Delaware | 000-52062 | 20-3708500 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
615 Arapeen Drive, Suite 102 Salt Lake City, UT | 84108 | |||
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
· | The sole director and officer of Grace 2, resigned. |
· | Q Therapeutics shareholders received, on a pro rata basis, an aggregate of 22,671,923 shares of Grace 2 Common Stock (including shares underlying warrants and options), which immediately upon the consummation of the Merger, represented an 89.7% interest in the Company , thereby rendering Q Therapeutics shareholders the majority owners of the Company; |
· | Grace 2 filed a Schedule 14C with the US Securities and Exchange Commission notifying the market of its immediate plans to change the Company’s corporate name to Q Holdings, Inc. by way of Amendment to the Company’s Certificate of Incorporation with the State of Delaware, which was legally effected on November 17, 2011; |
· | Q Therapeutics’ existing senior management assumed the same positions with Q Holdings; and |
· | Q Therapeutics became the wholly owned subsidiary of the Company with the Company conducting all of its operations through Q Therapeutics. |
(a) | entitles the holder or its registered assigns to purchase one share of common stock; |
(b) | is exercisable any time after the Closing Date and expires on the date that is seven years following the original issuance date of the Warrants; |
(c) | is exercisable, in whole or in part, at an exercise price of $1.00 per share (the “Exercise Price”); |
(d) | is exercisable only for cash; and |
(e) | is callable by us at a redemption price of $0.001 per warrant share by providing the holder ten day written notice (the “Redemption Period”); provided, however, that no redemption may occur unless (i) the Company’s Common Stock has had a per share closing sales price of at least $1.50 for ten consecutive trading days and (ii) at the date of the redemption notice and during the entire Redemption Period there is an effective registration statement covering the resale of the Warrant Stock. |
(a) | entitles the holder or its registered assigns to purchase one share of common stock; |
(b) | is exercisable any time after the Closing Date and expires on the date that is seven years following the original issuance date of the Warrants; |
(c) | is exercisable, in whole or in part, at an exercise price of $2.00 per share (the “Exercise Price”); |
(d) | is exercisable only for cash; and |
(e) | is callable by us at a redemption price of $0.001 per warrant share by providing the holder ten day written notice (the “Redemption Period”); provided, however, that no redemption may occur unless (i) the Company’s Common Stock has had a per share closing sales price of at least $3.00 for ten consecutive trading days and (ii) at the date of the redemption notice and during the entire Redemption Period there is an effective registration statement covering the resale of the Warrant Stock. |
· | Leverage its research and development resources by forming collaborations with outside scientists specialized in our areas of interest; |
· | Contract GLP and GMP manufacturing to facilities specialized in such production; |
· | Utilize experienced regulatory consultants to work with FDA; |
· | Contract safety/toxicology studies to qualified GLP labs; |
· | Conduct the clinical trials with physicians and institutions with relevant experience; |
· | Enter into pharmaceutical company collaborations to maximize product sales. |
(1) | Q-Cells® provide important growth factors and other trophic functions that support neuronal health, providing treatment options for diseases directly involving neuronal degeneration such as ALS and Parkinson’s disease. |
(2) | Q-Cells® provide myelin repair functions for diseases involving demyelination such as Multiple Sclerosis, Transverse Myelitis, Cerebral Palsy, and Spinal Cord Injury. |
(3) | When placed in the CNS, Q-Cells® predictably replicate, migrate, and terminally differentiate into physiologically relevant glial cells: oligodendrocytes and astrocytes. |
(4) | Q-Cells® don’t give rise to appreciable numbers of neurons, reducing potential for unwanted effects due to aberrant neuronal connections. |
(5) | The isolation process is readily scalable to GMP. |
(6) | Tissue-sourced Q-Cells® spend little time in culture prior to freezing of the cells to produce the product for shipment to treatment sites, providing advantages in production. |
Pursuant to the Agreement, the Company has financial obligations to pay milestones to the Foundation. More specifically, approximately $1.3 million in total milestones are due to the Foundation for each product that receives market approval, with most of the payment weighted towards approval.
