Delaware
|
8731
|
56-1953785
|
||
(State
or other jurisdiction of incorporation)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer Identification No.)
|
Proposed
Maximum
|
Proposed
Maximum
|
Amount
of
|
||||||
Title
of Each Class of
|
Amount
|
Offering
Price
|
Aggregate
|
Registration
|
||||
Securities
to be Registered
|
to
be Registered(1)
|
per
Share(2)
|
Offering
Price(2)
|
Fee
|
||||
Common
Stock, $0.01 par value
|
18,620,541
|
$0.86
|
$15,920,563
|
$552.12
|
||||
|
(1)
|
This
Registration Statement covers shares of common stock underlying the
following securities issued by us to certain of the selling stockholders
in November 2005: 2,500,000 shares of common stock issuable upon
conversion of outstanding shares of Series A Convertible Preferred
Stock,
1,000,000 shares of common stock that have been or may be issued
as
dividends on such shares of Series A Convertible Preferred Stock
and
2,500,000 shares of common stock underlying warrants to purchase
common
stock.
In
addition, this Registration Statement carries forward the registration
of
(i) 8,107,039 shares of common stock included in a registration
statement on Form S-1, filed with the Securities and Exchange Commission
(the “Commission”) on December 19, 2003 (Registration
No. 333-111382), and (ii) 4,513,502 shares of common stock
included in a registration statement on Form S-1, filed with the
Commission on May 14, 2004 (Registration No 333-115523),
in each case after giving effect to the one-for-ten reverse split
of the
registrant’s common stock effected in July 2004. In accordance with
Rule 416 under the Securities Act of 1933, as amended, common stock
offered hereby shall also be deemed to cover additional securities
to be
offered or issued to prevent dilution resulting from stock splits,
stock
dividends or similar transactions.
|
|
|
(2)
|
Estimated
solely for the purpose of calculating the amount of the registration
fee
pursuant to Rule 457(c) of the Securities Act of 1933. The price per
share and aggregate offering price are based upon the average of
the high
($0.89) and low ($0.82) sales prices of the registrant’s common stock on
February 14, 2006, as reported on the OTC Bulletin Board. It is not
known
how many shares will be sold under this registration statement or
at what
price such shares will be sold.
|
(3)
|
Registration
fees aggregating $5,140.62 were previously paid to register the 12,620,541
shares of the registrant’s common stock being carried forward to this
Registration Statement from the Registration Statements on Form S-1
(Nos.
333-111382 and 333-115523).
|
Page
|
|
Prospectus
Summary
|
1
|
Risk
Factors
|
5
|
Use
of Proceeds
|
15
|
Determination
of Offering Price
|
15
|
Market
for Common Stock
|
15
|
Dividend
Policy
|
16
|
Selected
Financial Data
|
17
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
19
|
Business
|
29
|
Management
|
44
|
Security
Ownership of Certain Beneficial Owners and Management
|
49
|
Selling
Stockholders
|
58
|
Plan
of Distribution
|
61
|
Certain
Relationships and Related Transactions
|
63
|
Description
of Capital Stock
|
64
|
Legal
Matters
|
69
|
Experts
|
69
|
Where
You Can Find More Information About Us
|
69
|
Index
to Financial Statements
|
F-1
|
Common
stock offered by selling stockholders:
|
18,620,541
shares
|
||
Use
of proceeds:
|
The
selling stockholders will receive all net proceeds from the offering
of
our common stock covered by this prospectus. We will not receive
any
proceeds from this offering.
|
||
OTC
Bulletin Board Symbol:
|
AOLS
|
Year
Ended September 30,
|
Three
Months Ended December 31,
|
|||||||||||||||||||||
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
2005
|
|
|
2004
|
|||
Revenue:
|
(unaudited
|
)
|
(unaudited
|
)
|
||||||||||||||||||
Grant
income and contract revenue
|
$
|
252
|
$
|
305
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1
|
$
|
109
|
||||||||
Costs
and expenses:
|
||||||||||||||||||||||
Research
and development
|
4,515
|
8,295
|
2,780
|
3,927
|
5,032
|
1,293
|
1,620
|
|||||||||||||||
General
and administrative
|
2,674
|
3,987
|
2,025
|
2,778
|
3,057
|
491
|
450
|
|||||||||||||||
Total
costs and expenses
|
7,189
|
12,282
|
4,805
|
6,705
|
8,089
|
1,784
|
2,070
|
|||||||||||||||
Loss
from operations
|
(6,937
|
)
|
(11,977
|
)
|
(4,805
|
)
|
(6,705
|
)
|
(8,089
|
)
|
(1,783
|
)
|
(1,961
|
)
|
||||||||
Equity
in loss of Incara Development
|
-
|
-
|
(76
|
)
|
(1,040
|
)
|
(12,650
|
)
|
-
|
-
|
||||||||||||
Interest
income (expense), net
|
(31
|
)
|
(5,213
|
)
|
(192
|
)
|
(50
|
)
|
223
|
(12
|
)
|
(2
|
)
|
|||||||||
Other
income
|
63
|
23
|
223
|
150
|
767
|
18
|
6
|
|||||||||||||||
Decrease
in fair value of comon stock warrants
|
-
|
-
|
-
|
-
|
-
|
254
|
-
|
|||||||||||||||
Loss
from continuing operations
|
(6,905
|
)
|
(17,167
|
)
|
(4,850
|
)
|
(7,645
|
)
|
(19,749
|
)
|
(1,523
|
)
|
(1,957
|
)
|
||||||||
Discontinued
operations
|
-
|
-
|
(38
|
)
|
(3,657
|
)
|
(2,464
|
)
|
-
|
-
|
||||||||||||
Gain
on sale of discontinued operations
|
-
|
-
|
1,912
|
-
|
-
|
-
|
-
|
|||||||||||||||
Net
loss
|
(6,905
|
)
|
(17,167
|
)
|
(2,976
|
)
|
(11,302
|
)
|
(22,213
|
)
|
(1,523
|
)
|
(1,957
|
)
|
||||||||
Preferred
stock dividend and accretion
|
-
|
(135
|
)
|
(949
|
)
|
(887
|
)
|
(652
|
)
|
-
|
-
|
|||||||||||
Net
loss attributable to common stockholders
|
$
|
(6,905
|
)
|
$
|
(17,302
|
)
|
$
|
(3,925
|
)
|
$
|
(12,189
|
)
|
$
|
(22,865
|
)
|
$
|
(1,523
|
)
|
$
|
(1,957
|
)
|
|
Net
loss per share from continuing operations
|
$
|
(0.49
|
)
|
$
|
(2.06
|
)
|
$
|
(4.25
|
)
|
$
|
(6.58
|
)
|
$
|
(24.78
|
)
|
$
|
(0.11
|
)
|
$
|
(0.14
|
)
|
|
Net
loss per share attributable to common stockholders
|
$
|
(0.49
|
)
|
$
|
(2.06
|
)
|
$
|
(2.88
|
)
|
$
|
(9.40
|
)
|
$
|
(27.77
|
)
|
$
|
(0.11
|
)
|
$
|
(0.14
|
)
|
|
Weighted
average common shares outstanding:
|
||||||||||||||||||||||
Basic
and diluted
|
13,976
|
8,388
|
1,365
|
1,296
|
823
|
14,038
|
13,947
|
|||||||||||||||
Balance
Sheet Data:
(in
thousands)
|
as
of September 30,
|
as
of December 31,
|
|||||||||||||||||||||
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
2005
|
|
|
2004
|
|||
(unaudited | ) | (unaudited | ) | |||||||||||||||||||
Cash
and cash equivalents and marketable securities
|
$
|
626
|
$
|
7,381
|
$
|
586
|
$
|
209
|
$
|
5,453
|
$
|
2,135
|
$
|
5,047
|
||||||||
Working
capital (deficiency)
|
$
|
(73
|
)
|
$
|
6,093
|
$
|
(2,242
|
)
|
$
|
(1,590
|
)
|
$
|
3,967
|
$
|
(207
|
)
|
$
|
4,190
|
||||
Total
assets
|
$
|
937
|
$
|
7,856
|
$
|
1,080
|
$
|
2,201
|
$
|
8,618
|
$
|
2,419
|
$
|
5,461
|
||||||||
Long-term
portion of capital lease obligations and
|
||||||||||||||||||||||
notes
payable
|
$
|
867
|
$
|
787
|
$
|
714
|
$
|
944
|
$
|
17
|
$
|
-
|
$
|
806
|
||||||||
Redeemable
convertible exchangeable preferred stock
|
$
|
-
|
$
|
-
|
$
|
14,503
|
$
|
13,554
|
$
|
12,667
|
$
|
-
|
$
|
-
|
||||||||
Total
liabilities
|
$
|
1,869
|
$
|
2,324
|
$
|
18,159
|
$
|
3,127
|
$
|
2,971
|
$
|
4,511
|
$
|
1,854
|
||||||||
Series
A convertible preferred stock
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
354
|
$
|
-
|
||||||||
Total
stockholders’ equity (deficit)
|
$
|
(932
|
)
|
$
|
5,532
|
$
|
(17,079
|
)
|
$
|
(14,480
|
)
|
$
|
(7,020
|
)
|
$
|
(2,446
|
)
|
$
|
3,607
|
·
|
any
or all of these proposed products or procedures are found to be
unsafe or
ineffective or otherwise fail to receive necessary regulatory approvals;
|
·
|
the
proposed products or procedures are not economical to market or
do not
achieve broad market acceptance;
|
·
|
third
parties hold proprietary rights that preclude us from marketing
the
proposed products or procedures; and
|
·
|
third
parties market a superior or equivalent product.
|
·
|
Difficulty
in securing centers to conduct trials;
|
·
|
Difficulty
in enrolling patients in conformity with required protocols or
projected
timelines;
|
·
|
Unexpected
adverse reactions by patients in trials;
|
·
|
Difficulty
in obtaining clinical supplies of the product;
|
·
|
Changes
in the FDA’s requirements for our testing during the course of that
testing;
|
·
|
Inability
to generate statistically significant data confirming the efficacy
of the
product being tested;
|
·
|
Modification
of the drug during testing; and
|
·
|
Reallocation
of our limited financial and other resources to other clinical
programs.
|
·
|
Succeed
in developing competitive products sooner than us or our strategic
partners or licensees;
|
·
|
Obtain
FDA and other regulatory approvals for their products before approval
of
any of our products;
|
·
|
Obtain
patents that block or otherwise inhibit the development and
commercialization of our product candidates;
|
·
|
Develop
products that are safer or more effective than our products;
|
·
|
Devote
greater resources to marketing or selling their products;
|
·
|
Introduce
or adapt more quickly to new technologies or scientific advances;
|
·
|
Introduce
products that render our products obsolete;
|
·
|
Withstand
price competition more successfully than us or our strategic partners
or
licensees;
|
·
|
Negotiate
third-party strategic alliances or licensing arrangements more
effectively; or
|
·
|
Take
advantage of other opportunities more readily.
|
·
|
the
receipt of regulatory approvals for the indications that we are
studying;
|
·
|
the
establishment and demonstration in the medical community of the
safety,
clinical efficacy and cost-effectiveness of our products and
their
potential advantages over existing therapeutic products;
|
·
|
marketing
and distribution support;
|
·
|
the
introduction, market penetration and pricing strategies of competing
and
future products; and
|
·
|
coverage
and reimbursement policies of governmental and other third-party
payors
such as insurance companies, health maintenance organizations
and other
plan administrators.
|
|
High
|
Low
|
|||||
Fiscal
Year Ended September 30, 2004
|
|||||||
October
1, 2003 through December 31, 2003
|
$
|
5.60
|
$
|
2.00
|
|||
January
1, 2004 through March 31, 2004
|
$
|
4.70
|
$
|
2.20
|
|||
April
1, 2004 through June 30, 2004
|
$
|
10.50
|
$
|
2.00
|
|||
July
1, 2004 through September 30, 2004
|
$
|
2.80
|
$
|
0.95
|
|||
Fiscal
Year Ended September 30, 2005
|
|||||||
October
1, 2004 through December 31, 2004
|
$
|
1.60
|
$
|
1.04
|
|||
January
1, 2005 through March 31, 2005
|
$
|
1.25
|
$
|
0.65
|
|||
April
1, 2005 through June 30, 2005
|
$
|
0.95
|
$
|
0.44
|
|||
July
1, 2005 through September 30, 2005
|
$
|
1.38
|
$
|
0.75
|
|||
Fiscal
Year Ending September 30, 2006
|
|||||||
October
1, 2005 through December 31, 2005
|
$
|
1.35
|
$
|
0.80
|
|||
January
1, 2006 through February 14, 2006
|
$
|
1.00
|
$
|
0.76
|
·
|
the
date that Goodnow owns less than 20% of our outstanding common
stock on an
as converted basis;
|
·
|
the
completion, to the absolute satisfaction of Goodnow, of initial
human
clinical safety studies of AEOL 10150 and analysis of the data
developed
based upon such studies with the results satisfactory to Goodnow,
in its
absolute discretion, to initiate efficacy studies of AEOL 10150
in humans;
or
|
·
|
the
initiation of dosing of the first human patient in an efficacy-based
study
of AEOL 10150.
