UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended September 30, 2008
or
[ ] 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 000-53486
ENOX BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Nevada 26-0477124
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
27 Havradim St.
Yehud-Monosson 56275, Israel
(Address of principal executive offices)(Zip code)
Tel: + 972 (54) 5724643
Fax: +1 (888) 224-7259
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address, and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed 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
requirements for the past 90 days. Yes [ ] No [X]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The issuer has 11,056,560 shares of common stock outstanding as of December 11,
2008.
TABLE OF CONTENTS
Page
----
PART I. Financial Information:
Item 1. Financial Statements 3
Balance Sheets as of September 30, 2008 and December 31, 2007 3
Statements of Operations for the Three Months and Nine Months
Ended September 30, 2008 and 2007, and Cumulative from Inception 4
Statements of Stockholders' Equity for the Period from Inception
through September 30, 2008 5
Statements of Cash Flows for the Nine Months Ended
September 30, 2008 and 2007, and Cumulative from Inception 6
Notes to Financial Statements September 30, 2008 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4/4T. Controls and Procedures 17
PART II. Other Information:
Item 1. Legal Proceedings 17
Item 1A. Risk Factors 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 5. Other Information 18
Item 6. Exhibits 18
Signatures 19
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
September 30, December 31,
2008 2007
--------- ---------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS:
Cash in bank $ 105,057 $ 143,399
Prepaid expenses 14,000 --
--------- ---------
Total current assets 119,057 143,399
OTHER ASSETS:
Patent pending 7,800 --
Property and equipment, net 1,868 1,432
--------- ---------
Total other assets 9,668 1,432
--------- ---------
TOTAL ASSETS $ 128,725 $ 144,831
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 10,872 $ --
--------- ---------
Total current liabilities 10,872 --
Loans from related parties - directors and stockholders -- 100
--------- ---------
TOTAL LIABILITIES 10,872 100
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred Stock, par value $0.0001per share,
50,000,000 shares authorized, none outstanding -- --
Common stock, par value $0.0001 per share, 100,000,000 shares
authorized; 11,056,560 and 10,569,227 shares issued
and outstanding, respectively 1,106 1,057
Warrants 212,632 152,769
Additional paid-in capital 152,828 81,740
(Deficit) accumulated during the development stage (248,713) (90,835)
--------- ---------
Total stockholders' equity 117,853 144,731
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 128,725 $ 144,831
========= =========
The accompanying notes to financial statements are
an integral part of these financial statements.
3
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007,
AND CUMULATIVE FROM INCEPTION (JUNE 28, 2007) THROUGH SEPTEMBER 30, 2008
(Unaudited)
Three Months Three Months Nine Months Period Cumulative
Ended Ended Ended Ended From Inception
September 30, September 30, September 30, September 30, (June 28,
2008 2007 2008 2007 2007)
----------- ----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUES $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- -----------
EXPENSES:
Depreciation and amortization 226 -- 677 -- 1,383
General and administrative 12,190 2,672 25,108 2,672 29,703
Professional fees 15,500 1,000 20,638 1,000 38,498 *
Organization costs -- -- -- 683 683
Research and development 31,500 24,500 111,455 24,500 178,455 *
----------- ----------- ----------- ----------- -----------
Total general and administrative expenses 59,416 28,172 157,878 28,855 248,722
----------- ----------- ----------- ----------- -----------
(LOSS) FROM OPERATIONS (59,416) (28,172) (157,878) (28,855) (248,722)
OTHER INCOME (EXPENSE)
Interest income -- -- -- -- 9
----------- ----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES (59,416) (28,172) (157,878) (28,855) (248,713)
PROVISION FOR INCOME TAXES -- -- -- -- --
----------- ----------- ----------- ----------- -----------
NET (LOSS) $ (59,416) $ (28,172) $ (157,878) $ (28,855) $ (248,713)
=========== =========== =========== =========== ===========
(LOSS) PER COMMON SHARE:
(Loss) per common share -
Basic and Diluted $ (0.01) $ (0.00) $ (0.01) $ (0.00)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED 10,972,173 6,750,000 10,704,523 6,750,000
=========== =========== =========== ===========
- ----------
* Reclassified, see note 11
The accompanying notes to financial statements are
an integral part of these statements.