In an application for Confidential Treatment, initially filed with the SEC Office of the Secretary on December 7, 2011, the Company has requested confidential treatment of the individual dollar amounts pertaining to such milestones. Upon product sales for therapeutic use, royalty payments (single digit) are due to the Foundation on net sales, with a minimum annual royalty.
(1) | Isolating and purifying new populations of stem or progenitor cells from various tissues, expanding them as necessary and transplanting the cells into various target organs. One challenge with this approach is ensuring that the exact desired population can be reproducibly purified and expanded. This affects safety and efficacy as well as the ease of scaled-up manufacturing. |
(2) | Stimulating existing stem cells to “wake up,” expand and differentiate inside the body at an accelerated rate. Challenges associated with this approach include manipulating complex interactions among multiple growth factors and endogenous signals to generate the desired outcomes, as well as complications due to malfunctioning or mutant endogenous cells in certain diseases. |
A. | Initial target indications |
1. | Amyotrophic Lateral Sclerosis (ALS), or Lou Gehrig’s Disease |
2. | Demyelinating Diseases: Multiple Sclerosis and Transverse Myelitis |
3. | Traumatic Spinal Cord Injury |
· | Alzheimer’s Disease (“AD”) is a progressive, neurodegenerative disease characterized by abnormal clumps (amyloid plaques) and tangled bundles of fibers (neurofibrillary tangles) in the brain. Symptoms include memory loss, language deterioration and confusion and eventually lead to loss of cognition and personality. It is estimated that about 5.3 million people in the U.S. suffer from AD, with annual healthcare costs in excess of $170 billion. The number of patients is projected to reach 13.5 million by 2050 (Alzheimer’s Association, 2010). |
· | Traumatic Brain Injury (“TBI”) has been reported to occur in 1.4 million Americans each year, leaving 50,000 dead and more than 80,000/year with lifelong disabilities, and costing over $60 billion in 2000. The U.S. Centers for Disease Control estimates that at least 5.3 million Americans are living with the need for help in daily activities due to TBI. TBI is a leading injury for active military personnel in war zones. Other than acute phase treatments to prevent further injury (e.g., surgery, relief of pressure build-up), treatment of headaches, seizures and physical rehabilitation, there is no treatment for and nothing to reverse TBI. The multiple support functions of Q-Cells® may be beneficial in achieving recovery from TBI. |
· | Cerebral Palsy (“CP”) has a U.S. patient population of about 750,000. An initial target may be for spastic diplegia, with involves injury to the cerebral cortex and represents approximately 70% of CP. As Q-Cells® can provide myelinating oligodendrocytes, they may provide benefits to CP patients. |
· | Stroke afflicts almost 800,000 people and is the third leading cause of death in the U.S, with total annual costs over $40 billion. Market projections are significant even if only a small portion of these patients were treated. Q-Cells® may be beneficial in treating stroke both for restoring myelination, as well as the support provided by astrocytes to restoring neuron function. |
· | Leukodystrophies and CNS storage diseases: These are several inherited pediatric diseases for which the molecular cause is known to involve a single gene defect. There are no treatment options for most of these diseases, often resulting in death at a young age. Although a few companies including Genzyme and Biomarin have developed enzyme replacement therapies to successfully treat systemic manifestations of a few of these diseases, the systemically-administered enzyme pharmaceuticals do not cross the blood-brain barrier to treat CNS targets. Such CNS diseases may provide future opportunity to Q as there are many storage disorders with severe CNS manifestations that involve destruction of oligodendrocytes with concomitant demyelination. Q-Cells®, as they are transplanted directly into the CNS, may be able to provide both the missing enzyme in the CNS as well as replace the destroyed oligodendrocytes and thus provide remyelination. |
· | Peripheral Neuropathies have no effective treatments. In addition to causing severe pain, they are a leading cause of amputations in the developed world. Eight million diabetes patients have neuropathy in the U.S. alone. Q has patents on cells that support the peripheral nervous system. |
· | succeed in our research and development efforts; |
· | select therapeutic compounds or cell therapies for development that have acceptable safety and efficacy profiles; |
· | obtain required regulatory approvals; |
· | finance, or obtain additional financing for, our clinical trials; |
· | manufacture product candidates; and |
· | collaborate successfully with clinical trial sites, academic institutions, physician investigators, clinical research organizations and other third parties, and achieve adequate enrollment of subjects. |
· | the accuracy of the assumptions underlying our estimates for our capital needs for the remainder of the 2011 fiscal year and beyond; |
