Delaware
|
3841
|
91-1955323
|
(State
or jurisdiction of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
No.)
|
CALCULATION
OF REGISTRATION FEE
|
||||
Title
of each class of securities to be registered
|
Amount
to be
registered
|
Proposed
maximum offering price per unit(1)
|
Proposed
maximum aggregate offering price(1)
|
Amount
of registration fee(1)
|
Common
stock, par value $0.001
|
294,036
(2)
|
$1.06
|
$311,678
|
$33.35
|
|
|
(1)
|
The
price is estimated in accordance with Rule 457(c) under the Securities
Act
of 1933, as amended, solely for the purpose of calculating the
registration fee and represents the average of the bid and asked
prices of
the Common Stock on June 2, 2006, as reported on the OTC Bulletin
Board.
|
(2)
|
The
shares are currently unissued shares to be offered for resale
by selling
stockholders following issuance upon exercise of outstanding
warrants. In
addition to the shares set forth in the table, the amount to
be registered
includes an indeterminate number of shares issuable upon exercise
of the
warrants, as such number may be adjusted as a result of stock
splits,
stock dividends and similar transactions in accordance with Rule
416.
Does
not include 1,840,906 shares for which a registration fee was
paid on
April 27, 2006 in connection with the original filing of this
Registration
Statement No. 333-133577. Does not include 15,874,131 shares
previously
registered on Registration Statement Nos. 333-116439 and 333-122655,
for
which a registration fee was previously paid. See Explanatory
Note.
|
|
|
Prospectus
Summary
|
1
|
Risk
Factors
|
4
|
Forward-Looking
Statements
|
16
|
Use
of Proceeds
|
16
|
Market
Price of Common Stock and Other Shareholder Matters
|
17
|
Management’s
Discussion and Analysis or Plan of Operation
|
19
|
Business
|
25
|
Directors,
Executive Officers, Promoters and Control Persons
|
46
|
Executive
Compensation
|
51
|
Security
Ownership of Certain Beneficial Owners and Management
|
56
|
Selling
Stockholders
|
59
|
Plan
of Distribution
|
65
|
Certain
Relationships and Related Transactions
|
68
|
Description
of Securities
|
70
|
Interests
of Named Experts and Counsel
|
74
|
Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
|
74
|
Legal
Matters
|
75
|
Where
You Can Find More Information
|
75
|
Index
to Financial Statements
|
F-1
|
Common
stock covered hereby
|
18,009,073
shares, consisting of 9,993,593 outstanding shares owned by selling
stockholders and 8,015,480 shares issuable to selling stockholders
upon exercise of outstanding warrants.
|
Common
stock currently outstanding
|
17,460,181
shares (1)
|
Common
stock to be outstanding assuming
the
sale of all shares covered hereby and
assuming
no exercise of the warrants for
the
shares covered by this prospectus
|
17,460,181
shares (1)
|
Common
stock to be outstanding assuming
the
sale of all shares covered hereby and
assuming
the exercise of all warrants for
the
shares covered by this prospectus
|
25,475,661
shares (1)
|
OTC
Bulletin Board Trading Symbol
|
ABOS
|
Risk
Factors
|
An
investment in our common stock involves significant risks. See
“Risk
Factors” beginning on page 4.
|
o
|
exercising
voting, redemption and conversion rights to the detriment of the
holders
of common stock;
|
o
|
receiving
preferences over the holders of common stock regarding or surplus
funds in
the event of our dissolution or
liquidation;
|
o
|
delaying,
deferring or preventing a change in control of our company;
and
|
o
|
discouraging
bids for our common stock.
|
·
|
announcements
of the results of clinical trials by us or our
competitors,
|
·
|
developments
with respect to patents or proprietary
rights,
|
·
|
announcements
of technological innovations by us or our
competitors,
|
·
|
announcements
of new products or new contracts by us or our
competitors,
|
·
|
actual
or anticipated variations in our operating results due to the level
of
development expenses and other
factors,
|
·
|
changes
in financial estimates by securities analysts and whether our earnings
meet or exceed such
estimates,
|
·
|
conditions
and trends in the pharmaceutical and other
industries,
|
·
|
new
accounting standards,
|
·
|
general
economic, political and market conditions and other factors, and
the
occurrence of any of the risks described in this
prospectus.
|
Quarter
Ending
|
High
|
Low
|
||||||
March
31, 2004
|
$
|
2.60
|
$
|
2.25
|
||||
June
30, 2004
|
$
|
4.20
|
$
|
2.50
|
||||
September
30, 2004
|
$
|
5.00
|
$
|
3.85
|
||||
December
31, 2004
|
$
|
4.25
|
$
|
2.45
|
||||
March
31, 2005
|
$
|
3.08
|
$
|
1.48
|
||||
June
30, 2005
|
$
|
2.85
|
$
|
1.51
|
||||
September
30, 2005
|
$
|
2.10
|
$
|
1.60
|
||||
December
31, 2005
|
$
|
1.90
|
$
|
1.50
|
Plan
Category
|
Number
of
securities
to
be
issued
upon
exercise
of
outstanding
options,
warrants,
and
rights
|
Weighted-
average
exercise
price
of
outstanding
options,
warrants
and
rights
|
Number
of
securities
remaining
available
for future
issuance
under
equity
compensation
plans
(excluding
securities
reflected
in
column (a))
|
|||||||
|
(a)
|
(b)
|
(c)
|
|||||||
Equity
compensation plans approved by security holders(1)
|
2,100,000
|
$
|
1.62
|
1,900,000
|
||||||
Equity
compensation plans not approved by security holders
|
475,000(2
|
)
|
$
|
1.15
|
-0-
|
|||||
Total
|
2,575,000
|
$
|
1.54
|
1,900,000
|
|
Contractual
Obligations
|
Total
|
2006
|
2007
|
2008
and thereafter
|
|
Long-Term
Leases
|
$318,000
|
$208,000
|
$110,000
|
$
-
|
(1)
|
FDA-approved
standard operating procedures.
These are standard operating procedures for production of porcine
cells
including harvesting, freezing, storing, shipping and processing
by the
end user (thawing, washing) of the cells. These procedures and protocols
have been reviewed by the FDA.
|
(2)
|
The
cartridge used in the Phase III trial of HepatAssistTM.
