UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A
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x
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Annual
Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934 for the fiscal year ended December 31,
2007
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|
o
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Transition
Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of
1934 for the transition period from
___to___
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Commission
File Number 0-16686
VIOQUEST
PHARMACEUTICALS, INC.
(Exact
name of issuer as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization)
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58-1486040
(IRS Employer Identification No.)
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|
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180 Mt. Airy Road, Suite 102, Basking Ridge, NJ
(Address of Principal Executive Offices)
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07920
(Zip Code)
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(908)
766-4400
(Issuer’s
telephone number)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
None
Securities
registered pursuant to Section 12(g) of the Exchange Act:
Common
Stock, par value $0.001
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.
o
Check
whether the issuer: (1) filed all reports required to be filed by Section 13
or
15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for
such shorter period that the issuer was required to file such reports), and
(2)
has been subject to such filing requirements for the past 90 days.
x
Yes
o
No
Check
if
there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
S-B is not contained herein, and no disclosure will be contained, to the best
of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment
to
this Form 10-KSB.
o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o
No
x
For
its
fiscal year ended December 31, 2007, the issuer had $0 revenue from continuing
operations and, together with its discontinued operations; the issuer had total
revenue of $1,484,584.
The
aggregate market value of the issuer’s common stock held by non-affiliates as of
March 27, 2008, based on the closing price of the common stock as reported
on
the OTC Bulletin Board on such date, was $2,661,823.
As
of
March 27, 2008 there were outstanding 54,621,119 shares of common stock, par
value $0.001 per share.
Traditional
Small Business Disclosure Format: Yes
o
No
x
TABLE
OF CONTENTS
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EXPLANATORY
NOTE
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1
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PART
III
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Item
9
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Directors,
Executive Officers, and Corporate Governance
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2
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Item
10
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Executive
Compensation
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5
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Item
11
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
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14
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Item
12
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Certain
Relationships and Related Transactions, and Director
Independence
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20
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Item
13
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Exhibits
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21
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Item
14
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Principal
Accountant Fees and Services
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23
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Exhibits
Filed With This Report
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24
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Signatures
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25
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Explanatory
Note
VioQuest
Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 to its
Annual Report on Form 10-K for the fiscal year ended December 31, 2007 to
include the information required by Part III Items 9, 10, 11, 12, 13 and 14.
Except for Items 9, 10, 11, 12, 13 and 14 of Part III, no other information
included in the Company’s 2007 Form 10-KSB is changed by this Amendment No.
1.
Part
III
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ITEM
9.
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DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT.
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The
following table sets forth the name and position of each of our directors and
executive officers:
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Name
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Age
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Positions
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Michael D. Becker
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39
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Director,
Chief Executive Officer and President
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Brian Lenz
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36
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Chief
Financial Officer, and Treasurer
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Stephen C. Rocamboli
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36
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Director,
non-executive Chairman of Board of Directors and
Secretary
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Johnson Y.N. Lau, M.D.
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47
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Director
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Michael Weiser, M.D., Ph.D.
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45
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Director
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Michael
D. Becker, President and Chief Executive Officer
,
joined
VioQuest in November 2007. Previously, he served as President and Chief
Executive Officer at Cytogen Corporation since December 2002. Mr. Becker joined
Cytogen in April 2001 and held positions of increasing responsibility, including
Chief Executive Officer of AxCell Biosciences, a subsidiary of Cytogen focused
on signal transduction pathways, and Vice President of Business Development
and
Industry Relations. During his tenure at Cytogen, Mr. Becker raised in excess
of
$130 million in new capital through both public offerings and private
placements. Prior to joining Cytogen, Mr. Becker was with Wayne Hummer
Investments LLC, a Chicago-based regional brokerage firm from July 1996 to
April
2001, where he held senior positions as a biotechnology analyst, investment
executive and portfolio manager. Mr. Becker was also the founder and Executive
Editor of Beck on Biotech, a monthly biotechnology investment newsletter
published from July 1998 through March 2001. Mr. Becker attended DePaul
University in Chicago, Illinois. Mr. Becker is Chairman of BioNJ, which was
founded in 1994 by New Jersey biotechnology industry CEOs to serve as the voice
of and advocate for the biotechnology industry in New Jersey.
Brian
Lenz, CPA,
Chief
Financial Officer and Treasurer
since
April 2004, joined VioQuest as a controller in October 2003. Prior to VioQuest,
Mr. Lenz was a controller with Smiths Detection Group from July 2000 to
September 2003 where he was responsible for corporate and operational financial
reporting and consolidation of its international operations, in addition to
being responsible for the information technology and human resources functions.
Mr. Lenz began his career as an auditor with KPMG, LLP from October 1998 to
July
2000, where he was responsible for supervising audits of healthcare and
financial services companies both publicly traded and privately held. Mr. Lenz
holds a BS in Accounting from Rider University and received his MBA from Saint
Joseph’s University. Mr. Lenz has also been the chair of the finance committee
for Biotech 2006 and 2007.
Stephen
C. Rocamboli
has
served as our non-executive Chairman since February 2003 and Secretary since
November 2006. He was our Secretary from 2003 to December 2003. Mr. Rocamboli
is
currently Vice President of Corporate Development for Pear Tree Pharmaceuticals,
Inc. Prior to joining Pear Tree, Mr. Rocamboli was deputy general counsel
of Paramount BioCapital, Inc. and Paramount BioCapital Investments, LLC and
served as deputy general counsel deputy
of
those
deputy companies from September 1999 to August 2007. From November 2002 to
December 2003, Mr. Rocamboli served as director of Ottawa, Ontario based Adherex
Technologies, Inc. Mr. Rocamboli also serves as a member of the board of
directors of several privately held development stage biotechnology companies.
Prior to joining Paramount, Mr. Rocamboli practiced law in the health care
field. He received his J.D. from Fordham University School of
Law.
Johnson
Y.N. Lau, M.B.B.S., M.D., F.R.C.P.,
has been
a member of our board of directors since November 2005. He currently serves
as
the Chairman of Kinex Pharmaceuticals, LLC, a position he has held since
December 2003. Dr. Lau currently is a member of the board of directors of
Chelsea Therapeutics International, Ltd. (NASDAQ: CHTP), a publicly-held
company. Prior to his position with Kinex Pharmaceuticals, Dr. Lau was an
independent contractor from January 2003 until December 2003 and served in
various capacities at Ribapharm Inc. from August 2000 until January 2003,
including Chairman, President and Chief Executive Officer. Previously he was
the
Senior Vice President and Head of Research and Development at ICN
Pharmaceuticals and Senior Director of Antiviral Therapy at Schering-Plough
Research Institute. He has published over 200 scientific papers and 40 reviews
and editorials in leading academic journals and was elected as a Fellow, Royal
College of Physicians in 2004. Dr. Lau holds an M.B.B.S. and M.D. from the
University of Hong Kong and the degrees of M.R.C.P. and F.R.C.P. from the Royal
College of Physicians.
Michael
Weiser, M.D., Ph.D,
is
the
founder and co-chairman of Actin Biomed, a New York based healthcare investment
firm advancing the discovery and development of novel treatments for unmet
medical needs. Prior to joining Actin, Dr. Weiser was the Director of Research
at Paramount BioCapital where he was responsible for the scientific, medical
and
financial evaluation of biomedical technologies and pharmaceutical products
under consideration for development. Dr. Weiser completed his Ph.D. in Molecular
Neurobiology at Cornell University Medical College and received his M.D. from
New York University School of Medicine. He performed his post-graduate medical
training in the Department of Obstetrics and Gynecology at New York University
Medical Center. Dr. Weiser also completed a Postdoctoral Fellowship in the
Department of Physiology and Neuroscience at New York University School of
Medicine and received his B.A. in Psychology from University of Vermont. Dr.
Weiser is a member of The National Medical Honor Society, Alpha Omega Alpha.
In
addition, Dr. Weiser has received awards for both academic and professional
excellence and is published extensively in both medical and scientific journals.
Dr. Weiser currently serves on the board of directors of Manhattan
Pharmaceuticals, Inc, Chelsea Therapeutics International, Ltd., Emisphere
Technologies, Inc., Hana Biosciences, Inc., Ziopharm Oncology, Inc., and
VioQuest Pharmaceuticals, Inc., as well as several privately held
companies.
Section 16(a) Beneficial
Ownership Reporting Compliance
Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our officers,
directors and persons who are the beneficial owners of more than 10% of our
common stock to file with the SEC initial reports of ownership and reports
of
changes in ownership of our common stock. Officers, directors and beneficial
owners of more than 10% of our common stock are required by SEC regulations
to
furnish us with copies of all Section 16(a) forms they file. Based solely
on a review of the copies of the Forms 3, 4 and 5 and amendments that we
received with respect to transactions during 2007, we believe that all such
forms were filed on a timely basis, except for Edward C. Bradley, our Former
Chief Scientific and Medical Officer, who purchased shares on February 7, 2007
that was reported on February 15, 2007.
Code
of Ethics
We
have
adopted a Code of Business Conduct and Ethics that applies to all officers,
directors and employees of our company. In addition, we have adopted a Code
of
Ethics specifically applicable to our Chief Executive Officer and Senior
Financial Officers. A copy of our Code of Business Conduct and Ethics can be
obtained without charge by sending a written request to the Secretary of the
Company at the address of Company’s principal offices. If we make any
substantive amendments to the Code of Business Conduct and Ethics or grant
any
waiver from a provision of the code to an executive officer or director, we
will
promptly disclose the nature of the amendment or waiver by filing with the
SEC a
current report on Form 8-K.
