SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
MAY 3, 2001
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(Date of Report)
ENTROPIN, INC.
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(Exact Name of Registrant as specified in its charter)
Colorado 33-23693 84-1090424
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
45926 OASIS STREET, INDIO, CALIFORNIA 92201
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(Address of principal executive offices including zip code)
(760) 775-8333
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(Registrant's telephone number including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
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Entropin, Inc. ("Entropin") issued the following press release on
April 26, 2001:
NEWS RELEASE
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ENTROPIN REPORTS NOTIFICATION FROM NASDAQ
INDIO, Calif., April 26, 2001 /PRNewswire/ -- Entropin, Inc. (Nasdaq: ETOP
- - news, ETOPW - news), today reported it has been notified by NASDAQ that
as a result of the delayed filing of its Form 10-KSB, the fifth character
"E" will be appended to its trading symbol(s). Accordingly, the trading
symbol for the company's common stock will be changed from ETOP to ETOPE
and the trading symbol for the company's warrants will be changed from
ETOPW to ETOWE today.
The company continues to meet NASDAQ financial criteria with assets of
$12.4 million and net worth of $7.8 million at December 31, 2000. The
estimated timing for filing Form 10-KSB has not changed. The company
expects to complete its review and file its report with the SEC no later
than May 15, 2001. In accordance with NASDAQ Marketplace Rules, the
company will file its Form 10-KSB in sufficient time to retain NASDAQ
listing.
As previously reported on April 16, 2001, "the company has temporarily
delayed filing its Form 10-KSB for the year ended December 31, 2000 to
allow time to consider the valuation methodology used to record
compensation expense associated with stock options granted in exchange for
services. The adjustments being evaluated are non-cash accounting charges
that have no impact on on-going operating activities and do not effect the
company's cash position. The company expects to complete its review and
file its Form 10-KSB within the next 30 days."
Entropin, Inc. is a pharmaceutical research and development company focused
on the development of a novel topical therapeutic called Esterom(R) as a
treatment for impaired range of motion associated with acute painful
shoulder and acute lower back sprain. The company recently completed a
Phase III trial of Esterom(R) in patients with impaired shoulder function,
and plans to initiate its next study in the third quarter of 2001.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995: This release includes forward-looking statements that reflect
Entropin's current views with respect to future events and financial
performance. The words "believe," "expect,'' "anticipate'' and similar
expressions identify forward-looking statements. Investors should not rely
on forward-looking statements because they are subject to a variety of
risks, uncertainties, and other factors that could cause actual results to
differ materially from those expressed in any such forward-looking
statements. These factors include, but are not limited to: (1) the ability
to successfully complete development and commercialization of products,
including the cost, scope and results of preclinical and clinical testing;
(2) the ability to successfully complete product research and further
development, including animal, pre-clinical and clinical studies; (3) the
time, cost and uncertainty of obtaining regulatory approvals; (4) the
ability to obtain substantial additional funding; (5) the ability to
develop and commercialize products before competitors; and (6) other
factors detailed from time to time in filings with the Securities and
Exchange Commission.
[Condensed financial statements follow.]
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ENTROPIN, INC.
(A development stage company)
CONDENSED BALANCE SHEETS
(Unaudited)
December 31, December 31,
2000 1999
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ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 6,018,187 $ 2,260,526
Short-term investments 5,821,069 -
Other current assets 231,639 -
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Total current assets 12,070,895 2,260,526
OTHER ASSETS 335,096 564,699
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$12,405,991 $ 2,825,225
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ 271,035 $ 322,805
LONG-TERM LIABILITIES AND REDEEMABLE PFD STOCK 4,328,464 4,487,733
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock 9,688 7,382
Additional paid-in capital 27,145,878 13,866,412
Deficit accumulated during the development stage (18,522,851) (12,640,814)
Unearned stock compensation (826,223) (3,218,293)
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Total stockholders' equity (deficit) 7,806,492 (1,985,313)
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$12,405,991 $ 2,825,225
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ENTROPIN, INC.
(A development stage company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the years ended
December 31,
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2000 1999
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EXPENSES
Research and development $ 2,844,118 $ 1,743,837
General and administrative 3,614,107 3,258,651
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Total expenses 6,458,225 5,002,488
OTHER INCOME-NET 688,938 63,226
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NET LOSS (5,769,287) (4,939,262)
ACCRUED DIVIDENDS - SERIES B PFD STOCK (104,625) (119,300)
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NET LOSS APPLICABLE TO COMMON STOCKHOLDERS $(5,873,912) $(5,058,562)
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Basic and diluted net loss per common share $ (0.64) $ (0.75)
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Shares used in computing basic and diluted net
loss per common share 9,134,000 6,749,000
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SIGNATURES
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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.
Date: May 3, 2001 ENTROPIN, INC.
By /s/ Thomas G. Tachovsky
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Thomas G. Tachovsky
President and Chief Executive Officer
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