4
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(Deficit)
Accumulated
Common Stock Additional During the
------------------- Paid-in Development
Shares Amount Capital Warrants Stage Totals
------ ------ ------- -------- ----- ------
BALANCE - JUNE 28, 2007 -- $ -- $ -- $ -- $ -- $ --
Common stock issued for cash 6,750,000 675 8 -- -- 683
Common stock and warrants issued for
cash 3,819,227 382 81,732 152,769 -- 234,883
Net (loss) for the period -- -- -- -- (90,835) (90,835)
---------- ------- --------- --------- ---------- ---------
BALANCE - DECEMBER 31, 2007 (AUDITED) 10,569,227 $ 1,057 $ 81,740 $ 152,769 $ (90,835) $ 144,731
Common stock and warrants issued for
cash 487,333 49 71,088 59,863 -- 131,000
Net (loss) for the period -- -- -- -- (157,878) (157,878)
---------- ------- --------- --------- ---------- ---------
BALANCE - SEPTEMBER 30, 2008
(UNAUDITED) 11,056,560 $ 1,106 $ 152,828 $ 212,632 $ (248,713) $ 117,853
========== ======= ========= ========= ========== =========
The accompanying notes to financial statements are
an integral part of these statements
5
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007,
AND CUMULATIVE FROM INCEPTION (JUNE 28, 2007)
THROUGH SEPTEMBER 30, 2008
(UNAUDITED)
Nine Months Period Cumulative
Ended Ended From Inception
September 30, September 30, (June 28,
2008 2007 2007)
--------- --------- ---------
(Unaudited) (Unaudited) (Unaudited)
OPERATING ACTIVITIES:
Net (loss) $(157,878) $ (28,855) $(248,713)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Depreciation and amortization 677 -- 1,383
Changes in net assets and liabilities-
Prepaid expenses (14,000) -- (14,000)
Accounts payable and accrued liabilites 10,871 -- 10,871
--------- --------- ---------
NET CASH USED IN OPERATING ACTIVITIES (160,330) (28,855) (250,459)
--------- --------- ---------
INVESTING ACTIVITIES:
Patent pending costs (7,800) -- (7,800)
Purchase of property and equipment (1,112) (1,678) (3,250)
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES (8,912) (1,678) (11,050)
--------- --------- ---------
FINANCING ACTIVITIES:
Issuance of common stock and warrants 131,000 683 366,566
Stock subscribed -- 128,627 --
Loans from related parties - directors and stockholders (100) 100 --
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 130,900 129,410 366,566
--------- --------- ---------
NET (DECREASE) INCREASE IN CASH (38,342) 98,877 105,057
CASH - BEGINNING OF PERIOD 143,399 -- --
--------- --------- ---------
CASH - END OF PERIOD $ 105,057 $ 98,877 $ 105,057
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ -- $ -- $ --
========= ========= =========
Income taxes $ -- $ -- $ --
========= ========= =========
The accompanying notes to financial statements are
an integral part of these statements.
6
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 2008
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND ORGANIZATION
Enox Biopharma, Inc. (the "Company" or "Enox") was incorporated under the laws
of the State of Nevada on June 28, 2007. The business plan of the Company is to
develop a unique treatment for acute ear infections in children. The Company has
identified a medical device with unique drug-eluting technology suitable for the
treatment of acute and antibiotic-resistant ear infections in children, and has
filed one United States provisional patent application and one United States
utility patent application to protect the Company's technology. The accompanying
financial statements of the Company were prepared from the accounts of the
Company under the accrual basis of accounting.
On October 27, 2008, the Company filed a Registration Statement on Form S-1
(File No. 333-154763) (the "Registration Statement") with the United States
Securities and Exchange Commission (the "SEC") to register for resale by certain
selling stockholders named therein up to 4,306,560 of its outstanding shares of
common stock and up to 4,793,893 shares of common stock issuable upon exercise
of warrants such selling stockholders own. The Company will not receive any of
the proceeds from the sale of such shares by the selling stockholders, although
the Company may receive proceeds of up to $1,123,312 if all of the warrants are
exercised. The Registration Statement was declared effective by the SEC on
October 31, 2008.
CASH AND CASH EQUIVALENTS
For purposes of reporting within the statement of cash flows, the Company
considers all cash on hand, cash accounts not subject to withdrawal restrictions
or penalties, and all highly liquid debt instruments purchased with a maturity
of three months or less to be cash and cash equivalents.
REVENUE RECOGNITION
The Company is in the development stage and has yet to realize revenues from
planned operations. It plans to realize revenues from licensing, selling,
research and development, and royalty activities. Revenues will be recognized by
major categories under the following policies:
1. For licensing activities, revenue from such agreements will be
realized over the term and under the conditions of each license once
all contract conditions have been met. Payments for licensing fees are
generally received at the time the license agreements are executed,
unless other terms for delayed payment are documented and agreed to
between the parties.
2. For research and development activities, revenues from such agreements
will be realized as contracted services are performed or when
milestones are achieved, in accordance with the terms of each
agreement. Advance payments for the use of technology for which
further services are to be provided, or fees received on the signing
of research agreements, are recognized over the period of performance
of the related activities. Amounts received in advance of recognition
will be considered as deferred revenues by the Company.
3. For royalty activities, revenues will be realized once performance
requirements of the Company have been completed and collection is
reasonably assured.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates the recoverability of long-lived assets and the related
estimated remaining lives at each balance sheet date. The Company records an
impairment or change in useful life whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable or the useful life has
changed. For the period ended September 30, 2008, no events or circumstances
occurred for which an evaluation of the recoverability of long-lived assets was
required.
7
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 2008
LOSS PER COMMON SHARE
Basic loss per share is computed by dividing the net loss attributable to the
common stockholders by the weighted average number of shares of common stock
outstanding during the period. Diluted loss per share is computed similar to
basic loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive.
INCOME TAXES
The Company accounts for income taxes pursuant to SFAS No. 109, "Accounting for
Income Taxes" ("SFAS No. 109"). Under SFAS No. 109, deferred tax assets and
liabilities are determined based on temporary differences between the basis of
certain assets and liabilities for income tax and financial reporting purposes.
The deferred tax assets and liabilities are classified according to the
financial statement classification of the assets and liabilities generating the
differences.
The Company maintains a valuation allowance with respect to deferred tax assets.
The Company establishes a valuation allowance based upon the potential
likelihood of realizing the deferred tax asset and taking into consideration the
Company's financial position and results of operations for the current period.
