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 March 31, 2009
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.)
3849 West 13th Avenue, Vancouver BC
V6R2S9 Canada
(Address of principal executive offices)(Zip code)
Tel: + (604) 637-9744
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 [X] No [ ]
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 11,199,417 shares of common stock outstanding as of April 29,
2009.
TABLE OF CONTENTS
Page
----
PART I. Financial Information:
Item 1. Financial Statements 3
Balance Sheets as of March 31, 2009 and December 31, 2008 3
Statement of Operations for the Three Month ended
March 31, 2009 and 2008 and Cumulative from Inception 4
Statement of Stockholders' Equity for the Period from
Inception through March 31, 2009 5
Statements of Cash Flows for the Three Month Ended
March 31, 2009 and 2008, and Cumulative from Inception 6
Notes to Financial Statements March 31, 2009 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 14
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4/4T. Controls and Procedures 15
PART II. Other Information:
Item 1. Legal Proceedings 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 5. Other Information 16
Item 6. Exhibits 16
Signatures 17
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF MARCH 31, 2009, AND DECEMBER 31, 2008
March 31, December 31,
2009 2008
--------- ---------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS:
Cash in bank $ 40,943 $ 103,730
Prepaid expenses 45,541 41,843
--------- ---------
Total current assets 86,484 145,573
OTHER ASSETS:
Patent pending 17,218 17,218
Property and equipment, net 1,371 1,643
--------- ---------
Total other assets 18,589 18,861
--------- ---------
TOTAL ASSETS $ 105,073 $ 164,434
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 2,415 $ 11,525
--------- ---------
Total current liabilities 2,415 11,525
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; 11,199,417 shares issued and outstanding 1,120 1,120
Warrants and options 276,643 276,643
Additional paid-in capital 166,999 166,999
(Deficit) accumulated during the development stage (342,104) (291,853)
--------- ---------
Total stockholders' equity 102,658 152,909
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 105,073 $ 164,434
========= =========
The accompanying notes to financial statements are an
integral part of these statements.
3
ENOX BIOPHARMA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008,
AND CUMULATIVE FROM INCEPTION (JUNE 28, 2007) THROUGH MARCH 31, 2009
(Unaudited)
Three Months Three Months Cumulative
Ended Ended From Inception
March 31, March 31, (June 28,
2009 2008 2007)
------------ ------------ ------------
REVENUES $ -- $ -- $ --
------------ ------------ ------------
EXPENSES:
Research and development 19,167 29,655 233,647
General and administrative 5,231 8,199 40,270
Professional fees 10,581 5,138 50,632
Consulting 15,000 -- 15,000
Organization costs -- -- 683
Depreciation and amortization 272 226 1,880
------------ ------------ ------------
Total general and administrative expenses 50,251 43,218 342,112
------------ ------------ ------------
(LOSS) FROM OPERATIONS (50,251) (43,218) (342,112)
OTHER INCOME (EXPENSE) -- -- 8
------------ ------------ ------------
INCOME BEFORE INCOME TAXES (50,251) (43,218) (342,104)
PROVISION FOR INCOME TAXES -- -- --
------------ ------------ ------------
NET (LOSS) $ (50,251) $ (43,218) $ (342,104)
============ ============ ============
(LOSS) PER COMMON SHARE:
(Loss) per common share - Basic and Diluted $ (0.00) $ (0.00)
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED 11,199,417 10,569,227
============ ============
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 Warrants During the
------------------ Paid-in and Development
Shares Amount Capital Options Stage Totals
------ ------ ------- ------- ----- ------
BALANCE - JUNE 28, 2007 -- $ -- $ -- $ -- $ -- $ --
Common stock issued for cash
to founders and consultants
on June 28, 2007 (Inception) @ 0.0001 6,750,000 675 8 -- -- 683
Common stock and warrants issued for
cash on December 28, 2007 @ 0.0615 3,819,227 382 81,732 152,769 -- 234,883
Net (loss) for the period -- -- -- -- (90,834) (90,834)
---------- ------ -------- -------- --------- ---------
BALANCE - DECEMBER 31, 2007 10,569,227 $1,057 $ 81,740 $152,769 $ (90,834) $ 144,732
Common stock and warrants issued for
cash on July 15, 2008 @ 0.25 304,000 30 38,626 37,344 -- 76,000
Common stock and warrants issued for
cash on July 20, 2008 @ 0.30 183,333 18 32,463 22,519 -- 55,000
Common stock and warrants issued for