Audit
Committee
Our
board
of directors has established an audit committee which consists of Mr. Rocamboli
and
Dr.
Lau,
both of whom are independent directors
.
The
Board has further determined that Dr. Lau qualifies as an “audit committee
financial expert,” as defined under Item 407(d)(5) of Regulation S-B
promulgated under the Securities Exchange Act of 1934.
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ITEM
10.
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EXECUTIVE
COMPENSATION.
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Executive
Compensation
Summary
Compensation Table
The
following table sets forth all of the compensation awarded to, earned by or
paid
to (i) each individual serving as our principal executive officer during
our last completed fiscal year; and (ii) each other individual that served
as our executive officer at the conclusion of the fiscal year ended
December 31, 2007 and who received in excess of $100,000 in the form of
salary and bonus during such fiscal year (collectively, the “named executives”).
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Name and
Principal Position
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Year
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Salary
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Bonus
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Option Awards (1)
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Non-Equity
Incentive Plan
Compensation
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All Other
Compensation
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Total
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Michael
D. Becker
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2007
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$
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40,894
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(2)
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$
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-0-
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$
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45,954
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(3)
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$
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-0-
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$
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-0-
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$
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86,848
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Chief
Executive Officer and President
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2006
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–
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–
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–
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–
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–
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–
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Edward
C. Bradley, M.D.
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2007
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$
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273,679
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(4)
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$
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-0-
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$
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111,013
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(5)
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$
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-0-
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$
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-0-
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$
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384,692
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Former
Chief Scientific and Medical Officer
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2006
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–
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–
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–
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–
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–
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–
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Brian
Lenz
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2007
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$
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185,000
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$
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-0-
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$
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92,542
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(6)
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$
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36,483
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(7)
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$
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-0-
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$
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314,025
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Chief
Financial Officer and Treasurer
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2006
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134,583
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-0-
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86,546
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24,412
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3,600
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(7)
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249,141
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Daniel
E. Greenleaf
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2007
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$
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311,013
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$
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100,000
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87,026
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$
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100,000
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(9)
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$
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-0-
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$
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598,039
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Former
Chief Executive Officer and President
(8)
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2006
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360,000
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100,000
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818,053
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100,000
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-0-
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1,378,053
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(1)
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Amount
reflects the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2007 in accordance
with SFAS 123(R) of stock option awards, and may include amounts
from
awards granted in and prior to fiscal year 2007. Assumptions used
in the
calculation of this amount for employees are identified in Note 8
to our
annual financial statements for the year ended December 31, 2007
included
elsewhere in this Annual Report.
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(2)
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Pursuant
to Mr. Becker’s employment agreement dated November 11, 2007, Mr. Becker’s
employment commenced with the Company on November 21, 2007, and is
for a
four year term. Mr. Becker’s annual salary is $358,400.
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(3)
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Amount
reflects the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2007 in accordance
with SFAS 123(R), of the following stock option awards: (i) the
vesting of a 5,013,343 share option granted on November 21, 2007
which
vests in equal installments over four years; and (ii) the vesting of
a portion of shares subject to an option to purchase an aggregate
of
856,400 shares granted November 21, 2007 which vests in equal amounts
over
four years, but is subject to vesting to the extent the Company’s shares
held in escrow in connection with its acquisition of Greenwich
Therapeutics, Inc. are released. On December 4, 2007, 299,740 shares
of
such escrowed shares were released. Thus, 214,100 share options vest
on
November 21, 2008 and 85,640 vest on November 21, 2009.
|
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(4)
|
Pursuant
to Dr. Bradley’s employment agreement dated February 1, 2007, Dr. Bradley
is entitled to receive a salary of $330,000 on an annualized basis.
On
March 20, 2008, Dr. Bradley entered into an agreement with the Company
which provided for a reduction in his base salary from $330,000 to
$165,000. In addition, the agreement provided for a reduction in
the
number of hours of service required to be provided by Dr. Bradley
to the
Company. On April 11, 2008, Dr. Bradley resigned from his part-time
position with the Company.
|
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(5)
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Amount
reflects the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2007 in accordance
with
SFAS 123(R) of the following stock option awards: (i) the vesting
of
one-third of a 700,000 share option granted on February 1, 2007 which
vests in equal amounts over 3 years.
|
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(6)
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Amount
reflects the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2007 in accordance
with
SFAS 123(R) of the following stock option awards: (i) the vesting
of
one-third of a 25,000 share option granted on April 19, 2004 which
vests
in equal amounts over 3 years; (ii) the vesting of one-third of a
60,000
share option granted on January 24, 2005 which vests in equal amounts
over
3 years; (iii) the vesting of one-third of a 100,000 share option
granted
on November 29, 2005, which vests in equal amounts over 3 years;
(iv) the
vesting of one-third of a 100,000 share option granted on March 31,
2006,
which vests in equal amounts over 3 years; and (v) the vesting of
one-third of a 100,000 share option granted on May 11, 2007, which
vests
in equal amounts over 3 years.
|
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(7)
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Amount
represents a cash bonus awarded based upon the satisfaction of performance
criteria established by our Board of Directors. See “– Employment
Agreements with Named Executives – Brian Lenz – Bonus
Compensation.”
|
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(8)
|
Pursuant
to Mr. Greenleaf’s employment agreement, he is entitled to a bonus of
$100,000 upon each anniversary of his agreement. On November 14,
2007, the
Company and Mr. Greenleaf, the Company’s former President & Chief
Executive Officer, entered into a Separation and Release Agreement.
Pursuant to the Separation Agreement, the Company and Mr. Greenleaf
agreed
that Mr. Greenleaf’s employment with the Company terminated as of November
9, 2007, and that Mr. Greenleaf resigned from all positions as officer
and
director of the Company.
|
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(9)
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Amount
represents a cash bonus awarded based upon the satisfaction of performance
criteria established by our Board of Directors. See “– Employment
Agreements with Named Executives – Daniel Greenleaf – Bonus
Compensation.”
|
Employment
Agreements with Named Executives
Michael
D. Becker
Chief
Executive Officer and President
On
November 11, 2007 we entered into an employment agreement (the “Becker
Agreement”) with Michael D. Becker, our President and Chief Executive Officer.
Pursuant to the agreement, Mr. Becker’s employment with the Company is for a
four year term, commencing on November 21, 2007. Mr. Becker is entitled to
receive an annual base salary of $358,400. Additionally, the agreement provides
that Mr. Becker is eligible for one-time milestone-based cash bonus payments,
as
follows: (i) $150,000 in the event that the Company receives gross proceeds
equal to or in excess of $10 million as a result of the sale of its securities
in one or a series of related transactions; (ii) $125,000 upon such time that
our market capitalization exceeds $125 million for a period of fifteen
consecutive trading days, and the average trading volume of the Company’s common
stock is at least 100,000 shares per trading day; (iii) $500,000 upon such
time
that our market capitalization exceeds $250 million for a period of fifteen
consecutive trading days, and the average trading volume of the Company’s common
stock is at least 200,000 shares per trading day; (iv) $1,000,000 upon such
time
that our market capitalization exceeds $500 million for a period of fifteen
consecutive trading days, and the average trading volume of the Company’s common
stock is at least 300,000 shares per trading day; and (v) $2,000,000 upon such
time that our market capitalization exceeds $1 billion for a period of fifteen
consecutive trading days, and the average trading volume of the Company’s common
stock is at least 400,000 shares per trading day.
Pursuant
to the Becker Agreement, the Company also issued to Mr. Becker a ten-year option
under our 2003 Stock Option Plan, to purchase 5,013,343 shares of our common
stock at an exercise price of $0.30 per share. The options vests in four equal
annual installments commencing on November 21, 2008. Additionally, pursuant
to
Mr. Becker’s employment agreement, the Company issued 856,400 additional stock
options (referred to as the “Merger Option”) on November 21, 2007, at an
exercise of $0.30 per share. The merger options vest in four equal annual
installments commencing on November 21, 2008, however in addition to such
vesting, the Merger Option is only exercisable to the extent the Company’s
shares which are held in escrow in connection with its acquisition of Greenwich
Therapeutics, Inc. in October 2005, are released. On December 4, 2007, 35%
of
the escrowed shares were released. Therefore, 299,740 shares, representing
35%
of the Merger Option, vest and are exercisable as follows: 214,100 shares vest
and are exercisable on November 21, 2008, and 85,640 shares vest and are
exercisable on November 21, 2009.
Notwithstanding
the 4-year term of the Becker Agreement, either party has the right to terminate
the agreement and Mr. Becker’s employment sooner. In the event the Company
terminates his employment upon a “change of control” or for a reason other than
for “cause” or
Mr.