We intend to use the existing, FDA-approved cartridge, and intend
to seek
the FDA’s approval to increase the number of pig cells that the cartridge
could contain, which increase we believe will improve the functionality
of
the system.
|
(3)
|
An
FDA reviewed Phase III protocol acquired from Circe
Biomedical.
We may modify this protocol and submit the modified protocol to the
FDA
for approval.
|
(4)
|
The
HepatAssistTM
perfusion platform.
The HepatAssist perfusion platform is Circe Biomedical’s specially
designed machine that pumped the patient’s plasma through the HepatAssist
cartridge. This machine was used in the Phase II/III trial of
HepatAssist.
|
· |
help
keep liver failure patients alive and neurologically intact before,
during
and immediately after
transplantation;
|
· |
allow
other patients to recover liver functionality and to survive without
a
transplant (a “bridge” to liver
regeneration);
|
· |
support
patients during periods of functional recovery and regeneration after
extensive removal due to liver trauma and/or
cancer;
|
· |
accelerate
recovery from acute exacerbation of chronic liver
disease;
|
· |
shorten
length of stay in intensive care
units;
|
· |
shorten
hospital stay;
|
· |
reduce
the cost of care; and
|
· |
reduce
intractable itching associated with severe
jaundice.
|
· |
Ease
of use.
The systems bring user friendliness (e.g., pump integration, automation
and an intuitive user interface) to traditionally complex liver support
procedures.
|
· |
Simplicity.
Kidney dialysis systems are routinely used and, therefore, there
may be no
need for extensive personnel training for use of these similar systems
in
SEPET™. They are also commonly available in intensive care units and other
settings where SEPET™ may be used.
|
· |
Low
cost.
The cost of therapy is expected to be lower than with any other liver
assist device that is currently under development because the machine
to
which the SEPET™ cartridge can be attached is a standard machine (such as
a kidney dialysis machine) with commercially available tubing. Therefore,
unlike other devices, no special equipment is
required.
|
· |
No
Intensive Care Unit needed to provide treatment.
SEPET™ may become available for treatment of patients with a lower degree
of liver failure outside of the intensive care unit setting. We do
not
believe that any changes will have to be made to SEPET™ or the dialysis
system in order for SEPET™ to become available outside of intensive care
unit settings.
|
(1)
|
A
bioartificial liver system in which liver cell therapy and blood
detoxification are integrated in a single fiber-in-fiber module (US
Patent
# 6,582,955 B2 for “Bioreactor With Application as Blood Therapy Device”
issued in June 2003). We have licensed this patent from Spectrum
Laboratories.
|
(2)
|
Semi-automated
large-scale liver cell procurement technology (US Patent #5,888,409
for
“Methods for Cell Isolation and Collection” issued on March 30, 1999). We
licensed this patent from Cedars-Sinai Medical
Center.
|
(3)
|
Liver
cell procurement technology (US Patent #5,968,356 for “System for
Hepatocyte Cell Isolation and Collection” issued on October 19, 1999, and
related European Patent #0 830 099 for “Apparatus and Method for Cell
Isolation and Collection”). We licensed this patent from Cedars-Sinai
Medical Center.
|
(4)
|
Liver
cell cryopreservation technology (US Patent #6,140,123 for “Method for
Conditioning and Cryopreserving Cells” issued on October 31, 2000). We
licensed this patent from Cedars-Sinai Medical
Center.
|
(1)
|
Apparatus
for Bioprocessing a Circulating Fluid. US Patent #5643794 (issued
on July
1, 1997).
|
(2)
|
Cryopreserved
Hepatocytes and High Viability and Metabolic Activity. US Patent
#5795711
(issued on August 18, 1998).
|
(3)
|
Closed
System for Processing Cells. US Patent #5858642 (issued on January
12,
1999).
|
(4)
|
Method
of Thawing Cryopreserved Cells. US Patent #5895745 (issued on April
20,
1999).
|
(5)
|
High
Flow Technique for Harvesting Mammalian Cells. US Patent #5912163
(issued
on June 15, 1999).
|
(6)
|
Removal
of Agent From Cell Suspension. US Patent #6068775 (issued on May
30,
2000).
|
(7)
|
Method
for Cryopreserving Hepatocytes. US Patent #6136525 (issued on October
24,
2000).
|
Patent
No.
|
Country
|
Title
of Patent Application
|
2216203
|
CA
|
Method
of Thawing Cryopreserved Cells
|
9-256534
|
JP
|
Method
of Thawing Cryopreserved Cells
|
97307459
|
EU
|
Method
of Thawing Cryopreserved Cells
|
99106212.6-2113
|
EU
|
Removal
of Agent From Cell Suspension
|
Name
|
Age
|
Position
|
Walter
C. Ogier
|
49
|
Director,
President and Chief Executive Officer
|
Jacek
Rozga, M.D., Ph.D.
|
57
|
Director,
Chief Scientific Officer
|
Roy
Eddleman
|
66
|
Director
|
Marvin
S. Hausman M.D.
|
64
|
Director
|
John
M. Vierling, M.D.
(2)
|
60
|
Chairman
of the Board
|
Jack
E. Stover
(1)
|
53
|
Director
|
Thomas
C. Seoh (1)(3)
|
48
|
Director
|
Thomas
M. Tully (1)(2)(3)
|
60
|
Director
|
Dennis
Kogod (2)(3)