· | the magnitude and scope of our research and development programs; |
· | the progress we make in our research and development programs, preclinical development and clinical trials; |
· | our ability to establish, enforce and maintain strategic arrangements for research, development, clinical testing, manufacturing and marketing; |
· | the number and type of product candidates that we pursue; |
· | the time and costs involved in obtaining regulatory approvals and clearances; and |
· | the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims. |
· | changes in our industry; competitive pricing pressures; our ability to obtain working capital financing; additions or departures of key personnel; |
· | limited public float in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market price for our Common Stock; |
· | sales of our Common Stock; |
· | our ability to execute our business plan; |
· | operating results that fall below expectations; |
· | loss of any strategic relationship; |
· | regulatory developments; |
· | changes in federal or state healthcare-related laws; |
· | economic and other external factors; |
· | period-to-period fluctuations in our financial results; |
· | challenges and/or invalidation of key patents; and |
· | inability to develop or acquire new or needed technology. |
· | obtaining adequate financing; |
· | demonstrating sufficient safety and efficacy to obtain regulatory clearance to commence a clinical trial; |
· | manufacturing sufficient quantities or producing products meeting our quality standards of a product candidate; |
· | obtaining an injection device or methodology meeting our quality standards; |
· | obtaining approval of an IND application or proposed trial design from the FDA; |
· | reaching agreement on acceptable terms with our collaborators on all aspects of the clinical trial, including the contract research organizations (“CROs”) and the trial sites; and |
· | obtaining Institutional Review Board (“IRB”) approval to conduct a clinical trial at a prospective site. |
· | significantly delay and harm the marketing of any products that we or our collaborators develop; |
· | impose costly procedures upon our activities or the activities of our collaborators; |
· | diminish any competitive advantages that we or our collaborators may attain; or |
· | adversely affect our ability to receive royalties and generate revenues and profits. |
· | manufacturing; |
· | adverse-event reporting; |
· | advertising and promoting; |
· | selling and marketing; |
· | labeling; and |
· | distribution. |
· | recall or seizure of products; |
· | injunction against the manufacture, distribution and sales and marketing of products; and |
· | criminal prosecution. |
· | causing us to lose patent rights in the relevant jurisdiction(s); |
· | subjecting us to litigation, or otherwise preventing us from commercializing potential products in the relevant jurisdiction(s); |
· | requiring us to obtain licenses to the disputed patents; |
· | forcing us to cease using the disputed technology; or |
· | requiring us to develop or obtain alternative technologies. |
· | conduct research and development activities and preclinical safety studies in conjunction with or for us; |
· | manufacture product(s) or reagents used for such product manufacture for use by us, our contractors and our partners; |
· | design and conduct advanced clinical trials in the event that we reach clinical trials; |
· | fund research and development activities with us; |
· | manage and license certain patent rights; |
· | pay us fees upon the achievement of milestones; and |
· | market with us any commercial products that result from our collaborations. |
· | product efficacy and safety; |
· | the timing and scope of regulatory consents; |
· | availability of resources; |
· | reimbursement coverage; |
· | price; and |
· | patent position, including potentially dominant patent positions of others. |
· | our establishment and demonstration to the medical community of the clinical efficacy and safety of our product candidates; |
· | our ability to create products that are superior to alternatives currently on the market; |
· | our ability to establish in the medical community the potential advantage of our treatments over alternative treatment methods; and |
· | reimbursement policies of government and third-party payers. |
· | Leverage its research and development resources by forming collaborations with outside scientists specialized in our areas of interest |
· | Contract GLP and GMP manufacturing to facilities specialized in such production |
· | Utilize experienced regulatory consultants to work with FDA |
· | Contract safety/toxicology studies to qualified GLP labs |
· | Conduct the clinical trials with physicians and institutions with relevant experience |
· | Enter into pharmaceutical company collaborations to maximize product sales |
U.S. Patent 7,795,021 issued September 14, 2010 and has claims drawn to an isolated population of mammalian CNS glial restricted precursor cells which generate oligodendrocytes and at least two distinct populations of astrocytes, but not neurons, said population of mammalian CNS glial restricted precursor cells being isolated from a mixture of cells by positive immunoselection with an A2B5 antibody.