|
Balance
Sheet Data:
|
|||||||||||||||||||
(in
thousands)
|
|||||||||||||||||||
|
as
of September 30,
|
as
of December 31,
|
|||||||||||||||||
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
2005
|
||||
|
(unaudited) | ||||||||||||||||||
Cash
and cash equivalents and marketable securities
|
$
|
626
|
$
|
7,381
|
$
|
586
|
$
|
209
|
$
|
5,453
|
$
|
2,135
|
|||||||
Working
capital (deficiency)
|
$
|
(73
|
)
|
$
|
6,093
|
$
|
(2,242
|
)
|
$
|
(1,590
|
)
|
$
|
3,967
|
$
|
(207
|
)
|
|||
Total
assets
|
$
|
937
|
$
|
7,856
|
$
|
1,080
|
$
|
2,201
|
$
|
8,618
|
$
|
2,419
|
|||||||
Long-term
portion of capital lease obligations and
|
|||||||||||||||||||
notes
payable
|
$
|
867
|
$
|
787
|
$
|
714
|
$
|
944
|
$
|
17
|
$
|
-
|
|||||||
Redeemable
convertible exchangeable preferred stock
|
$
|
-
|
$
|
-
|
$
|
14,503
|
$
|
13,554
|
$
|
12,667
|
$
|
-
|
|||||||
Total
liabilities
|
$
|
1,869
|
$
|
2,324
|
$
|
18,159
|
$
|
3,127
|
$
|
2,971
|
$
|
4,511
|
|||||||
Series
A convertible preferred stock
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
354
|
|||||||
Total
stockholders’ equity (deficit)
|
$
|
(932
|
)
|
$
|
5,532
|
$
|
(17,079
|
)
|
$
|
(14,480
|
)
|
$
|
(7,020
|
)
|
$
|
(2,446
|
)
|
Statement
of Operations Data:
|
||||||||||||||||||||||
(in
thousands, except per share data)
|
||||||||||||||||||||||
|
Year
Ended September 30,
|
Three
Months Ended December 31,
|
||||||||||||||||||||
2005
|
|
|
2004
|
|
|
2003
|
|
|
2002
|
|
|
2001
|
|
|
2005
|
|
|
2004
|
||||
|
(unaudited | ) |
(unaudited
|
)
|
||||||||||||||||||
Revenue:
|
||||||||||||||||||||||
Grant
income and contract revenue
|
$
|
252
|
$
|
305
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1
|
$
|
109
|
||||||||
Costs
and expenses:
|
||||||||||||||||||||||
Research
and development
|
4,515
|
8,295
|
2,780
|
3,927
|
5,032
|
1,293
|
1,620
|
|||||||||||||||
General
and administrative
|
2,674
|
3,987
|
2,025
|
2,778
|
3,057
|
491
|
450
|
|||||||||||||||
Total
costs and expenses
|
7,189
|
12,282
|
4,805
|
6,705
|
8,089
|
1,784
|
2,070
|
|||||||||||||||
Loss
from operations
|
(6,937
|
)
|
(11,977
|
)
|
(4,805
|
)
|
(6,705
|
)
|
(8,089
|
)
|
(1,783
|
)
|
(1,961
|
)
|
||||||||
Equity
in loss of Incara Development
|
-
|
-
|
(76
|
)
|
(1,040
|
)
|
(12,650
|
)
|
-
|
-
|
||||||||||||
Interest
income (expense), net
|
(31
|
)
|
(5,213
|
)
|
(192
|
)
|
(50
|
)
|
223
|
(12
|
)
|
(2
|
)
|
|||||||||
Other
income
|
63
|
23
|
223
|
150
|
767
|
18
|
6
|
|||||||||||||||
Decrease
in fair value of common stock warrants
|
-
|
-
|
-
|
-
|
-
|
254
|
-
|
|||||||||||||||
Loss
from continuing operations
|
(6,905
|
)
|
(17,167
|
)
|
(4,850
|
)
|
(7,645
|
)
|
(19,749
|
)
|
(1,523
|
)
|
(1,957
|
)
|
||||||||
Discontinued
operations
|
-
|
-
|
(38
|
)
|
(3,657
|
)
|
(2,464
|
)
|
-
|
-
|
||||||||||||
Gain
on sale of discontinued operations
|
-
|
-
|
1,912
|
-
|
-
|
-
|
-
|
|||||||||||||||
Net
loss
|
(6,905
|
)
|
(17,167
|
)
|
(2,976
|
)
|
(11,302
|
)
|
(22,213
|
)
|
(1,523
|
)
|
(1,957
|
)
|
||||||||
Preferred
stock dividend and accretion
|
-
|
(135
|
)
|
(949
|
)
|
(887
|
)
|
(652
|
)
|
-
|
-
|
|||||||||||
Net
loss attributable to common stockholders
|
$
|
(6,905
|
)
|
$
|
(17,302
|
)
|
$
|
(3,925
|
)
|
$
|
(12,189
|
)
|
$
|
(22,865
|
)
|
$
|
(1,523
|
)
|
$
|
(1,957
|
)
|
|
Net
loss per share from continuing operations
|
$
|
(0.49
|
)
|
$
|
(2.06
|
)
|
$
|
(4.25
|
)
|
$
|
(6.58
|
)
|
$
|
(24.78
|
)
|
$
|
(0.11
|
)
|
$
|
(0.14
|
)
|
|
Net
loss per share attributable to common stockholders
|
$
|
(0.49
|
)
|
$
|
(2.06
|
)
|
$
|
(2.88
|
)
|
$
|
(9.40
|
)
|
$
|
(27.77
|
)
|
$
|
(0.11
|
)
|
$
|
(0.14
|
)
|
|
Weighted
average common shares outstanding:
|
||||||||||||||||||||||
Basic
and diluted
|
13,976
|
8,388
|
1,365
|
1,296
|
823
|
14,038
|
13,947
|
|||||||||||||||
|
Payments
due by period
|
|||||||||||||||||||||||||||
|
Total |
Less
than
1
Year
|
1-3
Years
|
3-5
Years
|
More
than
5
Years
|
|||||||||||||||||||||||
|
(in
thousands)
|
|||||||||||||||||||||||||||
Long-term
debt
|
$
|
889
|
$
|
889
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||||||||||||||
Operating
leases
|
158
|
158
|
—
|
—
|
—
|
|||||||||||||||||||||||
Purchase
obligations
|
555
|
555
|
—
|
—
|
—
|
|||||||||||||||||||||||
Total
|
$
|
1,602
|
$
|
1,602
|
$
|
—
|
$
|
—
|
$
|
—
|
·
|
to
secure the $8.0 million debt with liens on all of our assets, which
liens
expired on April 19, 2004 when the remaining debt converted to shares
of
common stock;
|
·
|
to
spend the financing proceeds only in accordance with a budget and
development plan agreed to by Goodnow;
|
·
|
to
not enter into any arrangement with a party other than Goodnow in
which we
would raise capital through the issuance of our securities other
than the
raising of up to an aggregate of $20,000,000 through the issuance
of
shares of our common stock at a price of greater than $3.00 per share
and
which would represent 25% or less of our then outstanding common
stock on
an as-converted to common and fully diluted basis. If we agree to
or
consummate a financing transaction with someone other than Goodnow
that
exceeds these limitations, we will pay Goodnow a break-up fee of
$500,000.
Goodnow approved the April 2004 private placement, which exceeded
these
limitations, and waived the fee. However, the $20,000,000 limitation
was
lowered to $9,740,000 and the 25% limitation was reduced to zero.
Goodnow
also approved the November 2005 private placement, which exceeded
these
limitations and waived the fee; and
|
·
|
to
allow Goodnow to appoint one director to our board of directors,
provided
Goodnow owns at least 10%, but less than 20%, of our outstanding
common
stock, on an as-converted to common and fully diluted basis, and
two
directors if Goodnow owns more than 20% of our outstanding common
stock.
|
·
|
make
any expenditure or series of related expenditures in excess of
$25,000,
except (i) expenditures pursuant to the SBIR grant from the U.S.
Small
Business Administration, (ii) specified in a budget approved in
writing in
advance by Goodnow and our Board, and (iii) directly relating to
the
development of AEOL 10150 for the treatment of ALS;
|
·
|
change
our business or operations;
|
·
|
merge
with or sell or lease a substantial portion of our assets to any
entity;
|
·
|
incur
debt from any third party or place a lien on any of our properties;
|
·
|
amend
our certificate of incorporation or bylaws;
|
·
|
increase
the compensation we pay our employees;
|
·
|
pay
dividends on any class of our capital stock;
|
·
|
cancel
any debt except for full value; or
|
·
|
issue
any capital stock except pursuant to agreements with or as agreed
to by
Goodnow.
|
·
|
the
date that Goodnow owns less than 20% of our outstanding common
stock on an
as converted basis;
|
·
|
the
completion, to the absolute satisfaction of Goodnow, of initial
human
clinical safety studies of AEOL 10150, and analysis of the data
developed
based upon such studies with results satisfactory to Goodnow, in
its
absolute discretion, to initiate efficacy studies of AEOL 10150;
or
|
·
|
the
initiation of dosing of the first human patient in an efficacy-based
study
of AEOL 10150.
|
·
|
amend
our certificate of incorporation or bylaws;
|
·
|
issue
or sell any class or series of capital stock which is senior to
or pari
passu with the Series A Preferred Stock;
|
·
|
increase
the number of authorized shares of Series A Preferred Stock;
|
·
|
increase
or decrease the number of authorized shares of any class of our
capital
stock;
|
·
|
declare
or pay any dividend on shares of our capital stock;
|
·
|
consummate
an acquisition or enter into an agreement with respect to an acquisition;
|
·
|
materially
change the nature or scope of our
business;
|
·
|
sell,
transfer, assign, pledge, lease, license any of our intellectual
property;
|
·
|
approve
our annual budget or any changes thereto;
|
·
|
incur
any indebtedness in excess of $50,000 other than trade payables
incurred
in the ordinary course of business or indebtedness provided for
in and
consistent with the approved current annual budget;
|
·
|
create,
incur, assume or suffer to exist, any material lien, charge or
other
encumbrance on any of our properties or assets; or
|
·
|
increase
the compensation or benefits payable to our directors or executive
officers.
|
·
|
Our
catalytic antioxidant program is designed to:
|
·
|
Retain
the catalytic mechanism and high antioxidant efficiency of the
natural
enzymes, and
|
·
|
Create
and develop stable and small molecule antioxidants without the
limitations
of SOD so that they:
|
o
|
have
broader antioxidant activity,
|
o
|
have
better tissue penetration,
|
o
|
have
a longer life in the body, and
|
o
|
are
not proteins, which are more difficult and expensive to manufacture.
|
Treatment
|
Age
at
Symptom
onset
mean
days + SD
(range)
|
Survival
Interval
mean
days + SD
(range)
|
P-value
Log-rank
(v.
control)
|
P-value
Wilcoxon
(v.
control)
|
||||
Control
|
104.8
+ 1.43
(100-112)
|
12.8
+ 0.79
(9-16)
|
||||||
AEOL
10150
|
106.1
+ 1.5
(100-115)
|
32.2
+ 2.73
(15-46)
|
<
0.0001
|
0.0002
|
|
AEOL
10150
|
||||||||||||||||||||||||
Pharmacokinetic
Parameter
|
3
mg
N
= 3
|
12
mg
N
= 4
|
30
mg
N
= 3
|
45
mg
N
= 4
|
45
mg
N
= 4
(repeat,
different patients)
|
|
60
mg
N
= 4
|
75
mg
N=
3
|
|||||||||||||||||
AUC(0-∞)
(hr•ng/mL)
|
354
±100
|
1,494
±386
|
4,580
±1828
|
7,116
±1010
|
5,922
±1307
|
9,087
±2180
|
12,167
±1543
|
||||||||||||||||||
Tmax
(0-48) (hr)
|
1
±0
|
1
±1
|
1
±0
|
1
±0
|
2
±1
|
2
±0
|
2
±1
|
||||||||||||||||||
Cmax
(0-48) (ng/mL)
|
115
±38
|
267
±40
|
733
±166
|
1,245
±247
|
962
±333
|
1,330
±226
|
1,584
±378
|
||||||||||||||||||
T1/2
(hr)
|
2.61
±0.60
|
3.97
±1.09
|
5.25
±1.65
|
6.31
±2.54
|
5.28
±1.00
|
5.93
±0.90
|
6.36
±0.47
|
·
|
completion
of preclinical studies;
|
·
|
the
submission to the FDA of a request for authorization to conduct
clinical
trials on an investigational new drug (an “IND”), which must become
effective before human clinical trials may commence;
|
·
|
adequate
and well-controlled Phase I, II and III human clinical trials to
establish
the safety and efficacy of the drug for its intended use;
|
·
|
submission
to the FDA of a new drug application (“NDA”); and
|
·
|
review
and approval of the NDA by the FDA before the product may be shipped
or
sold commercially.
|
Name
|
Age
as of
January
30,
2006
|
Position(s)
|
||
David
C. Cavalier
|
36
|
Chairman
|
||
John
M. Farah, Jr., Ph.D.
|
53
|
Director
|
||
Chris
A. Rallis
|
52
|
Director
|
||
Peter
D. Suzdak, Ph.D.
|
47
|
Director
|
||
Michael
E. Lewis, Ph.D.
|
54
|
Director
|
||
Joseph
J. Krivulka
|
53
|
Director
|
||
Amit
Kumar, Ph.D.
|
41
|
Director
|
||
Richard
P. Burgoon, Jr., Esq., MBA
|
44
|
Chief
Executive Officer
|
||
John
L. McManus
|
41
|
President
|
||
Brian
J. Day, Ph.D.
|
45
|
Chief
Scientific Officer
|
||
Elaine
Alexander, M.D.
|
53
|
Executive
Vice President and Chief Medical Officer
|
||
Michael
P. McManus
|
36
|
Chief
Accounting Officer, Treasurer and Secretary
|
·
|
Each
outside Board member will receive annual cash compensation of $15,000,
which will be paid in equal quarterly payments. Cash compensation
for new
and terminating Board members will be prorated for the period of
time that
they are a Board member during the respective quarter.
|
·
|
Audit
Committee members will receive an additional $10,000 of annual
cash
compensation, which will be paid in equal quarterly payments. Cash
compensation for new and terminating Audit Committee members will
be
prorated for the period of time that they are members of the Audit
Committee during the respective quarter.
|
·
|
Each
outside Board member shall receive an annual nonqualified stock
option for
20,000 shares in September of each year during service. The option
exercise prices shall be equal to the closing price of the Common
Stock on
the grant date. The options shall have 10-year terms and vest,
as long as
the director remains on the Board, on a monthly basis over a 12-month
period beginning on the date of grant. Vested shares shall be exercisable
for 10 years from the grant date. Unvested options expire upon
resignation
from the Board.
|
|
Preferred
Stock
|
Common
Stock
|
|||||||||||
Identity
of Owner or Group (1)(2)
|
Beneficially
Owned
|
Percentage
Owned(3)
|
|
Beneficially
Owned
|
Percentage
Owned(4)
|
|
|||||||
Directors: | |||||||||||||
David
C. Cavalier
|
2,150,000(5
|
)
|
72.3
|
%
|
13,705,937(6
|
)
|
74.4
|
%
|
|||||
John
M. Farah, Jr., Ph.D.(7)
|
-
|
-
|
-
|
-
|
|||||||||
Joseph
J. Krivulka (7)
|
-
|
-
|
25,472
|
*
|
|||||||||
Amit
Kumar, Ph.D. (7)
|
-
|
-
|
25,472
|
*
|
|||||||||
Michael
E. Lewis, Ph.D. (7)
|
-
|
-
|
25,472
|
*
|
|||||||||
Chris
A. Rallis (7)
|
-
|
-
|
25,472
|
*
|
|||||||||
Peter
D. Suzdak, Ph.D. (7)
|
-
|
-
|
25,472
|
*
|
|||||||||
Named
Executive Officers:
|
|||||||||||||
Elaine
Alexander, M.D. (7)
|
-
|
-
|
42,000
|
*
|
|||||||||
Richard
P. Burgoon, Jr. (8)
|
-
|
-
|
269,250
|
1.9
|
%
|
||||||||
James
D. Crapo, M.D. (7)
|
-
|
-
|
277,666
|
1.9
|
%
|
||||||||
Brain
Day, Ph.D. (7)
|
-
|
-
|
24,903
|
*
|
|||||||||
Shayne
C. Gad, Ph.D. (7)
|
-
|
-
|
62,500
|
*
|
|||||||||
John
L. McManus (9)
|
-
|
-
|
78,000
|
*
|
|||||||||
Michael
P. McManus (10)
|
-
|
-
|
10,850
|
*
|
|||||||||
Richard
W. Reichow (11)
|
-
|
-
|
332,361
|
2.3
|
%
|
||||||||
All
directors and executive officers as a group (12 persons)
|
2,150,000(12
|
)
|
72.3
|
%
|
14,258,300(13
|
)
|
75.7 | % |
5%
Stockholders:
|
||||
BVF
Partners, L.P.
