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Cancer Prevention Pharmaceuticals, Inc.
|
S-1
Dec 22, 9:56 PM ET
Cancer Prevention Pharmaceuticals, Inc. S-1
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Contents
467
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM S-1 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Cancer Prevention Pharmaceuticals, Inc.
1760 East River Road, Suite 250 Tucson, AZ 85718 (520) 908-7774
Jeffrey Jacob Chairman of the Board and Chief Executive Officer Cancer Prevention Pharmaceuticals, Inc. 1760 East River Road, Suite 250 Tucson, AZ 85718 (520) 908-7774
CALCULATION OF REGISTRATION FEE
Shares Common Stock
Aegis Capital Corp
TABLE OF CONTENTS
PROSPECTUS SUMMARY
Overview
Diagnostic Test to Guide Treatment
Strengths and Competitive Advantages
Large Market Opportunity for an Effective Non-Surgical Treatment for Polyps
Strong Relationships with the University of Arizona and other Strategic Partners and Collaborators
Known, Well-Tested Agents Have Shown Favorable Results
Our Substantial Proprietary Estate, Regulatory Designations and Exclusive Supply Agreement Provide Potentially Significant Exclusive Rights and Competitive Advantage
“Theranostic” Treatment Approach Expands Market Control Opportunity
Experienced Leadership
Our Strategy
Corporate Information
Implications of Being an Emerging Growth Company
THE OFFERING
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
Summary Financial Data
RISK FACTORS
Risks Related to Our Business and Industry
We have incurred net losses every year since our inception and anticipate that we will continue to incur net losses in the future.
We currently have no product revenues and may not generate significant revenue at any time in the near future, if at all.
Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.
We will need to raise additional capital.
Our revenue recognition policies can result in deferred revenue being recognized as current revenue in current periods despite there being no new cash influx.
If we fail to develop additional product candidates, our commercial opportunity will be limited.
Treating diseases that are precursors to cancer creates significant challenges for us.
Our business is highly dependent on the success of our lead product candidate, CPP-1X/sul. In addition, CPP-1X/sul and our other product candidates will require significant additional clinical testing before we can seek regulatory approval and potentially launch commercial sales.
We have limited experience as a company conducting clinical trials.
Our clinical trials may fail to demonstrate adequately the safety and efficacy of any of our product candidates, which would likely prevent or delay regulatory approval and commercialization.
Clinical trials are expensive, time-consuming and difficult to design and implement.
Our product candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval, limit their commercial potential or result in significant negative consequences.
If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.
We currently have no marketing, sales or distribution organization and have no experience in marketing products as a company. If we are unable to establish marketing and sales capabilities or enter into agreements with third parties to market and sell our product candidates, we may not be able to generate product revenue.
If we are unable to obtain adequate coverage and reimbursement for our products, it is unlikely that our products will gain widespread acceptance.
If oncologists, gastroenterologists, and colorectal surgeons decide not to prescribe our products, we may be unable to generate sufficient revenue to sustain our business.
A variety of risks associated with marketing our product candidates internationally could materially adversely affect our business.
We face significant competition from other biotechnology and pharmaceutical companies, our operating results will suffer if we fail to compete effectively.
Competitors could develop and/or gain FDA approval of our product candidates for a different indication.
We are highly dependent on our key personnel, and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
We will need to grow the size of our organization, and we may experience difficulties in managing this growth.
We may form or seek strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements.
If we fail to obtain additional financing, we may be unable to complete the development and commercialization of our product candidates.
Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.
Our employees, independent contractors, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.
If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of our product candidates.
Our internal computer systems, or those used by our CROs or other contractors or consultants, may fail or suffer security breaches.
Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.
Fluctuations in insurance cost and availability could adversely affect our profitability or our risk management profile.
Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.
Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price.
Risks Related to Our Reliance on Third Parties
We are dependent on technologies we license for the development of all of our products, and if we lose the right to license such technologies our ability to develop our products would be harmed.
