Nevada | 20-0854033 | |
(State or other jurisdiction
| (I.R.S. Employer Identification
| |
7 Golda Meir Street Weizmann Science Park | ||
Nes-Ziona, Israel | 74140 | |
(Address of principal executive offices) | (Zip Code) |
(Registrant’s
Large accelerated filer | ¨ | Accelerated Filer | x |
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Page | ||
PART I | ||
ITEM 1. | Financial | 3 |
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of | |
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | |
ITEM 4. | Controls and Procedures | |
PART II | ||
ITEM | ||
ITEM | ||
ITEM 6. | ||
SIGNATURES |
March 31, 2013 | December 31, 2012 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and cash equivalents | $ | 24,725,353 | $ | 23,848,892 | ||||
Short term deposits | 5,219,885 | 10,064,439 | ||||||
Accounts receivable and prepaid expenses | 274,334 | 395,413 | ||||||
Restricted cash | 61,650 | 135,837 | ||||||
Total Current Assets | 30,281,222 | 34,444,581 | ||||||
Long-term Assets: | ||||||||
Property and equipment, net | 1,105,695 | 1,162,065 | ||||||
Assets held for employees’ severance payments | 330,315 | 304,477 | ||||||
Long term deposit | 5,705 | 5,575 | ||||||
Total Long Term Assets | 1,441,715 | 1,472,117 | ||||||
Total Assets | $ | 31,722,937 | $ | 35,916,698 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current Liabilities: | ||||||||
Trade payables | $ | 372,745 | $ | 913,514 | ||||
Related parties payable | 69,147 | 225,480 | ||||||
Accrued expenses and other liabilities | 1,368,490 | 1,196,034 | ||||||
Total Current Liabilities | 1,810,382.00 | 2,335,028 | ||||||
Liability in Respect of Employees Severance Payments | 458,777 | 381,399 | ||||||
Commitments and Contingent Liabilities | ||||||||
Shareholders’ Equity: | ||||||||
Stock capital - | ||||||||
Preferred stock of $ 0.00001 par value per share 10,000,000 shares of preferred stock authorized; none issued and outstanding as of March 31, 2013 and December 31, 2012, respectively. | - | - | ||||||
Common shares of $ 0.00001 par value per share 300,000,000 shares of common stock authorized; 63,680,118 and 63,405,118 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively. | 636 | 634 | ||||||
Additional paid-in capital | 102,116,395 | 101,118,082 | ||||||
(Deficit) accumulated during the development stage | (72,663,253 | ) | (67,918,445 | ) | ||||
Total Shareholders’ Equity | 29,453,778 | 33,200,271 | ||||||
Total Liabilities and Shareholders’ Equity | $ | 31,722,937 | $ | 35,916,698 |
June 30, 2013 | December 31, 2012 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 19,017,310 | $ | 23,848,892 | |||
Short term deposits | 5,226,625 | 10,064,439 | |||||
Accounts receivable and prepaid expenses | 726,093 | 395,413 | |||||
Restricted cash | 62,161 | 135,837 | |||||
Total Current Assets | 25,032,189 | 34,444,581 | |||||
Long-term Assets: | |||||||
Property and equipment, net | 1,056,634 | 1,162,065 | |||||
Assets held for employees’ severance payments | 351,971 | 304,477 | |||||
Long term deposit | 5,709 | 5,575 | |||||
Total Long Term Assets | 1,414,314 | 1,472,117 | |||||
Total Assets | $ | 26,446,503 | $ | 35,916,698 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
Current Liabilities: | |||||||
Trade payables | $ | 502,219 | $ | 913,514 | |||
Related parties payable | 106,038 | 225,480 | |||||
Accrued expenses and other liabilities | 2,543,739 | 1,196,034 | |||||
Total Current Liabilities | 3,151,996 | 2,335,028 | |||||
Liability in Respect of Employees Severance Payments | 481,454 | 381,399 | |||||
Commitments and Contingent Liabilities | |||||||
Shareholders' Equity: | |||||||
Stock capital - | |||||||
Preferred stock of $ 0.00001 par value per share 10,000,000 shares of preferred stock authorized; none issued and outstanding as of June 30, 2013 and December 31, 2012, respectively. | - | - | |||||
Common shares of $ 0.00001 par value per share 300,000,000 shares of common stock authorized; 63,828,463 and 63,405,118 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively | 638 | 634 | |||||
Additional paid-in capital | 105,360,815 | 101,118,082 | |||||
(Deficit) accumulated during the development stage | (82,548,400) | (67,918,445) | |||||
Total Shareholders' Equity | 22,813,053 | 33,200,271 | |||||
Total Liabilities and Shareholders' Equity | $ | 26,446,503 | $ | 35,916,698 |
Period from May 31, 2005 | ||||||||||||
For the three months ended | (date of inception) to | |||||||||||
March 31, | March 31, | |||||||||||
2013 | 2012 | 2013 | ||||||||||
Revenues | $ | - | $ | - | $ | - | ||||||
Operating expenses: | ||||||||||||
Research and development, net | (3,197,600 | ) | (4,304,070 | ) | (51,545,760 | ) | ||||||
General and administrative | (1,530,984 | ) | (789,780 | ) | (21,639,123 | ) | ||||||
Total operating expenses | (4,728,584 | ) | (5,093,850 | ) | (73,184,883 | ) | ||||||
Operating (loss) | (4,728,584 | ) | (5,093,850 | ) | (73,184,883 | ) | ||||||
Financial income (expenses), net | (16,224 | ) | 94,479 | 521,630 | ||||||||
Net (loss) | $ | (4,744,808 | ) | $ | (4,999,371 | ) | $ | (72,663,253 | ) | |||
(Loss) per share (basic & diluted) | $ | (0.07 | ) | $ | (0.09 | ) | ||||||
Weighted average number of shares outstanding | 63,420,545 | 54,730,050 |
Period of May 31, 2005 | |||||||||||||||
For the three months ended | For the six months ended | (date of inception) through | |||||||||||||