900
N. Michigan Ave, Suite 1100
Chicago
IL 60611
|
250,000
(14)
|
8.4%
|
1,621,818
(15)
|
10.9%
|
Elan
Corporation, plc
Lincoln
House
Lincoln
Place
Dublin
2, Ireland
|
475,087
|
16.0%
|
475,087
|
3.3%
|
Great
Point Partners, LLC
2
Pickwick Plaza, Suite 450
Greenwich,
CT 06830
|
100,000
(16)
|
3.4%
|
1,600,727
(17)
|
10.9%
|
Xmark
Asset Management, LLC
and
its affiliates
301
Tresser Blvd, Suite 1320
Stamford,
CT 06901
|
2,150,000
(18)
|
72.3%
|
13,680,937
(19)
|
74.4%
|
|
*
Less than one percent
|
|
|
|
|
|
|
|
Long-Term
|
|
|
|
Compensation
Awards
|
||||||||||
Name
and Principal
|
|
Fiscal
|
|
Annual
Compensation (1)
|
|
Securities
Underlying
|
|
All
Other
|
||
Position(s)
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Options
(2)
|
|
Compensation
($)
|
Richard
P. Burgoon, Jr. (3)
|
|
2005
|
|
148,413
|
|
147,275
|
|
250,000
|
|
803
|
Chief
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
L. McManus (4)
|
|
2005
|
|
—
|
|
—
|
|
30,000
|
|
34,091
|
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elaine
Alexander, M.D. (5)
|
|
2005
|
|
—
|
|
—
|
|
16,000
|
|
95,645
|
Chief
Medical Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian
Day, Ph.D. (6)
|
|
2005
|
|
—
|
|
—
|
|
16,000
|
|
84,000
|
Chief
Scientific Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
P. McManus (7)
|
|
2005
|
|
—
|
|
—
|
|
5,000
|
|
—
|
Chief
Accounting Officer,
|
|
|
|
|
|
|
|
|
|
|
Treasurer
and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
D. Crapo, M.D. (8)
|
|
2005
|
|
68,000
|
|
—
|
|
—
|
|
—
|
Former
Chief Executive Officer
|
|
2004
|
|
122,000
|
|
—
|
|
84,167
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Shayne
C. Gad, Ph.D. (9)
|
|
2005
|
|
—
|
|
—
|
|
25,000
|
|
195,000
|
Former
President
|
|
2004
|
|
—
|
|
—
|
|
37,500
|
|
97,500
|
|
|
|
|
|
|
|
|
|
|
|
Richard
W. Reichow (10)
|
|
2005
|
|
432,395
|
|
—
|
|
—
|
|
5,557
|
Former
Executive Vice President,
|
|
2004
|
|
206,511
|
|
—
|
|
70,000
|
|
2,505
|
Chief
Financial Officer,
|
|
2003
|
|
141,417
|
|
—
|
|
202,462
|
|
3,197
|
Treasurer
and Secretary
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Column
with respect to “Other Annual Compensation” has not been included in this
table because the aggregate amount of perquisites and other personal
benefits received from the Company by any of the Named Officers did
not
exceed the lesser o f $ 50,000 or 10 % of the total annual salary
and
bonus reported for each such Named Officer in the table.
|
|
(2)
|
Options
were granted under the Company’s 2004 Stock Option Plan and 1994 Stock
Option Plan.
|
|
(3)
|
Mr.
Burgoon was appointed Chief Executive Officer on January 5, 2005.
“All
Other Compensation” consists of life and long-term disability insurance
premiums.
|
|
(4)
|
Mr.
John McManus is not an employee of the Company. For his services
as
President, Mr. John McManus is paid a monthly consulting fee of $10,000
and receives an option to purchase up to 10,000 shares of Common
Stock at
the end of each month he provides consulting services to the Company.
During fiscal 2005, Mr. John McManus was paid $34,091 in consulting
fees.
Mr. John McManus is also a 50% owner of McManus & Company, Inc., which
provides administrative, accounting and financial consulting services
to
the Company. (See footnote (7) for more information.)
|
(5)
|
Dr.
Alexander is not an employee of the Company. For her services as
Chief
Medical Officer, Dr. Alexander is paid a monthly consulting fee of
$15,000
and receives an option to purchase up to 2,000 shares of Common Stock
at
the end of each month she provides consulting services to the Company.
During fiscal 2005, Dr. Alexander was paid $95,645 in consulting
fees.
|
|
(6)
|
Dr.
Day is not an employee of the Company. For his services as Chief
Scientific Officer during fiscal 2005, Dr. Day was paid a monthly
consulting fee of $8,000, which was subsequently increased to $9,500
in
October 2005. He receives an option to purchase up to 2,000 shares
of
Common Stock at the end of each month he provides consulting services
to
the Company. During fiscal 2005, Dr. Day was paid $84,000 in consulting
fees. Dr. Day is also Associate Professor of Medicine, Immunology
&
Pharmaceutical Sciences at the NJM, which provides research services
to
the Company. In September 2005, the Company entered into a grant
agreement
with NJM in the amount of $133,000, for which Dr. Day was the principal
investigator. The Company also has an exclusive worldwide license
from NJM
to develop, make, have made, use and sell products using certain
technology developed by certain scientists at NJM.
|
|
(7)
|
Mr.
Michael McManus is not an employee of the Company. For his services
as
Chief Accounting Officer, McManus & Company, Inc., a consulting firm
in which Mr. Michael McManus and Mr. John McManus are each 50% owners,
is
paid a monthly consulting payment of $12,500 and Mr. McManus receives
an
option to purchase up to 1,250 shares of Common Stock at the end
of each
month he provides consulting services to the Company. During fiscal
2005,
McManus & Company, Inc. was paid $43,750 in consulting fees pursuant
to services rendered by Mr. Michael McManus to the Company.
|
|
(8)
|
Dr.
Crapo was Chief Executive Officer from July 1, 2004 through December
31,
2004.
|
|
(9)
|
Dr.
Gad was not an employee of the Company and served as President from
May 4,
2004 to June 20, 2005. For his services as President, Dr. Gad was
paid a
monthly consulting fee of $19,500 and received an option to purchase
up to
2,500 shares of Common Stock at the end of each month he provided
consulting services to the Company. During fiscal 2005, Dr. Gad was
paid
$195,000 in consulting fees and in fiscal 2004, he received $97,500
in
consulting fees.
|
|
(10)
|
Mr.
Reichow served as Executive Vice President, Chief Financial Officer,
Treasurer and Secretary of the Company from March 1995 to June 2005.
Effective June 16, 2005, the Company elected not to renew its Employment
Agreement with Mr. Reichow. The 2005 salary amount for Mr. Reichow
includes $206,250 of severance. “All Other Compensation” for fiscal 2003,
2004 and 2005 consists of severance health benefits and life and
long-term
disability insurance premiums.
|
|
|
Number
of
Shares
Underlying
Options
|
|
%
of Total Options Granted to Employees in
|
|
Exercise
or
Base
Price
|
|
Expiration
|
|
Potential
Realizable Value at
Assumed
Annual Rates
of
Stock Price Appreciation for
Option
Term(5)
|
||||||||
Name
|
|
Granted
|
|
Fiscal
2005(2)
|
|
per
Share(3)
|
|
Date(4)
|
|
5%
|
|
10%
|
||||||
Richard
P. Burgoon, Jr.
|
|
|
250,000
|
(6)
|
|
73.10
|
%
|
$
|
1.00
|
|
|
7/12/2015
|
|
$
|
44,000.00
|
|
$
|
58,000.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
L. McManus(7)
|
|
|
10,000
|
|
|
2.92
|
%
|
$
|
0.97
|
|
|
7/31/2015
|
|
$
|
2,060.00
|
|
$
|
2,620.00
|
|
|
|
10,000
|
|
|
2.92
|
%
|
$
|
0.91
|
|
|
8/31/2015
|
|
$
|
2,660.00
|
|
$
|
3,220.00
|
|
|
|
10,000
|
|
|
2.92
|
%
|
$
|
1.12
|
|
|
9/30/2015
|
|
$
|
560.00
|
|
$
|
1,120.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elaine
Alexander, M.D.(7)
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.90
|
|
|
2/28/2015
|
|
$
|
552.00
|
|
$
|
664.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.70
|
|
|
3/31/2015
|
|
$
|
952.00
|
|
$
|
1,064.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.55
|
|
|
4/30/2005
|
|
$
|
1,252.00
|
|
$
|
1,364.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.71
|
|
|
5/31/2005
|
|
$
|
932.00
|
|
$
|
1,044.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.73
|
|
|
6/30/2005
|
|
$
|
892.00
|
|
$
|
1,004.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.97
|
|
|
7/31/2015
|
|
$
|
412.00
|
|
$
|
524.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.91
|
|
|
8/31/2015
|
|
$
|
532.00
|
|
$
|
644.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
1.12
|
|
|
9/30/2015
|
|
$
|
112.00
|
|
$
|
224.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brain
Day, Ph.D.(7)
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.90
|
|
|
2/28/2015
|
|
$
|
552.00
|
|
$
|
664.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.70
|
|
|
3/31/2015
|
|
$
|
952.00
|
|
$
|
1,064.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.55
|
|
|
4/30/2005
|
|
$
|
1,252.00
|
|
$
|
1,364.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.71
|
|
|
5/31/2005
|
|
$
|
932.00
|
|
$
|
1,044.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.73
|
|
|
6/30/2005
|
|
$
|
892.00
|
|
$
|
1,004.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.97
|
|
|
7/31/2015
|
|
$
|
412.00
|
|
$
|
524.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
0.91
|
|
|
8/31/2015
|
|
$
|
532.00
|
|
$
|
644.00
|
|
|
|
2,000
|
|
|
0.58
|
%
|
$
|
1.12
|
|
|
9/30/2015
|
|
$
|
112.00
|
|
$
|
224.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
P. McManus(7)
|
|
|
1,250
|
|
|
0.37
|
%
|
$
|
0.73
|
|
|
6/30/2005
|
|
$
|
557.50
|
|
$
|
627.50
|
|
|
|
1,250
|
|
|
0.37
|
%
|
$
|
0.97
|
|
|
7/31/2015
|
|
$
|
257.50
|
|
$
|
327.50
|
|
|
|
1,250
|
|
|
0.37
|
%
|
$
|
0.91
|
|
|
8/31/2015
|
|
$
|
332.50
|
|
$
|
402.50
|
|
|
|
1,250
|
|
|
0.37
|
%
|
$
|
1.12
|
|
|
9/30/2015
|
|
$
|
70.00
|
|
$
|
140.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
C. Crapo, M.D.
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shayne
C. Gad, Ph.D.(7)
|
|
|
2,500
|
|
|
0.73
|
%
|
$
|
1.45
|
|
|
10/29/2014
|
|
$
|
-
|
|
$
|
-
|
|
|
|
2,500
|
|
|
0.73
|
%
|
$
|
1.12
|
|
|
11/30/2014
|
|
$
|
140.00
|
|
$
|
280.00
|
|
|
|
2,500
|
|
|
0.73
|
%
|
$
|
1.25
|
|
|
12/31/2014
|
|
$
|
-
|
|
$
|
-
|
|
|
|
2,500
|
|
|
0.73
|
%
|
$
|
0.78
|
|
|
1/31/2015
|
|
$
|
990.00
|
|
$
|
1,130.00
|
|
|
|
2,500
|
|
|
0.73
|
%
|
$
|
0.90
|
|
|
2/28/2015
|
|
$
|
690.00
|
|
$
|
830.00
|
|
|
|
2,500
|
|
|
0.73
|
%
|
$
|
0.70
|
|
|
3/31/2015
|
|
$
|
1,190.00
|
|
$
|
1,330.00
|
|
|
|
2,500
|
|
|
0.73
|
%
|
$
|
0.55
|
|
|
4/29/2015
|
|
$
|
1,565.00
|
|
$
|
1,705.00
|
|
|
|
2,500
|
|
|
0.73
|
%
|
$
|
0.71
|
|
|
5/31/2015
|
|
$
|
1,165.00
|
|
$
|
1,305.00
|
|
|
|
2,500
|
|
|
0.73
|
%
|
$
|
0.73
|
|
|
6/30/2015
|
|
$
|
1,115.00
|
|
$
|
1,255.00
|
|
|
|
2,500
|
|
|
0.73
|
%
|
$
|
0.97
|
|
|
7/29/2015
|
|
$
|
515.00
|
|
$
|
655.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
W. Reichow
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
No
stock appreciation rights, or “SARs,” were granted to any of the Named
Officers during the fiscal year ended September 30, 2005.
|
(2)
|
Based
on options to purchase 342,000 shares of Common Stock granted to
employees, including the Named Officers, under the 2004 Stock Option
Plan
during the fiscal year ended September 30, 2005.
|
(3)
|
The
exercise price is equal to or greater than 100% of the fair market
value
of the Common Stock on the date of grant.
|
(4)
|
The
options have a term of ten years, subject to earlier termination
in
certain events..
|
(5)
|
Use
of the assumed rates of appreciation is mandated by the rules of
the SEC
and does not represent the Company’s estimate or projection of the future
price of its stock. There is no assurance provided to any executive
officer or any other holder of Aeolus’ securities that the actual stock
price appreciation over the ten-year option term will be at the assumed
5%
or 10% annual rates of compounded stock price appreciation or at
any other
defined level. Unless the market price of the Common Stock appreciates
over the option term, no value will be realized from the option grants
made to the Named Officers.
|
(6)
|
These
options were granted fully vested on July 12, 2005, and expire on
July 12,
2015.
|
(7)
|
All
of the option grants to this officer were granted fully vested with
a
ten-year term.
|
|
|
Shares
Acquired
on
|
|
Value
|
|
Number
of Securities Underlying Unexercised Options at
September
30, 2005
|
|
Value
of Unexercised
In-the-Money
Options at
September
30, 2005 (2)
|
||||||||||
Name
|
|
Exercise
|
|
Realized
(1)
|
|
Exercisable
|
|
Unexerciseable
|
|
Exercisable
|
|
Unexerciseable
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Richard
P. Burgoon, Jr.
|
|
|
62,499
|
|
$
|
2,500
|
|
|
187,501
|
|
|
—
|
|
$
|
22,500
|
|
|
—
|
John
L. McManus
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
—
|
|
$
|
3,600
|
|
|
—
|
Elaine
Alexander, M.D.
|
|
|
—
|
|
|
—
|
|
|
36,000
|
|
|
—
|
|
$
|
4,740
|
|
|
—
|
Brain
Day, Ph.D.
|
|
|
—
|
|
|
—
|
|
|
18,903
|
|
|
—
|
|
$
|
5,966
|
|
|
—
|
Michael
P. McManus
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
|
—
|
|
$
|
938
|
|
|
—
|
James
D. Crapo, M.D.
|
|
|
—
|
|
|
—
|
|
|
277,666
|
|
|
—
|
|
$
|
—
|
|
|
—
|
Shayne
C. Gad, Ph.D.
|
|
|
—
|
|
|
—
|
|
|
62,500
|
|
|
—
|
|
$
|
6,250
|
|
|
—
|
Richard
W. Reichow
|
|
|
—
|
|
|
—
|
|
|
289,589
|
|
|
|
|
$
|
2,160
|
|
|
—
|
(1)
|
Value
is calculated based on the difference between the option exercise
price
and the closing market price of the Common Stock on the date prior
to the
date of exercise multiplied by the number of shares exercised.
|
|
(2)
|
Value
based on the difference between the fair market value of the shares
of
Common Stock at September 30, 2005 ($1.12), as quoted on the OTC
Bulletin
Board, and the exercise price of the options.
