Delaware
(State
or jurisdiction
of
incorporation or organization)
|
8731
(Primary
Standard Industrial
Classification
Code Number)
|
58-1486040
(I.R.S.
Employer
Identification
No.)
|
||
7
Deer Park Drive, Suite E
Monmouth
Junction, NJ 08852
(Address
and telephone number of principal executive offices and principal
place of
business)
|
||||
Brian
Lenz
Chief
Financial Officer
VioQuest
Pharmaceuticals, Inc.
7
Deer Park Drive, Suite E
Monmouth
Junction, NJ 08852
Telephone:
(732) 274-0399
Facsimile:
(732) 274-0402
(Name,
address and telephone number of agent for service)
|
Copies
to:
William
M. Mower, Esq.
Christopher
J. Melsha, Esq.
Maslon
Edelman Borman & Brand, LLP
90
South 7th Street, Suite 3300
Minneapolis,
Minnesota 55402
Telephone:
(612) 672-8200
Facsimile:
(612) 672-8397
|
Page
|
|
Prospectus
Summary
|
3
|
Risk
Factors
|
7
|
Note
Regarding Forward Looking Statements
|
19
|
Management’s
Discussion and Analysis of Financial Condition
and
Results of Operations
|
20
|
Our
Company
|
27
|
Management
|
39
|
Security
Ownership of Certain Beneficial Owners and Management
|
45
|
Certain
Relationships and Related Transactions
|
47
|
Market
for Common Equity and Related Stockholder Matters
|
47
|
Use
of Proceeds
|
49
|
Selling
Stockholders
|
50
|
Plan
of Distribution
|
55
|
Description
of Capital Stock
|
57
|
Disclosure
Of Commission Position On Indemnification For Securities Act
Liabilities
|
58
|
About
This Prospectus
|
58
|
Where
You Can Find More Information
|
59
|
Validity
of Common Stock
|
59
|
Experts
|
59
|
Changes
in Certifying Accountant
|
59
|
Financial
Statements
|
F-1
|
· |
4,449,079 shares
of our outstanding common stock issued in connection
with our February 2004 private
placement;
|
·
|
2,413,444 shares
of our common stock issuable at a price of $1.65 per share upon the
exercise of warrants issued to the investors in our February 2004
private
placement; and
|
· |
482,691 shares
of our common stock issuable at a price of $1.65 per share upon the
exercise of warrants issued to the placement agents in connection
with our
February 2004 private placement.
|
Common stock offered |
7,345,209
shares
|
Common stock outstanding before the offering(1) |
46,729,519
shares
|
Common stock outstanding after the offering(2) |
49,625,654 shares
|
Common Stock OTC Bulletin Board symbol |
VQPH.OB
|
·
|
announcements
of technological innovations or new commercial products by our competitors
or us;
|
·
|
developments
concerning proprietary rights, including
patents;
|
·
|
regulatory
developments in the United States and foreign
countries;
|
·
|
economic
or other crises and other external factors;
|
·
|
period-to-period
fluctuations in our revenues and other results of
operations;
|
·
|
changes
in financial estimates by securities analysts;
and
|
·
|
sales
of our common stock.
|
·
|
the terms of our license agreements with CCF and USF, including the amount of license fees and milestone payments required under such agreements; |
·
|
the results of any clinical trials; |
·
|
the scope and results of our research and development programs; |
·
|
the time required to obtain regulatory approvals; |
·
|
our ability to establish and maintain marketing alliances and collaborative agreements; and |
·
|
the cost of our internal marketing activities. |
·
|
undertake
pre-clinical development and clinical trials for SSG and
TCN;
|
·
|
seek
regulatory approvals for SSG and
TCN;
|
·
|
implement
additional internal systems and infrastructure;
|
·
|
lease
additional or alternative office facilities;
and
|
·
|
hire
additional personnel.
|
·
|
delay
commercialization of, and our ability to derive product revenues
from, our
drug candidates;
|
·
|
impose
costly procedures on us; and
|
·
|
diminish
any competitive advantages that we may otherwise
enjoy.
|
·
|
unforeseen
safety issues;
|
·
|
determination
of dosing issues;
|
·
|
lack
of effectiveness during clinical
trials;
|
·
|
slower
than expected rates of patient
recruitment;
|
·
|
inability
to monitor patients adequately during or after treatment;
and
|
·
|
inability
or unwillingness of medical investigators to follow our clinical
protocols.
|
·
|
perceptions
by members of the health care community, including physicians, about
the
safety and effectiveness of our
drugs;
|
·
|
cost-effectiveness
of our product relative to competing
products;
|
·
|
availability
of reimbursement for our products from government or other healthcare
payers; and
|
·
|
effectiveness
of marketing and distribution efforts by us and our licensees and
distributors, if any.
|
·
|
We
may be unable to identify manufacturers on commercially reasonable
terms
or at all because the number of potential manufacturers is limited
and the
FDA must approve any replacement contractor. This approval would
require
new testing and compliance inspections. In addition, a new manufacturer
would have to be educated in, or develop substantially equivalent
processes for, production of our products after receipt of FDA approval,
if any.
|
·
|
Our
third-party manufacturers might be unable to formulate and manufacture
our
drugs in the volume and of the quality required to meet our clinical
needs
and commercial needs, if any.
|
·
|
Our
future contract manufacturers may not perform as agreed or may not
remain
in the contract manufacturing business for the time required to supply
our
clinical trials or to successfully produce, store and distribute
our
products.
|
·
|
Drug
manufacturers are subject to ongoing periodic unannounced inspection
by
the FDA, the DEA, and corresponding state agencies to ensure strict
compliance with good manufacturing practice and other government
regulations and corresponding foreign standards. We do not have control
over third-party manufacturers’ compliance with these regulations and
standards.
|
·
|
If
any third-party manufacturer makes improvements in the manufacturing
process for our products, we may not own, or may have to share, the
intellectual property rights to the
innovation.
|
·
|
developing
drugs;
|
·
|
undertaking
pre-clinical testing and human clinical
trials;
|
·
|
obtaining
FDA and other regulatory approvals of
drugs;
|
·
|
formulating
and manufacturing drugs; and
|
·
|
launching,
marketing and selling drugs.
|
·
|
Focusing our research group on designing and discovering additional commercially useful ligands and manufacturing processes; |
·
|
Providing screening services necessary to test the selectivity and activity of a broad portfolio of proprietary technologies for client substrates; |
·
|
Granting access to a selection of our ligands through non-exclusive licenses for research and development purposes; |
·
|
Granting compound-specific exclusive rights to clients whose businesses require commercial use of one or more of our ligands; |
·
|
Developing proprietary process methods for producing chirally pure pharmaceutical ingredients, intermediates and building blocks in exchange for fees, milestone payments and royalties; and |
·
|
Assisting clients in the development of chiral drugs, the development of which has been slowed or halted due to manufacturing inefficiencies, which are amenable to improvements through our technology. |
Name
|
Age
|
Positions
|
||
Daniel
Greenleaf
|
40
|
President,
Chief Executive Officer and Director
|
||
Xumu
Zhang, Ph.D.
|
44
|
Chief
Technology Officer and Director
|
||
Yaping
Hong
|
49
|
Vice
President of Process Research and Development
|
||
Brian
Lenz
|
33
|
Chief
Financial Officer and Secretary
|
||
Richard J. Welter, Ph.D. |
59
|
Vice President, Corporate Business Development | ||
Michael
Cannarsa
|
48
|
General
Manager, Chiral Quest
|
||
Stephen
C. Rocamboli
|
34
|
Interim
Chairman
|
||
Vincent
Aita, Ph.D.
|
31
|
Director
|
||
Kenneth
W. Brimmer
|
49
|
Director
|
||
Stephen
A. Roth, Ph.D.
|
62
|
Director
|
||
David
M. Tanen
|
34
|
Director
|
||
Michael
Weiser, M.D., Ph.D.
|
41
|
Director
|
|
|
|
|
|
|
Annual
Compensation
|
|
|
Long-Term
Compensation
Awards
|
||||||||||
Name
and Principal Position
|
Year
|
Salary($)
|
Bonus($)
|
Other
Annual Compensation ($)
|
Securities
Underlying Options (#)
|
All
Other Compensation ($)
|
|||||||||||||
Alan
D. Roth(1), President & CEO
|
2004
2003
2002
|
240,000
205,000
--
|
0
35,000
--
|
0
0
--
|
0
865,230
--
|
375,000
0
--
|
(2) | ||||||||||||
Ronald
Brandt(3), Business Unit Head
|
2004
2003
2002
|
200,000
165,000
--
|
50,000
0
--
|
6,000
4,800
--
|
(4) (4) |
125,000
175,000
--
|
0
0
--
|
||||||||||||
Brian
Lenz, CFO & Secretary
|
2004
2003
2002
|
94,000
--
--
|
17,000
--
--
|
0
--
--
|
100,000
--
--
|
0
--
--
|
|||||||||||||
Yaping
Hong, Vice President R&D
|
2004
2003
2002
|
165,000
145,000
--
|
20,000
14,000
--
|
0
0
--
|
75,000
50,000
--
|
0
0
--
|
(1)
|
Mr.
Roth was our President, CEO and Chief Financial Officer until April
2004.
|
(2)
|
Represents
severance compensation paid to Dr. Roth upon his separation from
the
Company.
|
(3)
|
Mr.
Brandt served as the Company’s Vice President of Business Development from
October 2003 to April 2004. He was appointed interim President
and CEO in
April 2004 and held those positions until February 2005. He served
as head
of our Chiral Quest business until his departure from the company
in April
2005.
|
(4)
|
Mr.
Brandt’s other annual compensation is comprised of an annual auto
allowance.
|
Name
|
Number
of Securities Underlying Options Granted (#)
|
Percent
of Total Options/SARs Granted to Employees in Fiscal
Year
|
Exercise
or Base Price ($/Share)
|
Expiration
Date
|
|||||||||
Dr.
Roth
|
0
|
--
|
--
|
--
|
|||||||||
Mr.
Brandt(1)
|
25,000
|
(2)
|
3.8 |
1.40
|
4/19/2014
|
||||||||
100,000
|
(3)
|
15.2 |
1.01
|
6/17/2014
|
|||||||||
300,000
|
(4)
|
45.5 |
1.01
|
6/17/2014
|
|||||||||
Mr.
Lenz
|
25,000
|
(2)
|
3.8 |
1.40
|
4/19/2014
|
||||||||
Dr.
Hong
|
50,000
|
(2)
|
7.6 |
1.40
|
4/19/2014
|
(1)
|
Following
Mr. Brandt’s separation from our company in April 2005, he no longer as
any rights to the options granted in 2004.
|
(2)
|
Option
vests in three equal installments in each of April 2005, 2006
and 2007.
|
(3)
|
Option
vests in three equal installments in each of June 2005, 2006
and
2007.
|
(4)
|
Options
vest as follows: 100,000 shares when the closing bid price of
our common
stock exceeds $3.00 for 10 consecutive trading days; 100,000
shares when
the closing bid stock price exceeds $5.00 for 10 consecutive
trading days;
and 100,000 shares when the closing bid stock price exceeds $7.00
for 10
consecutive trading days.
|
|
|
|
Securities
Underlying Unexercised Options at FY-End (#)
|
Value
of Unexercised In-the-Money Options at FY-End (Market price of
shares at
FY-End less exercise price)(2)
|
|||||||||||||||
Name
|
Shares
Acquired
on
Exercise
|
Value
Realized
(1)
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||||||
Dr.