|
46
|
Director
|
Richard
W. Bank, M.D.
|
72
|
Director
|
Amy
Factor
|
48
|
Director
|
Scott
L. Hayashi
|
34
|
Vice
President of Administration, Chief Financial Officer and
Secretary
|
David
J. Zeffren
|
49
|
Vice
President of Product Development
|
Shawn
P. Cain
|
39
|
Vice
President of Operations
|
Annual
Compensation
|
Long-Term
Compensation
Awards
|
||||||||||||||||||
Name
and Principal
Position
|
Year
|
Salary
|
Bonus
|
Other
Annual
Compensation
|
Securities
Underlying
Options
|
All
Other
Compensation(10)
|
|||||||||||||
Walter
C. Ogier,(1)
President
and Chief
Executive
Office
|
2005
|
$
|
46,057
|
$
|
50,000
|
500,000
|
|||||||||||||
Amy
Factor(2)
|
2005
|
$
|
190,582
|
--
|
$
|
137,750
|
(3)
|
300,000
|
$
|
1,125
|
|||||||||
Jacek
Rozga, M.D.,
|
2005
|
$
|
199,177
|
$
|
24,000
|
12,000
|
$
|
2,750
|
|||||||||||
Ph.D.,
|
2004
|
$
|
198,909
|
$
|
20,000
|
30,000
|
|||||||||||||
Chief
Scientific Officer
|
2003
|
$
|
143,125
|
$
|
15,000
|
18,000
|
(4)
|
||||||||||||
Scott
L. Hayashi
|
2005
|
$
|
102,291
|
$
|
9,450
|
22,000
|
$
|
1,969
|
|||||||||||
Vice
President of
Administration,
Chief
Financial
Officer and
Secretary
|
2004
|
(5)
|
$
|
80,000
|
$
|
12,000
|
$
|
8,000
|
(6)
|
10,000
|
|||||||||
David
J. Zeffren
|
2005
|
$
|
114,346
|
$
|
5,400
|
12,000
|
$
|
2,080
|
|||||||||||
Vice
President of
Product
Development
|
2004
|
(7)
|
$
|
120,000
|
10,000
|
||||||||||||||
Shawn
P. Cain,(8)
Vice
President of
Operations
|
2005
|
$
|
110,000
|
$
|
12,000
|
$
|
3,465
|
(9)
|
30,000
|
$
|
3,000
|
Individual
Grants
|
|||||||||||||
Name
|
Number
of
Securities
Underlying
Options
Grant
|
%
of Total
Options
Granted
to
Employees
In
Fiscal
Year
|
Exercise
or
Base
Price
|
Expiration
Date
|
|||||||||
Walter
C. Ogier
|
500,000(1)
|
|
57%
|
|
$
|
1.85
|
November
8, 2010
|
||||||
Amy
Factor
|
97,000(2)
|
|
34%
|
|
$
|
1.65
|
April
1, 2010
|
||||||
103,000(2)
|
|
$
|
1.65
|
April
1, 2010
|
|||||||||
25,000(2)
|
|
$
|
1.85
|
November
8, 2010
|
|||||||||
75,000(2)
|
|
$
|
2.90
|
March
1, 2010
|
|||||||||
200,000(3)
|
|
$
|
2.90
|
February
1, 2010
|
|||||||||
Jacek
Rozga, M.D., Ph.D.
|
12,000(4)
|
|
2%
|
|
$
|
2.22
|
July
7, 2012
|
||||||
Scott
L. Hayashi
|
12,000(4)
|
|
3%
|
|
$
|
2.90
|
March
1, 2010
|
||||||
10,000(5)
|
|
$
|
1.85
|
March
24, 2010
|
|||||||||
David
J. Zeffren
|
12,000(4)
|
|
1%
|
|
$
|
2.90
|
March
1, 2010
|
||||||
Shawn
P. Cain
|
30,000(6)
|
|
3%
|
|
$
|
1.65
|
March
31, 2010
|
(1)
|
One
half of these options will vest on the one year anniversary of the
date of
grant, and the balance will monthly in monthly increments during
the
second year following the date of
grant.
|
(2)
|
All
of the options were vested upon Ms. Factor’s resignation from the Company
per the terms of her employment
agreement.
|
(3)
|
Represents
a warrant for 200,000 shares of common stock issued to Ms.
Factor.
|
(4)
|
The
options vest in monthly increments over the first twelve months following
the date of grant.
|
(5)
|
One
half of these options vest immediately on the date of grant, and
the
balance vests on the one year anniversary of the date of
grant.
|
(6)
|
The
options vest in monthly increments over the first twenty four months
following the date of grant.
|
Name
|
Shares
Acquired
on
Exercise
|
Value
Realized
|
Number
of
Securities
Unexercised
Options
at FY-
End
(#)
Exercisable/
Unexercisable
|
Value
of
Unexercised
Options
at FY-
End
(#)
Exercisable/
Unexercisable(1)
|
|||||||||
Walter
C. Ogier
|
-
|
-
|
0/500,000
|
$
|
-
|
||||||||
Amy
Factor
|
-
|
-
|
475,000/0
|
$
|
170,000/0
|
||||||||
Jacek
Rozga, M.D., Ph.D.
|
-
|
-
|
71,000/7,000
|
$
|
44,100/0
|
||||||||
Scott
L. Hayashi
|
-
|
-
|
27,000/5,000
|
$
|
-
|
||||||||
David
J. Zeffren
|
-
|
-
|
20,000/2,000
|
$
|
-
|
||||||||
Shawn
P. Cain
|
-
|
-
|
11,250/18,750
|
$
|
1,688/2,813
|
Name
and Address of Beneficial Owner
|
Shares
Beneficially
Owned
(1)
|
Percentage
of
Class
|
|||||
Jacek
Rozga, M.D., Ph.D.
|
2,323,000(2)
|
|
13.2
|
%
|
|||
Achilles
A. Demetriou, M.D., Ph.D
and
Kristin P. Demetriou
|
2,500,000(3)
|
|
14.3
|
%
|
|||
John
M. Vierling, M.D.
|
156,000(4)
|
|
*
|
||||
Walter
C. Ogier
|
0
|
*
|
|||||
Roy
Eddleman
|
451,169(5)
|
|
2.6
|
%
|
|||
Marvin
S. Hausman, M.D.
|
676,583(6)
|
|
3.8
|
%
|
|||
Jack
E. Stover
|
70,000(7)
|
|
*
|
||||
Amy
Factor
|
927,500(8)
|
|
5.1
|
%
|
|||
Thomas
C. Seoh
|
67,500(7)
|
|
*
|
||||
Dennis
Kogod
|
57,500(7)
|
|
*
|
||||
Thomas
Tully
|
67,500(7)