We have entered into an exclusive co-development and licensing agreement with Tillotts for European and Japanese rights to develop and commercialize CPP-1X/sul for the treatment of FAP and other gastrointestinal conditions, which agreement may have a material impact on our business.
Our development program depends upon third-party researchers who are outside our control.
We rely and will rely on third parties to conduct certain aspects of our clinical trials. If these third parties do not successfully carry out their contractual duties, regulatory obligations, or meet expected deadlines, we may not be able to obtain regulatory approval of or commercialize our product candidates.
Our substantial dependence on third-party manufacturers, such as Sanofi-Aventis, to manufacture our product candidates could materially affect our ability to manufacture the products used in our current clinical trials.
CPP-1X/sul therapies rely on the availability of specialty raw materials, which may not be available to us or our third-party suppliers on acceptable terms or at all.
If our third-party manufacturers use hazardous and biological materials in a manner that causes injury or violates applicable law, we may be liable for damages.
Risk Related to Government Regulation
The FDA regulatory approval process is lengthy and time-consuming, and we may experience significant delays in the clinical development and regulatory approval of our product candidates.
The FDA may disagree with our regulatory plan and we may fail to obtain regulatory approval of our product candidates.
Obtaining and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory approval of our product candidates in other jurisdictions.
Even if we obtain regulatory approval of our product candidates, the products may not gain market acceptance among physicians, patients, hospitals, cancer treatment centers and others in the medical community.
Coverage and reimbursement may be limited or unavailable in certain market segments for our product candidates, which could make it difficult for us to sell our product candidates profitably.
Risks Related to Our Intellectual Property
CPP-1X/sul has received orphan drug status designation for certain indications, and may be granted other statutory protections, but we may be unable to maintain the benefits associated with orphan drug status or other statutory protections, including market exclusivity.
An important patent relating to the therapeutic use of CPP-1X/sul expires in 2019.
Patents are subject to changing legal interpretation by the USPTO and the Courts.
We depend on intellectual property licensed from third parties and termination of any of these licenses could result in the loss of significant rights, which would harm our business.
Third-party claims of intellectual property infringement may prevent or delay our product discovery and development efforts.
We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming and unsuccessful.
Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.
Issued patents covering our product candidates could be found invalid or unenforceable if challenged in court or the USPTO.
We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties.
Risks Related to This Offering and Ownership of our Common Stock
Upon the sale of the shares offered in this prospectus, our preferred stock and certain of our warrants will convert into shares of common stock.
We do not know whether an active, liquid and orderly trading market will develop for our common stock or what the market price of our common stock will be and as a result it may be difficult for you to sell your shares of our common stock.
The price of our stock may be volatile, and you could lose all or part of your investment.
We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.
Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
Our failure to meet the continued listing requirements of the NYSE MKT could result in a de-listing of our common stock.
If you purchase our common stock in this offering, you will incur immediate and substantial dilution in the book value of your shares.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.
As a result of our being a public company, we are subject to additional reporting and corporate governance requirements that require additional management time, resources and expense.
Sales of a substantial number of shares of our common stock by our existing stockholders in the public market could cause our stock price to fall.
Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.
We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
Anti-takeover provisions under our charter documents and Delaware law could delay or prevent a change of control, which could limit the market price of our common stock and may prevent or frustrate attempts by our stockholders to replace or remove our current management.
If we issue shares of preferred stock with superior rights than the common stock offered hereby, it could result in a decrease in the value of our common stock and delay or prevent a change in control of us.