|
Beneficial
Ownership Prior
to
Offering
|
Number
of
Shares
to
Be Sold
|
|
Beneficial Ownership
After
Offering (1)
|
||||||||
Name
|
|
Number
of
Shares
|
|
Number of
Shares
|
|
Percent of
Class
|
|||||
Alpha
Capital AG (A)
|
|
196,000
|
(2)
|
196,000
|
|
0
|
|
0.0
|
%
|
||
Mark
Alvino (A)
|
|
14,286
|
(3)
|
14,286
|
|
0
|
|
0.0
|
%
|
||
Ariel
Fund, L.P. (A)
|
|
5,000
|
(3)
|
5,000
|
|
0
|
|
0.0
|
%
|
||
Atlas
Equity I, Ltd.(A)
|
|
80,000
|
(3)
|
80,000
|
|
0
|
|
0.0
|
%
|
||
Biomedical
Offshore Value Fund, Ltd. (A)(C)
|
|
648,727
|
(4)
|
648,727
|
|
0
|
|
0.0
|
%
|
||
Biomedical
Value Fund, L.P. (A)
|
|
952,000
|
(5)
|
952,000
|
|
0
|
|
0.0
|
%
|
||
Biotechnology
Value Fund, L.P. (A)(C)
|
|
334,349
|
(6)
|
334,349
|
|
0
|
|
0.0
|
%
|
||
Biotechnology
Value Fund II, LP (A)(C)
|
|
484,538
|
(7)
|
484,538
|
|
0
|
|
0.0
|
%
|
||
Brian
S. Wornow (A)
|
|
8,000
|
(3)
|
8,000
|
|
0
|
|
0.0
|
%
|
||
BVF
Investments, LLC (A)(C)
|
|
722,169
|
(8)
|
722,169
|
|
0
|
|
0.0
|
%
|
||
Jeffrey
B. Davis (A)
|
|
82,080
|
(3)
|
82,080
|
|
0
|
|
0.0
|
%
|
||
Daniel
DiPietro (A)
|
|
28,572
|
(3)
|
28,572
|
|
0
|
|
0.0
|
%
|
||
Franklin
M. Berger (A)
|
|
140,000
|
(9)
|
140,000
|
|
0
|
|
0.0
|
%
|
||
Goodnow
Capital, L.L.C.(B)
|
|
8,107,059
|
|
8,107,039
|
|
20
|
|
0.0
|
%
|
||
Hauck
& Aufhäuser
Banquiers Luxembourg SA (A)
|
|
168,000
|
(10)
|
168,000
|
|
0
|
|
0.0
|
%
|
||
Hedge
Fund Investment Company (A)
|
|
20,000
|
(3)
|
20,000
|
|
0
|
|
0.0
|
%
|
||
Investment
10, LLC (A)(C)
|
|
80,762
|
(11)
|
80,762
|
|
0
|
|
0.0
|
%
|
||
Luke
P. Iovine, III (A)
|
|
5,600
|
(12)
|
5,600
|
|
0
|
|
0.0
|
%
|
||
Millennium
Partners, L. P. (A)
|
|
140,000
|
(13)
|
140,000
|
|
0
|
|
0.0
|
%
|
||
North
Sound Capital LLC (A)
|
|
80,000
|
(14)
|
80,000
|
|
0
|
|
0.0
|
%
|
||
Perceptive
Life Sciences Master Fund, Ltd. (A)
|
|
320,000
|
(3)
|
320,000
|
|
0
|
|
0.0
|
%
|
||
Quogue
Capital LLC (A)
|
|
32,000
|
(3)
|
32,000
|
|
0
|
|
0.0
|
%
|
||
Paul
Scharfer (A)
|
|
32,000
|
(3)
|
32,000
|
|
0
|
|
0.0
|
%
|
||
SCO
Capital Partners LLC (A)
|
|
256,892
|
(3)
|
256,892
|
|
0
|
|
0.0
|
%
|
||
SF
Capital Partners Ltd. (A)
|
|
277,500
|
(15)
|
277,500
|
|
0
|
|
0.0
|
%
|
||
SRG
Capital, LLC (A)
|
|
24,000
|
(3)
|
24,000
|
|
0
|
|
0.0
|
%
|
||
The
Steven M. Oliveira 1998 Charitable Remainder Unitrust (A)
|
|
40,000
|
(3)
|
40,000
|
|
0
|
|
0.0
|
%
|
||
Treeline
Investment Partners, LLC (A)
|
|
15,000
|
(3)
|
15,000
|
|
0
|
|
0.0
|
%
|
||
Preston
Tsao (A)
|
|
28,572
|
(3)
|
28,572
|
|
0
|
|
0.0
|
%
|
||
Xmark
JV Investment Partners, LLC(C)
|
1,003,634
|
(16)
|
1,003,634
|
0
|
|
0.0
|
%
|
||||
Xmark
Opportunity Fund, L.P.(C)
|
1,324,797
|
(17)
|
1,324,797
|
0
|
|
0.0
|
%
|
||||
Xmark
Opportunity Fund, Ltd. (C)
|
1,987,195
|
(18)
|
1,987,195
|
0
|
|
0.0
|
%
|
||||
TOTAL
|
17,638,732
|
17,638,712
|
20
|
|
0.0
|
%
|
(1)
|
Assumes
the sale of all the shares offered hereby. This registration statement
also shall cover any additional shares of common stock which become
issuable in connection with the shares registered for resale hereby
by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration
which
results in an increase in the outstanding shares of our common stock.
|
|
(2)
|
Includes
56,000 shares issuable upon conversion of a warrant held by the selling
stockholder. Such shares are subject to resale by the use of this
prospectus.
|
|
(3)
|
Consists
entirely of shares issuable upon conversion of a warrant held by
the
selling stockholder. Such shares are subject to resale by the use
of this
prospectus.
|
|
(4)
|
Includes
50,000 shares of the Series A Convertible Preferred stock which are
convertible into 100,000 shares of common stock and 228,000 shares
issuable upon conversion of a warrant held by the selling stockholder.
Such shares are subject to resale by the use of this prospectus.
|
|
(5)
|
Includes
272,000 shares issuable upon conversion of a warrant held by the
selling
stockholder. Such shares are subject to resale by the use of this
prospectus.
|
|
(6)
|
Includes
24,000 shares of the Series A Convertible Preferred stock which are
convertible into 48,000 shares of common stock and 116,000 shares
issuable
upon conversion of a warrant held by the selling stockholder. Such
shares
are subject to resale by the use of this prospectus.
|
|
(7)
|
Includes
37,000 shares of the Series A Convertible Preferred stock which are
convertible into 170,000 shares of common stock and 116,000 shares
issuable upon conversion of a warrant held by the selling stockholder.
Such shares are subject to resale by the use of this
prospectus.
|
|
(8)
|
Includes
57,832 shares of the Series A Convertible Preferred stock which are
convertible into 115,664 shares of common stock and 255,664 shares
issuable upon conversion of a warrant held by the selling stockholder.
Such shares are subject to resale by the use of this
prospectus.
|
|
(9)
|
Includes
40,000 shares issuable upon conversion of a warrant held by the selling
stockholder. Such shares are subject to resale by the use of this
prospectus.
|
|
(10)
|
Includes
48,000 shares issuable upon conversion of a warrant held by the selling
stockholder. Such shares are subject to resale by the use of this
prospectus.
|
|
(11)
|
Includes
6,168 shares of the Series A Convertible Preferred stock which are
convertible into 12,336 shares of common stock and 28,336 shares
issuable
upon conversion of a warrant held by the selling stockholder. Such
shares
are subject to resale by the use of this prospectus.
|
|
(12)
|
Includes
1,600 shares issuable upon conversion of a warrant held by the selling
stockholder. Such shares are subject to resale by the use of this
prospectus.
|
|
(13)
|
Includes
40,000 shares issuable upon conversion of a warrant held by the selling
stockholder. Such shares are subject to resale by the use of this
prospectus.
|
|
(14)
|
Represents
warrants to purchase 80,000 Shares. North Sound Capital LLC ("North
Sound") may be deemed the beneficial owner of the shares in its capacity
as the managing member of North Sound Legacy Institutional Fund LLC
and
the investment advisor of North Sound Legacy International Ltd. (the
“Funds”), who are the beneficial owners of such shares. As the managing
member or investment advisor, respectively, of the Funds, North Sound
has
voting and investment control with respect to the shares beneficially
owned by the Funds. The ultimate managing member of North Sound is
Thomas
McAuley. North Sound and Mr. McAuley disclaim beneficial ownership
in such
shares except for their respective pecuniary interests in the Funds.
|
|
(15)
|
Includes
80,000 shares issuable upon conversion of a warrant held by the selling
stockholder. Such shares are subject to resale by the use of this
prospectus.
|
|
(16)
|
Includes
250,000 shares of the Series A Convertible Preferred stock which
are
convertible into 500,000 shares of common stock and 500,000 shares
issuable upon conversion of a warrant held by the selling stockholder.
Such shares are subject to resale by the use of this
prospectus.
|
|
(17)
|
Includes
330,000 shares of the Series A Convertible Preferred stock which
are
convertible into 48,000 shares of common stock and 660,000 shares
issuable
upon conversion of a warrant held by the selling stockholder. Such
shares
are subject to resale by the use of this prospectus.
|
|
(18)
|
Includes
495,000 shares of the Series A Convertible Preferred stock which
are
convertible into 48,000 shares of common stock and 990,000 shares
issuable
upon conversion of a warrant held by the selling stockholder. Such
shares
are subject to resale by the use of this
prospectus.
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares
as
agent, but may position and resell a portion of the block as principal
to
facilitate the transaction;
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer
for its
account;
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
·
|
privately
negotiated transactions;
|
·
|
short
sales effected after the date of this
Prospectus;
|
·
|
through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or
otherwise;
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number
of such
shares at a stipulated price per
share;
|
·
|
a
combination of any such methods of sale;
and
|
·
|
any
other method permitted pursuant to applicable
law.
|
·
|
amend
any of the provisions of the Certificate of Incorporation or Bylaws
of the
Company or the Certificate of Designations;
|
·
|
authorize,
create, designate, issue or sell any class or series of capital
stock
which is senior to or pari
passu
with the Series A Preferred Stock;
|
·
|
increase
the number of authorized shares of Series A Preferred Stock or
authorize
the issuance of or issue any shares of Series A Preferred
Stock;
|
·
|
increase
or decrease the number of authorized shares of any class of capital
stock
of the Company;
|
·
|
declare
or pay any dividend, except with respect to the Series A Preferred
Stock
as set forth above;
|
·
|
materially
change the nature or scope of the business of the
Company;
|
·
|
consummate
or agree to make any sale, transfer, assignment, pledge, lease,
license or
similar transaction by which the Company grants on an exclusive
basis any
rights to any of the Company’s intellectual property;
|
·
|
approve
the annual budget of the Company or any changes
thereto;
|
·
|
incur
any indebtedness for borrowed money in excess of fifty thousand
dollars;
|
·
|
create,
incur, assume or suffer to exist, any material lien, charge or
other
encumbrance on any of the Company’s properties or assets; or
|
·
|
increase
the compensation or benefits payable or to become payable to the
Company’s
directors or executives, subject to certain
exceptions.
|
·
|
2,500,000
shares of common stock underlying 1,250,000 shares of Series A
Preferred
Stock issued to participants in our November 2005 private financing
and
1,000,000 shares of common stock that have
been or may be issued as dividends on such shares of Series A Preferred
Stock;
|
·
|
2,500,000
shares of common stock underlying warrants to purchase common stock
issued
to participants
in our November 2005 private
financing;
|
·
|
4,104,000
shares of common stock and 1,641,600 shares of common stock underlying
warrants issued to participants in our April 2004 private
financing;
|
·
|
5,046,875
shares of common stock issued to Goodnow in April 2004 upon conversion
of
a debenture in the aggregate amount of $5,047,000;
and
|
·
|
3,060,144
shares of common stock issued to Goodnow in connection with our
corporate
reorganization in November
2003.
|
·
|
before
such person became an interested stockholder, the board of directors
of
the corporation approved the transaction in which the interested
stockholder became an interested stockholder or approved the business
combination;
|
·
|
upon
consummation of the transaction that resulted in the interested
stockholder’s becoming an interested stockholder, the interested
stockholder owns at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding stock
held by
directors who are also officers of the corporation and by employee
stock
plans that do not provide employees with the rights to determine
confidentially whether shares held subject to the plan will be
tendered in
a tender or exchange offer); or
|
·
|
following
the transaction in which such person became an interested stockholder,
the
business combination is approved by the board of directors of the
corporation and authorized at a meeting of stockholders by the
affirmative
vote of the holders of two−thirds of the outstanding voting stock of the
corporation not owned by the interested
stockholder.
|
·
|
shall
be indemnified by the corporation for all expenses of such legal
proceedings when he is successful on the
merits;
|
·
|
may
be indemnified by the corporation for the expenses, judgments,
fines and
amounts paid in settlement of such proceedings (other than a
derivative
suit), even if he is not successful on the merits, if he acted
in good
faith and in a manner he reasonably believed to be in or not
opposed to
the best interests of the corporation, and, with respect to any
criminal
action or proceeding, had no reasonable cause to believe his
conduct was
unlawful; and
|
·
|
may
be indemnified by the corporation for the expenses of a derivative
suit (a
suit by a stockholder alleging a breach by a director or officer
of a duty
owed to the corporation), even if he is not successful on the
merits, if
he acted in good faith and in a manner he reasonably believed
to be in or
not opposed to the best interests of the corporation.
|
·
|
for
any breach of the director’s duty of loyalty to the corporation or its
stockholders,
|
·
|
for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of
law,
|
·
|
under
Section 174 of the DGCL, or
|
·
|
for
any transaction from which the director derived an improper personal
benefit.