cash on December 25, 2008 @ 0.35 142,857 14 14,171 35,815 -- 50,000
Options granted to a consultant -- -- -- 28,196 -- 28,196
Net (loss) for the year -- -- -- -- (201,019) (201,019)
---------- ------ -------- -------- --------- ---------
BALANCE - DECEMBER 31, 2008 11,199,417 $1,120 $166,999 $276,643 $(291,853) $ 152,909
Net (loss) for the period -- -- -- -- (50,251) (50,251)
---------- ------ -------- -------- --------- ---------
BALANCE - MARCH 31, 2009 11,199,417 $1,120 $166,999 $276,643 $(342,104) $ 102,658
========== ====== ======== ======== ========= =========
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 THREE MONTHS ENDED MARCH 31, 2009 AND 2008,
AND CUMULATIVE FROM INCEPTION (JUNE 28, 2007) THROUGH MARCH 31, 2009
(Unaudited)
Three Months Three Months Cumulative
Ended Ended From Inception
March 31, March 31, (June 28,
2009 2008 2007)
--------- --------- ---------
OPERATING ACTIVITIES:
Net (loss) $ (50,251) $ (43,218) $(342,104)
Adjustments to reconcile net (loss) to net
cash (used in) operating activities:
Options granted to a consultant -- -- 28,196
Depreciation and amortization 272 226 1,880
Changes in net assets and liabilities-
Prepaid expenses (3,698) -- (45,541)
Accounts payable and accrued liabilites (9,110) 3,755 2,414
--------- --------- ---------
NET CASH USED IN OPERATING ACTIVITIES (62,787) (39,237) (355,155)
--------- --------- ---------
INVESTING ACTIVITIES:
Patent pending costs -- -- (17,218)
Purchase of property and equipment -- (1,112) (3,250)
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES -- (1,112) (20,468)
--------- --------- ---------
FINANCING ACTIVITIES:
Issuance of common stock and warrants -- -- 416,566
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 416,566
--------- --------- ---------
NET (DECREASE) INCREASE IN CASH (62,787) (40,349) 40,943
CASH - BEGINNING OF PERIOD 103,730 143,399 --
--------- --------- ---------
CASH - END OF PERIOD $ 40,943 $ 103,050 $ 40,943
========= ========= =========
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
MARCH 31, 2009
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND ORGANIZATION
Enox Biopharma, Inc. (the "Company" or "Enox") was organized and incorporated
under the laws of the State of Nevada on June 28, 2007. The business plan of the
Company is to develop a novel 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 a provisional 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 submitted a Registration Statement on Form S-1
to the Securities and Exchange Commission ("SEC") to register up to 4,306,560 of
its outstanding shares of common stock on behalf of selling stockholders and
4,793,893 of common stock on behalf of selling stockholders upon exercise of
warrants. The Company will not receive any of the proceeds of this registration
activity once the shares of common stock are sold, although the Company may
receive proceeds of up to $1,123,312 if all of the warrants are exercised. The
Registration Statement on Form S-1 was declared effective on October 31, 2008.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The interim financial statements of the Company as of March 31, 2009, and for
the period then ended, and cumulative from inception, are unaudited. However, in
the opinion of management, the interim financial statements include all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the Company's financial position as of March 31, 2009, and the
results of its operations and its cash flows for the periods ended March 31,
2009, and cumulative from inception. These results are not necessarily
indicative of the results expected for the calendar year ending December 31,
2009. The accompanying financial statements and notes thereto do not reflect all
disclosures required under accounting principles generally accepted in the
United States. Refer to the Company's audited financial statements as of
December 31, 2008, filed with the SEC, for additional information, including
significant accounting policies.
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:
For licensing activities, revenue from such agreements will be realized over the
term and under the conditions of each specific 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.
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 specific agreements. Advance payments for the
use of technology in 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.
7
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 March 31, 2009, no events or circumstances
occurred for which an evaluation of the recoverability of long-lived assets was
required.