For the Nine months Ended September 30, | ||||||||||||||||
2011 | 2010 | Change | % | |||||||||||||
Grant revenue | $ | 10,173 | $ | 176,762 | $ | (166,589 | ) | (94.2 | )% | |||||||
License revenue | 14,400 | 29,800 | (15,400 | ) | (51.7 | )% | ||||||||||
Research and development expense | 286,738 | 403,312 | (116,574 | ) | (28.90 | )% | ||||||||||
General and administrative expense | 598,203 | 586,539 | 11,664 | 2.0 | % | |||||||||||
Loss from operations | (860,368 | ) | (783,289 | ) | (77,079 | ) | 9.8 | % | ||||||||
Other income (expense), net | (542,750 | ) | 8,961 | (551,711 | ) | (6,156.8 | )% | |||||||||
Loss before provision for income taxes | (1,403,118 | ) | (774,328 | ) | (628,790 | ) | (81.2 | )% | ||||||||
Provision for income taxes | - | - | - | - | % | |||||||||||
Net loss | $ | (1,403,118 | ) | $ | (774,328 | ) | $ | (628,790 | ) | (81.2 | )% |
For the Nine months Ended September 30, | ||||||||||||||||
2011 | 2010 | Change | % | |||||||||||||
Salaries and wage-related | $ | 153,205 | $ | 300,961 | $ | (147,756 | ) | (49.1 | )% | |||||||
Professional fees | 266,631 | 115,389 | 151,242 | 131.1 | % | |||||||||||
Stock-based compensation | 35,200 | 58,156 | (22,956 | ) | (39.5 | )% | ||||||||||
Rent | 58,258 | 56,732 | 1,526 | 2.7 | % | |||||||||||
Insurance | 19,889 | 23,086 | (3,197 | ) | (13.8 | )% | ||||||||||
Other | 65,020 | 32,215 | 32,805 | 101.8 | % | |||||||||||
Total | $ | 598,203 | $ | 586,539 | $ | 11,664 | 1.99 | % |
2011 | 2010 | |||||||
Net cash used in operating activities | $ | (489,343 | ) | $ | (808,901 | ) | ||
Net cash used in investing activities | (5,626 | ) | - | |||||
Net cash provided by financing activities | 360,000 | 975,000 | ||||||
Net change in cash | $ | (134,969 | ) | $ | 166,099 |
For the Years Ended December 31, | ||||||||||||||||
2010 | 2009 | Change | % | |||||||||||||
Grant revenue | $ | 421,241 | $ | 47,251 | $ | 373,990 | 791.5 | % | ||||||||
License revenue | 31,000 | 87,500 | (56,500 | ) | (64.6 | )% | ||||||||||
Research and development expense | 501,900 | 406,499 | 95,401 | 23.5 | % | |||||||||||
General and administrative expense | 826,330 | 485,235 | 341,095 | 70.3 | % | |||||||||||
Loss from operations | (875,989 | ) | (756,983 | ) | (119,006 | ) | (15.7 | )% | ||||||||
Other income, net | 11,139 | 1,252 | 9,887 | 789.7 | % | |||||||||||
Loss before provision for income taxes | (864,850 | ) | (755,731 | ) | (109,119 | ) | (14.4 | )% | ||||||||
Provision for income taxes | - | - | - | - | % | |||||||||||
Net loss | $ | (864,850 | ) | $ | (755,731 | ) | $ | (109,119 | ) | (14.4 | )% |
For the Years Ended December 31, | ||||||||||||||||
2010 | 2009 | Change | % | |||||||||||||
Salaries and wage-related | $ | 407,461 | $ | 184,874 | $ | 222,587 | 120.4 | % | ||||||||
Professional fees | 181,615 | 93,651 | 87,964 | 93.9 | % | |||||||||||
Stock-based compensation | 83,298 | 42,776 | 40,522 | 94.7 | % | |||||||||||
Rent | 74,628 | 68,004 | 6,624 | 9.7 | % | |||||||||||
Insurance | 32,178 | 33,888 | (1,710 | ) | (5.0 | )% | ||||||||||
Other | 47,150 | 62,042 | (14,892 | ) | (24.0 | )% | ||||||||||
Total | $ | 826,330 | $ | 485,235 | $ | 341,095 | 70.3 | % |
2010 | 2009 | |||||||
Net cash used in operating activities | $ | (811,794 | ) | $ | (630,679 | ) | ||
Net cash used in investing activities | - | (2,541 | ) | |||||
Net cash provided by financing activities | 1,221,845 | 55,000 | ||||||
Net change in cash | $ | 410,051 | $ | (578,220 | ) |
· | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
· | Provide reasonable assurance that the transactions are recorded as necessary to permit the preparation of financial statements in accordance with US GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
· | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
1. | Inadequate segregation of incompatible duties due to our limited number of personnel, which could have resulted in a material misstatement that would otherwise have been prevented or detected; |
2. | Lack of an established audit committee comprised of outside directors on the Company’s board of directors independent of management; |
3. | Lack of sufficient resources to establish and operate an internal audit function; and |
4. | Incomplete documentation of all proper accounting processes and procedures and the lack of a written code of ethics. |
· | Considering the engagement of consultants to assist in ensuring that accounting policies and procedures are consistent across the organization and that we have adequate control over financial statement disclosures; |
· | Adoption of a written code of ethics; |
· | Appointing one or more outside directors to our board of directors who are willing to perform the audit oversight function and establishing a fully functioning audit committee; |
· | Increasing our financial accounting staff, as resources allow, and segregate all key incompatible duties consistent with the control objectives. |
· | Douglas Dyer, the sole Director and Officer of Grace 2, resigned. |
· | Q Therapeutics shareholders received, on a pro rata basis, an aggregate of 22,671,923 shares of Grace 2 Common Stock (including shares underlying warrants and options), which immediately upon the consummation of the Merger, represented an 89.7% interest in the Company , thereby rendering Q Therapeutics shareholders the majority owners of the Company; |
· | Grace 2 filed a Schedule 14C with the US Securities and Exchange Commission notifying the market of its immediate plans to change the Company’s corporate name to Q Holdings, Inc. by way of Amendment to the Company Certificate of Incorporation with the State of Delaware (Grace 2 thereafter referred to as “Q Holdings”); |
· | Q Therapeutics’ existing senior management assumed the same positions with Q Holdings; and |
· | Q Therapeutics became the wholly owned subsidiary of the Company with the Company conducting all of its operations through Q Therapeutics. |
Name | Age | Directors and Officers | ||
Deborah A. Eppstein, Ph.D. | 63 | President, Chief Executive Officer and Director | ||
Steven J. Borst, M.B.A. | 54 | Chief Financial Officer and Vice President Corporate Development | ||
Dinesh C. Patel, Ph.D. | 61 | Chairman of the Board of Directors | ||
Peter Barton Hutt | 76 | Director | ||
Joydeep Goswami, Ph.D., M.B.A. | 40 | Director | ||
Linda F. Powers | 56 | Director | ||
Peter Grebow, Ph.D. | 65 | Director |
· | Joy A. Cavagnaro, Ph.D. of Access Bio was Senior Pharmacologist at the CBER division of the FDA and was responsible for preclinical development and safety assessment of biological projects. |
(a) | Had 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) | Been convicted in a criminal proceeding or subject to a pending criminal proceeding; |
(c) | Been 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, futures, commodities or banking activities; and |
(d) | Been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
Deborah A. Eppstein, President and Chief Executive Officer: | $ | 250,000 | ||
Steven J. Borst, CFO and Vice President of Corporate Development: | $ | 200,000 |
SUMMARY COMPENSATION TABLE | ||||||||||||||||||||
Name | Title | Fiscal Year | Salary | Bonus | Other Comp. | Total | ||||||||||||||