Becker’s death or disability, or if Mr. Becker terminates his employment for
“good reason,” then the Company will continue pay to Mr. Becker his base salary
and will provide health insurance coverage for a period of 12 months. In
addition, the unvested portions of the Stock Options that are scheduled to
vest
on the next anniversary date of Mr. Becker’s employment shall accelerate and be
deemed vested as of the termination date and shall remain exercisable for a
period of 90 days. However, to the extent any portion of the Merger Option
has
not become exercisable because all or a portion of the Greenwich escrowed shares
have not been released from escrow, then the Merger Option, or any such portion,
will be forfeited. Notwithstanding the foregoing, if Mr. Becker’s employment is
terminated by the Company in connection with specified change of control
transactions, then all Stock Options shall accelerate and be deemed vested
as of
such termination date. If the Company terminates Mr. Becker’s employment for
“cause” or if Mr. Becker terminates his employment for a reason other that “good
reason,” then the Company is only obligated to pay to Mr. Becker his accrued and
unpaid base salary through the date of termination. If Mr. Becker’s employment
is terminated as a result of his death or disability, then the Company will
also
pay to Mr. Becker or his estate his annualized base salary for a period of
6
months and will provide health insurance for a period of 12 months from such
termination.
The
term
“cause” under the Becker Agreement means the following conduct or actions taken
by Mr. Becker:
|
|
·
|
his
willful and repeated failure or refusal to perform his material duties
or
obligations;
|
|
|
·
|
any
willful, intentional or grossly negligent act having the effect of
injuring, in a material way (whether financial or otherwise), the
Company’s business or reputation;
|
|
|
·
|
willful
misconduct by in respect of his material duties or obligations;
|
|
|
·
|
his
indictment of any felony involving a crime of moral turpitude;
|
|
|
·
|
the
determination by the Company that Mr. Becker engaged in material
harassment or discrimination prohibited by law;
|
|
|
·
|
any
misappropriation or embezzlement of the Company’s property;
|
|
|
·
|
a
breach of the non-solicitation, non-competition, invention assignment
and
confidentiality provisions of the Becker Agreement; or
|
|
|
·
|
a
material breach of any other material provision of the Becker Agreement
that is not cured within 30 days after written notice thereof is
given by
the Company.
|
The
term
“change of control” under the Becker Agreement means any of the following: (A)
the direct or indirect acquisition by a person in one or a series of related
transactions of Company securities representing more than 50% of its combined
voting power; (B) a merger, consolidation, reorganization or share exchange
involving the Company, or the sale of all or substantially all of the Company’s
assets, unless the beneficial owners of the Company’s securities immediately
prior to such transaction continue to hold more than 50% of the combined voting
power of the then-outstanding securities.
The
term
“good reason” means:
|
|
·
|
a
material reduction by the Company of Mr. Becker’s compensation or
benefits;
|
|
|
·
|
a
material reduction or change in Mr. Becker’s duties, responsibilities or
position;
|
|
|
·
|
a
material breach by the Company of any material term of the Becker
Agreement; or
|
|
|
·
|
a
relocation of the principal place of employment by more than 50 miles
without Mr. Becker’s consent.
|
The
Becker Agreement also provides for customary covenants that preclude Mr. Becker
from disclosing the Company’s confidential information, require him to assign
certain inventions to the Company, restrict his ability to compete with the
Company during his employment and for a 12-month period thereafter, and prohibit
Mr. Becker from soliciting Company employees to leave the Company’s employ
during the 12-month period following his employment termination.
Edward
C. Bradley
Former
Chief Scientific and Medical Officer
On
February 1, 2007 the Company entered into an employment agreement with Edward
C.
Bradley, M.D., as its Chief Scientific and Medical Officer. The agreement was
for an indefinite term beginning on February 1, 2007 and provided for an initial
base salary of $330,000, plus an annual target bonus of up to 20% of base salary
based upon his personal performance and an additional amount of up to 10% of
base salary based upon Company performance. Pursuant to the employment
agreement, Dr. Bradley received stock options to purchase 700,000 shares of
the
Company’s common stock. The options vest in three equal annual installments,
commencing in February 2008 and will be exercisable at a price per share equal
to $0.55. The employment agreement also entitled Dr. Bradley to certain
severance benefits. In the event that the Company terminated Dr. Bradley’s
employment without cause, then Dr. Bradley was entitled to receive his then
annualized base salary for a period of six months. If Dr. Bradley’s employment
was terminated without cause, and within a year of a change of control, then
Dr.
Bradley was entitled to receive his then annualized base salary for a period
of
one year, and he was entitled to receive any bonuses he has earned at the time
of his termination. For the fiscal year ended December 31, 2007, Mr. Bradley
was
not entitled to receive any bonus payout.
On
March
20, 2008, Dr. Bradley entered into an agreement with the Company to reduce
his
base salary from $330,000 to $165,000. In addition, the agreement reduced Dr.
Bradley’s required number of hours of service to the Company. On April 11, 2008,
Dr. Bradley resigned from his part-time position with the Company. Pursuant
to
the terms of his employment agreement, stock options representing 233,333 shares
of the Company's common stock vested on February 1, 2008, and the balance of
the
stock options were forfeited. However, on April 15, 2008, the Company agreed
to
immediately vest an additional 233,333 shares subject to Dr. Bradley's stock
options, so that as of April 15, 2008, Dr. Bradley's right to purchase an
aggregate of 466,666 shares subject to his stock option is vested and
exercisable. The Company also extended the exercise period with respect to
Dr.
Bradley's options until December 31, 2008. The Company has no other obligations
to pay Dr. Bradley any further compensation.
Brian
Lenz
Chief
Financial Officer and Treasurer
Base
Compensation.
We do
not have a formal employment agreement with Mr. Lenz, other than the severance
benefits agreement described below. However, Mr. Lenz’s current compensation
arrangement currently provides that he receives an annual base salary of
$185,000,
plus
an
annual target bonus of up to 20% of base salary based upon his personal
performance and an additional amount of up to 10% of base salary based upon
Company performance,
and
he is
eligible to receive health care benefits. For the fiscal year 2006, Mr. Lenz
received an automobile allowance of $3,600, which was discontinued in
2007.
Bonus
Compensation.
Mr.
Lenz
is also eligible to receive an annual cash bonus upon achievement of certain
performance criteria established by our Board each year. The following table
describes the criteria, the maximum amount for which Mr. Lenz was eligible
to
receive for 2007 for fully satisfying each criterion, and the amount he was
paid
for each such criterion for 2007:
|
2007 Criteria
|
|
Eligible Amount
|
|
Amount Awarded
|
|
|
Completion
of financings resulting in gross proceeds of a targeted amount
|
|
$
|
11,100
|
|
$
|
0
|
|
|
Listing
of common stock on a national securities exchange
|
|
$
|
16,650
|
|
$
|
0
|
|
|
Company’s
initiation of 5 Phase II corporate sponsored clinical trials
|
|
$
|
5,550
|
|
$
|
0
|
|
|
Chiral
Quest sale process completion
|
|
$
|
16,650
|
|
$
|
16,650
|
|
|
Qualitative
factors relating to leadership, teamwork, peer interaction, initiative
and
communication
|
|
$
|
5,550
|
|
$
|
0
|
|
|
Total
|
|
$
|
55,500
|
|
$
|
16,650
|
|
In
addition, in March 2007, we entered into a letter agreement with Mr. Lenz that
provided for additional compensation upon the event we sell our Chiral Quest
subsidiary. Specifically, we paid Mr. Lenz a cash payment equal to 1.1667%
or
$19,833 of the gross proceeds received by us in connection with a sale of Chiral
Quest.
In
addition to cash bonus compensation, Mr. Lenz also received a stock option
grant
in May 2007 relating to 100,000 shares of our common stock at an exercise price
of $0.55 per share. This option, which was issued under our 2003 Stock Option
Plan, vests in 3 annual installments commencing May 2008.
Severance,
Change of Control and Termination Provisions.
We
entered into a severance benefits agreement with Mr. Lenz in August 2006. The
agreement provides that, in the event we terminate Mr. Lenz’s employment within
one year following a “change of control” and such termination is either without
“cause,” or is a “constructive termination,” then (i) Mr. Lenz shall be entitled
to receive 12 months of his then annual base compensation, payable in
semi-monthly installments, (ii) any and all outstanding options to purchase
shares of our common stock granted to Mr. Lenz shall immediately vest and become
immediately exercisable (whether granted before or after the date of the
severance benefits agreement), and (iii) Mr. Lenz shall be entitled to
participate in our health care and insurance benefits program for a period
of 12
months thereafter. If Mr. Lenz’s employment is terminated at a time other than a
one-year period following a change of control and is without cause, then Mr.
Lenz shall be entitled to receive (A) one-half of his then annual compensation,
payable in semi-monthly installments over a period of six months and (B) our
health care and insurance benefits program over a period of six months
thereafter.
Under
the
severance benefits agreement, “change of control” has the meaning given that
term in our 2003 Stock Option Plan, where it is defined as the occurrence of
one
of the following events:
|
|
·
|
the
sale, lease, exchange or other transfer, directly or indirectly,
of
substantially all of the assets of the Company (in one transaction
or in a
series of related transactions) to a person or entity that is not
controlled by the Company;
|
|
|
·
|
the
approval by our shareholders of any plan or proposal for the liquidation
or dissolution of the Company;
|
|
|
·
|
any
person becomes after the effective date of the Plan the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of (i) 20% or more, but not 50% or more, of the combined voting power
of
our outstanding securities ordinarily having the right to vote at
elections of directors, unless the transaction resulting in such
ownership
has been approved in advance by the board members who continue as
directors, or (ii) 50% or more of the combined voting power of our
outstanding securities ordinarily having the right to vote at elections
of
directors (regardless of any approval by the continuing directors);
provided that a traditional institution or venture capital financing
transaction shall be excluded from this
definition;
|
|
|
·
|
a
merger or consolidation to which we are a party if our shareholders
immediately prior to effective date of such merger or consolidation
have
beneficially own, immediately following the effective date of such
merger
or consolidation, securities of the surviving corporation representing
(i)
50% or more, but less than 80%, of the combined voting power of the
surviving corporation’s then outstanding securities ordinarily having the
right to vote at elections of directors, unless such merger or
consolidation has been approved in advance by our continuing directors,
or
(ii) less than 50% of the combined voting power of the surviving
corporation’s then outstanding securities (regardless of any approval by
our continuing directors; or
|
|
|
·
|
after
the date our securities are first sold in a registered public offering,
our continuing directors cease for any reason to constitute at least
a
majority of the Board.
|
Under
Mr.