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. There were no dilutive financial instruments issued or outstanding for
the period ended March 31, 2009.
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 March 31, 2009, 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 March 31, 2009, and revenues and expenses for the
periods ended March 31, 2009, and 2008, and cumulative from inception. Actual
results could differ from those estimates made by management.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2008, the Financial Accounting Standards Board ("FASB") issued FASB
Staff Position No. EITF No. 03-6-1, "Determining Whether Instruments Granted in
Share-Based Payment Transactions Are Participating Securities" ("FSP EITF No.
03-6-1"). According to FSP EITF No. 03-6-1, unvested share-based payment awards
that contain nonforfeitable rights to dividends or dividend equivalents are
considered participating securities under SFAS No. 128. As such, they should be
8
included in the computation of basic earnings per share ("EPS") using the
two-class method. FSP EITF No. 03-6-1 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, as well as interim
periods within those years. Once effective, all prior-period EPS data presented
must be adjusted retrospectively. The Company does not expect FSP EITF No.
03-6-1 to have a material impact on the Company's financial position or results
of operations.
In March 2008, the FASB issued Statement No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of FASB Statement No. 133
("SFAS No. 161"). SFAS No. 161 applies to all derivative instruments and
nonderivative instruments that are designated and qualify as hedging instruments
and related hedged items accounted for under SFAS No. 133. SFAS No. 161 requires
entities to provide greater transparency through additional disclosures about
(a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS No. 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity's financial position, results of operations, and
cash flows. SFAS No. 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. The Company does
not expect SFAS No. 161 to have a material impact on the Company's financial
position or results of operations.
In December 2007, the FASB issued Statement No. 141 (revised), "Business
Combinations" ("SFAS No. 141(R)"). SFAS No. 141(R) significantly changes the
accounting for business combinations and establishes principles and requirements
for how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed and any noncontrolling
interest in the acquiree and recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase. SFAS No. 141(R)
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008.
In December 2007, the FASB issued Statement No. 160, "Noncontrolling Interests
in Consolidated Financial Statements" - an amendment of ARB No. 51 ("SFAS No.
160"). SFAS No. 160 changes the accounting for noncontrolling (minority)
interests in consolidated financial statements including the requirements to
classify noncontrolling interests as a component of consolidated shareholders'
equity, the elimination of "minority interest" accounting in results of
operations and changes in the accounting for both increases and decreases in a
parent's controlling ownership interest. SFAS No. 160 is effective for fiscal
years beginning after December 15, 2008, and early adoption is prohibited. The
Company does not expect SFAS No. 160 to have a material impact on the Company's
financial position or results of operations.
In February 2007, the FASB issued Statement No. 159 "The Fair Value Option for
Financial Assets and Financial Liabilities" including an amendment of FASB
Statement No. 115 ("SFAS No. 159"), which allows an entity the irrevocable
option to elect fair value for the initial and subsequent measurement for
certain financial assets and liabilities under an instrument-by-instrument
election. If the fair value option is elected for an instrument, subsequent
changes in fair value for that instrument will be recognized in earnings. SFAS
No. 159 also establishes additional disclosure requirements and is effective for
fiscal years beginning after November 15, 2007, with early adoption permitted
provided that the entity also adopts Statement No. 157, "Fair Value
Measurements" ("SFAS No. 157"). SFAS No. 159 is not expected to have a material
impact on its results of operations or financial position.
In September 2006, the FASB issued SFAS No. 157 which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that require or
permit fair value measurements. SFAS No. 157 is effective for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. In February 2008, the FASB issued FASB Staff Position No. SFAS No. 157-2,
Effective Date of FASB Statement No. 157, which provides a one-year deferral of
the effective date of SFAS No. 157 for non-financial assets and non-financial
liabilities, except those that are recognized or disclosed in the financial
statements at fair value on a recurring basis (at least annually). The adoption
of SFAS No. 157 for financial assets and financial liabilities is not expected
to have a material impact on the Company's results of operations or financial
position.
(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 to 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
9
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 cost of filing for the provisional patent has been
capitalized by the Company, and amounted to $7,800. 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.
