of December 31, 2007, notes payable of $877,800
was made up from unsecured loans of $677,800 and $200,000, all bearing interest
at the rate of 8.50%, due to a director and major shareholder of the Company.
The entire amounts of principal and interest accrued are due and payable on
demand. Accrued and unpaid interest on these notes at December 31, 2007,
amounted to $208,330 (2006: $158,535).
Rent: The
Company’s administrative office is located at 1628 West 1st Avenue, Suite 216,
Vancouver, British Columbia, Canada, V6J 1G1. These premises are owned by a
private corporation controlled by a director and majority shareholder. The
Company pays a monthly rent of C$3,200 effective from April 1, 2006. The Company
paid rent of $35,740 (2006: $38,656) for the year ended December 31,
2007.
Mr.
Harmel S. Rayat is an officer, director and majority stockholder of the Company.
He is also an officer, director and stockholder of each of PhytoMedical
Technologies, Inc., Entheos Technologies, Inc., Octillion Corp., MicroChannel
Technologies Corporation and International Energy, Inc.
All
related party transactions are recorded at the exchange amount established and
agreed to between related parties and are in the normal course of
business.
ITEM
14: PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The firm
of Ernst & Young, LLP served as the Company's independent accountants from
May 5, 2005 until their dismissal in March 2006. The firm of Peterson
Sullivan, PLLC currently serves as the Company’s independent
accountants. The Board of Directors of the Company, in its
discretion, may direct the appointment of different public accountants at any
time during the year, if the Board believes that a change would be in the best
interests of the stockholders. The Board of Directors has considered
the audit fees, audit-related fees, tax fees and other fees paid to the
Company's accountants, as disclosed below, and had determined that the payment
of such fees is compatible with maintaining the independence of the
accountants.
Audit
Fees: The
aggregate fees, including expenses, billed
by our principal accountant in connection with the audit of our
consolidated financial statements for the most
recent fiscal year and for the review of our financial
information included in our Annual Report on
Form 10-K; and our quarterly reports on
Form 10-Q during the
fiscal years ending December 31,
2007 and December 31, 2006 were $25,770 and $30,830 respectively.
Tax
fees: The aggregate fees billed to us for tax compliance, tax advice
and tax planning by our principal accountant for fiscal 2007 and 2006 were
$0.
All Other
Fees: The aggregate fees, including expenses, billed for all other services
rendered to us by our principal accountant during year 2007 and 2006 were
$0.
We do not
currently have an audit committee.
ITEM
15: EXHIBITS, FINANCIAL STATEMENT SCHEDULE
(a) The
following exhibits are filed as part of this Annual Report:
31.1
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Certification
of the Chief Executive Officer pursuant to Rule
13a-14(a)
|
31.2
|
Certification
of the Chief Financial Officer pursuant to
Rule 13a-14(a)
|
32.1
|
Certification
by the Chief Executive Officer pursuant to 18 U.S.C. 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32.2
|
Certification
by the Chief Financial Officer pursuant to 18 U.S.C. 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
(b) During
the Company’s fourth quarter, the following reports were filed on Form
8-K
November
8, 2007: On November 2, 2007, HepaLife Technologies,
Inc. entered into an exclusive license agreement with the U.S. Department
of Agriculture, Agricultural Research Service (USDA, ARS) for the use of
patented liver cell lines in artificial liver devices and in-vitro toxicological
testing platforms.
November 16,
2007: On November 8, 2007, HepaLife Technologies, Inc. issued a news
release to that the Company has entered into an exclusive license agreement with
the U.S. Department of Agriculture, Agricultural Research Service (USDA, ARS)
for the use of patented liver cell lines in artificial liver devices and
in-vitro toxicological testing platforms.
November 28,
2007: On November 20, 2007, HepaLife Technologies, Inc. entered
into a Cooperative Research and Development Agreement (the “CRADA”) with the
U.S. Department of Agriculture, Agricultural Research Service (USDA-ARS)
pertaining to the continued development and use of patented liver cell
lines in artificial liver devices and in-vitro toxicological testing
platforms.
December 19,
2007: On December 17, 2007, HepaLife Technologies, Inc. issued a
news release to announce details of a series of significant achievements in the
development of the first-of-its-kind bioartificial liver device, allowing the
Company to move closer to initial in-vivo trials.
SIGNATURES
Pursuant
to the requirements of Sections 13 or 15 (d) of the Securities and Exchange Act
of 1934, the Registrant has duly caused this amendment to its report on Form
10-K for the fiscal year ended December 31, 2007, to be signed on its behalf by
the undersigned, thereunto duly authorized on this 28th
day of March, 2008.
|
HepaLife
Technologies, Inc.
|
|
|
|
|
|
/s/ Frank
Menzler
|
|
Frank
Menzler
|
|
President
and CEO
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the
registrant and in capacities and on the dates indicated.
Signature
|
Title
|
Date
|
|
|
|
|
|
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/s/ Frank
Menzler
|
Director
, President,
|
March
28, 2008
|
Frank
Menzler
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
/s/ Harmel S. Rayat
|
Director,
Chairman
|
March
28, 2008
|
Harmel
S. Rayat
|
Secretary,
Treasurer
|
|
|
Chief
Financial Officer,
|
|
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Principal
Accounting Officer
|
|
|
|
|
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|
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/s/ Javier
Jimenez
|
Director
|
March
28, 2008
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Javier
Jimenez
|
|
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