Future realization of the deferred tax benefit depends on the existence of
sufficient taxable income within the carryforward period under the Federal tax
laws.
Changes in circumstances, such as the Company generating taxable income, could
cause a change in judgment about the realizability of the related deferred tax
asset. Any change in the valuation allowance will be included in income in the
year of the change in estimate.
PATENT AND INTELLECTUAL PROPERTY
The Company capitalizes the costs associated with obtaining a patent or other
intellectual property associated with its intended business plan. Such costs are
amortized over the estimated useful lives of the related assets.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company estimates the fair value of financial instruments using the
available market information and valuation methods. Considerable judgment is
required in estimating fair value. Accordingly, the estimates of fair value may
not be indicative of the amounts the Company could realize in a current market
exchange. As of September 30, 2008, the carrying value of the Company's
financial instruments approximated fair value due to their short-term nature and
maturity.
ESTIMATES
The financial statements are prepared on the basis of accounting principles
generally accepted in the United States of America. 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 as of September 30, 2008, and revenues and expenses for
the periods ended September 30, 2008 and 2007, and cumulative from inception.
Actual results could differ from those estimates made by management.
(2) GOING CONCERN
The Company is currently in the development stage. While management of the
Company believes that the Company will be successful in its planned operating
activities, there can be no assurance that the Company will be successful in the
development of a product and sale of its planned product, technology, or
services that will generate sufficient revenues to sustain the operations of the
Company. The Company also intends to conduct additional capital formation
activities through the issuance of its common stock and to commence operations.
The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has
incurred an operating loss since inception and the cash resources of the Company
were insufficient to meet its planned business objectives. These and other
8
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 2008
factors raise substantial doubt about the Company's ability to continue as a
going concern. The accompanying financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going
concern.
(3) PATENT PENDING
On April 9, 2008, the Company filed a provisional patent application with the
U.S. Patent Office. The historical cost of filing for the provisional patent has
been capitalized by the Company, and amounted to $7,800 as of September 30,
2008. The provisional patent automatically expires twelve months after the day
of filing. If the Company files a non-provisional patent and the patent is
granted to the Company, the historical cost of the patent will be amortized over
its useful life, which is estimated to be 20 years.
The Company filed a US utility patent on September 19, 2008 with respect to the
provisional patent #60/974,228 (2007).
(4) PROPERTY AND EQUIPMENT
Property and equipment is comprised of the following as of September 30, 2008:
Cost:
Office and computer equipment $3,250
Less: Accumulated depreciation and amortization 1,382
------
Property and Equipment, net $1,868
======
The Company depreciates all of its property and equipment on a straight line
basis over 3 years.
(5) COMMON STOCK
On June 28, 2007 (inception), the Company issued 6,750,000 shares of its common
stock for cash of $683, of which 6,350,000 shares were issued to directors of
the Company.
On December 28, 2007, the Company sold an aggregate of 3,819,227 units of the
Company's securities, at a price of $0.0615 per unit for aggregate gross
proceeds of approximately $234,883. Each unit consisted of one share of the
Company's common stock, and one warrant, entitling the holder thereof to
purchase one share of the Company's common stock at an exercise price of $0.20
per share for a period of two years from the date the unit was purchased, or
until December 28, 2009.
On July 15, 2008, the Company sold 304,000 units of its securities for aggregate
gross proceeds of approximately $76,000. Each unit consisted of one share of
common stock and two warrants. One warrant entitles the holder thereof to
purchase one share of the Company's common stock at an exercise price of $0.30
per share, expiring one year from the date of purchase. The second warrant
entitles the holder thereof to purchase one share of common stock at an exercise
price of $0.40 per share, expiring two years from the date of purchase. The
consideration was allocated to the shares and warrants issued based upon the
relative fair value.
On July 20, 2008, the Company sold 183,333 units of its securities for aggregate
gross proceeds of approximately $55,000. Each unit consisted of one share of
common stock and two warrants. One warrant entitles the holder thereof to
purchase one share of the Company's common stock at an exercise price of $0.35
per share, expiring one year from the date of purchase. The second warrant
entitles the holder thereof to purchase one share of common stock at an exercise
price of $0.45 per share, expiring two years from the date of purchase. The
consideration was allocated to the shares and warrants issued based upon the
relative fair value.
On October 27, 2008, the Company filed a Registration Statement on Form S-1
(File No. 333-154763) (the "Registration Statement") with the SEC to register
for resale by certain selling stockholders named therein up to 4,306,560 of its
9
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 2008
outstanding shares of common stock and up to 4,793,893 shares of common stock
issuable upon exercise of warrants such selling stockholders own. The Company
will not receive any of the proceeds from the sale of such shares by the selling
stockholders, although the Company may receive proceeds of up to $1,123,312 if
all of the warrants are exercised. The Registration Statement was declared
effective by the SEC on October 31, 2008.
(6) STOCK PURCHASE WARRANTS
On December 28, 2007, the Company sold an aggregate of 3,819,227 units of the
Company's securities, at a price of $0.0615 per unit for aggregate gross
proceeds of approximately $234,883. Each unit consisted of one share of the
Company's common stock, and one warrant, entitling the holder thereof to
purchase one share of the Company's common stock at an exercise price of $0.20
per share for a period of two years from the date the unit was purchased, or
until December 28, 2009. The value allocated to the warrants was estimated using
the Black-Scholes option pricing model with the following assumptions: dividend
yield of 0%, expected volatility of 916%, and risk-free interest rate of 3.94%.