In addition, the Company has capitalized the costs of preparing a PCT
application.
(4) PROPERTY AND EQUIPMENT
Cost:
Office and computer equipment $3,250
Less: Accumulated depreciation and amortization 1,879
------
Property and Equipment, net $1,371
======
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 of these shares were issued to
Directors of the Company.
On December 28, 2007, 3,819,227 units were issued pursuant to a private
placement subscription agreement for cash consideration of $234,883 at a
subscription price of $0.0615 per unit. Each unit consists of one common stock
of the Company and one non-transferable Series A warrant. Each Series A warrant
is exercisable into one common share at an exercise price of $0.20 for a
two-year period expiring December 28, 2009.
On July 15, 2008, the Company sold 304,000 units for a total of $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 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 for a total of $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 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 submitted a Registration Statement on Form S-1
to the Securities and Exchange Commission ("SEC") to register up to 4,306,560 of
its outstanding shares of common stock on behalf of selling stockholders and
4,793,893 of common stock on behalf of selling stockholders upon exercise of
warrants. The Company will not receive any of the proceeds of this registration
activity once the shares of common stock are sold, although the Company may
receive proceeds of up to $1,123,312 if all of the warrants are exercised. The
Registration Statement on Form S-1 was declared effective on October 31, 2008.
On December 25, 2008, 142,857 units were issued pursuant to a private placement
subscription agreement for cash consideration of $50,000 at a subscription price
of $0.35 per unit. Each unit consists of one share of common stock of the
Company and one warrant. Each warrant is exercisable into one common share at an
exercise price of $0.20 for a three-year period expiring December 25, 2011.
10
(6) STOCK PURCHASE WARRANTS
On December 28, 2007, 3,819,227 units were issued pursuant to a private
placement subscription agreement for cash consideration of $234,883 at a
subscription price of $0.0615 per unit. Each unit consists of one common stock
of the Company and one non-transferable Series A warrant. Each Series A warrant
is exercisable into one common share at an exercise price of $0.20 for a
two-year period expiring 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 for a total of $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 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 for a total of $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 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%.
On December 25, 2008, 142,857 units were issued pursuant to a private placement
subscription agreement for cash consideration of $50,000 at a subscription price
of $0.35 per unit. Each unit consists of one share of common stock of the
Company and one warrant. Each warrant is exercisable into one common share at an
exercise price of $0.20 for a three-year period expiring December 25, 2011. 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 100%, and risk-free interest rate of 3%.
A summary of the Company's outstanding stock purchase warrants as of March 31,
2009 is presented below:
Exercise price Remaining
Warrants per share contractual life
-------- --------- ----------------
3,819,227 $ 0.20 9 months
304,000 $ 0.30 3 months
304,000 $ 0.40 1.25 years
183,333 $ 0.35 3 months
183,333 $ 0.45 1.25 years
142,857 $ 0.20 2.75 years
----------
4,936,750
==========
(7) INCOME TAXES
The provisions (benefit) for income taxes for the period ended March 31, 2009
were as follows (using a 23% effective federal and state income tax rate):
2009
-------
Current Tax Provision:
Federal-
Taxable income $ --
-------
Total current tax provision $ --
=======
Deferred Tax Provision:
Federal-
Loss carryforwards $ 8,108
Change in valuation allowance (8,108)
-------
Total deferred tax provision $ --
=======
11
The Company had deferred income tax assets as of March 31, 2009, as follows:
2009
--------
Loss carryforwards $ 75,234
Less - Valuation allowance (75,234)
--------
Total net deferred tax assets $ --
========
As of March 31, 2009, the Company had net operating loss carryforwards for
income tax reporting purposes of approximately $327,104 that may be offset
against future taxable income. The net operating loss carryforwards expire in
the year 2029. 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 a 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
Directors provide 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 Directors of the Company for a cash payment of $635.
Since June 28, 2007 (inception) through March 31, 2009, the company paid $69,303
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.
Since June 28, 2007 (inception) through March 31, 2009, the company paid $20,000
to its Director, Dr. David Greenberg for services as an independent contractor
pursuant to the terms of the Consulting Agreement dated August 1, 2007.