The application of the “penny stock” rules to our common stock could limit the trading and liquidity of the common stock, adversely affect the market price of our common stock and increase your transaction costs to sell those shares.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
DIVIDEND POLICY
CAPITALIZATION
DILUTION
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Financial Overview
Revenue
Research and Development Expenses
CPP-1X/sul
General and Administrative Expenses
Change in Fair Value of Warrant Liability
Critical Accounting Policies and Estimates
Revenue Recognition
Research and Development Expenses
Fair Value of Financial Instruments
Stock-Based Compensation
Significant factors, assumptions and methodologies used in determining the estimated fair value of our common stock
Stock Options and Restricted Stock Issued to Employees, Directors, and Non-employees
Common Stock Valuation
Valuation Date of December 31, 2011
Valuation Date of September 27, 2012
Valuation Date of December 31, 2013
Valuation Date of December 31, 2014
Valuation Date of June 30, 2015
Valuation Date of September 30, 2015
JOBS Act
Results of Operations
Comparison of the Nine Months Ended September 30, 2015 and 2014
Revenue
Research and Development Expenses
General and Administrative Expenses
Other Income (Expense)
Change in Fair Value of Warrant Liability
Comparison of the Year Ended December 31, 2014 and the Year Ended December 31, 2013
Collaboration Revenue
Research and Development Expenses
General and Administrative Expenses
Other Income (Expense)
Change in Fair Value of Warrant Liability
Liquidity and Capital Resources
Sources of Liquidity
Stock Transactions and Preferred Stock Subject to Redemption
Cash Flows
Operating Activities
Investing Activities
Financing Activities
Future Funding Requirements
Lease Agreement
Going Concern
Net Operating Losses
Off-Balance Sheet Arrangements
Recent Accounting Pronouncements
Basic and Diluted Net Loss Attributable to Common Stockholders per Common Share
BUSINESS
Diagnostic Test to Guide Treatment
Disease Targets and Markets
Limitations of Current Cancer Therapies
Our Proposed Solution
Strengths and Competitive Advantages
Large Market Opportunity for an Effective Non-Surgical Treatment for Polyps
Strong Relationships with the University of Arizona and other Strategic Partners and Collaborators
Known, Well-Tested Agents Have Shown Favorable Results
Our Substantial Proprietary Estate, Regulatory Designations and Exclusive Supply Agreement Provide Potentially Significant Exclusive Rights and Competitive Advantage
“Theranostic” Treatment Approach Expands Market Control Opportunity
Experienced Leadership
OUR PRODUCT CANDIDATES AND CLINICAL DEVELOPMENT PROGRAMS
INDICATIONS
CPP-1X/sul OPPORTUNITY
Colon Adenoma Therapy
Neuroblastoma
Pharmacological Strategy and Technology
CPP-1X
Summary of Phase 1 and Pharmacokinetic Clinical Investigator-Sponsored Studies that we relied upon to support our Company-Sponsored Phase 3 clinical trials
PHASE 2 TRIAL IN FAP PATIENTS
Sulindac
PHASE 2 AND PHASE 2/3 CLINICAL TRIALS IN HIGH-RISK ADENOMATOUS POLYPS FUNDED BY THE NCI
Current Clinical Trials
FAP PHASE 3 CLINICAL TRIAL
PACES PHASE 3 CLINICAL TRIAL IN COLON CANCER SURVIVORS
Additional Company-Sponsored Programs
Investigator-Sponsored Trials
Investigator-Sponsored Trials in Neuroblastoma
Additional Investigator Sponsored Programs
OUR CO-DEVELOPMENT AND LICENSE AGREEMENT
OUR CLINICAL TRIAL AGREEMENTS
Our Strategy
Competition
Intellectual Property
Existing and Pending Patent Rights
Patent Rights for use of CPP-1X/NSAID combinations in cancer therapy.
ISSUED PATENTS
Exclusivity
Market and Data Exclusivity from New Drug Approvals and Orphan Status.
Exclusive Rights to Clinical and Drug Safety Data Regarding CPP-1X
Exclusive Manufacturing Agreement
Additional Intellectual Property — Patent Rights to Theranostic Methodologies.