June 30, | June 30, | June 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | |||||||||||
Revenues | $ | - | $ | - | $ | - | $ | - | $ | - | |||||
Operating expenses: | |||||||||||||||
Research and development, net | (5,389,203) | (2,126,339) | (8,586,803) | (6,430,409) | (56,934,963) | ||||||||||
General and administrative | (4,467,615) | (858,716) | (5,998,599) | (1,648,496) | (26,106,738) | ||||||||||
Total operating expenses | (9,856,818) | (2,985,055) | (14,585,402) | (8,078,905) | (83,041,701) | ||||||||||
Operating (loss) | (9,856,818) | (2,985,055) | (14,585,402) | (8,078,905) | (83,041,701) | ||||||||||
Financial income (expenses), net | (28,329) | (84,438) | (44,553) | 10,041 | 493,301 | ||||||||||
Net (loss) | $ | (9,885,147) | $ | (3,069,493) | $ | (14,629,955) | $ | (8,068,864) | $ | (82,548,400) | |||||
(Loss) per share (basic & diluted) | $ | (0.16) | $ | (0.05) | $ | (0.23) | $ | (0.14) | |||||||
Weighted average number of shares outstanding | 63,521,043 | 59,311,044 | 63,471,071 | 57,019,261 |
For the three months ended March 31, | Period from May 31, 2005 (date of inception) to March 31, | |||||||||||
2013 | 2012 | 2013 | ||||||||||
Cash flows from operating activities | ||||||||||||
Net (loss) | $ | (4,744,808 | ) | $ | (4,999,371 | ) | $ | (72,663,253 | ) | |||
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||||||||||||
Depreciation | 62,547 | 51,342 | 663,098 | |||||||||
In-process research and development write-off | - | 3,222,831 | ||||||||||
Stock based compensation | 960,813 | 391,675 | 12,478,746 | |||||||||
Long term deposit exchange rate differences | (130 | ) | (128 | ) | (1,062 | ) | ||||||
(Increase) decrease in accounts receivable and prepaid expenses | 121,081 | (52,364 | ) | (274,055 | ) | |||||||
Increase in accrued severance pay, net | 77,378 | 49,513 | 458,777 | |||||||||
Increase (decrease) in trade payables | (540,769 | ) | 626,802 | 362,641 | ||||||||
Increase (decrease) in related parties | (156,333 | ) | (156,533 | ) | 69,147 | |||||||
Increase (decrease) in accrued expenses and other liabilities | 172,456 | (618,229 | ) | 1,247,474 | ||||||||
Net cash (used in) operating activities | (4,047,765 | ) | (4,707,293 | ) | (54,435,656 | ) | ||||||
Cash flows from investing activities | ||||||||||||
Purchase of property and equipment | (6,177 | ) | (117,121 | ) | (1,754,437 | ) | ||||||
Payment for the acquisition of Prolor Biotech Ltd. | - | - | (474,837 | ) | ||||||||
Assets held for employees’ severance payments | (25,838 | ) | (25,083 | ) | (330,315 | ) | ||||||
Long term (deposit) | - | - | (4,643 | ) | ||||||||
Short term (deposit) release | 4,844,554 | (1,745,464 | ) | (5,219,885 | ) | |||||||
Restricted cash | 74,187 | 98,685 | (61,650 | ) | ||||||||
Net cash (used in) investing activities | 4,886,726 | (1,790,663 | ) | (7,845,767 | ) | |||||||
Cash flows from financing activities | ||||||||||||
Short term bank credit | - | - | (2,841 | ) | ||||||||
Proceeds from loans | — | - | (173,000 | ) | ||||||||
Principal payment of loans | — | - | 173,000 | |||||||||
Contributed profit from shareholder’s transactions | - | - | 17,012 | |||||||||
Proceeds from issuance of shares | - | - | 82,043,987 | |||||||||
Proceeds from exercise of options | 37,500.00 | 12,212 | 1,319,573 | |||||||||
Proceeds from exercise of warrants | - | 474,361 | 3,629,045 | |||||||||
Net cash provided by financing activities | 37,500 | 486,573 | 87,006,776 | |||||||||
Increase (decrease) in cash and cash equivalents | 876,461 | (6,011,383 | ) | 24,725,353 | ||||||||
Cash and cash equivalents at the beginning of the period | 23,848,892 | 13,261,687 | 0 | |||||||||
Cash and cash equivalents at the end of the period | $ | 24,725,353 | $ | 7,250,304 | $ | 24,725,353 |
For the six months ended June 30, | Period of May 31, 2005 (date of inception) through June 30, | |||||||||
2013 | 2012 | 2013 | ||||||||
Cash flows from operating activities | ||||||||||
Net (loss) | $ | (14,629,955) | $ | (8,068,864) | $ | (82,548,400) | ||||
Adjustments to reconcile net (loss) to net cash (used in) operating activities: | ||||||||||
Depreciation | 124,988 | 104,045 | 725,539 | |||||||
In-process research and development write-off | - | - | 3,222,831 | |||||||
Stock based compensation (options and restricted shares) | 4,075,682 | 740,401 | 15,593,615 | |||||||
Long term deposit exchange rate differences | (134) | 2,219 | (1,066) | |||||||
(Increase) decrease in accounts receivable and prepaid expenses | (330,678) | (161,616) | (725,814) | |||||||
Increase in accrued severance pay, net | 100,055 | 47,167 | 481,454 | |||||||
Increase (decrease) in trade payables | (411,295) | (202,081) | 492,115 | |||||||
Increase (decrease) in related parties | (119,442) | (162,425) | 106,038 | |||||||
Increase (decrease) in accrued expenses and other liabilities | 1,347,705 | (605,343) | 2,422,723 | |||||||
Net cash (used in) operating activities | (9,843,074) | (8,306,497) | (60,230,965) | |||||||
Cash flows from investing activities | ||||||||||
Purchase of property and equipment | (19,557) | (146,231) | (1,767,817) | |||||||
Payment for the acquisition of Prolor Biotech Ltd. | - | - | (474,837) | |||||||
Assets held for employees’ severance payments | (47,494) | (24,895) | (351,971) | |||||||
Long term (deposit) | - | - | (4,643) | |||||||
Short term (deposit) release | 4,837,814 | (15,697,336) | (5,226,625) | |||||||