Roth
|
0
|
--
|
288,410
|
576,820
|
$
|
0
|
$
|
259,569
|
|||||||||||
Mr.
Brandt
|
0
|
--
|
58,333
|
241,667
|
$
|
0
|
$
|
52,500
|
|||||||||||
Mr.
Lenz
|
0
|
--
|
5,000
|
95,000
|
$
|
0
|
$
|
4,500
|
(1) |
Equal
to the fair market value of the purchased shares at the time of
the option
exercise over the exercise price paid for those
shares.
|
(2) |
Based
on the fair market value of our common stock on December 31,
2004 of $.90
per share, the closing sales price per share on that date on
the OTC
Bulletin Board.
|
Name
and Address
|
Number
of Shares
Beneficially
Owned (1)
|
Percentage
of
Class
|
|||
Daniel
Greenleaf
|
20,000
|
*
|
|||
Michael
Cannarsa
|
0
|
|
-
|
||
Yaping
Hong, Ph.D.
|
37,667
|
(2)
|
*
|
||
Brian
Lenz
|
18,333
|
(3)
|
*
|
||
Vincent
M. Aita, Ph.D.
|
238,074
|
(4)
|
*
|
||
Kenneth
W. Brimmer
|
158,600
|
(5)
|
*
|
||
Stephen
C. Rocamboli
|
863,335
|
(6)
|
1.8
|
||
Stephen
A. Roth, Ph.D.
|
41,934
|
(7)
|
*
|
||
David
M. Tanen
|
116,299
|
(8)
|
*
|
||
Michael
Weiser, M.D., Ph.D.
|
1,892,068
|
(9)
|
4.0
|
||
Xumu
Zhang, Ph.D.
|
2,943,288
|
(10)
|
6.3
|
||
All
Executive Officers and Directors as a group
(11 persons) |
6,329,543
|
13.3
|
|||
Lester
Lipschutz
1650
Arch Street - 22nd
Floor
Philadelphia,
PA 19103
|
10,541,367
|
(11)
|
21.8
|
||
Lindsay
A. Rosenwald
787
7th
Avenue, 48th
Floor
New
York, NY 10019
|
3,425,999
|
(12)
|
7.2
|
(1) |
Assumes
in each case that the stockholder exercised all options available
to the
person that have vested or will vest within 60 days of November
15, 2005.
Accordingly, this table does not reflect: (i) 891,396 shares issuable
upon
exercise (at a price of $.88 per share) of an option held by Mr.
Greenleaf, 297,132 of which vest on each of February 1, 2005, February
1,
2007 and February 1, 2008; (ii) 1,445,080 shares issuable upon
exercise
(at a price of $.89 per share) of an option held by Mr. Greenleaf,
481,693
of which vest on each of February 1, 2006 and February 1, 2007,
and 481,
694 of which vest on February 1, 2008; (iii) 29,000 shares issuable
upon
exercise (at a price of $1.50 per share) of an option held by Dr.
Hong,
12,000 of which vest on April 21, 2006 and 17,000 of which vest
on April
21, 2007; (iv) 33,333 shares issuable upon exercise (at a price
of $1.40
per share) of an option held by Dr. Hong, 16,667 of which vest
on April
19, 2006 and 16,666 of which vest on April 19, 2007; (v) 25,000
shares
issuable upon exercise (at a price of $1.08 per share) of an option
held
by Dr. Hong, 8,333 of which vest on each of January 24, 2006 and
January
24, and 8,334 of which vest on January 24, 2008; (vi) 5,000 shares
issuable upon exercise (at a price of $1.67 per share) of an option
held
by Mr. Lenz which vest on October 6, 2006; (vii) 16,667 shares
issuable
upon exercise (at a price of $1.40 per share) of an option held
by Mr.
Lenz, 8,333 of which vest on April 19, 2006 and 8,3334 of which
vest on
April 19, 2007; (viii) 60,000 shares issuable upon exercise (at
a price of
$1.08 per share) of an option held by Mr. Lenz, 20,000 of which
vest on
each of January 24, 2006, January 24, 2007 and January 24, 2008;
(ix)
4,300 shares issuable upon exercise (at a price of $1.96 per share)
of an
option held by Dr. Aita which vest on October 28, 2006; (x) 4,300
shares
issuable upon exercise (at a price of $1.96 per share) of an option
held
by Mr. Brimmer which vest on October 28, 2006; (xi) 16,666 shares
issuable
upon exercise (at a price of $1.70 per share) of an option held
by Dr.
Roth which vest on February 14, 2006; (xii) 4,300 shares issuable
upon
exercise (at a price of $1.96 per share) of an option held by Dr.
Roth
which vest on October 28, 2006; (xiii) 4,300 shares issuable upon
exercise
(at a price of $2.11 per share) of an option held by Mr. Tanen
which vest
on October 23, 2006; and (xiv) 325,026 shares issuable upon exercise
of an
option (at a price of $1.49 per share) of an option held by Dr.
Zhang,
162,513 of which vest on each of May 15, 2006 and May 15,
2007.
|
(2) |
Represents
shares issuable upon exercise (at a price of $1.50 per share) of
an
option, 10,000 shares of which vested on April 21, 2004 and 11,000
of
which vested on April 21, 2005 and shares issuable upon exercise
(at a
price of $1.40 per share) of an option, 16,667 of which vested
on April
19, 2005.
|
(3) |
Represents
shares issuable upon exercise (at a price of $1.67 per share) of
an
option, 5,000 shares of which vested on each of October 6, 2004
and
October 6, 2005 and shares issuable upon exercise (at a price of
$1.40 per
share) of an option, 8,333 of which vested on April 19, 2005.
|
(4) |
Includes
8,600 shares issuable upon exercise (at a price of $1.96 per share)
of an
option, 4,300 shares of which vested on each of October 28, 2004
and
October 28, 2005.
|
(5) |
Includes
(i) 7,500 shares which are owned by Mr. Brimmer’s Individual Retirement
Account, (ii) 2,500 shares which are owned by the Individual Retirement
Account of Mr. Brimmer’s spouse (to which he disclaims any beneficial
interest), (iii) 100,000 vested shares issuable upon exercise (at
a price
of $1.25 per share) of an option and (iv) 8,600 shares issuable
upon
exercise (at a price of $1.96 per share) of an option, 4,300 shares
of
which vested on each of October 23, 2004 and October 23,
2005.
|
(6) |
Includes
616,636 shares owned by, and 144,000 shares issuable upon the
exercise of
a warrant held by, Stephen C. Rocamboli as Trustee for The
Stephen C.
Rocamboli April 2005 Trust u/a/d April 7, 2005.
|
(7) |
Represents
33,334 shares issuable upon exercise (at a price of $1.70 per
share) of an
option, 16,667 shares of which vested on each of February 14,
2004 and
February 14, 2005 and 8,600 shares issuable upon exercise (at
a price of
$1.96 per share) of an option, 4,300 of which vested on each
of October
28, 2004 and October 28, 2005.
|
(8) |
Includes
8,600 shares issuable upon exercise (at a price of $2.11 per
share) of an
option, 4,300 shares of which vested on each of October 23,
2004 and
October 23, 2005 and 5,000 shares issuable upon the exercise
of a warrant.
|
(9) |
Includes
280,000 shares issuable upon the exercise of a warrant.
|
(10) |
Includes
325,026 shares issuable upon exercise (at a price of $1.49 per
share) of
an option 162,513 shares of which vested on each of May 15, 2004
and May
15, 2005.
|
(11) |
Based
on Schedule 13D filed with the SEC on October 27, 2005. Represents
shares
owned equally by several trusts established for the benefit of
Dr. Lindsay
A. Rosenwald or members of his immediate family, for which Mr.
Lipschutz
is the trustee/investment manager, and over which he has voting
control
and investment power. Includes 1,633,000 shares issuable upon the
exercise
of warrants.
|
(12) |
Based
on a Schedule 13G/A filed October 31, 2005. Includes (i) 989,169
shares
issuable upon the exercise of warrants and (ii) 392,830 shares
held by
Paramount BioCapital Investments, LLC of which Dr. Rosenwald is
the
managing member.
|
Quarter
Ended
|
High
|
Low
|
|||||
March
31, 2003
|
$
|
1.65
|
$
|
1.62
|
|||
June
30, 2003
|
$
|
2.50
|
$
|
1.55
|
|||
September
30, 2003
|
$
|
2.23
|
$
|
2.00
|
|||
December
31, 2003
|
$
|
1.83
|
$
|
1.50
|
|||
March
31, 2004
|
$
|
2.48
|
$
|
1.50
|
|||
June
30, 2004
|
$
|
1.76
|
$
|
0.80
|
|||
September
30, 2004
|
$
|
1.25
|
$
|
0.77
|
|||
December
31, 2004
|
$
|
1.35
|
$
|
0.77
|
|||
March
31, 2005
|
$
|
0.99
|
$
|
0.60
|
|||
June
30, 2005
|
$
|
0.70
|
$
|
0.70
|
|||
September
30, 2005
|
$
|
1.15
|
$
|
1.05
|
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and rights
(a)
|
Weighted
average exercise price of outstanding options, warrants and
rights
(b)
|
Number
of securities remaining available for future issuance (excluding
securities reflected in column (a))
(c)
|
|||||||
Equity
compensation plans approved by stockholders
|
--
|
$
|
--
|
--
|
||||||
Equity
compensation plans not approved by stockholders (1)
|
2,244,877
|
$
|
1.42
|
256,123
|
(1)
|
Represent
shares of common stock issuable upon outstanding options issued
to
employees and directors under our 2003 Stock Option Plan.
|
·
|
that
is a “reported security” as that term is defined by SEC rule, including
securities listed on the Nasdaq Stock Market, the New York Stock
Exchange
or the American Stock Exchange,
|
·
|
that
is issued by an investment company,
|
·
|
that
is a put or call option issued by the Options Clearing House,
|
·
|
that
has a price of $5.00 or more, or
|
·
|
whose
issuer has (i) net tangible assets of more than $2 million if the
issuer
has been in business for at least 3 continuous years, and $5 million
if
the issuer has been in business less than 3 years, (ii) average
revenue of
at least $6 million for the last 3
years.
