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 June 30, 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 11,520,845 shares of common stock outstanding as of August 7,
2009.
TABLE OF CONTENTS
Page
----
PART I. Financial Information:
Item 1. Financial Statements 3
Balance Sheets as of June 30, 2009 and December 31, 2008 3
Statement of Operations for the Three and Six Month ended
June 30, 2009 and 2008 and Cumulative from Inception 4
Statement of Stockholders' Equity for the Period from Inception
through June 30, 2009 5
Statements of Cash Flows for the Six Month Ended June 30, 2009
and 2008, and Cumulative from Inception 6
Notes to Financial Statements June 30, 2009 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 17
Item 4/4T. Controls and Procedures 17
PART II. Other Information:
Item 1. Legal Proceedings 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Submission of Matters to a Vote of Security Holders 17
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 JUNE 30, 2009, AND DECEMBER 31, 2008
June 30, December 31,
2009 2008
--------- ---------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS:
Cash in bank $ 12,075 $ 103,730
Prepaid expenses 24,684 41,843
--------- ---------
Total current assets 36,759 145,573
OTHER ASSETS:
Patent pending 29,810 17,218
Property and equipment, net 1,099 1,643
--------- ---------
Total other assets 30,909 18,861
--------- ---------
TOTAL ASSETS $ 67,668 $ 164,434
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 9,167 $ 11,525
--------- ---------
Total current liabilities 9,167 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 (386,261) (291,853)
--------- ---------
Total stockholders' equity 58,501 152,909
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 67,668 $ 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 JUNE 30, 2009
AND 2008, AND CUMULATIVE FROM INCEPTION (JUNE 28, 2007)
THROUGH JUNE 30, 2009
(Unaudited)
Cumulative
Three Months Ended Six Months Ended From
June 30, June 30, Inception
---------------------------- ---------------------------- (June 28,
2009 2008 2009 2008 2007)
------------ ------------ ------------ ------------ ------------
REVENUES $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
EXPENSES:
Research and development 28,870 50,300 48,037 79,955 262,517
General and administrative 9,500 4,720 14,122 12,917 49,161
Professional fees 10,625 -- 16,705 5,138 56,757
Consulting -- -- 15,000 -- 15,000
Organization costs -- -- -- -- 683
Depreciation and amortization 272 226 544 451 2,152
------------ ------------ ------------ ------------ ------------
Total general and administrative
expenses 49,267 55,246 94,408 98,461 386,270
------------ ------------ ------------ ------------ ------------
(LOSS) FROM OPERATIONS (49,267) (55,246) (94,408) (98,461) (386,270)
OTHER INCOME (EXPENSE) -- -- -- -- 9
------------ ------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES (49,267) (55,246) (94,408) (98,461) (386,261)
PROVISION FOR INCOME TAXES -- -- -- -- --
------------ ------------ ------------ ------------ ------------
NET (LOSS) $ (49,267) $ (55,246) $ (94,408) $ (98,461) $ (386,261)
============ ============ ============ ============ ============
(LOSS) PER COMMON SHARE:
(Loss) per common share - Basic
and Diluted $ (0.00) $ (0.01) $ (0.01) $ (0.01)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED 11,199,417 10,569,227 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
FOR THE PERIOD FORM INCEPTION (JUNE 28, 2007)
THROUGH JUNE 30, 2009
(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 -- -- -- -- (94,408) (94,408)
---------- ------ -------- -------- --------- ---------
BALANCE - JUNE 30, 2009 11,199,417 $1,120 $166,999 $276,643 $(386,261) $ 58,501
========== ====== ======== ======== ========= =========
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 SIX MONTHS ENDED JUNE 30, 2009 AND 2008,
AND CUMULATIVE FROM INCEPTION (JUNE 28, 2007)
THROUGH JUNE 30, 2009
(Unaudited)
Cumulative
Six Months Ended From
June 30, Inception
------------------------ (June 28,
2009 2008 2007)
--------- --------- ---------
OPERATING ACTIVITIES:
Net (loss) $ (94,408) $ (98,461) $(386,261)
Adjustments to reconcile net (loss) to net
cash (used in) operating activities:
Options granted to a consultant -- -- 28,196
Depreciation and amortization 544 451 2,152
Changes in net assets and liabilities -
Prepaid expenses 17,159 -- (24,684)
Accounts payable and accrued liabilities (2,358) 1,780 9,166
--------- --------- ---------
NET CASH USED IN OPERATING ACTIVITIES (79,063) (96,230) (371,431)
--------- --------- ---------
INVESTING ACTIVITIES:
Patent pending costs (12,592) (7,800) (29,810)
Purchase of property and equipment -- (1,112) (3,250)
--------- --------- ---------
NET CASH USED IN INVESTING ACTIVITIES (12,592) (8,912) (33,060)
--------- --------- ---------