|
|
*
|
||||
Richard
W. Bank, M.D.
|
200,000(9)
|
|
1.1
|
%
|
|||
Scott
L. Hayashi
|
32,000(7)
|
|
*
|
||||
David
J. Zeffren
|
72,000(10)
|
|
*
|
||||
Shawn
P. Cain
|
18,750(7)
|
|
*
|
||||
Gary
Ballen
140
Burlingame,
Los
Angeles, California 90049
|
1,139,222(11)
|
|
6.3
|
%
|
|||
LibertyView
Funds, LP
111
River Street - Suite 1000
Hoboken,
NJ 07030-5776
|
1,578,892(12)
|
|
8.8
|
%
|
LibertyView
Special Opportunities Fund, LP
111
River Street -- Suite 1000
Hoboken,
NJ 07030-5776
|
2,382,444(13)
|
|
13.1
|
%
|
|||
Neuberger
Berman LLC
111
River Street - Suite 1000
Hoboken,
NJ 07030-5776
|
4,484,388(14)
|
|
23.9
|
%
|
|||
All
executive officers and directors as a group (14 persons)
|
5,127,002(15)
|
|
26.4
|
%
|
(1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, are deemed outstanding, including for purposes of computing the percentage ownership of the person holding such option, warrant or convertible security, but not for purposes of computing the percentage of any other holder. |
(2) | Includes currently exercisable options to purchase 78,000 shares of common stock. |
(3) | Consists of 2,500,000 shares owned by the A & K Demetriou Family Trust, of which Achilles A. Demetriou, M.D., Ph.D. and Kristin P. Demetriou each are co-trustees with the right to vote or dispose of the trust’s shares. |
(4) | Consists of currently exercisable options to purchase 156,000 shares of common stock. |
(5) | Consists of currently exercisable options to purchase 88,500 shares of common stock and 362,669 shares of common stock owned by Spectrum Laboratories, Inc. Mr. Eddleman is the Chairman of the Board and Chief Executive Officer of Spectrum Laboratories, Inc. |
(6) | Consists of (i) currently exercisable options to purchase 145,083 shares of common stock, (ii) currently exercisable warrants to purchase 187,500 shares of common stock, (iii) 100,000 shares owned by the Marvin Hausman Revocable Trust, and (iv) 244,000 shares owned by Northwest Medical Research, Inc. Dr. Hausman is the trustee of the Marvin Hausman Revocable Trust and the Chief Executive Officer and principal stockholder of Northwest Medical Research, Inc. |
(7) | Consists of currently exercisable options. |
(8) | Consists of (i) currently exercisable options to purchase 512,500 shares of common stock, (ii) warrants to purchase 200,000 shares exercisable by AFO Advisors, LLC, (iii) warrants to purchase 100,000 shares exercisable by AFO Capital Advisors, LLC, (iv) 5,000 shares owned by the Jay H. Oyer and Amy Factor Foundation, (v) 5,000 shares owned by the Melissa H. Oyer Trust, (vi) 5,000 shares owned by the Zachary D. Oyer Trust, and (vii) 100,000 shares owned by AFO Capital Advisors, LLC. Amy Factor is the owner and President of AFO Capital Advisors, LLC and AFO Advisors, LLC. She is also the trustee of The Jay H. Oyer and Amy Factor Family Foundation, The Melissa H. Oyer Trust, and The Zachary D. Oyer Trust and has voting and investment control of the securities of these entities. |
(9) | Consists of (i) currently exercisable options to purchase 120,000 shares of common stock, (ii) a warrant to purchase 40,000 shares of common stock exercisable by Richard W. Bank, M.D. and (iii) 40,000 shares of common stock owned by Richard W. Bank. M.D. |
(10) | Consists of (i) 25,000 shares owned by Mira Zeffren, David Zeffren’s wife, (ii) warrants to purchase 25,000 shares registered in the name of Mira Zeffren, and (iii) currently exercisable options held by David Zeffren for the purchase of 22,000 shares of common stock. |
(11) | Consists of (i) 417,000 shares of common stock registered in Mr. Ballen’s name, (ii) currently exercisable warrants to purchase 600,000 shares of common stock owned by Mr. Ballen, and (iii) 122,222 shares registered in the name of American Charter & Marketing LLC, over which Mr. Ballen has voting and investment control. |
(12) |
Consists
of (i) 1,100,619 shares of common stock and (ii) currently exercisable
warrants to purchase 478,273 shares of common stock. LibertyView
Funds,
LP, LibertyView Special Opportunities Fund, LP and Trust D for
a Portion
of the Assets of the Kodak Retirement Income Plan have a common
investment
advisor, Neuberger Berman, LLC, that has voting and dispositive
power over
the shares held by them, which is exercised by Richard A. Meckler.
Since
they have hired a common investment advisor, these entities are
likely to
vote together. Additionally, there may be common investors within
the
different accounts managed by the same investment advisor. The
General
Partner of LibertyView Special Opportunities Fund, LP and LibertyView
Funds, LP is Neuberger Berman Asset Management, LLC, which is affiliated
with Neuberger Berman, LLC, a registered broker-dealer. LibertyView
Capital Management, a division of Neuberger Berman, LLC, is affiliated
with the General Partner of the LibertyView Health Sciences Fund,
LP. The
shares were purchased for investment in the ordinary course of
business
and at the time of purchase, there were no agreements or understandings,
directly or indirectly, with any person to distribute the shares.
Trust D
for a Portion of the Assets of the Kodak Retirement Income Plan
is not in
any way affiliated with a broker-dealer.