|
Name
|
|
Shares
beneficially
owned before
offering
|
|
Number
of outstanding
shares
offered by selling
shareholder
|
|
Number
of shares offered by selling shareholder issuable upon exercise
of
warrants
|
|
Percentage
beneficial
ownership after
offering
|
|
||||
Ross
D. Ain
|
|
|
24,000
|
|
|
16,000
|
|
|
8,000
|
|
|
--
|
|
Fred
J. Allegrezza
|
|
|
25,500
|
|
|
17,000
|
|
|
8,500
|
|
|
--
|
|
Balanced
Investment LLC
|
|
|
300,000
|
|
|
200,000
|
|
|
100,000
|
|
|
--
|
|
Thomas
J. Banholzer
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Bryan
Becker
|
|
|
37,498
|
|
|
24,999
|
|
|
12,499
|
|
|
--
|
|
David
Becker
|
|
|
37,500
|
|
|
25,000
|
|
|
12,500
|
|
|
--
|
|
Benjamin
Partners Inc. Savings Plan FBO
Jeffrey
Benison
|
|
|
51,000
|
|
|
34,000
|
|
|
17,000
|
|
|
--
|
|
Paul
Bennett
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Alexander
Bernt
|
|
|
12,000
|
|
|
8,000
|
|
|
4,000
|
|
|
--
|
|
Stefanie
Bernt
|
|
|
12,000
|
|
|
8,000
|
|
|
4,000
|
|
|
--
|
|
David
J. Bershad
|
|
|
90,000
|
|
|
60,000
|
|
|
30,000
|
|
|
--
|
|
Daniel
Bettencourt
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
William
H. Bland
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Rocco
J. Brescia Jr.
|
|
|
75,000
|
|
|
50,000
|
|
|
25,000
|
|
|
--
|
|
Brino
Investment Ltd
|
|
|
49,999
|
|
|
33,333
|
|
|
16,666
|
|
|
--
|
|
Benito
Bucay
|
|
|
50,025
|
|
|
33,350
|
|
|
16,675
|
|
|
--
|
|
William
B. Buchanan, Jr.
|
|
|
49,999
|
|
|
33,333
|
|
|
16,666
|
|
|
--
|
|
Richard
& Grace Caldwell
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Keith
D. Camp
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Devron
H. and Valerie C. Char
|
|
|
7,500
|
|
|
--
|
|
|
7,500
|
|
|
--
|
|
Elliot
A. and Jean E. Cobb, JTWROS
|
|
|
30,000
|
|
|
20,000
|
|
|
10,000
|
|
|
--
|
|
Roger
& Margaret Coleman Jt Ten
|
|
|
49,999
|
|
|
33,333
|
|
|
16,666
|
|
|
--
|
|
Concordia
Partners L.P.
|
|
|
1,000,005
|
|
|
666,670
|
|
|
333,335
|
|
|
--
|
|
Compact
LLC
|
|
|
99,999
|
|
|
66,666
|
|
|
33,333
|
|
|
--
|
|
Paul
Michael Coplan
|
|
|
25,500
|
|
|
17,000
|
|
|
8,500
|
|
|
--
|
|
George
T. Corrigan Jr.
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
David
B. Cowles
|
|
|
25,500
|
|
|
17,000
|
|
|
8,500
|
|
|
--
|
|
John
Cowles
|
|
|
25,000
|
|
|
16,666
|
|
|
8,333
|
|
|
--
|
|
Kevin
T. Crofton
|
|
|
18,000
|
|
|
9,500
|
|
|
8,500
|
|
|
--
|
|
Ronald
Gerald Danielak
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Greg
Dawe
|
|
|
57,000
|
|
|
38,000
|
|
|
19,000
|
|
|
--
|
|
Andrew
G. Denka
|
|
|
20,000
|
|
|
--
|
|
|
20,000
|
|
|
--
|
|
Denno
Family Ltd. Partnership
|
|
|
30,000
|
|
|
20,000
|
|
|
10,000
|
|
|
--
|
|
Robert
P. Deysher Living Trust
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Patrick
R. Discepola
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Rene
Dominguez
|
|
|
10,050
|
|
|
6,700
|
|
|
3,350
|
|
|
--
|
|
Scott
Doughman
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
E&M
RP Trust
|
|
|
150,000
|
|
|
100,000
|
|
|
50,000
|
|
|
--
|
|
Mark
S. Eason
|
|
|
12,000
|
|
|
8,000
|
|
|
4,000
|
|
|
--
|
|
Ellis
Family Limited Partnership
|
|
|
60,000
|
|
|
40,000
|
|
|
20,000
|
|
|
--
|
|
Enivia
PTE Ltd.
|
|
|
99,999
|
|
|
66,666
|
|
|
33,333
|
|
|
--
|
|
Luis
Alfredo Farache
|
|
|
49,999
|
|
|
33,333
|
|
|
16,666
|
|
|
--
|
|
Theodore
H. Feller
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Peter
Fink
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Christopher
Fischler
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Thomas
E. Fisk
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Marc
Florin IRA
|
|
|
16,666
|
|
|
--
|
|
|
16,666
|
|
|
--
|
|
Scott
Frederichsen
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Dwight
E. French
|
|
|
21,000
|
|
|
14,000
|
|
|
7,000
|
|
|
--
|
|
Albert
Fried, Jr.
|
|
|
50,000
|
|
|
--
|
|
|
50,000
|
|
|
--
|
|
William
J. Garner
|
|
|
10,050
|
|
|
6,700
|
|
|
3,350
|
|
|
--
|
|
Alejandro
Garza Garza
|
|
|
24,999
|
|
|
16,666
|
|
|
8,333
|
|
|
--
|
|
Johan
Magnusson Gedda
|
|
|
52,500
|
|
|
35,000
|
|
|
17,500
|
|
|
--
|
|
Joel
Good
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Peter
Grabler
|
|
|
16,666
|
|
|
--
|
|
|
16,666
|
|
|
--
|
|
Brett
A. Granet
|
|
|
22,500
|
|
|
15,000
|
|
|
7,500
|
|
|
--
|
|
Murray
& Ujjaini Grigg
|
|
|
60,000
|
|
|
40,000
|
|
|
20,000
|
|
|
--
|
|
Manish
Gupta
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Curtis
and Teresa Hagerty
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
David
Hallberg
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
William
M. and Deborah Haskell
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Steven
Heggelke
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Gregory
C. Herr
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Garry
Higdem
|
|
|
75,000
|
|
|
50,000
|
|
|
25,000
|
|
|
--
|
|
Gerald
& Cynthia Hohman
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Larry
D. Hunter
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
John
Igoe
|
|
|
22,500
|
|
|
15,000
|
|
|
7,500
|
|
|
--
|
|
JR
Construction Management Services, Inc.
|
|
|
19,999
|
|
|
11,666
|
|
|
8,333
|
|
|
--
|
|
Richard
A. Jacoby
|
|
|
49,999
|
|
|
33,333
|
|
|
16,666
|
|
|
--
|
|
Patrick
M. Kane
|
|
|
49,999
|
|
|
33,333
|
|
|
16,666
|
|
|
--
|
|
Robert
Kantor
|
|
|
74,998
|
|
|
49,999
|
|
|
24,999
|
|
|
--
|
|
Brian
Karasawa
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Keys
Foundation
|
|
|
900,000
|
|
|
600,000
|
|
|
300,000
|
|
|
--
|
|
Kevin
P. Klett
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Brian
Kugelman
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Jos.
Kump & Joan Kump
|
|
|
51,000
|
|
|
34,000
|
|
|
17,000
|
|
|
--
|
|
Michael
D. Lachance
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Lisa
Lanzarini
|
|
|
2,700
|
|
|
1,800
|
|
|
900
|
|
|
--
|
|
Daniel
E. Larson
|
|
|
30,000
|
|
|
20,000
|
|
|
10,000
|
|
|
--
|
|
Gary
W. Lefelar
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Ari
Leman
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
David
D. Le Norman
|
|
|
25,500
|
|
|
17,000
|
|
|
8,500
|
|
|
--
|
|
Michael
Lusk
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Philip
W. Madow
|
|
|
21,000
|
|
|
14,000
|
|
|
7,000
|
|
|
--
|
|
George
R. Martin
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Eric
D. Mathias
|
|
|
27,000
|
|
|
18,000
|
|
|
9,000
|
|
|
--
|
|
A.J.
Matyczynski
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
MB
Partnership
|
|
|
10,000
|
|
|
--
|
|
|
10,000
|
|
|
--
|
|
Marc
C. McGeever
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Brian
E. & Mary S. McGovern
|
|
|
4,999
|
|
|
3,333
|
|
|
1,666
|
|
|
--
|
|
Gary
R. Meteer
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Gerald
L. Meyr
|
|
|
13,000
|
|
|
8,000
|
|
|
5,000
|
|
|
--
|
|
Arthur
P. Mitchell
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Michael
Mohr
|
|
|
30,000
|
|
|
20,000
|
|
|
10,000
|
|
|
--
|
|
David
Murcian
|
|
|
97,500
|
|
|
65,000
|
|
|
32,500
|
|
|
--
|
|
Gregory
Wayne & Judy Chumley Nelson
|
|
|
7,500
|
|
|
--
|
|
|
7,500
|
|
|
--
|
|
Brent
Olson
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
John
S. Osterweis, as ttee FBO The Osterweis
Revocable
Trust
|
|
|
49,999
|
|
|
33,333
|
|
|
16,666
|
|
|
--
|
|
H.
David Overbeeke
|
|
|
36,000
|
|
|
24,000
|
|
|
12,000
|
|
|
--
|
|
Mario
Pasquel & Begona Miranda
|
|
|
27,225
|
|
|
18,150
|
|
|
9,075
|
|
|
--
|
|
Suman
T. and Shobhana S. Patel
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Perkins
Capital Management, Inc. Profit Sharing
Plan
U/A dtd 12/15/86
|
|
|
45,000
|
|
|
30,000
|
|
|
15,000
|
|
|
--
|
|
Perkins
Foundation
|
|
|
22,500
|
|
|
15,000
|
|
|
7,500
|
|
|
--
|
|
Richard
W. Perkins Trustee U/A dtd 6/14/78
FBO
Richard W. Perkins
|
|
|
52,500
|
|
|
35,000
|
|
|
17,500
|
|
|
--
|
|
Martin
Jay Perl
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Josef
Pickenhahn
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Porlana
Capital Corp. PTE Ltd.
|
|
|
97,500
|
|
|
65,000
|
|
|
32,500
|
|
|
--
|
|
Premero
Investments Ltd.
|
|
|
14,971
|
|
|
9,981
|
|
|
4,990
|
|
|
--
|
|
Pyramid
Partners, L.P.
|
|
|
150,000
|
|
|
100,000
|
|
|
50,000
|
|
|
--
|
|
UBS
Financial Custodian for Rod J. Ragan
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Govin
T. Rajan
|
|
|
24,000
|
|
|
16,000
|
|
|
8,000
|
|
|
--
|
|
Elke
R. de Ramirez
|
|
|
14,469
|
|
|
9,646
|
|
|
4,823
|
|
|
--
|
|
Stephen
A. Raymond
|
|
|
7,500
|
|
|
5,000
|
|
|
2,500
|
|
|
--
|
|
Stephen
A. Raymond, Trustee Pauline S. Johnson Trust U/A/D 2/10/86
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
John
P Ritchie and Marianne Ritchie JTWROS
|
|
|
7,500
|
|
|
5,000
|
|
|
2,500
|
|
|
--
|
|
James
W. Robertson
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Richard
Rodick
|
|
|
6,300
|
|
|
4,200
|
|
|
2,100
|
|
|
--
|
|
Joseph
P. & Julie A. Rogers
|
|
|
19,500
|
|
|
13,000
|
|
|
6,500
|
|
|
--
|
|
Harold
Roitenberg, Trustee FBO Harold
Roitenberg
Trust U/A dtd 4/13/92
|
|
|
30,000
|
|
|
20,000
|
|
|
10,000
|
|
|
--
|
|
John
F. Rooney
|
|
|
37,500
|
|
|
25,000
|
|
|
12,500
|
|
|
--
|
|
Alan
D. Roth (1)
|
|
|
812,184
|
|
|
80,000
|
|
|
40,000
|
|
|
1.5
|
|
Matthew
J. Rund
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
David
J. Rupert
|
|
|
45,000
|
|
|
30,000
|
|
|
15,000
|
|
|
--
|
|
David
W. Ruttenberg
|
|
|
24,999
|
|
|
16,667
|
|
|
8,333
|
|
|
--
|
|
Wayne
Saker
|
|
|
20,000
|
|
|
-
|
|
|
20,000
|
|
|
--
|
|
Russell
B. Scaffede
|
|
|
18,750
|
|
|
12,500
|
|
|
6,250
|
|
|
--
|
|
Michael
H. Schwartz Profit Sharing Plan
|
|
|
49,999
|
|
|
33,333
|
|
|
16,666
|
|
|
--
|
|
Francis
P. Sears III
|
|
|
24,900
|
|
|
16,600
|
|
|
8,300
|
|
|
--
|
|
Gabriel
A. Segovia
|
|
|
40,500
|
|
|
27,000
|
|
|
13,500
|
|
|
--
|
|
Robert
Segovia
|
|
|
27,570
|
|
|
18,380
|
|
|
9,190
|
|
|
--
|
|
Joseph
E. Simmons, Kathleen K. Casey
JTWROS
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Hargopal
Singh
|
|
|
24,000
|
|
|
16,000
|
|
|
8,000
|
|
|
--
|
|
Source
One
|
|
|
100,500
|
|
|
67,000
|
|
|
33,500
|
|
|
--
|
|
Spectra
Capital Management, LLC
|
|
|
33,333
|
|
|
--
|
|
|
33,333
|
|
|
--
|
|
Douglas
W. & Audrey J. Stephens
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
S.