Lenz’s severance benefits agreement, “cause” means (i) the conviction of a
felony; (ii) the conviction of theft or embezzlement of our property, or the
commission of an act involving moral turpitude that materially and adversely
affects our reputation and business prospects; and (iii) Mr. Lenz’s failure to
substantially perform his material duties and responsibilities, provide we
first
send Mr. Lenz written notice of such failure and allow between 30 and 90 days
to
cure such non-performance.
Under
Mr.
Lenz’s severance benefits agreement, a “constructive termination” is deemed to
occur when he has been demoted or his duties have been materially reduced,
there
has been an adverse change in his annual base salary or benefits, or he has
been
subject to discrimination prohibited by federal or state law.
Daniel
Greenleaf
Former
Chief Executive Officer and President
On
November 14, 2007, the Company and Daniel Greenleaf, the Company’s former
President and Chief Executive Officer, entered into a Separation and Release
Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement,
the parties mutually agreed that Mr. Greenleaf’s employment with the Company
terminated as of November 9, 2007, and that Mr. Greenleaf resigned from all
positions as officer and director of the Company. The Separation Agreement
provides for the following compensation to be paid to Mr. Greenleaf following
his separation from the Company: (i) Mr. Greenleaf will receive his annualized
base salary of $360,000 through November 15, 2007; (ii) Mr. Greenleaf will
receive his annualized base salary of $360,000 for a period of 6 months
commencing on or about May 10, 2008; (iii) Mr. Greenleaf will receive a lump
sum
payment of $70,000 payable on or before March 31, 2008; and (iv) the Company
will reimburse Mr. Greenleaf for health insurance for a period of up to 12
months. Under the Separation Agreement, the parties agreed to release each
other
from certain legal claims, known or unknown, as of the date of the agreement,
and the Company also released Mr. Greenleaf from the covenant not to compete
contained in his employment agreement with the Company dated February 1,
2005.
Option
Grants.
Pursuant
to Mr. Greenleaf’s separation agreement, Mr. Greenleaf waived his right to any
stock options that have not vested as of the separation date. Therefore, of
the
total 2,731,056 options grants issued to Mr. Greenleaf during his employment,
Mr. Greenleaf forfeited a total of 976,115, and the remaining 1,754,940 option
grants are exercisable within 12 months of the separation date.
Bonus
Compensation.
Mr.
Greenleaf is also eligible to receive an annual cash bonus upon achievement
of
certain performance criteria established by our Board each year. The following
table describes the criteria, the maximum amount for which Mr. Greenleaf was
eligible to receive for 2007 for fully satisfying each criterion, and the amount
he was paid for each such criterion for 2007:
|
2007 Criteria
|
|
Eligible Amount
|
|
Amount Awarded
|
|
|
Completion
of financings resulting in gross proceeds of a targeted
amount
|
|
$
|
40,000
|
|
$
|
0
|
|
|
Listing
of common stock on national securities exchange
|
|
$
|
50,000
|
|
$
|
0
|
|
|
Company’s
initiation of 5 Phase II corporate sponsored clinical
trials
|
|
$
|
30,000
|
|
$
|
0
|
|
|
Company’s
completion of enrollment of 3 Phase II clinical trials
|
|
$
|
20,000
|
|
$
|
0
|
|
|
Acquisition
of a compound as approved by the Board of Directors
|
|
$
|
30,000
|
|
$
|
30,000
|
|
|
Sale
of Chiral Quest
|
|
$
|
40,000
|
|
$
|
40,000
|
|
|
Acceptance
of NDA filing for review for Leishmaniasis
|
|
$
|
15,000
|
|
$
|
0
|
|
|
Qualitative
factors relating to leadership, teamwork, peer interaction, initiative
and
communication
|
|
$
|
25,000
|
|
$
|
0
|
|
|
Total
|
|
$
|
250,000
|
|
$
|
70,000
|
|
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth information regarding each unexercised option held
by
each of our named executive officers as of December 31, 2007. All of the option
awards described in the following table were issued pursuant to our 2003 Stock
Option Plan.
|
Name
|
|
Number of
Securities
Underlying
Unexercised Options
Exercisable
|
|
Number of
Securities
Underlying
Unexercised Options
Unexercisable
|
|
Option
Exercise Price
|
|
Option
Expiration Date
|
|
|
Michael
D. Becker
|
|
|
–
|
|
|
5,013,343
|
(2)
|
$
|
0.30
|
|
|
11/21/2017
|
|
|
|
|
|
–
|
|
|
299,740
|
(2)
|
$
|
0.30
|
|
|
11/21/2017
|
|
|
Brian
Lenz
|
|
|
15,000
|
(3)
|
|
–
|
|
$
|
1.67
|
|
|
10/06/2013
|
|
|
|
|
|
25,000
|
(4)
|
|
–
|
(4)
|
$
|
1.40
|
|
|
04/19/2014
|
|
|
|
|
|
40,000
|
(5)
|
|
20,000
|
(5)
|
$
|
1.08
|
|
|
01/24/2015
|
|
|
|
|
|
66,667
|
(6)
|
|
33,333
|
(6)
|
$
|
1.03
|
|
|
11/29/2015
|
|
|
|
|
|
33,333
|
(7)
|
|
66,667
|
(7)
|
$
|
0.85
|
|
|
03/31/2016
|
|
|
|
|
|
–
|
(8)
|
|
100,000
|
(8)
|
$
|
0.55
|
|
|
05/11/2017
|
|
|
Edward
C. Bradley
|
|
|
–
|
|
|
700,000
|
(9)
|
$
|
0.55
|
|
|
02/01/2017
|
|
|
Daniel
Greenleaf
|
|
|
594,264
|
(10)
|
|
–
|
|
$
|
0.88
|
|
|
11/08/2008
|
|
|
|
|
|
963,386
|
(10)
|
|
–
|
|
$
|
0.89
|
|
|
11/08/2008
|
|
|
|
|
|
197,290
|
(10)
|
|
–
|
|
$
|
0.56
|
|
|
11/08/2008
|
|
|
(1)
|
All
options granted pursuant to our 2003 Stock Option Plan.
|
|
(2)
|
Options
were granted in accordance with Mr. Becker’s employment agreement dated
November 11, 2007. Pursuant to Mr. Becker’s employment agreement, the
Company issued 5,013,343 shares of the Company’s common stock, equal to
10% of the outstanding shares of common stock of the Company at
the date
of the employment agreement. Additionally, the Company issued to
Mr.
Becker merger options to purchase 856,440 shares of the Company’s common
stock on the date of the employment agreement, equal to 10% of
the shares
of common stock that have not been released from escrow pursuant
to the
Greenwich Therapeutics, Inc. acquisition in October 2005. As stated
above,
35% of the shares held in escrow were released on December 4, 2007,
and a
commensurate portion of Mr. Becker’s option to purchase 856,400
immediately vested.
|
|
(3)
|
Options
were granted on October 6, 2003 and vested in three equal amounts
on each
of October 6, 2004, October 6, 2005 and October 6,
2006.
|
|
(4)
|
Options
were granted on April 19, 2004 and vested in three equal amounts
on each
of April 19, 2005, April 19, 2006 and April 19, 2007.
|
|
(5)
|
Options
were granted on January 24, 2005 and vest in three equal amounts
on each
of January 24, 2006, January 24, 2007, and January 24,
2008.
|
|
(6)
|
Options
were granted on November 29, 2005 and vest in three equal amounts
on each
of November 29, 2006, November 29, 2007, and November 29,
2008.
|
|
(7)
|
Options
were granted on March 31, 2006 and vest in three equal amounts
on each of
March 31, 2007, March 31, 2008, and March 31, 2009.
|
|
(8)
|
Options
were granted on May 11, 2007 and vest in three equal amounts on
each of
May 11, 2008, May 11, 2009, and May 11, 2010.
|
|
(9)
|
Upon
commencement of Dr. Bradley’s employment with the Company, Dr. Bradley had
received stock options to purchase 700,000 shares of the Company's
common
stock. The terms of his employment agreement provided that stock
options
representing 233,333 shares of the Company's common stock vested
on
February 1, 2008, with the balance of the stock options to vest
in equal
installments on February 1, 2009 and 2010. As disclosed above,
Dr. Bradley
resigned from his position with the Company on April 11, 2008.
See “ -
Employment Agreements with Named Executives - Edward C.