|
(13) | Consists of (i) 1,724,169 shares of common stock and (ii) currently exercisable warrants to purchase 658,275 shares of common stock. LibertyView Special Opportunities Fund, LP, LibertyView Funds, LP and Trust D for a Portion of the Assets of the Kodak Retirement Income Plan have a common investment advisor, Neuberger Berman, LLC, that has voting and dispositive power over the shares held by them, which is exercised by Richard A. Meckler. Since they have hired a common investment advisor, these entities are likely to vote together. Additionally, there may be common investors within the different accounts managed by the same investment advisor. The General Partner of LibertyView Special Opportunities Fund, LP and LibertyView Funds, LP is Neuberger Berman Asset Management, LLC, which is affiliated with Neuberger Berman, LLC, a registered broker-dealer. LibertyView Capital Management, a division of Neuberger Berman, LLC, is affiliated with the General Partner of the LibertyView Health Sciences Fund, LP. The shares were purchased for investment in the ordinary course of business and at the time of purchase, there were no agreements or understandings, directly or indirectly, with any person to distribute the shares. Trust D for a Portion of the Assets of the Kodak Retirement Income Plan is not in any way affiliated with a broker-dealer. |
(14) | Includes shares of common stock and currently exercisable warrants to purchase shares of common stock held by Liberty Funds, LP and LibertyView Special Opportunities Fund, LP (see footnotes 12 and 13). Also includes (i) 386,689 shares of common stock held by Trust D for a Portion of the Assets of the Kodak Retirement Income Fund and (ii) currently exercisable warrants to purchase 136,363 shares of common stock held by Trust D for a Portion of the Assets of the Kodak Retirement Income Plan. LibertyView Funds, LP, LibertyView Special Opportunities Fund, LP and Trust D for a Portion of the Assets of the Kodak Retirement Income Plan have a common investment advisor, Neuberger Berman, LLC, that has voting and dispositive power over the shares held by them, which is exercised by Richard A. Meckler. Since they have hired a common investment advisor, these entities are likely to vote together. Additionally, there may be common investors within the different accounts managed by the same investment advisor. The General Partner of LibertyView Special Opportunities Fund, LP and LibertyView Funds, LP is Neuberger Berman Asset Management, LLC, which is affiliated with Neuberger Berman, LLC, a registered broker-dealer. LibertyView Capital Management, a division of Neuberger Berman, LLC, is affiliated with the General Partner of the LibertyView Health Sciences Fund, LP. The shares were purchased for investment in the ordinary course of business and at the time of purchase, there were no agreements or understandings, directly or indirectly, with any person to distribute the shares. Trust D for a Portion of the Assets of the Kodak Retirement Income Plan is not in any way affiliated with a broker-dealer. |
(15) | Includes currently exercisable options and warrants to purchase 1,995,333 shares of common stock. |
Beneficial
Ownership
Before
Offering(1)
|
Beneficial
Ownership
After
Offering(1)
|
||||
Selling
Stockholder
|
Number
of
Shares
|
Percent
|
Number
of Shares Being Offered
|
Number
of
Shares
|
Percent
|
AFO
Capital Advisors, LLC(2)
|
200,000
|
1.1%
|
200,000
|
*
|
|
AFO
Advisors, LLC(2)
|
200,000
|
1.1%
|
200,000
|
*
|
|
The
Jay H. Oyer and Amy Factor Family Foundation(2)
|
5,000
|
*
|
5,000
|
*
|
|
The
Melissa H. Oyer Trust(2)
|
5,000
|
*
|
5,000
|
*
|
|
The
Zachary D. Oyer Trust(2)
|
5,000
|
*
|
5,000
|
*
|
|
American
Charter & Marketing LLC(3)
|
122,222
|
*
|
122,222
|
*
|
|
Alexander
Angerman & Judith Angerman Trustees for the Angerman Family
Trust(4)
|
337,500
|
1.9%
|
337,500
|
*
|
|
Gary
Ballen
|
1,017,000
|
5.6%
|
1,017,000
|
*
|
|
Mulberry
Development S.A., Panama(5)
|
25,000
|
*
|
25,000
|
*
|
|
Richard
W. Bank
|
200,000
|
1.1%
|
80,000
|
120,000
|
*
|
H.
Gerald Bidwell Revocable Trust(6)
|
100,000
|
*
|
100,000
|
*
|
|
Walter
C. Bowen
|
100,000
|
*
|
100,000
|
*
|
|
Jacqueline
B. Brandwynne
|
200,000
|
1.1%
|
200,000
|
*
|
|
Brender
Services Limited(7)
|
222,222
|
1.3%
|
222,222
|
*
|
|
Gosse
Bruinsma
|
100,000
|
*
|
100,000
|
*
|
|
Robert
G. Burford & Martha Burford JTTEN
|
50,000
|
*
|
50,000
|
*
|
|
Cedars-Sinai
Medical Center(8)
|
681,818
|
3.9%
|
681,818
|
*
|
|
John
A. Combias
|
100,000
|
*
|
100,000
|
*
|
|
National
Investor Services Corp FBO Louis G. Cornacchia Roth IRA
|
100,000
|
*
|
100,000
|
*
|
|
Dalworth
Capital Ltd.(9)
|
200,000
|
1.1%
|
200,000
|
*
|
|
Joseph
R. Edington IV(10)
|
68,750
|
*
|
68,750
|
*
|
|
Triax
Capital Management, Inc.(10)
|
244,000
|
1.4%
|
244,000
|
*
|
|
EPM
AG(11)
|
25,000
|
*
|
25,000
|
*
|
|
EPM
Holding AG(11)
|
50,000
|
*
|
50,000
|
*
|
|
Richard
I. Fedder
|
200,000
|
1.1%
|
200,000
|
*
|
|
Michael
Feves
|
100,000
|
*
|
100,000
|
*
|
|
Larry
S. Flax Revocable Trust
|
100,000
|
*
|
100,000
|
*
|
|
Steven
Brown
|
50,000
|
*
|
50,000
|
*
|
|
Eric
Hutchings
|
50,000
|
*
|
50,000
|
*
|
|
Darren
Abe
|
50,000
|
*
|
50,000
|
*
|
|
James
Sandberg
|
50,000
|
*
|
50,000
|
*
|
|
John
Flugum
|
50,000
|
*
|
50,000
|
*
|
|
Ernest
F. Fox, Jr. TTEE for the Fran Fox Trust(12)
|
60,000
|
*
|
60,000
|
*
|
|
Mary
Lou Fox
|
20,000
|
*
|
20,000
|
*
|
|
Marc
Gelman
|
237,500
|
1.4%
|
237,500
|
*
|
|
Manuel
P. Graiwer
|
337,500
|
1.9%
|
337,500
|
*
|
|
Granadilla
Holdings Ltd.(13)
|
200,000
|
1.1%
|
200,000
|
*
|
|
Adam
Hausman
|
15,000
|
*
|
15,000
|
*
|
|
Jonathan
Hausman
|
68,750
|
*
|
68,750
|
*
|
|
Marvin
S. Hausman TTEE for the Marvin S. Hausman Revocable Trust(14)
|
237,500
|
1.4%
|
237,500
|
*
|
|
Northwest
Medical Research Inc.(14)
|
244,000
|
1.4%
|
244,000
|
*
|
|
Heinz
Hofliger
|
50,000
|
*
|
50,000
|
*
|
|
Sanford
J. Hillsberg(15)
|
49,833
|
*
|
49,833
|
*
|
|
The
Hillsberg Foundation(15)
|
5,000
|
*
|
5,000
|
*
|
|
William
D. Huyette & Shirley A. Huyette JTWROS
|
60,000
|
*
|
60,000
|
*
|
|
Heather
Ann Huyette Ochoa
|
20,000
|
*
|
20,000
|
*
|
|
Jason
Daniel Huyette
|
20,000
|
*
|
20,000
|
*
|
|
Ben
Jakobovits
|
100,000
|
*
|
100,000
|
*
|
|
Gary
Kaplan & Susan Kaplan Family Trust
|
100,000
|
*
|
100,000
|
*
|
|
Ron
S. Kaufman
|
50,000
|
*
|
50,000
|
*
|
Philip
Klein
|
500,000
|
2.8%
|
500,000
|
*
|
|
Charles
F. Kivowitz & Alexandra Kivowitz Co-Trustees for the Kivowitz Family
Trust(16)
|
100,000
|
*
|
100,000
|
*
|
|
Elena
Konstat
|
50,000
|
*
|
50,000
|
*
|
|
Howard
Lifshutz & Esther Lifshutz JTTEN
|
115,000
|
*
|
115,000
|
*
|
|
Livorno
Latin America Promotions B.V.(17)
|
300,000
|
1.7%
|
300,000
|
*
|
|
P.