Michael Stinson
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Surucun
Ltd
|
|
|
180,000
|
|
|
120,000
|
|
|
60,000
|
|
|
--
|
|
Scott
Swix
|
|
|
10,500
|
|
|
7,000
|
|
|
3,500
|
|
|
--
|
|
Wayne
F. Tackabury IRA
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Myron
M. Teitelbaum MD
|
|
|
24,999
|
|
|
16,666
|
|
|
8,333
|
|
|
--
|
|
Tisu
Investment Ltd.
|
|
|
49,999
|
|
|
33,333
|
|
|
16,666
|
|
|
--
|
|
Tokenhouse
Trading S.P.
|
|
|
199,999
|
|
|
133,333
|
|
|
66,666
|
|
|
--
|
|
Victor
M. Tolomei
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
Seckin
Unlu
|
|
|
51,000
|
|
|
34,000
|
|
|
17,000
|
|
|
--
|
|
Michael
Unsworth
|
|
|
14,959
|
|
|
9,973
|
|
|
4,986
|
|
|
--
|
|
Roger
S. Vincent
|
|
|
25,500
|
|
|
17,000
|
|
|
8,500
|
|
|
--
|
|
Richard
L. Webb
|
|
|
9,000
|
|
|
6,000
|
|
|
3,000
|
|
|
--
|
|
Thomas
Webber
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
David
Weidner
|
|
|
6,000
|
|
|
4,000
|
|
|
2,000
|
|
|
--
|
|
Melvyn
J. Weiss
|
|
|
150,000
|
|
|
100,000
|
|
|
50,000
|
|
|
--
|
|
Christopher
J. Whyman - IRA
|
|
|
24,900
|
|
|
16,600
|
|
|
8,300
|
|
|
--
|
|
Gary
L. Willoughby & Sarah R. Willoughby
|
|
|
21,000
|
|
|
14,000
|
|
|
7,000
|
|
|
--
|
|
Tracie
Winbigler
|
|
|
15,000
|
|
|
10,000
|
|
|
5,000
|
|
|
--
|
|
ThinkEquity
Partners LLC
|
|
|
73,680
|
|
|
--
|
|
|
73,680
|
|
|
--
|
|
Richard
Sands
|
|
|
60,000
|
|
|
--
|
|
|
60,000
|
|
|
--
|
|
Wayde
Walkr
|
|
|
15,000
|
|
|
--
|
|
|
15,000
|
|
|
--
|
|
Kevin
Wilson
|
|
|
7,500
|
|
|
--
|
|
|
7,500
|
|
|
--
|
|
Richard
Brewster
|
|
|
2,500
|
|
|
--
|
|
|
2,500
|
|
|
--
|
|
Rafael
Vasquez
|
|
|
2,500
|
|
|
--
|
|
|
2,500
|
|
|
--
|
|
Matthew
Eitner
|
|
|
2,500
|
|
|
--
|
|
|
2,500
|
|
|
--
|
|
Matthew
McGovern
|
|
|
40,185
|
|
|
--
|
|
|
40,185
|
|
|
--
|
|
Nate
Clay
|
|
|
1,500
|
|
|
--
|
|
|
1,500
|
|
|
--
|
|
William
Poon
|
|
|
1,800
|
|
|
--
|
|
|
1,800
|
|
|
--
|
|
Joseph
Faskowitz
|
|
|
1,500
|
|
|
--
|
|
|
1,500
|
|
|
--
|
|
Richard
Michalski
|
|
|
500
|
|
|
--
|
|
|
500
|
|
|
--
|
|
Brian
Smith
|
|
|
500
|
|
|
--
|
|
|
500
|
|
|
--
|
|
James
Ahern
|
|
|
500
|
|
|
--
|
|
|
500
|
|
|
--
|
|
Scott
Steele
|
|
|
200
|
|
|
--
|
|
|
200
|
|
|
--
|
|
Anthony
Miller
|
|
|
100
|
|
|
--
|
|
|
100
|
|
|
--
|
|
Charles
Savage
|
|
|
1,500
|
|
|
--
|
|
|
1,500
|
|
|
--
|
|
David
Bloom
|
|
|
100
|
|
|
--
|
|
|
100
|
|
|
--
|
|
Matthew
Donohue
|
|
|
100
|
|
|
--
|
|
|
100
|
|
|
--
|
|
David
Roth
|
|
|
750
|
|
|
--
|
|
|
750
|
|
|
--
|
|
Tom
Gaito
|
|
|
750
|
|
|
--
|
|
|
750
|
|
|
--
|
|
Eli
Pinchovsky
|
|
|
300
|
|
|
--
|
|
|
300
|
|
|
--
|
|
Kent
Mitchell
|
|
|
100
|
|
|
--
|
|
|
100
|
|
|
--
|
|
Ian
Rupert
|
|
|
200
|
|
|
--
|
|
|
200
|
|
|
--
|
|
Lindsay
A. Rosenwald
|
|
|
743,677
|
|
|
--
|
|
|
102,870
|
|
|
1.4
|
|
William
Corcoran
|
|
|
4,228
|
|
|
--
|
|
|
4228
|
|
|
--
|
|
Scott
Katzmann
|
|
|
64,811
|
|
|
--
|
|
|
64,811
|
|
|
--
|
|
Bernard
Gross
|
|
|
36,630
|
|
|
--
|
|
|
36,630
|
|
|
--
|
|
Stephen
C. Rocamboli (2)
|
|
|
107,699
|
|
|
--
|
|
|
5,000
|
|
|
*
|
|
David
M. Tanen (3)
|
|
|
107,699
|
|
|
--
|
|
|
5,000
|
|
|
*
|
|
John
Knox (4)
|
|
|
31,475
|
|
|
--
|
|
|
4,228
|
|
|
*
|
|
Basil
Christakos
|
|
|
16,286
|
|
|
--
|
|
|
5,000
|
|
|
*
|
|
John
Papadimitropoulos
|
|
|
27,175
|
|
|
--
|
|
|
4,228
|
|
|
*
|
|
Michael
Rosenman
|
|
|
2,000
|
|
|
--
|
|
|
2,000
|
|
|
*
|
|
Benjamin
Bernstein
|
|
|
3,000
|
|
|
--
|
|
|
3,000
|
|
|
*
|
|
Karl
Ruggeberg
|
|
|
31,428
|
|
|
--
|
|
|
31,428
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
4,449,074
|
|
|
2,896,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Denotes
less than 1 percent.
|
(1)
|
Dr.
Roth was our President, Chief Executive Officer and Chief Financial
Officer, and a member of our board of directors until April 2004.
|
(2)
|
Mr.
Rocamboli is our Interim Chairman of the Board of
Directors.
|
(3)
|
Mr.
Tanen is a director of our company.
|
(4)
|
Mr.
Knox was our treasurer until March
2005.
|
·
|
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;
|
·
|
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.