On July 15, 2008, the Company sold 304,000 units of its securities for aggregate
gross proceeds of approximately $76,000. Each unit consisted of one share of
common stock and two warrants. One warrant entitles the holder thereof to
purchase one share of the Company's common stock at an exercise price of $0.30
per share, expiring one year from the date of purchase. The second warrant
entitles the holder thereof to purchase one share of common stock at an exercise
price of $0.40 per share, expiring two years from the date of purchase. The
value allocated to the warrants was estimated using the Black-Scholes option
pricing model with the following assumptions: dividend yield of 0%, expected
volatility of 648%, and risk-free interest rate of 3.94%.
On July 20, 2008, the Company sold 183,333 units of its securities for aggregate
gross proceeds of approximately $55,000. Each unit consisted of one share of
common stock and two warrants. One warrant entitles the holder thereof to
purchase one share of the Company's common stock at an exercise price of $0.35
per share, expiring one year from the date of purchase. The second warrant
entitles the holder thereof to purchase one share of common stock at an exercise
price of $0.45 per share, expiring two years from the date of purchase. The
value allocated to the warrants was estimated using the Black-Scholes option
pricing model with the following assumptions: dividend yield of 0%, expected
volatility of 648%, and risk-free interest rate of 3.94%.
A summary of the Company's outstanding stock purchase warrants as of September
30, 2008 is presented below:
Exercise price
Warrants per share Remaining contractual life
-------- --------- --------------------------
3,819,227 $0.20 1.25 years
304,000 $0.30 10 months
304,000 $0.40 1 year, 10 months
183,333 $0.35 10 months
183,333 $0.45 1 year, 10 months
---------
4,793.893
=========
(7) INCOME TAXES
The provisions (benefit) for income taxes for the period ended September 30,
2008 and December 31, 2007 were as follows (using a 23% effective Federal and
state income tax rate):
10
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 2008
2008 2007
-------- --------
Current Tax Provision:
Federal-
Taxable income $ -- $ --
-------- --------
Total current tax provision $ -- $ --
======== ========
Deferred Tax Provision:
Federal-
Loss carryforwards $ 36,312 $ 20,892
Change in valuation allowance (36,312) (20,892)
-------- --------
Total deferred tax provision $ -- $ --
======== ========
The Company had deferred income tax assets as of September 30, 2008 and December
31, 2007, as follows:
2008 2007
-------- --------
Loss carryforwards $ 57,204 $ 20,892
Less - Valuation allowance (57,204) (20,892)
-------- --------
Total net deferred tax assets $ -- $ --
======== ========
As of September 30, 2008, the Company had net operating loss carryforwards for
income tax reporting purposes of approximately $248,713 that may be offset
against future taxable income. The net operating loss carryforwards expire in
the year 2028. Current tax laws limit the amount of loss available to be offset
against future taxable income when a substantial change in ownership or a change
in the nature of the business occurs. Therefore, the amount available to offset
future taxable income may be limited. No tax benefit has been reported in the
financial statements for the realization of loss carryforwards, as the Company
believes there is high probability that the carryforwards will not be utilized
in the foreseeable future. Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same amount.
(8) RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. The Company's
President provides office space free of charge. The officers and directors of
the Company are involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.
On June 28, 2007 (inception), the Company issued 6,350,000 shares of its common
stock to its directors for cash of $635.
Since June 28, 2007 (inception) to September 30, 2008, the Company paid $48,303
to its President and Director, Prof. Yossef Av-Gay, for services as an
independent contractor pursuant to the terms of the Consulting Agreement dated
September 1, 2007 which the Company entered into with Prof. Yossef Av-Gay.
Since June 28, 2007 (inception) to September 30, 2008, the Company paid to its
director, Dr. David Greenberg, $14,000 for services as an independent contractor
pursuant to the terms of the Consulting Agreement dated August 1, 2007 which
into with Dr. Greenberg.
11
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 2008
(9) COMMITMENTS
On August 1, 2008, the Company extended a consulting agreement dated August 1,
2007 with Dr. David Greenberg, one of the Company's directors, for an extended
term of twelve months, pursuant to which the consultant agreed to provide the
Company with management consulting services, in exchange for payment of
consulting fees in the amount of $1,000 per month. The specific services to be
provided by the consultant include speaking on the Company's behalf to potential
investors, collaborators, and partners.
On September 1, 2008, the Company extended a consulting agreement dated
September 1, 2007 with 0794658 B.C Ltd., a company owned by Prof. Av-Gay, the
Company's President, CEO and director, which had an initial term of twelve
months, pursuant to which the consultant agreed to provide the Company with
management consulting services, in exchange for payment by the Company of
consulting fees in the amount of $3,000 per month. The specific services to be
provided by the consultant include: managing the Company's activities and
operations, providing microbiology and biochemistry expertise, speaking on the
Company's behalf to potential investors, collaborators, and partners, and filing
patents with the US Patent and Trademark Office. Upon expiration of the initial
term, the consulting agreement was automatically renewed, and will continue to
be automatically renewable for additional successive 90-day periods each unless
notice of non-renewal by either party is given pursuant to the terms of the
agreement.