Restricted cash | 73,676 | 100,215 | (62,161) | |||||||
Net cash (used in) investing activities | 4,844,439 | (15,768,247) | (7,888,054) | |||||||
Cash flows from financing activities | ||||||||||
Short term bank credit | - | - | (2,841) | |||||||
Proceeds from loans | - | - | (173,000) | |||||||
Principal payment of loans | - | - | 173,000 | |||||||
Contributed profit from shareholder's transactions | - | - | 17,012 | |||||||
Proceeds from issuance of shares | - | 34,855,569 | 82,043,987 | |||||||
Proceeds from exercise of options | 137,798 | 48,879 | 1,419,871 | |||||||
Proceeds from exercise of warrants | 29,255 | 2,525,680 | 3,658,300 | |||||||
Net cash provided by financing activities | 167,053 | 37,430,128 | 87,136,329 | |||||||
Increase (decrease) in cash and cash equivalents | (4,831,582) | 13,355,384 | 19,017,310 | |||||||
Cash and cash equivalents at the beginning of the period | 23,848,892 | 13,261,687 | - | |||||||
Cash and cash equivalents at the end of the period | $ | 19,017,310 | $ | 26,617,071 | $ | 19,017,310 |
For the three months ended March 31, | Period from May 31, 2005 (date of inception) to March 31, | |||||||||||
2013 | 2012 | 2013 | ||||||||||
Non cash transactions: | ||||||||||||
Employee options exercised into shares | $ | - | $ | - | $ | 140 | ||||||
Issuance of common stock in reverse acquisition | $ | - | $ | - | $ | 73 | ||||||
Conversion of preferred to common stock | $ | - | $ | - | $ | 18 | ||||||
Cashless exercise of 0, 97,390 917,421outstanding warrants to purchase0, 59,163 and 625,797 shares of common stock, respectively | $ | $ | 1 | $ | 10 | |||||||
Additional information: | ||||||||||||
Cash paid for income taxes | $ | - | $ | - | $ | - | ||||||
Cash paid for interest expense | $ | - | $ | - | $ | - |
For the six months ended June 30, | Period of May 31, 2005 (date of inception) through June 30, | |||||||||
2013 | 2012 | 2013 | ||||||||
Non cash transactions: | ||||||||||
Employee options exercised into shares | $ | - | $ | - | $ | 140 | ||||
Issuance of common stock in reverse acquisition | $ | - | $ | - | $ | 73 | ||||
Conversion of preferred to common stock | $ | - | $ | - | $ | 18 | ||||
Cashless exercise of 3,333, 567,040, and 920,754 outstanding warrants to purchase 1,888, 331,905 and 627,685 shares of common stock, respectively. | $ | - | $ | 3 | $ | 10 | ||||
Additional information: | ||||||||||
Cash paid for income taxes | $ | - | $ | - | $ | - | ||||
Cash paid for interest expense | $ | - | $ | - | $ | - |
MARCH 31,
b. |
Principles of consolidation: |
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Modigene Inc. and Prolor Biotech Ltd. Intercompany transactions and balances have been eliminated upon consolidation. |
c. | Loss per share: |
Basic and diluted losses per share are presented in accordance with ASC No. 260 “Earnings per share”. Outstanding options, warrants and restricted stock have been excluded from the calculation of the diluted loss per share because all such securities are antidilutive. The number of shares of |
PROLOR BIOTECH, INC. AND SUBSIDIARIES(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2013
(Unaudited)
d. |
Fair value measurements: |
As defined in ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820-10 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: |
- | Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. |
- | Level 2: Other inputs that are observable, directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs. |
- | Level 3: Unobservable inputs are used when little or no market data is available, which requires the Company to develop its own assumptions about how market participants would value the assets or liabilities. The fair value hierarchy gives the lowest priority to Level 3 inputs. |
Fair Value Measurements at March 31, 2013 | ||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Cash and cash equivalents | $ | 24,725,353 | $ | 24,725,353 | $ | - | $ | - | ||||||||
Short term deposits | 5,219,885 | 5,219,885 | - | - | ||||||||||||
Restricted cash | 61,650 | 61,650 | - | - | ||||||||||||
Total assets at fair value | $ | 30,006,888 | $ | 30,006,888 | $ | - | $ | - |
Fair Value Measurements at June 30, 2013 | |||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||
Cash and cash equivalents | $ | 19,017,310 | $ | 19,017,310 | $ | - | $ | - | |||||
Short term deposits | 5,226,625 | 5,226,625 | - | - | |||||||||
Restricted cash | 62,161 | 62,161 | - | - | |||||||||
Total assets at fair value | $ | 24,306,096 | $ | 24,306,096 | $ | - | $ | - |
Fair Value Measurements at December 31, 2012 | |||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||
Cash and cash equivalents | $ | 23,848,892 | $ | 23,848,892 | $ | - | $ | - | |||||
Short term deposits | 10,064,439 | 10,064,439 | - | - | |||||||||
Restricted cash | 135,837 | 135,837 | - | - | |||||||||
Total assets at fair value | $ | 34,049,168 | $ | 34,049,168 | $ | - | $ | - |
e. | Concentrations of credit risk: |
Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are invested in major banks in Israel and in the United States. Such deposits in Israel and the United States are not insured. Management believes that the financial institutions that hold the Company’s cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to such cash and cash equivalents.
The Company has no off-balance-sheet arrangements that subject the company to credit risk.