|
|
Page
|
Unaudited
Interim Condensed Consolidated Financial Statements of VioQuest
Pharmaceuticals, Inc. and Subsidiaries:
|
|
Condensed
Consolidated Balance Sheets as of September 30, 2005 (unaudited)
and
December 31, 2004
|
F-3
|
Condensed
Consolidated Statements of Operations for the Nine Months Ended
September
30, 2005 and 2004 (unaudited)
|
F-4 |
Condensed
Consolidated Statement of Changes in Stockholders’ Equity for the Nine
Months Ended September 30, 2005
|
F-5 |
Condensed
Consolidated Statements of Cash Flows for the Nine Months Ended
September
30, 2005 and 2004 (unaudited)
|
F-6 |
Notes
to Condensed Consolidated Financial Statements
|
F-7 |
Audited
Consolidated Financial Statements of VioQuest Pharmaceuticals,
Inc. and
Subsidiaries:
|
|
Report
of J.H. Cohn LLP
|
F-14 |
Consolidated
Balance Sheets as of December 31, 2004 and 2003
|
F-15 |
Consolidated
Statements of Operations for the Years Ended December 31, 2004
and
2003
|
F-16 |
Consolidated
Statements of Changes in Stockholders’ Equity (Deficiency) for the Years
Ended December 31, 2004 and 2003
|
F-17 |
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2004
and
2003
|
F-18
|
Notes
to Consolidated Financial Statements
|
F-19
|
Financial
Statements of Greenwich Therapeutics, Inc.:
|
|
Report
of J.H. Cohn LLP
|
F-29
|
Balance
Sheets as of September 30, 2005 (unaudited) and December 31,
2004
|
F-30 |
Statements
of Operations for the Nine Months Ended September 30, 2005 (unaudited),
Period from October 28, 2004 (Inception) to December 31, 2004
and Period
from October 28, 2004 (Inception) to September 30, 2005
(unaudited)
|
F-31 |
Statements
of Changes in Stockholders’ Deficiency for the Nine Months Ended September
30, 2005 (unaudited), Period from October 28, 2004 (Inception)
to December
31, 2004 and Period from October 28, 2004 (Inception) to September
30,
2005 (unaudited)
|
F-32 |
Statements
of Cash Flows for the Nine Months Ended September 30, 2005 (unaudited),
Period from October 28, 2004 (Inception) to December 31, 2004
and Period
from October 28, 2004 (Inception) to September 30, 2005
(unaudited)
|
F-33 |
Notes
to Financial Statements
|
F-34 |
Unaudited
Pro Forma Condensed Combined Financial Statements Reflecting
VioQuest
Pharmaceuticals, Inc.’s Acquisition of Greenwich Therapeutics,
Inc.:
|
|
Introduction
to the Unaudited Pro Forma Condensed Combined Financial
Statements
|
F-37
|
Unaudited
Pro Forma Condensed Combined Balance Sheet as of September 30,
2005
|
F-38
|
Unaudited
Pro Forma Condensed Combined Statement of Operations for the
Nine Months
Ended September 30, 2005
|
F-39
|
Unaudited
Pro Forma Condensed Combined Statement of Operations for the Year
Ended December 31, 2004
|
F-40
|
Notes
to Unaudited Pro Forma Condensed Combined Financial
Statements
|
F-41
|
September
30, 2005
(Unaudited)
|
December
31, 2004
(Note
1A)
|
||||||
ASSETS
|
|
|
|||||
CURRENT
ASSETS
|
|
|
|||||
Cash and cash equivalents
|
$
|
261,782
|
$
|
3,065,547
|
|||
Accounts
receivable, net of allowance for doubtful accounts of
$10,000 at September 30, 2005 and $0 at December 31, 2004
|
122,392
|
318,585
|
|||||
Inventories
|
635,515
|
360,147
|
|||||
Prepaid expenses
|
57,457
|
64,377
|
|||||
Total Current Assets
|
1,077,146
|
3,808,656
|
|||||
PROPERTY
AND EQUIPMENT, NET
|
834,173
|
493,632
|
|||||
SECURITY
DEPOSITS
|
60,990
|
31,000
|
|||||
INTELLECTUAL
PROPERTY RIGHTS, NET
|
585,610
|
543,453
|
|||||
OTHER
ASSETS
|
55,335
|
—
|
|||||
TOTAL
ASSETS
|
$
|
2,613,254
|
$
|
4,876,741
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|||||
CURRENT
LIABILITIES
|
|
|
|||||
Accounts payable
|
$
|
1,751,446
|
$
|
303,392
|
|||
Accrued expenses
|
419,995
|
219,715
|
|||||
Deferred revenue
|
173,000
|
563,842
|
|||||
TOTAL
LIABILITIES
|
2,344,441
|
1,086,949
|
|||||
COMMITMENTS
AND CONTINGENCIES
|
|
|
|||||
STOCKHOLDERS'
EQUITY
|
|
|
|||||
Common
stock, $.01 par value, 50,000,000 shares authorized,
17,827,924
shares issued and outstanding at September 30, 2005
and
December 31, 2004
|
178,279
|
178,279
|
|||||
Additional
paid-in capital
|
11,398,431
|
11,046,276
|
|||||
Common
stock to be issued for services, 200,000 restricted shares
|
190,000
|
—
|
|||||
Accumulated
deficit
|
(11,497,897
|
)
|
(7,434,763
|
)
|
|||
Total Stockholders' Equity
|
268,813
|
3,789,792
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
2,613,254
|
$
|
4,876,741
|
For
the Nine
Months
Ended
September 30, 2005
|
For
the Nine
Months
Ended
September 30, 2004
|
||||||
|
|
|
|||||
REVENUE
|
$
|
2,636,124
|
$
|
1,102,388
|
|||
|
|
|
|||||
COST
OF GOODS SOLD (Excluding Depreciation and
Amortization)
|
1,678,928
|
569,598
|
|||||
|
|
|
|||||
GROSS
PROFIT
|
957,196
|
532,790
|
|||||
|
|
|
|||||
OPERATING
EXPENSES
|
|
|
|||||
Management
and consulting fees
|
707,423
|
363,848
|
|||||
Research
and development
|
1,196,846
|
1,205,802
|
|||||
Selling,
general and administrative
|
2,958,399
|
1,677,610
|
|||||
Depreciation
and amortization
|
171,865
|
126,227
|
|||||
Total
Operating Expenses
|
5,034,533
|
3,373,487
|
|||||
|
|
|
|||||
LOSS
FROM OPERATIONS
|
(4,077,337
|
)
|
(2,840,697
|
)
|
|||
|
|
|
|||||
INTEREST
INCOME, NET
|
14,203
|
27,053
|
|||||
|
|
|
|||||
NET
LOSS
|
$
|
(4,063,134
|
)
|
$
|
(2,813,644
|
)
|
|
|
|
|
|||||
NET
LOSS PER COMMON SHARE - BASIC AND DILUTED
|
$
|
(.23
|
)
|
$
|
(.17
|
)
|
|
|
|
|
|||||
WEIGHTED
AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED
|
17,852,100
|
16,841,403
|
Common
Stock
|
|
|
|
|
|||||||||||||||
|
Shares
|
Amount
|
Additional
Paid-In
Capital
|
Common
Stock
To
Be
Issued
|
Accumulated
Deficit
|
Total
Stockholders’
Equity
|
|||||||||||||
Balance,
January 1, 2005 (Note 1A)
|
17,827,924
|
$
|
178,279
|
$
|
11,046,276
|
—
|
$
|
(7,434,763
|
)
|
$
|
3,789,792
|
||||||||
Common
stock to be issued
|
—
|
—
|
—
|
$
|
190,000
|
—
|
190,000
|
||||||||||||
Impact
of variable accounting
|
—
|
—
|
352,155
|
—
|
—
|
352,155
|
|||||||||||||
Net
loss
|
—
|
—
|
—
|
—
|
(4,063,134
|
)
|
(4,063,134
|
)
|
|||||||||||
Balance,
September 30, 2005
|
17,827,924
|
$
|
178,279
|
$
|
11,398,431
|
$
|
190,000
|
$
|
(11,497,897
|
)
|
$
|
268,813
|
For
the Nine
Months
Ended
September
30, 2005
|
For
the Nine
Months
Ended
September
30, 2004
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|||||
Net
loss
|
$
|
(4,063,134
|
)
|
$
|
(2,813,644
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating activities:
|
|
|
|||||
Depreciation and amortization
|
171,865
|
126,227
|
|||||
Impact of variable accounting
|
352,155
|
224,144
|
|||||
Common
stock to be issued for services
|
190,000
|
—
|
|||||
Changes
in operating assets and liabilities:
|
|
|
|||||
Accounts receivable
|
196,193
|
(237,173
|
)
|
||||
Inventories
|
(275,368
|
)
|
(67,674
|
)
|
|||
Prepaid expenses and other assets
|
(48,415
|
)
|
(24,549
|
)
|
|||
Security deposits
|
(29,990
|
)
|
(37,700
|
)
|
|||
Accounts payable
|
1,448,054
|
185,697
|
|||||
Accrued
expenses
|
200,280
|
(175,076
|
)
|
||||
Deferred revenue
|
(390,842
|
)
|
(162,306
|
)
|
|||
Net Cash Used In Operating Activities
|
(2,249,202
|
)
|
(2,982,054
|
)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|||||
Payments
for purchased equipment
|
(510,370
|
)
|
(211,762
|
)
|
|||
Payments
for intellectual property
|
(44,193
|
)
|
(147,383
|
)
|
|||
Net Cash Used In Investing Activities
|
(554,563
|
)
|
(359,145
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|||||
Private
placement of common stock
|
—
|
6,741,632
|
|||||
Net Cash Provided By Financing Activities
|
—
|
6,741,632
|
|||||
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(2,803,765
|
)
|
3,400,433
|
||||
CASH
AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
3,065,547
|
659,117
|
|||||
CASH
AND CASH EQUIVALENTS - END OF PERIOD
|
$
|
261,782
|
$
|
4,059,550
|
|||
Supplemental
Schedule of Non-Cash Investing and Financing Activities:
|
|
|
|||||
Reclassification of deferred financing costs to additional paid-in
capital
in connection with the private placement
|
$
|
—
|
$
|
50,000
|
For
the Nine
Months
Ended
September 30, 2005
|
For
the Nine
Months
Ended
September 30, 2004
|
||||||
Net
loss as reported
|
$
|
(4,063,134
|
)
|
$
|
(2,813,644
|
)
|
|
|
|
|
|||||
Total
stock-based employee compensation expenses
using
the fair value based method for all awards,
net
of related tax effects
|
(385,804
|
)
|
(83,938
|
)
|
|||
|
|
|
|||||
Net
loss, pro forma
|
$
|
(4,448,938
|
)
|
$
|
(2,897,582
|
)
|
|
|
|
|
|||||
Basic
and diluted net loss per common share:
|
|
|
|||||
As
reported
|
$
|
(.23
|
)
|
$
|
(.17
|
)
|
|
Pro
forma
|
$
|
(.25
|
)
|
$
|
(.17
|
)
|
|
|
|
|
|||||
Black-Scholes
option pricing assumptions
|
|
|
|||||
Risk-free
interest rate
|
4.1%-4.4
|
%
|
3.6%-4.5
|
%
|
|||
Volatility
|
108%-157
|
%
|
39%-127
|
%
|
|||
Lives
in years
|
10
|
10
|
|||||
Dividend
yield
|
0
|
%
|
0
|
%
|
|
September
30, 2005
(Unaudited) |
December
31,
2004
|
|||||
Raw
material compounds
|
$
|
508,957
|
$
|
308,456
|
|||
Work
in process
|
122,558
|
47,691
|
|||||
Finished
goods
|
4,000
|
4,000
|
|||||
Total
Inventory
|
$
|
635,515
|
$
|
360,147
|
|
For
the Nine
Months
Ended
September
30,
2005
|
|||
Balance,
January 1, 2005
|
2,244,877
|
|||
Granted
|
1,341,646
|
|||
Exercised
|
0
|
|||
Expired
|
0
|
|||
Terminated
|
(4,000
|
)
|
||
Balance,
September 30, 2005
|
3,582,523
|
|
(i)
|
35%
of the escrowed securities shall be released upon the conclusion
of a
Phase I clinical trial pursuant to an investigational new drug
application
(“IND”) accepted by the U.S. Food and Drug Administration (“FDA”) for
SSG;
|
|
(ii)
|
15%
of the escrowed securities shall be released immediately upon conclusion
of a Phase II clinical trial for SSG under a VioQuest-sponsored
IND;
provided that a majority of the members of VioQuest’s then existing
medical advisory board conclude that such trial yielded results
which, in
the opinion of such advisory board, warrant initiation of Phase
III
trial(s) (provided that this milestone shall be deemed to have
been
satisfied in the event a new drug application, or NDA, relating
to SSG has
been accepted for review by the FDA prior to any determination
by the
medical advisory board to initiate a Phase III
trial);
|
|
(iii)
|
35%
of such escrowed securities shall be released immediately upon
the
conclusion of a Phase I clinical trial pursuant to a VioQuest-sponsored
IND application accepted by the FDA for TCN;
and
|
|
(iv)
|
15%
of such escrowed securities shall be released immediately upon
conclusion
of a Phase II clinical trial for TCN under a VioQuest-sponsored
IND;
provided that a majority of the members of VioQuest’s then existing
medical advisory board conclude that such trial yielded results
which, in
the opinion of such advisory board, warrant initiation of Phase
III
trial(s) (provided that this milestone shall be deemed to have
been
satisfied in the event an NDA relating to TCN has been accepted
for
review by the FDA prior to any determination by the medical advisory
board
to initiate a Phase III trial.