On April 1, 2008, the Company entered into a sponsored research agreement with
Boston Medical Center for an initial term of nine months, pursuant to which the
Boston Medical Center agreed to provide the Company with a research program in
connection with the Company's product development. Under the Agreement, the
Company agreed to pay to Boston Medical Center $66,658 for the term of the
research program.
On September 15, 2008, the Company extended and amended the service agreement
dated September 15, 2007 with the University of British Columbia, for a term of
one year, pursuant to which the University of British Columbia agreed to provide
the Company with research services in connection with the Company's product
development. Under the agreement, the Company agreed to pay to University of
British Columbia $50,000 for the term of the agreement.
On September 1, 2008, the Company extended a consulting agreement dated
September 1, 2007 with NRD Solutions, for an additional term of twelve months,
for a fee of $12,000, pursuant to which the consultant agreed to provide the
Company with an evaluation of the Company's tympanostomy tube device, provide an
expert opinion on the company devices and technologies, and speak on the
Company's behalf to potential investors, collaborators and partners.
On January 7, 2008, the Company entered into a Transfer Agent Agreement with
Holladay Stock Transfer ("Holladay Stock Transfer"). Holladay Stock Transfer
will act as the Company's transfer agent and registrar. Under the Agreement, the
Company agreed to pay to Holladay Stock Transfer an initial setup fee of $450
and a minimum annual fee amounting to $400 plus transaction fees.
(10) RECENT ACCOUNTING PRONOUNCEMENTS
In February 2007, the FASB issued SFAS No. 159, "THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND LIABILITIES" ("SFAS No. 159"), which permits entities to
measure many financial instruments and certain other items at fair value that
are not currently required to be measured at fair value. An entity would report
unrealized gains and losses on items for which the fair value option had been
elected in earnings at each subsequent reporting date. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The decision about whether to elect the fair value option is applied
instrument by instrument, with a few exceptions; the decision is irrevocable;
and it is applied only to entire instruments and not to portions of instruments.
The statement requires disclosures that facilitate comparisons (a) between
entities that choose different measurement attributes for similar assets and
liabilities; and (b) between assets and liabilities in the financial statements
of an entity that selects different measurement attributes for similar assets
and liabilities. SFAS No. 159 is effective for financial statements issued for
fiscal years beginning after November 15, 2007. Early adoption is permitted as
of the beginning of a fiscal year provided the entity also elects to apply the
provisions of SFAS No. 157. Upon implementation, an entity shall report the
effect of the first re-measurement to fair value as a cumulative-effect
adjustment to the opening balance of retained earnings. Since the provisions of
SFAS No. 159 are applied prospectively, any potential impact will depend on the
12
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 2008
instruments selected for fair value measurement at the time of implementation.
The Company's management is of the opinion that the adoption of this new
pronouncement will not have an impact on its financial statements.
In December 2007, the FASB issued SFAS No. 160, "NONCONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS - AN AMENDMENT OF ARB NO. 51" ("SFAS No.
160"), which establishes accounting and reporting standards to improve the
relevance, comparability, and transparency of financial information in
consolidated financial statements. This is accomplished by requiring all
entities, except not-for-profit organizations, that prepare consolidated
financial statements to (a) clearly identify, label, and present ownership
interests in subsidiaries held by parties other than the parent in the
consolidated statement of financial position within equity, but separate from
the parent's equity; (b) clearly identify and present both the parent's and the
noncontrolling's interest attributable consolidated net income on the face of
the consolidated statement of income; (c) consistently account for changes in
parent's ownership interest while the parent retains its controlling financial
interest in subsidiary, and to similarly account for similar transactions; (d)
measure any gain, loss, or retained noncontrolling equity at fair value after a
subsidiary is deconsolidated; and (e) provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the noncontrolling owners. This statement also clarifies that a
noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal years and interim
periods on or after December 15, 2008. The Company's management does not expect
the adoption of this pronouncement to have a material impact on its financial
statements.
In March 2008, the FASB issued FASB Statement No. 161, "DISCLOSURES ABOUT
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - AN AMENDMENT OF FASB STATEMENT
133" ("SFAS No. 161"). SFAS No. 161 enhances required disclosures regarding
derivatives and hedging activities, including enhanced disclosures regarding
how: (a) an entity uses derivative instruments; (b) derivative instruments and
related hedged items are accounted for under SFAS No. 133, "ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES"; and (c) derivative instruments
and related hedged items affect an entity's financial position, financial
performance, and cash flows. Specifically, SFAS No. 161 requires all of the
following:
* Disclosure of the objectives for using derivative instruments be
disclosed in terms of underlying risk and accounting designation;
* Disclosure of the fair values of derivative instruments and their
gains and losses in a tabular format;
* Disclosure of information about credit-risk-related contingent
features; and
* Cross-reference from the derivative footnote to other footnotes in
which derivative-related information is disclosed.
SFAS No. 161 is effective for fiscal years and interim periods beginning after
November 15, 2008. Earlier application is encouraged. The Company's management
does not expect the adoption of this pronouncement to have a material impact on
its financial statements.
On May 9, 2008, the FASB issued FASB Statement No. 162, "THE HIERARCHY OF
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" ("SFAS No. 162"). SFAS No. 162 is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles ("GAAP") for nongovernmental entities.