Deborah A. Eppstein, Ph.D. (1) | President and CEO | December 31, 2011 | $ | 121,076 | $ | 134,000 | $ | 0 | $ | 255,076 | ||||||||||
December 31, 2010 | $ | 187,500 | $ | 0 | $ | 0 | $ | 187,550 | ||||||||||||
December 31, 2009 | $ | 89,830 | $ | 0 | $ | 0 | $ | 89,830 | ||||||||||||
Steven J. Borst (2) | CFO and Vice President of | December 31, 2011 | $ | 90,000 | $ | 106,000 | $ | 0 | $ | 196,000 | ||||||||||
Corporate Development | ||||||||||||||||||||
December 31, 2010 | $ | 122,500 | $ | 0 | $ | 0 | $ | 122,500 | ||||||||||||
December 31, 2009 | $ | 50,556 | $ | 0 | $ | 0 | $ | 50,556 |
(1) | As adjusted pursuant to the Merger, Dr. Eppstein has been granted 1,397,479 options to acquire the Company’s Common Stock comprising 448,956 options with a $0.08 strike price, 515,846 options with a $0.15 strike price, and 432,677 options with a $0.19 strike price. |
(2) | As adjusted pursuant to the Merger, Mr. Borst has been granted 834,672 options to acquire the Company’s Common Stock comprising 209,995 options with a $0.08 strike price, 192,000 options with a $0.15 strike price, and 432,677 options with a $0.19 strike price. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END DATED DECEMBER 31, 2011 | |||||||||||
EQUITY INCENTIVE PLAN: STOCK OPTION AWARDS | |||||||||||
Name (a) | Equity Incentive Plan Awards: Total Number of | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (c) | Option Exercise Price ($) (e) | Option Expiration Date ($) (f) | |||||||
Eppstein | 141,377 | 0 | 0.1525 | 3/7/18 | |||||||
Eppstein | 28,327 | 0 | 0.1525 | 2/9/19 | |||||||
Eppstein | 346,141 | 21,634 | 0.1525 | 3/19/19 | |||||||
Eppstein | 448,956 | 0 | 0.0786 | 10/13/19 | |||||||
Eppstein | 216,338 | 36,056 | 0.1941 | 12/22/20 | |||||||
Eppstein | 216,338 | 96,150 | 0.1941 | 12/22/20 | |||||||
Borst | 18,930 | 0 | 0.1525 | 2/9/19 | |||||||
Borst | 173,071 | 10,816 | 0.1525 | 3/19/19 | |||||||
Borst | 209,995 | 0 | 0.0786 | 10/13/19 | |||||||
Borst | 216,338 | 36,056 | 0.1941 | 12/22/20 | |||||||
Borst | 216,338 | 96,150 | 0.1941 | 12/22/20 |
Name of Beneficial Owner | Class of Voting Stock | Number of Shares of Voting Stock Beneficially Owned (1) | Percentage of Class (1) | |||||||
Deborah A. Eppstein, Ph.D., President, CEO and Director | Common Stock | 1,998,434 | (2) | 7.7 | % | |||||
Steven J. Borst, CFO and Vice President of Corporate Development | Common Stock | 1,337,326 | (3) | 5.3 | % | |||||
Dinesh C. Patel, Ph.D., Chairman of the Board of Directors, Managing Director, vSpring Capital, 2795 East Cottonwood Parkway, Salt Lake City, UT 84121 | Common Stock | 7,243,123 | (4) | 28.7 | % | |||||
Peter Barton Hutt, Director, Senior Counsel, Covington & Burling, 1201 Pennsylvania Ave., Washington, DC 20004 | Common Stock | 129,803 | (5) | 0.5 | % | |||||
Joydeep Goswami, Ph.D., M.B.A., President of Life Technologies –Japan, c/o Life Technologies 5791 Van Allen Way, Carlsbad, California 92008 | Common Stock | 2,445,564 | (6) | 10.0 | % | |||||
Linda F. Powers, Director, Managing Director, Toucan Capital, 4800 Montgomery Lane, Suite 801, Bethesda, MD 20814 | Common Stock | 1,497,496 | (7) | 6.1 | % | |||||
Peter Grebow PhD, Director | Common Stock | 25,000 | (10) | 0.1 | % | |||||
UpStart Life Sciences Capital, L.P., 417 Wakara Way, Suite 3510, Salt Lake City, UT 84108 | Common Stock | 2,433,288 | (8) | 9.2 | % | |||||
Cephalon, Inc., 41 Moores Road, Frazer, PA 19355 | Common Stock | 11,056,641 | (9) | 34.6 | % | |||||
Directors and Officers as a group (7 persons) | Common Stock | 14,676,746 | 53.2 | % |