|
Common
stock issued, excluding contingent shares*
|
$
|
5,995
|
||
Liabilities
assumed
|
822
|
|||
Estimated
transaction costs
|
150
|
|||
Total
estimated purchase price
|
$
|
6,967
|
Nine
months ended September 30,
|
|||||||
|
|
|
2005
|
2004
|
|||
Net
Loss
|
$
|
(4,788
|
)
|
$
|
(2,814
|
)
|
|
|
|
|
|||||
Weighted
average number of common shares outstanding
|
35,637
|
16,841
|
|||||
|
|
|
|||||
Loss
per common share - basic and fully diluted
|
$
|
(0.13
|
)
|
$
|
(0.17
|
)
|
|
2004
|
2003
|
|||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|
|
|||||
Cash
and cash equivalents
|
$
|
3,065,547
|
$
|
659,117
|
|||
Accounts
receivable, net of allowance for doubtful accounts of $0 and $11,490
at
December 31, 2004 and 2003 respectively
|
318,585
|
51,705
|
|||||
Inventory
|
360,147
|
76,892
|
|||||
Other
current assets
|
64,377
|
50,052
|
|||||
Total
Current Assets
|
3,808,656
|
837,766
|
|||||
PROPERTY
AND EQUIPMENT, NET
|
493,632
|
254,649
|
|||||
SECURITY
DEPOSITS
|
31,000
|
31,000
|
|||||
DEFERRED
FINANCING COSTS
|
-
|
50,000
|
|||||
INTELLECTUAL
PROPERTY RIGHTS, NET
|
543,453
|
412,442
|
|||||
TOTAL
ASSETS
|
$
|
4,876,741
|
$
|
1,585,857
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|
|
|||||
Accounts
payable
|
$
|
303,392
|
$
|
273,414
|
|||
Accrued
expenses
|
219,715
|
226,200
|
|||||
Due
to related party
|
-
|
1,201
|
|||||
Deferred
revenue, current portion
|
563,842
|
220,592
|
|||||
Total
Current Liabilities
|
1,086,949
|
721,407
|
|||||
LONG-TERM
LIABILITIES
|
|
|
|||||
Deferred
revenue, long-term portion
|
-
|
39,116
|
|||||
TOTAL
LIABILITIES
|
1,086,949
|
760,523
|
|||||
COMMITMENTS
AND CONTINGENCIES
|
|
|
|||||
STOCKHOLDERS'
EQUITY
|
|
|
|||||
Common
stock, $.01 par value, 50,000,000 shares authorized, 17,827,924
shares
issued and outstanding at December 31, 2004, and 13,001,018 shares
issued
and outstanding at December 31, 2003
|
178,279
|
130,010
|
|||||
Additional
paid-in capital
|
11,508,715
|
4,865,353
|
|||||
Deferred
consulting expenses
|
(462,439
|
)
|
(758,824
|
)
|
|||
Accumulated
consulting deficit
|
(7,434,763
|
)
|
(3,411,205
|
)
|
|||
Total
Stockholders' Equity
|
3,789,792
|
825,334
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
4,876,741
|
$
|
1,585,857
|
|
2004
|
2003
|
|||||
REVENUE
|
$
|
1,485,148
|
$
|
669,036
|
|||
COST
OF GOODS SOLD (Excluding Depreciation)
|
837,653
|
196,045
|
|||||
GROSS
PROFIT
|
647,495
|
472,991
|
|||||
OPERATING
EXPENSES
|
|
|
|||||
Management
and consulting expenses
|
626,709
|
361,622
|
|||||
Research
and development
|
1,526,561
|
639,426
|
|||||
Selling,
general and administrative
|
2,377,021
|
1,415,182
|
|||||
|
|
|
|||||
Depreciation
and amortization
|
179,034
|
86,325
|
|||||
Total
Operating Expenses
|
4,709,325
|
2,502,555
|
|||||
LOSS
FROM OPERATIONS
|
(4,061,830
|
)
|
(2,029,564
|
)
|
|||
INTEREST
EXPENSE
|
-
|
(2,809
|
)
|
||||
INTEREST
INCOME
|
38,272
|
13,973
|
|||||
NET
LOSS
|
$
|
(4,023,558
|
)
|
$
|
(2,018,400
|
)
|
|
NET
LOSS PER COMMON SHARE - BASIC AND DILUTED
|
$
|
(.24
|
)
|
$
|
(.16
|
)
|
|
WEIGHTED
AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED
|
17,100,582
|
12,476,789
|
|
Equity
Units
|
|
Common
Stock
|
|
|
|
|
|||||||||||||||||||||
|
Units
|
Amount
|
Additional
Members' Equity
|
Shares
|
Amount
|
Additional
Paid-In Capital
|
Deferred
Consulting Expenses
|
Accumulated
Deficit
|
Total
Equity (Deficiency)
|
|||||||||||||||||||
Balance,
January 1, 2003
|
11,500,000
|
$
|
1,213,000
|
$
|
135,050
|
-
|
$
|
-
|
$
|
-
|
$
|
(356,400
|
)
|
$
|
(1,392,805
|
)
|
$
|
(401,155
|
)
|
|||||||||
Conversion
of Chiral Quest LLC member units to common stock at 2/18/03 at
a rate of
.752374 share per unit (See Note 1 (B))
|
(11,500,000
|
)
|
(1,213,000
|
)
|
(135,050
|
)
|
8,652,298
|
86,523
|
1,261,527
|
|
|
-
|
||||||||||||||||
Recapitalization
of the Company (See Note 1(B))
|
|
|
|
4,348,720
|
43,487
|
2,964,211
|
|
|
3,007,698
|
|||||||||||||||||||
Options
issued for services and rent
|
|
|
|
|
|
639,615
|
(639,615
|
)
|
|
-
|
||||||||||||||||||
Amortization
of deferred consulting expenses
|
|
|
|
|
|
|
237,191
|
|
237,191
|
|||||||||||||||||||
Net
loss
|
(2,018,400
|
)
|
(2,018,400
|
)
|
||||||||||||||||||||||||
Balance,
December 31, 2003
|
-
|
-
|
-
|
13,001,018
|
130,010
|
4,865,353
|
(758,824
|
)
|
(3,411,205
|
)
|
825,334
|
|||||||||||||||||
February
25, 2004 Private Placement, net of costs
|
|
|
|
4,826,906
|
48,269
|
6,643,362
|
|
|
6,691,631
|
|||||||||||||||||||
Amortization
of deferred consulting expenses
|
|
|
|
|
|
|
296,385
|
|
296,385
|
|||||||||||||||||||
Net
loss
|
(4,023,558
|
)
|
(4,023,558
|
)
|
||||||||||||||||||||||||
Balance,
December 31, 2004
|
-
|
-
|
-
|
17,827,924
|
$
|
178,279
|
$
|
11,508,715
|
$
|
(462,439
|
)
|
$
|
(7,434,763
|
)
|
$
|
3,789,792
|
|
2004
|
2003
|
|||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|||||
Net
loss
|
$
|
(4,023,558
|
)
|
$
|
(2,018,400
|
)
|
|
Adjustments
to reconcile net loss to net cash used in operating activities:
|
|
|
|||||
Depreciation
and amortization
|
179,034
|
86,325
|
|||||
Amortization
of deferred consulting expenses
|
296,385
|
237,191
|
|||||
Changes
in operating assets and liabilities:
|
|
|
|||||
Increase
in accounts receivable
|
(266,880
|
)
|
(39,249
|
)
|
|||
Increase
in inventory
|
(283,255
|
)
|
(48,470
|
)
|
|||
Increase
in other current assets
|
(14,325
|
)
|
(50,052
|
)
|
|||
Increase
in security deposits
|
-
|
(31,000
|
)
|
||||
Increase
in accounts payable
|
29,978
|
161,582
|
|||||
Increase
(decrease) in accrued expenses and due to related party
|
(7,686
|
)
|
112,481
|
||||
Increase
(decrease) in deferred revenue
|
304,134
|
(47,342
|
)
|
||||
Net
Cash Used In Operating Activities
|
(3,786,173
|
)
|
(1,636,934
|
)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|||||
Payments
for purchased property and equipment
|
(356,548
|
)
|
(237,222
|
)
|
|||
Payments
for intellectual property rights
|
(192,481
|
)
|
(130,865
|
)
|
|||
Net
Cash Used In Investing Activities
|
(549,029
|
)
|
(368,087
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|||||
Proceeds
from notes payable
|
-
|
40,000
|
|||||
Payment
of note payable
|
-
|
(376,625
|
)
|
||||
Cash
received in merger and recapitalization
|
-
|
3,017,243
|
|||||
Cash
received in private placement of common stock
|
6,741,632
|
-
|
|||||
Payments
for deferred financing costs
|
-
|
(50,000
|
)
|
||||
Net
Cash Provided By Financing Activities
|
6,741,632
|
2,630,618
|
|||||
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
2,406,430
|
625,597
|
|||||
CASH
AND CASH EQUIVALENTS - BEGINNING OF YEAR
|
659,117
|
33,520
|
|||||
CASH
AND CASH EQUIVALENTS - END OF YEAR
|
$
|
3,065,547
|
$
|
659,117
|
|||
Supplemental
Schedule of Non-Cash Investing and Financing Activities:
|
|
|
|||||
Reclassification
of deferred financing costs to additional paid-in capital in connection
with private placement
|
$
|
50,000
|
$
|
-
|
|
Pro
Forma (Unaudited)
|
|||
|
Year
Ended
|
|||
|
December
31, 2003
|
|||
REVENUES
|
$
|
669,036
|
||
NET
LOSS
|
$
|
(2,074,531
|
)
|
|
BASIC
AND DILUTED LOSS PER COMMON SHARE
|
$
|
(0.16
|
)
|
|
WEIGHTED
AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED
|
13,001,018
|
|
Year
Ended
|
Year
Ended
|
|||||
|
December
31, 2004
|
December
31, 2003
|
|||||
Net
loss as reported
|
$
|
(4,023,558
|
)
|
$
|
(2,018,400
|
)
|
|
Less:
Total stock-based employee compensation expense using the fair
value based
method for all awards, net of related tax effects
|
(315,003
|
)
|
(165,272
|
)
|
|||
Pro
forma net loss
|
$
|
(4,338,561
|
)
|
$
|
(2,183,672
|
)
|
|
Basic
and diluted net loss per common share:
|
|
|
|||||
As
reported
|
$
|
(0.24
|
)
|
$
|
(0.16
|
)
|
|
Pro
forma net loss
|
$
|
(0.25
|
)
|
$
|
(0.18
|
)
|
|
|
December
31, 2004
|
|
December
31, 2003
|
|
Risk-free
interest rate
|
|
3%-5%
|
|
2.3%-4%
|
|
Volatility
|
|
39%-98%
|
|
64%-127%
|
|
Lives
in years
|
|
10
|
|
10
|
|
Dividend
yield
|
|
0%
|
|
0%
|
|
|
December
31, 2004
|
December
31, 2003
|
|||||
Raw
material compounds
|
$
|
308,456
|
$
|
25,796
|
|||
Work
in process
|
47,691
|
42,251
|
|||||
Finished
goods
|
4,000
|
8,845
|
|||||
Total
Inventory
|
$
|
360,147
|
$
|
76,892
|
|
December
31, 2004
|
December
31, 2003
|
|||||
Laboratory
equipment
|
$
|
519,231
|
$
|
272,713
|
|||
Office
equipment
|
7,849
|
4,780
|
|||||
Computer
equipment
|
35,241
|
26,131
|
|||||
Leasehold
improvements
|
145,783
|
47,932
|
|||||
Property
and Equipment
|
708,104