Prior to the issuance of SFAS No. 162, GAAP hierarchy was defined in the
American Institute of Certified Public Accountants ("AICPA") Statement on
Auditing Standards ("SAS") No. 69, "THE MEANING OF PRESENT FAIRLY IN CONFORMITY
WITH GENERALLY ACCEPT ACCOUNTING PRINCIPLES." SAS No. 69 has been criticized
because it is directed to the auditor rather than to the entity. SFAS No. 162
addresses these issues by establishing that the GAAP hierarchy should be
directed to entities because it is the entity (not the auditor) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP.
The sources of accounting principles that are generally accepted are categorized
in descending order as follows:
a) FASB Statements of Financial Accounting Standards and Interpretations,
FASB Statement 133 Implementation Issues, FASB Staff Positions, and
American Institute of Certified Public Accountants (AICPA) Accounting
Research Bulletins and Accounting Principles Board Opinions that are
not superseded by actions of the FASB.
13
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
September 30, 2008
b) FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry
Audit and Accounting Guides and Statements of Position.
c) AICPA Accounting Standards Executive Committee Practice Bulletins that
have been cleared by the FASB, consensus positions of the FASB
Emerging Issues Task Force (EITF), and the Topics discussed in
Appendix D of EITF Abstracts (EITF D-Topics).
d) Implementation guides (Q&As) published by the FASB staff, AICPA
Accounting Interpretations, AICPA Industry Audit and Accounting Guides
and Statements of Position not cleared by the FASB, and practices that
are widely recognized and prevalent either generally or in the
industry.
SFAS No. 162 becomes effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendment to its authoritative
literature. It is only effective for nongovernmental entities; therefore, the
GAAP hierarchy will remain in SAS 69 for state and local governmental entities
and federal governmental entities. The Company's management does not expect the
adoption of this pronouncement to have a material impact on its financial
statements.
On May 26, 2008, the FASB issued FASB Statement No. 163, "ACCOUNTING FOR
FINANCIAL GUARANTEE INSURANCE CONTRACTS" ("SFAS No. 163"). SFAS No. 163
clarifies how FASB Statement No. 60, "ACCOUNTING AND REPORTING BY INSURANCE
ENTERPRISES" ("SFAS No. 60"), applies to financial guarantee insurance contracts
issued by insurance enterprises, including the recognition and measurement of
premium revenue and claim liabilities. It also requires expanded disclosures
about financial guarantee insurance contracts.
The accounting and disclosure requirements of SFAS No. 163 are intended to
improve the comparability and quality of information provided to users of
financial statements by creating consistency. Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, "ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES." That
diversity results in inconsistencies in the recognition and measurement of claim
liabilities because of differing views about when a loss has been incurred under
FASB Statement No. 5, "ACCOUNTING FOR CONTINGENCIES" ("SFAS No. 5"). SFAS No.
163 requires that an insurance enterprise recognize a claim liability prior to
an event of default when there is evidence that credit deterioration has
occurred in an insured financial obligation. It also requires disclosure about
(a) the risk-management activities used by an insurance enterprise to evaluate
credit deterioration in its insured financial obligations; and (b) the insurance
enterprise's surveillance or watch list.
SFAS No. 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and all interim periods within those fiscal
years, except for disclosures about the insurance enterprise's risk-management
activities. Disclosures about the insurance enterprise's risk-management
activities are effective the first period beginning after issuance of SFAS No.
163. Except for those disclosures, earlier application is not permitted. The
Company's management does not expect the adoption of this pronouncement to have
a material impact on its financial statements.
(11) RECLASSIFICATIONS
Certain reclassifications have been made to the cumulative from inception
financial information to conform to the 2008 presentation. These
reclassifications include a reclassification of $67,000 to research and
development that were previously reported as consulting fees at December 31,
2007.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This quarterly report on Form 10-Q contains certain forward-looking statements.
Forward-looking statements may include our statements regarding our goals,
beliefs, strategies, objectives, plans, including product and service
developments, future financial conditions, results or projections or current
expectations. In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue," the negative of
such terms, or other comparable terminology. Such forward-looking statements
appear in this Item 2 - "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and include statements regarding our
expectations regarding our short - and long-term capital requirements and our
business plan and estimated expenses for the coming 12 months. These statements
are subject to known and unknown risks, uncertainties, assumptions and other
factors that may cause actual results to be materially different from those
contemplated by the forward-looking statements. The business and operations of
Enox Biopharma, Inc. are subject to substantial risks, which increase the
uncertainty inherent in the forward-looking statements contained in this report.
We undertake no obligation to release publicly the result of any revision to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Further information on potential factors that could affect
our business is described under the heading "Risks Related To Our Business,
Strategy, And Industry" in "Risk Factors" in our registration statement on Form
S-1 (File no. 333-154763), which was declared effective on October 31, 2008.
Readers are also urged to carefully review and consider the various disclosures
we have made in this report.
OVERVIEW
Enox Biopharma, Inc. (referred to in this Quarterly Report as "Enox", "us", "we"
and "our") was incorporated on June 28, 2007 in the State of Nevada. We are a
development stage medical device company, and to date have not earned any
revenue and currently do not have any significant assets. Our corporate offices
are located at 27 Havradim St., Yehud-Monosson, 56275, Israel. Our telephone
number is + 972 (54) 5724643 and our fax number is (888) 224-7259. We do not
have any subsidiaries. We have a website at www.enoxbiopharma.com, however, the
information contained on our website does not form part of this quarterly
report.
