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EX-2.1 - Pathfinder Cell Therapy, Inc.v231197_ex2-1.htm
EX-32.1 - EXHIBIT 32.1 - Pathfinder Cell Therapy, Inc.v231197_ex32-1.htm
EX-10.1 - EXHIBIT 10.1 - Pathfinder Cell Therapy, Inc.v231197_ex10-1.htm
EXCEL - IDEA: XBRL DOCUMENT - Pathfinder Cell Therapy, Inc.Financial_Report.xls
EX-31.1 - EXHIBIT 31.1 - Pathfinder Cell Therapy, Inc.v231197_ex31-1.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 

FORM 10-Q

(Mark One)
 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011
OR

 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to

Commission file number:  0-20580

SYNTHEMED, INC.
(Exact  name of registrant as specified in its charter)

Delaware
 
14-1745197
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
 Identification No.)

49 Copper Hill Park
 Ringwood, NJ
 
07456
(Address of principal executive offices)
 
(Zip Code)

200 Middlesex Essex Turnpike, Suite 210
Iselin, New Jersey 08830
(Former name, former address and former fiscal year, if changed since last report)
(732) 404-1117
(Issuer’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ  No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ  No o
 
             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
 
Accelerated filer o
 
Non-accelerated filer o
(Do not check if a smaller
reporting company)
 
Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes o No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
Common Stock, $.001 Par Value – 110,839,870 shares outstanding at June 30, 2011
 
 
 

 
 
SYNTHEMED, INC.

INDEX
 
     
Page
Part I - FINANCIAL INFORMATION
   
       
Item 1.
Financial Statements
   
       
 
Condensed Statements of Operations (unaudited) for the three-month and six-month periods ended June 30, 2011 and 2010
 
3
       
 
Condensed Balance Sheets as of June 30, 2011 (unaudited) and December 31, 2010
 
4
       
 
Condensed Statements of Cash Flows (unaudited) for the six-month periods ended June 30, 2011 and 2010
 
5
       
 
Notes to Condensed Financial Statements (unaudited)
 
6
       
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
14
       
Item 4. 
Controls and Procedures  
17
       
Part II - OTHER INFORMATION
   
       
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
18
       
Item 6.
Exhibits
 
18
       
 
Signature
 
19

 
2

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SYNTHEMED, INC.

CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
 
   
(In thousands, except per share data)
 
             
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2011
   
2010
   
2011
   
2010
 
Revenue
                       
Product sales
  $ 109     $ 134     $ 148     $ 265  
Revenue
    109       134       148       265  
                                 
Cost of goods sold
    37       31       44       58  
                                 
Gross profit
    72       103       104       207  
                                 
Operating expenses:
                               
Research and development
    57       247       126       484  
General and administrative
    219       268       521       752  
Sales and marketing
    71       187       143       392  
Operating expenses
    347       702       790       1,628  
                                 
Loss from operations before other income / (expense)
    (275 )     (599 )     (686 )     (1,421 )
                                 
Other income/(expense):
                               
Interest income
    -       1       -       2  
Interest expense
    (15 )     (2 )     (25 )     (3 )
Other income/(expense)
    (15 )     (1 )     (25 )     (1 )
                                 
Loss before income tax benefit
    (290 )     (600 )     (711 )     (1,422 )
Income tax benefit
    -       -       -       433  
                                 
Net loss
  $ (290 )   $ (600 )   $ (711 )   $ (989 )
                                 
Net loss per common share-basic and diluted
  $ (0.00 )   $ (0.01 )   $ (0.01 )   $ (0.01 )
Weighted average shares outstanding
    110,531       109,206       110,391       109,125  
 
See Notes to Condensed Financial Statements
 
 
3

 

SYNTHEMED, INC.

CONDENSED BALANCE SHEETS
(In thousands, except per share data)



   
June 30,
   
December 31,
 
    2011    
2010
 
ASSETS
 
(unaudited)
       
             
Current assets:
           
Cash and cash equivalents
  $ 54     $ 10  
Accounts receivable, net of allowance for doubtful accounts of $5 and $5, respectively
    108       9  
Inventory, net
    80       73  
Prepaid expenses and deposits
    32       49  
Total current assets
    274       141  
Machinery, equipment and software, less accumulated depreciation
    2       4  
TOTAL
  $ 276     $ 145  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIT)
               
                 
Current liabilities:
               
Accounts payable
  $ 175     $ 33  
Accrued expenses
    633       623  
Insurance note payable
    19       7  
Note payable - Pathfinder, LLC
    1,083       455  
Total current liabilities
    1,910       1,118  
                 
Commitments and other matters (Note P)
               
                 
Stockholders' equity (capital deficit):
               
Preferred stock, $.01 par value; shares authorized - 5,000; issued and outstanding - none
               
Common stock, $.001 par value; shares authorized - 150,000 issued and outstanding - 110,840 and 110,181 at June 30, 2011 and December 31, 2010, respectively
    111       110  
Additional paid-in capital
    62,317       62,268  
Accumulated deficit
    (64,062 )     (63,351 )
Total stockholders' equity (capital deficit)
    (1,634 )     (973 )
TOTAL
  $ 276     $ 145  

See accompanying notes to financial statements.

 
4

 

SYNTHEMED, INC.

CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

   
(In thousands)
 
       
   
Six Months Ended
 
   
June 30,
 
   
2011
   
2010
 
Cash flows from operating activities:
           
Net loss
  $ (711 )   $ (989 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation
    2       7  
Stock based compensation relating to options
    -       190  
Shares issued for director services
    50       40  
Changes in operating assets and liabilities:
               
Increase in accounts receivable
    (99 )     (47 )
(Increase) decrease in inventory
    (7 )     49  
Decrease in prepaid expenses
    45       59  
Increase (decrease) in accounts payable
    142       (18 )
Increase in accrued expenses
    10       49  
Net cash used in operating activities
    (568 )     (660 )
                 
Cash flows from financing activities:
               
Payments of insurance note payable
    (16 )     (50 )
Proceeds from note payable - Pathfinder
    628       -  
Net cash provided by (used in) financing activities
    612       (50 )
                 
Net increase (decrease) in cash and cash equivalents
    44       (710 )
Cash and cash equivalents at beginning of period
    10       963  
Cash and cash equivalents at end of period
  $ 54     $ 253  
                 
Supplementary disclosure of non-cash operating activities:
               
Financing of insurance premiums through notes payable
  $ 28     $ 124  

See Notes to Condensed Financial Statements

 
5

 

NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)

A)
Basis of Presentation and Going Concern

The accompanying condensed financial statements of SyntheMed, Inc. (the “Company”) do not include all of the information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles; but, in the opinion of management, contain all adjustments (which consist of only normal recurring adjustments) necessary for a fair presentation of such financial information.  Results of operations and cash flows for interim periods are not necessarily indicative of those to be achieved for full fiscal years.

On December 22, 2010, the Company entered into an agreement and plan of merger with Pathfinder, LLC (“Pathfinder”), a regenerative medicine company, pursuant to which a wholly-owned subsidiary of the Company will merge with and into Pathfinder, with Pathfinder continuing as a wholly-owned subsidiary of the Company.  Upon the merger, and without giving effect to a planned capital raise which is expected to occur immediately after the merger, Pathfinder members will hold approximately 80% of the outstanding shares of common stock of the combined Company, with the Company’s stockholders holding approximately 20% of the outstanding shares of common stock of the combined company.  Consummation of the merger is subject to a number of conditions, including obtaining approval by the stockholders of the Company. The members of Pathfinder have approved the merger and a special meeting of SyntheMed’s stockholders relating to the merger is scheduled to be held on August 25, 2011.  On July 26, 2011, the Company filed a definitive proxy statement with the Securities and Exchange Commission relating to the special meeting.

If the proposed merger with Pathfinder is completed, the merged company will be focused primarily on the development and commercialization of Pathfinder’s technology and the Company’s management and board of directors will be comprised of individuals designated by Pathfinder. The strategy does not presently include significant investment in the current assets or business of the Company.  If, for any reason, the merger with Pathfinder is not completed, the Company’s board of directors may elect to, among other things, attempt to sell or otherwise dispose of the Company’s assets, attempt to complete another strategic transaction like the proposed Pathfinder merger or continue to operate the Company’s business. Given the Company’s lack of cash resources and its deteriorating financial condition, it is unlikely the Company will be able to pursue or complete any of these transactions in a timely fashion and will likely be forced to file for bankruptcy, cease operations or liquidate and dissolve.

As of June 30, 2011, the Company does not anticipate having sufficient revenue from operations to meet the Company’s anticipated cash requirements through 2011, based on management’s present plan of operation. Insufficient funds have required the Company to limit its operations.  The Company has suspended substantially all of its research and development programs and has eliminated its US-based sales personnel and terminated the employment of two of its former executive officers.   The Company relies on borrowings from Pathfinder under a credit and security agreement entered into with Pathfinder in September 2010 (as subsequently amended, the “Credit Agreement”) to fund shortfalls in its operating requirements. As of June 30, 2011, the Company had borrowed $1,083,000 under the Credit Agreement, and an additional $221,000 since that date and through August 5, 2011.  No assurance can be given that additional financing through the Credit Agreement or otherwise will be available as and when needed.  The funding period under the Credit Agreement expired on July 31, 2011. As such, any additional borrowings under the Credit Agreement subsequent to that date are subject to Pathfinder’s willingness, at its sole discretion, to continue funding the Company. Moreover, expenditures from proceeds of any borrowings under the Credit Agreement are generally subject to prior approval by Pathfinder.  For a detailed description of the Credit Agreement and the Company’s borrowings thereunder, see Notes G and P of Notes to Condensed Financial Statements. In the absence of an additional cash infusion, the Company will be unable to continue as a going concern.

These condensed financial statements do not include any adjustments relating to the recoverability and classification of the carrying amount of recorded assets and liabilities that might be necessary if the Company is unable to continue as a going concern. These condensed financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2010, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The report of the Company’s independent registered public accounting firm contained in its 2010 Annual Report on Form 10-K also contains an explanatory paragraph referring to a substantial doubt concerning the Company’s ability to continue as a going concern.
 
 
6

 
 
B)
Cash and Cash Equivalents
 
The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. The Company deposits cash and cash equivalents with high credit quality financial institutions and believe any amounts in excess of insurance limitations to be at minimal risk.  Cash and cash equivalents held in these accounts are insured by the Federal Deposit Insurance Corporation up to a maximum of $250,000 through December 31, 2013, and $100,000 thereafter.
 
C)
Accounts Receivable
 
Accounts receivable are stated at estimated net realizable value. Management evaluates the need for an allowance for doubtful accounts based on a combination of historical experience, aging analysis and information on specific accounts. In cases where management is aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, management records a specific allowance against amounts due and reduces the net recognized receivable to the amount that we believe will be collected. For all other customers, the Company maintains a reserve that considers the total receivables outstanding, historical collection rates and economic trends. Account balances are written off when collection efforts have been exhausted and the potential for recovery is considered remote. At June 30, 2011 and December 31, 2010, the allowance for doubtful accounts was $5,000 and $5,000, respectively.

D)
Inventory

Inventory is stated at the lower of cost or market, as determined by the first-in, first-out method. The Company maintains an allowance for potentially slow moving and obsolete inventories. Management reviews on-hand inventory for potential slow moving and obsolete amounts and estimate the level of inventory reserve accordingly. The Company’s allowance for slow moving and obsolete inventories includes an allowance for on-hand finished goods inventory which is within six months of the expiration date. Inventory consists of the following:
 
   
June 30,
2011
   
December 31,
2010
 
Raw materials
  $ 52,000     $ 86,000  
Finished goods
    48,000       11,000  
      100,000       97,000  
Slow moving and obsolete inventories
    (20,000 )     (24,000 )
    $ 80,000     $ 73,000  
 
             The production of the Company’s inventory is outsourced to third party facilities located in Ohio, Minnesota and Prince Edward Island, Canada.