Bradley.”
|
|
(10)
|
Options
vested in accordance with Mr. Greenleaf’s separation agreement with the
Company dated November 14,
2007.
|
Executive
Compensation under the 2003 Stock Option Plan
As
of
December 31, 2007, we have outstanding 13,500,000 stock options issued
under our 2003 Stock Option Plan, of which 10,133,390 have been issued to the
named executives through December 31, 2007.
Director
Compensation
On
April
5, 2006, our board of directors approved a compensation plan for our outside
directors. Pursuant to the plan, each non-employee director serving on the
board
is entitled to receive $15,000 per year, payable upon reelection to the board
by
the shareholders. Additionally, the chair of the audit committee of the board
shall receive $4,000 yearly and each member of a committee is entitled to
receive $1,000 upon each meeting of a committee. Directors who are employees
of
the Company do not receive compensation for their service on the Board and
shall
only receive compensation in their capacities as employees.
The
following table shows the compensation earned by each of our non-employee
directors for the year ended December 31, 2007:
|
Name
|
|
Fees Earned or
Paid in Cash
|
|
Option
Awards
|
|
All Other
Compensation
|
|
Total
|
|
|
Vincent
M. Aita (1)
|
|
$
|
17,000
|
|
$
|
12,651
|
(1)
|
$
|
–
|
|
$
|
29,651
|
|
|
Johnson
Y.N. Lau
|
|
$
|
20,000
|
|
$
|
76,657
|
(2)
|
$
|
–
|
|
$
|
96,657
|
|
|
Stephen
C. Rocamboli
|
|
$
|
17,000
|
|
$
|
18,660
|
(3)
|
$
|
–
|
|
$
|
35,660
|
|
|
Stephen
A. Roth (4)
|
|
$
|
17,000
|
|
$
|
60,712
|
(4)
|
$
|
–
|
|
$
|
77,712
|
|
|
Michael
Weiser
|
|
$
|
16,000
|
|
$
|
18,660
|
(3)
|
$
|
–
|
|
$
|
34,660
|
|
|
Xumu
Zhang (5)
|
|
$
|
–
|
|
$
|
3,085
|
(5)
|
$
|
45,000
|
(6)
|
$
|
48,085
|
|
|
(1)
|
Mr.
Aita resigned from the Board of Directors on September 10, 2007.
Amount
reflects the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2007, in accordance
with
SFAS 123R, of the award and immediate vesting of one-third of 100,000
options granted on July 11, 2007.
|
|
(2)
|
Amount
reflects the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2007, in accordance
with
SFAS 123R, of the following stock options awards: (i) the vesting
of
one-third of 170,000 options granted on January 12, 2006 which
vest in
three equal installments beginning on January 12, 2007; (ii) the
vesting
of 75,000 options on March 31, 2007; (iii) the immediate vesting
of
one-third of 100,000 options granted on July 11, 2007, and the
remaining
two-thirds vest equally on July 11, 2008 and July 11, 2009. Assumptions
used in the calculation of this amount for employees are identified
in Note 8 to our financial statements for the year ended
December 31, 2007 as included in our Form 10-KSB for the year ended
December 31, 2007.
|
|
(3)
|
Amount
reflects the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2007, in accordance
with
SFAS 123R, of the award of the immediate vesting of one-third of
100,000
options granted on July 11, 2007, and the remaining two-thirds
vest
equally on July 11, 2008 and July 11, 2009. Assumptions used in
the
calculation of this amount for employees are identified in Note 8 to
our financial statements for the year ended December 31, 2007 as
included in our Form 10-KSB for the year ended December 31,
2007.
|
|
(4)
|
Mr.
Roth resigned from the Board of Directors on July 16, 2007. Amount
reflects the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2007, in accordance
with
SFAS 123R, of the following stock option awards: (i) the vesting
of
one-third of 120,000 options granted on January 12, 2006 on January
12,
2007. Assumptions used in the calculation of this amount for employees
are
identified in Note 8 to our financial statements for the year
ended December 31, 2007 as included in our Form 10-KSB for the
year ended
December 31, 2007.
|
|
(5)
|
Mr.
Zhang resigned from the Board of Directors on July 16, 2007. Amount
reflects the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2007, in accordance
with
SFAS 123R, of the vesting of one-quarter of 650,052 options on
June 15,
2007 that represented the last annual installment of the option
granted on
June 15, 2003. Assumptions used in the calculation of this amount
for
employees are identified in Note 8 to our financial statements
for the year ended December 31, 2007 as included in our Form 10-KSB
for
the year ended December 31, 2007.
|
|
(6)
|
The
Company and Dr. Zhang entered into a Consulting Agreement dated
May 15,
2003, which expired May 14, 2007, by which Dr. Zhang provides consulting
services for the Company and received an annual consulting fee
of
$120,000, payable in bi-monthly
installments.
|
Compensation
Committee Interlocks and Insider Participation
There
were no interlocks or other relationships with other entities among our
executive officers and directors that are required to be disclosed under
applicable SEC regulations relating to compensation committee interlocks and
insider participation.
|
ITEM
11.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDERS MATTERS.
|
The
following table sets forth certain information regarding the ownership of our
common stock as of April 23, 2008 by: (i) each director and nominee for
director; (ii) each of our current executive officers; (iii) all of our
directors and executive officers as a group; and (iv) all those known by us
to
be beneficial owners of at least five percent of our common stock. Beneficial
ownership is determined under rules promulgated by the SEC. Under those rules,
beneficial ownership includes any shares as to which the individual has sole
or
shared voting power or investment power and also any shares which the individual
has the right to acquire within 60 days of the date hereof, through the exercise
or conversion of any stock option, convertible security, warrant or other right.
Inclusion of shares in the table does not, however, constitute an admission
that
the named shareholder is a direct or indirect beneficial owner of those shares.
Unless otherwise indicated, each person or entity named in the table has sole
voting power and investment power (or shares that power with that person’s
spouse) with respect to all shares of capital stock listed as owned by that
person or entity. Unless otherwise indicated, the address of each of the
following persons is 180 Mount Airy Road, Suite 102, Basking Ridge, New Jersey
07920.
|
Name and Address
|
|
Number of Shares
Beneficially Owned
(1)
|
|
Percentage
of Class
|
|
|
Michael
D. Becker
|
|
|
50,000
|
(1)
|
|
*
|
|
|
Brian
Lenz
|
|
|
535,703
|
(2)
|
|
*
|
|
|
Stephen
C. Rocamboli
|
|
|
958,402
|
(3)
|
|
*
|
|
|
Michael
Weiser, M.D., Ph.D.
|
|
|
2,039,362
|
(4)
|
|
1.7
|
|
|
Edward
C. Bradley, M.D.
|
|
|
476,666
|
(5)
|
|
*
|
|
|
Johnson
Y.N. Lau, M.D., Ph.D.
|
|
|
330,000
|
(6)
|
|
*
|
|
|
All
Executive Officers and Directors as a group (6 persons)
|
|
|
4,354,549
|
|
|
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Lester
Lipschutz
1650
Arch Street – 22
nd
Floor
Philadelphia,
PA 19103
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10,541,364
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(7)
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8.7
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Lindsay
A. Rosenwald
787
7
th
Avenue, 48
th
Floor
New
York, NY 10019
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16,222,314
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(8)
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13.4
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*
Less
than 1%.
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(1)
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Represents
50,000 shares purchased on January 14, 2008.
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(2)
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Represents:
(i) shares issuable upon exercise (at a price of $1.67 per share)
of an
option, 15,000 shares of which were vested as of October 6, 2006;
(ii)
shares issuable upon exercise (at a price of $1.40 per share) of
an
option, 25,000 of which were vested as of April 19, 2007; (iii)
shares
issuable upon exercise (at a price of $1.08 per share) of an option,
20,000 shares of which were vested as of January 24, 2008; (iv)
shares
issuable upon exercise (at a price of $1.03 per share) of an option
66,667
shares of which vested as of November 29, 2007; (v) shares issuable
upon
exercise (at a price of $0.85 per share) of an option, of which
66,667
shares were vested as of March 31, 2008; (vi) shares issuable upon
exercise (at a price of $0.55 per share) of an option, 33,334 shares
of
which will vest on May 11, 2008; (vii) shares issuable upon exercise
of a
warrant issued on June 29, 2007, to purchase 3,289 shares at a
price of
$0.40; (viii) 5,000 shares purchased December 9, 2005; (ix) 10,000
shares
purchased on January 14, 2008; (x) 10 shares of Series A convertible
preferred stock and warrants which convert into 166,666 shares
common
stock and 86,622 warrants; and (xi) 0.285 shares of Series B convertible
preferred stock which converts into 750 shares of common stock.
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(3)
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Represents:
(i) 719,335 shares owned by, and 144,000 shares issuable upon the
exercise
of two warrants held by, Stephen C. Rocamboli as Trustee for The
Stephen
C. Rocamboli April 2005 Trust u/a/d April 7, 2005; (ii) 12,900
shares
issuable upon exercise (at a price of $1.96 per share) of an option
which
fully vested on October 28, 2006; (iii) 100,000 shares issuable
upon
exercise (at a price of $0.38 per share) of an option, 33,334 shares
were
vested as of July 11, 2007; and (iv) 15,500 shares purchased on
January
14, 2008.