Financial instruments that potentially subject the Company and its subsidiaries to concentrations of credit risk consist principally of cash and cash equivalents. Cash and cash equivalents are invested in major banks in Israel and in the United States. Such deposits in Israel and the United States are not insured. Management believes that the financial institutions that hold the Company’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments. |
The Company has no off-balance-sheet arrangements or concentrations of credit risk, such as foreign exchange contracts or other foreign hedging arrangements. |
MARCH 31,
f. |
Recent accounting pronouncements: |
In December 2011, the FASB issued Accounting Standards Update No. 2011-11, “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). The objective of ASU 2011-11 is to enhance disclosures by requiring improved information about financial instruments and derivative instruments in relation to netting arrangements. ASU 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. The adoption of ASU 2011-11 did not have a material impact on its consolidated results of operation and financial condition.
On February 5, 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which adds additional disclosure requirements relating to the reclassification of items out of accumulated other comprehensive income. This ASU is effective for the first quarter of 2013 and affects only disclosures. The adoption of ASU 2013-02 did not have a material impact on its consolidated results of operation and financial condition.
There were various other updates recently issued, none of which are expected to a have a material impact on the Company’s financial position, results of operations or cash flows.
In December 2011, the FASB issued Accounting Standards Update No. 2011-11, “Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). The objective of ASU 2011-11 is to enhance disclosures by requiring improved information about financial instruments and derivative instruments in relation to netting arrangements. ASU 2011-11 is effective for interim and annual periods beginning on or after January 1, 2013. The adoption of ASU 2011-11 did not have a material impact on its consolidated results of operation and financial condition. |
On February 5, 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which adds additional disclosure requirements relating to the reclassification of items out of accumulated other comprehensive income. This ASU is effective for the first quarter of 2013 and affects disclosures only, The adoption of ASU 2013-02 did not have a material impact on its consolidated results of operation and financial condition. |
There were various other updates recently issued. None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows. |
March 31, | December 31, | |||||||
2013 | 2012 | |||||||
Israeli government authorities | $ | 199,747 | $ | 276,604 | ||||
Prepaid expenses | 74,587 | 118,809 | ||||||
$ | 274,334 | $ | 395,413 |
June 30, | December 31, | ||||||
2013 | 2012 | ||||||
Israeli government authorities | $ | 626,578 | $ | 276,604 | |||
Prepaid expenses | 99,515 | 118,809 | |||||
$ | 726,093 | $ | 395,413 |
MARCH 31,
March 31, | December 31, | |||||||
2013 | 2012 | |||||||
Cost: | ||||||||
Office furniture and equipment | $ | 41,767 | $ | 41,767 | ||||
Computers and electronic equipment | 142,121 | 141,574 | ||||||
Laboratory equipment | 1,231,711 | 1,226,909 | ||||||
Leasehold improvements | 370,964 | 370,136 | ||||||
1,786,563 | 1,780,386 | |||||||
Accumulated depreciation: | ||||||||
Office furniture and equipment | 8,915 | 8,340 | ||||||
Computers and electronic equipment | 112,842 | 106,750 | ||||||
Laboratory equipment | 463,352 | 421,137 | ||||||
Leasehold improvements | 95,759 | 82,094 | ||||||
680,868 | 618,321 | |||||||
Depreciated cost | $ | 1,105,695 | $ | 1,162,065 |
June 30, | December 31, | ||||||
2013 | 2012 | ||||||
Cost: | |||||||
Office furniture and equipment | $ | 41,767 | $ | 41,767 | |||
Computers and electronic equipment | 155,077 | 141,574 | |||||
Laboratory equipment | 1,232,968 | 1,226,909 | |||||
Leasehold improvements | 370,136 | 370,136 | |||||
1,799,948 | 1,780,386 | ||||||
Accumulated depreciation: | |||||||
Office furniture and equipment | 9,490 | 8,340 | |||||
Computers and electronic equipment | 119,068 | 106,750 | |||||
Laboratory equipment | 504,980 | 421,137 | |||||
Leasehold improvements | 109,776 | 82,094 | |||||
743,314 | 618,321 | ||||||
Depreciated cost | $ | 1,056,634 | $ | 1,162,065 |
March 31, | December 31, | |||||||
2013 | 2012 | |||||||
Employees and payroll accruals | $ | 269,192 | $ | 213,020 | ||||
Accrued expenses | 1,099,298 | 983,014 | ||||||
$ | 1,368,490 | $ | 1,196,034 |
June 30, | December 31, | ||||||
2013 | 2012 | ||||||
Employees and payroll accruals | $ | 285,469 | $ | 213,020 | |||
Accrued expenses | 2,258,270 | 983,014 | |||||
$ | 2,543,739 | $ | 1,196,034 |
PROLOR BIOTECH, INC. AND SUBSIDIARIES(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,10,000,000, and the Company’s stockholders approved this amendment on June 4, 2013
(Unaudited)
at the Company’s 2013 Annual Meeting of Stockholders.