|
Page
|
||
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Report
of Independent Registered Public Accounting Firm
|
F-3
|
|
Report
of Independent Registered Public Accounting Firm
|
F-4
|
|
Consolidated
Balance Sheets - As of December 31, 2005 (unaudited), September 30,
2005
and September 30, 2004
|
F-5
|
|
Consolidated
Statements of Operations - For each of the three fiscal years ended
September 30, 2005 and the three months ended December 31, 2005 and
2004
(unaudited)
|
F-6
|
|
Consolidated
Statements of Stockholders’ Equity (Deficit) - For each of the fiscal
years ended September 30, 2005 and the three months ended December
31,
2005 (unaudited)
|
F-7
|
|
Consolidated
Statements of Cash Flows - For each of the fiscal years ended September
30, 2005 and the three months ended December 31, 2005 and 2004 (unaudited)
|
F-8
|
|
Notes
to Consolidated Financial Statements
|
F-9
|
September
30,
|
December
31,
|
|||||||||
2005
|
2004
|
2005
|
||||||||
ASSETS
|
(Unaudited)
|
|
||||||||
Current
assets:
|
||||||||||
Cash
and cash equivalents
|
$
|
626
|
$
|
7,381
|
$
|
2,135
|
||||
Accounts
receivable
|
14
|
138
|
14
|
|||||||
Prepaids
and other current assets
|
289
|
111
|
262
|
|||||||
Total
current assets
|
929
|
7,630
|
2,411
|
|||||||
Property
and equipment, net
|
-
|
15
|
-
|
|||||||
Other
assets
|
8
|
211
|
8
|
|||||||
Total
assets
|
$
|
937
|
$
|
7,856
|
$
|
2,419
|
||||
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
|
||||||||||
Current
liabilities:
|
||||||||||
Accounts
payable
|
$
|
712
|
$
|
1,185
|
$
|
1,552
|
||||
Accrued
expenses
|
290
|
102
|
177
|
|||||||
Current
maturities of long-term note payable
|
-
|
-
|
889
|
|||||||
Liabilities
of discontinued operations
|
-
|
250
|
-
|
|||||||
Total
current liabilities
|
1,002
|
1,537
|
2,618
|
|||||||
Common
stock warrants
|
-
|
-
|
1,893
|
|||||||
Long-term
note payable
|
867
|
787
|
-
|
|||||||
Total
liabilities
|
1,869
|
2,324
|
4,511
|
|||||||
Commitments
and Contingencies (Note G and O)
|
||||||||||
Series
A cumulative convertible preferred stock, , $.01 par value per
share,
|
||||||||||
liquidation
value $3.00 per share, 1,250,000 shares authorized, issued and
|
||||||||||
outstanding
at December 31, 2005 and no shares authorized, issued,
|
||||||||||
outstanding
at September 30, 2005
|
-
|
-
|
354
|
|||||||
Stockholders'
equity (deficit):
|
||||||||||
Preferred
stock, $.01 par value per share, 3,000,000 shares
authorized:
|
||||||||||
Series
B nonredeemable convertible preferred stock, 600,000 shares authorized;
475,087
and 503,544 shares issued and outstanding as of September
30, 2005 and 2004, respectively
|
5
|
5
|
5
|
|||||||
Common
stock, $.01 par value per share, 50,000,000 shares authorized;
14,038,259
and
13,947,303 shares issued and outstanding at September 30, 2005
and 2004,
respectively
|
140
|
139
|
141
|
|||||||
Additional
paid-in capital
|
146,016
|
145,576
|
146,024
|
|||||||
Accumulated
deficit
|
(147,093
|
)
|
(140,188
|
)
|
(148,616
|
)
|
||||
Total
stockholders' equity (deficit)
|
(932
|
)
|
5,532
|
(2,446
|
)
|
|||||
Total
liabilities and stockholders' equity (deficit)
|
$
|
937
|
$
|
7,856
|
$
|
2,419
|
|
Three
Months Ended
|
|||||||||||||||
|
Fiscal
Year Ended September 30,
|
December
31,
|
||||||||||||||
2005
|
|
|
2004
|
|
|
2003
|
|
|
2005
|
|
|
2004
|
||||
Revenue
|
(Unaudited
|
)
|
(Unaudited
|
)
|
||||||||||||
Grant
income
|
$
|
252
|
$
|
305
|
$
|
-
|
$
|
1
|
$
|
109
|
||||||
Costs
and expenses:
|
||||||||||||||||
Research
and development
|
4,515
|
8,295
|
2,780
|
1,293
|
1,620
|
|||||||||||
General
and administrative
|
2,674
|
3,987
|
2,025
|
491
|
450
|
|||||||||||
Total
costs and expenses
|
7,189
|
12,282
|
4,805
|
1,784
|
2,070
|
|||||||||||
Loss
from operations
|
(6,937
|
)
|
(11,977
|
)
|
(4,805
|
)
|
(1,783
|
)
|
(1,961
|
)
|
||||||
Equity
in loss of Incara Development
|
-
|
-
|
(76
|
)
|
-
|
-
|
||||||||||
Interest
expense, net
|
(31
|
)
|
(5,213
|
)
|
(192
|
)
|
(12
|
)
|
(2
|
)
|
||||||
Other
income
|
63
|
23
|
223
|
18
|
6
|
|||||||||||
Decrease
in fair value of common stock warrants
|
-
|
-
|
-
|
254
|
-
|
|||||||||||
Loss
from continuing operations
|
(6,905
|
)
|
(17,167
|
)
|
(4,850
|
)
|
(1,523
|
)
|
(1,957
|
)
|
||||||
Discontinued
operations
|
-
|
-
|
(38
|
)
|
-
|
-
|
||||||||||
Gain
on sale of discontinued operations
|
-
|
-
|
1,912
|
-
|
-
|
|||||||||||
Net
loss
|
(6,905
|
)
|
(17,167
|
)
|
(2,976
|
)
|
(1,523
|
)
|
(1,957
|
)
|
||||||
Preferred
stock dividend and accretion
|
-
|
(135
|
)
|
(949
|
)
|
-
|
-
|
|||||||||
Net
loss attributable to common stockholders
|
$
|
(6,905
|
)
|
$
|
(17,302
|
)
|
$
|
(3,925
|
)
|
$
|
(1,523
|
)
|
$
|
(1,957
|
)
|
|
Net
loss per common share (basic and diluted):
|
||||||||||||||||
Loss
from continuing operations
|
$
|
(0.49
|
)
|
$
|
(2.06
|
)
|
$
|
(4.25
|
)
|
$
|
(0.11
|
)
|
$
|
(0.14
|
)
|
|
Discontinued
operations
|
$
|
-
|
$
|
-
|
$
|
(0.03
|
)
|
$
|
-
|
$
|
-
|
|||||
Gain
on sale of discontinued operations
|
$
|
-
|
$
|
-
|
$
|
1.40
|
$
|
-
|
$
|
-
|
||||||
Net
loss attributable to common stockholders
|
$
|
(0.49
|
)
|
$
|
(2.06
|
)
|
$
|
(2.88
|
)
|
$
|
(0.11
|
)
|
$
|
(0.14
|
)
|
|
Weighted
average common shares outstanding:
|
||||||||||||||||
Basic
and diluted
|
13,976
|
8,388
|
1,365
|
14,038
|
13,947
|
|
|
||||||||||||||||||||||||
|
|
Series
B Preferred
Stock
|
Common
Stock
|
|
|||||||||||||||||||||
|
Number
of Shares
|
|
Par Value |
Number of
Shares |
Par Value |
Additional
Paid-in Capital |
Restricted Stock |
Accumulated Deficit |
Total
Stockholders' Equity |
|
|||||||||||||||
Balance
at September 30, 2002
|
503,544
|
$
|
5
|
1,409,533
|
$
|
14
|
$
|
104,679
|
$
|
(217
|
)
|
$
|
(118,961
|
)
|
$
|
(14,480
|
)
|
||||||||
-
|
|||||||||||||||||||||||||
Series
C preferred stock dividends and accretion
|
-
|
-
|
-
|
-
|
-
|
-
|
(949
|
)
|
(949
|
)
|
|||||||||||||||
Proceeds
from offerings of Employee Stock Purchase Plan
|
-
|
-
|
3,830
|
-
|
2
|
-
|
-
|
2
|
|||||||||||||||||
Sale
of common stock
|
-
|
-
|
20
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Warrants
issued in conjunction with notes payable
|
-
|
-
|
-
|
-
|
91
|
-
|
-
|
91
|
|||||||||||||||||
Stock-based
compensation and amortization of restricted stock
|
-
|
-
|
-
|
-
|
1,120
|
113
|
-
|
1,233
|
|||||||||||||||||
Net
loss for the fiscal year ended September 30, 2003
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,976
|
)
|
(2,976
|
)
|
|||||||||||||||
Balance
at September 30, 2003
|
503,544
|
5
|
1,413,383
|
14
|
105,892
|
(104
|
)
|
(122,886
|
)
|
(17,079
|
)
|
||||||||||||||
Series
C preferred stock dividends and accretion
|
-
|
-
|
-
|
-
|
-
|
-
|
(135
|
)
|
(135
|
)
|
|||||||||||||||
Common
stock issued in exchange of Series C preferred stock
|
-
|
-
|
225,533
|
2
|
14,635
|
-
|
-
|
14,637
|
|||||||||||||||||
Common
stock issued in exchange for notes payable and accrued
interest
|
-
|
-
|
8,141,979
|
81
|
8,061
|
-
|
-
|
8,142
|
|||||||||||||||||
Beneficial
conversion feature of convertible debt
|
-
|
-
|
-
|
-
|
5,000
|
-
|
-
|
5,000
|
|||||||||||||||||
Proceeds
from offerings of Employee Stock Purchase Plan
|
-
|
-
|
652
|
-
|
2
|
-
|
-
|
2
|
|||||||||||||||||
Sale
of common stock pursuant to stock offering, net of issuance costs
of
$901
|
-
|
-
|
4,104,000
|
41
|
9,318
|
-
|
-
|
9,359
|
|||||||||||||||||
Exercise
of common stock options
|
-
|
-
|
61,756
|
1
|
75
|
-
|
-
|
76
|
|||||||||||||||||
Stock-based
compensation and amortization of restricted stock
|
-
|
-
|
-
|
-
|
2,593
|
104
|
-
|
2,697
|
|||||||||||||||||
Net
loss for the fiscal year ended September 30, 2004
|
-
|
-
|
-
|
-
|
-
|
-
|
(17,167
|
)
|
(17,167
|
)
|
|||||||||||||||
Balance
at September 30, 2004
|
503,544
|
5
|
13,947,303
|
139
|
145,576
|
-
|
(140,188
|
)
|
5,532
|
||||||||||||||||
Common
stock issued in exchange of Series B preferred stock
|
(28,457
|
)
|
-
|
28,457
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||
Compensation
expense on the accelerated vesting of employee stock
options
|
-
|
-
|
-
|
-
|
293
|
-
|
-
|
293
|
|||||||||||||||||
Exercise
of common stock options
|
-
|
-
|
62,499
|
1
|
62
|
-
|
-
|
63
|
|||||||||||||||||
Stock-based
compensation
|
-
|
-
|
-
|
-
|
85
|
-
|
-
|
85
|
|||||||||||||||||
Net
loss for the fiscal year ended September 30, 2005
|
-
|
-
|
-
|
-
|
-
|
-
|
(6,905
|
)
|
(6,905
|
)
|
|||||||||||||||
Balance
at September 30, 2005
|
475,087
|
$
|
5
|
14,038,259
|
$
|
140
|
$
|
146,016
|
$
|
-
|
$
|
(147,093
|
)
|
$
|
(932
|
)
|
|||||||||
Sale
of Series A preferred stock pursuant to stock offering, net of
issuance
costs
of $88 (unaudited)
|
-
|
-
|
(88
|
)
|
-
|
-
|
(88
|
)
|
|||||||||||||||||
Exercise
of common stock options (unaudited)
|
-
|
-
|
20,833
|
1
|
20
|
-
|
-
|
21
|
|||||||||||||||||
Stock-based
compensation (unaudited)
|
-
|
-
|
-
|
-
|
76
|
-
|
-
|
76
|
|||||||||||||||||
Net
loss for the three months ended December 31, 2005
(unaudited)
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,523
|
)
|
(1,523
|
)
|
|||||||||||||||
Balance
at December 31, 2005 (unaudited)
|
475,087
|
$
|
5
|
14,059,092
|
$
|
141
|
$
|
146,024
|
$
|
-
|
$
|
(148,616
|
)
|
$
|
(2,446
|
)
|
|||||||||
|
||||||||||||||||
|
Fiscal
Year Ended September 30,
|
Three
Months Ended December
31,
|
||||||||||||||
2005
|
|
|
2004
|
|
|
2003
|
|
|
2005
|
|
|
2004
|
||||
|
(unaudited) |
(unaudited)
|
|
|||||||||||||
Cash
flows from operating activities:
|
||||||||||||||||
Net
loss
|
$
|
(6,905
|
)
|
$
|
(17,167
|
)
|
$
|
(2,976
|
)
|
$
|
(1,523
|
)
|
$
|
(1,957
|
)
|
|
Loss
from discontinued operations
|
-
|
-
|
38
|
-
|
-
|
|||||||||||
Gain
on sale of discontinued operations
|
-
|
-
|
(1,912
|
)
|
-
|
-
|
||||||||||
Loss
from continuing operations
|
(6,905
|
)
|
(17,167
|
)
|
(4,850
|
)
|
(1,523
|
)
|
(1,957
|
)
|
||||||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||||||
Depreciation
and amortization
|
9
|
10
|
160
|
-
|
3
|
|||||||||||
Loss
from discontinued operations
|
-
|
-
|
(38
|
)
|
-
|
-
|
||||||||||
Noncash
compensation
|
293
|
2,569
|
1,218
|
76
|
32
|
|||||||||||
Noncash
interest and financing costs
|
81
|
5,153
|
186
|
22
|
19
|
|||||||||||
Noncash
consulting and license fee
|
85
|
128
|
15
|
-
|
-
|
|||||||||||
Equity
in loss of Incara Development
|
-
|
-
|
112
|
-
|
-
|
|||||||||||
Amortization
of debt issuance costs
|
-
|
15
|
-
|
-
|
-
|
|||||||||||
Decrease
in fair value of common stock warrants
|
-
|
-
|
-
|
(254
|
)
|
-
|
||||||||||
(Gain)
Loss on sale or disposal of equipment
|
(19
|
)
|
-
|
(21
|
)
|
-
|
-
|
|||||||||
Change
in assets and liabilities:
|
||||||||||||||||
Accounts
receivable
|
124
|
(131
|
)
|
(64
|
)
|
-
|
53
|
|||||||||
Prepaids
and other assets
|
25
|
140
|
(22
|
)
|
27
|
5
|
||||||||||
Accounts
payable and accrued expenses
|
(535
|
)
|
642
|
(1,298
|
)
|
727
|
(489
|
)
|
||||||||
Net
cash used in operating activities
|
(6,842
|
)
|
(8,641
|
)
|
(4,602
|
)
|
(925
|
)
|
(2,334
|
)
|
||||||
Cash
flows from investing activities:
|
||||||||||||||||
Proceeds
from sale of discontinued operations
|
-
|
-
|
3,422
|
-
|
-
|
|||||||||||
Proceeds
from sale of equipment
|
25
|
-
|
25
|
|||||||||||||
Net
cash provided by investing activities
|
25
|
-
|
3,447
|
-
|
-
|
|||||||||||
Cash
flows from financing activities:
|
||||||||||||||||
Proceeds
from notes payable, net of issuance costs
|
-
|
6,000
|
2,020
|
-
|
-
|
|||||||||||
Proceeds
from issuance of Series A preferred stock
|
-
|
-
|
-
|
2,413
|
-
|
|||||||||||
Proceeds
from issuance of common stock and warrants,
|
||||||||||||||||
net
of issuance costs
|
-
|
9,436
|
2
|
-
|
-
|
|||||||||||
Proceeds
from exercise of stock options
|
62
|
-
|
-
|
21
|
-
|
|||||||||||
Principal
payments on notes payable
|
-
|
-
|
(441
|
)
|
-
|
-
|
||||||||||
Principal
payments on capital lease obligations
|
-
|
-
|
(49
|
)
|
-
|
-
|
||||||||||
Net
cash provided by financing activities
|
62
|
15,436
|
1,532
|
2,434
|
-
|
|||||||||||
Net
(decrease) increase in cash and cash equivalents
|
(6,755
|
)
|
6,795
|
377
|
1,509
|
(2,334
|
)
|
|||||||||
Cash
and cash equivalents at beginning of year
|
7,381
|
586
|
209
|
626
|
7,381
|
|||||||||||
Cash
and cash equivalents at end of year
|
$
|
626
|
$
|
7,381
|
$
|
586
|
$
|
2,135
|
$
|
5,047
|
||||||
Supplemental
disclosure of cash flow information:
|
||||||||||||||||
Cash
payments of interest
|
$
|
-
|
$
|
1
|
$
|
10
|
$
|
-
|
$
|
-
|
||||||
Supplemental
disclosure of non-cash investing and financing activities:
|
||||||||||||||||
Common
stock issued in exchange for Series B preferred stock
|
$
|
28
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Common
stock issued in exchange for Series C preferred stock
|
$
|
-
|
$
|
14,637
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Common
stock issued in exchange for notes payable
|
||||||||||||||||
and
accrued interest
|
$
|
-
|
$
|
8,142
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Beneficial
conversion feature of convertible debt
|
$
|
-
|
$
|
5,000
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Series
C preferred stock dividend accreted
|
$
|
-
|
$
|
135
|
$
|
949
|
$
|
-
|
$
|
-
|
|
December
31, 2005
|
September
30, 2005
|
|
|
September
30, 2004
|
|||||
(unaudited)
|
||||||||||
Office
equipment
|
$
|
35
|
$
|
35
|
$
|
172
|
||||
Laboratory
equipment
|
-
|
-
|
265
|
|||||||
Leasehold
improvements
|
-
|
-
|
51
|
|||||||
35
|
35
|
488
|
||||||||
Less:
accumulated depreciation and amortization
|
(35
|
)
|
(35
|
)
|
(473
|
)
|
||||
|
$
|
- |
$
|
-
|
$
|
15
|
|
|
|
December
31, 2005
|
|
|
September
30,
2005
|
|
|
September
30,
2004
|
|
|
|
|
(unaudited)
|
|
|
|
|
|||
Lease
reserve (Note G)
|
$
|
159
|
$
|
267
|
$
|
-
|
||||
Payroll-related
liabilities
|
5
|
10
|
91
|
|||||||
Other
|
13
|
13
|
11
|
|||||||
$
|
177
|
$
|
290
|
$
|
102
|
·
|
amend
any of the provisions of the Certificate of Incorporation or
Bylaws of the
Company or the Certificate of
Designations;
|
·
|
authorize,
create, designate, issue or sell any class or series of capital
stock
which is senior to or pari passu with the Series A Preferred
Stock;
|
·
|
increase
the number of authorized shares of Series A Preferred Stock or
authorize
the issuance of or issue any shares of Series A Preferred
Stock;
|
·
|
increase
or decrease the number of authorized shares of any class of capital
stock
of the Company;
|
·
|
declare
or pay any dividend, except with respect to the Series A Preferred
Stock
as set forth above;
|
·
|
materially
change the nature or scope of the business of the
Company;
|
·
|
consummate
or agree to make any sale, transfer, assignment, pledge, lease,
license or
similar transaction by which the Company grants on an exclusive
basis any
rights to any of the Company’s intellectual property;
|
·
|
approve
the annual budget of the Company or any changes
thereto;
|
·
|
incur
any indebtedness for borrowed money in excess of $50,000.00;
|
·
|
create,
incur, assume or suffer to exist, any material lien, charge or
other
encumbrance on any of the Company’s properties or assets; or
|
·
|
increase
the compensation or benefits payable or to become payable to
the Company’s
directors or executives, subject to certain
exceptions.