(9) COMMITMENTS
On August 1, 2008, the Company extended a consulting agreement with Dr. David
Greenberg, its Director, for a 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 August 1, 2008, the Company extended a consulting agreement with 0794658 B.C
Ltd., a company owned by Prof. Av-Gay, its President and Director, 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
U.S. Patent and Trademark Office. Upon expiration of the initial term, the
consulting agreement is automatically renewable for terms of 90 days.
On September 1, 2008, the Company extended a service agreement and amendment
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 with NRD
Solutions for 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.
12
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.
On December 15, 2008, the Company entered into a Consultancy Agreement pursuant
to which the consultant will serve as a non-exclusive business development and
company planning consultant for a period of one year. In consideration for its
services, the Company issued options to the consultant to purchase 450,000
shares of its common stock, at an exercise price of $0.20 per share for a period
of 4 years, of which 100,000 options vested immediately and the remaining
350,000 options vest upon the achievement of certain milestones. The options
also contain a cashless exercise feature. Additionally, the Company agreed to
pay the consultant a monthly consulting fee of $5,000 commencing after the
Company has secured additional financing of an aggregate of $750,000.
On February 9, 2009, the Company entered into an agreement with a venture
capital firm to raise approximately $3,000,000 through the sale of convertible
preferred stock. As of March 31, 2009 the Company paid an expense deposit of
$15,000 to the firm.
On February 4, 2009, the Company entered into a Consultancy Agreement pursuant
to which the consultant will provide regulatory consulting and clinical trial
design and management services. In consideration for these services, the Company
agreed to compensate the consultant on an hourly basis. Additionally, following
the establishment of the product development plan should the Company decide to
proceed with further services the consultant will receive a monthly retainer of
$5,000.
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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 Part I, Item 1, "Risk Factors" in our registration
statement on Form S-1 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 3849 West 13th Avenue, Vancouver BC, Canada. Our telephone number
is +1 (604) 637-9744 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 associated with certain medical devices. We utilize non-antibiotic
compounds that kill a wide range of pathogens. In light of the increasing
difficulties associated with treating multi-drug resistant infections, our
patented technology offers innovative solutions that avoid antibiotic resistance
concerns while preventing hospital-l and community-acquired infections. A wide
range of indwelling medical devices is being used on a daily basis to provide
critical care to millions of patients. These devices include various catheters,
tubes and blood lines that provide access to deliver life-saving drugs, fluids
and gases, as well as remove unwanted substances from the body. While the use of
such devices is vital for patients' care, the actual insertion creates a point
of entry for microbes and is often associated with high rates of infection. We
are developing antimicrobial coatings for urinary catheters, endotracheal tubes
and ear tubes. We believe these products address well-defined market needs,
including increasing resistance to antibiotics, escalating medical costs and
changing medical reimbursement policies.
We have secured our technology and intellectual property by filing two US
provisional applications and two US utility patent application with the US
Patent and Trademark Office on September 21, 2007 (US provisional applications
serial # 60/974,228 (2007)), April 9, 2008 ((US provisional applications serial
#61/043,639 (2008)), September 19, 2008 (US utility patent filed with respect to
provisional patent # 60/974,228 (2007)), and March 23, 2009 (US utility patent
filed with respect to provisional patent #61/043,639 (2008)).
During the fiscal year ended March 31, 2009 we performed a set of studies
required for completion of our urinary catheters patent, and designed a method
for production of urinary catheters which are capable of preventing biofilm
formation. We performed in vitro efficacy studies which, we believe, demonstrate
that Enox's catheters are effective in preventing bacterial colonization. The
data from these experiments was incorporated into our US utility patent that was
filed on March 23, 2009 with respect to provisional patent #61/043,639 (2008).
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2009 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 2008
During the three months ended March 31, 2009, we incurred operating expenses of
$50,251, an increase of $7,033 or approximately 16% from the period ended March
31, 2008. Operating expenses increased during the period ended March 31, 2009
14
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 $19,167, which decreased from
$29,655 during the same period in the prior fiscal year, a decrease of
approximately 35.4%, due to a lower payment to the University of
British Columbia under the service agreement.