Options granted under the Equity Incentive Plans and the related award agreements expire ten yearsMARCH 31,
Period from May 31, 2005 | ||||||||||||
For the three months ended | (date of inception) | |||||||||||
March 31, | to March 31, | |||||||||||
2013 | 2012 | 2013 | ||||||||||
Research and development | $ | 347,419 | $ | 149,092 | $ | 6,977,752 | ||||||
General and administrative | 613,394 | 242,583 | 5,500,994 | |||||||||
Total | $ | 960,813 | $ | 391,675 | $ | 12,478,746 |
operations:
Period of May 31, 2005 (date | ||||||||||||||||
For the three months ended | For the six months ended | of inception) | ||||||||||||||
June 30, | June 30, | through June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | ||||||||||||
Research & development | $ | 459,779 | $ | 115,922 | $ | 795,109 | $ | 265,014 | $ | 7,425,442 | ||||||
General & administrative | 2,358,659 | 232,804 | 2,786,823 | 475,387 | 7,674,423 | |||||||||||
Total | $ | 2,818,437 | $ | 348,726 | $ | 3,581,932 | $ | 740,401 | $ | 15,099,865 |
PROLOR BIOTECH, INC. AND SUBSIDIARIES(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2013
(Unaudited)
NOTE 6 - STOCK OPTION PLANS (continued)
For the three months ended March 31, 2013 | ||||||||
Number of Options | Weighted Average Exercise Price | |||||||
Outstanding at the beginning of the period | 5,514,038 | $ | 2.24 | |||||
Exercised | 25,000 | $ | 0.88 | |||||
Issued under the 2007 Plan | 1,132,500 | $ | 4.74 | |||||
Outstanding at the end of the period | 6,621,538 | $ | 2.67 | |||||
Options exercisable | 4,865,538 | $ | 1.64 |
For the three months ended March 31, 2012 | ||||||||
Number of Options | Weighted Average Exercise Price | |||||||
Outstanding at the beginning of the period | 5,302,905 | $ | 2.07 | |||||
Exercised | (5,533 | ) | $ | 2.21 | ||||
Issued under the 2007 Plan | 197,000 | $ | 6.27 | |||||
Outstanding at the end of the period | 5,494,372 | $ | 2.22 | |||||
Options exercisable | 4,304,080 | $ | 1.33 |
For the six months ended June 30, 2013 | |||||||
Number of Options | Weighted Average Exercise Price | ||||||
Outstanding at the beginning of the period | 5,514,038 | $ | 2.24 | ||||
Exercised | (134,213) | $ | 0.88 | ||||
Exercised | (2,000) | $ | 0.65 | ||||
Exercised | (2,000) | $ | 1.50 | ||||
Forfeited | (25,000) | $ | 1.50 | ||||
Issued under the 2007 Plan | 2,374,500 | $ | 4.74 | ||||
Outstanding at the end of the period | 7,725,325 | $ | 2.97 | ||||
Options exercisable at the end of the period | 5,334,825 | $ | 2.00 |
PROLOR BIOTECH, INC. AND SUBSIDIARIES
(A development stage company)
MARCH 31,
For the six months ended June 30, 2012 | |||||||
Number of Options | Weighted Average Exercise Price | ||||||
Outstanding at the beginning of the period | 5,302,905 | $ | 2.07 | ||||
Exercised | (20,200) | $ | 2.42 | ||||
Issued under the 2007 Plan | 203,000 | $ | 6.27 | ||||
Issued under the 2007 Plan | 25,000 | $ | 5.71 | ||||
Outstanding at the end of the period | 5,510,705 | $ | 2.24 | ||||
Options exercisable at the end of the period | 4,294,705 | $ | 1.32 |
Exercise Price | # of Options Outstanding | Average Remaining Contractual Life (years) | # of Options Exercisable | Intrinsic Value of Options Outstanding | Fair value estimated at grant day | |||||||||||||||||
$ | 0.65 | 365,000 | 5.85 | 365,000 | 4.41 | 0.53 | ||||||||||||||||
$ | 0.88 | 871,942 | 3.06 | 871,942 | 4.17 | 0.59 | ||||||||||||||||
$ | 0.90 | 1,937,239 | 4.92 | 1,937,239 | 4.16 | 0.74 | ||||||||||||||||
$ | 0.93 | 25,000 | 4.93 | 25,000 | 4.13 | 0.74 | ||||||||||||||||
$ | 1.32 | 93,855 | 3.26 | 93,855 | 3.74 | 0.64 | ||||||||||||||||
$ | 1.50 | 119,502 | 5.07 | 119,502 | 3.56 | 0.58 | ||||||||||||||||
$ | 2.00 | 400,000 | 4.11 | 400,000 | 3.06 | 1.52 | ||||||||||||||||
$ | 2.35 | 50,000 | 6.77 | 37,500 | 2.71 | 1.98 | ||||||||||||||||
$ | 2.40 | 500,000 | 6.79 | 375,000 | 2.66 | 2 | ||||||||||||||||
$ | 2.50 | 19,500 | 4.12 | 19,500 | 2.56 | 1.20 | ||||||||||||||||
$ | 4.52 | 10,000 | 9.63 | 0 | 0.54 | 3.2 | ||||||||||||||||
$ | 4.74 | 1,132,500 | 4.74 | 64,500 | 0.32 | 3.42 | ||||||||||||||||
$ | 5.47 | 190,000 | 8.35 | 160,000 | 0 | 2.19 | ||||||||||||||||
$ | 5.71 | 25,000 | 9.07 | 6,250 | 0 | 3.42 | ||||||||||||||||
$ | 6.23 | 179,000 | 7.79 | 89,500 | 0 | 2.44 | ||||||||||||||||
$ | 6.27 | 203,000 | 8.82 | 50,750 | 0 | 3.48 | ||||||||||||||||
$ | 6.47 | 500,000 | 7.76 | 250,000 | 0 | 3.84 | ||||||||||||||||
6,621,538 | 4,865,538 |
Exercise Price | # of Options Outstanding | Average Remaining Contractual Life (years) | # of Options Exercisable | Intrinsic Value of Options Outstanding | Fair value estimated at grant day | |||||||
$ | 0.65 | 363,000 | 5.60 | 363,000 | 5.64 | 0.53 | ||||||
$ | 0.88 | 805,390 | 2.85 | 805,390 | 5.41 | 0.61 | ||||||
$ | 0.90 | 1,937,239 | 4.67 | 1,937,239 | 5.39 | 0.74 | ||||||
$ | 0.93 | 25,000 | 4.68 | 25,000 | 5.36 | 0.74 | ||||||
$ | 1.32 | 51,194 | 3.32 | 51,194 | 4.97 | 0.64 | ||||||
$ | 1.50 | 92,502 | 4.82 | 92,502 | 4.79 | 0.58 | ||||||
$ | 2.00 | 400,000 | 3.86 | 400,000 | 4.29 | 1.52 | ||||||
$ | 2.35 | 50,000 | 6.52 | 37,500 | 3.94 | 1.98 | ||||||
$ | 2.40 | 500,000 | 6.54 | 375,000 | 3.89 | 2.00 | ||||||
$ | 2.50 | 19,500 | 3.87 | 19,500 | 3.79 | 1.20 | ||||||
$ | 4.52 | 10,000 | 9.38 | - | 1.77 | 3.20 | ||||||
$ | 4.74 | 2,374,500 | 9.61 | 672,000 | 3.25 | 3.42 | ||||||
$ | 5.47 | 190,000 | 8.10 | 160,000 | 0.82 | 1.93 | ||||||