E)
Stock Based Compensation Plans

At June 30, 2011, the Company has one stock-based compensation plan, the 2006 Stock Option Plan, under which the Company is authorized to issue incentive stock options and non-qualified stock options to purchase up to an aggregate of 5,000,000 shares of common stock. At June 30, 2011, there were 678,000 options available for grant under this plan.  The exercise price is determined by the Compensation Committee of the Board of Directors at the time of the granting of an option. Options vest over a period not greater than five years, and expire no later than ten years from the date of grant.
 
 
7

 
 
The Company follows the FASB ASC 718 “Compensation – Stock Compensation” which requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the requisite service period (generally the vesting period) in the financial statements based on their fair values. For options with graded vesting, the Company values the stock option grants and recognizes compensation expense as if each vesting portion of the award was a separate award. The impact of forfeitures that may occur prior to vesting is also estimated and considered in the amount of expense recognized. In addition, the realization of tax benefits in excess of amounts recognized for financial reporting purposes will be recognized in the cash flow statement as a financing activity rather than as an operating activity.

No tax benefits were attributed to the stock-based compensation expense because a valuation allowance was maintained for substantially all net deferred tax assets. The Company elected to adopt the alternative method of calculating the historical pool of windfall tax benefits. This is a simplified method to determine the pool of windfall tax benefits that is used in determining the tax effects of stock compensation in the results of operations and cash flow reporting for awards that were outstanding as of the adoption of ASC 718.

           The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options. The fair value of options at date of grant and the assumptions utilized to determine such values are indicated in the following table:

   
Six Months Ended
June 30, 2010
 
Weighted average fair value at date of grant for options granted during the period
  $ 0.11  
Risk-free interest rates
    3.35 %-
      3.70 %
Expected option life in years
    10  
Expected forfeiture rate
    0 %
Actual vesting terms in years
    1  
Expected stock price volatility
    107.2 %-
      108.3 %
Expected dividend yield
    0  

 
8

 

The following summarizes the activities of the Company’s stock options for the six months ended June 30, 2011 (shares in thousands):

   
Shares
   
Weighted Average Exercise Price
 
Weighted Average
 Remaining Contractual Term
 
Aggregate Intrinsic Value
 
Number of shares under option plans:
                   
Outstanding at January 1, 2011
    10,138     $ 0.45  
   3.2 Years
 
 
 
Granted
    -       -  
 
     
Exercised
    (233 ) *     0.12          
Canceled, expired or forfeited
    (3,115 )     0.31          
Outstanding at June 30, 2011
    6,790     $ 0.53  
3.0 Years
  $ 0  
                           
Vested and expected to vest after June 30, 2011 (A)
     6,640     $ 0.53  
2.9 Years
  $ 0  
 

(A)
Options expected to vest, for options with vesting conditions based on performance or market     condition, are based on management’s estimate of the probability of their vesting at the end of the reporting period.

*
These options were exercised using a cashless feature that resulted in a net issuance of 69,000 shares of common stock.

As of June 30, 2011, all stock compensation related to outstanding awards (other than options with vesting condition) has been recognized.

The Company granted 1,061,000 options during the six months ended June 30, 2010. Of such options, 351,000 vested immediately and 710,000 vest upon the achievement of certain performance criteria during 2010. The Company has recorded a charge of $9,000 and $17,000 in research and development and general and administrative expense, respectively, for the fair value of the options granted for the six months ended June 30, 2010. There were no options granted during the six months ended June 30, 2011.

Under ASC 718 forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

At June 30, 2011, the Company had 200,000 options outstanding which vest upon the achievement of certain performance criteria. These options have a term of 10 years from date of grant and an exercise price range of $0.11 to $0.80.

In March 2010, the Board of Directors extended to December 31, 2010 the expiration date of the following stock options that were scheduled to expire on March 21, 2010: Dr. Richard Franklin, 1,000,000 options; Mr. Robert Hickey, 500,000 options; and Dr. Eli Pines, 233,333 options. At the same time, the exercise price for each of these stock options was increased from $0.12 per share to $.14 per share. The Company recorded a charge of $14,000 and $91,000 in research and development and general and administrative expense, respectively, for the fair value of the options extended during the six months ended June 30, 2010.

F)
Insurance Note Payable
 
In March 2011, the Company entered into a short term financing agreement for product liability insurance premiums totaling $28,000, payable in monthly installments including interest of $3,200. The monthly installments are due through December 2011 and carry an interest rate of 3.65% per annum.

G)
Note Payable – Pathfinder, LLC
 
        Under the Credit Agreement, Pathfinder agreed to make revolving loans to the Company from time to time until July 31, 2011, or such earlier date as Pathfinder shall determine, in its sole and absolute discretion, upon at least five business days’ prior written notice to the Company, in amounts requested by the Company and approved by Pathfinder; provided that Pathfinder agreed to fund a minimum amount equal to the Company’s wage and payroll tax obligations for so long as the funding commitment remains in effect. Borrowings under the Credit Agreement, which are to be evidenced by a note issued at the time of each borrowing, bear interest at 6% per annum, and become due and payable on demand on the first anniversary of such borrowing or the earlier to occur of a change of control of the Company, as defined in the Credit Agreement.  Upon the occurrence of an event of default, the interest rate on outstanding principal amounts increases to 10% per annum.  The Company’s obligations under the Credit Agreement and notes issued thereunder are secured by a lien in favor of Pathfinder on substantially all of the Company’s assets. Due to the July 31, 2011 expiration of the funding period, any borrowings under the Credit Agreement subsequent to that date are subject to Pathfinder’s willingness, at its sole discretion, to continue funding the Company. Subject to limited exceptions, expenditures from proceeds of any borrowings under the Credit Agreement are subject to prior approval by Pathfinder. Two of the Company’s directors are directors and founding principals of Pathfinder, and one of such directors of the Company, the chairman of the board of directors, is the principal executive officer of Pathfinder.
 
 
9

 
 
H)
Net Loss Per Common Share

Basic and diluted net loss per common share is computed using the weighted average number of shares outstanding during each period, which, at June 30, 2011 and 2010, excludes 27,329,000 and 33,591,000, respectively, potential common shares issuable upon the exercise of outstanding options and warrants since their inclusion would have been be anti-dilutive.
       
I)
Common Stock

During the quarters ended June 30, 2011 and March 31, 2011, the Company issued an aggregate of 312,500 and 278,000 shares of common stock, representing 100% of the $25,000 in fees due to the Company’s directors for their service during each quarter.  The shares for each quarter were valued at fair market value on the date of grant, the last trading day of the respective quarter, as reflected in the closing price on that day.
 
J) 
Newly Adopted Accounting Pronouncements

In April 2010, the FASB issued ASU No. 2010-017, Revenue Recognition – Milestone Method, (“ASU 2010-017”). ASU 2010-017 provides guidance in applying the milestone method of revenue recognition to research or development arrangements. Under this guidance management may recognize revenue contingent upon the achievement of a milestone in its entirety, in the period in which the milestone is achieved, only if the milestone meets all the criteria within the guidance to be considered substantive. This ASU is effective on a prospective basis for research and development milestones achieved in fiscal years beginning on or after June 15, 2010. The adoption of this standard did not have a material impact on our financial position, results of operations, or cash flows.
 
K)
Income Taxes
 
The Company accounts for income taxes using the asset and liability method described in FASB ASC 740-10, Income Taxes, the objective of which is to establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. At June 30, 2011 and December 31, 2010, the Company had a deferred tax asset which was fully reserved by a valuation allowance to reduce the deferred tax asset to the amount that is expected to be realized.

On January 14, 2010, the Company received proceeds of $433,000 from the sale of certain New Jersey state tax losses. This is reflected as income tax benefits in the accompanying Statement of Operations.

The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of June 30, 2011, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions.

By statute, tax years 2007 through 2010 remain open to examination by the major taxing jurisdictions to which the Company is subject.
 
L)
Revenue Recognition Policy

The Company recognizes revenue when the amounts become fixed and determinable, when product is shipped to customers and receipt of payment is reasonably assured. Terms of sale are “f.o.b. shipping point” with the customer covering all costs of shipment and insurance. All sales are final with no right of return except for defective product.

 
10

 

M)
Retirement Plan

In March 2007, the Company adopted a defined contribution retirement plan which qualifies under section 401(k) of the Internal Revenue Code. The plan allows all employees, upon commencement of employment, to voluntarily contribute amounts not exceeding the maximum allowed under the Internal Revenue Code. The Company is obligated to make a matching contribution equal to 100% of each employee’s salary deferral contributions made at the rate of 4% of total compensation up to a maximum of $245,000. During the six months ended June 30, 2011 and 2010, the Company made matching contributions to the plan in the amount of $3,000 and $13,000, respectively.

N)
Shareholders Rights Plan

On April 25, 2008, the Company’s Board of Directors approved the adoption of a shareholder rights plan. The Board of Directors has declared a dividend distribution of one right for each share of the Company’s common stock outstanding as of the close of business on June 2, 2008. Initially, the rights will be represented by the Company’s common stock certificates, will not be traded separately from the common stock and will not be exercisable. The rights generally will become exercisable following any person becoming an “acquiring person” by acquiring, or commencing a tender offer to acquire, beneficial ownership of 15% or more of the outstanding shares of the Company’s common stock. If a person becomes an “acquiring person,” each holder of a right, other than the acquirer, would be entitled to receive, upon payment of the then purchase price, a number of shares of the Company’s common stock or other securities having a value equal to twice the purchase price. If the Company is acquired in a merger or other business combination transaction after any such event, each holder of a right, other than the acquirer, would be entitled to receive, upon payment of the then purchase price, shares of the acquiring company having a value equal to twice the purchase price. The rights are scheduled to expire on June 2, 2018 unless earlier redeemed, terminated or exchanged in accordance with the terms of the shareholder rights plan.

          As of December 22, 2010, the Company amended the shareholder rights plan to exclude the pending merger transaction between Pathfinder and the Company from triggering a distribution of rights under the plan and to accelerate the expiration date of the plan to immediately prior to the Merger.

O)
Nature of Business

Commencing in the quarter ended June 30, 2009, the Company began selling REPEL-CV in the United States. The following table summarizes the Company’s revenues for the three and six months ended June 30, 2011 and 2010, respectively (in thousands):

Geographic Information
 
   
Three Months Ended
 June 30,
   
Six Months Ended
 June 30,
 
   
2011
   
2010
   
2011
   
2010
 
   
Revenues
    Revenues  
United States
  $ 8     $ 59     $ 36     $ 122  
Brazil
    33       45       33       61  
Saudi Arabia
    -       -       -       15  
Italy
    -       -       -       14  
Czech Republic
    -       5       5       10  
Hong Kong
    54       2       54       7  
Russia
    10       3       11       4  
Other countries
    4       20       9       32  
    $ 109     $ 134     $ 148     $ 265  

 
11

 

All of the Company’s Long-Lived Assets are located in the United States of America.

P)
Commitments and Other Matters
 
[1]   Merger Agreement:

          On December 22, 2010, the Company entered into an agreement and plan of merger with Pathfinder, and SYMD Acquisition Sub, Inc., a Massachusetts corporation and wholly-owned subsidiary of SyntheMed (“merger sub”), pursuant to which, merger sub will be merged with and into Pathfinder, with Pathfinder surviving the merger as a wholly-owned subsidiary of the Company.

          Upon the terms and subject to the conditions set forth in the merger agreement, the Company will issue, and holders of Pathfinder’s membership interests will receive, shares of common stock of the Company, such that upon consummation of the merger, and without giving effect to a planned capital raise to occur immediately after the merger, then current members of Pathfinder are expected to own approximately 80% of the outstanding common stock of the combined company and then current Company stockholders are expected to own approximately 20% of the outstanding common stock of the combined company. The merger agreement has been approved by Pathfinder's sole manager and members and by the Board of Directors of the Company.  The Company's Board approval follows the favorable recommendation by a special committee of independent directors. The merger is intended to qualify as a tax-free transaction under Section 351of the Internal Revenue Code of 1986, as amended, or the Code.

           Subject to the terms of the merger agreement, upon consummation of the merger each Pathfinder membership interest issued and outstanding immediately prior to the merger will be canceled, extinguished and automatically converted into the right to receive that number of shares of the Company’s common stock as determined pursuant to the exchange ratio described in the merger agreement.  In addition, the Company will assume options to purchase Pathfinder membership interests which will become exercisable for shares of the Company’s common stock, adjusted in accordance with the same exchange ratio.

           As a result of the proposed merger, the Company’s tax losses will be limited pursuant to Section 382. Subsequent to the merger, the Company will be limited by a formula as to annual use of losses and other tax benefits. In general, the formula would be the Adjusted Long-Term tax – exempt rate for ownership changes, which is now 4.55%, but which is subject to change every month, times the value of the equity of the Company at the date of the merger. Any unused limitations can carry forward.

[2]   Contingent payments upon consummation of the merger with Pathfinder:

[A]   Oppenheimer Engagement Termination:

           On December 22, 2010, the Company entered into an agreement with Oppenheimer terminating the prior engagement under which Oppenheimer assisted the Company in its efforts to explore strategic alternatives.  Under the termination agreement, Oppenheimer released SyntheMed of any payment obligation in respect of the engagement, and SyntheMed agreed to issue three million shares of its common stock to Oppenheimer upon consummation of the proposed merger with Pathfinder and, on the later to occur of the proposed merger or the Company raising at least $3 million in gross proceeds from an equity offering, to pay to Oppenheimer $75,000 in cash.

[B]   Former Executives Termination:

           Effective November 29, 2010, the Company entered into termination agreements (the “Termination Agreements") with Mr. Robert Hickey, the Company’s then CEO, President and a director of the Company,  and Dr. Eli Pines, the Company’s then Vice President and Chief Scientific Officer, pursuant to which the Company’s employment relationship with each of such executives terminated on November 30, 2010.  Such individuals continued to serve in such executive capacities on a part-time consulting basis until January 6, 2011 and January 3, 2011, respectively.  Mr. Hickey resigned as a director contemporaneous with the termination of his consulting relationship.
 
 
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            Pursuant to the Termination Agreements, upon consummation of the merger with Pathfinder the Company has agreed to grant to each of Mr. Hickey and Dr. Pines (i) a lump sum cash payment equal to three months’ base salary (the “Cash Amount”), provided that such amount shall not become payable unless and until the Company or Pathfinder shall have raised a minimum of $3 million in gross cash proceeds since September 1, 2010 and (ii) non-qualified stock options to purchase a number of shares of the Company’s common stock as is equal to the quotient obtained by dividing the Cash Amount by the closing price of our common stock on the trading day immediately preceding consummation of the merger (the “Closing Price”). The stock options shall be vested and exercisable in full immediately upon grant, shall have an exercise price equal to fair market value on the date of grant (as reflected by the Closing Price) and shall have a term of three years.  In addition, neither the shares acquired pursuant to exercise of the stock options nor interests therein may be sold, transferred or otherwise disposed of during the two years following consummation of the merger without the Company’s prior written consent.  In addition, through February 28, 2011 the Company agreed to fund the costs of participation in the Company’s group health insurance plans for each of such executives and their spouses, as well as contributions on behalf of such executives to the Company’s 401(k) plan, to the extent permitted by law.

          Pursuant to the Termination Agreements, effective November 30, 2010 the then existing employment agreements and change of control agreements with the executives were automatically terminated.  Neither the Company nor the executives have any rights or obligations thereunder, except for certain limited obligations of the executives relating to intellectual property ownership and confidential information, and except that breach by the company of certain obligations under the Termination Agreements can, if not timely cured, trigger reinstatement of the change of control agreements.  The Termination Agreements contain non-solicitation and non-disparagement provisions as well as mutual releases.  The parties’ rights and obligations under indemnification agreements previously entered into with the executives remain unaffected by the Termination Agreements.

[C]   Special committee compensation:

          The three members of the special committee of the Board of Directors are entitled to compensation in connection with a fundamental transaction such as the proposed merger with Pathfinder or in connection with a liquidation of the Company in the following amounts: $20,000 for the chairman and $15,000 for each committee member, payable upon consummation of a fundamental transaction or stockholder approval of a liquidation.  If the transaction involves consideration to the Company or its stockholders in a form other than primarily cash, such compensation shall be payable $7,000 in cash and the balance in the form of 260,000 shares of common stock for the chairman and, for the other committee members, $5,000 in cash and the balance in the form of 200,000 shares of common stock.

[3]   Yissum Agreement

 Under an agreement entered into in June 1991 with Yissum Research Development Company of the Hebrew University of Jerusalem, (as amended, the “Yissum Agreement”), the Company is obligated to pay a 5% royalty on net sales, or, if its net sales do not reach $1,000,000 in fiscal 2011, an annual minimum royalty of $250,000. At June 30, 2011, the Company has recorded a charge of $125,000 for the pro-rata share of its annual minimum royalty obligation under the Yissum Agreement. At June 30, 2011 and December 31, 2010, the Company has included an accrual of approximately $525,000 and $400,000, respectively, for unpaid minimum royalties, and such amounts are included in Accrued Expenses in the accompanying condensed balance sheet.

Q) 
Subsequent Events

Subsequent to June 30, 2011, the Company borrowed an additional $221,000 in aggregate principal amount under the Credit Agreement. (See Note G of Notes to Condensed Financial Statements.)
 
 
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements in this Report under this Item 2 and elsewhere constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding future cash requirements, the success of any pending or proposed clinical trial and the timing or ability to achieve necessary regulatory approvals.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of our Company, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements.  Such risks and uncertainties include but are not limited to (i) potential adverse developments regarding our efforts to obtain and maintain required FDA and other approvals including, without limitation, approval by the FDA of an expanded indication of REPEL-CV to include adult cardiac surgery patients; (ii) potential inability to secure funding as and when needed or to engage in the proposed merger with Pathfinder or an alternative strategic transaction and (iii) delays associated with manufacturing and marketing activities.  Reference is made to our Annual Report on Form 10-K for the year ended December 31, 2010, for a description of some of these risks and uncertainties.  Without limiting the foregoing, the words “anticipates”, “plans”, “intends”, “expects” and similar expressions are intended to identify such forward-looking statements that speak only as of the date hereof.  We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The discussion and analysis of our financial condition and results of operations set forth below under “Results of Operations” and “Liquidity and Capital Resources” should be read in conjunction with our financial statements and notes thereto appearing elsewhere herein.

General

Proposed Merger with Pathfinder

We have entered into a definitive merger agreement with Pathfinder.  Upon the merger, and without giving effect to a planned capital raise which is expected to occur immediately after the merger, Pathfinder members will hold approximately 80% of the outstanding shares of common stock of the combined company, with SyntheMed stockholders holding approximately 20% of the outstanding shares of common stock of the combined company.  The merger will be treated by SyntheMed as a reverse merger under the purchase method of accounting in accordance with United States generally accepted accounting principles.  For accounting purposes, Pathfinder will be considered to be acquiring SyntheMed in the merger.  Accordingly, the purchase price will be allocated among the fair values of the assets and liabilities of SyntheMed, while the historical results of Pathfinder will be reflected in the results of the combined company.  Consummation of the merger is subject to a number of conditions, including obtaining approvals by the stockholders of SyntheMed and members of Pathfinder.  The members of Pathfinder have approved the merger and a special meeting of SyntheMed’s stockholders relating to the merger is scheduled to be held on August 25, 2011.  On July 26, 2011, we filed a definitive proxy statement with the Securities and Exchange Commission relating to the special meeting.

Overview

We are a biomaterials company engaged in the development and commercialization of innovative and cost-effective medical devices for therapeutic applications.  Our products and product candidates, all of which are based on our proprietary, bioresorbable polymer technology, are primarily surgical implants designed to prevent or reduce the formation of adhesions (scar tissue) following a broad range of surgical procedures.  Our commercialization efforts have been focused on our lead product, REPEL-CV® Bioresorbable Adhesion Barrier (“REPEL-CV”), for use in cardiac surgery.  REPEL-CV is a bioresorbable film designed to be placed over the surface of the heart at the conclusion of surgery to reduce the formation of post-operative adhesions.

We have been selling REPEL-CV domestically since obtaining US Food and Drug Administration clearance in March 2009 and internationally since obtaining CE Mark approval in August 2006.  In the United States and some foreign countries, our marketing approval is limited to the pediatric market, while the CE Mark approval, which covers the European Union (EU) and other countries, as well as other foreign approvals subsequently obtained, apply broadly to both the adult and pediatric market segments.

Pathfinder is a regenerative medicine company seeking to develop novel cell-based therapies for the treatment of a broad range of diseases and medical conditions characterized by organ-specific cell damage.  Based on preclinical data obtained to date, Pathfinder has identified diabetes, renal disease and myocardial infarction as potential indications for therapies based on its technology.  Other potential indications could include kidney transplantation, chronic heart disease, peripheral artery disease, stroke, osteoarthritis and liver disease. Pathfinder commenced operations in November 2008.  Since commencing operations, Pathfinder’s development activities have been limited to laboratory and preclinical testing. Pathfinder’s development plan calls for conducting additional preclinical safety and efficacy studies with respect to indentified and other potential indications, with the goal of commencing a Phase I clinical study for a lead indication by the end of 2012 or early 2013.
 
 
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If the proposed merger with Pathfinder is completed, the merged company will be focused primarily on the development and commercialization of Pathfinder’s technology, and our company’s management and board of directors will be comprised of individuals designated by Pathfinder. The strategy includes continuing to seek a sale, licensing transaction or other strategic transaction for the assets of SyntheMed and maintaining SyntheMed’s business on a limited basis without significant development or investment in SyntheMed’s assets pending any such transaction.  If, for any reason, the merger with Pathfinder is not completed, our board of directors may elect to, among other things, attempt to sell or otherwise dispose of our assets, attempt to complete another strategic transaction like the proposed Pathfinder merger or continue to operate SyntheMed’s business. Given our lack of cash resources and our deteriorating financial condition, it is unlikely we will be able to pursue or complete any of these transactions in a timely fashion and we will likely be forced to file for bankruptcy, cease operations or liquidate and dissolve.

The merger agreement with Pathfinder follows a lengthy effort by our company, together with an investment bank, to explore strategic alternatives, including a sale of assets.  As previously reported, that effort began after we obtained direction from the US Food and Drug Administration regarding the scope and parameters of the clinical studies the FDA would require to approve an expanded indication for use of REPEL-CV® Bioresorbable Adhesion Barrier to include adults and after it became clear that we would have insufficient capital to fund such studies.  Pending consummation of the proposed merger, our Board of Directors, through a special committee comprised of disinterested directors, will consider alternative third party proposals consistent with its fiduciary duties and desire to maximize shareholder value.  There can be no assurance that we will be successful in consummating the proposed merger with Pathfinder or any other alternative transaction.

In September 2010, in anticipation of entering into a definitive merger agreement, we entered into the Credit Agreement with Pathfinder pursuant to which Pathfinder has been funding shortfalls in our operating requirements.  The funding period under the Credit Agreement expired on July 31, 2011, and any additional borrowings under the Credit Agreement subsequent to that date are subject to Pathfinder’s willingness, in its sole discretion, to continue funding our company.  As of August 5, 2011, we had borrowed approximately $1,304,000 principal amount from Pathfinder under the Credit Agreement.

We have been forced to reduce expenditures due to lack of cash resources.  Effective November 30, 2010, we entered into agreements terminating the employment of Mr. Robert Hickey, our then President, CEO and CFO, and Dr. Eli Pines, our then Vice President and Chief Scientific Officer. While the termination arrangements contemplated that these individuals would continue through January 31, 2011 or earlier completion of the Pathfinder merger in the same capacity as part-time consultants, they have each elected to terminate their relationship with our company effective early January 2011.  As a result of the departure of these two individuals, our sole executive officer is our Executive Chairman, Dr. Richard Franklin.  Dr. Franklin is also President and CEO of Pathfinder and he and one of our other directors are co-founders of Pathfinder.  Our lack of cash resources has also forced us to eliminate our US sales personnel and suspend substantially all of our research and development programs.

Results of Operations
 
Revenue for the three and six months ended June 30, 2011 was $109,000 and $148,000, respectively, compared to $134,000 and $265,000 for the comparable prior year periods, a decrease of 18.7% or $25,000 for the three month period and a decrease of 44.2% or $117,000 for the six month period. The decrease in revenue is primarily attributable to the elimination of our US sales personnel and reduced orders from international distributors.

During the six month period ended June 30, 2011, revenue in the United States was $36,000, which represented 24.2% of total revenue for the period. For more detail on geographic breakdown, see Note O of Notes to Condensed Financial Statements.

Cost of goods sold was $37,000 and $44,000 for the three and six months ended June 30, 2011, respectively, compared to $31,000 and $58,000 for the comparable prior year periods, representing an increase of 20% or $6,000 for the three month period and a decrease of 24.2% or $14,000 for the six month period. The decrease in cost of goods sold is mainly attributable to the lower current year sales offset by higher costs to produce REPEL-CV. Cost of goods sold reflects raw material costs and the cost of processing and packaging REPEL-CV into saleable form.
 
 
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We incurred research and development expenses of $57,000 and $126,000 for the three and six months ended June 30, 2011, respectively, compared to $247,000 and $484,000 for the comparable prior year periods, a decrease of 77.3% or $190,000 for the three month period and a decrease of 74.1% or $358,000 for the six month period. The decrease for the three month period is primarily attributable to reductions of $124,000 in compensation related expense, lower legal expense of $27,000, reduced new product development costs of $21,000 and lower product liability insurance expense of $9,000. The decrease for the six month period is primarily attributable to reductions of $271,000 in compensation related expense, lower legal expense of $20,000, reduced new product development costs of $35,000, lower product liability insurance expense of $12,000 and lower consulting expenses of $11,000.

General and administrative expenses totaled $219,000 and $521,000 for the three and six months ended June 30, 2011, respectively, compared to $268,000 and $752,000 for the comparable prior year periods, a decrease of 18.1% or $49,000 for the three month period and a decrease of 30.8% or $231,000 for the six month period.  The decrease for the three month period is primarily attributable to reductions in compensation related expense of $100,000, lower consulting expense of $27,000, partially offset by increased professional fees of $73,000 incurred in connection with the proposed Pathfinder merger. The decrease for the six month period is primarily attributable to decreases in stock-based compensation of $147,000, reductions in compensation related expense of $189,000, lower consulting expense of $51,000, partially offset by increased professional fees of $169,000 incurred in connection with the proposed Pathfinder merger.

We incurred sales and marketing expenses of $71,000 and $143,000 for the three and six months ended June 30, 2011, respectively, compared to $187,000 and $392,000 for the comparable prior year periods, a decrease of 62.6% or $116,000 for the three month period and a decrease of 63.7% or $249,000 for the six month period.  The decrease for the three month period is primarily attributable to the elimination of our US sales personnel which resulted in reductions to compensation-related expenses of $27,000, reduced consulting expenses of $42,000, lower sales commissions of $18,000, lower travel expenses of $18,000 and reduced meetings expense of $8,000. The decrease for the six month period is primarily attributable to the elimination of our US sales personnel which resulted in reductions to compensation-related expenses of $54,000, reduced consulting expenses of $94,000, lower sales commissions of $30,000, lower travel expenses of $40,000 and reduced meetings expense of $15,000.

Interest expense totaled $15,000 and $25,000 for the three and six months ended June 30, 2011, respectively, compared to $2,000 and $3,000 for the comparable prior year periods, an increase of 964% or $13,000 for the three month period and an increase of 876.9% or $22,000 for the six month period. The increases are primarily attributable to interest charges related to the short term notes payable to Pathfinder under the Credit Agreement.

We recorded an income tax benefit of $433,000 for the six months ended June 30, 2010. This amount was attributable to the receipt of funds associated with the sale of certain accumulated New Jersey State tax operating losses. There was no comparable amount for 2011.

Our net loss was $290,000 and $711,000 for the three and six months ended June 30, 2011, respectively, compared to $600,000 and $989,000 for the comparable prior year periods, a decrease of 51.8% or $310,000 for the three month period and a decrease of 28.2% or $278,000 for the six month period. The decrease is primarily attributable to the factors mentioned above. We expect to incur losses for the foreseeable future.

Liquidity and Capital Resources

At June 30, 2011, we had cash of $54,000, compared to $253,000 at June 30, 2010.

At June 30, 2011, we had negative working capital of $1,636,000, compared to positive working capital of $64,000 at June 30, 2010.
 
 
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Net cash used in operating activities was $568,000 for the six months ended June 30, 2011, compared to $660,000 for the comparable prior year period.  Net cash used in operating activities for the current year period was primarily comprised of a net loss of $711,000, increases totaling $106,000 in accounts receivable and inventory, partially offset by increases totaling $152,000 in accounts payable and accrued expenses, a decrease of $45,000 in prepaid expenses and the impact of $52,000 in non-cash charges, for stock-based compensation and depreciation expenses. Net cash used in operating activities for the prior year period was primarily comprised of a net loss of $989,000, a decrease of $18,000 in accounts payable and an increase of $47,000 in accounts receivable, partially offset by decreases totaling $108,000 in inventory and prepaid expenses, an increase in accrued expenses of $49,000 and the impact of $237,000 in non-cash charges, for stock-based compensation and depreciation expenses.

Net cash provided by financing activities for the six months ended June 30, 2011 was $612,000, compared to net cash used in financing activities of $50,000 for the prior year period. The current year amount was comprised of $16,000 in payments of an insurance note payable for the financing of our directors and officers insurance premiums offset by the net proceeds from a short term note payable to Pathfinder of $628,000 under the Credit Agreement; the prior year amount was comprised of $50,000 in payments of an insurance note payable for the financing of our product liability and directors and officers insurance premiums. (See Note F, G and P of Notes to Condensed Financial Statements.)

We do not anticipate having sufficient revenue from operations to fund planned expenditures. Insufficient funds have required us to limit our operations.  We have suspended substantially all of our research and development programs and have eliminated our US-based sales personnel and terminated the employment of two of our former executive officers.   We rely on borrowings from Pathfinder under the Credit Agreement to fund shortfalls in our operating requirements. As of June 30, 2011, we had borrowed $1,083,000 under the Credit Agreement, and an additional $221,000 since that date and through August 5, 2011.  No assurance can be given that additional financing through the Credit Agreement or alternate financing transactions will be available as and when needed.  The funding period under the Credit Agreement expired on July 31, 2011. As such, any additional borrowings under the Credit Agreement subsequent to that date are subject to Pathfinder’s willingness, in its sole discretion, to continue funding our company. Moreover, expenditures from proceeds of any borrowings under the Credit Agreement are generally subject to prior approval by Pathfinder.  For a detailed description of the Credit Agreement and our borrowings thereunder, see Note G of Notes to Condensed Financial Statements. In the absence of additional cash infusion, we will be unable to continue as a going concern. If the financing from Pathfinder is not made available, we would not be able to pay our liabilities, may lose the rights to our core intellectual property and will likely be forced to file for bankruptcy, cease operations or liquidate and dissolve. The report of our independent registered public accounting firm contained in our 2010  Annual Report on Form 10-K, contains an explanatory paragraph referring to a substantial doubt concerning our ability to continue as a going concern.

At June 30, 2011, we had an employment agreement with one individual that will expire in September 2012. Pursuant to this agreement, our commitment regarding cash severance benefits aggregates $33,000 at June 30, 2011. For a discussion of certain other commitments, including commitments contingent on the proposed merger with Pathfinder and/or raising additional capital, see Note P of Notes to Condensed Financial Statements.
 
Item 4.  Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures

Our Executive Chairman, who is our principal executive and principal financial officer, after evaluating  the effectiveness of our  "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rule 13a-15(e); collectively, “Disclosure Controls”) as of the end of the period covered by this quarterly report (the  "Evaluation  Date") has concluded that as of the Evaluation Date, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the SEC, and that material information relating to our company and any consolidated subsidiaries is made known to management, including our Chief Executive Officer and Chief Financial Officer, particularly during the period when our periodic reports are being prepared to allow timely decisions regarding required disclosure.
 
 
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Changes in Internal Control Over Financial Reporting

In connection  with the  evaluation referred to in the foregoing paragraph, we have identified no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2011 that has materially affected,  or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls
 
Our management, including our Executive Chairman, who is our principal executive and principal financial officer, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
 
PART II - OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Our directors are entitled to cash compensation for their service as directors, payable quarterly. In accordance with cash conserving measures adopted by our Board of Directors that stipulates that such quarterly cash compensation would be paid in shares, effective June 30, 2011 we granted an aggregate of 312,500 shares of common stock to our directors in full satisfaction of $25,000 in aggregate board fees otherwise payable at that time in cash to such directors and attributable to the second quarter of 2011. The shares were valued at fair market value on the last trading day of the quarter, as reflected in the closing price on that day.  The transactions were not registered under the Securities Act of 1933, in reliance on the exemption provided by Section 4(2) thereunder.

Item 6.
Exhibits

 
2.1
Amendment No. 3, dated May 27, 2011, to Agreement and Plan of Merger, by and among SyntheMed, Inc., SYMD Acquisition Sub, Inc., and Pathfinder, LLC

 
10.1
Amendment No. 3, dated May 27, 2011, to Revolving Credit and Security Agreement between Registrant and Pathfinder, LLC.

 
31.1
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 
32.1
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 
101
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Statements of Operations for the three and six month periods ended June 30, 2011 and 2010, (ii) the Condensed Balance Sheets at June 30, 2011 and December 31, 2010, (iii) the Condensed Statements of Cash Flows for the six months ended June 30, 2011 and 2010 and (iv) the Notes to the Condensed Financial Statements.
 
 
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SIGNATURE
 
               In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
SyntheMed, Inc.
 
       
 
By:
/s/ Richard L. Franklin, M.D.  
   
Richard L. Franklin, M.D.
 
   
Executive Chairman and
 
   
Chairman of the Board
 
   
Dated: August 15, 2011
 
 
 
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