We are developing a unique drug eluting technology for preventing microbial
infections. We utilize non-antibiotic compounds that kill a wide range of
pathogens, including bacteria, viruses and fungi. In light of increasing
difficulties in treating multi-drug resistant infections, we believe that our
technology offers innovative solutions that avoid antibiotic resistance concerns
while preventing infections in out- patient and in-patient environments. The
Enox technology platform is being integrated with a number of medical devices
that are used for different clinical indications.
Our technology and intellectual property is currently secured by one US
provisional application and one US utility patent application which we filed
with the US Patent and Trademark Office.
During the third quarter of 2008 we have completed the studies required for
completion of our ear tubes patent. We have designed a method for production of
ear tubes which are capable of preventing biofilm formation. We performed in
vitro efficacy studies which, we believe, demonstrates that Enox's tubes are
more effective in terms of prevention of bacterial colonization compared to
commercially available tubes. The data from this set of experiments were
incorporated into our US utility patent that was filed on September 19, 2008
with respect to provisional patent #60/974,228 (2007).
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2007
During the three months ended September 30, 2008, we incurred operating expenses
of $59,416, an increase of $31,244 or approximately 111% from the period ended
September 30, 2007. Operating expenses increased during the period ended
September 30, 2008 from the comparative period due to an overall increase in our
activity and increased expenses as a result of being a reporting company.
Significant elements include:
* research and development costs of $31,500, which increased from
$24,500 during the same period in the prior fiscal year, an increase
of approximately 29%, due to an overall increase in consulting fees;
15
* $15,500 in professional fees related to accounting, consulting and
legal services, which increased by $14,500, from $1,000 as a result of
activities related to becoming a reporting company with the SEC;
* general and administrative fees of $12,190, which is an increase of
356% from $2,672 during the quarter ended September 30, 2007; and
* depreciation and amortization expenses of $226 during the period ended
September 30, 2008, which increased from $0 during the quarter ended
September 30, 2007, relating to computer equipment that was purchased
subsequent to the period ended September 30, 2007.
NET LOSS
We incurred a net loss of $59,416 for the three months ended September 30, 2008,
compared to a net loss of $28,172 for the three months ended September 30, 2007.
NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THE PERIOD OF INCEPTION THROUGH
SEPTEMBER 30, 2007
During the nine months ended September 30, 2008, we incurred operating expenses
of $157,878. As the Company was incorporated on June 28, 2007, there is no
comparable nine-month period in the prior fiscal year. However, the expenses
during the nine months ended September 30, 2008 represents a significant
increase from the expenses incurred during the period from inception to
September 30, 2007, which were $28,855. Expenses during the nine months ended
September 30, 2008 include $111,455 of research and development costs, $25,108
in general and administrative fees, $20,638 of professional fees related to
accounting, consulting and legal expenses, $677 of depreciation and amortization
expenses. These expenses increased overall during the nine months ended
September 30, 2008 from the period from inception through September 30, 2007 due
to an overall increase in our activity and increased expenses as a result of
being a reporting company.
NET LOSS
We incurred a net loss of $157,878 for the nine months ended September 30, 2008,
compared to a net loss of $28,855 for the period from June 28, 2007 (inception)
to September 30, 2007.
LIQUIDITY AND CAPITAL RESOURCES
To date, we have had negative cash flows from operations and we have been
dependent on sales of our equity securities to meet our cash requirements. We
expect this continue for the foreseeable future. We anticipate that we will have
negative cash flows from operations in the next twelve month period.
As of September 30, 2008, we had cash of $105,057, representing a net decrease
in cash of $38,342 since December 31, 2007.
Cash generated by financing activities during the nine months ended September
30, 2008 amounted to $130,900 resulting from the sale of units of shares of our
common stock and warrants in private placements during July 2008. Cash used in
operating activities amounted to $160,330 for the nine months ended September
30, 2008, represented by a net loss of $157,878 plus an increase in prepaid
expenses from December 2007 of $14,000, and offset by accounts payable and
accrued liabilities of $10,871 and depreciation and amortization of $677.
Because we have not generated any revenue from our business, we will need to
raise additional funds for the future development of our business and to respond
to unanticipated requirements or expenses. We believe our current cash balances
will be extinguished by the first quarter of 2009, provided we do not have any
unanticipated expenses. If we fail to generate sufficient net revenues, we will
need to raise additional capital to continue our operations thereafter. We do
not currently have any arrangements for financing and we can provide no
assurance to investors we will be able to find such financing. There can be no
assurance that additional financing will be available to us, or on terms that
are acceptable, if at all any shortfall will effect our ability to expand or
even continue our operations. Consequently, we may not be able to proceed with
our intended business plans or complete the development and commercialization of
our product.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
16
ITEM 4T. CONTROLS AND PROCEDURES
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), as of September 30, 2008, we have carried out
an evaluation of the effectiveness of the design and operation of our Company's
disclosure controls and procedures. This evaluation was carried out under the
supervision and with the participation of our Company's management, our
President (Principal Executive Officer) and Treasurer (Principal Accounting
Officer). Based upon the results of that evaluation, our management has
concluded that, as of September 30, 2008, our Company's disclosure controls and
procedures were effective and provide reasonable assurance that material
information related to our Company required to be disclosed in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms, and
that such information is accumulated and communicated to management to allow
timely decisions on required disclosure.