FINANCING ACTIVITIES:
Issuance of common stock and warrants -- -- 416,566
Stock subscriptions received -- 79,971 --
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- 79,971 416,566
--------- --------- ---------
NET (DECREASE) INCREASE IN CASH (91,655) (25,171) 12,075
CASH - BEGINNING OF PERIOD 103,730 143,399 --
--------- --------- ---------
CASH - END OF PERIOD $ 12,075 $ 118,228 $ 12,075
========= ========= =========
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
JUNE 30, 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 June 30, 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 June 30, 2009, and the results of its
operations and its cash flows for the periods ended June 30, 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 June 30, 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 June 30, 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 June 30, 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 June 30, 2009, and revenues and expenses for the
periods ended June 30, 2009, and 2008, and cumulative from inception. Actual
results could differ from those estimates made by management.
RECENT ACCOUNTING PRONOUNCEMENTS
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
8
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the Company's results of operations, financial condition or cash
flows.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact on the Company's results of operations, financial
condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, DETERMINING
WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE
PARTICIPATING SECURITIES, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our financial position and results of
operations if adopted.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
9
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. SFAS No. 161 has no effect
on the Company's financial position, statements of operations, or cash flows at
this time.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. It is not believed that this will
have an impact on the Company's financial position, results of operations or
cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It 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. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). It is not
believed that this will have an impact on the Company's financial position,
results of operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations'. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
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. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. It is not believed that this will have an impact on the Company's
financial position, results of operations or cash flows.
(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
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.
10
(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 2,151
------
Property and Equipment, net $1,099
======
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.
11
(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 June 30,
2009 is presented below:
Exercise price Remaining
Warrants per share contractual life
-------- --------- ----------------
3,819,227 $0.20 6 months
304,000 $0.30 15 days
304,000 $0.40 1 year
183,333 $0.35 20 days
183,333 $0.45 1 year
142,857 $0.20 2.5 years
---------
4,936,750
=========
(7) INCOME TAXES
The provisions (benefit) for income taxes for the period ended June 30, 2009 and
2008 were as follows (using a 23% effective federal and state income tax rate):
12
2009 2008
-------- --------
Current Tax Provision:
Federal-
Taxable income $ -- $ --
-------- --------
Total current tax provision $ -- $ --
======== ========
Deferred Tax Provision:
Federal-
Loss carryforwards $ 21,714 $ 22,646
Change in valuation allowance (21,714) (22,646)
-------- --------
Total deferred tax provision $ -- $ --
======== ========
The Company had deferred income tax assets as of June 30, 2009 and December 31,
2008, as follows:
2009 2008
-------- --------
Loss carryforwards $ 88,840 $ 67,126
Less - Valuation allowance (88,840) (67,126)
-------- --------
Total net deferred tax assets $ -- $ --
======== ========
As of June 30, 2009, the Company had net operating loss carryforwards for income
tax reporting purposes of approximately $386,261 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.
From June 28, 2007 (inception) through June 30, 2009, the company paid $78,303
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.
From June 28, 2007 (inception) through June 30, 2009, the company paid $23,000
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.
13
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.
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 June 30, 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.