$ | 5.71 | 25,000 | 8.82 | 6,250 | 0.58 | 4.52 | ||||||
$ | 6.23 | 179,000 | 7.55 | 89,500 | 0.06 | 2.44 | ||||||
$ | 6.27 | 203,000 | 8.58 | 50,750 | 0.02 | 4.06 | ||||||
$ | 6.47 | 500,000 | 7.51 | 250,000 | - | 3.84 | ||||||
7,725,325 | 5,334,825 |
MARCH 31,
For the three months ended March 31, 2013 | ||||||||
Number of warrants | Weighted Average Exercise Price | |||||||
Outstanding and exercisable at the beginning of the period | 321,335 | $ | 0.88 | |||||
Exercised | - | - | ||||||
Exercised | - | - | ||||||
Forfeited | - | - | ||||||
Outstanding and exercisable at the end of the period | 321,335 | $ |
For the three months ended March 31, 2012 | ||||||||
Number of warrants | Weighted Average Exercise Price | |||||||
Outstanding and exercisable at the beginning of the period | 2,007,856 | $ | 2.15 | |||||
Exercised | (270,258 | ) | $ | 2.50 | ||||
Exercised | (7,038 | ) | $ | 0.88 | ||||
Outstanding and exercisable at the end of the period | 1,730,560 | $ | 2.10 |
For the six months ended June 30, 2013 | ||||||
Number of warrants | Weighted Average Exercise Price | |||||
Outstanding and exercisable at the beginning of the period | 321,335 | $ | 0.88 | |||
Exercised | (33,244) | $ | 0.88 | |||
Forfeited | - | - | ||||
Outstanding and exercisable at the end of the period | 288,091 | $ | 0.88 |
For the six months ended June 30, 2012 | ||||||
Number of warrants | Weighted Average Exercise Price | |||||
Outstanding and exercisable at the beginning of the period | 2,007,856 | $ | 2.22 | |||
Exercised | (28,502) | 0.88 | ||||
Exercised | (1,553,252) | 2.50 | ||||
Forfeited | (104,767) | 2.50 | ||||
Outstanding and exercisable at the end of the period | 321,335 | 0.88 |
$3,658,300.
Year ended March 31, | ||||||
2014 | $ | 212,582 |
Year ended June 30, | ||||
2014 | $ | 160,759 |
MARCH 31,
- | 25,000 shares upon the exercise of 25,000 options at an exercise price of $0.88 per share. | |
- | 109,213 shares upon the exercise of 109,213 options at an exercise price of $0.88 per share. | |
- - | 2,000 shares upon the exercise of 2,000 options at an exercise price of $0.65 per share. 2,000 shares upon the exercise of 2,000 options at an exercise price of $1.50 per share. | |
- | ||
- | 1,888 shares upon a cashless exercise of |
- 25,000 shares upon the exercise of 25,000 options at an exercise price of $1.5 per share.
Period from May 31, 2005 | ||||||||||||
For the three months ended | (date of inception) | |||||||||||
March 31, | to March 31, | |||||||||||
2013 | 2012 | 2013 | ||||||||||
Financial income | $ | 22,295 | $ | 15,718 | $ | 1,182,985 | ||||||
Financial (expenses) and bank fees | (7,195 | ) | (9,662 | ) | (200,504 | ) | ||||||
Exchange rate differences gain (loss) | (31,324 | ) | 88,423 | (460,851 | ) | |||||||
$ | (16,224 | ) | $ | 94,479 | $ | 521,630 |
Period of May 31, 2005 | ||||||||||||||||
For the three months ended | For the Six months ended | (date of inception) | ||||||||||||||
June 30, | June 30, | through June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | ||||||||||||
Financial income | $ | 10,457 | $ | 9,301 | $ | 32,752 | $ | 25,019 | $ | 1,193,442 | ||||||
Financial (expenses) and bank fees | (9,203) | (5,195) | (16,398) | (14,857) | (209,707) | |||||||||||
Exchange rate differences gain (loss) | (29,583) | (88,544) | (60,907) | (121) | (490,434) | |||||||||||
$ | (28,329) | $ | (84,438) | $ | (44,553) | $ | 10,041 | $ | 493,301 |
disclosure:
At the effective time of the merger (the “Effective Time”), each issued and outstanding share of Common Stock automatically will be converted into and exchanged for the right to receive 0.9951 of a share of OPKO’s common stock, par value $0.01 per share (the “Exchange Ratio”). In addition, subject to certain limitations described in the Merger Agreement (1) all warrants to purchase Common Stock will be converted into and become rights with respect to OPKO’s common stock (the “Parent Common Stock”), and OPKO shall assume each warrant in accordance with the terms of such warrant, subject to adjustment by the Exchange Ratio, and (2) each option to purchase one share of Common Stock will be converted into and become rights with respect to Parent Common Stock, and OPKO will assume each such option, in accordance with the terms of the applicable option plan and/or stock option agreement, subject to adjustment by the Exchange Ratio. Closing of the transaction is subject to certain conditions including, the approval of OPKO’s and the Company’s stockholders and other customary closing conditions.
PROLOR BIOTECH, INC. AND SUBSIDIARIESOPKO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2013
(Unaudited)
The Merger Agreement contains a “go shop” provision pursuant to which the Company has the right to solicit, encourage, facilitate and engage in discussions and negotiations with third parties with respect to competing proposals through June 2, 2013 (the “Solicitation Period End Date”). After the Solicitation Period End Date, the Company may continue discussions until June 22, 2013 (the “Cut-Off Date”) with any party that has submitted a competing proposal that the Board of Directors of the Company and Strategic Alternatives Committee of the Company’s Board of Directors determine in good faith would reasonably be expected to result in a Superior Proposal as defined in the Merger Agreement.
For more information regarding the Merger Agreement, please see the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2013.
ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
significant reduction in the number of injections required to achieve the same or superior therapeutic effect from the same dosage; |
⋅ | faster commercialization with greater chance of success and lower costs than those typically associated with a new therapeutic protein; and |
⋅ | manufacturing using industry-standard biotechnology-based protein production processes. |
Human Growth Hormone (hGH) |
⋅ | Factor IX |
⋅ | Diabetes Type II & Obesity Peptide Oxyntomodulin |
⋅ | Factor VIIa |
⋅ | Interferon β and Erythropoietin (EPO) |
⋅ | Atherosclerosis and rheumatoid arthritis long-acting therapies |
Recent Events
On April 23, 2013, we entered into an agreement and plan of merger (the “Merger Agreement”) with OPKO Health, Inc., a Delaware corporation (“OPKO”), and POM Acquisition, Inc., a Nevada corporation and a direct wholly owned subsidiary of OPKO (“POM”). Pursuant to the Merger Agreement, POM will be merged with and into us (the “Merger”) and we will be the surviving corporation and OPKO’s wholly owned subsidiary.
At the effective time of the merger (the “Effective Time”), each issued and outstanding share of our common stock (“Common Stock”) automatically will be converted into and exchanged for the right to receive 0.9951 of a share of OPKO’s common stock, par value $0.01 per share (the “Exchange Ratio”). In addition, subject to certain limitations described in the Merger Agreement (1) all warrants to purchase Common Stock will be converted into and become rights with respect to OPKO’s common stock (the “Parent Common Stock”), and OPKO shall assume each warrant in accordance with the terms of such warrant, subject to adjustment by the Exchange Ratio, and (2) each option to purchase one share of Common Stock will be converted into and become rights with respect to Parent Common Stock, and OPKO will assume each such option, in accordance with the terms of the applicable option plan and/or stock option agreement, subject to adjustment by the Exchange Ratio. Closing of the transaction is subject to certain conditions including, the approval of OPKO’s and our stockholders and other customary closing conditions.
The Merger Agreement contains a “go shop” provision pursuant to which we have the right to solicit, encourage, facilitate and engage in discussions and negotiations with third parties with respect to competing proposals through June 2, 2013 (the “Solicitation Period End Date”). After the Solicitation Period End Date, we may continue discussions until June 22, 2013 (the “Cut-Off Date”) with any party that has submitted a competing proposal that our Board of Directors and the Strategic Alternatives Committee of our Board of Directors determine in good faith would reasonably be expected to result in a Superior Proposal as defined in the Merger Agreement.
For more information regarding the Merger Agreement, please see our Current Report on Form 8-K filed with the SEC on April 29, 2013.
internal costs associated with research and development activities; |
⋅ | payments made to third party contract research organizations, contract manufacturers, investigative sites and consultants; |
⋅ | manufacturing development costs; |
⋅ | personnel-related expenses, including salaries, benefits, travel and related costs for the personnel involved in research and development; |
⋅ | activities relating to the advancement of product candidates through preclinical studies and clinical trials; and |
⋅ | facilities and other expenses, which include expenses for rent and maintenance of facilities, as well as laboratory and other supplies. |
I clinical studies for Factor VIIa
completion of such preclinical and clinical trials; |
⋅ | receipt of necessary regulatory approvals; |
⋅ | the number of clinical sites included in the trials; |
the length of time required to enroll suitable patients; |
⋅ | the number of patients that ultimately participate in the trials; |
⋅ | adverse medical events or side effects in treated patients; |
⋅ | lack of comparability with complementary technologies; |
⋅ | obtaining capital necessary to fund operations, including research and development efforts; and |
⋅ | the results of clinical trials. |
For the three month period ended June 30, 2013, the increase resulted mainly from professional service fees of $1,530,252 as a result of the Merger Agreement with OPKO, as compared to $233,833 for the 2012 period, and from stock-based compensation expenses of $2,623,213 due to grants of restricted stock and stock options to management and directors, as compared to $232,729 for the 2012 period.
interest earned on the Company’s cash and cash equivalents; |
⋅ | interest expense on short term bank credit and loans; and |
⋅ | expenses or income resulting from fluctuations of the New Israeli Shekel and the Euro, in which a portion of the Company’s assets and liabilities are denominated, against the U.S. dollar. |
Of the options granted, 1,242,000 were granted subject to approval of the Company’s stockholders, which approval was obtained at the Company’s 2013 Annual Meeting.
warrants in the 2013 period.
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk |
ITEM 4. | Controls and Procedures |
PART II | OTHER INFORMATION |
ITEM 1A | Risk Factors |
ITEM 2. | Litigation. |
All
Merger in the event it is consummated.
ITEM 6. | Exhibits. |
Except as set forth below, there have been no material changes
2.1 | Agreement and Plan of Merger by and among OPKO Health, Inc., POM Acquisition, Inc. and PROLOR Biotech, Inc. dated as of April 23, 2013, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2013 and incorporated by reference herein. |
31.1 | Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K. |
31.2 | Certification of Principal Financial Officer pursuant to Item 601(b)(31) of Regulation S-K. |
32.1 | Certification of Chief Executive Officer pursuant to Item 601(b)(32) of Regulation S-K. |
32.2 | Certification of Principal Financial Officer pursuant to Item 601(b)(32) of Regulation S-K. |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
101.DEF | XBRL Taxonomy Extension Definition Linkbase |
101.LAB | XBRL Taxonomy Extension Label Linkbase |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
Risks Related to Our Pending Merger with OPKO.
Completionrequirements of the Merger is subject to various conditions, andSecurities Exchange Act of 1934, the Merger may not occur even if we obtain stockholder approval.