There were no changes in our internal control over financial reporting
identified in connection with the evaluation described above during the period
covered by this report that has materially affected or is reasonably likely to
materially affect our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
1) On July 15, 2008, the Company sold an aggregate of 304,000 units of the
Company's securities (the "July 15, 2008 Private Placement"), at a price of
$0.25 per unit for aggregate gross proceeds of $76,000. Each unit consisted of
(a) one share of the Company's common stock, and (b) two warrants, of which:
(i) one warrant entitles the holder thereof to purchase one share of the
Company's common stock at an exercise price of $0.30 per share for a
period of one year, or until July 15, 2009, and
(ii) one warrant entitles the holder thereof to purchase one share of the
Company's common stock at an exercise price of $0.40 per share for a
period of two years, or until July 15, 2010.
This was an offshore transaction pursuant to Rule 903 of Regulation S of the
Securities Act. The offering price for the offshore transactions was established
on an arbitrary basis. All of the purchasers were not U.S. persons, as the term
is defined under Regulation S, and the sales of the Company's units were made in
offshore transactions as the term is defined under Regulation S. No direct
selling efforts were made in the United States by the Company, any distributor,
any of the Company's respective affiliates, or any person acting on behalf of
any of the foregoing.
2) On July 20, 2008, the Company sold an aggregate of 183,333 units of the
Company's securities (the "July 20, 2008 Private Placement"), at a price of
$0.30 per unit for aggregate gross proceeds of $55,000. Each unit consisted of
(a) one share of the Company's common stock, and (b) two warrants, of which:
(i) one warrant entitles the holder thereof to purchase one share of the
Company's common stock at an exercise price of $0.35 per share for a
period of one year, or until July 20, 2009, and
(ii) one warrant entitles the holder thereof to purchase one share of the
Company's common stock at an exercise price of $0.45 per share for a
period of two years, or until July 20, 2010.
This was an offshore transaction pursuant to Rule 903 of Regulation S of the
Securities Act. The offering price for the offshore transactions was established
on an arbitrary basis. All of the purchasers were not U.S. persons, as the term
17
is defined under Regulation S, and the sales of the Company's units were made in
offshore transactions as the term is defined under Regulation S. No direct
selling efforts were made in the United States by the Company, any distributor,
any of the Company's respective affiliates, or any person acting on behalf of
any of the foregoing.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
Pursuant to Item 601 of Regulation S-K, the following exhibits are included
herein or incorporated by reference.
Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 of
Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).
3.2 Bylaws (incorporated by reference to Exhibit 3.2 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of Enox Biopharma, Inc.'s Registration Statement on Form
S-1 (File No. 333-154763)).
4.2 Form of Subscription Agreement related to the July 15, 2008 private
placement (incorporated by reference to Exhibit 4.3 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).
4.3 Form of Subscription Agreement related to the July 20, 2008 private
placement (incorporated by reference to Exhibit 4.4 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).
4.4 Specimen common stock purchase warrant issued in connection with the
July 15, 2008 private placement and the July 20, 2008 private
placement (incorporated by reference to Exhibit 4.5 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).
10.1 Consulting Agreement dated September 1, 2007 between Enox Biopharma,
Inc. and 0794658 B.C. Ltd. (incorporated by reference to Exhibit 10.1
of Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).
10.2 Consulting Agreement dated August 1, 2007 between Enox Biopharma, Inc.
and Dr. David Greenberg (incorporated by reference to Exhibit 10.2 of
Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).
10.3 Consulting Agreement dated September 1, 2007 between Enox Biopharma,
Inc. and NRD Solutions (incorporated by reference to Exhibit 10.3 of
Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).
31.1 Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
18
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.
ENOX BIOPHARMA, INC.
(the Registrant)
Date: December 11, 2008 By: /s/ Prof. Yossef Av-Gay
----------------------------------------
Name: Prof. Yossef Av-Gay
Title: President and Chief Executive Officer
(principal executive officer)
Date: December 11, 2008 By: /s/ Razi Mizrahi
----------------------------------------
Name: Razi Mizrahi
Title: Secretary and Treasurer
19
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation (incorporated by reference to Exhibit 3.1 of
Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).
3.2 Bylaws (incorporated by reference to Exhibit 3.2 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).
4.1 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.1 of Enox Biopharma, Inc.'s Registration Statement on Form
S-1 (File No. 333-154763)).
4.2 Form of Subscription Agreement related to the July 15, 2008 private
placement (incorporated by reference to Exhibit 4.3 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).
4.3 Form of Subscription Agreement related to the July 20, 2008 private
placement (incorporated by reference to Exhibit 4.4 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).
4.4 Specimen common stock purchase warrant issued in connection with the
July 15, 2008 private placement and the July 20, 2008 private
placement (incorporated by reference to Exhibit 4.5 of Enox Biopharma,
Inc.'s Registration Statement on Form S-1 (File No. 333-154763)).
10.1 Consulting Agreement dated September 1, 2007 between Enox Biopharma,
Inc. and 0794658 B.C. Ltd. (incorporated by reference to Exhibit 10.1
of Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).
10.2 Consulting Agreement dated August 1, 2007 between Enox Biopharma, Inc.
and Dr. David Greenberg (incorporated by reference to Exhibit 10.2 of
Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).
10.3 Consulting Agreement dated September 1, 2007 between Enox Biopharma,
Inc. and NRD Solutions (incorporated by reference to Exhibit 10.3 of
Enox Biopharma, Inc.'s Registration Statement on Form S-1 (File No.
333-154763)).
31.1 Certification of Principal Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.