|
Number
of Shares
|
Exercise
Price
|
Expiration
Date
|
|||||
1,860
|
$
|
16.125
|
August
2006
|
||||
106,783
|
$
|
20.25
|
August
2006
|
||||
10,000
|
$
|
20.25
|
October
2006
|
||||
1,759
|
$
|
19.90
|
October
2008
|
||||
35,000
|
$
|
1.00
|
July
2008
|
||||
2,500,000
|
$
|
1.00
|
November
2010
|
||||
410,400
|
$
|
2.50
|
April
2009
|
||||
1,641,600
|
$
|
4.00
|
April
2009
|
||||
4,707,402
|
|
Shares
|
|
Weighted
Average Exercise Price
|
Weighted
Average Contractual
Life |
Intrinsic Value
(in 000s) |
|
|||||||||
Outstanding
at September 30, 2002
|
327,844
|
$
|
22.85
|
||||||||||||
Granted
|
1,406,915
|
$
|
1.45
|
||||||||||||
Cancelled
|
(59,074
|
)
|
$
|
12.21
|
|||||||||||
Outstanding
at September 30, 2003
|
1,675,685
|
$
|
5.25
|
9.3
years
|
$
|
367
|
|||||||||
Granted
|
406,324
|
$
|
2.62
|
||||||||||||
Exercised
|
(61,756
|
)
|
$
|
1.22
|
|||||||||||
Cancelled
|
(8,033
|
)
|
$
|
43.26
|
|||||||||||
Outstanding
at September 30, 2004
|
2,012,220
|
$
|
4.69
|
8.6
years
|
$
|
93
|
|||||||||
Granted
|
463,300
|
$
|
0.96
|
||||||||||||
Exercised
|
(62,499
|
)
|
$
|
1.00
|
|||||||||||
Cancelled
|
(18,930
|
)
|
$
|
6.77
|
|||||||||||
Outstanding
at September 30, 2005
|
2,394,091
|
$
|
4.05
|
8.0
years
|
$
|
65
|
|||||||||
Granted
|
46,350
|
$
|
1.04
|
||||||||||||
Exercised
|
(20,833
|
)
|
$
|
1.00
|
|||||||||||
Cancelled
|
-
|
-
|
|||||||||||||
Outstanding
at December 31, 2005 (unaudited)
|
2,419,608
|
$
|
4.02
|
7.8
years
|
$
|
20
|
|||||||||
|
Unvested
Shares
|
Weighted
Average
Grant
Date Fair
Value |
|||||
Nonvested
at September 30, 2005
|
112,917
|
$
|
0.85
|
||||
Granted
|
46,350
|
$
|
1.04
|
||||
Vested
|
(76,766
|
)
|
$
|
0.99
|
|||
Forfeited
|
-
|
-
|
|||||
Nonvested
at December 31, 2005
|
82,501
|
$
|
0.82
|
||||
Options
Outstanding
|
Options
Exercisable
|
|||||||||||||||
Range
of
Exercise
Prices
|
Number
Outstanding
at
September
30,
2005
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life
|
Number
Exercisable
at
September
30,
2005
|
Weighted
Average
Exercise
Price
|
|||||||||||
$0.40
- $0.78
|
32,164
|
$
|
0.67
|
9.2
years
|
32,164
|
$
|
0.67
|
|||||||||
$0.85
- $0.97
|
238,744
|
$
|
0.89
|
9.1
years
|
128,746
|
$
|
0.88
|
|||||||||
$1.00
|
187,501
|
$
|
1.00
|
9.8
years
|
187,501
|
$
|
1.00
|
|||||||||
$1.12
- $1.45
|
52,950
|
$
|
1.15
|
9.2
years
|
52,950
|
$
|
1.15
|
|||||||||
$1.50
|
1,256,015
|
$
|
1.50
|
7.8
years
|
1,256,015
|
$
|
1.50
|
|||||||||
$1.52
- $1.85
|
222,500
|
$
|
1.84
|
9.0
years
|
222,500
|
$
|
1.84
|
|||||||||
$2.10
- $3.60
|
77,315
|
$
|
2.97
|
7.2
years
|
74,396
|
$
|
2.99
|
|||||||||
$5.00
- $10.00
|
111,232
|
$
|
5.31
|
7.9
years
|
111,232
|
$
|
5.31
|
|||||||||
$11.50
- $20.00
|
105,357
|
$
|
14.47
|
6.0
years
|
105,357
|
$
|
14.47
|
|||||||||
$22.50
- $205.00
|
110,313
|
$
|
41.51
|
4.7
years
|
110,313
|
$
|
41.51
|
|||||||||
$0.40
- $205.00
|
2,394,091
|
$
|
4.05
|
8.0
years
|
2,281,174
|
$
|
4.21
|
Options
Outstanding
|
Options
Exercisable
|
|||||||||||||||
Range
of
Exercise
Prices
|
Number
Outstanding
at
September
30,
2005
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contractual
Life
|
Number
Exercisable
at
September
30,
2005
|
Weighted
Average
Exercise
Price
|
|||||||||||
$0.40
- $0.78
|
32,164
|
$
|
0.67
|
8.9
years
|
32,164
|
$
|
0.67
|
|||||||||
$0.79
- $0.97
|
254,194
|
$
|
0.89
|
8.9
years
|
174,195
|
$
|
0.89
|
|||||||||
$1.00
|
166,668
|
$
|
1.00
|
9.5
years
|
166,668
|
$
|
1.00
|
|||||||||
$1.00
- $1.45
|
83,850
|
$
|
1.13
|
9.3
years
|
83,850
|
$
|
1.13
|
|||||||||
$1.50
|
1,256,015
|
$
|
1.50
|
7.6
years
|
1,256,015
|
$
|
1.50
|
|||||||||
$1.52
- $1.85
|
222,500
|
$
|
1.84
|
8.7
years
|
222,500
|
$
|
1.84
|
|||||||||
$2.10
- $3.60
|
77,315
|
$
|
2.97
|
7.0
years
|
74,812
|
$
|
2.99
|
|||||||||
$5.00
- $10.00
|
111,232
|
$
|
5.31
|
7.6
years
|
111,232
|
$
|
5.31
|
|||||||||
$11.50
- $20.00
|
105,357
|
$
|
14.47
|
5.7
years
|
105,357
|
$
|
14.47
|
|||||||||
$22.50
- $205.00
|
110,313
|
$
|
41.51
|
4.5
years
|
110,313
|
$
|
41.51
|
|||||||||
$0.40
- $205.00
|
2,419,608
|
$
|
4.02
|
7.8
years
|
2,337,107
|
$
|
4.13
|
|
For
the year ended September 30,
|
Three
Months ended December 31,
|
|||||||||||
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2004
|
|
Net
loss attributable to common stockholders (in thousands):
|
(unaudited)
|
|
|||||||||||
As
reported
|
$
|
(6,905
|
)
|
$
|
(17,302
|
)
|
$
|
(3,925
|
)
|
$
|
(1,957
|
)
|
|
Add:
APB 25 compensation expense on the accelerated
|
|||||||||||||
vesting
of employee stock options
|
294
|
1,394
|
-
|
-
|
|||||||||
Less:
pro forma adjustment for stock-based
|
|||||||||||||
compensation
expense
|
(676
|
)
|
(1,081
|
)
|
(316
|
)
|
(202
|
)
|
|||||
Pro
forma
|
$
|
(7,287
|
)
|
$
|
(16,989
|
)
|
$
|
(4,241
|
)
|
$
|
(2,159
|
)
|
|
Basic
and diluted net loss per weighted share
attributable to
|
|||||||||||||
common
stockholders:
|
|||||||||||||
As
reported
|
$
|
(0.49
|
)
|
$
|
(2.06
|
)
|
$
|
(2.88
|
)
|
$
|
(0.14
|
)
|
|
Effect
of pro forma adjustment
|
(0.03
|
)
|
0.03
|
(0.23
|
)
|
(0.01
|
)
|
||||||
Pro
forma
|
$
|
(0.52
|
)
|
$
|
(2.03
|
)
|
$
|
(3.11
|
)
|
$
|
(0.15
|
)
|
For
the year ended September 30,
|
Three
Months Ended December
31, 2004
(unaudited)
|
|||||||
2005
|
2004
|
2003
|
||||||
Dividend
yield
|
0%
|
0%
|
0%
|
0%
|
||||
Expected
volatility
|
195%
|
274%
|
233%
|
195%
|
||||
Risk-free
interest rate
|
2.9%
- 4.3%
|
1.2%
- 4.7%
|
1.2%
- 3.8%
|
2.9%
- 4.3%
|
||||
Expected
option life after shares are vested
|
10
years
|
3
years
|
3
years
|
3
years
|
Research
and development expenses
|
$
|
12
|
||
General
and administrative expenses
|
64
|
|||
Total
stock-based compensation expense
|
$
|
76
|
Dividend
yield
|
0%
|
||
Expected
volatility
|
188-189%
|
||
Risk-free
interest rate
|
4.3%
- 4.6%
|
||
Expected
option life after shares are vested
|
10
years
|
2005
|
|
|
2004
|
||||
Net
operating loss carryforwards
|
$
|
35,068
|
$
|
33,500
|
|||
AMT
credit carryforwards
|
37
|
37
|
|||||
Research
and development credit carryforwards
|
2,967
|
2,651
|
|||||
Accrued
payroll related liabilities
|
2,464
|
1,779
|
|||||
Charitable
contribution carryforwards
|
1,109
|
1,042
|
|||||
Total
deferred tax assets
|
41,645
|
39,009
|
|||||
Deferred
tax liabilities
|
(109
|
)
|
(102
|
)
|
|||
Valuation
allowance for deferred assets
|
(41,536
|
)
|
(38,907
|
)
|
|||
Net
deferred tax asset
|
$
|
-
|
$
|
-
|
2005
|
|
|
2004
|
|
|
2003
|
||||
Effective
tax rate
|
0
|
%
|
0
|
%
|
0
|
%
|
||||
United
States Federal tax at statutory rate
|
$
|
(2,348
|
)
|
$
|
(5,837
|
)
|
$
|
(996
|
)
|
|
State
taxes (net of federal benefit)
|
(296
|
)
|
(773
|
)
|
(132
|
)
|
||||
Change
in valuation reserves
|
2,629
|
4,923
|
1,301
|
|||||||
Loss
in foreign subsidiary
|
-
|
-
|
26
|
|||||||
Other
|
15
|
1,687
|
(199
|
)
|
||||||
Provision
for income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
|
|||||||
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Year
|
||||||
(in
thousands, except per share amounts)
|
||||||||||||||||
Fiscal
2005
|
||||||||||||||||
Total
revenue
|
$
|
109
|
$
|
6
|
$
|
121
|
$
|
16
|
$
|
252
|
||||||
Net
loss attributable to common stockholders
|
$
|
(1,957
|
)
|
$
|
(1,659
|
)
|
$
|
(1,636
|
)
|
$
|
(1,653
|
)
|
$
|
(6,905
|
)
|
|
Net
loss per common share (basic and diluted):
|
||||||||||||||||
Net
loss attributable to common stockholders
|
$
|
(0.14
|
)
|
$
|
(0.12
|
)
|
$
|
(0.12
|
)
|
$
|
(0.12
|
)
|
$
|
(0.49
|
)
|
|
Fiscal
2004
|
||||||||||||||||
Total
revenue
|
$
|
47
|
$
|
55
|
$
|
72
|
$
|
131
|
$
|
305
|
||||||
Net
loss attributable to common stockholders
|
$
|
(2,478
|
)
|
$
|
(2,308
|
)
|
$
|
(10,468
|
)
|
$
|
(2,048
|
)
|
$
|
(17,302
|
)
|
|
Net
loss per common share (basic and diluted):
|
||||||||||||||||
Net
loss attributable to common stockholders
|
$
|
(0.86
|
)
|
$
|
(0.49
|
)
|
$
|
(0.81
|
)
|
$
|
(0.15
|
)
|
$
|
(2.06
|
)
|
SEC
registration fee
|
$
|
552.12
|
||
Legal
fees and expenses
|
125,000.00
|
|||
Accounting
fees and expenses
|
30,000.00
|
|||
Miscellaneous
fees and expenses
|
2,000.00
|
|||
Total
|
$
|
157,552.12
|
Incorporated
by Reference To
|
|||||||||||||||||||||
Exhibit
Number
|
Description
of Document
|
Registrant’s
Form
|
Dated
|
Exhibit
Number
|
Filed
Herewith
|
||||||||||||||||
2.1
|
Agreement
and Plan of Merger and Reorganization dated September 16, 2003 between
Incara, Inc. and Incara Pharmaceuticals Corporation
|
S-4
|
09/19/03
|
2.1
|
|||||||||||||||||
3.1
|
Certificate
of Incorporation, as amended
|
10-Q
|
06/30/04
|
3.1
|
|||||||||||||||||
3.2
|
Bylaws,
as amended
|
8-K
|
10/25/05
|
3.1
|
|||||||||||||||||
3.3
|
Certificate
of Designations, Preferences and Rights of Series A Convertible Preferred
Stock of the Company dated November 18, 2005.