Dennis & Barbara Lowry JTTEN
|
100,000
|
*
|
100,000
|
*
|
|
Norbert
V. Mang
|
50,000
|
*
|
50,000
|
*
|
|
Scott
Thomas McKillip
|
50,000
|
*
|
50,000
|
*
|
|
Manfred
Mosk(18)
|
151,333
|
*
|
151,333
|
*
|
|
Technomedics
Management Systems, Inc.(18)
|
228,750
|
1.3%
|
228,750
|
*
|
|
Norman
J. Nemoy & Carole Curb-Nemoy TENCOM
|
100,000
|
*
|
100,000
|
*
|
|
Arthur
C. Piculell, Jr. & Dee W. Piculell JTTEN
|
237,500
|
1.4%
|
237,500
|
*
|
|
Richard
D. Reinisch & Grace A. Reinisch JTTEN
|
200,000
|
1.1%
|
200,000
|
*
|
|
Ira
Rosenberg
|
50,000
|
*
|
50,000
|
*
|
|
Richard
L. Rosenfield
|
100,000
|
*
|
100,000
|
*
|
|
David
Rubin & Gitel Rubin JTTEN
|
100,000
|
*
|
100,000
|
*
|
|
Anita
Schmid
|
40,000
|
*
|
40,000
|
*
|
|
Seashore
Investment Ltd. (BVI) - Gerlach & Company (19)
|
100,000
|
*
|
100,000
|
*
|
|
Blossom
Shelton
|
50,000
|
*
|
50,000
|
*
|
|
Elliot
L. Shelton
|
237,500
|
1.4%
|
237,500
|
*
|
|
Philip
Sobol & Debra Sobol Revocable Trust
|
381,800
|
2.2%
|
381,800
|
*
|
|
Thomas
W. Somers
|
50,000
|
*
|
50,000
|
*
|
|
Spectrum
Laboratories Inc.(20)
|
362,669
|
2.1%
|
362,669
|
*
|
|
Stephenson
Ventures(21)
|
500,000
|
2.8%
|
500,000
|
*
|
|
Suncraft
Limited(22)
|
764,000
|
4.3%
|
764,000
|
*
|
|
Thomas
G. Walsh
|
150,000
|
*
|
150,000
|
*
|
|
Lisa
Weiss
|
50,000
|
*
|
50,000
|
*
|
|
David
Wohlberg
|
68,750
|
*
|
68,750
|
*
|
|
Wolfe
Axelrod Weinberger Retirement Plan(23)
|
100,000
|
*
|
100,000
|
*
|
|
Wolfe
Axelrod Weinberger Associates, LLC(23)
|
75,000
|
*
|
75,000
|
*
|
|
Zevi
Wolmark & Diana Wolmark JTTEN
|
80,000
|
*
|
80,000
|
*
|
|
Mira
Zeffren
|
50,000
|
*
|
50,000
|
*
|
|
Bristol
Investment Fund, Ltd.(24)
|
400,773(25)
|
2.3%
|
400,773
|
*
|
|
Brookstone
Biotech Ventures, LP(26)
|
138,389(27)
|
*
|
138,389
|
*
|
|
Cranshire
Capital, L.P.(28)
|
39,690(29)
|
*
|
39,690
|
*
|
|
Crescent
International Ltd.(30)
|
139,920(31)
|
*
|
139,920
|
*
|
|
Dr.
Susanne Schoen
|
15,292(32)
|
*
|
15,292
|
*
|
|
Heinz
Hoefliger
|
38,230(33)
|
*
|
38,230
|
*
|
|
4P
Management Partners, S.A.(34)
|
50,530(35)
|
*
|
50,530
|
*
|
|
Arnd
Wolpers
|
5,292(36)
|
*
|
5,292
|
*
|
|
Hilary
Lea Shane
|
39,690(37)
|
*
|
39,690
|
*
|
|
LibertyView
Funds, LP(38)
|
1,578,892(39)
|
8.8%
|
1,294,398
|
284,494
|
1.1%
|
LibertyView
Special Opportunities Fund, LP(40)
|
2,382,444(41)
|
13.1%
|
1,835,979
|
546,465
|
2.1%
|
Lindsey
A. Rosenwald
|
114,986(42)
|
*
|
114,986
|
*
|
|
Nite
Capital LP(43)
|
35,919(44)
|
*
|
35,919
|
*
|
|
Omicron
Master Trust(45)
|
59,864(46)
|
*
|
59,864
|
*
|
|
Prolate
LLC(47)
|
35,919(48)
|
*
|
35,919
|
*
|
|
Portside
Growth and Opportunity Fund(49)
|
296,274(50)
|
1.7%
|
296,274
|
*
|
|
SIBEX
Capital Fund Inc.(51)
|
345,972(52)
|
2.0%
|
345,972
|
*
|
|
TCMP3
Partners(53)
|
37,044(54)
|
*
|
37,044
|
*
|
|
Truk
International Fund, LP(55)
|
2,155(56)
|
*
|
2,155
|
*
|
|
Truk
Opportunity Fund, LLC(57)
|
33,764(58)
|
*
|
33,764
|
*
|
|
Vicis
Capital Master Fund(59)
|
66,694(60)
|
*
|
66,694
|
*
|
|
Whalehaven
Capital Fund Limited(61)
|
59,864(62)
|
*
|
59,864
|
*
|
|
Rodman
& Renshaw(63)
|
121,085(64)
|
*
|
121,085
|
*
|
|
Trust
D for a portion of the assets of the Kodak Retirement Income
Plan(65)
|
523,052(66)
|
3.0%
|
409,090
|
113,962
|
*
|
Anna
Zalk
|
136,363(67)
|
*
|
136,363
|
*
|
(1) |
Beneficial
ownership is determined in accordance with the rules of the Securities
and
Exchange Commission and generally includes voting or investment
power with
respect to securities. Shares of common stock subject to options,
warrants
and convertible securities currently exercisable or convertible,
or
exercisable or convertible within 60 days, are deemed outstanding,
including for purposes of computing the percentage ownership of
the person
holding the option, warrant or convertible security, but not for
purposes
of computing the percentage of any other
holder.