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(4)
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Represents:
(i) 1,612,068 shares owned by, and 280,000 shares issuable upon
the
exercise of a warrant; (ii) 12,900 shares issuable upon exercise
(at a
price of $1.96 per share) of an option which fully vested on October
28,
2006; (iii) 100,000 shares issuable upon exercise (at a price of
$0.38 per
share) of an option, 33,334 shares were vested as of July 11, 2007;
and
(iv) 10.570 shares of Series B convertible stock and warrants which
convert into 27,816 shares of common stock and 6,578
warrants.
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(5)
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Represents:
(i) 10,000 shares purchased on February 7, 2007; and (ii) shares
issuable
upon exercise (at a price of $0.55 per share) of an option, 466,666
of
which were vested as of April 15, 2008.
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(6)
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Represents:
(i) shares issuable upon exercise (at a price of $0.75 per share)
of an
option, 170,000 shares of which 113,333 were vested as of January
12,
2008; (ii) shares issuable upon exercise (at a price of $0.85 per
share)
of an option to purchase 150,000 shares which fully vested on March
31,
2007; (iii) shares issuable upon exercise (at a price of $0.38
per share)
of an option, 33,334 shares of which vested on July 11,
2007.
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(7)
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Based
on Schedule 13G filed with the SEC on August 1, 2007. Represents
shares
owned equally by several trusts established for the benefit of
Dr. Lindsay
A. Rosenwald or members of his immediate family, for which Mr.
Lipschutz
is the trustee/investment manager, and over which he has voting
control
and investment power.
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(8)
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Based
on a Schedule 13G/A filed December 31, 2007, and includes (i) 1,285,485
shares issuable upon the exercise of warrants; (ii) 392,830 shares
held by
Paramount BioCapital Investments, LLC of which Dr. Rosenwald is
the
managing member. In addition, this total includes 500 shares of
Series A
convertible stock and warrants held by Capretti Grandi, LLC, of
which Dr.
Rosenwald is a controlling executive, which convert into 8,333,333
shares
of common stock and 4,166,666
warrants.
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Equity
Compensation Plan Information
The
following table sets forth, as of December 31, 2007, the (i) number of
securities to be issued upon the exercise of outstanding options, warrants
and
rights issued under our equity compensation plans, (ii) the weighted
average exercise price of such options, warrants and rights, and (iii) the
number of securities remaining available for future issuance under our equity
compensation plans. All outstanding options identified herein are governed
by
the terms of the Company’s 2003 Stock Option Plan, as amended (the “2003 Plan”).
The
brief
summary of the 2003 Plan which follows is qualified in its entirety by reference
to the complete text, a copy of which was attached as Exhibit 10.1 to our Annual
Report on Form 10-KSB for the year ended December 31, 2007.
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Number of securities to be
issued
upon exercise of
outstanding
options,
warrants
and rights
(a)
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Weighted-average
price of outstanding
options, warrants and
rights
(b)
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Number of securities
remaining available for
future
issuance under
equity compensation plan
(excluding
(a))
(c)
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Equity
compensation plans approved by security
holders
(1)
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7,500,000
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$
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0.57
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-0-
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Equity
compensation plans not approved by security
holde
(2)
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2,633,390
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$
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0.30
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3,366,610
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Total
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10,133,390
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$
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0.50
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3,366,610
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(1)
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Represents
shares issued under our 2003 Plan.
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(2)
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Represents shares issues under our 2003 Plan
in excess
of the number of shares of Common Stock approved for issuances
by our
shareholders under the 2003 Plan.
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General
In
June
2003, the Board approved and adopted the 2003 Plan. The shareholders approved
an
amendment to the 2003 Plan in May 2006 to increase the number of shares of
Common Stock authorized for issuance to a total of 6,500,000 shares of Common
Stock for issuance and another amendment in May 2007 to increase the number
of
Common Stock authorized for issuance to a total of 7,500,000. On November 16,
2007, the Board approved an amendment to the 2003 Plan to increase to 15,000,000
the number of shares of Common Stock authorized for issuance under the Plan.
As
of the date of this report, stock options relating to an aggregate of 10,133,390
shares of Common Stock had been granted at exercise prices ranging from $0.54
to
$11.20. Of those stock options, 7,500,000 were issued under the Plan as approved
by the shareholders and 2,633,390 were issued under the Plan as amended by
the
Board.
The
purpose of the Plan is to increase shareholder value and to advance the
interests of the Company by furnishing a variety of economic incentives, or
Incentives, designed to attract, retain and motivate employees of and
consultants to the Company.
The
Plan
provides that a committee, or the Committee, composed of at least two
disinterested members of the board of directors of the Company may grant
Incentives in the following forms: (a) stock options; (b) stock appreciation
rights, or SARs; (c) stock awards; (d) restricted stock; (e) performance shares;
and (f) cash awards. Incentives may be granted to participants who are employees
of or consultants to the Company (including officers and directors of the
Company who are also employees of or consultants to the Company) selected from
time to time by the Committee. In the event there is no Committee, then the
entire Board shall have responsibility for administering the 2003 Plan.
Types
of Incentives
Stock
Options
Under
the
2003 Plan, the Committee may grant non-qualified and incentive stock options
to
eligible participants to purchase shares of Common Stock from the Company.
The
2003 Plan confers on the Committee discretion, with respect to any such stock
option, to determine the number and purchase price of the shares subject to
the
option, the term of each option and the time or times during its term when
the
option becomes exercisable. The purchase price for incentive stock options
may
not be less than the fair market value of the shares subject to the option
on
the date of grant. The number of shares subject to an option will be reduced
proportionately to the extent that the optionee exercises a related SAR. The
term of a non-qualified option may not exceed 10 years from the date of grant
and the term of an incentive stock option may not exceed 10 years from the
date
of grant. Any option shall become immediately exercisable in the event of
specified changes in corporate ownership or control. The Committee may
accelerate the exercisability of any option. The Committee may approve the
purchase by the Company of an unexercised stock option for the difference
between the exercise price and the fair market value of the shares covered
by
such option.
The
option price may be paid in cash, check, bank draft or by delivery of shares
of
Common Stock valued at their fair market value at the time of purchase or by
withholding from the shares issuable upon exercise of the option shares of
Common Stock valued at their fair market value or as otherwise authorized by
the
Committee.
In
the
event that an optionee ceases to be an employee of or consultant to the Company
for any reason, including death, any stock option or unexercised portion thereof
which was otherwise exercisable on the date of termination of employment shall
expire at the time or times established by the Committee.
Stock
Appreciation Rights
A
stock
appreciation right, or a SAR, is a right to receive, without payment to the
Company, a number of shares, cash or any reverse stock split thereof, the amount
of which is determined pursuant to the formula described below. A SAR may be
granted with respect to any stock option granted under the Plan, or alone,
without reference to any stock option. A SAR granted with respect to any stock
option may be granted concurrently with the grant of such option or at such
later time as determined by the Committee and as to all or any portion of the
shares subject to the option.
The
2003
Plan confers on the Committee discretion to determine the number of shares
as to
which a SAR will relate as well as the duration and exercisability of a SAR.
In
the case of a SAR granted with respect to a stock option, the number of shares
of Common Stock to which the SAR pertains will be reduced in the same proportion
that the holder exercises the related option. The term of a SAR may not exceed
ten years and one day from the date of grant. Unless otherwise provided by
the
Committee, a SAR will be exercisable for the same time period as the stock
option to which it relates is exercisable. Any SAR shall become immediately
exercisable in the event of specified changes in corporate ownership or control.
The Committee may accelerate the exercisability of any SAR.
Upon
exercise of a SAR, the holder is entitled to receive an amount which is equal
to
the aggregate amount of the appreciation in the shares of Common Stock as to
which the SAR is exercised. For this purpose, the "appreciation" in the shares
consists of the amount by which the fair market value of the shares of Common
Stock on the exercise date exceeds (a) in the case of a SAR related to a stock
option, the purchase price of the shares under the option or (b) in the case
of
a SAR granted alone, without reference to a related stock option, an amount
determined by the Committee at the time of grant. The Committee may pay the
amount of this appreciation to the holder of the SAR by the delivery of Common
Stock, cash, or any reverse stock split of Common Stock and cash.
Restricted
Stock
Restricted
stock consists of the sale or transfer by the Company to an eligible participant
of one or more shares of Common Stock which are subject to restrictions on
their
sale or other transfer by the employee. The price at which restricted stock
will
be sold will be determined by the Committee, and it may vary from time to time
and among employees and may be less than the fair market value of the shares
at
the date of sale. All shares of restricted stock will be subject to such
restrictions as the Committee may determine. Subject to these restrictions
and
the other requirements of the 2003 Plan, a participant receiving restricted
stock shall have all of the rights of a shareholder as to those shares,
including, for example, the right to vote such shares.
Stock
Awards
Stock
awards consist of the transfer by the Company to an eligible participant of
shares of Common Stock, without payment, as additional compensation for services
to the Company. The number of shares transferred pursuant to any stock award
will be determined by the Committee.
Performance
Shares
Performance
shares consist of the grant by the Company to an eligible participant of a
contingent right to receive cash or payment of shares of Common Stock. The
performance shares shall be paid in shares of Common Stock to the extent
performance objectives set forth in the grant are achieved. The number of shares
granted and the performance criteria will be determined by the
Committee.
Non-Transferability
of Most Incentives
No
stock
option, SAR, performance share or restricted stock granted under the Plan is
transferable by its holder, except in the event of the holder's death, by will
or the laws of descent and distribution. During an employee's lifetime, an
Incentive may be exercised only by him or her or by his or her guardian or
legal
representative.