(1) | Based on 24,557,632 shares of Common Stock issued and outstanding as of October 13, 2011, post Merger, and any shares of Common Stock that the beneficial owner has the right to acquire within 60 days. Any securities not outstanding which are subject to such options, warrants, rights or conversion privileges shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person but shall not be deemed to be outstanding for the purpose of computing the percentage of the class by any other person. |
(2) | Includes options to acquire 1,297,372 shares of Common Stock. |
(3) | Includes options to acquire 743,986 shares of Common Stock and warrants to acquire 30,370 shares of Common Stock. |
(4) | Includes 43,268 shares of Common Stock owned by Dr. Patel personally. The remaining shares, which include warrants to acquire 712,277 shares of Common Stock, are owned by vSpring Capital, Dr. Patel’s employer. |
(5) | Includes options to acquire 129,803 shares of Common Stock. |
(6) | Shares are owned by Life Technologies, Inc., Dr. Goswami’s employer. |
(7) | Shares are owned by Toucan Capital, Ms. Powers’ employer, and include warrants to acquire 96,580 shares of Common Stock. |
(8) | Includes warrants to acquire 1,822,192 shares of Common Stock. |
(9) | Includes warrants to acquire 7,371,094 shares of Common Stock. |
(10) | Includes options to acquire 25,000 shares of Common Stock. |
ITEM 5.03 | AMENDMENT TO THE ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
Exhibit No. | Description | |
2.1 | Agreement and Plan of Merger by and between Grace 2, Inc., Q Merger Sub, Inc., and Q Therapeutics, Inc, dated October 13, 2011 (2) | |
3.1 | Articles of Incorporation (1) | |
3.2 | By Laws (1) | |
10.1 | Exclusive License Agreement between Q Therapeutics, Inc. and the University of Utah Research Foundation dated October 5, 2005, as amended, re-filed pursuant to SEC recommendations; certain provisions omitted pursuant to Confidential Treatment Requests to the SEC. | |
10.2 | Employment Agreement between Q Holdings, Inc. and Deborah A. Eppstein PhD, dated October 13, 2011. (2) | |
10.3 | Employment Agreement between Q Holdings, Inc. and Steven J. Borst dated October 13, 2011. (2) | |
10.4 | Lease Agreement (3) | |
16.1 | Letter from W. T. Uniack & Co., CPA’s P.C. dated October 14, 2011. (2) | |
99.1 | The Audited Consolidated Financial Statements of Q Therapeutics as of December 31, 2010 and 2009 (2) | |
99.2 | The Unaudited Consolidated Financial Statements of Q Therapeutics as of September 30, 2011 (3) | |
99.3 | The Unaudited Pro Forma Financial Information and related notes thereto as of September 30, 2011. (3) | |
99.4 | Q Holdings Stock Purchase Agreement. (3) | |
99.5 | Q Holdings Registration Rights Agreement. (3) | |
99.6 | 2002 Q Therapeutics, Inc. Stock Option Plan. (3) | |
99.7 | 2011 Q Holdings, Inc. Stock Option Plan. (3) | |
99.8 | Notice of Grant Award with the Small Business Innovation Research Program (4) |
(1) | Incorporated by reference from the Company’s Registration Statement on Form 10SB (SEC File No. 000-52062) filed on June 19, 2006. |
(2) | Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 000-52062) filed on October 18, 2011. |
(3) | Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 000-52062) filed on December 9, 2011. Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 000-52062) filed on January 10, 2012. |
Q HOLDINGS, INC. | ||
Dated: February 7, 2012 | By: | /s/ DEBORAH A. EPPSTEIN, PH.D. |
Deborah A. Eppstein, Ph.D. President and Chief Executive Officer, Director (Principal Executive Officer) |
Dated: February 7, 2012 | By: | /s/ STEVEN J. BORST |
Steven J. Borst, M.B.A. Chief Financial Officer and Vice President of Corporate Development (Principal Financial Officer, Principal Accounting Officer) |