ISSUED PATENTS
Future Patent Rights Directed to Treatments Based on the Polyamine Pathway
Trade Secrets
Government Regulation
FDA Approval Process
Post-Approval Requirements
Orphan Drugs
Hatch-Waxman Amendments to the Federal Food, Drug, and Cosmetic Act
505(b)(2) NDA
Fast Track Designation and Accelerated Approval
Pediatric Information
Fraud and Abuse and Other Healthcare Regulation
Anti-Kickback Statute
Federal Civil False Claims Act
Federal Physician Self-Referral Prohibition
Federal Civil Monetary Penalties Statute
Health Insurance Portability and Accountability Act of 1996
The Federal Physician Payments Sunshine Act
State Law Equivalents
Healthcare Reform
The Foreign Corrupt Practices Act
Export Controls and Economic Sanctions
Employees
Facilities
Legal Proceedings
MANAGEMENT AND BOARD OF DIRECTORS
Executive Officers and Directors
Board Composition
Leadership Structure
Role of the Board in Risk Oversight
Board Committees
Audit Committee
Compensation Committee
Nominating and Corporate Governance Committee
Compensation Committee Interlocks and Insider Participation
Limitation on Liability and Indemnification of Directors and Officers
EXECUTIVE AND DIRECTOR COMPENSATION 2014 Director Compensation
Compensation of Directors
EXECUTIVE COMPENSATION
Employment Agreements
Equity Incentive Plans
2010 Equity Incentive Plan
2016 Equity Incentive Plan
Administration
Eligibility
Awards
Amendment and Termination
Miscellaneous
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Investor Agreements
Employment Arrangements
Stock Options Granted to Executive Officers
Indemnification Agreements
Policies and Procedures for Transactions with Related Persons
SECURITY OWNERSHIP OF MANAGEMENT AND OTHER BENEFICIAL OWNERS
DESCRIPTION OF OUR CAPITAL STOCK
General
Common Stock
Forward Stock Split
Reverse Stock Split
Preferred Stock
Warrants
Investor Warrants
The University of Arizona Warrants
Options
Registration Rights
Anti-Takeover Effects of Delaware law and Our Certificate of Incorporation and Bylaws
Section 203 of the Delaware General Corporation Law
Certificate of Incorporation and Bylaws
Potential Effects of Authorized but Unissued Stock
Limitations of Director Liability and Indemnification of Directors, Officers and Employees
Transfer Agent
Listing
SHARES ELIGIBLE FOR FUTURE SALE
Rule 144
Rule 701
Lock-Up Agreements
Registration Rights
Equity Incentive Plans
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK
Distributions
Gain on Disposition of Our Common Stock
Information Reporting Requirements and Backup Withholding
Foreign Accounts
UNDERWRITING
Offer restrictions outside the United States
Australia
China
France
Ireland
Israel
Italy
Japan
Portugal
Sweden
Switzerland
United Arab Emirates
United Kingdom
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
INDEX TO FINANCIAL STATEMENTS Cancer Prevention Pharmaceuticals, Inc.