* professional fees of $10,581 related to accounting, consulting and
legal services, which increased from $5,138 during the same period in
the prior fiscal year, an increase of approximately 205%, as a result
of activities related to becoming a reporting company with the SEC;
* general and administrative fees of $5,231, which is a decrease from
$8,199 during the same period in the prior fiscal year, a decrease of
approximately 63% , due to less travel and other related expenses; and
NET LOSS
We incurred a net loss of $50,251 for the three months ended March 31, 2009,
compared to a net loss of $43,218 for the three months ended March 31, 2008.
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 situation to continue for the foreseeable future. We anticipate that
we will have negative cash flows from operations in the next twelve month
period.
As of March 31, 2009, we had cash of $40,493, representing a net decrease in
cash of $62,787 since December 31, 2008.
Cash generated by financing activities during the three months ended March 31,
2009 was $0. Cash used in operating activities amounted to $62,787 represented
by a loss of $50,251 plus an increase in prepaid expenses from the previous
balance sheet of $3,698 and offset by accounts payable and accrued liabilities
$9,110 and depreciation and amortizing of $272.
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 second quarter of 2009, provided we do not have any
unanticipated expenses. 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. Consequently, we may not be able to
proceed with our intended business plans or complete the development and
commercialization of our product.
If we fail to generate sufficient net revenues, we will need to raise additional
capital to continue our operations thereafter. We cannot guarantee that
additional funding will be available on favorable terms, if at all. Any
shortfall will effect our ability to expand or even continue our operations. We
cannot guarantee that additional funding will be available on favorable terms,
if at all.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We believe our business is not currently subject to market risk. All of our
business is currently conducted in US dollars, which is our functional currency.
We have no debt and are not subject to any interest rate risk.
ITEM 4/4T. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Securities and Exchange Act of 1934, as of
March 31, 2009, 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, being our company's President (Principal Executive
Officer) and Treasurer (Principal Accounting Officer). Based upon the results of
that evaluation, our company's President (Principal Executive Officer) and
Treasurer (Principal Accounting Officer) have concluded that, as of March 31,
2009, our company's disclosure controls and procedures were effective and
provide reasonable assurance that material information related to our company is
recorded, processed and reported in a timely manner.
15
Our company's management, with the participation of our President (Principal
Executive Officer) and Treasurer (Principal Accounting Officer), is responsible
for the design of internal controls over financial reporting. The fundamental
issue is to ensure all transactions are properly authorized, identified and
entered into a well-designed, robust and clearly understood system on a timely
basis to minimize risk of inaccuracy, failure to fairly reflect transactions,
failure to fairly record transactions necessary to present financial statements
in accordance with generally accepted account principles, unauthorized receipts
and expenditures or the inability to provide assurance that unauthorized
acquisitions or dispositions of assets can be detected. The small size of our
company makes the identification and authorization process relatively simple and
efficient and a process for reviewing internal controls over financial reporting
has been developed. To the extent possible given our company's small size, the
internal control procedures provide for separation of duties for handling,
approving and coding invoices, entering transactions into the accounts, writing
cheques and requests for wire transfers. As of March 31, 2009, our company's
President (Principal Executive Officer) and Treasurer (Principal Accounting
Officer) conclude that our company's system of internal controls is adequate and
comparable to those of issuers of a similar size and nature.
This quarterly report does not include an attestation report of our company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the company's
registered public accounting firm pursuant to temporary rules of the SEC that
permit our company to provide only management's report in this quarterly report.
There were no significant changes to our company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any significant deficiencies or material weaknesses
of internal controls that would require corrective action.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
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
(a) Pursuant to Rule 601 of Regulation SK, the following exhibits are included
herein or incorporated by reference.
Exhibit Number Description
- -------------- -----------
3.1 Articles of Incorporation*
3.2 By-laws*
31.1 Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section
302
31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section
302
32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906
32.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 906
- ----------
* Incorporated by reference to our S-1 Registration Statement, File Number
333-154763
16
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.
Date: April 29, 2009 By: /s/ Prof. Yossef Av-Gay
----------------------------------
Name: Prof. Yossef Av-Gay
Title: President
(Principal Executive Officer)
Date: April 29, 2009 By: /s/ Razi Mizrahi
----------------------------------
Name: Razi Mizrahi
Title: Secretary and Treasurer
17