(10) EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
On July 2, 2009, 14,285 units were issued pursuant to a private placement
subscription agreement for cash consideration of $5,000 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 $0.50 for a three-year period expiring July 2, 2012.
On July 10, 2009 a shareholder exercised warrants for 50,000 shares of common
stock at an exercise price of $0.20 per share.
On July 22, 2009, the Company issued 57,143 shares of the Company's common stock
pursuant to a private placement subscription agreement, at a purchase price of
$0.35 per share, for an aggregate purchase price of $20,000.
On July 28, 2009, the Company accepted subscriptions for the sale of 250,000
units at a purchase price of $0.30 per Unit, for an aggregate purchase price of
up to $75,000. Each Unit is comprised of one share of the Company's common stock
and one warrant to purchase one share of common stock at an exercise price of
$0.40 per share for a period of two years from the issuance date.
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 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 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 period ended June 30, 2009 we continued the research associated with
the development of our urinary catheters. Our studies strengthened the company
technology by demonstrating adequate slow releases and prevention of bacterial
colonization associated with catheter-associated urinary infection which is the
most common hospital acquired infection, affecting over one million people
annually in the U.S. alone. An independent panel of scientists is now reviewing
the data from these experiments in consideration for publication.
15
RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2009 COMPARED TO THE THREE
MONTHS ENDED JUNE 30, 2008, AND SIX MONTH ENDED JUNE 30, 2009 COMPARED TO THE
SIX MONTH ENDED JUNE 30, 2008
During the three months ended June 30, 2009, we incurred operating expenses of
$49,267, a decrease of $5,979 or approximately 11% from the three month ended
June 30, 2008. Operating expenses decreased during the three month ended June
30, 2009 from the comparative period due to lower incurred expenses. Significant
elements include:
* research and development costs of $28,870, which decreased from
$50,300 during the same period in the prior year, a decrease of
approximately 43%, due to an end of Boston University service
agreement;
* professional fees of $10,625 related to accounting, consulting and
legal services, which increased from $0 during the same period in the
prior year, an increase of 100%, as a result of overall increase in
company's activities;
* general and administrative fees of $9,500, which is an increase from
$4,720 during the same period in the prior year, a increase of
approximately 101%, due to more travel and other related expenses; and
During the six months ended June 30, 2009, we incurred operating expenses of
$94,408, a decrease of $4,053 or approximately 4% from the six month ended June
30, 2008. Operating expenses decreased during the six month ended June 30, 2009
from the comparative period due to lower incurred expenses. Significant elements
include:
* research and development costs of $48,037, which decreased from
$79,955 during the same period in the prior year, a decrease of
approximately 40%, due to an end of Boston University service
agreement and due to lower payment to the University of British
Columbia under service agreement;
* professional fees of $16,705 related to accounting, consulting and
legal services, which increased from $5,138 during the same period in
the prior year, an increase of 225%, as a result of overall increase
in company's activities;
* general and administrative fees of $14,122, which is an increase from
$12,917 during the same period in the prior year, a increase of
approximately 9%, due to more travel and other related expenses; and
NET LOSS
We incurred a net loss of $49,267 for the three months ended June 30, 2009,
compared to a net loss of $55,246 for the three months ended June 30, 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 June 30, 2009, we had cash of $12,075, representing a net decrease in cash
of $91,655since December 31, 2008.
Cash generated by financing activities during the three months ended June 30,
2009 was $0. Cash used in operating activities amounted to $79,063 represented
by a loss of $94,408 plus an increase in prepaid expenses from the previous
balance sheet of $17,159and offset by accounts payable and accrued liabilities
$2,358 and depreciation and amortizing of $544.
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 fourth 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.
16
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
June 30, 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 June 30,
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.
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 June 30, 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.
17
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
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.
Date: August 7, 2009 By: /s/ Prof. Yossef Av-Gay
----------------------------------
Name: Prof. Yossef Av-Gay
Title: President
(Principal Executive Officer)
Date: August 7, 2009 By: /s/ Itamar David
----------------------------------
Name: Itamar David
Title: Principal Financial Officer
19