|
(2) |
Amy
Factor is the owner and President of AFO Capital Advisors, LLC
and AFO
Advisors, LLC. She is also the trustee of The Jay H. Oyer and Amy
Factor
Family Foundation, The Melissa H. Oyer Trust, and The Zachary D.
Oyer
Trust and has voting and investment control of the securities of
these
entities. Amy Factor also is a director of this company. See “Security
Ownership of Certain Beneficial Owners and
Management.”
|
(3) |
Gary
Ballen has voting and investment control over the securities owned
by
American Charter & Marketing LLC.
|
(4) |
Alexander
Angerman and Judith Angerman Trustees have voting and investment
control
over the securities owned by the Angerman Family
Trust.
|
(5) |
Ursula
Stabinger has voting and investment control over the securities
owned by
Mulberry Development S.A., Panama.
|
(6) |
H.
Gerald Bidwell has voting and investment control over the securities
owned
by the H. Gerald Bidwell Revocable Trust.
|
(7) |
Wong
Wah On Edward has voting and investment control over the securities
owned
by Brender Services Limited.
|
(8) |
Edward
M. Prunchunas has voting and investment control over the securities
owned
by Cedars-Sinai Medical Center.
|
(9) |
Abe
Janz and James Ladner have voting and investment control over the
securities owned by Dalworth Capital Ltd.
|
(10) |
Joseph
Edington has voting and investment control over the securities
owned by
Triax Capital Management, Inc.
|
(11) |
K.
Freimann has voting and investment control over the securities
owned by
EPM AG and EPM Holdings AG.
|
(12) |
Ernest
F. Fox has voting and investment control over the securities Ernest
F.
Fox, Jr. TTEE for the Fran Fox Trust.
|
(13) |
Peter
J. Brigham has voting and investment control over the securities
owned by
Granadilla Holdings Ltd.
|
(14) |
Dr.
Hausman is the trustee of the Marvin Hausman Revocable Trust and
the Chief
Executive Officer and principal stockholder of Northwest Medical
Research,
Inc. As such, Dr. Hausman has voting and investment control of
the
securities owned by these entities. Dr. Hausman also is a director
of this
company.
|
(15) |
Sanford
J. Hillsberg and Herbert Hillsberg have voting and investment control
of
the securities owned by The Hillsberg
Foundation.
|
(16) |
Charles
F. Kivowitz and Alexandra Kivowitz have voting and investment control
over
the securities owned by Charles F. Kivowitz & Alexandra Kivowitz
Co-Trustees for the Kivowitz Family
Trust.
|
(17) |
Atrene
Pemberton has voting and investment control over the securities
owned by
Livorno Latin America Promotions B.V.
|
(18) |
Technomedics
Management and Systems, Inc. is owned and controlled by Dr. Manfred
Mosk,
who has voting and investment control of the securities owned by
Technomedics Management and Systems, Inc.
|
(19) |
Steve
Boom has voting and investment control over the securities owned
by
Seashore Investment Ltd.
|
(20) |
Roy
Eddleman has voting and investment control over the securities
owned by
Spectrum Laboratories Inc.
|
(21) |
Emmet
Stephenson, Jr. has voting and investment control over the securities
owned by Stephenson Ventures.
|
(22) |
Cheuk-Ho
Tam has sole voting and investment control over the securities
owned by
Suncraft Limited.
|
(23) |
Donald
C. Weinberger and Stephen D. Axelrod have voting and investment
control
over the securities owned by (i) Wolfe Axelrod Weinberger Associates,
LLC
and (ii) Wolfe Axelrod Weinberger Retirement
Plan.
|
(24) |
Paul
Kessler, manager of Bristol Capital Advisors LLC, the investment
advisor
to Bristol Investment Fund, Ltd., has voting and investment control
of the
securities held by Bristol Investment Fund, Ltd. Paul Kessler disclaims
beneficial ownership of these securities.
|
(25) |
Includes
currently exercisable warrants to purchase 173,500 shares of common
stock.
|
(26) |
Robert
L. Carver, President of Brookstone Capital, Inc., General Partner
of
Brookstone Biotech Ventures, LP, has voting and investment control
of the
securities held by Brookstone Biotech Ventures,
LP.
|
(27) |
Includes
currently exercisable warrants to purchase 47,891 shares of common
stock..
|
(28) |
Mitchell
Kopin, President of Downsview Capital, Inc., the General Partner
of
Cranshire Capital, L.P., has voting and investment control of the
securities held by Cranshire Capital, L.P.
|
(29) |
Consists
of currently exercisable warrants to purchase 39,690 shares of
common
stock..
|
(30) |
Mel
Craw and Maxi Brezzi, managers of Cantara (Switzerland) SA, the
investment
advisor to Crescent International Ltd., have voting and investment
control
of the securities held by Crescent International Ltd. Mel Craw
and Maxi
Brezzi disclaim beneficial ownership of these securities.
|
(31) |
Includes
currently exercisable warrants to purchase 52,920 shares of common
stock.
|
(32) |
Includes
currently exercisable warrants to purchase 5,292 shares of common
stock.
|
(33) |
Includes
currently exercisable warrants to purchase 13,230 shares of common
stock.
|
(34) |
Konrad
Meyer has voting and investment control of the securities held
by 4P
Management Partners, S.A.
|
(35) |
Includes
currently exercisable warrants to purchase 38,230 shares of common
stock.
|
(36) |
Consists
of currently exercisable warrants to purchase 5,292 shares of common
stock.
|
(37) |
Consists
of currently exercisable warrants to purchase 39,690 shares of
common
stock.