|
351,556
|
|||||
Less
Accumulated depreciation
|
214,472
|
96,907
|
|||||
Property
and Equipment, Net
|
$
|
493,632
|
$
|
254,649
|
|
Year
Ended December 31
|
||||||
|
2004
|
2003
|
|||||
Net
operating loss carryforwards
|
$
|
2,870,000
|
$
|
1,260,000
|
|||
Valuation
allowance
|
(2,870,000
|
)
|
(1,260,000
|
)
|
|||
Net
deferred tax assets
|
$
|
-
|
$
|
-
|
|
December
31, 2004
|
December
31, 2003
|
|||||
Income
tax benefit at statutory rate
|
(1,368,010
|
)
|
(686,256
|
)
|
|||
State
income taxes net of Federal tax
|
(241,413
|
)
|
(121,104
|
)
|
|||
Increase
in valuation allowance
|
1,609,423
|
807,360
|
|||||
|
$
|
-
|
$
|
-
|
|
2004
|
2003
|
|||||||||||
|
|
Weighted
|
|
Weighted
|
|||||||||
|
|
Average
|
|
Average
|
|||||||||
|
|
Exercise
|
|
Exercise
|
|||||||||
|
Shares
|
Price
|
Shares
|
Price
|
|||||||||
Outstanding
at beginning of year
|
2,841,607
|
$
|
1.47
|
998,105
|
$
|
1.48
|
|||||||
Granted
|
366,000
|
$
|
1.22
|
1,843,752
|
$
|
1.47
|
|||||||
Cancelled
|
(962,730
|
)
|
$
|
1.49
|
(250
|
)
|
$
|
2.80
|
|||||
Outstanding
at end of year
|
2,244,877
|
$
|
1.42
|
2,841,607
|
$
|
1.47
|
|||||||
Options
exercisable at year-end
|
1,024,488
|
$
|
1.38
|
1,114,755
|
$
|
1.37
|
|||||||
Weighted-average
fair value of options granted during the year
|
$
|
1.14
|
|
$
|
0.63
|
|
Range
of Exercise Prices
|
Outstanding
Options
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining
Life In Years |
|||||||
$1.00
- $1.99
|
2,225,252
|
|
$1.41
|
8
|
||||||
$2.00-$2.99
|
16,500
|
|
$2.15
|
7
|
||||||
$3.00-$3.99
|
875
|
|
$3.20
|
2
|
||||||
$4.00-$12.00
|
2,250
|
|
$7.29
|
0
|
||||||
Total
|
2,244,877
|
|
|
Remaining
Contractual Life In Years
|
Price
|
Number
of Exercisable Outstanding Warrants
|
||||||||
4.15
|
|
$1.65
|
2,896,132
|
|
Years
ended
December
31,
|
|||
2005
|
$
|
281,000
|
||
2006
|
119,000
|
|||
|
$
|
400,000
|
Sept
30, 2005
(Unaudited)
|
December
31, 2004
|
||||||
ASSETS
|
|||||||
Totals
|
$
|
--
|
$
|
--
|
|||
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
65,299
|
$
|
--
|
|||
Accrued
interest - related party
|
20,984
|
415
|
|||||
Total
current liabilities
|
86,283
|
415
|
|||||
Notes
payable - related party
|
735,872
|
68,552
|
|||||
Total
liabilities
|
822,155
|
68,967
|
|||||
Commitments
|
|||||||
Stockholders'
deficiency:
|
|||||||
Preferred
stock, $.001 par value; 5,000,000 shares
|
|||||||
authorized;
none issued
|
--
|
--
|
|||||
Common
stock, $.001 par value; 20,000,000 shares
|
|||||||
authorized;
4,000,000 shares issued and outstanding
|
4,000
|
4,000
|
|||||
Less
stock subscriptions receivable
|
(4,000
|
)
|
(4,000
|
)
|
|||
Deficit
accumulated during the development stage
|
(822,155
|
)
|
(68,967
|
)
|
|||
Total
stockholders' deficiency
|
(822,155
|
)
|
(68,967
|
)
|
|||
Totals
|
$
|
--
|
$
|
--
|
Nine
Months Ended
Sept 30, 2005 (Unaudited) |
Period
from
October 28, 2004 (Inception) to December 31, 2004 |
Period
from
October 28, 2004 (Inception) to Sept 30, 2005 (Unaudited) |
||||||||
Operating
expenses - research and
|
||||||||||
development,
principally license fee
|
$
|
732,619
|
$
|
68,552
|
$
|
801,171
|
||||
Loss
from operations
|
(732,619
|
)
|
(68,552
|
)
|
(801,171
|
)
|
||||
Interest
expense
|
(20,569
|
)
|
(415
|
)
|
(20,984
|
)
|
||||
Net
loss
|
$
|
(753,188
|
)
|
$
|
(68,967
|
)
|
$
|
(822,155
|
)
|
Common
Stock
|
Stock
Subscriptions
|
Deficit
Accumulated During the Development
|
||||||||||||||
Shares
|
Amount
|
Receivable
|
Stage
|
Total
|
||||||||||||
Issuance
of common stock to
|
||||||||||||||||
founders
in October 2004
|
||||||||||||||||
at
$.001 per share
|
4,000,000
|
$
|
4,000
|
$
|
(4,000
|
)
|
|
|
||||||||
Net
loss
|
|
|
|
$
|
(68,967
|
)
|
$
|
(68,967
|
)
|
|||||||
Balance,
December 31, 2004
|
4,000,000
|
4,000
|
(4,000
|
)
|
(68,967
|
)
|
(68,967
|
)
|
||||||||
Net
loss
|
|
|
|
|
|
(753,188
|
)
|
(753,188
|
)
|
|||||||
Balance,
September 30, 2005
|
4,000,000
|
$
|
4,000
|
$
|
(4,000
|
)
|
$
|
(822,155
|
)
|
$
|
(822,155
|
)
|
Nine
Months Ended
Sept 30, 2005 (Unaudited) |
Period
from
October 28, 2004 (Inception) to December 31, 2004 |
Period
from
October 28, 2004 (Inception) to Sept 30, 2005 (Unaudited) |
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
loss
|
$
|
(753,188
|
)
|
$
|
(68,967
|
)
|
$
|
(822,155
|
)
|
|
Adjustments
to reconcile net loss to
|
||||||||||
net
cash provided by operating activities:
|
||||||||||
Expenses
paid by related party on
|
||||||||||
behalf
of the Company
|
667,320
|
68,552
|
735,872
|
|||||||
Changes
in operating assets and
|
||||||||||
liabilities:
|
||||||||||
Accounts
payable and accrued
|
||||||||||
expenses
|
65,299
|
|
65,299
|
|||||||
Accrued
interest - related party
|
20,569
|
415
|
20,984
|
|||||||
Net
cash provided by
|
||||||||||
operating
activities
|
||||||||||
and
cash, beginning
|
||||||||||
and
end of period
|
$
|
--
|
$
|
--
|
$
|
--
|
2005
|
2004
|
||||||
Net
operating loss carryforwards - Federal
|
$
|
279,000
|
$
|
23,000
|
|||
Net
operating loss carryforwards - state
|
49,000
|
4,000
|
|||||
Totals
|
328,000
|
27,000
|
|||||
Less
valuation allowance
|
328,000
|
27,000
|
|||||
Deferred
tax assets
|
$
|
--
|
$
|
--
|
·
|
Accompanying
notes to the Unaudited Pro Forma Condensed Combined Financial
Statements;
|
·
|
Separate
historical financial statements of the Company as of and for
the year
ended December 31, 2004 and as of and for the nine months ended
September
30, 2005 and 2004 (Unaudited) included elsewhere in this registration
statement;
|
·
|
Separate
historical financial statements of Greenwich as of September
30, 2005
(Unaudited) and December 31, 2004 and for the nine months ended
September
30, 2005 (Unaudited) and for the period from October 28,
2004
(inception) to September 30, 2005 (Unaudited) and for the period
from
October 28, 2004 (inception) to December 31, 2004 which are included
elsewhere in this registration statement.
|
As
of September 30, 2005
|
||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||
($000's)
|
VioQuest
|
Greenwich
|
Pro
Forma
|
Pro
Forma
|
|||||||||||||
Assets
|
Pharmaceuticals,
Inc.
|
Therapeutics,
Inc.
|
Adjustments
|
Combined
|
||||||||||||
Current
assets:
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
262
|
$
|
$
|
(295
|
)
|
(3)
|
|
$
|
(33
|
)
|
|||||
7,798
|
(5)
|
|
7,798
|
|||||||||||||
Accounts
receivable
|
122
|
122
|
||||||||||||||
Inventories
|
636
|
636
|
||||||||||||||
Prepaid
expenses
|
57
|
57
|
||||||||||||||
Total
current assets
|
1,077
|
—
|
7,503
|
8,580
|
||||||||||||
Property
and equipment, net
|
834
|
834
|
||||||||||||||
Security
deposits
|
61
|
61
|
||||||||||||||
Intellectual
property rights, net
|
586
|
586
|
||||||||||||||
Other
|
55
|
55
|
||||||||||||||
|
|
|
|
|||||||||||||
Total
assets
|
$
|
2,613
|
$
|
—
|
$
|
7,503
|
$
|
10,116
|
||||||||
Liabilities
and Stockholders’ Equity (Deficiency)
|
||||||||||||||||
Current
liabilities:
|
||||||||||||||||
Accounts
payable
|
$
|
1,752
|
$
|
$
|
150
|
(4)
|
|
$
|
1,902
|
|||||||
Accrued
expenses
|
420
|
65
|
485
|
|||||||||||||
Accrued
interest - related party
|
21
|
(21
|
)
|
(3)
|
|
—
|
||||||||||
Deferred
revenue
|
173
|
173
|
||||||||||||||
Total
current liabilities
|
2,345
|
86
|
129
|
2,560
|
||||||||||||
Note
payable - related party
|
736
|
(569
|
)
|
(3)
|
|
167
|
||||||||||
|
|
|
|
|||||||||||||
Total
liabilities
|
2,345
|
822
|
(440
|
)
|
2,727
|
|||||||||||
Commitments
and contingencies
|
||||||||||||||||
Stockholders’
equity (deficiency):
|
||||||||||||||||
Common
stock
|
178
|
4
|
17
|
(3)
|
|
206
|
||||||||||
(4
|
)
|
(2)
|
|
|||||||||||||
11
|
(5)
|
|
||||||||||||||
Stock
subscriptions receivable
|
(4
|
)
|
4
|
(2)
|
|
—
|
||||||||||
Additional
paid-in capital
|
11,398
|
6,273
|
(3)
|
|
25,458
|
|||||||||||
7,787
|
(5)
|
|
||||||||||||||
Common
stock to be issued
|
190
|
190
|
||||||||||||||
Accumulated
deficit
|
(11,498
|
)
|
(822
|
)
|
(6,967
|
)
|
(3)
|
|
(18,465
|
)
|
||||||
822
|
(2)
|
|
||||||||||||||
Total
stockholders’ equity (deficiency)
|
268
|
(822
|
)
|
7,943
|
7,389
|
|||||||||||
Total
liabilities and stockholders' equity (deficiency)
|
$
|
2,613
|
$
|
—
|
$
|
7,503
|
$
|
10,116
|
See
accompanying notes to unaudited condensed combined financial
statements.
|
For
the nine months ended September 30, 2005
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
($000's,
except per share information)
|
VioQuest
|
Greenwich
|
Pro
Forma
|
Pro
Forma
|
||||||||||
Pharmaceuticals,
Inc.
|
Therapeutics,
Inc.
|
Adjustments
|
Combined
|
||||||||||
Revenue
|
$
|
2,636
|
$
|
—
|
$
|
$2,636
|
|||||||
Cost
of goods sold (excluding depreciation and amortization)
|
1,679
|
1,679
|
|||||||||||
Gross
profit
|
957
|
957
|
|||||||||||
Operating
expenses:
|
|||||||||||||
Management
and consulting fees
|
707
|
707
|
|||||||||||
Research
and development
|
1,197
|
733
|
1,930
|
||||||||||
Selling,
general and administrative
|
2,958
|
2,958
|
|||||||||||
Depreciation
and amortization
|
172
|
172
|
|||||||||||
Total
operating expenses
|
5,034
|
733
|
—
|
5,767
|
|||||||||
Loss
from operations
|
(4,077
|
)
|
(733
|
)
|
—
|
(4,810
|
)
|
||||||
Interest
income, (expense), Net
|
14
|
(20
|
)
|
(6
|
)
|
||||||||
|
|
||||||||||||
Net
loss
|
$
|
(4,063
|
)
|
$
|
(753
|
)
|
$
|
—
|
$
|
(4,816
|
)
|
||
Net
loss per common share:
|
|||||||||||||
Basic
and diluted
|
$
|
(0.23
|
)
|
$
|
(0.10
|
)
|
|||||||
Weighted
average shares of common stock outstanding:
|
|||||||||||||
Basic
and diluted
|
17,852,100
|
46,553,695
|
See
accompanying notes to unaudited condensed combined financial
statements.
|
|
VioQuest
|
Greenwich
|
Pro
Forma
|
Pro
Forma
|
|||||||||
|
Pharmaceuticals,
Inc.
|
Therapeutics,
Inc.
|
Adjustments
|
Combined
|
|||||||||
|
|
|
|
|
|||||||||
Revenue
|
$
|
1,485
|
$
|
—
|
|
$
|
1,485
|
||||||
|
|
|
|
|
|||||||||
Cost
of goods sold (excluding depreciation)
|
838
|
|
|
838
|
|||||||||
|
|
|
|
|
|||||||||
Gross
profit
|
647
|
|
|
647
|
|||||||||
|
|
|
|
|
|||||||||
Operating
expenses:
|
|
|
|
|
|||||||||
Management
and consulting fees
|
627
|
|
|
627
|
|||||||||
Research
and development
|
902
|
69
|
|
971
|
|||||||||
Selling,
general and administrative
|
1,612
|
|
|
1,612
|
|||||||||
Compensation
|
1,389
|
|
|
1,389
|
|||||||||
Depreciation
and amortization
|
179
|
|
|
179
|
|||||||||
|
|||||||||||||
Total
operating expenses
|
4,709
|
69
|
—
|
4,778
|
|||||||||
|
|
|
|
|
|||||||||
Loss
from operations
|
(4,062
|
)
|
(69
|
)
|
—
|
(4,131
|
)
|
||||||
|
|
|
|
|
|||||||||
Interest
income, net
|
38
|
|
|
38
|
|||||||||
|
|
|
|
|
|||||||||
Net
loss
|
$
|
(4,024
|
)
|
$
|
(69
|
)
|
$
|
—
|
$
|
(4,093
|
)
|
||
|
|
|
|
|
|||||||||
Net
loss per common share:
|
|
|
|
|
|||||||||
Basic
and diluted
|
$
|
(0.24
|
)
|
|
|
$
|
(0.09
|
)
|
|||||
|
|
|
|
|
|||||||||
Weighted
average shares of common stock outstanding:
|
|
|
|
|
|||||||||
Basic
and diluted
|
17,100,582
|
|
|
45,802,177
|
(2)
|
To
eliminate the stockholders’ deficiency accounts of Greenwich. The
Greenwich stock subscription receivable has been collected in
full as of
August 19, 2005.
|
(3)
|
To
reflect the issuance of 8,957,225 shares, including 392,830 shares
for the
repayment of $295,000 of the indebtedness, of the Company’s $.01 par value
common stock to the stockholders of Greenwich and repayment of
certain
indebtedness of the Company to Greenwich. The Company is obligated
to
repay the note in its entirety prior to its maturity date of
October 28,
2006
|
Common
stock issued
|
$
|
5,995
|
||
Liabilities
assumed
|
822
|
|||
Estimated
transaction costs
|
150
|
|||
Total
purchase price
|
$
|
6,967
|
(4)
|
To
reflect estimated transaction
costs.
|
(5)
|
To
reflect the sale of 11,179,975 shares of the Company’s capital stock on
October 18, 2005 at a per share price of $.75 for gross proceeds
of
$8,385,000 and net proceeds to the Company of
$7,798,000.
|
|
SEC
registration fee
|
$
|
1,600
|
||
Legal
fees and expenses
|
30,000
|
|||
Accounting
fees and expenses
|
25,000
|
|||
Printing
and engraving expenses
|
5,000
|
|||
Miscellaneous
|
5,000
|
|||
Total
|
$
|
66,600
|
Exhibit
No.
|
Description
|
|||
2.1
|
Merger
Agreement dated November 12, 2002, by and among the Company,
CQ
Acquisition, Inc. and Chiral Quest, LLC (incorporated by reference
to
Exhibit 2.1 to the Company’s Form 8-K filed November 27,
2002).
|
|||
2.2
|
|
Agreement
and Plan of Merger dated July 1, 2005 by and among the Company,
VQ
Acquisition Corp. and Greenwich Therapeutics, Inc. (incorporated
by
reference to Exhibit 2.1 to the Company’s Form 10-QSB filed November 14,
2005).
|
||
2.3
|
First
Amendment to Agreement and Plan of Merger dated August 19,
2005 by and
among the Company, VQ Acquisition Corp. and Greenwich Therapeutics,
Inc.
(incorporated by reference to Exhibit 2.2 to the Company’s Form 10-QSB
filed November 14, 2005).
|
2.4
|
Agreement
and Plan of Merger dated October 14, 2005 by and between
VioQuest
Pharmaceuticals, Inc. and VioQuest Delaware, Inc. (incorporated
by
reference to Exhibit 10.1 to the Company’s Form 8-K filed October 20,
2005).
|
|||
3.1
|
Certificate
of Incorporation, as amended to date (incorporated by reference
to Exhibit
3.1 to the Company’s Form 8-K filed October 20, 2005).
|
|||
3.2
|
Bylaws,
as amended to date (incorporated by reference to Exhibit
3.2 to the
Company’s Form 10-KSB for the year ended December 31,
2003).
|
|||
4.1
|
Form
of Common Stock Purchase Warrant issued in connection with
the October
2005 private placement (incorporated by reference to same
exhibit number
of Registrant's Form SB-2 filed November 17,2005 (file No.
333-129782).
|
|||
4.2
|
Form
of Common Stock Purchase Warrant issued to placement agents
in connection
with the October 2005 private placement (incorporated by
reference to same
exhibit number of Registrant's Form SB-2 filed November 17,2005
(file No.
333-129782).
|
|||
4.3
|
Form
of Common Stock Purchase Warrant issued in connection with
the October
2005 acquisition of Greenwich Therapeutics, Inc. (incorporated
by reference to same exhibit number of Registrant’s Form SB-2 filed
November 17, 2005 (File No. 333-129782)).
|
|||
4.4
|
Form
of Common Stock Purchase Warrant issued in connection with
February 2004
private placement (incorporated by reference to Exhibit 4.5
of
Registrant’s Form SB-2 (File 333-113980) filed March 26,
2004).
|
|||
5.1
|
Legal
opinion of Maslon Edelman Borman & Brand, LLP. (previously filed as
Exhibit 5.1 to Registrants Form SB-2 (File 333-113980) filed
March 26,
2004)
|
|||
10.1
|
License
Agreement dated on or about October 27, 2000, as amended,
between Chiral
Quest, LLC and The Penn State Research Foundation (incorporated
by
reference to Exhibit 10.2 to the Company’s Form 10-QSB for the period
ended March 31, 2003).
|
|||
10.2
|
Consulting
Agreement dated May 15, 2003 between the Company and Xumu
Zhang, Ph.D.
(incorporated by reference to Exhibit 10.1 to the Company’s Form 10-QSB
for the period ended June 30, 2003).
|
|||
10.3
|
2003
Stock Option Plan (incorporated by reference to Exhibit 10.4
to the
Company’s Form 10-KSB for the year ended December 31,
2003).
|
|||
10.4
|
Employment
Agreement dated October 6, 2003 between the Company and Ronald
Brandt
(incorporated by reference to Exhibit 10.1 to the Company’s Form 10-QSB
for the period ended June 30, 2004).
|
|||
10.5
|
Employment
Agreement dated February 1, 2005 between the Company and
Daniel Greenleaf
(incorporated by reference to Exhibit 10.6 to the Company’s Form 10-KSB
for the year ended December 31, 2004).
|
|||
10.6
|
License
Agreement dated February 8, 2005 by and between Greenwich
Therapeutics,
Inc. and The Cleveland Clinic Foundation (portions of which
have been
omitted pursuant to a request for confidential treatment
and have been
filed separately with the Commission pursuant to Rule 24b-2
of the
Securities Exchange Act of 1934, as amended).
|
|||
10.7
|
License
Agreement dated April 19, 2005 by and between Greenwich Therapeutics,
Inc.
and the University of South Florida Research Foundation,
Inc. (portions of
which have been omitted pursuant to a request for confidential
treatment
and have been filed separately with the Commission pursuant
to Rule 24b-2
of the Securities Exchange Act of 1934, as
amended).
|
16.1
|
Letter
regarding change in independent accountants (incorporated
by reference to
Exhibit 16.1 to the Company’s Form 8-K/A filed January 5,
2004).
|
|||
16.2
|
Letter
regarding change in independent accountants (incorporated
by reference to
Exhibit 16.1 to the Company’s Form 8-K filed April 25,
2003).
|
|||
23.1
|
Consent
of J.H. Cohn LLP.
|
|||
23.2
|
Consent
of Maslon Edelman Borman & Brand, LLP (included in Exhibit
5.1).
|
VioQuest Pharmaceuticals, Inc. | ||
|
|
|
By: | /s/ Daniel Greenleaf | |
Daniel Greenleaf President and Chief Executive Officer |
||
Name
|
Title
|
|
/s/
Daniel Greenleaf
|
President,
Chief Executive Officer and Director (Principal Executive
Officer)
|
|
Daniel
Greenleaf
|
||
/s/
Brian Lenz
|
Chief
Financial Officer and Secretary (Principal Financial and Accounting
Officer)
|
|
Brian
Lenz
|
||
*
|
Interim
Chairman of the Board
|
|
Stephen
C. Rocamboli
|
||
*
|
Director
|
|
Vincent
M. Aita
|
|
|
*
|
Director
|
|
Kenneth
W. Brimmer
|
||
|
Director
|
|
Stephen
Roth
|
|
|
* |
Director
|
|
David
M. Tanen
|
|
|
*
|
Director
|
|
Michael
Weiser
|
||
* | Director and Chief Technology Officer | |
Xumu
Zhang
|
||
* By: /s/ Brian Lenz | ||
Brian Lenz
|
||
Attorney-in-fact |
Exhibit
No.
|
Description
|
23.1
|
Consent
of J.H. Cohn LLP.
|