Amendment
to the Plan
The
Board
of Directors may amend or discontinue the 2003 Plan at any time. However, no
such amendment or discontinuance may, subject to adjustment in the event of
a
merger, recapitalization, or other corporate restructuring, (a) change or
impair, without the consent of the recipient thereof, an Incentive previously
granted, (b) materially increase the maximum number of shares of Common Stock
which may be issued to all participants under the 2003 Plan, (c) materially
change or expand the types of Incentives that may be granted under the 2003
Plan, (d) materially modify the requirements as to eligibility for participation
in the 2003 Plan, or (e) materially increase the benefits accruing to
participants. Certain 2003 Plan amendments require shareholder approval,
including amendments which would materially increase benefits accruing to
participants, increase the number of securities issuable under the 2003 Plan,
or
change the requirements for eligibility under the 2003 Plan.
Federal
Income Tax Consequences
The
following discussion sets forth certain United States income tax considerations
concerning the ownership of Common Stock. These tax considerations are stated
in
general terms and are based on the Internal Revenue Code of 1986, as amended,
regulations thereunder and judicial and administrative interpretations thereof.
This discussion does not address state or local tax considerations with respect
to the ownership of Common Stock. Moreover, the tax considerations relevant
to
ownership of Common Stock may vary depending on a holder's particular
status.
Long-term
capital gains currently are generally subject to lower tax rates than ordinary
income or short-term capital gains. The maximum long-term capital gains rate
for
federal income tax purposes is currently 15 percent while the maximum ordinary
income rate and short-term capital gains rate is effectively 35 percent.
Incentive
Stock Options.
Incentive
stock options under the 2003 Plan are intended to be eligible for the favorable
federal income tax treatment accorded “incentive stock options” under the Code.
There
generally are no federal income tax consequences to the option holder or the
Company by reason of the grant or exercise of an incentive stock option.
However, the exercise of an incentive stock option may increase the option
holder’s alternative minimum tax liability, if any.
If
an
option holder holds stock acquired through exercise of an incentive stock option
for at least two years from the date on which the option is granted and at
least
one year from the date on which the shares are transferred to the option holder
upon exercise of the option, any gain or loss on a disposition of such stock
will be a long-term capital gain or loss.
Generally,
if the option holder disposes of the stock before the expiration of either
of
these holding periods (a “disqualifying disposition”), then at the time of
disposition the option holder will realize taxable ordinary income equal to
the
lesser of (i) the excess of the stock’s fair market value on the date of
exercise over the exercise price, or (ii) the option holder’s actual gain,
if any, on the purchase and sale. The option holder’s additional gain or any
loss upon the disqualifying disposition will be a capital gain or loss, which
will be long-term or short-term depending on whether the stock was held for
more
than one year.
To
the
extent the option holder recognizes ordinary income by reason of a disqualifying
disposition, the Company will generally be entitled (subject to the requirement
of reasonableness, the provisions of Section 162(m) of the Code and the
satisfaction of a tax reporting obligation) to a corresponding business expense
deduction in the tax year in which the disqualifying disposition occurs.
Non-statutory
Stock Options.
Non-statutory
stock options granted under the 2003 Plan generally have the following federal
income tax consequences:
There
are
no tax consequences to the option holder or the Company by reason of the grant
of a non-statutory stock option. Upon exercise of a non-statutory stock option,
the option holder normally will recognize taxable ordinary income equal to
the
excess, if any, of the stock’s fair market value on the date of exercise over
the option exercise price. However, to the extent the stock is subject to
certain types of vesting restrictions, the taxable event will be delayed until
the vesting restrictions lapse unless the participant elects to be taxed on
receipt of the stock. With respect to employees, the Company is generally
required to withhold from regular wages or supplemental wage payments an amount
based on the ordinary income recognized. Subject to the requirement of
reasonableness, the provisions of Section 162(m) of the Code and the
satisfaction of a tax reporting obligation, the Company will generally be
entitled to a business expense deduction equal to the taxable ordinary income
realized by the option holder.
Upon
disposition of the stock, the option holder will recognize a capital gain or
loss equal to the difference between the selling price and the sum of the amount
paid for such stock plus any amount recognized as ordinary income upon exercise
of the option (or vesting of the stock). Such gain or loss will be long-term
or
short-term depending on whether the stock was held for more than one year.
Potential
Limitation on Company Deductions.
Section 162(m)
of the Code denies a deduction to any publicly held corporation for compensation
paid to certain “covered employees” in a taxable year to the extent that
compensation to such covered employee exceeds $1 million. It is possible
that compensation attributable to stock options, when combined with all other
types of compensation received by a covered employee from the Company, may
cause
this limitation to be exceeded in any particular year.
Certain
kinds of compensation, including qualified “performance-based compensation,” are
disregarded for purposes of the deduction limitation. In accordance with
Department of Treasury regulations issued under Section 162(m),
compensation attributable to stock options will qualify as performance-based
compensation if the option is granted by a compensation committee comprised
solely of “outside directors” and either (i) the plan contains a
per-employee limitation on the number of shares for which options may be granted
during a specified period, the per-employee limitation is approved by the
shareholders, and the exercise price of the option is no less than the fair
market value of the stock on the date of grant, or (ii) the option is
granted (or exercisable) only upon the achievement (as certified in writing
by
the compensation committee) of an objective performance goal established in
writing by the compensation committee while the outcome is substantially
uncertain, and the option is approved by shareholders. The 2003 Plan limits
the
number of shares relating to stock option grants awarded to an individual in
any
year to 900,000.
ITEM
12.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
,
AND DIRECTOR INDEPENDENCE
.
Related
Transactions
The
Company has engaged Paramount BioCapital, Inc., (“Paramount”) as our placement
agent during our 2007 and 2008 financing. Lindsay A. Rosenwald, M.D., is the
Chairman, CEO and sole stockholder and substantial stockholder of the Company.
The Company paid commissions of $119,700 and issued 450,000 warrants to
Paramount in connection with the 2007 financing, and paid commissions of
$207,200 and issued 4,932,500 warrants to Paramount in connection with the
2008
financing.
Director
Independence
In
determining whether the members of our Board and its committees are independent,
we have elected to use the definition of “independence” set forth by the
Marketplace Rule 4200(a)(15) of The Nasdaq Stock Market and the standards for
independence established by The Nasdaq Stock Market, whereby a majority of
the
members of a listed company’s board of directors must qualify as “independent”
as determined by the board. Our Board of Directors consults with our legal
counsel to ensure that the Board’s determinations are consistent with all
relevant securities and other laws and regulations regarding the definition
of
“independent,” including those set forth in the applicable listing standards of
The Nasdaq Stock Market. Consistent with these considerations, and after review
of all relevant transactions or relationships between each director, or any
of
his family members, and VioQuest Pharmaceuticals, Inc., its senior management
and its independent registered public accounting firm, the Board has determined
that Mr. Stephen C. Rocamboli, Dr. Johnson Y.N. Lau, and Dr. Michael Weiser,
are
independent directors within the meaning of the applicable listing standard
of
The Nasdaq Stock Market.
|
Exhibit
No.
|
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Description
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2.1
|
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Agreement
and Plan of Merger dated July 1, 2005 by and among the Registrant,
VQ
Acquisition Corp. and Greenwich Therapeutics, Inc. (incorporated
by
reference to Exhibit 2.1 to the Registrant’s Form 10-QSB filed November
14, 2005).
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2.2
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First
Amendment to Agreement and Plan of Merger dated August 19, 2005 by
and
among the Registrant, VQ Acquisition Corp. and Greenwich Therapeutics,
Inc. (incorporated by reference to Exhibit 2.2 to the Registrant’s Form
10-QSB filed November 14, 2005).
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2.3
|
|
Agreement
and Plan of Merger dated October 14, 2005 by and between the Registrant
and VioQuest Delaware, Inc. (incorporated by reference to Exhibit
10.1 to
the Registrant’s Form 8-K filed October 20, 2005).
|
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2.4
|
|
Stock
Purchase and Sale Agreement dated April 10, 2007 between the Registrant
and Chiral Quest Acquisition Corp. (incorporated by reference to
Appendix
A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed
April 25, 2007).
|
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2.5
|
|
Amendment
No. 1 to Stock Purchase and Sale Agreement dated June 8, 2007 between
the
Registrant and Chiral Quest Acquisition Corp. (incorporated by reference
to Exhibit 10.1 to the Registrant’s 8-K filed June 12,
2007).
|
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3.1
|
|
Certificate
of Incorporation, as amended to date.**
|
|
3.2
|
|
Bylaws,
as amended to date (incorporated by reference to Exhibit 3.2 of
Registrant’s Annual Report on Form 10-KSB for the year ended December 31,
2003).
|
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3.3
|
|
Certificate
of Designation of Series A Convertible Preferred Stock and Series
B
Convertible Preferred Stock (incorporated by reference to Exhibit
3.1
filed with the Registrant’s Form 8-K filed on March 20,
2008).
|
|
4.1
|
|
Option
Agreement No. LL-1 dated May 6
,
2003
issued to Princeton Corporate Plaza, LLC. (incorporated by reference
to
Exhibit 4.1 to the Registrant’s Form 10-QSB for the period ended June 30,
2003).
|
|
4.2
|
|
Form
of Option Agreement dated May 6
,
2003
issued to Princeton Corporate Plaza, LLC (incorporated by reference
to
Exhibit 4.2 to the Registrant’s Form 10-QSB for the period ended June 30,
2003).