Consummation of the Merger is subject to customary conditions, including approval of the Merger Agreement and the Merger by our stockholders, approval of the Merger by OPKO’s stockholders, the absence of legal restraints and the receipt of requisite antitrust approval. Each party’s obligation to consummate the Merger is also subject to the accuracy of the representations and warranties of the other party (subject to certain qualifications and exceptions) and the performance in all material respects of the other party’s covenants under the Merger Agreement, including, with respect to us, customary covenants regarding operation of our business prior to closing. As a result of these conditions, we cannot assure you that the Merger will be completed, even if stockholder approval of the Merger is obtained. If the Merger is not completed for any reason, we expect that we would continueregistrant has duly caused this report to be managed by our current management, under the direction of our board of directors.
The Merger process could adversely affect our business, share price, reputation and results of operations.
Our efforts to complete the Merger could cause substantial disruptions in our business, which could have an adverse effectsigned on our financial results. Among other things, uncertainty as to whether a transaction will be completed with OPKO may affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the Merger is pending, because employees may experience uncertainty about their future roles with OPKO.
Uncertainty as to the our future could adversely affect our business, reputation and our relationship with potential customers. For example, vendors and others that deal with us could defer decisions concerning working with us, or seek to change existing business relationships with us. Further, a substantial amount of the attention of management and employees is being directed toward the completion of the Merger and thus is being diverted from our day-to-day operations because matters related to the Merger (including integration planning) require substantial commitments of time and resources.
If the proposed Merger is not completed, the share price of our common stock will likely fall to the extent that the current market price of our common stock reflects an assumption that a transaction will be completed. In addition, under circumstances described in the Merger Agreement, we may be required to pay a termination fee of up to $14.4 million if the Merger Agreement is terminated. Further, the failure of the proposed Merger to be completed may result in negative publicity and/or a negative impression of us in the investment community and may affect our relationship with employees, vendors and other partners in the business community.
While the Merger Agreement is in effect, we are subject to restrictions on our business activities.
While the Merger Agreement is in effect, we are subject to restrictions on our business activities and must generally operate our business in the ordinary course consistent with past practice (subject to certain exceptions). These restrictions could prevent us from pursuing attractive business opportunities that arise prior to the completion of the Merger and are generally outside the ordinary course of business, and otherwise have a material adverse effect on our future results of operations or financial condition.
We are subject to litigation related to the pending Merger.
Six putative class action lawsuits have been filed in connection with the Merger: (i) Peter Turkell v. Prolor Biotech, Inc., et al. (Case No. A-13-680860-B), filed April 29, 2013 in the Eighth Judicial District Court in and for Clark County, Nevada; (ii) Floyd A. Fried v. Prolor Biotech, Inc., et al., (Case No. A-13-681060), filed May 1, 2013 in the Eighth Judicial District Court in and for Clark County, Nevada; (iii) Marc Henzel v. Prolor Biotech, Inc., et al. (Case No. A-13-681020-C), filed May 1, 2013, in the Eighth Judicial District Court in and for Clark County, Nevada; (iv) Bradford W. Baer, et al., v. Prolor Biotech, Inc. et al. (Case No. A-13-681218-B, filed May 3, 2013 in the Eighth Judicial District Court in and for Clark County, Nevada; (v) James Hegarty v. Prolor Biotech, Inc., et al (Case No. A-13-681250-C), filed May 6, 2013 in the Eighth Judicial District Court in and for Clark County, Nevada; and (vi) Jorge L. Salas, et al. v. Prolor Biotech, Inc., et al. (Case No. A-13-681279-C), filed May 6, 2013 in the Eighth Judicial District Court in and for Clark County, Nevada.
All six suits name us, the members of our board of directors, OPKO and POM as defendants. All six lawsuits are brought by purported holders of our common stock, both individually and onits behalf of a putative class of our stockholders, alleging that our board of directors breached its fiduciary duties in connection with the proposed Merger by purportedly failing to maximize stockholder value, and that we, OPKO and POM aided and abetted the alleged breaches. All six lawsuits seek equitable relief, including, among other things, to enjoin consummation of the Merger, rescission of the Merger Agreement and an award of all costs, including reasonable attorneys’ fees. Certain of the complaints additionally seek compensatory and/or rescissory damages, and/or imposition of a constructive trust for any benefits improperly received by the defendants.
While we believe that the claims made in these lawsuits are without merit and intend to defend such claims vigorously, there can be no assurance that we will prevail in our defense. Further, it is possible that additional claims beyond those that have already been filed will be brought by the current plaintiffs or by others in an effort to enjoin the proposed Merger or seek monetary relief from us. An unfavorable resolution of any such litigation surrounding the proposed Merger could delay or prevent the consummation of the Merger. In addition, the cost to us of defending the litigation, even if resolved in our favor, could be substantial. Such litigation could also substantially divert the attention of our management and our resources in general. Due to the preliminary nature of all six suits, we are unable at this time to estimate their outcome.
/s/ Abraham Havron | |
Date: August 9, 2013 | Abraham Havron |
Chief Executive Officer | |
/s/ Steve Schaeffer | |
Date: August 9, 2013 | Steve Schaeffer |
Chief Financial Officer | |
(Principal Financial Officer and Principal Accounting Officer) |
2.1 | Agreement and Plan of Merger by and among OPKO Health, Inc., POM Acquisition, Inc. and PROLOR Biotech, Inc. dated as of April 23, 2013, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 29, 2013 and incorporated by reference herein. |
31.1 | Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K. |
31.2 | Certification of Principal Financial Officer pursuant to Item 601(b)(31) of Regulation S-K. |
32.1 | Certification of Chief Executive Officer pursuant to Item 601(b)(32) of Regulation S-K. |
32.2 | Certification of Principal Financial Officer pursuant to Item 601(b)(32) of Regulation S-K. |
XBRL Instance Document | |
XBRL Taxonomy Extension Schema | |
XBRL Taxonomy Extension Calculation Linkbase | |
XBRL Taxonomy Extension Definition Linkbase | |
XBRL Taxonomy Extension Label Linkbase | |
XBRL Taxonomy Extension Presentation Linkbase |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EXHIBIT INDEX