|
(38) |
Neuberger
Berman Asset Management, LLC is the general partner of LibertyView
Funds,
LP. Neuberger Berman LLC is the investment adviser to LibertyView
Funds,
LP and is responsible for the selection, acquisition and disposition
of
the portfolio securities by this fund. LibertyView Funds, LP is
an
affiliate of a registered broker-dealer. We have been informed
by
LibertyView Funds, LP that it acquired the securities offered by
this
prospectus for its own account in the ordinary course of business,
and
that, at the time it acquired such securities, it had no agreement
or
understanding, direct or indirect, with any person to distribute
such
securities.
|
(39) |
Includes
currently exercisable warrants to purchase 478,273 shares of common
stock.
|
(40) |
Neuberger
Berman Asset Management, LLC is the general partner of LibertyView
Special
Opportunities Fund, LP. Neuberger Berman LLC is the investment
adviser to
LibertyView Special Opportunities Fund, LP and is responsible for
the
selection, acquisition and disposition of the portfolio securities
by this
fund. LibertyView Special Opportunities Fund, LP is an affiliate
of a
registered broker-dealer. We have been informed by LibertyView
Special
Opportunities Fund, LP that it acquired the securities offered
by this
prospectus for its own account in the ordinary course of business,
and
that, at the time it acquired such securities, it had no agreement
or
understanding, direct or indirect, with any person to distribute
such
securities.
|
(41) |
Includes
currently exercisable warrants to purchase 658,275 shares of common
stock.
|
(42) |
Includes
currently exercisable warrants to purchase 59,864 shares of common
stock.
|
(43) |
Keith
Goodman has voting and investment control of the securities held
by Nite
Capital LP.
|
(44) |
Consists
of currently exercisable warrants to purchase 35,919 shares of
common
stock.
|
(45) |
Omicron
Capital, L.P., a Delaware limited partnership (“Omicron Capital”), serves
as investment manager to Omicron Master Trust, a trust formed under
the
laws of Bermuda (“Omicron”), Omicron Capital, Inc., a Delaware corporation
(“OCI”), serves as general partner of Omicron Capital, and Winchester
Global Trust Company Limited (“Winchester”) serves as the trustee of
Omicron. By reason of such relationships, Omicron Capital and OCI
may be
deemed to share dispositive power over the shares of our common
stock
owned by Omicron, and Winchester may be deemed to share voting
and
dispositive power over the shares of our common stock owned by
Omicron.
Omicron Capital, OCI and Winchester disclaim beneficial ownership
of such
shares of our common stock. Omicron Capital has delegated authority
from
the board of directors of Winchester regarding the portfolio management
decisions with respect to the shares of common stock owned by Omicron
and,
as of the date of this prospectus, Mr. Olivier H. Morali and Mr.
Bruce T.
Bernstein, officers of OCI, have delegated authority from the board
of
directors of OCI regarding the portfolio management decisions of
Omicron
Capital with respect to the shares of common stock owned by Omicron.
By
reason of such delegated authority, Messrs. Morali and Bernstein
may be
deemed to share dispositive power over the shares of our common
stock
owned by Omicron. Messrs. Morali and Bernstein disclaim beneficial
ownership of such shares of our common stock and neither of such
persons
has any legal right to maintain such delegated authority. No other
person
has sole or shared voting or dispositive power with respect to
the shares
of our common stock being offered by Omicron, as those terms are
used for
purposes under Regulation 13D-G of the Securities Exchange Act
of 1934, as
amended. Omicron and Winchester are not “affiliates” of one another, as
that term is used for purposes of the Securities Exchange Act of
1934, as
amended, or of any other person named in this prospectus as a selling
stockholder. No person or “group” (as that term is used in Section 13(d)
of the Securities Exchange Act of 1934, as amended, or the SEC’s
Regulation 13D-G) controls Omicron and
Winchester.
|
(46) |
Consists
of currently exercisable warrants to purchase 59,864 shares of
common
stock..
|
(47) |
S.
Donald Sussman has voting and investment control of the securities
held by
Prolate LLC.
|
(48) |
Consists
of currently exercisable warrants to purchase 35,919 shares of
common
stock.
|
(49) |
Ramius
Capital Group, LLC ("Ramius Capital") is the investment adviser
of
Portside Growth and Opportunity Fund ("Portside") and consequently
has
voting control and investment discretion over securities held by
Portside.
Ramius Capital disclaims beneficial ownership of the shares held
by
Portside. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and
Jeffrey
M. Solomon are the sole managing members of C4S & Co., LLC, the sole
managing member of Ramius Capital. As a result, Messrs. Cohen,
Stark,
Strauss and Solomon may be considered beneficial owners of any
shares
deemed to be beneficially owned by Ramius Capital. Messrs. Cohen,
Stark,
Strauss and Solomon disclaim beneficial ownership of these
shares.
|
(50) |
Includes
currently exercisable warrants to purchase 119,729 shares of common
stock..
|
(51) |
Viacheslav
Chebotarevich and Oleg S. Krasnoshchek share voting and investment
control
of the securities held by SIBEX Capital Fund
Inc.
|
(52) |
Includes
currently exercisable warrants to purchase 119,728 shares of common
stock..
|
(53) |
Steven
Slawson and Walter Schenker have voting and investment control
of the
securities held by TCMP3 Partners.
|
(54) |
Consists
of currently exercisable warrants to purchase 37,044 shares of
common
stock.
|
(55) |
Michael
E. Fein and Stephen E. Saltzstein, as principals of Atoll Asset
Management, LLC, the managing member of Truk International Fund,
LP, have
voting and investment control of the securities held by Truk International
Fund, LP. Michael E. Fein and Stephen E. Saltzstein disclaim beneficial
ownership of these securities.
|
(56) |
Consists
of currently exercisable warrants to purchase 2,155 shares of common
stock.
|
(57) |
Michael
E. Fein and Stephen E. Saltzstein, as principals of Atoll Asset
Management, LLC, the managing member of Truk Opportunity Fund,
LLC, have
voting and investment control of the securities held by Truk Opportunity
Fund, LLC. Michael E. Fein and Stephen E. Saltzstein disclaim beneficial
ownership of these securities.
|
(58) |
Consists
of currently exercisable warrants to purchase 33,764 shares of
common
stock.
|
(59) |
Shad
Stastney has voting and investment control of the securities held
by Vicis
Capital Master Fund.
|
(60) |