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4.3
|
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Schedule
of Options substantially identical to Exhibit 4.3 (incorporated by
reference to Exhibit 4.3 to the Registrant’s Form 10-QSB for the period
ended June 30, 2003).
|
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4.4
|
|
Form
of common stock purchase warrant issued in connection with February
2004
private placement (incorporated by reference to the Registrant’s Form SB-2
filed March 26, 2004).
|
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4.5
|
|
Form
of common stock purchase warrant issued in connection with the October
2005 private placement (incorporated by reference to Exhibit 4.1
of the
Registrant’s Form SB-2 filed November 17, 2005).
|
|
4.6
|
|
Form
of common stock purchase warrant issued to placement agents in connection
with the October 2005 private placement (incorporated by reference
to
Exhibit 4.2 of the Registrant’s Form SB-2 filed November 17,
2005).
|
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4.7
|
|
Form
of common stock purchase warrant issued in connection with the October
2005 acquisition of Greenwich Therapeutics, Inc. (incorporated by
reference to Exhibit 4.3 of the Registrant’s Form SB-2 filed November 17,
2005).
|
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4.8
|
|
Form
of warrant issued to investors in October 18, 2006 private placement
(incorporated by reference to Exhibit 4.1 to the Registrant’s Current
Report on Form 8-K filed on October 24, 2006).
|
|
4.9
|
|
Form
of warrant issued to placement agents in October 18, 2006 private
placement (incorporated by reference to Exhibit 4.2 to the Registrant’s
Current Report on Form 8-K filed on October 24, 2006).
|
|
4.10
|
|
Form
of senior convertible promissory note issued by Registrant on June
29,
2007 and July 3, 2007 (incorporated by reference to Exhibit 4.1 of
the
Registrant’s Form 8-K filed July 6, 2007).
|
|
4.11
|
|
Form
of warrant issued to investors by Registrant on June 29, 2007 and
July 3,
2007 (incorporated by reference to Exhibit 4.1 of the Registrant’s Form
8-K filed July 6, 2007).
|
|
10.1
|
|
2003
Stock Option Plan, as amended. **
|
|
10.2
|
|
License
Agreement dated February 8, 2005 by and between Greenwich Therapeutics,
Inc. and The Cleveland Clinic Foundation (incorporated by reference
to
Exhibit 10.6 of the Registrant’s Form SB-2 filed November 17,
2005).++
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10.3
|
|
License
Agreement dated April 19, 2005 by and between Greenwich Therapeutics,
Inc.
and the University of South Florida Research Foundation, Inc.
(incorporated by reference to Exhibit 10.7 of the Registrant’s Form SB-2
filed November 17, 2005).++
|
|
10.4
|
|
Form
of Subscription Agreement issued in connection with the October 2005
private placement (incorporated by reference to Exhibit 10.9 to the
Registrant’s Annual Report on Form 10-KSB for the year ended December 31,
2005).
|
|
10.5
|
|
Summary
terms of 2006 management bonus compensation plan (incorporated by
reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed on May 25, 2006).
|
|
10.6
|
|
Summary
terms of outside director compensation (incorporated by reference
to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May
25, 2006).
|
|
10.7
|
|
Severance
Benefits Agreement dated August 8, 2006 by and between the Registrant
and
Brian Lenz (incorporated by reference to Exhibit 10.3 to the Registrant’s
Quarterly Report on Form 10-QSB for the period ended June 30, 2006).
|
|
10.8
|
|
Form
of subscription agreement between the Registrant and investors accepted
as
of October 18, 2006 (incorporated by reference to Exhibit 10.1 to
the
Registrant’s Current Report on Form 8-K filed on October 24, 2006).
|
|
10.9
|
|
First
Amendment to Lease dated September 15, 2006 between the Registrant
and
Mount Airy Associates, LLC (incorporated by reference to Exhibit
10.2 to
the Registrant’s Quarterly Report on Form 10-QSB for the period ended
September 30, 2006).
|
|
10.10
|
|
Letter
Agreement between the Registrant and Edward C. Bradley, dated January
31,
2007 (incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed on February 6, 2007).
|
|
10.11
|
|
Amended
and Restated License Agreement dated December 29, 2006, among Onc
Res,
Inc., Asymmetric Therapeutics, LLC, Fiordland Pharmaceuticals, Inc.,
and
Stason Pharmaceuticals, Inc., as assigned to the Registrant on March
29,
2007 (incorporated by reference to Exhibit 10.2 on the Registrant’s 10-QSB
for the period ended March 31, 2007).++
|
|
10.12
|
|
Form
of Note and Warrant Purchase Agreement between the Registrant and
various
investors accepted as of June 29, 2007 and July 3, 2007 (incorporated
by
reference to Exhibit 4.1 of the Registrant’s Form 8-K filed July 6,
2007).
|
|
10.13
|
|
Sublease
dated July 16, 2007 between the Registrant and Chiral Quest Acquisition
Corp. (incorporated by reference to Exhibit 10.2 to the Registrant’s
10-QSB for the period ended September 30, 2007).
|
|
10.14
|
|
Employment
Agreement between the Registrant and Michael D. Becker, dated November
11,
2007.**
|
|
10.15
|
|
Form
of Stock Option Agreement for use under the 2003 Stock Option Plan
(incorporated by reference to Exhibit 10.15 filed with the Registrant’s
Annual Report on Form 10-KSB for the year ended December 31,
2006).
|
|
10.16
|
|
Separation
and Release Agreement between the Registrant and Daniel Greenleaf
dated
November 14, 2007.**
|
|
21.1
|
|
Subsidiaries
of the Registrant.**
|
|
23.1
|
|
Consent
of J.H. Cohn LLP.**
|
|
31.1
|
|
Certification
of Chief Executive Officer.**
|
|
31.2
|
|
Certification
of Chief Financial Officer. **
|
|
32.1
|
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
|
|
32.2
|
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
|
_____________________
++
Confidential treatment has been granted as to certain portions of this exhibit
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
**
Filed
with our Annual Report on Form 10-K for the fiscal year ended December 31,
2007,
as filed on March 31, 2007.
ITEM
14.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
Fees
Billed to the Company by Its Independent Registered Public Accounting Firm
The
following is a summary of the fees billed to us by J.H. Cohn LLP, our
independent registered public accounting firm for professional services rendered
for fiscal years ended December 31:
|
Fee
Category
|
|
2007
Fees
|
|
2006 Fees
|
|
|
Audit
Fees
|
|
$
|
90,000
|
|
$
|
140,148
|
|
|
Audit-Related
Fees (1)
|
|
|
73,656
|
|
|
46,950
|
|
|
Tax
Fees (2)
|
|
|
40,403
|
|
|
36,285
|
|
|
All
Other Fees (3)
|
|
|
24,747
|
|
|
—
|
|
|
Total
Fees
|
|
$
|
228,806
|
|
$
|
223,383
|
|
|
(1)
|
Audit-Related
Fees consist principally of assurance and related services that are
reasonably related to the performance of the audit or review of our
financial statements but not reported under the caption “Audit Fees.”
These fees include review of registration statements and participation
at
board of director and audit committee meetings.
|
|
(2)
|
Tax
Fees consist of fees for tax compliance, tax advice and tax planning.
|
|
(3)
|
All
Other Fees consist of aggregate fees billed for services provided
by the
independent registered public accounting firm, other than those disclosed
above.
|
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
of
Independent Registered Public Accounting Firm
At
present, our audit committee approves each engagement for audit or non-audit
services before we engage our independent registered public accounting firm
to
provide those services. Our audit committee has not established any pre-approval
policies or procedures that would allow our management to engage our independent
registered public accounting firm to provide any specified services with only
an
obligation to notify the audit committee of the engagement for those services.
None of the services provided by our independent registered public accounting
firm for fiscal 2007 was obtained in reliance on the waiver of the pre-approval
requirement afforded in SEC regulations.
Index
to Exhibits Filed with this Report
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
|
31.1
|
|
|
Certification
of Chief Executive Officer.
|
|
31.2
|
|
|
Certification
of Chief Financial Officer.
|
|
32.1
|
|
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
|
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act, VioQuest
Pharmaceuticals, Inc. has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized, on April 29, 2008.
|
|
VioQuest
Pharmaceuticals, Inc.
|
|
|
|
|
|
By:
|
/s/
Michael D. Becker
|
|
|
|
|
Michael
D. Becker
|
|
|
President
and Chief Executive Officer
|
In
accordance with the Securities Exchange Act, this report has been signed below
by the following persons on behalf of VioQuest Pharmaceuticals, Inc. and in
the
capacities and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/
Michael D. Becker
|
|
President
& Chief Executive Officer and Director
|
|
|
|
Michael
Becker
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Brian Lenz
|
|
Chief
Financial Officer and Treasurer
|
|
|
|
Brian
Lenz
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Johnson Y. N. Lau
|
|
Director
|
|
|
|
Johnson
Y. N. Lau
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Stephen C. Rocamboli
|
|
Chairman
of the Board
|
|
|
|
Stephen
C. Rocamboli
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Michael Weiser
|
|
Director
|
|
|
|
Michael
Weiser
|
|
|
|
|
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