|
8-K
|
11/23/05
|
3.1
|
|||||||||||||||||
4.1
|
Form
of Common Stock Certificate
|
10-Q
|
06/30/04
|
4.1
|
|||||||||||||||||
4.2
|
Warrant
to Purchase Shares of Series B Preferred Stock issued to Elan
International Services, Ltd.
|
10-Q
|
12/31/00
|
4.3
|
|||||||||||||||||
4.3
|
Form
of Warrant issued to investors in August 2001.
|
S-1
|
08/02/01
|
4.4
|
|||||||||||||||||
4.4
|
Warrant
to Purchase Common Stock of Incara Pharmaceuticals Corporation dated
July
11, 2003 issued to W. Ruffin Woody, Jr.
|
10-Q
|
06/30/03
|
4.5
|
|||||||||||||||||
4.5
|
Form
of Series B Preferred Stock Certificate
|
S-4
|
09/19/03
|
4.8
|
|||||||||||||||||
4.6
|
Form
of Warrant to Purchase Common Stock of Incara Pharmaceuticals Corporation
dated April 19, 2004 issued to investors in April 2004
|
8-K
|
04/21/04
|
4.9
|
|||||||||||||||||
4.7
|
Warrant
to Purchase Common Stock of Incara Pharmaceuticals Corporation dated
April
19, 2004 issued to SCO Securities LLC
|
8-K
|
04/21/04
|
4.10
|
|||||||||||||||||
4.8
|
Registration
Rights Agreement dated November 21, 2005 by and among the Company
and each
of the Purchasers whose names appear on the Schedule attached
thereto
|
8-K
|
11/23/05
|
4.1
|
|||||||||||||||||
4.9
|
Form
of Warrant to Purchase Common Stock dated November 21,
2005
|
8-K
|
11/23/05
|
10.2
|
|||||||||||||||||
5.1
|
Opinion
of Paul, Hastings, Janofsky & Walker LLP
|
X
|
|||||||||||||||||||
10.1*
|
License
Agreement between Duke University and Aeolus Pharmaceuticals, Inc.,
dated
July 21, 1995
|
S-1
|
12/08/95
|
10.4
|
|||||||||||||||||
10.2
|
Exchange
Agreement dated July 15, 1999, between Intercardia, Inc. and Interneuron
Pharmaceuticals, Inc.
|
8-K
|
07/23/99
|
10.40
|
|||||||||||||||||
10.3
|
Registration
Rights Agreement dated July 15, 1999, between Interneuron Pharmaceuticals,
Inc. and Intercardia, Inc.
|
8-K
|
07/23/99
|
10.41
|
|||||||||||||||||
10.4
|
Amended
and Restated Limited Liability Company Agreement of CPEC LLC dated
July
15, 1999, among CPEC LLC, Intercardia, Inc. and Interneuron
Pharmaceuticals, Inc.
|
8-K
|
07/23/99
|
10.42
|
|||||||||||||||||
10.5
|
Assignment,
Assumption and License Agreement dated July 15, 1999, between CPEC
LLC and
Intercardia, Inc.
|
8-K
|
07/23/99
|
10.43
|
|||||||||||||||||
10.6*
|
License
Agreement dated January 19, 2001 between Incara Pharmaceuticals
Corporation and Incara Development, Ltd.
|
10-Q
|
12/31/00
|
10.59
|
|||||||||||||||||
10.7*
|
License
Agreement dated January 19, 2001 between Elan Corporation, plc, Elan
Pharma International Ltd. and Incara Development, Ltd.
|
10-Q
|
12/31/00
|
10.60
|
|||||||||||||||||
10.8
|
Convertible
Promissory Note dated December 21, 2000 issued by Incara Pharmaceuticals
Corporation to Elan Pharma International Ltd.
|
10-Q
|
12/31/00
|
10.61
|
|||||||||||||||||
10.9
|
Registration
Rights Agreement dated December 21, 2000 among Incara Pharmaceuticals
Corporation, Elan International Services, Ltd. and Elan Pharma
International Ltd.
|
10-Q
|
12/31/00
|
10.62
|
|||||||||||||||||
10.10
|
Agreement
and Amendment, effective as of January 22, 2001, by and among Incara
Pharmaceuticals Corporation, Elan International Services, Ltd. and
Elan
Pharma International Limited
|
10-Q
|
03/31/01
|
10.64
|
|||||||||||||||||
10.11
|
Second
Agreement and Amendment, effective as of January 22, 2001, by and
among
Incara Pharmaceuticals Corporation, Elan International Services,
Ltd. and
Elan Pharma International Limited
|
10-Q
|
03/31/01
|
10.65
|
|||||||||||||||||
10.12
|
Third
Agreement and Amendment, effective as of January 22, 2001, by and
among
Incara Pharmaceuticals Corporation, Elan International Services,
Ltd. and
Elan Pharma International Limited
|
8-K
|
06/01/01
|
10.66
|
|||||||||||||||||
10.13
|
Commencement
Agreement and Lease Amendment Number One, dated November 1, 2001,
to
Office Lease between Highwoods Realty Limited Partnership and Incara
Pharmaceuticals Corporation
|
10-K
|
09/30/01
|
10.74
|
10.14
|
Agreement
and Fourth Amendment, effective February 13, 2002, by and among Incara
Pharmaceuticals Corporation, Elan International Services, Ltd., Elan
Pharma International Limited and Elan Pharmaceutical Investments
III,
Ltd.
|
10-Q
|
12/31/01
|
10.75
|
||||||||||||||||
10.15
|
Employment
Agreement between Richard W. Reichow and Incara Pharmaceuticals
Corporation, dated April 2, 2002
|
10-Q
|
03/31/02
|
10.77
|
||||||||||||||||
10.16*
|
License
Agreement dated June 25, 1998 between Duke University and Aeolus
Pharmaceuticals, Inc.
|
10-Q
|
03/31/02
|
10.82
|
||||||||||||||||
10.17*
|
License
Agreement dated May 7, 2002 between Duke University and Aeolus
Pharmaceuticals, Inc.
|
10-Q
|
03/31/02
|
10.83
|
||||||||||||||||
10.18*
|
Securities
Purchase Agreement dated as of May 15, 2002, among Incara Pharmaceuticals
Corporation, Aeolus Pharmaceuticals, Inc., Elan Pharma International
Limited and Elan International Services, Ltd.
|
8-K
|
07/03/02
|
10.84
|
||||||||||||||||
10.19*
|
Development
and Option Agreement dated May 15, 2002, among Elan Pharma International
Limited, Incara Pharmaceuticals Corporation and Aeolus Pharmaceuticals,
Inc.
|
8-K
|
07/03/02
|
10.85
|
||||||||||||||||
10.20
|
Amended
and Restated Registration Rights Agreement dated as of May 15, 2002,
among
Incara Pharmaceuticals Corporation, Elan International Services,
Ltd. and
Elan Pharma International Limited
|
8-K
|
07/03/02
|
10.86
|
||||||||||||||||
10.21
|
Amendment
No. 1 to License Agreement dated May 14, 2002, between Aeolus
Pharmaceuticals, Inc. and Duke University (amending License Agreement
dated July 21, 1995)
|
8-K
|
07/03/02
|
10.87
|
||||||||||||||||
10.22
|
Amendment
No. 1 to License Agreement dated May 14, 2002, between Aeolus
Pharmaceuticals, Inc. and Duke University (amending License Agreement
dated June 25, 1998)
|
8-K
|
07/03/02
|
10.88
|
||||||||||||||||
10.23
|
Amendment
No. 1 to License Agreement dated May 14, 2002, between Aeolus
Pharmaceuticals, Inc. and National Jewish Medical and Research Center
(amending License Agreement dated November 17, 2000)
|
8-K
|
07/03/02
|
10.89
|
||||||||||||||||
10.24*
|
Asset
Purchase Agreement dated October 21, 2002 between Incara Cell
Technologies, Inc. and Vesta Therapeutics, Inc.
|
8-K
|
10/24/02
|
10.91
|
||||||||||||||||
10.25
|
Amendment
No. 1 dated October 30, 2002 to Asset Purchase Agreement between
Incara
Cell Technologies, Inc. and Vesta Therapeutics, Inc.
|
8-K
|
11/11/02
|
10.92
|
||||||||||||||||
10.26
|
Secured
Convertible Promissory Note dated July 11, 2003 issued by Incara
Pharmaceuticals Corporation to W. Ruffin Woody, Jr.
|
10-Q
|
06/30/03
|
10.96
|
||||||||||||||||
10.27
|
Convertible
Secured Promissory Note dated July 28, 2003 issued by Incara, Inc.
to
Goodnow Capital, Inc.
|
10-Q
|
06/30/03
|
10.97
|
||||||||||||||||
10.28
|
Guaranty
dated July 28, 2003 issued by Incara Pharmaceuticals Incorporation
to
Goodnow Capital, Inc.
|
10-Q
|
06/30/03
|
10.98
|
||||||||||||||||
10.29
|
Security
Agreement dated July 28, 2003 issued by Incara Pharmaceuticals
Incorporation to Goodnow Capital, Inc.
|
10-Q
|
06/30/03
|
10.90
|
||||||||||||||||
10.30
|
Debenture
and Warrant Purchase Agreement dated September 16, 2003 among Incara
Pharmaceuticals Corporation, Incara, Inc. and Goodnow Capital,
L.L.C.
|
S-4
|
09/19/03
|
10.100
|
||||||||||||||||
10.31
|
Registration
Rights Agreement dated September 16, 2003 among Incara Pharmaceuticals
Corporation, Incara, Inc. and Goodnow Capital, L.L.C.
|
S-4
|
09/19/03
|
10.101
|
||||||||||||||||
10.32
|
Purchase
Agreement dated April 19, 2004 among Incara Pharmaceuticals Corporation
and certain investors
|
8-K
|
04/21/04
|
10.102
|
||||||||||||||||
10.33
|
Registration
Rights Agreement dated April 19, 2004 among Incara Pharmaceuticals
Corporation, certain investors and SCO Securities LLC
|
8-K
|
04/21/04
|
10.103
|
10.34
|
Amendment
No. 1 to Debenture and Warrant Purchase Agreement dated September
16, 2003
among Incara Pharmaceuticals Corporation, Incara, Inc. and Goodnow
Capital, L.L.C.
|
8-K
|
04/21/04
|
10.104
|
||||||||||||||||
10.35
|
Letter
dated May 17, 2004 from Elan International Services, Limited and
Elan
Pharma International Limited to Incara Pharmaceuticals
Corporation
|
10-Q
|
06/30/04
|
10.106
|
||||||||||||||||
10.36
|
Aeolus
Pharmaceuticals, Inc. 1994 Stock Option Plan, as amended
|
10-Q
|
06/30/04
|
10.109
|
||||||||||||||||
10.37
|
Aeolus
Pharmaceuticals, Inc. 2004 Stock Option Plan, as amended on December
13,
2004
|
8-K
|
12/15/04
|
10.110
|
||||||||||||||||
10.38
|
Letter
Agreement dated January 5, 2005 by and between Aeolus Pharmaceuticals,
Inc. and Richard P. Burgoon, Jr.
|
8-K
|
1/5/05
|
10.115
|
||||||||||||||||
10.39
|
Consulting
Agreement dated February 21, 2005 by and between Aeolus Pharmaceuticals,
Inc. and Elaine Alexander, M.D., Ph.D.
|
8-K
|
2/18/05
|
10.117
|
||||||||||||||||
10.40
|
Consulting
Agreement dated June 20, 2005 by and between Aeolus Pharmaceuticals,
Inc.
and John L. McManus
|
8-K
|
6/16/05
|
10.119
|
||||||||||||||||
10.41
|
Consulting
Agreement dated June 20, 2005 by and between Aeolus Pharmaceuticals,
Inc.
& McManus & Company, Inc.
|
8-K
|
6/16/05
|
10.120
|
||||||||||||||||
10.42
|
Separation
Agreement and General Release dated June 20, 2005 by and between
Aeolus
Pharmaceuticals, Inc. and Richard Reichow
|
8-K
|
6/16/05
|
10.121
|
||||||||||||||||
10.43
|
Form
of Indemnification Agreement
|
8-K
|
2/18/05
|
10.118
|
||||||||||||||||
10.44
|
Terms
of Outside Director Compensation
|
10-K
|
12/17/04
|
10.114
|
||||||||||||||||
10.45
|
Form
of Incentive Stock Option Agreement
|
10-Q
|
2/8/05
|
10.115
|
||||||||||||||||
10.46
|
Form
of Nonqualified Stock Option Agreement
|
10-Q
|
2/8/05
|
10.116
|
||||||||||||||||
10.47
|
Consulting
Agreement dated December 14, 2004 by and between Aeolus Pharmaceuticals,
Inc. and Dr. Shayne C. Gad
|
8-K
|
12/14/04
|
10.112
|
||||||||||||||||
10.48
|
Purchase
Agreement dated November 21, 2005 by and among the Company and the
investors whose names appear on the signature pages
thereof
|
8-K
|
11/23/05
|
10.1
|
||||||||||||||||
14.1
|
Aeolus
Pharmaceuticals, Inc. Code of Ethics for Chief Executive Officer
and
Senior Financial Officers, as amended on December 13, 2004
|
8-K
|
12/14/04
|
10.113
|
||||||||||||||||
16.1
|
Letter
of Grant Thornton LLP Regarding Change in Independent Public
Accountants
|
8-K
|
9/15/05
|
16.1
|
||||||||||||||||
21.1
|
Subsidiaries
|
10-K
|
9/30/05
|
21.1
|
||||||||||||||||
23.1
|
Consent
of Haskell & White, LLP, Independent Registered Public Accounting
Firm
|
X
|
||||||||||||||||||
23.2
|
Consent
of Grant Thornton, LLP, Independent Registered Public Accounting
Firm
|
X
|
||||||||||||||||||
23.3
|
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm
|
X
|
||||||||||||||||||
24.1
|
Power
of Attorney. Reference is made to the signature page
hereto
|
X
|
AEOLUS PHARMACEUTICALS, INC. | ||
|
|
|
By: | /s/ Richard P. Burgoon, Jr. | |
Richard P. Burgoon, Jr. |
||
Chief Executive Officer |
Name
|
Title
|
Date
|
||
/s/
RICHARD
P. BURGOON
|
Chief
Executive Officer (Principal Executive Officer)
|
February
16, 2006
|
||
Richard
P. Burgoon, Jr.
|
||||
/s/
Michael
P. McManus
|
Chief
Accounting Officer, Treasurer and Secretary
|
February
16, 2006
|
||
Michael
P. McManus
|
(Principal
Financial and Accounting Officer)
|
|||
/s/
David
C. Cavalier
|
Chairman
of the Board of Directors
|
February
16, 2006
|
||
David
C. Cavalier
|
||||
/s/
John
M. Farah, Jr.
|
Director
|
February
16, 2006
|
||
John
M. Farah, Jr. Ph.D.
|
||||
/s/
Amit
Kumar
|
Director
|
February
16, 2006
|
||
Amit
Kumar, Ph.D.
|
||||
/s/
Michael
E. Lewis
|
Director
|
February
16, 2006
|
||
Michael
E. Lewis, Ph.D.
|
||||
/s/
Chris
A. Rallis
|
Director
|
February
16, 2006
|
||
Chris
A. Rallis
|
||||
/s/
Peter D. Suzdak
|
Director
|
February
16, 2006
|
||
Peter
D. Suzdak, Ph.D.
|
Incorporated
by Reference To
|
||||||||||
Exhibit
Number
|
Description
of Document
|
Registrant’sForm
|
Dated
|
Exhibit
Number
|
Filed
Herewith
|
|||||
2.1
|
Agreement
and Plan of Merger and Reorganization dated September 16, 2003
between
Incara, Inc. and Incara Pharmaceuticals Corporation
|
S-4
|
09/19/03
|
2.1
|
||||||
3.1
|
Certificate
of Incorporation, as amended
|
10-Q
|
06/30/04
|
3.1
|
||||||
3.2
|
Bylaws,
as amended
|
8-K
|
10/25/05
|
3.1
|
||||||
3.3
|
Certificate
of Designations, Preferences and Rights of Series A Convertible
Preferred
Stock of the Company dated November 18, 2005.
|
8-K
|
11/23/05
|
3.1
|
||||||
4.1
|
Form
of Common Stock Certificate
|
10-Q
|
06/30/04
|
4.1
|
||||||
4.2
|
Warrant
to Purchase Shares of Series B Preferred Stock issued to Elan
International Services, Ltd.
|
10-Q
|
12/31/00
|
4.3
|
||||||
4.3
|
Form
of Warrant issued to investors in August 2001.
|
S-1
|
08/02/01
|
4.4
|
||||||
4.4
|
Warrant
to Purchase Common Stock of Incara Pharmaceuticals Corporation
dated July
11, 2003 issued to W. Ruffin Woody, Jr.
|
10-Q
|
06/30/03
|
4.5
|
||||||
4.5
|
Form
of Series B Preferred Stock Certificate
|
S-4
|
09/19/03
|
4.8
|
||||||
4.6
|
Form
of Warrant to Purchase Common Stock of Incara Pharmaceuticals Corporation
dated April 19, 2004 issued to investors in April 2004
|
8-K
|
04/21/04
|
4.9
|
||||||
4.7
|
Warrant
to Purchase Common Stock of Incara Pharmaceuticals Corporation
dated April
19, 2004 issued to SCO Securities LLC
|
8-K
|
04/21/04
|
4.10
|
||||||
4.8
|
Registration
Rights Agreement dated November 21, 2005 by and among the Company
and each
of the Purchasers whose names appear on the Schedule attached
thereto
|
8-K
|
11/23/05
|
4.1
|
||||||
4.9
|
Form
of Warrant to Purchase Common Stock dated November 21,
2005
|
8-K
|
11/23/05
|
10.2
|
||||||
5.1
|
Opinion
of Paul, Hastings, Janofsky & Walker LLP
|
X
|
||||||||
10.1*
|
License
Agreement between Duke University and Aeolus Pharmaceuticals, Inc.,
dated
July 21, 1995
|
S-1
|
12/08/95
|
10.4
|
||||||
10.2
|
Exchange
Agreement dated July 15, 1999, between Intercardia, Inc. and Interneuron
Pharmaceuticals, Inc.
|
8-K
|
07/23/99
|
10.40
|
||||||
10.3
|
Registration
Rights Agreement dated July 15, 1999, between Interneuron Pharmaceuticals,
Inc. and Intercardia, Inc.
|
8-K
|
07/23/99
|
10.41
|
||||||
10.4
|
Amended
and Restated Limited Liability Company Agreement of CPEC LLC dated
July
15, 1999, among CPEC LLC, Intercardia, Inc. and Interneuron
Pharmaceuticals, Inc.
|
8-K
|
07/23/99
|
10.42
|
||||||
10.5
|
Assignment,
Assumption and License Agreement dated July 15, 1999, between CPEC
LLC and
Intercardia, Inc.
|
8-K
|
07/23/99
|
10.43
|
||||||
10.6*
|
License
Agreement dated January 19, 2001 between Incara Pharmaceuticals
Corporation and Incara Development, Ltd.
|
10-Q
|
12/31/00
|
10.59
|
||||||
10.7*
|
License
Agreement dated January 19, 2001 between Elan Corporation, plc,
Elan
Pharma International Ltd. and Incara Development, Ltd.
|
10-Q
|
12/31/00
|
10.60
|
||||||
10.8
|
Convertible
Promissory Note dated December 21, 2000 issued by Incara Pharmaceuticals
Corporation to Elan Pharma International Ltd.
|
10-Q
|
12/31/00
|
10.61
|
||||||
10.9
|
Registration
Rights Agreement dated December 21, 2000 among Incara Pharmaceuticals
Corporation, Elan International Services, Ltd. and Elan Pharma
International Ltd.
|
10-Q
|
12/31/00
|
10.62
|
||||||
10.10
|
Agreement
and Amendment, effective as of January 22, 2001, by and among Incara
Pharmaceuticals Corporation, Elan International Services, Ltd.
and Elan
Pharma International Limited
|
10-Q
|
03/31/01
|
10.64
|
||||||
10.11
|
Second
Agreement and Amendment, effective as of January 22, 2001, by and
among
Incara Pharmaceuticals Corporation, Elan International Services,
Ltd. and
Elan Pharma International Limited
|
10-Q
|
03/31/01
|
10.65
|
10.12
|
Third
Agreement and Amendment, effective as of January 22, 2001, by and
among
Incara Pharmaceuticals Corporation, Elan International Services,
Ltd. and
Elan Pharma International Limited
|
8-K
|
06/01/01
|
10.66
|
||||||
10.13
|
Commencement
Agreement and Lease Amendment Number One, dated November 1, 2001,
to
Office Lease between Highwoods Realty Limited Partnership and Incara
Pharmaceuticals Corporation
|
10-K
|
09/30/01
|
10.74
|
||||||
10.14
|
Agreement
and Fourth Amendment, effective February 13, 2002, by and among
Incara
Pharmaceuticals Corporation, Elan International Services, Ltd.,
Elan
Pharma International Limited and Elan Pharmaceutical Investments
III,
Ltd.
|
10-Q
|
12/31/01
|
10.75
|
||||||
10.15
|
Employment
Agreement between Richard W. Reichow and Incara Pharmaceuticals
Corporation, dated April 2, 2002
|
10-Q
|
03/31/02
|
10.77
|
||||||
10.16*
|
License
Agreement dated June 25, 1998 between Duke University and Aeolus
Pharmaceuticals, Inc.
|
10-Q
|
03/31/02
|
10.82
|
||||||
10.17*
|
License
Agreement dated May 7, 2002 between Duke University and Aeolus
Pharmaceuticals, Inc.
|
10-Q
|
03/31/02
|
10.83
|
||||||
10.18*
|
Securities
Purchase Agreement dated as of May 15, 2002, among Incara Pharmaceuticals
Corporation, Aeolus Pharmaceuticals, Inc., Elan Pharma International
Limited and Elan International Services, Ltd.
|
8-K
|
07/03/02
|
10.84
|
||||||
10.19*
|
Development
and Option Agreement dated May 15, 2002, among Elan Pharma International
Limited, Incara Pharmaceuticals Corporation and Aeolus Pharmaceuticals,
Inc.
|
8-K
|
07/03/02
|
10.85
|
||||||
10.20
|
Amended
and Restated Registration Rights Agreement dated as of May 15,
2002, among
Incara Pharmaceuticals Corporation, Elan International Services,
Ltd. and
Elan Pharma International Limited
|
8-K
|
07/03/02
|
10.86
|
||||||
10.21
|
Amendment
No. 1 to License Agreement dated May 14, 2002, between Aeolus
Pharmaceuticals, Inc. and Duke University (amending License Agreement
dated July 21, 1995)
|
8-K
|
07/03/02
|
10.87
|
||||||
10.22
|
Amendment
No. 1 to License Agreement dated May 14, 2002, between Aeolus
Pharmaceuticals, Inc. and Duke University (amending License Agreement
dated June 25, 1998)
|
8-K
|
07/03/02
|
10.88
|
||||||
10.23
|
Amendment
No. 1 to License Agreement dated May 14, 2002, between Aeolus
Pharmaceuticals, Inc. and National Jewish Medical and Research
Center
(amending License Agreement dated November 17, 2000)
|
8-K
|
07/03/02
|
10.89
|
||||||
10.24*
|
Asset
Purchase Agreement dated October 21, 2002 between Incara Cell
Technologies, Inc. and Vesta Therapeutics, Inc.
|
8-K
|
10/24/02
|
10.91
|
||||||
10.25
|
Amendment
No. 1 dated October 30, 2002 to Asset Purchase Agreement between
Incara
Cell Technologies, Inc. and Vesta Therapeutics, Inc.
|
8-K
|
11/11/02
|
10.92
|
||||||
10.26
|
Secured
Convertible Promissory Note dated July 11, 2003 issued by Incara
Pharmaceuticals Corporation to W. Ruffin Woody, Jr.
|
10-Q
|
06/30/03
|
10.96
|
||||||
10.27
|
Convertible
Secured Promissory Note dated July 28, 2003 issued by Incara, Inc.
to
Goodnow Capital, Inc.
|
10-Q
|
06/30/03
|
10.97
|
||||||
10.28
|
Guaranty
dated July 28, 2003 issued by Incara Pharmaceuticals Incorporation
to
Goodnow Capital, Inc.
|
10-Q
|
06/30/03
|
10.98
|
||||||
10.29
|
Security
Agreement dated July 28, 2003 issued by Incara Pharmaceuticals
Incorporation to Goodnow Capital, Inc.
|
10-Q
|
06/30/03
|
10.90
|
||||||
10.30
|
Debenture
and Warrant Purchase Agreement dated September 16, 2003 among Incara
Pharmaceuticals Corporation, Incara, Inc. and Goodnow Capital,
L.L.C.
|
S-4
|
09/19/03
|
10.100
|
||||||
10.31
|
Registration
Rights Agreement dated September 16, 2003 among Incara Pharmaceuticals
Corporation, Incara, Inc. and Goodnow Capital, L.L.C.
|
S-4
|
09/19/03
|
10.101
|
||||||
10.32
|
Purchase
Agreement dated April 19, 2004 among Incara Pharmaceuticals Corporation
and certain investors
|
8-K
|
04/21/04
|
10.102
|
10.33
|
Registration
Rights Agreement dated April 19, 2004 among Incara Pharmaceuticals
Corporation, certain investors and SCO Securities LLC
|
8-K
|
04/21/04
|
10.103
|
||||||
10.34
|
Amendment
No. 1 to Debenture and Warrant Purchase Agreement dated September
16, 2003
among Incara Pharmaceuticals Corporation, Incara, Inc. and Goodnow
Capital, L.L.C.
|
8-K
|
04/21/04
|
10.104
|
||||||
10.35
|
Letter
dated May 17, 2004 from Elan International Services, Limited and
Elan
Pharma International Limited to Incara Pharmaceuticals
Corporation
|
10-Q
|
06/30/04
|
10.106
|
||||||
10.36
|
Aeolus
Pharmaceuticals, Inc. 1994 Stock Option Plan, as amended
|
10-Q
|
06/30/04
|
10.109
|
||||||
10.37
|
Aeolus
Pharmaceuticals, Inc. 2004 Stock Option Plan, as amended on December
13,
2004
|
8-K
|
12/15/04
|
10.110
|
||||||
10.38
|
Letter
Agreement dated January 5, 2005 by and between Aeolus Pharmaceuticals,
Inc. and Richard P. Burgoon, Jr.
|
8-K
|
1/5/05
|
10.115
|
||||||
10.39
|
Consulting
Agreement dated February 21, 2005 by and between Aeolus Pharmaceuticals,
Inc. and Elaine Alexander, M.D., Ph.D.
|
8-K
|
2/18/05
|
10.117
|
||||||
10.40
|
Consulting
Agreement dated June 20, 2005 by and between Aeolus Pharmaceuticals,
Inc.
and John L. McManus
|
8-K
|
6/16/05
|
10.119
|
||||||
10.41
|
Consulting
Agreement dated June 20, 2005 by and between Aeolus Pharmaceuticals,
Inc.
& McManus & Company, Inc.
|
8-K
|
6/16/05
|
10.120
|
||||||
10.42
|
Separation
Agreement and General Release dated June 20, 2005 by and between
Aeolus
Pharmaceuticals, Inc. and Richard Reichow
|
8-K
|
6/16/05
|
10.121
|
||||||
10.43
|
Form
of Indemnification Agreement
|
8-K
|
2/18/05
|
10.118
|
||||||
10.44
|
Terms
of Outside Director Compensation
|
10-K
|
12/17/04
|
10.114
|
||||||
10.45
|
Form
of Incentive Stock Option Agreement
|
10-Q
|
2/8/05
|
10.115
|
||||||
10.46
|
Form
of Nonqualified Stock Option Agreement
|
10-Q
|
2/8/05
|
10.116
|
||||||
10.47
|
Consulting
Agreement dated December 14, 2004 by and between Aeolus Pharmaceuticals,
Inc. and Dr. Shayne C. Gad
|
8-K
|
12/14/04
|
10.112
|
||||||
10.48
|
Purchase
Agreement dated November 21, 2005 by and among the Company and
the
investors whose names appear on the signature pages
thereof
|
8-K
|
11/23/05
|
10.1
|
||||||
14.1
|
Aeolus
Pharmaceuticals, Inc. Code of Ethics for Chief Executive Officer
and
Senior Financial Officers, as amended on December 13, 2004
|
8-K
|
12/14/04
|
10.113
|
||||||
16.1
|
Letter
of Grant Thornton LLP Regarding Change in Independent Public
Accountants
|
8-K
|
9/15/05
|
16.1
|
||||||
21.1
|
Subsidiaries
|
10-K
|
9/30/05
|
21.1
|
||||||
23.1
|
Consent
of Haskell & White, LLP, Independent Registered Public Accounting
Firm
|
X
|
||||||||
23.2
|
Consent
of Grant Thornton, LLP, Independent Registered Public Accounting
Firm
|
X
|
||||||||
23.3
|
Consent
of PricewaterhouseCoopers LLP, Independent Registered Public Accounting
Firm
|
X
|
||||||||
24.1
|
Power
of Attorney. Reference is made to the signature page
hereto
|
X
|