Cancer Prevention Pharmaceuticals, Inc. Consolidated Financial Statements Years Ended December 31, 2014 and 2013
Contents
Cancer Prevention Pharmaceuticals, Inc. Report of Independent Registered Public Accounting Firm
Cancer Prevention Pharmaceuticals, Inc. Consolidated Balance Sheets
Cancer Prevention Pharmaceuticals, Inc. Consolidated Statements of Operations
Cancer Prevention Pharmaceuticals, Inc. Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit
Cancer Prevention Pharmaceuticals, Inc. Consolidated Statements of Cash Flows
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
1. Nature of Business
2. Basis of Presentation
Going Concern
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
2. Basis of Presentation - (continued)
3. Summary of Significant Accounting Policies
Use of Estimates
Concentration of Credit Risk
Cash
Property and Equipment, net
Long-Lived Assets
Accrued Research and Development Costs
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
3. Summary of Significant Accounting Policies - (continued)
Income Taxes
Revenue Recognition
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
3. Summary of Significant Accounting Policies - (continued)
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
3. Summary of Significant Accounting Policies - (continued)
Research and Development Expenses
Patent Costs
Fair Value Measurements
Stock-Based Compensation
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
3. Summary of Significant Accounting Policies - (continued)
Net Loss Per Share
Comprehensive Income (Loss)
Recent Accounting Standards
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
3. Summary of Significant Accounting Policies - (continued)
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
4. Fair Value of Financial Instruments
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
5. Property and Equipment
6. Convertible Preferred Stock
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
6. Convertible Preferred Stock - (continued)
7. Warrants
Common Stock Warrants
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
7. Warrants - (continued)
Preferred Stock Warrants
8. Stockholders’ Deficit
Common Stock
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
8. Stockholders’ Deficit - (continued)
2010 Equity Incentive Plan
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
8. Stockholders’ Deficit - (continued)
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
8. Stockholders’ Deficit - (continued)
9. Grants
Arizona Commerce Authority Innovation Grant
10. Collaboration Arrangements
Tillotts Pharma AG
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
10. Collaboration Arrangements - (continued)
National Cancer Institute
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
10. Collaboration Arrangements - (continued)
SWOG
11. Commitments and Contingencies
Legal Matters
License Agreement with the University of Arizona
Contract Manufacturing
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
11. Commitments and Contingencies - (continued)
Operating Leases
12. Income Taxes
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
12. Income Taxes - (continued)
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
12. Income Taxes - (continued)
13. Related Parties
14. Defined Contribution Plan
15. Subsequent Events
Cancer Prevention Pharmaceuticals, Inc. Notes to Consolidated Financial Statements
15. Subsequent Events - (continued)
Consolidated Financial Statements Nine Months Ended September 30, 2015 and 2014
Contents Unaudited Condensed Consolidated Financial Statements as of September 30, 2015 (unaudited) and December 31, 2014
Cancer Prevention Pharmaceuticals, Inc. Condensed Consolidated Balance Sheets
Cancer Prevention Pharmaceuticals, Inc. Condensed Consolidated Statements of Operations (Unaudited)
Cancer Prevention Pharmaceuticals, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited)
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
1. Nature of Business
2. Basis of Presentation
Unaudited Interim Financial Information
Going Concern
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
2. Basis of Presentation - (continued)
3. Summary of Significant Accounting Policies
Use of Estimates
Concentration of Credit Risk
Cash
Accounts Receivable
Property and Equipment, net
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies - (continued)
Deferred Financing Costs
Long-Lived Assets
Accrued Research and Development Costs
Income Taxes
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies - (continued)
Revenue Recognition
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies - (continued)
Research and Development Expenses
Patent Costs
Fair Value Measurements
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies - (continued)
Stock-Based Compensation
Net Loss Per Share
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies - (continued)
Comprehensive Income (Loss)
4. Fair Value of Financial Instruments
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
4. Fair Value of Financial Instruments - (continued)
5. Convertible Preferred Stock
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
5. Convertible Preferred Stock - (continued)
6. Warrants
Common Stock Warrants
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
6. Warrants - (continued)
Preferred Stock Warrants
7. Stockholders’ Deficit
Common Stock
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
7. Stockholders’ Deficit - (continued)
2010 Equity Incentive Plan
8. Collaboration Arrangements
Tillotts Pharma AG
SWOG
Cancer Prevention Pharmaceuticals, Inc. Notes to Unaudited Condensed Consolidated Financial Statements
8. Collaboration Arrangements - (continued)
9. Commitments and Contingencies
Leases
Legal Matters
10. Related Parties
11. Subsequent Events
Shares Common Stock
Prospectus
Aegis Capital Corp
PART II Information not required in prospectus
Item 13. Other Expenses of Issuance and Distribution.
Item 14. Indemnification of Directors and Officers.
Item 15. Recent sales of unregistered securities.
Item 16. Exhibits and financial statement schedules.
(a) Exhibits.
Item 17. Undertakings.
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX