| 9 - SUBSEQUENT EVENTS | 9 - SUBSEQUENT EVENTS On July 1, 2015, the Board of Directors of
the Company appointed Mr. William Callahan to serve as Director of the Companys Board. Mr. Callahan (age 56) has spent most
of his more than 30-year career in emerging growth companies in the medical device, drug delivery and pharmaceutical industry,
establishing and growing operations groups, and participating in the launch of numerous new products. Mr. Callahan has experience
in the translation of research and development projects into commercially viable products, commercial development of new products,
set-up of quality control procedures and documentation, and operations. He has been Senior Director Manufacturing Operations at
AcelRx since March 2014. He was a director of the Companys board from January 2013 until March 2014, and was a consultant
to the pharmaceutical and medical technology industries from February 2012 until March 2014. From October 2009 until February 2012,
he was Vice President Operations for Depomed, Inc. His previous tasks have included establishing GMP manufacturing operations and
engineering groups whose responsibilities covered product assembly/manufacturing, process and product development, scale up and
technology transfer activities, equipment and process qualification and validation execution, and support of regulatory FDA submissions.
Commercial products that he worked on include in-vitro diagnostic devices (Lifescan and Avocet Medical Inc.), medical equipment
(Applied Biosystems), transdermal pharmaceutical products (Cygnus Therapeutics), and solid oral drug delivery products (Depomed,
Inc). Throughout his career he has held positions of increasing responsibility in engineering and operations groups at Lifescan
a Johnson & Johnson Co., Applied Biosystems, Cygnus Therapeutics, Avocet Medical, and Depomed, Inc. He received a B.S.
degree in Chemistry from San Francisco State University. On July 6, 2015, the Company filed a Form S-1
registration statement that relates to the offer and resale of up to 3,762,000 shares of the Companys common stock, par
value $0.0001 per share, by the selling stockholders (Selling Stockholders) listed in the Form S-1 registration statement
(Selling Stockholders), issuable to such stockholders upon the conversion of shares of the Companys preferred
stock or exercise of an aggregate of 1,800,000 warrants which the Company sold to investors in a private placement, or exercise
of an aggregate of 162,000 warrants which the Company issued to its placement agent. In that private placement the Company sold
an aggregate of 2,250 shares of its Series A convertible preferred stock, par value $0.0001 per share (Preferred Stock)
for gross proceeds to the Company of $2,250,000. Each share of the Preferred Stock is convertible into 800 shares of the Companys
common stock (Common Stock) which results in an effective conversion price of $1.25 per share. The Preferred Stock
has no dividend rights or liquidation preference. If dividends are declared on the Common Stock, the holders of the Preferred Stock
shall be entitled to participate in such dividends on an as-converted-to-common stock basis. In addition, in the private placement
the Company issued to the investors warrants (Investor Warrants) to purchase up to 1,800,000 shares of Common Stock.
The Warrants have an exercise price of $1.50 per share and are exercisable through June 21, 2019. The shares of the Companys
common stock issuable on exercise of the Investor Warrants are registered under the Companys Form S-1. H.C. Wainwright &
Co., LLC (Placement Agent) acted as the exclusive placement agent for the placement of the Companys Preferred
Stock and Investor Warrants. The Placement Agent purchased securities in the offering on the same terms and conditions as the other
investors. In addition, the Placement Agent and its designees received an aggregate of 162,000 warrants to purchase the Companys
common stock at a price of $1.50 per share through June 21, 2019. (Agent Warrants) The shares underlying the Agent
Warrants are registered under the Companys Form S-1. The Company will not receive any proceeds from the sale of shares sold
by the Selling Stockholders or from the conversion of Preferred Stock. However, the Company will receive proceeds of $1.50 per
share upon the exercise of any Investor Warrants or Agent Warrants. The Companys Form S-1 registration statement became
effective on August 10, 2015. On August 11, 2015, the Selling Stockholders
converted an aggregate of 375 convertible preferred stock into 300,000 shares of common stock that were issued by the Company to
the Selling Stockholders. |
